2023
Annual
Report
OUR
VISION
Be the best kitchen and
laundry company, in constant
pursuit of improving
life at home.
OUR
MISSION
Earn trust and create
demand for our brands
in a digital world.
OUR
VALUES
Integrity, Respect, Inclusion
& Diversity, One Whirlpool,
Spirit of Winning.
OVER 110 YEARS OF IMPROVING
LIFE AT HOME
Whirlpool Corporation (NYSE: WHR) 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 and InSinkErator. In 2023, the company
reported approximately $19 billion in annual sales, 59,000 employees and
55 manufacturing and technology research centers. Additional information
about the company can be found at WhirlpoolCorp.com.
$19B
Annual Sales
55
Manufacturing and
Technology Centers
59K
Employees
SALES BY REGION
(in percent)
59%
North America
19%
Europe, Middle East
and Africa
17%
Latin America
5%
Asia
SALES BY CATEGORY
(in percent)
30%
Refrigeration
27%
Laundry Appliances
24%
Cooking Appliances
19%
Dishwashing and Other
1
Whirlpool Corporation 2023 Annual Report
A LETTER TO
SHAREHOLDERS
A Message from Marc Bitzer,
Chairman of the Board and
Chief Executive Officer
“
I want to thank all of
our 59,000 employees
around the world for
relentlessly working to
improve life at home
for our millions of loyal
consumers.”
MARC BITZER
Chairman of the Board and
Chief Executive Officer
2
As I reflect upon our
company during this past
year, I would characterize
our business performance
as solid — given the
challenging industry
dynamics — and at the
same time I feel proud
of the progress of our
Our business performance demonstrated a healthy momentum
throughout the first half of 2023, stabilized in Q3 and was slightly below
our expectations in Q4. Obviously, the macroeconomic environment
was challenging once again. While the inflationary pressure subsided,
the interest/mortgage rate shock essentially froze the housing market
and led to the worst existing home sales in almost three decades.
In a business which is highly dependent on existing home sales for
discretionary demand, we are not immune to these shocks. Despite
this, we still managed to deliver ongoing EBIT(a) margin levels of 6.1%
which translated into ongoing Earnings per Share(a) of $16.16. This
is below the ~6.9% of ongoing EBIT margin and $19.64 ongoing EPS
in 2022 and missed our full-year expectations. Even though we are
not satisfied with these EBIT margins, this still puts us well ahead of
portfolio transformation
almost all of our industry peers.
and advancing our
strategic imperatives.
The progress with our Strategic Imperatives has continued and even
accelerated, yet we are far from having “completed” our strategic
transformation journey.
• We launched a new strategic imperative, “Inspire Generations With
Our Brands,” to fully leverage the strength and opportunities of our
unique brand portfolio.
• Our product leadership score continued improving as part of the
“Win With Product Leadership” imperative.
• The new capabilities created in our “Grow Our Consumer Direct”
imperative enabled a respectable >10% year-over-year D2C growth.
• Finally, our “Build a Competitive and Resilient Supply Chain”
imperative supported our goal of achieving $200 million in logistics
cost take out, while our conversion cost productivity fell somewhat
short of target.
~20%
margin business added with 2023
integration of InSinkErator into
our North America business
3
Whirlpool Corporation 2023 Annual Report We did make relevant progress in our Portfolio Transformation:
This Whirlpool is focused on high-margin and high-growth
A portfolio transformation of the magnitude we have been
embarking upon is by definition a multi-year process. What
started with the divestiture of our Embraco compressor
businesses: our Major Domestic Appliance businesses in
North America, Latin America, India/Pacific and our Small
Domestic Appliance business.
business, the sale of the majority of our China business,
Lastly, I am particularly proud of all the external recognition
and the announcement of our Europe transaction is
we received (beyond the steady improvement of our
reshaping our company in profound ways. In 2023, we
ESG scores), receiving Fortune’s “World’s Most Admired
completed the successful integration of InSinkErator
Companies” for the thirteenth consecutive year and the
into our North America business; this is approximately a
continued placement in the top 40 in Drucker/WSJ’s “Best
20% margin business. Furthermore, in January 2023, we
Managed Companies” list.
announced our agreement with Arcelik to contribute our
As we look forward into the year 2024, we are starting to see
a more favorable macro environment: the inflationary cost
pressures have somewhat eased, and the prospect of lower
mortgage rates will be a catalyst to unlock the U.S. housing
market. While it may take well into the second half of 2024
to see significantly higher existing home sales and new
home completions, we would consider this the beginning of
a favorable multi-year housing cycle.
The last few years have taught us to always be prepared
for external surprises, and we are therefore operationally
focused on managing our cost tightly and expanding our
operating margins. At the same time our capital allocation
priorities are clear — beyond funding our business, our
preeminent focus is on maintaining our strong dividends
and paying down approximately $500 million of acquisition-
related debt.
In closing, let me take this opportunity to thank you, our
shareholders, for your continued trust in us. I also want
to thank all our 59,000 employees around the world for
relentlessly working to improve life at home for our millions
of loyal consumers.
MDA business, with continued 25% ownership in a newly
formed European appliance business and a long-term
Sincerely,
licensing of our Whirlpool brand. We received unconditional
approval of the deal from the European Commission in
October of this year and received provisional clearance but
are waiting final Phase 2 results from the UK Competition
and Markets Authority by the end of Q1/2024. With this
Marc Bitzer
Chairman of the Board and Chief Executive Officer
portfolio transformation underway, we are indeed starting
to see the beginning of a very different Whirlpool.
4
UNIQUE STRUCTURAL
POSITION
STRATEGIC
IMPERATIVES
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 a
strong cost position in the home appliance industry.
INSPIRE
GENERATIONS WITH
OUR BRANDS
Strong Cost Position
Our relentless approach to driving out cost and
complexity has led us to focus on initiatives such
as manufacturing automation, dual supplier
sourcing and part complexity reduction, providing
us the agility and strength to produce in a dynamic
industry. We continue to adapt to our consumers’
needs and deliver the products our consumers
want and need to improve life at home.
Best Brand Portfolio
We believe we have the best brand portfolio in
the industry, including multiple brands with more
than $1 billion in revenue. In an increasingly digital
world, we’re driving purposeful innovation to
meet the evolving needs of consumers through
our iconic brand portfolio.
Longevity
With the introduction of the first electric wringer-
washer in 1911, Whirlpool Corporation’s founder,
Lou Upton, set the foundation for Whirlpool to be
the best kitchen and laundry company, in constant
pursuit of improving life at home.
WIN
WITH PRODUCT
LEADERSHIP
GROW
OUR CONSUMER
DIRECT BUSINESS
BUILD
A COMPETITIVE AND
RESILIENT SUPPLY CHAIN
5
Whirlpool Corporation 2023 Annual Report OUR OPERATIONAL
PRIORITIES
During 2023, we delivered approximately
$800 million in cost take out through our
decisive actions and a disciplined approach to
reset our cost structure after $2.5 billion of cost
inflation in 2021 and 2022. Our regional focus
enables our local-for-local production model as
we continue to produce and ship as efficiently
as possible. Through our efforts to improve our
supply chain resiliency and deliver innovative
new products, we drove share gains in most of
our key countries, including over one point of
share gains in North America.
CASH RETURNED TO SHAREHOLDERS
(in dollars)
ONGOING EBIT(a)
(in dollars)
2020
2021
2022
2023
$0.4B
$1.4B
$1.3B
$0.4B
2020
2021
2022
2023
$1.8B
$2.4B
$1.4B
$1.2B
TOTAL ANNUAL REVENUE
(in dollars)
ONGOING EBIT MARGIN(a)
(in percent)
2020
2021
2022
2023
$19.5B
$22.0B
$19.7B
$19.5B
6
2020
2021
2022
2023
9.0%
10.8%
6.9%
6.1%
NORTH AMERICA
Alessandro Perucchetti
Executive Vice President and
President, Whirlpool North America
We delivered overall share gains
through continued first-to-market
innovations and growth of our
industry-leading builder share,
which were achieved in an industry
of sustained product replacement.
Strong cost take-out actions drove
approximately 10% margins — despite
a normalized promotional environment
and softer discretionary spending. We
expect further margin expansion and
share gain in 2024.
LATIN AMERICA
Juan Carlos Puente
Executive Vice President and
President, Whirlpool Latin America
Our continued commitment to
‘Win Americas’ delivered 9% net
sales growth driven by strong growth
in key countries (Argentina, Brazil
and Mexico). We are well-positioned
for 2024 as consumer confidence
recovers and we continue to invest in
our leading brands (Brastemp, Consul
and Whirlpool) and value-creating
product innovation.
REGIONAL
ACHIEVEMENTS
EUROPE, MIDDLE EAST AND
AFRICA (EMEA)
Gilles Morel
Executive Vice President and President,
Whirlpool EMEA
We delivered significant year-over-year
margin expansion despite a challenging
macroeconomic and geopolitical environment
negatively impacting consumer confidence.
The transaction to contribute our European
major appliance business to a newly formed
European appliance company with Arçelik
has passed nearly all milestones, receiving
unconditional approval from the European
Commission along with approval from
Austria, China and Germany. The regulatory
process continues to progress in the U.K.,
and we continue to work with all parties to
close the transaction by April 2024.
ASIA
James Peters
Executive Vice President,
Chief Financial Officer and
President, Whirlpool Asia
In Asia, we were faced with a competitive
industry and challenging but improving
consumer sentiment. We believe we have
the right operational priorities to accelerate
growth, in particular in India, as we move
into 2024, enabling both net sales growth
and margin expansion.
7
Whirlpool Corporation 2023 Annual Report PRODUCT INNOVATION
Whirlpool Corporation’s rich heritage of industry-first, leading-edge innovation continues
to accelerate. Continuing our over 110-year history of sustainable, consumer-focused
design, Whirlpool Corporation unveiled one of the greatest refrigerator innovations in
50 years: SlimTech insulation technology.
“
SlimTech insulation technology – along with other recent product launches
– shows our commitment to innovation and, we believe, will allow us to
expand our share and our margins. This is a step change in technology
and process innovation that we expect to cascade across our brand
portfolio and manufacturing operations.”
MARC BITZER
Chairman of the Board and Chief Executive Officer
KitchenAid Go Cordless System
Six new countertop appliance products: hand mixer,
hand blender, chopper, personal blender, coffee grinder
and a new kitchen vacuum, can all be operated by the
same rechargeable 12 volt battery. No hassle of cords for
untethered mobility, and easy to store when done.
InSinkErator Next Generation
Garbage Disposals
Invented, designed and assembled in America, this next
generation of disposals demonstrates the commitment
InSinkErator makes to innovation in today’s modern kitchen,
providing a more environmentally friendly solution for
managing food waste.
8
SlimTech Insulation
This revolutionary technology uses a powder-like material to create a vacuum insulated structure that replaces traditional
refrigerator foam insulation. As the first company to introduce SlimTech insulation technology in home appliances in
North America, Whirlpool Corporation is reimagining how the industry constructs refrigerators to help improve the consumer
experience. Our proprietary insulation technology is so thin, it reduces the refrigerator wall thickness by up to 66%
providing up to 25% more capacity, while still providing the same energy efficiency. Current foam refrigerators are
difficult to recycle, but the material used in our SlimTech insulation has the potential to be reused. We are currently working
to map out a path to reclaiming the material at a refrigerator’s end of life.
Whirlpool Flush Built-In Microwave
Hood Combination
This appliance was designed to blend seamlessly into
cabinetry with a simplified user interface to aid in ease of
use. The Flush Built-In Microwave Hood Combination allows
consumers to cook multiple meals with quick cleanup,
thanks to the turntable-free design. Plus, it features an easy-
to-clean exterior with hidden venting.
9
HEADERIntroBodyWhirlpool Corporation 2023 Annual Report OUR OPERATIONS
The Integrated Supply Chain team has
further developed its heightened focus on
building a competitive and resilient supply
chain in constant pursuit of improving life at
home for our consumers.
A critical path to achieving a competitive and resilient
supply chain is the North America Region Manufacturing
Strategy. It is defined by four major lines of effort linking
multiple focus areas and workstreams to organize and
drive continuous improvement in specific aspects of the
business. The four lines of effort are:
People Excellence
Intelligent Factories
World Class Manufacturing
Network Master Planning
We have confidence in how the company’s manufacturing
operating system guides us to focus on people and culture,
innovation and planning for future operations. Our
enduring values, Spirit of Winning and One Whirlpool,
continue to equip us for the opportunity to truly leave a
legacy of empowerment and continuous improvement.
10
EXPANDED
OPERATIONS IN
OTTAWA, OHIO
• Invested $70 million investment in Ottawa
refrigeration plant
• Added 165,000 square feet
• Created over 100 jobs
• Built-In Refrigerators drive strategic
importance in the Premium and Super
Premium space
• $16 million of this investment supports
proprietary manufacturing process for new
refrigerator innovation SlimTech Insulation
OUR
PEOPLE
There is something profoundly unique about working at Whirlpool Corporation. Our humble
beginnings grounded us over 110 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. At our manufacturing sites, World Class
Manufacturing includes a People Development pillar for employee development, regulatory,
safety and value-added training. In 2023, we were named a Best Company to Work For by
U.S. News & World Report and a Best Company for Multicultural Women by Seramount.
Our employee engagement approach centers around continuously listening and
taking data-informed actions based on what matters most to our employees. We
gather employee feedback at various points throughout the employment life
cycle through Global Onboarding Surveys, Exit Surveys and quarterly Engagement
Pulses. Our quarterly Engagement Pulse enables employee feedback from
almost 59,000 individuals — including all global salaried and hourly employees.
Inclusion and Diversity is a core value at Whirlpool because we know that
drawing from diverse points of view improves our products, services,
teams and each other. While we recognize that Inclusion and Diversity is an
ongoing journey, we remain committed to meaningful action to cultivate
an even stronger inclusive and diverse workplace. In 2023, we received a
100 score on the Corporate Equality Index for the 20th consecutive year,
and once again scored 100% on the 2023 Disability Equality Index.
RECEIVED A SCORE OF
100 on the Human Rights
Campaign’s Corporate
Equality Index for the
20th consecutive year
BUILDING LEADERS FOR OUR HOUSE
In 2023, we continued to build on our existing leadership development programs at both
the regional and global levels. Under our “Building Leaders for our House” strategy, formal
leadership development programs are designed and facilitated by Whirlpool leaders
themselves, ensuring the curriculum is bespoke to the company and everyone involved has
an opportunity to learn from one another. The three key programs — Leadership Immersion,
Essentials of People Leadership and Every Day Leadership — are designed to prepare
individuals to become the best version of themselves and highly effective future leaders.
11
Whirlpool Corporation 2023 Annual Report OUR COMMUNITIES
IMPROVING LIFE THROUGH HOUSE+HOME
Whirlpool Corporation has been committed to
maintaining strong and enduring ties in the
communities in which we do business for more
than 110 years. Most of our operations are located
in small towns, and we are committed to supporting
these communities. We use a global collective impact
model that centers around improving life at home. Our
giving priorities focus on the areas of House+Home
as important levers to create thriving communities.
HOUSE
We believe that the four walls around us have the power to
unlock immense opportunity for families. It starts with decent
and affordable housing, laying the groundwork for a stable
future. This work includes our 24-year global relationship
with Habitat for Humanity®. Together we have served more
than 1 million people around the world. A highlight project
is Habitat’s BuildBetter with Whirlpool initiative which aims to
build 250+ climate-resilient and energy-efficient homes in the
United States, including donating energy-efficient appliances.
Energy savings and energy use will be measured, and
learnings will be used for future Habitat construction.
HOME
Our focus on home advances communities through education
and neighborhood revitalization. We use our resources
efficiently and effectively for maximum impact through:
• United Way®
• Consul brand’s Consulado da Mulher®
• Maytag brand’s Boys & Girls Clubs of America® initiatives
• Whirlpool brand’s Care Counts
• Feel Good Fridge programs sponsored by our U.S. Sales
team and Maytag brand.
Feel Good Fridge Programs
25,000+ families helped to access fresh food, making a significant impact.
Habitat for Humanity
$144M and
over 242,000 products donated globally to Habitat for Humanity
families in our 24 years of working together.
12
OUR ENVIRONMENTAL IMPACT
We continue to make progress in alignment with our Net Zero (scopes 1 and 2) emissions target by investing in projects
that increase our use of renewable energy and reduce our reliance on nonrenewable sources. In 2023, we were excited to
attend the ribbon cutting for the official opening of our second Virtual Power Purchase Agreement (VPPA) site — Limestone
Wind farm in Dawson, Texas, with 53MW of clean energy produced from 88 turbines. When fully operational, the two
VPPAs are expected to generate sufficient renewable energy to cover 100% of Whirlpool Corporation’s U.S. sites’ electrical
consumption. This year, we also entered into agreements with One Energy to add on-site wind and solar power at our
Findlay and Clyde, Ohio, operations. When combined with existing turbines, these projects are expected to supply at least
70% of the plants’ energy needs. The solar and wind projects are expected to be online and operational by early 2025.
Signed two VPPAs that are expected to cover
100% of the electrical consumption of nine Whirlpool Corporation U.S. plants when two
wind farm installations are fully operational
Record Scopes 1 and 2 Emissions Reductions
~25%
reduction in total greenhouse gas
(GHG) (scopes 1 and 2 market-based)
year-over-year for the last two years
18,000
total metric tons of CO2
eliminated from operations
~5%
reduction in scopes 1 and 2
location-based emissions
“
We design products
with both the needs
of consumers and
the planet in mind
because we believe
that enabling the
business, our people
and communities to
thrive is part of the
same endeavor. We
work hard to live up
to that high standard
every day.”
PAM KLYN
Executive Vice President,
Corporate Relations
and Sustainability
We also include water sustainability considerations in
our business decision-making, by actually investigating
opportunities for implementation and setting targets for our
operations related to reducing water intensity in our plants.
Our Zero Waste to Landfill (ZWtL) approach to waste
management represents a best-in-class approach to
diverting waste away from permanent landfills. Beginning
in 2023, we are implementing a new global procedure
for waste management that will further elevate practices
within our operations to reach our ambitious goals.
To reduce our environmental footprint further, we’ll
continue to design products with the circular economy in
mind, work with our suppliers, invest in renewable energy
sources and help our consumers use our appliances in the
most efficient ways.
Achieve at least
ZWtL Gold level sites
97% diversion rate in all
3%
reduction in water intensity
each year in our plants
13
Whirlpool Corporation 2023 Annual Report
GOVERNANCE
Whirlpool is committed to operating sustainably and to
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
on this commitment.
Our diverse and experienced Board is composed of
14 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
consumer products; product development, innovation and
engineering; sales, marketing and brand management;
and technology and cybersecurity. In addition, eight of our
directors are gender or racially/ethnically diverse, helping
to bring unique perspectives to the Board. During 2023, 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 environmental, social and
governance (ESG) principles throughout the company. We
aim 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
RICHARD J. KRAMER
Corporate Governance and Nominating
Committee, Human Resources Committee
Former Chairman, Chief Executive Officer
and President
The Goodyear Tire & Rubber Company
HARISH MANWANI
Corporate Governance and
Nominating Committee,
Human Resources Committee
Senior Operating Partner
The Blackstone Group
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.
DIANE M. DIETZ
Finance Committee,
Human Resources Committee
Former President and Chief Executive Officer
Rodan & Fields, LLC
GERRI T. ELLIOTT
Finance Committee,
Human Resources Committee
Former Executive Vice President and
Chief Customer and Partner Officer
Cisco Systems, Inc.
JENNIFER A. LACLAIR
Audit Committee,
Corporate Governance and
Nominating Committee
Head of Global Business Solutions
Fiserv Inc.
JOHN D. LIU
Finance Committee Chair,
Audit Committee
Chief Executive Officer
Essex Equity Management
Managing Partner
Richmond Hill Investments
JAMES M. LOREE
Audit Committee,
Human Resources Committee
Former President and Chief Executive Officer
Stanley Black & Decker, Inc.
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
RUDY WILSON
Audit Committee,
Finance Committee
President, Global Consumer Brands
SC Johnson
14
EXECUTIVE COMMITTEE
MARC R. BITZER
Chairman of the Board and
Chief Executive Officer
HOLGER GOTTSTEIN
Executive Vice President, Strategy and
Business Development
GILLES MOREL
Executive Vice President and President,
Whirlpool Europe, Middle East and Africa
JAMES W. PETERS
Executive Vice President, Chief Financial
Officer and President, Whirlpool Asia
AVA HARTER
Executive Vice President and
Chief Legal Officer
ALESSANDRO PERUCCHETTI
Executive Vice President and President,
Whirlpool North America
LUDOVIC BEAUFILS
Executive Vice President, KitchenAid
Small Appliances
PAMELA KLYN
Executive Vice President, Corporate
Relations and Sustainability
JUAN CARLOS PUENTE
Executive Vice President and President,
Whirlpool Latin America
ROBERTO H. CAMPOS
Executive Vice President, Global Product
Organization and Strategic Sourcing
CAREY L. MARTIN
Executive Vice President and
Chief Human Resources Officer
2023 AWARDS AND RECOGNITION
DOW JONES SUSTAINABILITY WORLD INDEX
Second consecutive year
THE BEST WALL OVENS
Wirecutter, JennAir Brand
2023-2024 CORPORATE EQUALITY INDEX (CEI)
Score of 100 from the Human Rights Campaign
Twentieth consecutive year
THE BEST LUXURY KITCHEN APPLIANCES AND BRANDS,
ACCORDING TO TESTING
Good Housekeeping, JennAir Brand
A TOP COMPANY FOR EXECUTIVE WOMEN
BEST COMPANIES FOR MULTICULTURAL WOMEN
LEADING INCLUSION INDEX ORGANIZATION
Seramount
50 BEST COMPANIES TO SELL FOR
Selling Power
BEST PLACE TO WORK FOR DISABILITY INCLUSION
Disability Equality Index, 100 percent score,
Seventh consecutive year
BEST COMPANIES TO WORK FOR
U.S. News & World Report
iF DESIGN AWARD
Whirlpool, Hotpoint and KitchenAid Brands
GLOBAL RepTrak 100
Eleventh consecutive year
WORLD’S MOST ADMIRED COMPANIES
Fortune, Thirteenth consecutive year
AMERICA’S MOST JUST COMPANIES
JUST Capital
MOST INNOVATIVE IN THE HOUSEHOLD —
KITCHEN PRODUCTS CATEGORY
Pro Tool Innovation Award (PTIA), InSinkErator Brand
CLEANING & ORGANIZING AWARDS — GOOD
HOUSEKEEPING 2023 — PURR-FECT WASHER
Good Housekeeping, Maytag Brand
BEST WASHER-AND-DRYER SETS OF 2023 — BEST FOR PETS
Popular Science, Maytag Brand
BEST DRYERS OF 2023 — BEST FOR PET OWNERS
Reviewed, Maytag Brand
BEST AGITATOR TOP LOAD WASHERS OF 2023 —
OTHER TOP LOAD AGITATORS
Reviewed, Maytag Brand
BEST DISHWASHERS
Wirecutter, Maytag Brand
THE 9 BEST ELECTRIC RANGES FOR ALL KITCHEN STYLES
AND COOKING NEEDS
Better Homes & Gardens, Whirlpool Brand
THE 8 BEST FRONT-LOADING WASHERS OF 2023 FOR QUICK
AND EASY — AND INCREDIBLY CLEAN — LAUNDRY
Better Homes & Gardens, Whirlpool Brand
TOP OF MIND 2023
Folha de São Paulo, Brastemp and Consul Brands
15
Whirlpool Corporation 2023 Annual Report OUR
FINANCIAL
POSITION
I am proud of our global
team’s strong execution of
our operational priorities
in 2023, delivering $800
million of cost take out
alongside share gains
throughout the Americas.
We reduced our debt
by $500 million and
announced actions for
additional significant
debt reduction in 2024,
adding further balance
sheet flexibility to deliver
our shareholder-friendly
capital allocation priorities,
while our ongoing portfolio
transformation remains
on track toward creating
a higher-growth, higher-
margin business.
16
FINANCIAL SUMMARY
We delivered $16.16 ongoing EPS(a) in a dynamic macroeconomic
environment, with strong replacement demand and share gains offset
by softening discretionary spending, due to a sharp decline in existing
U.S. home sales, and a normalized promotional environment resulting in
revenue of $19 billion and ongoing EBIT margin(a) of 6.1%.
CLEAR CAPITAL ALLOCATION PRIORITIES
Fund innovation and growth:
In 2023, we invested over $1 billion in capital expenditures and research
and development, and continue to deliver first-to-market products and
innovation to drive further growth and margin expansion.
Demonstrated commitment to shareholder returns:
2023 marked the 68th consecutive year of steady or increasing quarterly
dividends, with approximately $384 million in dividends paid.
Maintain investment grade credit rating:
Our debt levels are temporarily elevated from borrowings related to the
InSinkErator acquisition. We continue to make significant progress toward
returning our debt leverage to historical norms, and expect to continue
this trend into 2024.
In closing, we strengthened our
leading North America share
position and significantly reduced
cost. At the same time, there were
areas where we fell short of our
expectations, with the promotional
environment normalizing at
pre-COVID levels earlier than we
anticipated, putting pressure on our
EBIT margins. We are committed
to strengthening our balance sheet
and maintaining financial flexibility
while we continue to invest in
innovative products that improve
life at home for our consumers.
Jim Peters
Executive Vice President,
Chief Financial Officer and
President, Whirlpool Asia
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
EARNINGS BEFORE INTEREST AND TAXES RECONCILIATION
Twelve Months Ended December 31,
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
2023
481
7
77
351
916
19,455
EARNINGS BEFORE INTEREST AND TAXES
Twelve Months Ended
December 31,
EARNINGS PER
DILUTED SHARE
Twelve Months Ended
December 31,
Reported measure
Restructuring costs
Impairment of goodwill, intangibles and other assets
Impact of M&A transactions
Substantial liquidation of subsidiary
Legacy EMEA legal matters
2020
1,636
288
2021
2,499
38
(7)
(107)
2022
(1,056)
2023
916
396
1,936
84
181
94
(Gain) loss on previously held equity interest
Sale leaseback, real estate and receivable adjustments
Corrective action recovery
Product warranty and liability (income) expense
(113)
(14)
(30)
(42)
(9)
Total income tax impact
Normalized tax rate adjustment
Share adjustment
Ongoing measure
Net sales
Ongoing EBIT margin
1,760
2,379
1,360
1,191
19,456
21,985
19,724
19,455
9.0%
10.8%
6.9%
6.1%
2022
(27.18)
7.08
34.63
1.51
(1.89)
5.69
(0.20)
19.64
2023
8.72
3.27
1.71
0.35
2.11
NA
16.16
For 2023, our full-year GAAP tax rate was 13.0%. The aggregate income tax impact of the taxable components of each adjustment is presented in the income tax impact
line item at our full-year adjusted tax (non-GAAP) rate of (6.7)%.
For 2022, our full-year GAAP tax rate was (21.6)%. The aggregate income tax impact of the taxable components of each adjustment is presented in the income tax impact
line item at our full-year adjusted tax (non-GAAP) rate of 4.4%.
For 2021, our full-year GAAP tax rate was 22.2%. The aggregate income tax impact of the taxable components of each adjustment is presented in the income tax impact
line item at our full-year adjusted tax (non-GAAP) rate of 23.5%.
For 2020, our full-year GAAP tax rate was 26.5%. The aggregate income tax impact of the taxable components of each adjustment is presented in the income tax impact
line item at our full-year adjusted tax (non-GAAP) rate of 26.3%.
17
Whirlpool Corporation 2023 Annual Report
TOTAL SHAREHOLDER RETURN
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 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
BASE PERIOD
2018
100
100
100
ANNUAL RETURN PERCENTAGE Twelve Months Ended December 31,
2019
42.83
31.49
40.94
2019
142.83
131.49
140.94
2020
26.52
18.40
20.37
2021
33.26
28.71
36.51
2022
-37.16
-18.11
-24.91
2023
-9.09
26.29
56.78
INDEXED RETURNS Twelve Months Ended December 31,
2020
180.71
155.68
169.65
2021
240.81
200.37
231.60
2022
151.33
164.08
173.91
2023
137.58
207.21
272.66
COMPARISON OF CUMULATIVE FIVE-YEAR TOTAL RETURN
$300
$225
$150
$75
$0
2018
2019
2020
2021
2022
2023
S&P 500 Index
S&P 500 Household Durables
Whirlpool Corporation
FOOTNOTES:
PAGES 3, 6, 16
(a) The ongoing measures, including ongoing earnings before interest and taxes and ongoing earnings per diluted share, are non-GAAP measures.
Please see Financial Reconciliations for a reconciliation of these non-GAAP measures to their equivalent GAAP measures.
18
(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, 2023
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 ☒
Yes ☐
No ☐
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 ☐
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.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-
based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to
§240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☒
No ☐
Yes ☐
No ☒
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, 2023 (the last business day of the registrant's most recently completed second fiscal quarter) was
$7,941,546,633.
On February 9, 2024, the registrant had 54,643,756 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
Document
Portions of the registrant's proxy statement for the 2024 annual meeting of stockholders (the "Proxy
Statement") to be filed pursuant to Regulation 14A within 120 days after the registrant's fiscal year end
of December 31, 2023 are incorporated by reference into Part III of this Annual Report on From 10-K.
Part of Form 10-K into which incorporated
Part III
WHIRLPOOL CORPORATION
ANNUAL REPORT ON FORM 10-K
For the fiscal year ended December 31, 2023
TABLE OF CONTENTS
PART I
Business
Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 1C. Cybersecurity
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
2
16
31
31
32
33
33
34
34
35
56
57
119
119
119
119
120
120
121
121
121
122
122
130
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements
made by us or on our behalf. Certain statements contained in this annual report, including those within
the forward-looking perspective section within the Management's Discussion and Analysis section, do not
relate strictly to historical or current facts and may contain forward-looking statements that reflect our
current views with respect to future events and financial performance. Such statements can be identified
by the use of terminology 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. These
forward-looking statements should be considered with the understanding that such statements involve a
variety of risks and uncertainties, known and unknown including those identified below, under “Item 1A.
Risk Factors,” and elsewhere herein. Unless otherwise indicated, the terms "Whirlpool," "the Company,"
"we," "us," and "our" refer to Whirlpool Corporation and its consolidated subsidiaries.
ITEM 1.
BUSINESS
Our Company
Improving life at home has been at the heart of our business for 112 years – it is why we exist and
why we are passionate about what we do.
Whirlpool Corporation ("Whirlpool"), committed to being the best 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
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. Whirlpool had approximately $19 billion in annual net sales and 59,000
employees in 2023.
the world. We have received worldwide recognition
In 2023, we conducted our business through four operating segments, which we define based on
geography. Whirlpool's operating segments in 2023 consisted of North America; Europe, Middle East
and Africa ("EMEA"); Latin America and Asia. Beginning January 1, 2024, we are conducting our
business through five operating segments, which consist of Major Domestic Appliances (“MDA”)
North America; MDA Europe, MDA Latin America; MDA Asia; and Small Domestic Appliances (“SDA”)
Global. For additional information, see Note 14 to the Consolidated Financial Statements.
On January 16, 2023, Whirlpool entered into a contribution agreement with Arçelik A.Ş (“Arcelik”) in
alignment with Whirlpool’s portfolio transformation. Under the terms of the agreement, Whirlpool
will contribute its European major domestic appliance business, and Arcelik will contribute its
European major domestic appliance, consumer electronics, air conditioning, and small domestic
appliance businesses into the newly formed entity of which Whirlpool will own 25% and Arcelik 75%,
subject to an adjustment mechanism based on certain financial matters. Separately, Whirlpool
subsequently reached an agreement for the sale of Whirlpool’s Middle East and Africa business to
Arcelik. These transactions impact businesses that are collectively referred to as the European major
domestic appliance business which was classified as held for sale in the fourth quarter of 2022.
Whirlpool will retain ownership of its EMEA KitchenAid small domestic appliance business.
The transactions are expected to close by April 2024 and include nine Whirlpool production sites
located in Italy, Poland, Slovakia, and the UK, as well as two Arcelik production facilities in Romania.
The Europe transaction is subject to certain closing conditions, including regulatory approvals from
the European Commission, Germany, Austria and China, which have been received, and the UK
which remains. On February 8, 2024, the U.K. Competition and Markets Authority (“CMA”)
provisionally cleared the Transaction. The CMA is expected to issue its final decision by March 26,
2024. For additional information, see Note 15 to the Consolidated Financial Statements.
The MDA Europe business will be deconsolidated upon the completion of the European contribution
agreement transaction with Arcelik, and it does not qualify for reporting as discontinued operations.
3
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.
Portfolio Transformation
Whirlpool Corporation is committed to delivering significant, long-term value to both our consumers
and our shareholders. In 2023 we continued our multi-year portfolio transformation journey, which
we expect to transform the company into a higher-growth and higher-margin business. In reflection
of this, we have successfully integrated the InSinkErator business into our North America operations
and are nearing the expected completion of the contribution agreement transaction with Arcelik for
our European major domestic appliance business. Our value creating approach is enabled by three
strong pillars: small appliances, major appliances in the Americas and India and commercial
appliances, and we are committed to investing in businesses that support higher growth and higher
margins. In recognition of our portfolio transformation, including our pending European transaction,
we have reorganized our operating segments effective January 1, 2024, including presenting our SDA
Global business as a separate operating segment.
