<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
AMENDMENT NO. 2
TO
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the Fiscal Year Ended September 30, 1997
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from .............. to ...............
Commission File Number 1-5097
JOHNSON CONTROLS, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-0380010
(State of Incorporation) (I.R.S. Employer 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) 228-1200
Securities Registered Pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
- --------------------------------- ----------------------------
Common Stock, $.16-2/3 par value New York Stock Exchange
Rights to Purchase Common Stock New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. /X/
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes /X/ No / /
<TABLE>
<CAPTION>
Aggregate Market Value Number of Shares
of Nonaffiliates' Shares Outstanding at
Title of Each Class as of November 20, 1997 November 20, 1997
- ------------------------------------- ------------------------ -----------------
<S> <C> <C>
Common Stock, $.16-2/3 par value $3,842,382,850 84,101,403
Series D Convertible Preferred Stock,
$1.00 par value, $512,000
liquidation value $255,529,274 279.649
</TABLE>
DOCUMENTS INCORPORATED BY REFERENCE
Parts I, II and IV incorporate by reference portions of the Annual Report to
Shareholders for the year ended September 30, 1997.
Part III incorporates by reference portions of the Proxy Statement dated
December 5, 1997.
<PAGE> 2
The undersigned registrant hereby amends the following item of its
Annual Report on Form 10-K filed December 18, 1997:
EXPLANATORY STATEMENT
The financial data schedules (electronic filing only) for each of the noted
periods are being amended to restate earnings per share amounts calculated in
accordance with Statement of Financial Accounting Standards No. 128, "Earnings
per Share."
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
Page in
Annual Report*
--------------
(a) The following documents are filed as part of this report:
(1) Financial Statements
Consolidated Statement of Income for the years ended
September 30, 1997, 1996 and 1995............................... 26
Consolidated Statement of Financial Position at
September 30, 1997 and 1996..................................... 27
Consolidated Statement of Cash Flows for the years
ended September 30, 1997, 1996 and 1995......................... 28
Consolidated Statement of Shareholders' Equity for the
years ended September 30, 1997, 1996 and 1995 .................. 29
Notes to Consolidated Financial Statements ....................... 30-38
Report of Independent Accountants ................................ 39
*Incorporated by reference from the indicated pages of the 1997
Annual Report to Shareholders.
Page in
Form 10-K
---------
(2) Financial Statement Schedule
Report of Independent Accountants on Financial Statement
Schedule ....................................................... 24
For the years ended September 30, 1997, 1996 and 1995:
II. Valuation and Qualifying Accounts ......................... 26
All other schedules are omitted because they are not applicable, or
the required information is shown in the financial statements or
notes thereto.
Financial statements of 50% or less-owned companies have been omitted
because the proportionate share of their profit before income taxes
and total assets are less than
2
<PAGE> 3
20% of the respective consolidated amounts, and investments in such
companies are less than 20% of consolidated total assets.
(3) EXHIBITS
3.(i) Restated Articles of Incorporation of Johnson Controls, Inc.,
as amended January 22, 1997, filed herewith.
3.(ii) By-laws of Johnson Controls, Inc., as amended March 27,
1996 (incorporated by reference to Exhibit 3.(ii) to Johnson
Controls, Inc. Annual Report on Form 10-K for the year ended
September 30, 1996).
4.A Miscellaneous long-term debt agreements and financing leases
with banks and other creditors and debenture indentures.*
4.B Miscellaneous industrial development bond long-term debt issues
and related loan agreements and leases.*
4.C Rights Agreement between Johnson Controls, Inc. and Firstar
Trust Company (Rights Agent) as amended November 16, 1994
(incorporated by reference to Exhibit 4.C to Johnson Controls,
Inc. Annual Report on Form 10-K for the year ended September 30,
1994)
4.D Certificate of the Relative Rights and Preferences of the
Series D Convertible Preferred Stock of Johnson Controls, Inc.
(incorporated by reference to an exhibit to the Form 8-K dated
May 26, 1989).
4.E Note and Guaranty Agreement dated June 19, 1989 between Johnson
Controls, Inc., as Guarantor, and Johnson Controls, Inc.
Employee Stock Ownership Trust, acting by and through LaSalle
National Bank, as trustee, as issuer (incorporated by reference
to Exhibit 4.E to Johnson Controls, Inc. Annual Report on Form
10-K for the year ended September 30, 1990).
