exv4w1






Officers’ Certificate Pursuant to

Section 3.01 of the Indenture




     Pursuant to Section 3.01 of the Indenture dated as of January 17, 2006 (the “Indenture”),
between Johnson Controls, Inc. (the “Company”) and U.S. Bank National Association (as successor to
JPMorgan Chase Bank, N.A.), as trustee (the “Trustee”), the undersigned on behalf of the Company
and in their respective capacities indicated, hereby certify that we have examined resolutions duly
adopted at a meeting of the Board of Directors of the Company on January 24, 2007 and January 21,
2009 and the action of authorized officers of the Company, dated February 1, 2011. Acting pursuant
to such resolutions and action, the undersigned hereby establish four series of Debt Securities by
means of this Officers’ Certificate, in accordance with the provisions of Section 3.01 of the
Indenture:



     1. The title of the four new series of Debt Securities shall be: Floating Rate Notes due 2014
(the “Floating Rate Notes”), 1.75% Senior Notes due 2014 (the “Notes due 2014”), 4.25% Senior Notes
due 2021 (the “Notes due 2021”) and 5.70% Senior Notes due 2041 (the “Notes due 2041”, and
collectively with the Floating Rate Notes, the Notes due 2014 and the Notes due 2021, the “Notes”).
U.S. Bank National Association shall be the trustee with respect to the Notes.



     2. The aggregate principal amount of the Floating Rate Notes that may be authenticated and
delivered under the Indenture (except for Floating Rate Notes authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, Floating Rate Notes pursuant to
Article 3, the second paragraph of Section 4.03, or Section 11.04, of the Indenture) is initially
$350,000,000; provided, however, that the Company shall have the right to reopen the Floating Rate
Notes and issue additional Debt Securities, which shall be part of the same series as the Floating
Rate Notes initially issued (except for the issue date, the public offering price and, in some
cases, the first interest payment date).



     3. The aggregate principal amount of Notes due 2014 that may be authenticated and delivered
under the Indenture (except for Notes due 2014 authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, Notes due 2014 pursuant to Article 3, the second
paragraph of Section 4.03, or Section 11.04, of the Indenture) is initially $450,000,000; provided,
however, that the Company shall have the right to reopen the Notes due 2014 and issue additional
Debt Securities, which shall be part of the same series as the Notes due 2014 initially issued
(except for the issue date, the public offering price and, in some cases, the first interest
payment date).



     4. The aggregate principal amount of Notes due 2021 that may be authenticated and delivered
under the Indenture (except for Notes due 2021 authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, Notes due 2021 pursuant to Article 3, the second
paragraph of Section 4.03, or Section 11.04, of the Indenture) is initially $500,000,000; provided,
however, that the Company shall have the right to reopen the Notes due 2021 and issue additional
Debt Securities, which shall be part of the same series as the Notes due 2021 initially issued
(except for the issue date, the public offering price and, in some cases, the first interest
payment date).



 









 





     5. The aggregate principal amount of Notes due 2041 that may be authenticated and delivered
under the Indenture (except for Notes due 2041 authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, Notes due 2041 pursuant to Article 3, the second
paragraph of Section 4.03, or Section 11.04, of the Indenture) is initially $300,000,000; provided,
however, that the Company shall have the right to reopen the Notes due 2041 and issue additional
Debt Securities, which shall be part of the same series as the Notes due 2041 initially issued
(except for the issue date, the public offering price and, in some cases, the first interest
payment date).



     6. Principal on the Floating Rate Notes shall be payable on February 4, 2014; principal on the
Notes due 2014 shall be payable on March 1, 2014; principal on the Notes due 2021 shall be payable
on March 1, 2021; and principal on the Notes due 2041 shall be payable on March 1, 2041.



     7. The Floating Rate Notes will bear interest at a floating interest rate (determined as
described in paragraph 8), which interest shall accrue from February 4, 2011, payable quarterly in
arrears on February 4, May 4, August 4 and November 4, beginning on May 4, 2011 (each, a “Floating
Rate Note Interest Payment Date”). Interest will be paid to the person in whose name the Floating
Rate Notes are registered at the close of business on the fifteenth calendar day prior to the
Floating Rate Note Interest Payment Date. Interest payable on any Floating Rate Note Interest
Payment Date or on the date of maturity will be the amount of interest accrued from and including
February 4, 2011 or from and including the most recent Floating Rate Note Interest Payment Date on
which interest has been paid or duly made available for payment to but excluding the Floating Rate
Note Interest Payment Date or the date of maturity, as the case may be.



     8. The interest rate on the Floating Rate Notes for the initial interest period will be the
three-month London Interbank Offer Rate, determined as of February 2, 2011, plus 41 basis points,
as set forth in the form of Note attached hereto as Exhibit D. The interest rate on the Floating
Rate Notes for each subsequent interest period will be reset quarterly as set forth in Exhibit D.
Interest on the Floating Rate Notes will be computed on the basis of the actual number of days
elapsed over a 360-day year.



     9. The Notes due 2014 shall bear interest at rates of 1.75% per annum, the Notes due 2021
shall bear interest at rates of 4.25% per annum and the Notes due 2041 shall bear interest at rates
of 5.70% per annum, which interest shall accrue from February 4, 2011 and shall be payable
semiannually on March 1 and September 1, beginning September 1, 2011, to the persons in whose names
the Notes, as applicable, are registered at the close of business on the preceding February 15 and
August 15, respectively. Interest on the Fixed Rate Notes (as defined below) will be computed on
the basis of a 360-day year of twelve 30-day months.



     10. The principal of and interest on each series of Notes shall initially be payable at the
offices of U.S. Bank National Association (the “Paying Agent”).



     11. All or a portion of any series of Notes due 2014, Notes due 2021 and Notes due 2041
(collectively, the “Fixed Rate Notes”) may be redeemed by the Company at any time or



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from time to time. The Redemption Price for the Fixed Rate Notes to be redeemed on any
Redemption Date will be equal to the greater of:





     (1) 100% of the principal amount of the Fixed Rate Notes being redeemed on that
Redemption Date, and




     (2) the sum of the present values of the remaining scheduled payments of principal and
interest on the Fixed Rate Notes to be redeemed on that Redemption Date (not including any
portion of such payments of interest accrued to the Redemption Date), discounted to the date
of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) at the applicable Treasury Rate (as defined below), plus 15 basis points, in the
case of the Notes due 2014, 15 basis points, in the case of the Notes due 2021, or 20 basis
points, in the case of the Notes due 2041,




plus, in each case, accrued and unpaid interest on the Fixed Rate Notes of such series being
redeemed to the Redemption Date.



     Notwithstanding the foregoing, installments of interest on the Fixed Rate Notes that are due
and payable on interest payment dates falling on or prior to a Redemption Date will be payable on
the interest payment date to the registered holders as of the close of business on the relevant
record date according to the Fixed Rate Notes and the Indenture.



     As used herein:



     “Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent
Investment Banker as having a maturity comparable to the remaining term (the “Remaining Life”) of
the Fixed Rate Notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Fixed Rate Notes.



     “Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of
five Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and
lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains
fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.



     “Independent Investment Banker” means one of the Reference Treasury Dealers appointed by the
Company.



     “Reference Treasury Dealer” means (1) each of J.P. Morgan Securities LLC, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Goldman, Sachs & Co. (or
their respective affiliates that are primary U.S. Government securities dealers); provided,
however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer
in New York City (a “Primary Treasury Dealer”), the Company will substitute therefor another
Primary Treasury Dealer, and (2) any other Primary Treasury Dealer selected by the Company after
consultation with the Independent Investment Banker.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference



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Treasury Dealer and any Redemption Date, the average, as determined by the Independent
Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Independent Investment
Banker at 5:00 p.m., New York City time, on the third business day preceding such Redemption Date.




     “Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the
semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price
for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date. The Treasury Rate will be calculated on the
third business day preceding the Redemption Date.



     Holders of Fixed Rate Notes of any series to be redeemed will receive notice thereof by
first-class mail at least 30 and not more than 60 days prior to the date fixed for redemption. If
fewer than all of the Fixed Rate Notes of a series are to be redeemed, the Trustee will select, not
more than 60 days prior to the Redemption Date, the particular Fixed Rate Notes of such series or
portions thereof for redemption from the outstanding Fixed Rate Notes of such series not previously
called by such method as the Trustee deems fair and appropriate.



     12. Upon the occurrence of a Change of Control Triggering Event (as defined below) with
respect to the Notes, unless the Company has exercised its right to redeem the Notes by giving
irrevocable notice to the Trustee in accordance with the Indenture, each holder of Notes will have
the right to require the Company to purchase all or a portion of such holder’s Notes pursuant to
the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the
principal amount thereof plus accrued and unpaid interest, if any, up to but not including the date
of purchase (the “Change of Control Payment”), subject to the rights of holders of Notes on the
relevant record date to receive interest due and owing on the relevant interest payment date.



     Within 30 days following the date upon which the Change of Control Triggering Event occurs or,
at the Company’s option, prior to any Change of Control but after the public announcement of the
pending Change of Control, the Company will be required to send, by first class mail, a notice to
each holder of Notes, with a copy to the Trustee, which notice will govern the terms of the Change
of Control Offer. Such notice will state, among other things, the purchase date, which must be no
earlier than 30 days nor later than 60 days from the date such notice is mailed, other than as may
be required by law (the “Change of Control Payment Date”). The notice, if mailed prior to the date
of consummation of the Change of Control, will state that the Change of Control Offer is
conditioned on the Change of Control being consummated on or prior to the Change of Control Payment
Date.



     On the Change of Control Payment Date, the Company will, to the extent lawful:




          (i) accept or cause a third party to accept for payment all Notes or portions of Notes
properly tendered pursuant to the Change of Control Offer;



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          (ii) deposit or cause a third party to deposit with the paying agent an amount equal to
the Change of Control Payment in respect of all Notes or portions of Notes properly
tendered; and




          (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted
together with an Officers’ Certificate stating the aggregate principal amount of Notes or
portions of Notes being repurchased.



     The Company will not be required to make a Change of Control Offer with respect to the Notes
if a third party makes such an offer in the manner, at the times and otherwise in compliance with
the requirements for such an offer made by the Company and such third party purchases all the Notes
properly tendered and not withdrawn under its offer. In addition, the Company will not repurchase
any Notes if there has occurred and is continuing on the Change of Control Payment Date an event of
default under the Indenture, other than a default in the payment of the Change of Control Payment
on the Change of Control Payment Date.



     The Company must comply in all material respects with the requirements of Rule 14e-1 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and
regulations thereunder to the extent those laws and regulations are applicable in connection with
the repurchase of the Notes as a result of a Change of Control Triggering Event. To the extent that
the provisions of any such securities laws or regulations conflict with the Change of Control Offer
provisions of the Notes, the Company will be required to comply with those securities laws and
regulations and will not be deemed to have breached the Company’s obligations under the Change of
Control Offer provisions of the Notes by virtue of any such conflict.



     As used in this Section 12:



     “Change of Control” means the occurrence of any of the following after the date of issuance of
the Notes:




     (1) the direct or indirect sale, lease, transfer, conveyance or other disposition
(other than by way of merger or consolidation), in one or a series of related transactions,
of all or substantially all of the Company assets and the assets of the Company’s
Subsidiaries taken as a whole to any “person” or “group” (as those terms are used in Section
13(d)(3) of the Exchange Act) other than to the Company or one of the Company’s
Subsidiaries;




     (2) the consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any “person” or “group” (as those terms are used
in Section 13(d)(3) of the Exchange Act) (other than the Company or one of the Company’s
Subsidiaries) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act), directly or indirectly, of the Company’s Voting Stock representing a majority
of the voting power of the Company’s outstanding Voting Stock;




     (3) the Company consolidate with, or merge with or into, any Person, or any Person
consolidates with, or merges with or into, the Company, in any such event



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pursuant to a transaction in which any of the Company’s outstanding Voting Stock or
Voting Stock of such other Person is converted into or exchanged for cash, securities or
other property, other than any such transaction where the Company’s Voting Stock outstanding
immediately prior to such transaction constitutes, or is converted into or exchanged for,
Voting Stock representing a majority of the voting power of the Voting Stock of the
surviving Person immediately after giving effect to such transaction;




     (4) the first day on which the majority of the members of the board of directors of the
Company cease to be Continuing Directors; or




     (5) the adoption by the Company’s shareholders of a plan relating to the Company’s
liquidation or dissolution.



     Notwithstanding the foregoing, a transaction will not be deemed to involve a change of control
under clause (2) above if (1) the Company becomes a direct or indirect wholly-owned Subsidiary of a
holding company and (2)(A) the direct or indirect holders of the Voting Stock of such holding
company immediately following that transaction are substantially the same as the holders of the
Company’s Voting Stock immediately prior to that transaction or (B) immediately following that
transaction no person (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a
holding company satisfying the requirements of this sentence) is the beneficial owner, directly or
indirectly, of more than 50% of the Voting Stock of such holding company.



     “Change of Control Triggering Event” means, with respect to the Notes, the Notes cease to be
rated Investment Grade by each of the Rating Agencies on any date during the period (the “Trigger
Period”) commencing 60 days prior to the first public announcement by the Company of any Change of
Control (or pending Change of Control) and ending 60 days following consummation of such Change of
Control (which Trigger Period will be extended following consummation of a Change of Control for so
long as any of the Rating Agencies has publicly announced that it is considering a possible ratings
change). However, a Change of Control Triggering Event otherwise arising by virtue of a particular
reduction in rating shall not be deemed to have occurred in respect of a particular Change of
Control (and thus shall not be deemed a Change of Control Triggering Event for purposes of the
definition of Change of Control Repurchase Event) if the Rating Agencies making the reduction in
rating to which this definition would otherwise apply do not announce or publicly confirm or inform
the Trustee in writing at the Company’s request that the reduction was the result, in whole or in
part, of any event or circumstance comprised of or arising as a result of, or in respect of, the
applicable Change of Control (whether or not the applicable Change of Control shall have occurred
at the time of the Change in Control Triggering Event). If a Rating Agency is not providing a
rating for the Notes at the commencement of any Trigger Period, the Notes will be deemed to have
ceased to be rated Investment Grade by such Rating Agency during that Trigger Period.



     Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have
occurred in connection with any particular Change of Control unless and until such Change of
Control has actually been consummated.



     “Continuing Director” means, as of any date of determination, any member of the Company’s
board of directors who:



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     (1) was a member of the Company’s board of directors on the date of the issuance of the
Notes; or




     (2) was nominated for election or elected or appointed to the Company’s board of
directors with the approval of a majority of the Continuing Directors who were members of
the Company’s board of directors at the time of such nomination, election or appointment
(either by a specific vote or by approval of the Company’s proxy statement in which such
member was named as a nominee for election as a director, without objection to such
nomination).



     “Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any
successor rating category of Moody’s) and a rating of BBB- or better by S&P (or its equivalent
under any successor rating category of S&P), and the equivalent investment grade credit rating from
any replacement rating agency or rating agencies selected by the Company under the circumstances
permitting the Company to select a replacement rating agency and in the manner for selecting a
replacement rating agency, in each case as set forth in the definition of “Rating Agency.”



     “Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its
successors.



     “Person” means any individual, corporation, partnership, limited liability company, business
trust, association, joint-stock company, joint venture, trust, incorporated or unincorporated
organization or government or any agency or political subdivision thereof.



     “Rating Agency” means each of Moody’s and S&P; provided, that if any of Moody’s or S&P ceases
to provide rating services to issuers or investors, we may appoint another “nationally recognized
statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange
Act as a replacement for such Rating Agency; provided, that the Company shall give notice of such
appointment to the Trustee.



     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.,
and its successors.



     “Voting Stock” of any specified Person as of any date means the capital stock of such Person
that is at the time entitled to vote generally in the election of the board of directors of such
Person.



     13. The Notes shall not be entitled to any sinking fund.



     14. The Notes shall be issuable in United States dollars.



     15. Section 13.02 of the Indenture shall apply to the Notes.



     16. Payments of principal of and interest on the Notes shall be payable in United States
dollars.



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     17. The Notes shall be issued in the form of fully registered Global Debt Securities in the
forms attached hereto as Exhibit A, Exhibit B, Exhibit C and Exhibit
D which will be deposited with the Trustee as custodian for the Depository Trust Company (the
“Depositary”) and registered in the name of “Cede & Co.,” as the nominee of the Depositary.
Principal of and interest payments on the Notes of each series will be made to the Depositary or
its nominee. If at any time the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for the Notes or if at any time the Depositary for the Notes shall no longer
be eligible or in good standing under the Exchange Act, or other applicable statute or regulation,
the Company shall appoint a successor Depositary with respect to the Notes. If a successor
Depositary for the Notes is not appointed by the Company within 90 days after the Company receives
notice or becomes aware of such ineligibility, the Company will issue Notes in definitive form in
exchange for the Global Debt Security representing Notes in an aggregate principal amount equal to
the principal amount of the Notes represented by such Global Debt Security in exchange for the
Notes represented by such Global Debt Security.



     18. The Notes are issuable in registered form without coupons in denominations of U.S.$2,000
and any integral multiples of U.S.$1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes that are of other authorized denominations.



     Furthermore, we hereby approve the forms of and authorize the execution and delivery of the
Notes.



     Capitalized terms used herein which are defined in the Indenture are used herein as so
defined.



[Signature Page to Follow]









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Dated: February 4, 2011




	 	 	 	 	 
	 	JOHNSON CONTROLS, INC.

 	 
	 	By:  	/s/ R. Bruce McDonald 	 
	 	 	Name:  	R. Bruce McDonald 	 
	 	 	Title:  	Executive Vice President and Chief Financial
Officer 	 
	 
	 	 	 
	 	By:  	
/s/ Jerome D. Okarma 	 
	 	 	Name:  	Jerome D. Okarma 	 
	 	 	Title:  	Vice President, Secretary and General Counsel 	 
	 



Signature page of Officers’ Certificate Pursuant to Section 3.01 of the Indenture





 









 





EXHIBIT A




FORM OF NOTE




     Unless this certificate is presented by an authorized representative of the Depository Trust
Company, a New York Corporation (the “Depositary”), to the Issuer or its agent for registration of
transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized representative of the Depositary (and any
payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of the Depositary), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.




			
	REGISTERED
	 	REGISTERED






JOHNSON CONTROLS, INC.



1.75% SENIOR NOTES DUE 2014



CUSIP: 478366AV9




ISIN: US478366AV90




			
	No. [           ]
	 	US$[           ]






     JOHNSON CONTROLS, INC., a corporation duly organized and existing under the laws of the State
of Wisconsin (the “Company,” which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to [              ], or registered
assignees, the principal sum set forth in the Schedule of Transfers and Exchanges in Note attached
hereto, which amount shall not exceed Four Hundred Fifty Million and 00/100 Dollars ($450,000,000)
on March 1, 2014, and to pay interest thereon from February 4, 2011, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, semi-annually on March
1 and September 1 of each year, commencing September 1, 2011, at the rate of 1.75% per annum, until
the principal hereof becomes due and payable, and at such rate on any overdue principal and (to the
extent that the payment of such interest shall be legally enforceable) on any overdue installment
of interest. The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose name this 1.75%
Note Due 2014 (this “Note,” and all of the Notes collectively referred to herein as the “Notes”)
(or one or more Predecessor Debt Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the February 15 or August 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date; provided, however,
that interest payable on the Interest Payment Date occurring at maturity will be paid to the person
to whom principal shall be payable. Any such interest not punctually paid or duly provided for on
any Interest Payment Date shall forthwith cease to be payable to the registered Holder on such
Regular Record Date by virtue of his having been such Holder, and may either be paid to the Person
in whose name this Note (or one or more Predecessor Debt Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice



A-1









 




whereof shall be given to Holders of Notes not more than 15 days and not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, all as more fully provided in said Indenture.




     This is one of the Debt Securities of the series designated herein issued under the
within-mentioned Indenture.



	 	 	 	 	 
	Dated:  February 4, 2011




	U.S. Bank National Association,

As Trustee

 	 	 
	By:  	
 	 	 
	 	Authorized Officer 	 	 
	 	 	 	 
	 




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     Payments of interest will be made by wire transfer of immediately available funds. Principal
and any premium and interest payable at Maturity will be paid in immediately available funds upon
surrender of such Note at the office of a Paying Agent in The City of New York, New York or at such
other office or agency as the Company may designate.



     Unless the certificate of authentication herein has been duly executed by the Trustee referred
to herein by manual signature, this Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.



     This Note is one of a duly authorized issue of securities of the Company (the “Debt
Securities”), issued or to be issued in one or more series under an indenture, dated as of January
17, 2006 (the “ Base Indenture”), between the Company and U.S. Bank National Association (the
“Trustee,” which term includes any successor Trustee under the Base Indenture) to which Base
Indenture, together with all indentures supplemental to the Base Indenture and the Officers’
Certificates under Section 3.01 of the Base Indenture setting forth the form and terms of the Notes
(the Base Indenture as so supplemented, “the Indenture”), reference is hereby made for a statement
of the respective rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is one of the series designated on the face hereof limited
in aggregate principal amount to $450,000,000, except that the Company may, without the consent of
the Holders, “reopen” the series and issue more notes that have the same ranking, interest rate,
maturity date and other terms as this Note.



     All or a portion of the Notes may be redeemed by the Company at any time or from time to time.
The Redemption Price for the Notes to be redeemed on any Redemption Date will be equal to the
greater of (i) 100% of the principal amount of the Notes being redeemed on the Redemption Date and
(ii) the sum of the present values of the remaining scheduled payments of principal and interest on
the Notes being redeemed on that Redemption Date (not including any portion of any payments of
interest accrued to the Redemption Date), discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined
below), plus 15 basis points, plus in either of case (i) or (ii) above, accrued and unpaid interest
on the Notes being redeemed to the Redemption Date. Holders of Notes to be redeemed will receive
notice thereof by first-class mail at least 30 and not more than 60 days prior to the Redemption
Date. If fewer than all of the fixed rate notes are to be redeemed, the Trustee will select, not
more than 60 days prior to the Redemption Date, the particular Notes or portions thereof for
redemption from the outstanding not previously called by such method as the Trustee deems fair and
appropriate.



     For the purposes of determining the Redemption Price, “Treasury Rate” means, with respect to
any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such
Redemption Date. The Treasury Rate will be calculated on the third business day preceding the
Redemption Date. “Comparable Treasury Issue” means the U.S. Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to
be redeemed that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of Debt Securities of



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comparable maturity to the remaining term of such Notes. “Independent Investment Banker” means one
of the Reference Treasury Dealers appointed by the Company. “Comparable Treasury Price” means,
with respect to any Redemption Date, (1) the average of five Reference Treasury Dealer Quotations
for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer
Quotations, or (2) if the Independent Investment Banker obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations. “Reference Treasury Dealer” means
(i) each of J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Citigroup Global Markets Inc. and Goldman, Sachs & Co. (or their respective affiliates that are
primary U.S. Government securities dealers); provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”), the Company will substitute therefor another Primary Treasury Dealer, and (2) any other
Primary Treasury Dealer selected by the Company after consultation with the Independent Investment
Banker. “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New
York City time, on the third business day preceding the Redemption Date.




     The Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking
fund or analogous provision.



     Upon the occurrence of a Change of Control Triggering Event with respect to the Notes, unless
the Company has exercised its right to redeem the Notes, each Holder of Notes will have the right
to require the Company to purchase all or a portion of such Holder’s Notes pursuant to a Change of
Control Offer, at a purchase price equal to 101% of the principal amount thereof plus accrued and
unpaid interest, if any, up to but not including the date of purchase, subject to the rights of
Holders of Notes on the relevant record date to receive interest due and owing on the relevant
Interest Payment Date. The Change of Control Offer will be made in accordance with the terms
specified in the Indenture.



     With the consent of the Holders of greater than 50% in aggregate principal amount of the
Outstanding Debt Securities of each series affected by such supplemental indenture, the Company and
the Trustee may enter into an indenture or indentures supplemental to the Indenture for the purpose
of adding any provisions to or changing the provisions of the Indenture or any supplement thereto
or of modifying in any manner the rights of the Holders of the Debt Securities of each series under
the Indenture; provided, however, that no such supplemental indenture shall (a) extend the time or
terms of payment of the principal at maturity of, or the interest on, any such series of Debt
Securities, or reduce principal or premium or the rate of interest, without the consent of the
Holder thereof, or (b) without the consent of all of the Holders of any series of Debt Securities
then outstanding, reduce the percentage of Debt Securities of any such series, the Holders of which
are required to consent (i) to any such supplemental indenture, (ii) to rescind and annul a
declaration that the Debt Securities of any series are due and payable as a result of the
occurrence of an Event of Default, (iii) to waive any past Event of Default under the Indenture and
its consequences and (iv) to waive compliance with certain other provisions contained in the
Indenture.



A-4









 





     The Company and the Trustee may enter into an indenture or indentures supplemental to the
Indenture without the consent of the Holders for limited purposes specified in the Indenture.



     The Holders of greater than 50% in aggregate principal amount of the Outstanding Notes may on
behalf of the Holders of all the Notes waive any past default or Event of Default under the
Indenture and its consequences except a default in the payment of principal of or premium, if any,
or interest on the Notes.



     Holders of Notes may not enforce their rights pursuant to the Indenture or the Notes except as
provided in the Indenture. No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of (and premium, if any) and interest on this Note at the
times, place and rate, and in the coin or currency, herein prescribed.



     The Notes are issuable only in registered form without coupons in denominations of U.S.$2,000
and any integral multiples of U.S.$1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate
principal amount of Notes that are of other authorized denominations.



     Notes to be exchanged shall be surrendered at any office or agency maintained by the Company
for such purpose, and the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor the Notes which the Holder making the exchange shall be entitled to receive.
Upon due presentment for registration of transfer of any Note at any such office or agency, the
Company shall execute and register and the Trustee shall authenticate and deliver in the name of
the transferee or transferees a new Note for an equal aggregate amount. Registration or
registration of transfer of any Note by the Debt Security Registrar (initially U.S. Bank National
Association) in the registry books maintained by such Debt Security Registrar in The City of New
York, New York, and delivery of such Note, duly authenticated, shall be deemed to complete the
registration or registration of transfer of such Note.



     No service charge shall be made for any exchange or registration of transfer, but the Company
or the Trustee may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. Prior to due presentment of a Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the person
in whose name a Note is registered as the owner for all purposes whether or not such Note be
overdue and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     Certain of the Company’s obligations under the Indenture with respect to the Notes may be
terminated if the Company irrevocably deposits with the Trustee money or eligible instruments
sufficient to pay and discharge the entire indebtedness on all of the Notes, as described in the
Indenture.



     This Note is in the form of a Global Security as provided in the Indenture. If at any time
the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for
this Note or if at any time the Depositary for the Notes shall no longer be eligible or in good
standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or



A-5









 




regulation, the Company shall appoint a successor Depositary with respect to this Note. If a
successor Depositary for this Note is not appointed by the Company within 90 days after the Company
receives notice or becomes aware of such ineligibility, the Company will issue Notes in definitive
form in exchange for the Global Security representing Notes in an aggregate principal amount equal
to the principal amount of this Note in exchange for this Note.




     No recourse under or upon any obligation, covenant or agreement of the Indenture, any
supplemental indenture, or of any Note, or for any claim based hereon, or otherwise in respect
thereof shall be had against any incorporator, stockholder, or director, as such, past, present or
future, of the Company or any Subsidiary or of any predecessor or successor corporation, either
directly or through the Company, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liabilities being, by the
acceptance hereof and as part of the consideration for the issue hereof, expressly waived and
released.



     The Notes are subject to defeasance at the option of the Company as provided in the Indenture.



     All terms used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



A-6









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 
	Dated: February 4, 2011 	JOHNSON CONTROLS, INC.

 	 
	 	By:  	
 	 
	 	 	Name:  	R. Bruce McDonald 	 
	 	 	Title:  	Vice President and Chief Financial
Officer 	 
	 
	[SEAL]
	 



Attest:

 	 
	 	By:  	 	 
	 	 	Name:  	Jerome D. Okarma 	 
	 	 	Its: Vice President, Secretary and General
Counsel 	 
	 




A-7











 





 






ABBREVIATIONS




     The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:



	 	 	 	 	 	 	 

	TEN COM — as tenants in common

	TEN ENT — as tenants by the entireties

	JT TEN  — as joint tenants with right of survivorship and not as tenants in common

	 
	 	 	 	 	 	 
	UNIF GIFT MIN ACT -                      Custodian                     	 	 
	 

	 	(Cust)
	 	(Minor)	 	 
	 	 	Under Uniform Gifts to Minors Act	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	(State)	 	 





Additional abbreviations may also be used though not in the above list.



 






     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto



PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE




	 	 	 

	 

	 	 
	PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE





the within Security and all rights thereunder, hereby irrevocably constituting and appointing
                     attorney to transfer said Security on the books of the Company, with
full power of substitution in the premises.




	 	 	 	 	 

	Dated:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Signature	 	 






NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.







A-8










 








Schedule I




SCHEDULE OF TRANSFERS AND EXCHANGES


JOHNSON CONTROLS, INC.



1.75% Senior Notes due 2014




     The initial principal amount of this Global Debt Security is [               ] Dollars ($[               
]). The following increases or decreases in the principal amount of this Global Debt Security
have been made:



	 	 	 	 	 	 	 	 	 
	 	 	Amount of Decrease in	 	Amount of Increase in	 	Principal Amount of this	 	Signature of
	 	 	Principal Amount of	 	Principal Amount of	 	Global Debt Security	 	Authorized
	Date of 	 	this Global Debt	 	this Global Debt	 	following such Decrease	 	Signatory of trustee
	Exchange	 	Security	 	Security	 	or Increase	 	or Custodian
	 
	 	 	 	 	 	 	 	 





A-9









 






EXHIBIT B




FORM OF NOTE




     Unless this certificate is presented by an authorized representative of the Depository Trust
Company, a New York Corporation (the “Depositary”), to the Issuer or its agent for registration of
transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized representative of the Depositary (and any
payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of the Depositary), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.



					
	 
	REGISTERED
	 	 	 	REGISTERED






JOHNSON CONTROLS, INC.


4.25% SENIOR NOTES DUE 2021




	 	 	 
	 

	 	CUSIP: 478366 AX5
	 
	 	 
	 

	 	ISIN: US478366AX56
	 
	 	 
	No. [               ]

	 	US$[               ]






     JOHNSON CONTROLS, INC., a corporation duly organized and existing under the laws of the State
of Wisconsin (the “Company,” which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to [      ], or registered
assignees, the principal sum set forth in the Schedule of Transfers and Exchanges in Note attached
hereto, which amount shall not exceed Five Hundred Million and 00/100 Dollars ($500,000,000) on
March 1, 2021, and to pay interest thereon from February 4, 2011, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually on March 1 and
September 1 of each year, commencing September 1, 2011, at the rate of 4.25% per annum, until the
principal hereof becomes due and payable, and at such rate on any overdue principal and (to the
extent that the payment of such interest shall be legally enforceable) on any overdue installment
of interest. The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose name this 4.25%
Note Due 2021 (this “Note,” and all of the Notes collectively referred to herein as the “Notes”)
(or one or more Predecessor Debt Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the February 15 or August 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date; provided, however,
that interest payable on the Interest Payment Date occurring at maturity will be paid to the person
to whom principal shall be payable. Any such interest not punctually paid or duly provided for on
any Interest Payment Date shall forthwith cease to be payable to the registered Holder on such
Regular Record Date by virtue of his having been such Holder, and may either be paid to the Person
in whose name this Note (or one or more Predecessor Debt Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice



B-1










 




whereof shall be given to Holders of Notes not more than 15 days and not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, all as more fully provided in said Indenture.




     This is one of the Debt Securities of the series designated herein issued under the
within-mentioned Indenture.


Dated: February 4, 2011



U.S. Bank National Association,




     As Trustee



	 	 	 	 	 
	 	 	 
	By:  	 	 	 
	 	Authorized Officer 	 	 
	 	 	 	 



B-2









 






	 	 	 	 	 




     Payments of interest will be made by wire transfer of immediately available funds. Principal
and any premium and interest payable at Maturity will be paid in immediately available funds upon
surrender of such Note at the office of a Paying Agent in The City of New York, New York or at such
other office or agency as the Company may designate.



     Unless the certificate of authentication herein has been duly executed by the Trustee referred
to herein by manual signature, this Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.



     This Note is one of a duly authorized issue of securities of the Company (the “Debt
Securities”), issued or to be issued in one or more series under an indenture, dated as of January
17, 2006 (the “ Base Indenture”), between the Company and U.S. Bank National Association (the
“Trustee,” which term includes any successor Trustee under the Base Indenture) to which Base
Indenture, together with all indentures supplemental to the Base Indenture and the Officers’
Certificates under Section 3.01 of the Base Indenture setting forth the form and terms of the Notes
(the Base Indenture as so supplemented, “the Indenture”), reference is hereby made for a statement
of the respective rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is one of the series designated on the face hereof limited
in aggregate principal amount to $500,000,000, except that the Company may, without the consent of
the Holders, “reopen” the series and issue more notes that have the same ranking, interest rate,
maturity date and other terms as this Note.



     All or a portion of the Notes may be redeemed by the Company at any time or from time to time.
The Redemption Price for the Notes to be redeemed on any Redemption Date will be equal to the
greater of (i) 100% of the principal amount of the Notes being redeemed on the Redemption Date and
(ii) the sum of the present values of the remaining scheduled payments of principal and interest on
the Notes being redeemed on that Redemption Date (not including any portion of any payments of
interest accrued to the Redemption Date), discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined
below), plus 15 basis points, plus in either of case (i) or (ii) above, accrued and unpaid interest
on the Notes being redeemed to the Redemption Date. Holders of Notes to be redeemed will receive
notice thereof by first-class mail at least 30 and not more than 60 days prior to the Redemption
Date. If fewer than all of the fixed rate notes are to be redeemed, the Trustee will select, not
more than 60 days prior to the Redemption Date, the particular Notes or portions thereof for
redemption from the outstanding not previously called by such method as the Trustee deems fair and
appropriate.



     For the purposes of determining the Redemption Price, “Treasury Rate” means, with respect to
any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such
Redemption Date. The Treasury Rate will be calculated on the third business day preceding the
Redemption Date. “Comparable Treasury Issue” means the U.S. Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to
be redeemed that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of Debt Securities of



B-3









 




comparable maturity to the remaining term of such Notes. “Independent Investment Banker” means one
of the Reference Treasury Dealers appointed by the Company. “Comparable Treasury Price” means,
with respect to any Redemption Date, (1) the average of five Reference Treasury Dealer Quotations
for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer
Quotations, or (2) if the Independent Investment Banker obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations. “Reference Treasury Dealer” means
(i) each of J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Citigroup Global Markets Inc. and Goldman, Sachs & Co. (or their respective affiliates that are
primary U.S. Government securities dealers); provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”), the Company will substitute therefor another Primary Treasury Dealer, and (2) any other
Primary Treasury Dealer selected by the Company after consultation with the Independent Investment
Banker. “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New
York City time, on the third business day preceding the Redemption Date.




     The Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking
fund or analogous provision.



     Upon the occurrence of a Change of Control Triggering Event with respect to the Notes, unless
the Company has exercised its right to redeem the Notes, each Holder of Notes will have the right
to require the Company to purchase all or a portion of such Holder’s Notes pursuant to a Change of
Control Offer, at a purchase price equal to 101% of the principal amount thereof plus accrued and
unpaid interest, if any, up to but not including the date of purchase, subject to the rights of
Holders of Notes on the relevant record date to receive interest due and owing on the relevant
Interest Payment Date. The Change of Control Offer will be made in accordance with the terms
specified in the Indenture.



     With the consent of the Holders of greater than 50% in aggregate principal amount of the
Outstanding Debt Securities of each series affected by such supplemental indenture, the Company and
the Trustee may enter into an indenture or indentures supplemental to the Indenture for the purpose
of adding any provisions to or changing the provisions of the Indenture or any supplement thereto
or of modifying in any manner the rights of the Holders of the Debt Securities of each series under
the Indenture; provided, however, that no such supplemental indenture shall (a) extend the time or
terms of payment of the principal at maturity of, or the interest on, any such series of Debt
Securities, or reduce principal or premium or the rate of interest, without the consent of the
Holder thereof, or (b) without the consent of all of the Holders of any series of Debt Securities
then outstanding, reduce the percentage of Debt Securities of any such series, the Holders of which
are required to consent (i) to any such supplemental indenture, (ii) to rescind and annul a
declaration that the Debt Securities of any series are due and payable as a result of the
occurrence of an Event of Default, (iii) to waive any past Event of Default under the Indenture and
its consequences and (iv) to waive compliance with certain other provisions contained in the
Indenture.



B-4









 





     The Company and the Trustee may enter into an indenture or indentures supplemental to the
Indenture without the consent of the Holders for limited purposes specified in the Indenture.



     The Holders of greater than 50% in aggregate principal amount of the Outstanding Notes may on
behalf of the Holders of all the Notes waive any past default or Event of Default under the
Indenture and its consequences except a default in the payment of principal of or premium, if any,
or interest on the Notes.



     Holders of Notes may not enforce their rights pursuant to the Indenture or the Notes except as
provided in the Indenture. No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of (and premium, if any) and interest on this Note at the
times, place and rate, and in the coin or currency, herein prescribed.



     The Notes are issuable only in registered form without coupons in denominations of U.S.$2,000
and any integral multiples of U.S.$1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate
principal amount of Notes that are of other authorized denominations.



     Notes to be exchanged shall be surrendered at any office or agency maintained by the Company
for such purpose, and the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor the Notes which the Holder making the exchange shall be entitled to receive.
Upon due presentment for registration of transfer of any Note at any such office or agency, the
Company shall execute and register and the Trustee shall authenticate and deliver in the name of
the transferee or transferees a new Note for an equal aggregate amount. Registration or
registration of transfer of any Note by the Debt Security Registrar (initially U.S. Bank National
Association) in the registry books maintained by such Debt Security Registrar in The City of New
York, New York, and delivery of such Note, duly authenticated, shall be deemed to complete the
registration or registration of transfer of such Note.



     No service charge shall be made for any exchange or registration of transfer, but the Company
or the Trustee may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. Prior to due presentment of a Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the person
in whose name a Note is registered as the owner for all purposes whether or not such Note be
overdue and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     Certain of the Company’s obligations under the Indenture with respect to the Notes may be
terminated if the Company irrevocably deposits with the Trustee money or eligible instruments
sufficient to pay and discharge the entire indebtedness on all of the Notes, as described in the
Indenture.



     This Note is in the form of a Global Security as provided in the Indenture. If at any time
the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for
this Note or if at any time the Depositary for the Notes shall no longer be eligible or in good
standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or



B-5









 




regulation, the Company shall appoint a successor Depositary with respect to this Note. If a
successor Depositary for this Note is not appointed by the Company within 90 days after the Company
receives notice or becomes aware of such ineligibility, the Company will issue Notes in definitive
form in exchange for the Global Security representing Notes in an aggregate principal amount equal
to the principal amount of this Note in exchange for this Note.




     No recourse under or upon any obligation, covenant or agreement of the Indenture, any
supplemental indenture, or of any Note, or for any claim based hereon, or otherwise in respect
thereof shall be had against any incorporator, stockholder, or director, as such, past, present or
future, of the Company or any Subsidiary or of any predecessor or successor corporation, either
directly or through the Company, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liabilities being, by the
acceptance hereof and as part of the consideration for the issue hereof, expressly waived and
released.



     The Notes are subject to defeasance at the option of the Company as provided in the Indenture.



     All terms used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



B-6









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 
	Dated: February 4, 2011 	JOHNSON CONTROLS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	R. Bruce McDonald 	 
	 	 	Title:  	Vice President and Chief Financial
Officer 	 
	 
	[SEAL]

	 
	 	Attest:

 	 
	 	By:  	 	 
	 	 	Name:  	Jerome D. Okarma 	 
	 	 	Its:  	Vice President, Secretary and General Counsel 	 
	 




B-7











 





 





ABBREVIATIONS




     The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:



	 	 	 	 	 	 	 

	TEN COM — as tenants in common

	TEN ENT — as tenants by the entireties

	JT TEN  — as joint tenants with right of survivorship and not as tenants in common

	 
	 	 	 	 	 	 
	UNIF GIFT MIN ACT -                      Custodian                     
	 	 
	 

	(Cust)
	 	         (Minor)	 	 
	 	Under Uniform Gifts to Minors Act	 	 
	 
	 	 	 	 	 	 
	 	 	 	 
	 	 
(State)	 	 




Additional abbreviations may also be used though not in the above list.




 






     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto



PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE




	 	 	 

	 

	 	 
	PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE





the within Security and all rights thereunder, hereby irrevocably constituting and appointing ______________ attorney to transfer said Security on the books of the Company, with
full power of substitution in the premises.




	 	 	 	 	 

	Dated:

	 	 	 	 
	 

	 	 

Signature
	 	 






NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.







B-8









 








Schedule I




SCHEDULE OF TRANSFERS AND EXCHANGES


JOHNSON CONTROLS, INC.


4.25% Senior Notes due 2021



     The initial principal amount of this Global Debt Security is
[               ] Dollars
($[               ]). The following increases or decreases in the principal amount of this Global Debt Security
have been made:





	 	 	 	 	 	 	 	 	 
	 	 	Amount of Decrease in	 	Amount of Increase in	 	Principal Amount of this	 	Signature of
	 	 	Principal Amount of	 	Principal Amount of	 	Global Debt Security	 	Authorized
	Date of	 	this Global Debt	 	this Global Debt	 	following such Decrease	 	Signatory of trustee
	Exchange	 	Security	 	Security	 	or Increase	 	or Custodian
	 
	 	 	 	 	 	 	 	 






B-9









 





EXHIBIT C




FORM OF NOTE




     Unless this certificate is presented by an authorized representative of the Depository Trust
Company, a New York Corporation (the “Depositary”), to the Issuer or its agent for registration of
transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized representative of the Depositary (and any
payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of the Depositary), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.



			
	 
	REGISTERED
	 	REGISTERED






JOHNSON CONTROLS, INC.


5.70% SENIOR NOTES DUE 2041




CUSIP: 478366AW7


ISIN: US478366AW73





			
	No. [               ]
	 	US$[               ]






     JOHNSON CONTROLS, INC., a corporation duly organized and existing under the laws of the State
of Wisconsin (the “Company,” which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to [               ], or registered
assignees, the principal sum set forth in the Schedule of Transfers and Exchanges in Note attached
hereto, which amount shall not exceed Three Hundred Million and 00/100 Dollars ($300,000,000) on
March 1, 2041, and to pay interest thereon from February 4, 2011, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually on March 1 and
September 1 of each year, commencing September 1, 2011, at the rate of 5.70% per annum, until the
principal hereof becomes due and payable, and at such rate on any overdue principal and (to the
extent that the payment of such interest shall be legally enforceable) on any overdue installment
of interest. The interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose name this 5.70%
Note Due 2041 (this “Note,” and all of the Notes collectively referred to herein as the “Notes”)
(or one or more Predecessor Debt Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the February 15 or August 15 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date; provided, however,
that interest payable on the Interest Payment Date occurring at maturity will be paid to the person
to whom principal shall be payable. Any such interest not punctually paid or duly provided for on
any Interest Payment Date shall forthwith cease to be payable to the registered Holder on such
Regular Record Date by virtue of his having been such Holder, and may either be paid to the Person
in whose name this Note (or one or more Predecessor Debt Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice



C-1









 




whereof shall be given to Holders of Notes not more than 15 days and not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes may be listed, and
upon such notice as may be required by such exchange, all as more fully provided in said Indenture.




     This is one of the Debt Securities of the series designated herein issued under the
within-mentioned Indenture.



	 	 	 	 	 
	Dated:  February 4, 2011




	U.S. Bank National Association,

As Trustee

 	 	 
	By:  	 	 	 
	 	Authorized Officer 	 	 
	 	 	 	 
	 




C-2









 






     Payments of interest will be made by wire transfer of immediately available funds. Principal
and any premium and interest payable at Maturity will be paid in immediately available funds upon
surrender of such Note at the office of a Paying Agent in The City of New York, New York or at such
other office or agency as the Company may designate.



     Unless the certificate of authentication herein has been duly executed by the Trustee referred
to herein by manual signature, this Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.



     This Note is one of a duly authorized issue of securities of the Company (the “Debt
Securities”), issued or to be issued in one or more series under an indenture, dated as of January
17, 2006 (the “ Base Indenture”), between the Company and U.S. Bank National Association (the
“Trustee,” which term includes any successor Trustee under the Base Indenture) to which Base
Indenture, together with all indentures supplemental to the Base Indenture and the Officers’
Certificates under Section 3.01 of the Base Indenture setting forth the form and terms of the Notes
(the Base Indenture as so supplemented, “the Indenture”), reference is hereby made for a statement
of the respective rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is one of the series designated on the face hereof limited
in aggregate principal amount to $300,000,000, except that the Company may, without the consent of
the Holders, “reopen” the series and issue more notes that have the same ranking, interest rate,
maturity date and other terms as this Note.



     All or a portion of the Notes may be redeemed by the Company at any time or from time to time.
The Redemption Price for the Notes to be redeemed on any Redemption Date will be equal to the
greater of (i) 100% of the principal amount of the Notes being redeemed on the Redemption Date and
(ii) the sum of the present values of the remaining scheduled payments of principal and interest on
the Notes being redeemed on that Redemption Date (not including any portion of any payments of
interest accrued to the Redemption Date), discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined
below), plus 20 basis points, plus in either of case (i) or (ii) above, accrued and unpaid interest
on the Notes being redeemed to the Redemption Date. Holders of Notes to be redeemed will receive
notice thereof by first-class mail at least 30 and not more than 60 days prior to the Redemption
Date. If fewer than all of the fixed rate notes are to be redeemed, the Trustee will select, not
more than 60 days prior to the Redemption Date, the particular Notes or portions thereof for
redemption from the outstanding not previously called by such method as the Trustee deems fair and
appropriate.



     For the purposes of determining the Redemption Price, “Treasury Rate” means, with respect to
any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such
Redemption Date. The Treasury Rate will be calculated on the third business day preceding the
Redemption Date. “Comparable Treasury Issue” means the U.S. Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the Notes to
be redeemed that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of Debt Securities of



C-3









 




comparable maturity to the remaining term of such Notes. “Independent Investment Banker” means one
of the Reference Treasury Dealers appointed by the Company. “Comparable Treasury Price” means,
with respect to any Redemption Date, (1) the average of five Reference Treasury Dealer Quotations
for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer
Quotations, or (2) if the Independent Investment Banker obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such quotations. “Reference Treasury Dealer” means
(i) each of J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Citigroup Global Markets Inc. and Goldman, Sachs & Co. (or their respective affiliates that are
primary U.S. Government securities dealers); provided, however, that if any of the foregoing shall
cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”), the Company will substitute therefor another Primary Treasury Dealer, and (2) any other
Primary Treasury Dealer selected by the Company after consultation with the Independent Investment
Banker. “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury
Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New
York City time, on the third business day preceding the Redemption Date.




     The Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking
fund or analogous provision.



     Upon the occurrence of a Change of Control Triggering Event with respect to the Notes, unless
the Company has exercised its right to redeem the Notes, each Holder of Notes will have the right
to require the Company to purchase all or a portion of such Holder’s Notes pursuant to a Change of
Control Offer, at a purchase price equal to 101% of the principal amount thereof plus accrued and
unpaid interest, if any, up to but not including the date of purchase, subject to the rights of
Holders of Notes on the relevant record date to receive interest due and owing on the relevant
Interest Payment Date. The Change of Control Offer will be made in accordance with the terms
specified in the Indenture.



     With the consent of the Holders of greater than 50% in aggregate principal amount of the
Outstanding Debt Securities of each series affected by such supplemental indenture, the Company and
the Trustee may enter into an indenture or indentures supplemental to the Indenture for the purpose
of adding any provisions to or changing the provisions of the Indenture or any supplement thereto
or of modifying in any manner the rights of the Holders of the Debt Securities of each series under
the Indenture; provided, however, that no such supplemental indenture shall (a) extend the time or
terms of payment of the principal at maturity of, or the interest on, any such series of Debt
Securities, or reduce principal or premium or the rate of interest, without the consent of the
Holder thereof, or (b) without the consent of all of the Holders of any series of Debt Securities
then outstanding, reduce the percentage of Debt Securities of any such series, the Holders of which
are required to consent (i) to any such supplemental indenture, (ii) to rescind and annul a
declaration that the Debt Securities of any series are due and payable as a result of the
occurrence of an Event of Default, (iii) to waive any past Event of Default under the Indenture and
its consequences and (iv) to waive compliance with certain other provisions contained in the
Indenture.



C-4









 





     The Company and the Trustee may enter into an indenture or indentures supplemental to the
Indenture without the consent of the Holders for limited purposes specified in the Indenture.



     The Holders of greater than 50% in aggregate principal amount of the Outstanding Notes may on
behalf of the Holders of all the Notes waive any past default or Event of Default under the
Indenture and its consequences except a default in the payment of principal of or premium, if any,
or interest on the Notes.



     Holders of Notes may not enforce their rights pursuant to the Indenture or the Notes except as
provided in the Indenture. No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of (and premium, if any) and interest on this Note at the
times, place and rate, and in the coin or currency, herein prescribed.



     The Notes are issuable only in registered form without coupons in denominations of U.S.$2,000
and any integral multiples of U.S.$1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate
principal amount of Notes that are of other authorized denominations.



     Notes to be exchanged shall be surrendered at any office or agency maintained by the Company
for such purpose, and the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor the Notes which the Holder making the exchange shall be entitled to receive.
Upon due presentment for registration of transfer of any Note at any such office or agency, the
Company shall execute and register and the Trustee shall authenticate and deliver in the name of
the transferee or transferees a new Note for an equal aggregate amount. Registration or
registration of transfer of any Note by the Debt Security Registrar (initially U.S. Bank National
Association) in the registry books maintained by such Debt Security Registrar in The City of New
York, New York, and delivery of such Note, duly authenticated, shall be deemed to complete the
registration or registration of transfer of such Note.



     No service charge shall be made for any exchange or registration of transfer, but the Company
or the Trustee may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. Prior to due presentment of a Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the person
in whose name a Note is registered as the owner for all purposes whether or not such Note be
overdue and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     Certain of the Company’s obligations under the Indenture with respect to the Notes may be
terminated if the Company irrevocably deposits with the Trustee money or eligible instruments
sufficient to pay and discharge the entire indebtedness on all of the Notes, as described in the
Indenture.



     This Note is in the form of a Global Security as provided in the Indenture. If at any time
the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for
this Note or if at any time the Depositary for the Notes shall no longer be eligible or in good
standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or



C-5









 




regulation, the Company shall appoint a successor Depositary with respect to this Note. If a
successor Depositary for this Note is not appointed by the Company within 90 days after the Company
receives notice or becomes aware of such ineligibility, the Company will issue Notes in definitive
form in exchange for the Global Security representing Notes in an aggregate principal amount equal
to the principal amount of this Note in exchange for this Note.




     No recourse under or upon any obligation, covenant or agreement of the Indenture, any
supplemental indenture, or of any Note, or for any claim based hereon, or otherwise in respect
thereof shall be had against any incorporator, stockholder, or director, as such, past, present or
future, of the Company or any Subsidiary or of any predecessor or successor corporation, either
directly or through the Company, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liabilities being, by the
acceptance hereof and as part of the consideration for the issue hereof, expressly waived and
released.



     The Notes are subject to defeasance at the option of the Company as provided in the Indenture.



     All terms used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



C-6









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 
	Dated: February 4, 2011 	JOHNSON CONTROLS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	R. Bruce McDonald 	 
	 	 	Title:  	Vice President and Chief Financial
Officer 	 
	 
	[SEAL]
	


Attest:

 	 
	 	By:  	 	 
	 	 	Name:  	Jerome D. Okarma 	 
	 	 	Its:	Vice President, Secretary and General
Counsel 	 



C-7









 





 






ABBREVIATIONS




     The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:



	 	 	 	 	 	 	 

	TEN COM — as tenants in common

	TEN ENT — as tenants by the entireties

	JT TEN  — as joint tenants with right of survivorship and not as tenants in common

	 
	 	 	 	 	 	 
	UNIF GIFT MIN ACT -                      Custodian                     
	 	 
	 

	 	(Cust)
	 	(Minor)	 	 
	 	 	Under Uniform Gifts to Minors Act	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	(State)	 	 





Additional abbreviations may also be used though not in the above list.
 






     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto



PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE




	 	 	 

	 

	 	 
	PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE





the within Security and all rights thereunder, hereby irrevocably constituting and appointing                           attorney to transfer said Security on the books of the Company, with
full power of substitution in the premises.




	 	 	 	 	 

	Dated:
 

	 	 	 	 
	 

	 	 	 	 
	 

	 	Signature	 	 






NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.







C-8









 








Schedule I




SCHEDULE OF TRANSFERS AND EXCHANGES




JOHNSON CONTROLS, INC.




5.70% Senior Notes due 2041




     The initial principal amount of this Global Debt Security [               ] Dollars ($[               
]). The following increases or decreases in the principal amount of this Global Debt Security
have been made:



	 	 	 	 	 	 	 	 	 
	 	 	Amount of Decrease in	 	Amount of Increase in	 	Principal Amount of this	 	Signature of
	 	 	Principal Amount of	 	Principal Amount of	 	Global Debt Security	 	Authorized
	Date of	 	this Global Debt	 	this Global Debt	 	following such Decrease	 	Signatory of trustee
	Exchange	 	Security	 	Security	 	or Increase	 	or Custodian
	 
	 	 	 	 	 	 	 	 





C-9









 






EXHIBIT D




FORM OF NOTE




     Unless this certificate is presented by an authorized representative of the Depository Trust
Company, a New York Corporation (the “Depositary”), to the Issuer or its agent for registration of
transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized representative of the Depositary (and any
payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of the Depositary), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.



					
	 	 	 	 	 
	REGISTERED
	 	 	 	REGISTERED






JOHNSON CONTROLS, INC.




FLOATING RATE NOTES DUE 2014




					
	 
	 	 	 	CUSIP: 478366AY3
	 	 	 	 	 
	 
	 	 	 	ISIN: US478366AY30
	 	 	 	 	 
	No. [               ]
	 	 	 	US$[               ]






     JOHNSON CONTROLS, INC., a corporation duly organized and existing under the laws of the State
of Wisconsin (the “Company,” which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to [             ], or registered
assignees, the principal sum of Three Hundred Fifty Million and 00/100 Dollars ($350,000,000) on
February 4, 2014, and to pay interest thereon from February 4, 2011, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for, on February 4, May 4,
August 4 and November 4 of each year (each, an “Interest Payment Date”), commencing May 4, 2011, at
a floating rate of interest until the principal hereof becomes due and payable, and at such rate on
any overdue principal and (to the extent that the payment of such interest shall be legally
enforceable) on any overdue installment of interest. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to
the Person in whose name this Floating Rate Note Due 2014 (this “Note,” and all of the Notes
collectively referred to herein as the “Notes”) (or one or more Predecessor Debt Securities) is
registered at the close of business on the Regular Record Date for such interest, which shall be
the fifteenth calendar day prior to the Interest Payment Date; provided, however, that interest
payable on the Interest Payment Date occurring at maturity will be paid to the person to whom
principal shall be payable. Any such interest not punctually paid or duly provided for on any
Interest Payment Date shall forthwith cease to be payable to the registered Holder on such Regular
Record Date by virtue of his having been such Holder, and may either be paid to the Person in whose
name this Note (or one or more Predecessor Debt Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee,
notice whereof shall be given to Holders of Notes not more than 15 days and not less than 10 days
prior to such Special Record



D-1









 




Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Notes may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.




     The interest rate on this Note will be reset quarterly on February 4, May 4, August 4 and
November 4 of each year, commencing May 4, 2011 (each, an “Interest Reset Date”). This Note will
bear interest at a per annum rate equal to three-month LIBOR (as defined below) for the applicable
Interest Period or Initial Interest Period (each as defined below) plus 0.41% (41 basis points).
The interest rate for the Initial Interest Period will be three-month LIBOR, determined as of
February 2, 2011, plus 0.41% per annum. The “Initial Interest Period” is the period from February
4, 2011 to but excluding May 4, 2011. Thereafter, each “Interest Period” will be the period from
and including an Interest Payment Date to but excluding the immediately succeeding Interest Payment
Date; provided that the final Interest Period will be the period from and including the Interest
Payment Date immediately preceding the maturity date of this Note to but excluding the maturity
date. Interest on the this Note will be computed on the basis of the actual number of days elapsed
over a 360-day year.



     If any Interest Payment Date or Interest Reset Date would otherwise be a day that is not a
Business Day (as defined below), the Interest Payment Date or the Interest Reset Date, as
applicable, will be postponed to the immediately succeeding day that is a Business Day, except that
if that Business Day is in the immediately succeeding calendar month, the Interest Payment Date or
Interest Reset Date will be the immediately preceding Business Day.



     The interest rate in effect on each day will be (i) if that day is an Interest Reset Date, the
interest rate determined as of the Interest Determination Date (as defined below) immediately
preceding such Interest Reset Date or (ii) if that day is not an Interest Reset Date, the interest
rate determined as of the Interest Determination Date immediately preceding the most recent
Interest Reset Date or the original issue date, as the case may be.



     The interest rate applicable to each Interest Period commencing on the related Interest
Payment Date, or the date of original issuance in the case of the Initial Interest Period, will be
the rate determined as of the applicable Interest Determination Date. The “Interest Determination
Date” will be the second London business day immediately preceding the date of original issuance,
in the case of the initial Interest Period, or thereafter the applicable Interest Reset Date.



     U.S. Bank National Association, or its successor appointed by the Company, will act as
calculation agent. Three-month LIBOR will be determined by the calculation agent as of the
applicable Interest Determination Date in accordance with the following provisions:



     (i) LIBOR is the rate for deposits in U.S. dollars for the 3-month period which appears on
Bloomberg Page BBAM1 (as defined below) at approximately 11:00 a.m., London time, on the applicable
Interest Determination Date. “Bloomberg Page BBAM1” means the display designated on page “BBAM1” on
the Bloomberg Service (or such other page as may replace the BBAM1 page on that service, any
successor service or such other service or services as may be nominated by the British Bankers’
Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits).
If no rate appears on Bloomberg Page BBAM1, LIBOR



D-2









 




for such Interest Determination Date will be determined in accordance with the provisions of
paragraph (ii) below.




     (ii) With respect to an Interest Determination Date on which no rate appears on Bloomberg Page
BBAM1 as of approximately 11:00 a.m., London time, on such Interest Determination Date, the
calculation agent shall request the principal London offices of each of four major reference banks
(which may include affiliates of J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Citigroup Global Markets Inc., Goldman, Sachs & Co., U.S. Bancorp Investments, Inc.,
Banca IMI S.p.A., Barclays Capital Inc., Commerz Markets LLC, Credit Agricole Securities (USA)
Inc., Danske Markets Inc., ING Financial Markets LLC, Mitsubishi UFJ Securities (USA), Inc.,
Standard Chartered Bank, Wells Fargo Securities, LLC, BBVA Securities Inc., RBS Securities Inc., TD
Securities (USA) LLC and UniCredit Capital Markets, LLC (collectively, the “Underwriter Banks”)) in
the London interbank market selected by the calculation agent (after consultation with the Company)
to provide the calculation agent with a quotation of the rate at which deposits of U.S. dollars
having a three-month maturity, commencing on the second London business day (as defined below)
immediately following such Interest Determination Date, are offered by it to prime banks in the
London interbank market as of approximately 11:00 a.m., London time, on such Interest Determination
Date in a principal amount equal to an amount of not less than U.S. $1,000,000 that is
representative for a single transaction in such market at such time. If at least two such
quotations are provided, LIBOR for such Interest Determination Date will be the arithmetic mean of
such quotations as calculated by the calculation agent. If fewer than two quotations are provided,
LIBOR for such Interest Determination Date will be the arithmetic mean of the rates quoted as of
approximately 11:00 a.m., New York City time, on such Interest Determination Date by three major
banks (which may include affiliates of the Underwriter Banks) selected by the calculation agent
(after consultation with the Company) for loans in U.S. dollars to leading European banks having a
three-month maturity commencing on the second London business day immediately following such
Interest Determination Date and in a principal amount equal to an amount of not less than U.S.
$1,000,000 that is representative for a single transaction in such market at such time; provided,
however, that if the banks selected as aforesaid by the calculation agent are not quoting such
rates as mentioned in this sentence, LIBOR for such Interest Determination Date will be LIBOR
determined with respect to the immediately preceding Interest Determination Date.



     All percentages resulting from any calculation of any interest rate for this Note will be
rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five
one-millionths of a percentage point rounded upward (e.g., 9.876545% (or .09876545) would be
rounded to 9.87655% (or .0987655), and all dollar amounts will be rounded to the nearest cent, with
one-half cent being rounded upward.



     Promptly upon such determination, the calculation agent will notify the Company and the
Trustee (if the calculation agent is not the Trustee) of the interest rate for the new Interest
Period. Upon request of a holder of the the Notes, the calculation agent will provide to such
Holder the interest rate in effect on the date of such request and, if determined, the interest
rate for the next Interest Period.



D-3









 





     All calculations made by the calculation agent for the purposes of calculating interest on
this Note shall be conclusive and binding on the holders and the Company, absent manifest errors.



     A business day with respect to the Notes means (i) any day, other than a Saturday or Sunday,
that is neither a legal holiday nor a day on which banking institutions are authorized or required
by law or regulation to close in The City of New York and (ii) that is also a “London business day”
(as defined below). A “London business day” with respect to the Securities means a day on which
dealings in deposits in U.S. dollars are transacted in the London interbank market.



     This is one of the Debt Securities of the series designated herein issued under the
within-mentioned Indenture.


Dated: February 4, 2011



U.S. Bank National Association,




     As Trustee



	 	 	 	 	 
	By:  	 	 	 
	 	Authorized Officer 	 	 
	 	 	 	 



D-4









 






	 	 	 	 	 




     Payments of interest will be made by wire transfer of immediately available funds. Principal
and any premium and interest payable at Maturity will be paid in immediately available funds upon
surrender of such Note at the office of a Paying Agent in The City of New York, New York or at such
other office or agency as the Company may designate.



     Unless the certificate of authentication herein has been duly executed by the Trustee referred
to herein by manual signature, this Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.



     This Note is one of a duly authorized issue of securities of the Company (the “Debt
Securities”), issued or to be issued in one or more series under an indenture, dated as of January
17, 2006 (the “ Base Indenture”), between the Company and U.S. Bank National Association (the
“Trustee,” which term includes any successor Trustee under the Base Indenture) to which Base
Indenture, together with all indentures supplemental to the Base Indenture and the Officers’
Certificates under Section 3.01 of the Base Indenture setting forth the form and terms of the Notes
(the Base Indenture as so supplemented, “the Indenture”), reference is hereby made for a statement
of the respective rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be,
authenticated and delivered. This Note is one of the series designated on the face hereof limited
in aggregate principal amount to $350,000,000, except that the Company may, without the consent of
the Holders, “reopen” the series and issue more notes that have the same ranking, interest rate,
maturity date and other terms as this Note.



     The Notes will not be redeemable prior to maturity.



     The Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking
fund or analogous provision.



     Upon the occurrence of a Change of Control Triggering Event with respect to the Notes, each
Holder of Notes will have the right to require the Company to purchase all or a portion of such
Holder’s Notes pursuant to a Change of Control Offer, at a purchase price equal to 101% of the
principal amount thereof plus accrued and unpaid interest, if any, up to but not including the date
of purchase, subject to the rights of Holders of Notes on the relevant record date to receive
interest due and owing on the relevant Interest Payment Date. The Change of Control Offer will be
made in accordance with the terms specified in the Indenture.



     With the consent of the Holders of greater than 50% in aggregate principal amount of the
Outstanding Debt Securities of each series affected by such supplemental indenture, the Company and
the Trustee may enter into an indenture or indentures supplemental to the Indenture for the purpose
of adding any provisions to or changing the provisions of the Indenture or any supplement thereto
or of modifying in any manner the rights of the Holders of the Debt Securities of each series under
the Indenture; provided, however, that no such supplemental indenture shall (a) extend the time or
terms of payment of the principal at maturity of, or the interest on, any such series of Debt
Securities, or reduce principal or premium or the rate of interest, without the consent of the
Holder thereof, or (b) without the consent of all of the Holders of any series of Debt Securities
then outstanding, reduce the percentage of Debt Securities of any such series, the Holders of which
are required to consent (i) to any such



D-5









 




supplemental indenture, (ii) to rescind and annul a declaration that the Debt Securities of
any series are due and payable as a result of the occurrence of an Event of Default, (iii) to waive
any past Event of Default under the Indenture and its consequences and (iv) to waive compliance
with certain other provisions contained in the Indenture.




     The Company and the Trustee may enter into an indenture or indentures supplemental to the
Indenture without the consent of the Holders for limited purposes specified in the Indenture.



     The Holders of greater than 50% in aggregate principal amount of the Outstanding Notes may on
behalf of the Holders of all the Notes waive any past default or Event of Default under the
Indenture and its consequences except a default in the payment of principal of or premium, if any,
or interest on the Notes.



     Holders of Notes may not enforce their rights pursuant to the Indenture or the Notes except as
provided in the Indenture. No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of (and premium, if any) and interest on this Note at the
times, place and rate, and in the coin or currency, herein prescribed.



     The Notes are issuable only in registered form without coupons in denominations of U.S.$2,000
and any integral multiples of U.S.$1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate
principal amount of Notes that are of other authorized denominations.



     Notes to be exchanged shall be surrendered at any office or agency maintained by the Company
for such purpose, and the Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor the Notes which the Holder making the exchange shall be entitled to receive.
Upon due presentment for registration of transfer of any Note at any such office or agency, the
Company shall execute and register and the Trustee shall authenticate and deliver in the name of
the transferee or transferees a new Note for an equal aggregate amount. Registration or
registration of transfer of any Note by the Debt Security Registrar (initially U.S. Bank National
Association) in the registry books maintained by such Debt Security Registrar in The City of New
York, New York, and delivery of such Note, duly authenticated, shall be deemed to complete the
registration or registration of transfer of such Note.



     No service charge shall be made for any exchange or registration of transfer, but the Company
or the Trustee may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. Prior to due presentment of a Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the person
in whose name a Note is registered as the owner for all purposes whether or not such Note be
overdue and neither the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.



     Certain of the Company’s obligations under the Indenture with respect to the Notes may be
terminated if the Company irrevocably deposits with the Trustee money or eligible instruments
sufficient to pay and discharge the entire indebtedness on all of the Notes, as described in the
Indenture.



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     This Note is in the form of a Global Security as provided in the Indenture. If at any time
the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for
this Note or if at any time the Depositary for the Notes shall no longer be eligible or in good
standing under the Securities Exchange Act of 1934, as amended, or other applicable statute or
regulation, the Company shall appoint a successor Depositary with respect to this Note. If a
successor Depositary for this Note is not appointed by the Company within 90 days after the Company
receives notice or becomes aware of such ineligibility, the Company will issue Notes in definitive
form in exchange for the Global Security representing Notes in an aggregate principal amount equal
to the principal amount of this Note in exchange for this Note.



     No recourse under or upon any obligation, covenant or agreement of the Indenture, any
supplemental indenture, or of any Note, or for any claim based hereon, or otherwise in respect
thereof shall be had against any incorporator, stockholder, or director, as such, past, present or
future, of the Company or any Subsidiary or of any predecessor or successor corporation, either
directly or through the Company, whether by virtue of any constitution, statute or rule of law, or
by the enforcement of any assessment or penalty or otherwise, all such liabilities being, by the
acceptance hereof and as part of the consideration for the issue hereof, expressly waived and
released.



     The Notes are subject to defeasance at the option of the Company as provided in the Indenture.



     All terms used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



	 	 	 	 	 
	Dated: February 4, 2011 	JOHNSON CONTROLS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	R. Bruce McDonald 	 
	 	 	Title:  	Vice President and Chief Financial
Officer 	 
	 
	       [SEAL]




	 	Attest:

 	 
	 	By:  	 	 
	 	 	Name:  	Jerome D. Okarma 	 
	 	 	Its: Vice President, Secretary and General
Counsel 	 



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ABBREVIATIONS





     The following abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to applicable laws or
regulations:



	 	 	 	 	 	 	 

	TEN COM — as tenants in common

	TEN ENT — as tenants by the entireties

	JT TEN  — as joint tenants with right of survivorship and not as tenants in common

	 
	 	 	 	 	 	 
	UNIF GIFT MIN ACT -                      Custodian                     
	 	 
	 

	 	(Cust)
	 	(Minor)	 	 
	 	 	Under Uniform Gifts to Minors Act	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	(State)	 	 





Additional abbreviations may also be used though not in the above list.



 






     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto



PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE




	 	 	 

	 

	 	 
	PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE





the within Security and all rights thereunder, hereby irrevocably constituting and appointing __________ attorney to transfer said Security on the books of the Company, with
full power of substitution in the premises.




	 	 	 	 	 

	Dated:
 

	 	 	 	 
	 

	 	 	 	 
	 

	 	Signature	 	 






NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF
THE WITHIN INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.




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Schedule I




SCHEDULE OF TRANSFERS AND EXCHANGES




JOHNSON CONTROLS, INC.




Floating Rate Notes due 2014




     The initial principal amount of this Global Debt Security [               ] Dollars ($[               
]). The following increases or decreases in the principal amount of this Global Debt Security
have been made:



	 	 	 	 	 	 	 	 	 
	 	 	Amount of Decrease in	 	Amount of Increase in	 	Principal Amount of this	 	Signature of
	 	 	Principal Amount of	 	Principal Amount of	 	Global Debt Security	 	Authorized
	Date of	 	this Global Debt	 	this Global Debt	 	following such Decrease	 	Signatory of trustee
	Exchange	 	Security	 	Security	 	or Increase	 	or Custodian
	 
	 	 	 	 	 	 	 	 






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