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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended September 30, 2011
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 North Green Bay Avenue
Milwaukee, Wisconsin
(Address of principal executive offices)
53209
(Zip Code)
Registrant’s telephone number, including area code:
(414) 524-1200
Securities Registered Pursuant to Section 12(b) of the Exchange Act:
Title of Each Class
Name of Each Exchange on Which Registered
Common Stock
Corporate Units
New York Stock Exchange
New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Exchange Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Exchange Act. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act 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 No 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12
months (or for such shorter period that the registrant was required to submit and post such files). Yes 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.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See
the definitions of ―large accelerated filer,‖ ―accelerated filer‖ and ―smaller reporting company‖ in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes No
As of March 31, 2011, the aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant
was approximately $28.2 billion based on the closing sales price as reported on the New York Stock Exchange. As of October 31,
2011, 680,381,571 shares of the registrant’s Common Stock, par value $0.01 7/18 per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement to be delivered to shareholders in connection with the Annual Meeting of Shareholders to
be held on January 25, 2012 are incorporated by reference into Part III.

Table of contents

  • Page 1
    ... From To Commission File Number 1-5097 JOHNSON CONTROLS, INC. (Exact name of registrant as specified in its charter) Wisconsin (State of Incorporation) 5757 North Green Bay Avenue Milwaukee, Wisconsin (Address of principal executive offices) 39-0380010 (I.R.S. Employer Identification No.) 53209...

  • Page 2
    JOHNSON CONTROLS, INC. Index to Annual Report on Form 10-K Year Ended September 30, 2011 Page CAUTIONARY STATEMENTS FOR FORWARD-LOOKING INFORMATION ...PART I. ITEM 1. ITEM 1A. ITEM 1B. ITEM 2. ITEM 3. ITEM 4. BUSINESS ...RISK FACTORS...UNRESOLVED STAFF COMMENTS...PROPERTIES ...LEGAL PROCEEDINGS ...(...

  • Page 3
    ... the automotive seating industry in 1985 with the acquisition of Michigan-based Hoover Universal, Inc. In 2005, the Company acquired York International, a global supplier of heating, ventilating, air-conditioning and refrigeration equipment and services. Our building efficiency business is a global...

  • Page 4
    ...'s extensive global network of sales and service offices. Some building controls and mechanical systems are sold to distributors of air-conditioning, refrigeration and commercial heating systems throughout the world. Approximately 44% of building efficiency's sales are derived from HVAC products and...

  • Page 5
    ... OEM market. Power solutions accounted for 14% of the Company's fiscal 2011 consolidated net sales. Batteries and plastic battery containers are manufactured at wholly- and majority-owned plants in North America, South America, Asia and Europe. Competition Building efficiency The building efficiency...

  • Page 6
    ... volumes in North America, Europe and Asia, and the impact of recent acquisitions. The automotive backlog is generally subject to a number of risks and uncertainties, such as related vehicle production volumes, the timing of related production launches and changes in customer development plans. Raw...

  • Page 7
    ... conditioning equipment generally increases in the summer months. This seasonality is mitigated by the other products and services provided by the building efficiency business that have no material seasonal effect. Sales of automotive seating and interior systems and of batteries to automobile OEMs...

  • Page 8
    ... in all of our business segments. Because of their purchasing size, our automotive customers can influence market participants to compete on price terms. If we are not able to offset pricing reductions resulting from these pressures by improved operating efficiencies and reduced expenditures, those...

  • Page 9
    ... greenhouse gas emissions are linked to global climate changes. Climate changes, such as extreme weather conditions, create financial risk to our business. For example, the demand for our products and services, such as residential air conditioning equipment and automotive replacement batteries, may...

  • Page 10
    ... in North America, Europe and Asia, have been or are in the process of being regionally centralized to improve efficiency and reduce costs. To the extent that these central locations are disrupted or disabled, key business processes, such as invoicing, payments and general management operations...

