UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 7, 2004
Commission File Number 1-5097
JOHNSON CONTROLS, INC.
Wisconsin (State of Incorporation) |
39-0380010 (I.R.S. Employer Identification No.) |
|
5757 N. Green Bay Avenue P.O. Box 591 Milwaukee, Wisconsin (Address of principal executive offices) |
53201 (Zip Code) |
Registrants telephone number, including area code: (414) 524-1200
ITEM 5 OTHER EVENTS
Johnson Controls, Inc. (Johnson Controls or the Company) wishes to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 by filing this Form 8-K. By filing this form, Johnson Controls wishes to caution readers that the following important factors, among others, in some cases have affected, and in the future could affect, Johnson Controls actual results and could cause its actual consolidated results for the current period, and beyond, to differ materially from those expressed in any forward-looking statements made by, or on behalf of, Johnson Controls.
Johnson Controls annually performs an assessment of important business and risk factors that could cause actual results to differ materially from the expectations of Johnson Controls or its management and provides this disclosure for purposes of Regulation FD.
CHANGES IN THE COMMERCIAL MARKETPLACE
A significant decline in the automobile production rate in the United
States, Europe, South America, Japan and/or other Asia/Pacific Rim
countries; changes in automobile battery supply contracts with Johnson
Controls major customers; constraints placed upon automobile
manufacturers which limit their ability to subcontract for component
parts, such as collective bargaining agreements and union negotiations;
delays or cancellations of new vehicle programs; market and financial
consequences of any recalls that may be required on Company products;
delays or difficulties in new product development; financial or market
declines of the Companys customers; limitations of raw materials
necessary for automotive and controls production due to availability and
pricing; cyclicality of the automobile parts industry; a significant
decline in the construction of new commercial buildings requiring
interior control systems; major changes in energy costs or governmental
regulations that would decrease the incentive for customers to update or
improve their interior control systems; decline in the outsourcing of
facility management or insourcing of facility management of government
facilities.
CHANGES IN LABOR FORCE
The effects of labor strikes, work stoppages, or other interruptions;
difficulties in securing employees in major markets where the Company
purchases material, components, and supplies or where the Companys
products are produced, distributed or sold.
CHANGES IN COMPETITION
Increased pressure to reduce the selling price for Johnson Controls
products with resulting effects on margins; increased entries of new
competitors into markets; the Companys continued ability to successfully
achieve cost reductions to offset or exceed agreed upon price reductions.
CHANGES IN COMPANY STRUCTURE
Start-up expenses incurred by expanding the Company, including
inefficiencies and delays; the successful implementation of European
profitability improvement programs; underutilization of plants and
factories, including plant expansions, resulting in production
inefficiencies and higher costs; the Companys ability to recover
engineering and tooling costs; the successful completion of acquisitions
and divestitures; amount, rate and growth in Johnson Controls selling,
general and administrative expenses (e.g., healthcare, pension and/or
insurance costs); impact of unusual items resulting from on-going
evaluations of business strategies, asset valuations, acquisitions,
divestitures and organizational structures.
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CHANGES IN REGULATORY, FINANCIAL AND
POLITICAL ENVIRONMENTS
Effects stemming from changes in trade policies, laws, regulations,
activities of governmental agencies, monetary policies, fiscal policies,
and other social economic conditions such as trade restrictions or
prohibitions; inflation and other monetary fluctuations; the effect of
adoption of new accounting standards; import and other charges or taxes;
currency exchange rate fluctuations and Johnson Controls ability to
hedge against foreign exchange rates; the existence of unstable
governments and legal systems which may impact Johnson Controls
continuity of business and ability to obtain authorizations and
licensing; possible effects of new legislation; changes in domestic and
foreign tax regulations that may affect the Companys applicable tax
rates.
CHANGES IN LEGAL PROCEEDINGS
The costs and other effects of legal and administrative cases and
proceedings (whether civil, such as environmental and product-related, or
criminal), settlements, investigations, claims, and changes in those
items; the costs associated with any recalls for products manufactured by
Johnson Controls; increases in the Companys warranty costs; developments
or assertions by or against Johnson Controls relating to intellectual
property rights and intellectual property licenses.
CHANGES IN ECONOMY
Persistence of long-term economic uncertainty in Asia, South America and
other emerging markets in which Johnson Controls competes; other economic
changes that may effect the adequacy of cash flows from operations to
cover capital needs and debt.
CHANGES DUE TO THE WAR ON TERRORISM
Effect of potential terrorist sponsored events on Companys business.
These events could have the effect of accelerating or exacerbating
automotive or controls industry risks such as those noted above in this
disclosure. In addition, these events could have the potential to
heighten Johnson Controls business interruption related risk such as
disruption in supply chains, or liability claims arising out of
commercial facilities the Company has operated or supplied building
systems to.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
JOHNSON CONTROLS, INC. | ||||
BY: | /s/ Stephen A. Roell | |||
Stephen A. Roell | ||||
Senior Vice President and | ||||
Chief Financial Officer |
Date: January 7, 2004
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