x
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|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
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|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
38-1490038
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(State of Incorporation)
|
|
(I.R.S. Employer Identification No.)
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|
|
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2000 North M-63,
Benton Harbor, Michigan
|
|
49022-2692
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
x
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|
Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
o
|
|
|
Emerging growth company
o
|
Class of common stock
|
|
Shares outstanding at October 20, 2017
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Common stock, par value $1 per share
|
|
71,862,787
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|
|
|
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Page
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||
Item 1.
|
|
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||
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Item 2.
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Item 3.
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Item 4.
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||
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Item 1.
|
||
Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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||
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PART I.
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FINANCIAL INFORMATION
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ITEM 1.
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FINANCIAL STATEMENTS
|
|
|||||||||||||||
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Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
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2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net sales
|
$
|
5,418
|
|
|
$
|
5,248
|
|
|
$
|
15,551
|
|
|
$
|
15,062
|
|
Expenses
|
|
|
|
|
|
|
|
||||||||
Cost of products sold
|
4,503
|
|
|
4,308
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|
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12,934
|
|
|
12,330
|
|
||||
Gross margin
|
915
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|
|
940
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|
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2,617
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|
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2,732
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|
||||
Selling, general and administrative
|
521
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|
|
519
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|
|
1,546
|
|
|
1,535
|
|
||||
Intangible amortization
|
18
|
|
|
18
|
|
|
52
|
|
|
54
|
|
||||
Restructuring costs
|
45
|
|
|
29
|
|
|
150
|
|
|
116
|
|
||||
Operating profit
|
331
|
|
|
374
|
|
|
869
|
|
|
1,027
|
|
||||
Other (income) expense
|
|
|
|
|
|
|
|
||||||||
Interest and sundry (income) expense
|
21
|
|
|
30
|
|
|
69
|
|
|
103
|
|
||||
Interest expense
|
42
|
|
|
39
|
|
|
122
|
|
|
118
|
|
||||
Earnings before income taxes
|
268
|
|
|
305
|
|
|
678
|
|
|
806
|
|
||||
Income tax (benefit) expense
|
(4
|
)
|
|
61
|
|
|
69
|
|
|
64
|
|
||||
Net earnings
|
272
|
|
|
244
|
|
|
609
|
|
|
742
|
|
||||
Less: Net earnings (loss) available to noncontrolling interests
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(4
|
)
|
|
6
|
|
|
(9
|
)
|
|
34
|
|
||||
Net earnings available to Whirlpool
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$
|
276
|
|
|
$
|
238
|
|
|
$
|
618
|
|
|
$
|
708
|
|
Per share of common stock
|
|
|
|
|
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|
||||||||
Basic net earnings available to Whirlpool
|
$
|
3.78
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$
|
3.14
|
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$
|
8.36
|
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$
|
9.26
|
|
Diluted net earnings available to Whirlpool
|
$
|
3.72
|
|
|
$
|
3.10
|
|
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$
|
8.23
|
|
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$
|
9.16
|
|
Dividends declared
|
$
|
1.10
|
|
|
$
|
1.00
|
|
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$
|
3.20
|
|
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$
|
2.90
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|
Weighted-average shares outstanding (in millions)
|
|
|
|
|
|
|
|
||||||||
Basic
|
72.9
|
|
|
75.7
|
|
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73.9
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|
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76.4
|
|
||||
Diluted
|
74.0
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|
|
76.9
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|
|
75.1
|
|
|
77.5
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income
|
$
|
286
|
|
|
$
|
289
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|
|
$
|
694
|
|
|
$
|
900
|
|
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(Unaudited)
|
|
|
||||
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September 30,
2017 |
|
December 31,
2016 |
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
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1,087
|
|
|
$
|
1,085
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|
Accounts receivable, net of allowance of $171 and $185, respectively
|
3,102
|
|
|
2,711
|
|
||
Inventories
|
3,345
|
|
|
2,623
|
|
||
Prepaid and other current assets
|
1,115
|
|
|
920
|
|
||
Total current assets
|
8,649
|
|
|
7,339
|
|
||
Property, net of accumulated depreciation of $6,741 and $6,055, respectively
|
3,865
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|
|
3,810
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|
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Goodwill
|
3,093
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|
|
2,956
|
|
||
Other intangibles, net of accumulated amortization of $455 and $387, respectively
|
2,604
|
|
|
2,552
|
|
||
Deferred income taxes
|
2,322
|
|
|
2,154
|
|
||
Other noncurrent assets
|
305
|
|
|
342
|
|
||
Total assets
|
$
|
20,838
|
|
|
$
|
19,153
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
4,728
|
|
|
$
|
4,416
|
|
Accrued expenses
|
677
|
|
|
649
|
|
||
Accrued advertising and promotions
|
792
|
|
|
742
|
|
||
Employee compensation
|
428
|
|
|
390
|
|
||
Notes payable
|
1,442
|
|
|
34
|
|
||
Current maturities of long-term debt
|
671
|
|
|
560
|
|
||
Other current liabilities
|
898
|
|
|
871
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|
||
Total current liabilities
|
9,636
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|
|
7,662
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|
||
Noncurrent liabilities
|
|
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|
||||
Long-term debt
|
3,669
|
|
|
3,876
|
|
||
Pension benefits
|
1,015
|
|
|
1,074
|
|
||
Postretirement benefits
|
346
|
|
|
334
|
|
||
Other noncurrent liabilities
|
485
|
|
|
479
|
|
||
Total noncurrent liabilities
|
5,515
|
|
|
5,763
|
|
||
Stockholders’ equity
|
|
|
|
||||
Common stock, $1 par value, 250 million shares authorized, 112 million and 111 million shares issued, and 72 million and 74 million shares outstanding, respectively
|
112
|
|
|
111
|
|
||
Additional paid-in capital
|
2,733
|
|
|
2,672
|
|
||
Retained earnings
|
7,697
|
|
|
7,314
|
|
||
Accumulated other comprehensive loss
|
(2,316
|
)
|
|
(2,400
|
)
|
||
Treasury stock, 40 million and 37 million shares, respectively
|
(3,474
|
)
|
|
(2,924
|
)
|
||
Total Whirlpool stockholders’ equity
|
4,752
|
|
|
4,773
|
|
||
Noncontrolling interests
|
935
|
|
|
955
|
|
||
Total stockholders’ equity
|
5,687
|
|
|
5,728
|
|
||
Total liabilities and stockholders’ equity
|
$
|
20,838
|
|
|
$
|
19,153
|
|
|
Nine Months Ended
|
||||||
|
2017
|
|
2016
|
||||
Operating activities
|
|
|
|
||||
Net earnings
|
$
|
609
|
|
|
$
|
742
|
|
Adjustments to reconcile net earnings to cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
487
|
|
|
496
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(259
|
)
|
|
(438
|
)
|
||
Inventories
|
(589
|
)
|
|
(518
|
)
|
||
Accounts payable
|
107
|
|
|
(187
|
)
|
||
Accrued advertising and promotions
|
18
|
|
|
(38
|
)
|
||
Accrued expenses and current liabilities
|
(154
|
)
|
|
72
|
|
||
Taxes deferred and payable, net
|
(144
|
)
|
|
(149
|
)
|
||
Accrued pension and postretirement benefits
|
(85
|
)
|
|
(53
|
)
|
||
Employee compensation
|
49
|
|
|
(30
|
)
|
||
Other
|
(72
|
)
|
|
(72
|
)
|
||
Cash used in operating activities
|
(33
|
)
|
|
(175
|
)
|
||
Investing activities
|
|
|
|
||||
Capital expenditures
|
(371
|
)
|
|
(360
|
)
|
||
