WHIRLPOOL CORP /DE/ — Director's Dealing 2005

Feb 16, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WHIRLPOOL CORP /DE/ (WHR)
CIK: 0000106640
Period of Report: 2005-02-14

Reporting Person: THIENEMAN MICHAEL D (EXECUTIVE VICE PRESIDENT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-14	Common Stock	M	549	$63.24	Acquired	6999	Direct
2005-02-14	Common Stock	M	175	$67.99	Disposed	6824	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-14	Phantom Restricted Shares (Strategic Excellence Program)	$	A	2884	Acquired		Common (2884)	Direct
2005-02-14	Deferred Phantom ESAP Stock in WEDSP	$	A	549	Acquired		Common ()	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	532.7874	Direct
Common Stock	3524.305	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Restricted Stock (Special Retention Program)	$		Common (20000)	20000	Direct
Phantom Restricted (Career) Stock	$		Common ()	25233.37	Direct
Employee Stock Option (Right to Buy)	$		Common (15000)	15000	Direct
Employee Stock Option (Right to Buy)	$		Common (23000)	23000	Direct
Employee Stock Option (Right to Buy)	$		Common (23000)	23000	Direct
Employee Stock Option (Right to Buy)	$		Common (8324)	8324	Direct

Footnotes

F1: Settlement of 2002-2004 ESAP award for 374 shares of common stock made under the Whirlpool Corporation 1996 Omnibus Stock and Incentive Plan in a transaction exempt under Rule 16b-3.

F2: Pursuant to the Company's Plan provisions, the Company paid $67.99 per share for performance-based phantom stock awarded under the 2002-2004 ESAP settlement for tax withholding purposes in a transaction exempt under Rule 16b-3.

F3: As of 12/15/04, the latest date for which information is reasonably available, there are 532.7874 shares held in the account of the undersigned pursuant to the Whirlpool Corporation Automatic Dividend Reinvestment Plan.

F4: The execution and filing of this report shall not be construed as an admission that the undersigned is for the pupose of Section 16 of the Securities Exchange Act of 1934 the beneficial owner of 37.60455 shares held in joint tenancy by the undersigned and Mrs. Thieneman.

F5: As of 12/15/04, the latest date for which information is reasonably available, there are 3,524.305 shares held in the account of the undersigned pursuant to the Plan indicated in Column 7.

F6: 2,884 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.

F7: Deferral of 549 phantom stock awarded on 02/14/05 by the Human Resources Committee of the Board of Directors pursuant to the Whirlpool Corporation 1996 Omnibus Stock and Incentive Plan in transactions exempt under Rule 16b-3. As of 02/14/05, 14,457.608 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

F8: Award of 20,000 phantom stock shares (Special Retention Program) 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.

F9: 20,000 phantom stock shares (Career Stock Award) awarded under the Whirlpool 1989 Omnibus Stock & Incentive Plan in transactions exempt under Rule 16b-3(c). 4,000 phantom shares are currently vested, with the remaining shares becoming vested as follows: 4,000 shares on 7/1/05; and 12,000 shares on retirement after age 60. As of 12/15/04, the latest date for which information is reasonably available, 25,233.37 total phantom shares deferred, which includes dividend equivalents earned in phantom restricted stock.

F10: 15,000 option shares with cashless exercise and tax withholding rights awarded on 6/15/98 at the option price of $63.13 per share. All shares are currently exercisable and will expire 10 years from date of grant.

F11: 23,000 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.

F12: 23,000 option shares with cashless exercise and tax withholding rights awarded on 2/17/03 at the option price of $49.60 per share. 11,500 shares are currently exercisable, with the remaining 11,500 shares becoming exercisable on 02/17/05. The options will expire 10 years from date of grant.

F13: 8,324 option shares with cashless exercise and tax withholding rights awarded on 02/16/04 at the option price of $72.94 per share. 2,775 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.