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Johnson Controls Reports Record Second-Quarter Results

MILWAUKEE, April 19 -- Johnson Controls, Inc. (JCI) the leading supplier of automotive systems and facility management and control, today reported record results for the second quarter of fiscal 2005, consistent with its guidance provided on March 8, 2005.

The company also confirmed its outlook for double-digit earnings growth in 2005 and raised guidance for sales growth to 10 - 12 percent from 8 - 10 percent.

"Our record results are a tribute to the quality and dedication of our employees worldwide," said Chairman and Chief Executive Officer John M. Barth. "We have faced unprecedented challenges in recent months in the automotive industry and as a result, have accelerated actions to help ensure our company's competitiveness. Substantial change also continues within our controls business as we expand our addressable markets and increase our focus on operational efficiencies."

He continued, "These actions, along with the benefits of our diversified markets, customers and technologies, should enable us to achieve our 59th consecutive year of sales increases and 15th consecutive year of earnings increases. We are grateful for our employees' support and understanding as we work to sustain our leadership position through our commitment to exceeding our customers' expectations."

During the second quarter the company completed the sale of its engine electronics business and its World Services subsidiary. The results for these businesses are reported separately as discontinued operations in the Consolidated Financial Statements.

Second-Quarter Results (GAAP)

Sales increased 13 percent, to $7.1 billion, from $6.3 billion in the 2004 second quarter, reflecting strong sales growth by each of its businesses. The effect of foreign currency translation added approximately $168 million to sales in the current quarter.

Johnson Controls recorded a pre-tax restructuring charge of $210 million in the 2005 quarter, reflecting an acceleration of the company's cost reduction strategies, primarily relating to severance costs and facility consolidations. In the second quarter of 2004, the company reported a before- tax gain of $84 million related to a Japanese pension plan and a restructuring charge of $82 million, pretax.

In the current quarter, the company recorded an income tax benefit of $32 million compared with last year's $66 million tax provision. The benefit relates primarily to a one-time tax credit associated with a capital loss transaction in Europe. The company said that the after-tax gain on the sale of its discontinued operations totaled $145 million, and that the cash proceeds were used to repay short-term debt. Net income was $203 million, or $1.04 per diluted share, versus $158 million, or $0.82 per diluted share, last year.

Capital expenditures decreased to $150 million from $211 million the prior year. The company's total debt to total capitalization decreased to 28.5 percent from 35.1 percent a year ago.

Second-Quarter Results, Excluding Special Items (Non-GAAP)

The following discussion focuses on the performance of the ongoing operations of the business and therefore excludes special items such as 2005 and 2004 restructuring costs, gains from businesses divested in 2005, the 2005 tax credit, and the 2004 pension gain. A reconciliation to GAAP measures is provided in the footnotes to the attached Consolidated Financial Statements.

Operating income increased 11 percent to $270 million, from $243 million in 2004. The operating income increase reflects a decline in the gross margin percentage and lower selling, general and administrative expenses as a percentage of sales. Income from continuing operations was $165 million, or $0.85 per diluted share, in 2005, up 13 percent from $146 million, or $0.76 per diluted share, in the 2004 quarter.

Automotive Group sales in the quarter increased 14 percent, to $5.7 billion, from $5.0 billion, reflecting higher interiors and battery volumes and the benefit of foreign currency translation. Industry vehicle production in North America and Western Europe was down an estimated 4 percent and 2 percent, respectively, from the prior year. Operating income rose 10 percent to $219 million from $199 million due to the higher volume and operational improvements; however, the operating margin declined slightly reflecting price reductions and higher raw material costs.

Controls Group sales to the nonresidential buildings market rose 9 percent, to $1.4 billion from $1.3 billion last year. The increase was primarily due to stronger system installation, technical services and facility management revenues in North America, as well as the benefit of foreign currency translation. Operating income rose 18 percent to $51 million from $43 million in 2004, as a result of the higher sales and operational improvements. The backlog of uncompleted control system installation and service contracts at March 31, 2005 increased 7 percent over the prior year amount. Orders increased, reflecting strong growth in new construction, systems renovation and service contracts in North America.

Outlook

Johnson Controls increased its full year guidance for consolidated sales growth to 10 - 12 percent from 8 - 10 percent above the pro forma 2004 amount of $25.4 billion, primarily due to an assumption of a euro/dollar exchange rate of $1.30. The automotive and controls groups are each expected to achieve revenue growth in the same 10 - 12 percent range.

Full year operating income before special items is projected to rise 10-12 percent to a range of $1.3 - $1.4 billion. On a GAAP basis, including the $210 million restructuring charge noted earlier, operating income is projected to be $1.1 - $1.2 billion.

