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): April 21, 2009

JOHNSON CONTROLS, INC.

(Exact name of registrant as specified in its charter)

Wisconsin	1-5097	39-0380010
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)
5757 North Green Bay Avenue Milwaukee Wisconsin		53209
(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 April 21, 2009, Johnson Controls, Inc. (the “Company”) issued a press release containing information about the Company’s results of operations for the three and six months ended March 31, 2009. 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 April 21, 2009 reporting the results of operations for the three and six months ended March 31, 2009 issued by the registrant on April 21, 2009.

Attached and incorporated herein by reference as Exhibit 99.2 is a copy of the slide presentation for the fiscal year 2009 second quarter quarterly update conference call issued by the registrant on April 21, 2009.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:

99.1	Press release issued by Johnson Controls, Inc., dated April 21, 2009.
99.2	Slide presentation for the fiscal year 2009 second quarter quarterly update conference call issued by Johnson Controls, Inc., dated April 21, 2009.

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.
April 22, 2009	By:	/s/ Susan M. Kreh
		Name:	Susan M. Kreh
		Title:	Vice President and Corporate Controller

EX-99.1

Exhibit 99.1

Johnson Controls Reports 2009 Second Quarter Financial Results; Expects Return to Profitability in
Third Quarter

     Milwaukee, Wisc. . . . April 21, 2009. . . .For the second quarter of fiscal 2009, Johnson Controls reported net sales of $6.3 billion and a loss of $193 million, or $0.33 per diluted share. These results compare with net sales of $9.4 billion and income of $289 million, or $0.48 per diluted share, for the second quarter of 2008.

     The second quarter 2009 results include restructuring charges of $230 million ($185 million net of tax), $81 million in non-recurring tax benefits and a $7 million tax benefit resulting from the increase in the first quarter effective tax rate from 24% to 31%. Excluding these items, the loss in the quarter was $0.16 per diluted share.

     “As we indicated three months ago, the second fiscal quarter was going to be challenging due to the depressed automotive production volumes. During the quarter, we implemented additional cost reduction initiatives and actions to enhance our liquidity position,” said Stephen A. Roell, Johnson Controls Chairman and Chief Executive Officer. “We started to see improvements in the financial performance of our Automotive Experience business toward the end of the second quarter, and we expect significantly lower operating losses in the third quarter. We believe the automotive improvement, combined with the solid profitability of our Building Efficiency and Power Solutions businesses, will enable us to report positive earnings for the remainder of 2009.”

     Building Efficiency sales in the 2009 second quarter were $3.0 billion, down 10% from $3.3 billion versus last year. Excluding the effect of currency, sales were down 2%. North America systems sales were up slightly, while demand for the company’s performance contracting offerings increased by 16% over the prior year. The increases were offset by double-digit declines in the North American residential HVAC business. Technical services were also lower as customers continued to defer discretionary maintenance and equipment retrofits.

     Due to its high concentration in the institutional buildings market, the company reported that its backlog of uncompleted contracts in the second quarter was $4.5 billion, up 1% (up 6% excluding currency) versus the previous year. Johnson Controls noted that it was experiencing softness in the global new construction markets and that some government customers delayed awarding contracts for energy efficiency projects pending eligibility for funding under the American Reinvestment and Recovery Act (ARRA) stimulus package.

     The company said that it had identified a project pipeline worth $535 million that is directly attributable to the ARRA. The company said it expects the stimulus program to benefit its backlog later this year and have a positive impact on its financial performance beginning in 2010.

     Building Efficiency reported segment income of $90 million in the second quarter of fiscal 2009 compared to $177 million in 2008, due to lower earnings in Latin and South America and a larger loss in its North American residential business, which was adversely impacted by non-recurring charges associated with profit improvement initiatives. The increased loss in the residential business accounted for more than 40% of the overall segment income decline by Building Efficiency.

     In the second quarter, Johnson Controls was selected to participate in a $20 million energy efficiency retrofit of the landmark Empire State Building in New York. The project is expected to reduce energy use by more than $4 million annually. The project includes retrofits of the building’s chillers, a building control system upgrade and Web-based tenant-specific energy management systems.

     Power Solutions sales in the second quarter were $905 million, down 38% from $1.5 billion in the year ago period. Lower lead prices and currency translation negatively impacted revenues; overall unit volumes were 9% lower. Original equipment automotive battery volume was lower in both North America and Europe due to the decline in auto production levels, while aftermarket demand was comparable with last year.

