Whirlpool Annual Report 2022

Plain-text annual report

2022 Annual Report OUR VISION Be the best kitchen OUR MISSION Earn trust and create OUR VALUES Integrity, Respect, and laundry company, demand for our brands Inclusion & Diversity, in constant pursuit of in a digital world. improving life at home. One Whirlpool, Spirit of Winning. 111 years of improving life at home Whirlpool Corporation, (NYSE: WHR) grounded by 111 years of success and confident in the strategic direction of our ongoing portfolio transformation, is committed to being the best global kitchen and laundry company, in constant pursuit of improving life at home. In an increasingly digital world, the company is driving purposeful innovation to meet the evolving needs of consumers through its iconic brand portfolio, including Whirlpool, KitchenAid, Maytag, Consul, Brastemp, Amana, Bauknecht, JennAir, Indesit, Yummly and InSinkErator. In 2022, the company reported approximately $20 billion in annual sales, 61,000 employees and 56 manufacturing and technology research centers. $20B ANNUAL SALES 56 MANUFACTURING AND TECHNOLOGY CENTERS 61K EMPLOYEES SALES BY REGION SALES BY CATEGORY 2022 ANNUAL REPORT 1 Letter to Shareholders A Message from Marc Bitzer Chairman of the Board and Chief Executive Officer 2022–Special anniversary for Whirlpool Corporation Our company was founded 111 years ago on November 11, 1911—making last November a “special anniversary” for us. At a time when the average lifespan of S&P 500 companies is less than 20 years, the longevity of our corporation certainly gives testimony to the sustainability of our business model and the loyalty, perseverance and spirit of winning demonstrated every day by our colleagues around the world. 2 Whirlpool CorporationAs a result of these long-standing values, it is no surprise and yet also a tremendous honor to be ranked by Newsweek as #3 of America’s most responsible companies and by the Drucker Institute as #5 of 250 Best-Managed Companies. In addition, we increased nearly every score for our prioritized environmental, social and governance (ESG) rating agencies in line with our 2022 targets. 2022–Financially solid year, yet short of our expectations Our 2022 financial performance was solid from a historical perspective. Our ongoing earnings before interest and taxes (EBIT) margin of 7% and free cash flow of $820 million are well in line with or above our long-term trends. Plus, our ongoing earnings per share (EPS) of $19.64 marks the second-highest on record— the last five years demonstrate the highest ongoing EPS in our proud history. Yet we are not satisfied with our achievement and fell short of our own expectations. Much of this can be attributed to the extraordinarily challenging macroenvironment we faced in 2022 with accelerated inflation, the interest rate hike weighing on consumer sentiment and thus appliance demand, and lastly the war in the Ukraine. At the same time, our supply chain faced disruptions during the second half of 2022, which negatively impacted our shipments and market share, particularly in North America. Faced with this unfavorable macroenvironment, we took strong and decisive actions to rebalance our inventories and initiate a major cost reduction program across all operations. While these actions did not yet fully impact our earnings in 2022, they give us confidence in an improved operational performance for 2023. Last year also marked our 10th consecutive year of dividend increases and nearly the 70th consecutive year of dividend payments to our shareholders. Dividends together with share buybacks added up to more than $1.3 billion returned to shareholders, all while maintaining a solid balance sheet. 2022–Accelerated portfolio transformation Last April, we announced plans for a transformation of our business portfolio toward higher-margin and higher-growth businesses. The rationale for this decision rests on two underlying considerations: • The logic for a “global business model” has been evolving with geopolitical tensions, along with sustained rising logistics costs, leading to a slow but steady decoupling of the global operating environment. • Not all businesses within our portfolio have been able to create returns sufficient to meet our long-term value creation goals. There certainly has not been a lack of effort to improve these businesses; it is rather a reflection of structural unattractiveness of some countries or our relative position in some of these areas. Accelerating Our Portfolio Transformation with Addition of InSinkErator With our expertise in the kitchen and laundry room, InSinkErator fits perfectly within our portfolio to add in the kitchen space. InSinkErator is the world’s largest manufacturer of food waste disposers and instant hot water dispensers with more than 70% of the U.S. industry. As a highly respected brand, InSinkErator has earned a reputation for quality and performance with over 80 years of industry experience. InSinkErator has established a trusted relationship with consumers and we are excited to add this business to our already strong portfolio of brands. Continued on page 4 3 2022 ANNUAL REPORTIn reality, our portfolio transformation has been taking place for a number of years with the sale of our Embraco compressor business and the partial divestiture of our China business. However, we recently accelerated this transformation with the acquisition of InSinkErator and the agreement to contribute our Europe, Middle East and Africa (EMEA) business into a new company with Arçelik (subject to regulatory approvals and closing conditions), where we will be a minority shareholder. 2023–Optimistic about strong underlying fundamentals The challenges and headwinds we faced during 2022 will not magically disappear. Still, we see a more favorable operating environment slowly unfolding. Inflationary headwinds are starting to turn into tailwinds. Consumer demand will likely be depressed during the first half of 2023, but we expect a steady strengthening of consumer demand as the year progresses. Most importantly, we remain very upbeat about the mid- and long-term strength of the U.S. housing market, which is such a critical factor for our company’s performance. With a pent up demand of 2 million to 3 million homes and home affordability slowly improving, we expect the fundamental strength of this market to become visible toward the latter half of 2023 and into 2024. Lastly, let me take this opportunity to thank you, our shareholders, for your continued trust in us. I also want to thank all of our 61,000 employees around the world for relentlessly working to improve life at home for our millions of loyal consumers. Sincerely, Marc Bitzer Chairman of the Board and Chief Executive Officer 4 Whirlpool CorporationStrategic Imperatives WIN WITH PRODUCT LEADERSHIP GROW OUR CONSUMER DIRECT BUSINESS BUILD A COMPETITIVE AND RESILIENT SUPPLY CHAIN Unique Structural Position For consumers, we deliver value through innovative, high-quality products and services. For shareholders, we remain committed to our fundamental pillars—maintain our regional leading scale, have the best brand portfolio, accelerate our pace of innovation and hold the best-cost position in the home appliance industry. Best-Cost Position Best Brand Portfolio Longevity Our relentless approach to driving out cost and complexity has led us to focus on initiatives such as supplier localization and automation, providing us the agility and strength to produce in a highly volatile global industry. We have the best brand portfolio in the industry, including multiple brands with more than $1 billion in revenue. In an increasingly digital world, the Company is driving purposeful innovation to meet the evolving needs of consumers through our iconic brand portfolio. In 1911, Whirlpool Corporation’s founder, Lou Upton, catapulted our company and set the foundation to be the best kitchen and laundry company, in constant pursuit of improving life at home, with the introduction of the first electric wringer-washer. 5 2022 ANNUAL REPORTLife at home has always been at the heart of our business. November 11, 2022, marked a significant milestone in the history of Whirlpool Corporation as we celebrated our 111th Anniversary, coinciding with our founding date: 11.11.1911. This once family-owned company, founded in Benton Harbor, Michigan, has grown from an idea and a few people in 1911 to over 61,000 employees today, while still maintaining a unified vision and the strong company values on which we were founded. Our relentless focus to be the best kitchen and laundry company, in constant pursuit of improving life at home, remains just as it did since our humble beginnings: provide our consumers high-quality products, industry-leading customer service, groundbreaking innovation and an unwavering responsibility to the communities where we have a presence. Only eight CEOs have led Whirlpool Corporation operations throughout our 111 years, each passing on the honorable values of our founding father Lou Upton. Every CEO embraced the commitment to remain a company of high integrity with a spirit of winning for future generations. This would not have been possible without our outstanding employees working as One Whirlpool. As it has always been, our relationships, collaboration, investments in innovation and strategic decisions continue to prove the resiliency of the company as we continually turn challenges into new and greater opportunities. Take a Trip Through Time website 6 Whirlpool CorporationOur Portfolio Transformation Strategy In April, we announced that we are accelerating our multi-year journey of transforming Whirlpool Corporation into a higher-growth and higher-margin business through our three strong pillars: 1. Strengthen and refocus our major appliance business. 2. Grow our small domestic appliance business. 3. Grow our commercial appliance business. Progress Over our history, we have taken actions to be the best kitchen and laundry company. Most recently, we added InSinkErator brand to our already strong brand portfolio and agreed to contribute our European major domestic appliance business into a newly formed entity. We expect these actions to deliver a structurally improved business alongside continuing our transformation into a higher-growth, higher-margin business. THREE STRONG PILLARS SMALL APPLIANCES GROW, ALSO INORGANICALLY MAJOR APPLIANCES STRENGTHEN + REFOCUS COMMERCIAL APPLIANCES GROW, ALSO INORGANICALLY MORE Global in nature SERVE ‘Full’ cooking journey STRUCTURALLY ATTRACTIVE Margin EBIT >15% WIN IN ‘Americas’ (#1 position) INVEST IN Consumer direct business ACCELERATE India growth EBIT >12% STRUCTURALLY Attractive business TECHNOLOGY ‘Cascades’ to residential EBIT >15% INVEST IN HIGHER-GROWTH AND HIGHER-MARGIN BUSINESSES 7 2022 ANNUAL REPORTCASH RETURNED TO SHAREHOLDERS TOTAL ANNUAL REVENUE ONGOING EBIT(a) ONGOING EBIT MARGIN(a) Our Operational Priorities During 2022, we were faced with a challenging operating and volatile macroeconomic environment, including record levels of cost inflation alongside soft industry demand. We took decisive actions through our early execution of cost-based price increases, our value-creating go-to-market approach, aggressive production reduction efforts, aligning inventory levels with global demand and initiating our strong cost takeout program. Our consumers continue to engage with their appliances at increased levels. With this higher usage combined with our innovative product offerings and relentless focus on cost, our business remains positioned for success and to continue delivering on our vision of improving life at home. 8 Whirlpool CorporationRegional Achievements NORTH AMERICA LATIN AMERICA North America saw a macroenvironment with “We delivered solid results largely offsetting the softening consumer demand and persistent cost impacts of declining consumer confidence and inflation. Our strong execution of cost-based inflationary pressures while demonstrating our price increases alongside disciplined inventory commitment to ‘Win Americas’ with the opening of management enabled us to deliver solid results. We our new manufacturing facility in Argentina. Alongside are pleased with the addition of InSinkErator to our our leading brands, Brastemp and Consul, in Brazil, already strong brand portfolio. The region is well- and continued investments in Mexico, we are well- positioned to deliver margin expansion in 2023 as our positioned to continue to deliver value-creating teams embody the spirit of winning and are on track product innovation for our consumers.” to deliver very strong cost takeout actions in 2023. João Carlos Brega EVP and President, Whirlpool Latin America EMEA ASIA “We faced many challenges throughout the year, including Asia cost-based price actions were more than the impacts of the war in Ukraine, significant interest rate offset by weaker demand as a result of softer increases, declining consumer confidence and increased consumer sentiment and continued cost inflation alongside macroeconomic volatility. As we turn to 2023, we are focused on driving growth and delivering margin expansion through continued product innovation and go-to-market actions. costs, including energy. We completed the divestiture of our Russia business and are pleased with the decision to contribute our European major domestic appliance business to a newly formed European appliance company with Arçelik (subject to regulatory approvals and closing conditions). Our consumers will benefit from broad product and service offerings as we bring together the ‘best of the best’ innovation, attractive brands and sustainable manufacturing. In summary, we are proud of our business and the vital role that all of us play in keeping our consumers’ homes and lives running, even through these turbulent times.” Gilles Morel EVP and President, Whirlpool EMEA 9 2022 ANNUAL REPORTOur Products and Innovation Whirlpool Corporation’s rich heritage of innovation continues to accelerate with industry-first, leading-edge innovation to improve life at home. “ We’re proud to deliver the first laundry pair engineered for homes with pets. As a “dog family,” the Bitzer household is excited to come alongside our consumers with a laundry solution to help manage the daily challenges of pet hair.” MARC BITZER Chairman of the Board and Chief Executive Officer 10 MAYTAG Pet Pro Washer & Dryer First laundry pair engineered for homes with pets. The washer’s built-in Pet Pro Filter removes 5x more pet hair(b) and the dryer’s Pet Pro filter conquers pet hair like a pro. Whirlpool CorporationBRASTEMP 26-inch, 16 kg Washer The award-winning aesthetics of the Brastemp 26-inch washing machine advanced our competitive advantage in high-capacity washers in Brazil. Even with its small footprint, the washer handles everything from small loads to comforters, and even king-sized duvets. INSINKERATOR Food Waste Disposers and Hot Water Dispensers The addition of InSinkErator to our brand portfolio brings even more options for sustainable living in the kitchen, leveraging innovation for homes with purpose, on purpose. KITCHENAID Espresso Collection The Espresso Collection has taken the complexities of brewing quality espresso and simplified the process for our home consumers while maintaining craftsmanship and consistency. 11 2022 ANNUAL REPORTOur Operations Whirlpool Corporation’s Integrated Supply Chain has worked tirelessly to demonstrate the winning spirit that drives all our work as One Whirlpool, earning trust and meeting the demands of this new world. Despite ongoing supply disruptions, our global manufacturing teams have made important structural changes to embrace new challenges and build a more agile, resilient and stronger supply chain. These changes include capital investments that have increased our flexibility, transformative shifts and efforts that have driven greater data transparency between our suppliers and sales, marketing and manufacturing teams. World Class Manufacturing (WCM) methodologies continue to drive product quality, competitive pricing and reliable products for consumers, while providing our manufacturing workforce a safe and ergonomic environment where every employee contributes and is offered meaningful development opportunities. Through WCM, all manufacturing plants participate in regular, rigorous external audits that build on continuous improvements for productivity, quality and sustainability. Expanded operations in Argentina, our most sustainable and modern plant • $52 million investment • Capacity to produce 300,000 washers annually • 28,000 square meters of manufacturing floor • Cutting-edge technology and WCM methodologies • Net Zero ready: zero wastewater and pollutant gasses, LED lighting, biodiversity protection Whirlpool Corporation’s Newest Expansions in 2022 We opened new factories in Argentina and India and broke ground on a multi-year, $65 million expansion in Ottawa, Ohio. • Primary production will be sold in Brazil and Latin America • Created 1,300 jobs in Argentina 12 Whirlpool CorporationNAMED TO FORBES’ “World’s Best Employers” Our Global Employee Resource Groups Women’s Network in 4 Regions Pride in 3 Regions Young Professionals in 3 Regions In addition to multiple regional Employee Resource Groups. Our People There is something profoundly unique about working at Whirlpool Corporation. Our humble beginnings grounded us 111 years ago and the passion our people carry to improve life at home moves us forward. Around the globe, we offer leadership development, internship, and apprentice programs to accelerate career growth. World Class Manufacturing (WCM) methodologies continue to drive product quality, competitive pricing, and reliable products for consumers. We prioritize employee health, safety and development, and provide our manufacturing workforce a safe work environment and meaningful development opportunities. In 2022, we were named to Forbes’ 2022 List of “World’s Best Employers” and “America’s Best Employers for Women.” Our employee engagement approach is a continuous listening strategy. This approach enables us to gather employee feedback at various points throughout the employment life cycle through global onboarding surveys, quarterly engagement pulses, and exit surveys. Our quarterly engagement pulse enables employee feedback from almost 61,000 individuals—including all global salaried and hourly employees. Inclusion and Diversity (I&D) is a core value at Whirlpool Corporation because we know that drawing from diverse points of view improves our products, services, teams, and each other. While we recognize that I&D is an ongoing journey, we remain committed to new, bold goals and meaningful action to cultivate an even stronger inclusive and diverse workplace. In 2022, we received a perfect 100 score on the Corporate Equality Index for the 19th consecutive year, and once again scored 100% on the 2022 Disability Equality Index (DEI). AWARDED 100% SCORE ON THE 2022 DISABILITY EQUALITY INDEX 13 2022 ANNUAL REPORTOur Communities Improving life through HOUSE+HOME 1.6 billion people live in substandard housing around the world today, and one-in-ten people live in distressed communities, experiencing a perpetual cycle of low-wage jobs, education instability, inadequate transportation and racial inequality. Creating solutions to these problems guides Whirlpool Corporation’s approach to social responsibility. HOUSE Our focus on “house” includes our 23-year global relationship with Habitat for Humanity®. Together we have served nearly one million people around the world. 2022 concluded two phases of a three-phase commitment to Habitat’s BuildBetter with Whirlpool initiative to build 250 climate-resilient and energy-efficient homes in the United States, including donating energy-efficient appliances. At the onset of the war in Ukraine, our EMEA employees, with Habitat for Humanity, worked tirelessly to provide shelter and monetary assistance to displaced families in Hungary, Poland, Moldova and Slovakia. HOME Our responsibility to “home” advances communities through education and neighborhood revitalization. We use a collective impact with United Way®, Consul brand’s Consulado da Mulher®, Boys & Girls Clubs of America®, Whirlpool brand’s Care Counts and our Feel Good Fridge programs sponsored by our U.S. Sales team and Maytag brand. 14 OVER THE LAST 23 YEARS WHIRLPOOL CORP. HAS: DONATED MORE THAN $136 million to Habitat for Humanity programs DONATED OVER 212,800 products globally to Habitat for Humanity families SUPPORTED PROGRAMS IN 45 countries with Habitat for Humanity Whirlpool Corporation38,000 people benefited over 20 years LOCAL CHAPTERS RECEIVED OVER $4.5 Million total 2022 contributions from employees and Whirlpool Foundation match LOCAL ORGANIZATIONS GIVEN 300+ refrigerators stocked with easily accessible food Consulado da Mulher, in its 20th year in Brazil, invests in underserved female entrepreneurs with business education and support. To date, it has helped over 38,000 people. Whirlpool Corporation Chairman and CEO Marc Bitzer was named the Worldwide Board of Trustees Chair in 2022. We expanded our Feel Good Fridge program to combat food insecurity with refurbished refrigerators for community centers in underresourced neighborhoods. These refrigerators are stocked with fresh, healthy food and delivered by employee volunteers. 125,000 youths annually supported through 159 Clubs Our Maytag brand supports Boys & Girls Clubs of America, that provide safe places, mentors and quality programs to empower youth to excel in life and school through local Clubs. IMPACTED 144 schools in 37 states to provide access to clean clothes and help lower absenteeism rates Whirlpool brand’s Care Counts program continues to grow and help boost attendance rates in select schools across the U.S. Participating schools saw nearly 70% of participating high-risk elementary students increase attendance. Benton Harbor, Michigan Community Impact Union Park Day of Impact Learn more. Microgrants for Black Entrepreneurs Learn more. Emma Jean Hull Flats Multi-family Housing Development 15 2022 ANNUAL REPORTOur Environmental Sustainability Whirlpool Corporation has the right projects in place, such as investments in energy retrofits, onsite renewable energy and World Class Manufacturing, to achieve our goal to reach Net Zero emissions in our plants and operations worldwide (scopes 1 and 2) by 2030. When consumers use our products in their homes, those emissions are included in scope 3 category 11, and represent the largest climate impact opportunity within our company. From 2005 to 2016, we achieved a 53% reduction in these emissions and continue to progress towards our Science-Based Target initiative (SBTi) approved target of another 20% reduction by 2030 compared to 2016 levels. To reduce emissions further, we’ll continue to make innovative products that are resource efficient, partner with our suppliers on more eco-efficient materials, collaborate with our trade customers in managing the end-of- life of our products, help our consumers use our appliances in the most efficient ways and continue to invest in renewable energy that helps improve the electrical grid. In 2022, we met our goal of achieving Zero Waste to Landfill (ZWtL) Gold or Platinum status across our large manufacturing sites globally, which was set in 2012. 16 ACHIEVED Zero Waste to Landfill GOLD OR PLATINUM LEVELS AT ALL LARGE GLOBAL MANUFACTURING SITES 100% OF OUR ELECTRICITY CONSUMPTION BY U.S. PLANTS TO BE COVERED BY THE ACTIVATION OF TWO OFF-SITE VIRTUAL POWER PURCHASE AGREEMENTS. Whirlpool Corporation ACHIEVED ~25% Greenhouse Gas Emission Reduction IN SCOPES 1 AND 2 FROM 2021 TO 2022 17 “We are proud of our strong history of prioritizing sustainability in order to improve life at home. We continue to make progress across all aspects of environmental sustainability including achieving Zero Waste to Landfill status in our plants globally, remaining on track toward our goal of Net Zero emissions by 2030 and continuing to improve the water and energy efficiency of our products without compromising performance for our consumers.” PAM KLYN Senior Vice President, Corporate Relations and Sustainability 2022 ANNUAL REPORTGovernance Whirlpool Corporation is committed to operating sustainably and creating shareholder value through the highest standards of ethical and legal conduct over the long term. Our Board of Directors, sound corporate governance structure and values-driven culture of integrity support us in delivering this commitment. Our diverse and experienced Board is composed of 13 directors, including an independent Presiding Director and one employee director, our Chairman and CEO Marc Bitzer. Our Board includes leaders with experience and demonstrated expertise in many substantive areas that impact our business and align with our strategy, including product development, digital marketing/branded consumer products, cybersecurity, and innovation, technology and engineering leadership. During 2022, our Board had four committees: Audit, Corporate Governance and Nominating, Human Resources and Finance. Each Board committee consists solely of independent directors and operates under a charter that provides the key duties and responsibilities of each committee. Each director attended at least 75% of the total number of meetings of the Board and the Board committees on which they served. Our Board is responsible for overseeing Whirlpool Corporation’s integration of ESG principles throughout the company. Senior leaders in key global functions comprise our ESG Councils, which establish and oversee the company’s strategic priorities on relevant ESG issues. We have a responsibility to leave the world a better place now and for generations to come, and we forge ahead as we’ve always done: doing the right thing, the right way, with integrity. BOARD OF DIRECTORS Samuel R. Allen Presiding Director, Corporate Governance and Nominating Committee Chair, Human Resources Committee Former Chairman and Chief Executive Officer, Deere & Company Gerri T. Elliott Finance Committee, Human Resources Committee Strategic Advisor and Former EVP and Chief Customer and Partner Officer, Cisco Systems, Inc. Marc R. Bitzer Chairman and Chief Executive Officer, Whirlpool Corporation Greg Creed Human Resources Committee Chair, Finance Committee Former Chief Executive Officer, Yum! Brands, Inc. Gary T. DiCamillo Audit Committee, Finance Committee Partner, Eaglepoint Advisors, LLC Diane M. Dietz Finance Committee, Human Resources Committee Former President and Chief Executive Officer, Rodan & Fields, LLC 18 Jennifer A. LaClair Audit Committee, Corporate Governance and Nominating Committee Former Chief Financial Officer, Ally Financial Inc. John D. Liu Finance Committee Chair, Audit Committee Chief Executive Officer, Essex Equity Management and Managing Partner Richmond Hill Investments James M. Loree Audit Committee, Human Resources Committee Former President and Chief Executive Officer, Stanley Black & Decker, Inc. Harish Manwani Corporate Governance and Nominating Committee, Human Resources Committee Senior Operating Partner, The Blackstone Group Patricia K. Poppe Audit Committee, Corporate Governance and Nominating Committee Chief Executive Officer, PG&E Corporation Larry O. Spencer Corporate Governance and Nominating Committee, Finance Committee President, Armed Forces Benefit Association and 5Star Life Insurance Company Michael D. White Audit Committee Chair, Corporate Governance and Nominating Committee Former Chairman, President and Chief Executive Officer, DIRECTV Whirlpool CorporationEXECUTIVE COMMITTEE Awards Marc Bitzer Chairman of the Board, Chief Executive Officer João Carlos Brega Executive Vice President and President, Whirlpool Latin America Roberto H. Campos Senior Vice President, Global Product Organization Elizabeth A. Door Senior Vice President, Global Strategic Sourcing Holger Gottstein Senior Vice President, Strategy and Business Development Ava Harter Senior Vice President and Chief Legal Officer Pamela Klyn Senior Vice President, Corporate Relations and Sustainability Joseph T. Liotine President and Chief Operating Officer 2022 Carey L. Martin Senior Vice President and Chief Human Resources Officer Gilles Morel Executive Vice President and President, Whirlpool Europe, Middle East, Africa James W. Peters Executive Vice President and Chief Financial Officer and President, Whirlpool Asia Best-Managed Companies of 2022 Wall Street Journal and Drucker Institute #5 of 250 companies Top Employer Europe Top Employer Institute, in five countries Fifth consecutive year America’s Most Responsible Companies Newsweek #3 of 500 companies Dow Jones Sustainability Index, World and North America, and Industry Mover Award S&P Global World’s Most Admired Companies FORTUNE magazine, twelfth consecutive year Best Companies for Multicultural Women, Seramount Inclusion Index, Top Company for Executive Women Seramount Disability Equality Index 100 Percent score Manufacturing Leadership Awards National Association of Manufacturers and Manufacturing Leadership Council World’s Best Employers Forbes magazine Ecovadis Gold Sustainability Rating Ecovadis, Whirlpool EMEA Forbes’ list of America’s Best Employers for Women 2022 Forbes’ list of America’s Best Employers 2022 Forbes magazine Corporate Equality Index Perfect score of 100 from the Human Rights Campaign Nineteenth consecutive year America’s Most Just Companies JUST Capital and CNBC #1 in Household Goods and Apparel industry and in top companies overall Red Dot Design Awards Whirlpool brand IF Design, 2022 Bauknecht brand Top 50 Brands of 2022 Whirlpool and KitchenAid brands Prophet Brand Relevance Index Great Design Award Architectural Digest (AD) JennAir brand 19 2022 ANNUAL REPORT2022 ESG Highlights SUSTAINABLE OPERATIONS SUSTAINABLE PRODUCTS 100% of large manufacturing sites achieved 10-year commitment to be Zero Waste to Landfill. ~25% GHG emissions reduction in our plants and operations (scopes 1 and 2) compared to 2021. 100% of our electricity consumption by U.S. plants expected to be covered by the activation of two off-site virtual power purchase agreements. We continue to leverage our global product architectures to improve consumer-relevant attributes, including performance, usable capacity, energy and water efficiency and to reduce our scope 3, category 11 emissions. One example is the launch of our global architecture in Horizontal Axis washing machines in both India and Argentina. Not only have we delivered more efficient washing machines in general, in India we also released the Xpert Care system with ozone air technology which sanitizes and removes odor without water or detergents. SUPPORTING OUR EMPLOYEES SUPPORTING OUR COMMUNITIES 1,300 U.S.-based people leaders engaged in Unconscious Bias and Empathy training. Launched Empower, a women’s leadership program in Latin America and Asia. Began the formal rollout of our global and holistic well- being strategy, Be*Well. $2 Million 3,200 products donated to Habitat for Humanity®. 143 out of 250 climate-resilient and energy-efficient builds in progress through Habitat’s BuildBetter with Whirlpool initiative. $4.5 Million donated to United Way® for education, income, health and basic needs services from employees and Whirlpool Foundation match. DOING THE RIGHT THING AWARDS Over 50% of independent directors are gender or racially/ethnically diverse ~200 top global suppliers participated in EcoVadis survey in the inaugural year • #1 Household Goods and Apparel, America’s Most JUST Companies, JUST Capital and CNBC • #3 Newsweek’s List of America’s 500 Most Responsible Companies • #5 Best-Managed Companies of 2022, Wall Street Journal and Drucker Institute • Dow Jones Sustainability Index for North America and World, S&P Global Industry Mover Award • World’s Most Admired Companies, FORTUNE magazine • ‘World’s Best Employers’, Forbes Environmental Committing to Net Zero impact of our operations by 2030 and creating shared value throughout the product life cycle Social Investing in resources to help care for our employees, consumers and communities Governance Holding ourselves accountable and maintaining robust policies, procedures and systems to ensure we live by our values 20 Whirlpool CorporationOur Financial Position Jim Peters EVP and Chief Financial Officer I am pleased with the continued strength of our balance sheet, ending the year with $2 billion in cash. This strength has given us the flexibility and optionality to pursue value creating opportunities, like the acquisition of InSinkErator in 2022 while returning $1.3 billion to shareholders. We are well positioned to navigate the current macroenvironment, deliver our capital allocation priorities, and progress towards achieving our long-term value creation goals. Financial Summary In 2022, we delivered $19.64 ongoing EPS(a), in a challenging macro economic cycle where short term consumer sentiment and demand continued to reflect recessionary concerns alongside stubbornly high inflation. Strong execution of cost-based pricing actions across the globe partially offset these challenges, as we delivered revenues of $20 billion and ongoing EBIT margin(a) of 6.9%, above pre-pandemic levels. Returning Cash to Shareholders We have demonstrated our commitment to delivering strong shareholder returns through a 25% dividend increase, representing our tenth consecutive year of dividend increases and nearly the 70th consecutive year of paying dividends. In addition, we repurchased over $900 million of common stock in 2022 and approximately $2 billion since 2021 driving a 13% reduction in our outstanding share count. Funding the Business We are confident in our capital allocation strategy, which remains unchanged. We continue to fund innovation and growth while returning cash to our shareholders. We have invested over $5 billion in capital expenditures and research and development over the last five years reflecting our commitment to deliver a high-growth, high- margin business. During that same time period, we have returned over $5 billion of cash to shareholders. Our year-end debt level is temporarily elevated as we entered into a $2.5 billion term loan agreement related to the InSinkErator acquisition. We are prioritizing debt repayment, demonstrating our commitment to maintaining our strong investment grade rating and an optimal capital structure. In closing, despite the challenging year, we significantly accelerated our transformation toward a high-growth, high-margin business. We expect that our portfolio transformation actions in 2022 will unlock significant value creation, including $350 million of incremental free cash flow in 2024. Meanwhile, we remain committed to continuing to serve our consumers, employees, and shareholders by investing in innovation and manufacturing, while making strong progress in our digital transformation journey. The advancements achieved in 2022, along with strong, structural actions taken in years prior, provide us with confidence that we will continue to deliver strong shareholder value in 2023 while earning trust and creating demand for our products and brands across the globe. Jim Peters EVP and Chief Financial Officer 21 2022 ANNUAL REPORT Financial Reconciliations Full-Year Ongoing Earnings Before Interest and Taxes and Ongoing Earnings Per Diluted Share Net earnings (loss) available to Whirlpool Net earnings (loss) available to noncontrolling interest Income tax expense (benefit) Interest expense Earnings before interest and taxes Net sales Reported Measure Restructuring Costs Impairment of goodwill, intangibles and other assets Impact of M&A transactions Substantial liquidation of subsidiary (Gain) loss on previously held equity interest (Gain) loss on sale and disposal of businesses Sale leaseback, real estate and receivable adjustments Corrective action recovery Product warranty and liability (income) expense Brazil indirect tax credit Trade customer insolvency claim settlement Total income tax impact Normalized tax rate adjustment Share adjustment Ongoing Measure Net sales Ongoing EBIT Margin Earnings Before Interest and Taxes Reconciliation Twelve Months Ended December 31, 2019 1,168 14 348 187 1,717 20,419 2020 1,075 (10) 382 189 1,636 19,456 2021 1,783 23 518 175 2,499 21,985 2022 (1,519) 8 265 190 (1,056) 19,724 2022 (1,056) 396 1,936 84 Earnings before interest & taxes Twelve Months Ended December 31, 2020 1,636 288 2021 2,499 38 2019 1,717 188 (7) (107) (42) (9) (113) (14) (30) (437) (86) 131 (180) 59 1,392 20,419 1,760 19,456 2,379 21,985 1,360 19,724 6.8% 9.0% 10.8% 6.9% Earnings per diluted share Twelve Months Ended December 31, 2022 (27.18) 7.08 34.63 1.51 (1.89) 5.69 (0.20) 19.64 For 2022, our full-year GAAP tax rate was (21.6)% and the aggregate income tax impacts of the taxable components of each adjustment is presented in the income tax impact line item at our full-year adjusted tax rates (non-GAAP) of 4.4%. Twelve Months Ended December 31, (millions of dollars) Cash provided by (used in) operating activities Capital expenditures Free cash flow Cash provided by (used in) investing activities(c) Cash provided by (used in) financing activities(c) 22 2022 $1,390 (570) $820 (660) (1,339) Whirlpool CorporationPERFORMANCE GRAPH The graph below compares the yearly dollar change in the cumulative total stockholder return on our common stock against the cumulative total return of Standard & Poor’s [S&P] Composite 500 Stock Index and the cumulative total return of the S&P 500 Household Durables Index for the last five fiscal years.* The graph assumes $100 was invested on December 31, 2018, in Whirlpool Corporation common stock, the S&P 500 and the S&P 500 Household Durables Index. * Cumulative total return is measured by dividing [1] the sum of [a] the cumulative amount of the dividends for the measurement period, assuming dividend reinvestment, and [b] the difference between share price at the end and at the beginning of the measurement period by [2] the share price at the beginning of the measurement period. Total return to shareholders (Includes reinvestment of dividends) Company/Index Whirlpool Corporation S&P 500 Index S&P 500 Household Durables Company/Index Whirlpool Corporation S&P 500 Index S&P 500 Household Durables ANNUAL RETURN PERCENTAGE Twelve Months Ended December 31, 2018 -34.50 -4.38 2019 42.83 31.49 2020 26.52 18.40 2021 33.26 28.71 -34.18 INDEXED RETURNS Twelve Months Ended December 31, 20.37 36.51 40.94 2022 -37.16 -18.11 -24.91 Base Period 2017 $ $ $ 100 100 100 $ $ $ 2018 65.50 95.62 65.82 2019 93.56 125.72 92.77 $ $ $ 2020 118.37 148.85 111.67 $ $ $ 2021 157.74 191.58 152.44 $ $ $ 2022 99.13 156.88 114.47 $ $ $ Comparison of cumulative five-year total return $200 $150 $100 $50 $ 0 S&P 500 Index S&P 500 Household Durables Whirlpool Corporation 2017 2018 2019 2020 2021 2022 23 2022 ANNUAL REPORT FOOTNOTES: PAGES 2, 8, 21 (a) The ongoing measures, including ongoing earnings before interest and taxes and ongoing earnings per diluted share, as well as free cash flow, are non-GAAP measures. Please see Financial Reconciliations for a reconciliation of these non-GAAP measures to their equivalent GAAP measures. PAGE 10 (b) Comparing Normal cycle with Pet Pro Filter and option to cycle using traditional agitator without Pet Pro Filter and option. Results will vary based on fabric and type of pet hair. PAGE 22 (c) Financial guidance on a GAAP basis for cash provided by (used in) financing activities and cash provided by (used in) investing activities has not been provided because in order to prepare any such estimate or projection, the Company would need to rely on market factors and certain other conditions and assumptions that are outside of its control. 24 Whirlpool Corporation(Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission file number 1-3932 WHIRLPOOL CORPORATION (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 2000 North M-63 Benton Harbor, Michigan (Address of principal executive offices) 38-1490038 (I.R.S. Employer Identification No.) 49022-2692 (Zip Code) Registrant's telephone number, including area code (269) 923-5000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Common stock, par value $1 per share Trading symbol(s) WHR Name of each exchange on which registered Chicago Stock Exchange and New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Yes ☐ No☒ Yes ☒ No☐ Yes ☒ No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one) Large accelerated filer ☒ Non-accelerated filer ☐ (Do not check if a smaller reporting company) Accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ Yes ☐ No☐ No ☒ The aggregate market value of voting common stock of the registrant held by stockholders not including voting stock held by directors and executive officers of the registrant and certain employee plans of the registrant (the exclusion of such shares shall not be deemed an admission by the registrant that any such person is an affiliate of the registrant) at the close of business on June 30, 2022 (the last business day of the registrant's most recently completed second fiscal quarter) was $8,282,022,749. On February 3, 2023, the registrant had 54,502,497 shares of common stock outstanding. Portions of the following documents are incorporated herein by reference into the Part of the Form 10-K indicated: DOCUMENTS INCORPORATED BY REFERENCE The registrant's proxy statement for the 2023 annual meeting of stockholders (the "Proxy Statement") Part III Document Part of Form 10-K into which incorporated WHIRLPOOL CORPORATION ANNUAL REPORT ON FORM 10-K For the fiscal year ended December 31, 2022 TABLE OF CONTENTS PART I Business Item 1. Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Item 3. Item 4. Mine Safety Disclosures Properties Legal Proceedings PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities [Reserved] Item 6. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 7A. Quantitative and Qualitative Disclosures about Market Risk Item 8. Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9. Item 9A. Controls and Procedures Item 9B. Other Information Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections PART III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accountant Fees and Services PART IV Item 15. Exhibits, Financial Statement Schedules Item 16. Form 10-K Summary SIGNATURES PAGE 4 17 31 31 31 31 32 32 33 56 57 123 123 123 123 124 124 125 125 125 126 126 134 3PART I ITEM 1. BUSINESS Our Company Improving life at home has been at the heart of our business for 111 years – it is why we exist and why we are passionate about what we do. Whirlpool Corporation ("Whirlpool"), committed to being the best global kitchen and laundry company, in constant pursuit of improving life at home, was incorporated in 1955 under the laws of Delaware and was founded in 1911. Whirlpool manufactures products in 10 countries and markets products in nearly every country around the world. We have received worldwide recognition for accomplishments in a variety of business and social efforts, including leadership, diversity, innovative product design, business ethics, environmental sustainability, social responsibility and community involvement. We conduct our business through four operating segments, which we define based on geography. Whirlpool's operating segments consist of North America; Europe, Middle East and Africa ("EMEA"); Latin America and Asia. Whirlpool had approximately $20 billion in annual net sales and 61,000 employees in 2022. On January 16, 2023, Whirlpool entered into a contribution agreement with Arçelik A.Ş (“Arcelik”) in alignment with Whirlpool’s portfolio transformation. Under the terms of the agreement, Whirlpool will contribute its European major domestic appliance business, and Arcelik will contribute its European major domestic appliance, consumer electronics, air conditioning, and small domestic appliance businesses into the newly formed entity of which Whirlpool will own 25% and Arcelik 75%, subject to an adjustment mechanism based on certain financial matters. Separately, Whirlpool agreed in principle to the sale of Whirlpool’s Middle East and Africa business to Arcelik. These transactions are collectively referred to as the European major domestic appliance business which was classified as held for sale in the fourth quarter of 2022. Whirlpool will retain ownership of its EMEA KitchenAid small domestic appliance business. The transactions are expected to close in the second half of 2023 and includes Whirlpool’s nine production sites located in Italy, Poland, Slovakia, and the UK, as well as Arcelik’s two production facilities in Romania. For additional information, see Note 17 to the Consolidated Financial Statements. As used herein, and except where the context otherwise requires, "Whirlpool," "the Company," "we," "us," and "our" refer to Whirlpool Corporation and its consolidated subsidiaries. Our Strategic Architecture Our strategic architecture is the foundational component that drives our shareholder value creation and strategy. Below are the key components of our strategic architecture. 4 PortfolioTransformationWhirlpoolCorporationiscommittedtodeliveringsignificant,long-termvaluetobothourconsumersandourshareholders.Weareconductinganoverallportfolioreviewwhichwebelievewilltransformthecompanyintoahighgrowthandhighmarginbusiness.Reflectiveofthat,wehavesuccessfullycompletedtheacquisitionofInSinkErator,divestitureofourRussiaoperationsandthestrategicassessmentoftheEMEAbusiness.Ourvaluecreatingapproachisenabledbythreestrongpillars:smallappliances,majorappliancesintheAmericasandIndiaandcommercialappliances.Andwearecommittedtoinvestinginbusinessesthatsupporthighgrowthandhighmargins.5Reconciliations to equivalent GAAP net earnings measures are not provided as EBIT percentages presented above represent our expectations for these business lines and are not provided with respect to results for any specific period. We are committed to being the best global kitchen and laundry company. Our global footprint includes a balance of developed countries and emerging markets, including a leading position in many of the key countries in which we operate. Following the expected divestiture of our European major domestic appliance business (anticipated in the second half of 2023), we continue to be well positioned to convert demand into profitable growth. Our Sustained Investment in Innovation Whirlpool Corporation has been responsible for a number of first-to-market innovations. These include the first electric wringer washer in 1911, the first residential stand mixer in 1919, the first countertop microwave in 1967, the first energy and water efficient top-load washer in 1998 and the first top-load washer with a removable agitator in 2021, among others. In 2022, Maytag brand introduced the Pet Pro System, with a Pet Pro filter in the washer that removes pet hair while a XL lint trap in the dryer traps and removes additional pet hair. Ever mindful of our impact on the planet, our holistic innovation approach uses Design for Sustainability principles in our global platforms and connects product sustainability directly with our business goals. We are proud of our track record of innovation and our progress on sustainable innovation with eco-efficient products that reduce environmental impacts. We are committed to continue innovating for a new generation of consumers. Our world-class innovation pipeline has driven consistent innovation over the last few years, driven by a passionate culture of employees focused on bringing new technologies to market. In 2022, we launched more than 100 new products throughout the world, demonstrating our commitment to innovation, including the Pet Pro System, our new 26-inch Brastemp washer, and multiple new KitchenAid small appliances including semi-automatic espresso makers, burr coffee grinders and a shave ice stand mixer attachment. As the shift to digital continues, consumers continue to desire connected appliances which fit seamlessly into the larger home ecosystem. As a leading connected appliance manufacturer, we are excited to bring new connected products and technologies to market, including voice control with a compatible smart home assistant, food recognition and automatic laundry detergent replenishment and over-the-air updates to qualified connected appliances. Whether developed internally or with 6 one of our many collaborators, we believe these digitally-enabled products and services will increasingly enhance the appliance experience for our consumers, as demonstrated by our highly rated mobile apps.Whirlpool manufactures and markets a full line of major home appliances and related products. Our principal products are laundry appliances (including commercial laundry appliances), refrigerators and freezers, cooking appliances, and dishwashers. Additionally, the Company has a robust portfolio of small domestic appliances, including the KitchenAid stand mixer. In the fourth quarter of 2022, we completed the acquisition of InSinkErator, expanding our portfolio of products to include food waste disposers and instant hot water dispensers for home and commercial use. InSinkErator net sales are reported under the 'Other' product category which are aggregated under the 'Dishwashing and Other' category on the chart below.The following chart provides the percentage of net sales for each of our product categories which accounted for 10% or more of our consolidated net sales over the last three years:YearPercentageProduct Categories as % of Net Sales26%28%29%32%30%31%26%26%25%17% 16% 15%Laundry AppliancesRefrigerationCooking AppliancesDishwashing and Other2022 2021 20200%25%50%75%100%Best Brand PortfolioWe have the best brand portfolio in the industry, with multiple brands with more than $1 billion in revenue. In an increasingly digital world, the Company is driving purposeful innovation to meet the evolving needs of consumers through its iconic brand portfolio.7Weaimtopositionthesedesirablebrandsacrossmanyconsumersegments.OursalesareledbyourglobalbrandsWhirlpoolandKitchenAid.Whirlpoolistrustedthroughouttheworldasabrandthatdeliversinnovativecaredaily.OurKitchenAidbrandbringsacombinationofinnovationanddesignthatinspiresandfuelsthepassionofchefs,bakersandkitchenenthusiastsworldwide.Thesetwobrandsofferdifferentiatedproductsthatprovideexceptionalperformanceanddesirablefeatureswhileremainingaffordabletoconsumers.Additionally,wehaveanumberofstrongregionalandlocalbrands,includingMaytag,Consul,Brastemp,Amana,Bauknecht,JennAir,Hotpoint*,Indesit,InSinkEratorandYummly.Thesebrandsaddtoourimpressivedepthandbreadthofkitchenandlaundryproductofferingsandhelpusprovideproductsthataretailoredtolocalconsumerneedsandpreferences.Ourbestbrandportfoliointheindustry,pairedwithourrobustinvestmentinresearchanddevelopmentandconsumerinsights,positionsuswelltomeettrendsinconsumerpreferencesandmarketdemand.FollowingourInSinkEratoracquisition,Whirlpoolexpectstogenerateadditionalrevenuethrougharecurringsalesprofileprimarilyfromitsstrongbrandandposition,andanexpansionoftheInSinkEratorbrandintonewcountriesandproductofferings.BestCostPositionWehaveacultureofcostoptimizationandproductivity,whichwecallproductivityforgrowth,anditincludescontinuousfocusoncostefficiency.Since2017,wehavedeliveredsubstantialgainsthroughreducedcomplexityinallaspectsofourbusiness:research,design,reducedarchitectures,andreducedfootprint.Theregionalscaleenablesourlocal-for-localproductionmodel.Wearefocusedonproducingasefficientlyaspossibleandatscalethroughouttheworld.Asthemacroenvironmentcontinuestochange,webelieveourdemonstratedabilitytoexecutecosttakeoutallowsustoeffectivelycopewithmacroeconomicchallenges,andweseeadditionalopportunitiestofurtherstreamlineourcoststructure.Throughout2022wecontinuedtomanageourfixedcostbaseacrossmanufacturing,logisticsandselling,generalandadministrativeexpenseswhileatthesametimecontinuingourportfoliotransformationthroughthedivestitureofourRussiabusinessandInSinkEratoracquisition.Additionally,wecompletedthestrategicassessmentofourEMEAbusinesswhichresultedinclassificationofourEuropeanmajordomesticappliancebusinessasheldforsaleduringthefourthquarterof2022.Wearealsoonajourneytoreducethecomplexityofourdesignandproductplatforms.Webelievethisinitiative,amongmanyothers,willenableustoutilizeincreasedmodularproductionandimprovedscaleinglobalprocurement.Webelieveourcostpositionisclearlydifferentiatedintheapplianceindustryandwearecommittedtoevenfurtherimprovement,creatingstronglevelsofvalueforourshareholders,regardlessoftheexternalenvironment.