NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
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Note
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Page
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1
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(
1
)
BASIS OF PRESENTATION
General Information
The accompanying unaudited Consolidated Condensed Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information or footnotes required by GAAP for complete financial statements. As a result, this Form 10-Q should be read in conjunction with the Consolidated Financial Statements and accompanying Notes in our Form 10-K for the year ended
December 31, 2016
.
Management believes that the accompanying Consolidated Condensed Financial Statements reflect all adjustments, including normal recurring items, considered necessary for a fair presentation of the interim periods.
We have eliminated all material intercompany transactions in our Consolidated Condensed Financial Statements. We do not consolidate the financial statements of any company in which we have an ownership interest of
50%
or less, unless that company is deemed to be a variable interest entity ("VIE") of which we are the primary beneficiary. Certain VIEs are consolidated when the company is the primary beneficiary of these entities and has the ability to directly impact the activities of these entities.
We are required to make estimates and assumptions that affect the amounts reported in the Consolidated Condensed Financial Statements and accompanying Notes. Actual results could differ materially from those estimates.
Certain prior year amounts in the Consolidated Condensed Financial Statements have been reclassified to conform with current year presentation.
Out of Period Adjustment
During the second quarter of 2017, we recorded adjustments in our Asia operating segment primarily related to trade promotion accruals from prior periods. The net impact of these out of period adjustments was a decrease to net sales of approximately
$32 million
and an increase to other operating expenses of approximately
$8 million
, before tax. These adjustments resulted in a decrease to net earnings available to Whirlpool of approximately
$15 million
and a decrease of
$0.20
in diluted earnings per share. We determined that the impact was immaterial to prior periods and this reporting period.
Adoption of New Accounting Standards
In 2017, the FASB issued ASU No. 2017-07, "Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost". The guidance in ASU 2017-07 requires that the service cost component of net periodic benefit cost for pension and postretirement benefits is recorded in the same income statement line items as other employee compensation costs arising from services rendered during the period. Service cost is included in cost of products sold and selling, general and administrative expense. The other components of net periodic pension cost and postretirement benefits cost are recorded in interest and sundry (income) expense in 2017.
We retrospectively adopted the new accounting standard in the first quarter of 2017.
For the full year ended
December 31, 2016
, the reclassification of other components of net periodic cost, from cost of products sold and selling, general and administrative expense to interest and sundry (income) expense was approximately $14 million. For the full year ended
December 31, 2015
, the reclassification of other components of net periodic cost from cost of products sold and selling, general and administrative expense resulted in a decrease in operating profit of approximately $43 million with an offset to interest and sundry (income) expense. The reclassifications were calculated based on previously disclosed amounts. The Consolidated Statements of Comprehensive Income have been recast to reflect the retrospective adoption of this standard.
In March 2016, the FASB issued ASU No. 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting". The guidance simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification of excess tax benefits in the Consolidated Statements of Cash Flows. The new standard is effective for annual reporting periods beginning after December 15, 2016, with early adoption permitted. The Company elected to early-adopt ASU 2016-09 in the fourth quarter of 2016 retrospectively to January 1, 2016. For the period ended June 30, 2016, there was no material impact to diluted weighted average common shares outstanding or earnings per share ("EPS"). The Consolidated Statements of Comprehensive Income have been recast to reflect the retrospective adoption of this standard.
All other issued and effective accounting standards during
2017
were not relevant or material to the Company.
Accounting Pronouncements Issued But Not Yet Effective
In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)". The guidance in ASU 2016-02 supersedes
the lease recognition requirements in ASC Topic 840, Leases (FAS 13). The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption of the amendments in the update is permitted. In 2016, we established a global project management team to analyze the impact of this standard by reviewing our current accounting policies and practices in each reporting segment to identify potential impacts that would result from the application of this standard. We determined changes are required to our business processes, systems and controls to effectively report leases and disclosure under the new standard. Based on our evaluation, we expect to adopt the requirements of the new standard in the first quarter of 2019.
In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment". The guidance in ASU 2017-04 eliminates the requirement to determine the fair value of individual assets and liabilities of a reporting unit to measure goodwill impairment. Under the amendments in the new ASU, goodwill impairment testing will be performed by comparing the fair value of the reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The new standard is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for annual or interim goodwill impairment testing performed after January 1, 2017. The Company is currently evaluating the impact of adopting this guidance.
FASB has issued the following standards, which are not expected to have a material impact on our Consolidated Financial Statements:
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Standard
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Effective Date
(a)
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2014-09
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Revenue from Contracts with Customers (Topic 606)
(b)
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January 1, 2018
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2016-01
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Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities
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January 1, 2018
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(a) Represents date standard becomes effective as indicated in the respective ASU.
(b) In 2014, we established a global project management team to analyze the impact of this standard by reviewing our current accounting policies and practices in each reporting segment to identify potential differences that would result from the application of this standard. We determined minimal changes are required to our business processes, systems and controls to effectively report revenue recognition and disclosure under the new standard. Based on our evaluation, we expect to adopt the requirements of the new standard in the first quarter of 2018 and anticipate using the modified retrospective transition method.
All other issued and not yet effective accounting standards are not relevant or material to the Company.
(
2
)
FAIR VALUE MEASUREMENTS
Fair value is measured based on an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions market participants would use in pricing an asset or liability. Assets and liabilities measured at fair value are based on a market valuation approach using prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. As a basis for considering such assumptions, a three-tiered fair value hierarchy is established, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets that are observable, either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. We had
no
(Level 3) assets or liabilities at
June 30, 2017
.
Assets and liabilities measured at fair value on a recurring basis at
June 30, 2017
and
December 31, 2016
are as follows:
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Fair Value
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Total Cost Basis
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Level 1
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Level 2
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Total
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Millions of dollars
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2017
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2016
|
|
2017
|
|
2016
|
|
2017
|
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2016
|
|
2017
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2016
|
Money market funds
(1)
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$
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10
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$
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29
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$
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10
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$
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29
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$
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—
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$
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—
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$
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10
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|
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$
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29
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|
Net derivative contracts
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—
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—
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—
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(56
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)
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41
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|
(56
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)
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41
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Available for sale investments
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5
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4
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16
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16
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—
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—
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16
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16
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(1)
Money market funds are comprised primarily of government obligations and other first tier obligations.
Other Fair Value Measurements
The fair value of long-term debt (including current maturities) was
$4.5 billion
at
June 30, 2017
and
December 31, 2016
, and was estimated using discounted cash flow analysis based on incremental borrowing rates for similar types of borrowing arrangements (Level 2 input).
