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 April 19, 2019
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Common stock, par value $1 per share
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63,339,262
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PAGE
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Exhibit
s
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PART I. FINANCIAL INFORMATION
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ITEM 1.
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FINANCIAL STATEMENTS
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PAGE
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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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|||||||
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Three Months Ended
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||||||
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2019
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2018
|
||||
Net sales
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$
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4,760
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|
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$
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4,911
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Expenses
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|
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||||
Cost of products sold
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3,948
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4,099
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Gross margin
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812
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812
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Selling, general and administrative
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505
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505
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Intangible amortization
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18
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20
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||
Restructuring costs
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26
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144
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Operating profit
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263
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143
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Other (income) expense
|
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Interest and sundry (income) expense
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(130
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)
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(8
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)
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||
Interest expense
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51
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42
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Earnings before income taxes
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342
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|
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109
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Income tax (benefit) expense
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(132
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)
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15
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Net earnings
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474
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94
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Less: Net earnings available to noncontrolling interests
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3
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—
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Net earnings available to Whirlpool
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$
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471
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$
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94
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Per share of common stock
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||||
Basic net earnings available to Whirlpool
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$
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7.36
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$
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1.31
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Diluted net earnings available to Whirlpool
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$
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7.31
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$
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1.30
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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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Weighted-average shares outstanding (in millions)
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||||
Basic
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64.0
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71.2
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Diluted
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64.5
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72.1
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||||
Comprehensive income
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$
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567
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$
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99
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(Unaudited)
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March 31, 2019
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December 31, 2018
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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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1,163
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$
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1,498
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Accounts receivable, net of allowance of $131 and $136, respectively
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2,222
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2,210
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Inventories
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2,960
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2,533
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Prepaid and other current assets
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960
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839
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Assets held for sale
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931
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818
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Total current assets
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8,236
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7,898
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Property, net of accumulated depreciation of $6,263 and $6,190, respectively
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3,358
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3,414
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Right of use assets
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778
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—
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Goodwill
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2,456
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2,451
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Other intangibles, net of accumulated amortization of $545 and $527, respectively
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2,279
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2,296
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Deferred income taxes
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2,213
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1,989
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Other noncurrent assets
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366
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299
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Total assets
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$
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19,686
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$
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18,347
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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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4,310
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$
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4,487
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Accrued expenses
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655
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690
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Accrued advertising and promotions
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556
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827
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Employee compensation
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339
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393
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Notes payable
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2,019
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1,034
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Current maturities of long-term debt
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568
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947
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Other current liabilities
|
907
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811
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Liabilities held for sale
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524
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489
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Total current liabilities
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9,878
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9,678
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Noncurrent liabilities
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Long-term debt
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4,137
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4,046
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Pension benefits
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610
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637
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Postretirement benefits
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308
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318
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Lease liabilities
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649
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—
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Other noncurrent liabilities
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385
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463
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Total noncurrent liabilities
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6,089
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5,464
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Stockholders' equity
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Common stock, $1 par value, 250 million shares authorized, 112 million shares issued, and 63 million and 64 million shares outstanding, respectively
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112
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112
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Additional paid-in capital
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2,777
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2,768
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Retained earnings
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7,391
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6,933
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Accumulated other comprehensive loss
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(2,602
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)
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(2,695
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)
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Treasury stock, 49 million and 48 million shares, respectively
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(4,876
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)
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(4,827
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)
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Total Whirlpool stockholders' equity
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2,802
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2,291
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Noncontrolling interests
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917
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914
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Total stockholders' equity
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3,719
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3,205
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Total liabilities and stockholders' equity
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$
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19,686
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$
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18,347
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Three Months Ended
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||||||
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2019
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2018
|
||||
Operating activities
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|
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|
||||
Net earnings
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$
|
474
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$
|
94
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Adjustments to reconcile net earnings to cash provided by (used in) operating activities:
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Depreciation and amortization
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142
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177
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|
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Changes in assets and liabilities:
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||||
Accounts receivable
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(39
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)
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85
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|
||
Inventories
|
(475
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)
|
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(375
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)
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Accounts payable
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(182
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)
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(259
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)
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||
Accrued advertising and promotions
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(271
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)
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(287
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)
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Accrued expenses and current liabilities
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29
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|
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(28
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)
|
||
Taxes deferred and payable, net
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(190
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)
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(40
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)
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||
Accrued pension and postretirement benefits
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(23
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)
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(16
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)
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Employee compensation
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(44
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)
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(24
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)
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Other
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(316
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)
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(40
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)
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Cash used in operating activities
|
(895
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)
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(713
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)
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Investing activities
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Capital expenditures
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(85
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)
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(66
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)
|
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Proceeds from sale of assets and business
|
2
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6
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Proceeds from held-to-maturity securities
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—
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60
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|
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Investment in related businesses
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—
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|
|
(2
|
)
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Other
|
(3
|
)
|
|
(1
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)
|
||
Cash used in investing activities
|
(86
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)
|
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(3
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)
|
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Financing activities
|
|
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|
||||
Net proceeds from borrowings of long-term debt
|
695
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|
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—
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|
||
Repayments of long-term debt
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(939
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)
|
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(4
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)
|
||
Net proceeds from short-term borrowings
|
991
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|
599
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|
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Dividends paid
|
(73
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)
|
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(78
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)
|
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Repurchase of common stock
|
(50
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)
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—
|
|
||
Common stock issued
|
3
|
|
|
5
|
|
||
Cash provided by financing activities
|
627
|
|
|
522
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
11
|
|
|
25
|
|
||
Decrease in cash, cash equivalents and restricted cash
|
(343
|
)
|
|
(169
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
1,538
|
|
|
1,293
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|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
1,195
|
|
|
$
|
1,124
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•
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The Company did not elect the hindsight practical expedient, for all leases.
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•
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The Company elected the package of practical expedients to not reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs for all leases.
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•
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In March 2018, the FASB approved an optional transition method that allows companies to use the effective date as the date of initial application on transition. The Company elected this transition method, and as a result, will not adjust its comparative period financial information or make the newly required lease disclosures for periods before the effective date.
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•
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The Company elected to make the accounting policy election for short-term leases resulting in lease payments being recorded as an expense on a straight-line basis over the lease term.
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•
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The Company elected to not separate lease and non-lease components, for all leases.
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•
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The Company did not elect the land easement practical expedient.
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Standard
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Effective Date
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2016-13
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Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
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January 1, 2020
|
2018-13
|
Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement
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January 1, 2020
|
2018-14
|
Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans
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January 1, 2021
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2018-15
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Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred In a Cloud Computing Arrangement That Is a Service Contract
|
January 1, 2020
|
|
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Three Months Ended March 31,
|
||||||
Millions of dollars
|
|
2019
|
|
2018
|
||||
Major product categories:
|
|
|
|
|
||||
Laundry
|
|
$
|
1,483
|
|
|
$
|
1,562
|
|
Refrigeration
|
|
1,363
|
|
|
1,291
|
|
||
Cooking
|
|
1,044
|
|
|
1,049
|
|
||
Dishwashing
|
|
364
|
|
|
396
|
|
||
Total major product category net sales
|
|
$
|
4,254
|
|
|
$
|
4,298
|
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Compressors
|
|
312
|
|
|
296
|
|
||
Spare parts and warranties
|
|
191
|
|
|
273
|
|
||
Other
|
|
3
|
|
|
44
|
|
||
Total net sales
|
|
$
|
4,760
|
|
|
$
|
4,911
|
|
Maturity of Lease Liabilities
|
Operating Leases
(in millions)
|
||
2019
|
$
|
145
|
|
2020
|
173
|
|
|
2021
|
141
|
|
|
2022
|
118
|
|
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2023
|
106
|
|
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After 2023
|
302
|
|
|
Total lease payments
|
$
|
985
|
|
Less interest
|
143
|
|
|
Present value of lease liabilities
(1)
|
$
|
842
|
|
|
March 31,
|
||||||
Millions of dollars
|
2019
|
|
2018
|
||||
Cash and cash equivalents as presented in our Consolidated Condensed Balance Sheets
|
$
|
1,163
|
|
|
$
|
1,041
|
|
Restricted cash included in prepaid and other current assets
(1)
|
32
|
|
|
49
|
|
||
Restricted cash included in other noncurrent assets
(1)
|
—
|
|
|
34
|
|
||
Cash, cash equivalents and restricted cash as presented in our Consolidated Condensed Statements of Cash Flows