*WhirlpoolownershipoftheHotpointbrandintheEMEAandAsiaPacificregionsisnotaffiliatedwiththeHotpointbrandsoldintheAmericas.8ValueCreationFrameworkOurlong-termvaluecreationframeworkisbuiltuponthestrongfoundationwehaveinplace:ourindustry-leadingbrandportfolioandrobustproductinnovationpipeline,supportedbyourglobaloperatingplatformandexecutedbyourexceptionalemployeesthroughouttheworld.Ourlong-termvalue-creationgoalsreflectouragileandresilientbusinessmodel,whichenablesustosucceedinanyoperatingenvironment.Wemeasurethesevalue-creationcomponentsbyfocusingonthefollowingkeymetrics:ProfitableGrowthMarginExpansionCashConversionInnovation-fueledgrowthatorabovethemarketDrivecostandprice/mixtogrowprofitabilityAssetefficiencyconvertsprofitablegrowthtocash5-6%11-12%7-8%AnnualOrganicNetSalesGrowthOngoingEBITMarginFCF(1)as%ofNetSalesReconciliationstotheequivalentGAAPmeasures—netsales,netearnings,returnonassets"ROA"andcashprovidedby(usedin)operatingactivities—fortheforward-lookingvalue-creationmetricsaboveandbelowarenotprovidedastheyrelyonmarketfactorsandotherassumptionsoutsideofourcontrol.CapitalAllocationStrategyWetakeabalancedapproachtocapitalallocationbyfocusingonthefollowingkeymetrics:Weremainconfidentinourabilitytoeffectivelymanageourbusinessthroughsupplychainconstraints,costinflationandothermacroeconomicfactorsandexpecttocontinuedeliveringlong-termvalueforourshareholders.9Regional Business Summary North America • In the United States, we market and distribute major home appliances and other consumer products primarily under the Whirlpool, KitchenAid, Maytag, Amana, JennAir, affresh, Swash, everydrop and Gladiator brand names primarily to retailers, distributors and builders, as well as directly to consumers. We also market small domestic appliances under the KitchenAid brand name to retailers, distributors and directly to consumers. Additionally, in the fourth quarter of 2022 we acquired InSinkErator, the world’s largest manufacturer of food waste disposers and instant hot water dispensers. • We also market Yummly, a recipe app in the United States, through the Yummly brand website and phone application stores. • In Canada, we market and distribute major home appliances primarily under the Whirlpool, KitchenAid, Maytag, JennAir, Amana and Speed Queen brand names and small domestic appliances under the KitchenAid brand to retailers, distributors, builders, and directly to consumers. • We sell some products to other manufacturers, distributors, and retailers for resale in North America under those manufacturers' and retailers' respective brand names. Europe, Middle East and Africa (EMEA) • In Europe, we market and distribute our major domestic appliances to retailers, distributors and directly to consumers under the Whirlpool, Indesit, Hotpoint*, Bauknecht, Ignis, Maytag and Privileg brand names. We also market major domestic appliances and small domestic appliances under the KitchenAid brand name primarily to retailers and distributors, as well as directly to consumers. Latin America Asia • We market and distribute products under the Whirlpool, Bauknecht, Indesit, Amana and Ignis brand names to distributors and Maytag, dealers in Africa and the Middle East. We sold our Turkey manufacturing entity in the second quarter of 2021 and sold our Russian operations in the third quarter of 2022. During the fourth quarter of 2022, our European major domestic appliance business was classified as held for sale. • In Latin America, we produce, market and distribute our major home appliances, small domestic appliances and other consumer products primarily under the Consul, Brastemp, Whirlpool, KitchenAid, Acros, Maytag and Eslabon de Lujo brand names primarily to retailers, distributors and directly to consumers. • We serve the countries of Brazil, Mexico, Bolivia, Paraguay, Uruguay, Argentina, Columbia, Chile, and certain Caribbean and Central America countries, via sales and distribution through accredited distributors. • • In 2022, we opened a new manufacturing facility in Argentina which will produce washing machines primarily for the Brazilian marketplace. In Asia, we market and distribute our major home appliances and small domestic appliances in multiple countries, notably in India. • We market and distribute our products in Asia primarily under the Whirlpool, Maytag, KitchenAid, Ariston, Indesit, Bauknecht and Elica brand names through a combination of direct sales to appliance retailers and chain stores and through full-service distributors to a large network of retail stores. • • In May 2021, we sold our majority interest in Whirlpool China and subsequently retained a non-controlling interest. Whirlpool China continues to sell Whirlpool-branded products through a licensing agreement in China. In September 2021, we acquired an additional interest in Elica PB India. In 2022, we opened a new manufacturing line in India which will produce front load washing machines primarily for India. * Whirlpool ownership of the Hotpoint brand in the EMEA and Asia Pacific regions is not affiliated with the Hotpoint brand sold in the Americas. 10 Competition Competition in the major home appliance industry is intense, including competitors such as BSH (Bosch), Electrolux, Haier, Hisense, LG, Mabe, Midea, Panasonic and Samsung, many of which are increasingly expanding beyond their existing manufacturing footprint. The competitive environment includes the impact of a changing retail environment, including the shifting of consumer purchase practices towards e-commerce and other channels. Moreover, our customer base includes large, sophisticated trade customers who have many choices and demand competitive products, services and prices, and many of whom have their own brands which compete with our products. We believe that we can best compete in the current environment by focusing on introducing new and innovative products, building strong brands, enhancing trade customer and consumer value with our product and service offerings, meeting or exceeding our emissions and product efficiency increasing commitments, optimizing our regional productivity, improving quality, lowering costs, and taking other efficiency-enhancing measures. footprint and trade distribution channels, Seasonality The Company's quarterly revenues have historically been affected by a variety of seasonal factors, including holiday-driven promotional periods. Historically, the Company's total revenue and operating margins have been highest in the third and fourth quarter. In 2022, 2021, and 2020, we realized a seasonality pattern that differed from historical periods due to the COVID-19 pandemic, supply chain disruptions, and other macroeconomic factors. In 2023, the Company expects the seasonal pattern of revenue and operating margins to be more heavily weighted to the second half of the year, compared to historical norms. Raw Materials and Purchased Components Our supplier performance is essential to our business. Some supply disruptions and unanticipated costs may be incurred in transitioning to a new supplier if a prior single supplier relationship was abruptly interrupted or terminated. In the event of a disruption, we believe that we would be able to leverage our global scale to qualify and use alternate materials, though sometimes at premium costs. In 2022 and 2021, our industry was impacted by supply constraints with our suppliers, factories, and logistics providers, based in significant part on geopolitical developments and macroeconomic factors beyond our control. More specifically, in the fourth quarter of 2022, we experienced a one-off supply chain disruption driving revenue decline in the North America operating segment. We believe we have the organization well positioned to succeed throughout the year and to benefit from mid to long term opportunities. Working Capital The Company maintains varying levels of working capital throughout the year to support business needs and customer requirements through various inventory management techniques, including demand forecasting and planning. See the Financial Condition and Liquidity section of the “Management's Discussion and Analysis” section of this Annual Report on Form 10-K for additional information on our working capital requirements and processes. Trademarks, Licenses and Patents We consider the trademarks, copyrights, patents, and trade secrets we own, and the licenses we hold, in the aggregate, to be a valuable asset. Whirlpool is the owner of a number of trademarks in the United States and foreign countries. The most important trademarks to North America are Whirlpool, Maytag, important trademarks to EMEA are Whirlpool, KitchenAid, Bauknecht, Indesit, Hotpoint* and Ignis. The most important trademarks to Latin America are Consul, Brastemp, Whirlpool, KitchenAid and Acros. The most important trademark to Asia is Whirlpool. InSinkErator, Yummly and Amana. The most JennAir, KitchenAid, * Whirlpool ownership of the Hotpoint brand in the EMEA and Asia Pacific regions is not affiliated with the Hotpoint brand sold in the Americas. 11 We receive royalties from licensing our trademarks to third parties to manufacture, sell and service certain products bearing the Whirlpool, Maytag, KitchenAid and Amana brand names. We continually apply for and obtain patents globally. The primary purpose in obtaining patents is to protect our designs, technologies, products and services. Government Regulation and Protection of the Environment At Whirlpool, we believe our vision to be the world’s best kitchen and laundry company, in constant pursuit of improving life at home, is an urgent call to action. Our commitment to sustainability is guided by this belief and brought to life through the choices and investments we make: to protect our shared environment, to support our employees’ continuous growth and ensure their safety, and to always do our best to uplift our communities. And we are uniquely placed to achieve that. We know that an environmentally sustainable Whirlpool is a more competitive Whirlpool - a company better positioned for long-term success. Our Environmental, Social and Governance (ESG) strategy is an integral part of our long-term, globally aligned strategic imperatives and operating priorities. It is deeply embedded in our vision, mission and values as an organization. We continuously seek to identify ways to broaden our commitments to ESG efforts and make progress on our goal of making our homes, our communities and our operations better today and in the future. We are committed to developing innovative products that drive efficiencies in water and energy use and save our consumers’ time. Because we consider consumer preferences and cultural influences, and differences in infrastructure and availability of resources (such as water and energy) in regions where we operate, our approach and impact vary by region. In developed countries such as the U.S. and in Europe, our journey in providing efficient appliances has been one of continuous success over decades of delivering on innovation while not sacrificing performance. In developing countries we are committed to providing solutions specific to those areas, while minimizing the water and energy use of those products. It is these purposeful innovations that have improved the lives of millions of our consumers in meaningful ways. We are also committed to a 20 percent reduction in emissions linked to the use of our products (scope 3 category 11) across the globe by 2030, compared to 2016 levels. This target has been approved by the Science Based Targets initiative, and builds on the Company's earlier reduction in emissions across all scopes since 2005. In 2021, the Company announced a global commitment to reach a net zero emissions target in its plants and operations (scopes 1 and 2) by 2030, which will cover more than 30 of Whirlpool Corporation's manufacturing sites and its large distribution centers around the world. We expect to achieve this target by generating and consuming renewable energy, including installation of wind turbines, solar panels and investing in off-site renewables through virtual power purchase agreements, improvements in energy efficiency and leveraging carbon removal to offset emissions that cannot be avoided. The Company has also entered into a second Virtual Purchase Power Agreement (VPPA), which represents an additional 53 megawatts of clean, renewable wind energy over the next 12 years and accelerates the Company’s progress to cover 100 percent renewable electricity for its U.S. plant operations. The Company is also taking actions to reduce waste material across all global manufacturing facilities. We continued a carbon offsetting initiative based on our use of advanced formulation blowing in refrigerators produced in North America. These agents with lower global warming potential conversions allow us to generate tradable environmental assets and operate in the voluntary carbon offsets market by following an approved American Carbon Registry (ACR) methodology. ACR is a leading carbon offset program that has developed environmentally rigorous, science-based offset methodologies for years. Our ACR-registered carbon offsets are sold to external buyers via a broker, and the funds are used to further our initiatives in reducing our carbon footprint through sustainable product development and emissions offsetting. The amount received for ACR credit sales in 2022 was immaterial, though it is expected to increase in the future. Offset activation, verification, and brokerage was also immaterial and is not expected to be material in 2023. 12 We comply with all laws and regulations regarding protection of the environment, and in many cases where laws and regulations are less restrictive, we have established and are following our own standards, consistent with our commitment to environmental responsibility. These compliance requirements tend to pair well with our ESG focus and we believe that we are in compliance, in all material respects, with presently applicable governmental provisions relating to environmental protection in the countries in which we have manufacturing operations. Compliance with these environmental laws and regulations did not have a material effect on capital expenditures, earnings, or our competitive position during 2022 and is not expected to be material in 2023. The entire major home appliance industry, including Whirlpool, must contend with the adoption of stricter government energy and environmental standards. These standards have been phased in over the past several years and continue to be phased in, and include the general phase-out of ozone-depleting chemicals used in refrigeration, and energy and related standards for selected major appliances, regulatory restrictions on the materials content specified for use in our products by some jurisdictions and mandated recycling of our products and packaging materials at the end of their useful lives. Compliance with these various standards, as they become effective, will increase costs or require some product redesign. However, we believe, based on our understanding of the current state of proposed regulations, that we will be able to develop, manufacture, and market products that comply with these regulations. Various municipal, state, and federal regulators have discussed, proposed, or enacted new regulations or bans on appliances that utilize natural gas citing climate change and other regulatory concerns, which would impose transition costs and impact our product mix and product offerings, among other impacts. We also believe that transition to a lower-carbon economy presents opportunities for our business, given our broad-based product portfolio of resource-efficient appliances, including a full line of electric, natural gas and induction-based appliances. Our operations are also subject to numerous legal and regulatory requirements concerning product energy usage, data privacy, cybersecurity, employment conditions and worksite health and safety. These requirements often provide broad discretion to government authorities, and they could be interpreted or revised in ways that delay production or make production more costly. The costs to comply, or associated with any noncompliance, are, or can be, significant and vary from period to period. Specific to data privacy and cybersecurity, our Board exercises oversight for our global information security and privacy programs. This includes understanding our business needs and associated risks, and reviewing management's strategy and recommendations for managing cybersecurity and privacy risks. In line with this oversight responsibility, the Audit Committee receives reports on cyber program effectiveness periodically, and the Board of Directors receives a full presentation annually on cybersecurity related trends and program updates. For our employees globally, we maintain a cybersecurity and privacy training program that includes training, simulated phishing exercises, and regular publications on our Company portal. Additionally, we maintain a privacy program that manages compliance to privacy regulations globally. Human Capital Management At Whirlpool, our values guide everything we do. We have created an environment where open and honest communication is the expectation, not the exception. We hold our employees to this standard and offer the same in return. Our Integrity Manual was created to help our employees follow our commitment to win the right way. Additionally, our Supplier Code of Conduct formalizes the key principles under which Whirlpool’s suppliers are required to operate. Our Human Capital Strategy is built around three pillars: Agile Organization Our employees are a critical driver of Whirlpool’s global business results. On December 31, 2022, Whirlpool employed approximately 61,000 employees across 48 countries, with 32% located within the United States. Outside of the United States, our largest employee populations were located 13 within Brazil and Mexico. We regularly monitor various key performance indicators around the human capital priorities of attracting, retaining, and engaging our global talent. In addition, we enable the execution of our strategic priorities by providing all employees with access to learning opportunities to improve critical skills, and to develop professional and leadership acumen. Great People We have a long tradition of measuring employee engagement through our employee engagement pulse surveys. We continued to use frequent global pulse surveys with coverage of broader engagement and well-being topics. Development of leadership acumen within Whirlpool Corporation is critical in ensuring People Leaders at all levels are capable and confident in their ability to bring out the best in our people. At Whirlpool, we believe in “Leaders Teaching Leaders” where our senior leaders are expected to step up and embrace their role in developing our next generation of leaders. As a result, all of our formal leadership development programs are internally designed and facilitated by Whirlpool leaders themselves. The benefits of this strategy are multi-fold; our senior leaders grow continually by leaders learn from their role models’ personal playing the role of teachers, our next-level experiences and in turn, our organization builds a leadership engine. Leadership development is a crucial component of our overall organizational strategy, and will continue to be an area of focus in the coming years. Whirlpool offers a variety of programs globally to protect the health and safety of our employees. While we maintain targets for year-over-year reduction of the total recordable incident rate and serious injuries, our goal is always zero. Whirlpool has a proud history of providing our employees with comprehensive and competitive benefits packages and we continue to invest in our employees' health and well being. In 2022, we launched a global well-being strategy focused on six main well-being pathways – Be healthy; Be you; Be balanced; Be curious; Be prepared; and Be connected, to further empower and support our employees to “Be Well” in all aspects of their lives. In addition, we enabled access for all our employees to clinical counselors and guidance on relationships, finances, retirement planning, legal issues and emotional needs. All global employees, regardless of their full-time or part-time status, are eligible for this free well-being benefit. Winning Culture Our culture is underpinned by our enduring values, which have long been pillared by inclusion and diversity. Whirlpool has a history of prioritizing issues such as gender and racial equality among our people. For the past 19 years, Whirlpool Corporation has achieved a perfect 100 on the Corporate Equality Index, marking nearly two decades of commitment to inclusion in the workplace. This broad organizational commitment was again demonstrated in 2022 with extensive participation in our global inclusion month. Additionally, Whirlpool’s employee resource groups (ERGs) continue to raise awareness for an inclusive culture, representing eight under-represented groups in North America; two in our Europe, Middle East and Africa region; four in the Latin America region; and one in Asia. In 2022, we progressed in our Pledge to Equality and Fairness for our Black Colleagues in the United States, which we established in 2020. At its core, the pledge is our way to activate change and make our company and the communities where we operate better places to work and live for our black colleagues. The pledge is a multi-year action plan, comprising 16 work streams, each led by a senior leader, and overseen by a steering committee of Executive Committee members. In 2022, we continued our rollout of Unconscious Bias and Empathy training for all people leaders, with 91% of U.S.-based people leaders participating. After breaking ground on the multi-family housing development in Benton Harbor, Michigan in 2021, where our Global Headquarters are located, that work continued throughout 2022 and we are excited to welcome residents to their new homes in 2023 as part of our housing commitment to attract diverse occupants as residents of the community. While our actions focus on our “four walls” and our local communities, we hope that these actions will have a ripple effect on society at large. 14 For additional information, please see Whirlpool’s website (www.whirlpoolcorp.com), and forthcoming 2023 Proxy Statement and 2022 Sustainability Report. The contents of our Sustainability Report and the Company's website are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC. Other Information For information about the challenges and risks associated with our foreign operations, see "Risk Factors" under Item 1A. Whirlpool is a major supplier of laundry, refrigeration, cooking and dishwasher home appliances to Lowe's, a North American retailer. Sales to Lowe's represented approximately 14%, 13%, and 13% of our consolidated net sales in 2022, 2021 and 2020, respectively. Lowe's represented approximately 37% and 21% of our consolidated accounts receivable as of December 31, 2022 and 2021, respectively. The proportional increase in Lowe's accounts receivable balance is due to a decrease in consolidated accounts receivable driven by European major domestic appliance business transferred to held for sale. Lowe's accounts receivable has decreased by 9% from the prior year. For additional information, see Note 16 to the Consolidated Financial Statements. For information on our global restructuring plans, and the impact of these plans on our operating segments, see Note 14 to the Consolidated Financial Statements. Information About Our Executive Officers The following table sets forth the names and ages of our executive officers on February 10, 2023, the positions and offices they held on that date, and the year they first became executive officers: Name Marc R. Bitzer Office Chairman of the Board and Chief Executive Officer First Became an Executive Officer 2006 James W. Peters João C. Brega Gilles Morel Executive Vice President and Chief Financial Officer and President, Whirlpool Asia Executive Vice President and President, Whirlpool Latin America Executive Vice President and President, Whirlpool Europe, Middle East & Africa 2016 2012 2019 Age 58 53 59 57 The executive officers named above were elected by our Board of Directors to serve in the office indicated until the first meeting of the Board of Directors following the annual meeting of stockholders in 2023 and until a successor is chosen and qualified or until the executive officer's earlier resignation or removal. Each of our executive officers has held the position set forth in the table above or has served Whirlpool in various executive or administrative capacities for at least the past five years, except for Mr. Morel. Prior to joining Whirlpool in April 2019, Mr. Morel served for two years as CEO of Northern and Central Europe for Groupe Savencia. Prior to that, he worked for 27 years at Mars Inc. in various leadership positions, most recently as Regional President, Europe & Eurasia for Mars Chocolate. On January 31, 2023, Joseph T. Liotine, President and Chief Operating Officer of the Company, transitioned to an advisory role. Mr. Liotine will serve in this role through March 31, 2023 and then depart the Company. Marc R. Bitzer, Chairman and CEO, has assumed direct responsibility for global operations. The Company has also announced that João Brega will retire from his position as Executive Vice President and President, Whirlpool Latin America effective March 31, 2023, after 27 years of service with the Company. As part of a planned transition, Juan Carlos Puente, Senior Vice President and President, LAR North, will succeed Mr. Brega in the role effective April 1, 2023. 15 Available Information Financial results and investor information (including Whirlpool's Form 10-K, 10-Q, and 8-K reports) are accessible at Whirlpool's investor website: investors.whirlpoolcorp.com. Copies of our Form 10- K, 10-Q, and 8-K reports and amendments, if any, are available free of charge through our website on the same day they are filed with, or furnished to, the Securities and Exchange Commission. We routinely post important information for investors on our website, whirlpoolcorp.com, in the "Investors" section. We also intend to update the Hot Topics Q&A portion of this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investors section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document. 16 ITEM 1A. RISK FACTORS This report contains statements referring to Whirlpool that are not historical facts and are considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, which are intended to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, are based on current projections about operations, industry conditions, financial condition and liquidity. Words that identify forward- looking statements include words such as "may," "could," "will," "should," "possible," "plan," "predict," "forecast," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe," "may impact," "on track," “guarantee”, “seek” and the negative of these words and words and terms of similar substance used in connection with any discussion of future operating or financial performance, an acquisition or merger, or our businesses. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Those statements are not guarantees and are subject to risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual results could differ materially and adversely from these forward-looking statements. We have listed below what we believe to be the most significant strategic, operational, financial, legal and compliance, and general risks relating to our business. STRATEGIC RISKS We face intense competition in the major home appliance industry and failure to successfully compete could negatively affect our business and financial performance. Each of our operating segments operates in a highly competitive business environment and faces intense competition from a significant number of competitors, many of which have strong consumer brand equity. Several of these competitors, such as those set forth in the Business section of this annual report on Form 10-K, are large, well-established companies, ranking among the Global Fortune 500. We also face competition that may be able to quickly adapt to changing consumer preferences, particularly in the connected appliance space, or may be able to adapt more quickly to changes brought about by the global pandemic, supply chain constraints, inflationary pressures, currency fluctuations, geopolitical uncertainty, increased interest rates or other factors. Moreover, our customer base includes large, sophisticated trade customers who have many choices and demand competitive products, services and prices, and which have and may in the future merge, consolidate, form alliances or further increase their relative purchasing scale. Competition in the global appliance industry is based on a number of factors including selling price, product features and design, consumer taste, performance, innovation, reputation, energy efficiency, service, quality, incentives, such as promotional funds, sales incentives, volume cost, distribution, and financial rebates and terms. Many of our competitors are increasingly expanding beyond their existing manufacturing footprints. Our competitors, especially global competitors with low-cost sources of supply, vertically integrated business models and/or highly protected home countries outside the United States, have aggressively priced their products and/or introduced new products to increase market share and expand into new geographies. Many of our competitors have established and may expand their presence in the rapidly changing retail environment, including the shifting of consumer purchasing practices towards e-commerce and other channels, and the increasing global prevalence of direct-to-consumer sales models. In addition, technological innovation is a significant competitive factor for our products, as consumers continually look for new product features that save time, effort, water and energy. If we are unable to successfully compete in this highly competitive environment, our business and financial performance could be negatively affected. The loss of, or substantial decline in, volume of sales to any of our key trade customers, major buying groups, and/or builders could adversely affect our financial performance. We sell to a sophisticated customer base of large trade customers, including large domestic and international trade customers, that have significant leverage as buyers over their suppliers. Most of our products are not sold through long-term contracts, allowing trade customers to change volume among suppliers like us. As the trade customers continue to become larger through merger, 17 including improved efficiency, consolidation or organic growth, they may seek and have sought to use their position to improve their profitability by various means, lower pricing, and increased promotional programs. As has occurred in the past, if we are unable to meet their demand requirements, our volume growth and financial results could be negatively affected. We also continue to pursue direct-to-consumer sales globally, including the launch of direct-to-consumer sales on most of our brand websites in recent years, which may impact our relationships with existing trade customers. The loss or substantial decline in volume of sales to our key trade customers, major buying groups, builders, or any other trade customers to which we sell a significant amount of products, has and in the future could adversely affect our financial performance. Additionally, the loss of market share or financial difficulties, including bankruptcy and financial restructuring, by these trade customers could have a material adverse effect on our financial statements. Failure to maintain our reputation and brand image could negatively impact our business. Our brands have worldwide recognition, and our success depends on our ability to maintain and enhance our brand image and reputation. Maintaining, promoting and growing our brands depends including advertising and consumer campaigns, as well as product on our marketing efforts, innovation. We could be adversely impacted if we fail to achieve any of these objectives or if, whether or not justified, the reputation or image of our company or any of our brands is tarnished or receives negative publicity. In addition, adverse publicity about regulatory or legal action against us, product safety, data privacy breaches or quality issues, inability to meet our net zero or other sustainability goals, or negative association with any brand could damage our reputation and brand image, undermine our customers' confidence in us and reduce long-term demand for our products, even if the regulatory or legal action is unfounded or not material to our operations. In addition, our success in maintaining, extending and expanding our brand image depends on our ability to adapt to a rapidly changing media environment, including an ever-increasing reliance on social media and online dissemination of advertising campaigns. Inaccurate or negative posts or comments about us on social networking and other websites that spread rapidly through such forums could seriously damage our reputation and brand image. If we do not protect, maintain, extend and expand our brand image, then our financial statements could be materially adversely affected. An inability to effectively execute and manage our business objectives and global operating platform initiative could adversely affect our financial performance. The highly competitive nature of our industry requires that we effectively execute and manage our business objectives including our global operating platform initiative. Our global operating platform initiative aims to reduce costs, expand margins, drive productivity and quality improvements, accelerate our rate of innovation, generate free cash flow and drive shareholder value. An inability to effectively control costs and drive productivity improvements could adversely affect our profitability. In addition, an inability to provide high-quality, innovative products could adversely affect our ability to maintain or increase our sales, which could negatively affect our revenues and overall financial performance. Our ability to understand consumers’ preferences and to timely identify, develop, manufacture, market, and sell products that meet customer demand could significantly affect our business. Our success is dependent on anticipating and appropriately reacting to changes in consumer preferences, including the shifting of consumer purchasing practices towards e-commerce, direct-to- consumer and other channels, and on successful new product development, including in the eco- efficiency space, the connected appliance space and the digital space (for example, our Yummly recipe app), and process development and product relaunches in response to such changes. Our future results and our ability to maintain or improve our competitive position will depend on our capacity to gauge the direction of our key product categories and geographic regions and upon our ability to successfully and timely identify, develop, manufacture, market, and sell new or improved products in these changing environments. 18 Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products, services and brands. We consider our intellectual property rights, including patents, trademarks, copyrights and trade secrets, and the licenses we hold, to be a significant and valuable aspect of our business. We attempt to protect our intellectual property rights through a combination of patent, trademark, copyright and trade secret laws, as well as licensing agreements and third-party nondisclosure and assignment agreements, as well as agreements and policies with our employees and other parties to future regulatory action (including non-compete agreements which may become subject impacting many companies). Our failure to obtain protection for or adequately protect our trademarks, products, new features of our products, or our processes may diminish our competitiveness. We have applied for intellectual property protection in the United States and other jurisdictions with respect to certain innovations and new products, design patents, product features, and processes. We cannot be assured that the U.S. Patent and Trademark Office or any similar authority in other jurisdictions will approve any of our patent applications. Additionally, the patents we own could be challenged or invalidated, others could design around our patents or the patents may not be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage. Further, the laws of certain foreign countries in which we do business, or contemplate doing business in the future, do not recognize intellectual property rights or protect them to the same extent as United States law. These factors could weaken our competitive advantage with respect to our products, services, and brands in foreign jurisdictions, which could adversely affect our financial performance. Moreover, while we do not believe that any of our products infringe on enforceable intellectual property rights of third parties, others have in the past and may in the future assert intellectual property rights that cover some of our technology, brands, products, or services. Any litigation regarding patents or other intellectual property could be costly and time-consuming and could divert the attention of our management and key personnel from our business operations. Claims of intellectual property infringement might also require us to enter into costly license agreements or modify our products or services. We also may be subject to significant damages, injunctions against the development and sale of certain products or services, or limited in the use of our brands. OPERATIONAL RISKS We face risks associated with our divestitures, acquisitions, other investments and joint ventures. From time to time, we make strategic divestitures, acquisitions, investments and participate in joint ventures. For example, in 2022, we divested our operations in Russia and acquired our InSinkErator business from Emerson Electric Co.. During the fourth quarter of 2022, we also classified our European major domestic appliance business as held for sale, and signed an agreement in January 2023 to contribute our European major domestic appliance business to a newly formed entity with Arcelik. In 2021, we divested our majority interest in Whirlpool China (formerly Hefei Sanyo) and sold our manufacturing entity in Turkey. These transactions, and other transactions that we have entered into or which we may enter into in the future, can involve significant challenges and risks, including that the transaction does not advance our business strategy or fails to produce a satisfactory return on our investment. We have encountered and may encounter difficulties in integrating acquisitions with our operations, undertaking post-acquisition restructuring activities, applying our internal control processes to these acquisitions, managing strategic investments, and in overseeing the operations, systems and controls of acquired companies. Integrating acquisitions and carving out divestitures is often costly, may be dilutive to earnings and may require significant attention from management. There might also be differing or inadequate cybersecurity and data protection controls, which could impact our exposure to data security incidents and potentially increase anticipated costs or time to integrate the business. Furthermore, we may not realize the degree, or timing, of benefits we anticipate when we first enter into a transaction. While our evaluation of any potential transaction includes business, legal and financial due diligence with the goal of identifying and evaluating the material risks involved, our due diligence reviews have not always in the past and 19 may not always in the future identify all of the issues necessary to accurately estimate the cost and potential loss contingencies of a particular transaction, including potential exposure to regulatory sanctions resulting from an acquisition target's previous activities, costs associated with any quality issues with an acquisition target's legacy products or difficulties and costs associated with obtaining necessary regulatory approvals. In addition, certain liabilities have in the past and may be retained by Whirlpool when closing a facility, divesting an entity or selling physical assets, and certain of these retained liabilities have been in the past and may be in the future material. For example, we agreed to retain certain liabilities relating to Embraco antitrust, tax, environmental, labor and products in connection with the Embraco sale. In addition, the current and proposed changes to the U.S. and foreign regulatory approval process and requirements in connection with an acquisition may cause approvals to take longer than anticipated to obtain, not be forthcoming or contain burdensome conditions, which may jeopardize, delay or reduce the anticipated benefits of the transaction to us and could impede the execution of our business strategy. The ability of our suppliers to deliver parts, components and manufacturing equipment to our manufacturing facilities according to schedule and quality required may impact our ability to manufacture without disruption and could affect product availability and sales. We use a wide range of materials and components in the global production of our products, which come from numerous suppliers around the world. Because not all of our business arrangements provide for guaranteed supply, and our suppliers also are subject to the economic, social and political conditions in the countries in which they operate and, moreover, some key parts may be available only from single-source unaffiliated third-party suppliers or a limited group of suppliers, we are subject to supply chain risk. In addition, certain proprietary component parts used in some of our products are provided by single-source unaffiliated third-party suppliers. We would be unable to obtain these proprietary components for an indeterminate period of time if these single-source suppliers were to cease or interrupt production or otherwise fail to supply these components to us as agreed, which could adversely affect our product sales and operating results. Our operations and those of our suppliers are subject to disruption for a variety of unexpected reasons, including, but not limited to, COVID-19-related disruptions, sudden changes in business conditions, supplier plant shutdowns or slowdowns, transportation delays due to port delays or any disruption on the supply chain, work stoppages, labor shortages, labor relations, global geopolitical instability, price inflation, governmental regulatory and enforcement actions, intellectual property claims against suppliers, disputes with suppliers, distributors or transportation providers, financial issues such as supplier bankruptcy, information technology failures, hazards such as fire, earthquakes, flooding, or other natural disasters, including due to climate change, and increased homeland security requirements in the U.S. and other countries. For example, we expect to continue to be impacted by supply chain issues, due to factors largely beyond our control: a global shortage of certain components, such as semiconductors, a strain on raw material and input cost inflation, all of which began easing towards the end of 2022, but could escalate again in future quarters. These issues have and could delay importation and increase the cost of products and/or components or require us to locate alternative providers to avoid disruption to customers. These alternatives have not always been and in the future may not be available on short notice and have and in the future could result in higher transit costs and stock availability, which could have an adverse impact on our business and financial statements. Additionally, we are subject to our suppliers’ capabilities to accurately forecast and manage their production and supply chains and consistently supply us with parts and other raw materials, which can impact our operations given the combination of potential issues including sourcing thousands of parts globally from numerous suppliers in multiple countries. The inability to timely convert our backlog due to supply chain disruptions subjects us to pricing and product availability risks and its conversion into revenue. If our suppliers are unable to effectively recover parts and components and we are unable to effectively manage the impacts of price inflation and timely convert our backlog, our results of operations, financial condition and cash flows could materially and adversely be affected. The lack of availability of any parts, components or equipment has and could result in production delays and sales disruptions, as well as our ability to fulfil contractual obligations. Unexpected 20 disruption risks as such can not be completely eliminated due to our reliance on suppliers’ performance to consistently build and ship products to customers. Our ability to continue to identify and to eliminate single failure points within the supply chain remains one of our priorities in order to reduce risks related to third party suppliers and macroeconomic, environmental, political or social potential unforecastable disruptions. Insurance for certain disruptions may not be available, affordable or adequate. The effects of climate change, including extreme weather events, long-term changes in temperature levels and water availability may exacerbate these risks. Such disruption has in the past and could in the future interrupt our ability to manufacture certain products. Any significant supply chain disruption for the reasons stated above or otherwise could have a material adverse impact on our financial statements. Our financial condition and results of operations have been impacted and may in the future be adversely affected by the ongoing COVID-19 pandemic. We continue to closely monitor the impact of the global COVID-19 pandemic on all aspects of our operations and regions, including its effect on our consumers, operations, employees, trade customers, suppliers and distribution channels. Beginning in 2020, the pandemic created significant business disruption and economic uncertainty which adversely impacted and continues to adversely impact our manufacturing operations, supply chain, and distribution channels. While the immediate impacts of the COVID-19 pandemic have been assessed, the long-term magnitude and duration of the disruption, including supply chain disruption, and resulting impact in global business activity remains uncertain. Many factors that have impacted us and others that may impact us in the future, such as timing and availability of effective treatments and vaccines, as well as vaccination rates among the population in the United States and many of the countries in which we operate, and new variants of COVID-19 are out of our control. The adverse impact of the pandemic is expected to continue and may materially affect our financial statements in future periods. We have not yet determined with certainty the extent to which our existing insurance will respond to pandemic-related impacts. In addition, we cannot predict the impact that COVID-19 will have on our trade customers, suppliers, consumers, and each of their financial conditions; however, any material effect on these parties could adversely impact us. The impact of COVID-19 may also exacerbate other risks discussed elsewhere in Item 1A. Risk Factors in this Annual Report on Form 10-K, any of which could have a material adverse effect on our financial statements. We face risks associated with our presence in emerging markets. Our growth plans include efforts to increase revenue from emerging markets, including through acquisitions. Local business practices in these countries may not comply with U.S. laws, local laws or other laws applicable to us or our compliance policies, and non-compliant practices may result in increased liability risks. For example, we may incur unanticipated costs, expenses or other liabilities as a result of an acquisition target's violation of applicable laws, such as the U.S. Foreign Corrupt Practices Act (FCPA) or similar worldwide anti-bribery laws in non-U.S. jurisdictions. We may incur unanticipated costs or expenses, impairment charges, expenses associated with eliminating duplicate facilities, litigation, and other liabilities. For example, we incurred significant impairment and restructuring expenses in the years following our acquisition of Indesit in 2014. In addition, our recent acquisitions have and future acquisitions may increase our exposure to other risks associated with operating internationally, including foreign currency exchange rate fluctuations; political, legal and economic instability; inflation; changes in tax rates and tax laws; and work stoppages and labor relations, in addition to other risks elsewhere in Item 1A. Risk Factors in this Annual Report on Form 10-K. including post-closing asset 21 Risks associated with our international operations may decrease our revenues and increase our costs. For the year ended December 31, 2022, sales outside our North America region represented approximately 42% of our net sales. We expect that international sales will continue to account for a significant percentage of our net sales. Accordingly, we have faced and continue to face numerous risks associated with conducting international operations, any of which could negatively affect our financial performance. These risks include the following: • • • • • • • • • COVID-19-related shutdowns, the timing, availability and effectiveness of treatments and vaccines, and other pandemic-related uncertainties in the countries in which we operate; Political, legal, and economic instability and uncertainty; Foreign currency exchange rate fluctuations; Changes in foreign tax rules, regulations and other requirements, such as changes in tax rates and statutory and judicial interpretations of tax laws; Changes in diplomatic and trade relationships, including sanctions and related regulations resulting from the current political situation in countries in which we do business; Inflation and/or deflation, and changes in interest rates; Changes in foreign country regulatory requirements, including data privacy laws; Various import/export restrictions and disruptions and the availability of required import/ export licenses; Imposition of tariffs and other trade barriers; • Managing widespread operations and enforcing internal policies and procedures such as compliance with U.S. and foreign anti-bribery, anti-corruption regulations and anti-money laundering regulations, such as the FCPA, and antitrust laws; • Labor disputes and work stoppages at our operations and suppliers; • Government price controls; • • Trade customer insolvency and the inability to collect accounts receivable; and Limitations on the repatriation or movement of earnings and cash As a U.S. corporation, we are subject to the FCPA, which may place us at a competitive disadvantage to foreign companies that are not subject to similar regulations. Additionally, any suspicion or determination that we have violated the FCPA or other anti-corruption laws could have a material adverse effect on us. On August 31, 2022, we completed the sale of our Russian business to Arcelik and recorded a loss on disposal. We continue to closely monitor the impact of the ongoing conflict in Ukraine on all aspects of our operations, including most importantly, the safety and security of our employees in the region. The impact of the conflict in Ukraine and resulting sanctions and export controls, include, but are not limited to, macro financial impacts resulting from the exclusion of Russian financial institutions from the global banking system; operational risks, including potential logistics, sales, distribution, and energy related challenges; and reductions in consumer and trade customer demand. Sanctions and export control laws may also have an indirect adverse effect on our business. Sanctions against Russia have contributed to adverse changes in the global price and availability of certain raw materials, which has and could reduce our sales and earnings or otherwise have an adverse effect on our operations, and any future additional export controls or sanctions imposed by the United States, United Kingdom, the European Union, or other countries could further exacerbate these effects. We may also experience potential additional impacts in the future. 