(
3
)
INVENTORIES
The following table summarizes our inventory for the periods presented:
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Millions of dollars
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June 30,
2017
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December 31,
2016
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Finished products
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$
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2,636
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$
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2,070
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Raw materials and work in process
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|
689
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651
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3,325
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|
|
2,721
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Less: excess of FIFO cost over LIFO cost
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|
(95
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)
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|
(98
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)
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Total inventories
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$
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3,230
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|
|
$
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2,623
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|
LIFO inventories represented
37%
of total inventories at
June 30, 2017
and
December 31, 2016
.
(
4
)
PROPERTY, PLANT & EQUIPMENT
The following table summarizes our property, plant and equipment as of
June 30, 2017
and
December 31, 2016
:
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Millions of dollars
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|
June 30,
2017
|
|
December 31,
2016
|
Land
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$
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123
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|
|
$
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128
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|
Buildings
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1,666
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|
|
1,652
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|
Machinery and equipment
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8,564
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|
|
8,085
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Accumulated depreciation
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(6,542
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)
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(6,055
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)
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Property, plant and equipment, net
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$
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3,811
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$
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3,810
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|
During the
six months ended
June 30, 2017
, we disposed of buildings, machinery and equipment no longer in use with a net book value of
$21 million
.
(
5
)
FINANCING ARRANGEMENTS
Debt
On March 1, 2017, $250 million of 1.35% senior notes matured and were repaid. On July 15, 2016, $244 million of 7.75% notes matured and were repaid. On June 15, 2016, $250 million of 6.50% senior notes matured and were repaid.
On
May 23, 2016
, we completed a debt offering of
$500 million
principal amount of
4.50%
notes due in
2046
.
The notes contain covenants that limit our ability to incur certain liens or enter into certain sale and lease-back transactions. In addition, if we experience a specific kind of change of control, we are required to make an offer to purchase all of the notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest. The notes are registered under the Securities Act of 1933, as amended, pursuant to our Registration Statement on Form S-3 (File No. 333-203704) filed with the Securities and Exchange Commission on April 29, 2015.
On November 2, 2016, Whirlpool Finance Luxembourg S.à. r.l., an indirect, wholly-owned finance subsidiary of Whirlpool Corporation, completed a debt offering of €500 million (approximately $555 million as of the date of issuance) principal amount of 1.250% notes due in 2026. The Company has fully and unconditionally guaranteed these notes. The notes contain covenants that limit Whirlpool Corporation's ability to incur certain liens or enter into certain sale and lease-back transactions. In addition, if we experience a specific kind of change of control, we are required to make an offer to purchase all of the notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest. The notes are registered under the Securities Act of 1933, as amended, pursuant to our Registration Statement on Form S-3 (File No. 333-203704-1) filed with the Securities and Exchange Commission on October 25, 2016.
Additionally, in the fourth quarter of 2014, we assumed
€300 million
(approximately
$363 million
as of the date of acquisition) principal amount of guaranteed notes due on April 26, 2018 from the Indesit acquisition. Whirlpool has agreed to be a guarantor of these notes.
On May 17, 2016, we and certain of our subsidiaries entered into a Third Amended and Restated Long-Term Credit Agreement (the “Long-Term Facility”). The Long-Term Facility provides aggregate borrowing capacity of $2.5 billion.
The interest and fee rates payable with respect to the Long-Term Facility based on our current debt rating are as follows: (1) the spread over LIBOR is 1.125%; (2) the spread over prime is 0.125%; and (3) the unused commitment fee is 0.125%. The Long-Term Facility contains customary covenants and warranties including, among other things, a debt to capitalization ratio of less than or equal to 0.60 to 1.00 as of the last day of each fiscal quarter, and a rolling twelve month interest coverage ratio required to be greater than or equal to 3.0 to 1.0 for each fiscal quarter. In addition, the covenants limit our ability to (or to permit any subsidiaries to), subject to various exceptions and limitations: (i) merge with other companies; (ii) create liens on our property; (iii) incur debt or off-balance sheet obligations at the subsidiary level; (iv) enter into transactions with affiliates, except on an arms-length basis; (v) enter into agreements restricting the payment of subsidiary dividends or restricting the making of loans or repayment of debt by subsidiaries to the Company or other subsidiaries; and (vi) enter into agreements restricting the creation of liens on our assets.
In addition to the committed $2.5 billion Long-Term Facility, we have a committed European facility and committed credit facilities in Brazil. The European facility provides borrowings up to €250 million (approximately $285 million at
June 30, 2017
and $263 million at
December 31, 2016
), maturing in 2019.
The committed credit facilities in Brazil provide borrowings up to
1.0 billion
Brazilian reais (approximately
$302 million
at
June 30, 2017
and
$307 million
at
December 31, 2016
)
, maturing through 2018.
We had
no
borrowings outstanding under the committed credit facilities at
June 30, 2017
or
December 31, 2016
.
Notes Payable
Notes payable, which consist of short-term borrowings payable to banks or commercial paper, are generally used to fund working capital requirements. The fair value of our notes payable approximates the carrying amount due to the short maturity of these obligations. The following table summarizes the carrying value of notes payable at
June 30, 2017
and
December 31, 2016
, respectively.
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|
|
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Millions of dollars
|
|
June 30, 2017
|
|
December 31, 2016
|
Commercial paper
|
|
966
|
|
|
—
|
|
Short-term borrowings to banks
|
|
145
|
|
|
34
|
|
Total notes payable
|
|
$
|
1,111
|
|
|
$
|
34
|
|
(
6
)
COMMITMENTS AND CONTINGENCIES
Embraco Antitrust Matters
Beginning in February 2009, our compressor business headquartered in Brazil ("Embraco") was notified of antitrust investigations of the global compressor industry by government authorities in various jurisdictions.
Embraco has resolved government investigations in various jurisdictions as well as all related civil lawsuits in the United States and no payments are owed in connection with such resolutions. Embraco also has resolved certain other claims and certain claims remain pending. Additional lawsuits could be filed.
At
June 30, 2017
,
a nominal amount remains accrued. We continue to defend these actions and take other steps to minimize our potential exposure. The final outcome and impact of these matters, and any related claims and investigations that may be brought in the future, are subject to many variables and cannot be predicted. We establish accruals only for those matters where we determine that a loss is probable and the amount of loss can be reasonably estimated. While it is currently not possible to reasonably estimate the aggregate amount of costs which we may incur in connection with these matters, such costs could have a material adverse effect on our financial statements in any particular reporting period.
BEFIEX Credits and Other Brazil Tax Matters
In previous years, our Brazilian operations earned tax credits under the Brazilian government’s export incentive program (BEFIEX). These credits reduced Brazilian federal excise taxes on domestic sales, resulting in an increase in the operations' recorded net sales, as the credits were monetized. We did not monetize any BEFIEX credits during the
six months ended
June 30, 2017
or
2016
.
We began recognizing BEFIEX credits in accordance with prior favorable court decisions allowing for the credits to be recognized. We recognized export credits as they were monetized.
