ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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38-1490038
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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2000 North M-63,
Benton Harbor, Michigan
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49022-2692
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
ý
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Accelerated filer
¨
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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Emerging growth company
¨
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Class of common stock
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Shares outstanding at July 20, 2018
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Common stock, par value $1 per share
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64,563,249
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PAGE
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Exhibit
s
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PART I. FINANCIAL INFORMATION
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ITEM 1.
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FINANCIAL STATEMENTS
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|||||||||||||||
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Three Months Ended
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Six Months Ended
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||||||||||||
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2018
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2017
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2018
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2017
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||||||||
Net sales
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$
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5,140
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$
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5,347
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$
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10,051
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$
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10,133
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Expenses
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||||||||
Cost of products sold
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4,260
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4,471
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8,359
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8,431
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||||
Gross margin
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880
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876
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1,692
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1,702
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Selling, general and administrative
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541
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526
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1,046
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1,025
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||||
Intangible amortization
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20
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17
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40
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34
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||||
Restructuring costs
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44
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59
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188
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105
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||||
Impairment of goodwill and other intangibles
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747
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—
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747
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—
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||||
Operating profit (loss)
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(472
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)
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274
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|
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(329
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)
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538
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||||
Other (income) expense
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||||||||
Interest and sundry (income) expense
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90
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|
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23
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|
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82
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|
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48
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||||
Interest expense
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47
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39
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89
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|
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80
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|
||||
Earnings (loss) before income taxes
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(609
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)
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212
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(500
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)
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410
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||||
Income tax expense
