UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14 (a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box:
Preliminary Proxy Statement Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12 CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14A-6 (E) (2))

Payment of Filing Fee (Check the appropriate box) :
No fee required. Fee computed on table below per Exchange Act Rules 14a-6 (i) (4) and 0-11. (1) Title of each class of securities to which transactions applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transactions computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined) : (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed:

Notes: Reg. (S) 240.14a-101 SEC 1913 (3–99)

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⌧ ⌧

WHIRLPOOL CORPORATION
(Name of Registrant as Specified In Its Charter) (Name of Person (s) Filing Proxy Statement, if other than the Registrant)


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WHIRLPOOL CORPORATION Administrative Center 2000 North M-63 Benton Harbor, Michigan 49022-2692 To Our Stockholders: It is my pleasure to invite you to attend the 2012 Whirlpool Corporation annual meeting of stockholders to be held on Tuesday, April 17, 2012, at 8:00 a.m., Chicago time, at 120 East Delaware Place, 8th Floor, Chicago, Illinois. At the meeting, stockholders will vote on the matters set forth in the formal notice of the meeting that follows on the next page. In addition, we will discuss Whirlpool’s 2011 performance and the outlook for this year, and answer your questions. A financial supplement containing important financial information about Whirlpool is contained in Part II of this booklet. We have also included with this booklet an annual report that includes summary financial and other important information. We are pleased to once again furnish proxy materials to our stockholders on the Internet. We believe this approach provides our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our annual meeting. Your vote is important. We urge you to please vote your shares now whether or not you plan to attend the meeting. You may revoke your proxy at any time prior to the proxy being voted by following the procedures described in Part I of this booklet. Your vote is important and much appreciated!

JEFF M. FETTIG Chairman of the Board and Chief Executive Officer

March 5, 2012


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NOTICE OF 2012 ANNUAL MEETING OF STOCKHOLDERS The 2012 annual meeting of stockholders of WHIRLPOOL CORPORATION will be held at 120 East Delaware Place, 8th Floor, Chicago, Illinois, on Tuesday, April 17, 2012, at 8:00 a.m., Chicago time, for the following purposes: 1. to elect twelve persons to Whirlpool’s Board of Directors; 2. to approve, on an advisory basis, Whirlpool’s executive compensation; 3. to ratify the appointment of Ernst & Young LLP as Whirlpool’s independent registered public accounting firm for 2012; 4. to vote on a stockholder proposal, if properly presented at the meeting, to require shareholder approval of certain executive agreements described in this proxy statement; and 5. to transact such other business as may properly come before the meeting. A list of stockholders entitled to vote at the meeting will be available for examination by any stockholder for any purpose relevant to the meeting during ordinary business hours for at least ten days prior to April 17, 2012, at Whirlpool’s Administrative Center, 2000 North M-63, Benton Harbor, Michigan 49022-2692.

By Order of the Board of Directors

KIRSTEN J. HEWITT Senior Vice President Corporate Affairs, General Counsel, and Corporate Secretary

March 5, 2012


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TABLE OF CONTENTS
Page

Part I – Proxy Statement Information about Whirlpool Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Information about the Annual Meeting and Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stockholder Proposals and Director Nominations for 2013 Meeting . . . . . . . . . . . . . . . . . Directors and Nominees for Election as Directors (Item 1) . . . . . . . . . . . . . . . . . . . . . . . . Board of Directors and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nonemployee Director Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Security Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Beneficial Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Section 16(a) Beneficial Ownership Reporting Compliance . . . . . . . . . . . . . . . . . . . . . . . Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Human Resources Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Executive Compensation Tables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Summary Compensation Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Grants of Plan-Based Awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding Equity Awards at Fiscal Year-End . . . . . . . . . . . . . . . . . . . . . . . . . . . Option Exercises and Stock Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pension Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-Qualified Deferred Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Potential Post-Termination Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Advisory Vote to Approve Whirlpool’s Executive Compensation (Item 2) . . . . . . . . . . . Related Person Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Human Resources Committee Interlocks and Insider Participation . . . . . . . . . . . . . . . . . . Equity Compensation Plan Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Matters Relating to Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . Audit Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ratification of the Appointment of Ernst & Young LLP as Whirlpool’s Independent Registered Public Accounting Firm (Item 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stockholder Proposal (Item 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i 1 1 6 6 11 20 24 25 26 27 43 44 44 46 49 51 52 55 57 62 66 66 66 67 68 69 70


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Part II – Financial Supplement Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Five-Year Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1 F-2 F-3

Consolidated Statements of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-19 Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-20 Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-21 Consolidated Statements of Changes in Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . F-22 Notes to the Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-23 Report by Management on the Consolidated Financial Statements . . . . . . . . . . . . . . . . . F-49 Management’s Report on Internal Control Over Financial Reporting . . . . . . . . . . . . . . . F-50 Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . F-51 Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-52 Schedule II – Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-53

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PROXY STATEMENT Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on April 17, 2012: This Proxy Statement and the Accompanying Annual Report are Available at: www.whirlpoolcorp.com/annualreportandproxy Among other things, this proxy statement contains information regarding the date, time, and location of the meeting, the matters being submitted to the stockholders, and how to vote in person. To obtain directions to attend the annual meeting and vote in person, please contact Investor Relations at (269) 923-2641 or via e-mail at investor_relations@whirlpool.com. INFORMATION ABOUT WHIRLPOOL CORPORATION Whirlpool Corporation is the world’s leading manufacturer and marketer of major home appliances. We manufacture in 12 countries and market products in nearly every country around the world under brand names such as Whirlpool, Maytag, KitchenAid, JennAir, Amana, Bauknecht, Ignis, Brastemp, Consul, and Acros. We have approximately 68,000 employees worldwide. Our headquarters are located in Benton Harbor, Michigan, and our address is 2000 North M-63, Benton Harbor, Michigan 49022-2692. Our telephone number is (269) 923-5000. INFORMATION ABOUT THE ANNUAL MEETING AND VOTING Our 2012 annual meeting of stockholders will be held on Tuesday, April 17, 2012, at 8:00 a.m., Chicago time, at 120 East Delaware Place, 8th Floor, Chicago, Illinois. All stockholders as of the record date, or their duly appointed proxies, may attend the meeting. If you attend, please note that you may be asked to present valid picture identification. Please also note that if you hold your shares in “street name” (that is, through a broker or other nominee), you will need to bring a copy of your voting instruction card or brokerage statement reflecting your stock ownership as of the record date and check in at the registration desk at the meeting. Cameras, recording devices, cell phones, and other electronic devices will not be permitted at the meeting other than those operated by Whirlpool or its designees. All bags, briefcases, and packages will need to be checked at the door or will be subject to search. Information about this proxy statement Why you received this proxy statement. You have received these proxy materials because our Board of Directors (our “Board”) is soliciting your proxy to vote your shares at the annual meeting. This proxy statement includes information we are required to provide to you under the rules of the Securities and Exchange Commission and which is designed to assist you in voting your shares. On or about March 8, 2012, we intend to mail to our stockholders of record as of the close of business on February 21, 2012, a notice containing instructions on how to access this proxy statement and our annual report online. To serve you 1


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more efficiently and reduce costs, we encourage you to have all your accounts registered in the same name and address by contacting our transfer agent, Computershare Trust Company, N.A., Shareholder Services, at P.O. Box 43069, Providence, Rhode Island 02940-3069; phone number: (877) 453-1504; TDD/TTY for hearing impaired: (800) 952-9245. Notice of Electronic Availability of Proxy Statement and Annual Report. As permitted by Securities and Exchange Commission rules, we are making this proxy statement and our annual report available to our stockholders electronically via the Internet. On or about March 8, 2012, we intend to mail to our stockholders a notice containing instructions on how to access this proxy statement and our annual report and vote online. If you receive a notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the notice instructs you on how to access and review all of the important information contained in the proxy statement and annual report. The notice also instructs you on how you may submit your proxy over the Internet. If you receive a notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the notice. Householding. The Securities and Exchange Commission’s rules permit us to deliver a single notice or set of annual meeting materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one notice or set of annual meeting materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the notice or annual meeting materials, as requested, to any stockholders at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the notice or annual meeting materials, contact Broadridge Investor Communication Solutions, Inc. at (800) 542-1061 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future notices or annual meeting materials for your household, please contact Broadridge at the above phone number or address. Who can vote The record date for determining stockholders entitled to vote at the annual meeting is February 21, 2012. Each of the approximately 76,934,269 shares of Whirlpool common stock issued and outstanding on that date is entitled to one vote at the annual meeting. Information about voting and revocation of proxies A notice containing instructions on how to access this proxy statement electronically cannot be used to vote your shares. The notice does, however, provide instructions on how to vote by using the Internet, or by requesting and returning a paper proxy card or voting instruction card. 2


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If your shares are held in your name, you have the right to vote in person at the meeting. If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in street name. As the beneficial owner, you are also invited to attend the meeting. Since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the meeting unless you obtain a “legal proxy” from your broker or nominee that holds your shares, giving you the right to vote the shares at the meeting. Whether you hold shares directly as a stockholder of record or beneficially in street name, you may vote without attending the meeting. You may vote by granting a proxy or, for shares held beneficially in street name, by submitting voting instructions to your broker or nominee. In most cases, you will be able to do this by using the Internet, by telephone, or by mail if you received a printed set of the proxy materials. By Internet - If you have Internet access, you may submit your proxy by following the instructions provided in the notice of electronic availability, or if you received a printed version of the proxy materials by mail, by following the instructions provided with your proxy materials and on your proxy card or voting instruction card. By Telephone - If you have Internet access, you may obtain instructions on voting by telephone by following the Internet access instructions provided in the notice of electronic availability. If you received printed proxy materials, your proxy card or voting instruction card will provide instructions on voting by telephone. By Mail - If you received printed proxy materials, you may submit your proxy by mail by signing your proxy card if your shares are registered or, for shares held beneficially in street name, by following the voting instructions provided by your broker, nominee or trustee, and mailing it in the enclosed envelope. If you do not specify how you want to vote your shares on your proxy card or voting instruction card, or by voting over the Internet or telephone, we will vote them FOR the nominees named for director, FOR the approval of the compensation of Whirlpool’s named executive officers (“NEOs”), FOR ratification of the appointment of Ernst & Young, and AGAINST the stockholder proposal. If you are a stockholder of record, you may revoke your proxy at any time before it is exercised in any of three ways: (1) by submitting written notice of revocation to Whirlpool’s Corporate Secretary; (2) by submitting another proxy via the Internet, by telephone, or by mail that is later dated and, if by mail, that is properly signed; or (3) by voting in person at the meeting. If your shares are held in street name, you must contact your broker or nominee to revoke your proxy. If you participate in the Whirlpool 401(k) Retirement Plan and hold shares of Whirlpool stock in your plan account as of the record date, you will receive a request for voting instructions from the plan trustee (Vanguard) with respect to your plan shares. If you 3


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hold Whirlpool shares outside of the plan, you will vote those shares separately. You are entitled to direct Vanguard how to vote your plan shares. If you do not provide voting instructions to Vanguard by 11:59 p.m. Eastern time on April 12, 2012, the Whirlpool shares in your plan account will be voted by Vanguard in the same proportion as the shares held by Vanguard for which voting instructions have been received from other participants in the Plan. You may revoke your previously provided voting instructions by filing with Vanguard either a written notice of revocation or a properly executed proxy bearing a later date prior to the deadline for voting plan shares. Broadridge Investor Communication Solutions, Inc. will act as the independent inspector of election and will certify the results. Confidentiality of votes Whirlpool’s Board has adopted a policy requiring all votes to be kept confidential from management except when disclosure is made public by the stockholder, required by law, and/ or in other limited circumstances. Quorum Stockholders representing at least 50% of the common stock issued and outstanding as of the record date must be present at the annual meeting, either in person or by proxy, for there to be a quorum at the annual meeting. Abstentions and broker non-votes are counted as present for establishing a quorum. A broker non-vote occurs when a broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker or nominee does not have discretionary voting power and has not received instructions from the beneficial owner. Required vote Item 1 (Election of Directors). For more information on director elections, see “Board of Directors and Corporate Governance – Majority Voting for Directors; Director Resignation Policy” later in this proxy statement. For the election of directors (provided the number of nominees does not exceed the number of directors to be elected), each director must receive the majority of the votes cast with respect to that director (number of shares voted “for” a director must exceed the number of votes cast “against” that director). Item 2 (Advisory Vote to Approve Whirlpool’s Executive Compensation). The affirmative vote of a majority of the outstanding common stock present in person or represented by proxy at the annual meeting and entitled to vote is required to approve Whirlpool’s executive compensation. Item 3 (Ratification of Ernst & Young LLP). The affirmative vote of a majority of the outstanding common stock present in person or represented by proxy at the annual meeting and entitled to vote is required to approve the ratification of Ernst & Young as Whirlpool’s independent registered public accounting firm. 4


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Item 4 (Stockholder Proposal). The affirmative vote of a majority of the outstanding common stock present in person or represented by proxy at the annual meeting and entitled to vote is required to approve the stockholder proposal, if properly presented at the meeting. Other Business. The affirmative vote of a majority of the outstanding common stock present in person or represented by proxy at the annual meeting and entitled to vote is required to approve any other matter that may properly come before the meeting. Abstentions and broker non-votes Abstentions will have no effect on Item 1. Abstentions will be treated as being present and entitled to vote on Items 2 and 3, and on Item 4 if properly presented at the annual meeting, and therefore, will have the effect of votes against such proposals. If you do not provide your broker or other nominee with instructions on how to vote your street name shares, your broker or nominee will not be permitted to vote them on non-routine matters (a broker non-vote) such as Items 1, 2, and 4. Shares subject to a broker non-vote will not be considered entitled to vote with respect to Items 1, 2, and 4, and will not affect the outcome on those Items. Please note that brokers may no longer vote your shares on the election of directors in the absence of your specific instructions as to how to vote. We encourage you to provide instructions to your broker regarding the voting of your shares. Other business If any nominee named herein for election as a director is not available to serve, the accompanying proxy will be voted in favor of the remainder of those nominated and may be voted for a substitute person. Whirlpool expects all nominees to be available and knows of no matter to be brought before the annual meeting other than those covered in this proxy statement. If, however, any other matter properly comes before the annual meeting, we intend that the accompanying proxy will be voted thereon in accordance with the judgment of the persons voting such proxy. Solicitation costs Whirlpool will pay the expenses of the solicitation of proxies. We expect to pay fees of approximately $12,500 plus certain expenses for assistance by D.F. King & Co., Inc. in the solicitation of proxies. Proxies may be solicited by directors, officers, and Whirlpool employees and by D.F. King & Co., Inc. personally and by mail, telephone, or other electronic means.

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STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2013 MEETING Our annual meeting of stockholders is generally held the third Tuesday in April. Any stockholder proposal that you intend to have us include in our proxy statement for the annual meeting of stockholders in 2013 must be received by us by November 8, 2012, and must otherwise comply with the Securities and Exchange Commission’s rules in order to be eligible for inclusion in the proxy statement and proxy form relating to this meeting. Other proposals or a nomination for director to be submitted from the floor of the annual meeting of stockholders in 2013 must be received by the Corporate Secretary of Whirlpool personally or by registered or certified mail by January 16, 2013, and satisfy the procedures set forth in Whirlpool’s By-laws. ITEM 1 – DIRECTORS AND NOMINEES FOR ELECTION AS DIRECTORS As the world’s leading manufacturer and marketer of major home appliances with revenues of over $18 billion and global operations, we believe our Board should be composed of individuals with sophistication and experience in many substantive areas that impact our business. We believe experience, qualifications, or skills in one or more of the following areas are most important: international operations; marketing/branded consumer products; manufacturing; sales and distribution; legal/regulatory and government affairs; accounting, finance, and capital structure; strategic planning and leadership of complex organizations; human resources and development practices; design, innovation, and engineering; and board practices of other major corporations. These areas are in addition to the personal qualifications described in the section entitled “Director Nominations to be Considered by the Board” later in this proxy statement. We believe that all our current Board members possess the professional and personal qualifications necessary for board service, and have highlighted certain particularly noteworthy attributes for each Board member in the individual biographies below. In addition, length of service on our Board has provided several directors with significant exposure to both our business and the industry in which we compete.

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We currently have 12 directors on the Board. Directors who are elected will serve until our next annual meeting of stockholders and stand for reelection annually. The Board recommends a vote FOR the election of each of the directors nominated below. SAMUEL R. ALLEN, 58, has served as a director since 2010. Mr. Allen has been Chairman and Chief Executive Officer of Deere & Co., a farm machinery and equipment company, since February 2010, and a director since June 2009. Mr. Allen joined Deere & Co. in 1975 and since that time has held positions of increasing responsibility. As a result of these and other professional experiences, Mr. Allen possesses particular knowledge and experience in strategic planning and leadership of complex organizations; human resources and development practices; and design, innovation, and engineering that strengthen the Board’s collective qualifications, skills, and experience.

GARY T. DICAMILLO, 61, has served as a director since 1997. Mr. DiCamillo has been a Partner at Eaglepoint Advisors, LLC, a turnaround, restructuring, and crisis management firm, since January 2010. Prior to joining Eaglepoint Advisors, LLC, Mr. DiCamillo was President and Chief Executive Officer of Advantage Resourcing (formerly known as RADIA International), a professional and commercial staffing company, from 2005 until August 2009. Prior to holding that position, Mr. DiCamillo was President and Chief Executive Officer of TAC Worldwide Companies, a technical and professional staffing company, from 2002 to 2005. From 1995 to 2002, Mr. DiCamillo served as Chairman and Chief Executive Officer of Polaroid Corporation. Mr. DiCamillo is a director of Pella Corporation (1993 to 2007, and 2010 to present), The Sheridan Group, Inc. (since 1989), and previously served as a director of 3Com Corporation (2000 to 2010). As a result of these and other professional experiences, Mr. DiCamillo possesses particular knowledge and experience in marketing/branded consumer products; strategic planning and leadership of complex organizations; and accounting, finance, and capital structure that strengthen the Board’s collective qualifications, skills, and experience.

JEFF M. FETTIG, 55, has served as a director since 1999. Mr. Fettig has been Chairman of the Board and Chief Executive Officer of Whirlpool since 2004 after holding other positions of increasing responsibility since 1981. Mr. Fettig is also a director of The Dow Chemical Company (since 2003). As a result of these and other professional experiences, Mr. Fettig possesses particular knowledge and experience in marketing/branded consumer products; sales and distribution; and strategic planning and leadership of complex organizations that strengthen the Board’s collective qualifications, skills, and experience.

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KATHLEEN J. HEMPEL, 61, has served as a director since 1994. Ms. Hempel retired from Fort Howard Corporation, a manufacturer of paper and paper products, in 1997. At Fort Howard Corporation, she served as Vice Chairman and Chief Financial Officer, among other positions, beginning in 1973. Ms. Hempel is also a director of Oshkosh Corporation (since 1997) and previously served as a director of Actuant Corporation (2000 to 2008). As a result of these and other professional experiences, Ms. Hempel possesses particular knowledge and experience in accounting, finance, and capital structure; board practices of other major corporations; and human resources and development practices that strengthen the Board’s collective qualifications, skills, and experience.

MICHAEL F. JOHNSTON, 64, has served as a director since 2003. Mr. Johnston retired from Visteon Corporation, an automotive components supplier, in 2008. At Visteon, he served as Chairman of the Board, Chief Executive Officer, President, and Chief Operating Officer at various times since 2000. In May 2009, Visteon filed for voluntary reorganization under Chapter 11 of the U.S. Bankruptcy Code. Before joining Visteon, Mr. Johnston held various positions in the automotive and building services industry. Mr. Johnston is also a director of Flowserve Corporation (since 1997) and Armstrong World Industries, Inc. (since 2010). As a result of these and other professional experiences, Mr. Johnston possesses particular knowledge and experience in manufacturing; design, innovation, and engineering; and accounting, finance, and capital structure that strengthen the Board’s collective qualifications, skills, and experience.

WILLIAM T. KERR, 70, has served as a director since 2006 after serving eight years on the board of Maytag Corporation. Mr. Kerr has been President and Chief Executive Officer of Arbitron, Inc., a media and marketing services company, since January 2010 and a director of Arbitron since May 2007. From January 1998 to January 2010, Mr. Kerr was Chairman of the Board of Directors of Meredith Corporation, a diversified media company, and since 1991 held various other positions at Meredith, including Chief Executive Officer, President, and Chief Operating Officer, and was a director of Meredith from 1994 to February 2010. Mr. Kerr is also a director of Interpublic Group of Companies, Inc. (since 2006), and previously served as a director of The Principal Financial Group (2001 to 2010), and Storage Technology Corporation (1998 to 2005). As a result of these and other professional experiences, Mr. Kerr possesses particular knowledge and experience in marketing/branded consumer products; board practices of other major corporations; and legal/regulatory and government affairs that strengthen the Board’s collective qualifications, skills, and experience.

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JOHN D. LIU, 43, has served as a director since 2010. Mr. Liu has been the Chief Executive Officer of Essex Equity Management, a financial services company, and Managing Partner of Richmond Hill Investments, an investment management firm, since March 2008. Prior to that time, Mr. Liu was employed for 12 years by Greenhill & Co. Inc., a global investment banking firm, in positions of increasing responsibility including Chief Financial Officer. As a result of these and other professional experiences, Mr. Liu possesses particular knowledge and experience in accounting, finance, and capital structure; strategic planning and leadership of complex organizations; and legal/regulatory and government affairs that strengthen the Board’s collective qualifications, skills, and experience.

HARISH MANWANI, 58, has served as a director since 2011. Mr. Manwani is the Chief Operating Officer of Unilever, a global consumer product brands company, a position he was appointed to in September 2011. Mr. Manwani joined Hindustan Lever (HUL) in 1976, becoming a member of the HUL board in 1995, and since that time has held positions of increasing responsibility in Unilever which have given him wide ranging international marketing and general management experience. He is also non-executive chairman of Hindustan Lever Limited. Mr. Manwani also previously served as a director of ING Group (2008-2010). He has also served on the boards of various external bodies. As a result of these and other professional experiences, Mr. Manwani possesses particular knowledge and experience in international operations; sales and distribution; and strategic planning and leadership of complex organizations that strengthen the Board’s collective qualifications, skills, and experience. A third party search firm recommended Mr. Manwani to Whirlpool’s Corporate Governance and Nominating Committee and Board, after being brought to the search firm’s attention by Whirlpool’s Chief Executive Officer.

MILES L. MARSH, 64, has served as a director since 1990. Mr. Marsh retired from Fort James Corporation, a manufacturer and marketer of consumer paper products, in 2000. At Fort James Corporation, he served as Chairman of the Board, Chief Executive Officer, and President at various times beginning in 1995. Before joining Fort James Corporation, Mr. Marsh held various positions in the food products industry. He previously served as a director of GATX Corporation (1995 to 2006) and Morgan Stanley (1996 to 2005). As a result of these and other professional experiences, Mr. Marsh possesses particular knowledge and experience in international operations; accounting, finance, and capital structure; and strategic planning and leadership of complex organizations that strengthen the Board’s collective qualifications, skills, and experience.

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WILLIAM D. PEREZ, 64, has served as a director since 2009. Mr. Perez has been a Senior Advisor to Greenhill & Co., Inc., a global investment banking firm, since January 2010. Prior to joining Greenhill & Co., Inc., Mr. Perez was President and Chief Executive Officer of the Wm. Wrigley Jr. Company from 2006 to 2008, and President, Chief Executive Officer, and a member of the Board of Nike, Inc. from 2004 to 2006, after spending 34 years at S.C. Johnson at various positions, including Chief Executive Officer and President. Mr. Perez is also a director of Johnson & Johnson (since 2007) and Campbell Soup Company (since 2009) and previously served as a director of Kellogg Company (2000 to 2006). As a result of these and other professional experiences, Mr. Perez possesses particular knowledge and experience in sales and distribution; board practices of other major corporations; and international operations that strengthen the Board’s collective qualifications, skills, and experience.

