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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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 (ZIP CODE)
OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (616) 923-5000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NAME OF EACH EXCHANGE
ON
TITLE OF CLASS WHICH REGISTERED
-------------- ---------------------
Common stock, par value $1.00 per share Chicago Stock Exchange
New York Stock Exchange
Liquid Yield Option Notes due 2011 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 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 elected 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 March 4, 1996, was
$4,013,290,893.
On March 4, 1996, the registrant had 74,569,477 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, 1995 Parts I, II and IV
The Company's proxy statement for the 1996 annual meeting
of stockholders (SEC File No. 1-3932) Part III
EXHIBIT INDEX ON PAGE: **
TOTAL NUMBER OF PAGES: ***
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PART I
ITEM 1. BUSINESS.
GENERAL
Whirlpool Corporation, the leading worldwide manufacturer and marketer of
major home appliances, was incorporated in 1955 under the laws of Delaware as
the successor to a business that traces its origin to 1898. As used herein,
and except where the context otherwise requires, the term "Company" includes
Whirlpool Corporation and its consolidated subsidiaries. All currency figures
are in U.S. dollars.
RECENT DEVELOPMENTS
In 1995 the Company began executing the restructuring announced in November
1994. In Europe, the shift from a country focused sales, marketing, and
support functions to a pan-European and trade channel focused organization is
proceeding as planned. In the United States, the streamlining of the
manufacturing and technology organization is also on schedule. It is
anticipated that the restructuring will result in annual cost savings of
approximately $150 million by 1997.
In October, the Company's Asian operation received Chinese government
approval of a joint venture agreement to manufacture and market window and
split air conditioners with Shenzhen Petrochemical Holdings Co. Ltd. The joint
venture fulfills a key element of Whirlpool's strategy in China of focusing on
the top four major domestic-appliance categories in that market:
refrigerators, washing machines, microwave ovens, and air conditioners.
During 1995 the Company's North American operations completed construction
of a new facility for the production of gas and electric cooking ranges in
Tulsa, Oklahoma, and a small appliance manufacturing facility in Greenville,
Ohio. These facilities will begin production in 1996.
FINANCIAL INFORMATION RELATING TO BUSINESS SEGMENTS,
FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES
The Company operates predominantly in the business segments classified as
Major Home Appliances and Financial Services.
During 1995, the Company's U.S. operations sold product into Canada, Mexico,
Latin America, Asia, and Europe. However, export sales by the Company's U.S.
operations were less than 10 percent of gross revenues.
For certain other financial information concerning the Company's business
segments and foreign and domestic operations, see Notes 1 and 15 of the Notes
to Consolidated Financial Statements in the Company's Annual Report to
Stockholders (the "Annual Report"), which is incorporated herein by reference.
PRODUCTS AND SERVICES
The Company manufactures and markets a full line of major home appliances
and related products for home and commercial use and provides certain
inventory, consumer, and other financial services. The Company's principal
products and financial services are as follows:
Major Home Appliances:
Home laundry appliances: automatic and semi-automatic washers; automatic
dryers; coin-operated laundry machines; and combination washer-dryer units.
1
Home refrigeration and room air conditioning equipment: refrigerator-
freezers; upright and chest freezers; room air conditioners; dehumidifiers;
and residential, commercial, and component ice makers.
Home cooking appliances: free-standing and set-in ranges; built-in ovens
and surface cooking units; microwave ovens; countertop cooking units; and
range hoods.
Other home appliances, products, and services: dishwashers; residential
trash compactors; food waste disposers; portable appliances; hot water
dispensers; water filtration products; oil radiators; water heaters;
component parts, replacement parts, repair services and warranty contracts;
and product kits.
Financial Services:
Whirlpool Financial Corporation ("WFC") provides inventory financing and
factoring services, including stocking and display programs for retailers
and distributors that market products manufactured by the Company plus
other manufacturers. It also provides consumer financing services for
retail sales, principally through Whirlpool Financial National Bank
("WFNB"), which offers consumer credit card programs. WFC also continues to
manage down its aerospace financing and leasing portfolios.
The Company purchases a portion of its product requirements from other
manufacturers for resale by the Company. The Company purchases all of its
requirements of range hoods, food waste disposers, upright and chest freezers
(North America), hand mixers, and food processors and certain other
miscellaneous products from other manufacturers for resale by the Company.
For certain information with respect to each class of similar products which
accounted for 10 percent or more of the Company's consolidated revenue in 1995,
1994, and 1993, see Revenue Information in the Annual Report, which is
incorporated herein by reference.
Major home appliances are marketed and distributed in the United States under
the WHIRLPOOL, KITCHENAID, ROPER, ESTATE, CHAMBERS, and COOLERATOR brand names
through Company-owned sales branches primarily to retailers and builders.
KITCHENAID portable appliances are sold to retailers either directly or through
an independent representative organization. The Company sells product to the
builder trade both directly and through contract distributors. Major home
appliances are manufactured and/or distributed in Canada under the INGLIS,
ADMIRAL, SPEED QUEEN, WHIRLPOOL, ESTATE, ROPER, and KITCHENAID brand names.
Refrigerator-freezers, laundry products, room air conditioners, residential
trash compactors, residential and component ice makers, cooking products,
dishwashers, and other products are sold in limited quantities by the Company
to other manufacturers and retailers for resale in North America under their
respective brand names.
The Company has been the principal supplier of home laundry appliances to
Sears, Roebuck and Co. ("Sears") for almost 80 years. The Company is also the
principal supplier to Sears of residential trash compactors and dehumidifiers
and a major supplier to Sears of dishwashers, room air conditioners, and home
refrigeration equipment. The Company also supplies Sears with certain other
products for which the Company is not currently a major supplier. Sales of such
other products to Sears are not significant to the Company's business. The
Company supplies products to Sears for sale under Sears' KENMORE and SEARS
brand names. Sears has also been a major outlet for the Company's WHIRLPOOL and
KITCHENAID brand names since 1989. Sales to Sears are made without underlying
merchandise agreements.