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30
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33
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45
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73
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||||
Net earnings (loss)
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(639
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)
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179
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|
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(545
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)
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337
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||||
Less: Net earnings (loss) available to noncontrolling interests
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18
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(10
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)
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18
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(5
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)
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||||
Net earnings (loss) available to Whirlpool
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$
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(657
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)
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$
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189
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$
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(563
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)
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$
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342
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Per share of common stock
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||||||||
Basic net earnings (loss) available to Whirlpool
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$
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(9.50
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)
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$
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2.55
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$
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(8.03
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)
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$
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4.60
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Diluted net earnings (loss) available to Whirlpool
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$
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(9.50
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)
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$
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2.52
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$
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(8.03
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)
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$
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4.53
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Dividends declared
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$
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1.15
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$
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1.10
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$
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2.25
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$
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2.10
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Weighted-average shares outstanding (in millions)
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||||||||
Basic
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69.1
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74.0
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70.1
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74.4
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Diluted
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69.1
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75.1
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70.1
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75.6
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||||||||
Comprehensive income (loss)
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$
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(802
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)
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$
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170
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$
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(703
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)
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$
|
408
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(Unaudited)
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||||
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June 30, 2018
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December 31, 2017
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||||
Assets
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||||
Current assets
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||||
Cash and cash equivalents
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$
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1,057
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$
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1,196
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Accounts receivable, net of allowance of $143 and $157, respectively
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2,464
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2,665
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Inventories
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3,032
