WHIRLPOOL CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS

(Millions of dollars, except share ~~data~~)data)


	(Unaudited)
	September 30, 2021		December 31, 2020

Assets
Current assets
Cash and cash equivalents	$	2,875	$	2,924
Accounts receivable, net of allowance of $103 and $132, respectively	3,187		3,109
Inventories	2,876		2,301

Prepaid and other current assets	788		795

Total current assets	9,726		9,129
Property, net of accumulated depreciation of $6,627 and $6,780, respectively	2,713		3,199
Right of use assets	973		989
Goodwill	2,492		2,496
Other intangibles, net of accumulated amortization of $519 and $673, respectively	1,993		2,194
Deferred income taxes	2,061		2,189
Other noncurrent assets	436		240
Total assets	$	20,394	$	20,436
Liabilities and stockholders' equity
Current liabilities
Accounts payable	$	5,127	$	4,834
Accrued expenses	696		637
Accrued advertising and promotions	810		831
Employee compensation	587		648
Notes payable	12		12
Current maturities of long-term debt	298		298
Other current liabilities	761		1,070

Total current liabilities	8,291		8,330
Noncurrent liabilities
Long-term debt	4,961		5,059
Pension benefits	441		516
Postretirement benefits	153		166
Lease liabilities	813		838
Other noncurrent liabilities	606		732
Total noncurrent liabilities	6,974		7,311
Stockholders' equity
Common stock, $1 par value, 250 million shares authorized, 114 million and 113 million shares issued, respectively, and 61 million and 63 million shares outstanding, respectively	114		113
Additional paid-in capital	3,011		2,923
Retained earnings	9,957		8,725
Accumulated other comprehensive loss	(2,412)		(2,811)
Treasury stock, 53 million and 50 million shares, respectively	(5,706)		(5,065)
Total Whirlpool stockholders' equity	4,964		3,885
Noncontrolling interests	165		910
Total stockholders' equity	5,129		4,795
Total liabilities and stockholders' equity	$	20,394	$	20,436

(Unaudited)

September 30,
2017
December 31,
2016
Assets

Current assets

Cash and cash equivalents $ 1,087

$ 1,085
Accounts receivable, net of allowance of $171 and $185, respectively 3,102

2,711
Inventories 3,345

2,623
Prepaid and other current assets 1,115

920
Total current assets 8,649

7,339
Property, net of accumulated depreciation of $6,741 and $6,055, respectively 3,865

3,810
Goodwill 3,093

2,956
Other intangibles, net of accumulated amortization of $455 and $387, respectively 2,604

2,552
Deferred income taxes 2,322

2,154
Other noncurrent assets 305

342
Total assets $ 20,838

$ 19,153
Liabilities and stockholders’ equity

Current liabilities

Accounts payable $ 4,728

$ 4,416
Accrued expenses 677

649
Accrued advertising and promotions 792

742
Employee compensation 428

390
Notes payable 1,442

34
Current maturities of long-term debt 671

560
Other current liabilities 898

871
Total current liabilities 9,636

7,662
Noncurrent liabilities

Long-term debt 3,669

3,876
Pension benefits 1,015

1,074
Postretirement benefits 346

334
Other noncurrent liabilities 485

479
Total noncurrent liabilities 5,515

5,763
Stockholders’ equity

Common stock, $1 par value, 250 million shares authorized, 112 million and 111 million shares issued, and 72 million and 74 million shares outstanding, respectively 112

111
Additional paid-in capital 2,733

2,672
Retained earnings 7,697

7,314
Accumulated other comprehensive loss (2,316 )
(2,400 )
Treasury stock, 40 million and 37 million shares, respectively (3,474 )
(2,924 )
Total Whirlpool stockholders’ equity 4,752

4,773
Noncontrolling interests 935

955
Total stockholders’ equity 5,687

5,728
Total liabilities and stockholders’ equity $ 20,838

$ 19,153

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 SEPTEMBER 30

(Millions of dollars)


	Nine Months Ended
	2021		2020

Operating activities
Net earnings	$	1,506	$	562
Adjustments to reconcile net earnings to cash provided by (used in) operating activities:
Depreciation and amortization	378		414

(Gain) loss on sale and disposal of businesses	(105)		—
(Gain) loss on previously held equity interest	(42)		—
Changes in assets and liabilities:
Accounts receivable	(289)		(663)
Inventories	(785)		168
Accounts payable	617		(162)
Accrued advertising and promotions	20		(179)
Accrued expenses and current liabilities	207		(163)
Taxes deferred and payable, net	50		88
Accrued pension and postretirement benefits	(89)		(55)
Employee compensation	10		137
Other	(184)		260
Cash provided by (used in) operating activities	1,294		407
Investing activities
Capital expenditures	(306)		(251)
Proceeds from sale of assets and businesses	299		27


Acquisition of businesses, net of cash acquired	(46)		—
Cash held by divested businesses	(393)		—

Cash provided by (used in) investing activities	(446)		(224)
Financing activities
Net proceeds from borrowings of long-term debt	300		1,031
Net proceeds (repayments) of long-term debt	(300)		(568)
Net proceeds (repayments) from short-term borrowings	1		1,405
Dividends paid	(253)		(232)
Repurchase of common stock	(641)		(121)

Common stock issued	76		16
Other	(39)		—
Cash provided by (used in) financing activities	(856)		1,531
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(51)		(125)
Increase (decrease) in cash, cash equivalents and restricted cash	(59)		1,589
Cash, cash equivalents and restricted cash at beginning of year	2,934		1,952
Cash, cash equivalents and restricted cash at end of period	$	2,875	$	3,541

Nine Months Ended

2017
2016
Operating activities

Net earnings $ 609

$ 742
Adjustments to reconcile net earnings to cash provided by (used in) operating activities:

Depreciation and amortization 487

496
Changes in assets and liabilities:

Accounts receivable (259 )
(438 )
Inventories (589 )
(518 )
Accounts payable 107

(187 )
Accrued advertising and promotions 18

(38 )
Accrued expenses and current liabilities (154 )
72
Taxes deferred and payable, net (144 )
(149 )
Accrued pension and postretirement benefits (85 )
(53 )
Employee compensation 49

(30 )
Other (72 )
(72 )
Cash used in operating activities (33 )
(175 )
Investing activities

Capital expenditures (371 )
(360 )
Proceeds from sale of assets and business 5

55
Change in restricted cash 51

14
Investment in related businesses (35 )
(10 )
Other 1

(2 )
Cash used in investing activities (349 )
(303 )
Financing activities

Proceeds from borrowings of long-term debt —

491
Repayments of long-term debt (261 )
(507 )
Net proceeds from short-term borrowings 1,365

1,369
Dividends paid (235 )
(221 )
Repurchase of common stock (550 )
(425 )
Common stock issued 33

24
Other (17 )
(2 )
Cash provided by financing activities 335

729
Effect of exchange rate changes on cash and cash equivalents 49

2
Increase in cash and cash equivalents 2

253
Cash and cash equivalents at beginning of period 1,085

772
Cash and cash equivalents at end of period $ 1,087

$ 1,025

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

NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

(1) (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”~~("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, ~~2016.~~2020.

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.

WeRisks and Uncertainties

COVID-19 continues to impact countries across the world, and the duration and severity of the effects are ~~required to make~~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 September 30, 2021.

Such 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 October 22, 2021, including those resulting from the impacts of COVID-19, will be reflected in management’s estimates for future periods.

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, 2020.

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. The goodwill in our EMEA reporting unit and our Indesit, Hotpoint*, Maytag and JennAir trademarks continue to be at risk at September 30, 2021. The goodwill in our other reporting units or indefinite-lived intangible assets are not presently at risk for future impairment.

The potential impact of demand disruptions, production impacts or supply constraints could negatively effect revenues for the Indesit, Hotpoint*, Maytag and JennAir trademarks and the EMEA reporting unit, but we remain committed to the strategic actions necessary to realize the long-term forecasted EBIT margins.

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

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 third quarter of 2021.

A lack of recovery or further deterioration in market conditions, a sustained trend of weaker than expected financial performance in EMEA or for our Indesit, Hotpoint*, Maytag or JennAir trademarks or a lack of recovery or a decline in the Company’s market capitalization, among other factors, as a result of the COVID-19 pandemic or other unforeseen events could result in an impairment charge in future periods which could have a material adverse effect on our financial statements.

Income taxes

Under U.S. GAAP, the Company calculates its quarterly tax provision based on an estimated effective tax rate for the year and then adjusts this amount by certain discrete items each quarter. Potential changing and volatile 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 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 and assets. The leases contain provisions for options to purchase, extend the original term for additional periods or return the property. At September 30, 2021 and December 31, 2020, these arrangements include residual value guarantees of up to $238 million and $220 million, respectively, that ~~affect~~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 ~~amounts reported~~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 LIBOR rate plus a margin. The impact to the Consolidated Condensed Balance Sheets and Consolidated Condensed Statements of Income (Loss) is nominal.

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, approximately $1.3 billion and $1.2 billion has been issued to participating financial institutions at September 30, 2021 and December 31, 2020, respectively.

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.

Due to the completed partial tender offer for Whirlpool China and subsequent deconsolidation of the subsidiary during the second quarter of 2021, we no longer have material supply chain financing arrangements in China. For additional information see Note 15 to the Consolidated Condensed Financial ~~Statements~~Statements.

*Whirlpool ownership of the Hotpoint brand in EMEA and ~~accompanying Notes. Actual results could differ materially~~Asia Pacific regions is not affiliated with the Hotpoint brand sold in the Americas.

Inventories

Effective January 1, 2021, the Company changed its accounting principle for inventory valuation for inventories located in the U.S. from ~~those estimates.~~

~~Certain~~a last-in, first-out ("LIFO") basis to a first-in, first-out ("FIFO") basis. All prior ~~year amounts~~periods presented in the Consolidated Condensed Financial Statements have been ~~reclassified~~retrospectively adjusted to ~~conform with current year presentation.~~apply the effects of the change in accounting principle.

~~Out~~Equity Method Investments

After May 6, 2021, Whirlpool holds an equity interest of ~~Period Adjustment~~approximately 20% in Whirlpool China, an entity which was previously controlled by the Company. We account for the remaining interest under equity method accounting and Whirlpool China and its subsidiaries continue to supply the Company in the normal course of business. Whirlpool China was also granted a license to sell Whirlpool-branded products in China.

~~During~~Subsequent to the ~~third~~completion of the partial tender offer for Whirlpool China and deconsolidation of the entity in the second quarter of ~~2017,~~2021, we ~~finalized our prior period recorded adjustments~~made purchases from Whirlpool China of $86 million and $152 million for the three and nine months ended September 30, 2021, respectively. The outstanding amount due to Whirlpool China and its subsidiaries is $139 million as of September 30, 2021. The licensing revenue and outstanding accounts receivable from Whirlpool China and its subsidiaries are not material for the periods presented.

As of September 30, 2021, the value of the equity interest in ~~our Asia operating segment primarily related to trade promotion~~Whirlpool China is $210 million and ~~increased accruals by $3 million.~~ is included in Other noncurrent assets in the Consolidated Condensed Balance Sheet.

The ~~2017 net~~Company’s share of the results of equity method investments and elimination of intra-entity results are included in Interest and sundry (income) expense in the Consolidated Condensed Income Statement and Other noncurrent assets in the Consolidated Condensed Balance Sheet. The impact of ~~these out~~equity method investments is not material for the periods presented.

For additional information, see Note 15 to the Consolidated Condensed Financial Statements.

Related Party Transactions

In 2018, Whirlpool of ~~period adjustments was~~India Limited (“Whirlpool India”), a ~~decrease~~majority-owned subsidiary of Whirlpool Corporation, acquired a 49% equity interest in Elica PB India Private Limited (“Elica PB India”) for $22 million. On September 27, 2021, the Company entered into a share purchase agreement to ~~net sales of approximately $35~~acquire an additional 38% equity interest in Elica PB India for $57 million, ~~and an increase to other operating expenses of approximately $8 million, before tax. These adjustments~~which resulted in a ~~decrease to net earnings available to~~controlling equity ownership of 87%. Following the closing of the transaction on September 29, 2021, Elica PB India is consolidated in Whirlpool Corporation's financial statements and is reported within our Asia reportable segment. The transaction resulted in a gain of approximately ~~$16~~$42 million on the Company’s previously held equity interest. This gain was recorded within Interest and sundry (income) expense during the third quarter.

The Company is in the process of finalizing independent appraisals for the purpose of allocating the purchase price to the individual assets acquired and liabilities assumed in the acquisition. The preliminary allocation of the purchase price included in the Consolidated Condensed Balance Sheet at September 30, 2021 is based on the best estimates of management and is subject to revision of the final determination of asset fair values and useful lives. Any changes to the preliminary estimates of the fair values of the assets and liabilities could potentially impact goodwill as well as future depreciation and amortization expense.

On a ~~decrease~~preliminary basis, goodwill of ~~$0.22 in diluted earnings per share. We determined~~$100 million, which is not deductible for tax purposes, has been allocated to the Asia reportable segment. The allocation has been made on the basis that the ~~impact was immaterial~~anticipated synergies identified will primarily benefit this reportable segment.

Both Whirlpool India and the non-controlling interest shareholders retain an option for Whirlpool India to ~~prior periods and this reporting period.~~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

In 2017, the FASB issued ASU No. 2017-07, "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost". The guidance in ASU 2017-07 requires that the service cost component of net periodic benefit cost for pension and postretirement benefits is recorded in the same income statement line items as other employee compensation costs arising from services rendered during the period. Service cost is included in cost of products sold and selling, general and administrative expense. The other components of net periodic pension cost and postretirement benefits cost are recorded in interest and sundry (income) expense in 2017. We ~~retrospectively~~ adopted the ~~new accounting~~following standard, in the first quarter of 2017. For the full year ended December 31, 2016, the reclassification of other components of net periodic cost, from cost of products sold and selling, general and administrative expense resulted in an increase in operating profit of approximately $14 million with an offset to interest and sundry (income) expense. For the full year ended December 31, 2015, the reclassification of other components of net periodic cost from cost of products sold and selling, general and administrative expense resulted inwhich did not have a decrease in operating profit of approximately $43 million with an offset to interest and sundry (income) expense. The reclassifications were calculated based on previously disclosed amounts. The Consolidated Statements of Comprehensive Income have been recast to reflect the retrospective adoption of this standard.

In March 2016, the FASB issued ASU No. 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting". The guidance simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of excess tax benefits in the Consolidated Statements of Cash Flows. The new standard is effective for annual reporting periods beginning after December 15, 2016, with early adoption permitted. The Company elected to early-adopt ASU 2016-09 in the fourth quarter of 2016 retrospectively to January 1, 2016. For the period ended September 30, 2016, there was no material impact ~~to diluted weighted average common shares outstanding or earnings per share ("EPS"). The~~on our Consolidated ~~Statements of Comprehensive Income have been recast to reflect the retrospective adoption of this standard.~~Condensed Financial Statements:


Standard		Effective Date
2019-12	Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes	January 1, 2021

All other ~~new~~newly issued and effective accounting standards during ~~2017~~2021 were not relevant or material to the Company.

Accounting Pronouncements Issued But Not Yet Effective

In ~~August 2017,~~March 2020, the FASB issued ~~ASU 2017-12, "Derivatives and Hedging~~Update 2020-04, "Reference Rate Reform (Topic ~~815)~~848): ~~Targeted Improvements to Accounting for Hedging Activities"~~Facilitation of the Effects of Reference Rate Reform on Financial Reporting". The ~~new standard is effective for fiscal years beginning after December 15, 2018,~~amendments in Update 2020-04 are elective and ~~interim periods within those fiscal years. Early adoption is permitted in any interim period after issuance. All transition requirements and elections should be applied~~apply to all entities that have contracts, hedging relationships, ~~existing (that is,~~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 ~~in which the hedging instrument has not expired, been sold, terminated,~~affected by reference rate reform to continue and allow a one-time election to sell or ~~exercised or the entity has not removed the designation of the hedging relationship) on the date of adoption. The effect of adoption should be reflected~~transfer debt securities classified as ~~of the beginning of the fiscal year of adoption. The Company is currently evaluating the impact of adopting this guidance.~~

held to maturity that reference a rate affected by reference rate reform. In January ~~2017,~~2021, the FASB issued ~~ASU 2017-04, "Intangibles - Goodwill and Other~~Update 2021-01, "Reference Rate Reform (Topic ~~350)~~848): ~~Simplifying the Test for Goodwill Impairment"~~Scope". The update provides additional optional guidance ~~in ASU 2017-04 eliminates~~on the ~~requirement~~transition from LIBOR to ~~determine~~include derivative instruments that use an interest rate for margining, discounting or contract price alignment. The standard will ease, if warranted, the fair value of individual assets and liabilities of a reporting unit to measure goodwill impairment. Under the amendments in the new ASU, goodwill impairment testing will be performed by comparing the fair value of the reporting unit with its carrying amount and recognizing an impairment chargerequirements for accounting for the amount by which the carrying amount exceeds the reporting unit’s fair value. The new standard is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for annual or interim goodwill impairment testing performed after January 1, 2017. The Company is currently evaluating the impact of adopting this guidance.

In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)". The guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases (FAS 13). The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption of the amendments in the update is permitted. In 2016, we established a global project management team to analyze the impact of this standard by reviewing our current accounting policies and practices in each operating segment to identify potential impacts that would result from the application of this standard. We determined changes are required to our business processes, systems and controls to effectively report leases and disclosure under the new standard. Based on our evaluation, we expect to adopt the requirements of the new standard in the first quarter of 2019.

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, "Revenue from Contracts with Customers (Topic 606)", which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This pronouncement is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period and is to be applied using one of two retrospective application methods, with early application permitted for fiscal reporting periods beginning after December 15, 2016.

Based on our evaluation, we will adopt the requirements of the new standard on January 1, 2018 and anticipate using the modified retrospective transition method. Under the modified retrospective method, we will recognize the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. The comparative information will not be restated and will continue to be reported under the accounting standards in effect for those periods.

