<PAGE> 1
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000
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)
<TABLE>
<S> <C>
WISCONSIN 39-0380010
(State of Incorporation) (I.R.S. Employer Identification
No.)
5757 N. GREEN BAY AVENUE 53201
P.O. BOX 591 (Zip Code)
MILWAUKEE, WISCONSIN
(Address of principal executive
offices)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (414) 524-1200
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
<S> <C>
Common Stock, $.16- 2/3 par value New York Stock Exchange
Rights to Purchase Common Stock New York Stock Exchange
</TABLE>
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
OF NONAFFILIATES' SHARES NUMBER OF SHARES
AS OF NOVEMBER 16, OUTSTANDING AT
TITLE OF EACH CLASS 2000 NOVEMBER 16, 2000
------------------- ------------------------ -----------------
<S> <C> <C>
Common Stock, $.16- 2/3 par value $4,856,311,651 86,047,604
Series D Convertible Preferred
Stock,
$1.00 par value, $512,000
liquidation value $ 282,799,395 250.542
</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, 2000.
Part III incorporates by reference portions of the Proxy Statement dated
December 1, 2000.
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<PAGE> 2
JOHNSON CONTROLS, INC.
Index to Annual Report on Form 10-K
Year Ended September 30, 2000
Page
CAUTIONARY STATEMENTS FOR FORWARD-LOOKING
INFORMATION.............................................. 3
PART I.
ITEM 1. BUSINESS.................................................. 3
ITEM 2. PROPERTIES................................................ 11
ITEM 3. LEGAL PROCEEDINGS......................................... 14
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS...................................... 15
EXECUTIVE OFFICERS OF THE REGISTRANT...................... 15
PART II.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED STOCKHOLDER MATTERS.......................... 17
ITEM 6. SELECTED FINANCIAL DATA................................... 17
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS............ 17
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK........................................ 18
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA............... 18
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE............................................... 18
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT........ 18
ITEM 11. EXECUTIVE COMPENSATION.................................... 18
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.................................... 18
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............ 18
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE
AND REPORTS ON FORM 8-K.................................. 19
INDEX TO EXHIBITS......................................... 24-27
<PAGE> 3
CAUTIONARY STATEMENTS FOR FORWARD-LOOKING INFORMATION
Johnson Controls, Inc. (the Company) has made forward-looking statements in this
document that are subject to risks and uncertainties. Forward-looking statements
include information concerning possible or assumed future risks preceded by,
following or that include the words "believes," "expects," "anticipates,"
"projects" or similar expressions. For those statements, the Company cautions
that the numerous important factors discussed elsewhere in this document and in
the Company's Form 8-K filing (dated October 26, 2000) 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.
PART I
ITEM 1 BUSINESS
GENERAL DEVELOPMENT OF BUSINESS
Johnson Controls, Inc. is a Wisconsin corporation organized in 1885. Its
principal office is located at 5757 North Green Bay Avenue, Milwaukee, Wisconsin
53201-0591. From 1885 through 1978, the Company's operations were predominantly
in the controls business. Since 1978, the Company's operations have been
diversified through acquisitions and internal growth. It currently conducts
business in two operating segments, controls ("Controls Group") and automotive
("Automotive Systems Group").
The Controls Group installs and services facility control systems and provides
broad-based management services for the non-residential buildings market. The
Controls Group has installed tens of thousands of control systems in buildings
around the world. Its control systems automate building mechanical systems to
maintain optimal comfort levels; improve energy efficiency; monitor fire, safety
and security systems; and operate lights and other building systems. The segment
also provides integrated facility management services to both the commercial
buildings and government facilities markets worldwide. The Controls Group is a
market leader in providing integrated facility management services, with more
than 1.2 billion square feet of facilities under management.
The Company's operations have broadened over the last two decades through
organic growth, augmented by strategic acquisitions, to include the manufacture
of automotive seating and interior systems and automotive batteries. The
Automotive Systems Group is a global leader in supplying a wide variety of
automotive interior products, including seating systems, instrument panels,
overhead components and systems, floor consoles and storage systems, door
systems, electronics, cargo management, and battery and power management.
<PAGE> 4
FINANCIAL INFORMATION ABOUT BUSINESS SEGMENTS
Note 15, "Segment Information," of the Notes to Consolidated Financial
Statements on pages 41 through 42 of the 2000 Annual Report to Shareholders is
incorporated herein by reference.
PRODUCTS AND SERVICES
AUTOMOTIVE SYSTEMS GROUP
The Automotive Systems Group designs and manufactures products for passenger
cars and light trucks. The segment produces automotive seating and interior
systems for original equipment manufacturers and automotive batteries for the
replacement and original equipment markets.
The segment designs and manufactures seating and interior systems for
manufacturers of cars and light trucks, including vans and sport utility
vehicles. Seating system products include seats, seating foam pads, mechanisms,
metal frames and trim covers. Interior systems products include overhead
systems, door systems, floor consoles, cockpits and instrument panels, with a
specialization of electronics integration into vehicle interiors. The Automotive
Systems Group is among the world's largest automotive suppliers, providing
seating and interior systems for more than 23 million vehicles annually.
The Automotive Systems Group is a global supplier of automotive seating and
interior systems, subsystems and components, with over 285 locations throughout
the world. Seating and interior systems are manufactured or assembled in 161
cities worldwide. In addition to its domestic operations, the Automotive Systems
Group has seating and interior systems operations in 27 foreign countries.
The segment operates 77 assembly plants that supply automotive manufacturers
with complete seats on a "just-in-time/in-sequence" basis. All foam and metal
seating components, covers and seat mechanisms are shipped to these plants from
the segment's production facilities or outside suppliers. The seats are then
assembled to specific order and delivered on a predetermined schedule directly
to an automotive assembly line.
The Company's seating and interior systems capabilities have grown significantly
during the last several years. Seating systems operations have expanded
principally through internal growth, while interior systems growth has been
aided by strategic acquisitions, which provide platforms for growth in the next
decade. Seating and interior systems sales comprised approximately 92 percent of
total segment sales in fiscal 2000.
The Automotive Systems Group's production of automotive batteries generates the
remaining portion of segment sales. The segment is the largest automobile
battery manufacturer in North and South America, supplying batteries to the
replacement and original equipment markets. Automotive batteries are sold
primarily under private label to automotive replacement battery retailers and
distributors and to automobile manufacturers as original equipment. Batteries
and plastic battery containers are manufactured at 11 plants in the United
States and, via partially-owned affiliates, at plants in India, Mexico and South
America.
<PAGE> 5
CONTROLS GROUP
The Controls Group is a major worldwide supplier of control systems, services
and products, providing energy management, temperature and ventilation control,
security, and fire safety for non-residential buildings. The Controls Group
engineers, manufactures, installs and services control systems. The segment
employs sales engineers, application engineers and mechanics working out of
branch offices located in approximately 300 principal cities throughout the
world. The segment manufactures a broad line of electric and electronic products
for sale to its own sales force and to original equipment manufacturers,
wholesalers and distributors of air-conditioning, refrigeration, commercial and
residential heating, and water-pumping equipment. Control systems products are
manufactured in seven domestic and five foreign facilities.
The Controls Group is also a leading supplier of integrated facility management
for commercial buildings and government facilities, with offices in over 36
countries worldwide. The integrated facility management business provides
strategic facility management services and workplace consulting, including a
wide range of on-site operations and maintenance support. Commercial facility
management services are provided to businesses in industries using, for example,
data centers and research labs, where facilities and workplace performance is
essential to business success. Government facility management services are
provided for military bases, research and testing laboratories and other
government facilities.
Worldwide, approximately 40 percent of the Controls Group's sales are derived
from the installation and service of control systems to the existing worldwide
commercial building market, 15 percent from control system installations for
newly constructed buildings, while the remaining 45 percent originates from
integrated facility management.
ACQUISITIONS AND DIVESTITURES
The Company has completed several key acquisitions during the past three years.
In September 2000, the Company completed the acquisition of a controlling
interest in Ikeda Bussan Co. Ltd., a Japanese supplier of automotive seating. In
1998, the Company acquired Becker Group, Inc., a major supplier of automotive
interior systems, particularly to the European market. The integration of these
businesses provide platforms for the Company's continued growth in the global
markets for seating and interior systems.
The Company has also divested of several non-core businesses during the past
three years. The Company sold the Industrial Battery and Plastics Machinery
Divisions in 1999 and 1998, respectively.
<PAGE> 6
MAJOR CUSTOMERS AND COMPETITION
As described previously, the Company is a major supplier to the automotive
industry. Sales to its major customers, as a percentage of consolidated net
sales, were as follows for the most recent three-year period:
<TABLE>
<CAPTION>
Customer 2000 1999 1998
-------- ---- ---- ----
<S> <C> <C> <C>
DaimlerChrysler AG 16% 16% 13%
Ford Motor Company 13% 13% 16%
General Motors Corporation 14% 13% 13%
</TABLE>
AUTOMOTIVE SYSTEMS GROUP
Approximately 55 percent of Automotive Systems Group sales over the last three
years were to the three automobile manufacturers listed in the previous table.
In fiscal 2000, approximately 72 percent of the Company's total sales to these
manufacturers originated in North America, 25 percent were based in Europe and 3
percent were attributable to other foreign markets. Because of the importance of
new vehicle sales of major automotive manufacturers to its operations, the
segment is affected by general business conditions in this industry.
The Automotive Systems Group faces competition from other automotive parts
suppliers and, with respect to certain products, from the automobile
manufacturers which themselves produce or have the capability to produce many of
the products the segment supplies. Competition is based on technology, quality
and price. Design, engineering and product planning are increasingly important
factors.
In the North American and European markets for seating systems, the segment's
principal competitors include Lear Corporation, Faurecia, and Magna
International, Inc. The market for interior systems is highly fragmented in both
North America and Europe. Principal competitors include Lear Corporation, Delphi
Automotive Systems Corporation, Visteon Corporation, Textron, Inc., Sommer
Allibert Industrie (to be acquired by Faurecia), and Magna International, Inc.
Approximately 85 percent of the Automotive Systems Group's automotive battery
sales in fiscal 2000 were to the automotive replacement market, with the
remaining sales to the original equipment market. The segment is the principal
supplier of automotive batteries to Interstate Battery System of America, Inc.,
AutoZone, Inc. and Sears, Roebuck & Co., and is a major supplier of automotive
batteries to Wal Mart Stores, Inc. Each of these customers sell replacement
batteries under their own brand labels. Original equipment and replacement
batteries are sold to a number of large manufacturers of motor vehicles.
Automotive battery sales depend principally on quality, price, delivery, and
service, including marketing support and technical advice. The segment primarily
competes in the battery market with Exide Technologies and Delphi Automotive
Systems Corporation.
<PAGE> 7
CONTROLS GROUP
The Controls Group conducts much of its control systems and services and
integrated facility management operations through thousands of individual
contracts that are either negotiated or awarded on a competitive basis. Key
factors in awarding contracts include product and service quality, price,
reputation, design, application engineering capability and construction
management expertise. The Controls Group's primary competitors in the control
systems and services market are Honeywell International, Landis & Staefa (of
Siemens AG) and Invensys plc. The integrated facility management services market
is highly fragmented, with no other company being dominant.
Integrated facility management sales are largely dependent upon numerous
individual contracts with commercial businesses worldwide and various
departments and agencies of the U.S. Federal Government. The loss of any
individual contract would not have a materially adverse effect on the Company.
BACKLOG
At September 30, 2000, the Company's Automotive Systems Group had an incremental
backlog of new orders for its seating and interior systems to be executed within
the next fiscal year of approximately $1.2 billion. The automotive backlog is
generally subject to a number of risks and uncertainties, such as the actual
volume and timing of vehicle production upon which the orders are based.
The Company's backlog relating to the Controls Group was applicable to its
control systems and services operations, which derive a significant portion of
revenues from long-term contracts that are accounted for on the
percentage-of-completion method. In accordance with customary industry practice,
customers are progress billed on an estimated basis as work proceeds. At
September 30, 2000, the unearned backlog of installed control systems contracts
to be executed within the next fiscal year was $1.3 billion, compared with the
prior year's $1.1 billion. The preceding data does not include amounts
associated with unearned integrated facility management contracts because such
contracts are typically multi-year service awards; the backlog amount
outstanding at any given period is not necessarily indicative of the amount of
revenue to be earned in the coming fiscal period.
RAW MATERIALS
Raw materials used by the Automotive Systems Group in connection with its
automotive seating, interiors and battery operations, including steel, urethane
chemicals, lead, sulfuric acid and polypropylene, were readily available during
the year and such availability is expected to continue. The Controls Group is
not dependent upon any single source of supply for essential materials, parts or
components.
<PAGE> 8
INTELLECTUAL PROPERTY
Generally, statutory protection is sought for most intellectual property
embodied in patents, trademarks and copyrights. Some intellectual property,
where appropriate or possible, is protected by a contract, license, agreement or
hold-in-confidence undertaking.
The Company owns numerous U.S. and counterpart foreign patents, the more
important of which cover those technologies and inventions embodied in current
products, or which are used in the manufacture of those products. While the
Company believes patents are important to its business operations and in the
aggregate constitute a valuable asset, no single patent, or group of patents, is
critical to the success of the business. The Company, from time to time, grants
licenses under its patents and technology and receives licenses under patents
and technology of others.
The Company has numerous registered trademarks in the United States and in many
foreign countries. The most important of these marks are "JOHNSON CONTROLS"
(including a stylized version thereof), "JCI" and "JOHNSON. " These marks are
universally used in connection with certain of its product lines and services.
The trademarks and servicemarks "ALLIANCE," "PENN," "METASYS," "HOMELINK,"
"AUTOVISION" and "TRAVELNOTE" are used in connection with certain Company
product lines and services. Original equipment and replacement automotive
batteries are sold carrying customer-owned private labels and trademarks. The
Company also markets automotive batteries under the licensed trademarks
"EVEREADY" and "ENERGIZER."
Most works of authorship produced for the Company, such as computer programs,
catalogs and sales literature, carry appropriate notices indicating the
Company's claim to copyright protection under U.S. law and appropriate
international treaties.
ENVIRONMENTAL, HEALTH AND SAFETY MATTERS
The Company's domestic operations are governed by federal and state laws related
to the protection of the environment (Environmental Laws) and by federal and
state laws addressing workers' safety and health (Worker Safety Laws). These
laws govern ongoing operations and require remediation of sites associated with
current and past operations. Under certain circumstances, they provide for civil
and criminal penalties, as well as injunctive and remedial relief, for
noncompliance.
The Company has expended substantial resources, both financial and managerial,
to comply with Environmental Laws and Worker Safety Laws and maintains
procedures designed to foster and ensure compliance. These resources are
expended both in the U.S. and overseas. Certain of the Company's businesses are
and have been engaged in the handling or use of substances or compounds that may
be considered toxic or hazardous within the meaning of the Environmental Laws
and Worker Safety Laws. While this creates the risk of environmental liability
rising out of the Company's operations and products, the Company is committed to
protect the environment and comply with all such applicable laws utilizing
available technology.
<PAGE> 9
The Company's operations and facilities have been, and in the future may become,
the subject of formal or informal enforcement actions or proceedings for
noncompliance with such laws. Resolution of such matters typically has been
achieved by negotiation with the regulatory authorities resulting in commitments
to compliance or abatement programs and payment of penalties. Historically,
neither such commitments nor such penalties have been material. (See Item 3
"Legal Proceedings" of this report for a discussion of the Company's potential
environmental liabilities.) Although the Company believes that its operations
are in substantial compliance with such laws, there are no assurances that
substantial additional costs for compliance will not be incurred in the future.
ENVIRONMENTAL CAPITAL EXPENDITURES
The Company's ongoing environmental compliance program often results in capital
expenditures. Environmental considerations are a part of all significant capital
expenditures; however, expenditures in 2000 related solely to environmental
compliance were not material. It is management's opinion that the amount of any
future capital expenditures related solely to environmental compliance will not
have a material adverse effect on the Company's financial results or competitive
position in any one year.
