WHIRLPOOL CORP /DE/ - Quarter Report: 2022 March (Form 10-Q)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________________

FORM 10-Q

________________________________________________________


☒						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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

Trading symbol(s)

Name of each exchange on which registered

Common stock, par value $1.00 per share

WHR

Chicago Stock Exchange

and

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:


Class of common stock						Shares outstanding at April 22, 2022
Common stock, par value $1.00 per share						56,202,362

WHIRLPOOL CORPORATION

QUARTERLY REPORT ON FORM 10-Q

Three months ended March 31, 2022

TABLE OF CONTENTS


		PAGE
PART I
Item 1.	Financial Statements
	Consolidated Condensed Statements of Comprehensive Income	5
	Consolidated Condensed Balance Sheets	6
	Consolidated Condensed Statements of Cash Flows	7
	Notes to the Consolidated Condensed Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	39

PART II
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	41
Item 4.	Mine Safety Disclosures	41
Item 5.	Other Information	41
Item 6.	Exhibits	42

SIGNATURES		43

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf. Certain statements contained in this quarterly report, including those within the forward-looking perspective section within the Management's Discussion and Analysis section, and other written and oral statements made from time to time by us or on our behalf do not relate strictly to historical or current facts and may contain forward-looking statements that reflect our current views with respect to future events and financial performance. As such, they are considered "forward-looking statements" which provide current expectations or forecasts of future events. Such statements can be identified by the use of terminology such as "may," "could," "will," "should," "possible," "plan," "predict," "forecast," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe," "may impact," "on track," "guarantee," "seek," and the negative of these words and words and terms of similar substance. Our forward-looking statements generally relate to our growth strategies, financial results, product development, and sales efforts. These forward-looking statements should be considered with the understanding that such statements involve a variety of risks and uncertainties, known and unknown, and may be affected by inaccurate assumptions. Consequently, no forward-looking statement can be guaranteed and actual results may vary materially.

This document contains forward-looking statements about Whirlpool Corporation and its consolidated subsidiaries ("Whirlpool") that speak only as of this date. Whirlpool disclaims any obligation to update these statements. Forward-looking statements in this document may include, but are not limited to, statements regarding future financial results, long-term value creation goals, restructuring expectations, productivity, raw material prices and the impact of COVID-19 and the Russia/Ukraine conflict on our operations. Many risks, contingencies and uncertainties could cause actual results to differ materially from Whirlpool's forward-looking statements. Among these factors are: (1) the ongoing Russian invasion of Ukraine and related conflict and sanctions; (2) COVID-19 pandemic-related business disruptions and economic uncertainty; (3) intense competition in the home appliance industry reflecting the impact of both new and established global competitors, including Asian and European manufacturers, and the impact of the changing retail environment, including direct-to-consumer sales; (4) Whirlpool's ability to maintain or increase sales to significant trade customers and the ability of these trade customers to maintain or increase market share; (5) Whirlpool's ability to maintain its reputation and brand image; (6) the ability of Whirlpool to achieve its business objectives and leverage its global operating platform, and accelerate the rate of innovation; (7) Whirlpool’s ability to understand consumer preferences and successfully develop new products; (8) Whirlpool's ability to obtain and protect intellectual property rights; (9) acquisition and investment-related risks, including risks associated with our past acquisitions; (10) Whirlpool's ability to navigate risks associated with our presence in emerging markets; (11) risks related to our international operations, including changes in foreign regulations; (12) Whirlpool's ability to respond to unanticipated social, political and/or economic events; (13) information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks; (14) product liability and product recall costs; (15) the ability of suppliers of critical parts, components and manufacturing equipment to deliver sufficient quantities to Whirlpool in a timely and cost-effective manner; (16) our ability to attract, develop and retain executives and other qualified employees; (17) the impact of labor relations; (18) fluctuations in the cost of key materials (including steel, resins, copper and aluminum) and components and the ability of Whirlpool to offset cost increases; (19) Whirlpool's ability to manage foreign currency fluctuations; (20) impacts from goodwill impairment and related charges; (21) triggering events or circumstances impacting the carrying value of our long-lived assets; (22) inventory and other asset risk; (23) health care cost trends, regulatory changes and variations between results and estimates that could increase future funding obligations for pension and postretirement benefit plans; (24) litigation, tax, and legal compliance risk and costs, especially if materially different from the amount we expect to incur or have accrued for, and any disruptions caused by the same; (25) the effects and costs of governmental investigations or related actions by third parties; (26) changes in the legal and regulatory environment including environmental, health and safety regulations, and taxes and tariffs; (27) Whirlpool's ability to respond to the impact of climate change and climate change regulation; and (28) the uncertain global economy and changes in economic conditions which affect demand for our products.

We undertake no obligation to update any forward-looking statement, and investors are advised to review disclosures in our filings with the SEC. It is not possible to foresee or identify all factors that could cause actual results to differ from expected or historic results. Therefore, investors should not consider the foregoing factors to be an exhaustive statement of all risks, uncertainties, or factors that could potentially cause actual results to differ from forward-looking statements.

Additional information concerning these and other factors can be found in the "Risk Factors" section of our Annual Report on Form 10-K, as updated in Part II, Item 1A of our Quarterly Reports on Form 10-Q.

Unless otherwise indicated, the terms "Whirlpool," "the Company," "we," "us," and "our" refer to Whirlpool Corporation and its consolidated subsidiaries.

Website Disclosure

We routinely post important information for investors on our website, whirlpoolcorp.com, in the "Investors" section. We also intend to update the Hot Topics Q&A portion of this webpage as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investors section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our webpage is not incorporated by reference into, and is not a part of, this document.


PART I. FINANCIAL INFORMATION


ITEM 1.			FINANCIAL STATEMENTS

TABLE OF CONTENTS


			PAGE
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Condensed Statements of Comprehensive Income			5
Consolidated Condensed Balance Sheets			6
Consolidated Condensed Statements of Cash Flows			7


		PAGE
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1.	Basis of Presentation	8
2.	Revenue Recognition	11
3.	Cash, Cash Equivalents and Restricted Cash	12
4.	Inventories	13
5.	Property, Plant and Equipment	13
6.	Financing Arrangements	13
7.	Commitments and Contingencies	15
8.	Pension and Other Postretirement Benefit Plans	18
9.	Hedges and Derivative Financial Instruments	19
10.	Fair Value Measurements	21
11.	Stockholders' Equity	22
12.	Restructuring Charges	24
13.	Income Taxes	24
14.	Segment Information	25

WHIRLPOOL CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

FOR THE PERIODS ENDED MARCH 31

(Millions of dollars, except per share data)


	Three Months Ended
	2022		2021

Net sales	$	4,920	$	5,358
Expenses
Cost of products sold	4,069		4,210
Gross margin	851		1,148
Selling, general and administrative	376		493
Intangible amortization	9		17
Restructuring costs	5		20


Operating profit	461		618
Other (income) expense
Interest and sundry (income) expense	(7)		(26)
Interest expense	41		45
Earnings before income taxes	427		599
Income tax expense (benefit)	106		159
Equity method investment income (loss), net of tax	(5)		—
Net earnings	316		440
Less: Net earnings (loss) available to noncontrolling interests	3		7
Net earnings available to Whirlpool	$	313	$	433
Per share of common stock
Basic net earnings available to Whirlpool	$	5.37	$	6.87
Diluted net earnings available to Whirlpool	$	5.33	$	6.81
Dividends declared	$	1.75	$	1.25
Weighted-average shares outstanding (in millions)
Basic	58.3		63.0
Diluted	58.7		63.6

Comprehensive income	$	374	$	564

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

WHIRLPOOL CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS

(Millions of dollars, except share data)


	(Unaudited)
	March 31, 2022		December 31, 2021

Assets
Current assets
Cash and cash equivalents	$	2,114	$	3,044
Accounts receivable, net of allowance of $100 and $98, respectively	2,860		3,100
Inventories	3,136		2,717

Prepaid and other current assets	858		834

Total current assets	8,968		9,695
Property, net of accumulated depreciation of $6,696 and $6,619, respectively	2,764		2,805
Right of use assets	947		946
Goodwill	2,476		2,485
Other intangibles, net of accumulated amortization of $524 and $522, respectively	1,962		1,981
Deferred income taxes	1,897		1,920
Other noncurrent assets	473		453
Total assets	$	19,487	$	20,285
Liabilities and stockholders' equity
Current liabilities
Accounts payable	$	5,262	$	5,413
Accrued expenses	685		609
Accrued advertising and promotions	582		854
Employee compensation	343		576
Notes payable	10		10
Current maturities of long-term debt	548		298
Other current liabilities	855		750

Total current liabilities	8,285		8,510
Noncurrent liabilities
Long-term debt	4,631		4,929
Pension benefits	364		378
Postretirement benefits	141		142
Lease liabilities	798		794
Other noncurrent liabilities	523		519
Total noncurrent liabilities	6,457		6,762
Stockholders' equity
Common stock, $1 par value, 250 million shares authorized, 114 million and 114 million shares issued, respectively, and 57 million and 59 million shares outstanding, respectively	114		114
Additional paid-in capital	3,028		3,025
Retained earnings	10,380		10,170
Accumulated other comprehensive loss	(2,299)		(2,357)
Treasury stock, 57 million and 55 million shares, respectively	(6,648)		(6,106)
Total Whirlpool stockholders' equity	4,575		4,846
Noncontrolling interests	170		167
Total stockholders' equity	4,745		5,013
Total liabilities and stockholders' equity	$	19,487	$	20,285

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

WHIRLPOOL CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE PERIODS ENDED MARCH 31

(Millions of dollars)


	Three Months Ended
	2022		2021

Operating activities
Net earnings	$	316	$	440
Adjustments to reconcile net earnings to cash provided by (used in) operating activities:
Depreciation and amortization	112		141



Changes in assets and liabilities:
Accounts receivable	248		(58)
Inventories	(384)		(332)
Accounts payable	(217)		185
Accrued advertising and promotions	(272)		(192)
Accrued expenses and current liabilities	186		172
Taxes deferred and payable, net	79		110
Accrued pension and postretirement benefits	(28)		(28)
Employee compensation	(234)		(181)
Other	(134)		(75)
Cash provided by (used in) operating activities	(328)		182
Investing activities
Capital expenditures	(87)		(73)
Proceeds from sale of assets and businesses	75		13





Cash provided by (used in) investing activities	(12)		(60)
Financing activities



Dividends paid	(103)		(79)
Repurchase of common stock	(533)		(150)

Common stock issued	2		31
Other	3		(36)
Cash provided by (used in) financing activities	(631)		(234)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	41		(58)
Increase (decrease) in cash, cash equivalents and restricted cash	(930)		(170)
Cash, cash equivalents and restricted cash at beginning of year	3,044		2,934
Cash, cash equivalents and restricted cash at end of period	$	2,114	$	2,764

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

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(1) BASIS OF PRESENTATION

General Information

The accompanying unaudited Consolidated Condensed Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information, and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information or footnotes required by U.S. GAAP for complete financial statements. As a result, this Form 10-Q should be read in conjunction with the Consolidated Financial Statements and accompanying Notes in our Form 10-K for the year ended December 31, 2021.

Management believes that the accompanying Consolidated Condensed Financial Statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation of the interim periods.

We are required to make estimates and assumptions that affect the amounts reported in the Consolidated Condensed Financial Statements and accompanying Notes. Actual results could differ materially from those estimates.

Certain prior year amounts in the Consolidated Condensed Financial Statements have been reclassified to conform with current year presentation.