~~Presented below is the status of the process we have utilized for the adoption of the new standard and the significant implementation matters addressed:~~

•~~We established a global cross-functional project management implementation team to assess all potential impacts of this standard.~~

•~~We are reviewing our current accounting policies and practices in each reporting segment to identify potential differences that would result from the application of this standard.~~

•We are determining key factors from the five step process to recognize revenue as prescribed by the new standard that may be applicable to each of our business units that roll up into our four segments.

•~~Customers and contracts from each business unit were identified.~~

•Evaluation of the contract provisions and the comparison of historical accounting policies and practices to the requirements of the new standard (including the related qualitative disclosures regarding the potential impact of thefuture effects of the ~~accounting policies we expect~~rate reform. An entity may elect to apply ~~and a comparison~~the amendments prospectively through December 31, 2022. We continue to ~~our current revenue recognition policies), is in process. We expect to complete this process prior to~~monitor the ~~filing~~impact the discontinuance of ~~and make disclosures in, the 2017 Form 10-K.~~

~~Based~~LIBOR or another reference rate will have on our ~~evaluation, we determined no significant changes are required to our business processes, systems~~contracts, hedging relationships and controls to effectively report revenue recognition under the new standard. Adoption of the new standard is not expected to materially change the timing or amount of revenue recognized in our Consolidated Financial Statements.

~~FASB has issued the following standards, which are not expected to have a material impact on our Consolidated Financial Statements:~~



~~Standard~~		~~Effective Date~~ ^(a)
~~2016-01~~	~~Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities~~	~~January 1, 2018~~
~~2016-15~~	~~Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments~~	~~January 1, 2018~~
~~2016-16~~	~~Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory~~	~~January 1, 2018~~
~~2016-18~~	~~Statement of Cash Flows (Topic 230): Restricted Cash~~	~~January 1, 2018~~

^{(a) Represents date standard becomes effective as indicated in the respective ASU.}

other transactions.

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

(22) 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 September 30,				Nine Months Ended September 30,
Millions of dollars	2021		2020		2021		2020
Major product categories:
Laundry	$	1,498	$	1,588	$	4,447	$	3,989
Refrigeration	1,762		1,701		5,016		4,368
Cooking	1,348		1,159		4,097		3,011
Dishwashing	479		509		1,403		1,320
Total major product category net sales	$	5,087	$	4,957	$	14,963	$	12,688
Spare parts and warranties	302		247		860		681
Other	99		87		347		289
Total net sales	$	5,488	$	5,291	$	16,170	$	13,658

The impact to revenue related to prior period performance obligations is less than 1% of global consolidated revenues for the three and nine months ended September 30, 2021.

Allowance for Expected Credit Losses

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

The following table summarizes our allowance for expected credit losses by operating segment for the nine months ended September 30, 2021:


Millions of dollars	December 31, 2020		Charged to Earnings		Write-offs		Foreign Currency		Other (1)		September 30, 2021
Accounts receivable allowance
North America	$	7	$	4	(3)		—		$	—	$	8
EMEA	67		1		(15)		(6)		—		$	47
Latin America	44		4		(2)		(1)		—		$	45
Asia	14		—		—		—		(11)		$	3
Consolidated	$	132	$	9	$	(20)	$	(7)	$	(11)	$	103
Financing receivable allowance
Latin America	$	27	$	—	$	—	$	(1)	$	—	$	26
Asia	21		—		—		—		(21)		—
	$	48	$	—	$	—	$	(1)	$	(21)	$	26
Consolidated	$	180	$	9	$	(20)	$	(8)	$	(32)	$	129

(1)Accounts receivable and financing receivable allowance of Whirlpool China which were previously classified under accounts receivable and noncurrent assets, respectively, have been removed as part of the deconsolidation of Whirlpool China. For additional information, see Note 15 to the Consolidated Condensed Financial Statements.

(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:


	September 30,
Millions of dollars	2021		2020
Cash and cash equivalents as presented in our Consolidated Condensed Balance Sheets	$	2,875	$	3,528
Restricted cash included in prepaid and other current assets(1)	—		13


Cash, cash equivalents and restricted cash as presented in our Consolidated Condensed Statements of Cash Flows	$	2,875	$	3,541


	December 31,
Millions of dollars	2020		2019
Cash and cash equivalents as presented in our Consolidated Balance Sheets	$	2,924	$	1,952
Restricted cash included in prepaid and other current assets (1)	10		—

Cash, cash equivalents and restricted cash as presented in our Consolidated Statements of Cash Flows	$	2,934	$	1,952

(1)Restricted cash represents consolidated contributions held as part of the Company's Charitable Foundation.

(4) INVENTORIES

The following table summarizes our inventories at September 30, 2021 and December 31, 2020:


Millions of dollars	September 30, 2021		December 31, 2020

Finished products	$	2,134	$	1,635
Raw materials and work in process	742		666
Total Inventories	$	2,876	$	2,301

Effective January 1, 2021, the Company changed its accounting principle for inventory valuation for inventories located in the U.S. from a last-in, first-out ("LIFO") basis to a first-in, first-out ("FIFO") basis.

(5) PROPERTY, PLANT AND EQUIPMENT

The following table summarizes our property, plant and equipment at September 30, 2021 and December 31, 2020:


Millions of dollars	September 30, 2021		December 31, 2020
Land	$	83	$	92
Buildings	1,289		1,517
Machinery and equipment	7,968		8,370
Accumulated depreciation	(6,627)		(6,780)
Property, plant and equipment, net (1)	$	2,713	$	3,199

(1) Decrease of $379 million in property, plant and equipment is due to the deconsolidation of Whirlpool China and divestment of

Turkey subsidiary entity. For additional information, see Note 15 to the Consolidated Condensed Financial Statements.

During the nine months ended September 30, 2021, in the normal course of business, we disposed of buildings, machinery and equipment with a net book value of $10 million. The net gain on the disposals was not material.

(6) FINANCING ARRANGEMENTS

Debt Offering

On April 29, 2021, Whirlpool Corporation (the “Company”), completed its 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 intends to allocate an amount equal to the net proceeds from the sale of the 2031 Notes to fund one or more new or 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. 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 September 30, 2021.

On April 27, 2020, Whirlpool Corporation entered into a revolving 364-Day Credit Agreement (the “364-Day Facility”) by and among the Company, the lenders referred to therein, and Citibank, N.A. as Administrative Agent. The 364-Day Facility provided aggregate borrowing capacity of $500 million, and expired on its termination date of April 26, 2021 with no outstanding borrowings.

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 $197 million at September 30, 2021 and $206 million at December 31, 2020, based on exchange rates then in effect, respectively. Committed credit facilities are maturing through 2023.

Facility Borrowings

On March 13, 2020, the Company initiated a borrowing of approximately $2.2 billion under the Amended Long-Term Facility, for which a portion of the proceeds from the borrowing were used to fund commercial paper repayment. The Company repaid $500 million of this Amended Long-Term Facility borrowing with the proceeds from its May 2020 Notes offering. The Company repaid an additional $500 million of this Amended Long-Term Facility borrowing by drawing on the full amount of the 364-Day Facility. All facility borrowing were repaid as of December 31, 2020 and no amounts were borrowed on the facility during the nine months ended September 30, 2021.

Notes Payable

The following table summarizes the carrying value of notes payable at September 30, 2021 and December 31, 2020:


Millions of dollars	September 30, 2021		December 31, 2020

Short-term borrowings due to banks	12		12
Total notes payable	$	12	$	12

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 nine months ended September 30, 2021, no amounts were received from the sales of accounts receivable. The Company received cash proceeds of $564 million under these arrangements for the nine months ended September 30, 2020. Outstanding accounts receivable transferred under arrangements where the Company continues to service the transferred asset were $0 and $30 million as of September 30, 2021 and December 31, 2020, 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 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 September 30, 2021. 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 $368 million at September 30, 2021).

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 259 million Brazilian reais (approximately $48 million at September 30, 2021), 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 305 million Brazilian reais (approximately $56 million at September 30, 2021). 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.

ICMS Credits

We also filed legal actions in Brazil to recover certain social integration and social contribution taxes paid over gross sales including ICMS receipts, which is a form of Value Added Tax in Brazil. During 2017, we sold the rights to certain portions of this litigation to a third party for 90 million Brazilian reais (approximately $27 million at December 31, 2017). In the first quarter of 2019, we received a favorable decision in the largest of these ICMS legal actions. This decision is final and not subject to appeals. Based on the opinion of our tax and legal advisors, we recognized a gain of approximately $84 million, after related taxes and fees and based on exchange rates then in effect, during the first quarter of 2019 in connection with this decision. This amount reflects approximately $142 million in indirect tax credits ("credits") that we are entitled to monetize in future periods, offset by approximately $58 million in taxes and fees, which have been paid.

In the second quarter of 2019, we received favorable final, non-appealable decisions in 2 smaller ICMS legal actions. Based on the opinion of our tax and legal advisors, we recognized a gain of approximately $35 million, after related taxes and fees and based on exchange rates then in effect, during the second quarter of 2019 in connection with this decision. This amount reflects approximately $54 million in credits that we are entitled to monetize in future periods, offset by approximately $18 million in taxes and fees, which have been paid. The ICMS credits and related fees were recorded in interest and sundry (income) expense in our Consolidated Statements of Comprehensive Income (Loss).

The Brazilian tax authorities sought clarification before the Brazilian Supreme Court (in a leading case involving another taxpayer) of certain matters, including the amount of these credits (i.e., the gross rate or net credit amount), and other matters that could have affected the rights of Brazilian taxpayers regarding these credits. In May 2021, the Supreme Court ruled that the gross rate, which is the rate Whirlpool applied, is the appropriate rate, and that taxpayers that filed legal actions prior to the Supreme Court's original decision in 2017, such as Whirlpool, were entitled to credits for amounts paid prior to the original decision. The Supreme Court's ruling is final, and a formal written opinion has been issued. This favorable ruling affirms the position we have taken with respect to the credits at issue in our ICMS legal actions noted above, and our actions in recognizing and monetizing these credits.

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) 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 September 30, 2021. 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 2 lawsuits that have been certified for treatment as class actions in U.S. federal court, relating to 2 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 and administrative body 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	2021		2020
Balance at January 1	$	273	$	383
Issuances/accruals during the period	258		178
Settlements made during the period/other	(220)		(272)
Balance at September 30	$	311	$	289

Current portion	$	211	$	186
Non-current portion	100		104
Total	$	311	$	289

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. Reserve assumptions were updated in the fourth quarter of 2020 based on the latest available data including take rate assumptions and unit population resulting in a $30 million release to the reserve. This estimate is based on several assumptions which are inherently unpredictable and which we may need to materially revise in the future. For the three and nine months ended September 30, 2021, settlements of approximately $1 million and $4 million have been incurred related to this product recall, respectively. The total settlements since the beginning of this campaign are approximately $60 million.

For the twelve months 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. For the three and nine months ended September 30, 2021, or for the year ended December 31, 2020, we incurred no additional material product warranty expense related to this campaign. 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 September 30, 2021 and December 31, 2020, the guaranteed amounts totaled 1,096 million Brazilian reais (approximately $202 million at September 30, 2021) and 297 million Brazilian reais (approximately $57 million at December 31, 2020), respectively. The fair value of these guarantees were nominal at September 30, 2021 and December 31, 2020. 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 $3.4 billion at September 30, 2021 and $3.5 billion at December 31, 2020. Our total short-term outstanding bank indebtedness under guarantees was nominal at both September 30, 2021 and December 31, 2020.

(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 September 30,
	United States Pension Benefits				Foreign Pension Benefits				Other Postretirement Benefits
Millions of dollars	2021		2020		2021		2020		2021		2020
Service cost	$	1	$	1	$	1	$	1	$	—	$	1
Interest cost	20		25		4		4		1		1
Expected return on plan assets	$	(39)	$	(42)	$	(9)	$	(7)	$	—	$	—
Amortization:
Actuarial loss	$	17	$	15	$	4	$	3	$	—	$	—
Prior service credit	—		—		—		—		(12)		(12)
Settlement and curtailment (gain) loss	2		—		—		1		—		—
Net periodic benefit cost (credit)	$	1	$	(1)	$	—	$	2	$	(11)	$	(10)



	Nine Months Ended September 30,
	United States Pension Benefits				Foreign Pension Benefits				Other Postretirement Benefits
Millions of dollars	2021		2020		2021		2020		2021		2020
Service cost	$	2	$	2	$	4	$	4	$	—	$	4
Interest cost	58		74		11		13		4		7
Expected return on plan assets	(118)		(124)		(26)		(22)		—		—
Amortization:
Actuarial loss	52		46		14		9		—		—
Prior service credit	—		—		—		—		(35)		(16)
Settlement and curtailment (gain) loss	5		—		—		1		—		(4)
Net periodic benefit cost (credit)	$	(1)	$	(2)	$	3	$	5	$	(31)	$	(9)

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 September 30,
	United States Pension Benefits				Foreign Pension Benefits				Other Postretirement Benefits
Millions of dollars	2021		2020		2021		2020		2021		2020
Operating profit (loss)	$	1	$	1	$	1	$	1	$	—	$	1
Interest and sundry (income) expense	—		(2)		(1)		1		(11)		(11)
Net periodic benefit cost	$	1	$	(1)	$	—	$	2	$	(11)	$	(10)



	Nine Months Ended September 30,
	United States Pension Benefits				Foreign Pension Benefits				Other Postretirement Benefits
Millions of dollars	2021		2020		2021		2020		2021		2020
Operating profit (loss)	$	2	$	2	$	4	$	4	$	—	$	4
Interest and sundry (income) expense	(3)		(4)		(1)		1		(31)		(13)
Net periodic benefit cost	$	(1)	$	(2)	$	3	$	5	$	(31)	$	(9)

401(k) Defined Contribution Plan

During March 2020, we announced that the company matching contributions for our 401(k) defined contribution plan, equal to up to 7% of participants' eligible compensation, covering substantially all U.S. employees, would be contributed in company stock starting from May 2020. As of January 1, 2021, we have resumed funding our matching contributions with cash.

Other Postretirement Benefit Plans

During the third quarter of 2020, the Company announced changes to a postretirement medical benefit program for certain groups of retirees. These plan amendments were effective January 1, 2021 and reduced reimbursement amounts available under certain postretirement medical benefit programs and eliminated these benefits effective January 1, 2024 for these same retiree groups.

During the second quarter of 2020, the Company announced changes to a postretirement medical benefit program for certain groups of active employees. These plan amendments were effective July 1, 2020 and reduced medical benefits for these pre-Medicare eligible and Medicare-eligible active employees who retired on or after July 1, 2020 and eliminated certain benefits effective January 1, 2024.

These plan amendments resulted in a reduction in the accumulated postretirement benefit obligation of approximately $157 million with a corresponding adjustment of $118 million in other comprehensive income, net of $39 million in deferred taxes for the nine months ended September 30, 2020. This amount is being amortized as a reduction of future net periodic cost over approximately 3.4 years, which represents the future remaining service period of eligible active employees. The interim plan remeasurement associated with these amendments resulted in an actuarial loss of $12 million recorded in the Other Comprehensive Income (Loss) for the nine months ended September 30, 2020.

For additional information, see Note 11 to the Consolidated Condensed Financial Statements.

(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 September 30, 2021 and December 31, 2020.

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 September 30, 2021 and December 31, 2020, respectively.

Net Investment Hedging

The following table summarizes our foreign currency denominated debt and foreign exchange forwards/options designated as net investment hedges at September 30, 2021 and December 31, 2020:


	Notional (Local)				Notional (USD)				Current Maturity
Instrument	2021		2020		2021		2020
Foreign exchange forwards/options	MXN	7,200	MXN	7,200	$	350	$	362	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 September 30, 2021 and December 31, 2020, 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 September 30, 2021 and December 31, 2020:


					Fair Value of
	Notional Amount				Hedge Assets				Hedge Liabilities					Maximum Term (Months)
Millions of dollars	2021		2020		2021		2020		2021		2020			2021	2020
Derivatives accounted for as hedges(1)
Commodity swaps/options	$	268	$	215	$	48	$	39	$	3	$	4	(CF)	21	30
Foreign exchange forwards/options	2,871		3,028		107		58		62		110		(CF/NI)	125	134
Cross-currency swaps	1,275		1,275		25		23		27		86		(CF)	89	98
Interest rate derivatives	300		300		—		—		7		28		(CF)	44	53
Total derivatives accounted for as hedges					$	180	$	120	$	99	$	228
Derivatives not accounted for as hedges
Commodity swaps/options	$	1	$	1	$	—	$	—	$	—	$	—	N/A	0	0
Foreign exchange forwards/options	2,970		4,161		33		25		17		96		N/A	11	12
Total derivatives not accounted for as hedges					33		25		17		96
Total derivatives					$	213	$	145	$	116	$	324

Current					$	205	$	103	$	80	$	152
Noncurrent					8		42		36		172
Total derivatives					$	213	$	145	$	116	$	324

(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 September 30,
		Gain (Loss) Recognized in OCI (Effective Portion ) (2)
Millions of dollars		2021		2020
Cash flow hedges
Commodity swaps/options		$	9	$	23
Foreign exchange forwards/options		62		(37)
Cross-currency swaps		40		(62)
Interest rate derivatives		1		13
Net Investment hedges
Foreign currency		7		(14)
		119		(77)

		Three Months Ended September 30,
	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		2021		2020
Commodity swaps/options	Cost of products sold	$	21	$	(4)
Foreign exchange forwards/options	Net sales	(2)		2
Foreign exchange forwards/options	Cost of products sold	(9)		11
Foreign exchange forwards/options	Interest and sundry (income) expense	14		(21)
Cross-currency swaps	Interest and sundry (income) expense	37		(51)

		61		(63)

		Three Months Ended September 30,
	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		2021		2020
Foreign exchange forwards/options	Interest and sundry (income) expense	$	38	$	(18)

(2)Change in gain (loss) recognized in OCI (effective portion) for the three months ended September 30, 2021 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 $(14) million and $2 million for the three months ended September 30, 2021 and 2020, respectively. The tax impact of the net investment hedges was $(2) million and $5 million for the three months ended September 30, 2021 and 2020, respectively.