  • Page 11
    ... customers globally were automobile manufacturers Ford Motor Company (Ford), General Motors Corporation (GM) and Daimler AG. If automakers experience a decline in the number of new vehicle sales, we may experience reductions in orders from these customers, incur write offs of accounts receivable...

  • Page 12
    ... negotiate sales prices annually with our automotive customers. Cost-cutting initiatives that our customers have adopted generally result in increased downward pressure on pricing. In some cases our customer supply agreements require reductions in component pricing over the period of production. If...

  • Page 13
    ... and pricing pressure from other companies in the power solutions business. Our power solutions business competes with a number of major domestic and international manufacturers and distributors of lead-acid batteries, as well as a large number of smaller, regional competitors. The North American...

  • Page 14
    ... Florida Georgia Illinois China Denmark Kansas Kentucky Maryland France Germany Massachusetts Michigan Minnesota Mississippi Missouri New Jersey North Carolina Oregon Oklahoma Pennsylvania Hong Kong India Italy Japan Mexico Texas Washington Wisconsin Netherlands Poland Romania Russia South...

  • Page 15
    Automotive Experience Alabama ...St. Mary's (2) Wauseon Columbia (1) Franklin Murfreesboro (2) Pulaski (1) El Paso (1) San Antonio (1) Hudson Argentina Buenos Aires...Brazil Indiana Kentucky Bulgaria Canada Louisiana Michigan China Czech Republic France Missouri Ohio Tennessee Texas Wisconsin...

  • Page 16
    Automotive Experience (continued) Germany Boblingen (1),(3) ...St. Petersburg (1) Togliatti (1) Bratislava (1),(4) Kostany nad Turcom (2) Lozorno (1) Lucenec (2) Namestovo (1) Trencin (1) Zilina (2) East...South Africa Italy Spain Japan Korea Macedonia Malaysia Sweden Thailand Tunesia Turkey United...

  • Page 17
    ... manufacturing facilities Administrative facility only In addition to the above listing, which identifies large properties (greater than 25,000 square feet), there are approximately 644 building efficiency branch offices and other administrative offices located in major cities throughout the world...

  • Page 18
    ... General Manager for automotive experience North America from August 2002 to May 2004 and Group Vice President and General Manager for product and business development. Mr. Edwards joined the Company in 1984. Charles A. Harvey, 59, was elected Corporate Vice President of Diversity and Public Affairs...

  • Page 19
    ... of the power solutions business since January 2007. Previously, Mr. Molinaroli served as Vice President and General Manager for North America Systems & the Middle East for the building efficiency business and has held increasing levels of responsibility for controls systems and services sales and...

  • Page 20
    ..., dated March 13, 2009, with Citibank, N.A. (Citibank). The Company selectively uses equity swaps to reduce market risk associated with its stock-based compensation plans, such as its deferred compensation plans. These equity compensation liabilities increase as the Company's sto ck price increases...

  • Page 21
    ... - Average Price Paid per Share - Total Number of Shares Purchased as Part of the Publicly Announced Program - (1) The repurchases of the Company's common stock by the Company are intended to partially offset dilution related to our stock option and restricted stock equity compensation plans and...

  • Page 22
    ... St ock Index and companies in our Diversified Industrials Peer Group.* This graph assumes the investment of $100 on September 30, 2006 and the reinvestment of all dividends since that date. The Company's transfer agent's contact information is as follows: Wells Fargo Bank, N.A. Shareowner Services...

  • Page 23
    ... Number of employees FINANCIAL POSITION Working capital (4) Total assets Long-term debt Total debt Shareholders' equity attributable to Johnson Controls, Inc. Total debt to total capitalization (5) Net book value per share (1) (6) COMMON SHARE INFORMATION (1) Dividends per share Market prices...

  • Page 24
    .... Building efficiency provides facility systems, services and workplace solutions including comfort, energy and security management for the residential and non-residential buildings markets. Automotive experience designs and manufactures interior systems and products for passenger cars and light...

  • Page 25
    ... share. Sales and margin improvements are expected in all three businesses in fiscal 2012. The Company expects higher 2012 automotive production in North America and China, with relatively flat European production versus fiscal 2011. The Company forecasts that the global building efficiency market...

  • Page 26
    ...) North America systems North America service Global workplace solutions Asia Other Change 9% 8% 26% 29% 11% 16% Change 16% -3% -60% 40% -25% 6% $ Net Sales: ï,· $ The increase in North America systems was primarily due to higher volumes of equipment and controls systems in the commercial...

  • Page 27
    ... America Europe Asia Change 10% 28% 30% 21% Change 7% 9% 127% 29% $ Net Sales: ï,· $ The increase in North America was primarily due to higher volumes to the Company's major OEM customers ($779 million), incremental sales due to business acquisitions ($129 million) and net favorable commercial...

  • Page 28
    ...($70 million). Segment income increased primarily due to favorable pricing and product mix net of lead and other commodity costs ($145 million); higher sales volumes ($56 million); gain on acquisition of a partiallyowned affiliate net of acquisition costs, related purchase accounting adjustments and...

  • Page 29
    ... were based on a review of tax filing positions taken in jurisdictions with valuation allowances as indicated above. The Company's federal income tax returns and certain non-U.S. income tax returns for various fiscal years remain under various stages of audit by the Internal Revenue Service and...

  • Page 30
    ...% The increase in income attributable to noncontrolling interests was primarily due to higher earnings at certain automotive experience partially-owned affiliates in North America and Asia and a power solutions partiallyowned affiliate. Net Income Attributable to Johnson Controls, Inc. Year Ended...

  • Page 31
    ... year. The $1.7 billion increase in consolidated segment income was primarily due to higher volumes in the automotive experience and power solutions businesses, favorable operating costs in the automotive experience North America segment, favorable overall margin rates in the building efficiency...

  • Page 32
    ...$ Net Sales: ï,· The increase in North America was primarily due to higher industry production volumes by the Company's major OEM customers ($2.1 billion) and incremental sales from a business acquisition ($58 million), partially offset by unfavorable commercial settlements and pricing ($36 million...

  • Page 33
    ... Company's automotive experience, building efficiency and power solutions businesses and included workforce reductions and plant consolidations. The Company expects to substantially complete the 2009 Plan by the end of 2011. The automotive-related restructuring actions targeted excess manufacturing...

  • Page 34
    ... to not close previously planned plants in response to increased customer demand. The underspend of the initial 2009 Plan reserves has been committed for additional costs incurred as part of power solutions and automotive experience Europe and North America's additional cost reduction initiatives...

  • Page 35
    ... tax contingencies are provided for in accordance with the requirements of ASC 740. Based on recently published case law in a non-U.S. jurisdiction and the settlement of a tax audit during the third quarter of fiscal 2010, the Company released net $38 million of reserves for uncertain tax positions...

  • Page 36
    ... 2009, Wisconsin enacted numerous changes to Wisconsin income tax law as part of the Budget Stimulus and Repair Bill, Wisconsin Act 2. These changes are effective in the Company's tax year ended September 30, 2010. The major changes included an adoption of corporate unitary combined reporting...

  • Page 37
    ... warranty charges recorded in the prior year in the building efficiency other segment, fixed asset impairment charges recorded in the prior year in the automotive experience North America and Europe segments, gain on acquisition of a Korean partially-owned affiliate in the power solutions business...

  • Page 38
    ... of goodwill in the automotive experience North America and Europe segments and the building efficiency other segment (formerly unitary products group segment) due to the rapid declines in the automotive and construction markets. As a result, the Company performed impairment testing for goodwill...