In Europe, Whirlpool Europe markets and distributes its major home appliances
through regional networks under a number of brand names. In 1990, Whirlpool
Europe began an estimated $110 million program to introduce the WHIRLPOOL brand
name to the European marketplace. Whirlpool Europe also markets products under
the BAUKNECHT, IGNIS, and LADEN brand names. In certain Eastern European
countries, products bearing the WHIRLPOOL and IGNIS brand names are presently
sold through independent distributors. Whirlpool Europe also has company-owned
sales subsidiaries in Hungary, Poland, the Czech Republic, Slovakia, and Greece
and a representative office in Russia. Pursuant to the Company's joint venture
agreement with Philips N.V. ("Philips"), except for certain limited exceptions
and subject to certain phase-out provisions, neither Philips nor
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any subsidiary of Philips may engage directly or indirectly in the major
domestic appliance business anywhere in the world until January 2, 1999.
Whirlpool Europe also sells products carrying the WHIRLPOOL, BAUKNECHT,
IGNIS, ALGOR, and FIDES brand names to the Company's wholly-owned sales
companies in Asia and/or Latin America (Whirlpool Asia Appliance Group and the
Latin America Appliance Group) and to independent distributors and retailers
in Africa and the Middle East.
In Asia, the Company markets and distributes its major home appliances
through four operating regions: the Greater China region, based in Hong Kong,
which includes the Peoples Republic of China and Hong Kong; the South Asia
region, based in Delhi, which includes India, Pakistan, and other surrounding
markets; the North Asia region, which includes Japan, Korea, the Philippines,
and Taiwan; and the Southeast Asia--Australia region, which includes Southeast
Asia, Australia, and New Zealand. The North Asia and Southeast Asia--Australia
regions are based in Singapore. The Company markets and sells its products in
Asia under the WHIRLPOOL, KITCHENAID, ROPER, IGNIS, BAUKNECHT, SMC, NARCISSUS,
SNOWFLAKE, RAYBO, TVS, and KELVINATOR brand names.
WHIRLPOOL FINANCIAL CORPORATION
Whirlpool Financial provides diversified financial services to businesses
and consumers throughout the United States and Canada and factoring,
inventory, and display financing activities in Europe, Mexico, and Argentina.
WFC conducts its business through three divisions: the Inventory Finance
Division, which provides floorplan financing and display programs to
retailers; the Consumer Finance Division, which provides installment financing
and, through WFNB, WFC's credit card bank, consumer credit card programs; and
the International Division, operated through Whirlpool Financial Corporation
International, Whirlpool Financial Latin America Inc., and Whirlpool Financial
Corporation Overseas, wholly owned subsidiaries of WFC, which provide
factoring, inventory, and display financing for retailers of products of
Whirlpool Europe, Whirlpool Argentina, and Vitromatic, Whirlpool's joint
venture company in Mexico. Inventory financing represents the largest segment
of WFC's business, providing services for manufacturers, distributors, and
retailers in the appliance, consumer electronics, outdoor power equipment,
residential heating and cooling equipment, and music industries. As previously
mentioned, WFC is phasing-out its aerospace financing and leasing portfolios.
COMPETITION
The major home appliance business is a highly competitive industry. The
Company believes that, in terms of units sold annually, it is the largest
United States manufacturer of home laundry appliances and one of the largest
United States manufacturers of home refrigeration and room air conditioning
equipment and dishwashers. The Company estimates that during 1995 there were
approximately five United States manufacturers of home laundry appliances, 15
United States manufacturers of home refrigeration and room air conditioning
equipment, and four United States manufacturers of dishwashers. Competition in
the North American major home appliance business is based on a wide variety of
factors, including principally product features, price, product quality and
performance, service, warranty, advertising, and promotion.
The Company believes that Whirlpool Europe, in terms of units sold annually,
is one of the three largest manufacturers and marketers of major home
appliance products in Europe. The Company estimates that during 1995 there
were approximately 35 Western European manufacturers of major home appliances,
the majority of which manufacture a limited range of products for a specific
geographic region. In recent years, there has been significant merger and
acquisition activity as manufacturers seek to broaden product lines and expand
geographic markets, and the Company believes that this trend will continue.
The Company believes that, with Whirlpool Europe, it is in a favorable
position relative to its competitors because it has an experienced Western
European
3
sales network, balanced sales throughout the Western European market under
well-recognized brand names, manufacturing facilities located in different
countries, and the ability to customize its products to meet the specific needs
of diverse consumer groups. Competition in the European major home appliance
business is based on a wide variety of factors, including principally product
features, price, product quality and performance, service, warranty,
advertising, and promotion. With respect to microwave ovens, Western European
manufacturers face competition from manufacturers in Asia, primarily Japan and
South Korea.
In Asia, the major domestic appliance market is characterized by rapid growth
and is dominated primarily by Asian diversified industrial manufacturers whose
significant size and scope of operations enable them to achieve economies of
scale. The Company estimates that during 1995 there were approximately 50 Asian
manufacturers of major home appliances. Competition in the Asian home appliance
business is based on a wide variety of factors, including principally local
production capabilities, product features, price, product quality, and
performance.
The Company believes that, together with its Brazilian affiliates, it is
well-positioned in the Latin American appliance market due to its ability to
offer a broad range of products under well-recognized brand names such as
WHIRLPOOL, BRASTEMP, CONSUL and SEMER to meet the specific requirements of
consumers in the region. The Company estimates that during 1995 there were
approximately 65 manufacturers of home appliances in the region. Competition in
the Latin American home appliance business is based on a wide variety of
factors, including principally product features, price, product quality and
performance, service, warranty, advertising, and promotion. In Latin America
there are trends toward privatization of government-owned businesses and a
liberalization of investment and trade restrictions.
As a result of its global expansion, the Company believes it may have a
competitive advantage by reason of its ability to share engineering
breakthroughs across regions, transfer best practices, and economically
purchase raw materials and component parts in large volumes.
The financial services industry is an intensely competitive business. Factors
affecting competition include new entrants into a market experiencing only
moderate growth and the continuing pressure to improve investment returns in
the financial services industry. With respect to inventory financing, there has
been a trend toward consolidation resulting in five dominant companies in the
United States market. In terms of total assets, WFC is the smallest of these
companies. WFC believes it has a competitive advantage due to its strong
relationship with the Company and other distribution networks. In the inventory
finance business, WFC's strategy is to exploit niches within the consumer
durables retail market. In consumer finance, WFC utilizes the same retailer
relationships to address the needs of their consumers through private label
credit card programs. The consumer finance market is highly fragmented with
numerous competitors, none of which has a dominant market share.
