-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N2D47Z95t7svXcgmDqhbo/ExsBTVuDS3TUrDeVyWDg70clUczvTQza4hKs7eAcfK P2zB9zrdmrYtL+DRACBWSg== 0000950131-98-004019.txt : 19980626 0000950131-98-004019.hdr.sgml : 19980626 ACCESSION NUMBER: 0000950131-98-004019 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980625 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHIRLPOOL CORP /DE/ CENTRAL INDEX KEY: 0000106640 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD APPLIANCES [3630] IRS NUMBER: 381490038 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-03932 FILM NUMBER: 98653684 BUSINESS ADDRESS: STREET 1: WHIRLPOOL CNTR 2000 M 63 STREET 2: C/O CORPORATE SECRETARY CITY: BENTON HARBOR STATE: MI ZIP: 49022-2692 BUSINESS PHONE: 6169235000 MAIL ADDRESS: STREET 1: WHIRLPOOL CTR 2000 M 63 STREET 2: C/O CORPORATE SECRETARY CITY: BENTON HARBOR STATE: MI ZIP: 49022-2692 FORMER COMPANY: FORMER CONFORMED NAME: WHIRLPOOL SEEGER CORP DATE OF NAME CHANGE: 19710824 11-K 1 FORM 11-K CONFORMED COPY -------------- FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) For the plan year ended December 31, 1997 OR [_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) Commission file number I-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 28 pages The Exhibit Index appears on page 27 1 Reference is hereby made to the Financial Statements attached hereto which begin on page F-1. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees of the Plan have duly caused this annual report to be signed by the undersigned hereunto duly authorized. WHIRLPOOL 401(k) PLAN Date: June 25, 1998 By: /s/ Kenneth W. Kaminski ---------------------------------- Name: Kenneth W. Kaminski Title: Trustee and Chairman of the Individual Trustees 3 ANNUAL REPORT ON FORM 11-K -------------------------- FINANCIAL STATEMENTS -------------------- PLAN YEAR ENDED DECEMBER 31, 1997 WHIRLPOOL 401(k) PLAN WHIRLPOOL CORPORATION BENTON HARBOR, MICHIGAN 4 F-1 FORM 11-K FINANCIAL STATEMENTS WHIRLPOOL 401(k) PLAN WHIRLPOOL CORPORATION 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, 1997 and 1996 F-4 Statements of Changes in Assets Available for Benefits -- Two-Years Ended December 31, 1997 F-5 Notes to Financial Statements F-6 Lines 27a -- Schedule of Assets Held for Investment Purposes F-21 Lines 27d -- Schedule of Reportable Transactions F-23 Schedules Nos. I, II and III, for which provisions are made in the applicable accounting regulations of the Securities and Exchange Commission, have been omitted since the information required is shown in the related financial statements and notes thereto. 5 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, 1997 and 1996, 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 generally accepted auditing standards. 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, 1997 and 1996, and the changes in its assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. 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 as of December 31, 1997, and reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the financial statements. 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 18, 1998 6 F-3 Whirlpool 401(k) Plan Statements of Assets Available for Benefits
December 31 1997 1996 ---------------------------- Contributions receivable $ 13,449,333 $ 13,747,271 Interest and dividends receivable 206,929 160,165 Investments: At fair value: Mutual funds 363,440,595 281,588,580 Common trust funds 9,456,615 41,793,526 Common stock of Whirlpool Corporation 57,871,662 55,930,639 At contract value: Guaranteed investment contracts 82,316,595 68,938,488 At cost: Participant loans 24,039,994 19,838,946 ---------------------------- 537,125,461 468,090,179 ---------------------------- Assets available for benefits $550,781,723 $481,997,615 ============================
See accompanying notes. 7 F-4 Whirlpool 401(k) Plan Statements of Changes in Assets Available for Benefits
Year ended December 31 1997 1996 ---------------------------- Additions Dividends on Whirlpool Corporation common stock $ 1,592,075 $ 1,698,883 Other dividends 25,869,730 18,191,366 Interest 7,117,702 6,348,961 ---------------------------- 34,579,507 26,239,210 Net realized and unrealized appreciation (depreciation) in fair value of investments: Whirlpool Corporation common stock 12,092,758 (7,832,687) Investments other than Whirlpool Corporation common stock 37,648,389 12,029,779 ---------------------------- 49,741,147 4,197,092 Employer contributions 7,155,734 7,358,765 Employee contributions 54,828,328 53,907,401 ---------------------------- 61,984,062 61,266,166 ---------------------------- Total additions 146,304,716 91,702,468 Deductions Participant withdrawals 77,445,369 43,351,317 Administrative expenses 75,239 103,328 ---------------------------- Total deductions 77,520,608 43,454,645 ---------------------------- Net increase 68,784,108 48,247,823 Assets available for benefits at beginning of year 481,997,615 433,749,792 ---------------------------- Assets available for benefits at end of year $550,781,723 $481,997,615 ============================
