10-K/APeriod: FY2002

Johnson Controls International plc Annual Report (Amendment), Year Ended Sep 30, 2002

Filed January 28, 2003For Securities:JCI

Summary

This filing is an amendment to Tyco International Ltd.'s (referred to as 'we' or 'Tyco' in the document) 2002 Form 10-K, filed to include Part III information that was not included in the original filing. The core of this amendment focuses on providing details regarding the company's directors and executive officers, their compensation, security ownership, and related transactions. Notably, the filing details a significant change in leadership with the appointment of Edward D. Breen as Chairman and CEO in July 2002, and the subsequent assembly of a new senior corporate management team. The report also extensively details compensation for both directors and executive officers, including salaries, bonuses, stock options, and restricted stock awards, with significant emphasis on the previously disclosed unauthorized payments and benefits received by former CEO L. Dennis Kozlowski and former CFO Mark H. Swartz, for which the company is seeking disgorgement. Investors should pay close attention to the extensive disclosures surrounding executive compensation and the ongoing legal actions against former executives for alleged financial misconduct. The amendments also highlight changes in the Board of Directors, with several new members appointed, reflecting a period of significant corporate restructuring and governance review. The company's strategy appears to be focused on establishing a new leadership team and addressing past financial irregularities to rebuild investor confidence.

Key Highlights

  • 1Amendment to 2002 10-K filing to include Part III information regarding directors, executive officers, compensation, and related matters.
  • 2Appointment of Edward D. Breen as Chairman and CEO in July 2002, leading to the formation of a new senior management team.
  • 3Detailed disclosure of executive compensation, including salaries, bonuses, stock options, and restricted stock, with specific focus on former executives L. Dennis Kozlowski and Mark H. Swartz.
  • 4Significant discussion of ongoing legal actions and claims against former executives for alleged misappropriation of funds, unauthorized bonuses, and other financial misconduct, with the company seeking disgorgement of amounts received.
  • 5Changes in the Board of Directors, including the appointment of several new directors and director nominees.
  • 6Information on director compensation, including cash fees and stock options, with specific details on deferral plans.
  • 7Disclosure of outstanding loans to employees and executives, including details on interest rates, amounts, and repayment status, with a new policy implemented to prohibit new loans to officers.

Frequently Asked Questions

This filing is an Amendment (10-K/A) to Tyco International Ltd.'s (JCI) 2002 Annual Report on Form 10-K. It was filed to provide Part III information, which includes details on Directors and Executive Officers, Executive Compensation, Security Ownership, and Certain Relationships and Related Transactions, that was not included in the original filing.

The filing highlights a significant leadership change with the appointment of Edward D. Breen as Chairman and Chief Executive Officer in July 2002. It also details the assembly of a new senior corporate management team and several new directors joining the Board, indicating a period of corporate restructuring and governance review.

The company is actively pursuing legal action, including civil complaints and arbitration claims, against former CEO L. Dennis Kozlowski and former CFO Mark H. Swartz. These actions seek the disgorgement of significant amounts related to alleged unauthorized payments, bonuses, and other financial misconduct during their tenure.

Compensation for directors primarily consists of annual cash fees and stock options, with options for deferral into phantom shares or trusts. Executive compensation is more complex, including base salary, bonuses (often performance-based), restricted stock awards, stock options, and supplemental retirement benefits. The filing details these structures and provides specific figures for named officers and directors.