UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

Form 10-Q

 

 

 

Commission File Number: 1-5097

 

 

JOHNSON CONTROLS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

(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 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):

 

(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 December 31, 2008
Common Stock: $0.017/18 par value per share			594,215,653

 

JOHNSON CONTROLS, INC.

Form 10-Q

Report Index

		Page
Part I. Financial Information
Item 1. Financial Statements (unaudited)
Condensed Consolidated Statements of Financial Position at December 31, 2008, September 30, 2008 and December 31, 2007			3
Consolidated Statements of Income for the Three Month Periods Ended December 31, 2008 and 2007			4
Condensed Consolidated Statements of Cash Flows for the Three Month Periods Ended December 31, 2008 and 2007			5
Notes to Condensed Consolidated Financial Statements			6
Report of Independent Registered Public Accounting Firm			20
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			21
Item 3. Quantitative and Qualitative Disclosures About Market Risk			31
Item 4. Controls and Procedures			31
Part II. Other Information
Item 1. Legal Proceedings			32
Item 1A. Risk Factors			33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			33
Item 4. Submission of Matters to a Vote of Security Holders			34
Item 6. Exhibits			34
Signatures			35
EX-15
EX-31.1
EX-31.2
EX-32

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Johnson Controls, Inc.

(in millions; unaudited)

		December 31,				September 30,				December 31,
		2008				2008				2007
Assets
Cash and cash equivalents		$	202			$	384			$	407
Accounts receivable — net			5,063				6,472				6,180
Inventories			1,935				2,099				2,070
Other current assets			1,517				1,721				1,572
Current assets			8,717				10,676				10,229
Property, plant and equipment — net			4,115				4,389				4,214
Goodwill			6,392				6,513				6,251
Other intangible assets — net			757				769				775
Investments in partially-owned affiliates			703				863				812
Other noncurrent assets			1,620				1,777				1,522
Total assets		$	22,304			$	24,987			$	23,803
Liabilities and Shareholders’ Equity
Short-term debt		$	985			$	456			$	179
Current portion of long-term debt			452				287				896
Accounts payable			3,779				5,225				4,933
Accrued compensation and benefits			804				1,024				853
Accrued income taxes			59				117				108
Other current liabilities			2,462				2,701				2,283
Current liabilities			8,541				9,810				9,252
Long-term debt			3,176				3,201				3,249
Postretirement health and other benefits			228				236				297
Other noncurrent liabilities			1,817				2,080				1,802
Long-term liabilities			5,221				5,517				5,348
Commitments and contingencies (Note 17)
Minority interests in equity of subsidiaries			229				236				133
Shareholders’ equity			8,313				9,424				9,070
Total liabilities and shareholders’ equity		$	22,304			$	24,987			$	23,803

The accompanying notes are an integral part of the financial statements.

(in millions, except per share data; unaudited)

		Three Months
		Ended December 31,
		2008				2007
Net sales
Products and systems*		$	5,647			$	7,709
Services*			1,689				1,775
			7,336				9,484
Cost of sales
Products and systems			5,273				6,742
Services			1,378				1,435
			6,651				8,177
Gross profit			685				1,307
Selling, general and administrative expenses			(859	)			(950	)
Net financing charges			(56	)			(69	)
Equity income (loss)			(136	)			17
Income (loss) before income taxes and minority interests			(366	)			305
Provision for income taxes			242				64
Minority interests in net earnings of subsidiaries			—				6
Net income (loss)		$	(608	)		$	235
Earnings (loss) per share
Basic		$	(1.02	)		$	0.40
Diluted		$	(1.02	)		$	0.39

Johnson Controls, Inc.

(in millions; unaudited)

		Three Months
		Ended December 31,
		2008				2007
Operating Activities
Net income (loss)		$	(608	)		$	235
Adjustments to reconcile net income (loss) to cash provided (used) by operating activities:
Depreciation			181				181
Amortization of intangibles			9				10
Equity in earnings of partially-owned affiliates, net of dividends received			184				22
Minority interests in net earnings of subsidiaries			—				6
Deferred income taxes			300				9
Impairment charges			110				—
Equity-based compensation			20				20
Other			15				19
Changes in working capital, excluding acquisitions:
Accounts receivable			1,128				486
Inventories			78				(82	)
Other current assets			85				96
Restructuring reserves			(52	)			(14	)
Accounts payable and accrued liabilities			(1,656	)			(835	)
Accrued income taxes			(111	)			25
Cash provided (used) by operating activities			(317	)			178
Investing Activities
Capital expenditures			(268	)			(187	)
Sale of property, plant and equipment			3				15
Acquisition of businesses, net of cash acquired			(22	)			(26	)
Recoverable customer engineering expenditures			(22	)			(4	)
Settlement of cross-currency interest rate swaps			—				(32	)
Changes in long-term investments			(48	)			(12	)
Cash used by investing activities			(357	)			(246	)
Financing Activities
Increase (decrease) in short-term debt — net			549				(87	)
Increase in long-term debt			—				1
Repayment of long-term debt			(9	)			(21	)
Payment of cash dividends			(77	)			(65	)
Stock repurchases			—				(35	)
Other			29				8
Cash provided (used) by financing activities			492				(199	)
Decrease in cash and cash equivalents		$	(182	)		$	(267	)

The accompanying notes are an integral part of the financial statements.

