Obligation Whirlwind 2.4% ( US963320AQ93 ) en USD

Whirlwind

100 % ⇌

Etas-Unis

US963320AQ93 ( en USD )

2.4% par an ( paiement semestriel )

01/03/2019 - Obligation échue

Prospectus brochure de l'obligation Whirlpool US963320AQ93 en USD 2.4%, échue

2 000 USD

250 000 000 USD

963320AQ9

N/A

Whirlpool Corporation est un fabricant et distributeur mondial d'appareils électroménagers, comprenant des réfrigérateurs, lave-linges, lave-vaisselle, cuisinières, fours à micro-ondes et autres produits pour la maison.

L'Obligation émise par Whirlwind ( Etas-Unis ) , en USD, avec le code ISIN US963320AQ93, paye un coupon de 2.4% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/03/2019

424B5
http://www.sec.gov/Archives/edgar/data/106640/000119312514062769/...
424B5 1 d679303d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-181339
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Share

Offering Price
Registration Fee(1)
1.350% Senior Notes due 2017
$250,000,000 99.947%

$249,867,500 $32,182.94
2.400% Senior Notes due 2019
$250,000,000 99.774%

$249,435,000 $32,127.23
4.000% Senior Notes due 2024
$300,000,000 99.893%

$299,679,000 $38,598.66
Total
$800,000,000

$798,981,500 $102,908.83

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
1 of 46
2/24/2014 9:49 AM

424B5
http://www.sec.gov/Archives/edgar/data/106640/000119312514062769/...
Table of Contents
PROSPECTUS SUPPLEMENT
(To prospectus dated May 11, 2012)
We are offering $250,000,000 aggregate principal amount of our 1.350% senior notes due 2017 (the "2017 notes"),
$250,000,000 aggregate principal amount of our 2.400% senior notes due 2019 (the "2019 notes") and $300,000,000
aggregate principal amount of our 4.000% senior notes due 2024 (the "2024 notes," and, together with the 2017 notes
and the 2019 notes, the "notes"). The 2017 notes wil mature on March 1, 2017, the 2019 notes wil mature on March 1,
2019, and the 2024 notes wil mature on March 1, 2024. We wil pay interest on the notes semi-annual y on each
March 1 and September 1, commencing on September 1, 2014. We may redeem some or all of the notes of any or all
series of notes at any time and from time to time at the "make whole" redemption price 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 the notes, we wil be required to offer to repurchase the notes from holders.
The notes wil be our senior unsecured obligations, and wil rank equal y in right of payment with al of our other senior
unsecured indebtedness from time to time outstanding. The notes wil 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.
Neither the Securities and Exchange Commission 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 2017 Note Total
Per 2019 Note Total
Per 2024 Note Total
Total

Public offering price(1)
99.947%

$249,867,500 99.774%

$249,435,000 99.893%

$299,679,000 $798,981,500
Underwriting discount
0.250%

$
625,000 0.350%

$
875,000 0.450%

$ 1,350,000 $ 2,850,000
Proceeds, before expenses, to us 99.697%

$249,242,500 99.424%

$248,560,000 99.443%

$298,329,000 $796,131,500
(1) Plus accrued interest from February 25, 2014 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 its participants, including Clearstream Banking, société anonyme, Luxembourg and
Euroclear Bank S.A./N.V., as operator of the Euroclear System, on or about February 25, 2014.
Joint Book-Running Managers

Co-Managers

2 of 46
2/24/2014 9:49 AM

424B5
http://www.sec.gov/Archives/edgar/data/106640/000119312514062769/...
ING
Mitsubishi UFJ Securities
BofA Merrill Lynch
Wells Fargo Securities

February 20, 2014
3 of 46
2/24/2014 9:49 AM

424B5
http://www.sec.gov/Archives/edgar/data/106640/000119312514062769/...
Table of Contents
Prospectus supplement