In December 2013, the Brazilian government reinstituted the monetary adjustment index applicable to BEFIEX credits that existed prior to July 2009, when the Brazilian government required companies to apply a different monetary adjustment index to BEFIEX credits. As of
June 30, 2017
, no BEFIEX credits deemed to be available prior to this action remained to be monetized. Whether use of the reinstituted index should be given retroactive effect for the July 2009 to December 2013 period has been subject to review by the Brazilian courts. If the reinstituted index is given retroactive effect, we would be entitled to recognize additional credits. We are awaiting the resolution of additional proceedings on the retroactive effect of the reinstituted index.
Our Brazilian operations have received governmental assessments related to claims for income and social contribution taxes associated with certain monetized BEFIEX credits. We do not believe BEFIEX export credits are subject to income or social contribution taxes. We are disputing these tax matters in various courts and intend to vigorously defend our positions. We have not provided for income or social contribution taxes on these export credits, and based on the opinions of tax and legal advisors, we have not accrued any amount related to these assessments as of
June 30, 2017
.
The total amount of outstanding tax assessments received for income and social contribution taxes relating to the BEFIEX credits, including interest and penalties, is approximately
1.8 billion
Brazilian reais (approximately
$552 million
as of
June 30, 2017
).
Relying on existing Brazilian legal precedent, in 2003 and 2004, we recognized tax credits in an aggregate amount of
$26 million
, adjusted for currency, on the purchase of raw materials used in production (“IPI tax credits”). The Brazilian tax authority subsequently challenged the recording of IPI tax credits. No credits have been recognized since 2004. In 2009, we entered into a Brazilian government program which provided extended payment terms and reduced penalties and interest to encourage tax payers to resolve this and certain other disputed tax credit amounts. As permitted by the program, we elected to settle certain debts through the use of other existing tax credits and recorded charges of approximately
$34 million
in 2009 associated with these matters. In July 2012, the Brazilian revenue authority notified us that a portion of our proposed settlement was rejected and we received tax assessments of
237 million
Brazilian reais (approximately
$72 million
as of
June 30, 2017
),
reflecting interest and penalties to date. We are disputing these assessments and we intend to vigorously defend our position. Based on the opinion of our tax and legal advisors, we have not recorded an additional reserve related to these matters.
In 2001, Brazil adopted a law making the profits of controlled foreign corporations of Brazilian entities subject to income and social contribution tax regardless of whether the profits were repatriated ("CFC Tax"). Our Brazilian subsidiary, along with other corporations, challenged tax assessments on foreign profits on constitutionality and other grounds. In April 2013, the Brazilian Supreme Court ruled on one of our cases, finding that the law is constitutional, but remanding the case to a lower court for consideration of other arguments raised in our appeal, including the existence of tax treaties with jurisdictions in which controlled foreign corporations are domiciled. As of
June 30, 2017
, our potential exposure for income and social contribution taxes relating to profits of controlled foreign corporations, including interest and penalties and net of expected foreign tax credits, is approximately
218 million
Brazilian reais (approximately
$66 million
as of
June 30, 2017
). We believe these assessments are without merit and we intend to continue to vigorously dispute them. Based on the opinion of our tax and legal advisors, we have
no
t accrued any amount related to these assessments as of
June 30, 2017
.
In addition to the IPI tax credit and CFC Tax matters noted above, we are currently disputing other assessments issued by the Brazilian tax authorities related to non-income and income tax matters, including for the monetization of BEFIEX credits and other matters, which are at various stages of review in numerous administrative and judicial proceedings. The amounts related to these assessments will continue to be increased by monetary adjustments at the Selic rate, which is the benchmark rate set by the Brazilian Central Bank. In accordance with our accounting policies, we routinely assess these matters and, when necessary, record our best estimate of a loss. We believe these tax assessments are without merit and are vigorously defending our positions.
Litigation is inherently unpredictable and the conclusion of these matters may take many years to ultimately resolve. Accordingly, it is possible that an unfavorable outcome in these proceedings could have a material adverse effect on our financial statements in any particular reporting period.
Other Litigation
We have vigorously defended against numerous lawsuits pending in the United States relating to certain of our front load washing machines. In 2016, we reached final agreement on a settlement that will resolve all such class action lawsuits (except for attorneys fee in an immaterial case) and received court approval. We are proceeding through the administrative consumer claims process to implement the terms of the settlement, which will be complete in 2017.
In addition, we are currently vigorously defending a number of other lawsuits in federal and state courts in the United States related to the manufacturing and sale of our products which include class action allegations, and have and may become involved in similar actions in other jurisdictions. These lawsuits allege claims which include negligence, breach of contract, breach of warranty, product liability and safety claims, false advertising, fraud, and violation of federal and state regulations, including consumer protection laws. In general, we do not have insurance coverage for class action lawsuits. We are also involved in various other legal actions in the United States and other jurisdictions around the world arising in the normal course of business, for which insurance coverage may or may not be available depending on the nature of the action. We dispute the merits of these suits and actions, and intend to vigorously defend them. Management believes, based upon its current knowledge, after taking into consideration legal counsel's evaluation of such suits and actions, and after taking into account current litigation accruals, that the outcome of these matters currently pending against Whirlpool should not have a material adverse effect, if any, on our financial statements.
Competition Investigation
In 2013, the French Competition Authority commenced an investigation of appliance manufacturers and retailers in France. The investigation includes (among others) Whirlpool and Indesit operations in France. Although it is currently not possible to assess the impact, if any, this matter may have on our Consolidated Condensed Financial Statements, the resolution of this matter could have a material adverse effect on our financial statements in any particular reporting period.
Product Warranty and Legacy Product Corrective Action Reserves
Product warranty reserves are included in other current and other noncurrent liabilities in our Consolidated Condensed Balance Sheets. The following table summarizes the changes in total product warranty and legacy product warranty liability reserves for the periods presented:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product Warranty
|
|
Legacy Product Warranty
|
|
Total
|
Millions of dollars
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Balance at January 1
|
|
$
|
251
|
|
|
$
|
239
|
|
|
$
|
69
|
|
|
$
|
254
|
|
|
$
|
320
|
|
|
$
|
493
|
|
Issuances/accruals during the period
|
|
158
|
|
|
159
|
|
|
1
|
|
|
—
|
|
|
159
|
|
|
159
|
|
Settlements made during the period/other
|
|
(154
|
)
|
|
(153
|
)
|
|
(47
|
)
|
|
(101
|
)
|
|
(201
|
)
|
|
(254
|
)
|
Balance at June 30
|
|
$
|
255
|
|
|
$
|
245
|
|
|
$
|
23
|
|
|
$
|
153
|
|
|
$
|
278
|
|
|
$
|
398
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current portion
|
|
$
|
189
|
|
|
$
|
186
|
|
|
$
|
23
|
|
|
$
|
131
|
|
|
$
|
212
|
|
|
$
|
317
|
|
Non-current portion
|
|
66
|
|
|
59
|
|
|
—
|
|
|
22
|
|
|
66
|
|
|
81
|
|
Total
|
|
$
|
255
|
|
|
$
|
245
|
|
|
$
|
23
|
|
|
$
|
153
|
|
|
$
|
278
|
|
|
$
|
398
|
|
In the normal course of business, we engage in investigations of potential quality and safety issues. As part of our ongoing effort to deliver quality products to consumers, we are currently investigating a limited number of potential quality and safety issues globally. As necessary, we undertake to effect repair or replacement of appliances in the event that an investigation leads to the conclusion that such action is warranted.
