Obbligazione Whirlwind 4.6% ( US963320AX45 ) in USD

Whirlwind

100 USD ▼

Stati Uniti

US963320AX45 ( in USD )

4.6% per anno ( pagato 2 volte l'anno)

15/05/2050

Prospetto opuscolo dell'obbligazione Whirlpool US963320AX45 en USD 4.6%, scadenza 15/05/2050

2 000 USD

500 000 000 USD

963320AX4

BBB ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

15/05/2026 ( In 97 giorni )

Whirlpool Corporation è una multinazionale americana produttrice di elettrodomestici per la casa.

The Obbligazione issued by Whirlwind ( United States ) , in USD, with the ISIN code US963320AX45, pays a coupon of 4.6% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 15/05/2050

The Obbligazione issued by Whirlwind ( United States ) , in USD, with the ISIN code US963320AX45, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Whirlwind ( United States ) , in USD, with the ISIN code US963320AX45, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B5 1 d923820d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-224381
CALCULATION OF REGISTRATION FEE

Amount
Maximum
Title of Each Class of
to be
Maximum
Aggregate
Amount of
Securities to be Registered

Registered

Offering Price

Offering Price

Registration Fee(1)
4.600% Senior Notes due 2050

$500,000,000

98.557%

$492,785,000

$63,963.49

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended
Table of Contents

PROSPECTUS SUPPLEMENT
(To prospectus dated April 20, 2018)
$500,000,000

4.600% Senior Notes due 2050

We are offering $500,000,000 aggregate principal amount of our 4.600% senior notes due 2050 (the "notes"). The notes will mature on May 15,
2050. We will pay interest on the notes semi-annually on May 15 and November 15 of each year, commencing on November 15, 2020. We may redeem
some or all of the notes at any time and from time to time at the redemption prices described under the heading "Description of the Notes--Optional
Redemption." If we experience a "change of control repurchase event," unless we have exercised our right to redeem notes, we will be required to offer to
repurchase the notes from holders. See "Description of the Notes--Offer to Repurchase Upon a Change of Control Repurchase Event."
The notes will be our senior unsecured obligations, and will rank equally in right of payment with all of our other senior unsecured indebtedness
from time to time outstanding. The notes will be issued only in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in
excess thereof.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-5 of this prospectus supplement and
risks discussed elsewhere in this prospectus supplement, the accompanying prospectus and the documents we file with
the Securities and Exchange Commission (the "SEC").
Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Per Note
Total

Public offering price(1)

98.557%
$492,785,000
Underwriting discount

0.875%
$
4,375,000
Proceeds, before expenses, to us

97.682%
$488,410,000

(1)
Plus accrued interest from May 7, 2020 if settlement occurs after that date.
We expect to deliver the notes to investors in registered book-entry form through the facilities of The Depository Trust Company for the accounts of
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its participants, including Clearstream Banking, S.A. and Euroclear Bank SA/NV, on or about May 7, 2020.

Joint Book-Running Managers

BNP PARIBAS
Citigroup

Mizuho Securities
MUFG
SMBC Nikko

ING
May 4, 2020
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About this Prospectus Supplement
S-i
Cautionary Statement About Forward-Looking Statements
S-ii
Prospectus Supplement Summary
S-1
The Offering
S-2
Risk Factors
S-5
Use of Proceeds
S-9
Description of Notes
S-10
Material U.S. Federal Income Tax Considerations
S-22
Underwriting (Conflicts of Interest)
S-27
Legal Matters
S-32
Incorporation of Certain Information by Reference
S-32
Prospectus