22 We have not determined the extent to which our existing insurance coverage will respond to these impacts, or the extent to which any of the United States, European Union or other government actions may mitigate these impacts, if at all. Risks associated with unanticipated social, political and/or economic events may materially and adversely impact our business. Terrorist attacks, cyber events, armed conflicts (including the war in Ukraine discussed elsewhere in Risk Factors), civil unrest, espionage, natural disasters, governmental actions, epidemics and pandemics (including the impacts of COVID-19 discussed elsewhere in Risk Factors) have and could affect our domestic and international sales, disrupt our supply chain, and impair our ability to produce and deliver our products. Many of such events have impacted and could directly impact our physical facilities or those of our suppliers or customers. We have been and may be subject to information technology system failures, network disruptions, cybersecurity attacks and breaches in data security, which may materially adversely affect our operations, financial condition and operating results. We depend on information technology to improve the effectiveness of our operations, to interface with our customers, consumers and employees, to maintain the continuity of our manufacturing operations, and to maintain financial accuracy and efficiency. In addition, we collect, store, and process confidential or sensitive data, including proprietary business information, personal data or other information that is subject to privacy and security laws, regulations and/or customer-imposed controls. Our business processes and data sharing across suppliers and vendors is dependent on technology system availability. Our systems may depend, directly or indirectly, on software developed by third parties (such as open source libraries or vendor software) and we may have limited visibility into the robustness of the security practices followed during design, development, or remediation of this third party software. The failure of any such systems, whether internal or third-party, could disrupt our operations by causing transaction errors, processing inefficiencies, delays or cancellation of customer orders, the loss of customers, impediments to the manufacture the or shipment of products, other financial and business disruptions, employee relations issues, loss of or damage to intellectual property and the unauthorized disclosure or compromise of personal data of consumers and employees or of commercially sensitive information. In addition, we have outsourced certain technology services and administrative functions to third- party service providers and may outsource additional functions in the future. If these service providers do not perform effectively or experience failures, we may experience similar issues depending on the function involved. In addition, we may not achieve expected cost savings of outsourcing and may incur additional costs to correct errors made by such service providers. Our information systems, or those of our third-party service providers, have been in the past and could be in the future impacted by malicious activity of threat actors intent on extracting or corrupting information or disrupting business processes, or by unintentional data-compromising activities by our employees or service providers. Such unauthorized access has in the past and could in the future disrupt our business and result in the loss of assets. Cyber attacks are becoming more sophisticated and include ransomware attacks, attempts to gain unauthorized access to data, social engineering and other security breaches that have in the past and could in the future lead to disruptions in availability of critical systems, unauthorized release of confidential or otherwise protected information, and corruption of data. Our growth in the areas of direct-to-consumer sales and connected appliances (the "Internet of Things"), and increasingly advanced data processing capabilities, accompanied by increasing handling of consumer information, and our reliance on remote work arrangements, has increased these risks. These events have in the past and could in the future impact our customers, consumers, employees, third-parties and reputation and lead to financial losses from remediation actions, loss of business or potential litigation or regulatory liability or an increase in expenses. While we have not yet experienced any material impacts from a cyber attack, any one or more future cyber attacks could have a material adverse effect on our financial statements. Further, market dynamics are increasingly driving heightened cybersecurity protections and mandating cybersecurity standards in 23 our products, and we may incur additional costs to address these increased risks and to comply with such demands. Product-related liability or product recall costs could adversely affect our business and financial performance. We have been and may in the future be exposed to product-related liabilities, which in some instances may result in product redesigns, product recalls, or other corrective action. In addition, any claim, product recall or other corrective action that results in significant adverse publicity, particularly if those claims or recalls cause customers to question the safety or reliability of our products, may negatively affect our financial statements. For example, we have undertaken corrective action initiatives in EMEA related to certain legacy Indesit-designed washer and Indesit- produced dryers. We maintain product liability insurance, but it may not be adequate to cover losses related to product liability claims brought against us. Product liability insurance could become more expensive and difficult to maintain and may not be available on commercially reasonable terms, if at all. We may be involved in class action litigation or product recalls for which we generally have not purchased insurance, and may be involved in other litigation or events for which insurance products may have limitations. We regularly engage in investigations of potential quality and safety issues as part of our ongoing effort to deliver quality products to our customers. We are currently investigating certain potential quality and safety issues globally, and as appropriate, we undertake to effect repair or replacement of appliances in the event that an investigation leads to the conclusion that such action is warranted. Actual costs of these and any future issues depend upon several factors, including the number of consumers who respond to a particular recall, repair and administrative costs, whether the cost of if borne by us, whether we will be any corrective action is borne by us or the supplier, and, successful in recovering our costs from the supplier. The actual costs incurred as a result of these issues and any future issues could have a material adverse effect on our financial statements. Our ability to attract, develop and retain executives and other qualified employees is crucial to our results of operations and future growth. We depend upon the continued services and performance of our key executives, senior management and skilled personnel, particularly professionals with experience in our business, operations, engineering, technology and the home appliance industry. While we strive to attract, develop and retain these individuals through execution of our human capital strategy (see “Human Capital Management” in Item 1), we cannot be sure that any of these individuals will continue to be employed by us. In the case of talent losses, significant time is required to hire, develop and train skilled replacement personnel. We must also attract, develop, and retain individuals with the requisite engineering and technical expertise to develop new technologies and introduce new products and services, particularly as we increase investment in our digital and “Internet of Things” capabilities. Like many other companies, we are subject to fluctuations in the availability of qualified labor in certain key positions. As an example, in today's labor market, it is challenging to attract and retain qualified talent for key roles within the company, which could lead to increased wage inflation or impede our ability to execute certain key strategic initiatives as we respond to this labor shortage. A shortage of key employees can jeopardize the Company’s ability to implement its business objectives, and changes in key executives can result in loss of continuity, loss of accumulated knowledge, departures of other key employees, disruptions to our operations and inefficiency during transition periods. In addition, if we are unable to enforce certain non-compete covenants and confidentiality provisions when key employees leave for a competitor, we may lose a competitive advantage arising from confidential and proprietary company information known to such former employees. An inability to hire, develop, transfer retained knowledge, engage and retain a sufficient number of qualified employees could materially hinder our business by, for example, delaying our ability to bring new products and services to market or impairing the success of our operations, which could adversely affect our results of operations. 24 A deterioration in labor relations could adversely impact our global business. As of December 31, 2022, we had approximately 61,000 employees globally. We are subject to separate collective bargaining agreements with certain labor unions, as well as various other commitments regarding our workforce. We periodically negotiate with certain unions representing our employees and may be subject to work stoppages or may be unable to renew collective bargaining agreements on the same or similar terms, or at all. In addition, our global restructuring activities have in the past and may in the future be received negatively by governments and unions and attract negative media attention, which may delay the implementation of such plans. A deterioration in labor relations may have a material adverse effect on our financial statements. FINANCIAL RISKS Fluctuations and volatility in the cost and availability of raw materials and purchased components could adversely affect our operating results. The sources and prices of the primary materials (such as steel, resins, and base metals) used to manufacture our products and components containing those materials are susceptible to significant global and regional price fluctuations or availability due to inflation, supply and demand trends, the COVID-19 pandemic, transportation and fuel costs, port and shipping capacity, labor costs or disputes, government regulations, including increased homeland security requirements, and tariffs, changes in currency exchange rates and interest rates, price controls, the economic climate, severe weather, climate change and other unforeseen circumstances. For example, we experienced significant raw material inflation in 2021 and 2022, respectively, in addition to many other cost increases throughout our business. In addition, we engage in contract negotiations and enter into commodity swap contracts to manage risk associated with certain commodities purchases, and we have in the past and may in the future experience losses based on commodity price changes. Significant increases in materials cost and availability and other costs now and in the future could have a material adverse effect on our financial statements. As an example, in recent years the company has experienced and expects to continue to experience significant levels of commodity, logistics and wage inflation across our businesses. We have responded to these inflationary factors with strong cost reduction initiatives and cost-based price increases. An inability to respond to inflationary pressures effectively could have a material adverse effect on our financial statements. Foreign currency fluctuations may affect our financial performance. We generate a significant portion of our revenue and incur a significant portion of our expenses in foreign currencies. Changes in the exchange rates of functional currencies of those operations affect the U.S. dollar value of our revenue and earnings from our foreign operations. We use currency forwards, net investment hedges, and options to manage our foreign currency transaction exposures. We cannot completely eliminate our exposure to foreign currency fluctuations, which have and may adversely affect our financial performance. In addition, because our consolidated financial results are reported in U.S. dollars, as we generate sales or earnings in other currencies, the translation of those results into U.S. dollars can result in a significant increase or decrease in the amount of those sales or earnings. Finally, the amount of legal contingencies related to foreign operations may fluctuate significantly based upon changes in exchange rates and usually cannot be managed with currency forwards, options or other arrangements. Such fluctuations in exchange rates can significantly increase or decrease the amount of any legal contingency related to our foreign operations and make it difficult to assess and manage the potential exposure. Goodwill and indefinite-lived intangible asset impairment charges have in the past and may in the future adversely affect our operating results. We have a substantial amount of goodwill and indefinite-lived intangible assets, primarily trademarks, on our balance sheet. We test the goodwill and intangible assets for impairment on an annual basis and when events occur or circumstances change that indicate that the fair value of the reporting unit or intangible asset may be below its carrying amount. Fair value determinations require considerable judgment and are sensitive to inherent uncertainties and changes in estimates and assumptions regarding revenue growth rates, EBIT margins, capital expenditures, working 25 capital requirements, tax rates, terminal growth rates, discount rates, royalty rates, benefits associated with a taxable transaction and synergies available to market participants. Declines in market conditions, a trend of weaker than anticipated financial performance for our reporting units or declines in projected revenue for our trademarks, a decline in our share price for a sustained period of time, an increase in the market-based weighted average cost of capital or a decrease in royalty rates, among other factors, are indicators that the carrying value of our goodwill or indefinite-lived intangible assets may not be recoverable. We recorded a goodwill impairment charge for our EMEA reporting unit of $278 million and recorded an impairment charge of $106 million for certain other intangible assets, each during the second quarter of 2022. In the fourth quarter of 2022, and in connection with the planned divestiture of our European major domestic appliance business, the remaining carrying value of $255 million for the EMEA trademarks was classified as held for sale. We did not record any impairment charges for the year ended December 31, 2021. During the fourth quarter of 2022, we completed the acquisition of the InSinkErator business and as a result recorded an increase in goodwill of $1.1 billion and an increase of intangible assets of $1.6 billion. We may in the future be required to record a goodwill or intangible asset impairment charge that, if incurred, could have a material adverse effect on our financial statements. Impairment of long-lived assets may adversely affect our operating results. Our long-lived asset groups are subject to an impairment assessment when certain triggering events or circumstances indicate that their carrying value may be impaired. If the carrying value exceeds our estimate of future undiscounted cash flows of the operations related to the asset group, an impairment is recorded for the difference between the carrying amount and the fair value of the asset group. The results of these tests for potential impairment may be adversely affected by unfavorable market conditions, our financial performance trends, or an increase in interest rates, among other factors. If as a result of the impairment test we determine that the fair value of any of our long-lived asset groups is less than its carrying amount, we may incur an impairment charge that could have a material adverse effect on our financial statements. We face inventory valuation risk. We write down product and component inventories that have become obsolete or do not meet anticipated demand or net realizable value. No assurance can be given that, given the unpredictable pace of product obsolescence and business conditions with trade customers and in general, we will not incur additional inventory related charges. Such charges could negatively affect our financial statements. Significant differences between actual results and estimates of the amount of future funding for our pension plans and postretirement health care benefit programs, and significant changes in funding assumptions or significant increases in funding obligations due to regulatory changes, could adversely affect our financial results. We have both funded and unfunded defined benefit pension plans that cover certain employees around the world. We also have unfunded postretirement health care benefit plans for eligible retired employees. The Employee Retirement Income Security Act of 1974 (ERISA) and the Internal Revenue Code, as amended, govern the funding obligations for our U.S. pension plans, which are our principal pension plans. Our U.S. defined benefit plans were frozen on or before December 31, 2006 for substantially all participants. Since 2007, U.S. employees have been eligible for an enhanced employer contribution under Whirlpool's defined contribution (401(k)) plan. 26 As of December 31, 2022, our projected benefit obligations under our pension plans and postretirement health and welfare benefit programs exceeded the fair value of plan assets by an aggregate of approximately $0.4 billion, including $0.3 billion of which was attributable to pension plans and $0.1 billion of which was attributable to postretirement health care benefits. Estimates for the amount and timing of the future funding obligations of these pension plans and postretirement health and welfare benefit plans are based on various assumptions, including discount rates, expected long-term rate of return on plan assets, life expectancies and health care cost trend rates. These assumptions are subject to change based on changes in interest rates on high quality bonds, stock and bond market returns, health care cost trend rates and regulatory changes, all of which are largely outside our control. Significant differences in results or significant changes in assumptions may materially affect our postretirement obligations and related future contributions and expenses. LEGAL & COMPLIANCE RISKS Unfavorable results of legal and regulatory proceedings could materially adversely affect our business and financial condition and performance. We are or may in the future become subject to a variety of litigation and legal compliance risks relating to, among other things: products; intellectual property rights; income and indirect taxes; environmental matters (including matters related to climate change); corporate matters; commercial matters; credit matters; competition laws; distribution, marketing and trade practice matters; customs and duties; occupational health and safety (including matters related to the COVID-19 pandemic), industrial accidents, anti–bribery and anti–corruption regulations; energy regulations; data privacy regulations; financial and securities regulations; and employment and benefit matters. For example, we are currently disputing certain income and indirect tax related assessments issued by the Brazilian authorities (see Note 8 and Note 15); and we are disputing certain income and indirect tax assessments in various legal proceedings in Italy, India and other jurisdictions globally. Unfavorable outcomes regarding these assessments could have a material adverse effect on our financial statements in any particular reporting period. Results of legal and regulatory proceedings cannot be predicted with certainty and for some matters, such as class actions, no insurance is cost- effectively available. Regardless of merit, legal and regulatory proceedings may be both time- consuming and disruptive to our operations and could divert the attention of our management and key personnel from our business operations. Such proceedings could also generate significant adverse publicity and have a negative impact on our reputation and brand image, regardless of the existence or amount of liability. We estimate loss contingencies and establish accruals as required by GAAP, based on our assessment of contingencies where liability is deemed probable and reasonably estimable, in light of the facts and circumstances known to us at a particular point in time. Subsequent developments in legal proceedings, volatility in foreign currency exchange rates and other factors may affect our assessment and estimates of the loss contingency recorded and could result in an adverse effect on our results of operations in the period in which a liability would be recognized or cash flows for the period in which amounts would be paid. Actual results may significantly vary from our reserves. We are subject to, and could be further subject to, governmental investigations or actions by other third parties. We are subject to various federal, foreign and state laws, including antitrust and product-related laws and regulations, violations of which can involve civil or criminal sanctions. Responding to governmental investigations or other actions may be both time-consuming and disruptive to our operations and could divert the attention of our management and key personnel from our business operations. For example, the second part of a French Competition Authority investigation, which is expected to focus primarily on manufacturer interactions with retailers, is ongoing. The impact of these and other investigations and lawsuits could have a material adverse effect on our financial statements and harm our reputation. Changes in the legal and regulatory environment, including data privacy and protection, and changes in taxes and tariffs, could limit our business activities, increase our operating costs, reduce demand for our products or result in litigation or regulatory action. 27 Theconductofourbusinesses,andtheproduction,distribution,sale,advertising,labeling,safety,transportationanduseofmanyofourproducts,aresubjecttovariouslawsandregulationsadministeredbyfederal,stateandlocalgovernmentalagenciesintheUnitedStates,aswellastoforeignlawsandregulationsadministeredbygovernmententitiesandagenciesincountriesinwhichweoperate.Compliancewiththeseregulationsmayberequireusto,amongotherthings,changeourmanufacturingprocessesorproductofferings,orundertakeothercostlyactivities.Inaddition,weoperateinanenvironmentinwhichtherearedifferentandpotentiallyconflictingdataprivacyanddataprotectionlawsineffectinthevariousU.S.statesandforeignjurisdictionsinwhichweoperateandwemustunderstandandcomplywitheachlawandstandardineachofthesejurisdictions.Forexample,theEuropeanUnion’sGeneralDataProtectionRegulation,theCaliforniaConsumerPrivacyActandtheBrazilianGeneralDataProtectionLaw,andvariousotherprivacyanddataprotectionlawsthathavebeenpassedorarependinginothercountriescollectivelyimposeorwillimposenewregulatorydataprivacyandprotectionstandardsforwhichwemustcomply.Theseexpandingprivacyanddataprotectionlawsmayaffectourcollection,processing,andcross-bordertransferofconsumerinformationandotherpersonaldata,suchasinconnectionwithourgrowthintheareasofdirect-to-consumersales,InternetofThings,andthedigitalspace.Someofthelawsallowforsignificantfines,reachingseveralpercentagepointsofglobalcorporaterevenuesormore.Theselawsandregulationsmaychange,sometimesdramatically,asaresultofpolitical,economicorsocialevents.Changesinlaws,regulationsorgovernmentalpolicyandtherelatedinterpretationsmayaltertheenvironmentinwhichwedobusinessandmayimpactourresultsorincreaseourcostsorliabilities.Additionally,wecouldbesubjectedtofutureliabilities,finesorpenaltiesorthesuspensionofproductproductionforfailingtocomply,orbeingallegedasfailingtocomply,withvariouslawsandregulations,includingenvironmentalregulations.Additionally,asaglobalcompanyheadquarteredintheUnitedStates,weareexposedtotheimpactofU.S.andglobaltaxchanges,especiallythosethataffecttheeffectivecorporateincometaxrate.InAugust2022,theUnitedStatesenactedtheInflationReductionActof2022(“theAct”),which,amongotherprovisions,createda1%excisetaxonsharerepurchasesandanewcorporateminimumtaxforcertaincorporationswithregularcorporateincometaxliabilitiesbelow,ingeneral,15%oftheirconsolidatedGAAPpre-taxincome.WedonotexpecttheActtohaveamaterialimpactonoureffectivetaxrate;however,itispossiblethattheU.S.oranotherjurisdictioncouldenacttaxlegislationinthefuturethatcouldhaveamaterialimpactonourtaxrate.TheOrganizationforEconomicCo-operationandDevelopment(the“OECD”)iscurrentlyworkingonthebaseerosionandprofitshifting2.0project(the“BEPSProject”),whichisintendedtomodernizetheinternationaltaxsystemby,amongothermeasures,ensuringthatlargemultinationalenterprisespayaminimumleveloftaxineachofthejurisdictionsinwhichtheyoperate(suchminimumtaxproposal,“PillarTwo”).PillarTwoaddressestheriskofprofitshiftingtoentitiesinlowtaxjurisdictionsbyintroducingaglobalminimumtaxrateof15%.InDecember2021,theOECDreleasedmodelrulesinrespectofPillarTwo(the“GloBERules”).IfimplementedintheircurrentformbythemembersoftheOECD/G20InclusiveFrameworkonBEPS,theGloBEruleswouldimposeatop-uptaxonprofitsarisinginajurisdictionwhenevertheeffectivetaxrateofalargemultinationalenterprise,determinedonajurisdictionalbasis,isbelowthe15%minimumrate.InDecember2022,theEuropeanUnionmemberstatesformallyadoptedtheEuropeanCommission’sproposalforaDirectiveensuringa15%minimumeffectivetaxrateforlargemultinationalgroups(the“PillarTwoDirective”).ThePillarTwoDirectiveisexpectedtobeimplementedinthenationallawoftheEuropeanUnionmemberstatesbyDecember31,2023.IfPillarTwo(includingtheGloBErules)andthePillarTwoDirectiveareimplementedinthedomesticlawsofanyjurisdictionsinwhichweoperate,orviainternationaltreatiesenteredintobetweensuchjurisdictions,weexpecttheywouldapplytooursubsidiariesandcouldimpactourconsolidatedeffectivecorporateincometaxrateaswellasincreaseourtaxcompliancecostsincurredtotrackandcollectsuchtaxes.UntiltheOECD’sproposalsonPillarTwo(includingtheGloBERules),andthePillarTwoDirectivefortheEUmemberstates,havebeenimplementedunderdomesticlawsand/orinternationaltreaties,theextentofanyimpactonourtaxliabilitiesandoperationscannotbedeterminedaccuratelyandremainsuncertain.Inaddition,thecurrentdomesticandinternationalpoliticalenvironment,includinggovernmentshutdownsandchangestoU.S.policiesrelatedtoglobaltradeandtariffs,hasresultedin28uncertaintysurroundingthefuturestateoftheglobaleconomy.Manyofourmostsignificantcompetitorsareglobalcompanies,andinanescalatingglobaltradeconflictortheimpositionoftariffs,theirrespectivegovernmentsmayimposeregulationsthatarefavorabletoourcompetitors.TheU.S.federalgovernmentmayproposeadditionalchangestointernationaltradeagreements,tariffs,taxes,andothergovernmentrulesandregulations.Theseregulatorychangescouldsignificantlyimpactourbusinessandfinancialperformance.Foradditionalinformationaboutourconsolidatedtaxprovision,seeNote15totheConsolidatedFinancialStatements.Theimpactofclimatechangeandclimatechangeorotherenvironmentalregulationmayadverselyimpactourbusiness.Theeffectsofclimatechange,whetherinvolvingphysicalrisksortransitionrisks,couldhaveanimpactonourbusinessandhaveinthepastandcouldinthefuturecauseustoincurcapitalandotherexpenditurestocomplywithvariouslawsandregulations,especiallyrelatingtotheprotectionoftheenvironment,humanhealthandsafety,andwaterandenergyefficiency,andmayalsoexacerbateotherrisksdiscussedelsewhereinItem1A.RiskFactorsinthisAnnualReportonForm10-K,whichcouldhaveanadverseeffectonourbusiness.Climatechangeregulationsatthefederal,stateorlocallevel,orininternationaljurisdictions,orcustomerorconsumerpreferencesorexpectations,couldrequireustolimitemissions,changeourmanufacturingprocessesorproductofferings,orundertakeothercostlyactivities.Forexample,variousmunicipal,state,andfederalregulatorshavediscussed,proposed,orenactednewregulationsorbansonappliancesthatutilizenaturalgascitingclimatechangeandotherregulatoryconcerns,whichwouldimposetransitioncostsandimpactourproductmixandproductofferings,amongotherimpacts.Werecognizethatmakingchangestooursupplychain,manufacturingprocessesandproductofferingscananddoesintroducetransitionrisks.Amongthesearetheriskthatourmoreefficientproductofferingsarenotcompetitiveintermsofpriceorconsumerperception;theriskthatourupstreamsuppliersareunabletodeliverloweremissionssourcesofsupplythatarecostandquality-competitive;theriskthatwefailtocontinuallyinnovatetodevelopproductsandmanufacturingprocesseswithalowercarbonfootprint;and,specifictoourrecycledplasticsinitiative(apledgeinourEMEAregiontouseanaverage18%recycledplasticcontentby2025),theriskthatwefailtodevelopsolutionstoincorporatereformulatedplasticsmaterialsthatmeetourrigorousqualityandsafetystandards.Wearealsosubjecttoglobalregulationsrelatedtochemicalsubstancesandmaterialsinourproducts(suchastheU.S.ToxicSubstancesControlAct),whichmayrequireustomodifythematerialsusedinourproductsorundertakeactivitieswhichmayhaveacostimpact.Thereisalsoincreasedfocusbygovernmentalandnon-governmentalentitiesonsustainabilitymatters.Inaddition,anumberofgovernmentalbodieshavefinalized,proposedorarecontemplatingadditionallegislativeandregulatorychangesinresponsetothepotentialeffectsofclimatechange.Inparticular,cleanupobligationsthatmightariseatanyofourmanufacturingsitesortheimpositionofmorestringentenvironmentallawsinthefuturecouldadverselyaffectourbusiness.Wehavesetrigorousscience-basedtargetsforgreenhousegasreductionsandrelatedsustainabilitygoals,includinganetzeroemissionstargetinourplantsandoperationsthatwasannouncedin2021.Anyfailuretoachieveoursustainabilitygoalsorreduceourimpactontheenvironment,anychangesinthescientificorgovernmentalmetricsutilizedtoobjectivelymeasuresuccess,ortheperceptionthatwehavefailedtoactresponsiblyregardingclimatechangecouldresultinnegativepublicityandadverselyaffectourreputationaswellasourrelationshipswithcustomers,investorsandotherstakeholders,whichcouldinturnadverselyaffectourbusinessoperations,reputation,includingareductionincustomerandconsumersentimentandnegativelyimpactourfinancialcondition,includingouraccesstocapitalandcostofdebt.Inaddition,notallofourcompetitorsmayseektoestablishclimateorotherESGtargetsandgoals,oratacomparableleveltoours,whichcouldresultinourcompetitorsachievingcompetitiveadvantagesthroughlowersupplychainoroperatingcosts,whichcouldadverselyaffectourbusiness,resultsofoperations,financialconditionandprospects.Additionally,anyfailureinourprocedurestomonitorclimaterelatedregulatoryandpolicychangesinthejurisdictionsinwhichweoperateorinourprocessesandtoolstotrackourgreenhousegasemissionsandassessbothoperationalandfinancialimpactsofclimate-relatedregulations,andany29failuretocomplywithanysuchregulationsandpolicies,couldsubjectustoadditionalcostsandpenaltiesandharmtoourreputation.Violationsofenvironmental,healthandsafetylawsaresubjecttocivil,and,insomecases,criminalsanctions.Asaresultofthesevariousuncertainties,wemayincurunexpectedinterruptionstooperations,fines,penaltiesorotherreductionsinincomewhichcouldadverselyaffectourbusiness,financialconditionandresultsofoperations,andharmourreputation.GENERALRISKSWeareexposedtorisksassociatedwiththeuncertainglobaleconomy.Thecurrentdomesticandinternationalpoliticalandeconomicenvironmentareposingchallengestotheindustryinwhichweoperate.Anumberofeconomicfactors,includingtheimpactoftheCOVID-19pandemic,grossdomesticproduct,availabilityofconsumercredit,interestrates,consumersentimentanddebtlevels,retailtrends,housingstarts,salesofexistinghomes,thelevelofmortgagerefinancinganddefaults,fiscalandcreditmarketuncertainty,andforeigncurrencyexchangerates,currencycontrols,inflationanddeflation,generallyaffectdemandforourproductsintheU.S.andothercountrieswhichweoperate.Economicuncertaintyandrelatedfactors,includingapotentialrecessionorrecession,mayexacerbatenegativetrendsinbusinessandconsumerspendingandhascausedandmaycausecertaincustomerstopushout,cancel,orrefrainfromplacingordersforourproducts.Uncertainmarketconditions,difficultiesinobtainingcapital,orreducedprofitabilityhascausedandmaycausesomecustomerstoscalebackoperations,exitmarkets,mergewithotherretailers,orfileforbankruptcyprotectionandpotentiallyceaseoperations,whichcanalsoresultinlowersalesand/oradditionalinventory.Theseconditionshaveaffectedandmaysimilarlyaffectkeysuppliers,whichcouldimpairtheirabilitytodeliverpartsandresultindelaysforourproductsoraddedcosts.Adeclineineconomicactivityandconditionsincertainareasinwhichweoperatehavehadanadverseeffectonourfinancialconditionandresultsofoperationsinrecentyears,andfuturedeclinesandadverseconditionscouldhaveasimilaradverseeffect.Regional,politicalandeconomicinstabilityincountriesinwhichwedobusinessmayadverselyaffectbusinessconditions,disruptouroperations,andhaveanadverseeffectonourfinancialconditionandresultsofoperations.Inaddition,weexpecttocontinuetobeimpactedbytheglobalsupplychainissuesdiscussedelsewhereinItem1A.RiskFactorsinthisAnnualReportonForm10-K.Uncertaintyaboutfutureeconomicandindustryconditionsalsomakesitmorechallengingforustoforecastouroperatingresults,makebusinessdecisions,andidentifyandprioritizetherisksthatmayaffectourbusinesses,sourcesandusesofcash,financialconditionandresultsofoperations.Wemayberequiredtoimplementadditionalcostreductionefforts,includingrestructuringactivities,whichmayadverselyaffectourabilitytocapitalizeonopportunitiesinamarketrecovery.Inaddition,ouroperationsaresubjecttogeneralcredit,liquidity,foreignexchange,marketandinterestraterisks.Ourabilitytoaccessliquidityorborrowtoinvestinourbusinesses,fundstrategicacquisitionsandrefinancematuringdebtobligationsdependsinpartonaccesstothecapitalmarkets.Forexample,theUnitedStatesFederalReservebeganraisingitsbenchmarkrateinMarch2022,increasingtheratebyatotalof3.75%sincethestartof2022.Suchincreasesandanyfutureincreasesmay,amongotherthings,reducetheavailabilityandincreasethecostsofobtainingnewvariableratedebtandrefinancingexistingindebtedness,andadverselyaffectourfinancialconditionandresultsofoperations.Ifinflationincreasescostsbeyondourabilitytocontrol,wemaynotbeabletoadjustpricesoruseourportfoliostrategytosufficientlyoffsettheeffectwithoutnegativelyimpactingconsumerdemandorourgrossmargin.Ifwedonottimelyandappropriatelyadapttochangesresultingfromtheuncertainmacroeconomicenvironmentandindustryconditions,ortodifficultiesinthefinancialmarkets,orifweareunabletocontinuetoaccessthecapitalmarkets,ourfinancialstatementsmaybemateriallyandadverselyaffected.30ITEM1B.UNRESOLVEDSTAFFCOMMENTSNone.ITEM2.PROPERTIESOurprincipalexecutiveofficesarelocatedinBentonHarbor,Michigan.OnDecember31,2022,ourprincipalmanufacturingoperationswerecarriedonat35locationsin10countriesworldwide.Weoccupiedatotalofapproximately68millionsquarefeetdevotedtomanufacturing,service,salesandadministrativeoffices,warehouseanddistributionspace.Over43millionsquarefeetofsuchspacewasoccupiedunderlease.WhirlpoolpropertiesincludefacilitieswhicharesuitableandadequateforthemanufactureanddistributionofWhirlpool'sproducts.TheCompany'sprincipalmanufacturinglocationsbyoperatingsegmentwereasfollows:OperatingSegmentNorthAmericaEurope,MiddleEastandAfricaLatinAmericaAsiaManufacturingLocations12986ITEM3.LEGALPROCEEDINGSInformationregardinglegalproceedingscanbefoundinNote8totheConsolidatedFinancialStatementsandisincorporatedhereinbyreference.ITEM4.MINESAFETYDISCLOSURESNotapplicable.31PARTIIITEM5.MARKETFORREGISTRANT'SCOMMONEQUITY,RELATEDSTOCKHOLDERMATTERSANDISSUERPURCHASESOFEQUITYSECURITIESWhirlpool'scommonstockislistedontheNewYorkStockExchangeandtheNYSEChicagounderthetickersymbolWHR.AsofFebruary3,2023,thenumberofholdersofrecordofWhirlpoolcommonstockwasapproximately7,742.OnApril19,2021,ourBoardofDirectorsauthorizedasharerepurchaseprogramofupto$2billion,whichhasnoexpirationdate.OnFebruary14,2022,theBoardofDirectorsauthorizedanadditional$2billioninsharerepurchasesundertheCompany'songoingsharerepurchaseprogram.DuringthetwelvemonthsendedDecember31,2022,werepurchasedapproximately4.8millionsharesunderthesesharerepurchaseprogramsatanaggregatepurchasepriceofapproximately$903million.AtDecember31,2022,therewereapproximately$2.6billioninremainingfundsauthorizedunderthisprogram.Sharerepurchasesaremadefromtimetotimeontheopenmarketasconditionswarrant.Theseprogramsdonotobligateustorepurchaseanyofoursharesandtheyhavenoexpirationdate.ThefollowingtablesummarizesrepurchasesofWhirlpool'scommonstockinthethreemonthsendedDecember31,2022:Period(Millionsofdollars,exceptnumberandpricepershare)TotalNumberofSharesPurchasedAveragePricePaidperShareTotalNumberofSharesPurchasedasPartofPubliclyAnnouncedPlansorProgramsApproximateDollarValueofSharesthatMayYetBePurchasedUnderthePlansOctober1,2022throughOctober31,2022—$——$2,587November1,2022throughNovember30,2022———2,587December1,2022throughDecember31,2022———$2,587Total—$—ITEM6.[RESERVED]None.32ITEM7.MANAGEMENT'SDISCUSSIONANDANALYSISOFFINANCIALCONDITIONANDRESULTSOFOPERATIONSThefollowingManagementDiscussionandAnalysisofFinancialConditionandResultsofOperations(MD&A)isintendedtopromoteunderstandingoftheresultsofoperationsandfinancialconditionoftheCompanyandgenerallydiscussestheresultsofoperationsforthecurrentyearcomparedtopriortwoyears.MD&Aisprovidedasasupplementto,andshouldbereadinconnectionwith,theConsolidatedFinancialStatementsandNotestotheConsolidatedFinancialStatementsincludedinthisForm10-K.CertainreferencestoparticularinformationintheNotestotheConsolidatedFinancialStatementsaremadetoassistreaders.OVERVIEWWhirlpoolsignificantlyaccelerateditsportfoliotransformationwiththedivestitureofitsRussiabusiness,theacquisitionofInSinkEratorandtheconclusionoftheEMEAstrategicreviewwhichresultedinanagreementtocontributeWhirlpool'sEuropeanmajordomesticappliancebusinesstoanewlyformedentity.Collectively,theseactionsareexpectedtodeliveranenhancedfinancialprofileaswetransformourportfoliotoahigh-growth,high-marginbusiness.Inachallengingmacroeconomiccycle,includingsofteningconsumersentimentandinflationarypressures,Whirlpool'sfull-yearnetsalesdeclined10%,includingWhirlpoolRussianetsalesof$138millionin2022comparedto$505millionofnetsalesintheprioryear.WhirlpoolsawGAAPnetlossavailabletoWhirlpoolof$1,519million(netlossmarginof(7.7)%),or$(27.18)pershare,comparedtoGAAPnetearningsavailabletoWhirlpoolof$1,783(netearningsmarginof8.1%),or$28.36pershareinthesameprior-yearperiod.Additionally,Whirlpooldeliveredongoing(non-GAAP)earningspershareof$19.64andfull-yearongoingEBITmarginof6.9%,comparedto$26.59and10.8%inthesameprior-yearperiod.OnaGAAPbasis,netlossmarginswereimpactedby$1.9billionduetoprimarilynon-cashchargesrelatedtothedivestitureoftheWhirlpoolRussiabusinessandtheconclusionofthestrategicreviewofEMEA.OnaGAAPandongoingbasisWhirlpool'sresultswereimpactedbylowervolumesandcostinflationpartiallyoffsetbyfavorableprice/mixandlowerGAAPandadjustedtaxrates.Cashprovidedbyoperatingactivitiesof$1.4billion,comparedto$2.2billionin2021,alongsidefreecashflow(non-GAAP)of$820millionin2022,comparedto$1.7billionin2021,primarilydrivenbylowerearnings,partiallyoffsetbyfavorableworkingcapitalandhedgesettlementsinthecurrentperiod.In2022,Whirlpoolreturned$1.3billionincashtoshareholders,includingatwenty-fivepercentincreaseinourquarterlydividendandover$900millionofsharerepurchases,inadditiontothe$1.4billionreturnedtoshareholdersin2021.Pleasesee"Non-GAAPFinancialMeasures"elsewhereinthisManagement'sDiscussionandAnalysisforareconciliationofthesenon-GAAPfinancialmeasures.33RESULTS OF OPERATIONSThe following table summarizes the consolidated results of operations:December 31,Consolidated - In Millions (except per share data) 2022Better/(Worse) % 2021Better/(Worse) % 2020Net sales $ 19,724 (10.3)%$ 21,985 13.0% $ 19,456Gross margin 3,073 (30.3)4,409 14.8 3,842Selling, general and administrative 1,820 12.52,081 (10.9) 1,877Restructuring costs 21 44.738 86.8 288Impairment of goodwill and otherintangibles 384 nm—nm 7(Gain) loss on sale and disposal ofbusinesses 1,869 nm(105) nm (7)Interest and sundry (income) expense (19) (88.1)(159) nm (21)Interest expense 190 (8.6)175 7.4 189Income tax expense 265 48.8518 (35.6) 382Net earnings available to Whirlpool (1,519) nm1,783 65.9 1,075Diluted net earnings available to Whirlpoolper share $ (27.18) nm$ 28.36 67.0% $ 16.98nm: not meaningfulConsolidated net sales for 2022 decreased by 10.3% compared to 2021, primarily driven by lower volumes, divestiture of our Russia business and the impact of foreign currency, partially offset by the favorable impact of product/price mix. Excluding the impact of foreign currency, net sales for 2022 decreased 8.1% compared to 2021. Consolidated net sales for 2021 increased 13.0% compared to 2020, primarily driven by the favorable impact of product price/mix. Excluding the impact of foreign currency, net sales for 2021 increased 12.3% compared to 2020.The chart below summarizes the balance of net sales by operating segment for 2022, 2021 and2020, respectively.% of Net Sales58%57%58%20%23%22%16%14%13%6%6%7%North AmericaEMEALatin AmericaAsia2022202120200%10%20%30%40%50%60%The consolidated gross margin percentage for 2022 decreased to 15.6% compared to 20.1% in 2021, primarily driven by lower volume, cost inflation and inventory reduction actions, partially offset by favorable product price/mix. The consolidated gross margin percentage for 2021 increased to 20.1% compared to 19.7% in 2020, primarily driven by the favorable impact of product price/mix, partially offset by raw material inflation and increased marketing and technology investments.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)34ResultsofOperatingSegmentsOuroperatingsegmentsarebasedupongeographicalregionandaredefinedasNorthAmerica,EMEA,LatinAmericaandAsia.Theseregionsalsorepresentourreportablesegments.Thechiefoperatingdecisionmaker,whoistheCompany'sChairmanandChiefExecutiveOfficer,evaluatesperformancebasedoneachsegment'searnings(loss)beforeinterestandtaxes(EBIT),whichwedefineasoperatingprofitlessinterestandsundry(income)expenseandexcludingrestructuringcosts,assetimpairmentchargesandcertainotheritemsthatmanagementbelievesarenotindicativeoftheregion'songoingperformance,ifany.SeeNote16totheConsolidatedFinancialStatementsforadditionalinformation.OnJanuary16,2023,WhirlpoolenteredintoacontributionagreementwithArçelikA.Ş(“Arcelik”)relatedtoourEuropeanmajordomesticappliancebusinesswhichisreportedwithinourEMEAreportablesegment.TheEuropeandisposalgroupmetthecriteriaforheldforsaleaccountingduringthefourthquarterof2022.Theoperationsofthedisposalgroupdidnotmeetthecriteriatobepresentedasdiscontinuedoperations.Thetransactionisexpectedtocloseinthesecondhalfof2023andtheresultsofEuropeanmajordomesticappliancebusinesswillbeincludedinourfinancialsuntilclosingofthetransaction.Foradditionalinformation,seeNote17totheConsolidatedFinancialStatements.WhirlpoolwillretainownershipofitsEMEAKitchenAidsmalldomesticappliancebusiness.Thefollowingisadiscussionofresultsforeachofouroperatingsegments.EachofouroperatingsegmentshasbeenimpactedbyCOVID-19intheareasofmanufacturingoperationssuchasadecreaseinproductionlevelsresultinginproductionlevelbelownormalcapacity.ExcesscapacitycostswerenotmaterialforthetwelvemonthsendedDecember31,2022,2021,or2020.Additionally,operatingsegmentshavebeenimpactedbydisruptionsinsupplychainsanddistributionchannels,amongothermacroeconomicimpacts.MANAGEMENT'SDISCUSSIONANDANALYSISOFFINANCIALCONDITIONANDRESULTSOFOPERATIONS-(CONTINUED)35NORTH AMERICANet Sales ($ Millions)11,47412,49111,210202220212020EBIT ($ Millions)1,3192,2201,758202220212020Net Sales SummaryNet sales for 2022 decreased 8.1% compared to 2021 primarily driven by lower volume, partially offset by favorable impact of product price/mix. Excluding the impact of foreign currency, net sales decreased 7.9% in 2022. Net sales for2021increased11.4%compared to2020primarily driven bythe favorable impact of product price/mix. Excluding the impact of foreign currency, net salesincreased 10.9%in2021.EBIT SummaryEBIT margin for 2022 was 11.5% compared to 17.8%for2021. EBIT decreased primarily due to lowervolume and cost inflation, partially offset by the favorable impact of product/price mix.EBIT marginfor2021was17.8%compared to15.7%for2020. EBIT increased primarily due to the favorableimpact of price/mix, partially offset by the unfavorable impacts of inflation and increased marketingand technology investments.EMEANet Sales ($ Millions)4,0235,0884,389202220212020EBIT ($ Millions)(58)1002202220212020Net Sales SummaryNet sales for 2022 decreased 20.9% compared to 2021 primarily driven by lower volume, unfavorable impact of foreign currency and divestiture of our Russia business, partially offset by product price/mix. Excluding the impact of foreign currency, net sales decreased 11.8% in 2022.Netsales for2021increased15.9%compared to2020primarily due to higher volumes, the favorableimpact of product price/mix, and foreign currency. Excluding the impact of foreign currency, netsalesincreased 12.5%in2021.EBIT SummaryEBIT margin for 2022 was (1.4)% compared to2.0%for2021. EBIT decreased primarily due to lowervolume and cost inflation, partially offset by the favorable impacts of product/price mix.EBIT marginfor2021was2.0%compared to0.0%for2020.In2021, EBIT increased primarily due to costproductivity, the favorable impacts of product price/mix and higher volumes, partially offset by theunfavorable impacts of raw material inflation.