     Power Solutions segment income was $66 million in the second quarter, down 46% from $121 million last year. The company said the decline was due primarily to the lower unit volume, costs associated with footprint consolidations as well as increased investments for expansion in Asia and hybrid batteries.

     In the second quarter, the company was awarded a contract to supply batteries in certain markets to Genuine Parts / NAPA, a new customer for Johnson Controls.

     In addition, Johnson Controls announced it had received $149 million in incentives from the State of Michigan to build a lithium-ion hybrid battery manufacturing facility in Holland, Michigan. This $220 million facility, with an initial capacity to build 15 million cells annually, would support the company’s lithium-ion production contracts with Ford, Azure Dynamics and other expected customers as the hybrid and electric vehicle industry continues to gain a foothold in the United States.

     Automotive Experience sales in the quarter declined 47% to $2.4 billion versus $4.7 billion last year due to significantly lower production volumes globally. Automotive production in North America was down 51% versus a year ago to a level not seen in more than 40 years. European production declined 41%, although Johnson Controls said it is beginning to see positive volumes in certain countries where governments are providing incentives to consumers who scrap old cars and purchase new vehicles.

     The Automotive Experience segment reported a loss of $275 million in the quarter versus a profit of $155 million in the 2008 period, due to the lower global volumes. Johnson Controls said it expected the Automotive Experience loss in the third fiscal quarter would be less than $50 million and affirmed that it forecast the business to achieve break-even results in the fourth fiscal quarter. These expected improvements are primarily the result of cost reduction initiatives and lower commodity costs.

     The company said that the restructuring initiative announced in March 2009 is expected to be slightly accretive in 2009 and to provide approximately $0.15 per diluted share incremental benefit in 2010.

     The restructuring program announced in September 2008 is approximately 70% complete and progressing ahead of schedule. It is expected that the financial benefits of this restructuring program will be increasingly accretive to earnings through the remainder of the 2009 fiscal year, and will provide a $0.20 — $0.25 per diluted share incremental benefit in 2010.

     “We continue to invest in areas that support our growth strategies and are implementing strategies and disciplines to take advantage of the opportunities to gain share in our industries,” Mr. Roell said. “While there are still many uncertainties in the global economy, we continue to believe we are positioned to report profitable financial results in the future.”

###

Johnson Controls 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 130,000 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 www.johnsoncontrols.com.

###

Johnson Controls, Inc. (“the Company”) has made forward-looking statements in this presentation pertaining to its financial results for fiscal 2009 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 strength of the U.S. or other economies, currency exchange rates, cancellation of or changes to commercial contracts, liquidity, the ability to execute on restructuring actions according to anticipated timelines and costs as well as other factors discussed in the Company’s Form 8-k (filed March 9, 2009) 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.

###

April 21, 2009
Page 4

JOHNSON CONTROLS, INC.

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

	Three Months Ended March 31,
	2009			2008
Net sales	$	6,315		$	9,406
Cost of sales		5,633			8,096
Gross profit		682			1,310
Selling, general and administrative expenses		(803	)		(888	)
Restructuring costs		(230	)		—
Net financing charges		(46	)		(66	)
Equity income		2			31
Income (loss) from continuing operations before income taxes and minority interests		(395	)		387
Provision for income taxes		(183	)		81
Minority interests in net earnings (loss) of subsidiaries		(19	)		17
Net income (loss)	$	(193	)	$	289
Diluted earnings (loss) per share	$	(0.33	)	$	0.48
Diluted weighted average shares		594			601
Shares outstanding at period end		594			593

April 21, 2009
Page 5

JOHNSON CONTROLS, INC.

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

	Six Months Ended March 31,
	2009			2008
Net sales	$	13,651		$	18,890
Cost of sales		12,284			16,273
Gross profit		1,367			2,617
Selling, general and administrative expenses		(1,662	)		(1,838	)
Restructuring costs		(230	)		—
Net financing charges		(102	)		(135	)
Equity income (loss)		(134	)		48
Income (loss) from continuing operations before income taxes and minority interests		(761	)		692
Provision for income taxes		59			145
Minority interests in net earnings (loss) of subsidiaries		(19	)		23
Net income (loss)	$	(801	)	$	524
Diluted earnings (loss) per share	$	(1.35	)	$	0.87
Diluted weighted average shares		594			602
Shares outstanding at period end		594			593

April 21, 2009
Page 6

JOHNSON CONTROLS, INC.

