WHIRLPOOL CORP /DE/
8-K, 1997-01-21
HOUSEHOLD APPLIANCES
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<PAGE>
 
                                                                  CONFORMED COPY



                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                      __________________________________     

                                   FORM 8-K
                                CURRENT REPORT



                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934



       Date of Report (Date of earliest event reported) January 21, 1997

                             WHIRLPOOL CORPORATION
       ----------------------------------------------------------------- 
            (Exact name of registrant as specified in its charter)




                 Delaware                  1-3932         38-1490038
     -----------------------------    ---------------   -------------------
      (State or other jurisdiction    (Commision File   (I.R.S. Employer
            of incorporation)            number)        Identification No.)




    2000 M63 North,  Benton Harbor, Michigan                    49022-2692
    ---------------------------------------------------------------------- 
    (Address of principal executive officers)                   (Zip Code)
           


                                (616)-923-5000
              --------------------------------------------------
              Registrant's telephone number, including area code
<PAGE>
 
Item 5.  Other Events
         ------------

     On January 21, 1997, the registrant reported its earnings for the fourth-
quarter and full year of 1996.  The Company reported fourth-quarter net earnings
of $45 million or 60 cents per share on net revenues of $2.17 billion.

     For the entire year of 1996, the Company reported net earnings of $156
million or $2.08 per share, including a third-quarter charge related to
streamlining the Company's Asian headquarters and a North American refrigeration
operation. Without the charge, 12-month earnings were $175 million, or $2.33 per
share on net revenues of approximately $8.70 billion.


Item 7.  Financial Statements and Exhibits
         ---------------------------------

         Exhibit 1
         ---------

     Copy of a press release dated January 21, 1997 regarding the company's
earnings for the fourth quarter and full year 1996.


<PAGE>

                                   SIGNATURE

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



                                 WHIRLPOOL CORPORATION
                                 Registrant



Date: January 21, 1997        By: /s/ Daniel F. Hopp
                                 ------------------------------  
                                 Name:  Daniel F. Hopp
                                 Title: Vice President, General
                                        Counsel and Secretary





<PAGE>
                                                   Contact: 
                                                                       T.R. Reid
                                                                    616/923-3417
                                                   T.R. [email protected]



           WHIRLPOOL REPORTS IMPROVEMENT IN FOURTH-QUARTER RESULTS;
                 FULL-YEAR OPERATING RESULTS DOWN, AS EXPECTED

     BENTON HARBOR, Mich. -- Jan. 21, 1997 -- Whirlpool Corporation (NYSE:  WHR)
today said continued strong performances by its North American and Latin
American businesses and improvement in its European appliance unit produced a
sharp year-over-year increase in fourth-quarter earnings.  As anticipated, full-
year operating results were down from those for 1995.

     WHIRLPOOL'S FOURTH-QUARTER NET EARNINGS were $45 million, or 60 cents per
share, up from $18 million, or 25 cents per share, one year ago.  Revenues for
the period increased by 3 percent to $2.17 billion.

     Full-year 1996 net earnings totaled $156 million, or $2.08 per share,
including a third-quarter charge related to streamlining Whirlpool's Asian
headquarters and a North American refrigeration operation.  WITHOUT THE CHARGE,
12-MONTH EARNINGS were $175 million, or $2.33 per share, off from $209 million,
or $2.80 per share, in 1995.  Revenues reached $8.70 billion, 4 percent better
than in the prior year.

     Whirlpool Chairman and CEO David R. Whitwam said that the company last year
accomplished several significant objectives associated with its global strategy
to create long-term value.  He acknowledged that "bottom-line financial results
were disappointing," but added that profitability varied widely from region to
region.

     "The operating performances of our North American and Latin American
appliance groups in 1996 were outstanding, and we expect further solid results
from them this year," said Whitwam. "We believe that our European business is on
a trend of gradual improvement that will carry through 1997, and we anticipate
better results from Whirlpool Asia as our volumes in that important market
continue to grow."

     WHIRLPOOL NORTH AMERICA turned the cumulative effects of ongoing efficiency
gains and more favorable material costs into a 17-percent jump in quarterly
operating results.  The company is benefiting from strong consumer receptivity
to its new KitchenAid dishwashers, KitchenAid and Whirlpool built-in ovens and
Whirlpool

                                    - more -

Whirlpool                   Administrative Center, Benton Harbor, Michigan 49022
<PAGE>
 
free-standing ranges, all of which were introduced during third-quarter 1996.
In the latter category, the redesigned products from its new Tulsa, Okla.,
manufacturing division helped Whirlpool pick up market share in the second half
of the year.

     According to Whitwam, regional industry shipments were up by 5 percent in
1996, including disproportionate gains by air conditioners and microwave ovens.
Industry totals are expected to be down slightly this year primarily because
retail inventories of air conditioners remain high from last season.

     IN EUROPE, Whirlpool was profitable in the fourth quarter, extending a run
of improved performance since second-quarter 1996, but suffered a slight full-
year operating loss. While the overall economic and industry environment in
Western Europe remains weak, the company achieved product-shipment and revenue
increases on both quarterly and annual bases. For the year, strong acceptance of
several new products led Whirlpool volumes up even as the industry slipped by
almost 2 percent. Flat industry shipments are forecasted for 1997.

     TOTAL LATIN AMERICAN EARNINGS were up by 30 percent in the fourth quarter,
19 percent for the year, as Whirlpool's Brazilian affiliates contributed a third
straight quarter of markedly higher equity earnings. Whitwam said that industry
shipments in Brazil are likely to cool somewhat from last year's 20-percent
increase, but are still expected to expand at a double-digit rate in 1997. The
company anticipates that Argentina and other key Latin markets will maintain
their slow recovery from recent depressed levels.

     WHIRLPOOL ASIA reported a substantial rise in quarterly sales, although, as
planned, strategic spending in that fast-growing region resulted in fourth-
quarter and full-year operating losses.  In late 1996, the Whirlpool brand was
introduced to China in three of the four major appliance categories--microwave
ovens, washers and air conditioners--on products that feature new aesthetics and
higher levels of manufacturing and functional quality.

     Whirlpool Corporation is the world's leading manufacturer and marketer of
major home appliances.  Headquartered in Benton Harbor, the company manufactures
in 13 countries and markets products under 11 major brand names in about 140
countries.

                                      ###


<PAGE>

<TABLE> 
<CAPTION> 

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS (UNAUDITED)                                                              
WHIRLPOOL CORPORATION AND SUBSIDIARIES                                                                                  
THREE MONTHS ENDED December 31                                                   Supplemental Consolidating Data
                                                                         -----------------------------------------------
(millions of dollars except share data)         Whirlpool Corporation      Whirlpool with WFC      Whirlpool Financial
                                                    (Consolidated)         on an Equity Basis       Corporation (WFC)
                                                ----------------------   ----------------------   ----------------------
                                                   1996        1995         1996        1995         1996        1995
                                                ----------  ----------   ----------  ----------   ----------  ----------
<S>                                             <C>         <C>          <C>         <C>          <C>         <C>
REVENUES
Net sales                                         $2,126      $2,046       $2,126      $2,046        $ -         $ -
Financial services                                    39          47       -              -           59           56
                                                  ------      ------       ------      ------        ---         ----
                                                   2,165       2,093        2,126       2,046         59           56

EXPENSES
Cost of products sold                              1,644       1,591        1,644       1,591          -          -
Selling and administrative                           421         429          403         407         38           32
Financial services interest                           21          17       -               -          23           21
Intangible amortization                                8           9            8           9          -          -
Restructuring costs                                  -           -            -            -           -          -
                                                  ------      ------       ------      ------        ---         ----
                                                   2,094       2,046        2,055       2,007         61           53
                                                  ------      ------       ------      ------        ---         ----

OPERATING PROFIT                                      71          47           71          39         (2)           3

OTHER INCOME (EXPENSE)
Interest and sundry                                   (3)        (11)         (15)        (13)        12            3
Interest expense                                     (40)        (37)         (38)        (34)         -           -
                                                  ------      ------       ------      ------        ---         ----

EARNINGS BEFORE TAXES AND
    OTHER ITEMS                                       28          (1)          18          (8)        10            6

Income taxes                                          23           4           19           1          4            2
                                                  ------      ------       ------      ------        ---         ----

EARNINGS BEFORE EQUITY EARNINGS
    AND OTHER ITEMS                                    5          (5)          (1)         (9)         6            4