About this Prospectus
i
Whirlpool Corporation
1
Whirlpool Finance Luxembourg S.à.r.l.
1
Whirlpool EMEA Finance S.à.r.l.
1
Risk Factors
2
Forward-Looking Statements
2
Legal Matters
3
Experts
3
Where You Can Find More Information
3
Incorporation of Certain Information by Reference
3
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document contains two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second part,
the accompanying prospectus, gives more general information, some of which may not apply to this offering. You should read the entire prospectus
supplement, the accompanying prospectus, any free writing prospectus we have authorized and the documents incorporated by reference that are described
under "Incorporation of Certain Information by Reference" in this prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any
free writing prospectus we have authorized. We have not authorized any other person to provide you with different information. If anyone provides you
with different or inconsistent information, you should not rely on it. The notes are being offered for sale only in jurisdictions where it is lawful to make
such offers. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain jurisdictions may be
restricted by law. Persons outside the United States who receive this prospectus supplement and the accompanying prospectus should inform themselves
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about and observe any such restrictions. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection
with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or
solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to
make such offer or solicitation. See "Underwriting (Conflicts of Interest)" in this prospectus supplement. You should assume that the information
appearing in this prospectus supplement, the accompanying prospectus, any free writing prospectus we have authorized and the documents incorporated by
reference is accurate only as of the respective dates of those documents in which the information is contained. Our business, financial condition, results of
operations and prospects may have changed since those dates.
This prospectus supplement contains summaries believed to be accurate with respect to certain documents, but reference is made to the actual
documents for complete information. All such summaries are qualified in their entirety by such reference. Copies of documents referred to in this
prospectus supplement will be made available to prospective investors at no cost upon request to us.
Unless the context requires otherwise, the terms "Whirlpool," "we," "our," and "us" refer to Whirlpool Corporation, including its subsidiaries.

S-i
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CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf. Certain
statements contained in this prospectus supplement, the accompanying prospectus, the information incorporated herein by reference, and other written and
oral statements made from time to time by us or on our behalf are based on current projections about operations, industry conditions, financial condition,
and liquidity, may not relate strictly to historical or current facts and may contain forward-looking statements that reflect our current views with respect to
future events and financial performance. As such, they are considered "forward-looking statements" which provide current expectations or forecasts of
future events. Such statements can be identified by the use of terminology such as "may," "could," "will," "should," "possible," "plan," "predict,"
"forecast," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe," "may impact," "on track," and similar words or expressions. Our
forward-looking statements generally relate to our growth strategies, financial results, product development, and sales efforts. These forward-looking
statements should be considered with the understanding that such statements involve a variety of risks and uncertainties, known and unknown, and may be
affected by inaccurate assumptions. Consequently, no forward-looking statement can be guaranteed and actual results may vary materially.
Forward-looking statements in this document or in the information incorporated herein by reference may include, but are not limited to, statements
regarding expected earnings per share, cash flow, productivity, raw material prices and the impact of the COVID-19 pandemic on our business, results of
operations and financial condition. Many risks, contingencies and uncertainties could cause actual results to differ materially from our forward-looking
statements. Among these factors are: (1) COVID-19 pandemic-related business disruption and economic uncertainty; (2) intense competition in the home
appliance industry reflecting the impact of both new and established global competitors, including Asian and European manufacturers, and the impact of the
changing retail environment, including direct to consumer sales; (3) our ability to maintain or increase sales to significant trade customers and the ability of
these trade customers to maintain or increase market share; (4) our ability to maintain our reputation and brand image; (5) our ability to achieve our
business plans, productivity improvements, and cost control objectives, and to leverage our global operating platform, and accelerate the rate of innovation;
(6) our ability to obtain and protect intellectual property rights; (7) acquisition and investment-related risks, including risks associated with our past
acquisitions, and risks associated with our increased presence in emerging markets; (8) risks related to our international operations, including changes in
foreign regulations, regulatory compliance and disruptions arising from political, legal and economic instability; (9) information technology system
failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks; (10) product liability and product recall costs;
(11) the ability of suppliers of critical parts, components and manufacturing equipment to deliver sufficient quantities to us in a timely and cost-effective
manner; (12) our ability to attract, develop and retain executives and other qualified employees; (13) the impact of labor relations; (14) fluctuations in the
cost of key materials (including steel, resins, copper and aluminum) and components and our ability to offset cost increases; (15) our ability to manage
foreign currency fluctuations; (16) impacts from goodwill impairment and related charges; (17) triggering events or circumstances impacting the carrying
value of our long-lived assets; (18) inventory and other asset risk; (19) the uncertain global economy and changes in economic conditions which affect
demand for our products; (20) health care cost trends, regulatory changes and variations between results and estimates that could increase future funding
obligations for pension and postretirement benefit plans; (21) changes in LIBOR, or replacement of LIBOR with an alternative reference rate;
(22) litigation, tax, and legal compliance risk and costs, especially if materially different from the amount we expect to incur or have accrued for, and any
disruptions caused by the same; (23) the effects and costs of governmental investigations or related actions by third parties; and (24) changes in the legal
and regulatory environment including environmental, health and safety regulations, and taxes and tariffs.

