8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 17, 2008

JOHNSON CONTROLS, INC.

(Exact name of registrant as specified in its charter)

Wisconsin	1-5097	39-0380010
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5757 North Green Bay Avenue, P.O. Box 591
Milwaukee, Wisconsin	53201-0591
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 414-524-1200

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On July 17, 2008, Johnson Controls, Inc. (the “Company”) issued a press release containing information about the Company’s results of operations for the three and nine months ended June 30, 2008. A copy of this press release is incorporated herein by reference as Exhibit 99.1.

Item 7.01 Regulation FD Disclosure

Attached and incorporated herein by reference as Exhibit 99.1 is a copy of the press release dated July 17, 2008 reporting the results of operations for the three and nine months ended June 30, 2008 issued by the registrant on July 17, 2008.

Attached and incorporated herein by reference as Exhibit 99.2 is a copy of the slide presentation for the fiscal year 2008 third quarter quarterly update conference call issued by the registrant on July 17, 2008.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

99.1	Press release issued by Johnson Controls, Inc., dated July 17, 2008.
99.2	Slide presentation for the fiscal year 2008 third quarter quarterly update conference call issued by Johnson Controls, Inc., dated July 17, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	JOHNSON CONTROLS, INC.
July 17, 2008	By:	/s/ Susan M. Kreh
		Name:	Susan M. Kreh
		Title:	Vice President and Corporate Controller

EX-99.1

Exhibit 99.1

News release

FOR IMMEDIATE RELEASE

CONTACT:	Glen Ponczak – Investors
	(414) 524-2375
	Monica Levy – Media
	(414) 524-2695

JOHNSON CONTROLS EARNINGS INCREASE 11% ON RECORD THIRD-QUARTER SALES

     MILWAUKEE, WISCONSIN, July 17, 2008 ... Johnson Controls, Inc. (JCI) today reported record sales and earnings for the third quarter of fiscal 2008.

     Sales for the quarter ended June 30, 2008 increased to $9.9 billion, up 11% from $8.9 billion for the 2007 third quarter. Segment income was $645 million, a 13% increase over $573 million last year, with all three businesses reporting double-digit improvements. Net income increased 11% to $439 million compared with $396 million last year. Diluted earnings per share totaled $0.73, up 11% from $0.66 last year.

     “Johnson Controls achieved record results despite the difficult conditions in the domestic automotive and residential construction markets which affect approximately 20% of our revenues,” said Stephen A. Roell, chairman and chief executive officer. “We continue to grow due to our unique ability to help customers improve their competitiveness, especially in the areas of energy efficiency and sustainability. We also continue to benefit from our strong presence in emerging growth markets and our increasing shares in the large markets for buildings and batteries.”

     Building efficiency sales were $3.7 billion, up 13% compared with 2007 revenues of $3.2 billion. The increase reflects higher sales in all commercial building segments, with double-digit improvements in North America, Europe and Asia. High energy prices are a positive driver for the building efficiency business as customers increasingly turn to Johnson Controls solutions that reduce building operating costs while improving comfort, safety and sustainability. Global workplace solutions sales grew by 19% in the quarter as the result of new contracts and the expansion of existing projects. The company’s residential HVAC business reported a 17% decline in sales compared to 2007.

-more-

News release

Page 2

     Johnson Controls said that in the third quarter it received an order for 18 water-cooled chillers as part of a district cooling system under construction in the Middle East. The contract is the single largest HVAC equipment order in the company’s history and is indicative of the significant growth opportunities in the region, where an estimated $1 trillion of commercial new construction is planned or under construction.

     Building efficiency segment income increased 10% to $301 million from $274 million reflecting the higher volume, partially offset by higher commodity costs and a decrease in residential HVAC earnings. Excluding the residential business, segment income rose 21%. Margins on the non-residential systems and services business in the quarter increased 70 basis points, to 10.6%.

     The backlog of uncompleted systems and services contracts at June 30, 2008 was $4.8 billion, an increase of 15% over the prior year amount, reflecting strong orders for systems and services in all geographic regions.

     Automotive experience sales were $4.8 billion, up 3% from $4.6 billion in 2007. North American sales decreased 15%, in line with industry production. Sales in Europe and Asia increased at a double-digit rate, reflecting higher volume and favorable foreign exchange. Industry production in Europe is estimated to have been 2% lower than in the 2007 quarter. In China, where Johnson Controls has more than a 40% market share for complete seats, automotive production in the quarter increased an estimated 13%.

     The company noted that during the 2008 third quarter it won significant new automotive interiors business and market share in Europe and Asia as it continued to offer innovative technologies and superior global capabilities.

     Automotive segment income was $199 million, up 11% from $180 million last year. In North America, margins improved, however segment income was down 10% as the benefit of operational improvements was more than offset by the impact of lower production, a prolonged labor strike of a supplier to a North American automotive customer and higher commodity costs. Europe income was level with last year reflecting the cost of downsizing a western European manufacturing facility in the 2008 quarter. The company’s earnings in Asia improved significantly as several new joint ventures in China moved from launch phase to full production of interior systems.

-more-

News release

Page 3

     Power solutions sales increased 36% to $1.4 billion from $1 billion last year mainly due to higher unit prices resulting from increases in the cost of lead. Unit shipments were up slightly compared with the prior year. Segment income totaled $145 million, up 22% compared with the 2007 third-quarter’s $119 million as a result of growth in overseas markets and improved operational efficiencies in all regions of the world, especially in Europe. During the third quarter, the company announced it had secured a contract with Ford Motor Company to supply lithium-ion battery systems for a demonstration fleet of plug-in hybrid vehicles.

2008 Fourth Quarter and Full-Year Outlook

     For the fourth quarter of fiscal 2008, the company forecasts diluted earnings per share of $0.72 to $0.74, compared with $0.78 in the 2007 fourth quarter.

     For the full year, the company expects earnings of $2.32 to $2.34, an increase of 10-11% over 2007, making 2008 the sixth consecutive year of double-digit earnings improvements.

     The company said that its earnings over the next two quarters will be negatively impacted by the acquisition of Plastech Engineered Products on July 1, 2008 and higher commodity costs. In addition, the company is expected to be impacted by lower year-over-year levels of North American automotive production and continued weak residential construction.

     Mr. Roell added, “We are investing in growth and executing our key strategies. In addition, we continue to evaluate our cost structure to respond to the changes in our markets and to improve long-term profitability. We recognize that conditions in the North American automotive and residential HVAC industries will remain challenging. We believe, however, that we can leverage our financial strength and global market leadership to take advantage of our multiple growth opportunities and improve returns to our shareholders.”

     The company said it expects fiscal 2008 will be the company’s 62^nd consecutive year of sales increases and 18^th consecutive year of earnings increases.

###

Johnson Controls (NYSE: JCI — News) is the global leader that brings ingenuity to the places where people live, work and travel. By integrating technologies, products and services, we create smart environments that redefine the relationships between people and their surroundings. Our team of 140,000 employees creates a more comfortable, safe and sustainable world through our products and services for more than 200 million vehicles, 12 million homes and one million commercial buildings. Our commitment to sustainability drives our environmental stewardship, good corporate citizenship in our workplaces and communities, and the products and services we provide to customers. For additional information, please visit http://www.johnsoncontrols.com

###

Johnson Controls, Inc. (“the Company”) has made forward-looking statements in this document pertaining to its financial results for fiscal 2008 and beyond that are based on preliminary data and are subject to risks and uncertainties. All statements other than statements of historical fact are statements that are or could be deemed forward-looking statements and include terms such as “outlook,” “expectations,” “estimates,” or “forecasts.” For those statements, the Company cautions that numerous important factors, such as automotive vehicle production levels, mix and schedules, financial distress of key customers, energy prices, the ability to mitigate the impact of higher raw material costs, the strength of the U.S. or other economies, currency exchange rates, cancellation of commercial contracts, changes to domestic and foreign tax rates as well as other factors discussed in the Company’s most recent Form 10-K filing (dated November 29, 2007) 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.

July 17, 2008
Page 4

JOHNSON CONTROLS, INC.

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

	Three Months Ended June 30,
	2008			2007
Net sales	$	9,865		$	8,911
Cost of sales		8,380			7,527
Gross profit		1,485			1,384
Selling, general and administrative expenses		(877	)		(831	)
Financing charges — net		(69	)		(71	)
Equity income		37			20
Income from continuing operations before income taxes and minority interests		576			502
Provision for income taxes		121			106
Minority interests in net earnings of subsidiaries		16			—
Net income	$	439		$	396
Diluted earnings per share from continuing operations	$	0.73		$	0.66
Diluted earnings per share	$	0.73		$	0.66
Diluted weighted average shares		601			601
Shares outstanding at period end		594			593

July 17, 2008
Page 5

JOHNSON CONTROLS, INC.

