Assets And Liabilities Held For Sale

3 Months Ended

Mar. 31, 2021

Discontinued Operations and Disposal Groups [Abstract]

ASSETS AND LIABILITIES HELD FOR SALE

Whirlpool China Partial Tender Offer

On August 25, 2020, Guangdong Galanz Household Appliances Manufacturing Co., Ltd. (“Galanz”) announced its intention to pursue a partial tender offer for majority control of Whirlpool China Co. Ltd. (“Whirlpool China”), a majority-owned subsidiary of the Company with shares listed on the Shanghai Stock Exchange. In its announcement, Galanz notes that it expects to offer RMB 5.23 per share (approximately $0.76 per share as of August 25, 2020) to obtain no less than 51% and no more than 61% of Whirlpool China’s outstanding shares. This share price offer is equal to the daily weighted average trading price for Whirlpool China stock over the 30 trading days prior to the announcement.

In the first quarter of 2021, our Board of Directors approved the partial tender of shares of Whirlpool China. On March 26, 2021, Galanz received the final antitrust approval needed to proceed to launch the offer, and a formal partial tender offer was launched by Galanz on March 31, 2021 and is expected to be completed during the second quarter of 2021. Upon successful completion of the partial tender offer, the Company expects to hold a noncontrolling interest of approximately 20% in Whirlpool China.

Whirlpool China is reported within our Asia reportable segment and met the criteria for held for sale accounting during the first quarter of 2021. The operations of Whirlpool China did not meet the criteria to be presented as discontinued operations. The following table presents the carrying amounts of the major classes of Whirlpool China’s assets and liabilities as of March 31, 2021 and December 31, 2020.


Millions of dollars	March 31, 2021		December 31, 2020
Cash and cash equivalents	$	317	$	324
Accounts receivable, net of allowance of $11 and $11, respectively (1)	97		85
Inventories	108		98
Prepaid and other current assets	73		93
Property, net of accumulated depreciation of $193 and $189, respectively	304		309
Other noncurrent assets (2)	277		283
Total assets	$	1,176	$	1,192

Accounts payable	$	220	$	216
Accrued expenses	51		53
Other current liabilities	259		254
Other noncurrent liabilities	5		7
Total liabilities	$	535	$	530

(1) Intercompany net receivables of $171 million, which become third party balances upon closure of the transaction and form part of the

carrying value of Whirlpool China, are excluded from the table above.

(2) Other non current assets include allocated goodwill of $80 million.

Upon closing, the transaction will result in the deconsolidation of Whirlpool China. The gain on sale will equal the difference between the total transaction amount and the carrying value of Whirlpool China. The total transaction amount includes the consideration received from the sale of Whirlpool China shares, the fair value of the interest retained and the carrying value of the non-controlling interest in Whirlpool China. The fair value of the interest retained will be based on the ownership amount and the stock price on the date of the transaction. The carrying value of the non-controlling interest is approximately $785 million as of March 31, 2021.

The following table summarizes Whirlpool China’s earnings (loss) available to Whirlpool before income taxes and earnings attributable to noncontrolling interests for the three months ended March 31, 2021 and 2020:


	Three Months Ended March 31,
in millions		2021		2020
Earnings (loss) before income taxes		$	(3)	$	(17)
Earnings (loss) attributable to noncontrolling interests		$	(1)	$	(8)