S-ii
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Except as required by law, we undertake no obligation to update any forward-looking statement, and investors are advised to review disclosures in
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our filings with the SEC. It is not possible to foresee or identify all factors that could cause actual results to differ from expected or historic results.
Therefore, investors should not consider the foregoing factors to be an exhaustive statement of all risks, uncertainties, or factors that could potentially cause
actual results to differ from forward-looking statements. Additional information concerning these factors can be found in our periodic filings with the
SEC, including our most recent Annual Report on Form 10-K, as updated by our quarterly reports on Form 10-Q, current reports on Form 8-K and other
filings we make with the SEC.

S-iii
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PROSPECTUS SUPPLEMENT SUMMARY
Whirlpool Corporation
Whirlpool Corporation ("Whirlpool"), the world's leading major home appliance company (based on the most recently available publicly
reported annual revenues among leading appliance manufacturers), was incorporated in 1955 under the laws of Delaware and was founded in 1911.
Whirlpool manufactures products in 13 countries and markets products in nearly every country around the world. We have received worldwide
recognition for accomplishments in a variety of business and social efforts, including leadership, diversity, innovative product design, business ethics,
social responsibility and community involvement. We conduct our business through four operating segments, which we define based on geography.
Whirlpool Corporation's operating and reportable segments consist of North America, Europe, Middle East and Africa ("EMEA"), Latin America and
Asia. Whirlpool had approximately $20 billion in annual sales and approximately 77,000 employees in 2019.
Whirlpool Corporation's principal executive offices are located at 2000 North M-63, Benton Harbor, Michigan 49022-2692 and its telephone
number is (269) 923-5000.
We maintain an Internet website at http://www.whirlpoolcorp.com. We have not incorporated by reference into this prospectus supplement or
the accompanying prospectus the information on our website, and you should not consider it to be a part of this prospectus supplement or the
accompanying prospectus.

S-1
Table of Contents
THE OFFERING
The following summary is a summary of the notes and is not intended to be complete. It does not contain all of the information that may be
important to you. For a more complete understanding of the notes, please refer to the section entitled "Description of Notes" in this prospectus
supplement.

Issuer
Whirlpool Corporation.

Notes Offered
$500,000,000 aggregate principal amount of 4.600% senior notes due 2050.

Maturity
The notes will mature on May 15, 2050.

Interest
The notes will bear interest from May 7, 2020 at the rate of 4.600% per year, payable semi-
annually in arrears.

Interest Payment Dates
We will pay interest on the notes semi-annually on May 15 and November 15 of each year,
commencing on November 15, 2020.

Ranking
The notes will be our senior unsecured obligations, will rank equally in right of payment
with all of our existing and future senior unsecured debt and will rank senior in right of
payment to all of our existing and future subordinated debt. As of March 31, 2020, we had
$7.1 billion of senior unsecured indebtedness. The notes will be structurally subordinated to
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all liabilities of our subsidiaries, including trade payables, and effectively subordinated to all
secured obligations, to the extent of the assets that serve as security for those obligations. As
of March 31, 2020, our subsidiaries had $2.6 billion of indebtedness and we had no
significant secured debt. See "Description of Notes" in this prospectus supplement.