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

	March 31,		September 30,
	2009		2008
ASSETS
Cash and cash equivalents	$	311	$	384
Accounts receivable — net		4,745		6,472
Inventories		1,648		2,099
Other current assets		1,748		1,721
Current assets		8,452		10,676
Property, plant and equipment — net		3,949		4,389
Goodwill		6,320		6,513
Other intangible assets — net		749		769
Investments in partially-owned affiliates		668		863
Other noncurrent assets		1,586		1,777
Total assets	$	21,724	$	24,987
LIABILITIES AND SHAREHOLDERS’ EQUITY
Short-term debt and current portion of long-term debt	$	797	$	743
Accounts payable and accrued expenses		4,370		6,366
Other current liabilities		2,520		2,701
Current liabilities		7,687		9,810
Long-term debt		3,994		3,201
Other noncurrent liabilities		1,944		2,316
Minority interests in equity of subsidiaries		199		236
Shareholders’ equity		7,900		9,424
Total liabilities and shareholders’ equity	$	21,724	$	24,987

April 21, 2009
Page 7

JOHNSON CONTROLS, INC.

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

	Three Months Ended March 31,
	2009			2008
Operating Activities
Net income (loss)	$	(193	)	$	289
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		191			194
Equity in earnings of partially-owned affiliates, net of dividends received		27			(22	)
Minority interests in net earnings (loss) of subsidiaries		(19	)		17
Deferred income taxes		(78	)		(29	)
Loss on sale of discontinued operations		—			—
Non-cash restructuring costs		46			—
Other — net		7			13
Changes in working capital, excluding acquisition and divestiture of businesses:
Receivables		196			(57	)
Inventories		263			(68	)
Restructuring reserves		108			(18	)
Accounts payable and accrued liabilities		(197	)		75
Change in other assets and liabilities		(244	)		(96	)
Cash provided by operating activities		107			298
Investing Activities
Capital expenditures		(158	)		(174	)
Sale of property, plant and equipment		—			17
Acquisition of businesses, net of cash acquired		(10	)		(43	)
Other — net		(41	)		(42	)
Cash used in investing activities		(209	)		(242	)
Financing Activities
Increase (decrease) in short and long-term debt — net		219			(89	)
Payment of cash dividends		(77	)		(78	)
Other — net		69			(63	)
Cash provided by (used in) financing activities		211			(230	)
Increase (decrease) in cash and cash equivalents	$	109		$	(174	)

April 21, 2009
Page 8

JOHNSON CONTROLS, INC.

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

	Six Months Ended March 31,
	2009			2008
Operating Activities
Net income (loss)	$	(801	)	$	524
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		381			385
Equity in earnings of partially-owned affiliates, net of dividends received		59			—
Minority interests in net earnings (loss) of subsidiaries		(19	)		23
Deferred income taxes		222			(20	)
Non-cash restructuring costs		46			—
Non-cash impairment of long-lived assets		110			—
Non-cash impairment of equity investment		152			—
Other — net		42			52
Changes in working capital, excluding acquisition and divestiture of businesses:
Receivables		1,324			429
Inventories		341			(150	)
Restructuring reserves		56			(32	)
Accounts payable and accrued liabilities		(1,853	)		(760	)
Change in other assets and liabilities		(270	)		25
Cash provided by (used in) operating activities		(210	)		476
Investing Activities
Capital expenditures		(426	)		(361	)
Sale of property, plant and equipment		3			32
Acquisition of businesses, net of cash acquired		(32	)		(69	)
Other — net		(111	)		(90	)
Cash used in investing activities		(566	)		(488	)
Financing Activities
Increase (decrease) in short and long-term debt — net		759			(196	)
Payment of cash dividends		(154	)		(143	)
Other — net		98			(90	)
Cash provided by (used in) financing activities		703			(429	)
Increase (decrease) in cash and cash equivalents	$	(73	)	$	(441	)