4.F Letter of agreement dated December 6, 1990 between Johnson
Controls, Inc., LaSalle National Trust, N.A. and Fidelity
Management Trust Company which replaces LaSalle National Trust,
N.A. as Trustee of the Johnson Controls, Inc. Employee Stock
Ownership Plan Trust with Fidelity Management Trust Company as
Successor Trustee, effective January 1, 1991 (incorporated by
reference to Exhibit 4.F to Johnson Controls, Inc. Annual Report
on Form 10-K for the year ended September 30, 1991).
4.G Indenture for debt securities dated February 22, 1995 between
Johnson Controls, Inc. and Chemical Bank Delaware, trustee
(Incorporated by reference to the Form S-3 filed February 13,
1995, which became effective February 17, 1995).
10.A Johnson Controls, Inc., 1992 Stock Option Plan as amended
through January 24, 1996 (incorporated by reference to Exhibit
10.A to
3
<PAGE> 4
Johnson Controls, Inc. Annual Report on Form 10-K for the
year ended September 30, 1996).
10.B Johnson Controls, Inc., 1984 Stock Option Plan as
amended through September 22, 1993 (Incorporated by
reference to Exhibit 10.B to Johnson Controls, Inc. Annual
Report on Form 10-K for the year ended September 30,
1993).
10.C Johnson Controls, Inc., 1992 Stock Plan for Outside
Directors, (incorporated by reference to Exhibit 10.D to
Johnson Controls, Inc. Annual Report on Form 10-K for the
year ended September 30, 1992).
10.D Johnson Controls, Inc., Common Stock Purchase Plan
for Executives approved January 24, 1996 (incorporated by
reference to Exhibit 10.D to Johnson Controls, Inc. Annual
Report on Form 10-K for the year ended September 30,
1996).
10.E Johnson Controls, Inc., Deferred Compensation Plan
for Certain Directors as amended through September 25,
1991 (incorporated by reference to Exhibit 10.C to Johnson
Controls, Inc. Annual Report on Form 10-K for the year
ended September 30, 1991).
10.F Johnson Controls, Inc., Directors Retirement Plan
as amended through July 26, 1989 (incorporated by
reference to Exhibit 10.D to Johnson Controls, Inc. Annual
Report on Form 10-K for the year ended September 30,
1989).
10.G Johnson Controls, Inc., Executive Incentive
Compensation Plan Deferred Option as amended March 21,
1995 (incorporated by reference to Exhibit 10.F to Johnson
Controls, Inc. Annual Report on Form 10-K for the year
ended September 30, 1995).
10.H Johnson Controls, Inc., Executive Incentive
Compensation Plan as amended through September 22, 1993,
(incorporated by reference to Exhibit 10.H to Johnson
Controls, Inc. Annual Report on Form 10-K for the year
ended September 30, 1993).
10.I Johnson Controls, Inc., Executive Incentive
Compensation Plan, Deferred Option, Qualified Plan
effective September 28, 1994, (incorporated by reference
to Exhibit 10.I to Johnson Controls, Inc. Annual Report on
Form 10-K for the year ended September 30, 1994).
10.J Johnson Controls, Inc., Long-Term Performance Plan,
as amended through September 28, 1994, (incorporated by
reference to Exhibit 10.J to Johnson Controls, Inc. Annual
Report on Form 10-K for the year ended September 30,
1994).
10.K Johnson Controls, Inc., Executive Survivor Benefits
Plan, as amended through January 1, 1989, (incorporated by
reference to Exhibit 10.K to Johnson Controls, Inc. Annual
Report on Form 10-K for the year ended September 30,
1994).
4
<PAGE> 5
10.L Johnson Controls, Inc., Equalization Benefit Plan
as amended through May 24, 1989 (incorporated by reference
to Exhibit 10.L to Johnson Controls, Inc. Annual Report on
Form 10-K for the year ended September 30, 1996).
10.M Form of employment agreement as amended through
October 1, 1991 between Johnson Controls, Inc. and Messrs.
Barth, Kennedy, Keyes, Lewis and Roell, (incorporated by
reference to Exhibit 10.K to Johnson Controls, Inc. Annual
Report on Form 10-K for the year ended September 30,1992).
10.N Form of indemnity agreement, as amended, between
Johnson Controls, Inc. and Messrs. Barth, Kennedy, Keyes,
Lewis and Roell, (incorporated by reference to Exhibit
10.K to Johnson Controls, Inc. Annual Report on Form 10-K
for the year ended September 30, 1991).
11 Statement regarding computation of earnings per
share for the years ended September 30, 1997, 1996 and
1995, filed herewith.
12 Statement regarding computation of ratio of
earnings to fixed charges for the year ended September 30,
1997, filed herewith.
13 1997 Annual Report to Shareholders (incorporated
sections only in electronic filing), filed herewith.
21 Subsidiaries of the Registrant, filed herewith.
23 Consent of Independent Accountants dated December
18, 1997, filed herewith.
27 Financial Data Schedules
27.1 Restated and Amended Financial Data Schedule for the twelve month
period ended September 30, 1995 (electronic filing only).
27.2 Restated and Amended Financial Data Schedule for the three month
period ended December 31, 1995 (electronic filing only).
27.3 Restated and Amended Financial Data Schedule for the six month
period ended March 31, 1996 (electronic filing only).
27.4 Restated Financial Data Schedule for the nine month period ended
June 30, 1996 (electronic filing only).
27.5 Restated and Amended Financial Data Schedule for the twelve month
period ended September 30, 1996 (electronic filing only).
27.6 Restated Financial Data Schedule for the three month period ended
December 31, 1996 (electronic filing only).
5
<PAGE> 6
27.7 Restated Financial Data Schedule for the six month period ended
March 31, 1997 (electronic filing only).
27.8 Restated and Amended Financial Data Schedule for the nine month
period ended June 30, 1997 (electronic filing only).
27.9 Restated Financial Data Schedule for the twelve month period
ended September 30, 1997 (electronic filing only).
99 Proxy Statement for Annual Meeting of Shareholders
of Johnson Controls, Inc., to be held January 28, 1998,
filed herewith.
*These instruments are not being filed as exhibits herewith
because none of the long-term debt instruments authorizes the
issuance of debt in excess of ten percent of the total assets of
Johnson Controls, Inc., and its subsidiaries on a consolidated
basis. Johnson Controls, Inc. agrees to furnish a copy of each
such agreement to the Securities and Exchange Commission upon
request.
(b) The following Form 8-K was filed during the fourth quarter of
the company's 1997 fiscal year or thereafter through the date of this
Form 10-K:
(1) On October 30, 1997, the company filed a Form 8-K
in order to take advantage of the "safe harbor" provisions
of the Private Securities Litigation Reform Act of 1995
and to provide updated disclosure of the factors that
could affect any forward-looking statements made by, or on
behalf of, the company.
Other Matters
For the purposes of complying with the amendments to the rules governing
Form S-8 under the Securities Act of 1933, the undersigned registrant hereby
undertakes as follows, which undertaking shall be incorporated by reference into
registrant's Registration Statements on Form S-8 Nos. 33-30309, 33-31271,
33-58092, 33-58094, 33-49862, 333-10707 and 333-36311.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
6
<PAGE> 7
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has caused this amendment to
this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
JOHNSON CONTROLS, INC.
BY Stephen A. Roell
Vice President and Chief
Financial Officer
Date: May 12, 1998
7
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> SEP-30-1995
<CASH> 80,500<F3>
<SECURITIES> 0
<RECEIVABLES> 1,198,900<F3>
<ALLOWANCES> 18,600<F3>
<INVENTORY> 277,200<F3>
<CURRENT-ASSETS> 2,302,300<F3>
<PP&E> 2,300,900<F3>
<DEPRECIATION> 1,166,300<F3>
<TOTAL-ASSETS> 4,147,600<F3>
<CURRENT-LIABILITIES> 1,754,600<F3>
<BONDS> 619,300<F3>
0<F2>
160,100<F2>
<COMMON> 7,100
<OTHER-SE> 1,173,000
<TOTAL-LIABILITY-AND-EQUITY> 4,147,600<F3>
<SALES> 7,400,700<F3>
<TOTAL-REVENUES> 7,400,700<F3>
<CGS> 6,236,000<F3>
<TOTAL-COSTS> 6,236,000<F3>
<OTHER-EXPENSES> 768,200<F3>
<LOSS-PROVISION> 4,500<F3>
<INTEREST-EXPENSE> 53,700<F3>
<INCOME-PRETAX> 338,300<F3>
<INCOME-TAX> 143,000<F3>
<INCOME-CONTINUING> 168,000<F3>
<DISCONTINUED> 27,800<F3>
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 195,800
<EPS-PRIMARY> 2.29<F1><F4>
<EPS-DILUTED> 2.13<F1><F4>
<FN>
<F1>Restated to reflect the application of Statement of Financial Accounting
Standards No. 128, "Earnings per Share." The EPS under the "EPS Primary" tag
represents basic earnings per share.
<F2>Correction of an error in the previously filed financial data schedule.
<F3>Restated to identify separately the results of operations and financial
position of the Company's discontinued Plastic Container division.
<F4>Restated to reflect a 2-for-1 split of the Company's common stock,
effective on March 7, 1997.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 115,000<F3>
<SECURITIES> 0
<RECEIVABLES> 1,445,600<F3>
<ALLOWANCES> 21,000<F3>
<INVENTORY> 310,600<F3>
<CURRENT-ASSETS> 2,659,700<F3>
<PP&E> 2,410,600<F3>
<DEPRECIATION> 1,184,000<F3>
<TOTAL-ASSETS> 4,758,500<F3>
<CURRENT-LIABILITIES> 2,083,300<F3>
<BONDS> 767,700<F3>
0<F2>
158,600<F2>
<COMMON> 7,100
<OTHER-SE> 1,213,000
<TOTAL-LIABILITY-AND-EQUITY> 4,758,500<F3>
<SALES> 1,997,000<F3>
<TOTAL-REVENUES> 1,997,000<F3>
<CGS> 1,693,800<F3>
<TOTAL-COSTS> 1,693,800<F3>
<OTHER-EXPENSES> 198,300<F3>
<LOSS-PROVISION> 1,500<F3>
<INTEREST-EXPENSE> 14,600<F3>
<INCOME-PRETAX> 88,800<F3>
<INCOME-TAX> 37,100<F3>
<INCOME-CONTINUING> 45,300<F3>
<DISCONTINUED> 1,700<F3>
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 47,000
<EPS-PRIMARY> 0.54<F1><F4>
<EPS-DILUTED> 0.51<F1><F4>
<FN>
<F1>Restated to reflect the application of Statement of Financial Accounting
Standards No. 128, "Earnings per Share." The EPS under the "EPS Primary" tag
represents basic earnings per share.
<F2>Correction of an error in the previously filed financial data schedule.
<F3>Restated to identify separately the results of operations and financial
position of the Company's discontinued Plastic Container division.
<F4>Restated to reflect a 2-for-1 split of the Company's common stock,
effective on March 7, 1997.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> MAR-31-1996
<CASH> 124,600<F2>
<SECURITIES> 0
<RECEIVABLES> 1,509,600<F2>
<ALLOWANCES> 20,000<F2>
<INVENTORY> 332,700<F2>
<CURRENT-ASSETS> 2,736,200<F2>
<PP&E> 2,466,400<F2>
<DEPRECIATION> 1,219,600<F2>
<TOTAL-ASSETS> 4,802,400<F2>
<CURRENT-LIABILITIES> 2,101,800<F2>
<BONDS> 755,300<F2>
0
157,100
<COMMON> 7,200
<OTHER-SE> 1,244,000
<TOTAL-LIABILITY-AND-EQUITY> 4,802,400<F2>
<SALES> 4,242,500<F2>
<TOTAL-REVENUES> 4,242,500<F2>
<CGS> 3,640,000<F2>
<TOTAL-COSTS> 3,640,000<F2>
<OTHER-EXPENSES> 401,500<F2>
<LOSS-PROVISION> 3,200<F2>
<INTEREST-EXPENSE> 35,000<F2>
<INCOME-PRETAX> 162,800<F2>
<INCOME-TAX> 66,600<F2>
<INCOME-CONTINUING> 81,600<F2>
<DISCONTINUED> 1,800<F2>
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 83,400
<EPS-PRIMARY> 0.95<F1><F3>
<EPS-DILUTED> 0.90<F1><F3>
<FN>
<F1>Restated to reflect the application of Statement of Financial Accounting
Standards No. 128, "Earnings per Share." The EPS under the "EPS Primary" tag
represents basic earnings per share.
<F2>Restated to identify separately the results of operations and financial
position of the Company's discontinued Plastic Container division.
