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Johnson Controls Reports Record Quarterly Results

MILWAUKEE, April 19 -- Johnson Controls, Inc. today reported record results for the second quarter of fiscal 2006. In addition, the company increased its full-year earnings outlook.

Chairman and Chief Executive Officer John M. Barth said, "The quarterly operating performance was in line with our expectations. Our strategies for profitable growth and disciplined approach to cost reduction and quality improvements continue to enable us to achieve our financial commitments. We remain confident that we will extend our track record for consecutive years of record sales and earnings in 2006."

Mr. Barth continued, "We have 136,000 employees around the world who are devoted to our customers, to continuous improvement and to innovation. They make us successful, and I commend them for their efforts."

Second-Quarter Results

For the three months ended March 31, 2006, sales increased 18% to a record $8.2 billion from $6.9 billion last year, primarily reflecting increases in the building efficiency and power solutions businesses. The negative effect of foreign currency in the quarter reduced sales by approximately $315 million.

Operating income was a record $266 million versus $43 million which was reduced by a 2005 restructuring charge of $210 million. The tax rate in the 2006 quarter was 17.3%, reflecting a cumulative reduction in the annual base effective tax rate to 21% from 24.3% (see tax note). This reduction principally reflects a higher proportion of 2006 earnings coming from lower tax jurisdictions. The company expects the tax rate in 2007 to be within the range of 23% to 24%.

Income from continuing operations in the current quarter was $162 million versus $54 million in the prior year. Diluted earnings per share from continuing operations were $0.83 compared with $0.28 in the prior year.

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

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

Operating income was 5% higher than the prior year due to increased earnings from the building efficiency and power solutions businesses. Income from continuing operations of $162 million compares with $165 million for 2005, as the net interest expense and acquisition accounting related to the December 2005 York acquisition more than offset York's earnings and the benefit of the lower base effective tax rate. Diluted earnings per share from continuing operations were $0.83 versus $0.85 in the prior year.

Interior experience sales for the second quarter of 2006 totaled $4.8 billion, approximately level with sales in 2005 while operating income was $135 million, 1% lower than in the prior year. Excluding the negative effect of foreign currency, sales increased 5% and operating income increased 8%. Industry light vehicle production in North America was approximately 4% higher; European production is estimated to have been up 2%. The European interiors operating margin increased over the prior year. The North American operating margin declined year-over-year due to commodity pressures and a negative vehicle mix, but improved slightly compared to the first quarter of 2006.

Power solutions sales were up 29% to $874 million from $680 million due to the impact of the July 2005 acquisition of Delphi's battery business as well as higher organic shipments. Operating income increased 14% to $75 million from $66 million due to the higher volume and improved operational efficiencies. Operating margin declined due to record high lead costs, most of which are expected to be recovered in customer pricing, as well as the Delphi battery acquisition.

Building efficiency sales increased 74% to $2.5 billion from $1.4 billion in 2005 primarily reflecting the York acquisition as well as increased sales of control systems and services for non-residential buildings in North America. Operating income increased 10% to $56 million from $51 million due to the higher volume. Excluding non-recurring acquisition costs of $22 million, operating income was up 53%. York's results improved over its 2005 second quarter, led by a strong performance by its residential air conditioning business. The backlog of uncompleted contracts was $3.3 billion, up 8% from the previous year (pro-forma including York).

2006 Full Year and Third-Quarter Outlook

Johnson Controls forecast that its diluted earnings per share from continuing operations for 2006 would be in a range of $5.25 - $5.35, including a $0.22 to $0.24 benefit from the lower effective tax rate. The company previously provided earnings guidance of $5.00 to $5.15 per share from continuing operations. Sales expectations for the year are unchanged at approximately $32 billion.

For the third quarter of 2006 the company anticipates diluted earnings per share from continuing operations of $1.65 to $1.70, an increase of 26% to 30% over the $1.31 per share earned in the third quarter of 2005.

Johnson Controls said the expected substantial increase in earnings in the second half of 2006 is primarily attributable to its building efficiency business, reflecting the absence of York acquisition accounting costs, the positive seasonality of the air conditioning industry and increased customer demand. The company said it also expects a continued strong performance by its European interiors and power solutions businesses.

The company expects that its financial position will remain strong. It anticipates that its ratio of total debt to total capitalization will decline to approximately 40% by the end of 2006 from 45% at March 31, 2006.

