MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
−Removed: This Management Discussion and Analysis should be read in connection with the Consolidated Financial Statements, Notes to the Consolidated Financial Statements and Selected Financial Data included in this Form 10-K.
+Added: The following Management Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to promote understanding of the results of operations and financial condition of the Company and generally discusses the results of operations for the current year compared to prior two years.
+Added: MD&A is provided as a supplement to, and should be read in connection with, the Consolidated Financial Statements and Notes to the Consolidated Financial Statements included in this Form 10-K.
Certain references to particular information in the Notes to the Consolidated Financial Statements are made to assist readers.
−Removed: Whirlpool delivered full-year GAAP net earnings available to Whirlpool of $1.1 billion (net earnings margin of 5.6%), or $17.07 per share, compared to GAAP net earnings available to Whirlpool of $1.2 billion (net earnings margin of 5.8%), or $18.45 per share in the same prior-year period.
−Removed: On a GAAP basis, net earnings margins were impacted by increased restructuring costs.
−Removed: In the same prior-year period, the approximately $511 million gain on the sale of our Embraco compressor business favorably impacted net earnings available to Whirlpool.
−Removed: Solid cash provided by operating activities of $1.5 billion, compared to $1.2 billion in 2019, was driven by higher earnings and working capital improvement.
−Removed: Despite ongoing disruptions from COVID-19, Whirlpool delivered ongoing (non-GAAP) earnings per share of $18.55 and full-year ongoing EBIT margin of 9.1%, compared to $16.00 and 6.9% in the same prior-year period.
−Removed: These results were driven by positive price/mix, strong cost takeout, and raw material deflation, partially offset by increased brand investments and currency.
−Removed: In addition, we delivered record free cash flow (non-GAAP) of $1.2 billion in 2020, compared to $912 million in 2019, primarily driven by strong earnings and lower capital expenditures.
−Removed: Lastly, we strengthened our balance sheet and made strong progress toward our long-term gross debt leverage target.
+Added: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
+Added: RESULTS OF OPERATIONS - (CONTINUED)
+Added: Whirlpool delivered record results through strong execution despite the impacts of global supply chain disruptions and inflation, alongside ongoing disruptions from COVID-19.
+Added: Whirlpool delivered full-year net sales growth of 13% and GAAP net earnings available to Whirlpool of $1.8 billion (net earnings margin of 8.1%), or $28.36 per share, compared to GAAP net earnings available to Whirlpool of $1.1 billion (net earnings margin of 5.6%), or $16.98 per share in the same prior-year period.
+Added: On a GAAP basis, net earnings margins were driven by price/mix and strong cost takeout actions more than offsetting $1 billion in raw material inflation costs in the period.
+Added: Cash provided by operating activities of $2.2 billion, compared to $1.5 billion in 2020, was driven by higher earnings.
+Added: Whirlpool delivered ongoing (non-GAAP) earnings per share of $26.59 and full-year ongoing EBIT margin of 10.8%, compared to $18.46 and 9.0% in the same prior-year period.
+Added: These results were driven by positive price/mix and cost takeout actions more than offsetting inflation, in particular in raw materials and logistics.
+Added: In addition, we delivered record adjusted free cash flow (1) (non-GAAP) of $2.0 billion in 2021, compared to $1.2 billion in 2020, primarily driven by strong earnings and disciplined working capital management.
+Added: Additionally, we strengthened our balance sheet and delivered on our long-term gross debt leverage target 2x, with a 2021 result of 1.8x.
+Added: Lastly, we returned $1.4 billion in cash to shareholders, including an increase in our dividend and $1 billion of share repurchases.
Please see "Non-GAAP Financial Measures" elsewhere in this Management's Discussion and Analysis for a reconciliation of these non-GAAP financial measures.
−Removed: We are very pleased with the successful execution of our go-to-market initiatives, new product introductions and the successful execution of our cost-takeout program.
−Removed: Lastly, the strong actions
+Added: We are very pleased with the agility our organization has demonstrated to deliver record results in any operating environment.
+Added: This includes the successful execution of our go-to-market initiatives, furthering our digital transformation strategy and dedicated cost management.
+Added: The strong actions we have taken in our international regions have led to EMEA increasing margins by 200 basis points and returning the Asia region to profitability, in line with our expectations, demonstrating the effectiveness of our strategic actions to date.
+Added: Lastly, after consistently delivering at or above our Long-term value creations goals we set in 2017, this year we introduced new, increased, long-term value creation goals.
+Added: Our continued performance and strong consumer demand trends provides us confidence that we will continue to deliver strong shareholder returns in 2022.
+Added: Long-Term Value Creation Goals
+Added: Reconciliations to the equivalent GAAP measures -- net sales, net earnings, cash provided by (used in) operating activities, and return on assets -- for the metrics below are not provided as they rely on market factors and other assumptions outside of our control.
+Added: Long-Term Value Creation Goals
+Added: (Annual Expectation)
+Added: Sales (Annual Organic Net Sales Growth Excluding Currency)
+Added: Ongoing EBIT (Ongoing Earnings Before Interest and Tax, % of Net Sales)
+Added: FCF (1) (Free Cash Flow as % of Net Sales)
+Added: ROIC (Return of Invested Capital)
+Added: Updated 5-6% 11-12% 7-8% 15-16%
+Added: Previous ~3% ~10% 6%+ 12-14%
+Added: (1) Throughout 2021 and comparable periods, the Company defines adjusted free cash flow as cash provided by (used in) operating activities less capital expenditures and including proceeds from the sale of assets/businesses, and changes in restricted cash.
+Added: Going forward, the Company presents free cash flow which is cash provided by (used in) operating activities less capital expenditures.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (CONTINUED)
−Removed: taken in EMEA have returned the region to profitability, in line with our expectations, demonstrating the effectiveness of our strategic actions to date.
−Removed: Our strong 2020 results demonstrate the agility and resiliency of our business model and the effectiveness of our COVID-19 response plan.
−Removed: This momentum provides us confidence that we will continue to deliver on our long-term financial goals in 2021.
RESULTS OF OPERATIONS
9 unchanged sentences
Interest expense 175 7.4 189 (1.1) 187
−Removed: Income tax expense 384 (8.7) 354 nm 138
−Removed: Net earnings (loss) available to Whirlpool 1,081 (8.8) 1,184 nm (183)
−Removed: Diluted net earnings (loss) available to Whirlpool per share $ 17.07 (7.5)% $ 18.45 nm $ (2.72)
+Added: Income tax expense 518 (35.6) 382 (9.8) 348
+Added: Net earnings available to Whirlpool 1,783 65.9 1,075 (8.0) 1,168
+Added: Diluted net earnings available to Whirlpool per share $ 28.36 67.0% $ 16.98 (6.7)% $ 18.19
not meaningful
+Added: Consolidated net sales for 2021 increased 13.0% compared to 2020, primarily driven by the favorable impact of product price/mix.
+Added: Excluding the impact of foreign currency, net sales for 2021 increased 12.3% compared to 2020.
Consolidated net sales for 2020 decreased 4.7% compared to 2019, primarily driven by the divestiture of the Embraco compressor business, lower volumes and unfavorable foreign currency, partially offset by the favorable impact of product price/mix.
−Removed: Organic net sales (non-GAAP) for 2020 increased 1.1% compared to 2019.
−Removed: Consolidated net sales for 2019 decreased 2.9% compared to 2018, primarily driven by the divestiture of the Embraco compressor business, unfavorable foreign currency and unit volume declines, partially offset by the favorable impact of product price/mix.
−Removed: Organic net sales for 2019 increased 1.6% compared to 2018.
+Added: Organic net sales (net sales excluding foreign currency and Embraco) for 2020 increased 1.1% compared to 2019.
For additional information regarding non-GAAP financial measures including organic net sales and net sales excluding the impact of foreign currency, see the Non-GAAP Financial Measures section of this Management's Discussion and Analysis.
+Added: The chart below summarizes the balance of net sales by operating segment for 2021, 2020 and 2019, respectively.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (CONTINUED)
−Removed: The chart below summarizes the balance of net sales by operating segment for 2020, 2019 and 2018, respectively.
+Added: The consolidated gross margin percentage for 2021 increased to 20.1% compared to 19.7% in 2020, primarily driven by the favorable impact of product price/mix, partially offset by raw material inflation and increased marketing and technology investments.
The consolidated gross margin percentage for 2020 increased to 19.7% compared to 17.2% in 2019, primarily driven by the favorable impact of product price/mix, cost reduction initiatives, raw material deflation, and a gain on sale-leaseback, partially offset by unfavorable foreign currency and lower unit volumes.
−Removed: The consolidated gross margin percentage for 2019 increased to 17.3% compared to 16.8% in 2018, primarily driven by the favorable impact of product price/mix, cost reduction initiatives in the EMEA region and a gain on sale-leaseback, partially offset by lower unit volumes, cost inflation (raw material, tariff and freight costs) in the North America region, unfavorable foreign currency and product warranty expense related to certain EMEA-produced washers.
+Added: Results of Operating Segments
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.
−Removed: 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.
+Added: The chief operating decision maker, who is the Company's Chairman and Chief Executive Officer, evaluates performance based on each segment's earnings (loss) before interest and taxes (EBIT), which we define as operating profit less interest and sundry (income) expense and excluding restructuring costs, asset impairment charges and certain other items that management believes are not indicative of the region's ongoing performance, if any.