MICHAEL A. TODMAN, 54, has served as a director since 2006. Mr. Todman has been President, Whirlpool International since January 2010 after holding other positions of increasing responsibility since 1993. Mr. Todman is also a director of Newell Rubbermaid Inc. (since 2007). As a result of these and other professional experiences, Mr. Todman possesses particular knowledge and experience in international operations; sales and distribution; and manufacturing that strengthen the Board’s collective qualifications, skills, and experience.

MICHAEL D. WHITE, 60, has served as a director since 2004. Mr. White has been President and Chief Executive Officer of The DIRECTV Group, Inc., a leading provider of digital television entertainment services, since January 2010, Chairman of the Board since June 2010, and a director since November 2009. From February 2003 until December 2009, Mr. White was Chief Executive Officer of PepsiCo International and Vice Chairman, PepsiCo, Inc. after holding positions of increasing importance with PepsiCo since 1990. As a result of these and other professional experiences, Mr. White possesses particular knowledge and experience in marketing/branded consumer products; accounting, finance, and capital structure; and legal/ regulatory and government affairs that strengthen the Board’s collective qualifications, skills, and experience.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE During 2011, our Board met nine times and had four committees. The committees consisted of an Audit Committee, a Human Resources Committee, a Corporate Governance and Nominating Committee, and a Finance Committee. Each director attended at least 75% of the total number of meetings of the Board and the Board committees on which he or she served. All directors properly nominated for election are expected to attend the annual meeting of stockholders. In 2011, all of our directors attended the annual meeting of stockholders. The table below breaks down 2011 committee membership for each committee and each director. Human Resources X Corporate Governance and Nominating X

Name Mr. Allen Mr. DiCamillo Mr. Fettig Ms. Hempel Mr. Johnston Mr. Kerr Mr. Liu Mr. Manwani Mr. Marsh Mr. Perez Mr. Todman Mr. White 2011 Meetings

Audit Chair X X

Finance X Chair

X X

Chair X X X X X X 3

X

X X Chair 4 Audit Committee

8

3

The members of the Audit Committee are Mr. DiCamillo (Chair), Ms. Hempel, Mr. Johnston, Mr. Liu, and Mr. Marsh. Pursuant to a written charter, the Audit Committee provides independent and objective oversight of our accounting functions and internal controls and monitors the objectivity of our financial statements. The Audit Committee assists Board oversight of: 1. the integrity of our financial statements; 2. our compliance with legal and regulatory requirements; 3. the independent registered public accounting firm’s qualifications and independence; and 11


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4. the performance of our internal audit function and independent registered public accounting firm. In performing these functions, the Audit Committee is responsible for the review and discussion of the annual audited financial statements, quarterly financial statements and related reports with management, and the independent registered public accounting firm. These related reports include our disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The Audit Committee also monitors policies and guidelines with respect to risk assessment and risk management, the adequacy of financial disclosure, retains and/or terminates our independent registered public accounting firm, and exercises sole authority to review and approve all audit engagement fees and terms. The Audit Committee approves in advance the nature, extent, and cost of all internal controlrelated and permissible non-audit services provided by the independent registered public accounting firm, and also reviews annual reports from the independent registered public accounting firm regarding its internal quality control procedures. Under its charter, the Audit Committee is comprised solely of three or more independent directors who meet the enhanced independence standards for audit committee members set forth in the New York Stock Exchange (“NYSE”) listing standards (which incorporates the standards set forth in the rules of the Securities and Exchange Commission). The Board has determined that each member of the Audit Committee satisfies the financial literacy qualifications of the NYSE listing standards and that Mr. DiCamillo satisfies the “audit committee financial expert” criteria established by the Securities and Exchange Commission and has accounting and financial management expertise as required under the NYSE listing rules. Human Resources Committee The members of the Human Resources Committee are Mr. White (Chair), Mr. Allen, Mr. Kerr, Mr. Marsh, and Mr. Perez. Pursuant to a written charter, the Human Resources Committee assures the adequacy of the compensation and benefits of Whirlpool’s officers and top management and compliance with any executive compensation disclosure requirements. In performing these functions, the Human Resources Committee has sole authority and responsibility to select, retain, and terminate any consulting firm assisting in the evaluation of director, CEO, or senior executive compensation. The Human Resources Committee has the following duties and responsibilities, among others: 1. reviews and approves corporate goals and objectives relevant to CEO compensation, evaluates the CEO’s performance in light of these goals and objectives, and sets the CEO’s compensation level based on this evaluation and other relevant business information; 2. determines and approves the compensation and other employment arrangements for Whirlpool’s executive officers; 3. makes recommendations to the Board with respect to incentive compensation and equity-based plans; and 12


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4. determines and approves equity grants for executive officers and each individual subject to Section 16 of the Securities Exchange Act of 1934. The Human Resources Committee has the authority to form subcommittees and delegate to those subcommittees certain actions. Under its charter, the Human Resources Committee is comprised solely of three or more independent directors who meet the independence standards under the NYSE listing standards. For information about the Human Resources Committee’s processes for establishing and overseeing executive compensation, refer to “Compensation Discussion and Analysis – Role of the Human Resources Committee.” Corporate Governance and Nominating Committee The members of the Corporate Governance and Nominating Committee are Mr. Johnston (Chair), Mr. Allen, Mr. Kerr, Mr. Manwani, and Mr. White. Pursuant to a written charter, the Corporate Governance and Nominating Committee provides oversight on the broad range of issues surrounding the composition and operation of the Board, including: 1. identifying individuals qualified to become Board members; 2. recommending to the Board director nominees for the next annual meeting of stockholders; 3. recommending to the Board a set of corporate governance principles applicable to Whirlpool; and 4. recommending to the Board changes relating to director compensation. The Corporate Governance and Nominating Committee also provides recommendations to the Board in the areas of committee selection and rotation practices, evaluation of the overall effectiveness of the Board and management, and review and consideration of developments in corporate governance practices. The Corporate Governance and Nominating Committee retains the sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm’s fees and other retention terms. To assist the Corporate Governance and Nominating Committee in identifying potential director nominees who meet the criteria and priorities established from time to time and facilitate the screening and nomination process for such nominees, the Corporate Governance and Nominating Committee has retained a third party search firm. During 2011, we engaged RSR Partners to assist the Corporate Governance and Nominating Committee in identifying and soliciting potential candidates to join our Board. On an annual basis, the Corporate Governance and Nominating Committee solicits input from the full Board and conducts a review of the effectiveness of the operation of the Board and Board committees, including reviewing governance and operating practices and the Corporate Governance Guidelines for Operation of the Board of Directors. Under its charter, the Corporate Governance and Nominating Committee is comprised solely of three or more independent directors who meet the independence standards under the NYSE listing standards. 13


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Finance Committee The members of the Finance Committee are Ms. Hempel (Chair), Mr. DiCamillo, Mr. Liu, Mr. Manwani, and Mr. Perez. Pursuant to a written charter, the Finance Committee considers issues impacting our financial structure and makes recommendations to the Board. The Finance Committee develops capital policies and strategies to set an acceptable capital structure, regularly reviews dividend action, liquidity management, adequacy of insurance coverage, the annual business plan as it relates to funds flow, capital expenditure and financing requirements, capital investment projects, major financial transactions, and tax and planning strategy and initiatives. The Finance Committee also provides oversight of the Pension Fund Committee with respect to pension plan investment policies and plan funding requirements. Director Independence The Corporate Governance and Nominating Committee conducts an annual review of the independence of the members of the Board and its committees, and reports its findings to the full Board. Ten of our 12 directors are nonemployee directors (all except Messrs. Fettig and Todman). Although the Board has not adopted categorical standards of materiality for independence purposes (other than those set forth in the NYSE listing standards), information provided by the directors and Whirlpool did not indicate any relationships (e.g., commercial, industrial, banking, consulting, legal, accounting, charitable, or familial), which would impair the independence of any of the nonemployee directors. Based on the report and recommendation of the Corporate Governance and Nominating Committee, the Board has determined that each of its nonemployee directors satisfies the independence standards set forth in the listing standards of the NYSE. Board Leadership Structure As noted above, our Board is currently comprised of ten independent and two employee directors. Mr. Fettig has served as Chairman of the Board and Chief Executive Officer since July 2004, and has been a member of our Board since June 1999. Since 2003, the Board has designated one of the independent directors as Presiding Director. We believe that the number of independent, experienced directors that make up our Board, along with the independent oversight of our Presiding Director, benefits Whirlpool and its stockholders. We recognize that different board leadership structures may be appropriate for companies in different situations and believe that no one structure is suitable for all companies. We believe our current Board leadership structure is optimal for us because it demonstrates to our employees, suppliers, customers, and other stakeholders that Whirlpool is under strong leadership, with a single person setting the tone and having primary responsibility for managing our operations. Having a single leader for both the company and the Board eliminates the potential for confusion or duplication of efforts, and provides clear leadership for Whirlpool. We believe Whirlpool, like many U.S. companies, has been wellserved by this leadership structure. 14


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Because the positions of Chairman of the Board and Chief Executive Officer are held by the same person, the Board believes it is appropriate for the independent Directors to elect one independent Director to serve as a Presiding Director. In addition to presiding at executive sessions of nonemployee directors, the Presiding Director has the responsibility to: (1) coordinate with the Chairman of the Board and Chief Executive Officer in establishing the annual agenda and topic items for Board meetings; (2) retain independent advisors on behalf of the Board as the Board may determine is necessary or appropriate; (3) assist the Human Resources Committee with the annual evaluation of the performance of the Chairman of the Board and Chief Executive Officer, and in conjunction with the Chair of the Human Resources Committee, meet with the Chairman of the Board and Chief Executive Officer to discuss the results of such evaluation; and (4) perform such other functions as the independent directors may designate from time to time. Mr. Johnston is currently serving as the Presiding Director. Our Board conducts an annual evaluation in order to determine whether it and its committees are functioning effectively. As part of this annual self-evaluation, the Board evaluates whether the current leadership structure continues to be optimal for Whirlpool and its stockholders. Our Corporate Governance Guidelines provide the flexibility for our Board to modify or continue our leadership structure in the future, as it deems appropriate. Risk Oversight Our Board is responsible for overseeing Whirlpool’s risk management process. The Board focuses on Whirlpool’s general risk management strategy, the most significant risks facing Whirlpool, and ensures that appropriate risk mitigation strategies are implemented by management. The Board is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters. The Board has delegated to the Audit Committee oversight of Whirlpool’s risk management process. Among its duties, the Audit Committee reviews with management: (a) Whirlpool policies with respect to risk assessment and management of risks that may be material to Whirlpool, (b) Whirlpool’s system of disclosure controls and system of internal controls over financial reporting, and (c) Whirlpool’s compliance with legal and regulatory requirements. The Audit Committee is also responsible for reviewing major legislative and regulatory developments that could materially impact Whirlpool’s contingent liabilities and risks. Our other Board committees also consider and address risk as they perform their respective committee responsibilities. All committees report to the full Board as appropriate, including when a matter rises to the level of a material or enterprise level risk. Whirlpool’s management is responsible for day-to-day risk management. Our treasury, risk management, and internal audit areas serve as the primary monitoring and testing function for company-wide policies and procedures, and manage the day-to-day oversight of the risk management strategy for the ongoing business of Whirlpool. This oversight includes identifying, evaluating, and addressing potential risks that may exist at the enterprise, strategic, financial, operational, and compliance and reporting levels. 15


