UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 ________________________________________________________
FORM 10-Q
  ________________________________________________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 20222023
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-3932
whirlpoolcorplogoa26.jpg
WHIRLPOOL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware38-1490038
(State of Incorporation)(I.R.S. Employer Identification No.)
2000 North M-63
Benton Harbor,Michigan49022-2692
(Address of principal executive offices)(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 classTrading symbol(s)Name of each exchange on which registered
Common stock, par value $1.00 per shareWHRChicago Stock ExchangeandNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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. Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes     No       
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.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes     No 
Number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
Class of common stock Shares outstanding at April 22, 202221, 2023
Common stock, par value $1.00 per share 56,202,36254,757,938



WHIRLPOOL CORPORATION
QUARTERLY REPORT ON FORM 10-Q
Three months ended March 31, 20222023
TABLE OF CONTENTS
  PAGE
PART I
Item 1.
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.



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 expectations, productivity, raw material prices and related costs, supply chain, transaction-related closing and synergies expectations, asset impairment, litigation, ESG efforts, and the impact of COVID-19 and the Russia/Ukraine conflict 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) the ongoing Russian invasion of Ukraine and related conflict and sanctions; (2) COVID-19 pandemic-related business disruptions and economic uncertainty; (3) intense competition in the home appliance industry reflecting the impact of both new and established global competitors, including Asian and European manufacturers, and the impact of the changing retail environment, including direct-to-consumer sales; (4)(2) Whirlpool's ability to maintain or increase sales to significant trade customers and the ability of these trade customers to maintain or increase market share; (5)customers; (3) Whirlpool's ability to maintain its reputation and brand image; (6)(4) the ability of Whirlpool to achieve its business objectives and leverage its global operating platform, and accelerate the rate of innovation; (7)(5) Whirlpool’s ability to understand consumer preferences and successfully develop new products; (8)(6) Whirlpool's ability to obtain and protect intellectual property rights; (9)(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-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, including changes in foreign regulations; (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) the ability of suppliers of critical parts, components and manufacturing equipment to deliver sufficient quantities to Whirlpool in a timely and cost-effective manner; (16) our ability to attract, develop and retain executives and other qualified employees; (17)(16) the impact of labor relations; (18)(17) fluctuations in the cost of key materials (including steel, resins, copper and aluminum)base metals) and components and the ability of Whirlpool to offset cost increases; (19)(18) Whirlpool's ability to manage foreign currency fluctuations; (20)(19) impacts from goodwill impairment and related charges; (21)(20) triggering events or circumstances impacting the carrying value of our long-lived assets; (22)(21) inventory and other asset risk; (23)(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; (24)(23) litigation, tax, and legal compliance risk and costs, especially if materially different from the amount we expect to incur or have accrued for, and any disruptions caused by the same; (25)(24) the effects and costs of governmental investigations or related actions by third parties; (26)(25) changes in the legal and regulatory environment including environmental, health and safety regulations, data privacy, and taxes and tariffs; (27)(26) Whirlpool's ability to respond to the impact of climate change and climate change regulation; and (28)(27) the uncertain global economy and changes in economic conditions which affect demand for our products.
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.

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Additional information concerning these and other factors can be found in the "Risk Factors" section of our Annual Report on Form 10-K, as updated in Part II, Item 1A of our Quarterly Reports on Form 10-Q.    
Unless otherwise indicated, the terms "Whirlpool," "the Company," "we," "us," and "our" refer to Whirlpool Corporation and its consolidated subsidiaries.
Website Disclosure
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 webpage 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 webpage is not incorporated by reference into, and is not a part of, this document.

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PART I. FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS
TABLE OF CONTENTS
PAGE
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
PAGEPAGE
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1.1.1.
2.2.2.
3.3.3.
4.4.4.
5.5.5.
6.6.6.
7.7.7.
8.8.8.
9.9.9.
10.10.10.
11.11.11.
12.12.12.
13.13.13.
14.14.14.


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WHIRLPOOL CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
FOR THE PERIODS ENDED MARCH 31
(Millions of dollars, except per share data)
Three Months EndedThree Months Ended
2022202120232022
Net salesNet sales$4,920 $5,358 Net sales$4,649 $4,920 
ExpensesExpensesExpenses
Cost of products soldCost of products sold4,069 4,210 Cost of products sold3,886 4,069 
Gross marginGross margin851 1,148 Gross margin763 851 
Selling, general and administrativeSelling, general and administrative376 493 Selling, general and administrative487 376 
Intangible amortizationIntangible amortization9 17 Intangible amortization11 
Restructuring costsRestructuring costs5 20 Restructuring costs 
Operating profit461 618 
(Gain) loss on sale and disposal of businesses(Gain) loss on sale and disposal of businesses222 — 
Operating profit (loss)Operating profit (loss)43 461 
Other (income) expenseOther (income) expenseOther (income) expense
Interest and sundry (income) expenseInterest and sundry (income) expense(7)(26)Interest and sundry (income) expense77 (7)
Interest expenseInterest expense41 45 Interest expense75 41 
Earnings before income taxes427 599 
Earnings (loss) before income taxesEarnings (loss) before income taxes(109)427 
Income tax expense (benefit)Income tax expense (benefit)106 159 Income tax expense (benefit)68 106 
Equity method investment income (loss), net of taxEquity method investment income (loss), net of tax(5)— Equity method investment income (loss), net of tax1 (5)
Net earnings316 440 
Net earnings (loss)Net earnings (loss)(176)316 
Less: Net earnings (loss) available to noncontrolling interestsLess: Net earnings (loss) available to noncontrolling interests3 Less: Net earnings (loss) available to noncontrolling interests3 
Net earnings available to Whirlpool$313 $433 
Net earnings (loss) available to WhirlpoolNet earnings (loss) available to Whirlpool$(179)$313 
Per share of common stockPer share of common stockPer share of common stock
Basic net earnings available to WhirlpoolBasic net earnings available to Whirlpool$5.37 $6.87 Basic net earnings available to Whirlpool$(3.27)$5.37 
Diluted net earnings available to WhirlpoolDiluted net earnings available to Whirlpool$5.33 $6.81 Diluted net earnings available to Whirlpool$(3.27)$5.33 
Dividends declaredDividends declared$1.75 $1.25 Dividends declared$1.75 $1.75 
Weighted-average shares outstanding (in millions)Weighted-average shares outstanding (in millions)Weighted-average shares outstanding (in millions)
BasicBasic58.363.0Basic54.858.3
DilutedDiluted58.763.6Diluted54.858.7
Comprehensive income$374 $564 
Comprehensive income (loss)Comprehensive income (loss)$(177)$374 
The accompanying notes are an integral part of these Consolidated Condensed Financial Statements.

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WHIRLPOOL CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(Millions of dollars, except share data)
(Unaudited)(Unaudited)
March 31, 2022December 31, 2021March 31, 2023December 31, 2022
AssetsAssetsAssets
Current assetsCurrent assetsCurrent assets
Cash and cash equivalentsCash and cash equivalents$2,114 $3,044 Cash and cash equivalents$1,359 $1,958 
Accounts receivable, net of allowance of $100 and $98, respectively2,860 3,100 
Accounts receivable, net of allowance of $49 and $49, respectivelyAccounts receivable, net of allowance of $49 and $49, respectively1,612 1,555 
InventoriesInventories3,136 2,717 Inventories2,351 2,089 
Prepaid and other current assetsPrepaid and other current assets858 834 Prepaid and other current assets630 653 
Assets held for saleAssets held for sale143 139 
Total current assetsTotal current assets8,968 9,695 Total current assets6,095 6,394 
Property, net of accumulated depreciation of $6,696 and $6,619, respectively2,764 2,805 
Property, net of accumulated depreciation of $5,064 and $4,808, respectivelyProperty, net of accumulated depreciation of $5,064 and $4,808, respectively2,104 2,102 
Right of use assetsRight of use assets947 946 Right of use assets697 691 
GoodwillGoodwill2,476 2,485 Goodwill3,328 3,314 
Other intangibles, net of accumulated amortization of $524 and $522, respectively1,962 1,981 
Other intangibles, net of accumulated amortization of $410 and $400, respectivelyOther intangibles, net of accumulated amortization of $410 and $400, respectively3,154 3,164 
Deferred income taxesDeferred income taxes1,897 1,920 Deferred income taxes1,096 1,063 
Other noncurrent assetsOther noncurrent assets473 453 Other noncurrent assets390 396 
Total assetsTotal assets$19,487 $20,285 Total assets$16,864 $17,124 
Liabilities and stockholders' equityLiabilities and stockholders' equityLiabilities and stockholders' equity
Current liabilitiesCurrent liabilitiesCurrent liabilities
Accounts payableAccounts payable$5,262 $5,413 Accounts payable$3,467 $3,376 
Accrued expensesAccrued expenses685 609 Accrued expenses542 481 
Accrued advertising and promotionsAccrued advertising and promotions582 854 Accrued advertising and promotions421 623 
Employee compensationEmployee compensation343 576 Employee compensation151 159 
Notes payableNotes payable10 10 Notes payable9 
Current maturities of long-term debtCurrent maturities of long-term debt548 298 Current maturities of long-term debt300 248 
Other current liabilitiesOther current liabilities855 750 Other current liabilities631 550 
Liabilities held for saleLiabilities held for sale461 490 
Total current liabilitiesTotal current liabilities8,285 8,510 Total current liabilities5,982 5,931 
Noncurrent liabilitiesNoncurrent liabilitiesNoncurrent liabilities
Long-term debtLong-term debt4,631 4,929 Long-term debt7,382 7,363 
Pension benefitsPension benefits364 378 Pension benefits156 184 
Postretirement benefitsPostretirement benefits141 142 Postretirement benefits93 96 
Lease liabilitiesLease liabilities798 794 Lease liabilities594 584 
Other noncurrent liabilitiesOther noncurrent liabilities523 519 Other noncurrent liabilities423 460 
Total noncurrent liabilitiesTotal noncurrent liabilities6,457 6,762 Total noncurrent liabilities8,648 8,687 
Stockholders' equityStockholders' equityStockholders' equity
Common stock, $1 par value, 250 million shares authorized, 114 million and 114 million shares issued, respectively, and 57 million and 59 million shares outstanding, respectively114 114 
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, respectivelyCommon stock, $1 par value, 250 million shares authorized, 114 million and 114 million shares issued, respectively, and 55 million and 54 million shares outstanding, respectively114 114 
Additional paid-in capitalAdditional paid-in capital3,028 3,025 Additional paid-in capital3,064 3,061 
Retained earningsRetained earnings10,380 10,170 Retained earnings7,985 8,261 
Accumulated other comprehensive lossAccumulated other comprehensive loss(2,299)(2,357)Accumulated other comprehensive loss(2,091)(2,090)
Treasury stock, 57 million and 55 million shares, respectively(6,648)(6,106)
Treasury stock, 60 million and 60 million shares, respectivelyTreasury stock, 60 million and 60 million shares, respectively(7,011)(7,010)
Total Whirlpool stockholders' equityTotal Whirlpool stockholders' equity4,575 4,846 Total Whirlpool stockholders' equity2,061 2,336 
Noncontrolling interestsNoncontrolling interests170 167 Noncontrolling interests173 170 
Total stockholders' equityTotal stockholders' equity4,745 5,013 Total stockholders' equity2,234 2,506 
Total liabilities and stockholders' equityTotal liabilities and stockholders' equity$19,487 $20,285 Total liabilities and stockholders' equity$16,864 $17,124 

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

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WHIRLPOOL CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE PERIODS ENDED MARCH 31
(Millions of dollars)
Three Months EndedThree Months Ended
2022202120232022
Operating activitiesOperating activitiesOperating activities
Net earnings$316 $440 
Net earnings (loss)Net earnings (loss)$(176)$316 
Adjustments to reconcile net earnings to cash provided by (used in) operating activities:Adjustments to reconcile net earnings to cash provided by (used in) operating activities:Adjustments to reconcile net earnings to cash provided by (used in) operating activities:
Depreciation and amortizationDepreciation and amortization112 141 Depreciation and amortization89 112 
(Gain) loss on sale and disposal of businesses(Gain) loss on sale and disposal of businesses222 — 
Changes in assets and liabilities:Changes in assets and liabilities:Changes in assets and liabilities:
Accounts receivableAccounts receivable248 (58)Accounts receivable(155)248 
InventoriesInventories(384)(332)Inventories(284)(384)
Accounts payableAccounts payable(217)185 Accounts payable(24)(217)
Accrued advertising and promotionsAccrued advertising and promotions(272)(192)Accrued advertising and promotions(229)(272)
Accrued expenses and current liabilitiesAccrued expenses and current liabilities186 172 Accrued expenses and current liabilities99 186 
Taxes deferred and payable, netTaxes deferred and payable, net79 110 Taxes deferred and payable, net43 79 
Accrued pension and postretirement benefitsAccrued pension and postretirement benefits(28)(28)Accrued pension and postretirement benefits(14)(28)
Employee compensationEmployee compensation(234)(181)Employee compensation3 (234)
OtherOther(134)(75)Other(51)(134)
Cash provided by (used in) operating activitiesCash provided by (used in) operating activities(328)182 Cash provided by (used in) operating activities(477)(328)
Investing activitiesInvesting activitiesInvesting activities
Capital expendituresCapital expenditures(87)(73)Capital expenditures(96)(87)
Proceeds from sale of assets and businessesProceeds from sale of assets and businesses75 13 Proceeds from sale of assets and businesses 75 
Acquisition of businesses, net of cash acquiredAcquisition of businesses, net of cash acquired(14)— 
Cash provided by (used in) investing activitiesCash provided by (used in) investing activities(12)(60)Cash provided by (used in) investing activities(110)(12)
Financing activitiesFinancing activitiesFinancing activities
Net proceeds from borrowings of long-term debtNet proceeds from borrowings of long-term debt303 — 
Net proceeds (repayments) of long-term debtNet proceeds (repayments) of long-term debt(250)— 
Net proceeds (repayments) from short-term borrowingsNet proceeds (repayments) from short-term borrowings9 — 
Dividends paidDividends paid(103)(79)Dividends paid(97)(103)
Repurchase of common stockRepurchase of common stock(533)(150)Repurchase of common stock (533)
Common stock issuedCommon stock issued2 31 Common stock issued1 
OtherOther3 (36)Other(4)
Cash provided by (used in) financing activitiesCash provided by (used in) financing activities(631)(234)Cash provided by (used in) financing activities(38)(631)
Effect of exchange rate changes on cash, cash equivalents and restricted cashEffect of exchange rate changes on cash, cash equivalents and restricted cash41 (58)Effect of exchange rate changes on cash, cash equivalents and restricted cash27 41 
Less: decrease in cash classified as held for saleLess: decrease in cash classified as held for sale(1)— 
Increase (decrease) in cash, cash equivalents and restricted cashIncrease (decrease) in cash, cash equivalents and restricted cash(930)(170)Increase (decrease) in cash, cash equivalents and restricted cash(599)(930)
Cash, cash equivalents and restricted cash at beginning of yearCash, cash equivalents and restricted cash at beginning of year3,044 2,934 Cash, cash equivalents and restricted cash at beginning of year1,958 3,044 
Cash, cash equivalents and restricted cash at end of periodCash, cash equivalents and restricted cash at end of period$2,114 $2,764 Cash, cash equivalents and restricted cash at end of period$1,359 $2,114 

