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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, 1994
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

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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 .
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 3, 1995, was

$3,875,448,476.
On March 3, 1995, the registrant had 74,163,512 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

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The Company's annual report to stockholders for the year

ended December 31, 1994 Parts I, II and IV

The Company's proxy statement for the 1995 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
RESTRUCTURING
In November 1994, the Company announced a restructuring of its North American

and European operations, resulting in a before tax charge of approximately $240

million. The restructuring, designed to improve efficiency, better integrate

operations and reduce costs, will result in the elimination of approximately

3,200 jobs worldwide. The Company expects to realize annual cost savings of

about $150 million by 1997.
Regarding Whirlpool Europe, B.V. ("WEBV" or "Whirlpool Europe"), the

restructuring is aimed at furthering the Company's pan-European approach to

delivering products and services. The restructuring shifts the organization

from country focused sales, marketing and support functions to a trade channel

focus. The changes are designed to support the two key elements of WEBV's

strategy. The first involves improving efficiency, reducing costs and creating

greater value in the products and services delivered to the marketplace. The

second centers on improving the Company's core business processes aimed at

satisfying trade partners who sell Whirlpool products and the customers who buy

them. The core business processes include product creation, brand management,

trade partner management, logistics and customer service.
A major focus of the restructuring is a new sales organization that will

operate at three levels: a centralized European level, based in Whirlpool

Europe's offices in Italy; an "Area" level involving four groupings of

countries based on similar channel characteristics; and a "local" market level.

The sales organization will also assume responsibility for trade marketing,

which encompasses merchandising, promotions and the creation of unique programs

for trade partners at the European, Area and Local levels. Group Marketing will

continue to be organized by brand and product category on a European level. The

restructuring will result in the loss of about 2,000 jobs.
In North America, the restructuring will result in the loss of approximately

1,200 jobs and the closing of manufacturing facilities in Cambridge, Ontario,

Canada, and Columbia, South Carolina.
NORTH AMERICA
In December 1994, the Board of Directors approved a plan to buy back up to

five (5) percent of the Company's outstanding shares of common stock. The

shares may be purchased from time to time via open-market and privately

negotiated transactions. Through February 28, 1995 the Company had repurchased

approximately 965,800 shares.
In September 1994, the Company sold its minority interest in Matsushita Floor

Care Company, a joint venture which manufactures and markets vacuum cleaners in

North America. The sale resulted in cash proceeds of $44 million and a before

tax gain of $26 million.
During 1994, the Company announced several investments designed to expand or

improve its manufacturing capabilities in North America. These investments

included: the construction of a new $100 million range facility in Tulsa,

Oklahoma; an approximate $42 million commitment to redesign the automatic

washer facility in Clyde, Ohio, to allow the manufacture of horizontal axis

washers; and an approximate $12 million investment to construct and equip a new

small appliance manufacturing facility in Greenville, Ohio.
1
ASIA
In August 1994, Whirlpool Asia announced a realignment of its organization in

an effort to accelerate execution of its strategic plan. The realignment calls

for 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 New Delhi, which includes India, Pakistan and other surrounding

markets; the North Asia region, based in Tokyo, which includes Japan, Korea,

the Philippines and Taiwan; and the Southeast Asia-Australia region, based in

Singapore.
In December 1994, the Company announced it had reached agreement to acquire

majority interests in two joint ventures in the Peoples Republic of China to

manufacture and market microwave ovens and refrigerators. In the larger of the

two agreements, the Company will spend approximately $90 million to acquire a

majority stake in SMC Microwave Products Co., Ltd. ("SMC"). The transaction

will place the Company among the top five microwave oven producers in the

world. The SMC transaction is expected to receive government approval and close

during late first quarter or early second quarter of 1995.
The other joint venture links the Company with Beijing Snowflake Electric

Appliance Group Corporation ("Beijing Snowflake"), a state-owned enterprise and

the first producer of refrigerators in China. The new joint venture company

will be known as the Beijing Whirlpool Snowflake Electric Appliance Company,

Limited, with the Company investing about $17 million for a 60 percent position

in the venture. This is the first joint venture company for refrigerators

involving a Western partner in China. The Beijing Snowflake transaction

received government approval and closed in December 1994.
In related developments, the Company's Brazilian affiliate, Embraco S.A., has

signed a joint venture agreement with Beijing Snowflake to produce compressors.