(3)Change in gain (loss) reclassified from OCI into earnings (effective portion) for the three months ended September 30, 2021 was primarily driven by fluctuations in currency and commodity prices and interest rates compared to prior year.



		Nine Months Ended September 30,
		Gain (Loss) Recognized in OCI (Effective Portion)(4)
Millions of dollars		2021		2020
Cash flow hedges
Commodity swaps/options		$	63	$	(8)
Foreign exchange		69		58
Cross-currency swaps		84		33
Interest rate derivatives		21		(53)
Net investment hedges
Foreign currency		4		39
		$	241	$	69

		Nine Months Ended September 30,
	Location of Gain (Loss) Reclassified from OCI into Earnings (Effective Portion)	Gain (Loss) Reclassified from OCI into Earnings (Effective Portion)(5)
Cash Flow Hedges - Millions of dollars		2021		2020
Commodity swaps/options	Cost of products sold	$	50	$	(21)
Foreign exchange forwards/options	Net sales	—		5
Foreign exchange forwards/options	Cost of products sold	(3)		20
Foreign exchange forwards/options	Interest and sundry (income) expense	43		(52)
Cross-currency swaps	Interest and sundry (income) expense	88		(40)

		$	178	$	(88)

		Nine Months Ended September 30,
	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		2021		2020
Foreign exchange forwards/options	Interest and sundry (income) expense	$	70	$	(1)

(4)Change in gain (loss) recognized in OCI (effective portion) for the nine months ended September 30, 2021 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 $(20) million and $(25) million for the nine months ended September 30, 2021 and 2020, respectively. The tax impact of the net investment hedges was $(1) million and $(12) million for the nine months ended September 30, 2021 and 2020, respectively.

(5)Change in gain (loss) reclassified from OCI into earnings (effective portion) for the nine months ended September 30, 2021 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 September 30, 2021, and 2020. There were no hedges designated as fair value for the periods ended September 30, 2021, and 2020. 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 gain of $54 million at September 30, 2021.

(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. ~~We had no (Level 3)~~

The following table summarizes the valuation of our assets ~~or liabilities at September 30, 2017.~~

~~Assets~~ and liabilities measured at fair value on a recurring basis at September 30, ~~2017~~2021 and December 31, ~~2016~~2020 are as follows:


					Fair Value
	Total Cost Basis				Level 1				Level 2					Total										Fair Value
Millions of dollars	2017		2016		2017		2016		2017			2016		2017			2016		Millions of dollars	Total Cost Basis				Level 1				Level 2 (2)				Total
Money market funds⁽¹⁾	$	32	$	29	$	32	$	29	$	—		$	—	$	32		$	29
Measured at fair value on a recurring basis:																			Measured at fair value on a recurring basis:	2021		2020		2021		2020		2021		2020			2021		2020
Short-term investments (1)																			Short-term investments (1)	$	2,105	$	2,164	$	1,926	$	1,603	$	179	$	561		$	2,105	$	2,164
Net derivative contracts	—		—		—		—		(84		)	41		(84		)	41		Net derivative contracts	—		—		—		—		97		(179)			97		(179)
Available for sale investments	6		4		23		16		—			—		23			16

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

(2)Change in level 2 short-term investments is primarily driven by the deconsolidation of ~~government obligations~~Whirlpool China. For additional information, see Note 15 to the Consolidated Condensed Financial Statements.

Elica PB India Acquisition

As of September 30, 2021, the Company consolidates Elica PB India. As a result, the previously held equity interest of 49% was remeasured at a fair value of $74 million (Level 2 input) on the acquisition date, resulting in an implied fair value of approximately $150 million.

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

Whirlpool China Equity Method Investment

During the second quarter of 2021, the partial tender offer for Whirlpool China was completed and ~~other first tier obligations.~~the entity was deconsolidated. Subsequent to the share transfer, which was completed on May 6, 2021, the Company holds an equity interest of approximately 20% in Whirlpool China. The fair value of the retained investment in Whirlpool China at the date of deconsolidation was calculated based on the Whirlpool China stock price (Level 1 input), the portion of interest retained and the shares outstanding, resulting in a fair value of $214 million.

For additional information see Note 15 to the Consolidated Condensed Financial Statements.

Turkey Subsidiary Divestment

During the second quarter of 2021, we entered into a share transfer agreement to sell our Turkish subsidiary and the sale was completed on June 30, 2021. Fair value was calculated based on the cash purchase price, subject to customary adjustments at closing (Level 2 input), and we recorded a loss on sale and disposal of businesses of $40 million for the write-down of the assets to the fair value of $111 million. An immaterial adjustment to the loss on sale and disposal of business was recorded in the third quarter of 2021.

For additional information see Note 15 to the Consolidated Condensed Financial Statements.

Other Fair Value Measurements

The fair value of long-term debt (including current maturities) was ~~$4.5~~$5.86 billion and $6.13 billion at September 30, ~~2017~~2021 and December 31, ~~2016,~~2020, respectively, and was estimated using discounted cash flow analysis based on incremental borrowing rates for similar types of borrowing arrangements (Level 2 input).

925

~~(3) INVENTORIES~~

~~The following table summarizes our inventory for the periods presented:~~

Millions of dollars
September 30,
2017
December 31,
2016
Finished products
$ 2,729

$ 2,070
Raw materials and work in process
715

651

3,444

2,721
Less: excess of FIFO cost over LIFO cost
(99 )
(98 )
Total inventories
$ 3,345

$ 2,623

~~LIFO inventories represented 37% of total inventories at September 30, 2017 and December 31, 2016.~~

~~(4) PROPERTY, PLANT & EQUIPMENT~~

~~The following table summarizes our property, plant and equipment as of September 30, 2017 and December 31, 2016:~~

Millions of dollars
September 30,
2017
December 31,
2016
Land
$ 126

$ 128
Buildings
1,683

1,652
Machinery and equipment
8,797

8,085
Accumulated depreciation
(6,741 )
(6,055 )
Property, plant and equipment, net
$ 3,865

$ 3,810

~~During the nine months ended September 30, 2017, we disposed of buildings, machinery and equipment no longer in use with a net book value of $34 million.~~

~~(5) FINANCING ARRANGEMENTS~~

~~Debt~~

On September 27, 2017, Whirlpool Corporation exercised its commitment increase and term extension rights under the Third Amended and Restated Long-Term Credit Agreement (the “Amended Long-Term Facility”) by and among the Company, certain other borrowers, the lenders referred to therein, JPMorgan Chase Bank, N.A. as Administrative Agent, and Citibank, N.A., as Syndication Agent. In connection with this exercise, the Company entered into a Consent to Commitment Increase agreement with the Administrative Agent , which increases aggregate borrowing capacity under the Amended Long-Term Facility from $2.5 billion to $3.0 billion, and the Administrative Agent received extension request consents from a majority of lenders, which extends the termination date of the Amended Long-Term Facility by one year, to May 17, 2022. All other terms of the Amended Long-Term Facility remain unchanged.

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 LIBOR is 1.125%; (2) the spread over prime is 0.125%; and (3) the unused commitment fee is 0.125%. The Long-Term Facility contains customary covenants and warranties including, among other things, a debt to capitalization ratio of less than or equal to 0.60 to 1.00 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 to 1.0 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 or off-balance sheet obligations at the subsidiary level; (iv) enter into transactions with affiliates, except on an arms-length basis; (v) enter into agreements restricting the payment of subsidiary dividends or restricting the making of loans or repayment of debt by subsidiaries to the Company or other subsidiaries; and (vi) enter into agreements restricting the creation of liens on our assets.

On March 1, 2017, $250 million of 1.35% senior notes matured and were repaid. On July 15, 2016, $244 million of 7.75% notes matured and were repaid. On June 15, 2016, $250 million of 6.50% senior notes matured and were repaid.

On May 23, 2016, we completed a debt offering of $500 million principal amount of 4.50% notes due in 2046. The notes contain covenants that limit our ability to incur certain liens or enter into certain sale and lease-back transactions. In addition, if

(11) STOCKHOLDERS' EQUITY

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 notes are registered under the Securities Act of 1933, as amended, pursuant to our Registration Statement on Form S-3 (File No. 333-203704) filed with the Securities and Exchange Commission on April 29, 2015.

On November 2, 2016, Whirlpool Finance Luxembourg S.à. r.l., an indirect, wholly-owned finance subsidiary of Whirlpool Corporation, completed a debt offering of €500 million (approximately $555 million as of the date of issuance) principal amount of 1.250% notes due in 2026. The Company has fully and unconditionally guaranteed these notes. The 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 notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest. The notes are registered under the Securities Act of 1933, as amended, pursuant to our Registration Statement on Form S-3 (File No. 333-203704-1) filed with the Securities and Exchange Commission on October 25, 2016. Additionally, in the fourth quarter of 2014, we assumed €300 million (approximately $363 million as of the date of acquisition) principal amount of guaranteed notes due on April 26, 2018 from the Indesit acquisition. Whirlpool has agreed to be a guarantor of these notes.

In addition to the committed $3.0 billion Amended Long-Term Facility, we have a committed European facility and committed credit facilities in Brazil. The European facility provides borrowings up to €250 million (approximately $295 million at September 30, 2017 and $263 million at December 31, 2016), maturing in 2019. The committed credit facilities in Brazil provide borrowings up to 1.0 billion Brazilian reais (approximately $316 million at September 30, 2017 and $307 million at December 31, 2016), maturing through 2018.

~~We had no borrowings outstanding under the committed credit facilities at September 30, 2017 or December 31, 2016.~~

~~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 September 30, 2017 and December 31, 2016, respectively.

Millions of dollars September 30, 2017 December 31, 2016
Commercial paper $ 1,138
$ —
Short-term borrowings to banks 304
34
Total notes payable $ 1,442
$ 34

~~(6) COMMITMENTS AND CONTINGENCIES~~

~~Embraco Antitrust Matters~~

Beginning in February 2009, our compressor business headquartered in Brazil ("Embraco") was notified of antitrust investigations of the global compressor industry by government authorities in various jurisdictions. Embraco has resolved government investigations in various jurisdictions as well as all related civil lawsuits in the United States and no payments are owed in connection with such resolutions. Embraco also has resolved certain other claims and certain claims remain pending. Additional lawsuits could be filed.

At September 30, 2017, a nominal amount remains accrued. We continue to defend these actions and take other steps to minimize our potential exposure. The final outcome and impact of these matters, and any related claims and investigations that may be brought in the future, are subject to many variables and cannot be predicted. We establish accruals only for those matters where we determine that a loss is probable and the amount of loss can be reasonably estimated. 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 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 reduce Brazilian federal excise taxes on domestic sales, resulting in an increase in the operations' recorded net sales, as the credits are monetized.

In December 2013, the Brazilian government reinstituted the monetary adjustment index applicable to BEFIEX credits that existed prior to July 2009, when the Brazilian government required companies to apply a different monetary adjustment index to BEFIEX credits. Whether use of the reinstituted index should be given retroactive effect for the July 2009 to December 2013 period has been subject to review by the Brazilian courts. In the third quarter of 2017, the Brazilian Supreme Court ruled that the reinstituted index should be given retroactive effect for the July 2009 to December 2013 period, which decision may be appealed by the Brazilian government. Based on this ruling, we are entitled to recognize $72 million in additional credits. We monetized $14 million of BEFIEX credits during the three months ended September 30, 2017 and sold the right to certain court awarded attorney fees to a third party. As of September 30, 2017, $58 million BEFIEX credits remain to be monetized.

Our Brazilian operations have received governmental assessments related to claims for income and social contribution taxes associated with certain monetized BEFIEX credits. We do not believe BEFIEX export credits are subject to income or social contribution taxes. We are disputing these tax matters in various courts and intend to vigorously defend our positions. We have not provided for income or social contribution taxes on these export credits, and based on the opinions of tax and legal advisors, we have not accrued any amount related to these assessments as of September 30, 2017. 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 1.9 billion Brazilian reais (approximately $584 million as of September 30, 2017).

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 credits have been recognized since 2004. In 2009, we entered into a Brazilian government program which provided extended payment terms and reduced penalties and interest to encourage tax payers 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 239 million Brazilian reais (approximately $76 million as of September 30, 2017), reflecting interest and penalties to date. We are disputing these assessments and we intend to vigorously defend our position. Based on the opinion of our tax and legal advisors, we have not recorded an additional reserve related to these matters.

In 2001, Brazil adopted a law making the profits of controlled foreign corporations of Brazilian entities subject to income and social contribution tax regardless of whether the profits were repatriated ("CFC Tax"). Our Brazilian subsidiary, along with other corporations, challenged tax assessments on foreign profits on constitutionality and other grounds. In April 2013, the Brazilian Supreme Court ruled on one of our cases, finding that the law is constitutional, but remanding the case to a lower court for consideration of other arguments raised in our appeal, including the existence of tax treaties with jurisdictions in which controlled foreign corporations are domiciled. As of September 30, 2017, our potential exposure for income and social contribution taxes relating to profits of controlled foreign corporations, including interest and penalties and net of expected foreign tax credits, is approximately 220 million Brazilian reais (approximately $69 million as of September 30, 2017). We believe these assessments are without merit and we intend to continue to vigorously dispute them. Based on the opinion of our tax and legal advisors, we have not accrued any amount related to these assessments as of September 30, 2017.

In addition to the IPI tax credit and CFC Tax matters noted above, we are currently disputing other assessments issued by the Brazilian tax authorities related to non-income and income tax matters, including for the monetization of BEFIEX credits and other matters, which 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. We also filed a legal action to recover certain social integration and social contribution taxes paid over gross sales including ICMS receipts, which is a form of Value Added Tax in Brazil. While the Company’s recovery with respect to this litigation may be material, there is substantial uncertainty about both the amount and timing of any recovery.

Litigation is inherently unpredictable and the conclusion of these matters may take many years to ultimately resolve. 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.

~~Other Litigation~~

We have vigorously defended against numerous lawsuits pending in the United States relating to certain of our front load washing machines. In 2016, we reached final agreement on a settlement that will resolve all such class action lawsuits and received court approval. We are proceeding through the administrative consumer claims process to implement the terms of the settlement, which will be complete in 2017.

In addition, we are currently vigorously defending a number of other lawsuits in federal and state courts in the United States related to the manufacturing and sale of our products which include class action allegations, and have and may become involved in similar actions in other jurisdictions. 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 in the United States and other jurisdictions around the world 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.

~~Competition Investigation~~

In 2013, the French Competition Authority commenced an investigation of appliance manufacturers and retailers in France. The investigation includes (among others) Whirlpool and Indesit operations in France. Although it is currently not possible to assess the impact, if any, this matter may have on our Consolidated Condensed Financial Statements, the resolution of this matter could have a material adverse effect on our financial statements in any particular reporting period.

~~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 and legacy product warranty liability reserves~~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 (1)
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
Comprehensive income
Net earnings	580		581		—		—		—		(1)
Other comprehensive income	229		—		228		—		—		1
Comprehensive income	809		581		228		—		—		—
Stock issued (repurchased)	8		—		—		7		1		—
Dividends declared	(88)		(88)		—		—		—		—
Divestitures	(783)		—		—		—		—		(783)
Balances, June 30, 2021	5,085		9,572		(2,459)		(2,276)		114		134
Comprehensive income
Net earnings	486		471		—		—		—		15
Other comprehensive income	46		—		47		—		—		(1)
Comprehensive income	532		471		47		—		—		14
Stock issued (repurchased)	(419)		—		—		(419)		—		—
Dividends declared	(88)		(86)		—		—		—		(2)
Acquisitions(2)	19		—		—		—		—		19
Balances, September 30, 2021	$	5,129	$	9,957	$	(2,412)	$	(2,695)	$	114	$	165

Product Warranty
Legacy Product Warranty
Total
Millions of dollars
2017
2016
2017
2016
2017
2016
Balance at January 1
$ 251

$ 239

$ 69

$ 254

$ 320

$ 493
Issuances/accruals during the period
251

228

1

—

252

228
Settlements made during the period/other
(226 )
(218 )
(70 )
(145 )
(296 )
(363 )
Balance at September 30
$ 276

$ 249

$ —

$ 109

$ 276

$ 358

Current portion
$ 203

$ 188

$ —

$ 109

$ 203

$ 297
Non-current portion
73

61

—

—

73

61
Total
$ 276

$ 249

$ —

$ 109

$ 276

$ 358

~~In the normal course~~(1)Decrease of ~~business, we engage~~$783 million in investigations of potential quality and safety issues. As part of our ongoing effort to deliver quality products to consumers, we are currently investigating a limited number of potential quality and safety issues globally. As necessary, we undertake to effect repair or replacement of appliances in the event that an investigation leadsnoncontrolling interest is mainly due to the ~~conclusion that such action is warranted.~~ ~~As part~~deconsolidation of ~~that process, in 2015,~~ Whirlpool ~~engaged in thorough investigations of incident reports associated with two of its dryer production platforms developed by Indesit, prior~~China. For additional information, see Note 15 to Whirlpool's acquisition of Indesit in October 2014. This led to Indesit reporting the issue to regulatory authorities for consideration. These discussions determined that corrective action of the affected dryers was required. In September 2015, we recorded a liability related to this corrective action cost of €245 million (approximately $274 million as of September 30, 2015). The establishment of this liability is based on several assumptions such as customer response rate, consumer options, field repair costs, inventory repair costs, and timing of tax deductibility. Our experience with respect to these factors may cause our actual costs to differ significantly from our estimated costs. Cash settlements related to this corrective action are recognized in other operating activities in the Consolidated Condensed Statements of Cash Flows. In the nine months ended September 30, 2017, Whirlpool had $61 million of cash settlements made related to the corrective action, which is substantially complete and any remaining charges related to legacy product warranty will be recorded under product warranty.Financial Statements.