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

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NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(1)    BASIS OF PRESENTATION
General Information
The accompanying unaudited Consolidated Condensed Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information, and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information or footnotes required by U.S. GAAP for complete financial statements. As a result, this Form 10-Q should be read in conjunction with the Consolidated Financial Statements and accompanying Notes in our Form 10-K for the year ended December 31, 2021.2022.
Management believes that the accompanying Consolidated Condensed Financial Statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation of the interim periods.
We are required to make estimates and assumptions that affect the amounts reported in the Consolidated Condensed Financial Statements and accompanying Notes. Actual results could differ materially from those estimates.
Certain prior year amounts in the Consolidated Condensed Financial Statements have been reclassified to conform with current year presentation.
We have eliminated all material intercompany transactions in our Consolidated Condensed Financial Statements. 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.
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 experiencedcontinued 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 temporarily suspended operationscontinue to closely monitor the ongoing conflict which could materially impact our financial results in Ukraine after the invasion.future. We have recently resumed some of our sales and distribution operations in Ukraine. We currently have limited production in Russia, primarily to provide essential goods.
We currently employ approximately 45 individuals in Ukraine, and 2,500 individuals in Russia, primarily in our Lipetsk, Russia manufacturing facility. Ukrainehowever, the revenues and net assets are not material to our EMEA operating segment and consolidated results.
On June 27, 2022, our subsidiary Whirlpool EMEA SpA entered into a share purchase agreement with Arçelik A.Ş. (“Arcelik”) to sell our Russian business to Arcelik for contingent consideration. The net sales attributed to our operations in Russia are approximately 6%sale of the net sales of the EMEA operating segment for the three months ended MarchRussian business was completed on August 31, 2022 and 7% for the three months ended March 31, 2021, respectively. The net assets of Russia are approximately $209 million as of March 31, 2022 and $212 million as of December 31, 2021, respectively. We continue to closely monitor the ongoing conflict and related sanctions, which could materially impact our financial results in the future.
2022. Furthermore, COVID-19macroeconomic volatility continues to impact countries across the world, and the duration and severity of the effects are currently unknown. The pandemic has impacted the Company and could materially impact our financial results in the future.

The Consolidated Condensed Financial Statements presented herein reflect estimates and assumptions made by management at March 31, 2022.2023. 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 April 26, 2022,25, 2023, including those resulting from the impacts of COVID-19macroeconomic volatility as well as the ongoing conflict in Ukraine, will be reflected in management’s estimates for future periods.


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Goodwill and indefinite-lived intangible assetsIndefinite-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. While goodwill in the EMEA reporting unit andOur Hotpoint*JennAir and IndesitMaytag trademarks are not presently at risk, considering the ongoing conflict in Ukraine and related sanctions, we continue to monitor events or circumstances that would more likely than not reduce the fair values of a reporting unit or intangible assets below their carrying amounts.
The Maytag trademark continues to be at risk at March 31, 2022. 2023. The goodwill in our reporting units or other indefinite-lived intangible assets are not presently at risk for future impairment.

The potential impact of demand disruptions, production impacts or supply constraints along with a number of other factors could negatively effect revenues for the MaytagJennAir trademark,and Maytag trademarks, but we remain committed to the strategic actions necessary to realize the long-term forecasted revenues and profitability and recover from the supply constraints.of these trademarks. A lack of recovery or further deterioration in market conditions, a sustained trend of

8


weaker than expected financial performance infor our JennAir orMaytag trademark,trademarks, among other factors, as a result of the COVID-19 pandemic, other macroeconomic factors or other unforeseen events could result in an impairment charge in future periods which could have a material adverse effect on our financial statements.

As a result of our analysis, and in consideration of the totality of events and circumstances, there were no triggering events of impairment identified during the first quarter of 2022. The goodwill in any of our other reporting units or indefinite-lived intangible assets are not presently at risk for future impairment.2023.
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 macro-economic conditions could cause fluctuations in forecasted earnings before income taxes. As such, the Company's effective tax rate could be subject to volatility as forecasted earnings before income taxes are impacted by events which cannot be predicted. In addition, potential future economic deterioration brought on by the pandemic, ongoing conflict in Ukraine, and related sanctions or other factors, such as potential sales of businesses and changes in tax rates may negatively impact the realizability and/or valuation of certain deferred tax assets.  
Other Accounting Matters
Synthetic lease arrangementsLease 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 March 31, 20222023 and December 31, 2021,2022, these arrangements include residual value guarantees of up to approximately $263$334 million and $264$334 million, respectively, 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 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 Condensed Balance Sheets. Rental payments are calculated at the applicable reference rate plus a margin. The impact to the Consolidated Condensed Balance Sheets and Consolidated Condensed Statements of Comprehensive Income (Loss) is nominal.
Sale-leaseback transactionTransaction
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 2two sequential 5-year renewal options.
*. Whirlpool ownership of the Hotpoint brand in the EMEA and Asia Pacific regions is not affiliated with the Hotpoint brand sold in the Americas.

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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 Condensed Statements of Comprehensive Income (Loss). 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 Condensed Balance Sheets.
Supply Chain Financing Arrangements
The Company has ongoing agreements globally with various third-parties to allowprovide 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. Under these agreements, the average payment terms range from 120 to 180 days and are based on industry standards and best practices within each of our global regions. Whirlpool has no assets pledged as part of our global programs.

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We have no economic interest in the sale of these receivables and no direct financial relationship with the financial institutions concerning these services. For certain arrangements, the Company will guarantee receivables due from wholly-owned subsidiaries. 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 Condensed Balance Sheets. As of March 31, 2022 and December 31, 2021, approximately $1.4Approximately $1.2 billion have been issued to participating financial institutions.institutions as of March 31, 2023 and $1.1 billion as of December 31, 2022, respectively, of which $408 million and $368 million, respectively, of the balance issued is related to our European major domestic appliance business which was classified as held for sale in the fourth quarter of 2022.
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.
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 made purchases from Whirlpool China of $102 million for the three months ended March 31, 2022. The outstanding amount due tofollowing tables summarize balances and transactions with Whirlpool China and its subsidiaries is $100 million as of March 31, 2022 and $137 million as of December 31, 2021, respectively.during the periods presented.
The carrying value of the equity interest in Whirlpool China is $201 million as of March 31, 2022 and $206 million as of December 31, 2021, respectively, and is included in Other noncurrent assets in the Consolidated Condensed Balance Sheet.
Millions of dollarsMarch 31, 2023December 31, 2022
Other noncurrent assetsCarrying value of equity interest$203 $201 
Accounts payableOutstanding amounts due$76 $75 
Millions of dollarsThree Months Ended March 31,
20232022
Purchases from Whirlpool China$59 $102 
The licensing revenue and outstanding accounts receivable from Whirlpool China and its subsidiaries are not material for the periods presented.
The market value of our 20% investment in Whirlpool China, based on the quoted market price, is $179 million as of March 31, 2023. Management has concluded that there are no indicators for an other-than-temporary impairment.
Related Party Transactions
After September 2021, theThe Company has a controlling equity ownership of 87% in Elica PB India which is consolidated in Whirlpool Corporation's financial statements and is reported within our Asia reportable segment. Goodwill of $100 million, which is not deductible for tax purposes, arose from this transaction and is allocated to the Asia reportable segment.
Elica PB India is a VIE for which the Company is the primary beneficiary. The carrying amount of customer relationships, which are included in Other intangible assets, net of accumulated amortization, amounts to $35$30 million as of March 31, 20222023 and $36$31 million as of December 31, 2021,2022, respectively.
Other assets or liabilities of Elica PB India are not material to the Consolidated Condensed Financial Statements of the Company for the periods presented.
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.




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Adoption of New Accounting Standards
We adopted the following standard for the year ending December 31, 2022 which is not expected to have a material impact on our annual Consolidated Financial Statements:as of January 1, 2023:
StandardEffective Date
2021-102022-04Government Assistance (Topic 832) - Disclosures by Business Entities about
Government Assistance
Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations
January 1, 20222023
All other newly issued and effective accounting standards during 2022 were not relevant or material to the Company.
Accounting Pronouncements Issued But Not Yet Effective
In March 2020, the FASB issued Update 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting". The amendments in Update 2020-04 are elective and apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. The new guidance provides the following optional expedients: simplify accounting analyses under current U.S. GAAP for contract modifications, simplify the assessment of hedge effectiveness, allow hedging relationships affected by reference rate reform to continue and allow a one-time election to sell or transfer debt securities classified as held to maturity that reference a rate affected by reference rate reform.
In January 2021, the FASB issued Update 2021-01, "Reference Rate Reform (Topic 848): Scope". The update provides additional optional guidance on the transition from LIBOR to include derivative instruments that use an interest rate for margining, discounting or contract price alignment. The standard will ease, if warranted, the requirements for accounting for the future effects of the rate reform. An entity may elect to apply the amendments prospectively through December 31, 2022. The standard is not expected to have a material impact on our Consolidated Financial Statements.
All other issued and not yet effective accounting standards are not relevant or material to the Company.

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(2)    REVENUE RECOGNITION
Disaggregation of Revenue
The following table presents our disaggregated revenues by revenue source. We sell products within all product categories in each operating segment. For additional information on the disaggregated revenues by geographic regions, see Note 1412 to the Consolidated Condensed Financial Statements.
Three Months Ended March 31,Three Months Ended March 31,
Millions of dollarsMillions of dollars20222021Millions of dollars20232022
Major product categories:Major product categories:Major product categories:
LaundryLaundry$1,333 $1,569 Laundry$1,295 $1,333 
RefrigerationRefrigeration1,528 1,627 Refrigeration1,372 1,528 
CookingCooking1,281 1,247 Cooking1,092 1,281 
DishwashingDishwashing450 515 Dishwashing432 450 
Total major product category net salesTotal major product category net sales$4,592 $4,958 Total major product category net sales$4,191 $4,592 
Spare parts and warrantiesSpare parts and warranties234 266 Spare parts and warranties236 234 
OtherOther94 134 Other222 94 
Total net salesTotal net sales$4,920 $5,358 Total net sales$4,649 $4,920 
The impact to revenue related to prior period performance obligations is less than 1% of global consolidated revenues for the three months ended March 31, 2022.2023.





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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 expected credit losses and bad debt by operating segment for the three months ended March 31, 2022:2023:
Millions of dollarsMillions of dollarsDecember 31, 2021Charged to EarningsWrite-offsForeign CurrencyMarch 31, 2022Millions of dollarsDecember 31, 2022Charged to EarningsWrite-offsForeign Currency
Other (1)
March 31, 2023
Accounts receivable allowanceAccounts receivable allowanceAccounts receivable allowance
North AmericaNorth America$$ (2) $5 North America$$(1)$(1)$ $ $4 
EMEAEMEA45 $7 $ $(2)$50 EMEA  1 (1)2 
Latin AmericaLatin America43  (2)1 $42 Latin America38 1 (1)2  40 
AsiaAsia$ 0$ $3 Asia    3 
ConsolidatedConsolidated$98 $7 $(4)$(1)$100 Consolidated$49 $ $(2)$3 $(1)$49 
Financing receivable allowanceFinancing receivable allowanceFinancing receivable allowance
Latin AmericaLatin America$25 $ $ $5 $30 Latin America$27 $ $ $1 $ $28 
$25 $— $— $$30 
ConsolidatedConsolidated$123 $7 $(4)$4 $130 Consolidated$76 $ $(2)$4 $(1)$77 
(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 13 to the Consolidated Condensed Financial Statements.
We recorded an immaterial amount of bad debt expense for the periods ended March 31, 20222023 and December 31, 2021,2022, respectively.
(3)    CASH, CASH EQUIVALENTS AND RESTRICTED CASH
The following table provides a reconciliation of cash, cash equivalents and restricted cash as reported within our Consolidated Condensed Statements of Cash Flows:
March 31,
Millions of dollars20222021
Cash and cash equivalents as presented in our Consolidated Condensed Balance Sheets$2,114 $2,447 
Cash included in assets held for sale (1)
 317 
Cash, cash equivalents and restricted cash as presented in our Consolidated Condensed Statements of Cash Flows$2,114 $2,764 
December 31,
Millions of dollars20212020
Cash and cash equivalents as presented in our Consolidated Balance Sheets$3,044 $2,924 
Restricted cash included in prepaid and other current assets— 10 
Cash, cash equivalents and restricted cash as presented in our Consolidated Statements of Cash Flows$3,044 $2,934 
(1)    Cash included in assets held for sale represents cash held in Whirlpool China in the first quarter of 2021.