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2,988
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Prepaid and other current assets
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946
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1,081
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Assets held for sale
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884
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—
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Total current assets
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8,383
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7,930
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Property, net of accumulated depreciation of $6,095 and $6,825, respectively
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3,427
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4,033
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Goodwill
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2,499
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3,118
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Other intangibles, net of accumulated amortization of $498 and $476, respectively
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2,354
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2,591
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Deferred income taxes
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2,072
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2,013
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Other noncurrent assets
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335
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353
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Total assets
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$
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19,070
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$
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20,038
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Liabilities and stockholders' equity
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Current liabilities
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Accounts payable
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$
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4,051
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$
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4,797
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Accrued expenses
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785
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674
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Accrued advertising and promotions
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597
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853
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Employee compensation
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314
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414
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Notes payable
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1,796
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450
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Current maturities of long-term debt
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262
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376
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Other current liabilities
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815
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941
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Liabilities held for sale
|
525
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—
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Total current liabilities
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9,145
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8,505
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Noncurrent liabilities
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||||
Long-term debt
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4,781
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4,392
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Pension benefits
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931
|
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1,029
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Postretirement benefits
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336
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|
352
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Other noncurrent liabilities
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533
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632
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Total noncurrent liabilities
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6,581
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6,405
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Stockholders' equity
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|
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||||
Common stock, $1 par value, 250 million shares authorized, 112 million shares issued, and 65 million and 71 million shares outstanding, respectively
|
112
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112
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|
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Additional paid-in capital
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2,766
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|
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2,739
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Retained earnings
|
6,701
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7,352
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Accumulated other comprehensive loss
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(2,506
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)
|
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(2,331
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)
|
||