  • Page 39
    ... investment in a power solutions affiliate and affiliates acquired as part of current year business acquisitions, partially offset by dividends paid by affiliates and the acquisition of the controlling interest in a formerly unconsolidated power solutions affiliate. The Company reviews its equity...

  • Page 40
    .... LIQUIDITY AND CAPITAL RESOURCES Working Capital (in millions) Working capital Accounts receivable Inventories Accounts payable ï,· September 30, 2011 $ 1,589 7,151 2,316 6,159 September 30, 2010 $ 919 6,095 1,786 5,426 Change 73% 17% 30% 14% The Company defines working capital as current assets...

  • Page 41
    ... into a new, $100 million committed revolving facility scheduled to mature in December 2011. In February 2011, the Company retired the committed facility. There were no draws on the facility. In November 2010, the Company repaid debt of $82 million which was acquired as part of an acquisition in the...

  • Page 42
    ... of 157,820 equity units, which had a purchase contract settlement date of March 31, 2012, were early exercised. As a result, the Company issued 766,673 shares of Johnson Controls, Inc. common stock and approximately $8 million of 11.5% notes due 2042. The Company also selectively makes use of short...

  • Page 43
    ... on a straight-line basis over the respective contract term. The Company's building efficiency business also sells certain heating, ventilating and air conditioning (HVAC) and refrigeration products and services in bundled arrangements, where multiple products and/or services are involved. In...

  • Page 44
    ... employees and retired employees, including pensions and postretirement health and other benefits. Plan assets and obligations are measured annually, or more frequently if there is a remeasurement event, based on the Company's measurement date utilizing various actuarial assumptions such as discount...

  • Page 45
    ... contributions made by the Company. The Company expects to contribute approximately $350 million in cash to its defined benefit pension plans in fiscal year 2012. In fiscal 2011, total employer and employee contributions to the postretirement health and other benefit plans were $183 million, of...

  • Page 46
    ... and Capital Resourcesâ€- section for discussion of domestic and foreign cash projections. NEW ACCOUNTING PRONOUNCEMENTS In September 2011, the FASB issued ASU No. 2011-09, ―Compensation - Retirement Benefits - Multiemployer Plans (Subtopic 715-80): Disclosures about an Employer's Participation...

  • Page 47
    ... deliverable had a determinable relative selling price and the residual method was not previously utilized by the Company, there were no changes in units of accounting, the allocation process, or the pattern and timing of revenue recognition upon adoption of ASU No. 2009-13. Furthermore, adoption of...

  • Page 48
    ... Company has expended substantial resources globally, both financial and managerial, to comply with applicable Environmental Laws and Worker Safety Laws, and to protect the environment and workers. The Company believes it is in substantial compliance with such laws and maintains procedures designed...

  • Page 49
    ...-owned affiliate recorded in the automotive experience North America segment and a $37 million gain on acquisition of a Korean partially-owned affiliate net of acquisition costs and related purchase accounting adjustments recorded in the power solutions segment. The preceding amounts are stated on...

  • Page 50
    ..., the sum of the quarterly per share amounts may not equal the per share amount for the year. ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK See ―Risk Managementâ€- included in Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations. 50

  • Page 51
    ... and 2010 Consolidated Statements of Cash Flows for the years ended September 30, 2011, 2010 and 2009 Consolidated Statements of Shareholders' Equity Attributable to Johnson Controls, Inc. for the years ended September 30, 2011, 2010 and 2009 Notes to Consolidated Financial Statements Schedule II...

  • Page 52
    ..., and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable...

  • Page 53
    ..., internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies...

  • Page 54
    ...57) (0.57) * Products and systems consist of automotive experience and power solutions products and systems and building efficiency installed systems. Services are building efficiency technical and global workplace solutions. The accompanying notes are an integral part of the financial statements...

  • Page 55
    ...-owned affiliates Other noncurrent assets Total assets Liabilities and Equity Short-term debt Current portion of long-term debt Accounts payable Accrued compensation and benefits Other current liabilities Current liabilities Long-term debt Pension, postretirement health and other benefits Other...