4
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 kitchen and laundry company. Our global footprint includes
developed countries and emerging markets, including a leading position in many of the key
countries in which we expect to operate. Following the contribution of our European major domestic
appliance business, we expect to continue to win in the Americas with our leading position in
multiple countries and leading U.S. builder share, alongside over 100 new product introductions in
2023 and accelerating growth in India.
Our Sustained Investment in Innovation
Whirlpool Corporation has been responsible for a number of first-to-market innovations. These
include the first electric wringer washer in 1911, the first residential stand mixer in 1919, the first
countertop microwave in 1967, the first energy and water efficient top-load washer in 1998 and the
first top-load clothes washer with a removable agitator in 2021, among others. In 2023, we launched
more than 100 new products throughout the world, demonstrating our commitment to innovation,
including the KitchenAid Go cordless system, a 70 centimeter built-in bottom mount refrigerator with
leading capacity and noise reduction, and our over-the-range flush microwave hood combination.
We also unveiled our SlimTech insulation technology, which we expect to deliver benefits ranging
from increased capacity and quieter performance to the potential for increased sustainability and
design flexibility. Ever mindful of our impact on the planet, our holistic innovation approach uses
Design for Sustainability principles in our global platforms and connects product sustainability
directly with our business goals. For example, our InSinkErator food disposers can reduce from
landfills up to 600 pounds of food waste generated by the average family of four. We are proud of
our track record of innovation and our progress on sustainable innovation with eco-efficient
products that reduce environmental impacts.
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.
5
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 connected products and technologies to market, including voice control with a
compatible smart home assistant, food recognition and automatic laundry detergent replenishment
and over-the-air updates to qualified connected appliances. These digitally-enabled products and
services will increasingly enhance the appliance experience for our consumers, as demonstrated by
our highly rated mobile apps.
Whirlpool manufactures and markets a full line of major home appliances and related products. Our
principal products are laundry appliances, refrigerators and freezers, cooking appliances, and
dishwashers. Additionally, the Company has a strong portfolio of small domestic appliances,
including the KitchenAid stand mixer, and a strong line of commercial laundry appliances. We have
successfully integrated the InSinkErator business into our North America operations, expanding our
portfolio of products to include food waste disposers and instant hot water dispensers for home
and commercial use. InSinkErator net sales are reported under the 'Other' product category which
are aggregated under the 'Dishwashing and Other' category on the chart below. KitchenAid Small
Domestic Appliance net sales are reported under the 'Cooking Appliances' product category.
The following chart provides the percentage of net sales for each of our product categories which
accounted for 10% or more of our consolidated net sales over the last three years:
Best Brand Portfolio
We have the best brand portfolio in the industry, with multiple brands with more than $1 billion in
revenue. The Company is driving purposeful innovation to meet the evolving needs of consumers
through its iconic brand portfolio, demonstrating our commitment to being the best kitchen and
laundry company improving life at home for our consumers.
6
YearPercentageProduct Categories as % of Net Sales27%26%28%30%32%30%24%26%26%19%17%16%Laundry AppliancesRefrigerationCooking AppliancesDishwashing and Other2023202220210%50%100% We aim to position these desirable brands across many consumer segments. Our sales are led by
our global brands Whirlpool and KitchenAid. Whirlpool is trusted throughout the world as a brand that
delivers innovative care daily. Our KitchenAid brand brings a combination of innovation and design
that inspires and fuels the passion of chefs, bakers and kitchen enthusiasts worldwide. These two
brands offer differentiated products that provide exceptional performance and desirable features
while remaining affordable to consumers.
Additionally, we have a number of strong regional and local brands, including Maytag, Consul,
Brastemp, Amana, Bauknecht, JennAir, Hotpoint*, Indesit, and InSinkErator, among others. These brands
add to our impressive depth and breadth of kitchen and laundry product offerings and help us
provide products that are tailored to local consumer needs and preferences. Our best brand
portfolio in the industry, paired with our robust investment in research and development and
consumer insights, positions us well to meet trends in consumer preferences and market demand.
Strong Cost Position
We have a culture of cost optimization and productivity, which we call productivity for growth, and it
includes continuous focus on cost efficiency. Since 2017, we have delivered substantial gains
through reduced complexity in all aspects of our business: research, design, reduced architectures,
and reduced footprint. The regional scale enables our local-for-local production model as we
continue to focus on producing as efficiently as possible.
As the macro environment continues to change, we believe our demonstrated ability to execute cost
takeout allows us to effectively cope with macroeconomic challenges, and we see additional
opportunities to further streamline our cost structure. Throughout 2023 we continued to manage
our fixed cost base across manufacturing, logistics and selling, general and administrative expenses
while at the same time continuing our portfolio transformation journey. We also continue our
journey to reduce the complexity of our design and product platforms. We believe this initiative,
among many others, will enable us to utilize increased modular production and improved scale in
global procurement.
We believe our cost position is clearly differentiated in the appliance industry and we are committed
to even further improvement, creating strong levels of value for our shareholders, regardless of the
external environment.
*Whirlpool ownership of the Hotpoint brand in the EMEA and Asia Pacific regions is not affiliated with the Hotpoint brand sold
in the Americas.
7
Value Creation Framework
Our long-term value creation framework is built upon the strong foundation we have in place: our
industry-leading brand portfolio and robust product innovation pipeline, supported by our global
operating platform and executed by our exceptional employees throughout the world.
Our long-term value-creation goals reflect our agile and resilient business model, which enables us
to succeed in any operating environment with profitable growth, margin expansion, and cash
conversion.
Capital Allocation Strategy
We take a balanced approach to capital allocation by focusing on the following key metrics:
In 2023, we continued our 68th year of quarterly dividends, with $384 million in dividends paid in
2023. We continue to prioritize debt repayments, with $500 million of debt repayment in the fourth
quarter of 2023. In November 2023, we announced our intention to reduce our ownership interest
in our Whirlpool of India subsidiary while maintaining a majority interest, and we expect to utilize
the proceeds to further reduce debt levels in 2024. We remain committed to funding innovation and
growth and are confident in our ability to generate strong free cash flow. Our free cash flow
generation, coupled with our balance sheet strength, provides us the flexibility to support our
commitment to returning cash to shareholders.
8
Regional Business Summary
Overview below includes a summary of our current operating segments relevant for the periods
presented in the Consolidated Financial Statements of 2023. Beginning January 1, 2024, we have
realigned our operating segments. For additional information, see Note 14 to the Consolidated
Financial Statements.
North America
•
In the United States and Canada, we market and distribute major home
appliances and other consumer products primarily under the Whirlpool,
KitchenAid, Maytag, Amana, InSinkErator, JennAir, affresh, Swash, everydrop
and Gladiator brand names primarily to retailers, distributors and
builders, as well as directly to consumers. We also market small
domestic appliances under the KitchenAid brand name to retailers,
distributors and directly to consumers.
• 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 major domestic appliances to
retailers, distributors and directly to consumers under the Whirlpool,
Indesit, Hotpoint*, Bauknecht, Ignis, Maytag and Privileg brand names. We
also market major domestic appliances and small domestic appliances
under the KitchenAid brand name primarily to retailers and distributors,
as well as directly to consumers for small domestic appliances.
Latin America
Asia
• We market and distribute products under the Whirlpool, Bauknecht,
Maytag, Indesit, Amana and Ignis brand names to distributors and
dealers in Africa and the Middle East.
•
•
In 2023, we entered into the contribution agreement with Arçelik to
contribute our European major domestic appliance business into a
newly formed European appliance company and into a separate
agreement for the sale of the Middle East and North Africa business,
and expect to close both transactions by April 2024.
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, Colombia, Chile, and certain Caribbean and Central America
countries, via sales and distribution through accredited distributors.
•
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, Elica, Maytag, KitchenAid, and Indesit brand names through a
combination of direct sales to appliance retailers and chain stores and
through full-service distributors to a large network of retail stores.
•
In May 2021, we sold our majority interest in Whirlpool China and
subsequently retained a non-controlling interest. Whirlpool China
continues to sell Whirlpool-branded products through a licensing
agreement in China. In September 2021, we acquired a majority
interest in Elica PB India.
*Whirlpool ownership of the Hotpoint brand in the EMEA and Asia Pacific regions is not affiliated with the Hotpoint brand sold
in the Americas.
9
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, among others, many
of which are increasingly expanding beyond their existing manufacturing footprint. The competitive
environment includes the impact of a changing retail environment, including the shifting of
consumer purchase practices towards e-commerce and other channels. 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 commitments, optimizing our regional footprint and trade distribution channels,
increasing productivity, improving quality, lowering costs, and taking other efficiency-enhancing
measures.
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, and this pattern is more
pronounced in our Small Domestic Appliance Global business. In 2022 and 2021, we realized a
seasonality pattern that differed from historical periods due to the COVID-19 pandemic, supply
chain disruptions, and other macroeconomic factors. In 2023, the Company returned to a seasonal
pattern of revenue and operating margins that was more heavily weighted to the second half of the
year, and we expect that pattern to continue into 2024.
Raw Materials and Purchased Components
Our supplier performance is essential to our business. Some supply disruptions and unanticipated
costs have been and may be incurred in transitioning to a new supplier if a prior single supplier
relationship was abruptly interrupted or terminated. In the event of a disruption, we have been able
and believe that we would be able to leverage our scale to qualify and use alternate materials,
though sometimes at premium costs. In 2022 and 2021, our industry was impacted by supply
constraints with our suppliers, factories, and logistics providers, based in significant part on
geopolitical developments and macroeconomic factors beyond our control. More specifically, in the
fourth quarter of 2022, we experienced a one-off supply chain disruption driving revenue decline in
the North America operating segment. In 2023, supply chain constraints and inflation moderated,
while geopolitical and macroeconomic factors remained volatile in certain countries.
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, JennAir, KitchenAid, InSinkErator, and Amana. The most important trademarks to
Latin America are Consul, Brastemp, Whirlpool, KitchenAid and Acros. The most important trademark
to Asia is Whirlpool.
10
The most important trademarks to EMEA are Whirlpool, KitchenAid, Bauknecht, Indesit, Hotpoint* and
Ignis. In connection with the European major domestic appliance transaction with Arcelik, ownership
of the Bauknecht, Indesit, Hotpoint* and Ignis trademarks will transfer to the newly formed company,
which is also granted a license to sell Whirlpool-branded products in Europe as further set forth
below.
We receive royalties from licensing our trademarks to third parties who manufacture, sell and
service certain products bearing the Whirlpool, Maytag, KitchenAid and Amana brand names. As part
of the transaction with Arcelik involving the contribution of our European major domestic appliance
business, we agreed to a multi-year licensing of the Whirlpool brand to the newly formed company
for sales in Europe. We continually apply for and obtain patents globally. 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 is expected to cover more than 20 of
Whirlpool Corporation's manufacturing sites and its large distribution centers around the world,
exclusive of the European manufacturing sites. We expect to achieve this target by generating and
consuming renewable energy, including installation of wind turbines, solar panels and investing in
off-site renewables through virtual power purchase agreements, improvements in energy efficiency
and leveraging carbon removal to offset emissions that cannot be avoided. As of 2023, we are in
process of operationalizing two virtual power purchase agreements, which are expected to cover
100% of the electricity consumed by U.S. sites. We are also taking actions to reduce waste material
across all global manufacturing facilities, and in 2023 we achieved the gold level for Zero Waste to
Landfill (ZWtL) for two new manufacturing sites and maintained Gold or Platinum Level at 100% of
our other large global manufacturing sites.
*Whirlpool ownership of the Hotpoint brand in the EMEA and Asia Pacific regions is not affiliated with the Hotpoint brand sold
in the Americas.
11
We continued a carbon offsetting initiative based on our use of advanced formulation blowing
agents with lower global warming potential in refrigerators produced in North America. These
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 2023 was immaterial. Offset activation, verification, and brokerage was also immaterial in
2023 and is not expected to be material in 2024.
We comply with all laws and regulations regarding protection of the environment, and in many cases
where laws and regulations are less restrictive, we have established and are following our own
standards, consistent with our commitment to environmental responsibility. These compliance
requirements tend to pair well with our ESG focus and we believe that we are in compliance, in all
material respects, with presently applicable governmental provisions relating to environmental
protection in the countries in which we have manufacturing operations. Compliance with these
environmental laws and regulations did not have a material effect on capital expenditures, earnings,
or our competitive position during 2023 and is not expected to be material in 2024.
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 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.
Human Capital Management
At Whirlpool, our enduring values guide everything we do. We have created an environment where
open and honest communication is the expectation, not the exception. We hold our employees to
this standard and offer the same in return. Our Integrity Manual helps our employees follow our
commitment to win the right way. Additionally, our Supplier Code of Conduct formalizes the key
principles under which Whirlpool’s suppliers are required to operate.
Our Human Capital Strategy is built around three pillars:
Effective and Efficient Organization
Our employees are a critical driver of Whirlpool’s global business results. On December 31, 2023,
Whirlpool employed approximately 59,000 employees across 48 countries, with 32% located within
12
the United States. Outside of the United States, our largest employee populations were located
within Brazil and Mexico. We ensure that we are aligning our people strategies with the
organization’s strategic priorities, enabling the execution of our priorities by attracting, developing,
engaging and retaining our global talent.
Through our organizational effectiveness practices, we ensure that our organizational design,
processes and governance are fit for purpose. We provide all employees with access to learning
opportunities to improve critical skills, in order to develop the capabilities required to succeed now
and into the future.
Best Talent and Leadership
We believe that our talent is a competitive advantage. We invest in attracting the best talent,
developing employees’ skills and capabilities, and retaining top talent. We provide robust and
challenging career opportunities for employees, which ensures that we build a deep succession
bench for our leadership roles.
Development of leadership acumen within Whirlpool Corporation is critical in ensuring People
Leaders at all levels are capable and confident in their ability to bring out the best in our people. 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 multifold; our senior leaders grow continually by
playing the role of teachers, our next-level leaders learn from their role models’ personal
experiences and in turn, our organization builds a leadership engine. Leadership development is a
crucial component of our overall organizational strategy, and will continue to be an area of focus in
the coming years.
Winning Culture
We continually strive to foster a “family feel” culture where we are accountable to each other. This
means that we live our enduring values and conduct ourselves in a way that is consistent with the
Whirlpool Leadership Model behaviors.
We leverage a multi-faceted employee listening strategy to better understand our employees’
experience and needs, including regular employee engagement pulse surveys that cover broader
engagement, belonging and wellbeing topics.
Our employees’ safety and wellbeing is of the utmost importance. Whirlpool has a proud history of
providing our employees with comprehensive and competitive benefits packages and we continue
to invest in our employees' health and wellbeing. Our global wellbeing strategy focuses on six main
pathways– Be healthy; 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 provide
access for all our employees to clinical counselors and guidance on relationships, finances,
retirement planning, legal issues and emotional needs. All global employees, regardless of their full-
time or part-time status, are eligible for this free well-being benefit.
Whirlpool offers a variety of programs globally to protect the health and safety of our employees.
While we maintain targets for year-over-year reduction of the total recordable incident rate and
serious injuries, our goal is always zero.
Whirlpool believes in creating a culture of inclusion where all employees feel a sense of belonging.
Inclusion and Diversity has been an enduring value at Whirlpool for decades. Our efforts to
appreciate all perspectives and backgrounds enables us to understand our diverse consumer base,
improve our products so they can be used by everyone, and make our communities stronger. Our
value of Inclusion and Diversity includes focused actions to build a diverse workforce, an inclusive
workplace and a vibrant ecosystem. Around the world, nineteen Employee Resource Groups support
our inclusive culture by providing opportunities for employees to connect with one another, grow
personally and professionally, and give back to their communities.
13
In 2020, Whirlpool committed to an action-based pledge focused on equality and fairness, with
specific workstreams focused on actions we can take within our company and our communities.
Since the announcement of this pledge, we have invested in programs that help drive sustainable,
positive impact for employees and local communities. In 2023, these investments included
supporting our local community through a park restoration on our second annual Juneteenth Day of
Impact , and through the grand opening of an 80-unit apartment complex in Benton Harbor. This
apartment complex, named Emma Jean Hull Flats, provides high quality housing opportunities for
local residents, including discounted leasing for hometown heroes such as emergency personnel
and teachers.
Also in 2023 as a part of our pledge for equality and fairness, we continued to enhance our
relationship with Florida A&M University. This relationship provides an opportunity for Whirlpool
employees to engage with students through mentoring and engineering projects, while also opening
opportunities for recruiting top engineering talent from an esteemed Historically Black College &
University (HBCU). Hosting a Habitat for Humanity build near Florida A&M University’s campus
allowed students, faculty, and local residents to engage with Whirlpool’s employees in new ways.
information, please see Whirlpool’s website
For additional
(www.whirlpoolcorp.com), and
forthcoming 2024 Proxy Statement and 2023 Sustainability Report. The contents of our
Sustainability Report, Proxy Statement (except where noted herein), and the Company's website are
not incorporated by reference into this Annual Report on Form 10-K or in any other report or
document we file with the SEC.
Other Information
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 13%, 14%, and 13% of
our consolidated net sales in 2023, 2022 and 2021, respectively. Lowe's represented approximately
38% and 37% of our consolidated accounts receivable as of December 31, 2023 and 2022,
respectively. For additional information, see Note 14 to the Consolidated Financial Statements.
14
Information About Our Executive Officers
The following table sets forth the names and ages of our executive officers on February 14, 2024, the
positions and offices they held on that date, and the year they first became executive officers:
Name
Marc R. Bitzer
James W. Peters
Carey Martin
Gilles Morel
Juan Carlos Puente
Ava Harter
Ludovic Beaufils
Alessandro Perucchetti
Office
Chairman of the Board and Chief Executive Officer
Executive Vice President and Chief Financial Officer
and President, Whirlpool Asia
Executive Vice President and Chief Human
Resources Officer
Executive Vice President and President, Whirlpool
Europe, Middle East & Africa
Executive Vice President and President, Whirlpool
Latin America
Executive Vice President and Chief Legal Officer
Executive Vice President and General Manager,
KitchenAid Small Appliances
Executive Vice President and President, Whirlpool
North America
First Became
an Executive
Officer
2006
Age
59
2016
2023
2019
2023
2023
2024
2024
54
47
58
49
54
51
48
The executive officers named above were elected by our Board of Directors to serve in the office
indicated until the first meeting of the Board of Directors following the annual meeting of
stockholders in 2024 and until a successor is chosen and qualified or until the executive officer's
earlier resignation or removal.
Each of our executive officers has held the position set forth in the table above or has served
Whirlpool in various executive or administrative capacities for at least the past five years, except for
Mr. Morel and Ms. Harter. 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. Prior to joining Whirlpool in December 2020, Ms. Harter served as senior vice
president, general counsel, and corporate secretary of Owens Corning since 2015. Prior to her role
at Owens Corning, Ms. Harter held roles of increasing responsibility with General Electric, The Dow
Chemical Company, Jones Day, and Thompson Hine LLP.
Available Information
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.
15
ITEM 1A. RISK FACTORS
PART I
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," "determine," "estimate," "expect," "project," "intend,"
"believe," "may impact," "on track," "may affect," “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 home appliance industry and failure to successfully
compete could adversely affect our business and financial performance.
Each of our operating segments, including our newly reorganized small domestic appliance business
effective from January 1, 2024, 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 supply chain constraints, inflationary pressures, currency fluctuations,
geopolitical uncertainty, epidemics or pandemics, 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, cost, distribution, and financial incentives, such as promotional funds, sales incentives,
volume 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
continued shift 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. We may further be exposed to competitive
risks related to the adoption and application of new technologies by established participants or new
entrants, and competitive risks from uncertainty driven by changes to trade laws, regulations and
policies, including tariffs, sanctions, and import/export controls. If we are unable to successfully
16
compete in this highly competitive environment, our business and financial performance could be
adversely 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,
consolidation or organic growth, they have sought and may seek to use their position to improve
their profitability by various means, including improved efficiency, 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 adversely 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 adversely affected 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 adversely 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
on our marketing efforts, including advertising and consumer campaigns, as well as product
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 concerns, 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,
comments or reviews have been and may continue to be made about us or our products on social
networking and other websites that can spread rapidly through such forums, which 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 and 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.
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An inability to understand consumers’ preferences and to timely identify, develop,
manufacture, market, and sell products that meet customer demand could adversely 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, and process development and
product relaunches in response to such changes. In addition, the adoption of generative artificial
intelligence ("AI") technologies may bring challenges in terms of disruption to both our business
model and our existing technology and products. We may further be exposed to competitive risks
related to the adoption and application of new technologies by established participants or new
entrants, and others. The speed of technological development may prove disruptive if we are unable
to maintain the pace of innovation. To compete effectively we must also be responsive to
technological change, potential regulatory developments, and public scrutiny. 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.
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
(including non-compete agreements which may become subject to future regulatory action
impacting many companies). Our failure to secure and maintain 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 key 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.
In addition, advances in and growing adoption of AI technology may exacerbate intellectual property
risks, including the risk that existing intellectual property laws and rights may not provide adequate
protection given advances in AI technology. AI may also increase the risk of inadvertent disclosure
of Whirlpool's trade secrets and other confidential information as well as the risk that Whirlpool
inadvertently infringes upon others' intellectual property rights.
18
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, which transaction we expect to complete by April 2024. 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. We have also experienced and may in the future experience entity governance and
management difficulties where we hold only a minority or simple majority equity ownership
position. 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,
regulatory and financial due diligence with the goal of identifying and evaluating the material risks
involved, our due diligence reviews have not always or consistently identified and may not always or
consistently in the future identify all of the issues necessary to accurately estimate the cost, time 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 in the
future 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 2019. 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.
19
labor shortages,
Our operations and those of our suppliers are subject to disruption for a variety of unexpected
reasons, including, but not limited to, 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, epidemics and pandemics,
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 select semiconductors, a strain on raw materials and input cost
inflation, all of which began easing towards the end of 2022, but could escalate again in future
quarters. These issues have delayed and could in the future 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 in the past 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 financial statements could materially and adversely be
affected.
The lack of availability of any parts, components or equipment has resulted and could in the future
result in production delays and sales disruptions, as well as our ability to fulfill contractual
obligations. Unexpected disruption risks as such cannot 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 by the COVID-19
pandemic and may in the future be adversely affected by other public health emergencies,
epidemics or pandemics.
Beginning in 2020, the pandemic created significant business disruption and economic uncertainty
which has impacted us in subsequent years. A resurgence or development of new strains of
COVID-19, or other public health emergencies, epidemics or pandemics, could negatively impact our
global operations, trade customers, suppliers, consumers, and each of their financial conditions. The
extent to which public health emergencies, epidemics or pandemics, could impact our business,
results of operations, financial condition or liquidity is highly uncertain and may materially affect our
financial statements in future periods, and 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.
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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), the U.K. Bribery Act, and/or similar anti-bribery/anti-corruption laws in non-U.S.
jurisdictions. We may incur unanticipated costs or expenses, including post-closing asset 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 discussed
elsewhere in Item 1A. Risk Factors in this Annual Report on Form 10-K.
Risks associated with our international operations may decrease our revenues and increase
our costs.
For the year ended December 31, 2023, sales outside our North America region represented
approximately 41% 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:
•
•
•
•
•
•
•
•
•
Pandemic-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, including the ongoing conflict
between Russia and Ukraine, Israel and Palestine, the Red Sea conflict and its impact on
shipping and logistics and other global conflicts, including tensions between China and the
United States;
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, U.K. Bribery Act, and antitrust laws;
•
Labor disputes, labor shortages and work stoppages at our operations and suppliers;
• Government price controls;
•
Trade customer insolvency and the inability to collect accounts receivable;
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•
•
Limitations on the repatriation or movement of earnings and cash; and
Various U.S. and non-U.S. laws and regulations specific to and/or focused on requirements
to ensure the non-use of forced labor and child labor within our supply chain, as well as
compliance with various applicable human rights laws and regulations.
We are subject to the FCPA, U.K. Bribery Act, and other similar non-U.S. laws and regulations, 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, U.K.
Bribery Act, or other anti-bribery and/or 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 between Russia and
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 between Russia and 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. We cannot guarantee that a violation of sanctions or export
controls will not occur in the future, and we may experience potential additional impacts in the
future. 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.
We have not determined the extent to which any of the United States, European Union or other
government actions may mitigate these impacts, if at all. Moreover, our insurance coverage may not
respond to many of these impacts.
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 and other global conflicts), bank failures, 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
or shipment of products, other financial and business disruptions, employee relations issues, the
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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. The use of generative AI technologies could lead to
the unauthorized disclosure of sensitive, proprietary, or confidential information, inadvertent
infringement of intellectual property owned by third parties, and could lead to new potential
cyberattack methods for third parties.
Unauthorized access has in the past and could in the future disrupt our business, result in the loss
of assets, expose the company to potential litigation and/or regulatory liability, and adversely affect
our reputation. 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 have in the past and could in the future 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 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 adversely affect our financial statements. 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 or may not be available on
commercially reasonable terms, if at all. We are now and may in the future be involved in class
action litigation and may be involved in 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.
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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
any corrective action is borne by us or the supplier, and, if borne by us, whether we will be
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, 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. For additional
information about our human capital strategy, see "Human Capital Management" in Item 1 of this
Annual Report on Form 10-K. 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.
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 our ability to implement our 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 inefficiencies 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.
A deterioration in labor relations could adversely impact our global business.
As of December 31, 2023, we had approximately 59,000 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.
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FINANCIAL RISKS
Fluctuations and volatility in the cost and availability of raw materials and purchased
components could adversely affect our results of operation.
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 may in the future 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
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
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was classified as held for sale. 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 have in the past and may in the
future 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 adversely 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 our defined contribution (401(k)) plan.
As of December 31, 2023, 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 $0.3 billion, including $0.2 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
26
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 and cybersecurity 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; and we are disputing certain income and indirect
tax assessments in various legal proceedings in Italy, India and other jurisdictions globally. For
additional information about certain income and indirect tax related assessments issued by the
Brazilian authorities, see Note 7 to the Consolidated Financial Statements. 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 negative 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
focused primarily on manufacturer interactions with retailers, is currently expected to be completed
in the first half of 2024 (see Note 7 to the Consolidated Financial Statements). 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,
corporate governance and securities disclosure, and changes to tax and foreign trade laws,
regulations and policy, could limit our business activities, increase our operating costs,
reduce demand for our products or result in litigation or regulatory action.
The conduct of our businesses, and the production, distribution, sale, advertising, labeling, safety,
transportation and use of many of our products, are subject to various laws and regulations
administered by federal, state and local governmental agencies in the United States, as well as to
foreign laws and regulations administered by government entities and agencies in countries in
which we operate. Compliance with these regulations may require us to, among other things,
change our manufacturing processes or product offerings, or undertake other costly activities. In
addition, we operate in an environment in which there are different and potentially conflicting data
privacy and data protection laws in effect in the various U.S. states and foreign jurisdictions in which
we operate and we must understand and comply with each law and standard in each of these
jurisdictions. For example, the European Union’s General Data Protection Regulation, the California
Consumer Privacy Act and the Brazilian General Data Protection Law, and various other privacy and
data protection laws that have been passed or are pending in other states and countries collectively
impose or will impose new regulatory data privacy and protection standards with which we must
comply. These expanding privacy and data protection laws may affect our collection, processing, and
cross-border transfer of consumer information and other personal data, such as in connection with
our growth in the areas of direct-to-consumer sales, Internet of Things, and the digital space. Some
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of the laws allow for significant fines, reaching several percentage points of global corporate
revenues or more. These laws and regulations may change, sometimes dramatically, as a result of
political, economic or social events. Changes in laws, regulations or governmental policy and the
related interpretations may alter the environment in which we do business and may impact our
results or increase our costs or liabilities. Additionally, we could be subjected to future liabilities,
fines or penalties or the suspension of production for failing to comply, or being alleged as failing to
comply, with various laws and regulations, including environmental regulations. In addition, some
jurisdictions are considering regulatory frameworks for generative artificial intelligence that
implicate data protection laws.
Certain reforms and proposed reforms to U.S. federal corporate governance and securities laws may
relate to or impact our business and may cause us to incur additional obligations and compliance
costs. For example, new SEC rules regarding cybersecurity require disclosure on Form 8-K of the
nature, scope and timing of any material cybersecurity incident and the reasonably likely impact of
such incident.
Additionally, as a global company headquartered in the United States, we are exposed to the impact
of U.S. and global tax changes, especially those that affect our effective corporate income tax rate
and various non-income taxes that impact our business operations. It is possible that the U.S. or
another jurisdiction could enact tax legislation in the future that could have a material impact on our
tax rate, our operations or both.
The Organization for Economic Co-operation and Development (the “OECD”) continues to design its
base erosion and profit shifting initiatives (the “BEPS”), which is intended to modernize the
international tax system by, among other measures, ensuring that large multinational enterprises
pay a minimum level of tax in each of the jurisdictions in which they operate.The minimum tax
aspects of BEPS, referred to as “Pillar Two”, is scheduled to become effective in 2024. Pillar Two
addresses the risk of profit shifting to entities in low tax jurisdictions by introducing a global
minimum tax rate of 15%. While Pillar Two is not expected to have a material impact on our
corporate income tax rate, it is expected to increase our costs incurred to track, collect, and report
such taxes.
In addition, the current domestic and international political environment, including government
shutdowns and changes to trade laws, regulations and policies, including tariffs, sanctions, and
import/export controls, has resulted in uncertainty surrounding the future state of the global
economy. Many of our most significant competitors are global companies, and in an escalating
global trade conflict or the imposition of tariffs, sanctions or other trade restrictions their respective
governments may impose regulations or policies that are favorable to our competitors. The U.S.
federal government may propose additional changes to international trade agreements, tariffs,
taxes, and other government rules and regulations. These regulatory or policy changes could
significantly impact our business and financial performance. For additional information about our
consolidated tax provision, see Note 13 to the Consolidated Financial Statements.
The impact of climate change and climate change or other environmental regulation may
adversely impact our business.
The effects of climate change, whether involving physical risks (such as extreme weather events,
long-term changes in temperature levels, water availability and risk sea levels) or transition risks,
could have an impact on our business and have in the past and could in the future impact our
business and cause us to incur capital and other expenditures to comply with various laws and
regulations, especially relating to the protection of the environment, human health and safety, and
water and energy efficiency, and may also exacerbate other risks discussed elsewhere in Item 1A.
Risk Factors in this Annual Report on Form 10-K, which could have an adverse effect on our
business. Climate change regulations at the federal, state or local level, or in international
jurisdictions, or customer or consumer preferences or expectations, could require us to limit
emissions, change our manufacturing processes or product offerings, or undertake other costly
activities. Globally, a lack of harmonization in relation to ESG legal and regulatory reform across the
jurisdictions in which we operate may affect our future implementation of, and compliance with,
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rapidly developing ESG standards and requirements, such as the European Union's Corporate
Sustainable Reporting Directive.
In addition, various municipal, state, and federal regulators have discussed, proposed, or enacted
new regulations or bans on appliances that utilize natural gas citing climate change and other
concerns, which would impose transition costs and impact our product mix and product offerings,
among other impacts. We recognize that making changes to our supply chain, manufacturing
processes and product offerings can and does introduce transition risks. Among these are the risk
that our more efficient product offerings are not competitive in terms of price or consumer
perception; the risk that our upstream suppliers are unable to deliver lower emissions sources of
supply that are cost and quality-competitive; the risk that we fail to continually innovate to develop
products and manufacturing processes with a lower carbon footprint; and, specific to our recycled
plastics initiative (a pledge in EMEA to use an average 30% recycled plastic content by 2025), the risk
that we fail to develop solutions to incorporate reformulated plastics materials that meet our
rigorous quality and safety standards.
The entire major home appliance industry, including Whirlpool, must contend with the adoption of
stricter government energy and related standards for selected major appliances, including recent
issued U.S. Department of Energy appliance efficiency standards. Compliance with these various
standards, as they become effective, is expected to increase costs or require some product redesign.
We are also subject to global regulations related to chemical substances and materials in our
products (such as the U.S. Toxic Substances Control Act), which may require us to modify the
materials used in our products or undertake activities which may have a cost impact. There is also
increased focus by governmental and non-governmental entities on sustainability matters. In
addition, a number of governmental bodies have finalized, proposed or are contemplating
additional legislative and regulatory changes in response to the potential effects of climate change.
In particular, cleanup obligations that might arise at any of our manufacturing sites or the imposition
of more stringent environmental laws in the future could adversely affect our business.
We have set rigorous targets for greenhouse gas reductions and related sustainability goals,
including a net zero emissions target in our plants and operations that was announced in 2021.
These targets could prove more costly or difficult to achieve than we expect, and we may be unable
to achieve these targets or any other sustainability goal or commitment at acceptable cost or at all.
Whether as a result of cost, operational or technological limitations, or if such targets or our
progress against them are not perceived to be sufficiently robust, any failure to achieve our
sustainability goals or reduce our impact on the environment, any changes in the scientific or
governmental metrics utilized to objectively measure success, or the perception that we have failed
to act responsibly regarding climate change could result in negative publicity and adversely affect
our reputation as well as our relationships with customers, investors and other stakeholders, which
could in turn adversely affect our business operations, reputation, including a reduction in customer
and consumer sentiment and negatively impact our financial condition, including our access to
capital and cost of debt. In addition, not all of our competitors may seek to establish climate or other
ESG targets and goals, or at a comparable level to ours, which could result in our competitors
achieving competitive advantages through lower supply chain or operating costs, which could
adversely affect our business, results of operations, financial condition and prospects.
