Free Writing Prospectus Filed Pursuant to Rule 433
Registration No. 333-181339
Supplementing the Preliminary Prospectus Supplement dated
October 30, 2014 (To Prospectus dated May 11, 2012)
$650,000,000
$300,000,000 1.650% Notes due 2017
$350,000,000 3.700% Notes due 2025
Pricing Term Sheet
October 30, 2014
| Issuer: | Whirlpool Corporation | |||
| Ratings:* | Moody’s: Baa2 (stable outlook) Standard & Poor’s: BBB (stable outlook) Fitch: BBB (stable outlook) | |||
| Trade Date: | October 30, 2014 | |||
| Settlement Date: | November 4, 2014 | |||
| Joint Book-Running Managers: | Citigroup Global Markets Inc. J.P. Morgan Securities LLC | |||
| Co-Managers: | Merrill Lynch, Pierce Fenner & Smith Incorporated Mitsubishi UFJ Securities (USA), Inc. Wells Fargo Securities, LLC Banca IMI S.p.A. Deutsche Bank Securities Inc. Santander Investment Securities Inc. UniCredit Capital Markets LLC | |||
| Title: | 2017 Notes | 2025 Notes | ||
| Principal Amount: | $300,000,000 | $350,000,000 | ||
| Maturity Date: | November 1, 2017 | May 1, 2025 | ||
| Coupon (Interest Rate): | 1.650% | 3.700% | ||
| Interest Payment Dates: | May 1 and November 1, commencing May 1, 2015 | May 1 and November 1, commencing May 1, 2015 | ||
| Benchmark Treasury: | UST 0.875% due October 15, 2017 | UST 2.375% due August 15, 2024 | ||
| Benchmark Treasury Price and Yield: | 99-29+; 0.902% | 100-17+; 2.312% | ||
| Spread to Benchmark Treasury: | +75 basis points | +140 basis points | ||
| Yield to Maturity: | 1.652% | 3.712% | ||
| Price to Public: | 99.994% | 99.897% | ||
| Make-Whole Redemption Provision: | 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 25 basis points | ||
| CUSIP: | 963320AS5 | 963320AT3 | ||
| ISIN: | US963320AS59 | US963320AT33 | ||
* 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 Citigroup Global Markets Inc. toll-free at (800) 831-9146 or by calling J.P. Morgan Securities LLC collect at (212) 834-4533.