About this Prospectus Supplement
S-ii

Cautionary Statement About Forward-Looking Statements
S-iii

Prospectus Supplement Summary
S-1

Risk Factors
S-5

Use of Proceeds
S-8

Ratio of Earnings to Fixed Charges
S-8

Description of Notes
S-9

Certain Material United States Federal Tax Considerations
S-23
Underwriting
S-29
Legal Matters
S-33
Incorporation of Certain Information by Reference
S-33
Prospectus

About this Prospectus

i
Our Company

1
Risk Factors

1
Forward-Looking Statements

1
Selected Financial Data

1
Legal Matters

2
Experts

2
Where You Can Find More Information

2
Incorporation of Certain Information by Reference

3

S-i
4 of 46
2/24/2014 9:49 AM

424B5
http://www.sec.gov/Archives/edgar/data/106640/000119312514062769/...
Table of Contents
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. We are not making, nor wil we make, an offer to sel these securities in any jurisdiction where the
offer or sale is not permitted. 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. Al such summaries are qualified in their entirety by
such reference. Copies of documents referred to in this prospectus supplement wil 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
5 of 46
2/24/2014 9:49 AM

424B5
http://www.sec.gov/Archives/edgar/data/106640/000119312514062769/...
Table of Contents
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," "wil ," "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 general y 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 and material and oil-related
prices. Many risks, contingencies and uncertainties could cause actual results to differ materially from our forward-
looking statements. Among these factors are: (1) intense competition in the home appliance industry reflecting the
impact of both new and established global competitors, including Asian and European manufacturers; (2) our ability to
continue our relationship with significant trade customers and the ability of these trade customers to maintain or increase
market share; (3) risks associated with acquisitions and other investments; (4) changes in economic conditions which
affect demand for our products, including the strength of the building industry and the level of interest rates; (5) product
liability and product recall costs; (6) inventory and other asset risk; (7) risks related to our international operations,
including changes in foreign regulations, regulatory compliance and disruptions arising from natural disasters or terrorist
attacks; (8) the uncertain global economy; (9) our ability to achieve our business plans, productivity improvements, cost
control, price increases, leveraging of our global operating platform, and acceleration of the rate of innovation; (10) our
ability to maintain our reputation and brand image; (11) fluctuations in the cost of key materials (including steel, plastic,
resins, copper and aluminum) and components and our ability to offset cost increases; (12) litigation, tax, and legal
compliance risk and costs, especial y costs which may be materially different from the amount we expect to incur or
have accrued for; (13) the effects and costs of governmental investigations or related actions by third parties; (14) our
ability to obtain and protect intel ectual property rights; (15) the ability of suppliers of critical parts, components and
manufacturing equipment to deliver sufficient quantities to us in a timely and cost-effective manner; (16) health care cost
trends, regulatory changes and variations between results and estimates that could increase future funding obligations
for pension and post-retirement benefit plans; (17) information technology system failures and data security breaches;
(18) the impact of labor relations; (19) our ability to attract, develop and retain executives and other qualified employees;
(20) changes in the legal and regulatory environment including environmental and health and safety regulations; and
(21) our ability to manage foreign currency fluctuations.

S-iii
6 of 46
2/24/2014 9:49 AM

424B5
http://www.sec.gov/Archives/edgar/data/106640/000119312514062769/...
Table of Contents
Except as required by law, we undertake no obligation to update any forward-looking statement, and investors are
advised to review disclosures in our filings with the Securities and Exchange Commission. It is not possible to foresee or
identify al 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 al risks, uncertainties, or factors that could
potential y 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-iv
7 of 46
2/24/2014 9:49 AM

424B5
http://www.sec.gov/Archives/edgar/data/106640/000119312514062769/...
Table of Contents
Whirlpool Corporation
Whirlpool Corporation is the world's leading manufacturer and marketer of major home appliances, with annual sales
of approximately $19 bil ion in 2013 and net earnings available to Whirlpool of $827 mil ion in 2013. We are a leading
producer of major home appliances in North America and Latin America and have a significant presence throughout
Europe and India. We manufacture products in 11 countries and markets products in nearly every country around the
world under brand names such as Whirlpool, Maytag, KitchenAid, Jenn-Air, Brastemp, Consul and other major
brand names. Our geographic segments consist of North America, Latin America, EMEA (Europe, Middle East and
Africa) and Asia.
Our principal executive offices are located at 2000 North M-63, Benton Harbor, Michigan 49022-2692 and our
telephone number is (269) 923-5000.

