-----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, R222oOOpSnagOnw+ochHcWaxpWd01aa//ybqfWZNzNcjssOGS9JkqJYctN8g2MH6 DbaRr6f3zDyHu1H4wVUkbQ== 0001193125-03-010382.txt : 20030617 0001193125-03-010382.hdr.sgml : 20030617 20030617102004 ACCESSION NUMBER: 0001193125-03-010382 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030617 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: 1934 Act SEC FILE NUMBER: 001-03932 FILM NUMBER: 03746687 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 d11k.txt FORM 11-K CONFORMED COPY UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (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, 2002 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. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees of the Whirlpool 401(k) Plan have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. WHIRLPOOL CORPORATION Whirlpool 401(k) Plan Date: June 17, 2003 By: /s/ R. Stephen Barrett ------------------------------------ Name: R. Stephen Barrett Title: Executive Vice President and Chief Financial Officer Financial Statements and Supplemental Schedule Whirlpool 401(k) Plan Years ended December 31, 2002 and 2001 with Report of Independent Auditors EIN 38-1490038 Plan #001 F-1 Whirlpool 401(k) Plan Financial Statements and Supplemental Schedule Years ended December 31, 2002 and 2001 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 Schedule Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year)............F-13 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, 2002 and 2001, and the related statements of changes in assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for benefits of the Plan at December 31, 2002 and 2001, and the changes in its assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2002, 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 audits 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. /s/ Ernst & Young LLP April 18, 2003 Ernst & Young LLP Chicago, IL F-3 EIN 38-1490038 Plan #001 Whirlpool 401(k) Plan Statements of Assets Available for Benefits DECEMBER 31 2002 2001 --------------------------------- Contributions receivable: Employer $ 16,116,883 $ 15,756,559 Participant 5,437,650 5,144,356 Investments: At fair value: Mutual funds 343,991,944 416,061,684 Common and collective funds 165,332,041 155,777,425 Common stock of Whirlpool Corporation 93,228,227 103,001,058 Participant loans 43,634,384 41,169,351 At contract value: Guaranteed investment contracts - 8,989,693 --------------------------------- Total investments 646,186,596 724,999,211 --------------------------------- Assets available for benefits $ 667,741,129 $ 745,900,126 ================================= 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 2002 2001 ---------------------------------- ADDITIONS Dividends on Whirlpool Corporation common stock $ 2,082,226 $ 3,327,779 Other dividend income 4,281,428 12,337,712 Interest income 10,246,891 9,582,009 Other - 12,435 ---------------------------------- 16,610,545 25,259,935 Employer contributions 16,116,883 15,756,559 Participant contributions 55,783,306 56,157,139 Rollover contributions 4,075,382 7,363,903 ---------------------------------- 75,975,571 79,277,601 ---------------------------------- Total additions 92,586,116 104,537,536 DEDUCTIONS Benefit payments 47,246,627 83,293,841 Administrative expenses 247,935 223,605 ---------------------------------- Total deductions 47,494,562 83,517,446 Net realized and unrealized appreciation (depreciation) in fair value of investments: Whirlpool Corporation common stock (24,989,111) 51,001,989 Mutual funds (90,626,266) (94,553,412) Common and collective funds (7,635,174) (4,278,997) ---------------------------------- (123,250,551) (47,830,420) ---------------------------------- Net decrease (78,158,997) (26,810,330) Assets available for benefits: Beginning of year 745,900,126 772,710,456 ---------------------------------- End of year $ 667,741,129 $ 745,900,126 ==================================
See accompanying notes. F-5 EIN 38-1490038 Plan #001 Whirlpool 401(k) Plan Notes to Financial Statements Years ended December 31, 2002 and 2001 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 50% (20% prior to January 1, 2002), but not to exceed the maximum allowable annual contribution, as determined by the Internal Revenue Code (IRC). Effective May 1, 2002, participants who have attained age 50 by the end of the Plan year are eligible to make catch-up contributions subject to the limitations of Section 414(v) of the IRC. Such elections are made and can be adjusted on a daily basis by giving notice to the custodian via the voice response system, to be effective, in most cases, as of the beginning of the next payroll period. In addition, certain employees may make additional tax-deferred contributions to the Plan by directing a portion of any annual bonus due to the participant, of one or more designated bonus plans, be deposited into the Plan. The amount of any such additional tax-deferred contributions may be elected by the employee to equal the same percentage of any annual bonus payment as is applied for payroll deduction purposes or in any whole percentage between 0% and 75%, as the participant elects, provided, however, that the deduction percentage applicable to a participant who is a highly compensated participant may not exceed 15%. CONTRIBUTIONS AND VESTING Each year the Employer establishes performance goals. Performance is measured in terms of annual balanced scorecard measures as determined by the Whirlpool Board of Directors. The attainment of these goals results in an Employer matching contribution based on the tax-deferred contributions of each employee that do not exceed 5% of the employee's eligible earnings. Regardless of performance, the Employer will make a guaranteed matching contribution of $.25 per dollar that eligible employees contribute to F-6 Whirlpool 401(k) Plan Notes to Financial Statements (continued) 1. DESCRIPTION OF PLAN (continued) the Plan. The matching contribution was $.50 per dollar of eligible employees' contributions for both 2002 and 2001, up to 5% of compensation. Employer matching contributions and tax-deferred contributions are 100% vested at all times. Exempt employees, with the exception of certain Whirlpool officers, became eligible for employer matching contributions as of January 1, 2000. Participants who terminate employment during the year are not eligible for Employer matching contributions unless the termination is due to the participant's retirement, death, disability, or a reduction in work force. Participants may direct employee contributions to one or a combination of several fund alternatives offered by the Plan. Employer matching contributions are initially invested in the Whirlpool ESOP Plan (formerly 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 9 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. 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 trustees direct the investment of the Whirlpool Stock Fund; and (ii) the 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 trustees or an investment manager designated by the 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. Effective February 22, 2002, the Whirlpool Stock Fund was converted to an Employee Stock Ownership Plan and renamed the Whirlpool ESOP Plan. On a quarterly basis, participants have the option to reinvest dividends in additional shares of Whirlpool stock in the Plan or receive a cash payout. All dividends continue to be 100% vested. F-8 Whirlpool 401(k) Plan Notes to Financial Statements (continued) 2. SIGNIFICANT ACCOUNTING POLICIES (continued) 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 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 stated at outstanding balance, 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. F-9 Whirlpool 401(k) Plan Notes to Financial Statements (continued) 3. INVESTMENTS A summary of the guaranteed investment contracts held at December 31, 2001, is as follows:
CREDITING 2001 INTEREST AVERAGE FAIR RATE YIELD VALUE ----------------------------------------- Metropolitan Life Insurance Co., #GAC-24896 6.05% 5.94% $ 1,221,259 Peoples Security Life Insurance Co., #BDA-00720-FR 5.07 4.76 705,310 New York Life Insurance Company, #GA-30679 5.16 4.90 1,163,135 New York Life Insurance Company, #GA-30745 5.40 5.23 3,772,406 Principal Life Insurance Company, #GA-4-30429 6.26 6.97 2,127,583 ------------ $ 8,989,693 ============
All guaranteed investment contracts have crediting interest rates that are fixed over the lives of the contracts. No guaranteed investment contracts were held at December 31, 2002. The fair value of individual investments that represent 5% or more of the Plan's assets is as follows:
DECEMBER 31 2002 2001 --------------------------------- Putnam Asset Allocation Balanced Portfolio $ 38,406,666 $ 43,985,838 Putnam New Opportunities Fund 37,400,354 57,961,805 Putnam Voyager Fund 105,457,585 157,152,848 Whirlpool Corporation common stock 93,228,227 103,001,058 Putnam Stable Value Fund 140,326,222 122,709,332 Neuberger & Berman Genesis Trust 43,933,582 *