Optional Redemption
The notes will be redeemable at our option in whole at any time, or in part from time to
time, prior to their maturity at the redemption prices described under "Description of Notes
--Optional Redemption."

Offer to Repurchase Upon a Change of Control
If a Change of Control Repurchase Event (as defined under "Description of Notes--Certain
Repurchase Event
Definitions") occurs, we will be required, unless we have exercised our right to redeem the
notes, to make an offer to each holder of notes to repurchase the notes at a purchase price
equal to 101% of the principal amount of the notes, plus accrued and unpaid interest to, but
excluding, the date of repurchase.

Certain Covenants
The indenture governing the notes contains certain covenants that will, among other things,
limit our ability and the ability of our restricted subsidiaries to:

· create liens; and

· enter into sale and leaseback transactions.

S-2
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These covenants are subject to a number of important qualifications and limitations. See

"Description of Notes--Certain Covenants."

Use of Proceeds
We intend to use the net proceeds from the sale of the notes in this offering to repay
outstanding borrowings under our revolving credit facility, as amended and restated, dated as
of August 6, 2019, among the Company, certain other borrowers, the lenders referred to
therein, JPMorgan Chase Bank, N.A. as Administrative Agent and Citibank, N.A., as
Syndication Agent ("Revolving Credit Facility"). See "Use of Proceeds."

Additional Notes
We may, from time to time, without giving notice to or seeking the consent of the holders or
beneficial owners of the notes, issue additional debt securities having the same terms (except
for the issue date and, in some cases, the public offering price and the first interest payment
date and initial interest accrual date) as, and ranking equally and ratably with, the notes. Any
additional debt securities having such similar terms, together with the notes, will constitute a
single series of securities under the indenture.

Denomination and Form
We will issue the notes in the form of one or more fully registered global notes registered in
the name of the nominee of The Depository Trust Company, or DTC. Beneficial interests in
the notes will be represented through book-entry accounts of financial institutions acting on
behalf of beneficial owners as direct and indirect participants in DTC. Clearstream Banking,
S.A. ("Clearstream") and Euroclear Bank, SA/NV ("Euroclear"), will hold interests on
behalf of their participants through their respective U.S. depositaries, which in turn will hold
such interests in accounts as participants of DTC. Except in the limited circumstances
described in this prospectus supplement, owners of beneficial interests in the notes will not
be entitled to have notes registered in their names, will not receive or be entitled to receive
notes in definitive form and will not be considered holders of notes under the indenture. The
notes will be issued only in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof.

Risk Factors
You should carefully read and consider the information set forth in "Risk Factors" beginning
on page S-5 and the risk factors set forth in Part I, Item 1A of our Annual Report on Form
10-K for the year ended December 31, 2019 and Part II, Item 1A of our Quarterly Report on
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Form 10-Q for the quarter ended March 31, 2020.

Conflicts of Interest
As a result of our intended use of the net proceeds from this offering to repay outstanding
borrowings under our Revolving Credit Facility, certain of the underwriters or certain of their
respective affiliates will receive more than 5% of the net proceeds of this offering, not
including underwriting compensation, thus creating a "conflict of interest" within the
meaning of Rule 5121 of the Financial Industry Regulatory Authority, Inc. ("FINRA Rule
5121"). Accordingly, this

S-3
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offering is being made in compliance with the requirements of FINRA Rule 5121. See

"Underwriting (Conflicts of Interest)--Conflicts of Interest."

Trustee
U.S. Bank National Association (as successor to Citibank, N.A.).

Governing Law
State of New York.

