- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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, 2002
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>
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)
</Table>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(414) 524-1200
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<Table>
<Caption>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
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 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 [ ]
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 is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X] No [ ]
<Table>
<Caption>
AGGREGATE MARKET VALUE NUMBER OF SHARES
OF NONAFFILIATES' SHARES OUTSTANDING AT
TITLE OF EACH CLASS AS OF NOVEMBER 30, 2002 NOVEMBER 30, 2002
------------------- ------------------------ -----------------
Common Stock, $.16 2/3 par value $7,373,713,534 88,957,818
Series D Convertible Preferred Stock, $1.00 par value,
$512,000 liquidation value $ 333,315,113 201.059
</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, 2002.
Part III incorporates by reference portions of the Proxy Statement dated
December 10, 2002.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
JOHNSON CONTROLS, INC.
Index to Annual Report on Form 10-K
Year Ended September 30, 2002
Page
----
CAUTIONARY STATEMENTS FOR FORWARD-LOOKING
INFORMATION............................................................. 4
PART I.
ITEM 1. BUSINESS................................................................... 4
ITEM 2. PROPERTIES................................................................. 11
ITEM 3. LEGAL PROCEEDINGS.......................................................... 11
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS...................................................... 13
EXECUTIVE OFFICERS OF THE REGISTRANT....................................... 13
PART II.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED STOCKHOLDER MATTERS.......................................... 15
ITEM 6. SELECTED FINANCIAL DATA.................................................... 15
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS............................ 15
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK........................................................ 15
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA................................ 15
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE............................................................... 15
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT......................... 16
ITEM 11. EXECUTIVE COMPENSATION..................................................... 16
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.................................................... 16
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............................. 16
ITEM 14. CONTROLS AND PROCEDURES.................................................... 16
JOHNSON CONTROLS, INC.
Index to Annual Report on Form 10-K
Year Ended September 30, 2002
PART IV.
Page
----
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE
AND REPORTS ON FORM 8-K.................................................. 17
INDEX TO EXHIBITS.......................................................... 25-28
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 November 12, 2002) 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 is a global market leader in providing building control
systems and services, including comfort, energy and security management for the
non-residential buildings market. The segment's control systems integrate the
management, operation and control of building systems such as temperature,
ventilation, humidity, fire safety and security. The segment's services provide
a complete suite of integrated solutions to improve building operations and
maintenance.
In 1978, the Company entered the North American battery market through the
acquisition of Globe Union and grew in this market through internal growth. In
1985, the Company entered the automotive seating market through the acquisition
of Hoover Universal. During the late 1990's, the Company expanded its automotive
business into additional interior systems. Today, the automotive interior
systems and battery businesses make up the Automotive Systems Group which is
among the world's largest automotive suppliers, providing seating, instrument
panel, overhead, floor console and door systems, including electronics, and
batteries for more than 24 million vehicles annually.
FINANCIAL INFORMATION ABOUT BUSINESS SEGMENTS
Note 15, "Segment information," of the Notes to Consolidated Statements on pages
44 through 45 of the 2002 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 interior systems for
original equipment manufacturers and automotive batteries for the replacement
and original equipment markets.
The segment's automotive interior systems and batteries are manufactured or
assembled in approximately 200 sites worldwide. In addition to its domestic
operations, the Automotive Systems Group has operations in 27 foreign countries.
The Automotive Systems Group designs and manufactures automotive interior
systems for cars and light trucks, including vans and sport utility vehicles.
Automotive interior systems products include complete seating systems and
components; cockpit systems, including instrument clusters, information displays
and body controllers; overhead systems, including headliners and electronic
convenience features; floor consoles; door systems and engine electronics.
The segment operates 76 assembly plants that supply automotive manufacturers
with complete seats on a "just-in-time/in-sequence" basis. Seats are assembled
to specific order and delivered on a predetermined schedule directly to an
automotive assembly line. Certain of the segment's other automotive interior
systems are also supplied on a just-in-time/in-sequence basis. Foam and metal
seating components, seat covers, seat mechanisms and other components are
shipped to these plants from the segment's production facilities or outside
suppliers.
