customers.
In addition, Johnson Controls global market reach will be enhanced, as the businesses collectively serve customers from over 500 sales and service offices and reach more than 125 countries. The two companies are market leaders in North America and Europe, and have complementary operations in the faster growing regions of Asia (especially China), Central Europe, the Middle East and Latin America.
John M. Barth, Chairman and Chief Executive Officer of Johnson Controls, said, “Johnson Controls and York are ideal partners, and this transaction will bring significant benefits to shareholders, customers and employees of both companies. By joining with York, a market leader with a strong growth outlook, Johnson Controls is staking out a strategic leadership position in the global building environments industry that will offer significant growth potential and synergies with our Controls business. Importantly, Johnson Controls will maintain its strong financial position, while substantially diversifying our business mix.”
He added, “The transaction will enable us to become a single source of integrated products and services that building owners want in order to optimize comfort and energy efficiency. With the addition of York, we will have enhanced HVAC&R, controls, fire and security capabilities. Bringing together our two organizations will also create the largest building services force in the world, strongly positioning us to capture an increased share of the fragmented $130 billion global services market for commercial buildings.”
C. David Myers, President and Chief Executive Officer of York, said, “Our business continues to strengthen and is at the point where it is in the best interests of our shareholders, customers and employees to join forces with an industry leader in control systems and services. The combination of these two great companies, with similar cultures of innovation, critical values and customer service, points toward an outstanding future. We look forward to working with Johnson Controls and delivering the benefits of this exciting transaction.”
“We’re confident that we’ll achieve the resulting growth and cost synergies available through the pairing of these two companies,” Mr. Barth said. “Johnson Controls has a long history of successfully integrating and growing companies we’ve acquired. We’re excited about joining with York to continue building on the success of these two great brands and bringing value to our shareholders.”

Johnson Controls said that the acquisition would improve the balance of its consolidated sales and earnings among its three businesses. On a pro forma basis assuming the acquisition was completed on September 30, 2004, and using analyst 2005 consensus estimates for York, Johnson Controls projected consolidated sales for 2005 would be comprised of 32% Controls/HVAC&R, 9% Battery and 59% Automotive Seating/Interiors.
Johnson Controls anticipates the transaction will close in December 2005, subject to customary closing conditions that include regulatory approvals and York shareholder approval. York’s Board of Directors has unanimously recommended that York shareholders vote in favor of the transaction at a shareholders meeting that will be scheduled as soon as practicable.

Strategic Benefits of the Transaction
The combination of Johnson Controls and York will produce a number of important benefits, including the following:
· Greater scope and scale with expected 2005 pro forma annualized revenue of $11 billion in the building environments industry
· Access to a larger, $200 billion global market
· Prospects for substantial growth from supplying products and services to each other’s
customers
· Ability to provide customers with bundled HVAC&R equipment and controls
· A stronger position in growing international markets, especially China, Central Europe, Latin America and the Middle East · Approximately 500 sales and service offices, representation in over 125 countries and 55,000 employees serving the building environments market
Financial Benefits of the Transaction
The acquisition is also expected to:
§ Increase the rate of organic sales growth for the controls segment of Johnson Controls
§ Provide synergies of over $275 million by 2008 in advanced technology, delivery channels, procurement and administration
§ Result in a lower effective tax rate for Johnson Controls
§ Generate modest earnings accretion in fiscal 2006
§ Enable Johnson Controls to maintain its current strong financial
position
JPMorgan has served as financial advisor and Foley & Lardner has served as legal advisor to Johnson Controls. York’s financial advisor is Credit Suisse First Boston LLC and its legal counsel is Wachtell, Lipton, Rosen & Katz.
Analyst Webcast
Johnson Controls and York executives will discuss the transaction on a conference call and webcast held tomorrow, August 25, at 9:30 a.m. Eastern Time. To access the live webcast and download presentation materials visit www.johnsoncontrols.com. The webcast will also be available at that site for delayed listening.