Operating margins for each of the business groups are projected to approximate the prior year levels. The benefit of volume growth and cost reductions are estimated to be offset by the negative effect of a stronger euro, lower customer pricing and higher commodity costs. Prior guidance was for the automotive margin to be slightly higher and the controls margin to be moderately lower. The year-over-year change in income from continuing operations, on both a GAAP and non-GAAP basis, is anticipated to be favorable to the change in after-tax income due primarily to the lower effective base tax rate.

During the second quarter, Johnson Controls signed a letter of intent to acquire Delphi Corporation's global automotive battery business for $212.5 million, subject to adjustments. The acquisition is expected to close, subject to regulatory approvals, in the summer of 2005 and is not expected to have a material impact on fiscal 2005 results.

  Fiscal 2005 Full-Year Financial Estimates
  (dollars in millions)

   Interest expense,
    net of interest income                   $110-115
   Base effective income tax rate            26.5% (1)
   Minority interests in net earnings
    of subsidiaries                          $80-90
   Capital expenditures                      $725-775
   Depreciation                              $650-665
   Total debt to total capitalization        Approximately 25%

   (1) Base rate includes continuing and discontinued operations.

Johnson Controls has made forward-looking statements in this document pertaining to its financial results for fiscal 2005 that are based on preliminary data and are subject to risks and uncertainties. Forward-looking statements include information concerning possible or assumed future risks and may include words such as "believes," "forecasts," "expects," "outlook" or similar expressions. For those statements, the company cautions that numerous important factors, such as automotive vehicle production levels and schedules, the ability to increase prices due to higher raw material costs, the strength of the U.S. or other economies, currency exchange rates, cancellation of commercial contracts, as well as those factors discussed in the company's Form 8-K (dated October 26, 2004) 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.

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 integrated seating and interior systems, and batteries. For nonresidential facilities, Johnson Controls provides control systems and services including comfort, energy and security management. Johnson Controls , founded in 1885, has headquarters in Milwaukee, Wisconsin.

                            JOHNSON CONTROLS, INC.

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

                                       (GAAP)              (NON-GAAP)
                                    Three Months          Three Months
                                  Ended March 31,        Ended March 31,
                                  2005        2004      2005         2004

  Net sales
   Products and systems*        $6,289.8    $5,549.2  $6,289.8     $5,549.2
   Services*                       810.8       757.3     810.8        757.3
                                 7,100.6     6,306.5   7,100.6      6,306.5
  Cost of sales
   Products and systems          5,588.5     4,859.6   5,588.5      4,859.6
   Services                        661.2       629.1     661.2        629.1
                                 6,249.7     5,488.7   6,249.7      5,488.7

   Gross profit                    850.9       817.8     850.9        817.8

  Selling, general and
   administrative expenses         580.9       575.2     580.9        575.2
  Restructuring costs              210.0        82.4       -            -
  Japanese pension gain              -         (84.4)      -            -
   Operating income                 60.0       244.6     270.0        242.6

  Interest income                    3.1         3.8       3.1          3.8
  Interest expense                 (30.7)      (26.8)    (30.7)       (26.8)
  Equity income                     12.5        16.3      12.5         16.3
  Miscellaneous - net              (10.9)       (6.2)    (10.9)        (6.2)
   Other income (expense)          (26.0)      (12.9)    (26.0)       (12.9)

  Income from continuing
   operations before income
   taxes
   and minority interests           34.0       231.7     244.0        229.7

  Income tax (benefit)
   provision                       (31.9)       65.5      63.9         64.7
  Minority interests in net
   earnings of subsidiaries         12.1        18.7      14.7         18.7

  Income from continuing
   operations                       53.8       147.5     165.4        146.3

  Income from discontinued
   operations, net of income
   taxes                             3.9        10.2       3.9         10.2
  Gain on sale of discontinued
   operations, net of income
   taxes                           144.8         -       144.8          -

  Net income                      $202.5      $157.7    $314.1       $156.5

  Earnings available for common
   shareholders                   $202.5      $157.7    $314.1       $156.5

  Earnings per share from
   continuing operations
    Basic                          $0.28       $0.78     $0.86        $0.77
    Diluted                        $0.28       $0.77     $0.85        $0.76

  Earnings per share
   Basic                           $1.06       $0.83     $1.64        $0.83
   Diluted                         $1.04       $0.82     $1.62        $0.81

  *Products and systems consist of Automotive Group products and systems and
   Controls Group installed systems.
   Services are Controls Group technical and facility management services.

                            JOHNSON CONTROLS, INC.

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

                                    (GAAP)                (NON-GAAP)
                                  Six Months              Six Months
                                Ended March 31,          Ended March 31,
                               2005         2004       2005          2004

  Net sales
   Products and systems*    $12,306.2    $10,978.0  $12,306.2     $10,978.0
   Services*                  1,614.8      1,470.8    1,614.8       1,470.8
                             13,921.0     12,448.8   13,921.0      12,448.8
  Cost of sales
   Products and systems      10,916.1      9,586.2   10,916.1       9,586.2
   Services                   1,322.8      1,209.4    1,322.8       1,209.4
                             12,238.9     10,795.6   12,238.9      10,795.6

   Gross profit               1,682.1      1,653.2    1,682.1       1,653.2

  Selling, general and
   administrative expenses    1,173.9      1,163.1    1,173.9       1,163.1
  Restructuring costs           210.0         82.4        -             -
  Japanese pension gain           -          (84.4)       -             -
   Operating income             298.2        492.1      508.2         490.1

  Interest income                 7.5          5.7        7.5           5.7
  Interest expense              (61.6)       (54.0)     (61.6)        (54.0)
  Equity income                  28.3         34.1       28.3          34.1
  Miscellaneous - net           (15.5)       (30.9)     (15.5)        (30.9)
   Other income (expense)       (41.3)       (45.1)     (41.3)        (45.1)

  Income from continuing
   operations before income
   taxes and minority
   interests                    256.9        447.0      466.9         445.0

  Income tax provision           13.8        109.8      121.1         126.5
  Minority interests in net
   earnings of subsidiaries      33.1         34.2       36.5          34.2

  Income from continuing
   operations                   210.0        303.0      309.3         284.3

  Income from discontinued
   operations, net of
   income taxes                  16.1         19.2       16.1          19.2
  Gain on sale of
   discontinued operations,
   net of income taxes          144.8          -        144.8           -

  Net income                   $370.9       $322.2     $470.2        $303.5

  Earnings available for
   common shareholders         $370.9       $320.4     $470.2        $301.7

  Earnings per share from
   continuing operations
    Basic                       $1.10        $1.63      $1.62         $1.53
    Diluted                     $1.08        $1.57      $1.59         $1.48

  Earnings per share
   Basic                        $1.94        $1.73      $2.46         $1.63
   Diluted                      $1.91        $1.67      $2.42         $1.58

  *Products and systems consist of Automotive Group products and systems and
   Controls Group installed systems.
   Services are Controls Group technical and facility management services.

                        JOHNSON CONTROLS, INC.

                  CONSOLIDATED STATEMENT OF FINANCIAL POSITION
                            (in millions; unaudited)

                                         March 31, September 30,  March 31,
                                           2005        2004          2004
    ASSETS
    Cash and cash equivalents               $350.2     $169.5        $226.4
    Accounts receivable - net              4,346.3    3,992.1       3,607.4
    Costs and earnings in excess of
     billings on uncompleted contracts       320.2      271.8         304.7
    Inventories                              920.2      885.8         807.8
    Assets of discontinued operations          -        579.8         566.2
    Other current assets                     970.7      774.5         802.9
           Current assets                  6,907.6    6,673.5       6,315.4

    Property, plant and equipment - net    3,557.2    3,463.5       3,132.4
    Goodwill - net                         3,686.9    3,578.7       3,179.1
    Other intangible assets - net            286.8      291.0         264.0
    Investments in partially-owned
     affiliates                              278.2      314.8         450.6
    Other noncurrent assets                  847.4      769.3         783.9
           Total assets                  $15,564.1  $15,090.8     $14,125.4

    LIABILITIES AND EQUITY
    Short-term debt                         $382.4     $813.3        $657.9
    Current portion of long-term debt        219.0      226.8          32.2
    Accounts payable                       3,731.4    3,608.4       3,445.2
    Accrued compensation and benefits        687.8      606.2         531.5
    Accrued income taxes                       -         47.1           -
    Billings in excess of costs and
     earnings on uncompleted contracts       233.2      197.2         205.2
    Liabilities of discontinued
     operations                                -        228.5         197.4
    Other current liabilities              1,123.2      875.6         855.2
           Current liabilities             6,377.0    6,603.1       5,924.6

    Long-term debt                         1,664.6    1,630.6       1,888.9
    Postretirement health and other
     benefits                                153.6      164.1         166.6
    Minority interests in equity of
     subsidiaries                            289.7      267.2         242.5
    Other noncurrent liabilities           1,387.6    1,219.5       1,133.5
    Shareholders' equity                   5,691.6    5,206.3       4,769.3
           Total liabilities and equity  $15,564.1  $15,090.8     $14,125.4

                            JOHNSON CONTROLS, INC.

