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Johnson Controls Second-Quarter EPS Up 14%; Outlook for Year Updated

MILWAUKEE, April 16-- Johnson Controls, Inc. (JCI) today reported that diluted earnings per share reached a record $1.21 for the second quarter of fiscal 2002, up 14% from $1.06 for the prior year.

Sales for the three months ended March 31, 2002, were $4.8 billion, 5% higher than the $4.6 billion for the prior year. Operating income for the current quarter increased 5% to $218.7 million compared with the prior year's $208.5 million. Net income, aided by a lower effective income tax rate, increased 16% to $114.8 million from $99.0 million for the second quarter of fiscal 2001.

Income comparisons are with last year's results that have been adjusted to exclude the effects of goodwill amortization expense.

Total debt to total capitalization decreased to 41% from 43% at December 31, 2001 as a result of strong free cash flow in the quarter.

     Automotive Systems Group
     (dollars in millions)
     Three Months Ended
     March 31,
                            2002             2001        %
     Sales                $3,570.5        $3,372.5       6
     Operating Income       $158.0          $152.7       3


Automotive Systems Group sales increased 6% over the same period of 2001. North American sales of seating, interior systems and batteries were 7% higher than the prior year. Johnson Controls said that new interiors and battery business caused its revenues to exceed the 4% increase in domestic industry light vehicle production.

Automotive sales in Europe were 6% higher reflecting the inclusion of an electronics business and a battery business which were acquired in October 2001. Excluding the electronics acquisition and the negative effect of currency, European seating and interiors systems sales were approximately level with the prior year, which compares favorably with an estimated 9% decline in European industry vehicle production.

Johnson Controls sales in Asia, Japan and South America, which represent less than 10% of its automotive revenues worldwide, were substantially lower due to negative currency effects and reduced vehicle production levels.

Operating income for the Automotive Systems Group increased from the prior year amount due to the higher domestic sales and worldwide operational efficiencies. These improvements were partially offset by lower results in Europe where it incurred higher startup and engineering costs.

     Controls Group
     (dollars in millions)
     Three Months Ended
     March 31,

                            2002            2001         %
     Sales                $1,240.0        $1,229.1       1
     Operating Income        $60.7           $55.8       9


Controls Group sales to the nonresidential buildings market increased slightly over the 2001 period. North American sales were 4% higher reflecting increased service and integrated facility management volume. While revenues associated with control system installation contracts were comparable with the prior year, increases are anticipated during the balance of the year.

Sales outside North America decreased 4%, reflecting the deconsolidation of a joint venture in Japan and the negative effect of currency. These factors more than offset the inclusion of a European systems and services company acquired in the third quarter of fiscal 2001.

Controls Group operating income increased 9% over the 2001 period, with higher results due to the volume increases and productivity improvements.

First-Half Results and Full-Year Outlook

Year-to-date, Johnson Controls sales were $9.6 billion or 6% above the same period of 2001. Net income for the first six months of fiscal 2002 increased 8% to $235 million ($2.48 per diluted share,) up from $217 million ($2.33 per diluted share.)

According to Chairman and Chief Executive Officer James H. Keyes, higher than expected domestic demand for cars and light trucks has enabled the company to improve the outlook for its Automotive Systems Group. Its full- year automotive sales are anticipated to exceed the prior year by approximately 6% compared with the company's October 2001 forecast for 5% growth. The improvement from last fall's estimate is based on the following assumptions for industry light vehicle production: North America increases to 15.7 million units from 15.1 million previously forecast; Europe declines to 15.3 million from 15.6 million; and South America and Japan production declines versus the previous forecast for relatively stable levels. The company also said that it now anticipates the automotive operating margin to be approximately level with the prior year whereas lower margins were expected six months ago. The improvement in margin is primarily due to the stronger than anticipated North American production environment and effective quality and cost initiatives.

Johnson Controls said that, based on the year-to-date sales increase of 5%, it anticipates that for the full year of fiscal 2002, the Controls Group will achieve sales growth of 6-10%, slightly lower than the 8-12% anticipated earlier. Mr. Keyes emphasized that demand remains strong with the backlog of uncompleted systems installation contracts 18% above the prior year level. He added that the Controls Group continues to expect modest margin improvement for the year.

Mr. Keyes said, ``In summary, even before adding the benefit of the lower tax rate, we anticipate that Johnson Controls will be able to achieve another record year.''

Following is a summary of supplementary full-year financial estimates for 2002:

                                                     (dollars in millions)
                                                       FY2001       FY2002
                                                       Actual      Estimates
    Capital expenditures                                $621       $575-600
    Depreciation                                        $434       $490-510
    Amortization of intangibles                          $13*           $20
    Total debt to total capitalization                    38%        +/- 38%
    Interest expense,
    net of interest income
                                                        $110       $115-120
    Effective income tax rate                           36.6%*         34.8%
    Minority interests in net earnings
    of subsidiaries                                      $53         $60-70

     * Adjusted to exclude the effects of goodwill amortization


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 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 March 31,
                                                        Adjusted
                                                2002       2001*      2001

     Net sales                              $4,810.5    $4,601.6    $4,601.6
     Cost of sales                           4,166.4     3,980.4     3,980.4
       Gross profit                            644.1       621.2       621.2

     Selling, general and administrative
      expenses                                 425.4       412.7       430.6
       Operating income                        218.7       208.5       190.6

     Interest income                             2.8         4.5         4.5
     Interest expense                          (30.0)      (34.6)      (34.6)
     Equity income                              10.3         2.3         2.3
     Miscellaneous - net                       (11.8)       (3.9)       (3.9)
       Other income (expense)                  (28.7)      (31.7)      (31.7)

     Income before income taxes and
      minority interests                       190.0       176.8       158.9

     Provision for income taxes                 63.8        63.5        61.6
     Minority interests in net earnings
      of subsidiaries                           11.4        14.3        14.3

     Net income                               $114.8       $99.0       $83.0

     Earnings available for common
      shareholders                            $112.9       $96.9       $80.9

     Earnings per share
       Basic                                   $1.27       $1.12       $0.94
       Diluted                                 $1.21       $1.06       $0.89


                                              Six Months Ended March 31,
                                                        Adjusted
                                              2002        2001*        2001

     Net sales                              $9,628.2    $9,056.0     $9,056.0
     Cost of sales                           8,307.8     7,794.8      7,794.8
       Gross profit                          1,320.4     1,261.2      1,261.2

     Selling, general and administrative
      expenses                                 863.2       826.0        861.4
       Operating income                        457.2       435.2        399.8

     Interest income                             6.0        10.4         10.4
     Interest expense                          (62.1)      (67.9)       (67.9)
     Equity income                              14.4         9.8          9.8
     Miscellaneous - net                       (15.2)       (6.8)        (6.8)
       Other income (expense)                  (56.9)      (54.5)       (54.5)

     Income before income taxes and
      minority interests                       400.3       380.7        345.3

     Provision for income taxes                139.3       137.4        133.7
     Minority interests in net earnings
      of subsidiaries                           26.3        26.1         26.1

     Net income                               $234.7      $217.2       $185.5

     Earnings available for common
      shareholders                            $230.7      $212.6       $180.9

     Earnings per share
       Basic                                   $2.62       $2.47        $2.10
       Diluted                                 $2.48       $2.33        $1.99

    * The adjusted information for the three and six months ended
      March 31, 2001 is presented as if FAS 142 (see Note 1) had been adopted
      October 1, 2000.  Results have been adjusted to exclude goodwill
      amortization expense ($17.9 million and $35.4 million in the three
      and six months ended March 31, 2001, respectively) and the related
      income tax effect.


                  CONSOLIDATED STATEMENT OF FINANCIAL POSITION
                                  (in millions)

                                          March 31,  September 30,  March 31,
                                            2002        2001          2001
                                        (unaudited)               (unaudited)

    ASSETS
    Cash and cash equivalents                $216.1    $374.6         $272.7
    Accounts receivable - net               2,782.6   2,673.4        2,456.7
    Costs and earnings in excess of
     billings on
      uncompleted contracts                   332.3     254.9          265.1
    Inventories                               634.5     577.6          569.8
    Other current assets                      633.9     663.5          748.6
      Current assets                        4,599.4   4,544.0        4,312.9

    Property, plant and equipment - net     2,407.2   2,379.8        2,366.2
    Goodwill - net                          2,518.7   2,247.3        2,134.0
    Other intangible assets - net             243.3     135.4          119.1
    Investments in partially-owned
     affiliates                               324.9     300.5          256.8
    Other noncurrent assets                   298.5     304.5          401.0
      Total assets                        $10,392.0  $9,911.5       $9,590.0