|
$
|
1,195
|
|
|
$
|
1,124
|
|
|
December 31,
|
||||||
Millions of dollars
|
2018
|
|
2017
|
||||
Cash and cash equivalents as presented in our Consolidated Balance Sheets
|
$
|
1,498
|
|
|
$
|
1,196
|
|
Restricted cash included in prepaid and other current assets
|
40
|
|
|
48
|
|
||
Restricted cash included in other noncurrent assets
|
—
|
|
|
49
|
|
||
Cash, cash equivalents and restricted cash as presented in our Consolidated Statements of Cash Flows
|
$
|
1,538
|
|
|
$
|
1,293
|
|
Millions of dollars
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Finished products
|
|
$
|
2,506
|
|
|
$
|
2,076
|
|
Raw materials and work in process
|
|
614
|
|
|
617
|
|
||
|
|
3,120
|
|
|
2,693
|
|
||
Less: excess of FIFO cost over LIFO cost
|
|
(160
|
)
|
|
(160
|
)
|
||
Total inventories
|
|
$
|
2,960
|
|
|
$
|
2,533
|
|
Millions of dollars
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Land
|
|
$
|
101
|
|
|
$
|
102
|
|
Buildings
|
|
1,603
|
|
|
1,593
|
|
||
Machinery and equipment
|
|
7,917
|
|
|
7,909
|
|
||
Accumulated depreciation
|
|
(6,263
|
)
|
|
(6,190
|
)
|
||
Property, plant and equipment, net
|
|
$
|
3,358
|
|
|
$
|
3,414
|
|
Millions of dollars
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Commercial paper
|
|
$
|
800
|
|
|
$
|
—
|
|
Short-term borrowings due to banks
|
|
1,219
|
|
|
1,034
|
|
||
Total notes payable
|
|
$
|
2,019
|
|
|
$
|
1,034
|
|
|
|
Product Warranty
|
||||||
Millions of dollars
|
|
2019
|
|
2018
|
||||
Balance at January 1
|
|
$
|
268
|
|
|
$
|
277
|
|
Issuances/accruals during the period
|
|
67
|
|
|
85
|
|
||
Settlements made during the period/other
|
|
(80
|
)
|
|
(83
|
)
|
||
Balance at March 31
|
|
$
|
255
|
|
|
$
|
279
|
|
|
|
|
|
|
||||
Current portion
|
|
$
|
182
|
|
|
$
|
202
|
|
Non-current portion
|
|
73
|
|
|
77
|
|
||
Total
|
|
$
|
255
|
|
|
$
|
279
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
|
United States
Pension Benefits |
|
Foreign
Pension Benefits |
|
Other Postretirement
Benefits |
||||||||||||||||||
Millions of dollars
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
Service cost
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Interest cost
|
|
31
|
|
|
30
|
|
|
6
|
|
|
6
|
|
|
4
|
|
|
4
|
|
||||||
Expected return on plan assets
|
|
(44
|
)
|
|
(43
|
)
|
|
(7
|
)
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
||||||
Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial loss
|
|
12
|
|
|
13
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||||
Prior service cost (credit)
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
3
|
|
||||||
Settlement and curtailment (gain) loss
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
||||||
Net periodic benefit cost (credit)
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
(3
|
)
|
|
$
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
|
United States
Pension Benefits |
|
Foreign
Pension Benefits |
|
Other Postretirement
Benefits |
||||||||||||||||||
Millions of dollars
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
Operating profit (loss)
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Interest and sundry (income) expense
|
|
(2
|
)
|
|
(1
|
)
|
|
2
|
|
|
1
|
|
|
(5
|
)
|
|
7
|
|
||||||
Net periodic benefit cost
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
(3
|
)
|
|
$
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional (Local)
|
|
Notional (USD)
|
|
Current Maturity
|
||||||||||||
Instrument
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
|||||||||
Senior note - 0.625%
|
|
€
|
500
|
|
|
€
|
500
|
|
|
$
|
561
|
|
|
$
|
573
|
|
|
March 2020
|
Commercial Paper
|
|
€
|
300
|
|
|
€
|
—
|
|
|
$
|
337
|
|
|
$
|
—
|
|
|
April 2019
|
Foreign exchange forwards/options
