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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10–K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended September 30, 2013
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 53209
(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 Exchange Act:
Title of Each Class Name of Each Exchange on Which Registered
Common Stock New York Stock Exchange
Corporate Units 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, 2013, the aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant was approximately
$24.0 billion based on the closing sales price as reported on the New York Stock Exchange. As of October 31, 2013, 685,160,911 shares of the
registrant’s Common Stock, par value $1.00 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 29, 2014 are incorporated by reference into Part III.

Table of contents

  • Page 1
    ... held by non-affiliates of the registrant was approximately $24.0 billion based on the closing sales price as reported on the New York Stock Exchange. As of October 31, 2013, 685,160,911 shares of the registrant's Common Stock, par value $1.00 per share, were outstanding. DOCUMENTS INCORPORATED BY...

  • Page 2
    JOHNSON CONTROLS, INC. Index to Annual Report on Form 10-K Year Ended September 30, 2013 Page 3 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 MINE SAFETY ...

  • Page 3
    ... the date of this document. PART I ITEM 1 General Johnson Controls is a global diversified technology and industrial leader serving customers in more than 150 countries. The Company creates quality products, services and solutions to optimize energy and operational efficiencies of buildings; lead...

  • Page 4
    ... with operations in 59 countries. Revenues come from facilities management, technical services, and the replacement and upgrade of HVAC controls and mechanical equipment in the existing buildings market, where the Company's large base of current customers leads to repeat business, as well as...

  • Page 5
    ...the OEM market. Power Solutions accounted for 15% of the Company's fiscal 2013 consolidated net sales. Batteries and key components are manufactured at wholly- and majority-owned plants in North America, South America, Asia and Europe. Competition Building Efficiency The Building Efficiency business...

  • Page 6
    ... and Asia segments, partially offset by an increase in the North America Systems segment. The backlog does not include amounts associated with contracts in the Global Workplace Solutions business because such contracts are typically multi-year service awards, nor does it include unitary products...

  • Page 7
    ... residential air 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...

  • Page 8
    ... operations. We have significant operations in a number of countries outside the U.S., some of which are located in emerging markets. Longterm economic uncertainty in some of the regions of the world in which we operate, such as Asia, South America, the Middle East, Central Europe and other emerging...

  • Page 9
    ...benefits of our restructuring actions, which could adversely affect our profitability and operations. In order to align our resources with our growth strategies, operate more efficiently and control costs, we periodically announce restructuring plans, which include workforce reductions, global plant...

  • Page 10
    ... in North America, Europe and Asia, 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, could be interrupted. A failure of our information technology (IT...

  • Page 11
    ... of our Building Efficiency business: loss of, changes in, or failure to perform under facility management supply contracts or other guaranteed performance contracts with our major customers; cancellation of, or significant delays in, projects in our backlog; delays or difficulties in new product...

  • Page 12
    ... operations. Our financial performance depends, in part, on conditions in the automotive industry. In fiscal 2013, our largest customers globally were automobile manufacturers Ford Motor Company (Ford), Daimler AG and General Motors Corporation (GM). If automakers experience a decline in the number...

  • Page 13
    ... or changes in, automobile supply contracts, sourcing strategies or customer claims with our major customers or suppliers; start-up expenses associated with new vehicle programs or delays or cancellations of such programs; underutilization of our manufacturing facilities, which are generally located...

  • Page 14
    ... weather conditions in various parts of the world; increasing global environmental and safety regulations related to the manufacturing and recycling of lead-acid batteries, and transportation of battery materials; our ability to secure sufficient tolling capacity to recycle batteries; price and...

  • Page 15
    ... 30, 2013, the Company conducted its operations in 66 countries throughout the world, with its world headquarters located in Milwaukee, Wisconsin. The Company's wholly- and majority-owned facilities, which are listed in the table on the following pages by business and location, totaled approximately...

