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    2018 ANNUAL REPORT


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    WHO WE ARE. WHERE WE OPERATE. on Form 10-K and other financial Stock Exchanges information is available free of charge to stockholders. Whirlpool Corporation (NYSE: WHR) is the world’s Trademarks leading manufacturer of major home appliances(a), with approximately $21 billion in annual sales, 6 BRANDS WITH 92,000 employees and 65 manufacturing and technology research centers in 2018. The company markets Whirlpool, KitchenAid, Maytag, Consul, +$1B IN SALES 10-K filed with the Securities and Brastemp, Amana, Bauknecht, JennAir, Indesit and its wholly or majority-owned affiliates. other major brand names in nearly every country throughout the world. 68M PRODUCTS SOLD Sales by Region 65 7% MANUFACTURING AND TECHNOLOGY Asia RESEARCH CENTERS 17% 54% Latin America North America 92,000 EMPLOYEES 22% Europe, Middle East, Africa Sales by Product Category 24% 29% Refrigerators Other & Freezers 19% 28% Cooking Laundry Appliances


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    LETTER TO SHAREHOLDERS A Message from Marc Bitzer, Chairman and Chief Executive Officer During 2018 our business was faced with unforeseen Although we faced a number of challenges, we are pleased external challenges in the form of raw material inflation, overall with these financial results. However, our total newly introduced trade tariffs, currency volatility and other shareholder return has clearly been below what you inflationary pressures in many parts of our value chain. should expect from us. This setback makes us even more In addition, we had to overcome internal challenges in determined to deliver on our promise to create long-term Europe where the business performance was below shareholder value. our expectations. Our Commitment to Long-Term Shareholder To mitigate the effects of these challenges, we took decisive Value Creation action. We implemented cost-based price increases We remain firmly focused on achieving our long-term goals: across all parts of our global business. We took a number • 3-5% annual organic net sales growth of strong actions to refocus and right-size our business • 10% EBIT margin through significant global fixed cost reduction programs, • 5-6% free cash flow as a percent of net sales an agreement to sell our Embraco compressor business • 2-3 point improvement in ROIC and a number of strategic actions to restore our EMEA region to profitability. As evidenced during the last year, we are beginning to drive the organic sales growth and the levels of free Ultimately, we finished the year by delivering an cash flow we committed to. At the same time, the all-time record ongoing earnings per share of $15.16 external and internal challenges we faced hindered and ongoing EBIT margin of 6.3 percent with strong our progress toward the 10 percent EBIT target in our margin expansion in our North America region. We long-range plan. Our business is structurally capable also delivered strong free cash flow of $853 million of delivering 10 percent EBIT margins and we will prove primarily through disciplined working capital this over the coming years. management, including significant improvements in inventory. This free cash flow is even more outstanding, considering we made a $350 million voluntary pension contribution earlier in the year. Continued on pg. 2 1 Whirlpool Corporation | 2018 ANN UAL R E P ORT


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    Why We Believe Our Business Is Capable of • Redefine what product is. Even though the adoption rate Delivering on This Commitment of IoT-based products is still low, we are committed to be It is the combination of our unique structural position and at the forefront of this development and lead the industry winning global strategy that gives us the confidence to with consumer-relevant product and service solutions. drive significant long-term value. • Win the digital consumer journey. The advent of digital technologies has fundamentally changed both the Unique Structural Position consumer pre-buy process as well as the actual purchase Our unique structural position is process. We have built in-house digital capabilities to based on four fundamental pillars: take full advantage of this change in consumer behavior. 1. Our strong global competitive • Reinvent our value chain. World-class manufacturing, position. We hold a top share digital and industry 4.0 technologies in our factories position in seven of our ten allow us to make a step change in sustained cost and largest countries by revenue. quality competitiveness. Furthermore, we are reexamining 2. Best brand portfolio. We have the ways home delivery and consumer service platforms six brands with more than can become a competitive advantage in the digital $1 billion in sales, and the consumer purchase process. breadth of our portfolio allows us to target multiple consumer Our Priorities for 2019 segments in the countries As we look to 2019, we anticipate slight market growth we serve. in most developed countries and a moderation of the 3. Consumer-focused innovation. Our continued investment cost inflation we experienced in 2018. Through continued in consumer-relevant innovation allowed us to launch execution of our strategy and strong performance around approximately 100 new products in 2018. We are even price/mix, cost and working capital, we expect to deliver more confident about our future product pipeline and solid operating results with margin expansion and structural how it will improve life in the home. improvements in free cash flow. We are prepared for economic volatility, and last year’s results demonstrated 4. Best-cost position. By combining our leading scale that our business can weather economic challenges while and strong cost discipline, we have a true “best-cost continuing to invest in our long-term strategy. position” across the homes of our consumers. “ Our company’s 92,000 employees and I are committed to the continued success of Whirlpool Corporation and to creating long-term value for our shareholders. ” Winning Global Strategy Over the past year we have globally deployed four mission- critical strategic imperatives to further strengthen our industry-leading position. • Deliver product leadership. With the changing competitive landscape, it is more important than ever to lead the market with innovative, leading-edge designed products. Our product development organization has shifted to a global platform approach that allows us to reduce complexity and leverage our global scale. Whirlpool Corporation | 2 01 8 A NNUA L R EP ORT 2


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    Commitment to Corporate Responsibility Our company’s 92,000 employees and I are committed to the continued success of Whirlpool Corporation and to creating long-term value for our shareholders. As a large enterprise, we are mindful of our broader responsibility, which goes well beyond creating shareholder value. We pursue these commitments with an unwavering sense of purpose and integrity, investing in the safety and well-being of our employees and the communities in which we operate. We continue to focus on developing innovative products that require less water and energy. We are driving toward zero waste-to-landfill, with seven manufacturing facilities already achieving this goal. We are using solar and wind energy to power the equivalent of more than 4,000 homes on-site at our facilities, minimizing our environmental impact and supporting communities where we live, work and do business. Our commitment to caring for our employees, customers, communities and the planet is unwavering. This is how we earn trust, for today and for future generations. Thank you for your continued support, trust and investment in our brands, products and people of Whirlpool Corporation. Marc Bitzer Chairman of the Board and Chief Executive Officer “I was honored to be elected Chairman by our Board and assumed the role following Jeff Fettig’s retirement at the end of 2018. I’d like to thank Jeff for his exceptional leadership and unwavering commitment to Whirlpool Corporation and our employees over the past 38 years. The strong foundation of core values and leadership principles that Jeff put in place throughout his tenure will continue to be a catalyst for growth in the years to come.” 3 Whirlpool Corporation | 2018 ANN UAL R E P ORT


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    2019 GLOBAL STRATEGIC AGENDA Our Mission Earn trust and create demand for our brands in a digital world Strategic Imperatives Long-Term Goals Values 1 Deliver Product Leadership 10% RESPECT INTEGRITY 2 Redefine What EBIT Product Is ( Earnings Before Interest and Tax ) DIVERSITY & INCLUSION Win the Digital 3 Consumer Journey 5-6% TEAMWORK SPIRIT OF 4 Reinvent Our Value Chain FCF WINNING ( Free Cash Flow as % of Net Sales ) Our Vision Be the best kitchen and laundry company, in constant pursuit of improving life at home Whirlpool Corporation | 2 01 8 A NNUA L R EP ORT 4


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    UNIQUE STRUCTURAL POSITION Whirlpool Corporation is committed to delivering significant, long-term value to both our consumers and our shareholders. For consumers, we deliver value through innovative, high-quality products that solve everyday problems. Strong Global Footprint We hold the number-one share position in seven of our ten largest countries by revenue.(b) #2 #1 #2 EMEA NORTH AMERICA WESTERN COMPANY IN ASIA #1 LATIN AMERICA Best-Cost Position Accelerating Our Pace of Innovation Our global scale allows us to efficiently produce the A steadfast commitment to lead the industry with right products at the right time throughout the world. consumer-relevant products and services drives We have strong capabilities for cost takeout, which is key our innovation and leading-edge design. World-class to effectively cope with macroeconomic challenges. By manufacturing and digital technologies, scaled to combining leading scale with disciplined cost management, a global platform, provide us the ability to increase we have a true “best-cost position” in the highly competitive quality and cost benefits. We are focused on meeting global appliance industry. changing consumer behaviors throughout the world, in constant pursuit of improving life at home. It is this unique global position which gives us the confidence that we will deliver long-term results that are second-to-none in the industry. 2018 $350M 6 Brands 2017 $450M each with more than 2016 $450M $1 Billion in Sales 2015 $375M Restructuring Benefits Best Brand Portfolio Cost Productivity Whirlpool and KitchenAid global brands, with strong regional and local brands, including Maytag, Brastemp, Hotpoint*, Indesit and Bauknecht. 5 Whirlpool Corporation | 2018 ANN UAL R E P ORT


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    OUR REGIONAL ACHIEVEMENTS North America North America delivered strong revenue growth and margin expansion despite soft industry demand and significant inflation due to increased raw materials, tariffs and freight costs. Our focus on managing inventories and continuous improvement across every aspect of our business is yielding strong results. We are especially proud of the exciting innovations on the horizon for our consumers’ kitchens and laundry rooms. The region is well-positioned JOE LIOTINE to build on the strong momentum generated EVP and President | Whirlpool North America in 2018. Latin America In Latin America, we remain optimistic and confident in our ability to execute in an uncertain environment while we continue to focus on earning trust and creating demand every day. Despite challenging political and economic uncertainties, our teams launched new products and increased market share. Our manufacturing processes drove new efficiencies, elevated quality and delivered strong cost take-out across our operations. Our outstanding talent and commitment to innovation position us well JOÃO BREGA to deliver exceptional results. EVP and President | Whirlpool Latin America Whirlpool Corporation | 2 01 8 A NNUA L R EP ORT 6


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    EMEA Operational and external challenges continued to weigh on EMEA results during 2018. We announced new strategic actions to recapture volume, right-size the business and return to profitability. We are also committed to refocusing our marketplace investments toward our most profitable segments to ensure that we not only drive higher volumes, but also capitalize on new product innovation and strengthen relationships with our trade MARC BITZER customers. All these actions give us Chairman and Chief Executive Officer confidence we will return to profitability in the EMEA region. Asia Asia had a year of solid performance. Despite strong headwinds and currency volatility, our India operations continued to gain share and drive revenue growth. Operations in China have also made significant progress in improving profitability by delivering strong product price/mix and ongoing cost productivity. In addition, our operations in other Asian countries continued to improve along many metrics, including improved margins. Our teams in Asia are prepared to continue delivering SAM WU shareholder value in 2019. EVP and President | Whirlpool Asia 7 Whirlpool Corporation | 2018 ANN UAL R E P ORT


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    Our Whirlpool Corporation stands as the world’s leading manufacturer of major home appliances(a), continuously investing in quality and innovative solutions that improve lives at home and earn brand loyalty. As the world changes, our brand portfolio and focus remain on the Brands forefront of delivering the very best consumer experiences. Rapid advances in the digital world drive increased opportunities for our brands and products as we continue to maximize efficiencies, expand interaction with consumers, and provide brand and service leadership. *


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    CONNECTING TO OUR CUSTOMERS Design and purposeful innovation are informed by increased consumer engagement. The enhanced connectivity of our smart appliance suites simplifies and improves the consumer experience through the delivery of consumer insights and software upgrades. Consumers enjoy a connected experience with our appliances that continues well beyond the point of purchase. Consumer needs and preferences vary by region. Therefore, we design globally and tailor our products regionally to deliver the best solutions for every consumer. For some regions, innovation means greater simplicity, while for others, intelligent, responsive and voice-activated appliances enrich the consumer journey. CONNECTING INNOVATION AND DESIGN We’re proud of the progress we’ve made in innovation and design, and our product leadership commitments were recognized in early 2019 through 16 iF awards and five CES awards. CONNECTING TO OUR PAST KitchenAid brand is celebrating its 100th year of delivering iconic, innovative and advanced products that empower creativity in the kitchen — transforming it into a place of joy and inspiration. To celebrate our rich heritage and 100 years of making memories, KitchenAid launched limited-edition, heritage-inspired Misty Blue and Passion Red appliances, with birthday celebrations across the globe. 9 Whirlpool Corporation | 2018 ANN UAL R E P ORT


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    CONNECTING TODAY AND TO THE FUTURE Whirlpool brand launched our Smart All-In-One Washer & Dryer, with intuitive controls that guide owners to the appropriate cycle combinations, eliminating extra steps and adapting to consumers’ routines. Its slim design and ventless technology make it ideal for small, urban apartments, or for installation next to a bedroom to delight houseguests with convenience at their fingertips.(c) Yummly Guided Cooking and voice- enabled devices have integrated with our select Whirlpool smart ranges, providing consumers the ease of sending cooking instructions directly to the range.(d) WLabs innovation incubator is the embodiment of Whirlpool Corporation’s commitment to finding new solutions to consumers’ real-life problems. With a dedicated team focused solely on finding new ways to serve consumers, WLabs keeps Whirlpool Corporation at the forefront of product innovation. Recent accomplishments include a smart countertop oven with voice control using a compatible voice-enabled device(e) and scan-to-cook technology(f), the Zera Food Recycler and the introduction of the Whirlpool Connected Hub Wall Oven concept, an innovation award honoree at CES. Whirlpool Corporation | 2 01 8 A NNUA L R EP ORT 10


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    In North America, JennAir launched our Bound By Nothing campaign, a fashion- forward, creative and digital relaunch of the JennAir brand. JennAir revealed an enhanced digital platform that includes integrations with Google Home™, Amazon®, Nest® and Yummly and spans the brand’s new product lines, NOIR and RISE. Pushing the boundaries of appliance design, JennAir introduced limited- edition pieces to bring artistry and craftsmanship to the kitchen. EMEA launched the KitchenAid Combi Tall 400, enhancing the kitchen with a “walk-in wardrobe” effect. Also, exclusive to EMEA, the Whirlpool W Collection product portfolio includes a connected range with an oven featuring the patented MultiSense Probe for monitoring food temperature and a fridge freezer featuring intelligent food preservation. Our W Collection cooking ranges won both prestigious iF and Red Dot Design awards. 11 Whirlpool Corporation | 2018 ANN UAL R E P ORT


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    REINVENTING OUR VALUE CHAIN ON A GLOBAL SCALE Transforming our value chain remains a top business priority as we strive to deliver best-in- class products at a competitive cost and create a sustainable advantage for our company. We are achieving this through our globally aligned World Class Manufacturing (WCM) Methodology, and continuing to improve the efficiency and effectiveness of operations worldwide. We are making significant progress in the integration of product and processes, which is driving a step function improvement in safety, quality and productivity. Our flexible network continues to enable supply chain efficiency, while driving best-in- class delivery to our customers. Our global manufacturing strategy enables us to speak the same language and utilize common metrics across each of our operating regions. Transformative efforts to modernize our manufacturing operations with improved data visibility, the introduction of smart automation and application of disruptive technologies will further enable speed and efficiency. The efforts to reinvent our value chain position Whirlpool Corporation as difference-makers in the appliance industry and have set us on the path to success for many years to come. Whirlpool Corporation | 20 18 A NNUA L R EP ORT 12


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    Our global operations made great strides in their World Class Manufacturing journey during 2018 Whirlpool Corporation | 2018 ANN UAL R E P ORT


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    CONNECTING TOP TALENT AND CROSS-FUNCTIONAL TEAMWORK TO BRING OUT OUR BEST We realize that the dedication and talent of our employees is the reason our products are invited into homes across the globe. Our collaborative and cross-functional teams, diversity of thought and inclusive culture create an environment where our people can do their best work every day. Employee Resource Groups are essential to our culture, and continue to attract, engage and retain a diverse workforce and drive an inclusive workplace. As part of these continued efforts, and as a Catalyst CEO Champion for Change, CEO Marc Bitzer pledged to increase the representation of women in senior positions, a commitment that supports and empowers women in their careers. Our new Integrity Manual defines Whirlpool Corporation’s principles for ethical business conduct through a modernized, principles- and values-based approach, forming the moral compass of everything we do at Whirlpool Corporation, and provides a strong foundation for continued enhancement of our culture of integrity. >15 EMPLOYEE RESOURCE GROUPS including groups with a focus on young professionals, women, LGBT Pride and veterans who help raise awareness for Whirlpool Corporation’s inclusive workplace culture Whirlpool Corporation | 2 01 8 A NNUA L R EP ORT 14


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    CONNECTING TO OUR COMMUNITIES We believe in the power of strong communities. Connections to the places where we operate and live are important to our company and employees, knowing our efforts can ignite change for good. We encourage our brands and employees to get involved Our social efforts focus on four areas: health and wellness, and give back to their communities through volunteer housing, education and community stability. opportunities. Whirlpool Corporation supports Habitat for This year we joined with our regional communities and Humanity International®, United Way®, Instituto Consulado served Habitat for Humanity on the 2018 Jimmy and da Mulher®, Boys & Girls Clubs of America and the Rosalynn Carter Work Project in Mishawaka, Indiana. Our International Red Cross®. teams supported the blitz building of 20 homes in just one week and hosted a community-wide homeowner dinner for new resident families with celebrity chef Gail Simmons. > 267,000 Whirlpool Corporation supplies a range and refrigerator to every Habitat home in the U.S. and Canada. VOLUNTEERED HOURS for charitable causes by Whirlpool employees in 2018 15 Whirlpool Corporation | 2018 ANN UAL R E P ORT


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    CONNECTING TO A MORE SUSTAINABLE TOMORROW At Whirlpool, a simple purpose guides us: Improve the way people live, for today and for future generations. Our size and global presence enable powerful reach and direct impact to change lives for the better, and our experience and results prove sound corporate citizenship and environmental performance are also good business. Sustainability is integrated in our decisions about how we operate plants, design products, empower our people and support communities. It is central to upholding our promise to earn the trust of our stakeholders every day — and to do it for generations to come. Significantly Reducing Emissions Scope 1 + 2 (metric tons of CO2eq) IN OUR 1,000,000 PLANTS 750,000 Whirlpool has long been committed to reducing the 500,000 910,000 833,000 809,000 753,000 633,000 water and energy intensity of our operations. In 2018 250,000 we made further progress, lowering our combined Scope 1 and 2 emissions by nearly 7 percent from 0 the prior year. Renewables help reduce carbon 2005 2016 2017 2018 2025 emissions, and Whirlpool is one of the largest on-site In 2017, after reaching our 2020 energy and water efficiency users of wind energy in the U.S. In 2018, we expanded reduction targets three years early, we set more ambitious goals our wind generation by adding three turbines at our related to GHG emissions in our operations: By 2025, a 30 percent manufacturing facility in Greenville, Ohio, that are reduction in Scope 1, 2 emissions from our 2005 baseline. now fully operational. Our U.S. on-site wind energy program will additionally award $900,000 in STEM While Improving the Efficiency of Our Products scholarships to local students over 20 years. We also Scope 3 Product in Use (lifetime metric tons of CO2eq) took strides toward our goal of zero waste to landfill 200,000,000 by 2022. In 2018, eight of our manufacturing 79,200,000 78,500,000 76,200,000 facilities across multiple regions achieved 150,000,000 New target in progress 155,500,000 zero-waste status. 100,000,000 Improving how we measure performance is another 50,000,000 important priority of our sustainability efforts. In 2018, 0 we implemented our first global environment, health 2005 2016 2017 2018 2025 and safety (EHS) IT solution. The global cloud-based In order to improve transparency and robustness, we have developed software platform improves data management, enables a new Global Emissions Management System to determine our global easier tracking for regulatory compliance, better footprint in all regions and all models, tying over 12 unique systems maintains a safe workplace through the monitoring into one global reporting capability. This system will be able to begin of open actions and risks, and protects the health of to track from 2016 data in a systematic way, greatly improving our ability employees and the public. to act strategically to lower our product portfolio’s carbon footprint. Whirlpool Corporation | 20 18 A NNUA L R EP ORT 16


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    WITH OUR PRODUCTS Across our global regions Whirlpool leads with innovations that enable our products to operate with greater environmental efficiency. We focus on features like adaptable use to lower overall energy/water/detergent demand while increasing performance. The Brastemp Double Wash, for example, is the only washer in Brazil with two independent baskets that can operate at the same time. Different fabrics and colors can be washed with different soap, softener and water, and, for less-than-full loads, the smaller basket is used to save water. We’ve pledged to use 44,000+ BY INVESTING IN TONS OF RECYCLED PLASTIC in our European products by 2025 PEOPLE We succeed when Whirlpool employees succeed. In Europe, the new Hotpoint 45 cm Dishwasher with ActiveEco Fostering a diverse, inclusive and engaging work technology guarantees A++ energy efficiency. An innovative culture that encourages everyone to bring their best system automatically opens the door during the drying self to work is fundamental to our success. That’s phase to allow natural air to enter for reduced energy use. why we are proud to have attained a perfect score We’re also focused on efficient material inputs in our products. from the Human Rights Campaign’s U.S. Corporate In conjunction with an EU initiative, we’ve pledged to use Equality Index for 15 consecutive years, and to be over 44,000 tons of recycled plastics in our named a DiversityInc Top Noteworthy Company, which recognizes top organizations for diversity and European products by 2025. inclusion management. We are also committed to best-in-class employee benefits, and in 2018 affirmed our commitment to families through an expanded parental leave program in the U.S. that provides up to 12 weeks of paid leave. Our commitments to philanthropy and volunteerism span many initiatives and priorities, and one of the most meaningful is our 19-year affiliation with Habitat for Humanity. Whirlpool has developed active programs in more than 45 countries with a commitment of more than $107 million. In the United States and Canada, the company has donated nearly 200,000 ranges and refrigerators. 17 Whirlpool Corporation | 2018 ANNUAL R E P ORT