EMPLOYEES
The Company and its consolidated subsidiaries had approximately 45,435
employees as of December 31, 1995.
OTHER INFORMATION
The Company owns minority equity interests in certain Brazilian manufacturers
of major home appliances and components (Multibras and Embraco) and has a
controlling interest in a sales and marketing joint venture (the South American
Sales Company) with Multibras. The Company also has a majority interest in
joint venture companies in Argentina and Slovakia. Both companies manufacture
home appliances for sale and distribution in their home and surrounding
markets. In China, the Company has majority interests in joint venture
companies that manufacture microwave ovens, refrigeration products, air
conditioners, and automatic washing machines.
4
The companies manufacture appliances for sale and distribution in their home
countries and for export. In India, the Company has majority interests in
companies that produce refrigeration products and washing machines for the
Indian market. The Company also has minority equity interests in a Mexican
manufacturer of home appliances and components and a Taiwan marketer and
distributor of home appliances. For additional information regarding the
Company's affiliated companies, see the discussion contained in Note 5 of the
Notes to Consolidated Financial Statements in the Annual Report which is
incorporated herein by reference. In addition, the Company furnishes
engineering, manufacturing and marketing assistance to certain foreign
manufacturers of home laundry and refrigeration equipment and other major home
appliances for negotiated fees.
The Company's interests outside the United States and Western Europe are
subject to risks which may be greater than or in addition to those risks
currently present in the United States and Western Europe. Such risks may
include high inflation, the need for governmental approval of and restrictions
on certain financial and other corporate transactions and new or continued
business operations, government price controls, restrictions on the remittance
of dividends, interest, royalties, and other payments, and the convertibility
of local currencies, restrictions on imports and exports, duties, political and
economic developments and instability, the possibility of expropriation,
uncertainty as to the enforceability of commercial rights and trademarks, and
various types of local participation in ownership. In Brazil, the Company's
minority equity interests earned profits in 1994 and 1995 due to cost control,
productivity improvements, and an increase in consumer demand. However, issues
such as economic volatility and exchange rate changes continue to affect
consumer purchasing power and the appliance industry as a whole.
The Company is generally not dependent on any one source for raw materials or
purchased components essential to its business. In those areas where a single
supplier is used, alternative sources are generally available and can be
developed within the normal manufacturing environment. While there are pricing
pressures on some materials and significant demand for certain components, it
is believed that such raw materials and components will be available in
adequate quantities to meet anticipated production schedules.
Patents presently owned by the Company are considered, in the aggregate, to
be important to the conduct of the Company's business. The Company is licensed
under a number of patents, none of which individually is considered material to
its business. The Company is the owner of a number of trademarks and the U.S.
and foreign registrations thereof. The most important for its North American
operations are the trademarks WHIRLPOOL, KITCHENAID, ROPER and INGLIS.
Whirlpool Europe, through its subsidiaries, is also the owner of a number of
trademarks and the foreign registrations thereof. The most important trademarks
owned by Whirlpool Europe are BAUKNECHT, IGNIS and LADEN. The most important
trademark for the Company's European, Asian, and Latin American operations is
WHIRLPOOL. The most important trademark licensed to the Company's subsidiaries
is the trademark PHILIPS and the Philips shield emblem, which can be used
exclusively on major home appliances by such subsidiaries until July 31, 1998.
In the event of a change in control of the Company, Philips has the option to
terminate the use by the Company's subsidiaries of the trademark PHILIPS and
the Philips shield emblem.
The Company believes that its business, in the aggregate, is not seasonal.
Certain of its products, however, sell more heavily in some seasons than in
others. In the United States, room air conditioners and dehumidifiers are
generally produced and sold heavily in the first half of each year. Portable
appliances and microwave ovens tend to sell more heavily in the second half of
each year. In Europe, clothes dryers are sold more heavily in the winter. In
Asia, refrigerators tend to sell more heavily in summer, while demand for
washers is greater in winter. In South America, refrigerators and room air
conditioners sell more heavily in the second half of the year.
Backlogs of the Company's products are filled and renewed relatively
frequently in each year and are not significant in relation to the Company's
annual sales.
Expenditures for Company-sponsored research and engineering activities
relating to the development of new products and the improvement of existing
products are included in Note 1 of the Notes to Consolidated Financial
5
Statements in the Annual Report, which is incorporated herein by reference.
Customer-sponsored research activities relating to the development of new
products, services or techniques, or the improvement of existing products,
services, or techniques are not material.
The Company's manufacturing facilities are subject to numerous laws and
regulations designed to protect or enhance the environment, many of which
require federal, state, or other governmental licenses and permits with regard
to wastewater discharges, air emissions, and hazardous waste management. These
laws are continually changing and, as a general matter, are becoming more
restrictive. The Company's policy is to comply with all such laws and
regulations.
The Company believes that it is in compliance in all material respects with
all presently applicable federal, state, local, and other provisions relating
to environmental protection in the countries in which it has manufacturing
operations. Capital expenditures and expenses attributable to compliance with
such provisions worldwide amounted to approximately $57 million in 1993, $78
million in 1994, and $58 million in 1995. The Company anticipates that such
capital expenditures and expenses will aggregate approximately $47 million in
1996. Much of the increase in 1994 and 1995 is attributable to taxes on
chloroflourocarbons ("CFCs") (which were eliminated from the Company's products
in the United States prior to December 31, 1995) and a decision to broaden the
definition of environmental costs to include investments in product development
to meet or exceed anticipated energy and/or water regulations. The Company is
using a global environmental management process to achieve its goals of
producing environmentally compatible products, better integrating environmental
considerations into the Company's product design and employee training,
improving the Company's ability to report and monitor its management of
environmental, health, and safety affairs, and reducing its worldwide emissions
of certain chemicals.
The entire United States appliance industry, including the Company, must
contend with adoption of stricter governmental energy and environmental
standards to be phased in over the next several years. These include the
general phaseout of CFCs used in refrigeration and energy standards rulemakings
for all major appliances produced by the Company. Enactment of Federal energy
standards is uncertain at this time due to funding and rulemaking restrictions
being considered for the Department of Energy by the U.S. Congress. Compliance
with these various standards as they become effective will require some product
redesign although the standard levels were anticipated in current projects.
