Document
true0000106640WHIRLPOOL CORP /DE/Common stock, par value $1.00 per shareWHR
0000106640
2019-05-31
2019-05-31
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us-gaap:CommonStockMember
2019-05-31
2019-05-31
0000106640
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us-gaap:SeniorNotesMember
2019-05-31
2019-05-31
0000106640
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us-gaap:CommonStockMember
2019-05-31
2019-05-31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 31, 2019
WHIRLPOOL CORPORATION
(Exact name of registrant as Specified in Charter)
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Delaware | | 1-3932 | | 38-1490038 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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2000 North M-63, | | | | |
Benton Harbor, | Michigan | | | | 49022-2692 |
(Address of principal executive offices) | | | | (Zip Code) |
Registrant’s telephone number, including area code (269) 923-5000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
Common stock, par value $1.00 per share | | WHR | | Chicago Stock Exchange | and | New York Stock Exchange |
0.625% Senior Notes due 2020 | | WHR 20 | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.05. Costs Associated With Exit or Disposal Activities.
Whirlpool Corporation (the “Company”) has previously disclosed that it has entered into a preliminary agreement to sell its Naples, Italy manufacturing plant to a third-party purchaser and to support costs associated with the transition. In its third-quarter Form 10-Q, the Company reported that it had incurred $29 million in asset impairment and other costs related to the restructuring. The Company estimated that approximately $122 million of the $127 million total costs will be incurred in 2019 and that approximately $73 million of the $98 million in estimated total cash expenditures will occur in 2019. In its third-quarter Form 10-Q, the Company reported that the actions would be completed in 2020.
The Company is filing this Form 8-K/A to report that, based on further discussions with unions and the Italian government, the Company will continue production at the Naples manufacturing plant in the near-term and resume negotiations with unions and the Italian government related to the Company’s exit of the plant. The Company’s preliminary agreement to sell the plant to a third-party purchaser remains in place, subject to these further negotiations. The Company intends to complete its restructuring and cease production in the plant in the coming months with exit expected in 2020. As a result of the decision to continue production, the Company now estimates that approximately $40 to $50 million of the $127 million total costs will be incurred in 2019 and that the remainder will occur in 2020. The Company also believes that substantially all of the $98 million in estimated cash expenditures will occur in 2020.
The Company is leaving its previously issued guidance unchanged; however, it is likely that the Company is trending toward the upper end of its GAAP earnings per share guidance range.
The Company's original Form 8-K was filed June 6, 2019 to report on a May 31, 2019 announcement regarding Whirlpool EMEA's intention to reconvert the Naples plant.
Cautionary Statements Regarding Forward-looking Statements
Certain statements in this current report relating to the Company’s anticipated charges and cash expenditures, and the timing for completion of these actions, as well as the Company's earnings per share guidance, constitute “forward-looking statements” within the meaning of the federal securities laws. These statements reflect management’s current expectations regarding future events and speak only as of the date of this current report. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance and will not necessarily be accurate indications of whether or not, or the times at or by which, events will occur. Actual performance may differ materially from that expressed or implied in such statements. Important factors that could cause actual results to differ materially from these expectations include, among other things, the risk that a final agreement with the purchaser may not be reached, that restructuring may be delayed beyond the Company's expectations, that associated transition costs may exceed the Company's expectations, and that guidance expectations may not be met. In addition to these risks, reference should also be made to the factors discussed under “Risk Factors” in Whirlpool Corporation’s periodic filings with the Securities and Exchange Commission. Although the forward-looking statements contained in this current report are based upon what are believed to be reasonable assumptions, investors cannot be assured that actual results will be consistent with these forward-looking statements, and the differences may be material. These forward-looking statements are made as of the date of this current report and, except as expressly required by applicable law, Whirlpool Corporation assumes no obligation to update or revise them to reflect new events or circumstances.
Website Disclosure
We routinely post important information for investors on our website, whirlpoolcorp.com, in the "Investors" section. We also intend to update the Hot Topics Q&A portion of this webpage as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investors section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our webpage is not incorporated by reference into, and is not a part of, this document.
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.
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Date: October 31, 2019 | WHIRLPOOL CORPORATION |
By: /s/ BRIDGET K. QUINN
Name: Bridget K. Quinn
Title: Assistant General Counsel and Corporate Secretary