                     CONSOLIDATED STATEMENT OF CASH FLOWS
                           (in millions; unaudited)

                                           Three Months      Six Months
                                         Ended March 31,   Ended March 31,
                                           2005    2004    2005       2004
  Operating Activities
  Net Income                              $202.5  $157.7  $370.9     $322.2
  Gain and earnings from discontinued
   operations                             (148.7)  (10.2) (160.9)     (19.2)
  Income from continuing operations         53.8   147.5   210.0      303.0

  Adjustments to reconcile income from
   continuing operations to cash
     provided by operating activities
      Depreciation                         162.4   141.8   320.4      281.2
      Amortization of intangibles            0.8     4.5     6.6        9.4
      Equity in earnings of partially-
       owned affiliates, net of dividends
       received                            (11.3)  (16.0)  (26.7)     (20.4)
      Minority interests in net earnings
       of subsidiaries                      12.1    19.4    33.1       34.9
      Deferred income taxes                (95.2)   45.5   (95.6)      52.7
      Japanese pension settlement gain       -     (84.4)    -        (84.4)
      Non cash restructuring costs          48.8     7.5    48.8        7.5
      Other                                  4.6   (14.0)    3.3      (11.3)
      Changes in working capital,
       excluding acquisition and
       divestitures of businesses
         Receivables                      (481.9) (292.5) (234.2)    (125.7)
         Inventories                        13.9     3.3    (0.4)      13.1
         Other current assets              (24.9)  (26.6)  (65.7)       3.9
         Restructuring reserves            161.2    74.9   161.2       74.9
         Accounts payable and accrued
          liabilities                      397.7   285.5   114.1      (84.9)
         Accrued income taxes              (81.9)  (10.0)  (65.2)      33.7
         Billings in excess of costs and
          earnings on uncompleted
          contracts                         16.4    (1.4)   31.5       12.2

           Cash provided by operating
            activities                     176.5   285.0   441.2      499.8

  Investing Activities
  Capital expenditures                    (149.5) (211.0) (292.0)    (408.3)
  Sale of property, plant and equipment      3.7     9.6     7.9       18.5
  Acquisition of businesses, net of cash
   acquired                                  -       -     (33.1)     (36.6)
  Proceeds from sale of discontinued
   operations                              687.2     -     687.2        -
  Recoverable customer engineering
   expenditures                             (8.7)    5.4   (12.0)     (43.7)
  Changes in long-term investments          41.3    (7.2)   33.9       (2.0)
        Cash provided (used) by investing
         activities                        574.0  (203.2)  391.9     (472.1)

  Financing Activities
  (Decrease) increase in short-term debt
   - net                                  (522.7)  (61.3) (434.2)     506.0
  Increase in long-term debt                10.1    67.1    13.5      117.0
  Repayment of long-term debt              (21.6) (106.7)  (98.3)    (530.6)
  Payment of cash dividends                (92.1)  (79.9)  (95.7)     (85.3)
  Other - net                                8.3    23.3    19.5       30.1
        Cash (used) provided by financing
         activities                       (618.0) (157.5) (595.2)      37.2
        Cash (used) provided by
         discontinued operations           (22.8)   (0.5)  (57.2)      25.4

  Increase (decrease) in cash and cash
   equivalents                            $109.7  $(76.2) $180.7      $90.3

  Certain prior period amounts have been reclassified to conform to the
  current period's presentation.

  1. Earnings Per Share

  Basic earnings per share (EPS) 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 and $0.1 million for
  the six months ended March 31, 2005 and 2004, respectively.  Effective
  December 31, 2003, the Company converted all the outstanding Series D
  Convertible Preferred Stock and accordingly there was no after-tax
  compensation expense for the three or six months ended March 31, 2005.
  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
                             Ended March 31,
         Ended March 31,
  (in millions)                (unaudited)                (unaudited)
                           2005         2004         2005         2004
  Weighted Average Shares
  Basic                    191.6        189.5        191.2        185.2
  Diluted                  194.2        192.8        193.9        192.3

  Outstanding at period end                          192.0        190.0

  2. Segment Information

                            Three Months               Six Months
                      Ended March 31,          Ended March 31,
  (in millions)                (unaudited)               (unaudited)
                       2005       2004     %     2005       2004        %
  Sales
  Automotive Group $5,668.1     $4,991.0   14% $11,111.2  $9,877.0     12%
  Controls Group    1,432.5      1,315.5    9%   2,809.8   2,571.8      9%
  Total            $7,100.6     $6,306.5       $13,921.0 $12,448.8

