CONFORMED COPY
--------------
FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
For the plan year ended December 31, 2001
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
Commission file number 1-3932
Full title of plan: WHIRLPOOL 401(k) PLAN
Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
WHIRLPOOL CORPORATION
Administration Center
2000 North M-63
Benton Harbor, MI 49022-2692
Total Number of pages herein is 19 pages
The Exhibit Index appears on page 18
1
Reference is hereby made to the Financial Statements attached hereto which begin
on page F-1.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees of the Plan have duly caused this annual report to be signed by the
undersigned hereunto duly authorized.
WHIRLPOOL 401(k) PLAN
Date: June 17, 2002
By: /s/ John C. Anderson
-----------------------------------
Name: John C. Anderson
Title: Trustee and Chairman of the
Individual Trustees
3
Financial Statements and Supplemental Schedule
Whirlpool 401(k) Plan
Years ended December 31, 2001 and 2000
with Report of Independent Auditors
EIN 38-1490038
Plan #001
F-1
4
WHIRLPOOL 401(k) PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
YEARS ENDED DECEMBER 31, 2001 AND 2000
The following financial statements of the Whirlpool 401(k) Plan are submitted
herewith:
Page
----
Report of Independent Auditors ........................................ F-3
Financial Statements
Statements of Assets Available for
Benefits ..................................................... F-4
Statements of Changes in Assets Available
for Benefits ................................................. F-5
Notes to Financial Statements ......................................... F-6
Supplemental Schedule
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) ...... F-13
F-2
5
Report of Independent Auditors
The Trustees
Whirlpool 401(k) Plan
We have audited the accompanying statements of assets available for benefits of
the Whirlpool 401(k) Plan as of December 31, 2001 and 2000, and the related
statements of changes in assets available for benefits for the years then ended.
These financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for benefits of the Plan at December
31, 2001 and 2000, and the changes in its assets available for benefits for the
years then ended, in conformity with accounting principles generally accepted in
the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2001, is presented for purposes of
additional analysis and is not a required part of the financial statements but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audit of the financial statements and, in our opinion,
is fairly stated in all material respects in relation to the financial
statements taken as a whole.
Ernst & Young LLP
Chicago, IL
May 10, 2002
F-3
6
EIN 38-1490038
Plan #001
Whirlpool 401(k) Plan
Statements of Assets Available for Benefits
December 31
2001 2000
---------------------------------
Contributions receivable:
Employer $ 15,756,559 $ 12,420,758
Participant 5,144,356 4,122,173
Interest receivable - 565,764
Investments:
At fair value:
Mutual funds 416,061,684 474,888,429
Common and collective funds 155,777,425 108,702,166
Common stock of Whirlpool Corporation 103,001,058 110,951,247
Participant loans 41,169,351 39,292,581
At contract value:
Guaranteed investment contracts 8,989,693 21,767,338
-------------------------------
Total investments 724,999,211 755,601,761
-------------------------------
Assets available for benefits $745,900,126 $772,710,456
===============================
See accompanying notes.
F-4
7
EIN 38-1490038
Plan #001
Whirlpool 401(k) Plan
Statements of Changes in Assets Available for Benefits
Year ended December 31
2001 2000
---------------------------------
Additions
Dividends on Whirlpool Corporation common stock $ 3,327,779 $ 2,024,489
Other dividend income 12,337,712 53,638,531
Interest income 9,582,009 8,712,703
Other 12,435 -
---------------------------------
25,259,935 64,375,723
Employer contributions 15,756,559 12,420,758
Participant contributions 56,157,139 54,592,363
Rollover contributions 7,363,903 2,554,200
---------------------------------
79,277,601 69,567,321
---------------------------------
Total additions 104,537,536 133,943,044
Deductions
Benefit payments 83,293,841 61,966,851
Administrative expenses 223,605 111,350
---------------------------------
Total deductions 83,517,446 62,078,201
Net realized and unrealized appreciation (depreciation) in fair value
of investments:
Whirlpool Corporation common stock 51,001,989 (19,723,915)
Mutual funds (94,553,412) (139,296,747)
Common and collective funds (4,278,997) (3,821,408)
---------------------------------
(47,830,420) (162,842,070)
---------------------------------
Net decrease (26,810,330) (90,977,227)
Assets available for benefits:
Beginning of year 772,710,456 863,687,683
---------------------------------
End of year $745,900,126 $ 772,710,456
=================================
See accompanying notes.