In Europe, the Company met the December 31, 1994 deadline for the elimination
of CFCs in its products. As in the United States, Whirlpool Europe is also
dealing with anticipated regulations and rules regarding improved efficiency
and energy usage for its products. The Company believes it is well positioned
to field products that comply with these anticipated regulations. In most Asian
countries, the Company has until 2010 to eliminate CFCs from its products.
Whirlpool's Asian operations are also well positioned to meet anticipated
efficiency and energy usage regulations.
The Company has been notified by state and federal environmental protection
agencies of its possible involvement in a number of so-called "Superfund" sites
in the United States. However, the Company does not presently anticipate any
material adverse effect upon the Company's earnings or financial condition
arising out of the resolution of these matters or the resolution of any other
known governmental proceeding regarding environmental protection matters. The
Company is in the process of performing environmental assessments of its
European facilities acquired as a result of the Company's purchase of the Major
Domestic Appliance division of Philips. Remedial plans are being prepared to
address contamination found during the evaluation. The majority of anticipated
remediation costs are covered by an indemnity agreement with Philips and the
Company does not presently anticipate any material adverse effect upon the
Company's earnings or financial condition arising out of the resolution of
these matters. The Company is also in the process of evaluating several
recently acquired facilities in India and China. The Company does not presently
anticipate any material adverse effect upon the Company's earnings or financial
condition from the environmental condition of these facilities.
6
The following table sets forth the names of the Company's executive officers
at December 31, 1995, the positions and offices with the Company held by them
at such date, the year they first became officers, and their ages at December
31, 1995:
FIRST BECAME
NAME OFFICE AN OFFICER AGE
---- ------ ------------ ---
David R. Whitwam Director, Chairman of the Board 1983 53
and Chief Executive Officer
William D. Marohn Director, President and Chief 1984 55
Operating Officer
John P. Cunningham Executive Vice President and 1995 58
Chief Financial Officer
Jeff M. Fettig Executive Vice President 1993 38
Robert I. Frey Executive Vice President 1985 52
Ralph F. Hake Executive Vice President 1988 46
Ronald L. Kerber Executive Vice President 1991 52
P. Daniel Miller Executive Vice President 1991 47
Each of the executive officers named above was elected to serve in the
office indicated until the first meeting of the Board of Directors following
the annual meeting of stockholders in 1996 and until his successor is chosen
and qualified or until his earlier resignation or removal.
Each of the executive officers of the Company has held the position set
forth in the table above or has served the Company in various executive or
administrative capacities for at least the past five years, except for:
NAME COMPANY/POSITION PERIOD
---- ---------------- ------
John P.
Cunningham Maytag Corporation 1/94 through 12/95
Chief Financial Officer
IBM 12/66 through 12/93
Vice President and Assistant General Manager--
Main Frame Division (last title held)
ITEM 2. PROPERTIES.
The principal executive offices of Whirlpool Corporation are located in
Benton Harbor, Michigan. At December 31, 1995, the principal manufacturing and
service operations of the Company were carried on at 34 locations worldwide,
20 of which are located in 10 countries outside the United States. The Company
occupied a total of approximately 35 million square feet devoted to
manufacturing, service, administrative offices, warehouse, distribution, and
sales space. Over 10 million square feet of such space is occupied under
lease. In general, all such facilities are well maintained, suitably equipped,
and in good operating condition. In 1995, construction of new manufacturing
plants in Tulsa, Oklahoma, and Greenville, Ohio, were completed, with full
operations scheduled to begin in 1996.
ITEM 3. LEGAL PROCEEDINGS.
As of, and during the quarter ended, December 31, 1995, there were no
material pending legal proceedings to which the Company or any of its
subsidiaries was a party or to which any of their property was subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There were no matters submitted to a vote of security holders in the fourth
quarter of 1995.
7
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The Company's common stock is traded on the New York Stock Exchange, the
Chicago Stock Exchange, and The London Stock Exchange.
At March 4, 1996, the number of holders of record of the Company's common
stock was approximately 11,579.
High and low sales prices (as reported on the New York Stock Exchange
composite tape) and cash dividends declared and paid for the Company's common
stock for each quarter during the years 1994 and 1995 are set forth in Note 16
of the Notes to Consolidated Financial Statements in the Annual Report, which
is herein incorporated by reference.
ITEM 6. SELECTED FINANCIAL DATA.
The selected financial data for the five years ended December 31, 1995 with
respect to the following line items shown under the "Eleven Year Consolidated
Statistical Review" in the Annual Report is incorporated herein by reference
and made a part of this report: Total revenues; earnings from continuing
operations before accounting change; earnings from continuing operations
before accounting change per share of common stock; dividends paid per share
of common stock; total assets; and long-term debt. See the material
incorporated herein by reference in response to Item 7 of this report for a
discussion of the effects on such data of business combinations and other
acquisitions, disposition and restructuring activity, restructuring costs,
accounting changes, and earnings of foreign affiliates.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The Management's Discussion and Analysis of Results of Operations and
Financial Condition in the Annual Report is incorporated herein by reference
and made a part of this report.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The consolidated financial statements of the Company in the Annual Report
are incorporated herein by reference and made a part of this report.
Supplementary financial information regarding quarterly results of operations
(unaudited) for the years ended December 31, 1995 and 1994 is set forth in
Note 16 of the Notes to Consolidated Financial Statements. For a list of
financial statements and schedules filed as part of this report, see the
"Index to Financial Statements and Financial Statement Schedule(s)" beginning
on page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Information with respect to directors of the Company is incorporated herein
by reference to the information under the caption "Directors and Nominees for
Election as Directors" in the Company's proxy statement for the 1996 annual
meeting of stockholders (SEC File No. 1-3932) (the "Proxy Statement").
Information with respect to executive officers of the Company is set forth in
Part I of this report.
8
ITEM 11. EXECUTIVE COMPENSATION.
Information with respect to compensation of executive officers and directors
of the Company is incorporated herein by reference to the information under
the captions "Executive Compensation" and "Compensation of Directors" in the
Proxy Statement.
ITEM 12. SECURITY OWNERSHIP.
Information with respect to security ownership by the only person(s) known
to the Company to beneficially own more than 5 percent of the Company's stock
and by each director of the Company and all directors and elected officers of
the Company as a group is incorporated herein by reference to the information
under the caption "Security Ownership" in the Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE(S), AND REPORTS ON FORM 8-K.