S-1
8 of 46
2/24/2014 9:49 AM

424B5
http://www.sec.gov/Archives/edgar/data/106640/000119312514062769/...
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 and the section entitled "Description of Debt
Securities" in the accompanying prospectus.

Issuer
Whirlpool Corporation.

Notes Offered
$250,000,000 aggregate principal amount of 1.350% senior notes due 2017.

$250,000,000 aggregate principal amount of 2.400% senior notes due 2019.

$300,000,000 aggregate principal amount of 4.000% senior notes due 2024.

Maturity
The 2017 notes wil mature on March 1, 2017.

The 2019 notes wil mature on March 1, 2019.

The 2024 notes wil mature on March 1, 2024.

Interest
The 2017 notes wil bear interest from February 25, 2014 at the rate of 1.350% per
year, payable semi-annual y in arrears.

The 2019 notes wil bear interest from February 25, 2014 at the rate of 2.400% per
year, payable semi-annual y in arrears.

The 2024 notes wil bear interest from February 25, 2014 at the rate of 4.000% per
year, payable semi-annual y in arrears.

Interest Payment Dates
March 1 and September 1 of each year, commencing on September 1, 2014.

Ranking
The notes wil be our senior unsecured obligations, wil rank equal y in right of
payment with all of our existing and future senior unsecured debt and wil rank senior
in right of payment to al of our existing and future subordinated debt. The notes wil
be effectively subordinated to all liabilities of our subsidiaries, including trade
payables. As of December 31, 2013, our subsidiaries had $73 mil ion of
indebtedness. See "Description of Notes" in this prospectus supplement.

Optional Redemption
We may redeem the notes of any or al series of notes at our option, at any time in
whole or from time to time in part, 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 value of the remaining scheduled payments of principal and
interest on the notes being redeemed (not including any portion of such payments
of interest accrued as of the date of redemption), discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Adjusted Treasury Rate (as defined below), plus 10 basis
points, in the case of the 2017 notes, 15 basis points, in the case of the 2019
notes, and 20 basis points, in the case of the 2024 notes;

S-2
9 of 46
2/24/2014 9:49 AM

424B5
http://www.sec.gov/Archives/edgar/data/106640/000119312514062769/...
Table of Contents
plus, in each case, accrued and unpaid interest on the notes being redeemed to, but

excluding, the redemption date.

Offer to Repurchase Upon
If a Change of Control Repurchase Event (as defined under "Description of Notes--
a Change of Control
Certain Definitions") occurs, we wil be required, unless we have exercised our right
Repurchase Event
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 not including, the date of repurchase.

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

· create liens; and

· enter into sale and leaseback transactions.

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 for general corporate
purposes, including the repayment of $100 mil ion aggregate principal amount of our
6.45% Maytag medium-term notes that mature on August 15, 2014 and $500 mil ion
aggregate principal amount of our 8.6% senior notes that mature on May 1, 2014.
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 applicable series of 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) as, and ranking equal y and
ratably with, the notes of a series. Any additional debt securities having such similar
terms, together with the notes of such series, wil constitute a single series of
securities under the indenture.

Denomination and Form
We wil issue the notes in the form of one or more ful y registered global notes
registered in the name of the nominee of The Depository Trust Company, or DTC.
Beneficial interests in the notes wil be represented through book-entry accounts of
financial institutions acting on behalf of beneficial owners as direct and indirect
participants in DTC. Clearstream Banking, société anonyme, Luxembourg
("Clearstream") and Euroclear Bank, S.A./ N.V., as operator of the Euroclear System
("Euroclear"), wil hold interests on behalf of their participants through their respective
U.S. depositaries,

S-3
10 of 46
2/24/2014 9:49 AM