  • Page 56
    ...: Receivables Inventories Other assets Restructuring reserves Accounts payable and accrued liabilities Accrued income taxes Cash provided by operating activities Investing Activities Capital expenditures Sale of property, plant and equipment Acquisition of businesses, net of cash acquired Settlement...

  • Page 57
    ... exercised At September 30, 2009 Comprehensive income: Net income attributable to Johnson Controls, Inc. Foreign currency translation adjustments Realized and unrealized gains on derivatives Unrealized gains on marketable common stock Employee retirement plans Other comprehensive loss Comprehensive...

  • Page 58
    .... The Company funds the entities' short term liquidity needs through revolving credit facilities and has the power to direct the activities that are considered most significant to the entities through its key customer supply relationships. These two VIEs manufacture products in North America for the...

  • Page 59
    ... and represent normal course of business trade receivables and payables for all presented periods. Based upon the criteria set forth in ASC 810, the Company has determined that it holds a variable interest in an equity method investee that was considered thinly capitalized at the time of its...

  • Page 60
    ... goods and work-in-process inventories include material, labor and manufacturing overhead costs. Pre-Production Costs Related to Long-Term Supply Arrangements The Company's policy for engineering, research and development, and other design and development costs related to products that will be sold...

  • Page 61
    ... of goodwill in the automotive experience North America and Europe segments and the building efficiency other segment (formerly unitary products group segment) due to the rapid declines in the automotive and construction markets. As a result, the Company performed impairment testing for goodwill...

  • Page 62
    ... on a straight-line basis over the respective contract term. The Company's building efficiency business also sells certain heating, ventilating and air conditioning (HVAC) and refrigeration products and services in bundled arrangements, where multiple products and/or services are involved. In...

  • Page 63
    ... years, these liabilities were included in the other noncurrent liabilities line. Also, effective October 1, 2010, the building efficiency business reorganized its management reporting structure to reflect its current business activities. Historical information has been revised to reflect the new...

  • Page 64
    ... Company completed its acquisition of Keiper/Recaro Automotive, a leader in recliner system technology with engineering and manufacturing expertise in metals and mechanisms for automobile seats, based in Kaiserslautern, Germany. The total purchase price, net of cash acquired, was approximately $450...

  • Page 65
    ...automotive seating business. During the second quarter of fiscal 2011, the Company completed its acquisition of the C. Rob. Hammerstein Group (Hammerstein), a leading global supplier of high-quality metal seat structures, components and mechanisms based in Solingen, Germany. The total purchase price...

  • Page 66
    ... leases at September 30, 2011 and 2010 was $44 million and $48 million, respectively. 5. GOODWILL AND OTHER INTANGIBLE ASSETS Effective October 1, 2010, the building efficiency business reorganized its management reporting structure to reflect its current business activities. Historical information...

  • Page 67
    ...$ September 30, 2010 Building efficiency North America systems North America service Global workplace solutions Asia Other Automotive experience North America Europe Asia Power solutions Total $ 522 676 177 379 1,085 1,378 1,140 233 911 6,501 $ Business Acquisitions September 30, 2011 519 710 184...

  • Page 68
    ... upon the specific product and terms of the customer purchase agreement. A typical warranty program requires that the Company replace defective products within a specified time period from the date of sale. The Company records an estimate for future warranty-related costs based on actual historical...

  • Page 69
    ... (760,100 and 917,915 equity units in 2011 and 2010, respectively) 11.5% notes due in 2042 ($8 million par value) 6.95% due in 2046 ($125 million par value) Capital lease obligations Foreign-denominated debt Euro Other Gross long-term debt Less: current portion Net long-term debt $ 101 321 350 462...

