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 Corporation As 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 REPORT In 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 Corporation Strategic 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 REPORT Life 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 Corporation Our 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 REPORT CASH 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 Corporation Regional 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 REPORT Our 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 Corporation BRASTEMP
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 REPORT Our 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 Corporation NAMED 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 REPORT Our 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 Corporation 38,000 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 REPORT Our 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 REPORT Governance
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 Corporation EXECUTIVE 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 REPORT 2022 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 Corporation Our 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 Corporation PERFORMANCE 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
3 PART 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.5 Reconciliations to equivalent GAAP net earnings measures are not provided as EBIT percentages
presented above represent our expectations for these business lines and are not provided with
respect to results for any specific period.
We are committed to being the best global kitchen and laundry company. Our global footprint
includes a balance of developed countries and emerging markets, including a leading position in
many of the key countries in which we operate. Following the expected divestiture of our European
major domestic appliance business (anticipated in the second half of 2023), we continue to be well
positioned to convert demand into profitable growth.
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.7 Weaimtopositionthesedesirablebrandsacrossmanyconsumersegments.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.8 ValueCreationFrameworkOurlong-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.9 Regional Business Summary
North America
•
In the United States, we market and distribute major home appliances
and other consumer products primarily under the Whirlpool, KitchenAid,
Maytag, Amana, JennAir, affresh, Swash, everydrop and Gladiator brand
names primarily to retailers, distributors and builders, as well as
directly to consumers. 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.
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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.
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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
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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.
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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.
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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.
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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,
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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.
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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
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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
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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.
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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
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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.
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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.
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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,hasresultedin28 uncertaintysurroundingthefuturestateoftheglobaleconomy.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,andany29 failuretocomplywithanysuchregulationsandpolicies,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.30 ITEM1B.UNRESOLVEDSTAFFCOMMENTSNone.ITEM2.PROPERTIESOurprincipalexecutiveofficesarelocatedinBentonHarbor,Michigan.OnDecember31,2022,ourprincipalmanufacturingoperationswerecarriedonat35locationsin10countriesworldwide.Weoccupiedatotalofapproximately68millionsquarefeetdevotedtomanufacturing,service,salesandadministrativeoffices,warehouseanddistributionspace.Over43millionsquarefeetofsuchspacewasoccupiedunderlease.WhirlpoolpropertiesincludefacilitieswhicharesuitableandadequateforthemanufactureanddistributionofWhirlpool'sproducts.TheCompany'sprincipalmanufacturinglocationsbyoperatingsegmentwereasfollows:OperatingSegmentNorthAmericaEurope,MiddleEastandAfricaLatinAmericaAsiaManufacturingLocations12986ITEM3.LEGALPROCEEDINGSInformationregardinglegalproceedingscanbefoundinNote8totheConsolidatedFinancialStatementsandisincorporatedhereinbyreference.ITEM4.MINESAFETYDISCLOSURESNotapplicable.31 PARTIIITEM5.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.32 ITEM7.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.33 RESULTS 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)34 ResultsofOperatingSegmentsOuroperatingsegmentsarebasedupongeographicalregionandaredefinedasNorthAmerica,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)35 NORTH 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)36 LATIN 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)37 Selling,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)39 FORWARD-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)41 MANAGEMENT'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)43 MANAGEMENT'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)45 AtDecember31,2022,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)46 MANAGEMENT'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)54 Weundertakenoobligationtoupdateanyforward-lookingstatement,andinvestorsareadvisedtoreviewdisclosuresinourfilingswiththeSEC.Itisnotpossibletoforeseeoridentifyallfactorsthatcouldcauseactualresultstodifferfromexpectedorhistoricresults.Therefore,investorsshouldnotconsidertheforegoingfactorstobeanexhaustivestatementofallrisks,uncertainties,orfactorsthatcouldpotentiallycauseactualresultstodifferfromforward-lookingstatements.Additionalinformationconcerningtheseandotherfactorscanbefoundin"RiskFactors"inItem1Aofthisreport.MANAGEMENT'SDISCUSSIONANDANALYSISOFFINANCIALCONDITIONANDRESULTSOFOPERATIONS-(CONTINUED)55 ITEM7A.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.56 ITEM8.FINANCIALSTATEMENTSANDSUPPLEMENTARYDATATABLEOFCONTENTSPAGEFINANCIALSTATEMENTSANDSUPPLEMENTARYDATAConsolidatedStatementsofIncome(Loss)58ConsolidatedStatementsofComprehensiveIncome(Loss)59ConsolidatedBalanceSheets60ConsolidatedStatementsofCashFlows61ConsolidatedStatementsofChangesinStockholders'Equity62PAGENOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS1SignificantAccountingPolicies632RevenueRecognition713Leases764Cash,CashEquivalentsandRestrictedCash785Inventories786GoodwillandOtherIntangibles797FinancingArrangements828CommitmentsandContingencies869PensionandOtherPostretirementBenefitPlans9010HedgesandDerivativeFinancialInstruments9811FairValueMeasurements10212Stockholders'Equity10413Share-BasedIncentivePlans10614RestructuringCharges10815IncomeTaxes10916SegmentInformation11417AcquisitionsandDivestitures117ReportofindependentRegisteredPublicAccountingFirm(PCAOBID:42)13757 WHIRLPOOLCORPORATIONCONSOLIDATEDSTATEMENTSOFINCOME(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$16.98Weighted-averagesharesoutstanding(inmillions)Basic55.962.162.7Diluted55.962.963.3TheaccompanyingnotesareanintegralpartoftheseConsolidatedFinancialStatements.58 WHIRLPOOLCORPORATIONCONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME(LOSS)YearEndedDecember31,(Millionsofdollars)202220212020Netearnings(loss)$(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.59 WHIRLPOOL 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.62 NOTES 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)64 NOTES 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)68 NOTES 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)70 Themarketvalueofour20%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)71 1.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)72 disaggregatedrevenuesbygeographicalregions,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)73 Whirlpoolsellscertainextendedservicearrangementsseparatelyfromthesaleofproducts.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)74 ThefollowingtablesummarizesourallowancefordoubtfulaccountsbyoperatingsegmentforthetwelvemonthsendedDecember31,2022.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)76 Manyofourleasesincluderenewaloptionsthatcanextendtheleaseterm.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)77 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
the lease payments used to measure the right-of-use assets and lease liabilities. The residual value
guarantee amounted to $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)80 AnnualimpairmentassessmentWecompletedourannualimpairmentassessmentforotherintangibleassetsasofOctober1,2022.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)81 NOTES 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)83 saleandlease-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)84 ThefollowingtablesummarizesthecarryingvalueofnotespayableatDecember31,2022and2021,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)86 ontheopinionofourtaxandlegaladvisors,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)87 theselawsuitsenteredsummaryjudgementinWhirlpool'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)88 GuaranteesWehaveguaranteearrangementsinaBraziliansubsidiary.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)89 NOTES 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)91 ChangeinPlanAssetsUnitedStatesPensionBenefitsForeignPensionBenefitsOtherPostretirementBenefitsMillionsofdollars202220212022202120222021Fairvalueofplanassets,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)92 OtherChangesinPlanAssetsandBenefitObligationsRecognizedinOtherComprehensiveIncome(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)93 DiscountRateForourUnitedStatespensionandpostretirementbenefitplans,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$40PlanAssetsOuroverallinvestmentstrategyistoachieveanappropriatemixofinvestmentsforlong-termgrowthandfornear-termbenefitpaymentswithawidediversificationofassettypes,fundstrategies,andinvestmentfundmanagers.Thetargetallocationforourplansisapproximately20%ingrowthassetsand80%inimmunizingfixedincomesecurities,withexceptionsforforeignpensionNOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)94 plans.ThefixedincomesecuritiesdurationisintendedtomatchthatofourUnitedStatespensionliabilities.Planassetsarereportedatfairvaluebasedonanexitprice,representingtheamountthatwouldbereceivedtosellanassetinanorderlytransactionbetweenmarketparticipants.Assuch,fairvalueisamarket-basedmeasurementthatshouldbedeterminedbasedonassumptionsthatmarketparticipantswoulduseinpricinganasset.Asabasisforconsideringsuchassumptions,athree-tieredfairvaluehierarchyisestablished,whichprioritizestheinputsusedinmeasuringfairvalueasfollows:(Level1)observableinputssuchasquotedpricesinactivemarkets;(Level2)inputs,otherthanthequotedpricesinactivemarketsthatareobservable,eitherdirectlyorindirectly;and(Level3)unobservableinputsinwhichthereislittleornomarketdata,whichrequirethereportingentitytodevelopitsownassumptions.Certaininvestmentsarevaluedbasedonnetassetvalue(NAV),whichapproximatesfairvalue.Suchbasisisdeterminedbyreferencingtherespectivefund'sunderlyingassets.Therearenounfundedcommitmentsorotherrestrictionsassociatedwiththeseinvestments.Wemanagetheprocessandapprovetheresultsofathird-partypricingservicetovaluethemajorityofoursecuritiesandtodeterminetheappropriatelevelinthefairvaluehierarchy.NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)95 