Treasury stock, 47 million and 41 million shares, respectively
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(4,675
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)
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(3,674
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)
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Total Whirlpool stockholders' equity
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2,398
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4,198
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Noncontrolling interests
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946
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930
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|
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Total stockholders' equity
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3,344
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5,128
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|
||
Total liabilities and stockholders' equity
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$
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19,070
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$
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20,038
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Six Months Ended
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||||||
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2018
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|
2017
|
||||
Operating activities
|
|
|
|
||||
Net earnings (loss)
|
$
|
(545
|
)
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|
$
|
337
|
|
Adjustments to reconcile net earnings to cash provided by (used in) operating activities:
|
|
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|
||||
Depreciation and amortization
|
339
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|
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319
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|
||
Impairment of goodwill and other intangibles
|
747
|
|
|
—
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(103
|
)
|
|
(179
|
)
|
||
Inventories
|
(399
|
)
|
|
(522
|
)
|
||
Accounts payable
|
(287
|
)
|
|
175
|
|
||
Accrued advertising and promotions
|
(226
|
)
|
|
(108
|
)
|
||
Accrued expenses and current liabilities
|
191
|
|
|
(78
|
)
|
||
Taxes deferred and payable, net
|
(66
|
)
|
|
(84
|
)
|
||
Accrued pension and postretirement benefits
|
(46
|
)
|
|
(35
|
)
|
||
Employee compensation
|
(31
|
)
|
|
(2
|
)
|
||
Other
|
(158
|
)
|
|
(14
|
)
|
||
Cash used in operating activities
|
(584
|
)
|
|
(191
|
)
|
||
Investing activities
|
|
|
|
||||
Capital expenditures
|
(194
|
)
|
|
(210
|
)
|
||
Proceeds from sale of assets and business
|
27
|
|
|
4
|
|
||
Proceeds from held-to-maturity securities
|
60
|
|
|
—
|
|
||
Investment in related businesses
|
(2
|
)
|
|
(32
|
)
|
||
Other
|
—
|
|
|
(5
|
)
|
||
Cash used in investing activities
|
(109
|
)
|
|
(243
|
)
|
||
Financing activities
|
|
|
|
||||
Proceeds from borrowings of long-term debt
|
700
|
|
|
—
|
|
||
Repayments of long-term debt
|
(376
|
)
|
|
(260
|
)
|
||
Net proceeds from short-term borrowings
|
1,398
|
|
|
1,052
|
|
||
Dividends paid
|
(159
|
)
|
|
(155
|
)
|
||
Repurchase of common stock
|
(1,001
|
)
|
|
(350
|
)
|
||
Common stock issued
|
7
|
|
|
32
|
|
||
Other
|
—
|
|
|
(6
|
)
|
||
Cash provided by financing activities
|
569
|
|
|
313
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(42
|
)
|
|
39
|
|
||
Decrease in cash, cash equivalents and restricted cash
|
(166
|
)
|
|
(82
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
1,293
|
|
|
1,240
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
1,127
|
|
|
$
|
1,158
|
|
Standard
|
|
Effective Date
|
2016-01
|
Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities
|
January 1, 2018
|
2016-04
|
Liabilities-Extinguishments of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products
|
January 1, 2018
|
2016-15
|
Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments
|
January 1, 2018
|
2016-18
|
Statement of Cash Flows (Topic 230): Restricted Cash
|
January 1, 2018
|
2017-01
|
Business Combinations (Topic 805): Clarifying the Definition of a Business
|
January 1, 2018
|
2017-09
|
Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting
|
January 1, 2018
|
Standard
|
|
Effective Date
|
2016-13
|
Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
|
January 1, 2020
|
2018-07
|
Compensation - Stock Compensation (Topic 718): Improvements to Non-Employee Share Based Payment Accounting
|
January 1, 2019
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||
Millions of dollars
|
|
2018
|
|
2018
|
||||
Major product categories:
|
|
|
|
|
||||
Laundry
|
|
$
|
1,463
|
|
|
$
|
3,025
|
|
Refrigeration
|
|
1,606
|
|
|
2,897
|
|
||
Cooking
|
|
1,089
|
|
|
2,138
|
|
||
Dishwashing
|
|
412
|
|
|
808
|
|
||
Total major product category net sales
|
|
$
|
4,570
|
|
|
$
|
8,868
|
|
Compressors
|
|
285
|
|
|
581
|
|
||
Spare parts and warranties
|
|
249
|
|
|
522
|
|
||
Other
|
|
36
|
|
|
80
|
|
||
Total net sales
|
|
$
|
5,140
|
|
|
$
|
10,051
|
|
|
Six Months Ended June 30,
|
||||||
Millions of dollars
|
2018
|
|
2017
|
||||
Cash and cash equivalents as presented in our Consolidated Condensed Balance Sheets
|
1,057
|
|
|
1,041
|
|
||
Restricted cash included in prepaid and other current assets
(1)
|
47
|
|
|
46
|
|
||
Restricted cash included in other noncurrent assets
(1)
|
23
|
|
|
71
|
|
||
Cash, cash equivalents and restricted cash as presented in our Consolidated Condensed Statements of Cash Flows
|
$
|
1,127
|
|
|
$
|
1,158
|
|
|
December 31,
|
||||||
Millions of dollars
|
2017
|
|
2016
|
||||
Cash and cash equivalents as presented in our Consolidated Condensed Balance Sheets
|
1,196
|
|
|
1,085
|
|
||
Restricted cash included in prepaid and other current assets
|
48
|
|
|
45
|
|
||
Restricted cash included in other noncurrent assets
|
49
|
|
|
110
|
|
||
Cash, cash equivalents and restricted cash as presented in our Consolidated Condensed Statements of Cash Flows
|
$
|
1,293
|
|
|
$
|
1,240
|
|
Millions of dollars