Proceeds from sale of assets and business
|
5
|
|
|
55
|
|
||
Change in restricted cash
|
51
|
|
|
14
|
|
||
Investment in related businesses
|
(35
|
)
|
|
(10
|
)
|
||
Other
|
1
|
|
|
(2
|
)
|
||
Cash used in investing activities
|
(349
|
)
|
|
(303
|
)
|
||
Financing activities
|
|
|
|
||||
Proceeds from borrowings of long-term debt
|
—
|
|
|
491
|
|
||
Repayments of long-term debt
|
(261
|
)
|
|
(507
|
)
|
||
Net proceeds from short-term borrowings
|
1,365
|
|
|
1,369
|
|
||
Dividends paid
|
(235
|
)
|
|
(221
|
)
|
||
Repurchase of common stock
|
(550
|
)
|
|
(425
|
)
|
||
Common stock issued
|
33
|
|
|
24
|
|
||
Other
|
(17
|
)
|
|
(2
|
)
|
||
Cash provided by financing activities
|
335
|
|
|
729
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
49
|
|
|
2
|
|
||
Increase in cash and cash equivalents
|
2
|
|
|
253
|
|
||
Cash and cash equivalents at beginning of period
|
1,085
|
|
|
772
|
|
||
Cash and cash equivalents at end of period
|
$
|
1,087
|
|
|
$
|
1,025
|
|
Standard
|
|
Effective Date
(a)
|
2016-01
|
Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities
|
January 1, 2018
|
2016-15
|
Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments
|
January 1, 2018
|
2016-16
|
Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory
|
January 1, 2018
|
2016-18
|
Statement of Cash Flows (Topic 230): Restricted Cash
|
January 1, 2018
|
|
|
|
|
|
|
Fair Value
|
||||||||||||||||||||||||||
|
|
Total Cost Basis
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||||||||||||||||||||
Millions of dollars
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||
Money market funds
(1)
|
|
$
|
32
|
|
|
$
|
29
|
|
|
$
|
32
|
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32
|
|
|
$
|
29
|
|
Net derivative contracts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(84
|
)
|
|
41
|
|
|
(84
|
)
|
|
41
|
|
||||||||
Available for sale investments
|
|
6
|
|
|
4
|
|
|
23
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
16
|
|
Millions of dollars
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Finished products
|
|
$
|
2,729
|
|
|
$
|
2,070
|
|
Raw materials and work in process
|
|
715
|
|
|
651
|
|
||
|
|
3,444
|
|
|
2,721
|
|
||
Less: excess of FIFO cost over LIFO cost
|
|
(99
|
)
|
|
(98
|
)
|
||
Total inventories
|
|
$
|
3,345
|
|
|
$
|
2,623
|
|
Millions of dollars
|
|
September 30,
2017 |
|
December 31,
2016 |
||||
Land
|
|
$
|
126
|
|
|
$
|
128
|
|
Buildings
|
|
1,683
|
|
|
1,652
|
|
||
Machinery and equipment
|
|
8,797
|
|
|
8,085
|
|
||
Accumulated depreciation
|
|
(6,741
|
)
|
|
(6,055
|
)
|
||
Property, plant and equipment, net
|
|
$
|
3,865
|
|
|
$
|
3,810
|
|
Millions of dollars
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Commercial paper
|
|
$
|
1,138
|
|
|
$
|
—
|
|
Short-term borrowings to banks
|
|
304
|
|
|
34
|
|
||
Total notes payable
|
|
$
|
1,442
|
|
|
$
|
34
|
|
|
|
Product Warranty
|
|
Legacy Product Warranty
|
|
Total
|
||||||||||||||||||
Millions of dollars
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Balance at January 1
|
|
$
|
251
|
|
|
$
|
239
|
|
|
$
|
69
|
|
|
$
|
254
|
|
|
$
|
320
|
|
|
$
|
493
|
|
Issuances/accruals during the period
|
|
251
|
|
|
228
|
|
|
1
|
|
|
—
|
|
|
252
|
|
|
228
|
|
||||||
Settlements made during the period/other
|
|
(226
|
)
|
|
(218
|
)
|
|
(70
|
)
|
|
(145
|
)
|
|
(296
|
)
|
|
(363
|
)
|
||||||
Balance at September 30
|
|
$
|
276
|
|
|
$
|
249
|
|
|
$
|
—
|
|
|
$
|
109
|
|
|
$
|
276
|
|
|
$
|
358
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current portion
|
|
$
|
203
|
|
|
$
|
188
|
|
|
$
|
—
|
|
|
$
|
109
|
|
|
$
|
203
|
|
|
$
|
297
|
|
Non-current portion
|
|
73
|
|
|
61
|
|
|
—
|
|
|
—
|
|
|
73
|
|
|
61
|
|
||||||
Total
|
|
$
|
276
|
|
|
$
|
249
|
|
|
$
|
—
|
|
|
$
|
109
|
|
|
$
|
276
|
|
|
$
|
358
|
|
|
|
Notional (Local)
|
|
Notional (USD)
|
|
Maturity
|
||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
||||||||
Instrument
|
|
|
|
|
|
|
|
|
|
|
||||||||
Senior note - 0.625%
|
|
€
|
500
|
|
|
€
|
500
|
|
|
$
|
591
|
|
|
$
|
527
|
|
|
March 2020
|
Commercial Paper
|
|
€
|
300
|
|
|
€
|
—
|
|
|
$
|
354
|
|
|
$
|
—
|
|
|
October 2017
|
Foreign exchange forwards/options
|
|
MXN 7,200
|
|
MXN 0
|
|
$
|
396
|
|
|
$
|
—
|
|
|
August 2022
|
|
|
|
|
Fair Value of
|
|
Type
of Hedge (1) |
|
|
||||||||||||||||||||||
|
|
Notional Amount
|
|
Hedge Assets
|
|
Hedge Liabilities
|
|
Maximum Term (Months)
|
||||||||||||||||||||||
Millions of dollars
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