~~Guarantees~~

We have guarantee arrangements in a Brazilian subsidiary. As a standard business practice in Brazil, 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 satisfy the obligation with the bank and the receivable would revert back to the subsidiary. At September 30, 2017 and December 31, 2016, the guaranteed amounts totaled $268 million and $258 million, respectively. Our subsidiary insures against 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 credit facilities available under these lines for consolidated subsidiaries totaled $2.7 billion and $2.4 billion as of September 30, 2017 and December 31, 2016, respectively. Our total outstanding bank indebtedness under guarantees was $102 million at September 30, 2017 and $32 million December 31, 2016, respectively.

We have guaranteed a $37 million five-year revolving credit facility between certain financial institutions and a not-for-profit entity in connection with a community and economic development project (“Harbor Shores”). The credit facility, which originated in 2008, was refinanced in December 2012 and we renewed our guarantee through 2017. It was also amended in 2016 and 2017 by Harbor Shores and reduced to $40 million and $37 million, respectively. The fair value of the guarantee was nominal at September 30, 2017 and December 31, 2016, respectively. The purpose of Harbor Shores is to stimulate employment and growth in the areas of Benton Harbor and St. Joseph, Michigan. In the event of default, we must satisfy the guarantee of the credit facility up to the amount borrowed at the date of default.

~~(7) 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 hedges or net investment. Derivatives that are not accounted for based on hedge accounting are marked to market through earnings. The accounting for changes in(2)Amount reflects the fair value of a derivative depends on the intended use and designation of the derivative instrument. Hedging ineffectiveness and a net earnings impact occur when the change in the fair value of the hedge does not offset the change in the fair value of the hedged item. The ineffective portion of the gain or loss is recognized in earnings.

~~Hedging Strategy~~

In the normal course of business, we manage risks relating to our ongoing business operations including those arising from changes in foreign exchange rates, interest rates and commodity prices. 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.

~~Foreign Currency Exchange Rate Risk~~

We enter into certain undesignated non-functional currency asset and liability hedges that relate primarily to short-term payables, receivables and intercompany loans. These forecasted cross-currency cash flows relate primarily to foreign currency denominated expenditures and intercompany financing agreements, royalty agreements 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 this economic hedge, we do not elect hedge accounting.

~~Commodity Price Risk~~

Elica PB India non-controlling interest.

1426

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


			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, 2019	$	4,210	$	7,962	$	(2,618)	$	(2,169)	$	112	$	923
Comprehensive income
Net earnings	149		154		—		—		—		(5)
Other comprehensive income	(95)		—		(97)		—		—		2
Comprehensive income	54		154		(97)		—		—		(3)

Stock issued (repurchased)	(115)		—		—		(115)		—		—
Dividends declared	(75)		(75)		—		—		—		—
Balances, March 31, 2020	$	4,074	$	8,041	$	(2,715)	$	(2,284)	$	112	$	920
Comprehensive income
Net earnings	20		30		—		—		—		(10)
Other comprehensive income	(16)		—		(16)		—		—		—
Comprehensive income	4		30		(16)		—		—		(10)
Stock issued (repurchased)	19		—		—		19		—		—
Dividends declared	(83)		(80)		—		—		—		(3)
Balances, June 30, 2020	4,014		7,991		(2,731)		(2,265)		112		907
Comprehensive income
Net earnings	393		392		—		—		—		1
Other comprehensive income	(23)		—		(23)		—		—		—
Comprehensive income	370		392		(23)		—		—		1
Stock issued (repurchased)	55		—		—		54		1		—
Dividends declared	(77)		(76)		—		—		—		(1)
Balances, September 30, 2020	$	4,362	$	8,307	$	(2,754)	$	(2,211)	$	113	$	907

~~Interest Rate Risk~~

We may enter into interest rate swap agreements to manage interest rate risk exposure. Our interest rate swap agreements, if any, effectively modify our exposure to interest rate risk, primarily through converting certain floating rate debt to a fixed rate basis, and certain fixed rate debt to a floating rate basis. These agreements involve either the receipt or payment of floating rate amounts in exchange for fixed rate interest payments or receipts, respectively, over the life of the agreements without an exchange of the underlying principal amounts. We also may utilize a cross-currency interest rate swap agreement to manage our exposure relating to certain intercompany debt denominated in one foreign currency that will be repaid in another foreign currency. At September 30, 2017 and December 31, 2016, there were no outstanding interest rate swap agreements.

~~We may enter into treasury rate lock agreements to effectively modify our exposure to interest rate risk by locking in interest rates on probable long-term debt issuances.~~

~~Net Investment Hedging~~

~~The following table summarizes our foreign currency denominated debt and foreign exchange forwards/options designated as net investment hedges at September 30, 2017 and December 31, 2016:~~

Notional (Local) Notional (USD) Maturity
2017 2016 2017 2016
Instrument
Senior note - 0.625% € 500
€ 500
$ 591
$ 527
March 2020
Commercial Paper € 300
€ —
$ 354
$ —
October 2017
Foreign exchange forwards/options MXN 7,200 MXN 0 $ 396
$ —
August 2022
27

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 (OCI) and recorded in accumulated other comprehensive loss. The gain or loss will be subsequently reclassified into net earnings when the hedged net investment is either sold or substantially liquidated. The remaining change in fair value of the hedge instruments represents the ineffective portion, which is immediately recognized in interest and sundry (income) expense on our consolidated statements of income. As of September 30, 2017 and December 31, 2016, there was no ineffectiveness on hedges designated as net investment hedges.

~~The following table summarizes our outstanding derivative contracts and their effects on our Consolidated Condensed Balance Sheets at September 30, 2017 and December 31, 2016:~~

Fair Value of
Type
of
Hedge⁽¹⁾

Notional Amount
Hedge Assets
Hedge Liabilities
Maximum Term (Months)
Millions of dollars
2017
2016
2017
2016
2017
2016

2017
2016
Derivatives accounted for as hedges

Foreign exchange forwards/options
$ 3,257

$ 1,813

$ 9

$ 32

$ 108

$ 10

(CF/NI)
59
58
Commodity swaps/options
280

299

28

7

1

11

(CF)
39
36
Total derivatives accounted for as hedges

$ 37

$ 39

$ 109

$ 21

Derivatives not accounted for as hedges

Foreign exchange forwards/options
$ 3,190

$ 3,262

$ 24

$ 39

$ 36

$ 16

N/A
36
35
Commodity swaps/options
1

2

—

—

—

—

N/A
8
2
Total derivatives not accounted for as hedges

24

39

36

16

Total derivatives

$ 61

$ 78

$ 145

$ 37

Current

$ 52

$ 54

$ 82

$ 35

Noncurrent

9

24

63

2

Total derivatives

$ 61

$ 78

$ 145

$ 37

⁽¹⁾Derivatives accounted for as hedges are considered either cash flow (CF) or net investment (NI) hedges in 2017. During 2016, foreign exchange derivatives accounted for as hedges were classified as cash flow (CF) hedges.

~~The following tables summarize the effects of derivative instruments on our Consolidated Condensed Statements of Comprehensive Income for the three and nine months ended as follows:~~

Three Months Ended September 30,
Gain (Loss)
Recognized in OCI
(Effective Portion)
Gain (Loss) Reclassified from
OCI into Earnings
(Effective Portion) ⁽¹⁾

Cash Flow Hedges - Millions of dollars 2017 2016 2017 2016
Foreign exchange forwards/options $ (49 ) $ 9
$ (34 ) $ (1 ) (a)
Commodity swaps/options 18
(2 ) 11
(6 ) (a)
Interest rate derivatives —
—
(1 ) —
(b)

Net Investment Hedges
Foreign currency (23 ) —
—
—

$ (54 )
$ 7
$ (24 ) $ (7 )

Three Months Ended September 30,

Gain (Loss) Recognized on Derivatives not
Accounted for as Hedges ⁽²⁾

Derivatives not Accounted for as Hedges - Millions of dollars 2017 2016
Foreign exchange forwards/options $ (21 ) $ (9 )

Nine Months Ended September 30,
Gain (Loss)
Recognized in OCI
(Effective Portion)
Gain (Loss) Reclassified from
OCI into Earnings
(Effective Portion) ⁽¹⁾

Cash Flow Hedges - Millions of dollars 2017 2016 2017 2016
Foreign exchange $ (109 ) $ 3
$ (76 ) $ 11
(a)
Commodity swaps/options 35
19
29
(30 ) (a)
Interest rate derivatives —
—
(1 ) —
(b)

Net Investment Hedges
Foreign currency (63 ) —
—
—

$ (137 ) $ 22
$ (48 ) $ (19 )

Nine Months Ended September 30,

Gain (Loss) Recognized on Derivatives not
Accounted for as Hedges ⁽²⁾

Derivatives not Accounted for as Hedges - Millions of dollars 2017 2016
Foreign exchange forwards/options $ (100 ) $ (43 )

⁽¹⁾~~Gains and losses reclassified from accumulated OCI and recognized in income are recorded in (a) cost of products sold or (b) interest expense.~~

⁽²⁾~~Mark to market gains and losses recognized in income are recorded in interest and sundry (income) expense.~~

For cash flow hedges, the amount of ineffectiveness recognized in interest and sundry (income) expense was nominal for the periods ended September 30, 2017 and 2016. There were no hedges designated as fair value for the periods ended September 30, 2017 and 2016. 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 nominal at September 30, 2017.

~~(8) STOCKHOLDERS’ EQUITY~~

Other Comprehensive Income (Loss)

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



	Three Months Ended September 30,
	2021						2020
Millions of dollars	Pre-tax		Tax Effect		Net		Pre-tax		Tax Effect		Net
Currency translation adjustments (2)	$	8	(2)		$	6	$	(117)	5		$	(112)
Cash flow hedges	50		(14)		36		—		—		—
Pension and other postretirement benefits plans	9		(5)		4		118		(29)		89
Other comprehensive income (loss)	67		(21)		46		1		(24)		(23)
Less: Other comprehensive income (loss) available to noncontrolling interests	(1)		—		(1)		—		—		—
Other comprehensive income (loss) available to Whirlpool	$	68	$	(21)	$	47	$	1	$	(24)	$	(23)


	Three Months Ended September 30,																				Nine Months Ended September 30,
	2017								2016												2021										2020
Millions of dollars	Pre-tax			Tax Effect		Net			Pre-tax			Tax Effect			Net			Millions of dollars			Pre-tax			Tax Effect			Net				Pre-tax			Tax Effect			Net
Currency translation adjustments(2)	$	20		$	—	$	20		$	25		$	—		$	25			$	334		$	(1)		$	333			$	(350)		$	(12)		$	(362)
Cash flow and net investment hedges	(22		)	10		(12		)	23			(9		)	14
Cash flow hedges																		Cash flow hedges			58			(21)			37				118			(25)			93
Pension and other postretirement benefits plans	(15		)	14		(1		)	10			(3		)	7			Pension and other postretirement benefits plans			42			(13)			29				180			(44)			136
Available for sale securities	7			—		7			(1		)	—			(1		)
Other comprehensive income (loss)	(10		)	24		14			57			(12		)	45			Other comprehensive income (loss)			434			(35)			399				(52)			(81)			(133)
Less: Other comprehensive income (loss) available to noncontrolling interests	2			—		2			—			—			—			Less: Other comprehensive income (loss) available to noncontrolling interests			—			—			—				2			—			2
Other comprehensive income (loss) available to Whirlpool	$	(12	)	$	24	$	12		$	57		$	(12	)	$	45		Other comprehensive income (loss) available to Whirlpool			$	434		$	(35)		$	399			$	(54)		$	(81)		$	(135)

Nine Months Ended September 30,
2017
2016
Millions of dollars Pre-tax Tax Effect Net Pre-tax Tax Effect Net
Currency translation adjustments $ 96
$ —
$ 96
$ 81
$ —
$ 81
Cash flow and net investment hedges (47 ) 17
(30 ) 61
(20 ) 41
Pension and other postretirement benefits plans 5
7
12
62
(22 ) 40
Available for sale securities 7
—
7
(4 ) —
(4 )
Other comprehensive income (loss) 61
24
85
200
(42 ) 158
Less: Other comprehensive income (loss) available to noncontrolling interests 1
—
1
2
—
2
Other comprehensive income (loss) available to Whirlpool $ 60
$ 24
$ 84
$ 198
$ (42 ) $ 156
(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 and nine months ended September 30, ~~2017:~~2021:


	Three Months Ended		Nine Months Ended
Millions of dollars	(Gain) Loss Reclassified		(Gain) Loss Reclassified		Classification in Earnings
Pension and postretirement benefits, pre-tax	$	9	$	34	Interest and sundry (income) expense
Currency translation related to divestitures	$	—	$	(198)	(Gain) loss on sale and disposal of businesses
Total	$	9	$	(164)

Three Months Ended Nine Months Ended
Millions of dollars (Gain) Loss Reclassified (Gain) Loss Reclassified Classification in Earnings
Cash flow hedges, pre-tax $ 24
$ 48
Cost of products sold
Pension and postretirement benefits, pre-tax 9
30
Interest and sundry (income) expense
28

~~The following table summarizes the changes in stockholders’ equity for the period presented:~~

Millions of dollars Total
Whirlpool
Common
Stockholders

Noncontrolling
Interests
Stockholders' equity, December 31, 2016 $ 5,728
$ 4,773
$ 955
Net earnings (loss) 609
618
(9 )
Other comprehensive income 85
84
1
Comprehensive income (loss) 694
702
(8 )
Common stock 1
1
—
Treasury stock (550 ) (550 ) —
Additional paid-in capital 61
61
—
Dividends declared on common stock (247 ) (235 ) (12 )
Stockholders' equity, September 30, 2017 $ 5,687
$ 4,752
$ 935

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 September 30,				Nine Months Ended September 30,					Three Months Ended September 30,				Nine Months Ended September 30,
Millions of dollars and shares	2017		2016		2017		2016		Millions of dollars and shares	2021		2020		2021		2020
Numerator for basic and diluted earnings per share - Net earnings available to Whirlpool	$	276	$	238	$	618	$	708
Numerator for basic and diluted earnings per share - Net earnings (loss) available to Whirlpool									Numerator for basic and diluted earnings per share - Net earnings (loss) available to Whirlpool	$	471	$	392	$	1,485	$	576
Denominator for basic earnings per share - weighted-average shares	72.9		75.7		73.9		76.4		Denominator for basic earnings per share - weighted-average shares	62.2		62.6		62.7		62.6
Effect of dilutive securities – share-based compensation	1.1		1.2		1.2		1.1
Denominator for diluted earnings per share – adjusted weighted-average shares	74.0		76.9		75.1		77.5
Effect of dilutive securities - share-based compensation									Effect of dilutive securities - share-based compensation	0.5		0.7		0.5		0.5
Denominator for diluted earnings per share - adjusted weighted-average shares									Denominator for diluted earnings per share - adjusted weighted-average shares	62.7		63.3		63.2		63.1
Anti-dilutive stock options/awards excluded from earnings per share	0.5		0.3		0.6		0.3		Anti-dilutive stock options/awards excluded from earnings per share	0.1		1.1		0.1		1.7

Share Repurchase Program

On ~~April 18, 2016,~~July 25, 2017, our Board of Directors authorized a share repurchase program of up to $1$2 billion. ~~During the nine months ended September 30, 2017, we repurchased 3,087,801 shares under this share repurchase program at an aggregate purchase price of approximately $550 million.~~ As of September 30, ~~2017,~~2021, there were ~~approximately $150 million in~~no remaining funds ~~authorized~~available under this ~~program, which has no expiration date.~~

program. On ~~July 25, 2017,~~April 19, 2021, our Board of Directors authorized an additional share repurchase program of up to $2 billion, which has no expiration date. At September 30, 2021, there were approximately $1.9 billion in remaining funds authorized under this program. During the nine months ended September 30, 2021, we repurchased approximately 3.0 million shares under these share repurchase programs at an aggregate price of approximately $641 million

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

~~(9)~~(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:~~plans.

InOn June 26, 2020, the Company committed to a workforce reduction plan in the United States, as part of the Company's continued cost reduction efforts. The workforce reduction plan included a voluntary retirement program and involuntary severance actions which were effective as of the end of the second quarter of ~~2015, we~~2020. These actions were completed in 2020 and the Company incurred $102 million in employee termination costs related to these actions. The remaining cash settlement of $15 million will occur throughout 2021, 2022 and 2023.

During the third quarter of 2020, the Company committed to workforce reductions outside of the United States, as part of the Company’s previously announced continued cost reduction efforts. The Company has incurred $93 million of the approximately $148 million total costs and the action will be substantially complete in 2021. Cash settlement of $80 million has been paid to date with the remaining cash settlement expected to be paid primarily over the duration of 2021.

On May 31, 2019, we announced our intention to reconvert our Naples, Italy manufacturing plant and potentially sell the plant to a ~~restructuring plan~~third party. On September 16, 2019, we entered into a preliminary agreement to ~~integrate our Italian legacy operations~~sell the plant to a third-party purchaser and to support costs associated with ~~those of Indesit. The industrial restructuring plan, which was approved by~~ the ~~relevant labor~~transition. In October 2019, we announced that, based on further discussions with unions ~~in July 2015~~ and ~~signed by~~ the Italian government, ~~in August 2015, provides for~~we will continue production at the ~~closure or repurposing of certain~~Naples manufacturing ~~facilities and headcount reductions at other facilities. In addition, the restructuring plan provides for headcount reductions~~plant in the ~~salaried employee workforce.~~near-term and resume negotiations with unions and the Italian government related to our exit of the plant. Our preliminary agreement to sell the plant to a third-party purchaser terminated in accordance with its terms in March 2020. We ~~estimate that~~ceased production in the plant and exited the facility in 2020 as previously disclosed.

In connection with this action, we ~~will incur up to €179~~have incurred approximately $141 million ~~(approximately $211~~total costs comprising $43 million ~~as of September 30, 2017) in employee-related costs, €25 million (approximately $30 million as of September 30, 2017)~~ in asset impairment costs, ~~and €37~~$25 million ~~(approximately $44 million as of September 30, 2017)~~ in other associated costs ~~in connection with these actions. We expect these actions will be~~

~~complete in 2019. We estimate €209~~and $73 million ~~(approximately $247 million as of September 30, 2017) of the estimated €241 million (approximately $285 million as of September 30, 2017) total cost will result in cash expenditures.~~

On January 24, 2017 the Company and certain of its subsidiary companies began consultations with certain works councils and other regulatory agencies in connection with the Company’s proposal to restructure its EMEA dryer manufacturing operations. Company management authorized the initiation of such consultations on December 30, 2016. These actions are expected to result in changing the operations at the Company's Yate, U.K. facility to focus on manufacturing for U.K. consumer needs only; ending production in 2018 in Amiens, France; and concentrating the production of dryers for non-U.K. consumer needs in Lodz, Poland. The Company anticipates that approximately 500 positions would be impacted by these actions. The Company expects these actions to be substantially complete in 2018. The Company estimates that it will incur approximately €59 million (approximately $70 million as of September 30, 2017) in employee-related costs ~~approximately €11 million (approximately $13 million as of~~through September 30, ~~2017) in asset impairment costs, and approximately €10 million (approximately $12 million as of September 30, 2017) in other associated costs in connection with these actions.~~2021. The Company ~~estimates that approximately €69 million (approximately $82 million~~has commenced the collective dismissal process which had been

previously postponed in Italy as ~~of September 30, 2017)~~a result of the ~~estimated €79~~COVID-19 pandemic, and expects substantially all of the remaining $59 million ~~(approximately $93 million as~~cash settlement to occur in 2021, subject to the outcome of ~~September 30, 2017) total~~current litigation involving the unions, which should be resolved in 2021. Any negative outcome is not currently expected to materially impact cost, ~~will result in future~~but could delay cash ~~expenditures.~~ settlement into 2022.

The following table summarizes the ~~change~~changes to our restructuring liability ~~for~~during the ~~period~~nine months ended September 30, ~~2017:~~

2021:


Millions of dollars	December 31, 2016		Charge to Earnings		Cash Paid			Non-cash and Other			September 30, 2017		Millions of dollars	December 31, 2020		Charges to Earnings		Cash Paid		Non-Cash and Other		September 30, 2021
Employee termination costs	$	71	$	96	$	(85	)	$	—		$	82	Employee termination costs	$	145	$	32	$	(72)	$	—	$	105
Asset impairment costs	—		23		—			(23		)	—		Asset impairment costs	8		1		—		(1)		8
Facility exit costs	2		18		(17		)	—			3		Facility exit costs	—		1		(1)		—		—
Other exit costs	14		13		(11		)	10			26		Other exit costs	20		1		(16)		(6)		(1)
Total	$	87	$	150	$	(113	)	$	(13	)	$	111	Total	$	173	$	35	$	(89)	$	(7)	$	112

The following table summarizes the restructuring charges by operating segment ~~as of September 30, 2017:~~for the period presented:


	Nine Months Ended
Millions of dollars	September 30, 2021
North America	$	—
EMEA	32
Latin America	—
Asia	2
Corporate / Other	1
Total	$	35

Millions of dollars September 30,
2017
North America $ 10
EMEA 122
Latin America 7
Asia 3
Corporate / Other 8
Total $ 150

~~(10)~~(13) INCOME TAXES

Income tax ~~benefit~~expense was $4$100 million and ~~income tax expense was $69~~$353 million for the three and nine months ended September 30, ~~2017,~~2021, respectively, compared to income tax expense of ~~$61~~$141 million and ~~$64~~$231 million in the same periods of ~~2016.~~ 2020.

For the three months ended September 30, 2021, the decrease in tax expense from the prior period is primarily due to a tax benefit from tax audits and settlements related to the favorable outcome of certain tax litigation in Brazil. Specifically, on September 24, 2021, the Brazilian Supreme Court rendered a favorable decision in a case involving an unrelated taxpayer but applicable to Whirlpool and certain other companies, that exempts interest income received from the Brazilian government from income tax, resulting in a tax benefit of approximately $34 million. For the nine months ended September 30, ~~2017, changes~~2021, the increase in ~~the effective~~ tax ~~rate~~expense from the prior period ~~include tax planning~~is due to higher overall earnings and related ~~valuation allowance releases.~~tax expense, partially offset by the tax effect of divestitures, audits and settlements and legal entity restructuring.

The Company plans to distribute certain foreign earnings during 2017 and over the next several years. The 2017 distribution is forecasted to result in tax benefits that have been included in the Company's estimated annual and third quarter effective tax rate. The tax benefit on distributions that may be made in 2018 and beyond has not been recorded largely due to the distribution's contingent nature. The tax benefit for the three and nine months ended September 30, 2017 has been disclosed in the Company's effective tax rate reconciliation.

The following table summarizes the difference between income tax expense (benefit) ~~expense~~ at the ~~United States~~U.S. statutory rate of ~~35%~~21% and the income tax expense (benefit) ~~expense~~ at effective worldwide tax rates for the respective periods:

Three Months Ended September 30,
Nine Months Ended September 30,
Millions of dollars
2017
2016
2017
2016
Earnings before income taxes
$ 268

$ 305

$ 678

$ 806

Income tax (benefit) expense computed at United States statutory tax rate
94

107

237

282
Valuation allowances (releases)
(84 )
(59 )
(77 )
(164 )
Audits and settlements
7

(3 )
1

(35 )
U.S. foreign income items, net of credits
(17 )
4

(70 )
(6 )
Foreign government tax incentive
(4 )
(2 )
(7 )
(5 )
Other
—

14

(15 )
(8 )
Income tax (benefit) expense computed at effective worldwide tax rates
$ (4 )
$ 61

$ 69

$ 64


	Three Months Ended September 30,				Nine Months Ended September 30,
Millions of dollars	2021		2020		2021		2020
Earnings before income taxes	$	586	$	534	$	1,859	$	793

Income tax expense computed at United States statutory tax rate	123		112		390		167
State and local taxes, net of federal tax benefit	17		15		49		22
Valuation allowances	3		6		5		12
Audit and settlements	(32)		14		(17)		31
U.S. foreign income items, net of credits	(1)		(2)		(1)		(1)
Changes in enacted tax rates	—		(6)		(14)		(6)
Divestiture tax impact	(1)		—		(22)		—
Legal entity restructuring tax impact	—		—		(46)		—
Other	(9)		2		9		6
Income tax expense (benefit) computed at effective worldwide tax rates	$	100	$	141	$	353	$	231

At the end of each interim period, we ~~make our best~~ estimate of 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.

Divestiture Tax Impact

~~(11) 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 September 30,

United States
Pension Benefits
Foreign
Pension Benefits
Other Postretirement
Benefits
Millions of dollars
2017
2016
2017
2016
2017
2016
Service cost
$ 1

$ 1

$ 1

$ 1

$ 1

$ 1
Interest cost
34

37

6

7

4

5
Expected return on plan assets
(43 )
(47 )
(8 )
(7 )
—

—
Amortization:

Actuarial loss
12

12

2

1

—

—
Prior service credit
(1 )
—

—

—

(4 )
(3 )
Settlement and curtailment loss
—

—

—

1

—

—
Net periodic cost
$ 3

$ 3

$ 1

$ 3

$ 1

$ 3

Nine Months Ended September 30,
United States
Pension Benefits Foreign
Pension Benefits Other Postretirement
Benefits
Millions of dollars 2017 2016 2017 2016 2017 2016
Service cost $ 2
$ 2
$ 4
$ 4
$ 5
$ 5
Interest cost 101
111
17
21
12
13
Expected return on plan assets (131 ) (140 ) (23 ) (23 ) —
—
Amortization:
Actuarial loss 37
35
5
3
—
—
Prior service credit (2 ) (2 ) —
—
(11 ) (11 )
Settlement and curtailment loss —
—
1
1
—
—
Net periodic cost $ 7
$ 6
$ 4
$ 6
$ 6
$ 7

~~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 September 30,
United States
Pension Benefits Foreign
Pension Benefits Other Postretirement
Benefits
Millions of dollars 2017 2016 2017 2016 2017 2016
Operating profit (loss) $ 1
$ 1
$ 1
$ 1
$ 1
$ 1
Interest and sundry (income) expense 2
2
—
2
—
2
Net periodic benefit cost (credit) $ 3
$ 3
$ 1
$ 3
$ 1
$ 3

Nine Months Ended September 30,
United States
Pension Benefits Foreign
Pension Benefits Other Postretirement
Benefits
Millions of dollars 2017 2016 2017 2016 2017 2016
Operating profit (loss) $ 2
$ 2
$ 4
$ 4
$ 5
$ 5
Interest and sundry (income) expense 5
4
—
2
1
2
Net periodic benefit cost (credit) $ 7
$ 6
$ 4
$ 6
$ 6
$ 7

~~During~~For the second quarter ~~2011, we modified retiree medical benefits~~of 2021, the divestitures detailed in Note 15 generated an overall gain of $120 million, however for ~~certain retirees to be consistent~~tax purposes, a taxable loss was incurred with ~~those benefits provided by the Whirlpool Corporation Group Benefit Plan. We accounted for these changes as a plan amendment in 2011,~~no tax benefit recognized, resulting in a ~~reduction~~corresponding impact to tax expense of $21 million. As part of the legal entity restructuring associated with the Whirlpool China divestment, a tax deductible loss was generated in a separate jurisdiction with a related tax benefit in the ~~postretirement benefit obligation~~amount of $138 million, of which approximately $103 million of benefit has been recognized in net earnings since 2011, with an offset to accumulated other comprehensive loss, net of tax. In response, a group of retirees initiated legal proceedings against Whirlpool asserting the above benefits are vested and changes$46 million.

An immaterial adjustment to the ~~plan are~~loss on sale and disposal of business was recorded in the third quarter of 2021.

For additional information see Note 15 to the Consolidated Condensed Financial Statements.

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 has appealed the US Tax Court decision to the United States Court of Appeals for the Sixth Circuit, which heard arguments in June 2021. The Company believes that it will be successful and has not ~~permitted. We disagree with plaintiffs' assertion and are continuing to vigorously defend our position, including through~~recorded any necessary appeal process. However, an unfavorable final result could require us to immediately reverse the benefit we have recognized to that point, and remeasure the associated postretirement benefit obligation, the impact of ~~which will depend on timing and~~ the ~~actuarial assumptions then~~US Tax Court’s decision in ~~effect.~~its consolidated financial statements.

~~(12) OPERATING~~(14) SEGMENT INFORMATION

~~Operating~~Our reportable segments are based upon geographical region and are defined as ~~components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief~~North America, EMEA, Latin America and Asia. These regions also represent our operating ~~decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing performance.~~

~~We identify such segments based upon geographical regions of operations because each operating~~segments. Each segment manufactures home appliances and related components, but serves strategically different ~~markets.~~marketplaces. The chief operating decision maker, ~~or decision making group~~who is the Company's Chairman and Chief Executive Officer, evaluates performance based ~~upon~~on each ~~segment’s~~segment's earnings (loss) before interest and taxes (EBIT), which we define as operating ~~income, which is defined as income before~~profit less interest and sundry (income) expense ~~interest expense, income taxes,~~ and ~~noncontrolling interests.~~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”~~"Other/Eliminations" column primarily includes corporate expenses, assets and eliminations, as well as ~~corporate~~

restructuring costs, asset impairment charges and ~~intangible asset impairments,~~certain other items that management believes are not indicative of the region's ongoing performance, if any. Intersegment sales are eliminated within each ~~region except compressor sales out of Latin America, which are included in Other/Eliminations.~~region.

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

Three Months Ended September 30,

OPERATING SEGMENTS

Millions of dollars
North
America
EMEA
Latin
America
Asia
Other/
Eliminations
Total
Whirlpool
Net sales

2017
$ 2,989

$ 1,268

$ 849

$ 357

$ (45 )
$ 5,418
2016
2,850

1,319

800

338

(59 )
5,248
Intersegment sales

2017
45

36

45

82

(208 )
—
2016
41

16

50

82

(189 )
—
Depreciation and amortization

2017
64

47

21

22

14

168
2016
65

66

19

15

(1 )
164
Operating profit (loss)

2017
350

11

53

2

(85 )
331
2016
346

40

46

15

(73 )
374
Total assets

September 30, 2017
8,777

8,367

2,909

2,883

(2,098 ) (a) 20,838
December 31, 2016
8,009

7,497

2,601

2,788

(1,742 ) (a) 19,153
Capital expenditures

2017
46

46

28

28

13

161
2016
43

37

28

26

20

154

Nine Months Ended September 30,

OPERATING SEGMENTS

Millions of dollars
North
America
EMEA
Latin
America
Asia
Other/
Eliminations
Total
Whirlpool
Net sales

2017
$ 8,540

$ 3,501

$ 2,515

$ 1,134

$ (139 )
$ 15,551
2016
8,020

3,788

2,331

1,072

(149 )
15,062
Intersegment sales

2017
136

80

142

220

(578 )
—
2016
128

47

153

217

(545 )
—
Depreciation and amortization

2017
193

136

63

53

42

487
2016
199

155

53

48

41

496
Operating profit (loss)

2017
991

(6 )
180

(7 )
(289 )
869
2016
936

141

139

56

(245 )
1,027
Total assets

September 30, 2017
8,777

8,367

2,909

2,883

(2,098 ) (a) 20,838
December 31, 2016
8,009

7,497

2,601

2,788

(1,742 ) (a) 19,153
Capital expenditures

2017
122

82

76

61

30

371
2016
114

82

71

41

52

360



	Three Months Ended September 30,
	OPERATING SEGMENTS
	North America		EMEA		Latin America		Asia (1)		Other / Eliminations		Total Whirlpool
Net sales
2021	$	3,113	$	1,256	$	841	$	278	$	—	$	5,488
2020	2,961		1,258		719		353		—		5,291
Intersegment sales
2021	$	89	$	30	$	327	$	47	$	(493)	$	—
2020	84		31		344		117		(576)		—
Depreciation and amortization
2021	$	43	$	39	$	17	$	4	$	16	$	119
2020	53		42		16		19		16		146
EBIT
2021	$	553	$	28	$	73	$	24	$	(48)	$	630
2020	560		43		77		6		(101)		585
Total assets
September 30, 2021	$	7,990	$	10,032	$	4,148	$	1,646	$	(3,422)	$	20,394
December 31, 2020	7,597		11,296		4,244		2,573		(5,274)		20,436
Capital expenditures
2021	$	42	$	31	$	34	$	6	$	9	$	122
2020	34		29		12		10		11		96

^{(a) Includes eliminations
Nine Months Ended September 30,
OPERATING SEGMENTS
North America EMEA Latin America Asia (1) Other / Eliminations Total Whirlpool
Net sales
2021 $ 9,200 $ 3,676 $ 2,336 $ 958 $ — $ 16,170
2020 8,002 2,973 1,771 912 — 13,658
Intersegment sales
2021 $ 244 $ 76 $ 950 $ 239 $ (1,509) $ —
2020 203 70 894 275 (1,442) —
Depreciation and amortization
2021 $ 132 $ 129 $ 48 $ 22 $ 47 $ 378
2020 143 123 47 52 49 414
EBIT
2021 $ 1,716 $ 80 $ 209 $ 50 $ (62) $ 1,993
2020 1,176 (38) 119 (28) (294) 935
Total assets
September 30, 2021 $ 7,990 $ 10,032 $ 4,148 $ 1,646 $ (3,422) 20,394
December 31, 2020 7,597 11,296 4,244 2,573 (5,274) 20,436
Capital expenditures
2021 $ 107 $ 78 $ 77 $ 18 $ 26 $ 306
2020 87 61 38 33 32 251}

(1) Decrease in Total assets of ~~intersegment transactions occurring~~Asia region is mainly due to the deconsolidation of Whirlpool China. For additional information, see Note 15

to the Consolidated Condensed Financial Statements.

The following table summarizes the reconciling items in the ~~ordinary course of business.~~ Other/Eliminations column for total EBIT for the periods presented:


	Three Months Ended September 30,				Nine Months Ended September 30,
in millions	2021		2020		2021		2020
Items not allocated to segments:
Restructuring costs	$	(7)	$	(63)	$	(35)	$	(186)
Gain (loss) on previously held equity interest	42		—		42		—
Gain (loss) on sale and disposal of businesses	(13)		7		107		7
Corrective action recovery	—		13		—		13
Corporate expenses and other	(70)		(58)		(176)		(128)
Total other/eliminations	$	(48)	$	(101)	$	(62)	$	(294)

2333

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 September 30,				Nine Months Ended September 30,
in millions	2021		2020		2021		2020
Operating profit	$	552	$	563	$	1,854	$	897
Interest and sundry (income) expense	(78)		(22)		(139)		(38)
Total EBIT	$	630	$	585	$	1,993	$	935
Interest expense	44		51		134		142
Income tax expense	100		141		353		231
Net earnings (loss)	$	486	$	393	$	1,506	$	562
Less: Net earnings available to noncontrolling interests	15		1		21		(14)
Net earnings (loss) available to Whirlpool	$	471	$	392	$	1,485	$	576

(15) DIVESTITURES

Whirlpool China Divestment

On August 25, 2020, Guangdong Galanz Household Appliances Manufacturing Co., Ltd. (“Galanz”) announced its intention to pursue a tender offer for majority control of Whirlpool China Co. Ltd. (“Whirlpool China”), a majority-owned subsidiary of the Company with shares listed on the Shanghai Stock Exchange. In its announcement, Galanz noted that it expected to offer RMB 5.23 per share (approximately $0.76 per share as of August 25, 2020) to obtain no less than 51% and no more than 61% of Whirlpool China’s outstanding shares. This share price offer was equal to the daily weighted average trading price for Whirlpool China stock over the 30 trading days prior to the announcement.

In the first quarter of 2021, our Board of Directors approved the sale of Whirlpool China, which was reported within our Asia reportable segment and met the criteria for held for sale accounting during the first quarter of 2021. The operations of Whirlpool China did not meet the criteria to be presented as discontinued operations.

On May 6, 2021, the tender offer was completed and the share transfer was executed for a consideration of RMB 1.25 billion (approximately $193 million on the date of completion). Subsequent to the share transfer, the Company holds an equity interest of approximately 20% in Whirlpool China.

