UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) April 19, 2005

 

WHIRLPOOL CORPORATION

 

(Exact name of registrant as specified in its charter)

 

Delaware   1-3932   38-1490038
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

2000 M63 North, Benton Harbor, Michigan   49022-2692

 
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code (269) 923-5000

 

 

 


(Former name or former address, if changed since last report.)

 

 


Item  1.01 Entry into Definitive Material Agreement

 

At the registrant’s April 19, 2005 annual meeting of stockholders, the Whirlpool Corporation Nonemployee Director Equity Plan was approved by stockholders. The text of the plan is being furnished as an Exhibit to this report.

 

Under the plan, each nonemployee director will receive a one-time grant of 1,000 shares of common stock at the time the director joins the Board. In addition, each nonemployee director will receive on the date of each annual meeting of stockholders a grant of common stock valued at $54,000 and the grant of an option to purchase common stock of Whirlpool valued at $36,000 under the Plan. The number of shares of common stock to be issued to each director annually will be determined by dividing $54,000 by the fair market value of Whirlpool’s common stock on the date of the grant. The number of stock options received by each director under the Plan will be determined by dividing $36,000 by the product of the current fair market value of the common stock on the day before the grant date multiplied by 0.35, the estimated Black-Scholes value of the Company’s common stock. The Plan also provides nonemployee directors with the opportunity to defer receipt of their annual grant of stock if the director makes a valid, timely, and irrevocable election to make such a deferral. All deferred equity compensation will be credited to a bookkeeping reserve account pursuant to the deferred compensation plan established by the Company for that purpose and shall earn dividend equivalents until it is paid out. A director so deferring equity compensation will not have any rights as a stockholder with respect to the deferred equity compensation. All deferred compensation will be paid out in common stock of the Company issued to the director upon the director leaving the Board.

 

Item  2.02 Results of Operations and Financial Condition

 

On April 21, 2005, the registrant announced its first-quarter 2005 net earnings of $86 million, or $1.26 per diluted share, compared to $101 million, or $1.43 per diluted share, in the same period last year.

 

The text of the press release is being furnished as an Exhibit to this report.

 

Item  9.01 Financial Statements and Exhibits

 

  (i) copy of Whirlpool Corporation Nonemployee Director Equity Plan

 

  (ii) copy of press release dated April 21, 2005 announcing the registrant’s 2005 first quarter results


Exhibit Index

 

Exhibit No.

  

Description  


99.1    Whirlpool Corporation Nonemployee Director Equity Plan, effective January 1, 2005, based upon stockholders approval on April 19, 2005.
99.2    Press release dated April 21, 2005

 

 

 


SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

        WHIRLPOOL CORPORATION
Date: April 21, 2005       By:   

/s/ Robert T. Kenagy

           

Name: Robert T. Kenagy

Title:   Corporate Secretary

 

 

 

EXHIBIT 99.1

 

WHIRLPOOL CORPORATION

NONEMPLOYEE DIRECTOR EQUITY PLAN

(As Effective January 1, 2005)

 

ARTICLE I

GENERAL

 

1.1   PURPOSE

 

Whirlpool Corporation, a Delaware corporation (the “Corporation”), hereby adopts this Nonemployee Director Equity Plan (the “Plan”). The purpose of the Plan is to foster and promote the long-term financial success of the Corporation by attracting and retaining outstanding nonemployee directors by enabling them to participate in the Corporation’s growth through automatic, nondiscretionary awards of Common Stock (as defined in Section 1.3), Options (as defined in Section 3.1), and Deferred Stock Units (as defined in Section 2.3). Common Stock awards, Options, and Deferred Stock Units are collectively and interchangeably referred to herein as “Awards.”

 

1.2   PARTICIPATION

 

Only members of the Board of Directors of the Corporation (the “Board”) who, at the time an Award is made, are not employees of the Corporation or any subsidiary or affiliate of the Corporation (“Directors”) will receive Awards under the Plan.

 

1.3   SHARES SUBJECT TO THE PLAN

 

Shares of stock covered by Awards under the Plan may be in whole or in part authorized and unissued or treasury shares of the Corporation’s common stock, $1.00 par value per share, or such other shares as may be substituted pursuant to Section 4.3 (“Common Stock”). The maximum number of shares of Common Stock that may be issued for all purposes under the Plan shall be 300,000 (subject to adjustment pursuant to Section 4.3). Any shares of Common Stock subject to an Option which for any reason is canceled or terminated without having been exercised shall again be available for Awards under the Plan. No fractional shares shall be issued.