Increasingly, different stakeholder groups have divergent views on sustainability and ESG matters,
which increases the risk that any action or lack thereof with respect to sustainability or ESG matters
will be perceived negatively by at least some stakeholders and adversely impact our reputation and
business. Anti-ESG sentiment has gained some momentum across the United States, with several
states having enacted or proposed "anti-ESG" policies or legislation. If we do not successfully
manage ESG-related expectations across stakeholders, it could erode stakeholder trust, impact our
reputation and adversely affect our business.
Additionally, any failure in our procedures to monitor climate-related regulatory and policy changes
in the jurisdictions in which we operate or in our processes and tools to track our greenhouse gas
emissions and assess both operational and financial impacts of climate-related regulations, and any
failure to comply with any such regulations and policies, could subject us to additional costs and
29
penalties and harm to our reputation. Violations of environmental, health and safety laws are
subject to civil, and, in some cases, criminal sanctions. As a result of these various uncertainties, we
may incur unexpected interruptions to operations, fines, penalties or other reductions in income
which could adversely affect our business, financial condition and results of operations, and harm
our reputation.
GENERAL RISKS
We are exposed to risks associated with the uncertain global economy.
The current domestic and international political and economic environment are posing challenges to
the industry in which we operate. A number of economic factors, including the impact of gross
domestic product, availability of consumer credit, interest rates, consumer sentiment and debt
levels, retail trends, housing starts, sales of existing homes, the level of mortgage refinancing and
defaults, fiscal and credit market uncertainty, and foreign currency exchange rates, currency
controls, inflation and deflation, generally affect demand for our products in the U.S. and other
countries which we operate.
Economic uncertainty and related factors, including a potential recession, may exacerbate negative
trends in business and consumer spending and has caused in the past and may cause in the future
certain customers to push out, cancel, or refrain from placing orders for our products. Uncertain
market conditions, inflation, increases in interest rates, difficulties in obtaining capital, or reduced
profitability has caused and may cause some customers to scale back operations, exit markets,
merge with other retailers, or file for bankruptcy protection and potentially cease operations, which
can also result in lower sales and/or additional inventory. These conditions have affected and may
similarly affect key suppliers, which could impair their ability to deliver parts and result in delays for
our products or added costs.
A decline in economic activity and conditions in certain areas in which we operate have had an
adverse effect on our financial condition and results of operations in recent years, and future
declines and adverse conditions could have a similar adverse effect. Regional, political and economic
instability in countries in which we do business may adversely affect business conditions, disrupt our
operations, and have an adverse effect on our financial condition and results of operations. In
addition, we expect to continue to be impacted by the global supply chain issues discussed
elsewhere in Item 1A. Risk Factors in this Annual Report on Form 10-K.
Uncertainty about future economic and industry conditions also makes it more challenging for us to
forecast our operating results, make business decisions, and identify and prioritize the risks that
may adversely affect our businesses, sources and uses of cash, financial condition and results of
operations. We may be required to implement additional cost reduction efforts, including
restructuring activities, which may adversely affect our ability to capitalize on opportunities in a
market recovery. In addition, our operations are subject to general credit, liquidity, foreign
exchange, market and interest rate risks. Our ability to access liquidity or borrow to invest in our
businesses, fund strategic acquisitions and refinance maturing debt obligations depends in part on
access to the capital markets. For example, the United States Federal Reserve began raising its
benchmark rate in March 2022, increasing the rate by a total of 5.25% since the start of 2022. Such
increases and any future increases may, among other things, reduce the availability and increase the
costs of obtaining new variable rate debt and refinancing existing indebtedness, and adversely affect
our financial condition and results of operations. If inflation increases costs beyond our ability to
control, we may not be able to adjust prices or use our portfolio strategy to sufficiently offset the
effect without negatively impacting consumer demand or our gross margin.
If we do not timely and appropriately adapt to changes resulting from the uncertain macroeconomic
environment and industry conditions, or to difficulties in the financial markets, or if we are unable to
continue to access the capital markets, our financial statements may be materially and adversely
affected.
30
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
Information Security Risk Management and Strategy
Our Board of Directors (“Board”) is responsible for overseeing risk management at Whirlpool, which
is the responsibility of our Executive Vice President and Chief Financial Officer. Our risk management
process is designed to identify, prioritize, and monitor risks that could affect our ability to execute
our corporate strategy and fulfill our business objectives and to appropriately mitigate such risks.
As part of our risk management processes, we perform risk assessments in which we map and
prioritize information security risks identified through the processes described above, including risks
associated with our use of third-party service providers, based on probability, immediacy and
potential magnitude. These assessments inform our risk mitigation strategies, which are reviewed
regularly with the Board and management, and we view information security risks as one of the key
risk categories we face. For example, our information technology and infrastructure has experienced
and may in the future be vulnerable to cyberattacks (including ransomware attacks) or security
incidents, and third parties have in the past and may in the future be able to access proprietary
business information, and personal data that we collect, store and process. For more information
regarding the information security-related risks we face, see the information in “Item 1A: Risk
Factors” under the caption “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”.
Our risk mitigation process assesses, prioritizes, and monitors information security risks and
vulnerabilities and helps ensure risk mitigation efforts are embedded across our business. Among
other things, our internal experts regularly conduct audits and tests of our information systems and
our cybersecurity program is periodically assisted by established, independent third party
consultants, who provide assistance through tabletop and other preparedness exercises. We also
review information security threat information published by government entities and other
organizations in which we participate and actively engage with suppliers, industry associations, key
thought leaders and law enforcement communities as part of our continuous efforts to evaluate and
enhance the effectiveness of our cybersecurity program. In 2022, we launched and required all
salaried employees to complete a mandatory Global Cybersecurity and Privacy training, covering
information security, end-user security policies, remote working, phishing and email security and
digital threats. This training was enhanced with additional topics in 2023 around social media, social
engineering, and breach response, among others. Additionally, we maintain regular publications on
cyber awareness on our Company portal and conduct ongoing simulated phishing exercises. We use
the findings from these and other processes to improve our information security practices,
procedures and technologies. In 2023, we implemented additional management governance
through the creation of a Global Cybersecurity and Data Privacy Steering Committee, which meets
periodically to help ensure information security risks and vulnerabilities are being appropriately
managed and mitigated. In addition, we maintain insurance to protect against potential losses
arising from an information security incident.
While we have not yet experienced any material impacts from a cyber attack, any one or more
future cyber attacks could materially adversely impact the Company, including a loss of trust among
our customers and consumers, departures of key employees, general diminishment of our global
reputation and financial losses from remediation actions, loss of business or potential litigation or
increasingly driving heightened
regulatory
cybersecurity protections and mandating cybersecurity standards for our products, and we may
incur additional costs to address these increased risks and to comply with such demands.
liability. Further, evolving market dynamics are
In addition to the risk management processes identified above, Whirlpool also maintains active
knowledge security and data privacy programs. Leveraging policies and governance, ongoing
31
training and awareness as well as strong controls and systems-based approaches, these programs
help ensure that Whirlpool confidential information is protected and that the company complies
with applicable data privacy and data protection laws in all countries where we do business.
Information Security Governance and Oversight
Our risk management process and information security risk mitigation framework enables our
Board and management to establish a mutual understanding of the effectiveness of our information
security risk management practices and capabilities, including the division of responsibilities for
reviewing our information security risk exposure and risk tolerance, tracking emerging information
risks and ensuring proper escalation of certain key risks for periodic review by the Board and its
committees.
As part of its broader risk oversight activities, the Board oversees risks from information security
threats, both directly and through the Audit Committee of the Board (the “Audit Committee”). As
reflected in its charter, the Audit Committee assists the Board in its oversight of risk by periodically
reviewing policies and guidelines with respect to risk assessment and risk management, including
management reports on our processes to manage and report risks. As another element of its risk
oversight activities, the Audit Committee receives reports quarterly from our Global Chief
Information Officer (“CIO”) and Global Chief Information Security Officer (“CISO”) on the execution
and effectiveness of our cybersecurity and privacy program, cybersecurity incidents, cyber resilience
metrics and the global threat landscape. The Audit Committee also oversees our internal control
over financial reporting, including with respect to financial reporting-related information systems.
Our CISO, who manages our cybersecurity program, reports to our CIO regularly on how certain
information security risks are being managed and progress towards agreed mitigation goals, as well
as any potential material risks from cybersecurity threats. The CIO and CISO discuss these matters
with our Audit Committee who reports to the Board on the substance of its reviews and discussions.
In addition to these discussions, each year our CIO and CISO present to our Board on cybersecurity
related trends and program updates. Our CIO and CISO are also responsible for prioritizing risk
mitigation activities and developing a culture of risk-aware practices with strong support from
management. Both our CIO and CISO have extensive background and expertise in information
security, having served in senior leadership positions in the information and information security
spaces, respectively, for many years prior to joining Whirlpool.
The day-to-day monitoring, identification, and assessment of information security risks and incident
response functions are managed centrally by our core cyber incident response team (the “CIRT”),
which operationalizes our Cyber Incident Response Plan (the “Plan”). The Plan includes processes to
triage, assess severity of, escalate, contain, investigate and remediate information security incidents,
including those associated with our third-party service providers, as well as to comply with
potentially applicable legal obligations and mitigate brand and reputational damage. Under the
Plan, the CIRT may escalate matters as necessary to our CISO and CIO, Chief Legal Officer, and other
senior leadership, depending on the severity classification of the incident.
In addition to the ordinary-course Board and Audit Committee reporting and oversight described
above, we also maintain disclosure controls and procedures designed for prompt reporting to the
Board and timely public disclosure, as appropriate, of material events covered by our risk
management framework, including information security risks.
ITEM 2.
PROPERTIES
Our principal executive offices are located in Benton Harbor, Michigan. On December 31, 2023, our
principal manufacturing operations were carried on at 34 locations in 10 countries worldwide. We
occupied a total of approximately 66 million square feet devoted to manufacturing, service, sales
and administrative offices, warehouse and distribution space. Over 44 million square feet of such
space was occupied under lease. Whirlpool properties include facilities which are suitable and
adequate for the manufacture and distribution of Whirlpool's products.
32
The Company's principal manufacturing locations by operating segment were as follows:
Operating Segment
North America
Europe, Middle
East and Africa
Latin America
Manufacturing Locations
11
9
8
Asia
6
ITEM 3.
LEGAL PROCEEDINGS
Information regarding legal proceedings can be found in Note 7 to the Consolidated Financial
Statements and is incorporated herein by reference. Pursuant to the SEC regulation, the Company
will use a threshold of $1 million for purposes of determining whether disclosure of certain
environmental proceedings covered by the regulation is required.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
33
PART II
ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
Whirlpool's common stock is listed on the New York Stock Exchange and the NYSE Chicago under
the ticker symbol WHR. As of February 9, 2024, the number of holders of record of Whirlpool
common stock was approximately 7,426.
On April 19, 2021, our Board of Directors authorized a share repurchase program of up to $2 billion,
which has no expiration date. On February 14, 2022, the Board of Directors authorized an additional
$2 billion in share repurchases under the Company's ongoing share repurchase program. We did
not repurchase any shares during the twelve months ended December 31, 2023. At December 31,
2023, there were approximately $2.6 billion in remaining funds authorized under these programs.
Share repurchases are made from time to time on the open market as conditions warrant. These
programs do not obligate us to repurchase any of our shares and they have no expiration date.
The following table summarizes repurchases of Whirlpool's common stock in the three months
ended December 31, 2023:
Total
Number of
Shares
Purchased
Average Price
Paid per Share
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
Approximate Dollar
Value of Shares that
May Yet Be
Purchased Under
the Plans
—
—
—
—
—
—
—
— $
—
—
—
2,587
2,587
2,587
Period (Millions of dollars,
except number and price per
share)
October 1, 2023 through
October 31, 2023
November 1, 2023 through
November 30, 2023
December 1, 2023 through
December 31, 2023
Total
ITEM 6.
[RESERVED]
None.
34
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following Management Discussion and Analysis of Financial Condition and Results of Operations
(MD&A) is intended to promote understanding of the results of operations and financial condition of
the Company and generally discusses the results of operations for the current year compared to
prior two years. MD&A is provided as a supplement to, and should be read in connection with, the
Consolidated Financial Statements and Notes to the Consolidated Financial Statements included in
this Form 10-K.
Certain references to particular information in the Notes to the Consolidated Financial Statements
are made to assist readers.
OVERVIEW
Whirlpool's full-year net sales declined 1%, as North America share gains, increased volumes and the
addition of InSinkErator business, were more than offset by an increased promotional environment,
which returned to pre-pandemic levels in the second half of 2023.
Whirlpool saw GAAP net earnings available to Whirlpool of $481 million (net earnings margin of
2.5%), or $8.72 per share, compared to GAAP net loss available to Whirlpool of $(1,519) (net loss
margin of (7.7)%), or $(27.18) per share in the same prior-year period, primarily due to noncash loss
related to the planned contribution of our European major domestic appliance business recorded in
2022. Whirlpool delivered ongoing (non-GAAP) earnings per share of $16.16 and full-year ongoing
EBIT margin of 6.1%, compared to $19.64 and 6.9% in the same prior-year period.
On a GAAP basis, net earnings margins were impacted by strong cost take out actions and improved
supply chain performance, more than offset by negative price/mix, currency and continued
marketing and technology investments, and the conclusion of the strategic review of EMEA in 2022.
On an ongoing basis, Whirlpool's results were impacted primarily by the same drivers of strong cost
take out actions and improved supply chain performance, more than offset by negative price/mix,
currency and continued marketing and technology investments.
Cash provided by operating activities of $915 million, compared to $1.4 billion in 2022, alongside
free cash flow (non-GAAP) of $366 million in 2023, compared to $820 million in 2022, was primarily
driven by lower earnings and reduced working capital conversion.
Please see "Non-GAAP Financial Measures" elsewhere in this Management's Discussion and Analysis
for a reconciliation of these non-GAAP financial measures to their equivalent GAAP measures.
35
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (CONTINUED)
RESULTS OF OPERATIONS
The following table summarizes the consolidated results of operations:
Consolidated - In Millions (except per share data)
Net sales
Gross margin
Selling, general and administrative
Restructuring costs
Impairment of goodwill and other
intangibles
(Gain) loss on sale and disposal of
businesses
Interest and sundry (income) expense
Interest expense
Income tax expense
Net earnings available to Whirlpool
Diluted net earnings available to Whirlpool
per share
nm: not meaningful
December 31,
2023
$ 19,455
3,170
1,993
16
Better/
(Worse) %
2022
(1.4)% $ 19,724
3,073
1,820
21
3.2
(9.5)
23.8
2021
Better/
(Worse) %
(10.3)% $ 21,985
4,409
(30.3)
2,081
12.5
38
44.7
—
nm
384
nm
—
106
71
351
77
481
nm
nm
(84.7)
70.9
nm
1,869
(19)
190
265
(1,519)
nm
(88.1)
(8.6)
48.8
nm
(105)
(159)
175
518
1,783
$
8.72
nm
$ (27.18)
nm
$ 28.36
Consolidated net sales for 2023 decreased by 1.4% compared to 2022, primarily driven by the
unfavorable impact of product price/mix, partially offset by increased volume and the acquisition of
the InSinkErator business. Excluding the impact of foreign currency, net sales for 2023 decreased
1.7% compared to 2022. Consolidated net sales for 2022 decreased 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.
The chart below summarizes the balance of net sales by operating segment for 2023, 2022 and
2021, respectively.
The consolidated gross margin percentage for 2023 increased to 16.3% compared to 15.6% in 2022,
primarily driven by decreased raw material costs and cost productivity, partially offset by
unfavorable product/price mix. 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.
36
% of Net Sales59%58%57%19%20%23%17%16%14%5%6%6%North AmericaEMEALatin AmericaAsia2023202220210%10%20%30%40%50%60%
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (CONTINUED)
Results of Operating Segments
In 2023, 2022 and 2021, respectively, our operating segments were based on geographical region
and were defined as North America, EMEA, Latin America and Asia. These regions also represented
our reportable segments. Beginning January 1, 2024, we are conducting our business through five
operating segments, which consist of Major Domestic Appliances (“MDA”) North America; MDA
Europe, MDA Latin America; MDA Asia; and Small Domestic Appliances (“SDA”) Global. The chief
operating decision maker, who is the Company's Chairman and Chief Executive Officer, evaluates
performance based on 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. See Note 14 to the Consolidated Financial
Statements for additional information.
On January 16, 2023, Whirlpool entered into a contribution agreement with Arçelik A.Ş (“Arcelik”)
related to our European major domestic appliance business which is reported within our EMEA
reportable segment. The European disposal group met the criteria for held for sale accounting
during the fourth quarter of 2022. The operations of the disposal group did not meet the criteria to
be presented as discontinued operations. The transaction is expected to close by April 2024 and the
results of European major domestic appliance business will be included in our financials until closing
of the transaction. For additional information, see Note 15 to the Consolidated Financial Statements.
Whirlpool will retain ownership of its EMEA KitchenAid Small Domestic Appliance business, which
will be included in the SDA Global operating segment from January 1, 2024, onwards.
The following is a discussion of results for each of our operating segments. Each of our operating
segments has been impacted by disruptions in supply chains and distribution channels, which
largely stabilized in the first quarter of 2023, among other macroeconomic impacts which continued
throughout 2023.
37
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (CONTINUED)
NORTH AMERICA
Net Sales Summary
Net sales for 2023 decreased 0.4% compared to 2022 primarily driven by the unfavorable impact of
product price/mix, partially offset by increased volume and the acquisition of the InSinkErator
business. Excluding the impact of foreign currency, net sales decreased 0.1% in 2023. Net sales for
2022 decreased 8.1% compared to 2021 primarily driven by lower volume, partially offset by the
favorable impact of product/price mix. Excluding the impact of foreign currency, net sales decreased
7.9% in 2022.
EBIT Summary
EBIT margin for 2023 was 9.7% compared to 11.5% for 2022. EBIT decreased primarily due to the
unfavorable impact of product price/mix, partially offset by decreased raw material inflation and
favorable impact of cost productivity. EBIT margin for 2022 was 11.5% compared to 17.8% for 2021.
EBIT decreased primarily due to cost inflation and lower volume, partially offset by the favorable
impact of product/price mix.
EMEA
Net Sales Summary
Net sales for 2023 decreased 10.5% compared to 2022 primarily driven by lower volume, partially
offset by the favorable impact of product price/mix. Excluding the impact of foreign currency, net
sales decreased 12.2% in 2023. Net sales for 2022 decreased 20.9% compared to 2021 primarily due
to 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.
EBIT Summary
EBIT margin for 2023 was 1.6% compared to (1.4)% for 2022. EBIT margin increased primarily due to
the favorable impacts of held-for-sale treatment and reduced raw material inflation, partially offset
by lower volume. EBIT margin for 2022 was (1.4)% compared to 2.0% for 2021. In 2022, EBIT
decreased primarily due to cost inflation and lower volume, partially offset by the favorable impacts
of product price/mix.
38
Net Sales ($ Millions)11,42811,47412,491202320222021EBIT ($ Millions)1,1041,3192,220202320222021Net Sales ($ Millions)3,6014,0235,088202320222021EBIT ($ Millions)56(58)100202320222021 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (CONTINUED)
LATIN AMERICA
Net Sales Summary
Net sales for 2023 increased 9.0% compared to 2022 primarily driven by higher volume and the
impact of foreign currency. Excluding the impact of foreign currency, net sales increased 6.8% in
2023. Net 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.
EBIT Summary
EBIT margin for 2023 was 6.0% compared to 6.4% for 2022. EBIT margin decreased primarily due to
cost inflation, partially offset by higher volume. EBIT 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.
ASIA
Net Sales Summary
Net sales for 2023 decreased 7.5% compared to 2022 primarily due to the unfavorable impacts of
product price/mix and foreign currency, partially offset by higher volume. Excluding the impact of
foreign currency, net sales decreased 3.3% in 2023. Net sales for 2022 decreased 11.2% compared to
2021 primarily due to the divestiture of Whirlpool China and unfavorable impact of foreign currency.
Excluding the impact of foreign currency, net sales decreased 6.8% in 2022.
EBIT Summary
EBIT margin for 2023 was 2.7% compared to 4.9% for 2022. EBIT margin decreased primarily due to
the unfavorable impact of product price/mix, partially offset by the favorable impact of raw material
inflation and cost productivity. EBIT 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.
39
Net Sales ($ Millions)3,4083,1273,167202320222021EBIT ($ Millions)204200265202320222021Net Sales ($ Millions)1,0181,1001,239202320222021EBIT ($ Millions)275466202320222021 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (CONTINUED)
Selling, General and Administrative
The following table summarizes selling, general and administrative expenses as a percentage of
sales by operating segment:
Millions of dollars
North America
EMEA
Latin America
Asia
Corporate/other
Consolidated
2023
$ 936
381
323
114
239
$ 1,993
December 31,
As a %
of Net Sales
2022
As a %
of Net Sales
2021
8.2 % $
837
366
272
124
221
10.2 % $ 1,820
10.6
9.5
11.2
—
7.3 % $
9.1
8.7
11.3
—
860
502
261
151
307
9.2 % $ 2,081
As a %
of Net Sales
6.9 %
9.9
8.3
12.2
—
9.5 %
Consolidated selling, general and administrative expenses as a percent of consolidated net sales in
2023 increased compared to 2022. The increase is primarily driven by impacts of portfolio
transformation, increased employee compensation and marketing investments, in addition to a gain
from a sale-leaseback transaction in the first quarter of 2022. Consolidated selling, general and
administrative expenses as a percent of consolidated net sales in 2022 decreased compared to
2021. The decrease was primarily driven by a reduction in employee compensation related costs,
reductions in marketing spend, a gain from the 2022 sale-leaseback transaction, divestiture of
businesses and benefits of prior restructuring actions.
Restructuring
We incurred restructuring charges of $16 million, $21 million and $38 million for the years ended
December 31, 2023, 2022 and 2021, respectively.
Impairment of Goodwill and Other Intangibles
No material impairment charges of goodwill or other intangibles were recorded for the years ended
December 31, 2023 or 2021, respectively.
In the second quarter of 2022, we recorded an impairment loss of $384 million related to goodwill
($278 million) and other intangibles ($106 million) related to the EMEA reporting unit, and Indesit and
Hotpoint* trademarks, respectively. The primary indicators of impairment were the adverse impacts
from the continuation of the Russia and Ukraine conflict resulting in economic uncertainty in the
EMEA region, the divestiture of our Russia operations and other macroeconomic factors.
See Note 5 and Note 10 to the Consolidated Financial Statements and the Critical Accounting Policies
and Estimates section of this Management's Discussion and Analysis for additional information.
(Gain) Loss on Sale and Disposal of Businesses
We recorded a loss of $106 million related to the planned divestiture of our European major
domestic appliance business for the twelve months ended December 31, 2023, inclusive of a gain of
$180 million in the fourth quarter of 2023. These adjustments are primarily due to fair value
fluctuations driven by seasonality of net working capital, partially offset by transaction costs. In the
fourth quarter of 2022, we incurred a loss of $1.5 billion resulting in an aggregate loss on disposal of
$1.6 billion for the transaction. This adjustment is recorded in the loss on sale and disposal of
businesses and reflects transaction costs and ongoing reassessment of the fair value less costs to
sell of the disposal group which will continue to be evaluated each reporting period until completion
of the transaction.
*Whirlpool ownership of the Hotpoint brand in the EMEA and Asia Pacific regions is not affiliated with the Hotpoint brand sold
in the Americas.
40
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (CONTINUED)
On June 27, 2022, our subsidiary Whirlpool EMEA SpA entered into a share purchase agreement with
Arcelik to sell our Russian business to Arcelik for contingent consideration. On August 31, 2022, we
completed the sale to Arcelik. We incurred a loss of $348 million for the twelve months ended
December 31, 2022 related to the sale of the Russia business.
On May 6, 2021, the partial tender offer for Whirlpool China was completed and, subsequent to the
deconsolidation of the entity, we recorded a gain of $284 million in the third quarter of 2021.
On June 30 2021, we completed the sale of our Turkish subsidiary and incurred a loss of $164 million
in the second quarter of 2021. During the third quarter of 2021, an additional loss of $13 million
related to the final purchase price adjustments was recorded, increasing the total loss to
$177 million.
See Note 15 to the Consolidated Financial Statements for additional information.
Interest and Sundry (Income) Expense
Interest and sundry (income) expenses were $71 million, $(19) million and $(159) million for the
years ended December 31, 2023, 2022 and 2021, respectively.
Net interest and sundry income decreased $90 million in 2023 compared to 2022, primarily due to
reserves related to legacy EMEA legal matters.
Net interest and sundry income decreased $140 million in 2022 compared to 2021, primarily due to
a substantial liquidation of an offshore subsidiary, resulting in a total charge of $84 million for a
release of other comprehensive income on hedging and cumulative translation adjustments. The
remaining decrease is primarily due to a gain of $42 million on previously held equity interest of 49%
in Elica PB India recorded in 2021.
Interest Expense
Interest expense was $351 million, $190 million and $175 million for the years ended December 31,
2023, 2022 and 2021, respectively. Interest expense increased in 2023 compared to 2022 primarily
due to increase in long-term debt driven by the InSinkErator acquisition and higher average interest
rates. Interest expense increased in 2022 compared to 2021 primarily due to increase in long-term
debt driven by the InSinkErator acquisition.
For additional information, see Note 6 to the Consolidated Financial Statements.
Income Taxes
Income tax expense was $77 million, $265 million and $518 million for the years ended December
31, 2023, 2022 and 2021, respectively. The change in tax expense in 2023 compared to 2022 includes
legal entity restructuring tax benefits, related to simplifying its legal entity structure to reduce
administrative costs associated with the prior structure. The completion of the restructuring created
a tax-deductible loss which was recognized in the fourth quarter of 2023, and resulted in a
$172 million net tax benefit, partially offset by increases in valuation allowances.
The decrease in tax expense in 2022 compared to 2021 is primarily due to overall lower level of
earnings, partially offset by the impact of recorded impairments on the sale and disposal of
businesses and goodwill which are not deductible, and increases in valuation allowances.
See Note 13 to the Consolidated Financial Statements for additional information.
41
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (CONTINUED)
FORWARD-LOOKING PERSPECTIVE
Based on internal projections for the industry and broader economy, we currently estimate earnings
per diluted share and industry demand for 2024 to be within the following ranges:
Estimated GAAP earnings per diluted share, for the year ending December
31
$8.50 —$10.50
2024
Current Outlook
Industry demand
MDA North America
MDA Latin America
MDA Asia
SDA Global
MDA Europe (Q1)
0% —%2%
0% —%3%
4% —%6%
2% —%4%
(8)% —%(6)%
For the full-year 2024, we have incorporated our latest expectations of the following key trends in
our guidance: subdued demand with gradual improvement throughout the year, strong net cost
takeout actions delivering $300 million to $400 million of benefit, and margin expansion from our
refocused portfolio following our contribution of the European major domestic appliance business.
Our anticipated GAAP tax rate is approximately 24%. Additionally, we expect to generate cash from
operating activities of approximately $1,150 - $1,250 and free cash flow of between $550 million and
$650 million, including restructuring cash outlays of approximately $50 million and, with respect to
free cash flow, capital expenditures of approximately $600 million.
The table below reconciles projected 2024 cash provided by operating activities determined in
accordance with GAAP to free cash flow, a non-GAAP measure. Management believes that free cash
flow provides stockholders with a relevant measure of liquidity and a useful basis for assessing
Whirlpool's ability to fund its activities and obligations. There are limitations to using non-GAAP
financial measures, including the difficulty associated with comparing companies that use similarly
named non-GAAP measures whose calculations may differ from our calculations. We define free
cash flow as cash provided by operating activities less capital expenditures. For additional
information regarding non-GAAP financial measures, see the Non-GAAP Financial Measures section
of Management's Discussion and Analysis.
Millions of dollars
Cash provided by (used in) operating activities(1)
Capital expenditures
Free cash flow
2024
Current Outlook
$1,150 - $1,250
~(600)
~$550 - $650
(1)
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.
The projections above are based on many estimates and are inherently subject to change based on
future decisions made by management and the Board of Directors of Whirlpool, and significant
economic, competitive and other uncertainties and contingencies.
NON-GAAP FINANCIAL MEASURES
We supplement the reporting of our financial information determined under U.S. generally accepted
accounting principles (GAAP) with certain non-GAAP financial measures, some of which we refer to
as "ongoing" measures, including:
•
Earnings before interest and taxes (EBIT)
42
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (CONTINUED)
•
EBIT margin
• Ongoing EBIT
• Ongoing earnings per diluted share
• Ongoing EBIT margin
•
•
Sales excluding foreign currency
Free cash flow
• Gross debt leverage
Ongoing measures, including ongoing earnings per diluted share and ongoing EBIT, exclude items
that may not be indicative of, or are unrelated to, results from our ongoing operations and provide a
better baseline for analyzing trends in our underlying businesses. Ongoing EBIT margin and EBIT
margin are calculated by dividing ongoing EBIT and EBIT, respectively, by net sales. Sales excluding
foreign currency is calculated by translating the current period net sales, in functional currency, to
U.S. dollars using the prior-year period's exchange rate compared to the prior-year period net sales.
Management believes that sales excluding foreign currency provides stockholders with a clearer
basis to assess our results over time, excluding the impact of exchange rate fluctuations.
Management believes that Gross Debt Leverage
(Gross Debt/Ongoing EBITDA) provides
stockholders with a clearer basis to assess the Company's ability to pay off its incurred debt. We also
disclose segment EBIT, which we define as operating profit less interest and sundry (income)
expense and excluding restructuring costs, asset impairment charges and certain other items, if any,
that management believes are not indicative of the region's ongoing performance, as the financial
metric used by the Company's Chief Operating Decision Maker to evaluate performance and allocate
resources in accordance with ASC 280, Segment Reporting.
Management believes that free cash flow provides stockholders with a relevant measure of liquidity
and a useful basis for assessing Whirlpool's ability to fund its activities and obligations. The
Company provides free cash flow related metrics, such as free cash flow as a percentage of net
sales, as long-term management goals, not an element of its annual financial guidance, and as such
does not provide a reconciliation of free cash flow and adjusted free cash flow to cash provided by
(used in) operating activities, the most directly comparable GAAP measure, for these long-term goal
metrics. Any such reconciliation would rely on market factors and certain other conditions and
assumptions that are outside of the Company's control. Whirlpool does not provide a non-GAAP
reconciliation for its other forward looking long-term value creation and other goals, such as organic
net sales, EBIT, and gross debt/Ongoing EBITDA, as such reconciliations related to longer-term
metrics would rely on market factors and certain other conditions and assumptions that are outside
of the company’s control.
We believe that these non-GAAP measures provide meaningful information to assist investors and
stockholders in understanding our financial results and assessing our prospects for future
performance, and reflect an additional way of viewing aspects of our operations that, when viewed
with our GAAP financial measures, provide a more complete understanding of our business.
Because non-GAAP financial measures are not standardized, it may not be possible to compare
these financial measures with other companies' non-GAAP financial measures having the same or
similar names. These non-GAAP financial measures should not be considered in isolation or as a
substitute for reported net earnings (loss) available to Whirlpool, net sales, net earnings (loss) as a
percentage of net sales (net earnings margin), net earnings (loss) per diluted share and cash
provided by (used in) operating activities, the most directly comparable GAAP financial measures.
We strongly encourage investors and stockholders to review our financial statements and publicly
filed reports in their entirety and not to rely on any single financial measure.
43
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
Interest expense
Twelve Months Ended
December 31,
2023
2022
$
481 $
(1,519)
7
77
351
8
265
190
Earnings before interest & taxes
Impairment of goodwill, intangibles and other assets (a)
Impact of M&A transactions (b)
Legacy EMEA legal matters (c)
Substantial liquidation of subsidiary (d)
Ongoing EBIT(2)
1,360
(1) Net earnings margin is approximately 2.5% and (7.7)% for the twelve months ended December 31, 2023 and 2022,
respectively, and is calculated by dividing net earnings (loss) available to Whirlpool by consolidated net sales for the
twelve months ended December 31, 2023 and 2022, respectively.
916 $
—
181
94
—
1,191 $
(1,056)
1,936
396
84
—
$
$
(2) Ongoing EBIT margin is approximately 6.1% and 6.9% for the twelve months ended December 31, 2023 and 2022,
respectively. Ongoing EBIT margin is calculated by dividing Ongoing EBIT by consolidated net sales for the twelve months
ended December 31, 2023 and 2022, respectively.
Ongoing Earnings Per Diluted Share Reconciliation:
Earnings per diluted share
Impairment of goodwill and other intangibles (a)
Impact of M&A transactions (b)
Legacy EMEA legal matters (c)
Substantial liquidation of subsidiary (d)
Income tax impact
Normalized tax rate adjustment (e)
Share count adjustment (f)
Ongoing earnings per diluted share
Free Cash Flow (FCF) Reconciliation:
in millions
Cash provided by (used in) operating activities
Capital expenditures
Free cash flow
Cash provided by (used in) investing activities
Cash provided by (used in) financing activities
44
Twelve Months Ended
December 31,
2023
2022
8.72 $
—
3.27
1.71
—
0.35
2.11
—
16.16 $
(27.18)
7.08
34.63
—
1.51
(1.89)
5.69
(0.20)
19.64
Twelve Months Ended
December 31,
2023
2022
915 $
1,390
(549)
366 $
(570)
820
(553) $
(3,568)
(792) $
1,206
$
$
$
$
$
$
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (CONTINUED)
Footnotes
(a) IMPAIRMENT OF GOODWILL, INTANGIBLES AND OTHER ASSETS - During the second quarter of
2022, the carrying value of the EMEA reporting unit and Indesit and Hotpoint* trademarks
exceeded their fair values resulting in an impairment charge of $384 million which is recorded
within Impairment of goodwill and other intangibles.