|
2017
|
|
2016
|
||||||||||||
Derivatives accounted for as hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange forwards/options
|
|
$
|
3,257
|
|
|
$
|
1,813
|
|
|
$
|
9
|
|
|
$
|
32
|
|
|
$
|
108
|
|
|
$
|
10
|
|
|
(CF/NI)
|
|
59
|
|
58
|
Commodity swaps/options
|
|
280
|
|
|
299
|
|
|
28
|
|
|
7
|
|
|
1
|
|
|
11
|
|
|
(CF)
|
|
39
|
|
36
|
||||||
Total derivatives accounted for as hedges
|
|
|
|
|
|
$
|
37
|
|
|
$
|
39
|
|
|
$
|
109
|
|
|
$
|
21
|
|
|
|
|
|
|
|
||||
Derivatives not accounted for as hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange forwards/options
|
|
$
|
3,190
|
|
|
$
|
3,262
|
|
|
$
|
24
|
|
|
$
|
39
|
|
|
$
|
36
|
|
|
$
|
16
|
|
|
N/A
|
|
36
|
|
35
|
Commodity swaps/options
|
|
1
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
8
|
|
2
|
||||||
Total derivatives not accounted for as hedges
|
|
|
|
|
|
24
|
|
|
39
|
|
|
36
|
|
|
16
|
|
|
|
|
|
|
|
||||||||
Total derivatives
|
|
|
|
|
|
$
|
61
|
|
|
$
|
78
|
|
|
$
|
145
|
|
|
$
|
37
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current
|
|
|
|
|
|
$
|
52
|
|
|
$
|
54
|
|
|
$
|
82
|
|
|
$
|
35
|
|
|
|
|
|
|
|
||||
Noncurrent
|
|
|
|
|
|
9
|
|
|
24
|
|
|
63
|
|
|
2
|
|
|
|
|
|
|
|
||||||||
Total derivatives
|
|
|
|
|
|
$
|
61
|
|
|
$
|
78
|
|
|
$
|
145
|
|
|
$
|
37
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
|
||||||||||||||
|
|
Gain (Loss)
Recognized in OCI (Effective Portion) |
|
Gain (Loss) Reclassified from
OCI into Earnings
(Effective Portion)
(1)
|
|
||||||||||||
Cash Flow Hedges - Millions of dollars
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||||||
Foreign exchange forwards/options
|
|
$
|
(49
|
)
|
|
$
|
9
|
|
|
$
|
(34
|
)
|
|
$
|
(1
|
)
|
(a)
|
Commodity swaps/options
|
|
18
|
|
|
(2
|
)
|
|
11
|
|
|
(6
|
)
|
(a)
|
||||
Interest rate derivatives
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
(b)
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Net Investment Hedges
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
|
|
$
|
(54
|
)
|
|
$
|
7
|
|
|
$
|
(24
|
)
|
|
$
|
(7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
Three Months Ended September 30,
|
|
||||||||||
|
|
|
|
|
|
Gain (Loss) Recognized on Derivatives not
Accounted for as Hedges
(2)
|
|
||||||||||
Derivatives not Accounted for as Hedges - Millions of dollars
|
|
|
|
|
|
2017
|
|
2016
|
|
||||||||
Foreign exchange forwards/options
|
|
|
|
|
|
$
|
(21
|
)
|
|
$
|
(9
|
)
|
|
|
|
Nine Months Ended September 30,
|
|
||||||||||||||
|
|
Gain (Loss)
Recognized in OCI (Effective Portion) |
|
Gain (Loss) Reclassified from
OCI into Earnings
(Effective Portion)
(1)
|
|
||||||||||||
Cash Flow Hedges - Millions of dollars
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
||||||||
Foreign exchange
|
|
$
|
(109
|
)
|
|
$
|
3
|
|
|
$
|
(76
|
)
|
|
$
|
11
|
|
(a)
|
Commodity swaps/options
|
|
35
|
|
|
19
|
|
|
29
|
|
|
(30
|
)
|
(a)
|
||||
Interest rate derivatives
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
(b)
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Net Investment Hedges
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency
|
|
(63
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||
|
|
$
|
(137
|
)
|
|
$
|
22
|
|
|
$
|
(48
|
)
|
|
$
|
(19
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
Nine Months Ended September 30,
|
|
||||||||||
|
|
|
|
|
|
Gain (Loss) Recognized on Derivatives not
Accounted for as Hedges
(2)
|
|
||||||||||
Derivatives not Accounted for as Hedges - Millions of dollars
|
|
|
|
|
|
2017
|
|
2016
|
|
||||||||
Foreign exchange forwards/options
|
|
|
|
|
|
$
|
(100
|
)
|
|
$
|
(43
|
)
|
|
|
|
Three Months Ended September 30,
|
||||||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||||||
Millions of dollars
|
|
Pre-tax
|
Tax Effect
|
Net
|
|
Pre-tax
|
Tax Effect
|
Net
|
||||||||||||
Currency translation adjustments
|
|
$
|
20
|
|
$
|
—
|
|
$
|
20
|
|
|
$
|
25
|
|
$
|
—
|
|
$
|
25
|
|
Cash flow and net investment hedges
|
|
(22
|
)
|
10
|
|
(12
|
)
|
|
23
|
|
(9
|
)
|
14
|
|
||||||
Pension and other postretirement benefits plans
|
|
(15
|
)
|
14
|
|
(1
|
)
|
|
10
|
|
(3
|
)
|
7
|
|
||||||
Available for sale securities
|
|
7
|
|
—
|
|
7
|
|
|
(1
|
)
|
—
|
|
(1
|
)
|
||||||
Other comprehensive income (loss)
|
|
(10
|
)
|
24
|
|
14
|
|
|
57
|
|
(12
|
)
|
45
|
|
||||||
Less: Other comprehensive income (loss) available to noncontrolling interests
|
|
2
|
|
—
|
|
2