S-4
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RISK FACTORS
You should carefully consider the following risk factors and the information under the heading "Risk Factors" in the documents incorporated by
reference into this prospectus supplement, as well as the other information included or incorporated by reference into this prospectus supplement and the
accompanying prospectus, before making an investment decision with respect to the notes. You should also note that these risks are not the only risks that
we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may have a negative impact on our
business operations. The risks described could affect our business, financial condition or results of operations. In such a case, you may lose all or part of
your investment in the notes.
Risks Related to COVID-19.
Our financial condition and results of operations have been and are expected to continue to be adversely affected by the recent COVID-19 outbreak.
We are closely monitoring the impact of the global COVID-19 pandemic on all aspects of our operations and regions, including the effect on our
consumers, employees, trade customers, suppliers and distribution channels. The pandemic has created significant business disruption and economic
uncertainty which has adversely impacted our manufacturing operations, supply chain, distribution channels and consumer demand for our products. The
adverse impact is expected to continue in future periods and may materially affect our financial statements in future periods.
The impacts of the pandemic include, but are not limited to, the following:

·
Production shutdowns, in individual or collective groups of factories in impacted countries, or production slowdowns due to social distancing

guidelines or issues with absenteeism, which have and could in the future result in increased costs and decreased efficiency, and which could
impact our ability to respond to rapid changes in demand;

·
Lack of availability of component materials in our supply chain and an increase in raw material and component costs;

·
Recent and potential future reductions in trade customer sales volume as a result of reduced consumer confidence and discretionary spending,

potential trade customer financial restructuring or insolvency, and increases in accounts receivable balances with our trade customer base;

·
Potential future impairment in value of our tangible or intangible assets could be recorded as a result of weaker economic conditions;

·
Significant disruption of global financial markets, which could have a negative impact on our ability to access capital in the future, and which
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has, together with operational impacts noted above, necessitated certain recent liquidity creation and preservation actions as a precautionary
measure;

·
Fluctuations in forecasted earnings before tax and corresponding volatility in our effective tax rate;

·
Uncertainty with respect to the application of recently enacted economic stimulus legislation in the U.S. and abroad, including uncertainty

regarding impacts to our current global tax positions and future tax planning;

·
Operational risk, including but not limited to cybersecurity risks, as a result of extended salaried workforce remote work arrangements, and

operational delays as a result of recent and potential future salaried employee furlough and collective vacation actions in certain countries,
and restrictions on employee travel;

·
Operational disruption if key employees terminate their employment or become ill, as well as diversion of our management team's attention

from non-COVID-19 related matters; and

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·
Potential delays in resolving pending legal matters as a result of court, administrative and other closures in many of our regions.
Many of these impacts may not be covered by our existing insurance coverages. In addition, we cannot predict the impact that COVID-19 will have
on our trade customers, suppliers, consumers, and each of their financial conditions; however, any material effect on these parties could adversely impact
us. The impact of COVID-19 may also exacerbate other risks discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended
December 31, 2019, any of which could have a material adverse effect on our financial statements.
Risks Related to the Offering.
Ratings of the notes may not reflect all of the risks of an investment in the notes.
The notes will be rated by at least one nationally recognized statistical rating organization. The ratings of our notes primarily reflect our financial
strength and will change in accordance with the rating of our financial strength. Any rating is not a recommendation to purchase, sell or hold any particular
security, including the notes. These ratings do not comment as to market price or suitability for a particular investor. In addition, ratings at any time may be
lowered or withdrawn in their entirety. The ratings of our notes may not reflect the potential impact of all risks related to structure and other factors on any
trading market for, or trading value of, the notes. Actual or anticipated changes or downgrades in our credit ratings, including any announcement that our
ratings are under further review for a potential downgrade, could affect the market value of the notes and increase our corporate borrowing costs.
You may not be able to sell your notes if active trading markets for the notes do not develop.
There is no existing market for the notes and we have not applied and do not intend to apply for listing of the notes on any securities exchange or for
inclusion of the notes in any automated quotation system. As a result, a market for the notes may not develop or, if one does develop, it may not be
maintained. If an active market were to develop, the notes could trade at prices that may be higher or lower than the initial public offering price depending
on many factors, including prevailing interest rates, our financial performance, developments in the industries in which we conduct business and changes in
the overall market for investment grade securities. The underwriters have advised us that they currently intend to make a market in the notes. However, the
underwriters are not obligated to do so, and any market-making with respect to the notes may be discontinued at any time without notice. If no active
trading market develops, you may not be able to resell your notes at their fair market value or at all.
If you are able to resell your notes, many factors may affect the price you receive, which may be lower than you believe to be appropriate.
If you are able to resell your notes, the price you receive will depend on many factors that may vary over time, including:

·
the market for similar securities;

·
the level, direction and volatility of market interest rates;

·
the outstanding amount of the notes;

·
the redemption and repayment features of the notes to be sold; and

·
the time remaining to maturity of your notes.
As a result of these factors, you may only be able to sell your notes at prices below those you believe to be appropriate, including prices below the
price you paid for them.