(a) The following documents are filed as a part of this report:
1. The financial statements listed in the "Index to Financial Statements
and Financial Statement Schedule(s)."
2. The financial statement schedule listed in the "Index to Financial
Statements and Financial Statement Schedule(s)."
3. The exhibits listed in the "Index to Exhibits."
(b) Reports on Form 8-K filed during the fourth quarter of 1995.
1. A Current Report on Form 8-K for December 13, 1995 pursuant to Item
5--"Other Events" announced the election of John P. Cunningham as Executive
Vice President and Chief Financial Officer for the company.
(c) Exhibits.
1. The following exhibits are included herein:
(11) Computation of per share earnings.
(12) Computation of the ratios of earnings to fixed charges.
2. The response to this portion of Item 14 is submitted as a separate
section of this report.
(d) Financial Statement Schedule(s).
The response to this portion of Item 14 is submitted as a separate
section of this report.
9
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 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)
/s/ John P. Cunningham
By:__________________________________
John P. Cunningham
(Principal Financial Officer)
Executive Vice President
and Chief Financial Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES AND ON THE DATE INDICATED.
SIGNATURE TITLE DATE
--------- ----- ----
David R. Whitwam* Director, Chairman of the
____________________________________ Board and Chief Executive
David R. Whitwam Officer (Principal
Executive Officer)
William D. Marohn* Director, President and
____________________________________ Chief Operating Officer
William D. Marohn
John P. Cunningham* Executive Vice President and
____________________________________ Chief Financial Officer
John P. Cunningham (Principal Financial
Officer)
Robert G. Thompson* Vice President and
____________________________________ Controller (Principal
Robert G. Thompson Accounting Officer)
Victor A. Bonomo* Director
____________________________________
Victor A. Bonomo
Robert A. Burnett* Director
____________________________________
Robert A. Burnett
Herman Cain* Director March 15, 1996
____________________________________
Herman Cain
Allan D. Gilmour* Director
____________________________________
Allan D. Gilmour
Kathleen J. Hempel* Director
____________________________________
Kathleen J. Hempel
Arnold G. Langbo* Director
____________________________________
Arnold G. Langbo
10
SIGNATURE TITLE DATE
--------- ----- ----
Miles L. Marsh* Director
____________________________________
Miles L. Marsh
Philip L. Smith* Director
____________________________________
Philip L. Smith
Paul G. Stern* Director
____________________________________
Paul G. Stern
Janice D. Stoney* Director
____________________________________
Janice D. Stoney
/s/ Daniel F. Hopp
*By:___________________________
Attorney-in-Fact
Daniel F. Hopp
11
ANNUAL REPORT ON FORM 10-K
ITEMS 14(A) (1) AND (2) AND 14(D)
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE(S)
YEAR ENDED DECEMBER 31, 1995
WHIRLPOOL CORPORATION AND CONSOLIDATED SUBSIDIARIES
The following consolidated financial statements of the registrant and its
consolidated subsidiaries, set forth in the Annual Report, are incorporated
herein by reference in Item 8:
Consolidated balance sheets--December 31, 1995 and 1994
Consolidated statements of earnings--Three years ended December 31,
1995
Consolidated statements of cash flows--Three years ended December 31,
1995
Notes to consolidated financial statements
The following reports of independent auditors and consolidated financial
statement schedules of the registrant and its consolidated subsidiaries are
submitted herewith in response to Items 14(a) (2) and 14(d):
PAGE
----
Report of Ernst & Young, Independent Auditors......................... F-2
Reports of Price Waterhouse, Independent Auditors..................... F-3
Schedule II--Valuation and qualifying account......................... F-9
The following exhibits are included herein:
Exhibit 11--Statement Re: Computation of Earnings Per Share........... F-10
Exhibit 12--Ratio of Earnings to Fixed Charge......................... F-11
Individual financial statements of the registrant's affiliated foreign
companies, accounted for by the equity method, have been omitted since no such
company individually constitutes a significant subsidiary. Summarized
financial information relating to the affiliated companies is set forth in
Note 5 of the Notes to Consolidated Financial Statements incorporated by
reference herein.
Certain schedules for which provisions are made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under
the related instructions or are inapplicable, and therefore have been omitted.
F-1
REPORT OF INDEPENDENT AUDITORS
The Stockholders and Board of Directors
Whirlpool Corporation
Benton Harbor, Michigan
We have audited the consolidated financial statements of Whirlpool Corporation
and subsidiaries listed in the Index at Item 14(a)(1) of the annual report on
Form 10-K of Whirlpool Corporation for the year ended December 31, 1995. Our
audits also included the financial statement schedule listed in the Index at
Item 14(a)(2). These financial statements and schedule are the responsibility of
Company's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits. We did not audit the
financial statements of the Brazilian affiliates used as the basis for recording
the Company's equity in their net earnings, as presented in Note 5 to the
consolidated financial statements. The financial statements of those affiliates
were audited by other auditors whose reports have been furnished to us, and our
opinion, insofar as it relates to the amount included for the Brazilian
affiliates, is based solely on the reports of the other auditors.
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 and the reports of the other auditors provide a
reasonable basis for our opinion.
In our opinion, based on our audits and the reports of the other auditors, the
financial statements referred to above present fairly, in all material respects,
the consolidated financial position of Whirlpool Corporation and subsidiaries at
December 31, 1995 and 1994, and the consolidated results of their operations and
their cash flows for each of the three years in the period ended December 31,
1995, in conformity with generally accepted accounting principles. 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 the notes to the consolidated financial statements, in 1993 the
Company changed its method of accounting for postretirement benefits other than
pensions.
Chicago, Illinois
January 31, 1996
F-2
[LETTERHEAD PRICE WATERHOUSE]
Report of Independent Accountants
January 19, 1996
To the Board of Directors and Stockholders
Brasmotor S.A.
1 We have audited the consolidated balance sheets of Brasmotor S.A. and its
subsidiaries as of December 31, 1995 and 1994 and the related consolidated
statements of income, of movement in stockholders' equity and of cash flows
for the years then ended, expressed in U.S. dollars (not presented herein).
Such audits were made in conjunction with our audits of the financial
statements expressed in local currency on which we issued an unqualified
opinion dated January 19, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits. We did not
audit the financial statements of Whirlpool Argentina S.A. used as the basis
for recording the Company's equity in its net earnings, as presented in Note
4 to the consolidated financial statements. The financial statements of that
affiliate were audited by other auditors whose reports have been furnished to
us, and our opinion, insofar as it relates to the amounts included for
Whirlpool Argentina S.A., is based solely on the reports of the other
auditors.