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Other comprehensive income (loss) available to Whirlpool
|
|
$
|
(12
|
)
|
$
|
24
|
|
$
|
12
|
|
|
$
|
57
|
|
$
|
(12
|
)
|
$
|
45
|
|
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
|
|
2017
|
|
2016
|
||||||||||||||||
Millions of dollars
|
|
Pre-tax
|
Tax Effect
|
Net
|
|
Pre-tax
|
Tax Effect
|
Net
|
||||||||||||
Currency translation adjustments
|
|
$
|
96
|
|
$
|
—
|
|
$
|
96
|
|
|
$
|
81
|
|
$
|
—
|
|
$
|
81
|
|
Cash flow and net investment hedges
|
|
(47
|
)
|
17
|
|
(30
|
)
|
|
61
|
|
(20
|
)
|
41
|
|
||||||
Pension and other postretirement benefits plans
|
|
5
|
|
7
|
|
12
|
|
|
62
|
|
(22
|
)
|
40
|
|
||||||
Available for sale securities
|
|
7
|
|
—
|
|
7
|
|
|
(4
|
)
|
—
|
|
(4
|
)
|
||||||
Other comprehensive income (loss)
|
|
61
|
|
24
|
|
85
|
|
|
200
|
|
(42
|
)
|
158
|
|
||||||
Less: Other comprehensive income (loss) available to noncontrolling interests
|
|
1
|
|
—
|
|
1
|
|
|
2
|
|
—
|
|
2
|
|
||||||
Other comprehensive income (loss) available to Whirlpool
|
|
$
|
60
|
|
$
|
24
|
|
$
|
84
|
|
|
$
|
198
|
|
$
|
(42
|
)
|
$
|
156
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
|
||||
Millions of dollars
|
|
(Gain) Loss Reclassified
|
|
(Gain) Loss Reclassified
|
|
Classification in Earnings
|
||||
Cash flow hedges, pre-tax
|
|
$
|
24
|
|
|
$
|
48
|
|
|
Cost of products sold
|
Pension and postretirement benefits, pre-tax
|
|
9
|
|
|
30
|
|
|
Interest and sundry (income) expense
|
Millions of dollars
|
|
Total
|
|
Whirlpool
Common
Stockholders
|
|
Noncontrolling
Interests
|
||||||
Stockholders' equity, December 31, 2016
|
|
$
|
5,728
|
|
|
$
|
4,773
|
|
|
$
|
955
|
|
Net earnings (loss)
|
|
609
|
|
|
618
|
|
|
(9
|
)
|
|||
Other comprehensive income
|
|
85
|
|
|
84
|
|
|
1
|
|
|||
Comprehensive income (loss)
|
|
694
|
|
|
702
|
|
|
(8
|
)
|
|||
Common stock
|
|
1
|
|
|
1
|
|
|
—
|
|
|||
Treasury stock
|
|
(550
|
)
|
|
(550
|
)
|
|
—
|
|
|||
Additional paid-in capital
|
|
61
|
|
|
61
|
|
|
—
|
|
|||
Dividends declared on common stock
|
|
(247
|
)
|
|
(235
|
)
|
|
(12
|
)
|
|||
Stockholders' equity, September 30, 2017
|
|
$
|
5,687
|
|
|
$
|
4,752
|
|
|
$
|
935
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
Millions of dollars and shares
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Numerator for basic and diluted earnings per share - Net earnings available to Whirlpool
|
|
$
|
276
|
|
|
$
|
238
|
|
|
$
|
618
|
|
|
$
|
708
|
|
Denominator for basic earnings per share - weighted-average shares
|
|
72.9
|
|
|
75.7
|
|
|
73.9
|
|
|
76.4
|
|
||||
Effect of dilutive securities – share-based compensation
|
|
1.1
|
|
|
1.2
|
|
|
1.2
|
|
|
1.1
|
|
||||
Denominator for diluted earnings per share – adjusted weighted-average shares
|
|
74.0
|
|
|
76.9
|
|
|
75.1
|
|
|
77.5
|
|
||||
Anti-dilutive stock options/awards excluded from earnings per share
|
|
0.5
|
|
|
0.3
|
|
|
0.6
|
|
|
0.3
|
|
Millions of dollars
|
December 31,
2016 |
Charge to Earnings
|
Cash Paid
|
Non-cash
and Other
|
September 30,
2017 |
||||||||||
Employee termination costs
|
$
|
71
|
|
$
|
96
|
|
$
|
(85
|
)
|
$
|
—
|
|
$
|
82
|
|
Asset impairment costs
|
—
|
|
23
|
|
—
|
|
(23
|
)
|
—
|
|
|||||
Facility exit costs
|
2
|
|
18
|
|
(17
|
)
|
—
|
|
3
|
|
|||||
Other exit costs
|
14
|
|
13
|
|
(11
|
)
|
10
|
|
26
|
|
|||||
Total
|
$
|
87
|
|
$
|
150
|
|
$
|
(113
|
)
|
$
|
(13
|
)
|
$
|
111
|
|
Millions of dollars
|
|
September 30,
2017 |
||
North America
|
|
$
|
10
|
|
EMEA
|
|
122
|
|
|
Latin America
|
|
7
|
|
|
Asia
|
|
3
|
|
|
Corporate / Other
|
|
8
|
|
|
Total
|
|
$
|
150
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
Millions of dollars
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Earnings before income taxes
|
|
$
|
268
|
|
|
$
|
305
|
|
|
$
|
678
|
|
|
$
|
806
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income tax (benefit) expense computed at United States statutory tax rate
|
|
94
|
|
|
107
|
|
|
237
|
|
|
282
|
|
||||
Valuation allowances (releases)
|
|
(84
|
)
|
|
(59
|
)
|
|
(77
|
)
|
|
(164
|
)
|
||||
Audits and settlements
|
|
7
|
|
|
(3
|
)
|
|
1
|
|
|
(35
|
)
|
||||
U.S. foreign income items, net of credits
|
|
(17
|
)
|
|
4
|
|
|
(70
|
)
|
|
(6
|
)
|
||||
Foreign government tax incentive
|
|
(4
|
)
|
|
(2
|
)
|
|
(7
|
)
|
|
(5
|
)
|
||||
Other
|
|
—
|
|
|
14
|
|
|
(15
|
)
|
|
(8
|
)
|
||||
Income tax (benefit) expense computed at effective worldwide tax rates
|
|
$
|
(4
|
)
|
|
$
|
61
|
|
|
$
|
69