See accompanying notes. 8 F-5 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 or Whirlpool). The following description of the Plan provides only general information. Participants should refer to the Whirlpool Savings Plan Summary Plan Description for a more complete description of the Plan's provisions. Every full-time and every part-time employee of Whirlpool shall be 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. Such elections are made and can be adjusted by giving notice to the custodian via the voice response system on a daily basis, 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 that 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%. For each year, the Employer establishes performance goals that consist of five levels of performance for the Employer. 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, as follows: (i) no matching contribution if Employer performance compared to goals is below level 1 performance; (ii) a $.25 per dollar match for level 1 performance; (iii) a $.40 per dollar match for level 2 performance; (iv) a $.50 per dollar match for level 3 performance; (v) a $.60 per dollar match for level 4 performance; and (vi) a $.75 per dollar match for level 5 performance. Employer matching 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. 9 F-6 Whirlpool 401(k) Plan Notes to Financial Statements (continued) 1. Description of Plan (continued) The value of each participant's aggregate deposits can be invested in accordance with that participant's election in one or more of the following investment funds in any whole percentage: Whirlpool Stock Fund Consists exclusively of stock in Whirlpool Corporation for those who want to share in the potential growth of Whirlpool Corporation. Since this investment is in shares of an individual stock, the potential return will depend on Whirlpool's performance. Putnam New Opportunities Fund Aggressively seeks long-term capital appreciation by investing primarily in common stocks of companies within certain emerging industry groups that offer above-average potential for growth. EuroPacific Growth Fund Aggressively seeks higher long-term returns by investing primarily in common and preferred stock of companies located outside the United States, as well as in fixed-income securities and other short-term securities. Heartland Value Fund Aggressively seeks higher long-term returns by investing primarily in common and preferred stocks of companies located in the United States with small-market capitalizations, as well as in fixed-income securities and other short-term securities. Putnam Voyager Fund Seeks aggressive capital appreciation by investing primarily in a combination of stocks of smaller companies expected to grow over time, as well as stocks of larger, more established corporations. 10 F-7 Whirlpool 401(k) Plan Notes to Financial Statements (continued) 1. Description of Plan (continued) Putnam Income Fund Seeks current income consistent with prudent risk by investing primarily in corporate bonds from creditworthy companies. Stable Value Fund Seeks a stable rate of return while preserving principal by investing in a diversified portfolio of investment contracts and other fixed-income securities. This fund includes investments selected prospectively by Putnam Investments for Whirlpool participants, as well as investments previously negotiated by Whirlpool Corporation. Vanguard Windsor II Fund Aggressively seeks higher long-term returns and dividend income by investing mainly in common stocks of companies considered to be undervalued by the Fund's advisors. Putnam S&P 500 Index Fund Seeks to closely match the performance of the Standard and Poor's 500 Index. Diversification is among different types of stocks, with some investment in money market instruments and financial futures contracts. The Asset Allocation Portfolios described below are a mix of stocks, bonds, and money market instruments adjusted by Putnam's investment team to take advantage of market conditions. The three funds differ for the most part in the percentages of stocks they contain compared to bonds and money market instruments. Participants select the portfolio that is most consistent with their lifestyle and financial needs. Each of the portfolios are managed for long-term results and changes are made to each portfolio depending on its goals. Putnam Asset Allocation: Growth Portfolio For more aggressive investors who will accept more risk in exchange for higher growth potential. Diversification is among different types of stocks, with some investment in bond and money market instruments. 