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Auto Component Maker Johnson Controls First Quarter Earnings Up.

MILWAUKEE, Jan. 18 Johnson Controls, Inc. today reported a sales increase of 8%, an increase in operating income of 5%, and level diluted earnings per share of $1.27 for the first quarter of fiscal 2002. The comparisons are with last year's first-quarter results that have been adjusted to exclude the effects of goodwill amortization expense.

Sales for the three months ended December 31, 2001 were $4.8 billion, up from $4.5 billion for the prior year. Operating income for the current quarter increased to $239 million compared with the prior year's $227 million. Net income increased 1% to $120 million from $118 million for the first quarter of fiscal 2001. Diluted earnings per share were $1.27 in both periods.

Fiscal 2002 income amounts reflect Johnson Controls adoption of FASB's Statement of Financial Accounting Standards No. 142 ``Goodwill and Other Intangible Assets.'' All income comparisons to prior year are to amounts that assume the application of FAS 142 for fiscal 2001.

As anticipated, total debt to total capitalization increased to 43% from 38% at September 30, 2001 as a result of acquisitions completed in the first fiscal quarter. Excluding acquisitions, total debt to total capitalization would have declined by nearly two percentage points as a result of strong free cash flow in the quarter.

Chairman and Chief Executive Officer James H. Keyes said, ``We are pleased that our first-quarter results were slightly above our plan, especially given a period of such uncertainty. I wish to thank our customers, employees and suppliers for their support and cooperation.''

    Automotive Systems Group

    (dollars in millions)
    Three Months Ended
    December 31,
                            2001                       2000
                                        Adjusted            %      Reported
    Sales                 $3,656.2      $3,388.0            8      $3,388.0
    Operating Income        $190.7        $183.0            4        $168.1



Automotive Systems Group sales for the first quarter of fiscal 2002 increased 8% over the prior year's $3.4 billion. North American sales of interior systems increased 4% whereas industry light vehicle production is estimated to have declined 3%. Johnson Controls explained that its increase in market share reflects its penetration of the interiors market combined with its presence on a variety of transplant and domestic automaker vehicles where demand year-over-year was above the industry average. Also in North America, sales of automotive batteries were higher than in the prior year primarily due to shipments to new customers.

Automotive sales in Europe were 23% higher reflecting the inclusion of an electronics business and a battery business that were acquired October 1, 2001. Excluding the electronics business acquisition, European interiors systems sales were 6% higher, which compares with European industry vehicle production estimated as comparable to the prior year. The increase primarily reflects new seating and interiors programs for the company.

Johnson Controls sales in Asia and South America, which account for less than 10% of total automotive revenues, decreased somewhat due to negative currency effects and lower customer production schedules.

Operating income for the Automotive Systems Group increased 4% from the prior year amount. The increase primarily reflects cost reductions, which more than offset the negative effect of lower production levels of mature, more profitable vehicle programs in North America, Japan and South America.

    Controls Group

    (dollars in millions)
    Three Months Ended
    December 31,
                            2001                       2000
                                        Adjusted            %      Reported
    Sales                 $1,161.5      $1,066.4            9      $1,066.4
    Operating Income         $47.8         $43.7            9         $41.1



Controls Group sales to the nonresidential buildings market increased 9% over the prior year. The largest sales increase was achieved in Europe due to higher revenues associated with integrated facility management contracts as well as the inclusion of an acquired systems and services company. Excluding the acquisition, European sales were 35% above the prior year.

In North America, sales increased 5% reflecting increased facility management and systems installation activity. Sales in Asia declined 40% due to the deconsolidation of a joint venture in Japan during the fourth quarter of fiscal 2001.

Controls Group operating income for the current quarter was 9% above the prior year amount. Johnson Controls attributed the increase to the higher volume of activity.

The company commented that its orders for control systems were strongest from the new non-residential construction market, particularly in the office, airport, health care and government sectors. The backlog of uncompleted control system installation contracts at the end of the quarter was 15% higher than one year ago.

Full-Year Outlook

Johnson Controls said that for the full fiscal year of 2002, it continues to anticipate that the Controls Group will achieve sales growth of 8-12% and modest operating margin improvement. The outlook for Automotive Systems Group sales growth also is unchanged at approximately 5%, which reflects new contracts and recently completed acquisitions. Expectations are also unchanged for a decline in automotive operating margin due to lower industry volumes of higher margin programs and the competitive environment. The company said that it continues to expect its full-year earnings to approach the fiscal 2001 record.

A summary of supplementary full-year financial estimates provided by the company follows:

                                                     FY2001       FY2002
                                                       ($s in millions)
                                                     Actual      Estimate
    Capital expenditures                              $621        $575-600
    Depreciation                                      $434        $490-510
    Amortization of intangibles                        $13*    approx. $20
    Total debt to total capitalization                  38%     approx. 38%
    Interest expense, net of interest income          $110        $125-130
    Minority interest in net earnings of subsidiaries  $53          $60-70


    * Adjusted for FAS 142 "Goodwill and Other Intangible Assets"



Johnson Controls is a global market leader in automotive systems and facility management and control. In the automotive market, it is a major supplier of seating and interior systems, and batteries. For nonresidential facilities, Johnson Controls provides building control systems and services, energy management and integrated facility management. Johnson Controls, founded in 1885, has headquarters in Milwaukee, Wis. Its sales for fiscal 2001 totaled $18.4 billion.

The company has made forward-looking statements in this document that are subject to risks and uncertainties. Forward-looking statements include information concerning possible or assumed future risks and may include words such as ``believes,'' ``expects,'' ``anticipates'' or similar expressions. For those statements, the company cautions that numerous important factors, including industry vehicle production levels, US dollar exchange rates and those discussed in the company's Form 8-K (dated November 9, 2001), could affect the company's actual results and could cause its actual consolidated results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, the company.

                        CONSOLIDATED STATEMENT OF INCOME
                 (in millions, except per share data; unaudited)

                                            Three Months Ended December 31,
                                                       Adjusted
                                              2001       2000*        2000

     Net sales                              $4,817.7    $4,454.4    $4,454.4
     Cost of sales                           4,141.4     3,814.4     3,814.4
       Gross profit                            676.3       640.0       640.0

     Selling, general and administrative
      expenses                                 437.8       413.3       430.8
       Operating income                        238.5       226.7       209.2

     Interest income                             3.2         5.9         5.9
     Interest expense                          (32.1)      (33.3)      (33.3)
     Equity income                               4.1          --          --
     Miscellaneous -- net                       (3.4)        4.6         4.6
       Other income (expense)                  (28.2)      (22.8)      (22.8)

     Income before income taxes and
      minority interests                       210.3       203.9       186.4

     Provision for income taxes                 75.5        73.9        72.1
     Minority interests in net earnings
      of subsidiaries                           14.9        11.8        11.8

     Net income                               $119.9      $118.2      $102.5

     Earnings available for common
      shareholders                            $117.8      $115.7      $100.0

     Earnings per share
       Basic                                   $1.35       $1.35       $1.16
       Diluted                                 $1.27       $1.27       $1.10


    * The adjusted information for the three months ended December 31, 2000
      is presented as if FAS 142 (see Note 1) had been adopted October 1,
      2000.  Results have been adjusted to exclude goodwill amortization
      expense of $17.5 million and the related income tax effect.


                 CONSOLIDATED STATEMENT OF FINANCIAL POSITION
                                (in millions)

                                           December  September      December
                                              31,       30,            31,
                                             2001       2001          2000
                                          (unaudited)             (unaudited)

    ASSETS
    Cash and cash equivalents                 $261.0    $374.6        $355.2
    Accounts receivable -- net               2,776.9   2,673.4       2,312.3
    Costs and earnings in excess of
     billings on uncompleted contracts         264.1     254.9         231.7
    Inventories                                659.7     577.6         585.1
    Other current assets                       636.9     663.5         753.2
      Current assets                         4,598.6   4,544.0       4,237.5

    Property, plant and equipment -- net     2,446.1   2,379.8       2,363.2
    Goodwill -- net                          2,580.6   2,247.3       2,159.1
    Investments in partially-owned
     affiliates                                318.0     300.5         252.2
    Other noncurrent assets                    556.5     439.9         530.4
      Total assets                         $10,499.8  $9,911.5      $9,542.4


    LIABILITIES AND EQUITY
    Short-term debt                           $354.4    $379.9        $663.9
    Current portion of long-term debt           45.2      45.3          39.4
    Accounts payable                         2,417.4   2,437.3       2,095.4
    Accrued compensation and benefits          363.2     436.3         350.1
    Accrued income taxes                       124.4     137.8         194.0
    Billings in excess of costs and
     earnings on uncompleted contracts         165.3     163.0         179.7
    Other current liabilities                1,103.8     980.1       1,065.7
      Current liabilities                    4,573.7   4,579.7       4,588.2

    Long-term debt                           1,927.4   1,394.8       1,262.3
    Postretirement health and other
     benefits                                  168.5     162.5         164.1
    Minority interests in equity of
     subsidiaries                              203.1     207.3         246.2
    Other noncurrent liabilities               571.4     581.8         633.1
    Shareholders' equity                     3,055.7   2,985.4       2,648.5
      Total liabilities and equity         $10,499.8  $9,911.5      $9,542.4


                     CONSOLIDATED STATEMENT OF CASH FLOWS
                           (in millions; unaudited)

                                                         Three Months
                                                       Ended December 31,
                                                    2001                2000
    Operating Activities
    Net income                                     $119.9              $102.5

    Adjustments to reconcile net income
     to cash provided by operating activities
      Depreciation                                  119.9               102.1
      Amortization of intangibles                     4.7                20.3
      Equity in earnings of partially-owned
       affiliates, net of dividends received         (3.1)               (7.1)
      Minority interests in net earnings
       of subsidiaries                               14.9                11.8
      Noncurrent deferred income taxes               10.3                 3.3
      Other                                          (4.8)                0.6
      Changes in working capital, excluding
       acquisition of businesses
        Receivables                                  73.4                57.6
        Inventories                                  12.1                (9.8)
        Other current assets                         32.9                76.1
        Accounts payable and accrued
         liabilities                               (258.9)             (232.6)
       Accrued income taxes                         (16.6)               46.8
       Billings in excess of costs and earnings
        on uncompleted contracts                      2.8                10.7
         Cash provided by operating activities      107.5               182.3

    Investing Activities
    Capital expenditures                            (94.0)             (138.6)
    Sale of property, plant and equipment             8.0                 5.3
    Acquisition of businesses, net of
     cash acquired                                 (592.0)              (60.3)
    Changes in long-term investments -- net          (9.3)              (32.4)
        Cash used by investing activities          (687.3)             (226.0)

    Financing Activities
    (Decrease)/Increase in short-term
     debt -- net                                    (48.0)              179.9
    Addition of long-term debt                      600.5                 4.6
    Repayment of long-term debt                     (43.7)              (65.3)
    Payment of cash dividends                       (31.3)              (29.2)
    Other                                           (11.3)               33.3
        Cash provided by financing activities       466.2               123.3

    (Decrease)/Increase in cash and cash
     equivalents                                  $(113.6)              $79.6


                                  Footnotes

    1.  The Company adopted Statement of Financial Accounting Standards (FAS)
        No. 142 "Goodwill and Other Intangible Assets", effective October 1,
        2001.  Under FAS 142 goodwill will no longer be amortized; however, it
        must be tested for impairment at least annually.  Amortization will
        continue to be recorded for other intangible assets with determinable
        lives.  The Company's financial statements include comparative
        adjusted information which assumes FAS 142 had been adopted October 1,
        2000.

    2.  Effective October 1, 2001, the Company completed the acquisition of
        the automotive electronics business of France-based Sagem SA and the
        German automotive battery manufacturer Hoppecke Automotive GmbH & Co.
        KG.  Both acquisitions were accounted for as purchases.  The
        acquisitions, with an initial combined purchase price of approximately
        $575 million, were financed with long-term debt.  The Company is
        obtaining independent appraisals and performing other studies
        necessary to allocate the purchase price to the acquired net assets.
        Pending completion of the appraisals and studies, the excess of the
        purchase price over the estimated fair value of the acquired net
        assets has been reported as goodwill.

    3.  Basic earnings per share are computed by dividing net income, after
        deducting dividend requirements on the Series D Convertible Preferred
        Stock, by the weighted average number of common shares outstanding.
        Diluted earnings are computed by deducting from net income the after-
        tax compensation expense which would arise from the assumed conversion
        of the Series D Convertible Preferred Stock, which was $0.7 million
        and $0.9 million for the three months ended December 31, 2001 and
        2000, respectively.  Diluted weighted average shares assume the
        conversion of the Series D Convertible Preferred Stock, if dilutive,
        plus the dilutive effect of common stock equivalents which would arise
        from the exercise of stock options.


                                        Three Months
    (in millions)                     Ended December 31,
                                        2001     2000
    Weighted Average Shares
    Basic                               87.6     86.1
    Diluted                             94.0     92.1

    Outstanding at period end           87.7     86.1