See Note 16 to the Consolidated Financial Statements for additional information.
1 unchanged sentence
Each of our operating segments has been impacted by COVID-19 in the areas of manufacturing operations such as a decrease in production levels resulting in production level below normal capacity.
−Removed: Excess capacity costs were not material in 2020.
−Removed: Additionally, operating segments have been impacted by disruptions in supply chains, distribution channels, and demand, among other COVID-19 related impacts.
+Added: Excess capacity costs were not material for the twelve months ended December 31, 2021 or 2020.
+Added: Additionally, operating segments have been impacted by disruptions in supply chains and distribution channels, among other macroeconomic impacts.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
2 unchanged sentences
Net Sales Summary
+Added: Net sales for 2021 increased 11.4% compared to 2020 primarily driven by the favorable impact of product price/mix.
+Added: Excluding the impact of foreign currency, net sales increased 10.9% in 2021.
Net sales for 2020 decreased 2.3% compared to 2019 primarily due to lower volumes.
Excluding the impact of foreign currency, net sales decreased 2.3% in 2020.
−Removed: Net sales for 2019 increased 0.9% compared to 2018 primarily due to the favorable impact of product price/mix, partially offset by lower volumes.
−Removed: Excluding the impact of foreign currency, net sales increased 1.1% in 2019.
EBIT margin for 2021 was 17.8% compared to 15.7% for 2020.
−Removed: EBIT increased primarily due to the favorable impact of product price/mix, raw material deflation and cost reduction actions, partially offset by the impact of lower volumes.
+Added: EBIT increased primarily due to the favorable impact of product price/mix, partially offset by the unfavorable impacts of inflation and increased marketing and technology investments.
EBIT margin for 2020 was 15.7% compared to 12.5% for 2019.
−Removed: EBIT increased primarily due to the favorable impact of product price/mix, partially offset by cost inflation (raw material, tariffs and freight costs).
+Added: EBIT increased primarily due to the favorable impact of product price/mix, raw material deflation and cost reduction actions, partially offset by the impact of lower volumes.
Net Sales Summary
+Added: Net sales for 2021 increased 15.9% compared to 2020 primarily due to higher volumes, the favorable impact of product price/mix, and foreign currency.
+Added: Excluding the impact of foreign currency, net sales increased 12.5% in 2021.
Net sales for 2020 increased 2.1% compared to 2019, primarily due to the favorable impact of product price/mix, partially offset by the unfavorable impact of lower volumes.
Excluding the impact of foreign currency, net sales increased 1.8% in 2020.
−Removed: Net sales for 2019 decreased 5.3% compared to 2018, primarily due to unfavorable impacts of foreign currency and product price/mix.
−Removed: Excluding the impact of foreign currency, net sales decreased 1.1% in 2019.
EBIT margin for 2021 was 2.0% compared to 0.0% for 2020.
−Removed: EBIT increased primarily due to the cost reductions driven by fixed cost actions and favorable impact of raw material deflation, partially offset by foreign currency and increased marketing and technology investments.
+Added: EBIT increased primarily due to cost productivity, the favorable impacts of product price/mix and higher volumes, partially offset by the unfavorable impacts of raw material inflation.
EBIT margin for 2020 was 0.0% compared to (0.7%) for 2019.
−Removed: In 2019, EBIT increased primarily due to the favorable impact of cost reduction initiatives.
+Added: In 2020, EBIT increased primarily due to the cost reductions driven by fixed cost actions and favorable impact of raw material deflation, partially offset by foreign currency and increased marketing and technology investments.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
2 unchanged sentences
Net Sales Summary
−Removed: Net sales for 2020 decreased 18.4% compared to 2019 primarily driven by the divestiture of the Embraco compressor business (completed in July 2019) and the unfavorable impact of foreign currency, partially offset by volume growth.
−Removed: Organic net sales increased 22.8% in 2020.
−Removed: Net sales for 2019 decreased 12.2% compared to 2018 primarily due to the divestiture of the Embraco compressor business and the unfavorable impact of foreign currency, partially offset by volume growth.
+Added: Net sales for 2021 increased 22.2% compared to 2020 primarily driven by the favorable impact of product price/mix and higher volumes, partially offset by the unfavorable impact of foreign currency.
+Added: Excluding the impact of foreign currency, net sales increased 25.6% in 2021.
+Added: Net sales for 2020 decreased 18.4% compared to 2019 primarily due to the divestiture of the Embraco compressor business (completed in July 2019) and the unfavorable impact of foreign currency, partially offset by volume growth.
Organic net sales increased 22.8% in 2020.
+Added: EBIT margin for 2021 and 2020 was 8.4%.
+Added: EBIT margin was unchanged primarily due to the favorable impact of product price/mix offset by raw material inflation, the unfavorable impact of foreign currency and unfavorable cost productivity.
EBIT margin for 2020 was 8.4% compared to 5.4% for 2019.
EBIT increased primarily due to the favorable impact of product price/mix, raw material deflation and increased volumes, partially offset by the divestiture of the Embraco compressor business and the unfavorable impact of foreign currency.
−Removed: EBIT margin for 2019 was 5.4% compared to 5.8% for 2018.
−Removed: EBIT decreased primarily due to the divestiture of the Embraco compressor business and the unfavorable impact of foreign currency, partially offset by favorable product price/mix.
Net Sales Summary
−Removed: Net sales for 2020 decreased 16.5% compared to 2019 primarily due to lower volumes and the unfavorable impacts of foreign currency, partially offset by the favorable impact of product price/mix.
+Added: Net sales for 2021 decreased 2.1% compared to 2020 primarily due to the divestiture of Whirlpool China, partially offset by favorable product price/mix.
Excluding the impact of foreign currency, net sales decreased 3.4% in 2021.
−Removed: Net sales for 2019 decreased 4.5% compared to 2018 primarily due to the unfavorable impacts of foreign currency and product price/mix, partially offset by volume growth.
+Added: Net sales for 2020 decreased 16.5% compared to 2019 primarily due to lower volumes and the unfavorable impacts of foreign currency, partially offset by the favorable impact of product price/mix.
Excluding the impact of foreign currency, net sales decreased 14.6% in 2020.
EBIT margin for 2021 was 5.4% compared to (0.5)% for 2020.
−Removed: EBIT decreased primarily due to lower volumes and the unfavorable impacts of product price/mix, partially offset by cost takeout actions and raw material deflation.
+Added: EBIT increased primarily due to the favorable product price/mix and the divestiture of Whirlpool China, partially offset by the unfavorable impact of raw material inflation.
EBIT margin for 2020 was (0.5)% compared to 2.2% for 2019.
−Removed: EBIT decreased primarily due to the unfavorable impacts of product price/mix and brand investments in China, partially offset by the favorable impacts of volume growth and cost productivity in India.
+Added: EBIT decreased primarily due to lower volumes and the unfavorable impacts of product price/mix, partially offset by cost takeout actions and raw material deflation.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
11 unchanged sentences
Consolidated $ 2,081 9.5 % $ 1,877 9.6 % $ 2,142 10.5 %
−Removed: Consolidated selling, general and administrative expenses as a percent of consolidated net sales in 2020 decreased compared to 2019 due to fixed cost actions and reduced investments in marketing.
Consolidated selling, general and administrative expenses as a percent of consolidated net sales in 2021 is comparable to 2020.
+Added: Consolidated selling, general and administrative expenses as a percent of consolidated net sales in 2020 decreased compared to 2019 due to fixed cost actions and reduced marketing investments.
Restructuring
We incurred restructuring charges of $38 million, $288 million and $188 million for the years ended December 31, 2021, 2020 and 2019, respectively.
−Removed: For the full year 2021, we expect to incur approximately $100 million of restructuring charges, driven by our previously announced global cost reduction efforts.
+Added: For the full year 2022, we expect to incur less than $50 million of restructuring charges, driven by our previously announced global cost reduction efforts.
See Note 14 to the Consolidated Financial Statements for additional information.
Impairment of Goodwill and Other Intangibles
+Added: No impairment charges were recorded for the year ended December 31, 2021.
We recorded an immaterial impairment charge related to other intangibles for the year ended December 31, 2020 related to a brand in the EMEA reporting unit.
−Removed: We recorded an impairment charge of $747 million related to goodwill ($579 million) and other intangibles ($168 million) for the year ended December 31, 2018 related to the EMEA reporting unit.
See Note 6 and Note 11 to the Consolidated Financial Statements and the Critical Accounting Policies and Estimates section of this Management's Discussion and Analysis for additional information.
(Gain) Loss on Sale and Disposal of Businesses
+Added: On May 6, 2021, the partial tender offer for Whirlpool China was completed and, subsequent to the deconsolidation of the entity, we recorded a gain of $284 million in the third quarter of 2021.
+Added: On June 30 2021, we completed the sale of our Turkish subsidiary and incurred a loss of $164 million in the second quarter of 2021.
+Added: 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.
We recorded a pre-tax gain of $511 million on the sale of the Embraco compressor business for the year ended December 31, 2019.
−Removed: The gain calculation is no longer subject to change, as amounts for working capital and other customary post-closing adjustments have been finalized.
−Removed: A $7 million gain related to final purchase price adjustments was recorded in the third quarter of 2020.