Additionally, during the fourth quarter of 2022, we recognized an impairment charge of $12 million
related to the equity method investment in Brazil, which is recorded within Equity method
investment income (loss), net of tax.
(b) 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
$1.5 billion in the fourth-quarter of 2022. The loss includes a write-down of the net assets of
$1.2 billion of the disposal group to a fair value of $139 million and also includes $393 million of
cumulative currency translation adjustments, $98 million release of other comprehensive loss on
pension and $18 million of other transaction related costs. 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. We recorded a loss of
$106 million related to the planned divestiture of our European major domestic appliance
business for the twelve months ended December 31, 2023, inclusive of a gain of $180 million in
the fourth quarter of 2023, resulting in a total loss of $1.6 billion for the transaction.
Additionally, we incurred other identifiable costs related to portfolio transformation, totaling $75
million in 2023, of which $57 million was recorded in the fourth quarter. This amount consisted of
the following costs: an impairment charge of $27 million related to the equity method investment
in Brazil, which is recorded within Equity method investment income (loss), net of tax, and an
impairment charge along with other business closing-related costs of $20 million in North America,
which is primarily recorded in Selling, General and Administrative expenses. Furthermore, during
the fourth-quarter 2023, we incurred other unique transaction related costs of $10 million related
to portfolio transformation for a total of $28 million for the twelve months ended December 31,
2023. These other transaction costs are recorded in Selling, General and Administrative expenses
on our Consolidated Statements of Income (Loss).
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).
(c) LEGACY EMEA LEGAL MATTERS - During the first quarter of 2023, the Company accrued $62
million related to the Competition Investigation and Trade Customer Insolvency matters of our
European major domestic appliance business. During the second quarter of 2023, the accrual was
increased by $36 million resulting in an aggregate amount of $98 million for the six months ended
June 30, 2023. An immaterial adjustment was made in the fourth quarter of 2023 related to these
matters. For additional information, see Note 7 to the Consolidated Financial Statements.
* Whirlpool ownership of the Hotpoint brand in the EMEA and Asia Pacific regions is not affiliated with the Hotpoint brand sold
in the Americas.
45
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (CONTINUED)
(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) NORMALIZED TAX RATE ADJUSTMENT - For the full-year 2023, the Company calculated ongoing
earnings per share using an adjusted tax rate of (6.7)%, which excludes certain tax related impacts
of M&A transactions and certain tax related impacts to legal entity restructuring transactions. For
the full-year 2022, the Company calculated ongoing earnings per share using an adjusted tax rate
of 4.4%, which excludes the impacts of the non-tax deductible loss on sale of the Russia business
of $348 million and impairment of goodwill of $278 million recorded in the second quarter of
2022, along with the impact of M&A transactions of approximately $1.5 billion recorded in the
fourth quarter of 2022.
(f) NORMALIZED SHARE COUNT ADJUSTMENT - As a result of our 2022 GAAP earnings loss, the
impact of antidilutive shares was excluded from the loss per share calculation on a GAAP basis.
The share count adjustment used in the calculation of the full-year ongoing earnings per diluted
share includes basic shares outstanding of 55.9 million plus the impact of antidilutive shares of 0.6
million which were excluded on a GAAP basis.
FINANCIAL CONDITION AND LIQUIDITY
Our objective is to finance our business through operating cash flow and the appropriate mix of
long-term and short-term debt. By diversifying the maturity structure, we avoid concentrations of
debt, reducing liquidity risk. We have varying needs for short-term working capital financing as a
result of the nature of our business. We regularly review our capital structure through the lens of
maintaining our strong investment grade credit rating. We also regularly review our capital
allocation priorities, which include funding innovation and growth through capital and research and
development expenditures; opportunistic mergers and acquisitions; returns to shareholders
through dividends and/or share repurchases; and debt repayment.
The Company believes that free cash flow provides stockholders with a relevant measure of liquidity
and a useful basis for assessing Whirlpool's ability to fund its activities and obligations. Whirlpool
has historically been able to leverage its strong free cash flow generation to fund our operations,
pay for any debt servicing costs and allocate capital for reinvestment in our business, funding share
repurchases and dividend payments.
Our short term potential uses of liquidity include funding our ongoing capital and research and
development spending, debt repayment, and returns to shareholders. We have $800 million of debt
maturing in the next twelve months, which we expect to repay through a combination of refinancing,
cash flow generation and cash on hand. Furthermore, in 2024 we expect to incur capital
expenditures of approximately $600 million.
On November 30, 2023, the Company announced its intention to enter into one or more
transactions to sell up to 24% of its ownership interest in Whirlpool of India Limited ("Whirlpool
India") in 2024. The Company currently maintains a 75% ownership interest in Whirlpool India
through a wholly-owned subsidiary, and intends to retain a controlling interest in Whirlpool India
following completion of such transaction or transactions. The Company expects to use transaction
proceeds to reduce debt levels, which will enhance balance sheet flexibility. This proposed
transaction had no financial impact for the twelve months ended December 31, 2023.
The Company had cash and cash equivalents of approximately $1.6 billion at December 31, 2023, of
which 72% was held by subsidiaries in foreign countries. For each of its foreign subsidiaries, the
Company makes an assertion regarding the amount of earnings intended for permanent
reinvestment, with the balance available to be repatriated to the United States. The cash held by
foreign subsidiaries for permanent reinvestment is generally used to finance the subsidiaries'
operational activities and expected future foreign investments. Our intent is to permanently reinvest
these funds outside of the United States and our current plans do not demonstrate a need to
repatriate the cash to fund our U.S. operations. However, if these funds were repatriated, we would
be required to accrue and pay applicable United States taxes (if any) and withholding taxes payable
46
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (CONTINUED)
to various countries. It is not practical to estimate the amount of the deferred tax liability associated
with the repatriation of cash due to the complexity of its hypothetical calculation.
At December 31, 2023, we had cash or cash equivalents greater than 1% of our consolidated assets
in the United States, Brazil and India which represented 2.5%, 2.5% and 1.5%, respectively. In
addition, we had third-party accounts receivable outside of the United States greater than 1% of our
consolidated assets in Brazil and Mexico, which represented 1.7% and 1.2%, respectively. We
continue to monitor general financial instability and uncertainty globally.
Notes payable primarily consists of short-term borrowings payable to banks, which are generally
used to fund working capital requirements. At December 31, 2023, we had $17 million of notes
payable outstanding. See Note 6 to the Consolidated Financial Statements for additional
information.
We monitor the credit ratings and market indicators of credit risk of our lending, depository,
derivative counterparty banks and customers regularly, and take certain actions to manage credit
risk. We diversify our deposits and investments in short-term cash equivalents to limit the
concentration of exposure by counterparty. We also continue to review customer conditions
globally.
In the past, when faced with a potential volume reduction from any one particular segment of our
trade distribution network, we generally have been able to offset such declines through increased
sales throughout our broad distribution network.
For additional information on transfers and servicing of financial assets, accounts payable
outsourcing and guarantees, see Note 1 and Note 7 to the Consolidated Financial Statements.
Share Repurchase Program
For additional information about our share repurchase program, see Note 11 to the Consolidated
Financial Statements.
Sources and Uses of Cash
We met our cash needs during 2023 through cash flows from operations, cash and cash equivalents,
and financing arrangements. Our cash, cash equivalents and restricted cash at December 31, 2023
decreased $388 million compared to the same period in 2022.
The following table summarizes the net increase (decrease) in cash, cash equivalents and restricted
cash for the periods presented. Significant drivers of changes in our cash and cash equivalents
balance during 2023 are discussed below:
Cash Flow Summary
Millions of dollars
Cash provided by (used in):
Operating activities
Investing activities
Financing activities
Effect of exchange rate changes
Less: change in cash classified as held for sale
$
Net increase in cash, cash equivalents and restricted cash
$
Cash Flows from Operating Activities
2023
2022
2021
915 $
(553)
(792)
45
(3)
(388) $
1,390 $
(3,568)
1,206
(20)
(94)
(1,086) $
2,176
(660)
(1,339)
(67)
—
110
Cash provided by operating activities in 2023 decreased compared to 2022. The decrease was
primarily driven by reduced cash earnings in 2023 and higher incremental working capital actions in
the prior year.
47
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (CONTINUED)
Cash provided by operating activities in 2022 decreased compared to 2021. The decrease was
primarily driven by reduced cash earnings partially offset by the favorable cash impact of improved
working capital and hedge settlements in the prior period.
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
Cash used in investing activities in 2023 decreased compared to 2022. The decrease was primarily
driven by the $3 billion cash outflow for the purchase of the InSinkErator business that occurred in
2022.
The increase in cash used in investing activities during 2022 primarily reflects the $3 billion cash
outflow for the purchase of the InSinkErator business.
Cash Flows from Financing Activities
Cash used in financing activities increased during 2023 compared to 2022. The increase was
primarily driven by current year net debt repayments of approximately $450 million and the
$2.5 billion proceeds from borrowings of long-term debt related to the InSinkErator acquisition in
the prior year. The increase in cash provided by financing activities during 2022 primarily reflects the
proceeds of $2.5 billion from borrowings of long-term debt related to the InSinkErator acquisition.
Dividends paid in financing activities were $384 million, $390 million, and $338 million during 2023,
2022 and 2021, respectively.
Financing Arrangements
The Company had total committed credit facilities of approximately $5.7 billion and $6.2 billion at
December 31, 2023 and 2022, 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 $2.0 billion and $2.5 billion drawn on the term loan at December 31, 2023
and December 31, 2022, respectively. These funds were used to fund the InSinkErator acquisition in
the fourth quarter of 2022 and were partially repaid in 2023.
See Note 6 to the Consolidated Financial Statements for additional information.
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, 2023 and 2022, we had approximately
$464 million and $401 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, 6-9 and 13 to the Consolidated
Financial Statements for additional information.
Dividends
On October 16, 2023, our Board of Directors approved a quarterly dividend on our common stock of
$1.75 per share.
48
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (CONTINUED)
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.
Our pension and other postretirement benefit obligations at December 31, 2023 and preliminary
retirement benefit costs for 2024 were prepared using the assumptions that were determined as of
December 31, 2023. The following table summarizes the sensitivity of our December 31, 2023
retirement obligations and 2024 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 2023
2024 Expense
1/(1)
(11)/11
(84)/91
–
+/-50bps
0/0
(4)/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 8 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
49
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (CONTINUED)
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, 2023 and 2022, we had total deferred tax assets of $2.9 billion and $2.6 billion,
respectively, net of valuation allowances of $490 million and $412 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.
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 7 and Note 13 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,
2023 and 2022, warranty expense as a percentage of consolidated net sales approximated 1.2% and
1.4%, respectively. For additional information about warranty obligations, see Note 7 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, 2023 and 2022, we had goodwill of approximately $3.3 billion
and $3.3 billion, respectively. We have trademark assets with a carrying value of approximately
$2.8 billion and $2.8 billion at December 31, 2023 and 2022, respectively.
For additional information, see Notes 10 and 15 to the Consolidated Financial Statements.
50
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (CONTINUED)
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
of the reporting unit or indefinite-lived intangible; actual and projected revenue and EBIT margin;
industry outlooks;
relevant market data for both the Company and
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.
its peer companies;
For our annual impairment assessment as of October 1, 2023, 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 2023, 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. The goodwill 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 no further testing is required.
If the fair value of the reporting unit exceeds its carrying amount, no impairment loss is measured.
Based on the quantitative assessment performed as of May 31, 2022, the carrying value of the EMEA
reporting unit exceeded its fair value resulting in a goodwill impairment loss for the full carrying
amount of $278 million during the second quarter of 2022 and for the twelve months ended
December 31, 2022.
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 business conditions, operating performance and economic conditions. In performing the
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, 2023. Lower-than-expected industry demand has
affected Maytag similarly to the rest of the North America region; however, we expect future year
revenues to improve as we recover from temporary volume loss and continue to execute our brand
leadership strategy and benefit from new product investments. The fair value of the Maytag
trademark exceeded its carrying value of $1,021 million by approximately 9%.
A 10% reduction of forecasted Maytag revenues would result in an impairment charge of
approximately $24 million.
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 $60 million.
We determined a discount rate of 9.50% for Maytag, noting that a 50 basis point increase in the
discount rate would result in a breakeven scenario.
InSinkErator trademark
Our InSinkErator trademark is at risk at December 31, 2023. The InSinkErator business was acquired
in the fourth quarter of 2022 and is included in our North America operating segment. Lower-than-
expected industry demand has affected the InSinkErator business similarly to the rest of the North
America region. The long-term expectations for this newly acquired business have not changed, and
the full value potential of the InSinkErator business is expected to be realized in the forthcoming
years.
The fair value of the InSinkErator trademark exceeded its carrying value of $1,300 million by
approximately 3%. 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 forecasted InSinkErator revenues would result in an impairment charge of
approximately $114 million.
We determined a royalty rate of 12% for the InSinkErator trademark, noting that a 50 basis point
reduction of the royalty rate would result in an impairment charge of approximately $21 million.
We determined a discount rate of 8.25% for InSinkErator, noting that a 50 basis point increase in the
discount rate would result in an impairment charge of approximately $98 million.
52
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (CONTINUED)
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.
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 2023 or
2022.
For additional information about goodwill and indefinite-life intangible valuations, see Note 5 and
Note 10 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 7 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
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.
Raw Materials and Global Economy
The current domestic and international political environment have contributed to uncertainty
surrounding the future state of the global economy. We have experienced raw material inflation in
certain prior years based on the impact of U.S. tariffs and other global macroeconomic factors. Due
to many factors beyond our control, including the conflict in Ukraine and related sanctions, the
Israel-Palestinian conflict, the Red Sea conflict and its impact on shipping and logistics and
government actions in China, among other factors, we expect to continue to be impacted by the
following factors: a global shortage of certain components, such as semiconductors, a strain on raw
material and input cost inflation, and fluctuations in logistics availability, timing and costs, all of
which began easing in 2023 but remain volatile. This could require us to modify our current business
practices, and could have a material adverse effect on our financial statements in any particular
reporting period.
* Whirlpool ownership of the Hotpoint brand in the EMEA and Asia Pacific regions is not affiliated with the Hotpoint brand sold
in the Americas.
53
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (CONTINUED)
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements made by us or on our behalf. Certain statements contained in this quarterly report,
including those within the forward-looking perspective section within the Management's Discussion
and Analysis section, and other written and oral statements made from time to time by us or on our
behalf do not relate strictly to historical or current facts and may contain forward-looking
statements that reflect our current views with respect to future events and financial performance. As
such, they are considered "forward-looking statements" which provide current expectations or
forecasts of future events. Such statements can be identified by the use of terminology 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. Our forward-looking
statements generally relate to our growth strategies, financial results, product development, and
sales efforts. These forward-looking statements should be considered with the understanding that
such statements involve a variety of risks and uncertainties, known and unknown, and may be
affected by
inaccurate assumptions. Consequently, no forward-looking statement can be
guaranteed and actual results may vary materially.
This document contains forward-looking statements about Whirlpool Corporation and
its
consolidated subsidiaries ("Whirlpool") that speak only as of this date. Whirlpool disclaims any
obligation to update these statements. Forward-looking statements in this document may include,
but are not limited to, statements regarding future financial results, long-term value creation goals,
restructuring and resegmentation expectations, productivity, raw material prices and related costs,
supply chain, transaction-related closing and synergies expectations, asset impairment, litigation,
ESG efforts, debt repayment expectations, and the impact of COVID-19 and the Russia/Ukraine,
Israel and Red Sea conflicts on our operations. Many risks, contingencies and uncertainties could
cause actual results to differ materially from Whirlpool's forward-looking statements. Among these
factors are: (1) intense competition in the home appliance industry, and the impact of the changing
retail environment, including direct-to-consumer sales; (2) Whirlpool's ability to maintain or increase
sales to significant trade customers; (3) Whirlpool's ability to maintain its reputation and brand
image; (4) the ability of Whirlpool to achieve its business objectives and leverage its global operating
platform, and accelerate the rate of innovation; (5) Whirlpool’s ability to understand consumer
preferences and successfully develop new products; (6) Whirlpool's ability to obtain and protect
intellectual property rights; (7) acquisition, divestiture, and investment-related risks, including risks
associated with our past acquisitions; (8) the ability of suppliers of critical parts, components and
manufacturing equipment to deliver sufficient quantities to Whirlpool in a timely and cost-effective
manner; (9) COVID-19 pandemic, other public health emergency-related business disruptions and
economic uncertainty; (10) Whirlpool's ability to navigate risks associated with our presence in
emerging markets; (11) risks related to our international operations; (12) Whirlpool's ability to
respond to unanticipated social, political and/or economic events; (13) information technology
system failures, data security breaches, data privacy compliance, network disruptions, and
cybersecurity attacks; (14) product liability and product recall costs; (15) Whirlpool's ability to attract,
develop and retain executives and other qualified employees; (16) the impact of labor relations; (17)
fluctuations in the cost of key materials (including steel, resins, base metals) and components and
the ability of Whirlpool to offset cost increases; (18) Whirlpool's ability to manage foreign currency
fluctuations; (19) impacts from goodwill impairment and related charges; (20) triggering events or
circumstances impacting the carrying value of our long-lived assets; (21) inventory and other asset
risk; (22) health care cost trends, regulatory changes and variations between results and estimates
that could increase future funding obligations for pension and postretirement benefit plans; (23)
litigation, tax, and legal compliance risk and costs; (24) the effects and costs of governmental
investigations or related actions by third parties; (25) changes in the legal and regulatory
environment including environmental, health and safety regulations, data privacy, and taxes and
tariffs; (26) Whirlpool's ability to respond to the impact of climate change and climate change
regulation; and (27) the uncertain global economy and changes in economic conditions.
Additional information concerning these and other factors can be found in "Risk Factors" in Item 1A
of this report.
54
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (CONTINUED)
We undertake no obligation to update any forward-looking statement, and investors are advised to
review disclosures in our filings with the SEC. It is not possible to foresee or identify all factors that
could cause actual results to differ from expected or historic results. Therefore, investors should not
consider the foregoing factors to be an exhaustive statement of all risks, uncertainties, or factors
that could potentially cause actual results to differ from forward-looking statements.
Unless otherwise indicated, the terms "Whirlpool," "the Company," "we," "us," and "our" refer to
Whirlpool Corporation and its consolidated subsidiaries.
55
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
MARKET RISK
We have in place an enterprise risk management process that involves systematic risk identification
and mitigation covering the categories of enterprise, strategic, financial, operational and compliance
and reporting risks. The enterprise risk management process receives Board of Directors and
management oversight, drives risk mitigation decision-making and is fully integrated into our
internal audit planning and execution cycle.
We are exposed to market risk from changes in foreign currency exchange rates, domestic and
foreign interest rates, and commodity prices, which can affect our operating results and overall
financial condition. We manage exposure to these risks through our operating and financing
activities and, when deemed appropriate, through the use of derivatives. Derivatives are viewed as
risk management tools and are not used for speculation or for trading purposes. Derivatives are
generally contracted with a diversified group of investment grade counterparties to reduce exposure
to nonperformance on such instruments.
We use foreign currency forward contracts, currency options, currency swaps and cross-currency
swaps to hedge the price risk associated with firmly committed and forecasted cross-border
payments and receipts related to ongoing business and operational financing activities. At
December 31, 2023 and 2022, our most significant foreign currency exposures related to the
Brazilian Real, Canadian Dollar and British Pound. We may also use forward or option contracts to
hedge our investment in the net assets of certain international subsidiaries to offset foreign
currency translation adjustments related to our net investment in those subsidiaries. These foreign
currency contracts are sensitive to changes in foreign currency exchange rates. At December 31,
2023, a 10% favorable or unfavorable exchange rate movement in each currency in our portfolio of
foreign currency contracts would have resulted in an incremental unrealized gain of approximately
$195 million or loss of approximately $215 million, respectively. Consistent with the use of these
contracts to mitigate the effect of exchange rate fluctuations, such unrealized losses or gains would
be offset by corresponding gains or losses, respectively, in the re-measurement of the underlying
exposures.
We enter into interest rate swap and cross-currency swap agreements to manage our exposure to
interest rate risk from long-term debt issuances or cross-currency debt. At December 31, 2023, a 100
basis point increase or decrease in interest rates would have resulted in an incremental unrealized
gain of approximately $3 million or unrealized loss of approximately $4 million, respectively, related
to these contracts.
We enter into commodity swap contracts to hedge the price risk associated with firmly committed
and forecasted commodities purchases, the prices of which are not fixed directly through supply
contracts. At December 31, 2023, a 10% favorable or unfavorable shift in commodity prices would
have resulted in an incremental gain or loss of approximately $18 million, respectively, related to
these contracts.
There is no material change to market risk exposure other than foreign exchange, which is
attributable to a change in the size of the derivative portfolio year over year. For additional
information, see Note 9 to the Consolidated Financial Statements.
56
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
TABLE OF CONTENTS
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
Significant Accounting Policies
Revenue Recognition
Leases
Inventories
Goodwill and Other Intangibles
Financing Arrangements
Commitments and Contingencies
Pension and Other Postretirement Benefit Plans
Hedges and Derivative Financial Instruments
Fair Value Measurements
Stockholders' Equity
Share-Based Incentive Plans
Income Taxes
Segment Information
Acquisitions and Divestitures
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)
PAGE
58
59
60
61
62
PAGE
63
72
76
77
78
81
83
87
95
99
102
103
105
110
113
133
57
WHIRLPOOL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
Year Ended December 31,
(Millions of dollars, except per share data)
Net sales
Expenses
Cost of products sold
Gross margin
Selling, general and administrative
Intangible amortization
Restructuring costs
Impairment of goodwill and other intangibles
Loss (gain) on sale and disposal of businesses
Operating profit (loss)
Other (income) expense
Interest and sundry (income) expense
Interest expense
Earnings (loss) before income taxes
Income tax expense (benefit)
Equity method investment income (loss), net of tax
Net earnings (loss)
Less: Net earnings (loss) available to noncontrolling interests
Net earnings (loss) available to Whirlpool
Per share of common stock
Basic net earnings (loss) available to Whirlpool
Diluted net earnings available to Whirlpool
Weighted-average shares outstanding (in millions)
Basic
Diluted
2023
2022
$ 19,455 $ 19,724 $ 21,985
2021
16,285
16,651
17,576
3,170
1,993
40
16
—
106
1,015
3,073
1,820
35
21
384
1,869
(1,056)
71
351
593
77
(28)
488
7
481 $
(19)
190
(1,227)
265
(19)
(1,511)
8
(1,519) $
4,409
2,081
47
38
—
(105)
2,348
(159)
175
2,332
518
(8)
1,806
23
1,783
8.76 $
8.72 $
(27.18) $
(27.18) $
28.73
28.36
55.0
55.2
55.9
55.9
62.1
62.9
$
$
$
The accompanying notes are an integral part of these Consolidated Financial Statements.
58
WHIRLPOOL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Year Ended December 31,
(Millions of dollars)
Net earnings (loss)
Other comprehensive income (loss), before tax:
Foreign currency translation adjustments
Derivative instruments:
Net (loss) gain arising during period
Less: reclassification adjustment for gain (loss) included in net
earnings (loss)
Derivative instruments, net
Defined benefit pension and postretirement plans:
Prior service (cost) credit arising during period
Net gain (loss) arising during period
Less: amortization of prior service credit (cost) and actuarial (loss)
Defined benefit pension and postretirement plans, net
2023
2022
2021
$
488 $
(1,511) $
1,806
22
280
364
(100)
119
(36)
(64)
(1)
(99)
(1)
(99)
93
26
5
(54)
(22)
(27)
53
(12)
(88) $
267 $
282
255
27
—
56
(48)
104
495
(41)
454
400 $
(1,244) $
2,260
7
8
23
Other comprehensive income (loss), before tax
(141)
279
Income tax benefit (expense) related to items of other
comprehensive income (loss)
Other comprehensive income (loss), net of tax
Comprehensive income (loss)
Less: comprehensive income (loss), available to noncontrolling
interests
$
$
Comprehensive income (loss) available to Whirlpool
$
393 $
(1,252) $
2,237
The accompanying notes are an integral part of these Consolidated Financial Statements.
59
WHIRLPOOL CORPORATION
CONSOLIDATED BALANCE SHEETS
At December 31,
(Millions of dollars)
Assets
Current assets
Cash and cash equivalents
Accounts receivable, net of allowance of $47 and $49, respectively
Inventories
Prepaid and other current assets
Assets held for sale
Total current assets
Property, net of accumulated depreciation of $5,259 and $4,808,
respectively
Right of use assets
Goodwill
Other intangibles, net of accumulated amortization of $440 and $400,
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
Common stock, $1 par value, 250 million shares authorized, 114 million
and 114 million shares issued, respectively, and 55 million and 54
million shares outstanding, respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss
Treasury stock, 60 million and 60 million shares, respectively
Total Whirlpool stockholders' equity
Noncontrolling interests
Total stockholders' equity
Total liabilities and stockholders' equity
2023
2022
$
1,570 $
1,529
2,247
717
144
6,207
2,234
721
3,330
3,124
1,958
1,555
2,089
653
139
6,394
2,102
691
3,314
3,164
1,317
379
1,063
396
$ 17,312 $ 17,124
$
3,598 $
491
603
238
17
800
614
587
6,948
6,414
147
107
612
547
7,827
3,376
481
623
159
4
248
550
490
5,931
7,363
184
96
584
460
8,687
114
114
3,078
8,358
(2,178)
(7,010)
2,362
175
2,537
3,061
8,261
(2,090)
(7,010)
2,336
170
2,506
$ 17,312 $ 17,124
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
Loss (gain) 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: change 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
2023
2022
2021
$
488 $ (1,511) $ 1,806
361
—
106
—
475
384
1,869
—
159
(123)
1
(37)
122
(97)
(59)
103
(109)
915
854
(49)
(612)
(51)
113
18
(105)
(288)
293
1,390
(549)
10
(14)
—
—
(553)
(570)
77
(3,000)
(75)
—
(3,568)
2,800
304
(750)
34
(384)
—
4
—
(300)
(4)
(390)
(903)
3
—
(792) 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)
45
(3)
(388)
(20)
(94)
(1,086)
(67)
—
110
2,934
3,044
1,958
$ 1,570 $ 1,958 $ 3,044
$
$
370 $
175 $
161 $
247 $
169
388
The accompanying notes are an integral part of these Consolidated Financial Statements.
61
WHIRLPOOL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Year ended December 31,
(Millions of dollars)
Balances, December 31, 2020
Comprehensive income
Net earnings (loss)
Other comprehensive income
(loss)
Comprehensive income
Stock issued (repurchased)
Dividends declared
Acquisitions and Divestitures
Balances, December 31, 2021
Comprehensive income
Net earnings (loss)
Other comprehensive income
(loss)
Comprehensive income
Stock issued (repurchased)
Dividends declared
Acquisitions and Divestitures
Balances, December 31, 2022
Comprehensive income
Net earnings
Other comprehensive income
(loss)
Comprehensive income
Stock issued (repurchased)
Dividends declared
Acquisitions and divestitures
Balances, December 31, 2023
Whirlpool Stockholders' Equity
Total
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury Stock/
Additional Paid-
In-Capital
Common
Stock
Non-
Controlling
Interests
$ 4,795 $ 8,725 $
(2,811) $
(2,142) $
113 $
910
1,806
1,783
—
—
—
23
454
2,260
(938)
(340)
(764)
5,013
—
1,783
—
(338)
—
10,170
454
454
—
—
—
(2,357)
—
—
(939)
—
—
(3,081)
—
—
1
—
—
114
(1,511)
(1,519)
—
—
—
267
(1,244)
(868)
(395)
—
2,506
—
(1,519)
—
(390)
—
8,261
267
267
—
—
—
(2,090)
—
—
(868)
—
—
(3,949)
—
—
—
—
—
114
—
23
—
(2)
(764)
167
8
—
8
—
(5)
—
170
488
481
—
—
—
7
(88)
400
17
(386)
—
—
481
—
(384)
—
$ 2,537 $ 8,358 $
(88)
(88)
—
—
—
(2,178) $
—
—
17
—
—
(3,932) $
—
—
—
—
—
114 $
—
7
—
(2)
—
175
The accompanying notes are an integral part of these Consolidated Financial Statements.
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. Beginning January 1, 2024, we are
conducting our business through five operating segments, which consist of Major Domestic
Appliances (“MDA”) North America; MDA Europe, MDA Latin America; MDA Asia; and Small Domestic
Appliances (“SDA”) Global.
On January 16, 2023, Whirlpool entered into a contribution agreement with Arçelik A.Ş (“Arcelik”) in
alignment with Whirlpool’s portfolio transformation. Under the terms of the agreement, Whirlpool
will contribute its European major domestic appliance business, and Arcelik will contribute its
European major domestic appliance, consumer electronics, air conditioning, and small domestic
appliance businesses into the newly formed entity of which Whirlpool will own 25% and Arcelik 75%,
subject to an adjustment mechanism based on certain financial matters. Separately, Whirlpool
agreed in principle to the sale of Whirlpool’s Middle East and Africa business to Arcelik. These
transactions impact businesses that are collectively referred to as the European major domestic
appliance business which was classified as held for sale in the fourth quarter of 2022. Whirlpool will
retain ownership of its EMEA KitchenAid small domestic appliance business.
The transactions are expected to close by April 2024 and include nine Whirlpool production sites
located in Italy, Poland, Slovakia, and the UK, as well as Arçelik’s two production facilities in Romania.
For additional information, see Note 15 to the Consolidated Financial Statements.
The MDA Europe business will be deconsolidated upon the completion of the European contribution
agreement transaction with Arcelik, and it does not qualify for reporting as discontinued operations.
Principles of Consolidation
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.
*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
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
On June 27, 2022, our subsidiary Whirlpool EMEA SpA entered into a share purchase agreement with
Arcelik to sell our Russian business to Arcelik for contingent consideration. The sale of the Russian
business was completed on August 31, 2022. For additional information, see Note 15 to the
Consolidated Financial Statements.
Furthermore, macroeconomic volatility, as well as ongoing international conflicts, continues to
impact countries across the world, and the duration and severity of the effects are currently
unknown.
The Consolidated Financial Statements presented herein reflect estimates and assumptions made
by management at December 31, 2023 and for the twelve months ended December 31, 2023.
These estimates and assumptions affect, among other things, the Company’s goodwill, long-lived
asset and indefinite-lived intangible asset valuation; inventory valuation; assessment of the annual
effective tax rate; valuation of deferred income taxes and income tax contingencies; and the
allowance for expected credit losses and bad debt. Events and changes in circumstances arising
after February 14, 2024, including those resulting from the impacts of macroeconomic volatility, as
well as the ongoing international conflicts, will be reflected in management’s estimates for future
periods.
Goodwill and indefinite-lived intangible assets
We continue to monitor the significant global economic uncertainty to assess the outlook for
demand for our products and the impact on our business and our overall financial performance.
Our Maytag and InSinkErator trademarks are at risk at December 31, 2023. The goodwill in any of our
reporting units or other indefinite-lived intangible assets are not presently at risk for future
impairment.
The potential impact of demand disruptions, production impacts or supply constraints along with a
number of other factors could negatively effect revenues for the Maytag and InSinkErator
trademarks, but we remain committed to the strategic actions necessary to realize the long-term
forecasted revenues and profitability of these trademarks.
A lack of recovery or further deterioration in market conditions, a sustained trend of weaker than
expected financial performance for our Maytag and InSinkErator trademarks, among other factors, as
a result of macroeconomic factors or other unforeseen events could result in an impairment charge
in future periods which could have a material adverse effect on our financial statements.
Income taxes
Under U.S. GAAP, the Company calculates its quarterly tax provision based on an estimated effective
tax rate for the year and then adjusts this amount by certain discrete items each quarter. Potential
changing and volatile macroeconomic conditions could cause fluctuations in forecasted earnings
before income taxes. As such, the Company's effective tax rate could be subject to volatility as
forecasted earnings before income taxes are impacted by events which cannot be predicted. In
addition, potential future economic deterioration brought on by the pandemic, ongoing conflicts in
Ukraine, Israel and the Red Sea, and related sanctions or other factors, such as potential sales of
businesses and new tax legislation may negatively impact the realizability and/or valuation of certain
deferred tax assets.
Use of Estimates
We are required to make estimates and assumptions that affect the amounts reported in the
Consolidated Financial Statements and accompanying Notes. The most significant assumptions are
estimates in determining the fair value of goodwill and indefinite-lived intangible assets, assets held
for sale, legal contingencies, income taxes and pension and other postretirement benefits. Actual
results could differ materially from those estimates.
