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Ms. Nili Shah

Branch Chief

Securities and Exchange Commission

Washington, D.C. 20549-0510

July 18, 2005

    Re:

    Johnson Controls, Inc.

    Comment letter dated June 23, 2005

    Commission File No. 1-5097

Dear Ms. Shah:

In response to the comment letter dated June 23, 2005 relating to Form 10-K for the year ended
September 30, 2004 and the Quarterly Report on Form 10-Q for the period ended March 31, 2005 the
following is Johnson Controls, Inc.’s (“the Company”) response to comments (1) through (8).

1. & 2. The Commission’s comments were as follows:

We have reviewed your response to prior comment 2 of our letter dated May 10, 2005
and note your proposal to prospectively present your controls, automotive, and
battery segments on a separate basis. We are not necessarily convinced that your
geographic segments are not reportable segments as defined in SFAS No. 131. It
appears possible that separate reporting would be consistent with the specific
guidance and overall objectives of that pronouncement. We note that despite the
internal reporting you have produced, distributed and used, you have chosen to
interpret the guidance in such a way that less detail is provided to investors,
rather than more detail. However, we recognize that the presentation of reportable
segments involves a great deal of management judgment and is subject to
considerable interpretation. If such segments do not demonstrate similar long term
financial results, we urge you to reassess the propriety of your application of the
aggregation criteria in paragraph 17 of SFAS No. 131.

In addition, for reasons we have stated previously, we continue to believe that the
battery operations represent a reportable segment. Therefore, prospective
presentation of this segment information appears inappropriate under generally
accepted accounting standards. Accordingly, please amend your Form 10-K for the
year ended September 30, 2004 and each of your Forms 10-Q for the quarters ended
December 31, 2004 and March 31, 2005 to present your controls, automotive, and
battery segments on a separate basis.

Ms. Nili Shah

July 18, 2005

Page 2 of 7

If you conclude that your prior filings should not be relied upon, please be
advised that you are required to disclose the information listed under Item 4.02(a)
of Form 8-K within four days of your conclusion.

Please tell us when you will file your restated Form 10-K and Forms 10-Q. We
remind you that when you file your restated Form 10-K you should appropriately
address the following:

    •

    An explanatory paragraph in the reissued audit opinion,

    •

    Full compliance with APB 20 paragraph 37,

    •

    Fully update all affected portions of the document, including MD&A,

    •

    Updated Item 9A. (Item 4 in Form 10-Q) disclosures should include the following:

    •

    A discussion of the restatement and the facts and
circumstances surrounding it,

    •

    Consideration of the effect, if any, of the
restatement on the CEO and CFO’s original conclusions regarding the
effectiveness of their disclosure controls and procedures,

    •

    Changes to internal controls over financial
reporting, and

    •

    Anticipated changes to disclosure controls and
procedures and/or internal controls over financial reporting to
prevent future misstatements of a similar nature.

       Refer to Items 307 and 308(c) of Regulation S-K.

    •

    Updated certifications.

Lastly, in your Business section and MD&A, provide enhanced disclosures that
discuss, in detail, your basis for aggregation of geographic regions, in a manner
consistent with the way you actually manage your business. Complement your
discussion with supporting qualitative and qualitative examples of the global scale
on which your operations are conducted. For example, discuss outlier performance
and assess reasons why margins and revenue growth rates continuously change, have
changed or will change from region to region, year over year.

As requested by the Staff, the Company has reassessed its reportable segments applying the criteria
set forth in SFAS No. 131. Although we believe that a reasonable application of the aggregation
criteria in paragraph 17 of SFAS 131 could support aggregation of our Automotive Seating &
Interiors business (refer to the Company’s SEC response letter dated June 13, 2005), given the
variations in historical gross margins we have reconsidered the Staff’s point of view and concluded
that we have five reportable segments as follows:

    •

    Controls Group,

    •

    Seating & Interiors — North America,

    •

    Seating & Interiors — Europe,

    •

    Seating & Interiors — Asia Pacific, and

    •

    Battery Group.

Ms. Nili Shah

July 18, 2005

Page 3 of 7

We will continue to reevaluate our reportable segments, including the aggregation criteria, in
accordance with SFAS 131.

The Company expects to file an amended Form 10-K for the year ended September 30, 2004 and an
amended Form 10-Q for the periods ended December 31, 2004 and March 31, 2005 by August 9, 2005.
The amended filings will address the items noted above in the Staff’s comments. At our Audit
Committee meeting earlier today, the Company’s management and its Audit Committee concluded that
our historic segment disclosures were not in accordance with the provisions of SFAS 131 and that
our previously issued financial statements cannot be relied upon. The Company intends to file a
Form 8-K regarding the restatement within four business days.

    3.

    The Commission’s comment was as follows:

    In your amended Form 10-K, we remind you to please address the applicable futures
comments originally issued in our letter of March 2, 2005.

    The Company will address the applicable comments in the amended Form 10-K.

    4.

    The Commission’s comment was as follows:

    We note that without the $69 million tax benefit booked in the quarter ended March 31,
2005 due to a change in the tax status of a foreign subsidiary, you would have
had a $15 million loss from continuing operation instead of a $54 million of
income. We also note a similar, smaller benefit in the quarter ended December 31,
2004. Please tell us, and disclose in the amended Form 10-Q, the facts and
circumstances surrounding this change in tax status and explain the propriety of
these adjustments.

In the second quarter ended March 31, 2005, the Company booked an income tax benefit of $69 million
related to the recognition of a capital loss on a depreciated German investment. In that quarter,
the Company filed a tax election, pursuant to Treasury Regulation Section 301.7701-3(g)(iii), to
treat one of its German subsidiaries as having been liquidated and as a disregarded entity for US
Federal income tax purposes (i.e. “check-the-box” election). As a result of the election and the
deemed liquidation of the German subsidiary, the Company generated a capital loss of $539 million.
The amount of the capital loss was primarily based on independent third party valuations and
represents a write-down of the tax basis of the German subsidiary. Pursuant to IRS regulations,
$187 million ($69 million after tax) of this capital loss was used to offset the $187 million of
taxable capital gains generated during the Company’s second quarter, resulting from the disposal of
the two businesses reported as discontinued operations. The remaining capital loss of $352 million
has not been benefited given the uncertainty of its future utilization.

Paragraph 28 of SFAS 109 states that “the effect of (a) an election for a voluntary change in tax
status is recognized on the approval date or on the filing date if approval is not necessary and
(b) a change in tax status that results from a change in tax law is recognized

Ms. Nili Shah

July 18, 2005

Page 4 of 7

on the enactment date.” Furthermore, paragraph 35 of SFAS 109 indicates that the amount allocated to continuing
operations is the tax effect of the pretax income or loss from continuing operations that occurred
during the year, plus or minus income tax effects of changes in tax status. As the tax election
mentioned above is a voluntary change in tax status, and no greater approval is needed beyond the
mere filing of the election, the tax benefit related to the capital loss was recognized within
continuing operations in the quarter ended March 31, 2005.

In the first quarter ended December 31, 2004, the Company booked a tax loss on the recognition of a
depreciated French investment in relation to the closure of one of our plants. Consistent with our
closure of this plant, the Company elected to file a tax election pursuant to Treasury Regulation
Section 301.7701-3(g)(iii) to treat this French subsidiary as having been liquidated and as a
disregarded entity for US Federal income tax purposes (i.e. “check-the-box” election). As a result
of this election and the deemed liquidation of the French subsidiary, the Company realized an
ordinary tax deduction. This ordinary tax deduction is usable against the Company’s US taxable
income and, as noted above, the tax benefit was appropriately recognized in the Company’s first
quarter pursuant to paragraph 28 of SFAS 109 as the tax election was a voluntary change in tax
status.

The above discussion with be the basis for the Company’s expanded disclosure in its amended
Form 10-Q.

    5.

    The Commission’s comment was as follows:

    We note that the increase of $28 million in the tax valuation allowance booked in
the quarter ended March 31, 2005 related to the current period restructuring
charges for which no tax benefit will be received in certain countries had a
material impact on your income from continuing operations. Please advise us, and
disclose in the amended Form 10-Q, of why these allowances are required and,
specifically, whether they are due to adverse operating results in those geographic
areas.

In the second quarter ended March 31, 2005, the Company recorded an increase to income tax expense
of $28 million. This valuation allowance primarily relates to current period restructuring charges
in Germany and the United Kingdom, for which no tax benefit has been recorded given the uncertainty
of its realization.

The basis for recording these valuation allowances during the quarter is as follows:

All of our German companies, with small exception, are included in our German consolidated tax
group. Over the past five years the German consolidated tax group has had only one year of taxable
income and has clearly not demonstrated sustained profitability. Furthermore, Germany recently
changed its tax laws so that carryforward tax losses can only be used to offset 60% of current year
taxable income. In addition, Germany has very restrictive loss rules in the event that there is a
50% change of control — even between related parties, which may impact the Company’s ability to use
such tax loss carryforwards.

Ms. Nili Shah

July 18, 2005

Page 5 of 7

In the United Kingdom, the tax losses are almost exclusively related to Johnson Controls Automotive
Ltd. (“JCAL”). JCAL generated a taxable profit in fiscal 2004 for only the second time in the past
ten years. The tax loss carryforwards of JCAL are restricted to the specific trade that produced
them and, therefore, cannot be used to offset the income of any other existing United Kingdom trade
or any purchased businesses.

The Company will enhance the disclosure in the amended Form 10-Q to explain why the valuation
allowances are required.

    6.

    The Commission’s comment was as follows:

    Pursuant to prior comment 7 in our letter dated March 2, 2005, we note that MD&A
does not discuss the adverse operating results being generated in certain countries
and the carrying values of assets whose recoverability is at risk given adverse
operations are not quantified. In your amended Form 10-Q, please address this
matter.

The Company will address this matter in the amended Form 10-Q as requested by the Commission.

    7.

    The Commission’s comment was as follows:

    Please tell us the adverse business, operational, and competitive factors that
caused you to book the $210 million restructuring charge in the quarter ended March
31, 2005. Please explain in MD&A in the amended Form 10-Q why this charge was
required. Refer to Question 3 of SAB 5:P.3.

The Company recorded a $210 million restructuring charge in the second quarter of fiscal year 2005
as a result of management’s ongoing review of the Company’s cost structure, the sharp increase in
commodity costs, and the current economic difficulties facing some of our most significant
customers. Company management is continually analyzing our businesses for opportunities to
consolidate current operations and to locate our facilities in low cost countries in close
proximity to our customers. This ongoing analysis includes the review of our manufacturing,
engineering and purchasing operations as well as our overall company footprint. Cost structure
improvement actions during the second quarter primarily
involved moving operations to Eastern Europe and modifying the Company’s global manufacturing
footprint.

In addition, commodity costs, specifically steel and resin, increased significantly during the six
months ended March 31, 2005. Management decided to quickly and radically react to these increases
to ensure that the Company’s cost structure remained competitive. Finally, the automotive industry
is faced with economic challenges caused by higher commodity prices, as well as significant legacy
costs and lower sales volumes, which results in additional pricing pressures on their suppliers.
The restructuring charge was necessary in the quarter ended March 31, 2005, to appropriately adapt
the Company’s cost structure to address these factors.

Ms. Nili Shah

July 18, 2005

Page 6 of 7

The Company recorded the $210 million restructuring charge in accordance with the guidance in
SFAS 112 “Employers’ Accounting for Postemployment Benefits” and SFAS 146 “Accounting for Costs
Associated with Exit or Disposal Activities” and believes that the restructuring charge is in the
best interests of the Company’s stakeholders and the long term economic health of the Company.

In accordance with Question 3 of SAB 5:P.3, the Company will include in MD&A in the amended
Form 10-Q the events and decisions which gave rise to the restructuring, the nature of the change and
the expected impact of the restructuring on future results of operations, liquidity and sources and
uses of capital resources.

    8.

    The Commission’s comment was as follows:

    We do not understand your discussion of profit margins for the quarter and six
months ended March 31, 2005. In particular, how do you determine that the gross
profit decrease in North America is attributable to the timing of the incremental
price reductions of long term pricing agreements and higher raw material costs,
when gross profit has consistently decreased over the past two years and into 2005?
Why do increased raw material prices have a disproportionate impact on North
American operating results verses European results? Please quantify the impact of
price reductions and raw material price increases on the gross margin of each
business unit by geographic region for the two quarters of 2005 and each quarter of
2004.

The Company enters into long term pricing agreements with its customers that require the Company to
reduce costs and assume greater responsibility for certain aspects of the product design. These
pricing agreements require the Company to reduce prices on set dates throughout the year,
regardless of the timing of the actual cost reductions. The Company stated that the gross profit
decrease in North America was attributable to the timing of incremental price reductions referring
to the timing of the decreases prescribed by these long term pricing agreements. The consistent
gross profit decline over the