<F3>Restated to reflect a 2-for-1 split of the Company's common stock, effective on
March 7, 1997.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> JUN-30-1996
<CASH> 152,800<F3>
<SECURITIES> 0
<RECEIVABLES> 1,594,200<F3>
<ALLOWANCES> 20,400<F3>
<INVENTORY> 334,200<F3>
<CURRENT-ASSETS> 2,864,400<F3>
<PP&E> 2,494,400<F3>
<DEPRECIATION> 1,251,800<F3>
<TOTAL-ASSETS> 4,936,100<F3>
<CURRENT-LIABILITIES> 2,203,300<F3>
<BONDS> 760,800<F3>
0
156,000
<COMMON> 7,200
<OTHER-SE> 1,275,100
<TOTAL-LIABILITY-AND-EQUITY> 4,936,100<F3>
<SALES> 6,724,500<F3>
<TOTAL-REVENUES> 6,724,500<F3>
<CGS> 5,772,500<F3>
<TOTAL-COSTS> 5,772,500<F3>
<OTHER-EXPENSES> 616,100<F3>
<LOSS-PROVISION> 2,600<F3>
<INTEREST-EXPENSE> 53,900<F3>
<INCOME-PRETAX> 279,400<F3>
<INCOME-TAX> 113,900<F3>
<INCOME-CONTINUING> 145,100<F3>
<DISCONTINUED> 7,600<F3>
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 152,700
<EPS-PRIMARY> 1.76<F1><F2>
<EPS-DILUTED> 1.66<F1><F2>
<FN>
<F1>Restated to reflect the application of Statement of Financial Accounting
Standards No. 128, "Earnings Per Share." The EPS under the "EPS Primary" tag
represents basic earnings per share.
<F2>Restated to reflect a 2-for-1 split of the Company's common stock,
effective on March 7, 1997.
<F3>Restated to identify separately the results of operations and finacial
position of the Company's discontinued Plastic Container division.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1996<F2>
<PERIOD-START> OCT-01-1995
<PERIOD-END> SEP-30-1996
<CASH> 165,200
<SECURITIES> 0
<RECEIVABLES> 1,609,900
<ALLOWANCES> 20,900
<INVENTORY> 344,700
<CURRENT-ASSETS> 2,849,100
<PP&E> 2,618,500
<DEPRECIATION> 1,298,300
<TOTAL-ASSETS> 4,991,200
<CURRENT-LIABILITIES> 2,182,600
<BONDS> 752,200
0
154,600
<COMMON> 7,200<F2>
<OTHER-SE> 1,346,000<F2>
<TOTAL-LIABILITY-AND-EQUITY> 4,991,200
<SALES> 9,210,000
<TOTAL-REVENUES> 9,210,000
<CGS> 7,878,300
<TOTAL-COSTS> 7,878,300
<OTHER-EXPENSES> 830,000
<LOSS-PROVISION> 6,800
<INTEREST-EXPENSE> 73,400
<INCOME-PRETAX> 421,500
<INCOME-TAX> 171,800
<INCOME-CONTINUING> 222,700
<DISCONTINUED> 12,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 234,700
<EPS-PRIMARY> 2.72<F1>
<EPS-DILUTED> 2.55<F1>
<FN>
<F1>Restated to reflect the application of Statement of Financial Accounting
Standards No. 128, "Earnings per Share." The EPS under the "EPS Primary" tag
represents basic earnings per share.
<F2>Correction of an error in the previously filed financial data schedule.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 139,400
<SECURITIES> 0
<RECEIVABLES> 1,830,500
<ALLOWANCES> 21,600
<INVENTORY> 381,200
<CURRENT-ASSETS> 3,085,600
<PP&E> 2,967,400
<DEPRECIATION> 1,447,900
<TOTAL-ASSETS> 6,614,500
<CURRENT-LIABILITIES> 3,703,000
<BONDS> 718,600
0
152,900
<COMMON> 7,200
<OTHER-SE> 1,395,000
<TOTAL-LIABILITY-AND-EQUITY> 6,614,500
<SALES> 2,761,300
<TOTAL-REVENUES> 2,761,300
<CGS> 2,354,600
<TOTAL-COSTS> 2,354,600
<OTHER-EXPENSES> 267,800
<LOSS-PROVISION> 1,400
<INTEREST-EXPENSE> 32,500
<INCOME-PRETAX> 105,000
<INCOME-TAX> 44,600
<INCOME-CONTINUING> 54,900
<DISCONTINUED> (1,800)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 53,100
<EPS-PRIMARY> 0.62<F1><F2>
<EPS-DILUTED> 0.57<F1><F2>
<FN>
<F1>Restated to reflect the application of Statement of Financial Accounting
Standards No. 128, "Earnings per Share." The EPS under the "EPS Primary" tag
represents basic earnings per share.