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    OUR FINANCIAL POSITION A Message from Jim Peters, Chief Financial Officer The decisive actions we took in 2018 resulted in an all-time record ongoing earnings per share, EBIT margin expansion in our North American region and strong free cash flow, driven primarily through disciplined working capital management, including significant improvements in inventory efficiencies. We were able to deliver strong results in the face of significant levels of global trade and economic uncertainty and maintain our financial flexibility, while investing in our business and returning a record amount of cash to shareholders. Balanced approach to capital allocation Our year-end debt levels remain temporarily elevated as we Our capital allocation strategy remains unchanged: fund entered into a $1 billion term loan agreement in the second the business and our strategic investments while returning quarter of 2018. The term loan funded accelerated share cash to shareholders. A review of our 2018 allocation results repurchases of $1 billion through a modified Dutch auction highlights our continued commitment to this strategy. tender offer. Upon completion of the Embraco compressor business unit sale in 2019, the term loan will be paid in full Funding the business and our capital structure will return to recent historical levels. In 2018, we continued to fund our ongoing operations, We are focused on maintaining an optimal capital structure investing more than $1 billion in innovation through capital while maintaining a strong investment-grade credit rating. expenditures and R&D. These investments enabled us to launch numerous innovative products, such as our Whirlpool Returning cash to shareholders branded kitchen suite, which features smart ovens that We returned an all-time record $1.5 billion to shareholders integrate with Yummly Guided Cooking and support voice in 2018. We increased our quarterly dividend for the sixth commands using compatible voice-enabled devices, as well consecutive year and repurchased $1.2 billion of common as an industry-first low profile microwave that fits and vents stock. In line with our balanced approach to capital allocation, like an oven hood. We also made significant investments in we remain committed to delivering strong returns for our our Laundry category, highlighted by the recent launch of shareholders in 2019 and beyond. our new North America front-load line, which includes our connected, All-in-One washer/dryer combo. Additionally, In closing, we remain firmly committed to funding our we invested in new technology and automation in our business across the globe, ensuring we provide innovative manufacturing facilities around the globe as we continue to products for our consumers at all times. We remain focused execute our “World Class Manufacturing” strategy. These on maintaining the appropriate financial flexibility to drive examples provide just a glimpse into the investments being growth and deliver strong results in the face of significant made across the company, further solidifying our position levels of global trade and economic uncertainty. This will as a global leader in the home appliance industry. These ensure we progress steadily toward our long-term financial investments ensure we continue to put Whirlpool Corporation goals and generate strong returns for our shareholders in the in a position to deliver connected and innovative home years to come. appliances that make consumers’ lives easier every day. Maintaining liquidity Given the elevated levels of macroeconomic volatility and global trade uncertainty in 2018, we continue to focus on maintaining strong liquidity and appropriate financial James W. Peters flexibility. This year, we finished with approximately $1.5 billion Executive Vice President and in cash on hand and approximately $3.5 billion in available Chief Financial Officer credit facilities. Whirlpool Corporation | 2 01 8 A NNUA L R EP ORT 18


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    FINANCIAL HIGHLIGHTS Ongoing Earnings per Diluted Share The reconciliation provided below reconciles the non-GAAP financial measure of ongoing earnings per diluted share with the most directly comparable GAAP financial measure, net earnings per diluted share available to Whirlpool, for the twelve months ended December 31, 2018, 2017 and 2016. The earnings per diluted share GAAP measure and ongoing business measure are presented net of tax, while each adjustment is presented on a pre-tax basis. The aggregate income tax impact of the taxable components of each adjustment is presented in the income tax impact line item at our 2018, 2017 and 2016 full-year tax rates of 6.6%, 14.7% and 16.6%, respectively. EARNINGS PER DILUTED SHARE Twelve Months Ended December 31, 2016 2017 2018 Reported measure $11.50 $ 4.70 $ (2.72) Restructuring expense 2.24 3.70 3.68 Acquisition-related transition costs 1.11 Legacy product warranty and liability expense (0.30) Out-of-period adjustment 0.27 France antitrust settlement 1.53 Impairment of goodwill and intangibles 11.11 Trade customer insolvency 0.45 Divestiture related transition costs 0.32 Income tax impact (0.49) (0.56) (0.29) Normalized tax rate adjustment 5.63 1.25 Share adjustment (0.17) Ongoing measure $14.06 $13.74 $15.16 For more information on the adjustments and additional reconciliations of non-GAAP measures, such as free cash flow and ongoing earnings before interest and taxes (EBIT), to the most directly comparable GAAP financial measure, see page 32 of the 2018 Form 10-K included with this annual report, or the document titled “GAAP Reconciliations” at Investors.WhirlpoolCorp.com/financial-information/annual-reports. Performance Graph The graph below compares the yearly dollar change in the cumulative total stockholder return on our common stock against the cumulative total return of Standard & Poor’s [S&P] Composite 500 Stock Index and the cumulative total return of the S&P 500 Household Durables Index for the last five fiscal years.** The graph assumes $100 was invested on December 31, 2013, in Whirlpool Corporation common stock, the S&P 500 and the S&P 500 Household Durables Index. **Cumulative total return is measured by dividing [1] the sum of [a] the cumulative amount of the dividends for the measurement period, assuming dividend reinvestment, and [b] the difference between share price at the end and at the beginning of the measurement period by [2] the share price at the beginning of the measurement period. Total Return to Shareholders (Includes reinvestment of dividends) ANNUAL RETURN PERCENTAGE Twelve Months Ended December 31, Company/Index 2014 2015 2016 2017 2018 Whirlpool Corporation 25.81% -22.72% 26.67% -4.91% -34.48% S&P 500 Index 13.69 1.38 11.96 21.83 -4.38 S&P 500 Household Durables 18.54 0.12 7.42 18.65 -34.18 INDEXED RETURNS Base Period Twelve Months Ended December 31, Company/Index 2013 2014 2015 2016 2017 2018 Whirlpool Corporation $100 $125.81 $ 97.23 $123.16 $117.11 $ 76.73 S&P 500 Index 100 113.69 115.26 129.05 157.22 150.33 S&P 500 Household Durables 100 118.54 118.68 127.48 151.25 99.56 Comparison of Cumulative Five-Year Total Return $200 $150 $100 $ 50 2013 2014 2015 2016 2017 2018 Whirlpool Corporation S&P 500 Index S&P 500 Household Durables 19 Whirlpool Corporation | 2018 ANN UAL R E P ORT


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    BOARD OF DIRECTORS Samuel R. Allen John D. Liu Corporate Governance and Audit Committee, Finance Committee Nominating Committee, Managing Partner, Richmond Hill Human Resources Committee Investments, LLC; Chief Executive Chairman and Chief Executive Officer, Officer, Essex Equity Management LLC Deere & Company James M. Loree Marc R. Bitzer Audit Committee, Corporate Governance Chairman and Chief Executive Officer, and Nominating Committee Whirlpool Corporation President and Chief Executive Officer, Stanley Black & Decker, Inc. Greg Creed Finance Committee, Harish Manwani Human Resources Committee Corporate Governance and Chief Executive Officer, Yum! Brands, Inc. Nominating Committee, Human Resources Committee Gary T. DiCamillo Senior Operating Partner, Audit Committee, Finance Committee The Blackstone Group L.P. President and Chief Executive Officer, Universal Trailer Corporation WIlliam D. Perez Finance Committee, Diane M. Dietz Human Resources Committee Corporate Governance and Former President and Chief Executive Nominating Committee, Officer, Wm. Wrigley Jr. Company Human Resources Committee President and Chief Executive Officer, Larry O. Spencer Rodan & Fields, LLC Corporate Governance and Nominating Committee, Finance Committee Gerri T. Elliott Former President, Air Force Association Audit Committee, Finance Committee Executive Vice President and Chief Michael D. White Sales and Marketing Officer, Audit Committee, Corporate Governance Cisco Systems, Inc. and Nominating Committee Former Chairman, President and Michael F. Johnston Chief Executive Officer, DIRECTV Audit Committee, Human Resources Committee Former Chairman of the Board and Chief Executive Officer, Visteon Corporation FOOTNOTES: Inside Front Cover, page 8, (a) Based on most recently EXECUTIVE COMMITTEE available publicly reported annual revenues. Page 5, (b) Based on 2018 Euromonitor data. Marc R. Bitzer Joseph T. Liotine Page 5, page 8, Inside Back Cover, Back Cover, Chairman and Chief Executive Officer Executive Vice President and President, *Whirlpool Corporation ownership of the Hotpoint Whirlpool North America brand in EMEA and Asia Pacific regions is not affiliated João C. Brega with the Hotpoint brand sold in the Americas. Executive Vice President and President, Carey L. Martin Amazon, Google Home, Habitat for Humanity Whirlpool Latin America Senior Vice President and International, Nest, United Way and certain other Chief Human Resources Officer trademarks are owned by their respective companies. Roberto H. Campos Page 10, (c) 240V electrical connection required. Senior Vice President, James W. Peters Page 10, (d) Appliance must be set to Remote Enable. Global Product Organization Executive Vice President and Features subject to change. Compatible, connected Chief Financial Officer Elizabeth A. Door appliance required. Details and privacy information at whirlpool.com/connect and yummly.com. Senior Vice President, Shengpo (Samuel) Wu Page 10, (e) Appliance must be set to Remote Enable. Global Strategic Sourcing Executive Vice President and President, Features subject to change. Details and privacy Whirlpool Asia information at whirlpool.com/connect. Kirsten J. Hewitt Senior Vice President and Page 10, (f) Select frozen foods only. Chief Legal Officer © 2019 Whirlpool Corporation. All rights reserved. Whirlpool Corporation | 2 01 8 A NNUA L R EP ORT 20


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    UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission file number 1-3932 WHIRLPOOL CORPORATION (Exact name of registrant as specified in its charter) Delaware 38-1490038 (State of Incorporation) (I.R.S. Employer Identification No.) 2000 North M-63, Benton Harbor, Michigan 49022-2692 (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 class Name of each exchange on which registered Common stock, par value $1 per share Chicago Stock Exchange and New York Stock Exchange 0.625% Senior Notes due 2020 New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: NONE Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one) Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No The aggregate market value of voting common stock of the registrant held by stockholders not including voting stock held by directors and executive officers of the registrant and certain employee plans of the registrant (the exclusion of such shares shall not be deemed an admission by the registrant that any such person is an affiliate of the registrant) at the close of business on June 29, 2018 (the last business day of the registrant's most recently completed second fiscal quarter) was $9,182,730,950. On February 8, 2019, the registrant had 63,569,688 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the following documents are incorporated herein by reference into the Part of the Form 10-K indicated: Document Part of Form 10-K into which incorporated The registrant's proxy statement for the 2019 annual meeting of stockholders (the "Proxy Statement") Part III


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    WHIRLPOOL CORPORATION ANNUAL REPORT ON FORM 10-K For the fiscal year ended December 31, 2018 TABLE OF CONTENTS PAGE PART I Item 1. Business 3 Item 1A. Risk Factors 9 Item 1B. Unresolved Staff Comments 17 Item 2. Properties 18 Item 3. Legal Proceedings 18 Item 4. Mine Safety Disclosures 18 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer 19 Purchases of Equity Securities Item 6. Selected Financial Data 20 Management's Discussion and Analysis of Financial Condition and Results of Item 7. Operations 22 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 43 Item 8. Financial Statements and Supplementary Data 44 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 93 Item 9A. Controls and Procedures 93 Item 9B. Other Information 93 PART III Item 10. Directors, Executive Officers and Corporate Governance 94 Item 11. Executive Compensation 94 Security Ownership of Certain Beneficial Owners and Management and Related 94 Item 12. Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence 95 Item 14. Principal Accounting Fees and Services 95 PART IV Item 15. Exhibits, Financial Statement Schedules 96 Item 16. Form 10-K Summary 96 SIGNATURES 103


