WHR.9.30.2012 - 10-Q


UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
 ________________________________________________________
FORM 10-Q
  ________________________________________________________
x
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2012
OR
o
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-3932
WHIRLPOOL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
 
38-1490038
(State of Incorporation)
 
(I.R.S. Employer Identification No.)
 
 
 
2000 North M-63,
Benton Harbor, Michigan
 
49022-2692
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code (269) 923-5000
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                        Yes  x    No   o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  x    No   o    
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12-b-2 of the Exchange Act.             
Large accelerated filer  x
 
Accelerated filer  o
Non-accelerated filer  o (Do not check if a smaller reporting  company)
 
Smaller reporting company  o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o    No   x
Number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Class of common stock
 
Shares outstanding at October 16, 2012
Common stock, par value $1 per share
 
77,853,759


QUARTERLY REPORT ON FORM 10-Q
WHIRLPOOL CORPORATION
Three and Nine Months Ended September 30, 2012
INDEX OF INFORMATION INCLUDED IN REPORT
 
 
 
 
 
 
Page
 
Item 1.
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.


FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf. Certain statements contained in this quarterly report, including those within the forward-looking perspective section within this Management's Discussion and Analysis, and other written and oral statements made from time to time by us or on our behalf do not relate strictly to historical or current facts and may contain forward-looking statements that reflect our current views with respect to future events and financial performance. As such, they are considered “forward-looking statements” which provide current expectations or forecasts of future events. Such statements can be identified by the use of terminology such as “may,” “could,” “will,” “should,” “possible,” “plan,” “predict,” “forecast,” “potential,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,” “may impact,” “on track,” and similar words or expressions. Our forward-looking statements generally relate to our growth strategies, financial results, product development, and sales efforts. These forward-looking statements should be considered with the understanding that such statements involve a variety of risks and uncertainties, known and unknown, and may be affected by inaccurate assumptions. Consequently, no forward-looking statement can be guaranteed and actual results may vary materially.
This document contains forward-looking statements about Whirlpool Corporation and its consolidated subsidiaries (“Whirlpool”) that speak only as of this date. Whirlpool disclaims any obligation to update these statements. Forward-looking statements in this document may include, but are not limited to, statements regarding expected earnings per share, cash flow, productivity and material and oil-related prices. Many risks, contingencies and uncertainties could cause actual results to differ materially from Whirlpool's forward-looking statements. Among these factors are: (1) intense competition in the home appliance industry reflecting the impact of both new and established global competitors, including Asian and European manufacturers; (2) Whirlpool's ability to continue its relationship with significant trade customers and the ability of these trade customers to maintain or increase market share; (3) changes in economic conditions which affect demand for our products, including the strength of the building industry and the level of interest rates; (4) inventory and other asset risk; (5) global, political and/or economic uncertainty and disruptions, especially in Whirlpool's significant geographic regions, including uncertainty and disruptions arising from natural disasters or terrorist attacks; (6) impact of the European debt crisis; (7) the ability of Whirlpool to achieve its business plans, productivity improvements, cost control, price increases, leveraging of its global operating platform, and acceleration of the rate of innovation; (8) fluctuations in the cost of key materials (including steel, oil, plastic, resins, copper and aluminum) and components and the ability of Whirlpool to offset cost increases; (9) litigation and legal compliance risk and costs, especially costs which may be materially different from the amount we expect to incur or have accrued for; (10) product liability and product recall costs; (11) the effects and costs of governmental investigations or related actions by third parties; (12) Whirlpool's ability to obtain and protect intellectual property rights; (13) the ability of suppliers of critical parts, components and manufacturing equipment to deliver sufficient quantities to Whirlpool in a timely and cost-effective manner; (14) health care cost trends, regulatory changes and variations between results and estimates that could increase future funding obligations for pension and post retirement benefit plans; (15) information technology system failures and data security breaches; (16) the impact of labor relations; (17) our ability to attract, develop and retain executives and other qualified employees; (18) changes in the legal and regulatory environment including environmental and health and safety regulations; and (19) the ability of Whirlpool to manage foreign currency fluctuations.
We undertake no obligation to update any forward-looking statement, and investors are advised to review disclosures in our filings with the Securities and Exchange Commission. It is not possible to foresee or identify all factors that could cause actual results to differ from expected or historic results. Therefore, investors should not consider the foregoing factors to be an exhaustive statement of all risks, uncertainties, or factors that could potentially cause actual results to differ from forward-looking statements. Additional information concerning these and other factors can be found in “Risk Factors” in Item 1A of this report.
Unless otherwise indicated, the terms “Whirlpool,” “we,” “us,” and “our” refer to Whirlpool Corporation and its consolidated subsidiaries.


2

PART I.
FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
WHIRLPOOL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
FOR THE PERIOD ENDED SEPTEMBER 30
(Millions of dollars, except per share data)
 


Three Months Ended

Nine Months Ended

2012

2011

2012

2011
Net sales
$
4,495


$
4,625


$
13,355


$
13,755

Expenses







Cost of products sold
3,791


4,052


11,271


11,891

Gross margin
704


573


2,084


1,864

Selling, general and administrative
420


394


1,272


1,199

Intangible amortization
8


7


23


21

Restructuring costs
62


36


175


58

Operating profit
214


136


614


586

Other income (expense)







Interest and sundry income (expense)
(39
)

(27
)

(80
)

(584
)
Interest expense
(48
)

(51
)

(150
)

(160
)
Earnings (loss) before income taxes
127


58


384


(158
)
Income tax expense (benefit)
47


(123
)