Johnson Controls, Inc.

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 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, 2008. The results of operations for the three month period ended December 31, 2008 are not necessarily indicative of results for the Company’s 2009 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 period amounts have been revised to conform to the current year’s presentation. Prior year net sales and cost of sales amounts between Products and systems and Services have been reclassified.
		Under certain criteria as provided for in Financial Accounting Standards Board (FASB) Interpretation No. (FIN) 46(R), “Consolidation of Variable Interest Entities – an Interpretation of ARB No. 51,” 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, we first determine 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, we then determine if the Company is the primary beneficiary of the VIE. Under FIN 46(R), 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 FIN 46(R), the Company has determined that at December 31, 2008, 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 carrying amounts and classification of assets and liabilities included in our consolidated statements of financial position for these two consolidated entities are as follows (in millions):

		December 31,
		2008				2007
Current assets		$	125			$	15
Noncurrent assets			118				135
Total assets		$	243			$	150
Current liabilities		$	93			$	113
Noncurrent liabilities			—				—
Total liabilities		$	93			$	113

As of December 31, 2008, the Company did not have a significant variable interest in any unconsolidated VIE’s.

Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

2.		New Accounting Standards
		In May 2008, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the accounting principles to be used in the preparation of the financial statements presented in conformity with U.S. GAAP. This statement is effective sixty days after approval by the SEC. The Company does not expect the effects of adopting SFAS No. 162 to be significant.
		In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133.” SFAS No. 161 enhances required disclosures regarding derivatives and hedging activities, including how an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for under SFAS No. 133 and how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. SFAS No. 161 is effective for the Company beginning in the second quarter of fiscal 2009 (January 1, 2009). The Company has determined that the adoption of SFAS No. 161 will not be material to its consolidated financial condition and results of operation.
		In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations.” SFAS No. 141(R) changes 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 SFAS No. 141(R), changes in an acquired entity’s deferred tax assets and uncertain tax positions after the measurement period will impact income tax expense. SFAS No. 141(R) will be effective for the Company beginning in the first quarter of fiscal 2010 (October 1, 2009). This statement, when adopted, will change the Company’s accounting treatment for business combinations on a prospective basis.   In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51.” SFAS No. 160 changes the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests and classified as a component of equity. This new consolidation method changes the accounting for transactions with minority interest holders. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. SFAS No. 160 will be effective for the Company beginning in the first quarter of fiscal 2010 (October 1, 2009). The Company is assessing the potential impact that the adoption of SFAS No. 160 will have on its consolidated financial condition and results of operations.
		In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – including an amendment to FASB Statement No. 115.” SFAS No. 159 permits entities to measure certain financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. The Company adopted this statement effective October 1, 2008 and has not elected to measure any financial assets and financial liabilities at fair value which were not previously required to be measured at fair value. The adoption of this statement has had no impact on our consolidated financial condition and results of operations.
		In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 also establishes a fair value hierarchy that prioritizes information used in developing assumptions when pricing an asset or liability. The Company adopted this statement effective October 1, 2008. The adoption of this statement did not have a material impact on our consolidated financial condition and results of operation. See Note 14 for more information regarding the impact of the Company’s adoption of SFAS No. 157. In February 2008, the FASB issued FASB Staff Position (FSP) FAS 157-2, “Effective Date of FASB Statement No. 157,” which delays the effective date of SFAS No. 157 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 Company has not applied the provisions of SFAS No. 157 to its nonfinancial assets and nonfinancial liabilities in accordance with FSP FAS 157-2 as of December 31, 2008. The provisions of SFAS No. 157 for

nonfinancial assets and nonfinancial liabilities will be effective for the Company beginning in the first quarter of fiscal 2010 (October 1, 2009).

3.		Acquisition of Businesses
		During the first quarter of fiscal 2009, the Company completed one acquisition for a purchase price of $27 million, of which $22 million has been paid as of December 31, 2008. The acquisition is not material to the Company’s consolidated financial statements. In connection with this acquisition, the Company recorded goodwill of $24 million. The purchase price allocation may be subsequently adjusted to reflect final valuation studies.
		In the first quarter of fiscal 2008, the Company completed three acquisitions for a combined purchase price of $71 million, which were not material, individually or in aggregate, to the Company’s consolidated financial statements. In connection with these acquisitions, the Company recorded goodwill of $45 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 $613 million, $670 million and $629 million at December 31, 2008, September 30, 2008, and December 31, 2007, respectively. Amounts included within other current liabilities were $625 million, $654 million and $555 million at December 31, 2008, September 30, 2008, and December 31, 2007, respectively.
5.		Inventories
		Inventories consisted of the following (in millions):

		December 31,				September 30,				December 31,
		2008				2008				2007
Raw materials and supplies		$	846			$	902			$	878
Work-in-process			284				324				323
Finished goods			917				985				931
FIFO inventories			2,047				2,211				2,132
LIFO reserve			(112	)			(112	)			(62	)
Inventories		$	1,935			$	2,099			$	2,070

6.		Goodwill and Other Intangible Assets
		The changes in the carrying amount of goodwill in each of the Company’s reporting segments for the nine month period ended September 30, 2008 and the three month period ended December 31, 2008 were as follows (in millions):

Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

										Currency
		December 31,				Business				Translation				September 30,
		2007				Acquisitions				and Other				2008
Building efficiency
North America systems		$	505			$	10			$	—			$	515
North America service			659				(2	)			—				657
North America unitary products			481				—				—				481
Global workplace solutions			181				6				(9	)			178
Europe			401				—				27				428
Rest of world			563				—				11				574
Automotive experience
North America			1,182				178				(4	)			1,356
Europe			1,191				7				21				1,219
Asia			198				—				2				200
Power solutions			890				—				15				905
Total		$	6,251			$	199			$	63			$	6,513

										Currency
		September 30,				Business				Translation				December 31,
		2008				Acquisitions				and Other				2008
Building efficiency
North America systems		$	515			$	—			$	—			$	515
North America service			657				—				—				657
North America unitary products			481				—				—				481
Global workplace solutions			178				—				—				178
Europe			428				—				(10	)			418
Rest of world			574				24				(66	)			532
Automotive experience
North America			1,356				—				(2	)			1,354
Europe			1,219				—				(64	)			1,155
Asia			200				—				14				214
Power solutions			905				—				(17	)			888
Total		$	6,513			$	24			$	(145	)		$	6,392

The Company’s other intangible assets, primarily from business acquisitions, are valued based on independent appraisals and consisted of (in millions):

		December 31, 2008												September 30, 2008												December 31, 2007
		Gross												Gross												Gross
		Carrying				Accumulated								Carrying				Accumulated								Carrying				Accumulated
		Amount				Amortization				Net				Amount				Amortization				Net				Amount				Amortization				Net
Amortized intangible assets
Patented technology		$	298			$	(170	)		$	128			$	302			$	(168	)		$	134			$	317			$	(153	)		$	164
Unpatented technology			23				(10	)			13				25				(11	)			14				24				(9	)			15
Customer relationships			343				(45	)			298				344				(42	)			302				327				(31	)			296
Miscellaneous			33				(12	)			21				35				(13	)			22				15				(10	)			5
Total amortized intangible assets			697				(237	)			460				706				(234	)			472				683				(203	)			480
Unamortized intangible assets
Trademarks			297				—				297				297				—				297				295				—				295
Total intangible assets		$	994			$	(237	)		$	757			$	1,003			$	(234	)		$	769			$	978			$	(203	)		$	775

		Amortization of other intangible assets for each of the three months ended December 31, 2008 and 2007 was $9 million. Excluding the impact of any future acquisitions, the Company anticipates amortization of other intangible assets will average approximately $33 million per year over the next five years.
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. Based on analysis of return rates and other

Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

		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, it is possible that future warranty costs could exceed those estimates. The Company’s product warranty liability is included in other current liabilities in the condensed consolidated statements of financial position.
		The change in the carrying amount of the Company’s total product warranty liability for the three months ended December 31, 2008 and 2007 was as follows (in millions):

		2008				2007
Balance as of September 30		$	204			$	186
Accruals for warranties issued during the period			47				39
Accruals from acquisitions			—				1
Accruals related to pre-existing warranties (including changes in estimates)			—				(2	)
Settlements made (in cash or in kind) during the period			(55	)			(26	)
Currency translation			(5	)			1
Balance as of December 31		$	191			$	199

8.		Restructuring Costs
		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 initiative by early 2010. 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.
		The 2008 Plan includes workforce reductions of approximately 9,400 employees (3,700 for automotive experience – North America, 3,400 for automotive experience – Europe, 300 for building efficiency – North America, 900 for building efficiency – Europe, 600 for building efficiency – rest of world, and 500 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 December 31, 2008, approximately 3,700 of the employees have been separated from the Company pursuant to the 2008 Plan. In addition, the 2008 Plan includes 21 plant closures (9 for automotive experience – North America, 9 for automotive experience – Europe, 1 for building efficiency – North America, and 2 for power solutions). As of December 31, 2008, 4 of the 21 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.   The following table summarizes the changes in the Company’s 2008 Plan reserve, included within other current liabilities in the consolidated statements of financial position (in millions):

Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

		Employee
		Severance and
		Termination								Currency
		Benefits				Other				Translation				Total
Balance at September 30, 2008		$	435			$	9			$	—			$	444
Utilized — Cash			(47	)			—				—				(47	)
Utilized — Noncash			—				—				(17	)			(17	)
Balance at December 31, 2008		$	388			$	9			$	(17	)		$	380

		Included within the “other” category are exit costs for terminating supply contracts associated with changes in the Company’s manufacturing footprint and strategies, lease termination costs and other direct costs.
		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 additional impairment charges and/or require additional restructuring of its operations.

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 statements of income. A portion of the costs associated with these activities is reimbursed by customers. Such expenditures amounted to $105 million and $123 million for the three months ended December 31, 2008 and 2007, respectively, net of customer reimbursements of $87 million and $77 million for the three months ended December 31, 2008 and 2007, respectively.

10.	Income Taxes
	The more significant discrete period items affecting the Company’s income tax provision for the three months ended December 31, 2008 and 2007 are as follows (in millions):

		Three months ended December 31,
		2008				Tax rate				2007				Tax rate
Income taxes at annual effective rate		$	(88	)			24.0	%		$	64				21.0	%
Discrete period items:
Valuation allowance adjustments			300								—
Impairment charges			30								—
Provision for income taxes		$	242				-66.1	%		$	64				21.0	%

		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 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 of 24% is greater than the prior year rate of 21%, primarily due to losses in jurisdictions for which no tax benefit is recognized.

Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

		Valuation Allowance
		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 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.
		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.
		Impairment Charges
		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%.
		Uncertain Tax Positions
		In June 2006, FASB issued FIN 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109.” FIN 48 prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that a company has taken or expects to take on a tax return. The Company adopted FIN 48 as of October 1, 2007.
		Upon adoption, the Company increased its existing reserves for uncertain tax positions by $93 million. The increase was recorded as a cumulative effect adjustment to shareholders’ equity of $68 million and an increase to goodwill of $25 million related to prior year business combinations. As of the adoption date, the Company had gross tax affected unrecognized tax benefits of $616 million of which $475 million, if recognized, would affect the effective tax rate. Also as of the adoption date, the Company had accrued interest expense and penalties related to the unrecognized tax benefits of $75 million (net of tax benefit). The net change in interest and penalties during the three months ended December 31, 2008 was not material. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense or goodwill, when applicable.
		The Company is subject to income taxes in the United States 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 the major jurisdictions noted below:

Tax Jurisdiction		Statute of Limitations
Austria		5 years
Belgium		3 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
U.S. — Federal		3 years
U.S. — State		3 to 5 years

Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

In the United States, the 2004 through 2006 fiscal years are currently under exam by the Internal Revenue Service (IRS) and the fiscal years 1999 to 2003 are currently under IRS Appeals. Additionally, the Company is currently under exam in the following major foreign jurisdictions:

Tax Jurisdiction		Tax Years Covered
Austria		2004 – 2005
Belgium		2006 – 2007
Canada		2004 – 2006
France		2005 – 2007
Germany		2001 – 2003
Italy		2004 – 2005
Spain		2003 – 2005

It is reasonably possible that certain tax examinations, appellate proceedings and/or tax litigation will conclude within the next 12 months, which may result in favorable tax reserve adjustments in an amount not to exceed $100 million.

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 SFAS No. 132 (revised 2003), “Employers’ Disclosures about Pensions and Other Postretirement Benefits — an amendment of FASB Statements No. 87, 88 and 106” (in millions):

		Pension Plans
		U.S. Plans								Non -U.S. Plans
		Three Months								Three Months
		Ended December 31,								Ended December 31,
		2008				2007				2008				2007
Service cost		$	17			$	20			$	8			$	10
Interest cost			40				35				16				18
Expected return on plan assets			(45	)			(42	)			(13	)			(17	)
Amortization of net actuarial loss			1				2				1				2
Net periodic benefit cost		$	13			$	15			$	12			$	13

		Postretirement Health
		and Other Benefits
		Three Months
		Ended December 31,
		2008				2007
Service cost		$	1			$	1
Interest cost			5				4
Amortization of net actuarial gain			(1	)			—
Amortization of prior service cost			(2	)			(2	)
Net periodic benefit cost		$	3			$	3

12.		Earnings Per Share
		The following table reconciles the numerators and denominators used to calculate basic and diluted earnings per share (in millions):

Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

		Three Months
		Ended December 31,
		2008				2007
Income Available to Common Shareholders
Basic and diluted income (loss) available to common shareholders		$	(608	)		$	235
Weighted Average Shares Outstanding
Basic weighted average shares outstanding			593.5				593.3
Effect of dilutive securities:
Stock options			—				9.6
Diluted weighted average shares outstanding			593.5				602.9
Antidilutive Securities
Options to purchase common shares			—				0.6

		For the three months ended December 31, 2008, the total number of potential dilutive options was 1.5 million. However, these options were not included in the computation of diluted net loss per common share for the quarter since to do so would decrease the loss per share.
		On November 19, 2008, the Company declared a quarterly dividend of $0.13 per common share payable January 5, 2009, to shareholders of record on December 12, 2008. On November 14, 2007, the Company declared a quarterly dividend of $0.13 per common share payable January 3, 2008, to shareholders of record on December 14, 2007.

13.		Comprehensive Income
		A summary of comprehensive income is shown below (in millions):

		Three Months
		Ended December 31,
		2008				2007
Net income (loss)		$	(608	)		$	235
Realized and unrealized losses on derivatives			(38	)			(51	)
Foreign currency translation adjustments			(398	)			124
Other comprehensive income (loss)			(436	)			73
Comprehensive income (loss)		$	(1,044	)		$	308

		The Company selectively hedges anticipated transactions that are subject to foreign exchange exposure or commodity price exposure, primarily using foreign currency exchange contracts and commodity contracts, respectively. These instruments are designated as cash flow hedges in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 137, No. 138 and No. 149 and are recorded in the condensed consolidated statement of financial position at fair value. The effective portion of the contracts’ gains or losses due to changes in fair value are initially recorded as unrealized gains/losses on derivatives, a component of other accumulated comprehensive income, and are subsequently reclassified into earnings when the hedged transactions, typically sales or costs related to sales, occur and affect earnings. These contracts are highly effective in hedging the variability in future cash flows attributable to changes in currency exchange rates or commodity price changes.
		The unfavorable foreign currency translation adjustments (CTA) for the three months ended December 31, 2008 were primarily due to the weakening of the euro against the U.S. dollar.
		The Company has foreign currency denominated debt obligations and cross-currency interest rate swaps which are designated as hedges of net investments in foreign subsidiaries. Gains and losses, net of tax, attributable to these hedges are deferred as CTA within the accumulated other comprehensive income account until the sale or liquidation of the related foreign subsidiary. The outstanding net investment

Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

hedges had an unfavorable impact of $42 million and $26 million to the accumulated other comprehensive income account for the quarters ending December 31, 2008 and 2007, respectively.

14.		Fair Value Measurements
		In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. In February 2008, the FASB issued FSP FAS 157-2, “Effective Date of FASB Statement No. 157,” which delays the effective date of SFAS No. 157 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 Company has not applied the provisions of SFAS No. 157 to its nonfinancial assets and nonfinancial liabilities in accordance with FSP FAS 157-2 as of December 31, 2008.   SFAS No. 157 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. SFAS No. 157 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.

		SFAS No. 157 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 table presents the Company’s fair value hierarchy for those assets and liabilities measured at fair value on a quarterly basis as of December 31, 2008 (in millions):

		Fair Value Measurements Using:
						Quoted Prices in				Significant Other				Significant
		Total as of				Active Markets				Observable Inputs				Unobservable Inputs
		December 31, 2008				(Level 1)				(Level 2)				(Level 3)
Assets
Cross-currency interest rate swap		$	31			$	—			$	31			$	—
Equity swap			1				1				—				—
Total		$	32			$	1			$	31			$	—
Liabilities
Foreign currency exchange derivatives		$	19			$	19			$	—			$	—
Commodity derivatives			84				—				84				—
Interest rate swaps and related debt			495				—				495				—
Foreign currency denominated debt			1,165				1,165				—				—
Total		$	1,763			$	1,184			$	579			$	—

		Valuation Methods
		Cross-currency interest rate swap — The Company selectively uses cross-currency interest rate swaps to hedge the foreign currency exposure associated with its foreign currency denominated debt obligations. The cross-currency interest rate swap is valued using market assumptions. The currency effects of the swap and related debt obligation are reflected in the consolidated statement of income and the change in value of the swap and debt obligation offset. The Company settled its cross-currency interest rate swap in the second quarter of fiscal 2009.

Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

		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 and stock appreciation rights. 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. The Company settled its equity swap in the second quarter of fiscal 2009.
		Foreign currency exchange derivatives — The Company selectively hedges anticipated transactions that are subject to foreign exchange exposure 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 December 31, 2008.
		Commodity derivatives — The Company selectively hedges anticipated transactions that are subject to commodity price exposure primarily using commodity hedge contracts. 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 December 31, 2008.
		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 (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. The Company settled all of its interest rate swaps in the second quarter of fiscal 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. The Company also has certain foreign currency denominated debt obligations not designated as net investment hedges, and the currency effects of the related debt obligations are reflected in the consolidated statement of income. The Company’s foreign denominated debt obligations are valued under a market approach using publicized spot prices. On January 17, 2009, the Company retired its 24 billion yen, three year, floating rate loan agreement that matured.

15.		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 SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” SFAS No. 144 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. 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 the 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

Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

		in the first quarter of fiscal 2009, of which $77 million related to the North American automotive experience segment and $33 million related to the European 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 the Accounting Principles Board (APB) Opinion No. 18, “The Equity Method of Accounting for Investments in Common Stock.” APB Opinion No. 18 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 has 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 its North American unitary products segment in the first quarter of fiscal 2009.
		The Company concluded there were no other impairments at December 31, 2008. The Company will continue to monitor developments in the automotive and North American residential heating, ventilating and air conditioning (HVAC) industries as future adverse developments in these industries could lead to additional impairment charges.

16.		Segment Information
		SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” establishes the standards for reporting information about segments in financial statements. In applying the criteria set forth in SFAS No. 131, 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 standard. 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.

Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

•

Rest of world provides HVAC and refrigeration systems and technical services to markets in Asia, the Middle East and Latin America.

		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 minority 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 December 31,
		2008				2007
Building efficiency
North America systems		$	537			$	512
North America service			532				541
North America unitary products			133				162
Global workplace solutions			728				781
Europe			572				665
Rest of world			585				583
			3,087				3,244
Automotive experience
North America			1,403				1,819
Europe			1,439				2,401
Asia			289				369
			3,131				4,589
Power solutions			1,118				1,651
Total net sales		$	7,336			$	9,484

Johnson Controls, Inc.
Notes to Condensed Consolidated Financial Statements
(unaudited)

		Segment Income
		Three Months
		Ended December 31,
		2008				2007
Building efficiency
North America systems		$	55			$	49
North America service			34				26
North America unitary products			(176	)			(9	)
Global workplace solutions			6				18
Europe			12				26
Rest of world			48				53
			(21	)			163
Automotive experience
North America			(170	)			10
Europe			(147	)			75
Asia			(12	)			(7	)
			(329	)			78
Power solutions			40				133
Total segment income (loss)		$	(310	)		$	374
Net financing charges			(56	)			(69	)
Income (loss) before income taxes and minority interests		$	(366	)		$	305

17.		Commitments and Contingencies
		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 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.
		A significant portion of the Company’s sales are to customers in the automotive industry. Continued adverse developments in the North American or European automotive industries could impact the Company’s liquidity position and/or require additional restructuring of the Company’s operations or impairment charges. In addition, a prolonged downturn in the automotive market may also impact certain vendors’ financial solvency, including the ability to meet restrictive debt covenants, resulting in potential liabilities or additional costs to the Company to ensure uninterrupted supply to its customers.

		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 December 31, 2008 and 2007, and the related consolidated statements of income and the condensed consolidated statements of cash flows for the three-month periods ended December 31, 2008 and 2007. 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, 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, 2008, 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 25, 2008 we expressed an unqualified opinion on those consolidated financial statements. An explanatory paragraph was included in our report for the adoption of FASB Interpretation Number (FIN) 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” and Statement of Financial Accounting Standards No. 158, “Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106 and 132(R).” In our opinion, the information set forth in the accompanying condensed consolidated statement of financial position as of September 30, 2008, is fairly stated in all material respects in relation to the consolidated statement of financial position from which it has been derived.

PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
February 5, 2009

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,” 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, 2008. 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), nickel-metal-hydride and lithium-ion battery technologies to power hybrid vehicles.

The following information should be read in conjunction with the September 30, 2008 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 2008 Annual Report on Form 10-K. References in the following discussion and analysis to “Three Months” refer to the three months ended December 31, 2008 compared to the three months ended December 31, 2007.

Outlook

During the first quarter of fiscal 2009, the automotive industry saw further declines as the overall economic environment continued to worsen, and as a result, automotive manufacturers announced further production reductions and plant shut downs. Automotive production has declined by a double digit rate in every region, with virtually every automotive manufacturer affected, including our top four customers, General Motors Corporation, Ford Motor Company, Daimler AG and Toyota Motor Corporation.

In conjunction with the deteriorating economic outlook, residential and commercial construction activity declined in the first quarter of fiscal 2009. The softening in the commercial construction market is primarily concentrated in the office, retail and lodging sectors. Institutional buildings, however, such as government, healthcare and education, remained the strongest sectors of new construction and are the primary focus of the Company’s building efficiency business. Our backlog continued to grow and we are well-positioned to benefit from future potential government energy efficiency programs.

The Company is working to reduce its variable and fixed costs in both automotive experience and power solutions in response to the decline in automotive production volumes. In the fourth quarter of fiscal 2008, the Company announced a restructuring plan intended to improve our cost structure and rebalance production within each regional footprint. Despite the decline in OEM production, we believe that power solutions is well positioned with its strong global market share in the historically more stable aftermarket sector. We continue to work on opportunities to grow with our existing customers, as well as win new accounts.

Additionally, in the first quarter of fiscal 2009, the Company recorded impairment charges in its automotive experience and building efficiency businesses and tax valuation allowances in certain jurisdictions due to the continued industry declines (see Long-Lived Assets in the MD&A below and Note 15 in Part I, Item I of this report). The Company will continue to monitor industry conditions in both the automotive and residential housing markets to assess the need for additional impairment charges or further restructuring actions.

As a result of the global economic uncertainties and industry volatility, on December 16, 2008, the Company withdrew its quarterly and full year guidance for fiscal 2009, as it is difficult to provide meaningful guidance under these conditions. On January 16, 2009, the Company announced it is expecting a net loss in the second quarter of fiscal 2009 similar to the operating loss reported for the first quarter of fiscal 2009, although the Company said that it expected performance to improve in the building efficiency and power solutions businesses in the second quarter. However, the Company reaffirmed that it will not reinstate full year fiscal 2009 guidance due to continued industry volatility and economic uncertainties.

Liquidity and Capital Resources

The Company believes its capital resources and liquidity position at December 31, 2008, were 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 2009 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 has experienced uninterrupted access in the U.S. commercial paper market, while the euro market periodically closes for U.S. multinationals. 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. Further downgrades in our credit rating could negatively impact our access to the commercial paper market. 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 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 stockholders’ equity of at least $1.31 billion at all times and allow a maximum aggregated amount of 10% of consolidated stockholders’ equity for liens and pledges. For purposes of calculating the Company’s covenants, consolidated stockholders’ equity is calculated without giving effect to (i) the application of SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions” or (ii) the cumulative foreign currency translation adjustment. As of December 31, 2008, consolidated stockholders’ equity as defined per our covenants was $7.9 billion and there were no outstanding amounts for liens and pledges. The Company expects to be in compliance with all covenants and other requirements set forth in its credit agreements and indentures in 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. Our most recent actuarial valuation utilized an expected rate of return of 8.5% and 5.5% for U.S. and non-U.S. plans, respectively. Given the recent credit market crisis and losses in equity markets, the Company anticipates the actual rate of return will likely be well below this rate in fiscal 2009. However, we still believe the long-term rate of return will approximate 8.5% and 5.5% 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. The Company’s U.S. minimum funding requirement for the remainder of fiscal 2009, and through the first quarter of fiscal 2010, is approximately $21 million per quarter. The Company also monitors its non-U.S. plans’ funded status and meets all minimum funding requirements. The Company is reviewing the annual incremental funding requirements for its non-U.S. plans resulting from the recent global equity market performance to determine if additional funding is required. During the first quarter of fiscal 2009, the Company made incremental discretionary pension contributions of approximately $75 million.

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 minority interests excluding net financing charges and restructuring costs.

		Three Months Ended
		December 31,
(in millions)		2008				2007				Change
Net sales		$	7,336			$	9,484				-23	%
Segment income			(310	)			374					*

*  Measure not meaningful

	•		The $2.1 billion decrease in consolidated net sales was primarily due to lower sales in the automotive experience business ($1.2 billion) as a result of lower production levels at most original equipment manufacturer’s (OEM’s) in North America and Europe, the unfavorable effects of foreign currency translation ($525 million) and primarily the impact of lower lead costs on pricing and lower sales volumes in the power solutions business ($489 million).
	•		The $684 million decrease in segment income was primarily due to impairment charges recorded on an equity investment ($152 million) in the North American HVAC unitary products group in building

efficiency and certain fixed assets in the automotive experience North America and Europe segments ($77 million and $33 million, respectively), lower volumes in automotive experience and building efficiency, lead costs not recovered through pricing, inventory revaluation of used batteries and lower volumes in power solutions and the unfavorable effects of foreign currency translation ($33 million).

Building Efficiency

		Net Sales												Segment Income
		Three Months												Three Months
		Ended December 31,												Ended December 31,
(in millions)		2008				2007				Change				2008				2007				Change
North America systems		$	537			$	512				5	%		$	55			$	49				12	%
North America service			532				541				-2	%			34				26				31	%
North America unitary products			133				162				-18	%			(176	)			(9	)				*
Global workplace solutions			728				781				-7	%			6				18				-67	%
Europe			572				665				-14	%			12				26				-54	%
Rest of world			585				583				0	%			48				53				-9	%
		$	3,087			$	3,244				-5	%		$	(21	)		$	163					*

Net Sales:

	•		The increase in North America systems was primarily due to higher control systems and product commercial volumes in the construction and replacement markets ($27 million) and the impact of prior year acquisitions ($5 million), partially offset by the unfavorable impact from foreign currency translation ($7 million).
	•		The decrease in North America service was primarily due to the unfavorable impact of foreign currency translation ($8 million) and lower truck-based business ($1 million).
	•		The decrease in North America unitary products was primarily due to a depressed U.S. residential market, which impacts the demand for HVAC equipment in new construction housing starts.
	•		The decrease in global workplace solutions was primarily due to the unfavorable impact of foreign currency translation ($89 million), partially offset by higher volumes ($36 million).
	•		The decrease in Europe reflects the unfavorable impact of foreign currency translation ($87 million) and a reduction in specialty and service volumes ($6 million).
	•		The increase in rest of world is mainly due to volume increases in Asia, partially offset by lower volumes in the Middle East.

Segment Income:

	•		The increase in North America systems was primarily due to higher sales volumes and lower SG&A expenses.
	•		The increase in North America service was primarily due to lower SG&A expenses.
	•		The decrease in North America unitary products was primarily due to an equity investment impairment charge ($152 million) and the decline in sales volumes.
	•		The decrease in global workplace solutions was primarily due to higher bad debt expense due to a customer bankruptcy ($6 million), the unfavorable impact of foreign currency translation ($3 million) and unfavorable mix mainly in North America ($3 million).
	•		The decrease in Europe was primarily due to the unfavorable impact of foreign currency translation ($7 million) and lower volumes ($7 million).

•

The decrease in rest of world was primarily due to a gain on the sale of a business in the prior year ($6 million) and higher SG&A investments in growth initiatives ($4 million), partially offset by higher sales volumes and margin improvements mainly in Asia ($5 million).

		Net Sales												Segment Income
		Three Months												Three Months
		Ended December 31,												Ended December 31,
(in millions)		2008				2007				Change				2008				2007				Change
North America		$	1,403			$	1,819				-23	%		$	(170	)		$	10					*
Europe			1,439				2,401				-40	%			(147	)			75					*
Asia			289				369				-22	%			(12	)			(7	)			-71	%
		$	3,131			$	4,589				-32	%		$	(329	)		$	78				*

	•		The decrease in North America was primarily due to the significantly reduced production volumes by all OEM’s ($503 million), partially offset by the acquisition of the interior product assets of Plastech Engineered Products, Inc. in July 2008, which had a favorable impact of $87 million.
	•		The decrease in Europe was primarily due to the lower production volumes across all customers ($715 million), as well as the unfavorable impact of foreign currency translation ($247 million).
	•		The decrease in Asia was primarily due to lower volumes in Korea and Japan ($37 million) and the unfavorable impact of foreign currency translation ($43 million).

	•		The decrease in North America was primarily due an impairment charge on fixed assets ($77 million), lower volumes ($106 million) and higher material economics net of recoveries ($34 million), partially offset by lower SG&A spending ($24 million) and commercial recoveries ($13 million).
	•		The decrease in Europe is primarily due to customer volume reductions ($124 million), an impairment charge on fixed assets ($33 million), inflexible plant labor costs ($38 million), lower economic recoveries of material costs ($10 million) and the unfavorable impact of foreign currency translation ($17 million).
	•		The decrease in Asia was primarily due to the unfavorable impact of foreign currency translation ($4 million) and lower volumes ($1 million).

		Three Months
		Ended December 31,
(in millions)		2008				2007				Change
Net sales		$	1,118			$	1,651				-32	%
Segment income			40				133				-70	%

	•		Net sales decreased primarily due to the impact of lower lead costs on pricing ($408 million), lower sales volumes ($160 million) and the unfavorable impact of foreign currency translation ($44 million), partially offset by improved price/product mix ($79 million).
	•		Segment income decreased primarily due to lower volumes ($37 million), the unfavorable impact of foreign currency translation ($2 million) and the negative impact of lead and other commodity costs not recovered through pricing ($66 million). The Company has pricing agreements with many of its customers to pass through changes in lead costs. However, due to the timing of the recent rapid decline in lead price levels and an increase in our inventory of used batteries caused primarily by a temporary

reduction in internal and external lead recycling capacity, we were unable to recover all of our costs through our normal pricing agreements. We do not believe that an impact of this magnitude (approximately $50 million) will recur. These negative factors were partially offset by higher equity income from joint ventures ($9 million) and lower SG&A expenditures due to cost containment measures ($3 million).

Net Financing Charges

		Three Months Ended
		December 31,
(in millions)		2008				2007				Change
Net financing charges		$	56			$	69				-19	%

•

Net financing charges are lower than the prior year period due to lower borrowing costs and net foreign currency gains.

Provision for Income Taxes

		Three Months Ended
		December 31,
(in millions)		2008				2007
Tax provision		$	242			$	64
Effective tax rate			-66.1	%			21.0	%

	•		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 increased its estimated annual effective income tax rate for continuing operations from 21% in the prior year to 24%, primarily due to losses in jurisdictions for which no tax benefit is recognized.
	•		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 around the world, it was 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 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%.

Net Income

		Three Months Ended
		December 31,
(in millions)		2008				2007				Change
Net income (loss)		$	(608	)		$	235					*