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    PART I ITEM 1. BUSINESS Our Company More than 100 years of delivering value one moment at a time Whirlpool Corporation ("Whirlpool"), the world's leading major home appliance company, was incorporated in 1955 under the laws of Delaware and was founded in 1911. Whirlpool manufactures products in 14 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 $21 billion in annual sales and 92,000 employees in 2018. As used herein, and except where the context otherwise requires, "Whirlpool," "the Company," "we," "us," and "our" refer to Whirlpool Corporation and its consolidated subsidiaries. The world's leading major home appliance company claim is based on most recently available publicly reported annual revenues among leading appliance manufacturers. Our Strategic Architecture Our strategic architecture is the foundational component that drives our shareholder value creation. Below are the key components of our strategic architecture. Unique Global Position Whirlpool Corporation is committed to delivering significant, long-term value to both our consumers and our shareholders. For consumers, we deliver value through innovative, high-quality products that solve everyday problems. For our shareholders, we seek to deliver differentiated value through our four strategic pillars: global leading manufacturer, best brand portfolio, legacy of innovation and best cost position. 3


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    Global Leading Best Brand Legacy of Best Cost Manufacturer Portfolio Innovation Position Global Leading Manufacturer We are the world's leading major home appliance company. Our leading position includes a balance of developed countries and emerging markets. As demand recovers in key emerging markets, we believe we are well positioned to benefit and convert this demand into profitable growth. Best Brand Portfolio We have the best brand portfolio in the industry, including six brands with more than $1 billion in revenue. We aim to position these desirable brands across many consumer segments. Our sales are led by our global brands, including Whirlpool and KitchenAid. Whirlpool is trusted throughout the world as a brand that delivers innovative care daily. Our KitchenAid brand brings a combination of innovation and design that inspires and fuels the passion of chefs, bakers and kitchen enthusiasts worldwide. These two brands are the backbone of our strategy to offer differentiated products that provide exceptional performance and desirable features while remaining affordable to consumers. We also have a number of strong regional and local brands, including Maytag, Brastemp, Consul, Hotpoint*, Indesit, and Bauknecht. These brands add to our unmatched depth and breadth of appliance offerings and help us provide products that are tailored to local consumer needs and preferences. Legacy of Innovation Whirlpool Corporation has been responsible for a number of first-to-market innovations. These include the first electric wringer washer in 1911, the first residential stand mixer in 1919, the first countertop microwave in 1967 and the first energy and water efficient top-load washer in 1998. We are proud of our legacy of innovation. While we are proud of that legacy, we are also committed to innovating for a new generation of consumers. Our world- class innovation pipeline has accelerated over the last few years, driven by consistent innovation funding and a *Whirlpool ownership of the Hotpoint brand in the EMEA and Asia Pacific regions is not affiliated with the Hotpoint brand sold in the Americas. 4


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    passionate culture of employees focused on bringing new technologies to market. This year, we launched more than 100 new products throughout the world, and we are committed to further accelerating our pace of innovation. As the shift to digital continues, consumers are beginning to desire connected appliances which fit seamlessly into the larger home ecosystem. We are excited to bring new connected technologies to market, including scan-to-cook, voice control, and remote service diagnostics. Whether developed internally or with one of our many collaborators, we believe these digitally-enabled services will increasingly enhance the appliance experience for our consumers. Whirlpool manufactures and markets a full line of major home appliances and related products. Our principal products are laundry appliances, refrigerators and freezers, cooking appliances, dishwashers, mixers and other small domestic appliances. We also produce hermetic compressors for refrigeration systems. The following chart provides the percentage of net sales for each of our product categories which accounted for 10% or more of our consolidated net sales over the last three years: Best Cost Position As the number one major appliance manufacturer in the world, we have a cost benefit on everything we do based on scale, and are committed to a relentless focus on cost efficiency. Our global scale enables our local-for-local production model. We are focused on producing as efficiently as possible and at scale throughout the world. As the global environment continues to change, we believe our strong capabilities for cost takeout allow us to effectively cope with macroeconomic challenges, and we see additional opportunities to further streamline our cost structure. For example, we are on a journey to reduce the complexity of our designs and product platforms. This initiative, among many others, will enable us to utilize increased modular production, improved scale in global procurement, and further streamline our day-to-day manufacturing operations. We believe our cost position is clearly differentiated in the appliance industry and we are committed to even further improvement, creating strong levels of value for our shareholders, regardless of the external environment. 5


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    Value Creation Framework Our long-term value creation framework is built upon the strong foundation we have in place: our industry-leading brand portfolio and robust product innovation pipeline, supported by our global operating platform and executed by our exceptional employees throughout the world. We measure these value-creation components by focusing on the following key metrics: Profitable Growth Margin Expansion Cash Conversion Innovation-fueled Drive cost and Asset efficiency growth at or above price/mix to grow converts profitable the market profitability growth to cash 3-5% 10% 5-6% Annual Organic EBIT Margin FCF as % of Net Sales Net Sales Growth Net Earnings YoY (Loss) Ongoing Ongoing Cash Provided Free Cash FCF as % of Net Sales Change Available to EBIT EBIT Margin by Operating Flow (1) Net Sales Margin (1) YoY Change Activities (1) Whirlpool (1) 2018 $21.0B (1.0)% ($183)M 6.3% (0.1)% $1,229M $853M 4.1% 2017 $21.3B 2.6% $350M 6.4% (0.9)% $1,264M $707M 3.3% 2016 $20.7B (0.8)% $888M 7.3% 0.4% $1,203M $630M 3.0% (1) Net Earnings (Loss) Available to Whirlpool and Cash Provided by Operating Activities are the most comparable GAAP measures to Ongoing Earnings before Interest and Taxes (EBIT) Margin and Free Cash Flow, respectively, which are non-GAAP financial measures. For additional information and a reconciliation of these non-GAAP financial measures, see the Non-GAAP Financial Measures section in Management's Discussion and Analysis of this Form 10-K. Capital Allocation Strategy We take a balanced approach to capital allocation by focusing on the following key metrics: Fund the Business Target Capex: 3%+ of net sales Capex / R&D R&D: ~3% of net sales Mergers & Acquisitions Explore value-creating M&A to accelerate strategy Return to Shareholders Target Dividends 25-30% of trailing 12-month ongoing net earnings Share Repurchase Continued repurchasing opportunistically Targeted Capital Structure Maintain strong investment grade rating; target gross Debt/EBITDA of ~2.0 We remain confident in our ability to effectively manage our business through macroeconomic volatility and expect to continue delivering long-term value for our shareholders. 6


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    Regional Business Summary North America In the United States, we market and distribute major home appliances and small domestic appliances primarily under the Whirlpool, Maytag, KitchenAid, JennAir, Amana, Roper, Admiral, Affresh and Gladiator brand names primarily to retailers, distributors and builders. In Canada, we market and distribute major home appliances primarily under the Admiral, Whirlpool, Maytag, JennAir, Amana, Roper, Estate, Inglis, Speed Queen and KitchenAid brand names. We sell some products to other manufacturers, distributors, and retailers for resale in North America under those manufacturers' and retailers' respective brand names. Europe, Middle East and Africa (EMEA) In EMEA, we market and distribute our major home appliances primarily under the Whirlpool, Hotpoint*, Bauknecht, Indesit, Ignis, Maytag, Laden and Privileg brand names. We also market major home appliances and small domestic appliances under the KitchenAid brand name. We market and distribute a full line of products under the Whirlpool and KIC brand names in South Africa. We also market and distribute products under the Whirlpool, Bauknecht, Maytag, Indesit, Amana and Ignis brand names to distributors and dealers in Africa and the Middle East. In addition to our operations in Western and Eastern Europe, Turkey and Russia, we have a sales subsidiary in Morocco. Latin America In Latin America, we market and distribute our major home appliances and small domestic appliances primarily under the Consul, Brastemp, Whirlpool, KitchenAid and Acros brand names. We manage sales and distribution through our local entities in Brazil, Argentina, Mexico, Chile, Peru, Ecuador, Colombia and Guatemala. We also serve the countries of Bolivia, Paraguay, Uruguay, Venezuela, and certain Caribbean and Central America countries, where we manage appliances sales and distribution through accredited distributors. Our Latin America operations also produce hermetic compressors for refrigeration systems, which business is currently in the process of sale. Asia In Asia, we have organized the marketing and distribution of our major home appliances and small domestic appliances into five operating groups. These five groups are: (1) mainland China; (2) Hong Kong, Taiwan, Korea and Japan; (3) India, which includes Bangladesh, Sri Lanka, Nepal and Pakistan; (4) Oceania, which includes Australia, New Zealand and Pacific Islands; and (5) Southeast Asia, which includes Thailand, Singapore, Malaysia, Indonesia, Vietnam, the Philippines, and Myanmar. We market and distribute our products in Asia primarily under the Whirlpool, Maytag, KitchenAid, Ariston, Indesit, Bauknecht, Sanyo, Diqua, and Royalstar brand names through a combination of direct sales to appliance retailers and chain stores and through full-service distributors to a large network of retail stores. *Whirlpool ownership of the Hotpoint brand in the EMEA and Asia Pacific regions is not affiliated with the Hotpoint brand sold in the Americas. 7


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    Competition Competition in the major home appliance industry is intense, including competitors such as Arcelik, Bosch Siemens, Electrolux, Haier, Kenmore, LG, Mabe, Midea, Panasonic and Samsung, many of which are increasingly expanding beyond their existing manufacturing footprint. The competitive environment includes the impact of a changing retail environment, including the shifting of consumer purchase practices towards e-commerce and other channels. Moreover, our customer base includes large, sophisticated trade customers who have many choices and demand competitive products, services and prices. We believe that we can best compete in the current environment by focusing on introducing new and innovative products, building strong brands, enhancing trade customer and consumer value with our product and service offerings, optimizing our regional footprint and trade distribution channels, increasing productivity, improving quality, lowering costs, and taking other efficiency-enhancing measures. Raw Materials and Purchased Components We are generally not dependent upon any one source for raw materials or purchased components essential to our business. In areas where a single supplier is used, alternative sources are generally available and can be developed within the normal manufacturing environment. Some supply disruptions and unanticipated costs may be incurred in transitioning to a new supplier if a prior single supplier relationship was abruptly interrupted or terminated. In the event of a disruption, we believe that we will be able to qualify and use alternate materials, sometimes at premium costs, and that such raw materials and components will be available in adequate quantities to meet forecasted production schedules. Trademarks, Licenses and Patents We consider the trademarks, copyrights, patents, and trade secrets we own, and the licenses we hold, in the aggregate, to be a valuable asset. Whirlpool is the owner of a number of trademarks in the United States and foreign countries. The most important trademarks to North America are Whirlpool, Maytag, JennAir, KitchenAid and Amana. The most important trademarks to EMEA are Whirlpool, KitchenAid, Bauknecht, Indesit, Hotpoint* and Ignis. The most important trademarks to Latin America are Consul, Brastemp, Whirlpool, KitchenAid and Acros. The most important trademarks to Asia are Whirlpool and Royalstar (which is licensed to us). We receive royalties from licensing our trademarks to third parties to manufacture, sell and service certain products bearing the Whirlpool, Maytag, KitchenAid, Amana and Bauknecht brand names. We continually apply for and obtain United States and foreign patents. The primary purpose in obtaining patents is to protect our designs, technologies and products. Protection of the Environment Our manufacturing facilities are subject to numerous laws and regulations designed to protect or enhance the environment, many of which require federal, state, or other governmental licenses and permits with regard to wastewater discharges, air emissions, and hazardous waste management. Our policy is to comply with all such laws and regulations. Where laws and regulations are less restrictive, we have established and are following our own standards, consistent with our commitment to environmental responsibility. We believe that we are in compliance, in all material respects, with presently applicable governmental provisions relating to environmental protection in the countries in which we have manufacturing operations. Compliance with these environmental laws and regulations did not have a material effect on capital expenditures, earnings, or our competitive position during 2018 and is not expected to be material in 2019. The entire major home appliance industry, including Whirlpool, must contend with the adoption of stricter government energy and environmental standards. These standards have been and continue to be phased in over the past several years and include the general phase-out of ozone-depleting chemicals used in refrigeration, and energy and related standards for selected major appliances, regulatory restrictions on the materials content specified for use in our products by some jurisdictions and mandated recycling of our products at the end of their useful lives. Compliance with these various standards, as they become effective, will require some product redesign. However, we believe, based on our understanding of the current state of proposed regulations, that we will be able to develop, manufacture, and market products that comply with these regulations. Whirlpool participates in environmental assessments and cleanup at a number of locations globally. These include operating and non-operating facilities, previously owned properties and waste sites, including "Superfund" (under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA)) sites. However, based upon our *Whirlpool ownership of the Hotpoint brand in the EMEA and Asia Pacific regions is not affiliated with the Hotpoint brand sold in the Americas. 8


