(Mark One)

For the fiscal year ended December 31, 2007

OR

For the transition period fromto

Commission file number 1-3932

WHIRLPOOL CORPORATION

(Exact name of registrant as specified in its charter)

Registrant'sRegistrant’s telephone number, including area code(269) 923-5000

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Exchange Act of 1934.1933. Yesýx Noo¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act.Act of 1934. Yeso¨Noýx

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ýx Noo¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant'sregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.ý¨

Indicate by check mark whether the registrant is a large accelerated filer, or an accelerated filer, a non-accelerated filer, or a non-accelerated filer.smaller reporting company. See definitionthe definitions of "accelerated“large accelerated filer,” “accelerated filer,” and large accelerated filer"“smaller reporting company” in Rule 12b-2 of the Securities Exchange Act. (check(Check one)
Large Accelerated Filer    ý                    Accelerated Filer    o                    Non-Accelerated Filer    o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act). Yes o¨Noýx

The aggregate market value of the voting stock of the registrant held by stockholders not including voting stock held by directors and executive officers of the registrant and certain employee plans of the registrant (the exclusion of such shares shall not be deemed an admission by the registrant that any such person is an affiliate of the registrant) at the close of business on June 30, 200529, 2007 (the last business day of the registrant'sregistrant’s most recently completed second fiscal quarter) was $4,561,751,600.$8,555,382,037.

On February 22, 2006,15, 2008, the registrant had 68,035,71675,830,968 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the following documents are incorporated herein by reference into the Part of the Form 10-K indicated:

PART I

PART I

ITEM 11..Business.

Whirlpool Corporation, athe world’s leading global manufacturer and marketer of major home appliances, was incorporated in 1955 under the laws of Delaware as the successor to a business that traces its origin to 1898. The CompanyWhirlpool manufactures products in 12 countries under nine13 principal brand names and markets products to distributorsin nearly every country around the world. Whirlpool’s geographic segments consist of North America, Europe, Latin America, and retailers in more than 170 countries.Asia. As of December 31, 2005, the Company2007, we had approximately 66,00073,000 employees.

As used herein, and except where the context otherwise requires, the terms "Company"“Whirlpool,” “we,” “us,” and "Whirlpool" include“our” refer to Whirlpool Corporation and its consolidated subsidiaries.

Products and Markets

        The CompanyWhirlpool manufactures and markets a full line of major appliances and related products, primarily for home use. The Company'sOur principal products are laundry appliances, refrigerators, and freezers, cooking appliances, dishwashers, room air-conditioning equipment, and mixers and other small household appliances. The CompanyWe also producesproduce hermetic compressors for refrigeration systems.

        The following table sets forth information regarding the total net sales contributed byFor each class of similar products which accounted for 10% or more of the Company'sour consolidated net sales in 2005, 2004, and 2003.over the last three years, the following table lists the total net sales of each class.

In North America, the CompanyWhirlpool markets and distributes major home appliances and portable appliances under a variety of brand names. In the United States, the Company marketswe market and distributesdistribute products under theWhirlpool,Maytag,KitchenAid,Jenn-Air,Roper,Estate,Admiral,Magic Chef,Amana, andInglis brand names primarily to retailers, distributors, and builders.KitchenAid portable appliances, such as mixers, are sold directly to retailers. Major In Canada, we market and distribute major home appliances are marketed in Canada under theInglis,Admiral,Speed Queen,Whirlpool,Maytag,Jenn-Air,Magic Chef,Amana,Roper, Estate, andKitchenAid brand names. In Mexico, we market and distribute major home appliances are marketed under theWhirlpool,Maytag,Jenn-Air,Acros,KitchenAid,Estate,Roper and,Supermatic, Amana,and Admiralbrand names. SomeWe sell some products are sold by the Company to other manufacturers, distributors, and retailers for resale in North America under those manufacturers'manufacturers’ and retailers'retailers’ respective brand names. The Company hasWe have manufacturing facilities in the United States and Mexico.

        The CompanyWhirlpool is a major supplier to Sears of laundry, refrigerator, dishwasher, and trash compactor home appliances. SomeSears markets some of the products that the Company supplieswe supply to Sears are marketed by Searsthem under Sears'itsKenmore brand name. Sears is also a major outlet for the Company'sourWhirlpool and,Maytag,KitchenAid, Jenn-Air,and Amanabrand products. In 2005,2007, approximately 16%12% of the Company'sour consolidated net sales were attributable to sales to Sears.

In Whirlpool'sWhirlpool’s European region, the Company marketswe market and distributes itsdistribute our major home appliances under theWhirlpool,Maytag,Amana,Bauknecht,Ignis,Laden, andPolar brand names, and itsmajor and portable appliances under theKitchenAid brand name. In addition to itsour extensive operations in Western Europe, the Company haswe have sales

subsidiaries in Russia, Hungary, Poland, the Czech Republic, Slovakia, Greece, Romania, Bulgaria, Latvia, Estonia, Lithuania, Croatia, and Morocco, and Turkey, with representative offices in Russia, Ukraine, Kazakhstan, Slovenia, Serbia and Slovenia. The CompanyMontenegro. Whirlpool markets a full line of products under theWhirlpool,KIC,, andIgnis brand names in South

Africa. Whirlpool'sWhirlpool’s European operations also sell products carrying theWhirlpool,Bauknecht,, andIgnis brand names to distributors and dealers in Africa and the Middle East. The CompanyWhirlpool has manufacturing facilities in France, Germany, Italy, Poland, Slovakia, South Africa, and Sweden.

In Latin America, the Company marketswe market and distributes itsdistribute our major home appliances through regional networks under theWhirlpool,Maytag,KitchenAid,Brastemp,Consul, andEslabon de Lujo brand names. ApplianceWe manage appliance sales and distribution in Brazil, Argentina, Chile, and Chile are managed by the Company'sPeru through our Brazilian subsidiary, and in Bolivia, Peru, Paraguay, and Uruguay through our distributors. ApplianceWe manage appliance sales and distribution in Central American countries, the Caribbean, Venezuela, Colombia, Guatemala, and Ecuador are managed by Whirlpool's North America regionthrough our Brazilian subsidiary and through distributors. In Latin America, the CompanyWhirlpool has manufacturing facilities in Brazil.

In Asia, the Company haswe have organized the marketing and distribution of itsour major home appliances into fourfive operating groups: (1) Greater China, which includes mainland China,China; (2) Hong Kong and Taiwan; (2) South Asia,(3) India, which includes India, Bangladesh, Sri Lanka, Nepal, and Nepal; (3)Pakistan; (4) Oceania, which includes Australia, New Zealand, and Pacific Islands; and (4)(5) Southeast Asia, which includes Thailand, Singapore, Malaysia, Indonesia, Vietnam, the Philippines, Korea, and Japan. The Company marketsWe market and sells itssell our products in Asia under theWhirlpool,Maytag,KitchenAid,BauknechtAmana,, andIgnisJenn-Airbrand names by a combination of direct sales to appliance retailers and chain stores and through full-service distributors to a large network of retail stores. In Asia, the Company haswe have manufacturing facilities in China and India.

Competition

Competition in the home appliance industry is intense. In addition to traditional competitors such as Electrolux, GE, Kenmore, and Maytag,Kenmore, there are new and expanding foreign competitors such as LG, Bosch Siemens, Samsung, Fisher & Paykel, and Haier. Moreover, the U.S. customer base is characterized by large, sophisticated trade customers who have many choices and demand competitive products, services, and prices. In most major markets throughout the world, 20052007 was a challenging year for the industry with continued unprecedented rising costs in the areas of steel and other metals, oil basedoil-based materials, such as resins, and transportation. Competition in the Company'sour markets is based upon a wide variety of factors, including principally, cost, selling price, distribution, performance, innovation, product features, quality, and other financial incentives. These financial incentives (such asinclude cooperative advertising, co-marketing funds, sales person incentives, volume rebates, and terms), performance, innovation, product features, and quality. The Company believesterms. We believe that itwe can best compete in the current environment by increasing productivity, improving quality, lowering costs, focusing on research and development including introducing innovative new products through innovation, building strong brands, enhancing trade customer and consumer value with itsour product offerings, continuing to expand itsour global footprint, expanding trade distribution channels, and where appropriate, taking other efficiency-enhancing measures.

        In addition, on August 22, 2005, as discussed below, Whirlpool entered into an agreement to acquire Maytag Corporation ("Maytag"), for which regulatory approval is pending. Whirlpool believes that its combination with Maytag will enhance its ability to respond to these competitive conditions, and will benefit trade customers and consumers of the combined company by generating significant cost savings that will enable it to continue to offer competitive prices across a wide array of products as well as increased quality and innovation.

Other Information

        The CompanyWhirlpool is generally not dependent upon any one source for raw materials or purchased components essential to its business. In those areas where a single supplier is used, alternative sources are generally available and can be developed within the normal manufacturing environment, although someenvironment. Some unanticipated costs may be incurred in transitioning to a new supplier whereif a prior single supplier is

relationship was abruptly interrupted or terminated. While there haveThere has been continued significant cost pressurespressure in some areas, such as metals and oil basedoil-based materials, and significant demand for certain components, the Company believescomponents. We believe such raw materials and components will be available in adequate quantities to meet anticipated production schedules.

        PatentsThe patents we presently owned by the Companyown are considered, in the aggregate, to be valuable to the Company. The Companyvaluable. Also, Whirlpool is the owner of a number of trademarks in the U.S. and foreign countries. The most important trademarks owned by the Companythat we own in North America areWhirlpool,Maytag,KitchenAid,Estate,Roper,Admiral,Amana,Jenn-Air, andAcros.Acros. The most important trademarks owned by the Companythat we own in Europe areWhirlpool,Bauknecht, andIgnis. In Latin America, the most important trademarks owned by the Companythat we own areWhirlpool,Brastemp, andConsul. The most important trademark owned by the Companythat

we own in Asia isWhirlpool. The Company also receivesWe receive royalties from licensing itsour trademarks to third parties to sell and service certain products bearing theWhirlpool, Maytag, KitchenAid, Jenn-Air, Admiral, Amana,andKitchenAid Magic Chefbrand names.

Expenditures for Company-sponsoredWhirlpool-sponsored research and development relating to new products and the improvement of existing products were approximately $421 million in 2007, $375 million in 2006, and $339 million in 2005, $315 million in 2004, and $285 million in 2003.2005.

        The Company'sOur manufacturing facilities are subject to numerous laws and regulations designed to protect or enhance the environment, many of which require federal, state, or other governmental licenses and permits with regard to wastewater discharges, air emissions, and hazardous waste management. The Company'sOur policy is to comply with all such laws and regulations. Where laws and regulations are less restrictive, the Company haswe have established and isare following itsour own standards consistent with itsour commitment to environmental responsibility.

        The Company believesWe believe that it iswe are in compliance in all material respects with all presently applicable federal, state, local, and other governmental provisions relating to environmental protection in the countries in which it haswe have manufacturing operations. Compliance with these environmental laws and regulations has not had a material effect on capital expenditures, earnings, or the Company'sour competitive position. Capital expenditures and expenses for manufacturing operations directly attributable to compliance with these environmental provisions worldwide amounted to approximately $28 million in 2005,2007, $33 million in 2006, and $28 million in 2004, and $26 million in 2003. It is estimated2005. We estimate that in 2006,2008, environmental capital expenditures and expenses for manufacturing operations will be approximately $27$29 million. Capital expenditures and expenses for product related environmental activities were not material in any of the past three years and are not expected to be material in 2006.2008.

        Globally, theThe entire major home appliance industry, including the Company,Whirlpool, must contend with the adoption of stricter governmental energy and environmental standards. These standards towill be phased in over the next several years. Theseyears and include the general phase-out of ozone depleting chemicals used in refrigeration, and energy standards rulemakings for other selected major appliances, producedregulatory restrictions on the materials content specified for use in our products by some jurisdictions, and mandated recycling of our products at the Company.end of their useful lives. Compliance with these various standards, as they become effective, will require some product redesign. However, the Company believes,we believe, based on itsour understanding of the current state of proposed regulations, that it shouldwe will be able to develop, manufacture, and market products that comply with these regulations. Additionally, on February 13, 2003, the Waste Electrical and Electronic Equipment Directive ("WEEE") was published in Europe. Among other provisions, WEEE stipulates that "producers" be responsible for the cost of collection, disposal, and recycling of waste for many electrical and electronic products as of August 13, 2005. For more information on WEEE, see Note 2 to the Consolidated Financial Statements contained in the Financial Supplement to this report.

        The Company has been notified by stateState and federal environmental protection agencies have notified us of itsour possible involvement in a number of "Superfund"“Superfund” sites in the United States. However, based upon our evaluation of the facts and circumstances relating to these sites byalong with the Company and itsevaluation of our technical consultants, the Company doeswe do not presently anticipate any material adverse effect upon the Company'sour earnings, financial condition,

or competitive position arising out of the resolution of these matters or the resolution of any other known governmental proceeding regarding environmental protection matters.

For information about the challenges and risks associated with the Company'sour foreign operations, see "Risks“Risks Relating to our Business"Business” under Item 1A below.

For certain other financial information concerning the Company'sour business segments and foreign and domestic operations, see Notes 1 andNote 15 to the Consolidated Financial Statements contained in the Financial Supplement to this report.

For information on the Company'sour global restructuring plans, see Note 11 to the Consolidated Financial Statements contained in the Financial Supplement to this report.

        For information on product recalls, see Note 12 to the Consolidated Financial Statements contained in the Financial Supplement to this report.

Pending Maytag Acquisition

        On August 22, 2005, Whirlpool entered into a definitive merger agreement with MaytagFor information on product recalls, see Note 8 to acquire all outstanding shares of Maytag common stock. The aggregate transaction value, including the payment to Maytag stockholders of approximately $850 million in cash and between 9.2 million and 11.3 million shares of Whirlpool common stock and assumption of approximately $972 million of Maytag debt (based on Maytag stock, exercisable stock options, and debt reported outstanding as of December 31, 2005), is approximately $2.7 billion. The number of shares of Whirlpool common stock to be issued will depend on the volume weighted average trading prices of Whirlpool common stock during a twenty trading day period ending shortly before completion of the merger. The transaction was approved by Maytag shareholders on December 22, 2005 and is pending regulatory clearance as discussed below.

        Whirlpool has sufficient resources to finance the acquisition. The acquisition and upcoming debt maturities of the combined company are expected to be financed initially through commercial paper supported by existing bank agreements and with new committed bank facilities as discussed in "Management's Discussion and Analysis"Consolidated Financial Statements contained in the Financial Supplement to this report.

Maytag Acquisition

On March 31, 2006, we completed our acquisition of Maytag. The Company expects to eventually refinance a portion of its commercial paper in the capital markets.

        Whirlpool currently expects the merger withaggregate purchase price for Maytag to generatewas approximately $300 million to $400$1.9 billion, including approximately $848 million of annual pre-taxcash and approximately 9.7 million shares of Whirlpool common stock. Maytag had consolidated net sales for the year ended December 31, 2005, of approximately $4.9 billion. With the acquisition, Whirlpool added an array of home appliance brands includingMaytag, Jenn-Air, Admiral, Magic Chef,andAmana. We are realizing cost savings by the third year following completion of the merger. Efficiencies are expected to come from all areas across the value chain including product manufacturing and marketing, global procurement, logistics, infrastructure and support areas. Achieving these efficiencies will require one-time costsareas, product research and capital investments currently estimated to be indevelopment, and asset utilization. In 2007, we completed the rangesale of $350 million to $500 million, a majority ofall Maytag adjacent businesses which currently are anticipated to be capitalized or accrued in purchase accounting. Whirlpool currently anticipates incurring these costs during the first two years following completionwere not part of the merger.core appliance business.

        The merger is subject to clearance under the Hart-Scott-Rodino Antitrust Improvements Act, and other customary closing conditions. On December 1, 2005, Whirlpool and Maytag announced that they had certified substantial compliance with the Antitrust Division of the Department of Justice in response to a request for additional information ("second request") and had agreed not to close the proposed merger before February 27, 2006, without the Antitrust Division's concurrence, recognizing that the Antitrust Division could request additional time for review. On February 13, 2006, Whirlpool and Maytag announced that they agreed with the Antitrust Division to a limited extension of time to complete the review of the proposed merger. The companies have agreed not to close the transaction before March 30, 2006 without the Antitrust Division's concurrence.

        Whirlpool and Maytag are working closely with the Department of Justice and continue to cooperate fully with its investigation and respond promptly to its inquiries.

        On August 22, 2005, Whirlpool paid Maytag $40 million to reimburse Maytag for its payment of a fee to terminate its prior merger agreement with Triton Acquisition Holding Co. Whirlpool has agreed to pay up to $15 million to assist Maytag in retaining key employees while the merger is pending. Whirlpool also has agreed to pay Maytag a "reverse break-up fee" of $120 million under certain circumstances if the transaction cannot be closed due to an inability to obtain regulatory clearance.

Executive Officers of the Registrant

The following table sets forth the names and ages of the Company'sour executive officers on January 1, 2006,February 15, 2008, the positions and offices with the Companythey held by them on suchthat date, and the year they first became executive officers, and their ages on January 1, 2006:officers:

Each of the executive officers named above was elected to serve in the office indicated until the first meeting of the Board of Directors following the annual meeting of stockholders in 20062008 and until his successor is chosen and qualified or until his earlier resignation or removal. Each of theour executive officers of the Company has held the position set forth in the table above or has served the CompanyWhirlpool in various executive or administrative capacities for at least the past five years, except for (a) Mr. Swift, who, prior to joining the Company in October 2001, for the previous 20 years held various executive or administrative positions with the Eastman Kodak Company (photographic equipment and supplies), the most recent being President, Kodak Professional Group, (b) Mr. Templin, who, prior to joining the CompanyWhirlpool in July 2003, for the previous 12 years held various financial and executive positions with Kimball International, Inc. (office furniture), the most recent being Vice President, Finance and Chief Accounting Officer, and (c) Mr. Hu, who, prior to joining the Company in January 2004, for the previous seven years held various executive or administrative positions with Philips Electronics N.V., the most recent being Senior Vice President and General Manager, Philips Lighting East Asia.Officer.

Available Information

Financial results and investor information (including Whirlpool'sWhirlpool’s Form 10-K, 10-Q, and 8-K reports) can be accessed through Whirlpool's websiteare accessible at Whirlpool’s website:www.whirlpoolcorp.com; — click on the "Investors"“Investors” tab and then click on "SEC“SEC Filings."” Copies of Whirlpool'sour Form 10-K, 10-Q, and 8-K reports, as well as amendments to them, are available free of charge through Whirlpool'sour website on the same day they are filed with, or furnished to, the Securities and Exchange Commission.

ITEM 1A.Risk Factors.

This report contains statements referring to Whirlpool that are not historical facts and are considered "forward-looking statements"“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, which are intended to take advantage of the "safe harbor"“safe harbor” provisions of the Private Securities

Litigation Reform Act of 1995, are based on current projections about operations, industry conditions, financial condition, liquidity, and the impact of the pending merger withacquisition of Maytag. Words that identify forward-looking statements include words such as "may," "will," "should," "plan," "predict," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe," "may“may,” “will,” “should,” “plan,” “predict,” “potential,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,” “may impact," "on” “on track,"” and words and terms of similar substance used in connection with any discussion of future operating or financial performance, thea merger, or our businesses, identify forward-looking statements.businesses. In addition, any statements that refer to expectations, projections, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Those statements are not guarantees and are subject to risks, uncertainties, and assumptions that are difficult to predict. Therefore, actual results could differ materially and adversely from these forward-looking statements. These risks and uncertainties include, but are not limited to, the following:

Risks Relating to Our Business

We face intense competition in the home appliance industry and failure to successfully compete may negatively affect our business and financial performance. Each of our business segments operates in a highly competitive business environment and faces intense competition from a growing number of competitors, including an increasing numbermany of foreign-based competitors, which have strong consumer brand equity. Several of these competitors, such as LG, Samsung, and Bosch Siemens, are large, well-established companies that rank among the Global Fortune 150 and have demonstrated a commitment to North America through competitive imports and North American production. The elementssuccess in the global market. Competition in the global market is based on a number of competition includefactors including performance, innovation, product features, quality, cost, selling price, distribution, and other financial incentives, (suchsuch as cooperative advertising, co-marketing funds, sales person incentives, volume rebates, and terms), performance, innovation, product features, and quality.terms. In particular, in the past, our competitors, especially global competitors with low-cost sources of supply outside the United States, have aggressively priced their products and/or introduced new products in order to increase market share. If we are unable to successfully compete in this highly competitive environment, our business and financial performance could be negatively affected.

The loss of or decline in sales to any of our key trade customers, includingwhich include Sears, Lowe's,Lowe’s, Home Depot, and Best Buy, could adversely affect our financial performance. We sell to a sophisticated customer base characterized by sophisticated andof powerful trade customers that have significant leverage as buyers over their suppliers. Most of our products are not sold through purchase orders and not through long-term contracts, which facilitates the trade customers'customers’ ability to change volume among suppliers to obtain competitive terms. As the trade customers continue to consolidate and become larger, our trade customers may seek to use their position to improve their profitability by various means, including through improved efficiency, lower pricing, and increased promotional programs. If we are unable to respond by meetingand meet their requirements, our profitability or volume growth could be negatively affected. We have been a principal supplier of home appliances to Sears for many years. In 2005,2007, approximately 16%12% of Whirlpool'sour consolidated net sales of $14$19 billion were attributable to sales to Sears. Although no other customercustomers accounted for greater than 10% of consolidated net sales in 2005,2007, other customers may account for more than 10% of our consolidated net sales in future periods. It should also be noted Maytag has reported that in 2005, approximately 10% of Maytag's consolidated net sales were attributable to Sears and approximately 14% to Home Depot. The loss of, or decline in volume of, sales to Sears, Lowe's,Lowe’s, Home Depot, Best Buy or any other trade customers to which we sell a significant amount of products could adversely affect our financial performance. Additionally, any loss ofif these trade customers lose market share by any such trade customersthis loss could have a negativenegatively impact on our financial performance.

Our business could be adversely affected by changesChanges in economic conditions.Demand forconditions could adversely affect our products is generally affected by abusiness. A number of economic factors, including, but not limited to, gross domestic product,

consumer interest rates, consumer confidence, retail trends, housing starts, sales of existing homes, and the level of mortgage refinancing.refinancing, generally affect demand for our products. A decline in economic activity in the United States and any other markets in which we operate could adversely affect our financial condition and results of operation.operations.

Our financial performance could be adversely affected by anAn inability to effectively execute and manage our business objectives.objectives could adversely affect our financial performance. The highly competitive nature of our industry requires that we effectively execute and manage our business including our global operating platform initiative whichand our Maytag strategy. Our global operating

platform initiative aims to reduce costs, drive productivity and quality improvements, and accelerate our rate of innovation. Our Maytag strategy calls for us to create cost efficiencies through the integration of Maytag operations into legacy Whirlpool operations and to use our innovation pipeline to reinvigorate Maytag brands. Our inability to effectively control costs and drive productivity improvements could affect our profits. In addition, our failure to provide high-quality, innovative products could adversely affect our ability to maintain or increase our sales, whichsales. If we failed in this way, it could negatively affect our revenues and overall financial performance. Additionally, our success is dependent on anticipating changes in customer preferences and on successful new product and process development and product relaunches in response to such changes. Failure to execute our Maytag strategy may result in our inability to realize the full anticipated benefits of the merger. Our future results and our ability to maintain or improve our competitive position will depend on our capacity to gauge the direction of our key markets and upon our ability to successfully and timely identify, develop, manufacture, market, and sell new or improved products in these changing markets.

Fluctuations and volatility in the cost of raw materials and purchased components could adversely affect our profitsprofits.. The primary materials used to produce and manufacture our products are steel, oil, plastic resins, and base metals, such as aluminum, copper, zinc, and zinc.nickel. On a global and regional basis, the sources and prices of those materials and components are susceptible to significant price fluctuations due to supply/demand trends, transportation costs, government regulations and tariffs, changes in currency exchange rates, price controls, the economic climate, and other unforeseen circumstances. During 2005, our business incurredPrices for materials and oil related costs are expected to increase by approximately $530$350 million of higher materialin 2008, largely driven by increases in base metals, such as copper, aluminum, zinc and oil-related costs.nickel, as well as component parts and steel. Continued significant increases in these and other costs in the future could materially affect our profits.

Our global business performance could be affected by theThe ability of suppliers to deliver parts, components and manufacturing equipment to our manufacturing facilities.facilities, including our ability to manufacture without disruption, could affect our global business performance. We use a wide range of materials and components in the global production of our products and use numerous suppliers to provide materials and components. We generally do not have guaranteed supply arrangements with our suppliers and some key parts may be available only from a single supplier or a limited group of suppliers. OperationsOur operations and operations at suppliers'suppliers’ facilities are subject to disruption for a variety of reasons, including, but not limited to, work stoppages, fire, earthquake, flooding, or other natural disasters. Such disruption could interrupt our ability to manufacture certain products. Any significant disruption could negatively impact our revenue and earnings performance.

Our financialability to attract, develop and retain executives and other qualified employees is crucial to our results of operations and future growth. We depend upon the continued services and performance of our key executives, senior management and skilled personnel, particularly our professionals with experience in our business and operations and the home appliance industry. We cannot be sure that any of these individuals will continue to be employed by us. A lengthy period of time is required to hire and develop replacement personnel when skilled personnel depart Whirlpool. An inability to hire, develop and retain a sufficient number of qualified employees could be adversely affectedmaterially hinder our business by, significantfor example, delaying our ability to bring new products to market or impairing the success of our operations.

Significant differences between actual results and estimates of the amount of future funding for our pension plans and post-retirementpostretirement health care benefit programs, and significant changes in funding assumptions or significant increases in funding obligations if pending U.S. pension reform legislation is adopted.due to regulatory changes, could adversely affect our financial results. We have both funded and unfunded noncontributory defined benefit pension plans that cover substantially allmost of our North American employees and certain foreign employees. We also have unfunded post-retirementpostretirement health care benefit plans for eligible retired employees. The Employee Retirement Income Security Act of 1974 (ERISA) governs the funding obligations for our U.S. pension plans, which are our principal pension plans. Our U.S. defined benefit plans are governed by the Employee Retirement Income Security Actwere frozen as of 1974 (ERISA).December 31, 2006 for substantially all participants. For 2007 and beyond, Whirlpool employees may participate in an enhanced defined contribution plan.

As of December 31, 2005,2007, our projected benefit obligations under our pension plans and post-retirementpostretirement health care benefit programs exceeded the fair value of plan assets by an aggregate of approximately $1.28$1.9 billion ($576730 million of which was attributable to pension plans and $701 million$1.15 billion of which was attributable to post-retirementpostretirement health care benefits). Estimates for the amount and timing of the future funding obligations of these pension plans and post-retirementpostretirement health care benefit plans are based on various assumptions. These assumptions include among others, the discount rates, expected long-term rate of return on plan assets, and health care cost trend rates. These assumptions are subject to change based on interest rates on high quality bonds, stock and bond market returns, and medical assets and health care cost trend rates.

Significant differences in results or significant changes in assumptions may materially affect our post-retirementpostretirement obligations and related future expense.

        Pension reform legislation is pending in Congress including, among other things, proposals for new funding targets, changes to Pension Benefit Guaranty Corporation premiums, and restrictions on nonqualified benefit payments to certain employees in situations where the plan fails to meet certain minimum funding thresholds. If any of these legislative proposals are enacted into law, our funding obligations to the U.S. pension plans could be increased, which could adversely affect our financial results.

        It should be noted that as of December 31, 2005, Maytag's reported projected benefit obligations under its pension plans and post-retirement health care benefit programs exceeded the fair value of plan assets by an aggregate of approximately $1.33 billion ($580 million of which was attributable to pension plans and $751 million to post-retirement health care programs).

We may be adversely affected by environmental,Environmental and health and safety laws and regulations.regulations may adversely affect Whirlpool. We are subject to various laws and regulations relating to the protection of the environment and human health and safety. We incur and will continue to incur capital and other expenditures to comply with these regulations. Complying with recently passed and enacted regulations in Europe such as the WEEE directive may increase ourThese types of costs and adversely affect our ability to sell certain products in Europe, which could negatively affect our financial performance. Additionally, we could be subjected to future liabilities, fines or penalties or the suspension of product production for failing to comply with environmental regulations. If cleanupCleanup obligations that might arise at any of our manufacturing sites or ifthe imposition of more stringent environmental laws are imposed in the future we could be adversely affected.affect us.

WeLitigation may be adversely affected by product liability claims.affect us.We face an inherent business risk of exposure to product liability claims in the event that the use of any of our products results in personal injury or property damage. In the event that any of our products proves to be defective, we may be requiredneed to recall or redesign such products. There can be no assuranceguarantee that our insurance coverage against certain product liability claims will continue to be available on acceptable terms or that such coverage will be adequate for liabilities actually incurred.we incur. We also face certain class action litigation regarding allegedly defective products that areinsurance does not covered by insurance.cover. A successful claim in excess of, or outside of, our available insurance coverage may have a material adverse effect on our financial performance. In addition, any claim or product recall that results in significant adverse publicity may also negatively affect our business, financial condition, or results of operations.

        Lastly, we are currently investigating a supplier-related quality and potential product safety problem that may affect up to 3.5 million appliances manufactured between 2000 and 2002. We currently estimate that the potential cost from this matter could be in the range of $0 to $235 million, depending on numerous factors, such as whether some or all of the appliances must be repaired or replaced, whether the supplier will bear the cost of any corrective action, whether we will initially bear the cost of any corrective action, and if we initially bear the cost of any corrective action, whether we will be successful in recovering those costs from the supplier at a later date. In addition, we could incur other costs arising out of this matter, which cannot currently be estimated but could be material.

Our global business could be negatively impacted by aA deterioration in labor relations.relations could negatively impact our global business. As of December 31, 2005,2007, we had approximately 66,00073,000 employees. Of those employees, approximately 60% are represented by various labor unions with separate collective bargaining agreements.agreements represent approximately 60%. Our current collective bargaining agreements generally have three year terms. Due to the large number of collective bargaining agreements, we are periodically in negotiations with certain of the unions representing our employees. We cannot be assured that at some point we will not be subject to employee work stoppages by some of our employees and, if such events were to occur, that there would not be a material adverse effect on our business, financial condition, or results of operations. Further, we cannot be assured that we will be able to renew the various collective bargaining agreements on the same or similar terms, or at all, which could also affect our business, financial condition, or results of operation.operations.

Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products, services, and brands. We consider our intellectual property rights, including patents, trademarks, trade secrets, and licensing agreements, to be a significant and valuable aspect of our business. We attempt to protect our intellectual property rights through a combination of patent, trademark, copyright, and trade secret laws, as well as licensing agreements and third party nondisclosure and assignment agreements. Our failure to obtain or adequately protect our trademarks, products, new features of our products, or our processes may diminish our competitiveness.

We have applied for patent protection in the United States and other jurisdictions with respect to certain innovativeinnovations and new products, product features, and processes. We cannot be assured that any of our patent applications will be approved by the U.S. Patent and Trademark Office or any other jurisdiction.jurisdiction will approve any of our patent applications. Additionally, the patents we own could be challenged, invalidated, or designedothers could design around by othersour patents and the patents may not be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage. Further, the laws of certain foreign countries in which we do business or contemplate doing business in the future do not

recognize intellectual property rights or protect them to the same extent as do the laws of the United States.States law. As a result, these factors could weaken our competitive advantage with respect to our products, services, and brands could be reduced in foreign jurisdictions, which could adversely affect our financial performance.

Moreover, while we do not believe that any of our products infringe the valid intellectual property rights of third parties, weothers may be unaware ofassert intellectual property rights of others that may cover some of our technology, brands, products, or services. Any litigation regarding patents or other intellectual property could be costly and time-consuming and could divert the attention of our management and key personnel from our business operations. Claims of intellectual property infringement might also require us to enter into costly license agreements. We also may be subject to significant damages or injunctions against development and sale of certain products.

Foreign currency fluctuations may affect our financial performance.We generate a significant portion of our revenue and incur a significant portion of our expenses in currencies other than the U.S. dollar. The value of our revenue, earnings and cash flows from our foreign operations are affected by changesChanges in the functional currencies of those operations affect the value of our revenue and earnings from our foreign operations. We use currency forwards and options to manage our foreign currency transaction exposures but do not directly hedge our exposure on translation of reported earnings. As a result, weexposures. We cannot completely eliminate our exposure to foreign currency fluctuations, which may adversely affect our financial performance. In addition, because our consolidated financial results are reported in dollars, if we generate sales or earnings in other currencies the translation of those results into dollars can result in a significant increase or decrease in the amount of those sales or earnings.

If we cannot manage the additional challenges presented byof our international operations, our financial performance may suffer. For the year ended December 31, 2005,2007, we derived approximately 40% of our net sales from outside of North America (which includes Canada and Mexico), including 14%20% in Europe, 18% in Latin America, 3%and 2% in Asia, and 22% in Europe.Asia. We expect that international sales will continue to account for a significant percentage of our net sales in the foreseeable future. Accordingly, we face numerous risks associated with conducting international operations, any of which could negatively affect our financial performance. These risks include the following:

•

Changes

changes in foreign country regulatory requirements;



•

Various

various import/export restrictions and the availability of required import/export licenses;



•

Imposition

imposition of foreign tariffs and other trade barriers;



•

Political,

political, legal, and economic instability;



•

Foreign

foreign currency exchange rate fluctuations;



•

Inflation;

•

Work

work stoppages and disruptions in the shipping of imported and exported products;



•

Government

government price controls;



•

Extended

extended payment terms and the ability to collect accounts receivable; and



•

The

the ability to repatriate cash.

Additionally, we are subject to the Foreign Corrupt Practices Act, which may place us at a competitive disadvantage to foreign companies that are not subject to similar regulations.

Terrorist attacks, armed conflicts, natural disasters, and epidemics could affect our domestic and international sales, disrupt our supply chain, and impair our ability to produce and deliver our products. Such events could directly impact our physical facilities or those of our suppliers or customers, both in the United States and elsewhere.

Risks Relating to the Pending Maytag Acquisition

Our inability to complete the merger for regulatory or other reasons, or our inability to close the transaction in a timely manner, could adversely affect our financial performance. The Antitrust Division of the Department of Justice is reviewing the proposed merger and we cannot be assured that the proposed merger will obtain regulatory clearance or that the other conditions to closing will be satisfied. We currently expect the merger with Maytag will enhance our ability to compete by generating approximately $300 to $400 million of annual pre-tax savings by the third year following completion of the merger. Failure to close the merger would prevent us from realizing the expected synergies and would also subject us to substantial additional costs. In connection with the transaction, Whirlpool has paid $40 million to reimburse Maytag for its payment of a fee to terminate its prior agreement with Triton Acquisition Holding Co. and has agreed to pay Maytag up to $15 million to assist Maytag in retaining key employees while the merger is pending (irrespective of whether the merger occurs), as well as a "reverse break-up fee" of $120 million under certain circumstances if the transaction cannot be closed due to an inability to obtain regulatory clearance. In addition, Whirlpool has and will incur other significant transaction-related costs.

Maytag is subject to business uncertainties while the merger is pending which may subsequently adversely affect our business after the merger is completed. Uncertainty about the effect of the merger on employees and customers may have an adverse effect on Maytag and consequently on us once the transaction is completed. These uncertainties may impair Maytag's ability to retain and motivate key personnel until the merger is completed, and could cause customers and others that deal with Maytag to defer purchases or other decisions concerning Maytag, or to seek to change existing business relationships with Maytag. If key employees depart because of uncertainty about their future roles and the potential complexities of integration, we could be harmed following completion of the merger.

Whirlpool may be unable to successfully integrate the businesses of Maytag in a timely manner which may affect our ability to realize the full anticipated benefits of the merger. The merger involves the integration of two companies that have previously operated independently. As with every merger, there are potential difficulties of combining the companies' businesses. These may include the integration of Maytag's sales and marketing, distribution, manufacturing, engineering, finance, and administrative operations, both domestic and international, with and into our operations. Our process of integrating operations could cause an interruption of, or loss of momentum in, the activities of one or more of the combined company's businesses and the loss of key personnel. The diversion of management's attention and any delays or difficulties encountered in connection with the merger and the integration of the two companies' operations of these businesses could have an adverse effect on our business, results of operations, financial condition or prospects after the merger.

        We expect certain efficiencies to arise from the merger, generating certain cost savings, and expect that achieving these efficiencies will require one-time costs and capital investment currently estimated to be in the range of $350 million to $500 million. Achievement of these benefits will depend in part upon how and when our business is integrated with Maytag and whether there are any additional costs incurred in connection with the integration. If the anticipated benefits are not realized fully or in a timely manner, or if there are significant additional costs, our financial results could be adversely affected.

ITEM 1B.Unresolved Staff Comments.

None.

ITEM 2.Properties.

        The Company'sOur principal executive offices are located in Benton Harbor, Michigan. On December 31, 2005, the Company's2007, our principal manufacturing operations were carried on at 4044 locations worldwide, 3031 of which are located in 11 countries outside the United States, primarily in the European region, and to a lesser extent in Asia, Latin America, and Mexico. The CompanyWhirlpool occupied a total of approximately 51.774.1 million square feet devoted to manufacturing, service, administrative offices, warehouse, distribution, and sales space. Over 21.137.8 million square feet of such space is occupied under lease. In general, all facilities are well maintained, suitably equipped, and in good operating condition.

ITEM 3.Legal Proceedings.

Information with respect to legal proceedings can be found under the heading "“Legal Contingencies"” in Note 78 to the Consolidated Financial Statements contained in the Financial Supplement to this report.

ITEM 4.Submission of Matters to a Vote of Security Holders.

There were no matters submitted to a vote of security holders in the fourth quarter of 2005.2007.

PART II

ITEM 5.Market for Registrant'sRegistrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

        The Company'sWhirlpool’s common stock is traded on the New York Stock Exchange and the Chicago Stock Exchange. As of February 22, 2006,15, 2008, the number of holders of record of the Company'sWhirlpool common stock was approximately 7,438.14,899.

High, low, and lowclosing sales prices (as reported on the New York Stock Exchange composite tape) for the Company'sWhirlpool’s common stock for each quarter during the years 20052007 and 20042006 are set forth below:

Cash dividends declared on the Company'sWhirlpool common stock for each quarter during the years 20052007 and 20042006 are set forth in Note 16 to the Consolidated Financial Statements contained in the Financial Supplement to this report.

        There were no repurchasesThe following chart reflects the purchases of CompanyWhirlpool common stock by the Company or any affiliated purchaserWhirlpool in the fourth quarter of 2005.2007. These purchases were made pursuant to a publicly announced share repurchase program authorized by Whirlpool’s Board of Directors on June 15, 2004 to repurchase up to $500 million of Whirlpool common stock.

ITEM 6.Selected Financial Data.

The selected financial data for the five years ended December 31, 20052007 with respect to the following line items are shown under the "Eleven“Five Year Consolidated Statistical Review"Selected Financial Data” contained in the Financial Supplement to this report: Totaltotal net sales, earnings from continuing operations, earnings from continuing operations per share of common stock, dividends declared per share of common stock, total assets, and long-term debt. See the material incorporated herein by reference in response to Item 7 of this report for a discussion of the effects on such data of business combinations and other acquisitions, disposition and restructuring activity, restructuring costs, accounting changes, earnings of foreign affiliates, and other significant activity impacting or affecting the comparability of reported amounts.

ITEM 7.Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations.

See "Management's“Management’s Discussion and Analysis"Analysis” contained in the Financial Supplement to this report.

ITEM 7A.Quantitative and Qualitative Disclosures about Market Risk.

Information with respect to market risk can be found under the caption "Market Risk"“Market Risk” in "Management's“Management’s Discussion and Analysis"Analysis” contained in the Financial Supplement to this report.

ITEM 8.Financial Statements and Supplementary Data.

        TheWhirlpool’s Consolidated Financial Statements of the Company are contained in the Financial Supplement to this report. Supplementary financial information regarding quarterly results of operations (unaudited) for the years ended December 31, 20052007 and 20042006 is set forth in Note 16 to the Consolidated Financial Statements. For a list of financial statements and schedules filed as part of this report, see the Table of Contents to the Financial Supplement to this report on page F-1.

ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Disclosure.

None.

ITEM 9A.Controls and Procedures.

Disclosure controls and procedures.    The CompanyWhirlpool maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) that are designed to provide reasonable assurance that information required to be disclosed in the Company'sour filings under the Securities Exchange Act is recorded, processed, summarized, and reported within the periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to the Company'sWhirlpool’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Prior to filing this report, the Companywe completed an evaluation under the supervision and with the participation of the Company'sWhirlpool management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company'sour disclosure controls and procedures as of December 31, 2005.2007. Based on this evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company'sour disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2005.2007.

        Management'sManagement’s report on internal control over financial reporting.reporting. Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and the rules and regulations adopted pursuant thereto, Whirlpoolwe included a report of management'smanagement’s assessment of the effectiveness of its internal control over financial reporting as part of this report. Whirlpool's independent registered public accounting firm also attested to, and reported on, management's assessment of the effectiveness of internal control over financial reporting. Management'sManagement’s report and the independent registered public accounting firm's attestation report areis included in Whirlpool'sthe Consolidated Financial Statements contained in the Financial Supplement to this report under the captionscaption entitled "Management's“Management’s Report on Internal Control Over Financial Reporting"Reporting” and "Report of Independent Registered Public Accounting Firm" and areis incorporated herein by reference.

        Changes in internal control over financial reporting.There were no changes in the Company'sour internal control over financial reporting that occurred during the fourth quarter of 20052007 that have materially affected, or are reasonably likely to materially affect, the Company'sour internal control over financial reporting.

ITEM 9B.Other Information.

There was no information required to be disclosed in a report on Form 8-K during the fourth quarter of 20052007 that was not previously reported.

PART III

ITEM 10.Directors, and Executive Officers of the Registrant.
and Corporate Governance.

Information regarding the Company'sour executive officers is included in Item 1 of Part I of this report.

Information regarding the background of the directors, matters related to the Audit Committee, and Section 16(a) compliance can be found under the captions "Directors“Directors and Nominees for Election as Directors," "Board” “Board of Directors and Corporate Governance—Audit Committee,"” and "Section“Section 16(a) Beneficial Ownership Reporting Compliance"Compliance” in the Proxy Statement, which is incorporated herein by reference.

There have been no material changes to the procedures bythrough which stockholders may recommend nominees to the Company'sour Board of Directors since March 18, 2005,12, 2007, which is the date of the Company'sour last proxy statement.

        The Company hasWe have adopted a code of ethics that applies to all of itsour employees, officers and directors, including itsour principal executive officer, principal financial officer and principal accounting officer