+Added: A $7 million gain related to final purchase price adjustments relating to the sale of the Embraco compressor business was recorded in the third quarter of 2020.
We recorded a loss of $74 million for the year ended December 31, 2019 related to charges on the sale of the South Africa business ($63 million) and costs associated with the exit of the Turkey domestic sales operations ($11 million).
4 unchanged sentences
Interest and sundry (income) expenses were $(159) million, $(21) million and $(168) million for the years ended December 31, 2021, 2020 and 2019, respectively.
−Removed: Interest and sundry (income) expense decreased $147 million in 2020 compared to 2019, primarily due to the prior year effect of Brazil indirect tax credits and trade customer insolvency claim settlement, partially offset by the favorable impact of foreign currency.
−Removed: Interest and sundry income decreased $276 million in 2019 compared to 2018, primarily due to the effect of Brazil indirect tax credits recorded of $180 million, which reflects $196 million of indirect tax credits, net of related fees, partially offset by a trade customer insolvency claim settlement of €52.75 million (approximately $59 million as of December 31, 2019) and foreign currency.
+Added: Net interest and sundry income increased $138 million in 2021 compared to 2020, primarily due to a gain of $42 million on previously held equity interest of 49% in Elica PB India and the higher expense of pension settlements and other postretirement benefit plans in the prior year.
+Added: Net interest and sundry income decreased $147 million in 2020 compared to 2019, primarily due to the effect of Brazil indirect tax credits and trade customer insolvency claim settlement in 2019, partially offset by the favorable impact of foreign currency in 2020.
See Note 8 to the Consolidated Financial Statements for additional information.
1 unchanged sentence
Interest expense was $175 million, $189 million and $187 million for the years ended December 31, 2021, 2020 and 2019, respectively.
−Removed: Interest expense in 2020 was comparable to 2019 and 2018.
+Added: Interest expense decreased in 2021 compared to 2020 primarily due to short-term debt reduction.
+Added: Interest expense was comparable in 2020 to 2019.
Income tax expense was $518 million, $382 million and $348 million for the years ended December 31, 2021, 2020 and 2019, respectively.
+Added: The increase in tax expense in 2021 compared to 2020 is primarily due to higher earnings and related tax expense, audits and settlements, partially offset by legal entity restructuring tax benefits.
+Added: In the fourth quarter of 2021, we recorded a $98 million reserve related to an unfavorable ruling in our ongoing tax litigation described in Note 15.
The increase in tax expense in 2020 compared to 2019 is primarily due to changes in valuation allowance, legal entity restructuring tax benefits, and earnings dispersion related to the sale of Embraco.
−Removed: The increase in tax expense in 2019 compared to 2018 is primarily due to higher earnings before tax, reduced foreign tax credits and the sale of Embraco, partially offset by net reductions in valuation allowances, and impacts from a statutory legal entity restructuring.
−Removed: As part of ongoing efforts to reduce costs and simplify the Company's legal entity structure, the Company completed in 2019 a statutory legal entity restructuring within our EMEA business.
−Removed: The completion of the restructuring created a tax-deductible loss which was recognized in the fourth quarter of 2019, and resulted in a $147 million tax benefit.
See Note 15 to the Consolidated Financial Statements for additional information.
2 unchanged sentences
FORWARD-LOOKING PERSPECTIVE
−Removed: Earnings per diluted share presented below are net of tax, while each adjustment is presented on a pre-tax basis.
−Removed: 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 tax rate between 24.0% and 26.0%.
Based on internal projections for the industry and broader economy, we currently estimate earnings per diluted share and industry demand for 2022 to be within the following ranges:
1 unchanged sentence
Estimated earnings per diluted share, for the year ending December 31, 2022 $27.00 — $29.00
−Removed: Restructuring Expense $(1.59)
−Removed: Income Tax Impact $0.39
Industry demand
3 unchanged sentences
Asia 5% —% 6%
−Removed: For the full-year 2021, we expect to generate cash from operating activities of $1.6 billion and free cash flow of $1 billion or more, including restructuring cash outlays of approximately $225 million and, with respect to free cash flow, capital expenditures of approximately $600 million.
+Added: For the full-year 2022, we expect the following key trends to continue and have incorporated our latest expectations of these in our guidance:
+Added: continued supply constraints and elevated inflationary costs, as well as positive price/mix led by previously announced cost-based price increases.
+Added: Our anticipated tax rate is between 24.0% and 26.0%.
+Added: Additionally, we expect to generate cash from operating activities of $2.2 billion and free cash flow of $1.5 billion, including restructuring cash outlays of approximately $50 million and, with respect to free cash flow, capital expenditures of approximately $700 million.
The table below reconciles projected 2022 cash provided by operating activities determined in accordance with GAAP to free cash flow, a non-GAAP measure.
1 unchanged sentence
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.
−Removed: For 2021 we define free cash flow as cash provided by operating activities less capital expenditures and including proceeds from the sale of assets/businesses.
+Added: For 2022 we define free cash flow as cash provided by operating activities less capital expenditures.
For additional information regarding non-GAAP financial measures, see the Non-GAAP Financial Measures section of Management's Discussion and Analysis.
Millions of dollars Current Outlook
−Removed: Cash provided by operating activities (1)
−Removed: Capital expenditures and proceeds from sale of assets/businesses (550)
+Added: Cash provided by (used in) operating activities (1)
+Added: Capital expenditures (700)
Free cash flow $1,500
6 unchanged sentences
• EBIT margin
−Removed: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
−Removed: RESULTS OF OPERATIONS - (CONTINUED)
• Ongoing EBIT
• Ongoing earnings per diluted share
+Added: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
+Added: RESULTS OF OPERATIONS - (CONTINUED)
• Ongoing EBIT margin
1 unchanged sentence
• Organic net sales (net sales excluding foreign currency and Embraco)
−Removed: • Free cash flow
+Added: • Free cash flow and adjusted free cash flow
+Added: • Gross debt leverage
Ongoing measures, including ongoing earnings per diluted share and ongoing EBIT, exclude items that may not be indicative of, or are unrelated to, results from our ongoing operations and provide a better baseline for analyzing trends in our underlying businesses.
EBIT margin is calculated by dividing EBIT by net sales.
−Removed: Ongoing EBIT margin is calculated by dividing ongoing EBIT by net sales for 2020, 2019 and 2018.
Sales excluding foreign currency is calculated by translating the current period net sales, in functional currency, to U.S.
2 unchanged sentences
Management believes that organic net sales and sales excluding foreign currency provides stockholders with a clearer basis to assess our results over time, excluding the impact of exchange rate fluctuations, and in the case of organic net sales, excluding the impact of our Embraco compressor business divested in July 2019.
+Added: Management believes that Gross Debt Leverage (Gross Debt/Ongoing EBITDA) provides stockholders with a clearer basis to assess the Company's ability to pay off its incurred debt.
We also disclose segment EBIT, which we define as operating profit less interest and sundry (income) expense and excluding restructuring costs, asset impairment charges and certain other items, if any, that management believes are not indicative of the region's ongoing performance, as the financial metric used by the Company's Chief Operating Decision Maker to evaluate performance and allocate resources in accordance with ASC 280, Segment Reporting.
−Removed: Management believes that free cash flow provides stockholders with a relevant measure of liquidity and a useful basis for assessing Whirlpool's ability to fund its activities and obligations.
−Removed: The Company provides free cash flow related metrics, such as free cash flow as a percentage of net sales, as long-term management goals, not an element of its annual financial guidance, and as such does not provide a reconciliation of free cash flow to cash provided by (used in) operating activities, the most directly comparable GAAP measure, for these long-term goal metrics.
+Added: Management believes that free cash flow and adjusted free cash flow provides stockholders with a relevant measure of liquidity and a useful basis for assessing Whirlpool's ability to fund its activities and obligations.
+Added: The Company provides free cash flow and adjusted free cash flow related metrics, such as free cash flow and adjusted free cash flow as a percentage of net sales, as long-term management goals, not an element of its annual financial guidance, and as such does not provide a reconciliation of free cash flow and adjusted free cash flow to cash provided by (used in) operating activities, the most directly comparable GAAP measure, for these long-term goal metrics.
Any such reconciliation would rely on market factors and certain other conditions and assumptions that are outside of the Company's control.
−Removed: Whirlpool does not provide a non-GAAP reconciliation for its other forward-looking long-term value creation and other goals, such as organic net sales, EBIT, and gross debt/EBITDA, as such reconciliation would rely on market factors and certain other conditions and assumptions that are outside of the company’s control.
+Added: Whirlpool does not provide a non-GAAP reconciliation for its other forward-looking long-term value creation and other goals, such as organic net sales, EBIT, and gross debt/Ongoing EBITDA, as such reconciliation would rely on market factors and certain other conditions and assumptions that are outside of the company’s control.
We believe that these non-GAAP measures provide meaningful information to assist investors and stockholders in understanding our financial results and assessing our prospects for future performance, and reflect an additional way of viewing aspects of our operations that, when viewed with our GAAP financial measures, provide a more complete understanding of our business.
5 unchanged sentences
Please refer to a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures below.