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    evaluation of the facts and circumstances relating to these sites along with the evaluation of our technical consultants, we do not presently anticipate any material adverse effect on our financial statements arising out of the resolution of these matters or the resolution of any other known governmental proceeding regarding environmental protection matters. Other Information For information about the challenges and risks associated with our foreign operations, see "Risk Factors" under Item 1A. Whirlpool is a major supplier of laundry, refrigeration, cooking and dishwasher home appliances to Lowe's, a North American retailer. Net sales attributable to Lowe's in 2018, 2017 and 2016, were approximately 12%, 10% and 9%, respectively, of our consolidated net sales. For certain other financial information concerning our business segments and foreign and domestic operations, see Note 15 to the Consolidated Financial Statements. For information on our global restructuring plans, and the impact of these plans on our operating segments, see Note 13 to the Consolidated Financial Statements. Executive Officers of the Registrant The following table sets forth the names and ages of our executive officers on February 12, 2019, the positions and offices they held on that date, and the year they first became executive officers: First Became an Executive Name Office Officer Age Marc R. Bitzer Chairman of the Board, President and Chief Executive Officer 2006 54 James W. Peters Executive Vice President and Chief Financial Officer 2016 49 João C. Brega Executive Vice President and President, Whirlpool Latin America 2012 55 Joseph T. Liotine Executive Vice President and President, Whirlpool North America 2014 46 Shengpo (Samuel) Wu Executive Vice President and President, Whirlpool Asia 2019 52 The executive officers named above were elected by our Board of Directors to serve in the office indicated until the first meeting of the Board of Directors following the annual meeting of stockholders in 2019 and until a successor is chosen and qualified or until the executive officer's earlier resignation or removal. Each of our executive officers has held the position set forth in the table above or has served Whirlpool in various executive or administrative capacities for at least the past five years, except for Mr. Wu. Prior to joining Whirlpool in February 2017, Mr. Wu for the previous five years served as President and Chief Executive Officer, Asia Pacific, of Osram GmbH, and before joining Osram in 2012, worked for Honeywell Process Solutions and General Electric in various leadership roles. Available Information Financial results and investor information (including Whirlpool's Form 10-K, 10-Q, and 8-K reports) are accessible at Whirlpool's website: investors.whirlpoolcorp.com. Copies of our Form 10-K, 10-Q, and 8-K reports and amendments, if any, are available free of charge through our website on the same day they are filed with, or furnished to, the Securities and Exchange Commission. ITEM 1A. RISK FACTORS This report contains statements referring to Whirlpool that are not historical facts and are considered "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, which are intended to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, are based on current projections about operations, industry conditions, financial condition and liquidity. Words that identify forward-looking statements include words such as "may," "could," "will," "should," "possible," "plan," "predict," "forecast," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe," "may impact," "on track," and words and terms of similar substance used in connection with any discussion of future operating or financial performance, an acquisition or merger, or our businesses. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking 9


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    statements. Those statements are not guarantees and are subject to risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual results could differ materially and adversely from these forward-looking statements. We have listed below what we believe to be the most significant strategic, operational, financial, and legal and compliance risks relating to our business. STRATEGIC RISKS We face intense competition in the major home appliance industry and failure to successfully compete could negatively affect our business and financial performance. Each of our operating segments operates in a highly competitive business environment and faces intense competition from a growing number of competitors, many of which have strong consumer brand equity. Several of these competitors, such as those set forth in the Business section of this annual report, are large, well-established companies, many ranking among the Global Fortune 150, and have demonstrated a commitment to global success. We also face competition that may be able to quickly adapt to changing consumer preferences, particularly in the connected appliance space. Moreover, our customer base includes large, sophisticated trade customers who have many choices and demand competitive products, services and prices. Competition in the global appliance industry is based on a number of factors including selling price, product features and design, performance, innovation, reputation, energy efficiency, quality, cost, distribution, and financial incentives, such as promotional funds, sales incentives, volume rebates and terms. Many of our competitors are increasingly expanding beyond their existing manufacturing footprints. Our competitors, especially global competitors with low-cost sources of supply and/or highly protected home marketplaces outside the United States, have aggressively priced their products and/or introduced new products to increase market share and expand into new geographies. Many of our competitors have established and may expand their presence in the rapidly changing retail environment, including the shifting of consumer purchasing practices towards e-commerce and other channels. If we are unable to successfully compete in this highly competitive environment, our business and financial performance could be negatively affected. The loss of, or substantial decline in, sales to any of our key trade customers, major buying groups, and builders could adversely affect our financial performance. We sell to a sophisticated customer base of large trade customers, including Lowe's and other large domestic and international trade customers, that have significant leverage as buyers over their suppliers. Most of our products are not sold through long-term contracts, allowing trade customers to change volume among suppliers. As the trade customers continue to become larger, they may seek to use their position to improve their profitability by various means, including improved efficiency, lower pricing, and increased promotional programs. If we are unable to meet their demand requirements, our volume growth and financial results could be negatively affected. The loss or substantial decline in volume of sales to our key trade customers, major buying groups, builders, or any other trade customers to which we sell a significant amount of products, could adversely affect our financial performance. Additionally, the loss of market share or financial difficulties, including bankruptcy and financial restructuring, by these trade customers could have a material adverse effect on our liquidity, financial position and results of operations. Failure to maintain our reputation and brand image could negatively impact our business. Our brands have worldwide recognition, and our success depends on our ability to maintain and enhance our brand image and reputation. Maintaining, promoting and growing our brands depends on our marketing efforts, including advertising and consumer campaigns, as well as product innovation. We could be adversely impacted if we fail to achieve any of these objectives or if, whether or not justified, the reputation or image of our company or any of our brands is tarnished or receives negative publicity. In addition, adverse publicity about regulatory or legal action against us, or product quality issues, could damage our reputation and brand image, undermine our customers' confidence in us and reduce long-term demand for our products, even if the regulatory or legal action is unfounded or not material to our operations. 10


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    In addition, our success in maintaining, extending and expanding our brand image depends on our ability to adapt to a rapidly changing media environment, including an ever-increasing reliance on social media and online dissemination of advertising campaigns. Inaccurate or negative posts or comments about us on social networking and other websites that spread rapidly through such forums could seriously damage our reputation and brand image. If we do not maintain, extend and expand our brand image, then our product sales, financial condition and results of operations could be materially and adversely affected. An inability to effectively execute and manage our business objectives could adversely affect our financial performance. The highly competitive nature of our industry requires that we effectively execute and manage our business objectives including our global operating platform initiative. Our global operating platform initiative aims to reduce costs, expand margins, drive productivity and quality improvements, accelerate our rate of innovation, generate free cash flow and drive shareholder value. An inability to effectively control costs and drive productivity improvements could affect our profitability. In addition, an inability to provide high-quality, innovative products could adversely affect our ability to maintain or increase our sales, which could negatively affect our revenues and overall financial performance. Additionally, our success is dependent on anticipating and appropriately reacting to changes in customer preferences, including the shifting of consumer purchasing practices towards e-commerce and other channels, and on successful new product development, including in the connected appliance space, and process development and product relaunches in response to such changes. Our future results and our ability to maintain or improve our competitive position will depend on our capacity to gauge the direction of our key product categories and geographic regions and upon our ability to successfully and timely identify, develop, manufacture, market, and sell new or improved products in these changing environments. Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products, services and brands. We consider our intellectual property rights, including patents, trademarks, copyrights and trade secrets, and the licenses we hold, to be a significant part and valuable aspect of our business. We attempt to protect our intellectual property rights through a combination of patent, trademark, copyright and trade secret laws, as well as licensing agreements and third party nondisclosure and assignment agreements. Our failure to obtain or adequately protect our trademarks, products, new features of our products, or our processes may diminish our competitiveness. We have applied for intellectual property protection in the United States and other jurisdictions with respect to certain innovations and new products, design patents, product features, and processes. We cannot be assured that the U.S. Patent and Trademark Office or any similar authority in other jurisdictions will approve any of our patent applications. Additionally, the patents we own could be challenged or invalidated, others could design around our patents or the patents may not be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage. Further, the laws of certain foreign countries in which we do business, or contemplate doing business in the future, do not recognize intellectual property rights or protect them to the same extent as United States law. As a result, these factors could weaken our competitive advantage with respect to our products, services, and brands in foreign jurisdictions, which could adversely affect our financial performance. Moreover, while we do not believe that any of our products infringe on enforceable intellectual property rights of third parties, others may assert intellectual property rights that cover some of our technology, brands, products, or services. Any litigation regarding patents or other intellectual property could be costly and time-consuming and could divert the attention of our management and key personnel from our business operations. Claims of intellectual property infringement might also require us to enter into costly license agreements or modify our products or services. We also may be subject to significant damages, injunctions against development and sale of certain products or services, or limited in the use of our brands. OPERATIONAL RISKS We face risks associated with our acquisitions and other investments and risks associated with our increased presence in emerging markets. From time to time, we make strategic acquisitions or divestitures, investments and participate in joint ventures. For example, we acquired Indesit and a majority interest in Hefei Sanyo in the fourth quarter of 2014, and we signed an agreement to sell our Embraco compressor business in 2018. These transactions, and other transactions that we have entered into or which we may enter into in the future, can involve significant challenges and risks, including 11