87


(353
)
Net earnings
80


181


297


195

Less: Net earnings available to noncontrolling interests
6


4


18


10

Net earnings available to Whirlpool
$
74


$
177


$
279


$
185

Per share of common stock







Basic net earnings available to Whirlpool
$
0.95


$
2.31


$
3.58


$
2.41

Diluted net earnings available to Whirlpool
$
0.94


$
2.27


$
3.53


$
2.37

Dividends
$
0.50


$
0.50


$
1.50


$
1.43

Weighted-average shares outstanding (in millions)







Basic
78.3


76.9


77.9


76.8

Diluted
79.3


78.1


79.0


78.1

Comprehensive income (loss)
$
135


$
(129
)

$
202


$
95


The accompanying notes are an integral part of these Consolidated Financial Statements


3

WHIRLPOOL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Millions of dollars, except share data)
 

(Unaudited)



September 30,
2012

December 31,
2011
Assets



Current assets



Cash and equivalents
$
518


$
1,109

Accounts receivable, net of allowance of $66 and $61, respectively
2,266


2,105

Inventories
2,598


2,354

Deferred income taxes
508


248

Prepaid and other current assets
714


606

Total current assets
6,604


6,422

Property, net of accumulated depreciation of $6,092 and $6,146, respectively
2,947


3,102

Goodwill
1,728


1,727

Other intangibles, net of accumulated amortization of $203 and $177, respectively
1,732


1,757

Deferred income taxes
1,716


1,893

Other noncurrent assets
245


280

Total assets
$
14,972


$
15,181

Liabilities and stockholders’ equity



Current liabilities



Accounts payable
$
3,588


$
3,512

Accrued expenses
681


951

Accrued advertising and promotions
416


429

Employee compensation
450


365

Notes payable
20


1

Current maturities of long-term debt
510


361

Other current liabilities
695


678

Total current liabilities
6,360


6,297

Noncurrent liabilities



Long-term debt
1,920


2,129

Pension benefits
1,309


1,487

Postretirement benefits
408


430

Other noncurrent liabilities
534


558

Total noncurrent liabilities
4,171


4,604

Stockholders’ equity



Common stock, $1 par value, 250 million shares authorized, 107 million and 106 million shares issued and 78 million and 76 million shares outstanding, respectively
107


106

Additional paid-in capital
2,242


2,201

Retained earnings
5,083


4,922

Accumulated other comprehensive loss
(1,318
)

(1,226
)
Treasury stock, 29 million and 30 million shares, respectively
(1,781
)

(1,822
)
Total Whirlpool stockholders’ equity
4,333


4,181

Noncontrolling interests
108


99

Total stockholders’ equity
4,441


4,280

Total liabilities and stockholders’ equity
$
14,972


$
15,181


The accompanying notes are an integral part of these Consolidated Financial Statements


4

WHIRLPOOL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30
(Millions of dollars)
 

2012

2011
Operating activities



Net earnings
$
297


$
195

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



Depreciation and amortization
425


422

Settlement of Brazilian collection dispute
(275
)

144

Curtailment gain
(52
)

—

Changes in assets and liabilities:



Accounts receivable
(188
)

(64
)
Inventories
(260
)

(171
)
Accounts payable
134


4

Accrued advertising and promotions
(15
)

(80
)
Product recall
—


(14
)
Taxes deferred and payable, net
(63
)

(476
)
Accrued pension and postretirement benefits
(213
)

(298
)
Employee compensation
160


(83
)
Other
(111
)

79

Cash used in operating activities
(161
)

(342
)
Investing activities



Capital expenditures
(276
)

(417
)
Proceeds from sale of assets
2


20

Investment in related businesses
—


(7
)
Other
—


(4
)
Cash used in investing activities
(274
)

(408
)
Financing activities



Proceeds from borrowings of long-term debt
300


300

Repayments of long-term debt
(359
)

(310
)
Dividends paid
(116
)

(110
)
Net proceeds from short-term borrowings
19


14

Common stock issued
14


14

Other
(19
)

(12
)
Cash used in financing activities
(161
)

(104
)
Effect of exchange rate changes on cash and equivalents
5


(3
)
Decrease in cash and equivalents
(591
)

(857
)
Cash and equivalents at beginning of period
1,109


1,368

Cash and equivalents at end of period
$
518


$
511


The accompanying notes are an integral part of these Consolidated Financial Statements


5

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(1)BASIS OF PRESENTATION
General Information
The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, 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 the Financial Supplement of our Form 10-K for the year ended December 31, 2011.
Management believes that the accompanying Consolidated 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 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") in which we are considered to have a controlling financial interest. We did not control any company in which we had an ownership interest of 50% or less for any period presented in our Consolidated Financial Statements.
Certain prior year amounts in the Consolidated Financial Statements have been reclassified to conform with current year presentation.
New Accounting Pronouncements
On January 1, 2012, we adopted the provisions of an amendment to Accounting Standards Codification ("ASC") 220, “Comprehensive Income.” This amendment requires companies to present, in annual statements, the components of net income and other comprehensive income either as one continuous statement or as two consecutive statements. It eliminated the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity. In addition, in December 2011, the FASB issued an amendment to this accounting standard which defers the requirement to present components of reclassifications of other comprehensive income on the face of the income statement. The amendments affect only the display of information and do not change existing recognition and measurement requirements in our Consolidated Financial Statements.
In July 2012, the Financial Accounting Standards Board ("FASB") amended ASC 350, "Intangibles - Goodwill and Other." Under the amendment, an entity may assess qualitative factors to determine if it is more likely than not that the fair value of indefinite-lived intangible assets are less than their carrying amount. If that assessment indicates no impairment, the quantitative impairment test is not required. The amendment is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. We elected to early adopt the provisions of this amendment during the third quarter 2012, which did not impact our Consolidated Financial Statements.
On July 1, 2011, we adopted the provisions of an amendment to ASC 310 “Receivables." This amendment provides guidance for determining whether a restructuring of a debt constitutes a troubled debt restructuring ("TDR"). This amendment requires that a restructuring be classified as a TDR when it is both a concession and the debtor is experiencing financial difficulties. Additionally, the amendment clarifies the guidance on a creditor's evaluation of whether it has granted a concession. This amendment did not have a material impact on our Consolidated Financial Statements.
Issued but not yet effective accounting pronouncements are not expected to have a material impact on our Consolidated Financial Statements.
(2)GOODWILL AND OTHER INTANGIBLES
During the third quarter of 2012, the Company voluntarily changed the date of its annual goodwill and other indefinite-lived intangible asset impairment test from November 30 to October 1. The Company determined that this change is preferable under the circumstances as the timing better aligns with the Company's annual and long-term business planning cycle and financial reporting process. The voluntary change in accounting principle was not made to delay, accelerate or avoid an impairment charge. This change was not applied retrospectively as it was impracticable to do so because retrospective application would require the application of significant estimates and assumptions with the use of hindsight. Accordingly, the change will be applied prospectively.