−Removed: Total Whirlpool Organic Net Sales Reconciliation:
−Removed: Twelve Months Ended December 31,
−Removed: 2020 2019 Change
−Removed: Net sales $ 19,456 $ 20,419 (4.7) %
−Removed: Embraco net sales — (635)
−Removed: currency 551 —
−Removed: Organic net sales $ 20,007 $ 19,784 1.1 %
−Removed: Total Whirlpool Organic Net Sales Reconciliation:
−Removed: Twelve Months Ended December 31,
−Removed: 2019 2018 Change
−Removed: Net sales $ 20,419 $ 21,037 (2.9) %
−Removed: Embraco net sales (635) (1,135)
−Removed: currency 430 —
−Removed: Organic net sales $ 20,214 $ 19,902 1.6 %
−Removed: Latin America Organic Net Sales Reconciliation:
−Removed: Twelve Months Ended December 31,
−Removed: 2020 2019 Change
−Removed: Net sales $ 2,592 $ 3,177 (18.4) %
−Removed: Embraco net sales — (635)
−Removed: currency 530 —
−Removed: Organic net sales $ 3,122 $ 2,542 22.8 %
−Removed: Latin America Organic Net Sales Reconciliation:
−Removed: Twelve Months Ended December 31,
−Removed: 2019 2018 Change
−Removed: Net sales $ 3,177 $ 3,618 (12.2) %
−Removed: Embraco net sales (635) (1,135)
−Removed: currency 171 —
−Removed: Organic net sales $ 2,713 $ 2,483 9.3 %
−Removed: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
−Removed: RESULTS OF OPERATIONS - (CONTINUED)
Ongoing Earnings Before Interest & Taxes (EBIT) Reconciliation:
7 unchanged sentences
Earnings before interest & taxes $ 2,499 $ 1,636 $ 1,717
−Removed: Restructuring expense 288 188 247
−Removed: Corrective action recovery (14) — —
−Removed: Product warranty and liability (income) expense (30) 131 —
−Removed: (Gain) loss on sale and disposal of businesses (7) (437) —
−Removed: Sale-leaseback, real estate and receivable adjustments (113) (86) —
−Removed: Trade customer insolvency claim settlement — 59 —
−Removed: Brazil indirect tax credit — (180) —
−Removed: Impairment of goodwill and intangibles — — 747
−Removed: France antitrust settlement — — 103
−Removed: Trade customer insolvency — — 30
−Removed: Divestiture related transition costs — — 21
+Added: Restructuring expense (a)
+Added: (Gain) loss on previously held equity interest (b)
+Added: (Gain) loss on sale and disposal of businesses (c)
+Added: (107) (7) (437)
+Added: Product warranty and liability (income) expense (d)
+Added: Corrective action recovery (e)
+Added: Sale-leaseback, real estate and receivable adjustments (f)
+Added: Trade customer insolvency claim settlement (g)
+Added: Brazil indirect tax credit (h)
Ongoing EBIT (2)
3 unchanged sentences
Ongoing EBIT margin is calculated by dividing Ongoing EBIT by consolidated net sales for the twelve months ended December 31, 2021, 2020 and 2019, respectively.
−Removed: (3) Additional information about each of our adjustments for ongoing EBIT is available under Supplemental Information on our Investor Relations website at investors.whirlpoolcorp.com.
−Removed: The contents of this website are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC.
Ongoing Earnings Per Diluted Share Reconciliation:
1 unchanged sentence
Earnings per diluted share $ 28.36 $ 16.98
−Removed: Restructuring expense 4.54 2.93
−Removed: Corrective action recovery (0.22) —
−Removed: Sale-leaseback, real estate and receivable adjustments (1.77) (1.34)
−Removed: (Gain) loss on sale and disposal of businesses (0.10) (6.79)
−Removed: Product warranty and liability expense (0.47) 2.04
−Removed: Brazil indirect tax credit — (2.80)
−Removed: Trade customer insolvency claim settlement — 0.92
+Added: Restructuring expense (a)
+Added: (Gain) loss on previously held equity interest (b)
+Added: (Gain) loss on sale and disposal of businesses (c)
+Added: (1.69) (0.10)
+Added: Product warranty and liability (income) expense (d)
+Added: (0.14) (0.47)
+Added: Corrective action recovery (e)
+Added: Sale-leaseback, real estate and receivable adjustments (f)
Income tax impact 0.41 (0.53)
−Removed: Normalized tax rate adjustment 0.03 1.84
+Added: Normalized tax rate adjustment (i)
Ongoing earnings per diluted share $ 26.59 $ 18.46
1 unchanged sentence
RESULTS OF OPERATIONS - (CONTINUED)
−Removed: Free Cash Flow (FCF) Reconciliation:
+Added: Throughout 2021 and comparable periods, the Company defines adjusted free cash flow as cash provided by (used in) operating activities less capital expenditures and including proceeds from the sale of assets/businesses, and changes in restricted cash.
+Added: Going forward, the Company presents free cash flow which is cash provided by (used in) operating activities less capital expenditures.
+Added: Adjusted Free Cash Flow (FCF) Reconciliation:
Twelve Months Ended December 31,
6 unchanged sentences
Repayment of term loan (5)
−Removed: Free cash flow $ 1,246 $ 912 $ 853
+Added: Adjusted free cash flow $ 1,963 $ 1,246 $ 912
Cash provided by (used in) investing activities $ (660) $ (237) $ 636
1 unchanged sentence
(3) See Note 4 to the Consolidated Financial Statements for additional information
−Removed: (5) Proceeds from the sale of assets and business for the twelve months ended December 31, 2019 include $1.0 billion of net cash proceeds received to date for the sale of the Embraco compressor business;
+Added: (4) Proceeds from the sale of assets and business for the twelve months ended December 31, 2019 include $1.0 billion of net cash proceeds received for the sale of the Embraco compressor business;
$1.0 billion of these proceeds were used to repay an outstanding term loan in August 2019.
+Added: Total Whirlpool Organic Net Sales Reconciliation:
+Added: Twelve Months Ended December 31,
+Added: 2020 2019 Change
+Added: Net sales $ 19,456 $ 20,419 (4.7) %
+Added: Embraco net sales — (635)
+Added: currency 551 —
+Added: Organic net sales $ 20,007 $ 19,784 1.1 %
+Added: Latin America Organic Net Sales Reconciliation:
+Added: Twelve Months Ended December 31,
+Added: 2020 2019 Change
+Added: Net sales $ 2,592 $ 3,177 (18.4) %
+Added: Embraco net sales — (635)
+Added: currency 530 —
+Added: Organic net sales $ 3,122 $ 2,542 22.8 %
+Added: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
+Added: RESULTS OF OPERATIONS - (CONTINUED)
+Added: The reconciliation provided below reconciles the non-GAAP financial measure ongoing EBITDA to net earnings available to Whirlpool, for the twelve months ended December 31, 2021.
+Added: Twelve Months Ended
+Added: Ongoing earnings before interest, taxes, depreciation & amortization:
+Added: December 31, 2021
+Added: Net earnings (loss) available to Whirlpool $ 1,783
+Added: Net earnings (loss) available to noncontrolling interests 23
+Added: Income tax expense (benefit) 518
+Added: Interest expense 175
+Added: Earnings before interest & taxes $ 2,499
+Added: Restructuring costs (a)
+Added: (Gain) loss on previously held equity interest (b)
+Added: (Gain) loss on sale and disposal of businesses (c)
+Added: Product warranty and liability (income) expense (d)
+Added: Ongoing earnings before interest & taxes $ 2,379
+Added: Depreciation and amortization 494
+Added: Ongoing earnings before interest, taxes, depreciation & amortization $ 2,873
+Added: The reconciliation provided below reconciles Whirlpool's Gross Debt outstanding, for the twelve months ended December 31, 2021.
+Added: Twelve Months Ended
+Added: Gross debt outstanding:
+Added: December 31, 2021
+Added: Long-term debt $ 4,929
+Added: Current maturities of long-term debt 298
+Added: Notes payable 10
+Added: Gross debt outstanding $ 5,237
+Added: The reconciliation provided below calculates Whirlpool's Gross Debt to ongoing EBITDA ratio, for the twelve months ended December 31, 2021.
+Added: Twelve Months Ended
+Added: Gross debt to ongoing EBITDA ratio:
+Added: December 31, 2021
+Added: Gross debt outstanding $ 5,237
+Added: Ongoing earnings before interest, taxes, depreciation and amortization $ 2,873
+Added: Gross debt leverage (gross debt to ongoing EBITDA) ratio 1.8
+Added: (a) RESTRUCTURING EXPENSE - In 2019, these costs were primarily related to actions that rightsize our EMEA business and certain other unique restructuring events, including restructuring of the Naples, Italy manufacturing plant.
+Added: In 2020, these costs were primarily related to actions that right-size and reduce the fixed cost structure of our global business, attributable primarily to the macroeconomic uncertainties caused by COVID-19.
+Added: This includes costs of approximately $100 million related to restructuring in the United States and approximately $188 million related to restructuring outside of the United States, including the exit of our Naples, Italy facility.
+Added: In 2021, these costs were primarily related to actions that right-size and reduce the fixed cost structure of our EMEA business and other centralized functions.
+Added: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
+Added: RESULTS OF OPERATIONS - (CONTINUED)
+Added: (b) (GAIN) LOSS ON PREVIOUSLY HELD EQUITY INTEREST - During the third quarter of 2021, our subsidiary Whirlpool of India Ltd.
+Added: 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%.