64
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Revenue Recognition
Revenue is recognized when performance obligations under the terms of a contract with our
customers are satisfied, the sales price is determinable, and the risk and rewards of ownership are
transferred. Generally the risk and rewards of ownership are transferred with the transfer of control
of our products and services. For the majority of our sales, control is transferred to the customer as
soon as products are shipped. For a portion of our sales, control is transferred to the customer upon
receipt of products at the customer's location. Sales are net of allowances for product returns, which
are based on historical return rates and certain promotions. See Note 2 to the Consolidated
Financial Statements for additional information.
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. 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. Outstanding
accounts receivable transferred under arrangements where the Company continues to service the
transferred asset was $227 million and $80 million as of December 31, 2023 and December 31, 2022,
respectively. The amount of cash proceeds received under these arrangements was $379 million
and $80 million for the twelve months ended December 31, 2023 and December 31, 2022,
respectively.
Freight and Warehousing Costs
We classify freight and warehousing costs within cost of products sold in our Consolidated
Statements of Income (Loss).
65
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
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 10 to
the Consolidated Financial Statements for additional information.
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, 2023 and 2022 that
included pension plan assets disclosed in Note 8 to the Consolidated Financial Statements. We had
no Level 3 liabilities at December 31, 2023 and 2022, 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 associated with our European major domestic appliance business
with a net book value of $952 million and $822 million at December 31, 2023 and December 31,
2022, respectively, has been classified as assets held for sale. Property, plant and equipment with a
net book value of $141 million associated with our Russian business was removed as part of the
deconsolidation of the Russian operations in the third quarter of 2022. For additional information,
see Notes 10 and 15 to the Consolidated Financial Statements.
Property, plant and equipment and related accumulated depreciation of all divested businesses
have been removed. For additional information, see Note 15 to the Consolidated Financial
Statements.
66
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Depreciation expense for property, including accelerated depreciation classified as restructuring
expense in our Consolidated Statements of Income (Loss), was $321 million, $440 million and $447
million in 2023, 2022 and 2021, respectively. Depreciation of our European major domestic
appliance business has been suspended from December 2022 onwards due to the disposal group
being classified as held for sale and measured at fair value less cost to sell.
The following table summarizes our property at December 31, 2023 and 2022:
Millions of dollars
Land
Buildings
Machinery and equipment
Accumulated depreciation
Property plant and equipment, net
2023
2022
29 $
893
6,571
(5,259)
2,234 $
32
862
6,016
(4,808)
2,102
$
$
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, 2023, we disposed of buildings, machinery and
equipment with a net book value of $16 million, compared to $25 million in prior year. The net loss
on the disposals is immaterial for the twelve months ended December 31, 2023. The net gain on the
disposals was $54 million for the same period of 2022 and was primarily driven by a sale-leaseback
transaction.
impairment
We record
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.
long-lived assets, excluding goodwill and
losses on
Excluding assets held for sale, there were no significant impairments recorded during 2023, 2022
and 2021, respectively. For additional information, see Notes 10 and 15 to the Consolidated Financial
Statements.
Capitalization of Internal Use Software Costs
We capitalize certain computer software development costs associated with qualifying application
development stage activities or the acquisition of computer software for internal use. Capitalization
is determined based on specific criteria, including whether the software is in the development stage
and meets defined criteria for capitalization.
Capitalized software costs are recognized as part of property, plant, and equipment and are
depreciated on a straight-line basis over the estimated useful lives of the software, generally not
exceeding five years.
As of December 31, 2023 and December 31, 2022, capitalized software costs, net of accumulated
depreciation, amounted to $135 million and $136 million, respectively. These amounts are included
in the Machinery and Equipment category in the Property section of the Consolidated Balance
Sheets. The depreciation expense recorded for these assets was $34 million, $39 million, and
$47 million for the twelve months ended 2023, 2022, and 2021, respectively. There were no
significant impairments recorded during 2023, 2022 and 2021, respectively.
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.
67
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
As the Company's lease agreements normally do not provide an implicit interest rate, we apply the
Company's incremental borrowing rate based on the information available at commencement date
in determining the present value of future lease payments. Relevant information used in
determining the Company's incremental borrowing rate includes the duration of the lease, location
of the lease, and the Company's credit risk relative to risk-free market rates.
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
We have four reporting units for which we assess for impairment which also represent our operating
segments and are defined as North America; Europe, Middle East and Africa; Latin America and Asia.
The goodwill in any of our reporting units are not presently at risk for future impairment and a
qualitative annual impairment assessment was performed in 2023. We evaluate goodwill using a
qualitative assessment to determine whether it is more likely than not that the fair value of any
reporting unit is less than its carrying amount, including goodwill.
When the qualitative assessment is not utilized and a quantitative test is performed, we estimate
each reporting unit's fair value using the best information available to us, including market
information and discounted cash flow projections, also referred to as the income approach. The
income approach uses the reporting unit's projections of estimated operating results and cash flows
that are discounted using a market participant discount rate based on a weighted-average cost of
capital. Additionally, we validate our estimates of fair value under the income approach by
comparing the values to fair value estimates using a market approach.
The goodwill impairment test compares a reporting unit’s fair value to its carrying amount. If the fair
value of the reporting unit exceeds its carrying amount, no impairment loss is measured. 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.
For additional information, see Notes 5 and 10 to the Consolidated Financial Statements.
Intangible Assets
We perform a quantitative assessment of other indefinite-lived intangible assets, which are primarily
comprised of trademarks. We estimate the fair value of these intangible assets using the relief-from-
royalty method, which primarily requires assumptions related to projected revenues from our 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.
Other definite-life intangible assets are amortized over their useful life and are assessed for
impairment when impairment indicators are present.
For additional information, see Notes 5 and 10 to the Consolidated Financial Statements.
68
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Supply Chain Financing Arrangements
The Company has ongoing agreements globally with various third-parties to allow certain suppliers
the opportunity to sell receivables due from us to participating financial institutions at the sole
discretion of both the suppliers and the financial institutions.
We have no economic interest in the sale of these receivables and no direct financial relationship
with the financial institutions concerning these services. Our obligations to suppliers, including
amounts due and scheduled payment terms, are not impacted. All outstanding balances under
these programs are recorded in accounts payable on our Consolidated Balance Sheets. At December
31, 2023, approximately $1.2 billion have been issued to participating financial institutions of which
$383 million of the balance issued is related to our European major domestic appliance business
which has been classified as held for sale starting from the fourth quarter of 2022. For additional
information see Note 15 to the Consolidated Financial Statements. At December 31, 2022,
approximately $1.1 billion have been issued to participating financial institutions, of which $368
million was related to our European major domestic appliance business.
A downgrade in our credit rating or changes in the financial markets could limit the financial
institutions’ willingness to commit funds to, and participate in, the programs. We do not believe such
risk would have a material impact on our working capital or cash flows.
Derivative Financial Instruments
We use derivative instruments designated as cash flow, fair value and net investment hedges to
manage our exposure to the volatility in material costs, foreign currency and interest rates on
certain debt instruments. Changes in the fair value of derivative assets or liabilities (i.e., gains or
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 9 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 $473 million, $465 million and
$485 million in 2023, 2022 and 2021, respectively.
Advertising Costs
Advertising costs are charged to expense when the advertisement is first communicated and totaled
$392 million, $329 million and $345 million in 2023, 2022 and 2021, respectively.
69
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
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 13 to the Consolidated Financial Statements for additional information.
Share-based Incentive Plans
Share-based compensation expense is based on the grant date fair value and is expensed over the
period during which an employee is required to provide service in exchange for the award (generally
the vesting period). The Company's Share-based incentive plans include stock options, performance
stock units, and restricted stock units, among other award types. The fair value of stock options are
determined using the Black-Scholes option-pricing model, which
incorporates assumptions
regarding the risk-free interest rate, expected volatility, expected option life, expected forfeitures
and dividend yield. Expected forfeitures are based on historical experience. Stock options are
granted with an exercise price equal to the closing stock price on the date of grant. The fair value of
restricted stock units and performance stock units is generally based on the closing market price of
Whirlpool common stock on the grant date. Share-based compensation is recorded in selling,
general and administrative expense on our Consolidated Statements of Income (Loss). See Note 12
to the Consolidated Financial Statements for additional information.
Acquisitions
We include the results of operations of the businesses in which we acquire a controlling financial
interest in our Consolidated Financial Statements beginning as of the acquisition date. On the
acquisition date, we recognize, separate from goodwill, the assets acquired, including separately
identifiable intangible assets, and the liabilities assumed 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 is recognized as goodwill. Transaction
costs are recognized separately from the acquisition and are expensed as incurred.
We may adjust preliminary amounts recognized at the acquisition date to their subsequently
determined acquisition-date fair values during the measurement period which is twelve months
from acquisition date.
For additional information, see Note 15 to the Consolidated Financial Statements.
Equity Method Investments
Whirlpool holds an equity interest of 20% in Whirlpool (China) Co., Ltd. (Whirlpool China), an entity
which was previously controlled by the Company. We account for the remaining interest under
equity method accounting and Whirlpool China and its subsidiaries continue to supply the Company
in the normal course of business. Whirlpool China was also granted a license to sell Whirlpool-
branded products in China.
The following tables summarize balances and transactions with Whirlpool China and its subsidiaries
during the periods presented.
70
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Millions of dollars
Other noncurrent assets
Carrying value of equity interest
Accounts payable
Outstanding amounts due
December 31,
2023
December 31,
2022
$
$
187 $
91 $
201
75
Changes in the carrying value of the equity interest are driven by earnings (loss) of the investee, the
receipt of dividends, and the effect of foreign exchange.
Millions of dollars
Purchases from Whirlpool China
Twelve Months Ended December 31,
2023
2022
$
303 $
376
licensing revenue and outstanding accounts receivable from Whirlpool China and
The
subsidiaries are not material for the periods presented.
its
The Company’s share of the results of equity method investments and elimination of intra-entity
results are included in the Equity method investment income (loss), net of tax in the Consolidated
Statements of Income (Loss) and Other noncurrent assets in the Consolidated Balance Sheets.
The market value of our 20% investment in Whirlpool China, based on the quoted market price, is
$191 million as of December 31, 2023. Management has concluded that there are currently no
indicators for an other-than-temporary impairment.
For additional information, see Note 15 to the Consolidated Financial Statements.
Related Party Transaction
In 2018, Whirlpool of India Limited ("Whirlpool India"), a majority-owned subsidiary of Whirlpool
Corporation, acquired a 49% equity interest in Elica PB India for $22 million. On September 27, 2021,
Whirlpool India entered into a share purchase agreement to acquire an additional 38% equity
interest in Elica PB India for $57 million, which resulted in a controlling equity ownership of 87%.
Following the closing of the transaction on September 29, 2021, Elica PB India is consolidated in
Whirlpool Corporation's financial statements and is reported within our Asia reportable segment.
The transaction resulted in a gain of approximately $42 million on the Company’s previously held
equity interest. This gain was recorded within Interest and sundry (income) expense during the third
quarter of 2021.
Goodwill of $100 million, which is not deductible for tax purposes, arose from this transaction and is
allocated to the Asia reportable segment. The allocation has been made on the basis that the
anticipated synergies identified will primarily benefit this reportable segment.
Elica PB India is a VIE for which the Company is the primary beneficiary. The carrying amount of
customer relationships, which are included in Other intangible assets, net of accumulated
amortization, amounts to $29 million as of December 31, 2023. Other assets or liabilities of Elica PB
India are not material to the Consolidated Financial Statements of the Company.
Both Whirlpool India and the non-controlling interest shareholders retain an option for Whirlpool
India to purchase the remaining equity interest in Elica PB India for fair value, which could be
material to the financial statements of the Company, depending on the performance of the
business.
Adoption of New Accounting Standards
We adopted the following standards for the year ended December 31, 2023 which did not have a
material impact on our Consolidated Financial Statements:
Standard
2022-04
Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier
Finance Program Obligations
Effective Date
January 1, 2023
71
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Accounting Pronouncements Issued But Not Yet Effective
In November 2023, the FASB issued Update 2023-07, "Segment Reporting (Topic 280): Improvements
to Reportable Segment Disclosures". This Update applies to all public entities that are required to
report segment information in accordance with Topic 280. The amendments in this Update improve
reportable segment disclosure requirements, primarily through enhanced disclosures about
significant segment expenses. The amendments in this Update do not change how a public entity
identifies its operating segments, aggregates those operating segments, or applies the quantitative
thresholds to determine its reportable segments. The new standard is effective for fiscal years
beginning after December 15, 2023, and interim periods within fiscal years beginning after
December 15, 2024. Early adoption is permitted. The standard should be applied retrospectively to
all prior periods presented in the financial statements. The Company is currently evaluating the
impact of adopting this new standard.
In December 2023, the FASB issued Update 2023-09, "Income Taxes (Topic 740): Improvements to
Income Tax Disclosures". This Update applies to all entities that are subject to Topic 740. The
amendments in this Update improve income tax disclosures primarily related to the rate
reconciliation and income taxes paid information as well as the effectiveness of certain other income
tax disclosures. The new standard is effective for annual periods beginning after December 15, 2024.
Early adoption is permitted. The standard should be applied on a prospective basis, but
retrospective application is permitted. The Company is currently evaluating the impact of adopting
this new standard.
All other issued and not yet effective accounting standards are not relevant to the Company.
(2) REVENUE RECOGNITION
Revenue from Contracts with Customers
In accordance with Topic 606, revenue is recognized when performance obligations under the terms
of a contract with our customer are satisfied; generally this occurs with the transfer of control of our
products or services. Revenue is measured as the amount of consideration we expect to receive in
exchange for transferring products or providing services. Certain customers may receive cash and/
or non-cash incentives, which are accounted for as variable consideration. To achieve the core
principle, the Company applies the following five steps:
1. Identify the contract with a customer
A contract with a customer exists when (i) the Company enters into an agreement with a customer
that defines each party's rights regarding the products or services to be transferred and identifies
the payment terms related to these products or services, (ii) both parties to the contract are
committed to perform their respective obligations, (iii) the contract has commercial substance, and
(iv) the Company determines that collection of substantially all consideration for products or
services that are transferred is probable based on the customer's intent and ability to pay the
promised consideration. The Company applies judgment in determining the customer's ability and
intention to pay, which is based on a variety of factors including the customer's payment history or,
in the case of a new customer, published credit and financial information pertaining to the
customer.
2. Identify the performance obligations in the contract
Performance obligations promised in a contract are identified based on the products or services that
will be transferred to the customer that are both capable of being distinct, whereby the customer
can benefit from the product or service either on its own or together with other resources that are
readily available from third parties or from the Company, and are distinct in the context of the
contract, whereby the transfer of the products or services is separately identifiable from other
promises in the contract. To the extent a contract includes multiple promised products or services,
the Company must apply judgment to determine whether promised products or services are
capable of being distinct and distinct in the context of the contract. If these criteria are not met, the
promised products or services are accounted for as a combined performance obligation. The
72
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Company has elected to account for shipping and handling activities as a fulfillment cost as
permitted by the standard.
3. Determine the transaction price
The transaction price is determined based on the consideration to which the Company will be
entitled in exchange for transferring products or services to the customer. To the extent the
transaction price is variable, revenue is recognized at an amount equal to the consideration to which
the Company expects to be entitled. This estimate includes customer sales incentives which are
accounted for as a reduction to revenue and estimated primarily using the expected value method.
Determining the transaction price requires significant judgment, which is discussed by revenue
category in further detail below.
In practice, we do not offer extended payment terms beyond one year to customers. As such, we do
not adjust our consideration for financing arrangements.
4. Allocate the transaction price to performance obligations in the contract
If the contract contains a single performance obligation, the entire transaction price is allocated to
the single performance obligation. Contracts that contain multiple performance obligations require
an allocation of the transaction price to each performance obligation based on a relative standalone
selling price basis unless a portion of the variable consideration related to the contract is allocated
entirely to a performance obligation. The Company determines standalone selling price based on
the price at which the performance obligation is sold separately.
5. Recognize revenue when or as the Company satisfies a performance obligation
The Company generally satisfies performance obligations at a point in time. Revenue is recognized
based on the transaction price at the time the related performance obligation is satisfied by
transferring a promised product or service to a customer. The impact to revenue related to prior
period performance obligations is less than 1% of global consolidated revenues for the twelve
months ended December 31, 2023, 2022 and 2021, respectively.
Disaggregation of Revenue
The following table presents our disaggregated revenues by revenue source. We sell products within
all major product categories in each operating segment. For additional information on the
disaggregated revenues by geographical regions, see Note 14 to the Consolidated Financial
Statements.
Millions of dollars
Major product categories:
Laundry
Refrigeration
Cooking
Dishwashing
Twelve months ended
2023
2022
2021
$
5,333 $
5,133 $
5,794
4,721
1,729
6,248
5,056
1,822
6,122
6,677
5,639
1,890
Total major product category net sales
$
17,577 $
18,259 $
20,327
Spare parts and warranties
Other
Total net sales
Major Product Category Sales
953
925
923
542
1,187
470
$
19,455 $
19,724 $
21,985
Whirlpool Corporation manufactures and markets a full line of home appliances and related
products and services. Our major product categories include the following: refrigeration, laundry,
cooking, and dishwashing. The refrigeration product category includes refrigerators, freezers, ice
makers and refrigerator water filters. The laundry product category includes laundry appliances,
73
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
commercial laundry products and related laundry accessories. The cooking category includes
cooking appliances and other small domestic appliances. The dishwashing product category includes
dishwasher appliances and related accessories.
For product sales, we transfer control and recognize a sale when we ship the product from our
manufacturing facility to our customer or when the customer receives the product based upon
agreed shipping terms. Each unit sold is considered an independent, unbundled performance
obligation. We do not have any additional performance obligations other than product sales that are
material in the context of the contract. The amount of consideration we receive and revenue we
recognize varies due to sales incentives and returns we offer to our customers. When we give our
customers the right to return eligible products, we reduce revenue for our estimate of the expected
returns which is primarily based on an analysis of historical experience.
Spare Parts & Warranties
Spare parts are primarily sold to parts distributors and retailers, with a small number of sales to end
consumers. For spare part sales, we transfer control and recognize a sale when we ship the product
to our customer or when the customer receives product based upon agreed shipping terms. Each
unit sold is considered an independent, unbundled performance obligation. We do not have any
additional performance obligations other than spare part sales that are material in the context of
the contract. The amount of consideration we receive and revenue we recognize varies due to sales
incentives and returns we offer to our customers. When we give our customers the right to return
eligible products, we reduce revenue for our estimate of the expected returns which is primarily
based on an analysis of historical experience.
Warranties are classified as either assurance type or service type warranties. A warranty is
considered an assurance type warranty if it provides the consumer with assurance that the product
will function as intended. A warranty that goes above and beyond ensuring standard functionality is
considered a service type warranty. The Company offers certain limited warranties that are
assurance type warranties and extended service arrangements that are service type warranties.
Assurance type warranties are not accounted for as separate performance obligations under the
revenue model. If a service type warranty is sold with a product or separately, revenue is recognized
over the life of the warranty. The Company evaluates warranty offerings in comparison to industry
standards and market expectations to determine appropriate warranty classification. Industry
standards and market expectations are determined by jurisdictional laws, competitor offerings and
customer expectations. Market expectations and industry standards can vary based on product type
and geography. The Company primarily offers assurance type warranties.
Whirlpool sells certain extended service arrangements separately from the sale of products.
Whirlpool acts as a sales agent under a majority of these arrangements whereby the Company
receives a fee that is recognized as revenue upon the sale of the extended service arrangement.
Other Revenue
Other revenue sources include primarily the revenues from the InSinkErator business, acquired in
the fourth quarter of 2022, subscription arrangements and licenses as described below.
InSinkErator revenues consist primarily of food waste disposers and instant hot water dispensers.
We transfer control and recognize a sale when we ship the product from our manufacturing facility
to our customer or when the customer receives the product based upon agreed shipping terms, in a
similar manner as our major product category sales.
The Company has a water filtration subscription business, operating under our Brastemp brand, in
our Latin America segment which provides the consumers and businesses with a water filtration
system that is installed in the consumer's or business's location. Our Brastemp water filtration
subscription contracts represent a performance obligation that is satisfied over time and revenue is
recognized as the performance obligation is completed. The installation and maintenance of the
water filtration system are not distinct services in the context of the contract (i.e. the customer views
all activities associated with the arrangement as one singular value proposition). The contract term is
generally less than one year for these arrangements and revenue is recognized based on the
monthly invoiced amount which directly corresponds to the value of our performance completed to
date. On January 16, 2024, the Company entered into a share purchase agreement with a third-party
74
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
buyer to sell the Company's Brastemp water filtration subscription business in the Latin America
region. The completion of the transaction is contingent upon regulatory approvals and customary
closing conditions, and is anticipated to occur in 2024. For additional information, see Note 15 to
the Consolidated Financial Statements.
We license our brands in arrangements that do not include other performance obligations.
Whirlpool licensing provides a right of access to the Company's intellectual property throughout the
license period. Whirlpool recognizes licensing revenue over the life of the license contract as the
underlying sale or usage occurs. As a result, we recognize revenue for these contracts at the amount
which directly corresponds to the value provided to the customer.
Costs to Obtain or Fulfill a Contract
We do not capitalize costs to obtain a contract because a nominal number of contracts have terms
that extend beyond one year. The Company does not have a significant amount of capitalized costs
related to fulfillment.
Sales Tax and Indirect Taxes
The Company is subject to certain indirect taxes in certain jurisdictions including but not limited to
sales tax, value added tax, excise tax and other taxes we collect concurrent with revenue-producing
activities that are excluded from the transaction price, and therefore, excluded from revenue.
Allowance for Expected Credit Losses and Bad Debt Expense
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 past events, current
conditions and reasonable and supportable forecasts in developing the reserve.
The following table summarizes our allowance for doubtful accounts by operating segment for the
twelve months ended December 31, 2023.
Millions of dollars
Accounts receivable allowance
North America
EMEA
Latin America
Asia
Financing receivable allowance
Latin America
Consolidated
December
31, 2022
Charged to
Earnings
Write-offs
Foreign
Currency
Other (1)
December
31, 2023
$
$
$
$
6 $
2
38
3
49 $
27 $
76 $
— $
(3)
4
—
1 $
(1) $
(3)
(8)
—
(12) $
— $
1 $
— $
(12) $
— $
1
4
—
5 $
2 $
7 $
— $
4
—
—
4 $
— $
4 $
5
1
38
3
47
29
76
(1) Starting from the fourth quarter of 2022, accounts receivable allowance of our European major domestic appliance
business is transferred to assets held for sale. For additional information, see Note 15 to the Consolidated Financial
Statements.
We recorded an immaterial amount of bad debt expense for the years ended December 31, 2023,
2022 and 2021, respectively.
75
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(3) LEASES
Leases
We lease certain manufacturing facilities, warehouses/distribution centers, office space, land,
vehicles, and equipment. At lease inception, we 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. The Company had operating lease costs of
approximately $235 million, $218 million and $234 million for the years ended December 31, 2023,
2022 and 2021, respectively.
At December 31, 2023 and 2022, we have no material leases classified as financing leases. We have
approximately $929 million of non-cancellable operating lease commitments, excluding variable
consideration at December 31, 2023 and $889 million at December 31, 2022. The undiscounted
annual future minimum lease payments are summarized by year in the table below and excludes
lease payments related to our European major domestic appliance business classified as held for
sale.
Maturity of Lease Liabilities
2024
2025
2026
2027
2028
Thereafter
Total lease payments
Less: interest
Present value of lease liabilities
Operating Leases
(in millions)
191
152
138
117
87
244
929
156
772
$
$
$
The long-term portion of the lease liabilities included in the amounts above is $612 million as of
December 31, 2023. The remainder of our lease liabilities are included in other current liabilities in
the Consolidated Balance Sheets.
At December 31, 2023 and December 31, 2022, the weighted average remaining lease term and
weighted average discount rate for operating leases was 7 years and 5%, respectively.
During the year ended December 31, 2023 the cash paid for amounts included in the measurement
of the liabilities and the operating cash flows was $236 million. The right of use assets obtained in
exchange for new liabilities was $157 million for the year ended December 31, 2023.
During the year ended December 31, 2022 the cash paid for amounts included in the measurement
of the liabilities and the operating cash flows was $219 million. The right of use assets obtained in
exchange for new liabilities was $79 million for the year ended December 31, 2022.
As the Company's lease agreements normally do not provide an implicit interest rate, we apply the
Company's incremental borrowing rate based on the information available at commencement date
in determining the present value of future lease payments. Relevant information used in
determining the Company's incremental borrowing rate includes the duration of the lease, location
of the lease, and the Company's credit risk relative to risk-free market rates.
Many of our leases include renewal options that can extend the lease term. The execution of those
renewal options is at our sole discretion and reflected in the lease term when they are reasonably
certain to be exercised.
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
76
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
are limited by the expected lease term. Additionally, certain lease agreements include lease payment
adjustments for inflation.
Our lease agreements do not contain any material residual value guarantees or material restrictive
covenants, except for synthetic leases (see Synthetic lease arrangements).
We rent or sublease certain real estate to third parties. Our sublease portfolio primarily consists of
operating leases within our warehouses, resulting in a nominal amount of sublease income for the
years ended December 31, 2023, 2022 and 2021, respectively.
Sale-leaseback transactions
There were no material sale-leaseback transactions in 2023. In the first quarter of 2022, the
Company sold and leased back a group of non-core properties for net proceeds of approximately
$52 million. The initial total annual rent for the properties is approximately $2 million per year over
an initial 15 year lease term and is subject to annual rent increases. Under the terms of the lease
agreement, the Company is responsible for all taxes, insurance and utilities and is required to
adequately maintain the properties for the lease term. The Company has two sequential 5-year
renewal options.
The transaction met the requirements for sale-leaseback accounting. Accordingly, the Company
recorded the sale of the properties, which resulted in a gain of approximately $44 million
($36 million, net of tax) recorded in selling, general and administrative expense in the Consolidated
Statements of Comprehensive Income (Loss) for the twelve months ended December 31, 2022. The
related land and buildings were removed from property, plant and equipment, net and the
appropriate right-of-use asset and lease liabilities of approximately $32 million were recorded in the
Consolidated Balance Sheets at the time of the transaction in the first quarter of 2022.
There were no material sale-leaseback transactions in 2021.
Synthetic lease arrangements
We have a number of synthetic lease arrangements with financial institutions for non-core
properties. The leases contain provisions for options to purchase, extend the original term for
additional periods or return the property. As of December 31, 2023, these arrangements include
residual value guarantees of up to approximately $378 million that could potentially come due in
future periods. We do not believe it is probable that any material amounts will be owed under these
guarantees. Therefore, no material amounts related to the residual value guarantees are included in
the lease payments used to measure the right-of-use assets and lease liabilities. The residual value
guarantee amounted to $334 million as of December 31, 2022.
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)
INVENTORIES
The following table summarizes our inventories at December 31, 2023 and 2022:
Millions of dollars
Finished products
Raw materials and work in process
Total inventories
2023
2022
$
1,732 $
1,580
515
509
$
2,247 $
2,089
77
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(5)
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, 2021
Currency translation adjustment
Divestitures and acquisitions (1)
Impairment (2)
Ending balance December 31, 2022
Currency translation adjustment
Divestitures and acquisitions (1)
Impairment
Ending balance December 31, 2023
(1)
North
America
EMEA
Latin
America
Asia
Total
Whirlpool
$ 1,695 $ 296 $
33 $ 461 $ 2,485
(3)
(18) —
(9)
(30)
1,137
—
—
—
1,137
$ — $ (278) $ — $ — $
(278)
$ 2,829 $ — $
33 $ 452 $ 3,314
1
—
—
(1)
16
—
—
—
—
16
$ — $ — $ — $ — $ —
$ 2,846 $ — $
33 $ 451 $ 3,330
(2)
Increase in goodwill is related to the purchase of InSinkErator business in 2022 and related measurement period
adjustment in 2023. For additional information, see Note 15 to the Consolidated Financial Statements.
Full impairment of EMEA goodwill recorded in the second quarter of 2022. For additional information, See Note 10 to the
Consolidated Financial Statements.
Annual impairment assessment
We completed our annual test for goodwill as of October 1, 2023 and October 1, 2022. The
Company performed a qualitative assessment for all our reporting units and determined no
impairment was indicated.
Interim impairment assessment
In connection with the preparation of our Consolidated Condensed Financial Statements for three
months ended June 30, 2022, we identified indicators of goodwill impairment for our EMEA reporting
unit, which required us to complete an interim impairment assessment. The primary indicators of
impairment were the adverse impacts from the continuation of the Russia and Ukraine conflict,
including the impact on demand, the divestiture of our Russian operations and other ongoing
adverse macroeconomic impacts such as raw material inflation, supply chain disruption and
unfavorable demand. As a result of these factors, the operating results for the three-months ended
June 30, 2022 were significantly lower than expected and our expectations of attaining our long term
plans for the region were delayed.
In performing our quantitative assessment of goodwill, we estimated the reporting unit's fair value
under an income approach using a discounted cash flow model. The income approach used the
reporting unit's projections of estimated operating results and cash flows that were discounted
using a market participant discount rate based on the weighted-average cost of capital. The main
assumptions supporting the cash flow projections include revenue growth, EBIT margins and the
discount rate. The financial projections reflect management's best estimate of economic and market
conditions over the projected period including forecasted revenue growth, EBIT margins, tax rate,
capital expenditures, depreciation and amortization, changes in working capital requirements and
the terminal growth rate.
Based on our interim quantitative impairment assessment as of June 30, 2022, the carrying value of
the EMEA reporting unit exceeded its fair value and we recorded a goodwill impairment charge for
the full amount of the goodwill's carrying value of $278 million during the second quarter of 2022.
For additional information, see Note 10 to the Consolidated Financial Statements.
78
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Other Intangible Assets
The following table summarizes other intangible assets for the period presented:
Millions of dollars
Other intangible assets, finite lives:
Customer relationships (1)
Patents and other (2)
Total other intangible assets, finite
lives
Trademarks, indefinite lives (3)(4)
Total other intangible assets
(1)
December 31, 2023
December 31, 2022
Gross
Carrying
Amount
Accumulated
Amortization
Net
Gross
Carrying
Amount
Accumulated
Amortization
Net
$ 669 $
(326) $ 343 $ 668 $
(287) $ 381
115
(114)
1
116
(113)
3
$ 784 $
(440) $ 344 $ 784 $
(400) $ 384
2,780
—
2,780
2,780
—
2,780
$ 3,564 $
(440) $ 3,124 $ 3,564 $
(400) $ 3,164
Customer relationships have an estimated useful life of 5 to 19 years. Includes $327 million of customer relationships,
net of accumulated amortization, acquired as part of InSinkErator acquisition in 2022.
(2)
(3)
(4)
Patents and other intangibles have an estimated useful life of 3 to 43 years.
Trademarks valued at $1.3 billion were acquired as part of the InSinkErator acquisition in 2022. For additional
information, see Notes 10 and 15 to the Consolidated Financial Statements.
Includes InSinkErator, Maytag and JennAir trademarks with carrying values of $1.3 billion, $1.0 billion and $304 million,
respectively.
Annual impairment assessment
We completed our annual impairment assessment for other intangible assets as of October 1, 2023.
The Company elected to bypass the qualitative assessment and perform a quantitative assessment
to evaluate certain indefinite-life intangible assets. Based on the results of the quantitative annual
assessment, we determined there were no impairments of the carrying values of intangible assets.
In the fourth quarter of 2022, and in connection with the classification of our European major
domestic appliance business to held for sale, we recorded a loss of $1,521 million for the write-down
of the disposal group to its estimated fair value of $139 million. The loss from the transaction
includes the remaining carrying values of Hotpoint* and Indesit trademarks for $92 million and
$133 million, respectively, and write-down of other intangible assets of $54 million. See Note 10 and
15 to the Consolidated Financial Statements for additional information.
We completed our annual impairment assessment for other intangible assets as of October 1, 2022.
The Company elected to bypass the qualitative assessment and perform a quantitative assessment
to evaluate certain indefinite-lived intangible assets. Based on the results of the quantitative
assessment, we determined there was no impairment of intangible assets, other than the amounts
recorded during the second quarter of 2022. See Note 10 to the Consolidated Financial Statements
for additional information.
Amortization expense was $40 million, $35 million and $47 million for the years ended December
31, 2023, 2022 and 2021, respectively.
*Whirlpool ownership of the Hotpoint brand in the EMEA and Asia Pacific regions is not affiliated with the Hotpoint brand sold
in the Americas.
79
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The following table summarizes our future estimated amortization expense by year. Amortization
expense related to intangible assets transferred to held for sale of our European major appliance
business are excluded from the table below.
Millions of dollars
2024
2025
2026
2027
2028
Interim impairment assessment
27
24
24
24
24
Similarly to the review of EMEA reporting unit, and in connection with the preparation of our
Consolidated Condensed Financial Statements for three months ended June 30, 2022, we identified
indicators of impairment associated with other intangible assets in our EMEA reporting unit, which
required us to complete an interim impairment assessment. The primary indicators of impairment
were the same as those identified for EMEA reporting unit and resulted in the actual revenues for
the three-months ended June 30, 2022 being significantly lower than forecasted for Indesit and
Hotpoint* trademarks.
In performing our quantitative assessment of other intangible assets, primarily trademarks, we
estimate the fair value using the relief-from-royalty method which requires assumptions related to
projected revenues from our long-range plans; assumed royalty rates that could be payable if we did
not own the trademark; and a discount rate using a market-based weighted-average cost of capital.