6

(3)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 that market participants would use in pricing an asset or liability. 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 September 30, 2012 and December 31, 2011.
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.
Assets and liabilities measured at fair value on a recurring basis at September 30, 2012 and December 31, 2011 are in the following table. During the nine months ended September 30, 2012, we recognized a $7 million other than temporary impairment of a European available for sale investment within interest and sundry income (expense).
 
 
 
 
 
 
Fair Value
 
 
Total Cost Basis
 
Level 1
 
Level 2
 
Total
 Millions of dollars
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
Money market funds (1)
 
$
—

 
$
340

 
$
—

 
$
340

 
$
—

 
$
—

 
$
—

 
$
340

Net derivative contracts
 
—

 
—

 
—

 
—

 
(36
)
 
(57
)
 
(36
)
 
(57
)
Available for sale investments
 
15

 
21

 
14

 
15

 
—

 
—

 
14

 
15

(1) 
Money market funds are primarily comprised of government obligations.
On July 11, 2012, we announced that we have entered into a Master Agreement on the Restructuring (the "Agreement") of Alno AG, one of Germany's leading kitchen manufacturers and a longstanding Whirlpool customer in Europe. Shareholders approved the Agreement in August 2012, which provides a framework to strengthen Alno's equity base and reduce its long-term debt, through the issuance of 44 million additional shares at a per share price of Euro 1.05, which will be used to retire substantially all of its bank debt. We have agreed to subscribe for all shares for which we are entitled and have also agreed to acquire any additional unsubscribed shares as may be necessary to yield minimum gross proceeds to Alno of Euro 46.2 million. We agreed to retroactively extend payment terms in favor of Alno during the second quarter 2012. As of September 30, 2012, we had $106 million of trade and other receivables outstanding. We expect the restructuring actions contemplated by the Agreement will be completed by the end of the fourth quarter of 2012. On a pre-restructuring basis, Whirlpool owns approximately 18.25% of Alno's ordinary shares. Once the restructuring is completed, we could own, indirectly through one or more subsidiaries, more than 50% of Alno's ordinary share capital.
Other Fair Value Measurements
The fair value of long-term debt (including current maturities) was $2,638 million and $2,670 million at September 30, 2012 and December 31, 2011, respectively, and was estimated using discounted cash flow analysis based on incremental borrowing rates for similar types of borrowing arrangements.
(4)INVENTORIES
The following table summarizes our inventory for the periods presented:
Millions of dollars
 
September 30,
2012
 
December 31,
2011
Finished products
 
$
2,180

 
$
2,016

Raw materials and work in process
 
613

 
541

 
 
2,793

 
2,557

Less: excess of FIFO cost over LIFO cost
 
(195
)
 
(203
)
Total inventories
 
$
2,598


$
2,354

LIFO inventories represented 41% of total inventories at September 30, 2012 and December 31, 2011.


7

(5)PROPERTY 
The following table summarizes our property, plant and equipment as of September 30, 2012 and December 31, 2011:
Millions of dollars
 
September 30,
2012
 
December 31,
2011
Land
 
$
74

 
$
76

Buildings
 
1,220

 
1,208

Machinery and equipment
 
7,745

 
7,964

Accumulated depreciation
 
(6,092
)
 
