-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UZtCB4XcFZfy2CWsSQZPFN1vlkRMz+eO+epYEN4UJloQw87uKY45YulemF88nvJN vQMvAAP/qpurMBqsPgmouw== 0000950131-97-006233.txt : 19971021 0000950131-97-006233.hdr.sgml : 19971021 ACCESSION NUMBER: 0000950131-97-006233 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971015 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971020 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHIRLPOOL CORP /DE/ CENTRAL INDEX KEY: 0000106640 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD APPLIANCES [3630] IRS NUMBER: 381490038 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-03932 FILM NUMBER: 97697830 BUSINESS ADDRESS: STREET 1: WHIRLPOOL CNTR 2000 M 63 STREET 2: C/O CORPORATE SECRETARY CITY: BENTON HARBOR STATE: MI ZIP: 49022 BUSINESS PHONE: 6169235000 MAIL ADDRESS: STREET 1: WHIRLPOOL CTR 2000 M 63 STREET 2: C/O CORPORATE SECRETARY CITY: CENTON HARBOR STATE: MI ZIP: 49022 FORMER COMPANY: FORMER CONFORMED NAME: WHIRLPOOL SEEGER CORP DATE OF NAME CHANGE: 19710824 8-K 1 FORM 8-K 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) October 15, 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 Item 5. Other Events On October 15, 1997, the registrant reported third quarter earnings for 1997. The Company reported a third-quarter 1997 net loss of $218 million, or $2.90 per share, versus earnings of $21 million, or 28 cents per share, for the same period in 1996; however, on an ongoing basis, the company posted a 55 percent increase in net earnings for the quarter. Results for the period include a previously announced pre-tax charge of $361 million to better align the company's cost structure within the global home-appliance marketplace, which is expected to result in annual savings of about $180 million when fully implemented by year 2000. In addition, the results include a pre-tax charge of $36 million to provide a reserve for certain Whirlpool Financial Corporation aerospace assets. Excluding the charges, third-quarter 1997 net earnings were $62 million, or 82 cents per share. In the third quarter of 1996 net earnings were $40 million, or 53 cents per share, excluding a pre-tax charge in that quarter. Net sales for the most-recent quarter, were $2 billion, down 5 percent from the third quarter of 1996. Removing the third quarter 1997 charges, nine-month earnings were $173 million, or $2.30 per share, up 33 percent from $130 million, or $1.73 per share, through September 1996, excluding the third quarter 1996 pre-tax charge. Year-to-date net sales reached $6.1 billion, down about 5 percent from the first three quarters of 1996. On October 16, 1997 the registrant announced the completion of the sale of Whirlpool Financial Corporation's inventory finance business, and certain other assets, to Transamerica Distribution Finance Corporation. Item 7. Financial Statements and Exhibits Exhibit 1 --------- Copy of a press release dated October 15, 1997 reporting Company earnings for the third quarter 1997. Exhibit 2 --------- Copy of a press release dated October 16, 1997 reporting the completion of the sale of Whirlpool Financial Corporation's inventory finance business, and certain other assets, to Transamerica Distribution Finance Corporation. 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: October 20, 1997 By: /s/ Daniel F. Hopp ----------------------------------- Name: Daniel F. Hopp Title: Vice President, General Counsel and Secretary EX-99.1 2 PRESS RELEASE DATED 10/15/1997 EXHIBIT 1 --------- Contract: Christopher Wyse 616/923-3417 Christopher_J_Wyse@email.whirlpool.com WHIRLPOOL CORPORATION, AS EXPECTED, REPORTS THIRD-QUARTER LOSS FROM RESTRUCTURING; OPERATING IMPROVEMENTS CONTINUE BENTON HARBOR, Mich. -- Oct. 15, 1997 -- Whirlpool Corporation (NYSE: WHR), as expected, announced today a third-quarter 1997 net loss of $218 million, or $2.90 per share, versus earnings of $21 million, or 28 cents per share, for the same period in 1996; however, on an ongoing basis, the company posted a 55 percent increase in net earnings for the quarter. Results for the period include a previously announced pre-tax charge of $361 million to better align the company's cost structure within the global home-appliance marketplace, which is expected to result in annual savings of about $180 million when fully implemented by year 2000. In addition, the results include a pre-tax charge of $36 million to provide a reserve for certain Whirlpool Financial Corporation aerospace assets. Excluding the charges, third-quarter 1997 net earnings were $62 million, or 82 cents per share. In the third quarter of 1996 net earnings were $40 million, or 53 cents per share, excluding a pre-tax charge in that quarter. Net sales for the most-recent quarter, were $2 billion, down 5 percent from the third quarter of 1996. Removing the third quarter 1997 charges, nine-month earnings were $173 million, or $2.30 per share, up 33 percent from $130 million, or $1.73 per share, through September 1996, excluding the third quarter 1996 pre-tax charge. Year-to-date net sales reached $6.1 billion, down about 5 percent from the first three quarters of 1996. "Our recently announced plans to purchase majority interest in our Latin American affiliate, Brasmotor S.A., combined with the realignment of our cost structure and the pending sale of most of Whirlpool Financial's assets, position Whirlpool for outstanding value creation going forward," said Whirlpool Chairman and CEO David R. Whitwam. In North America, Whirlpool's third-quarter product shipments increased slightly, while revenues declined about 2 percent compared with the same period - more - [WHIRLPOOL LOGO] Administrative Center, Benton Harbor, Michigan 49022 in 1996. However, the company's operating profit and margins, excluding the charges, remain strong. The company continues to perform well in this mature marketplace, despite intense competitive and pricing pressures. The company expects full-year industry volumes to be down slightly from 1996, largely due to weak air conditioner sales resulting from a cool summer season. Whirlpool's European results improved for the third consecutive quarter, excluding the charge, as the company recorded higher unit shipments and dramatically increased operating profit for the quarter, versus a small operating loss in the third-quarter of 1996. The gains continue to be led by the company's extensive new product line, which provides improved margins. Whirlpool Europe's revenues were also about 8 percent higher, in local currency, absent the effect of currency translations. The company expects to continue its performance improvement even though full-year 1997 appliance-industry volumes are expected to be flat. Company earnings from Latin America fell 45 percent from a record high third quarter in 1996. However, the company continues to maintain its leading market position in Brazil and throughout Latin America, and it expects to see solid operating improvements in the fourth quarter as the Latin markets come into their traditionally strong appliance-buying season. Purchases of major home appliances, in Latin America, should increase solidly in the next decade with annual growth rates outpacing mature markets. Whirlpool Asia, as anticipated, sustained an operating loss. By year's end, the company expects to discontinue operations at two Chinese joint ventures and lower its costs in the region. After this refocusing of resources in China, the company currently expects to realize growth in both units and revenues, as well as significant operating performance improvements. A dramatic slowdown from prior years' growth levels, and increased competition, have created a challenging operating environment in India, the other major market in Whirlpool's Asian region. However, the company expects performance improvements in the fourth quarter, when the purchases of white- goods are historically strongest. - more - Whirlpool Financial Corporation (WFC), without the reserve charge, reported a significant increase in revenue and operating profit for the third quarter versus the same period in 1996. WFC is reflected as a discontinued operation, and Whirlpool will no longer report results for WFC as it anticipates completing the sale of most of WFC's assets to Transamerica Corporation, by year-end 1997. 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. ### CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS (UNAUDITED) WHIRLPOOL CORPORATION AND SUBSIDIARIES FOR THE PERIOD ENDED SEPTEMBER 30 (millions of dollars except share and dividend data)