EMPLOYEES
As of September 30, 2000, the Company employed approximately 105,000 employees,
of whom approximately 75,000 were hourly and 30,000 were salaried.
SEASONAL FACTORS
Sales of seating and interior systems and batteries to automobile manufacturers
for use as original equipment are dependent upon the demand for new automobiles.
Management believes that demand for new automobiles generally reflects
sensitivity to overall economic conditions with no material seasonal effect. The
automotive replacement battery market is affected by weather patterns because
batteries are more likely to fail when extremely low temperatures place
substantial additional power requirements upon a vehicle's electrical system.
Also, battery life is shortened by extremely high temperatures, which accelerate
corrosion rates. Therefore, either mild winter or moderate summer temperatures
may adversely affect automotive replacement battery sales.
The Controls Group's activities are executed on a relatively continuous basis,
with no significant fluctuation in revenues during the year.
INTERNATIONAL OPERATIONS
The Automotive Systems Group has manufacturing facilities worldwide. The segment
has wholly- and majority-owned automotive seating and interior systems
manufacturing facilities located outside the United States, including plants in
Argentina, Australia, Austria, Belgium, Brazil, Canada, China, the Czech
Republic, France, Germany, Hungary, India, Italy, Japan, Mexico, The
Netherlands, Portugal, Slovakia, South Africa, Spain, Sweden, Thailand and the
United Kingdom. These facilities produce, depending on the location, complete
seats, interior
<PAGE> 10
systems and related components. The segment has partially-owned operations in
Asia, Europe and South America that manufacture complete seats, headliners
and/or seating components. The segment also has partially-owned affiliates in
India, Mexico and South America that produce automotive batteries. Licensing and
joint venture arrangements are also in effect with certain foreign manufacturers
of batteries and automotive parts.
Through a number of foreign subsidiaries and branches, the Controls Group
operates fully-staffed sales offices, offering engineering, installation and
service capabilities (the counterpart to the domestic controls operations), and,
in many cases, integrated facility management services. Offices are located in
Australia, Austria, Belgium, Brazil, Canada, China, CIS (Russia), the Czech
Republic, Denmark, Finland, France, Germany, Greece, Hong Kong, Hungary, India,
Israel, Italy, Japan, Korea, Malaysia, Mexico, The Netherlands, Norway, the
Philippines, Poland, Portugal, Republic of Kazakhstan, Saudi Arabia, Singapore,
Slovak Republic, South Africa, Spain, Sweden, Switzerland, Thailand, Turkey,
United Arab Emirates and the United Kingdom. In addition, Controls Group
products are marketed through distributors represented in approximately 40
countries. Products are manufactured in plants located in China, Germany, Italy,
Mexico and The Netherlands, with the remainder of the product line supplied from
the United States and via partially-owned affiliates. The Controls Group also
has joint venture operations in Argentina, China, Italy, Kuwait, Malaysia,
Singapore and Thailand.
The financial results of all foreign operations are subject to currency exchange
rate fluctuations. The Company selectively uses financial instruments to
minimize its risk of loss from fluctuations in exchange rates. The Company
primarily enters into forward exchange contracts to reduce the earnings and cash
flow impact of non-functional currency denominated receivables and payables,
predominantly intercompany transactions. Gains and losses from hedging
instruments offset the gains or losses on the underlying assets, liabilities and
investment positions being hedged. All hedging transactions are authorized and
executed pursuant to clearly defined policies and procedures, which strictly
prohibit the use of financial instruments for trading purposes.
FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS
Note 15, "Segment Information," of the Notes to Consolidated Financial
Statements on pages 41 through 42 of the 2000 Annual Report to Shareholders is
incorporated herein by reference.
RESEARCH AND DEVELOPMENT EXPENDITURES
Expenditures for research activities relating to product development and
improvement are charged against income as incurred. Such expenditures amounted
to $404 million in 2000, $346 million in 1999 and $246 million in 1998. In
addition, the Company expended $207 million in 2000, $170 million in 1999 and
$131 million in 1998 for research activities sponsored by customers.
<PAGE> 11
ITEM 2 PROPERTIES
The Company has numerous wholly- and majority-owned manufacturing facilities
located throughout the world. The Company considers its facilities to be
suitable and adequate. The majority of the facilities are operating at normal
levels based on capacity.
The principal manufacturing, administrative, and research and development
facilities listed on the following pages by segment and location total
approximately 33 million square feet of floor space and are owned by the Company
except as noted. In addition, hundreds of Controls Group branch offices in major
cities throughout the world are either owned or leased. These offices vary in
size in proportion to the volume of business in the particular locality.
<PAGE> 12
<TABLE>
<CAPTION>
AUTOMOTIVE SYSTEMS GROUP
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Alabama Cottondale Oregon Canby (Portland)
California Fullerton South Carolina Oconee
Livermore Tennessee Athens
Modesto Lewisburg
Stockton (1) Lexington
Delaware New Castle Linden
Middletown Murfreesboro (2)
Florida Tampa Pulaski (2)
Georgia Suwanee (2) Texas El Paso (1)
Illinois Geneva Virginia Chesapeake (1)
Lawrenceville Wisconsin Hudson (1)
Sycamore Milwaukee
Indiana Muncie
Ossian Argentina Cordoba (1)
Kentucky Bardstown Escobar (Buenos Aires)
Cadiz Rosario
Florence (1) Australia Adelaide
Georgetown (2) Melbourne
Glasgow Thomastown
Harrodsburg Austria Graz (1)
Leitchfield Mandling
Maysville Belgium Anderlecht (1)
Nicholasville Geel (2)
Shelbyville (1) Brazil Pouso Alegre
Winchester (1) Santo Andre
Louisiana Shreveport (1) Sao Bernardo (1)
Maryland Belcamp (2) Sao Jose
Michigan Ann Arbor Sao Paulo (1)
Auburn Hills Canada Milton (1)
Battle Creek Orangeville
Holland Saint Mary's
Lapeer Stratford
Livonia (1) Tillsonburg
Mt. Clemens (1) Windsor
Plymouth (2) China Shenyang
Rockwood Czech Republic Ceska Lipa
Southfield (1) Mlada Boleslav
Taylor (1) Roudnice (1)
Warren Straz Pod Ralskem
Missouri Jefferson City France Conflans
St. Joseph (1) Creutzwald
New Jersey Dayton (1) Harnes
Edison (1) Schweighouse-sur-Moder
North Carolina Winston-Salem Strasbourg (2)
Ohio Greenfield Rosny-Sur-Seine (1)
Oberlin (1)
Strongsville (1) (1) Leased
Toledo (2) Both owned and leased facilities
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>
AUTOMOTIVE SYSTEMS GROUP AUTOMOTIVE SYSTEMS GROUP
--------------------------------------- ------------------------------------------
<S> <C> <C> <C>
Germany Boblingen (1) Sweden Goteberg (1)
Bochum (1) Thailand Laemchabang (1)
Burscheid (2) United Kingdom Chelmsford (1)
Ehningen (1) Dagenham (1)
Espelkamp Redditch
Grefrath (2) Speke (2)
Lahnwerk Telford
Luneberg (2) Warley (1)
Mallersdorf Warwick
Neustadt Wednesbury
Radesomweld (1)
Rastatt (1)
Schwalbach
Unterriexingen (2)
Waghausel
Wuppertal (2) CONTROLS GROUP
Zwickau ------------------------------------------
Hungary Solymar (2) California Simi Valley (1)
Italy Caserta (1) Florida Cape Canaveral (2)
Milan (1) Georgia Alpharetta
Potenza (1) Kennesaw
Salerno (2) Indiana Goshen
Torino (1) Kentucky Louisville
Japan Ayase Ohio Reynoldsburg
Mooka Oklahoma Poteau
Nagoya (1) Wisconsin Milwaukee
Tarui Watertown
Yokosuka
Yokahama (1) Brazil Rio de Janeiro (1)
Mexico Cautitlan Izcalli (1) China Shanghai
Juarez Germany Essen (1)
Naucalpan (1) Italy Lomagna
Puebla (1) Japan Tokyo
Ramos Arizpe (2) Mexico Juarez
Saltillo Reynosa
Tlaxcala The Netherlands Leeuwarden
Tlazala Switzerland Eschenbach
Querataro (1) United Kingdom Waterlooville (1)
The Netherlands Sittard
Portugal Nelas
Portalegre
Slovakia Bratislava (1)
South Africa Port Elizabeth (1)
Pretoria (1) CORPORATE
Uitenhaige (1) ------------------------------------------
Spain Alagon Wisconsin Milwaukee
Barcelona
Valencia
Valadolid (1) Leased
(2) Both owned and leased facilities
</TABLE>
<PAGE> 14
ITEM 3 LEGAL PROCEEDINGS
ENVIRONMENTAL LITIGATION AND PROCEEDINGS. As noted previously, liabilities
potentially arise under various environmental laws and worker safety laws for
any activities that are not in compliance with such laws and for the cleanup of
sites where Company-related hazardous or toxic materials are present.
The Company's activities have led to allegations that the Company is responsible
for performing cleanups, or for the repayment of costs spent by governmental
entities or others performing cleanups, at approximately 50 sites. Many of these
sites are landfills used by the Company in the past for the disposal of waste
materials; others are secondary lead smelters and lead recycling sites where the
Company returned lead-containing materials for recycling; a few involve the
cleanup of company manufacturing facilities; and the remaining fall into
miscellaneous categories. Furthermore, the Company may face similar claims of
liability at additional sites in the future as a result of the Company's past or
future operations.
Liability for investigation and remediation costs exists regardless of fault,
and under certain circumstances may be joint and several, meaning that any one
of the companies responsible for disposing materials at the site may be
responsible for all of the cleanup expenses. Nevertheless, any responsible party
that has paid more than its fair share of site costs may recover fair shares of
its expenditures from other responsible parties. Thus, with respect to many of
the sites for which the Company has potential liabilities, there are other
parties who the Company believes will be required and have the ability to bear a
significant share of site cleanup costs. At any given site, the liability and
costs to be allocated among the parties depend on such factors as the number of
parties, the willingness of governmental agencies to contribute public funds to
the cleanup, the volume of material delivered to the site by each party, the
nature of each party's materials, the costs of the site cleanup and the
financial strength of the parties. Where the Company is alleged to be
responsible for performing cleanup or for costs, it pursues a course of action
intended to mitigate its potential liabilities.
The Company's policy is to accrue for potential environmental losses for cleanup
consistent with generally accepted accounting principles. In that regard, the
Company accrues for potential environmental losses when it is probable a loss
has been incurred and the amount of the loss is reasonably estimable. Its
reserves for environmental related costs totaled $41 million and $46 million at
September 30, 2000 and 1999, respectively. The Company reviews the status of the
sites on a quarterly basis and adjusts its reserves accordingly. Such potential
liabilities accrued by the Company are undiscounted and do not take into
consideration possible recoveries of future insurance proceeds. They do,
however, take into account the likely share other parties will bear at the site.
It is difficult to estimate the Company's ultimate level of liability for the
sites due to the large number of other parties that may be involved, the
complexity of determining the relative liability among those parties, the
uncertainty as to the nature and scope of the investigations and remediation to
be conducted, uncertainty in the application of law and risk assessment, the
various choices and costs associated with diverse technologies that may be used
in corrective actions at the sites, and the often quite lengthy periods over
which eventual remediation may occur. Nevertheless, the Company has no reason to
believe at the present time that any claims, penalties or costs in connection
with known environmental remediation matters will have a material adverse effect
on the Company's financial position, results of operations or cash flows.
<PAGE> 15
Typically, site remediation matters are addressed at the administrative agency
level of the government. Occasionally, however, litigation is involved. The most
significant of such matters where litigation has been commenced by the
government or by private parties and remains pending against the Company is as
follows:
United States v. NL Industries, Inc., Case No. 91-CV-00578-WDS (United
States District Court for the Southern District of Illinois), filed
July 31, 1991. The EPA sought to enforce an administrative order issued
on November 27, 1990 against Johnson Controls and other defendants
requiring performance of a cleanup at a secondary smelter facility in
Granite City, Illinois. The Company, the other defendants and the other
parties to the 1990 order chose to not perform on the basis that the
administrative record of decision underlying that order did not support
the remedy the agency was requiring. The complaint alleged that the
defendants should pay penalties (up to $25,000 per day and three times
the cost of work the government performs) for failing to comply with
the order. It also alleged that the Company should be responsible for
past government expenditures. According to the agency, the total cost,
both past and future, will probably exceed $64 million. The Company
executed a consent decree settling this matter, but the court has not
yet entered the decree. Nevertheless, the Company has performed most of
the work required by the decree. The reserves relating to environmental
matters include an amount attributable to the cost of the work that the
Company will perform in conjunction with other parties at the site, as
well as payment to the federal government for the Company's share of
past response costs and penalties.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None during the fourth quarter of the fiscal year covered by this report.
EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to General Instruction of G(3) of Form 10-K, the following list is
included as an unnumbered Item in Part I of this report in lieu of being
included in the Company's Proxy Statement for its 2001 Annual Meeting of
Shareholders.
James H. Keyes, 60, was elected Chairman of the Board in 1993 and Chief
Executive Officer in 1988. He served as President from 1986 to 1998.
Mr. Keyes joined the Company in 1966.
John M. Barth, 54, was elected President and Chief Operating Officer in
1998. He was elected a member of the Board of Directors in 1997.
Previously, Mr. Barth served as an Executive Vice President with
responsibility for the Automotive Systems Group. Mr. Barth joined the
Company in 1969.
Stephen A. Roell, 50, was elected Senior Vice President in 1998 and has
served as Chief Financial Officer since 1991. He was a Vice President
from 1991 to 1998, and earlier served as Corporate Controller and
Treasurer. Mr. Roell joined the Company in 1982.
<PAGE> 16
Ben C.M. Bastianen, 56, was elected a Corporate Vice President in
January 1999 and has served as Corporate Treasurer since 1991, when he
joined the Company. Previously, he served as Treasurer of Borg-Warner
Corporation.
Susan F. Davis, 47, was elected Vice President, Human Resources in
1994. Previously, she served as Vice President of Organizational
Development for the Automotive Systems Group and the former Plastics
Technology Group. Ms. Davis joined the Company in 1983.
Giovanni "John" Fiori, 57, was elected a Corporate Vice President in
1992 and serves as President of automotive operations in Europe,
Africa, South America and Asia. Previously, he served as Vice President
of automotive seating operations in Europe. Mr. Fiori joined the
Company in 1987.
John P. Kennedy, 57, was elected a Corporate Vice President in 1989 and
has been Secretary since 1987 and General Counsel since 1984, when he
joined the Company.
Robert Netolicka, 53, was elected a Corporate Vice President in 1997
and serves as President of integrated facility management for the
Controls Group. Previously, he served as Vice President and General
Manager of systems products for the Controls Group, and earlier held
Controls Group management positions in Australia, Europe, Hong Kong and
America. Mr. Netolicka joined the Company in 1974.
Jerome D. Okarma, 48, was elected Assistant Secretary in 1990. He has
served as Deputy General Counsel since June 2000. Prior to that he
served as Assistant General Counsel from 1989 to June 2000, and
previously as Group Vice President and General Counsel of the Controls
Group.
Darlene Rose, 55, was elected Vice President, Corporate Development and
Strategy in 1999. She previously served as Director of Corporate
Benefits and Payroll, and earlier held management positions in audit,
financial planning and information technology. Ms. Rose joined the
Company in 1969.
Rande S. Somma, 48, was elected a Corporate Vice President in 1998. He
has served as President of automotive operations in North America since
April 2000. Mr. Somma served in several senior management positions
within the Automotive Systems Group since joining the Company in 1988,
including President of Worldwide Marketing and Development.
Brian J. Stark, 51, was elected a Corporate Vice President in 1995 and
serves as President of control systems and services for the Controls
Group. Since joining the Company in 1972, Mr. Stark has held a number
of managerial positions within the Control Systems and Services field
organization, including Branch and Regional Manager; Vice President,
Field Operations; and Vice President and General Manager, World Wide
Systems and Services.