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)36LATIN AMERICANet Sales ($ Millions)3,1273,1672,592202220212020EBIT ($ Millions)200265219202220212020Net Sales SummaryNet sales for 2022 decreased 1.3% compared to 2021 primarily driven by lower volume, partially offset by the favorable impact of product price/mix and the impact of foreign currency. Excluding the impact of foreign currency, net sales decreased 3.5% in 2022. Net sales for 2021 increased 22.2% compared to 2020 primarily driven by the favorable impact of product price/mix and higher volumes, partially offset by the unfavorable impact of foreign currency. Excluding the impact of foreign currency, net sales increased 25.6% in 2021.EBIT SummaryEBIT margin for 2022 was 6.4% compared to 8.4% for 2021. EBIT margin decreased primarily due to cost inflation and lower volume, partially offset by the favorable impacts of product/price mix. EBIT margin for 2021 and 2020 was 8.4%. EBIT margin was unchanged primarily due to the favorable impact of product price/mix offset by raw material inflation, the unfavorable impact of foreign currency and unfavorable cost productivity.ASIANet Sales ($ Millions)1,1001,2391,265202220212020EBIT ($ Millions)5466(7)202220212020Net Sales SummaryNet sales for 2022 decreased 11.2% compared to 2021 primarily due to the divestiture of Whirlpool China and unfavorable impact of foreign currency, partially offset by favorable product price/mix. Excluding the impact of foreign currency, net sales decreased 6.8% in 2022. Net sales for 2021 decreased 2.1% compared to 2020 primarily due to the divestiture of Whirlpool China, partially offset by favorable product price/mix. Excluding the impact of foreign currency, net sales decreased 3.4% in 2021.EBIT SummaryEBIT margin for 2022 was 4.9% compared to 5.4% for 2021. EBIT decreased primarily due to lower volume and cost inflation, partially offset by the favorable impact of product price/mix. EBIT margin for 2021 was 5.4% compared to (0.5)% for 2020. EBIT increased primarily due to the favorable product price/mix and the divestiture of Whirlpool China, partially offset by the unfavorable impact of raw material inflation.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)37Selling,GeneralandAdministrativeThefollowingtablesummarizesselling,generalandadministrativeexpensesasapercentageofsalesbyoperatingsegment:December31,Millionsofdollars2022Asa%ofNetSales2021Asa%ofNetSales2020Asa%ofNetSalesNorthAmerica$8377.3%$8606.9%$7336.5%EMEA3669.15029.947210.8LatinAmerica2728.72618.32339.0Asia12411.315112.221817.2Corporate/other221—307—221—Consolidated$1,8209.2%$2,0819.5%$1,8779.6%Consolidatedselling,generalandadministrativeexpensesasapercentofconsolidatednetsalesin2022decreasedcomparedto2021.Thedecreaseisprimarilydrivenbyareductioninemployeecompensationrelatedcosts,reductionsinmarketingspend,againfromasale-leasebacktransaction,divestitureofbusinessesandbenefitsofpriorrestructuringactions.Consolidatedselling,generalandadministrativeexpensesasapercentofconsolidatednetsalesin2021iscomparableto2020.RestructuringWeincurredrestructuringchargesof$21million,$38millionand$288millionfortheyearsendedDecember31,2022,2021and2020,respectively.Forthefullyear2023,weexpecttoincurlessthan$50millionofrestructuringcharges,similartothepasttwoyears.SeeNote14totheConsolidatedFinancialStatementsforadditionalinformation.ImpairmentofGoodwillandOtherIntangiblesInthesecondquarterof2022,werecordedanimpairmentlossof$384millionrelatedtogoodwill($278million)andotherintangibles($106million)relatedtotheEMEAreportingunit,IndesitandHotpoint*trademarks,respectively.TheprimaryindicatorsofimpairmentweretheadverseimpactsfromthecontinuationoftheRussiaandUkraineconflictresultingineconomicuncertaintyintheEMEAregion,thedivestitureofourRussiaoperationsandothermacroeconomicfactors.NomaterialimpairmentchargesofgoodwillorotherintangibleswererecordedfortheyearsendedDecember31,2021or2020,respectively.SeeNote6andNote11totheConsolidatedFinancialStatementsandtheCriticalAccountingPoliciesandEstimatessectionofthisManagement'sDiscussionandAnalysisforadditionalinformation.(Gain)LossonSaleandDisposalofBusinessesInthefourthquarterof2022,weincurredalossof$1,521millionrelatedtotheplanneddivestitureofourEuropeanmajordomesticappliancebusiness.Thelossincludesawrite-downofthenetassetsof$1,151millionofthedisposalgrouptoafairvalueof$139millionandalsoincludes$393millionofcumulativecurrencytranslationadjustments,$98millionreleaseofothercomprehensivelossonpensionand$18millionofothertransactionrelatedcosts.ThenetassetsofthedisposalgroupalsoincludetheEMEAtrademarks,Hotpoint*andIndesit,whichwereimpairedaspartofthewrite-down.MANAGEMENT'SDISCUSSIONANDANALYSISOFFINANCIALCONDITIONANDRESULTSOFOPERATIONS-(CONTINUED)38*WhirlpoolownershipoftheHotpointbrandintheEMEAandAsiaPacificregionsisnotaffiliatedwiththeHotpointbrandsoldintheAmericas.OnJune27,2022,oursubsidiaryWhirlpoolEMEASpAenteredintoasharepurchaseagreementwithArceliktosellourRussianbusinesstoArcelikforcontingentconsideration.OnAugust31,2022,wecompletedthesaletoArcelik.Weincurredalossof$348millionforthetwelvemonthsendedDecember31,2022relatedtothesaleoftheRussiabusiness.OnMay6,2021,thepartialtenderofferforWhirlpoolChinawascompletedand,subsequenttothedeconsolidationoftheentity,werecordedagainof$284millioninthethirdquarterof2021.OnJune302021,wecompletedthesaleofourTurkishsubsidiaryandincurredalossof$164millioninthesecondquarterof2021.Duringthethirdquarterof2021,anadditionallossof$13millionrelatedtothefinalpurchasepriceadjustmentswasrecorded,increasingthetotallossto$177million.SeeNote17totheConsolidatedFinancialStatementsforadditionalinformation.InterestandSundry(Income)ExpenseInterestandsundry(income)expenseswere$(19)million,$(159)millionand$(21)millionfortheyearsendedDecember31,2022,2021and2020,respectively.Netinterestandsundryincomedecreased$140millionin2022comparedto2021,primarilyduetoasubstantialliquidationofanoffshoresubsidiary,resultinginatotalchargeof$84millionforareleaseofothercomprehensiveincomeonhedgingandcumulativetranslationadjustments.Theremainingdecreaseisprimarilyduetoagainof$42milliononpreviouslyheldequityinterestof49%inElicaPBIndiarecordedintheprioryear.Netinterestandsundryincomeincreased$138millionin2021comparedto2020,primarilydueagainof$42milliononpreviouslyheldequityinterestof49%inElicaPBIndiain2021andthehigherexpenseofpensionsettlementsandotherpostretirementbenefitplansin2020.InterestExpenseInterestexpensewas$190million,$175millionand$189millionfortheyearsendedDecember31,2022,2021and2020,respectively.Interestexpenseincreasedin2022comparedto2021primarilyduetoincreaseinlong-termdebtdrivenbytheInSinkEratoracquisition.Interestexpensedecreasedin2021comparedto2020primarilyduetoshort-termdebtreduction.Foradditionalinformation,seeNote7totheConsolidatedFinancialStatements.IncomeTaxesIncometaxexpensewas$265million,$518millionand$382millionfortheyearsendedDecember31,2022,2021and2020,respectively.Thechangeintaxexpensein2022comparedto2021isprimarilyduetooveralllowerlevelofearnings,partiallyoffsetbytheimpactofrecordedimpairmentsonthesaleanddisposalofbusinessesandgoodwillwhicharenotdeductible,andincreasesinvaluationallowances.Theincreaseintaxexpensein2021comparedto2020isprimarilyduetohigherearningsandrelatedtaxexpense,auditsandsettlements,partiallyoffsetbylegalentityrestructuringtaxbenefits.SeeNote15totheConsolidatedFinancialStatementsforadditionalinformation.MANAGEMENT'SDISCUSSIONANDANALYSISOFFINANCIALCONDITIONANDRESULTSOFOPERATIONS-(CONTINUED)39FORWARD-LOOKINGPERSPECTIVEBasedoninternalprojectionsfortheindustryandbroadereconomy,wecurrentlyestimateearningsperdilutedshareandindustrydemandfor2023tobewithinthefollowingranges:2023CurrentOutlookEstimatedGAAPearningsperdilutedshare,fortheyearendingDecember31$16.00—$18.00IndustrydemandNorthAmerica(6)%—(4)%EMEA(6)%—(4)%LatinAmerica(3)%—(1)%Asia2%—4%Forthefull-year2023,wehaveincorporatedourlatestexpectationsofthefollowingkeytrendsinourguidance:subdueddemandwithgradualimprovementthroughouttheyear,strongnetcosttakeoutactionsdelivering$500millionbenefit,aswellasrawmaterialinflationtailwindscombinedfor$800-$900millioncostbenefits.Ouranticipatedtaxrateisbetween14%and16%.Additionally,weexpecttogeneratecashfromoperatingactivitiesofapproximately$1.4billionandfreecashflowofapproximately$800million,includingrestructuringcashoutlaysofapproximately$25millionand,withrespecttofreecashflow,capitalexpendituresofapproximately$600million.Thetablebelowreconcilesprojected2023cashprovidedbyoperatingactivitiesdeterminedinaccordancewithGAAPtofreecashflow,anon-GAAPmeasure.ManagementbelievesthatfreecashflowprovidesstockholderswitharelevantmeasureofliquidityandausefulbasisforassessingWhirlpool'sabilitytofunditsactivitiesandobligations.Therearelimitationstousingnon-GAAPfinancialmeasures,includingthedifficultyassociatedwithcomparingcompaniesthatusesimilarlynamednon-GAAPmeasureswhosecalculationsmaydifferfromourcalculations.For2023wedefinefreecashflowascashprovidedbyoperatingactivitieslesscapitalexpenditures.Foradditionalinformationregardingnon-GAAPfinancialmeasures,seetheNon-GAAPFinancialMeasuressectionofManagement'sDiscussionandAnalysis.2023MillionsofdollarsCurrentOutlookCashprovidedby(usedin)operatingactivities(1)~$1,400Capitalexpenditures~(600)Freecashflow~$800(1)FinancialguidanceonaGAAPbasisforcashprovidedby(usedin)financingactivitiesandcashprovidedby(usedin)investingactivitieshasnotbeenprovidedbecauseinordertoprepareanysuchestimateorprojection,theCompanywouldneedtorelyonmarketfactorsandcertainotherconditionsandassumptionsthatareoutsideofitscontrol.TheprojectionsabovearebasedonmanyestimatesandareinherentlysubjecttochangebasedonfuturedecisionsmadebymanagementandtheBoardofDirectorsofWhirlpool,andsignificanteconomic,competitiveandotheruncertaintiesandcontingencies.NON-GAAPFINANCIALMEASURESWesupplementthereportingofourfinancialinformationdeterminedunderU.S.generallyacceptedaccountingprinciples(GAAP)withcertainnon-GAAPfinancialmeasures,someofwhichwerefertoas"ongoing"measures,including:•Earningsbeforeinterestandtaxes(EBIT)•EBITmargin•OngoingEBITMANAGEMENT'SDISCUSSIONANDANALYSISOFFINANCIALCONDITIONANDRESULTSOFOPERATIONS-(CONTINUED)40•Ongoingearningsperdilutedshare•OngoingEBITmargin•Salesexcludingforeigncurrency•Freecashflow•GrossdebtleverageOngoingmeasures,includingongoingearningsperdilutedshareandongoingEBIT,excludeitemsthatmaynotbeindicativeof,orareunrelatedto,resultsfromourongoingoperationsandprovideabetterbaselineforanalyzingtrendsinourunderlyingbusinesses.EBITmarginiscalculatedbydividingEBITbynetsales.Salesexcludingforeigncurrencyiscalculatedbytranslatingthecurrentperiodnetsales,infunctionalcurrency,toU.S.dollarsusingtheprior-yearperiod'sexchangeratecomparedtotheprior-yearperiodnetsales.Managementbelievesthatsalesexcludingforeigncurrencyprovidesstockholderswithaclearerbasistoassessourresultsovertime,excludingtheimpactofexchangeratefluctuations.ManagementbelievesthatGrossDebtLeverage(GrossDebt/OngoingEBITDA)providesstockholderswithaclearerbasistoassesstheCompany'sabilitytopayoffitsincurreddebt.WealsodisclosesegmentEBIT,whichwedefineasoperatingprofitlessinterestandsundry(income)expenseandexcludingrestructuringcosts,assetimpairmentchargesandcertainotheritems,ifany,thatmanagementbelievesarenotindicativeoftheregion'songoingperformance,asthefinancialmetricusedbytheCompany'sChiefOperatingDecisionMakertoevaluateperformanceandallocateresourcesinaccordancewithASC280,SegmentReporting.ManagementbelievesthatfreecashflowandadjustedfreecashflowprovidesstockholderswitharelevantmeasureofliquidityandausefulbasisforassessingWhirlpool'sabilitytofunditsactivitiesandobligations.TheCompanyprovidesfreecashflowandadjustedfreecashflowrelatedmetrics,suchasfreecashflowandadjustedfreecashflowasapercentageofnetsales,aslong-termmanagementgoals,notanelementofitsannualfinancialguidance,andassuchdoesnotprovideareconciliationoffreecashflowandadjustedfreecashflowtocashprovidedby(usedin)operatingactivities,themostdirectlycomparableGAAPmeasure,fortheselong-termgoalmetrics.AnysuchreconciliationwouldrelyonmarketfactorsandcertainotherconditionsandassumptionsthatareoutsideoftheCompany'scontrol.Whirlpooldoesnotprovideanon-GAAPreconciliationforitsotherforwardlookinglong-termvaluecreationandothergoals,suchasorganicnetsales,EBIT,andgrossdebt/OngoingEBITDA,assuchreconciliationwouldrelyonmarketfactorsandcertainotherconditionsandassumptionsthatareoutsideofthecompany’scontrol.Webelievethatthesenon-GAAPmeasuresprovidemeaningfulinformationtoassistinvestorsandstockholdersinunderstandingourfinancialresultsandassessingourprospectsforfutureperformance,andreflectanadditionalwayofviewingaspectsofouroperationsthat,whenviewedwithourGAAPfinancialmeasures,provideamorecompleteunderstandingofourbusiness.Becausenon-GAAPfinancialmeasuresarenotstandardized,itmaynotbepossibletocomparethesefinancialmeasureswithothercompanies'non-GAAPfinancialmeasureshavingthesameorsimilarnames.Thesenon-GAAPfinancialmeasuresshouldnotbeconsideredinisolationorasasubstituteforreportednetearnings(loss)availabletoWhirlpool,netsales,netearnings(loss)asapercentageofnetsales(netearningsmargin),netearnings(loss)perdilutedshareandcashprovidedby(usedin)operatingactivities,themostdirectlycomparableGAAPfinancialmeasures.Westronglyencourageinvestorsandstockholderstoreviewourfinancialstatementsandpubliclyfiledreportsintheirentiretyandnottorelyonanysinglefinancialmeasure.MANAGEMENT'SDISCUSSIONANDANALYSISOFFINANCIALCONDITIONANDRESULTSOFOPERATIONS-(CONTINUED)41MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED) Please refer to a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures below. Ongoing Earnings Before Interest & Taxes (EBIT) Reconciliation: in millions Net earnings (loss) available to Whirlpool (1) Net earnings (loss) available to noncontrolling interests Income tax expense Twelve Months Ended December 31, 2022 2021 2020 $ (1,519) $ 1,783 $ 1,075 8 265 23 518 (10) 382 $ 189 1,636 175 2,499 $ 190 (1,056) $ — Interest expense Earnings before interest & taxes Restructuring expense (a) Impairment of goodwill, intangibles and other assets (b) Impact of M&A transactions (c) Substantial liquidation of subsidiary (d) (Gain) loss on previously held equity interest(e) Product warranty and liability (income) expense (f) Corrective action recovery(g) Sale-leaseback, real estate and receivable adjustments(h) Ongoing EBIT(2) (1) Net earnings margin is approximately (7.7)%, 8.1% and 5.5% for the twelve months ended December 31, 2022, 2021 and 2020, respectively, and is calculated by dividing net earnings (loss) available to Whirlpool by consolidated net sales for the twelve months ended December 31, 2022, 2021 and 2020, respectively. — — 2,379 $ (14) (113) 1,760 — 1,360 $ 38 — (107) 288 — (7) 84 — 1,936 (30) (42) 396 (9) — — — — — $ (2) Ongoing EBIT margin is approximately 6.9%, 10.8% and 9.0% for the twelve months ended December 31, 2022, 2021 and 2020, respectively. Ongoing EBIT margin is calculated by dividing Ongoing EBIT by consolidated net sales for the twelve months ended December 31, 2022, 2021 and 2020, respectively. Ongoing Earnings Per Diluted Share Reconciliation: Earnings per diluted share Restructuring expense(a) Impairment of goodwill and other intangibles(b) Impact of M&A transactions(c) Substantial liquidation of subsidiary(d) (Gain) loss on previously held equity interest(e) Product warranty and liability (income) expense(f) Income tax impact Normalized tax rate adjustment(i) Share count adjustment(j) Ongoing earnings per diluted share Twelve Months Ended December 31, 2022 2021 $ $ (27.18) $ — 7.08 34.63 1.51 — — (1.89) 5.69 (0.20) 19.64 $ 28.36 0.61 — (1.69) — (0.50) (0.14) 0.41 (0.46) — 26.59 42 Throughout2021andcomparableperiods,theCompanydefinedadjustedfreecashflowascashprovidedby(usedin)operatingactivitieslesscapitalexpendituresandincludingproceedsfromthesaleofassets/businesses,andchangesinrestrictedcash.Startingin2022,theCompanypresentsfreecashflowwhichiscashprovidedby(usedin)operatingactivitieslesscapitalexpenditures.Adjustedfreecashflowof$1,963millionand$1,246millionin2021and2020hasbeenrestatedto$1,651millionand$1,091millionfreecashflowmeasure,respectively,toconformwithcurrentyearpresentation.FreeCashFlow(FCF)Reconciliation:inmillionsTwelveMonthsEndedDecember31,202220212020asadjustedasadjustedCashprovidedby(usedin)operatingactivities$1,390$2,176$1,500Capitalexpenditures(570)(525)(410)Freecashflow$820$1,651$1,090Cashprovidedby(usedin)investingactivities$(3,568)$(660)$(237)Cashprovidedby(usedin)financingactivities$1,206$(1,339)$(253)AdjustedFreeCashFlow(FCF)Reconciliation:inmillionsTwelveMonthsEndedDecember31,20212020Cashprovidedby(usedin)operatingactivities$2,176$1,500CapitalExpenditures(525)(410)Proceedsfromsaleofassetsandbusiness302166Changeinrestrictedcash10(10)Adjustedfreecashflow$1,963$1,246Cashprovidedby(usedin)investingactivities$(660)$(237)Cashprovidedby(usedin)financingsactivities$(1,339)$(253)Footnotes(a)RESTRUCTURINGCOSTS-In2022,andmovingforward,wewillonlyexcluderestructuringactionsgreaterthan$50millionfromourongoingresults.In2021,thesecostswereprimarilyrelatedtoactionsthatright-sizeandreducethefixedcoststructureofourEMEAbusinessandothercentralizedfunctions.In2020,thesecostswereprimarilyrelatedtoactionsthatright-sizeandreducethefixedcoststructureofourglobalbusiness,attributableprimarilytothemacroeconomicuncertaintiescausedbyCOVID-19.Thisincludescostsofapproximately$100millionrelatedtorestructuringintheUnitedStatesandapproximately$188millionrelatedtorestructuringoutsideoftheUnitedStates,includingtheexitofourNaples,Italyfacility.(b)IMPAIRMENTOFGOODWILL,INTANGIBLESANDOTHERASSETS-Duringthesecondquarterof2022,thecarryingvalueoftheEMEAreportingunitandIndesitandHotpoint*trademarksexceededtheirfairvaluesresultinginanimpairmentchargeof$384millionwhichisrecordedwithinImpairmentofgoodwillandotherintangibles.Additionally,duringthefourthquarterof2022werecognizedanimpairmentchargeof$12MrelatedtoequitymethodinvestmentinBrazilwhichisrecordedwithinEquitymethodinvestmentincome(loss),netoftax.*WhirlpoolownershipoftheHotpointbrandintheEMEAandAsiaPacificregionsisnotaffiliatedwiththeHotpointbrandsoldintheAmericas.MANAGEMENT'SDISCUSSIONANDANALYSISOFFINANCIALCONDITIONANDRESULTSOFOPERATIONS-(CONTINUED)43MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED) (c) IMPACT OF M&A TRANSACTIONS - On January 16, 2023, we signed a contribution agreement to contribute our European major domestic appliance business into a newly formed entity with Arçelik. In connection with the transaction, the Company recorded a non-cash loss on disposal of $1,521 million in the fourth-quarter of 2022. The loss includes a write-down of the net assets of $1,151 million of the disposal group to a fair value of $139 million and also includes $393 million of cumulative currency translation adjustments, $98 million release of other comprehensive loss on pension and $18 million of other transaction related costs. Whirlpool’s European major domestic appliance business met the criteria for held-for-sale accounting during the fourth-quarter of 2022 and will be included in the Company’s results until closing of the transaction. During the second quarter of 2022, we entered into an agreement to sell our Russia business. We classified this disposal group as held for sale and recorded an impairment loss of $346 million for the write-down of the assets to their fair value. During the third quarter of 2022, the loss from disposal was adjusted by an immaterial amount resulting in a final loss amount of $348 million for the twelve months ended December 31, 2022. Additionally, during the fourth-quarter 2022, we incurred unique transaction related costs of $25 million related to portfolio transformation for a total of $67 million for the twelve months ended December 31, 2022. These transaction costs are recorded in Selling, General and Administrative expenses on our Consolidated Statements of Income (Loss). On May 17, 2021, our subsidiary entered into a share purchase agreement to sell its Turkish subsidiary to Arçelik. As part of the agreement, Arçelik assumed responsibility for operating the manufacturing site in Manisa, Turkey, following closing. The transaction closed on June 30, 2021. In connection with the closing of the transaction, we received cash proceeds of $93 million and recognized a loss on sale of $164 million. 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. On March 31, 2021, Galanz launched its partial tender offer for majority ownership of Whirlpool China. Our subsidiary tendered approximately 31% of Whirlpool China's outstanding shares in the tender offer, with the remainder representing a noncontrolling interest of approximately 20% in Whirlpool China. The transaction closed on May 6, 2021. In connection with the closing of the transaction, we received cash proceeds of $193 million and recognized a gain on sale of $284 million. The net impact realized for gain on sale and disposal of Turkey and China businesses included in the income statement for the twelve months ended December 31, 2021 is $105 million. (d) SUBSTANTIAL LIQUIDATION OF SUBSIDIARY - During the fourth quarter of 2022, the Company liquidated an offshore subsidiary and recorded a one-time charge of $84 million for a release of the other comprehensive income on hedging and cumulative translation adjustments. (e) (GAIN) LOSS ON PREVIOUSLY HELD EQUITY INTEREST - During the third quarter of 2021, Whirlpool Corporation acquired an additional 38% equity interest in Elica PB India Private Limited (Elica PB India) for $57 million, which resulted in a controlling equity ownership of approximately 87%. The previously held equity interest of 49% in Elica PB India was remeasured at fair value of $74 million on the acquisition date, which resulted in a gain of $42 million. This gain was recorded within Interest & sundry (income) expense during the third quarter. The earnings per diluted share impact is calculated net of minority interest. (f) PRODUCT WARRANTY AND LIABILITY (INCOME) EXPENSE - During the fourth quarter of 2020, the Company released an accrual of approximately $30 million related to an EMEA-produced washer recall campaign. During the fourth quarter of 2021, the Company further released an accrual of approximately $9 million. These adjustments were made based on our revised expectations regarding future period cash expenditures for the campaign. 44 (g)CORRECTIVEACTIONRECOVERY-TheCompanyrecordedabenefitof$13millioninthethirdquarterof2020and$1millioninthefourthquarterof2020relatedtoavendorrecoveryinourEMEA-producedwashercorrectiveaction.(h)SALE-LEASEBACK,REALESTATEANDRECEIVABLEADJUSTMENTS-Inthefourthquarterof2020,theCompanysoldandleasedbackagroupofpropertiesfornetproceedsofapproximately$139million.Thetransactionmettherequirementsforsaleleasebackaccounting.Inthefourthquarterof2020,theCompanyrecordedthesaleoftheproperties,whichresultedinapre-taxgainofapproximately$113million.(i)NORMALIZEDTAXRATEADJUSTMENT-Duringthefull-yearof2021,theCompanycalculatedongoingearningspershareusinganadjustedtaxrateof23.5%.Duringthefull-yearof2022,theCompanycalculatedongoingearningspershareusinganadjustedtaxrateof4.4%,whichexcludestheimpactsofthenon-taxdeductiblelossonsaleoftheRussiabusinessof$348millionandimpairmentofgoodwillof$278millionrecordedinthesecondquarterof2022,alongwiththeimpactofM&Atransactionsofapproximately$1.5billionrecordedinthefourthquarterof2022.(j)NORMALIZEDSHARECOUNTADJUSTMENT-AsaresultofourcurrentperiodGAAPearningsloss,theimpactofantidilutiveshareswasexcludedfromthelosspersharecalculationonaGAAPbasis.Thesharecountadjustmentusedinthecalculationofthefull-yearongoingearningsperdilutedshareincludesbasicsharesoutstandingof55.9millionplustheimpactofantidilutivesharesof0.6millionwhichwereexcludedonaGAAPbasis.FINANCIALCONDITIONANDLIQUIDITYOurobjectiveistofinanceourbusinessthroughoperatingcashflowandtheappropriatemixoflong-termandshort-termdebt.Bydiversifyingthematuritystructure,weavoidconcentrationsofdebt,reducingliquidityrisk.Wehavevaryingneedsforshort-termworkingcapitalfinancingasaresultofthenatureofourbusiness.Weregularlyreviewourcapitalstructureandliquiditypriorities,whichincludefundinginnovationandgrowththroughcapital,researchanddevelopmentexpendituresaswellasopportunisticmergersandacquisitions;andprovidingreturnstoshareholdersthroughdividends,sharerepurchasesandmaintainingourstronginvestmentgraderating.TheCompanybelievesthatfreecashflowprovidesstockholderswitharelevantmeasureofliquidityandausefulbasisforassessingWhirlpool'sabilitytofunditsactivitiesandobligations.Whirlpoolhashistoricallybeenabletoleverageitsstrongfreecashflowgenerationtofundouroperations,payforanydebtservicingcostsandallocatecapitalforreinvestmentinourbusiness,fundingsharerepurchasesanddividendpayments.Ourshorttermpotentialusesofliquidityincludefundingourongoingcapitalspending,restructuringactivities,andreturnstoshareholders.Wealsohave$248millionoftermdebtmaturinginthenexttwelvemonths,andarecurrentlyevaluatingouroptionsinconnectionwiththismaturingdebt,whichmayincluderepaymentthroughrefinancing,freecashflowgenerationorcashonhand.TheCompanyhadcashandcashequivalentsofapproximately$2.0billionatDecember31,2022,ofwhich64%washeldbysubsidiariesinforeigncountries.Foreachofitsforeignsubsidiaries,theCompanymakesanassertionregardingtheamountofearningsintendedforpermanentreinvestment,withthebalanceavailabletoberepatriatedtotheUnitedStates.Thecashheldbyforeignsubsidiariesforpermanentreinvestmentisgenerallyusedtofinancethesubsidiaries'operationalactivitiesandexpectedfutureforeigninvestments.OurintentistopermanentlyreinvestthesefundsoutsideoftheUnitedStatesandourcurrentplansdonotdemonstrateaneedtorepatriatethecashtofundourU.S.operations.However,ifthesefundswererepatriated,wewouldberequiredtoaccrueandpayapplicableUnitedStatestaxes(ifany)andwithholdingtaxespayabletovariouscountries.Itisnotpracticaltoestimatetheamountofthedeferredtaxliabilityassociatedwiththerepatriationofcashduetothecomplexityofitshypotheticalcalculation.MANAGEMENT'SDISCUSSIONANDANALYSISOFFINANCIALCONDITIONANDRESULTSOFOPERATIONS-(CONTINUED)45AtDecember31,2022,wehadcashorcashequivalentsgreaterthan1%ofourconsolidatedassetsintheUnitedStates,Brazil,Mexico,SwitzerlandandIndiawhichrepresented4.1%,1.7%,1.3%,1.3%and1.2%,respectively.Inaddition,wehadthird-partyaccountsreceivableoutsideoftheUnitedStatesgreaterthan1%ofourconsolidatedassetsinBrazil,whichrepresented1.3%.Wecontinuetomonitorgeneralfinancialinstabilityanduncertaintyglobally.Notespayableconsistsofshort-termborrowingspayabletobanksandcommercialpaper,whicharegenerallyusedtofundworkingcapitalrequirements.AtDecember31,2022,wehad$4millionofnotespayableoutstanding.SeeNote7totheConsolidatedFinancialStatementsforadditionalinformation.Wemonitorthecreditratingsandmarketindicatorsofcreditriskofourlending,depository,derivativecounterpartybanksandcustomersregularly,andtakecertainactiontomanagecreditrisk.Wediversifyourdepositsandinvestmentsinshort-termcashequivalentstolimittheconcentrationofexposurebycounterparty.Wealsocontinuetoreviewcustomerconditionsglobally.Inthepast,whenfacedwithapotentialvolumereductionfromanyoneparticularsegmentofourtradedistributionnetwork,wegenerallyhavebeenabletooffsetsuchdeclinesthroughincreasedsalesthroughoutourbroaddistributionnetwork.Foradditionalinformationontransfersandservicingoffinancialassets,accountspayableoutsourcingandguarantees,seeNote1andNote8totheConsolidatedFinancialStatements.ShareRepurchaseProgramForadditionalinformationaboutoursharerepurchaseprogram,seeNote12totheConsolidatedFinancialStatements.SourcesandUsesofCashWemetourcashneedsduring2022throughcashflowsfromoperations,cashandcashequivalents,andfinancingarrangements.Ourcash,cashequivalentsandrestrictedcashatDecember31,2022decreased$1,086millioncomparedtothesameperiodin2021.Thefollowingtablesummarizesthenetincrease(decrease)incash,cashequivalentsandrestrictedcashfortheperiodspresented.Significantdriversofchangesinourcashandcashequivalentsbalanceduring2022arediscussedbelow:CashFlowSummaryMillionsofdollars202220212020Cashprovidedby(usedin):Operatingactivities$1,390$2,176$1,500Investingactivities(3,568)(660)(237)Financingactivities1,206(1,339)(253)Effectofexchangeratechanges(20)(67)(28)Less:decreaseincashclassifiedasheldforsale(94)——Netincreaseincash,cashequivalentsandrestrictedcash$(1,086)$110$982CashFlowsfromOperatingActivitiesCashprovidedbyoperatingactivitiesin2022decreasedcomparedto2021.Thedecreasewasprimarilydrivenbyreducedcashearningspartiallyoffsetbythefavorablecashimpactofimprovedworkingcapitalandhedgesettlementsinthecurrentperiod.Cashprovidedbyoperatingactivitiesin2021increasedcomparedto2020.Theincreasewasprimarilydrivenbystrongcashearningspartiallyoffsetbyworkingcapitalinitiatives.TheMANAGEMENT'SDISCUSSIONANDANALYSISOFFINANCIALCONDITIONANDRESULTSOFOPERATIONS-(CONTINUED)46MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED) improvement in working capital was driven by increased accounts payable due to raw material inflation, partially offset by increased inventory due to higher input costs and a modest inventory build. The timing of cash flows from operations varies significantly throughout the year primarily due to changes in production levels, sales patterns, promotional programs, funding requirements, credit management, as well as receivable and payment terms. Depending on the timing of cash flows, the location of cash balances, as well as the liquidity requirements of each country, external sources of funding are used to support working capital requirements. Cash Flows from Investing Activities The increase in cash used in investing activities during 2022 primarily reflects the $3 billion cash outflow for the purchase of InSinkErator business. The increase in cash provided by investing activities during 2021 primarily reflects the cash impacts from the divestiture of Whirlpool China (approximately $341 million) and our Turkey manufacturing subsidiary (approximately $52 million) as well as an increase in capital expenditures (approximately $115 million). Cash Flows from Financing Activities The increase in cash provided by financing activities during 2022 primarily reflects the proceeds ($2.5 billion) from borrowings of long-term debt related to InSinkErator acquisition. The increase in cash used in financing activities during 2021 primarily reflects lower debt issuance proceeds (approximately $733 million) along with higher share repurchases (approximately $920 million) partially offset by lower repayments of long-term debt (increase of approximately $273 million) net effect of reduced short-term debt (increase of approximately $330 million). Dividends paid in financing activities were $390 million, $338 million, and $311 million during 2022, 2021 and 2020, respectively. Financing Arrangements The Company had total committed credit facilities of approximately $6.2 billion and $3.7 billion at December 31, 2022 and 2021, respectively. The facilities are geographically diverse and reflect the Company's global operations. The Company believes these facilities are sufficient to support its global operations. We had $2.5 billion drawn on the committed credit facilities at December 31, 2022 which were used to fund the InSinkErator acquisition in the fourth quarter of 2022. We had no borrowings outstanding under the committed credit facilities at December 31, 2021. See Note 7 to the Consolidated Financial Statements for additional information. 47 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED) Other material obligations include off-balance sheet arrangements arising in the normal course of business. They primarily consist of agreements we enter into with financial institutions to issue bank guarantees, letters of credit and surety bonds. These agreements are primarily associated with unresolved tax matters in Brazil, as is customary under local regulations, and other governmental obligations and debt agreements. At December 31, 2022 and 2021, we had approximately $401 million and $294 million outstanding under these agreements, respectively. Additionally, we have material contractual obligations. They primarily consist of long-term debt obligations, operating lease obligations, purchase obligations, taxes, United States and foreign pension plans and other postretirement benefits. See Notes 1, 3, 7-10 and 15 to the Consolidated Financial Statements for additional information. Dividends In February 2022, our Board of Directors approved a 25.0% increase in our quarterly dividend on our common stock to $1.75 per share from $1.40 per share representing the 10th consecutive year of increased dividends. CRITICAL ACCOUNTING POLICIES AND ESTIMATES The preparation of financial statements, in conformity with GAAP, requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. We periodically evaluate these estimates and assumptions, which are based on historical experience, forecasted events, changes in the business environment and other factors that management believes to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. Management believes the accounting policies below are critical in the portrayal of our financial condition and results of operations and require management's most difficult, subjective, or complex judgments. Pension and Other Postretirement Benefits Accounting for pensions and other postretirement benefits involves estimating the costs of future benefits and attributing the cost over the employee's expected period of employment. The determination of our obligation and expense for these costs requires the use of certain assumptions. Those key assumptions include the discount rate, expected long-term rate of return on plan assets, life expectancy, and health care cost trend rates. These assumptions are subject to change based on interest rates on high quality bonds and stock, and medical cost inflation. Actual results that differ from our assumptions are accumulated and amortized over future periods and therefore, generally affect our recognized expense and accrued liability in such future periods. While we believe that our assumptions are appropriate given current economic conditions and actual experience, significant differences in results or significant changes in our assumptions may materially affect our pension and other postretirement benefit obligations and related future expense. 48 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED) Our pension and other postretirement benefit obligations at December 31, 2022 and preliminary retirement benefit costs for 2023 were prepared using the assumptions that were determined as of December 31, 2022. The following table summarizes the sensitivity of our December 31, 2022 retirement obligations and 2023 retirement benefit costs of our United States plans to changes in the key assumptions used to determine those results: Millions of dollars United States Pension Plans Discount rate Expected long-term rate of return on plan assets United States Other Postretirement Benefit Plan Discount rate (1) Percentage Change +/-50bps +/-50bps Estimated increase (decrease) in PBO/APBO(1) for 2022 2023 Expense 1/(1) (12)/12 (89)/97 – +/-50bps 0/0 (3)/4 Projected benefit obligation (PBO) for pension plans and accumulated postretirement benefit obligation (APBO) for other postretirement benefit plans. These sensitivities may not be appropriate to use for other years' financial results. Furthermore, the impact of assumption changes outside of the ranges shown above may not be approximated by using the above results. For additional information about our pension and other postretirement benefit obligations, see Note 9 to the Consolidated Financial Statements. Income Taxes We estimate our income taxes in each of the taxing jurisdictions in which we operate. This involves estimating actual current tax expense together with assessing any temporary differences resulting from the different treatment of certain items, such as the timing for recognizing expenses, for tax and accounting purposes. These differences may result in deferred tax assets or liabilities, which are included in our Consolidated Balance Sheets. We are required to assess the likelihood that deferred tax assets, which include net operating loss carryforwards, general business credits and deductible temporary differences, will be realizable in future years. Realization of our net operating loss and general business credit deferred tax assets is supported by specific tax planning strategies and, where possible, considers projections of future profitability. If recovery is not more likely than not, we provide a valuation allowance based on estimates of future taxable income in the various taxing jurisdictions, for the amount of deferred taxes that are ultimately realizable. If future taxable income is lower than expected or if tax planning strategies are not available as anticipated, we may record additional valuation allowances through income tax expense in the period such determination is made. Likewise, if we determine that we are able to realize our deferred tax assets in the future in excess of net recorded amounts, an adjustment to the deferred tax asset will benefit income tax expense in the period such determination is made. At December 31, 2022 and 2021, we had total deferred tax assets of $2.6 billion and $3.0 billion, respectively, net of valuation allowances of $412 million and $195 million, respectively. The Company has established tax planning strategies and transfer pricing policies to provide sufficient future taxable income to realize these deferred tax assets. Our income tax expense has fluctuated considerably over the last five years. The tax expense has been influenced primarily by foreign tax credits, audit settlements and adjustments, tax planning strategies, enacted legislation, and dispersion of global income. Future changes in the effective tax rate will be subject to several factors, including business profitability, tax planning strategies, and enacted tax laws. 49 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED) We have various tax filings with applicable jurisdictions to defend our positions with regards to the timing and amount of deductions and credits as well as the allocation of income across various jurisdictions. We regularly inventory, evaluate and measure all uncertain tax positions taken or expected to be taken to ensure the timely recording of liabilities for tax positions that may not be sustained or may only be partially sustained upon examination by the relevant taxing authorities. We believe that our estimates and judgements with respect to uncertain tax positions are reasonable and accurate at the time they are developed. However, actual results may differ due to unforeseen future events and circumstances. If one or more of the applicable taxing authorities were to successfully challenge our right to realize some or all of the tax benefits we have recorded, it could have a material adverse effect on our financial statements. In addition, we operate within multiple taxing jurisdictions and are subject to audit in these jurisdictions. These audits can involve complex issues, which may require an extended period of time to resolve and could result in outcomes that are unfavorable to the Company. For additional information about income taxes, see Note 1, Note 8 and Note 15 to the Consolidated Financial Statements. Warranty Obligations The estimation of warranty obligations is determined in the same period that revenue from the sale of the related products is recognized. The warranty obligation is based on historical experience and represents our best estimate of expected costs at the time products are sold. Warranty accruals are adjusted for known or anticipated warranty claims as new information becomes available. New product launches require a greater use of judgment in developing estimates until historical experience becomes available. Future events and circumstances could materially change our estimates and require adjustments to the warranty obligations. For the year ended December 31, 2022 and 2021, warranty expense as a percentage of consolidated net sales approximated 1.4% and 1.5%, respectively. For additional information about warranty obligations, see Note 8 to the Consolidated Financial Statements. Goodwill and Indefinite-Lived Intangibles Certain business acquisitions have resulted in the recording of goodwill and trademark assets which are not amortized. At December 31, 2022 and 2021, we had goodwill of approximately $3.3 billion in 2022 was driven by the InSinkErator and $2.5 billion, respectively. The increase in goodwill acquisition in the fourth quarter of 2022, partially offset by full impairment of EMEA goodwill in the second quarter of 2022. We have trademark assets with a carrying value of approximately $3.0 billion and $1.9 billion at December 31, 2022 and 2021, respectively. The trademark assets increase in 2022 was driven by the InSinkErator acquisition, partially offset by EMEA trademarks that were partially impaired in the second quarter of 2022 and subsequently classified as held for sale in the fourth quarter of 2022. The InSinkErator acquisition has been accounted for as a business combination under the acquisition method of accounting. On the acquisition date, we recognized the separately identifiable intangible assets based on the preliminary purchase price allocation. The excess of the consideration transferred over the fair values assigned to the net identifiable assets and liabilities of the acquired business was recognized as goodwill. For additional information, see Notes 11 and 17 to the Consolidated Financial Statements. We perform our annual impairment assessment for goodwill and other indefinite-lived intangible assets as of October 1 or more frequently if events or changes in circumstances indicate that the asset might be impaired. We consider qualitative factors to assess if it is more likely than not that the fair value for goodwill or indefinite-lived intangible assets is below the carrying amount. We may also elect to bypass the qualitative assessment and perform a quantitative assessment. In conducting a qualitative assessment, the Company analyzes a variety of events or factors that may influence the fair value of the reporting unit or indefinite-lived intangible, including, but not limited to: the results of prior quantitative assessments performed; changes in the carrying amount 50 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED) of the reporting unit or indefinite-lived intangible; actual and projected revenue and EBIT margin; relevant market data for both the Company and its peer companies; industry outlooks; macroeconomic conditions; liquidity; changes in key personnel; and the Company's competitive position. Significant judgment is used to evaluate the totality of these events and factors to make the determination of whether it is more likely than not that the fair value of the reporting unit or indefinite-lived intangible is less than its carrying value. For our annual impairment assessment as of October 1, 2022, the Company performed a qualitative impairment assessment for goodwill and elected to bypass the qualitative assessment and perform a quantitative assessment to evaluate certain brand trademarks. The Company elected to perform a qualitative assessment on the other indefinite-lived intangible assets noting no events that indicated that the fair value was less than the carrying value that would require a quantitative impairment assessment. Goodwill Valuations In 2022, we evaluated 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. If we determine that the fair value of the reporting unit may be less than its carrying amount, a goodwill impairment test is performed to identify potential impairment test compares a reporting unit’s fair value to its carrying amount. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, then a goodwill impairment loss is measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. Otherwise, we conclude that no impairment is indicated and and no further testing is required. If the fair value of the reporting unit exceeds its carrying amount, no impairment loss is measured. impairment. The goodwill In conducting a qualitative assessment, the Company analyzes a variety of events or factors that may influence the fair value of the reporting unit, including, but not limited to: the results of prior quantitative tests performed; changes in the carrying amount of the reporting unit; actual and projected operating results; relevant market data for both the company and its peer companies; industry outlooks; macroeconomic conditions; liquidity; changes in key personnel; and the Company's competitive position. Significant judgment is used to evaluate the totality of these events and factors to make the determination of whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. Indefinite-Lived Intangible Valuations 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. If the estimated fair value of the indefinite-lived intangible asset is less than its carrying value, we would recognize an impairment loss. The estimates of future cash flows used in determining the fair value of 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 performing the in business conditions, operating performance and economic conditions. quantitative assessment on these assets, significant assumptions used in our relief-from-royalty model included revenue growth rates, assumed royalty rates and the discount rate, which are discussed further below. 51 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED) Revenue growth rates relate to projected revenues from our financial planning and analysis process and vary from brand to brand. Adverse changes in the operating environment or our inability to grow revenues at the forecasted rates may result in a material impairment charge. In determining royalty rates for the valuation of our trademarks, we considered factors that affect the assumed royalty rates that would hypothetically be paid by a market participant for the use of trademarks. The most significant factors in determining the assumed royalty rates include the overall role and importance of the trademarks in the particular industry, the profitability of the products utilizing the trademarks, and the position of the trademarked products in the given product category. In developing discount rates for the valuation of our trademarks, we used a market participant discount rate based on a weighted-average cost of capital, adjusted for higher relative level of risks associated with doing business in other countries, as applicable, as well as the higher relative levels of risks associated with intangible assets. If actual results are not consistent with management's estimate and assumptions, a material impairment charge of our trademarks could occur, which could have a material adverse effect on our consolidated financial statements. Maytag trademark Our Maytag trademark is at risk at December 31, 2022. The fair value of the Maytag trademark exceeded its carrying value of $1,021 million by approximately 6%. We expect future fiscal year revenues for this brand to improve as we recover from temporary volume loss and continue to execute our brand leadership strategy and benefit from our new product investments. A 10% reduction of approximately $49 million. forecasted Maytag revenues would result in an impairment charge of We determined a royalty rate of 4% for the Maytag trademark, noting that a 50 basis point reduction of the royalty rate would result in an impairment charge of approximately $75 million. We determined a discount rate of 10.25% for Maytag, noting that a 50 basis point increase in the discount rate would result in an impairment charge of approximately $9 million. JennAir trademark Our JennAir trademark is at risk at December 31, 2022. The fair value of the JennAir trademark exceeded its carrying value of $304 million by approximately 8%. A 10% reduction of approximately $9 million. forecasted JennAir revenues would result in an impairment charge of We determined a royalty rate of 6% for JennAir, noting that a 50 basis point reduction of the royalty rate would result in an impairment charge of approximately $3 million. We determined a discount rate of 11.25% for JennAir, noting that a 50 basis point increase in the discount rate would reduce the fair value of the trademark to breakeven with its carrying value. Other indefinite-lived intangible assets Based on our quantitative impairment assessment as of May 31, 2022, the carrying values of the Hotpoint* and Indesit trademarks exceeded their fair values by $36 million and $70 million, respectively, and we recorded intangible impairment charges for these amounts during the second quarter of 2022. The remaining carrying values of the Hotpoint* and Indesit trademarks were included in the European major domestic appliance disposal group which was classified as held for sale in the fourth quarter of 2022. 52 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED) The fair values of all other trademarks exceeded their carrying values by an amount sufficient to not be deemed "at risk". There were no other impairments of indefinite-lived intangible assets in 2022 or 2021. For additional information about goodwill and indefinite-life intangible valuations, see Note 6 and Note 11 to the Consolidated Financial Statements. ISSUED BUT NOT YET EFFECTIVE ACCOUNTING PRONOUNCEMENTS For additional information regarding recently issued accounting pronouncements, see Note 1 to the Consolidated Financial Statements. OTHER MATTERS For additional information regarding certain of our loss contingencies/litigation, see Note 8 to the Consolidated Financial Statements. Unfavorable outcomes in these proceedings could have a material adverse effect on our financial statements in any particular reporting period. Antidumping and Safeguard Petition As previously reported, Whirlpool filed petitions in 2011 and 2015 alleging that Samsung, LG and Electrolux violated U.S. and international trade laws by dumping large residential washers into the U.S. Those petitions resulted in orders imposing antidumping duties on certain large residential washers imported from South Korea, Mexico, and China, and countervailing duties on certain large residential washers from South Korea. In March 2019, the order covering certain large residential washers from Mexico was extended for an additional five years, while the order covering certain large residential washers from South Korea was revoked. In August 2022, the order covering certain large residential washers from China was extended for an additional five years. The order is subject to administrative reviews, possible appeals, and other potential modifications. 