10 unchanged sentences
OTHER INFORMATION
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
+Added: Not Applicable.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information regarding our executive officers is included in ITEM 1 of PART I of this report under "Information About Our Executive Officers."
−Removed: Information regarding the background of the directors, matters related to the Audit Committee, Section 16(a) compliance, and the process by which our shareholders may recommend nominees to our Board of Directors can be found under the captions "Directors and Nominees for Election as Directors," "Board of Directors and Corporate Governance - Board of Directors and Committees," "Delinquent Section 16(a) Reports," and "Board of Directors and Corporate Governance - Director Nominations by Stockholders" in the proxy statement, which will be filed pursuant to SEC Regulation 14A not later than 120 days after the end of the Company's fiscal year ended December 31, 2020 ("Proxy Statement").
+Added: Information regarding the background of the directors, matters related to the Audit Committee, and the process by which our shareholders may recommend nominees to our Board of Directors can be found under the captions "Directors and Nominees for Election as Directors," "Board of Directors and Corporate Governance - Board of Directors and Committees," and "Board of Directors and Corporate Governance - Director Nominations by Stockholders" in the proxy statement, which will be filed pursuant to SEC Regulation 14A not later than 120 days after the end of the Company's fiscal year ended December 31, 2021 ("Proxy Statement").
We have adopted a code of ethics that applies to all of our employees, officers and directors, including our principal executive officer, principal financial officer and principal accounting officer.
1 unchanged sentence
Whirlpool intends to disclose future amendments to, or waivers from, certain provisions of the code of ethics for executive officers and directors on this website within four business days following the date of such amendment or waiver.
−Removed: Stockholders may request a free copy of the Integrity Manual from:
+Added: Stockholders may request a free copy of Our Integrity Manual from:
Investor Relations
15 unchanged sentences
Information regarding certain relationships and related transactions (if any) and the independence of Whirlpool's directors, can be found under the captions "Related Person Transactions" and "Board of Directors and Corporate Governance - Board of Directors and Committees" in the Proxy Statement, which is incorporated herein by reference.
−Removed: PRINCIPAL ACCOUNTING FEES AND SERVICES
+Added: PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information regarding our auditors and the Audit Committee's pre-approval policies can be found under the caption "Matters Relating to Independent Registered Public Accounting Firm" in the Proxy Statement, which is incorporated herein by reference.
16 unchanged sentences
ANNUAL REPORT ON FORM 10-K
−Removed: ITEMS 15(a)(3) and 15(c)
+Added: ITEMS 15(a)(3) and 15(b)
EXHIBIT INDEX
YEAR ENDED DECEMBER 31, 2021
−Removed: The following exhibits are submitted herewith or incorporated herein by reference in response to Items 15(a)(3) and 15(c).
+Added: The following exhibits are submitted herewith or incorporated herein by reference in response to Items 15(a)(3) and 15(b).
Each exhibit that is considered a management contract or compensatory plan or arrangement required to be filed pursuant to Item 15(a)(3) of Form 10-K is identified by a "(Z)."
22 unchanged sentences
and Wells Fargo Bank, National Association, as Documentation Agents [Incorporated by reference from Exhibit 10.2 to the Company's Form 10-Q (Commission file number 1-3932) for the quarter ended September 30, 2019]
−Removed: 10(i)(b) 364-Day Credit Agreement dated as of April 27, 2020 among Whirlpool Corporation, the lenders party thereto, and Citibank, N.A., as Administrative Agent [Incorporated by reference from Exhibit 10.1 to the Company’s Form 10-Q (Commission file number 1-3932) for the quarter ended March 31, 2020].
+Added: 10(i)(b)* Amendment No.
+Added: 1 to Fourth Amended and Restated Long-Term Credit Agreement dated as of December 7, 2021.