Subhash "Sam" Valanju, 57, was elected a Corporate Vice President in
1999 and has served as Chief Information Officer since joining the
Company in 1996. Previously, Mr. Valanju was Director of Information
Systems for Rockwell Automotive.
<PAGE> 17
Bogoljub "Bob" Velanovich, 63, was elected a Corporate Vice President
in January 2000. He also serves as Group Vice President - Manufacturing
and Engineering Quality and Product Launch Assurance for the Automotive
Systems Group. Mr. Velanovich served in several senior management
positions within the Automotive Systems Group since joining the Company
in 1991.
Keith E. Wandell, 51, was elected a Corporate Vice President in 1997
and serves as President of battery operations for the Automotive
Systems Group. Previously, he served in a number of management
positions, most recently as Vice President and General Manager of the
Automotive Systems Group's Starting, Lighting and Ignition Division.
Mr. Wandell joined the Company in 1988.
Denise M. Zutz, 49, was elected Vice President, Corporate Communication
in 1991. She previously served as Director of Corporate Communication
and served in other communication positions since joining the Company
in 1973.
There are no family relationships, as defined by the instructions to this item,
between the above executive officers.
All officers are elected for terms that expire on the date of the meeting of the
Board of Directors following the Annual Meeting of Shareholders or until their
successors are elected and qualified.
PART II
The information required by Part II, Items 5, 6, 7, 7A and 8, are incorporated
herein by reference to the Company's 2000 Annual Report to Shareholders as
follows:
ITEM 5 MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS - See price range and dividend information on
page 20 of the 2000 Annual Report to Shareholders.
<TABLE>
<CAPTION> Number of Record Holders
Title of Class as of November 16, 2000
-------------- -----------------------
<S> <C> <C>
Common Stock, $.16-2/3 par value 59,070
</TABLE>
ITEM 6 SELECTED FINANCIAL DATA - See "Five Year Summary" on page 44 of
the 2000 Annual Report to Shareholders.
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS - See pages 20 through 27 of the 2000
Annual Report to Shareholders.
<PAGE> 18
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - See
"Risk Management" on pages 25 through 26 of Management's
Discussion and Analysis section of the 2000 Annual Report to
Shareholders.
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - See pages 28
through 42 of the 2000 Annual Report to Shareholders.
ITEM 9 DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
The information required by Part III, Items 10, 11, 12, and 13, are incorporated
herein by reference to the Company's Proxy Statement for its 2000 Annual Meeting
of Shareholders (2000 Proxy), dated December 1, 2000, as follows:
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT -
Incorporated by reference to sections entitled "Election of
Directors," "Board Information," "Board Compensation" and
"Section 16(a) Beneficial Ownership Reporting Compliance" of the
2000 Proxy. Required information on executive officers of the
Company appears on pages 15-17 of Part I of this report.
ITEM 11 EXECUTIVE COMPENSATION - Incorporated by reference to sections
entitled "Executive Compensation," "Compensation Committee
Report," "Performance Graph" and "Employment Agreements" of the
2000 Proxy.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT -
Incorporated by reference to the section entitled "Johnson
Controls Share Ownership" of the 2000 Proxy.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - None.
<PAGE> 19
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
Page in
Annual Report*
--------------
<S> <C>
(a) The following documents are filed as part of this report:
(1) Financial Statements
Consolidated Statement of Income for the years ended
September 30, 2000, 1999 and 1998 ................................. 28
Consolidated Statement of Financial Position at
September 30, 2000 and 1999....................................... 29
Consolidated Statement of Cash Flows for the years
ended September 30, 2000, 1999 and 1998........................... 30
Consolidated Statement of Shareholders' Equity for the years
ended September 30, 2000, 1999 and 1998........................... 31
Notes to Consolidated Financial Statements......................... 32-42
Report of Independent Accountants.................................. 43
*Incorporated by reference from the indicated pages of the 2000 Annual Report to
Shareholders.
</TABLE>
<TABLE>
<CAPTION>
Page in
Form 10-K
---------
<S> <C>
(2) Financial Statement Schedule
Report of Independent Accountants on Financial
Statement Schedule........................................... 21
For the years ended September 30, 2000, 1999 and 1998:
II. Valuation and Qualifying Accounts....................... 23
</TABLE>
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 percent or less-owned companies have been omitted
because the proportionate share of their profit before income taxes and total
assets are less than 20 percent of the respective consolidated amounts, and
investments in such companies are less than 20 percent of consolidated total
assets.
<PAGE> 20
(3) Exhibits
Reference is made to the separate exhibit index contained on pages
24 through 27 filed herewith.
(b) The Company filed a Form 8-K, dated October 26, 2000, 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. No other Form 8-K's were filed during the fourth
quarter of the Company's 2000 fiscal year or thereafter through the date
of this Form 10-K.
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, 333-36311, 333-66073, and 333-41564.
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.
<PAGE> 21
Report of Independent Accountants On
Financial Statement Schedule
To the Board of Directors and Shareholders
of Johnson Controls, Inc.
Our audits of the consolidated financial statements referred to in our report
dated October 17, 2000 appearing in the 2000 Annual Report to Shareholders of
Johnson Controls, Inc. (which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K) also included an
audit of the Financial Statement Schedule listed in Item 14(a)(2) of this Form
10-K. In our opinion, this Financial Statement Schedule presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements.
