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): January 18, 2005

JOHNSON CONTROLS, INC.

(Exact name of registrant as specified in its charter)

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

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

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

(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 (see General Instruction A.2. below):

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))

TABLE OF CONTENTS

	ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
	ITEM 7.01 REGULATION FD DISCLOSURE
	ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
SIGNATURES
EXHIBIT INDEX
Press Release
Slide Presentation

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On January 18, 2005, Johnson Controls, Inc. issued a press release containing information about the Company’s results of operations for the quarter ended December 31, 2004. 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 January 18, 2005 reporting the results of operations for the quarter ended December 31, 2004 issued by the registrant on January 18, 2005.

Attached and incorporated herein by reference as Exhibit 99.2 is a copy of the slide presentation for the first quarter analyst conference call issued by the registrant on January 18, 2005.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits:

99.1	Press release issued by the registrant on January 18, 2005.
99.2	Slide presentation for the first quarter conference call issued by the registrant on January 18, 2005.

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.
BY:	/s/ Stephen A. Roell
	Stephen A. Roell
	Executive Vice President and   Chief Financial Officer

Date: January 19, 2005

2

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press release issued by the registrant on January 18, 2005.
99.2	Slide presentation for the first quarter conference call issued by the registrant on January 18, 2005.

3

EX-99.1

Exhibit 99.1

CONTACT:	Glen L. Ponczak-media	RELEASE: January 18, 2005
	(414) 524-2375
	Denise M. Zutz-investors
	(414) 524-3155

JOHNSON CONTROLS REPORTS FIRST QUARTER EARNINGS OF $.87;
FULL-YEAR OUTLOOK CONFIRMED

     MILWAUKEE, WISCONSIN, January 18, 2005 ... Johnson Controls, Inc. (JCI) today reported that net income rose 2% on a sales rise of 11% for the first quarter of fiscal 2005. The company also confirmed its previous outlook for the full year.

     Chairman and Chief Executive Officer John M. Barth said, “We are pleased that our first quarter results were in line with our forecast for sales growth and solid operating results despite difficult market conditions. We believe that as the year progresses, our quality and cost improvement initiatives will enable us to achieve another year of record results. ”

First-Quarter Results

     For the three months ended December 31, 2004, sales increased 11% to $7.0 billion from $6.3 billion last year, reflecting growth by both the automotive and controls businesses. The effect of foreign currency translation added approximately $240 million to sales in the current quarter.

     As projected by the company in October 2004, operating income declined from the record level a year ago. Operating income was $245.4 million, 3% below the prior year’s $253.8 million.

     Miscellaneous-net expense declined nearly $20 million over the prior year primarily due to lower foreign currency losses. The base effective tax rate declined to 26.5% (including continuing and discontinued operations) from 29%. Additional one-time tax benefits were $11.5 million in the current quarter, down from $17.0 million a year ago.

     Income from continuing operations increased to $160.5 million ($.83 per diluted share) compared with $159.2 million ($.83 per diluted share) for the prior year. Net income increased 2% to $168.4 million ($.87 per share) from $164.5 million ($.86 per share) reported for the first quarter of 2004.

     On January 10, the company announced an agreement to sell its engine electronics business for approximately 330 million euro. The first-quarter earnings for this business have been reported separately as discontinued operations in the Consolidated Statement of Income.

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January 18, 2005
Page 2

     Automotive Group sales for the first quarter of fiscal 2005 increased 11% over the prior year primarily due to new interior systems business, the benefit of foreign currency translation, and higher battery sales. Industry vehicle production was down 2.4% in North America and is estimated to be down 2% from the prior year in Europe. While operating income increased 2% from the prior year, operating margin declined as price reductions and higher raw material costs outweighed the benefits of the higher volume and operational improvements.

     Controls Group sales to the nonresidential buildings market increased 9% over the prior year due to higher revenues associated with facility management contracts, the benefit of foreign currency translation, and stronger system installation and services sales. Operating income was $11.8 million below the prior year amount due to expenses associated with cost reduction and growth initiatives.

     The backlog of uncompleted control system installation contracts at the end of the quarter was 10% higher than one year ago. The company achieved double-digit growth in orders in both North America and Europe reflecting an acceleration in demand in the domestic new construction market as well as success in penetrating the systems and technical services markets.

     Capital expenditures in the current quarter of $144 million were down from $199 million last year. Total debt to total capitalization decreased to 33.3% from 33.9% at September 30, 2004.

Outlook

     Johnson Controls confirmed its outlook for the full year of 2005, including sales growth of 8-10% and double-digit increases in operating and net income.

     “As we indicated three months ago,” Mr. Barth said, “our full-year outlook assumes that Johnson Controls will again outperform in its markets despite challenging conditions. Uncertainties continue in the automotive industry both with respect to vehicle sales and production schedules, as well as with markedly higher raw material costs. These issues remain as risks to our Automotive Group forecast for 8-10% sales growth and a slight improvement in operating margin. While some negative pressure on our second-quarter Automotive Group performance is likely, we believe that our focus on operational improvements and exceeding our customers’ expectations will enable us to complete the year in line with our plans.”

     Mr. Barth added that “We are also maintaining our guidance for our Controls Group, with sales growth of 8-10% and a moderate decline in operating margin. We are encouraged by the growth in first-quarter orders, and we are confident that our strategies to improve our operational performance will produce significant increases in controls sales and operating income in the second half of this year.”

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January 18, 2005
Page 3

     Mr. Barth concluded, “We appreciate the support of our customers, employees, and suppliers as we work to become even stronger partners with each of them. Our commitment to their success should enable us to sustain our track record for achieving superior shareholder returns.”

Fiscal 2005 Full-Year Financial Estimates⁽¹⁾
(dollars in millions)

Forecasts for fiscal 2005 are unchanged from guidance issued October 8, 2004 except where noted.

Consolidated sales growth	8-10%
Consolidated operating income growth	10-12%
Interest expense, net of interest income	$115-120(2)
Base effective income tax rate	26.5%(3)
Minority interests in net earnings of subsidiaries	$80-90
Net income growth	In excess of operating income growth
Capital expenditures	$725-775
Depreciation	$650-665(4)
Total debt to total capitalization	Below 30%

⁽¹⁾ Assumption for the relationship between the Euro and the U.S. Dollar changed from $1.20 to $1.30.

⁽²⁾ Decreased from $125-130 million.

⁽³⁾ Base rate includes continuing and discontinued operations. Incremental one-time benefits in near-term periods are possible due to adjustments related to valuation reserves and audit settlements.

⁽⁴⁾ Decreased from $685-705 million.

     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 (NYSE: JCI), founded in 1885, has headquarters in Milwaukee, Wisconsin.

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JOHNSON CONTROLS, INC.

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

	Three Months
	Ended December 31,
	2004			2003
Net sales
Products and systems*	$	6,016.4		$	5,428.8
Services*		959.1			864.1
		6,975.5			6,292.9
Cost of sales
Products and systems		5,327.6			4,728.1
Services		805.1			720.7
		6,132.7			5,448.8
Gross profit		842.8			844.1
Selling, general and administrative expenses		597.4			590.3
Operating income		245.4			253.8
Interest income		4.4			1.9
Interest expense		(30.9	)		(27.2	)
Equity income		15.8			17.8
Miscellaneous — net		(4.6	)		(24.6	)
Other income (expense)		(15.3	)		(32.1	)
Income from continuing operations before income taxes and minority interests		230.1			221.7
Provision for income taxes		48.6			47.0
Minority interests in net earnings of subsidiaries		21.0			15.5
Income from continuing operations		160.5			159.2
Income from discontinued operations, net of income taxes		7.9			5.3
Net income	$	168.4		$	164.5
Earnings available for common shareholders	$	168.4		$	162.7
Earnings per share from continuing operations
Basic	$	0.84		$	0.87
Diluted	$	0.83		$	0.83
Earnings per share
Basic	$	0.88		$	0.90
Diluted	$	0.87		$	0.86

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

The accompanying notes are an integral part of the financial statements.

JOHNSON CONTROLS, INC.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(in millions; unaudited)

	December 31,		September 30,		December 31,
	2004		2004		2003
ASSETS
Cash and cash equivalents	$	240.7	$	169.5	$	302.6
Accounts receivable — net		3,994.7		4,073.6		3,410.7
Costs and earnings in excess of billings on uncompleted contracts		362.0		328.6		318.7
Inventories		949.8		887.2		810.7
Assets of discontinued operations		427.3		395.1		367.7
Other current assets		882.4		780.0		790.5
Current assets		6,856.9		6,634.0		6,000.9
Property, plant and equipment — net		3,614.1		3,473.3		3,079.5
Goodwill — net		3,756.3		3,609.1		3,143.7
Other intangible assets — net		298.2		290.3		267.1
Investments in partially-owned affiliates		325.3		314.9		425.9
Other noncurrent assets		825.8		769.2		753.8
Total assets	$	15,676.6	$	15,090.8	$	13,670.9
LIABILITIES AND EQUITY
Short-term debt	$	901.9	$	813.3	$	717.6
Current portion of long-term debt		217.5		226.8		130.9
Accounts payable		3,528.6		3,670.6		3,177.6
Accrued compensation and benefits		603.5		639.2		472.4
Accrued income taxes		20.4		47.4		100.2
Billings in excess of costs and earnings on uncompleted contracts		218.8		197.2		204.4
Liabilities of discontinued operations		119.8		121.9		100.5
Other current liabilities		1,012.9		885.2		827.9
Current liabilities		6,623.4		6,601.6		5,731.5
Long-term debt		1,668.5		1,630.6		1,830.6
Postretirement health and other benefits		163.6		164.1		167.1
Minority interests in equity of subsidiaries		294.8		268.7		229.5
Other noncurrent liabilities		1,344.7		1,219.5		1,130.6
Shareholders’ equity		5,581.6		5,206.3		4,581.6
Total liabilities and equity	$	15,676.6	$	15,090.8	$	13,670.9

The accompanying notes are an integral part of the financial statements.

JOHNSON CONTROLS, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions; unaudited)

	Three Months
	Ended December 31,
	2004			2003
Operating Activities
Income from continuing operations	$	160.5		$	159.2
Adjustments to reconcile income from continuing operations to cash provided by operating activities
Depreciation		158.7			140.1
Amortization of intangibles		6.8			5.7
Equity in earnings of partially-owned affiliates, net of dividends received		(15.3	)		(4.4	)
Minority interests in net earnings of subsidiaries		21.0			15.5
Deferred income taxes		(0.4	)		7.2
Other		(1.3	)		2.7
Changes in working capital, excluding acquisition of businesses
Receivables		263.0			176.7
Inventories		(14.3	)		10.7
Other current assets		(41.4	)		30.3
Accounts payable and accrued liabilities		(334.7	)		(375.5	)
Accrued income taxes		16.8			43.8
Billings in excess of costs and earnings on uncompleted contracts		15.1			13.6
Cash provided by operating activities of continuing operations		234.5			225.6
Cash provided by operating activities of discontinued operations		0.1			21.4
Cash provided by operating activities		234.6			247.0
Investing Activities
Capital expenditures		(143.6	)		(199.0	)
Sale of property, plant and equipment		4.2			8.9
Acquisition of businesses, net of cash acquired		(33.1	)		(36.6	)
Recoverable customer engineering expenditures		(8.6	)		(49.1	)
Changes in long-term investments		(3.1	)		4.6
Investing activities of discontinued operations		(2.0	)		(4.0	)
Cash used by investing activities		(186.2	)		(275.2	)
Financing Activities
Increase in short-term debt — net		86.6			584.7
Increase in long-term debt		3.4			49.9
Repayment of long-term obligations		(76.7	)		(423.9	)
Payment of cash dividends		(3.6	)		(5.4	)
Other		11.2			6.8
Financing activities of discontinued operations		1.9			(17.4	)
Cash provided by financing activities		22.8			194.7
Increase in cash and cash equivalents	$	71.2		$	166.5

The accompanying notes are an integral part of the financial statements.