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    that the transaction does not advance our business strategy or fails to produce a satisfactory return on our investment. We may encounter difficulties in integrating acquisitions with our operations, applying our internal control processes to these acquisitions, managing strategic investments, and in overseeing the operations, systems and controls of acquired companies. For example, in 2017, we recorded an adjustment primarily for trade promotion accruals by our China business, which has been and remains subject to investigation by the relevant Chinese governmental authorities. We took certain remedial actions to strengthen internal controls as a result of our review of the conduct and processes involved. Integrating acquisitions and carving out divestitures is often costly and may require significant attention from management. Furthermore, we may not realize the degree, or timing, of benefits we anticipate when we first enter into a transaction. While our evaluation of any potential transaction includes business, legal and financial due diligence with the goal of identifying and evaluating the material risks involved, our due diligence reviews may not identify all of the issues necessary to accurately estimate the cost and potential loss contingencies of a particular transaction, including potential exposure to regulatory sanctions resulting from an acquisition target's previous activities or costs associated with any quality issues with an acquisition target's legacy products. In addition, liabilities may be retained by Whirlpool when closing a facility, divesting an entity or selling physical assets, and such liabilities may be material. Our growth plans include efforts to increase revenue from emerging markets, including through acquisitions. Local business practices in these countries may not comply with U.S. laws, local laws or other laws applicable to us or our compliance policies, which non-compliant practices may result in increased liability risks. For example, we may incur unanticipated costs, expenses or other liabilities as a result of an acquisition target's violation of applicable laws, such as the U.S. Foreign Corrupt Practices Act (FCPA) or similar worldwide anti-bribery laws in non-U.S. jurisdictions. We may incur unanticipated costs or expenses, including post-closing asset impairment charges, expenses associated with eliminating duplicate facilities, litigation, and other liabilities. In addition, our recent and future acquisitions may increase our exposure to other risks associated with operating internationally, including foreign currency exchange rate fluctuations; political, legal and economic instability; inflation; changes in tax rates and tax laws; and work stoppages and labor relations. Risks associated with our international operations may decrease our revenues and increase our costs. For the year ended December 31, 2018, international operations represent approximately 49% of our net sales. We expect that international sales will continue to account for a significant percentage of our net sales. Accordingly, we face numerous risks associated with conducting international operations, any of which could negatively affect our financial performance. These risks include the following: Political, legal, and economic instability and uncertainty Foreign currency exchange rate fluctuations Changes in foreign tax rules, regulations and other requirements, such as changes in tax rates and statutory and judicial interpretations of tax laws Changes in diplomatic and trade relationships, including sanctions resulting from the current political situation in countries in which we do business Inflation and/or deflation Changes in foreign country regulatory requirements, including data privacy laws. Various import/export restrictions and disruptions and the availability of required import/export licenses Imposition of tariffs and other trade barriers Managing widespread operations and enforcing internal policies and procedures such as compliance with U.S. and foreign anti-bribery, anti-corruption regulations and anti-money laundering, such as the FCPA, and antitrust laws Labor disputes and work stoppages at our operations and suppliers Government price controls The inability to collect accounts receivable 12


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    Limitations on the repatriation or movement of earnings and cash As a U.S. corporation, we are subject to the FCPA, which may place us at a competitive disadvantage to foreign companies that are not subject to similar regulations. Additionally, any determination that we have violated the FCPA or other anti-corruption laws could have a material adverse effect on us. Terrorist attacks, cyber events, armed conflicts, civil unrest, natural disasters, governmental actions and epidemics could affect our domestic and international sales, disrupt our supply chain, and impair our ability to produce and deliver our products. Such events could directly impact our physical facilities or those of our suppliers or customers. We may be subject to information technology system failures, network disruptions, cybersecurity attacks and breaches in data security, which may materially adversely affect our operations, financial condition and operating results. We depend on information technology to improve the effectiveness of our operations and to interface with our customers, consumers and employees, as well as to maintain financial accuracy and efficiency. Our business processes and data sharing across functions, suppliers, and vendors is dependent on information technology integration. The failure of any systems, whether internal or third-party, during normal operation, system upgrades, implementations, or connections, could disrupt our operations by causing transaction errors, processing inefficiencies, delays or cancellation of customer orders, the loss of customers, impediments to the manufacture or shipment of products, other financial and business disruptions, or the loss of or damage to intellectual property and the personally identifiable data of consumers and employees. In addition, we have outsourced certain information technology support services and administrative functions, such as system application maintenance and benefit plan administration, to third-party service providers and may outsource other functions in the future to achieve cost savings and efficiencies. If these service providers do not perform effectively, we may not achieve the expected cost savings and may incur additional costs to correct errors made by such service providers. Depending on the function involved, such errors may also lead to business disruption, processing inefficiencies or the loss of or damage to intellectual property and personally identifiable information through system compromise, or harm employee morale. Our information systems, or those of our third-party service providers, could also be impacted by inappropriate or mistaken activity of parties intent on extracting or corrupting information or disrupting business processes. Such unauthorized access could disrupt our business and could result in the loss of assets. Cybersecurity attacks are becoming more sophisticated and include malicious software, attempts to gain unauthorized access to data, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information, and corruption of data. These events could impact our customers, consumers, employees, third-parties and reputation and lead to financial losses from remediation actions, loss of business or potential liability or an increase in expense, all of which may have a material adverse effect on our business. Product-related liability or product recall costs could adversely affect our business and financial performance. We may be exposed to product-related liabilities, which in some instances may result in product redesigns, product recalls, or other corrective action. In addition, any claim, product recall or other corrective action that results in significant adverse publicity, particularly if those claims or recalls cause customers to question the safety or reliability of our products, may negatively affect our business, financial condition, or results of operations. We maintain product liability insurance, but it may not be adequate to cover losses related to product liability claims brought against us. Product liability insurance could become more expensive and difficult to maintain and may not be available on commercially reasonable terms, if at all. We may be involved in class action litigation for which we generally have not purchased insurance, and may be involved in certain other product recalls or other litigations or events for which insurance products may have limitations. 13


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    We regularly engage in investigations of potential quality and safety issues as part of our ongoing effort to deliver quality products to our customers. We are currently investigating certain potential quality and safety issues, and as appropriate, we undertake to effect repair or replacement of appliances. Actual costs of these and any future issues depend upon several factors, including the number of consumers who respond to a particular recall, repair and administrative costs, whether the cost of any corrective action is borne by us or the supplier, and, if borne by us, whether we will be successful in recovering our costs from the supplier. The actual costs incurred as a result of these issues and any future issues could have a material adverse effect on our business, financial condition or results of operations. The ability of suppliers to deliver parts, components and manufacturing equipment to our manufacturing facilities, and our ability to manufacture without disruption, could affect our global business performance. We use a wide range of materials and components in the global production of our products, which come from numerous suppliers around the world. Because not all of our business arrangements provide for guaranteed supply and some key parts may be available only from a single supplier or a limited group of suppliers, we are subject to supply and pricing risk. In addition, certain proprietary component parts used in some of our products are provided by single-source unaffiliated third-party suppliers. We would be unable to obtain these proprietary components for an indeterminate period of time if these single-source suppliers were to cease or interrupt production or otherwise fail to supply these components to us, which could adversely affect our product sales and operating results. Our operations and those of our suppliers are subject to disruption for a variety of reasons, including work stoppages, labor relations, intellectual property claims against suppliers, information technology failures, and hazards such as fire, earthquakes, flooding, or other natural disasters. Insurance for certain disruptions may not be available, affordable or adequate. Such disruption could interrupt our ability to manufacture certain products. Any significant disruption could negatively impact our revenue and/or earnings performance. Our ability to attract, develop and retain executives and other qualified employees is crucial to our results of operations and future growth. We depend upon the continued services and performance of our key executives, senior management and skilled personnel, particularly professionals with experience in our business and operations and the home appliance industry. We cannot be sure that any of these individuals will continue to be employed by us. In the case of talent losses, significant time is required to hire, develop and train skilled replacement personnel. An inability to hire, develop, transfer retained knowledge, engage and retain a sufficient number of qualified employees could materially hinder our business by, for example, delaying our ability to bring new products to market or impairing the success of our operations. A deterioration in labor relations could adversely impact our global business. As of December 31, 2018, we had approximately 92,000 employees. We are subject to separate collective bargaining agreements with certain labor unions, as well as various other commitments regarding our workforce. We periodically negotiate with certain unions representing our employees and may be subject to work stoppages or may be unable to renew collective bargaining agreements on the same or similar terms, or at all, all of which may also have a material adverse effect on our business, financial condition, or results of operations. FINANCIAL RISKS Fluctuations and volatility in the cost of raw materials and purchased components could adversely affect our operating results. The sources and prices of the primary materials (such as steel, resins, and base metals) used to manufacture our products and components containing those materials are susceptible to significant global and regional price fluctuations due to supply/demand trends, transportation costs, labor costs, government regulations and tariffs, changes in currency exchange rates, price controls, the economic climate, and other unforeseen circumstances. For example, we experienced significant inflation in raw materials and certain manufactured components during 2018, which negatively impacted our operating results. Significant increases in these and other costs now and in the future could have a material adverse effect on our operating results. 14


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    Foreign currency fluctuations may affect our financial performance. We generate a significant portion of our revenue and incur a significant portion of our expenses in foreign currencies. Changes in the exchange rates of functional currencies of those operations affect the U.S. dollar value of our revenue and earnings from our foreign operations. We use currency forwards, net investment hedges, and options to manage our foreign currency transaction exposures. We cannot completely eliminate our exposure to foreign currency fluctuations, which may adversely affect our financial performance. In addition, because our consolidated financial results are reported in U.S. dollars, if we generate sales or earnings in other currencies, the translation of those results into U.S. dollars can result in a significant increase or decrease in the amount of those sales or earnings. Finally, the amount of legal contingencies related to foreign operations may fluctuate significantly based upon changes in exchange rates and usually cannot be managed with currency forwards, options or other arrangements. Such fluctuations in exchange rates can significantly increase or decrease the amount of any legal contingency related to our foreign operations and make it difficult to assess and manage the potential exposure. Goodwill and indefinite-life intangible asset impairment charges may adversely affect our operating results. We have a substantial amount of goodwill and indefinite-life intangible assets, primarily trademarks, on our balance sheet. We test the goodwill and intangible assets for impairment on an annual basis and when events occur or circumstances change that indicate that the fair value of the reporting unit or intangible asset may be below its carrying amount. Fair value determinations require considerable judgment and are sensitive to inherent uncertainties and changes in estimates and assumptions regarding revenue growth rates, EBIT margins, capital expenditures, working capital requirements, tax rates, terminal growth rates, discount rates, royalty rates, benefits associated with a taxable transaction and synergistic benefits available to market participants. Declines in market conditions, a trend of weaker than anticipated financial performance for our reporting units or declines in projected revenue for our trademarks, a decline in our share price for a sustained period of time, an increase in the market-based weighted average cost of capital or a decrease in royalty rates, among other factors, are indicators that the carrying value of our goodwill or indefinite-life intangible assets may not be recoverable. We may be required to record a goodwill or intangible asset impairment charge that, if incurred, could have a material adverse effect on our financial condition and results of operations. Impairment of long-lived assets may adversely affect our operating results. Our long-lived asset groups are subject to an impairment assessment when certain triggering events or circumstances indicate that their carrying value may be impaired. If the carrying value exceeds our estimate of future undiscounted cash flows of the operations related to the asset group, an impairment is recorded for the difference between the carrying amount and the fair value of the asset group. The results of these tests for potential impairment may be adversely affected by unfavorable market conditions, our financial performance trends, or an increase in interest rates, among other factors. If as a result of the impairment test we determine that the fair value of any of our long-lived asset groups is less than its carrying amount, we may incur an impairment charge that could have a material adverse effect on our financial condition and results of operations. We face inventory valuation risk. We write down product and component inventories that have become obsolete or do not meet anticipated demand or net realizable value. No assurance can be given that, given the unpredictable pace of product obsolescence and business conditions with trade customers and in general, we will not incur additional inventory related charges. Such charges could negatively affect our financial condition and operating results. We are exposed to risks associated with the uncertain global economy. The current domestic and international political and economic environment are posing challenges to the industry in which we operate. A number of economic factors, including gross domestic product, availability of consumer credit, interest rates, consumer sentiment and debt levels, retail trends, housing starts, sales of existing homes, the level of mortgage refinancing and defaults, fiscal and credit market uncertainty, and foreign currency exchange rates, currency controls, inflation and deflation, generally affect demand for our products. 15