|
|
MXN 7,200
|
|
|
MXN 7,200
|
|
|
$
|
372
|
|
|
$
|
366
|
|
|
August 2022
|
|
|
|
|
Fair Value of
|
|
Type
of Hedge (1) |
|
|
||||||||||||||||||||||
|
|
Notional Amount
|
|
Hedge Assets
|
|
Hedge Liabilities
|
|
Maximum Term (Months)
|
||||||||||||||||||||||
Millions of dollars
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|||||||||||||
Derivatives accounted for as hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Foreign exchange forwards/options
|
|
$
|
3,012
|
|
|
$
|
3,126
|
|
|
$
|
47
|
|
|
$
|
49
|
|
|
$
|
34
|
|
|
$
|
48
|
|
|
(CF/NI)
|
|
41
|
|
44
|
Commodity swaps/options
|
|
243
|
|
|
216
|
|
|
11
|
|
|
1
|
|
|
12
|
|
|
27
|
|
|
(CF)
|
|
27
|
|
30
|
||||||
Interest rate derivatives
|
|
700
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
(CF)
|
|
119
|
|
0
|
||||||
Total derivatives accounted for as hedges
|
|
|
|
|
|
|
|
$
|
72
|
|
|
$
|
50
|
|
|
$
|
77
|
|
|
$
|
75
|
|
|
|
|
|
|
|
||
Derivatives not accounted for as hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign exchange forwards/options
|
|
$
|
3,061
|
|
|
$
|
4,382
|
|
|
$
|
30
|
|
|
$
|
27
|
|
|
$
|
16
|
|
|
$
|
69
|
|
|
N/A
|
|
18
|
|
21
|
Commodity swaps/options
|
|
36
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
N/A
|
|
27
|
|
0
|
||||||
Total derivatives not accounted for as hedges
|
|
|
|
|
|
|
|
31
|
|
|
27
|
|
|
17
|
|
|
69
|
|
|
|
|
|
|
|
||||||
Total derivatives
|
|
|
|
|
|
$
|
103
|
|
|
$
|
77
|
|
|
$
|
94
|
|
|
$
|
144
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Current
|
|
|
|
|
|
$
|
65
|
|
|
$
|
60
|
|
|
$
|
38
|
|
|
$
|
95
|
|
|
|
|
|
|
|
||||
Noncurrent
|
|
|
|
|
|
|
|
38
|
|
|
17
|
|
|
56
|
|
|
49
|
|
|
|
|
|
|
|
||||||
Total derivatives
|
|
|
|
|
|
$
|
103
|
|
|
$
|
77
|
|
|
$
|
94
|
|
|
$
|
144
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value
|
||||||||||||||||||||||||||
Millions of dollars
|
|
Total Cost Basis
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||||||||||||||||||||
Measured at fair value on a recurring basis:
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||
Money market funds
(1)
|
|
$
|
537
|
|
|
$
|
511
|
|
|
$
|
2
|
|
|
$
|
5
|
|
|
$
|
535
|
|
|
$
|
506
|
|
|
$
|
537
|
|
|
$
|
511
|
|
Net derivative contracts
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
(67
|
)
|
|
9
|
|
|
(67
|
)
|
||||||||
Available for sale investments
|
|
6
|
|
|
7
|
|
|
19
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
12
|
|
|
|
|
|
Whirlpool Stockholders' Equity
|
|
|
||||||||||||||||||
|
|
Total
|
|
Retained
Earnings
|
|
Accumulated Other
Comprehensive Income (Loss)
|
|
Treasury Stock/
Additional Paid-
in-Capital
|
|
Common
Stock
|
|
Non-
Controlling
Interests
|
||||||||||||
Balances, December 31, 2018
|
|
$
|
3,205
|
|
|
$
|
6,933
|
|
|
$
|
(2,695
|
)
|
|
$
|
(2,059
|
)
|
|
$
|
112
|
|
|
$
|
914
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net earnings
|
|
474
|
|
|
471
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Other comprehensive income
|
|
93
|
|
|
—
|
|
|
93
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Comprehensive income
|
|
567
|
|
|
471
|
|
|
93
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Adjustment to beginning retained earnings
(1)
|
|
61
|
|
|
61
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock issued (repurchased)
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
||||||
Dividends declared
|
|
(74
|
)
|
|
(74
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balances, March 31, 2019
|
|
3,719
|
|
|
7,391
|
|
|
(2,602
|
)
|
|
(2,099
|
)
|
|
112
|
|
|
917
|
|
|
|
|
|
Whirlpool Stockholders' Equity
|
|
|
||||||||||||||||||
|
|
Total
|
|
Retained
Earnings
|
|
Accumulated Other
Comprehensive Income (Loss)
|
|
Treasury Stock/
Additional Paid-
in-Capital
|
|
Common
Stock
|
|
Non-
Controlling
Interests
|
||||||||||||
Balances, December 31, 2017
|
|
$
|
5,128
|
|
|
$
|
7,352
|
|
|
$
|
(2,331
|
)
|
|
$
|
(935
|
)
|
|
$
|
112
|
|
|
$
|
930
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net earnings
|
|
94
|
|
|
94
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive income
|
|
5
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Comprehensive income
|
|
99
|
|
|
94
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
Adjustment to beginning retained earnings
(2)
|
|
72
|
|
|
72
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Adjustment to beginning accumulated other comprehensive loss
|
|
(17
|
)
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock issued (repurchased)
|
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
||||||
Dividends declared
|
|
(78
|
)
|
|
(78
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Balances, March 31, 2018
|
|
5,220
|
|
|
7,440
|
|
|
(2,344
|
)
|
|
(919
|
)
|
|
112
|
|
|
931
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
||||||||||||||||
Millions of dollars
|
|
Pre-tax
|
Tax Effect
|
Net
|
|
Pre-tax
|
Tax Effect
|
Net
|
||||||||||||
Currency translation adjustments
(3)
|
|
$
|
92
|
|
$
|
1
|
|
$
|
93
|
|
|
$
|
(12
|
)
|
$
|
12
|
|
$
|
—
|
|
Cash flow hedges
|
|
(14
|
)
|
5
|
|
(9
|
)
|
|
(26
|
)
|
5
|
|
(21
|
)
|
||||||
Pension and other postretirement benefits plans
|
|
12
|
|
(3
|
)
|
9
|
|
|
37
|
|
(11
|
)
|
26
|
|
||||||
Other comprehensive income (loss)
|
|
90
|
|
3
|
|
93
|
|
|
(1
|
)
|
6
|
|
5
|
|
||||||
Less: Other comprehensive income (loss) available to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
|
1
|
|
—
|
|
1
|
|
||||||
Other comprehensive income (loss) available to Whirlpool
|
|
$
|
90
|
|
$
|
3
|
|
$
|
93
|
|
|
$
|
(2
|
)
|
$
|
6
|
|
$
|
4
|
|
|
|
|
|
|
|
|
|
|
Millions of dollars
|
|
(Gain) Loss Reclassified
|
|
Classification in Earnings
|
|
Pension and postretirement benefits, pre-tax
|
|
11
|
|
|
Interest and sundry (income) expense
|
|
|
Three Months Ended March 31,
|
||||||
Millions of dollars and shares
|
|
2019
|
|
2018
|
||||
Numerator for basic and diluted earnings per share - Net earnings available to Whirlpool
|
|
$
|
471
|
|
|
$
|
94
|
|
Denominator for basic earnings per share - weighted-average shares
|
|
64.0
|
|
|
71.2
|
|
||
Effect of dilutive securities – share-based compensation
|
|
0.5
|
|
|
0.9
|
|
||
Denominator for diluted earnings per share – adjusted weighted-average shares
|
|
64.5
|
|
|
72.1
|
|
||
Anti-dilutive stock options/awards excluded from earnings per share
|
|
1.8
|
|
|
0.9
|
|
Millions of dollars
|
2019
|
Total
|
||
Indesit
|
2
|
|
230
|
|
EMEA fixed cost actions
|
19
|
|
33
|
|
Millions of dollars
|
12/31/2018
|
Charges to Earnings
|
Cash Paid
|
Non-Cash and Other
|
3/31/2019
|
||||||||||
Employee termination costs
|
$
|
84
|
|
$
|
20
|
|
$
|
(45
|
)
|
$
|
—
|
|
$
|
59
|
|
Asset impairment costs
|
—
|
|
—
|
|
—
|
|
4
|
|
4
|
|
|||||
Facility exit costs
|
(9
|
)
|
2
|
|
(4
|
)
|
—
|
|
(11
|
)
|
|||||
Other exit costs
|
21
|
|
4
|
|
(3
|
)
|
—
|
|
22
|
|
|||||
Total
|
$
|
96
|
|
$
|
26
|
|
$
|
(52
|
)
|
$
|
4
|
|
$
|
74
|
|
|
Three Months Ended
|
||
Millions of dollars
|
March 31, 2019
|
||
North America
|
$
|
—
|
|
EMEA
|
26
|
|
|
Latin America
|
—
|
|
|
Asia
|
—
|
|
|
Corporate / Other
|
—
|
|
|
Total
|
$
|
26
|
|
|
|
Three Months Ended March 31,
|
||||||
Millions of dollars
|
|
2019
|
|
2018
|
||||
Earnings before income taxes
|
|
$
|
342
|
|
|
$
|
109
|
|
|
|
|
|
|
||||
Income tax (benefit) expense computed at United States statutory tax rate
|
|
72
|
|
|
23
|
|
||
Valuation allowances
|
|
(235
|
)
|
|
—
|
|
||
U.S. foreign income items, net of credits