2 We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. 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.
3 As stated in Note 1, Whirlpool Corporation has prescribed that accounting
principles generally accepted in the United States of America be applied in
the preparation of the consolidated financial statements of Brasmotor S.A.
and its subsidiaries to be included in Whirlpool's consolidated financial
statements. Brazil has a highly inflationary economy. Accounting principles
generally accepted in the United States of America require that financial
statements of a company denominated in the currency of a country with a
highly inflationary economy be remeasured into a more stable currency unit
for purposes of consolidation. Accordingly, the accounts of Brasmotor S.A.
and its Brazilian subsidiaries, which are maintained in reais, were
remeasured and adjusted into U.S. dollars for the financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America on the bases stated in Note 1.
F-3
January 19, 1996 [LOGO PRICE WATERHOUSE]
Brasmotor S.A.
Page 2
4 In our opinion, based on our audits and the report of the other auditors, the
consolidated financial statements expressed in U.S. dollars audited by us are
presented fairly, in all material respects, on the bases stated in Note 1 and
discussed in the preceding paragraph.
/s/ Price Waterhouse
F-4
[LETTERHEAD PRICE WATERHOUSE]
Report of Independent Accountants
January 19, 1996
To the Board of Directors and Stockholders
Empresa Brasileira de Compressores S.A. - EMBRACO
1 We have audited the consolidated balance sheets of Empresa Brasileira de
Compressores S.A. - EMBRACO and its subsidiaries as of December 31, 1995 and
1994 and the related consolidated statements of income, of movement in
stockholders' equity and of cash flows for the years then ended, expressed in
U.S. dollars (not presented herein). Such audits were made in conjunction
with our audits of the financial statements expressed in local currency on
which we issued an unqualified opinion dated January 19, 1996. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
2 We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. 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.
3 As stated in Note 1, Whirlpool Corporation has prescribed that accounting
principles generally accepted in the United States of America be applied in
the preparation of the consolidated financial statements of Empresa
Brasileira de Compressores S.A. - EMBRACO and its subsidiaries to be included
in Whirlpool's consolidated financial statements. Brazil has a highly
inflationary economy. Accounting principles generally accepted in the United
States of America require that financial statements of a company denominated
in the currency of a country with a highly inflationary economy be remeasured
into a more stable currency unit for purposes of consolidation. Accordingly,
the accounts of Empresa Brasileira de Compressores S.A. - EMBRACO and its
Brazilian subsidiaries, which are maintained in reais, were remeasured and
adjusted into U.S. dollars for the financial statements prepared in
accordance with accounting principles generally accepted in the United States
of America on the bases stated in Note 1.
F-5
January 19, 1996 [LOGO PRICE WATERHOUSE]
Empresa Brasileira de Compressores S.A. - EMBRACO
Page 2
4 In our opinion, the consolidated financial statements expressed in U.S.
dollars audited by us are presented fairly, in all material respects, on the
bases stated in Note 1 and discussed in the preceding paragraph.
/s/ Price Waterhouse
F-6
[LETTERHEAD PRICE WATERHOUSE]
Report of Independent Accountants
January 19, 1996
To the Board of Directors and Stockholders
Multibras S.A. Eletrodomesticos
1 We have audited the consolidated balance sheets of Multibras S.A.
Eletrodomesticos and its subsidiaries as of December 31, 1995 and 1994 and
the related consolidated statements of income, of movement in stockholders'
equity and of cash flows for the years then ended, expressed in U.S. dollars
(not presented herein). Such audits were made in conjunction with our audits
of the financial statements expressed in local currency on which we issued an
unqualified opinion dated January 19, 1996. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
2 We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. 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.
3 As stated in Note 1, Whirlpool Corporation has prescribed that accounting
principles generally accepted in the United States of America be applied in
the preparation of the consolidated financial statements of Multibras S.A.
Eletrodomesticos and its subsidiaries to be included in Whirlpool's
consolidated financial statements. Brazil has a highly inflationary economy.
Accounting principles generally accepted in the United States of America
require that financial statements of a company denominated in the currency of
a country with a highly inflationary economy be remeasured into a more stable
currency unit for purposes of consolidation. Accordingly, the accounts of
Multibras S.A. Eletrodomesticos and its Brazilian subsidiaries, which are
maintained in reais, were remeasured and adjusted into U.S. dollars for the
financial statements prepared in accordance with accounting principles
generally accepted in the United States of America on the bases stated in
Note 1.
F-7
January 19, 1996 [LOGO PRICE WATERHOUSE]
Multibras S.A. Eletrodomesticos
Page 2
4 In our opinion, the consolidated financial statements expressed in U.S.
dollars audited by us are presented fairly, in all material respects, on the
bases stated in Note 1 and discussed in the preceding paragraph.
/s/ Price Waterhouse
F-8
SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
WHIRLPOOL CORPORATION AND SUBSIDIARIES
YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993
(MILLIONS OF DOLLARS)
COL. A COL. B COL. C COL. D COL. E
------ --------- ------------------- ------------ -------
ADDITIONS
-------------------
(1) (2)
BALANCE CHARGED CHARGED BALANCE
AT TO COSTS TO OTHER AT END
BEGINNING AND ACCOUNTS-- DEDUCTIONS-- OF
DESCRIPTION OF PERIOD EXPENSES DESCRIBE DESCRIBE PERIOD
----------- --------- -------- ---------- ------------ -------
Year Ended December 31,
1995:
Current assets:
Allowance for doubtful
accounts--trade
receivables.............. $ 38 $ 16 $ 15(A) $ 39
==== ==== ==== ====
Allowance for doubtful
accounts--financing
receivables and leases... $ 15 $ 10 $ 13(B) $ 12
==== ==== ==== ====
Long-term receivables:
Allowance for doubtful
accounts--financing
receivables and leases... $ 31 $ 24 $ 25(C) $ 30
==== ==== ==== ====
Accrued expenses:
Restructuring reserves.... $175 $ 0 $105(D) $ 70
==== ==== ==== ====
Year Ended December 31,
1994:
Current assets:
Allowance for doubtful
accounts--trade
receivables.............. $ 36 $ 13 $ 11(A) $ 38
==== ==== ==== ====
Allowance for doubtful
accounts--financing
receivables and leases... $ 14 $ 13 $ 12(B) $ 15
==== ==== ==== ====
Long-term receivables:
Allowance for doubtful
accounts--financing
receivables and leases... $ 35 $ 9 $ 13(C) $ 31
==== ==== ==== ====
Accrued expenses:
Restructuring reserves.... $ 33 $250 $108(D) $175
==== ==== ==== ====
Year Ended December 31,
1993:
Current assets:
Allowance for doubtful
accounts--trade
receivables.............. $ 35 $ 9 $ 8(A) $ 36
==== ==== ==== ====
Allowance for doubtful
accounts--financing
receivables and leases... $ 22 $ 18 $ 26(B) $ 14
==== ==== ==== ====
Long-term receivables:
Allowance for doubtful
accounts--financing
receivables and leases... $ 15 $ 49 $ 29(C) $ 35
==== ==== ==== ====
Accrued expenses:
Restructuring reserves.... $ 22 $ 31 $ 20(D) $ 33
==== ==== ==== ====
- --------
Note A--The amounts represent accounts charged off, less recoveries of $5 in
1995, $1 in 1994, and $6 in 1993.