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    Economic uncertainty and related factors exacerbate negative trends in business and consumer spending and may cause certain customers to push out, cancel, or refrain from placing orders for our products. Uncertain market conditions, difficulties in obtaining capital, or reduced profitability may also cause some customers to scale back operations, exit markets, merge with other retailers, or file for bankruptcy protection and potentially cease operations, which can also result in lower sales and/or additional inventory. These conditions may similarly affect key suppliers, which could impair their ability to deliver parts and result in delays for our products or added costs. In addition, these conditions may lead to strategic alliances by, or consolidation of, other appliance manufacturers, which could adversely affect our ability to compete effectively. A decline in economic activity and conditions in certain areas in which we operate have had an adverse effect on our financial condition and results of operations in recent years, and future declines and adverse conditions could have a similar adverse effect. Regional, political and economic instability in countries in which we do business may adversely affect business conditions, disrupt our operations, and have an adverse effect on our financial condition and results of operations. Uncertainty about future economic and industry conditions also makes it more challenging for us to forecast our operating results, make business decisions, and identify and prioritize the risks that may affect our businesses, sources and uses of cash, financial condition and results of operations. We may be required to implement additional cost reduction efforts, including restructuring activities, which may adversely affect our ability to capitalize on opportunities in a market recovery. In addition, our operations are subject to general credit, liquidity, foreign exchange, market and interest rate risks. Our ability to invest in our businesses, fund strategic acquisitions and refinance maturing debt obligations depends in part on access to the capital markets. If we do not timely and appropriately adapt to changes resulting from the uncertain macroeconomic environment and industry conditions, or to difficulties in the financial markets, or if we are unable to continue to access the capital markets, our business, financial condition and results of operations may be materially and adversely affected. Significant differences between actual results and estimates of the amount of future funding for our pension plans and postretirement health care benefit programs, and significant changes in funding assumptions or significant increases in funding obligations due to regulatory changes, could adversely affect our financial results. We have both funded and unfunded defined benefit pension plans that cover certain employees around the world. We also have unfunded postretirement health care benefit plans for eligible retired employees. The Employee Retirement Income Security Act of 1974 (ERISA) and the Internal Revenue Code, as amended, govern the funding obligations for our U.S. pension plans, which are our principal pension plans. Our U.S. defined benefit plans were frozen on or before December 31, 2006 for substantially all participants. Since 2007, U.S. employees have been eligible for an enhanced employer contribution under Whirlpool's defined contribution (401(k)) plan. As of December 31, 2018, our projected benefit obligations under our pension plans and postretirement health and welfare benefit programs exceeded the fair value of plan assets by an aggregate of approximately $1.0 billion, including $0.6 billion of which was attributable to pension plans and $0.4 billion of which was attributable to postretirement health care benefits. Estimates for the amount and timing of the future funding obligations of these pension plans and postretirement health and welfare benefit plans are based on various assumptions. These assumptions include discount rates, expected long-term rate of return on plan assets, life expectancies and health care cost trend rates. These assumptions are subject to change based on changes in interest rates on high quality bonds, stock and bond market returns, health care cost trend rates and regulatory changes, all of which are largely outside our control. Significant differences in results or significant changes in assumptions may materially affect our postretirement obligations and related future contributions and expenses. LEGAL & COMPLIANCE RISKS Unfavorable results of legal and regulatory proceedings could materially adversely affect our business and financial condition and performance. We are subject to a variety of litigation and legal compliance risks relating to, among other things: products; intellectual property rights; income and non–income taxes; environmental matters; corporate matters; commercial matters; credit matters; competition laws; distribution, marketing and trade practice matters; anti–bribery and anti–corruption regulations; energy regulations; financial regulations; and employment and benefit matters. For example, we are currently disputing certain income and non-income tax related assessments issued by Brazilian authorities (see Note 7 and Note 14 to the Consolidated Financial Statements for additional information on these matters). Unfavorable outcomes regarding these assessments could have a material adverse effect on our financial 16


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    statements in any particular reporting period. Results of legal and regulatory proceedings cannot be predicted with certainty and for some matters, such as class actions, no insurance is cost effectively available. Regardless of merit, legal and regulatory proceedings may be both time-consuming and disruptive to our operations and could divert the attention of our management and key personnel from our business operations. Such proceedings could also generate significant adverse publicity and have a negative impact on our reputation and brand image, regardless of the existence or amount of liability. We estimate loss contingencies and establish accruals as required by generally accepted accounting principles, based on our assessment of contingencies where liability is deemed probable and reasonably estimable, in light of the facts and circumstances known to us at a particular point in time. Subsequent developments in legal proceedings, volatility in foreign currency exchange rates and other factors may affect our assessment and estimates of the loss contingency recorded and could result in an adverse effect on our results of operations in the period in which a liability would be recognized or cash flows for the period in which amounts would be paid. Actual results may significantly vary from our reserves. We are subject to, and could be further subject to, governmental investigations or actions by other third parties. We are subject to various federal, foreign and state laws, including antitrust and product-related laws and regulations, violations of which can involve civil or criminal sanctions. Responding to governmental investigations or other actions may be both time-consuming and disruptive to our operations and could divert the attention of our management and key personnel from our business operations. The impact of these and other investigations and lawsuits could have a material adverse effect on our financial position, liquidity and results of operations. Changes in the legal and regulatory environment, including changes in taxes and tariffs, could limit our business activities, increase our operating costs, reduce demand for our products or result in litigation. The conduct of our businesses, and the production, distribution, sale, advertising, labeling, safety, transportation and use of many of our products, are subject to various laws and regulations administered by federal, state and local governmental agencies in the United States, as well as to foreign laws and regulations administered by government entities and agencies in countries in which we operate. These laws and regulations may change, sometimes dramatically, as a result of political, economic or social events. Changes in laws, regulations or governmental policy and the related interpretations may alter the environment in which we do business and may impact our results or increase our costs or liabilities. In addition, we incur and will continue to incur capital and other expenditures to comply with various laws and regulations, especially relating to the protection of the environment, human health and safety and energy efficiency. These types of costs could adversely affect our financial performance. Additionally, we could be subjected to future liabilities, fines or penalties or the suspension of product production for failing to comply with various laws and regulations, including environmental regulations. Cleanup obligations that might arise at any of our manufacturing sites or the imposition of more stringent environmental laws in the future could also adversely affect us. Additionally, as a global company based in the United States, we are exposed to the impact of U.S. tax changes, especially those that affect the effective corporate income tax rate, including the recently enacted Tax Cuts and Jobs Act. In addition, the current domestic and international political environment, including government shutdowns and changes to U.S. policies related to global trade and tariffs, has resulted in uncertainty surrounding the future state of the global economy. The U.S. federal government may propose additional changes to international trade agreements, tariffs, taxes, and other government rules and regulations. These regulatory changes could significantly impact our business and financial performance. For additional information about our consolidated tax provision, see Note 14 to the Consolidated Financial Statements, and for additional information about global trade and tariffs, please see "Other Matters" in the Management's Discussion and Analysis section of this Annual Report on Form 10- K. ITEM 1B. UNRESOLVED STAFF COMMENTS None. 17


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    ITEM 2. PROPERTIES Our principal executive offices are located in Benton Harbor, Michigan. On December 31, 2018, our principal manufacturing operations were carried on at 41 locations in 14 countries worldwide. We occupied a total of approximately 90.5 million square feet devoted to manufacturing, service, sales and administrative offices, warehouse and distribution space. Over 46.6 million square feet of such space was occupied under lease. Whirlpool properties include facilities which are suitable and adequate for the manufacture and distribution of Whirlpool's products. The Company's principal manufacturing sites by operating segment were as follows: Operating Segment North America Europe, Middle East and Latin America (1) Asia Africa Manufacturing Locations 10 13 13 5 (1) Latin America operating segment includes two Embraco plants located in China and one located in Slovakia. ITEM 3. LEGAL PROCEEDINGS Information regarding legal proceedings can be found in Note 7 to the Consolidated Financial Statements and is incorporated herein by reference. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 18


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    PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Whirlpool's common stock is listed on the New York Stock Exchange and the Chicago Stock Exchange under the ticker symbol WHR. As of February 8, 2019, the number of holders of record of Whirlpool common stock was approximately 9,200. On July 25, 2017, our Board of Directors authorized an additional share repurchase program of up to $2 billion. For the year ended December 31, 2018, we repurchased 7,456,038 shares at an aggregate purchase price of approximately $1.2 billion under this program. At December 31, 2018, there were approximately $800 million in remaining funds authorized under this program. Share repurchases are made from time to time on the open market as conditions warrant. These programs do not obligate us to repurchase any of our shares and they have no expiration date. The following table summarizes repurchases of Whirlpool's common stock in the three months ended December 31, 2018: Total Number of Approximate Shares Dollar Value of Total Purchased as Shares that Number of Average Price Part of Publicly May Yet Be Period (Millions of dollars, except number and Shares Paid per Announced Plans Purchased price per share) Purchased Share or Programs Under the Plans October 1, 2018 through October 31, 2018 — $ — — $ 850 November 1, 2018 through November 30, 2018 211,493 116.86 211,493 825 December 1, 2018 through December 31, 2018 210,183 120.26 210,183 $ 800 Total 421,676 $ 118.55 421,676 19