S-6
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The notes will be structurally subordinated to the obligations of Whirlpool Corporation's subsidiaries.
While Whirlpool Corporation is not a holding company, it currently conducts some if its operations through its subsidiaries. Whirlpool Corporation's
principal source of funds, including for payment of principal and interest (including any additional amounts), on the notes, depends on earnings and cash
flows of its subsidiaries and the ability of its subsidiaries to pay dividends or advance or repay funds to it. In addition, any of Whirlpool Corporation's
rights (including the rights of the holders of the notes) to participate in the assets of any of its subsidiaries upon any liquidation or reorganization of any
such subsidiary will be subject to the prior claims of such subsidiary's creditors (except to the extent that Whirlpool Corporation may itself be a creditor of
such subsidiary), including such subsidiary's trade creditors and Whirlpool Corporation's creditors who have obtained guarantees from such subsidiary. As
a result, the notes will be structurally subordinated to the obligations and liabilities of all of Whirlpool Corporation's subsidiaries. As of March 31, 2020,
Whirlpool Corporation's subsidiaries had indebtedness of $2.6 billion. In addition, the indenture governing the notes will permit Whirlpool Corporation's
subsidiaries to incur additional indebtedness, including an unlimited amount of unsecured indebtedness, and will not contain any limitation on the amount
of other liabilities, such as trade payables, that may be incurred by its subsidiaries.
The notes will be effectively subordinated to secured indebtedness of Whirlpool Corporation.
The notes will be effectively subordinated to any secured obligations of Whirlpool Corporation and its subsidiaries, to the extent of the value of the
assets serving as security therefor. As of March 31, 2020, Whirlpool Corporation and its subsidiaries had no significant secured debt outstanding. If in the
future, we default on any then-existing secured debt, the holders thereof may foreclose on the assets securing our secured debt, reducing the cash flow from
the foreclosed property available for payment of unsecured debt. The holders of any of our secured debt outstanding at the time of an event of default also
would have priority over unsecured creditors in the event of our liquidation, bankruptcy or similar proceeding. In the event of such a proceeding, the
holders of our secured debt, if any, would be entitled to proceed against our pledged collateral, and that collateral will not be available for payment of
unsecured debt, including the notes. As a result, the notes will be effectively subordinated to any secured debt that we may have now or in the future.
The notes do not restrict our ability to incur additional debt or prohibit us from taking other action that could have a negative impact on holders of the
notes.
We are not restricted under the terms of the indenture or the notes from incurring additional indebtedness. The terms of the indenture limit our ability
to secure additional debt without also securing the notes and to enter into sale and leaseback transactions. However, these limitations are subject to certain
exceptions. See "Description of Notes--Certain Covenants--Limitations on Liens" and "Description of Notes-- Certain Covenants--Restrictions on Sales
and Leasebacks." In addition, the notes do not require us to achieve or maintain any minimum financial results relating to our financial position or results of
operations. Our ability to recapitalize, secure existing or future debt or take a number of other actions that are not limited by the terms of the indenture and
the notes, including repurchasing subordinated indebtedness or common stock or transferring assets to our parent if we were to form a holding company,
could have the effect of diminishing our ability to make payments on the notes when due.
Our financial performance and other factors could adversely impact our ability to make payments on the notes.
Our ability to make scheduled payments with respect to our indebtedness, including the notes, will depend on our financial and operating
performance, which, in turn, is subject to prevailing economic conditions and to financial, business and other factors beyond our control.