  Operating Income
  Automotive
   Group(1)          $218.9       $199.4   10%    $421.5    $398.3      6%
  Controls Group(2)    51.1         43.2   18%      86.7      91.8     -6%
  Total              $270.0       $242.6          $508.2    $490.1

  Restructuring
   Costs             (210.0)       (82.4)         (210.0)    (82.4)
  Pension gain           -          84.4              -       84.4
  Consolidated
   Operating Income   $60.0       $244.6          $298.2    $492.1

  (1) Automotive Group operating income excludes $158.7 and $69.1 million of
  restructuring costs for the three and six months ended March 31, 2005 and
  2004, respectively.  In addition, the three and six months ended March 31,
  2004 excludes a pension gain of $84.4 million.

  (2) Controls Group operating income excludes $51.3 and $13.3 million of
  restructuring costs for the three and six months ended March 31, 2005 and
  2004, respectively.

  3. Discontinued Operations

  On March 1, 2005, the Company announced it completed the sale of its
  engine electronics business to Valeo for approximately 323 million euro,
  or approximately $427 million, subject to adjustments.  The engine
  electronics business generated revenues of approximately $436 million in
  fiscal 2004. This non-core business was a part of the Sagem SA automotive
  electronics business that was acquired in fiscal 2002.

  On March 30, 2005, the Company announced it completed the sale of its
  Johnson Controls World Services Inc. subsidiary to IAP Worldwide Services
  Inc. for approximately $260 million, subject to adjustments.  The Johnson
  Controls World Services Inc. subsidiary generated revenues of
  approximately $754 million in fiscal 2004.

  Both the engine electronics business and the Johnson Controls World
  Services Inc. subsidiary are reported as discontinued operations in the
  Consolidated Financial Statements in accordance with SFAS No. 144,
  "Accounting for the Impairment or Disposal of Long-Lived Assets."

  4. Restructuring Costs

  In the second quarter of 2005, the Company recorded a restructuring charge
  of $210 million, reflecting an acceleration of the Company's cost
  reduction strategies, primarily relating to severance costs and facility
  consolidations.  The majority of the actions are concentrated on the
  Automotive Group operations in Europe as the Company focuses on further
  improving the profitability in the region.  No further costs related to
  these actions are anticipated.

  5. Income Taxes

  The Company's estimated annual effective tax rate for continuing and
  discontinued operations declined to 26.5% from 29% for the prior year due
  to continuing global tax planning initiatives.  The current quarter
  benefited from a $68.8 million one-time tax credit associated with a
  capital loss transaction in Europe, but was reduced by $28.7 million
  related to nondeductible restructuring charges.   The Company utilized an
  effective tax rate of 38.1% for the gain from the sale of discontinued
  operations.

  6. Non GAAP Reconciliations

  The following tables reconcile the Company's Non-GAAP amounts included in
  the press release to the most directly comparable GAAP amounts:

                                               Three Months
                                              Ended March 31,
   (in millions)                               (unaudited)
                                     2005            2004           %
  Non-GAAP operating income          $270            $243           11%
  Gain on Japanese
   pension plans                        -              84
  Restructuring costs                (210)            (82)
  GAAP operating income               $60            $245           11%

                                                Three Months
                                               Ended March 31,
   (in millions)                                 (unaudited)
                                     2005            2004           %
  Non-GAAP income from
   continuing operations             $165            $146           13%
  Gain on Japanese
   pension plans                        -              60
  Restructuring costs                (180)            (58)
  European capital loss tax credit     69               -
  GAAP income from
   continuing operations              $54            $148           13%

                                                 Three Months
                                                Ended March 31,
   (in millions)                                  (unaudited)
                                     2005            2004           %
  Non-GAAP diluted EPS from
   continuing operations            $0.85           $0.76           12%
  Gain on Japanese
   pension plans                        -            0.31
  Restructuring costs               (0.92)          (0.30)
  European capital loss tax credit   0.35               -
  GAAP diluted EPS from
   continuing operations            $0.28           $0.77          -64%

                                       Full Year Operating  Income Guidance
                                            2005                 2004
   (in millions, except as noted)        (estimate)            (actual)
  Non-GAAP operating income            $1.3 to $1.4 billion     $1,217
  year-over-year increase              +10% to +12%
  Gain on Japanese pension plans                 -                  84
  Restructuring costs                  (0.210 billion )            (82)
  GAAP operating income                $1.1 to $1.2 billion     $1,219
  year-over-year decrease              -7% to -5%