United States securities and exchange commission logo
September 1, 2022
James W. Peters
Chief Financial Officer
Whirlpool Corporation
2000 North M-63
Benton Harbor, MI 49022-2692
Re: Whirlpool
Corporation
Form 10-K for
Fiscal Year Ended December 31, 2021
Filed February 10,
2022
File No. 001-03932
Dear Mr. Peters:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2021
General
1. We note that you
provided more expansive disclosure in your 2021 Sustainability Report
and on your website
than you provided in your SEC filings. Please advise us what
consideration you gave
to providing the same type of climate-related disclosure in your
SEC filings as you
provided in you 2021 Sustainability Report and on your website.
Risk Factors, page 13
2. Please disclose the
material effects of transition risks related to climate change that may
affect your business,
financial condition, and results of operations, such as market trends
that may alter business
opportunities, credit risks, or technological changes.
James W. Peters
FirstName LastNameJames W. Peters
Whirlpool Corporation
Comapany 1,
September NameWhirlpool
2022 Corporation
September
Page 2 1, 2022 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
28
3. It appears you have identified climate-related projects in your 2021
Sustainability Report.
Tell us how you considered providing disclosure regarding past and
future capital
expenditures for climate-related projects. Include quantitative
information for the periods
covered by your Form 10-K and for future periods as part of your
response.
4. To the extent material, discuss the indirect consequences of
climate-related regulation or
business trends, such as the following:
decreased demand for goods or services that produce significant
greenhouse gas
emissions or are related to carbon-based energy sources;
increased demand for goods that result in lower emissions than
competing products;
increased competition to develop innovative new products that
result in lower
emissions;
increased demand for generation and transmission of energy from
alternative energy
sources; and
any anticipated reputational risks resulting from operations or
products that produce
material greenhouse gas emissions.
5. We note your disclosure that your operations and those of your
suppliers are subject to
disruption for a variety of reasons, including due to climate change.
Please further discuss
the physical effects of climate change on your operations and results,
such as weather-
related damages to your property or operations, and weather-related
impacts on the cost or
availability of insurance. Include quantitative information for the
periods covered by your
Form 10-K and explain whether increased amounts are expected in future
periods. In
addition, please tell us how you considered disclosing the potential
for indirect weather-
related impacts that have affected or may affect your major customers.
6. We note your disclosure on page 10 of your Form 10-K that compliance
with
environmental laws and regulations did not have a material effect in
2021 and is not
expected to be material in 2022. Tell us about and quantify any
compliance costs related
to climate change for the last three fiscal years and explain whether
increased amounts are
expected to be incurred in future periods.
7. We note disclosure in your Form 10-K that you enter into virtual power
purchase
agreements (VPPAs), and in your 2021 Sustainability Report that you
operate in the
voluntary carbon credits market. Please provide us with quantitative
information
regarding your purchase or sale of carbon credits, carbon offsets, or
VPPAs during the last
three fiscal years and amounts budgeted for future periods.
James W. Peters
FirstName LastNameJames W. Peters
Whirlpool Corporation
Comapany 1,
September NameWhirlpool
2022 Corporation
September
Page 3 1, 2022 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Patrick Fullem at (202) 551-8337 or Jennifer Angelini at
(202) 551-3047
with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing