Whirlpool Corporation Notes Due Nine Months or More From the Date of Issue TERMS AGREEMENT
Exhibit 1.2
Whirlpool Corporation
Notes
Due Nine Months or More From the Date of Issue
TERMS AGREEMENT
February 22, 2013
Whirlpool Corporation
2000 North M-63
Benton Harbor, Michigan 49022-2692
Attention: Treasurer
Subject in all respects to the terms and conditions of the Selling Agency Agreement (the “Agreement”), dated February 22, 2013, between the Purchasers and Agents referenced therein and you, the undersigned agrees to purchase the following Notes of Whirlpool Corporation:
| Aggregate Principal Amount: | $500,000,000 | |
| Notes Offered: | $250,000,000 3.700% Notes due 2023 (the “Notes due 2023”) $250,000,000 5.150% Notes due 2043 (the “Notes due 2043”) | |
| Interest Rate: | Notes due 2023: 3.700% per annum Notes due 2043: 5.150% per annum | |
| Date of Maturity: | Notes due 2023: March 1, 2023 Notes due 2043: March 1, 2043 | |
| Interest Payment Dates: | Semi-annually on March 1 and September 1 of each year, commencing September 1, 2013 | |
| Record Dates: | February 15 and August 15 of each year | |
| Change of Control Offer: | Yes | |
| Underwriting Discount: | Notes due 2023: 0.450% of the principal amount Notes due 2043: 0.875% of the principal amount | |
| Price to Public: | Notes due 2023: 99.801% of the principal amount Notes due 2043: 99.636% of the principal amount | |
| Time of Sale: | 1:15 P.M., New York City Time, February 22, 2013 | |
| Date and Time of Settlement: | February 27, 2013, 9:00 AM, New York City Time | |
| Place for Delivery of Notes and Payment Therefor: | Mayer Brown LLP 71 South Wacker Drive Chicago, Illinois 60606 | |
| Method of Payment: | Same-day funds via wire transfer | |
| Modification, if any, in the requirements to deliver the documents specified in Sections 2(b) or 6(b) or other Sections of the Agreement: | None | |
| BNP PARIBAS SECURITIES CORP. | ||
| By: | /s/ Tim McCann | |
| Name: | Tim McCann | |
| Title: | Managing Director | |
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ Brian D. Bednarski | |
| Name: | Brian D. Bednarski | |
| Title: | Managing Director | |
Terms Agreement Signature Page
| Accepted: | ||
| WHIRLPOOL CORPORATION | ||
| By: | /s/ Margaret McLeod | |
| Name: | Margaret McLeod | |
| Title: | Vice President & Treasurer | |
Terms Agreement Signature Page