F-5
8
EIN 38-1490038
Plan #001
Whirlpool 401(k) Plan
Notes to Financial Statements
Years ended December 31, 2001 and 2000
1. Description of Plan
The Whirlpool 401(k) Plan (the Plan) is a defined-contribution plan sponsored by
Whirlpool Corporation and participating subsidiaries (referred to as Employer,
Plan Sponsor, or Whirlpool). The following description of the Plan provides only
general information. Participants should refer to the Whirlpool 401(k) Plan
Summary Plan Description for a more complete description of the Plan's
provisions.
Eligibility
Essentially all U.S.-based full-time and part-time employees of Whirlpool are
eligible to participate upon employment. Participation in the Plan is voluntary.
The Plan allows each participant to make tax-deferred contributions to the Plan,
by payroll deduction, each payroll period, in any whole percentage of eligible
earnings up to 20% (15% prior to July 1, 2000), but not to exceed the maximum
allowable annual contribution, as determined by the Internal Revenue Code (IRC).
Such elections are made and can be adjusted on a daily basis by giving notice to
the custodian via the voice response system, to be effective, in most cases, as
of the beginning of the next payroll period. In addition, certain employees may
make additional tax-deferred contributions to the Plan by directing a portion of
any annual bonus due to the participant, of one or more designated bonus plans,
be deposited into the Plan. The amount of any such additional tax-deferred
contributions may be elected by the employee to equal the same percentage of any
annual bonus payment as is applied for payroll deduction purposes or in any
whole percentage between 0% and 75%, as the participant elects, provided,
however, that the deduction percentage applicable to a participant who is a
highly compensated participant may not exceed 15%.
Contributions and Vesting
Each year the Employer establishes performance goals. Performance is measured in
terms of annual balanced scorecard measures as determined by the Whirlpool Board
of Directors. The attainment of these goals results in an Employer matching
contribution based on the tax-deferred contributions of each employee that do
not exceed 5% of the employee's eligible earnings. Regardless of performance,
the Employer will make a guaranteed matching contribution of $.25 per dollar
that eligible employees contribute to the Plan. The matching contribution was
$.50 and $.38 per dollar of eligible employees' contributions in 2001 and 2000,
respectively. Employer matching contributions and tax-
F-6
9
Whirlpool 401(k) Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
deferred contributions are 100% vested at all times. Exempt employees, with the
exception of certain Whirlpool officers, became eligible for Employer matching
contributions as of January 1, 2000. Participants who terminate employment
during the year are not eligible for Employer matching contributions unless the
termination is due to the participant's retirement, death, disability, or a
reduction in work force.
Participants may direct employee contributions to one or a combination of
several fund alternatives offered by the Plan. Employer matching contributions
are initially invested in the Whirlpool Stock Fund (but may subsequently be
transferred to another investment fund in accordance with provisions of the
Plan).
Benefit Payments
On termination of service, a participant with an account balance of $5,000 or
less will receive a single lump-sum distribution equal to the value of his or
her account. Participants with account balances exceeding $5,000 can elect to
receive a lump-sum distribution or may elect a monthly installment option.
Monthly installments are paid over a period of time not to exceed nine years and
11 months.
Participant Accounts
Deposits and withdrawals from each investment fund and transfers among
investment funds are made at the direction of the participants' elections. The
Employer is responsible for determining that such transactions are in accordance
with the Plan.
Income, including market value adjustments, under each of these funds is
allocated to the participants' accounts daily based on each participant's equity
in the fund.
The benefit to which a participant is entitled is the benefit that can be
provided from the participant's account.
Plan investments are made in the manner specified in the Trust agreement and in
accordance with the stated investment policies of the respective funds. To the
extent monies available for investment are not immediately invested, as provided
in the investment policy of each fund, such monies are temporarily invested in
short-term income investments. All investments are made in light of a continuing
evaluation of economic and market conditions that may cause such investment
policy to vary from time to time.
F-7
10
Whirlpool 401(k) Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Loans
The Plan provides for loans to participants in amounts up to the lesser of
$50,000 or 50% of a participant's account balance, with a minimum loan amount of
$500. Such loans are allocated to a separate loan account and treated for
investment purposes as an investment of the account of the participant who
received the loan.