 

1.4   GENDER AND NUMBER

 

Except when otherwise indicated by the context, words in the masculine gender when used in the Plan shall include the feminine gender, the singular shall include the plural, and the plural shall include the singular.

 

ARTICLE II

STOCK AWARDS

 

2.1   INITIAL AWARD OF COMMON STOCK

 

On the date a Director first joins the Board, either as a result of being elected by shareholders or being appointed to a vacancy or newly created directorship by the Board, such Director shall automatically be entitled (subject to adjustment pursuant to Section 4.3) to a grant of 1,000 shares of Common Stock (the “Initial Stock Award”). The Initial Stock Award shall be granted immediately in shares of Common Stock. The shares of Common Stock awarded pursuant to this Section 2.1 will not be subject to any restriction under the Plan, provided that no such shares of Common Stock may be sold within the first six months after they are awarded, unless the death or disability of the Director occurs during such period.

 

1


2.2   ANNUAL AWARD OF COMMON STOCK

 

Effective on the date of each annual meeting of the stockholders of the Corporation (each, an “Annual Meeting”), each Director in office at the conclusion of such meeting will automatically be entitled (subject to adjustment pursuant to Section 4.3) to an Award of Common Stock (the “Annual Stock Award”), except as provided in Section 2.3 hereof. The number of shares granted pursuant to each Annual Stock Award shall be determined by dividing: (a) $54,000; by (b) the average Fair Market Value (as determined under Section 4.6 hereof) of a single share of Common Stock for the final three trading days before the Annual Meeting. In the event fractional shares would otherwise result from the grant of any Award of Common Stock, the number of shares of Common Stock granted shall be reduced to the next lowest whole share so as to eliminate such fractions. The Annual Stock Award shall be granted immediately in shares of Common Stock unless such Director has filed an election with the Corporation to receive such Award as Deferred Stock Units under Section 2.3 hereof. The shares of Common Stock awarded pursuant to this Section 2.2 will not be subject to any restriction under the Plan, provided that no such shares of Common Stock may be sold within the first six months after they are awarded, unless the death or disability of the Director occurs during such period.

 

2.3   DEFERRED STOCK UNITS

 

If a Director files a timely election with the Corporation to receive stock-equivalent units (“Deferred Stock Units”) in lieu of all or a portion of any Annual Stock Award pursuant to the Whirlpool Corporation Deferred Compensation Plan II for Nonemployee Directors (the “Deferred Compensation Plan”), all or such portion as elected of such Director’s Annual Stock Award shall be granted (subject to adjustment pursuant to Section 4.3) in Deferred Stock Units. Deferred Stock Units granted to a Director shall be credited to a bookkeeping reserve account pursuant to the Deferred Compensation Plan solely for accounting purposes and shall not require a segregation of any of the Corporation’s assets. A Deferred Stock Unit shall be settled in Common Stock (unless otherwise provided in Section 4.3 hereof) at the time provided in the Deferred Compensation Plan. A Director to whom Deferred Stock Units have been credited will not have any rights as a stockholder with respect to such Deferred Stock Units or any Common Stock distributable with respect to such Deferred Stock Units until the Director becomes the record holder of Common Stock following the issuance of the Common Stock to the Director in redemption of Deferred Stock Units.

 

2.4   DEFERRED STOCK UNIT CERTIFICATES

 

The award of Deferred Stock Units shall be evidenced by a certificate executed by an officer of the Corporation.

 

ARTICLE III

STOCK OPTION AWARDS

 

3.1   AWARD OF STOCK OPTIONS

 

Effective on the date of each Annual Meeting, each Director in office at the conclusion of such meeting will automatically be awarded a stock option (an “Option”) under the Plan to purchase (subject to adjustment pursuant to Section 4.3) shares of Common Stock. The number of shares subject to such Option shall be determined by dividing $36,000 by the product of the Fair Market Value (as determined under Section 4.6 hereof) of a single share of Common Stock on the final trading day before the Annual Meeting multiplied by 0.35. In the event fractional shares would otherwise result from the grant of any Option, the number of shares subject to the Option shall be reduced to the next lowest whole share so as to eliminate such fractions.