Based on our interim quantitative impairment assessment as of June 30, 2022, the carrying value of
certain other intangible assets, including Indesit and Hotpoint*, exceeded their fair value, and we
recorded an impairment charge of $106 million during the second quarter of 2022. See Note 10 to
the Consolidated Financial Statements for additional information.
The estimates of future cash flows used in determining the fair value of goodwill and intangible
assets involve significant management judgment and are based upon assumptions about expected
future operating performance, economic conditions, market conditions and cost of capital. Inherent
in estimating the future cash flows are uncertainties beyond our control, such as changes in capital
markets. The actual cash flows could differ materially from management's estimates due to changes
in business conditions, operating performance and economic conditions.
*Whirlpool ownership of the Hotpoint brand in the EMEA and Asia Pacific regions is not affiliated with the Hotpoint brand sold
in the Americas.
80
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(6)
FINANCING ARRANGEMENTS
Long-Term Debt
The following table summarizes our long-term debt at December 31, 2023 and 2022:
Millions of dollars
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 - 5.50%, maturing 2033
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
2023
2022
$
$
$
— $
300
500
1,500
350
549
659
550
695
300
298
300
249
497
493
(26)
7,214 $
800
6,414 $
250
300
1,000
1,500
350
532
638
533
695
300
297
—
249
497
493
(23)
7,611
248
7,363
For outstanding notes issued by our wholly-owned subsidiaries the debt is fully and unconditionally
guaranteed by the Company.
The following table summarizes the contractual maturities of our long-term debt, including current
maturities, at December 31, 2023:
Millions of dollars
2024
2025
2026
2027
2028
Thereafter
Long-term debt, including current maturities
Debt Offering
800
1,850
549
659
550
2,806
7,214
$
On February 22, 2023, the Company completed its offering of $300 million aggregate principal
amount of 5.5% Senior Notes due 2033 (the “2033 Notes”), in a public offering pursuant to a
registration statement on Form S-3 (File No. 333-255372). The 2033 Notes were issued under an
indenture (the “Indenture”), dated March 20, 2000, between the Company, as issuer, and U.S. Bank
Trust Company, National Association (as successor to U.S. Bank, National Association and Citibank,
N.A.), as trustee. The sale of the 2033 Notes was made pursuant to the terms of an Underwriting
Agreement, dated February 14, 2023, with BNP Paribas Securities Corp., ING Financial Markets LLC,
Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc. and SG Americas Securities, LLC, as
representatives of the several underwriters in connection with the offering and sales of the 2033
Notes. The 2033 Notes contain covenants that limit the Company's ability to incur certain liens or
enter into certain sale and lease-back transactions. In addition, if we experience a specific kind of
81
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
change of control, we are required to make an offer to purchase all of the notes at a purchase price
of 101% of the principal amount thereof, plus accrued and unpaid interest. The Company used the
net proceeds from the sale of the 2033 Notes to repay $250 million aggregate principal amount of
3.7% Notes which were paid on March 1, 2023, and for general corporate purposes.
On May 4, 2022, the Company completed its offering of $300 million in principal amount of 4.7%
Senior Notes due 2032 (the “2032 Notes”), in a public offering pursuant to a registration statement
on Form S-3 (File No. 333-255372). The 2032 Notes were issued under the Indenture. The sale of the
2032 Notes was made pursuant to the terms of an Underwriting Agreement, dated May 2, 2022,
among the Company, as issuer, and BNP Paribas Securities Corp., Citigroup Global Markets Inc.,
Goldman Sachs & Co. LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as
representatives of the several underwriters in connection with the offering and sales of the 2032
Notes. The 2032 Notes contain covenants that limit the Company's ability to incur certain liens or
enter into certain sale and lease-back transactions. In addition, if we experience a specific kind of
change of control, we are required to make an offer to purchase all of the notes at a purchase price
of 101% of the principal amount thereof, plus accrued and unpaid interest. The Company used the
net proceeds from the sale of the 2032 Notes to repay $300 million aggregate principal amount of
4.7% Notes which were paid on June 1, 2022.
Term Loan Agreement
On September 23, 2022, the Company entered into a Term Loan Agreement by and among the
Company, Sumitomo Mitsui Banking Corporation (“SMBC”), as Administrative Agent and Syndication
Agent and as lender, and certain other financial institutions as lenders. SMBC, BNP Paribas, ING
Bank N.V., Dublin Branch, Mizuho Bank, Ltd., and Societe Generale acted as Joint Lead Arrangers and
Syndication Agents; The Bank of Nova Scotia and Bank of China, Chicago Branch acted as
Documentation Agents; and SMBC acted as Sole Bookrunner for the Term Loan Agreement. The
Term Loan Agreement provides for an aggregate lender commitment of $2.5 billion. The Company
utilized proceeds from the term loan facility on a delayed draw basis to fund a majority of the
$3.0 billion purchase price consideration for the Company’s acquisition from Emerson Corporation
(“Emerson”) of Emerson’s InSinkErator business, as set forth in the Asset and Stock Purchase
Agreement between Whirlpool and Emerson dated as of August 7, 2022 (the “Acquisition
Agreement”).
The term loan facility is divided into two tranches: a $1 billion tranche with a maturity date of April
30, 2024 and a $1.5 billion tranche with a maturity date of October 31, 2025.
The interest and fee rates payable with respect to the term loan facility based on the Company's
current debt rating are as follows: (1) the spread over secured overnight financing rate ("SOFR") for
the 18-month tranche is 0.75%; (2) the spread over SOFR for the 3-year tranche is 1.00%; (3) the
spread over prime for both tranches is zero; and (4) the ticking fee for both tranches is 0.10%, as of
the date hereof.
The Term Loan Agreement contains customary covenants and warranties including, among other
things, a rolling twelve month interest coverage ratio required to be greater than or equal to 3.0 to
1.0 for each fiscal quarter. In addition, the covenants limit the Company's ability to (or to permit any
subsidiaries to), subject to various exceptions and limitations: (i) merge with other companies; (ii)
create liens on its property; and (iii) incur debt at the subsidiary level. We were in compliance with
our interest coverage ratio under the term loan agreement as of December 31, 2023.
The outstanding amount for this term loan agreement at December 31, 2023 was $2 billion of which
approximately $500 million is classified in current liabilities on the Consolidated Balance Sheet.
Credit Facilities
On May 3, 2022, the Company entered into a Fifth Amended and Restated Long-Term Credit
Agreement (the “Amended Long-Term Facility”) by and among the Company, certain other
borrowers, the lenders referred to therein, JPMorgan Chase Bank, N.A. as Administrative Agent, and
Citibank, N.A., as Syndication Agent. BNP Paribas, Mizuho Bank, Ltd. and Wells Fargo Bank, National
Association acted as Documentation Agents. JPMorgan Chase Bank, N.A., BNP Paribas Securities
Corp., Citibank, N.A., Mizuho Bank, Ltd. and Wells Fargo Securities, LLC acted as Joint Lead Arrangers
82
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
and Joint Bookrunners for the Amended Long-Term Facility. Consistent with the Company’s prior
credit agreement, the Amended Long-Term Facility provides an aggregate borrowing capacity of
$3.5 billion. The facility has a maturity date of May 3, 2027, unless earlier terminated.
The interest rate payable with respect to the Amended Long-Term Facility reflect a decrease of
0.125% in the interest rate margin from the Company’s prior credit facility, and is based on the
Company’s current debt rating, Term SOFR + 1.00% interest rate margin per annum (with a 0.10%
SOFR spread adjustment) or the Alternate Base Rate + 0.00% per annum, at the Company’s election.
The Amended Long-Term Facility contains customary covenants and warranties, such as, among
other things, a rolling four quarter interest coverage ratio required to be greater than or equal to 3.0
as of the end of each fiscal quarter. The Amended Long-Term Facility also includes limitations on the
Company’s ability to (or to permit any subsidiaries to), subject to various exceptions and limitations:
(i) merge with other companies; (ii) create liens on its property; and (iii) incur debt at the subsidiary
level. We were in compliance with our interest coverage ratio under the Amended Long-Term Facility
as of December 31, 2023.
In addition to the committed $3.5 billion Amended Long-Term Facility and the committed $2.5 billion
term loan, we have committed credit facilities in Brazil and India. These committed credit facilities
provide borrowings up to approximately $218 million at December 31, 2023 and $204 million at
December 31, 2022, based on exchange rates then in effect, respectively. These committed credit
facilities have maturities that run through 2025.
We had $2.0 billion and $2.5 billion drawn on the committed credit facilities at December 31, 2023
and December 31, 2022, respectively.
Notes Payable
Notes payable, which consist of short-term borrowings payable to banks or commercial paper, are
generally used to fund working capital requirements. The fair value of our notes payable
approximates the carrying amount due to the short maturity of these obligations.
The following table summarizes the carrying value of notes payable at December 31, 2023 and 2022:
Millions of dollars
Short-term borrowings due to banks
Total notes payable
2023
2022
$
$
17 $
17 $
4
4
(7)
COMMITMENTS AND CONTINGENCIES
OTHER MATTERS
BEFIEX Credits and Other Brazil Tax Matters
In previous years, our Brazilian operations earned tax credits under the Brazilian government's
export incentive program (BEFIEX). These credits reduced Brazilian federal excise taxes on domestic
sales.
Our Brazilian operations have received tax assessments for income and social contribution taxes
associated with certain monetized BEFIEX credits. We do not believe BEFIEX credits are subject to
income or social contribution taxes. We have not provided for income or social contribution taxes on
these BEFIEX credits, and based on the opinions of tax and legal advisors, we have not accrued any
amount related to these assessments at December 31, 2023. The total amount of outstanding tax
assessments received for income and social contribution taxes relating to the BEFIEX credits,
including interest and penalties, is approximately 2.3 billion Brazilian reais (approximately $470
million at December 31, 2023).
83
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Relying on existing Brazilian legal precedent, in 2003 and 2004, we recognized tax credits in an
aggregate amount of $26 million, adjusted for currency, on the purchase of raw materials used in
production ("IPI tax credits"). The Brazilian tax authority subsequently challenged the recording of IPI
tax credits. No such credits have been recognized since 2004. In 2009, we entered into a Brazilian
government program ("IPI Amnesty") which provided extended payment terms and reduced
penalties and interest to encourage taxpayers to resolve this and certain other disputed tax credit
amounts. As permitted by the program, we elected to settle certain debts through the use of other
existing tax credits and recorded charges of approximately $34 million in 2009 associated with these
matters. In July 2012, the Brazilian revenue authority notified us that a portion of our proposed
settlement was rejected and we received tax assessments of 285 million Brazilian reais
(approximately $59 million at December 31, 2023), reflecting interest and penalties to date. We
believe these tax assessments are without merit and we are vigorously defending our position. The
government's assessment in this case relies heavily on its arguments regarding taxability of BEFIEX
credits for certain years, which we are disputing in one of the BEFIEX government assessment cases
cited in the prior paragraph. Because the IPI Amnesty case is moving faster than the BEFIEX taxability
case, we could be required to pay the IPI Amnesty assessment before obtaining a final decision in
the BEFIEX taxability case.
We have received tax assessments from the Brazilian federal tax authorities relating to amounts
allegedly due regarding insurance taxes (PIS/COFINS) for tax credits recognized since 2007. These
credits were recognized for inputs to certain manufacturing and other business processes. These
assessments are being challenged at the administrative and judicial levels in Brazil. The total amount
is
of outstanding tax assessments received for credits recognized for PIS/COFINS
approximately 334 million Brazilian reais (approximately $69 million at December 31, 2023). We
believe these tax assessments are without merit and are vigorously defending our positions. Based
on the opinion of our tax and legal advisors, we have not accrued any amount related to these
assessments.
inputs
In addition to the BEFIEX, IPI tax credit and PIS/COFINS inputs matters noted above, other
assessments issued by the Brazilian tax authorities related to indirect and income tax matters, and
other matters, are at various stages of review in numerous administrative and judicial proceedings.
The amounts related to these assessments will continue to be increased by monetary adjustments
at the Selic rate, which is the benchmark rate set by the Brazilian Central Bank. In accordance with
our accounting policies, we routinely assess these matters and, when necessary, record our best
estimate of a loss. We believe these tax assessments are without merit and are vigorously defending
our positions.
Litigation is inherently unpredictable and the conclusion of these matters may take many years to
ultimately resolve. Amounts at issue in potential future litigation could increase as a result of
interest and penalties in future periods. Accordingly, it is possible that an unfavorable outcome in
these proceedings could have a material adverse effect on our financial statements in any particular
reporting period.
Legacy EMEA Legal Matters
Competition Investigation
In 2013, the French Competition Authority ("FCA") commenced an investigation of appliance
manufacturers and retailers in France, including Whirlpool and Indesit. The FCA investigation was
split into two parts, and in December 2018, we finalized a settlement with the FCA on the first part of
the investigation. The second part of the FCA investigation, which is focused primarily on
manufacturer interactions with retailers, is ongoing. The Company has agreed to a preliminary
settlement range with the FCA and recorded a charge of approximately $69 million in the first half of
2023. The Company expects the settlement amount to be finalized in the first half of 2024, and to
make payment to the FCA in 2024.
Although it is currently not possible to assess the impact, if any, that matters related to the FCA
investigation may have on our financial statements, matters related to the FCA investigation could
have a material adverse effect on our financial statements in any particular reporting period.
84
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Trade Customer Insolvency
The Company was a former indirect minority shareholder of Alno AG, a longstanding trade customer
that filed for insolvency protection in Germany. In 2020, we paid a settlement of €52.75 million
(approximately $59 million at the time of payment) to resolve any potential claims the insolvency
trustee might have against the Company. We have also resolved certain claims brought by a third
party related to Alno's insolvency through a settlement which includes a full release of any and all
claims by that third party, and accrued an immaterial incremental amount during the second
quarter related to this resolution.
Grenfell Tower
On June 23, 2017, London's Metropolitan Police Service released a statement that it had identified a
Hotpoint–branded refrigerator as the initial source of the Grenfell Tower fire in West London. U.K.
authorities are conducting investigations, including regarding the cause and spread of the fire. The
model in question was manufactured by Indesit Company between 2006 and 2009, prior to
Whirlpool's acquisition of Indesit in 2014. We are fully cooperating with the investigating authorities.
Whirlpool was named as a defendant in a product liability suit in Pennsylvania federal court related
to this matter. The federal court dismissed the case with prejudice in September 2020 and the
dismissal was affirmed on appeal in July 2022. Plaintiffs filed a petition with the U.S. Supreme Court
in January 2023, which was subsequently denied. In December 2020, lawsuits related to Grenfell
Tower were filed in the U.K. against approximately 20 defendants, including Whirlpool Corporation
and certain Whirlpool subsidiaries. In the fourth quarter of 2022, we accrued an immaterial amount
related to these claims in our financial statements. Additional claims may be filed related to this
incident.
Latin America Tax Review
In the first quarter of 2023, we accrued an immaterial amount in our Consolidated Condensed
Financial Statements related to prior-period Value Added Tax (VAT) remittances in our Latin America
region. We resolved certain aspects of this matter in the second quarter of 2023 and the overall
financial statement impact of such resolution was immaterial. We continue to review tax matters
within the region for any potential additional impacts, if any; certain matters could have a material
adverse effect on our financial statements in any particular reporting period.
Other Litigation
See Note 13 for information on certain U.S. income tax litigation. In addition, we successfully
defended against two lawsuits that were certified for treatment as class actions in U.S. federal court,
relating to two top-load washing machine models. In December 2019, the court in one of these
lawsuits entered summary judgment in Whirlpool's favor, and that judgment was affirmed on appeal
in late 2023. The second lawsuit, which was stayed pending resolution of the first lawsuit, has also
been dismissed.
We are currently vigorously defending a number of other lawsuits related to the manufacture and
sale of our products which include class action allegations, and may become involved in similar
actions. These lawsuits allege claims which include negligence, breach of contract, breach of
warranty, product liability and safety claims, false advertising, fraud, and violation of federal and
state regulations, including consumer protection laws. In general, we do not have insurance
coverage for class action lawsuits. We are also involved in various other legal actions arising in the
normal course of business, for which insurance coverage may or may not be available depending on
the nature of the action. We dispute the merits of these suits and actions, and intend to vigorously
defend them. Management believes, based upon
into
consideration legal counsel's evaluation of such suits and actions, and after taking into account
current litigation accruals, that the outcome of these matters currently pending against Whirlpool
should not have a material adverse effect, if any, on our financial statements.
its current knowledge, after taking
85
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Product Warranty Reserves
Product warranty reserves are included in other current and other noncurrent liabilities in our
Consolidated Balance Sheets. The following table summarizes the changes in total product warranty
reserves for the periods presented:
Millions of dollars
Balance at January (1)
Issuances/accruals during the period
Settlements made during the period/other
Liabilities classified to held for sale (1)
Balance at December 31
Current portion
Non-current portion
Total
(1)
Product Warranty
2023
2022
311
(303)
8
$ 190 $ 286
267
(304)
(59)
$ 206 $ 190
$ 136 $ 131
59
$ 206 $ 190
70
Starting from the fourth quarter of 2022, product warranty reserve, and subsequent movements of the reserve, of our
European major domestic appliance business has been transferred to liabilities held for sale.
In the normal course of business, we engage in investigations of potential quality and safety issues.
As part of our ongoing effort to deliver quality products to consumers, we are currently investigating
certain potential quality and safety issues globally. As necessary, we undertake to effect repair or
replacement of appliances in the event that an investigation leads to the conclusion that such action
is warranted.
Guarantees
We have guarantee arrangements in a Brazilian subsidiary. For certain creditworthy customers, the
subsidiary guarantees customer lines of credit at commercial banks to support purchases following
its normal credit policies. If a customer were to default on its line of credit with the bank, our
subsidiary would be required to assume the line of credit and satisfy the obligation with the bank. At
December 31, 2023 and December 31, 2022, the guaranteed amounts totaled 1,321 million Brazilian
reais (approximately $273 million at December 31, 2023) and 1,122 million Brazilian reais
(approximately $215 million at December 31, 2022), respectively. The fair value of these guarantees
were nominal at December 31, 2023 and December 31, 2022. Our subsidiary insures against a
significant portion of this credit risk for these guarantees, under normal operating conditions,
through policies purchased from high-quality underwriters.
We provide guarantees of indebtedness and lines of credit for various consolidated subsidiaries. The
maximum contractual amount of indebtedness and lines of credit available under these lines for
consolidated subsidiaries totaled approximately $3.0 billion at December 31, 2023 and $2.9 billion at
December 31, 2022. Our total short-term outstanding bank indebtedness under guarantees
(excluding those related to the European major domestic appliance business) was $17 million at
December 31, 2023, and was nominal at December 31, 2022.
86
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Purchase Obligations
Our expected cash outflows resulting from non-cancellable purchase obligations are summarized by
year in the table below. Non-cancellable purchase obligations related to the European major
domestic appliance business are excluded from the table below from April 2024 onwards, when the
European transaction is expected to be completed.
Millions of dollars
2024
2025
2026
2027
2028
Thereafter
Total purchase obligations
$
$
257
119
49
20
18
44
507
(8)
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 2023, 2022 and 2021 were $87 million, $90 million and $91 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.
Starting from the fourth quarter of 2022, pension assets and liabilities related to the European major
domestic appliance business have been classified as held for sale.
The postretirement medical benefit programs are unfunded. We reserve the right to modify these
benefits in the future.
87
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Defined Benefit - Pensions and Other Postretirement Benefit Plans
Obligations and Funded Status at End of Year
Millions of dollars
Funded status
Fair value of plan assets
Benefit obligations
Funded status
Amounts recognized in the
consolidated balance sheets
Noncurrent asset
Current liability
Noncurrent liability
Amount recognized
Amounts recognized in
accumulated other comprehensive
loss (pre-tax)
Net actuarial loss
Prior service (credit) cost
Amount recognized
Change in Benefit Obligation
United States
Pension Benefits
Foreign
Pension Benefits
Other Postretirement
Benefits
2023
2022
2023
2022
2023
2022
$ 1,980 $ 2,072 $
2,098
$
2,211
(118) $
(139) $
29 $
65
(36) $
30 $ — $ —
121
123
60
(121)
(123) $
(30) $
$ — $
(8)
(110)
(118) $
$
21 $
(9)
(151)
(139) $
6 $
(5)
(37)
(36) $
7 $ — $ —
(25)
(16)
(4)
(96)
(107)
(33)
(121)
(123) $
(30) $
$ 1,239 $ 1,266 $
1
1
$ 1,240 $ 1,267 $
206 $
2
208 $
111 $
3
114 $
(2) $
(9)
(11) $
(15)
(52)
(67)
Millions of dollars
Benefit obligation, beginning of year
Service cost
Interest cost
Plan participants' contributions
Actuarial (gain) loss
Benefits paid
Plan amendments
Other adjustments
Settlements / curtailment (gain)
Foreign currency exchange rates
Reclassification of obligation to held
for sale (1)
Benefit obligation, end of year
Accumulated benefit obligation, end
of year
United States
Pension Benefits
Foreign
Pension Benefits
Other Postretirement
Benefits
2023
2022
2023
2022
2023
2022
$ 2,211 $ 2,968 $
60 $
2
115
—
44
(274)
—
—
—
—
3
82
—
(606)
(230)
—
—
(6)
—
3
26
—
53
(30)
(1)
—
(6)
29
924 $
4
15
—
(262)
(28)
—
11
(7)
(82)
121 $
—
7
—
11
(19)
2
—
—
1
166
—
5
—
(28)
(18)
(5)
—
—
1
—
—
$ 2,098 $ 2,211 $
(69)
65 $
(515)
60 $
—
123 $
—
121
$ 2,090 $ 2,205 $
58 $
52
N/A
N/A
(1) Starting from the fourth quarter of 2022, benefit obligations of our European major domestic appliance business is
transferred to assets held for sale. For additional information, see Note 15 to the Consolidated Financial Statements.
The actuarial (gain) loss for all pension and other postretirement benefit plans in 2023 and 2022 was
primarily related to a change in the discount rate used to measure the benefit obligation of those
plans.
88
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Change in Plan Assets
United States
Pension Benefits
Foreign
Pension Benefits
Other Postretirem
ent
Benefits
2022
2023
Millions of dollars
Fair value of plan assets, beginning of year $ 2,072 $ 2,904 $
Actual return on plan assets
Employer contribution
Plan participants' contributions
Benefits paid
Transfer of plan assets
Other adjustments
Settlements
Foreign currency exchange rates
Reclassification of plan assets to held for
sale (1)
Fair value of plan assets, end of year
175
7
—
(274)
—
—
—
—
(605)
9
—
(230)
—
—
(6)
—
$ 1,980 $ 2,072 $
—
—
2023
2022
2023
2022
30 $ 665 $ — $ —
—
18
—
(18)
—
—
—
—
(181)
30
—
(28)
—
—
(7)
(70)
—
19
—
(19)
—
—
—
—
1
3
—
(4)
—
(1)
—
—
—
29 $
(379)
—
—
30 $ — $ —
(1) Starting from the fourth quarter of 2022, fair value of plan assets of our European major domestic appliance business is
transferred to assets held for sale. For additional information, see Note 15 to the Consolidated Financial Statements.
Components of Net Periodic Benefit Cost
United States
Pension Benefits
Foreign
Pension Benefits
Other Postretirement
Benefits
Millions of dollars
Service cost
Interest cost
Expected return on plan
assets
Amortization:
Actuarial loss
Prior service cost (credit)
Curtailment (gain) / loss
Settlement loss
Net periodic benefit cost
(income)
2023
$
115
2 $
2022
2021
2023
2022
2021
2023
2022
2021
3 $
3 $
3 $
4 $
82
77
26
15
5 $ — $ — $ —
5
5
7
14
(140) (144) (158)
(22)
(31)
(34) —
—
—
37
—
—
—
57
—
—
1
69
—
—
5
5
—
—
1
9
—
19
—
(1) —
2
2
(1) —
(41)
(46)
—
—
—
—
—
(46)
—
—
$ 14 $
(1) $
(4) $ 13 $
(2) $
6 $ (35) $ (41) $ (41)
The following table summarizes the net periodic cost recognized in operating profit and interest and
sundry (income) expense for the years ended December 31, 2023, 2022 and 2021:
Millions of dollars
Operating (profit) loss
Interest and sundry
(income) expense
Net periodic benefit cost
(income)
United States
Pension Benefits
Foreign
Pension Benefits
Other Postretirement
Benefits
2023
2022
2021
2023
2022
2021
2023
2022
2021
$
2 $
3 $
3 $
3 $
4 $
5 $ — $ — $ —
12
(4)
(7)
10
(6)
1
(35)
(41)
(41)
$ 14 $
(1) $
(4) $ 13 $
(2) $
6 $ (35) $ (41) $ (41)
89
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive
Income (Loss) (Pre-Tax) in 2023
Millions of dollars
Current year actuarial loss / (gain)
Actuarial (loss) recognized during the
year
Current year prior service cost (credit)
Prior service credit (cost) recognized
during the year
Total recognized in other
comprehensive income (loss) (pre-tax)
Total recognized in net periodic benefit
costs and other comprehensive income
(loss) (pre-tax)
United States
Pension Benefits
Foreign
Pension Benefits
Other Postretirement
Benefits
$
10 $
78 $
(37)
—
—
(6)
(1)
—
$
$
(27) $
71 $
(13) $
84 $
11
1
2
41
55
20
We amortize actuarial losses and prior service costs (credits) over a period of up to 16 years and 10
years, respectively.
Assumptions
Weighted-Average Assumptions used to Determine Benefit Obligation at End of Year
Discount rate
Rate of compensation increase
Interest crediting rate for cash
balance plans
United States
Pension Benefits
Foreign
Pension Benefits (1)
2022
2023
Other Postretirement
Benefits
2022
2023
5.15 % 5.55 % 4.44 % 4.72 % 5.72 % 6.05 %
N/A
4.50 % 4.50 % 3.58 % 3.52 %
N/A
2023
2022
3.90 % 4.30 % 2.81 % 2.85 %
N/A
N/A
(1)
Weighted-average assumptions include assumptions related to pension plans classified as held for sale.
Weighted-Average Assumptions used to Determine Net Periodic Cost
Discount rate
Expected long-term
rate of return on plan
assets
United States
Pension Benefits
Foreign
Pension Benefits (1)
2023
2022
5.55% 2.85% 2.50% 4.72% 1.89% 1.55% 6.36% 4.27% 3.66%
Other Postretirement
Benefits
2022
2021
2023
2021
2021
2022
2023
6.00% 5.50% 6.00% 5.33% 5.23% 5.48% N/A
N/A
N/A
4.50% 4.50% 4.50% 3.52% 3.59% 3.47% N/A
Rate of compensation
increase
Interest crediting rate
for cash balance plans 4.30% 1.60% 1.25% 2.85% 2.36% 1.99% N/A
Health care cost trend
rate
N/A
N/A
N/A
N/A
Initial rate
Ultimate rate
Year that ultimate
rate will be
reached
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
5.50% 5.75% 6.00%
5.00% 5.00% 5.00%
N/A
N/A
N/A
N/A
N/A
N/A
2025
2025
2025
(1)
Weighted-average assumptions include assumptions related to pension plans classified as held for sale.
90
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Discount Rate
For our United States pension and postretirement benefit plans, the discount rate was selected
using a hypothetical portfolio of high quality bonds outstanding at December 31 that would provide
the necessary cash flows to match our projected benefit payments. For our foreign pension and
postretirement benefit plans, the discount rate was primarily selected using high quality bond yields
for the respective country or region covered by the plan.
Expected Return on Plan Assets
In the United States, the expected return on plan assets is developed considering asset mix,
historical asset class data and long-term expectations. The resulting weighted-average return was
rounded to the nearest quarter of one percent and applied to the fair value of plan assets at
December 31, 2023.
For foreign pension plans, the expected rate of return on plan assets was primarily determined by
observing historical returns in the local fixed income and equity markets and computing the
weighted average returns with the weights being the asset allocation of each plan.
Cash Flows
Funding Policy
Our funding policy is to contribute to our qualified United States pension plans amounts sufficient to
meet the minimum funding requirement as defined by employee benefit and tax laws, plus
additional amounts which we may determine to be appropriate. In certain countries other than the
United States, the funding of pension plans is not common practice. Contributions to our United
States pension plans may be made in the form of cash or, in the case of our defined contribution
plan in our discretion, company stock. We pay for retiree medical benefits as they are incurred.
There have been no contributions to the pension trust for our U.S. defined benefit plans during the
twelve months ended December 31, 2023 and 2022.
Expected Employer Contributions to Funded Plans
Millions of dollars
2024
Expected Benefit Payments
United States
Pension Benefits
Foreign
Pension Benefits
$
— $
19
Expected benefit payments related to the European major domestic appliance business classified as
held for sale are excluded from the table below. The transaction is expected to close by April 2024
and the payments related to the first quarter of 2024 are not material.
Millions of dollars
2024
2025
2026
2027
2028
2029-2033
Plan Assets
United States
Pension Benefits
Foreign
Pension Benefits
Other Postretirement
Benefits
$
$
245 $
206
201
196
186
800 $
6 $
9
6
9
6
30 $
16
13
12
10
10
43
Our overall investment strategy is to achieve an appropriate mix of investments for long-term
growth and for near-term benefit payments with a wide diversification of asset types, fund
strategies, and investment fund managers. The target allocation for our plans is approximately 20%
91
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
in growth assets and 80% in immunizing fixed income securities, with exceptions for foreign pension
plans. The fixed income securities duration is intended to match that of our United States pension
liabilities.
Plan assets are reported at fair value based on an exit price, representing the amount that would be
received to sell an asset 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. 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 manage the process and approve the results of a third-party pricing service to
value the majority of our securities and to determine the appropriate level in the fair value
hierarchy.
92
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The fair values of our pension plan assets at December 31, 2023 and 2022, by asset category were as
follows:
Millions of dollars
Cash and cash
equivalents
Government and
government agency
securities (1)
U.S. securities
International
securities
Corporate bonds and
notes (1)
U.S. companies
International
companies
Equity securities (2)
U.S. companies
International
companies
Mutual funds (3)
Investments at net asset
value
U.S. equity securities
(4)
International equity
securities (4)
Short-term
investment fund (4)
International debt
securities (5)
International equity
securities (5)
Real estate (6)
Limited partnerships (7)
U.S. private equity
investments
Diversified fund of
funds
Emerging growth
All other investments
December 31,
Quoted
prices
(Level 1)
Other significant
observable
inputs
(Level 2)
Significant
unobservable
inputs
(Level 3)
Net Asset
Value
Total
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
$ — $ — $ 178 $ 159 $ — $ — $ — $ — $ 178 $ 159
— —
75
82
— —
— —
75
82
— —
39
42
— —
— —
39
42
— —
1,094 1,194
— —
— —
1,094 1,194
— —
154 187
— —
— —
154
187
— —
— —
— —
— —
— —
8 11
— —
— —
73
71
— —
— —
— —
— —
8
71
11
73
— —
— —
— —
227 166
227
166
— —
— —
— —
119 123
119
123
— —
— —
— —
— —
— —
— —
— —
— —
— —
— —
— —
— —
— —
— —
— —
— —
— —
— —
— —
— —
— —
— —
15 17
— —
15
17
— —
1
—
1
— —
2
2
2
45
— —
— —
$ 8 $ 11 $ 1,638 $ 1,782 $ 17 $ 20 $ 346 $ 289 $ 2,009 $ 2,102
— —
— —
45
— —
— —
— —
—
2
27
27
(1)
(2)
(3)
Valued using pricing vendors who use proprietary models to estimate the price a dealer would pay to buy a security
using significant observable inputs, such as interest rates, yield curves, and credit risk.
Valued using the closing stock price on a national securities exchange, which reflects the last reported sales price on the
last business day of the year.
Valued using the net asset value (NAV) of the fund, which is based on the fair value of underlying securities. The fund
primarily invests in a diversified portfolio of equity securities, fixed income debt securities and real estate issued by non-
U.S. companies.
93
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(4)
(5)
(6)
(7)
Common and collective trust funds valued using the NAV of the fund, which is based on the fair value of underlying
securities.
Fund of funds valued using the NAV of the fund, which is based on the fair value of underlying securities. International
debt securities includes corporate bonds and notes and government and government agency securities.
Valued using the NAV of the fund, which is based on the fair value of underlying assets.
Valued at estimated fair value based on the proportionate share of the limited partnership's fair value, as determined by
the general partner.
Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Millions of dollars
Balance, December 31, 2022
Realized gain / (loss) (net)
Unrealized gain / (loss) (net)
Purchases
Settlements
Balance, December 31, 2023
Additional Information
Limited
Partnerships
20
$
—
(2)
(1)
(1)
16
$
The projected benefit obligation and fair value of plan assets for pension plans with a projected
benefit obligation in excess of plan assets at December 31, 2023 and 2022 were as follows:
Millions of dollars
Projected benefit obligation
Fair value of plan assets
United States
Pension Benefits
Foreign
Pension Benefits
2023
2022
2023
2022
$
$
2,098 $
1,980 $
1,866 $
1,706 $
42 $
1 $
37
(1)
The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for
pension plans with an accumulated benefit obligation in excess of plan assets at December 31, 2023
and 2022 were as follows:
Millions of dollars
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
United States
Pension Benefits
Foreign
Pension Benefits
2023
2022
2023
2022
$
$
2,098 $
2,090
1,980 $
1,866 $
1,860
1,706 $
42 $
39
1 $
37
34
(1)
94
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(9) HEDGES AND DERIVATIVE FINANCIAL INSTRUMENTS
Derivative instruments are accounted for at fair value based on market rates. Derivatives where we
elect hedge accounting are designated as either cash flow, fair value or net investment hedges.