As part of that process, in 2015, Whirlpool engaged in thorough investigations of incident reports associated with
two
of its dryer production platforms developed by Indesit, prior to Whirlpool's acquisition of Indesit in October 2014. This led to Indesit reporting the issue to regulatory authorities for consideration. These discussions determined that corrective action of the affected dryers was required.
In September 2015, we recorded a liability related to this corrective action cost of
€245 million
(approximately
$274 million
as of September 30, 2015). The establishment of this liability is based on several assumptions such as customer response rate, consumer options, field repair costs, inventory repair costs, and timing of tax deductibility. Our experience with respect to these factors may cause our actual costs to differ significantly from our estimated costs. Cash settlements related to this corrective action are recognized in other operating activities in the Consolidated Condensed Statements of Cash Flows. In the
six months ended
June 30, 2017
, Whirlpool had
$46 million
of cash expenditures related to the corrective action.
Guarantees
We have guarantee arrangements in a Brazilian subsidiary. As a standard business practice in Brazil, the subsidiary guarantees customer lines of credit at commercial banks to support purchases following its normal credit policies. If a customer were to default on its line of credit with the bank, our subsidiary would be required to satisfy the obligation with the bank and the receivable would revert back to the subsidiary. At
June 30, 2017
and
December 31, 2016
, the guaranteed amounts totaled
$255 million
and
$258 million
, respectively. Our subsidiary insures against credit risk for these guarantees, under normal operating conditions, through policies purchased from high-quality underwriters.
We provide guarantees of indebtedness and lines of credit for various consolidated subsidiaries. The maximum contractual amount of indebtedness and credit facilities available under these lines for consolidated subsidiaries totaled
$2.4 billion
as of
June 30, 2017
and
December 31, 2016
, respectively. Our total outstanding bank indebtedness under guarantees was
$45 million
at
June 30, 2017
and
$32 million
December 31, 2016
, respectively.
We have guaranteed a
$39 million
five
-year revolving credit facility between certain financial institutions and a not-for-profit entity in connection with a community and economic development project (“Harbor Shores”). The credit facility, which originated in 2008, was refinanced in December 2012 and we renewed our guarantee through 2017. It was also amended in 2016 and 2017 by Harbor Shores and reduced to
$40 million
and
$39 million
, respectively. The fair value of the guarantee was nominal at
June 30, 2017
and
December 31, 2016
, respectively. The purpose of Harbor Shores is to stimulate employment and growth in the areas of Benton Harbor and St. Joseph, Michigan. In the event of default, we must satisfy the guarantee of the credit facility up to the amount borrowed at the date of default.
(
7
)
HEDGES AND DERIVATIVE FINANCIAL INSTRUMENTS
Derivative instruments are accounted for at fair value based on market rates. Derivatives where we elect hedge accounting are designated as either cash flow or fair value hedges. Derivatives that are not accounted for based on hedge accounting are marked to market through earnings. The accounting for changes in the fair value of a derivative depends on the intended use and designation of the derivative instrument. Hedging ineffectiveness and a net earnings impact occur when the change in the fair value of the hedge does not offset the change in the fair value of the hedged item. The ineffective portion of the gain or loss is recognized in earnings.
Using derivative instruments means assuming counterparty credit risk. Counterparty credit risk relates to the loss we could incur if a counterparty were to default on a derivative contract. We generally deal with investment grade counterparties and monitor the overall credit risk and exposure to individual counterparties. We do not anticipate nonperformance by any counterparties. The amount of counterparty credit exposure is limited to the unrealized gains, if any, on such derivative contracts. We do not require nor do we post collateral or security on such contracts.
Hedging Strategy
In the normal course of business, we manage risks relating to our ongoing business operations including those arising from changes in foreign exchange rates, interest rates and commodity prices. Fluctuations in these rates and prices can affect our operating results and financial condition. We use a variety of strategies, including the use of derivative instruments, to manage these risks. We do not enter into derivative financial instruments for trading or speculative purposes.
Foreign Currency Exchange Rate Risk
We incur expenses associated with the procurement and production of products in a limited number of countries, while we sell in the local currencies of a large number of countries. Our primary foreign currency exchange exposures result from cross-currency sales of products. As a result, we enter into foreign exchange contracts to hedge certain firm commitments and forecasted transactions to acquire products and services that are denominated in foreign currencies.
We enter into certain undesignated non-functional currency asset and liability hedges that relate primarily to short-term payables, receivables and intercompany loans. These forecasted cross-currency cash flows relate primarily to foreign currency denominated expenditures and intercompany financing agreements, royalty agreements and dividends. When we hedge a foreign currency denominated payable or receivable with a derivative, the effect of changes in the foreign exchange rates are reflected currently in interest and sundry (income) expense for both the payable/receivable and the derivative. Therefore, as a result of this economic hedge, we do not elect hedge accounting.
Commodity Price Risk
We enter into commodity derivative contracts on various commodities to manage the price risk associated with forecasted purchases of materials used in our manufacturing process. The objective of these hedges is to reduce the variability of cash flows associated with the forecasted purchase of commodities.
Interest Rate Risk
We may enter into interest rate swap agreements to manage interest rate risk exposure. Our interest rate swap agreements, if any, effectively modify our exposure to interest rate risk, primarily through converting certain floating rate debt to a fixed rate basis, and certain fixed rate debt to a floating rate basis. These agreements involve either the receipt or payment of floating rate amounts in exchange for fixed rate interest payments or receipts, respectively, over the life of the agreements without an exchange of the underlying principal amounts. We also may utilize a cross-currency interest rate swap agreement to manage our exposure relating to certain intercompany debt denominated in one foreign currency that will be repaid in another foreign currency. At
June 30, 2017
and
December 31, 2016
, there were
no
outstanding interest rate swap agreements.
We may enter into treasury rate lock agreements to effectively modify our exposure to interest rate risk by locking in interest rates on probable long-term debt issuances.
Net Investment Hedging
As of
June 30, 2017
and
December 31, 2016
, the outstanding principal amount of foreign currency denominated debt instruments designated as net investment hedges totaled
€800 million
and
€500 million
, respectively.
