UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
TO
/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)
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
Securities Registered Pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Each Class Which Registered
--------------------------------------- ------------------------------
Common Stock, $.16-2/3 par value New York Stock Exchange
Rights to Purchase Common Stock New York Stock Exchange
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 / /
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 $333,315,113 201.059
DOCUMENTS INCORPORATED BY REFERENCE
Parts I, II and IV incorporate by reference portions of the Annual Report to
Shareholders for the year ended September 30, 2002.
Part III incorporates by reference portions of the Proxy Statement dated
December 10, 2002.
The undersigned registrant hereby amends the following item of its Annual Report
on Form 10-K for the fiscal year ended September 30, 2002, filed December 16,
2002:
EXPLANATORY STATEMENT
For the purpose of adding information regarding restricted stock grants to the
executive officers named in the Summary of Compensation Table of the 2002 Proxy
[and revising the matters incorporated by reference], Part III, Item 11
Executive Compensation is hereby restated in its entirety to read as set forth
below:
PART III
ITEM 11 EXECUTIVE COMPENSATION
Incorporated by reference to sections entitled "Executive Compensation" and
"Employment Agreements" of the 2002 Proxy.
In addition, on January 1, 2002, restricted stock and restricted share unit
awards were granted to Messrs. John M. Barth, James H. Keyes, Stephen A. Roell,
Giovanni Fiori and Rande S. Somma, who are the executive officers named in the
Summary of Compensation Table of the 2002 Proxy, for fiscal year 2002 in the
following amounts:
Restricted stock and/or
restricted share unit
Name Value ($)
------------------------------------------------------------
John M. Barth 2,017,500
James H. Keyes 3,228,000
Stephen A. Roell 1,210,500
Giovanni Fiori 1,129,800
Rande S. Somma 1,129,800
Footnote:
The dollar values shown for these shares are based on the closing price of
$80.70 per share on the grant date. The shares awarded to these individuals are
subject to restriction periods that expire on fifty percent of the shares
awarded on January 2, 2004 and fifty percent of the remainder of the shares
awarded on January 2, 2006, and the shares are subject to forfeiture until
vested. However, earlier vesting may occur due to termination of employment by
death or disability, a change in control of the Company, or action by the
Compensation Committee. Dividends are paid on shares of restricted stock at the
same rate as on unrestricted shares and will be subject to the same terms and
conditions (including risk of forfeiture) as the restricted shares to which they
relate. As of September 30, 2002, the named executive officers held the
following number of shares of restricted stock and/or restricted share units,
with the values noted (based on a closing price of $76.82 on September 30,
2002): Mr. Barth -- 25,000 shares ($1,920,500), Mr. Keyes -- 40,000 shares
($3,072,800), Mr. Roell --15,000 shares ($1,152,300), Mr. Fiori --14,000 shares
($1,075,480) and Mr. Somma --14,000 shares ($1,075,480).
2
There were no restricted stock or restricted share unit awards to such persons
during 2000 or 2001.
PART IV
ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
(3) Exhibits
99.1 Certification of Periodic Report by the Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.2 Certification of Periodic Report by the Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
3
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: January 27, 2003
4
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/A 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: January 27, 2003
/s/ John M. Barth
------------------------------
John M. Barth
President and Chief Executive
Officer
5
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/A 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: January 27, 2003
/s/ Stephen A. Roell
--------------------
Stephen A. Roell
Senior Vice President and
Chief Financial Officer
6