We have eliminated all material intercompany transactions in our Consolidated Condensed Financial Statements. We do not consolidate the financial statements of any company in which we have an ownership interest of 50% or less, unless that company is deemed to be a variable interest entity ("VIE") of which we are the primary beneficiary. VIEs are consolidated when the company is the primary beneficiary of these entities and has the ability to directly impact the activities of these entities.

Risks and Uncertainties

During the first quarter of 2022, Russia commenced a military invasion of Ukraine, and the ensuing conflict has created disruption in the EMEA region and around the world. While we experienced some of this disruption during the quarter, the duration and severity of the effects on our business and the global economy are inherently unpredictable. We temporarily suspended operations in Ukraine after the invasion. We have recently resumed some of our sales and distribution operations in Ukraine. We currently have limited production in Russia, primarily to provide essential goods.

We currently employ approximately 45 individuals in Ukraine and 2,500 individuals in Russia, primarily in our Lipetsk, Russia manufacturing facility. Ukraine revenues and net assets are not material to our EMEA operating segment and consolidated results. The net sales attributed to our operations in Russia are approximately 6% of the net sales of the EMEA operating segment for the three months ended March 31, 2022 and 7% for the three months ended March 31, 2021, respectively. The net assets of Russia are approximately $209 million as of March 31, 2022 and $212 million as of December 31, 2021, respectively. We continue to closely monitor the ongoing conflict and related sanctions, which could materially impact our financial results in the future.

Furthermore, COVID-19 continues to impact countries across the world, and the duration and severity of the effects are currently unknown. The pandemic has impacted the Company and could materially impact our financial results in the future.

The Consolidated Condensed Financial Statements presented herein reflect estimates and assumptions made by management at March 31, 2022. These estimates and assumptions affect, among other things, the Company’s goodwill, long-lived asset and indefinite-lived intangible asset valuation; inventory valuation; assessment of the annual effective tax rate; valuation of deferred income taxes and income tax contingencies; and the allowance for expected credit losses and bad debt. Events and changes in circumstances arising after April 26, 2022, including those resulting from the impacts of COVID-19 as well as the ongoing conflict in Ukraine, will be reflected in management’s estimates for future periods.

Goodwill and indefinite-lived intangible assets

We continue to monitor the significant global economic uncertainty to assess the outlook for demand for our products and the impact on our business and our overall financial performance. While goodwill in the EMEA reporting unit and Hotpoint* and Indesit trademarks are not presently at risk, considering the ongoing conflict in Ukraine and related sanctions, we continue to monitor events or circumstances that would more likely than not reduce the fair values of a reporting unit or intangible assets below their carrying amounts.

The Maytag trademark continues to be at risk at March 31, 2022. The potential impact of demand disruptions, production impacts or supply constraints along with a number of other factors could negatively effect revenues for the Maytag trademark, but we remain committed to the strategic actions necessary to realize the long-term forecasted profitability and recover from the supply constraints. A lack of recovery or further deterioration in market conditions, a sustained trend of weaker than expected financial performance in our Maytag trademark, among other factors, as a result of the COVID-19 pandemic, other macroeconomic factors or other unforeseen events could result in an impairment charge in future periods which could have a material adverse effect on our financial statements.

As a result of our analysis, and in consideration of the totality of events and circumstances, there were no triggering events of impairment identified during the first quarter of 2022. The goodwill in any of our other reporting units or indefinite-lived intangible assets are not presently at risk for future impairment.

Income taxes

Under U.S. GAAP, the Company calculates its quarterly tax provision based on an estimated effective tax rate for the year and then adjusts this amount by certain discrete items each quarter. Potential changing and volatile macro-economic conditions could cause fluctuations in forecasted earnings before income taxes. As such, the Company's effective tax rate could be subject to volatility as forecasted earnings before income taxes are impacted by events which cannot be predicted. In addition, potential future economic deterioration brought on by the pandemic, ongoing conflict in Ukraine and related sanctions or other factors may negatively impact the realizability of certain deferred tax assets.

Other Accounting Matters

Synthetic lease arrangements

We have a number of synthetic lease arrangements with financial institutions for non-core properties. The leases contain provisions for options to purchase, extend the original term for additional periods or return the property. As of March 31, 2022 and December 31, 2021, these arrangements include residual value guarantees of up to approximately $263 million and $264 million, respectively, that could potentially come due in future periods. We do not believe it is probable that any material amounts will be owed under these guarantees. Therefore, no material amounts related to the residual value guarantees are included in the lease payments used to measure the right-of-use assets and lease liabilities.

The majority of these leases are classified as operating leases. We have assessed the reasonable certainty of these provisions to determine the appropriate lease term. The leases were measured using our incremental borrowing rate and are included in our right of use assets and lease liabilities in the Consolidated Condensed Balance Sheets. Rental payments are calculated at the applicable reference rate plus a margin. The impact to the Consolidated Condensed Balance Sheets and Consolidated Condensed Statements of Comprehensive Income (Loss) is nominal.

Sale-leaseback transaction

In the first quarter of 2022, the Company sold and leased back a group of non-core properties for net proceeds of approximately $52 million. The initial total annual rent for the properties is approximately $2 million per year over an initial 15 year lease term and is subject to annual rent increases. Under the terms of the lease agreement, the Company is responsible for all taxes, insurance and utilities and is required to adequately maintain the properties for the lease term. The Company has two sequential 5-year renewal options.

*. Whirlpool ownership of the Hotpoint brand in the EMEA and Asia Pacific regions is not affiliated with the Hotpoint brand sold in the Americas.

The transaction met the requirements for sale-leaseback accounting. Accordingly, the Company recorded the sale of the properties, which resulted in a gain of approximately $44 million ($36 million, net of tax) recorded in selling, general and administrative expense in the Consolidated Condensed Statements of Income (Loss). The related land and buildings were removed from property, plant and equipment, net and the appropriate right-of-use asset and lease liabilities of approximately $32 million were recorded in the Consolidated Condensed Balance Sheets.

Supply Chain Financing Arrangements

The Company has ongoing agreements globally with various third-parties to allow certain suppliers the opportunity to sell receivables due from us to participating financial institutions at the sole discretion of both the suppliers and the financial institutions.

We have no economic interest in the sale of these receivables and no direct financial relationship with the financial institutions concerning these services. Our obligations to suppliers, including amounts due and scheduled payment terms, are not impacted. All outstanding balances under these programs are recorded in accounts payable on our Consolidated Condensed Balance Sheets. As of March 31, 2022 and December 31, 2021, approximately $1.4 billion have been issued to participating financial institutions.

A downgrade in our credit rating or changes in the financial markets could limit the financial institutions’ willingness to commit funds to, and participate in, the programs. We do not believe such risk would have a material impact on our working capital or cash flows.

Equity Method Investments

Whirlpool holds an equity interest of 20% in Whirlpool (China) Co., Ltd. (Whirlpool China) an entity which was previously controlled by the Company.

We made purchases from Whirlpool China of $102 million for the three months ended March 31, 2022. The outstanding amount due to Whirlpool China and its subsidiaries is $100 million as of March 31, 2022 and $137 million as of December 31, 2021, respectively.

The carrying value of the equity interest in Whirlpool China is $201 million as of March 31, 2022 and $206 million as of December 31, 2021, respectively, and is included in Other noncurrent assets in the Consolidated Condensed Balance Sheet.

The licensing revenue and outstanding accounts receivable from Whirlpool China and its subsidiaries are not material for the periods presented.

Related Party Transactions

After September 2021, the Company has a controlling equity ownership of 87% in Elica PB India which is consolidated in Whirlpool Corporation's financial statements and is reported within our Asia reportable segment. Goodwill of $100 million, which is not deductible for tax purposes, arose from this transaction and is allocated to the Asia reportable segment.

Elica PB India is a VIE for which the Company is the primary beneficiary. The carrying amount of customer relationships, which are included in Other intangible assets, net of accumulated amortization, amounts to $35 million as of March 31, 2022 and $36 million as of December 31, 2021, respectively.

Other assets or liabilities of Elica PB India are not material to the Consolidated Condensed Financial Statements of the Company for the periods presented.

Both Whirlpool India and the non-controlling interest shareholders retain an option for Whirlpool India to purchase the remaining equity interest in Elica PB India for fair value, which could be material to the financial statements of the Company, depending on the performance of the business.

Adoption of New Accounting Standards

We adopted the following standard for the year ending December 31, 2022 which is not expected to have a material impact on our annual Consolidated Financial Statements:


Standard		Effective Date
2021-10	Government Assistance (Topic 832) - Disclosures by Business Entities about Government Assistance	January 1, 2022

All other newly issued and effective accounting standards during 2022 were not relevant or material to the Company.

Accounting Pronouncements Issued But Not Yet Effective

In March 2020, the FASB issued Update 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting". The amendments in Update 2020-04 are elective and apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. The new guidance provides the following optional expedients: simplify accounting analyses under current U.S. GAAP for contract modifications, simplify the assessment of hedge effectiveness, allow hedging relationships affected by reference rate reform to continue and allow a one-time election to sell or transfer debt securities classified as held to maturity that reference a rate affected by reference rate reform.

In January 2021, the FASB issued Update 2021-01, "Reference Rate Reform (Topic 848): Scope". The update provides additional optional guidance on the transition from LIBOR to include derivative instruments that use an interest rate for margining, discounting or contract price alignment. The standard will ease, if warranted, the requirements for accounting for the future effects of the rate reform. An entity may elect to apply the amendments prospectively through December 31, 2022. The standard is not expected to have a material impact on our Consolidated Financial Statements.

All other issued and not yet effective accounting standards are not relevant or material to the Company.

(2) REVENUE RECOGNITION

Disaggregation of Revenue

The following table presents our disaggregated revenues by revenue source. We sell products within all product categories in each operating segment. For additional information on the disaggregated revenues by geographic regions, see Note 14 to the Consolidated Condensed Financial Statements.


	Three Months Ended March 31,
Millions of dollars	2022		2021
Major product categories:
Laundry	$	1,333	$	1,569
Refrigeration	1,528		1,627
Cooking	1,281		1,247
Dishwashing	450		515
Total major product category net sales	$	4,592	$	4,958
Spare parts and warranties	234		266
Other	94		134
Total net sales	$	4,920	$	5,358

The impact to revenue related to prior period performance obligations is less than 1% of global consolidated revenues for the three months ended March 31, 2022.

Allowance for Expected Credit Losses and Bad Debt Expense

We estimate our expected credit losses primarily by using an aging methodology and establish customer-specific reserves for higher risk trade customers. Our expected credit losses are evaluated and controlled within each geographic region considering the unique credit risk specific to the country, marketplace and economic environment. We take into account past events, current conditions and reasonable and supportable forecasts in developing the reserve.

The following table summarizes our allowance for expected credit losses and bad debt by operating segment for the three months ended March 31, 2022:


Millions of dollars	December 31, 2021		Charged to Earnings		Write-offs		Foreign Currency		March 31, 2022
Accounts receivable allowance
North America	$	7	$	—	(2)		—		$	5
EMEA	45		$	7	$	—	$	(2)	$	50
Latin America	43		—		(2)		1		$	42
Asia	3		$	—			$	—	$	3
Consolidated	$	98	$	7	$	(4)	$	(1)	$	100
Financing receivable allowance
Latin America	$	25	$	—	$	—	$	5	$	30

	$	25	$	—	$	—	$	5	$	30
Consolidated	$	123	$	7	$	(4)	$	4	$	130

We recorded an immaterial amount of bad debt expense for the periods ended March 31, 2022 and December 31, 2021, respectively.

(3) CASH, CASH EQUIVALENTS AND RESTRICTED CASH

The following table provides a reconciliation of cash, cash equivalents and restricted cash as reported within our Consolidated Condensed Statements of Cash Flows:


	March 31,
Millions of dollars	2022		2021
Cash and cash equivalents as presented in our Consolidated Condensed Balance Sheets	$	2,114	$	2,447


Cash included in assets held for sale (1)	—		317
Cash, cash equivalents and restricted cash as presented in our Consolidated Condensed Statements of Cash Flows	$	2,114	$	2,764


	December 31,
Millions of dollars	2021		2020
Cash and cash equivalents as presented in our Consolidated Balance Sheets	$	3,044	$	2,924
Restricted cash included in prepaid and other current assets	—		10

Cash, cash equivalents and restricted cash as presented in our Consolidated Statements of Cash Flows	$	3,044	$	2,934

(1) Cash included in assets held for sale represents cash held in Whirlpool China in the first quarter of 2021.

(4) INVENTORIES

The following table summarizes our inventories at March 31, 2022 and December 31, 2021:


Millions of dollars	March 31, 2022		December 31, 2021

Finished products	$	2,358	$	1,958
Raw materials and work in process	778		759
Total Inventories	$	3,136	$	2,717

(5) PROPERTY, PLANT AND EQUIPMENT

The following table summarizes our property, plant and equipment at March 31, 2022 and December 31, 2021:


Millions of dollars	March 31, 2022		December 31, 2021
Land	$	73	$	84
Buildings	1,240		1,249
Machinery and equipment	8,147		8,091
Accumulated depreciation	(6,696)		(6,619)
Property, plant and equipment, net	$	2,764	$	2,805

During the three months ended March 31, 2022, we disposed of land, buildings, machinery and equipment with a net book value of $17 million, compared to $6 million in the same period of 2021. The net gain on the disposals is $57 million for the three months ended March 31, 2022 primarily driven by a sale-leaseback transaction. The net gain on the disposals was not material for the same period of 2021.

For additional information see Note 1 to the Consolidated Condensed Financial Statements.

(6) FINANCING ARRANGEMENTS

Debt Offering

On April 29, 2021, Whirlpool Corporation (the “Company”), completed its inaugural Sustainability Bond offering of $300 million in principal amount of 2.400% Senior Notes due 2031 (the “2031 Notes”), in a public offering pursuant to a registration statement on Form S-3 (File No. 333-255372). The 2031 Notes were issued under an indenture (the “Indenture”), dated March 20, 2000, between the Company, as issuer, and U.S. Bank National Association (as successor to Citibank, N.A.), as trustee. The sale of the 2031 Notes was made pursuant to the terms of an Underwriting Agreement, dated April 26, 2021 (the “Underwriting Agreement”), among the Company, as issuer, and BNP Paribas Securities Corp., BofA Securities, Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC, as representatives of the several underwriters in connection with the offering and sales of the 2031 Notes. The 2031 Notes contain covenants that limit the Company's ability to incur certain liens or enter into certain sale and lease-back transactions. In addition, if we experience a specific kind of change of control, we are required to make an offer to purchase all of the notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest. The Company used the net proceeds from the sale of the 2031 Notes to redeem $300 million aggregate principal amount of 4.850% senior notes which was paid June 15, 2021. Consistent with the Company’s Sustainability Bond Framework, the Company allocated an amount equal to the net proceeds from the sale of the 2031 Notes to fund new and existing environmental and social Eligible Projects, as defined in the Company’s prospectus supplement dated April 26, 2021.

On May 7, 2020, the Company completed its offering of $500 million in principal amount of 4.60% Senior Notes due 2050 (the “2050 Notes”), in a public offering pursuant to a registration statement on Form S-3 (File No. 333-224381). The 2050 Notes were issued under the Indenture. The 2050 Notes contain covenants that limit the Company's ability to incur certain liens or enter into certain sale and lease-back transactions. In addition, if we experience a specific kind of change of control, we are required to make an offer to purchase all of the notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest. The Company used the net proceeds from the sale of the 2050 Notes to repay a portion of the outstanding borrowings under the Company’s revolving credit facility, as amended and restated, dated as of August 6, 2019, among the Company, certain other borrowers, the lenders referred to therein, JPMorgan Chase Bank, N.A. as administrative agent and Citibank, N.A., as syndication agent.

On February 21, 2020, Whirlpool EMEA Finance S.à r.l., an indirect, wholly-owned finance subsidiary of Whirlpool Corporation, completed a bond offering consisting of €500 million (approximately $540 million at closing) in principal amount of 0.50% Senior Notes due in 2028 (the "2028 Notes") in a public offering pursuant to a registration statement on Form S-3 (File No. 333-224381). The 2028 Notes were issued under an indenture, dated February 21, 2020, among Whirlpool EMEA Finance S.à r.l, as issuer, the Company, as parent guarantor, and U.S. Bank National Association, as trustee. Whirlpool Corporation has fully and unconditionally guaranteed the Notes on a senior unsecured basis. The 2028 Notes contain covenants that limit Whirlpool Corporation's ability to incur certain liens or enter into certain sale and lease-back transactions. In addition, if we experience a specific kind of change of control, we are required to make an offer to purchase all of the 2028 Notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest.

Credit Facilities

On August 6, 2019, Whirlpool Corporation entered into a Fourth Amended and Restated Long-Term Credit Agreement (the "Amended Long-Term Facility", or "revolving credit facility") by and among the Company, certain other borrowers, the lenders referred to therein, JPMorgan Chase Bank, N.A. as Administrative Agent, and Citibank, N.A., as Syndication Agent. The Amended Long-Term Facility provides aggregate borrowing capacity of $3.5 billion. On December 7, 2021, Whirlpool Corporation entered into Amendment No. 1 to the Fourth Amended and Restated Amended Long-Term Credit Agreement to address the cessation of EUR LIBOR and GBP LIBOR on December 31, 2021 by defining EURIBOR and SONIA as the replacement rates, respectively. The Amended Long-Term Facility has a maturity date of August 6, 2024, unless earlier terminated.

The interest and fee rates payable with respect to the Amended Long-Term Facility based on our current debt rating are as follows: (1) the spread over Eurocurrency Rate is 1.125%; (2) the spread over prime is 0.125%; and (3) the unused commitment fee is 0.100%. The Amended Long-Term Facility contains customary covenants and warranties including, among other things, a debt to capitalization ratio of less than or equal to 0.65 as of the last day of each fiscal quarter, and a rolling twelve month interest coverage ratio required to be greater than or equal to 3.0 for each fiscal quarter. In addition, the covenants limit our ability to (or to permit any subsidiaries to), subject to various exceptions and limitations: (i) merge with other companies; (ii) create liens on our property; (iii) incur debt at the subsidiary level.

We are in compliance with both our debt to capitalization ratio and interest coverage ratio under the revolving credit facility as of March 31, 2022.

In addition to the committed $3.5 billion Amended Long-Term Facility, we have committed credit facilities in Brazil and India. These committed credit facilities provide borrowings up to approximately $224 million at March 31, 2022 and $193 million at December 31, 2021, based on exchange rates then in effect, respectively. These committed credit facilities have maturities that run through 2023.

We had no borrowings outstanding under the committed credit facilities at March 31, 2022 and December 31, 2021, respectively.

Notes Payable

Notes payable, which consist of short-term borrowings payable to banks or commercial paper, are generally used to fund working capital requirements. The fair value of our notes payable approximates the carrying amount due to the short maturity of these obligations.

The following table summarizes the carrying value of notes payable at March 31, 2022 and December 31, 2021:


Millions of dollars	March 31, 2022		December 31, 2021

Short-term borrowings due to banks	10		10
Total notes payable	$	10	$	10

Transfers and Servicing of Financial Assets

In an effort to manage economic and geographic trade customer risk, from time to time, the Company will transfer, primarily without recourse, accounts receivable balances of certain customers to financial institutions resulting in a nominal impact recorded in interest and sundry (income) expense. These transactions are accounted for as sales of the receivables resulting in the receivables being de-recognized from the Consolidated Condensed Balance Sheets. These transfers do not require continuing involvement from the Company.

Certain arrangements include servicing of transferred receivables by Whirlpool. During the three months ended March 31, 2022 and three months ended March 31, 2021, no amounts were received from the sales of accounts receivable under these arrangements. Outstanding accounts receivable transferred under arrangements where the Company continues to service the transferred asset were not material as of March 31, 2022 and December 31, 2021, respectively.

(7) COMMITMENTS AND CONTINGENCIES

Embraco Antitrust Matters

Beginning in February 2009, our former Embraco compressor business headquartered in Brazil ("Embraco") was notified of antitrust investigations of the global compressor industry by government authorities in various jurisdictions. Embraco resolved the government investigations and related claims in various jurisdictions and certain other claims remain pending.

Whirlpool agreed to retain potential liabilities related to this matter following closing of the Embraco sale transaction. We continue to defend these actions. While it is currently not possible to reasonably estimate the aggregate amount of costs which we may incur in connection with these matters, such costs could have a material adverse effect on our consolidated financial statements in any particular reporting period.

BEFIEX Credits and Other Brazil Tax Matters

In previous years, our Brazilian operations earned tax credits under the Brazilian government's export incentive program (BEFIEX). These credits reduced Brazilian federal excise taxes on domestic sales.

Our Brazilian operations have received tax assessments for income and social contribution taxes associated with certain monetized BEFIEX credits. We do not believe BEFIEX credits are subject to income or social contribution taxes. We believe these tax assessments are without merit and are vigorously defending our positions. We have not provided for income or social contribution taxes on these BEFIEX credits, and based on the opinions of tax and legal advisors, we have not accrued any amount related to these assessments at March 31, 2022. The total amount of outstanding tax assessments received for income and social contribution taxes relating to the BEFIEX credits, including interest and penalties, is approximately 2.0 billion Brazilian reais (approximately $431 million at March 31, 2022).

Relying on existing Brazilian legal precedent, in 2003 and 2004, we recognized tax credits in an aggregate amount of $26 million, adjusted for currency, on the purchase of raw materials used in production ("IPI tax credits"). The Brazilian tax authority subsequently challenged the recording of IPI tax credits. No such credits have been recognized since 2004. In 2009, we entered into a Brazilian government program ("IPI Amnesty") which provided extended payment terms and reduced penalties and interest to encourage taxpayers to resolve this and certain other disputed tax credit amounts. As permitted by the program, we elected to settle certain debts through the use of other existing tax credits and recorded charges of approximately $34 million in 2009 associated with these matters. In July 2012, the Brazilian revenue authority notified us that a portion of our proposed settlement was rejected and we received tax assessments of 263 million Brazilian reais (approximately $56 million at March 31, 2022), reflecting interest and penalties to date. We believe these tax

assessments are without merit and we are vigorously defending our position. The government's assessment in this case relies heavily on its arguments regarding taxability of BEFIEX credits for certain years, which we are disputing in one of the BEFIEX government assessment cases cited in the prior paragraph. Because the IPI Amnesty case is moving faster than the BEFIEX taxability case, we could be required to pay the IPI Amnesty assessment before obtaining a final decision in the BEFIEX taxability case.

We have received tax assessments from the Brazilian federal tax authorities relating to amounts allegedly due regarding unemployment/social security insurance taxes (PIS/COFINS) for tax credits recognized since 2007. These credits were recognized for inputs to certain manufacturing and other business processes. These assessments are being challenged at the administrative and judicial levels in Brazil. The total amount of outstanding tax assessments received for credits recognized for PIS/COFINS inputs is approximately 311 million Brazilian reais (approximately $66 million at March 31, 2022). We believe these tax assessments are without merit and are vigorously defending our positions. Based on the opinion of our tax and legal advisors, we have not accrued any amount related to these assessments.

In addition to the BEFIEX, IPI tax credit and PIS/COFINS inputs matters noted above, other assessments issued by the Brazilian tax authorities related to indirect and income tax matters, and other matters, are at various stages of review in numerous administrative and judicial proceedings. The amounts related to these assessments will continue to be increased by monetary adjustments at the Selic rate, which is the benchmark rate set by the Brazilian Central Bank. In accordance with our accounting policies, we routinely assess these matters and, when necessary, record our best estimate of a loss. We believe these tax assessments are without merit and are vigorously defending our positions.

Litigation is inherently unpredictable and the conclusion of these matters may take many years to ultimately resolve. We may experience additional delays in resolving these matters as a result of COVID-19-related administrative and judicial system temporary delays and closures in Brazil. Amounts at issue in potential future litigation could increase as a result of interest and penalties in future periods. Accordingly, it is possible that an unfavorable outcome in these proceedings could have a material adverse effect on our financial statements in any particular reporting period.

Competition Investigation

In 2013, the French Competition Authority ("FCA") commenced an investigation of appliance manufacturers and retailers in France, including Whirlpool and Indesit. The FCA investigation was split into two parts, and in December 2018, we finalized a settlement with the FCA on the first part of the investigation. The second part of the FCA investigation, which is expected to focus primarily on manufacturer interactions with retailers, is ongoing. The Company is cooperating with this investigation.

Although it is currently not possible to assess the impact, if any, that matters related to the FCA investigation may have on our financial statements, matters related to the FCA investigation could have a material adverse effect on our financial statements in any particular reporting period.

Trade Customer Insolvency

The Company was a former indirect minority shareholder of Alno AG, a longstanding trade customer that filed for insolvency protection in Germany. In 2020, we paid a settlement of €52.75 million (approximately $59 million at the time of payment) to resolve any potential claims the insolvency trustee might have against the Company. We are also defending third-party claims related to Alno's insolvency that we believe are without merit, and believe the ultimate resolution of these claims will not have a material adverse effect on our financial statements.

Grenfell Tower

On June 23, 2017, London's Metropolitan Police Service released a statement that it had identified a Hotpoint–branded refrigerator as the initial source of the Grenfell Tower fire in West London. U.K. authorities are conducting investigations, including regarding the cause and spread of the fire. The model in question was manufactured by Indesit Company between 2006 and 2009, prior to Whirlpool's acquisition of Indesit in 2014. We are fully cooperating with the investigating authorities. Whirlpool was named as a defendant in a product liability suit in Pennsylvania federal court related to this matter. The federal court dismissed the case with prejudice in September 2020. The dismissal is being appealed. In December 2020, lawsuits related to Grenfell Tower were filed in the U.K. against approximately 20 defendants, including Whirlpool Corporation and certain

Whirlpool subsidiaries. Given the preliminary stage of the proceedings, we cannot speculate on their eventual outcomes or potential impact on our financial statements; accordingly, we have not recorded any significant charges as of March 31, 2022. Additional claims may be filed related to this incident.

Other Litigation

See Note 13 for information on certain U.S. income tax litigation. In addition, we are currently defending against two lawsuits that have been certified for treatment as class actions in U.S. federal court, relating to two top-load washing machine models. In December 2019, the court in one of these lawsuits entered summary judgment in Whirlpool's favor. That ruling remains subject to appeal, and the other lawsuit is ongoing. We believe the lawsuits are without merit and are vigorously defending them. Given the preliminary stage of the proceedings, we cannot reasonably estimate a range of loss, if any, at this time. The resolution of these matters could have a material adverse effect on our financial statements in any particular reporting period.

We are currently vigorously defending a number of other lawsuits related to the manufacture and sale of our products which include class action allegations, and may become involved in similar actions. These lawsuits allege claims which include negligence, breach of contract, breach of warranty, product liability and safety claims, false advertising, fraud, and violation of federal and state regulations, including consumer protection laws. In general, we do not have insurance coverage for class action lawsuits. We are also involved in various other legal actions arising in the normal course of business, for which insurance coverage may or may not be available depending on the nature of the action. We dispute the merits of these suits and actions, and intend to vigorously defend them. Management believes, based upon its current knowledge, after taking into consideration legal counsel's evaluation of such suits and actions, and after taking into account current litigation accruals, that the outcome of these matters currently pending against Whirlpool should not have a material adverse effect, if any, on our financial statements. We may experience additional delays in resolving these and other pending litigation matters as a result of COVID-19-related temporary court closures and postponements.

Product Warranty and Legacy Product Corrective Action Reserves

Product warranty reserves are included in other current and other noncurrent liabilities in our Consolidated Condensed Balance Sheets. The following table summarizes the changes in total product warranty liability reserves for the periods presented:


	Product Warranty
Millions of dollars	2022		2021
Balance at January 1	$	286	$	273
Issuances/accruals during the period	71		114
Settlements made during the period/other	(79)		(86)
Balance at March 31	$	278	$	301

Current portion	$	187	$	207
Non-current portion	91		94
Total	$	278	$	301

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

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

data including take rate assumptions and unit population. These estimates are based on several assumptions which are inherently unpredictable and which we may need to materially revise in the future. Settlements related to this product recall are immaterial for the three months ended March 31, 2022. The total settlements since the beginning of this campaign are approximately $62 million.

For the year ended December 31, 2019, we incurred approximately $26 million of additional product warranty expense related to our previously disclosed legacy Indesit dryer corrective action campaign in the UK. No additional material product warranty expense has been incurred subsequent to 2019. We continue to voluntarily cooperate with the UK regulator with respect to the washer and dryer actions.

Guarantees

We have guarantee arrangements in a Brazilian subsidiary. For certain creditworthy customers, the subsidiary guarantees customer lines of credit at commercial banks to support purchases following its normal credit policies. If a customer were to default on its line of credit with the bank, our subsidiary would be required to assume the line of credit and satisfy the obligation with the bank. At March 31, 2022 and December 31, 2021, the guaranteed amounts totaled 1.2 billion Brazilian reais (approximately $246 million at March 31, 2022) and 1.2 billion Brazilian reais (approximately $212 million at December 31, 2021), respectively. The fair value of these guarantees were nominal at March 31, 2022 and December 31, 2021. Our subsidiary insures against a significant portion of this credit risk for these guarantees, under normal operating conditions, through policies purchased from high-quality underwriters.

We provide guarantees of indebtedness and lines of credit for various consolidated subsidiaries. The maximum contractual amount of indebtedness and lines of credit available under these lines for consolidated subsidiaries totaled approximately $3.2 billion at March 31, 2022 and $3.3 billion at December 31, 2021, respectively. Our total short-term outstanding bank indebtedness under guarantees was nominal at both March 31, 2022 and December 31, 2021.

(8) PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

The following table summarizes the components of net periodic pension cost and the cost of other postretirement benefits for the periods presented:



	Three Months Ended March 31,
	United States Pension Benefits				Foreign Pension Benefits				Other Postretirement Benefits
Millions of dollars	2022		2021		2022		2021		2022		2021
Service cost	$	1	$	1	$	1	$	1	$	—	$	—
Interest cost	20		19		4		4		2		1
Expected return on plan assets	$	(36)	$	(39)	$	(9)	$	(9)	$	—	$	—
Amortization:
Actuarial loss	$	15	$	17	$	3	$	5	$	—	$	—
Prior service credit	—		—		—		—		(12)		(11)
Settlement and curtailment (gain) loss	—		—		1		—		—		—
Net periodic benefit cost (credit)	$	—	$	(2)	$	—	$	1	$	(10)	$	(10)

The following table summarizes the net periodic cost recognized in operating profit and interest and sundry (income) expense for the periods presented:



	Three Months Ended March 31,
	United States Pension Benefits				Foreign Pension Benefits				Other Postretirement Benefits
Millions of dollars	2022		2021		2022		2021		2022		2021
Operating profit (loss)	$	1	$	1	$	1	$	1	$	—	$	—
Interest and sundry (income) expense	(1)		(3)		(1)		—		(10)		(10)
Net periodic benefit cost	$	—	$	(2)	$	—	$	1	$	(10)	$	(10)

(9) HEDGES AND DERIVATIVE FINANCIAL INSTRUMENTS

Derivative instruments are accounted for at fair value based on market rates. Derivatives where we elect hedge accounting are designated as either cash flow, fair value or net investment hedges. Derivatives that are not accounted for based on hedge accounting are marked to market through earnings. If the designated cash flow hedges are highly effective, the gains and losses are recorded in other comprehensive income (loss) and subsequently reclassified to earnings to offset the impact of the hedged items when they occur. In the event it becomes probable the forecasted transaction to which a cash flow hedge relates will not occur, the derivative would be terminated and the amount in accumulated other comprehensive income (loss) would be recognized in earnings. The fair value of the hedge asset or liability is presented in either other current assets / liabilities or other noncurrent assets / liabilities on the Consolidated Condensed Balance Sheets and in other within cash provided by (used in) operating activities in the Consolidated Condensed Statements of Cash Flows.

Using derivative instruments means assuming counterparty credit risk. Counterparty credit risk relates to the loss we could incur if a counterparty were to default on a derivative contract. We generally deal with investment grade counterparties and monitor the overall credit risk and exposure to individual counterparties. We do not anticipate nonperformance by any counterparties. The amount of counterparty credit exposure is limited to the unrealized gains, if any, on such derivative contracts. We do not require nor do we post collateral on such contracts.

Hedging Strategy

In the normal course of business, we manage risks relating to our ongoing business operations including those arising from changes in commodity prices, foreign exchange rates and interest rates. Fluctuations in these rates and prices can affect our operating results and financial condition. We use a variety of strategies, including the use of derivative instruments, to manage these risks. We do not enter into derivative financial instruments for trading or speculative purposes.

Commodity Price Risk

We enter into commodity derivative contracts on various commodities to manage the price risk associated with forecasted purchases and sales of material used in our manufacturing process. The objective of these hedges is to reduce the variability of cash flows associated with the forecasted purchases and sales of commodities.

Foreign Currency and Interest Rate Risk

We incur expenses associated with the procurement and production of products in a limited number of countries, while we sell in the local currencies of a large number of countries. Our primary foreign currency exchange exposures result from cross-currency sales of products. As a result, we enter into foreign exchange contracts to hedge certain firm commitments and forecasted transactions to acquire products and services that are denominated in foreign currencies. We enter into certain undesignated non-functional currency asset and liability hedges that relate primarily to short-term payables, receivables, intercompany loans and dividends. When we hedge a foreign currency denominated payable or receivable with a derivative, the effect of changes in the foreign exchange rates are reflected currently in interest and sundry (income) expense for both the payable/receivable and the derivative. Therefore, as a result of the economic hedge, we do not elect hedge accounting.

We also enter into hedges to mitigate currency risk primarily related to forecasted foreign currency denominated expenditures, intercompany financing agreements and royalty agreements and designate them as cash flow hedges. Gains and losses on derivatives designated as cash flow hedges, to the extent they are included in the assessment of effectiveness, are recorded in other comprehensive income (loss) and subsequently reclassified to earnings to offset the impact of the hedged items when they occur.

We may enter into cross-currency interest rate swaps to manage our exposure relating to cross-currency debt. The notional amount of outstanding cross-currency interest rate swap agreements was $1,275 million at March 31, 2022 and December 31, 2021, respectively.

We may enter into interest rate swap agreements to manage interest rate risk exposure. Our interest rate swap agreements, if any, effectively modify our exposure to interest rate risk, primarily through converting certain floating rate debt to a fixed rate basis, or certain fixed rate debt to a floating rate basis. These agreements involve either the receipt or payment of floating rate amounts in exchange for fixed rate interest payments or receipts, respectively, over the life of the agreements without an exchange of the underlying principal amounts. We may enter into swap rate lock agreements to effectively reduce our exposure to interest rate risk by locking in interest rates on probable long-term debt issuances. Outstanding notional amounts of interest rate swap agreements were $300 million at March 31, 2022 and December 31, 2021, respectively.