In the last six years, the segment has substantially grown its interior systems
capabilities, principally through internal growth aided by strategic
acquisitions. Most recently, the segment expanded its capabilities in vehicle
electronics with its acquisition of the automotive electronics business of
France-based Sagem SA (Sagem). Automotive interior systems sales comprised
approximately 91 percent of total fiscal 2002 segment sales.
The Automotive Systems Group's production of automotive batteries generates the
remaining portion of segment sales. The Automotive Systems Group is the largest
automobile battery supplier in North and South America. 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 14 plants in the
United States, 2 plants in Germany and, via partially-owned affiliates, at
plants in Argentina, Brazil, India and Mexico. In fiscal 2002, the segment
expanded its battery operations into the European market through the acquisition
of the German automotive battery manufacturer Hoppecke Automotive GmbH and Co.
KG (Hoppecke). Hoppecke provides new battery technologies that give the Company
a leadership position in the development of the evolving 42-volt battery
systems. In October 2002, the Company continued its expansion into the European
market with its acquisition of the Automotive Battery Division of Varta AG, a
major European automotive battery manufacturer headquartered in Germany. The
acquisition consists of VARTA Automotive GmbH and the 80 percent majority
ownership in VB Autobatterie GmbH and gives the Company a leading market
position in Europe.
CONTROLS GROUP
The Controls Group is a major worldwide supplier of installed control systems
and services to the non-residential buildings market. The Controls Group
engineers, manufactures, installs and services control systems. The segment
sells installed control systems directly to building owners, as well as
contractors, that manage all key building systems, including heating,
ventilating, air conditioning, refrigeration, lighting, security and fire
systems. The segment's services include the repair, preventive maintenance and
operation of control, mechanical and electrical systems and the management of
providers of custodial, foodservice, landscaping and other activities.
Additional offerings include energy management, performance contracting, remote
monitoring and diagnostics, workplace design and consulting, facility
benchmarking and project management. The Controls Group employs sales engineers,
application engineers and mechanics working out of branch offices located in
approximately 300 principal cities throughout the world. Service personnel also
work out of branch offices or full-time at customer sites. The segment
manufactures certain electric and electronic products for sale to original
equipment manufacturers, wholesalers and distributors of air-conditioning,
refrigeration and commercial and residential heating. Control systems products
are manufactured in four domestic and six foreign facilities.
Worldwide, approximately 35 percent of the Controls Group's sales are derived
from installed control systems and approximately 65 percent originates from its
service offerings. Also, approximately 15 percent of segment revenues are
derived from the new construction market while 85 percent are derived from the
existing buildings market.
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:
Customer 2002 2001 2000
- -------- ---- ---- ----
DaimlerChrysler AG 14% 14% 16%
Ford Motor Company 10% 11% 13%
General Motors Corporation 15% 14% 14%
AUTOMOTIVE SYSTEMS GROUP
Approximately 54 percent of Automotive Systems Group sales over the last three
years were to the three automobile manufacturers listed above. In fiscal 2002,
approximately 71 percent of the Company's total sales to these manufacturers
originated in North America, 27 percent were based in Europe and 2 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. Sales to additional
automakers that accounted for more than 5 percent of Company sales included
Nissan Motor Co., Ltd., Toyota Motor Corporation and Volkswagen AG.
The Automotive Systems Group faces competition from other automotive parts
suppliers and, with respect to certain products, from the automobile
manufacturers who produce or have the capability to produce certain products or
services the segment supplies. Competition is based on technology, quality,
reliability of delivery and price. Design, engineering and product planning are
increasingly important factors. Independent suppliers that represent the
segment's principal competitors include Lear Corporation, Faurecia, Intier
Automotive, Delphi Corporation and Visteon Corporation.