The following table summarizes our foreign currency denominated debt designated as net investment hedges at
June 30, 2017
and
December 31, 2016
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional (Local)
|
|
Notional (USD)
|
|
Maturity
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
Instrument
|
|
|
|
|
|
|
|
|
|
|
Senior note - 0.625%
|
|
€
|
500
|
|
|
€
|
500
|
|
|
$
|
571
|
|
|
$
|
527
|
|
|
March 2020
|
Commercial Paper
|
|
€
|
300
|
|
|
€
|
—
|
|
|
$
|
343
|
|
|
$
|
—
|
|
|
July 2017
|
For instruments that are designated and qualify as a net investment hedge, the effective portion of the instruments' gain or loss is reported as a component of other comprehensive income (OCI) and recorded in accumulated other comprehensive loss. The gain or loss will be subsequently reclassified into net earnings when the hedged net investment is either sold or substantially liquidated. The remaining change in fair value of the hedge instruments represents the ineffective portion, which is immediately recognized in interest and sundry (income) expense on our consolidated statements of income. As of
June 30, 2017
and
December 31, 2016
, there was
no
ineffectiveness on hedges designated as net investment hedges.
The following table summarizes our outstanding derivative contracts and their effects on our Consolidated Condensed Balance Sheets at
June 30, 2017
and
December 31, 2016
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value of
|
|
Type
of
Hedge
(1)
|
|
|
|
|
Notional Amount
|
|
Hedge Assets
|
|
Hedge Liabilities
|
|
Maximum Term (Months)
|
Millions of dollars
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
|
2017
|
|
2016
|
Derivatives accounted for as hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange forwards/options
|
|
$
|
2,167
|
|
|
$
|
1,813
|
|
|
$
|
12
|
|
|
$
|
32
|
|
|
$
|
54
|
|
|
$
|
10
|
|
|
(CF)
|
|
52
|
|
58
|
Commodity swaps/options
|
|
290
|
|
|
299
|
|
|
12
|
|
|
7
|
|
|
3
|
|
|
11
|
|
|
(CF)
|
|
42
|
|
36
|
Total derivatives accounted for as hedges
|
|
|
|
|
|
$
|
24
|
|
|
$
|
39
|
|
|
$
|
57
|
|
|
$
|
21
|
|
|
|
|
|
|
|
Derivatives not accounted for as hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange forwards/options
|
|
$
|
2,818
|
|
|
$
|
3,262
|
|
|
$
|
15
|
|
|
$
|
39
|
|
|
$
|
38
|
|
|
$
|
16
|
|
|
N/A
|
|
29
|
|
35
|
Commodity swaps/options
|
|
1
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
N/A
|
|
11
|
|
2
|
Total derivatives not accounted for as hedges
|
|
|
|
|
|
15
|
|
|
39
|
|
|
38
|
|
|
16
|
|
|
|
|
|
|
|
Total derivatives
|
|
|
|
|
|
$
|
39
|
|
|
$
|
78
|
|
|
$
|
95
|
|
|
$
|
37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
$
|
34
|
|
|
$
|
54
|
|
|
$
|
73
|
|
|
$
|
35
|
|
|
|
|
|
|
|
Noncurrent
|
|
|
|
|
|
5
|
|
|
24
|
|
|
22
|
|
|
2
|
|
|
|
|
|
|
|
Total derivatives
|
|
|
|
|
|
$
|
39
|
|
|
$
|
78
|
|
|
$
|
95
|
|
|
$
|
37
|
|
|
|
|
|
|
|
(1)
Derivatives accounted for as hedges are considered cash flow (CF) hedges.
The following tables summarize the effects of derivative instruments on our Consolidated Condensed Statements of Comprehensive Income for the
three and six months ended
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
Gain (Loss)
Recognized in OCI
(Effective Portion)
|
|
Gain (Loss) Reclassified from
OCI into Earnings
(Effective Portion)
(1)
|
|
Cash Flow Hedges - Millions of dollars
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
Foreign exchange forwards/options
|
|
$
|
(50
|
)
|
|
$
|
10
|
|
|
$
|
(37
|
)
|
|
$
|
3
|
|
(a)
|
Commodity swaps/options
|
|
2
|
|
|
9
|
|
|
8
|
|
|
(8
|
)
|
(a)
|
Interest rate derivatives
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(b)
|
|
|
|
|
|
|
|
|
|
|
Net Investment Hedges
|
|
|
|
|
|
|
|
|
|
Foreign currency
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
$
|
(88
|
)
|
|
$
|
19
|
|
|
$
|
(29
|
)
|
|
$
|
(5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
|
|
|
|
|
Gain (Loss) Recognized on Derivatives not
Accounted for as Hedges
(2)
|
|
Derivatives not Accounted for as Hedges - Millions of dollars
|
|
|
|
|
|
2017
|
|
2016
|
|
Foreign exchange forwards/options
|
|
|
|
|
|
$
|
(41
|
)
|
|
$
|
9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
|
Gain (Loss)
Recognized in OCI
(Effective Portion)
|
|
Gain (Loss) Reclassified from
OCI into Earnings
(Effective Portion)
(1)
|
|
Cash Flow Hedges - Millions of dollars
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
Foreign exchange
|
|
$
|
(60
|
)
|
|
$
|
(6
|
)
|
|
$
|
(42
|
)
|
|
$
|
12
|
|
(a)
|
Commodity swaps/options
|
|
17
|
|
|
21
|
|
|
18
|
|
|
(24
|
)
|
(a)
|
Interest rate derivatives
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(b)
|
|
|
|
|
|
|
|
|
|
|
Net Investment Hedges
|
|
|
|
|
|
|
|
|
|
Foreign currency
|
|
(40
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
$
|
(83
|
)
|
|
$
|
15
|
|
|
$
|
(24
|
)
|
|
$
|
(12
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
|
|
|
|
|
Gain (Loss) Recognized on Derivatives not
Accounted for as Hedges
(2)
|
|
Derivatives not Accounted for as Hedges - Millions of dollars
|
|
|
|
|
|
2017
|
|
2016
|
|
Foreign exchange forwards/options
|
|
|
|
|
|
$
|
(79
|
)
|
|
$
|
(34
|
)
|
|
(1)
Gains and losses reclassified from accumulated OCI and recognized in income are recorded in (a) cost of products sold or (b) interest expense.
(2)
Mark to market gains and losses recognized in income are recorded in interest and sundry (income) expense.
For cash flow hedges, the amount of ineffectiveness recognized in interest and sundry (income) expense was nominal for the periods ended
June 30
,
2017
and
2016
. There were no hedges designated as fair value for the periods ended
June 30
,
2017
and
2016
. The net amount of unrealized gain or loss on derivative instruments included in accumulated OCI related to contracts maturing and expected to be realized during the next twelve months is a gain of
$13 million
at
June 30, 2017
.