Plan Termination
Although the Employer has not expressed any intent to terminate the Plan, it is
free to do so at any time subject to the provisions of the IRC and the Employee
Retirement Income Security Act of 1974.
2. Significant Accounting Policies
Investments Held by the Trust
All the investments of the Plan are held by the Trust. The custodian invests all
assets of the Trust except as follows: (i) the Individual Trustees direct the
investment of the Whirlpool Stock Fund; and (ii) the Individual Trustees may
direct that a specified percentage of the assets credited to any or all of the
investment fund or funds be allocated to one or more separate accounts within
said investment fund and invested in accordance with the direction of the
Individual Trustees or an investment manager designated by the Individual
Trustees.
Contributions, loan distributions and repayments, and benefit payments are
specifically identified to the fund or funds within the Trust to which assets of
the Plan are credited. Investment income and related expenses of the Trust are
allocated to the investment funds based on each investment fund's proportionate
share of the current value of the Trust assets daily.
Investment Valuation
The Plan's guaranteed investment contracts are stated at contract value as
reported by the insurance companies. Contract value represents contributions
made under the contract, plus interest at the contract rate, less the insurance
companies' administrative expenses. Whirlpool common stock is valued at the last
reported sales price on a national securities exchange on the last business day
of the Plan year. The fair value of the participation
F-8
11
Whirlpool 401(k) Plan
Notes to Financial Statements (continued)
2. Significant Accounting Policies (continued)
units owned by the Plan in the common and collective funds and mutual funds is
based on quoted redemption values on the last business day of the Plan year.
Participant loans are valued at cost, which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
Administrative Expenses
In general, Plan expenses, except for broker commissions and portfolio
transaction fees, are paid by Whirlpool.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires the Trustees to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
Reclassification
Certain reclassifications have been made to the 2000 financial statements to
conform to the 2001 presentation.
F-9
12
Whirlpool 401(k) Plan
Notes to Financial Statements (continued)
3. Investments
A summary of the guaranteed investment contracts held at December 31, 2001, is
as follows:
Crediting 2001
Interest Average Fair
Rate Yield Value
---------------------------------------------
Metropolitan Life Insurance Co., #GAC-24896 6.05% 5.94% $1,221,259
Peoples Security Life Insurance Co., #BDA-00720-FR 5.07 4.76 705,310
New York Life Insurance Company, #GA-30679 5.16 4.90 1,163,135
New York Life Insurance Company, #GA-30745 5.40 5.23 3,772,406
Principal Life Insurance Company, #GA-4-30429 6.26 6.97 2,127,583
----------
$8,989,693
==========
A summary of the guaranteed investment contracts held at December 31, 2000, is
as follows:
Crediting 2000
Interest Average Fair
Rate Yield Value
--------------------------------------------------
Continental Assurance Company, #GP-24029 5.15% 5.04% $ 2,019,583
GE Life & Annuity Assurance Co., #GS-2949 6.40 6.02 1,330,227
GE Life & Annuity Assurance Co., #GS-3056 5.81 5.65 3,620,755
Metropolitan Life Insurance Co., #GAC-24896 6.05 5.76 2,992,915
Peoples Security Life Insurance Co., #BDA-00720-FR 5.07 4.85 2,012,823
New York Life Insurance Company, #GA-30679 5.16 4.96 2,207,474
New York Life Insurance Company, #GA-30745 5.40 5.26 3,579,133
Principal Life Insurance Company, #GA-4-30429 6.26 6.07 4,004,428
-----------
$21,767,338
===========
All guaranteed investment contracts have crediting interest rates that are fixed
over the lives of the contracts.
F-10
13
Whirlpool 401(k) Plan
Notes to Financial Statements (continued)
3. Investments (continued)
The fair value of individual investments that represent 5% or more of the Plan's
assets is as follows:
December 31
2001 2000
----------------------------
Putnam Asset Allocation Balanced Portfolio $ 43,985,838 $ 48,928,307
Putnam New Opportunities Fund 57,961,805 80,398,528
Putnam Voyager Fund 157,152,848 224,085,335
Whirlpool Corporation common stock 103,001,058 110,951,247
Putnam Stable Value Fund 122,709,332 74,339,242
Putnam S&P 500 Index Fund * 34,362,924
*Does not exceed 5% threshold.
4. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service
dated May 1, 2002, stating that the Plan is qualified under section 401(a) of
the IRC and that the related trust is exempt from taxation. Once qualified, the
Plan is required to operate in conformity with the IRC to maintain its
qualification. The Plan has been amended since receiving the determination
letter. The plan administrator believes that the Plan is being operated in
compliance with the applicable requirements of the IRC and, therefore, believes
that the Plan is qualified and the related trust is tax-exempt.
5. Subsequent Events
Effective January 1, 2002, the maximum amount of eligible earnings a participant
may make in tax-deferred contributions increased from 20% to 50%, not to exceed
the maximum allowable annual contribution as determined by the IRC.
Effective January 1, 2002, the Whirlpool Stock Fund was converted to an Employee
Stock Ownership Plan and renamed the Whirlpool ESOP Plan. On a quarterly basis,
participants have the option to reinvest dividends in additional shares of
Company stock in the Plan or receive a cash payout. All dividends continue to be
100% vested.
Effective May 1, 2002, participants who have attained age 50 by the end of the
Plan year are eligible to make catch-up contributions subject to the limitations
of Section 414(v) of the IRC.
F-11
14
Supplemental Schedule
F-12
15
EIN 38-1490038
Plan #001
Whirlpool 401(k) Plan
Schedule H, Line 4(i) - Schedule of Assets
(Held at End of Year)
December 31, 2001
Number of Contract/
Shares Current
Description of Investment or Units Value
------------------------------------------------------------------------------
Mutual funds:
Putnam* Bond Index Fund 643,901 $ 7,655,988
Alger Mid-Cap Growth Retirement Portfolio* 663,402 9,864,787
Neuberger & Berman Genesis Trust* 1,272,645 37,046,692
Federated Stock Fund* 87,412 2,966,751
Lazard International Equity Fund* 29,480 293,330
Putnam* New Century Fund 205,255 2,619,054
Alger Small-Cap Growth Retirement Portfolio* 95,390 1,428,941
TCW Galileo Small-Cap Growth Fund* 230,739 4,333,270
TCW Galileo Select Equity I/Concentrated Core* 95,374 1,566,034
Alger Growth Retirement Portfolio* 184,806 2,343,345
PIMCO High Yield Fund* 252,924 2,367,370
Putnam* Growth Opportunities Fund 138,123 2,067,694
Putnam* International Voyager Fund 208,116 3,394,372
Putnam* Vista Fund 418,948 3,728,641
Putnam* New Opportunities Fund 1,381,359 57,961,805
EuroPacific Growth Fund* 844,498 22,691,659
Putnam* Voyager Fund 8,843,717 157,152,848
Putnam* Income Fund 1,985,885 12,947,971
Vanguard Windsor II Fund* 836,245 21,399,519
Putnam* Asset Allocation Growth Portfolio 1,061,946 10,237,160
Putnam* Asset Allocation Balanced Portfolio 4,479,210 43,985,838
Putnam* Asset Allocation Conservative Portfolio 920,530 8,008,615
------------
416,061,684
F-13
16
EIN 38-1490038
Plan #001
Whirlpool 401(k) Plan
Schedule H, Line 4(i) - Schedule of Assets
(Held at End of Year) (continued)
December 31, 2001
Number of Contract/
Shares Current
Description of Investment or Units Value
----------------------------------------------------------------------------------------------------------
Common and collective funds:
Putnam* Stable Value Fund 122,709,332 $122,709,332
Putnam* S&P 500 Index Fund 1,187,364 33,068,093
------------
155,777,425
Whirlpool Corporation* common stock 1,404,624 103,001,058
Insurance contracts:
Metropolitan Life Insurance Co.* guaranteed investment
contract, #GAC-24896, 6.05% 1,221,259
Peoples Security Life Insurance Co.* guaranteed investment
contract, #BDA-00720-FR, 5.07% 705,310
New York Life* guaranteed investment contract, #GA-30679, 5.16% 1,163,135
New York Life* guaranteed investment contract, #GA-30475, 5.40% 3,772,406
Principal Life Insurance Company* guaranteed investment
contract, #GA-4-30429, 6.26% 2,127,583
------------
8,989,693
Participant loans (9%) 41,169,351
------------
Total investments $724,999,211
============
*Party in interest.
F-14
17
Exhibit Index
-------------
Sequential
Exhibit No. Document Page Number
----------- -------- -----------
23 Consent of Ernst & Young LLP 19
18