Approximately 87 percent of the Automotive Systems Group's automotive battery
sales worldwide in fiscal 2002 were to the automotive replacement market, with
the remaining sales to the original equipment market. The segment is the
principal supplier of batteries to many of the largest merchants in the battery
aftermarket, including Advance Auto Parts, AutoZone, Costco, Interstate Battery
System of America, Pep Boys and Sears, Roebuck & Co. It is also a major supplier
of automotive batteries to Wal-Mart Stores. Batteries are supplied with private
brand labels. The segment also manufactures spiral-wound lead-acid batteries
sold globally under the Company's Optima (R) brand name. Original equipment and
replacement batteries are also sold to a number of large automotive
manufacturers. Approximately 90 percent of total automotive battery sales in
fiscal 2002 were based in North America while approximately 10 percent were
attributable to the European market.
Automotive battery sales depend principally on quality, delivery, price and
service including marketing support and technical advice. The segment primarily
competes in the battery market with Exide Technologies, Delphi Corporation and
East Penn Manufacturing Company.
CONTROLS GROUP
The Controls Group conducts its operations through thousands of individual
contracts that are either negotiated or awarded on a competitive basis. Key
factors in the award of contracts include product and service quality, price,
reputation, technology, application engineering capability and construction
management expertise. Competition for contracts includes many regional, national
and international controls providers; larger competitors in the control systems
market include Honeywell International and Siemens Building Technologies (of
Siemens AG). The services market is highly fragmented, with no one company being
dominant. Sales of these services 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, 2002, the Company's Automotive Systems Group had an incremental
backlog of new orders for its interior systems to be executed within the next
fiscal year of approximately $1.0 billion compared with $0.8 billion one year
ago. The automotive backlog is generally subject to a number of risks and
uncertainties, such as related vehicle production volumes and the timing of
related production launches.
The Company's backlog relating to the Controls Group is applicable to its sales
of control systems, which principally are sold under 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, 2002, the unearned backlog of installed control systems contracts
to be executed within the next fiscal year was $1.65 billion, compared with the
prior year's $1.49 billion. The preceding data does not include amounts
associated with facility management service contracts because such contracts are
typically multi-year service awards. The backlog amount outstanding at any given
time 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 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.
INTELLECTUAL PROPERTY
Generally, the Company seeks statutory protection 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 foreign patents (and their respective
counterparts), 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 service marks "PENN, " "METASYS, " "CARDKEY," "HOMELINK,"
"AUTOVISION," "TRAVELNOTE," "BLUECONNECT," "OPTIMA" and "INSPIRA" are used in
connection with certain Company product lines and services. 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
Laws addressing the protection of the environment (Environmental Laws) and
workers' safety and health (Worker Safety Laws) govern the Company's ongoing
global operations. They
generally provide for civil and criminal penalties, as well as injunctive and
remedial relief, for noncompliance or require remediation of sites where
Company-related materials have been released into the environment.
The Company has expended substantial resources globally, both financial and
managerial, to comply with Environmental Laws and Worker Safety Laws and
maintains procedures designed to foster and ensure compliance. Certain of the
Company's businesses are or have been engaged in the handling or use of
substances that may impact work health and safety or the environment. The
Company is committed to protecting its workers and the environment against the
risks associated with these substances.
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 or for the remediation of Company-related
substances released into the environment. Such matters typically are resolved by
negotiation with regulatory authorities that result in commitments to
compliance, abatement, or remediation programs and, in some cases, 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.)
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 2002 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, 2002, the Company employed approximately 111,000 employees,
of whom approximately 70,000 were hourly and 41,000 were salaried.
SEASONAL FACTORS
Sales of automotive 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 interior systems manufacturing
facilities located outside the United States, including plants in Argentina,
Australia, Austria, Belgium, Brazil, Canada, the Czech Republic, France,
Germany, Hungary, India, Italy, Japan, Korea, Malaysia, Mexico, the Netherlands,
Poland, Portugal, Singapore, Slovakia, Slovenia, South Africa, Spain, Sweden,
Thailand and the United Kingdom. These facilities produce, depending on the
location, complete seats, interior systems and related components. The segment
has partially-owned affiliates in Asia, Europe and South America that
manufacture complete seats, interior systems and/or seating components. The
segment also has partially-owned battery manufacturing operations in India,
Mexico and South America. 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
capabilities (the counterpart to the domestic controls operations) and services.