Third Quarter Nine Months ------------------ ------------------ 1997 1996 1997 1996 -------- ------- ------- ------- Net sales $ 2,043 $ 2,155 $ 6,107 $ 6,397 EXPENSES: Cost of products sold 1,593 1,679 4,717 4,979 Selling and administrative 398 383 1,152 1,154 Intangible amortization 8 9 25 27 Restructuring costs 308 30 308 30 ------- ------- ------- ------- 2,307 2,101 6,202 6,190 ------- ------- ------- ------- OPERATING PROFIT (LOSS) (264) 54 (95) 207 OTHER INCOME (EXPENSE): Interest and sundry income (expense) (7) (1) (10) (8) Interest expense (37) (39) (110) (117) ------- ------- ------- ------- EARNINGS (LOSS) BEFORE INCOME TAXES AND OTHER ITEMS (308) 14 (215) 82 Income taxes (71) 18 (26) 51 ------- ------- ------- ------- EARNINGS (LOSS) FROM CONTINUING OPERATIONS BEFORE EQUITY EARNINGS AND MINORITY INTERESTS (237) (4) (189) 31 Equity in affiliated companies 15 20 61 61 Minority interests 22 4 32 9 ------- ------- ------- ------- EARNINGS (LOSS) FROM CONTINUING OPERATIONS (200) 20 (96) 101 Discontinued operations less applicable taxes (18) 1 (11) 10 ------- ------- ------- ------- NET EARNINGS (LOSS) $ (218) $ 21 $ (107) $ 111 ======= ======= ======= ======= Per share of common stock: Primary earnings (loss) from continuing operations $ (2.66) $ 0.27 $ (1.28) $ 1.35 Primary earnings (loss) from discontinued operations (0.24) 0.01 (0.14) 0.13 ------- ------- ------- ------- Primary earnings (loss) $ (2.90) $ 0.28 $ (1.42) $ 1.48 ======= ======= ======= ======= Cash dividends $ 0.34 $ 0.34 $ 1.02 $ 1.02 ======= ======= ======= =======
See notes to consolidated condensed financial statements. CONSOLIDATED CONDENSED BALANCE SHEETS WHIRLPOOL CORPORATION AND SUBSIDIARIES (millions of dollars)
Whirlpool Corporation (Consolidated) -------------------------- September 30 December 31 1997 1996 (Unaudited) (Audited) ------------ ---------- ASSETS CURRENT ASSETS Cash and equivalents $ 90 $ 129 Trade receivables, less allowances (1997: $63 ;1996: $45) 1,312 966 Financing receivables and leases, less allowances (1997: - ;1996: $12) - 1,400 Inventories 911 1,034 Other current assets 380 283 Net assets of discontinued operations 1,594 - ------- ------- TOTAL CURRENT ASSETS 4,287 3,812 Investments and other assets 1,026 830 Financing receivables and leases, less allowances (1997: - ;1996: $38) - 705 Intangibles, net 757 870 ------- ------- 1,783 2,405 Property, plant and equipment 3,683 3,839 Accumulated depreciation (2,119) (2,041) ------- ------- 1,564 1,798 ------- ------- TOTAL ASSETS $ 7,634 $ 8,015 ======= =======
Whirlpool Corporation (Consolidated) ---------------------------- September 30 December 31 1997 1996 (Unaudited) (Audited) ---------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Notes payable $2,055 $2,157 Accounts payable 810 983 Other current liabilities 1,128 882 ------ ------ TOTAL CURRENT LIABILITIES 3,993 4,022 Long-term debt 900 955 Postemployment benefits 573 563 Other liabilities 326 367 ------ ------ 1,799 1,885 Minority interests 131 182 STOCKHOLDERS' EQUITY Common stock 82 81 Paid-in capital 271 246 Retained earnings 1,734 1,918 Unearned restricted stock (6) (7) Currency translation adjustments (133) (76) Treasury stock - at cost (237) (236) ------ ------ TOTAL STOCKHOLDERS' EQUITY 1,711 1,926 ------ ------ TOTAL LIABILITIES AND EQUITY $7,634 $8,015 ====== ======
See notes to consolidated condensed financial statements. EX-99.2 3 PRESS RELEASE DATED 10/16/1997 EXHIBIT 2 Christopher Wyse 616/923-3417 Christopher_J_Wyse@email.whirlpool.com WHIRLPOOL CORPORATION FINALIZES SALE OF WHIRLPOOL FINANCIAL CORPORATION INVENTORY FINANCE BUSINESS BENTON HARBOR, Mich. -- Oct. 16, 1997 -- Whirlpool Corporation (NYSE: WHR) today announced that it has completed the sale of Whirlpool Financial Corporation's (WFC) inventory finance business, and certain other assets, to Transamerica Distribution Finance Corporation (TDF). On September 18, Whirlpool announced it had reached a definitive agreement to sell the inventory and consumer financing businesses of WFC to TDF as part of a strategic partnership. "The strategic partnership between Whirlpool and TDF will bring new service opportunities to our customers, while strengthening our mutual businesses," said John Cunningham, chief financial officer. The company expects to close the sale of WFC's Consumer and European finance businesses with TDF following appropriate regulatory approvals in the United States and overseas. 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. Transamerica Distribution Finance Corporation is a subsidiary of Transamerica Corporation, based in San Francisco, Calif. ### -----END PRIVACY-ENHANCED MESSAGE-----