Obligation Whirlwind 3.7% ( US963320AT33 ) en USD

Whirlwind

100 % ▲

Etas-Unis

US963320AT33 ( en USD )

3.7% par an ( paiement semestriel )

30/04/2025 - Obligation échue

Prospectus brochure de l'obligation Whirlpool US963320AT33 en USD 3.7%, échue

2 000 USD

350 000 000 USD

963320AT3

BBB ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

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 US963320AT33, paye un coupon de 3.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/04/2025

L'Obligation émise par Whirlwind ( Etas-Unis ) , en USD, avec le code ISIN US963320AT33, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Whirlwind ( Etas-Unis ) , en USD, avec le code ISIN US963320AT33, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
CALCULATION OF REGISTRATION FEE

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

Registered

Per Share

Offering Price
Fee(1)

1.650% Senior Notes due 2017

$300,000,000

99.994%

$299,982,000

$34,857.91

3.700% Senior Notes due 2025

$350,000,000

99.897%

$349,639,500

$40,628.11

Total

$650,000,000

$649,621,500

$75,486.02

(1) Calculatedin accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-181339

PROSPECTUS SUPPLEMENT
(To prospectus dated May 11, 2012)
$650,000,000

$300,000,000 1.650% Senior Notes due 2017
$350,000,000 3.700% Senior Notes due 2025
We are offering $300,000,000 aggregate principal amount of our 1.650% senior notes due 2017 (the "2017 notes") and
$350,000,000 aggregate principal amount of our 3.700% senior notes due 2025 (the "2025 notes" and, together with the 2017 notes, the "notes").
The 2017 notes will mature on November 1, 2017 and the 2025 notes will mature on May 1, 2025. We will pay interest on the notes semi-annually
on each May 1 and November 1, commencing on May 1, 2015. 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 notes, we will be required to offer to repurchase
the notes from holders.
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.
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
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criminal offense.

Per 2017 Note
Total

Per 2025 Note
Total

Total

Public offering price(1)

99.994%
$299,982,000

99.897%
$349,639,500
$649,621,500
Underwriting discount

0.250%
$
750,000

0.450%
$
1,575,000
$
2,325,000
Proceeds, before expenses, to us

99.744%
$299,232,000

99.447%
$348,064,500
$647,296,500

(1)
Plus accrued interest from November 4, 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 November 4, 2014.
Joint Book-Running Managers

Citigroup
J.P. Morgan

Co-Managers

BofA Merrill Lynch
MUFG
Wells Fargo Securities

Deutsche Bank Securities

Santander
Banca IMI

UniCredit Capital Markets
October 30, 2014
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
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-21
Underwriting
S-26
Legal Matters
S-29
Incorporation of Certain Information by Reference
S-29
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
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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. We are not making, nor will we make, an
offer to sell 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. 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.

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Table of Contents
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 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) acquisition and investment-related risk, including risks associated with our acquisitions of Hefei Rongshida Sanyo Electric Co., Ltd and
Indesit Company, S.p.A. ("Indesit"); (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, especially 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 intellectual property rights; (15) the ability of suppliers of critical parts, components and manufacturing equipment to deliver
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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.
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 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
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
Whirlpool Corporation
Whirlpool Corporation is the world's leading manufacturer and marketer of major home appliances, with annual sales of
approximately $19 billion in 2013 and net earnings available to Whirlpool of $827 million 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 market 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
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
$300,000,000 aggregate principal amount of 1.650% senior notes due 2017.

$350,000,000 aggregate principal amount of 3.700% senior notes due 2025.

Maturity
The 2017 notes will mature on November 1, 2017.
The 2025 notes will mature on May 1, 2025.

Interest
The 2017 notes will bear interest from November 4, 2014 at the rate of 1.650% per year,
payable semi-annually in arrears.
The 2025 notes will bear interest from November 4, 2014 at the rate of 3.700% per year,
payable semi-annually in arrears.
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Interest Payment Dates
May 1 and November 1 of each year, commencing on May 1, 2015.

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. The notes will be
effectively subordinated to all liabilities of our subsidiaries, including trade payables. As
of September 30, 2014, our subsidiaries had $99 million of indebtedness. See
"Description of Notes" in this prospectus supplement.

Optional Redemption
We may redeem the notes of any or all 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 15 basis points, in the case of the 2017 notes,
and 25 basis points, in the case of the 2025 notes;

plus, in each case, accrued and unpaid interest on the notes being redeemed to, but

excluding, the redemption date.

S-2
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Offer to Repurchase Upon a Change of Control
If a Change of Control Repurchase Event (as defined under "Description of Notes--
Repurchase Event
Certain 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 not including, the date of repurchase.

Certain Covenants
The indenture 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.

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 the repayment of
commercial paper borrowings which replaced amounts borrowed under our long-term
credit facility to fund the purchase of shares of Indesit. Our U.S. commercial paper
carries a weighted-average interest rate of 0.40% and has various maturity dates, with
the last being December 17, 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 equally and ratably
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with, the notes of a series. Any additional debt securities having such similar terms,
together with the notes of such series, 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, société anonyme, Luxembourg
("Clearstream") and Euroclear Bank, S.A./N.V., as operator of the Euroclear System
("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
denominations of $2,000 and integral multiples of $1,000 in excess thereof.

S-3
Table of Contents
Risk Factors
You should carefully read and consider the information set forth in "Risk Factors"
beginning on page S-4 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, 2013 and Part II, Item 1A of our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2014.

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

Governing Law
New York.

S-4
Table of Contents
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 the accompanying prospectus, 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.
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 will 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, your 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.
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There may be no public trading market for the notes.
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 for the notes fails to develop or be sustained, the trading price and liquidity of the notes
could be adversely affected.
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;

·
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.
Effective subordination of the notes may reduce amounts available for payment of the notes.
While we are not a holding company, we conduct some of our operations through our subsidiaries. As of September 30, 2014, our
subsidiaries had indebtedness of $99 million. Holders of the notes will be effectively

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Table of Contents
subordinated to the indebtedness and other liabilities of our subsidiaries, including trade creditors. In the event of a default by a subsidiary under
any credit arrangement or other indebtedness, its creditors could accelerate such debt, prior to such subsidiary distributing amounts to us that we
could have used to make payments on the notes.
In addition, the notes will be unsecured. As of September 30, 2014, we 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--Restriction 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.
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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.
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 have exercised our right to redeem the notes, subject to certain

S-6
Table of Contents
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 agreement will not allow such
repurchases. See "Description of Notes --Repurchase Upon a Change of Control" for additional information.

S-7
Table of Contents
USE OF PROCEEDS
We expect the net proceeds from the sale of the notes to be approximately $ 647.1 million, after deduction of our offering expenses and
underwriting discounts. We intend to use the net proceeds from the sale of the notes for the repayment of commercial paper borrowings which
replaced amounts borrowed under our long-term credit facility to fund the purchase of shares of Indesit. Our U.S. commercial paper carries a
weighted-average interest rate of 0.40% and has various maturity dates, with the last being December 17, 2014.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges and pro forma ratio of earnings to fixed charges giving effect to this
offering and the use of proceeds as described herein for each of the periods presented. For purposes of determining the ratio of earnings to fixed
charges, "earnings" consist of income (loss) before income taxes before adjustment for fixed charges. "Fixed charges" consist of the portion of
rents representative of the interest factor, interest on indebtedness and amortization of debt financing fees.

Nine
Months
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Ended

September 30,
Year Ended December 31,

2014

2013
2012
2011
2010
2009
Ratio of Earnings to Fixed Charges

5.5
5.0
3.2
0.9(1)
3.1
2.1

(1) Earnings for the year ended December 31, 2011 were inadequate to cover fixed charges. The coverage deficiency was approximately $28 million.

S-8
Table of Contents
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 original principal amount of the 2017 notes will be $300,000,000 and the original principal amount of the 2025 notes will be
$350,000,000.
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 equally and ratably with, the notes of a series. Any additional debt securities having such similar terms,
together with the notes of such series, 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. The notes will be effectively
subordinated to all liabilities of our subsidiaries, including trade payables. As of September 30, 2014, our subsidiaries had $99 million of
indebtedness.
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 2017 notes will mature on November 1, 2017 and the 2025 notes will mature on May 1, 2025.
The 2017 notes will bear interest at the rate of 1.650% per year and the 2025 notes will bear interest at the rate of 3.700 % per year.
Interest on the notes will accrue from November 4, 2014 and be payable semi-annually in arrears on May 1 and November 1 of each year,
commencing May 1, 2015 to the persons in whose names the notes were registered at the close of business on the immediately preceding April 15
and October 15, 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
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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
The notes of any or all series of notes may be redeemed at our option, at any time in whole or from time to time in part. The redemption
price for the notes to be redeemed on any redemption date will be equal to the greater of the following amounts:

·
100% of the principal amount of the notes being redeemed on the redemption date; or

·
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 any payments of interest accrued to the redemption date) 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, as determined by the
Quotation Agent (as defined below), plus 15 basis points, in the case of the 2017 notes, and 25 basis points, in the case of the 2025
notes;
plus, in each case, accrued and unpaid interest on the notes being redeemed to, but not including, 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 notice of any redemption at least 30 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, 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 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
securities of any series are to be redeemed, the securities 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.
The notes will not be entitled to the benefit of any mandatory redemption or sinking fund.
Offer to Repurchase Upon a Change of Control Repurchase Event
If a Change of Control Repurchase Event occurs, unless we have exercised our right to redeem the notes as described above, holders of
notes will have the right to require us to repurchase all or any part (in integral multiples of $1,000) of their notes pursuant to the offer described
below (the "Change of Control Offer"). In the Change of Control Offer, we will be required to offer payment in cash equal to 101% of the
aggregate principal amount of notes repurchased plus accrued and unpaid interest, if any, on the notes repurchased, to the date of

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