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We believe the division of risk management responsibilities described above is an effective approach for addressing the risks facing Whirlpool and that our Board leadership structure supports this approach. Compensation Risk Assessment Whirlpool regularly reviews its employee compensation programs based on several criteria, including the extent to which they may result in risk to the company. Our compensation function, with assistance from the risk management and internal audit functions, annually assesses whether our compensation programs create incentives or disincentives that materially affect risk taking or are reasonably likely to have a material adverse effect on the company. The Human Resources Committee, with the assistance of Frederic W. Cook & Co. (“Cook & Co.”), evaluates the results of this assessment. As part of this assessment, management and the Human Resources Committee considered the following features of our compensation programs: (i) annual and long-term performance metrics used in our global compensation programs are multiple, balanced and more heavily weighted toward corporatewide, audited metrics; (ii) the metrics used in the executive compensation programs are approved by the Human Resources Committee which is composed solely of independent directors; (iii) the Human Resources Committee retains an independent advisor that is involved with an ongoing review of the executive compensation program; (iv) long-term incentive compensation represents a significant portion of our compensation mix; (v) significant stock ownership guidelines for executives; (vi) claw-back provisions have been added to some compensation programs to deal with misconduct; and (vii) commission incentive programs are designed to pay out based on profitability and are subject to multiple layers of management review including an annual review of plan design and results by regional senior management. Based on this assessment, the Human Resources Committee has concluded that our compensation programs do not create risks that would be reasonably likely to have a material adverse effect on the company. Executive Sessions of Nonemployee Directors The Board holds executive sessions of its nonemployee directors generally at each regularly scheduled meeting. The Presiding Director serves as the chairperson for these executive sessions. Communications Between Stockholders and the Board Interested parties, including stockholders, may communicate directly with the Chairman of the Audit Committee or the nonemployee directors as a group by writing to those individuals or the group at the following address: Whirlpool Corporation, 27 North Wacker Drive, Suite 615, Chicago, Illinois 60606-2800. This address is administered by an independent maildrop business. If correspondence is received by the Corporate Secretary, it will be forwarded to the appropriate person or persons in accordance with the procedures adopted by a majority of the independent directors of the Board with a copy to the Presiding Director. When reporting a concern, please supply sufficient information so that the matter 16


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may be addressed properly. Although you are encouraged to identify yourself to assist Whirlpool in effectively addressing your concern, you may choose to remain anonymous, and Whirlpool will use reasonable efforts to preserve your anonymity to the extent appropriate or permitted by law. Corporate Governance Guidelines for Operation of the Board of Directors Whirlpool is committed to the highest standards of corporate governance. On the recommendation of the Corporate Governance and Nominating Committee, the Board adopted a set of Corporate Governance Guidelines for Operation of the Board of Directors. The desired personal and experience qualifications for director nominees are described in more detail below under the caption “Director Nominations to be Considered by the Board.” Majority Voting for Directors; Director Resignation Policy Whirlpool’s By-laws require directors to be elected by the majority of the votes cast with respect to such director in uncontested elections (number of shares voted “for” a director must exceed the number of votes cast “against” that director). In a contested election (a situation in which the number of nominees exceeds the number of directors to be elected), directors will be elected by a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. If a nominee who is serving as a director is not elected at the annual meeting, under Delaware law the director would continue to serve on the Board as a “holdover director.” However, under our Board’s policy, any director who fails to be elected must offer to tender his or her resignation to the Board. The Board shall nominate for election or reelection as director only candidates who agree to tender, promptly following the annual meeting at which they are elected or reelected as director, irrevocable resignations that will be effective upon (1) the failure to receive the required vote at the next annual meeting at which they face reelection and (2) Board acceptance of such resignation. In addition, the Board shall fill director vacancies and new directorships only with candidates who agree to tender, promptly following their appointment to the Board, the same form of resignation tendered by other directors in accordance with this Board policy. If an incumbent director fails to receive the required vote for reelection, the Corporate Governance and Nominating Committee will act on an expedited basis to determine whether to accept the director’s resignation and will submit such recommendation for prompt consideration by the Board. The Board expects the director whose resignation is under consideration to abstain from participating in any decision regarding that resignation. The Corporate Governance and Nominating Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director’s resignation.

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Code of Ethics All of Whirlpool’s directors and employees, including its Chief Executive Officer, Chief Financial Officer, and other senior financial officers, are required to abide by our longstanding Code of Ethics, augmented to comply with the requirements of the NYSE and Securities and Exchange Commission, to ensure that Whirlpool’s business is conducted in a consistently legal and ethical manner. The Code of Ethics covers all areas of professional conduct, including employment policies, conflicts of interest, fair dealing, and the protection of confidential information, as well as strict adherence to all laws and regulations applicable to the conduct of our business. We intend to disclose future amendments to, or waivers from, certain provisions of the Code of Ethics for executive officers and directors on the Whirlpool website within four business days following the date of any such amendment or waiver. Director Nominations to be Considered by the Board Stockholders entitled to vote in the election of directors of the Board may nominate director candidates at times other than at the annual meeting. For a nomination to be properly made by any stockholder and be considered for recommendation by the Board to the stockholders and included in our proxy statement for the 2013 annual meeting, written notice of such stockholder’s nomination must be given, either by personal delivery or by registered or certified United States mail, postage prepaid, to the Corporate Secretary of Whirlpool (and must be received by the Corporate Secretary) by November 8, 2012. Such notice shall set forth all of the information required by Article II, Section 11 of our By-laws. Our By-laws are posted for your convenience on the Whirlpool website: www.whirlpoolcorp.com. Whirlpool believes that all nominees must, at a minimum, meet the selection criteria established by the Corporate Governance and Nominating Committee. The Board evaluates director nominees recommended by stockholders in the same manner in which it evaluates other director nominees. Whirlpool has established through its Corporate Governance and Nominating Committee selection criteria that identify desirable skills and experience for prospective Board members, including those properly nominated by stockholders. The Board, with the assistance of the Corporate Governance and Nominating Committee, selects potential new Board members using criteria and priorities established from time to time. Desired personal qualifications for director nominees include: intelligence, integrity, strength of character, and commitment. Nominees should also have the sense of timing required to assess and challenge the way things are done and recommend alternative solutions to problems; the independence necessary to make an unbiased evaluation of management performance and effectively carry out responsibilities of oversight; an awareness of both the business and social environment in which today’s corporation operates; and a sense of urgency and spirit of cooperation that will enable them to interact with other Board members in directing the future, profitable growth of Whirlpool. Desired experience for director nominees includes: at least ten years of experience in a senior executive role with a major business organization, preferably, as either Chief Executive Officer or Chairman (equivalent relevant experience from other backgrounds such as academics or government may also be considered); a proven record of accomplishment and line operating (or 18


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equivalent) experience; first-hand experience with international operations; a working knowledge of corporate governance issues and the changing role of the Board; and exposure to corporate programs designed to create shareholder value, while balancing the needs of all stakeholders. Director nominees should not be employed by or affiliated with any organization that has significantly competitive lines of business or that may otherwise present a conflict of interest. The composition, skills, and needs of the Board change over time and will be considered in establishing the profile of desirable candidates for any specific opening on the Board. The Corporate Governance and Nominating Committee has determined that it is desirable for the Board to have a variety of differences in viewpoints, professional experiences, educational background, skills, race, gender, age, and national origin, and considers issues of diversity and background in its selection process. Available Information Whirlpool’s current Corporate Governance Guidelines, Code of Ethics, and written charters for its Audit, Finance, Human Resources, and Corporate Governance and Nominating committees are posted on the Whirlpool website: www.whirlpoolcorp.com – scroll over the “Responsibility” dropdown menu, then “Governance,” then click on “Board of Directors.” Stockholders may also request a free copy of these documents from: Joe Lovechio, Senior Director, Investor Relations, Whirlpool Corporation, 2000 North M-63, Mail Drop 2800, Benton Harbor, Michigan 49022-2692; (269) 923-2641.

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NONEMPLOYEE DIRECTOR COMPENSATION The elements of our 2011 director compensation are reflected in the table below. Only nonemployee directors receive compensation for their services as a director. We believe that it is important to attract and retain outstanding nonemployee directors. One way we achieve this goal is through a competitive compensation program. 2011 Nonemployee Director Compensation Type of Compensation Annual Cash Retainer Annual Stock Awards Retainer* Annual Retainer for Committee Chair (in addition to other retainers): Audit Committee All Other Committees Annual Retainer for Presiding Director (in addition to other retainers) Amount $110,000 1,277 shares

$20,000 $10,000 $20,000

* See “Nonemployee Director Equity” below for an explanation of how the number of shares was calculated for 2011.

Nonemployee Director Equity In 2011, our nonemployee director compensation program included the following equity payments from Whirlpool’s Omnibus Stock and Incentive Plan: (1) a one-time grant of 1,000 shares of common stock made at the time a director first joins the Board; and (2) a grant of stock on the date of the annual meeting of stockholders, with the number of shares to be issued determined by dividing $110,000 by the price of a single share of Whirlpool common stock at the close of business on the day of the annual meeting of stockholders. Deferral of Annual Retainer and Stock Grants A nonemployee director may elect to defer any portion of the annual cash retainer and annual stock awards retainer until he or she ceases to be a director. Under this policy, when the director’s term ends, any deferred annual retainer will be made in a lump sum or in monthly or quarterly installments. In addition, payment of any deferred annual stock grant will be made as soon as is administratively feasible. Annual cash retainers deferred on or before December 31, 2004, accrue interest quarterly at a rate equal to the prime rate in effect from time to time. Annual cash retainers deferred after December 31, 2004, may be allocated to notional investments that mirror those available to participants in our U.S. 401(k) plan, with the exception of the Whirlpool stock fund.

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Stock Ownership Guidelines Stock ownership guidelines, which are approved by the Board, support the objective of increasing the amount of Whirlpool stock owned by nonemployee directors. Ensuring that our nonemployee directors have a significant stake in Whirlpool’s long-term success aligns the interests of such directors with those of our stockholders. These ownership guidelines are based on a review of competitive market practice conducted by Cook & Co. The Board has established a guideline for nonemployee directors to have equity ownership of Whirlpool stock equal in value to five times the basic annual cash retainer, with a five-year timetable to obtain this objective. Each nonemployee director’s progress on achieving the requisite level of ownership is reviewed annually. As of the end of 2011, all nonemployee directors met, or were on track to meet, this requirement. Charitable Program Through 2007, each nonemployee director, upon election or reelection to the Board, could choose to relinquish all or a portion of the annual cash retainer, in which case Whirlpool may, at its sole discretion, then make an award to a charitable organization upon the director’s death. Under the program, the election to relinquish compensation is irreversible, and Whirlpool may choose to make contributions in the director’s name to as many as three charities. The Board of Directors eliminated this program, prospectively, as of January 1, 2008. Mr. White is the only active director with an outstanding benefit under this program. In addition, a director’s qualifying charitable contributions of up to $10,000 will be matched by the Whirlpool Foundation annually. Term Life and Travel Accident Insurance Whirlpool pays the premiums to provide each nonemployee director who was on the Whirlpool Board as of January 1, 2011, with term life insurance while serving as a director, unless the director has opted out of coverage. The coverage amount is equal to one-tenth of the director’s basic annual cash retainer times the director’s months of service (not to exceed 120). In addition, Whirlpool also provides each nonemployee director who was on the Whirlpool Board as of January 1, 2011, with travel accident insurance of $1 million when traveling on Whirlpool business. Whirlpool Appliances For evaluative purposes, Whirlpool permits nonemployee directors to test Whirlpool products for home use. The cost to Whirlpool of this arrangement in 2011 (based on distributor price of products and delivery, installation, and service charges) did not exceed $7,800 for any one nonemployee director or $12,500 for all nonemployee directors as a group. Directors are not reimbursed for any income taxes they incur as a result of this policy.

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Business Expenses Whirlpool reimburses nonemployee directors for business expenses related to their attendance at Whirlpool meetings, including room, meals and transportation to and from Board and committee meetings (e.g., commercial or private flights, cars and parking). On rare occasions, a director’s spouse or other family member may accompany a director on a flight on Whirlpool aircraft. No additional operating cost is incurred in such situations. Directors are reimbursed for attendance at qualified third-party director education programs. Nonemployee Director Compensation Table
Name Samuel R. Allen Gary T. DiCamillo Kathleen J. Hempel Michael F. Johnston William T. Kerr John D. Liu Harish Manwani(4) Miles L. Marsh William D. Perez Michael D. White Fees Earned or Paid in Cash(1) ($) 110,000 130,000 120,000 140,000 110,000 110,000 41,250 110,000 110,000 120,000 Stock Awards(2) ($) 109,950 109,950 109,950 109,950 109,950 109,950 63,460 109,950 109,950 109,950 All Other Compensation(3) ($) 2,882 1,411 2,165 250 1,200 1,428 – 2,165 8,268 26,137 Total ($) 222,832 241,361 232,115 250,200 221,150 221,378 104,710 222,115 228,218 256,087

(1) The aggregate dollar amount of all fees earned or paid in cash for services as a director, including all annual retainer fees, before deferrals and relinquishments. (2) Reflects the fair value of shares of common stock, before deferrals, awarded in 2011 on the award date. Mr. Manwani received an award of 1,000 shares of common stock at the time he was appointed to the Whirlpool Board of Directors in August 2011, while all other awards relate to the annual grant of 1,277 shares of common stock in April 2011. The fair value of the stock awards for financial reporting purposes will likely vary from the amount the director actually receives based on a number of factors, including stock price fluctuations and timing of sale. See the “Stock Options and Incentive Plans” Note to the Consolidated Financial Statements contained in the Financial Supplement to this proxy statement for a discussion of the relevant assumptions used to account for these awards. As of December 31, 2011, none of our nonemployee directors was deemed to have outstanding stock awards because all stock awards vest immediately.

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(3) The table below presents an itemized account of “All Other Compensation” provided in 2011 to the nonemployee directors. Life Insurance Premiums ($) – – 1,915 – 950 215 – 1,915 295 1,333 Charitable Program(a) ($) – – – – – – – – – 24,554 Whirlpool Appliances and Other Benefits ($) 2,882 1,411 250 250 250 1,213 – 250 7,973 250

Name Samuel R. Allen Gary T. DiCamillo Kathleen J. Hempel Michael F. Johnston William T. Kerr John D. Liu Harish Manwani Miles L. Marsh William D. Perez Michael D. White

Total ($) 2,882 1,411 2,165 250 1,200 1,428 – 2,165 8,268 26,137

(a) Includes 2011 interest cost related to the Charitable Program. The maximum amount payable under the Charitable Program upon Mr. White’s death is $1.5 million. (4) Mr. Manwani was appointed to the Whirlpool Board of Directors in August 2011.

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SECURITY OWNERSHIP The following table presents the ownership on December 31, 2011, of the only persons known by us as of February 21, 2012, to beneficially own more than 5% of our common stock based upon statements on Schedule 13G filed by such persons with the Securities and Exchange Commission.
Schedule 13G Filed On 2/13/2012 Name and Address of Beneficial Owner PRIMECAP Management Company(1) 225 South Lake Avenue, #400 Pasadena, CA 91101 Vanguard Chester Funds – Vanguard Primecap Fund(2) 100 Vanguard Blvd. Malvern, PA 19355 T. Rowe Price Associates, Inc.(3) 100 E. Pratt Street Baltimore, MD 21202 Allianz Global Investors Capital LLC(4) 600 West Broadway, Suite 2900 San Diego, CA 92101 The Vanguard Group, Inc.(5) 100 Vanguard Blvd. Malvern, PA 19355 Shares Beneficially Owned Percent of Class

11,009,310

14.31%

1/27/2012

5,900,000

7.67%

2/9/2012

5,285,129

6.87%

2/9/2012

4,038,765

5.25%

2/10/2012

3,951,455

5.14%

(1) Based solely on a Schedule 13G/A filed with the Securities and Exchange Commission by PRIMECAP Management Company (“PRIMECAP”), a registered investment advisor. PRIMECAP has sole voting power with respect to 2,530,310 shares and sole dispositive power with respect to all shares. (2) Based solely on a Schedule 13G/A filed with the Securities and Exchange Commission by Vanguard Chester Funds – Vanguard Primecap Fund (“Vanguard Funds”), a registered investment advisor. Vanguard Funds have sole voting power with respect to all shares. (3) Based solely on a Schedule 13G/A filed with the Securities and Exchange Commission by T. Rowe Price Associates, Inc. (“T. Rowe Price”). T. Rowe Price has sole voting power with respect to 1,360,843 shares and sole dispositive power with respect to all shares. These shares are owned by various individual and institutional investors which T. Rowe Price serves as investment advisor with power to direct investments and/or sole power to vote the shares. For purposes of the reporting requirements of the Securities Exchange Act of 1934, T. Rowe Price is deemed to be a beneficial owner of such shares; however, T. Rowe Price expressly disclaims that it is, in fact, the beneficial owner of such shares. (4) Based solely on a Schedule 13G filed with the Securities and Exchange Commission by Allianz Global Investors Capital LLC and its wholly owned subsidiary, NFJ Investment Group, LLC (“NFJ Investment”), each a registered investment advisor. NFJ Investment has sole voting power with respect to 3,393,865 shares and sole dispositive power with respect to all shares. NFJ Investment’s address is 2100 Ross Avenue, Suite 700, Dallas, TX 75201. (5) Based solely on a Schedule 13G/A filed with the Securities and Exchange Commission by The Vanguard Group Inc. (“Vanguard Group”), a registered investment advisor. Vanguard Group has sole voting power with respect to 105,559 shares, sole dispositive power with respect to 3,845,896 shares, and shared dispositive power with respect to 105,559 shares.

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BENEFICIAL OWNERSHIP The following table reports beneficial ownership of common stock by each director, nominee for director, the Chief Executive Officer, Chief Financial Officer, and the three other most highly compensated executive officers, and all directors and executive officers of Whirlpool as a group, as of February 21, 2012. Beneficial ownership includes, unless otherwise indicated, all shares with respect to which each director or executive officer, directly or indirectly, has or shares the power to vote or to direct the voting of such shares or to dispose or direct the disposition of such shares. The address of all directors and executive officers named below is c/o Whirlpool Corporation, 2000 North M-63, Benton Harbor, Michigan 49022-2692.
Shares Beneficially Owned(1) 7,277 58,109 5,995 334,901 11,751 3,000 6,544 1,000 700(6) 15,898 5,797 23,202 55,447 67,399 7,477 2,700 Deferred Stock Units(2) – 21,385 10,037 200,196 4,567 7,030 – 1,311 – 6,191 – – 2,883 33,053 2,360 6,541 Shares Under Exercisable Options(3) – 68,545 12,337 701,795 12,937 9,937 9,485 – – 14,137 1,357 36,537 52,747 176,734 15,910 9,337

Samuel R. Allen Marc R. Bitzer Gary T. DiCamillo Jeff M. Fettig Kathleen J. Hempel Michael F. Johnston William T. Kerr John D. Liu Harish Manwani Miles L. Marsh William D. Perez David T. Szczupak Roy W. Templin Michael A. Todman Larry M. Venturelli Michael D. White All directors and executive officers as a group (18 persons)
* Less than 1%.

Total(4)(5) 7,277 148,039 28,369 1,236,892 29,255 19,967 16,029 2,311 700(6) 36,226 7,154 59,739 111,077 277,186 25,747 18,578

Percentage * * * 1.59% * * * * * * * * * * * *

668,732

295,554

1,183,359

2,147,645

2.74%

(1) Does not include 2,411,646 shares held by the Whirlpool 401(k) Trust (but does include 5,984 shares held for the accounts of executive officers). Includes restricted stock units that become payable within 60 days of February 21, 2012, before deferrals and tax liabilities. (2) Represents the number of shares of common stock, based on deferrals made into the Deferred Compensation Plan II for Nonemployee Directors, one of the executive deferred savings plans, or the terms of deferred stock awards, that we are required to pay to a nonemployee director when the director leaves the Board or to an executive officer when the executive officer is no longer an employee. None of these deferred stock units have voting rights.

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(3) Includes shares subject to options that will become exercisable within 60 days of February 21, 2012. (4) No shares of Whirlpool stock have been pledged as security by any of these individuals, except that Mr. Bitzer pledged 28,566 shares in connection with a transaction with a third party. (5) May include restricted stock units and option shares which cannot be voted until vesting or exercise, as applicable. (6) Pursuant to Section 1441 of the Internal Revenue Code, Whirlpool retained 30% of Mr. Manwani’s stock award for payment of U.S. Federal taxes.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934 requires Whirlpool’s directors and executive officers and persons who own more than 10% of Whirlpool’s common stock (each a reporting person) to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of Whirlpool’s common stock. Based solely on its review of the copies of such reports furnished to or prepared by Whirlpool and written representations that no other reports were required, Whirlpool believes that all Section 16(a) filing requirements applicable to reporting persons were complied with during the fiscal year ended December 31, 2011.

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COMPENSATION DISCUSSION AND ANALYSIS Executive Overview We are the world’s leading manufacturer and marketer of major home appliances. Our global branded consumer products strategy is to introduce innovative new products that improve the lives of our customers, increase brand loyalty, expand our presence in emerging markets, enhance our trade management platform, improve total cost and quality by expanding and leveraging our global operating platform, and, where appropriate, make strategic acquisitions and investments. As such, we are dedicated to global leadership and to delivering superior shareholder value. Our executive compensation philosophy supports these objectives by attracting and retaining the best management talent and by motivating these employees to achieve business and financial goals that create value for stockholders in a manner consistent with Whirlpool’s focus on its enduring values: respect, integrity, diversity and inclusion, teamwork, and the spirit of winning. To achieve our objectives, we implement a “pay-for-performance” philosophy using the following guiding principles: • • • • compensation should be incentive-driven with both a short- and long-term focus; a significant portion of pay should be performance-based, with the proportion varying in direct relation to an executive’s level of responsibility; components of compensation should be linked to the drivers that change shareholder value over the long-term; and components of compensation should be tied to an evaluation of business and individual performance measured against financial, customer, quality, and employee-related objectives – a “balanced scorecard” approach.

The 2011 fiscal year demonstrated our continued commitment to these principles and illustrated how our program responds to business challenges and the marketplace. • Whirlpool and the appliance industry as a whole continued to face significant macroeconomic challenges across much of the world in 2011, including reduced demand levels in developed countries due to the continued global recession, a slowdown in emerging markets, high levels of inflation in material costs, and volatility in foreign currencies. To be successful in this period of uncertain economic growth and consumer demand, we have taken aggressive actions to reduce our fixed cost structure, expand our operating margins, and improve our earnings. These actions include implementation of cost-based price increases, continued investment in new product innovation, execution of announced cost and capacity reductions, continued productivity improvements, settlements of legacy legal liabilities, and legal actions 27

•


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taken to promote fair trade within the industry. We believe these actions will enable Whirlpool to adapt to changes in the macroeconomic environment and strengthen our position as a leading global branded consumer products company. • Whirlpool’s consolidated net sales grew to $18.7 billion, but lower global industry demand and higher raw material costs resulted in performance that was below our overall target objectives established under the Global Balanced Scorecard. Whirlpool’s leadership continued to focus on innovation, another 2011 Global Balanced Scorecard objective, and yielded a significant number of new product launches in 2011 that enabled the company to support branded market share growth in key regions while increasing price margin realization. Quality improvement, another 2011 Global Balanced Scorecard objective, improved globally. We continue to be recognized externally as a company in a positive way. The multiple recognitions received in 2011 include being listed in Forbes and Reputation Institute’s “Top 25 Most Respected U.S. Companies from 2008-2011,” #1 in Fortune’s list of “Most Admired Companies” in the Home Equipment/ Furnishings category, #6 in Fast Company’s “World’s Most Innovative Companies” list in the Consumer Products category, and #9 in Fortune’s list of “Global Top Companies for Leaders.” In support of our pay-for-performance philosophy, performance-based compensation in the form of annual and long-term incentives constituted over 75% of 2011 total target compensation for our CEO and other NEOs.

•

• •

•

CEO
Base Salary 12% 70% 18% PEP (ShortTerm Incentives) Long-Term Incentives 54%

Other NEOs
Base Salary 24% 22% PEP (ShortTerm Incentives) Long-Term Incentives

•

As a result of our strong emphasis on performance-based variable compensation and in light of the difficult global operating environment, short-term and long-term incentive compensation payouts were well below target for NEOs in 2011 despite our accomplishments in numerous areas.