|
|
7
|
|
|
(11
|
)
|
||
Other
|
|
24
|
|
|
3
|
|
||
Income tax (benefit) expense computed at effective worldwide tax rates
|
|
$
|
(132
|
)
|
|
$
|
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|||||
in millions
|
|
March 31, 2019
|
March 31, 2018
|
||||
Items not allocated to segments:
|
|
|
|
||||
Restructuring costs
|
|
$
|
(26
|
)
|
$
|
(144
|
)
|
Divestiture related transition costs
|
|
(6
|
)
|
—
|
|
||
Brazil indirect tax credit
|
|
127
|
|
—
|
|
||
Corporate expenses and other
|
|
(45
|
)
|
(42
|
)
|
||
Total other/eliminations
|
|
$
|
50
|
|
$
|
(186
|
)
|
|
|
Three Months Ended
|
|||||
in millions
|
|
March 31, 2019
|
March 31, 2018
|
||||
Operating profit
|
|
$
|
263
|
|
$
|
143
|
|
Interest and sundry (income) expense
|
|
(130
|
)
|
(8
|
)
|
||
Total EBIT
|
|
$
|
393
|
|
$
|
151
|
|
Interest expense
|
|
51
|
|
42
|
|
||
Income tax (benefit) expense
|
|
(132
|
)
|
15
|
|
||
Net earnings
|
|
$
|
474
|
|
$
|
94
|
|
Less: Net earnings available to noncontrolling interests
|
|
3
|
|
—
|
|
||
Net earnings available to Whirlpool
|
|
$
|
471
|
|
$
|
94
|
|
Millions of dollars
|
March 31, 2019
|
|
December 31, 2018
|
||||
Accounts receivable, net of allowance of $8 and $8, respectively
|
218
|
|
|
198
|
|
||
Inventories
|
194
|
|
|
165
|
|
||
Prepaid and other current assets
|
49
|
|
|
42
|
|
||
Property, net of accumulated depreciation of $586 and $616, respectively
|
375
|
|
|
364
|
|
||
Right of use assets
|
45
|
|
|
—
|
|
||
Other noncurrent assets
|
50
|
|
|
49
|
|
||
Total assets
|
$
|
931
|
|
|
$
|
818
|
|
|
|
|
|
||||
Accounts payable
|
$
|
347
|
|
|
$
|
361
|
|
Accrued expenses
|
30
|
|
|
27
|
|
||
Accrued advertising and promotion
|
12
|
|
|
12
|
|
||
Other current liabilities
|
65
|
|
|
55
|
|
||
Lease liabilities
|
38
|
|
|
—
|
|
||
Other noncurrent liabilities
|
32
|
|
|
34
|
|
||
Total liabilities
|
$
|
524
|
|
|
$
|
489
|
|
|
Three Months Ended March 31,
|
||||
Millions of dollars
|
2019
|
|
2018
|
||
Earnings before income taxes
|
23
|
|
|
7
|
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Three Months Ended March 31,
|
||||||||
Consolidated - Millions of dollars, except per share data
|
|
2019
|
|
2018
|
|
Better/(Worse)
|
||||
Units (in thousands)
|
|
14,992
|
|
|
15,293
|
|
|
(2.0)%
|
||
Net sales
|
|
$
|
4,760
|
|
|
$
|
4,911
|
|
|
(3.1)
|
Gross margin
|
|
812
|
|
|
812
|
|
|
—
|
||
Selling, general and administrative
|
|
505
|
|
|
505
|
|
|
—
|
||
Restructuring costs
|
|
26
|
|
|
144
|
|
|
82.0
|
||
Interest and sundry (income) expense
|
|
(130
|
)
|
|
(8
|
)
|
|
nm
|
||
Interest expense
|
|
51
|
|
|
42
|
|
|
(21.3)
|
||
Income tax (benefit) expense
|
|
(132
|
)
|
|
15
|
|
|
nm
|
||
Net earnings available to Whirlpool
|
|
471
|
|
|
94
|
|
|
nm
|
||
Diluted net earnings available to Whirlpool per share
|
|
$
|
7.31
|
|
|
$
|
1.30
|
|
|
nm
|
|
|
Three Months Ended March 31,
|
||||||
Millions of dollars
|
|
2019
|
|
As a %
of Net Sales
|
2018
|
|
As a %
of Net Sales
|
|
North America
|
|
$176
|
|
6.9%
|
|
$161
|
|
6.4%
|
EMEA
|
|
124
|
|
12.4%
|
|
143
|
|
13.4%
|
Latin America
|
|
78
|
|
8.9%
|
|
86
|
|
9.6%
|
Asia
|
|
61
|
|
16.3%
|
|
63
|
|
14.1%
|
Corporate/other
|
|
66
|
|
—
|
|
52
|
|
—
|
Consolidated
|
|
$505
|
|
10.6%
|
|
$505
|
|
10.3%
|
|
|
Three Months Ended March 31,
|
||||||
Millions of dollars
|
|
2019
|
|
2018
|
||||
Cash provided by (used in):
|
|
|
|
|
||||
Operating activities
|
|
$
|
(895
|
)
|
|
$
|
(713
|
)
|
Investing activities
|
|
(86
|
)
|
|
(3
|
)
|
||
Financing activities
|
|
627
|
|
|
522
|
|
||
Effect of exchange rate changes
|
|
11
|
|
|
25
|
|
||
Net change in cash, cash equivalents and restricted cash
|
|
$
|
(343
|
)
|
|
$
|
(169
|
)
|
•
|
Earnings before interest and taxes (EBIT)
|
•
|
Ongoing EBIT
|
•
|
Ongoing EBIT margin
|
•
|
Sales excluding foreign currency
|
•
|
Free cash flow
|
Ongoing Earnings Before Interest & Taxes (EBIT) Reconciliation:
in millions
|
Three Months Ended
|
|||||
2019
|
2018
|
|||||
Net earnings available to Whirlpool
|
$
|
471
|
|
$
|
94
|
|
Net earnings available to noncontrolling interests
|
3
|
|
—
|
|
||
Income tax (benefit) expense
|
(132
|
)
|
15
|
|
||
Interest expense
|
51
|
|
42
|
|
||
Earnings before interest & taxes
|
$
|
393
|
|
$
|
151
|
|
Restructuring expense
|
26
|
|
144
|
|
||
Divestiture related transition costs
|
6
|
|
—
|
|
||
Brazil indirect tax credit
|
(127
|
)
|
—
|
|
||
Ongoing EBIT
|
$
|
298
|
|
$
|
295
|
|
Free Cash Flow (FCF) Reconciliation:
in millions
|
Three Months Ended
|
|||||
2019
|
2018
|
|||||
Cash used in operating activities
|
$
|
(895
|
)
|
$
|
(713
|
)
|
Capital expenditures
|
(85
|
)
|
(66
|
)
|
||
Proceeds from sale of assets and business
|
2
|
|
6
|
|
||
Change in restricted cash
(1)
|
9
|
|
17
|
|
||
Free cash flow
|
$
|
(969
|
)
|
$
|
(756
|
)
|
|
|
|
||||
Cash used in investing activities
|
$
|
(86
|
)
|
$
|
(3
|
)
|
Cash provided by financing activities
|
$
|
627
|
|
$
|
522
|
|
|
2019
|
||
Millions of dollars
|
Current Outlook
|
||
Cash provided by operating activities
(1)
|
$1,425 - $1,525
|
||
Capital expenditures, proceeds from sale of assets/businesses and changes in restricted cash
|
(625)
|
||
Free cash flow
|
$800 - $900
|
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
|
|||||||
January 1, 2019 through January 31, 2019
|
—
|
|
$
|
—
|
|
—
|
|
$
|
800
|
|
|
February 1, 2019 through February 28, 2019
|
31,500
|
|
$
|
139.14
|
|
$
|
31,500
|
|
$
|
796
|
|
March 1, 2019 through March 31, 2019
|
328,826
|
|
$
|
138.70
|
|
$
|
328,826
|
|
$
|
750
|
|
Total
|
360,326
|
|
$
|
138.74
|
|
360,326
|
|
|
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:
|
|
April 23, 2019
|
(a)
|
The assignment of any duties or any other action by the Company which results in a diminution in your position, authority, duties or responsibilities as in effect immediately prior to the Change in Control Date, or your removal from, or the failure to reappoint or reelect you to, such position, except in connection with termination of employment for cause, or due to Disability, Retirement or death.
|
(b)
|
A material reduction in your compensation or benefits generally from those in effect prior to the Change in Control.
|
(c)
|
The Company requires you to be located at a location in excess of thirty-five (35) miles from where your office is located immediately prior to the Change in Control, except for required travel in carrying out the Company's business to an extent consistent with your business travel obligations on behalf of the Company immediately prior to the Change in Control.
|
(a)
|
The assignment of any duties or any other action by the Company which results in a diminution in your position, authority, duties or responsibilities as in effect immediately prior to the Change in Control Date, or your removal from, or the failure to reappoint or reelect you to, such position, except in connection with termination of employment for cause, or due to Disability, Retirement or death.
|
(b)
|
A material reduction in your compensation or benefits generally from those in effect prior to the Change in Control.
|
(c)
|
The Company requires you to be located at a location in excess of thirty-five (35) miles from where your office is located immediately prior to the Change in Control, except for required travel in carrying out the Company's business to an extent consistent with your business travel obligations on behalf of the Company immediately prior to the Change in Control.
|
(a)
|
The assignment of any duties or any other action by the Company which results in a diminution in your position, authority, duties or responsibilities as in effect immediately prior to the Change in Control Date, or your removal from, or the failure to reappoint or reelect you to, such position, except in connection with termination of employment for cause, or due to Disability, Retirement or death.
|
(b)
|
A material reduction in your compensation or benefits generally from those in effect prior to the Change in Control.
|
(c)
|
The Company requires you to be located at a location in excess of thirty-five (35) miles from where your office is located immediately prior to the Change in Control, except for required travel in carrying out the Company's business to an extent consistent with your business travel obligations on behalf of the Company immediately prior to the Change in Control.
|
6.
|
(c)
Conditions to Gross-up
. Notwithstanding any provision of this Section 3.01 to the contrary, no Borrower shall have any obligation to pay any Taxes pursuant to this Section 3.01, or to pay any amount to the Administrative Agent, any Lender or any Issuing Lender pursuant to this Section 3.01, to the extent that they are or result from (i) United States withholding taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 3.06) or (ii) such Lender changes its lending office (other than pursuant to Section 3.06), except in each case to the extent that, pursuant to Section 3.01(b), amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (ii) the failure of any Lender, any Issuing Lender or the Administrative Agent to comply with its obligations pursuant to Section 2.08(l) or Section 13.05, (iii) any Taxes imposed under FATCA; or (iv) United Kingdom withholding Taxes imposed on amounts payable to or for the account of a Lender (other than, in the case of (A) below, any Lender party hereto on the Amendment Date) with respect to an applicable interest in an Advance or Commitment if on the date any such payment falls due: (A) the payment could have been made to such Lender without deduction or withholding for or on account of United Kingdom Taxes if such Lender had been a Qualifying Lender, but on that date, such Lender is not or has ceased to be a Qualifying Lender other than as a result of any change after the date it became a Lender party to this Agreement in (or in the interpretation, administration or application of) any law or Treaty or any published practice or published concession of any relevant taxing authority; or (B) such Lender is a Qualifying Lender solely by virtue of paragraph (i)(B) of the definition of Qualifying Lender; and: (1) an officer of HM Revenue & Customs has given (and not revoked) a direction (a “
Direction”
) under s931 ITA which relates to the applicable payment and such Lender has received from the UK Borrower making the payment a certified copy of that Direction; and (2) such payment could have been made to such Lender without any deduction or withholding for or on account of United Kingdom Taxes if such Direction had not been made; or (C) such Lender is a Qualifying Lender solely by virtue of paragraph (i)(B) of the definition of Qualifying Lender and: (1) such Lender has not given a Tax Confirmation to the relevant UK Borrower; and (2) the payment could have been made to such Lender without any deduction or withholding for or on account of United Kingdom Taxes if such Lender had given a Tax Confirmation to the relevant UK Borrower, on the basis that the Tax Confirmation would have enabled the relevant UK Borrower to have formed a reasonable belief that the payment was an “excepted payment” for the purpose of s930 ITA; or (D) such Lender is a Treaty Lender and the UK Borrower making the payment is able to demonstrate that the payment could have been made to such Lender without any deduction or withholding for or on account of United Kingdom Taxes had such Lender complied with its obligations under Section 2.08(l). In addition, a Transferee (or a Lender acting through a different Facility Office) shall not be entitled to receive any greater payment under this Section 3.01 in respect of United Kingdom Taxes with respect to payments made by a UK Borrower than its transferor Lender (or the Lender acting through its previous Facility Office, as applicable) would have received under this Section 3.01 if the transfer or change of Facility Office had not occurred, except to the extent such entitlement to receive a greater payment results from a change in applicable law or a Treaty that occurs after the Transferee acquired the applicable interest (or the Lender changed its Facility Office, as applicable).
|
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:
|
April 23, 2019
|
|
|
|
|
/s/ MARC R. BITZER
|
||
Name:
|
Marc R. Bitzer
|
|
Title:
|
Chairman of the Board, 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:
|
April 23, 2019
|
|
|
|
|
/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 presents, in all material respects, the financial condition and results of operations of Whirlpool.
|
/s/ MARC R. BITZER
|
|
Name:
|
Marc R. Bitzer
|
Title:
|
Chairman of the Board, President and Chief Executive Officer
|
Date:
|
April 23, 2019
|
|
|
/s/ JAMES W. PETERS
|
|
Name:
|
James W. Peters
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Date:
|
April 23, 2019
|