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(4)(3)    INVENTORIES
The following table summarizes our inventories at March 31, 20222023 and December 31, 2021:2022:
Millions of dollarsMillions of dollarsMarch 31, 2022December 31, 2021Millions of dollarsMarch 31, 2023December 31, 2022
Finished productsFinished products$2,358 $1,958 Finished products$1,820 $1,580 
Raw materials and work in processRaw materials and work in process778 759 Raw materials and work in process531 509 
Total InventoriesTotal Inventories$3,136 $2,717 Total Inventories$2,351 $2,089 
(5)(4)    PROPERTY, PLANT AND EQUIPMENT
The following table summarizes our property, plant and equipment at March 31, 20222023 and December 31, 2021:2022:
Millions of dollarsMillions of dollarsMarch 31, 2022December 31, 2021Millions of dollarsMarch 31, 2023December 31, 2022
LandLand$73 $84 Land$32 $32 
BuildingsBuildings1,240 1,249 Buildings876 862 
Machinery and equipmentMachinery and equipment8,147 8,091 Machinery and equipment6,260 6,016 
Accumulated depreciationAccumulated depreciation(6,696)(6,619)Accumulated depreciation(5,064)(4,808)
Property, plant and equipment, netProperty, plant and equipment, net$2,764 $2,805 Property, plant and equipment, net$2,104 $2,102 
During the three months ended March 31, 2022,2023, we disposed of land, buildings, machinery and equipment with a net book value of $17$1 million, compared to $6$17 million in the same period of 2021.2022. The net gain on the disposals is $57 million for the three months ended March 31, 2022 primarily driven by a sale-leaseback transaction. The net gainloss on the disposals was not material for the three months ended March 31, 2023. The net gain on the disposals of $57 million for the same period of 2021.2022 was primarily driven by a sale-leaseback transaction.
For additional information see Note 1 to the Consolidated Condensed Financial Statements.
(6)(5)    FINANCING ARRANGEMENTS
Debt Offering

On April 29, 2021, Whirlpool Corporation (the “Company”),February 22, 2023, the Company completed its inaugural Sustainability Bond offering of $300 million inaggregate principal amount of 2.400%5.5% Senior Notes due 20312033 (the “2031“2033 Notes”), in a public offering pursuant to a registration statement on Form S-3 (File No. 333-255372). The 20312033 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 20312033 Notes was made pursuant to the terms of an Underwriting Agreement, dated April 26, 2021February 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 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 “Underwriting Agreement”“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., BofACitigroup Global Markets Inc., Goldman Sachs & Co. LLC, Mizuho Securities Inc., J.P. Morgan SecuritiesUSA LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters in connection with the offering and sales of the 20312032 Notes. The 20312032 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

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from the sale of the 20312032 Notes to redeem $300 million aggregate principal amount of 4.850% senior notes4.7% Notes which waswere paid on June 15, 2021. Consistent with the Company’s Sustainability Bond Framework,1, 2022.
Term Loan Agreement
On September 23, 2022, Whirlpool Corporation (the “Company”) entered into a Term Loan Agreement by and among the Company, allocatedSumitomo 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 amount equal to the netaggregate lender commitment of $2.5 billion. The Company utilized proceeds from the saleterm loan facility on a delayed draw basis to fund a majority of the 2031 Notes to fund new and existing environmental and social Eligible Projects,$3.0 billion purchase price consideration for the Company’s acquisition from Emerson Corporation (“Emerson”) of Emerson’s InSinkErator business, as definedset forth in the Company’s prospectus supplementAsset and Stock Purchase Agreement between Whirlpool and Emerson dated April 26, 2021.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.

13The 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.


On May 7, 2020,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 Company completed its offering of $500 million in principal amount of 4.60% Senior Notes due 2050 (the “2050 Notes”), in a public offering pursuant to a registration statement on Form S-3 (File No. 333-224381). The 2050 Notes were issued under the Indenture. The 2050 Notes contain covenants that 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 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 ofdebt at 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 2050 Notes to repay a portion of the outstanding borrowingssubsidiary level. We were in compliance with our interest coverage ratio under the Company’s revolving credit facility, as amended and restated, datedterm loan agreement as of August 6, 2019, 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.March 31, 2023.
On February 21, 2020, Whirlpool EMEA Finance S.à r.l., an indirect, wholly-owned finance subsidiary of Whirlpool Corporation, completed a bond offering consisting of €500 million (approximately $540 millionThe outstanding amount for this term loan at closing) in principal amount of 0.50% Senior Notes due in 2028 (the "2028 Notes") in a public offering pursuant to a registration statement on Form S-3 (File No. 333-224381). The 2028 Notes were issued under an indenture, dated February 21, 2020, among Whirlpool EMEA Finance S.à r.l, as issuer, the Company, as parent guarantor, and U.S. Bank National Association, as trustee. Whirlpool Corporation has fully and unconditionally guaranteed the Notes on a senior unsecured basis. The 2028 Notes contain covenants that limit Whirlpool Corporation'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 2028 Notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest.March 31, 2023 was $2.5 billion.
Credit Facilities
On August 6, 2019, Whirlpool CorporationMay 3, 2022, the Company entered into a FourthFifth Amended and Restated Long-Term Credit Agreement (the "Amended“Amended Long-Term Facility", or "revolving credit facility"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. TheBNP 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 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. On December 7, 2021, Whirlpool Corporation entered into Amendment No. 1 to the Fourth Amended and Restated Amended Long-Term Credit Agreement to address the cessation of EUR LIBOR and GBP LIBOR on December 31, 2021 by defining EURIBOR and SONIA as the replacement rates, respectively. The Amended Long-Term Facilityfacility has a maturity date of August 6, 2024,May 3, 2027, unless earlier terminated.

The interest and fee ratesrate 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 will be based on ourthe Company’s current debt rating, are as follows: (1)Term SOFR (Secured Overnight Financing Rate) + 1.00% interest rate margin per annum (with a 0.10% SOFR spread adjustment) or the spread over EurocurrencyAlternate Base Rate is 1.125%; (2)+ 0.00% per annum, at the spread over prime is 0.125%; and (3) the unused commitment fee is 0.100%. Company’s election.

The Amended Long-Term Facility contains customary covenants and warranties, including,such as, among other things, a debt to capitalization ratio of less than or equal to 0.65 as of the last day of each fiscalrolling four quarter and a rolling twelve month interest coverage ratio required to be greater than or equal to 3.0 foras of the end of each fiscal quarter. In addition,The Amended Long-Term Facility also includes limitations on the covenants limit ourCompany’s ability to (or to permit any subsidiaries to), subject to various exceptions and limitations: (i) merge with other companies; (ii) create liens on ourits property; and (iii) incur debt at the subsidiary level.
Many of the lenders have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services, or other services for Whirlpool Corporation and its subsidiaries, for which they have received, and may in the future receive, customary compensation and expense reimbursement. We arewere in compliance with both our debt to capitalization ratio and interest coverage ratio under the revolving credit facility as of March 31, 2022.2023.

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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 $224$209 million at March 31, 20222023 and $193$204 million at December 31, 2021,2022, based on exchange rates then in effect, respectively. These committed credit facilities have maturities that run through 2023.2024.
We had no borrowings outstanding under$2.5 billion drawn on the committed credit facilities at March 31, 20222023 and December 31, 2021,2022, 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.


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The following table summarizes the carrying value of notes payable at March 31, 20222023 and December 31, 2021:2022:
Millions of dollarsMillions of dollarsMarch 31, 2022December 31, 2021Millions of dollarsMarch 31, 2023December 31, 2022
Short-term borrowings due to banks10 10 
Total notes payableTotal notes payable$10 $10 Total notes payable$9 $
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 Condensed Balance Sheets. These transfers do not require continuing involvement from the Company.
Certain arrangements include servicing of transferred receivables by Whirlpool. DuringThe amount of cash proceeds received under these arrangements was $51 million for the three months ended March 31, 2022 and2023. No amounts were received under these arrangements for the three months ended March 31, 2021, no amounts were received from the sales of accounts receivable under these arrangements.2022. Outstanding accounts receivable transferred under arrangements where the Company continues to service the transferred asset were not material$51 million as of March 31, 20222023 and $80 million as of December 31, 2021,2022, respectively.
(7)(6)    COMMITMENTS AND CONTINGENCIES
Embraco Antitrust Matters
Beginning in February 2009, our former Embraco compressor business headquartered in Brazil ("Embraco") was notified of antitrust investigations of the global compressor industry by government authorities in various jurisdictions. Embraco resolved the government investigations and related claims in various jurisdictions and certain other claims remain pending.
Whirlpool agreed to retain potential liabilities related to this matter following closing of the Embraco sale transaction. We continuehave resolved all potentially material claims and do not anticipate any additional material financial impacts related to defend these actions. While it is currently not possible to reasonably estimate the aggregate amount of costs which we may incur in connection with these matters, such costs could have a material adverse effect on our consolidated financial statements in any particular reporting period.this matter.
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 believe these tax assessments are without merit and are vigorously defending our positions. We have not provided for income or social contribution taxes on these BEFIEX credits, and based on the opinions of tax and legal advisors, we have not accrued any amount related to these assessments at March 31, 2022.2023. 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 2.02.2 billion Brazilian reais (approximately $431

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(approximately $428 million at March 31, 2022)2023).
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 263275 million Brazilian reais (approximately $56$54 million at March 31, 2022)2023), reflecting interest and penalties to date. We believe these tax

15


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 unemployment/social security 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 of outstanding tax assessments received for credits recognized for PIS/COFINS inputs is approximately 311$313 million Brazilian reais (approximately $66$62 million at March 31, 2022)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.
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. We may experience additional delays in resolving these matters as a result of COVID-19-related administrative and judicial system temporary delays and closures in Brazil. 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 expected to focusfocused primarily on manufacturer interactions with retailers, is ongoing. The Company is fully cooperating with this investigation.
Although it is currently not possible to assess the impact, if any, that additional 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.
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 are also defending third-party claims related to Alno's insolvency that we believe are

15


without merit, and believe the ultimate resolution of these claims will not have a material adverse effect on our financial statements.
The aggregate amount accrued by the Company related to legacy EMEA legal matters was $62 million as of March 31, 2023.
Latin America Indirect 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 are continuing to review the matter and any potential additional impacts, if any; such matter could have a material adverse effect on our financial statements in any particular reporting period.
Grenfell Tower
On June 23, 2017, London's Metropolitan Police Service released a statement that it had identified a HotpointHotpoint–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. The2020 and the dismissal is being appealed.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

16


Whirlpool subsidiaries. GivenIn the preliminary stagefourth quarter of the proceedings,2022, we cannot speculate on their eventual outcomes or potential impact onaccrued an immaterial amount related to these claims in our financial statements; accordingly, we have not recorded any significant charges as of March 31, 2022.statements. Additional claims may be filed related to this incident.
Other Litigation
See Note 1311 for information on certain U.S. income tax litigation. In addition, we are currently defending against 2two lawsuits that have been certified for treatment as class actions in U.S. federal court, relating to 2two top-load washing machine models. In December 2019, the court in one of these lawsuits entered summary judgment in Whirlpool's favor. That ruling remains subject to appeal, and the other lawsuit is ongoing. We believe the lawsuits are without merit and are vigorously defending them. Given the preliminary stage of the proceedings, we cannot reasonably estimate a range of loss, if any, at this time. The resolution of these matters could have a material adverse effect on our financial statements in any particular reporting period.
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 its current knowledge, after taking into consideration legal counsel's evaluation of such suits and actions, and after taking into account current litigation accruals, that the outcome of these matters currently pending against Whirlpool should not have a material adverse effect, if any, on our financial statements. We may experience additional delays in resolving these and other pending litigation matters as a result of COVID-19-related temporary court closures and postponements.







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Product Warranty and Legacy Product Corrective Action Reserves
Product warranty reserves are included in other current and other noncurrent liabilities in our Consolidated Condensed Balance Sheets. The following table summarizes the changes in total product warranty liability reserves for the periods presented:
Product WarrantyProduct Warranty
Millions of dollarsMillions of dollars20222021Millions of dollars20232022
Balance at January 1(1)Balance at January 1(1)$286 $273 Balance at January 1(1)$190 $286 
Issuances/accruals during the periodIssuances/accruals during the period71 114 Issuances/accruals during the period58 71 
Settlements made during the period/otherSettlements made during the period/other(79)(86)Settlements made during the period/other(56)(79)
Balance at March 31Balance at March 31$278 $301 Balance at March 31$192 $278 
Current portionCurrent portion$187 $207 Current portion$131 $187 
Non-current portionNon-current portion91 94 Non-current portion61 91 
TotalTotal$278 $301 Total$192 $278 

(1)Product warranty reserve of $59 million of our European major domestic appliance business has been transferred to liabilities held for sale in the fourth quarter of 2022.

In the normal course of business, we engage in investigations of potential quality and safety issues. As part of our ongoing effort to deliver quality products to consumers, we are currently investigating certain potential quality and safety issues globally. As necessary, we undertake to effect repair or replacement of appliances in the event that an investigation leads to the conclusion that such action is warranted.

As part of this process, we investigated incident reports associated with a particular component in certain Indesit-designed horizontal axis washers produced in EMEA. In January 2020, we commenced a product recall in the UK and Ireland for these EMEA-produced washers, for which the recall is ongoing. In the third quarter of 2019, we accrued approximately $105 million in estimated product warranty expense related to this matter. During the fourth quarters of 2021 and 2020, the Company released accruals of approximately $9 million and $30 million, respectively, related to this campaign. These adjustments were made based on the latest available

17


data including take rate assumptions and unit population. These estimates are based on several assumptions which are inherently unpredictable and which we may need to materially revise in the future. Settlements related to this product recall are immaterial for the three months ended March 31, 2022. The total settlements since the beginning of this campaign are approximately $62 million.
For the year ended December 31, 2019, we incurred approximately $26 million of additional product warranty expense related to our previously disclosed legacy Indesit dryer corrective action campaign in the UK. No additional material product warranty expense has been incurred subsequent to 2019. We continue to voluntarily cooperate with the UK regulator with respect to the washer and dryer actions.
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 March 31, 20222023 and December 31, 2021,2022, the guaranteed amounts totaled 1.2 billion854 million Brazilian reais (approximately $246$168 million at March 31, 2022)2023) and 1.2 billion1,122 million Brazilian reais (approximately $212$215 million at December 31, 2021)2022), respectively. The fair value of these guarantees were nominal at March 31, 20222023 and December 31, 2021.2022. 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 $3.2$2.9 billion at March 31, 20222023 and $3.3$2.9 billion at December 31, 2021,2022, respectively. Our total short-term outstanding bank indebtedness under guarantees was nominal at both March 31, 20222023 and December 31, 2021.2022.
(8)(7)    PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
The following table summarizes the components of net periodic pension cost and the cost of other postretirement benefits for the periods presented:
Three Months Ended March 31,
United States
Pension Benefits
Foreign
Pension Benefits
Other Postretirement
Benefits
Millions of dollars202220212022202120222021
Service cost$$$$$— $— 
Interest cost20 19 
Expected return on plan assets$(36)$(39)$(9)$(9)$— $— 
Amortization:
Actuarial loss$15 $17 $$$— $— 
Prior service credit— — — — (12)(11)
Settlement and curtailment (gain) loss— — — — — 
Net periodic benefit cost (credit)$— $(2)$— $$(10)$(10)

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Three Months Ended March 31,
United States
Pension Benefits
Foreign
Pension Benefits
Other Postretirement
Benefits
Millions of dollars202320222023202220232022
Service cost$1 $$1 $$ $— 
Interest cost29 20 6 2 
Expected return on plan assets(36)(36)(6)(9) — 
Amortization:
Actuarial loss9 15 2  — 
Prior service credit —  — (11)(12)
Settlement and curtailment (gain) loss —   — 
Net periodic benefit cost (credit)$3 $— $3 $— $(9)$(10)
The following table summarizes the net periodic cost recognized in operating profit and interest and sundry (income) expense for the periods presented:
Three Months Ended March 31,
United States
Pension Benefits
Foreign
Pension Benefits
Other Postretirement
Benefits
Millions of dollars202220212022202120222021
Operating profit (loss)$$$$$— $— 
Interest and sundry (income) expense(1)(3)(1)— (10)(10)
Net periodic benefit cost$— $(2)$— $$(10)$(10)
Three Months Ended March 31,
United States
Pension Benefits
Foreign
Pension Benefits
Other Postretirement
Benefits
Millions of dollars202320222023202220232022
Operating profit (loss)$1 $$1 $$ $— 
Interest and sundry (income) expense2 (1)2 (1)(9)(10)
Net periodic benefit cost$3 $— $3 $— $(9)$(10)


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(9)(8)    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 presented in either other current assets / liabilities or other noncurrent assets / liabilities on the Consolidated Condensed Balance Sheets and in other within cash provided by (used in) operating activities in the Consolidated Condensed 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 and sales of material used in our manufacturing process. The objective of these

18


hedges is to reduce the variability of cash flows associated with the forecasted purchases and sales 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. TheOutstanding notional amountamounts of outstanding cross-currency interest rate swap agreements was $1,275were $618 million at March 31, 20222023 and December 31, 2021,2022, respectively.

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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, or 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. OutstandingThere were no outstanding notional amounts of interest rate swap agreements were $300 million at March 31, 20222023 and December 31, 2021, respectively.2022.
Net Investment Hedging
The following table summarizes our foreign currency denominated debt and foreign exchange forwards/options designated as net investment hedges at March 31, 2022 and December 31, 2021:
Notional (Local)Notional (USD)Current Maturity
Instrument2022202120222021
Foreign exchange forwards/optionsMXN 7,200 MXN 7,200 $362 $352 August 2022
ForWe may enter into instruments that are designated and qualify as a net investment hedge theto manage our exposure related to foreign currency denominated investments. 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 hedgedunderlying 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 Condensed Statements of Comprehensive Income. AsIncome (Loss). There were no outstanding notional amounts of net investment hedges as of March 31, 20222023 and December 31, 2021, there was no ineffectiveness on hedges designated as net investment hedges.2022.

19


The following table summarizes our outstanding derivative contracts and their effects in our Consolidated Condensed Balance Sheets at March 31, 20222023 and December 31, 2021:2022. 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.
 Fair Value of   Fair Value of 
Notional AmountHedge AssetsHedge LiabilitiesMaximum Term (Months)Notional AmountHedge AssetsHedge LiabilitiesMaximum Term (Months)
Millions of dollarsMillions of dollars20222021202220212022202120222021Millions of dollars20232022202320222023202220232022
Derivatives accounted for as hedges(1)
Derivatives accounted for as hedges(1)
Derivatives accounted for as hedges(1)
Commodity swaps/optionsCommodity swaps/options$383 $297 $67 $40 $18 $13 (CF)2121Commodity swaps/options$220 $170 $4 $$15 $17 (CF)2124
Foreign exchange forwards/optionsForeign exchange forwards/options2,994 2,872 100 91 143 64 (CF/NI)119122Foreign exchange forwards/options1,094 998 17 24 27 20 (CF/NI)1515
Cross-currency swapsCross-currency swaps1,275 1,275 28 31 3 (CF)8386Cross-currency swaps618 618 5 46 42 (CF)7174
Interest rate derivatives300 300 9 —  14 (CF)3841
Total derivatives accounted for as hedgesTotal derivatives accounted for as hedges$204 $162 $164 $98 Total derivatives accounted for as hedges$26 $36 $88 $79 
Derivatives not accounted for as hedgesDerivatives not accounted for as hedgesDerivatives not accounted for as hedges
Commodity swaps/optionsCommodity swaps/options$1 $$ $— $ $— N/A1114Commodity swaps/options$ $$ $— $ $— N/A00
Foreign exchange forwards/optionsForeign exchange forwards/options2,552 2,240 31 20 30 18 N/A912Foreign exchange forwards/options331 439  1 N/A55
Total derivatives not accounted for as hedgesTotal derivatives not accounted for as hedges31 20 30 18 Total derivatives not accounted for as hedges 1 
Total derivativesTotal derivatives$235 $182 $194 $116 Total derivatives$26 $41 $89 $85 
CurrentCurrent$215 $170 $175 $93 Current$25 $40 $40 $41 
NoncurrentNoncurrent20 12 19 23 Noncurrent1 49 44 
Total derivativesTotal derivatives$235 $182 $194 $116 Total derivatives$26 $41 $89 $85 
(1)Derivatives accounted for as hedges are considered either cash flow (CF) or net investment (NI) hedges.


20


The following tables summarize the effects of derivative instruments on our Consolidated Condensed Statements of Comprehensive Income (Loss) for the periods presented:
Three Months Ended March 31,
Gain (Loss)
Recognized in OCI
(Effective Portion )
(2)
Millions of dollars20232022
Cash flow hedges
     Commodity swaps/options$ $39 
     Foreign exchange forwards/options(20)(43)
     Cross-currency swaps(1)
     Interest rate derivatives(1)23 
Net Investment hedges
     Foreign currency (16)
(22)11 
Three Months Ended March 31,
Location of Gain (Loss) Reclassified from
OCI into Earnings
(Effective Portion)
Gain (Loss) Reclassified from
OCI into Earnings
(Effective Portion)(3)
Cash Flow Hedges - Millions of dollars20232022
Commodity swaps/optionsCost of products sold$ $18 
Foreign exchange forwards/optionsNet sales — 
Foreign exchange forwards/optionsCost of products sold(8)(5)
Foreign exchange forwards/optionsInterest and sundry (income) expense9 29 
Cross-currency swapsInterest and sundry (income) expense(7)41 
Interest rate derivativesInterest expense — 
(6)83 
Three Months Ended March 31,
Location of Gain (Loss) Recognized on Derivatives not
Accounted for as Hedges
Gain (Loss) Recognized on Derivatives not
Accounted for as Hedges
Derivatives not Accounted for as Hedges - Millions of dollars20232022
Foreign exchange forwards/optionsInterest and sundry (income) expense$13 $(16)
(2)Change in gain (loss) recognized in OCI (effective portion) for the three months ended March 31, 2023 is primarily driven by fluctuations in currency and commodity prices and interest rates compared to prior year. The tax impact of the cash flow hedges was $5 million and $19 million for the three months ended March 31, 2023 and 2022, respectively. The tax impact of the net investment hedges was $0 million and $3 million for the three months ended March 31, 2023 and 2022, respectively.
(3)Change in gain (loss) reclassified from OCI into earnings (effective portion) for the three months ended March 31, 2023 was primarily driven by fluctuations in currency and commodity prices and interest rates compared to prior year.
Three Months Ended March 31,
Gain (Loss)
Recognized in OCI
(Effective Portion)
(2)
 Millions of dollars20222021
Cash flow hedges
     Commodity swaps/options$39 $26 
     Foreign exchange(43)48 
     Cross-currency swaps8 32 
     Interest rate derivatives23 46 
Net investment hedges
     Foreign currency(16)
$11 $159 
Three Months Ended March 31,
Location of Gain (Loss) Reclassified from
OCI into Earnings
(Effective Portion)
Gain (Loss) Reclassified from
OCI into Earnings
(Effective Portion)(3)
Cash Flow Hedges - Millions of dollars20222021
Commodity swaps/optionsCost of products sold$18 $12 
Foreign exchange forwards/optionsNet sales 
Foreign exchange forwards/optionsCost of products sold(5)
Foreign exchange forwards/optionsInterest and sundry (income) expense29 44 
Cross-currency swapsInterest and sundry (income) expense41 59 
$83 $126 
Three Months Ended March 31,
Location of Gain (Loss) Recognized on Derivatives not
Accounted for as Hedges
Gain (Loss) Recognized on Derivatives not
Accounted for as Hedges
Derivatives not Accounted for as Hedges - Millions of dollars20222021
Foreign exchange forwards/optionsInterest and sundry (income) expense$(16)$79 
(2)Change in gain (loss) recognized in OCI (effective portion) for the three months ended March 31, 2022 is primarily driven by fluctuations in currency and commodity prices and interest rates compared to prior year. The tax impact of the cash flow hedges was $19 million and $(12) million for the three months ended March 31, 2022 and 2021, respectively. The tax impact of the net investment hedges was $3 million and $(2) million for the three months ended March 31, 2022 and 2021, respectively.
(3)Change in gain (loss) reclassified from OCI into earnings (effective portion) for the three months ended March 31, 2022 was primarily driven by fluctuations in currency and commodity prices and interest rates compared to prior year.

For cash flow hedges, the amount of ineffectiveness recognized in interest and sundry (income) expense was nominal for the periods ended March 31, 2022,2023, and 2021.2022. There were no hedges designated as fair value for the periods ended March 31, 2022,2023, and 2021.2022. The net amount of unrealized gain or loss on derivative instruments included in accumulated OCI related to contracts maturing and expected to be realized during the next twelve months is a loss of $5$20 million at March 31, 2022.2023.
(10)(9)    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

21


comparable assets or liabilities. As a basis for considering such assumptions, a three-tiered fair value

21


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.
The following table summarizes the valuation of our assets and liabilities measured at fair value on a recurring basis at March 31, 20222023 and December 31, 2021:2022:
Fair ValueFair Value
Millions of dollarsMillions of dollarsTotal Cost BasisLevel 1Level 2TotalMillions of dollarsTotal Cost BasisLevel 1Level 2Total
Measured at fair value on a recurring basis:Measured at fair value on a recurring basis:20222021202220212022202120222021Measured at fair value on a recurring basis:20232022202320222023202220232022
Short-term investments (1)
Short-term investments (1)
$1,339 $1,905 $1,008 $1,697 $331 $208 $1,339 $1,905 
Short-term investments (1)
$985 $1,209 $773 $934 $212 $275 $985 $1,209 
Net derivative contractsNet derivative contracts —  — 41 66 41 66 Net derivative contracts —  — (63)(44)(63)(44)
(1)Short-term investments are primarily comprised of money market funds and highly liquid, low risk investments with initial maturities less than 90 days.
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 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 $143 million. The discounted cash flow analysis utilized a discount rate of 16.5%.
During the three months ended March 31, 2023, we recorded an increase of $222 million to the loss on sale and disposal of businesses. The adjustment reflects ongoing reassessment of the fair value less costs to sell of the disposal group and transaction costs and will continue to be evaluated each reporting period until completion of the transaction.
See Note 13 to the Consolidated Condensed 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 Acquisition 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 is in the process of finalizing third-party valuations for the purchase price allocation which are subject to change.
The estimated value of property, plant and equipment included adjustments totaling $36 million to increase the net book value to the preliminary fair value estimate of $174 million. The fair value of property, plant and equipment was determined using both a cost and market approach. The model used primarily included Level 2 and 3 inputs. This estimate is based on other comparable acquisitions and historical experience, and preliminary expectations as to the duration of time we expect to realize benefits from those assets.
The estimated value of inventory 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.
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

22


inputs), either through the use of the relief-from-royalty method, the multi-period excess earnings method or the with and without method.
During the first quarter of 2023, Whirlpool finalized the total consideration paid for the InSinkErator business and processed applicable measurement period adjustments. The purchase accounting adjustments during the period were not material. The Company expects to finalize any further purchase accounting adjustments as soon as practicable, but no later than one year from the acquisition date. See Note 13 to the Consolidated Condensed Financial Statements for additional information.
Other Fair Value Measurements
The fair value of long-term debt (including current maturities) was $5.25$7.2 billion and $5.76$7.0 billion at March 31, 20222023 and December 31, 2021,2022, respectively, and was estimated using discounted cash flow analysis based on incremental borrowing rates for similar types of borrowing arrangements (Level 2 input).
(11)

