[PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section provides the company's comprehensive financial statements, including detailed notes, and management's discussion and analysis of financial condition and operating results [ITEM 1. FINANCIAL STATEMENTS](index=5&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This chapter provides the company's unaudited consolidated condensed financial statements and detailed notes for the three and six months ended June 30, 2021 [Consolidated Condensed Statements of Comprehensive Income](index=6&type=section&id=Consolidated%20Condensed%20Statements%20of%20Comprehensive%20Income) **Key Data from Consolidated Condensed Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2021 (Millions of USD, except per share data):** | Metric | 3 Months 2021 | 3 Months 2020 | 6 Months 2021 | 6 Months 2020 | | :--- | :--- | :--- | :--- | :--- | | Net Sales | $5,324 | $4,042 | $10,682 | $8,367 | | Cost of Sales | $4,234 | $3,417 | $8,444 | $7,039 | | Gross Profit | $1,090 | $625 | $2,238 | $1,328 | | Operating Profit | $683 | $71 | $1,301 | $334 | | Net Earnings | $580 | $20 | $1,020 | $169 | | Net Earnings Attributable to Whirlpool | $581 | $30 | $1,014 | $184 | | Diluted Net Earnings Per Share | $9.15 | $0.47 | $15.96 | $2.93 | | Dividends Declared | $1.40 | $1.20 | $2.65 | $2.40 | [Consolidated Condensed Balance Sheets](index=7&type=section&id=Consolidated%20Condensed%20Balance%20Sheets) **Key Data from Consolidated Condensed Balance Sheets as of June 30, 2021, and December 31, 2020 (Millions of USD, except share data):** | Metric | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | Cash and Cash Equivalents | $2,968 | $2,924 | | Accounts Receivable, Net | $3,052 | $3,109 | | Inventories | $2,652 | $2,301 | | Total Current Assets | $9,403 | $9,129 | | Property, Plant and Equipment, Net | $2,734 | $3,199 | | Goodwill | $2,400 | $2,496 | | Total Assets | $20,081 | $20,436 | | Total Current Liabilities | $7,832 | $8,330 | | Long-Term Debt | $5,001 | $5,059 | | Stockholders' Equity Attributable to Whirlpool | $4,951 | $3,885 | | Total Liabilities and Stockholders' Equity | $20,081 | $20,436 | [Consolidated Condensed Statements of Cash Flows](index=8&type=section&id=Consolidated%20Condensed%20Statements%20of%20Cash%20Flows) **Key Data from Consolidated Condensed Statements of Cash Flows for the Six Months Ended June 30, 2021, and June 30, 2020 (Millions of USD):** | Activity Type | 6 Months 2021 | 6 Months 2020 | | :--- | :--- | :--- | | Cash Flow from Operating Activities | $646 | $(745) | | Cash Flow from Investing Activities | $(279) | $(128) | | Cash Flow from Financing Activities | $(332) | $1,605 | | Effect of Exchange Rate Changes | $(1) | $(138) | | Net Change in Cash and Cash Equivalents | $34 | $594 | | Cash and Cash Equivalents at End of Period | $2,968 | $2,546 | [NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)](index=9&type=section&id=NOTES%20TO%20THE%20CONSOLIDATED%20CONDENSED%20FINANCIAL%20STATEMENTS%20(UNAUDITED)) [(1) BASIS OF PRESENTATION](index=9&type=section&id=(1)%20BASIS%20OF%20PRESENTATION) - The company prepared unaudited consolidated condensed financial statements in accordance with GAAP and Form 10-Q, retrospectively adjusting the U.S. inventory valuation accounting principle change from **LIFO to FIFO** effective **January 1, 2021**[22](index=22&type=chunk)[41](index=41&type=chunk) - The COVID-19 pandemic continues to impact the company and may materially affect future financial results, particularly estimates for goodwill, long-lived assets, deferred income taxes, and expected credit losses[26](index=26&type=chunk)[27](index=27&type=chunk) - As of June 30, 2021, goodwill for the EMEA reporting unit and indefinite-lived intangible assets for Indesit, Hotpoint*, Maytag, and JennAir trademarks remain at risk of impairment[29](index=29&type=chunk) - The company has multiple synthetic lease agreements with financial institutions, including residual value guarantees up to **$220 million** as of June 30, 2021, and December 31, 2020, which the company deems unlikely to be paid[35](index=35&type=chunk) - The company has supply chain finance agreements allowing suppliers to sell receivables to financial institutions, with approximately **$1.2 billion** issued to participating financial institutions as of June 30, 2021, and December 31, 2020[37](index=37&type=chunk)[38](index=38&type=chunk) - The company holds approximately **20% equity** in Whirlpool China, accounted for using the equity method, and purchases products from and licenses brands to Whirlpool China and its subsidiaries[42](index=42&type=chunk)[43](index=43&type=chunk) [(2) REVENUE RECOGNITION](index=12&type=section&id=(2)%20REVENUE%20RECOGNITION) **Net Sales by Major Product Category (Millions of USD):** | Product Category | 3 Months 2021 | 3 Months 2020 | 6 Months 2021 | 6 Months 2020 | | :--- | :--- | :--- | :--- | :--- | | Laundry | $1,380 | $1,071 | $2,949 | $2,401 | | Refrigeration | $1,627 | $1,305 | $3,254 | $2,667 | | Cooking | $1,502 | $909 | $2,749 | $1,852 | | Dishwashing | $409 | $439 | $924 | $810 | | Parts and Warranty | $292 | $206 | $558 | $434 | | Other | $114 | $111 | $248 | $201 | | **Total Net Sales** | **$5,324** | **$4,042** | **$10,682** | **$8,367** | **Allowance for Expected Credit Losses for the Six Months Ended June 30, 2021 (Millions of USD):** | Category | December 31, 2020 | Charged to Earnings | Write-offs | Exchange Rate | Other | June 30, 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Allowance