53 FORWARD-LOOKINGSTATEMENTSThePrivateSecuritiesLitigationReformActof1995providesasafeharborforforward-lookingstatementsmadebyusoronourbehalf.Certainstatementscontainedinthisquarterlyreport,includingthosewithintheforward-lookingperspectivesectionwithintheManagement'sDiscussionandAnalysissection,andotherwrittenandoralstatementsmadefromtimetotimebyusoronourbehalfdonotrelatestrictlytohistoricalorcurrentfactsandmaycontainforward-lookingstatementsthatreflectourcurrentviewswithrespecttofutureeventsandfinancialperformance.Assuch,theyareconsidered"forward-lookingstatements"whichprovidecurrentexpectationsorforecastsoffutureevents.Suchstatementscanbeidentifiedbytheuseofterminologysuchas"may,""could,""will,""should,""possible,""plan,""predict,""forecast,""potential,""anticipate,""estimate,""expect,""project,""intend,""believe,""mayimpact,""ontrack,""guarantee,""seek,"andthenegativeofthesewordsandwordsandtermsofsimilarsubstance.Ourforward-lookingstatementsgenerallyrelatetoourgrowthstrategies,financialresults,productdevelopment,andsalesefforts.Theseforward-lookingstatementsshouldbeconsideredwiththeunderstandingthatsuchstatementsinvolveavarietyofrisksanduncertainties,knownandunknown,andmaybeaffectedbyinaccurateassumptions.Consequently,noforward-lookingstatementcanbeguaranteedandactualresultsmayvarymaterially.Thisdocumentcontainsforward-lookingstatementsaboutWhirlpoolCorporationanditsconsolidatedsubsidiaries("Whirlpool")thatspeakonlyasofthisdate.Whirlpooldisclaimsanyobligationtoupdatethesestatements.Forward-lookingstatementsinthisdocumentmayinclude,butarenotlimitedto,statementsregardingfuturefinancialresults,long-termvaluecreationgoals,restructuringexpectations,productivity,rawmaterialpricesandrelatedcosts,supplychain,transaction-relatedclosingandsynergiesexpectations,assetimpairment,litigation,ESGefforts,andtheimpactofCOVID-19andtheRussia/Ukraineconflictonouroperations.Manyrisks,contingenciesanduncertaintiescouldcauseactualresultstodiffermateriallyfromWhirlpool'sforward-lookingstatements.Amongthesefactorsare:(1)intensecompetitioninthehomeapplianceindustryreflectingtheimpactofbothnewandestablishedglobalcompetitors,includingAsianandEuropeanmanufacturers,andtheimpactofthechangingretailenvironment,includingdirect-to-consumersales;(2)Whirlpool'sabilitytomaintainorincreasesalestosignificanttradecustomers;(3)Whirlpool'sabilitytomaintainitsreputationandbrandimage;(4)theabilityofWhirlpooltoachieveitsbusinessobjectivesandleverageitsglobaloperatingplatform,andacceleratetherateofinnovation;(5)Whirlpool’sabilitytounderstandconsumerpreferencesandsuccessfullydevelopnewproducts;(6)Whirlpool'sabilitytoobtainandprotectintellectualpropertyrights;(7)acquisition,divestiture,andinvestment-relatedrisks,includingrisksassociatedwithourpastacquisitions;(8)theabilityofsuppliersofcriticalparts,componentsandmanufacturingequipmenttodeliversufficientquantitiestoWhirlpoolinatimelyandcost-effectivemanner;(9)COVID-19pandemic-relatedbusinessdisruptionsandeconomicuncertainty;(10)Whirlpool'sabilitytonavigaterisksassociatedwithourpresenceinemergingmarkets;(11)risksrelatedtoourinternationaloperations,includingchangesinforeignregulations;(12)Whirlpool'sabilitytorespondtounanticipatedsocial,politicaland/oreconomicevents;(13)informationtechnologysystemfailures,datasecuritybreaches,dataprivacycompliance,networkdisruptions,andcybersecurityattacks;(14)productliabilityandproductrecallcosts;(15)ourabilitytoattract,developandretainexecutivesandotherqualifiedemployees;(16)theimpactoflaborrelations;(17)fluctuationsinthecostofkeymaterials(includingsteel,resins,basemetals)andcomponentsandtheabilityofWhirlpooltooffsetcostincreases;(18)Whirlpool'sabilitytomanageforeigncurrencyfluctuations;(19)impactsfromgoodwillimpairmentandrelatedcharges;(20)triggeringeventsorcircumstancesimpactingthecarryingvalueofourlong-livedassets;(21)inventoryandotherassetrisk;(22)healthcarecosttrends,regulatorychangesandvariationsbetweenresultsandestimatesthatcouldincreasefuturefundingobligationsforpensionandpostretirementbenefitplans;(23)litigation,tax,andlegalcomplianceriskandcosts,especiallyifmateriallydifferentfromtheamountweexpecttoincurorhaveaccruedfor,andanydisruptionscausedbythesame;(24)theeffectsandcostsofgovernmentalinvestigationsorrelatedactionsbythirdparties;(25)changesinthelegalandregulatoryenvironmentincludingenvironmental,healthandsafetyregulations,dataprivacy,andtaxesandtariffs;(26)Whirlpool'sabilitytorespondtotheimpactofclimatechangeandclimatechangeregulation;and(27)theuncertainglobaleconomyandchangesineconomicconditionswhichaffectdemandforourproducts.MANAGEMENT'SDISCUSSIONANDANALYSISOFFINANCIALCONDITIONANDRESULTSOFOPERATIONS-(CONTINUED)54Weundertakenoobligationtoupdateanyforward-lookingstatement,andinvestorsareadvisedtoreviewdisclosuresinourfilingswiththeSEC.Itisnotpossibletoforeseeoridentifyallfactorsthatcouldcauseactualresultstodifferfromexpectedorhistoricresults.Therefore,investorsshouldnotconsidertheforegoingfactorstobeanexhaustivestatementofallrisks,uncertainties,orfactorsthatcouldpotentiallycauseactualresultstodifferfromforward-lookingstatements.Additionalinformationconcerningtheseandotherfactorscanbefoundin"RiskFactors"inItem1Aofthisreport.MANAGEMENT'SDISCUSSIONANDANALYSISOFFINANCIALCONDITIONANDRESULTSOFOPERATIONS-(CONTINUED)55ITEM7A.QUANTITATIVEANDQUALITATIVEDISCLOSURESABOUTMARKETRISKMARKETRISKWehaveinplaceanenterpriseriskmanagementprocessthatinvolvessystematicriskidentificationandmitigationcoveringthecategoriesofenterprise,strategic,financial,operationalandcomplianceandreportingrisks.TheenterpriseriskmanagementprocessreceivesBoardofDirectorsandmanagementoversight,drivesriskmitigationdecision-makingandisfullyintegratedintoourinternalauditplanningandexecutioncycle.Weareexposedtomarketriskfromchangesinforeigncurrencyexchangerates,domesticandforeigninterestrates,andcommodityprices,whichcanaffectouroperatingresultsandoverallfinancialcondition.Wemanageexposuretotheserisksthroughouroperatingandfinancingactivitiesand,whendeemedappropriate,throughtheuseofderivatives.Derivativesareviewedasriskmanagementtoolsandarenotusedforspeculationorfortradingpurposes.Derivativesaregenerallycontractedwithadiversifiedgroupofinvestmentgradecounterpartiestoreduceexposuretononperformanceonsuchinstruments.Weuseforeigncurrencyforwardcontracts,currencyoptions,currencyswapsandcross-currencyswapstohedgethepriceriskassociatedwithfirmlycommittedandforecastedcross-borderpaymentsandreceiptsrelatedtoongoingbusinessandoperationalfinancingactivities.AtDecember31,2022and2021,ourmostsignificantforeigncurrencyexposuresrelatedtotheBrazilianReal,CanadianDollarandBritishPound.Wemayalsouseforwardoroptioncontractstohedgeourinvestmentinthenetassetsofcertaininternationalsubsidiariestooffsetforeigncurrencytranslationadjustmentsrelatedtoournetinvestmentinthosesubsidiaries.Theseforeigncurrencycontractsaresensitivetochangesinforeigncurrencyexchangerates.AtDecember31,2022,a10%favorableorunfavorableexchangeratemovementineachcurrencyinourportfolioofforeigncurrencycontractswouldhaveresultedinanincrementalunrealizedgainofapproximately$258millionorlossofapproximately$267million,respectively.Consistentwiththeuseofthesecontractstomitigatetheeffectofexchangeratefluctuations,suchunrealizedlossesorgainswouldbeoffsetbycorrespondinggainsorlosses,respectively,inthere-measurementoftheunderlyingexposures.Weenterintointerestrateswapandcross-currencyswapagreementstomanageourexposuretointerestrateriskfromprobablelong-termdebtissuancesorcross-currencydebt.AtDecember31,2022,a100basispointincreaseordecreaseininterestrateswouldhaveresultedinanincrementalunrealizedgainofapproximately$4millionorunrealizedlossofapproximately$5million,respectively,relatedtothesecontracts.Weenterintocommodityswapcontractstohedgethepriceriskassociatedwithfirmlycommittedandforecastedcommoditiespurchases,thepricesofwhicharenotfixeddirectlythroughsupplycontracts.AtDecember31,2022,a10%favorableorunfavorableshiftincommoditypriceswouldhaveresultedinanincrementalgainorlossofapproximately$18million,respectively,relatedtothesecontracts.Thereisnomaterialchangetomarketriskexposureotherthanforeignexchange,whichisattributabletoachangeinthesizeofthederivativeportfolioyearoveryear.Foradditionalinformation,seeNote10totheConsolidatedFinancialStatements.56ITEM8.FINANCIALSTATEMENTSANDSUPPLEMENTARYDATATABLEOFCONTENTSPAGEFINANCIALSTATEMENTSANDSUPPLEMENTARYDATAConsolidatedStatementsofIncome(Loss)58ConsolidatedStatementsofComprehensiveIncome(Loss)59ConsolidatedBalanceSheets60ConsolidatedStatementsofCashFlows61ConsolidatedStatementsofChangesinStockholders'Equity62PAGENOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS1SignificantAccountingPolicies632RevenueRecognition713Leases764Cash,CashEquivalentsandRestrictedCash785Inventories786GoodwillandOtherIntangibles797FinancingArrangements828CommitmentsandContingencies869PensionandOtherPostretirementBenefitPlans9010HedgesandDerivativeFinancialInstruments9811FairValueMeasurements10212Stockholders'Equity10413Share-BasedIncentivePlans10614RestructuringCharges10815IncomeTaxes10916SegmentInformation11417AcquisitionsandDivestitures117ReportofindependentRegisteredPublicAccountingFirm(PCAOBID:42)13757WHIRLPOOLCORPORATIONCONSOLIDATEDSTATEMENTSOFINCOME(LOSS)YearEndedDecember31,(Millionsofdollars,exceptpersharedata)202220212020Netsales$19,724$21,985$19,456ExpensesCostofproductssold16,65117,57615,614Grossmargin3,0734,4093,842Selling,generalandadministrative1,8202,0811,877Intangibleamortization354762Restructuringcosts2138288Impairmentofgoodwillandotherintangibles384—7(Gain)lossonsaleanddisposalofbusinesses1,869(105)(7)Operatingprofit(loss)(1,056)2,3481,615Other(income)expenseInterestandsundry(income)expense(19)(159)(21)Interestexpense190175189Earnings(loss)beforeincometaxes(1,227)2,3321,447Incometaxexpense(benefit)265518382Equitymethodinvestmentincome(loss),netoftax(19)(8)—Netearnings(loss)(1,511)1,8061,065Less:Netearnings(loss)availabletononcontrollinginterests823(10)Netearnings(loss)availabletoWhirlpool$(1,519)$1,783$1,075PershareofcommonstockBasicnetearningsavailabletoWhirlpool$(27.18)$28.73$17.15DilutednetearningsavailabletoWhirlpool$(27.18)$28.36$16.98Weighted-averagesharesoutstanding(inmillions)Basic55.962.162.7Diluted55.962.963.3TheaccompanyingnotesareanintegralpartoftheseConsolidatedFinancialStatements.58WHIRLPOOLCORPORATIONCONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME(LOSS)YearEndedDecember31,(Millionsofdollars)202220212020Netearnings(loss)$(1,511)$1,806$1,065Othercomprehensiveincome(loss),beforetax:Foreigncurrencytranslationadjustments280364(385)Derivativeinstruments:Netgain(loss)arisingduringperiod119282(43)Less:reclassificationadjustmentforgain(loss)includedinnetearnings(loss)93255(126)Derivativeinstruments,net262783Definedbenefitpensionandpostretirementplans:Priorservice(cost)creditarisingduringperiod5—156Netgain(loss)arisingduringperiod(54)56(78)Less:amortizationofpriorservicecredit(cost)andactuarial(loss)(22)(48)(93)Definedbenefitpensionandpostretirementplans,net(27)104171Othercomprehensiveincome(loss),beforetax279495(131)Incometaxbenefit(expense)relatedtoitemsofothercomprehensiveincome(loss)(12)(41)(60)Othercomprehensiveincome(loss),netoftax$267$454$(191)Comprehensiveincome(loss)$(1,244)$2,260$874Less:comprehensiveincome(loss),availabletononcontrollinginterests823(8)Comprehensiveincome(loss)availabletoWhirlpool$(1,252)$2,237$882TheaccompanyingnotesareanintegralpartoftheseConsolidatedFinancialStatements.59WHIRLPOOL CORPORATION CONSOLIDATED BALANCE SHEETS At December 31, (Millions of dollars) 2022 2021 Assets Current assets Cash and cash equivalents Accounts receivable, net of allowance of $49 and $98, respectively Inventories Prepaid and other current assets Assets held for sale Total current assets $ 1,958 $ 1,555 2,089 653 139 6,394 Property, net of accumulated depreciation of $4,808 and $6,619, respectively Right of use assets Goodwill Other intangibles, net of accumulated amortization of $400 and $522, respectively Deferred income taxes Other noncurrent assets Total assets Liabilities and stockholders' equity Current liabilities Accounts payable Accrued expenses Accrued advertising and promotions Employee compensation Notes payable Current maturities of long-term debt Other current liabilities Liabilities held for sale Total current liabilities Noncurrent liabilities Long-term debt Pension benefits Postretirement benefits Lease liabilities Other noncurrent liabilities Total noncurrent liabilities Stockholders' equity 2,102 691 3,314 3,164 1,063 396 $ 17,124 $ $ 3,376 $ 481 623 159 4 248 550 490 5,931 7,363 184 96 584 460 8,687 3,044 3,100 2,717 834 — 9,695 2,805 946 2,485 1,981 1,920 453 20,285 5,413 609 854 576 10 298 750 — 8,510 4,929 378 142 794 519 6,762 Common stock, $1 par value, 250 million shares authorized, 114 million and 114 million shares issued, respectively, and 54 million and 59 million shares outstanding, respectively Additional paid-in capital Retained earnings Accumulated other comprehensive loss Treasury stock, 60 million and 55 million shares, respectively Total Whirlpool stockholders' equity Noncontrolling interests Total stockholders' equity Total liabilities and stockholders' equity 114 114 3,061 8,261 (2,090) (7,010) 2,336 170 2,506 $ 17,124 $ 3,025 10,170 (2,357) (6,106) 4,846 167 5,013 20,285 The accompanying notes are an integral part of these Consolidated Financial Statements. 60 WHIRLPOOL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, (Millions of dollars) Operating activities Net earnings (loss) Adjustments to reconcile net earnings to cash provided by (used in) operating activities: Depreciation and amortization Impairment of goodwill and other intangibles (Gain) loss on sale and disposal of businesses (Gain) loss on previously held equity interest Changes in assets and liabilities: Accounts receivable Inventories Accounts payable Accrued advertising and promotions Accrued expenses and current liabilities Taxes deferred and payable, net Accrued pension and postretirement benefits Employee compensation Other Cash provided by (used in) operating activities Investing activities Capital expenditures Proceeds from sale of assets and businesses Acquisition of businesses, net of cash acquired Cash held by divested businesses Other Cash provided by (used in) investing activities Financing activities Net proceeds from borrowings of long-term debt Net proceeds (repayments) of long-term debt Net proceeds (repayments) from short-term borrowings Dividends paid Repurchase of common stock Common stock issued Other Cash provided by (used in) financing activities Effect of exchange rate changes on cash, cash equivalents and restricted cash Less: decrease in cash classified as held for sale Increase (decrease) in cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash at beginning of year Cash, cash equivalents and restricted cash at end of period Supplemental disclosure of cash flow information Cash paid for interest Cash paid for income taxes 2022 2021 2020 $ (1,511) $ 1,806 $ 1,065 475 384 1,869 — 854 (49) (612) (51) 113 18 (105) (288) 293 1,390 (570) 77 (3,000) (75) — (3,568) 2,800 (300) (4) (390) (903) 3 — 1,206 494 — (105) (42) (232) (648) 949 70 125 130 (116) 16 (271) 2,176 (525) 302 (46) (393) 2 (660) 300 (300) (1) (338) (1,041) 76 (35) (1,339) 568 7 (7) — (940) 249 341 (123) (287) 154 (30) 303 200 1,500 (410) 166 — — 7 (237) 1,033 (569) (330) (311) (121) 44 1 (253) (20) (94) (1,086) 3,044 (28) — 982 1,952 $ 1,958 $ 3,044 $ 2,934 (67) — 110 2,934 $ $ 161 $ 247 $ 169 $ 388 $ 193 229 The accompanying notes are an integral part of these Consolidated Financial Statements. 61 WHIRLPOOLCORPORATIONCONSOLIDATEDSTATEMENTSOFCHANGESINSTOCKHOLDERS'EQUITYYearendedDecember31,(Millionsofdollars)WhirlpoolStockholders'EquityTotalRetainedEarningsAccumulatedOtherComprehensiveIncome(Loss)TreasuryStock/AdditionalPaid-In-CapitalCommonStockNon-ControllingInterestsBalances,December31,2019$4,210$7,962$(2,618)$(2,169)$112$923ComprehensiveincomeNetearnings(loss)1,0651,075———(10)Othercomprehensiveincome(loss)(191)—(193)——2Comprehensiveincome8741,075(193)——(8)Stockissued(repurchased)28——271—Dividendsdeclared(317)(312)———(5)Balances,December31,20204,7958,725(2,811)(2,142)113910ComprehensiveincomeNetearnings(loss)1,8061,783———23Othercomprehensiveincome(loss)454—454———Comprehensiveincome2,2601,783454——23Stockissued(repurchased)(938)——(939)1—Dividendsdeclared(340)(338)———(2)AcquisitionsandDivestitures(764)————(764)Balances,December31,20215,01310,170(2,357)(3,081)114167ComprehensiveincomeNetearnings(1,511)(1,519)———8Othercomprehensiveincome(loss)267—267———Comprehensiveincome(1,244)(1,519)267——8Stockissued(repurchased)(868)——(868)——Dividendsdeclared(395)(390)———(5)Acquisitionsanddivestitures——————Balances,December31,2022$2,506$8,261$(2,090)$(3,949)$114$170TheaccompanyingnotesareanintegralpartoftheseConsolidatedFinancialStatements.62NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (1) SIGNIFICANT ACCOUNTING POLICIES 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. On January 16, 2023, Whirlpool entered into a contribution agreement with Arçelik A.Ş (“Arcelik”) in alignment with Whirlpool’s portfolio transformation. Under the terms of the agreement, Whirlpool will contribute its European major domestic appliance business, and Arcelik will contribute its major domestic appliance, consumer electronics, air conditioning, and small domestic appliance businesses into the newly formed entity of which Whirlpool will own 25% and Arcelik 75%, subject to an adjustment mechanism based on certain financial matters. Separately, Whirlpool agreed in principle to the sale of Whirlpool’s Middle East and Africa business to Arcelik. These transactions are collectively referred to as the European major domestic appliance business which was classified as held for sale in the fourth quarter of 2022. Whirlpool will retain ownership of its EMEA KitchenAid small domestic appliance business. The transaction is expected to close in the second half of 2023 and includes Whirlpool’s nine production sites located in Italy, Poland, Slovakia, and the UK, as well as Arçelik’s two production information, see Note 17 to the Consolidated Financial facilities in Romania. For additional Statements. Principles of Consolidation The consolidated financial statements are prepared in conformity with GAAP, and include all majority-owned subsidiaries. All material intercompany transactions have been eliminated upon consolidation. We do not consolidate the financial statements of any company in which we have an ownership interest of 50% or less, unless that company is deemed to be a variable interest entity ("VIE") of which we are the primary beneficiary. VIEs are consolidated when the company is the primary beneficiary of these entities and has the ability to directly impact the activities of these entities. Our primary business purpose and involvement with VIEs is for product development and distribution. Risks and Uncertainties During 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. On June 27, 2022, our subsidiary Whirlpool EMEA SpA entered into a share purchase agreement with Arçelik A.Ş. (“Arcelik”) to sell our Russian business to Arcelik for contingent consideration. The sale of the Russian business was completed on August 31, 2022. For additional information, see Note 17 to the Consolidated Financial Statements. Furthermore, COVID-19 and subsequent macroeconomic volatility, including supply chain disruptions, continue to impact countries across the world, and the duration and severity of the effects are currently unknown. The pandemic has impacted the Company and could materially impact our financial results in the future. * Whirlpool ownership of the Hotpoint brand in the EMEA and Asia Pacific regions is not affiliated with the Hotpoint brand sold in the Americas. 63 TheConsolidatedFinancialStatementspresentedhereinreflectestimatesandassumptionsmadebymanagementatDecember31,2022andforthetwelvemonthsendedDecember31,2022.Theseestimatesandassumptionsaffect,amongotherthings,theCompany’sgoodwill,long-livedassetandindefinite-livedintangibleassetvaluation;inventoryvaluation;assessmentoftheannualeffectivetaxrate;valuationofdeferredincometaxesandincometaxcontingencies;andtheallowanceforexpectedcreditlossesandbaddebt.EventsandchangesincircumstancesarisingafterFebruary10,2023,includingthoseresultingfromtheimpactsofCOVID-19aswellastheongoingconflictinUkraineorothermacroeconomicfactors,willbereflectedinmanagement’sestimatesforfutureperiods.Goodwillandindefinite-livedintangibleassetsWecontinuetomonitorthesignificantglobaleconomicuncertaintytoassesstheoutlookfordemandforourproductsandtheimpactonourbusinessandouroverallfinancialperformance.OurMaytagandJennAirtrademarksareatriskatDecember31,2022.Thegoodwillinanyofourreportingunitsorotherindefinite-livedintangibleassetsarenotpresentlyatriskforfutureimpairment.Thepotentialimpactofdemanddisruptions,productionimpactsorsupplyconstraintsalongwithanumberofotherfactorscouldnegativelyeffectrevenuesfortheMaytagandJennAirtrademarks,butweremaincommittedtothestrategicactionsnecessarytorealizethelong-termforecastedrevenuesandprofitabilityofthesetrademarks.Alackofrecoveryorfurtherdeteriorationinmarketconditions,asustainedtrendofweakerthanexpectedfinancialperformanceforourMaytagandJennAirtrademarks,amongotherfactors,asaresultoftheCOVID-19pandemic,othermacroeconomicfactorsorotherunforeseeneventscouldresultinanimpairmentchargeinfutureperiodswhichcouldhaveamaterialadverseeffectonourfinancialstatements.IncometaxesUnderU.S.GAAP,theCompanycalculatesitsquarterlytaxprovisionbasedonanestimatedeffectivetaxratefortheyearandthenadjuststhisamountbycertaindiscreteitemseachquarter.Potentialchangingandvolatilemacro-economicconditionscouldcausefluctuationsinforecastedearningsbeforeincometaxes.Assuch,theCompany'seffectivetaxratecouldbesubjecttovolatilityasforecastedearningsbeforeincometaxesareimpactedbyeventswhichcannotbepredicted.Inaddition,potentialfutureeconomicdeteriorationbroughtonbythepandemic,ongoingconflictinUkraine,andrelatedsanctionsorotherfactors,suchaspotentialsalesofbusinessesandchangesintaxratesmaynegativelyimpacttherealizabilityand/orvaluationofcertaindeferredtaxassets.UseofEstimatesWearerequiredtomakeestimatesandassumptionsthataffecttheamountsreportedintheConsolidatedFinancialStatementsandaccompanyingNotes.Themostsignificantassumptionsareestimatesindeterminingthefairvalueofgoodwillandindefinite-livedintangibleassets,assetsheldforsale,legalcontingencies,incometaxesandpensionandotherpostretirementbenefits.Actualresultscoulddiffermateriallyfromthoseestimates.RevenueRecognitionRevenueisrecognizedwhenperformanceobligationsunderthetermsofacontractwithourcustomersaresatisfied,thesalespriceisdeterminable,andtheriskandrewardsofownershiparetransferred.Generallytheriskandrewardsofownershiparetransferredwiththetransferofcontrolofourproductsandservices.Forthemajorityofoursales,controlistransferredtothecustomerassoonasproductsareshipped.Foraportionofoursales,controlistransferredtothecustomeruponreceiptofproductsatthecustomer'slocation.Salesarenetofallowancesforproductreturns,whicharebasedonhistoricalreturnratesandcertainpromotions.SeeNote2totheConsolidatedFinancialStatementsforadditionalinformation.NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)64NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Sales Incentives The cost of sales incentives is accrued at the date at which revenue is recognized by Whirlpool as a reduction of revenue. If new incentives are added after the product has been shipped, then they are accrued at that time, also as a reduction of revenue. These accrued promotions are recognized based on the expected value amount of incentives that will be ultimately claimed by trade customers or consumers. The expected value is the sum of probability-weighted amounts in a range of possible consideration amounts. If the amount of incentives cannot be reasonably estimated, an accrued promotion liability is recognized for the maximum potential amount. See Note 2 to the Consolidated Financial Statements for additional information. Accounts Receivable and Allowance for Expected Credit Losses We carry accounts receivable at sales value less an allowance for expected credit losses. We estimate our expected credit losses primarily by using an aging methodology and establish customer-specific reserves for higher risk trade customers. Our expected credit losses are evaluated and controlled within each geographic region considering the unique credit risk specific to the country, marketplace and economic environment. We take into account a combination of specific customer circumstances, credit conditions, market conditions, reasonable and supportable forecasts of future economic conditions and the history of write-offs and collections in developing the reserve. We evaluate items on an individual basis when determining accounts receivable write-offs. In general, our policy is to not charge interest on trade receivables after the invoice becomes past due. A receivable is considered past due if payment has not been received within agreed upon invoice terms. Transfers and Servicing of Financial Assets In an effort to manage economic and geographic trade customer risk, from time to time, the Company will transfer, primarily without recourse, accounts receivable balances of certain customers to financial institutions resulting in a nominal impact recorded in interest and sundry (income) expense. These transactions are accounted for as sales of the receivables resulting in the receivables being de-recognized from the Consolidated Balance Sheets. These transfers do not require continuing involvement from the Company. Certain arrangements include servicing of transferred receivables by Whirlpool. The amount of cash proceeds received under these arrangements was $80 million for the twelve months ended December 31, 2022. The amount of cash proceeds received was immaterial for the twelve months ended December 31, 2021. Outstanding accounts receivable transferred under arrangements where the Company continues to service the transferred asset was $80 million as of December 31, 2022. These amounts were not material as of December 31, 2021, respectively. Freight and Warehousing Costs We classify freight and warehousing costs within cost of products sold in our Consolidated Statements of Income (Loss). Cash and Cash Equivalents All highly liquid debt instruments purchased with an initial maturity of three months or less are considered cash equivalents. Short-term investments are primarily comprised of money market funds and highly liquid, low risk investments with initial maturities less than 90 days. See Note 11 to the Consolidated Financial Statements for additional information. 65 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Fair Value Measurements We measure fair value based on an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, a three-tiered fair value hierarchy is established, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets that are observable, either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Certain investments are valued based on net asset value (NAV), which approximates fair value. Such basis is determined by referencing the respective fund's underlying assets. There are no unfunded commitments or other restrictions associated with these investments. We had Level 3 assets at December 31, 2022 and 2021 that included pension plan assets disclosed in Note 9 to the Consolidated Financial Statements. We had no Level 3 liabilities at December 31, 2022 and 2021, respectively. We measured fair value for money market funds, available for sale investments and held-to-maturity securities using quoted market prices in active markets for identical or comparable assets. We measured fair value for derivative contracts, all of which have counterparties with high credit ratings, based on model driven valuations using significant inputs derived from observable market data. We also measured fair value for disposal groups held for sale based on the expected proceeds received from the sale. For assets measured at net asset values, we have no unfunded commitments or significant restraints. 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. Inventories North America and EMEA reporting segments use the FIFO method of inventory valuation. Latin America and Asia inventories are stated at average cost. Costs include materials, labor and production overhead at normal production capacity. Costs do not exceed net realizable values. Property Property is stated at cost, net of accumulated depreciation. For production machinery and equipment, we record depreciation based on units produced, unless units produced drop below a minimum threshold at which point depreciation is recorded using the straight-line method. For certain acquired production assets, we depreciate costs based on the straight-line method. Property, plant and equipment with a net book value of $822 million associated with our European major domestic appliance business has been classified as assets held for sale in the fourth quarter of 2022. Property, plant and equipment with a net book value of $141 million associated with our Russian business has been removed as part of the deconsolidation of the Russian operations in the third quarter of 2022. For additional information, see Notes 11 and 17 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 17 to the Consolidated Financial Statements. Depreciation expense for property, including accelerated depreciation classified as restructuring expense in our Consolidated Statements of Income (Loss), was $440 million, $447 million and $506 million in 2022, 2021 and 2020, 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. 66 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) The following table summarizes our property at December 31, 2022 and 2021: Millions of dollars Land Buildings Machinery and equipment Accumulated depreciation Property plant and equipment, net 2022 2021 32 $ 862 6,016 (4,808) 2,102 $ 84 1,249 8,091 (6,619) 2,805 $ $ Estimated Useful Life n/a 10 to 50 years 3 to 20 years 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, 2022, we disposed of buildings, machinery and equipment with a net book value of $25 million, compared to $17 million in prior year. The net gain on the disposals is $54 million for the twelve months ended December 31, 2022 and was primarily driven by a sale-leaseback transaction. The net gain on the disposals was not material for the same period of 2021. 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. Excluding assets held for sale, there were no significant impairments recorded during 2022, 2021 and 2020, respectively. For additional information, see Notes 11 and 17 to the Consolidated Financial Statements. Leases We determine if an arrangement contains a lease at contract inception and determine the lease term by assuming the exercise of those renewal options that are reasonably assured. 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. We elect to not separate lease and non-lease components for all leases. 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 information used in determining the Company's incremental borrowing rate includes the duration of the lease, location of the lease, and the Company's credit risk relative to risk-free market rates. future lease payments. Relevant Certain leases also include options to purchase the underlying asset at fair market value. If leased assets have leasehold improvements, typically the depreciable life of those leasehold improvements are limited by the expected lease term. Additionally, certain lease agreements include lease payment adjustments for inflation. Goodwill and Other Intangibles We perform our annual impairment assessment for goodwill and indefinite-lived intangible assets as of October 1st and more frequently if indicators of impairment exist. We consider qualitative factors to assess if it is more likely than not that the fair value for goodwill or indefinite-lived intangible assets is below the carrying amount. We may also elect to bypass the qualitative assessment and perform a quantitative assessment. In conducting a qualitative assessment, the Company analyzes a variety of events or factors that may influence the fair value of the reporting unit or indefinite-lived intangible asset, including, but not limited to: macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, share price and other relevant factors. Goodwill 67 WehavefourreportingunitsforwhichweassessforimpairmentwhichalsorepresentouroperatingsegmentsandaredefinedasNorthAmerica;Europe,MiddleEastandAfrica;LatinAmericaandAsia.Thegoodwillinanyofourreportingunitsarenotpresentlyatriskforfutureimpairmentandaqualitativeannualimpairmentassessmentwasperformedin2022.Weevaluategoodwillusingaqualitativeassessmenttodeterminewhetheritismorelikelythannotthatthefairvalueofanyreportingunitislessthanitscarryingamount,includinggoodwill.Whenthequalitativeassessmentisnotutilizedandaquantitativetestisperformed,weestimateeachreportingunit'sfairvalueusingthebestinformationavailabletous,includingmarketinformationanddiscountedcashflowprojections,alsoreferredtoastheincomeapproach.Theincomeapproachusesthereportingunit'sprojectionsofestimatedoperatingresultsandcashflowsthatarediscountedusingamarketparticipantdiscountratebasedonaweighted-averagecostofcapital.Additionally,wevalidateourestimatesoffairvalueundertheincomeapproachbycomparingthevaluestofairvalueestimatesusingamarketapproach.Thegoodwillimpairmenttestcomparesareportingunit’sfairvaluetoitscarryingamount.Ifthefairvalueofthereportingunitexceedsitscarryingamount,noimpairmentlossismeasured.Ifthecarryingamountofareportingunitexceedsthereportingunit’sfairvalue,thenagoodwillimpairmentlossismeasuredattheamountbywhichareportingunit’scarryingamountexceedsitsfairvalue,nottoexceedthecarryingamountofgoodwill.Foradditionalinformation,seeNotes6and11totheConsolidatedFinancialStatements.IntangibleAssetsWeperformaquantitativeassessmentofotherindefinite-livedintangibleassets,whichareprimarilycomprisedoftrademarks.Weestimatethefairvalueoftheseintangibleassetsusingtherelief-from-royaltymethod,whichprimarilyrequiresassumptionsrelatedtoprojectedrevenuesfromourlong-rangeplan,assumedroyaltyratesthatcouldbepayableifwedidnotownthetrademark,andamarketparticipantdiscountratebasedonaweighted-averagecostofcapital.Otherdefinite-lifeintangibleassetsareamortizedovertheirusefullifeandareassessedforimpairmentwhenimpairmentindicatorsarepresent.Foradditionalinformation,seeNotes6and11totheConsolidatedFinancialStatements.SupplyChainFinancingArrangementsTheCompanyhasongoingagreementsgloballywithvariousthird-partiestoallowcertainsupplierstheopportunitytosellreceivablesduefromustoparticipatingfinancialinstitutionsatthesolediscretionofboththesuppliersandthefinancialinstitutions.Wehavenoeconomicinterestinthesaleofthesereceivablesandnodirectfinancialrelationshipwiththefinancialinstitutionsconcerningtheseservices.Ourobligationstosuppliers,includingamountsdueandscheduledpaymentterms,arenotimpacted.AlloutstandingbalancesundertheseprogramsarerecordedinaccountspayableonourConsolidatedBalanceSheets.AtDecember31,2022,approximately$1.1billionhavebeenissuedtoparticipatingfinancialinstitutionsofwhich$368millionofthebalanceissuedisrelatedtoourEuropeanmajordomesticappliancebusinesswhichhasbeenclassifiedasheldforsaleinthefourthquarterof2022.ForadditionalinformationseeNote17totheConsolidatedFinancialStatements.AtDecember31,2021,approximately$1.4billionhavebeenissuedtoparticipatingfinancialinstitutions.Adowngradeinourcreditratingorchangesinthefinancialmarketscouldlimitthefinancialinstitutions’willingnesstocommitfundsto,andparticipatein,theprograms.Wedonotbelievesuchriskwouldhaveamaterialimpactonourworkingcapitalorcashflows.DerivativeFinancialInstrumentsWeusederivativeinstrumentsdesignatedascashflow,fairvalueandnetinvestmenthedgestomanageourexposuretothevolatilityinmaterialcosts,foreigncurrencyandinterestratesoncertaindebtinstruments.Changesinthefairvalueofderivativeassetsorliabilities(i.e.,gainsorNOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)68NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) losses) are recognized depending upon the type of hedging relationship and whether a hedge has been designated. For those derivative instruments that qualify for hedge accounting, we designate the hedging instrument, based upon the exposure being hedged, as a cash flow hedge, fair value hedge, or a hedge of a net investment in a foreign operation. For a derivative instrument designated as a fair value hedge, the gain or loss on the derivative is recognized in earnings immediately with the offsetting gain or loss on the hedged item. For a derivative instrument designated as a cash flow hedge, the effective portion of the derivative's gain or loss is initially reported as a component of Other Comprehensive Income (Loss) and is subsequently recognized in earnings when the hedged exposure affects earnings. For a derivative instrument designated as a hedge of a net investment in a foreign operation, the effective portion of the derivative's gain or loss is reported in Other Comprehensive Income (Loss) as part of the cumulative translation adjustment. Changes in fair value of derivative instruments that do not qualify for hedge accounting are recognized immediately in current net earnings. See Note 10 to the Consolidated Financial Statements for additional information about hedges and derivative financial instruments. Foreign Currency Translation and Transactions Foreign currency denominated assets and liabilities are translated into United States dollars at exchange rates existing at the respective balance sheet dates. Translation adjustments resulting from fluctuations in exchange rates are recorded as a separate component of Accumulated Other Comprehensive Income (Loss). The results of operations of foreign subsidiaries are translated at the average exchange rates during the respective periods. Gains and losses resulting from foreign currency transactions are included in net earnings. Research and Development Costs Research and development costs are charged to expense and totaled $465 million, $485 million and $455 million in 2022, 2021 and 2020, respectively. Advertising Costs Advertising costs are charged to expense when the advertisement is first communicated and totaled $329 million, $345 million and $273 million in 2022, 2021 and 2020, respectively. Income Taxes and Indirect Tax Matters We account for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the financial statement and tax basis of assets and liabilities using enacted rates. The effect of a change in tax rates on deferred tax assets is recognized in income in the period of the enactment date. We recognize, primarily in other noncurrent liabilities, in the Consolidated Balance Sheets, the effects of uncertain income tax positions. Interest and penalties related to uncertain tax positions are reflected in income tax expense. We record liabilities, net of the amount, after determining it is more likely than not that the uncertain tax position will not be sustained upon examination based on its technical merits. We accrue for indirect tax contingencies when we determine that a loss is probable and the amount or range of loss is reasonably estimable. Provision is made for taxes on undistributed earnings of foreign subsidiaries and related companies to the extent that such earnings are not deemed to be permanently invested. See Note 15 to the Consolidated Financial Statements for additional information. 69 StockBasedCompensationStockbasedcompensationexpenseisbasedonthegrantdatefairvalueandisexpensedovertheperiodduringwhichanemployeeisrequiredtoprovideserviceinexchangefortheaward(generallythevestingperiod).TheCompany'sstockbasedcompensationincludesstockoptions,performancestockunits,andrestrictedstockunits,amongotherawardtypes.ThefairvalueofstockoptionsaredeterminedusingtheBlack-Scholesoption-pricingmodel,whichincorporatesassumptionsregardingtherisk-freeinterestrate,expectedvolatility,expectedoptionlife,expectedforfeituresanddividendyield.Expectedforfeituresarebasedonhistoricalexperience.Stockoptionsaregrantedwithanexercisepriceequaltotheclosingstockpriceonthedateofgrant.ThefairvalueofrestrictedstockunitsandperformancestockunitsisgenerallybasedontheclosingmarketpriceofWhirlpoolcommonstockonthegrantdate.Stockbasedcompensationisrecordedinselling,generalandadministrativeexpenseonourConsolidatedStatementsofIncome(Loss).SeeNote13totheConsolidatedFinancialStatementsforadditionalinformation.AcquisitionsWeincludetheresultsofoperationsofthebusinessesinwhichweacquireacontrollingfinancialinterestinourConsolidatedFinancialStatementsbeginningasoftheacquisitiondate.Ontheacquisitiondate,werecognize,separatefromgoodwill,theassetsacquired,includingseparatelyidentifiableintangibleassets,andtheliabilitiesassumedbasedonthepreliminarypurchasepriceallocation.Theexcessoftheconsiderationtransferredoverthefairvaluesassignedtothenetidentifiableassetsandliabilitiesoftheacquiredbusinessisrecognizedasgoodwill.Transactioncostsarerecognizedseparatelyfromtheacquisitionandareexpensedasincurred.Wemayadjustpreliminaryamountsrecognizedattheacquisitiondatetotheirsubsequentlydeterminedacquisition-datefairvaluesduringthemeasurementperiodwhichistwelvemonthsfromacquisitiondate.Foradditionalinformation,seeNote17totheConsolidatedFinancialStatements.EquityMethodInvestmentsWhirlpoolholdsanequityinterestof20%inWhirlpool(China)Co.,Ltd.(WhirlpoolChina),anentitywhichwaspreviouslycontrolledbytheCompany.WeaccountfortheremaininginterestunderequitymethodaccountingandWhirlpoolChinaanditssubsidiariescontinuetosupplytheCompanyinthenormalcourseofbusiness.WhirlpoolChinawasalsograntedalicensetosellWhirlpool-brandedproductsinChina.ThefollowingtablessummarizebalancesandtransactionswithWhirlpoolChinaanditssubsidiariesduringtheperiodspresented.MillionsofdollarsDecember31,2022December31,2021OthernoncurrentassetsCarryingvalueofequityinterest$201$206AccountspayableOutstandingamountsdue$75$137TwelveMonthsEndedDecember31,Millionsofdollars20222021PurchasesfromWhirlpoolChina$376$290ThelicensingrevenueandoutstandingaccountsreceivablefromWhirlpoolChinaanditssubsidiariesarenotmaterialfortheperiodspresented.TheCompany’sshareoftheresultsofequitymethodinvestmentsandeliminationofintra-entityresultsareincludedintheEquitymethodinvestmentincome(loss),netoftaxintheConsolidatedStatementsofIncome(Loss)andOthernoncurrentassetsintheConsolidatedBalanceSheet.NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)70Themarketvalueofour20%investmentinWhirlpoolChina,basedonthequotedmarketprice,is$151millionasofDecember31,2022.Managementhasconcludedthattherearenoindicatorsforanother-than-temporaryimpairment.Foradditionalinformation,seeNote17totheConsolidatedFinancialStatements.RelatedPartyTransactionIn2018,WhirlpoolofIndiaLimited("WhirlpoolIndia"),amajority-ownedsubsidiaryofWhirlpoolCorporation,acquireda49%equityinterestinElicaPBIndiafor$22million.OnSeptember27,2021,WhirlpoolIndiaenteredintoasharepurchaseagreementtoacquireanadditional38%equityinterestinElicaPBIndiafor$57million,whichresultedinacontrollingequityownershipof87%.FollowingtheclosingofthetransactiononSeptember29,2021,ElicaPBIndiaisconsolidatedinWhirlpoolCorporation'sfinancialstatementsandisreportedwithinourAsiareportablesegment.Thetransactionresultedinagainofapproximately$42millionontheCompany’spreviouslyheldequityinterest.ThisgainwasrecordedwithinInterestandsundry(income)expenseduringthethirdquarterof2021.Goodwillof$100million,whichisnotdeductiblefortaxpurposes,arosefromthistransactionandisallocatedtotheAsiareportablesegment.Theallocationhasbeenmadeonthebasisthattheanticipatedsynergiesidentifiedwillprimarilybenefitthisreportablesegment.ElicaPBIndiaisaVIEforwhichtheCompanyistheprimarybeneficiary.Thecarryingamountofcustomerrelationships,whichareincludedinOtherintangibleassets,netofaccumulatedamortization,amountsto$31millionasofDecember31,2022.OtherassetsorliabilitiesofElicaPBIndiaarenotmaterialtotheConsolidatedFinancialStatementsoftheCompany.BothWhirlpoolIndiaandthenon-controllinginterestshareholdersretainanoptionforWhirlpoolIndiatopurchasetheremainingequityinterestinElicaPBIndiaforfairvalue,whichcouldbematerialtothefinancialstatementsoftheCompany,dependingontheperformanceofthebusiness.AdoptionofNewAccountingStandardsWeadoptedthefollowingstandardsfortheyearendedDecember31,2022whichdidnothaveamaterialimpactonourConsolidatedFinancialStatements:StandardEffectiveDate2020-04ReferenceRateReform(Topic848)-FacilitationoftheEffectsofReferenceRateReformonFinancialReportingMarch12,2020toDecember31,20222021-01ReferenceRateReform(Topic848)-ScopeJanuary7,2021toDecember31,20222021-10GovernmentAssistance(Topic832)-DisclosuresbyBusinessEntitiesaboutGovernmentAssistanceJanuary1,20222022-06ReferenceRateReform(Topic848)-DeferraloftheSunsetDateofTopic848December21,2022toDecember31,2024AllotherissuedandnotyeteffectiveaccountingstandardsarenotrelevanttotheCompany.