SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Bitzer Marc R

(Last) (First) (Middle)
WHIRLPOOL CORPORATION
2000 M-63N

(Street)
BENTON HARBOR, MI 49022

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2006
3. Issuer Name and Ticker or Trading Symbol
WHIRLPOOL CORP /DE/ [ WHR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EXECUTIVE VICE PRESIDENT
5. If Amendment, Date of Original Filed (Month/Day/Year)
01/09/2006
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 10,167 D(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) (2) (2) Common 6,600 (2) D
Employee Stock Option (Right to Buy) (3) (3) Common 12,000 (3) D
Employee Stock Option (Right to Buy) (4) (4) Common 3,563 (4) D
Phantom Restricted Shares (Strategic Excellence Program) (5) (5) Common 1,123 (5) D
Phantom Restricted Shares (Special Retention Program) (6) (6) Common 9,250 (6) D
Phantom Restricted Shares (Special Retention Program) (7) (7) Common 20,000 (7) D
Phantom Restricted (Career) Stock (8) (8) Common 22,845.73(8) (8) D
Explanation of Responses:
1. The 10,167 shares are held in the name of the undersigned's broker.
2. 6,600 option shares awarded on 09/01/1999 at the option price of $72.06 per share with cashless exercise and tax withholding rights. All shares are currently exercisable and will expire 10 years from the date of grant.
3. 12,000 option shares awarded on 02/18/2002 at the option price of $69.54 per share with cashless exercise and tax withholding rights. All shares are currently exercisable and will expire 10 years from the date of grant.
4. 3,563 option shares awarded on 02/16/2004 at the option price of $75.32 per share with cashless exercise and tax withholding rights. 1,188 shares are currently exercisalbe, with the remaining shares becoming exercisable as follows: one-third on 02/16/2006; and one-third on 02/16/2007. The options will expire 10 years from the date of grant.
5. 1,123 phantom stock shares (Strategic Excellence Program) awarded on 02/14/05 under the SEP 2004 grant made pursuant to the 2002 Whirlpool Corporation Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Time restrictions will lapse and shares will become vested as follows: 50% on 02/14/06; and 50% on 02/14/07.
6. 9,250 phantom stock shares (Special Retention Program) awarded under the Whirlpool Corporation 1998 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Shares will vest on 02/19/2008. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock.
7. 20,000 phantom stock shares (Special Retention Program) awarded on 06/14/2004 with the effective date of the award to be 07/01/2004 under the Whirlpool Corporation 2002 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Shares will become vested as follows: 50% on 07/01/2007 and 50% on 07/01/2011. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock.
8. 20,000 phantom stock shares (Career Stock Award) awarded under the Whirlpool Corporation 1989 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). 8,000 phantom shares are currently vested, with the remaining shares becoming vested as follows: 8,000 shares on 08/24/2010; and 4,000 shares on retirement after age 60. As of 12/15/2005, the latest date for which information is reasonably available, 22,845.73 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.
Remarks:
/s/ Robert T. Kenagy, Corporate Secretary 01/10/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.