Johnson Controls 2010 Annual Report Download - page 43

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43
In March 2009, the Company closed concurrent public offerings. The Company issued $402.5 million aggregate
amount of 6.5% senior, unsecured, fixed rate convertible notes that mature September 30, 2012. The notes are
convertible into shares of the Company’s common stock at a conversion rate of 89.3855 shares of common
stock per $1,000 principal amount of notes, which is equal to a conversion price of approximately $11.19 per
share, subject to anti-dilution adjustments. The Company also issued nine million Equity Units (the ―Equity
Units‖) each of which has a stated amount of $50 in an aggregate principal amount of $450 million. The Equity
Units consist of (i) a forward purchase contract obligating the holder to purchase from the Company for a price
in cash of $50, on the purchase contract settlement date of March 31, 2012, subject to early settlement, a certain
number of shares of the Company’s common stock and (ii) a 1/20, or 5%, undivided beneficial ownership
interest in $1,000 principal amount of the Company’s 11.5% subordinated notes due 2042.
In September 2009, the Company settled the results of its previously announced offer to exchange (a) any and
all of its outstanding 6.5% convertible senior notes due 2012 for the following consideration per $1,000
principal amount of convertible senior notes: (i) 89.3855 shares of the Company’s common stock, (ii) a cash
payment of $120 and (iii) accrued and unpaid interest on the convertible senior notes to, but excluding, the
settlement date, payable in cash. Upon settlement of the exchange offer, approximately $400 million aggregate
principal amount of convertible senior notes were exchanged for approximately 36 million shares of common
stock and approximately $61 million in cash ($48 million of debt conversion payments and $13 million of
accrued interest on the convertible senior notes). As a result of the exchange, in the fourth quarter of fiscal 2009
the Company recognized approximately $57 million of debt conversion costs within its consolidated statement
of income which was comprised of $48 million of debt conversion costs on the exchange and a $9 million
charge related to the write-off of unamortized debt issuance costs.
In September 2009, the Company settled the results of its previously announced offer to exchange up to
8,550,000 of its nine million outstanding Equity Units in the form of Corporate Units (the ―Corporate Units‖)
comprised of a purchase contract obligating the holder to purchase from the Company shares of its common
stock and a 1/20, or 5%, undivided beneficial ownership interest in $1,000 principal amount of the Company’s
11.50% subordinated notes due 2042, for the following consideration per Corporate Unit: (i) 4.8579 shares of
the Company’s common stock, (ii) a cash payment of $6.50 and (iii) a distribution consisting of the pro rata
share of accrued and unpaid interest on the subordinated notes to, but excluding, the settlement date, payable in
cash. Upon settlement of the exchange offer, approximately 8,082,085 Corporate Units (consisting of $404
million aggregate principal amount of outstanding 11.50% subordinated notes due 2042) were exchanged for
approximately 39 million shares of common stock and approximately $65 million in cash ($52 million of debt
conversion payments and $13 million of accrued interest payments on the subordinated notes). As a result of the
exchange, in the fourth quarter of fiscal 2009 the Company recognized approximately $54 million of debt
conversion costs within its consolidated statement of income which was comprised of $53 million of debt
conversion costs on the exchange and a $1 million charge related to the write-off of unamortized debt issuance
costs.
In November 2009, the Company repurchased 670 bonds ($670,000 par value) of its 6.5% convertible notes
maturing September 30, 2012. The Company used cash to fund the repurchase.
In December 2009, the Company repurchased an additional 1,015 bonds ($1,015,000 par value) of its 6.5%
convertible notes maturing September 30, 2012. The Company used cash to fund the repurchase.
In December 2009, the Company retired its 7 billion yen, three year, floating rate loan agreement that was
scheduled to mature on January 18, 2011. The Company used cash to repay the note.
In December 2009, the Company retired its 12 billion yen, three year, floating rate loan agreement that matured.
The Company used cash to repay the note.
In December 2009, the Company retired approximately $13 million in principal amount of its fixed rate bonds
that was scheduled to mature on January 15, 2011. The Company used cash to fund the repurchase.
In February 2010, the Company retired approximately $30 million in principal amount of its fixed rate bonds
that was scheduled to mature on January 15, 2011. The Company used cash to fund the repurchase.
In February 2010, the Company retired its 18 billion yen, three year, floating rate loan agreement that was
scheduled to mature on January 18, 2011. The Company used cash to repay the note.
In March 2010, the Company issued $500 million aggregate principal amount of 5.0% senior unsecured fixed
rate notes due in fiscal 2020. Net proceeds from the issue were used for general corporate purposes including
the retirement of short-term debt.