for Accounts Receivable | $132 | $5 | $(19) | $(4) | $(11) | $103 | | Allowance for Financing Receivables | $48 | $0 | $0 | $1 | $(21) | $28 | | **Consolidated Total** | **$180** | **$5** | **$(19)** | **$(3)** | **$(32)** | **$131** | [(3) CASH, CASH EQUIVALENTS AND RESTRICTED CASH](index=13&type=section&id=(3)%20CASH,%20CASH%20EQUIVALENTS%20AND%20RESTRICTED%20CASH) **Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Millions of USD):** | Metric | June 30, 2021 | June 30, 2020 | | :--- | :--- | :--- | | Cash and Cash Equivalents per Balance Sheet | $2,968 | $2,546 | | Restricted Cash in Prepaid and Other Current Assets | $0 | $0 | | **Cash, Cash Equivalents, and Restricted Cash per Cash Flow Statement** | **$2,968** | **$2,546** | | Metric | December 31, 2020 | December 31, 2019 | | :--- | :--- | :--- | | Cash and Cash Equivalents per Balance Sheet | $2,924 | $1,952 | | Restricted Cash in Prepaid and Other Current Assets | $10 | $0 | | **Cash, Cash Equivalents, and Restricted Cash per Cash Flow Statement** | **$2,934** | **$1,952** | [(4) INVENTORIES](index=13&type=section&id=(4)%20INVENTORIES) **Inventory Composition (Millions of USD):** | Category | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | Finished Goods | $1,915 | $1,635 | | Raw Materials and Work-in-Process | $737 | $666 | | **Total Inventories** | **$2,652** | **$2,301** | - Effective **January 1, 2021**, the company changed its U.S. inventory valuation accounting principle from **LIFO to FIFO**[57](index=57&type=chunk) [(5) PROPERTY, PLANT AND EQUIPMENT](index=14&type=section&id=(5)%20PROPERTY,%20PLANT%20AND%20EQUIPMENT) **Property, Plant, and Equipment Composition (Millions of USD):** | Category | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | Land | $84 | $92 | | Buildings | $1,297 | $1,517 | | Machinery and Equipment | $7,968 | $8,370 | | Accumulated Depreciation | $(6,615) | $(6,780) | | **Property, Plant and Equipment, Net** | **$2,734** | **$3,199** | - Net property, plant, and equipment decreased by **$379 million**, primarily due to the divestiture of Whirlpool China and Turkey subsidiaries[58](index=58&type=chunk) [(6) FINANCING ARRANGEMENTS](index=14&type=section&id=(6)%20FINANCING%20ARRANGEMENTS) - On **April 29, 2021**, the company issued **$300 million** of **2.400% Senior Notes due 2031**, using proceeds to redeem **$300 million** of **4.850% Senior Notes due June 2021**[60](index=60&type=chunk) - On **June 15, 2021**, the **$300 million 4.850% Senior Notes** matured and were repaid[63](index=63&type=chunk) - The company has a **$3.5 billion** revolving credit facility and, as of **June 30, 2021**, was in compliance with debt capitalization and interest coverage ratio requirements[64](index=64&type=chunk)[65](index=65&type=chunk) **Notes Payable (Millions of USD):** | Category | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | Short-Term Bank Borrowings | $10 | $12 | | **Total Notes Payable** | **$10** | **$12** | - The company transfers certain accounts receivable without recourse to financial institutions to manage customer risk, receiving **$475 million** in cash during the first half of 2020, with no such proceeds in the first half of 2021[70](index=70&type=chunk)[71](index=71&type=chunk) [(7) COMMITMENTS AND CONTINGENCIES](index=16&type=section&id=(7)%20COMMITMENTS%20AND%20CONTINGENCIES) - The company's former Embraco compressor business faces global antitrust investigations, with some claims settled but others pending, potentially having a material adverse effect on financial statements[72](index=72&type=chunk)[73](index=73&type=chunk) - Brazilian operations face approximately **$398 million** in BEFIEX tax assessments, **$52 million** in IPI tax credit assessments, and **$61 million** in PIS/COFINS tax assessments, which the company believes are without merit and is actively defending[75](index=75&type=chunk)[76](index=76&type=chunk)[78](index=78&type=chunk) - In **May 2021**, the Brazilian Supreme Court ruled favorably on an ICMS tax credit case, confirming the company's right to previously recognized indirect tax credits of approximately **$142 million** and **$54 million**[83](index=83&type=chunk) - The company is conducting product recalls for certain Indesit-designed washing machines in the UK and Ireland, incurring approximately **$3 million** in recall-related settlement costs as of **June 30, 2021**, with total settlement costs of approximately **$59 million** since the activity began[93](index=93&type=chunk) **Changes in Product Warranty Liability Reserve (Millions of USD):** | Metric | 2021 | 2020 | | :--- | :--- | :--- | | Balance, January 1 | $273 | $383 | | Issued/Accrued During Period | $185 | $108 | | Settled/Other During Period | $(149) | $(203) | | **Balance, June 30** | **$309** | **$288** | | Current Portion | $210 | $187 | | Non-Current Portion | $99 | $101 | | **Total** | **$309** | **$288** | - The company provides customer credit line guarantees for its Brazilian subsidiaries, with total guarantees of **$151 million** and **$57 million** as of **June 30, 2021**, and **December 31, 2020**, respectively[95](index=95&type=chunk) [(8) PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS](index=20&type=section&id=(8)%20PENSION%20AND%20OTHER%20POSTRETIREMENT%20BENEFIT%20PLANS) **Net Periodic Benefit Cost for the Three and Six Months Ended June 30, 2021 (Millions of USD):** | Category | 3 Months 2021 | 3 Months 2020 | 6 Months 2021 | 6 Months 2020 | | :--- | :--- | :--- | :--- | :--- | | U.S. Pension Benefits | $0 | $(1) | $(2) | $(1) | | Foreign Pension Benefits | $2 | $2 | $3 | $3 | | Other Postretirement Benefits | $(10) | $(2) | $(20) | $1 | | **Net Periodic Benefit Cost (Credit)** | **$(8)** | **$(1)** | **$(19)** | **$3** | - Effective **January 1, 2021**, the company resumed cash matching contributions for its 401(k) defined contribution plan, previously announced as company stock contributions in **March 2020**[98](index=98&type=chunk) [(9) HEDGES AND DERIVATIVE FINANCIAL INSTRUMENTS](index=21&type=section&id=(9)%20HEDGES%20AND%20DERIVATIVE%20FINANCIAL%20INSTRUMENTS) - The company uses commodity derivatives, foreign currency contracts, and interest rate swaps to manage commodity price, foreign currency exchange rate, and interest rate risks, avoiding trading or speculative derivative financial instruments[101](index=101&type=chunk)[102](index=102&type=chunk)[103](index=103&type=chunk)[107](index=107&type=chunk) **Outstanding Derivative Contracts and Their Impact on Consolidated Condensed Balance Sheets as of June 30, 2021, and December 31, 2020 (Millions of USD):** | Category | 2021 Notional Amount | 2020 Notional Amount | 2021 Fair Value of Hedging Assets | 2020 Fair Value of Hedging Assets | 2021 Fair Value of Hedging Liabilities | 2020 Fair Value of Hedging Liabilities | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Commodity Swaps/Options | $260 | $215 | $57 | $39 | $1 | $4 | | Foreign Currency Forwards/Options | $3,025 | $3,028 | $75 | $58 | $108 | $110 | | Cross-Currency Swaps | $1,275 | $1,275 | $24 | $23 | $49 | $86 | | Interest Rate Derivatives | $300 | $300 | $0 | $0 | $7 | $28 | | **Total Hedging Derivatives** | | | **$156** | **$120** | **$165** | **$228** | | Non-Hedged Foreign Currency Forwards/Options | $3,375 | $4,161 | $24 | $25 | $59 | $96 | | **Total Derivatives** | | | **$180** | **$145** | **$224** | **$324** | **Impact of Derivative Instruments on Consolidated Condensed Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2021 (Millions of USD):** | Category | 3 Months 2021 OCI Gain (Loss) | 3 Months 2020 OCI Gain (Loss) | 6 Months 2021 OCI Gain (Loss) | 6 Months 2020 OCI Gain (Loss) | | :--- | :--- | :--- | :--- | :--- | | Commodity Swaps/Options | $28 | $24 | $54 | $(31) | | Foreign Currency Forwards/Options | $(41) | $(10) | $7 | $95 | | Cross-Currency Swaps | $12 | $(25) | $44 | $95 | | Interest Rate Derivatives | $(26) | $5 | $20 | $(66) | | Net Investment Hedges - Foreign Currency | $(10) | $(14) | $(3) | $53 | | **Total** | **$(37)** | **$(20)** | **$122** | **$146** | [(10) FAIR VALUE MEASUREMENTS](index=23&type=section&id=(10)%20FAIR%20VALUE%20MEASUREMENTS) **Assets and Liabilities Measured at Fair Value on a Recurring Basis as of June 30, 2021, and December 31, 2020 (Millions of USD):** | Category | 2021 Total Cost Basis | 2020 Total Cost Basis | 2021 Level 1 | 2020 Level 1 | 2021 Level 2 | 2020 Level 2 | 2021 Total | 2020 Total | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Short-Term Investments | $1,963 | $2,164 | $1,755 | $1,603 | $208 | $561 | $1,963 | $2,164 | | Net Derivative Contracts | $0 | $0 | $0 | $0 | $(44) | $(179) | $(44) | $(179) | - In **Q2 2021**, the partial tender offer for Whirlpool China was completed and deconsolidated, with the company retaining approximately **20% equity** at a fair value of **$214 million**[114](index=114&type=chunk) - In **Q2 2021**, the company sold its Turkey subsidiary, recording a **$40 million** asset impairment loss, reducing its asset carrying value to a fair value of **$111 million**[116](index=116&type=chunk) - As of **June 30, 2021**, and **December 31, 2020**, the fair value of long-term debt (including current portion) was **$5.92 billion** and **$6.13 billion**, respectively, estimated using discounted cash flow analysis with incremental borrowing rates for similar arrangements[118](index=118&type=chunk) [(11) STOCKHOLDERS' EQUITY](index=26&type=section&id=(11)%20STOCKHOLDERS'%20EQUITY) **Changes in Stockholders' Equity for the Six Months Ended June 30, 2021, and June 30, 2020 (Millions of USD):** | Metric | June 30, 2021 | June 30, 2020 | | :--- | :--- | :--- | | Total Whirlpool Stockholders' Equity | $4,951 | $4,014 | | Noncontrolling Interests | $134 | $907 | | **Total Stockholders' Equity** | **$5,085** | **$4,921** | **Net Earnings Attributable to Whirlpool for the Six Months Ended June 30, 2021, and June 30, 2020 (Millions of USD):** | Metric | June 30, 2021 | June 30, 2020 | | :--- | :--- | :--- | | Net Earnings Attributable to Whirlpool | $1,014 | $184 | | Diluted Net Earnings Per Share | $15.96 | $2.93 | | Dilutive Securities Impact | 0.5 | 0.4 | | **Diluted Weighted-Average Shares Outstanding** | **63.5** | **63.0** | **Other Comprehensive Income (Loss) and Related Tax Effects for the Three and Six Months Ended June 30, 2021, and June 30, 2020 (Millions of USD):** | Category | 3 Months 2021 Pre-Tax | 3 Months 2021 After-Tax | 3 Months 2020 Pre-Tax | 3 Months 2020 After-Tax | 6 Months 2021 Pre-Tax | 6 Months 2021 After-Tax | 6 Months 2020 Pre-Tax | 6 Months 2020 After-Tax | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Currency Translation Adjustments | $219 | $224 | $(61) | $(54) | $327 | $326 | $(233) | $(250) | | Cash Flow Hedges | $(18) | $(12) | $7 | $4 | $8 | $2 | $118 | $92 | | Pension and Other Postretirement Benefit Plans | $23 | $17 | $46 | $34 | $33 | $25 | $62 | $47 | | **Other Comprehensive Income (Loss)** | **$224** | **$229** | **$(8)** | **$(16)** | **$368** | **$353** | **$(53)** | **$(111)** | - On **April 19, 2021**, the Board approved an additional **$2 billion** share repurchase program with no expiration date, with approximately **$2.3 billion** remaining under the program as of **June 30, 2021**[125](index=125&type=chunk) [(12) RESTRUCTURING CHARGES](index=28&type=section&id=(12)%20RESTRUCTURING%20CHARGES) **Changes in Restructuring Liabilities for the Six Months Ended June 30, 2021 (Millions of USD):** | Category | December 31, 2020 | Charged to Earnings | Cash Paid | Non-Cash and Other | June 30, 2021 | | :--- | :--- | :--- | :--- | :--- | :--- | | Employee Termination Costs | $145 | $25 | $(61) | $0 | $109 | | Asset Impairment Costs | $8 | $1 | $0 | $(1) | $8 | | Other Exit Costs | $20 | $2 | $(11) | $(3) | $8 | | **Total** | **$173** | **$28** | **$(72)** | **$(4)** | **$125** | **Restructuring Charges by Operating Segment for the Six Months Ended June 30, 2021 (Millions of USD):** | Operating Segment | 6 Months 2021 | | :--- | :--- | | North America | $0 | | Europe, Middle East and Africa | $25 | | Latin America | $0 | | Asia | $2 | | Corporate/Other | $1 | | **Total** | **$28** | - The company expects to incur up to **$100 million** in restructuring charges for the full year 2021, primarily from previously announced actions[174](index=174&type=chunk) [(13) INCOME TAXES](index=29&type=section&id=(13)%20INCOME%20TAXES) **Income Tax Expense for the Three and Six Months Ended June 30, 2021 (Millions of USD):** | Metric | 3 Months 2021 | 3 Months 2020 | 6 Months 2021 | 6 Months 2020 | | :--- | :--- | :--- | :--- | :--- | | Income Tax Expense | $94 | $17 | $253 | $89 | | **Earnings Before Tax** | **$674** | **$37** | **$1,273** | **$258** | | Income Tax Expense at U.S. Statutory Rate (21%) | $142 | $8 | $267 | $54 | | Divestiture Tax Impact | $(21) | $0 | $(21) | $0 | | Legal Entity Reorganization Tax Impact | $(46) | $0 | $(46) | $0 | | **Income Tax Expense at Global Effective Tax Rate** | **$94** | **$17** | **$253** | **$89** | - In **Q2 2021**, divested businesses generated **$120 million** in total gain but taxable losses for tax purposes with no recognized tax benefit, increasing tax expense by **$21 million**; legal entity reorganization related to Whirlpool China divestiture generated **$46 million** in tax benefits[135](index=135&type=chunk) - The company is in tax litigation with the IRS regarding revenue recognition for its Luxembourg subsidiary's Mexican branch, appealing to the U.S. Sixth Circuit Court of Appeals, and believes it will prevail[136](index=136&type=chunk) [(14) SEGMENT INFORMATION](index=30&type=section&id=(14)%20SEGMENT%20INFORMATION) **Operating Segment Performance for the Three and Six Months Ended June 30, 2021 (Millions of USD):** | Metric | North America (3 Months) | EMEA (3 Months) | Latin America (3 Months) | Asia (3 Months) | North America (6 Months) | EMEA (6 Months) | Latin America (6 Months) | Asia (6 Months) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Net Sales (2021) | $3,042 | $1,250 | $763 | $269 | $6,087 | $2,420 | $1,495 | $680 | | Net Sales (2020) | $2,501 | $836 | $434 | $271 | $5,041 | $1,715 | $1,052 | $559 | | EBIT (2021) | $557 | $31 | $74 | $4 | $1,164 | $52 | $136 | $26 | | EBIT (2020) | $310 | $(66) | $11 | $(18) | $616 | $(81) | $42 | $(34) | | Total Assets (June 30, 2021) | $7,857 | $11,107 | $4,471 | $1,596 | | | | | | Total Assets (December 31, 2020) | $7,597 | $11,296 | $4,244 | $2,573 | | | | | | Capital Expenditures (2021) | $34 | $30 | $28 | $9 | $65 | $47 | $43 | $12 | | Capital Expenditures (2020) | $25 | $18 | $12 | $9 | $53 | $32 | $26 | $23 | **Reconciliation of EBIT to Amounts in Consolidated Condensed Statements of Comprehensive Income (Millions of USD):** | Metric | 3 Months 2021 | 3 Months 2020 | 6 Months 2021 | 6 Months 2020 | | :--- | :--- | :--- | :--- | :--- | | Operating Profit | $683 | $71 | $1,301 | $334 | | Interest and Sundry (Income) Expense | $(36) | $(15) | $(62) | $(16) | | **Total EBIT** | **$719** | **$86** | **$1,363** | **$350** | | Interest Expense | $45 | $49 | $90 | $92 | | Income Tax Expense | $94 | $17 | $253 | $89 | | **Net Earnings (Loss)** | **$580** | **$20** | **$1,020** | **$169** | | Less: Net Earnings Attributable to Noncontrolling Interests | $(1) | $(10) | $6 | $(15) | | **Net Earnings (Loss) Attributable to Whirlpool** | **$581** | **$30** | **$1,014** | **$184** | [(15) DIVESTITURES](index=32&type=section&id=(15)%20DIVESTITURES) - On **May 6, 2021**, the partial tender offer for Whirlpool China was completed, with the company recording a **$284 million** gain on sale and retaining approximately **20% equity** accounted for using the equity method[144](index=144&type=chunk)[145](index=145&type=chunk) **Carrying Value of Major Assets and Liabilities of Whirlpool China (Millions of USD):** | Category | June 30, 2021 | December 31, 2020 | | :--- | :--- | :--- | | Cash and Cash Equivalents | $0 | $324 | | Accounts Receivable, Net | $0 | $85 | | Inventories | $0 | $98 | | Property, Plant and Equipment, Net | $0 | $309 | | **Total Assets** | **$0** | **$1,192** | | Accounts Payable | $0 | $216 | | Other Current Liabilities | $0 | $254 | | **Total Liabilities** | **$0** | **$530** | - On **June 30, 2021**, the company completed the sale of its Turkey subsidiary, recording a **$164 million** loss on disposal, including a **$40 million** asset write-down and **$124 million** in cumulative foreign currency translation adjustments[149](index=149&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=32&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This