Note B--The amounts represent accounts charged off, less recoveries of $2 in
1995, and $1 in 1994 and 1993.
Note C--The amounts represent accounts charged off, less recoveries of $1 in
1995, 1994, and 1993.
Note D--Charges include employee related severance and relocation, disposal of
fixed assets and translation adjustments.
F-9
EXHIBIT 11--STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
WHIRLPOOL CORPORATION AND SUBSIDIARIES
(MILLIONS OF DOLLARS EXCEPT EARNINGS PER SHARE)
1995 1994 1993
------ ------ ------
Primary
Average Shares Outstanding............................. 73.9 74.2 71.1
Treasury Method (Average Market Price)
Stock Options........................................ 0.6 1.0 1.2
Restricted Stock (RSVP).............................. 0.3 0.3 --
------ ------ ------
Primary Average Shares Outstanding..................... 74.8 75.5 72.3
====== ====== ======
Net Earnings Before Cumulative Effect of Accounting
Change................................................ $209.4 $158.3 $230.7
RSVP Amortization, net of tax.......................... -- -- --
------ ------ ------
Primary Net Earnings Before Cumulative Effect of
Accounting Change..................................... $209.4 $158.3 $230.7
====== ====== ======
Earnings Per Share Before Cumulative Effect of
Accounting Change..................................... $ 2.80 $ 2.10 $ 3.19
====== ====== ======
Less Cumulative Effect of Accounting Change............ $ -- $ -- $(2.52)
====== ====== ======
Earnings Per Share..................................... $ 2.80 $ 2.10 $ 0.67
====== ====== ======
Fully Diluted
Average Shares Outstanding............................. 73.9 74.2 71.1
Treasury Method (Average Market Price or End of Period,
whichever is greater):
Stock Options........................................ 0.9 1.2 2.0
Restricted Stock..................................... 0.3 0.3 --
Assumed Conversion of Debt (4,885 shares issued May
1991)................................................. 2.2 2.2 3.3
------ ------ ------
Fully Diluted Average Shares Outstanding............... 77.3 77.9 76.4
====== ====== ======
Net Earnings Before Cumulative Effect of Accounting
Change................................................ $209.4 $158.3 $230.7
Interest Expense, net of tax........................... 4.2 4.3 7.3
RSVP Amortization, net of tax.......................... -- -- --
------ ------ ------
Fully Diluted Net Earnings Before Cumulative Effect of
Accounting Change..................................... $213.6 $162.6 $238.0
====== ====== ======
Earnings Per Share Before Cumulative Effect of
Accounting Change..................................... $ 2.76 $ 2.09 $ 3.11
====== ====== ======
Net Earnings........................................... $209.4 $158.3 $ 50.7
Interest Expense, net of tax........................... 4.2 4.3 7.3
RSVP Amortization, net of tax.......................... -- -- --
------ ------ ------
Fully Diluted Net Earnings............................. $213.6 $162.6 $ 58.0
====== ====== ======
Earnings Per Share..................................... $ 2.76 $ 2.09 $ 0.67*
====== ====== ======
- --------
* Since the fully diluted net earnings per share is anti-dilutive, the primary
net earnings per share is presented.
F-10
EXHIBIT 12--STATEMENT RE: COMPUTATION OF THE
RATIOS OF EARNINGS TO FIXED CHARGES
WHIRLPOOL CORPORATION AND SUBSIDIARIES
YEAR ENDED DECEMBER 31, 1995
-------------------------------
APPLIANCE FINANCIAL WHIRLPOOL
BUSINESS SERVICES CORPORATION
--------- --------- -----------
(MILLIONS OF DOLLARS)
Pretax earnings................................ $213.6 $ 28.3 $241.9
Portion of rents representative of the interest
factor........................................ 20.6 0.9 21.5
Interest on indebtedness....................... 128.6 78.1 206.7
Amortization of debt expense and premium....... 0.6 0.2 0.8
WFC preferred stock dividend................... -- 4.5 4.5
------ ------ ------
Adjusted income................................ $363.4 $112.0 $475.4
====== ====== ======
FIXED CHARGES
- -------------
Portion of rents representative of the interest
factor........................................ $ 20.6 $ 0.9 $ 21.5
Interest on indebtedness....................... 128.6 78.1 206.7
Amortization of debt expense and premium....... 0.6 0.2 0.8
WFC preferred stock dividend................... -- 4.5 4.5
------ ------ ------
$149.8 $ 83.7 $233.5
====== ====== ======
Ratio of earnings to fixed charges............. 2.43 1.34 2.04
====== ====== ======
F-11
EXHIBIT 12--STATEMENT RE: COMPUTATION OF THE
RATIOS OF EARNINGS TO FIXED CHARGES
WHIRLPOOL CORPORATION AND SUBSIDIARIES
YEAR ENDED DECEMBER 31, 1994
-------------------------------
APPLIANCE FINANCIAL WHIRLPOOL
BUSINESS SERVICES CORPORATION
--------- --------- -----------
(MILLIONS OF DOLLARS)
Pretax earnings................................ $268.9 $23.4 $292.3
Portion of rents representative of the interest
factor........................................ 19.6 0.8 20.4
Interest on indebtedness....................... 102.4 61.0 163.4
Amortization of debt expense and premium....... 1.9 0.1 2.0
WFC preferred stock dividend................... -- 4.5 4.5
------ ----- ------
Adjusted income................................ $392.8 $89.8 $482.6
====== ===== ======
FIXED CHARGES
- -------------
Portion of rents representative of the interest
factor........................................ $ 19.6 $ 0.8 $ 20.4
Interest on indebtedness....................... 102.4 61.0 163.4
Amortization of debt expense and premium....... 1.9 0.1 2.0
WFC preferred stock dividend................... -- 4.5 4.5
------ ----- ------
$123.9 $66.4 $190.3
====== ===== ======
Ratio of earnings to fixed charges............. 3.17 1.35 2.54
====== ===== ======
F-12
ANNUAL REPORT ON FORM 10-K
ITEMS 14(A)(3) AND 14(C)
INDEX TO EXHIBITS
YEAR ENDED DECEMBER 31, 1995
The following exhibits are submitted herewith or incorporated herein by
reference in response to Items 14(a)(3) and 14(c):
NUMBER AND SEQUENTIAL
DESCRIPTION PAGE
OF EXHIBIT NUMBERS*
----------- ----------
3(i) Restated Certificate of Incorporation of the
Company [Incorporated by reference from Exhibit
3(i) to the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993]
3(ii) Amended and Restated By-laws of the Company (as
amended January 23, 1995). [Incorporated by
reference from Exhibit 3(ii) to the Company's
Annual Report on Form 10-K for the fiscal year
ended December 31, 1994]
The registrant hereby agrees to furnish to the
Securities and Exchange Commission, upon request,
the instruments defining the rights of holders of
each issue of long-term debt of the registrant
and its subsidiaries.
