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, 1999
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 20 pages
The Exhibit Index appears on page 19
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 23, 2000
By: /s/ Kenneth W. Kaminski
----------------------------------
Name: Kenneth W. Kaminski
Title: Trustee and Chairman of the
Individual Trustees
3
Financial Statements and
Supplemental Schedules
Whirlpool 401(k) Plan
Years ended December 31, 1999 and 1998
with Report of Independent Auditors
Employer Identification #38-1490038
Plan Number 001
F-1
Whirlpool 401(k) Plan
Financial Statements and Supplemental Schedules
Years ended December 31, 1999 and 1998
Contents
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 Schedules
Schedule H, Line 4i - Schedule of Assets Held for Investment
Purposes at End of Year........................................ F-13
Schedule H, Line 4j - Schedule of Reportable Transactions....... F-15
F-2
[LETTERHEAD OF ERNST & YOUNG]
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, 1999 and 1998, 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 plan benefits of the Plan at
December 31, 1999 and 1998, and the changes in its assets available for plan
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 schedules of assets
held for investment purposes at end of year as of December 31, 1999, and
reportable transactions for the year then ended, are presented for purposes of
additional analysis and are not a required part of the financial statements but
are 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. These supplemental schedules are the responsibility of
the plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in our audits of the financial statements and, in
our opinion, are fairly stated in all material respects in relation to the
financial statements taken as a whole.
/s/ ERNST & YOUNG LLP
May 4, 2000
F-3
EIN 38-1490038
Plan #001
Whirlpool 401(k) Plan
Statements of Assets Available for Benefits
December 31
1999 1998
--------------------------------
Contributions receivable $ 20,631,482 $ 15,944,722
Interest and dividends receivable 88,161 53,158
Investments:
At fair value:
Mutual funds 556,680,473 400,705,950
Common and collective funds 131,634,416 65,298,384
Common stock of Whirlpool Corporation 87,841,266 71,780,613
Participant loans 32,899,422 27,019,516
At contract value:
Guaranteed investment contracts 33,912,463 47,679,822
------------ ------------
842,968,040 612,484,285
------------ ------------
Assets available for benefits $863,687,683 $628,482,165
============ ============
See accompanying notes.
F-4
EIN 38-1490038
Plan #001
Whirlpool 401(k) Plan
Statements of Changes in Assets Available for Benefits
Year ended December 31
1999 1998
--------------------------
Additions
Dividends on Whirlpool Corporation common
stock $ 1,917,802 $ 1,508,477
Other dividend income 43,358,952 22,310,041
Interest income 8,119,165 6,773,054
------------ ------------
53,395,919 30,591,572
Employer contributions 12,134,944 9,114,652
Participant contributions 56,571,780 51,312,339
------------ ------------
68,706,724 60,426,991
------------ ------------
Total additions 122,102,643 91,018,563
Deductions
Benefit payments 53,300,965 52,520,837
Administrative expenses 91,930 100,845
------------ ------------
Total deductions 53,392,895 52,621,682
------------ ------------
Net realized and unrealized appreciation in fair
value of investments:
Whirlpool Corporation common stock 27,926,287 1,261,652
Mutual funds 131,421,359 38,028,305
Common and collective funds 7,148,124 13,604
------------ ------------
166,495,770 39,303,561
------------ ------------
Net increase 235,205,518 77,700,442
Assets available for benefits at beginning of year 628,482,165 550,781,723
------------ ------------
Assets available for benefits at end of year $863,687,683 $628,482,165
============ ============
See accompanying notes.
F-5
EIN 38-1490038
Plan #001
Whirlpool 401(k) Plan
Notes to Financial Statements
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
Every full-time and part-time employee of Whirlpool is 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 15%, 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
For 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 (other than exempt employees and employees who terminated employment
during the year for a reason other than retirement, disability, or death) 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. Employer matching
F-6
Whirlpool 401(k) Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
contributions and tax-deferred contributions are 100% vested at all times.