11 F-8 Whirlpool 401(k) Plan Notes to Financial Statements (continued) 1. Description of Plan (continued) Putnam Asset Allocation: Balanced Portfolio For investors who want an investment with moderate risk and potential for moderate growth. Risk is reduced because of the balance between the relative stability of bonds and the fluctuation of stocks. Putnam Assets Allocation: Conservative Portfolio For investors who are willing to assume reduced potential for growth in exchange for less risk. Risk is reduced through substantial investments in investment-grade bonds, while a portion remains in stocks to help investments stay ahead of inflation. Prior to June 30, 1996, participants could direct their aggregate deposits in the following funds in addition to the Whirlpool Stock Fund, the EuroPacific Growth Fund, and the Heartland Value Fund: Index Fund The objective of the Index Fund was to closely match the performance of the Standard and Poor's 500 Index. This fund was 100% invested in the Woodward Equity Index Fund. Because the fund was a broadly diversified fund, it could have invested in securities of Whirlpool or its subsidiaries. Equity Growth Fund The objective of the Equity Growth Fund was to achieve long-term capital appreciation from common stocks. This fund was 100% invested in the IDS New Dimensions Fund, Inc. Because the fund was a broadly diversified fund, it could have invested in securities of Whirlpool or its subsidiaries. Income Fund The objective of the Income Fund was to earn a consistent return with stability of principal. The fund was invested in guaranteed investment contracts and a common trust fund. The underlying securities of the common trust fund included U.S. government bonds, Treasury notes, and corporate bonds. 12 F-9 Whirlpool 401(k) Plan Notes to Financial Statements (continued) 1. Description of Plan (continued) Balanced Fund The objective of the Balanced Fund was to allow the investor to benefit from periods of strength in both the stock and bond markets while helping to reduce the risk of investing in a single market. It allowed the participant to utilize the expertise of a professional to make the critical asset mix decision. This fund was 100% invested in IDS Investment Series, Inc. Because the fund was a broadly diversified fund, it could have invested in securities of Whirlpool or its subsidiaries. Money Market Fund The objective of the Money Market Fund was to earn a good return for investments concurrent with preservation of capital and liquidity. The Money Market Fund invested in obligations issued or guaranteed by the U.S. government or its agencies, high quality certificates of deposit, time deposits, bankers' acceptances, variable rate master notes, commercial paper, and repurchase agreements. 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. 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). 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. 13 F-10 Whirlpool 401(k) Plan Notes to Financial Statements (continued) 1. Description of Plan (continued) The Plan makes 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. Each such loan is allocated to a separate loan account and treated for investment purposes as an investment of the account of the participant who received the loan. 2. Significant Accounting Policies Investments Held by the Trust All the investments of the Plan are held by the Trust. For the period January 1, 1996 to June 30, 1996, NBD Bank was the custodian of the Trust's assets. Effective July 1, 1996, custodianship was transferred to Putnam Investment Company. 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 participant withdrawals 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 at the end of each month. Valuation of Investments The Plan's investments represent the Plan's share of the Trust's investments. 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 14 F-11 Whirlpool 401(k) Plan Notes to Financial Statements (continued) 2. Significant Accounting Policies (continued) 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 units owned by the Plan in the common trust 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. Plan 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. 3. Investments A summary of the investments held at December 31 is as follows:
December 31 1997 1996 -------------------------- Investments, at fair value: Mutual funds $363,440,595 $281,588,580 Common trust funds 9,456,615 41,793,526 Common stock of Whirlpool: (1,052,212 shares at December 31, 1997; 1,199,586 shares at December 31, 1996) 57,871,662 55,930,639 Investments, at contract value: Guaranteed investment contracts 82,316,595 68,938,488 Investment, at cost: Participant loans 24,039,994 19,838,946 ========================== Total investments $537,125,461 $468,090,179 ==========================