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2011 Say-on-Pay Vote Whirlpool had strong stockholder support for its executive compensation program in 2011 (97% Say-on-Pay approval rating). Even with this strong support, the Human Resources Committee of the Board of Directors recognizes that market practices and stockholder views on executive compensation practices continue to evolve at a rapid pace. In recognition of this, the Human Resources Committee continues to evaluate and make changes to programs to ensure the company has the appropriate compensation programs in place to most effectively link pay for performance, to create shareholder value over the long term, and to be consistent with good governance practices. In 2011, the Human Resources Committee approved changes to the design of the company’s long-term incentive plan. Beginning in 2012, the performance period for long-term incentive grants will be lengthened to three years. Previously, long-term incentive grants had a one-year performance period that determined the portion of the award that could be earned if certain service-based vesting requirements were satisfied in the two years following the applicable performance period. This change in the structure of our long-term incentive grants has been implemented by the Human Resources Committee to further the goal of providing a competitive pay-for-performance package that supports the company’s long-term value creation objectives. Other policies and provisions that are intended to support best practices in executive compensation include, among others: • • • no excise tax gross-ups and no single trigger change in control equity vesting; significant stock ownership guideline levels to reinforce the link between the interests of our NEOs (7x for our CEO) and those of stockholders; claw-back provisions in both our Performance Excellence Plan (“PEP”) and omnibus stock incentive plans under which the repayment of awards may be required in certain circumstances; and a fully independent compensation committee advised by an independent compensation consultant that only provides services to such committee. Compensation Elements The Human Resources Committee sets compensation using a market-based approach, with differentiation based on individual and company performance. The elements of our compensation program reflect our “pay-for-performance” philosophy. The Human Resources Committee creates a compensation package for each NEO that contains a mix of compensation elements that it believes best addresses the NEO’s responsibilities and best achieves our overall compensation objectives. In establishing target compensation, the Human Resources Committee considers factors discussed below such as market compensation values and job responsibility. 29

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Our compensation program is designed so that an individual’s target compensation level rises as job responsibility increases, with the portion of performance-based compensation rising as a percentage of total target compensation. This ensures that the senior-most executives who are responsible for development and execution of our strategic plan are held most accountable for operational performance results and changes in shareholder value over time. As a result, actual total compensation of an executive in relation to the total compensation of his or her subordinates is more dependent on performance, resulting in larger increases and decreases in realized pay relative to target during periods of above-target and below-target performance. In addition, the Human Resources Committee makes distinctions in the mix of cash and equity components based on job responsibility in shaping each executive officer’s compensation package. Generally, the proportion of equity compensation rises with increasing job responsibility to ensure strong alignment between executive and long-term stockholder interest.
Element Characteristics

Base Salary

• •

Fixed component based on responsibility, experience and performance Target is the median range for similar positions in the comparator group and is influenced by performance and experience Performance-based variable cash incentives based on annual performance Target is the median range for similar positions in the comparator group Performance-based variable equity and cash incentives in the form of performance restricted stock units, performance cash units, and stock options for certain positions Target is the median range for similar positions in the comparator group Health and welfare benefits available to substantially all salaried employees Very limited perquisites designed to support a market-competitive compensation package NEOs participate in tax-qualified and non-qualified defined benefit and defined contribution plans Target is the median income replacement ratio for a broad-based group of companies

Short-term Incentives

• •

Long-term Incentives

•

• Other Benefits • •

Retirement Benefits

•

•

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Compensation Process and Methodology Role of the Human Resources Committee The Human Resources Committee has overall responsibility for Whirlpool’s executive compensation programs. Typically, the Human Resources Committee adopts the compensation goals and objectives for awards under our short-term and long-term incentive plans at its meeting in February of each year. The Human Resources Committee considers and makes decisions on the principal elements of each executive officer’s compensation package at this meeting. The Human Resources Committee also performs its evaluation of CEO performance for the most recently completed year and establishes target CEO compensation for the current year at this meeting. Throughout the year, the Human Resources Committee evaluates the overall effectiveness of our compensation philosophy and programs. In addition, the Human Resources Committee reviews management’s recommendations regarding hiring, promotion, retention, severance, and individual executive compensation packages related to those events. In making its determinations, the Human Resources Committee reviews and considers various factors and assigns different weightings to these factors depending on the type of determination and the circumstances related to each specific action. For example, in determining base salary, the Human Resources Committee may rely more heavily on market data and the guidance of its independent compensation consultant. Likewise, in determining the payout of incentive awards, the Human Resources Committee’s consideration of company performance and management’s assessment of individual performance may predominate. As a final example, in setting long-term compensation, the Human Resources Committee may give more weight to the complexity of the individual’s position and impact on overall company results. While the Human Resources Committee solicits and reviews recommendations from its independent compensation consultant, and in some circumstances management, ultimately the Human Resources Committee makes decisions regarding these matters in the exercise of its sole discretion. Role of Consultants The Human Resources Committee establishes target compensation levels using a market-based approach. Each year, the Human Resources Committee engages an independent compensation consultant to advise the Human Resources Committee on Whirlpool’s executive compensation program. The Human Resources Committee has the sole authority to approve the independent compensation consultant’s fees and terms of engagement. In 2009, the Human Resources Committee selected Cook & Co. as its independent compensation consultant because of its extensive expertise and its independence due to the lack of an existing business relationship with Whirlpool. Cook & Co. did not perform any services for Whirlpool in 2011, other than those related to executive compensation for the Human Resources Committee as discussed below. In 2011, Cook & Co. advised the Human Resources Committee on the changes to the 31


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composition of the group of companies against whom Whirlpool’s senior executive pay levels are compared (our “comparator group”) and the design of a new three-year performance-based incentive program. Cook & Co. also assisted the Human Resources Committee with a variety of other ongoing items, including review of materials prepared by management in advance of Human Resources Committee meetings and the review of public disclosures, including our 2011 Compensation Discussion and Analysis and the accompanying tables and narrative footnotes. As part of its ongoing role in supporting the Human Resources Committee, Cook & Co. assists the Human Resources Committee in reviewing executive compensation market practices and trends in general, and designing and recommending the compensation packages provided to the NEOs and other senior executives based on a marketplace assessment of the compensation for the NEOs and other senior executives in comparison to the compensation for comparable positions within the comparator group. With respect to the CEO, Cook & Co. provides alternatives, without the CEO’s input, to the Human Resources Committee regarding the CEO’s compensation package (base salary, target incentive award levels, and mix of pay components). Role of Management Each year, the CEO and Chief Human Resources Officer make recommendations to the Human Resources Committee regarding the compensation and benefit programs for all executive officers. In addition, the CEO makes recommendations with respect to base salary, annual cash incentives, equity compensation, and the total compensation levels for executive officers other than himself based on his assessment of personal performance and contribution to Whirlpool. The CEO and Chief Human Resources Officer recommend the performance metrics to be used in establishing performance goals for the annual cash incentive and longterm equity and cash incentive programs for adoption by the Human Resources Committee. The Human Resources Committee has authority to adopt or modify these metrics in its sole discretion. In addition, the CEO assesses the individual performance of the executive officers to assist the Human Resources Committee in making determinations regarding awards to be paid out under incentive programs. Benchmarking For 2011, the Human Resources Committee utilized the comparator group listed below to benchmark executive compensation. These 18 companies, 16 of which were used in 2010, were selected because they have national and global business operations and are similar to Whirlpool in sales volumes, margins, employment levels, lines of business, and required management skills. Additionally, companies in the comparator group are recognized for their excellence in the areas of consumer focus and trade partner relations, and for possessing highly complex global supply chains and manufacturing footprints. With input from Cook & Co., the Human Resources Committee determined that the following six companies used in 2010 no longer met the criteria as described above and therefore were deleted from the comparator group: Caterpillar, Eastman Kodak, PPG Industries, Raytheon, Sara Lee, and United Technologies. The merger of Black & Decker, 32


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which had been in the 2010 comparator group, with The Stanley Works, became Stanley Black & Decker and was retained in the comparator group. Because Motorola, which had been in the previous comparator group, had been split into Motorola Mobility and Motorola Solutions, the Human Resources Committee selected the Motorola Solutions unit for continued inclusion in the comparator group. To complete the new comparator group, the Human Resources Committee added Johnson Controls and Parker Hannifin, each of which, along with Motorola Solutions, met the criteria as described above. We use publicly disclosed compensation data contained in proxy statements, as well as proprietary surveys purchased from third-party consulting firms to acquire market compensation data for companies in the comparator group as well as broader general industry practice. These independently conducted surveys generally include data from numerous organizations from across various industry groupings and specific international regions and also allow for comparisons to be made on the basis of scope measures relevant to Whirlpool. 2011 Comparator Group 3M Company Cummins Inc. Colgate-Palmolive Company Deere & Company Eaton Corporation Emerson Electric Co. The Goodyear Tire & Rubber Company H.J. Heinz Company Honeywell International Inc. Illinois Tool Works, Inc. Ingersoll-Rand plc Johnson Controls Kellogg Company Motorola Solutions Inc. Parker Hannifin Stanley Black & Decker Inc. Textron Xerox

Base Salary In reviewing base salary levels for 2011, the Human Resources Committee considered the comparative market data and recommendations provided by Cook & Co. and, with respect to other NEOs, the CEO’s recommendations and the company’s established policy for 2011 salary increases. Effective in March 2011, the Human Resources Committee increased Mr. Fettig’s salary to $1,375,000, Mr. Templin’s salary to $725,000, Mr. Todman’s salary to $855,000, and Mr. Bitzer’s salary to $800,000 from levels previously established in 2010. Mr. Szczupak’s salary was increased from $600,000 to $650,000 effective March 2011. These increases were implemented to remain consistent with our compensation philosophy of targeting NEO base salaries at the median range of the comparator group in 2011. In some cases, base salaries may be higher or lower than the market median based on factors such as executive performance, experience, and responsibilities. In 2012, no base salary increases have been approved or are planned to be approved for the NEOs listed above, absent changes in position or responsibilities. 33


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Short-Term Incentives Consistent with Whirlpool’s pay-for-performance philosophy, substantially all salaried employees, including our NEOs, are eligible to participate in the stockholder-approved PEP, our annual cash incentive program. PEP is designed to focus attention on short-term drivers of shareholder value creation and reflect company and individual performance as measured against financial, customer, quality, and employee-related objectives. PEP ensures that a significant portion of our NEOs’ annual cash compensation is directly tied to key performance measurements and therefore variable. To maximize tax-deductibility, awards granted to NEOs under the terms of PEP are designed to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code. The Human Resources Committee established a 2011 Return on Equity (“ROE”) target of 8% as the objective performance measure for PEP, which was met with an actual 2011 ROE achievement level of 9.3%. As in prior years, achievement of the ROE target established the maximum award level for each NEO with actual payouts based on consideration of other performance metrics and the exercise of negative discretion by the Human Resources Committee. At the beginning of fiscal 2011, the Human Resources Committee established annual incentive target opportunities as a percentage of an executive’s base salary for each NEO. The Human Resources Committee established PEP target award levels for the NEOs taking into account comparative market data. The target award levels are generally set at the median of the comparator group and are as follows for each NEO:
NEO PEP Target Award (as % of salary)

Jeff M. Fettig Roy W. Templin Michael A. Todman Marc R. Bitzer David L. Szczupak Illustration of Whirlpool’s 2011 Short-Term Incentive Award
Target Award ($)

150% 100% 100% 100% 80%

x

Company Performance Factor (0-200%)

x

Individual Performance Factor (0-200%)

=

PEP Incentive Award ($)

Global Balanced Scorecard Multiplier Balanced Scorecard Measures

Regional Balanced Scorecard Multiplier (If applicable)

Individual Performance Multiplier Extraordinary Results Very Strong Results Strong Results Results Need to Be Improved Unacceptable Results 200% 150% 100% 50 or 75% 0%

+

North America Europe/Middle East/Africa Latin America Asia

(0-200%)

(0-200%)

