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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, 2014
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
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, 2014, the aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant was approximately
$31.5 billion based on the closing sales price as reported on the New York Stock Exchange. As of October 31, 2014, 666,188,889 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 28, 2015 are incorporated by reference into Part III.

Table of contents

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

  • Page 2
    ... WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE CONTROLS AND PROCEDURES OTHER INFORMATION PART III. ITEM 10. ITEM 11. ITEM 12. ITEM 13. ITEM 14. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE EXECUTIVE COMPENSATION SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND...

  • Page 3
    ... utility vehicle. The Company serves both automotive original equipment manufacturers (OEMs) and the general vehicle battery aftermarket. The Company also supplies advanced battery technologies to power certain Start-Stop vehicles, hybrid and electric vehicles. Financial Information About Business...

  • Page 4
    ... originated from its service offerings. In fiscal 2014, Building Efficiency accounted for 33% of the Company's consolidated net sales. The Company's systems include York® chillers, industrial refrigeration products, air handlers and other HVAC mechanical equipment that provide heating and cooling...

  • Page 5
    ...power Start-Stop vehicles, as well as lithium-ion battery technology for certain hybrid and electric vehicles. The business has also invested to develop sustainable lead and poly recycling operations in the North American and European markets. Approximately 74% of unit sales worldwide in fiscal 2014...

  • Page 6
    ...international treaties. Environmental, Health and Safety Matters Laws addressing the protection of the environment (environmental laws) and workers' safety and health (worker safety laws) govern the Company's ongoing global operations. They generally provide for civil and criminal penalties, as well...

  • 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
    ... 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 be affected...

  • Page 9
    ...fiscal year. Generally accepted accounting principles in the U.S. require that we calculate income or expense for the plans using actuarial valuations. These valuations reflect assumptions about financial markets and interest rates, which may change based on economic conditions. Funding requirements...

  • Page 10
    ... process of regionally centralizing certain administrative functions, primarily 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...

  • Page 11
    ... of HVAC equipment; price increases of limited-source components, products and services that we are unable to pass on to the market; unseasonable weather conditions in various parts of the world; changes in energy costs or governmental regulations that would decrease the incentive for customers to...

  • Page 12
    ... key customers, increases in certain raw material, commodity and energy costs and global credit market conditions could result in financial distress among many companies within the automotive supply base. Financial distress within the supplier base may lead to commercial disputes and possible supply...

  • Page 13
    ... financial performance in the Power Solutions business depends, in part, on conditions in the automotive industry. Sales to OEMs accounted for approximately 26% of the total sales of the Power Solutions business in fiscal 2014. Declines in the North American, European and Asian automotive production...

  • Page 14
    ... market development in emerging markets; interruption of supply of certain single-source components; changing nature of our joint ventures and relationships with our strategic business partners; unseasonable weather conditions in various parts of the world; increasing global environmental and safety...

  • Page 15
    ... its operations in 58 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 96 million square feet of...

  • Page 16
    Building Efficiency (continued) Austria Belgium Brazil Canada Vienna (4) Diegem (1),(4) Curitiba (1),(4) Ajax (1),(3) Markham (2),(4) Nobel (1) ... Spain Thailand Turkey United Kingdom Netherlands Italy Japan Macau Malaysia Mexico Milan (1),(3) Tokyo (1),(4) Macau (1),(4) Petaling Jaya (1),(4) Apodaca...

  • Page 17
    Automotive Experience Alabama Bessemer (1) Clanton ...(1) Zeeland (1) Missouri Eldon (2) Riverside (1) Ohio Bryan Greenfield Northwood Wauseon Tennessee Athens Lexington ...Republic China Canada Belgium Brazil Australia Austria Argentina Buenos Aires (1) Rosario Adelaide (1) Graz (1) Mandling Assenede (1)...