"We continued to make progress transforming our businesses to take advantage of the global growth opportunities," Mr. Barth said. "The underlying performance of each of our businesses continues to improve. Additionally, as we improve our cost structure, we continue to identify more opportunity to deliver greater value to our customers."

Johnson Controls is a global leader in interior experience, building efficiency and power solutions. The company provides innovative automotive interiors that help make driving more comfortable, safe and enjoyable. For buildings, it offers products and services that optimize energy use and improve comfort and security. Johnson Controls also provides batteries for automobiles and hybrid electric vehicles, along with systems engineering and service expertise. Johnson Controls , founded in 1885, is headquartered in Milwaukee, Wisconsin. For additional information, visit http://www.johnsoncontrols.com/.

                          JOHNSON CONTROLS, INC.
               CONDENSED CONSOLIDATED STATEMENTS OF INCOME
             (in millions, except per share data; unaudited)

                                              Three Months Ended March 31,
                                              2006             2005
                                              GAAP        GAAP      Non-GAAP

  Net sales                                 $8,167      $6,899       $6,899
  Cost of sales                              7,114       6,072        6,072
    Gross profit                             1,053         827          827

  Selling, general and administrative
   expenses                                    787         574          574
  Restructuring costs                            -         210            -
    Operating income                           266          43          253

  Interest expense - net                       (69)        (28)         (28)
  Equity income                                 20          19           19
  Miscellaneous - net                           (8)        (12)         (12)

  Income from continuing operations before
   income taxes and minority interests         209          22          232

  Provision (benefit) for income taxes          36         (38)          58
  Minority interests in net earnings of
   subsidiaries                                 11           6            9

  Income from continuing operations            162          54          165

  Income and gain on sale from discontinued
   operations, net of income taxes               3         149            4

  Net income                                  $165        $203         $169

  Diluted earnings per share from
   continuing operations                     $0.83       $0.28        $0.85

  Diluted earnings per share                 $0.84       $1.04        $0.87

  Diluted weighted average shares              196         194          194
  Shares outstanding at period end             195         192          192

                          JOHNSON CONTROLS, INC.
               CONDENSED CONSOLIDATED STATEMENTS OF INCOME
             (in millions, except per share data; unaudited)

                                              Six Months Ended March 31,
                                             2006              2005
                                             GAAP        GAAP       Non-GAAP

  Net sales                                $15,695     $13,517      $13,517
  Cost of sales                             13,725      11,884       11,884
    Gross profit                             1,970       1,633        1,633

  Selling, general and administrative
   expenses                                  1,473       1,161        1,161
  Restructuring costs                            -         210            -
    Operating income                           497         262          472

  Interest expense - net                      (114)        (54)         (54)
  Equity income                                 44          40           40
  Miscellaneous - net                            -         (16)         (16)

  Income from continuing operations before
   income taxes and minority interests         427         232          442

  Provision for income taxes                    74           1          108
  Minority interests in net earnings of
   subsidiaries                                 24          21           24

  Income from continuing operations            329         210          310

  Income and gain on sale from discontinued
   operations, net of income taxes               1         161           16

  Net income                                  $330        $371         $326

  Diluted earnings per share from
   continuing operations                     $1.68       $1.08        $1.59

  Diluted earnings per share                 $1.69       $1.91        $1.68

  Diluted weighted average shares              196         194          194
  Shares outstanding at period end             195         192          192

                          JOHNSON CONTROLS, INC.
         CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
                         (in millions; unaudited)

                                         March 31,  September 30,  March 31,
                                           2006         2005          2005
    ASSETS
    Cash and cash equivalents               $154        $171          $245
    Accounts receivable - net              5,661       4,987         4,522
    Inventories                            1,598         983           890
    Assets of discontinued operations        145           -             -
    Other current assets                   1,352         998           942
      Current assets                       8,910       7,139         6,599

    Property, plant and equipment - net    3,950       3,581         3,384
    Goodwill - net                         5,672       3,733         3,674
    Other intangible assets - net            791         289           287
    Investments in partially-owned
     affiliates                              470         445           423
    Other noncurrent assets                1,376         957           848
      Total assets                       $21,169     $16,144       $15,215

    LIABILITIES AND SHAREHOLDERS' EQUITY
    Short-term debt and current portion
     of long-term debt                    $1,028        $765          $601
    Accounts payable and accrued
     expenses                              5,348       4,686         4,279
    Liabilities of discontinued
     operations                               36           -             -
    Other current liabilities              2,062       1,390         1,300
      Current liabilities                  8,474       6,841         6,180

    Long-term debt                         4,185       1,577         1,665
    Minority interests in equity of
     subsidiaries                            138         196           143
    Other noncurrent liabilities           2,069       1,472         1,535
    Shareholders' equity                   6,303       6,058         5,692
      Total liabilities and
       shareholders' equity              $21,169     $16,144       $15,215

                          JOHNSON CONTROLS, INC.
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (in millions; unaudited)

                                                         Three Months
                                                        Ended March 31,
                                                   2006                2005
  Operating Activities
  Net income                                       $165                $203

  Adjustments to reconcile net income
   to cash provided by operating activities:
    Depreciation and amortization                   181                 159
    Equity in earnings of partially-owned
     affiliates, net of dividends received           (7)                 (7)
    Minority interests in net
     earnings of subsidiaries                        11                   6
    Gain on sale of discontinued operations           -                (145)
    Other - net                                      74                 (58)
    Changes in working capital, excluding
     acquisitions and divestitures of businesses:
      Receivables                                    39                (467)
      Inventories                                   (55)                  8
      Accounts payable and accrued liabilities      (61)                349
      Change in other assets and liabilities         11                 138
        Cash provided by operating activities       358                 186

  Investing Activities
  Capital expenditures                             (193)               (141)
  Sale of property, plant and equipment               7                   4
  Business divestitures                               -                 687
  Other - net                                       (21)                 27
        Cash (used in) provided by
         investing activities                      (207)                577

  Financing Activities
  Decrease in short and long-term debt - net       (114)               (534)
  Payment of cash dividends                        (105)                (92)
  Other - net                                        54                   -
        Cash used in financing activities          (165)               (626)

  Increase (decrease) in cash and
   cash equivalents                                $(14)               $137

                          JOHNSON CONTROLS, INC.
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (in millions; unaudited)

                                                          Six Months
                                                        Ended March 31,
                                                    2006               2005
  Operating Activities
  Net income                                        $330               $371

  Adjustments to reconcile net income
   to cash provided by operating activities:
    Depreciation and amortization                    346                321
    Equity in earnings of partially-owned
     affiliates, net of dividends received             1                (28)
    Minority interests in net
     earnings of subsidiaries                         24                 21
    Gain on sale of discontinued operations            -               (145)
    Other - net                                       82                (56)
    Changes in working capital, excluding
     acquisitions and divestitures of businesses:
      Receivables                                    (10)              (249)
      Inventories                                    (43)                (2)
      Accounts payable and accrued liabilities      (336)                48
      Change in other assets and liabilities         (21)                74
        Cash provided by operating activities        373                355

  Investing Activities
  Capital expenditures                              (262)              (283)
  Sale of property, plant and
   equipment                                          13                  8
  Acquisition of businesses, net of
   cash acquired                                  (2,564)               (33)
  Business divestitures                                -                687
  Other - net                                         65                 13
         Cash (used in) provided by
          investing activities                    (2,748)               392

  Financing Activities
  Increase (decrease) in short and
   long-term debt - net                            2,352               (519)
  Payment of cash dividends                         (109)               (96)
  Other - net                                        115                 14
        Cash provided by (used in)
         financing activities                      2,358               (601)

  Increase (decrease) in cash and
   cash equivalents                                 $(17)              $146

                                FOOTNOTES
  1. Business Highlights
                                    Three Months             Six Months
                                   Ended March 31,         Ended March 31,
   (in millions)                    (unaudited)             (unaudited)
                                 2006    2005    %      2006     2005    %
   Net Sales
   Building efficiency         $2,490  $1,432   74%   $4,298   $2,810   53%
   Interior experience          4,803   4,787    0%    9,548    9,307    3%
   Power solutions                874     680   29%    1,849    1,400   32%
   Total                       $8,167  $6,899        $15,695  $13,517

   Operating Income
   Building efficiency            $56     $51   10%      $93      $86    8%
   Interior experience            135     136   -1%      220      227   -3%
   Power solutions                 75      66   14%      184      159   16%
   Total                         $266    $253           $497     $472
   Restructuring costs              -    (210)             -     (210)
   Consolidated operating
    income                       $266     $43           $497     $262

Building efficiency - Provides facility systems and services including comfort, energy and security management for the non-residential buildings market and provides heating, ventilating, air conditioning and refrigeration products and services for the residential and non-residential buildings market.