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    ITEM 6. SELECTED FINANCIAL DATA FIVE-YEAR SELECTED FINANCIAL DATA (Millions of dollars, except share and employee data) 2018 2017 2016 2015 2014 CONSOLIDATED OPERATIONS Net sales $ 21,037 $ 21,253 $ 20,718 $ 20,891 $ 19,872 Restructuring costs 247 275 173 201 136 Impairment of goodwill and other intangibles 747 — — — — Depreciation and amortization 645 654 655 668 560 Operating profit 279 1,136 1,368 1,242 1,216 Earnings (loss) before income taxes and other items (21) 887 1,114 1,031 881 Net earnings (loss) (159) 337 928 822 692 Net earnings (loss) available to Whirlpool (183) 350 888 783 650 Capital expenditures 590 684 660 689 720 Dividends paid 306 312 294 269 224 Repurchase of common stock 1,153 750 525 250 25 CONSOLIDATED FINANCIAL POSITION Current assets $ 7,898 $ 7,930 $ 7,339 $ 7,325 $ 8,098 Current liabilities 9,678 8,505 7,662 7,744 8,403 Accounts receivable, inventories and accounts payable, net 256 856 918 746 778 Property, net 3,414 4,033 3,810 3,774 3,981 Total assets 18,347 20,038 19,153 19,010 20,002 Long-term debt 4,046 4,392 3,876 3,470 3,544 Total debt(1) 6,027 5,218 4,470 3,998 4,347 Whirlpool stockholders' equity 2,291 4,198 4,773 4,743 4,885 PER SHARE DATA Basic net earnings (loss) available to Whirlpool $ (2.72) $ 4.78 $ 11.67 $ 9.95 $ 8.30 Diluted net earnings (loss) available to Whirlpool (2.72) 4.70 11.50 9.83 8.17 Dividends 4.55 4.30 3.90 3.45 2.88 Book value(2) 34.08 56.42 61.82 59.54 61.39 Closing Stock Price—NYSE 106.87 168.64 181.77 146.87 193.74 KEY RATIOS Operating profit margin 1.3 % 5.3% 6.6% 5.9% 6.1% Pre-tax margin(3) (0.1)% 4.2% 5.4% 4.9% 4.4% Net margin(4) (0.9)% 1.6% 4.3% 3.7% 3.3% Return on average Whirlpool stockholders' equity(5) (5.6)% 7.8% 18.7% 16.3% 13.3% Return on average total assets(6) (1.0)% 1.8% 4.7% 4.0% 3.7% Current assets to current liabilities 0.8 0.9 1.0 0.9 1.0 Total debt as a percent of invested capital(7) 65.3 % 50.4% 43.8% 41.2% 42.9% Price earnings ratio(8) (39.3) 35.9 15.8 14.9 23.7 OTHER DATA Common shares outstanding (in thousands): Average number-on a diluted basis 67,225 74,400 77,211 79,667 79,578 Year-end common shares outstanding 63,528 70,646 74,465 77,221 77,956 Year-end number of stockholders 9,248 9,960 10,528 10,663 11,225 Year-end number of employees 92,000 92,000 93,000 97,000 100,000 Five-year annualized total return to stockholders(9) (5.1)% 13.0% 33.6% 13.0% 22.0% (1) Total debt includes notes payable and current and long-term debt. (2) Total Whirlpool stockholders' equity divided by average number of shares on a diluted basis. (3) Earnings (loss) before income taxes, as a percent of net sales. 2018 includes the effect of a $747 million impairment charge of goodwill and other intangibles and a $103 million charge related to the French Competition Authority (FCA) settlement agreement. See Note 5 and Note 7 to the Consolidated Financial Statements. (4) Net earnings (loss) available to Whirlpool, as a percent of net sales. 2018 includes the effect of a $747 million impairment charge of goodwill and other intangibles and a $103 million charge related to the FCA settlement agreement. See Note 5 and Note 7 to the Consolidated Financial Statements. 20


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    (5) Net earnings (loss) available to Whirlpool, divided by average Whirlpool stockholders' equity. 2018 includes the effect of a $747 million impairment charge of goodwill and other intangibles and a $103 million charge related to the FCA settlement agreement. See Note 5 and Note 7 to the Consolidated Financial Statements. (6) Net earnings (loss) available to Whirlpool, divided by average total assets. 2018 includes the effect of a $747 million impairment charge of goodwill and other intangibles and a $103 million charge related to the FCA settlement agreement. See Note 5 and Note 7 to the Consolidated Financial Statements. (7) Total debt divided by total debt and total stockholders' equity. (8) Closing stock price divided by diluted net earnings (loss) available to Whirlpool. (9) Stock appreciation plus reinvested dividends, divided by share price at the beginning of the period. 21


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    ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Management Discussion and Analysis should be read in connection with the Consolidated Financial Statements, Notes to the Consolidated Financial Statements and Selected Financial Data included in this Form 10-K. Certain references to particular information in the Notes to the Consolidated Financial Statements are made to assist readers. OVERVIEW Whirlpool had a full-year GAAP net loss available to Whirlpool of $183 million compared to GAAP net earnings available to Whirlpool of $350 million in the same prior-year period. Non-recurring items negatively impacted full-year net loss available to Whirlpool by approximately $850 million, including asset impairment charges related to the EMEA region and a settlement with the French Competition Authority ("FCA"). Whirlpool delivered ongoing (non-GAAP) EBIT margin of 6.3% for the full-year, overcoming significant external challenges. These results were driven by positive global price/mix and strong cost discipline, which were offset by significant cost inflation and lower EMEA results. In addition, we delivered very strong cash provided by operating activities and free cash flow driven by sustainable working capital improvement and the timing of certain payments. We are pleased with the successful execution of our cost-based price increases, delivering positive price/mix in all regions. In addition, we took strong actions to address the weaker than anticipated results in EMEA and offset significant cost and currency challenges. We are confident that our strategy and actions will drive positive results in 2019 and remain committed to generating strong free cash flow and margin expansion. 22


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    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED) RESULTS OF OPERATIONS The following table summarizes the consolidated results of operations: December 31, Better/ Better/ Consolidated - In Millions (except per share data) 2018 (Worse) 2017 (Worse) 2016 Units (in thousands) 68,440 (4.6)% 71,704 —% 71,692 Net sales $ 21,037 (1.0) $ 21,253 2.6 $ 20,718 Gross margin 3,537 (1.8) 3,602 (2.2) 3,692 Selling, general and administrative 2,189 (3.6) 2,112 (1.5) 2,080 Restructuring costs 247 10.0 275 (58.9) 173 Impairment of goodwill and other intangibles 747 nm — — — Interest and sundry (income) expense 108 (24.3) 87 6.5 93 Interest expense 192 (18.2) 162 (0.7) 161 Income tax expense 138 74.7 550 nm 186 Net earnings (loss) available to Whirlpool (183) nm 350 (60.6) 888 Diluted net earnings (loss) available to Whirlpool per share $ (2.72) nm $ 4.70 (59.1)% $ 11.50 nm: not meaningful Consolidated net sales for 2018 decreased 1.0% compared to 2017, primarily driven by unit volume declines and unfavorable foreign currency, partially offset by favorable impacts from product price/mix. Excluding the impact of foreign currency, consolidated net sales for 2018 decreased 0.1% compared to 2017. Consolidated net sales for 2017 increased 2.6% compared to 2016 primarily driven by favorable impacts from product price/mix and foreign currency. Excluding the impact of foreign currency, consolidated net sales for 2017 increased 1.5% compared to 2016. Effective January 1, 2018, we realigned the composition of certain segments to align with our new leadership reporting structure. We now report our Mexico business as a part of our Latin America segment and have shifted certain adjacent business from the North America segment to the Asia segment. The determination of the Company's reportable segments was not affected by these changes. Prior year amounts have been reclassified to conform with current year presentation. For additional information regarding non-GAAP financial measures including net sales excluding the impact of foreign currency, see the Non-GAAP Financial Measures section of this Management's Discussion and Analysis. The chart below summarizes the balance of net sales by operating segments for 2018, 2017 and 2016, respectively. 23


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    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED) The consolidated gross margin percentage for 2018 decreased to 16.8% compared to 16.9% in 2017, primarily driven by the unfavorable impact from raw material inflation across all regions, tariffs and higher freight costs in the North America region, lower unit volumes in the EMEA region, partially offset by the favorable impact of product price/mix and restructuring benefits. The consolidated gross margin percentage for 2017 decreased to 16.9% compared to 17.8% in 2016, primarily driven by unfavorable impacts from raw material inflation across all regions and product price/mix in the EMEA region, partially offset by cost productivity and restructuring benefits. 24


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    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED) North America Following are the results for the North America region: 2018 compared to 2017 Units sold for 2018 decreased 1.6% compared to 2017. 2017 compared to 2016 Units sold for 2017 increased 6.1% compared to 2016. 2018 compared to 2017 Net sales for 2018 increased 2.8% compared to 2017 primarily due to the favorable impact of product price/ mix, partially offset by unit volume declines. Excluding the impact of foreign currency, net sales increased 2.8% in 2018. 2017 compared to 2016 Net sales for 2017 increased 5.0% compared to 2016 primarily due to unit volume growth. Excluding the impact of foreign currency, net sales increased 4.8% in 2017. 2018 compared to 2017 Gross margin percentage for 2018 increased compared to 2017 primarily due to the favorable impact of product price/mix which was partially offset by raw material inflation, tariffs and higher freight costs. 2017 compared to 2016 Gross margin percentage for 2017 decreased compared to 2016 primarily due to raw material inflation, partially offset by unit volume growth and favorable cost productivity. 25


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    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED) EMEA Following are the results for the EMEA region: 2018 compared to 2017 Units sold for 2018 decreased 12.8% compared to 2017. 2017 compared to 2016 Units sold for 2017 decreased 6.8% compared to 2016. 2018 compared to 2017 Net sales for 2018 decreased 7.1% compared to 2017 primarily due to unit volume declines, partially offset by the favorable impacts of product/price mix and foreign currency. Excluding the impact of foreign currency, net sales decreased 8.5% in 2018. 2017 compared to 2016 Net sales for 2017 decreased 5.2% compared to 2016, primarily due to unit volume declines, partially offset by a favorable impact from foreign currency. Excluding the impact of foreign currency, net sales decreased 6.8% in 2017. 2018 compared to 2017 Gross margin percentage for 2018 decreased compared to 2017 primarily due to the unfavorable productivity from unit volume declines and raw material inflation, partially offset by the favorable impact of product price/mix and foreign currency. 2017 compared to 2016 Gross margin percentage for 2017 decreased compared to 2016 primarily due to unfavorable impacts of product price/mix, unit volume declines and raw material inflation, partially offset by cost productivity and restructuring benefits. 26


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    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED) Latin America Following are the results for the Latin America Region: 2018 compared to 2017 Units sold for 2018 increased 1.7% compared to 2017. 2017 compared to 2016 Units sold for 2017 decreased 0.6% compared to 2016. 2018 compared to 2017 Net sales for 2018 decreased 8.3% compared to 2017 primarily due to the unfavorable impacts of foreign currency and product price/mix, partially offset by unit volume growth. Excluding the impact of foreign currency, net sales decreased 2.4% in 2018. 2017 compared to 2016 Net sales for 2017 increased 5.8% compared to 2016 primarily due to the favorable impacts of foreign currency, unit volume growth, product price/mix and the sale and monetization of certain tax credits. Excluding the impact of foreign currency, net sales increased 2.5% in 2017. 2018 compared to 2017 Gross margin percentage for 2018 decreased compared to 2017 primarily due to raw material inflation and foreign currency impacts, partially offset by the favorable impact of product price/mix. The prior period was positively impacted by the sale and monetization of certain tax credits. 2017 compared to 2016 Gross margin percentage for 2017 increased compared to 2016 primarily due to favorable cost productivity and the sale and monetization of certain tax credits, partially offset by raw material inflation. 27


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    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED) Asia Following are the results of the Asia region: 2018 compared to 2017 Units sold for 2018 decreased 0.7% compared to 2017. 2017 compared to 2016 Units sold for 2017 increased 1.5% compared to 2016. 2018 compared to 2017 Net sales for 2018 increased 3.2% compared to 2017 primarily due to the favorable impacts of product price/ mix, partially offset by the unfavorable impacts of foreign currency and unit volume declines. Excluding the impact of foreign currency, net sales increased by 4.5% in 2018. 2017 compared to 2016 Net sales for 2017 increased 3.3% compared to 2016 primarily due to the favorable impacts of product price/ mix and unit volume growth. Excluding the impact of foreign currency, net sales increased 3.2% in 2017. 2018 compared to 2017 Gross margin percentage increased in 2018 compared to 2017, primarily due to the favorable impacts of product price/mix and cost productivity, partially offset by raw material inflation and foreign currency impacts. The gross margin in 2017 also includes an adjustment related to trade promotion accruals in prior periods. 2017 compared to 2016 Gross margin percentage decreased in 2017 compared to 2016, primarily due to raw material inflation, partially offset by restructuring benefits, favorable cost productivity, unit volume growth and a favorable impact of Chinese government incentives. Additionally, gross margin also includes an adjustment primarily related to trade promotion accruals in prior periods. 28

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