ThefairvaluesofourpensionplanassetsatDecember31,2022and2021,byassetcategorywereasfollows:December31,Quotedprices(Level1)Othersignificantobservableinputs(Level2)Significantunobservableinputs(Level3)NetAssetValueTotalMillionsofdollars2022202120222021202220212022202120222021Cashandcashequivalents$—$—$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)98 ForeignCurrencyandInterestRateRiskWeincurexpensesassociatedwiththeprocurementandproductionofproductsinalimitednumberofcountries,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)99 ThefollowingtablesummarizesouroutstandingderivativecontractsandtheireffectsonourConsolidatedBalanceSheetsatDecember31,2022and2021.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$116(1)Derivativesaccountedforashedgesareconsideredeithercashflow(CF)ornetinvestment(NI)hedges.(2)Foreignexchangeforwards/optionshavedecreasedduetorepaymentofintercompanyloans,exclusionofderivativesheldforsale,andliquidationofnetinvestmenthedgesNOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)100 ThefollowingtablessummarizetheeffectsofderivativeinstrumentsonourConsolidatedStatementsofIncome(Loss)andConsolidatedStatementsofComprehensiveIncome(Loss)fortheyearsendedDecember31,2022and2021:Gain(Loss)RecognizedinOCI(EffectivePortion)(3)Millionsofdollars20222021CashflowhedgesCommodityswaps/options$(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)103 RussiaSaleTransactionDuringthesecondquarterof2022,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$5.8billionatDecember31,2022and2021,respectively,andwasestimatedusingadiscountedcashflowanalysisbasedonincrementalborrowingratesforsimilartypesofborrowingarrangements(Level2input).(12)STOCKHOLDERS'EQUITYComprehensiveIncome(Loss)Comprehensiveincome(loss)primarilyincludes(1)ourreportednetearnings(loss),(2)foreigncurrencytranslation,includingnetinvestmenthedges,(3)changesintheeffectiveportionofouropenderivativecontractsdesignatedascashflowhedges,and(4)changesinourunrecognizedpensionandotherpostretirementbenefits.NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)104 Thefollowingtableshowsthecomponentsofaccumulatedothercomprehensiveincome(loss)availabletoWhirlpoolatDecember31,2020,2021,and2022,andtheactivityfortheyearsthenended:MillionsofdollarsForeignCurrencyDerivativeInstrumentsPensionandPostretirementLiabilityTotalDecember31,2019$(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)$(2,090)NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)105 NetEarningsperShareDilutednetearningspershareofcommonstockincludethedilutiveeffectofstockoptionsandothershare-basedcompensationplans.Basicanddilutednetearningspershareofcommonstockwerecalculatedasfollows:Millionsofdollarsandshares202220212020Numeratorforbasicanddilutedearningspershare–netearnings(loss)availabletoWhirlpool$(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)106 fromthedateofgrantandaresubjecttoforfeitureuponterminationofemployment,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)107 sevenyears.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)108 MillionsofDollarsDecember31,2021ChargetoEarningsCashPaidNon-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$98millionofnettaxexpenseandinterestrelatedtoanunfavorablerulingdiscussedinOtherIncomeTaxMatters.NOTESTOTHECONSOLIDATEDFINANCIALSTATEMENTS-(CONTINUED)109 ThefollowingtablesummarizesthedifferencebetweenanincometaxbenefitandtaxexpenseattheUnitedStatesstatutoryrateof21%in2022,2021,and2020,respectively,andtheincometaxexpenseateffectiveworldwidetaxratesfortherespectiveperiods:Millionsofdollars202220212020Earnings(loss)beforeincometaxesUnitedStates$(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)110 plansdonotdemonstrateaneedtorepatriatethecashtofundourU.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)111 DeferredTaxLiabilitiesandAssetsDeferredincometaxesreflectthenettaxeffectsoftemporarydifferencesbetweenthecarryingamountsofassetsandliabilitiesusedforfinancialreportingpurposesandtheamountsusedforincometaxpurposes.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)112 UnrecognizedTaxBenefitsThefollowingtablerepresentsareconciliationofthebeginningandendingamountofunrecognizedtaxbenefitsthatifrecognizedwouldimpacttheeffectivetaxrate,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)113 NOTES 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)115 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Assets of $3.4 billion associated with our European major domestic appliance business have been
classified as assets held for sale in the fourth quarter of 2022. Remaining assets of the EMEA
operating segment primarily consist of intercompany loans from other Whirlpool entities which
eliminate at total Whirlpool level and assets of the small domestic appliance business.
Assets of $3.0 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)120 Goodwillof$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)121 ForadditionalinformationseeNote11totheConsolidatedFinancialStatements.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)122 ITEM9.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.123 PARTIIIITEM10.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"withtheSECorsubjecttoRegulation14Aor14CortotheliabilitiesofSection18oftheSecuritiesExchangeActof1934.124 ITEM 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
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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