chapter discusses Whirlpool's financial condition and operating results for the three and six months ended June 30, 2021, highlighting strong GAAP net earnings and operating cash flow [ABOUT WHIRLPOOL](index=33&type=section&id=ABOUT%20WHIRLPOOL) - Whirlpool Corporation, founded in **1911** and incorporated in Delaware in **1955**, aims to be the world's best kitchen and laundry company, manufacturing in **11 countries** and selling globally[151](index=151&type=chunk) - The company operates through four geographic segments: North America, EMEA, Latin America, and Asia, with approximately **$19 billion** in net sales and **78,000 employees** in **2020**[151](index=151&type=chunk) [OVERVIEW](index=34&type=section&id=OVERVIEW) - Whirlpool's Q2 GAAP net earnings attributable to Whirlpool were **$581 million** (**10.9% net earnings margin**), or **$9.15 per share**, compared to **$30 million** (**0.7% net earnings margin**), or **$0.47 per share**, in the prior-year period[152](index=152&type=chunk) - Operating cash flow was **$646 million**, and free cash flow (non-GAAP) was **$769 million**, primarily driven by increased net earnings and the completion of the Whirlpool China partial tender offer and Turkey subsidiary divestiture[152](index=152&type=chunk) - The company's Q2 ongoing (non-GAAP) earnings per share were **$6.64**, with an ongoing EBIT margin of **11.4%**, compared to **$2.07** and **5.0%** respectively in the prior-year period[153](index=153&type=chunk) - Revenue and EBIT grew strongly across all regions on both GAAP and ongoing bases, driven by sustained consumer demand, favorable product price/mix, and offsetting raw material inflation[153](index=153&type=chunk) [RESULTS OF OPERATIONS](index=34&type=section&id=RESULTS%20OF%20OPERATIONS) [Consolidated Results](index=34&type=section&id=Consolidated%20Results) **Consolidated Operating Results for the Three and Six Months Ended June 30, 2021 (Millions of USD, except per share data):** | Metric | 3 Months 2021 | 3 Months 2020 | % Change | 6 Months 2021 | 6 Months 2020 | % Change | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Net Sales | $5,324 | $4,042 | 31.7% | $10,682 | $8,367 | 27.7% | | Gross Profit | $1,090 | $625 | 74.4% | $2,238 | $1,328 | 68.5% | | Selling, General and Administrative Expenses | $509 | $421 | (20.9)% | $1,002 | $841 | (19.1)% | | Restructuring Charges | $8 | $118 | 93.2% | $28 | $123 | 77.2% | | (Gain) Loss on Disposal of Businesses | $(120) | $0 | Not Applicable | $(120) | $0 | Not Applicable | | Net Earnings Attributable to Whirlpool | $581 | $30 | Not Applicable | $1,014 | $184 | Not Applicable | | Diluted Net Earnings Per Share | $9.15 | $0.47 | Not Applicable | $15.96 | $2.93 | Not Applicable | - Consolidated net sales increased by **31.7%** and **27.7%** in Q2 and the first half of 2021, respectively, driven by increased volume, favorable product price/mix, and positive foreign currency exchange rates[155](index=155&type=chunk) - Consolidated gross profit margin increased to **20.5%** and **21.0%** in Q2 and the first half of 2021, respectively, primarily due to favorable product price/mix and increased volume, partially offset by raw material inflation and increased marketing spend[156](index=156&type=chunk) [NORTH AMERICA](index=36&type=section&id=NORTH%20AMERICA) - North America net sales increased by **21.6%** and **20.7%** in Q2 and the first half of 2021, respectively, driven by favorable product price/mix and increased volume[162](index=162&type=chunk) - North America EBIT increased in both Q2 and the first half of 2021, with EBIT margins of **18.3%** and **19.1%**, respectively, primarily due to favorable product price/mix and increased volume, partially offset by raw material inflation and increased marketing spend[163](index=163&type=chunk) [EUROPE, MIDDLE EAST AND AFRICA (EMEA)](index=36&type=section&id=EMEA) - EMEA net sales increased by **49.5%** and **41.1%** in Q2 and the first half of 2021, respectively, driven by increased volume and positive foreign currency exchange rates[165](index=165&type=chunk) - EMEA EBIT increased in both Q2 and the first half of 2021, with EBIT margins of **2.5%** and **2.1%**, respectively, primarily due to increased volume, cost efficiencies, and favorable product price/mix, partially offset by raw material inflation and increased marketing spend[166](index=166&type=chunk) [LATIN AMERICA](index=37&type=section&id=LATIN%20AMERICA) - Latin America net sales increased by **75.8%** and **42.1%** in Q2 and the first half of 2021, respectively, driven by increased volume and favorable product price/mix[168](index=168&type=chunk) - Latin America EBIT increased in both Q2 and the first half of 2021, with EBIT margins of **9.7%** and **9.1%**, respectively, primarily due to favorable product price/mix and increased volume, partially offset by raw material inflation[169](index=169&type=chunk) [ASIA](index=37&type=section&id=ASIA) - Asia net sales decreased by **0.7%** in Q2 2021, primarily due to the deconsolidation of Whirlpool China and COVID-19 related shutdowns in India, partially offset by favorable product price/mix; first half sales increased by **21.6%**, driven by increased volume and favorable product price/mix[171](index=171&type=chunk) - Asia EBIT increased in both Q2 and the first half of 2021, with EBIT margins of **1.7%** and **3.8%**, respectively, primarily due to favorable product price/mix and cost efficiencies, partially offset by raw material inflation and unfavorable foreign currency exchange rates[172](index=172&type=chunk) [Selling, General and Administrative](index=38&type=section&id=Selling,%20General%20and%20Administrative) **Selling, General and Administrative Expenses as a Percentage of Net Sales (Millions of USD):** | Region | 3 Months 2021 | 3 Months 2021 % of Net Sales | 3 Months 2020 | 3 Months 2020 % of Net Sales | 6 Months 2021 | 6 Months 2021 % of Net Sales | 6 Months 2020 | 6 Months 2020 % of Net Sales | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | North America | $212 | 7.0% | $170 | 6.8% | $387 | 6.4% | $336 | 6.7% | | EMEA | $129 | 10.3% | $105 | 12.6% | $262 | 10.8% | $201 | 11.7% | | Latin America | $62 | 8.1% | $46 | 10.5% | $122 | 8.2% | $107 | 10.2% | | Asia | $38 | 14.2% | $52 | 19.2% | $93 | 13.7% | $110 | 19.7% | | Corporate/Other | $68 | — | $48 | — | $138 | — | $87 | — | | **Consolidated Total** | **$509** | **9.6%** | **$421** | **10.4%** | **$1,002** | **9.4%** | **$841** | **10.1%** | - Consolidated selling, general and administrative expenses increased in both Q2 and the first half of 2021, primarily driven by increased employee compensation accruals and marketing investments[173](index=173&type=chunk) [Restructuring](index=38&type=section&id=Restructuring) - Restructuring charges were **$8 million** and **$28 million** in Q2 and the first half of 2021, respectively, significantly lower than **$118 million** and **$123 million** in the prior-year periods[174](index=174&type=chunk) [(Gain) Loss on Disposal of Businesses](index=38&type=section&id=(Gain)%20Loss%20on%20Disposal%20of%20Businesses) - On **May 6, 2021**, the partial tender offer for Whirlpool China was completed, with the company recording a **$284 million** gain; on **June 30, 2021**, the sale of the Turkey subsidiary was completed, with the company recording a **$164 million** loss[175](index=175&type=chunk) [Interest and Sundry (Income) Expense](index=38&type=section&id=Interest%20and%20Sundry%20(Income)%20Expense) - Interest and sundry income increased in both Q2 and the first half of 2021, primarily due to the recognition of tax credits in Latin America and changes in other postretirement benefit plans[176](index=176&type=chunk) [Interest Expense](index=38&type=section&id=Interest%20Expense) - Interest expense decreased in both Q2 and the first half of 2021, primarily due to reduced short-term debt[177](index=177&type=chunk) [Income Taxes](index=38&type=section&id=Income%20Taxes) - Income tax expense was **$94 million** and **$253 million** in Q2 and the first half of 2021, respectively, higher than **$17 million** and **$89 million** in the prior-year periods, primarily due to increased earnings and related taxes, partially offset by tax impacts from divestitures and legal entity reorganizations[178](index=178&type=chunk) [Other Information](index=39&type=section&id=Other%20Information) - The company continues to monitor global economic uncertainties from COVID-19, assessing product demand and its impact on business and financial performance; goodwill for the EMEA reporting unit and indefinite-lived intangible assets for Indesit, Hotpoint*, Maytag, and JennAir trademarks remain at risk of future impairment[180](index=180&type=chunk) [FINANCIAL CONDITION AND LIQUIDITY](index=39&type=section&id=FINANCIAL%20CONDITION%20AND%20LIQUIDITY) - The company aims to finance its operations through operating cash flow and an appropriate mix of long-term and short-term debt, mitigating liquidity risk through diversified maturity structures[182](index=182&type=chunk) - As of **June 30, 2021**, the company had approximately **$3 billion** in cash and cash equivalents and **$3.7 billion** in committed credit facilities, maintaining solid investment-grade credit ratings and ample financial covenant cushions to navigate economic uncertainties[185](index=185&type=chunk)[186](index=186&type=chunk) - The company maintains a **$3.5 billion** revolving credit facility, with no borrowings outstanding as of **June 30, 2021**, and is in compliance with debt capitalization and interest coverage ratio requirements[188](index=188&type=chunk)[189](index=189&type=chunk) - Notes payable (short-term borrowings) totaled **$10 million** as of **June 30, 2021**[191](index=191&type=chunk) - The company continuously reviews global customer conditions and implements risk mitigation measures to address increased risks of trade customer financial restructuring or bankruptcy amid the COVID-19 pandemic[192](index=192&type=chunk) - In **April 2021**, the Board approved a **12.0% increase** in the quarterly common stock dividend to **$1.40 per share**, marking the ninth consecutive year of dividend increases[203](index=203&type=chunk) - As of **June 30, 2021**, the company had approximately **$375 million** in outstanding commitments for bank guarantees, letters of credit, and performance bonds, primarily related to pending Brazilian tax matters and other governmental obligations[204](index=204&type=chunk) **Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash for the Six Months Ended June 30, 2021, and June 30, 2020 (Millions of USD):** | Metric | 6 Months 2021 | 6 Months 2020 | | :--- | :--- | :--- | | Cash Flow from Operating Activities | $646 | $(745) | | Cash Flow from Investing Activities | $(279) | $(128) | | Cash Flow from Financing Activities | $(332) | $1,605 | | Effect of Exchange Rate Changes | $(1) | $(138) | | **Net Change in Cash, Cash Equivalents, and Restricted Cash** | **$34** | **$594** | - Operating cash flow increased in the first