|
|
|
$
|
64
|
|
|
|
Three Months Ended September 30,
|
||||||||||||||||||||||
|
|
United States
Pension Benefits |
|
Foreign
Pension Benefits |
|
Other Postretirement
Benefits |
||||||||||||||||||
Millions of dollars
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Service cost
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest cost
|
|
34
|
|
|
37
|
|
|
6
|
|
|
7
|
|
|
4
|
|
|
5
|
|
||||||
Expected return on plan assets
|
|
(43
|
)
|
|
(47
|
)
|
|
(8
|
)
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
||||||
Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial loss
|
|
12
|
|
|
12
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Prior service credit
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(3
|
)
|
||||||
Settlement and curtailment loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic cost
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||
|
|
United States
Pension Benefits |
|
Foreign
Pension Benefits |
|
Other Postretirement
Benefits |
||||||||||||||||||
Millions of dollars
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Service cost
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
5
|
|
|
$
|
5
|
|
Interest cost
|
|
101
|
|
|
111
|
|
|
17
|
|
|
21
|
|
|
12
|
|
|
13
|
|
||||||
Expected return on plan assets
|
|
(131
|
)
|
|
(140
|
)
|
|
(23
|
)
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
||||||
Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial loss
|
|
37
|
|
|
35
|
|
|
5
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||||
Prior service credit
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
(11
|
)
|
||||||
Settlement and curtailment loss
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic cost
|
|
$
|
7
|
|
|
$
|
6
|
|
|
$
|
4
|
|
|
$
|
6
|
|
|
$
|
6
|
|
|
$
|
7
|
|
|
|
Three Months Ended September 30,
|
||||||||||||||||||||||
|
|
United States
Pension Benefits |
|
Foreign
Pension Benefits |
|
Other Postretirement
Benefits |
||||||||||||||||||
Millions of dollars
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Operating profit (loss)
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest and sundry (income) expense
|
|
2
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||
Net periodic benefit cost (credit)
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||
|
|
United States
Pension Benefits |
|
Foreign
Pension Benefits |
|
Other Postretirement
Benefits |
||||||||||||||||||
Millions of dollars
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||
Operating profit (loss)
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
5
|
|
|
$
|
5
|
|
Interest and sundry (income) expense
|
|
5
|
|
|
4
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
2
|
|
||||||
Net periodic benefit cost (credit)
|
|
$
|
7
|
|
|
$
|
6
|
|
|
$
|
4
|
|
|
$
|
6
|
|
|
$
|
6
|
|
|
$
|
7
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
Consolidated - Millions of dollars, except per share data
|
|
2017
|
|
2016
|
|
Better/(Worse)
|
|
2017
|
|
2016
|
|
Better/(Worse)
|
Net sales
|
|
$5,418
|
|
$5,248
|
|
3.2%
|
|
$15,551
|
|
$15,062
|
|
3.2%
|
Gross margin
|
|
915
|
|
940
|
|
(2.7)%
|
|
2,617
|
|
2,732
|
|
(4.2)%
|
Selling, general and administrative
|
|
521
|
|
519
|
|
(0.4)%
|
|
1,546
|
|
1,535
|
|
(0.7)%
|
Restructuring costs
|
|
45
|
|
29
|
|
(59.9)%
|
|
150
|
|
116
|
|
(29.7)%
|
Interest and sundry (income) expense
|
|
21
|
|
30
|
|
30.0%
|
|
69
|
|
103
|
|
33.0%
|
Interest expense
|
|
42
|
|
39
|
|
(6.3)%
|
|
122
|
|
118
|
|
(3.1)%
|
Income tax (benefit) expense
|
|
(4)
|
|
61
|
|
nm
|
|
69
|
|
64
|
|
(7.3)%
|
Net earnings available to Whirlpool
|
|
276
|
|
238
|
|
15.9%
|
|
618
|
|
708
|
|
(12.7)%
|
Diluted net earnings available to Whirlpool per share
|
|
$3.72
|
|
$3.10
|
|
20.0%
|
|
$8.23
|
|
$9.16
|
|
(10.2)%
|
•
|
North America net sales
increase
d
4.9%
and
6.5%
for the
three and nine months ended
September 30, 2017
, respectively, compared to the same periods in
2016
. The
increase
for the
three months ended
September 30, 2017
was primarily driven by
unit volume
growth and a favorable impact from foreign currency. The
increase
for the
nine months ended
September 30, 2017
was primarily driven by
unit volume
growth, partially offset by unfavorable impacts from foreign currency. Excluding the impact from foreign currency, net sales
increased 4.4%
and
6.6%
for the
three and nine months ended
September 30, 2017
, respectively, compared to the same periods in
2016
.
|
•
|
EMEA net sales
decrease
d
3.9%
and
7.6%
for the
three and nine months ended
September 30, 2017
, respectively, compared to the same periods in
2016
. The
decrease
for the
three months ended
September 30, 2017
was primarily driven by
unit volume
declines, partially offset by a favorable impact from foreign currency and product price/mix. The
decrease
for the
nine months ended
September 30, 2017
was primarily driven by
unit volume
declines, unfavorable impacts from foreign currency and product price/mix. Excluding the impact from foreign currency, net sales
decreased 7.7%
and
7.1%
for the
three and nine months ended
September 30, 2017
, respectively, compared to the same periods in
2016
.
|
•
|
Latin America net sales
increase
d
6.1%
and
7.9%
for the
three and nine months ended
September 30, 2017
, respectively, compared to the same periods in
2016
. The
increase
for the
three months ended
September 30, 2017
was primarily driven by
unit volume
growth and a favorable impact from foreign currency, partially offset by an unfavorable impact from product price/mix. The
increase
for the
nine months ended
September 30, 2017
was primarily driven by a favorable impact from foreign currency and
unit volume
growth, partially offset by an unfavorable impact from product price/mix. Excluding the impact from foreign currency, net sales
increased 4.9%
and
2.7%
for the
three and nine months ended
September 30, 2017
, respectively, compared to the same periods in
2016
.
|
•
|
Asia net sales
increase
d
5.4%
and
5.7%
for the
three and nine months ended
September 30, 2017
, respectively, compared to the same periods in
2016
. The
increase
for the
three months ended
September 30, 2017
was primarily driven by a favorable impact from product price/mix,
unit volume
growth and foreign currency. The
increase
for the
nine months ended
September 30, 2017
was primarily driven by unit volume growth, partially offset by unfavorable impacts from product price/mix in China and foreign currency. Additionally, the Company reduced net sales related to adjustments of trade promotion accruals in prior periods. Excluding the impact from foreign currency, net sales
increased 3.8%
and
6.5%
for the
three and nine months ended
September 30, 2017
, respectively, compared to the same periods in
2016
.
|
•
|
North America gross margin
decrease
d for the
three and nine months ended
September 30, 2017
compared to the same periods in
2016
, primarily due to impacts from raw material inflation, partially offset by benefits from unit volume growth.
|
•
|
EMEA gross margin
decrease
d for the
three and nine months ended
September 30, 2017
compared to the same periods in
2016
, primarily due to unfavorable impacts from product price/mix, raw material inflation and unit volume declines, partially offset by benefits from cost productivity and restructuring benefits.
|
•
|
Latin America gross margin
decrease
d for the
three months ended
September 30, 2017
and increased for the
nine months ended
September 30, 2017
compared to the same periods in
2016
. The
decrease
for the
three months ended
September 30, 2017
was primarily due to unfavorable impacts from product price/mix and raw material inflation,
partially offset by a favorable impact from cost productivity . The increase for the
nine months ended
September 30, 2017
was primarily due to a favorable impact from cost productivity, partially offset by an unfavorable impact from raw material inflation.
|
•
|
Asia gross margin
decrease
d for the
three and nine months ended
September 30, 2017
compared to the same periods in
2016
, primarily due to raw material inflation and unfavorable impacts from product price/mix in China, partially offset by benefits from cost productivity. Additionally, gross margin also includes an adjustment primarily related to trade promotion accruals in prior periods.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
Millions of dollars
|
|
2017
|
|
As a %
of Net Sales
|
|
2016
|
|
As a %
of Net Sales
|
|
2017
|
|
As a %
of Net Sales
|
|
2016
|
|
As a %
of Net Sales
|
North America
|
|
$200
|
|
6.7%
|
|
$203
|
|
7.1%
|
|
$584
|
|
6.8%
|
|
$583
|
|
7.3%
|
EMEA
|
|
138
|
|
10.9%
|
|
141
|
|
10.7%
|
|
401
|
|
11.5%
|
|
429
|
|
11.3%
|
Latin America
|
|
75
|
|
8.8%
|
|
75
|
|
9.4%
|
|
242
|
|
9.6%
|
|
221
|
|
9.5%
|
Asia
|
|
66
|
|
18.5%
|
|
53
|
|
15.7%
|
|
175
|
|
15.5%
|
|
162
|
|
15.1%
|
Corporate/other
|
|
42
|
|
—
|
|
47
|
|
—
|
|
144
|
|
—
|
|
140
|
|
—
|
Consolidated
|
|
$521
|
|
9.6%
|
|
$519
|
|
9.9%
|
|
$1,546
|
|
9.9%
|
|
$1,535
|
|
10.2%
|
|
2017
|
||
|
Current Outlook
|
||
Estimated earnings per diluted share, for the year ending December 31, 2017
|
$11.10
|
—
|
$11.40
|
Including:
|
|
|
|
Restructuring Expense
|
$(2.66)
|
||
Out-of-Period Adjustment
|
$(0.27)
|
||
Income Tax Impact
|
$0.45
|
||
|
|
||
Industry demand
|
|
||
North America
(1)
|
4%
|
—
|
6%
|
EMEA
|
Flat
|
—
|
2%
|
Latin America
(2)
|
Flat
|
||
Asia
|
Flat
|
—
|
2%
|
|
2017
|
||
Millions of dollars
|
Current Outlook
|
||
Cash provided by operating activities
(1)
|
$1,550
|
-
|
$1,600
|
Capital expenditures, proceeds from sale of assets/businesses and changes in restricted cash
|
(650)
|
-
|
(700)
|
Free cash flow
|
~
|
$900
|
|
|
Nine Months Ended September 30,
|
||||||
Millions of dollars
|
|
2017
|
|
2016
|
||||
Cash provided by (used in):
|
|
|
|
|
||||
Operating activities
|
|
$
|
(33
|
)
|
|
$
|
(175
|
)
|
Investing activities
|
|
(349
|
)
|
|
(303
|
)
|
||
Financing activities
|
|
335
|
|
|
729
|
|
||
Effect of exchange rate changes on cash
|
|
49
|
|
|
2
|
|
||
Net change in cash and cash equivalents
|
|
$
|
2
|
|
|
$
|
253
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
PART II.
|
OTHER INFORMATION
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
Period (Millions of dollars, except number and price per share)
|
Total Number of Shares Purchased
|
Average Price Paid per Share
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans
|
||||||
July 1, 2017 through July 31, 2017
|
—
|
|
$
|
—
|
|
—
|
|
$
|
2,350
|
|
August 1, 2017 through August 31, 2017
|
937,500
|
|
173.14
|
|
937,500
|
|
2,188
|
|
||
September 1, 2017 through September 30, 2017
|
220,681
|
|
170.70
|
|
220,681
|
|
2,150
|
|
||
Total
|
1,158,181
|
|
$
|
172.68
|
|
1,158,181
|
|
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
|
|
|
WHIRLPOOL CORPORATION
|
|
|
|
(Registrant)
|
|
By:
|
|
/s/ JAMES W. PETERS
|
|
Name:
|
|
James W. Peters
|
|
Title:
|
|
Executive Vice President
and Chief Financial Officer
|
|
Date:
|
|
October 24, 2017
|
Name of Bank
|
Commitment
|
JPMorgan Chase Bank, N.A.
|
$232,000,000
|
Citibank, N.A.
|
$232,000,000
|
BNP Paribas
|
$232,000,000
|
Mizuho Bank, Ltd.
|
$232,000,000
|
Wells Fargo Bank, National Association
|
$232,000,000
|
Bank of America, N.A.
|
$140,000,000
|
Deutsche Bank AG New York Branch
|
$140,000,000
|
Goldman Sachs Bank USA
|
$140,000,000
|
HSBC Bank USA, National Association
|
$140,000,000
|
ING Bank N.V., Dublin Branch
|
$140,000,000
|
Intesa Sanpaolo S.p.A. - New York Branch
|
$140,000,000
|
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
|
$140,000,000
|
UniCredit Bank AG, New York Branch
|
$140,000,000
|
Banco Santander, S.A.
|
$100,000,000
|
Bank of China, Chicago Branch
|
$100,000,000
|
The Bank of Nova Scotia
|
$100,000,000
|
Bayerische Landesbank, New York Branch
|
$60,000,000
|
Credit Industriel et Commerical, New York Branch
|
$60,000,000
|
Credit Suisse (Schweiz) AG
|
$60,000,000
|
Itau Unibanco S.A. New York Branch
|
$60,000,000
|
Societe Generale
|
$60,000,000
|
The Northern Trust Company
|
$60,000,000
|
US Bank National Association
|
$60,000,000
|
Total of Commitments:
|
$3,000,000,000
|
To:
|
JPMorgan Chase Bank, N.A.
|
Re:
|
Third Amended and Restated Long Term Credit Agreement dated as of May 17, 2016 among Whirlpool Corporation, Whirlpool Europe B.V., Whirlpool Finance B.V., Whirlpool Canada Holding Co., the other borrowers from time to time party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent for such lenders, Citibank, N.A., as Syndication Agent, and BNP Paribas and Mizuho Bank, Ltd., as Documentation Agents (as amended, supplemented or otherwise modified from time to time through the date hereof, the “Credit Agreement”).
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Whirlpool Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant, as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
October 24, 2017
|
|
|
|
|
/s/ MARC R. BITZER
|
||
Name:
|
|
Marc R. Bitzer
|
Title:
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Whirlpool Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant, as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
October 24, 2017
|
|
|
|
|
/s/ JAMES W. PETERS
|
||
Name:
|
|
James W. Peters
|
Title:
|
|
Executive Vice President
and Chief Financial Officer
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly represents, in all material respects, the financial condition and results of operations of Whirlpool.
|
/s/ MARC R. BITZER
|
||
Name:
|
|
Marc R. Bitzer
|
Title:
|
|
Chief Executive Officer
|
Date:
|
|
October 24, 2017
|
|
|
|
/s/ JAMES W. PETERS
|
||
Name:
|
|
James W. Peters
|
Title:
|
|
Executive Vice President and
Chief Financial Officer
|
Date:
|
|
October 24, 2017
|