FOOTNOTES

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 three months ended December 31, 2004 and 2003, 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 months ended December 31, 2004. 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
	Ended December 31,
(in millions)	(unaudited)
	2004		2003
Weighted Average Shares
Basic		190.7		181.0
Diluted		193.6		191.8
Outstanding at period end		191.2		188.6

2. Discontinued Operations

On January 10, 2005, the Company announced that it will sell its engine electronics business to Valeo for approximately 330 million euro, or approximately $437 million. The transaction, which is subject to regulatory approvals, is expected to be completed in the second quarter of fiscal 2005. The engine electronics business generated revenues of approximately $425 million in fiscal 2004. This non-core business was a part of the Sagem SA automotive electronics business that was acquired in fiscal 2002.

3. Segment Information

	Three Months Ended
	December 31,
(in millions)	(unaudited)
	2004		2003		%
Sales
Automotive Group	$	5,443.1	$	4,886.0		11	%
Controls Group		1,532.4		1,406.9		9	%
Total	$	6,975.5	$	6,292.9
Operating Income
Automotive Group	$	202.6	$	199.2		2	%
Controls Group		42.8		54.6		-22	%
Total	$	245.4	$	253.8

EX-99.2

1st Quarter 2005 Financial Results January 18, 2005 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.

Q1 Financial Review Steve Roell - Executive VP and CFO Q1 Business Results Denise Zutz - VP Strategy, Investor Relations and Communication 2005 Outlook Steve Roell Q&A Agenda

First-Quarter 2005 Overview Record sales Growth of 11% - excluding foreign exchange, up 7% Operating income down 3% Diluted EPS $0.87 vs. $0.86 Capital expenditures down 28% Announced agreement to sell engine electronics business

First-Quarter Performance Prior Guidance Sales Operating income slightly lower Net income lower - -Automotive build - -Flow of automotive incremental backlog - -Modest controls growth - -Euro assumption was at $1.20 - -Growth rates - -Timing of automotive price reductions vs. cost reductions - -Raw material discussions with customers - -Operating income slightly higher than anticipated - -2004 one-time $17m tax benefit - -2005 one-time $11.5m tax benefit - -Discontinued operations

Engine Electronics Divestiture Part of 2001 Sagem automotive electronics acquisition FY2004 sales: 350m Euro (excluding intra-company sales) Engine management systems, engine control units, electric motor drives and engine components and sensors Transaction Details Buyer: Valeo Price: 330m Euro Target closing February 28, pending approvals Cash will be used to reduce short-term borrowings Gain on sale disclosed at end of Q2 Results reported separately as discontinued operations Not strategic to interiors focus

First-Quarter 2005 Financial Highlights (in millions) Equity income: Weaker Chinese vehicle production Miscellaneous - net: Lower foreign currency losses Tax rate: Base rate of 26.5% (including discontinued operations) and one-time tax benefits of $11.5m in 2005 and $17m in 2004 Minority interest: Improved domestic automotive joint venture performance

2005 2004 EPS from continuing ops before one-time tax benefits $.77 $.74 One-time tax benefits $.06 $.09 Continuing operations $.83 $.83 Discontinued operations $.04 $.03 Diluted earnings per share $.87 $.86 Diluted Earnings Per Share First Quarter

First-Quarter 2005 Cash Flow ($ in millions) Income from continuing operations $160 Depreciation/amortization $166 Capital expenditures $144 Change in working capital ($96) Total debt to total capitalization 33.3% December 31, 2004 (36.9% at Dec. 31, 2003)