  • Page 16
    Automotive Experience Alabama Bessemer (1) Clanton ...Plymouth (2),(3) Romulus (1) Taylor (1) Warren (1) Missouri Ohio Eldon (2) Riverside (1) Bryan Greenfield Northwood Wauseon ...China Bulgaria Canada Belgium Brazil Australia Austria Argentina Buenos Aires (1) Cordoba (1) Rosario Adelaide (1) Graz (1) ...

  • Page 17
    ...Asan Skopje Melaka (1) Pekan (1) Selangor Darul Ehsan Mexico Coahuila (1) Juarez (2) Lerma (1) Matamaros (1) Monclova Puebla (2) Ramos Arizpe Reynosa (1) Saltillo (2) Tlaxcala Toluca (1) United Kingdom Tunesia Turkey Sweden Thailand Spain South Africa Slovenia Slovak Republic Russia Portugal Romania...

  • Page 18
    ... facilities Administrative facility only In addition to the above listing, which identifies large properties (greater than 25,000 square feet), there are approximately 560 Building Efficiency branch offices and other administrative offices located in major cities throughout the world. These offices...

  • Page 19
    ... Executive Vice President, Corporate Development, in September 2013 and has served as President - Automotive Electronics & Interiors since March 2012. Mr. Jackson also served as Executive Vice President Operations and Innovation, from May 2011 to September 2013. Prior to joining Johnson Controls...

  • Page 20
    ... Power Solutions business from January 2007 to January 2013. Mr. Molinaroli served as Vice President and General Manager for North America Systems & the Middle East for the Company's Building Efficiency business and has held increasing levels of responsibility for controls systems and services sales...

  • Page 21
    ...the Company's common stock are traded on the New York Stock Exchange under the symbol "JCI." Title of Class Common Stock, $1.00 par value Number of Record Holders as of September 30, 2013 38,067 First Quarter Second Quarter Third Quarter Fourth Quarter Year $ $ Common Stock Price Range 2013 2012...

  • Page 22
    ...1,827,045 1,216,976 - - - - Average Price Paid per Share $41.05 $41.09 - - - - Total Number of Shares Purchased as Part of the Publicly Announced Program 1,827,045 1,216,976 - - - - Repurchases of the Company's common stock by the Company pursuant to its publicly announced program may be intended...

  • Page 23
    ... Stock Index and companies in our Diversified Industrials Peer Group.* This graph assumes the investment of $100 on September 30, 2008 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 24
    ...and amortization Number of employees FINANCIAL POSITION Working capital (3) Total assets Long-term debt Total debt Shareholders' equity attributable to Johnson Controls, Inc. Total debt to capitalization (4) Net book value per share (5) COMMON SHARE INFORMATION Dividends per share Market prices High...

  • Page 25
    ...ITEM 7 General The Company operates in three primary businesses: Building Efficiency, Automotive Experience and Power Solutions. Building Efficiency provides facility systems, services and workplace solutions including comfort, energy and security management for the residential and non-residential...

  • Page 26
    ... The Power Solutions business experienced favorable pricing and product mix, higher volumes and increased benefits of vertical integration including the incremental contribution of the Company's battery recycling facility. Gross profit in the Building Efficiency business experienced favorable margin...

  • Page 27
    ... and $758 million in the fourth quarter of fiscal 2013. The restructuring actions related to cost reduction initiatives in the Company's Automotive Experience, Building Efficiency and Power Solutions businesses and included workforce reductions, plant closures, and asset and goodwill impairments...

  • Page 28
    ...Change 18% The increase in equity income was primarily due to gains on acquisitions of partially-owned affiliates in the Automotive Experience business ($106 million), partially offset by a prior year redemption of a warrant for an existing partially-owned affiliate in the Power Solutions business...

  • Page 29
    ... fiscal years remain under various stages of audit by the Internal Revenue Service and respective non-U.S. tax authorities. Although the outcome of tax audits is always uncertain, management believes that it has appropriate support for the positions taken on its tax returns and that its annual tax...

  • Page 30
    ...$ 910 (in millions) North America Systems North America Service Global Workplace Solutions Asia Other * Measure not meaningful Net Sales: • Change -2% 39% * 4% -37% 9% The decrease in North America Systems was due to lower volumes of equipment and controls systems in the commercial construction...