15 F-12 Whirlpool 401(k) Plan Notes to Financial Statements (continued) 3. Investments (continued) A summary of the guaranteed investment contracts held at December 31, 1997, is as follows:
Credited Interest Average Fair Rate Yield Value ---------------------------------------------- Continental Assurance Company, #GP-24029 5.15% 5.08% $ 5,211,409 John Hancock Mutual Life Insurance Company, #8722-GAC 6.04 7.76 2,650,453 Life Insurance Company of Virginia, #GS-2949 6.40 6.26 5,000,850 Life Insurance Company of Virginia, #GS-3056 5.81 5.49 6,109,869 New York Life Insurance Company, #GA30745 5.40 5.14 6,102,887 New York Life Insurance Company, #GA30679 5.16 5.09 5,211,818 Peoples Security Life Insurance Company, #BDA00720FR 5.07 4.99 5,208,139 The Principal Financial Group, #GA430429-01 6.26 5.62 504,680 Security Life of Denver, #FA-0627 6.25 6.74 2,003,325 TransAmerica Occidental Life Insurance Company, #GA51469 5.00 4.62 5,545,667 United of Omaha Life Insurance Company, #SDGA11498 6.23 5.98 2,507,254 United of Omaha Life Insurance Company, #SDGA111566 6.23 5.98 2,507,254 Morgan Guaranty Trust Company, #WHIR9705A 5.62 5.54 33,752,990 --------------- $82,316,595 ===============
The credited interest rates for the United of Omaha Life Insurance Company guaranteed investment contracts are adjusted monthly, and the credited interest rate for the Morgan Guaranty Trust Company guaranteed investment contract is adjusted quarterly. All remaining guaranteed insurance contracts have credited interest rates which are fixed over the lives of the contracts. A guaranteed investment contract with Security Life of Denver Insurance Company matured in September 1997. The credited interest rate was 5.06%. The contract had average yields of 5.49% and 5.90% in 1997 and 1996, respectively. The guaranteed investment contract with Morgan Guaranty Trust Company has underlying investments with a fair value of $33,313,888. The fair value of the wrapper contract is $439,102 at December 31, 1997. 16 F-13 Whirlpool 401(k) Plan Notes to Financial Statements (continued) 3. Investments (continued) The fair value of individual investments that represent 5% or more of the Plan's assets is as follows:
December 31 1997 1996 --------------------------- Heartland Value Fund $ 49,910,463 $ 28,148,402 Putnam Asset Allocation: Balanced Portfolio 47,506,461 38,313,040 Putnam New Opportunities Fund 30,452,757 - Putnam Voyager Fund 177,906,240 166,479,169 Whirlpool common stock 57,871,662 55,930,639 Morgan Guaranty Trust Company guaranteed investment contract 33,752,990 - Security Life of Denver Insurance Company guaranteed investment contract - 63,914,848 Boston Safe Deposit & Trust Company Short Term Investment Fund - 41,793,526
17 F-14 Whirlpool 401(k) Plan Notes to Financial Statements (continued) 4. Detail of the Allocation of Plan Assets Detail of the allocation of Plan assets as of December 31, 1997, follows:
Putnam Whirlpool New EuroPacific Heartland Putnam Putnam Stock Opportunities Growth Value Voyager Income Fund Fund Fund Fund Fund Fund -------------------------------------------------------------------------------- Contributions receivable $ - $ - $ - $ - $ - $ - Interest and dividends receivable - - - - - - Investments: Mutual Funds - 30,452,757 18,565,883 49,910,463 177,906,240 12,183,207 Common trust funds - - - - - - Common stock of Whirlpool 57,871,662 - - - - - Guaranteed investment contract - - - - - - Participant loans - - - - - - -------------------------------------------------------------------------------- Total investments 57,871,662 30,452,757 18,565,883 49,910,463 177,906,240 12,183,207 -------------------------------------------------------------------------------- Assets available for benefits $57,871,662 $30,452,757 $18,565,883 $49,910,463 $177,906,240 $12,183,207 =================================================================================
Putnam Putnam Putnam Putnam Asset Asset Asset Stable Vanguard S&P 500 Allocation: Allocation: Allocation: Value Windsor II Index Growth Balanced Conservative Fund Fund Fund Portfolio Portfolio Portfolio ---------------------------------------------------------------------------- Contributions receivable $ - $ - $ - $ - $ - $ - Interest and dividends receivable 206,929 - - - - - Investments: Mutual Funds - 3,972,761 2,739,557 12,775,860 47,506,461 7,427,406 Common trust funds 9,456,615 - - - - - Common stock of Whirlpool - - - - - - Guaranteed investment contract 82,316,595 - - - - - Participant loans - - - - - - ---------------------------------------------------------------------------- Total investments 91,773,210 3,972,761 2,739,557 12,775,860 47,506,461 7,427,406 ---------------------------------------------------------------------------- Assets available for benefits $91,980,139 $3,972,761 $2,739,557 $12,775,860 $47,506,461 $7,427,406 ============================================================================
Contributions Pending Participant Allocation Loans Total -------------------------------------------- Contributions receivable $13,449,333 $ - $ 13,449,333 Interest and dividends receivable - - 206,929 Investments: Mutual Funds - - 363,440,595 Common trust funds - - 9,456,615 Common stock of Whirlpool - - 57,871,662 Guaranteed investment contract - - 82,316,595 Participant loans - 24,039,994 24,039,994 -------------------------------------------- Total investments - 24,039,994 537,125,461 -------------------------------------------- Assets available for benefits $13,449,333 $24,039,994 $550,781,723 ============================================
Detail of the allocation of Plan assets as of December 31, 1996, follows:
Putnam Whirlpool New EuroPacific Heartland Putnam Putnam Stock Opportunities Growth Value Voyager Income Fund Fund Fund Fund Fund Fund ------------------------------------------------------------------------------- Contributions receivable $ - $ - $ - $ - $ - $ - Interest and dividends receivable - - - - - - Investments: Mutual Funds - 21,133,369 13,688,148 28,148,188 166,479,169 4,758,430 Common trust fund - - - - - - Common stock of Whirlpool Corporation 55,930,639 - - - - - Guaranteed investment contracts - - - - - - Participant loans - - - - - - ------------------------------------------------------------------------------- Total investments 55,930,639 21,133,369 13,688,148 28,148,188 166,479,169 4,758,430 ------------------------------------------------------------------------------- Assets available for benefits $55,930,639 $21,133,369 $13,688,148 $28,148,188 $166,479,169 $4,758,430 ===============================================================================
Putnam Putnam Putnam Asset Asset Asset Stable Allocation: Allocation: Allocation: Contributions Value Growth Balanced Conservative Pending Participant Fund Portfolio Portfolio Portfolio Allocation Loans Total -------------------------------------------------------------------------------------------- Contributions receivable $ - $ - $ - $ - $13,747,271 $ - $ 13,747,271 Interest and dividends receivable 160,165 - - - - - 160,165 Investments: Mutual Funds - 5,029,055 4,039,181 38,313,040 - - 281,588,580 Common trust fund 41,793,526 - - - - - 41,793,526 Common stock of Whirlpool Corporation - - - - - - 55,930,639 Guaranteed investment contracts 68,938,488 - - - - - 68,938,488 Participant loans - - - - - 19,838,946 19,838,946 -------------------------------------------------------------------------------------------- Total investments 110,732,014 5,029,055 4,039,181 38,313,040 - 19,838,946 468,090,179 -------------------------------------------------------------------------------------------- Assets available for benefits $110,892,179 $5,029,055 $4,039,181 $38,313,040 $13,747,271 $19,838,946 $481,997,615 ============================================================================================
18 F-15 Whirlpool 401(k) Plan Notes to Financial Statements (continued) 5. Detail of Statement of Changes in Assets Available for Plan Benefits Detail of statement of changes in assets available for plan benefits for the year ended December 31, 1997.
Putnam Whirlpool New EuroPacific Heartland Putnam Putnam Stable Stock Opportunities Growth Value Voyager Income Value Fund Fumd Fumd Fumd Fumd Fumd Fumd ------------------------------------------------------------------------------------------------ Assets available for benefits at beginning of year $55,930,639 $21,133,369 $13,688,148 $28,148,188 $166,479,169 $ 4,758,430 $ 110,892,179 Dividends on Whirlpool common stock 1,592,075 - - - - - - Other dividends - 655,809 1,669,327 6,467,690 10,503,219 554,685 - Interest - 22,455 143 1,407 35 46 5,178,501 ------------------------------------------------------------------------------------------------ 1,592,075 678,264 1,669,470 6,469,097 10,503,254 554,731 5,178,501 Net realized and unrealized appreciation in fair value of investments: Whirlpool common stock 12,092,758 - - - - - - Investments other than Whirlpool common stock - 4,161,405 (118,116) 1,419,428 28,738,316 139,538 - ------------------------------------------------------------------------------------------------ 12,092,758 4,161,405 (118,116) 1,419,428 28,738,316 139,538 - Employer contributions - - - - - - - Employee contributions 4,889,528 4,222,729 2,556,960 3,935,298 15,078,165 856,928 9,151,794 ------------------------------------------------------------------------------------------------ 4,889,528 4,222,729 2,556,960 3,935,298 15,078,165 856,928 9,151,794 Participant withdrawals (3,801,153) (1,892,915) (3,348,637) (4,662,902) (16,663,197) (2,187,826) (34,660,377) Loans issued (3,167,146) (879,562) (499,227) (940,981) (5,224,988) (100,912) (2,673,508) Loan repayments 1,707,551 894,319 492,989 960,057 4,162,145 148,907 2,288,777 Administrative expenses (17,158) (3,926) (2,118) (4,053) (24,562) (572) (15,179) Interfund transfers (11,355,432) 2,139,074 4,126,414 14,586,331 (25,142,062) 8,013,983 1,817,952 ----------------------------------------------------------------------------------------------- Assets available for benefits at end of year $57,871,662 $30,452,757 $18,565,883 $49,910,463 $177,906,240 $12,183,207 $91,980,139 ================================================================================================
Putnam Asset Asset Asset Vanguard S&P 500 Allocation Allocation Allocation Contributions Windsor II Index Growth Balanced Conservative Pending Participant Fund Fund Portfolio Portfolio Portfolio Allocation Loans ------------------------------------------------------------------------------------------------ Assets available for benefits at beginning of year $ - $ - $5,029,055 $38,313,040 $ 4,039,181 $13,747,271 $19,838,946 Dividends on Whirlpool common stock - - - - - - - Other dividends 185,797 - 957,639 4,344,227 531,337 - - Interest - - - 2,533 281 - 1,912,301 ----------------------------------------------------------------------------------------------- 185,797 - 957,639 4,346,760 531,618 - 1,912,301 Net realized and unrealized appreciation in fair value of investments: Whirlpool common stock Investments other than Whirlpool - - - - - - - common stock (156,412) 13,604 743,796 2,517,421 189,409 - - ----------------------------------------------------------------------------------------------- (156,412) 13,604 743,796 2,517,421 189,409 - - Employer contributions - - - - - 7,155,734 - Employee contributions 11,774 6,886 1,387,524 4,819,574 1,569,591 6,341,577 - ------------------------------------------------------------------------------------------------ 11,774 6,886 1,387,524 4,819,574 1,569,591 13,497,311 - Participant withdrawals [3,157) (1,816) 1,299,647) (6,759,802) (1,484,236) - (679,704) Loans issued (203) (2,445) (211,998) (1,270,629) (96,190) - 15,067,789 Loan repayments 5,782 5,179 293,410 1,051,815 88,407 - 12,099,338 Administrative expenses (9) (21) (1,144) (6,198) (299) - - Interfund transfers 3,929,189 2,718,170 5,877,225 4,494,480 2,589,925 (13,795,249) - ------------------------------------------------------------------------------------------------ Assets available for benefits at end of year $3,972,761 $2,739,557 $12,775,860 $47,506,461 $ 7,427,406 $ 13,449,333 $24,039,994 ================================================================================================
Total ------------ Assets available for benefits at beginning of year $481,997,615 Dividends on Whirlpool common stock 1,592,075 Other dividends 25,869,730 Interest 7,117,702 ------------ 34,579,507 Net realized and unrealized appreciation in fair value of investments: Whirlpool common stock 12,092,758 Investments other than Whirlpool common stock 37,648,389 ------------ 49,741,147 Employer contributions 7,155,734 Employee contributions 54,828,328 ------------ 61,984,062 Participant withdrawals (77,445,369) Loans issued - Loan repayments - Administrative expenses (75,239) Interfund transfers - ------------ Assets available for benefits at end of year $550,781,723 ============
19 F-16 Whirlpool 401(k) Plan Notes to Financial Statements (continued) 5. Detail of Statement of Changes in Assets Available for Plan Benefits (continued) Detail of statement of changes in assets available for plan benefits for the year ended December 31, 1996.
Equity Index Growth Income Fund Fund Fund --------------------------------------------------------- Assets available for benefits at beginning of year $ 57,091,495 $ 102,259,508 $ 132,807,653 Dividends on Whirlpool common stock - - - Other dividends 715,000 1,071 881,616 Interest 29,067 10,222 1,491,387 --------------------------------------------------------- 744,067 11,293 2,373,003 Net realized and unrealized appreciation in fair value of investments: Whirlpool common stock - - - Investments other than Whirlpool common stock 5,155,581 12,893,183 1,313,227 --------------------------------------------------------- 5,155,581 12,893,183 1,313,227 Employer contributions Employee contributions 3,322,673 5,431,966 4,483,933 --------------------------------------------------------- 3,322,673 5,431,966 4,483,933 Participant withdrawals (2,202,830) (2,973,781) (13,611,141) Loans issued (1,185,230) (1,969,447) (1,594,223) Loan repayments 747,237 1,258,775 1,197,481 Administrative expenses (33,760) (14,745) (14,770) Interfund transfers 415,986 2,450,322 (6,156,702) Transfers to (from) custodians (64,055,219) (119,347,074) (120,798,461) --------------------------------------------------------- Assets available for benefits at end of year $ - $ - $ - =========================================================
20 F-17
Putnam Money Whirlpool New EuroPacific Heartland Putnam Putnam Balanced Market Stock Opportunities Growth Value Voyager Income Fund Fund Fund Fund Fund Fund Fund Fund - -------------------------------------------------------------------------------------------------------------------- $31,126,659 $ 2,094,001 $66,828,253 $ - $ 5,517,039 $12,882,721 $ - $ - - - 1,698,883 - - - - - 647,237 57,233 - 165,755 407,048 1,774,806 10,485,282 94,231 1,666 24 4,119 - 91 208 - - - -------------------------------------------------------------------------------------------------------------------- 648,903 57,257 1,703,002 165,755 407,139 1,775,014 10,485,282 94,231 - - (7,832,687) - - - - - 624,860 - - (520,234) 1,224,825 2,067,252 (10,856,941) 29,479 - -------------------------------------------------------------------------------------------------------------------- 624,860 - (7,832,687) (520,234) 1,224,825 2,067,252 (10,856,941) 29,479 - - - - - - - 2,050,565 525,200 6,667,167 2,084,331 1,632,630 3,906,800 8,461,046 1,205,988 - -------------------------------------------------------------------------------------------------------------------- 2,050,565 525,200 6,667,167 2,084,331 1,632,630 3,906,800 8,461,046 1,205,988 (1,443,877) (757,942) (3,593,706) (379,201) (603,692) (1,022,913) (4,259,199) (166,106) (552,960) (43,126) (3,265,875) (234,550) (257,253) (563,599) (2,403,798) (24,651) 414,138 20,781 1,821,173 235,561 219,985 525,431 2,273,710 14,872 (4,888) (384) (21,384) 1,111 (419) (2,162) (7,755) (65) (262,096) 928,326 (6,375,304) 19,780,596 5,547,894 8,579,644 (20,706,471) 3,604,682 (32,601,304) (2,824,113) - - - - 183,493,295 - - -------------------------------------------------------------------------------------------------------------------- $ - $ - $55,930,639 $21,133,369 $13,688,148 $28,148,188 $166,479,169 $4,758,430 ====================================================================================================================
Putnam Putnam Putnam Asset Asset Asset Stable Allocation: Allocation: Allocation: Contributions Value Growth Conservative Balanced Pending Participant Fund Portfolio Portfolio Portfolio Allocation Loans Total - ------------------------------------------------------------------------------------------------------------ $ - $ - $ - $ - $ 7,830,382 $ 15,312,081 $433,749,792 - - - - - - 1,698,883 - 229,863 2,536,951 195,273 - - 18,191,366 3,240,495 - - - - 1,571,682 6,348,961 - ------------------------------------------------------------------------------------------------------------ 3,240,495 229,863 2,536,951 195,273 - 1,571,682 26,239,210 - - - - - - (7,832,687) - (28,564) 198,282 (71,171) - - 12,029,779 - ------------------------------------------------------------------------------------------------------------ (28,564) 198,282 (71,171) - - 4,197,092 - - - - 7,358,765 - 7,358,765 4,990,194 603,076 2,606,658 349,146 5,586,028 - 53,907,401 - ------------------------------------------------------------------------------------------------------------ 4,900,194 603,076 2,606,658 349,146 12,944,793 - 61,266,166 (10,003,439) (148,217) (1,624,765) (59,485) - (501,023) (43,351,317) (1,142,132) (24,965) (478,217) (16,612) - 13,756,638 - 1,084,389 32,867 431,041 14,816 - (10,292,257) - 4,702 (126) (486) (22) - (8,175) (103,328) (10,813,602) 4,365,121 2,042,272 3,627,236 (7,027,904) - - 123,531,572 - 32,601,304 - - - - - ------------------------------------------------------------------------------------------------------------ $110,892,179 $5,029,055 $38,313,040 $4,039,181 $13,747,271 $ 19,838,946 $481,997,615 ============================================================================================================
21 F-18 Whirlpool 401(k) Plan Notes to Financial Statements (continued) 6. Income Tax Status The Internal Revenue Service ruled on March 27, 1995, that the Plan qualified under section 401(a) of the Internal Revenue Code (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. 22 F-19 Supplemental Schedules F-20 23 Whirlpool 401(k) Plan Line 27a -- Schedule of Assets Held for Investment Purposes December 31, 1997
Number of Contract/ Shares Current Description of Investment or Units Cost Value - ------------------------------------------------------------------------------------------------------------------ Mutual funds: EuroPacific Growth Fund* 713,524 units $ 18,343,766 $ 18,565,883 Heartland Value Fund* 1,473,589 units 48,527,745 49,910,463 Putnam* Asset Allocation: Growth Portfolio 1,031,143 units 12,554,842 12,775,860 Putnam* Asset Allocation: Balanced Portfolio 4,264,494 units 45,954,531 47,506,461 Putnam* Asset Allocation: Conservative Portfolio 744,976 units 7,493,482 7,427,406 Putnam* Income Fund 1,711,125 units 12,066,075 12,183,207 Putnam* New Opportunities Fund 620,219 units 27,175,469 30,452,757 Putnam* Voyager Fund 9,222,719 units 161,424,513 177,906,240 Putnam* S&P 500 Index Fund 121,380 units 2,727,928 2,739,557 Vanguard Windsor II Fund* 138,811 units 4,108,309 3,972,761 --------------------------- 340,376,660 363,440,595 Boston Safe Deposit & Trust Company Short-Term Investment Fund 9,456,615 units 9,456,615 9,456,615 Whirlpool Corporation* common stock 1,052,212 shares 51,675,308 57,871,662 Insurance contracts: Continental Assurance Company* guaranteed investment contract, #GP-24029, 5.15% 5,211,409 5,211,409 John Hancock Mutual Life Insurance Company* guaranteed insurance contract, #8722-GAC, 6.04% 2,650,453 2,650,453 Life Insurance Company of Virginia* guaranteed investment contract, #GS-2949, 6.40% 5,000,850 5,000,850 Life Insurance Company of Virginia* guaranteed investment contract, #GS-3056, 5.81% 6,109,869 6,109,869
24 F-21 Whirlpool 401(k) Plan Line 27a -- Schedule of Assets Held for Investment Purposes (continued) December 31, 1997
Number of Contract/ Shares Current Description of Investment or Units Cost Value - -------------------------------------------------------------------------------------------------------------------- Insurance contracts (continued): New York Life Insurance Company* guaranteed investment contract, #GA30745, 5.40% $ 6,102,887 $ 6,102,887 New York Life Insurance Company* guaranteed investment contract, #GA30679, 5.16% 5,211,818 5,211,818 Peoples Security Life Insurance Company* guaranteed investment contract, #BDA00720FR, 5.07% 5,208,139 5,208,139 The Principal Financial Group* guaranteed investment contract, #GA430429-01, 6.26% 504,680 504,680 Security Life of Denver Insurance Company* guaranteed investment contract, #FA-0627, 6.25% 2,003,325 2,003,325 TransAmerica Occidental Life Insurance Company* guaranteed investment contract, #GA51469, 5.00% 5,545,667 5,545,667 United of Omaha Life Insurance Company* guaranteed investment contract, #SDGA11498, 6.23% 2,507,254 2,507,254 United of Omaha Life Insurance Company* guaranteed investment contract, #SDGA111566, 6.23% 2,507,254 2,507,254 Morgan Guaranty Trust Company* guaranteed investment contract, #WHIR9705A, 5.62% 33,752,990 33,752,990 ---------------------------- 82,316,595 82,316,595 Participant loans - 24,039,994 ---------------------------- Total investments $483,825,178 $537,125,461 ============================
*Party in interest. 25 F-22 Whirlpool 401(k) Plan Line 27d -- Schedule of Reportable Transactions Year ended December 31, 1997
Current Value of Asset on Identity of Purchase Selling Cost of Transaction Net Gain Party Involved Description of Assets Price Price Asset Date (Loss) - ------------------------------------------------------------------------------------------------------------------------- Category (iii) -- Series of transactions in excess of 5% of plan assets - ----------------------------------------------------------------------- Putnam Investment Company* Asset Allocation: Balanced Portfolio $26,402,931 $ - $ - $26,403,123 $ - - 19,726,921 18,722,204 19,726,921 1,004,717 Income Fund 18,932,511 - - 18,932,438 - - 11,647,273 11,617,999 11,647,273 29,274 New Opportunities Fund 24,994,856 - - 24,971,064 - - 19,835,906 19,481,363 19,835,906 354,543 Voyager Fund 47,128,513 - - 47,128,821 - - 64,439,762 62,571,386 64,439,762 1,868,376 American Funds* Heartland Value Fund 45,047,808 - - 45,046,111 - - 24,704,961 22,788,752 24,704,961 1,916,209 EuroPacific Growth Fund 20,240,399 - - 20,240,127 - - 15,244,669 14,491,732 15,244,669 752,937 Whirlpool Corporation* Common stock 28,532,250 - - 28,531,857 - - 38,683,899 34,251,458 38,683,899 4,432,441
Note: There were no category (i), (ii), or (iv) reportable transactions for the year ended December 31, 1997. *Party in interest. Expenses related to the purchase and sales of investments are included in the cost of the investment or the proceeds from the sale and are not separately identified. 26 F-23 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 27 EX-23 2 CONSENT OF INDEPENDENT AUDITORS Exhibit 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Form F-8 Nos. 33-26680 and 33-53196) pertaining to the Whirlpool 401(k) Plan of Whirlpool Corporation of our report dated May 18, 1998, with respect to the financial statements and schedules of the Whirlpool 401(k) Plan included in this Annual Report (Form 11-K) for the year ended December 31, 1997. Chicago, Illinois June 25, 1998 28 -----END PRIVACY-ENHANCED MESSAGE-----