10(iii)(a) Whirlpool Corporation Nonemployee Director Stock Ownership Plan (amended as of February 16, 1999, effective April 20, 1999) (Z) [Incorporated by reference from Exhibit A to the Company's Proxy Statement (Commission file number 1-3932) for the 1999 annual meeting of stockholders]
40 unchanged sentences
10(iii)(mm) Aircraft Time Sharing Agreement dated as of July 29, 2019 by and between Whirlpool Corporation and Marc Bitzer [Incorporated by reference from Exhibit 10.1 to the Company's Form 10-Q (Commission file number 1-3932) for the quarter ended September 30, 2019]
+Added: 18.1 Letter from Ernst & Young LLP dated April 22, 2021 [Incorporated by reference from Exhibit 18.1 to the Company’s Form 10-Q (Commission file number 1-3932) for the quarter ended March 31, 2021]
21* List of Subsidiaries
+Added: 22* List of Guarantors and Subsidiary Issuers of Guaranteed Securities
23* Consent of Independent Registered Public Accounting Firm
75 unchanged sentences
Basis for Opinion
−Removed: These financial statements are the responsibility of the Company's management.
+Added: T hese financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
11 unchanged sentences
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
−Removed: Valuation of Europe, Middle East, and Africa (EMEA) Reporting Unit Goodwill and Certain Indefinite Lived Intangible Assets
−Removed: Description of the Matter At December 31, 2020, the balance of the Company’s goodwill related to the EMEA reporting unit was $329 million and the balance of the Hotpoint and JennAir indefinite lived brand intangible asset was $158 million and $304 million, respectively.
−Removed: As discussed in Note 1, Note 6, and Note 11 to the consolidated financial statements, goodwill and indefinite lived intangible assets are tested for impairment at least annually or when impairment indicators are present at the reporting unit or intangible asset level, respectively.
−Removed: Auditing management’s assessment of the estimated fair value of the EMEA reporting unit goodwill was complex and required the involvement of valuation specialists due to the judgmental nature of the assumptions utilized in the valuation process.
−Removed: The fair value estimate was sensitive to significant assumptions such as revenue growth, EBIT margins and the discount rate.
−Removed: The estimate also included assumptions related to the terminal growth rate, tax rate, capital expenditures, depreciation and amortization and changes in working capital requirements.
−Removed: In addition, auditing management’s assessment of the estimated fair value of both the Hotpoint and JennAir indefinite lived brand intangible assets was complex and required the involvement of valuation specialists due to the judgmental nature of the assumptions used in the valuation process.
−Removed: The fair value estimate was sensitive to significant assumptions such as future revenue, royalty rate and discount rate.
−Removed: The estimate also included assumptions related to the tax rate.
−Removed: How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill and indefinite lived intangible asset fair value assessment process.
−Removed: This included testing controls over management’s review over the projected financial information and other key assumptions used in the valuation model as well as controls over the carrying value of the EMEA reporting unit and both the Hotpoint and JennAir brand intangibles.
−Removed: To test the estimated fair value of goodwill related to the EMEA reporting unit as well as the Hotpoint and JennAir indefinite lived brand intangible assets, we performed audit procedures that included, among others, assessing methodologies used in the model and testing the significant assumptions discussed above.
−Removed: This included comparing the significant assumptions used by management to current industry and economic trends, changes to the Company’s business model, customer base or product mix and other relevant factors.
−Removed: We assessed the reasonableness of management’s projections used in the fair value calculation and obtained support for initiatives supporting these projections.
−Removed: We also compared previous forecasts to actual results to assess management’s forecasting process.
−Removed: For example, for forecasted revenue we compared the revenue growth assumptions to the Company’s historical growth rate, external economic and industry data, and various business plans designed to grow revenue.
−Removed: To assess the discount rate, we reviewed the methodology used by the Company and considered each input relative to current economic factors.
−Removed: We involved valuation specialists to assist in evaluating the key assumptions and methodologies.
−Removed: We performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the EMEA reporting unit and the indefinite lived intangible assets that would result from changes in the assumptions.
−Removed: In addition, we tested the mathematical accuracy of the model.
−Removed: Valuation of Unrecognized Income Tax Benefits and Indirect Tax Matters
−Removed: Description of the Matter As of December 31, 2020, the Company has Unrecognized Income Tax Benefits and indirect tax matters as described in Note 8 and Note 15 to the consolidated financial statements, respectively.
−Removed: These matters also include assessments disclosed in the BEFIEX Credits and Other Brazil Tax Matters section of Note 8 of $488 million related to Brazilian income tax and indirect tax matters.
−Removed: As described in Note 15, the Company has unrecognized tax benefits of $427 million.
+Added: Valuation of Unrecognized Income Tax Benefits
+Added: Description of the Matter As of December 31, 2021, the Company has Unrecognized Income Tax Benefits of $580 million as described in Note 15 to the consolidated financial statements.
The Company records the benefits of an uncertain tax position in the consolidated financial statements after determining it is more likely than not that the uncertain tax position will be sustained upon examination based on its technical merits.
−Removed: The Company accrues liabilities for the contingencies which relate to indirect tax matters when a loss probable and the amount or range of loss is reasonably estimable.
−Removed: Auditing management’s accounting and disclosure for these unrecognized tax benefits and indirect tax matters was complex because the evaluation is based on interpretations of domestic and international tax laws, is subjective, requires significant judgment and often requires the use of subject matter resources to assist in the evaluation.
−Removed: How We Addressed the Matter in Our Audit We identified and tested controls that address the risk of material misstatement relating to the valuation of these income tax and indirect tax matters.
+Added: Auditing management’s accounting and disclosure for these unrecognized tax benefits was complex because the evaluation is based on interpretations of domestic and international tax laws, is subjective, and requires significant judgement.
+Added: How We Addressed the Matter in Our Audit We identified and tested controls that address the risk of material misstatement relating to the valuation of these income tax matters.
This included, among others, testing controls over the Company’s process to assess the technical merits and measurement of these positions.
We also tested the Company’s process to determine the disclosure for these matters.
−Removed: With the assistance of our income tax professionals and subject matter resources, we performed audit procedures that included, among others, evaluating the technical merits, measurement and related disclosure for the Company’s positions.
−Removed: For example, we assessed the inputs utilized and the conclusions reached in the assessments performed by the management, and compared the methods used to alternative methods.
−Removed: We also reviewed certain legal opinions obtained from external advisors and internal legal counsel, examined the Company’s communications with the relevant tax authorities and read the minutes of the meetings of the committees of the board of directors.
+Added: With the assistance of our income tax professionals, we performed audit procedures that included, among others, evaluating the technical merits, measurement and related disclosure for the Company’s positions.
+Added: For example, we assessed the inputs utilized and the conclusions reached in the assessments performed by management.
+Added: We also examined the Company’s communications with the relevant tax authorities and read the minutes of the meetings of the committees of the board of directors.
In addition, we used our knowledge of historical settlement activity, tax laws, and other market information to evaluate the technical merits of the Company’s positions.
−Removed: Furthermore, we monitored leading cases within the respective jurisdictions to determine if precedence set in those rulings impacted the Company’s cases and we monitored external sources for any information which could impact these cases.
Revenue Recognition - Completeness and Valuation of Customer Sales Incentives (Promotions Liabilities)
−Removed: Description of the Matter At December 31, 2020, the Company’s accrued promotional liability was $831 million.
+Added: Description of the Matter As of December 31, 2021, the Company’s accrued promotional liability was $854 million.
As discussed in Note 2 to the consolidated financial statements, the Company recognizes a reduction to revenue and a corresponding accrued promotional liability based on the amount of customer sales incentives to be paid to trade customers.
8 unchanged sentences
We also performed analytical procedures on a disaggregated level and performed inquiries of sales personnel and key finance management personnel.
−Removed: In addition, we sent confirmations to third parties, which included confirmation of the sales incentive amounts owed to customers.
/s/ Ernst & Young LLP
50 unchanged sentences
(1) With respect to allowance for doubtful accounts, the amounts represent accounts charged off, net of translation adjustments and transfers.
−Removed: In 2018 the amount also includes an adjustment for Embraco compressor business, for additional information refer to Note 17 to the Consolidated Financial Statements.
Recoveries were nominal for 2021, 2020 and 2019.
2 unchanged sentences
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.