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Finished products
|
|
$
|
2,524
|
|
|
$
|
2,374
|
|
Raw materials and work in process
|
|
634
|
|
|
725
|
|
||
|
|
3,158
|
|
|
3,099
|
|
||
Less: excess of FIFO cost over LIFO cost
|
|
(126
|
)
|
|
(111
|
)
|
||
Total inventories
|
|
$
|
3,032
|
|
|
$
|
2,988
|
|
Millions of dollars
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Land
|
|
$
|
117
|
|
|
$
|
123
|
|
Buildings
|
|
1,655
|
|
|
1,789
|
|
||
Machinery and equipment
|
|
7,750
|
|
|
8,946
|
|
||
Accumulated depreciation
|
|
(6,095
|
)
|
|
(6,825
|
)
|
||
Property, plant and equipment, net
|
|
$
|
3,427
|
|
|
$
|
4,033
|
|
Millions of dollars
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Commercial paper
|
|
$
|
537
|
|
|
$
|
401
|
|
Short-term borrowings due to banks
|
|
1,259
|
|
|
49
|
|
||
Total notes payable
|
|
$
|
1,796
|
|
|
$
|
450
|
|
|
|
Product Warranty
|
|
Legacy Product Warranty
|
|
Total
|
||||||||||||||||||
Millions of dollars
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Balance at January 1
|
|
$
|
277
|
|
|
$
|
251
|
|
|
$
|
—
|
|
|
$
|
69
|
|
|
$
|
277
|
|
|
$
|
320
|
|
Issuances/accruals during the period
|
|
145
|
|
|
158
|
|
|
—
|
|
|
1
|
|
|
145
|
|
|
159
|
|
||||||
Settlements made during the period/other
|
|
(147
|
)
|
|
(154
|
)
|
|
—
|
|
|
(47
|
)
|
|
(147
|
)
|
|
(201
|
)
|
||||||
Balance at June 30
|
|
$
|
275
|
|
|
$
|
255
|
|
|
$
|
—
|
|
|
$
|
23
|
|
|
$
|
275
|
|
|
$
|
278
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current portion
|
|
$
|
200
|
|
|
$
|
189
|
|
|
$
|
—
|
|
|
$
|
23
|
|
|
$
|
200
|
|
|
$
|
212
|
|
Non-current portion
|
|
75
|
|
|
66
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|
66
|
|
||||||
Total
|
|
$
|
275
|
|
|
$
|
255
|
|
|
$
|
—
|
|
|
$
|
23
|
|
|
$
|
275
|
|
|
$
|
278
|
|
|
|
Three Months Ended June 30,
|
||||||||||||||||||||||
|
|
United States
Pension Benefits |
|
Foreign
Pension Benefits |
|
Other Postretirement
Benefits |
||||||||||||||||||
Millions of dollars
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Service cost
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Interest cost
|
|
29
|
|
|
33
|
|
|
6
|
|
|
6
|
|
|
3
|
|
|
4
|
|
||||||
Expected return on plan assets
|
|
(42
|
)
|
|
(44
|
)
|
|
(9
|
)
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
||||||
Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial loss
|
|
13
|
|
|
13
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Prior service credit
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(3
|
)
|
||||||
Settlement and curtailment (gain) loss
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic benefit cost (credit)
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
(2
|
)
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||
|
|
United States
Pension Benefits |
|
Foreign
Pension Benefits |
|
Other Postretirement
Benefits |
||||||||||||||||||
Millions of dollars
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Service cost
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
4
|
|
Interest cost
|
|
59
|
|
|
67
|
|
|
12
|
|
|
11
|
|
|
7
|
|
|
8
|
|
||||||
Expected return on plan assets
|
|
(85
|
)
|
|
(88
|
)
|
|
(17
|
)
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
||||||
Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial loss
|
|
26
|
|
|
25
|
|
|
5
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||||
Prior service credit
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(7
|
)
|
||||||
Settlement and curtailment (gain) loss
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic cost
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
11
|
|
|
$
|
5
|
|
|
|
Three Months Ended June 30,
|
||||||||||||||||||||||
|
|
United States
Pension Benefits |
|
Foreign
Pension Benefits |
|
Other Postretirement
Benefits |
||||||||||||||||||
Millions of dollars
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Operating profit (loss)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Interest and sundry (income) expense
|
|
—
|
|
|
2
|
|
|
(4
|
)
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
Net periodic benefit cost (credit)
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
(2
|
)
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||
|
|
United States
Pension Benefits |
|
Foreign
Pension Benefits |
|
Other Postretirement
Benefits |
||||||||||||||||||
Millions of dollars
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||
Operating profit (loss)
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
4
|
|
Interest and sundry (income) expense
|
|
(1
|
)
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
8
|
|
|
1
|
|
||||||
Net periodic benefit cost (credit)
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
11
|
|
|
$
|
5
|
|
|
|
Notional (Local)
|
|
Notional (USD)
|
|
Current Maturity
|
||||||||||||
Instrument
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
|||||||||
Senior note - 0.625%
|
|
€
|
500
|
|
|
€
|
500
|
|
|
$
|
583
|
|
|
$
|
600
|
|
|
March 2020
|
Commercial Paper
|
|
€
|
150
|
|
|
€
|
150
|
|
|
$
|
175
|
|
|
$
|
180
|
|
|
July 2018
|
Foreign exchange forwards/options
|
|
MXN 7,200
|
|
|
MXN 7,200
|
|
|
$
|
366
|
|
|
$
|
366
|
|
|
August 2022
|
|
|
|
|
Fair Value of
|
|
Type
of Hedge (1) |
|
|
||||||||||||||||||||||
|
|
Notional Amount
|
|
Hedge Assets
|
|
Hedge Liabilities
|
|
Maximum Term (Months)
|
||||||||||||||||||||||
Millions of dollars
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|||||||||||||
Derivatives accounted for as hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Foreign exchange forwards/options
|
|
$
|
3,135
|
|
|
$
|
3,113
|
|
|
$
|
57
|
|
|
$
|
55
|
|
|
$
|
83
|
|
|
$
|
157
|
|
|
(CF/NI)
|
|
50
|
|
56
|
Commodity swaps/options
|
|
274
|
|
|
269
|
|
|
12
|
|
|
29
|
|
|
9
|
|
|
1
|
|
|
(CF)
|
|
30
|
|
36
|
||||||
Total derivatives accounted for as hedges
|
|
|
|
|
|
$
|
69
|
|
|
$
|
84
|
|
|
$
|
92
|
|
|
$
|
158
|
|
|
|
|
|
|
|
||||
Derivatives not accounted for as hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange forwards/options
|
|
$
|
3,810
|
|
|
$
|
3,390
|
|
|
$
|
33
|
|
|
$
|
58
|
|
|
$
|
55
|
|
|
$
|
50
|
|
|
N/A
|
|
27
|
|
33
|
Commodity swaps/options
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
0
|
|
5
|
||||||
Total derivatives not accounted for as hedges
|
|
|
|
|
|
33
|
|
|
58
|
|
|
55
|
|
|
50
|
|
|
|
|
|
|
|
||||||||
Total derivatives
|
|
|
|
|
|
$
|
102
|
|
|
$
|
142
|
|
|
$
|
147
|
|
|
$
|
208
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Current
|
|
|
|
|
|
$
|
72
|
|
|
$
|
89
|
|
|
$
|
66
|
|
|
$
|
81
|
|
|
|
|
|
|
|
||||
Noncurrent
|
|
|
|
|
|
30
|
|
|
53
|
|
|
81
|
|
|
127
|
|
|
|
|
|
|
|
||||||||
Total derivatives
|
|
|
|
|
|
$
|
102
|
|
|
$
|
142
|
|
|
$
|
147
|
|
|
$
|
208
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
||||||||||||||
|
|
Gain (Loss)
Recognized in OCI (Effective Portion) |
|
Gain (Loss) Reclassified from
OCI into Earnings
(Effective Portion)
(1)
|
|
||||||||||||
Cash Flow Hedges - Millions of dollars
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||||||
Foreign exchange forwards/options
|
|
$
|
76
|
|
|
$
|
(50
|
)
|
|
$
|
44
|
|
|
$
|
(37
|
)
|
(a)
|
Commodity swaps/options
|
|
(5
|
)
|
|
2
|
|
|
10
|
|
|
8
|
|
(a)
|
||||
Interest rate derivatives
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
(b)
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Net Investment Hedges
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency
|
|
57
|
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
||||
|
|
$
|
128
|
|
|
$
|
(88
|
)
|
|
$
|
53
|
|
|
$
|
(29
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
Three Months Ended June 30,
|
|
||||||||||
|
|
|
|
Gain (Loss) Recognized on Derivatives not
Accounted for as Hedges
(2)
|
|
||||||||||||
Derivatives not Accounted for as Hedges - Millions of dollars
|
|
|
|
|
|
2018
|
|
2017
|
|
||||||||
Foreign exchange forwards/options
|
|
|
|
|
|
$
|
123
|
|
|
$
|
(41
|
)
|
|
|
|
Six Months Ended June 30,
|
|
||||||||||||||
|
|
Gain (Loss)
Recognized in OCI (Effective Portion) |
|
Gain (Loss) Reclassified from
OCI into Earnings
(Effective Portion)
(1)
|
|
||||||||||||
Cash Flow Hedges - Millions of dollars
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||||||
Foreign exchange
|
|
$
|
76
|
|
|
$
|
(60
|
)
|
|
$
|
42
|
|
|
$
|
(42
|
)
|
(a)
|
Commodity swaps/options
|
|
(15
|
)
|
|
17
|
|
|
23
|
|
|
18
|
|
(a)
|
||||
Interest rate derivatives
|
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
(b)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||
Net Investment Hedges
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency
|
|
5
|
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
||||
|
|
$
|
66
|
|
|
$
|
(83
|
)
|
|
$
|
64
|
|
|
$
|
(24
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
Six Months Ended June 30,
|
|
||||||||||
|
|
|
|
Gain (Loss) Recognized on Derivatives not
Accounted for as Hedges
(2)
|
|
||||||||||||
Derivatives not Accounted for as Hedges - Millions of dollars
|
|
|
|
|
|
2018
|
|
2017
|
|
||||||||
Foreign exchange forwards/options
|
|
|
|
|
|
$
|
63
|
|
|
$
|
(79
|
)
|
|
|
|
|
|
|
|
Fair Value
|
||||||||||||||||||||||||||
Millions of dollars
|
|
Total Cost Basis
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||||||||||||||||||||
Measured at fair value on a recurring basis:
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||||||||
Money market funds
(1)
|
|
$
|
396
|
|
|
$
|
255
|
|
|
$
|
8
|
|
|
$
|
2
|
|
|
$
|
388
|
|
|
$
|
253
|
|
|
$
|
396
|
|
|
$
|
255
|
|
Net derivative contracts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
(66
|
)
|
|
(45
|
)
|
|
(66
|
)
|
||||||||
Available for sale investments
|
|
7
|
|
|
6
|
|
|
20
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
22
|
|
||||||||
Held-to-maturity investments
(2)
|
|
—
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
60
|
|
|
Fair Value
|
|||||
Millions of dollars
|
Level 3
|
|||||
Measured at fair value on a non-recurring basis:
|
2018
|
2017
|
||||
Assets:
|
|
|
||||
Goodwill
(3)
|
$
|
315
|
|
$
|
—
|
|
Indefinite-lived intangible assets
(4)
|
384
|
|
—
|
|
||
Definite-lived intangible assets
(5)
|
—
|
|
—
|
|
||
Total level 3 assets
|
$
|
699
|
|
$
|
—
|
|
|
|
Three Months Ended June 30,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
||||||||||||||||
Millions of dollars
|
|
Pre-tax
|
Tax Effect
|
Net
|
|
Pre-tax
|
Tax Effect
|
Net
|
||||||||||||
Currency translation adjustments
|
|
$
|
(196
|
)
|
$
|
(7
|
)
|
$
|
(203
|
)
|
|
$
|
2
|
|
$
|
—
|
|
$
|
2
|
|
Cash flow and net investment hedges
|
|
42
|
|
(11
|
)
|
31
|
|
|
(28
|
)
|
10
|
|
(18
|
)
|
||||||
Pension and other postretirement benefits plans
|
|
13
|
|
(4
|
)
|
9
|
|
|
11
|
|
(6
|
)
|
5
|
|
||||||
Available for sale securities
|
|
—
|
|
—
|
|
—
|
|
|
2
|
|
—
|
|
2
|
|
||||||
Other comprehensive income (loss)
|
|
(141
|
)
|
(22
|
)
|
(163
|
)
|
|
(13
|
)
|
4
|
|
(9
|
)
|
||||||
Less: Other comprehensive income (loss) available to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Other comprehensive income (loss) available to Whirlpool
|
|
$
|
(141
|
)
|
$
|
(22
|
)
|
$
|
(163
|
)
|
|
$
|
(13
|
)
|
$
|
4
|
|
$
|
(9
|
)
|
|
|
Six Months Ended June 30,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
||||||||||||||||
Millions of dollars
|
|
Pre-tax
|
Tax Effect
|
Net
|
|
Pre-tax
|
Tax Effect
|
Net
|
||||||||||||
Currency translation adjustments
|
|
$
|
(170
|
)
|
$
|
(6
|
)
|
$
|
(176
|
)
|
|
$
|
76
|
|
$
|
—
|
|
$
|
76
|
|
Cash flow and net investment hedges
|
|
(22
|
)
|
5
|
|
(17
|
)
|
|
(25
|
)
|
7
|
|
(18
|
)
|
||||||
Pension and other postretirement benefits plans
|
|
50
|
|
(15
|
)
|
35
|
|
|
20
|
|
(7
|
)
|
13
|
|
||||||
Available for sale securities
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Other comprehensive income (loss)
|
|
(142
|
)
|
(16
|
)
|
(158
|
)
|
|
71
|
|
—
|
|
71
|
|
||||||
Less: Other comprehensive income (loss) available to noncontrolling interests
|
|
1
|
|
—
|
|
1
|
|
|
(1
|
)
|
—
|
|
(1
|
)
|
||||||
Other comprehensive income (loss) available to Whirlpool
|
|
$
|
(143
|
)
|
$
|
(16
|
)
|
$
|
(159
|
)
|
|
$
|
72
|
|
$
|
—
|
|
$
|
72
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
||||
Millions of dollars
|
|
(Gain) Loss Reclassified
|
|
(Gain) Loss Reclassified
|
|
Classification in Earnings
|
||||
Cash flow hedges, pre-tax