(
8
)
STOCKHOLDERS’ EQUITY
Other Comprehensive Income (Loss)
The following table summarizes our other comprehensive income (loss) and related tax effects for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
2017
|
|
2016
|
Millions of dollars
|
|
Pre-tax
|
Tax Effect
|
Net
|
|
Pre-tax
|
Tax Effect
|
Net
|
Currency translation adjustments
|
|
$
|
2
|
|
$
|
—
|
|
$
|
2
|
|
|
$
|
(69
|
)
|
$
|
—
|
|
$
|
(69
|
)
|
Cash flow hedges
|
|
(28
|
)
|
10
|
|
(18
|
)
|
|
36
|
|
(12
|
)
|
24
|
|
Pension and other postretirement benefits plans
|
|
11
|
|
(6
|
)
|
5
|
|
|
6
|
|
(1
|
)
|
5
|
|
Available for sale securities
|
|
2
|
|
—
|
|
2
|
|
|
(3
|
)
|
—
|
|
(3
|
)
|
Other comprehensive income (loss)
|
|
(13
|
)
|
4
|
|
(9
|
)
|
|
(30
|
)
|
(13
|
)
|
(43
|
)
|
Less: Other comprehensive income (loss) available to noncontrolling interests
|
|
—
|
|
—
|
|
—
|
|
|
1
|
|
—
|
|
1
|
|
Other comprehensive income (loss) available to Whirlpool
|
|
$
|
(13
|
)
|
$
|
4
|
|
$
|
(9
|
)
|
|
$
|
(31
|
)
|
$
|
(13
|
)
|
$
|
(44
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
2017
|
|
2016
|
Millions of dollars
|
|
Pre-tax
|
Tax Effect
|
Net
|
|
Pre-tax
|
Tax Effect
|
Net
|
Currency translation adjustments
|
|
$
|
76
|
|
$
|
—
|
|
$
|
76
|
|
|
$
|
56
|
|
$
|
—
|
|
$
|
56
|
|
Cash flow hedges
|
|
(25
|
)
|
7
|
|
(18
|
)
|
|
38
|
|
(11
|
)
|
27
|
|
Pension and other postretirement benefits plans
|
|
20
|
|
(7
|
)
|
13
|
|
|
52
|
|
(19
|
)
|
33
|
|
Available for sale securities
|
|
—
|
|
—
|
|
—
|
|
|
(3
|
)
|
—
|
|
(3
|
)
|
Other comprehensive income (loss)
|
|
71
|
|
—
|
|
71
|
|
|
143
|
|
(30
|
)
|
113
|
|
Less: Other comprehensive income (loss) available to noncontrolling interests
|
|
(1
|
)
|
—
|
|
(1
|
)
|
|
2
|
|
—
|
|
2
|
|
Other comprehensive income (loss) available to Whirlpool
|
|
$
|
72
|
|
$
|
—
|
|
$
|
72
|
|
|
$
|
141
|
|
$
|
(30
|
)
|
$
|
111
|
|
Reclassifications Out of Accumulated Other Comprehensive Income (Loss)
The following table provides the reclassification adjustments out of accumulated other comprehensive income (loss), by component, which was included in net earnings for the
three and six months ended
June 30, 2017
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
|
Millions of dollars
|
|
(Gain) Loss Reclassified
|
|
(Gain) Loss Reclassified
|
|
Classification in Earnings
|
Cash flow hedges, pre-tax
|
|
$
|
29
|
|
|
$
|
24
|
|
|
Cost of products sold
|
Pension and postretirement benefits, pre-tax
|
|
12
|
|
|
21
|
|
|
Interest and sundry (income) expense
|
The following table summarizes the changes in stockholders’ equity for the period presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of dollars
|
|
Total
|
|
Whirlpool
Common
Stockholders
|
|
Noncontrolling
Interests
|
Stockholders' equity, December 31, 2016
|
|
$
|
5,728
|
|
|
$
|
4,773
|
|
|
$
|
955
|
|
Net earnings (loss)
|
|
337
|
|
|
342
|
|
|
(5
|
)
|
Other comprehensive income (loss)
|
|
71
|
|
|
72
|
|
|
(1
|
)
|
Comprehensive income (loss)
|
|
408
|
|
|
414
|
|
|
(6
|
)
|
Common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
Treasury stock
|
|
(350
|
)
|
|
(350
|
)
|
|
—
|
|
Additional paid-in capital
|
|
49
|
|
|
49
|
|
|
—
|
|
Dividends declared on common stock
|
|
(155
|
)
|
|
(155
|
)
|
|
—
|
|
Stockholders' equity, June 30, 2017
|
|
$
|
5,680
|
|
|
$
|
4,731
|
|
|
$
|
949
|
|
Net Earnings per Share
Diluted net earnings per share of common stock include the dilutive effect of stock options and other share-based compensation plans. Basic and diluted net earnings per share of common stock for the periods presented were calculated as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
Millions of dollars and shares
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Numerator for basic and diluted earnings per share - Net earnings available to Whirlpool
|
|
$
|
189
|
|
|
$
|
320
|
|
|
$
|
342
|
|
|
$
|
470
|
|
Denominator for basic earnings per share - weighted-average shares
|
|
74.0
|
|
|
76.2
|
|
|
74.4
|
|
|
76.7
|
|
Effect of dilutive securities – share-based compensation
|
|
1.1
|
|
|
1.2
|
|
|
1.2
|
|
|
1.1
|
|
Denominator for diluted earnings per share – adjusted weighted-average shares
|
|
75.1
|
|
|
77.4
|
|
|
75.6
|
|
|
77.8
|
|
Anti-dilutive stock options/awards excluded from earnings per share
|
|
0.5
|
|
|
0.3
|
|
|
0.6
|
|
|
0.3
|
|
Share Repurchase Program
On April 18, 2016, our Board of Directors authorized a share repurchase program of up to
$1 billion
.
During the six months ended
June 30, 2017
,
we repurchased
1,929,620
shares under this share repurchase program at an aggregate purchase price of approximately
$350 million
. As of
June 30, 2017
, there were approximately
$350 million
in remaining funds authorized under this program, which has no expiration date.
On July 25, 2017, our Board of Directors authorized an additional share repurchase program of up to
$2 billion
, which has no expiration date.
Share repurchases are made from time to time on the open market as conditions warrant. The program does not obligate us to repurchase any of our shares
.
