WHIRLPOOL CORP /DE/ — Director's Dealing 2005

Feb 18, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WHIRLPOOL CORP /DE/ (WHR)
CIK: 0000106640
Period of Report: 2005-02-18

Reporting Person: SWIFT DAVID L (EXECUTIVE VICE PRESIDENT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-18	Common Stock	M	30000	$49.60	Acquired	34181	Direct
2005-02-18	Common Stock	S	29000	$62.2069	Disposed	5181	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-18	Employee Stock Option (Right to Buy)	$49.60	M	30000	Disposed		Common (30000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Restricted Shares (Strategic Excellence Program)	$		Common (3733)	3733	Direct
Deferred Phantom ESAP Stock in WEDSP	$		Common ()	724.5	Direct
Phantom Restricted Shares (Special Retention Program)	$		Common ()	12343.19	Direct
Phantom Restricted Shares (Special Retention Program)	$		Common (12500)	12500	Direct
Phantom Restricted Shares (Special Retention Program)	$		Common (30000)	30000	Direct
Employee Stock Option (Right to Buy)	$		Common (25000)	25000	Direct
Phantom Restricted (Career) Stock	$		Common ()	26955.01	Direct
Employee Stock Option (Right to Buy)	$		Common (27000)	27000	Direct
Employee Stock Option (Right to Buy)	$		Common (10772)	10772	Direct

Footnotes

F1: Cashless stock option exercise of 30,000 share options granted on 02/17/03 at the option price of $49.60 per share with tax withholding rights. Immediate sale through broker of 29,000 shares. 1,000 shares were retained from the exercise.

F2: 4,688 shares are held in name of the undersigned's broker.

F3: Award of 3,733 phantom stock shares (Strategic Excellence Program) awarded on 02/14/05 under 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.

F4: 724.50 phantom stock deferred under the Executive Deferred Savings Plan in transactions exempt under Rule 16b-3. As of 02/14/05, 724.50 total phantom shares deferred.

F5: Deferral of payout of 12,266.37 phantom restricted shares (Special Retention Program) awarded under the 1998 Whirlpool Corporation Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). As of 12/15/04, the latest date for which information is reasonably available, 12,343.19 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

F6: 12,500 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 11/26/08. Participants may elect to defer receipt of vested shares. Dividend equivalents on deferred stock will be invested in additional stock.

F7: 30,000 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.

F8: 25,000 option shares with cashless exercise and tax withholding rights awarded on 11/26/01 at the option price of $66.62 per share. All shares are currently exercisable, and will expire 10 years from date of grant.

F9: Original grant of 25,000 phantom stock shares (Career Stock Award) awarded under the 1996 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16(b)-3(c). Phantom shares will become vested as follows: 10,000 shares on 11/26/06; 10,000 shares on 11/26/10; and 5,000 shares on retirement after age 60. As of 12/15/2004, the latest date for which information is reasonably available, 26,955.01 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

F10: 27,000 option shares with cashless exercise and tax withholding rights awarded on 2/18/02 at the option price of $67.29 per share. All shares are currently exercisable, and will expire 10 years from date of grant.

F11: 10,772 option shares with cashless exercise and tax withholding rights awarded on 02/16/04 at the option price of $72.94 per share. 3,591 shares are currently exercisable, with the remaining shares to become exercisable as follows: one-third on 02/16/06; and one-third on 02/16/07. The options will expire 10 years from date of grant.