+Added: 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.
+Added: This gain was recorded within Interest & sundry (income) expense during the third quarter.
+Added: The earnings per diluted share impact is calculated net of minority interest.
+Added: (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.
+Added: 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.
+Added: The transaction closed on May 6, 2021.
+Added: In connection with the closing of the transaction, we received cash proceeds of $193 million and recognized a gain on sale of $284 million.
+Added: On May 17, 2021, our subsidiary entered into a share purchase agreement to sell its Turkish subsidiary to Arçelik.
+Added: As part of the agreement, Arçelik assumed responsibility for operating the manufacturing site in Manisa, Turkey, following closing.
+Added: The transaction closed on June 30, 2021.
+Added: In connection with the closing of the transaction, we received cash proceeds of $93 million and recognized a loss on sale of $164 million.
+Added: 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.
+Added: The net impact realized for gain on sale and disposal of businesses included in the income statement for the twelve months ended December 31, 2021 is $105 million.
+Added: 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.
+Added: 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.
+Added: (d) PRODUCT WARRANTY AND LIABILITY (INCOME) EXPENSE - In September 2015, the Company recorded a liability related to a corrective action affecting certain legacy Indesit products.
+Added: During the second and third quarters of 2019, the Company incurred additional product warranty expense related to this previously disclosed legacy Indesit dryer corrective action campaign in the UK for approximately $12 million and $14 million, respectively.
+Added: In the third quarter of 2019, the Company recorded a charge of approximately $105 million for estimated product warranty expense related to certain EMEA-produced washers for which the Company commenced a recall in January 2020.
+Added: During the fourth quarter of 2020, the Company released an accrual of approximately $30 million related to this EMEA-produced washer recall campaign.
+Added: During the fourth quarter of 2021, the Company further released an accrual of approximately $9 million.
+Added: These adjustments were made based on our revised expectations regarding future period cash expenditures for the campaign.
+Added: (e) CORRECTIVE ACTION RECOVERY - The Company recorded a benefit of $13 million in the third quarter of 2020 and $1 million in the fourth quarter of 2020 related to a vendor recovery in our ongoing EMEA-produced washer corrective action.
+Added: (f) SALE-LEASEBACK, REAL ESTATE AND RECEIVABLE ADJUSTMENTS - In the fourth quarter of 2019, the Company sold certain owned properties, primarily warehouses, while agreeing to lease these same properties from the purchaser.
+Added: As part of the sale, the Company recognized a pre-tax gain on sale of the group of properties of approximately $111 million and a cash benefit of approximately $140 million.
+Added: In addition, the Company wrote off the full loan receivable amount outstanding of approximately $18 million related to a previous loan between the Company and a not-for-profit entity in connection with a community and economic development project.
+Added: The Company also wrote-down the book value of certain real estate properties, recognizing a loss of approximately $7 million.
+Added: In the fourth quarter of 2020, the Company sold and leased back a group of properties for net proceeds of approximately $139 million.
+Added: The transaction met the requirements for sale leaseback
+Added: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
+Added: RESULTS OF OPERATIONS - (CONTINUED)
+Added: In the fourth quarter of 2020, the Company recorded the sale of the properties, which resulted in a pre-tax gain of approximately $113 million.
+Added: (g) TRADE CUSTOMER INSOLVENCY CLAIM SETTLEMENT - In January 2020, the Company entered into an agreement with the insolvency trustee for Alno AG, a former trade customer of a Company subsidiary in which the Company subsidiary held a minority equity interest, to settle all potential claims that the insolvency trustee may have against the Company subsidiary related to the Alno insolvency, resulting in a one-time charge of €52.75 million ($59 million as of December 31, 2019).
+Added: (h) BRAZIL INDIRECT TAX CREDIT - During the first half of 2019, the Company received favorable, non-appealable decisions related to the recovery of certain taxes previously paid over gross sales.
+Added: As a result, the Company recorded a gain in interest and sundry (income) expense during the first and second quarter of 2019 in the amount of $127 million and $53 million, respectively, in connection with these decisions.
+Added: (i) NORMALIZED TAX RATE ADJUSTMENT - For 2020 and 2021, the full-year effective tax rates were 26.3% and 23.5%, respectively.
FINANCIAL CONDITION AND LIQUIDITY
4 unchanged sentences
and providing returns to shareholders through dividends, share repurchases and maintaining our strong investment grade rating.
+Added: The Company believes that free cash flow provides stockholders with a relevant measure of liquidity and a useful basis for assessing Whirlpool's ability to fund its activities and obligations.
+Added: Whirlpool has historically been able to leverage its strong free cash flow generation to fund our operations, pay for any debt servicing costs and allocate capital for reinvestment in our business, funding share repurchases and dividend payments.
Our short term potential uses of liquidity include funding our ongoing capital spending, restructuring activities, and returns to shareholders.
6 unchanged sentences
It is not practical to estimate the amount of the deferred tax liability associated with the repatriation of cash due to the complexity of its hypothetical calculation.
−Removed: At December 31, 2020, we had cash or cash equivalents greater than 1% of our consolidated assets in the United States, China, Brazil, India and Mexico, which represented 6.5%, 1.7%, 1.7%, 1.4% and 1.4%, respectively.
+Added: At December 31, 2021, we had cash or cash equivalents greater than 1% of our consolidated assets in the United States, Switzerland, Brazil and India, which represented 7.3%, 1.8%, 1.4%, and 1.0%, respectively.
In addition, we had third-party accounts receivable outside of the United States greater than 1% of our consolidated assets in Brazil and Italy, which represented 1.4% and 1.3%, respectively.
We continue to monitor general financial instability and uncertainty globally.
+Added: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
+Added: RESULTS OF OPERATIONS - (CONTINUED)
Notes payable consists of short-term borrowings payable to banks and commercial paper, which are generally used to fund working capital requirements.
1 unchanged sentence
See Note 7 to the Consolidated Financial Statements for additional information.
−Removed: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
−Removed: RESULTS OF OPERATIONS - (CONTINUED)
We monitor the credit ratings and market indicators of credit risk of our lending, depository, derivative counterparty banks and customers regularly, and take certain action to manage credit risk.
We diversify our deposits and investments in short-term cash equivalents to limit the concentration of exposure by counterparty.
−Removed: In 2018, Whirlpool of India Limited (Whirlpool India), a majority-owned subsidiary of Whirlpool Corporation, acquired a 49% equity interest in Elica PB India for $22 million.
−Removed: Whirlpool India has an option to acquire the remaining equity interest in the future for fair value, and the non-Whirlpool India shareholders of Elica PB India received an option to sell their remaining equity interest to Whirlpool India in the future for fair value, which could be material to the financial statements depending on the performance of the venture.
−Removed: We account for our minority interest under the equity method of accounting.
−Removed: We continue to review customer conditions globally.
−Removed: At December 31, 2020, we had 173 million Brazilian reais (approximately $33 million at December 31, 2020) in short and long-term receivables due to us from Maquina de Vendas S.A., a trade customer in Brazil.
−Removed: In 2018, as part of their extrajudicial recovery plan, we agreed to receive payment of our outstanding receivable, plus interest, over eight years under a tiered payment schedule.
−Removed: During the third quarter of 2020, we received insurance proceeds of 129 million Brazilian reais (approximately $23 million at September 30, 2020) related to this matter.
−Removed: After consideration of the allowance for expected credit losses, we do not expect this matter to have a material impact on financial results in future periods.
+Added: We also continue to review customer conditions globally.
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 transfers and servicing of financial assets, accounts payable outsourcing and guarantees, see Note 1 and Note 8 to the Consolidated Financial Statements.
−Removed: Embraco Sale Transaction
−Removed: On April 24, 2018, we and certain of our subsidiaries entered into a purchase agreement with Nidec Corporation, a leading manufacturer of electric motors incorporated under the laws of Japan, to sell our Embraco business unit (the "Transaction").
−Removed: On June 26, 2019, Whirlpool and Nidec received the European Commission's final approval of the Transaction, and the parties closed the Transaction on July 1, 2019.
−Removed: At closing, pursuant to the purchase agreement and a subsequent agreement memorializing the purchase price adjustment, the Company received $1.1 billion inclusive of anticipated cash on hand at the time of closing, with final purchase price amounts subject to working capital and other customary post-closing adjustments.
−Removed: These adjustments have been finalized with an immaterial adjustment to the final purchase price amounts in 2020.
−Removed: Whirlpool has agreed to retain certain liabilities relating to tax, environmental, labor and products following closing of the Transaction.
−Removed: On August 9, 2019, the Company repaid $1.0 billion pursuant to the Company's April 23, 2018 Term Loan Agreement by and among the Company, Citibank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A.
−Removed: as Syndication Agent, and certain other financial institutions, representing full repayment of amounts borrowed under the term loan.
−Removed: As previously disclosed, the Company agreed to repay this outstanding term loan amount with the net cash proceeds received from the sale of Embraco.
−Removed: For additional information on the Embraco sale transaction, see Note 17 to the Consolidated Financial Statements.
−Removed: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
−Removed: RESULTS OF OPERATIONS - (CONTINUED)
Share Repurchase Program
2 unchanged sentences
We met our cash needs during 2021 through cash flows from operations, cash and cash equivalents, and financing arrangements.
−Removed: Our cash, cash equivalents and restricted cash at December 31, 2020 increased $982 million compared to the same period in 2019.
