e10vq
Table of Contents

 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2010
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number: 1-5097
JOHNSON CONTROLS, INC.
(Exact name of registrant as specified in its charter)
     
Wisconsin   39-0380010
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification No.)
     
5757 North Green Bay Avenue    
Milwaukee, Wisconsin   53209
(Address of principal executive offices)   (Zip Code)
(414) 524-1200
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ    No o
     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o    No þ
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer þ   Accelerated filer o   Non-accelerated filer o   Smaller reporting company o
        (Do not check if a smaller reporting company)    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No þ
     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
     
Class   Shares Outstanding at June 30, 2010
Common Stock: $0.01 7/18 par value per share   673,311,804
 
 

 


 

JOHNSON CONTROLS, INC
FORM 10-Q
Report Index
         
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 EX-10.Y
 EX-15
 EX-31.1
 EX-31.2
 EX-32

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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Johnson Controls, Inc.
Condensed Consolidated Statements of Financial Position
(in millions; unaudited)
                         
    June 30,     September 30,     June 30,  
    2010     2009     2009  
Assets
                       
 
                       
Cash and cash equivalents
  $ 908     $ 761     $ 543  
Accounts receivable — net
    5,452       5,528       4,910  
Inventories
    1,644       1,521       1,561  
Other current assets
    2,114       2,016       1,725  
 
                 
Current assets
    10,118       9,826       8,739  
 
                 
 
                       
Property, plant and equipment — net
    3,706       3,986       3,969  
Goodwill
    6,217       6,542       6,420  
Other intangible assets — net
    695       746       745  
Investments in partially-owned affiliates
    766       718       713  
Other noncurrent assets
    2,584       2,270       1,880  
 
                 
Total assets
  $ 24,086     $ 24,088     $ 22,466  
 
                 
 
                       
Liabilities and Equity
                       
 
                       
Short-term debt
  $ 73     $ 658     $ 605  
Current portion of long-term debt
    654       140       172  
Accounts payable
    4,874       4,434       3,741  
Accrued compensation and benefits
    1,054       872       892  
Other current liabilities
    2,377       2,612       2,533  
 
                 
Current liabilities
    9,032       8,716       7,943  
 
                 
 
                       
Long-term debt
    2,638       3,168       4,001  
Postretirement health and other benefits
    206       255       217  
Other noncurrent liabilities
    2,565       2,610       1,876  
 
                 
Long-term liabilities
    5,409       6,033       6,094  
 
                 
 
                       
Commitments and contingencies (Note 19)
                       
 
                       
Redeemable noncontrolling interests
    163       155       168  
 
                       
Shareholders’ equity attributable to Johnson Controls, Inc.
    9,395       9,100       8,178  
Noncontrolling interests
    87       84       83  
 
                 
Total equity
    9,482       9,184       8,261  
 
                 
Total liabilities and equity
  $ 24,086     $ 24,088     $ 22,466  
 
                 
The accompanying notes are an integral part of the financial statements.

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Johnson Controls, Inc.
Consolidated Statements of Income
(in millions, except per share data; unaudited)
                                 
    Three Months Ended     Nine Months Ended  
    June 30,     June 30,  
    2010     2009     2010     2009  
Net sales
                               
Products and systems*
  $ 6,798     $ 5,304     $ 20,116     $ 15,668  
Services*
    1,742       1,675       5,149       4,962  
 
                       
 
    8,540       6,979       25,265       20,630  
Cost of sales
                               
Products and systems
    5,783       4,608       17,254       14,243  
Services
    1,418       1,332       4,213       3,981  
 
                       
 
    7,201       5,940       21,467       18,224  
 
                       
 
                               
Gross profit
    1,339       1,039       3,798       2,406  
 
                               
Selling, general and administrative expenses
    (895 )     (787 )     (2,625 )     (2,449 )
Restructuring costs
                      (230 )
Net financing charges
    (39 )     (65 )     (117 )     (167 )
Equity income (loss)
    52       30       156       (104 )
 
                       
 
                               
Income (loss) before income taxes
    457       217       1,212       (544 )
 
                               
Provision for income taxes
    31       50       123       109  
 
                       
 
                               
Net income (loss)
    426       167       1,089       (653 )
 
                               
Income (loss) attributable to noncontrolling interests
    8       4       47       (15 )
 
                       
 
                               
Net income (loss) attributable to Johnson Controls, Inc.
  $ 418     $ 163     $ 1,042     $ (638 )
 
                       
 
                               
Earnings (loss) per share
                               
Basic
  $ 0.62     $ 0.27     $ 1.55     $ (1.07 )
Diluted
  $ 0.61     $ 0.26     $ 1.53     $ (1.07 )
 
*   Products and systems consist of automotive experience and power solutions products and systems and building efficiency installed systems. Services are building efficiency technical and global workplace solutions.
The accompanying notes are an integral part of the financial statements.

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Johnson Controls, Inc.
Condensed Consolidated Statements of Cash Flows
(in millions; unaudited)
                                 
    Three Months Ended     Nine Months Ended  
    June 30,     June 30,  
    2010     2009     2010     2009  
Operating Activities
                               
Net income (loss) attributable to Johnson Controls, Inc.
  $ 418     $ 163     $ 1,042     $ (638 )
Income (loss) attributable to noncontrolling interests
    8       4       47       (15 )
 
                       
Net income (loss)
    426       167       1,089       (653 )
 
                               
Adjustments to reconcile net income (loss) to cash provided by operating activities:
                               
Depreciation
    158       172       492       535  
Amortization of intangibles
    10       8       32       26  
Equity in earnings of partially-owned affiliates, net of dividends received
    6       (4 )     (38 )     207  
Deferred income taxes
    (51 )     (20 )     (95 )     202  
Impairment charges
    11             30       156  
Equity-based compensation
    8       19       37       47  
Other
    9       28       42       42  
Changes in working capital, excluding acquisitions:
                               
Accounts receivable
    (182 )     (27 )     (218 )     1,297  
Inventories
    (111 )     135       (208 )     476  
Other current assets
    (58 )     (6 )     (169 )     (13 )
Restructuring reserves
    (32 )     (53 )     (156 )     (22 )
Accounts payable and accrued liabilities
    219       87       595       (1,666 )
Accrued income taxes
    14       (12 )     15       (275 )
 
                       
Cash provided by operating activities
    427       494       1,448       359  
 
                       
 
                               
Investing Activities
                               
Capital expenditures
    (215 )     (103 )     (526 )     (529 )
Sale of property, plant and equipment
    10       5       34       8  
Acquisition of businesses, net of cash acquired
    (17 )           (32 )     (32 )
Recoverable customer engineering expenditures
    (18 )     (20 )     (56 )     (68 )
Settlement of cross-currency interest rate swaps
                      31  
Changes in long-term investments
    (45 )     (21 )     (75 )     (84 )
 
                       
Cash used by investing activities
    (285 )     (139 )     (655 )     (674 )
 
                       
 
                               
Financing Activities
                               
Increase (decrease) in short-term debt — net
    10       (23 )     (569 )     164  
Increase in long-term debt
    6       2       519       880  
Repayment of long-term debt
    (21 )     (9 )     (524 )     (340 )
Payment of cash dividends
    (87 )     (77 )     (251 )     (231 )
Proceeds from the exercise of stock options
    12       2       44       3  
Other
    76       (18 )     135       (2 )
 
                       
Cash provided (used) by financing activities
    (4 )     (123 )     (646 )     474  
 
                       
 
                               
Increase in cash and cash equivalents
  $ 138     $ 232     $ 147     $ 159  
 
                       
The accompanying notes are an integral part of the financial statements.

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Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
1.   Financial Statements
    In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) have been condensed or omitted pursuant to the rules and regulations of the United States Securities and Exchange Commission (SEC). These condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Johnson Controls, Inc. (the “Company”) Annual Report on Form 10-K for the year ended September 30, 2009. The results of operations for the three and nine month periods ended June 30, 2010 are not necessarily indicative of results for the Company’s 2010 fiscal year because of seasonal and other factors.
 
    The consolidated financial statements include the accounts of Johnson Controls, Inc. and its domestic and non-U.S. subsidiaries that are consolidated in conformity with U.S. GAAP. All significant intercompany transactions have been eliminated. Investments in partially-owned affiliates are accounted for by the equity method when the Company’s interest exceeds 20% and the Company does not have a controlling interest.
 
    Certain prior year amounts have been revised to conform to the current year’s presentation. Redeemable noncontrolling interests are classified as mezzanine equity (temporary equity) in the condensed consolidated statements of financial position. Refer to Note 14, “Equity and Noncontrolling Interests,” to the financial statements for further information.
 
    The financial results for the nine month period ended June 30, 2009 include an out of period adjustment of $62 million made in the first and second quarters of fiscal 2009 to correct an error related to the power solutions segment. The correction of the error, which reduces segment income, primarily originated in fiscal 2007 and 2008 and resulted in the overstatement of inventory and understatement of cost of sales in prior periods. The Company determined that the impact of the error on the originating periods was immaterial, and accordingly a restatement of prior period amounts was not considered necessary. The Company also determined the impact of correcting the error in fiscal 2009 was not material.
 
    Under certain criteria as provided for in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 810, “Consolidation,” the Company may consolidate a partially-owned affiliate when it has less than a 50% ownership. In order to determine whether to consolidate a partially-owned affiliate when the Company has less than a 50% ownership, the Company first determines if the entity is a variable interest entity (VIE). An entity is considered to be a VIE if it has one of the following characteristics: 1) the entity is thinly capitalized; 2) residual equity holders do not control the entity; 3) equity holders are shielded from economic losses or do not participate fully in the entity’s residual economics; or 4) the entity was established with non-substantive voting. If the entity meets one of these characteristics, the Company then determines if it is the primary beneficiary of the VIE. The party exposed to the majority of the risks and rewards associated with the VIE is the VIE’s primary beneficiary and must consolidate the entity.
    Based upon the criteria set forth in ASC 810, the Company has determined that for the reporting periods ended June 30, 2010, September 30, 2009 and June 30, 2009 it was the primary beneficiary in two VIE’s in which it holds less than 50% ownership as the Company funds the entities’ short-term liquidity needs. Both entities are consolidated within the automotive experience North America segment. The Company did not have a significant variable interest in any unconsolidated VIE’s for the presented reporting periods. The carrying amounts and classification of assets and liabilities included in the Company’s consolidated statements of financial position for consolidated VIE’s are as follows (in millions):

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Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
                         
    June 30,     September 30,     June 30,  
    2010     2009     2009  
Current assets
  $ 187     $ 146     $ 116  
Noncurrent assets
    72       101       106  
 
                 
Total assets
  $ 259     $ 247     $ 222  
 
                 
 
                       
Current liabilities
  $ 165     $ 103     $ 76  
Noncurrent liabilities
                 
 
                 
Total liabilities
  $ 165     $ 103     $ 76  
 
                 
2.   New Accounting Standards
    In December 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-17, “Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities.” ASU No. 2009-17 changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. This statement is effective for the Company beginning in the first quarter of fiscal 2011 (October 1, 2010). The Company is assessing the potential impact that the adoption of ASU No. 2009-17 will have on its consolidated financial condition and results of operations.
 
    In October 2009, the FASB issued ASU No. 2009-13, “Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements – a consensus of the FASB Emerging Issues Task Force.” ASU No. 2009-13 establishes the accounting and reporting guidance for arrangements under which a vendor will perform multiple revenue-generating activities. Specifically, this ASU addresses how to separate deliverables and how to measure and allocate arrangement consideration to one or more units of accounting. This guidance will be effective for the Company beginning in the first quarter of fiscal 2011 (October 1, 2010) and, when adopted, will change the Company’s accounting treatment for multiple-element revenue arrangements on a prospective basis. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial condition and results of operations.
 
    In December 2008, the FASB issued guidance on an employer’s disclosures about plan assets of a defined benefit pension plan. The guidance requires enhanced transparency surrounding the types of plan assets and associated risks, as well as disclosure of information about fair value measurements of plan assets. This guidance is included in ASC 715, “Compensation – Retirement Benefits,” and is effective for the Company for the fiscal year ending September 30, 2010. The adoption of this guidance will have no impact on the Company’s consolidated financial condition and results of operations.
 
    In December 2007, the FASB issued guidance changing the accounting for business combinations in a number of areas including the treatment of contingent consideration, preacquisition contingencies, transaction costs, in-process research and development and restructuring costs. In addition, under this guidance changes in an acquired entity’s deferred tax assets and uncertain tax positions after the measurement period will impact income tax expense. This guidance is included in ASC 805, “Business Combinations,” and was adopted by the Company in the first quarter of fiscal 2010 (October 1, 2009). This guidance changes the Company’s accounting treatment for business combinations on a prospective basis.
 
    In December 2007, the FASB issued guidance changing the accounting and reporting for minority interests, which are recharacterized as noncontrolling interests and classified as a component of equity. This new consolidation method changes the accounting for transactions with minority interest holders. This guidance is included in ASC 810, “Consolidation,” and was adopted by the Company in the first quarter of fiscal 2010 (October 1, 2009). The adoption of this guidance did not have a material impact on the Company’s consolidated financial condition and

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Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
    results of operations. Refer to Note 14, “Equity and Noncontrolling Interests,” to the financial statements for further discussion.
 
    In September 2006, the FASB issued guidance that defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This guidance also establishes a fair value hierarchy that prioritizes information used in developing assumptions when pricing an asset or liability. This guidance is included in ASC 820, “Fair Value Measurements and Disclosures.” The Company adopted this guidance effective October 1, 2008. In February 2008, the FASB delayed the effective date of this guidance for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed in the financial statements on a nonrecurring basis to fiscal years beginning after November 15, 2008. The provisions of this guidance for nonfinancial assets and nonfinancial liabilities were effective for the Company in the first quarter of fiscal 2010 (October 1, 2009) and will be applied prospectively to fair value assessments such as the Company’s long-lived asset impairment analyses. Refer to Note 17, “Impairment of Long-Lived Assets,” to the financial statements for further discussion.
3.   Acquisition of Businesses
    In the first nine months of fiscal 2010, the Company completed three acquisitions for a combined purchase price of $35 million, of which $32 million was paid as of June 30, 2010. The acquisitions in the aggregate were not material to the Company’s consolidated financial statements. In connection with the acquisitions, the Company recorded goodwill of $5 million. The purchase price allocation may be subsequently adjusted to reflect final valuation studies.
 
    In the first nine months of fiscal 2009, the Company completed two acquisitions for a combined purchase price of $37 million, of which $32 million was paid as of June 30, 2009. Neither of the acquisitions was material to the Company’s consolidated financial statements. In connection with these acquisitions, the Company recorded goodwill of $24 million.
4.   Percentage-of-Completion Contracts
    The building efficiency business records certain long-term contracts under the percentage-of-completion method of accounting. Under this method, sales and gross profit are recognized as work is performed based on the relationship between actual costs incurred and total estimated costs at completion. The Company records costs and earnings in excess of billings on uncompleted contracts within accounts receivable – net and billings in excess of costs and earnings on uncompleted contracts within other current liabilities in the condensed consolidated statements of financial position. Amounts included within accounts receivable – net related to these contracts were $614 million, $579 million and $522 million at June 30, 2010, September 30, 2009, and June 30, 2009, respectively. Amounts included within other current liabilities were $610 million, $601 million and $610 million at June 30, 2010, September 30, 2009, and June 30, 2009, respectively.
5.   Inventories
    Inventories consisted of the following (in millions):
                         
    June 30,     September 30,     June 30,  
    2010     2009     2009  
Raw materials and supplies
  $ 787     $ 712     $ 711  
Work-in-process
    254       225       213  
Finished goods
    693       674       721  
 
                 
FIFO inventories
    1,734       1,611       1,645  
LIFO reserve
    (90 )     (90 )     (84 )
 
                 
Inventories
  $ 1,644     $ 1,521     $ 1,561  
 
                 

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Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
6.   Goodwill and Other Intangible Assets
    The changes in the carrying amount of goodwill in each of the Company’s reporting segments for the three month period ended September 30, 2009 and the nine month period ended June 30, 2010 were as follows (in millions):
                                 
                    Currency        
    June 30,     Business     Translation and     September 30,  
    2009     Acquisitions     Other     2009  
Building efficiency
                               
North America systems
  $ 515     $     $ 10     $ 525  
North America service
    658             10       668  
North America unitary products
    483             7       490  
Global workplace solutions
    173             1       174  
Europe
    419             (11 )     408  
Rest of world
    549             38       587  
Automotive experience
                               
North America
    1,378             (2 )     1,376  
Europe
    1,173       2       36       1,211  
Asia
    204             19       223  
Power solutions
    868             12       880  
 
                       
Total
  $ 6,420     $ 2     $ 120     $ 6,542  
 
                       
                                 
                    Currency        
    September 30,     Business     Translation and     June 30,  
    2009     Acquisitions     Other     2010  
Building efficiency
                               
North America systems
  $ 525     $     $ 1     $ 526  
North America service
    668       4             672  
North America unitary products
    490                   490  
Global workplace solutions
    174             (5 )     169  
Europe
    408             (69 )     339  
Rest of world
    587             (13 )     574  
Automotive experience
                               
North America
    1,376             1       1,377  
Europe
    1,211       1       (190 )     1,022  
Asia
    223             (5 )     218  
Power solutions
    880             (50 )     830  
 
                       
Total
  $ 6,542     $ 5     $ (330 )   $ 6,217  
 
                       

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Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
 
 
 
 
 
    The Company’s other intangible assets, primarily from business acquisitions, are valued based on independent appraisals and consisted of (in millions):
                                                                         
    June 30, 2010   September 30, 2009   June 30, 2009
    Gross                   Gross                   Gross        
    Carrying   Accumulated           Carrying   Accumulated           Carrying   Accumulated    
    Amount   Amortization   Net   Amount   Amortization   Net   Amount   Amortization   Net
Amortized intangible assets
                                                                       
Patented technology
  $ 266     $ (180 )   $ 86     $ 308     $ (190 )   $ 118     $ 303     $ (181 )   $ 122  
Customer relationships
    344       (64 )     280       345       (56 )     289       343       (51 )     292  
Miscellaneous
    63       (28 )     35       67       (25 )     42       59       (25 )     34  
             
Total amortized intangible assets
    673       (272 )     401       720       (271 )     449       705       (257 )     448  
Unamortized intangible assets
                                                                       
Trademarks
    294             294       297             297       297             297  
             
Total intangible assets
  $ 967     $ (272 )   $ 695     $ 1,017     $ (271 )   $ 746     $ 1,002     $ (257 )   $ 745  
             
    Amortization of other intangible assets for the three month periods ended June 30, 2010 and 2009 was $10 million and $8 million, respectively. Amortization of other intangible assets for the nine month periods ended June 30, 2010 and 2009 was $32 million and $26 million, respectively. Excluding the impact of any future acquisitions, the Company anticipates amortization for fiscal 2011, 2012, 2013, 2014 and 2015 will be approximately $39 million, $32 million, $27 million, $25 million and $23 million, respectively.
7.   Product Warranties
    The Company offers warranties to its customers depending upon the specific product and terms of the customer purchase agreement. A typical warranty program requires that the Company replace defective products within a specified time period from the date of sale. The Company records an estimate for future warranty-related costs based on actual historical return rates and other known factors. Based on analysis of return rates and other factors, the adequacy of the Company’s warranty provisions are adjusted as necessary. While the Company’s warranty costs have historically been within its calculated estimates, the Company monitors its warranty activity and adjusts its reserve estimates when it is probable that future warranty costs will be different than those estimates. During the fourth quarter of fiscal 2009, the building efficiency North America unitary products segment increased its warranty reserve by $29 million as a result of the Company’s periodic warranty review process and analysis of return rates.
 
    The Company’s product warranty liability is recorded in the condensed consolidated statement of financial position in other current liabilities if the warranty is less than one year and in other noncurrent liabilities if the warranty extends longer than one year.

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Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
    The changes in the carrying amount of the Company’s total product warranty liability for the nine months ended June 30, 2010 and 2009 were as follows (in millions):
                 
    Nine Months Ended  
    June 30,  
    2010     2009  
Balance at beginning of period
  $ 344     $ 204  
Accruals for warranties issued during the period
    169       163  
Accruals from acquisitions
    2        
Accruals related to pre-existing warranties (including changes in estimates)
    (1 )     4  
Settlements made (in cash or in kind) during the period
    (184 )     (155 )
Currency translation
    (9 )     (4 )
 
           
Balance at end of period
  $ 321     $ 212  
 
           
8.   Restructuring Costs
    To better align the Company’s cost structure with global automotive market conditions, the Company committed to a restructuring plan (2009 Plan) in the second quarter of fiscal 2009 and recorded a $230 million restructuring charge. The restructuring charge relates to cost reduction initiatives in the Company’s automotive experience, building efficiency and power solutions businesses and includes workforce reductions and plant consolidations. The Company expects to substantially complete the 2009 Plan by the end of 2010. The automotive-related restructuring actions target excess manufacturing capacity resulting from lower industry production in the European, North American and Japanese automotive markets. The restructuring actions in building efficiency are primarily in Europe where the Company is centralizing certain functions and rebalancing its resources to target the geographic markets with the greatest potential growth. Power solutions actions are focused on optimizing its manufacturing capacity as a result of lower overall demand for original equipment batteries resulting from lower vehicle production levels.
 
    Since the announcement of the 2009 Plan in March 2009, the Company has experienced lower employee severance and termination benefit cash payouts than previously calculated for automotive experience – Europe of approximately $65 million, all of which was identified prior to the current quarter, due to favorable severance negotiations and the decision to not close previously planned plants in response to increased customer demand. The underspend of the initial 2009 Plan reserves will be utilized for additional costs to be incurred as part of power solutions, automotive experience — Europe and automotive experience — North America’s additional cost reduction initiatives. The planned workforce reductions disclosed for the 2009 Plan have been updated for the Company’s revised actions.

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Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
    The following table summarizes the changes in the Company’s 2009 Plan reserve, included within other current liabilities in the condensed consolidated statements of financial position (in millions):
                                 
    Employee                      
    Severance and                      
    Termination             Currency        
    Benefits     Other     Translation     Total  
Balance at September 30, 2009
  $ 140     $ 2     $ 8     $ 150  
Noncash adjustment — underspend
    (15 )                 (15 )
Noncash adjustment — revised actions
    15                   15  
Utilized — cash
    (22 )                 (22 )
Utilized — noncash
          (2 )     (1 )     (3 )
 
                       
Balance at December 31, 2009
  $ 118     $     $ 7     $ 125  
Noncash adjustment — underspend
    (22 )                 (22 )
Utilized — cash
    (20 )                 (20 )
Utilized — noncash
                (8 )     (8 )
 
                       
Balance at March 31, 2010
  $ 76     $     $ (1 )   $ 75  
Utilized — cash
    (12 )                 (12 )
Utilized — noncash
                (4 )     (4 )
 
                       
Balance at June 30, 2010
  $ 64     $     $ (5 )   $ 59  
 
                       
    To better align the Company’s resources with its growth strategies while reducing the cost structure of its global operations, the Company committed to a restructuring plan (2008 Plan) in the fourth quarter of fiscal 2008 and recorded a $495 million restructuring charge. The restructuring charge relates to cost reduction initiatives in its automotive experience, building efficiency and power solutions businesses and includes workforce reductions and plant consolidations. The Company expects to substantially complete the 2008 Plan by the end of 2011. The automotive-related restructuring is in response to the fundamentals of the European and North American automotive markets. The actions target reductions in the Company’s cost base by decreasing excess manufacturing capacity due to lower industry production and the continued movement of vehicle production to low-cost countries, especially in Europe. The restructuring actions in building efficiency are primarily in Europe where the Company is centralizing certain functions and rebalancing its resources to target the geographic markets with the greatest potential growth. Power solutions actions are focused on optimizing its regional manufacturing capacity.
 
    Since the announcement of the 2008 Plan in September 2008, the Company has experienced lower employee severance and termination benefit cash payouts than previously calculated for building efficiency – Europe and automotive experience – Europe of approximately $95 million, all of which was identified prior to the current quarter, due to favorable severance negotiations, individuals transferred to open positions within the Company and changes in cost reduction actions from plant consolidation to downsizing of operations. The underspend of the initial 2008 Plan will be utilized for similar additional restructuring actions committed to be performed during fiscal 2010 and 2011. The underspend experienced by building efficiency – Europe will be utilized for workforce reductions and plant consolidations in building efficiency – Europe. The underspend experienced by automotive experience – Europe will be utilized for additional plant consolidations for automotive experience – North America and workforce reductions in building efficiency – Europe. The planned workforce reductions disclosed for the 2008 Plan have been updated for the Company’s revised actions.

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Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
    The following table summarizes the changes in the Company’s 2008 Plan reserve, included within other current liabilities in the condensed consolidated statements of financial position (in millions):
                                 
    Employee                    
    Severance and                    
    Termination     Fixed Asset     Currency        
    Benefits     Impairment     Translation     Total  
Balance at September 30, 2009
  $ 215     $     $ (18 )   $ 197  
Utilized — cash
    (36 )                 (36 )
Utilized — noncash
                (1 )     (1 )
 
                       
Balance at December 31, 2009
  $ 179     $     $ (19 )   $ 160  
Noncash adjustment — underspend
    (32 )                 (32 )
Noncash adjustment — revised actions
    35       19             54  
Utilized — cash
    (27 )                 (27 )
Utilized — noncash
          (19 )     (8 )     (27 )
 
                       
Balance at March 31, 2010
  $ 155     $     $ (27 )   $ 128  
Utilized — cash
    (20 )                 (20 )
Utilized — noncash
                (5 )     (5 )
 
                       
Balance at June 30, 2010
  $ 135     $     $ (32 )   $ 103  
 
                       
    The 2008 and 2009 Plans include workforce reductions of approximately 20,700 employees (9,300 for automotive experience – North America, 5,700 for automotive experience – Europe, 1,100 for automotive experience – Asia, 400 for building efficiency – North America, 2,700 for building efficiency – Europe, 700 for building efficiency – rest of world, and 800 for power solutions). Restructuring charges associated with employee severance and termination benefits are paid over the severance period granted to each employee and on a lump sum basis when required in accordance with individual severance agreements. As of June 30, 2010, approximately 16,200 of the employees have been separated from the Company pursuant to the 2008 and 2009 Plans. In addition, the 2008 and 2009 Plans include 33 plant closures (14 for automotive experience – North America, 11 for automotive experience – Europe, 3 for automotive experience – Asia, 1 for building efficiency – North America, 1 for building efficiency – rest of world, and 3 for power solutions). As of June 30, 2010, 22 of the 33 plants have been closed. The restructuring charge for the impairment of long-lived assets associated with the plant closures was determined using fair value based on a discounted cash flow analysis.
 
    Company management closely monitors its overall cost structure and continually analyzes each of its businesses for opportunities to consolidate current operations, improve operating efficiencies and locate facilities in low cost countries in close proximity to customers. This ongoing analysis includes a review of its manufacturing, engineering and purchasing operations, as well as the overall global footprint for all its businesses. Because of the importance of new vehicle sales by major automotive manufacturers to operations, the Company is affected by the general business conditions in this industry. Future adverse developments in the automotive industry could impact the Company’s liquidity position, lead to impairment charges and/or require additional restructuring of its operations.

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Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
9.   Research and Development
    Expenditures for research activities relating to product development and improvement are charged against income as incurred and included within selling, general and administrative expenses in the consolidated statement of income. A portion of the costs associated with these activities is reimbursed by customers. Such expenditures amounted to $88 million and $29 million for the three months ended June 30, 2010 and 2009, respectively, and $262 million and $219 million for the nine months ended June 30, 2010 and 2009, respectively. These expenditures are net of customer reimbursements of $72 million and $146 million for the three months ended June 30, 2010 and 2009, respectively, and $239 million and $312 million for the nine months ended June 30, 2010 and 2009, respectively.
10.   Income Taxes
    The more significant components of the Company’s income tax provision from continuing operations are as follows (in millions):
                                 
    Three Months Ended     Nine Months Ended  
    June 30,     June 30,  
    2010     2009     2010     2009  
Federal, state and foreign income tax expense at annual effective rate
  $ 82     $ 59     $ 218     $ (147 )
 
                               
Effective tax rate adjustment
          11              
Valuation allowance adjustment
    (13 )     (3 )     (106 )     252  
Restructuring charges
                      18  
Impairment charges
                      39  
Uncertain tax positions
    (38 )     (17 )     (7 )     (17 )
Change in tax status of foreign subsidiary
                      (30 )
Interest refund
                      (6 )
Medicare Part D
                18        
 
                       
Provision for income taxes
  $ 31     $ 50     $ 123     $ 109  
 
                       
    Effective Tax Rate
 
    In calculating the provision for income taxes, the Company uses an estimate of the annual effective tax rate based upon the facts and circumstances known at each interim period. On a quarterly basis, the actual effective tax rate is adjusted, as appropriate, based upon changed facts and circumstances, if any, as compared to those forecasted at the beginning of the fiscal year and each interim period thereafter. For the three and nine months ended June 30, 2010, the Company’s estimated annual effective income tax rate from continuing operations was 18%. For the three and nine months ended June 30, 2009, the Company decreased its estimated annual effective income tax rate from continuing operations from 31% to 27%, primarily due to a geographical shift in income and global tax planning initiatives. Because there was a cumulative year-to-date loss, this created a tax increase of $11 million in the quarter ended June 30, 2009 after applying the new effective rate to the provision in the prior two quarters.
 
    Valuation Allowance
 
    The Company reviews its deferred tax asset valuation allowances on a quarterly basis, or whenever events or changes in circumstances indicate that a review is required. In determining the requirement for a valuation allowance, the historical and projected financial results of the legal entity or consolidated group recording the net deferred tax asset are considered, along with any other positive or negative evidence. Since future financial results may differ from previous estimates, periodic adjustments to the Company’s valuation allowances may be necessary.

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Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
    In the third quarter of fiscal 2010, the Company performed an analysis of its worldwide deferred tax assets. As a result, and after considering tax planning initiatives and other positive and negative evidence, the Company determined that it was more likely than not that the deferred tax assets within a Slovakia automotive entity would be utilized. Therefore, the Company released $13 million of valuation allowances in the three month period ended June 30, 2010.
 
    In the first quarter of fiscal 2010, the Company determined that it was more likely than not that a portion of the deferred tax assets within the Brazil automotive entity would be utilized. Therefore, the Company released $69 million of valuation allowances. This was comprised of a $93 million decrease in income tax expense offset by a $24 million reduction in cumulative translation adjustments.
 
    In the third quarter of fiscal 2009, the Company performed an analysis of its worldwide deferred tax assets. As a result, and after considering tax planning initiatives and other positive and negative evidence, the Company determined that it was more likely than not that a portion of the deferred tax assets within the Brazil power solutions entity would be utilized. Therefore, the Company released $10 million of valuation allowances in the three month period ended June 30, 2009. This was comprised of a $3 million decrease in income tax expense with the remaining amount impacting the condensed consolidated statement of financial position because it related to acquired net operating losses.
 
    In the second quarter of fiscal 2009, the Company performed an analysis of its worldwide deferred tax assets. As a result, and after considering tax planning initiatives and other positive and negative evidence, the Company determined that it was more likely than not that the deferred tax asset associated with a capital loss would be utilized. Therefore, the Company released $45 million of valuation allowances against the income tax provision in the three month period ended March 31, 2009.
 
    In the first quarter of fiscal 2009, as a result of the rapid deterioration in the economic environment, several jurisdictions incurred unexpected losses in the first quarter that resulted in cumulative losses over the prior three years. As a result, and after considering tax planning initiatives and other positive and negative evidence, the Company determined that it was more likely than not that the deferred tax assets would not be utilized in several jurisdictions including France, Mexico, Spain and the United Kingdom. Therefore, the Company recorded $300 million of valuation allowances as income tax expense. To the extent the Company improves its underlying operating results in these jurisdictions, these valuation allowances, or a portion thereof, could be reversed in future periods.
 
    It is reasonably possible that over the next 12 months, valuation allowances against deferred tax assets in certain jurisdictions of up to $100 million may be released.
 
    Restructuring Charge
 
    In the second quarter of fiscal year 2009, the Company recorded a $27 million discrete period tax adjustment related to the second quarter 2009 restructuring costs using a blended statutory tax rate of 19.2%. Due to the tax rate change in the third quarter of fiscal 2009, the discrete period tax adjustment decreased by $9 million for a total tax adjustment for the nine months ended June 30, 2009 of $18 million.
 
    Impairment Charges
 
    In the first quarter of fiscal year 2009, the Company recorded a $30 million discrete period tax adjustment related to first quarter 2009 impairment costs using a blended statutory tax rate of 12.6%. Due to the effective tax rate change in the second quarter of fiscal 2009, the discrete period tax adjustment increased by $18 million for a total tax adjustment for the six months ended March 31, 2009 of $48 million. Due to the tax rate change in the third quarter of fiscal 2009, the discrete period tax adjustment decreased by $9 million for a total tax adjustment for the nine months ended June 30, 2009 of $39 million.

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Table of Contents

Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
    Uncertain Tax Positions
 
    At September 30, 2009, the Company had gross tax effected unrecognized tax benefits of $1,049 million of which $874 million, if recognized, would impact the effective tax rate. Total net accrued interest at September 30, 2009 was approximately $68 million (net of tax benefit). The net change in interest and penalties during the nine months ended June 30, 2010 was $52 million, including $26 million of quarterly interest expense on existing uncertain tax positions and $26 million related to the events described below, and was $17 million for the same period in fiscal 2009. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense or goodwill, when applicable.
 
    Based on recently published case law in a non-U.S. jurisdiction and the settlement of a tax audit during the third quarter of fiscal 2010, the Company released net $38 million of reserves for uncertain tax positions, including interest and penalties.
 
    As a result of certain recent events related to prior year tax planning initiatives, during the first quarter of fiscal 2010, the Company increased the reserve for uncertain tax positions by $31 million, including $26 million of interest and penalties, which impacts the effective tax rate.
 
    As a result of various entities exiting business in certain jurisdictions and certain recent events related to prior tax planning initiatives, during the third quarter of fiscal 2009, the Company reduced the reserve for uncertain tax positions by $33 million. This was comprised of a $17 million decrease to tax expense, which impacts the effective tax rate, and a $16 million decrease to goodwill.
    The Company is subject to income taxes in the U.S. and numerous foreign jurisdictions. Judgment is required in determining its worldwide provision for income taxes and recording the related assets and liabilities. In the ordinary course of the Company’s business, there are many transactions and calculations where the ultimate tax determination is uncertain. The Company is regularly under audit by tax authorities, including major jurisdictions noted below:
     
Tax   Statute of
Jurisdiction   Limitations
 
Austria
  5 years
Belgium
  3 years
Brazil
  5 years
Canada
  5 years
China
  3 to 5 years
Czech Republic
  3 years
France
  3 years
Germany
  4 to 5 years
Italy
  4 years
Japan
  5 to 7 years
Mexico
  5 years
Spain
  4 years
United Kingdom
  6 years
United States — Federal
  3 years
United States – State
  3 to 5 years

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Table of Contents

Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
    In the U.S., the fiscal years 1999 through 2001 and 2004 through 2006 are currently under IRS Appeals. Additionally, the Company is currently under exam in the following major foreign jurisdictions:
     
Tax Jurisdiction   Tax Years Covered
 
Austria
  2003 – 2005
Belgium
  2005 – 2008
Brazil
  2005 – 2008
Canada
  2004 – 2006
France
  2002 – 2009
Germany
  2001 – 2007
Italy
  2005 – 2007
Mexico
  2003 – 2004
    It is reasonably possible that certain tax examinations, appellate proceedings and/or tax litigation will conclude within the next 12 months, the impact of which should not be material to the financial statements.
 
    Change in Tax Status of non-U.S. Subsidiary
 
    For the nine months ended June 30, 2009, the tax provision decreased as a result of a $30 million tax benefit realized by a change in tax status of a French subsidiary.
 
    The change in tax status resulted from a voluntary tax election that produced a deemed liquidation for U.S. federal income tax purposes. The Company received a tax benefit in the U.S. for the loss from the decrease in value from the original tax basis of its investment. This election changed the tax status from a controlled foreign corporation (i.e., taxable entity) to a branch (i.e., flow through entity similar to a partnership) for U.S. federal income tax purposes and is thereby reported as a discrete period tax benefit in accordance with the provision of ASC 740.
 
    Interest Refund
 
    The Company filed a claim for refund in the nine month period ended June 30, 2009, with the Internal Revenue Service related to interest computations of prior tax payments and refunds. The refund claim resulted in a tax provision decrease of $6 million.
 
    Impacts of Tax Legislation
 
    On March 23, 2010, the U.S. President signed into law comprehensive health care reform legislation under the Patient Protection and Affordable Care Act (HR3590). Included among the major provisions of the law is a change in the tax treatment of a portion of Medicare Part D medical payments. The Company recorded a noncash tax charge of approximately $18 million in the second quarter of fiscal year 2010 to reflect the impact of this change.
 
    During the nine month period ending June 30, 2010, tax legislation was adopted in various jurisdictions. Other than the item listed above, none of these changes are expected to have a material impact on the Company’s consolidated financial condition, results of operations or cash flows.

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Table of Contents

Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
11.   Retirement Plans
    The components of the Company’s net periodic benefit costs associated with its defined benefit pension plans and other postretirement health and other benefits are shown in the tables below in accordance with ASC 715, “Compensation – Retirement Benefits” (in millions):
                                 
    U.S. Pension Plans  
    Three Months Ended     Nine Months Ended  
    June 30,     June 30,  
    2010     2009     2010     2009  
Service cost
  $ 16     $ 17     $ 50     $ 50  
Interest cost
    38       40       114       119  
Expected return on plan assets
    (44 )     (45 )     (134 )     (134 )
Amortization of net actuarial loss
    8       1       22       3  
Amortization of prior service cost
                1       1  
 
                       
Net periodic benefit cost
  $ 18     $ 13     $ 53     $ 39  
 
                       
                                 
    Non-U.S. Pension Plans  
    Three Months Ended     Nine Months Ended  
    June 30,     June 30,  
    2010     2009     2010     2009  
Service cost
  $ 9     $ 8     $ 28     $ 23  
Interest cost
    16       16       51       48  
Expected return on plan assets
    (15 )     (13 )     (47 )     (39 )
Amortization of net actuarial loss
    3       1       8       3  
Amortization of prior service cost
          1             1  
Settlement loss
                1        
 
                       
Net periodic benefit cost
  $ 13     $ 13     $ 41     $ 36  
 
                       
                                 
    Postretirement Health and Other Benefits  
    Three Months Ended     Nine Months Ended  
    June 30,     June 30,  
    2010     2009     2010     2009  
Service cost
  $ 1     $ 1     $ 3     $ 3  
Interest cost
    4       5       11       14  
Amortization of net actuarial gain
          (1 )           (2 )
Amortization of prior service credit
    (4 )     (2 )     (13 )     (5 )
 
                       
Net periodic benefit cost
  $ 1     $ 3     $ 1     $ 10  
 
                       

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Table of Contents

Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
12.   Debt and Financing Arrangements
    During the quarter ended June 30, 2010, the Company retired approximately $18 million in principal amount of its fixed rate bonds scheduled to mature on January 15, 2011. The Company used cash to fund the repurchases.
 
    During the quarter ended June 30, 2010, a total of 200 bonds ($200,000 par value) of the Company’s 6.5% convertible senior notes scheduled to mature on September 30, 2012, were redeemed for Johnson Controls, Inc. common stock.
 
    During the quarter ended June 30, 2010, a 50 million euro revolving credit facility expired and the Company entered into a new one year committed, revolving credit facility in the amount of 50 million euro expiring in May 2011. At June 30, 2010, there were no draws on the revolving credit facility.
 
    During the quarter ended March 31, 2010, the Company issued $500 million aggregate principal amount of 5.0% senior unsecured fixed rate notes due in fiscal 2020. Net proceeds from the issue were used for general corporate purposes including the retirement of short-term debt.
 
    During the quarter ended March 31, 2010, the Company retired approximately $61 million in principal amount of its fixed rate bonds scheduled to mature on January 15, 2011. The Company used cash to fund the repurchases.
 
    During the quarter ended March 31, 2010, the Company retired its 18 billion yen, three year, floating rate loan agreement scheduled to mature on January 18, 2011. The Company used cash to repay the note.
 
    During the quarter ended December 31, 2009, the Company retired approximately $13 million in principal amount of its fixed rate bonds scheduled to mature on January 15, 2011. Additionally, the Company repurchased 1,685 bonds ($1,685,000 par value) of its 6.5% convertible senior notes scheduled to mature on September 30, 2012. The Company used cash to fund the repurchases.
 
    During the quarter ended December 31, 2009, the Company retired its 12 billion yen, three year, floating rate loan agreement that matured. Additionally, the Company retired its 7 billion yen, three year, floating rate loan agreement scheduled to mature on January 18, 2011. The Company used cash to repay the notes.
 
    In May 2009, the Company entered into a new one year revolving credit facility in the amount of 50 million euro expiring in May 2010, which replaced a 100 million euro revolving facility expiring May 2009.
 
    In March 2009, the Company closed concurrent public offerings. The Company issued $402.5 million aggregate amount of 6.5% senior, unsecured, fixed rate convertible notes that mature September 30, 2012. The notes are convertible into shares of the Company’s common stock at a conversion rate of 89.3855 shares of common stock per $1,000 principal amount of notes, which is equal to a conversion price of approximately $11.19 per share, subject to anti-dilution adjustments. The Company also issued nine million Equity Units (the “Equity Units”) each of which has a stated amount of $50 in an aggregate principal amount of $450 million. The Equity Units consist of (i) a forward purchase contract obligating the holder to purchase from the Company for a price in cash of $50, on the purchase contract settlement date of March 31, 2012, subject to early settlement, a certain number of shares of the Company’s common stock and (ii) a 1/20, or 5%, undivided beneficial ownership interest in $1,000 principal amount of the Company’s 11.5% subordinated notes due 2042.
 
    In September 2009, the Company settled the results of its previously announced offer to exchange any and all of its outstanding 6.5% convertible senior notes due 2012 and up to 8,550,000 of its nine million outstanding Equity Units in the form of Corporate Units. Upon settlement of the convertible senior notes exchange offer, approximately $400 million aggregate principal amount of convertible senior notes were exchanged for approximately 36 million shares of common stock and approximately $61 million in cash ($48 million of debt conversion payments and $13 million of accrued interest on the convertible senior notes). Upon settlement of the Equity Units exchange offer approximately 8,082,085 Corporate Units (consisting of $404 million aggregate principal amount of outstanding

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Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
    11.50% subordinated notes due 2042) were exchanged for approximately 39 million shares of common stock and approximately $65 million in cash ($52 million of debt conversion payments and $13 million of accrued interest payments on the subordinated notes).
 
    In February 2009, the Company entered into a $50 million, three year, floating rate bilateral loan agreement. The Company drew the entire amount under the loan agreement during the course of the second quarter of fiscal 2009. Also during the second quarter of fiscal 2009, the Company retired approximately $54 million in principal amount of its $800 million fixed rate bonds that mature in January 2011. The Company used proceeds from the $50 million floating rate loan agreement to retire the bonds.
 
    On January 17, 2009, the Company retired its 24 billion yen, three year, floating rate loan agreement that matured. The Company used proceeds from commercial paper issuances to repay amounts due under the loan agreement.
13.   Earnings Per Share
    The Company presents both basic and diluted earnings per share (EPS) amounts. Basic EPS is calculated by dividing net income by the weighted average number of common shares outstanding during the reporting period. Diluted EPS is calculated by dividing net income by the weighted average number of common shares and common equivalent shares outstanding during the reporting period that are calculated using the treasury stock method for stock options. The treasury stock method assumes that the Company uses the proceeds from the exercise of awards to repurchase common stock at the average market price during the period. The assumed proceeds under the treasury stock method include the purchase price that the grantee will pay in the future, compensation cost for future service that the Company has not yet recognized and any windfall tax benefits that would be credited to additional paid-in capital when the award generates a tax deduction. If there would be a shortfall resulting in a charge to additional paid-in capital, such an amount would be a reduction of the proceeds.
 
    The Company’s outstanding Equity Units due 2042 and 6.5% convertible senior notes due 2012 are reflected in diluted earnings per share using the “if-converted” method. Under this method, if dilutive, the common stock is assumed issued as of the beginning of the reporting period and included in calculating diluted earnings per share. In addition, if dilutive, interest expense, net of tax, related to the outstanding Equity Units and convertible senior notes is added back to the numerator in calculating diluted earnings per share.

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Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
    The following table reconciles the numerators and denominators used to calculate basic and diluted earnings per share (in millions):
                                 
    Three Months Ended     Nine Months Ended  
    June 30,     June 30,  
    2010     2009     2010     2009  
Income Available to Common Shareholders
                               
Basic income (loss) available to common shareholders
  $ 418     $ 163     $ 1,042     $ (638 )
Interest expense, net of tax
    1       13       4        
 
                       
Diluted income (loss) available to common shareholders
  $ 419     $ 176     $ 1,046     $ (638 )
 
                       
 
                               
Weighted Average Shares Outstanding
                               
Basic weighted average shares outstanding
    672.7       594.7       671.6       593.9  
Effect of dilutive securities:
                               
Stock options
    6.2       1.8       6.1        
Equity units
    4.5       43.7       4.5        
Convertible senior notes
    0.1       36.0       0.1        
 
                       
Diluted weighted average shares outstanding
    683.5       676.2       682.3       593.9  
 
                       
 
                               
Antidilutive Securities
                               
Options to purchase common shares
    0.5       6.2       0.5       6.2  
    For the nine months ended June 30, 2009, the total weighted average of potential dilutive shares due to stock options, Equity Units and the convertible senior notes was 34.8 million. However, these items were not included in the computation of diluted net loss per common share for the nine months ended June 30, 2009, since to do so would decrease the loss per share.
 
    During each of the three months ended June 30, 2010 and 2009, the Company declared a dividend of $0.13 per common share and during each of the nine months ended June 30, 2010 and 2009, the Company declared three quarterly dividends totaling $0.39 per common share. The Company paid all dividends in the month subsequent to the end of each fiscal quarter.

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Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
14.   Equity and Noncontrolling Interests
    In December 2007, the FASB issued guidance changing the accounting and reporting for minority interests, which are recharacterized as noncontrolling interests and classified as a component of equity or as redeemable noncontrolling interests and classified as mezzanine equity (temporary equity). In addition, the guidance changes the presentation and accounting for noncontrolling interests, and requires that equity presented in the consolidated financial statements include amounts attributable to Johnson Controls, Inc. shareholders and the noncontrolling interests. This guidance is included in ASC 810, “Consolidation,” and was effective for the Company October 1, 2009.
    The following schedules present changes in consolidated equity attributable to Johnson Controls, Inc. and noncontrolling interests (in millions):
                                                 
    Three Months Ended June 30, 2010     Three Months Ended June 30, 2009  
    Equity     Equity             Equity     Equity        
    Attributable to     Attributable to             Attributable to     Attributable to        
    Johnson     Noncontrolling             Johnson     Noncontrolling        
    Controls, Inc.     Interests     Total Equity     Controls, Inc.     Interests     Total Equity  
Beginning balance, March 31
  $ 9,378     $ 96     $ 9,474     $ 7,855     $ 76     $ 7,931  
Total comprehensive income (loss):
                                               
Net income (loss)
    418       (5 )     413       163       10       173  
Foreign currency translation adjustments
    (322 )     (2 )     (324 )     194       2       196  
Realized and unrealized gains (losses) on derivatives
    (14 )           (14 )     28             28  
Unrealized losses on marketable common stock
    (2 )           (2 )                  
Employee retirement plans
    5             5                    
 
                                   
Other comprehensive income (loss)
    (333 )     (2 )     (335 )     222       2       224  
 
                                   
Comprehensive income (loss)
    85       (7 )     78       385       12       397  
 
                                   
Other changes in equity:
                                               
Cash dividends - common stock ($0.13 per share)
    (88 )           (88 )     (77 )           (77 )
Dividends attributable to noncontrolling interests
          (3 )     (3 )           (6 )     (6 )
Redemption value adjustment attributable to redeemable noncontrolling interests
                      (5 )           (5 )
Other, including options exercised
    20       1       21       20       1       21  
 
                                   
Ending balance, June 30
  $ 9,395     $ 87     $ 9,482     $ 8,178     $ 83     $ 8,261  
 
                                   

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Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
                                                 
    Nine Months Ended June 30, 2010     Nine Months Ended June 30, 2009  
    Equity     Equity             Equity     Equity        
    Attributable to     Attributable to             Attributable to     Attributable to        
    Johnson     Noncontrolling             Johnson     Noncontrolling        
    Controls, Inc.     Interests     Total Equity     Controls, Inc.     Interests     Total Equity  
Beginning balance, September 30
  $ 9,100     $ 84     $ 9,184     $ 9,406     $ 77     $ 9,483  
Total comprehensive income (loss):
                                               
Net income (loss)
    1,042       25       1,067       (638 )     20       (618 )
Foreign currency translation adjustments
    (604 )     (3 )     (607 )     (383 )     (1 )     (384 )
Realized and unrealized gains (losses) on derivatives
    (7 )           (7 )     30             30  
Unrealized losses on marketable common stock
    (2 )           (2 )                  
Employee retirement plans
    43             43                    
 
                                   
Other comprehensive loss
    (570 )     (3 )     (573 )     (353 )     (1 )     (354 )
 
                                   
Comprehensive income (loss)
    472       22       494       (991 )     19       (972 )
 
                                   
Other changes in equity:
                                               
Cash dividends - common stock ($0.13 per share)
    (262 )           (262 )     (231 )           (231 )
Dividends attributable to noncontrolling interests
          (20 )     (20 )           (14 )     (14 )
Redemption value adjustment attributable to redeemable noncontrolling interests
    9             9       (31 )           (31 )
Other, including options exercised
    76       1       77       25       1       26  
 
                                   
Ending balance, June 30
  $ 9,395     $ 87     $ 9,482     $ 8,178     $ 83     $ 8,261  
 
                                   
    The Company consolidates certain subsidiaries in which the noncontrolling interest party has within their control the right to require the Company to redeem all or a portion of its interest in the subsidiary. The redeemable noncontrolling interests are reported at their estimated redemption value. Any adjustment to the redemption value impacts retained earnings but does not impact net income. Redeemable noncontrolling interests which are redeemable only upon future events, the occurrence of which is not currently probable, are recorded at carrying value.
    The following schedules present changes in the redeemable noncontrolling interests (in millions):
                 
    Three Months Ended     Three Months Ended  
    June 30, 2010     June 30, 2009  
Beginning balance, March 31
  $ 153     $ 168  
Net income (loss)
    13       (6 )
Foreign currency translation adjustments
    (3 )     1  
Redemption value adjustment
          5  
 
           
Ending balance, June 30
  $ 163     $ 168  
 
           

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Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
                 
    Nine Months Ended     Nine Months Ended  
    June 30, 2010     June 30, 2009  
Beginning balance, September 30
  $ 155     $ 177  
Net income (loss)
    22       (35 )
Foreign currency translation adjustments
    (5 )     (3 )
Dividends attributable to noncontrolling interests
          (2 )
Redemption value adjustment
    (9 )     31  
 
           
Ending balance, June 30
  $ 163     $ 168  
 
           
15.   Derivative Instruments and Hedging Activities
    In March 2008, the FASB issued guidance enhancing required disclosures regarding derivatives and hedging activities, including how an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for and affect an entity’s financial position, financial performance and cash flows. This guidance is included in ASC 815, “Derivatives and Hedging,” and was effective for the Company beginning in the second quarter of fiscal 2009 and is applied prospectively.
 
    The Company selectively uses derivative instruments to reduce market risk associated with changes in foreign currency, commodities, stock-based compensation liabilities and interest rates. Under Company policy, the use of derivatives is restricted to those intended for hedging purposes; the use of any derivative instrument for speculative purposes is strictly prohibited. A description of each type of derivative utilized by the Company to manage risk is included in the following paragraphs. In addition, refer to Note 16, “Fair Value Measurements,” to the financial statements for information related to the fair value measurements and valuation methods utilized by the Company for each derivative type.
 
    The Company has global operations and participates in the foreign exchange markets to minimize its risk of loss from fluctuations in foreign currency exchange rates. The Company primarily uses foreign currency exchange contracts to hedge certain of its foreign exchange rate exposures. The Company hedges 70% to 90% of the nominal amount of each of its known foreign exchange transactional exposures.
 
    The Company has entered into foreign currency denominated debt obligations and cross-currency interest rate swaps to selectively hedge portions of its net investment in Japan. The currency effects of the debt obligations and cross-currency interest rate swaps are reflected in the accumulated other comprehensive income (AOCI) account within shareholders’ equity attributable to Johnson Controls, Inc. where they offset gains and losses recorded on the Company’s net investment in Japan. At June 30, 2009 and September 30, 2009, the Company had 37 billion yen of foreign denominated debt designated as a net investment hedge. During the first quarter of fiscal 2010, the Company retired 19 billion yen of foreign denominated debt which had previously been designated as a net investment hedge in the Company’s net investment in Japan. During the second quarter of fiscal 2010, the Company retired the remaining 18 billion yen of foreign denominated debt which has previously been designated as a net investment hedge in the Company’s net investment in Japan. In its place, the Company entered into three cross-currency interest rate swaps totaling 20 billion yen.
 
    The Company uses commodity contracts in the financial derivatives market in cases where commodity price risk cannot be naturally offset or hedged through supply base fixed price contracts. Commodity risks are systematically managed pursuant to policy guidelines. As cash flow hedges, the effective portion of the hedge gains or losses due to changes in fair value are initially recorded as a component of AOCI and are subsequently reclassified into earnings when the hedged transactions, typically sales or costs related to sales, occur and affect earnings. Any ineffective portion of the hedge is reflected in the consolidated statement of income. The maturities of the commodity contracts coincide with the expected purchase of the commodities. The Company had the following outstanding commodity hedge contracts that hedge forecasted purchases:

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Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
                             
        Volume Outstanding as of
Commodity   Units   June 30, 2010   September 30, 2009   June 30, 2009
Copper  
Pounds
    16,735,000       12,180,000       10,350,000  
Lead  
Metric Tons
    25,961             2,250  
Polypropylene  
Pounds
                4,000,000  
    In addition, the Company selectively uses equity swaps to reduce market risk associated with certain of its stock-based compensation plans, such as its deferred compensation plans. These equity compensation liabilities increase as the Company’s stock price increases and decrease as the Company’s stock price decreases. In contrast, the value of the swap agreement moves in the opposite direction of these liabilities, allowing the Company to fix a portion of the liabilities at a stated amount. As of June 30, 2010, September 30, 2009 and June 30, 2009, the Company had hedged approximately 3.4 million, 2.8 million and 2.1 million shares of its common stock, respectively.
 
    The Company selectively uses interest rate swaps to reduce market risk associated with changes in interest rates for its fixed-rate bonds. As fair value hedges, the interest rate swaps and related debt balances are valued under a market approach using publicized swap curves. Changes in the fair value of the swap and hedged portion of the debt are recorded in the consolidated statement of income. In the fourth quarter of fiscal 2009, the Company entered into three fixed to floating interest rate swaps totaling $700 million to hedge the coupons of its 5.25% bonds maturing on January 15, 2011. In the second quarter of fiscal 2010, the Company unwound $100 million of one of the three outstanding interest rate swaps. During the second quarter of fiscal 2010, the Company entered into a fixed to floating interest rate swap totaling $100 million to hedge the coupon of its 5.80% bond maturing November 15, 2012 and two fixed to floating swaps totaling $300 million to hedge the coupon of its 4.875% bond maturing September 15, 2013. At June 30, 2009, the Company did not have any interest rate swaps outstanding.

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Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
    The following table presents the location and fair values of derivative instruments and hedging activities included in the Company’s condensed consolidated statements of financial position (in millions):
                                                 
    Derivatives and Hedging Activities Designated as     Derivatives and Hedging Activities Not Designated  
    Hedging Instruments under ASC 815     as Hedging Instruments under ASC 815  
    June 30,     September 30,     June 30,     June 30,     September 30,     June 30,  
    2010     2009     2009     2010     2009     2009  
Other current assets
                                               
Foreign currency exchange derivatives
  $ 14     $ 40     $ 19     $ 9     $ 36     $ 14  
Commodity derivatives
    2       7       2                    
Other noncurrent assets
                                               
Interest rate swaps
    9       5                          
Equity swap
                      91       70       45  
Foreign currency exchange derivatives
    1       1       2       1       1       1  
 
                                   
Total assets
  $ 26     $ 53     $ 23     $ 101     $ 107     $ 60  
 
                                   
 
                                               
Current portion of long-term debt
                                               
Net investment hedges
  $     $ 134     $ 126     $     $     $  
Fixed rate debt swapped to floating
    594                                
Other current liabilities
                                               
Foreign currency exchange derivatives
    15       44       24       8       27        
Commodity derivatives
    8       1       11                    
Net investment hedges
    7                                
Long-term debt
                                               
Fixed rate debt swapped to floating
    404       704                          
Net investment hedges
          278       262                    
Other noncurrent liabilities
                                               
Foreign currency exchange derivatives
    2       1       2       1       1       2  
 
                                   
Total liabilities
  $ 1,030     $ 1,162     $ 425     $ 9     $ 28     $ 2  
 
                                   

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Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
    The following table presents the location and amount of gains and losses on derivative instruments and related hedge items included in the Company’s consolidated statements of income for the three and nine months ended June 30, 2010 and the three and six months ended June 30, 2009 and gains and losses initially recognized in other comprehensive income (OCI) net of tax or cumulative translation adjustment (CTA) net of tax in the condensed consolidated statements of financial position (in millions):
                                 
    As of     Three Months Ended     Three Months Ended  
    June 30, 2010     June 30, 2010     June 30, 2010  
            Location of Gain   Amount of Gain            
    Amount of Gain     (Loss) Reclassified   (Loss) Reclassified     Location of Gain   Amount of Gain  
    (Loss) Recognized in     from AOCI into   from AOCI into     (Loss) Recognized in   (Loss) Recognized in  
Derivatives in ASC 815 Cash Flow   OCI on Derivative     Income (Effective   Income (Effective     Income on Derivative   Income on Derivative  
Hedging Relationships   (Effective Portion)     Portion)   Portion)     (Ineffective Portion)   (Ineffective Portion)  
Foreign currency exchange derivatives
  $ (1 )   Cost of sales   $ 1     Cost of sales   $  
Commodity derivatives
    (5 )   Cost of sales     (1 )   Cost of sales      
 
                         
Total
  $ (6 )       $         $  
 
                         
                         
    Nine Months Ended     Nine Months Ended  
    June 30, 2010     June 30, 2010  
    Location of Gain   Amount of Gain            
    (Loss) Reclassified   (Loss) Reclassified     Location of Gain   Amount of Gain  
    from AOCI into   from AOCI into     (Loss) Recognized in   (Loss) Recognized in  
Derivatives in ASC 815 Cash Flow   Income (Effective   Income (Effective     Income on Derivative   Income on Derivative  
Hedging Relationships   Portion)   Portion)     (Ineffective Portion)   (Ineffective Portion)  
Foreign currency exchange derivatives
  Cost of sales   $ (3 )   Cost of sales   $  
Commodity derivatives
  Cost of sales     1     Cost of sales      
 
                   
Total
      $ (2 )       $  
 
                   
                                 
    As of     Three Months Ended     Three Months Ended  
    June 30, 2009     June 30, 2009     June 30, 2009  
            Location of Gain   Amount of Gain            
    Amount of Gain     (Loss) Reclassified   (Loss) Reclassified     Location of Gain   Amount of Gain  
    (Loss) Recognized in     from AOCI into   from AOCI into     (Loss) Recognized in   (Loss) Recognized in  
Derivatives in ASC 815 Cash Flow   OCI on Derivative     Income (Effective   Income (Effective     Income on Derivative   Income on Derivative  
Hedging Relationships   (Effective Portion)     Portion)   Portion)     (Ineffective Portion)   (Ineffective Portion)  
Foreign currency exchange derivatives
  $ (3 )   Net sales   $ (6 )   Net sales   $  
Commodity derivatives
    (9 )   Cost of sales     (24 )   Cost of sales     (1 )
 
                         
Total
  $ (12 )       $ (30 )       $ (1 )
 
                         
                         
    Six Months Ended     Six Months Ended  
    June 30, 2009     June 30, 2009  
    Location of Gain   Amount of Gain            
    (Loss) Reclassified   (Loss) Reclassified     Location of Gain   Amount of Gain  
    from AOCI into   from AOCI into     (Loss) Recognized in   (Loss) Recognized in  
Derivatives in ASC 815 Cash Flow   Income (Effective   Income (Effective     Income on Derivative   Income on Derivative  
Hedging Relationships   Portion)   Portion)     (Ineffective Portion)   (Ineffective Portion)  
Foreign currency exchange derivatives
  Net sales   $ (13 )   Net sales   $  
Commodity derivatives
  Cost of sales     (70 )   Cost of sales     (5 )
 
                   
Total
      $ (83 )       $ (5 )
 
                   
                 
    As of     As of  
    June 30, 2010     June 30, 2009  
    Amount of Gain     Amount of Gain  
    (Loss) Recognized in     (Loss) Recognized in  
    CTA on Outstanding     CTA on Outstanding  
Hedging Activities in ASC 815 Net   Derivatives (Effective     Derivatives (Effective  
Investment Hedging Relationships   Portion)     Portion)  
Net investment hedges
  $ (4 )   $ (13 )
 
           
Total
  $ (4 )   $ (13 )
 
           
    For the three and nine months ended June 30, 2010 and the three and six months ended June 30, 2009, no gains or losses were reclassified from CTA into income for the Company’s outstanding net investment hedges.

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Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
                     
        Three Months Ended     Nine Months Ended  
        June 30, 2010     June 30, 2010  
        Amount of Gain (Loss)     Amount of Gain (Loss)  
Derivatives in ASC 815 Fair Value Hedging   Location of Gain (Loss) Recognized in Income on   Recognized in Income on     Recognized in Income on  
Relationships   Derivative   Derivative     Derivative  
Interest rate swap  
Net financing charges
  $ 4     $ 4  
Fixed rate debt swapped to floating  
Net financing charges
    (1 )     5  
   
 
           
Total  
 
  $ 3     $ 9  
   
 
           
                     
        Three Months Ended     Six Months Ended  
        June 30, 2009     June 30, 2009  
        Amount of Gain (Loss)     Amount of Gain (Loss)  
Derivatives in ASC 815 Fair Value Hedging   Location of Gain (Loss) Recognized in Income on   Recognized in Income on     Recognized in Income on  
Relationships   Derivative   Derivative     Derivative  
Interest rate swap  
Net financing charges
  $     $  
Fixed rate debt swapped to floating  
Net financing charges
           
   
 
           
Total  
 
  $     $  
   
 
           
                     
        Three Months Ended     Nine Months Ended  
        June 30, 2010     June 30, 2010  
        Amount of Gain (Loss)     Amount of Gain (Loss)  
Derivatives Not Designated as Hedging   Location of Gain (Loss) Recognized in Income on   Recognized in Income on     Recognized in Income on  
Instruments under ASC 815   Derivative   Derivative     Derivative  
Foreign currency exchange derivatives  
Cost of sales
  $ 110     $ 198  
Foreign currency exchange derivatives  
Net financing charges
    (103 )     (160 )
Equity swap  
Selling, general and administrative expenses
    (21 )     2  
Commodity derivatives  
Cost of sales
    1       1  
   
 
           
Total  
 
  $ (13 )   $ 41  
   
 
           
                     
        Three Months Ended     Six Months Ended  
        June 30, 2009     June 30, 2009  
        Amount of Gain (Loss)     Amount of Gain (Loss)  
Derivatives Not Designated as Hedging   Location of Gain (Loss) Recognized in Income on   Recognized in Income on     Recognized in Income on  
Instruments under ASC 815   Derivative   Derivative     Derivative  
Foreign currency exchange derivatives  
Cost of sales
  $ (10 )   $ (86 )
Foreign currency exchange derivatives  
Net financing charges
    23       102  
Equity swap  
Selling, general and administrative expenses
    16       20  
Commodity derivatives  
Cost of sales
    (1 )     (4 )
   
 
           
Total  
 
  $ 28     $ 32  
   
 
           
16.   Fair Value Measurements
    ASC 820, “Fair Value Measurements and Disclosures,” defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a three-level fair value hierarchy that prioritizes information used in developing assumptions when pricing an asset or liability as follows:
      Level 1: Observable inputs such as quoted prices in active markets;
      Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
      Level 3: Unobservable inputs where there is little or no market data, which requires the reporting entity to develop its own assumptions.

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Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
    ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.
    Recurring Fair Value Measurements
 
    The following tables present the Company’s fair value hierarchy for those assets and liabilities measured at fair value as of June 30, 2010, September 30, 2009 and June 30, 2009 (in millions):
                                 
    Fair Value Measurements Using:  
                    Significant        
            Quoted Prices     Other        
            in Active     Observable     Significant  
    Total as of     Markets     Inputs     Unobservable Inputs  
    June 30, 2010     (Level 1)     (Level 2)     (Level 3)  
Other current assets
                               
Foreign currency exchange derivatives
  $ 23     $ 23     $     $  
Commodity derivatives
    2             2        
Other noncurrent assets
                               
Interest rate swaps
    9             9        
Investments in marketable common stock
    24       24              
Equity swap
    91       91              
Foreign currency exchange derivatives
    2       2              
 
                       
Total
  $ 151     $ 140     $ 11     $  
 
                       
Current portion of long-term debt
                               
Fixed rate debt swapped to floating
  $ 594     $     $ 594     $  
Other current liabilities
                               
Foreign currency exchange derivatives
    23       23              
Cross-currency interest rate swaps
    7             7        
Commodity derivatives
    8             8        
Long-term debt
                               
Fixed rate debt swapped to floating
    404             404        
Other noncurrent liabilities
                               
Foreign currency exchange derivatives
    3       3              
 
                       
Total
  $ 1,039     $ 26     $ 1,013     $  
 
                       

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Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
                                 
    Fair Value Measurements Using:  
                    Significant        
            Quoted Prices     Other     Significant  
            in Active     Observable     Unobservable  
    Total as of     Markets     Inputs     Inputs  
    September 30, 2009     (Level 1)     (Level 2)     (Level 3)  
Other current assets
                               
Foreign currency exchange derivatives
  $ 76     $ 76     $     $  
Commodity derivatives
    7             7        
Other noncurrent assets
                               
Interest rate swaps
    5             5        
Equity swap
    70       70              
Foreign currency exchange derivatives
    2       2              
 
                       
Total
  $ 160     $ 148     $ 12     $  
 
                       
Current portion long-term debt
                               
Foreign currency denominated debt
  $ 134     $ 134     $     $  
Other current liabilities
                               
Foreign currency exchange derivatives
    71       71              
Commodity derivatives
    1             1        
Long-term debt
                               
Fixed rate debt swapped to floating
    704             704        
Foreign currency denominated debt
    278       278              
Other noncurrent liabilities
                               
Foreign currency exchange derivatives
    2       2              
 
                       
Total
  $ 1,190     $ 485     $ 705     $  
 
                       

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Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
                                 
    Fair Value Measurements Using:  
                    Significant        
            Quoted Prices     Other     Significant  
            in Active     Observable     Unobservable  
    Total as of     Markets     Inputs     Inputs  
    June 30, 2009     (Level 1)     (Level 2)     (Level 3)  
Other current assets
                               
Foreign currency exchange derivatives
  $ 33     $ 33     $     $  
Commodity derivatives
    2             2        
Other noncurrent assets
                               
Equity swap
    45       45              
Foreign currency exchange derivatives
    3       3              
 
                       
Total
  $ 83     $ 81     $ 2     $  
 
                       
Current portion long-term debt
                               
Foreign currency denominated debt
  $ 126     $ 126     $     $  
Other current liabilities
                               
Foreign currency exchange derivatives
    24       24              
Commodity derivatives
    11             11        
Long-term debt
                               
Foreign currency denominated debt
    262       262              
Other noncurrent liabilities
                               
Foreign currency exchange derivatives
    4       4              
 
                       
Total
  $ 427     $ 416     $ 11     $  
 
                       
    Valuation Methods
 
    Foreign currency exchange derivatives – The Company selectively hedges anticipated transactions that are subject to foreign exchange rate risk primarily using foreign currency exchange hedge contracts. The foreign currency exchange derivatives are valued under a market approach using publicized spot and forward prices. As cash flow hedges, the effective portion of the hedge gains or losses due to changes in fair value are initially recorded as a component of accumulated other comprehensive income and are subsequently reclassified into earnings when the hedged transactions occur and affect earnings. Any ineffective portion of the hedge is reflected in the consolidated statement of income. These contracts are highly effective in hedging the variability in future cash flows attributable to changes in currency exchange rates at June 30, 2010, September 30, 2009 and June 30, 2009.
 
    Commodity derivatives – The Company selectively hedges anticipated transactions that are subject to commodity price risk, primarily using commodity hedge contracts, to minimize overall price risk associated with the Company’s purchases of lead, copper and polypropylene. The commodity derivatives are valued under a market approach using publicized prices, where available, or dealer quotes. As cash flow hedges, the effective portion of the hedge gains or losses due to changes in fair value are initially recorded as a component of accumulated other comprehensive income and are subsequently reclassified into earnings when the hedged transactions, typically sales or cost related to sales, occur and affect earnings. Any ineffective portion of the hedge is reflected in the consolidated statement of income. These contracts are highly effective in hedging the variability in future cash flows attributable to changes in commodity price changes at June 30, 2010, September 30, 2009 and June 30, 2009.
 
    Interest rate swaps and related debt – The Company selectively uses interest rate swaps to reduce market risk associated with changes in interest rates for its fixed-rate bonds. As fair value hedges, the interest rate swaps and related debt balances are valued under a market approach using publicized swap curves. Changes in the fair value of the swap and hedged portion of the debt are recorded in the consolidated statement of income. In the fourth quarter

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Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
    of fiscal 2009, the Company entered into three fixed to floating interest rate swaps totaling $700 million to hedge the coupons of its 5.25% bonds maturing on January 15, 2011. In the second quarter of fiscal 2010, the Company unwound a $100 million portion of one of the three interest swaps mentioned above. During the second quarter of fiscal 2010, the Company entered into a fixed to floating interest rate swap totaling $100 million to hedge the coupons of its 5.80% bond maturing November 15, 2012 and two fixed to floating swaps totaling $300 million to hedge the coupons of its 4.875% bond maturing September 15, 2013. At June 30, 2009, the Company did not have any interest rate swaps outstanding.
 
    Investments in marketable common stock – The Company has invested in certain marketable common stock during the third quarter of fiscal 2010. The securities are valued under a market approach using publicized share prices. As of June 30, 2010, the Company recorded an unrealized loss of $2 million in accumulated other comprehensive income and no unrealized gains on these investments.
 
    Equity swap – The Company selectively uses equity swaps to reduce market risk associated with certain of its stock-based compensation plans, such as its deferred compensation plans. The equity swaps are valued under a market approach as the fair value of the swaps is equal to the Company’s stock price at the reporting period date. Changes in fair value on the equity swaps are reflected in the consolidated statement of income within selling, general and administrative expenses.
 
    Cross-currency interest rate swap – The Company selectively uses cross-currency interest rate swaps to hedge the foreign currency rate risk associated with certain of its investments in Japan. The cross-currency interest rate swaps are valued using market assumptions. Changes in the market value of the swaps are reflected in the foreign currency translation adjustments component of accumulated other comprehensive income where they offset gains and losses recorded on the Company’s net investment in Japan. The Company entered into three cross-currency swaps totaling 20 billion yen during the second quarter of fiscal 2010. These swaps are designated as hedges in the Company’s net investment in Japan. There were no cross-currency interest rate swaps outstanding at September 30, 2009 and June 30, 2009.
 
    Foreign currency denominated debt – The Company has entered into certain foreign currency denominated debt obligations to selectively hedge portions of its net investment in Japan. The currency effects of the debt obligations are reflected in the foreign currency translation adjustments component of accumulated other comprehensive income where they offset gains and losses recorded on the Company’s net investment in Japan. At June 30, 2009 and September 30, 2009, the Company had 37 billion yen of foreign denominated debt designated as a net investment hedge. During the first quarter of fiscal 2010, the Company retired 19 billion yen of foreign denominated debt which had previously been designated as a net investment hedge in the Company’s net investment in Japan. During the second quarter of fiscal 2010, the Company retired the remaining 18 billion yen of foreign denominated debt which had previously been designated as a net investment hedge in the Company’s net investment in Japan. There was no foreign currency denominated debt designated as a net investment hedge outstanding at June 30, 2010.
 
    The fair values of cash and cash equivalents, accounts receivable, short-term debt and accounts payable approximate their carrying values. The fair value of long-term debt, which was $3.6 billion, $3.4 billion and $4.4 billion at June 30, 2010, September 30, 2009 and June 30, 2009, respectively, was determined using market quotes.
17.   Impairment of Long-Lived Assets
    The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analyses in accordance with ASC 360-10-15, “Impairment or Disposal of Long-Lived Assets.” ASC 360-10-15 requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset group is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value based on discounted cash flow analysis or appraisals.

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Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
    In the third quarter of fiscal 2010, the Company concluded it had a triggering event requiring assessment of impairment of its long-lived assets due to the planned relocation of its headquarters building in Japan in the automotive experience Asia segment. As a result, the Company reviewed its long-lived assets for impairment and recorded an $11 million impairment charge within selling, general and administrative expenses in the third quarter of fiscal 2010 related to the Asia automotive experience segment. The impairment was measured under a market approach utilizing an appraisal. The inputs utilized in the analysis are classified as Level 3 inputs within the fair value hierarchy as defined in ASC 820, “Fair Value Measurements and Disclosures.”
 
    At June 30, 2010, the Company concluded it did not have any other triggering events requiring assessment of impairment of its long-lived assets.
 
    In the second quarter of fiscal 2010, the Company concluded it had a triggering event requiring assessment of impairment of its long-lived assets due to planned plant closures for the North America automotive experience segment. These closures are a result of the Company’s revised restructuring actions to the 2008 Plan. Refer to Note 8, “Restructuring Costs,” to the financial statements for further information regarding the 2008 Plan. As a result, the Company reviewed its long-lived assets for impairment and recorded a $19 million impairment charge in the second quarter of fiscal 2010 related to the North America automotive experience segment. This impairment charge was offset by a decrease in the Company’s restructuring reserve related to the 2008 Plan due to lower employee severance and termination benefit cash payments than previously expected, as discussed further in Note 8. The impairment was measured under an income approach utilizing forecasted discounted cash flows for fiscal 2010 through 2014 to fair value the impaired assets. This method is consistent with the method the Company has employed in prior periods to value other long-lived assets. The inputs utilized in the discounted cash flow analysis are classified as Level 3 inputs within the fair value hierarchy as defined in ASC 820, “Fair Value Measurements and Disclosures.”
 
    In the third quarter of fiscal 2009, the Company concluded it had a triggering event requiring assessment of impairment of its long-lived assets in light of the restructuring plans in North America announced by Chrysler LLC (Chrysler) and General Motors Corporation (GM) during the quarter as part of their bankruptcy reorganization plans. As a result, the Company reviewed its long-lived assets relating to the Chrysler and GM platforms within the North America automotive experience segment and determined no impairment existed.
 
    In the second quarter of fiscal 2009, the Company concluded it had a triggering event requiring assessment of impairment of its long-lived assets in conjunction with its restructuring plan announced in March 2009. As a result, the Company reviewed its long-lived assets associated with the plant closures for impairment and recorded a $46 million impairment charge in the second quarter of fiscal 2009, of which $25 million related to the North America automotive experience segment, $16 million related to the Asia automotive experience segment and $5 million related to the Europe automotive experience segment. Refer to Note 8, “Restructuring Costs,” to the financial statements for further information regarding the 2009 restructuring plan. Additionally, at March 31, 2009, in conjunction with the preparation of its financial statements, the Company concluded it had a triggering event requiring assessment of its other long-lived assets within the Europe automotive experience segment due to significant declines in European automotive sales volume. As a result, the Company reviewed its other long-lived assets within the Europe automotive experience segment for impairment and determined no additional impairment existed.
 
    At December 31, 2008, in conjunction with the preparation of its financial statements, the Company concluded it had a triggering event requiring assessment of impairment of its long-lived assets due to the significant declines in North American and European automotive sales volumes. As a result, the Company reviewed its long-lived assets for impairment and recorded a $110 million impairment charge within cost of sales in the first quarter of fiscal 2009, of which $77 million related to the North America automotive experience segment and $33 million related to the Europe automotive experience segment.

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Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
    The Company reviews its equity investments for impairment whenever there is a loss in value of an investment which is other than a temporary decline. The Company conducts its equity investment impairment analyses in accordance with ASC 323, “Investments-Equity Method and Joint Ventures.” ASC 323 requires the Company to record an impairment charge for a decrease in value of an investment when the decline in the investment is considered to be other than temporary.
 
    At December 31, 2008, in conjunction with the preparation of its financial statements, the Company concluded it had a triggering event requiring assessment of impairment of its equity investment in a 48%-owned joint venture with U.S. Airconditioning Distributors, Inc. (U.S. Air) due to the significant decline in North American residential housing construction starts, which had significantly impacted the financial results of the equity investment. The Company reviewed its equity investment in U.S. Air for impairment and as a result, recorded a $152 million impairment charge within equity income (loss) for the building efficiency North America unitary products segment in the first quarter of fiscal 2009. The U.S. Air investment balance included in the condensed consolidated statement of financial position at June 30, 2010 was $53 million. The Company does not anticipate future impairment of this investment as, based on its current forecasts, a further decline in value that is other than temporary is not considered reasonably likely to occur.
18.   Segment Information
    ASC 280, “Segment Reporting,” establishes the standards for reporting information about segments in financial statements. In applying the criteria set forth in ASC 280, the Company has determined that it has ten reportable segments for financial reporting purposes. Certain segments are aggregated or combined based on materiality within building efficiency rest of world and power solutions in accordance with the guidance. The Company’s ten reportable segments are presented in the context of its three primary businesses – building efficiency, automotive experience and power solutions.
 
    Building efficiency
 
    Building efficiency designs, produces, markets and installs HVAC and control systems that monitor, automate and integrate critical building segment equipment and conditions including HVAC, fire-safety and security in commercial buildings and in various industrial applications.
    North America systems designs, produces, markets and installs mechanical equipment that provides heating and cooling in North American non-residential buildings and industrial applications as well as control systems that integrate the operation of this equipment with other critical building systems.
    North America service provides technical services including inspection, scheduled maintenance, repair and replacement of mechanical and control systems in North America, as well as the retrofit and service components of performance contracts and other solutions.
    North America unitary products designs and produces heating and air conditioning solutions for residential and light commercial applications and markets products to the replacement and new construction markets.
    Global workplace solutions provides on-site staff for complete real estate services, facility operation and management to improve the comfort, productivity, energy efficiency and cost effectiveness of building systems around the globe.
    Europe provides HVAC and refrigeration systems and technical services to the European marketplace.
    Rest of world provides HVAC and refrigeration systems and technical services to markets in Asia, the Middle East and Latin America.

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Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
    Automotive experience
 
    Automotive experience designs and manufactures interior systems and products for passenger cars and light trucks, including vans, pick-up trucks and sport utility/crossover vehicles in North America, Europe and Asia. Automotive experience systems and products include complete seating systems and components; cockpit systems, including instrument panels and clusters, information displays and body controllers; overhead systems, including headliners and electronic convenience features; floor consoles; and door systems.
 
    Power solutions
 
    Power solutions services both automotive original equipment manufacturers and the battery aftermarket by providing advanced battery technology, coupled with systems engineering, marketing and service expertise.
    Management evaluates the performance of the segments based primarily on segment income, which represents income from continuing operations before income taxes and noncontrolling interests excluding net financing charges and restructuring costs. General Corporate and other overhead expenses are allocated to business segments in determining segment income. Financial information relating to the Company’s reportable segments is as follows (in millions):
                                 
    Net Sales  
    Three Months Ended     Nine Months Ended  
    June 30,     June 30,  
    2010     2009     2010     2009  
Building efficiency
                               
North America systems
  $ 551     $ 563     $ 1,552     $ 1,671  
North America service
    531       552       1,505       1,610  
North America unitary products
    243       227       574       477  
Global workplace solutions
    787       708       2,404       2,095  
Europe
    457       517       1,409       1,587  
Rest of world
    648       600       1,764       1,779  
 
                       
 
    3,217       3,167       9,208       9,219  
 
                       
Automotive experience
                               
North America
    1,740       988       4,981       3,279  
Europe
    2,033       1,706       6,238       4,478  
Asia
    440       262       1,263       775  
 
                       
 
    4,213       2,956       12,482       8,532  
 
                       
Power solutions
    1,110       856       3,575       2,879  
 
                       
Total net sales
  $ 8,540     $ 6,979     $ 25,265     $ 20,630  
 
                       

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Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
                                 
    Segment Income  
    Three Months Ended     Nine Months Ended  
    June 30,     June 30,  
    2010     2009     2010     2009  
Building efficiency
                               
North America systems
  $ 74     $ 63     $ 180     $ 173  
North America service
    20       58       42       129  
North America unitary products
    16       (2 )     23       (227 )
Global workplace solutions
    12       10       27       24  
Europe
    2       12       (14 )     36  
Rest of world
    66       49       140       124  
 
                       
 
    190       190       398       259  
 
                       
Automotive experience
                               
North America
    97       (34 )     293       (370 )
Europe
    49       3       110       (238 )
Asia
    25       17       78       (10 )
 
                       
 
    171       (14 )     481       (618 )
 
                       
Power solutions
    135       106       450       212  
 
                       
Total segment income (loss)
  $ 496     $ 282     $ 1,329     $ (147 )
 
                       
 
                               
Net financing charges
    (39 )     (65 )     (117 )     (167 )
Restructuring costs
                      (230 )
 
                       
 
                               
Income (loss) before income taxes
  $ 457     $ 217     $ 1,212     $ (544 )
 
                       

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Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2010
(unaudited)
19.   Commitments and Contingencies
    The Company accrues for potential environmental losses in a manner consistent with U.S. GAAP; that is, when it is probable a loss has been incurred and the amount of the loss is reasonably estimable. The Company reviews the status of its environmental sites on a quarterly basis and adjusts its reserves accordingly. Such potential liabilities accrued by the Company do not take into consideration possible recoveries of future insurance proceeds. They do, however, take into account the likely share other parties will bear at remediation sites. It is difficult to estimate the Company’s ultimate level of liability at many remediation sites due to the large number of other parties that may be involved, the complexity of determining the relative liability among those parties, the uncertainty as to the nature and scope of the investigations and remediation to be conducted, the uncertainty in the application of law and risk assessment, the various choices and costs associated with diverse technologies that may be used in corrective actions at the sites, and the often quite lengthy periods over which eventual remediation may occur. Nevertheless, the Company has no reason to believe at the present time that any claims, penalties or costs in connection with known environmental matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows.
 
    The Company is involved in a number of product liability and various other suits incident to the operation of its businesses. Insurance coverages are maintained and estimated costs are recorded for claims and suits of this nature. It is management’s opinion that none of these will have a material adverse effect on the Company’s financial position, results of operations or cash flows. Costs related to such matters were not material to the periods presented.

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(PRICEWATERHOUSECOOPERS LOGO)
PricewaterhouseCoopers LLP
100 E. Wisconsin Ave., Suite 1800
Milwaukee WI 53202
Telephone (414) 212 1600
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders
of Johnson Controls, Inc.
We have reviewed the accompanying condensed consolidated statements of financial position of Johnson Controls, Inc. and its subsidiaries (the “Company”) as of June 30, 2010 and 2009, and the related consolidated statements of income and the condensed consolidated statements of cash flows for the three-month and nine-month periods ended June 30, 2010 and 2009. These interim financial statements are the responsibility of the Company’s management.
We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the accompanying condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of financial position as of September 30, 2009, and the related consolidated statements of income, shareholders’ equity, and cash flows for the year then ended (not presented herein), and in our report dated November 24, 2009 we expressed an unqualified opinion on those consolidated financial statements. An explanatory paragraph was included in our report for the adoption of guidance included in Accounting Standards Codification (ASC) 740, “Income Taxes,” prescribing how a company should recognize, measure, present, and disclose uncertain tax positions. In our opinion, the information set forth in the accompanying condensed consolidated statement of financial position as of September 30, 2009, is fairly stated in all material respects in relation to the consolidated statement of financial position from which it has been derived.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
August 3, 2010

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statements for Forward-Looking Information
Unless otherwise indicated, references to “Johnson Controls,” the “Company,” “we,” “our” and “us” in this Quarterly Report on Form 10-Q refer to Johnson Controls, Inc. and its consolidated subsidiaries.
Certain statements in this report, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “intend,” “strategy,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “guidance” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section entitled “Risk Factors” of our Annual Report on Form 10-K for the year ended September 30, 2009. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Overview
Johnson Controls brings ingenuity to the places where people live, work and travel. By integrating technologies, products and services, we create smart environments that redefine the relationships between people and their surroundings. We strive to create a more comfortable, safe and sustainable world through our products and services to millions of vehicles, homes and commercial buildings. Johnson Controls provides innovative automotive interiors that help make driving more comfortable, safe and enjoyable. For buildings, we offer products and services that optimize energy use and improve comfort and security. We also provide batteries for automobiles and hybrid electric vehicles, along with related systems engineering, marketing and service expertise.
Johnson Controls was originally incorporated in the state of Wisconsin in 1885 as Johnson Electric Service Company to manufacture, install and service automatic temperature regulation systems for buildings. The Company was renamed to Johnson Controls, Inc. in 1974. In 1978, we acquired Globe-Union, Inc., a Wisconsin-based manufacturer of automotive batteries for both the replacement and original equipment markets. We entered the automotive seating industry in 1985 with the acquisition of Michigan-based Hoover Universal, Inc.
Our building efficiency business is a global market leader in designing, producing, marketing and installing integrated heating, ventilating and air conditioning (HVAC) systems, building management systems, controls, security and mechanical equipment. In addition, the building efficiency business provides technical services, energy management consulting and operations of entire real estate portfolios for the non-residential buildings market. We also provide residential air conditioning and heating systems.
Our automotive experience business is one of the world’s largest automotive suppliers, providing innovative interior systems through our design and engineering expertise. Our technologies extend into virtually every area of the interior including seating and overhead systems, door systems, floor consoles, instrument panels, cockpits and integrated electronics. Customers include most of the world’s major automakers.
Our power solutions business is a leading global supplier of lead-acid automotive batteries for virtually every type of passenger car, light truck and utility vehicle. We serve both automotive original equipment manufacturers and the general vehicle battery aftermarket. We offer Absorbent Glass Mat (AGM) and lithium-ion battery technologies to power hybrid vehicles.

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The following information should be read in conjunction with the September 30, 2009 consolidated financial statements and notes thereto, along with management’s discussion and analysis of financial condition and results of operations included in the Company’s 2009 Annual Report on Form 10-K. References in the following discussion and analysis to “Three Months” refer to the three months ended June 30, 2010 compared to the three months ended June 30, 2009, while references to “Year-to-Date” refer to the nine months ended June 30, 2010 compared to the nine months ended June 30, 2009.
Outlook
On July 23, 2010, the Company updated its fiscal 2010 guidance. The Company expects fiscal 2010 net sales to increase to $33.5 billion, which would represent an 18% increase from prior year net sales, based on anticipated higher vehicle production, increased power solutions aftermarket volumes and year over year growth in building efficiency. Automotive experience segment margins for fiscal 2010 are expected to be 3.6% — 3.7%, building efficiency segment margins are expected to be 5.2% — 5.4% and power solutions segment margins are expected to be 12.6% — 12.8%. Earnings, excluding the impact of one-time tax items, are expected to increase to approximately $1.95 per diluted share, which is higher than fiscal 2009, primarily based on profitable conversion of increased net sales.
Liquidity and Capital Resources
The Company believes its capital resources and liquidity position at June 30, 2010 are adequate to meet projected needs. The Company believes requirements for working capital, capital expenditures, dividends, minimum pension contributions, debt maturities and any potential acquisitions in fiscal 2010 will continue to be funded from operations, supplemented by short- and long-term borrowings, if required. The Company currently manages its short-term debt position in the U.S. and euro commercial paper markets and bank loan markets. The Company continues to adjust its commercial paper maturities and issuance levels given market reactions to industry events and changes in the Company’s credit rating. In the event the Company is unable to issue commercial paper, it would have the ability to draw on its $2.05 billion revolving credit facility, which extends until December 2011. The Company does not have any significant debt maturities until the second quarter of fiscal 2011. As such, the Company believes it has sufficient financial resources to fund operations and meet its obligations for the foreseeable future.
The Company’s debt financial covenants require a minimum consolidated shareholders’ equity attributable to Johnson Controls, Inc. of at least $1.31 billion at all times and allow a maximum aggregated amount of 10% of consolidated shareholders’ equity attributable to Johnson Controls, Inc. for liens and pledges. For purposes of calculating the Company’s covenants, consolidated shareholders’ equity attributable to Johnson Controls, Inc. is calculated without giving effect to (i) the application of Accounting Standards Codification (ASC) 715-60, “Defined Benefit Plans - Other Postretirement,” or (ii) the cumulative foreign currency translation adjustment. As of June 30, 2010, consolidated shareholders’ equity attributable to Johnson Controls, Inc. as defined per the Company’s debt financial covenants was $9.4 billion and there were no outstanding amounts for liens and pledges. The Company expects to remain in compliance with all covenants and other requirements set forth in its credit agreements and indentures for the foreseeable future. None of the Company’s debt agreements limit access to stated borrowing levels or require accelerated repayment in the event of a decrease in the Company’s credit rating.
The key financial assumptions used in calculating the pension liability are determined annually, or whenever plan assets and liabilities are re-measured as required under accounting principles generally accepted in the U.S., including the expected rate of return on our plan assets. The Company’s most recent actuarial valuation utilized an expected rate of return of 8.5% and an average of 6.0% for U.S. and non-U.S. plans, respectively. Any differences between actual results and the expected long-term asset returns will be reflected in other comprehensive income and amortized to pension expense in future years. During the first nine months of fiscal 2010, the Company has made approximately $224 million in total pension contributions. The Company expects to contribute approximately $300 million in cash to its defined benefit pension plans in fiscal 2010.

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Segment Analysis
Management evaluates the performance of its business units based primarily on segment income, which is defined as income from continuing operations before income taxes and noncontrolling interests excluding net financing charges and restructuring costs.
Summary
                                                 
    Three Months Ended           Nine Months Ended    
    June 30,           June 30,    
(in millions)   2010   2009   Change   2010   2009   Change
Net sales
  $ 8,540     $ 6,979       22 %   $ 25,265     $ 20,630       22 %
Segment income
    496       282       76 %     1,329       (147 )       *
 
*   Measure not meaningful
     Three Months:
    The $1.6 billion increase in consolidated net sales was primarily due to higher sales in the automotive experience business ($1.3 billion) as a result of increased industry production levels by our major original equipment manufacturers (OEM’s), higher sales volumes in the power solutions business ($255 million) and higher global workplace solutions, rest of world and unitary products demand in the building efficiency business ($118 million), partially offset by lower sales volumes in the other building efficiency businesses ($81 million) and the unfavorable impact of foreign currency translation ($62 million).
 
    The $214 million increase in segment income was primarily due to higher volumes in the automotive experience and power solutions businesses, favorable operating costs in the automotive experience North America and Europe segments and favorable overall margin rates in the building efficiency business, partially offset by higher selling, general and administrative expenses and the unfavorable effects of foreign currency translation ($10 million).
     Year-to-Date:
    The $4.6 billion increase in consolidated net sales was primarily due to higher sales in the automotive experience business ($3.7 billion) as a result of increased industry production levels by our major OEM’s, the favorable impact of foreign currency translation ($670 million), higher sales volumes in the power solutions business ($587 million) and higher global workplace solutions and unitary products demand in the building efficiency business ($292 million), partially offset by lower sales volumes in the other building efficiency businesses ($615 million).
 
    The $1.5 billion increase in segment income was primarily due to higher volumes in the automotive experience and power solutions businesses, favorable operating and purchasing costs in the automotive experience North America and Europe segments, favorable overall margin rates in the building efficiency business, impairment charges recorded in the prior year on an equity investment in the building efficiency North America unitary products segment ($152 million), fixed asset impairment charges recorded in the prior year in the automotive experience North America and Europe segments ($77 million and $33 million, respectively) and the favorable effects of foreign currency translation ($14 million), partially offset by lower overall volumes in the building efficiency businesses and higher selling, general and administrative expenses.

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Building Efficiency — Net Sales
                                                 
    Net Sales             Net Sales        
    Three Months Ended             Nine Months Ended        
    June 30,             June 30,        
(in millions)   2010     2009     Change     2010     2009     Change  
North America systems
  $ 551     $ 563       -2 %   $ 1,552     $ 1,671       -7 %
North America service
    531       552       -4 %     1,505       1,610       -7 %
North America unitary products
    243       227       7 %     574       477       20 %
Global workplace solutions
    787       708       11 %     2,404       2,095       15 %
Europe
    457       517       -12 %     1,409       1,587       -11 %
Rest of world
    648       600       8 %     1,764       1,779       -1 %
 
                                   
 
  $ 3,217     $ 3,167       2 %   $ 9,208     $ 9,219       0 %
 
                                   
Three Months:
    The decrease in North America systems was primarily due to lower volumes of equipment in the commercial construction and replacement markets ($17 million) partially offset by the favorable impact from foreign currency translation ($5 million).
 
    The decrease in North America service was primarily due to lower truck-based business ($58 million) partially offset by higher volumes in energy solutions ($31 million) and the favorable impact of foreign currency translation ($6 million).
 
    The increase in North America unitary products was primarily due to recovery in the U.S. residential market ($14 million) and the favorable impact of foreign currency translation ($2 million).
 
    The increase in global workplace solutions was primarily due to the impact of increased demand from existing and new customers ($72 million) and the favorable impact of foreign currency translation ($7 million).
 
    The decrease in Europe was primarily due to lower volumes across the region ($37 million) and the unfavorable impact of foreign currency translation ($23 million).
 
    The increase in rest of world was primarily due to volume increases in the Latin America ($18 million), Asia ($16 million) and Middle East ($3 million) and the favorable impact of foreign currency translation ($16 million), partially offset by volume decreases in other global businesses ($5 million).
Year-to-Date:
    The decrease in North America systems was primarily due to lower volumes of control systems and equipment in the commercial construction and replacement markets ($137 million) partially offset by the favorable impact from foreign currency translation ($18 million).
 
    The decrease in North America service was primarily due to lower truck-based business ($156 million) partially offset by higher volumes in energy solutions ($31 million) and the favorable impact of foreign currency translation ($20 million).
 
    The increase in North America unitary products was primarily due to increases in the U.S. residential market ($91 million) and the favorable impact of foreign currency translation ($6 million).
 
    The increase in global workplace solutions was primarily due to the impact of increased demand from existing and new customers ($201 million) and the favorable impact of foreign currency translation ($108 million).
 
    The decrease in Europe was primarily due to lower volumes across the region ($269 million) partially offset by the favorable impact of foreign currency translation ($91 million).

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    The decrease in rest of world was primarily due to volume decreases in Middle East ($39 million), Latin America ($25 million) and other global businesses ($23 million), partially offset by favorable impact of foreign currency translation ($69 million) and volume increases in Asia ($3 million).
Building Efficiency — Segment Income
                                                 
    Segment Income             Segment Income        
    Three Months Ended             Nine Months Ended        
    June 30,             June 30,        
(in millions)   2010     2009     Change     2010     2009     Change  
North America systems
  $ 74     $ 63       17 %   $ 180     $ 173       4 %
North America service
    20       58       -66 %     42       129       -67 %
North America unitary products
    16       (2 )       *     23       (227 )       *
Global workplace solutions
    12       10       20 %     27       24       13 %
Europe
    2       12       -83 %     (14 )     36         *
Rest of world
    66       49       35 %     140       124       13 %
 
                                   
 
  $ 190     $ 190       0 %   $ 398     $ 259       54 %
 
                                   
 
*   Measure not meaningful
Three Months:
    The increase in North America systems was primarily due to favorable margin rates ($14 million) and the favorable impact of foreign currency translation ($1 million), partially offset by lower volumes ($4 million).
 
    The decrease in North America service was primarily due to information technology implementation costs ($15 million), lower volumes in truck-based services ($10 million), higher selling, general and administrative expenses ($7 million) related in part to investments in energy solutions and unfavorable margin rates ($5 million), partially offset by the favorable impact of foreign currency translation ($1 million).
 
    The increase in North America unitary products was primarily due to favorable volumes and margin rates ($22 million), partially offset by higher selling, general, and administrative expenses ($3 million).
 
    The increase in global workplace solutions was primarily due to higher volumes ($6 million) partially offset by unfavorable margin rates ($4 million).
 
    The decrease in Europe was primarily due to lower sales volumes ($11 million), higher selling, general and administrative expenses ($1 million) and the unfavorable impact of foreign currency translation ($1 million), partially offset by favorable margin rates ($3 million).
 
    The increase in rest of world was primarily due to favorable margin rates ($16 million) and higher volumes ($8 million), partially offset by higher selling, general and administrative expenses ($6 million) as a result of investments in emerging markets and engineering and the unfavorable impact of foreign currency translation ($2 million).
Year-to-Date:
    The increase in North America systems was primarily due to favorable margin rates ($28 million), lower selling, general and administrative expenses ($12 million) and the favorable impact of foreign currency translation ($3 million), partially offset by lower volumes ($25 million) and reserves for existing customers ($11 million).
 
    The decrease in North America service was primarily due to inventory adjustments and information technology implementation costs ($43 million), lower volumes in truck-based services ($34 million),

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unfavorable margin rates ($5 million) and higher selling, general and administrative expenses ($3 million), partially offset by the favorable impact of foreign currency translation ($2 million).
    The increase in North America unitary products was primarily due to impairment charges recorded on an equity investment in the prior year first quarter ($152 million), favorable volumes and margin rates ($67 million), prior year inventory related charges ($20 million) and lower selling, general, and administrative expenses ($9 million).
 
    The increase in global workplace solutions was primarily due to higher volumes ($13 million) and the favorable impact of foreign currency translation ($2 million), partially offset by unfavorable margin rates ($7 million) and higher selling, general, and administrative expenses ($3 million).
 
    The decrease in Europe was primarily due to lower sales volumes ($63 million) partially offset by lower selling, general and administrative expenses ($10 million) due in part to prior year restructuring, the favorable impact of foreign currency translation ($4 million) and favorable margin rates ($3 million).
 
    The increase in rest of world was primarily due to favorable margin rates ($42 million) partially offset by lower volumes ($18 million), higher selling, general and administrative expenses ($6 million) and the unfavorable impact of foreign currency translation ($2 million).
Automotive Experience — Net Sales
                                                 
    Net Sales             Net Sales        
    Three Months Ended             Nine Months Ended        
    June 30,             June 30,        
(in millions)   2010     2009     Change     2010     2009     Change  
North America
  $ 1,740     $ 988       76 %   $ 4,981     $ 3,279       52 %
Europe
    2,033       1,706       19 %     6,238       4,478       39 %
Asia
    440       262       68 %     1,263       775       63 %
 
                                   
 
  $ 4,213     $ 2,956       43 %   $ 12,482     $ 8,532       46 %
 
                                   
Three Months:
    The increase in North America was primarily due to higher industry production volumes by all of the Company’s major OEM customers ($778 million) partially offset by commercial settlements and pricing ($26 million).
 
    The increase in Europe was primarily due to higher production volumes and new customer awards ($434 million) partially offset by the unfavorable impact of foreign currency translation ($93 million) and unfavorable commercial settlements and pricing ($14 million).
 
    The increase in Asia was primarily due to higher production volumes in Japan and Korea ($159 million) and the favorable impact of foreign currency translation ($19 million).
Year-to-Date:
    The increase in North America was primarily due to higher industry production volumes by all of the Company’s major OEM customers ($1.7 billion).
 
    The increase in Europe was primarily due to higher production volumes and new customer awards ($1.6 billion) and the favorable impact of foreign currency translation ($158 million).
 
    The increase in Asia was primarily due to higher production volumes in Japan, Korea, Thailand and China ($397 million) and the favorable impact of foreign currency translation ($91 million).

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Automotive Experience — Segment Income
                                                 
    Segment Income             Segment Income        
    Three Months Ended             Nine Months Ended        
    June 30,             June 30,        
(in millions)   2010     2009     Change     2010     2009     Change  
North America
  $ 97     $ (34 )       *   $ 293     $ (370 )       *
Europe
    49       3         *     110       (238 )       *
Asia
    25       17       47 %     78       (10 )       *
 
                                   
 
  $ 171     $ (14 )       *   $ 481     $ (618 )       *
 
                                   
 
*   Measure not meaningful
Three Months:
    The increase in North America was primarily due to higher industry production volumes ($157 million), favorable operating costs ($33 million) and higher equity income ($4 million), partially offset by higher engineering expenses ($30 million), purchasing and commercial costs ($28 million) and higher selling, general and administrative costs ($5 million).
 
    The increase in Europe was primarily due to higher production volumes ($71 million), favorable operating costs ($16 million) and favorable purchasing costs ($6 million), partially offset by higher prior year commercial recoveries ($23 million), the unfavorable impact of foreign currency translation ($11 million), higher engineering expenses ($8 million) and higher selling, general and administrative costs ($5 million).
 
    The increase in Asia was primarily due to higher production volumes ($18 million) and higher equity income at our joint ventures mainly in China ($11 million), partially offset by an impairment charge on a headquarters building in Japan ($11 million), commercial costs ($6 million) and higher selling, general and administrative costs ($3 million).
Year-to-Date:
    The increase in North America was primarily due to higher industry production volumes ($366 million), favorable operating costs ($145 million), favorable purchasing and commercial costs ($89 million), an impairment charge on fixed assets recorded in the prior year first quarter ($77 million) and higher equity income ($26 million), partially offset by higher engineering expenses ($30 million) and higher selling, general and administration costs ($13 million).
 
    The increase in Europe was primarily due to higher production volumes ($260 million), favorable purchasing costs ($61 million), favorable operating costs ($57 million) and an impairment charge on fixed assets recorded in the prior year first quarter ($33 million), partially offset by higher prior year commercial recoveries ($43 million), higher engineering expenses ($17 million) and the unfavorable impact of foreign currency translation ($2 million).
 
    The increase in Asia was primarily due to higher equity income at our joint ventures mainly in China ($56 million), higher production volumes ($54 million) and the favorable impact of foreign currency translation ($1 million), partially offset by an impairment charge on a headquarters building in Japan ($11 million), commercial costs ($6 million) and higher selling, general and administrative costs ($3 million).

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Power Solutions
                                                 
    Three Months Ended           Nine Months Ended    
    June 30,           June 30,    
(in millions)   2010   2009   Change   2010   2009   Change
Net sales
  $ 1,110     $ 856       30 %   $ 3,575     $ 2,879       24 %
Segment income
    135       106       27 %     450       212         *
 
*   Measure not meaningful
     Three Months:
    Net sales increased primarily due to higher sales volumes ($142 million) and the impact of higher lead costs on pricing ($114 million), partially offset by unfavorable price/product mix ($1 million) and the unfavorable impact of foreign currency translation ($1 million).
 
    Segment income increased primarily due to higher sales volumes ($32 million), prior year disposal of a former manufacturing facility in Europe and other assets ($15 million), and the favorable impact of foreign currency translation ($2 million), partially offset by higher selling, general and administrative costs ($14 million) and unfavorable net lead and other commodity costs net of pricing ($8 million).
     Year-to-Date:
    Net sales increased primarily due to higher sales volumes ($362 million), the impact of higher lead costs on pricing ($227 million) and the favorable impact of foreign currency translation ($109 million), partially offset by unfavorable price/product mix ($2 million).
 
    Segment income increased primarily due to higher sales volumes ($142 million), prior year disposal of a former manufacturing facility in Europe and other assets ($15 million), the favorable impact of foreign currency translation ($6 million) and favorable net lead and other commodity costs net of pricing ($110 million), which includes a prior year $62 million out of period adjustment as discussed in Note 1, “Financial Statements,” to the financial statements. Partially offsetting these factors were higher selling, general and administrative costs ($39 million).
Restructuring Costs
To better align the Company’s cost structure with global automotive market conditions, the Company committed to a restructuring plan (2009 Plan) in the second quarter of fiscal 2009 and recorded a $230 million restructuring charge. The restructuring charge relates to cost reduction initiatives in the Company’s automotive experience, building efficiency and power solutions businesses and includes workforce reductions and plant consolidations. The Company expects to substantially complete the 2009 Plan by the end of 2010. The automotive-related restructuring actions target excess manufacturing capacity resulting from lower industry production in the European, North American and Japanese automotive markets. The restructuring actions in building efficiency are primarily in Europe where the Company is centralizing certain functions and rebalancing its resources to target the geographic markets with the greatest potential growth. Power solutions actions are focused on optimizing its manufacturing capacity as a result of lower overall demand for original equipment batteries resulting from lower vehicle production levels.
Since the announcement of the 2009 Plan in March 2009, the Company has experienced lower employee severance and termination benefit cash payouts than previously calculated for automotive experience — Europe of approximately $65 million, all of which was identified prior to the current quarter, due to favorable severance negotiations and the decision to not close previously planned plants in response to increased customer demand. The underspend of the initial 2009 Plan reserves will be utilized for additional costs to be incurred as part of power solutions, automotive experience — Europe and automotive experience — North America’s additional cost reduction initiatives. The planned workforce reductions disclosed for the 2009 Plan have been updated for the Company’s revised actions.

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To better align the Company’s resources with its growth strategies while reducing the cost structure of its global operations, the Company committed to a restructuring plan (2008 Plan) in the fourth quarter of fiscal 2008 and recorded a $495 million restructuring charge. The restructuring charge relates to cost reduction initiatives in its automotive experience, building efficiency and power solutions businesses and includes workforce reductions and plant consolidations. The Company expects to substantially complete the 2008 Plan by the end of 2011. The automotive-related restructuring is in response to the fundamentals of the European and North American automotive markets. The actions target reductions in the Company’s cost base by decreasing excess manufacturing capacity due to lower industry production and the continued movement of vehicle production to low-cost countries, especially in Europe. The restructuring actions in building efficiency are primarily in Europe where the Company is centralizing certain functions and rebalancing its resources to target the geographic markets with the greatest potential growth. Power solutions actions are focused on optimizing its regional manufacturing capacity.
Since the announcement of the 2008 Plan in September 2008, the Company has experienced lower employee severance and termination benefit cash payouts than previously calculated for building efficiency — Europe and automotive experience — Europe of approximately $95 million, all of which was identified prior to the current quarter, due to favorable severance negotiations, individuals transferred to open positions within the Company and changes in cost reduction actions from plant consolidation to downsizing of operations. The underspend of the initial 2008 Plan will be utilized for similar additional restructuring actions committed to be performed during fiscal 2010 and 2011. The underspend experienced by building efficiency — Europe will be utilized for workforce reductions and plant consolidations in building efficiency — Europe. The underspend experienced by automotive experience — Europe will be utilized for additional plant consolidations for automotive experience — North America and workforce reductions in building efficiency - Europe. The planned workforce reductions disclosed for the 2008 Plan have been updated for the Company’s revised actions.
The 2008 and 2009 Plans include workforce reductions of approximately 20,700 employees (9,300 for automotive experience — North America, 5,700 for automotive experience — Europe, 1,100 for automotive experience — Asia, 400 for building efficiency — North America, 2,700 for building efficiency — Europe, 700 for building efficiency — rest of world, and 800 for power solutions). Restructuring charges associated with employee severance and termination benefits are paid over the severance period granted to each employee and on a lump sum basis when required in accordance with individual severance agreements. As of June 30, 2010, approximately 16,200 of the employees have been separated from the Company pursuant to the 2008 and 2009 Plans. In addition, the 2008 and 2009 Plans include 33 plant closures (14 for automotive experience — North America, 11 for automotive experience — Europe, 3 for automotive experience — Asia, 1 for building efficiency - North America, 1 for building efficiency — rest of world, and 3 for power solutions). As of June 30, 2010, 22 of the 33 plants have been closed. The restructuring charge for the impairment of long-lived assets associated with the plant closures was determined using fair value based on a discounted cash flow analysis.
Net Financing Charges
                                                 
    Three Months Ended           Nine Months Ended    
    June 30,           June 30,    
(in millions)   2010   2009   Change   2010   2009   Change
Net financing charges
  $ 39     $ 65       -40 %   $ 117     $ 167       -30 %
  The decrease in net financing charges for the three and nine month periods ended June 30, 2010 was primarily due to lower debt levels, including the conversion of the Company’s convertible senior notes and Equity Units in September 2009, and lower interest rates in the current periods.

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Provision for Income Taxes
                                 
    Three Months Ended   Nine Months Ended
    June 30,   June 30,
(in millions)   2010   2009   2010   2009
Tax provision
  $ 31     $ 50     $ 123     $ 109  
Effective tax rate
    6.8 %     23.0 %     10.2 %     -20.0 %
Estimated annual base effective tax rate
    18.0 %     27.0 %     18.0 %     27.0 %
  In calculating the provision for income taxes, the Company uses an estimate of the annual effective tax rate based upon the facts and circumstances known at each interim period. On a quarterly basis, the annual effective tax rate is adjusted, as appropriate, based upon changed facts and circumstances, if any, as compared to those forecasted at the beginning of the fiscal year and each interim period thereafter.
 
  In the current fiscal quarter, the Company’s estimated annual effective income tax rate for continuing operations remained at 18%.
 
  In the third quarter of fiscal 2010, the Company determined that it was more likely than not that the deferred tax assets within a Slovakia automotive entity would be utilized. Therefore, the Company released $13 million of valuation allowances in the three month period ended June 30, 2010.
 
  Based on recently published case law in a non-U.S. jurisdiction and the settlement of a tax audit during the third quarter of fiscal 2010, the Company released net $38 million of reserves for uncertain tax positions, including interest and penalties.
 
  In the second quarter of fiscal 2010, the Company recorded a noncash charge of approximately $18 million due to law changes related to the tax treatment of the Medicare Part D subsidy due to passage of comprehensive health care reform legislation under the Patient Protection and Affordable Care Act (HR3590).
 
  In the first quarter of fiscal 2010, the Company determined that it is more likely than not that a portion of the deferred tax assets in Brazil would be utilized. Therefore, the Company released $69 million of valuation allowances. This was comprised of a $93 million decrease in income tax expense offset by a $24 million reduction in cumulative translation adjustments.
 
  As a result of certain recent events related to prior year tax planning initiatives, during the first quarter of fiscal 2010, the Company increased the reserve for uncertain tax positions by $31 million, including $26 million of interest and penalties, which impacts the effective tax rate.
 
  In the third quarter of fiscal 2009, the Company decreased its estimated annual effective income tax rate for continuing operations from 31% to 27%, primarily due to a geographical shift in income and global tax planning initiatives. Because there was a cumulative year-to-date loss, this created a tax expense increase of $11 million in the third quarter of fiscal 2009 after applying the new effective rate to the provision in the prior two quarters.
 
  In the third quarter of fiscal 2009, the Company performed an analysis of its worldwide deferred tax assets. As a result, and after considering tax planning initiatives and other positive and negative evidence, the Company determined that it was more likely than not that a portion of the deferred tax assets within the Brazil power solutions entity would be utilized. Therefore, the Company released $10 million of valuation allowances in the three month period ended June 30, 2009. This was comprised of a $3 million decrease in income tax expense with the remaining amount impacting the statement of financial position.
 
  In the third quarter of fiscal 2009, as a result of various entities exiting business in certain jurisdictions and certain recent events related to prior tax planning initiatives, the Company reduced the reserve for uncertain tax positions by $33 million. This was comprised of a $17 million decrease to tax expense and a $16 million decrease to goodwill.
 
  In the second quarter of fiscal 2009, the Company performed an analysis of its worldwide deferred tax assets. As a result, and after considering tax planning initiatives and other positive and negative evidence, the

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    Company determined that it was more likely than not that the deferred tax asset associated with a capital loss would be utilized. Therefore, the Company released $45 million of valuation allowances against the income tax provision in the three month period ended March 31, 2009.
 
  In the second quarter of fiscal 2009, the Company recorded a $27 million discrete period tax adjustment related to second quarter restructuring costs using a blended statutory tax rate of 19.2%.
 
  In the second quarter of fiscal 2009, the Company filed a claim for refund with the Internal Revenue Service related to interest computations of prior tax payments and refunds. The refund claim resulted in a tax provision decrease of $6 million.
 
  In the second quarter of fiscal 2009, the tax provision decreased as a result of $30 million tax benefit realized by a change in tax status of a French subsidiary.
 
  In the first quarter of fiscal 2009, the Company performed an analysis of its worldwide deferred tax assets. As a result of the rapid deterioration of operating results in various jurisdictions including France, Mexico, Spain and the United Kingdom, it was determined that it was more likely than not that the deferred tax assets would not be utilized. Therefore, the Company recorded a $300 million valuation allowance as income tax expense.
 
  In the first quarter of fiscal 2009, the Company recorded a $30 million discrete period tax adjustment related to first quarter 2009 impairment costs using a blended statutory tax rate of 12.6%. Due to the tax rate change in the second quarter of fiscal 2009, the discrete period tax adjustment increased by $18 million for a total tax adjustment of the six months ended March 31, 2009 of $48 million.
Income Attributable to Noncontrolling Interests
                                                 
    Three Months Ended           Nine Months Ended    
    June 30,           June 30,    
(in millions)   2010   2009   Change   2010   2009   Change
Income (loss) attributable to noncontrolling interests
  $    8     $    4       100 %   $    47     $ (15 )     *  
 
*   Measure not meaningful
  The increase in income attributable to noncontrolling interests for the three and nine month periods ended June 30, 2010 was primarily due to earnings at certain automotive experience joint ventures in North America and Asia.
Net Income Attributable to Johnson Controls, Inc.
                                                 
    Three Months Ended           Nine Months Ended    
    June 30,           June 30,    
(in millions)   2010   2009   Change   2010   2009   Change
Net income (loss) attributable to Johnson Controls, Inc.
  $    418     $    163       *     $    1,042     $ (638 )     *  
 
*   Measure not meaningful
  The increase in net income attributable to Johnson Controls, Inc. for the three months ended June 30, 2010 was primarily due to higher volumes in the automotive experience and power solutions businesses, favorable operating costs in the automotive experience North America and Europe segments, favorable overall margin rates in the building efficiency business, lower net financing charges and a decrease in the provision for income taxes, partially offset by higher selling, general and administrative expenses, higher income attributable to noncontrolling interests and the unfavorable effects of foreign currency translation.

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  The increase in net income attributable to Johnson Controls, Inc. for the nine months ended June 30, 2010 was primarily due to higher volumes in the automotive experience and power solutions businesses, favorable operating and purchasing costs in the automotive experience North America and Europe segments, favorable overall margin rates in the building efficiency business, impairment charges recorded in the prior year on an equity investment in the building efficiency North America unitary products segment, fixed asset impairment charges recorded in the prior year in the automotive experience North America and Europe segments, restructuring charges recorded in the prior year, lower net financing charges and the favorable effects of foreign currency translation, partially offset by lower overall volumes in the building efficiency business, higher selling, general and administrative expenses, an increase in the provision for income taxes and higher income attributable to noncontrolling interests.
Backlog
Building efficiency’s backlog relates to its control systems and service activity. At June 30, 2010, the unearned backlog was $4.4 billion, or a 1% increase compared to June 30, 2009 including and excluding the minimal negative impact of foreign currency. The North America systems, North America service and rest of world backlog increased compared to prior year levels, while there was a decline in Europe.
Financial Condition
Working Capital
                                         
    June 30,   September 30,           June 30,    
(in millions)   2010   2009   Change   2009   Change
Working capital
  $ 905     $ 1,147       -21 %   $ 1,030       -12 %
 
Accounts receivable
    5,452       5,528       -1 %     4,910       11 %
Inventories
    1,644       1,521       8 %     1,561       5 %
Accounts payable
    4,874       4,434       10 %     3,741       30 %
  The Company defines working capital as current assets less current liabilities, excluding cash, short-term debt, the current portion of long-term debt and net assets of discontinued operations. Management believes that this measure of working capital, which excludes financing-related items and discontinued activities, provides a more useful measurement of the Company’s operating performance.
 
  The decrease in working capital as compared to September 30, 2009 was primarily due to lower accounts receivable from improved collections and higher accounts payable primarily due to increased purchasing activity, partially offset by higher inventory levels to support higher sales and a decrease in restructuring reserves. Compared to June 30, 2009, the decrease was primarily due to higher accounts payable primarily due to increased purchasing activity partially offset by higher accounts receivable from higher sales, higher inventory levels to support higher sales and a decrease in restructuring reserves.
 
  The Company’s days sales in accounts receivable for the three months ended June 30, 2010 were 54, lower than 58 for the comparable periods ended September 30, 2009 and June 30, 2009. The decrease in accounts receivable compared to September 30, 2009 was primarily due to improved collections. The increase in accounts receivable compared to June 30, 2009 was primarily due to higher sales volumes in the current quarter as compared to the same quarter in the prior year. There has been no significant adverse change in the level of overdue receivables or changes in revenue recognition methods.
 
  The Company’s inventory turns for the three months ended June 30, 2010 were consistent with the period ended September 30, 2009. Inventory turns were higher compared to the three months ended June 30, 2009, primarily due to increased sales volumes and improvements in inventory management.
 
  Days in accounts payable at June 30, 2010 decreased to 69 days from 72 days at September 30, 2009 and 71 days at June 30, 2009 primarily due to the timing of supplier payments.

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Cash Flows
                                 
    Three Months Ended   Nine Months Ended
    June 30,   June 30,
(in millions)   2010   2009   2010   2009
Cash provided by operating activities
  $ 427     $ 494     $ 1,448     $ 359  
Cash used by investing activities
    (285 )     (139 )     (655 )     (674 )
Cash provided (used) by financing activities
    (4 )     (123 )     (646 )     474  
Capital expenditures
    (215 )     (103 )     (526 )     (529 )
  The decrease in cash provided by operating activities for the three months ended June 30, 2010 was primarily due to unfavorable working capital changes in accounts receivable and inventory, partially offset by higher net income attributable to Johnson Controls, Inc. and favorable working capital changes in accounts payable. The increase in cash provided by operating activities for the nine months ended June 30, 2010 was primarily due to higher net income attributable to Johnson Controls, Inc. and favorable working capital changes in accounts payable and accrued income taxes, partially offset by unfavorable working capital changes in accounts receivable, inventory and restructuring reserves.
 
  The increase in cash used by investing activities for the three months ended June 30, 2010 was primarily due to higher capital expenditures, acquisition of businesses and an increase in long-term investments in the current period. For the nine months ended June 30, 2010, the decrease in cash used by investing activities was primarily due to a decrease in long-term investments and increase in sales of property, plant and equipment in the current period, partially offset by the impact of settlement of cross-currency interest rate swaps in the prior year.
 
  The decrease in cash used by financing activities for the three months ended June 30, 2010 was primarily due to the translation of foreign denominated cash balances. The increase in cash used by financing activities for the nine months ended June 30, 2010 was primarily due to a decrease in overall debt levels.
 
  The increase in capital expenditures for the three months ended June 30, 2010 and the decrease in capital expenditures for the nine months ended June 30, 2010 were primarily due to the timing of payments for investments made across the businesses.
Deferred Taxes
The Company reviews its deferred tax asset valuation allowances on a quarterly basis. In determining the potential need for a valuation allowance, the historical and projected financial results of the legal entity or consolidated group recording the net deferred tax asset is considered, along with any other positive or negative evidence. Since future financial results may differ from previous estimates, periodic adjustments to the Company’s valuation allowances may be necessary.
The Company has certain subsidiaries, mainly located in France, Italy, Mexico, Spain, United Kingdom and the United States, which have generated operating and/or capital losses and, in certain circumstances, have limited loss carry forward periods. In accordance with ASC 740, “Income Taxes,” the Company is required to record a valuation allowance when it is more likely than not the Company will not utilize deductible amounts or net operating losses for each legal entity or consolidated group based on the tax rules in the applicable jurisdiction, evaluating both positive and negative historical evidences as well as expected future events and tax planning strategies.
In the third quarter of fiscal 2010, the Company performed an analysis of its worldwide deferred tax assets. As a result, and after considering tax planning initiatives and other positive and negative evidence, the Company determined that it was more likely than not that the deferred tax assets within a Slovakia automotive entity would be utilized. Therefore, the Company released $13 million of valuation allowances in the three month period ended June 30, 2010.
In the first quarter of fiscal 2010, the Company determined that it is more likely than not that a portion of the deferred tax assets within the Brazil automotive entity would be utilized. Therefore, the Company released $69 

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million of valuation allowances. This was comprised of a $93 million decrease in income tax expense offset by a $24 million reduction in cumulative translation adjustments.
In the third quarter of fiscal 2009, the Company performed an analysis of its worldwide deferred tax assets. As a result, and after considering tax planning initiatives and other positive and negative evidence, the Company determined that it was more likely than not that a portion of the deferred tax assets within the Brazil power solutions entity would be utilized. Therefore, the Company released $10 million of valuation allowances in the three month period ended June 30, 2009. This was comprised of a $3 million decrease in income tax expense with the remaining amount impacting the condensed consolidated statement of financial position.
In the second quarter of fiscal 2009, the Company performed an analysis of its worldwide deferred tax assets. As a result, and after considering tax planning initiatives and other positive and negative evidence, the Company determined that it was more likely than not that the deferred tax asset associated with a capital loss would be utilized. Therefore the Company released $45 million of valuation allowances against the income tax provision in the three month period ended March 31, 2009.
In the first quarter of fiscal 2009, the Company performed an analysis of its worldwide deferred tax assets. As a result of the rapid deterioration in the economic environment, several jurisdictions incurred unexpected losses in the first quarter that resulted in cumulative losses over the prior three years. As a result, and after considering tax planning initiatives and other positive and negative evidence, the Company determined that it was more likely than not that the deferred tax assets would not be utilized in several jurisdictions including France, Mexico, Spain and the United Kingdom. Therefore, the Company recorded $300 million of valuation allowances as income tax expense. To the extent the Company improves its underlying operating results in these jurisdictions, these valuation allowances, or a portion thereof, could be reversed in future periods.
Long-Lived Assets
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analyses in accordance with ASC 360-10-15, “Impairment or Disposal of Long-Lived Assets.” ASC 360-10-15 requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset group is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value based on discounted cash flow analysis or appraisals.
In the third quarter of fiscal 2010, the Company concluded it had a triggering event requiring assessment of impairment of its long-lived assets due to the planned relocation of its headquarters building in Japan in the automotive experience Asia segment. As a result, the Company reviewed its long-lived assets for impairment and recorded an $11 million impairment charge within selling, general and administrative expenses in the third quarter of fiscal 2010 related to the Asia automotive experience segment. The impairment was measured under a market approach utilizing an appraisal. The inputs utilized in the analysis are classified as Level 3 inputs within the fair value hierarchy as defined in ASC 820, “Fair Value Measurements and Disclosures.”
At June 30, 2010, the Company concluded it did not have any other triggering events requiring assessment of impairment of its long-lived assets.
In the second quarter of fiscal 2010, the Company concluded it had a triggering event requiring assessment of impairment of its long-lived assets due to planned plant closures for the North America automotive experience segment. These closures are a result of the Company’s revised restructuring actions to the 2008 Plan. Refer to Note 8, “Restructuring Costs,” to the financial statements for further information regarding the 2008 Plan. As a result, the Company reviewed its long-lived assets for impairment and recorded a $19 million impairment charge in the second quarter of fiscal 2010 related to the North America automotive experience segment. This impairment charge was offset by a decrease in the Company’s restructuring reserve related to the 2008 Plan due to lower employee severance and termination benefit cash payments than previously expected, as discussed further in Note 8. The impairment was measured under an income approach utilizing forecasted discounted cash flows for fiscal 2010

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through 2014 to fair value the impaired assets. This method is consistent with the method the Company has employed in prior periods to value other long-lived assets. The inputs utilized in the discounted cash flow analysis are classified as Level 3 inputs within the fair value hierarchy as defined in ASC 820, “Fair Value Measurements and Disclosures.”
In the third quarter of fiscal 2009, the Company concluded it had a triggering event requiring assessment of impairment of its long-lived assets in light of the restructuring plans in North America announced by Chrysler LLC (Chrysler) and General Motors Corporation (GM) during the quarter as part of their bankruptcy reorganization plans. As a result, the Company reviewed its long-lived assets relating to the Chrysler and GM platforms within the North America automotive experience segment and determined no impairment existed.
In the second quarter of fiscal 2009, the Company concluded it had a triggering event requiring assessment of impairment of its long-lived assets in conjunction with its restructuring plan announced in March 2009. As a result, the Company reviewed its long-lived assets associated with the plant closures for impairment and recorded a $46 million impairment charge in the second quarter of fiscal 2009, of which $25 million related to the North America automotive experience segment, $16 million related to the Asia automotive experience segment and $5 million related to the Europe automotive experience segment. Refer to Note 8, “Restructuring Costs,” to the financial statements for further information regarding the 2009 restructuring plan. Additionally, at March 31, 2009, in conjunction with the preparation of its financial statements, the Company concluded it had a triggering event requiring assessment of its other long-lived assets within the Europe automotive experience segment due to significant declines in European automotive sales volume. As a result, the Company reviewed its other long-lived assets within the Europe automotive experience segment for impairment and determined no additional impairment existed.
At December 31, 2008, in conjunction with the preparation of its financial statements, the Company concluded it had a triggering event requiring assessment of impairment of its long-lived assets due to the significant declines in North American and European automotive sales volumes. As a result, the Company reviewed its long-lived assets for impairment and recorded a $110 million impairment charge within cost of sales in the first quarter of fiscal 2009, of which $77 million related to the North America automotive experience segment and $33 million related to the Europe automotive experience segment.
The Company reviews its equity investments for impairment whenever there is a loss in value of an investment which is other than a temporary decline. The Company conducts its equity investment impairment analyses in accordance with ASC 323, “Investments-Equity Method and Joint Ventures.” ASC 323 requires the Company to record an impairment charge for a decrease in value of an investment when the decline in the investment is considered to be other than temporary.
At December 31, 2008, in conjunction with the preparation of its financial statements, the Company concluded it had a triggering event requiring assessment of impairment of its equity investment in a 48%-owned joint venture with U.S. Airconditioning Distributors, Inc. (U.S. Air) due to the significant decline in North American residential housing construction starts, which had significantly impacted the financial results of the equity investment. The Company reviewed its equity investment in U.S. Air for impairment and as a result, recorded a $152 million impairment charge within equity income (loss) for the building efficiency North America unitary products segment in the first quarter of fiscal 2009. The U.S. Air investment balance included in the condensed consolidated statement of financial position at June 30, 2010 was $53 million. The Company does not anticipate future impairment of this investment as, based on its current forecasts, a further decline in value that is other than temporary is not considered reasonably likely to occur.
Goodwill reflects the cost of an acquisition in excess of the fair values assigned to identifiable net assets acquired. The Company reviews goodwill for impairment during the fourth fiscal quarter or more frequently if events or changes in circumstances indicate the asset might be impaired. The Company performs impairment reviews for its reporting units, which have been determined to be the Company’s reportable segments, using a fair-value method based on management’s judgments and assumptions or third party valuations. The fair value represents the amount at which a reporting unit could be bought or sold in a current transaction between willing parties on an arms-length basis. In estimating the fair value, the Company uses multiples of earnings based on the average of historical, published multiples of earnings of comparable entities with similar operations and economic characteristics. In

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certain instances, the Company uses discounted cash flow analyses to further support the fair value estimates. The estimated fair value is then compared with the carrying amount of the reporting unit, including recorded goodwill. The Company is subject to financial statement risk to the extent that the carrying amount exceeds the estimated fair value. At June 30, 2010, the Company concluded it did not have any triggering events requiring assessment of impairment of goodwill.
Capitalization
                                         
    June 30,     September 30,             June 30,        
(in millions)   2010     2009     Change     2009     Change  
Total debt
  $ 3,365     $ 3,966       -15 %   $ 4,778       -30 %
Shareholders’ equity attributable to Johnson Controls, Inc.
    9,395       9,100       3 %     8,178       15 %
 
                             
 
Total capitalization
  $ 12,760     $ 13,066       -2 %   $ 12,956       -2 %
 
                             
 
                                       
Total debt as a % of total capitalization
    26 %     30 %             37 %        
 
                                 
  In fiscal 2008, the Company entered into new committed, revolving credit facilities totaling 350 million euro with 100 million euro expiring in May 2009, 150 million euro expiring in May 2011 and 100 million euro expiring in August 2011. In May 2009, the 100 million euro revolving facility expired and the Company entered into a new one year committed, revolving credit facility in the amount of 50 million euro expiring in May 2010. In May 2010, the 50 million euro revolving facility expired and the Company entered into a new one year committed, revolving credit facility in the amount of 50 million euro expiring in May 2011. At June 30, 2010, there were no draws on the revolving credit facilities.
 
  In January 2009, the Company retired its 24 billion yen, three year, floating rate loan agreement that matured. The Company used proceeds from commercial paper issuances to repay the loan agreement.
 
  In February 2009, the Company entered into a $50 million, three year, floating rate bilateral loan agreement. The Company drew the entire amount under the loan agreement during the course of the second quarter of fiscal 2009. Also during the second quarter of fiscal 2009, the Company retired approximately $54 million in principal amount of its $800 million fixed rate bonds that mature in January 2011. The Company used proceeds from the $50 million floating rate loan agreement to retire the bonds. The Company retired the loan during the fourth quarter of fiscal 2009.
 
  In March 2009, the Company closed concurrent public offerings. The Company issued $402.5 million aggregate amount of 6.5% senior, unsecured, fixed rate convertible notes that mature September 30, 2012. The notes are convertible into shares of the Company’s common stock at a conversion rate of 89.3855 shares of common stock per $1,000 principal amount of notes, which is equal to a conversion price of approximately $11.19 per share, subject to anti-dilution adjustments. The Company also issued nine million Equity Units (the “Equity Units”) each of which has a stated amount of $50 in an aggregate principal amount of $450 million. The Equity Units consist of (i) a forward purchase contract obligating the holder to purchase from the Company for a price in cash of $50, on the purchase contract settlement date of March 31, 2012, subject to early settlement, a certain number of shares of the Company’s common stock and (ii) a 1/20, or 5%, undivided beneficial ownership interest in $1,000 principal amount of the Company’s 11.5% subordinated notes due 2042.
 
  In September 2009, the Company settled the results of its previously announced offer to exchange (a) any and all of its outstanding 6.5% convertible senior notes due 2012 for the following consideration per $1,000 principal amount of convertible senior notes: (i) 89.3855 shares of the Company’s common stock, (ii) a cash payment of $120 and (iii) accrued and unpaid interest on the convertible senior notes to, but excluding, the settlement date, payable in cash. Upon settlement of the exchange offer, approximately $400 million aggregate principal amount of convertible senior notes were exchanged for approximately 36 million shares of common stock and approximately $61 million in cash ($48 million of debt conversion payments and $13 million of accrued interest on the convertible senior notes). As a result of the exchange, in the fourth quarter of fiscal 2009 the Company recognized approximately $57 million of debt conversion expenses within its consolidated

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    statement of income which was comprised of $48 million of debt conversion costs on the exchange and a $9 million charge related to the write-off of unamortized debt issuance costs.
  In September 2009, the Company settled the results of its previously announced offer to exchange up to 8,550,000 of its nine million outstanding Equity Units in the form of Corporate Units (the “Corporate Units”) comprised of a purchase contract obligating the holder to purchase from the Company shares of its common stock and a 1/20, or 5%, undivided beneficial ownership interest in $1,000 principal amount of the Company’s 11.50% subordinated notes due 2042, for the following consideration per Corporate Unit: (i) 4.8579 shares of the Company’s common stock, (ii) a cash payment of $6.50 and (iii) a distribution consisting of the pro rata share of accrued and unpaid interest on the subordinated notes to, but excluding, the settlement date, payable in cash. Upon settlement of the exchange offer, approximately 8,082,085 Corporate Units (consisting of $404 million aggregate principal amount of outstanding 11.50% subordinated notes due 2042) were exchanged for approximately 39 million shares of common stock and approximately $65 million in cash ($52 million of debt conversion payments and $13 million of accrued interest payments on the subordinated notes). As a result of the exchange, in the fourth quarter of fiscal 2009 the Company recognized approximately $54 million of debt conversion expenses within its consolidated statement of income which was comprised of $53 million of debt conversion costs on the exchange and a $1 million charge related to the write-off of unamortized debt issuance costs.
 
  In November 2009, the Company repurchased 670 bonds ($670,000 par value) of its 6.5% convertible notes maturing September 30, 2012. The Company used cash to fund the repurchase.
 
  In December 2009, the Company repurchased an additional 1,015 bonds ($1,015,000 par value) of its 6.5% convertible notes maturing September 30, 2012. The Company used cash to fund the repurchase.
 
  In December 2009, the Company retired its 7 billion yen, three year, floating rate loan agreement that was scheduled to mature on January 18, 2011. The Company used cash to repay the note.
 
  In December 2009, the Company retired its 12 billion yen, three year, floating rate loan agreement that matured. The Company used cash to repay the note.
 
  In December 2009 the Company retired approximately $13 million in principal amount of its fixed rate bonds that was scheduled to mature on January 15, 2011. The Company used cash to fund the repurchase.
 
  In February 2010, the Company retired approximately $30 million in principal amount of its fixed rate bonds that was scheduled to mature on January 15, 2011. The Company used cash to fund the repurchase.
 
  In February 2010, the Company retired its 18 billion yen, three year, floating rate loan agreement that was scheduled to mature on January 18, 2011. The Company used cash to repay the note.
 
  In March 2010, the Company issued $500 million aggregate principal amount of 5.0% senior unsecured fixed rate notes due in fiscal 2020. Net proceeds from the issue were used for general corporate purposes including the retirement of short-term debt.
 
  In March 2010, the Company retired approximately $31 million in principal amount of its fixed rate bonds that was scheduled to mature on January 15, 2011. The Company used cash to fund the repurchase.
 
  In April 2010, a total of 200 bonds ($200,000 par value) of 6.5% convertible senior notes scheduled to mature on September 30, 2012 were redeemed for Johnson Controls, Inc. common stock.
 
  In May 2010, the Company retired approximately $18 million in principal amount of its fixed rate bonds scheduled to mature on January 15, 2011. The Company used cash to fund the repurchases.
 
  The Company also selectively makes use of short-term credit lines. The Company estimates that, as of June 30, 2010, it could borrow up to $2.0 billion at its current debt ratings on committed and uncommitted credit lines.
 
  The Company believes its capital resources and liquidity position at June 30, 2010 are adequate to meet projected needs. The Company believes requirements for working capital, capital expenditures, dividends, minimum pension contributions, debt maturities and any potential acquisitions in fiscal 2010 will continue to be funded from operations, supplemented by short- and long-term borrowings, if required. The Company currently manages its short-term debt position in the U.S. and euro commercial paper markets and bank loan markets. In the event the Company is unable to issue commercial paper, it would have the ability to draw on its $2.05

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    billion revolving credit facility, which extends until December 2011. There were no draws on the revolving credit facility as of June 30, 2010. The Company does not have any significant debt maturities until the second quarter of fiscal 2011. As such, the Company believes it has sufficient financial resources to fund operations and meet its obligations for the foreseeable future.
  The Company’s debt financial covenants require a minimum consolidated shareholders’ equity attributable to Johnson Controls, Inc. of at least $1.31 billion at all times and allow a maximum aggregated amount of 10% of consolidated shareholders’ equity attributable to Johnson Controls, Inc. for liens and pledges. For purposes of calculating the Company’s covenants, consolidated shareholders’ equity attributable to Johnson Controls, Inc. is calculated without giving effect to (i) the application of ASC 715-60, “Defined Benefit Plans- Other Postretirement,” or (ii) the cumulative foreign currency translation adjustment. As of June 30, 2010, consolidated shareholders’ equity attributable to Johnson Controls, Inc. as defined per our covenants was $9.4 billion and there were no outstanding amounts for liens and pledges. The Company expects to remain in compliance with all covenants and other requirements set forth in its credit agreements and indentures for the foreseeable future. None of the Company’s debt agreements limit access to stated borrowing levels or require accelerated repayment in the event of a decrease in the Company’s credit rating.
New Accounting Standards
In December 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-17, “Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities.” ASU No. 2009-17 changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting should be consolidated. The determination of whether a company is required to consolidate an entity is based on, among other things, an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. This statement is effective for the Company beginning in the first quarter of fiscal 2011 (October 1, 2010). The Company is assessing the potential impact that the adoption of ASU No. 2009-17 will have on its consolidated financial condition and results of operations.
In October 2009, the FASB issued ASU No. 2009-13, “Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements — a consensus of the FASB Emerging Issues Task Force.” ASU No. 2009-13 establishes the accounting and reporting guidance for arrangements under which a vendor will perform multiple revenue-generating activities. Specifically, this ASU addresses how to separate deliverables and how to measure and allocate arrangement consideration to one or more units of accounting. This guidance will be effective for the Company beginning in the first quarter of fiscal 2011 (October 1, 2010) and, when adopted, will change the Company’s accounting treatment for multiple-element revenue arrangements on a prospective basis. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial condition and results of operations.
In December 2008, the FASB issued guidance on an employer’s disclosures about plan assets of a defined benefit pension plan. The guidance requires enhanced transparency surrounding the types of plan assets and associated risks, as well as disclosure of information about fair value measurements of plan assets. This guidance is included in ASC 715, “Compensation — Retirement Benefits,” and is effective for the Company for the fiscal year ending September 30, 2010. The adoption of this guidance will have no impact on the Company’s consolidated financial condition and results of operations.
In December 2007, the FASB issued guidance changing the accounting for business combinations in a number of areas including the treatment of contingent consideration, preacquisition contingencies, transaction costs, in-process research and development and restructuring costs. In addition, under this guidance changes in an acquired entity’s deferred tax assets and uncertain tax positions after the measurement period will impact income tax expense. This guidance is included in ASC 805, “Business Combinations,” and was adopted by the Company in the first quarter of fiscal 2010 (October 1, 2009). This guidance changes the Company’s accounting treatment for business combinations on a prospective basis.
In December 2007, the FASB issued guidance changing the accounting and reporting for minority interests, which are recharacterized as noncontrolling interests and classified as a component of equity. This new consolidation method changes the accounting for transactions with minority interest holders. This guidance is included in ASC

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810, “Consolidation,” and was adopted by the Company in the first quarter of fiscal 2010 (October 1, 2009). The adoption of this guidance did not have a material impact on the Company’s consolidated financial condition and results of operations. Refer to Note 14, “Equity and Noncontrolling Interests,” to the financial statements for further discussion.
In September 2006, the FASB issued guidance that defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This guidance also establishes a fair value hierarchy that prioritizes information used in developing assumptions when pricing an asset or liability. This guidance is included in ASC 820, “Fair Value Measurements and Disclosures.” The Company adopted this guidance effective October 1, 2008. In February 2008, the FASB delayed the effective date of this guidance for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed in the financial statements on a nonrecurring basis to fiscal years beginning after November 15, 2008. The provisions of this guidance for nonfinancial assets and nonfinancial liabilities were effective for the Company in the first quarter of fiscal 2010 (October 1, 2009) and will be applied prospectively to fair value assessments such as the Company’s long-lived asset impairment analyses. Refer to Note 17, “Impairment of Long-Lived Assets,” to the financial statements for further discussion.
Other Financial Information
The interim financial information included in this Quarterly Report on Form 10-Q has not been audited by PricewaterhouseCoopers LLP (PwC). PwC has, however applied limited review procedures in accordance with professional standards for reviews of interim financial information. Accordingly, you should restrict your reliance on their reports on such information. PwC is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their reports on the interim financial information because such reports do not constitute “reports” or “parts” of the registration statements prepared or certified by PwC within the meaning of Sections 7 and 11 of the Securities Act of 1933.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of June 30, 2010, the Company had not experienced any adverse changes in market risk exposures that materially affected the quantitative and qualitative disclosures presented in the Company’s Annual Report on Form 10-K for the year ended September 30, 2009.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act). Based upon their evaluation of these disclosure controls and procedures, the principal executive officer and principal financial officer concluded that the disclosure controls and procedures were effective as of June 30, 2010 to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms, and to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding disclosure.
Changes in Internal Control Over Financial Reporting
There have been no significant changes in the Company’s internal control over financial reporting during the three months ended June 30, 2010 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As noted in Item 1 to the Company’s Annual Report on Form 10-K for the year ended September 30, 2009, liabilities potentially arise globally under various environmental laws and worker safety laws for activities that are not in compliance with such laws and for the cleanup of sites where Company-related substances have been released into the environment.
Currently, the Company is responding to allegations that it is responsible for performing environmental remediation, or for the repayment of costs spent by governmental entities or others performing remediation, at approximately 46 sites in the United States. Many of these sites are landfills used by the Company in the past for the disposal of waste materials; others are secondary lead smelters and lead recycling sites where the Company returned lead-containing materials for recycling; a few involve the cleanup of Company manufacturing facilities; and the remaining fall into miscellaneous categories. The Company may face similar claims of liability at additional sites in the future. Where potential liabilities are alleged, the Company pursues a course of action intended to mitigate them.
The Company accrues for potential environmental losses in a manner consistent with accounting principles generally accepted in the United States; that is, when it is probable a loss has been incurred and the amount of the loss is reasonably estimable. The Company reviews the status of its environmental sites on a quarterly basis and adjusts its reserves accordingly. Such potential liabilities accrued by the Company do not take into consideration possible recoveries of future insurance proceeds. They do, however, take into account the likely share other parties will bear at remediation sites. It is difficult to estimate the Company’s ultimate level of liability at many remediation sites due to the large number of other parties that may be involved, the complexity of determining the relative liability among those parties, the uncertainty as to the nature and scope of the investigations and remediation to be conducted, the uncertainty in the application of law and risk assessment, the various choices and costs associated with diverse technologies that may be used in corrective actions at the sites, and the often quite lengthy periods over which eventual remediation may occur. Nevertheless, the Company has no reason to believe at the present time that any claims, penalties or costs in connection with known environmental matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows.
The Company is involved in a number of product liability and various other lawsuits incident to the operation of its businesses. Insurance coverages are maintained and estimated costs are recorded for claims and lawsuits of this nature. It is management’s opinion that none of these will have a material adverse effect on the Company’s financial position, results of operations or cash flows. Costs related to such matters were not material to the periods presented.
ITEM 1A. RISK FACTORS
There have been no material changes to the disclosure regarding risk factors presented in Item 1A to the Company’s Annual Report on Form 10-K for the year ended September 30, 2009.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In September 2006, the Company’s Board of Directors authorized a stock repurchase program to acquire up to $200 million of the Company’s outstanding common stock. Stock repurchases under this program may be made through open market, privately negotiated transactions or otherwise at times and in such amounts as Company management deems appropriate. The stock repurchase program does not have an expiration date and may be amended or terminated by the Board of Directors at any time without prior notice.
The Company entered into an Equity Swap Agreement, dated March 18, 2004 and amended March 3, 2006 and May 16, 2006, with Citibank, N.A. (Citibank). The Company settled the Equity Swap Agreement at the beginning of the second quarter of fiscal 2009. The Company entered into a new Swap Agreement, dated March 13, 2009 (Swap Agreement), at the end of the second quarter of fiscal 2009. The Company selectively uses equity swaps to reduce market risk associated with its stock-based compensation plans, such as its deferred compensation plans. These equity compensation liabilities increase as the Company’s stock price increases and decrease as the Company’s

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stock price decreases. In contrast, the value of the Swap Agreement moves in the opposite direction of these liabilities, allowing the Company to fix a portion of the liabilities at a stated amount.
In connection with the Swap Agreement, Citibank may purchase unlimited shares of the Company’s stock in the market or in privately negotiated transactions. The Company disclaims that Citibank is an “affiliated purchaser” of the Company as such term is defined in Rule 10b-18(a)(3) under the Securities Exchange Act or that Citibank is purchasing any shares for the Company. The Swap Agreement has no stated expiration date. The net effect of the change in fair value of the Swap Agreement and the change in equity compensation liabilities was not material to the Company’s earnings for the three months ended June 30, 2010.
The following table presents information regarding the repurchase of the Company’s common stock by the Company as part of the publicly announced program and purchases of the Company’s common stock by Citibank in connection with the Swap Agreement during the three months ended June 30, 2010.
                                 
                            Approximate Dollar
                    Total Number of   Value of Shares that
                    Shares Purchased as   May Yet be
    Total Number of   Average Price   Part of the Publicly   Purchased under the
Period   Shares Purchased   Paid per Share   Announced Program   Programs
 
4/1/10 - 4/30/10
                               
Purchases by Company (1)
                    $ 102,394,713  
5/1/10 - 5/31/10
                               
Purchases by Company (1)
                    $ 102,394,713  
6/1/10 - 6/30/10
                               
Purchases by Company (1)
                    $ 102,394,713  
 
4/1/10 - 4/30/10
                               
Purchases by Citibank
    250,000     $ 33.82           NA
5/1/10 - 5/31/10
                               
Purchases by Citibank
                    NA
6/1/10 - 6/30/10
                               
Purchases by Citibank
                    NA
 
(1)   The repurchases of the Company’s common stock by the Company are intended to partially offset dilution related to our stock option and restricted stock equity compensation plans and are treated as repurchases of Company common stock for purposes of this disclosure.
ITEM 6. EXHIBITS
Reference is made to the separate exhibit index contained on page 61 filed herewith.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  JOHNSON CONTROLS, INC.
 
 
Date: August 3, 2010  By:   /s/ R. Bruce McDonald    
    R. Bruce McDonald   
    Executive Vice President and
Chief Financial Officer 
 
 

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JOHNSON CONTROLS, INC.
Form 10-Q
INDEX TO EXHIBITS
     
Exhibit No.   Description
 
   
10.Y
  Form of employment agreement between Johnson Controls, Inc. and all elected officers and named executives hired after July 28, 2010, as amended and restated July 28, 2010, filed herewith.*
 
   
15
  Letter of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, dated August 3, 2010, relating to Financial Information.
 
   
31.1
  Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
31.2
  Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
32
  Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
   
101
  The following materials from Johnson Controls, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Financial Position, (ii) the Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Cash Flow, and (iv) Notes to Condensed Consolidated Financial Statements, furnished herewith.**
 
*   Denotes a management contract or compensatory plan.
 
**   The Company will be furnishing Exhibit 101 within 30 days of the filing date of this Form 10-Q, as allowed under the rules of the Securities and Exchange Commission.

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