(2)REVENUERECOGNITIONRevenuefromContractswithCustomersInaccordancewithTopic606,revenueisrecognizedwhenperformanceobligationsunderthetermsofacontractwithourcustomeraresatisfied;generallythisoccurswiththetransferofcontrolofourproductsorservices.Revenueismeasuredastheamountofconsiderationweexpecttoreceiveinexchangefortransferringproductsorprovidingservices.Certaincustomersmayreceivecashand/ornon-cashincentives,whichareaccountedforasvariableconsideration.Toachievethecoreprinciple,theCompanyappliesthefollowingfivesteps:NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)711.IdentifythecontractwithacustomerAcontractwithacustomerexistswhen(i)theCompanyentersintoanagreementwithacustomerthatdefineseachparty'srightsregardingtheproductsorservicestobetransferredandidentifiesthepaymenttermsrelatedtotheseproductsorservices,(ii)bothpartiestothecontractarecommittedtoperformtheirrespectiveobligations,(iii)thecontracthascommercialsubstance,and(iv)theCompanydeterminesthatcollectionofsubstantiallyallconsiderationforproductsorservicesthataretransferredisprobablebasedonthecustomer'sintentandabilitytopaythepromisedconsideration.TheCompanyappliesjudgmentindeterminingthecustomer'sabilityandintentiontopay,whichisbasedonavarietyoffactorsincludingthecustomer'spaymenthistoryor,inthecaseofanewcustomer,publishedcreditandfinancialinformationpertainingtothecustomer.2.IdentifytheperformanceobligationsinthecontractPerformanceobligationspromisedinacontractareidentifiedbasedontheproductsorservicesthatwillbetransferredtothecustomerthatarebothcapableofbeingdistinct,wherebythecustomercanbenefitfromtheproductorserviceeitheronitsownortogetherwithotherresourcesthatarereadilyavailablefromthirdpartiesorfromtheCompany,andaredistinctinthecontextofthecontract,wherebythetransferoftheproductsorservicesisseparatelyidentifiablefromotherpromisesinthecontract.Totheextentacontractincludesmultiplepromisedproductsorservices,theCompanymustapplyjudgmenttodeterminewhetherpromisedproductsorservicesarecapableofbeingdistinctanddistinctinthecontextofthecontract.Ifthesecriteriaarenotmet,thepromisedproductsorservicesareaccountedforasacombinedperformanceobligation.TheCompanyhaselectedtoaccountforshippingandhandlingactivitiesasafulfillmentcostaspermittedbythestandard.3.DeterminethetransactionpriceThetransactionpriceisdeterminedbasedontheconsiderationtowhichtheCompanywillbeentitledinexchangefortransferringproductsorservicestothecustomer.Totheextentthetransactionpriceisvariable,revenueisrecognizedatanamountequaltotheconsiderationtowhichtheCompanyexpectstobeentitled.Thisestimateincludescustomersalesincentiveswhichareaccountedforasareductiontorevenueandestimatedprimarilyusingtheexpectedvaluemethod.Determiningthetransactionpricerequiressignificantjudgment,whichisdiscussedbyrevenuecategoryinfurtherdetailbelow.Inpractice,wedonotofferextendedpaymenttermsbeyondoneyeartocustomers.Assuch,wedonotadjustourconsiderationforfinancingarrangements.4.AllocatethetransactionpricetoperformanceobligationsinthecontractIfthecontractcontainsasingleperformanceobligation,theentiretransactionpriceisallocatedtothesingleperformanceobligation.Contractsthatcontainmultipleperformanceobligationsrequireanallocationofthetransactionpricetoeachperformanceobligationbasedonarelativestandalonesellingpricebasisunlessaportionofthevariableconsiderationrelatedtothecontractisallocatedentirelytoaperformanceobligation.TheCompanydeterminesstandalonesellingpricebasedonthepriceatwhichtheperformanceobligationissoldseparately.5.RecognizerevenuewhenorastheCompanysatisfiesaperformanceobligationTheCompanygenerallysatisfiesperformanceobligationsatapointintime.Revenueisrecognizedbasedonthetransactionpriceatthetimetherelatedperformanceobligationissatisfiedbytransferringapromisedproductorservicetoacustomer.Theimpacttorevenuerelatedtopriorperiodperformanceobligationsislessthan1%ofglobalconsolidatedrevenuesforthetwelvemonthsendedDecember31,2022,2021and2020,respectively.DisaggregationofRevenueThefollowingtablepresentsourdisaggregatedrevenuesbyrevenuesource.Wesellproductswithinallmajorproductcategoriesineachoperatingsegment.ForadditionalinformationontheNOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)72disaggregatedrevenuesbygeographicalregions,seeNote16totheConsolidatedFinancialStatements.TwelveMonthsEndedMillionsofdollars202220212020Majorproductcategories:Laundry$5,133$6,122$5,675Refrigeration6,2486,6776,058Cooking5,0565,6394,782Dishwashing1,8221,8901,605Totalmajorproductcategorynetsales$18,259$20,327$18,120Sparepartsandwarranties9231,187913Other542470423Totalnetsales$19,724$21,985$19,456MajorProductCategorySalesWhirlpoolCorporationmanufacturesandmarketsafulllineofhomeappliancesandrelatedproductsandservices.Ourmajorproductcategoriesincludethefollowing:refrigeration,laundry,cooking,anddishwashing.Therefrigerationproductcategoryincludesrefrigerators,freezers,icemakersandrefrigeratorwaterfilters.Thelaundryproductcategoryincludeslaundryappliances,commerciallaundryproductsandrelatedlaundryaccessories.Thecookingcategoryincludescookingappliancesandothersmalldomesticappliances.Thedishwashingproductcategoryincludesdishwasherappliancesandrelatedaccessories.Forproductsales,wetransfercontrolandrecognizeasalewhenweshiptheproductfromourmanufacturingfacilitytoourcustomerorwhenthecustomerreceivestheproductbaseduponagreedshippingterms.Eachunitsoldisconsideredanindependent,unbundledperformanceobligation.Wedonothaveanyadditionalperformanceobligationsotherthanproductsalesthatarematerialinthecontextofthecontract.Theamountofconsiderationwereceiveandrevenuewerecognizevariesduetosalesincentivesandreturnsweoffertoourcustomers.Whenwegiveourcustomerstherighttoreturneligibleproducts,wereducerevenueforourestimateoftheexpectedreturnswhichisprimarilybasedonananalysisofhistoricalexperience.SpareParts&WarrantiesSparepartsareprimarilysoldtopartsdistributorsandretailers,withasmallnumberofsalestoendconsumers.Forsparepartsales,wetransfercontrolandrecognizeasalewhenweshiptheproducttoourcustomerorwhenthecustomerreceivesproductbaseduponagreedshippingterms.Eachunitsoldisconsideredanindependent,unbundledperformanceobligation.Wedonothaveanyadditionalperformanceobligationsotherthansparepartsalesthatarematerialinthecontextofthecontract.Theamountofconsiderationwereceiveandrevenuewerecognizevariesduetosalesincentivesandreturnsweoffertoourcustomers.Whenwegiveourcustomerstherighttoreturneligibleproducts,wereducerevenueforourestimateoftheexpectedreturnswhichisprimarilybasedonananalysisofhistoricalexperience.Warrantiesareclassifiedaseitherassurancetypeorservicetypewarranties.Awarrantyisconsideredanassurancetypewarrantyifitprovidestheconsumerwithassurancethattheproductwillfunctionasintended.Awarrantythatgoesaboveandbeyondensuringbasicfunctionalityisconsideredaservicetypewarranty.TheCompanyofferscertainlimitedwarrantiesthatareassurancetypewarrantiesandextendedservicearrangementsthatareservicetypewarranties.Assurancetypewarrantiesarenotaccountedforasseparateperformanceobligationsundertherevenuemodel.Ifaservicetypewarrantyissoldwithaproductorseparately,revenueisrecognizedoverthelifeofthewarranty.TheCompanyevaluateswarrantyofferingsincomparisontoindustrystandardsandmarketexpectationstodetermineappropriatewarrantyclassification.Industrystandardsandmarketexpectationsaredeterminedbyjurisdictionallaws,competitorofferingsandcustomerexpectations.Marketexpectationsandindustrystandardscanvarybasedonproducttypeandgeography.TheCompanyprimarilyoffersassurancetypewarranties.NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)73Whirlpoolsellscertainextendedservicearrangementsseparatelyfromthesaleofproducts.WhirlpoolactsasasalesagentundersomeofthesearrangementswherebytheCompanyreceivesafeethatisrecognizedasrevenueuponthesaleoftheextendedservicearrangement.TheCompanyisalsotheprincipalforcertainextendedservicearrangements.Revenuerelatedtothesearrangementsisrecognizedratablyoverthecontractterm.OtherRevenueOtherrevenuesourcesincludeprimarilytherevenuesfromthenewlyacquiredInSinkEratorbusiness,subscriptionarrangementsandlicensesasdescribedbelow.InSinkEratorrevenuesconsistprimarilyoffoodwastedisposersandinstanthotwaterdispensers.Wetransfercontrolandrecognizeasalewhenweshiptheproductfromourmanufacturingfacilitytoourcustomerorwhenthecustomerreceivestheproductbaseduponagreedshippingterms,inasimilarmannerasourmajorproductcategorysales.TheCompanyhasawatersubscriptionbusinessinourLatinAmericasegmentwhichprovidestheconsumerwithawaterfiltrationsystemthatisdeliveredtotheconsumer'shome.Ourwatersubscriptioncontractsrepresentaperformanceobligationthatissatisfiedovertimeandrevenueisrecognizedastheperformanceobligationiscompleted.Theinstallationandmaintenanceofthewaterfiltrationsystemarenotdistinctservicesinthecontextofthecontract(i.e.thecustomerviewsallactivitiesassociatedwiththearrangementasonesingularvalueproposition).Thecontracttermisgenerallylessthanoneyearforthesearrangementsandrevenueisrecognizedbasedonthemonthlyinvoicedamountwhichdirectlycorrespondstothevalueofourperformancecompletedtodate.Welicenseourbrandsinarrangementsthatdonotincludeotherperformanceobligations.WhirlpoollicensingprovidesarightofaccesstotheCompany'sintellectualpropertythroughoutthelicenseperiod.Whirlpoolrecognizeslicensingrevenueoverthelifeofthelicensecontractastheunderlyingsaleorusageoccurs.Asaresult,werecognizerevenueforthesecontractsattheamountwhichdirectlycorrespondstothevalueprovidedtothecustomer.CoststoObtainorFulfillaContractWedonotcapitalizecoststoobtainacontractbecauseanominalnumberofcontractshavetermsthatextendbeyondoneyear.TheCompanydoesnothaveasignificantamountofcapitalizedcostsrelatedtofulfillment.SalesTaxandIndirectTaxesTheCompanyissubjecttocertainindirecttaxesincertainjurisdictionsincludingbutnotlimitedtosalestax,valueaddedtax,excisetaxandothertaxeswecollectconcurrentwithrevenue-producingactivitiesthatareexcludedfromthetransactionprice,andtherefore,excludedfromrevenue.AllowanceforExpectedCreditLossesandBadDebtExpenseWeestimateourexpectedcreditlossesprimarilybyusinganagingmethodologyandestablishcustomer-specificreservesforhigherrisktradecustomers.Ourexpectedcreditlossesareevaluatedandcontrolledwithineachgeographicregionconsideringtheuniquecreditriskspecifictothecountry,marketplaceandeconomicenvironment.Wetakeintoaccountpastevents,currentconditionsandreasonableandsupportableforecastsindevelopingthereserve.NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)74ThefollowingtablesummarizesourallowancefordoubtfulaccountsbyoperatingsegmentforthetwelvemonthsendedDecember31,2022.MillionsofdollarsDecember31,2021ChargedtoEarningsWrite-offsForeignCurrencyOther(1)December31,2022AccountsreceivableallowanceNorthAmerica$7$(1)$—$—$—$6EMEA455(1)—(47)2LatinAmerica432(8)1—38Asia31—(1)—3$98$7$(9)$—$(47)$49FinancingreceivableallowanceLatinAmerica$25$—$—$2$—$27$25$—$—$2$—$27Consolidated$123$7$(9)$2$(47)$76(1)AccountsreceivableallowanceofourRussianoperationshasbeenremovedaspartofthedeconsolidationoftheRussianoperationsinthethirdquarterof2022.Additionally,accountsreceivableallowanceofourEuropeanmajordomesticappliancebusinesshasbeentransferredtoassetsheldforsaleinthefourthquarterof2022.Foradditionalinformation,seeNote17totheConsolidatedFinancialStatements.WerecordedanimmaterialamountofbaddebtexpensefortheyearsendedDecember31,2022,2021and2020,respectively.NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)75(3)LEASESLeasesWeleasecertainmanufacturingfacilities,warehouses/distributioncenters,officespace,land,vehicles,andequipment.Atleaseinception,wedeterminetheleasetermbyassumingtheexerciseofthoserenewaloptionsthatarereasonablyassured.Leaseswithaninitialtermof12monthsorlessarenotrecordedintheConsolidatedBalanceSheetsandwerecognizeleaseexpensefortheseleasesonastraight-linebasisovertheleaseterm.TheCompanyhadoperatingleasecostsofapproximately$218million,$234millionand$236millionfortheyearsendedDecember31,2022,2021and2020,respectively.Non-cancellableoperatingleasecommitmentsthathadnotyetcommencedwere$69millionand$69millionfortheperiodsendedDecember31,2022andDecember31,2021,respectively.Theseoperatingleasesareexpectedtocommencebeforetheendoffiscalyear2023withleasetermsofupto10years.AtDecember31,2022and2021,wehavenomaterialleasesclassifiedasfinancingleases.Wehaveapproximately$889millionofnon-cancellableoperatingleasecommitments,excludingvariableconsiderationatDecember31,2022and$1.1billionatDecember31,2021.Theundiscountedannualfutureminimumleasepaymentsaresummarizedbyyearinthetablebelowanditexcludesleasepaymentsbeyond2023relatedtoourEuropeanmajordomesticappliancebusinessclassifiedasheldforsale.MaturityofLeaseLiabilitiesOperatingLeases(inmillions)2023$20120241392025107202698202784Thereafter260Totalleasepayments$889Less:interest137Presentvalueofleaseliabilities752Thelong-termportionoftheleaseliabilitiesincludedintheamountsaboveis$584millionasofDecember31,2022.TheremainderofourleaseliabilitiesareincludedinothercurrentliabilitiesintheConsolidatedBalanceSheets.AtDecember31,2022andDecember31,2021,theweightedaverageremainingleasetermandweightedaveragediscountrateforoperatingleaseswas7yearsand5%,respectively.DuringtheyearendedDecember31,2022thecashpaidforamountsincludedinthemeasurementoftheliabilitiesandtheoperatingcashflowswas$219million.Therightofuseassetsobtainedinexchangefornewliabilitieswas$79millionfortheyearendedDecember31,2022.DuringtheyearendedDecember31,2021thecashpaidforamountsincludedinthemeasurementoftheliabilitiesandtheoperatingcashflowswas$233million.Therightofuseassetsobtainedinexchangefornewliabilitieswas$179millionpartiallyoffsetby$40millioninterminationsfortheyearendedDecember31,2021.AstheCompany'sleaseagreementsnormallydonotprovideanimplicitinterestrate,weapplytheCompany'sincrementalborrowingratebasedontheinformationavailableatcommencementdateindeterminingthepresentvalueoffutureleasepayments.RelevantinformationusedindeterminingtheCompany'sincrementalborrowingrateincludesthedurationofthelease,locationofthelease,andtheCompany'screditriskrelativetorisk-freemarketrates.NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)76Manyofourleasesincluderenewaloptionsthatcanextendtheleaseterm.Theexecutionofthoserenewaloptionsisatoursolediscretionandreflectedintheleasetermwhentheyarereasonablycertaintobeexercised.Certainleasesalsoincludeoptionstopurchasetheunderlyingassetatfairmarketvalue.Ifleasedassetshaveleaseholdimprovements,typicallythedepreciablelifeofthoseleaseholdimprovementsarelimitedbytheexpectedleaseterm.Additionally,certainleaseagreementsincludeleasepaymentadjustmentsforinflation.Ourleaseagreementsdonotcontainanymaterialresidualvalueguaranteesormaterialrestrictivecovenants,exceptforsyntheticleases(seeSyntheticleasearrangements).Werentorsubleasecertainrealestatetothirdparties.Oursubleaseportfolioprimarilyconsistsofoperatingleaseswithinourwarehouses,resultinginanominalamountofsubleaseincomefortheyearsendedDecember31,2022,2021and2020,respectively.Sale-leasebacktransactionsInthefirstquarterof2022,theCompanysoldandleasedbackagroupofnon-corepropertiesfornetproceedsofapproximately$52million.Theinitialtotalannualrentforthepropertiesisapproximately$2millionperyearoveraninitial15yearleasetermandissubjecttoannualrentincreases.Underthetermsoftheleaseagreement,theCompanyisresponsibleforalltaxes,insuranceandutilitiesandisrequiredtoadequatelymaintainthepropertiesfortheleaseterm.TheCompanyhastwosequential5-yearrenewaloptions.Thetransactionmettherequirementsforsale-leasebackaccounting.Accordingly,theCompanyrecordedthesaleoftheproperties,whichresultedinagainofapproximately$44million($36million,netoftax)recordedinselling,generalandadministrativeexpenseintheConsolidatedStatementsofComprehensiveIncome(Loss)forthetwelvemonthsendedDecember31,2022.Therelatedlandandbuildingswereremovedfromproperty,plantandequipment,netandtheappropriateright-of-useassetandleaseliabilitiesofapproximately$32millionwererecordedintheConsolidatedBalanceSheetsatthetimeofthetransactioninthefirstquarterof2022.Therewerenomaterialsale-leasebacktransactionsin2021.Inthefourthquarterof2020,theCompanysoldandleasedbackagroupofnon-corepropertiesfornetproceedsofapproximately$139million.Theinitialtotalannualrentforthepropertiesisapproximately$10millionperyearoveraninitial14yearleasetermandissubjecttoannualrentincreases.Underthetermsoftheleaseagreement,theCompanyisresponsibleforalltaxes,insuranceandutilitiesandisrequiredtoadequatelymaintainthepropertiesfortheleaseterm.TheCompanyhasfoursequentialfive-yearrenewaloptions.Thetransactionmettherequirementsforsale-leasebackaccounting.Accordingly,theCompanyrecordedthesaleoftheproperties,whichresultedinagainofapproximately$113million($89million,netoftax)recordedincostofproductssold($74million)andselling,generalandadministrativeexpense($39million)intheConsolidatedStatementsofIncome(Loss)forthetwelvemonthsendedDecember31,2020.Therelatedlandandbuildingswereremovedfromproperty,plantandequipment,netandtheappropriateright-of-useassetandleaseliabilitiesofapproximately$128millionwererecordedintheConsolidatedBalanceSheetsatthetimeofthetransactioninthefourthquarterof2020.SyntheticleasearrangementsWehaveanumberofsyntheticleasearrangementswithfinancialinstitutionsfornon-coreproperties.Theleasescontainprovisionsforoptionstopurchase,extendtheoriginaltermforadditionalperiodsorreturntheproperty.AsofDecember31,2022,thesearrangementsincluderesidualvalueguaranteesofuptoapproximately$334millionthatcouldpotentiallycomedueinfutureperiods.Wedonotbelieveitisprobablethatanymaterialamountswillbeowedundertheseguarantees.Therefore,nomaterialamountsrelatedtotheresidualvalueguaranteesareincludedinNOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)77NOTES 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 $264 million as of December 31, 2021. The majority of these leases are classified as operating leases. We have assessed the reasonable certainty of these provisions to determine the appropriate lease term. The leases were measured using our incremental borrowing rate and are included in our right of use assets and lease liabilities in the Consolidated Balance Sheets. Rental payments are calculated at the applicable reference rate plus a margin. The impact to the Consolidated Balance Sheets and Consolidated Statements of Income (Loss) is nominal. (4) CASH, CASH EQUIVALENTS AND RESTRICTED CASH The following table provides a reconciliation of cash, cash equivalents and restricted cash as reported within our Consolidated Statements of Cash Flows: Millions of dollars Cash and cash equivalents as presented in our Consolidated Balance Sheets Restricted cash included in prepaid and other current assets Cash, cash equivalents and restricted cash as presented in our Consolidated Statements of Cash Flows (5) INVENTORIES December 31, 2022 2021 2020 $ 1,958 $ 3,044 $ 2,924 10 — — $ 1,958 $ 3,044 $ 2,934 The following table summarizes our inventories at December 31, 2022 and 2021: Millions of dollars Finished products Raw materials and work in process Total inventories (1) 2022 2021 $ $ 1,580 $ 509 2,089 $ 1,958 759 2,717 (1) $650 million of inventories of the European major appliance business has been classified as assets held for sale. For additional information, see Note 17 to the Consolidated Financial Statements. 78 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) (6) GOODWILL AND OTHER INTANGIBLES Goodwill The following table summarizes goodwill attributable to our reporting units for the periods presented: Millions of dollars Ending balance December 31, 2020 Currency translation adjustment Divestitures and acquisitions (1) Ending balance December 31, 2021 Currency translation adjustment Divestitures and acquisitions (2) Impairment (3) Ending balance December 31, 2022 (1) North America $ 1,695 $ 329 $ EMEA Latin America — (22) $ — $ (11) $ — $ Asia Total Whirlpool 34 $ 438 $ 2,496 (20) 3 (1) 9 20 $ $ 1,695 $ 296 $ 33 $ 461 $ 2,485 (3) 1,137 (18) — — — (9) — $ — $ (278) $ — $ — $ (30) 1,137 (278) $ 2,829 $ — $ 33 $ 452 $ 3,314 The net change in goodwill in 2021 is due to the divestiture of Turkey manufacturing entity, deconsolidation of Whirlpool China and consolidation of Elica PB India. For additional information, see Notes 1 and 17 to the Consolidated Financial Statements. Increase in goodwill is related to the purchase of InSinkErator business. For additional information, see Note 17 to the Consolidated Financial Statements. Full impairment of EMEA goodwill recorded in the second quarter of 2022. For additional information, See Note 11 to the Consolidated Financial Statements. (2) (3) Interim impairment assessment 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 11 to the Consolidated Financial Statements. Annual impairment assessment We completed our annual test for goodwill as of October 1, 2022. The Company performed a qualitative assessment for all our reporting units and determined no impairment was indicated, other than the amounts recorded during the second quarter of 2022. 79 FortheannualimpairmenttestforgoodwillasofOctober1,2021,theCompanyelectedtobypassthequalitativeassessmentandperformaquantitativeassessmenttoevaluategoodwillforallourreportingunits.Basedonthequantitativeassessmentwedeterminedtherewasnoimpairmentofgoodwill.OtherIntangibleAssetsThefollowingtablesummarizesotherintangibleassetsfortheperiodpresented:December31,2022December31,2021MillionsofdollarsGrossCarryingAmountAccumulatedAmortizationNetGrossCarryingAmountAccumulatedAmortizationNetOtherintangibleassets,finitelives:Customerrelationships(1)$668$(287)$381$443$(334)$109Patentsandother(2)116(113)3191(188)3Totalotherintangibleassets,finitelives$784$(400)$384$634$(522)$112Trademarks,indefinitelives(3)(4)(5)2,780—2,7801,869—1,869Totalotherintangibleassets$3,564$(400)$3,164$2,503$(522)$1,981(1)Customerrelationshipshaveanestimatedusefullifeof5to19years.Includes$327millionofcustomerrelationships,netofaccumulatedamortization,acquiredaspartofInSinkEratoracquisition.(2)Patentsandotherintangibleshaveanestimatedusefullifeof3to43years.(3)Impairmentlossof$70millionand$36millionwasrecordedforIndesitandHotpoint*trademarks,respectively,inthesecondquarterof2022.Inthefourthquarterof2022,theremainingcarryingvalueof$225millionforthesetrademarkswasclassifiedasheldforsale.(4)Trademarksvaluedat$1.3billionwereacquiredaspartoftheInSinkEratoracquisition.Foradditionalinformation,seeNotes11and17totheConsolidatedFinancialStatements.(5)IncludesMaytagandJennAirtrademarkswithcarryingvaluesof$1,021millionand$304million,respectively.InterimimpairmentassessmentSimilarlytothereviewofEMEAreportingunit,andinconnectionwiththepreparationofourConsolidatedCondensedFinancialStatementsforthreemonthsendedJune30,2022,weidentifiedindicatorsofimpairmentassociatedwithotherintangibleassetsinourEMEAreportingunit,whichrequiredustocompleteaninterimimpairmentassessment.TheprimaryindicatorsofimpairmentwerethesameasthoseidentifiedforEMEAreportingunitandresultedintheactualrevenuesforthethree-monthsendedJune30,2022beingsignificantlylowerthanforecastedforIndesitandHotpoint*trademarks.Inperformingourquantitativeassessmentofotherintangibleassets,primarilytrademarks,weestimatethefairvalueusingtherelief-from-royaltymethodwhichrequiresassumptionsrelatedtoprojectedrevenuesfromourlong-rangeplans;assumedroyaltyratesthatcouldbepayableifwedidnotownthetrademark;andadiscountrateusingamarket-basedweighted-averagecostofcapital.BasedonourinterimquantitativeimpairmentassessmentasofJune30,2022,thecarryingvalueofcertainotherintangibleassets,includingIndesitandHotpoint*,exceededtheirfairvalue,andwerecordedanimpairmentchargeof$106millionduringthesecondquarterof2022.SeeNote11totheConsolidatedFinancialStatementsforadditionalinformation.Theestimatesoffuturecashflowsusedindeterminingthefairvalueofgoodwillandintangibleassetsinvolvesignificantmanagementjudgmentandarebaseduponassumptionsaboutexpectedfutureoperatingperformance,economicconditions,marketconditionsandcostofcapital.Inherentinestimatingthefuturecashflowsareuncertaintiesbeyondourcontrol,suchaschangesincapitalmarkets.Theactualcashflowscoulddiffermateriallyfrommanagement'sestimatesduetochangesinbusinessconditions,operatingperformanceandeconomicconditions.*WhirlpoolownershipoftheHotpointbrandintheEMEAandAsiaPacificregionsisnotaffiliatedwiththeHotpointbrandsoldintheAmericas.NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)80AnnualimpairmentassessmentWecompletedourannualimpairmentassessmentforotherintangibleassetsasofOctober1,2022.TheCompanyelectedtobypassthequalitativeassessmentandperformaquantitativeassessmenttoevaluatecertainindefinite-lifeintangibleassets.Basedontheresultsofthequantitativeannualassessment,wedeterminedtherewasnofurtherimpairmentofthecarryingvaluesofintangibleassets,otherthantheamountsrecordedduringthesecondquarterof2022.Inthefourthquarterof2022,andinconnectionwiththeclassificationofourEuropeanmajordomesticappliancebusinesstoheldforsale,werecordedalossof$1,521millionforthewrite-downofthedisposalgrouptoitsestimatedfairvalueof$139million.ThelossfromthetransactionincludestheremainingcarryingvaluesofHotpoint*andIndesittrademarksfor$92millionand$133million,respectively,andwrite-downofotherintangibleassetsof$54million.SeeNote11and17totheConsolidatedFinancialStatementsforadditionalinformation.WecompletedourannualimpairmentassessmentforotherintangibleassetsasofOctober1,2021.TheCompanyelectedtobypassthequalitativeassessmentandperformaquantitativeassessmenttoevaluatecertainindefinite-livedintangibleassets.Basedontheresultsofthequantitativeassessment,wedeterminedtherewasnoimpairmentofintangibleassets.SeeNote11totheConsolidatedFinancialStatementsforadditionalinformation.Amortizationexpensewas$35million,$47millionand$62millionfortheyearsendedDecember31,2022,2021and2020,respectively.Thefollowingtablesummarizesourfutureestimatedamortizationexpensebyyear.AmortizationexpenserelatedtointangibleassetstransferredtoheldforsaleofourEuropeanmajorappliancebusinessareexcludedbeyond2023.Millionsofdollars202343202427202524202624202724*WhirlpoolownershipoftheHotpointbrandintheEMEAandAsiaPacificregionsisnotaffiliatedwiththeHotpointbrandsoldintheAmericas.NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)81NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) (7) FINANCING ARRANGEMENTS Long-Term Debt The following table summarizes our long-term debt at December 31, 2022 and 2021: Millions of dollars Senior Note - 4.70%, maturing 2022 Senior Note - 3.70%, maturing 2023 Senior Note - 4.00%, maturing 2024 Term Loan - SOFR + 85bps, maturing 2024 Term Loan - SOFR +110bps, maturing 2025 Senior Note - 3.70%, maturing 2025 Senior Note - 1.25%, maturing 2026(1) Senior Note - 1.10%, maturing 2027(1) Senior Note - 0.50%, maturing 2028(1) Senior Note - 4.75%, maturing 2029 Senior Note - 2.40%, maturing 2031 Senior Note - 4.70%, maturing 2032 Senior Note - 5.15%, maturing 2043 Senior Note - 4.50%, maturing 2046 Senior Note - 4.60%, maturing 2050 Other, net Less current maturities Total long-term debt (1) Euro denominated debt reflects impact of currency 2022 2021 $ $ $ — $ 250 300 1,000 1,500 350 532 638 533 695 300 297 249 497 493 (23) 7,611 $ 248 7,363 $ 300 250 300 — — 350 566 679 566 694 300 — 249 497 493 (17) 5,227 298 4,929 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, 2022: Millions of dollars 2023 2024 2025 2026 2027 Thereafter Long-term debt, including current maturities 248 1,297 1,847 529 636 3,054 7,611 82 TermLoanAgreementOnSeptember23,2022,theCompanyenteredintoaTermLoanAgreementbyandamongtheCompany,SumitomoMitsuiBankingCorporation(“SMBC”),asAdministrativeAgentandSyndicationAgentandaslender,andcertainotherfinancialinstitutionsaslenders.SMBC,BNPParibas,INGBankN.V.,DublinBranch,MizuhoBank,Ltd.,andSocieteGeneraleactedasJointLeadArrangersandSyndicationAgents;TheBankofNovaScotiaandBankofChina,ChicagoBranchactedasDocumentationAgents;andSMBCactedasSoleBookrunnerfortheTermLoanAgreement.TheTermLoanAgreementprovidesforanaggregatelendercommitmentof$2.5billion.TheCompanyutilizedproceedsfromthetermloanfacilityonadelayeddrawbasistofundamajorityofthe$3.0billionpurchasepriceconsiderationfortheCompany’sacquisitionfromEmersonCorporation(“Emerson”)ofEmerson’sInSinkEratorbusiness,assetforthintheAssetandStockPurchaseAgreementbetweenWhirlpoolandEmersondatedasofAugust7,2022(the“AcquisitionAgreement”).Thetermloanfacilityisdividedintotwotranches:a$1billiontranchewithamaturitydate18monthsfollowingthedatethatfundswereborrowed(October31,2022),anda$1.5billiontranchewithamaturitydatethreeyearsfollowingthedatethatfundswereborrowed.TheinterestandfeeratespayablewithrespecttothetermloanfacilitybasedontheCompany'scurrentdebtratingareasfollows:(1)thespreadoversecuredovernightfinancingrate("SOFR")forthe18-monthtrancheis0.75%;(2)thespreadoverSOFRforthethree-yeartrancheis1.00%;(3)thespreadoverprimeforbothtranchesiszero;and(4)thetickingfeeforbothtranchesis0.10%,asofthedatehereof.TheTermLoanAgreementcontainscustomarycovenantsandwarrantiesincluding,amongotherthings,arollingtwelvemonthinterestcoverageratiorequiredtobegreaterthanorequalto3.0to1.0foreachfiscalquarter.Inaddition,thecovenantslimittheCompany'sabilityto(ortopermitanysubsidiariesto),subjecttovariousexceptionsandlimitations:(i)mergewithothercompanies;(ii)createliensonitsproperty;and(iii)incurdebtatthesubsidiarylevel.WewereincompliancewithourinterestcoverageratiounderthetermloanagreementasofDecember31,2022.TheoutstandingamountforthistermloanagreementatDecember31,2022was$2.5billion.DebtOfferingOnMay4,2022,theCompanycompleteditsofferingof$300millioninprincipalamountof4.7%SeniorNotesdue2032(the“2032Notes”),inapublicofferingpursuanttoaregistrationstatementonFormS-3(FileNo.333-255372).The2032Noteswereissuedunderanindenture(the“Indenture”),datedMarch20,2000,betweentheCompany,asissuer,andU.S.BankNationalAssociation(assuccessortoCitibank,N.A.),astrustee.Thesaleofthe2032NoteswasmadepursuanttothetermsofanUnderwritingAgreement,datedMay2,2022(the“UnderwritingAgreement”),amongtheCompany,asissuer,andBNPParibasSecuritiesCorp.,CitigroupGlobalMarketsInc.,GoldmanSachs&Co.LLC,MizuhoSecuritiesUSALLCandWellsFargoSecurities,LLC,asrepresentativesoftheseveralunderwritersinconnectionwiththeofferingandsalesofthe2032Notes.The2032NotescontaincovenantsthatlimittheCompany'sabilitytoincurcertainliensorenterintocertainsaleandlease-backtransactions.Inaddition,ifweexperienceaspecifickindofchangeofcontrol,wearerequiredtomakeanoffertopurchaseallofthenotesatapurchasepriceof101%oftheprincipalamountthereof,plusaccruedandunpaidinterest.TheCompanyusedthenetproceedsfromthesaleofthe2032Notestoredeem$300millionaggregateprincipalamountof4.7%NoteswhichwerepaidonJune1,2022.OnApril29,2021,theCompanycompleteditsinauguralSustainabilityBondofferingof$300millioninprincipalamountof2.4%SeniorNotesdue2031(the“2031Notes”),inapublicofferingpursuanttoaregistrationstatementonFormS-3(FileNo.333-255372).The2031NoteswereissuedundertheIndenture.Thesaleofthe2031NoteswasmadepursuanttothetermsofanUnderwritingAgreement,datedApril26,2021,amongtheCompany,asissuer,andBNPParibasSecuritiesCorp.,BofASecurities,Inc.,J.P.MorganSecuritiesLLC,andWellsFargoSecurities,LLC,asrepresentativesoftheseveralunderwritersinconnectionwiththeofferingandsalesofthe2031Notes.The2031NotescontaincovenantsthatlimittheCompany'sabilitytoincurcertainliensorenterintocertainNOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)83saleandlease-backtransactions.Inaddition,ifweexperienceaspecifickindofchangeofcontrol,wearerequiredtomakeanoffertopurchaseallofthenotesatapurchasepriceof101%oftheprincipalamountthereof,plusaccruedandunpaidinterest.TheCompanyusedthenetproceedsfromthesaleofthe2031Notestoredeem$300millionaggregateprincipalamountof4.85%seniornoteswhichwaspaidJune15,2021.ConsistentwiththeCompany’sSustainabilityBondFramework,theCompanyallocatedanamountequaltothenetproceedsfromthesaleofthe2031NotestofundoneormoreneworexistingenvironmentalandsocialEligibleProjects,asdefinedintheCompany’sprospectussupplementdatedApril26,2021.CreditFacilitiesOnMay3,2022,theCompanyenteredintoaFifthAmendedandRestatedLong-TermCreditAgreement(the“AmendedLong-TermFacility”)byandamongtheCompany,certainotherborrowers,thelendersreferredtotherein,JPMorganChaseBank,N.A.asAdministrativeAgent,andCitibank,N.A.,asSyndicationAgent.BNPParibas,MizuhoBank,Ltd.andWellsFargoBank,NationalAssociationactedasDocumentationAgents.JPMorganChaseBank,N.A.,BNPParibasSecuritiesCorp.,Citibank,N.A.,MizuhoBank,Ltd.andWellsFargoSecurities,LLCactedasJointLeadArrangersandJointBookrunnersfortheAmendedLong-TermFacility.ConsistentwiththeCompany’spriorcreditagreement,theAmendedLong-TermFacilityprovidesanaggregateborrowingcapacityof$3.5billion.TheinterestratepayablewithrespecttotheAmendedLong-TermFacilityreflectadecreaseof0.125%intheinterestratemarginfromtheCompany’spriorcreditfacility,andisbasedontheCompany’scurrentdebtrating,TermSOFR+1.00%interestratemarginperannum(witha0.10%SOFRspreadadjustment)ortheAlternateBaseRate+0.00%perannum,attheCompany’selection.TheAmendedLong-TermFacilitycontainscustomarycovenantsandwarranties,suchas,amongotherthings,arollingfourquarterinterestcoverageratiorequiredtobegreaterthanorequalto3.0asoftheendofeachfiscalquarter.TheAmendedLong-TermFacilityremovesthesecondfinancialcovenant,adebt-to-capitalizationratio,thatwasintheCompany’spriorcreditagreement.TheAmendedLong-TermFacilityalsoincludeslimitationsontheCompany’sabilityto(ortopermitanysubsidiariesto),subjecttovariousexceptionsandlimitations:(i)mergewithothercompanies;(ii)createliensonitsproperty;and(iii)incurdebtatthesubsidiarylevel.Manyofthelendershaveinthepastperformed,andmayinthefuturefromtimetotimeperform,investmentbanking,financialadvisory,lendingand/orcommercialbankingservices,orotherservicesforWhirlpoolCorporationanditssubsidiaries,forwhichtheyhavereceived,andmayinthefuturereceive,customarycompensationandexpensereimbursement.WewereincompliancewithourinterestcoverageratioundertherevolvingcreditfacilityasofDecember31,2022.Inadditiontothecommitted$3.5billionAmendedLong-TermFacilityandthecommitted$2.5billiontermloan,wehavecommittedcreditfacilitiesinBrazilandIndiawhichprovideborrowingsuptoapproximately$204millionatDecember31,2022and$193millionatDecember31,2021,basedonexchangeratesthenineffect,respectively.Thesecommittedcreditfacilitieshavematuritiesthatrunthrough2024.Wehad$2.5billiondrawnonthecommittedcreditfacilitiesatDecember31,2022.WehadnoborrowingsoutstandingunderthecommittedcreditfacilitiesatDecember31,2021.NotesPayableNotespayable,whichconsistofshort-termborrowingspayabletobanksorcommercialpaper,aregenerallyusedtofundworkingcapitalrequirements.Thefairvalueofournotespayableapproximatesthecarryingamountduetotheshortmaturityoftheseobligations.NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)84ThefollowingtablesummarizesthecarryingvalueofnotespayableatDecember31,2022and2021,respectively.Millionsofdollars20222021Short-termborrowingstobanks410Totalnotespayable$4$10NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)85(8)COMMITMENTSANDCONTINGENCIESOTHERMATTERSEmbracoAntitrustMattersBeginninginFebruary2009,ourformerEmbracocompressorbusinessheadquarteredinBrazil("Embraco")wasnotifiedofantitrustinvestigationsoftheglobalcompressorindustrybygovernmentauthoritiesinvariousjurisdictions.Embracoresolvedthegovernmentinvestigationsandrelatedclaimsinvariousjurisdictionsandcertainotherclaimsremainpending.WhirlpoolagreedtoretainpotentialliabilitiesrelatedtothismatterfollowingclosingoftheEmbracosaletransaction.Wecontinuetodefendtheseactions.Whileitiscurrentlynotpossibletoreasonablyestimatetheaggregateamountofcostswhichwemayincurinconnectionwiththesematters,suchcostscouldhaveamaterialadverseeffectonourconsolidatedfinancialstatementsinanyparticularreportingperiod.BEFIEXCreditsandOtherBrazilTaxMattersInpreviousyears,ourBrazilianoperationsearnedtaxcreditsundertheBraziliangovernment'sexportincentiveprogram(BEFIEX).ThesecreditsreducedBrazilianfederalexcisetaxesondomesticsales.OurBrazilianoperationshavereceivedtaxassessmentsforincomeandsocialcontributiontaxesassociatedwithcertainmonetizedBEFIEXcredits.WedonotbelieveBEFIEXcreditsaresubjecttoincomeorsocialcontributiontaxes.Webelievethesetaxassessmentsarewithoutmeritandarevigorouslydefendingourpositions.WehavenotprovidedforincomeorsocialcontributiontaxesontheseBEFIEXcredits,andbasedontheopinionsoftaxandlegaladvisors,wehavenotaccruedanyamountrelatedtotheseassessmentsatDecember31,2022.ThetotalamountofoutstandingtaxassessmentsreceivedforincomeandsocialcontributiontaxesrelatingtotheBEFIEXcredits,includinginterestandpenalties,isapproximately2.1billionBrazilianreais(approximately$410millionatDecember31,2022).RelyingonexistingBrazilianlegalprecedent,in2003and2004,werecognizedtaxcreditsinanaggregateamountof$26million,adjustedforcurrency,onthepurchaseofrawmaterialsusedinproduction("IPItaxcredits").TheBraziliantaxauthoritysubsequentlychallengedtherecordingofIPItaxcredits.Nosuchcreditshavebeenrecognizedsince2004.In2009,weenteredintoaBraziliangovernmentprogram("IPIAmnesty")whichprovidedextendedpaymenttermsandreducedpenaltiesandinteresttoencouragetaxpayerstoresolvethisandcertainotherdisputedtaxcreditamounts.Aspermittedbytheprogram,weelectedtosettlecertaindebtsthroughtheuseofotherexistingtaxcreditsandrecordedchargesofapproximately$34millionin2009associatedwiththesematters.InJuly2012,theBrazilianrevenueauthoritynotifiedusthataportionofourproposedsettlementwasrejectedandwereceivedtaxassessmentsof272millionBrazilianreais(approximately$52millionatDecember31,2022),reflectinginterestandpenaltiestodate.Webelievethesetaxassessmentsarewithoutmeritandwearevigorouslydefendingourposition.Thegovernment'sassessmentinthiscasereliesheavilyonitsargumentsregardingtaxabilityofBEFIEXcreditsforcertainyears,whichwearedisputinginoneoftheBEFIEXgovernmentassessmentcasescitedinthepriorparagraph.BecausetheIPIAmnestycaseismovingfasterthantheBEFIEXtaxabilitycase,wecouldberequiredtopaytheIPIAmnestyassessmentbeforeobtainingafinaldecisionintheBEFIEXtaxabilitycase.WehavereceivedtaxassessmentsfromtheBrazilianfederaltaxauthoritiesrelatingtoamountsallegedlydueregardinginsurancetaxes(PIS/COFINS)fortaxcreditsrecognizedsince2007.Thesecreditswererecognizedforinputstocertainmanufacturingandotherbusinessprocesses.TheseassessmentsarebeingchallengedattheadministrativeandjudiciallevelsinBrazil.ThetotalamountofoutstandingtaxassessmentsreceivedforcreditsrecognizedforPIS/COFINSinputsisapproximately$308millionBrazilianreais(approximately$59millionatDecember31,2022).Webelievethesetaxassessmentsarewithoutmeritandarevigorouslydefendingourpositions.BasedNOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)86ontheopinionofourtaxandlegaladvisors,wehavenotaccruedanyamountrelatedtotheseassessments.InadditiontotheBEFIEX,IPItaxcreditandPIS/COFINSinputsmattersnotedabove,otherassessmentsissuedbytheBraziliantaxauthoritiesrelatedtoindirectandincometaxmatters,andothermatters,areatvariousstagesofreviewinnumerousadministrativeandjudicialproceedings.TheamountsrelatedtotheseassessmentswillcontinuetobeincreasedbymonetaryadjustmentsattheSelicrate,whichisthebenchmarkratesetbytheBrazilianCentralBank.Inaccordancewithouraccountingpolicies,weroutinelyassessthesemattersand,whennecessary,recordourbestestimateofaloss.Webelievethesetaxassessmentsarewithoutmeritandarevigorouslydefendingourpositions.Litigationisinherentlyunpredictableandtheconclusionofthesemattersmaytakemanyyearstoultimatelyresolve.Amountsatissueinpotentialfuturelitigationcouldincreaseasaresultofinterestandpenaltiesinfutureperiods.Accordingly,itispossiblethatanunfavorableoutcomeintheseproceedingscouldhaveamaterialadverseeffectonourfinancialstatementsinanyparticularreportingperiod.CompetitionInvestigationIn2013,theFrenchCompetitionAuthority("FCA")commencedaninvestigationofappliancemanufacturersandretailersinFrance,includingWhirlpoolandIndesit.TheFCAinvestigationwassplitintotwoparts,andinDecember2018,wefinalizedasettlementwiththeFCAonthefirstpartoftheinvestigation.ThesecondpartoftheFCAinvestigation,whichisexpectedtofocusprimarilyonmanufacturerinteractionswithretailers,isongoing.TheCompanyiscooperatingwiththisinvestigation.Althoughitiscurrentlynotpossibletoassesstheimpact,ifany,thatmattersrelatedtotheFCAinvestigationmayhaveonourfinancialstatements,mattersrelatedtotheFCAinvestigationcouldhaveamaterialadverseeffectonourfinancialstatementsinanyparticularreportingperiod.TradeCustomerInsolvencyTheCompanywasaformerindirectminorityshareholderofAlnoAG,alongstandingtradecustomerthatfiledforinsolvencyprotectioninGermany.In2020,wepaidasettlementof€52.75million(approximately$59millionatthetimeofpayment)toresolveanypotentialclaimstheinsolvencytrusteemighthaveagainsttheCompany.Wearealsodefendingthird-partyclaimsrelatedtoAlno'sinsolvencythatwebelievearewithoutmerit,andbelievetheultimateresolutionoftheseclaimswillnothaveamaterialadverseeffectonourfinancialstatements.GrenfellTowerOnJune23,2017,London'sMetropolitanPoliceServicereleasedastatementthatithadidentifiedaHotpoint–brandedrefrigeratorastheinitialsourceoftheGrenfellTowerfireinWestLondon.U.K.authoritiesareconductinginvestigations,includingregardingthecauseandspreadofthefire.ThemodelinquestionwasmanufacturedbyIndesitCompanybetween2006and2009,priortoWhirlpool'sacquisitionofIndesitin2014.Wearefullycooperatingwiththeinvestigatingauthorities.WhirlpoolwasnamedasadefendantinaproductliabilitysuitinPennsylvaniafederalcourtrelatedtothismatter.ThefederalcourtdismissedthecasewithprejudiceinSeptember2020andthedismissalwasaffirmedonappealinJuly2022.PlaintiffsfiledapetitionwiththeU.S.SupremeCourtinJanuary2023.InDecember2020,lawsuitsrelatedtoGrenfellTowerwerefiledintheU.K.againstapproximately20defendants,includingWhirlpoolCorporationandcertainWhirlpoolsubsidiaries.Inthefourthquarterof2022,weaccruedanimmaterialamountrelatedtotheseclaimsinourfinancialstatements.Additionalclaimsmaybefiledrelatedtothisincident.OtherLitigationSeeNote15forinformationoncertainU.S.incometaxlitigation.Inaddition,wearecurrentlydefendingagainsttwolawsuitsthathavebeencertifiedfortreatmentasclassactionsinU.S.federalcourt,relatingtotwotop-loadwashingmachinemodels.InDecember2019,thecourtinoneofNOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)87theselawsuitsenteredsummaryjudgementinWhirlpool'sfavor.Thatrulingremainssubjecttoappeal,andtheotherlawsuitisongoing.Webelievethelawsuitsarewithoutmeritandarevigorouslydefendingthem.Giventhepreliminarystageoftheproceedings,wecannotreasonablyestimatearangeofloss,ifany,atthistime.Theresolutionofthesematterscouldhaveamaterialadverseeffectonourfinancialstatementsinanyparticularreportingperiod.Wearecurrentlyvigorouslydefendinganumberofotherlawsuitsrelatedtothemanufactureandsaleofourproductswhichincludeclassactionallegations,andmaybecomeinvolvedinsimilaractions.Theselawsuitsallegeclaimswhichincludenegligence,breachofcontract,breachofwarranty,productliabilityandsafetyclaims,falseadvertising,fraud,andviolationoffederalandstateregulations,includingconsumerprotectionlaws.Ingeneral,wedonothaveinsurancecoverageforclassactionlawsuits.Wearealsoinvolvedinvariousotherlegalactionsarisinginthenormalcourseofbusiness,forwhichinsurancecoveragemayormaynotbeavailabledependingonthenatureoftheaction.Wedisputethemeritsofthesesuitsandactions,andintendtovigorouslydefendthem.Managementbelieves,baseduponitscurrentknowledge,aftertakingintoconsiderationlegalcounsel'sevaluationofsuchsuitsandactions,andaftertakingintoaccountcurrentlitigationaccruals,thattheoutcomeofthesematterscurrentlypendingagainstWhirlpoolshouldnothaveamaterialadverseeffect,ifany,onourfinancialstatements.ProductWarrantyandLegacyProductCorrectiveActionReservesProductwarrantyreservesareincludedinothercurrentandothernoncurrentliabilitiesinourConsolidatedBalanceSheets.Thefollowingtablesummarizesthechangesintotalproductwarrantyreservesfortheperiodspresented:ProductWarrantyMillionsofdollars20222021BalanceatJanuary1$286$273Issuances/accrualsduringtheperiod267307Settlementsmadeduringtheperiod/other(1)(304)(294)Liabilitiesclassifiedtoheldforsale(2)(59)—BalanceatDecember31$190$286Currentportion$131$194Non-currentportion5992Total$190$286(1)Includesupdatedreserveassumptionsnotedbelow.(2)ProductwarrantyreserveofourEuropeanmajordomesticappliancebusinesshasbeentransferredtoliabilitiesheldforsaleinthefourthquarterof2022.Inthenormalcourseofbusiness,weengageininvestigationsofpotentialqualityandsafetyissues.Aspartofourongoingefforttodeliverqualityproductstoconsumers,wearecurrentlyinvestigatingcertainpotentialqualityandsafetyissuesglobally.Asnecessary,weundertaketoeffectrepairorreplacementofappliancesintheeventthataninvestigationleadstotheconclusionthatsuchactioniswarranted.Aspartofthisprocess,weinvestigatedincidentreportsassociatedwithaparticularcomponentincertainIndesit-designedhorizontalaxiswashersproducedinEMEA.InJanuary2020,wecommencedaproductrecallintheU.K.andIrelandfortheseEMEA-producedwashers,forwhichtherecallisongoing.Inthethirdquarterof2019,weaccruedapproximately$105millioninestimatedproductwarrantyexpenserelatedtothismatter.Duringthefourthquartersof2021and2020,theCompanyreleasedaccrualsofapproximately$9millionand$30million,respectively,relatedtothiscampaign.Theseadjustmentsweremadebasedonthelatestavailabledataincludingtakerateassumptionsandunitpopulation.Theseestimatesarebasedonseveralassumptionswhichareinherentlyunpredictableandwhichwemayneedtomateriallyreviseinthefuture.SettlementsrelatedtothisproductrecallareimmaterialforthetwelvemonthsendedDecember31,2022.Thetotalsettlementssincethebeginningofthiscampaignareapproximately$63million.NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)88GuaranteesWehaveguaranteearrangementsinaBraziliansubsidiary.Forcertaincreditworthycustomers,thesubsidiaryguaranteescustomerlinesofcreditatcommercialbankstosupportpurchasesfollowingitsnormalcreditpolicies.Ifacustomerweretodefaultonitslineofcreditwiththebank,oursubsidiarywouldberequiredtoassumethelineofcreditandsatisfytheobligationwiththebank.AtDecember31,2022andDecember31,2021,theguaranteedamountstotaled1,122millionBrazilianreais(approximately$215millionatDecember31,2022)and1,183millionBrazilianreais(approximately$212millionatDecember31,2021),respectively.ThefairvalueoftheseguaranteeswerenominalatDecember31,2022andDecember31,2021.Oursubsidiaryinsuresagainstasignificantportionofthiscreditriskfortheseguarantees,undernormaloperatingconditions,throughpoliciespurchasedfromhigh-qualityunderwriters.Weprovideguaranteesofindebtednessandlinesofcreditforvariousconsolidatedsubsidiaries.Themaximumcontractualamountofindebtednessandlinesofcreditavailableundertheselinesforconsolidatedsubsidiariestotaledapproximately$2.9billionatDecember31,2022and$3.3billionatDecember31,2021.Ourtotalshort-termoutstandingbankindebtednessunderguaranteeswasnominalatbothDecember31,2022and2021.PurchaseObligationsOurexpectedcashoutflowsresultingfromnon-cancellablepurchaseobligationsaresummarizedbyyearinthetablebelow.Non-cancellablepurchaseobligationsrelatedtoEuropeanmajordomesticappliancebusinessclassifiedasheldforsaleareexcludedbeyond2023.Millionsofdollars2023$3652024158202568202628202712Thereafter51Totalpurchaseobligations$682NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)89NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) (9) PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS We have funded and unfunded defined benefit pension plans that cover certain employees in North America, Europe, Asia and Brazil. 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. 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. We have foreign pension plans that accrue benefits. 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. This plan is nonqualified and provides certain key employees additional defined pension benefits that supplement those provided by the Company's other retirement plans. 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 2022, 2021 and 2020 were $90 million, $91 million and $83 million, respectively. We provide postretirement health care benefits for eligible retired employees in the United States, Canada and Brazil. For our United States plan, which comprises the majority of our obligation, eligible retirees include those who were full-time employees with 10 years of service who attained age 55 while in service with us and those union retirees who met the eligibility requirements of their collective bargaining agreements. In general, the postretirement health and welfare benefit plans include cost-sharing provisions that limit our exposure for recent and future retirees and are contributory, with participants' contributions adjusted annually. In the United States, benefits for certain retiree populations follow a defined contribution model that allocates certain monthly or annual amounts to a retiree's account under the plan. Pension assets and liabilities related to the European major domestic appliance business have been classified as held for sale in the fourth quarter of 2022. The postretirement medical benefit programs are unfunded. We reserve the right to modify these benefits in the future. 90 DefinedBenefit-PensionsandOtherPostretirementBenefitPlansObligationsandFundedStatusatEndofYearUnitedStatesPensionBenefitsForeignPensionBenefitsOtherPostretirementBenefitsMillionsofdollars202220212022202120222021FundedstatusFairvalueofplanassets$2,072$2,904$30$665$—$—Benefitobligations2,2112,96860924121166Fundedstatus$(139)$(64)$(30)$(259)$(121)$(166)AmountsrecognizedintheconsolidatedbalancesheetsNoncurrentasset$21$56$7$20$—$—Currentliability(9)(9)(4)(12)(25)(24)Noncurrentliability(151)(111)(33)(267)(96)(142)Amountrecognized$(139)$(64)$(30)$(259)$(121)$(166)Amountsrecognizedinaccumulatedothercomprehensiveloss(pre-tax)Netactuarialloss$1,266$1,180$111$184$(15)$14Priorservice(credit)cost1133(52)(93)Amountrecognized$1,267$1,181$114$187$(67)$(79)ChangeinBenefitObligationUnitedStatesPensionBenefitsForeignPensionBenefitsOtherPostretirementBenefitsMillionsofdollars202220212022202120222021Benefitobligation,beginningofyear$2,968$3,237$924$1,029$166$191Servicecost3345——Interestcost8277151455Planparticipants'contributions———1——Actuarial(gain)loss(606)(99)(262)(45)(28)(8)Benefitspaid(230)(234)(28)(29)(18)(21)Planamendments————(5)—Transferofliabilities———(23)——Otheradjustments——11———Settlements/curtailment(gain)(6)(16)(7)(18)——Foreigncurrencyexchangerates——(82)(10)1(1)Reclassificationofobligationtoheldforsale——(515)———Benefitobligation,endofyear$2,211$2,968$60$924$121$166Accumulatedbenefitobligation,endofyear$2,205$2,955$52$891N/AN/ATheactuarial(gain)lossforallpensionandotherpostretirementbenefitplansin2022and2021wasprimarilyrelatedtoachangeinthediscountrateusedtomeasurethebenefitobligationofthoseplans.NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)91ChangeinPlanAssetsUnitedStatesPensionBenefitsForeignPensionBenefitsOtherPostretirementBenefitsMillionsofdollars202220212022202120222021Fairvalueofplanassets,beginningofyear$2,904$3,103$665$632$—$—Actualreturnonplanassets(605)31(181)56——Employercontribution92030301821Planparticipants'contributions———1——Benefitspaid(230)(234)(28)(29)(18)(21)Transferofplanassets——————Settlements(6)(16)(7)(17)——Foreigncurrencyexchangerates——(70)(8)——Reclassificationofplanassetstoheldforsale——(379)———Fairvalueofplanassets,endofyear(1)$2,072$2,904$30$665$—$—(1)Decreaseinfairvalueofplanassetswasprimarilydrivenbymarketfluctuationsduringthecurrentperiod.ComponentsofNetPeriodicBenefitCostUnitedStatesPensionBenefitsForeignPensionBenefitsOtherPostretirementBenefitsMillionsofdollars202220212020202220212020202220212020Servicecost$3$3$3$4$5$6$—$—$4Interestcost827794151417558Expectedreturnonplanassets(144)(158)(165)(31)(34)(30)———Amortization:Actuarialloss57696291912———Priorservicecost(credit)——————(46)(46)(28)Curtailment(gain)/loss———(1)————(3)Settlementloss15392211———Netperiodicbenefitcost$(1)$(4)$33$(2)$6$16$(41)$(41)$(19)Thefollowingtablesummarizesthenetperiodiccostrecognizedinoperatingprofitandinterestandsundry(income)expensefortheyearsendedDecember31,2022,2021and2020:UnitedStatesPensionBenefitsForeignPensionBenefitsOtherPostretirementBenefitsMillionsofdollars202220212020202220212020202220212020Operatingprofit(loss)$3$3$3$4$5$6$—$—$4Interestandsundry(income)expense(4)(7)30(6)110(41)(41)(23)Netperiodicbenefitcost$(1)$(4)$33$(2)$6$16$(41)$(41)$(19)NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)92OtherChangesinPlanAssetsandBenefitObligationsRecognizedinOtherComprehensiveIncome(Loss)(Pre-Tax)in2022MillionsofdollarsUnitedStatesPensionBenefitsForeignPensionBenefitsOtherPostretirementBenefitsCurrentyearactuarialloss/(gain)$145$(63)$(28)Actuarial(loss)recognizedduringtheyear(58)(10)—Currentyearpriorservicecost(credit)——(5)Priorservicecredit(cost)recognizedduringtheyear——46Totalrecognizedinothercomprehensiveincome(loss)(pre-tax)$87$(73)$13Totalrecognizedinnetperiodicbenefitcostsandothercomprehensiveincome(loss)(pre-tax)$86$(75)$(27)Weamortizeactuariallossesandpriorservicecosts(credits)overaperiodofupto20yearsand13years,respectively.AssumptionsWeighted-AverageAssumptionsusedtoDetermineBenefitObligationatEndofYearUnitedStatesPensionBenefitsForeignPensionBenefits(1)OtherPostretirementBenefits202220212022202120222021Discountrate5.55%2.85%4.72%1.89%6.05%3.41%Rateofcompensationincrease4.50%4.50%3.52%3.59%N/AN/AInterestcreditingrateforcashbalanceplans4.30%1.60%2.85%2.36%N/AN/A(1)Weighted-averageassumptionsincludeassumptionsrelatedtopensionplansclassifiedasheldforsaleduringthefourthquarterof2022.Weighted-AverageAssumptionsusedtoDetermineNetPeriodicCostUnitedStatesPensionBenefitsForeignPensionBenefits(1)OtherPostretirementBenefits202220212020202220212020202220212020Discountrate2.85%2.50%3.13%1.89%1.55%2.04%4.27%3.66%3.35%Expectedlong-termrateofreturnonplanassets5.50%6.00%6.25%5.23%5.48%5.39%N/AN/AN/ARateofcompensationincrease4.50%4.50%4.50%3.59%3.47%3.10%N/AN/AN/AInterestcreditingrateforcashbalanceplans1.60%1.25%2.05%2.36%1.99%1.80%N/AN/AN/AHealthcarecosttrendrateInitialrateN/AN/AN/AN/AN/AN/A5.75%6.00%6.25%UltimaterateN/AN/AN/AN/AN/AN/A5.00%5.00%5.00%YearthatultimateratewillbereachedN/AN/AN/AN/AN/AN/A202520252025(1)Weighted-averageassumptionsincludeassumptionsrelatedtopensionplansclassifiedasheldforsaleduringthefourthquarterof2022.NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)93DiscountRateForourUnitedStatespensionandpostretirementbenefitplans,thediscountratewasselectedusingahypotheticalportfolioofhighqualitybondsoutstandingatDecember31thatwouldprovidethenecessarycashflowstomatchourprojectedbenefitpayments.Forourforeignpensionandpostretirementbenefitplans,thediscountratewasprimarilyselectedusinghighqualitybondyieldsfortherespectivecountryorregioncoveredbytheplan.ExpectedReturnonPlanAssetsIntheUnitedStates,theexpectedreturnonplanassetsisdevelopedconsideringassetmix,historicalassetclassdataandlong-termexpectations.Theresultingweighted-averagereturnwasroundedtothenearestquarterofonepercentandappliedtothefairvalueofplanassetsatDecember31,2022.Forforeignpensionplans,theexpectedrateofreturnonplanassetswasprimarilydeterminedbyobservinghistoricalreturnsinthelocalfixedincomeandequitymarketsandcomputingtheweightedaveragereturnswiththeweightsbeingtheassetallocationofeachplan.CashFlowsFundingPolicyOurfundingpolicyistocontributetoourqualifiedUnitedStatespensionplansamountssufficienttomeettheminimumfundingrequirementasdefinedbyemployeebenefitandtaxlaws,plusadditionalamountswhichwemaydeterminetobeappropriate.IncertaincountriesotherthantheUnitedStates,thefundingofpensionplansisnotcommonpractice.ContributionstoourUnitedStatespensionplansmaybemadeintheformofcashor,inthecaseofourdefinedcontributionplaninourdiscretion,companystock.Wepayforretireemedicalbenefitsastheyareincurred.TherehavebeennocontributionstothepensiontrustforourU.S.definedbenefitplansduringthetwelvemonthsendedDecember31,2022and2021.ExpectedEmployerContributionstoFundedPlansMillionsofdollarsUnitedStatesPensionBenefitsForeignPensionBenefits2023$—$18ExpectedBenefitPaymentsExpectedbenefitpaymentsrelatedtotheEuropeanmajordomesticappliancebusinessclassifiedasheldforsaleareexcludedbeyond2023.MillionsofdollarsUnitedStatesPensionBenefitsForeignPensionBenefitsOtherPostretirementBenefits2023$274$34$25202421861220252118112026206692027200992028-2032$873$26$40PlanAssetsOuroverallinvestmentstrategyistoachieveanappropriatemixofinvestmentsforlong-termgrowthandfornear-termbenefitpaymentswithawidediversificationofassettypes,fundstrategies,andinvestmentfundmanagers.Thetargetallocationforourplansisapproximately20%ingrowthassetsand80%inimmunizingfixedincomesecurities,withexceptionsforforeignpensionNOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)94plans.ThefixedincomesecuritiesdurationisintendedtomatchthatofourUnitedStatespensionliabilities.Planassetsarereportedatfairvaluebasedonanexitprice,representingtheamountthatwouldbereceivedtosellanassetinanorderlytransactionbetweenmarketparticipants.Assuch,fairvalueisamarket-basedmeasurementthatshouldbedeterminedbasedonassumptionsthatmarketparticipantswoulduseinpricinganasset.Asabasisforconsideringsuchassumptions,athree-tieredfairvaluehierarchyisestablished,whichprioritizestheinputsusedinmeasuringfairvalueasfollows:(Level1)observableinputssuchasquotedpricesinactivemarkets;(Level2)inputs,otherthanthequotedpricesinactivemarketsthatareobservable,eitherdirectlyorindirectly;and(Level3)unobservableinputsinwhichthereislittleornomarketdata,whichrequirethereportingentitytodevelopitsownassumptions.Certaininvestmentsarevaluedbasedonnetassetvalue(NAV),whichapproximatesfairvalue.Suchbasisisdeterminedbyreferencingtherespectivefund'sunderlyingassets.Therearenounfundedcommitmentsorotherrestrictionsassociatedwiththeseinvestments.Wemanagetheprocessandapprovetheresultsofathird-partypricingservicetovaluethemajorityofoursecuritiesandtodeterminetheappropriatelevelinthefairvaluehierarchy.NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)95ThefairvaluesofourpensionplanassetsatDecember31,2022and2021,byassetcategorywereasfollows:December31,Quotedprices(Level1)Othersignificantobservableinputs(Level2)Significantunobservableinputs(Level3)NetAssetValueTotalMillionsofdollars2022202120222021202220212022202120222021Cashandcashequivalents$—$—$159$162$—$—$—$—$159$162Governmentandgovernmentagencysecurities(1)U.S.securities——82264————82264Internationalsecurities——4292————4292Corporatebondsandnotes(1)U.S.companies——1,1941,585————1,1941,585Internationalcompanies——187286————187286Equitysecurities(2)U.S.companies——————————Internationalcompanies1136——————1136Mutualfunds(3)——73103————73103InvestmentsatnetassetvalueU.S.equitysecurities(4)——————166308166308Internationalequitysecurities(4)——————123177123177Short-terminvestmentfund(4)———————43—43Internationaldebtsecurities(5)———————178—178Internationalequitysecurities(5)———————62—62Realestate(6)———————55—55Limitedpartnerships(7)U.S.privateequityinvestments————1726——1726Diversifiedfundoffunds————13——13Emerginggrowth————23——23Allotherinvestments——4529———15745186$11$36$1,782$2,521$20$32$289$980$2,102$3,569(1)Valuedusingpricingvendorswhouseproprietarymodelstoestimatethepriceadealerwouldpaytobuyasecurityusingsignificantobservableinputs,suchasinterestrates,yieldcurves,andcreditrisk.