Offices are located in Australia, Austria, Belgium, Brazil, Canada, China, 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, Russia, Saudi Arabia, Singapore, Slovakia,
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, Brazil, Canada, China, France, Hong Kong,
Hungary, Italy, Japan, Kuwait, Malaysia, Philippines, Poland, Portugal, Spain,
South Africa, Thailand and the United Arab Emirates.
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 foreign currency exchange contracts to reduce the earnings
and cash flow impact of non-functional currency denominated receivables and
payables. Gains and losses from hedging instruments offset the foreign exchange
gains or losses on the underlying assets and liabilities 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 Statements on pages
44 through 45 of the 2002 Annual Report to Shareholders is incorporated herein
by reference.
RESEARCH AND DEVELOPMENT EXPENDITURES
Note 12, "Research and development," of the Notes to Consolidated Statements on
page 43 of the 2002 Annual Report to Shareholders is incorporated herein by
reference.
AVAILABLE INFORMATION
The Company's annual reports on Form 10-K, quarterly reports on Form 10-Q,
definitive proxy statements on Form 14a, current reports on Form 8-K, and any
amendments to those reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act are made available free of charge on the Company's Internet site
at http://www.johnsonontrols.com.
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 following table lists the principal manufacturing, administrative, warehouse
and research and development facilities by geographic region and segment:
Geographic Region and Segment
(in millions of square feet)
Owned Facilities Leased Facilities Total
---------------- ----------------- -----
North America
Automotive Systems Group 13.4 5.4 18.8
Controls Group 1.9 0.2 2.1
Europe
Automotive Systems Group 12.8 8.8 21.6
Controls Group 0.3 0.7 1.0
Other foreign
Automotive Systems Group 4.5 1.0 5.5
Controls Group - 0.2 0.2
------------ ------------ -----------
Total 32.9 16.3 49.2
==== ==== ====
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.
ITEM 3 LEGAL PROCEEDINGS
ENVIRONMENTAL LITIGATION AND PROCEEDINGS AND OTHER MATTERS
As noted previously, liabilities potentially arise globally under various
Environmental Laws and Worker Safety Laws for activities that are not in
compliance with such laws and for the cleanup of sites where Company-related
substances have been released into the environment.
Currently, the Company is responding to allegations that it is responsible for
performing environmental remediation, or for the repayment of costs spent by
governmental entities or others performing remediation, 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. The Company may face similar claims of liability at
additional sites in the future. Where potential liabilities are alleged, the
Company pursues a course of action intended to mitigate them.
The Company accrues for potential environmental losses consistent with generally
accepted accounting principles; that is, when it is probable a loss has been
incurred and the amount of the loss is reasonably estimable. Its reserves for
environmental costs totaled $32 million and $28 million at September 30, 2002
and 2001, 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 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 remediation sites. It is difficult to estimate the
Company's ultimate level of liability at many remediation 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, the 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
matters will have a material adverse effect on the Company's financial position,
results of operations or cash flows.
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 and the other parties to the
Consent Decree have performed almost all of the work required by the
decree. The reserves relating to environmental matters include an amount
attributable to the cost of the remaining 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.
In March 2002, an unfavorable verdict was rendered in a lawsuit involving a
Mexican lead supplier. After a jury trial, a Texas trial court entered judgment
against the Company
in this matter and awarded damages to the plaintiff in the amount of $22
million, plus interest and attorney fees. The Company and its legal counsel
believe that the verdict against the Company in the trial court was incorrect
and that it will be reversed on appeal. While it is not possible to ascertain
the ultimate legal and financial liability with respect to this lawsuit, the
Company believes that the amount of such liability, if any, in excess of amounts
provided, will not have a material impact on the Company's financial position,
results of operations or cash flows.