  • Page 18
    Automotive Experience (continued) Germany Boblingen (1) Bochum (2) Bremen (1)...South Africa Slovak Republic Russia Portugal Romania Poland Mexico Coahuila (1) El Marquez Juarez Lerma (1) ... (1) Lucenec Trencin (1),(4) Zilina (2) Chloorkop (1) East London (1) Eastern Cape (1) Joannesburg Port Elizabeth ...

  • Page 19
    ...Telford (1) Wednesbury Power Solutions Arizona Delaware Florida Georgia Illinois Indiana Iowa Kentucky Michigan Missouri North Carolina Ohio Oregon South Carolina...del Segura Ibi (3) Sweden Hultsfred Corporate Wisconsin Milwaukee (2),(4) China Mexico Singapore Slovak Republic Dalian (1),(4) ...

  • Page 20
    ... manufacturing facilities Administrative facility only In addition to the above listing, which identifies large properties (greater than 25,000 square feet), there are approximately 534 Building Efficiency branch offices and other administrative offices located in major cities throughout the world...

  • Page 21
    ...President, Public Affairs and named Chief Diversity Officer in October 2014. He previously served as Vice President and Global General Counsel, Power Solutions from October 2013 to September 2014, as Vice President and General Counsel, Power Solutions Americas and Global Aftermarket from August 2012...

  • Page 22
    ...President and named President, Power Solutions in January 2013. He previously served as the Chief Operating Officer of the Power Solutions business from May 2012 to January 2013. He served as Vice President and General Manager, Europe Systems & Service, North America Service & Unitary Products Group...

  • Page 23
    ...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, 2014 36,687 First Quarter Second Quarter Third Quarter Fourth Quarter Year $ $ Common Stock Price Range 2014 2013...

  • Page 24
    ... 1,009,379 - - - - - Average Price Paid per Share $49.51 - - - - - Total Number of Shares Purchased as Part of the Publicly Announced Program 1,009,379 - - - - - In July 2014, Citibank reduced its holding of the Company's stock by 250,000 shares in connection with the Equity Swap Agreement. 24

  • Page 25
    ... Stock Index and companies in our Diversified Industrials Peer Group.* This graph assumes the investment of $100 on September 30, 2009 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 26
    ...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 27
    .... 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 28
    ...net sales increased 3% as compared to the prior year. The favorable impacts of higher Automotive Experience volumes globally, and higher global battery shipments and improved pricing in the Power Solutions business were partially offset by lower market demand for Building Efficiency in North America...

  • Page 29
    ... income Change -1% $ The decrease in equity income was primarily due to prior year gains on acquisitions of a partially-owned affiliates in the Automotive Experience business ($106 million) and lower current year income at certain Power Solutions and Building Efficiency partiallyowned affiliates...

  • Page 30
    ... 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 provisions included amounts sufficient to pay...

  • Page 31
    ... of the nonU.S. subsidiaries related to the Global Workplace Solutions business, which resulted in $35 million of tax expense. In the third quarter of fiscal 2014, the Company disposed of its Automotive Experience Interiors headliner and sun visor product lines. Refer to Note 2, "Acquisitions and...

  • Page 32
    ...customer accounts and lower project work ($264 million), partially offset by incremental sales from a prior year business acquisition ($66 million) and the favorable impact of foreign currency translation ($12 million). The increase in Asia was due to higher volumes of equipment and controls systems...

  • Page 33
    ...the Year Ended September 30, Change 2014 2013 8% $ 880 $ 710 (12) 8% 6 8% $ 886 $ 698 (in millions) Seating Interiors * Measure not meaningful Net Sales: • Change 24% * 27% The increase in Seating was due to higher volumes ($1.0 billion), incremental sales related to business acquisitions ($139...

  • Page 34
    ...Power Solutions Year Ended September 30, 2014 2013 6,632 $ 6,358 1,061 1,004 (in millions) Net sales Segment income • Change 4% 6% $ Net sales increased due to incremental sales related to a business acquisition ($141 million), higher sales volumes ($74 million), favorable pricing and product...