4 (a) Whirlpool Retirement Benefits Restoration Plan
(as amended January 1, 1992) [Incorporated by
reference from Exhibit 10(iii)(a) to the
Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993]
10(iii) (b) 1979 Stock Option Plan (as amended April 28,
1987) [Incorporated by reference from Exhibit
10(iii)(b) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1993]
10(iii) (c) Whirlpool Supplemental Executive Retirement Plan
(as amended and restated effective December 31,
1993) [Incorporated by reference from Exhibit
10(iii)(c) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1993]
10(iii) (d) Resolution adopted on December 12, 1989 by the
Board of Directors of the Company adopting a
compensation schedule, life insurance program,
and retirement benefit program for eligible
Directors. [Incorporated by reference from
Exhibit 10(iii)(d) to the Company's Annual Report
on Form 10-K for the fiscal year ended December
31, 1993]
10(iii) (e) Resolution adopted on December 8, 1992 by the
Board of Directors of the Company adopting a
Flexible Compensation Program for the
Corporation's nonemployee directors.
[Incorporated by reference from Exhibit
10(iii)(e) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1993]
10(iii) (f) Whirlpool Corporation Deferred Compensation Plan
for Directors (as amended effective January 1,
1992 and April 20, 1993) [Incorporated by
reference from Exhibit 10(iii)(f) to the
Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993]
10(iii) (g) Form of Agreement providing for severance
benefits for certain executive officers
[Incorporated by reference from Exhibit
10(iii)(g) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1993]
10(iii) (h) Whirlpool Corporation 1989 Omnibus Stock and
Incentive Plan (as amended July 1, 1991)
[Incorporated by reference from Exhibit
10(iii)(h) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1993]
E-1
NUMBER AND SEQUENTIAL
DESCRIPTION PAGE
OF EXHIBIT NUMBERS*
----------- ----------
10(iii) (i) Whirlpool Corporation Restricted Stock Value
Program (Pursuant to the 1989 Whirlpool
Corporation Omnibus Stock and Incentive Plan)
[Incorporated by reference from Exhibit
10(iii)(i) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1993]
10(iii) (j) Whirlpool Executive Stock Appreciation and
Performance Program (Pursuant to the 1989
Whirlpool Corporation Omnibus Stock and Incentive
Plan) [Incorporated by reference from Exhibit
10(iii)(j) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1993]
10(iii) (k) Whirlpool Corporation Nonemployee Director Stock
Ownership Plan (as amended April 20, 1993)
[Incorporated by reference from Exhibit
10(iii)(k) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1993]
10(iii) (l) Whirlpool 401(k) Plan (as amended and restated
April 1, 1993) [Incorporated by reference from
Exhibit 10(iii)(l) to the Company's Annual Report
on Form 10-K for the fiscal year ended December
31, 1993]
10(iii) (m) Whirlpool Performance Excellence Plan (as amended
January 1, 1992 and February 15, 1994)
[Incorporated by reference from Exhibit
10(iii)(m) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1993]
10(iii) (n) Whirlpool Corporation Executive Deferred Savings
Plan (as amended effective January 1, 1992)
[Incorporated by reference from Exhibit
10(iii)(n) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1993]
10(iii) (o) Whirlpool Corporation Executive Officer Bonus
Plan (Effective as of January 1, 1994)
[Incorporated by reference from Exhibit
10(iii)(o) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1994]
10(iii) (p) Whirlpool Corporation Charitable Award
Contribution and Additional Life Insurance Plan
for Directors (Effective April 20, 1993)
[Incorporated by reference from Exhibit
10(iii)(p) to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1994]
10(iii) (q) Whirlpool Corporation Career Stock Grant Program
(Pursuant to the 1989 Whirlpool Corporation
Omnibus Stock and Incentive Plan).
10(iii) (r) Whirlpool Corporation 1989 Omnibus Stock and
Incentive Plan Amendment (Effective as of June
20, 1995).
11 Statement Re: Computation of Earnings per share.
12 Statement Re: Computation of the Ratios of
Earnings to Fixed Charges
13 Management's Discussion and Analysis and
Consolidated Financial Statements contained in
Annual Report to Stockholders for the year ended
December 31, 1995
21 List of Subsidiaries
23(ii) (a) Consent of Ernst & Young
23(ii) (b) Consent of Price Waterhouse
24 Powers of Attorney
27 Financial Data Schedule
- --------
*This information appears only in the manually signed originals of the Form
10-K and conformed copies with exhibits.
E-2