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 2003 Annual Meeting of
Shareholders.
James H. Keyes, 62, was elected Chairman of the Board in 1993 and Chief
Executive Officer in 1988. He served as President from 1986 to 1998 and
retired as Chief Executive Officer on October 1, 2002. Mr. Keyes joined
the Company in 1966.
John M. Barth, 56, was elected President in 1998 and Chief Executive
Officer on October 1, 2002. He was elected a member of the Board of
Directors in 1997. Previously, Mr. Barth served as Chief Operating
Officer and an Executive Vice President with responsibility for the
Automotive Systems Group. Mr. Barth joined the Company in 1969.
Giovanni "John" Fiori, 59, was elected an Executive Vice President in
August 2002 and serves as President of Johnson Controls International.
Previously, he served as President of automotive operations in Europe,
Africa, South America and Asia and Vice President of automotive seating
operations in Europe. Mr. Fiori joined the Company in 1987.
John P. Kennedy, 59, was elected a Senior Vice President in August 2002
and has been Secretary since 1987 and General Counsel since 1984. He
previously served as a Vice President. Mr. Kennedy joined the Company in
1984.
Stephen A. Roell, 52, 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.
Ben C.M. Bastianen, 58, was elected a Corporate Vice President in 1999
and has served as Corporate Treasurer since 1991, when he joined the
Company.
Susan F. Davis, 49, 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.
R. Bruce McDonald, 42, was elected a Corporate Vice President in January
2002 and has served as Corporate Controller since November 2001 when he
joined the Company. Prior to that time, Mr. McDonald was Vice President
of Finance for the automotive business of TRW Inc. and previously held
various financial positions with LucasVarity plc.
Robert Netolicka, 55, was elected a Corporate Vice President in 1997 and
manages special projects for the Controls Group. Mr. Netolicka has held
a number of senior management positions within the Controls Group since
joining the Company in 1974.
Jerome D. Okarma, 50, was elected Assistant Secretary in 1990. He has
served as Deputy General Counsel since 2000. Prior to that he served as
Assistant General Counsel from 1989 to 2000, and previously as Group
Vice President and General Counsel of the Controls Group and the Battery
Group.
Darlene Rose, 57, 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, 50, was elected a Corporate Vice President in 1998 and
serves as President of the Automotive Systems Group. He previously
served as President of automotive operations in North America and has
held various senior management positions within the Automotive Systems
Group since joining the Company in 1988, including President of
Worldwide Marketing and Development.
Brian J. Stark, 53, was elected a Corporate Vice President in 1995 and
serves as President of the Controls Group. Mr. Stark has held a number
of senior management positions within the Controls Group since joining
the Company in 1972.
Subhash "Sam" Valanju, 59, was elected a Corporate Vice President in
1999 and has served as Chief Information Officer since joining the
Company in 1996.
Bogoljub "Bob" Velanovich, 65, was elected a Corporate Vice President in
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, 53, 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, 51, 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 2002 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
2002 Annual Report to Shareholders.
Number of Record Holders
Title of Class as of November 30, 2002
-------------- -----------------------
Common Stock, $.16-2/3 par value 57,138
ITEM 6 SELECTED FINANCIAL DATA - See "Five Year Summary" on page 47 of the
2002 Annual Report to Shareholders.
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS - See pages 20 through 28 of the 2002 Annual Report to
Shareholders.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK - See "Risk
Management" on pages 26 through 27 of Management's Discussion and
Analysis section of the 2002 Annual Report to Shareholders.
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - See pages 29 through 45
of the 2002 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 2002 Annual Meeting
of Shareholders (2002 Proxy), dated December 10, 2002, 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 2002 Proxy. Required information
on executive officers of the Company appears on pages 13-15 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 2002 Proxy.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT -
Incorporated by reference to the section entitled "Johnson Controls
Share Ownership" of the 2002 Proxy.
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information about the Company's equity compensation
plans as of September 30, 2002.
- ------------------------------- --------------------------- -------------------------- -------------------------------
(a) (b) (c)
- ------------------------------- --------------------------- -------------------------- -------------------------------
Plan category Number of securities Weighted average Number of securities
to be issued upon exercise price of remaining available for
exercise of outstanding outstanding options, future issuance under equity
options, warrants and warrants and rights compensation plans (excluding
rights securities reflected in
column (a))
- ------------------------------- --------------------------- -------------------------- -------------------------------
Equity compensation plans
approved by security holders 5,376,834 $59.36 8,843,329
- ------------------------------- --------------------------- -------------------------- -------------------------------
Equity compensation plans not
approved by security holders - n/a 92,000
- ------------------------------- --------------------------- -------------------------- -------------------------------
Total 5,376,834 $59.36 8,935,329
- ------------------------------- --------------------------- -------------------------- -------------------------------
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - None.
ITEM 14 CONTROLS AND PROCEDURES
Within the 90 days prior to the filing of this report, the Company's management,
including the Chief Executive Officer and Chief Financial Officer, conducted an
evaluation of the effectiveness of disclosure controls and procedures. Based
upon that evaluation, the Chief Executive Officer and the Chief Financial
Officer concluded that such disclosure controls and procedures were effective in
alerting them on a timely basis to material information relating to the Company
required to be included in the Company's periodic filings under the Exchange
Act.
There have been no significant changes in the Company's internal controls, or in
factors that could significantly affect internal controls, subsequent to the
date of the evaluation.
PART IV
ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULE 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, 2002, 2001 and 2000 .............................................. 29
Consolidated Statement of Financial Position at
September 30, 2002 and 2001...................................................... 30
Consolidated Statement of Cash Flows for the years
ended September 30, 2002, 2001 and 2000.......................................... 31
Consolidated Statement of Shareholders' Equity for the years
ended September 30, 2002, 2001 and 2000.......................................... 32
Notes to Consolidated Statements................................................... 33-45
Report of Independent Accountants.................................................. 46
*Incorporated by reference from the indicated pages of the 2002 Annual Report to
Shareholders.
Page in
Form 10-K
----------
(2) Financial Statement Schedule
Report of Independent Accountants on Financial Statement Schedule.................. 20
For the years ended September 30, 2002, 2001 and 2000:
II. Valuation and Qualifying Accounts........................................... 24
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.
(3) Exhibits
Reference is made to the separate exhibit index contained on pages
25 through 28 filed herewith.
(b) The following Form 8-K's were filed during the fourth quarter of fiscal 2002
or thereafter through the date of this report:
(i) A Form 8-K was filed December 4, 2002 to provide financial data
supplemental to the fourth quarter and fiscal year-end financial
results release on October 23, 2002.
(ii) A Form 8-K was filed November 21, 2002 reporting that the Company's
Board of Directors increased the quarterly cash dividend to $.36
per common share.
(iii) A Form 8-K was filed November 12, 2002 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.
(iv) A Form 8-K was filed November 4, 2002 reporting that the Company
completed the acquisition of Varta AG's Automotive Battery
Division.
(v) A Form 8-K was filed October 24, 2002 to disclose the Company's
financial results for the fourth quarter of fiscal 2002.
(vi) A Form 8-K was filed October 10, 2002 reporting that the Company
expects record sales and earnings for 2003; will expense stock
options in 2003; anticipates record results for 2002.
(vii) A Form 8-K was filed August 9, 2002 reporting that sworn statements
pursuant to Securities and Exchange Commission Order No. 4-460 were
signed by each Chief Executive Officer, James H. Keyes, and Chief
Financial Officer, Stephen A. Roell.
(viii) A Form 8-K was filed on August 7, 2002 to announce that the Company
expects to acquire Varta AG's Automotive Battery Division, a major
European automotive battery manufacturer headquartered in Germany.