(2)Valuedusingtheclosingstockpriceonanationalsecuritiesexchange,whichreflectsthelastreportedsalespriceonthelastbusinessdayoftheyear.(3)Valuedusingthenetassetvalue(NAV)ofthefund,whichisbasedonthefairvalueofunderlyingsecurities.Thefundprimarilyinvestsinadiversifiedportfolioofequitysecurities,fixedincomedebtsecuritiesandrealestateissuedbynon-U.S.companies.NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)96(4)CommonandcollectivetrustfundsvaluedusingtheNAVofthefund,whichisbasedonthefairvalueofunderlyingsecurities.(5)FundoffundsvaluedusingtheNAVofthefund,whichisbasedonthefairvalueofunderlyingsecurities.Internationaldebtsecuritiesincludescorporatebondsandnotesandgovernmentandgovernmentagencysecurities.(6)ValuedusingtheNAVofthefund,whichisbasedonthefairvalueofunderlyingassets.(7)Valuedatestimatedfairvaluebasedontheproportionateshareofthelimitedpartnership'sfairvalue,asdeterminedbythegeneralpartner.FairValueMeasurementsUsingSignificantUnobservableInputs(Level3)MillionsofdollarsLimitedPartnershipsBalance,December31,2021$32Realizedgain/(loss)(net)2Unrealizedgain/(loss)(net)(6)Purchases—Settlements(8)Balance,December31,2022$20AdditionalInformationTheprojectedbenefitobligationandfairvalueofplanassetsforpensionplanswithaprojectedbenefitobligationinexcessofplanassetsatDecember31,2022and2021wereasfollows:UnitedStatesPensionBenefitsForeignPensionBenefitsMillionsofdollars2022202120222021Projectedbenefitobligation$1,866$2,507$37$851Fairvalueofplanassets$1,706$2,386$(1)$578Theprojectedbenefitobligation,accumulatedbenefitobligationandfairvalueofplanassetsforpensionplanswithanaccumulatedbenefitobligationinexcessofplanassetsatDecember31,2022and2021wereasfollows:UnitedStatesPensionBenefitsForeignPensionBenefitsMillionsofdollars2022202120222021Projectedbenefitobligation$1,866$2,507$37$851Accumulatedbenefitobligation1,8602,49434831Fairvalueofplanassets$1,706$2,386$(1)$578NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)97(10)HEDGESANDDERIVATIVEFINANCIALINSTRUMENTSDerivativeinstrumentsareaccountedforatfairvaluebasedonmarketrates.Derivativeswhereweelecthedgeaccountingaredesignatedaseithercashflow,fairvalueornetinvestmenthedges.Derivativesthatarenotaccountedforbasedonhedgeaccountingaremarkedtomarketthroughearnings.Ifthedesignatedcashflowhedgesarehighlyeffective,thegainsandlossesarerecordedinothercomprehensiveincome(loss)andsubsequentlyreclassifiedtoearningstooffsettheimpactofthehedgeditemswhentheyoccur.Intheeventitbecomesprobabletheforecastedtransactiontowhichacashflowhedgerelateswillnotoccur,thederivativewouldbeterminatedandtheamountinaccumulatedothercomprehensiveincome(loss)wouldberecognizedinearnings.Thefairvalueofthehedgeassetorliabilityispresentineitherothercurrentassets/liabilitiesorothernoncurrentassets/liabilitiesontheConsolidatedBalanceSheetsandinotherwithincashprovidedby(usedin)operatingactivitiesintheConsolidatedStatementsofCashFlows.Usingderivativeinstrumentsmeansassumingcounterpartycreditrisk.Counterpartycreditriskrelatestothelosswecouldincurifacounterpartyweretodefaultonaderivativecontract.Wegenerallydealwithinvestmentgradecounterpartiesandmonitortheoverallcreditriskandexposuretoindividualcounterparties.Wedonotanticipatenonperformancebyanycounterparties.Theamountofcounterpartycreditexposureislimitedtotheunrealizedgains,ifany,onsuchderivativecontracts.Wedonotrequirenordowepostcollateralonsuchcontracts.HedgingStrategyInthenormalcourseofbusiness,wemanagerisksrelatingtoourongoingbusinessoperationsincludingthosearisingfromchangesincommodityprices,foreignexchangeratesandinterestrates.Fluctuationsintheseratesandpricescanaffectouroperatingresultsandfinancialcondition.Weuseavarietyofstrategies,includingtheuseofderivativeinstruments,tomanagetheserisks.Wedonotenterintoderivativefinancialinstrumentsfortradingorspeculativepurposes.CommodityPriceRiskWeenterintocommodityderivativecontractsonvariouscommoditiestomanagethepriceriskassociatedwithforecastedpurchasesofmaterialsusedinourmanufacturingprocess.Theobjectiveofthesehedgesistoreducethevariabilityofcashflowsassociatedwiththeforecastedpurchaseofcommodities.NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)98ForeignCurrencyandInterestRateRiskWeincurexpensesassociatedwiththeprocurementandproductionofproductsinalimitednumberofcountries,whilewesellinthelocalcurrenciesofalargenumberofcountries.Ourprimaryforeigncurrencyexchangeexposuresresultfromcross-currencysalesofproducts.Asaresult,weenterintoforeignexchangecontractstohedgecertainfirmcommitmentsandforecastedtransactionstoacquireproductsandservicesthataredenominatedinforeigncurrencies.Weenterintocertainundesignatednon-functionalcurrencyassetandliabilityhedgesthatrelateprimarilytoshort-termpayables,receivables,intercompanyloansanddividends.Whenwehedgeaforeigncurrencydenominatedpayableorreceivablewithaderivative,theeffectofchangesintheforeignexchangeratesarereflectedcurrentlyininterestandsundry(income)expenseforboththepayable/receivableandthederivative.Therefore,asaresultoftheeconomichedge,wedonotelecthedgeaccounting.Wealsoenterintohedgestomitigatecurrencyriskprimarilyrelatedtoforecastedforeigncurrencydenominatedexpenditures,intercompanyfinancingagreementsandroyaltyagreementsanddesignatethemascashflowhedges.Gainsandlossesonderivativesdesignatedascashflowhedges,totheextenttheyareincludedintheassessmentofeffectiveness,arerecordedinothercomprehensiveincome(loss)andsubsequentlyreclassifiedtoearningstooffsettheimpactofthehedgeditemswhentheyoccur.Wemayenterintocross-currencyinterestrateswapstomanageourexposurerelatingtocross-currencydebt.Outstandingnotionalamountsofcross-currencyinterestrateswapagreementswere$618millionand$1,275millionatDecember31,2022and2021,respectively.Wemayenterintointerestrateswapagreementstomanageinterestrateriskexposure.Ourinterestrateswapagreements,ifany,effectivelymodifyourexposuretointerestraterisk,primarilythroughconvertingcertainfloatingratedebttoafixedratebasis,andcertainfixedratedebttoafloatingratebasis.Theseagreementsinvolveeitherthereceiptorpaymentoffloatingrateamountsinexchangeforfixedrateinterestpaymentsorreceipts,respectively,overthelifeoftheagreementswithoutanexchangeoftheunderlyingprincipalamounts.Wemayenterintoswapratelockagreementstoeffectivelyreduceourexposuretointerestrateriskbylockingininterestratesonprobablelong-termdebtissuances.TherewerenooutstandingnotionalamountsofinterestrateswapagreementsatDecember31,2022.Outstandingnotionalamountsofinterestrateswapagreementswere$300millionatDecember31,2021.NetInvestmentHedgingThefollowingtablesummarizesourforeigncurrencydenominateddebtandforeignexchangeforwards/optionsdesignatedasnetinvestmenthedgesatDecember31,2022and2021:Notional(local)Notional(USD)CurrentMaturityInstrument2022202120222021Foreignexchangeforwards/optionsMXN—MXN7,200$—$352N/AForinstrumentsthataredesignatedandqualifyasanetinvestmenthedge,theeffectiveportionoftheinstruments'gainorlossisreportedasacomponentofothercomprehensiveincome(loss)andrecordedinaccumulatedothercomprehensiveloss.Thegainorlosswillbesubsequentlyreclassifiedintonetearningswhenthehedgednetinvestmentiseithersoldorsubstantiallyliquidated.Theremainingchangeinfairvalueofthehedgeinstrumentsrepresentstheineffectiveportion,whichisimmediatelyrecognizedininterestandsundry(income)expenseonourConsolidatedStatementsofIncome.Duringthefourthquarterof2022,WhirlpoolsubstantiallyliquidateditsforeigncurrencydenominatedinvestmentinMexico.Asaresult,lossesofapproximately$53millionrecordedinAccumulatedothercomprehensivelosswerereclassifiedintoInterestandsundry(income)expenseintheConsolidatedFinancialStatements.AsofDecember31,2022,therewerenooutstandinghedgesdesignatedasnetinvestmenthedges.NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)99ThefollowingtablesummarizesouroutstandingderivativecontractsandtheireffectsonourConsolidatedBalanceSheetsatDecember31,2022and2021.HedgeassetsandliabilitiesofourEuropeanmajordomesticappliancebusinesshavebeenclassifiedasheldforsaleandareexcludedfromthetablebelow.FairValueofTypeofHedgeNotionalAmountHedgeAssetsHedgeLiabilitiesMaximumTerm(Months)Millionsofdollars20222021202220212022202120222021Derivativesaccountedforashedges(1)Commodityswaps/options$170$297$7$40$17$13(CF)2421Foreignexchangeforwards/options(2)9982,87224912064(CF/NI)15122Cross-currencyswaps6181,275531427(CF)7486Interestratederivatives—300———14(CF)041Totalderivativesaccountedforashedges$36$162$79$98DerivativesnotaccountedforashedgesCommodityswaps/options$1$2$—$—$—$—N/A014Foreignexchangeforwards/options(2)4392,240520618N/A512Totalderivativesnotaccountedforashedges$5$20$6$18Totalderivatives$41$182$85$116Current$40$170$41$93Noncurrent1124423Totalderivatives$41$182$85$116(1)Derivativesaccountedforashedgesareconsideredeithercashflow(CF)ornetinvestment(NI)hedges.(2)Foreignexchangeforwards/optionshavedecreasedduetorepaymentofintercompanyloans,exclusionofderivativesheldforsale,andliquidationofnetinvestmenthedgesNOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)100ThefollowingtablessummarizetheeffectsofderivativeinstrumentsonourConsolidatedStatementsofIncome(Loss)andConsolidatedStatementsofComprehensiveIncome(Loss)fortheyearsendedDecember31,2022and2021:Gain(Loss)RecognizedinOCI(EffectivePortion)(3)Millionsofdollars20222021CashflowhedgesCommodityswaps/options$(3)$66Foreignexchangeforwards/options11392Cross-currencyswaps(47)110Interestratederivatives5614NetinvestmenthedgesForeigncurrency(26)1$93$283LocationofGain(Loss)ReclassifiedfromOCIintoEarnings(EffectivePortion)Gain(Loss)ReclassifiedfromOCIintoEarnings(EffectivePortion)(3),(4),(5)CashFlowHedges-Millionsofdollars20222021Commodityswaps/options(3)Costofproductssold$39$68Foreignexchangeforwards/optionsNetsales—2Foreignexchangeforwards/optionsCostofproductssold(26)(3)Foreignexchangeforwards/optionsInterestandsundry(income)expense13071Cross-currencyswaps(5)Interestandsundry(income)expense(50)117$93$255LocationofGain(Loss)RecognizedonDerivativesnotAccountedforasHedgesGain(Loss)RecognizedonDerivativesnotAccountedforasHedges(3)DerivativesnotAccountedforasHedges-Millionsofdollars20222021Foreignexchangeforwards/optionsInterestandsundry(income)expense$(24)$74(3)Changeingain(loss)recognizedinOCI(effectiveportion)isprimarilydrivenbyincreasesincommoditypricesandfluctuationsincurrencyandinterestrates.Thetaximpactofthecashflowhedgeswas$(2)millionand$(14)millionin2022and2021,respectively.Thetaximpactofthenetinvestmenthedgeswas$6millionand$(1)millionin2022and2021,respectively.(4)Changeingain(loss)reclassifiedfromOCIintoearnings(effectiveportion)wasprimarilydrivenbyfluctuationsincurrencyandcommoditypricesandinterestratescomparedtoprioryear.(5)Changeincross-currencyswapsisprimarilydrivenbythecurrencychangeintheEuroyear-over-year.Forcashflowhedges,theamountofineffectivenessrecognizedininterestandsundry(income)expensewasnominalduring2022and2021.Therewerenohedgesdesignatedasfairvaluein2022and2021.Thenetamountofunrealizedgainorlossonderivativeinstrumentsincludedinaccumulatedothercomprehensiveincome(loss)relatedtocontractsmaturingandexpectedtoberealizedduringthenexttwelvemonthsisagainofapproximately$4millionatDecember31,2022.NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)101(11)FAIRVALUEMEASUREMENTSFairvalueismeasuredbasedonanexitprice,representingtheamountthatwouldbereceivedtosellanassetorpaidtotransferaliabilityinanorderlytransactionbetweenmarketparticipants.Assuch,fairvalueisamarket-basedmeasurementthatshouldbedeterminedbasedonassumptionsmarketparticipantswoulduseinpricinganassetorliability.Assetsandliabilitiesmeasuredatfairvaluearebasedonamarketvaluationapproachusingpricesandotherrelevantinformationgeneratedbymarkettransactionsinvolvingidenticalorcomparableassetsorliabilities.Asabasisforconsideringsuchassumptions,athree-tieredfairvaluehierarchyisestablished,whichprioritizestheinputsusedinmeasuringfairvalueasfollows:(Level1)observableinputssuchasquotedpricesinactivemarkets;(Level2)inputs,otherthanthequotedpricesinactivemarketsthatareobservable,eitherdirectlyorindirectly;and(Level3)unobservableinputsinwhichthereislittleornomarketdata,whichrequirethereportingentitytodevelopitsownassumptions.AssetsandliabilitiesmeasuredatfairvalueonarecurringbasisatDecember31,2022and2021areasfollows:TotalCostBasisQuotedPricesInActiveMarketsforIdenticalAssets(Level1)SignificantOtherObservableInputs(Level2)TotalFairValueMillionsofdollars20222021202220212022202120222021Short-terminvestments(1)$1,209$1,905$934$1,697$275$208$1,209$1,905Netderivativecontracts————(44)66(44)66(1)Short-terminvestmentsareprimarilycomprisedofmoneymarketfundsandhighlyliquid,lowriskinvestmentswithinitialmaturitieslessthan90days.Thenon-recurringfairvaluesrepresentonlythoseassetswhosecarryingvalueswereadjustedtofairvalueduringthereportingperiod.Therewerenogoodwillorintangibleassetimpairmentchargesrecordedin2021.SeeNote6totheConsolidatedFinancialStatementsforadditionalinformation.GoodwillWehavefourreportingunitsforwhichweassessforimpairment.Weuseadiscountedcashflowanalysistodeterminefairvalue(Level3input)andconsistentprojectedfinancialinformationinouranalysisofgoodwillandintangibleassets.Duringthesecondquarterof2022,thediscountedcashflowanalysisforthequantitativeimpairmentassessmentfortheEMEAreportingunitutilizedadiscountrateof15%.BasedonthequantitativeassessmentperformedasofMay31,2022,thecarryingvalueoftheEMEAreportingunitexceededitsfairvalueresultinginagoodwillimpairmentlossforthefullcarryingamountof$278millionduringthesecondquarterof2022andforthetwelvemonthsendedDecember31,2022.OtherIntangibleAssetsTherelief-from-royaltymethodforthequantitativeimpairmentassessmentforotherintangibleassetsintheEMEAreportingunitduringthesecondquarterof2022utilizeddiscountratesof19%androyaltyratesrangingfrom1.5%-3.5%.BasedonthequantitativeassessmentperformedasofMay31,2022,thecarryingvalueoftheIndesitandHotpoint*trademarksexceededtheirfairvalue(Level3input),resultinginanimpairmentchargeof$106millionduringthesecondquarterof2022.Indefinite-livedintangibleassetsofIndesitandHotpoint*withcarryingamountsofapproximately$201millionand$137millionwerewrittendowntofairvalues(Level3input)of$131millionand$101million,resultinginimpairmentchargesof$70millionand$36million,respectively.Duringthefourthquarterof2022,theremainingcarryingamountsofIndesitandHotpoint*trademarkswereincludedinthenetassetsoftheEuropeanmajordomesticappliancedisposalgroupwhichwasclassifiedasheldforsale.NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)102*WhirlpoolownershipoftheHotpointbrandintheEMEAandAsiaPacificregionsisnotaffiliatedwiththeHotpointbrandsoldintheAmericas.EuropeanMajorDomesticApplianceBusinessHeldforSaleOnJanuary16,2023,theCompanyenteredintoacontributionagreementwithArçelikA.Ş(“Arcelik”).Underthetermsoftheagreement,WhirlpoolwillcontributeitsEuropeanmajordomesticappliancebusiness,andArcelikwillcontributeitsEuropeanmajordomesticappliance,consumerelectronics,airconditioning,andsmalldomesticappliancebusinessesintothenewlyformedentityofwhichWhirlpoolwillown25%andArcelik75%.OnDecember20,2022,theCompany'sboardauthorizedthetransactionwithArcelikandtheEuropeanmajordomesticappliancebusinesswasclassifiedasheldforsaleduringthefourthquarterof2022.Thedisposalgroupwasmeasuredatfairvaluelesscosttosell.Weusedadiscountedcashflowanalysisandmultiplemarketdatapointsinouranalysistodeterminefairvalue(Level3input)ofthe25%interestretained,resultinginanestimatedfairvalueof$139million.Thediscountedcashflowanalysisutilizedadiscountrateof16.5%.SeeNote6and17totheConsolidatedFinancialStatementsforadditionalinformation.InSinkEratorAcquisitionOnOctober31,2022,wecompletedtheacquisitionoftheInSinkEratorbusinesspursuanttothetermsofthepurchaseagreementwithEmerson.Theacquisitionhasbeenaccountedforasabusinesscombinationundertheacquisitionmethodofaccounting.Thisrequiresallocationofthepurchasepricetotheestimatedfairvaluesoftheidentifiableassetsacquiredandliabilitiesassumed,includinggoodwillandotherintangibleassets.TheCompanyisintheprocessoffinalizingthird-partyvaluationsforthepurchasepriceallocationwhicharesubjecttochange.TheCompanyexpectstofinalizepurchaseaccountingadjustmentsassoonaspracticable,butnolaterthanoneyearfromtheacquisitiondate.Theestimatedvalueofproperty,plantandequipmentincludesadjustmentstotaling$36milliontoincreasethenetbookvaluetothepreliminaryfairvalueestimateof$174million.Thefairvalueofproperty,plantandequipmentwasdeterminedusingbothacostandmarketapproach.ThemodelusedprimarilyincludedLevel2and3inputs.Thisestimateisbasedonothercomparableacquisitionsandhistoricalexperience,andpreliminaryexpectationsastothedurationoftimeweexpecttorealizebenefitsfromthoseassets.Theestimatedvalueofinventoryincludesadjustmentstotaling$10milliontostep-upinventorytoanestimatedfairvalueof$93million.Thefairvalueofinventorywasestimatedusingthecomparativesalesmethod.ThemodelusedprimarilyincludedLevel2and3inputs.Toestimatethefairvalueofinventory,weconsideredthecomponentsofInSinkErator’sinventory,aswellasestimatesofsellingpricesandsellinganddistributioncoststhatwerebasedonInSinkErator’shistoricalexperience.Theestimatedfairvaluesofidentifiableintangibleassetsacquiredwerepreparedusinganincomevaluationapproach,whichrequiresaforecastofexpectedfuturerevenues,futurecashflowsanddiscountrates(Level3inputs),eitherthroughtheuseoftherelief-from-royaltymethod,themulti-periodexcessearningsmethodorthewithandwithoutmethod.SeeNote17totheConsolidatedFinancialStatementsforadditionalinformation.NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)103RussiaSaleTransactionDuringthesecondquarterof2022,weenteredintoanagreementtosellourRussiabusiness.Weclassifiedthisdisposalgroupasheldforsalewithafairvalueofzero.Fairvalue,whichislessthanthecarryingamountoftheRussiabusiness,wasestimatedbasedonpurchasepricewhichincludescontingentconsiderationbasedonfuturebusinessandotherconditions(Level2input).Werecordedanimpairmentchargeof$333millionforthewrite-downofthenetassetstotheirfairvalue.SeeNote17totheConsolidatedFinancialStatementsforadditionalinformation.ElicaPBIndiaAcquisitionAsofSeptember30,2021,theCompanyconsolidatedElicaPBIndia.Asaresult,thepreviouslyheldequityinterestof49%wasremeasuredatafairvalueof$74million(Level2input)ontheacquisitiondate,resultinginanimpliedfairvalueofapproximately$150million.Foradditionalinformation,seeNote1totheConsolidatedFinancialStatements.WhirlpoolChinaEquityMethodInvestmentDuringthesecondquarterof2021,thepartialtenderofferforWhirlpoolChinawascompletedandtheentitywasdeconsolidated.Subsequenttothesharetransfer,whichwascompletedonMay6,2021,theCompanyholdsanequityinterestofapproximately20%inWhirlpoolChina.ThefairvalueoftheretainedinvestmentinWhirlpoolChinaatthedateofdeconsolidationwascalculatedbasedontheWhirlpoolChinastockprice(Level1input),theportionofinterestretainedandthesharesoutstanding,resultinginafairvalueof$214million.ForadditionalinformationseeNote17totheConsolidatedFinancialStatements.TurkeySubsidiaryDivestmentDuringthesecondquarterof2021,weenteredintoasharetransferagreementtosellourTurkishsubsidiaryandthesalewascompletedonJune30,2021.Fairvaluewascalculatedbasedonthecashpurchaseprice,subjecttocustomaryadjustmentsatclosing(Level2input),andwerecordedalossonsaleanddisposalofbusinessesof$40millionforthewrite-downoftheassetstothefairvalueof$111million.Animmaterialadjustmenttothelossonsaleanddisposalofbusinesswasrecordedinthethirdquarterof2021.ForadditionalinformationseeNote17totheConsolidatedFinancialStatements.OtherFairValueMeasurementsThefairvalueoflong-termdebt(includingcurrentmaturities)was$7.0billionand$5.8billionatDecember31,2022and2021,respectively,andwasestimatedusingadiscountedcashflowanalysisbasedonincrementalborrowingratesforsimilartypesofborrowingarrangements(Level2input).(12)STOCKHOLDERS'EQUITYComprehensiveIncome(Loss)Comprehensiveincome(loss)primarilyincludes(1)ourreportednetearnings(loss),(2)foreigncurrencytranslation,includingnetinvestmenthedges,(3)changesintheeffectiveportionofouropenderivativecontractsdesignatedascashflowhedges,and(4)changesinourunrecognizedpensionandotherpostretirementbenefits.NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)104Thefollowingtableshowsthecomponentsofaccumulatedothercomprehensiveincome(loss)availabletoWhirlpoolatDecember31,2020,2021,and2022,andtheactivityfortheyearsthenended:MillionsofdollarsForeignCurrencyDerivativeInstrumentsPensionandPostretirementLiabilityTotalDecember31,2019$(1,532)$(46)$(1,040)$(2,618)Unrealizedgain(loss)(385)83—(302)Unrealizedactuarialgain(loss)andpriorservicecredit(cost)——171171Taxeffect1(16)(45)(60)Othercomprehensiveincome(loss),netoftax(384)67126(191)Less:Othercomprehensivelossavailabletononcontrollinginterests2——2Othercomprehensiveincome(loss)availabletoWhirlpool(386)67126(193)December31,2020$(1,918)$21$(914)$(2,811)Unrealizedgain(loss)36427—391Unrealizedactuarialgain(loss)andpriorservicecredit(cost)——104104Taxeffect(1)(14)(26)(41)Othercomprehensiveincome(loss),netoftax3631378454Less:Othercomprehensivelossavailabletononcontrollinginterests————Othercomprehensiveincome(loss)availabletoWhirlpool3631378454December31,2021$(1,555)$34$(836)$(2,357)Unrealizedgain(loss)28026—306Unrealizedactuarialgain(loss)andpriorservicecredit(cost)——(27)(27)Taxeffect—(2)(10)(12)Othercomprehensiveincome(loss),netoftax28024(37)267Less:Othercomprehensivelossavailabletononcontrollinginterests————Othercomprehensiveincome(loss)availabletoWhirlpool28024(37)267December31,2022$(1,275)$58$(873)$(2,090)NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)105NetEarningsperShareDilutednetearningspershareofcommonstockincludethedilutiveeffectofstockoptionsandothershare-basedcompensationplans.Basicanddilutednetearningspershareofcommonstockwerecalculatedasfollows:Millionsofdollarsandshares202220212020Numeratorforbasicanddilutedearningspershare–netearnings(loss)availabletoWhirlpool$(1,519)$1,783$1,075Denominatorforbasicearningspershare–weighted-averageshares55.962.162.7Effectofdilutivesecurities–stock-basedcompensation—0.80.6Denominatorfordilutedearningspershare–adjustedweighted-averageshares55.962.963.3Anti-dilutivestockoptions/awardsexcludedfromearningspershare0.60.11.3DividendsDividendspersharepaidtoshareholderswere$7.00,$5.45and$4.85during2022,2021and2020,respectively.ShareRepurchaseProgramOnApril19,2021,ourBoardofDirectorsauthorizedasharerepurchaseprogramofupto$2billion,whichhasnoexpirationdate.OnFebruary14,2022,theBoardofDirectorsauthorizedanadditional$2billioninsharerepurchasesundertheCompany'songoingsharerepurchaseprogram.DuringthetwelvemonthsendedDecember31,2022,werepurchasedapproximately4.8millionsharesunderthesesharerepurchaseprogramsatanaggregatepriceofapproximately$903million.AtDecember31,2022,therewereapproximately$2.6billioninremainingfundsauthorizedunderthisprogram.Sharerepurchasesaremadefromtimetotimeontheopenmarketasconditionswarrant.Theprogramdoesnotobligateustorepurchaseanyofoursharesandithasnoexpirationdate.(13)SHARE-BASEDINCENTIVEPLANSWesponsorseveralshare-basedemployeeincentiveplans.Share-basedcompensationexpenseforgrantsawardedundertheseplanswas$58million,$82millionand$67millionin2022,2021,and2020,respectively.Relatedincometaxbenefitsrecognizedinearningswere$10million,$10millionand$9millionin2022,2021,and2020,respectively.AtDecember31,2022,unrecognizedcompensationcostrelatedtonon-vestedstockoptionandstockunitawardstotaled$93million.Thecostofthesenon-vestedawardsisexpectedtoberecognizedoveraweighted-averageremainingvestingperiodof29months.Share-BasedEmployeeIncentivePlansOnApril17,2018,ourstockholdersapprovedthe2018OmnibusStockandIncentivePlan("2018OSIP").ThisplanwasadoptedbyourBoardofDirectorsonFebruary20,2018andprovidesfortheissuanceofstockoptions,performancestockunits,andrestrictedstockunits,amongotherawardtypes.Nonewawardsmaybegrantedunderthe2018OSIPafterthetenthanniversaryofthedatethatthestockholdersapprovedtheplan.However,thetermandexerciseofawardsgrantedbeforethenmayextendbeyondthatdate.AtDecember31,2022,approximately1.1millionsharesremainavailableforissuanceunderthe2018OSIP.StockOptionsEligibleemployeesmayreceivestockoptionsasaportionoftheirtotalcompensation.Suchoptionsgenerallybecomeexercisableovera3-yearperiodinsubstantiallyequalincrements,expire10yearsNOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)106fromthedateofgrantandaresubjecttoforfeitureuponterminationofemployment,otherthanbydeath,disability,retirement,orwiththeconsentoftheCommittee(asdefinedintheawardagreement).WeusetheBlack-Scholesoption-pricingmodeltomeasurethefairvalueofstockoptionsgrantedtoemployees.GrantedoptionshaveexercisepricesequaltothemarketpriceofWhirlpoolcommonstockonthegrantdate.Theprincipalassumptionsusedinvaluingoptionsinclude:(1)risk-freeinterestrate-anestimatebasedontheyieldofUnitedStateszerocouponsecuritieswithamaturityequaltotheexpectedlifeoftheoption;(2)expectedvolatility-anestimatebasedonthehistoricalvolatilityofWhirlpoolcommonstockforaperiodequaltotheexpectedlifeoftheoption;and(3)expectedoptionlife-anestimatebasedonhistoricalexperience.Stockoptionsareexpensedonastraight-linebasis,netofestimatedforfeitures.Basedontheresultsofthemodel,theweighted-averagegrantdatefairvalueofstockoptionsgrantedfor2022,2021,and2020were$53.16,$52.44and$29.53,respectively,usingthefollowingassumptions:WeightedAverageBlack-ScholesAssumptions202220212020Risk-freeinterestrate1.9%0.5%1.4%Expectedvolatility37.4%37.7%29.3%Expecteddividendyield2.9%2.5%3.2%Expectedoptionlife,inyears555StockOptionActivityThefollowingtablesummarizesstockoptionactivityduring2022:Inthousands,exceptpersharedataNumberofOptionsWeighted-AverageExercisePriceOutstandingatJanuary1844$173.08Granted183196.62Exercised(28)129.22Canceledorexpired(16)182.63OutstandingatDecember31983$178.57ExercisableatDecember31629$173.21Thetotalintrinsicvalueofstockoptionsexercisedwas$2million,$121millionand$13millionfor2022,2021,and2020,respectively.Therelatedtaxbenefitswere$0.3million,$23millionand$3millionfor2022,2021,and2020,respectively.Cashreceivedfromtheexerciseofstockoptionswas$4million,$77million,and$44millionfor2022,2021,and2020,respectively.ThetablebelowsummarizesadditionalinformationrelatedtostockoptionsoutstandingatDecember31,2022:Optionsinthousands/dollarsinmillions,exceptper-sharedataOutstandingNetofExpectedForfeituresOptionsExercisableNumberofoptions976629Weighted-averageexercisepricepershare$178.46$173.21Aggregateintrinsicvalue$1$1Weighted-averageremainingcontractualterm,inyears64StockUnitsEligibleemployeesmayreceiverestrictedstockunitsorperformancestockunitsasaportionoftheirtotalcompensation.Restrictedstockunitsaretypicallygrantedtoselectedmanagementemployeesonanannualbasisandvestoverthreeyears.Periodically,restrictedstockunitsmaybegrantedtoselectedemployeesbasedonspecialrecognitionorretentioncircumstancesandgenerallyvestfromthreeyearstoNOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)107sevenyears.Previouslygrantedawardsaccruedividendequivalentsonoutstandingunits(intheformofadditionalstockunits)basedondividendsdeclaredonWhirlpoolcommonstock.Theseawardsconverttounrestrictedcommonstockattheconclusionofthevestingperiod.Performancestockunitsaregrantedtomanagementemployeesonanannualbasisandgenerallyvestattheendofathreeyearperformanceperiod,convertingtounrestrictedcommonstockattheconclusionofthevestingperiod.Thefinalawardmayequal0%to200%ofthetargetgrant,basedonWhirlpoolperformanceresultsrelativetopre-establishedgoals.WemeasurecompensationcostforstockunitsbasedontheclosingmarketpriceofWhirlpoolcommonstockatthegrantdate,withadjustmentsforperformancestockunitstoreflectthefinalawardgranted.Theweightedaveragegrantdatefairvaluesofawardsgrantedduring2022,2021,and2020were$158.27,$191.64and$141.38,respectively.Thetotalfairvalueofstockunitsvestedduring2022,2021,and2020was$67million,$43millionand$37million,respectively.Thefollowingtablesummarizesstockunitactivityduring2022:Stockunitsinthousands,exceptper-sharedataNumberofStockUnitsWeighted-AverageGrantDateFairValueNon-vested,atJanuary11,022$155.92Granted561158.27Canceled(59)172.21Vestedandtransferredtounrestricted(361)133.53Non-vested,atDecember311,163$161.51Non-employeeDirectorEquityAwardsIn2022,eachnon-employeedirectorreceivedanannualgrantofunrestrictedWhirlpoolcommonstock,withthenumberofsharesissuedtothedirectordeterminedbydividing$150,000bytheclosingpriceofWhirlpoolcommonstockonthedateoftheannualmeetingofourstockholders.(14)RESTRUCTURINGCHARGESWeperiodicallytakeactiontoimproveoperatingefficiencies,typicallyinconnectionwithbusinessacquisitionsorchangesintheeconomicenvironment.Ourfootprintandheadcountreductionsandorganizationalintegrationactionsrelatetodiscrete,uniquerestructuringevents,primarilyreflectedinthefollowingplans:In2020,theCompanycommittedtoworkforcereductionplansintheUnitedStatesandglobally,aspartoftheCompany'scontinuedcostreductionefforts.Theworkforcereductionplansincludedavoluntaryretirementprogram,andothervoluntaryandinvoluntaryseveranceactions.Theseactionsaresubstantiallycomplete.TheCompanyhasincurred$216millioninemployeeterminationcostsrelatedtotheseactionsthroughDecember31,2022.Cashsettlementof$192millionhasbeenpaidtodatewiththeremainingcashsettlementof$24millionexpectedtobepaidoverthedurationof2023and2024.Inaddition,weceasedproductioninourNaples,Italymanufacturingplantandexitedthefacilityin2020.Thecollectivedismissalprocedurewascompletedin2021.Inconnectionwiththisaction,wehaveincurredapproximately$144milliontotalcostscomprising$44millioninassetimpairmentcosts,$30millioninotherassociatedcostsand$70millioninemployee-relatedcoststhroughDecember31,2022.Cashsettlementof$98millionhasbeenpaidtodatewiththeremainingnominalcashsettlementtobepaidin2023.Inthefourthquarterof2022,theCompanytransferredtheNaplesmanufacturingplanttotheItaliangovernment.Nomaterialfinancialimpactaroseasaresultofthetransaction.ThefollowingtablessummarizethechangestoourrestructuringliabilityfortheyearsendedDecember31,2022and2021:NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)108MillionsofDollarsDecember31,2021ChargetoEarningsCashPaidNon-CashandOtherDecember31,2022EmployeeTermination$53$7$(34)$—$26AssetImpairment89—(12)$5Facilityexitcosts—2(2)—$—Otherexitcosts(4)3(4)—$(5)Total$57$21$(40)$(12)$26MillionsofdollarsDecember31,2020ChargetoEarningsCashPaidNon-cashandOtherDecember31,2021Employeeterminationcosts$145$30$(122)$—$53Assetimpairmentcosts81—(1)8Facilityexitcosts—2(2)——Otherexitcosts205(22)(7)(4)Total$173$38$(146)$(8)$57Thefollowingtablesummarizes2022and2021restructuringchargesbyoperatingsegment:Millionsofdollars2022Charges2021Charges2020ChargesNorthAmerica$—$—$81EMEA2338154LatinAmerica(2)—20Asia——10Corporate/Other——23Total$21$38$288(15)INCOMETAXESIncometaxexpensewas$265million,$518million,and$382millionin2022,2021and2020,respectively.Thechangeintaxexpensein2022comparedto2021includesoveralllowerlevelofearnings,partiallyoffsetbytheimpactofnon-deductiblecharges,includinglossonsaleanddisposalaswellasgoodwillimpairment,andincreasesinvaluationallowances.Theincreaseintaxexpensein2021comparedto2020isprimarilyduetohigherearningsandrelatedtaxexpense,auditsandsettlements,partiallyoffsetbylegalentityrestructuringtaxbenefits.IncludedinSettlementsandchangesinunrecognizedtaxbenefitsinthetablebelowis$98millionofnettaxexpenseandinterestrelatedtoanunfavorablerulingdiscussedinOtherIncomeTaxMatters.NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)109ThefollowingtablesummarizesthedifferencebetweenanincometaxbenefitandtaxexpenseattheUnitedStatesstatutoryrateof21%in2022,2021,and2020,respectively,andtheincometaxexpenseateffectiveworldwidetaxratesfortherespectiveperiods:Millionsofdollars202220212020Earnings(loss)beforeincometaxesUnitedStates$(158)$1,287$1,020Foreign(1,069)1,045427Earnings(loss)beforeincometaxes$(1,227)$2,332$1,447Incometax(benefit)expensecomputedatUnitedStatesstatutoryrate$(258)$490$304U.S.governmenttaxincentives(19)(19)(17)Foreigngovernmenttaxincentives(23)(23)(20)Foreigntaxratedifferential(3)6630U.S.foreigntaxcredits11(29)(25)Valuationallowances222115Stateandlocaltaxes,netoffederaltaxbenefit(21)5740Foreignwithholdingtaxes52198U.S.taxonforeigndividendsandsubpartFincome22934Settlementsandchangesinunrecognizedtaxbenefits310050Changesinenactedtaxrates(2)(14)(6)Nondeductiblelossonsaleanddisposalofbusinesses421——Nondeductiblegoodwillimpairments59——LegalEntityDebtRestructuring(159)——Divestituretaximpact—(35)—Legalentityrestructuringtaximpact—(98)(82)Otheritems,net(40)(6)51Incometaxcomputedateffectiveworldwidetaxrates$265$518$382CurrentandDeferredTaxProvisionThefollowingtablesummarizesourincometax(benefit)provisionfor2022,2021and2020:202220212020MillionsofdollarsCurrentDeferredCurrentDeferredCurrentDeferredUnitedStates$(40)$65$132$251$90$81Foreign18085184(126)182(24)Stateandlocal(9)(16)80(3)4211$131$134$396$122$314$68Totalincometaxexpense$265$518$382UnitedStatesTaxonForeignDividendsWehavehistoricallyreinvestedallunremittedearningsofthemajorityofourforeignsubsidiariesandaffiliates,andthereforehavenotrecognizedanyU.S.deferredtaxliabilityonthoseearnings.TheCompanyhadcashandcashequivalentsofapproximately$2.0billionatDecember31,2022,ofwhichapproximately$1.3billionwasheldbysubsidiariesinforeigncountries.OurintentistopermanentlyreinvestsubstantiallyallofthesefundsoutsideoftheUnitedStatesandourcurrentNOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)110plansdonotdemonstrateaneedtorepatriatethecashtofundourU.S.operations.However,ifthesefundswererepatriated,theywouldlikelynotbesubjecttoUnitedStatesfederalincometaxunderthepreviouslytaxedincomeorthedividendexemptionrules.WewouldlikelyberequiredtoaccrueandpayUnitedStatesstateandlocaltaxesandwithholdingtaxespayabletovariouscountries.Itisnotpracticabletoestimatethetaximpactofthereversaloftheoutsidebasisdifference,ortherepatriationofcashduetothecomplexityofitshypotheticalcalculation.ValuationAllowancesAtDecember31,2022,wehadnetoperatinglosscarryforwardsof$5.8billion,$578millionofwhichwereU.S.statenetoperatinglosscarryforwards,comparedto$5.8billionand$306millionatDecember31,2021,respectively.OfthetotalnetoperatinglosscarryforwardsatDecember31,2022,$3.5billiondonotexpire,withsubstantiallyalloftheremainingcarryforwardsexpiringinvariousyearsthrough2039.AtDecember31,2022,wehad$421millionofUnitedStatesgeneralbusinesscreditcarryforwardsavailabletooffsetfuturepaymentsoffederalincometaxes,expiringbetween2032and2042.Netoperatinglosscarryforwardsof$2.0billionrelatestotheEuropeanmajordomesticappliancebusinessasofDecember31,2022.Netdeferredtaxassetsof$602million,including$62millionofvaluationallowances,associatedwiththedisposalgrouphasbeentransferredtoassetsheldforsaleinthefourthquarterof2022.Foradditionalinformation,seeNotes11and17totheConsolidatedFinancialStatements.Weroutinelyreviewthefuturerealizationofdeferredtaxassetsbasedonprojectedfuturereversaloftaxabletemporarydifferences,availabletaxplanningstrategiesandprojectedfuturetaxableincome.Wehaverecordedavaluationallowancetoreflectthenetestimatedamountofcertaindeferredtaxassetsassociatedwithnetoperatinglossandotherdeferredtaxassetswebelievewillberealized.Ourrecordedvaluationallowanceof$412millionatDecember31,2022consistsof$334millionofnetoperatinglosscarryforwarddeferredtaxassetsand$78millionofotherdeferredtaxassets.Ourrecordedvaluationallowancewas$195millionatDecember31,2021andconsistedof$131millionofnetoperatinglosscarryforwarddeferredtaxassetsand$64millionofotherdeferredtaxassets.TheincreaseinourvaluationallowancewasprimarilydrivenbytheEuropeanmajordomesticappliancebusinesstransactionandincludes$222millionrecognizedinnetearnings,withtheremainingchangerelatedtoreclassificationwithinournetdeferredtaxasset.NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)111DeferredTaxLiabilitiesandAssetsDeferredincometaxesreflectthenettaxeffectsoftemporarydifferencesbetweenthecarryingamountsofassetsandliabilitiesusedforfinancialreportingpurposesandtheamountsusedforincometaxpurposes.ThefollowingtablesummarizesthesignificantcomponentsofourdeferredtaxliabilitiesandassetsatDecember31,2022and2021:Millionsofdollars20222021DeferredtaxliabilitiesIntangibles$329$404Property,net185181Rightofuseassets220245InventoryReserves2041Other168207Totaldeferredtaxliabilities$922$1,078DeferredtaxassetsU.S.generalbusinesscreditcarryforwards,includingEnergyTaxCredits$421$386Leaseliabilities231255Pensions4070Losscarryforwards1,3001,347Postretirementobligations3041Foreigntaxcreditcarryforwards933Researchanddevelopmentcapitalization194130Employeepayrollandbenefits46104Accruedexpenses5280Productwarrantyaccrual4854Receivableandinventoryallowances6161Other552597Totaldeferredtaxassets2,9843,158Valuationallowancesfordeferredtaxassets(412)(195)Deferredtaxassets,netofvaluationallowances2,5722,963Reclassificationofnetdeferredtaxassetstoheldforsale$(602)$—Netdeferredtaxassets$1,048$1,885NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)112UnrecognizedTaxBenefitsThefollowingtablerepresentsareconciliationofthebeginningandendingamountofunrecognizedtaxbenefitsthatifrecognizedwouldimpacttheeffectivetaxrate,excludingfederalbenefitsofstateandlocaltaxpositions,andinterestandpenalties:Millionsofdollars202220212020Balance,January1$580$427$394Additionsfortaxpositionsofthecurrentyear241717Additionsfortaxpositionsofprioryears3217921Reductionsfortaxpositionsofprioryears(45)(34)(2)Settlementsduringtheperiod(1)(7)—Lapsesofapplicablestatuteoflimitation(1)(2)(3)Balance,December31$589$580$427Interestandpenaltiesassociatedwithunrecognizedtaxbenefitsresultedinanetexpenseof$24million,$14million,$10millioninDecember31,2022,2021and2020,respectively.Wehaveaccruedatotalof$90million,$66millionand$52millionatDecember31,2022,2021and2020,respectively.Itisreasonablypossiblethatcertainunrecognizedtaxbenefitsof$78millioncouldbesettledwithvariousrelatedjurisdictionsduringthenext12months.Weareinvariousstagesoftaxdisputes(includingaudits,appealsandlitigation)withcertaingovernmentaltaxauthorities.Weestablishliabilitiesforthedifferencebetweentaxreturnprovisionsandthebenefitsrecognizedinourfinancialstatements.Suchamountsrepresentareasonableprovisionfortaxesultimatelyexpectedtobepaid,andmayneedtobeadjustedovertimeasmoreinformationbecomesknown.Wearenolongersubjecttoanysignificanttaxdisputes(includingaudits,appealsandlitigation)fortheyearsbefore2009relatingtoUSFederalincometaxesandfortheyearsbefore2003relatingtoanystate,localorforeignincometaxes.OtherIncomeTaxMattersDuringitsexaminationofWhirlpool’s2009U.S.federalincometaxreturn,theIRSassertedthatincomeearnedbyaLuxembourgsubsidiaryviaitsMexicanbranchshouldberecognizedasincomeonits2009U.S.federalincometaxreturn.TheCompanybelievedtheproposedassessmentwaswithoutmeritandcontestedthematterinUnitedStatesTaxCourt(USTaxCourt).BothWhirlpoolandtheIRSmovedforpartialsummaryjudgmentonthisissue.OnMay5,2020,theUSTaxCourtgrantedtheIRS’smotionforpartialsummaryjudgmentanddeniedWhirlpool’s.TheCompanyappealedtheUSTaxCourtdecisiontotheUnitedStatesCourtofAppealsfortheSixthCircuit,and,onDecember6,2021,thethree-judgepanel,inadivideddecision,affirmedtheU.S.TaxCourtdecision(the"Ruling").TheCompanyrecordedareserveof$98millioninthefourthquarterof2021,whichrepresentstheexpectedincreaseintheCompany’snetincometaxexpense,plusinterest,for2009through2019,whichrepresentsalloftheCompany’staxyearsthatwereaffectedbytheRuling.OnJanuary20,2022,theCompanyfiledapetitionforrehearingwiththeSixthCircuit,whichwasdeniedonMarch2,2022.OnJune30,2022,theCompanyfiledapetitionforcertiorariwiththeU.S.SupremeCourt,whichwasdeniedonNovember21,2022.TheCompanyconsidersthistaxdisputesettledandnoadjustmentstothereservehavebeenrecognized.NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)113NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) (16) 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 evaluates performance based upon each segment's earnings (loss) before interest and taxes (EBIT), which we define as operating profit less interest and sundry (income) expense and excluding restructuring costs, asset impairment charges and certain other items that management believes are not indicative of the region's ongoing performance, if any. Total assets by segment are those assets directly associated with the respective operating activities. The "Other/Eliminations" column primarily includes corporate expenses, assets and eliminations, as well as restructuring costs, asset impairments and certain other items that management believes are not indicative of the region's ongoing performance, if any. Intersegment sales are eliminated within each region. Sales to Lowe's, a North American retailer, represented approximately 14%, 13%, and 13% of our consolidated net sales in 2022, 2021 and 2020, respectively. Lowe's represented approximately 37% and 21% of our consolidated accounts receivable as of December 31, 2022 and 2021, respectively. The proportional increase in Lowe's accounts receivable balance is due to a decrease in consolidated accounts receivable driven by European major domestic appliance business reclassified as held for sale. Lowe's accounts receivable has decreased by 9% from the prior year. The United States individually comprised at least 10% of consolidated net sales in 2022, 2021 and 2020 in the amounts of $10.5 billion, $11.5 billion and $10.3 billion, respectively. The following table summarizes the countries that represent at least 10% of consolidated long-lived assets for the years ended December 31, 2022 and 2021. Long-lived assets includes property, plant and equipment and right-of-use assets at December 31, 2022 and 2021. Long-lived assets of $985 million of our European major appliance business have been transferred to assets held for sale in the fourth quarter of 2022. Millions of dollars 2022 Long-lived assets Millions of dollars 2021 United States Mexico All Other Countries Total $1,742 $389 $662 $2,793 United States Italy Mexico Poland All Other Countries Total Long-lived assets $1,758 $473 $408 $389 $723 $3,751 114 OPERATINGSEGMENTSMillionsofdollarsNorthAmericaEMEALatinAmericaAsiaOther/EliminationsTotalWhirlpoolNetsales2022$11,474$4,023$3,127$1,100$—$19,724202112,4915,0883,1671,239—21,985202011,2104,3892,5921,265—19,456Intersegmentsales2022$261$85$1,494$42$(1,882)$—20213121021,277252(1,943)—2020249931,227379(1,948)—Depreciationandamortization2022$198$134$65$20$58$47520211751686326624942020193177627066568EBIT2022$1,319$(58)$200$54$(2,571)$(1,056)20212,22010026566(152)2,49920201,7582219(7)(336)1,636Totalassets2022$10,913$5,240$4,343$1,516$(4,888)$17,12420217,98010,2104,7161,565(4,186)20,28520207,59711,2964,2442,573(5,274)20,436Capitalexpenditures2022$238$132$121$27$52$570202116915213330415252020137116645043410NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)115NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Assets of $3.4 billion associated with our European major domestic appliance business have been classified as assets held for sale in the fourth quarter of 2022. Remaining assets of the EMEA operating segment primarily consist of intercompany loans from other Whirlpool entities which eliminate at total Whirlpool level and assets of the small domestic appliance business. Assets of $3.0 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. For additional information, see Notes 11 and 17 to the Consolidated Financial Statements. The following table summarizes the reconciling items in the Other/Eliminations column for total EBIT for the periods presented: in millions Items not allocated to segments: Restructuring costs Gain (loss) on previously held equity interest Gain (loss) on sale and disposal of businesses Impairment of goodwill, intangibles and other assets Product warranty and liability income (expense) Corrective action recovery Sale-leaseback, real estate and receivable adjustment Corporate expenses and other Total other/eliminations Twelve Months Ended December 31, 2022 2021 2020 $ $ (21) $ — (1,869) (396) — — — (285) (2,571) $ (38) $ 42 107 — 9 — — (272) (152) $ (288) — 7 — 30 14 113 (212) (336) A reconciliation of our segment information for total EBIT to the corresponding amounts in the Consolidated Statements of Income (Loss) is shown in the table below for the periods presented: in millions Operating profit Interest and sundry (income) expense Equity method investment income (loss), net of tax Total EBIT Interest expense Income tax expense Net earnings (loss) Less: Net earnings (loss) available to noncontrolling interests Net earnings (loss) available to Whirlpool Twelve Months Ended December 31, 2022 (1,056) $ (19) (19) (1,056) $ 190 265 (1,511) $ 8 (1,519) $ $ $ $ $ 2021 2020 2,348 $ (159) (8) 2,499 $ 175 518 1,806 $ 23 1,783 $ 1,615 (21) — 1,636 189 382 1,065 (10) 1,075 116 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) (17) ACQUISITIONS AND DIVESTITURES European Major Domestic Appliance Business Held for Sale On January 16, 2023, Whirlpool entered into a contribution agreement with Arçelik B.V. (“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. Separately, Whirlpool agreed in principle to the sale of Whirlpool’s Middle East and Africa business to Arcelik. These transactions are collectively referred to as European major domestic appliance business. The sale includes the Company's major domestic appliance business in EMEA, including nine production sites. The transaction is subject to customary conditions at closing and expected to be completed in the second half of 2023. European major domestic appliance business is reported within our EMEA reportable segment and met the criteria for held for sale accounting during the fourth quarter of 2022. The operations of the European disposal group did not meet the criteria to be presented as discontinued operations. Upon closing, the transaction will result in the deconsolidation of the European major appliances business. In connection with the sale, we recorded a loss on disposal of $1,521 million in the fourth quarter of 2022. The loss includes a write-down of the net assets of $1,151 million of the disposal group to a fair value of $139 million and also includes $393 million of cumulative currency translation adjustments, $98 million release of other comprehensive loss on pension and $18 million of other transaction related costs. No goodwill is included in the disposal group. For additional information see Note 11 to the Consolidated Financial Statements. Both Whirlpool and the post-closing controlling interest shareholder retain an option for Arcelik to purchase the remaining equity interest in a newly formed European appliance company for fair value, which could be material to the financial statements of the Company, depending on the performance of the business. The following table presents the carrying amounts of the major classes of the disposal group's assets and liabilities as of December 31, 2022 and 2021, respectively. 117 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Millions of dollars Carrying amounts of major classes of assets Current Assets Cash and cash equivalents Accounts receivable, net of allowance of $32 and $32, respectively Inventories Prepaid and other current assets Total current assets Property, net of accumulated depreciation of $1,648 and $1,842, respectively Right of use assets Goodwill Other intangibles, net of accumulated amortization of $141 and $145, respectively Deferred income taxes Other noncurrent assets Total noncurrent assets Total assets Carrying amounts of major classes of liabilities Current liabilities Accounts payable Accrued expenses Accrued advertising and promotions Employee compensation Notes payable Other current liabilities Total current liabilities Noncurrent liabilities Long-term debt Pension benefits Lease liabilities Other noncurrent liabilities Total noncurrent liabilities Total liabilities Total net assets of the disposal group classified as held for sale Assets held for sale Liabilities held for sale Fair value of interest retained Cumulative currency translation adjustment and Other comprehensive loss on pension December 31, 2022 2021 507 835 739 231 2,312 895 173 296 420 559 29 2,372 4,684 1,769 163 248 158 4 140 2,482 4 229 137 73 443 2,925 $ 94 $ 667 650 145 1,556 822 163 — 279 610 17 1,891 3,447 $ 1,394 $ 152 172 107 3 125 1,953 2 122 131 88 343 2,296 $ 1,151 139 490 $ $ $ $ $ $ 118 ThefollowingtablesummarizesEuropeanmajorappliancesbusiness'earnings(loss)availabletoWhirlpoolbeforeincometaxesforthetwelvemonthsendedDecember31,2022,2021and2020,respectively:TwelveMonthsEndedDecember31,inmillions202220212020Earnings(loss)beforeincometaxes$(106)$(46)$(111)Earnings(loss)beforeincometaxesexcludesintercompanyotherincomeandexpensewhicheliminatesatTotalWhirlpoollevel.Additionally,theEMEAoperatingsegmentincludesotherbusinesseswhicharenotclassifiedasheldforsale.InSinkEratorAcquisitionOnAugust7,2022,theCompanyenteredintoanAssetandStockPurchaseAgreement(the“PurchaseAgreement”)withEmersonElectricCo.