Interior experience - Designs and manufactures interior systems and products for passenger cars and light trucks, including vans, pick-up trucks and sport/crossover utility vehicles.

Power solutions - Designs and manufactures automotive batteries for the replacement and original equipment markets.

2. Acquisition

On December 9, 2005, the Company completed its acquisition of York International Corporation (York). The Company paid $56.50 for each outstanding share of common stock plus the assumption of debt. The total value of the acquisition was approximately $3.2 billion, including approximately $565 million of debt.

3. Discontinued Operations

The Company acquired York's Bristol Compressor business as part of the York acquisition on December 9, 2005. The Company is currently exploring strategic alternatives for this business.

In February 2005, the Company completed the sale of its engine electronics business to Valeo for approximately 316 million euro, or approximately $419 million. This non-core business was a part of the Sagem SA automotive electronics business that was acquired in fiscal 2002 and was included in the interior experience business.

In March 2005, the Company completed the sale of its Johnson Controls World Services Inc. subsidiary to IAP Worldwide Services Inc. for approximately $260 million. This non-strategic business was acquired in fiscal 1989 from Pan Am Corporation and was included in the building efficiency business.

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

4. Income Taxes

The Company's estimated annual base effective income tax rate for continuing operations declined to 21.0% from the 24.3% used in the prior quarter and from the 25.7% used for the prior fiscal year, primarily due to increased income in certain foreign jurisdictions with a rate of tax lower than the U.S. statutory tax rate, decreased income in higher-tax jurisdictions and certain tax planning initiatives. The adjustment to the effective tax rate resulted in a $14 million cumulative reduction in income tax expense for the six months ended March 31, 2006, which impacted diluted earnings per share from continuing operations by $0.07.

The table below shows a reconciliation of the tax provision, as reported, for the three and six months ended March 31, 2006 (amounts in millions):

                                    Three Months Ended     Six Months Ended
                                       March 31, 2006       March 31, 2006
                                     Amount   Tax Rate     Amount   Tax Rate
                                        (unaudited)           (unaudited)
  Base effective tax rate              $44      21.0%       $104      24.3%
  Reduction in base effective tax rate  (7)                  (14)
                                        37                    90      21.0%

  Valuation allowance release          (32)                  (32)
  Foreign earnings repatriation         31                    31
  Change in status of foreign
   subsidiary                            -                   (11)
  Disposition of a joint venture         -                    (4)
  Tax provision                        $36      17.3%        $74      17.3%

  5. Non-GAAP Reconciliation

The following tables reconcile the Company's Non-GAAP amounts included in the press release to the most directly comparable GAAP measure (in millions, except for per share amounts):

                                             Three Months Ended
                                                March 31, 2005
                                                 (unaudited)
  Non-GAAP operating income                          $253
  Restructuring costs                                (210)
  GAAP operating income                               $43

                                             Three Months Ended
                                                March 31, 2005
                                                 (unaudited)
  Non-GAAP income from continuing operations         $165
  Restructuring costs                                (180)
  European capital loss tax credits                    69
  GAAP income from continuing operations              $54

                                             Three Months Ended
                                                March 31, 2005
                                                 (unaudited)
  Non-GAAP diluted EPS from
   continuing operations                            $0.85
  Restructuring costs                               (0.92)
  European capital loss tax credits                  0.35
  GAAP diluted EPS from continuing operations       $0.28

                                      Full Year Earnings Per Share Guidance
                                                  (unaudited)
                                           2006       2005
                                       (estimate)   (actual)     % Inc

  Non-GAAP EPS from continuing         $5.25-$5.35   $4.41 *     19-21%
   operations
  Restructuring costs                        -       (0.92)
  European capital loss tax credits          -        0.40
  GAAP EPS from continuing operations  $5.25-$5.35   $3.90 *

  * Due to the use of weighted-average shares outstanding for the fiscal
    year in computing earnings per share, the sum of the quarterly
    components may not equal the per share amounts listed for the fiscal
    year.