(6,146
)
Property, plant and equipment, net
 
$
2,947

 
$
3,102

During the nine months ended September 30, 2012, we retired $211 million of fully depreciated machinery and equipment no longer in use. The retirement had no impact to net earnings available to Whirlpool.
(6)    FINANCING ARRANGEMENTS
On May 1, 2012, $350 million of 8.00% notes matured and were repaid. On June 1, 2012, we completed a debt offering of $300 million principal amount of 4.70% notes due June 1, 2022 (the “2022 Notes”). The 2022 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 2022 Notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest. The 2022 Notes are registered under the Securities Act of 1933, as amended, pursuant to our Registration Statement on Form S-3 (File No. 333-181339) filed with the Securities and Exchange Commission on May 11, 2012.
(7)    COMMITMENTS AND CONTINGENCIES
Embraco Antitrust Matters
Beginning in February 2009, our compressor business headquartered in Brazil ("Embraco") was notified of investigations of the global compressor industry by government authorities in various jurisdictions. In 2011, Embraco sales represented approximately 8% of our global net sales.
Government authorities in Brazil, Europe, the United States, and other jurisdictions have entered into agreements with Embraco and concluded their investigations. In connection with these agreements, Embraco has acknowledged violations of antitrust law with respect to the sale of compressors at various times from 2004 through 2007 and agreed to pay fines or settlement payments.
Since the government investigations commenced in February 2009, Embraco has been named as a defendant in related antitrust lawsuits in various jurisdictions seeking damages in connection with the pricing of compressors from 1996 to 2009. Several other compressor manufacturers who are the subject of the government investigations have also been named as defendants in the litigation. United States federal lawsuits instituted on behalf of purported purchasers and containing class action allegations have been combined in one proceeding in the United States District Court for the Eastern District of Michigan. Lawsuits containing class action allegations are also pending in Canada. Additional lawsuits may be filed by purported purchasers.
In connection with these agreements and other Embraco antitrust matters, we have incurred, in the aggregate, charges of approximately $339 million, including fines, defense costs and other expenses. These charges have been recorded within interest and sundry income (expense). At September 30, 2012, $119 million remains accrued, with installment payments of $93 million, plus interest, remaining to be made to government authorities at various times through 2015.
We continue to work toward resolution of ongoing government investigations in other jurisdictions, to defend the related antitrust lawsuits and to take other actions 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 position, liquidity, or results of operations.


8

Brazilian Collection Dispute
We reached an agreement on June 22, 2011 to settle all claims arising from our long-standing dispute in Brazil with Banco Safra S.A. Such settlement was subsequently approved by a Brazilian court on July 8, 2011. Pursuant to the settlement, our subsidiary agreed to pay Banco Safra S.A. 959 million Brazilian reais, in two installments, the first of 469 million reais (equivalent to $301 million) was made during July 2011, and the second of 490 million reais (equivalent to $275 million) was made during January 2012.
Other Litigation
We are currently defending against numerous class action lawsuits in various jurisdictions in the United States and Canada relating to certain of our front load washing machines. The complaints in these lawsuits generally allege violations of state consumer fraud acts, unjust enrichment, and breach of warranty. The complaints generally seek unspecified compensatory, consequential and punitive damages. We believe these suits are without merit and intend to vigorously defend them. At this point, the Company cannot reasonably estimate a possible range of loss, if any.
In addition, we are currently defending a number of other class action suits in federal and state courts related to the manufacturing and sale of our products and alleging claims which include breach of contract, breach of warranty, product defect, fraud, violation of federal and state consumer protection acts and negligence. We are also involved in various other legal actions arising in the normal course of business. 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 discussed, and after taking into account current litigation reserves, that the outcome of these matters currently pending against Whirlpool should not have a material adverse effect, if any, on our Consolidated Financial Statements.
Product Warranty and Recall Reserves
Product warranty and recall reserves are included in other current and other noncurrent liabilities in our Consolidated Balance Sheets. The following table summarizes the changes in total product warranty and recall reserves for the periods presented:
Millions of dollars
 
2012
 
2011
Balance at January 1
 
$
191

 
$
217

Issuances/accruals during the period
 
233

 
248

Settlements made during the period
 
(241
)
 
(256
)
Other changes
 
—

 
(21
)
Balance at September 30
 
$
183

 
$
188

Current portion
 
$
150

 
$
148

Non-current portion
 
33

 
40

Total
 
$
183

 
$
188

We regularly engage in investigations of potential quality and safety issues as part of our ongoing effort to deliver quality products to customers. We are currently investigating a limited number of potential quality and safety issues. 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.
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 September 30, 2012 and December 31, 2011, the guaranteed amounts totaled $346 million and $467 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 amount of credit facilities available under these lines for consolidated subsidiaries totaled $1.3 billion at September 30, 2012 and $1.2 billion at December 31, 2011. Our total outstanding bank indebtedness under guarantees at September 30, 2012 and December 31, 2011 were nominal.


9

On May 16, 2008, we guaranteed a $50 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 fair value of the guarantee was nominal. 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.
We sell banker's acceptance drafts to financial institutions as a standard business practice in The People's Republic of China (PRC). These drafts have certain recourse provisions afforded to transferees explicitly and under PRC laws. If a transferee were to exercise its available recourse rights, our subsidiaries in the PRC would be required to satisfy the obligation with the transferee and the draft would revert back to the subsidiary. At September 30, 2012 and December 31, 2011 the outstanding drafts transferred and outstanding totaled $16 million and $47 million, respectively. Transferees have not exercised their recourse rights against our subsidiaries during 2012 or 2011.
(8)    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. For a derivative instrument designated as a fair value hedge, the gain or loss on the derivative is recognized in earnings in the period of change in fair value together with the offsetting gain or loss on the hedged item. For a derivative instrument designated as a cash flow hedge, the effective portion of the derivative’s gain or loss is initially reported as a component of Other Comprehensive Income (“OCI”) and is subsequently recognized in earnings when the hedged exposure affects earnings. 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 other 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. 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, inventory 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 the economic hedge, we do not elect hedge accounting.
Commodity price risk
We enter into forward 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.