  • Page 35
    ... pricing in the Power Solutions business, and improved market conditions in the North America residential market were partially offset by softness in global building demand. Refer to the segment analysis below within Item 7 for a discussion of net sales by segment. Cost of Sales / Gross Profit Year...

  • Page 36
    ... the Power Solutions business ($9 million). Refer to the segment analysis below within Item 7 for a discussion of segment income by segment. Income Tax Provision Year Ended September 30, 2013 2012 696 $ 161 (in millions) Income tax provision * Measure not meaningful Change * $ The effective rate...

  • Page 37
    ... 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 provisions included amounts sufficient to pay...

  • Page 38
    ... sale of the Automotive Experience Electronics' HomeLink® product line, partially offset by a fiscal 2013 tax charge of $210 million related to foreign undistributed earnings of the non-U.S. subsidiaries primarily related to the Electronics business, and higher selling, general and administrative...

  • Page 39
    ...) North America Systems and Service Global Workplace Solutions Asia Other * Measure not meaningful Net Sales: • Change 13% * 4% -37% 9% The decrease in North America Systems and Service was due to a reduction in truck-based volumes ($46 million), lower volumes of equipment and controls systems...

  • Page 40
    ... September 30, Change 2013 2012 3% $ 710 $ 683 (12) (23) 1% 2% $ 698 $ 660 (in millions) Seating Interiors Change 4% -48% 6% Net Sales: • The increase in Seating was due to higher volumes to the Company's major OEM customers ($407 million), incremental sales due to business acquisitions ($89...

  • Page 41
    ... than the prior year. The increase was primarily due to the business acquisitions in the Building Efficiency Other and Power Solutions segments, partially offset by the reclassification of goodwill as assets held for sale for the Building Efficiency Global Workplace Solutions segment and impairment...

  • Page 42
    ... quarter of fiscal 2013. Of the total impairment charge, $57 million related to the Automotive Experience Interiors segment, $40 million related to the Building Efficiency Other segment, $22 million related to the Automotive Experience Seating segment, $18 million related to the Power Solutions...

  • Page 43
    ...prior year. The decrease was primarily due to acquisitions of the controlling interest in formerly unconsolidated Building Efficiency and Power Solutions affiliates, partially offset by positive earnings at certain Automotive Experience affiliates. LIQUIDITY AND CAPITAL RESOURCES Working Capital (in...

  • Page 44
    ..., higher income tax payments and higher pension and postretirement contributions, partially offset by favorable changes in accounts receivable. The increase in cash used by investing activities was primarily due to cash paid for the ADT acquisition and lower cash received from business divestitures...

  • Page 45
    ... to consolidated financial statements for further information regarding the ADT acquisition. • In March 2014, the Company entered into a nine-month, $150 million, floating rate term loan scheduled to mature in December 2014. Proceeds from the term loan were used for general corporate purposes. The...

  • Page 46
    .... Revenue Recognition The Company's Building Efficiency business recognizes revenue from certain long-term contracts over the contractual period under the percentage-of-completion (POC) method of accounting. This method of accounting recognizes sales and gross profit as work is performed based on...

  • Page 47
    ... 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 services...

  • Page 48
    ... 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 return rates...

  • Page 49
    ... cash projections. Refer to Note 18, "Income Taxes," of the notes to consolidated financial statements for the Company's income tax disclosures. NEW ACCOUNTING PRONOUNCEMENTS In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, "Revenue from Contracts with Customers (Topic...

  • Page 50
    ... interest immediately before the acquisition date (step acquisition). ASU No. 2013-05 was early adopted by the Company in the quarter ended September 30, 2014. The adoption of this guidance did not have a significant impact on the Company's consolidated financial condition or results of operations...

  • Page 51
    ... in Note 10, "Derivative Instruments and Hedging Activities," and Note 11, "Fair Value Measurements," of the notes to consolidated financial statements. Foreign Exchange The Company has manufacturing, sales and distribution facilities around the world and thus makes investments and enters into...