April 21, 2009
Page 9

FOOTNOTES

1. Business Unit Summary

	Three Months Ended									Six Months Ended
	March 31,									March 31,
	(unaudited)									(unaudited)
(in millions)	2009			2008			%			2009			2008			%
Net Sales
Building efficiency	$	2,965		$	3,299			-10	%	$	6,052		$	6,543			-8	%
Automotive experience		2,445			4,650			-47	%		5,576			9,239			-40	%
Power solutions		905			1,457			-38	%		2,023			3,108			-35	%
Net Sales	$	6,315		$	9,406					$	13,651		$	18,890
Segment Income
Building efficiency	$	90		$	177			-49	%	$	69		$	340			-80	%
Automotive experience		(275	)		155			-277	%		(604	)		233			-359	%
Power solutions		66			121			-45	%		106			254			-58	%
Segment Income	$	(119	)	$	453					$	(429	)	$	827
Financing charges — net		(46	)		(66	)					(102	)		(135	)
Restructuring costs		(230	)		—						(230	)		—
Income from continuing operations before income taxes and minority interests	$	(395	)	$	387					$	(761	)	$	692
Net Sales
Products and systems	$	4,717		$	7,593			-38	%	$	10,364		$	15,302			-32	%
Services		1,598			1,813			-12	%		3,287			3,588			-8	%
	$	6,315		$	9,406					$	13,651		$	18,890
Cost of Sales
Products and systems	$	4,362		$	6,646			-34	%	$	9,635		$	13,388			-28	%
Services		1,271			1,450			-12	%		2,649			2,885			-8	%
	$	5,633		$	8,096					$	12,284		$	16,273

(1) Management evaluates the performance of the segments based primarily on segment income, which represents income from continuing operations before income taxes and minority interest, excluding net financing charges and restructuring costs.

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.

2. Restructuring Costs

As part of its continuing efforts to reduce costs and improve the efficiency of its global operations, the Company announced a restructuring plan in the second quarter of fiscal year 2009 and recorded a $230 million restructuring charge.

The restructuring charge relates to cost reduction initiatives in its automotive experience, building efficiency and power solutions businesses and includes workforce reductions and plant consolidations. The Company expects to substantially complete the initiatives in 2010. The automotive-related restructuring is in response to the fundamentals of the European, North American and Japanese automotive markets. The actions target reductions in the company’s cost base by decreasing excess manufacturing capacity due to lower industry production and the continued movement of vehicle production to low-cost countries, especially in Europe. Power solutions’ actions are focused on optimizing its regional manufacturing capacity to reflect lower overall demand for original equipment batteries resulting from lower vehicle production levels.

3. Impairment Charges

The Company reviews long-lived assets, including property, plant and equipment and other intangible assets with definite lives, for impairment whenever events or changes in circumstances indicate that its carrying amounts may not be recoverable. At December 31, 2008, the Company recorded a $77 million and $33 million impairment charge related to property, plant and equipment in the automotive experience business in North America and Europe, respectively. The impairment charge is included in cost of sales in the accompanying Condensed Consolidated Statements of Income.

At December 31, 2008, the Company also recorded a $152 million charge related to an impairment of an equity investment in a 48%-owned joint venture with US Airconditioning Distributors, Inc. in the Company’s building efficiency business. This impairment charge is included in equity loss in the accompanying Condensed Consolidated Statements of Income.

April 21, 2009
Page 10

4. Income Taxes

In June 2006, the Financial Accounting Standards Board (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 net change in interest and penalties during the six months ended March 31, 2009 was not material. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense or goodwill, when applicable.

The Company’s federal income tax returns and certain foreign income tax returns for various fiscal years remain under various stages of audit by the Internal Revenue Service and respective foreign tax authorities. Although the outcome of tax audits is always uncertain, management believes that it has appropriate support for the positions taken on its tax returns and that its annual tax provisions included amounts sufficient to pay assessments, if any, which may be proposed by the taxing authorities. At March 31, 2009, the Company has recorded a liability for its best estimate of the probable loss on certain of its tax positions, the majority of which is included in other noncurrent liabilities in the accompanying Condensed Consolidated Statements of Financial Position. It is likely that the resolution of certain tax examinations will occur within the current fiscal year which may result in favorable tax reserve adjustments in an amount not to exceed $100 million.

In the first quarter of fiscal year 2009, the Company recorded a $30 million discrete period tax adjustment related to first quarter 2009 impairment costs using a blended statutory tax rate of 12.6%. Due to the tax rate change in the second quarter of fiscal 2009, the discrete period tax adjustment increases by $18 million for a total tax adjustment for the six months ended March 31, 2009 of $48 million.

In the second quarter of fiscal year 2009, the Company recorded a $27 million discrete period tax adjustment related to second quarter 2009 restructuring costs using a blended statutory tax rate of 19.2%.

The Company reviews its deferred tax asset valuation allowances on a quarterly basis, or whenever events or changes in circumstances indicate that a review is required. In determining the requirement for a valuation allowance, the historical and projected financial results of the legal entity or consolidated group recording the net deferred tax asset is considered, along with any other positive or negative evidence. Since future financial results may differ from previous estimates, periodic adjustments to the Company’s valuation allowance may be necessary.

In the first quarter of fiscal 2009, the Company performed an analysis of its worldwide deferred tax assets. As a result of the rapid deterioration in the economic environment, several jurisdictions incurred unexpected losses in the first quarter that resulted in cumulative losses over the prior three years. It was determined that it was more likely than not that the deferred tax assets would not be utilized in several jurisdictions including France, Mexico, Spain and the United Kingdom. Therefore, the Company recorded a $300 million valuation allowance as income tax expense. To the extent the Company improves its underlying operating results in these jurisdictions, these valuation allowances, or a portion thereof, could be reversed in future periods.

In the second quarter of fiscal 2009, the Company performed an analysis of its worldwide deferred tax assets. As a result, and after considering tax planning initiatives and other positive and negative evidence, the Company determined that it was more likely than not that the deferred tax asset associated with a capital loss on a French legal entity would be utilized. Therefore, the Company released $45 million of valuation allowances against income tax expense in the three month period ended March 31, 2009.

For the three and six months ended March 31, 2009, the tax provision decreased as the result of a $30 million tax benefit realized by a change in tax status of a French subsidiary. 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 its investment. This election changed the tax status 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 provision of Statement of Financial Accounting Standards No. 109.

The Company filed a claim for refund in the period ended March 31, 2009, with the Internal Revenue Service related to interest computations of prior tax payments and refunds. The refund claim resulted in a tax provision decrease of $6 million.

In calculating the provision for income taxes, the Company uses an estimate of the annual effective tax rate based upon the facts and circumstances known at each interim period. On a quarterly basis, the annual effective tax rate is adjusted, as appropriate, based upon changed facts and circumstances, if any, as compared to those forecasted at the beginning of the fiscal year and each interim period thereafter. For the three months ended March 31, 2009, the Company increased its estimated annual effective income tax rate from continuing operations from 24% to 31%, primarily due to losses in jurisdictions for which no tax benefit is recognized. The estimated annual effective income tax rate from continuing operations for the three and six months ended March 31, 2008 was 21%.

The tables below show a reconciliation of the provision for income taxes for the three and six months ended March 31, 2009 (in millions):

	Three Months Ended						Six Months Ended
	March 31, 2009						March 31, 2009
	Amount			Tax Rate			Amount			Tax Rate
	(unaudited)						(unaudited)
Federal, state and foreign income tax expense	$	(122	)		31.0	%	$	(235	)		31.0	%
Valuation allowance adjustment		(45	)					255
Restructuring charges		27						27
Change in tax status of foreign subsidiary		(30	)					(30	)
Impairment charges		—						48
Interest refund		(6	)					(6	)
Effective tax rate adjustment		(7	)					—
Provision for income taxes	$	(183	)		46.3	%	$	59			-7.7	%

EX-99.2

Exhibit 99.2

Quarterly update FY 2009 second quarter April 21, 2009 Exhibit 99.2

2 2 Agenda Introduction Glen Ponczak - Director, Investor Relations Overview and Economic Environment / Outlook Steve Roell - Chairman and Chief Executive Officer Business Results and Financial Review Bruce McDonald - Executive Vice President and Chief Financial Officer Q&A FORWARD-LOOKING STATEMENT Johnson Controls, Inc. ("the Company") has made forward-looking statements in this presentation pertaining to its financial results for fiscal 2009 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 strength of the U.S. or other economies, currency exchange rates, cancellation of or changes to commercial contracts, liquidity, the ability to execute on restructuring actions according to anticipated timelines and costs as well as other factors discussed in the Company's Form 8-k (filed March 9, 2009) 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.

3 2009 second quarter* *Excluding Q2 items $230 million restructuring announced March 2009 $81 million non-recurring tax benefit $7 million tax rate benefit related to Q1 $6 million restructuring charges at equity affiliates Sales: $6.3 billion vs. $9.4 billion in 2008 Segment income: loss of $113 million Net income: loss of $97 million ($0.16) per diluted share vs. $0.48 in Q2 2008 Significant top-line impact Automotive volume ($2.0 billion) Lead ($0.5 billion) Currency ($0.7 billion) Excluding these items, sales were comparable with last year Top-line negatively impacted by

4 4 2009 second quarter Economic environment and outlook Automotive markets Prolonged production shut-downs in North America and Europe, particularly in January North American production (FY 2009) forecast of 8.8 million vehicles Compared with 9.3 million forecast in December 2009 "Wealth effect" negatively impacting new car sales Declines in home equity and 401k values, rising unemployment Europe production forecast of 14.3 million vehicles Compared with16.2 million forecast in December 2008 9/1/2001 10/1/2001 11/1/2001 12/1/2001 1/1/2002 2/1/2002 3/1/2002 4/1/2002 5/1/2002 6/1/2002 7/1/2002 8/1/2002 9/1/2002 10/1/2002 11/1/2002 12/1/2002 1/1/2003 2/1/2003 3/1/2003 4/1/2003 5/1/2003 6/1/2003 7/1/2003 8/1/2003 9/1/2003 10/1/2003 11/1/2003 12/1/2003 1/1/2004 2/1/2004 3/1/2004 4/1/2004 5/1/2004 6/1/2004 7/1/2004 8/1/2004 9/1/2004 10/1/2004 11/1/2004 12/1/2004 1/1/2005 2/1/2005 3/1/2005 4/1/2005 5/31/2005 6/30/2005 7/31/2005 8/31/2005 9/30/2005 10/31/2005 11/30/2005 12/31/2005 1/31/2006 2/28/2006 3/31/2006 4/30/2006 5/31/2006 6/30/2006 7/31/2006 8/31/2006 9/30/2006 10/31/2006 11/30/2006 12/31/2006 1/31/2007 2/28/2007 3/31/2007 4/30/2007 5/31/2007 6/30/2007 7/31/2007 8/31/2007 9/30/2007 10/31/2007 11/30/2007 12/31/2007 1/31/2008 2/29/2008 3/31/2008 4/30/2008 5/31/2008 6/30/2008 7/31/2008 8/31/2008 9/30/2008 10/31/2008 11/30/2008 12/31/2008 1/31/2009 2/28/2009 3/31/2009 SAAR 16.1 22.1 17.8 16.2 16.2 16.9 16.8 17.4 15.9 16.5 17.8 18.1 16.4 15.9 16.1 17.9 16.4 15.7 16.3 16.5 16.2 16.5 16.9 18 17 16.2 17 17.5 16.4 16.5 16.8 16.6 17.7 15.4 17.2 16.6 17.5 17 16.4 18.4 16.2 16.3 16.9 17.4 16.7 17.5 20.9 16.8 16.4 14.8 16.1 17.1 17.6 16.6 16.6 16.7 16.1 16.3 17.2 16.2 16.6 16.2 16 16.7 16.7 16.6 16.3 16.3 16.1 15.6 15.5 16.3 16.2 16.1 16.2 16.3 15.4 15.4 15.1 14.4 14.3 13.6 12.6 13.7 12.5 10.6 10.2 10.3 9.6 9.1 9.9 12 Month Moving Average 17.2 17.3 17.3 16.8 16.7 16.8 16.8 16.7 16.7 16.6 16.7 16.7 16.6 16.6 16.6 16.6 16.7 16.7 16.7 16.8 16.8 16.8 16.9 16.8 16.9 16.7 16.8 16.9 16.8 16.9 16.9 16.8 16.9 16.9 16.8 17 17.3 17.3 17.3 17.1 17 16.9 17 17.1 17 17 16.9 16.8 16.5 16.4 16.5 16.6 16.6 16.6 16.5 16.5 16.5 16.4 16.4 16.4 16.2 16.2 16.2 16.2 16.2 16.2 16.1 16 15.9 15.7 15.6 15.4 15.1 14.9 14.6 14.16 13.7 13.2 12.7 12.2 11.7 U.S. SAAR (in millions) 12 Month Moving Average March's SAAR of 9.9m was 34% below last year's rate of 15.0m