Net Investment Hedging

The following table summarizes our foreign currency denominated debt and foreign exchange forwards/options designated as net investment hedges at March 31, 2022 and December 31, 2021:


	Notional (Local)				Notional (USD)				Current Maturity
Instrument	2022		2021		2022		2021
Foreign exchange forwards/options	MXN	7,200	MXN	7,200	$	362	$	352	August 2022

For instruments that are designated and qualify as a net investment hedge, the effective portion of the instruments' gain or loss is reported as a component of other comprehensive income (loss) and recorded in accumulated other comprehensive loss. The gain or loss will be subsequently reclassified into net earnings when the hedged net investment is either sold or substantially liquidated. The remaining change in fair value of the hedge instruments represents the ineffective portion, which is immediately recognized in interest and sundry (income) expense on our Consolidated Condensed Statements of Comprehensive Income. As of March 31, 2022 and December 31, 2021, there was no ineffectiveness on hedges designated as net investment hedges.

The following table summarizes our outstanding derivative contracts and their effects in our Consolidated Condensed Balance Sheets at March 31, 2022 and December 31, 2021:


					Fair Value of
	Notional Amount				Hedge Assets				Hedge Liabilities					Maximum Term (Months)
Millions of dollars	2022		2021		2022		2021		2022		2021			2022	2021
Derivatives accounted for as hedges(1)
Commodity swaps/options	$	383	$	297	$	67	$	40	$	18	$	13	(CF)	21	21
Foreign exchange forwards/options	2,994		2,872		100		91		143		64		(CF/NI)	119	122
Cross-currency swaps	1,275		1,275		28		31		3		7		(CF)	83	86
Interest rate derivatives	300		300		9		—		—		14		(CF)	38	41
Total derivatives accounted for as hedges					$	204	$	162	$	164	$	98
Derivatives not accounted for as hedges
Commodity swaps/options	$	1	$	2	$	—	$	—	$	—	$	—	N/A	11	14
Foreign exchange forwards/options	2,552		2,240		31		20		30		18		N/A	9	12
Total derivatives not accounted for as hedges					31		20		30		18
Total derivatives					$	235	$	182	$	194	$	116

Current					$	215	$	170	$	175	$	93
Noncurrent					20		12		19		23
Total derivatives					$	235	$	182	$	194	$	116

(1)Derivatives accounted for as hedges are considered either cash flow (CF) or net investment (NI) hedges.

The following tables summarize the effects of derivative instruments on our Consolidated Condensed Statements of Comprehensive Income for the periods presented:



		Three Months Ended March 31,
		Gain (Loss) Recognized in OCI (Effective Portion)(2)
Millions of dollars		2022		2021
Cash flow hedges
Commodity swaps/options		$	39	$	26
Foreign exchange		(43)		48
Cross-currency swaps		8		32
Interest rate derivatives		23		46
Net investment hedges
Foreign currency		(16)		7
		$	11	$	159

		Three Months Ended March 31,
	Location of Gain (Loss) Reclassified from OCI into Earnings (Effective Portion)	Gain (Loss) Reclassified from OCI into Earnings (Effective Portion)(3)
Cash Flow Hedges - Millions of dollars		2022		2021
Commodity swaps/options	Cost of products sold	$	18	$	12
Foreign exchange forwards/options	Net sales	—		2
Foreign exchange forwards/options	Cost of products sold	(5)		9
Foreign exchange forwards/options	Interest and sundry (income) expense	29		44
Cross-currency swaps	Interest and sundry (income) expense	41		59

		$	83	$	126

		Three Months Ended March 31,
	Location of Gain (Loss) Recognized on Derivatives not Accounted for as Hedges	Gain (Loss) Recognized on Derivatives not Accounted for as Hedges
Derivatives not Accounted for as Hedges - Millions of dollars		2022		2021
Foreign exchange forwards/options	Interest and sundry (income) expense	$	(16)	$	79

(2)Change in gain (loss) recognized in OCI (effective portion) for the three months ended March 31, 2022 is primarily driven by fluctuations in currency and commodity prices and interest rates compared to prior year. The tax impact of the cash flow hedges was $19 million and $(12) million for the three months ended March 31, 2022 and 2021, respectively. The tax impact of the net investment hedges was $3 million and $(2) million for the three months ended March 31, 2022 and 2021, respectively.

(3)Change in gain (loss) reclassified from OCI into earnings (effective portion) for the three months ended March 31, 2022 was primarily driven by fluctuations in currency and commodity prices and interest rates compared to prior year.

For cash flow hedges, the amount of ineffectiveness recognized in interest and sundry (income) expense was nominal for the periods ended March 31, 2022, and 2021. There were no hedges designated as fair value for the periods ended March 31, 2022, and 2021. The net amount of unrealized gain or loss on derivative instruments included in accumulated OCI related to contracts maturing and expected to be realized during the next twelve months is a loss of $5 million at March 31, 2022.

(10) FAIR VALUE MEASUREMENTS

Fair value is measured based on an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions market participants would use in pricing an asset or liability. Assets and liabilities measured at fair value are based on a market valuation approach using prices and other relevant information generated by market transactions involving identical or

comparable assets or liabilities. As a basis for considering such assumptions, a three-tiered fair value hierarchy is established, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets that are observable, either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The following table summarizes the valuation of our assets and liabilities measured at fair value on a recurring basis at March 31, 2022 and December 31, 2021:


					Fair Value
Millions of dollars	Total Cost Basis				Level 1				Level 2				Total
Measured at fair value on a recurring basis:	2022		2021		2022		2021		2022		2021			2022		2021
Short-term investments (1)	$	1,339	$	1,905	$	1,008	$	1,697	$	331	$	208		$	1,339	$	1,905
Net derivative contracts	—		—		—		—		41		66			41		66

(1)Short-term investments are primarily comprised of money market funds and highly liquid, low risk investments with initial maturities less than 90 days.

Other Fair Value Measurements

The fair value of long-term debt (including current maturities) was $5.25 billion and $5.76 billion at March 31, 2022 and December 31, 2021, respectively, and was estimated using discounted cash flow analysis based on incremental borrowing rates for similar types of borrowing arrangements (Level 2 input).

(11) STOCKHOLDERS' EQUITY

The following table summarizes the changes in stockholders' equity for the periods presented:


			Whirlpool Stockholders' Equity
	Total		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock / Additional Paid-In-Capital		Common Stock		Non-Controlling Interest
Balances, December 31, 2021	$	5,013	$	10,170	$	(2,357)	$	(3,081)	$	114	$	167
Comprehensive income
Net earnings	316		313				—		—		3
Other comprehensive income	58		—		58		—		—		—
Comprehensive income	374		313		58		—		—		3
Stock issued (repurchased)	(539)		—		—		(539)		—		—
Dividends declared	(103)		(103)		—		—		—		—
Balances, March 31, 2022	4,745		10,380		(2,299)		(3,620)		114		170


			Whirlpool Stockholders' Equity
	Total		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock / Additional Paid-In-Capital		Common Stock		Non-Controlling Interest
Balances, December 31, 2020	$	4,795	$	8,725	$	(2,811)	$	(2,142)	$	113	$	910
Comprehensive income
Net earnings	440		433		—		—		—		7
Other comprehensive income	124		—		124		—		—		—
Comprehensive income	564		433		124		—		—		7

Stock issued (repurchased)	(141)		—		—		(141)		—		—
Dividends declared	(79)		(79)		—		—		—		—
Balances, March 31, 2021	$	5,139	$	9,079	$	(2,687)	$	(2,283)	$	113	$	917

Other Comprehensive Income (Loss)

The following table summarizes our other comprehensive income (loss) and related tax effects for the periods presented:



	Three Months Ended March 31,
	2022						2021
Millions of dollars	Pre-tax		Tax Effect		Net		Pre-tax		Tax Effect		Net
Currency translation adjustments (2)	$	105	3		$	108	$	104	(2)		$	102
Cash flow hedges	(56)		19		(37)		26		(12)		14
Pension and other postretirement benefits plans	(15)		2		(13)		10		(2)		8
Other comprehensive income (loss)	34		24		58		140		(16)		124
Less: Other comprehensive income (loss) available to noncontrolling interests	—		—		—		—		—		—
Other comprehensive income (loss) available to Whirlpool	$	34	$	24	$	58	$	140	$	(16)	$	124

(2)Currency translation adjustments includes net investment hedges.

Reclassifications Out of Accumulated Other Comprehensive Income (Loss)

The following table provides the reclassification adjustments out of accumulated other comprehensive income (loss), by component, which was included in net earnings for the three months ended March 31, 2022:

Three Months Ended March 31, 2022

Millions of dollars

(Gain) Loss Reclassified

Classification in Earnings

Pension and postretirement benefits, pre-tax

Interest and sundry (income) expense

Total

Net Earnings per Share

Diluted net earnings per share of common stock include the dilutive effect of stock options and other share-based compensation plans. Basic and diluted net earnings per share of common stock for the periods presented were calculated as follows:


	Three Months Ended March 31,
Millions of dollars and shares		2022		2021
Numerator for basic and diluted earnings per share - Net earnings (loss) available to Whirlpool		$	313	$	433
Denominator for basic earnings per share - weighted-average shares		58.3		63.0
Effect of dilutive securities - share-based compensation		0.4		0.6
Denominator for diluted earnings per share - adjusted weighted-average shares		58.7		63.6
Anti-dilutive stock options/awards excluded from earnings per share		0.3		0.3

Share Repurchase Program

On April 19, 2021, our Board of Directors authorized a share repurchase program of up to $2 billion, which has no expiration date. On February 14, 2022, the Board of Directors authorized an additional $2 billion in share repurchases under the Company's ongoing share repurchase program. During the three months ended March 31, 2022, we repurchased approximately 2.7 million shares under these share repurchase programs at an aggregate price of approximately $533 million. At March 31, 2022, there were approximately $2.9 billion in remaining funds authorized under this program.

Share repurchases are made from time to time on the open market as conditions warrant. The programs do not obligate us to repurchase any of our shares and have no expiration date.

(12) RESTRUCTURING CHARGES

We periodically take action to improve operating efficiencies, typically in connection with business acquisitions or changes in the economic environment. Our footprint and headcount reductions and organizational integration actions relate to discrete, unique restructuring events, primarily reflected in the following plans.

In 2020, the Company committed to workforce reduction plans in the United States and globally, as part of the Company's continued cost reduction efforts. The workforce reduction plans included a voluntary retirement program, and other voluntary and involuntary severance actions. These actions are substantially complete. The Company has incurred $204 million in employee termination costs related to these actions through March 31, 2022. Cash settlement of $183 million has been paid to date with the remaining cash settlement of $26 million expected to be paid over the duration of 2022 and 2023.

In addition, we ceased production in our Naples, Italy manufacturing plant and exited the facility in 2020. The collective dismissal procedure was completed in 2021. In connection with this action, we have incurred approximately $143 million total costs comprising $43 million in asset impairment costs, $25 million in other associated costs and $75 million in employee-related costs through March 31, 2022. Cash settlement of $96 million has been paid to date with the remaining nominal cash settlement to be paid in 2022.

The following table summarizes the changes to our restructuring liability during the three months ended March 31, 2022:


Millions of dollars	December 31, 2021		Charges to Earnings		Cash Paid		Non-Cash and Other		March 31, 2022
Employee termination costs	$	53	3		$	(12)	$	—	$	44
Asset impairment costs	8		—		—		—		8
Facility exit costs	—		2		—		(2)		—
Other exit costs	(4)		—		—		—		(4)
Total	$	57	$	5	$	(12)	$	(2)	$	48

The following table summarizes the restructuring charges by operating segment for the periods presented:


	Three Months Ended March 31,
Millions of dollars	2022		2021
North America	$	—	$	—
EMEA	5		17
Latin America	—		—
Asia	—		1
Corporate / Other	—		2
Total	$	5	$	20

(13) INCOME TAXES

Income tax expense was $106 million for the three months ended March 31, 2022, compared to income tax expense of $159 million in the same period of 2021. For the three months ended March 31, 2022, the decrease in income tax expense from the prior period is primarily due to overall lower level of earnings.

The following table summarizes the difference between income tax expense (benefit) at the U.S. statutory rate of 21% and the income tax expense (benefit) at effective worldwide tax rates for the respective periods:


	Three Months Ended March 31,
Millions of dollars	2022		2021
Earnings before income taxes	$	427	$	599

Income tax expense computed at United States statutory tax rate	90		126
Valuation allowances	7		3
U.S. foreign income items, net of credits	(8)		7
Other	17		23
Income tax expense (benefit) computed at effective worldwide tax rates	$	106	$	159

At the end of each interim period, we estimate the effective tax rate expected to be applicable for the full fiscal year and the impact of discrete items, if any, and adjust the quarterly rate as necessary.

Other Income Tax Matters

During its examination of Whirlpool’s 2009 U.S. federal income tax return, the IRS asserted that income earned by a Luxembourg subsidiary via its Mexican branch should be recognized as income on its 2009 U.S. federal income tax return. The Company believed the proposed assessment was without merit and contested the matter in United States Tax Court (US Tax Court). Both Whirlpool and the IRS moved for partial summary judgment on this issue. On May 5, 2020, the US Tax Court granted the IRS’s motion for partial summary judgment and denied Whirlpool’s.

The Company appealed the US Tax Court decision to the United States Court of Appeals for the Sixth Circuit, and, on December 6, 2021, the three-judge panel, in a divided decision, affirmed the U.S. Tax Court decision (the "Ruling"). The Company recorded a reserve of $98 million in the fourth quarter of 2021, which represents the expected increase in the Company’s net income tax expense, plus interest, for 2009 through 2019, which represents all of the Company’s tax years that were affected by the Ruling. On January 20, 2022, the Company filed a petition for rehearing with the Sixth Circuit, which was denied on March 2, 2022. The Company is evaluating its legal options going forward.

(14) SEGMENT INFORMATION

Our reportable segments are based upon geographical region and are defined as North America, EMEA, Latin America and Asia. These regions also represent our operating segments. Each segment manufactures home appliances and related components, but serves strategically different marketplaces. The chief operating decision maker, who is the Company's Chairman and Chief Executive Officer, evaluates performance based on each segment's earnings (loss) before interest and taxes (EBIT), which we define as operating profit less interest and sundry (income) expense and excluding restructuring costs, asset impairment charges and certain other items that management believes are not indicative of the region's ongoing performance, if any. Total assets by segment are those assets directly associated with the respective operating activities. The "Other/Eliminations" column primarily includes corporate expenses, assets and eliminations, as well as restructuring costs, asset impairment charges and certain other items that management believes are not indicative of the region's ongoing performance, if any. Intersegment sales are eliminated within each region.

The tables below summarize performance by operating segment for the periods presented:



	Three Months Ended March 31,
	OPERATING SEGMENTS
	North America		EMEA		Latin America		Asia		Other / Eliminations		Total Whirlpool
Net sales
2022	$	2,791	$	1,084	$	760	$	285	$	—	$	4,920
2021	3,044		1,171		732		411		—		5,358
Intersegment sales
2022	$	72	$	24	$	360	$	11	$	(467)	$	—
2021	79		24		310		111		(524)		—
Depreciation and amortization
2022	$	43	$	35	$	16	$	5	$	13	$	112
2021	46		46		15		13		21		141
EBIT
2022	$	454	$	(27)	$	54	$	14	$	(32)	$	463
2021	607		21		62		21		(67)		644
Total assets
March 31, 2022	$	8,071	$	9,807	$	4,851	$	1,579	$	(4,821)	$	19,487
December 31, 2021	7,980		10,210		4,716		1,565		(4,186)		20,285
Capital expenditures
2022	$	30	$	12	$	23	$	6	$	16	$	87
2021	31		17		15		3		7		73

The following table summarizes the reconciling items in the Other/Eliminations column for total EBIT for the periods presented:


	Three Months Ended March 31,
in millions	2022		2021
Items not allocated to segments:
Restructuring costs	$	(5)	$	(20)



Corporate expenses and other	(27)		(47)
Total other/eliminations	$	(32)	$	(67)

A reconciliation of our segment information for total EBIT to the corresponding amounts in the Consolidated Condensed Statements of Comprehensive Income (Loss) is shown in the table below for the periods presented:


	Three Months Ended March 31,
in millions	2022		2021
Operating profit	$	461	$	618
Interest and sundry (income) expense	(7)		(26)
Equity method investment income (loss), net of tax	(5)		—
Total EBIT	$	463	$	644
Interest expense	41		45
Income tax expense	106		159
Net earnings (loss)	$	316	$	440
Less: Net earnings available to noncontrolling interests	3		7
Net earnings (loss) available to Whirlpool	$	313	$	433


ITEM 2.			MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to promote understanding of the results of operations and financial condition of the Company and generally discusses the results of operations for the current quarter compared to the same prior year period. MD&A is provided as a supplement to, and should be read in connection with, the Consolidated Condensed Financial Statements and Notes to the Consolidated Condensed Financial Statements included in this Form 10-Q.

Certain references to particular information in the Notes to the Consolidated Condensed Financial Statements are made to assist readers.

ABOUT WHIRLPOOL

Whirlpool Corporation ("Whirlpool"), committed to being the best global kitchen and laundry company, in constant pursuit of improving life at home, was incorporated in 1955 under the laws of Delaware and was founded in 1911. Whirlpool manufactures products in 10 countries and markets products in nearly every country around the world. We have received worldwide recognition for accomplishments in a variety of business and social efforts, including leadership, diversity, innovative product design, business ethics, social responsibility and community involvement. We conduct our business through four operating segments, which we define based on geography. Whirlpool's operating segments consist of North America, Europe, Middle East and Africa ("EMEA"), Latin America and Asia. Whirlpool had approximately $22 billion in annual net sales and 69,000 employees in 2021.

OVERVIEW

Whirlpool delivered solid first-quarter GAAP net earnings available to Whirlpool of $313 million (net earnings margin of 6.4%), or $5.33 per share, compared to GAAP net earnings available to Whirlpool of $433 million (net earnings margin of 8.1%), or $6.81 per share in the same prior-year period. Whirlpool delivered cash provided by (used in) operating activities of $(328) million, compared to $182 million in 2021 and free cash flow (non-GAAP) of $(415) million, compared to free cash flow of $109 million(1) in 2021.

Whirlpool delivered solid first-quarter ongoing (non-GAAP) earnings per share of $5.31 and ongoing EBIT margin of 9.4%, compared to $7.20 and 12.4% in the same prior-year period. On a GAAP and ongoing basis, earnings and margin decline were driven by a revenue decline caused by what we believe to be a temporary slowdown primarily driven by the impact from ongoing supply disruptions, and also by the Whirlpool China divestiture. Margins were negatively impacted by accelerated cost inflation and decline in volume, partially offset by positive price/mix and decreased selling, general and administrative expenses.

We are very pleased with our ability to navigate another difficult operating environment. We have taken actions to deliver strong margins including the execution of our previously announced cost-based price increases and diligent cost management practices.

For additional information regarding non-GAAP financial measures, see the Non-GAAP Financial Measures section of this Management's Discussion and Analysis.

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

RESULTS OF OPERATIONS

The following table summarizes the consolidated results of operations for the periods presented:


	Three Months Ended March 31,
Consolidated - Millions of dollars, except per share data	2022		2021		Better/(Worse) %
Net sales	$	4,920	$	5,358	(8.2)%
Gross margin	851		1,148		(25.9)
Selling, general and administrative	376		493		23.7
Restructuring costs	5		20		75.0

Interest and sundry (income) expense	(7)		(26)		(73.1)
Interest expense	41		45		8.9
Income tax expense (benefit)	106		159		33.3
Net earnings available to Whirlpool	313		433		(27.7)
Diluted net earnings available to Whirlpool per share	$	5.33	$	6.81	(21.7)%

Consolidated net sales decreased 8.2% for the three months ended March 31, 2022 compared to the same period in 2021. The decrease for the three months ended March 31, 2022 was primarily driven by lower volume and Whirlpool China divestiture, partially offset by favorable product price/mix. Excluding the impact of foreign currency, net sales decreased 6.9% for the three months ended March 31, 2022, compared to the same period in 2021.

The consolidated gross margin percentage of 17.3% for the three months ended March 31, 2022 decreased 4.1% compared to 21.4% in the same prior-year period, primarily driven by raw material and other cost inflation and lower volume, partially offset by favorable product price/mix.

Our operating segments are based upon geographical region and are defined as North America, EMEA, Latin America and Asia. These regions also represent our reportable segments. The chief operating decision maker evaluates performance based on each segment's earnings (loss) before interest and taxes (EBIT), which we define as operating profit less interest and sundry (income) expense and excluding restructuring costs, asset impairment charges and certain other items that management believes are not indicative of the region's ongoing performance, if any. For additional information, see Note 14 to the Consolidated Condensed Financial Statements.

The following is a discussion of results for each of our operating segments. Each of our operating segments have been impacted by the COVID-19 pandemic in the area of manufacturing operations. Excess capacity costs were not material for the three months ended March 31, 2022. Additionally, operating segments have been impacted by disruptions in supply chains and distribution channels, among other macroeconomic and COVID-19 related impacts.

During the quarter, our EMEA operating segment began to experience sales, distribution, supply chain, and manufacturing disruptions, primarily in Eastern Europe, as a result of the Russian invasion of Ukraine and related conflict and sanctions. The impact of the conflict in Ukraine is not material to the Consolidated Condensed Financial Statements for the three months ended March 31, 2022. Business disruption and financial impacts may increase in future periods in the event of escalated conflict, potential imposition of new sanctions and counter measures, and related macroeconomic impacts. Please see Item 1A. Risk Factors of this quarterly report on Form 10-Q for additional information regarding the risks that we have or may in the future experience as a result of the conflict in Ukraine and related sanctions.

NORTH AMERICA

Net Sales

Net sales decreased 8.3% for the three months ended March 31, 2022 compared to the same period in 2021. The decrease is primarily driven by decreased volume, partially offset by favorable product price/mix.

EBIT

EBIT decreased for the three months ended March 31, 2022 compared to the same period in 2021 primarily due to raw material and other cost inflation as well as lower volume, partially offset by favorable product price/mix. EBIT margin was 16.3% for the three months ended March 31, 2022 compared to 19.9% for the same period in 2021.

EMEA

Net Sales

Net sales decreased 7.4% for the three months ended March 31, 2022 compared to the same period in 2021. The decrease is primarily driven by reduced volume and the impact of foreign currency, partially offset by favorable product price/mix. Excluding the impact from foreign currency, net sales were flat for the three months ended March 31, 2022 compared to the same period in 2021.

EBIT

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

LATIN AMERICA

Net Sales

Net sales increased 3.8% for the three months ended March 31, 2022 compared to the same period in 2021. The increase is primarily driven by favorable product price/mix, partially offset by lower volume. Excluding the impact from foreign currency, net sales increased 0.8% for the three months ended March 31, 2022 compared to the same period in 2021.

