0001021408-01-508305.txt : 20011019 0001021408-01-508305.hdr.sgml : 20011019 ACCESSION NUMBER: 0001021408-01-508305 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011016 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011017 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: 1934 Act SEC FILE NUMBER: 001-03932 FILM NUMBER: 1760935 BUSINESS ADDRESS: STREET 1: WHIRLPOOL CNTR 2000 M 63 STREET 2: C/O CORPORATE SECRETARY CITY: BENTON HARBOR STATE: MI ZIP: 49022-2692 BUSINESS PHONE: 6169235000 MAIL ADDRESS: STREET 1: WHIRLPOOL CTR 2000 M 63 STREET 2: C/O CORPORATE SECRETARY CITY: BENTON HARBOR STATE: MI ZIP: 49022-2692 FORMER COMPANY: FORMER CONFORMED NAME: WHIRLPOOL SEEGER CORP DATE OF NAME CHANGE: 19710824 8-K 1 d8k.txt FORM 8-K 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) October 16, 2001 WHIRLPOOL CORPORATION ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-3932 38-1490038 -------------------------------------- -------------------------- ---------------------------------- (State or other jurisdiction (Commission 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 ------------ (a) On October 16, 2001, the Company announced its third quarter 2001 core earnings of $1.46 per diluted share, reflecting a 49 percent increase from third quarter 2000. Core earnings per share increased to $1.46 from $.98 in third quarter 2000, and core earnings grew to $101 million from $67 million. Core earnings exclude restructuring and related charges of $11 million after tax and minority interest, and a charge of $184 million after tax ($300 million pre-tax) for a recall of microwave-hood combination units in North America. After the restructuring and charges for the recall, the Company reported a net loss of $94 million, or $1.40 per share. The Company revised its previous full-year guidance of a 10-to-15 percent increase in core earnings-per-share from 2000, and now expects a 5-to-10 percent increase in 2001. (b) On October 16, 2001, the Company announced a voluntary recall of approximately 1.8 million Whirlpool, KitchenAid and Sears Kenmore brand over-the-range microwave-hood combinations. The Company recorded a charge of $184 million after tax ($300 million pre-tax) related to the recall. Item 7. Financial Statements and Exhibits --------------------------------- Copy of press release dated October 16, 2001 announcing the Company's third quarter 2001 earnings. See Exhibit A. Copy of press release dated October 16, 2001 announcing the Company's voluntary recall of over-the-range microwave hood combinations. See Exhibit B. 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 17, 2001 By: /s/ Robert T. Kenagy ----------------------------- Name: Robert T. Kenagy Title: Corporate Secretary EX-99.A 3 dex99a.txt PRESS RELEASE DATED 10-16-01 FOR THIRD QUARTER [LETTERHEAD OF WHIRLPOOL CORPORATION] Whirlpool Corporation's Third-Quarter Core EPS Increase 49 Percent; Company Expects Record Full-Year Core EPS; Records Charge For Product Recall BENTON HARBOR, Mich., Oct. 16, 2001--Whirlpool Corporation (NYSE:WHR) today announced third quarter core earnings per share of $1.46 per diluted share, a 49 percent increase from third quarter 2000. "Our business delivered solid results as we faced challenging economic and industry environments in every market around the world," said David R. Whitwam, chairman and chief executive officer, Whirlpool Corporation. "These results are due to the success of Whirlpool's brands and innovative products, as well as cost savings from productivity improvements and restructuring activities." Core earnings per share increased to $1.46 from $.98 in third quarter 2000, and core earnings grew to $101 million from $67 million. Core earnings exclude restructuring and related charges of $11 million after tax and minority interest, and a charge of $184 million after tax for a recall of microwave-hood combination units in North America. After the restructuring and charges for the recall, the company reported a net loss of $94 million, or $1.40 per share. Net sales of $ 2.6 billion increased slightly from the prior year quarter--but were up 4 percent absent currency translations. The company generated $360 million of cash flow through September. Full- year cash flow--including cash outflow for restructuring activities and the 2001 product recall charges--is expected to exceed $450 million. "Following the recent rise of global economic uncertainties and the decline in industry projections, we have revised our previous full-year guidance of a 10-to-15 percent increase in core earnings-per-share, and now expect a 5-to-10 percent increase in 2001," said Whitwam. "Based on the fundamental strength of our businesses, we remain confident that Whirlpool Corporation will continue to outperform the industry and deliver record core earnings per share for the full year." Whirlpool North America posted record third-quarter sales and operating profits. Operating profits were up 37 percent on strong brand demand and new products sold through the company's value-added distribution channels, which led to record third quarter volumes and higher average selling prices. --more-- Page Two/Whirlpool Corporation's Third-Quarter Core EPS Increase 49 Percent Based on current U.S. economic conditions and projections, the company now anticipates industry unit shipments will be down 3 percent for the full year. In this environment, the company continues to expect improved second half and full- year performances for Whirlpool North America compared to last year. During the quarter, the company's new range of energy efficient appliances received outstanding consumer acceptance. The company began shipping the highly anticipated Whirlpool brand Duet(TM) clothes washer and dryer pair, and Sears launched the Kenmore Elite(R) HE3t(TM) washer and dryer. The Duet and HE3t represent the best performing and most energy efficient front loading washer technologies on the market today. Consumers who want energy efficiency with top- load design are choosing the innovative Whirlpool brand and Sears Kenmore Elite(R) washer with Calypso(TM) Wash Motion. In refrigeration, the Whirlpool brand Conquest(TM) side-by-side is popular with consumers because of its stylish contoured doors and its energy efficient performance that exceeds U.S. Department of Energy standards by 10 percent. Whirlpool Europe's performance was influenced by continuing economic challenges and an appliance industry market that was down 3 to 5 percent compared to third quarter 2000. In this environment, sales were down 6 percent, or 4 percent excluding currency translations. Operating margins improved 2 points over second quarter 2001 as a result of productivity gains, reduced spending and benefits from restructuring efforts. For the full year, the company now expects industry appliance shipments to be down 1 to 2 percent. Whirlpool Europe continues to expect sequential margin improvement in the fourth quarter. Whirlpool Latin America's operating profit improved 26 percent in an environment of unfavorable currency translations and slowing industry unit shipments. Sales were down 19 percent, or down 1 percent excluding currency translations, while appliance industry unit shipments declined 13 percent compared to last year. Strong operating profits resulted from increased exports, productivity and cost improvements, and the continued gains from restructuring activities. For the full year, the company continues to expect industry unit shipments will decline approximately 3 percent. Despite uncertainty and volatility in the region, the company continues to believe it will deliver substantial improvement in full-year operating earnings. Demand for energy efficient Brastemp brand and Consul brand refrigerators was strong throughout the quarter due to the leading positions of both brands in the market, as well as the energy conservation requirements in Brazil. Whirlpool Asia reported a 3 percent increase in sales, or a 7 percent improvement excluding currency translations. Third quarter operating profits improved in India and China compared to last year. Slowing industry unit shipments and the negative impact of currency led to lower operating profits in other areas of the region. During the fourth quarter, the company expects market growth in China to continue, and industry unit demand in India and other markets to remain essentially even with third quarter 2001. The company anticipates full-year performance in the region to approximate last year's levels. --more-- Page Three/Whirlpool Corporation's Third-Quarter Core EPS Increase 49 Percent Charge For Product Recall During the third quarter, the company recorded a charge of $300 million, pre tax, for costs associated with its announced recall of microwave-hood combination units. The voluntary recall is based on a safety issue that involves about 1.8 million Whirlpool, KitchenAid and Sears Kenmore brand "over the range" microwave-hood combinations. The projected $184 million after-tax cash cost of the recall will occur over the next several quarters. "The most important focus of our company has been, and always will be, the safety of our customers and the trust we have built with those customers around our brands, our products and our services," said Whitwam. "The recall actions we announced today are based on that focus and trust. In cooperation with the Consumer Products Safety Commission, we are moving quickly and effectively to correct the situation for consumers." Also during the quarter, the company recorded pre-tax charges of $14 million ($11 million after tax) for restructuring and restructuring related activities, which included outsourcing parts distribution in the United States, and consolidating warehouse operations in Brazil. Year to date, restructuring activities have resulted in a pre-tax charge of $105 million and are expected to produce savings of about $43 million in 2001, increasing to approximately $84 million on an annualized basis. In total, the restructuring effort is expected to result in pre-tax charges of between $300 million to $350 million and produce annualized savings of between $225 million and $250 million. Specific details about additional restructuring items will be announced in the fourth quarter 2001 and in the first half of 2002. At 9:00 a.m. (EDT) Wednesday, Oct. 17, the company will be hosting a conference call, which can be heard by visiting www.WhirlpoolCorp.com and --------------------- clicking on the "Investors" button and then the "Conference Call Audio" menu item. 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 more than 170 countries. Additional information about the company can be found on the Internet at www.WhirlpoolCorp.com. This news release contains forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. In addition to the expected appliance industry results for 2001 noted in this news release, there are certain factors that could cause results to differ materially from those anticipated by some of the statements made. These factors are listed in the company's most recently filed Form 10-Q and/or Form 10-K. # # # CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS (UNAUDITED) WHIRLPOOL CORPORATION FOR THE PERIOD ENDED SEPTEMBER 30 (millions of dollars except share and dividend data)
Three Months Ended ------------------------ 2001 Pro-forma 2001 2000 -------------- ----------- ---------- Net sales $ 2,594 $ 2,594 $ 2,570 EXPENSES: Cost of products sold 1,979 1,988 1,973 Selling and administrative 392 392 417 Intangible amortization 7 7 7 Product recall costs - 300 - Restructuring costs - 5 - -------------- ----------- ---------- 2,378 2,692 2,397 -------------- ----------- ---------- OPERATING PROFIT 216 (98) 173 OTHER INCOME (EXPENSE): Interest and sundry income (expense) (15) (15) (11) Interest expense (41) (41) (49) -------------- ----------- ---------- EARNINGS BEFORE INCOME TAXES AND OTHER ITEMS 160 (154) 113 Income taxes 55 (64) 41 -------------- ----------- ---------- EARNINGS BEFORE EQUITY EARNINGS AND MINORITY INTERESTS 105 (90) 72 Equity in earnings of affiliated companies (1) (1) (3) Minority interests (3) (3) (2) -------------- ----------- ---------- EARNINGS FROM CONTINUING OPERATIONS BEFORE CUMULATIVE 101 (94) 67 EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE Loss from discontinued operations, net of tax - - - Cumulative effect of change in accounting principle, net of tax - - - -------------- ----------- ---------- NET EARNINGS $ 101 $ (94) $ 67 ============== =========== ========== Per share of common stock: Basic earnings from continuing operations $ 1.50 $ (1.40) $ .98 Loss from discontinued operations, net of tax - - - Cumulative effect of change in accounting principle, net of tax - - - -------------- ----------- ---------- Basic net earnings $ 1.50 $ (1.40) $ .98 ============== =========== ========== Diluted earnings from continuing operations $ 1.46 $ (1.40) $ .98 Loss from discontinued operations, net of tax - - - Cumulative effect of change in accounting principle, net of tax - - - -------------- ----------- ---------- Diluted net earnings $ 1.46 $ (1.40) $ .98 ============== =========== ========== Dividends declared $ .34 $ .34 $ .34 ============== =========== ========== Year-to-Date ------------------------ 2001 Pro-forma 2001 2000 -------------- ----------- ---------- Net sales $ 7,695 $ 7,695 $ 7,746 EXPENSES: Cost of products sold 5,901 5,936 5,873 Selling and administrative 1,200 1,203 1,211 Intangible amortization 20 20 22 Product recall costs - 300 - Restructuring costs - 67 - -------------- ----------- ---------- 7,121 7,526 7,106 -------------- ----------- ---------- OPERATING PROFIT 574 169 640 OTHER INCOME (EXPENSE): Interest and sundry income (expense) (26) (26) (24) Interest expense (128) (128) (132) -------------- ----------- ---------- EARNINGS BEFORE INCOME TAXES AND OTHER ITEMS 420 15 484 Income taxes 149 (3) 177 -------------- ----------- ---------- EARNINGS BEFORE EQUITY EARNINGS AND MINORITY INTERESTS 271 18 307 Equity in earnings of affiliated companies 2 2 3 Minority interests (11) (7) (9) -------------- ----------- ---------- EARNINGS FROM CONTINUING OPERATIONS BEFORE CUMULATIVE 262 13 301 EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE Loss from discontinued operations, net of tax - (21) - Cumulative effect of change in accounting principle, net of tax - 8 - -------------- ----------- ---------- NET EARNINGS $ 262 $ - $ 301 ============== =========== ========== Per share of common stock: Basic earnings from continuing operations $ 3.94 $ .20 $ 4.21 Loss from discontinued operations, net of tax - (0.32) - Cumulative effect of change in accounting principle, net of tax - 0.12 - -------------- ----------- ---------- Basic net earnings $ 3.94 $ - $ 4.21 ============== =========== ========== Diluted earnings from continuing operations $ 3.87 $ .20 $ 4.18 Loss from discontinued operations, net of tax - (0.32) - Cumulative effect of change in accounting principle, net of tax - 0.12 - -------------- ----------- ---------- Diluted net earnings $ 3.87 $ - $ 4.18 ============== =========== ========== Dividends declared $ 1.02 $ 1.02 $ 1.02 ============== =========== ==========