(
9
)
RESTRUCTURING CHARGES
We periodically take action to improve operating efficiencies, typically in connection with business acquisitions or changes in the economic environment. Our footprint and headcount reductions and organizational integration actions relate to discrete, unique restructuring events, primarily reflected in the following plans:
In the second quarter of 2015, we committed to a restructuring plan to integrate our Italian legacy operations with those of Indesit. The industrial restructuring plan, which was approved by the relevant labor unions in July 2015 and signed by the Italian government in August 2015, provides for the closure or repurposing of certain manufacturing facilities and headcount reductions at other facilities. In addition, the restructuring plan provides for headcount reductions in the salaried employee workforce.
We estimate that we will incur up to
€179 million
(approximately
$204 million
as of
June 30, 2017
) in employee-related costs,
€25 million
(approximately
$29 million
as of
June 30, 2017
) in asset impairment costs, and
€37 million
(approximately
$42 million
as of
June 30, 2017
) in other associated costs in connection with these actions. These actions will be complete in 2019. We estimate
€209 million
(approximately
$239 million
as of
June 30, 2017
) of the estimated
€241 million
(approximately
$275 million
as of
June 30, 2017
)
total cost will result in cash expenditures.
On January 24, 2017 the Company and certain of its subsidiary companies began consultations with certain works councils and other regulatory agencies in connection with the Company’s proposal to restructure its EMEA dryer manufacturing operations. Company management authorized the initiation of such consultations on December 30, 2016. These actions are expected to result in changing the operations at the Company's Yate, U.K. facility to focus on manufacturing for U.K. consumer needs only; ending production in 2018 in Amiens, France; and concentrating the production of dryers for non-U.K. consumer needs in Lodz, Poland. The Company anticipates that approximately
500
positions would be impacted by these actions. The Company expects these actions to be substantially complete in 2018. The Company estimates that it will incur approximately
€59 million
(approximately
$67 million
as of
June 30, 2017
) in employee-related costs, approximately
€11 million
(approximately
$13 million
as of
June 30, 2017
) in asset impairment costs, and approximately
€10 million
(approximately
$11 million
as of
June 30, 2017
) in other associated costs in connection with these actions. The Company estimates that approximately
€69 million
(approximately
$79 million
as of
June 30, 2017
) of the estimated
€79 million
(approximately
$90 million
as of
June 30, 2017
) total cost will result in future cash expenditures.
The following table summarizes the change to our restructuring liability for the period ended
June 30, 2017
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Millions of dollars
|
December 31,
2016
|
Charge to Earnings
|
Cash Paid
|
Non-cash
and Other
|
June 30,
2017
|
Employee termination costs
|
$
|
71
|
|
$
|
61
|
|
$
|
(54
|
)
|
$
|
6
|
|
$
|
84
|
|
Asset impairment costs
|
—
|
|
20
|
|
—
|
|
(20
|
)
|
—
|
|
Facility exit costs
|
2
|
|
13
|
|
(10
|
)
|
—
|
|
5
|
|
Other exit costs
|
14
|
|
11
|
|
(7
|
)
|
—
|
|
18
|
|
Total
|
$
|
87
|
|
$
|
105
|
|
$
|
(71
|
)
|
$
|
(14
|
)
|
$
|
107
|
|
The following table summarizes the restructuring charges by operating segment as of
June 30, 2017
:
|
|
|
|
|
|
Millions of dollars
|
|
June 30,
2017
|
North America
|
|
$
|
9
|
|
EMEA
|
|
82
|
|
Latin America
|
|
6
|
|
Asia
|
|
2
|
|
Corporate / Other
|
|
6
|
|
Total
|
|
$
|
105
|
|
(
10
)
INCOME TAXES
Income tax expense was
$33 million
and
$73 million
for the
three and six months ended
June 30, 2017
, respectively, compared to income tax benefit of
$56 million
and income tax expense of
$3 million
in the same periods of
2016
. For the
three and six months ended
June 30, 2017
, changes in the effective tax rate from the prior period include tax planning and related valuation allowance releases in the second quarter of 2016.
The Company plans to distribute certain foreign earnings during
2017
and over the next several years. The
2017
distribution is forecasted to result in tax benefits that have been included in the Company's estimated annual and second quarter effective tax rate. The tax benefit to distributions that may be made in 2018 and beyond has not been recorded largely due to the distribution's contingent nature. The tax benefit for the
three and six months ended
June 30, 2017
has been disclosed in the Company's effective tax rate reconciliation.
The following table summarizes the difference between
income tax expense
at the United States statutory rate of
35%
and the
income tax expense
at effective worldwide tax rates for the respective periods:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
Millions of dollars
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Earnings before income taxes
|
|
$
|
212
|
|
|
$
|
286
|
|
|
$
|
410
|
|
|
$
|
501
|
|
|
|
|
|
|
|
|
|
|
Income tax (benefit) expense computed at United States statutory tax rate
|
|
74
|
|
|
100
|
|
|
143
|
|
|
175
|
|
Valuation allowances (releases)
|
|
6
|
|
|
(105
|
)
|
|
7
|
|
|
(105
|
)
|
Audits and settlements
|
|
(9
|
)
|
|
(32
|
)
|
|
(6
|
)
|
|
(32
|
)
|
U.S. foreign income items, net of credits
|
|
(34
|
)
|
|
(6
|
)
|
|
(53
|
)
|
|
(11
|
)
|
Foreign government tax incentive
|
|
(2
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|
(4
|
)
|
Other
|
|
(2
|
)
|
|
(11
|
)
|
|
(15
|
)
|
|
(20
|
)
|
Income tax (benefit) expense computed at effective worldwide tax rates
|
|
$
|
33
|
|
|
$
|
(56
|
)
|
|
$
|
73
|
|
|
$
|
3
|
|
At the end of each interim period, we make our best estimate of the effective tax rate expected to be applicable for the full fiscal year and the impact of discrete items, if any, and adjust the quarterly rate as necessary.
