Filed Pursuant to Rule 433
Registration No. 333-179613
June 10, 2014
Free Writing Prospectus
To Prospectus dated February 22, 2012
and Preliminary Prospectus Supplement
Dated June 10, 2014
$1,700,000,000
Johnson Controls, Inc.
$300,000,000 1.400% Senior Notes due 2017
$500,000,000 3.625% Senior Notes due 2024
$450,000,000 4.625% Senior Notes due 2044
$450,000,000 4.950% Senior Notes due 2064
Pricing Term Sheet
June 10, 2014
| Issuer: | Johnson Controls, Inc. | |||||||
| Trade Date: | June 10, 2014 | |||||||
| Settlement Date: | June 13, 2014 (T+3) | |||||||
| Ratings*: | Baa2 (Stable) – Moody’s Investors Service Inc. BBB+ (Stable) – Standard & Poor’s Ratings Services | |||||||
| Joint Book-Running Managers: | Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated Barclays Capital Inc. Citigroup Global Markets Inc. Wells Fargo Securities, LLC | |||||||
| Co-Managers: | ING Financial Markets LLC J.P. Morgan Securities LLC Mitsubishi UFJ Securities (USA), Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc. Banca IMI S.p.A. Commerz Markets LLC Credit Agricole Securities (USA) Inc. Danske Markets Inc. ICBC International Securities Limited Morgan Stanley & Co. LLC RBS Securities Inc. Standard Chartered Bank UniCredit Capital Markets LLC | |||||||
| Title: | 2017 Notes | 2024 Notes | 2044 Notes | 2064 Notes | ||||
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| Aggregate Principal Amount Offered: | $300,000,000 | $500,000,000 | $450,000,000 | $450,000,000 | ||||
| Maturity: | November 2, 2017 | July 2, 2024 | July 2, 2044 | July 2, 2064 | ||||
| Interest Rate: | 1.400% per year | 3.625% per year | 4.625% per year | 4.950% per year | ||||
| Benchmark Treasury: | UST 0.875% due May 15, 2017 | UST 2.500% due May 15, 2024 | UST 3.625% due February 15, 2044 | UST 3.625% due February 15, 2044 | ||||
| Spread to Benchmark Treasury: | + 55 basis points | +100 basis points | +120 basis points | + 150 basis points | ||||
| Benchmark Treasury Price and Yield: | 99-30 3/4 ; 0.889% | 98-27+; 2.631% | 103-01; 3.461% | 103-01; 3.461% | ||||
| Yield to Maturity: | 1.439% | 3.631% | 4.661% | 4.961% | ||||
| Price to Public: | 99.872% | 99.948% | 99.418% | 99.794% | ||||
| Interest Payment Dates: | Semiannually in arrears on May 2 and November 2 of each year, commencing November 2, 2014 | Semiannually in arrears on January 2 and July 2 of each year, commencing January 2, 2015 | Semiannually in arrears on January 2 and July 2 of each year, commencing January 2, 2015 | Semiannually in arrears on January 2 and July 2 of each year, commencing January 2, 2015 | ||||
| Optional Redemption: | Callable at the greater of par or the make-whole (T+10 basis points) | Prior to April 2, 2024, callable at the greater of par or the make-whole (T+15 basis points) | Prior to January 2, 2044, callable at the greater of par or the make-whole (T+20 basis points) | Prior to January 2, 2064, callable at the greater of par or the make-whole (T+25 basis points) | ||||
| Par Call: | — | On or after April 2, 2024 | On or after January 2, 2044 | On or after January 2, 2064 | ||||
| Special Mandatory Redemption: | The issuer shall redeem the 2017 Notes if the acquisition of Air Distribution Technologies is not consummated on or prior to December 31, 2014 or the acquisition agreement is terminated at any time prior thereto other than in connection with the consummation of the acquisition and is not otherwise amended or replaced, at 101% of the aggregate principal amount | The issuer shall redeem the 2024 Notes if the acquisition of Air Distribution Technologies is not consummated on or prior to December 31, 2014 or the acquisition agreement is terminated at any time prior thereto other than in connection with the consummation of the acquisition and is not otherwise amended or replaced, at 101% of the aggregate principal amount | The issuer shall redeem the 2044 Notes if the acquisition of Air Distribution Technologies is not consummated on or prior to December 31, 2014 or the acquisition agreement is terminated at any time prior thereto other than in connection with the consummation of the acquisition and is not otherwise amended or replaced, at 101% of the aggregate principal amount | The issuer shall redeem the 2064 Notes if the acquisition of Air Distribution Technologies is not consummated on or prior to December 31, 2014 or the acquisition agreement is terminated at any time prior thereto other than in connection with the consummation of the acquisition and is not otherwise amended or replaced, at 101% of the aggregate principal amount | ||||
| Tax Event Redemption: | — | — | — | Callable at par within 90 days of a “tax event” | ||||
| CUSIP/ISIN: | 478373 AB9 / US478373AB95 | 478373 AC7 / US478373AC78 | 478373 AD5 / US478373AD51 | 478373 AE3 / US478373AE35 | ||||
* 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 Goldman, Sachs & Co. toll-free at (866) 471-2526 or calling or e-mailing Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at (800) 294-1322 or dg.prospectus_distribution@baml.com.