ACQUISITIONS AND DIVESTITURES

3 Months Ended

Mar. 31, 2023

Business Combination, Asset Acquisition, Discontinued Operations and Disposal Groups [Abstract]

European Major Domestic Appliance Business Held for Sale

On January 16, 2023, Whirlpool entered into a contribution agreement with Arçelik B.V. (“Arcelik”) to carve out and contribute our major domestic appliance European business operations into a newly formed European appliance company which constitutes a combination of Arcelik’s and Whirlpool's European businesses. Whirlpool will own approximately 25% and Arcelik will own approximately 75% of the European appliance company. Separately, Whirlpool agreed in principle to the sale of Whirlpool’s Middle East and Africa business to Arcelik. These transactions are collectively referred to as European major domestic appliance business. The sale includes the Company's major domestic appliance business in EMEA, including nine production sites. The transaction is subject to certain closing conditions and expected to be completed in the second half of 2023.

European major domestic appliance business is reported within our EMEA reportable segment and met the criteria for held for sale accounting during the fourth quarter of 2022. The operations of the European disposal group did not meet the criteria to be presented as discontinued operations.

Upon closing, the transaction will result in the deconsolidation of the European major appliances business. In connection with the sale, we recorded a loss on disposal of $1,521 million in the fourth quarter of 2022. The loss includes a write-down of the net assets of $1,151 million of the disposal group to a fair value of $139 million and also includes $393 million of cumulative currency translation adjustments, $98 million release of other comprehensive loss on pension and $18 million of other transaction related costs. No goodwill is included in the disposal group.

We recorded an adjustment of $222 million during the three months ending March 31, 2023, primarily due to seasonal working capital fluctuations, which resulted in a total loss of $1,743 million for the transaction. This adjustment is recorded in the loss on sale and disposal of businesses and reflects transaction costs and ongoing reassessment of the fair value less costs to sell of the disposal group which will continue to be evaluated each reporting period until completion of the transaction.

Both Whirlpool and the post-closing controlling interest shareholder retain an option for Arcelik to purchase the remaining equity interest in a newly formed European appliance company for fair value, which could be material to the financial statements of the Company, depending on the performance of the business.

The following table presents the carrying amounts of the major classes of the disposal group's assets and liabilities as of March 31, 2023 and December 31, 2022, respectively.



Millions of dollars	March 31, 2023		December 31, 2022
Carrying amounts of major classes of assets
Current Assets
Cash and cash equivalents	$	95	$	94
Accounts receivable, net of allowance of $33 and $32, respectively	792		667
Inventories	673		650
Prepaid and other current assets	128		145
Total current assets	$	1,688	$	1,556
Property, net of accumulated depreciation of $1,666 and $1,648, respectively	$	854	$	822
Right of use assets	155		163

Other intangibles, net of accumulated amortization of $144 and $141, respectively	282		279
Deferred income taxes	619		610
Other noncurrent assets	17		17
Total noncurrent assets	$	1,927	$	1,891
Total assets	$	3,615	$	3,447
Carrying amounts of major classes of liabilities
Current liabilities
Accounts payable	$	1,336	$	1,394
Accrued expenses	169		152
Accrued advertising and promotions	152		172
Employee compensation	117		107
Notes payable	6		3
Other current liabilities	111		125
Total current liabilities	$	1,891	$	1,953
Noncurrent liabilities
Long-term debt	$	1	$	2
Pension benefits	107		122
Lease liabilities	125		131
Other noncurrent liabilities	97		88
Total noncurrent liabilities	$	330	$	343
Total liabilities	$	2,221	$	2,296

Total net assets of the disposal group classified as held for sale	$	1,394	$	1,151


Assets held for sale	Fair value of interest retained	$	143	$	139
Liabilities held for sale	Cumulative currency translation adjustment and Other comprehensive income on pension	$	461	$	490

The following table summarizes European major appliances business' earnings (loss) available to Whirlpool before income taxes for the three months ended March 31, 2023 and March 31, 2022 respectively:


	Three Months Ended March 31,
in millions	2023		2022
Earnings (loss) before income taxes	$	—	$	(30)

Earnings (loss) before income taxes excludes intercompany other income and expense which eliminates at Total Whirlpool level. Additionally, the EMEA operating segment includes other businesses which are not classified as held for sale.

InSinkErator Acquisition

On August 7, 2022, the Company entered into an Asset and Stock Purchase Agreement (the “Purchase Agreement”) with Emerson Electric Co. (“Emerson”) to purchase Emerson’s InSinkErator business, a manufacturer of food waste disposers and instant hot water dispensers for home and commercial use, for a purchase price of $3 billion in cash, subject to customary adjustments.

On October 31, 2022, we completed the acquisition of the InSinkErator business pursuant to the terms of the Purchase Agreement. We used the net proceeds from a $2.5 billion borrowing under our delayed draw term loan facility and $500 million of cash on hand to fund the acquisition. See Note 5 to the Consolidated Condensed Financial Statements for additional information about the term loan facility.

Purchase Price Allocation

The acquisition has been accounted for as a business combination under the acquisition method of accounting. This requires allocation of the purchase price to the estimated fair values of the identifiable assets acquired and liabilities assumed, including goodwill and other intangible assets. The Company is in the process of finalizing third-party valuations for the preliminary purchase price allocation which are subject to change. During the first quarter of 2023, Whirlpool finalized the total consideration paid for the InSinkErator business and processed applicable measurement period adjustments. An additional $14 million of consideration was paid for the InSinkErator business, which increased the amount of goodwill recognized as a result of the acquisition. Other purchase accounting adjustments during the period were not material. The Company expects to finalize any further purchase accounting adjustments as soon as practicable, but no later than one year from the acquisition date.

The following table presents the preliminary allocation of purchase price related to the InSinkErator acquisition, as of March 31, 2023:


(in millions)	Amount
Cash and cash equivalents	$	7
Receivables, net	74
Inventories	93
Other current assets	1
Property, plant and equipment, net	174
Goodwill	1,151
Other intangible assets	1,630
Other assets	11
Accounts payable	49
Accrued expenses	26
Other current liabilities	34
Deferred income taxes	1
Other long-term liabilities	10
Total Estimated Purchase Consideration	$	3,021