Filed Pursuant to Rule 433
Registration No. 333-157502
November 29, 2011
To Prospectus dated February 23, 2009
and Preliminary Prospectus Supplement
Dated November 29, 2011
$1,100,000,000
Johnson Controls, Inc.
$400,000,000 2.600% Senior Notes due 2016
$450,000,000 3.750% Senior Notes due 2021
$250,000,000 5.250% Senior Notes due 2041
Pricing Term Sheet
November 29, 2011
2.600% Senior Notes due 2016
| Issuer: |
Johnson Controls, Inc. | |
| Title: |
2.600% Senior Notes due 2016 | |
| Aggregate Principal Amount Offered: |
$400,000,000 aggregate principal amount | |
| Maturity: |
December 1, 2016 | |
| Interest Rate: |
2.600% per year | |
| Benchmark Treasury: |
0.875% due November 30, 2016 | |
| Spread to Benchmark Treasury: |
+168 bps | |
| Benchmark Treasury Price and Yield: |
99-23 1/4; 0.931% | |
| Yield to Maturity: |
2.611% | |
| Price to Public: |
99.949% | |
| Interest Payment Dates: |
Semiannually in arrears on June 1 and December 1 of each year, commencing June 1, 2012 | |
| Make-Whole Call: |
UST + 25 bps | |
| CUSIP/ISIN: |
478366 AZ0/ US478366AZ05 | |
| Denominations: |
$2,000 and integral multiples of $1,000 in excess thereof | |
| Trade Date: |
November 29, 2011 | |
| Settlement Date: |
December 2, 2011 (T+3) | |
| Day Count Convention: |
30/360 | |
| Joint Book-Running Managers: |
Barclays Capital Inc. Citigroup Global Markets Inc. Banca IMI S.p.A. Credit Agricole Securities (USA) Inc. J.P. Morgan Securities LLC | |
| Co-Managers: |
Commerz Markets LLC ING Financial Markets LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated U.S. Bancorp Investments, Inc. Mitsubishi UFJ Securities (USA), Inc. Standard Chartered Bank UniCredit Capital Markets, LLC TD Securities (USA) LLC Wells Fargo Securities, LLC Danske Markets Inc. Deutsche Bank Securities Inc. RBS Securities Inc. | |
| Rating*: |
Baa1 (Stable) — Moody’s Investors Service Inc. BBB+ (Stable) — Standard & Poor’s Ratings Services | |
3.750% Senior Notes due 2021
| Issuer: |
Johnson Controls, Inc. | |
| Title: |
3.750% Senior Notes due 2021 | |
| Aggregate Principal Amount Offered: |
$450,000,000 aggregate principal amount | |
| Maturity: |
December 1, 2021 | |
| Interest Rate: |
3.750% per year | |
| Benchmark Treasury: |
2.000% due November 15, 2021 | |
| Spread to Benchmark Treasury: |
+183 bps | |
| Benchmark Treasury Price and Yield: |
99-31; 2.003% | |
| Yield to Maturity: |
3.833% | |
| Price to Public: |
99.316% | |
| Interest Payment Dates: |
Semiannually in arrears on June 1 and December 1 of each year, commencing June 1, 2012 | |
| Make-Whole Call: |
UST + 25 bps (prior to September 1, 2021) | |
| Par Call: |
On or after September 1, 2021 | |
| CUSIP/ISIN: |
478366 BA4/ US478366BA45 | |
| Denominations: |
$2,000 and integral multiples of $1,000 in excess thereof | |
| Trade Date: |
November 29, 2011 | |
| Settlement Date: |
December 2, 2011 (T+3) | |
| Day Count Convention: |
30/360 | |
| Joint Book-Running Managers: |
Barclays Capital Inc. Citigroup Global Markets Inc. Banca IMI S.p.A. Credit Agricole Securities (USA) Inc. J.P. Morgan Securities LLC | |
| Co-Managers: |
Commerz Markets LLC ING Financial Markets LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated U.S. Bancorp Investments, Inc. Mitsubishi UFJ Securities (USA), Inc. Standard Chartered Bank UniCredit Capital Markets, LLC TD Securities (USA) LLC Wells Fargo Securities, LLC Danske Markets Inc. Deutsche Bank Securities Inc. RBS Securities Inc. | |
| Rating*: |
Baa1 (Stable) — Moody’s Investors Service Inc. BBB+ (Stable) — Standard & Poor’s Ratings Services | |
5.250% Senior Notes due 2041
| Issuer: |
Johnson Controls, Inc. | |
| Title: |
5.250% Senior Notes due 2041 | |
| Aggregate Principal Amount Offered: |
$250,000,000 aggregate principal amount | |
| Maturity: |
December 1, 2041 | |
| Interest Rate: |
5.250% per year | |
| Benchmark Treasury: |
3.750% due August 15, 2041 | |
| Spread to Benchmark Treasury: |
+230 bps | |
| Benchmark Treasury Price and Yield: |
115-20+; 2.955% | |
| Yield to Maturity: |
5.255% | |
| Price to Public: |
99.925% | |
| Interest Payment Dates: |
Semiannually in arrears on June 1 and December 1 of each year, commencing June 1, 2012 | |
| Make-Whole Call: |
UST + 35 bps (prior to June 1, 2041) | |
| Par Call: |
On or after June 1, 2041 | |
| CUSIP/ISIN: |
478366 BB2 / US478366BB28 | |
| Denominations: |
$2,000 and integral multiples of $1,000 in excess thereof | |
| Trade Date: |
November 29, 2011 | |
| Settlement Date: |
December 2, 2011 (T+3) | |
| Day Count Convention: |
30/360 | |
| Joint Book-Running Managers: |
Barclays Capital Inc. Citigroup Global Markets Inc. Banca IMI S.p.A. Credit Agricole Securities (USA) Inc. J.P. Morgan Securities LLC | |
| Co-Managers: |
Commerz Markets LLC ING Financial Markets LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated U.S. Bancorp Investments, Inc. Mitsubishi UFJ Securities (USA), Inc. Standard Chartered Bank UniCredit Capital Markets, LLC TD Securities (USA) LLC Wells Fargo Securities, LLC Danske Markets Inc. Deutsche Bank Securities Inc. RBS Securities Inc. | |
| Rating*: |
Baa1 (Stable) — Moody’s Investors Service Inc. BBB+ (Stable) — Standard & Poor’s Ratings Services | |
* 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 Barclays Capital Inc. toll free at 1-888-603-5847 or Citigroup Global Markets Inc. toll free at 1-877-858-5407.