In connection with the sale, we recorded a gain, net of transaction and other costs, of $284 million during the second quarter of 2021. The gain on sale is equal to the difference between the total transaction amount and carrying value of Whirlpool China, which includes $74 million of cumulative foreign currency translation adjustments and $80 million of goodwill allocated to the disposal group. The total transaction amount includes $193 million of consideration received from the sale of Whirlpool China shares, $214 million for the fair value of the interest retained and the $783 million carrying value of the equity interest in Whirlpool China. The fair value of the interest retained was based on the ownership amount and the stock price of Whirlpool China as of the closing date of the transaction and we account for the remaining equity interest under the equity method accounting as of June 30, 2021.

Earnings before income taxes prior to the share transfer of Whirlpool China were not material to the Company for the period presented.

The following table presents the carrying amounts of the major classes of Whirlpool China’s assets and liabilities as of September 30, 2021 and December 31, 2020.


Millions of dollars	September 30,		December 31,
	2021		2020
Cash and cash equivalents	$	—	$	324
Accounts receivable, net of allowance of $0 and $11, respectively	—		85
Inventories	—		98
Prepaid and other current assets	—		93
Property, net of accumulated depreciation of $0 and $189, respectively	—		309
Other noncurrent assets (1)	—		283
Total assets	$	—	$	1,192

Accounts payable	$	—	$	216
Accrued expenses	—		53
Other current liabilities	—		254
Other noncurrent liabilities	—		7
Total liabilities	$	—	$	530

(1) Other non current assets include allocated goodwill of $80 million.

Turkey Subsidiary Divestment

On May 17, 2021, we entered into a share transfer agreement with Arçelik A.Ş. ("Arçelik") to sell our Turkish subsidiary for a cash purchase price of €78 million (approximately $93 million on June, 30 2021), subject to customary adjustments at closing.

On June 30, 2021, we completed the sale of the Turkish subsidiary. In connection with the sale, we recorded a loss on disposal of $164 million in the second quarter of 2021. The loss includes a charge of $40 million for the write-down of the assets of the disposal group to fair value and allocated goodwill, and $124 million of cumulative foreign currency translation adjustments included in the carrying amount of the disposal group. During the third quarter of 2021, amounts for working capital and other customary post-closing adjustments were finalized and an additional $13 million loss related to the sale of business was recorded.

The Turkish subsidiary, whose primary asset was a manufacturing plant, was reported within our EMEA reportable segment. The operations of Turkey did not meet the criteria to be presented as discontinued operations. Earnings before income taxes for Turkey were not material for the periods presented.

For additional information see Note 10 to the Consolidated Condensed Financial Statements.


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

ABOUT WHIRLPOOL

Whirlpool isCorporation ("Whirlpool"), committed to being the ~~number one major appliance manufacturer~~best global kitchen and laundry company, in constant pursuit of improving life at home, was incorporated in 1955 under the ~~world with net sales~~laws of ~~approximately $21 billion~~Delaware and was founded in ~~2016. We are a leading producer of major home appliances~~1911. Whirlpool manufactures products in ~~North America, Europe~~11 countries and ~~Latin America, and have a significant presence throughout China and India.~~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 ~~reportable~~operating segments, which we define based on geography. ~~Our reportable~~Whirlpool's operating segments consist of North America, Europe, Middle East and Africa ("EMEA"), Latin America and Asia. ~~Our customer base includes large, sophisticated trade customers who have many choices and demand competitive products, services and prices. The major home appliance industry operates~~Whirlpool had approximately $19 billion in ~~a competitive environment, reflecting the impact of both new and established global competitors, including Asian and European manufacturers.~~

We monitor country-specific economic factors such as gross domestic product, unemployment, consumer confidence, retail trends, housing starts and completions, sales of existing homes and mortgage interest rates as key indicators of industry demand. In addition to profitability, we also focus on country, brand, product and channel sales when assessing and forecasting financial results.

~~Our leading portfolio of brands includes~~ ~~Whirlpool, Maytag, KitchenAid, Embraco, Brastemp, Consul~~ ~~and~~ ~~Indesit.~~ Our global branded consumer products strategy is to introduce innovative new products, increase brand consumer loyalty, expand our presence outside the United States, enhance our trade management platform, continuously improve total cost and quality by expanding and leveraging our global operating platform and, where appropriate, make strategic acquisitions and investments.

As we grow revenues in our core products, our strategy is also to extend our business by offering products and services that are dependent on and related to our core business and expand into adjacent products, such as ~~Affresh~~ ~~cleanersand~~ ~~Gladiator~~ ~~GarageWorks~~, ~~through businesses that leverage our core competencies and business infrastructure.~~

~~RESULTS OF OPERATIONS~~

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

Three Months Ended September 30, Nine Months Ended September 30,
Consolidated - Millions of dollars, except per share data 2017 2016 Better/(Worse) 2017 2016 Better/(Worse)
Net sales $5,418 $5,248 3.2% $15,551 $15,062 3.2%
Gross margin 915 940 (2.7)% 2,617 2,732 (4.2)%
Selling, general and administrative 521 519 (0.4)% 1,546 1,535 (0.7)%
Restructuring costs 45 29 (59.9)% 150 116 (29.7)%
Interest and sundry (income) expense 21 30 30.0% 69 103 33.0%
Interest expense 42 39 (6.3)% 122 118 (3.1)%
Income tax (benefit) expense (4) 61 nm 69 64 (7.3)%
Net earnings available to Whirlpool 276 238 15.9% 618 708 (12.7)%
Diluted net earnings available to Whirlpool per share $3.72 $3.10 20.0% $8.23 $9.16 (10.2)%

~~nm = not meaningful~~

~~Consolidated Net Sales~~

~~The following graphs summarize units sold, consolidated~~annual net sales and 78,000 employees in 2020.

OVERVIEW

Whirlpool delivered very strong third-quarter GAAP net ~~sales by region for the three months ended September 30:~~

~~The following graphs summarize units sold, consolidated net sales and net sales by region for the nine months ended September 30:~~

~~Consolidated net sales increased 3.2% for the three and nine months ended September 30, 2017, respectively,~~earnings available to Whirlpool of $471 million (net earnings margin of 8.6%), or $7.51 per share, compared to GAAP net earnings available to Whirlpool of $392 million (net earnings margin of 7.4%), or $6.19 per share in the same ~~periods~~prior-year period. Strong cash provided by (used in) operating activities of $1.3 billion, compared to $407 million in ~~2016. The increase for the three months ended~~2020 and adjusted free cash flow(1) (non-GAAP) of $1.3 billion, compared to $170 million in 2020, was ~~primarily~~ driven by ~~unit volume~~higher net earnings; adjusted free cash flow also included the completion of the partial tender offer for Whirlpool China and the divestiture of our Turkish subsidiary.

Whirlpool delivered very strong third-quarter ongoing (non-GAAP) earnings per share of $6.68 and ongoing EBIT margin of 11.1%, compared to $6.83 and 11.9% in the same prior-year period. On a GAAP and ongoing basis, strong revenue growth ~~and favorable impacts from foreign currency, partially offset by unfavorable impacts from product price/mix. The increase for the nine months ended was primarily~~ driven by unit volume growth, favorable impacts from foreign currency and product price/mix. Excluding the impact of foreign currency, consolidated net sales increased 1.7% and 2.6% for the three and nine months ended September 30, 2017, respectively, compared to the same periods in 2016.

We provide the percentage change in net sales, excluding the impact of foreign currency, as a supplement to the change in net sales determined by GAAP to provide stockholders with a clearer basis to assess Whirlpool's results over time. This measure is considered a non-GAAP financial measure and is calculated by translating the current period net sales, in functional currency, to U.S. dollars using the prior-year period exchange rate compared to the prior-year period net sales.

~~Significant regional trends were as follows:~~

North America net sales increased 4.9% and 6.5% for the three and nine months ended September 30, 2017, respectively, compared to the same periods in 2016. The increase for the three months ended September 30, 2017 was primarily driven by unit volume growth and a favorable impact from foreign currency. The increase for the nine months ended September 30, 2017 was primarily driven by unit volume growth, partially offset by unfavorable impacts from foreign currency. Excluding the impact from foreign currency, net sales increased 4.4% and 6.6% for the three and nine months ended September 30, 2017, respectively, compared to the same periods in 2016.

EMEA net sales decreased 3.9% and 7.6% for the three and nine months ended September 30, 2017, respectively, compared to the same periods in 2016. The decrease for the three months ended September 30, 2017 was primarily driven by unit volume declines, partially offset by a favorable impact from foreign currency and product price/mix. The decrease for the nine months ended September 30, 2017 was primarily driven by unit volume declines, unfavorable impacts from foreign currency and product price/mix. Excluding the impact from foreign currency, net sales decreased 7.7% and 7.1% for the three and nine months ended September 30, 2017, respectively, compared to the same periods in 2016.

Latin America net sales increased 6.1% and 7.9% for the three and nine months ended September 30, 2017, respectively, compared to the same periods in 2016. The increase for the three months ended September 30, 2017 was primarily driven by unit volume growth and a favorable impact from foreign currency, partially offset by an unfavorable impact from product price/mix. The increase for the nine months ended September 30, 2017 was primarily driven by a favorable impact from foreign currency and unit volume growth, partially offset by an unfavorable impact from product price/mix. Excluding the impact from foreign currency, net sales increased 4.9% and 2.7% for the three and nine months ended September 30, 2017, respectively, compared to the same periods in 2016.

Asia net sales increased 5.4% and 5.7% for the three and nine months ended September 30, 2017, respectively, compared to the same periods in 2016. The increase for the three months ended September 30, 2017 was primarily driven by a favorable impact from product price/mix, unit volume growth and foreign currency. The increase for the nine months ended September 30, 2017 was primarily driven by unit volume growth, partially offset by unfavorable impacts from productpositive price/mix in China and foreign currency. Additionally, the Company reduced net sales related to adjustments of trade promotion accruals in prior periods. Excluding the impact from foreign currency, net sales increased 3.8% and 6.5% for the three and nine months ended September 30, 2017, respectively, compared to the same periods in 2016.

~~Gross Margin~~

~~The graphs below summarize gross margin percentages by region for the three and nine months ended September 30:~~

The consolidated gross margin percentage decreased for the three and nine months ended September 30, 2017 compared to the same periods in 2016. The decrease for the three and nine months ended was primarily due to unfavorable impacts from raw material inflation and product price/mix, partiallya continued strong consumer demand environment, offset by benefits from cost productivity and unit volume growth. Additionally, gross margin also includes an adjustment in our Asia operating segment, primarily related to trade promotion accruals in prior periods.

~~Significant regional trends were as follows:~~

North America gross margin decreased for the three and nine months ended September 30, 2017 compared to the same periods in 2016, primarily due to impacts from raw material inflation, partially offset by benefits from unit volume growth.

EMEA gross margin decreased for the three and nine months ended September 30, 2017 compared to the same periods in 2016, primarily due to unfavorable impacts from product price/mix, raw material inflation and unit volume declines, partially offset by benefits from cost productivity and restructuring benefits.

Latin America gross margin decreased for the three months ended September 30, 2017 and increased for the nine months ended September 30, 2017 compared to the same periods in 2016. The decrease for the three months ended September 30, 2017 was primarily due to unfavorable impacts from product price/mix and raw material inflation, partially offset by a favorable impact from cost productivity . The increase for the nine months ended September 30, 2017 was primarily due to a favorable impact from cost productivity, partially offset by an unfavorable impact from raw material inflation.

Asia gross margin decreased for the three and nine months ended September 30, 2017 compared to the same periods in 2016, primarily due to raw material inflation and unfavorable impacts from product price/mix in China, partially offset by benefits from cost productivity. Additionally, gross margin also includes an adjustment primarily related to trade promotion accruals in prior periods.

~~Selling, General and Administrative~~

~~The following table summarizes selling, general and administrative expenses as a percentage of net sales by region:~~

Three Months Ended September 30, Nine Months Ended September 30,
Millions of dollars 2017
As a %
of Net Sales
2016
As a %
of Net Sales
2017
As a %
of Net Sales
2016
As a %
of Net Sales
North America $200 6.7% $203 7.1% $584 6.8% $583 7.3%
EMEA 138 10.9% 141 10.7% 401 11.5% 429 11.3%
Latin America 75 8.8% 75 9.4% 242 9.6% 221 9.5%
Asia 66 18.5% 53 15.7% 175 15.5% 162 15.1%
Corporate/other 42 — 47 — 144 — 140 —
Consolidated $521 9.6% $519 9.9% $1,546 9.9% $1,535 10.2%

~~Consolidated selling, general and administrative expenses is comparable as a percent of net sales compared the the same periods in 2016.~~

~~Restructuring~~

We incurred restructuring charges of $45 million and $150 million for the three and nine months ended September 30, 2017, compared to $29 million and $116 million for the same periods in 2016. For the full year 2017, we expect to incur up to $200 million of restructuring charges, which will result in substantial ongoing cost reductions.

~~Additional information about restructuring activities can be found in Note 9 of the Notes to the Consolidated Condensed Financial Statements.~~

~~Interest and Sundry (Income) Expense~~

Interest and sundry (income) expense for the three and nine months ended September 30, 2017 improved compared to the same periods in 2016. The decrease in expense for the three and nine months ended was primarily due to a favorable impact from foreign currency.

~~Interest Expense~~

~~Interest expense for the three and nine months ended September 30, 2017 increased compared to the same periods in 2016 primarily due to higher average debt and lower capitalized interest.~~

~~Income Taxes~~

Income tax benefit was $4 million and income tax expense was $69 million for the three and nine months ended September 30, 2017, respectively, compared to income tax expense of $61 million and $64 million for the same periods of 2016. For the three and nine months ended September 30, 2017, changes in the effective tax rate from the prior period include tax planning and related valuation allowance releases.

~~For additional information, see Note 10 of the Notes to the Consolidated Condensed Financial Statements.~~

~~FORWARD-LOOKING PERSPECTIVE~~

~~Earnings per diluted share presented below~~ are ~~net of tax, while each adjustment is presented on a pre-tax basis. The aggregate income tax impact of the taxable components of each adjustment is presented in the income tax impact line item at~~very pleased with our ~~anticipated 2017 full-year tax rate of approximately 16%. We currently estimate earnings per diluted share and industry demand for 2017 to be within the following ranges:~~

2017
Current Outlook
Estimated earnings per diluted share, for the year ending December 31, 2017 $11.10 — $11.40
Including:
Restructuring Expense $(2.66)
Out-of-Period Adjustment $(0.27)
Income Tax Impact $0.45

Industry demand
North America⁽¹⁾
4% — 6%
EMEA Flat — 2%
Latin America⁽²⁾
Flat
Asia Flat — 2%

⁽¹⁾~~Reflects industry demand in the United States.~~

⁽²⁾~~Reflects industry demand in Brazil.~~

For the full-year 2017, we expect to generate cash from operating activities of $1.55 to $1.6 billion and free cash flow of approximately $900 million, including primarily acquisition related restructuring cash outlays of up to $175 million, legacy product warranty and liability costs of $69 million, pension contributions of $42 million and, with respect to free cash flow, capital expenditures of approximately $650 million to $700 million.

The table below reconciles projected 2017 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~~capitalize on strong global demand while successfully executing on our go-to-market strategy, including executing our previously announced cost-based price increases, and ~~obligations. There~~navigating the macroeconomic environment. These results again demonstrate the agility and resiliency of our business model as our results have exceeded our long term goals and provide us the confidence to issue updated long-term financial goals as we are ~~limitations~~structurally positioned 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~~build on our ~~calculations. We define~~record results.

(1) The Company defines adjusted free cash flow as cash provided by operating activities less capital expenditures and including proceeds from the sale of assets/businesses, and changes in restricted ~~cash.~~ cash, which is consistent with the previous definition of free cash flow.

RESULTS OF OPERATIONS

The ~~change in restricted cash relates~~following table summarizes the consolidated results of operations for the periods presented:


	Three Months Ended September 30,					Nine Months Ended September 30,
Consolidated - Millions of dollars, except per share data	2021		2020		Better/(Worse) %	2021		2020		Better/(Worse) %
Net sales	$	5,488	$	5,291	3.7%	$	16,170	$	13,658	18.4%
Gross margin	1,108		1,148		(3.5)	3,347		2,476		35.2
Selling, general and administrative	524		513		(2.1)	1,526		1,354		(12.7)
Restructuring costs	7		63		88.9	35		186		81.2
(Gain) loss on sale and disposal of businesses	15		(7)		nm	(105)		(7)		nm
Interest and sundry (income) expense	(78)		(22)		nm	(139)		(38)		nm
Interest expense	44		51		13.7	134		142		5.6
Income tax expense (benefit)	100		141		29.1	353		231		(52.8)
Net earnings available to Whirlpool	$	471	$	392	20.2%	$	1,485	$	576	nm
Diluted net earnings available to Whirlpool per share	$	7.51	$	6.19	21.3%	$	23.47	$	9.14	nm

nm = not meaningful

Consolidated net sales increased 3.7% and 18.4% for the three and nine months ended September 30, 2021, respectively, compared to the ~~private placement funds paid~~same periods in 2020. The increase for the three months ended September 30, 2021 was primarily driven by ~~Whirlpool~~favorable product price/mix, partially offset by lower volume which includes the impact from divestitures. The increase for the nine months ended September 30, 2021 was primarily driven by favorable product price/mix, higher volume and the favorable impact of foreign currency. Excluding the impact of foreign currency, net sales increased 2.9% and 17.2% for the three and nine months ended September 30, 2021, compared to ~~acquire majority control~~the same periods in 2020.

The consolidated gross margin percentage for the three months ended September 30, 2021 decreased to 20.2% compared to 21.7% in the same prior-year period, primarily driven by raw material inflation and lower volume, partially offset by favorable product price/mix. The consolidated gross margin percentage for the nine months ended September 30, 2021 increased to 20.7% from 18.1% in the same prior-year period. The increase was primarily driven by favorable product price/mix and higher volume, partially offset by raw material inflation.