10

Interest rate risk
We may enter into interest rate derivatives, including rate swaps and rate locks, 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 of our 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. 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.
The following table summarizes our outstanding derivative contracts and their effects on our Consolidated Balance Sheets at September 30, 2012 and December 31, 2011:
 
 
 
 
Fair Value of
 
Type 
of Hedge (1)
 
 
Millions of dollars
 
Notional Amount
 
Hedge Assets
 
Hedge Liabilities
 
Maximum Term (Months)
 
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
 
 
 
2012
 
2011
Derivatives accounted for as hedges
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange forwards/options
 
$
1,227

 
$
862

 
$
6

 
$
24

 
$
24

 
$
19

 
(CF/FV)
 
18
 
18
Commodity swaps/options
 
379

 
316

 
22

 
9

 
7

 
28

 
(CF/FV)
 
27
 
36
Interest rate derivatives
 
—

 
250

 
—

 
—

 
—

 
5

 
(CF)
 
—
 
6
Total derivatives accounted for as hedges
 
 
 
$
28

 
$
33

 
$
31

 
$
52

 
 
 
 
 
 
Derivatives not accounted for as hedges
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange forwards/options
 
$
1,599

 
$
1,261

 
$
9

 
$
6

 
$
42

 
$
43

 
 
 
11
 
3
Commodity swaps/options
 
7

 
3

 
—

 
—

 
—

 
1

 
 
 
15
 
11
Total derivatives not accounted for as hedges
 
 
 
9

 
6

 
42

 
44

 
 
 
 
 
 
Total derivatives
 
 
 
 
 
$
37

 
$
39

 
$
73

 
$
96

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Current
 
 
 
 
 
$
29

 
$
36

 
$
71

 
$
91

 
 
 
 
 
 
Noncurrent
 
 
 
 
 
8

 
3

 
2

 
5

 
 
 
 
 
 
Total derivatives
 
 
 
 
 
$
37

 
$
39

 
$
73

 
$
96

 
 
 
 
 
 
(1)
Derivatives accounted for as hedges are either considered cash flow (CF) or fair value (FV) hedges.
The following tables summarize the effects of derivative instruments on our Consolidated Statements of Comprehensive Income for the three and nine months ended as follows:
 
 
Three Months Ended September 30,
 
 
Cash Flow Hedges - Millions of dollars
 
Gain (Loss)
Recognized in OCI
(Effective Portion) (1)
 
Gain (Loss)
Reclassified from
OCI into Earnings
(Effective Portion) (2)
 
 
 
 
2012
 
2011
 
2012
 
2011
 
 
Foreign exchange forwards/options
 
$
(22
)
 
$
26

 
$
(4
)
 
$
(5
)
 
(a)(b)
Commodity swaps/options
 
35

 
(60
)
 
(4
)
 
22

 
(b)
Interest rate derivatives
 
—

 
—

 
—

 
—

 
(a)
 
 
$
13

 
$
(34
)
 
$
(8
)
 
$
17

 
 
 
 
 
 
Three Months Ended September 30,
 
Fair Value Hedges - Millions of dollars
 
Hedged Item
 
Gain (Loss)
Recognized
on Derivatives (3)
 
Gain (Loss) Recognized
on Related
Hedged Items (3)
 
 
 
 
 
2012
 
2011
 
2012
 
2011
 
Foreign exchange forwards/options
 
Non-functional
currency assets and liabilities
 
$
(3
)
 
$
6

 
$
3

 
$
(6
)
 


11

 
 
Three Months Ended September 30,
 
Derivatives not Accounted for as Hedges - Millions of dollars
 
Gain (Loss) Recognized on Derivatives not
Accounted for as Hedges (4)
 
 
 
2012
 
2011
 
Foreign exchange forwards/options
 
$
(2
)
 
$
(45
)
 
Commodity swaps
 
—

 
(1
)
 
 
 
$
(2
)
 
$
(46
)
 
 
 
Nine Months Ended September 30,
 
 
Cash Flow Hedges - Millions of dollars
 
Gain (Loss)
Recognized in OCI
(Effective Portion) (1)
 
Gain (Loss)
Reclassified from
OCI into Earnings
(Effective Portion) (2)
 
 
 
 
2012
 
2011
 
2012
 
2011
 
 
Foreign exchange forwards/options
 
$
(30
)
 
$
15

 
$
(11
)
 
$
(16
)
 
(a)(b)
Commodity swaps/options
 
25

 
(56
)
 
(8
)
 
85

 
(b)
Interest rate derivatives
 
(7
)
 
—

 
—

 
—

 
(c)
 
 
$
(12
)
 
$
(41
)
 
$
(19
)
 
$
69

 
 
 
 
 

Nine Months Ended September 30,
 
Fair Value Hedges - Millions of dollars
 
Hedged Item
 
Gain (Loss)
Recognized
on Derivatives (3)
 
Gain (Loss) Recognized
on Related
Hedged Items (3)
 
 
 
 
 
2012
 
2011
 
2012
 
2011
 
Foreign exchange forwards/options
 
Non-functional
currency assets and liabilities
 
$
(4
)
 
$
7

 
$
4

 
$
(7
)
 
 
 
Nine Months Ended September 30,
 
Derivatives not Accounted for as Hedges - Millions of dollars
 
Gain (Loss) Recognized on Derivatives not
Accounted for as Hedges (4)
 
 
 
2012
 
2011
 
Foreign exchange forwards/options
 
$
(24
)
 
$
(1
)
 
Commodity swaps
 
—

 
(1
)
 
 
 
$
(24
)
 
$
(2
)
 
(1) Gains and losses recognized in OCI are included within total comprehensive income.
(2) Gains and losses reclassified from accumulated OCI and recognized in earnings are recorded in (a) interest and sundry income (expense), (b) cost of products sold or (c) interest expense.
(3) Gains and losses recognized in earnings are recorded in interest and sundry income (expense).
(4) Mark to market gains and losses recognized in earnings 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 during 2012 and 2011. 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 loss of $8 million at September 30, 2012. 