(ix) A Form 8-K was filed July 26, 2002 to announce that the Company's
Board of Directors elected John M. Barth as Chief Executive Officer
effective October 1, 2002.
(x) A Form 8-K was filed July 19, 2002 to disclose the Company's
financial results for the third quarter of fiscal 2002.
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.
[PRICEWATERHOUSECOOPERS LOGO]
PRICEWATERHOUSECOOPERS LLP
100 East Wisonsin Avenue
Suite 1500
Milwaukee WI 53202
Telephone (414) 212 1600
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 21, 2002 appearing in the 2002 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 15(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.
/s/ PricewaterhouseCoopers LLP
- --------------------------------
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
October 21, 2002
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 /s/ Stephen A. Roell
--------------------------
Stephen A. Roell
Senior Vice President and
Chief Financial Officer
Date: December 16, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below as of December 16, 2002, by the following persons on
behalf of the registrant and in the capacities indicated:
/s/ John M. Barth /s/ Stephen A. Roell
- --------------------------- -----------------------------------
John M. Barth Stephen A. Roell
President, Chief Executive Officer Senior Vice President and
and Director Chief Financial Officer
/s/ R. Bruce McDonald /s/ William H. Lacy
- --------------------- -----------------------------------
R. Bruce McDonald William H. Lacy
Vice President and Director
Corporate Controller
/s/ James H. Keyes /s/ Paul A. Brunner
- --------------------------- -----------------------------------
James H. Keyes Paul A. Brunner
Director (Chairman) Director
/s/ Jeffrey A. Joerres /s/ Robert A. Cornog
- --------------------------- -----------------------------------
Jeffrey A. Joerres Robert A. Cornog
Director Director
/s/ Natalie A. Black /s/ Richard F. Teerlink
- --------------------------- -----------------------
Natalie A. Black Richard F. Teerlink
Director Director
CERTIFICATIONS
I, John M. Barth, President and Chief Executive Officer of Johnson Controls,
Inc., certify that:
1. I have reviewed this annual report on Form 10-K of Johnson Controls, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weakness in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: December 16, 2002
/s/ John M. Barth
-----------------
John M. Barth
President and Chief Executive Officer
CERTIFICATIONS
I, Stephen A. Roell, Senior Vice President and Chief Financial Officer of
Johnson Controls, Inc., certify that:
1. I have reviewed this annual report on Form 10-K of Johnson Controls, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weakness in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: December 16, 2002
/s/ Stephen A. Roell
--------------------
Stephen A. Roell
Senior Vice President and
Chief Financial Officer
JOHNSON CONTROLS, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(in millions)
================================================================================
YEAR ENDED SEPTEMBER 30, 2002 2001 2000
------------------------------------------------------
ACCOUNTS RECEIVABLE - ALLOWANCE FOR DOUBTFUL ACCOUNTS
Balance at beginning of period $28.1 $31.9 $26.9
Provision charged to costs and expenses 20.4 9.9 15.4
Reserve adjustments (7.8) (7.9) (4.1)
Accounts charged off (4.2) (6.2) (5.4)
Acquisition of businesses 10.6 2.6 0.1
Currency translation 0.9 (0.7) (1.5)
Other (3.2) (1.5) 0.5
------------------------------------------------------
Balance at end of period $44.8 $28.1 $31.9
======================================================
DEFERRED TAX ASSETS - VALUATION ALLOWANCE
Balance at beginning of period $88.7 $61.4 $65.2
Allowance established for new loss carryforwards and tax credits 58.4 34.3 18.1
Allowance reversed for loss carryforwards utilized (13.8) (7.0) (21.9)
------------------------------------------------------
Balance at end of period $133.3 $88.7 $61.4
======================================================
JOHNSON CONTROLS, INC.
INDEX TO EXHIBITS
EXHIBITS TITLE PAGE
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 March 27, 29-40
2002, filed herewith.