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(10)    STOCKHOLDERS' EQUITY
The following table summarizes the changes in stockholders' equity for the periods presented:
  Whirlpool Stockholders' Equity 
 TotalRetained
Earnings
Accumulated Other Comprehensive Income (Loss)Treasury Stock / Additional Paid-In-CapitalCommon
Stock
Non-Controlling Interest
Balances, December 31, 2021$5,013 $10,170 $(2,357)$(3,081)$114 $167 
Comprehensive income
Net earnings316 313   3 
Other comprehensive income58  58    
Comprehensive income374 313 58   3 
Stock issued (repurchased)(539)  (539)  
Dividends declared(103)(103)    
Balances, March 31, 20224,745 10,380 (2,299)(3,620)114 170 
  Whirlpool Stockholders' Equity 
 TotalRetained
Earnings
Accumulated Other Comprehensive Income (Loss)Treasury Stock / Additional Paid-In-CapitalCommon
Stock
Non-Controlling Interest
Balances, December 31, 2022$2,506 $8,261 $(2,090)$(3,949)$114 $170 
Comprehensive income (loss)
Net earnings (loss)(176)(179)   3 
Other comprehensive income(1) (1)   
Comprehensive income (loss)(177)(179)(1)  3 
Stock issued (repurchased)2   2   
Dividends declared(97)(97)    
Balances, March 31, 20232,234 7,985 (2,091)(3,947)114 173 

  Whirlpool Stockholders' Equity 
 TotalRetained
Earnings
Accumulated Other Comprehensive Income (Loss)Treasury Stock / Additional Paid-In-CapitalCommon
Stock
Non-Controlling Interest
Balances, December 31, 2020$4,795 $8,725 $(2,811)$(2,142)$113 $910 
Comprehensive income
Net earnings440 433 — — — 
Other comprehensive income124 — 124 — — — 
Comprehensive income564 433 124 — — 
Stock issued (repurchased)(141)— — (141)— — 
Dividends declared(79)(79)— — — — 
Balances, March 31, 2021$5,139 $9,079 $(2,687)$(2,283)$113 $917 
  Whirlpool Stockholders' Equity 
 TotalRetained
Earnings
Accumulated Other Comprehensive Income (Loss)Treasury Stock / Additional Paid-In-CapitalCommon
Stock
Non-Controlling Interest
Balances, December 31, 2021$5,013 $10,170 $(2,357)$(3,081)$114 $167 
Comprehensive income (loss)
Net earnings (loss)316 313 — — — 
Other comprehensive income58 — 58 — — — 
Comprehensive income (loss)374 313 58 — — 
Stock issued (repurchased)(539)— — (539)— — 
Dividends declared(103)(103)— — — — 
Balances, March 31, 2022$4,745 $10,380 $(2,299)$(3,620)$114 $170 















2224


Other Comprehensive Income (Loss)
The following table summarizes our other comprehensive income (loss) and related tax effects for the periods presented:
Three Months Ended March 31,
20222021
Millions of dollarsPre-taxTax EffectNetPre-taxTax EffectNet
Currency translation adjustments (2)
$105 3 $108 $104 (2)$102 
Cash flow hedges(56)19 (37)26 (12)14 
Pension and other postretirement benefits plans(15)2 (13)10 (2)
Other comprehensive income (loss)34 24 58 140 (16)124 
Less: Other comprehensive income (loss) available to noncontrolling interests   — — — 
Other comprehensive income (loss) available to Whirlpool$34 $24 $58 $140 $(16)$124 
(2)Currency translation adjustments includes net investment hedges.
Three Months Ended March 31,
20232022
Millions of dollarsPre-taxTax EffectNetPre-taxTax EffectNet
Currency translation adjustments$(1) $(1)$105 $108 
Cash flow hedges(16)5 (11)(56)19 (37)
Pension and other postretirement benefits plans13 (2)11 (15)(13)
Other comprehensive income (loss)(4)3 (1)34 24 58 
Less: Other comprehensive income (loss) available to noncontrolling interests   — — — 
Other comprehensive income (loss) available to Whirlpool$(4)$3 $(1)$34 $24 $58 
Reclassifications Out of Accumulated Other Comprehensive Income (Loss)
The following table providesThere were no material net impacts of the reclassification adjustments out of accumulated other comprehensive income (loss), by component, which was included in net earnings (loss) for the three months ended March 31, 2022:
Three Months Ended March 31, 2022
Millions of dollars(Gain) Loss ReclassifiedClassification in Earnings
Pension and postretirement benefits, pre-tax$5Interest and sundry (income) expense
Total$5
2023:
Net Earningsearnings (loss) per Share
Diluted net earnings (loss) per share of common stock include the dilutive effect of stock options and other share-based compensation plans. Basic and diluted net earnings (loss) per share of common stock for the periods presented were calculated as follows:
Three Months Ended March 31,Three Months Ended March 31,
Millions of dollars and sharesMillions of dollars and shares20222021Millions of dollars and shares20232022
Numerator for basic and diluted earnings per share - Net earnings (loss) available to WhirlpoolNumerator for basic and diluted earnings per share - Net earnings (loss) available to Whirlpool$313 $433 Numerator for basic and diluted earnings per share - Net earnings (loss) available to Whirlpool$(179)$313 
Denominator for basic earnings per share - weighted-average sharesDenominator for basic earnings per share - weighted-average shares58.3 63.0 Denominator for basic earnings per share - weighted-average shares54.8 58.3 
Effect of dilutive securities - share-based compensationEffect of dilutive securities - share-based compensation0.4 0.6 Effect of dilutive securities - share-based compensation 0.4 
Denominator for diluted earnings per share - adjusted weighted-average sharesDenominator for diluted earnings per share - adjusted weighted-average shares58.7 63.6 Denominator for diluted earnings per share - adjusted weighted-average shares54.8 58.7 
Anti-dilutive stock options/awards excluded from earnings per shareAnti-dilutive stock options/awards excluded from earnings per share0.3 0.3 Anti-dilutive stock options/awards excluded from earnings per share0.9 0.3 
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 three months ended March 31, 2022,2023, we repurchased approximately 2.7 milliondid not repurchase any shares under these share repurchase programs at an aggregate price of approximately $533 million.programs. At March 31, 2022,2023, there were approximately $2.9$2.6 billion in remaining funds authorized under this program.
Share repurchases are made from time to time on the open market as conditions warrant. The programs do not obligate us to repurchase any of our shares and have no expiration date.

23


(12)    RESTRUCTURING CHARGES
We periodically take action to improve operating efficiencies, typically in connection with business acquisitions or changes in the economic environment. Our footprint and headcount reductions and organizational integration actions relate to discrete, unique restructuring events, primarily reflected in the following plans.
In 2020, the Company committed to workforce reduction plans in the United States and globally, as part of the Company's continued cost reduction efforts. The workforce reduction plans included a voluntary retirement program, and other voluntary and involuntary severance actions. These actions are substantially complete. The Company has incurred $204 million in employee termination costs related to these actions through March 31, 2022. Cash settlement of $183 million has been paid to date with the remaining cash settlement of $26 million expected to be paid over the duration of 2022 and 2023.
In addition, we ceased production in our Naples, Italy manufacturing plant and exited the facility in 2020. The collective dismissal procedure was completed in 2021. In connection with this action, we have incurred approximately $143 million total costs comprising $43 million in asset impairment costs, $25 million in other associated costs and $75 million in employee-related costs through March 31, 2022. Cash settlement of $96 million has been paid to date with the remaining nominal cash settlement to be paid in 2022.
The following table summarizes the changes to our restructuring liability during the three months ended March 31, 2022:
Millions of dollarsDecember 31, 2021Charges to EarningsCash PaidNon-Cash and OtherMarch 31, 2022
Employee termination costs$53 3 $(12)$ $44 
Asset impairment costs   8 
Facility exit costs— 2  (2) 
Other exit costs(4)   (4)
Total$57 $5 $(12)$(2)$48 
The following table summarizes the restructuring charges by operating segment for the periods presented:
Three Months Ended March 31,
Millions of dollars20222021
North America$ $— 
EMEA5 17 
Latin America — 
Asia 
Corporate / Other 
Total$5 $20 
(13)(11)    INCOME TAXES
Income tax expense was $106$68 million for the three months ended March 31, 2022,2023, compared to income tax expense of $159$106 million in the same period of 2021.2022. For the three months ended March 31, 2022,2023, the decrease in income tax expense from the prior period is primarily due to overall lower level of earnings.






earnings and related tax expense, audits and settlements, and impacts of non-deductible charges, including loss on sale and disposal and non-deductible fines and penalties.

2425


The following table summarizes the difference between income tax expense (benefit) at the U.S. statutory rate of 21% and the income tax expense (benefit) at effective worldwide tax rates for the respective periods:
Three Months Ended March 31,Three Months Ended March 31,
Millions of dollarsMillions of dollars20222021Millions of dollars20232022
Earnings before income taxes$427 $599 
Earnings (Loss) before income taxesEarnings (Loss) before income taxes$(109)$427 
Income tax expense computed at United States statutory tax rate90 126 
Income tax expense (benefit) computed at United States statutory tax rateIncome tax expense (benefit) computed at United States statutory tax rate(23)90 
State and local taxes, net of federal tax benefitState and local taxes, net of federal tax benefit1 
Valuation allowancesValuation allowances7 Valuation allowances4 
Audit and SettlementsAudit and Settlements20 — 
U.S. foreign income items, net of creditsU.S. foreign income items, net of credits(8)U.S. foreign income items, net of credits2 (8)
Non deductible impairmentsNon deductible impairments50 — 
Non deductible fines and penaltiesNon deductible fines and penalties10 — 
OtherOther17 23 Other4 
Income tax expense (benefit) computed at effective worldwide tax ratesIncome tax expense (benefit) computed at effective worldwide tax rates$106 $159 Income tax expense (benefit) computed at effective worldwide tax rates68 106 
(1) Prior year amounts on the table above have been reclassified to conform with current year presentation.
At the end of each interim period, we estimate the effective tax rate expected to be applicable for the full fiscal year and the impact of discrete items, if any, and adjust the quarterly rate as necessary.
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.
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 is evaluating its legal options going forward.considers this tax dispute settled and no adjustments to the reserve have been recognized.
(14)(12)    SEGMENT INFORMATION
Our reportable segments are based upon geographical 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 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. 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.

2526


The tables below summarize performance by operating segment for the periods presented:
Three Months Ended March 31,
 OPERATING SEGMENTS
North
America
EMEALatin
America
AsiaOther / EliminationsTotal
Whirlpool
Net sales
2022$2,791 $1,084 $760 $285 $ $4,920 
20213,044 1,171 732 411 — 5,358 
Intersegment sales
2022$72 $24 $360 $11 $(467)$ 
202179 24 310 111 (524)— 
Depreciation and amortization
2022$43 $35 $16 $5 $13 $112 
202146 46 15 13 21 141 
EBIT
2022$454 $(27)$54 $14 $(32)$463 
2021607 21 62 21 (67)644 
Total assets
March 31, 2022$8,071 $9,807 $4,851 $1,579 $(4,821)$19,487 
December 31, 20217,980 10,210 4,716 1,565 (4,186)20,285 
Capital expenditures
2022$30 $12 $23 $6 $16 $87 
202131 17 15 73 
Three Months Ended March 31,
 OPERATING SEGMENTS
North
America
EMEALatin
America
AsiaOther / EliminationsTotal
Whirlpool
Net sales
2023$2,747 $889 $757 $256 $ $4,649 
20222,791 1,084 760 285 — 4,920 
Intersegment sales
2023$58 $23 $377 $11 $(469)$ 
202272 24 360 11 (467)— 
Depreciation and amortization
2023$52 $ $17 $5 $15 $89 
202243 35 16 13 112 
EBIT
2023$274 $5 $39 $8 $(359)$(33)
2022454 (27)54 14 (32)463 
Total assets
March 31, 2023$11,052 $4,990 $4,498 $1,600 $(5,276)$16,864 
December 31, 202210,913 5,240 4,343 1,516 (4,888)17,124 
Capital expenditures
2023$47 $19 $15 $3 $12 $96 
202230 12 23 16 87 

The following table summarizes the reconciling items in the Other/Eliminations column for total EBIT for the periods presented:
Three Months Ended March 31,
in millions20222021
Items not allocated to segments:
Restructuring costs$(5)$(20)
Corporate expenses and other(27)(47)
Total other/eliminations$(32)$(67)

Three Months Ended March 31,
in millions20232022
Items not allocated to segments:
Restructuring charges$ $(5)
Legacy EMEA legal matters(62)— 
Gain (loss) on sale and disposal of businesses(222)— 
Corporate expenses and other(75)(27)
Total other/eliminations$(359)$(32)







2627


A reconciliation of our segment information for total EBIT to the corresponding amounts in the Consolidated Condensed Statements of Comprehensive Income (Loss) is shown in the table below for the periods presented:
Three Months Ended March 31,Three Months Ended March 31,
in millionsin millions20222021in millions20232022
Operating profitOperating profit$461 $618 Operating profit$43 $461 
Interest and sundry (income) expenseInterest and sundry (income) expense(7)(26)Interest and sundry (income) expense77 (7)
Equity method investment income (loss), net of taxEquity method investment income (loss), net of tax(5)— Equity method investment income (loss), net of tax1 (5)
Total EBITTotal EBIT$463 $644 Total EBIT$(33)$463 
Interest expenseInterest expense41 45 Interest expense75 41 
Income tax expenseIncome tax expense106 159 Income tax expense68 106 
Net earnings (loss)Net earnings (loss)$316 $440 Net earnings (loss)$(176)$316 
Less: Net earnings available to noncontrolling interestsLess: Net earnings available to noncontrolling interests3 Less: Net earnings available to noncontrolling interests3 
Net earnings (loss) available to WhirlpoolNet earnings (loss) available to Whirlpool$313 $433 Net earnings (loss) available to Whirlpool$(179)$313 
(13) ACQUISITIONS AND DIVESTITURES
European Major Domestic Appliance Business Held for Sale
On January 16, 2023, Whirlpool entered into a contribution agreement with Arçelik B.V. (“Arcelik”) to carve out and contribute our major domestic appliance European business operations into a newly formed European appliance company which constitutes a combination of Arcelik’s and Whirlpool's European businesses. Whirlpool will own approximately 25% and Arcelik will own approximately 75% of the European appliance company. Separately, Whirlpool agreed in principle to the sale of Whirlpool’s Middle East and Africa business to Arcelik. These transactions are collectively referred to as European major domestic appliance business. The sale includes the Company's major domestic appliance business in EMEA, including nine production sites. The transaction is subject to certain closing conditions and expected to be completed in the second half of 2023.
European major domestic appliance business is reported within our EMEA reportable segment and met the criteria for held for sale accounting during the fourth quarter of 2022. The operations of the European disposal group did not meet the criteria to be presented as discontinued operations.
Upon closing, the transaction will result in the deconsolidation of the European major appliances business. In connection with the sale, we recorded a loss on disposal of $1,521 million in the fourth quarter of 2022. The loss includes a write-down of the net assets of $1,151 million of the disposal group to a fair value of $139 million and also includes $393 million of cumulative currency translation adjustments, $98 million release of other comprehensive loss on pension and $18 million of other transaction related costs. No goodwill is included in the disposal group.
We recorded an adjustment of $222 million during the three months ending March 31, 2023, primarily due to seasonal working capital fluctuations, which resulted in a total loss of $1,743 million 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 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 March 31, 2023 and December 31, 2022, respectively.