12

(9)    STOCKHOLDERS’ EQUITY
Comprehensive Income and Stockholders’ Equity
The following table summarizes our comprehensive income for the periods presented:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
Millions of dollars
 
2012
 
2011
 
2012
 
2011
Net earnings as reported
 
$
80

 
$
181

 
$
297

 
$
195

Currency translation adjustments – net
 
42

 
(269
)
 
(73
)
 
(95
)
Cash flow hedges – net
 
14

 
(35
)
 
5

 
(77
)
Pension and other postretirement benefits plans – net
 
(4
)
 
(3
)
 
(32
)
 
82

Available for sale securities
 
3

 
(3
)
 
5

 
(10
)
Comprehensive income (loss)
 
135

 
(129
)

202


95

Less: Comprehensive income (loss) available to noncontrolling interests
 
3

 
(3
)
 
15

 
7

Comprehensive income (loss) available to Whirlpool
 
$
132


$
(126
)

$
187


$
88

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, 2011
 
$
4,280

 
$
4,181

 
$
99

Net earnings
 
297

 
279

 
18

Other comprehensive income (loss)
 
(95
)
 
(92
)
 
(3
)
Comprehensive income
 
202

 
187

 
15

Common stock
 
1

 
1

 
—

Treasury stock
 
41

 
41

 
—

Additional paid-in capital
 
41

 
41

 
—

Dividends declared on common stock
 
(124
)
 
(118
)
 
(6
)
Stockholders’ equity, September 30, 2012
 
$
4,441

 
$
4,333

 
$
108

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 September 30,
 
Nine Months Ended September 30,
Millions of dollars and shares
 
2012

2011
 
2012

2011
Numerator for basic and diluted earnings per share – net earnings available to Whirlpool
 
$
74

 
$
177

 
$
279

 
$
185

Denominator for basic earnings per share – weighted-average shares
 
78.3

 
76.9

 
77.9

 
76.8

Effect of dilutive securities – stock-based compensation
 
1.0

 
1.2

 
1.1

 
1.3

Denominator for diluted earnings per share – adjusted weighted-average shares
 
79.3

 
78.1

 
79.0

 
78.1

Anti-dilutive stock options/awards excluded from earnings per share
 
2.7

 
2.5

 
2.8

 
2.1




13

(10)    RESTRUCTURING CHARGES
During the fourth quarter 2011, the Company committed to restructuring plans (the "2011 Plan") to expand our operating margins and improve our earnings through substantial cost and capacity reductions, primarily within our North America and EMEA operating segments.
The 2011 Plan includes the following actions:
•
Overall workforce reduction of more than 5,000 positions, including approximately 1,200 salaried positions.
•
Closure of a refrigeration manufacturing facility in the United States in 2012.
•
Cease laundry production in a European manufacturing facility by 2013.
•
Ceased dishwasher production in a European manufacturing facility in January 2012.
•
Additional organizational efficiency actions in North America and EMEA.

Combined within the 2011 Plan are previously announced restructuring initiatives and the financial restructuring related to matters disclosed in Note 3. We expect to incur approximately $500 million of total costs related to the combined plans with completion expected by the end of 2013. The following table summarizes the change in our restructuring liability, cumulative charges recognized and total expected charges for the combined plans for the nine months ended September 30, 2012.


Millions of dollars
12/31/2011
Charge to Earnings
Cash Paid
Non-cash and Other
Revision of Estimate
9/30/2012
 
Cumulative Charges 1
Expected Total Charges
Employee termination costs
$
62

$
60

$
(64
)
$
—

$
—

$
58

 
$
117

$
270

Asset impairment costs
—

65

—

(65
)
—

—

 
77

95

Facility exit costs
9

23

(18
)
(7
)
(1
)
6

 
31

85

Other exit costs
7

27

(24
)
—

—

10

 
28

50

Total
$
78

$
175

$
(106
)
$
(72
)
$
(1
)
$
74

 
$
253

$
500

The following table summarizes restructuring charges for the combined plans, by operating segment, as of September 30, 2012.
Millions of dollars
 
2012 Charges
Cumulative Charges 1
Expected Total Charges
North America
 
$
111

$
164

$
331

Latin America
 
—

2

6

EMEA
 
58

79

151

Asia
 
5

6

8

Corporate / Other
 
1

2

4

Total
 
$
175

$
253

$
500

1 Cumulative charges exclude $22 million of employee termination costs and $17 million of facility and other exit costs related to previous restructuring plans that were transferred into the 2011 plan during 2011.
(11)    INCOME TAXES
The income tax expense for the three and nine months ended September 30, 2012 was $47 million and $87 million compared to a income tax benefit of $123 million and $353 million for the three and nine months ended September 30, 2011. The following table summarizes the difference between income tax expense at the United States statutory rate of 35% and the income tax expense (benefit) at effective worldwide tax rates for the periods presented:


Three Months Ended September 30,

Nine Months Ended September 30,
Millions of dollars

2012

2011

2012

2011
Earnings (loss) before income taxes

$
127


$
58


$
384


$
(158
)
Income tax expense computed at United States statutory tax rate

$
44


$
20


$
134


$
(55
)
U.S. government tax incentive - Energy Tax Credits

—


(122
)

—


(255
)
Valuation allowance release

—


—


(55
)

—

Foreign government tax incentive - BEFIEX

(4
)

(28
)

(11
)

(66
)
Other

7


7


19


23

Income tax expense (benefit) computed at effective worldwide tax rates

$
47


$
(123
)

$
87


$
(353
)


14

Over the next twelve months it is reasonably possible that we will settle unrecognized tax benefits totaling approximately $65 million associated with certain tax examinations and other events.
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.

