Item 7.01 Regulation FD Disclosure
On June 27, 2022, Whirlpool Corporation (the "Company"), through its subsidiary
Whirlpool EMEA SpA, entered into a share purchase agreement with Arçelik
A.?.("Arcelik") to sell the Company's Russian business to Arcelik for deferred
payments. The sale includes the entirety of the Company's operations in Russia,
including the Company's manufacturing site in Lipetsk, Russia, and the sales
organization in Moscow, Russia, as well as sales operations in Kazakhstan and
other select CIS countries.
The deferred payments are expected to be made over a ten-year period and are
subject to a cap based on the net asset value of the business as of closing,
which is currently estimated at approximately €220 million. The deferred
payments, subject to regulatory authorization or confirmation, will be based on
business conditions, distributable reserves, defined liabilities, and cash and
receipts existing on the balance sheet at closing. The purchase agreement is
subject to additional conditions for closing, including obtaining regulatory
approval and other customary conditions. The sale is expected to be finalized in
the third quarter of 2022.
After closing, the Lipetsk site will continue to manufacture appliances under
the Indesit, Hotpoint and Stinol brands.
The Company expects to record a loss between $300 million to $400 million during
the second quarter of 2022 in connection with the transaction. The final amount
is subject to changes based on the movements in working capital accounts,
divestiture related costs and impacts of foreign currency.
The Company, as a U.S. company, is taking this action given the current
operating environment in Russia and has concluded the agreement to be the best
course of action for its employees, shareholders and overall business.
The Company does not expect to provide any further information regarding the
transaction until it reports earnings results for the second quarter.
The information in this Form 8-K is being furnished and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that Section. The
information in this Form 8-K shall not be deemed incorporated by reference into
any filing under the Securities Act of 1933, as amended, except as shall
otherwise be expressly set forth by specific reference in such filing.
Cautionary Statements Regarding Forward-looking Statements
Certain statements in this current report relating to the sale of the Company's
Russia business and amount and timing of deferred payments 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 that the sale transaction will be consummated during the referenced
time period or at all, or that the Company will receive deferred payments in an
amount equal to the capped amount. Important factors that could cause actual
results to differ materially from these expectations include, among other
things, the satisfaction of closing conditions, the receipt of required
regulatory approvals, and business conditions yielding deferred payment amounts
materially less than the capped amount. 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.
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