Exempt employees are not eligible for Employer matching contributions.
Furthermore, 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 options 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
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
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.
Reclassifications
Certain amounts in the 1998 financial statements have been reclassified to
conform to the 1999 presentation.
F-9
Whirlpool 401(k) Plan
Notes to Financial Statements (continued)
3. Investments
A summary of the guaranteed investment contracts held at December 31, 1999, is
as follows:
Crediting 1999
Interest Average Fair
Rate Yield Value
---------------------------------------------------
Continental Assurance Company, #GP-24029 5.15% 6.58% $ 1,920,263
John Hancock Mutual Life Insurance Company,
#GAC-8722 6.03 5.86 1,287,714
GE Life & Annuity Assurance Co., #GS-2949 6.40 6.20 1,330,226
GE Life & Annuity Assurance Co., #GS-3056 5.81 5.97 3,421,940
Metropolitan Life Insurance Co., #GAC-24896 6.05 5.92 3,018,891
Monumental Life Insurance Co., #BDA-00720-FR 5.07 4.87 3,192,557
New York Life Insurance Company, #GA-30679 5.15 5.28 3,146,907
New York Life Insurance Company, #GA-30745 5.40 4.64 3,395,604
Pacific Life Insurance Co., #G-26430.01 6.02 6.09 3,315,691
Principal Life Insurance Company, #GA-4-30429 6.25 6.07 3,768,570
Transamerica Occidental Insurance Company,
#GA-51469-00 4.99 4.88 6,114,100
------------------
$33,912,463
==================
All guaranteed insurance contracts have crediting interest rates which are fixed
over the lives of the contracts.
The fair value of individual investments that represent 5% or more of the Plan's
assets is as follows:
December 31
1999 1998
--------------------------------
Putnam Asset Allocation Balanced Portfolio $ 50,486,000 $ 45,543,044
Putnam New Opportunities Fund 92,380,127 45,692,185
Putnam Voyager Fund 302,795,477 205,018,751
Whirlpool Corporation common stock 87,841,266* 71,780,612*
Putnam Stable Value Fund 86,855,114 39,537,198
Putnam S&P 500 Index Fund 44,779,302 -
*Nonparticipant directed.
F-10
Whirlpool 401(k) Plan
Notes to Financial Statements (continued)
4. Nonparticipant-Directed Investments
Information about the assets and the significant components of the changes in
assets relating to the nonparticipant-directed investment is as follows:
December 31
1999 1998
------------------------------
Whirlpool Corporation common stock $87,841,266 $71,780,613
==============================
Year ended December 31
1999 1998
--------------------------------
Changes in assets:
Dividend income $ 1,917,802 $ 1,508,477
Employer contributions 12,134,944 9,114,652
Participant contributions 4,846,701 4,720,573
Benefit payments (3,272,423) (3,284,958)
Administrative expenses (26,585) (24,135)
Net realized and unrealized appreciation in
fair value of investments 27,926,287 1,261,652
Transfers from (to) participant-directed (27,466,073) 612,690
investments --------------------------------
$ 16,060,653 $13,908,951
================================
5. Income Tax Status
The Internal Revenue Service ruled on March 27, 1995, that the Plan qualified
under section 401(a) of the IRC and that the related trust is tax-exempt under
section 501(a) of the IRC. The Plan has been amended since receiving the
determination letter. In addition, in order to maintain its qualified status,
the Plan must be operated in accordance with the terms of the Plan document and
the requirements of the IRC. The Plan Administrator believes that the Plan is
designed and is currently being operated in compliance with the applicable
requirements of the IRC.
F-11
Supplemental Schedules
F-12
EIN 38-1490038
Plan #001
Whirlpool 401(k) Plan
Schedule H, Line 4(i) - Schedule of Assets Held for Investment Purposes at End
of Year
December 31, 1999
Number of Contract/
Shares Current
Description of Investment or Units Cost Value
- ------------------------------------------------------------------------------------------------------------------
Mutual funds:
Putnam* New Opportunities Fund 999,677 N/A $ 92,380,127
EuroPacific Growth Fund* 889,621 N/A 37,951,233
Heartland Value Fund* 682,714 N/A 24,919,056
Putnam* Voyager Fund 9,582,135 N/A 302,795,477
Putnam* Income Fund 1,416,409 N/A 9,036,691
Vanguard Windsor II Fund* 652,593 N/A 16,295,256
Putnam* Asset Allocation Growth Portfolio 840,183 N/A 12,846,401
Putnam* Asset Allocation Balanced Portfolio 3,892,521 N/A 50,486,000
Putnam* Asset Allocation Conservative Portfolio 944,151 N/A 9,970,232
------------------------------
556,680,473
Common and collective funds:
Putnam* Stable Value Fund 86,855,114 N/A 86,855,114
Putnam* S&P 500 Index Fund 1,281,606 N/A 44,779,302
---------------
131,634,416
Whirlpool Corporation* common stock 1,350,106 71,915,795 87,841,266
Insurance contracts:
Continental Assurance Company* guaranteed
investment contract, #GP-24029, 5.15% N/A 1,920,263
GE Life & Annuity Assurance Co.* guaranteed
investment contract, #GS-2949, 6.40% N/A 1,330,226
GE Life & Annuity Assurance Co.* guaranteed
investment contract, #GS-3056, 5.81% N/A 3,421,940
F-13
EIN 38-1490038
Plan #001
Whirlpool 401(k) Plan
Schedule H, Line 4(i) - Schedule of Assets Held for Investment Purposes at End
of Year (continued)
December 31, 1999
Number of Contract/
Shares Current
Description of Investment or Units Cost Value
- -------------------------------------------------------------------------------------------------------------------
Insurance contracts (continued):
John Hancock Mutual Life Insurance Company*
guaranteed insurance contract, #GAC-8722, 6.03% N/A $ 1,287,714
Metropolitan Life Insurance Co.* guaranteed investment
contract, #GAC-24896, 6.05% N/A 3,018,891
Monumental Life Insurance Co.* guaranteed investment
contract, #BDA-00720-FR, 5.07% N/A 3,192,557
New York Life* guaranteed investment contract,
#GA-30679, 5.15% N/A 3,146,907
New York Life * guaranteed investment contract,
#GA-30745, 5.40% N/A 3,395,604
Pacific Life Insurance Co.* guaranteed investment
contract, #G-26430.01, 6.02% N/A 3,315,691
Principal Life Insurance Company* guaranteed
investment contract, #GA-4-30429, 6.25% N/A 3,768,570
Transamerica Occidental guaranteed investment contract,
#GA-51469-00, 4.99% N/A 6,114,100
------------
33,912,463
Participant loans (9% to 9.5%) 32,899,422
------------
Total investments $842,968,040
============
*Party in interest.
N/A - Information not required.
F-14
EIN 38-1490038
Plan #001
Whirlpool 401(k) Plan
Schedule H, Line 4(j) - Schedule of Reportable Transactions
Year ended December 31, 1999
Current
Value
of Asset on
Identity of Purchase Selling Cost of Transaction Net
Party Involved Description of Assets Price Price Asset Date Gain
- ------------------------------------------------------------------------------------------------------------------------------------
Category (iii) - Series of transactions in excess of 5% of plan assets
- ----------------------------------------------------------------------
Whirlpool Corporation Common stock $73,834,301 $ - $73,834,301 $73,834,301 $ -
- 85,704,628 70,030,459 85,704,628 15,674,169
There were no category (i), (ii), or (iv) reportable transactions for the year
ended December 31, 1999.
F-15
Exhibit Index
--------------
Sequential
Exhibit No. Document Page Number*
- ----------- -------- ------------
23 Consent of Ernst & Young
_____________________________________
*This information appears only in the manually signed original of the Form 11-K