EBIT

EBIT decreased for the three months ended March 31, 2022 compared to the same period in 2021. The decrease is primarily due to raw material inflation and decreased volume, partially offset by favorable product price/mix. EBIT margin was 7.1% for the three months ended March 31, 2022 compared to 8.5% for the same period in 2021.

ASIA

Net Sales

Net sales decreased 30.7% for the three months ended March 31, 2022 compared to the same period in 2021. This decrease is primarily driven by the sale of Whirlpool China and decreased volume. Excluding the impact from foreign currency, net sales decreased 28.8% for the three months ended March 31, 2022 compared to the same period in 2021.

EBIT

EBIT decreased for the three months ended March 31, 2022 compared to the same period in 2021. The decrease for the three months ended March 31, 2022 is primarily due to decreased volume and raw material inflation, partially offset by favorable product price/mix. EBIT margin was 4.8% for the three months ended March 31, 2022 compared to 5.1% for the same period in 2021.

Selling, General and Administrative

The following table summarizes selling, general and administrative expenses as a percentage of net sales by region for the periods presented:


	Three Months Ended March 31,
Millions of dollars	2022		As a % of Net Sales		2021		As a % of Net Sales
North America	$	160	5.7	%	$	176	5.8	%
EMEA	95		8.8		133		11.4
Latin America	64		8.4		60		8.2
Asia	32		11.2		55		13.4
Corporate/other	25		—		69		—
Consolidated	$	376	7.6	%	$	493	9.2	%

Consolidated selling, general and administrative expenses decreased for the three months ended March 31, 2022 compared to the same period in 2021 and is primarily driven by a gain from a sale-leaseback transaction, divestiture of businesses and the benefits of prior restructuring actions.

For additional information, see Note 1 to the Consolidated Condensed Financial Statements.

Restructuring

We incurred restructuring charges of $5 million for the three months ended March 31, 2022 compared to $20 million for the same period in 2021. For the full year 2022, we expect to incur less than $50 million of restructuring charges.

For additional information, see Note 12 to the Consolidated Condensed Financial Statements.

Interest and Sundry (Income) Expense

Interest and sundry income decreased for the three months ended March 31, 2022 compared to the same period in 2021. The decrease is primarily driven by the impact of foreign currency.

Interest Expense

Interest expense is flat for the three months ended March 31, 2022 compared to the same period in 2021.

Income Taxes

Income tax expense was $106 million for the three months ended March 31, 2022 compared to income tax expense of $159 million in the same period of 2021. For the three months ended March 31, 2022, the decrease in income tax expense from the prior period is primarily due to lower earnings.

For additional information, see Note 13 to the Consolidated Condensed Financial Statements.

Other Information

Goodwill and Indefinite-Lived Intangible Assets

Our Critical Accounting Policies and Estimates for goodwill and other indefinite-lived intangibles are disclosed in Note 1 to the Consolidated Financial Statements and in Management's Discussion and Analysis of our annual report on Form 10-K for the fiscal year ended December 31, 2021.

We continue to monitor the significant global economic uncertainty, including any potential impacts from the ongoing conflict in Ukraine and related sanctions, to assess the outlook for demand for our products and the impact on our business and our overall financial performance. Our Maytag trademark continues to be at risk and none of our reporting units or other indefinite-lived intangible assets are presently at risk for future impairment.

For additional information, see Note 1 to the Consolidated Condensed Financial Statements.

FINANCIAL CONDITION AND LIQUIDITY

Background

Our objective is to finance our business through operating cash flow and the appropriate mix of long-term and short-term debt. By diversifying the maturity structure, we avoid concentrations of debt, reducing liquidity risk. We have varying needs for short-term working capital financing as a result of the nature of our business. We regularly review our capital structure and liquidity priorities, which include funding innovation and growth through capital expenditures and research and development expenditures as well as opportunistic mergers and acquisitions; and providing returns to shareholders through dividends, share repurchases and maintaining our strong investment grade rating.

The Company believes that free cash flow provides stockholders with a relevant measure of liquidity and a useful basis for assessing Whirlpool's ability to fund its activities and obligations. Whirlpool has historically been able to leverage its strong free cash flow generation to fund our operations, pay for any debt servicing costs and allocate capital for reinvestment in our business, funding share repurchases and dividend payments.

Our short-term potential uses of liquidity include funding our business operations, ongoing capital spending and returns to shareholders. We currently have $548 million of long-term debt maturing in the next twelve months, and are currently evaluating our options in connection with this maturing debt, which may include repayment through refinancing, free cash flow generation or cash on hand.

We monitor the credit ratings and market indicators of credit risk of our lending, depository, derivative counterparty banks, and customers regularly, and take certain actions to manage credit risk. We diversify our deposits and investments in short-term cash equivalents to limit the concentration of exposure by counterparty.

Cash and cash equivalents

The Company had cash and cash equivalents of approximately $2.1 billion at March 31, 2022, the majority of which was held in the United States. For cash in each of its foreign subsidiaries, the Company makes an assertion regarding the amount of earnings intended for permanent reinvestment, with the balance available to be repatriated to the United States. The cash held by foreign subsidiaries for permanent reinvestment is generally used to finance the subsidiaries' operational activities and expected future foreign investments. Our intent is to permanently reinvest these funds outside of the United States and our current plans do not demonstrate a need to repatriate the cash to fund our U.S. operations. However, if these funds were repatriated, we would be required to accrue and pay applicable United States taxes (if any) and withholding taxes payable to various countries. It is not practicable to estimate the amount of the deferred tax liability associated with the repatriation of cash due to the complexity of its hypothetical calculation.

At March 31, 2022, we had cash or cash equivalents greater than 1% of our consolidated assets in the United States (4.4%), Mexico (1.4%), Brazil (1.3%) and India (1.1%). In addition, we had third-party accounts receivable outside of the United States greater than 1% of our consolidated assets in Italy and Brazil, which represented 1.5% and 1.5%, respectively. We continue to monitor general financial instability and uncertainty globally.

Revolving credit facility and other committed credit facilities

The Company maintains a $3.5 billion revolving credit facility. There were no amounts borrowed on the facility during the three months ended March 31, 2022.

We were in compliance with both our debt to capitalization ratio and interest coverage ratio under the revolving credit facility as of March 31, 2022. We closely monitor our ability to meet these covenants in future periods and expect to continue to be in compliance.

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

Notes payable

Notes payable consists of short-term borrowings payable to banks and commercial paper, which are generally used to fund working capital requirements. At March 31, 2022, we have no notes payable under the revolving credit facility. For additional information, see Note 6 to the Consolidated Condensed Financial Statements.

Trade customers

We continue to review customer conditions globally. We had no material effect from customer insolvencies during the three months ended March 31, 2022, nor do we have immediate visibility into customer insolvency situations materializing in the future. We continue to monitor these situations, considering each geographic region, the unique credit risk specific to the country, marketplace and economic environment, and take appropriate risk mitigation steps.

For additional information on guarantees, see Note 7 to the Consolidated Condensed Financial Statements.

Other matters

We have announced that we are conducting a portfolio review focused on accelerating our transformation towards higher margin and higher growth businesses. This review will include a strategic assessment of our EMEA business and we expect to conclude such assessment by the end of the third quarter of 2022.

Share Repurchase Program

For additional information about our share repurchase program, see Note 11 to the Consolidated Condensed Financial Statements.

Sources and Uses of Cash

The following table summarizes the net increase (decrease) in cash, cash equivalents and restricted cash for the periods presented:


	Three Months Ended March 31,
Millions of dollars	2022		2021
Cash provided by (used in):
Operating activities	$	(328)	$	182
Investing activities	(12)		(60)
Financing activities	(631)		(234)
Effect of exchange rate changes	41		(58)
Net change in cash, cash equivalents and restricted cash	$	(930)	$	(170)

Cash Flows from Operating Activities

More cash was used in operating activities during the three months ended March 31, 2022 compared to the same period in 2021. The decrease in cash provided by operating activities was primarily driven by unfavorable changes in working capital and lower cash earnings. The working capital change was driven by increased inventory due to higher input costs and decreased accounts payable driven largely by lower production volumes, partially offset by a decrease in accounts receivable as a result of lower sales volumes.

The timing of cash flows from operations varies significantly throughout the year primarily due to changes in production levels, sales patterns, promotional programs, funding requirements, credit management, as well as receivable and payment terms. Depending on the timing of cash flows, the location of cash balances, as well as the liquidity requirements of each country, external sources of funding are used to support working capital requirements.

Cash Flows from Investing Activities

Cash used in investing activities during the three months ended March 31, 2022 decreased compared to the same period in 2021 due to the proceeds from a sale-leaseback transaction.

For additional information, see Note 1 to the Consolidated Condensed Financial Statements.

Cash Flows from Financing Activities

Cash used in financing activities during the three months ended March 31, 2022 increased by $397 million compared to the same period in 2021, which primarily reflects increased share repurchases and an increase in the dividend compared to the same prior-year period.

Financing Arrangements

The Company had total committed credit facilities of approximately $3.7 billion at March 31, 2022. These facilities are geographically reflective of the Company's global operations. The Company is confident that the committed credit facilities are sufficient to support its global operations. We had no borrowings outstanding under the committed credit facilities at March 31, 2022 or December 31, 2021, respectively.

For additional information about our financing arrangements, see Note 6 to the Consolidated Condensed Financial Statements.

Dividends

In February 2022, our Board of Directors approved a 25% increase in our quarterly dividend on our common stock to $1.75 per share from $1.40 per share, representing the 10th consecutive year of increased dividends.

Off-Balance Sheet Arrangements

In the ordinary course of business, we enter into agreements with financial institutions to issue bank guarantees, letters of credit, and surety bonds. These agreements are primarily associated with unresolved tax matters in Brazil, as is customary under local regulations, and other governmental obligations and debt agreements. At March 31, 2022, we had approximately $341 million outstanding under these agreements.

For additional information about our off-balance sheet arrangements, see Notes 6 and 7 to the Consolidated Condensed Financial Statements.

NON-GAAP FINANCIAL MEASURES

We supplement the reporting of our financial information determined under U.S. generally accepted accounting principles (GAAP) with certain non-GAAP financial measures, some of which we refer to as "ongoing" measures, including:

•Earnings before interest and taxes (EBIT)

•EBIT margin

•Ongoing EBIT

•Ongoing earnings per diluted share

•Ongoing EBIT margin

•Sales excluding foreign currency

•Free cash flow

•Gross debt leverage

Ongoing measures, including ongoing earnings per diluted share and ongoing EBIT, exclude items that may not be indicative of, or are unrelated to, results from our ongoing operations and provide a better baseline for analyzing trends in our underlying businesses. EBIT margin is calculated by dividing EBIT by net sales. Sales excluding foreign currency is calculated by translating the current period net sales, in functional currency, to U.S. dollars using the prior-year period's exchange rate compared to the prior-year period net sales. Management believes that sales excluding foreign currency provides stockholders with a clearer basis to assess our results over time, excluding the impact of exchange rate fluctuations. Management believes that Gross Debt Leverage (Gross Debt/Ongoing EBITDA) provides stockholders with a clearer basis to assess the

Company's ability to pay off its incurred debt. We also disclose segment EBIT, which we define as operating profit less interest and sundry (income) expense and excluding restructuring costs, asset impairment charges and certain other items, if any, that management believes are not indicative of the region's ongoing performance, as the financial metric used by the Company's Chief Operating Decision Maker to evaluate performance and allocate resources in accordance with ASC 280, Segment Reporting.