(
11
)
PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS
The following table summarizes the components of net periodic pension cost and the cost of other postretirement benefits for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
United States
Pension Benefits
|
|
Foreign
Pension Benefits
|
|
Other Postretirement
Benefits
|
Millions of dollars
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Service cost
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Interest cost
|
|
33
|
|
|
37
|
|
|
6
|
|
|
7
|
|
|
4
|
|
|
4
|
|
Expected return on plan assets
|
|
(44
|
)
|
|
(46
|
)
|
|
(8
|
)
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial loss
|
|
13
|
|
|
11
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
Prior service credit
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(4
|
)
|
Settlement and curtailment (gain) loss
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
Net periodic cost
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
United States
Pension Benefits
|
|
Foreign
Pension Benefits
|
|
Other Postretirement
Benefits
|
Millions of dollars
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Service cost
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
4
|
|
Interest cost
|
|
67
|
|
|
74
|
|
|
11
|
|
|
14
|
|
|
8
|
|
|
8
|
|
Expected return on plan assets
|
|
(88
|
)
|
|
(93
|
)
|
|
(15
|
)
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial loss
|
|
25
|
|
|
23
|
|
|
3
|
|
|
2
|
|
|
—
|
|
|
—
|
|
Prior service credit
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
(8
|
)
|
Settlement and curtailment (gain) loss
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Net periodic cost
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
5
|
|
|
$
|
4
|
|
The following table summarizes the net periodic cost recognized in operating profit and interest and sundry (income) expense for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
United States
Pension Benefits
|
|
Foreign
Pension Benefits
|
|
Other Postretirement
Benefits
|
Millions of dollars
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Operating profit (loss)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Interest and sundry (income) expense
|
|
2
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
—
|
|
Net periodic benefit cost (credit)
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
United States
Pension Benefits
|
|
Foreign
Pension Benefits
|
|
Other Postretirement
Benefits
|
Millions of dollars
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
Operating profit (loss)
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
4
|
|
Interest and sundry (income) expense
|
|
3
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Net periodic benefit cost (credit)
|
|
$
|
4
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
5
|
|
|
$
|
4
|
|
During the second quarter 2011, we modified retiree medical benefits for certain retirees to be consistent with those benefits provided by the Whirlpool Corporation Group Benefit Plan. We accounted for these changes as a plan amendment in 2011, resulting in a reduction in the postretirement benefit obligation of $
138 million
, of which approximately
$103 million
of benefit has been recognized in net earnings since 2011, with an offset to accumulated other comprehensive loss, net of tax. In response, a group of retirees initiated legal proceedings against Whirlpool asserting the above benefits are vested and changes to the plan are not permitted. We disagree with plaintiffs' assertion and are continuing to vigorously defend our position, including through any necessary appeal process. However, an unfavorable final result could require us to immediately reverse the benefit we have recognized to that point, and remeasure the associated postretirement benefit obligation, the impact of which will depend on timing and the actuarial assumptions then in effect.
(
12
)
OPERATING SEGMENT INFORMATION
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker, or decision making group, in deciding how to allocate resources to an individual segment and in assessing performance.
We identify such segments based upon geographical regions of operations because each operating segment manufactures home appliances and related components, but serves strategically different markets. The chief operating decision maker or decision making group evaluates performance based upon each segment’s operating income, which is defined as income before interest and sundry (income) expense, interest expense, income taxes, and noncontrolling interests. Total assets by segment are those assets directly associated with the respective operating activities. The “Other/Eliminations” column primarily includes corporate expenses, assets and eliminations, as well as corporate restructuring costs and intangible asset impairments, if any. Intersegment sales are eliminated within each region except compressor sales out of Latin America, which are included in Other/Eliminations.
The tables below summarize performance by operating segment for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
|
OPERATING SEGMENTS
|
Millions of dollars
|
|
North
America
|
|
EMEA
|
|
Latin
America
|
|
Asia
|
|
Other/
Eliminations
|
|
Total
Whirlpool
|
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
$
|
2,986
|
|
|
$
|
1,200
|
|
|
$
|
848
|
|
|
$
|
358
|
|
|
$
|
(45
|
)
|
|
$
|
5,347
|
|
2016
|
|
2,760
|
|
|
1,296
|
|
|
826
|
|
|
363
|
|
|
(47
|
)
|
|
5,198
|
|
Intersegment sales
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
40
|
|
|
25
|
|
|
48
|
|
|
77
|
|
|
(190
|
)
|
|
—
|
|
2016
|
|
38
|
|
|
16
|
|
|
53
|
|
|
73
|
|
|
(180
|
)
|
|
—
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
65
|
|
|
41
|
|
|
22
|
|
|
14
|
|
|
14
|
|
|
156
|
|
2016
|
|
69
|
|
|
42
|
|
|
18
|
|
|
17
|
|
|
18
|
|
|
164
|
|
Operating profit (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
354
|
|
|
—
|
|
|
59
|
|
|
(32
|
)
|
|
(107
|
)
|
|
274
|
|
2016
|
|
340
|
|
|
46
|
|
|
50
|
|
|
16
|
|
|
(84
|
)
|
|
368
|
|
Total assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2017
|
|
8,222
|
|
|
7,583
|
|
|
2,787
|
|
|
2,924
|
|
|
(1,310
|
)
|
(a)
|
20,206
|
|
December 31, 2016
|
|
8,009
|
|
|
7,497
|
|
|
2,601
|
|
|
2,788
|
|
|
(1,742
|
)
|
(a)
|
19,153
|
|
Capital expenditures
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
38
|
|
|
23
|
|
|
28
|
|
|
24
|
|
|
9
|
|
|
122
|
|
2016
|
|
41
|
|
|
27
|
|
|
24
|
|
|
9
|
|
|
20
|
|
|
121
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
|
|
OPERATING SEGMENTS
|
Millions of dollars
|
|
North
America
|
|
EMEA
|
|
Latin
America
|
|
Asia
|
|
Other/
Eliminations
|
|
Total
Whirlpool
|
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
5,551
|
|
|
2,233
|
|
|
1,666
|
|
|
777
|
|
|
(94
|
)
|
|
10,133
|
|
2016
|
|
5,170
|
|
|
2,469
|
|
|
1,531
|
|
|
734
|
|
|
(90
|
)
|
|
9,814
|
|
Intersegment sales
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
91
|
|
|
44
|
|
|
97
|
|
|
138
|
|
|
(370
|
)
|
|
—
|
|
2016
|
|
87
|
|
|
31
|
|
|
103
|
|
|
135
|
|
|
(356
|
)
|
|
—
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
129
|
|
|
89
|
|
|
42
|
|
|
31
|
|
|
28
|
|
|
319
|
|
2016
|
|
134
|
|
|
89
|
|
|
34
|
|
|
33
|
|
|
42
|
|
|
332
|
|
Operating profit (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
641
|
|
|
(17
|
)
|
|
127
|
|
|
(9
|
)
|
|
(204
|
)
|
|
538
|
|
2016
|
|
590
|
|
|
101
|
|
|
93
|
|
|
41
|
|
|
(172
|
)
|
|
653
|
|
Total assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2017
|
|
8,222
|
|
|
7,583
|
|
|
2,787
|
|
|
2,924
|
|
|
(1,310
|
)
|
(a)
|
20,206
|
|
December 31, 2016
|
|
8,009
|
|
|
7,497
|
|
|
2,601
|
|
|
2,788
|
|
|
(1,742
|
)
|
(a)
|
19,153
|
|
Capital expenditures
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
76
|
|
|
36
|
|
|
48
|
|
|
33
|
|
|
17
|
|
|
210
|
|
2016
|
|
71
|
|
|
45
|
|
|
43
|
|
|
15
|
|
|
32
|
|
|
206
|
|
(a) Includes eliminations of intersegment transactions occurring in the ordinary course of business.