|
|
$
|
(14
|
)
|
|
$
|
(19
|
)
|
|
Cost of products sold
|
Cash flow hedges, pre-tax
|
|
(39
|
)
|
|
(45
|
)
|
|
Interest and sundry (income) expense
|
||
Pension and postretirement benefits, pre-tax
|
|
10
|
|
|
28
|
|
|
Interest and sundry (income) expense
|
Millions of dollars
|
|
Total
|
|
Whirlpool
Common
Stockholders
|
|
Noncontrolling
Interests
|
||||||
Stockholders' equity, December 31, 2017
|
|
$
|
5,128
|
|
|
$
|
4,198
|
|
|
$
|
930
|
|
Net earnings (loss)
|
|
(545
|
)
|
|
(563
|
)
|
|
18
|
|
|||
Other comprehensive income (loss)
|
|
(158
|
)
|
|
(159
|
)
|
|
1
|
|
|||
Comprehensive income (loss)
|
|
(703
|
)
|
|
(722
|
)
|
|
19
|
|
|||
Adjustment to beginning retained earnings
(1)
|
|
72
|
|
|
72
|
|
|
—
|
|
|||
Adjustment to beginning accumulated other comprehensive loss
|
|
(17
|
)
|
|
(17
|
)
|
|
—
|
|
|||
Common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Treasury stock
|
|
(1,001
|
)
|
|
(1,001
|
)
|
|
—
|
|
|||
Additional paid-in capital
|
|
27
|
|
|
27
|
|
|
—
|
|
|||
Dividends declared on common stock
|
|
(162
|
)
|
|
(159
|
)
|
|
(3
|
)
|
|||
Stockholders' equity, June 30, 2018
|
|
$
|
3,344
|
|
|
$
|
2,398
|
|
|
$
|
946
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Millions of dollars and shares
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Numerator for basic and diluted earnings per share - Net earnings (loss) available to Whirlpool
|
|
$
|
(657
|
)
|
|
$
|
189
|
|
|
$
|
(563
|
)
|
|
$
|
342
|
|
Denominator for basic earnings per share - weighted-average shares
|
|
69.1
|
|
|
74.0
|
|
|
70.1
|
|
|
74.4
|
|
||||
Effect of dilutive securities – share-based compensation
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
1.2
|
|
||||
Denominator for diluted earnings per share – adjusted weighted-average shares
|
|
69.1
|
|
|
75.1
|
|
|
70.1
|
|
|
75.6
|
|
||||
Anti-dilutive stock options/awards excluded from earnings per share
|
|
2.0
|
|
|
0.5
|
|
|
1.9
|
|
|
0.6
|
|
Millions of dollars
|
December 31,
2017 |
Charge to Earnings
|
Cash Paid
|
Non-cash
and Other
|
June 30,
2018 |
||||||||||
Employee termination costs
|
$
|
131
|
|
$
|
130
|
|
$
|
(110
|
)
|
$
|
—
|
|
$
|
151
|
|
Asset impairment costs
|
—
|
|
27
|
|
—
|
|
(27
|
)
|
—
|
|
|||||
Facility exit costs
|
2
|
|
26
|
|
(28
|
)
|
—
|
|
—
|
|
|||||
Other exit costs
|
29
|
|
5
|
|
(7
|
)
|
(5
|
)
|
22
|
|
|||||
Total
|
$
|
162
|
|
$
|
188
|
|
$
|
(145
|
)
|
$
|
(32
|
)
|
$
|
173
|
|
Millions of dollars
|
June 30,
2018 |
||
North America
|
$
|
4
|
|
EMEA
|
78
|
|
|
Latin America
|
90
|
|
|
Asia
|
1
|
|
|
Corporate / Other
|
15
|
|
|
Total
|
$
|
188
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Millions of dollars
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Earnings (loss) before income taxes
|
|
$
|
(609
|
)
|
|
$
|
212
|
|
|
$
|
(500
|
)
|
|
$
|
410
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income tax expense computed at United States statutory tax rate
|
|
(128
|
)
|
|
74
|
|
|
(105
|
)
|
|
143
|
|
||||
Valuation allowances
|
|
39
|
|
|
6
|
|
|
39
|
|
|
7
|
|
||||
Audits and settlements
|
|
(3
|
)
|
|
(9
|
)
|
|
(3
|
)
|
|
(6
|
)
|
||||
U.S. foreign income items, net of credits
|
|
(34
|
)
|
|
(34
|
)
|
|
(45
|
)
|
|
(53
|
)
|
||||
Non deductible impairments
|
|
138
|
|
|
—
|
|
|
138
|
|
|
—
|
|
||||
Non deductible government payments
|
|
37
|
|
|
—
|
|
|
37
|
|
|
—
|
|
||||
Other
|
|
(19
|
)
|
|
(4
|
)
|
|
(16
|
)
|
|
(18
|
)
|
||||
Income tax expense computed at effective worldwide tax rates
|
|
$
|
30
|
|
|
$
|
33
|
|
|
$
|
45
|
|
|
$
|
73
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
in millions
|
|
June 30, 2018
|
June 30, 2017
|
|
June 30, 2018
|
June 30, 2017
|
||||||
Total EBIT
|
|
$
|
(562
|
)
|
251
|
|
|
$
|
(411
|
)
|
490
|
|
Less: Interest expense
|
|
47
|
|
39
|
|
|
89
|
|
80
|
|
||
Less: Income tax expense
|
|
30
|
|
33
|
|
|
45
|
|
73
|
|
||
Net earnings (loss)
|
|
$
|
(639
|
)
|
179
|
|
|
$
|
(545
|
)
|
337
|
|
Millions of dollars
|
June 30, 2018
|
|
December 31, 2017
|
||||
Accounts receivable, net of allowance of $8 and $7, respectively
|
225
|
|
|
202
|
|
||
Inventories
|
199
|
|
|
215
|
|
||
Prepaid and other current assets
|
47
|
|
|
61
|
|
||
Property, net of accumulated depreciation of $699 and $740, respectively
|
354
|
|
|
390
|
|
||
Other noncurrent assets
|
59
|
|
|
36
|
|
||
Total assets
|
$
|
884
|
|
|
$
|
904
|
|
|
|
|
|
||||
Accounts payable
|
$
|
352
|
|
|
$
|
392
|
|
Accrued expenses
|
25
|
|
|
25
|
|
||
Accrued advertising and promotion
|
15
|
|
|
24
|
|
||
Other current liabilities
|
96
|
|
|
42
|
|
||
Other noncurrent liabilities
|
37
|
|
|
45
|
|
||
Total liabilities
|
$
|
525
|
|
|
$
|
528
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
Millions of dollars
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Earnings before income taxes
|
9
|
|
|
25
|
|
|
16
|
|
|
65
|
|
Millions of dollars
|
North
America |
|
EMEA
|
|
Latin
America |
|
Asia
|
|
Total
Whirlpool |
||||||||||
Beginning balance December 31, 2017
|
$
|
1,755
|
|
|
$
|
920
|
|
|
$
|
5
|
|
|
$
|
438
|
|
|
$
|
3,118
|
|
Reassignment of goodwill
(1)
|
(54
|
)
|
|
—
|
|
|
53
|
|
|
1
|
|
|
—
|
|
|||||
Impairment
|
—
|
|
|
(579
|
)
|
|
—
|
|
|
—
|
|
|
(579
|
)
|
|||||
Reclassification of asset held for sale
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||||
Currency translation adjustment
|
(2
|
)
|
|
(26
|
)
|
|
(1
|
)
|
|
(7
|
)
|
|
(36
|
)
|
|||||
Ending net balance June 30, 2018
|
$
|
1,699
|
|
|
$
|
315
|
|
|
$
|
53
|
|
|
$
|
432
|
|
|
$
|
2,499
|
|
|
|
June 30, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
Millions of dollars
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
Other intangible assets, finite lives:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Customer relationships
(1)
|
|
$
|
635
|
|
|
$
|
(311
|
)
|
|
$
|
324
|
|
|
$
|
639
|
|
|
$
|
(297
|
)
|
|
$
|
342
|
|
Patents and other
(2)
|
|
329
|
|
|
(187
|
)
|
|
142
|
|
|
387
|
|
|
(179
|
)
|
|
208
|
|
||||||
Total other intangible assets, finite lives
|
|
$
|
964
|
|
|
$
|
(498
|
)
|
|
$
|
466
|
|
|
$
|
1,026
|
|
|
$
|
(476
|
)
|
|
$
|
550
|
|
Trademarks, indefinite lives
(3)
|
|
1,888
|
|
|
—
|
|
|