Management believes that free cash flow and adjusted free cash flow provides stockholders with a relevant measure of liquidity and a useful basis for assessing Whirlpool's ability to fund its activities and obligations. The Company provides free cash flow and adjusted free cash flow related metrics, such as free cash flow and adjusted free cash flow as a percentage of net sales, as long-term management goals, not an element of its annual financial guidance, and as such does not provide a reconciliation of free cash flow and adjusted free cash flow to cash provided by (used in) operating activities, the most directly comparable GAAP measure, for these long-term goal metrics. Any such reconciliation would rely on market factors and certain other conditions and assumptions that are outside of the Company's control. Whirlpool does not provide a non-GAAP reconciliation for its other forward-looking long-term value creation and other goals, such as organic net sales, EBIT, and gross debt/Ongoing EBITDA, as such reconciliation would rely on market factors and certain other conditions and assumptions that are outside of the company’s control.

We believe that these non-GAAP measures provide meaningful information to assist investors and stockholders in understanding our financial results and assessing our prospects for future performance, and reflect an additional way of viewing aspects of our operations that, when viewed with our GAAP financial measures, provide a more complete understanding of our business. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names. These non-GAAP financial measures should not be considered in isolation or as a substitute for reported net earnings (loss) available to Whirlpool, net sales, net earnings as a percentage of net sales (net earnings margin), net earnings (loss) per diluted share and cash provided by (used in) operating activities, the most directly comparable GAAP financial measures. We strongly encourage investors and stockholders to review our financial statements and publicly-filed reports in their entirety and not to rely on any single financial measure.

Please refer to a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures below.


Ongoing Earnings Before Interest & Taxes (EBIT) Reconciliation: in millions	Three Months Ended March 31,
	2022		2021
Net earnings available to Whirlpool (1)	$	313	$	433
Net earnings (loss) available to noncontrolling interests	3		7
Income tax expense (benefit)	106		159
Interest expense	41		45
Earnings before interest & taxes	$	463	$	644
Restructuring expense (a)	0		20




Ongoing EBIT(2)	$	463	$	664

(1)Net earnings margin is approximately 6.4% for the three months ended March 31, 2022 compared to 8.1% in the same prior year period. Net earnings margin is calculated by dividing net earnings (loss) available to Whirlpool by consolidated net sales for the three months ended March 31, 2022.

(2)Ongoing EBIT margin is approximately 9.4% for the three months ended March 31, 2022 compared to 12.4% in the same prior year period. Ongoing EBIT margin is calculated by dividing Ongoing EBIT by consolidated net sales for the three months ended March 31, 2022.


Earnings Per Diluted Share	Three Months Ended March 31,
	2022		2021
Earnings per diluted share	$	5.33	$	6.81
Restructuring expense (a)	—		0.31



Income tax impact	$	—	$	(0.08)
Normalized tax rate adjustment (b)	(0.02)		0.16
Ongoing earnings per diluted share	$	5.31	$	7.20

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


Free Cash Flow (FCF) Reconciliation: in millions	Three Months Ended March 31,		Three Months Ended March 31,
	2022		2021
			As adjusted
Cash provided by (used in) operating activities	$	(328)	$	182
Capital expenditures	(87)		(73)
Free cash flow	$	(415)	$	109

Cash provided by (used in) investing activities	$	(12)	$	(60)
Cash provided by (used in) financing activities	(631)		(234)

Adjusted Free Cash Flow (FCF) Reconciliation: in millions			Three Months Ended March 31,
			2021
Cash provided by (used in) operating activities			$	182
Capital expenditures			(73)
Proceeds from sale of assets and business			13
Change in restricted cash			10
Adjusted free cash flow			$	132

Cash provided by (used in) investing activities			$	(60)
Cash provided by (used in) financing activities			(234)

Footnotes

(a) Restructuring expense - In 2022, and moving forward, we will only exclude restructuring actions greater than $50 million from our ongoing results. In 2021, these costs were primarily related to actions that right-size and reduce the fixed cost structure of our EMEA business and other centralized functions.

(b) Normalized tax rate adjustment - During the first quarter of 2022, the Company calculated ongoing earnings per share using an adjusted tax rate of 25.0% to reconcile to our anticipated full-year effective tax rate between 24.0% and 26.0%. During the first quarter of 2021, the Company calculated ongoing earnings per share using an adjusted tax rate of 25.0%, to reconcile to our anticipated full-year 2021 effective tax rate between 24% and 26%.

FORWARD-LOOKING PERSPECTIVE

Earnings per diluted share presented below are net of tax. We currently estimate at our anticipated 2022 full-year adjusted tax rate between 24.0% and 26.0%. We currently estimate earnings per diluted share for 2022 to be within the following ranges:


			2022
			Current Outlook
Estimated earnings per diluted share, for the year ending December 31, 2022			$24.00 - $26.00







Industry Demand
North America			~0%
EMEA			(5) - (3)%
Latin America			(4) - (2)%
Asia			5-6%

For the full-year 2022, we expect to generate cash from operating activities of approximately $1.95 billion and free cash flow of approximately $1.25 billion, including restructuring cash outlays of approximately $50 million and capital expenditures of approximately $700 million.

The table below reconciles projected 2022 cash provided by operating activities determined in accordance with GAAP to free cash flow, a non-GAAP measure. Management believes that free cash flow provides stockholders with a relevant measure of liquidity and a useful basis for assessing Whirlpool's ability to fund its activities and obligations. There are limitations to using non-GAAP financial measures, including the difficulty associated with comparing companies that use similarly named non-GAAP measures whose calculations may differ from our calculations. For 2022 we define free cash flow as cash provided by operating activities less capital expenditures. For additional information regarding non-GAAP financial measures, see the Non-GAAP Financial Measures section of this Management's Discussion and Analysis.


Millions of dollars			2022
			Current Outlook
Cash provided by (used in) operating activities (1)			$1,950
Capital expenditures			(700)
Free cash flow			$1,250

(1)Financial guidance on a GAAP basis for cash provided by (used in) financing activities and cash provided by (used in) investing activities has not been provided because in order to prepare any such estimate or projection, the Company would need to rely on market factors and certain other conditions and assumptions that are outside of its control.

The projections above are based on many estimates and are inherently subject to change based on future decisions made by management and the Board of Directors of Whirlpool, and significant economic, competitive and other uncertainties and contingencies. Additional information concerning these and other factors can be found in the "Risk Factors" section of our Annual Report on Form 10-K, as updated in Part II, Item 1A of our Quarterly Reports on Form 10-Q.

OTHER MATTERS

For additional information regarding certain of our loss contingencies/litigation, see Note 7 and Note 13 to the Consolidated Condensed Financial Statements. Unfavorable outcomes in these proceedings could have a material adverse effect on our financial statements in any particular reporting period.

Antidumping and Safeguard Petitions

As previously reported, Whirlpool filed petitions in 2011 and 2015 alleging that Samsung, LG and Electrolux violated U.S. and international trade laws by dumping large residential washers into the U.S. Those petitions resulted in orders imposing antidumping duties on certain large residential washers imported from South Korea, Mexico, and China, and countervailing duties on certain large residential washers from South Korea. In March 2019, the order covering certain large residential washers from Mexico was extended for an additional five years, while the order covering certain large residential washers from South Korea was revoked. The

order covering certain large residential washers from China is currently subject to administrative review to determine whether the order should be extended.

Whirlpool also filed a safeguard petition in May 2017 to address our concerns that Samsung and LG were evading U.S. trade laws by moving production from countries covered by antidumping orders. A safeguard remedy went into effect in February 2018, implementing tariffs on finished large residential washers and certain covered parts for three years. In January 2021, the remedy was extended for two years until February 2023. During the fourth year of the remedy, beginning February 7, 2021, the remedy imposes a 15% tariff on the first 1.2 million large residential washers imported into the United States (under tariff) and a 35% tariff on such imports in excess of 1.2 million, and also imposes a 35% tariff on washer tub, drum, and cabinet imports in excess of 110,000. Consistent with modifications to the order approved in 2020, the 1.2 million under tariff is allocated by quarter (300,000 large residential washers per quarter). We cannot speculate on the modification's impact in future quarters, which will depend on Samsung and LG's U.S. production capabilities and import plans. These orders are subject to administrative reviews and possible appeals.

Raw Materials and Global Economy

The current domestic and international political environment have contributed to uncertainty surrounding the future state of the global economy. We have experienced raw material inflation in certain prior years based on the impact of U.S. tariffs and other global macroeconomic factors. Due to many factors beyond our control, including the conflict in Ukraine and related sanctions, COVID-related shutdowns and government actions in China, we expect to continue to be impacted by the following factors: global shortage of certain components, other supply chain constraints and cost inflation, all of which we expect to continue in 2022. This could require us to modify our current business practices, and could have a material adverse effect on our financial statements in any particular reporting period.


ITEM 3.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to our exposures to market risk since December 31, 2021.


ITEM 4.			CONTROLS AND PROCEDURES

(a)Evaluation of disclosure controls and procedures

Prior to filing this report, we completed an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of March 31, 2022. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2022.

(b)Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting that occurred during the most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II. OTHER INFORMATION


ITEM 1.			LEGAL PROCEEDINGS

Information with respect to legal proceedings can be found under the heading "Commitments and Contingencies" in Note 7 and “Other Income Tax Matters” in Note 13 to the Consolidated Condensed Financial Statements contained in Part I, Item 1 of this report.


ITEM 1A.			RISK FACTORS

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, other than as set forth below.

OPERATIONAL RISKS

We have been impacted and may in the future be adversely impacted by the ongoing Russian invasion of Ukraine and related conflict and sanctions.

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

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

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

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


ITEM 2.			UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table summarizes repurchases of Whirlpool's common stock in the three months ended March 31, 2022:


Period (Millions of dollars, except number and price per share)	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans
January 1, 2022 through January 31, 2022	363,039	$	207	363,039	$	1,415
February 1, 2022 through February 28, 2022	693,200	$	200	693,200	$	3,267
March 1, 2022 through March 31, 2022	1,618,958	$	197	1,618,958	$	2,948
Total	2,675,197	$	199	2,675,197

Share repurchases are made from time to time on the open market as conditions warrant. The programs do not obligate us to repurchase any of our shares and have no expiration date.


ITEM 3.			DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4.			MINE SAFETY DISCLOSURES

Not applicable.


ITEM 5.			OTHER INFORMATION

None.


ITEM 6.			EXHIBITS


Exhibit 10.1			Amendment dated February 14, 2022 to the Whirlpool Corporation 2018 Omnibus Stock and Incentive Plan

Exhibit 10.2			Whirlpool Corporation 2018 Omnibus Stock and Incentive Plan Strategic Excellence Program Performance Restricted Stock Unit Award Document

Exhibit 10.3			Whirlpool Corporation 2018 Omnibus Stock and Incentive Plan Strategic Excellence Program Stock Option Award Document

Exhibit 10.4			Amendment dated February 14, 2022 to the Whirlpool Corporation Executive Performance Excellence Plan

Exhibit 10.5			Amendment dated February 14, 2022 to the Whirlpool Corporation Executive Deferred Savings Plan II

Exhibit 10.6			Amendment dated February 14, 2022 to the Whirlpool Corporation Supplemental Executive Retirement Plan

Exhibit 31.1			Certification of Chief Executive Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2			Certification of Chief Financial Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1			Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH			Inline XBRL Taxonomy Extension Schema Document

101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document

Exhibit 104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


									WHIRLPOOL CORPORATION
									(Registrant)
			By:						/s/ JAMES W. PETERS
			Name:						James W. Peters
			Title:						Executive Vice President and Chief Financial Officer
			Date:						April 26, 2022