Forward Looking Statements
Johnson Controls and York have made forward-looking statements in this document pertaining to the planned acquisition of York by Johnson Controls that are based on preliminary data and are subject to risks and uncertainties. Such statements include expected synergies and pro forma or expected sales. Forward-looking statements include information concerning possible or assumed future risks and may include words such as “believes,” “forecasts,” “expects,” “outlook” or similar expressions. For all forward looking statements, the companies caution that numerous important factors, such as approval by York shareholders of the transaction, regulatory approvals, achievement of growth and cost synergies, potential disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers, the strength of the U.S. or other economies, cancellation of commercial contracts, and other risks attendant to the respective businesses of Johnson Controls and York, including those factors discussed in Johnson Controls’ Form 8-K (dated October 26, 2004) and York’s SEC filings, could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, the companies.
ADDITIONAL INFORMATION ABOUT THIS TRANSACTION
York will file a Proxy Statement and both Johnson Controls and York may file other relevant documents regarding this transaction with the Securities and Exchange Commission (the “SEC”).
York will mail the Proxy Statement to its stockholders. The Proxy Statement will contain important information about the transaction, and York urges you to read these documents when they become available.
You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov). You may also obtain these documents, free of charge, from York’s website (www.york.com).
PARTICIPANTS IN THIS TRANSACTION
York International Corporation and its directors and executive officers may be deemed participants in the solicitation of proxies from York stockholders in connection with this transaction. Information about the directors and executive officers of York and information about other persons who may be deemed participants in this transaction will be included in the Proxy Statement. You can find information about York’s executive officers and directors in York’s definitive proxy statement filed with the SEC on April 22, 2005. You can obtain a free copy of this document at www.york.com or www.sec.com.
JOHNSON CONTROLS, INC. FACT SHEET
Company Descri ption:
Johnson Controls is a global market leader in automotive systems and facility management and control. In the automotive market, it is a major supplier of integrated seating and interior systems, and batteries. For nonresidential facilities, Johnson Controls provides control systems and services including comfort, energy and security management. Headquarters: Milwaukee, Wisconsin. www.johnsoncontrols.com

2004 Financials (continuing operations):
Sales $25.4 billion (NA 53%, Europe 39%, Rest of World 8%)
Net Income $766.8 million
The company has had 58 consecutive years of sales increases, 14 consecutive years of earnings increases and 30 successive years of dividend increases. Dividends have been paid consecutively since 1887. 10-year net sales CAGR of 16%; net income of 18%.
History: Founded in Milwaukee, Wisconsin in 1885 by Warren S. Johnson, inventor of the first electric room thermostat.
BUSINESSES:
--Controls (21% of 2004 sales)
Global leader in control systems and services for heating, ventilating, air conditioning (HVAC), lighting, security and fire management for nonresidential buildings, facility management and consulting services.
--Seating and Interiors (70% of 2004 sales)
Global market leader in automotive seating and interior systems, including overhead, door, instrument panel, and electronics products.
--Battery (9% of 2004 sales)
Global market leader in automotive batteries for both the automotive replacement and original equipment markets. Acquired automotive battery business of Delphi in July 2005.
Locations: 300 manufacturing plants, 330 controls sales and service branch offices
Employees: 120,000
Recent Recognition:
• #71 on Fortune 500 listing - Fortune Magazine
• “Perfect Score” in Corporate Governance - Governance Metrics International
• Int’l. Gold Medal for Excellence in Sustainable Development - World Environment Center
• Billion Dollar Roundtable for Minority Purchasing
• 100 Best Companies for Employee Training - Training Magazine
• 50 Best Manufacturing Companies - Industry Week Magazine
• “FTSE4Good” stock index - FTSE Group
Media Contact information:
Monica Levy, Executive Director, Brand and Corporate Communication
Johnson Controls, Inc.
414-524-2695
Monica.J.Levy@jci.com

YORK INTERNATIONAL FACT SHEET
Company Descri ption:
York International is the largest independent supplier of heating, ventilation, air-conditioning, and refrigeration (HVAC&R) systems and solutions. York designs, manufactures, sells, and services HVAC systems for commercial and residential markets; gas-compression equipment for industrial processing; industrial and commercial refrigeration equipment; and compressors for residential and commercial air-conditioning. Headquarters: York, Pennsylvania. www.york.com
2004 Financials:
Sales $4.5 billion (Americas 49%; Europe 36%, Asia 15%)
Net Income $81.6 million
Compound annual growth rate in sales of 11% since becoming an independent company in 1986. Dividends have been paid consecutively since going public in 1991.
History: Founded in 1874 in York, Pennsylvania to manufacture ice-making equipment
Brands: York, Frick, Coleman, Luxaire, Stal, Sabroe, Gram, Bristol Compressor
Segments:
--Global Applied (75% of 2004 revenues)
Commercial and industrial A/C mechanical equipment; industrial refrigeration equipment. Primary Customers: Mechanical contractors, consulting engineers, building owners and developers, and governmental agencies.
--Unitary Products (18% of 2004 revenues)
Residential & Light Commercial A/C Equipment. Primary customers: Independent distributors of HVAC products, mechanical contractors, and manufacturers of manufactured homes.
--Reciprocating and Scroll Compressors (7% of 2004 revenues)
Customers: Wholesalers, OEM re-sellers and international representatives.
Locations: 26 manufacturing plants in 9 countries; sales and service locations serving
125 countries
Employees: 24,000
Recent Recognition:
· Recipient of 2005 Climate Protection Award – U.S. Environmental Protection Agency
· “America’s Most Admired Companies” – Fortune Magazine
· Scored 9 out of 10 in Corporate Governance – Governance Metrics International
· #432 on Fortune 500 listing – Fortune Magazine
Media Contact Information:
Helen Marsteller, Vice President, Investor Relations
York International Corporation
717-771-7451
Helen.Marsteller@York.com

3G是否可以把要点翻译一下。

“约克正式被收购！！！
今年12月份，约克将被江森正式收购！
合并后的公司将具备强大的楼宇自动化、空调、节能设计综合能力，可以想象将对业界产生巨大冲击！”
摘自《华尔街日报》消息：
美国江森自控集团收购约克国际
2005年8月25日 – 美国江森自控集团（Johnson Controls Inc.）2005年8月24日宣布将出资24亿美元收购暖通空调和冷冻设备及服务供应商约克国际有限公司（York International Corp.）。
年销售额近50亿美元约克将成为位于美国密尔沃基市，生产汽车零件和楼宇控制设备的美国江森自控集团控制业务部门的成员。该项交易将使该部门的年销售额翻两番，达到110亿美元。
根据由两家公司董事会批准的收购协议，江森自控将以每股56.50美分的价格收购约克，整个收购的价值预计将达到24亿美元。江森自控还将承担约克大约8亿美元的债务。江森自控表示收购的资金将来自中长期贷款，并且双方期望在今年12月31日前完成交易。
江森自控收购约克后将在全世界125个国家开展业务，拥有55,000名员工。江森自控集团董事长兼首席执行官John M. Barth表示：“目前谈论是否会裁员为时过早。”
江森自控批露，该收购交易将适度提高该公司2006财年的每股收益。江森自控2005财年的销售额预计将达到约280亿美元，这得益于其既有业务的增长，其中包括汽车座椅/内饰和电池业务。
在截止到今年6月30日的第三季度里，江森自控的纯收入从去年同期2.222亿美元增加到2.547亿美元（每股1.15美元至每股1.31美元）。销售额同比增长9%，达到71亿美元。
该项收购的消息在8月24日美国股市收市后正式公布。当天下午4时，江森自控在纽约股票交易市场上的股票价格为每股56.77美元，下跌18%。而约克的股票则窜升91%，达到每股41.75美元。
约克去年的销售额达到45亿美元，纯收入为8160万美元。其销售额的一半来自欧洲和亚洲市场。
江森自控表示，该公司希望主要利用此次收购产生的“协同效应”，以及成本有效性和税收的降低，争取在2008年前使每年的成本降低超过2.75亿美元。
J.P.摩根大通和Foley & Lardner律师事务所分别是江森自控集团的财务和法律顾问。约克国际的财务和法律顾问分别是瑞士信贷集团旗下子公司瑞士信贷第一波士顿和Wachtell, Lipton, Rosen & Katz律师事务所。
资料来源：美国华尔街日报
作者 Joseph T. Hallinan
2005年8月25日

三哥 is quite proficient in both HVAC and English. He spent only few hours to translate the report from Chinese into English according to the date he put the both versions on the BBS.

辛苦三哥了