<F2>Restated to reflect a 2-for-1 split of the Company's common stock, effective on
March 7, 1997.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> MAR-31-1997
<CASH> 176,600
<SECURITIES> 0
<RECEIVABLES> 1,763,100
<ALLOWANCES> 20,000
<INVENTORY> 378,000
<CURRENT-ASSETS> 2,633,200
<PP&E> 2,921,600
<DEPRECIATION> 1,457,600
<TOTAL-ASSETS> 6,092,200
<CURRENT-LIABILITIES> 3,266,200
<BONDS> 666,700
0
151,100
<COMMON> 14,400
<OTHER-SE> 1,414,300
<TOTAL-LIABILITY-AND-EQUITY> 6,092,200
<SALES> 5,504,900
<TOTAL-REVENUES> 5,504,900
<CGS> 4,722,900
<TOTAL-COSTS> 4,722,900
<OTHER-EXPENSES> 599,800
<LOSS-PROVISION> 1,500
<INTEREST-EXPENSE> 66,000
<INCOME-PRETAX> 114,700
<INCOME-TAX> 48,700
<INCOME-CONTINUING> 53,300
<DISCONTINUED> 67,900
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 121,200
<EPS-PRIMARY> 1.40<F1>
<EPS-DILUTED> 1.31<F1>
<FN>
<F1>Restated to reflect the application of Statement of Financial Accounting
Standards No. 128, "Earnings per Share." The EPS under the "EPS Primary" tag
represents basic earnings per share.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> JUN-30-1997
<CASH> 200,500
<SECURITIES> 0
<RECEIVABLES> 1,704,600
<ALLOWANCES> 22,000
<INVENTORY> 359,900
<CURRENT-ASSETS> 2,604,100
<PP&E> 2,999,500
<DEPRECIATION> 1,510,800
<TOTAL-ASSETS> 6,072,900
<CURRENT-LIABILITIES> 3,105,100
<BONDS> 819,700
0
148,800
<COMMON> 14,400
<OTHER-SE> 1,469,100
<TOTAL-LIABILITY-AND-EQUITY> 6,072,900
<SALES> 8,384,200
<TOTAL-REVENUES> 8,384,200
<CGS> 7,168,800
<TOTAL-COSTS> 7,168,800
<OTHER-EXPENSES> 861,000
<LOSS-PROVISION> 3,400
<INTEREST-EXPENSE> 94,500
<INCOME-PRETAX> 256,500
<INCOME-TAX> 108,900
<INCOME-CONTINUING> 127,700
<DISCONTINUED> 67,900
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 195,600
<EPS-PRIMARY> 2.26<F1>
<EPS-DILUTED> 2.12<F1>
<FN>
<F1>Restated to reflect the application of Statement of Financial Accounting
Standards No. 128, "Earnings per Share." The EPS under the "EPS Primary" tag
represents basic earnings per share.
</FN>
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> SEP-30-1997
<CASH> 111,800
<SECURITIES> 0
<RECEIVABLES> 1,705,400
<ALLOWANCES> 20,800
<INVENTORY> 373,400
<CURRENT-ASSETS> 2,529,300
<PP&E> 3,100,100
<DEPRECIATION> 1,567,100
<TOTAL-ASSETS> 6,048,600
<CURRENT-LIABILITIES> 2,972,700
<BONDS> 806,400
0
143,400
<COMMON> 14,400
<OTHER-SE> 1,530,100
<TOTAL-LIABILITY-AND-EQUITY> 6,048,600
<SALES> 11,145,400
<TOTAL-REVENUES> 11,145,400
<CGS> 9,485,600
<TOTAL-COSTS> 9,485,600
<OTHER-EXPENSES> 1,106,300
<LOSS-PROVISION> 5,200
<INTEREST-EXPENSE> 122,700
<INCOME-PRETAX> 425,600
<INCOME-TAX> 180,900
<INCOME-CONTINUING> 220,600
<DISCONTINUED> 67,900
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 288,500
<EPS-PRIMARY> 3.34<F1>
<EPS-DILUTED> 3.12<F1>
<FN>
<F1>Restated to reflect the application of Statement of Financial Accounting
Standards No. 128, "Earnings per Share." The EPS under the "EPS Primary" tag
represents basic earnings per share.
</FN>
</TABLE>