Our operating segments are based upon geographical region and are defined as North America, EMEA, Latin America and Asia. These regions also represent our reportable segments. The chief operating decision maker evaluates performance based on each segment's earnings (loss) before interest and taxes (EBIT), which we define as operating profit less interest and sundry (income) expense and excluding restructuring costs, asset impairment charges and certain other items that management believes are not indicative of the region's ongoing performance, if any. For additional information, see Note 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 and nine months ended September 30, 2021. Additionally, operating segments have been impacted by disruptions in supply chains and distribution channels, among other COVID-19 related impacts.

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

NORTH AMERICA

Net Sales

Net sales increased 5.1% and 15.0% for the three and nine months ended September 30, 2021, respectively, compared to the same periods in 2020. The increase for the three months ended September 30, 2021 was primarily driven by favorable product price/mix, partially offset by decreased volume. The increase for the nine months ended September 30, 2021 was primarily driven by favorable product price/mix. Excluding the impact from foreign currency, net sales increased 4.9% and 14.4% for the three and nine months ended September 30, 2021, respectively, compared to the same periods in 2020.

EBIT

EBIT decreased for the three months ended September 30, 2021 compared to the same period in 2020 primarily due to raw material inflation and lower volume, partially offset by favorable product price/mix. EBIT increased for the nine months ended September 30, 2021 compared to the same periods in 2020 primarily due to the favorable product price/mix, partially offset by raw material inflation and increased marketing spend. EBIT margin was 17.7% and 18.7% for the three and nine months ended September 30, 2021, respectively, compared to 18.9% and 14.7% for the same periods in 2020.

EMEA

Net Sales

Net sales was flat for the three months ended September 30, 2021 compared to the same period in 2020 primarily driven by reduced volume, partially offset by favorable product price/mix and the impact of foreign currency. Net sales increased 23.6% for the nine months ended September 30, 2021, compared to the same period in 2020 driven by higher volume, the favorable impact of foreign currency and product price/mix. Excluding the impact from foreign currency, net sales decreased 1.6% and increased 17.6% for the three and nine months ended September 30, 2021, respectively, compared to the same periods in 2020.

EBIT

EBIT decreased for the three months ended September 30, 2021 compared to the same period in 2020 primarily due to raw material inflation, partially offset by higher cost productivity and favorable product price/mix. EBIT increased for the nine months ended September 30, 2021 driven by higher cost productivity,

increased volume and product price/mix, partially offset by raw material inflation. EBIT margin was 2.2% for the three and nine months ended September 30, 2021, compared to 3.4% and (1.3)% for the same periods in 2020.

LATIN AMERICA

Net Sales

Net sales increased 17.0% and 31.9% for the three and nine months ended September 30, 2021, respectively, compared to the same periods in 2020. The increase for the three months ended September 30, 2021 was primarily driven by favorable product price/mix and the impact of foreign currency, partially offset by lower volume. The increase for the nine months ended September 30, 2021 was driven by higher volume and favorable product price/mix, partially offset by the unfavorable impact of foreign currency. Excluding the impact of foreign currency, net sales increased 14.5% and 36.3% for the three and nine months ended September 30, 2021, respectively, compared to the same prior periods in 2020.

EBIT

EBIT decreased for the three months ended September 30, 2021 compared to the same period in 2020 primarily due to raw material inflation and unfavorable impact of foreign currency, partially offset by product price/mix. EBIT increased for the nine months ended September 30, 2021 compared to the same period in 2020 primarily due to favorable product price/mix and higher volumes, partially offset by raw material inflation and the unfavorable impact of foreign currency. EBIT margin was 8.7% and 9.0% for the three and nine months ended September 30, 2021, respectively, compared to 10.7% and 6.7% for the same periods in 2020.

ASIA

Net Sales

Net sales decreased 21.3% and increased 5.1% for the three and nine months ended September 30, 2021, respectively, compared to the same periods in 2020. This decrease for the three months ended September 30, 2021 was primarily driven by the sale of Whirlpool China, ~~(formerly Hefei Sanyo) in 2014 and which are used to fund capital and technical resources to enhance Whirlpool China’s research and development and working capital, as required~~partially offset by favorable product price/mix. The increase for the nine months ended September 30, 2021 was primarily driven by favorable product price/mix, partially offset by the ~~terms~~deconsolidation of Whirlpool China. Excluding the impact from foreign currency, net sales decreased 21.5% and increased 3.0% for the three and nine months ended September 30, 2021, compared to the same periods in 2020.

EBIT

EBIT increased for the three and nine months ended September 30, 2021 compared to the same periods in 2020. The increase for the three months ended September 30, 2021 was primarily due to the sale of Whirlpool China, favorable product price/mix and lower marketing spend. The increase for the nine months ended September 30, 2021 was driven by the sale of Whirlpool China, favorable product price/mix and cost productivity, partially offset by raw material inflation. EBIT margin was 8.6% and 5.2% for the three and nine months ended September 30, 2021, compared to 1.8% and (3.0)% for the same periods in 2020.

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 September 30,								Nine Months Ended September 30,
Millions of dollars	2021		As a % of Net Sales		2020		As a % of Net Sales		2021		As a % of Net Sales		2020		As a % of Net Sales
North America	$	227	7.3	%	$	181	6.1	%	$	614	6.7	%	$	517	6.5	%
EMEA	117		9.4		129		10.3		379		10.3		330		11.1
Latin America	70		8.3		65		9.0		192		8.2		172		9.7
Asia	27		9.7		57		16.2		120		12.6		167		18.4
Corporate/other	83		—		81		—		221		—		168		—
Consolidated	$	524	9.5	%	$	513	9.7	%	$	1,526	9.4	%	$	1,354	9.9	%

Consolidated selling, general and administrative expenses increased for the three months ended September 30, 2021 compared to the same period in 2020 is primarily driven by increased marketing investment. The increase for the nine months ended September 30, 2021 compared to the same period in 2020 is primarily driven by employee compensation accruals and increased marketing investment.

Restructuring

We incurred restructuring charges of $7 million and $35 million for the three and nine months ended September 30, 2021, respectively, compared to $63 million and $186 million for the same periods in 2020. For the full year 2021, we expect to incur up to $50 million of restructuring charges driven by previously announced actions.

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

(Gain) Loss on Disposal of Businesses

On May 6, 2021, the partial tender offer for Whirlpool China was completed and subsequent to the deconsolidation of the ~~Hefei Sanyo acquisition~~entity we recorded a gain of $284 million for the three and nine months ended September 30, 2021.

On June 30, 2021, we completed the sale of our Turkish subsidiary and incurred a loss of $164 million for the three and six months ended June 30, 2021. During the third quarter of 2021, an additional loss of $13 million related to the final purchase price adjustments was recorded, increasing the total loss to $177 million for the nine months ended 2021.

For additional information, see Note 15 to the Consolidated Condensed Financial Statements.

Interest and Sundry (Income) Expense

Interest and sundry income increased for the three and nine months ended September 30, 2021 compared to the same periods in ~~October 2014.~~ 2020, primarily due to a gain of $42 million on previously held equity interest of 49% in Elica PB India and the impact of changes to other postretirement benefit plans.

2017
Millions of dollars Current Outlook
Cash provided by operating activities⁽¹⁾
$1,550 - $1,600
Capital expenditures, proceeds from sale of assets/businesses and changes in restricted cash (650) - (700)
Free cash flow ~ $900

⁽¹⁾For additional information, see Notes 1 and 8 to the Consolidated Condensed Financial ~~guidance~~Statements.

Interest Expense

Interest expense decreased for the three and nine months ended September 30, 2021 compared to the same periods in 2020 primarily due to short-term debt reduction.

Income Taxes

Income tax expense was $100 million and $353 million for the three and nine months ended September 30, 2021, compared to income tax expense of $141 million and $231 million in the same periods of 2020.

For the three months ended September 30, 2021, the decrease in tax expense from the prior period is primarily due to a tax benefit from tax audits and settlements related to the favorable outcome of certain tax litigation in Brazil. Specifically, on September 24, 2021, the Brazilian Supreme Court rendered a ~~GAAP basis for cash provided by (used in) financing activities and cash provided by (used in) investing activities has not been provided because~~favorable decision in ~~order~~a case involving an unrelated taxpayer but applicable to ~~prepare any such estimate or projection, the company would need to rely on market factors~~Whirlpool and certain other ~~conditions~~companies, that exempts interest income received from the Brazilian government from income tax, resulting in a tax benefit of approximately $34 million. For the nine months ended September 30, 2021, the increase in tax expense from the prior period is due to higher overall earnings and ~~assumptions that~~related tax expense, partially offset by the tax effect of divestitures, audits and settlements and legal entity restructuring.

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 ~~outside~~disclosed in Note 1 to the Consolidated Financial Statements and in Management's Discussion and Analysis of ~~its control.~~our annual report on Form 10-K for the fiscal year ended December 31, 2020.

~~The projections above are based on many estimates and are inherently subject~~

We continue to ~~change based on future decisions made by management~~monitor the significant global economic uncertainty as a result of COVID-19 to assess the outlook for demand for our products and the ~~Board~~impact on our business and our overall financial performance. Our EMEA reporting unit and our Indesit, Hotpoint*, Maytag and JennAir trademarks continue to be at risk and none of ~~Directors~~our other reporting units or indefinite-lived intangible assets are presently at risk for future impairment.

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

*Whirlpool ownership of ~~Whirlpool,~~the Hotpoint brand in EMEA and ~~significant economic, competitive and other uncertainties and contingencies.~~Asia Pacific regions is not affiliated with the Hotpoint brand sold in the Americas.

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 the business through capital and engineering spending to support innovation and productivity initiatives, ~~funding our pension plan and~~servicing the term debt liabilities, providing return to shareholders, and funding potential acquisitions.

The Company believes that 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. Whirlpool has historically been able to leverage its strong adjusted 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~~short-term potential uses of liquidity include funding our business operations, ongoing capital spending, restructuring activities, ~~pension plans~~payments of short and long-term debt and returns to shareholders. We ~~also~~currently have ~~$671~~$298 million of ~~long term~~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.~~

months.

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~~short-term cash equivalents to limit the concentration of exposure by counterparty.

COVID-19 pandemic

The COVID-19 pandemic has created significant volatility in the macroeconomic environment and global financial markets. We believe we have a strong financial position and the liquidity required to withstand economic uncertainty during this volatile period in consideration of the following:

•Solid investment grade credit rating

•Ample buffers in our financial covenants to withstand additional debt or reduction to equity

•$2.9 billion of cash and cash equivalents at September 30, 2021 with $3.7 billion remaining on our committed credit facilities

•Strong working capital management

•Focused cost takeout and price/mix actions helped offset raw material inflation, delivering strong margin profile

Cash and cash equivalents

The Company had cash and cash equivalents of approximately $2.9 billion at September 30, 2021, 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 September 30, ~~2017,~~2021, we had cash or cash equivalents greater than 1% of our consolidated assets in ~~China, which represented 2.4%~~the United States (8.0%) and Brazil (1.9%). In addition, we ~~did not have any~~had third-party accounts receivable outside of the United States greater than 1% of our consolidated assets in ~~any single country outside of North America.~~Italy and Brazil, which represented 1.3% and 1.2%, 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 nine months ended September 30, 2021. On March 13, 2020, we initiated a borrowing of approximately $2.2 billion which was fully repaid by December 31, 2020.

We were in compliance with both our debt to capitalization ratio and interest coverage ratio under the revolving credit facility as of September 30, 2021. We closely monitor our ability to meet these covenants in future periods and expect to continue to be in compliance.

At September 30, 2021, we had aggregate borrowing capacity of approximately $3.7 billion on our committed credit facilities, consisting of $3.5 billion under the Amended Long-Term Facility and approximately $197 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 September 30, 2021, 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 September 30, 2021, nor do we have immediate visibility into customer insolvency situations materializing in the future. We continue to monitor these situations and take appropriate risk mitigation steps in light of the current environment.

In the past, when faced with a potential volume reduction from any one particular segment of our trade distribution network, we generally have been able to offset such declines through increased sales throughout our broad distribution network.

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

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, ~~and~~ cash equivalents and restricted cash for the periods presented:


	Nine Months Ended September 30,
Millions of dollars	2021		2020
Cash provided by (used in):
Operating activities	$	1,294	$	407
Investing activities	(446)		(224)
Financing activities	(856)		1,531
Effect of exchange rate changes	(51)		(125)
Net change in cash, cash equivalents and restricted cash	$	(59)	$	1,589

Nine Months Ended September 30,
Millions of dollars 2017 2016
Cash provided by (used in):
Operating activities $ (33 ) $ (175 )
Investing activities (349 ) (303 )
Financing activities 335
729
Effect of exchange rate changes on cash 49
2
Net change in cash and cash equivalents $ 2
$ 253

Cash Flows from Operating Activities

Cash ~~used in~~provided by operating activities ~~for~~during the nine months ended September 30, ~~2017 decreased~~2021 increased compared to the same period in ~~2016, which~~2020. The increase was primarily ~~reflects~~driven by higher cash earnings, a decrease in promotional spend, and improved working capital. The working capital ~~optimization.~~improvement was driven by increased accounts payable driven by higher costs and our ongoing accounts receivable and credit management actions, partially offset by increased inventory due to higher input costs and demand driven production increases.

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 nine months ended September 30, ~~2017 increased compared~~2021 includes a decrease of $393 million due to divestitures, representing cash and cash equivalents held in Whirlpool China and the Turkey subsidiary, and the net impact of the acquisition of Elica PB India. The increase in cash used in investing activities was partially offset by proceeds of approximately $193 million for the sale of majority shareholding in Whirlpool China and approximately $93 million for the sale of the Turkey subsidiary.

For additional information, see Note 15 to the ~~same period in 2016, which primarily reflects investment in related businesses and use of restricted cash.~~Consolidated Condensed Financial Statements.

Cash Flows from Financing Activities

Cash ~~provided by~~used in financing activities during the nine months ended September 30, ~~2017 decreased~~2021 increased by $2.4 billion compared to the same period in ~~2016,~~2020, which primarily reflects ~~share repurchase activity under our share repurchase program and issuances~~reduced borrowings of long-term debt, ~~in 2016.~~a reduction on short-term borrowing and increased share repurchases compared to the same prior-year period.

Financing Arrangements

The Company had total committed credit facilities of approximately ~~$3.6~~$3.7 billion ~~as of~~at September 30, ~~2017, which amount increased by $500 million from December 31, 2016 due to an increase in the Amended Long-Term Facility entered into in the third quarter. The~~2021. These facilities are geographically ~~diverse and reflect~~reflective of the ~~Company’s growing~~Company's global operations. The Company ~~believes these~~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 September 30, ~~2017~~2021 or December 31, ~~2016.~~2020. The Company did not renew a prior $500 million COVID-19 related short term facility, which matured on its original expiration date in April 2021.

For additional information about our financing arrangements, see Note ~~5 of the Notes~~6 to the Consolidated Condensed Financial Statements.

Dividends

In April ~~2017,~~2021, our Board of Directors approved a ~~10%~~12.0% increase in our quarterly dividend on our common stock to ~~$1.10~~$1.40 per share from $1$1.25 per ~~share.~~share, representing the 9th 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 September 30, ~~2017,~~2021, we had approximately ~~$420~~$343 million outstanding under these agreements.

~~Repurchase Program~~

For additional information about our ~~repurchase program,~~off-balance sheet arrangements, see ~~Note 8 of the~~ 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

•Adjusted free cash flow

Non-GAAP measures 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. Ongoing EBIT margin is calculated by dividing ongoing 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. 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 that management believes are not indicative of the region's ongoing performance, if any, 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.

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 sales, net earnings available to Whirlpool, net earnings as a percentage of net sales 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				Nine Months Ended
	2021		2020		2021		2020
Net earnings available to Whirlpool (1)	$	471	$	392	$	1,485	$	576
Net earnings (loss) available to noncontrolling interests	15		1		21		(14)
Income tax expense (benefit)	100		141		353		231
Interest expense	44		51		134		142
Earnings before interest & taxes	$	630	$	585	$	1,993	$	935
Restructuring expense (a)	7		63		35		186

(Gain) loss on previously held equity interest (b)	(42)		—		(42)		—
(Gain) loss on sale and disposal of businesses (c)	13		(7)		(107)		(7)
Corrective action recovery (d)	—		(13)		—		(13)
Ongoing EBIT(2)	$	608	$	628	$	1,879	$	1,101

(1)Net earnings margin is approximately 8.6% and 9.2% for the three and nine months ended September 30, 2021, respectively, compared to 7.4% and 4.2% 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 and nine months ended September 30, 2021 and September 30, 2020, respectively.

(2)Ongoing EBIT margin is approximately 11.1% and 11.6% for the three and nine months ended September 30, 2021, respectively, compared to 11.9% and 8.1% in the same prior year period. Ongoing EBIT margin is calculated by dividing Ongoing EBIT by consolidated net sales for the three and nine months ended September 30, 2021 and September 30, 2020, respectively.

The earnings per diluted share GAAP measure and ongoing measure for the third quarter of 2021 and 2020 are presented net of tax, while each adjustment is presented on a pre-tax basis. Our third-quarter 2021 and 2020 GAAP tax rate was 17.1% and 26.4%, respectively. The aggregate income tax impact of the taxable components of each adjustment is presented in the income tax impact line item at our third-quarter 2021 and 2020 adjusted tax rate (non-GAAP) of 25.0% and 25.0%, respectively.


Earnings Per Diluted Share	Three Months Ended
	2021		2020
Earnings per diluted share	$	7.51	$	6.19
Restructuring expense (a)	0.10		1.00
(Gain) loss on previously held equity interest (b)	(0.50)		—
(Gain) loss on sale and disposal of businesses (c)	0.21		(0.10)
Corrective action recovery (d)	—		(0.20)
Income tax impact	0.05		(0.17)
Normalized tax rate adjustment (e)	(0.69)		0.11
Ongoing earnings per diluted share	$	6.68	$	6.83


Adjusted Free Cash Flow (FCF) Reconciliation: in millions	Nine Months Ended
	2021		2020
Cash provided by (used in) operating activities	$	1,294	$	407
Capital expenditures	(306)		(251)
Proceeds from sale of assets and business	299		27
Change in restricted cash	9		(13)
Adjusted free cash flow	$	1,296	$	170

Cash provided by (used in) investing activities	$	(446)	$	(224)
Cash provided by (used in) financing activities	(856)		1,531

Footnotes

(a) Restructuring expense - In the third quarter of 2020, these costs were primarily related to actions that right-sized and reduced the fixed cost structure of our North America business and certain other centralized functions, attributable primarily to the macroeconomic uncertainties caused by COVID-19. In the third quarter of 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) (Gain) loss on previously held equity interest - During the third quarter of 2021, Whirlpool Corporation acquired an additional 38% equity interest in Elica PB India Private Limited (Elica PB India) for $57 million, which resulted in a controlling equity ownership of approximately 87%. The previously held equity interest of 49% in Elica PB India was remeasured at fair value of $74 million on the acquisition date, which resulted in a gain of $42 million. This gain was recorded within Interest & sundry (income) expense during the third quarter.