2

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In determining actual payouts for executive officers, the Human Resources Committee first confirms that the 8% ROE goal was attained, which as described above funds the overall payouts at the maximum award opportunity for each executive. The Human Resources Committee then adjusts the maximum down to the actual payout by applying negative discretion based on the Company Performance Factor and Individual Performance Factor as illustrated in the preceding table. In doing so, the Human Resources Committee reviews performance under previously established, equally weighted Company Performance and Individual Performance Factors for each executive officer, each with a range of 0% to 200%. In defining the Company Performance Factor for 2011, the Human Resources Committee determined that company performance in-line with expected performance would result in a Performance Factor of 100%. Company performance substantially above expected performance could result in a Performance Factor of up to 200%, and performance below expected performance could result in a Performance Factor as low as 0%, with no award being paid out under PEP. 2011 Company Performance The Human Resources Committee approved formulas and metrics at its February 2011 meeting after reviewing the 2011 business plan and program design alternatives with management. The performance metrics selected by the Human Resources Committee reflect Whirlpool’s priorities and critical objectives for 2011. As the basis for determining the Company Performance Factor, the Human Resources Committee set objectives to establish the Global Balanced Scorecard multiplier. The Human Resources Committee adopted Balanced Scorecard measures, consisting of Financial (representing 60% of the Scorecard allocation) and Customer, Quality, and Employee measures (together representing the remaining 40% Scorecard allocation), for purposes of determining the Global Balanced Scorecard multiplier. With respect to the Global Balanced Scorecard objectives, the Human Resources Committee determined that company-level objectives based on Employee Measures, consisting of talent development and employee engagement, were achieved at target. Quality Measures, consisting of improvements in total cost of quality and market call rate, as well as Customer Measures, which include market share, innovation pipeline objectives, and price margin realization objectives, were partially achieved. With respect to the Financial Measures under the Global Balanced Scorecard, target performance was not achieved. As discussed above, Whirlpool and the appliance industry as a whole continued to face significant challenges across much of the world in 2011. In addition, we settled a long-standing collection dispute with Banco Safra S.A. and an antitrust investigation by the European Commission into the refrigeration compressor industry. While these settlements negatively impacted our 2011 results, they removed significant uncertainty and financial risk by bringing closure to these items. These items, along with significant restructuring actions taken in 2011, had significant impact on 2011 results, with a negative impact of $5.98 to net earnings per share and $448 million to free cash flow. Even with the impact to 2011 financial results, these Board-authorized actions were in the best long-term interests of stockholders. 35


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The Human Resources Committee determined levels of achievement based on the company’s financial results as follows: • • • • • • Net Earnings per share of $4.99 per share was below the established target of $12.00 to $13.00 per share; Revenue Growth of 1.6% was below the established target of 5.1%; Operating Profit Margin of 4.2% was below the established target of 6.0% to 6.5%; Free Cash Flow of $(55) million was below the established target of $400 to $500 million; Gross Cost Take-Out of $1,240 million exceeded the established target of $900 million; and Net Cost Take-Out of $188 million was below the established target of $400 million.

Based on these performance results, the Human Resources Committee determined a Global Balanced Scorecard multiplier of 25%. The 2011 Regional Balanced Scorecards consisted of operating profit, free cash flow, market share, and total cost of quality objectives, with a possible multiplier score of 0% to 200%. In North America, slowing industry demand and increases in raw material costs negatively impacted regional operating profit, which totaled $398 million (below the objective of $650 million). The same factors negatively impacted free cash flow and the free cash flow objective established for the region was not achieved. Total cost of quality was below the target objective as well. Market share was within targeted levels for 2011. Considering these results, the Human Resources Committee approved a North America Regional Balanced Scorecard multiplier of 25%. The 2011 Company Performance Factor for Messrs. Fettig, Todman, Templin, and Szczupak was determined by reference to the Global Balanced Scorecard due to their global responsibilities, resulting in a 25% Company Performance Factor. For each NEO with specific regional responsibilities, the Company Performance Factor is based on an average of the Global Balanced Scorecard multiplier and the applicable Regional Balanced Scorecard multiplier. For 2011, Mr. Bitzer’s responsibilities included North America, and the overall Company Performance Factor used in calculating his PEP award was 25%. 2011 Individual Performance Assessment The Human Resources Committee annually reviews each executive officer’s individual performance based on a rigorous review of individual achievements during the performance period relative to established goals. With respect to NEOs other than the CEO, the Human Resources Committee takes into account the assessment of individual performance provided by the CEO. Executive officers are reviewed based on established criteria for results, leadership, talent development, and demonstration of Whirlpool values. 36


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As a result of this process, each NEO receives one of the following performance ratings:
Individual Performance Description Extraordinary Results Very Strong Results Strong Results Results Need to Be Improved Unacceptable Results Individual Performance Factor (Individual Multiplier) 200% of target amount 150% of target amount 100% of target amount 50% to 75% of target amount 0% - No award given

The Human Resources Committee retains the discretion to reduce Individual Performance Factors within the ranges set forth above. In determining the individual performance rating, the CEO and the Human Resources Committee consider each NEO’s absolute performance, performance relative to internal peers, any unforeseen factors that influenced the results of each NEO, and the extent to which the leadership of each NEO has contributed to Whirlpool’s success during the performance period based on qualitative measures. For 2011, each NEO received a performance rating of “Strong Results” or higher. Based on this review, the Human Resources Committee determined the actual PEP payout to each NEO by multiplying the NEO’s Target Award by the applicable Company Performance Factor and Individual Performance Factor. For 2011, each NEO’s resulting payout was well below target. Long-Term Incentives Long-term incentive opportunities are tied directly to Whirlpool’s financial and strategic performance over a preset period beginning each January 1 and continuing for one year or longer. Each set of performance measures rewards the achievement of specific longterm strategic goals designed to deliver long-term shareholder value. The length of the performance period varies depending on the performance measures established by the Human Resources Committee. Long-term awards typically consist of a combination of stock equivalents in the form of performance-based restricted stock units, which are distributed in stock, performance units payable in cash, and stock options, depending on the NEO’s job responsibilities. We have generally followed a practice of making all equity awards to employees, including NEOs, on a single date every year. Generally, the Human Resources Committee grants these equity awards at its regularly scheduled meeting in February. This meeting usually occurs after we release our final earnings for the prior fiscal year, which permits material information regarding our performance for the prior fiscal year to be disclosed to the public before equity-based grants are made. The Human Resources Committee determines equity award values based on the closing stock price on the date of grant. Because the Human Resources Committee determines the number of any stock options to be granted, and the target number of any restricted stock units, based on the closing stock price on the date of grant, these numbers of shares granted may vary significantly from year to year as a result of changes in the stock price. 37


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Illustration of Whirlpool’s 2011 Long-Term Incentive Award
Target LTI Grant Performance-based stock units (#) Performance cash ($) Free Cash Flow Performance Factor Operating Profit Performance Factor Final LTI Incentive Award (2 additional years vesting required)

x

+ 2

=

Establishing Award Levels and Equity Values Long-term incentive awards granted to NEOs are designed to qualify as performancebased compensation under Section 162(m) of the Internal Revenue Code. As with PEP, the Human Resources Committee established a 2011 ROE target of 8% as the objective performance measure for long-term incentives, which was met with an actual 2011 ROE achievement level of 9.3%. As in prior years, achievement of the ROE target established the maximum award level for each NEO with actual payouts based on consideration of other performance metrics and the exercise of negative discretion by the Human Resources Committee. At the beginning of 2011, the Human Resources Committee established long-term incentive target opportunities as a percentage of an executive’s base salary for each NEO. Taking into account comparative market data, the Human Resources Committee targeted the median level of our comparator group and established 2011 long-term incentive target award levels for the NEOs as follows: Long-Term Incentive Target Award (as % of salary) 600% 225% 250% 250% 175%

NEO Jeff M. Fettig Roy W. Templin Michael A. Todman Marc R. Bitzer David L. Szczupak

For 2011, the Human Resources Committee established that performance in line with long-term incentive performance expectations would result in a payout equal to 100% of the target award, while performance substantially above expected performance could result in a maximum payout of up to 200% of the target award. Performance below expected performance could result in no long-term incentive award payout. The Human Resources Committee determined the allocation of each NEO’s 2011 long-term incentive target award between performance-based restricted stock units, 38


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performance cash units, and stock options based on the officer’s position and ability to impact components of company performance and stock value over the longer term. The 2011 longterm incentive target award allocations for each NEO were as follows:
PerformanceBased Restricted Stock Stock Units Options as as % of % of LongTarget Term Target Award Award Performance Cash Units as % of Target Award

NEO

Jeff M. Fettig Roy W. Templin Michael A. Todman Marc R. Bitzer David L. Szczupak

50% 33 1⁄ 3% 50% 50% 33 1⁄ 3%

50% 33 1⁄ 3% 50% 50% 33 1⁄ 3%

33 1⁄ 3% 1⁄ 3% 33

The Human Resources Committee determined the target number of performance-based restricted stock units granted to each NEO based on the closing price of Whirlpool stock on the date in February 2011, when the long-term incentive target award was established under the terms of the 2010 Omnibus Stock and Incentive Plan. For 2011, the Human Resources Committee selected a one-year performance period for the achievement of performance goals, with the number of performance-based restricted stock units and performance cash units to be earned determined in 2012 based on 2011 performance. The Human Resources Committee further selected a two-year vesting period tied to continued employment following the end of the performance period for any earned awards. The additional vesting requirement was intended to support our overall retention objectives and to ensure that final payouts reflected changes in shareholder value over the entire three-year period. Beginning in 2012, to better align with our peer companies, the Human Resources Committee has put into place a three-year performance period for the achievement of performance goals, with the number of performance-based restricted stock units and performance cash units earned to be determined in 2015 based on 2012 through 2014 performance. Because the value of stock options is inherently linked to Whirlpool’s stock performance, the number of stock options to be awarded is not determined over the course of a performance period. The Human Resources Committee granted stock options to the NEOs in February 2011, determining the number of stock options to be awarded based on a target value on the date of the award. For award determination purposes, the value of stock options was set at 35% of face value, using an option valuation methodology. The option exercise price of the February 2011 option grants was $85.45 per share, the closing price of Whirlpool stock on the NYSE on the grant date. Stock options generally vest over a three-year term in equal annual installments and are exercisable over a ten-year period, promoting a focus on long-term stock value creation, as well as executive retention. 39


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Establishing Performance Measures and Reviewing Outcomes For awards granted in 2011, the performance goals were identical for the performancebased restricted stock units and performance cash units and consisted of equally weighted Operating Profit and Free Cash Flow targets. These goals were measured over a one-year performance period, and the Human Resources Committee established ranges from 0 to 200% for performance against each of these measures. The ranges provided a 100% midpoint of $1.2 billion for Operating Profit and a 100% midpoint of $450.5 million for Free Cash Flow, with results above and below the midpoints to be proportionally calibrated within the established ranges. These metrics were chosen because they represent critically important measures of profitability and liquidity, which are key drivers of sustainable shareholder value creation. Based on achievement of $792 million Operating Profit and $(55) million in Free Cash Flow, the Human Resources Committee determined an Operating Profit Performance Factor of 24.4% and a Free Cash Flow Performance Factor of 68.1%. As a result of these performance outcomes, the Human Resources Committee determined that 46.3% of the target number of restricted stock units and performance cash units would be awarded to the NEOs. The 2011 performance-based restricted stock units and performance cash units are subject to a two-year vesting period and will be distributed in February 2014, assuming that the servicebased vesting requirements are met. By combining the features of a performance period and a service-based vesting period, these awards reward contributions to long-term objectives and discourage taking excessive risks for short-term gain. Special Recognition and Retention Awards The Human Resources Committee periodically grants additional “off-cycle” awards to key employees, including NEOs, in connection with promotions, recruitment and retention efforts, succession planning, or significant accomplishments or achievements. In 2011 and 2012, in recognition of his overall performance, leadership contributions, and for purposes of retention, the Human Resources Committee granted Mr. Szczupak a total of 20,000 restricted stock units. These restricted stock units will vest and be distributed in 2014, 2015, and 2016, provided that in each case he remains in the continued service of the company on each such date. In 2012, in recognition of leadership contributions and for purposes of retention, the Committee granted restricted stock unit awards of 25,000 each to Mr. Todman and Mr. Bitzer. Mr. Todman’s award will vest in 2015, provided that he remains in the continued service of the company and will be distributed in installments in 2015 and 2016. Mr. Bitzer’s award will vest and be distributed in installments in 2015 and 2017, provided that he remains in the continued service of the company on each such date. Perquisites We provide limited perquisites to executives, including financial planning services, limited use of Whirlpool owned and leased property, product discounts, home security, relocation assistance, and comprehensive health evaluations. These perquisites are designed to support a market-based competitive total compensation package, which serves our overall 40