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
October 17, 2000
<PAGE> 22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
JOHNSON CONTROLS, INC.
By Stephen A. Roell
Senior Vice President and
Chief Financial Officer
Date: December 22, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below as of December 22, 2000, by the following persons on
behalf of the registrant and in the capacities indicated:
James H. Keyes John M. Barth
Chairman, Chief Executive Officer President, Chief Operating Officer
and Director and Director
Stephen A. Roell Robert W. Smith
Senior Vice President and Assistant Corporate Controller
Chief Financial Officer
Richard F. Teerlink Paul A. Brunner
Director Director
Robert A. Cornog Gilbert R. Whitaker, Jr.
Director Director
William H. Lacy
Director
<PAGE> 23
JOHNSON CONTROLS, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(in millions)
<TABLE>
<CAPTION>
====================================================================================================================================
YEAR ENDED SEPTEMBER 30, 2000 1999 1998
------------------------ --------------------------------------------------
<S> <C> <C> <C>
ACCOUNTS RECEIVABLE - ALLOWANCE FOR DOUBTFUL ACCOUNTS
-----------------------------------------------------
Balance at beginning of period $26.9 $21.2 $20.8
Accounts charged off (5.4) (5.9) (6.4)
Provision charged to costs and expenses 11.3 11.9 7.1
Acquisition of businesses 0.1 1.8 0.2
Currency translation (1.5) (0.4) 0.1
Other 0.5 (1.7) (0.6)
--------------------------------------------------
Balance at end of period $31.9 $26.9 $21.2
==================================================
DEFERRED TAX ASSETS - VALUATION ALLOWANCE
-----------------------------------------
Balance at beginning of period $65.2 $58.6 $75.5
Allowance established for new loss carryforwards and tax credits 18.1 21.6 14.0
Allowance reversed for loss carryforwards utilized (21.9) (15.0) (30.9)
--------------------------------------------------
Balance at end of period $61.4 $65.2 $58.6
==================================================
</TABLE>
<PAGE> 24
JOHNSON CONTROLS, INC.
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBITS TITLE PAGE
<S> <C> <C>
3.(i) Restated Articles of Incorporation of Johnson Controls, Inc., as
amended January 22, 1997, (incorporated by reference to Exhibit
3.(i) to Johnson Controls, Inc. Annual Report on Form 10-K for the
year ended September 30, 1997).
3.(ii) By-laws of Johnson Controls, Inc., as amended July 22, 1998,
(incorporated by reference to Exhibit 3.(ii) to Johnson Controls,
Inc. Annual Report on Form 10-K for the year ended September 30,
1998).
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).
</TABLE>
<PAGE> 25
JOHNSON CONTROLS, INC.
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBITS TITLE PAGE
<S> <C> <C>
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 (now known
as Chase Bank), 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 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).
</TABLE>
<PAGE> 26
JOHNSON CONTROLS, INC.
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBITS TITLE PAGE
<S> <C> <C>
10.F 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.G 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.H Johnson Controls, Inc., Executive Incentive Compensation Plan,
Deferred Option, Qualified Plan as amended through October 1,
1998 (incorporated by reference to Exhibit 10.I to Johnson
Controls, Inc. Annual Report on Form 10-K for the year ended
September 30, 1998).
10.I Johnson Controls, Inc., Long-Term Performance Plan as amended
through October 1, 1998, (incorporated by reference to Exhibit
10.J to Johnson Controls, Inc. Annual Report on Form 10-K for
the year ended September 30, 1998).
10.J Johnson Controls, Inc., Executive Survivor Benefits Plan
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).
10.K Johnson Controls, Inc., Equalization Benefit Plan amended
through January 1, 1999 (incorporated by reference to Exhibit
10.L to Johnson Controls, Inc. Annual Report on Form 10-K for
the year ended September 30, 1998).
10.L Form of employment agreement, as amended through November 1,
1999, between Johnson Controls, Inc. and all elected officers
and key executives, (incorporated by reference to Exhibit 10.L
to Johnson Controls, Inc. Annual Report on Form 10-K for the
year ended September 30, 1999).
10.M Form of indemnity agreement, as amended, between Johnson
Controls, Inc. and all elected officers, (incorporated by
reference to Exhibit 10.K to Johnson Controls, Inc. Annual
Report on Form 10-K for the year ended September 30, 1991).
</TABLE>
<PAGE> 27
JOHNSON CONTROLS, INC.
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBITS TITLE PAGE
<S> <C> <C>
10.N Johnson Controls, Inc., Director Share Unit Plan, effective
November 18, 1998, (incorporated by reference to Exhibit 10.O
to Johnson Controls, Inc. Annual Report on Form 10-K for the
year ended September 30, 1998).
10.O Johnson Controls, Inc., 2000 Stock Option Plan, effective
January 1, 2000, (incorporated by reference to Exhibit A to
the Company's Schedule 14a for the Annual Shareholders Meeting
held on January 26, 2000).
12 Statement regarding computation of ratio of earnings to fixed
charges for the year ended September 30, 2000, filed herewith. 28
13 2000 Annual Report to Shareholders (incorporated sections only in
electronic filing), filed herewith. 29-53
21 Subsidiaries of the Registrant, filed herewith. 54-57
23 Consent of Independent Accountants dated December 22, 2000, filed 58
herewith.
27 Financial Data Schedule, (electronic filing only.)
*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.
</TABLE>