1,888
|
|
|
2,041
|
|
|
—
|
|
|
2,041
|
|
||||||
Total other intangible assets
|
|
$
|
2,852
|
|
|
$
|
(498
|
)
|
|
$
|
2,354
|
|
|
$
|
3,067
|
|
|
$
|
(476
|
)
|
|
$
|
2,591
|
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||
Consolidated - Millions of dollars, except per share data
|
|
2018
|
|
2017
|
|
Better/(Worse)
|
|
2018
|
|
2017
|
|
Better/(Worse)
|
||||||||
Units (in thousands)
|
|
16,120
|
|
|
17,679
|
|
|
(8.8)%
|
|
31,413
|
|
|
33,840
|
|
|
(7.2)%
|
||||
Net sales
|
|
$
|
5,140
|
|
|
$
|
5,347
|
|
|
(3.9)
|
|
$
|
10,051
|
|
|
$
|
10,133
|
|
|
(0.8)
|
Gross margin
|
|
880
|
|
|
876
|
|
|
0.4
|
|
1,692
|
|
|
1,702
|
|
|
(0.6)
|
||||
Selling, general and administrative
|
|
541
|
|
|
526
|
|
|
(2.7)
|
|
1,046
|
|
|
1,025
|
|
|
(2.0)
|
||||
Restructuring costs
|
|
44
|
|
|
59
|
|
|
25.3
|
|
188
|
|
|
105
|
|
|
(79.5)
|
||||
Interest and sundry (income) expense
|
|
90
|
|
|
23
|
|
|
nm
|
|
82
|
|
|
48
|
|
|
(70.1)
|
||||
Interest expense
|
|
47
|
|
|
39
|
|
|
(18.3)
|
|
89
|
|
|
80
|
|
|
(10.9)
|
||||
Income tax expense
|
|
30
|
|
|
33
|
|
|
9.6
|
|
45
|
|
|
73
|
|
|
37.8
|
||||
Net earnings (loss) available to Whirlpool
|
|
(657
|
)
|
|
189
|
|
|
nm
|
|
(563
|
)
|
|
342
|
|
|
nm
|
||||
Diluted net earnings (loss) available to Whirlpool per share
|
|
$
|
(9.50
|
)
|
|
$
|
2.52
|
|
|
nm
|
|
$
|
(8.03
|
)
|
|
$
|
4.53
|
|
|
nm
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
Millions of dollars
|
|
2018
|
|
As a %
of Net Sales
|
2017
|
|
As a %
of Net Sales
|
2018
|
|
As a %
of Net Sales
|
2017
|
|
As a %
of Net Sales
|
|||
North America
|
|
$206
|
|
7.4%
|
|
$199
|
|
7.0%
|
|
$367
|
|
6.9%
|
|
$362
|
|
6.8%
|
EMEA
|
|
139
|
|
12.7%
|
|
139
|
|
11.6%
|
|
282
|
|
13.0%
|
|
263
|
|
11.8%
|
Latin America
|
|
84
|
|
9.8%
|
|
84
|
|
8.5%
|
|
170
|
|
9.7%
|
|
180
|
|
9.4%
|
Asia
|
|
64
|
|
14.8%
|
|
55
|
|
14.8%
|
|
127
|
|
14.5%
|
|
118
|
|
14.6%
|
Corporate/other
|
|
48
|
|
—
|
|
49
|
|
—
|
|
100
|
|
—
|
|
102
|
|
—
|
Consolidated
|
|
$541
|
|
10.5%
|
|
$526
|
|
9.8%
|
|
$1,046
|
|
10.4%
|
|
$1,025
|
|
10.1%
|
|
|
Six Months Ended June 30,
|
||||||
Millions of dollars
|
|
2018
|
|
2017
|
||||
Cash provided by (used in):
|
|
|
|
|
||||
Operating activities
|
|
$
|
(584
|
)
|
|
$
|
(191
|
)
|
Investing activities
|
|
(109
|
)
|
|
(243
|
)
|
||
Financing activities
|
|
569
|
|
|
313
|
|
||
Effect of exchange rate changes on cash
|
|
(42
|
)
|
|
39
|
|
||
Net change in cash and cash equivalents
|
|
$
|
(166
|
)
|
|
$
|
(82
|
)
|
•
|
Earnings before interest and taxes (EBIT)
|
•
|
Ongoing EBIT
|
•
|
Ongoing EBIT margin
|
•
|
Sales excluding foreign currency
|
•
|
Ongoing net sales
|
•
|
Free cash flow
|
Ongoing Earnings Before Interest & Taxes (EBIT) Reconciliation:
in millions
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||
2018
|
2017
|
|
2018
|
2017
|
|||||||||
Net earnings (loss) available to Whirlpool
|
$
|
(657
|
)
|
$
|
189
|
|
|
$
|
(563
|
)
|
$
|
342
|
|
Net earnings (loss) available to noncontrolling interests
|
18
|
|
(10
|
)
|
|
18
|
|
(5
|
)
|
||||
Income tax expense
|
30
|
|
33
|
|
|
45
|
|
73
|
|
||||
Interest expense
|
47
|
|
39
|
|
|
89
|
|
80
|
|
||||
Earnings before interest & taxes
|
$
|
(562
|
)
|
$
|
251
|
|
|
$
|
(411
|
)
|
$
|
490
|
|
Restructuring expense
|
44
|
|
59
|
|
|
188
|
|
105
|
|
||||
French antitrust settlement
|
114
|
|
—
|
|
|
114
|
|
—
|
|
||||
Impairment of goodwill and other intangibles
|
747
|
|
—
|
|
|
747
|
|
—
|
|
||||
Out-of-period adjustment
|
—
|
|
40
|
|
|
—
|
|
40
|
|
||||
Ongoing EBIT
|
$
|
343
|
|
$
|
350
|
|
|
$
|
638
|
|
$
|
635
|
|
Free Cash Flow (FCF) Reconciliation:
in millions
|
Six Months Ended
|
|||||
2018
|
2017
|
|||||
Cash used in operating activities
|
$
|
(584
|
)
|
$
|
(191
|
)
|
Capital expenditures
|
(194
|
)
|
(210
|
)
|
||
Proceeds from sale of assets and business
|
27
|
|
4
|
|
||
Change in restricted cash
(1)
|
26
|
|
41
|
|
||
Free cash flow
|
$
|
(725
|
)
|
$
|
(356
|
)
|
|
|
|
||||
Cash used in investing activities
|
$
|
(109
|
)
|
$
|
(243
|
)
|
Cash provided by financing activities
|
$
|
569
|
|
$
|
313
|
|
|
2018
|
||
Millions of dollars
|
Current Outlook
|
||
Cash provided by operating activities
(1)
|
~ $1,525
|
||
Capital expenditures, proceeds from sale of assets/businesses and changes in restricted cash
|
~(675)
|
||
Free cash flow
|
~ $850
|
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
|
||||||
April 1, 2018 through April 30, 2018
|
—
|
|
$
|
—
|
|
—
|
|
$
|
1,950
|
|
May 1, 2018 through May 31, 2018
|
6,269,591
|
|
159.50
|
|
6,269,591
|
|
950
|
|
||
June 1, 2018 through June 30, 2018
|
—
|
|
—
|
|
—
|
|
950
|
|
||
Total
|
6,269,591
|
|
$
|
159.50
|
|
6,269,591
|
|
|
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:
|
|
July 24, 2018
|
Lender
|
Commitment
|
|
|
Citibank, N.A.
|
$78,000,000
|
JPMorgan Chase Bank, N.A.
|
$78,000,000
|
BNP Paribas
|
$78,000,000
|
Mizuho Bank, Ltd.
|
$78,000,000
|
Wells Fargo Bank, National Association
|
$78,000,000
|
Bank of America, N.A.
|
$60,000,000
|
HSBC Bank USA, National Association
|
$60,000,000
|
ING Bank N.V., Dublin Branch
|
$60,000,000
|
Intesa Sanpaolo S.p.A. - New York Branch
|
$60,000,000
|
MUFG Bank, Ltd.
|
$60,000,000
|
UniCredit Bank AG, New York Branch
|
$60,000,000
|
Bank of China, Chicago Branch
|
$40,000,000
|
Santander Bank, N.A.
|
$40,000,000
|
The Bank of Nova Scotia
|
$40,000,000
|
Bayerische Landesbank, New York Branch
|
$25,000,000
|
U.S. Bank National Association
|
$25,000,000
|
Credit Industriel et Commercial, New York Branch
|
$20,000,000
|
Credit Suisse (Switzerland) Ltd.
|
$20,000,000
|
Societe Generale
|
$20,000,000
|
The Northern Trust Company
|
$20,000,000
|
TOTAL
|
$1,000,000,000
|
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:
|
July 24, 2018
|
|
|
|
|
/s/ MARC R. BITZER
|
||
Name:
|
Marc R. Bitzer
|
|
Title:
|
President and 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:
|
July 24, 2018
|
|
|
|
|
/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:
|
President and Chief Executive Officer
|
Date:
|
July 24, 2018
|
|
|
/s/ JAMES W. PETERS
|
|
Name:
|
James W. Peters
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Date:
|
July 24, 2018
|