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

	Nine Months Ended June 30,
	2008			2007
Net sales	$	28,755		$	25,613
Cost of sales		24,653			21,962
Gross profit		4,102			3,651
Selling, general and administrative expenses		(2,715	)		(2,495	)
Financing charges — net		(204	)		(209	)
Equity income		85			68
Income from continuing operations before income taxes and minority interests		1,268			1,015
Provision for income taxes		266			176
Minority interests in net earnings of subsidiaries		39			13
Income from continuing operations		963			826
Loss from discontinued operations, net of income taxes		—			(10	)
Loss on sale of discontinued operations, net of income taxes		—			(30	)
Net income	$	963		$	786
Diluted earnings per share from continuing operations	$	1.60		$	1.38
Diluted earnings per share	$	1.60		$	1.32
Diluted weighted average shares		602			598
Shares outstanding at period end		594			593

July 17, 2008
Page 6

JOHNSON CONTROLS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in millions; unaudited)

	June 30,		September 30,
	2008		2007
ASSETS
Cash and cash equivalents	$	255	$	674
Accounts receivable — net		6,647		6,600
Inventories		2,291		1,968
Other current assets		1,899		1,630
Current assets		11,092		10,872
Property, plant and equipment — net		4,385		4,208
Goodwill		6,425		6,131
Other intangible assets — net		779		773
Investments in partially-owned affiliates		859		795
Other noncurrent assets		1,701		1,326
Total assets	$	25,241	$	24,105
LIABILITIES AND SHAREHOLDERS’ EQUITY
Short-term debt and current portion of long-term debt	$	882	$	1,163
Accounts payable and accrued expenses		6,419		6,440
Other current liabilities		2,434		2,317
Current liabilities		9,735		9,920
Long-term debt		3,247		3,255
Minority interests in equity of subsidiaries		156		128
Other noncurrent liabilities		2,106		1,895
Shareholders’ equity		9,997		8,907
Total liabilities and shareholders’ equity	$	25,241	$	24,105

July 17, 2008
Page 7

JOHNSON CONTROLS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions; unaudited)

	Three Months Ended June 30,
	2008			2007
Operating Activities
Net income	$	439		$	396
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		196			194
Equity in earnings of partially-owned affiliates, net of dividends received		10			8
Minority interests in net earnings of subsidiaries		16			—
Deferred income taxes		(53	)		3
Other — net		28			16
Changes in working capital, excluding acquisition and divestiture of businesses:
Receivables		(169	)		(351	)
Inventories		(57	)		(102	)
Accounts payable and accrued liabilities		302			302
Change in other assets and liabilities		(161	)		(226	)
Cash provided by operating activities		551			240
Investing Activities
Capital expenditures		(190	)		(141	)
Sale of property, plant and equipment		10			28
Acquisition of businesses, net of cash acquired		(4	)		(17	)
Other — net		(104	)		(64	)
Cash used in investing activities		(288	)		(194	)
Financing Activities
Decrease in short and long-term debt — net		(142	)		(3	)
Payment of cash dividends		(77	)		(65	)
Other — net		(22	)		39
Cash used in financing activities		(241	)		(29	)
Increase in cash and cash equivalents	$	22		$	17

July 17, 2008
Page 8

JOHNSON CONTROLS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions; unaudited)

	Nine Months Ended June 30,
	2008			2007
Operating Activities
Net income	$	963		$	786
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		581			568
Equity in earnings of partially-owned affiliates, net of dividends received		10			(24	)
Minority interests in net earnings of subsidiaries		39			13
Loss on sale of discontinued operations		—			30
Deferred income taxes		(73	)		(46	)
Other — net		80			62
Changes in working capital, excluding acquisition and divestiture of businesses:
Receivables		260			(479	)
Inventories		(207	)		(192	)
Accounts payable and accrued liabilities		(472	)		375
Change in other assets and liabilities		(154	)		(246	)
Cash provided by operating activities		1,027			847
Investing Activities
Capital expenditures		(551	)		(582	)
Sale of property, plant and equipment		42			45
Acquisition of businesses, net of cash acquired		(73	)		(17	)
Business divestitures		—			35
Other — net		(194	)		(118	)
Cash used in investing activities		(776	)		(637	)
Financing Activities
Decrease in short and long-term debt — net		(338	)		(212	)
Payment of cash dividends		(220	)		(195	)
Other — net		(112	)		93
Cash used in financing activities		(670	)		(314	)
Decrease in cash and cash equivalents	$	(419	)	$	(104	)

July 17, 2008
Page 9

FOOTNOTES

1. Business Unit Summary

	Three Months Ended									Nine Months Ended
	June 30,									June 30,
(in millions)	(unaudited)									(unaudited)
				Revised									Revised
	2008			2007			%			2008			2007			%
Net Sales
Building efficiency	$	3,677		$	3,247			13	%	$	10,220		$	9,132			12	%
Automotive experience		4,788			4,635			3	%		14,027			13,396			5	%
Power solutions		1,400			1,029			36	%		4,508			3,085			46	%
Net Sales	$	9,865		$	8,911					$	28,755		$	25,613
Segment Income
Building efficiency	$	301		$	274			10	%	$	641		$	534			20	%
Automotive experience		199			180			11	%		432			336			29	%
Power solutions		145			119			22	%		399			354			13	%
Segment Income	$	645		$	573					$	1,472		$	1,224
Financing charges — net		(69	)		(71	)					(204	)		(209	)
Income from continuing operations before income taxes and minority interests	$	576		$	502					$	1,268		$	1,015
Net Sales
Products and systems	$	7,969		$	7,199			11	%	$	23,271		$	20,743			12	%
Services		1,896			1,712			11	%		5,484			4,870			13	%
	$	9,865		$	8,911					$	28,755		$	25,613
Cost of Sales
Products and systems	$	6,869		$	6,161			11	%	$	20,226		$	18,043			12	%
Services		1,511			1,366			11	%		4,427			3,919			13	%
	$	8,380		$	7,527					$	24,653		$	21,962

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

Automotive 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 — Services both automotive original equipment manufacturers and the battery aftermarket by providing advanced battery technology, coupled with systems engineering, marketing and service expertise.

Beginning in fiscal year 2007, Company management, including the chief operating decision maker, adjusted their measurement of business unit performance, changing from operating income to segment income, which represents income from continuing operations before income taxes and minority interests excluding restructuring charges and net financing charges. The primary reason for the modification was to reflect equity income in earnings for each business operation given its growing significance to the Company’s global business strategies.

2. Income Taxes

In June 2006, FASB issued FASB interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (FIN 48). FIN 48 prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that a company has taken or expects to take on a tax return. The Company adopted FIN 48 as of October 1, 2007. Upon adoption, the Company increased its existing reserves for uncertain tax positions by $93 million. The increase was recorded as a cumulative effect adjustment to shareholders’ equity of $68 million and an increase to goodwill of $25 million related to prior year business combinations. As of the adoption date, the Company had gross tax affected unrecognized tax benefits of $616 million of which $475 million, if recognized, would affect the effective tax rate. Also as of the adoption date, the Company had accrued interest expense and penalties related to the unrecognized tax benefits of $75 million (net of tax benefit). The Company accrued approximately $8 million of additional interest and penalties during the nine months ended June 30, 2008. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense or goodwill, when applicable.

The tables below show a reconciliation of the provision for income taxes for the three and nine months ended June 30, 2007 (in millions):

	Three Months Ended					Nine Months Ended
	June 30, 2007					June 30, 2007
	Amount		Tax Rate			Amount			Tax Rate
	(unaudited)					(unaudited)
Federal, state and foreign income tax expense	$	106		21.0	%	$	213			21.0	%
Effective tax rate adjustment		—					—
Change in tax status of foreign subsidiary		—					(22	)
Income tax audit resolutions		—					(15	)
Provision for income taxes	$	106		21.0	%	$	176			17.3	%

July 17, 2008
Page 10

The Company’s estimated annual base effective income tax rate for continuing operations declined in the second quarter of fiscal 2007 to 21.0% from the 23.0% used in the first quarter of fiscal 2007, primarily due to continuing tax planning initiatives. The adjustment to the effective tax rate resulted in a $5 million cumulative reduction in income tax expense for the three months ended March 31, 2007. In addition, the tax provision for the second quarter of fiscal 2007 also decreased as a result of a favorable $15 million income tax audit resolution and a $22 million tax benefit realized by a change in tax status of an automotive experience subsidiary in the Netherlands. The change in tax status resulted from a voluntary tax election that produced a deemed liquidation for U.S. federal income tax purposes. The Company received a tax benefit in the U.S. for the loss from the decrease in value from the original tax basis of this investment. This election changed the tax status of the respective subsidiary from a controlled foreign corporation (i.e., taxable entity) to a branch (i.e., flow through entity similar to a partnership) for U.S. federal income tax purposes and is thereby reported as a discrete period tax benefit in accordance with the provisions of SFAS No. 109, “Accounting for Income Taxes.”

EX-99.2

Exhibit 99.2

Quarterly update FY 2008 third quarter July 17, 2008 Exhibit 99.2

Agenda Introduction Denise Zutz - Vice President Strategy, Investor Relations and Communication Overview Steve Roell - Chairman and Chief Executive Officer Third quarter 2008 business results Denise Zutz Financial review Bruce McDonald - Executive Vice President and Chief Financial Officer Q&A (conclude at noon Eastern time) Johnson Controls, Inc. ("the Company") has made forward-looking statements in this document pertaining to its financial results for fiscal 2008 and beyond that are based on preliminary data and are subject to risks and uncertainties. All statements other than statements of historical fact are statements that are or could be deemed forward-looking statements and include terms such as "outlook," "expectations," "estimates," or "forecasts." For those statements, the Company cautions that numerous important factors, such as automotive vehicle production levels, mix and schedules, financial distress of key customers, energy prices, the ability to mitigate the impact of higher raw material costs, the strength of the U.S. or other economies, currency exchange rates, cancellation of commercial contracts, changes to domestic and foreign tax rates as well as other factors discussed in the Company's most recent Form 10-K filing (dated November 29, 2007) 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.

Continuing profitable growth Achieved 3Q 2008 record sales and earnings Sales up 11% to a record $9.9 billion Higher revenues in all three businesses North America automotive and residential HVAC sales down Europe stable, strong growth in emerging markets Segment income up 13% to $645 million Consolidated profit margin up slightly over 2007 quarter Net income up 11% to a record $439 million $0.73 per diluted share vs. $.66 in Q3 2007 Strong balance sheet Thank you to our employees and leadership team

2008 Third quarter Environment Strong demand for energy efficiency, sustainability Non-residential building market growth Emerging markets strong (JCI: $5 billion in sales*) Asia: China, India Eastern Europe, Middle East Western Europe relatively stable North American economy "Institutional" building vertical market construction still growing Automotive and residential market declines Commodity cost escalation 2008(e) Earnings *Annually, including non-consolidated AE BE PS 4th Qtr AE 585 977 557 20.4 31.6 43.9

2008 full year Sales growth of 11% to approximately $38.3 billion 62nd consecutive record year Earnings growth of 10 - 11% to approx. $2.32 - $2.34 per share (vs. October 2007 guidance of $2.45 - $2.50) 18th consecutive record year Double-digit earnings growth for the sixth consecutive year 2008 Fourth quarter and full-year outlook 2008 Q4 Diluted earnings per share of $0.72 to $0.74 vs. $0.78 in 2007 Short-term negatives Plastech restructuring costs Lower North American auto production Production volume 3.1 million Ford 150, Dodge Ram launch moved from 2008 Q4 to FY 2009 Toyota Tundra shutdown August - November General North American economic weakness Higher commodity costs 5

Continuing our profitable growth Looking longer term Positioned to win in mega-trends: energy efficiency, sustainability, hybrid vehicles, emerging markets Business performance strong Large and growing backlogs Solid annuity-like businesses Strong cash flow and balance sheet Investing in growth: organic and acquisitions Opportunities to improve cost structure .. We are positioned to outperform our markets and profitably grow for the long term

Third quarter 2008 Building Efficiency 2008 2007 Net sales $3.7 B $3.2 B +13% Double-digit increases in North America, Europe, Asia for systems and services Global workplace solutions up 19% North America residential down 17% Segment income $301 M $274 M +10% (+21% excluding residential) Higher margins on N.A. systems and services due to process and manufacturing improvements $25 million negative change in unitary products (residential) income Temporary lag in recovering commodity costs Commercial backlog $4.8 B +15% Double-digit growth in systems and services in all geographic regions Orders up strong double-digits N.A +11%, Europe +9%, ROW +29% Service/ Retrofit 75% New Construction 25% N.A. International Commercial building sales

Third quarter 2008 Power Solutions 2008 2007 Net sales $1.4 B $1.0 B +36% Higher unit prices due to lead pass-through Unit shipments up slightly North America aftermarket increase more than offsets OE weakness OE volume higher in Europe Double-digit growth in China Segment income $145 M $119 M +22% Lead impact neutral to income but negative to margin Underlying profitability higher due to volume and improved performance, especially in Europe and Asia Item 1 57.4 OE 22 Aftermarket 78 Original Equipment Aftermarket Battery sales

Third quarter 2008 Automotive Experience 2008 2007 Net sales $4.8 B $4.6 B +3% North America: down 15% Industry production down 15% Higher volume: Dodge Journey, Voyager/Caravan; Honda Accord; Toyota Corolla / Vibe Lower: GM Lambda (due to strike), Trailblazer; Ford F-Series, Chrysler Grand Cherokee / Commander,; Toyota Tundra Europe: up 17% Level year-over-year excluding FX Higher: GM Astra, Fiat 500, Panda; Volvo S40, V50, XC90 Lower: BMW Mini, X3; Chrysler 300/Magnum, Grand Cherokee China revenues up 35 - 40% (non-consolidated) Segment income $199 M $180 M +11% N.A. down only 10% due to improved cost structure Europe level due to cost of plant downsizing Higher commodity costs Improved operational performance of China joint ventures North America 40% Europe 52% Asia 8% 2008(e) sales

Third quarter 2008 Financial highlights FX - Euro to U.S. Dollar average exchange rate at $1.56 in Q3 2008 vs. $1.35 in 2007 Gross profit - Dilutive impact of lead pass-throughs SG&A - Declined as a percentage of sales Equity Income - Improvements in Power Solutions and Asian automotive joint ventures (in millions) 2008 2007 % change Sales $9,865 $8,911 11% Gross profit % of sales 1,485 15.1% 1,384 15.5% 7% SG&A expenses 877 831 6% Equity income 37 20 85% Segment income $645 $573 13% % of sales 6.5% 6.4% +10 bps

Third quarter 2008 Financial highlights Financing charges-net - Benefits of de-leveraging and lower interest rates partially offset by debt swap costs Income tax provision - No change in 21% tax rate Minority interests - Higher profitability in Automotive Experience and Power Solutions joint ventures (in millions except per share data) 2008 2007 Segment income $645 $573 Financing charges - net (69) (71) Income before taxes/minority interests 576 502 Income tax provision 121 106 Minority interests in net earnings of subsidiaries 16 0 Net income $439 $396 Diluted earnings per share* $0.73 $0.66 *Earnings per share reflect the 3-for-1 stock split effective October 2, 2007

Q3 2008 Balance sheet / cash flow highlights Debt to capitalization ratio of 29% Third quarter working capital performance below expectations Modest outflow Significant improvement vs. 2007 Capital spending in line with full-year guidance Expect debt/capitalization to decline to approximately 27% by fiscal year-end Strong Q4 cash generation Impact of Plastech acquisition Q406 Q107 Q207 Q307 Q407 Q108 Q208 Q308 '06-07 0.392 0.392 0.372 0.358 0.332 0.323 0.31 0.292

Commodity outlook Unprecedented increases Aggressive implementation by supply base Broad based - steel, copper, aluminum, chemical, acid, key components Global issue Lead Extremely volatile Hedging programs working effectively Impact by business: Automotive Experience 2008 Q4: Discussions underway 2009: Offset with customer recoveries Power Solutions 2008 Q4: Negative impact 2009: Pricing actions implemented to offset Building Efficiency 2008 Q3/Q4: Negative impact 2009: Pricing actions implemented to offset 1700 1900 2400 3450 2532 2793 1735 Lead price volatility Q3 Q2 Q1 Q4 Q3 Q2 Q1 Dollars per metric ton* 2008 2007 *at quarter end

Outlook Continuing to invest in growth Innovation, technology, people Executing our growth strategies, including emerging markets Driving cost improvements Priorities Sustainable organic sales and earnings growth Sales growth of twice the rate of our underlying industries Further global diversification, reducing dependence on individual products, markets and regions Margin expansion.... .....combined with capital efficiency as a driver for increased ROIC Use of cash Growth platforms Increased dividends Committed to improving financial performance and shareholder value