5 5 2009 second quarter Economic environment and outlook Building markets Our primary vertical market -- institutional buildings (government, healthcare, education) -- remains the most resilient new construction sector Weakness in office, retail, lodging where JCI has low presence; expected to continue through 2010 Economic environment resulting in atypical customer behaviors Service / maintenance / retrofit deferrals Delays of some government energy efficiency projects due to potential for stimulus funding New construction slow-downs and deferrals in Dubai; other Middle Eastern markets stable U.S. housing starts and existing-home sales continue to decline

6 Some encouraging signs Automotive markets Government support European incentive programs having a positive impact on new vehicle sales Auto scrappage programs driving increased "A" and "B" segment car purchases Managed government-backed process for OE long-term viability U.S. Treasury program for domestic suppliers Volume China volumes stabilizing / improving Improvements in U.S. consumer credit availability Lower industry inventory levels in North America and Europe; future production likely to be more stable

7 Some encouraging signs Other news Toyota "Global Contribution Award" Three companies selected in 2009 JCI is only supplier of vehicle interior products, and the only U.S. company, to gain top recognition New business awards in Asia GM, Kia, Nissan Intend to participate in U.S. Treasury supplier credit insurance program January February March -143 -95 -15 Sequential improvement Multiple OE production shut- downs in January and February Restructuring benefits increasingly accretive Other cost-reduction initiatives Jan Feb Mar Automotive Experience Segment Income $0 Automotive Experience

8 Some encouraging signs Power Solutions Auto battery destocking in retail / wholesale channels stabilizing U.S. Federal and State funding for domestic hybrid battery capacity Building Efficiency Stimulus funding for investing in energy efficiency, infrastructure JCI pipeline of ARRA projects: $535 million Architectural Billing Index (U.S.) stabilizing Potential cycle bottoming in 2010 Continued strong growth in pipeline for Global Workplace Solutions Over $1 billion in identified projects Initial signs of residential market stabilization U.S. tax credits for first-time buyers

9 Federal Opportunities Well positioned as a preferred or pre- qualified supplier to many federal entities Strong presence on over 50% of the top 85 military installations world-wide Installed systems at the White House, U.S. Capitol and Pentagon 2008 market share of Department of Energy's performance contracts: 70% State & Local Opportunities Local branch presence and expertise to help state and local governments identify and qualify high value projects consistent with ARRA objectives Economic Stimulus (ARRA) Package Target addressable market opportunity $12B Education Modernization $5 B Federal Buildings $3 B Grid / Renewables $2 B State and Local $2 B

10 2009 second quarter actions Improving our cost structure and liquidity $230 million restructuring 80% focused on Automotive Experience; remainder is primarily Power Solutions Approximately $185 million in cash 10 plant consolidations / closings Slightly accretive in 2009; incremental $0.15 per diluted share benefit in 2010 Liquidity enhancement Successful $850 million convertible debt / mandatory equity units offering Reduces reliance on commercial paper market Stabilized credit metrics Financial flexibility to withstand market disruptions and take advantage of opportunities September 2008 Restructuring Update Actions proceeding ahead of schedule; 70% complete Increasingly accretive to earnings in second half of year Incremental $0.20 - $0.25 per diluted share benefit in 2010

11 11 2009 second quarter Building Efficiency 2009 2008 Net sales $3.0 B $3.3 B - 10% Adjusted for currency, sales down 2% N.A. systems up slightly Solutions growth of 16% Temporary contract delays due to potential of stimulus funding Europe, ROW comparable with last year, excluding currency Technical services down high single digits Continued deferrals of "discretionary" service/retrofit Depressed unitary (N.A. residential) demand Down 24% y/y over low 2008 revenues New home construction starts down more than 80% since peak; lowest level in 50 years $4.5 B +1% (+6% ex FX) Commercial backlog (at March 31, 2009)

12 12 2009 second quarter Building Efficiency 2009 2008 Segment income $90 M $177 M - 49% All non-residential businesses solidly profitable Good progress in European restructuring (segment income up 7%, excluding currency) 40% of overall decline attributable to residential HVAC (unitary products) business Lower volume Write-downs associated with profitability improvement program Impact of lower volumes / factory absorption Currency devaluation in Latin America

13 13 2009 second quarter Power Solutions 2009 2008 Net sales $905 M $1.5 B - 38% Unit volumes down 9% Aftermarket unit volume comparable with last year OE unit volume down 38% in Americas; 39% in Europe Segment income $66 M $121 M - 46% Lower unit volumes Increased investment in Asia lead-acid expansion Costs associated with footprint consolidation Hybrid battery investments Q2 lead price / metric ton 2009 2008 (qrtly ave.) $1,157 $2,871 - 60% Restructuring benefits start in Q3 Lead battery grids

