SEC Comment Letter 0000000000-24-003338 to WHIRLPOOL CORP /DE/ (WHR) (CIK 0000106640) (WHR)
WHIRLPOOL CORP /DE/ (WHR) (CIK 0000106640)
Date: March 28, 2024 · CIK: 0000106640 · Accession: 0000000000-24-003338
AI Filing Summary & Sentiment
File numbers found in text: 001-03932
Letter
United States securities and exchange commission logo March 28, 2024 James W. Peters Chief Financial Officer WHIRLPOOL CORP /DE/ 2000 North M-63 Benton Harbor, MI 49022 Re:WHIRLPOOL CORP /DE/ Form 10-K for the Fiscal Year Ended December 31, 2023 Filed February 14, 2024 File No. 001-03932 Dear James W. Peters: We have limited our review of your filing to the financial statements and related disclosures and have the following comment(s). Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2023 Notes to the Consolidated Financial Statements Note 15 - Acquisitions and Divestitures, page 113 1.We note your disclosure that pursuant to a contribution agreement with Arcelik, you will contribute your major domestic appliance European business operations into a newly formed European appliance company of which you will own 25%. We also note that you entered into a share purchase agreement with Arcelik for the sale of your Middle East and North Africa (“MENA”) business. We further note your disclosure that your European major domestic appliance business, including the MENA business, met the criteria for held for sale accounting during the fourth quarter of 2022 and that the operations of the European disposal group did not meet the criteria to be presented as discontinued operations. Please address the following items. •Tell us how you concluded the disposal group met the criteria for held for sale during the fourth quarter of 2022 in accordance with ASC 360-10-45. In your response, separately discuss the MENA business that will be sold to Arcelik and the European
FirstName LastNameJames W. Peters Comapany NameWHIRLPOOL CORP /DE/ March 28, 2024 Page 2 FirstName LastName James W. Peters WHIRLPOOL CORP /DE/ March 28, 2024 Page 2 major domestic appliance business operations that will be contributed into a newly formed company, including your consideration of the guidance in ASC 360-10-45- 15. •Provide us with your detailed analysis performed under ASC 205-20-45 in determining the disposal group did not qualify as discontinued operations. Separately discuss in your response the MENA business and the European major domestic appliance business.
In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact SiSi Cheng at 202-551-5004 or Hugh West at 202-551-3872 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
March 28, 2024
James W. Peters
Chief Financial Officer
WHIRLPOOL CORP /DE/
2000 North M-63
Benton Harbor, MI 49022
Re:WHIRLPOOL CORP /DE/
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed February 14, 2024
File No. 001-03932
Dear James W. Peters:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Notes to the Consolidated Financial Statements
Note 15 - Acquisitions and Divestitures, page 113
1.We note your disclosure that pursuant to a contribution agreement with Arcelik, you will
contribute your major domestic appliance European business operations into a newly
formed European appliance company of which you will own 25%. We also note that you
entered into a share purchase agreement with Arcelik for the sale of your Middle East and
North Africa (“MENA”) business. We further note your disclosure that your European
major domestic appliance business, including the MENA business, met the criteria for
held for sale accounting during the fourth quarter of 2022 and that the operations of the
European disposal group did not meet the criteria to be presented as discontinued
operations. Please address the following items.
•Tell us how you concluded the disposal group met the criteria for held for sale during
the fourth quarter of 2022 in accordance with ASC 360-10-45. In your response,
separately discuss the MENA business that will be sold to Arcelik and the European
FirstName LastNameJames W. Peters
Comapany NameWHIRLPOOL CORP /DE/
March 28, 2024 Page 2
FirstName LastName
James W. Peters
WHIRLPOOL CORP /DE/
March 28, 2024
Page 2
major domestic appliance business operations that will be contributed into a newly
formed company, including your consideration of the guidance in ASC 360-10-45-
15.
•Provide us with your detailed analysis performed under ASC 205-20-45 in
determining the disposal group did not qualify as discontinued operations. Separately
discuss in your response the MENA business and the European major domestic
appliance business.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact SiSi Cheng at 202-551-5004 or Hugh West at 202-551-3872 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing