SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 1-3932
WHIRLPOOL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 38-1490038
(State of Incorporation) (I.R.S. Employer Identification No.)
2000 North M-63, Benton Harbor, Michigan 49022-2692
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (616) 923-5000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common stock, par value $1.00 per share Chicago Stock Exchange and New York Stock Exchange
Preferred Stock Purchase Rights Chicago Stock Exchange and New York Stock Exchange
7 3/4% Debentures due 2016 New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No _____
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein,
and will not be contained, to the best of the registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the voting stock of the registrant held
by stockholders not including voting stock held by directors and executive
officers of the registrant and certain employee plans of the registrant (the
exclusion of such shares shall not be deemed an admission by the registrant that
any such person is an affiliate of the registrant) on February 25, 2002, was
$4,372,341,382.
On February 25, 2002, the registrant had 66,654,106 shares of common
stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated herein by
reference into the Part of the Form 10-K indicated:
Part of Form 10-K into
----------------------
Document which incorporated
-------- ------------------
The Company's Annual Report to Stockholders for the year ended
December 31, 2001 (the "Annual Report") Parts I, II and IV The
Company's proxy statement for the 2002 annual meeting of
stockholders (SEC File No. 1-3932) (the "Proxy Statement") Part III
EXPLANATORY NOTE
Whirlpool Corporation hereby amends its Annual Report on Form 10-K for the year
ended December 31, 2001 (the "Form 10-K") (filed under 1-3932 on March 5, 2002)
as set forth in this Annual Report on Form 10-K/A (the "Form 10-K/A"). This Form
10-K/A includes an amendment to the following section of the Form 10-K:
Page F-2. Report of Ernst & Young LLP Independent Auditors. This
document reflects the conformed signed copy of the report. The only change to
this document is to include the conformed signature of Ernst & Young LLP which
was omitted on the original submission.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
WHIRLPOOL CORPORATION
(Registrant)
By: /s/ Mark E. Brown
--------------------------------------------
Mark E. Brown
(Principal Financial Officer)
Executive Vice President
and Chief Financial Officer
July 16, 2002
Report of Ernst & Young LLP, Independent Auditors
The Stockholders and Board of Directors
Whirlpool Corporation
Benton Harbor, Michigan
We have audited the accompanying consolidated balance sheets of Whirlpool
Corporation as of December 31, 2001 and 2000, and the related consolidated
statements of earnings, stockholders' equity and cash flows for each of the
three years in the period ended December 31, 2001. Our audits also included the
financial statement schedule listed in the index at Item 14(a). These financial
statements and schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule 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 our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Whirlpool Corporation as of December 31, 2001 and 2000, and the consolidated
results of its operations and its cash flows for each of the three years in the
period ended December 31, 2001, in conformity with accounting principles
generally accepted in the United States. Also, in our opinion, the related
financial statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
As discussed in Note 1 to the consolidated financial statements, in 2001 the
Company changed its method of accounting for derivative instruments and hedging
activities.
/s/ Ernst & Young LLP
Chicago, Illinois
February 4, 2002