 

2


3.2   STOCK OPTION CERTIFICATES

 

The award of an Option shall be evidenced by a certificate executed by an officer of the Corporation.

 

3.3   OPTION PRICE

 

The purchase price for Common Stock under each Option (the “Option Price”) granted under this Plan shall be the Fair Market Value (as determined under Section 4.6 hereof) of the Common Stock as of the final trading day before the Annual Meeting.

 

3.4   EXERCISE AND TERM OF OPTIONS

 

  (a) Options may be exercised by the delivery of written notice of exercise and the Option Price for the shares to be purchased to the Corporate Secretary of the Corporation. The Option Price may be paid in cash (including check, bank draft or money order) or, unless in the opinion of counsel to the Corporation to do so may result in a possible violation of any law, by delivery of Common Stock already owned by the Director, valued at Fair Market Value on the date of the exercise. As soon as practicable after receipt of each notice and full payment, the Corporation shall deliver to the Director a certificate or certificates representing the acquired shares of Common Stock.

 

  (b) Each Option may be exercised at any time after the date it is awarded until (subject to Section 4.1) the first to occur of the twentieth anniversary of the date such Option was awarded or the second anniversary of the date the Director ceases to be a Director, provided that no Option shall be exercisable within the first six months after it is awarded, unless death or disability of the Director occurs during such period. In the event that the death or disability of the Director does occur and an Option is exercised in that period, any shares of Common Stock issued on such exercise may not be sold until the sixth month anniversary of the date of the grant of the Option.

 

ARTICLE IV

MISCELLANEOUS PROVISIONS

 

4.1   NON TRANSFERABILITY; BENEFICIARIES

 

All Awards shall be exercisable or received during the Director’s lifetime only by the Director or his legal representative. Any transfer contrary to this Section 4.1 will nullify the Option. In the event of a Director’s death prior to the exercise of any Options which were then exercisable, such Options may be exercised within one year after the Director’s death (regardless of the expiration date of such Options under Section 3.4 (b)) by the, Director’s beneficiary, designated as provided below, or, in the absence of any such designation, his estate. Each Director may name, from time to time, any beneficiary or beneficiaries (who may be named contingently or successively) who may exercise such Options and receive such certificates. Each designation with respect to Options will revoke all prior designations with respect to Options by such Director, will be in writing and will be effective only when filed with the Corporate Secretary of the Corporation during his lifetime. A Director’s beneficiary designation with respect to any outstanding Deferred Stock Unit shall be made pursuant to the terms of the Deferred Compensation Plan.

 

4.2   DIVIDEND EQUIVALENTS

 

In the event that a Director elects to receive Deferred Stock Units pursuant to the Deferred Compensation Plan in lieu of any Annual Stock Award, such Director shall be granted additional

 

3


shares of Deferred Stock Units in the event any dividend is paid with respect to the Common Stock of the Corporation. The number of additional Deferred Stock Units granted pursuant to this Section 4.2 shall be determined by multiplying: (a) the number of Deferred Stock Units held by the Director on the dividend declaration date; by (b) the dividend paid per share by the Corporation on Common Stock; and dividing the result by (c) the Fair Market Value of a single share of Common Stock on the dividend payment date.

 

4.3   ADJUSTMENT UPON CERTAIN CHANGES

 

In the event of a reorganization, recapitalization, stock split or reverse stock split, combination of shares, merger, spin-off, split-up, share exchange, consolidation, rights offering or other similar change in the capital structure or shares of the Corporation, or an unusual or nonrecurring event affecting the Corporation or its financial statements or resulting from changes in applicable laws, regulations or accounting principles, adjustments in the number and kind of shares subject to Options and Deferred Stock Units and the Option Price of outstanding Options under this Plan as well as the treatment of fractional shares and fractional cents that arise as a result of such adjustments shall be made if, and in the same manner as, such adjustments are made to equity awards issued under the Corporation’s 2002 Omnibus Stock and Incentive Plan or any replacement or successor equity plan, subject to any required action by the Board or the stockholders of the Corporation and compliance with applicable securities laws.

 

In the event of any transaction resulting in a Change in Control (as defined in this Section 4.3) of the Corporation, the Corporation, in its sole discretion, may elect to change the form of payment in order to make payments with respect to outstanding Options and Deferred Stock Units in cash in lieu of Common Stock. For the purposes of payments made with respect to this Section 4.3, outstanding Options and Deferred Stock Units shall be valued at Fair Market Value (as defined in Section 4.6 hereof) determined as of the date of the consummation of the transaction resulting in the Change in Control. For purposes of this Section 4.3, Change in Control shall have the same meaning ascribed to such term in the Deferred Compensation Plan.