First-Quarter 2005 Automotive Group Sales North America Interiors sales down 1% Industry production down 2.4% Benefited from exposure to Chrysler, Toyota, Nissan Most negatively exposed at Ford Lowest backlog flow level of 2005 Some volume deconsolidated Battery sales up 30% Most of increase due to consolidation of Latin American joint venture Otherwise unit shipments flat Lead price pass-throughs a positive 2005 2004 Change Change ex FX $5,443 $4,886 11% 7% (Continuing operations, in millions) Europe Interiors sales up 20% (11% excluding FX) Industry production estimated down 2% New business: Land Rover, Astra, Mercedes, clusters More than offsetting weakness at VW • Battery sales up 11% Mostly FX impact Units level Asia (including unconsolidated) China down 40% Other Asia up 20%

First-Quarter: Key Platforms North America GM LaCrosse, Colorado/Canyon, TrailBlazer Ford Econoline DCX 300/Magnum, Grand Cherokee Toyota Corolla/Matrix/Vibe, Camry, Lexus RX330, Tacoma Nissan Pathfinder, Altima, Titan, Infiniti QX56 Europe Opel Astra Ford Land Rover Discovery; Volvo S40/V50, S60/V70, S80, XC90 DCX Mercedes C-Class, A-Class; Smart Forfour/Mitsubishi Colt VW Skoda Octavia Renault Modus BMW X3 North America GM Envoy Sport, Aztec/Rendezvous, DeVille Ford Expedition/Navigator, Mustang, Town Car, Ranger, Focus, F Series DCX Liberty Nissan Quest VW Jetta Europe Opel Zafira Ford Focus, Fiesta DCX Mercedes E-Class, S-Class VW Golf, Touareg, Passat Positives Negatives

First-Quarter 2005 Automotive Group Operating Income 2005 2004 Change $202.6 $199.2 2% North America Interiors margin decrease Pricing resolutions Raw materials Positive mix Lower engineering and launch costs Battery slight margin increase Consolidation of joint venture Europe Interiors margin increase Higher sales Operational improvement Lower engineering and launch costs due to improved efficiencies Raw materials/pricing Battery margin level Performance improvement Lag in lead pass-throughs (Continuing operations, in millions)

First-Quarter 2005 Controls Group Sales 2005 2004 Change Change ex FX $1,532 $1,407 +9% +6% (in millions) North America Sales up 8% -Construction up 15-20% -Technical services up 10-15% -Facility management up 5-10% -Systems renovation down slightly Europe Sales up 13% (5% ex FX) Increase in systems renovation, service and facility management Construction remains weak

First-Quarter 2005 Controls Group Operating Income 2005 2004 Change $42.8 $54.6 -22% North America Lower margin Workforce reduction (severance) in support of increasing competitiveness of systems business Competitive pricing in construction market Mix of growth among lines of business Europe Lower margin Workforce reduction (severance) More than offsets benefit of higher revenues (in millions)

Controls Group Backlog (at December 31) 2005 2004 Change $1.93B $1.75B 10% Orders North America orders up 15% Strength in healthcare, airport, office sectors for construction Pick-up in systems renovation in state/local government Growth in technical services Europe orders up 30% Renovation contracts Service growth Order Highlights - -West Virginia Capitol Complex - -University of Arkansas - -Northwestern Memorial Hospital (Chicago) - -Poujol Ste. Genevieve - -SCS Stammhaus - -Xiamen East Fortune Plaza

2005 Full-Year Estimates Sales +8 - 10% Operating margin Unchanged Automotive +8 - 10% Controls +8 - 10% Operating Income Up 10 - 12% Net Income Up more than operating income Automotive Slight improvement Controls Moderate decline Key Factors Automotive Vehicle production/mix Commercial discussions on raw material costs and pricing Lower launch and engineering costs Quality/cost initiatives Sale of engine electronics Controls Systems growth in new and existing building markets Accelerating technical services growth Improved operating efficiencies

2005 Positioned to achieve our objectives Strong customer relationships Adding value Innovation System integration Cost and quality improvements World-class execution Strengthened financial position 123,000 employees dedicated to exceeding customer expectations