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CORRESP
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corresp

Ms. Nili Shah

Branch Chief

Securities and Exchange Commission

Washington, D.C. 20549-0510

October 17, 2005

    Re:

    Johnson Controls, Inc.

Comment letter dated September 28, 2005

Commission File No. 1-5097

Dear Ms. Shah:

In response to the comment letter dated September 28, 2005 relating to our Form 10-Q for the period
ended June 30, 2005 and Form 8-K filed August 25, 2005, the following is Johnson Controls, Inc.’s
(the “Company”) response to comment (1). We understand and agree with comment (2) based upon an
oversight on our part and we will expand our discussion to more specifically address why we believe
ROIC to be a useful measure of Company performance in future filings.

1. The Commission’s comment was as follows:

We have read your response to the third comment in our letter dated August 30, 2005 related to the
deconsolidation of a joint venture. It is not evident to us that you controlled the joint venture,
in the manner contemplated by SFAS 94, prior to the deconsolidation. Therefore, please provide an
analysis that demonstrates in further detail how you controlled the joint venture given the
guidance in SFAS 94, and tell us why you believe that equity method accounting under APB 18 was not
appropriate. In this regard,

    •

    Please tell us who the other investors are and whether they are related to the primary
customer supplied by the joint venture.

    •

    Please provide us with a copy of the joint venture agreement and any other relevant
contracts.

    •

    You appear to have concluded that the joint venture is a voting interest entity, as
opposed to a variable interest entity. Please tell us your consideration of paragraph 5
of FIN 46R in reaching this conclusion.

    •

    Identify the material rights and obligations, as stated in the joint venture agreement,
possessed by each of the investors and explain how such rights are consistent with your
determination that you had control as contemplated by SFAS 94. In addition, address the
following:

    •

    Identify the governing body, the number of members on this body, and
the rights of each investor to appoint and remove these members.

    •

    Describe the ability of each investor to participate in operating and capital decisions. We note
your discussion regarding the role of the Chairman of the Joint Venture and the role of the Company
with respect to certain changes in operational and capital budget decisions. However, please clarify
the rights held by the other investors if they disagreed with the
actions of the Chairman of the Joint Venture or you.

Ms. Nili Shah

October 17, 2005

Page 2 of 2

    •

    Clarify who, if anyone, has the unilateral authority to establish
business relationships, employee compensation, and financial forecasts/budgets.

    •

    Whether you have any puts, calls, or rights of first refusal over the
interests of the other investors.

    In your response, please cite the specific paragraphs in the joint venture agreement on
which you rely.

    •

    Please tell us if you have any other investments where you are consolidating despite a
less than majority equity interest. If so, please quantify for us the impact of
consolidation for each of these entities.

The Company provides the following in response to the Staff’s comment:

[Redacted Information]

We would appreciate the opportunity to have a conference call with the Staff to discuss our
response and to facilitate a timely resolution of this matter given the Company’s upcoming fiscal
2005 earnings release and subsequent filing of its 2005 Annual Report on Form 10-K. In addition, if
there are any further comments or questions, please do not hesitate to contact me at (414)
524-3422.

Very truly yours,

JOHNSON CONTROLS, INC.

/s/ R. Bruce McDonald

R. Bruce McDonald

Vice President and

Chief Financial Officer