(12)    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 September 30,
 
 
United States
Pension Benefits
 
Foreign Pension
Benefits
 
Other Postretirement
Benefits
Millions of dollars
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
Service cost
 
$
1

 
$
—

 
$
2

 
$
2

 
$
2

 
$
2

Interest cost
 
45

 
48

 
6

 
5

 
5

 
7

Expected return on plan assets
 
(48
)
 
(48
)
 
(3
)
 
(3
)
 
—

 
—

Amortization:
 
 
 
 
 
 
 
 
 
 
 
 
Actuarial loss
 
11

 
8

 
1

 
1

 
—

 
—

Prior service credit
 
(1
)
 
(1
)
 
—

 
—

 
(11
)
 
(12
)
Settlement and curtailment (gain) loss
 
1

 
—

 
1

 
—

 
(3
)
 
—

Net periodic benefit cost (credit)
 
$
9

 
$
7

 
$
7

 
$
5

 
$
(7
)
 
$
(3
)
 
 
Nine Months Ended September 30,
 
 
United States
Pension Benefits
 
Foreign Pension
Benefits
 
Other Postretirement
Benefits
Millions of dollars
 
2012
 
2011
 
2012
 
2011
 
2012
 
2011
Service cost
 
$
2

 
$
—

 
$
5

 
$
6

 
$
5

 
$
6

Interest cost
 
134

 
144

 
15

 
15

 
16

 
24

Expected return on plan assets
 
(145
)
 
(144
)
 
(8
)
 
(9
)
 
—

 
—

Amortization:
 
 
 
 
 
 
 
 
 
 
 
 
Actuarial loss
 
34

 
24

 
3

 
3

 
—

 
—

Prior service credit
 
(3
)
 
(3
)
 
—

 
—

 
(34
)
 
(30
)
Settlement and curtailment (gain) loss
 
5

 
—

 
1

 
—

 
(52
)
 
—

Net periodic benefit cost (credit)
 
$
27

 
$
21

 
$
16

 
$
15

 
$
(65
)
 
$
—

During the second quarter 2012, we recognized approximately $49 million in curtailment gains, which were primarily related to the closure of our Fort Smith, Arkansas facility, which was previously announced in October 2011. These curtailment gains are recognized as employees terminate and are included in cost of products sold with an offset in other comprehensive income, net of tax.
We now expect to contribute up to $200 million to our pension plans during 2012, as a result of funding relief provided through the Surface Transportation Extension Act of 2012, which lowered contributions to our United States pension plans by approximately $50 million.
(13)    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.


15

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 evaluates performance based upon each segment’s operating profit (loss). Intersegment sales are eliminated within each region except compressor sales out of Latin America, which are included in Other/Eliminations. The Other/Eliminations column primarily includes corporate expenses, eliminations and restructuring expenses. Total assets by segment are those assets directly associated with the respective operating activities.
The tables below summarize performance by operating segment for the periods presented:
 
 
Three Months Ended September 30,
 
 
OPERATING SEGMENTS

Millions of dollars
 
North
America
 
Latin
America
 
EMEA
 
Asia
 
Other/
Eliminations
 
Total
Whirlpool
Net sales
 
 
 
 
 
 
 
 
 
 
 
 
2012
 
$
2,424

 
$
1,206

 
$
703

 
$
201

 
$
(39
)
 
$
4,495

2011
 
2,374

 
1,207

 
874

 
215

 
(45
)
 
4,625

Intersegment sales
 
 
 
 
 
 
 
 
 
 
 
 
2012
 
$
58

 
$
44

 
$
14

 
$
69

 
$
(185
)
 
$
—

2011
 
48

 
52

 
37

 
62

 
(199
)
 
—

Depreciation and amortization
 
 
 
 
 
 
 
 
 
 
 
 
2012
 
$
65

 
$
23

 
$
21

 
$
5

 
$
14

 
$
128

2011
 
65

 
25

 
26

 
5

 
15

 
136

Operating profit (loss)
 
 
 
 
 
 
 
 
 
 
 
 
2012
 
$
227

 
$
118

 
$
(35
)
 
$
7

 
$
(103
)
 
$
214

2011
 
62

 
147

 
(12
)
 
4

 
(65
)
 
136

Total assets
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2012
 
$
7,892

 
$
3,669

 
$
2,630

 
$
851

 
$
(70
)
 
$
14,972

December 31, 2011
 
7,894

 
3,620

 
2,839

 
797

 
31

 
15,181

Capital expenditures
 
 
 
 
 
 
 
 
 
 
 
 
2012
 
$
45

 
$
22

 
$
15

 
$
3

 
$
4

 
$
89

2011
 
77

 
39

 
23

 
5

 
14

 
158

 
 
Nine Months Ended September 30,
 
 
OPERATING SEGMENTS

Millions of dollars
 
North
America
 
Latin
America
 
EMEA
 
Asia
 
Other/
Eliminations
 
Total
Whirlpool
Net sales
 
 
 
 
 
 
 
 
 
 
 
 
2012
 
$
7,128

 
$
3,619

 
$
2,083

 
$
644

 
$
(119
)
 
$
13,355

2011
 
7,002

 
3,741

 
2,458

 
680

 
(126
)
 
13,755

Intersegment sales
 
 
 
 
 
 
 
 
 
 
 
 
2012
 
$
185

 
$
130

 
$
87

 
$
183

 
$
(585
)
 
$
—

2011
 
156

 
144

 
133

 
158

 
(591
)
 
—

Depreciation and amortization
 
 
 
 
 
 
 
 
 
 
 
 
2012
 
$
195

 
$
73

 
$
71

 
$
15

 
$
71

 
$
425

2011
 
206

 
77

 
79

 
16

 
44

 
422

Operating profit (loss)
 