Embraco would hold a majority equity position with Whirlpool and Beijing

Snowflake holding minority positions. The Company has also signed a joint

venture agreement for the production of washing machines with the Shanghai

Narcissus Electric Appliance Corp., Ltd., a leading manufacturer of washing

machines. These transactions are expected to receive government approval and

close during late first quarter or early second quarter of 1995.
In August 1994, the Company announced an agreement in principle under which

the Company will purchase the remaining interest of Sundaram-Clayton, Ltd. in

TVS Whirlpool, Ltd. ("TWL"), an automatic washer joint venture based in Madras,

India. The agreement, which is subject to government approval, will raise the

Company's stake in the joint venture to 78 percent. As part of the transaction,

TWL will have the right to use the TVS brand name on washer products for three

years following the closing. The Company assumed controlling interest of TWL

earlier this year through a capital restructuring.
In July 1994, the Company announced it had reached agreement to acquire a

controlling interest in Kelvinator of India, Ltd. (KOI), historically the

largest manufacturer and marketer of refrigerators in India, for approximately

$120 million in cash. The acquisition received government approval and closed

during the first quarter of 1995. As part of the transaction, KOI will have the

right to use the Kelvinator name for a two year phase-out period beginning on

December 29, 1994 on refrigerators, freezers, ice making machines, refrigerated

display cabinets and microwave ovens.
LATIN AMERICA
In May 1994, the Brasmotor Group in Brazil merged two of its subsidiaries,

Consul S.A. and Brastemp S.A., both manufacturers of home appliances, into a

new company, Multibras S.A. Electrodomesticos ("Multibras"). The consolidation

has resulted in significant operating efficiencies and better management of

brands and products. Multibras is the leading producer and marketer of major

appliances in Brazil with
2
annual sales of $1 billion. The restructuring did not materially affect the

Company's significant, minority equity interest in the Brasmotor Group. The

move did not affect Embraco, a producer of compressors in Brazil and Italy that

is also part of the Brasmotor Group.
WHIRLPOOL FINANCIAL CORPORATION
In October 1994, Whirlpool Financial Corporation ("WFC"), a majority owned

subsidiary of the Company, began operating a national credit card bank,

Whirlpool Financial National Bank ("WFNB"), a wholly-owned subsidiary of WFC,

after receiving approval of its charter from the Office of the Comptroller of

Currency and the Federal Deposit Insurance Corporation. WFNB will function

solely as a credit facility for the purpose of issuing consumer credit cards

(private and non-private label) and the related lending for consumer purchases.
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 1994, 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 Note 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.
Home refrigeration and room air conditioning equipment: refrigerator-

freezers; upright and chest freezers; room air conditioners; dehumidifiers;

and residential, commercial and component ice makers.
Other home appliances, products and services: dishwashers; free-standing

and set-in ranges; built-in ovens and surface cooking units; microwave

ovens; countertop cooking units; residential trash compactors; food waste

disposers; portable appliances; hot water dispensers; water filtration

products; range hoods; oil radiators; water heaters; component parts,

replacement parts, repair services and warranty contracts; and product

kits.
Financial Services:
WFC provides inventory financing services for dealers and distributors

that market products manufactured by the Company plus other manufacturers

and consumer financing services for retail sales by dealers. WFC also

continues to manage down its commercial lending and 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
3
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 1994,

1993 and 1992, 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 and COOLERATOR brand names through

Company-owned sales branches primarily to retail dealers and builders.

WHIRLPOOL and ROPER brand name products were also marketed and distributed

indirectly through independent wholesale distributors in some markets. As of

January 1, 1994, the Company assumed responsibility for direct distribution of

all its major home appliances to dealers in the United States. KITCHENAID

portable appliances are sold to retailers either directly or through an

independent representative organization and, in Canada, through independent

agents. 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 over 75 years and of room air conditioning

equipment for over 30 years. The Company is also the principal supplier to

Sears of residential trash compactors and a major supplier to Sears of

dishwashers and home refrigeration equipment. The Company also supplies Sears

with certain other products for which the Company is not a principal or 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 and products under the Company's WHIRLPOOL

and KITCHENAID brand names. 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 and phase out the PHILIPS brand name. The

Company is continuing to fund this successful marketing campaign to further

develop the WHIRLPOOL brand name in Europe. By the end of 1994 the PHILIPS name

had been removed from the product in almost all countries in Europe, including

Eastern Europe. In France, Italy, Spain and Portugal, the complete phase-in of

the WHIRLPOOL brand and the removal of the PHILIPS name, although started in

1994, will not be completed until 1995 to coincide with new product launches.

Whirlpool Europe also markets products under the BAUKNECHT, IGNIS and LADEN

brand names. In most Eastern European countries, products bearing the

WHIRLPOOL, BAUKNECHT 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.