14 Lead-acid batteries Genuine Parts/ NAPA (western region) New customer for Johnson Controls Initial shipments begin in Q3 2009 Commenced battery shipments to O'Reilly's / CSK Named Wal-Mart "Vendor of the Year" in the automotive category Hybrid batteries U.S. Lithium-Ion hybrid battery plant Existing facility in Holland, Michigan $220 million investment $149 million in incentives from State of Michigan 6 million units (annualized) of new lead-acid business awarded in the past 12 months 2009 second quarter Power Solutions

15 15 2009 second quarter Automotive Experience 2009 2008 Net sales $2.4 B $4.7 B - 47% Sales down 40% excluding impact of currency Declines across all geographies, customers and product segments North America: down 48% (production down 51%) Europe: down 48% (production down 41%) Down 35% excluding impact of currency Segment income ($275 M) $155 M Lower volume and loss of contribution margin China profitability comparable to prior year Accelerating restructuring benefits; sequential monthly improvements

16 16 2009 second quarter Financial highlights (in millions) 2009 (excl. items) 2008 %change Sales $6,315 $9,406 - 33% Gross profit % of sales 682 10.8% 1,310 13.9% - 48% SG&A expenses 803 888 - 10% Equity income 8 31 - 74% Segment income ($113) $453 2009 (reported) $6,315 682 10.8% 803 2 ($119) FX - Euro to U.S. Dollar average exchange rate at $1.29 in Q2 2009 vs. $1.54 in 2008 Sales - Excluding FX, sales down 26% Gross Profit - Adversely impacted by factory absorption, restructuring activities SG&A - Reductions in all three businesses, maintaining investments in key growth initiatives Equity Income - Lower automotive equity income in NA and Europe; China comparable

17 17 2009 second quarter Financial highlights Net financing charges - Lower short-term rates, impact of FX Income tax provision - Underlying 2009 tax rate revised to 31% (in millions except per share data) 2009 2009 2008 Segment income ($119) ($113) $453 Net financing charges (46) (46) (66) Income before taxes/minority interests (395) (159) 387 Income tax (provision) / benefit 183 50 (81) Minority interests, (net earnings) / loss 19 12 (17) Net income / (loss) ($193) ($97) $289 Diluted earnings / (loss) per share ($0.33) ($0.16) $0.48 (Reported) (Excl. items) Restructuring costs (230)

18 2009 second quarter Tax rate change Q2 tax benefit at 31% $(50) Tax on restructuring ($230M at 19%) (45) Adjustment to Q1 effective tax rate (31% vs. 24%) (7) Non-recurring tax benefit (81) Q2 tax benefit reported ($183) 18 18 2009 effective tax rate increases to 31% Geographic shift in income Losses in jurisdiction with valuation allowances Second half non-recurring tax benefits will approximate $150 million 2010 effective tax rate outlook approximately 25%

19 2009 second quarter Balance sheet Net debt to capitalization ratio approximately 36% Improvement in working capital by all three businesses Anticipate working capital improvements will offset cash costs of restructuring initiatives Sequential improvement in cash flow from operating and investing activities Q2 2009 outflow of $102 million Q1 2009 outflow of $674 million Lower second half capital spending 2009 cap ex: $600 million March 2009 debt offering Net proceeds of $828 million Common stock dilution: 13% Debt offering Objectives achieved Maximize liquidity Liquidity cushion of $2.2 billion Raise sufficient funds to avoid drawing bank revolver Strengthen balance sheet Stabilize credit metrics BBB / Baa2 ratings (stable) A-2 / P-2 ratings (stable)

20 2009 guidance Return to profitability in Q3 Significant improvements in Automotive Experience performance Expected segment income loss of less than $50m Building Efficiency seasonality Increasing benefit from restructuring initiatives and lower commodity costs Uncertainties remain in our industries making it difficult to provide meaningful guidance Break-even run-rate in Automotive Experience by year-end Stimulus-related projects start to be in backlog by end of 2009 Accelerating benefit of restructuring initiatives Continued investments in areas that support our growth strategies Expect strong cash flow generation in Q3 and Q4