  • Page 31
    ...mix and margin rates ($59 million), lower selling, general and administrative expenses ($9 million), a pension settlement gain ($6 million) and a prior year loss on business divestitures ($3 million), partially offset by lower volumes ($13 million). The increase in Global Workplace Solutions was due...

  • Page 32
    ... Power Solutions Year Ended September 30, 2013 2012 6,358 $ 5,906 1,006 784 (in millions) Net sales Segment income • Change 8% 28% $ Net sales increased due to favorable pricing and product mix ($223 million), higher sales volumes ($172 million) and the impact of higher lead costs on pricing...

  • Page 33
    ...metals facilities and net unfavorable commercial settlements and pricing. The Power Solutions business experienced favorable pricing and product mix offset by higher operating, lead, battery core and transportation costs. Gross profit in the Building Efficiency business benefited year over year from...

  • Page 34
    ... $245 million in the fourth quarter of fiscal 2012. The restructuring charge related to cost reduction initiatives in the Company's Automotive Experience, Building Efficiency and Power Solutions businesses and included workforce reductions and plant closures. The restructuring actions are expected...

  • Page 35
    ... fiscal years remain under various stages of audit by the Internal Revenue Service and respective non-U.S. tax authorities. Although the outcome of tax audits is always uncertain, management believes that it has appropriate support for the positions taken on its tax returns and that its annual tax...

  • Page 36
    ...certain Power Solutions and Building Efficiency partially-owned affiliates, partially offset by the effects of an increase in the Company's ownership percentage in an Automotive Experience partially-owned affiliate. Net Income Attributable to Johnson Controls, Inc. Year Ended September 30, 2012 2011...

  • Page 37
    ...Segment Income for the Year Ended September 30, Change 2012 2011 2% $ 286 $ 247 -7% 164 121 3% 52 22 8% 267 251 -8% 141 105 -1% $ 910 $ 746 (in millions) North America Systems North America Service Global Workplace Solutions Asia Other * Measure not meaningful Net Sales: • Change 16% 36% * 6% 34...

  • Page 38
    ...pricing and commercial settlements ($20 million). The increase in Electronics was primarily due to higher volumes to major OEM customers including the fiscal 2011 negative impact of the Japan earthquake and related events ($73 million), and incremental sales due to a fiscal 2011 business acquisition...

  • Page 39
    ... Seating segments, partially offset by business acquisitions in the Automotive Experience Seating and Building Efficiency Global Workplace Solutions segments. Goodwill reflects the cost of an acquisition in excess of the fair values assigned to identifiable net assets acquired. The Company reviews...

  • Page 40
    ... financial statements for additional information. Investments in partially-owned affiliates ("affiliates") at September 30, 2013 were $1.0 billion, $76 million higher than the prior year. The increase was primarily due to positive earnings by affiliates in all businesses, primarily in the Automotive...

  • Page 41
    and Power Solutions businesses, partially offset by dividends paid by affiliates and the acquisitions of the controlling interest in formerly unconsolidated Automotive Experience Seating affiliates. LIQUIDITY AND CAPITAL RESOURCES Working Capital (in millions) Current assets Current liabilities ...

  • Page 42
    ... increases and vertical integration efforts in the prior year in the Power Solutions business, and a reduction in program spending for new customer launches in the Automotive Experience business. • • • Capitalization (in millions) Short-term debt Current portion of long-term debt Long-term...

  • Page 43
    ...capital resources and liquidity position at September 30, 2013 are adequate to meet projected needs. The Company believes requirements for working capital, capital expenditures, dividends, stock repurchases, minimum pension contributions, debt maturities and any potential acquisitions in fiscal 2014...

  • Page 44
    ... and maintenance agreements with certain customers. For these arrangements, revenue is recognized 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...

  • Page 45
    ... financial statements. Employee Benefit Plans The Company provides a range of benefits to its employees and retired employees, including pensions and postretirement benefits. Plan assets and obligations are measured annually, or more frequently if there is a remeasurement event, based on the Company...

