UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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): November 12, 2002
Commission File Number 1-5097
JOHNSON CONTROLS, INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-0380010
(State of Incorporation) (I.R.S. Employer Identification No.)
5757 N. Green Bay Avenue
P.O. Box 591
Milwaukee, Wisconsin 53201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 524-1200
ITEM 5 OTHER EVENTS
Johnson Controls 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;
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; impact
of weather on demand for interior control products; decline in the
outsourcing of facility management; privatization or insourcing of
facility management of government facilities; delays or cancellations of
new vehicle programs; market and financial consequences of any recalls
that may be required on company products.
CHANGES IN LABOR FORCE
The effects of labor strikes, work stoppages, or other interruptions;
difficulties in securing employees in major markets where the corporation
purchases material, components, and supplies or where the company's
products are produced, distributed or sold.
CHANGES IN COMPETITION
Increased pressure to change the selling price for Johnson Controls'
products with resulting effects on margins; increased entries of new
competitors into markets; Johnson Controls' continued ability to remain a
Tier 1 supplier to the automobile industry.
CHANGES IN COMPANY STRUCTURE
Start-up expenses incurred by expanding the company, including
inefficiencies and delays; overcapacity of the production plants in the
industries in which Johnson Controls operates; underutilization of plants
and factories, including plant expansions, resulting in production
inefficiencies and higher costs; Johnson Controls' continued ability to
achieve cost reduction targets; 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.
2
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;
the ability of Johnson Controls to hedge against foreign exchange rates
and fluctuations in those 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 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; 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 company 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 enhance Johnson
Controls business interruption related risk such as disruption in supply
chains.
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: November 12, 2002
3