28


Millions of dollarsMarch 31, 2023December 31, 2022
Carrying amounts of major classes of assets
Current Assets
Cash and cash equivalents$95 $94 
Accounts receivable, net of allowance of $33 and $32, respectively792 667 
Inventories673 650 
Prepaid and other current assets128 145 
Total current assets$1,688 $1,556 
Property, net of accumulated depreciation of $1,666 and $1,648, respectively$854 $822 
Right of use assets155 163 
Other intangibles, net of accumulated amortization of $144 and $141, respectively282 279 
Deferred income taxes619 610 
Other noncurrent assets17 17 
Total noncurrent assets$1,927 $1,891 
Total assets$3,615 $3,447 
Carrying amounts of major classes of liabilities
Current liabilities
Accounts payable$1,336 $1,394 
Accrued expenses169 152 
Accrued advertising and promotions152 172 
Employee compensation117 107 
Notes payable6 
Other current liabilities111 125 
Total current liabilities$1,891 $1,953 
Noncurrent liabilities
Long-term debt$1 $
Pension benefits107 122 
Lease liabilities125 131 
Other noncurrent liabilities97 88 
Total noncurrent liabilities$330 $343 
Total liabilities$2,221 $2,296 
Total net assets of the disposal group classified as held for sale$1,394 $1,151 
Assets held for saleFair value of interest retained$143 $139 
Liabilities held for saleCumulative currency translation adjustment and Other comprehensive income on pension$461 $490 
The following table summarizes European major appliances business' earnings (loss) available to Whirlpool before income taxes for the three months ended March 31, 2023 and March 31, 2022 respectively:
Three Months Ended March 31,
in millions20232022
Earnings (loss) before income taxes$ $(30)
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.




29




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 5 to the Consolidated Condensed 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 is in the process of finalizing third-party valuations for the preliminary purchase price allocation which are subject to change. During the first quarter of 2023, Whirlpool finalized the total consideration paid for the InSinkErator business and processed applicable measurement period adjustments. An additional $14 million of consideration was paid for the InSinkErator business, which increased the amount of goodwill recognized as a result of the acquisition. Other purchase accounting adjustments during the period were not material. The Company expects to finalize any further purchase accounting adjustments as soon as practicable, but no later than one year from the acquisition date.
The following table presents the preliminary allocation of purchase price related to the InSinkErator acquisition, as of March 31, 2023:
(in millions)Amount
Cash and cash equivalents$7
Receivables, net74
Inventories93
Other current assets1
Property, plant and equipment, net174
Goodwill1,151
Other intangible assets1,630
Other assets11
Accounts payable49
Accrued expenses26
Other current liabilities34
Deferred income taxes1
Other long-term liabilities10
Total Estimated Purchase Consideration$3,021













2730


(14) GOODWILL AND OTHER INTANGIBLES
Goodwill
The following table summarizes goodwill attributable to our reporting units for the periods presented:
Millions of dollarsNorth AmericaLatin AmericaAsiaTotal Whirlpool
Beginning balance December 31, 2022$2,829 $33 $452 $3,314 
   Acquisitions(1)
14  14 
Ending net balance March 31, 2023$2,843 $33 $452 $3,328 
(1)Increase in goodwill is related to the purchase of InSinkErator business. For additional information, see Notes 9and 13 to the Consolidated Condensed Financial Statements.
For the three months ended March 31, 2023, there no indicators of goodwill impairment for any of our reporting units based on our qualitative assessment.
Other Intangible Assets
The following table summarizes other intangible assets for the periods presented:
March 31, 2023December 31, 2022
Millions of dollarsGross Carrying AmountAccumulated AmortizationNetGross Carrying AmountAccumulated AmortizationNet
Other intangible assets, finite lives
   Customer relationships (1)
$668 $(296)$372 $668 $(287)$381 
   Patents and other (2)
116 (114)2 116 (113)
Total other intangible assets, finite lives$784 $(410)$374 $784 $(400)$384 
Trademarks, indefinite lives2,780  2,780 2,780 2,780 
Total other intangible assets$3,564 $(410)$3,154 $3,564 $(400)$3,164 
(1) Customer relationships have an estimated useful life of 5 to 19 years.
(2) Patents and other intangibles have an estimated useful life of 3 to 43 years.
For the three months ended March 31, 2023, there were no indicators of impairment associated with other intangible assets based on our qualitative assessment.












31


ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following ManagementManagement's 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 quarter compared to the same prior year period. MD&A is provided as a supplement to, and should be read in connection with, the Consolidated Condensed Financial Statements and Notes to the Consolidated Condensed Financial Statements included in this Form 10-Q.
Certain references to particular information in the Notes to the Consolidated Condensed Financial Statements are made to assist readers.
ABOUT WHIRLPOOL
Whirlpool Corporation ("Whirlpool"), committed to being the best global kitchen and laundry company, in constant pursuit of improving life at home, was incorporated in 1955 under the laws of Delaware and was founded in 1911. Whirlpool manufactures products in 10ten countries and markets products in nearly every country around the world. We have received worldwide recognition for accomplishments in a variety of business and social efforts, including leadership, diversity, innovative product design, business ethics, social responsibility and community involvement. We conduct our business through four operating segments, which we define based on geography. Whirlpool's operating segments consist of North America, Europe, Middle East and Africa ("EMEA"), Latin America and Asia. Whirlpool had approximately $22$20 billion in annual net sales and 69,00061,000 employees in 2021.2022.
OVERVIEW
Whirlpool delivered solid first-quarter GAAP net earnings (loss) available to Whirlpool of $(179) million (net earnings (loss) margin of (3.9)%), or $(3.27) per share, compared to GAAP net earnings available to Whirlpool of $313 million (net earnings margin of 6.4%), or $5.33 per share compared to GAAP net earnings available to Whirlpool of $433 million (net earnings margin of 8.1%), or $6.81 per share in the same prior-year period. Whirlpool delivered cash provided by (used in) operating activities of $(328)$(477) million, compared to $182$(328) million in 2021the same prior year period and free cash flow (non-GAAP) of $(415)$(573) million, compared to free cash flow of $109$(415) million(1) in 2021.the same prior year period.
Whirlpool delivered solid first-quarter ongoing (non-GAAP) earnings per share of $5.31$2.66 and ongoing EBIT margin of 9.4%5.4%, compared to $7.20$5.31 and 12.4% in9.4% in the same prior-year period. On a GAAP basis, net loss margins were impacted by approximately $284 million primarily due to a non-cash charge related to the strategic review of EMEA (see Footnote 13 for further information) and charges associated with legacy EMEA legal matters. On a GAAP and ongoing basis, earnings and margin declinequarterly results were driven by a revenue decline caused by what we believe to be a temporary slowdown primarily driven by the impact from ongoing supply disruptions, and also by the Whirlpool China divestiture. Margins were negatively impacted by acceleratedunfavorable industry demand, price/mix and cost inflation, and decline in volume, partially offset by positive price/mixshare gains in North America along with portfolio transformation and decreased selling, general and administrative expenses.cost takeout actions.
We are very pleased with our abilitycontinue to navigate another difficult operating environment. We have takentake actions to deliver shareholder value as we navigate through a challenging macro environment, demonstrated by strong margins includingmarket share gains in North America while advancing our portfolio transformation with the executionintegration of our previously announced cost-based price increasesInSinkErator and diligent cost management practices.we continue to progress towards completing the European major domestic appliance transaction in the second half of 2023.
For additional information regarding non-GAAP financial measures, see the Non-GAAP Financial Measures section of this Management's Discussion and Analysis.











(1) Throughout 2021 and comparable periods, the Company defined adjusted free cash flow as cash provided by (used in) operating activities less capital expenditures and including proceeds from the sale of assets/businesses, and changes in restricted cash. Starting in 2022, the Company presents free cash flow which is cash provided by (used in) operating activities less capital expenditures. Adjusted free cash flow of $132 million for the first quarter of 2021 has been restated to $109 million free cash flow measure to conform with current year presentation.

2832


RESULTS OF OPERATIONS
The following table summarizes the consolidated results of operations for the periods presented:
Three Months Ended March 31, Three Months Ended March 31,
Consolidated - Millions of dollars, except per share dataConsolidated - Millions of dollars, except per share data20222021Better/(Worse) %Consolidated - Millions of dollars, except per share data20232022Better/(Worse) %
Net salesNet sales$4,920 $5,358 (8.2)%Net sales$4,649 $4,920 (5.5)%
Gross marginGross margin851 1,148 (25.9)Gross margin763 851 (10.3)
Selling, general and administrativeSelling, general and administrative376 493 23.7Selling, general and administrative487 376 (29.5)
Restructuring costsRestructuring costs5 20 75.0Restructuring costs nm
(Gain) loss on sale and disposal of businesses(Gain) loss on sale and disposal of businesses222 — nm
Interest and sundry (income) expenseInterest and sundry (income) expense(7)(26)(73.1)Interest and sundry (income) expense77 (7)nm
Interest expenseInterest expense41 45 8.9Interest expense75 41 (82.9)
Income tax expense (benefit)Income tax expense (benefit)106 159 33.3Income tax expense (benefit)68 106 35.8
Net earnings available to Whirlpool313 433 (27.7)
Diluted net earnings available to Whirlpool per share$5.33 $6.81 (21.7)%
Net earnings (loss) available to WhirlpoolNet earnings (loss) available to Whirlpool$(179)$313 nm
Diluted net earnings (loss) available to Whirlpool per shareDiluted net earnings (loss) available to Whirlpool per share$(3.27)$5.33 nm
Consolidated net sales decreased 8.2%5.5% for the three months ended March 31, 20222023, compared to the same period in 2021.2022. The decrease for the three months ended March 31, 20222023 was primarily driven by lower volumeunfavorable industry demand and Whirlpool China divestiture,product price/mix, partially offset by favorable product price/mix.share gains in North America and impacts of portfolio transformation. Excluding the impact of foreign currency, net sales decreased 6.9%3.7% for the three months ended March 31, 2022,2023, compared to the same period in 2021.2022.
The consolidated gross margin percentage of 17.3%16.4% for the three months ended March 31, 20222023 decreased 4.1% compared to 21.4%17.3% in the same prior-year period, primarily driven by raw materialunfavorable industry demand and other cost inflation and lower volume,productivity, partially offset by favorable product price/mix.reduced cost inflation.
Our operating segments are based upon geographical region and are defined as North America, EMEA, Latin America and Asia. These regions also represent our reportable segments. The chief operating decision maker 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. For additional information, see Note 1412 to the Consolidated Condensed Financial Statements.
The following is a discussion of results for each of our operating segments. Each of our operating segments have been impacted by the COVID-19 pandemic in the area of manufacturing operations. Excess capacity costs were not material for the three months ended March 31, 2022. Additionally, operating segments have been impacted by disruptions in supply chains and distribution channels, which largely stabilized in the first quarter of 2023, among other macroeconomic and COVID-19 related impacts.
During the quarter, our EMEA operating segment began to experience sales, distribution, supply chain, and manufacturing disruptions, primarily in Eastern Europe, as a result of the Russian invasion of Ukraine and related conflict and sanctions. The impact of the conflict in Ukraine is not material to the Consolidated Condensed Financial Statements for the three months ended March 31, 2022. Business disruption and financial impacts may increase in future periods in the event of escalated conflict, potential imposition of new sanctions and counter measures, and related macroeconomic impacts. Please see Item 1A. Risk Factors of this quarterly report on Form 10-Q for additional information regarding the risks that we have or may in the future experience as a result of the conflict in Ukraine and related sanctions.









2933


.
NORTH AMERICA
whr-20220331_g2.jpgwhr-20220331_g3.jpg1819
Net Sales
Net sales decreased 8.3%1.6% for the three months ended March 31, 20222023 compared to the same period in 2021. The decrease is2022, primarily driven by decreasedlower volume, partially offset by favorable product price/mix.net sales from InSinkErator business which was acquired during the fourth quarter of 2022. Excluding the impact from foreign currency, net sales decreased 1.1% for the three months ended March 31, 2023, compared to the same period in 2022.

EBIT
EBIT decreased for the three months ended March 31, 20222023 compared to the same period in 20212022 primarily due to raw material and otherunfavorable impacts of cost inflation as well asand product/price mix, partially offset by favorable impact of the InSinkErator acquisition. EBIT margin was 10.0% for the three months ended March 31, 2023, compared to 16.3% for the same period in 2022.

EMEA
816817
Net Sales
Net sales decreased 18.0% for the three months ended March 31, 2023, compared to the same period in 2022. The decrease is primarily driven by lower volume, partially offset by favorable product price/mix. EBIT margin was 16.3%Excluding the impact from foreign currency, net sales decreased 13.2% for the three months ended March 31, 20222023, compared to 19.9% for the same period in 2021.2022.

EMEAEBIT
whr-20220331_g4.jpgwhr-20220331_g5.jpg
Net Sales

Net sales decreased 7.4%EBIT increased for the three months ended March 31, 20222023 compared to the same period in 2021. The decrease is2022, primarily driven by reduced volumedue to favorable product price/mix and the impactbenefits of foreign currency,held for sale treatment, partially offset by unfavorable material costs and reduced volume. EBIT margin was 0.6% for the three months ended March 31, 2023, compared to (2.5)% for the same period in 2022.