  • Page 46
    ... 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 of future warranty-related costs based on actual historical...

  • Page 47
    ... Entity." ASU No. 2013-05 clarifies when companies should release the cumulative translation adjustment (CTA) into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets within...

  • Page 48
    .... RISK MANAGEMENT The Company selectively uses derivative instruments to reduce market risk associated with changes in foreign currency, commodities, interest rates and stock-based compensation. All hedging transactions are authorized and executed pursuant to clearly defined policies and procedures...

  • Page 49
    ... 30, 2013 and 2012, respectively. Commodities 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 pursuant to policy...

  • Page 50
    ... of existing owned facilities, primarily in the Power Solutions business. At September 30, 2013 and 2012, the Company recorded conditional asset retirement obligations of $56 million and $76 million, respectively. Additionally, the Company is involved in a number of product liability and various...

  • Page 51
    ... of Financial Condition and Results of Operations. ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm Consolidated Statements of Income for the years ended September 30, 2013, 2012 and 2011...

  • Page 52
    ..., on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting...

  • Page 53
    ... or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of...

  • Page 54
    ... 2.06 * 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. 54

  • Page 55
    Johnson Controls, Inc. Consolidated Statements of Comprehensive Income (Loss) Year Ended September 30, 2013 2012 2011 $ 1,297 $ 1,311 $ 1,532 (in millions) Net income Other comprehensive income (loss), net of tax: Foreign currency translation adjustments Realized and unrealized gains (losses) on ...

  • Page 56
    ..., plant and equipment - net Goodwill Other intangible assets - net Investments in partially-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 Liabilities held for sale...

  • Page 57
    ...: 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 Business...

  • Page 58
    Johnson Controls, Inc. Consolidated Statements of Shareholders' Equity Attributable to Johnson Controls, Inc. (in millions, except per share data) At September 30, 2010 (previously reported) Inventory costing policy change and common stock par value change (Note 1) At September 30, 2010 (revised) ...

  • Page 59
    ... the VIEs manufacture products in North America for the automotive industry. 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...

  • Page 60
    ... equity method of accounting as the Company's interest exceeds 20% and the Company does not have a controlling interest. The investment balance included within investments in partially-owned affiliates in the consolidated statement of financial position at September 30, 2013 and 2012 was $56 million...

  • Page 61
    ... lower of cost or market. Finished goods and work-in-process inventories include material, labor and manufacturing overhead costs. In the fourth quarter of fiscal 2013, the Company changed its method of inventory costing for certain inventory in its Power Solutions business to the first-in first-out...

  • Page 62
    ...03 per diluted share) to net income attributable to Johnson Controls, Inc. for the quarters ended December 31, 2012, March 31, 2013 and June 30, 2013, respectively. The impact of all adjustments made to the consolidated financial statements presented is summarized in the following table (in millions...

  • Page 63
    2012 Previously Reported Consolidated Statement of Income Cost of sales Products and systems Gross profit Income before income taxes Provision for income taxes Net income Net income attributable to Johnson Controls, Inc. Earnings per share Basic Diluted Consolidated Statement of Comprehensive Income...

  • Page 64
    ... Statement of Shareholders' Equity Attributable to Johnson Controls, Inc. Retained earnings at September 30, 2010 Retained earnings at September 30, 2011 Pre-Production Costs Related to Long-Term Supply Arrangements The Company's policy for engineering, research and development, and other design...

  • Page 65
    ... by the Company during fiscal 2013, 2012 and 2011. Percentage-of-Completion Contracts The Building Efficiency business records certain long-term contracts under the percentage-of-completion method of accounting. Under this method, sales and gross profit are recognized as work is performed based on...

  • Page 66
    ... and maintenance agreements with certain customers. For these arrangements, revenue is recognized 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...

  • Page 67
    ... on business divestitures - net line within the consolidated statements of income. In the prior year, net gains related to business divestitures were included in the selling, general and administrative expenses line. New Accounting Pronouncements In July 2013, the FASB issued Accounting Standards...

  • Page 68
    ...adjust the Company's existing equity investments to fair value. During the fourth quarter of fiscal 2013, the Company completed its divestiture of its Automotive Experience Electronics' HomeLink® product line to Gentex Corporation. The selling price was $701 million, all of which was received as of...

  • Page 69
    ... of fiscal 2011, the 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...

  • Page 70
    ... Electronics business does not meet the criteria to be classified as a discontinued operation at September 30, 2013 primarily due to the uncertainty regarding the Company's potential continuing involvement in these operations following a divestiture. The Automotive Experience Interiors product lines...

  • Page 71
    ...): September 30, 2013 Raw materials and supplies Work-in-process Finished goods Inventories $ 1,086 459 780 2,325 $ 2012 1,144 397 802 2,343 $ $ In the fourth quarter of fiscal 2013, the Company changed its method of inventory costing for certain inventory in its Power Solutions business to the...

  • Page 72
    ... 30, 2011 Building Efficiency North America Systems $ North America Service Global Workplace Solutions Asia Other Automotive Experience Seating Interiors Electronics Power Solutions Total $ 519 710 184 391 1,065 2,505 387 251 1,004 7,016 Business Acquisitions 34 - - 45 79 Business Divestitures...

  • Page 73
    ... 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 74
    ... the lease term. Leases generally require the Company to pay for insurance, taxes and maintenance of the property. Leased capital assets included in net property, plant and equipment, primarily buildings and improvements, were $79 million and $96 million at September 30, 2013 and 2012, respectively...

  • Page 75
    ...on both short and long-term debt for the fiscal years ended September 30, 2013 , 2012 and 2011 was $290 million, $283 million and $216 million, respectively. The Company uses financial instruments to manage its interest rate exposure (see Note 10, "Derivative Instruments and Hedging Activities," and...

  • Page 76
    ... credit facility during the quarter ended March 31, 2012. Proceeds from the facility were used for general corporate purposes. Net Financing Charges The Company's net financing charges line item in the consolidated statements of income for the years ended September 30, 2013, 2012 and 2011 contained...

  • Page 77
    ... of its stock-based compensation plans, such as its deferred compensation plans. These equity compensation liabilities increase as the Company's stock price increases and decrease as the Company's stock price decreases. In contrast, the value of the swap agreement moves in the opposite direction of...

  • Page 78
    ... gross of tax on derivative instruments and related hedge items reclassified from AOCI into the Company's consolidated statements of income for the fiscal years ended September 30, 2013 and 2012 and amounts recorded in AOCI net of tax in the consolidated statements of financial position (in millions...

  • Page 79
    ... currency exchange derivatives Equity swap Total Location of Gain (Loss) Recognized in Income on Derivative Cost of sales Net financing charges Provision for income taxes Selling, general and administrative $ $ Year Ended September 30, 2013 (8) $ 25 (5) 65 77 $ 2012 23 (19) 1 6 11 The amount of...

  • Page 80
    ... Fair Value Measurements The following tables present the Company's fair value hierarchy for those assets and liabilities measured at fair value as of September 30, 2013 and 2012 (in millions): Fair Value Measurements Using: Significant Quoted Prices Other in Active Observable Markets Inputs (Level...

  • Page 81
    ... is reflected in the consolidated statements of income. These contracts were highly effective in hedging the variability in future cash flows attributable to changes in commodity prices at September 30, 2013 and 2012. Interest rate swaps and related debt - The Company selectively uses interest rate...

  • Page 82
    ...'s stock price at the reporting period date. Changes in fair value on the equity swaps are reflected in the consolidated statements of income within selling, general and administrative expenses. The fair values of cash and cash equivalents, accounts receivable, short-term debt and accounts payable...

  • Page 83
    ... employee stock-based compensation awards that are vested and outstanding upon adoption of ASC 718. The tax benefit from the exercise of stock options, which is recorded in capital in excess of par value, was $35 million, $3 million and $30 million for the fiscal years ended September 30, 2013, 2012...

