FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
[X] SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
For the plan year ended December 31, 2000
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
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 21, 2001
By: /s/ John C. Anderson
----------------------------------
Name: John C. Anderson
Title: Trustee and Chairman of the
Individual Trustees
3
ANNUAL REPORT ON FORM 11-K
--------------------------
FINANCIAL STATEMENTS
--------------------
PLAN YEAR ENDED DECEMBER 31, 2000
WHIRLPOOL 401(k) PLAN
WHIRLPOOL CORPORATION
BENTON HARBOR, MICHIGAN
F-1
WHIRLPOOL 401(k) PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
YEARS ENDED DECEMBER 31, 2000 AND 1999
The following financial statements of the Whirlpool 401(k) Plan are submitted
herewith:
Page
----
Report of Independent Auditors F-3
Statements of Assets Available for
Benefits -- December 31, 2000 and 1999 F-4
Statements of Changes in Assets Available
for Benefits -- Two-Years Ended
December 31, 2000 F-5
Notes to Financial Statements F-6
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) F-12
F-2
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, 2000 and 1999, 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, 2000 and 1999, 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 schedule of assets
(held at end of year) as of December 31, 2000 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, Illinois
April 23, 2001
F-3
EIN 38-1490038
Plan #001
Whirlpool 401(k) Plan
Statements of Assets Available for Benefits
December 31
2000 1999
---------------------------------
Contributions receivable:
Employer $ 12,420,758 $ 12,134,944
Participant 4,122,173 8,496,538
Interest receivable 565,764 88,161
Investments:
At fair value:
Mutual funds 474,888,429 556,680,473
Common and collective funds 108,702,166 131,634,416
Common stock of Whirlpool Corporation 110,951,247 87,841,266
Participant loans 39,292,581 32,899,422
At contract value:
Guaranteed investment contracts 21,767,338 33,912,463
---------------------------------
Total investments 755,601,761 842,968,040
---------------------------------
Assets available for benefits $772,710,456 $863,687,683
=================================
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
2000 1999
--------------------------------------
Additions
Dividends on Whirlpool Corporation common stock
$ 2,024,489 $ 1,917,802
Other dividend income 53,638,531 43,358,952
Interest income 8,712,703 8,119,165
--------------------------------------
64,375,723 53,395,919
Employer contributions 12,420,758 12,134,944
Participant contributions 57,146,563 56,571,780
--------------------------------------
69,567,321 68,706,724
--------------------------------------
Total additions 133,943,044 122,102,643
Deductions
Benefit payments 61,966,851 53,300,965
Administrative expenses 111,350 91,930
--------------------------------------
Total deductions 62,078,201 53,392,895
Net realized and unrealized appreciation (depreciation) in
fair value of investments:
Whirlpool Corporation common stock (19,723,915) 27,926,287
Mutual funds (139,296,747) 131,421,359
Common and collective funds (3,821,408) 7,148,124
--------------------------------------
(162,842,070) 166,495,770
--------------------------------------
Net increase (decrease) (90,977,227) 235,205,518
Assets available for benefits at beginning of year 863,687,683 628,482,165
--------------------------------------
Assets available for benefits at end of year $ 772,710,456 $863,687,683
======================================
See accompanying notes.
F-5
EIN 38-1490038
Plan #001
Whirlpool 401(k) Plan
Notes to Financial Statements
Years ended December 31, 2000 and 1999
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
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 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 contributions and tax-deferred contributions are 100% vested at all
times. Exempt employees, with the exception of certain Whirlpool officers,
F-6
Whirlpool 401(k) Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
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.
Any amounts forfeited with respect to this Plan shall be applied to reduce
future Employer match contributions.
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 1999 financial statements have been reclassified to
conform to the 2000 presentation.