Note: 2001 Pro-forma excludes a loss from discontinued operations, a change in accounting principle, restructuring, and one-time charges related to restructuring within COGS and SG&A; and costs associated with the company's announced product recall. CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED) WHIRLPOOL CORPORATION (millions of dollars)
September 30 December 31 2001 2000 ------------ ----------- ASSETS CURRENT ASSETS -------------- Cash and equivalents $ 157 $ 114 Trade receivables, less allowances of (2001: $93 ;2000: $103 ) 1,700 1,748 Inventories 1,081 1,119 Prepaid expenses and other 236 206 Deferred income taxes 144 50 ------------ ----------- TOTAL CURRENT ASSETS 3,318 3,237 OTHER ASSETS ------------ Investment in affiliated companies 125 113 Intangibles, net 729 762 Deferred income taxes 226 253 Other 613 403 ------------ ----------- 1,693 1,531 PROPERTY, PLANT AND EQUIPMENT ----------------------------- Land 58 64 Buildings 798 838 Machinery and equipment 4,253 4,374 Accumulated depreciation (3,199) (3,142) ------------ ----------- 1,910 2,134 ------------ ----------- TOTAL ASSETS $ 6,921 $ 6,902 ============ =========== September 30 December 31 2001 2000 ------------ ----------- LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES ------------------- Notes payable $ 378 $ 961 Accounts payable 1,276 1,257 Employee compensation 256 256 Accrued expenses 915 795 Product recall liability 300 - Restructuring costs 15 5 Current maturities of long-term debt 17 29 ---------- --------- TOTAL CURRENT LIABILITIES 3,157 3,303 Other Liabilities ----------------- Deferred income taxes 157 175 Postemployment benefits 641 630 Other liabilities 123 168 Long-term debt 1,270 795 ---------- --------- 2,191 1,768 Minority Interests 130 147 STOCKHOLDERS' EQUITY -------------------- Common stock 85 84 Paid-in capital 467 393 Retained earnings 2,471 2,539 Unearned restricted stock - (11) Accumulated other comprehensive income (698) (495) Treasury stock - at cost (882) (826) ---------- --------- TOTAL STOCKHOLDERS' EQUITY 1,443 1,684 ---------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,921 $ 6,902 ========== =========
EX-99.B 4 dex99b.txt PRESS RELEASE DATED 10-16-01 FOR VOLUNTARY RECALL [LETTERHEAD OF WHIRLPOOL CORPORATION] WHIRLPOOL ANNOUNCES VOLUNTARY RECALL OF OVER-THE-RANGE MICROWAVE HOOD COMBINATIONS IMMEDIATE ACTION TAKEN TO ENSURE CONSUMER SAFETY AND CONVENIENCE --RECALL DOES NOT AFFECT COUNTERTOP MICROWAVE MODELS-- BENTON HARBOR, Mich., October 16, 2001--In cooperation with the U.S. Consumer Product Safety Commission (CPSC), Whirlpool Corporation, of Benton Harbor, MI, is voluntarily recalling approximately 1.8 million Whirlpool, KitchenAid and Sears Kenmore brand over-the-range microwave-hood combinations. The recall does not include any countertop microwaves or built-in oven microwave combinations. --- Use of the microwave-hood unit, before the unit is properly repaired, poses a risk of fire. Whirlpool has identified seven incidents of fire that may be connected to the microwave-hood combination and have resulted in property damage. No injuries have been reported. Whirlpool has taken immediate action to ensure consumer safety and convenience through this voluntary recall: . Whirlpool is advising consumers to immediately stop using and unplug this product to eliminate any possible hazard. . Consumers should visit www.repair.whirlpool.com or call (800) 785- 8897 -------------------- for more information, beginning 8:00 a.m., Wednesday, Oct. 17. --more-- PAGE TWO/ WHIRLPOOL ANNOUNCES VOLUNTARY RECALL OF OVER-THE-RANGE MICROWAVE HOOD COMBINATIONS This recall involves Whirlpool, KitchenAid and Sears Kenmore brand microwave-hood units with serial numbers that begin with XC. The serial numbers, as well as the model numbers, can be found on a label on the bottom edge of the oven space inside the microwave-hood unit door. Department, mass merchandise and appliance stores, as well as home builders, sold the microwave-hood units nationwide from January 1998 through September 2001. Whirlpool Chairman and Chief Executive Officer David R. Whitwam said, "Whirlpool always puts our customers first. What is most important to us is that the people who know and trust our brands have total confidence in the safety, reliability and durability of every product we make. Our actions are based on that trust, and in conjunction with the CPSC, we are moving quickly and effectively to correct the situation." 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 more than 170 countries. Additional information about the company can be found on the Internet at www.WhirlpoolCorp.com. This news release contains forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. In addition to the expected appliance industry results for 2001 noted in this news release, there are certain factors that could cause results to differ materially from those anticipated by some of the statements made. These factors are listed in the company's most recently filed Form 10-Q and/or Form 10-K. # # #