  • Page 84
    ... date. The 2012 Plan allows for different vesting terms on specific grants with approval by the Board of Directors. A summary of the status of the Company's nonvested restricted stock awards at September 30, 2013, and changes for the fiscal year then ended, is presented below: Weighted Average Price...

  • Page 85
    .... 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 86
    ... 30, 2012 Total comprehensive income: Net income Foreign currency translation adjustments Realized and unrealized losses on derivatives Unrealized gains on marketable common stock Pension and postretirement plans Other comprehensive loss Comprehensive income Other changes in equity: Cash dividends...

  • Page 87
    ... $ 634 (221) 413 $ 743 (109) 634 Year Ended September 30, 2012 Year Ended September 30, 2011 * Refer to Note 10, "Derivative Instruments and Hedging Activities," of the notes to consolidated financial statements for disclosure of the line items on the consolidated statements of income affected by...

  • Page 88
    ... was recorded in selling, general and administrative expenses. 15. 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 compensation or...

  • Page 89
    ... fiscal years ended 2013, 2012 and 2011, respectively. Multiemployer Benefit Plans The Company contributes to multiemployer benefit plans based on obligations arising from collective bargaining agreements related to certain of its hourly employees in the U.S. These plans provide retirement benefits...

  • Page 90
    ... on plan assets is based on the Company's expectation of the long-term average rate of return of the capital markets in which the plans invest. The average market returns are adjusted, where appropriate, for active asset management returns. The expected return reflects the investment policy target...

  • Page 91
    The Company's plan assets at September 30, 2013 and 2012, by asset category, are as follows (in millions): Fair Value Measurements Using: Significant Quoted Prices Other in Active Observable Total as of Markets Inputs September 30, 2013 (Level 1) (Level 2) Asset Category U.S. Pension Cash Equity ...

  • Page 92
    ... Fixed Income Securities Government Corporate/Other Hedge Funds Real Estate Total Non-U.S. Pension Cash Equity Securities Large-Cap International - Developed International - Emerging Fixed Income Securities Government Corporate/Other Commodities Hedge Fund Real Estate Total Postretirement Cash...

  • Page 93
    ...are utilized, 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 Securities: The fair value of fixed income securities...

  • Page 94
    ...of redemptions Realized gain Unrealized gain (loss) Asset value as of September 30, 2013 Non-U.S. Pension Asset value as of September 30, 2011 Additions net of redemptions Unrealized gain Asset value as of September 30, 2012 Additions net of redemptions Unrealized gain Asset value as of September 30...

  • Page 95
    ... subsidy received Curtailment 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 Divestitures Employer and employee contributions Benefits paid Settlement...

  • Page 96
    ... financial statements for further information regarding the Company's disposal groups classified as held for sale. Plan assets and obligations are determined based on a September 30 measurement date at September 30, 2013 and 2012. The Company considers the expected benefit payments on a plan-by-plan...

  • Page 97
    ... and $758 million in the fourth quarter of fiscal 2013. The restructuring actions related to cost reduction initiatives in the Company's Automotive Experience, Building Efficiency and Power Solutions businesses and included workforce reductions, plant closures, and asset and goodwill impairments...

  • Page 98
    ... and locate facilities in low cost countries in close proximity to customers. This ongoing analysis includes a review of its manufacturing, engineering and purchasing operations, as well as the overall global footprint for all its businesses. Because of the importance of new vehicle sales by major...

  • Page 99
    ... financial statements for further information regarding the goodwill impairment charge recorded in the fourth quarter of fiscal 2013. 18. INCOME TAXES In the fourth quarter of fiscal 2013, the Company changed its method of inventory costing for certain inventory in its Power Solutions business...

  • Page 100
    ... tax assets within two French Power Solutions entities would be realized. Therefore, the Company recorded $145 million of net valuation allowances as income tax expense in the three month period ended September 30, 2013. In the second quarter of fiscal 2013, the Company determined that it was more...

  • Page 101
    ... Internal Revenue Service (IRS) and 2004 through 2009 are currently under (IRS) appeals. Additionally, the Company is currently under exam in the following major foreign jurisdictions: Tax Jurisdiction Belgium Brazil Canada France Germany Italy Japan Korea Mexico Poland Tax Years Covered 2011 - 2012...