 

4.4   TAX WITHHOLDING

 

The Corporation shall have the power to withhold, or require a Director to remit to the Corporation, an amount sufficient to satisfy any withholding or other tax due from the Corporation with respect to any Award under the Plan, and the Corporation may defer such payment or issuance unless indemnified to its satisfaction.

 

4.5   AMENDMENT, SUSPENSION AND TERMINATION OF PLAN

 

The Board may suspend or terminate the Plan or any portion thereof at any time and may amend it from time to time in such respects as the Board may deem advisable in order that any Awards thereunder shall conform to or otherwise reflect any change in applicable laws or regulations, or to permit the Corporation or the Directors to enjoy the benefits of any change in applicable laws or regulations, or in any other respect the Board may deem to be in the best interests of the Company; provided, however, that no such amendment shall, without stockholder approval to the extent required by law, agreement or the rules of any exchange upon which the Common Stock is listed, (a) except as provided in Section 4.3, materially increase the number of shares of Common Stock which may be issued under the Plan, (b) materially modify the requirements as to eligibility for participation in the Plan, (c) materially increase the benefits accruing to Directors under the Plan or (d) extend the termination date of the Plan. No such amendment, suspension or termination shall (x) impair the rights of Directors under any outstanding Option without the consent of the Directors affected thereby or (y) make any change that would disqualify the Plan, or

 

4


any other plan of the Corporation intended to be so qualified, from the exemption provided by Rule 16b-3. No provision of the Plan which states the amount and price of securities to be awarded, specifies the timing of awards or sets forth the formula that determines the amount, price and timing of awards may be amended more than once every six months, except to comport with changes in the Internal Revenue Code of 1986, as amended.

 

4.6   DEFINITION OF FAIR MARKET VALUE

 

The term “Fair Market Value” as it relates to Common Stock on any given date means (a) the mean of the high and low sales prices of the Corporation’s Common Stock as reported by the Composite Tape of the New York Stock Exchange (or, if not so reported, on any domestic stock exchanges on which the Common Stock is then listed) ; or (b) if the Common Stock is not listed on any domestic stock exchange, the mean of the high and low sales prices of the Corporation’s Common Stock as reported by the National Association of Securities Dealers Automated Quotation System (or, if not so reported, by the system then regarded as the most reliable source of such quotations) or, if there are no reported sales on such date, the mean of the closing bid and asked prices as so reported; or (c) if the Common Stock is listed on a domestic exchange or quoted in the domestic over-the-counter market, but there are not reported sales or quotations, as the case may be, on the given date, the value determined pursuant to (a) or (b) above using the reported sale prices or quotations on the last previous date on which so reported; or (d) if none of the foregoing clauses apply, the fair value as determined in good faith by the Board.

 

4.7   PLAN NOT EXCLUSIVE

 

The adoption of the Plan shall not preclude the adoption by appropriate means of any other stock option or other incentive plan for Directors.

 

4.8   REPORTS

 

The Corporation shall supply each Director, not less frequently than once each year, a report stating the number of shares of Common Stock covered by Options held by such Director and the Option Prices thereof and Deferred Stock Units held by such Director.

 

4.9   LISTING, REGISTRATION AND LEGAL COMPLIANCE

 

Each Option shall be subject to the requirement that if at any time counsel to the Corporation shall determine that the listing, registration or qualification thereof or of any shares of Common Stock or other property subject thereto upon any securities exchange or under any foreign, federal or state securities or other law or regulation, or the consent or approval of any governmental body or the taking of any other action to comply with or otherwise with respect to any such law or regulation, is necessary or desirable as a condition to or in connection with the award of such Option or the issue, delivery or purchase of shares of Common Stock or other property thereunder, no such Award may be exercised or paid in Common Stock or other property unless such listing, registration, qualification, consent, approval or other action shall have been effected or obtained free of any conditions not acceptable to the Corporation, and the holder of the Award will supply the Corporation with such certificates, representations and information as the Corporation shall request and shall otherwise cooperate with the Corporation in effecting or obtaining such listing, registration, qualification, consent, approval or other action. The Corporation may at any time impose any limitations upon the exercise, delivery or payment of any Award which, in the opinion of the Board, are necessary or desirable in order to cause the Plan or any other plan of the Corporation to comply with Rule 16b-3. If the Corporation, as part of an offering of securities or otherwise, finds it desirable because of foreign, federal or state legal or regulatory requirements to

 

5


reduce the period during which Options may be exercised, the Board may, without the holders’ consent, so reduce such period on not less than 15 days’ written notice to the holders thereof.

 

4.10   RIGHTS OF DIRECTORS

 

Nothing in the Plan shall confer upon any Director any right to serve as a Director for any period of time or to continue his present or any other rate of compensation.

 

4.11   REQUIREMENTS OF LAW; GOVERNING LAW

 

The granting of Awards and the issuance of shares of Common Stock shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required. The Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of Delaware. The provisions of this Plan shall be interpreted so as to comply with the conditions or requirements of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, unless a contrary interpretation of any such provision is otherwise required by applicable law.

 

4.12   EFFECTIVE DATE; TERM OF PLAN

 

The Plan shall, subject to the approval of the holders of a majority of the shares of Common Stock present at the 2005 Annual Meeting, be deemed effective as of January 1, 2005. No Awards shall be made under the Plan after December 31, 2014.

 

6

EXHIBIT 99.2

 

Contact: Whirlpool Corporation

Media: Tom Kline, 269/923-3738

thomas_e_kline@whirlpool.com

Financial: Larry Venturelli, 269/923-4678

Larry_m_venturelli@whirlpool.com

 

WHIRLPOOL CORPORATION REPORTS 2005 FIRST QUARTER RESULTS

 

Higher Material Costs Mitigated by Price Increases

 

BENTON HARBOR, Mich., April 21, 2005 —Whirlpool Corporation (NYSE: WHR) today announced first quarter 2005 net earnings of $86 million, or $1.26 per diluted share, compared to $101 million, or $1.43 per diluted share, in the same period last year. The decline was driven by significantly higher material and oil-related costs.

 

Net sales of $3.21 billion were a first quarter record and increased 6.7 percent from last year. Excluding currency translations, net sales increased by approximately 4 percent.

 

“Our first quarter results reflect the positive benefits from our previously announced price increases, which we initiated to mitigate the significant increases in raw material and oil-related costs,” said Jeff M. Fettig, Whirlpool’s chairman, president and chief executive officer. “The results of pricing actions over the first three months of this year, including product and brand mix, were in line with expectations. Our operating results were significantly impacted by approximately $190 million in higher material and oil-related costs compared to the prior year’s quarter. We were able to mitigate most of this through global price increases, productivity improvements, cost controls and a lower effective tax rate.”

 

Fettig added: “Our first quarter operating margin performance improved versus fourth quarter levels, which reinforces the actions we have been taking to adjust to the global cost environment. These actions include implementing global price increases, driving record levels of controllable productivity, leveraging our global operating platform, reducing non-product related spending and accelerating our rate of innovation to the market. We remain confident that these actions are appropriate to address the current operating environment. In addition to deploying these key operating actions, we also continue to make investments that fuel continuous innovation and improve the capabilities of our global operating platform. Although the global cost environment remains challenging, we remain confident that we will grow our business, improve earnings and deliver our cash flow projection for the year.”

 

During the quarter, cash used in operating activities was $285 million compared to $141 million last year. As expected, inventories for the quarter increased in support of improved levels of product availability, rising material costs and increased transregional shipments. Cash flow also was negatively impacted by higher capital spending to support key innovation projects and manufacturing investments. Free cash flow was down $176 million, as expected, compared to last year. (See the reconciliation table below for a comparison of cash used in operating activities to free cash flow.)


RECENT MILESTONES

 

    Whirlpool Corporation ranked 18 th among the 100 best corporate citizens according to Business Ethics Magazine . Whirlpool has been named to the list every year since its inception six years ago.
    The U.S. Environmental Protection Agency and the U.S. Department of Energy named Whirlpool Corporation an ENERGY STAR Partner of the Year for the sixth consecutive year. Whirlpool received the award for leadership in manufacturing and promoting appliances that reduce both utility bills and greenhouse gas emissions.
    Black Collegian Magazine named Whirlpool Corporation one of the top 100 employers for college graduates for the second consecutive year.
    TUV Institute, the renowned German testing organization, awarded the in-home service program of Whirlpool’s Bauknecht brand its highest marks.
    German consumers selected Bauknecht’s print advertising campaign as the best of the “Most Liked Ads of 2004” in the white goods category, according to the German firm Research International.
    Whirlpool Corporation received 14 patents during the quarter for proprietary new design and technology innovation.

 

NEW INNOVATIONS

 

    Whirlpool brand introduced a new line of Whirlpool Gold built-in cooking products (ovens, combo-microwaves, and electric and gas cook-tops) that feature European design and advanced technologies that help speed cooking.
    The KitchenAid brand introduced a new seven-cup food processor and launched a new countertop oven with built-in oven features, such as bake, broil, toast and warm functions. Both products expand the brand’s portfolio of innovative countertop appliances.
    KitchenAid extended its brand presence with the introduction of a new line of professional-style cutlery.
    The launch of the new Kenmore HE4t front loading washer and dryer pair, featuring bold new colors, generated strong consumer interest during the quarter.
    Whirlpool Europe launched its new “Origami” range of innovative cooktops. The new line is manufactured in different sizes and finishes and includes a variety of accessories, such as a cooking stone and a grill plate.
    In Brazil, Whirlpool’s Consul brand launched two new refrigerators—one featuring in-door water dispensing and the other offering frost-free performance in a space-saving design.

 

FIRST QUARTER REGION REVIEW

 

Whirlpool North America operations delivered record first quarter revenue. Sales of $1.98 billion increased 4.5 percent from the prior-year period, as price increases ranging


from 5-to-10 percent across product lines were implemented. For the quarter, industry shipments for major appliances (T7) are estimated to have declined by approximately 2 percent, due primarily to fewer shipping days in the current period and trade inventory reductions. Price increases, productivity improvements, and strong cost controls helped mitigate higher costs. Operating results declined 14 percent to $182 million year-over-year, due primarily to significantly higher material and oil-related costs.

 

Based on current economic conditions, the company continues to expect full-year industry unit shipments in 2005 to increase approximately 2 percent.

 

Whirlpool Europe sales of $729 million increased 7.3 percent from the prior-year period, representing a record first quarter in units and sales. Excluding currency translations, sales increased approximately 2 percent. Price increases of 3-to-5 percent were implemented across all products and markets during the first quarter. Despite flat industry growth during the quarter, Whirlpool Europe volume improved on the continued strength of the built-in segment and performance of the Whirlpool brand.

 

Price increases, productivity improvements, strong product mix and favorable currency offset higher material costs and increased operating profit by 7.6 percent to $33 million.

 

Based on current economic conditions, the company continues to expect full-year industry unit shipments in 2005 to increase approximately 1 percent.

 

Whirlpool Latin America’s sales of $442 million increased 15.9 percent from the prior-year period, driven by price increases and improved product mix. Price increases on appliances and compressors were implemented during the first quarter. Excluding currency translations, sales increased approximately 8 percent. Industry unit shipments of appliances were up modestly during the quarter. Price increases, productivity improvements, and aggressive cost reduction actions offset significantly higher raw material costs, heightened freight costs associated with product exports from Brazil, and unfavorable currency. Despite the challenging cost environment, operating profit advanced 12.9 percent to $25 million. The region is currently implementing its previously announced additional 6-percent price increase to mitigate higher costs.

 

The company expects macro-economic conditions to remain positive and consumer interest rates in Brazil to begin easing during the second half of the year. As a result, the company continues to anticipate a 4-to-5 percent increase in industry unit shipments in 2005.

 

Whirlpool Asia sales of $94 million advanced 7.6 percent from the prior-year period. Excluding currency translations, sales increased approximately 5 percent. Operating profit improved 44 percent over last year’s levels, led by improvement in India and China. The improvement was driven by strong industry growth, market share gains, regional price increases and new product introductions. The prior-year quarter also included costs associated with the Company’s trade management strategy in India.

 

Based on current economic conditions, the company continues to expect full-year industry unit shipments to increase 3-to-5 percent.


Outlook

 

“The challenging cost environment we are experiencing is evolving as expected,” said Fettig. “Material and oil-related costs are expected to increase between $500-to-$550 million during the current year. We continue to execute global price increases, and are aggressively implementing plans to drive higher levels of controllable productivity, reduce non-product related spending and accelerate the introduction of new products. We will continue to focus on these four priorities in all markets around the world. Based on our assessment of the current environment, we continue to expect full-year earnings-per-share of $5.90-to-$6.10, and free cash flow to be in the $250-to-$300 million range.”

 


The table below reconciles cash (used in) provided by operating activities as prepared in accordance with accounting principles generally accepted in the United States to free cash flow. Management believes this comparison of free cash flow provides shareholders with a relevant measure of liquidity and a useful basis for assessing the Company’s ability to fund its activities. There are limitations to using non-GAAP financial measures, including the difficulty associated with comparing companies that use similar performance measures whose calculations may differ from the Company’s calculations. Free cash flow is cash (used in) provided by operating activities after capital expenditures, proceeds from the sale of fixed assets and dividends paid.

 

(millions of dollars)

                
    

Mar. 31

2005


   

Mar. 31

2004


   

2005

Projection (1)


Cash (used in) provided by operating activities

   ($285 )   ($141 )   $862

Capital expenditures

   (69 )   (54 )   (500)–(550)

Proceeds from sale of fixed assets

   1     19     50

Dividends paid

   (29 )   (30 )   (112)
    

 

 

Free cash flow

   ($382 )   ($206 )   $250–$300

 

Note (1): Amounts for 2005 included in the table above are projections. Such projections are based upon many estimates and are inherently subject to change based on future decisions made by management and the board of directors of the company and significant economic, competitive and other uncertainties and contingencies.

 

Additional operating segment information is available in the “Investors” section of www.whirlpoolcorp.com. At 9:30 a.m. (EDT) Thursday, April 21, 2005, the company will host a conference call, which can be heard by visiting www.whirlpoolcorp.com and clicking on the “Investors” button and then the “Conference Call Audio” menu item.

 

*T7 refers to the following household appliance categories: washers, dryers, refrigerators, freezers, dishwashers, ranges and compactors.

 

Whirlpool Corporation is the world’s leading manufacturer and marketer of major home appliances, with annual sales of over $13 billion, 68,000 employees, and nearly 50 manufacturing and technology research centers around the globe. The company markets Whirlpool, KitchenAid, Brastemp, Bauknecht, Consul and other major brand names to consumers in more than 170 countries. Additional information about the company can be found on the Internet at www.whirlpoolcorp.com


This news release contains forward-looking statements that speak only as of the date of this press release. The company disclaims any obligation to update them. Forward-looking statements include, but are not limited to, statements regarding expected earnings per share, cash flow, and material costs for the full year 2005, as well as the expected consequences of enacted price increases. Although the company believes that the expectations reflected in the forward-looking statements are reasonable, it can give no assurance that those expectations will prove to have been correct. A discussion of factors that that could cause results to differ materially from those anticipated is found in the company’s most recently filed Form 10-Q or Form 10-K.

 

 

# # #


WHIRLPOOL CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE PERIOD ENDED MARCH 31

(millions of dollars except per share data)

 

     Three Months Ended

 
     2005

         2004

 

Net sales

   $ 3,208          $ 3,007  

EXPENSES:

                     

Cost of products sold

     2,520            2,320  

Selling, general and administrative

     501            482  

Intangible amortization

     —              1  

Restructuring costs

     7            1  
    


      


       3,028            2,804  
    


      


OPERATING PROFIT

     180            203  

OTHER INCOME (EXPENSE):

                     

Interest and sundry income (expense)

     (12 )          (6 )

Interest expense

     (35 )          (33 )
    


      


                       

EARNINGS BEFORE INCOME TAXES AND OTHER ITEMS

     133            164  

Income taxes

     45            61  
    


      


                       

EARNINGS BEFORE EQUITY EARNINGS AND MINORITY INTERESTS

     88            103  

Equity in loss of affiliated companies

     —              (3 )

Minority interests

     (2 )          1  
    


      


NET EARNINGS

   $ 86          $ 101  
    


      


Per share of common stock:

                     

Basic net earnings

   $ 1.28          $ 1.47  
    


      


Diluted net earnings

   $ 1.26          $ 1.43  
    


      


Dividends declared

   $ .43          $ .43  
    


      


Weighted-Average Shares Outstanding (in millions)

                     

Basic

     66.8            68.8  

Diluted

     67.9            70.7  


WHIRLPOOL CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS

(millions of dollars)

 

     (Unaudited)
March 31
2005


    December 31
2004


 

ASSETS

                

CURRENT ASSETS

                

Cash and equivalents

   $ 184     $ 243  

Trade receivables, less allowances
(2005: $101; 2004: $107)

     1,992       2,032  

Inventories

     1,911       1,701  

Prepaid expenses

     85       74  

Deferred income taxes

     185       189  

Other current assets

     263       275  
    


 


Total Current Assets

     4,620       4,514  
    


 


OTHER ASSETS

                

Investment in affiliated companies

     20       16  

Goodwill, net

     168       168  

Other intangibles, net

     105       108  

Deferred income taxes

     313       323  

Prepaid pension costs

     329       329  

Other assets

     143       140  
    


 


       1,078       1,084  
    


 


PROPERTY, PLANT AND EQUIPMENT

                

Land

     89       91  

Buildings

     1,065       1,073  

Machinery and equipment

     5,864       5,933  

Accumulated depreciation

     (4,533 )     (4,514 )
    


 


       2,485       2,583  
    


 


Total Assets

   $ 8,183     $ 8,181  
    


 


LIABILITIES AND STOCKHOLDERS' EQUITY

                

CURRENT LIABILITIES

                

Notes payable

   $ 550     $ 244  

Accounts payable

     2,094       2,297  

Employee compensation

     255       300  

Deferred income taxes

     55       57  

Accrued expenses

     766       811  

Restructuring costs

     15       13  

Income taxes

     127       110  

Other current liabilities

     133       146  

Current maturities of long-term debt

     9       7  
    


 


Total Current Liabilities

     4,004       3,985  
    


 


OTHER LIABILITIES

                

Deferred income taxes

     224       240  

Pension benefits

     371       367  

Postemployment benefits

     508       499  

Other liabilities

     244       256  

Long-term debt

     1,135       1,160  
    


 


       2,482       2,522  
    


 


MINORITY INTERESTS

     69       68  

STOCKHOLDERS' EQUITY

                

Common stock, $1 par value:

     90       90  

Shares authorized—250 million

                

Shares issued—90 million (2005); 90 million (2004)

                

Shares outstanding—67 million (2005); 67 million (2004)

                

Paid-in capital

     759       737  

Retained earnings

     2,653       2,596  

Accumulated other comprehensive income (loss)

     (658 )     (601 )

Treasury stock—23 million (2005); 23 million (2004)

     (1,216 )     (1,216 )
    


 


Total Stockholders' Equity

     1,628       1,606  
    


 


Total Liabilities and Stockholders' Equity

   $ 8,183     $ 8,181  
    


 



WHIRLPOOL CORPORATION

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31

(millions of dollars)

 

     2005

    2004

 

OPERATING ACTIVITIES

                

Net earnings

   $ 86     $ 101  

Adjustments to reconcile net earnings to net cash flows used in operating activities:

                

Gain on disposition of assets

     (1 )     (1 )

Depreciation and amortization

     114       112  

Changes in assets and liabilities:

                

Trade receivables

     (7 )     30  

Inventories

     (246 )     (175 )

Accounts payable

     (162 )     (81 )

Restructuring charges, net of cash paid

     3       (5 )

Taxes deferred and payable, net

     3       44  

Accrued pension

     16       15  

Other - net

     (91 )     (181 )
    


 


Cash Used In Operating Activities

   $ (285 )   $ (141 )
    


 


INVESTING ACTIVITIES

                

Capital expenditures

   $ (69 )   $ (54 )

Proceeds from sale of assets

     1       19  

Acquisitions of businesses, net of cash acquired

     —         (2 )
    


 


Cash Used For Investing Activities

   $ (68 )   $ (37 )
    


 


FINANCING ACTIVITIES

                

Proceeds of short-term borrowings, net

   $ 311     $ 199  

Repayments of long-term debt

     (3 )     (9 )

Dividends paid

     (29 )     (30 )

Purchase of treasury stock

     —         (75 )

Common stock issued under stock plans

     18       51  

Other

     1       (17 )
    


 


Cash Provided By Financing Activities

   $ 298     $ 119  
    


 


Effect of Exchange Rate Changes on Cash and Equivalents

   $ (4 )   $ (2 )
    


 


Decrease in Cash and Equivalents

   $ (59 )   $ (61 )

Cash and Equivalents at Beginning of Period

     243       249  
    


 


Cash and Equivalents at End of Period

   $ 184     $ 188