  • Page 70
    ... facility. During the quarter ended June 30, 2011, a total of 157,820 equity units, which had a purchase contract settlement date of March 31, 2012, were early exercised. As a result, the Company issued 766,673 shares of Johnson Controls, Inc. common stock and approximately $8 million of 11.5% notes...

  • Page 71
    ... 9. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES The Company selectively uses derivative instruments to reduce market risk associated with changes in foreign currency, commodities, stock-based compensation liabilities and interest rates. Under Company policy, the use of derivatives is restricted to...

  • Page 72
    ... are designated as hedges of the Company's net investment in Japan. The Company uses commodity contracts in the financial derivatives market in cases where commodity price risk cannot be naturally offset or hedged through supply base fixed price contracts. Commodity risks are systematically managed...

  • Page 73
    ...presents the location and fair values of derivative instruments and hedging activities included in the Company's consolidated statements of financial position (in millions): Derivatives and Hedging Activities Designated as Hedging Instruments under ASC 815 September 30, September 30, 2011 2010 Other...

  • Page 74
    ... that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a three-level fair value hierarchy that prioritizes information used in developing assumptions when pricing an asset or...

  • Page 75
    ...Company's fair value hierarchy for those assets and liabilities measured at fair value as of September 30, 2011 and 2010 (in millions): Fair Value Measurements Using: Significant Quoted Prices... currency exchange derivatives - The Company selectively hedges anticipated transactions that are subject...

  • Page 76
    ... the swaps is based on the Company's stock price at the reporting period date. Changes in fair value on the equity swaps are reflected in the consolidated statement of income within selling, general and administrative expenses. Cross-currency interest rate swaps - The Company selectively uses cross...

  • Page 77
    ... fiscal years ended September 30, 2011, 2010 and 2009, respectively. The Company applies a non-substantive vesting period approach whereby expense is accelerated for those employees that receive awards and are eligible to retire prior to the award vesting. Stock Option Plan The Company's 2007 Stock...

  • Page 78
    ... 2009, respectively. Restricted (Nonvested) Stock The Company has a restricted stock plan that provides for the award of restricted shares of common stock or restricted share units to certain key employees. Awards under the restricted stock plan typically vest 50% after two years from the grant date...

  • Page 79
    .... The assumed proceeds under the treasury stock method include the purchase price that the grantee will pay in the future, compensation cost for future service that the Company has not yet recognized and any windfall tax benefits that would be credited to capital in excess of par value when the...

  • Page 80
    ... computation of diluted net loss per common share for the fiscal year ended September 30, 2009, since to do so would decrease the loss per share. During the three months ended September 30, 2011 and 2010, the Company declared a dividend of $0.16 and $0.13, respectively, per common share. During the...

  • Page 81
    ... to Equity Attributable to Johnson Controls, Noncontrolling Inc. Interests At September 30, 2008 Total comprehensive income (loss): Net income (loss) Foreign currency translation adjustments Realized and unrealized gains on derivatives Employee retirement plans Other comprehensive income (loss...

  • Page 82
    ... $ 32 1 17 (9) 196 $ Year Ended September 30, 2009 167 (28) (2) (2) 20 155 $ 14. RETIREMENT PLANS Pension Benefits The Company has non-contributory defined benefit pension plans covering certain U.S. and non-U.S. employees. The benefits provided are primarily based on years of service and average...

  • Page 83
    ... and life insurance benefits for eligible retirees and their dependents primarily in the U.S. Most non-U.S. employees are covered by government sponsored programs, and the cost to the Company is not significant. Eligibility for coverage is based on meeting certain years of service and retirement age...

  • Page 84
    ...The Company participates in multiemployer pension plans for certain of its hourly employees in the U.S. The Company contributed $51 million, $46 million and $47 million to multiemployer pension plans in fiscal 2011, 2010 and 2009, respectively. Plan Assets The Company's investment policies employ an...