  • Page 102
    ... operations before income taxes and noncontrolling interests for the fiscal years ended September 30, 2013, 2012 and 2011 ...quarter of fiscal 2013, the Company provided income tax expense on the foreign undistributed earnings of the nonU.S. subsidiaries primarily related to the Electronics business...

  • Page 103
    ... in the context of its three primary businesses - Building Efficiency, Automotive Experience and Power Solutions. Building Efficiency Building Efficiency designs, produces, markets and installs heating, ventilating and air conditioning (HVAC) and control systems that monitor, automate and integrate...

  • Page 104
    .... Financial information relating to the Company's reportable segments is as follows (in millions): Year Ended September 30, 2012 2013 Net Sales Building Efficiency North America Systems North America Service Global Workplace Solutions Asia Other Automotive Experience Seating Interiors Electronics...

  • Page 105
    ...$ 1,520 $ 1,790 2013 Assets Building Efficiency North America Systems North America Service Global Workplace Solutions Asia Other Automotive Experience Seating Interiors (10) Electronics (10) Power Solutions Assets held for sale Unallocated Total $ September 30, 2012 2011 $ 1,222 1,477 1,286...

  • Page 106
    ... 35 419 175 $ 824 $ 731 2013 Capital Expenditures Building Efficiency North America Systems North America Service Global Workplace Solutions Asia Other Automotive Experience Seating Interiors Electronics Power Solutions Total (1) $ Year Ended September 30, 2012 2011 $ 4 8 7 73 106 198 467...

  • Page 107
    ...for Sale," of the notes to consolidated financial statements for further information regarding the Company's disposal groups classified as held for sale. (6) (7) (8) (9) (10) The Company has significant sales to the automotive industry. In fiscal years 2013, 2012 and 2011, no customer exceeded...

  • Page 108
    ... abandonment of existing owned facilities, primarily in the Power Solutions business. At September 30, 2013 and 2012, the Company recorded conditional asset retirement obligations of $56 million and $76 million, respectively. The Company is involved in a number of product liability and various other...

  • Page 109
    ... information is accumulated and communicated to the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management's Report on Internal Control Over Financial Reporting The Company...

  • Page 110
    ... new ERP systems during the fiscal year ended September 30, 2013. ITEM 9B None. PART III The information required by Part III, Items 10, 11, 13 and 14, and certain of the information required by Item 12, is incorporated herein by reference to the Company's Proxy Statement for its 2014 Annual Meeting...

  • Page 111
    ...AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Incorporated by reference to the section entitled "Johnson Controls Share Ownership" of the fiscal 2013 Proxy Statement. The following table provides information about the Company's equity compensation plans as of September 30, 2013: (a) (b) (c) Number...

  • Page 112
    ...in Form 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, 2013, 2012 and 2011 Consolidated Statements of Comprehensive Income (Loss...

  • Page 113
    .... JOHNSON CONTROLS, INC. By /s/ R. Bruce McDonald R. Bruce McDonald Executive Vice President and Chief Financial Officer November 21, 2013 Date: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of November 21, 2013, by the following persons...

  • Page 114
    ... 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.'s Annual Report on Form 10-K for the year ended September 30, 1991...

  • Page 115
    ... Report on Form 8-K filed February 7, 2011). [RESERVED]. Johnson Controls, Inc. Common Stock Purchase Plan for Executives as amended through November 17, 2004 and effective December 1, 2004 (incorporated by reference to Exhibit 10.B to Johnson Controls, Inc.'s Annual Report on Form 10-K for the year...

  • Page 116
    ...2007 Stock Option Plan effective September 20, 2011 (incorporated by reference to Exhibit 10.V to Johnson Controls, Inc.'s Annual Report on Form 10-K for the year ended September 30, 2011) (Commission File No. 1-5097).** Supplemental Agreement to the Employment Contract between Johnson Controls GmbH...

  • Page 117
    ... 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, 2013, formatted in XBRL (Extensible Business...