3. Investments
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
===========
F-9
Whirlpool 401(k) Plan
Notes to Financial Statements (continued)
3. Investments (continued)
All guaranteed insurance contracts have crediting interest rates that 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
2000 1999
----------------------------
Putnam Asset Allocation Balanced Portfolio $ 48,928,307 $ 50,486,000
Putnam New Opportunities Fund 80,398,528 92,380,127
Putnam Voyager Fund 224,085,335 302,795,477
Whirlpool Corporation common stock 110,951,247 87,841,266
Putnam Stable Value Fund 74,339,242 86,855,114
Putnam S&P 500 Index Fund 34,362,924 44,779,302
4. 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-10
Supplemental Schedule
F-11
EIN 38-1490038
Plan #001
Whirlpool 401(k) Plan
Schedule H, Line 4(i) - Schedule of Assets
(Held at End of Year)
December 31, 2000
Number of Contract/
Shares Current
Description of Investment or Units Value
-----------------------------------------------------------------------------------------------------------
Mutual funds:
Putnam* Bond Index Fund 182,460 $ 2,008,885
Alger Mid-Cap Growth Retirement Portfolio* 454,279 7,200,324
Neuberger & Berman Genesis Trust* 143,929 3,850,106
Federated Stock Fund* 30,362 1,031,413
Lazard International Equity Fund* 11,344 152,122
Putnam* New Century Fund 63,283 1,122,636
Alger Small-Cap Growth Retirement Portfolio* 35,370 735,687
TCW Galileo Small-Cap Growth Fund* 78,865 2,160,126
TCW Galileo Select Equity I/Concentrated Core* 37,565 766,330
Alger Growth Retirement Portfolio* 59,367 857,851
PIMCO High Yield Fund* 56,902 552,520
Putnam * Growth Opportunities Fund 54,643 1,204,873
Putnam* International Voyager Fund 107,795 2,436,161
Putnam* Vista Fund 377,378 5,045,542
Putnam* New Opportunities Fund 1,343,109 80,398,528
EuroPacific Growth Fund* 909,818 28,522,809
Heartland Value Fund* 606,854 20,013,937
Putnam* Voyager Fund 9,372,034 224,085,335
Putnam* Income Fund 1,247,965 7,986,975
Vanguard Windsor II Fund* 591,777 16,096,322
Putnam* Asset Allocation Growth Portfolio 992,363 10,955,688
Putnam* Asset Allocation Balanced Portfolio 4,517,849 48,928,307
Putnam* Asset Allocation Conservative Portfolio 946,705 8,775,952
-----------------
474,888,429
F-12
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, 2000
Number of Contract/
Shares Current
Description of Investment or Units Value
----------------------------------------------------------------------------------------------------------
Common and collective funds:
Putnam* Stable Value Fund 74,339,242 $ 74,339,242
Putnam* S&P 500 Index Fund 1,084,688 34,362,924
------------
108,702,166
Whirlpool Corporation* common stock 2,326,632 110,951,247
Insurance contracts:
Continental Assurance Company* guaranteed investment contract,
#GP-24029, 5.15% 2,019,583
GE Life & Annuity Assurance Co.* guaranteed investment contract,
#GS-2949, 6.40% 1,330,227
GE Life & Annuity Assurance Co.* guaranteed investment contract,
#GS-3056, 5.81% 3,620,755
Metropolitan Life Insurance Co.* guaranteed investment contract,
#GAC-24896, 6.05% 2,992,915
Peoples Security Life Insurance Co.* guaranteed investment
contract, #BDA-00720-FR, 5.07% 2,012,823
New York Life* guaranteed investment contract, #GA-30679, 5.16%
2,207,474
New York Life * guaranteed investment contract, #GA-30745, 5.40%
3,579,133
Principal Life Insurance Company* guaranteed investment contract,
#GA-4-30429, 6.26% 4,004,428
------------
21,767,338
Participant loans (9%) 39,292,581
------------
Total investments $755,601,761
============
*Party in interest.
F-13
Exhibit Index
-------------
Sequential
Exhibit No. Document Page Number
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23 Consent of Ernst & Young 18