34


LATIN AMERICA
15031504
Net Sales
Net sales were relatively flat for the three months ended March 31, 2023, compared to the same period in 2022. The sales were impacted by by lower volume, offset by favorable product price/mix. Excluding the impact from foreign currency, net sales were flat for the three months ended March 31, 20222023, compared to the same period in 2021.

EBIT

EBIT decreased for the three months ended March 31, 2022 compared to the same period in 2021 primarily due to raw material and other cost inflation, partially offset by favorable product price/mix. EBIT margin was (2.5)% for the three months ended March 31, 2022, compared to 1.8% for the same period in 2021.






30


LATIN AMERICA
whr-20220331_g6.jpgwhr-20220331_g7.jpg
Net Sales
Net sales increased 3.8% for the three months ended March 31, 2022 compared to the same period in 2021. The increase is primarily driven by favorable product price/mix, partially offset by lower volume. Excluding the impact from foreign currency, net sales increased 0.8% for the three months ended March 31, 2022 compared to the same period in 2021.2022.

EBIT
EBIT decreased for the three months ended March 31, 20222023 compared to the same period in 2021. The decrease is2022 primarily due to raw materialunfavorable cost inflation and decreased volume,foreign currency, partially offset by favorable product price/mix. EBIT margin was 7.1%5.2% for the three months ended March 31, 20222023, compared to 8.5%7.1% for the same period in 2021.2022.

ASIA
whr-20220331_g8.jpgwhr-20220331_g9.jpg21202121
Net Sales
Net sales decreased 30.7%10.2% for the three months ended March 31, 20222023 compared to the same period in 2021. This2022. The decrease is primarily driven by the saleimpact of Whirlpool China and decreased volume.foreign currency. Excluding the impact from foreign currency, net sales decreased 28.8%3.4% for the three months ended March 31, 20222023 compared to the same period in 2021.2022.
EBIT
EBIT decreased for the three months ended March 31, 20222023 compared to the same period in 2021.2022. The decrease was primarily due to unfavorable product price/mix and the impact of foreign currency, partially offset by reduced cost inflation. EBIT margin was 3.1% for the three months ended March 31, 2022 is primarily due to decreased volume and raw material inflation, partially offset by favorable product price/mix. EBIT margin was 4.8% for the three months ended March 31, 20222023 compared to 5.1%4.8% for the same period in 2021.2022.



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Selling, General and Administrative
The following table summarizes selling, general and administrative expenses as a percentage of net sales by region for the periods presented:
Three Months Ended March 31, Three Months Ended March 31,
Millions of dollarsMillions of dollars2022As a % of Net Sales2021As a % of Net SalesMillions of dollars2023As a % of Net Sales2022As a % of Net Sales
North AmericaNorth America$160 5.7 %$176 5.8 %North America$219 8.0 %$160 5.7 %
EMEAEMEA95 8.8 133 11.4 EMEA87 9.8 95 8.8 
Latin AmericaLatin America64 8.4 60 8.2 Latin America80 10.5 64 8.4 
AsiaAsia32 11.2 55 13.4 Asia30 11.7 32 11.2 
Corporate/otherCorporate/other25  69 — Corporate/other71  25 — 
ConsolidatedConsolidated$376 7.6 %$493 9.2 %Consolidated$487 10.5 %$376 7.6 %
Consolidated selling, general and administrative expenses decreasedincreased for the three months ended March 31, 20222023 compared to the same period in 20212022 and is primarily driven by increase in employee compensation accruals and marketing investments, in addition to a gain from athe sale-leaseback transaction divestiture of businesses andin the benefits of prior restructuring actions.period.
For additional information, see Note 1 to the Consolidated Condensed Financial Statements.
Restructuring
We incurred immaterial restructuring charges of $5 million for the three months ended March 31, 2023 and 2022, compared to $20 million for the same period in 2021.respectively. For the full year 2022,2023, we expect to incur less than $50 million of restructuring charges.
For additional information, see Note 12charges, similar to the Consolidated Condensed Financial Statements.past two years.
Interest(Gain) Loss on Sale and Sundry (Income) ExpenseDisposal of Businesses
Interest and sundry income decreased forIn the fourth quarter of 2022, we incurred a loss of $1,521 million related to the planned divestiture of our European major domestic appliance business. We recorded additional adjustment of $222 million during the three months endedending March 31, 2022 compared2023, primarily due to the same periodseasonal working capital fluctuations, which resulted in 2021. The decrease is primarily driven by the impacta total loss of foreign currency.
Interest Expense
Interest expense is flat for the three months ended March 31, 2022 compared to the same period in 2021.
Income Taxes
Income tax expense was $106$1,743 million for the three months ended March 31, 2022 compared to income tax expense of $159 milliontransaction. This adjustment is recorded in the sameloss 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 2021. For the three months ended March 31, 2022, the decrease in income tax expense from the prior period is primarily due to lower earnings.transaction.
For additional information, see Note 13 to the Consolidated Condensed Financial Statements.
Other InformationInterest and Sundry (Income) Expense
GoodwillNet interest and Indefinite-Lived Intangible Assetssundry expense increased for the three months ended March 31, 2023 compared to the same period in 2022 primarily due to reserves related to legacy EMEA legal matters. For additional information, see Note 6 to the Consolidated Condensed Financial Statements.
Interest Expense
Interest expense was $75 million for the three months ended March 31, 2023 compared to $41 million in the same period in 2022. The increase is primarily due to increase in long-term debt driven by the InSinkErator acquisition.
Income Taxes
Income tax expense was $68 million for the three months ended March 31, 2023 compared to income tax expense of $106 million in the same period of 2022. The decrease was primarily driven by overall lower level of earnings and related tax expense, audits and settlements, and impacts of non-deductible charges, including loss on sale and disposal and non-deductible fines and penalties.
For additional information, see Note 11 to the Consolidated Condensed Financial Statements.

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Other Information
Our Critical Accounting Policies and Estimates for goodwill and other indefinite-lived intangibles are disclosed in Note 1 to the Consolidated Financial Statements and in Management's Discussion and Analysis of our annual report on Form 10-K for the fiscal year ended December 31, 2021.2022.
We continue to monitor the significant global economic uncertainty including any potential impacts from the ongoing conflict in Ukraine and related sanctions, to assess the outlook for demand for our products and the impact on our business and our overall financial performance. Our Maytagand JennAir trademark continuestrademarks continue to be at risk and noneat March 31, 2023. None of our reporting units or other indefinite-lived intangible assets are presently at risk for future impairment.

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For additional information, see Note 1 to the Consolidated Condensed Financial Statements.
FINANCIAL CONDITION AND LIQUIDITY
Background
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 and liquidity priorities, which include funding innovation and growth through capital expenditures and research and development expenditures as well as opportunistic mergers and acquisitions; and providing returns to shareholders through dividends, share repurchases and maintaining our strong investment grade rating.
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 business operations, ongoing capital spending, debt repayment, and returns to shareholders. We currently have $548$300 million of long-term debt maturing in the next twelve months, and are currently evaluating our options in connection with this maturing debt, which may include repayment through refinancing, free cash flow generation or cash on hand.
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.

Cash and cash equivalents
The Company had cash and cash equivalents of approximately $2.1$1.4 billion at March 31, 2022,2023, the majority of which was held in the United States. For cash in 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 to various countries. It is not practicable to estimate the amount of the deferred tax liability associated with the repatriation of cash due to the complexity of its hypothetical calculation.
At March 31, 2022,2023, we had cash or cash equivalents greater than 1% of our consolidated assets in the United States (4.4%), Mexico (1.4%(2.5%), Brazil (1.3%(1.9%) and India (1.1%(1.2%). In addition, we had third-party accounts receivable outside of the United States greater than 1% of our consolidated assets in Italy and Brazil, which represented 1.5% and 1.5%, respectively.1.8%. We continue to monitor general financial instability and uncertainty globally.

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Revolving credit facility and other committed credit facilities
The Company maintains a $3.5 billion revolving credit facility.facility and a committed $2.5 billion term loan. There were no amounts borrowed$2.5 billion drawn on the facility during the three months endedcommitted credit facilities at March 31, 2022.2023. In addition to these facilities, we have committed credit facilities in Brazil and India that provide borrowings up to approximately $209 million at March 31, 2023. These facilities have maturities that run through 2027.
We were in compliance with both our debt to capitalization ratio and interest coverage ratio under the revolving credit facility as of March 31, 2022. We closely monitor our ability to meet these covenants in future periods and expect to continue to be in compliance.

At March 31, 2022, we had aggregate borrowing capacity of approximately $3.7 billion on our committed credit facilities, consisting of $3.5 billion under the revolving credit facility and approximately $224 million under our committed credit facilities in Brazil and India.

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2023.
Notes payable
Notes payable consists of short-term borrowings payable to banks and commercial paper, which are generally used to fund working capital requirements. At March 31, 2022,2023, we have no notes payable under the revolving credit facility.facility or commercial paper programs. For additional information, see Note 65 to the Consolidated Condensed Financial Statements.
Trade customers
We continue to review customer conditions globally. We had no material effectimpacts from customer insolvencies during the three months ended March 31, 2022,2023, nor do we have immediate visibility into material customer insolvency situations materializingoccurring in the future. We continue to monitor these situations, considering each geographic region, the unique credit risk specific to the country, marketplace and economic environment, and take appropriate risk mitigation steps.
For additional information on guarantees, see Note 76 to the Consolidated Condensed Financial Statements.
Other matters
We have announced that we are conducting a portfolio review focused on accelerating our transformation towards higher margin and higher growth businesses. This review will include a strategic assessment of our EMEA business and we expect to conclude such assessment by the end of the third quarter of 2022.
Share Repurchase Program
For additional information about our share repurchase program, see Note 1110 to the Consolidated Condensed Financial Statements.
Sources and Uses of Cash
The following table summarizes the net increase (decrease) in cash, cash equivalents and restricted cash for the periods presented:
Three Months Ended March 31,Three Months Ended March 31,
Millions of dollarsMillions of dollars20222021Millions of dollars20232022
Cash provided by (used in):Cash provided by (used in):Cash provided by (used in):
Operating activitiesOperating activities$(328)$182 Operating activities$(477)$(328)
Investing activitiesInvesting activities(12)(60)Investing activities(110)(12)
Financing activitiesFinancing activities(631)(234)Financing activities(38)(631)
Effect of exchange rate changesEffect of exchange rate changes41 (58)Effect of exchange rate changes27 41 
Less: decrease in cash classified as held for saleLess: decrease in cash classified as held for sale(1)— 
Net change in cash, cash equivalents and restricted cashNet change in cash, cash equivalents and restricted cash$(930)$(170)Net change in cash, cash equivalents and restricted cash$(599)$(930)
Cash Flows from Operating Activities
More cash was used in operating activities during the three months ended March 31, 20222023 compared to the same period in 2021.2022. The decreaseincrease in cash provided byused in operating activities was primarily driven by lower cash earnings and unfavorable changes in working capital, and lower cash earnings. The working capital change was driven by increased inventory due to higher input costs and decreased accounts payable driven largely by lower production volumes, partially offset by a decrease in accounts receivable asemployee payments. The working capital change was primarily impacted by a result of lower sales volumes.decrease in volume.
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.

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Cash Flows from Investing Activities
Cash used in investing activities during the three months ended March 31, 2022 decreased2023 increased compared to the same prior year period in 2021primarily due to theimpacts of proceeds from a sale-leaseback transaction.

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For additional information, see Note 1 to the Consolidated Condensed Financial Statements.sale of assets and businesses in the prior year period.
Cash Flows from Financing Activities
Cash used in financing activities during the three months ended March 31, 2022 increased by $397 million2023 decreased compared to the same period in 2021,2022, which primarily reflects increasedlower share repurchases and an increase in the dividend compared to the same prior-year period.repurchases.
Financing Arrangements
The Company had total committed credit facilities of approximately $3.7$6.2 billion at March 31, 2022.2023. These facilities are geographically reflective of the Company's global operations. The Company is confident that the committed credit facilities are sufficient to support its global operations. We had no borrowings outstanding under$2.5 billion drawn on the committed credit facilities (representing amounts drawn on the term loan) at March 31, 2022 or2023 and December 31, 2021, respectively.2022, respectively, which were used to fund the InSinkErator acquisition in the fourth quarter of 2022.
For additional information about our financing arrangements, see Note 65 to the Consolidated Condensed Financial Statements.
Dividends
InOn February 2022,20, 2023, our Board of Directors approved a 25% increase in our quarterly dividend on our common stock toof $1.75 per share from $1.40 per share, representing the 10th consecutive year of increased dividends.share.
Off-Balance Sheet Arrangements
In the ordinary course of business, we enter into agreements 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 March 31, 2022,2023, we had approximately $341$438 million outstanding under these agreements.
For additional information about our off-balance sheet arrangements, see Notes 65 and 76 to the Consolidated Condensed Financial Statements.
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)
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. EBIT margin is calculated by dividing EBIT by net sales. Sales excluding foreign currency is calculated by translating the current period net sales, in functional currency, to

39


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

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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 and adjusted 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 and adjusted free cash flow related metrics, such as free cash flow and adjusted 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 reconciliation 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.
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


Ongoing Earnings Before Interest & Taxes (EBIT) Reconciliation:
in millions


Three Months Ended March 31,
Ongoing Earnings Before Interest & Taxes (EBIT) Reconciliation:
in millions


Three Months Ended March 31,
20222021
Ongoing Earnings Before Interest & Taxes (EBIT) Reconciliation:
in millions


20232022
Net earnings available to Whirlpool (1)
$313 $433 
Net earnings (loss) available to Whirlpool (1)
Net earnings (loss) available to Whirlpool (1)
$(179)$313 
Net earnings (loss) available to noncontrolling interestsNet earnings (loss) available to noncontrolling interests3 Net earnings (loss) available to noncontrolling interests3 
Income tax expense (benefit)Income tax expense (benefit)106 159 Income tax expense (benefit)68 106 
Interest expenseInterest expense41 45 Interest expense75 41 
Earnings before interest & taxesEarnings before interest & taxes$463 $644 Earnings before interest & taxes$(33)$463 
Restructuring expense (a)
0 20 
Impact of M&A transactions (a)
Impact of M&A transactions (a)
222 — 
Legacy EMEA legal matters (b)
Legacy EMEA legal matters (b)
62 — 
Ongoing EBIT(2)
Ongoing EBIT(2)
$463 $664 
Ongoing EBIT (2)
$251 $463 
(1)Net earnings (loss) margin is approximately 6.4%(3.9)% for the three months ended March 31, 20222023 compared to 8.1%6.4% in the same prior year period. Net earnings margin is calculated by dividing net earnings (loss) available to Whirlpool by consolidated net sales for the three months ended March 31, 2022.2023 and March 31, 2022, respectively.
(2)Ongoing EBIT margin is approximately 9.4% forapproximately 5.4% for the three months ended March 31, 20222023 compared to 12.4%9.4% in the same prior year period. Ongoing EBIT margin is calculated by dividing Ongoing EBIT by consolidated net sales for the three months ended March 31, 2022.2023 and March 31, 2022, respectively.