Equity in WFC                                        -           -              5           4          -           -
Equity in affiliated companies                        32          23           32          23          -           -
Minority interests                                     8         -              9          -          (1)          -
                                                  ------      ------       ------      ------        ---         ----


NET EARNINGS                                      $   45      $   18       $   45      $   18        $ 5         $  4
                                                  ======      ======       ======      ======        ===         ====

Per share of Common Stock:
    Net earnings                                  $ 0.60      $ 0.25
                                                  ======      ======
    Cash dividends                                $ 0.34      $ 0.34
                                                  ======      ======
</TABLE> 
See notes to consolidated condensed financial statements
<PAGE>

<TABLE> 
<CAPTION>

CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS (UNAUDITED)                                                              File: IS10Q4Y
WHIRLPOOL CORPORATION AND SUBSIDIARIES                                                                                   DLR 1/17/97
TWELVE MONTHS ENDED December 31                                                     Supplemental Consolidating Data
                                                                           --------------------------------------------------
(millions of dollars except share data)          Whirlpool Corporation       Whirlpool with WFC         Whirlpool Financial
                                                    (Consolidated)           on an Equity Basis          Corporation (WFC)
                                                -----------------------    -----------------------    -----------------------
                                                   1996         1995          1996         1995          1996         1995
                                                ----------   ----------    ----------   ----------    ----------   ----------
<S>                                             <C>          <C>           <C>          <C>           <C>          <C>
REVENUES
Net sales                                         $8,523       $8,163        $8,523       $8,163         $ -          $ -
Financial services                                   173          184            -            -           224          219
                                                  ------       ------        ------       ------         ----         ----
                                                   8,696        8,347         8,523        8,163          224          219

EXPENSES
Cost of products sold                              6,623        6,245         6,623        6,245           -            -
Selling and administrative                         1,637        1,609         1,557        1,521          131          123
Financial services interest                           71           66            -            -            81           79
Intangible amortization                               35           31            35           31            -            -
Restructuring costs                                   30           -             30           -             -            -
                                                  ------       ------        ------       ------         ----         ----
                                                   8,396        7,951         8,245        7,797          212          202
                                                  ------       ------        ------       ------         ----         ----

OPERATING PROFIT                                     300          396           278          366           12           17

OTHER INCOME (EXPENSE)
Interest and sundry                                   (5)         (13)          (23)         (23)          18           11
Interest expense                                    (165)        (141)         (155)        (129)           -            -
                                                  ------       ------        ------       ------         ----         ----

EARNINGS BEFORE TAXES AND
    OTHER ITEMS                                      130          242           100          214           30           28

Income taxes                                          81          100            70           90           11           10
                                                  ------       ------        ------       ------         ----         ----

EARNINGS BEFORE EQUITY EARNINGS
    AND OTHER ITEMS                                   49          142            30          124           19           18

Equity in WFC                                         -            -             15           14            -            -
Equity in affiliated companies                        93           72            93           72            -            -
Minority interests                                    14           (5)           18           (1)          (4)          (4)
                                                  ------       ------        ------       ------         ----         ----


NET EARNINGS                                      $  156       $  209        $  156       $  209         $ 15         $ 14
                                                  ======       ======        ======       ======         ====         ====

Per share of Common Stock:
    Net earnings                                  $ 2.08       $ 2.80
                                                  ======       ======
    Cash dividends                                $ 1.36       $ 1.36
                                                  ======       ======
</TABLE> 
See notes to consolidated condensed financial statements
<PAGE>

<TABLE> 
<CAPTION> 
                                                                                                            File: -ME2B09.XLS BSQ496
CONSOLIDATED CONDENSED BALANCE SHEETS                                                                                    JLA 1/20/97
WHIRLPOOL CORPORATION AND SUBSIDIARIES

(millions of dollars)                                                                 Supplemental Consolidating Data
                                                                          -------------------------------------------------------
                                              Whirlpool Corporation           Whirlpool with WFC           Whirlpool Financial
                                                 (Consolidated)               on an Equity Basis            Corporation (WFC)
                                           ---------------------------    --------------------------    -------------------------
                                           December 31     December 31    December 31    December 31    December 31   December 31
                                              1996            1995           1996           1995           1996          1995
                                           (Unaudited)      (Audited)     (Unaudited)     (Audited)     (Unaudited)    (Audited)
                                           -----------     -----------    -----------    -----------    -----------   -----------
<S>                                        <C>             <C>            <C>            <C>            <C>           <C> 
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Notes payable                                $2,157          $1,998         $  704         $  765         $1,453        $1,233
Accounts payable                                983             977            886            896            111            81
Other current liabilities                       858             854            852            844              6            10
                                             ------          ------         ------         ------         ------        ------
TOTAL CURRENT LIABILITIES                     3,998           3,829          2,442          2,505          1,570         1,324