  • Page 85
    ... Quoted Prices Other in Active Observable Total as of Markets Inputs September 30, 2011 (Level 1) (Level 2) Asset Category U.S. Pension Cash Equity Securities Large-Cap Small-Cap International - Developed Fixed Income Securities Government Corporate/Other Hedge Funds Real Estate Total Non...

  • Page 86
    ... equity securities is determined by indirect quoted market prices. The value of assets held in separate accounts is not published, but the investment managers report daily the underlying holdings. The underlying holdings are direct quoted market prices on regulated financial exchanges. Fixed Income...

  • Page 87
    ...reporting date. The following sets forth a summary of changes in the fair value of assets measured using significant unobservable inputs (Level 3) (in millions): Total U.S. Pension Asset value as of September 30, 2009... 30, 2011 Non-U.S. Pension Asset value as of September 30, 2009 Unrealized gain...

  • Page 88
    ... during the year Benefits paid Estimated subsidy received Curtailment gain Settlement Other Currency translation adjustment Projected benefit obligation at end of year Change in Plan Assets Fair value of plan assets at beginning of year Actual return on plan assets Acquisitions Employer and employee...

  • Page 89
    ... benefit payments. For the U.S. pension and postretirement health and other benefit plans, the Company uses a discount rate provided by an independent third party calculated based on an appropriate mix of high quality bonds. For the non-U.S. pension and postretirement health and other benefit plans...

  • Page 90
    ... Company's automotive experience, building efficiency and power solutions businesses and included workforce reductions and plant consolidations. The Company expects to substantially complete the 2009 Plan by the end of 2011. The automotiverelated restructuring actions targeted excess manufacturing...

  • Page 91
    ... related to cost reduction initiatives in its automotive experience, building efficiency and power solutions businesses and included workforce reductions and plant consolidations. The Company expects to substantially complete the 2008 Plan by the end of 2011. The automotive-related restructuring was...

  • Page 92
    ... and 2009 Plans included workforce reductions of approximately 20,400 employees (9,500 for automotive experience North America, 5,200 for automotive experience Europe, 1,100 for automotive experience Asia, 2,900 for building efficiency other, 700 for building efficiency global workplace solutions...

  • Page 93
    ... assets due to the planned relocation of its headquarters building in Japan in the automotive experience Asia segment. As a result, the Company reviewed its long-lived assets for impairment and recorded an $11 million impairment charge within selling, general and administrative expenses in the third...

  • Page 94
    ...) for the building efficiency other segment in the first quarter of fiscal 2009. The U.S. Air investment balance included in the consolidated statement of financial position at September 30, 2011 was $53 million. The Company does not anticipate future impairment of this investment as, based on its...

  • Page 95
    ... years. As a result, and after considering tax planning initiatives and other positive and negative evidence, the Company determined that it was more likely than not that the deferred tax assets would not be utilized in several jurisdictions including France, Mexico, Spain and the United Kingdom...

  • Page 96
    ... exam by the Internal Revenue Service (IRS) and fiscal years 2004 through 2006 are currently under IRS Appeals. Additionally, the Company is currently under exam in the following major foreign jurisdictions: Tax Jurisdiction Austria Brazil Canada Czech Republic France Germany Italy Mexico Poland...

  • Page 97
    ... 2009, Wisconsin enacted numerous changes to Wisconsin income tax law as part of the Budget Stimulus and Repair Bill, Wisconsin Act 2. These changes were effective in the Company's tax year ended September 30, 2010. The major changes included an adoption of corporate unitary combined reporting...

  • Page 98
    ... in shareholders' equity attributable to Johnson Controls, Inc. Such earnings could become taxable upon the sale or liquidation of these non-U.S. subsidiaries or upon dividend repatriation. The Company's intent is for such earnings to be reinvested by the subsidiaries or to be repatriated only when...

  • Page 99
    ... its current business activities. Prior to this reorganization, building efficiency was comprised of six reportable segments for financial reporting purposes (North America systems, North America service, North America unitary products, global workplace solutions, Europe and rest of world). As...

  • Page 100
    ... marketplace. Other provides HVAC and refrigeration systems and technical services to markets in Europe, the Middle East and Latin America. Other also designs and produces heating and air conditioning solutions for residential and light commercial applications and markets products to the replacement...

  • Page 101
    ... to the Company's reportable segments is as follows (in millions): Year Ended September 30, 2010 2009 2011 Net Sales Building efficiency North America systems North America service Global workplace solutions Asia Other Automotive experience North America Europe Asia Power solutions Total net...

  • Page 102
    ...087 9,732 4,278 1,589 24,088 $ $ $ 2011 Depreciation/Amortization Building efficiency North America systems North America service Global workplace solutions Asia Other Automotive experience North America Europe Asia Power solutions Total Year Ended September 30, 2010 2009 $ 10 25 18 15 69 137...

  • Page 103
    2011 Capital Expenditures Building efficiency North America systems North America service Global workplace solutions Asia Other Automotive experience North America Europe Asia Power solutions Total Year Ended September 30, 2010 2009 $ 6 17 32 22 91 168 210 383 45 638 519 1,325 $ 14 32 17 13 43 ...

  • Page 104
    Geographic Segments Financial information relating to the Company's operations by geographic area is as follows (in millions): Year Ended September 30, 2010 2009 $ 12,892 3,542 1,428 8,338 8,105 34,305 $ 11,099 2,877 952 7,330 6,239 28,497 2011 Net Sales United States Germany Mexico Other European ...

  • Page 105
    ... Rule 13a-15(f). The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's internal control over financial reporting based on the framework in Internal Contr ol-Integrated Framework issued...

  • Page 106
    ...the implementation of new enterprise resource planning (―ERPâ€-) systems in certain businesses, which will occur over a period of several years. As the phased roll-out of the new ERP systems occurs, the Company may experience changes in its internal control over financial reporting. No significant...

  • Page 107
    ... to sections entitled ―Board Information - Related Person Transactionsâ€- and ―Board Information - Board Independenceâ€- of the fiscal 2011 Proxy Statement. ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES Incorporated by reference to the Audit Committee Report, section entitled ―Relationship...

  • Page 108
    ...10-K (a) The following documents are filed as part of this Form 10-K: (1) Financial Statements Report of Independent Registered Public Accounting Firm Consolidated Statements of Income for the years ended September 30, 2011, 2010 and 2009 Consolidated Statements of Financial Position at September 30...

  • Page 109
    ..., the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. JOHNSON CONTROLS, INC. By /s/ R. Bruce McDonald R. Bruce McDonald Executive Vice President and Chief Financial Officer Date: November 22, 2011 Pursuant to the requirements of the...

  • Page 110
    ... as Trustee of the Johnson Controls, Inc. Employee Stock Ownership Plan Trust with Fidelity Management Trust Company as Successor Trustee, effective January 1, 1991 (incorporated by reference to Exhibit 4.F to Johnson Controls, Inc. Annual Report on Form 10-K for the year ended September 30, 1991...

  • Page 111
    ... Inc.'s Current Report on Form 8 -K dated February 7, 2011). Johnson Controls, Inc. Common Stock Purchase Plan for Executives as amended November 17, 2004 and effective December 1, 2004 (incorporated by reference to Exhibit 10.B to Johnson Controls, Inc. Annual Report on Form 10-K for the year ended...

  • Page 112
    ... by reference to Exhibit 10.X to Johnson Controls, Inc. Annual Report on Form 10-K for the year ended September 30, 2009) (Commission File No. 1-5097).** Form of employment agreement between Johnson Controls, Inc. and all elected officers and named executives hired after July 28, 2010, as amended...

  • Page 113
    ...of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith. The following materials from Johnson Controls, Inc.'s Annual Report on Form 10-K for the year ended September 30, 2011, formatted in XBRL...

  • Page 114