 
 
 
 
 
 
 
 
 
 
 
2012
 
$
613

 
$
342

 
$
(56
)
 
$
30

 
$
(315
)
 
$
614

2011
 
196

 
487

 
32

 
29

 
(158
)
 
586

Total assets
 
 
 
 
 
 
 
 
 
 
 
 
September 30, 2012
 
$
7,892

 
$
3,669

 
$
2,630

 
$
851

 
$
(70
)
 
$
14,972

December 31, 2011
 
7,894

 
3,620

 
2,839

 
797

 
31

 
15,181

Capital expenditures
 
 
 
 
 
 
 
 
 
 
 
 
2012
 
$
142

 
$
57

 
$
43

 
$
16

 
$
18

 
$
276

2011
 
222

 
81

 
55

 
14

 
45

 
417



16

ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ABOUT WHIRLPOOL
Whirlpool Corporation (“Whirlpool”) is the world’s leading manufacturer of major home appliances with revenues of approximately $19 billion and net earnings available to Whirlpool of $390 million in 2011. We are a leading producer of major home appliances in North America and Latin America and have a significant presence in markets throughout Europe and in India. We have received worldwide recognition for accomplishments in a variety of business and social efforts, including leadership, diversity, innovative product design, business ethics, social responsibility and community involvement. We conduct our business through four reportable segments, which we define based on geography. Our reportable segments consist of North America, Latin America, EMEA (Europe, Middle East and Africa) and Asia. Our customer base includes large, sophisticated trade customers who have many choices and demand competitive products, services and prices.
We monitor country-specific economic factors such as gross domestic product, unemployment, consumer confidence, retail trends, housing starts and completions, sales of existing homes and mortgage interest rates as key indicators of industry demand. In addition to profitability, we also focus on country, brand, product and channel sales when assessing and forecasting financial results.
Our leading portfolio of consumer brands includes: Whirlpool, Maytag, KitchenAid, Brastemp and Consul, each of which have annual revenues in excess of $1 billion. Our global branded consumer products strategy is to introduce innovative new products, increase brand customer loyalty, expand our presence in foreign markets, enhance our trade management platform, improve total cost and quality by expanding and leveraging our global operating platform and, where appropriate, make strategic acquisitions and investments.
As we grow revenues in our core products, our strategy is to extend our business by offering products and services that are dependent on and related to our core business and expand into adjacent products, such as Gladiator GarageWorks, through stand-alone businesses that leverage our core competencies and business infrastructure.
RESULTS OF OPERATIONS
The following table summarizes the consolidated results of operations for the periods presented:
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
Consolidated - Millions of dollars, except per share data
 
2012

2011
 
Change        
 
2012

2011
 
Change        
Net sales
 
$
4,495

 
$
4,625

 
(2.8
)%
 
$
13,355

 
$
13,755

 
(2.9
)%
Gross margin
 
704

 
573

 
22.9
 %
 
2,084

 
1,864

 
11.8
 %
Selling, general and administrative
 
420

 
394

 
(6.3
)%
 
1,272

 
1,199

 
(6.0
)%
Restructuring costs
 
62

 
36

 
(78.0
)%
 
175

 
58

 
nm

Interest and sundry income (expense)
 
(39
)
 
(27
)
 
(47.1
)%
 
(80
)
 
(584
)
 
86.3
 %
Interest expense
 
(48
)
 
(51
)
 
5.0
 %
 
(150
)
 
(160
)
 
5.8
 %
Income tax expense (benefit)
 
47

 
(123
)
 
nm

 
87

 
(353
)
 
nm

Net earnings available to Whirlpool
 
74

 
177

 
(58.2
)%
 
279

 
185

 
50.8
 %
Diluted net earnings available to Whirlpool per share
 
$
0.94

 
$
2.27

 
(58.8
)%
 
$
3.53

 
$
2.37

 
49.0
 %
nm: not meaningful


17

Consolidated Net Sales
The following tables summarize units sold and consolidated net sales by region for the periods presented:
 
 
Units Sold (in thousands)
 
 
Three Months Ended
 
Nine Months Ended
Region
 
2012
 
2011
 
Change        
 
2012
 
2011
 
Change        
North America
 
5,896

 
6,238

 
(5.5
)%
 
17,523

 
18,433

 
(4.9
)%
Latin America
 
3,087

 
2,695

 
14.5
 %
 
8,837

 
8,370

 
5.6
 %
EMEA
 
2,950

 
3,249

 
(9.2
)%
 
8,333

 
8,946

 
(6.9
)%
Asia
 
971

 
979

 
(0.8
)%
 
3,047

 
3,031

 
0.5
 %
Consolidated
 
12,904

 
13,161

 
(2.0
)%
 
37,740

 
38,780

 
(2.7
)%
 
 
Net Sales (in millions)
 
 
Three Months Ended
 
Nine Months Ended
Region
 
2012
 
2011
 
Change        
 
2012
 
2011
 
Change        
North America
 
$
2,424

 
$
2,374

 
2.1
 %
 
$
7,128

 
$
7,002

 
1.8
 %
Latin America
 
1,206

 
1,207

 
—
 %
 
3,619

 
3,741

 
(3.2
)%
EMEA
 
703

 
874

 
(19.5
)%
 
2,083

 
2,458

 
(15.2
)%
Asia
 
201

 
215

 
(6.2
)%
 
644

 
680

 
(5.3
)%
Other/eliminations
 
(39
)
 
(45
)
 
—

 
(119
)
 
(126
)
 
—

Consolidated
 
$
4,495

 
$
4,625

 
(2.8
)%
 
$
13,355