Derivatives that are not accounted for based on hedge accounting are marked to market through
earnings. If the designated cash flow hedges are highly effective, the gains and losses are recorded
in other comprehensive income (loss) and subsequently reclassified to earnings to offset the impact
of the hedged items when they occur. In the event it becomes probable the forecasted transaction
to which a cash flow hedge relates will not occur, the derivative would be terminated and the
amount in accumulated other comprehensive income (loss) would be recognized in earnings. The
fair value of the hedge asset or liability is present in either other current assets/liabilities or other
noncurrent assets/liabilities on the Consolidated Balance Sheets and in other within cash provided
by (used in) operating activities in the Consolidated Statements of Cash Flows. Using derivative
instruments means assuming counterparty credit risk. Counterparty credit risk relates to the loss we
could incur if a counterparty were to default on a derivative contract. We generally deal with
investment grade counterparties and monitor the overall credit risk and exposure to individual
counterparties. We do not anticipate nonperformance by any counterparties. The amount of
counterparty credit exposure is limited to the unrealized gains, if any, on such derivative contracts.
We do not require nor do we post collateral on such contracts.
Hedging Strategy
In the normal course of business, we manage risks relating to our ongoing business operations
including those arising from changes in commodity prices, foreign exchange rates and interest rates.
Fluctuations in these rates and prices can affect our operating results and financial condition. We
use a variety of strategies, including the use of derivative instruments, to manage these risks. We do
not enter into derivative financial instruments for trading or speculative purposes.
Commodity Price Risk
We enter into commodity derivative contracts on various commodities to manage the price risk
associated with forecasted purchases of materials used in our manufacturing process. The objective
of these hedges is to reduce the variability of cash flows associated with the forecasted purchase of
commodities.
Foreign Currency and Interest Rate Risk
We incur expenses associated with the procurement and production of products in a limited
number of countries, while we sell in the local currencies of a large number of countries. Our
primary foreign currency exchange exposures result from cross-currency sales of products. As a
result, we enter into foreign exchange contracts to hedge certain firm commitments and forecasted
transactions to acquire products and services that are denominated in foreign currencies. We enter
into certain undesignated non-functional currency asset and liability hedges that relate primarily to
short-term payables, receivables, intercompany loans and dividends. When we hedge a foreign
currency denominated payable or receivable with a derivative, the effect of changes in the foreign
exchange rates are reflected currently in interest and sundry (income) expense for both the payable/
receivable and the derivative. Therefore, as a result of the economic hedge, we do not elect hedge
accounting.
We also enter into hedges to mitigate currency risk primarily related to forecasted foreign currency
denominated expenditures, intercompany financing agreements and royalty agreements and
designate them as cash flow hedges. Gains and losses on derivatives designated as cash flow
hedges, to the extent they are included in the assessment of effectiveness, are recorded in other
comprehensive income (loss) and subsequently reclassified to earnings to offset the impact of the
hedged items when they occur.
We may enter into cross-currency interest rate swaps to manage our exposure relating to cross-
currency debt. Outstanding notional amounts of cross-currency interest rate swap agreements were
$618 million and $618 million at December 31, 2023 and 2022, respectively.
95
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
We may enter into interest rate swap agreements to manage interest rate risk exposure. Our
interest rate swap agreements, if any, effectively modify our exposure to interest rate risk, primarily
through converting certain floating rate debt to a fixed rate basis, and certain fixed rate debt to a
floating rate basis. These agreements involve either the receipt or payment of floating rate amounts
in exchange for fixed rate interest payments or receipts, respectively, over the life of the agreements
without an exchange of the underlying principal amounts. We may enter into swap rate lock
agreements to effectively reduce our exposure to interest rate risk by locking in interest rates on
probable long-term debt issuances. There were no outstanding notional amounts of interest rate
swap agreements at December 31, 2023 and December 31, 2022.
Net Investment Hedging
For instruments that are designated and qualify as a net investment hedge, the effective portion of
the instruments' gain or loss is reported as a component of other comprehensive income (loss) and
recorded in accumulated other comprehensive loss. The gain or loss will be subsequently
reclassified into net earnings when the hedged net investment is either sold or substantially
liquidated. The remaining change in fair value of the hedge instruments represents the ineffective
portion, which is immediately recognized in interest and sundry (income) expense on our
Consolidated Statements of Income. During the fourth quarter of 2022, Whirlpool substantially
liquidated
losses of
its foreign currency denominated investment in Mexico. As a result,
approximately $53 million recorded in Accumulated other comprehensive loss were reclassified into
Interest and sundry (income) expense in the Consolidated Financial Statements in 2022. As of
December 31, 2023, there were no outstanding hedges designated as net investment hedges.
96
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The following table summarizes our outstanding derivative contracts and their effects on our
Consolidated Balance Sheets at December 31, 2023 and 2022. Hedge assets and liabilities of our
European major domestic appliance business have been classified as held for sale and are excluded
from the table below.
Millions of dollars
Derivatives accounted
for as hedges(1)
Commodity swaps/
options
Foreign exchange
forwards/options
Cross-currency swaps
Interest rate derivatives
Total derivatives
accounted for as hedges
Derivatives not
accounted for as
hedges
Commodity swaps/
options
Foreign exchange
forwards/options (2)
Total derivatives not
accounted for as hedges
Total derivatives
Current
Noncurrent
Total derivatives
Fair Value of
Notional Amount
Hedge Assets
Hedge Liabilities
2023
2022
2023
2022
2023
2022
Type of
Hedge
Maximum
Term (Months)
2023
2022
$ 193 $ 170 $
4 $
7 $
9 $ 17
(CF)
952
618
—
998
618
—
1
5
—
24
5
—
31
79
—
20
42
—
(CF/NI)
(CF)
(CF)
$ 10 $ 36 $ 119 $ 79
$ — $
1 $ — $ — $ — $ —
N/A
1,569
439
13
5
9
6
N/A
$ 13 $
6
5 $
$ 23 $ 41 $ 128 $ 85
9 $
24
15
62
0
0
10
24
15
74
0
0
5
$ 22 $ 40 $ 46 $ 41
44
$ 23 $ 41 $ 128 $ 85
82
1
1
(1)
(2)
Derivatives accounted for as hedges are considered either cash flow (CF) or net investment (NI) hedges.
Foreign exchange forwards/options have increased due to intercompany loan movements related to the anticipated
contribution of our European major domestic appliance business.
97
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The following tables summarize the effects of derivative instruments on our Consolidated
Statements of Income (Loss) and Consolidated Statements of Comprehensive Income (Loss) for the
years ended December 31, 2023 and 2022:
Millions of dollars
Cash flow hedges
Commodity swaps/options
Foreign exchange forwards/options
Cross-currency swaps
Interest rate derivatives
Net investment hedges
Foreign currency
Cash Flow Hedges - Millions of dollars
Commodity swaps/options (3)
Foreign exchange forwards/options
Foreign exchange forwards/options
Foreign exchange forwards/options
Cross-currency swaps(5)
Derivatives not Accounted for as Hedges -
Millions of dollars
Foreign exchange forwards/options
Gain (Loss)
Recognized in OCI
(Effective Portion) (3)
2022
2023
$
$
(13) $
(69)
(18)
—
—
(100) $
(3)
113
(47)
56
(26)
93
Location of Gain (Loss)
Reclassified from
OCI into Earnings
(Effective Portion)
Gain (Loss) Reclassified from
OCI into Earnings
(Effective Portion)(3),(4),(5)
2022
2023
Cost of products sold
Net sales
Cost of products sold
Interest and sundry (income)
expense
Interest and sundry (income)
expense
$
$
(15) $
(2)
(46)
24
3
(36) $
39
—
(26)
130
(50)
93
Location of Gain (Loss) Recognized
on Derivatives not
Accounted for as Hedges
Interest and sundry (income)
expense
Gain (Loss) Recognized on
Derivatives not
Accounted for as Hedges (3)
2023
2022
$
(35) $
(24)
(3)
(4)
(5)
Change in gain (loss) recognized in OCI (effective portion) is primarily driven by increases in commodity prices and
fluctuations in currency and interest rates. The tax impact of the cash flow hedges was $17 million and $(2) million in
2023 and 2022, respectively. The tax impact of the net investment hedges was $0 million and $6 million in 2023 and
2022, respectively.
Change in gain (loss) reclassified from OCI into earnings (effective portion) was primarily driven by fluctuations in
currency and commodity prices and interest rates compared to prior year.
Change in cross-currency swaps is primarily driven by the currency change in the Euro year-over-year.
For cash flow hedges, the amount of ineffectiveness recognized in interest and sundry (income)
expense was nominal during 2023 and 2022. There were no hedges designated as fair value in 2023
and 2022. The net amount of unrealized gain or loss on derivative instruments included in
accumulated other comprehensive income (loss) related to contracts maturing and expected to be
realized during the next twelve months is a gain of approximately $40 million at December 31, 2023.
98
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(10) FAIR VALUE MEASUREMENTS
Fair value is measured 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
market participants would use in pricing an asset or liability. Assets and liabilities measured at fair
value are based on a market valuation approach using prices and other relevant information
generated by market transactions involving identical or comparable assets or liabilities. 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.
Assets and liabilities measured at fair value on a recurring basis at December 31, 2023 and 2022 are
as follows:
Total Cost Basis
Quoted Prices In
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Total Fair Value
2023
2022
2023
2022
2023
2022
2023
2022
$ 1,126 $ 1,209 $ 867 $ 934 $ 259 $ 275 $ 1,126 $ 1,209
—
—
—
—
(105)
(44)
(105)
(44)
Millions of dollars
Short-term investments (1)
Net derivative contracts
(1)
Short-term investments are primarily comprised of money market funds and highly liquid, low risk investments with
initial maturities less than 90 days.
The non-recurring fair values represent only those assets whose carrying values were adjusted to
fair value during the reporting period. There were no goodwill or intangible asset impairment
charges recorded in 2023. See Note 5 to the Consolidated Financial Statements for additional
information.
Goodwill
We have three reporting units for which we assess for impairment. We use a discounted cash flow
analysis to determine fair value (Level 3 input) and consistent projected financial information in our
analysis of goodwill and intangible assets. During the second quarter of 2022, the discounted cash
flow analysis for the quantitative impairment assessment for the EMEA reporting unit utilized a
discount rate of 15%. Based on the quantitative assessment performed as of May 31, 2022, the
carrying value of the EMEA reporting unit exceeded its fair value resulting in a goodwill impairment
loss for the full carrying amount of $278 million during the second quarter of 2022 and for the
twelve months ended December 31, 2022.
Other Intangible Assets
The relief-from-royalty method for the quantitative impairment assessment for other intangible
assets in the EMEA reporting unit during the second quarter of 2022 utilized discount rates of 19%
and royalty rates ranging from 1.5% - 3.5%. Based on the quantitative assessment performed as of
May 31, 2022, the carrying value of the Indesit and Hotpoint* trademarks exceeded their fair value
(Level 3 input), resulting in an impairment charge of $106 million during the second quarter of 2022.
Indefinite-lived intangible assets of Indesit and Hotpoint* with carrying amounts of approximately
$201 million and $137 million were written down to fair values (Level 3 input) of $131 million and
$101 million, resulting in impairment charges of $70 million and $36 million, respectively.
99
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
During the fourth quarter of 2022, the remaining carrying amounts of Indesit and Hotpoint*
trademarks were included in the net assets of the European major domestic appliance disposal
group which was classified as held for sale.
European Major Domestic Appliance Business Held for Sale
On January 16, 2023, the Company entered into a contribution agreement with Arçelik A.Ş (“Arcelik”).
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 approximately 25% and Arcelik 75%.
On December 20, 2022, the Company's board authorized the transaction with Arcelik and the
European major domestic appliance business was classified as held for sale during the fourth
quarter of 2022. The disposal group was measured at fair value less cost to sell. We used a
discounted cash flow analysis and multiple market data points in our analysis to determine fair value
(Level 3 input) of the 25% interest retained, resulting in an estimated fair value of $139 million. The
discounted cash flow analysis utilized a discount rate of 16.5% at December 31, 2022. Due to the
impact of foreign currency, the estimated fair value is $144 million at December 31, 2023. In the
fourth quarter of 2023, we reviewed the updated assumptions subsequent to the held for sale date
and no material changes have occurred.
We recorded a loss of $106 million related to the planned divestiture of our European major
domestic appliance business for the twelve months ended December 31, 2023, inclusive of a gain of
$180 million in the fourth quarter of 2023.
See Note 15 to the Consolidated Financial Statements for additional information.
InSinkErator Acquisition
On October 31, 2022, we completed the acquisition of the InSinkErator business pursuant to the
terms of the purchase agreement with Emerson. The acquisition has been accounted for as a
business combination under the acquisition method of accounting. This requires allocation of the
purchase price to the estimated fair values of the identifiable assets acquired and liabilities
assumed, including goodwill and other intangible assets. The Company has finalized third-party
valuations for the purchase price allocation and the measurement period for any further purchase
accounting adjustment has elapsed.
The estimated value of property, plant and equipment included adjustments totaling $36 million to
increase the net book value to the fair value estimate of $173 million. The fair value of property,
plant and equipment was determined using both a cost and market approach. The model used
primarily included Level 2 and 3 inputs. This estimate was based on other comparable acquisitions
and historical experience, and preliminary expectations as to the duration of time we expect to
realize benefits from those assets.
The estimated value of inventory included adjustments totaling $10 million to step-up inventory to
an estimated fair value of $93 million. The fair value of inventory was estimated using the
comparative sales method. The model used primarily included Level 2 and 3 inputs. To estimate the
fair value of inventory, we considered the components of InSinkErator’s inventory, as well as
estimates of selling prices and selling and distribution costs that were based on InSinkErator’s
historical experience.
*Whirlpool ownership of the Hotpoint brand in the EMEA and Asia Pacific regions is not affiliated with the Hotpoint brand sold
in the Americas.
100
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The estimated fair values of identifiable intangible assets acquired were prepared using an income
valuation approach, which requires a forecast of expected future revenues, future cash flows and
discount rates (Level 3 inputs), either through the use of the relief-from-royalty method, the multi-
period excess earnings method or the with and without method.
Purchase accounting adjustments during the period were not material. The measurement period for
any additional purchase accounting adjustments has concluded, as one year has elapsed from the
acquisition date.
See Note 15 to the Consolidated Financial Statements for additional information.
Russia Sale 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 with a fair value of zero. Fair value, which is less than
the carrying amount of the Russia business, was estimated based on purchase price which includes
contingent consideration based on future business and other conditions (Level 2 input). We
recorded an impairment charge of $333 million for the write-down of the net assets to their fair
value.
See Note 15 to the Consolidated Financial Statements for additional information.
Elica PB India Acquisition
As of September 30, 2021, the Company consolidated Elica PB India. As a result, the previously held
equity interest of 49% was remeasured at a fair value of $74 million (Level 2 input) on the acquisition
date, resulting in an implied fair value of approximately $150 million.
For additional information, see Note 1 to the Consolidated Financial Statements.
Whirlpool China Equity Method Investment
During the second quarter of 2021, the partial tender offer for Whirlpool China was completed and
the entity was deconsolidated. Subsequent to the share transfer, which was completed on May 6,
2021, the Company holds an equity interest of approximately 20% in Whirlpool China. The fair value
of the retained investment in Whirlpool China at the date of deconsolidation was calculated based
on the Whirlpool China stock price (Level 1 input), the portion of interest retained and the shares
outstanding, resulting in a fair value of $214 million.
For additional information see Note 15 to the Consolidated Financial Statements.
Turkey Subsidiary Divestment
During the second quarter of 2021, we entered into a share transfer agreement to sell our Turkish
subsidiary and the sale was completed on June 30, 2021. Fair value was calculated based on the cash
purchase price, subject to customary adjustments at closing (Level 2 input), and we recorded a loss
on sale and disposal of businesses of $40 million for the write-down of the assets to the fair value of
$111 million. An immaterial adjustment to the loss on sale and disposal of business was recorded in
the third quarter of 2021.
For additional information see Note 15 to the Consolidated Financial Statements.
Other Fair Value Measurements
The fair value of long-term debt (including current maturities) was $6.9 billion and $7.0 billion at
December 31, 2023 and 2022, respectively, and was estimated using a discounted cash flow analysis
based on incremental borrowing rates for similar types of borrowing arrangements (Level 2 input).
101
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(11) STOCKHOLDERS' EQUITY
Comprehensive Income (Loss)
Comprehensive income (loss) primarily includes (1) our reported net earnings (loss), (2) foreign
currency translation, including net investment hedges, (3) changes in the effective portion of our
open derivative contracts designated as cash flow hedges, and (4) changes in our unrecognized
pension and other postretirement benefits.
The following table shows the components of accumulated other comprehensive income (loss)
available to Whirlpool at December 31, 2021, 2022, and 2023, and the activity for the years then
ended:
Millions of dollars
December 31, 2020
Unrealized gain (loss)
Unrealized actuarial gain(loss) and prior
service credit (cost)
Tax effect
Other comprehensive income (loss), net of
tax
Less: Other comprehensive loss available
to noncontrolling interests
Other comprehensive income (loss) available
to Whirlpool
December 31, 2021
Unrealized gain (loss)
Unrealized actuarial gain (loss) and prior
service credit (cost)
Tax effect
Other comprehensive income (loss), net of
tax
Less: Other comprehensive loss available
to noncontrolling interests
Other comprehensive income (loss) available
to Whirlpool
December 31, 2022
Unrealized gain (loss)
Unrealized actuarial gain (loss) and prior
service credit (cost)
Tax effect
Other comprehensive income (loss), net of
tax
Less: Other comprehensive loss available
to noncontrolling interests
Other comprehensive income (loss) available
to Whirlpool
Foreign
Currency
Derivative
Instruments
Pension and
Postretirement
Liability
$
(1,918) $
364
—
21 $
27
—
(914)
—
Total
(2,811)
391
104
104
(1)
(14)
(26)
(41)
363
—
363
$
(1,555) $
280
—
—
280
—
280
13
—
13
34 $
26
—
(2)
24
—
24
78
—
78
454
—
454
(836) $ (2,357)
306
—
(27)
(10)
(27)
(12)
(37)
267
—
—
(37)
267
$
(1,275) $
22
58 $
(64)
(873) $ (2,090)
(42)
—
—
—
22
—
22
—
17
(99)
(99)
36
53
(47)
(63)
(88)
—
—
—
(47)
(63)
(88)
December 31, 2023
$
(1,253) $
11 $
(936) $ (2,178)
102
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Net Earnings per Share
Diluted net earnings per share of common stock include the dilutive effect of stock options and
other share-based compensation plans. Basic and diluted net earnings per share of common stock
were calculated as follows:
Millions of dollars and shares
Numerator for basic and diluted earnings per share – net earnings
(loss) available to Whirlpool
Denominator for basic earnings per share – weighted-average
shares
Effect of dilutive securities – stock-based compensation
Denominator for diluted earnings per share – adjusted weighted-
average shares
Anti-dilutive stock options/awards excluded from earnings per
share
2023
2022
2021
$
481 $ (1,519) $ 1,783
55.0
0.2
55.9
—
62.1
0.8
55.2
55.9
62.9
1.2
0.6
0.1
Dividends
Dividends per share paid to shareholders were $7.00, $7.00 and $5.45 during 2023, 2022 and 2021,
respectively.
Share Repurchase Program
On April 19, 2021, our Board of Directors authorized a share repurchase program of up to $2 billion,
which has no expiration date. On February 14, 2022, the Board of Directors authorized an additional
$2 billion in share repurchases under the Company's ongoing share repurchase program. During the
twelve months ended December 31, 2023, we did not repurchase any shares under the share
repurchase programs. At December 31, 2023, there were approximately $2.6 billion in remaining
funds authorized under these programs.
Share repurchases are made from time to time on the open market as conditions warrant. The
program does not obligate us to repurchase any of our shares and it has no expiration date.
(12) SHARE-BASED INCENTIVE PLANS
We sponsor several share-based employee incentive plans. Share-based compensation expense for
grants awarded under these plans was $33 million, $58 million and $82 million in 2023, 2022, and
2021, respectively. Related income tax benefits recognized in earnings were $7 million, $10 million
and $10 million in 2023, 2022, and 2021, respectively.
At December 31, 2023, unrecognized compensation cost related to non-vested stock option and
stock unit awards totaled $62 million. The cost of these non-vested awards is expected to be
recognized over a weighted-average remaining vesting period of 27 months.
Share-Based Employee Incentive Plans
On April 18, 2023, our stockholders approved the 2023 Omnibus Stock and Incentive Plan ("2023
OSIP"). This plan was adopted by our Board of Directors on February 20, 2023 and provides for the
issuance of stock options, performance stock units, and restricted stock units, among other award
types. No new awards may be granted under the 2023 OSIP after the tenth anniversary of the date
that the stockholders approved the plan. However, the term and exercise of awards granted before
then may extend beyond that date. At December 31, 2023, approximately 3.6 million shares remain
available for issuance under the 2018 and 2023 OSIP.
On April 17, 2018, our stockholders approved the 2018 Omnibus Stock and Incentive Plan ("2018
OSIP"). This plan was adopted by our Board of Directors on February 20, 2018 and provided for the
issuance of stock options, performance stock units, and restricted stock units, among other award
types. No new awards may be granted under the 2018 OSIP following the approval of the 2023 OSIP
103
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
by our stockholders, but the 2018 OSIP will continue to govern awards granted under the 2018 OSIP
prior to the effectiveness of the 2023 OSIP.
Stock Options
Eligible employees may receive stock options as a portion of their total compensation. Such options
generally become exercisable over a 3-year period in substantially equal increments, expire 10 years
from the date of grant and are subject to forfeiture upon termination of employment, other than by
death, disability, retirement, or with the consent of the Committee (as defined in the award
agreement). We use the Black-Scholes option-pricing model to measure the fair value of stock
options granted to employees. Granted options have exercise prices equal to the market price of
Whirlpool common stock on the grant date. The principal assumptions used in valuing options
include: (1) risk-free interest rate - an estimate based on the yield of United States zero coupon
securities with a maturity equal to the expected life of the option; (2) expected volatility - an estimate
based on the historical volatility of Whirlpool common stock for a period equal to the expected life of
the option; and (3) expected option life - an estimate based on historical experience. Stock options
are expensed on a straight-line basis, net of estimated forfeitures. Based on the results of the
model, the weighted-average grant date fair value of stock options granted for 2023, 2022, and 2021
were $37.55, $53.16 and $52.44, respectively, using the following assumptions:
Weighted Average Black-Scholes Assumptions
Risk-free interest rate
Expected volatility
Expected dividend yield
Expected option life, in years
Stock Option Activity
2023
2022
2021
4.0 %
39.8 %
5.0 %
5
1.9 %
37.4 %
2.9 %
5
0.5 %
37.7 %
2.5 %
5
The following table summarizes stock option activity during 2023:
In thousands, except per share data
Outstanding at January 1
Granted
Exercised
Canceled or expired
Outstanding at December 31
Exercisable at December 31
Number
of Options
Weighted-
Average
Exercise Price
983 $
212
(25)
(219)
951 $
620 $
178.57
145.00
131.72
193.10
169.01
170.93
The total intrinsic value of stock options exercised was $0.3 million, $2.0 million and $121.0 million
for 2023, 2022, and 2021, respectively. The related tax benefits were $0.1 million, $0.3 million and
$23.0 million for 2023, 2022, and 2021, respectively. Cash received from the exercise of stock
options was $3 million, $4 million, and $77 million for 2023, 2022, and 2021, respectively.
The table below summarizes additional information related to stock options outstanding at
December 31, 2023:
Options in thousands / dollars in millions, except per-share data
Number of options
Weighted-average exercise price per share
Aggregate intrinsic value
Weighted-average remaining contractual term, in years
Outstanding Net of
Expected
Forfeitures
Options
Exercisable
$
$
946
169.08 $
— $
6
620
170.93
—
5
104
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Stock Units
Eligible employees may receive restricted stock units or performance stock units as a portion of their
total compensation.
Restricted stock units are typically granted to selected management employees on an annual basis
and vest over three years. Periodically, restricted stock units may be granted to selected employees
based on special recognition or retention circumstances and generally vest from three years to
seven years. Previously granted awards accrue dividend equivalents on outstanding units (in the
form of additional stock units) based on dividends declared on Whirlpool common stock. These
awards convert to unrestricted common stock at the conclusion of the vesting period.
Performance stock units are granted to management employees on an annual basis and generally
vest at the end of a three year performance period, converting to unrestricted common stock at the
conclusion of the vesting period. The final award may equal 0% to 200% of the target grant, based
on Whirlpool performance results relative to pre-established goals.
We measure compensation cost for stock units based on the closing market price of Whirlpool
common stock at the grant date, with adjustments for performance stock units to reflect the final
award granted. The weighted average grant date fair values of awards granted during 2023, 2022,
and 2021 were $125.44, $158.27 and $191.64, respectively. The total fair value of stock units vested
during 2023, 2022, and 2021 was $76 million, $67 million and $43 million, respectively.
The following table summarizes stock unit activity during 2023:
Stock units in thousands, except per-share data
Non-vested, at January 1
Granted
Canceled
Vested and transferred to unrestricted
Non-vested, at December 31
Non-employee Director Equity Awards
Number of
Stock Units
Weighted- Average
Grant Date Fair
Value
1,163 $
433
(165)
(379)
1,052 $
161.51
125.44
165.76
144.99
150.19
In 2023, each non-employee director received an annual grant of unrestricted Whirlpool common
stock, with the number of shares issued to the director determined by dividing $150,000 by the
closing price of Whirlpool common stock on the date of the annual meeting of our stockholders.
(13) INCOME TAXES
Income tax expense was $77 million, $265 million, and $518 million in 2023, 2022 and 2021,
respectively. The decrease in tax expense in 2023 compared to 2022 includes legal entity
restructuring tax benefits, related to simplifying our legal entity structure to reduce administrative
costs associated with the prior structure. The completion of the restructuring created a tax-
deductible loss which was recognized in the fourth quarter of 2023, and resulted in a $172 million
net tax benefit, partially offset by increases in valuation allowances.
The decrease in tax expense in 2022 compared to 2021 is primarily due to lower earnings, partially
offset by the impact of non-deductible charges, including loss on sale and disposal as well as
goodwill impairment, and increases in valuation allowances.
105
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The following table summarizes the difference between an income tax benefit and tax expense at
the United States statutory rate of 21% in 2023, 2022, and 2021, respectively, and the income tax
expense at effective worldwide tax rates for the respective periods:
Millions of dollars
Earnings (loss) before income taxes
United States
Foreign
Earnings (loss) before income taxes
2023
2022
2021
$
$
9 $
(158) $ 1,287
584
(1,069) 1,045
593 $ (1,227) $ 2,332
Income tax (benefit) expense computed at United States statutory
rate
$
125 $
(258) $
490
U.S. government tax incentives
Foreign government tax incentives
Foreign tax rate differential
U.S. foreign tax credits
Valuation allowances
State and local taxes, net of federal tax benefit
Foreign withholding taxes
U.S. tax on foreign dividends and subpart F income
Settlements and changes in unrecognized tax benefits
Changes in enacted tax rates
Nondeductible loss on sale and disposal of businesses
Nondeductible fines and penalties
Nondeductible goodwill impairments
Legal Entity Debt Restructuring
Divestiture tax impact
Legal entity restructuring tax impact
Other items, net
Income tax computed at effective worldwide tax rates
$
Current and Deferred Tax Provision
(20)
(30)
41
(43)
78
(43)
13
36
43
1
5
18
—
—
—
(172)
25
77 $
(19)
(23)
(3)
11
222
(21)
52
22
3
(2)
421
—
59
(159)
—
—
(40)
265 $
(19)
(23)
66
(29)
1
57
19
9
100
(14)
—
—
—
—
(35)
(98)
(6)
518
The following table summarizes our income tax (benefit) provision for 2023, 2022 and 2021:
2023
2022
2021
Millions of dollars
United States
Foreign
State and local
Total income tax expense
United States Tax on Foreign Dividends
Deferred
Current
$
(27) $
197
(3)
$ 167 $
$
Current
Current
Deferred
(40) $
180
Deferred
65 $ 132 $ 251
(212) $
(126)
184
85
155
(33)
(3)
80
(16)
(90) $ 131 $ 134 $ 396 $ 122
$ 518
77
$ 265
(9)
We have historically reinvested all unremitted earnings of the majority of our foreign subsidiaries
and affiliates, and therefore have not recognized any U.S. deferred tax liability on those earnings.
The Company had cash and cash equivalents of approximately $1.6 billion at December 31, 2023, of
which approximately $1.1 billion was held by subsidiaries in foreign countries. Our intent is to
permanently reinvest substantially all of these funds outside of the United States and our current
plans do not demonstrate a need to repatriate the cash to fund our U.S. operations. However, if
these funds were repatriated, they would likely not be subject to United States federal income tax
106
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
under the previously taxed income or the dividend exemption rules. We would likely be required to
accrue and pay United States state and local taxes and withholding taxes payable to various
countries. It is not practicable to estimate the tax impact of the reversal of the outside basis
difference, or the repatriation of cash due to the complexity of its hypothetical calculation.
Valuation Allowances
At December 31, 2023, we had net operating loss carryforwards of $5.4 billion, $1.2 billion of which
were U.S. state net operating loss carryforwards, compared to $5.8 billion and $578 million at
December 31, 2022, respectively. The increase in U.S. state net operating loss carryforwards was
primarily driven by the legal entity restructuring actions in 2023. Of the total net operating loss
carryforwards at December 31, 2023, $3.3 billion do not expire, with substantially all of the
remaining carryforwards expiring in various years through 2043. At December 31, 2023, we had
$365 million of United States general business credit carryforwards available to offset future
payments of federal income taxes, expiring between 2031 and 2043.
We routinely review the future realization of deferred tax assets based on projected future reversal
of taxable temporary differences, available tax planning strategies and projected future taxable
income. We have recorded a valuation allowance to reflect the net estimated amount of certain
deferred tax assets associated with net operating loss and other deferred tax assets we believe will
be realized. Our recorded valuation allowance of $490 million at December 31, 2023 consists of $393
million of net operating loss carryforward deferred tax assets and $97 million of other deferred tax
assets. Our recorded valuation allowance was $412 million at December 31, 2022 and consisted of
$334 million of net operating loss carryforward deferred tax assets and $78 million of other deferred
tax assets. The increase in our valuation allowance was primarily driven by the European major
domestic appliance business transaction and includes $78 million recognized in net earnings.
Net operating loss carryforwards of $2.1 billion relates to the European major domestic appliance
business as of December 31, 2023. Net deferred tax assets of $512 million, including $106 million of
valuation allowances, associated with the disposal group has been transferred to assets held for sale
in the fourth quarter of 2023. For additional information, see Notes 10 and 15 to the Consolidated
Financial Statements.
107
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Deferred Tax Liabilities and Assets
Deferred income taxes reflect the net tax effects of temporary differences between the carrying
amounts of assets and liabilities used for financial reporting purposes and the amounts used for
income tax purposes. The following table summarizes the significant components of our deferred
tax liabilities and assets at December 31, 2023 and 2022:
Millions of dollars
Deferred tax liabilities
Intangibles
Property, net
Right of use assets
Inventory Reserves
Other
Total deferred tax liabilities
Deferred tax assets
U.S. general business credit carryforwards, including Energy Tax
Credits
Corporate Alternative Minimum Tax credits
Lease liabilities
Pensions
Loss carryforwards
Postretirement obligations
Foreign tax credit carryforwards
Research and development capitalization
Employee payroll and benefits
Accrued expenses
Product warranty accrual
Receivable and inventory allowances
Other
Total deferred tax assets
Valuation allowances for deferred tax assets
Deferred tax assets, net of valuation allowances
Reclassification of net deferred tax assets to held for sale
Net deferred tax assets
2023
2022
$
$
$
429 $
224
190
(3)
238
1,078 $
365 $
28
200
64
1,388
29
94
315
48
52
49
67
676
3,375
(490)
2,885
(515)
1,292 $
$
329
185
220
20
168
922
421
—
231
40
1,300
30
9
194
46
52
48
61
552
2,984
(412)
2,572
(602)
1,048
108
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was enacted into law. Among
other changes to the Internal Revenue Code of 1986, as amended (the “Code”), the IRA imposes a
15% corporate alternative minimum tax on certain corporations (the “CAMT”). To the extent a
corporation is subject to the CAMT in a prior taxable year and in a later taxable year is subject to the
regular corporate tax, such corporation may apply the prior amounts paid under the CAMT against
its regular tax liability to the extent such credits do not reduce the regular tax liability below the
CAMT applicable in such taxable year. We have recognized a $28 million CAMT liability and related
deferred tax asset carryforward as of December 31, 2023.