    LIABILITIES AND EQUITY
    Short-term debt                          $202.6    $379.9         $321.6
    Current portion of long-term debt          47.1      45.3           40.5
    Accounts payable                        2,491.2   2,437.3        2,265.2
    Accrued compensation and benefits         412.0     436.3          405.5
    Accrued income taxes                      107.6     137.8          132.4
    Billings in excess of costs and
     earnings
      on uncompleted contracts                197.8     163.0          182.7
    Other current liabilities                 972.8     980.1        1,005.8
      Current liabilities                   4,431.1   4,579.7        4,353.7

    Long-term debt                          1,908.7   1,394.8        1,464.9
    Postretirement health and other
     benefits                                 164.7     162.5          162.3
    Minority interests in equity of
     subsidiaries                             201.6     207.3          263.3
    Other noncurrent liabilities              551.6     581.8          624.8
    Shareholders' equity                    3,134.3   2,985.4        2,721.0
      Total liabilities and equity        $10,392.0  $9,911.5       $9,590.0


                      CONSOLIDATED STATEMENT OF CASH FLOWS
                            (in millions; unaudited)

                                           Three Months       Six Months
                                          Ended March 31,   Ended March 31,
                                           2002    2001     2002       2001
    Operating Activities
    Net income                            $114.8   $83.0   $234.7     $185.5

    Adjustments to reconcile net income
     to cash provided by operating
     activities
      Depreciation                         121.4   109.7    241.3      211.8
      Amortization of intangibles            5.0    20.8      9.7       41.1
      Equity in earnings of partially-
       owned affiliates, net of dividends
       received                            (10.3)    2.4    (13.4)      (4.7)
      Minority interests in net earnings
       of subsidiaries                      11.4    14.3     26.3       26.1
      Deferred income taxes                 14.8    16.9     25.1       20.2
      Other                                 (0.9)  (14.0)    (5.7)     (13.4)
      Changes in working capital,
       excluding acquisition of
       businesses
       Receivables                        (152.2) (194.4)   (78.8)    (136.8)
       Inventories                           3.0    11.2     15.1        1.4
       Other current assets                 (7.5)   30.9     25.4      107.0
       Accounts payable and accrued
        liabilities                         97.8   197.9   (161.1)     (34.7)
       Accrued income taxes                (15.4)  (60.2)   (32.0)     (13.4)
       Billings in excess of costs and
        earnings on uncompleted contracts   34.0     4.7     36.8       15.4
        Cash provided by operating
         activities                        215.9   223.2    323.4      405.5

    Investing Activities
    Capital expenditures                  (133.5) (142.5)  (227.5)    (281.1)
    Sale of property, plant and equipment   18.5     8.1     26.5       13.4
    Acquisition of businesses, net of
     cash acquired                          11.2    (3.0)  (580.8)     (63.3)
    Changes in long-term investments -
     net                                    (8.2)  (25.7)   (17.5)     (58.1)
        Cash used by investing activities (112.0) (163.1)  (799.3)    (389.1)

    Financing Activities
    Decrease in short-term debt - net     (133.1) (335.4)  (181.1)    (155.5)
    Increase in long-term debt               5.2   231.9    605.7      236.5
    Repayment of long-term debt             (6.1)   (3.3)   (49.8)     (68.6)
    Payment of cash dividends              (31.4)  (29.0)   (62.7)     (58.2)
    Other                                   16.6    (6.8)     5.3       26.5
        Cash (used) provided by financing
         activities                       (148.8) (142.6)   317.4      (19.3)

    Decrease in cash and
     cash equivalents                     $(44.9) $(82.5) $(158.5)     $(2.9)


                                  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.
         Independent appraisals and other studies necessary to allocate
         purchase price to the acquired net assets are in progress.  Pending
         completion of the appraisals and studies, the excess of purchase
         price over the estimated fair value of the acquired net assets has
         been reported as goodwill.

     3.  Basic earnings per share is 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
         $0.8 million and $0.9 million for the three months ended March 31,
         2002 and 2001, respectively, and $1.5 million and $1.8 million for
         the six months ended March 31, 2002 and 2001, 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                Six Months
      (in millions)             Ended March 31,            Ended March 31,
                               2002          2001         2002         2001
     Weighted Average Shares
     Basic                     88.4          86.5         88.0          86.3
     Diluted                   94.4          92.8         93.9          92.4

     Outstanding at period end                            88.6          86.9