*Below 5% threshold. F-10 Whirlpool 401(k) Plan Notes to Financial Statements (continued) 4. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated May 1, 2002, stating that the Plan is qualified under section 401(a) of the IRC and that the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The plan administrator believes that the Plan is being operated in compliance with the applicable requirements of the IRC and, therefore, believes that the Plan is qualified and the related trust is tax-exempt. F-11 Supplemental Schedule F-12 EIN 38-1490038 Plan #001 Whirlpool 401(k) Plan Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) December 31, 2002 NUMBER OF SHARES CURRENT DESCRIPTION OF INVESTMENT OR UNITS VALUE - ------------------------------------------------------------------------------- Mutual funds: Lazard International Equity Fund 64,521 $ 572,949 Alger Small-Cap Growth Retirement Portfolio 121,603 1,332,772 TCW Galileo Select Equity I/Concentrated Core 132,574 1,511,349 Putnam * Growth Opportunities Fund 166,640 1,749,716 Putnam* Voyager II Fund 145,002 1,767,577 TCW Galileo Small-Cap Growth Fund 220,401 2,173,150 Putnam* Vista Fund 351,394 2,175,133 Alger Growth Retirement Portfolio 275,762 2,310,885 PIMCO High Yield Fund 308,555 2,628,890 Federated Stock Fund 158,142 4,298,295 Putnam* International Voyager Fund 364,462 5,062,377 Putnam* Asset Allocation Conservative Fund 905,942 7,193,179 Alger Mid-Cap Growth Retirement Portfolio 809,920 8,496,065 Putnam* Asset Allocation Growth Fund 1,151,248 9,175,447 Putnam* Bond Index Fund 872,823 11,390,341 Putnam* Income Fund 2,567,103 17,250,934 Vanguard Windsor II Fund - Admiral Class 535,072 19,754,869 EuroPacific Growth Fund 868,517 19,949,829 Putnam* New Opportunities Fund 1,281,712 37,400,354 Putnam* Asset Allocation Balanced Fund 4,588,610 38,406,666 Neuberger & Berman Genesis Trust 1,561,250 43,933,582 Putnam* Voyager Fund 8,081,041 105,457,585 --------------- 343,991,944 F-13 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, 2002 NUMBER OF SHARES CURRENT DESCRIPTION OF INVESTMENT OR UNITS VALUE - -------------------------------------------------------------------------------- Common and collective funds: Putnam* Stable Value Fund 140,326,222 $ 140,326,222 Putnam* S&P 500 Index Fund 1,155,537 25,005,819 ---------------- 165,332,041 Whirlpool Corporation* common stock 1,785,297 93,228,227 Participant loans Varying maturities and interest rate of 9% 43,634,384 ---------------- Total investments $ 646,186,596 ================ *Party in interest. F-14 Exhibit Index Sequential Exhibit No. Document Page Number ----------- ---------------------------------------------------- ----------- 23 Consent of Ernst & Young 19 99.1 Section 906 Certification of Chief Executive Officer 20 99.2 Section 906 Certification of Chief Financial Officer 21 EX-23 3 dex23.txt CONSENT OF INDEPENDENT AUDITORS Exhibit 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 33-26680 and No. 33-53196) pertaining to the Whirlpool Corporation 401(k) Plan of our report dated April 18, 2003, with respect to the financial statements and supplemental schedule of the Whirlpool 401(k) Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2002. /s/ Ernst & Young LLP Chicago, Illinois Ernst & Young LLP June 16, 2003 EX-99.1 4 dex991.txt CERTIFICATION OF CEO Exhibit 99.1 Certification of CEO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report on Form 11-K of Whirlpool Corporation (the "Company") for the annual period ended on December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), David R. Whitwam, as Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002) that: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly represents, in all material respects, the financial condition and results of the Whirlpool 401(k) Plan. /s/ David R. Whitwam -------------------------------- Name: David R. Whitwam Title: Chairman of the Board Chief Executive Officer Date: June 17, 2003 EX-99.2 5 dex992.txt CERTIFICATION OF CFO Exhibit 99.2 Certification of CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report on Form 11-K of Whirlpool Corporation (the "Company") for the annual period ended on December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), R. Stephen Barrett, as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002) that: 3. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 4. The information contained in the Report fairly represents, in all material respects, the financial condition and results of the Whirlpool 401(k) Plan.. /s/ R. Stephen Barrett ---------------------------------- Name: R. Stephen Barrett Title: Executive Vice President and Chief Financial Officer Date: June 17, 2003 -----END PRIVACY-ENHANCED MESSAGE-----