half of 2021, primarily due to higher cash earnings, reduced promotional spending, and improved working capital[196](index=196&type=chunk) - Investing cash outflows in the first half of 2021 included **$193 million** from the sale of a majority interest in Whirlpool China and **$93 million** from the sale of the Turkey subsidiary, partially offset by a **$393 million** reduction in cash and cash equivalents held by divested businesses[198](index=198&type=chunk) - Financing cash outflows increased by **$1.9 billion** in the first half of 2021, primarily reflecting reduced long-term debt borrowings and decreased short-term borrowings[200](index=200&type=chunk) [NON-GAAP FINANCIAL MEASURES](index=42&type=section&id=NON-GAAP%20FINANCIAL%20MEASURES) - The company provides supplemental non-GAAP financial measures, including EBIT, EBIT margin, ongoing EBIT, ongoing diluted earnings per share, ongoing EBIT margin, sales excluding the impact of foreign currency, and free cash flow, to offer clearer business trend analysis[206](index=206&type=chunk) **Reconciliation of Ongoing EBIT (Millions of USD):** | Metric | 3 Months 2021 | 3 Months 2020 | 6 Months 2021 | 6 Months 2020 | | :--- | :--- | :--- | :--- | :--- | | Net Earnings Attributable to Whirlpool | $581 | $30 | $1,014 | $184 | | Earnings Before Interest and Taxes (EBIT) | $719 | $86 | $1,363 | $350 | | Restructuring Charges | $8 | $118 | $28 | $123 | | (Gain) Loss on Disposal of Businesses | $(120) | $0 | $(120) | $0 | | **Ongoing EBIT** | **$607** | **$204** | **$1,271** | **$473** | | Ongoing EBIT Margin | 11.4% | 5.0% | 11.9% | 5.7% | **Reconciliation of Diluted Earnings Per Share:** | Metric | 3 Months 2021 | 3 Months 2020 | | :--- | :--- | :--- | | Diluted Earnings Per Share | $9.15 | $0.47 | | Restructuring Charges | $0.13 | $1.89 | | (Gain) Loss on Disposal of Businesses | $(1.89) | $0 | | Income Tax Impact | $0.44 | $(0.42) | | Normalized Tax Rate Adjustment | $(1.19) | $0.13 | | **Ongoing Diluted Earnings Per Share** | **$6.64** | **$2.07** | **Reconciliation of Free Cash Flow (FCF) (Millions of USD):** | Metric | 6 Months 2021 | 6 Months 2020 | | :--- | :--- | :--- | | Cash Flow from Operating Activities | $646 | $(745) | | Capital Expenditures | $(184) | $(155) | | Proceeds from Sale of Assets and Businesses | $298 | $27 | | Changes in Restricted Cash | $9 | $0 | | **Free Cash Flow** | **$769** | **$(873)** | [FORWARD-LOOKING PERSPECTIVE](index=44&type=section&id=FORWARD-LOOKING%20PERSPECTIVE) **Full-Year 2021 Outlook:** | Metric | Current Outlook | | :--- | :--- | | Expected Diluted Earnings Per Share | ~$26.95 | | Operating Cash Flow | ~$1,950 million | | Free Cash Flow | ~$1,700 million | | Capital Expenditures | ~$600 million | | Restructuring Cash Spending | ~$225 million | | **Industry Demand Growth:** | | | North America | 10%+ | | EMEA | 2%—4% | | Latin America | 2%—4% | | Asia | 6%—8% | [OTHER MATTERS](index=45&type=section&id=OTHER%20MATTERS) - The company's prior anti-dumping and safeguard petitions resulted in tariffs on certain large residential washing machines, with safeguard measures extended to **February 2023**, imposing **15% to 35% tariffs** on imported washers and parts[215](index=215&type=chunk)[216](index=216&type=chunk) - The company expects continued impact from global semiconductor shortages, tight raw material supply, and cost inflation in the second half of 2021, which could materially adversely affect financial statements[217](index=217&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=45&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company's market risk exposures have not significantly changed since December 31, 2020 - The company's market risk exposures have not significantly changed since December 31, 2020[218](index=218&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=45&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management assessed the effectiveness of disclosure controls and procedures as of June 30, 2021, concluding they are effective with no significant internal control changes - As of **June 30, 2021**, the company's Chief Executive Officer and Chief Financial Officer evaluated and determined that disclosure controls and procedures are effective at a reasonable assurance level[219](index=219&type=chunk) - No significant changes in internal control were reported this quarter[219](index=219&type=chunk) [PART II. OTHER INFORMATION](index=46&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity security sales, and other miscellaneous disclosures [ITEM 1. LEGAL PROCEEDINGS](index=46&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) This chapter references detailed information on the company's legal proceedings and contingencies, including tax disputes and antitrust investigations, which may materially impact financial statements - Legal proceedings information is detailed in Note 7, "Commitments and Contingencies," and Note 13, "Other Income Tax Matters," to the Consolidated Condensed Financial Statements[222](index=222&type=chunk) [ITEM 1A. RISK FACTORS](index=46&type=section&id=ITEM%201A.%20RISK%20FACTORS) This chapter updates the company's risk factors, emphasizing operational risks from supplier capabilities, supply chain disruptions, and raw material inflation - No material changes to risk factors have occurred since the annual report as of December 31, 2020, but operational risks, particularly supplier delivery capabilities and manufacturing disruptions, may affect global business performance[223](index=223&type=chunk)[224](index=224&type=chunk) - The company anticipates continued impact from global semiconductor shortages, tight raw material supply, and cost inflation in future quarters, which could materially adversely affect financial statements[224](index=224&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=46&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) This chapter discloses the company's stock repurchase activities during Q2 2021 and updates the remaining amount under the board-authorized repurchase program - On **April 19, 2021**, the Board authorized an additional **$2 billion** stock repurchase program with no expiration date, with approximately **$2.3 billion** remaining under the program as of **June 30, 2021**[225](index=225&type=chunk) **Summary of Common Stock Repurchases for the Three Months Ended June 30, 2021 (Millions of USD, except shares and average price per share):** | Period | Total Number of Shares Repurchased | Average Price Paid Per Share | Total Number of Shares Repurchased Under Publicly Announced Plans | Approximate Dollar Value of Shares That May Yet Be Repurchased Under the Plans | | :--- | :--- | :--- | :--- | :--- | | April 1 to April 30, 2021 | — | — | — | $2,381 | | May 1 to May 31, 2021 | 61,500 | $236.78 | 61,500 | $2,366 | | June 1 to June 30, 2021 | 152,676 | $232.08 | 152,676 | $2,331 | | **Total** | **214,176** | **$233.43** | **214,176** | | [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=47&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) There were no defaults upon senior securities during this quarter - No defaults upon senior securities[228](index=228&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=47&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This disclosure is not applicable - Not applicable[228](index=228&type=chunk) [ITEM 5. OTHER INFORMATION](index=47&type=section&id=ITEM%205.%20OTHER%20INFORMATION) No other information is disclosed this quarter - No other information[228](index=228&type=chunk) [ITEM 6. EXHIBITS](index=47&type=section&id=ITEM%206.%20EXHIBITS) This chapter lists various exhibits filed with the report, including CEO and CFO certifications and XBRL files - Exhibits include certifications by the Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act, as well as XBRL instance and taxonomy extension files[229](index=229&type=chunk)

Second Quarter 2021 Earnings Review THURSDAY, JULY 22, 2021 Cautionary Statement 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 future financial results, long-term value creation goals, restructuring and repurchase expectations, produc ...

Whirlpool Corporation (NYSE:WHR) Q1 2021 Earnings Conference Call April 22, 2021 8:00 AM ET Company Participants Roxanne Warner - Director of Investor Relations Marc Bitzer - Chairman & Chief Executive Officer Jim Peters - Chief Financial Officer Conference Call Participants Michael Rehaut - JPMorgan Sam Darkatsh - Raymond James Susan Maklari - Goldman Sachs Eric Bosshard - Cleveland Research Mike Dahl - RBC Capital Markets David MacGregor - Longbow Research Ken Zener - KeyBanc Capital Markets Curtis Nagle ...

First Quarter 2021 Earnings Review THURSDAY, APRIL 22, 2021 Cautionary Statement 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 future financial results, long-term value creation goals, restructuring expectations, productivity, raw mat ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________________________________________ FORM 10-Q ________________________________________________________ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ 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 specifi ...

Raymond James 42nd Annual Institutional Investors Conference 1 In Constant Pursuit of Improving Life at Home2 3 #1 in 6 of Our Top 10 Countries | --- | --- | --- | --- | |----------------|-----------------------------------------------|---------------------|-----------| | | Leading Kitchen and Laundry Appliance Company | | | | Global Leading | Best Brand | Proven Track Record | Best Cost | | Scale | Portfolio | of Innovation | Position | | | | | | | | | | | Five Brands with $1B+ in Sales Five Brands with >$ ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______ Commission file number 1-3932 WHIRLPOOL CORPORATION (Exact name of registrant as specified in its charter) Delaware 38-1490038 (State of Incorpo ...

| --- | --- | --- | --- | --- | --- | --- | --- | |-------|-------|-------|-------|-------|-----------------|-------|-------------------------------------------------| | | | | | | | | | | | | | | | | | | | | | | | | Earnings Review | | Fourth Quarter 2020 THURSDAY, JANUARY 28, 2020 | | | | | | | | | | Cautionary Statement 2 This document contains forward-looking statements about Whirlpool Corporation and its consolidated subsidiaries ("Whirlpool") that speak only as of this date. Whirlpool disclaims any obl ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________________________________________ FORM 10-Q ________________________________________________________ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR 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 speci ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________________________________________ FORM 10-Q ________________________________________________________ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR 2000 North M-63 Benton Harbor, Michigan 49022-2692 (Address of principal executive offices) (Zip Code) ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHA ...