Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Dr. Beda Bolzenius, who is currently Corporate Vice President and President - Automotive Seating of Johnson Controls, Inc. (the "Company"), relocated from Germany to the United States in 2007 at the Company's request. On November 30, 2012, to protect Dr. Bolzenius from negative tax consequences resulting from his relocation, the Company entered into an arrangement with Dr. Bolzenius that is similar to a tax-equalization program relating to taxes that the German government claimed on compensation that the Company paid to Dr. Bolzenius and future taxes that Dr. Bolzenius will pay to non-U.S. jurisdictions on compensation from the Company. Dr. Bolzenius paid United States taxes on all of his compensation for 2007 and subsequent years. In 2012, the German government assessed Dr. Bolzenius and one of the Company's German subsidiaries for taxes on a portion of Dr. Bolzenius' compensation for 2007 through 2010. Under the arrangement, the Company is paying a portion of the non-U.S. tax liability sufficient to permit Dr. Bolzenius to maintain his U.S. net income on compensation from the Company for 2007 and subsequent years and is purchasing at their estimated fair value the full amount of the U.S. tax refunds expected to result from Dr. Bolzenius' claim of foreign tax credits following payments of the German tax liability for 2007 through 2010. On November 30, 2012, the Company paid the portion of the German tax liability relating to 2007 and 2008 in the amount of $73,621 (based on a conversion of Euros into U.S. Dollars using an exchange rate as of November 30, 2012 of 1.3 U.S. Dollars to 1.00 Euro), and the Company paid $870,526 to purchase the related U.S. tax refunds, which the Company expects will have a value of at least $877,000. The Company has not provided Dr. Bolzenius with a tax gross-up in connection with this arrangement, and he will therefore be solely responsible for the additional U.S. taxes owed as a result of the Company's payment of a portion of the non-U.S. tax liability for 2007 and subsequent years.

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