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Earnings Per Diluted ShareThree Months Ended March 31,
20222021
Earnings per diluted share$5.33 $6.81 
Restructuring expense (a)
 0.31 
Income tax impact$ $(0.08)
Normalized tax rate adjustment (b)
(0.02)0.16 
Ongoing earnings per diluted share$5.31 $7.20 
Throughout 2021 and comparable periods, the Company defined adjusted free cash flow as cash provided by (used in) operating activities less capital expenditures and including proceeds from the sale of assets/businesses, and changes in restricted cash. Starting in 2022, the Company presents free cash flow which is cash provided by (used in) operating activities less capital expenditures. Adjusted free cash flow of $132 million for the first quarter of 2021 has been restated to $109 million free cash flow measure to conform with current year presentation.
Free Cash Flow (FCF) Reconciliation:
in millions
Three Months Ended March 31,Three Months Ended March 31,
20222021
As adjusted
Cash provided by (used in) operating activities$(328)$182 
Capital expenditures(87)(73)
Free cash flow$(415)$109 
Cash provided by (used in) investing activities$(12)$(60)
Cash provided by (used in) financing activities(631)(234)
Adjusted Free Cash Flow (FCF) Reconciliation:
in millions
Three Months Ended March 31,
2021
Cash provided by (used in) operating activities$182 
Capital expenditures(73)
Proceeds from sale of assets and business13 
Change in restricted cash10 
Adjusted free cash flow$132 
Cash provided by (used in) investing activities$(60)
Cash provided by (used in) financing activities(234)
Earnings Per Diluted ShareThree Months Ended March 31,
20232022
Earnings per diluted share$(3.27)$5.33 
Impact of M&A transactions (a)
4.05 — 
Legacy EMEA legal matters (b)
1.14 — 
Income tax impact(0.78)— 
Normalized tax rate adjustment (c)
1.54 (0.02)
Share count adjustment (d)
(0.02) 
Ongoing earnings per diluted share$2.66 $5.31 
Footnotes
(a) Restructuring expenseIMPACT 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 2022,connection with the transaction, the Company recorded a non-cash loss on disposal of $1,521 million in the fourth-quarter of 2022. During the first quarter of 2023 we recorded an adjustment of $222 million to the loss on sale and moving forward, we will only exclude restructuring actions greater than $50disposal of businesses increasing the total non-cash loss on disposal to $1,743 million from ourfor the transaction. The adjustment reflects ongoing results. In 2021, thesereassessment of the fair value less costs were primarily related to actions that right-size and reducesell of the fixed cost structure of our EMEA business and other centralized functions.disposal group.
(b) NormalizedLEGACY EMEA LEGAL MATTERS - The aggregate amount accrued by the Company related to the Competition Investigation and Trade Customer Insolvency matters of our European major domestic appliance business was $62 million for the three months ended March 31, 2023. For additional information, see Note 6 to the Consolidated Condensed Financial Statements.
(c) NORMALIZED TAX RATE ADJUSTMENT - During the first quarter of 2023, the Company calculated ongoing earnings per share using an adjusted tax rate adjustment -of 15.0%, which excludes the non-tax deductible impact of M&A transactions of approximately $222 million recorded in the first quarter of 2023, to reconcile to our anticipated full-year ongoing effective tax rate between 14.0% and 16.0%. During the first quarter of 2022, the Company calculated ongoing earnings per share using an adjusted tax rate of 25.0% to reconcile to our anticipated full-year effective tax rate between 24.0% and 26.0%. During the first quarter of 2021, the Company calculated ongoing earnings per share using an adjusted tax rate of 25.0%, to reconcile to our anticipated full-year 20212022 effective tax rate between 24% and 26%.

(d)
SHARE COUNT ADJUSTMENT - During the first quarter of 2023, the Net earnings (loss) available to Whirlpool was a loss. Consequently any increases in the number of shares within the denominator results in a lower loss per share and is therefore antidilutive. As a result, the shares are not included in the Company's ongoing earnings per diluted share calculation.

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FORWARD-LOOKING PERSPECTIVE
Earnings per diluted share presented below are net of tax. We currently estimate at our anticipated 20222023 full-year adjusted tax rate between 24.0%14.0% and 26.0%16.0%. We currently estimate earnings per diluted share for 20222023 to be within the following ranges:
20222023
Current Outlook
Estimated GAAP earnings per diluted share, for the year ending December 31, 20222023$24.0013.00 - $26.00$15.00
  Including:
     Impact of M&A transactions$1.67
     Legacy EMEA legal matters$1.13
     Income tax impact$(0.42)
     Normalized tax rate adjustment$0.62
Industry Demand
     North America~0%(6) - (4)%
     EMEA(5)(6) - (3)(4)%
     Latin America(4)(3) - (2)(1)%
     Asia5-6%2 - 4%
For the full-year 2022,2023, we expect to generate cash from operating activities of approximately $1.95 billion$1,400 million and free cash flow of approximately $1.25 billion,$800 million, including restructuring cash outlays of approximately $50$25 million and capital expenditures of approximately $700$600 million.
The table below reconciles projected 20222023 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. For 2022 weWe 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 this Management's Discussion and Analysis.
Millions of dollars20222023
Current Outlook
Cash provided by (used in) operating activities (1)
$1,950~1,400
Capital expenditures(700)~600
Free cash flow$1,250~800
(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. Additional information concerning these and other factors can be found in the "Risk Factors" section of our Annual Report on Form 10-K, as updated in Part II, Item 1A of our Quarterly Reports on Form 10-Q.
OTHER MATTERS
For additional information regarding certain of our loss contingencies/litigation, see Note 7 and Note 136 to the Consolidated Condensed Financial Statements. Unfavorable outcomes in these proceedings could have a material adverse effect on our financial statements in any particular reporting period.


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Antidumping and Safeguard Petitions
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. The

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In August 2022, the order covering certain large residential washers from China is currently subject to administrative review to determine whether the order should be extended.
Whirlpool also filed a safeguard petition in May 2017 to address our concerns that Samsung and LG were evading U.S. trade laws by moving production from countries covered by antidumping orders. A safeguard remedy went into effect in February 2018, implementing tariffs on finished large residential washers and certain covered parts for three years. In January 2021, the remedy was extended for two years until February 2023. During the fourth year of the remedy, beginning February 7, 2021, the remedy imposes a 15% tariff on the first 1.2 million large residential washers imported into the United States (under tariff) and a 35% tariff on such imports in excess of 1.2 million, and also imposes a 35% tariff on washer tub, drum, and cabinet imports in excess of 110,000. Consistent with modifications to the order approved in 2020, the 1.2 million under tariff is allocated by quarter (300,000 large residential washers per quarter). We cannot speculate on the modification's impact in future quarters, which will depend on Samsung and LG's U.S. production capabilities and import plans. These orders are subject to administrative reviews and possible appeals.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, COVID-related shutdowns and government actions in China, we expect to continue to be impacted by the following factors: a global shortage of certain components, other supply chain constraintssuch as semiconductors, a strain on raw material and input cost inflation all of which we expectare expected to continue in 2022.ease throughout 2023. 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. In addition, we are pursuing a business interruption insurance claim related to the 2021 Texas freeze, amounts related to which could be a material gain in a future period.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to our exposures to market risk since December 31, 2021.2022.
ITEM 4.CONTROLS AND PROCEDURES
(a)Evaluation of disclosure controls and procedures
Prior to filing this report, we completed an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of March 31, 2022.2023. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2022.2023.
(b)Changes in internal control over financial reporting
There were no changes in our internal control over financial reporting that occurred during the most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS
Information with respect to legal proceedings can be found under the heading "Commitments and Contingencies" in Note 76 and “Other Income Tax Matters” in Note 1311 to the Consolidated Condensed Financial Statements contained in Part I, Item 1 of this report.
ITEM 1A.RISK FACTORS
There have been no material changes in our risk factors from those disclosed in Part I, Item 1A to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, other than as set forth below.
OPERATIONAL RISKS
We have been impacted and may in the future be adversely impacted by the ongoing Russian invasion of Ukraine and related conflict and sanctions.

We have sales and distribution operations in Ukraine, and sales, manufacturing and distribution operations in Russia. We continue to closely monitor the impact of the ongoing conflict in Ukraine on all aspects of our operations, including most importantly, the safety and security of our employees in the region.

The United States, European Union and others continue to announce targeted economic sanctions on Russia and Russian persons, to which Russia has proposed, and in some cases implemented, counter-measures. The impact of the conflict in Ukraine and resulting sanctions, include, but are not limited to, macro financial impacts resulting from the exclusion of Russian financial institutions from the global banking system; operational risk to our sales and distribution operations in Ukraine and our sales, manufacturing and distribution operations in Russia, including supply chain and logistics disruptions; and reductions in consumer and trade customer demand.

We may also experience potential additional impacts in the future, including negative impact to our reputation and brand image; trade customer financial restructuring or insolvency; physical damage to or the disruption or complete loss of, one or more of our manufacturing or distribution operations; cybersecurity incidents; and future impairment of goodwill or certain tangible or intangible assets in EMEA operating segment.

We have not determined the extent to which our existing insurance coverage will respond to these impacts, or the extent to which any of the United States, European Union or other government actions may mitigate these impacts, if at all. The impact of the conflict in Ukraine or resulting sanctions may also exacerbate other risks discussed in Item 1A. Risk Factors in our Form 10-K for the fiscal year ended December 31, 2021, any of which could have a material adverse effect on our financial statements. Please see the Management’s Discussion and Analysis section of this quarterly report on Form 10-Q for additional information regarding the impact of the conflict in Ukraine on our operations in EMEA.

2022.
ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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 three months ended March 31, 2022,2023, we repurchased approximately 2.7 milliondid not repurchase any shares under these share repurchase programs at an aggregate price of approximately $533 million.programs. At March 31, 2022,2023, there were approximately $2.9$2.6 billion in remaining funds authorized under this program.



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The following table summarizes repurchases of Whirlpool's common stock in the three months ended March 31, 2022:2023:
Period (Millions of dollars, except number and price per share)Total Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased Under the Plans
January 1, 2022 through January 31, 2022363,039 $207 363,039 $1,415 
February 1, 2022 through February 28, 2022693,200 $200 693,200 $3,267 
March 1, 2022 through March 31, 20221,618,958 $197 1,618,958 $2,948 
   Total2,675,197 $199 2,675,197 
Period (Millions of dollars, except number and price per share)Total Number of Shares PurchasedAverage Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased Under the Plans
January 1, 2023 through January 31, 2023— — $2,587 
February 1, 2023 through February 28, 2023— — $2,587 
March 1, 2023 through March 31, 2023— — $2,587 
   Total— — 
Share repurchases are made from time to time on the open market as conditions warrant. The programs do not obligate us to repurchase any of our shares and have no expiration date.
ITEM 3.DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5.OTHER INFORMATION
None.

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ITEM 6.EXHIBITS
Exhibit 10.12.1*
AmendmentContribution Agreement dated February 14, 2022January 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 Whirlpool Corporation 2018 Omnibus Stock and Incentive PlanCompany's Form 8-K (Commission file number 1-3932) filed January 17, 2023]
Exhibit 10.23.1
By-laws of Whirlpool Corporation 2018 Omnibus Stock and Incentive Plan Strategic Excellence Program Performance Restricted Stock Unit Award Document(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]
Exhibit 10.34.1
Certificate of Designated Officers of Whirlpool Corporation, 2018 Omnibus Stock and Incentive Plan Strategic Excellence Program Stock Option Award Documentdated February 22, 2023 [Incorporated by reference from Exhibit 4.1 to the Company's Form 8-K (Commission file number 1-3932) filed on February 22, 2023]
Exhibit 10.410.1**
Amendment dated February 14, 2022Waiver and Release Agreement effective March 16, 2023 by and between the Company and Joseph T. Liotine [Incorporated by reference from Exhibit 10.1 to the Whirlpool Corporation Executive Performance Excellence PlanCompany's Form 8-K (Commission file number 1-3932) filed on March 22, 2023]
Exhibit 10.510.2**
AmendmentBusiness Confidentiality, Cooperation, Termination, Settlement and Release Agreement dated February 14, 2022March 24, 2023 between the Company and João Brega [Incorporated by reference from Exhibit 10.1 to the Whirlpool Corporation Executive Deferred Savings Plan IICompany's Form 8-K (Commission file number 1-3932) filed on March 30, 2023]
Exhibit 10.610.3**
AmendmentAgreement for the Binding Exercise of the Position of Member of the Board of Directors and Non Compete dated February 14, 2022March 24, 2023 between Whirlpool S.A. and João Brega [Incorporated by reference from Exhibit 10.2 to the Whirlpool Corporation Supplemental Executive Retirement PlanCompany's Form 8-K (Commission file number 1-3932) filed on March 30, 2023]
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
101.INSXBRL 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.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit 104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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* Schedules and similar attachments have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or similar attachment will be furnished to the Securities and Exchange Commission upon request.

**Management contract or compensatory plan or arrangement


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SIGNATURES
Pursuant to the requirements 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
Name:James W. Peters
Title:Executive Vice President
and Chief Financial Officer
Date:April 26, 202225, 2023

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