Unrecognized Tax Benefits
The following table represents a reconciliation of the beginning and ending amount of unrecognized
tax benefits that if recognized would impact the effective tax rate, excluding federal benefits of state
and local tax positions, and interest and penalties:
Millions of dollars
Balance, January 1
Additions for tax positions of the current year
Additions for tax positions of prior years
Reductions for tax positions of prior years
Settlements during the period (1)
Lapses of applicable statute of limitation
Balance, December 31
$
$
2023
2022
2021
589 $
13
22
(56)
(188)
—
380 $
580 $
24
32
(45)
(1)
(1)
589 $
427
17
179
(34)
(7)
(2)
580
(1) During the fourth quarter of 2023, the Company resolved a number of disputed tax positions with the U.S. and other tax authorities. The Company had
previously recorded reserves for the risk associated with these tax positions, and the settlement of these matters resulted in a reduction in the Company's
unrecognized tax benefits, which is shown in the table above.
Interest and penalties associated with unrecognized tax benefits resulted in a net benefit of $12
million, net expense of $24 million and $14 million in December 31, 2023, 2022 and 2021,
respectively. We have accrued a total of $78 million, $90 million and $66 million at December 31,
2023, 2022 and 2021, respectively.
It is reasonably possible that certain unrecognized tax benefits of $30 million could be settled with
various related jurisdictions during the next 12 months.
We are in various stages of tax disputes (including audits, appeals and litigation) with certain
governmental tax authorities. We establish liabilities for the difference between tax return
provisions and the benefits recognized in our financial statements. Such amounts represent a
reasonable provision for taxes ultimately expected to be paid, and may need to be adjusted over
time as more information becomes known. We are no longer subject to any significant tax disputes
(including audits, appeals and litigation) for the years before 2010 relating to US Federal income
taxes and for the years before 2003 relating to any state, local or foreign income taxes.
Other Income Tax Matters
During its examination of Whirlpool’s 2009 U.S. federal income tax return, the IRS asserted that
income earned by a Luxembourg subsidiary via its Mexican branch should be recognized as income
on its 2009 U.S. federal income tax return. The Company believed the proposed assessment was
without merit and contested the matter in United States Tax Court (US Tax Court). Both Whirlpool
and the IRS moved for partial summary judgment on this issue. On May 5, 2020, the US Tax Court
granted the IRS’s motion for partial summary judgment and denied Whirlpool’s.
109
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The Company appealed the US Tax Court decision to the United States Court of Appeals for the Sixth
Circuit, and, on December 6, 2021, the three-judge panel, in a divided decision, affirmed the U.S. Tax
Court decision (the "Ruling"). The Company recorded a reserve of $98 million in the fourth quarter of
2021, which represents the expected increase in the Company’s net income tax expense, plus
interest, for 2009 through 2019, which represents all of the Company’s tax years that were affected
by the Ruling. On January 20, 2022, the Company filed a petition for rehearing with the Sixth Circuit,
which was denied on March 2, 2022. On June 30, 2022, the Company filed a petition for certiorari
with the U.S. Supreme Court, which was denied on November 21, 2022. The Company considers this
tax dispute settled and no adjustments to the reserve have been recognized.
(14) SEGMENT INFORMATION
Our reportable segments are based upon geographic region and are defined as North America,
EMEA, Latin America and Asia. These regions also represent our operating segments. Each segment
manufactures home appliances and related components, but serves strategically different
marketplaces. The chief operating decision maker, who is the Company's Chairman and Chief
Executive Officer, evaluates performance based upon each segment's earnings (loss) before interest
and taxes (EBIT), which we define as operating profit less interest and sundry (income) expense and
excluding restructuring costs, asset impairment charges and certain other items that management
believes are not indicative of the region's ongoing performance, if any.
Total assets by segment are those assets directly associated with the respective operating activities.
The "Other/Eliminations" column primarily includes corporate expenses, assets and eliminations, as
well as restructuring costs, asset impairment charges and certain other items that management
believes are not indicative of the region's ongoing performance, if any. Intersegment sales are
eliminated within each region.
Sales to Lowe's, a North American retailer, represented approximately 13%, 14%, and 13% of our
consolidated net sales in 2023, 2022 and 2021, respectively. Lowe's represented approximately 38%
and 37% of our consolidated accounts receivable as of December 31, 2023 and 2022, respectively.
The United States individually comprised at least 10% of consolidated net sales in 2023, 2022 and
2021 in the amounts of $10.5 billion, $10.5 billion and $11.5 billion, respectively.
The following table summarizes the countries that represent at least 10% of consolidated long-lived
assets for the years ended December 31, 2023 and 2022. Long-lived assets includes property, plant
and equipment and right-of-use assets at December 31, 2023 and 2022.
Millions of dollars
2023
Long-lived assets
Millions of dollars
2022
United States
Mexico
All Other
Countries
Total
$1,829
$429
$698
$2,956
United States
Mexico
All Other
Countries
Total
Long-lived assets
$1,742
$389
$662
$2,793
110
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Millions of dollars
Net sales
Intersegment sales
North
America
EMEA
Latin
America
Asia
Other/
Eliminations
Total
Whirlpool
OPERATING SEGMENTS
2023 $ 11,428 $ 3,601 $ 3,408 $ 1,018 $
2022 11,474
2021 12,491
3,127
3,167
1,100
1,239
4,023
5,088
— $ 19,455
19,724
—
21,985
—
2023 $
2022
2021
210 $
261
312
81 $ 1,530 $
1,494
85
1,277
102
43 $
42
252
(1,864) $
(1,882)
(1,943)
—
—
—
Depreciation and amortization
EBIT
Total assets
Capital expenditures
2023 $
2022
2021
212 $
198
175
4 $
134
168
66 $
65
63
2023 $ 1,104 $
2022 1,319
2021 2,220
56 $
(58)
100
204 $
200
265
21 $
20
26
27 $
54
66
2023 $ 11,061 $
2022 10,913
2021 7,980
916 $ 4,861 $ 1,531 $
5,240
10,210
4,343
4,716
1,516
1,565
58 $
58
62
361
475
494
(2,571)
(475) $
916
(1,056)
(152) 2,499
(1,057) $ 17,312
(4,888) 17,124
(4,186) 20,285
2023 $
2022
2021
227 $
238
169
107 $
132
152
134 $
121
133
9 $
27
30
72 $
52
41
549
570
525
111
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Assets of $3.3 billion and $3.4 billion associated with our European major domestic appliance
business has been classified as assets held for sale and recorded at fair value less costs to sell at
December 31, 2023 and December 31, 2022, respectively. Temporary fluctuations in regional assets
have occurred due to intercompany activity required by the expected contribution of the European
major domestic appliance business. These changes are eliminated at the total entity level.
Assets of $3.0 billion were acquired in connection with the InSinkErator acquisition which increased
the total assets of North America operating segment during the fourth quarter of 2022.
For additional information, see Notes 10 and 15 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)
Legacy EMEA legal matters
Corporate expenses and other
Total other/eliminations
Twelve Months Ended December 31,
2023
2022
2021
$
$
(16) $
—
(106)
—
—
(94)
(259)
(475) $
(21) $
—
(1,869)
(396)
—
—
(285)
(2,571) $
(38)
42
107
—
9
—
(272)
(152)
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
Subsequent Events
Twelve Months Ended December 31,
2023
1,015 $
71
(28)
916 $
351
77
488 $
7
481 $
2022
(1,056) $
(19)
(19)
(1,056) $
190
265
(1,511) $
8
(1,519) $
2021
2,348
(159)
(8)
2,499
175
518
1,806
23
1,783
$
$
$
$
Effective January 1, 2024, we reorganized our operating segment structure to better represent the
revised structure within our portfolio transformation, including a greater focus on our strong value-
creating small domestic appliance business. The Company implemented this change to align with
the Company's new operating structure, consistent with how the Company’s Chief Operating
Decision Maker evaluates performance and allocates resources in accordance with ASC 280, Segment
Reporting. Going forward the Company will conduct its business through five operating segments,
which consist of MDA North America; MDA Europe, MDA Latin America; MDA Asia; and SDA Global.
As of and for the year ended December 31, 2023, this reorganization has not yet been reflected
within our financial statements.
The MDA Europe business will be deconsolidated upon the completion of the European contribution
agreement transaction with Arcelik, and it does not qualify for reporting as discontinued operations.
For additional information see Note 15 to the Consolidated Financial Statements.
112
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(15) 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. The sale includes the Company's major domestic
appliance business in EMEA, including nine production sites.
On June 22, 2023, Whirlpool entered into a share purchase agreement with Arcelik for the sale of our
Middle East and North Africa ("MENA") business. The sale was previously agreed upon in principle
and announced on January 17, 2023, as part of the outcome of Whirlpool’s strategic review of the
EMEA business. The financial impact of the MENA transaction has been included in the loss on sale
and disposal of businesses related to the European major domestic appliance business transaction
as discussed further below.
Our European major domestic appliance business, including the MENA business, is reported within
our EMEA reportable segment and met the criteria for held for sale accounting during the fourth
quarter of 2022. The operations of the European disposal group did not meet the criteria to be
presented as discontinued operations.
The Europe transaction is subject to certain closing conditions, including regulatory approvals from
the European Commission, Germany, Austria and China, which have been received, and the UK
which remains. On February 8, 2024, the U.K. Competition and Markets Authority (“CMA”)
provisionally cleared the Transaction. The CMA is expected to issue its final decision by March 26,
2024. We are working diligently with all parties to close the transactions as soon as possible, and
expect the transactions to be completed by April 2024.
Upon closing, the transaction will result in the deconsolidation of the European major appliances
business. In connection with the sale, we recorded a loss on disposal of $1.5 billion in the fourth
quarter of 2022. The loss included a write-down of the net assets of $1.2 billion of the disposal group
to a fair value of $139 million and also includes $393 million of cumulative currency translation
adjustments, $98 million release of other comprehensive loss on pension and $18 million of other
transaction related costs. No goodwill is included in the disposal group.
We recorded a loss of $106 million related to the planned divestiture of our European major
domestic appliance business for the twelve months ended December 31, 2023, inclusive of a gain of
$180 million in the fourth quarter of 2023. These adjustments are primarily due to fair value
fluctuations driven by seasonality of net working capital, partially offset by transaction costs. In the
fourth quarter of 2022, we incurred a loss of $1.5 billion resulting in an aggregate loss on disposal of
$1.6 billion for the transaction. This adjustment is recorded in the loss on sale and disposal of
businesses and reflects transaction costs and ongoing reassessment of the fair value less costs to
sell of the disposal group which will continue to be evaluated each reporting period until completion
of the transaction.
Both Whirlpool and the post-closing controlling interest shareholder will retain an option for Arcelik
to purchase the remaining equity interest in a newly formed European appliance company for fair
value, which could be material to the financial statements of the Company, depending on the
performance of the business.
The following table presents the carrying amounts of the major classes of the disposal group's
assets and liabilities as of December 31, 2023 and 2022, respectively.
113
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
December 31,
2023
2022
$
97 $
578
589
94
1,358
952
162
286
574
13
1,987
3,345 $
1,266 $
218
171
120
4
97
1,876
—
168
132
87
387
2,263 $
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
1,082 $
1,151
144 $
139
587 $
490
Millions of dollars
Carrying amounts of major classes of assets
Current Assets
Cash and cash equivalents
Accounts receivable, net of allowance of $28 and $32, respectively
Inventories
Prepaid and other current assets
Total current assets
Property, net of accumulated depreciation of $1,442 and $1,648,
respectively
Right of use assets
Other intangibles, net of accumulated amortization of $149 and $141,
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
income on pension
114
$
$
$
$
$
$
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The following table summarizes European major appliances business' earnings (loss) available to
Whirlpool before income taxes for the twelve months ended December 31, 2023, 2022 and 2021,
respectively:
in millions
Earnings (loss) before income taxes
Twelve Months Ended December 31,
2023
$28
2022
$(106)
2021
$(46)
Earnings (loss) before income taxes excludes intercompany other income and expense which
eliminates at Total Whirlpool level. Additionally, the EMEA operating segment includes other
businesses which are not classified as held for sale.
InSinkErator Acquisition
On August 7, 2022, the Company entered into an Asset and Stock Purchase Agreement (the
“Purchase Agreement”) with Emerson Electric Co. (“Emerson”) to purchase Emerson’s InSinkErator
business, a manufacturer of food waste disposers and instant hot water dispensers for home and
commercial use, for a purchase price of $3 billion in cash, subject to customary adjustments.
On October 31, 2022, we completed the acquisition of the InSinkErator business pursuant to the
terms of the Purchase Agreement. We used the net proceeds from a $2.5 billion borrowing under
our delayed draw term loan facility and $500 million of cash on hand to fund the acquisition. See
Note 6 to the Consolidated Financial Statements for additional information about the term loan
facility.
Purchase Price Allocation
The acquisition has been accounted for as a business combination under the acquisition method of
accounting. This requires allocation of the purchase price to the estimated fair values of the
identifiable assets acquired and liabilities assumed, including goodwill and other intangible assets.
The Company has finalized third-party valuations for the purchase price allocation and the
measurement period for any further purchase accounting adjustment has elapsed.
The following table presents the final allocation of purchase price related to the InSinkErator
acquisition, as of December 31, 2023. Purchase accounting adjustments recorded in 2023 were not
material.
(in millions)
Cash and cash equivalents
Receivables, net
Inventories
Other current assets
Property, plant and equipment, net
Goodwill
Other intangible assets
Other assets
Accounts payable
Accrued expenses
Other current liabilities
Deferred income taxes
Other long-term liabilities
Amount
$
7
74
93
1
173
1,153
1,630
10
49
26
34
1
10
Total Purchase Consideration
$
3,021
115
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The estimated useful lives of the intangible assets acquired are based on our historical experience
and expectations as to the duration of time we expect to realize benefits from those assets. The
estimated fair value of the identifiable intangible assets acquired, their useful life and the related
valuation methodology are as follows:
Millions of dollars
Preliminary fair value of intangible assets acquired:
Preliminary Fair
Value
Estimated
Useful Life
Valuation
Methodology
Trademarks
$
1,300
Indefinite
Customer relationships
Intangible assets acquired
330
16 years
$
1,630
Relief-from-
royalty
Multi-period
excess earnings /
with and without
method
For additional information see Note 10 to the Consolidated Financial Statements.
The majority of the intangible asset valuation relates to the InSinkErator brand, which is an indefinite
lived intangible. The Company’s assessment as to trademarks having an indefinite life was based on
a number of factors, including the competitive environment, market share, brand reputation for
quality and performance and product life cycles. The customer relationship intangibles of
InSinkErator were mainly allocated to its traditional trade distributors, which have an estimated
useful life of up to 16 years based on low historical and projected customer attrition rates among its
retailers. The finite-lived intangible assets will be amortized using a straight-line method.
Goodwill of $1.1 billion which is not deductible for tax purposes, arose from this transaction and is
allocated to the North America reportable segment, and consists of expected future economic
benefits arising from expected future product sales, value creation opportunities, operating
efficiencies and other synergies that might result from the acquisition. The allocation has been made
on the basis that the anticipated synergies identified will primarily benefit this reportable segment.
During the year ended December 31, 2022, we incurred transaction and other costs in connection
with the acquisition of approximately $44 million which are included in Selling, general and
administrative expense in our Consolidated Statements of Income (Loss).
Pro Forma Financial Information
The following table provides pro forma results of Whirlpool's operations for the years ended
December 31, 2022 and 2021, as if InSinkErator had been acquired as of January 1, 2021. The pro
forma results are not necessarily indicative of the results that would have occurred if the acquisition
had occurred on the dates indicated or that may result in the future.
Millions of dollars
Net Sales
Net earnings available to Whirlpool
Year ended December 31,
2022
2021
$
$
20,246 $
(1,493) $
22,565
1,716
These pro forma amounts have been calculated applying the company’s accounting policies and
making certain adjustments, which primarily include: (i) depreciation adjustments relating to fair
value step-ups to property, plant and equipment; (ii) amortization adjustments relating to fair value
estimates of acquired intangible assets; (iii) incremental interest expense associated with the
$2.5 billion term loan borrowing to fund the acquisition and amortization of related debt issuance
costs; and (iv) transaction and debt financing related costs of approximately $44 million recorded in
selling, general and administrative expense. Pro forma results do not include any anticipated cost
savings or other effects of the integration of the acquisition.
116
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
Latin America planned sale of Brastemp water filtration subscription business
On January 16, 2024, the Company entered into a share purchase agreement with a third-party
buyer to sell the Company's Brastemp-branded water filtration subscription business in the Latin
America region. The completion of the transaction is contingent upon regulatory approvals and
other customary closing conditions, and is anticipated to occur in 2024.
The disposal group met the criteria of held for sale at December 31, 2023. The carrying amounts of
the disposal group's assets and liabilities as of December 31, 2023, and 2022, respectively, are
immaterial. The disposal group's earnings (loss) available to Whirlpool before income taxes for the
twelve months ended December 31, 2023, 2022, and 2021, respectively, are also immaterial.
Russia Sale Transaction
On June 27, 2022, Whirlpool EMEA SpA, a subsidiary of the Company, entered into a share purchase
agreement to sell the Company’s Russia business to Arçelik A.Ş. (“Arcelik”), subject to customary
conditions at closing. The sale included the entirety of the Company’s operations in Russia, including
the Company’s manufacturing facility in Lipetsk, Russia, and the sales organization in Moscow,
Russia, as well as sales operations in Kazakhstan and other select CIS countries.
On August 31, 2022, we completed the sale to Arcelik. The consideration includes contingent
consideration based on future business and other conditions of the Russian operations. We will
recognize the benefit of the contingent consideration when received due to the uncertainty in the
Russian marketplace. Additionally, the contingent consideration is subject to a cap based on the
agreed net asset value of the Russia business of €261 million at closing (approximately $262 million
at August 31, 2022).
In connection with the sale, we recorded a loss on disposal of $346 million in the second quarter of
2022. The loss includes a charge of $333 million for the write-down of the net assets of the disposal
group to fair value and $13 million of cumulative currency translation adjustments. On the closing
date of August 31, 2022, we recorded an immaterial adjustment to the final loss amount, resulting in
a total loss of $348 million for the nine months ended September 30, 2022.
Earnings before income taxes for Russia were not material for the periods presented.
For additional information see Note 10 to the Consolidated Financial Statements.
Whirlpool China Divestment
On August 25, 2020, Guangdong Galanz Household Appliances Manufacturing Co., Ltd. (“Galanz”)
announced its intention to pursue a tender offer for majority control of Whirlpool China Co. Ltd.
(“Whirlpool China”), a majority-owned subsidiary of the Company with shares listed on the Shanghai
Stock Exchange. In its announcement, Galanz noted that it expected to offer RMB 5.23 per share
(approximately $0.76 per share as of August 25, 2020) to obtain no less than 51% and no more than
61% of Whirlpool China’s outstanding shares. This share price offer was equal to the daily weighted
average trading price for Whirlpool China stock over the 30 trading days prior to the announcement.
In the first quarter of 2021, our Board of Directors approved the sale of Whirlpool China, which was
reported within our Asia reportable segment and met the criteria for held for sale accounting during
the first quarter of 2021. The operations of Whirlpool China did not meet the criteria to be presented
as discontinued operations.
On May 6, 2021, the tender offer was completed and the share transfer was executed for a
consideration of RMB 1.25 billion (approximately $193 million on the date of completion).
Subsequent to the share transfer, the Company holds an equity interest of 20% in Whirlpool China.
In connection with the sale, we recorded a gain, net of transaction and other costs, of $284 million
during the second quarter of 2021. The gain on sale is equal to the difference between the total
transaction amount and carrying value of Whirlpool China, which includes $74 million of cumulative
foreign currency translation adjustments and $80 million of goodwill allocated to the disposal group.
117
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
The total transaction amount includes $193 million of consideration received from the sale of
Whirlpool China shares, $214 million for the fair value of the interest retained and the $783 million
carrying value of the equity interest in Whirlpool China. The fair value of the interest retained was
based on the ownership amount and the stock price of Whirlpool China as of the closing date of the
transaction and we account for the remaining minority interest under the equity method of
accounting as of June 30, 2021.
Earnings before income taxes prior to the share transfer of Whirlpool China were not material to the
Company for the periods presented.
Turkey Subsidiary Divestment
On May 17, 2021, we entered into a share transfer agreement with Arcelik to sell our Turkish
subsidiary for a cash purchase price of €78 million (approximately $93 million as of June, 30 2021),
subject to customary adjustments at closing.
On June 30, 2021, we completed the sale of the Turkish subsidiary. In connection with the sale, we
recorded a loss on disposal of $164 million as of June 30, 2021. The loss includes a charge of
$40 million for the write-down of the assets of the disposal group to fair value and allocated
goodwill, and $124 million of cumulative foreign currency translation adjustments included in the
carrying amount of the disposal group. During the third quarter of 2021, amounts for working
capital and other customary post-closing adjustments were finalized and an additional $13 million
loss related to the sale of business was recorded.
The Turkish subsidiary, whose primary asset was a manufacturing plant, was reported within our
EMEA reportable segment. The operations of Turkey did not meet the criteria to be presented as
discontinued operations. Earnings before income taxes for Turkey were not material for the periods
presented.
See Note 10 to the Consolidated Financial Statements for additional information.
118
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure controls and procedures. Whirlpool maintains disclosure controls and procedures (as
defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the "Securities
Exchange Act")) that are designed to provide reasonable assurance that information required to be
disclosed in our filings under the Securities Exchange Act is recorded, processed, summarized, and
reported within the periods specified in the rules and forms of the SEC and that such information is
accumulated and communicated to Whirlpool's management, including its Chief Executive Officer
and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Prior to filing this report, we completed an evaluation under the supervision and with the
participation of Whirlpool management, including the Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure controls and procedures
as of December 31, 2023. Based on this evaluation, the Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures were effective at the reasonable
assurance level as of December 31, 2023.
Management's annual report on internal control over financial reporting. Pursuant to
Section 404 of the Sarbanes-Oxley Act of 2002 and the rules and regulations adopted pursuant
thereto, we included a report of management's assessment of the effectiveness of our internal
control over financial reporting as part of this report. Management's report is included on page 132
of this report under the caption entitled "Management's Report on Internal Control Over Financial
Reporting" and is incorporated herein by reference.
Our internal control over financial reporting as of December 31, 2023 has been audited by Ernst &
Young LLP, an independent registered public accounting firm, as stated in their report, which is
included on page 133 of this report under the caption entitled "Report of Independent Registered
Public Accounting Firm" and is incorporated herein by reference.
Changes in internal control over financial reporting. There were no changes in our internal
control over financial reporting during the year ended December 31, 2023 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS
Not Applicable.
119
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information regarding our executive officers is included in ITEM 1 of PART I of this report under
"Information About Our Executive Officers."
Information regarding the background of the directors, matters related to the Audit Committee, and
the process by which our shareholders may recommend nominees to our Board of Directors can be
found under the captions "Directors and Nominees for Election as Directors," "Board of Directors
and Corporate Governance - Board of Directors and Committees," "Board of Directors and
Corporate Governance - Committee Member Independence and Expertise," "Audit Committee
Report" and "Board of Directors and Corporate Governance - Director Nominations by Stockholders"
in the proxy statement, which will be filed pursuant to SEC Regulation 14A not later than 120 days
after the end of the Company's fiscal year ended December 31, 2023 ("Proxy Statement").
We have adopted a code of ethics that applies to all of our employees, officers and directors,
including our principal executive officer, principal financial officer and principal accounting officer.
The text of our code of ethics, titled "Our Integrity Manual", is posted on our website at
whirlpoolcorp.com/ethics. Whirlpool intends to disclose future amendments to, or waivers from,
certain provisions of the code of ethics for executive officers and directors on this website within
four business days following the date of such amendment or waiver. Stockholders may request a
free copy of Our Integrity Manual from:
Investor Relations
Whirlpool Corporation
2000 North M-63
Mail Drop 2609
Benton Harbor, MI 49022-2692
Email: investor_relations@whirlpool.com
Whirlpool has also adopted Corporate Governance Guidelines and written charters for its Audit,
Finance, Human Resources and Corporate Governance and Nominating Committees, all of which are
posted on our website: whirlpoolcorp.com (scroll to the bottom of the main page and click on
"Policies and Guidelines"). Stockholders may request a free copy of the charters and guidelines from
the address or email address set forth above.
ITEM 11. EXECUTIVE COMPENSATION
Information regarding compensation of our executive officers and directors can be found under the
captions "Non-employee Director Compensation," "Compensation Discussion and Analysis," "2023
Executive Compensation Tables," "Pay Ratio Disclosure," "Compensation Risk Assessment," and
"Human Resources Committee Interlocks and Insider Participation" in the Proxy Statement, which is
incorporated herein by reference. See also the information under the caption "Human Resources
Committee Report" in the Proxy Statement, which is incorporated herein by reference; however,
such information is only "furnished" hereunder and not deemed "soliciting material" or "filed" with
the SEC or subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Securities
Exchange Act of 1934.
120
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.
121
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
131
133
2. Financial Statement Schedules - "Schedule II - Valuation and Qualifying Accounts" is contained
on page 138 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 123 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.
122
ANNUAL REPORT ON FORM 10-K
ITEMS 15(a)(3) and 15(b)
EXHIBIT INDEX
YEAR ENDED DECEMBER 31, 2023
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)**
2(iii)**
2(iv)**
3(i)
3(ii)
4(i)
4(ii)
4(iii)
4(iv)
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]
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]
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 (as of February 20, 2023) [Incorporated by reference
from Exhibit 3.1 to the Company's Form 8-K (Commission file number 1-3932) filed
February 21, 2023]
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]
123
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)
10(iii)(d)
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
thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as
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]
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]
124
10(iii)(e)
10(iii)(f)
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]
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 (Z) [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]
10(iii)(h)
Nonemployee Director Stock Option Form of Agreement (Z) [Incorporated by
reference from Exhibit 10.2 to the Company's Form 8-K (Commission file number
1-3932) filed on April 26, 2010]
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)(p)
10(iii)(q)
10(iii)(r)
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 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]
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]
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]
125
10(iii)(s)
10(iii)(t)
10(iii)(u)
10(iii)(v)
10(iii)(x)
10(iii)(y)
10(iii)(z)
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]
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]
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]
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]
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
January 1, 2009) (Z) [Incorporated by reference from Exhibit 10(iii)(dd) 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)(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]
126
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)
Business Confidentiality, Cooperation, Termination, Settlement and Release
Agreement dated March 24, 2023 between the Company and João Brega (Z)
[Incorporated by reference from Exhibit 10.1 to the Company's Form 8-K (Commission
file number 1-3932) filed on March 30, 2023]
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]
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]
127
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)
10(iii)(tt)
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]
Whirlpool Corporation Executive Deferred Savings Plan II (as amended and restated,
effective January 1, 2023) (Z) [Incorporated by reference from Exhibit 10(iii)(tt) to the
Company's annual report on Form 10-K (Commission file number 1-3932) for the fiscal
year ended December 31, 2022]
10(iii)(uu) Waiver and Release Agreement effective March 16, 2023 by and between the Company
and Joseph T. Liotine (Z) [Incorporated by reference from Exhibit 10.1 to the
Company's Form 8-K (Commission file number 1-3932) filed on March 22, 2023]
10(iii)(vv)
Agreement for the Binding Exercise of the Position of Member of the Board of
Directors and Non Compete dated March 24, 2023 between Whirlpool S.A. and João
Brega (Z) [Incorporated by reference from Exhibit 10.2 to the Company's Form 8-K
(Commission file number 1-3932) filed on March 30, 2023]
10(iii)(ww) Whirlpool Corporation 2023 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 20, 2023]
10(iii)(xx)
Amendment No. 1 to The Whirlpool Corporation 2023 Omnibus Stock and Incentive
Plan effective August 14, 2023 (Z) [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, 2023]
10(iii)(yy)
10(iii)(zz)
Amendment No. 2 to The Whirlpool Corporation 2018 Omnibus Stock and Incentive
Plan effective August 14, 2023 (Z) [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, 2023]
Amendment No. 1 to The Whirlpool Corporation Executive Deferred Savings Plan II
effective August 14, 2023 (Z) [Incorporated by reference from Exhibit 10.3 to the
Company's Form 10-Q (Commission file number 1-3932) for the quarter ended
September 30, 2023]
10(iii)(aaa) Amendment No. 2 to The Whirlpool Corporation Executive Performance Excellence
Plan effective August 14, 2023 (Z) [Incorporated by reference from Exhibit 10.4 to the
Company's Form 10-Q (Commission file number 1-3932) for the quarter ended
September 30, 2023]
10(iii)(bbb) Amendment No. 2 to The Whirlpool Corporation Performance Excellence Plan effective
August 14, 2023 (Z) [Incorporated by reference from Exhibit 10.5 to the Company's
Form 10-Q (Commission file number 1-3932) for the quarter ended September 30,
2023]
18.1
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]
21*
List of Subsidiaries
128
22*
23*
24*
31.1*
31.2*
32*
List of Guarantors and Subsidiary Issuers of Guaranteed Securities [Incorporated by
reference from Exhibit 22 to the Company's Annual Report on Form 10-K (Commission
file number 1-3932) for the fiscal year ended December 31, 2022]
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
Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
97*
Whirlpool Corporation Policy for Recovery of Erroneously Awarded Compensation
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 supplementary copies of such omitted schedules (or similar
attachments) to the Securities and Exchange Commission upon request.
129
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
James W. Peters
Executive Vice President and Chief Financial Officer
February 14, 2024
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
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
RUDY WILSON*
Rudy Wilson
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
James W. Peters
Attorney-in-Fact
February 14, 2024
130
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.
(3) the
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
Company's financial statements, (2) the Company's compliance with
legal and regulatory
requirements,
independent registered public accounting firm's qualifications and
independence, and (4) the performance of the Company's internal audit function and independent
registered public accounting firm. In performing these functions, 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.
/s/ JAMES W. PETERS
James W. Peters
Executive Vice President and Chief Financial Officer
February 14, 2024
131
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, 2023. 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, 2023.
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 137.
/s/ MARC R. BITZER
Marc R. Bitzer
Chairman of the Board, President and Chief
Executive Officer
February 14, 2024
/s/ JAMES W. PETERS
James W. Peters
Executive Vice President and Chief Financial
Officer
February 14, 2024
132
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, 2023 and 2022, 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, 2023, 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 statements present fairly,
in all material respects, the
consolidated financial position of the Company at December 31, 2023 and 2022, and the
consolidated results of its operations and its cash flows for each of the three years in the period
ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
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, 2023, 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 14, 2024 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.
133
Valuation of Maytag and InSinkErator Indefinite Lived Intangible Assets
Description of
the Matter
At December 31, 2023, the balance of the Maytag and InSinkErator indefinite
lived intangible assets was $1 billion and $1.3 billion, respectively. As discussed
in Note 1, Note 5, and Note 10 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 InSinkErator 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 InSinkErator indefinite lived intangibles.
To test the estimated fair value of the Maytag and InSinkErator indefinite lived
intangible assets, we performed audit procedures that included, among others,
in the model and testing the significant
assessing methodologies used
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.
involved valuation specialists to assist
in evaluating the significant
We
assumptions and methodologies. We performed sensitivity analyses of
significant assumptions to evaluate the changes in the fair value of the
indefinite lived intangible asset that would result from changes in the
assumptions. In addition, we tested the mathematical accuracy of the model.
134
Description of
the Matter
Valuation of Unrecognized Income Tax Benefits
As of December 31, 2023, the Company has Unrecognized Income Tax Benefits
of $380 million as described in Note 13 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
domestic and international tax laws, is subjective, and requires significant
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.
135
Revenue Recognition - Completeness and Valuation of Customer Sales Incentives
(Promotions Liabilities)
Description of
the Matter
As of December 31, 2023, the Company’s accrued promotional liability was $603
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 revenue and corresponding
promotional liability. In addition, assessing the completeness of the accrual
required significant auditor judgment.
the reduction
to estimate
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.
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 2023 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 14, 2024
136
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, 2023,
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, 2023, based on the COSO criteria.
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, 2023 and
2022, 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, 2023, and the related
notes and financial statement schedule listed in the index at Item 15(a) and our report dated February 14,
2024 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 14, 2024
137
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
WHIRLPOOL CORPORATION AND SUBSIDIARIES
Years Ended December 31, 2023, 2022 and 2021
(Millions of dollars)
Description
Allowance for doubtful accounts
Year Ended December 31, 2023:
Year Ended December 31, 2022:
Year Ended December 31, 2021:
Deferred tax valuation allowance (2)
Balance at
Beginning
of Period
Charged to
Cost and
and Expenses
Deductions(1)
Balance at
End
of Period
$
49 $
97
132
1 $
7
6
(3) $
(55)
(41)
47
49
97
Year Ended December 31, 2023:
Year Ended December 31, 2022:
Year Ended December 31, 2021:
490
412
195
(1) With respect to allowance for doubtful accounts, the amounts represent accounts charged off, net of translation
412 $
195
214
— $
(5)
1
222
(20)
78 $
$
adjustments and transfers. Recoveries were nominal for 2023, 2022 and 2021.
(2)
For additional information about our deferred tax valuation allowances, refer to Note 13 to the Consolidated Financial
Statements.
138
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STOCKHOLDER
& 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 2023 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:
Korey 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
Amana, Bauknecht, Brastemp, Consul, Hotpoint*, Indesit,
InSinkErator, JennAir, KitchenAid, KitchenAid Go, Maytag,
SlimTech, Whirlpool 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 organizations.
Whirlpool Corporation 2023 Annual Report Whirlpool Corporation
Please visit our online Annual Report at WhirlpoolCorp.com/2023Annual