+Added: Our cash, cash equivalents and restricted cash at December 31, 2021 increased $110 million compa red to the same period in 2020.
The following table summarizes the net increase (decrease) in cash, cash equivalents and restricted cash for the periods presented.
9 unchanged sentences
Cash Flows from Operating Activities
+Added: Cash provided by o perating activities in 2021 increased compared to 2020.
+Added: The increase was primarily driven by stro ng cash earnings and improvements in working capital.
+Added: The improvement in working capital was driven by increased accounts payable due to raw material inflation, partially offset by increased inventory due to higher input costs and a modest inventory build.
Cash provided by operating activities in 2020 increased compared to 2019.
2 unchanged sentences
Additionally, working capital was impacted by increased accounts payable driven by higher year end production levels, partially offset by the timing of our year end payment schedule.
−Removed: Cash provided by operating activities in 2019 was comparable to 2018.
−Removed: The impact of working capital primarily includes inventory reductions efforts, credit management activities and the divestiture of the Embraco compressor business.
−Removed: Net earnings includes the non-cash impacts from the gain on sale and disposal of businesses.
−Removed: The decrease in cash provided by operating activities during 2018 primarily reflects $350 million of discretionary pension funding, partially offset by the working capital impact from inventory reduction efforts, lower volumes and credit management activities.
−Removed: Net loss includes the non-cash impacts from impairment of goodwill and other intangibles.
−Removed: 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.
−Removed: 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.
−Removed: Cash Flows from Investing Activities
−Removed: The increase in cash used in investing activities during 2020 primarily reflects the 2019 proceeds from the sale of the Embraco compressor business (approximately $1 billion), partially offset by a decrease in capital expenditures (approximately $122 million) and the proceeds from a real estate sale-leaseback transaction (approximately $139 million).
+Added: 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'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (CONTINUED)
+Added: management, as well as receivable and payment terms.
+Added: 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.
+Added: Cash Flows from Investing Activities
+Added: The increase in cash used in investing activities during 2021 primarily reflects the cash impacts from the divestiture of Whirlpool China (approximately $341 million) and our Turkey manufacturing subsidiary (approximately $52 million) as well as an increase in capital expenditures (approximately $115 million).
+Added: The increase in cash provided by investing activities during 2020 primarily reflects the 2019 proceeds from the sale of the Embraco compressor business (approximately $1 billion), partially offset by a decrease in capital expenditures (approximately $122 million) and the proceeds from a real estate sale-leaseback transaction (approximately $139 million).
The increase in cash provided by investing activities during 2019 primarily reflects proceeds from the sale of the Embraco compressor business (approximately $1 billion) along with proceeds from a real estate sale-leaseback transaction (approximately $140 million) and a decrease in capital expenditures (approximately $60 million).
−Removed: The decrease in cash used in investing activities during 2018 primarily reflects proceeds from a real estate sale-leaseback transaction (approximately $130 million), a decrease in capital expenditures (approximately $95 million), and the proceeds related to held-to-maturity securities (approximately $60 million).
Cash Flows from Financing Activities
+Added: The increase in cash used in financing activities during 2021 primarily reflects lower debt issuance proceeds (approximately $733 million) along with higher share repurchases (approximately $920 million) partially offset by lower repayments of long-term debt (increase of approximately $273 million) net effect of reduced short-term debt (increase of approximately $330 million).
The decrease in cash used in financing activities during 2020 primarily reflects higher debt issuance proceeds (increase of approximately $300 million), lower repayments of long-term debt (increase of approximately $400 million) net effect of reduced short-term debt (increase of approximately $400 million).
2 unchanged sentences
Short-term debt reflects the activity on the $1 billion term loan that was borrowed in 2018 and repaid in 2019, offset by changes in commercial paper for funding normal working capital requirements.
−Removed: The decrease in cash used in financing activities during 2018 primarily reflects higher proceeds from borrowings of short-term debt (increase of approximately $300 million) and lower repayments of long-term debt (decrease of approximately $175 million), partially offset by higher share repurchase activity (increase of approximately $400 million).
−Removed: We also acquired a minority interest in Elica PB India.
−Removed: Dividends paid in financing activities approximated $300 million during 2020, 2019 and 2018.
+Added: Dividends paid in financing activities were $338 million, $311 million, and $305 million during 2021, 2020 and 2019, respectively.
Financing Arrangements
−Removed: The Company had total committed credit facilities of approximately $4.2 billion at December 31, 2020.
+Added: At December 31, 2021, the Company had total committed credit facilities of approximately $3.7 billion and $4.2 billion at December 31, 2021 and 2020, respectively.
The facilities are geographically diverse and reflect the Company's global operations.
The Company believes these facilities are sufficient to support its global operations.
−Removed: We had no borrowings outstanding under the committed credit facilities at December 31, 2020 and 2019, respectively.
+Added: We ha d no borro wings outstanding under the committed credit facilities at December 31, 2021 and 2020, respectively.
See Note 7 to the Consolidated Financial Statements for additional information.
−Removed: In October 2020, our Board of Directors approved a 4.2% increase in our quarterly dividend on our common stock to $1.25 per share from $1.20 per share.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (CONTINUED)
−Removed: CONTRACTUAL OBLIGATIONS AND FORWARD-LOOKING CASH REQUIREMENTS
−Removed: The following table summarizes our expected cash outflows resulting from financial contracts and commitments:
−Removed: Payments due by period
−Removed: Millions of dollars Total 2021 2022 & 2023 2024 & 2025 Thereafter
−Removed: Long-term debt obligations (1)
−Removed: $ 7,448 $ 463 $ 831 $ 884 $ 5,270
−Removed: Operating lease obligations (2)
−Removed: 1,210 211 349 253 397
−Removed: Purchase obligations (3)
−Removed: 556 214 221 79 42
−Removed: United States and foreign pension plans (4)
−Removed: 107 18 37 40 12
−Removed: Other postretirement benefits (5)
−Removed: 136 25 49 19 43
−Removed: $ 9,457 $ 931 $ 1,487 $ 1,275 $ 5,764
−Removed: (1) Principal and interest payments related to long-term debt are included in the table above.
−Removed: See Note 7 to the Consolidated Financial Statements for additional information.
−Removed: (2) Operating lease obligations includes the impact of sale-leaseback transactions.
−Removed: See Note 1 to the Consolidated Financial Statements for additional information.
−Removed: (3) Purchase obligations include our "take-or-pay" contracts with materials vendors and minimum payment obligations to other suppliers.
−Removed: (4) Represents the minimum contributions required for foreign pension plans based on current interest rates, asset return assumptions, legislative requirements and other actuarial assumptions at December 31, 2020.
−Removed: See Note 9 to the Consolidated Financial Statements for additional information.
−Removed: (5) Represents our portion of expected benefit payments under our retiree healthcare plans.
−Removed: (6) This table does not include credit facility, short-term borrowings to banks and commercial paper borrowings.
−Removed: See Note 7 to the Consolidated Financial Statements for additional information.
−Removed: This table does not include future anticipated income tax settlements.
−Removed: See Note 15 to the Consolidated Financial Statements for additional information.
−Removed: OFF-BALANCE SHEET ARRANGEMENTS
−Removed: In the ordinary course of business, we enter into agreements with financial institutions to issue bank guarantees, letters of credit and surety bonds.
+Added: Other material obligations include off-balance sheet arrangements arising in the normal course of business.
+Added: They primarily consist of agreements we enter into 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 December 31, 2021 and 2020, we had approximately $294 million and $423 million outstanding under these agreements, respectively.
−Removed: For additional information about our off-balance sheet arrangements, see Note 1 and Note 8 to the Consolidated Financial Statements.
+Added: Additionally, we have material contractual obligations.
+Added: They primarily consist of long-term debt obligations, operating lease obligations, purchase obligations, taxes, United States and foreign pension plans and other postretirement benefits.
+Added: See Notes 1, 3, 7-10 and 15 to the Consolidated Financial Statements for additional information.
+Added: In April 2021, our Board of Directors approved a 12.0% increase in our quarterly dividend on our common stock to $1.40 per share from $1.25 per share, representing the 9th consecutive year of increased dividends.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
−Removed: The preparation of financial statements, in conformity with GAAP, requires management to make certain estimates and assumptions.
−Removed: We periodically evaluate these estimates and assumptions, which are based on historical experience, changes in the business environment and other factors that management believes to be reasonable under the circumstances.
−Removed: Actual results may differ materially from these estimates.
−Removed: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
−Removed: RESULTS OF OPERATIONS - (CONTINUED)
+Added: The preparation of financial statements, in conformity with GAAP, requires management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures.
+Added: We periodically evaluate these estimates and assumptions, which are based on historical experience, forecasted events, changes in the business environment and other factors that management believes to be reasonable under the circumstances.
+Added: Actual results may differ materially from these estimates under different assumptions or conditions.
+Added: The management believes the accounting policies below are critical in the portrayal of our financial condition and results of operations and require management's most difficult, subjective, or complex judgments.
Pension and Other Postretirement Benefits
5 unchanged sentences
While we believe that our assumptions are appropriate given current economic conditions and actual experience, significant differences in results or significant changes in our assumptions may materially affect our pension and other postretirement benefit obligations and related future expense.
+Added: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
+Added: RESULTS OF OPERATIONS - (CONTINUED)
Our pension and other postretirement benefit obligations at December 31, 2021 and preliminary retirement benefit costs for 2022 were prepared using the assumptions that were determined as of December 31, 2021.
20 unchanged sentences
Likewise, if we determine that we are able to realize our deferred tax assets in the future in excess of net recorded amounts, an adjustment to the deferred tax asset will benefit income tax expense in the period such determination is made.
−Removed: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
−Removed: RESULTS OF OPERATIONS - (CONTINUED)
At December 31, 2021 and 2020, we had total deferred tax assets of $3.0 billion and $3.4 billion, respectively, net of valuation allowances of $195 million and $214 million, respectively.
−Removed: During 2019, the Company used proceeds from a bond offering to recapitalize various entities in EMEA which resulted in a reduction in the valuation allowance.
−Removed: In addition, the Company has established tax planning strategies and transfer pricing policies to provide sufficient future taxable income to realize these deferred tax assets.
+Added: The Company has established tax planning strategies and transfer pricing policies to provide sufficient future taxable income to realize these deferred tax assets.
Our income tax expense has fluctuated considerably over the last five years.
−Removed: The tax expense has been influenced primarily by U.S.
−Removed: energy tax credits, foreign tax credits, audit settlements and adjustments, tax planning strategies, enacted legislation, and dispersion of global income.
+Added: The tax expense has been influenced primarily by foreign tax credits, audit settlements and adjustments, tax planning strategies, enacted legislation, and dispersion of global income.
Future changes in the effective tax rate will be subject to several factors, including business profitability, tax planning strategies, and enacted tax laws.
+Added: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
+Added: RESULTS OF OPERATIONS - (CONTINUED)
+Added: We have various tax filings with applicable jurisdictions to defend our positions with regards to the timing and amount of deductions and credits as well as the allocation of income across various jurisdictions.
+Added: We regularly inventory, evaluate and measure all uncertain tax positions taken or expected to be taken to ensure the timely recording of liabilities for tax positions that may not be sustained or may only be partially sustained upon examination by the relevant taxing authorities.
+Added: We believe that our estimates and judgements with respect to uncertain tax positions are reasonable and accurate at the time they are developed.
+Added: However, actual results may differ due to unforeseen future events and circumstances.
+Added: If one or more of the applicable taxing authorities were to successfully challenge our right to realize some or all of the tax benefits we have recorded, it could have a material adverse effect on our financial statements.
In addition, we operate within multiple taxing jurisdictions and are subject to audit in these jurisdictions.
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Future events and circumstances could materially change our estimates and require adjustments to the warranty obligations.
+Added: For the year ended December 31, 2021 and 2020, warranty expense as a percentage of consolidated Net sales approximated 1.5% and 1.4%, respectively.
For additional information about warranty obligations, see Note 8 to the Consolidated Financial Statements.
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Certain business acquisitions have resulted in the recording of goodwill and trademark assets which are not amortized.
−Removed: At December 31, 2020 and 2019, we had goodwill of approximately $2.5 billion and $2.4 billion, respectively.
−Removed: We have trademark assets with a carrying value of approximately $1.9 billion at December 31, 2020 and 2019, respectively.
+Added: At December 31, 2021 and 2020, we had goodwill of approximate ly $2.5 billion and $2.5 billion, respectively.
+Added: We have trademark assets with a carrying value of approximately $1.9 billion at December 31, 2021 and 2020.
We perform our annual impairment assessment for goodwill and other indefinite-lived intangible assets as of October 1st or more frequently if events or changes in circumstances indicate that the asset might be impaired.
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We also corroborate the fair value through a market capitalization reconciliation to determine whether the implied control premium is reasonable based on recent market transactions and other qualitative considerations.
−Removed: Based on the results of our annual quantitative assessment performed as of October 1, 2020, the fair values of our North America, Asia and Latin America reporting units exceeded their respective carrying values by 184%, 315% and 15%, respectively.
−Removed: Based on the quantitative assessment performed for the EMEA reporting unit, the fair value of the reporting unit exceeded its carrying value by 11%.
−Removed: The EMEA reporting unit has goodwill of approximately $329 million at December 31, 2020.
−Removed: In evaluating the EMEA reporting unit, significant weight was provided to forecasted EBIT margins and the discount rate used in the discounted cash flow model, as we determined that these items have the most significant impact on the fair value of this reporting unit.
−Removed: • EBIT margins are expected to recover as we benefit from the recently announced strategic actions to rightsize and refocus our business, including improving our price/mix, driving share gains and executing on our cost takeout initiatives.
−Removed: • The 5-year average forecasted EBIT margin in the discounted cash flow model was approximately 3%.
−Removed: • We used a discount rate of 11.75% based on market participant assumptions.
−Removed: We performed a sensitivity analysis on our EMEA reporting unit estimated fair value noting that a 100 basis point increase in the discount rate or a 10% reduction in the projected EBIT margins in the forecasted periods would result in an impairment charge of $18 million and $31 million, respectively.
+Added: Based on the results of our annual quantitative assessment performed as of October 1, 2021, the fair values of our North America, Asia, EMEA and Latin America reporting units exceeded their respective carrying values by 306%, 258%, 29% and 20%, respectively.
If actual results are not consistent with management's estimates and assumptions, a material impairment charge of goodwill could occur, which would have a material adverse effect on our consolidated financial statements.
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If the estimated fair value of the indefinite-lived intangible asset is less than its carrying value, we would recognize an impairment loss.
−Removed: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
−Removed: RESULTS OF OPERATIONS - (CONTINUED)
−Removed: Based on our quantitative impairment assessment as of October 1, 2020, the carrying value of the H otpoint* trademark exceeded its fair value by €6 million, approximately $7 million, and we recorded an intangible impairment charge in this amount during the fourth quarter of 2020.
−Removed: There were no other impairments of indefinite-lived intangible assets in 2020.
−Removed: Because the fair value assigned to the Hotpoint * trademark is recorded as of October 1, 2020, future impairments could result if the brand experiences further deterioration in business performance or if there is a significant change in other qualitative or quantitative factors, including a change in the royalty rate or discount rate.
−Removed: The fair value of the Indesit trademark exceeded its carrying value of €190 million ($232 million) by 10%.
−Removed: We expect future fiscal year net sales for this brand to improve as we stabilize volumes, recover market share and benefit from our new product investments in the EMEA region.
−Removed: The fair values of the Maytag and JennAir trademarks exceeded their carrying values of $1,021 million and $304 million by approximately 9% and 3%, respectively.
−Removed: We expect net sales for these brands to improve as we recover temporary volume loss from COVID-19 related supply chain disruptions and continue to execute our brand leadership strategy and benefit from our new product investments.
−Removed: The fair values of all other trademarks exceeded their carrying values by more than 10%.
+Added: The fair value of the Maytag trademark exceeded its carrying value of $1,021 million by approximately 11%.
+Added: We expect future fiscal year revenue for this brand to improve as we recover from temporary volume loss from supply chain disruptions and continue to execute our brand leadership strategy and benefit from our new product investments.
+Added: The fair values of all other trademarks exceeded their carrying values by an amount sufficient to not be deemed "at risk".
In performing the quantitative assessment on these assets, significant assumptions used in our relief-from-royalty model included revenue growth rates, assumed royalty rates and the discount rate, which are discussed further below.
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Adverse changes in the operating environment or our inability to grow revenues at the forecasted rates may result in a material impairment charge.
−Removed: We performed a sensitivity analysis on our estimated fair values noting a 10% reduction of forecasted revenues in the Maytag , JennAir and Indesit trademarks would result in an impairment charge of approximately $20 million, $22 million, and €12 million ($15 million) respectively.
−Removed: A 10% reduction of forecasted revenues in the Hotpoint* brand would result in an impairment charge of €13 million ($16 million), in addition to the €6 million ($7 million) impairment charge in 2020.
−Removed: In determining royalty rates for the valuation of our trademarks, we considered factors that affect the assumed royalty rates that would hypothetically be paid by a market participant for the use of trademarks.
−Removed: The most significant factors in determining the assumed royalty rates include the overall role and importance of the trademarks in the particular industry, the profitability of the products utilizing the trademarks, and the position of the trademarked products in the given product category.
−Removed: Based on this analysis, we determined a royalty rate of 3%, 3.5%, 4% and 6% for our Indesit, Hotpoint*, Maytag and JennAir trademarks, respectively.
−Removed: We performed a sensitivity analysis on our estimated fair values for Indesit, Maytag and JennAir noting a 50 basis point reduction of the royalty rates from each brand would result in an impairment charge of approximately €15 million ($18 million), $46 million, and $17 million respectively.
−Removed: A 50 basis point reduction of the royalty rate from Hotpoint * would result in a $34 million (€28 million) impairment charge, in addition to the €6 million ($7 million) impairment charge in 2020.
−Removed: In developing discount rates for the valuation of our trademarks, we used a market participant discount rate based on a weighted-average cost of capital, adjusted for higher relative level of risks associated with doing business in other countries, as applicable, as well as the higher relative levels of risks associated with intangible assets.
−Removed: Based on this analysis, we determined the discount rates to be 14.75%, 15%, 9.75%, and 10.25% for Indesit, Hotpoint*, Maytag, and JennAir respectively.
−Removed: We performed a sensitivity analysis on our estimated fair values for Hotpoint*, Maytag and JennAir noting a 100 basis point increase in the discount rate would result in an impairment charge of approximately €9 million ($11 million), $41 million and $31 million, respectively, and a 150 basis
−Removed: * Whirlpool ownership of the Hotpoint brand in the EMEA and Asia Pacific regions is not affiliated with the Hotpoint brand sold in the Americas.
+Added: We performed a sensitivity analysis on our estimated fair values noting a 10% reduction of forecasted revenues in the Maytag trademark would reduce the fair value of the trademark to its carrying value.
+Added: In determining royalty rates for the valuation of our trademarks, we considered factors that affect the assumed royalty rates that would hypothetically be paid by a market participant for the use of
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - (CONTINUED)
−Removed: point increase in the discount rate for Indesit would result in an impairment charge of approximately
−Removed: €2 million ($2 million).
−Removed: Hotpoint’s* impairment would be in addition to the impairment charge in 2020.
+Added: The most significant factors in determining the assumed royalty rates include the overall role and importance of the trademarks in the particular industry, the profitability of the products utilizing the trademarks, and the position of the trademarked products in the given product category.
+Added: Based on this analysis, we determined a royalty rate of 4% for the Maytag trademark.
+Added: We performed a sensitivity analysis on our estimated fair value of Maytag , noting a 50 basis point reduction of the royalty rate would result in an impairment charge of approximately $24 million.
+Added: In developing discount rates for the valuation of our trademarks, we used a market participant discount rate based on a weighted-average cost of capital, adjusted for higher relative level of risks associated with doing business in other countries, as applicable, as well as the higher relative levels of risks associated with intangible assets.
+Added: Based on this analysis, we determined the discount rate to be 10.25% for Maytag .
+Added: We performed a sensitivity analysis on our estimated fair value for Maytag noting a 100 basis point increase in the discount rate would result in an impairment charge of approximately $8 million.
+Added: Based on our quantitative impairment assessment as of October 1, 2020, the carrying value of the Hotpoint* trademark exceeded its fair value by €6 million, approximately $7 million USD, and we recorded an intangible impairment charge in this amount during the fourth quarter of 2020.
+Added: There were no other impairments of indefinite-lived intangible assets in 2020 or 2021.
If actual results are not consistent with management's estimate and assumptions, a material impairment charge of our trademarks could occur, which could have a material adverse effect on our consolidated financial statements.
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For additional information regarding certain of our loss contingencies/litigation, see Note 8 to the Consolidated Financial Statements.
−Removed: Grenfell Tower
−Removed: 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.
−Removed: authorities are conducting investigations, including regarding the cause and spread of the fire.
−Removed: The model in question was manufactured by Indesit Company between 2006 and 2009, prior to Whirlpool's acquisition of Indesit in 2014.
−Removed: We are fully cooperating with the investigating authorities.
−Removed: Whirlpool was named as a defendant in a product liability suit in Pennsylvania federal court related to this matter.
−Removed: The federal court dismissed the case with prejudice in September 2020.
−Removed: The dismissal is being appealed.
−Removed: In December 2020, lawsuits related to Grenfell Tower were filed in the U.K.
−Removed: against approximately 20 defendants, including Whirlpool Corporation and certain Whirlpool subsidiaries.
−Removed: As these matters are ongoing, we cannot speculate on their eventual outcomes or potential impact on our financial statements;
−Removed: accordingly, we have not recorded any significant charges in 2019 or 2020.
−Removed: Additional claims may be filed related to this incident.
+Added: Unfavorable outcomes in these proceedings could have a material adverse effect on our financial statements in any particular reporting period.
Antidumping and Safeguard Petition
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Those petitions resulted in orders imposing antidumping duties on certain large residential washers imported from South Korea, Mexico, and China, and countervailing duties on certain large residential washers from South Korea.
−Removed: These orders could be subject to administrative reviews and possible appeals.
In March 2019, the order covering certain large residential washers from Mexico was extended for an additional five years, while the order covering certain large residential washers from South Korea was revoked.
+Added: The order covering certain large residential washers from China is currently subject to administrative review to determine whether the order should be extended.
* Whirlpool ownership of the Hotpoint brand in the EMEA and Asia Pacific regions is not affiliated with the Hotpoint brand sold in the Americas.
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production capabilities and import plans.
+Added: These orders are subject to administrative reviews and possible appeals.
Raw Materials and Global Economy
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tariffs and other global macroeconomic factors.
−Removed: We expect to experience significant raw material inflation and freight cost increases in 2021, which could require us to modify our current business practices and could have a material adverse effect on our financial statements in any particular reporting period.
−Removed: In 2016, the U.K.
−Removed: held a referendum, the outcome of which was an expressed public desire to exit the European Union (“Brexit”), which has resulted in greater uncertainty related to the free movement of goods, services, people and capital between the U.K.
−Removed: On January 31, 2020, the U.K.
−Removed: officially exited the European Union and entered into a transition period to negotiate the final terms of Brexit, and on December 30, 2020, the U.K.
−Removed: and EU signed a Trade and Cooperation Agreement to govern the relationship between the U.K.
−Removed: and EU going forward.
−Removed: Many potential future impacts of Brexit remain unclear and could adversely impact certain areas of our business, including, but not limited to, an increase in duties and delays in the delivery of products, and adverse impacts to our suppliers and financing institutions.
−Removed: In order to mitigate the risks associated with Brexit, we are preparing for potential adverse impacts by collaborating across Company functions and working with external partners to develop and revise the necessary contingency plans.
+Added: Due to many factors beyond our control, we expect to continue to be impacted by the following factors:
+Added: global shortage of certain components, other supply chain constraints and cost inflation, all of which we expect to continue in 2022.
+Added: This could require us to modify our current business practices, and could have a material adverse effect on our financial statements in any particular reporting period.
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf.
−Removed: Certain statements contained in this annual report, including those within the forward-looking perspective section within this Management's Discussion and Analysis, and other written and oral statements made from time to time by us or on our behalf do not relate strictly to historical or current facts and may contain forward-looking statements that reflect our current views with respect to future events and financial performance.
+Added: Certain statements contained in this annual report, including those within the forward-looking perspective section within the Management's Discussion and Analysis section, and other written and oral statements made from time to time by us or on our behalf do not relate strictly to historical or current facts and may contain forward-looking statements that reflect our current views with respect to future events and financial performance.
As such, they are considered "forward-looking statements" which provide current expectations or forecasts of future events.
−Removed: Such statements can be identified by the use of terminology such as "may," "could," "will," "should," "possible," "plan," "predict," "forecast," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe," "may impact," "on track," and similar words or expressions.
+Added: Such statements can be identified by the use of terminology such as "may," "could," "will," "should," "possible," "plan," "predict," "forecast," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe," "may impact," "on track," "guarantee," "seek," and the negative of these words and words and terms of similar substance.
Our forward-looking statements generally relate to our growth strategies, financial results, product development, and sales efforts.
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Whirlpool disclaims any obligation to update these statements.
−Removed: Forward-looking statements in this document may include, but are not limited to, statements regarding future financial results, long-term value creation goals,
−Removed: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
−Removed: RESULTS OF OPERATIONS - (CONTINUED)
−Removed: restructuring expectations, productivity, raw material prices and the impact of COVID-19 on our operations.
+Added: Forward-looking statements in this document may include, but are not limited to, statements regarding future financial results, long-term value creation goals, restructuring expectations, productivity, raw material prices and the impact of COVID-19 on our operations.
Many risks, contingencies and uncertainties could cause actual results to differ materially from Whirlpool's forward-looking statements.
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(5) the ability of Whirlpool to achieve its business objectives and leverage its global operating platform, and accelerate the rate of innovation;
−Removed: (6) Whirlpool’s ability to understand consumer preferences and successfully develop new products;
+Added: (6) Whirlpool’s ability to understand consumer preferences and successfully develop new
+Added: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
+Added: RESULTS OF OPERATIONS - (CONTINUED)
(7) Whirlpool's ability to obtain and protect intellectual property rights;
−Removed: (8) acquisition and investment-related risks, including risks associated with our past acquisitions, and risks associated with our increased presence in emerging markets;
−Removed: (9) risks related to our international operations, including changes in foreign regulations, regulatory compliance and disruptions arising from political, legal and economic instability;
+Added: (8) acquisition and investment-related risks, including risks associated with our past acquisitions;
+Added: (9) Whirlpool's ability to navigate risks associated with our presence in emerging markets;
+Added: (10) risks related to our international operations, including changes in foreign regulations;
+Added: (11) Whirlpool's ability to respond to unanticipated social, political and/or economic events;
(12) information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks;
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(22) health care cost trends, regulatory changes and variations between results and estimates that could increase future funding obligations for pension and postretirement benefit plans;
−Removed: (21) changes in LIBOR, or replacement of LIBOR with an alternative reference rate;
(23) litigation, tax, and legal compliance risk and costs, especially if materially different from the amount we expect to incur or have accrued for, and any disruptions caused by the same;
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(25) changes in the legal and regulatory environment including environmental, health and safety regulations, and taxes and tariffs;
+Added: (26) Whirlpool's ability to respond to the impact of climate change and climate change regulation;
and (27) the uncertain global economy and changes in economic conditions which affect demand for our products.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.