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). Wells Fargo Bank Minnesota, N.A. was appointed
successor Rights Agent effective May 11, 2001.
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).
JOHNSON CONTROLS, INC.
INDEX TO EXHIBITS
EXHIBITS TITLE PAGE
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 as amended March 28, 2001 (incorporated by
reference to Exhibit 10.D to Johnson Controls, Inc. Quarterly
Report on Form 10-Q for the quarter ended March 31, 2001).
10.E Johnson Controls, Inc., Deferred Compensation Plan for Certain
Directors as amended through October 1, 2001(incorporated by
reference to Exhibit 10.E to Johnson Controls, Inc. Annual
Report on Form 10-K for the year ended September 30, 2001).
10.F Johnson Controls, Inc., Executive Incentive Compensation Plan
as amended through October 1, 2001 (incorporated by reference
to Exhibit 10.F to Johnson Controls, Inc. Annual Report on
Form 10-K for the year ended September 30, 2001).
10.G Johnson Controls, Inc., Executive Incentive Compensation Plan,
Deferred Option, Qualified Plan as amended through October 1,
2001 (incorporated by reference to Exhibit 10.G to Johnson
Controls, Inc. Annual Report on Form 10-K for the year ended
September 30, 2001).
JOHNSON CONTROLS, INC.
INDEX TO EXHIBITS
EXHIBITS TITLE PAGE
10.H Johnson Controls, Inc., Long-Term Performance Plan as amended
through October 1, 2001 (incorporated by reference to Exhibit
10.H to Johnson Controls, Inc. Annual Report on Form 10-K for
the year ended September 30, 2001).
10.I Johnson Controls, Inc., Executive Survivor Benefits Plan
amended through October 1, 2001 (incorporated by reference to
Exhibit 10.I to Johnson Controls, Inc. Annual Report on Form
10-K for the year ended September 30, 2001).
10.J Johnson Controls, Inc., Equalization Benefit Plan amended
through October 1, 2001 (incorporated by reference to Exhibit
10.J to Johnson Controls, Inc. Annual Report on Form 10-K for
the year ended September 30, 2001).
10.K Form of employment agreement, as amended through September 26,
2001, between Johnson Controls, Inc. and all elected officers
and key executives (incorporated by reference to Exhibit 10.K
to Johnson Controls, Inc. Annual Report on Form 10-K for the
year ended September 30, 2001).
10.L 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).
10.M Johnson Controls, Inc., Director Share Unit Plan, as amended
through October 1, 2001 (incorporated by reference to Exhibit
10.M to Johnson Controls, Inc. Annual Report on Form 10-K for
the year ended September 30, 2001).
10.N Johnson Controls, Inc., 2000 Stock Option Plan, as amended
through October 1, 2001 (incorporated by reference to Exhibit
10.N to Johnson Controls, Inc. Annual Report on Form 10-K for
the year ended September 30, 2001).
JOHNSON CONTROLS, INC.
INDEX TO EXHIBITS
EXHIBITS TITLE PAGE
10.O Johnson Controls, Inc., Restricted Stock Plan, effective
October 1, 2001 (incorporated by reference to Exhibit 10.O to
Johnson Controls, Inc. Annual Report on Form 10-K for the year
ended September 30, 2001).
10.P Johnson Controls, Inc., Executive Deferred Compensation Plan,
effective October 1, 2001 (incorporated by reference to
Exhibit 10.P to Johnson Controls, Inc. Annual Report on Form
10-K for the year ended September 30, 2001).
12 Statement regarding computation of ratio of earnings to fixed
charges for the year ended September 30, 2002, filed herewith. 41
13 2002 Annual Report to Shareholders (incorporated sections only
in electronic filing), filed herewith. 42-69
21 Subsidiaries of the Registrant, filed herewith. 70-73
23 Consent of Independent Accountants dated December 16, 2002,
filed herewith. 74
99.1 Certification of Periodic Report by the Chief Executive
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. 75
99.2 Certification of Periodic Report by the Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. 76
*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.