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If we redeem notes when prevailing interest rates are lower than the rate borne by the notes, you likely would not be able to reinvest the redemption
proceeds in a comparable security at as high an effective interest rate.
We may choose to redeem your notes from time to time. If prevailing rates are lower at the time of redemption, you likely would not be able to
reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the then-current interest rate on the notes being redeemed.
An increase in market interest rates could result in a decrease in the value of the notes.
In general, as market interest rates rise, notes bearing interest at a fixed rate generally decline in value because the premium, if any, over market
interest rates will decline. Consequently, if you purchase notes and market interest rates increase, the market value of your notes may decline. We cannot
predict the future level of market interest rates.
We may not have the funds to repurchase the notes upon a Change of Control Repurchase Event as may be required by the notes.
Upon the occurrence of a Change of Control Repurchase Event (as defined below under "Description of Notes--Certain Definitions"), unless we
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have exercised our right to redeem the notes, subject to certain conditions, we will be required to make an offer to each holder of notes to repurchase the
notes at a purchase price equal to 101% of the principal amount of the notes, plus any accrued and unpaid interest thereon to the date of repurchase. The
source of funds for that repurchase of notes will be our available cash or cash generated from our subsidiaries' operations or other potential sources,
including borrowings, sales of assets or sales of equity. We cannot assure you that sufficient funds from those sources will be available at the time a
Change of Control Repurchase Event occurs, requiring us to repurchase the notes tendered.
Accordingly, it is possible that we will not have sufficient funds at the time of the Change of Control Repurchase Event to make the required
repurchase of the notes or our other debt securities. It is also possible that restrictions in our credit agreements will not allow such repurchases. See
"Description of Notes --Offer to Repurchase Upon a Change of Control Repurchase Event" for additional information.

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USE OF PROCEEDS
We expect the net proceeds from the sale of the notes to be approximately $486.7 million, after the deduction of our offering expenses and the
underwriting discount. We intend to use the net proceeds from the sale of the notes in this offering to repay outstanding borrowings under our Revolving
Credit Facility.
We had $2.2 billion of outstanding borrowings under our Revolving Credit Facility with an interest rate of 1.67% as of March 31, 2020. Our
Revolving Credit Facility terminates on August 6, 2024.

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DESCRIPTION OF NOTES
The following description is a summary of the material provisions of the notes and the indenture. It does not restate those instruments and
agreements in their entirety. We urge you to read those instruments and agreements because they, and not this description, define your rights as holders of
notes. You may obtain a copy of the indenture from us by writing to us at Whirlpool Corporation, 2000 North M-63, Benton Harbor, Michigan 49022,
Attn: Investor Relations. The notes will have the terms described below. Capitalized terms used but not defined below or under "--Certain Definitions"
have the meanings given to them in the indenture relating to the notes.
General Terms of the Notes
The notes being offered by this prospectus supplement and the accompanying prospectus will be issued under an indenture between us and U.S. Bank
National Association (as successor to Citibank, N.A.), as trustee, dated March 20, 2000 (as may be amended, supplemented or amended and restated from
time to time). This prospectus supplement refers to U.S. Bank National Association as the "trustee." The indenture is subject to and governed by the Trust
Indenture Act of 1939, as amended.
The indenture and the notes do not limit the amount of indebtedness which may be incurred or the amount of securities which may be issued by us
and contain no financial or similar restrictions on us subject to certain limited exceptions. See "--Limitations on Liens" and "--Restrictions on Sales and
Leasebacks."
The initial principal amount of the notes will be $500,000,000.
We may, from time to time, without giving notice to or seeking the consent of the holders or beneficial owners of the notes, issue additional debt
securities having the same terms (except for the issue date and, in some cases, the public offering price and the first interest payment date and the initial
interest accrual date) as, and ranking equally and ratably with, the notes. Any additional debt securities having such similar terms, together with the notes,
will constitute a single series of securities under the indenture.
The notes will be our senior unsecured obligations, will rank equally in right of payment with all of our existing and future senior unsecured debt
and will rank senior in right of payment to all of our existing and future subordinated debt. As of March 31, 2020, we had $7.1 billion of senior unsecured
indebtedness. The notes will be structurally subordinated to all liabilities of our subsidiaries, including trade payables. As of March 31, 2020, our
subsidiaries had $2.6 billion of indebtedness. The notes will be effectively subordinated to all secured obligations to the extent of the assets that serve as
security for those obligations. As of March 31, 2020, we had no significant secured debt.
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The notes will be issued only in fully registered form without coupons, in minimum denominations of $2,000 with integral multiples of $1,000
thereof.
The notes will mature on May 15, 2050.
The notes will bear interest at the rate of 4.600% per year. Interest on the notes will accrue from May 7, 2020 and be payable semi-annually in
arrears on May 15 and November 15 of each year, commencing November 15, 2020 to the persons in whose names the notes were registered at the close of
business on the immediately preceding May 1 and November 1, respectively (whether or not a Business Day). Interest on the notes will be computed on the
basis of a 360-day year comprised of twelve 30-day months.
Any payment otherwise required to be made in respect of the notes on a date that is not a Business Day may be made on the next succeeding
Business Day with the same force and effect as if made on that date. No additional interest shall accrue as a result of a delayed payment.
Principal and interest will be payable, and the notes will be transferable or exchangeable, at the office or offices or agency maintained by us for this
purpose. Payment of interest on the notes may be made at our option by check mailed to the registered holders.