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attraction and retention objectives, enhances the efficiency of our management team by enabling them to focus their efforts on Whirlpool business, and ensures that Whirlpool derives the most value from our overall compensation and benefits expenditures. For purposes of personal security, Mr. Fettig and Mr. Todman may use company aircraft for personal use, and other executives may be granted limited use of the aircraft with the permission of the CEO. Post-Termination Payments NEOs are eligible to receive benefits under a severance policy generally available to U.S. salaried employees. We have also entered into Compensation Benefits and Assurance Agreements with each executive officer, including each NEO, to provide benefits in the event of a qualifying termination following a change in control of Whirlpool. These agreements are intended to ensure that our NEOs are not deterred from exploring opportunities that will result in maximum value for stockholders, including actions that may result in a change in their position or standing within Whirlpool, and to promote orderly succession of talent and support our overall attraction and retention objectives. These agreements align the company’s change in control severance program with current best practices in this area by requiring consummation of a merger or consolidation transaction to trigger the protections afforded under the program and imposing a “double-trigger” requirement under which benefits are triggered only upon the occurrence of both a change in control event and the termination of the employment relationship by the company or by the executive for good reason. The agreements do not provide excise tax gross-ups. Retirement Benefits NEOs are eligible for retirement benefits designed to provide, in total, a marketcompetitive level of income replacement upon achieving retirement eligibility by using a combination of qualified and non-qualified plans. We assess retirement benefits for the company’s senior leaders, including each of the NEOs, against data provided to the Towers Watson Employee Benefits Information Center (“Towers Watson”) by other U.S. companies that provide survey data on executive benefits. Specifically, in 2009 we reviewed comparisons with Towers Watson data obtained from over 300 companies, approximately one-half of which were companies with revenues of $10 billion or more. Accordingly, this survey tool includes data on a much broader base of companies than those included in the executive compensation comparator group. This review is an important factor used in determining the median retirement income replacement ratio among similarly situated executives at such companies and in setting the target amount of total retirement benefits for our NEOs. Total retirement benefits are provided through a combination of tax qualified and non-qualified defined contribution plans and tax qualified and non-qualified defined benefit plans. As a result of the current mix of our retirement plans, we believe that total retirement benefits for the NEOs are currently at a competitive level when compared to the other companies in the survey. 41


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As of March 31, 2012, Mr. Templin will be voluntarily resigning from Whirlpool and will forfeit all of his unvested equity awards. In consideration of the significant value Mr. Templin provided during his long standing service as Chief Financial Officer and the limited exercise windows available to executive officers due to access to insider information, the Committee determined that Mr. Templin’s earned vested stock options will be treated on the same basis as those of other retirees of Whirlpool. As a result, his outstanding vested stock options will remain exercisable until the earlier to occur of five years following separation and the original expiration date of the applicable options. Stock Ownership Guidelines Stock ownership guidelines, which are approved by the Human Resources Committee, support the objective of increasing the amount of Whirlpool stock owned by the company’s senior leaders. Ensuring that our NEOs and other senior leaders have a significant stake in Whirlpool’s long-term success aligns the interests of executives with those of our stockholders. These ownership guidelines take into account a review of competitive market practice conducted by Cook & Co. The guidelines for stock ownership are expressed as multiples of base salary and vary based on an individual’s level in the organization. Ownership guidelines for the NEOs are listed below: CEO: President: Executive Vice Presidents: 7 times base salary 5 times base salary 4 times base salary

The guidelines state that each executive should achieve the respective level of stock ownership within five years. For these guidelines, ownership consists of shares purchased on the open market, shares owned jointly with spouses and children, shares held in the Whirlpool 401(k) Retirement Plan, shares obtained through stock option exercises (but not including unexercised stock options), stock award distributions, and vested stock units (including those on which the executive has deferred distribution). The Human Resources Committee, as well as Whirlpool’s senior leadership, annually reviews each executive officer’s progress on achieving the applicable level of ownership. During the Human Resources Committee’s most recent review of ownership levels, it was determined that each NEO currently meets or is on track to meet the applicable stock ownership guideline during the stated timeframe. Recovery of Previously Paid Executive Compensation The PEP and omnibus stock incentive plans include “claw-back” provisions under which the repayment of awards may be required under certain circumstances. Under these plans, the Human Resources Committee may require repayment of an award if the participant is terminated or otherwise leaves employment with the company within two years following the vesting date of the award and such termination of employment is in any way connected 42


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with any misconduct or violation of company policy. Moreover, these plans provide that the Human Resources Committee may require repayment of awards if a participant becomes employed with a competitor within the two-year period following termination of employment, or for any other reason considered by the Human Resources Committee in its sole discretion to be detrimental to the company or its interests. Deductibility of Executive Compensation The Human Resources Committee intends to preserve the tax deductibility of executive compensation under Section 162(m) of the Internal Revenue Code to the extent practicable while focusing on consistency with its compensation philosophy, the needs of Whirlpool, and stockholder interests. Whirlpool’s stockholders have approved PEP and our omnibus stock and incentive plans that award our short-term cash and long-term incentives to executives. Many of the types of awards authorized in these stockholder-approved plans would be considered qualifying “performance-based” compensation for purposes of Section 162(m). As a result, such performance-based awards are excluded in the determination of the $1 million deduction limit under Section 162(m). However, the Human Resources Committee retains the ability to make payments in one or more of the programs as previously discussed that may not qualify for tax deductibility under Section 162(m). HUMAN RESOURCES COMMITTEE REPORT The Human Resources Committee of Whirlpool’s Board of Directors reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based upon this review and discussion, the Human Resources Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in Whirlpool’s Annual Report on Form 10-K for the year ended December 31, 2011, as incorporated by reference from this proxy statement. HUMAN RESOURCES COMMITTEE Michael D. White, Chair Samuel R. Allen William T. Kerr Miles L. Marsh William D. Perez

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EXECUTIVE COMPENSATION TABLES Summary Compensation Table The following table sets forth compensation information for our NEOs during the 2011, 2010, and 2009 fiscal years; however, information is not provided for Mr. Szczupak for 2010 and 2009 because he was not an NEO during those fiscal years. The table may not reflect the actual compensation received by our NEOs for those periods. For example, amounts recorded in the stock awards and options columns reflect the fair market value of the awards at the award date and the targeted compensation for certain performance-based equity awards. The actual value of compensation realized by an NEO will likely vary from any targeted equity award amount due to company performance relative to established incentive award criteria, the stock price on award distribution dates, and differences between the original stock option valuation assumptions and the level of compensation realized on exercise.
Change in Pension Value and Nonqualified Non-Equity Deferred Stock Option Incentive Plan Compensation All Other Salary Bonus Awards Awards Compensation Earnings Compensation Year ($) ($) (1) ($) (2) ($) (3) ($) (4) ($) (5) ($) Total ($) 2011 1,368,333 – 4,124,928 3,412,265 513,125 2,680,384 230,458 12,329,493 2010 1,325,000 2009 1,275,000 2011 Roy W. Templin Executive Vice President and Chief Financial Officer 2010 2009 2011 Michael A. Todman President, Whirlpool International 2010 2009 2011 Marc R. Bitzer President, Whirlpool North America(6) David T. Szczupak Executive Vice President, Global Product Organization 2010 2009 2011 720,833 691,667 650,000 850,000 825,000 760,000 791,667 750,000 648,013 641,669 – – – – – – – – – – – – 7,676,247 – 1,802,250 3,500,000 612,173 1,217,850 1,409,958 212,500 742,500 1,254,000 197,917 487,500 1,409,958 303,888 3,424,664 1,704,872 280,800 240,842 130,835 891,265 727,967 411,121 83,583 44,754 9,348 136,759 212,536 122,811 71,292 62,291 54,348 129,394 113,401 119,686 93,040 207,675 80,689 55,662 14,440,697 12,506,816 2,678,614 3,262,584 2,926,705 4,035,966 4,471,317 4,039,013 2,993,350 5,414,475 2,829,572 3,112,499

Name and Principal Position Jeff M. Fettig Chairman of the Board and Chief Executive Officer

3,990,133 1,914,000 543,718 1,049,934 433,325 1,068,723 2,062,449 949,986 999,936 3,924,546 433,325 1,660,892 449,798 – 248,239 884,084 – 544,220 827,207 – 248,239 313,629

(1) Reflects fair value of target performance-based restricted stock unit awards and time-based restricted stock unit awards on the award date. See our “Stock Option and Incentive Plans” Note to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the applicable fiscal year for a

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discussion of the relevant assumptions used to account for these awards. Performance-based restricted stock units have a potential payout of 0% to 200% of the target amount. The fair values of the maximum possible performance-based restricted stock unit awards as of the award dates are as follows:
Name Jeff M. Fettig Roy W. Templin Michael A. Todman Marc R. Bitzer David T. Szczupak 2009 ($) 7,331,201 866,650 1,899,972 866,650 – 2010 ($) 15,352,494 2,099,868 4,124,898 3,749,892 – 2011 ($) 8,249,856 1,087,437 2,137,446 1,999,872 758,283

For the actual number of performance-based restricted stock units earned for the 2009, 2010, and 2011 performance periods, see the “Outstanding Equity Awards at Fiscal Year-End” table. (2) Reflects the fair value of stock option awards on the award date. See our “Stock Option and Incentive Plans” Note to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the applicable fiscal year for a discussion of the relevant assumptions used in calculating these values. (3) Represents the sum of cash incentive awards earned in 2011 under PEP, Whirlpool’s annual cash bonus program. For Messrs. Templin and Szczupak this amount also includes earned 2011 performance cash units. The 2011 performance cash unit awards are subject to time-based vesting and will not be paid out until February 2014. The individual PEP and performance cash unit awards that comprise the total value in the “Non-Equity Incentive Plan Compensation” column above for our NEOs were:
Name Jeff M. Fettig Roy W. Templin Michael A. Todman Marc R. Bitzer David T. Szczupak 2011 PEP Award ($) 513,125 360,417 212,500 197,917 128,334 2011 Performance Cash Award (earned, but unvested) ($) – 251,756 – – 175,554 Total ($) 513,125 612,173 212,500 197,917 303,888

(4) Reflects the change in actuarial present value of these benefits from December 31, 2010 to December 31, 2011. See the “Pension Benefits” table for the actuarial present value of these benefits. None of our NEOs received above-market earnings on their non-qualified deferred compensation accounts. (5) The following table presents an itemized account of the amounts shown in the “All Other Compensation” column for each NEO in 2011:
Personal Use of Whirlpool Aircraft (a) ($) 62,334 – 49,840 20,733 – Other Perquisites (b) ($) 61,366 20,834 17,101 15,740 10,161 Defined Contribution Plan Contributions (c) ($) 106,758 50,458 62,453 56,567 45,501

Name Jeff M. Fettig Roy W. Templin Michael A. Todman Marc R. Bitzer David T. Szczupak

Total ($) 230,458 71,292 129,394 93,040 55,662

(a) Our incremental cost for personal use of Whirlpool aircraft is calculated by multiplying the aircraft’s hourly variable operating cost by a trip’s flight time, which includes any flight time of an empty return flight. Variable operating costs are based on industry standard rates of variable operating costs, including fuel costs, trip-related maintenance, landing/ramp fees, and other miscellaneous variable costs. On certain occasions, a spouse or other family member may accompany one of our NEOs on a flight. No additional operating cost is incurred in such situations under the foregoing methodology. We do not pay our NEOs any amounts in connection with taxes on income imputed to them for personal use of our aircraft.

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