(c) (Gain) loss on sale and disposal of businesses - On March 31, 2021, Galanz launched its partial tender offer for majority ownership of Whirlpool China. Our subsidiary tendered approximately 31% of Whirlpool China's outstanding shares in the tender offer, with the remainder representing a noncontrolling interest of approximately 20% in Whirlpool China. The transaction closed on May 6, 2021. In connection with the closing of the transaction, we received cash proceeds of $193 million and recognized a gain on sale of $284 million.

On May 17, 2021, our subsidiary entered into a share purchase agreement to sell its Turkish subsidiary to Arçelik. As part of the agreement, Arçelik will assume responsibility for operating the manufacturing site in Manisa, Turkey, following closing. The transaction closed on June 30, 2021. In connection with the closing of the transaction, we received cash proceeds of $93 million and recognized a loss on sale of $164 million. During the third quarter of 2021, amounts for working capital and other customary post-closing adjustments were finalized and an additional $13 million loss related to the sale of business was recorded.

The net impact realized for gain on sale and disposal of businesses included in the income statement for the nine months ended September 30, 2021 is $105 million.

During the third quarter of 2019, the Company reserved approximately $7 million for an expected change in purchase price for the sale of the Embraco compressor business. Adjustments to the final purchase price were finalized as of the third quarter 2020, with no resulting change to the final purchase price, and the reserve was released and recognized as a gain during the quarter.

(d) Corrective action recovery - In Q3 2020, the Company recorded a benefit of $13 million related to a vendor recovery in our ongoing EMEA-produced washer corrective action.

(e) Normalized tax rate adjustment - During the third 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 effective tax rate between 24.0% and 26.0%, which excludes the gain on sale and disposal of businesses. During the third quarter of 2020, the Company calculated ongoing earnings per share using an adjusted tax rate of 25.0%, to reconcile to our anticipated full-year 2020 effective tax between 23.0% and 25.0%.

FORWARD-LOOKING PERSPECTIVE

Earnings per diluted share presented below are net of tax, while each adjustment is presented on a pre-tax basis. The aggregate income tax impact of the taxable components of each adjustment is presented in the income tax impact line item at our anticipated 2021 full-year adjusted tax rate between 24.0% and 26.0%. We currently estimate earnings per diluted share for 2021 to be within the following ranges:


			2021
			Current Outlook
Estimated earnings per diluted share, for the year ending December 31, 2021			~$27.80
Including:
Restructuring expense			$(0.86)
Gain (loss) on previously held equity interest			$0.49
Gain (loss) on sale and disposal of businesses			$1.71
Income tax impact			$(0.34)
Normalized tax rate adjustment			$0.54

Industry Demand
North America			10%+
EMEA			2% - 4%
Latin America			2% - 4%
Asia			6% - 8%

For the full-year 2021, we expect to generate cash from operating activities of approximately $1.95 billion and adjusted free cash flow of approximately $1.70 billion, including restructuring cash outlays of approximately $175 million and capital expenditures of approximately $600 million.

The table below reconciles projected 2021 cash provided by operating activities determined in accordance with GAAP to adjusted free cash flow, a non-GAAP measure. Management believes that 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. There are limitations to using non-GAAP financial measures, including the difficulty associated with comparing companies that use similarly named non-GAAP measures whose calculations may differ from our calculations. We define adjusted free cash flow as cash provided by operating activities less capital expenditures and including proceeds from the sale of assets/businesses, and changes in restricted cash. 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			2021
			Current Outlook
Cash provided by (used in) operating activities (1)			~$1,950
Capital expenditures, proceeds from sale of assets/businesses and changes in restricted cash			(250)
Adjusted free cash flow			~$1,700

(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.

OTHER MATTERS

For additional information regarding certain of our loss contingencies/litigation, see Note ~~6 of the Notes~~7 and Note 13 to the Consolidated Condensed Financial Statements.

~~Grenfell Tower~~

~~On June 23, 2017, London’s Metropolitan Police Service released~~ Unfavorable outcomes in these proceedings could have a statement that it had identified a Hotpoint-branded refrigerator as the initial source of the Grenfell Tower fire in West London, and that U.K. authorities were conducting an investigation to establish the cause of the incident. 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 and are in discussions with the U.K. regulator. As the investigation into the Grenfell Tower incident and discussions with the regulator are ongoing, we cannot speculate on their eventual outcomes or potential impactmaterial adverse effect on our financial ~~statements; accordingly, we have not recorded~~statements in any ~~significant charges in 2017.~~particular reporting period.

Antidumping and Safeguard Petitions

As previously reported, Whirlpool filed petitions in ~~response to our December~~ 2011 ~~petition, the U.S. Department of Commerce (DOC) issued a final determination in 2013~~and 2015 alleging that Samsung, LG and LGElectrolux violated U.S. and international trade laws by dumping large residential washers ~~from South Korea and Mexico~~ into the U.S.~~, and~~ Those petitions resulted in orders imposing antidumping duties ~~are now imposed~~ on certain large residential washers imported from South Korea, Mexico, and ~~Mexico. Rather than comply with the 2013 order, Samsung~~China, and LG moved their washer production to China. Samsung and LG resumed dumping washers into the U.S. and Whirlpool responded in 2015 by filing a new antidumping petition against their imports. The DOC issued a final determination in 2016 that Samsung and LG violated U.S. and international trade laws by dumpingcountervailing duties on certain large residential washers from ~~China into the U.S. As a result of these decisions, certain washers imported from China are now~~South Korea. These orders could be subject to ~~antidumping duties set by the DOC. As in the case of our December 2011 petition, the DOC and International Trade Commission (ITC) decisions could be followed by~~ administrative ~~review procedures~~reviews and possible ~~appeals over~~appeals. In March 2019, the ~~next several years.~~order covering certain large residential washers from Mexico was extended for an additional five years, while the order covering certain large residential washers from South Korea was revoked.

~~In May 2017, we~~Whirlpool also filed a safeguard petition ~~with the ITC~~in May 2017 to address our concerns that Samsung and LG ~~are~~were evading U.S. trade laws by moving production from countries ~~(South Korea, Mexico and China)~~ covered by ~~existing DOC~~ antidumping ~~duties.~~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 ~~contrast~~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 ~~country-specific antidumping remedy that~~order approved in 2020, the ~~U.S. Government applied to~~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 in South Korea, Mexico~~LG's U.S. production capabilities and ~~China, a safeguard remedy can address imports from Samsung~~import plans.

Raw Materials and ~~LG from any country that causes injury~~Global Economy

The current domestic and international political environment have contributed to ~~U.S. washer manufacturers. In October 2017,~~uncertainty surrounding the ITC determined increased washer imports were a substantial cause of serious injury to the U.S. washer industry, and will make a remedy recommendation to the U.S. President to address past harm and prevent future ~~injury. We expect that the ITC will make its recommendation in the fourth quarter, and that the President will announce a remedy by early 2018.~~

~~Post-Retirement Benefit Litigation~~

~~For additional information regarding post-retirement benefit litigation, see Note 11~~state of the ~~Notes~~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 ~~the Consolidated Condensed Financial Statements.~~

~~Customer Contracts~~

~~We regularly negotiate with trade customers, including Sears Holdings Corporation, regarding supply arrangements for future periods. In May 2017, consistent with~~many factors beyond our ~~contractual obligations,~~control, we ~~notified Sears of our intent to no longer supply Whirlpool branded products if an agreement on terms could not be reached within 180 days. We proceeded~~expect to continue ~~negotiations into~~to be impacted by the ~~fourth quarter~~following factors: global shortage of ~~2017~~certain components, other supply chain constraints and cost inflation, all of which could continue in future quarters. This could require us to modify our current business practices, and could have ~~not reached agreement~~a material adverse effect on terms. As a result, the Company currently intends to no longer supply Whirlpool branded products to Sears, effective October 27, 2017. For the nine months ended September 30, 2017, these sales represented approximately 1% of consolidated net sales. In the past, when faced with a potential volume reduction fromour financial statements in any ~~one~~ particular ~~segment of our trade distribution network, we generally have been able to offset such decline through increased sales throughout our broad distribution network.~~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, ~~2016.~~2020.


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 September 30, ~~2017.~~2021. 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 September 30, ~~2017.~~2021.

(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~~"Commitments and ~~Contingencies”~~Contingencies" in Note 67 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, ~~2016, except~~2020, other than as ~~updated~~set forth below.

OPERATIONAL RISKS

The ability of suppliers to deliver parts, components and manufacturing equipment to our manufacturing facilities, and our ability to manufacture without disruption, could affect our global business performance.

We use a wide range of materials and components in the global production of our ~~subsequent quarterly reports~~products, which come from numerous suppliers around the world. Because not all of our business arrangements provide for guaranteed supply and some key parts may be available only from a single supplier or a limited group of suppliers, we are subject to supply and pricing risk. In addition, certain proprietary component parts used in some of our products are provided by single-source unaffiliated third-party suppliers. We would be unable to obtain these proprietary components for an indeterminate period of time if these single-source suppliers were to cease or interrupt production or otherwise fail to supply these components to us, which could adversely affect our product sales and operating results. Our operations and those of our suppliers are subject to disruption for a variety of reasons, including COVID-19-related supplier plant shutdowns or slowdowns, transportation delays, work stoppages, labor relations, governmental regulatory and enforcement actions, intellectual property claims against suppliers, disputes with suppliers, distributors or transportation providers, financial issues such as supplier bankruptcy, information technology failures, and hazards such as fire, earthquakes, flooding, or other natural disasters. For example, we expect to continue to be impacted by the following supply chain issues, due to factors largely beyond our control: a global shortage of certain components, a strain on ~~Form 10-Q.~~raw materials and cost inflation, all of which could escalate in future quarters. Insurance for certain disruptions may not be available, affordable or adequate. The effects of climate change, including extreme weather events, long-term changes in temperature levels and water availability may exacerbate these risks. Such disruption has in the past and could in the future interrupt our ability to manufacture certain products. Any significant disruption could have a material adverse impact on our financial statements.


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 September 30, ~~2017:~~

2021:

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
July 1, 2017 through July 31, 2017 —
$ —
—
$ 2,350
August 1, 2017 through August 31, 2017 937,500
173.14
937,500
2,188
September 1, 2017 through September 30, 2017 220,681
170.70
220,681
2,150
Total 1,158,181
$ 172.68
1,158,181


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








July 1, 2021 through July 31, 2021	191,356	$	219.46	191,356	$	2,289
August 1, 2021 through August 31, 2021	680,567	225.52		680,567	2,136
September 1, 2021 through September 30, 2021	1,115,456	220.30		1,115,456	1,890
Total	1,987,379	$	222.01	1,987,379

Share repurchases are made from time to time on the open market as conditions warrant. ~~These~~The programs do not obligate us to repurchase any of our ~~shares.~~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~~31.1		Consent to Commitment Increase dated September 27, 2017 by and between Whirlpool Corporation and JPMorgan Chase Bank, N.A., as Administrative Agent, and form of consent by certain Financial Institutions

~~Exhibit 10.2~~	Request for Extension dated September 8, 2017 by the Company and form of consent to Extension dated September 27, 2017 by certain Financial Institutions to JPMorgan Chase Bank, N.A., as Administrative Agent

~~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.LAB~~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

~~101.DEF~~Exhibit 104		Cover Page Interactive Data File (formatted as Inline XBRL ~~Taxonomy Extension Definition Linkbase Document~~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
		~~WHIRLPOOL CORPORATION~~(Registrant)
	By:	~~(Registrant)~~
~~By:~~	/s/ JAMES W. PETERS
	Name:	James W. Peters
	Title:	Executive Vice President and Chief Financial Officer
	Date:	October ~~24, 2017~~22, 2021

3552


Delaware				38-1490038
(State of Incorporation)				(I.R.S. Employer Identification No.)

~~Delaware~~		~~38-1490038~~
~~(State of Incorporation)~~			~~(I.R.S. Employer Identification No.)~~

2000 North M-63 ~~Benton Harbor, Michigan~~		~~49022-2692~~
Benton Harbor,	Michigan			49022-2692
(Address of principal executive offices)				(Zip Code)



Large accelerated filerx	☒	Accelerated filero	☐
Non-accelerated filero ~~(Do not check if a smaller reporting company)~~	☐	Smaller reporting companyo	☐
		Emerging growth companyo	☐


Class of common stock						Shares outstanding at October 15, 2021
Common stock, par value $1.00 per share						60,743,084


~~Class of common stock~~		~~Shares outstanding at October 20, 2017~~
~~Common stock, par value $1 per share~~	~~71,862,787~~



			PAGE
PART I				~~Page~~
~~PART I - FINANCIAL INFORMATION~~
Item 1.	Financial Statements
		Consolidated Condensed Statements of Comprehensive Income	35
		Consolidated Condensed Balance Sheets	46
		Consolidated Condensed Statements of Cash ~~Flo~~Flowsws	57
		Notes to the Consolidated Condensed Financial Statements	68
Item 2.		~~Management’s~~Management's Discussion and Analysis of Financial Condition and Results of Operations	2435
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	3249
Item 4.		Controls and Procedures	3249

PART II ~~- OTHER INFORMATION~~
Item 1.		Legal Proceedings	3350
Item 1A.		Risk Factors	3350
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	3350
Item 3.		Defaults Upon Senior Securities	3351
Item 4.		Mine Safety Disclosures	3351
Item 5.		Other Information	3351
Item 6.		~~Exhibits~~Exhibits	3451

SIGNATURES			3552



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



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


			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	12
5.	Property, Plant and Equipment	13
6.	Financing Arrangements	13
7.	Commitments and Contingencies	15
8.	Pension and Other Postretirement Benefit Plans	19
9.	Hedges and Derivative Financial Instruments	20
10.	Fair Value Measurements	24
11.	Stockholders' Equity	25
12.	Restructuring Charges	29
13.	Income Taxes	30
14.	Segment Information	31
15.	Divestitures	34



Note		Page
1.	BASIS OF PRESENTATION	7
2.	FAIR VALUE MEASUREMENTS	9
3.	INVENTORIES	10
4.	PROPERTY, PLANT & EQUIPMENT	10
5.	FINANCING ARRANGEMENTS	10
6.	COMMITMENTS AND CONTINGENCIES	11
7.	HEDGES AND DERIVATIVE FINANCIAL INSTRUMENTS	14
8.	STOCKHOLDERS’ EQUITY	18
9.	RESTRUCTURING CHARGES	19
10.	INCOME TAXES	21
11.	PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS	21
12.	OPERATING SEGMENT INFORMATION	22



Millions of dollars	September 30, 2017		December 31, 2016
Commercial paper	$	1,138	$	—
Short-term borrowings to banks	304		34
Total notes payable	$	1,442	$	34



	Product Warranty						Legacy Product Warranty						Total
Millions of dollars	2017			2016			2017			2016			2017			2016
Balance at January 1	$	251		$	239		$	69		$	254		$	320		$	493
Issuances/accruals during the period	251			228			1			—			252			228
Settlements made during the period/other	(226		)	(218		)	(70		)	(145		)	(296		)	(363		)
Balance at September 30	$	276		$	249		$	—		$	109		$	276		$	358

Current portion	$	203		$	188		$	—		$	109		$	203		$	297
Non-current portion	73			61			—			—			73			61
Total	$	276		$	249		$	—		$	109		$	276		$	358



	Notional (Local)				Notional (USD)				Maturity
	2017		2016		2017		2016
Instrument
Senior note - 0.625%	€	500	€	500	$	591	$	527	March 2020
Commercial Paper	€	300	€	—	$	354	$	—	October 2017
Foreign exchange forwards/options	MXN 7,200		MXN 0		$	396	$	—	August 2022



					Fair Value of								Type of Hedge⁽¹⁾
	Notional Amount				Hedge Assets				Hedge Liabilities				Type of Hedge⁽¹⁾	Maximum Term (Months)
Millions of dollars	2017		2016		2017		2016		2017		2016			2017	2016
Derivatives accounted for as hedges
Foreign exchange forwards/options	$	3,257	$	1,813	$	9	$	32	$	108	$	10	(CF/NI)	59	58
Commodity swaps/options	280		299		28		7		1		11		(CF)	39	36
Total derivatives accounted for as hedges					$	37	$	39	$	109	$	21
Derivatives not accounted for as hedges
Foreign exchange forwards/options	$	3,190	$	3,262	$	24	$	39	$	36	$	16	N/A	36	35
Commodity swaps/options	1		2		—		—		—		—		N/A	8	2
Total derivatives not accounted for as hedges					24		39		36		16
Total derivatives					$	61	$	78	$	145	$	37

Current					$	52	$	54	$	82	$	35
Noncurrent					9		24		63		2
Total derivatives					$	61	$	78	$	145	$	37



Millions of dollars	Total			Whirlpool Common Stockholders			Noncontrolling Interests
Stockholders' equity, December 31, 2016	$	5,728		$	4,773		$	955
Net earnings (loss)	609			618			(9		)
Other comprehensive income	85			84			1
Comprehensive income (loss)	694			702			(8		)
Common stock	1			1			—
Treasury stock	(550		)	(550		)	—
Additional paid-in capital	61			61			—
Dividends declared on common stock	(247		)	(235		)	(12		)
Stockholders' equity, September 30, 2017	$	5,687		$	4,752		$	935