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 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 dealers in

Africa and the Middle East.
4
WHIRLPOOL FINANCIAL CORPORATION
Whirlpool Financial provides diversified financial services to businesses and

consumers throughout the United States and Canada and inventory and display

financing activities in Europe and Argentina. WFC conducts its business through

four divisions: the Inventory Finance Division, which provides floorplan

financing and display programs to dealers; the Consumer Finance Division, which

provides installment financing and, through WFNB, WFC's recently formed credit

card bank, consumer credit card programs; the Specialized Finance Division,

which provides asset based working capital loans to manufacturers, distributors

and dealers; and the International Division, operated through Whirlpool

Financial Corporation International and Whirlpool Financial Corporation

Overseas, wholly owned subsidiaries of WFC, which provide inventory and display

financing for retailers of products of Whirlpool Europe and Whirlpool

Argentina. Inventory financing represents the largest segment of WFC's

business, providing services for manufacturers, distributors and dealers in the

appliance, consumer electronics, outdoor power equipment and residential

heating and cooling equipment industries. As previously mentioned, WFC is

phasing-out its commercial lending and 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 1994 there were

approximately five United States manufacturers of home laundry appliances, 15

United States manufacturers of home refrigeration and room air conditioning

equipment, and five 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. As a result of the

Company's global expansion, the Company believes it may have a competitive

advantage by reason of its ability to share engineering breakthroughs across

regions, leverage best practices and economically purchase raw materials and

component parts in large volumes.
The Company believes that Whirlpool Europe, in terms of units sold annually,

is one of the three largest consolidated manufacturers and marketers of major

home appliance products in Western Europe. The Company estimates that during

1994 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 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. 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 1994 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
5
the region. The Company estimates that during 1994 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.
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 39,000

employees as of December 31, 1994.
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 with Multibras (the

South American Sales Company). 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

countries. In India, the Company has a majority interest in joint venture

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 under 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 are subject to risks which

may be greater than or in addition to those risks currently present in the

United States. 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, 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

1993 and 1994 due to cost control, productivity improvements and an increase in

consumer demand. However, issues such as economic volatility and exchange rate

changes continue to impact 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
6
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 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, including room air conditioners, which are generally produced and sold

heavily in the first half of each year. In Europe, clothes dryers are sold more

heavily in the winter.
Backlogs of the Company's products are completed 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

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 $44 million in 1992, $57

million in 1993, and $78 million in 1994. The Company anticipates that such

capital expenditures and expenses will aggregate approximately $82 million in

1995. Much of the increase in 1993 and 1994 is attributable to taxes on

chloroflourocarbons ("CFCs") (which will be eliminated from the Company's

products in the United States by 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. Most

of the increase for 1995 relates to capital expenditures associated with plant

modifications necessary to produce a more energy and water efficient horizontal

axis washer in North America. The Company has developed a global environmental

management process designed 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
7
include the general phaseout of CFCs used in refrigeration and energy standards

rulemakings for all major appliances produced by the Company. 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.
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 Company believes it has

a contractual right to reimbursement from Philips for the vast majority of

anticipated remediation costs. 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 following table sets forth the names of the Company's executive officers

at December 31, 1994, 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, 1994:

FIRST BECAME

NAME OFFICE AN OFFICER AGE

---- ------ ------------ ---
David R. Whitwam Director, Chairman of the Board 1983 52

and Chief Executive Officer

William D. Marohn Director, President and Chief 1984 54

Operating Officer

*Harry W. Bowman Executive Vice President 1985 51

Jeff M. Fettig Executive Vice President 1993 37

Robert I. Frey Executive Vice President 1985 51

Ralph F. Hake Executive Vice President 1988 45

Ronald L. Kerber Executive Vice President 1991 51

P. Daniel Miller Executive Vice President 1991 46

James R. Samartini Executive Vice President and Chief 1986 59

Administrative Officer
- --------

* Resigned from the Company effective 2/21/95
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 1995 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

---- ---------------- --------------
Ronald L. Kerber McDonnell Douglas Corporation-- 2/88 to 2/91

Corporate Vice President (joined the

Company 2/91)

8
ITEM 2. PROPERTIES.
The principal executive offices of Whirlpool Corporation are located in

Benton Harbor, Michigan. At December 31, 1994, the principal manufacturing and

service operations of the Company were carried on at 26 locations worldwide, 14

of which are located outside the United States in seven countries. The Company

occupied a total of approximately 32 million square feet devoted to

manufacturing, service, administrative offices, warehouse, distribution and

sales space. Over seven (7) 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.
ITEM 3. LEGAL PROCEEDINGS.
As of, and during the quarter ended, December 31, 1994, 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 1994.
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 3, 1995, the number of holders of record of the Company's common

stock was approximately 11,829.
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 1993 and 1994 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, 1994 with

respect to the following line items shown under the "Consolidated Statistical

Review" in the Annual Report is incorporated herein by reference and made a

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