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The notes will be represented by one or more global securities registered in the name of a nominee of DTC. The notes will be available only in book-
entry form. Refer to "--Book-Entry Delivery and Form."
We will initially appoint the trustee at its corporate trust office as a paying agent, transfer agent and registrar for the notes. We will cause each
transfer agent to act as a co-registrar and will cause to be kept at the office of the registrar a register in which, subject to such reasonable regulations as we
may prescribe, we will provide for the registration of the notes and registration of transfers of the notes. We may vary or terminate the appointment of any
paying agent or transfer agent, or appoint additional or other such agents or approve any change in the office through which any such agent acts. We will
provide you with notice of any resignation, termination or appointment of the trustee or any paying agent or transfer agent, and of any change in the office
through which any such agent will act.
Optional Redemption
Prior to November 15, 2049 (six months prior to the maturity date of the notes)(the "Par Call Date"), we may, at our option, redeem the notes in
whole, at any time, or in part, from time to time, at a redemption price equal to the greater of:

·
100% of the principal amount of the notes being redeemed; and

·
the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed that would be due if
the notes to be redeemed matured on the Par Call Date (not including any portion of such payments of interest accrued as of the date of

redemption), discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Adjusted Treasury Rate plus 50 basis points,
plus, in each case, accrued and unpaid interest on the notes being redeemed to, but excluding, the redemption date.
On or after the Par Call Date, we may, at our option, redeem the notes in whole, at any time, or in part, from time to time at a redemption price equal
to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest on the principal amount being redeemed to, but excluding,
the redemption date.
Notwithstanding the foregoing, installments of interest on the notes that are due and payable on interest payment dates falling on or prior to a
redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date according to
the notes and the indenture.
We will mail or otherwise provide, notice of any redemption, in whole or in part, at least 10 days, but not more than 60 days, before the redemption
date to each registered holder of the notes to be redeemed. Once notice of redemption is mailed or otherwise given, the notes called for redemption will
become due and payable on the redemption date and at the applicable redemption price, plus accrued and unpaid interest to, but excluding, the redemption
date.
On and after the redemption date, interest will cease to accrue on the notes or any portion of the notes called for redemption (unless we default in the
payment of the redemption price and accrued interest). On or before the redemption date, we will deposit with a paying agent or the trustee money
sufficient to pay the redemption price of and accrued interest on the notes to be redeemed on that date. If less than all of the notes are to be redeemed, the
notes to be redeemed shall be selected by the trustee by a method the trustee deems to be fair and appropriate or in accordance with applicable DTC
procedures.
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