(“Emerson”)topurchaseEmerson’sInSinkEratorbusiness,amanufactureroffoodwastedisposersandinstanthotwaterdispensersforhomeandcommercialuse,forapurchasepriceof$3billionincash,subjecttocustomaryadjustments.OnOctober31,2022,wecompletedtheacquisitionoftheInSinkEratorbusinesspursuanttothetermsofthePurchaseAgreement.Weusedthenetproceedsfroma$2.5billionborrowingunderourdelayeddrawtermloanfacilityand$500millionofcashonhandtofundtheacquisition.SeeNote7totheConsolidatedFinancialStatementsforadditionalinformationaboutthetermloanfacility.Webelievethattheacquisitionisanacceleratorofourongoingportfoliotransformationandalignedwithourstatedgoalsofinvestinginhigh-growthandhigh-marginbusinesses.PurchasePriceAllocationTheacquisitionhasbeenaccountedforasabusinesscombinationundertheacquisitionmethodofaccounting.Thisrequiresallocationofthepurchasepricetotheestimatedfairvaluesoftheidentifiableassetsacquiredandliabilitiesassumed,includinggoodwillandotherintangibleassets.TheCompanyisintheprocessoffinalizingthird-partyvaluationsforthepreliminarypurchasepriceallocationwhicharesubjecttochange.TheCompanyexpectstofinalizepurchaseaccountingadjustmentsassoonaspracticable,butnolaterthanoneyearfromtheacquisitiondate.ThefollowingtablepresentsthepreliminaryallocationofpurchasepricerelatedtotheInSinkEratoracquisition,asoftheacquisitiondateOctober31,2022:NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)119(inmillions)AmountCashandcashequivalents$7Receivables,net74Inventories93Othercurrentassets1Property,plantandequipment,net174Goodwill1,137Otherintangibleassets1,630Otherassets11Accountspayable49Accruedexpenses26Othercurrentliabilities34Deferredincometaxes1Otherlong-termliabilities10TotalEstimatedPurchaseConsideration$3,007Theestimatedusefullivesoftheintangibleassetsacquiredarebasedonourhistoricalexperienceandexpectationsastothedurationoftimeweexpecttorealizebenefitsfromthoseassets.Theestimatedfairvalueoftheidentifiableintangibleassetsacquired,theirusefullifeandtherelatedvaluationmethodologyareasfollows:MillionsofdollarsPreliminaryFairValueEstimatedUsefulLifeValuationMethodologyPreliminaryfairvalueofintangibleassetsacquired:Trademarks$1,300IndefiniteRelief-from-royaltyCustomerrelationships33016yearsMulti-periodexcessearnings/withandwithoutmethodIntangibleassetsacquired$1,630ForadditionalinformationseeNote11totheConsolidatedFinancialStatements.ThemajorityoftheintangibleassetvaluationrelatestotheInSinkEratorbrand,whichisanindefinitelivedintangible.TheCompany’spreliminaryassessmentastotrademarkshavinganindefinitelifewasbasedonanumberoffactors,includingthecompetitiveenvironment,marketshare,brandreputationforqualityandperformanceandproductlifecycles.ThecustomerrelationshipintangiblesofInSinkEratorweremainlyallocatedtoitstraditionaltradedistributors,whichhaveanestimatedusefullifeofupto16yearsbasedonlowhistoricalandprojectedcustomerattritionratesamongitsretailers.Thefinite-livedintangibleassetswillbeamortizedusingastraight-linemethod.TheresultsofInSinkErator’soperationsthathavebeenincludedinourConsolidatedStatementsofIncome(Loss)fromtheacquisitiondatethroughDecember31,2022areasfollows:Twomonthsended,MillionsofdollarsDecember31,2022NetSales$93Earningsbeforeincometaxes4NetEarnings$3NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)120Goodwillof$1.1billionwhichisnotdeductiblefortaxpurposes,arosefromthistransactionandisallocatedtotheNorthAmericareportablesegment,andconsistsofexpectedfutureeconomicbenefitsthatwillarisefromexpectedfutureproductsales,valuecreationopportunities,operatingefficienciesandothersynergiesthatmightresultfromtheacquisition.Theallocationhasbeenmadeonthebasisthattheanticipatedsynergiesidentifiedwillprimarilybenefitthisreportablesegment.DuringtheyearendedDecember31,2022,weincurredtransactionandothercostsinconnectionwiththeacquisitionofapproximately$44millionwhichareincludedinSelling,generalandadministrativeexpenseinourConsolidatedStatementofIncome(Loss).ProFormaFinancialInformationThefollowingtableprovidesproformaresultsofWhirlpool'soperationsfortheyearsendedDecember31,2022and2021,asifInSinkEratorhadbeenacquiredasofJanuary1,2021.Theproformaresultsarenotnecessarilyindicativeoftheresultsthatwouldhaveoccurrediftheacquisitionhadoccurredonthedatesindicatedorthatmayresultinthefuture.YearendedDecember31,Millionsofdollars20222021NetSales$20,246$22,565NetearningsavailabletoWhirlpool$(1,493)$1,716Theseproformaamountshavebeencalculatedapplyingthecompany’saccountingpoliciesandmakingcertainadjustments,whichprimarilyinclude:(i)depreciationadjustmentsrelatingtofairvaluestep-upstoproperty,plantandequipment;(ii)amortizationadjustmentsrelatingtofairvalueestimatesofacquiredintangibleassets;(iii)incrementalinterestexpenseassociatedwiththe$2.5billiontermloanborrowingtofundtheacquisitionandamortizationofrelateddebtissuancecosts;and(iv)transactionanddebtfinancingrelatedcostsofapproximately$44millionrecordedinselling,generalandadministrativeexpense.Proformaresultsdonotincludeanyanticipatedcostsavingsorothereffectsoftheintegrationoftheacquisition.RussiaSaleTransactionOnJune27,2022,WhirlpoolEMEASpA,asubsidiaryoftheCompany,enteredintoasharepurchaseagreementtoselltheCompany’sRussianbusinesstoArçelikA.Ş.(“Arcelik”),subjecttocustomaryconditionsatclosing.ThesaleincludedtheentiretyoftheCompany’soperationsinRussia,includingtheCompany’smanufacturingfacilityinLipetsk,Russia,andthesalesorganizationinMoscow,Russia,aswellassalesoperationsinKazakhstanandotherselectCIScountries.OnAugust31,2022,wecompletedthesaletoArcelik.TheconsiderationincludescontingentconsiderationbasedonfuturebusinessandotherconditionsoftheRussianoperations.WewillrecognizethebenefitofthecontingentconsiderationwhenreceivedduetotheuncertaintyintheRussianmarketplace.Additionally,thecontingentconsiderationissubjecttoacapbasedontheagreednetassetvalueoftheRussianbusinessof€261millionatclosing(approximately$262millionatAugust31,2022).Inconnectionwiththesale,werecordedalossondisposalof$346millioninthesecondquarterof2022.Thelossincludesachargeof$333millionforthewrite-downofthenetassetsofthedisposalgrouptofairvalueand$13millionofcumulativecurrencytranslationadjustments.OntheclosingdateofAugust31,2022,werecordedanimmaterialadjustmenttothefinallossamount,resultinginatotallossof$348millionfortheninemonthsendedSeptember30,2022.TheRussiabusinesswasreportedwithinourEMEAreportablesegmentandmetthecriteriaforheldforsaleaccountingduringthesecondquarterof2022.TheoperationsofRussiadidnotmeetthecriteriatobepresentedasdiscontinuedoperations.EarningsbeforeincometaxesforRussiawerenotmaterialfortheperiodspresented.NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)121ForadditionalinformationseeNote11totheConsolidatedFinancialStatements.WhirlpoolChinaDivestmentOnAugust25,2020,GuangdongGalanzHouseholdAppliancesManufacturingCo.,Ltd.(“Galanz”)announceditsintentiontopursueatenderofferformajoritycontrolofWhirlpoolChinaCo.Ltd.(“WhirlpoolChina”),amajority-ownedsubsidiaryoftheCompanywithshareslistedontheShanghaiStockExchange.Initsannouncement,GalanznotedthatitexpectedtoofferRMB5.23pershare(approximately$0.76pershareasofAugust25,2020)toobtainnolessthan51%andnomorethan61%ofWhirlpoolChina’soutstandingshares.ThissharepriceofferwasequaltothedailyweightedaveragetradingpriceforWhirlpoolChinastockoverthe30tradingdayspriortotheannouncement.Inthefirstquarterof2021,ourBoardofDirectorsapprovedthesaleofWhirlpoolChina,whichwasreportedwithinourAsiareportablesegmentandmetthecriteriaforheldforsaleaccountingduringthefirstquarterof2021.TheoperationsofWhirlpoolChinadidnotmeetthecriteriatobepresentedasdiscontinuedoperations.OnMay6,2021,thetenderofferwascompletedandthesharetransferwasexecutedforaconsiderationofRMB1.25billion(approximately$193milliononthedateofcompletion).Subsequenttothesharetransfer,theCompanyholdsanequityinterestof20%inWhirlpoolChina.Inconnectionwiththesale,werecordedagain,netoftransactionandothercosts,of$284millionduringthesecondquarterof2021.ThegainonsaleisequaltothedifferencebetweenthetotaltransactionamountandcarryingvalueofWhirlpoolChina,whichincludes$74millionofcumulativeforeigncurrencytranslationadjustmentsand$80millionofgoodwillallocatedtothedisposalgroup.Thetotaltransactionamountincludes$193millionofconsiderationreceivedfromthesaleofWhirlpoolChinashares,$214millionforthefairvalueoftheinterestretainedandthe$783millioncarryingvalueoftheequityinterestinWhirlpoolChina.ThefairvalueoftheinterestretainedwasbasedontheownershipamountandthestockpriceofWhirlpoolChinaasoftheclosingdateofthetransactionandweaccountfortheremainingminorityinterestundertheequitymethodofaccountingasofJune30,2021.EarningsbeforeincometaxespriortothesharetransferofWhirlpoolChinawerenotmaterialtotheCompanyfortheperiodspresented.TurkeySubsidiaryDivestmentOnMay17,2021,weenteredintoasharetransferagreementwithArceliktosellourTurkishsubsidiaryforacashpurchasepriceof€78million(approximately$93millionasofJune,302021),subjecttocustomaryadjustmentsatclosing.OnJune30,2021,wecompletedthesaleoftheTurkishsubsidiary.Inconnectionwiththesale,werecordedalossondisposalof$164millionasofJune30,2021.Thelossincludesachargeof$40millionforthewrite-downoftheassetsofthedisposalgrouptofairvalueandallocatedgoodwill,and$124millionofcumulativeforeigncurrencytranslationadjustmentsincludedinthecarryingamountofthedisposalgroup.Duringthethirdquarterof2021,amountsforworkingcapitalandothercustomarypost-closingadjustmentswerefinalizedandanadditional$13millionlossrelatedtothesaleofbusinesswasrecorded.TheTurkishsubsidiary,whoseprimaryassetwasamanufacturingplant,wasreportedwithinourEMEAreportablesegment.TheoperationsofTurkeydidnotmeetthecriteriatobepresentedasdiscontinuedoperations.EarningsbeforeincometaxesforTurkeywerenotmaterialfortheperiodspresented.SeeNote11totheConsolidatedFinancialStatementsforadditionalinformation.NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)122ITEM9.CHANGESINANDDISAGREEMENTSWITHACCOUNTANTSONACCOUNTINGANDFINANCIALDISCLOSURENone.ITEM9A.CONTROLSANDPROCEDURESDisclosurecontrolsandprocedures.Whirlpoolmaintainsdisclosurecontrolsandprocedures(asdefinedinRule13a-15(e)oftheSecuritiesExchangeActof1934,asamended(the"SecuritiesExchangeAct"))thataredesignedtoprovidereasonableassurancethatinformationrequiredtobedisclosedinourfilingsundertheSecuritiesExchangeActisrecorded,processed,summarized,andreportedwithintheperiodsspecifiedintherulesandformsoftheSECandthatsuchinformationisaccumulatedandcommunicatedtoWhirlpool'smanagement,includingitsChiefExecutiveOfficerandChiefFinancialOfficer,asappropriate,toallowtimelydecisionsregardingrequireddisclosure.Priortofilingthisreport,wecompletedanevaluationunderthesupervisionandwiththeparticipationofWhirlpoolmanagement,includingtheChiefExecutiveOfficerandChiefFinancialOfficer,oftheeffectivenessofthedesignandoperationofourdisclosurecontrolsandproceduresasofDecember31,2022.Basedonthisevaluation,theChiefExecutiveOfficerandChiefFinancialOfficerconcludedthatourdisclosurecontrolsandprocedureswereeffectiveatthereasonableassurancelevelasofDecember31,2022.Management'sannualreportoninternalcontroloverfinancialreporting.PursuanttoSection404oftheSarbanes-OxleyActof2002andtherulesandregulationsadoptedpursuantthereto,weincludedareportofmanagement'sassessmentoftheeffectivenessofourinternalcontroloverfinancialreportingaspartofthisreport.Management'sreportisincludedonpage136ofthisreportunderthecaptionentitled"Management'sReportonInternalControlOverFinancialReporting"andisincorporatedhereinbyreference.OurinternalcontroloverfinancialreportingasofDecember31,2022hasbeenauditedbyErnst&YoungLLP,anindependentregisteredpublicaccountingfirm,asstatedintheirreport,whichisincludedonpage137ofthisreportunderthecaptionentitled"ReportofIndependentRegisteredPublicAccountingFirm"andisincorporatedhereinbyreference.TherewerenochangesinourinternalcontroloverfinancialreportingduringtheyearendedDecember31,2022thathavemateriallyaffected,orarereasonablylikelytomateriallyaffect,ourinternalcontroloverfinancialreporting.ITEM9B.OTHERINFORMATIONNone.ITEM9C.DISCLOSUREREGARDINGFOREIGNJURISDICTIONSTHATPREVENTINSPECTIONSNotApplicable.123PARTIIIITEM10.DIRECTORS,EXECUTIVEOFFICERSANDCORPORATEGOVERNANCEInformationregardingourexecutiveofficersisincludedinITEM1ofPARTIofthisreportunder"InformationAboutOurExecutiveOfficers."Informationregardingthebackgroundofthedirectors,mattersrelatedtotheAuditCommittee,andtheprocessbywhichourshareholdersmayrecommendnomineestoourBoardofDirectorscanbefoundunderthecaptions"DirectorsandNomineesforElectionasDirectors,""BoardofDirectorsandCorporateGovernance-BoardofDirectorsandCommittees,"and"BoardofDirectorsandCorporateGovernance-DirectorNominationsbyStockholders"intheproxystatement,whichwillbefiledpursuanttoSECRegulation14Anotlaterthan120daysaftertheendoftheCompany'sfiscalyearendedDecember31,2022("ProxyStatement").Wehaveadoptedacodeofethicsthatappliestoallofouremployees,officersanddirectors,includingourprincipalexecutiveofficer,principalfinancialofficerandprincipalaccountingofficer.Thetextofourcodeofethics,titled"OurIntegrityManual",ispostedonourwebsiteatwhirlpoolcorp.com/ethics.Whirlpoolintendstodisclosefutureamendmentsto,orwaiversfrom,certainprovisionsofthecodeofethicsforexecutiveofficersanddirectorsonthiswebsitewithinfourbusinessdaysfollowingthedateofsuchamendmentorwaiver.StockholdersmayrequestafreecopyofOurIntegrityManualfrom:InvestorRelationsWhirlpoolCorporation2000NorthM-63MailDrop2609BentonHarbor,MI49022-2692Email:investor_relations@whirlpool.comWhirlpoolhasalsoadoptedCorporateGovernanceGuidelinesandwrittenchartersforitsAudit,Finance,HumanResourcesandCorporateGovernanceandNominatingCommittees,allofwhicharepostedonourwebsite:whirlpoolcorp.com(scrolltothebottomofthemainpageandclickon"Policies.")Stockholdersmayrequestafreecopyofthechartersandguidelinesfromtheaddressoremailaddresssetforthabove.ITEM11.EXECUTIVECOMPENSATIONInformationregardingcompensationofourexecutiveofficersanddirectorscanbefoundunderthecaptions"Non-employeeDirectorCompensation,""CompensationDiscussionandAnalysis,""2022ExecutiveCompensationTables,""PayRatioDisclosure,""CompensationRiskAssessment,"and"HumanResourcesCommitteeInterlocksandInsiderParticipation"intheProxyStatement,whichisincorporatedhereinbyreference.Seealsotheinformationunderthecaption"HumanResourcesCommitteeReport"intheProxyStatement,whichisincorporatedhereinbyreference;however,suchinformationisonly"furnished"hereunderandnotdeemed"solicitingmaterial"or"filed"withtheSECorsubjecttoRegulation14Aor14CortotheliabilitiesofSection18oftheSecuritiesExchangeActof1934.124ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Information regarding the security ownership of any person that we know to beneficially own more than 5% of Whirlpool stock and by each Whirlpool director, each Whirlpool named executive officer, and all directors and executive officers as a group, can be found under the captions "Security Ownership" and "Beneficial Ownership" in the Proxy Statement, which is incorporated herein by reference. Information relating to securities authorized under equity compensation plans can be found under the caption "Equity Compensation Plan Information" in the Proxy Statement, which is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information regarding certain relationships and related transactions (if any) and the independence of Whirlpool's directors, can be found under the captions "Related Person Transactions" and "Board of Directors and Corporate Governance - Board of Directors and Committees" in the Proxy Statement, which is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Information regarding our auditors and the Audit Committee's pre-approval policies can be found under the caption "Matters Relating to Independent Registered Public Accounting Firm" in the Proxy Statement, which is incorporated herein by reference. 125 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) The following documents are filed as a part of this report: 1. Financial statements Consolidated Statements of Income (Loss) Consolidated Statements of Comprehensive Income (Loss) Consolidated Balance Sheets Consolidated Statements of Cash Flows Consolidated Statements of Changes in Stockholders' Equity Notes to the Consolidated Financial Statements Report by Management on the Consolidated Financial Statements Report of Independent Registered Public Accounting Firm PAGE 58 59 60 61 62 63 135 137 2. Financial Statement Schedules - "Schedule II - Valuation and Qualifying Accounts" is contained on page 143 of this report. Certain schedules for which provisions are made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted. (b) The exhibits listed in the "Exhibit Index" is contained on page 127 of this report. (c) Individual financial statements of the registrant's affiliated foreign companies, accounted for by the equity method, have been omitted since no such company individually constitutes a significant subsidiary. ITEM 16. Form 10-K Summary None. 126 ANNUAL REPORT ON FORM 10-K ITEMS 15(a)(3) and 15(b) EXHIBIT INDEX YEAR ENDED DECEMBER 31, 2022 The following exhibits are submitted herewith or incorporated herein by reference in response to Items 15(a)(3) and 15(b). Each exhibit that is considered a management contract or compensatory plan or arrangement required to be filed pursuant to Item 15(a)(3) of Form 10-K is identified by a "(Z)." Number and Description of Exhibit 2(i)** 2(ii)** Purchase Agreement dated April 24, 2018 by and among Whirlpool Corporation, certain subsidiaries thereof, and Nidec Corporation [Incorporated by reference from Exhibit 2.1 to the Company's Form 8-K (Commission file number 1-3932) filed on April 24, 2018] Amendment dated May 3, 2019 to Purchase Agreement dated April 24, 2018 by and among Whirlpool Corporation, certain subsidiaries thereof, and Nidec Corporation [Incorporated by reference from Exhibit 2.1 to the Company's Form 10-Q (Commission file number 1-3932) for the quarter ended June 30, 2019] Asset and Stock Purchase Agreement between Emerson Electric Co. and Whirlpool Corporation, dated August 7, 2022 [Incorporated by reference from Exhibit 2.1 to the Company's Form 8-K (Commission file number 1-3932) filed August 10, 2022] 2(iii)** Contribution Agreement dated January 16, 2023 by and among Whirlpool Corporation, Whirlpool EMEA Holdings LLC, Arçelik A.Ş., Beko Europe B.V. and Ardutch B.V. [Incorporated by reference from Exhibit 2.1 to the Company's Form 8-K (Commission file number 1-3932) filed January 17, 2023] 2(iv)** 3(i) 3(ii) 4(i) 4(ii) 4(iii) 4(iv) Restated Certificate of Incorporation of Whirlpool Corporation (amended and restated as of April 22, 2009) [Incorporated by reference from Exhibit 3.1 to the Company's Form 8-K (Commission file number 1-3932) filed on April 23, 2009] By-Laws of Whirlpool Corporation (amended and restated effective October 18, 2016) [Incorporated by reference from Exhibit 3.2 to the Company's Form 8-K (Commission file number 1-3932) filed on October 21, 2016] The registrant hereby agrees to furnish to the Securities and Exchange Commission, upon request, a copy of instruments defining the rights of holders of each issue of long-term debt of the registrant and its subsidiaries. Indenture dated as of April 15, 1990 between Whirlpool Corporation and Citibank, N.A. [Incorporated by reference from Exhibit 4(a) to the Company's Registration Statement on Form S-3 (Commission file number 33-40249) filed on May 6, 1991] Indenture dated as of March 20, 2000 between Whirlpool Corporation and U.S. Bank, National Association (as successor to Citibank, N.A.) [Incorporated by reference from Exhibit 4(a) to the Company's Registration Statement on Form S-3 (Commission file number 333-32886) filed on March 21, 2000] Indenture dated as of June 15, 1987 between Maytag Corporation and The First National Bank of Chicago [Incorporated by reference from Maytag Corporation's Quarterly Report on Form 10-Q (Commission file number 1-00655) for the quarter ended June 30, 1987] 127 4(v) 4(vi) 4(vii) 4(viii) 4(ix) 10(i)(a) 10(i)(b) 10(iii)(a) 10(iii)(b) 10(iii)(c) Ninth Supplemental Indenture dated as of October 30, 2001 between Maytag Corporation and Bank One, National Association [Incorporated by reference from Exhibit 4.1 to Maytag Corporation's Form 8-K (Commission file number 1-00655) filed on October 31, 2001] Tenth Supplemental Indenture dated as of December 30, 2010, between Maytag Corporation, Whirlpool Corporation and The Bank of New York Mellon Trust Company, N.A. [Incorporated by reference from Exhibit 4(vi) to the Company's Annual Report on Form 10-K (Commission file number 1-3932) for the fiscal year ended December 31, 2010] Indenture, dated November 2, 2016, among Whirlpool Finance Luxembourg S.à. r.l., Whirlpool Corporation and U.S. Bank National Association [Incorporated by reference from Exhibit 4.1 to the Company's Form 8-K (Commission file number 1-3932) filed on November 2, 2016] Description of Whirlpool Corporation's securities [Incorporated by reference from Exhibit 4(viii) to the Company's Annual Report on Form 10-K (Commission file number 1-3932) for the fiscal year ended December 31, 2021] Indenture, dated February 21, 2020, among Whirlpool EMEA Finance S.à. r.l., Whirlpool Corporation and U.S. National Bank Association [Incorporated by reference from Exhibit 4.1 to the Company’s Form 8-K (Commission file number 1-3932) filed on February 21, 2020]. Fifth Amended and Restated Long Term Credit Agreement dated as of May 3, 2022 among Whirlpool Corporation, the other borrowers party thereto, the lenders party JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as thereto, Syndication Agent, and BNP Paribas, Mizuho Bank, Ltd. and Wells Fargo Bank, National Association, as Documentation Agents [Incorporated by reference from Exhibit 10.1 to the Company's Form 10-Q (Commission file number 1-3932) for the quarter ended June 30, 2022] Term Loan Agreement dated as of September 23, 2022 among Whirlpool Corporation, Sumitomo Mitsui Banking Corporation, as Administrative Agent and Syndication Agent and as lender, and certain other financial institutions [Incorporated by reference from Exhibit 10.2 to the Company's Form 10-Q (Commission file number 1-3932) for the quarter ended September 30, 2022] Whirlpool Corporation Nonemployee Director Stock Ownership Plan (amended as of February 16, 1999, effective April 20, 1999) (Z) [Incorporated by reference from Exhibit A to the Company's Proxy Statement (Commission file number 1-3932) for the 1999 annual meeting of stockholders] Whirlpool Corporation Charitable Award Contribution and Additional Life Insurance Plan for Directors (effective April 20, 1993) (Z) [Incorporated by reference from Exhibit 10(iii)(p) to the Company's Annual Report on Form 10-K (Commission file number 1-3932) for the fiscal year ended December 31, 1994] Whirlpool Corporation Deferred Compensation Plan for Directors (as amended effective January 1, 1992 and April 20, 1993) (Z) [Incorporated by reference from Exhibit 10(iii)(f) to the Company's Annual Report on Form 10-K (Commission file number 1-3932) for the fiscal year ended December 31, 1993] 128 10(iii)(d) Whirlpool Corporation Deferred Compensation Plan II for Non-Employee Directors (as amended and restated, effective January 1, 2009) (Z) [Incorporated by reference from Exhibit 10(iii)(e) to the Company's Annual Report on Form 10-K (Commission file number 1-3932) for the fiscal year ended December 31, 2008] 10(iii)(e) Whirlpool Corporation Nonemployee Director Equity Plan (effective January 1, 2005) (Z) [Incorporated by reference from Exhibit 99.1 to the Company's Form 8-K (Commission file number 1-3932) filed on April 21, 2005] 10(iii)(f) Amendment of the Whirlpool Corporation Nonemployee Director Equity Plan (effective January 1, 2008) (Z) [Incorporated by reference to Exhibit 10(iii)(a) to the Company's Quarterly Report on Form 10-Q (Commission file number 1-3932) filed on April 24, 2008] 10(iii)(g) Nonemployee Director Stock Option Form of Agreement [Incorporated by reference from Exhibit 10(iii)(b) to the Company's Quarterly Report on Form 10-Q (Commission file number 1-3932) filed on April 24, 2008] (Z) 10(iii)(h) Nonemployee Director Stock Option Form of Agreement [Incorporated by reference from Exhibit 10.2 to the Company's Form 8-K (Commission file number 1-3932) filed on April 26, 2010] (Z) 10(iii)(i) Retention Agreement dated August 17, 2022 between Whirlpool Corporation and Gilles Morel [Incorporated by reference from Exhibit 10.1 to the Company's Form 10-Q (Commission file number 1-3932) for the quarter ended September 30, 2022] 10(iii)(j) 10(iii)(k) 10(iii)(l) 10(iii)(m) 10(iii)(n) 10(iii)(o) Omnibus Equity Plans 409A Amendment (Z) [Incorporated by reference from Exhibit 10(iii)(n) to the Company's Annual Report on Form 10-K (Commission file number 1-3932) for the fiscal year ended December 31, 2008] (effective December 19, 2008) Whirlpool Corporation 2010 Omnibus Stock and Incentive Plan (Z) [Incorporated by reference from Exhibit 10.1 to the Company's Form 8-K (Commission file number 1-3932) filed on April 26, 2010] Whirlpool Corporation Amended and Restated 2010 Omnibus Stock and Incentive Plan (Z) [Incorporated by reference from Exhibit 10.1 to the Company's Registration Statement on Form S-8 (Commission file number 333-187948) filed on April 16, 2013] Form of Agreement for the Whirlpool Corporation Career Stock Grant Program (pursuant to one or more of Whirlpool's Omnibus Stock and Incentive Plans) (Z) [Incorporated by reference from Exhibit 10(iii)(q) to the Company's Annual Report on Form 10-K (Commission file number 1-3932) for the fiscal year ended December 31, 1995] Form of Amendment to Whirlpool Corporation Career Stock Grant Agreement (Z) [Incorporated by reference from Exhibit 10(iii)(p) to the Company's Annual Report on Form 10-K (Commission file number 1-3932) for the fiscal year ended December 31, 2008] Form of Stock Option Grant Document for the Whirlpool Corporation Stock Option Program (pursuant to one or more of Whirlpool's Omnibus Stock and Incentive Plans)(Rev. 02/17/04) to the Company's Form 8-K (Commission file number 1-3932) filed on January 25, 2005] [Incorporated by reference from Exhibit 10(i) (Z) 129 10(iii)(p) Form of Restricted Stock Unit Agreement (pursuant to one or more of Whirlpool's Omnibus Stock and Incentive Plans) (Z) [Incorporated by reference from Exhibit 10.1 to the Company's Form 8-K (Commission file number 1-3932) filed on June 21, 2010] 10(iii)(q) Whirlpool Corporation 2010 Omnibus Stock and Incentive Plan Restricted Stock Unit Award (Z) [Incorporated by reference from Exhibit 10(iii)(a) to the Company's Form 10- Q (Commission file number 1-3932) for the quarter ended March 31, 2011] 10(iii)(r) 10(iii)(s) 10(iii)(t) 10(iii)(u) 10(iii)(v) Whirlpool Corporation 2010 Omnibus Stock and Incentive Plan Strategic Excellence Program Performance Unit Award (Z) [Incorporated by reference from Exhibit 10(iii)(b) to the Company's Form 10-Q (Commission file number 1-3932) for the quarter ended March 31, 2011] Whirlpool Corporation 2010 Omnibus Stock and Incentive Plan Strategic Excellence Program Stock Option Grant (Z) [Incorporated by reference from Exhibit 10(iii)(c) to the Company's Form 10-Q (Commission file number 1-3932) for the quarter ended March 31, 2011] Whirlpool Corporation 2010 Omnibus Stock and Incentive Plan Strategic Excellence Program Restricted Stock Unit Award (Z) [Incorporated by reference from Exhibit 10(iii)(d) to the Company's Form 10-Q (Commission file number 1-3932) for the quarter ended March 31, 2011] Whirlpool Corporation 2010 Omnibus Stock and Incentive Plan Strategic Excellence Program Stock Option Grant Document (Z) [Incorporated by reference from Exhibit 10(iii)(a) to the Company's form 10-Q (Commission file number 1-3932) for the quarter ended March 31, 2012] Whirlpool Corporation 2010 Omnibus Stock and Incentive Plan Strategic Excellence Program Performance Restricted Stock Unit / Performance Unit Grant Document (Z) [Incorporated by reference from Exhibit 10(iii)(b) to the Company's form 10-Q (Commission file number 1-3932) for the quarter ended March 31, 2012] 10(iii)(w) Whirlpool Corporation Amended and Restated 2010 Omnibus Stock and Incentive Plan Strategic Excellence Program Performance Unit Award for Executive Chairman (Z) [Incorporated by reference from Exhibit 10.2 to the Company's Form 10-Q (Commission file number 1-3932) for the quarter ended March 31, 2018] 10(iii)(x) Whirlpool Corporation 2018 Omnibus Stock and Incentive Plan (Z) [Incorporated by reference from Exhibit 10.1 to the Company's Form 8-K (Commission file number 1-3932) filed on April 18, 2018] 10(iii)(y) Form of Compensation and Benefits Assurance Agreements (Z) [Incorporated by reference from Exhibit 10.1 to the Company's Form 8-K (Commission file number 1-3932) filed on August 23, 2010] 10(iii)(z) Whirlpool Corporation Executive Deferred Savings Plan (as amended effective January 1, 1992) (Z) [Incorporated by reference from Exhibit 10(iii)(n) to the Company's Annual Report on Form 10-K (Commission file number 1-3932) for the fiscal year ended December 31, 1993] 10(iii)(aa) Whirlpool Corporation Executive Deferred Savings Plan II (as amended and restated, effective January 1, 2009), including Supplement A, Whirlpool Executive Restoration Plan (as amended and restated, effective January 1, 2009) (Z) [Incorporated by reference from Exhibit 10(iii)(y) to the Company's Annual Report on Form 10-K (Commission file number 1-3932) for the fiscal year ended December 31, 2008] 130 10(iii)(bb) Amendment to the Whirlpool Corporation Executive Deferred Savings Plan II (dated December 21, 2009) (Z) [Incorporated by reference from Exhibit 10(iii)(x) to the Company's Annual Report on Form 10-K (Commission file number 1-3932) for the fiscal year ended December 31, 2009] 10(iii)(cc) Whirlpool Retirement Benefits Restoration Plan (as amended and restated effective to the January 1, 2009) Company's Annual Report on Form 10-K (Commission file number 1-3932) for the fiscal year ended December 31, 2008] [Incorporated by reference from Exhibit 10(iii)(dd) (Z) 10(iii)(dd) Whirlpool Supplemental Executive Retirement Plan (as amended and restated, effective January 1, 2009) (Z) [Incorporated by reference from Exhibit 10(iii)(ee) to the Company's Annual Report on Form 10-K (Commission file number 1-3932) for the fiscal year ended December 31, 2008] 10(iii)(ee) Whirlpool Corporation Form of Indemnity Agreement (Z) [Incorporated by reference from Exhibit 10.1 to the Company's Form 8-K (Commission file number 1-3932) filed on February 23, 2006] 10(iii)(ff) Whirlpool Corporation Performance Excellence Plan (Z) [Incorporated by reference from Exhibit 10(iii)(a) to the Company's Quarterly Report on Form 10-Q (Commission file number 1-3932) for the quarter ended March 31, 2014] 10(iii)(gg) Whirlpool Corporation 2014 Executive Performance Excellence Plan (Z) [Incorporated by reference from Exhibit 10.1 to the Company's Form 8-K (Commission file number 1-3932) filed on April 17, 2014] 10(iii)(hh) Agreement dated May 1, 2012 by and between Whirlpool Corporation and Mr. João Carlos Costa Brega (Z) [Incorporated by reference from Exhibit 10(iii)(ii) to the Company's Annual Report on Form 10-K (Commission file number 1-3932) for the fiscal year ended December 31, 2015] 10(iii)(ii) 10(iii)(jj) Permanent Employment Contract dated April 1, 2019, between Whirlpool EMEA S.p.A. and Gilles Morel (Z) [Incorporated by reference from Exhibit 10(iii)(ii) to the Company’s Annual Report on Form 10-K (Commission file number 1-3932) for the fiscal year ended December 31, 2019] Whirlpool Corporation 2018 Omnibus Stock and Incentive Plan Strategic Excellence Program Performance Restricted Stock Unit Award Document (Z) [Incorporated by reference from Exhibit 10.1 to the Company's Form 10-Q (Commission file number 1-3932) for the quarter ended March 31, 2019] 10(iii)(kk) Whirlpool Corporation 2018 Omnibus Stock and Incentive Plan Strategic Excellence Program Stock Option Grant Document (Z) [Incorporated by reference from Exhibit 10.2 to the Company's Form 10-Q (Commission file number 1-3932) for the quarter ended March 31, 2019] 10(iii)(ll) Whirlpool Corporation 2018 Omnibus Stock and Incentive Plan Strategic Excellence Program Restricted Stock Unit Award Document (Z) [Incorporated by reference from Exhibit 10.3 to the Company's Form 10-Q (Commission file number 1-3932) for the quarter ended March 31, 2019] 131 10(iii)(mm) Aircraft Time Sharing Agreement dated as of July 29, 2019 by and between Whirlpool Corporation and Marc Bitzer [Incorporated by reference from Exhibit 10.1 to the Company's Form 10-Q (Commission file number 1-3932) for the quarter ended September 30, 2019] 10(iii)(nn) Amendment dated February 14, 2022 to the Whirlpool Corporation 2018 Omnibus Stock and Incentive Plan (Z) [Incorporated by reference from Exhibit 10.1 to the Company's Form 10-Q (Commission file number 1-3932) for the quarter ended March 31, 2022] 10(iii)(oo) Whirlpool Corporation 2018 Omnibus Stock and Incentive Plan Strategic Excellence Program Performance Restricted Stock Unit Award Document (Z) [Incorporated by reference from Exhibit 10.2 to the Company's Form 10-Q (Commission file number 1-3932) for the quarter ended March 31, 2022] 10(iii)(pp) Whirlpool Corporation 2018 Omnibus Stock and Incentive Plan Strategic Excellence Program Stock Option Award Document (Z) [Incorporated by reference from Exhibit 10.3 to the Company's Form 10-Q (Commission file number 1-3932) for the quarter ended March 31, 2022] 10(iii)(qq) Amendment dated February 14, 2022 to the Whirlpool Corporation Executive Performance Excellence Plan (Z) [Incorporated by reference from Exhibit 10.4 to the Company's Form 10-Q (Commission file number 1-3932) for the quarter ended March 31, 2022] 10(iii)(rr) Amendment dated February 14, 2022 to the Whirlpool Corporation Executive Deferred Savings Plan II (Z) [Incorporated by reference from Exhibit 10.5 to the Company's Form 10-Q (Commission file number 1-3932) for the quarter ended March 31, 2022] 10(iii)(ss) Amendment dated February 14, 2022 to the Whirlpool Corporation Supplemental Executive Retirement Plan (Z) [Incorporated by reference from Exhibit 10.6 to the Company's Form 10-Q (Commission file number 1-3932) for the quarter ended March 31, 2022] 10(iii)(tt)* Whirlpool Corporation Executive Deferred Savings Plan II (as amended and restated, effective January 1, 2023) (Z) 18.1 21* 22* 23* 24* 31.1* 31.2* Letter from Ernst & Young LLP dated April 22, 2021 [Incorporated by reference from Exhibit 18.1 to the Company’s Form 10-Q (Commission file number 1-3932) for the quarter ended March 31, 2021] List of Subsidiaries List of Guarantors and Subsidiary Issuers of Guaranteed Securities Consent of Independent Registered Public Accounting Firm Power of Attorney Certification of Chief Executive Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Chief Financial Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 132 32* Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS* XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed Herewith ** Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S- K. The Company will furnish supplementally copies of such omitted schedules (or similar attachments) to the Securities and Exchange Commission upon request. 133 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. WHIRLPOOL CORPORATION (Registrant) By: /s/ JAMES W. PETERS February 10, 2023 James W. Peters Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. Signature Title /s/ MARC R. BITZER Marc R. Bitzer /s/ JAMES W. PETERS James W. Peters /s/ CHRISTOPHER S. CONLEY Christopher S. Conley SAMUEL R. ALLEN* Samuel R. Allen GREG CREED* Greg Creed GARY T. DICAMILLO* Gary T. DiCamillo DIANE M. DIETZ* Diane M. Dietz GERRI T. ELLIOTT* Gerri T. Elliott JENNIFER A. LACLAIR* Jennifer A. LaClair JOHN D. LIU* John D. Liu JAMES M. LOREE* James M. Loree HARISH MANWANI* Harish Manwani PATRICIA K. POPPE* Patricia K. Poppe LARRY O. SPENCER* Larry O. Spencer MICHAEL D. WHITE* Michael D. White Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) Executive Vice President and Chief Financial Officer (Principal Financial Officer) Vice President and Corporate Controller (Principal Accounting Officer) Director Director Director Director Director Director Director Director Director Director Director Director *By: /s/ JAMES W. PETERS Attorney-in-Fact February 10, 2023 James W. Peters 134 REPORT BY MANAGEMENT ON THE CONSOLIDATED FINANCIAL STATEMENTS The management of Whirlpool Corporation has prepared the accompanying financial statements. The financial statements have been audited by Ernst & Young LLP, an independent registered public accounting firm, whose report, based upon their audits, expresses the opinion that these financial statements present fairly the consolidated financial position, statements of income and cash flows of Whirlpool and its subsidiaries in accordance with accounting principles generally accepted in the United States. Their audits are conducted in conformity with the auditing standards of the Public Company Accounting Oversight Board (United States). The financial statements were prepared from the Company's accounting records, books and accounts which, in reasonable detail, accurately and fairly reflect all material transactions. The Company maintains a system of internal controls designed to provide reasonable assurance that the Company's books and records, and the Company's assets are maintained and accounted for, in accordance with management's authorizations. The Company's accounting records, compliance with policies and internal controls are regularly reviewed by an internal audit staff. (2) the independent The audit committee of the Board of Directors of the Company is composed of six independent directors who, in the opinion of the board, meet the relevant financial experience, literacy, and expertise requirements. The audit committee provides independent and objective oversight of the Company's accounting functions and internal controls and monitors (1) the integrity of the the Company's compliance with legal and regulatory Company's financial statements, requirements, registered public accounting firm's qualifications and (3) independence, and (4) the performance of the Company's internal audit function and independent registered public accounting firm. the committee has the responsibility to review and discuss the annual audited financial statements and quarterly financial statements and related reports with management and the independent registered public accounting firm, including the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations," to monitor the adequacy of financial disclosure. The committee also has the responsibility to retain and terminate the Company's independent registered public accounting firm and exercise the committee's sole authority to review and approve all audit engagement fees and terms and pre-approve the nature, extent, and cost of all non-audit services provided by the independent registered public accounting firm. In performing these functions, JAMES W. PETERS /s/ James W. Peters Executive Vice President and Chief Financial Officer February 10, 2023 135 MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING The management of Whirlpool Corporation is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a – 15(f) and 15d – 15(f) under the Securities Exchange Act of 1934. Whirlpool's internal control system is designed to provide reasonable assurance to Whirlpool's management and board of directors regarding the reliability of financial reporting and the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. The management of Whirlpool assessed the effectiveness of Whirlpool's internal control over financial reporting as of December 31, 2022. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013 Framework). Based on the assessment and those criteria, management believes that Whirlpool maintained effective internal control over financial reporting as of December 31, 2022. Management's assessment of internal control over financial reporting as of December 31, 2022 excludes the internal control over financial reporting related to InSinkErator (acquired in the fourth quarter of 2022), which is included in the 2022 consolidated financial statements of Whirlpool Corporation. represented approximately 2% of our total assets at December 31. 2022. InSinkErator’s total revenues since the acquisition date represented less than 1% of our total consolidated revenues for the year ended December 31, 2022. total assets, excluding goodwill and intangibles, InSinkErator’s Whirlpool's independent registered public accounting firm has issued an audit report on its assessment of Whirlpool's internal control over financial reporting. This report appears on page 141. /s/ MARC R. BITZER Marc R. Bitzer Chairman of the Board, President and Chief Executive Officer February 10, 2023 JAMES W. PETERS /s/ James W. Peters Executive Vice President and Chief Financial Officer February 10, 2023 136 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Whirlpool Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Whirlpool Corporation (the Company) as of December 31, 2022 and 2021, the related consolidated statements of income (loss), comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the index at Item 15(a) (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial position of the Company at December 31, 2022 and 2021, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles. the consolidated financial statements present in all material respects, fairly, We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 10, 2023 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. 137 Valuation of Maytag and JennAir Indefinite Lived Intangible Assets Description of the Matter At December 31, 2022, the balance of the Maytag and JennAir indefinite lived intangible assets was $1 billion and $304 million, respectively. As discussed in Note 1, Note 6, and Note 11 to the consolidated financial statements, indefinite lived intangible assets are tested for impairment at least annually or when impairment indicators are present at the intangible asset level. How We Addressed the Matter in Our Audit Auditing management’s assessment of the estimated fair value of the Maytag and JennAir indefinite lived intangible assets was complex and required the involvement of valuation specialists due to the judgmental nature of the assumptions used in the valuation process. The fair value estimate was sensitive to significant assumptions including future revenue, royalty rate and discount rate. We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s indefinite lived intangible asset fair value assessment process. This included testing controls over management’s review over the projected financial information and significant assumptions used in the valuation model as well as controls over the carrying value of the Maytag and JennAir indefinite lived intangibles. To test the estimated fair value of the Maytag and JennAir indefinite lived intangible assets, we performed audit procedures that included, among others, assessing methodologies used in the model and testing the significant assumptions discussed above. This included comparing the significant assumptions used by management to current industry and economic trends, changes to the Company’s business model, customer base or product mix and other relevant factors. We assessed the reasonableness of management’s projections used in the fair value calculation and obtained support for initiatives supporting these projections. We also compared previous forecasts to actual results to assess management’s forecasting process. To assess the discount rate, we reviewed the methodology used by the Company and considered each input relative to current economic factors. in evaluating the significant We involved valuation specialists to assist assumptions and methodologies. We performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the indefinite lived intangible asset from changes in the assumptions. In addition, we tested the mathematical accuracy of the model. that would result 138 Description of the Matter Valuation of Unrecognized Income Tax Benefits As of December 31, 2022, the Company has Unrecognized Income Tax Benefits of $589 million as described in Note 15 to the consolidated financial statements. The Company records the benefits of an uncertain tax position in the consolidated financial statements after determining it is more likely than not that the uncertain tax position will be sustained upon examination based on its technical merits. Auditing management’s accounting and disclosure for these unrecognized tax benefits was complex because the evaluation is based on interpretations of is subjective, and requires significant domestic and international tax laws, judgement. How We Addressed the Matter in Our Audit We identified and tested controls that address the risk of material misstatement relating to the valuation of these income tax matters. This included, among others, testing controls over the Company’s process to assess the technical merits and measurement of these positions. We also tested the Company’s process to determine the disclosure for these matters. With the assistance of our income tax professionals, we performed audit procedures that included, among others, evaluating the technical merits, measurement and related disclosure for the Company’s positions. For example, we assessed the inputs utilized and the conclusions reached in the assessments performed by management. We also examined the Company’s communications with the relevant tax authorities and read the minutes of the meetings of the committees of the board of directors. In addition, we used our knowledge of historical settlement activity, tax laws, and other market information to evaluate the technical merits of the Company’s positions. 139 Description of the Matter Revenue Recognition - Completeness and Valuation of Customer Sales Incentives (Promotions Liabilities) As of December 31, 2022, the Company’s accrued promotional liability was $623 million. As discussed in Note 2 to the consolidated financial statements, the Company recognizes a reduction to revenue and a corresponding accrued promotional liability based on the amount of customer sales incentives to be paid to trade customers. This estimate is accounted for as a reduction to revenue in the period incurred and primarily calculated using the expected value method. Auditing the accrued promotions liability was complex and subjective due to the large volume of activity, the manual nature of adjustments made to the liability in certain countries, and the inherent estimation uncertainty in the process performed to estimate the reduction to revenue and corresponding promotional liability. In addition, assessing the completeness of the accrual required significant auditor judgment. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the completeness and valuation of the reduction to revenue and corresponding promotional liability. For example, we tested controls over management’s review of adjustments to the accrual, as well as their review of significant assumptions to the accrual, including the validation of third-party sales data. Our audit procedures over completeness and valuation included, among others, testing a sample of key inputs to the promotional liability, including reviewing key customer contractual agreements and third-party sales data. We performed testing over activity subsequent to the balance sheet date to determine the impact, if any, these items have on the 2022 financial statements. In addition, to assess management’s estimation accuracy, we perform a lookback analysis which compares the amount accrued in the prior year to the amount subsequently paid. We also performed analytical procedures on a disaggregated level and performed inquiries of sales personnel and key finance management personnel. /s/ Ernst & Young LLP We have served as the Company's auditor since 1927. Chicago, Illinois February 10, 2023 140 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Whirlpool Corporation Opinion on Internal Control over Financial Reporting We have audited Whirlpool Corporation's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Whirlpool Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria. As indicated in the accompanying Management's Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of InSinkErator, which is included in the 2022 consolidated financial statements of the Company and constituted 2% of total assets as of December 31, 2022, excluding goodwill and intangibles, and less than 1% of revenues for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of InSinkErator. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of income (loss), comprehensive income (loss), stockholders' equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the index at Item 15(a) and our report dated February 10, 2023 expressed an unqualified opinion thereon. Basis for Opinion The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Chicago, Illinois February 10, 2023 141 SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS WHIRLPOOL CORPORATION AND SUBSIDIARIES Years Ended December 31, 2022, 2021 and 2020 (Millions of dollars) Description Allowance for doubtful accounts Year Ended December 31, 2022: Year Ended December 31, 2021: Year Ended December 31, 2020: Deferred tax valuation allowance (2) Balance at Beginning of Period Charged to Cost and and Expenses Deductions(1) Balance at End of Period $ 97 $ 132 132 7 $ 6 42 (55) $ (41) (42) 49 97 132 Year Ended December 31, 2022: Year Ended December 31, 2021: Year Ended December 31, 2020: 412 195 214 (1) With respect to allowance for doubtful accounts, the amounts represent accounts charged off, net of translation 195 $ 214 192 222 $ (20) 12 (5) $ 1 10 $ adjustments and transfers. Recoveries were nominal for 2022, 2021 and 2020. (2) For additional information about our deferred tax valuation allowances, refer to Note 15 to the Consolidated Financial Statements. 142 [THIS PAGE INTENTIONALLY LEFT BLANK] 143 [THIS PAGE INTENTIONALLY LEFT BLANK] Stockholder and Other Information Whirlpool Corporation’s Annual Report on Form 10-K and other financial information is available free of charge to stockholders. The information contained in this Annual Report should be read together with Whirlpool Corporation’s Financial Statements and related notes and “Management’s Discussion and Analysis” and “Forward-Looking Statements.” This information appears in the company’s 2022 Annual Report on Form 10-K filed with the Securities and Exchange Commission, which is included herewith and available on the company’s website at Investors. WhirlpoolCorp.com. The Annual Report on Form 10-K and company earnings releases for each quarter—typically issued in April, July, October and January—can be obtained by contacting: Willyam K. Thomas Senior Director, Investor Relations Whirlpool Corporation 2000 N. M-63, Mail Drop 2609 Benton Harbor, MI 49022-2692 Email: investor_relations@whirlpool.com Stock Exchanges Common stock of Whirlpool Corporation (exchange symbol: WHR) New York Stock Exchange and NYSE Chicago. Trademarks Acros, affresh, Amana, Ariston, Artisan, Bauknecht, Brastemp, Care Counts, Consul, Elica, Eslabon de Lujo, Everydrop, Gladiator, Hotpoint*, Ignis, Indesit, InSinkErator, JennAir, KitchenAid, Load & Go, Maytag, Privileg, Roper, Speed Queen, Swash, Whirlpool, Yummly and the design of the stand mixer are trademarks of Whirlpool Corporation or its wholly or majority-owned affiliates. *Whirlpool Corporation ownership of the Hotpoint brand in EMEA and Asia Pacific regions is not affiliated with the Hotpoint brand sold in the Americas. United Way, Habitat for Humanity International, Boys & Girls Clubs of America and certain other trademarks are owned by their respective companies. Whirlpool Corporation Please visit our online Annual Report at WhirlpoolCorp.com/2022Annual

Continue reading text version or see original annual report in PDF format above