Supplementing the Preliminary Prospectus Supplement dated
February 20, 2013 (To Prospectus dated May 11, 2012)
Free Writing Prospectus Filed Pursuant to Rule 433
Registration No. 333-181339
$800,000,000
$250,000,000 1.350% Notes due 2017
$250,000,000 2.400% Notes due 2019
$300,000,000 4.000% Notes due 2024
Pricing Term Sheet
February 20, 2014
| Issuer: |
Whirlpool Corporation | |||||||||
| Ratings:* | Moody’s: Baa2 (stable outlook) Standard & Poor’s: BBB (stable outlook) Fitch: BBB (stable outlook) |
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| Trade Date: | February 20, 2014 | |||||||||
| Settlement Date: | February 25, 2014 | |||||||||
| Joint Book-Running Managers: |
J.P. Morgan Securities LLC RBS Securities Inc. BNP Paribas Securities Corp. Citigroup Global Markets Inc. |
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| Co-Managers: | ING Financial Markets LLC Mitsubishi UFJ Securities (USA), Inc. Merrill Lynch, Pierce Fenner & Smith Incorporated Wells Fargo Securities, LLC |
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| Title: | 2017 Notes |
2019 Notes |
2024 Notes | |||
| Principal Amount: | $250,000,000 | $250,000,000 | $300,000,000 | |||
| Maturity Date: | March 1, 2017 | March 1, 2019 | March 1, 2024 | |||
| Coupon (Interest Rate): | 1.350% | 2.400% | 4.000% | |||
| Interest Payment Dates: | March 1 and September 1, commencing September 1, 2014 | March 1 and September 1, commencing September 1, 2014 | March 1 and September 1, commencing September 1, 2014 | |||
| Benchmark Treasury: | UST 0.625% due February 15, 2017 | UST 1.500% due January 31, 2019 | UST 2.75% due February 15, 2024 | |||
| Benchmark Treasury Price and Yield: | 99-23 1/4; 0.718% | 99-24 3/4; 1.548% | 99-28+; 2.763% | |||
| Spread to Benchmark Treasury: | +65 basis points | +90 basis points | +125 basis points | |||
| Yield to Maturity: | 1.368% | 2.448% | 4.013% | |||
| Price to Public: | 99.947% | 99.774% | 99.893% | |||
| Make-Whole Redemption Provision: | At any time at a discount rate of the Treasury Rate plus 10 basis points | At any time at a discount rate of the Treasury Rate plus 15 basis points | At any time at a discount rate of the Treasury Rate plus 20 basis points | |||
| CUSIP: | 963320 AP1 | 963320 AQ9 | 963320 AR7 | |||
| ISIN: | US963320AP11 | US963320AQ93 | US963320AR76 |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities Inc. collect at (212) 834-4553 or by calling RBS Securities Inc. toll-free at (866) 884-2071.