Long-term debt                                  955             983            887            870             68           113
Postemployment benefits                         563             517            557            517              6            -
Other liabilities                               388             415            270            295            118           120
                                             ------          ------         ------         ------         ------        ------
                                              1,906           1,915          1,714          1,682            192           233

Minority interests                              182             179             82            104            110            75

STOCKHOLDERS' EQUITY
Common stock                                     81              81             81             81              8             8
Paid-in capital                                 246             229            246            229             26            26
Retained earnings                             1,918           1,863          1,918          1,863            242           234
Unearned restricted stock                        (7)             (8)            (7)            (8)            -             -
Currency translation adjustments                (76)            (53)           (76)           (53)            (3)            1
Treasury stock - at cost                       (236)           (235)          (236)          (235)            -             -
                                             ------          ------         ------         ------         ------        ------
TOTAL STOCKHOLDERS' EQUITY                    1,926           1,877          1,926          1,877            273           269

                                             ------          ------         ------         ------         ------        ------
TOTAL LIABILITIES AND EQUITY                 $8,012          $7,800         $6,164         $6,168         $2,145        $1,901
                                             ======          ======         ======         ======         ======        ======
</TABLE> 

See notes to consolidated condensed financial statements
<PAGE>



CONSOLIDATED CONDENSED BALANCE SHEETS
WHIRLPOOL CORPORATION AND SUBSIDIARIES

<TABLE> 
<CAPTION> 
(millions of dollars)                                                        Supplemental Consolidating Data
                                                                -----------------------------------------------------
                                      Whirlpool Corporation        Whirlpool with WFC         Whirlpool Financial
                                         (Consolidated)            on an Equity Basis          Corporation (WFC)
                                    --------------------------  --------------------------- -------------------------
                                    December 31,  December 31,  December 31,   December 31, December 31, December 31,
                                      1996          1995           1996          1995          1996          1995
                                    (Unaudited)   (Audited)     (Unaudited)    (Audited)    (Unaudited)    (Audited)
                                    ------------ -------------  ------------   ------------ ------------ ------------
<S>                                 <C>          <C>           <C>            <C>          <C>            <C>          
ASSETS                                                                                                    

CURRENT ASSETS                                                                                            

Cash and equivalents                 $   129        $   149        $   102       $   125       $    27         $    24
Trade receivables, less allowances                                                                        
     (1996: $45; 1995: $39)              966          1,031            966         1,031            --              --
Financing receivables and leases,                                                                         
   less allowances                                                                                   
     (1996: $12; 1995: $12)            1,400          1,086             --            --         1,400           1,086
Inventories                            1,034          1,029          1,034         1,029            --              --
Other current assets                     293            246            301           235             6              11
                                     -------        -------        -------       -------       -------         -------
TOTAL CURRENT ASSETS                   3,822          3,541          2,403         2,420         1,433           1,121

Investments and other assets             818            777          1,101         1,046            --              --
Financing receivables and leases,                                                                         
   less allowances                                                                                   
     (1996: $37; 1995: $30)              704            772             --            --           704             772
Intangibles, net                         870            931            870           931            --              --
                                     -------        -------        -------       -------       -------         -------
                                       2,392          2,480          1,971         1,977           704             772
Property, plant and equipment          3,839          3,662          3,820         3,638            19              24
Accumulated depreciation              (2,041)        (1,883)        (2,030)       (1,867)          (11)            (16)
                                     -------        -------        -------       -------       -------         -------
                                       1,798          1,779          1,790         1,771             8               8
                                     -------        -------        -------       -------       -------         -------
TOTAL ASSETS                         $ 8,012        $ 7,800        $ 6,164       $ 6,168       $ 2,145         $ 1,901
                                     =======        =======        =======       =======       ========        =======
                                                                                                                 
</TABLE> 

See notes to consolidated condensed financial statements


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