Whirlpool 2014 Annual Report Download - page 24

WHIRLPOOL CORPORATION
Consolidated Statements of Changes In Stockholders’ Equity
(Millions of dollars)
Whirlpool Stockholders’ Equity
Year ended December 31, Total
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Treasury Stock/
Additional
Paid-in-Capital
Common
Stock
Non-
Controlling
Interests
Balances, December 31, 2011 $ 4,280 $4,922 $(1,226) $ 379 $106 $ 99
Comprehensive income
Net earnings 425 401 — — — 24
Other comprehensive loss (309) — (305) — — (4)
Comprehensive income 116 401 (305) — — 20
Cumulative adjustment, equity method investment (18) (18) — — — —
Stock issued 159 — — 157 2 —
Dividends declared (170) (158) — — — (12)
Balances, December 31, 2012 4,367 5,147 (1,531) 536 108 107
Comprehensive income
Net earnings 849 827 — — — 22
Other comprehensive income 230 — 233 — — (3)
Comprehensive income 1,079 827 233 — — 19
Stock issued (repurchased) (206) — — (207) 1 —
Dividends declared (206) (190) — — — (16)
Balances, December 31, 2013 5,034 5,784 (1,298) 329 109 110
Comprehensive income
Net earnings 692 650 — — — 42
Other comprehensive income (546) — (542) — — (4)
Comprehensive income 146 650 (542) — — 38
Stock issued 59 — — 58 1 —
Dividends declared (244) (225) — — — (19)
Acquisitions 801 — — 19 — 782
Balances, December 31, 2014 $ 5,796 $6,209 $(1,840) $ 406 $110 $911
Whirlpool 2014AR p 44 / 45
The management of Whirlpool Corporation has prepared the accompanying financial
statements. The financial statements have been audited by Ernst & Young LLP, an
independent registered public accounting firm, whose report, based upon their audits,
expresses the opinion that these financial statements present fairly the consolidated
financial position, statements of income and cash flows of Whirlpool and its subsidiaries
in accordance with accounting principles generally accepted in the United States. Their
audits are conducted in conformity with the auditing standards of the Public Company
Accounting Oversight Board (United States).
The financial statements were prepared from the Company’s accounting records, books
and accounts which, in reasonable detail, accurately and fairly reflect all material trans-
actions. The Company maintains a system of internal controls designed to provide rea-
sonable assurance that the Company’s books and records, and the Company’s assets
are maintained and accounted for, in accordance with management’s authorizations.
The Company’s accounting records, compliance with policies and internal controls are
regularly reviewed by an internal audit staff.
The audit committee of the Board of Directors of the Company is composed of five inde-
pendent directors who, in the opinion of the board, meet the relevant financial experience,
literacy, and expertise requirements. The audit committee provides independent and
objective oversight of the Company’s accounting functions and internal controls and
monitors (1) the objectivity of the Company’s financial statements, (2) the Company’s
compliance with legal and regulatory requirements, (3) the independent registered
public accounting firm’s qualifications and independence, and (4) the performance of the
Company’s internal audit function and independent registered public accounting firm. In
performing these functions, the committee has the responsibility to review and discuss
the annual audited financial statements and quarterly financial statements and related
reports with management and the independent registered public accounting firm, including
the Company’s disclosures under “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” to monitor the adequacy of financial disclosure. The
committee also has the responsibility to retain and terminate the Company’s independent
registered public accounting firm and exercise the committee’s sole authority to review
and approve all audit engagement fees and terms and pre-approve the nature, extent, and
cost of all non-audit services provided by the independent registered public accounting firm.
Larry M. Venturelli
Executive Vice President and
Chief Financial Officer
February 26, 2015
The management of Whirlpool Corporation is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rules 13a–15(f) and 15d–15(f)
under the Securities Exchange Act of 1934. Whirlpool’s internal control system is designed
to provide reasonable assurance to Whirlpool’s management and board of directors
regarding the reliability of financial reporting and the preparation and fair presentation
of published financial statements.
All internal control systems, no matter how well designed, have inherent limitations.
Therefore, even those systems determined to be effective can provide only reasonable
assurance with respect to financial statement preparation and presentation.
The management of Whirlpool assessed the effectiveness of Whirlpool’s internal control
over financial reporting as of December 31, 2014. In making this assessment, it used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commis-
sion (COSO) in
Internal Control—Integrated Framework (2013 Framework). Based on the
assessment and those criteria, management believes that Whirlpool maintained effective
internal control over financial reporting as of December 31, 2014.
Management’s assessment of internal control over financial reporting as of December 31,
2014 excludes the internal control over financial reporting related to Hefei Rongshida
Sanyo Electric Co., Ltd. (“Hefei Sanyo”) and Indesit Company S.p.A. (“Indesit”) (both acquired
in the fourth quarter of 2014), which are included in the 2014 consolidated financial
statements of Whirlpool Corporation. As of December 31, 2014, Hefei Sanyo and Indesit
together constitute $5.6 billion and $2.9 billion of total and net assets, respectively.
Additionally, they represent net sales and net earnings of $994 million and $15 million,
respectively, which excludes certain non-recurring acquisition-related costs and invest-
ment expenses.
Whirlpool’s independent registered public accounting firm has issued an audit report on
its assessment of Whirlpool’s internal control over financial reporting. This report
appears on page 47.
Jeff M. Fettig Larry M. Venturelli
Chairman of the Board and Executive Vice President and
Chief Executive Officer Chief Financial Officer
February 26, 2015 February 26, 2015
Report by Management on the Consolidated Financial Statements Management’s Report on Internal Control Over Financial Reporting