  • Page 52
    ... of existing owned facilities, primarily in the Power Solutions business. At September 30, 2014 and 2013, the Company recorded conditional asset retirement obligations of $52 million and $56 million, respectively. Additionally, the Company is involved in a number of product liability and various...

  • Page 53
    ... 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, 2014, 2013 and 2012...

  • Page 54
    ..., on the financial statement schedule, 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...

  • Page 55
    ...management has excluded Air Distribution Technologies, Inc. (ADT) from its assessment of internal control over financial reporting as of September 30, 2014 because ADT was acquired by the Company in June 2014. We have also excluded ADT from our audit of internal control over financial reporting. ADT...

  • Page 56
    ... Automotive Experience and Power Solutions products and systems and Building Efficiency installed systems. Services are Building Efficiency technical and Global Workplace Solutions. Certain items do not sum due to rounding. ** The accompanying notes are an integral part of the financial statements...

  • Page 57
    Johnson Controls, Inc. Consolidated Statements of Comprehensive Income (Loss) Year Ended September 30, 2014 2013 2012 $ 1,335 $ 1,292 $ 1,310 (in millions) Net income Other comprehensive income (loss), net of tax: Foreign currency translation adjustments Realized and unrealized gains (losses) on ...

  • Page 58
    ... plant and equipment - net Goodwill Other intangible assets - net Investments in partially-owned affiliates Noncurrent assets held for sale Other noncurrent assets Total assets Liabilities and Equity Short-term debt Current portion of long-term debt Accounts payable Accrued compensation and benefits...

  • Page 59
    ... 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 divestitures Changes in long-term investments Other...

  • Page 60
    ...2011 Comprehensive income (loss) Cash dividends Common ($0.72 per share) Redemption value adjustment attributable to redeemable noncontrolling interests Repurchases of common stock Other, including options exercised At September 30, 2012... notes are an integral part of the financial statements. 60

  • Page 61
    ... 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 62
    ... 30, 2013 was $56 million, which represented the Company's maximum exposure to loss. Current assets and liabilities related to the VIE were immaterial and represented normal course of business trade receivables and payables for all presented periods. In the first quarter of fiscal 2014, the Company...

  • Page 63
    ... 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 64
    ... using the straight-line method for financial reporting purposes and accelerated methods for income tax purposes. The estimated useful lives range from 3 to 40 years for buildings and improvements and from 3 to 15 years for machinery and equipment. The Company capitalizes interest on borrowings...

  • Page 65
    ... 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 services...

  • Page 66
    ... Efficiency business to align with its new management reporting structure and business activities. Prior to this reorganization, Building Efficiency was comprised of five reportable segments for financial reporting purposes: North America Systems, North America Service, Global Workplace Solutions...

  • Page 67
    ... products in North America. On June 13, 2014, the Company completed a public offering of $1.7 billion aggregate principal amount of fixed rate senior notes to finance the purchase of ADT. In connection with the ADT acquisition, the Company recorded goodwill of $837 million in the Building Efficiency...

  • Page 68
    ... equity investments in the partially-owned affiliates 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...

  • Page 69
    ...® product line to Gentex Corporation. In the second quarter of fiscal 2014, the Company announced that it had reached a definitive agreement to sell the remainder of the Automotive Experience Electronics business to Visteon Corporation, subject to regulatory and other approvals. The sale closed on...

  • Page 70
    ... Trim Systems. As a result, a majority of the Automotive Experience Interiors business met the criteria to be classified as held for sale. Additionally, in September 2014, the Company announced its intention to divest its Global Workplace Solutions business and has determined that the business meets...

  • Page 71
    ...): September 30, 2014 Global Workplace Solutions $ 20 723 9 57 34 253 35 - 47 1,178 3 591 128 246 968 $ Interiors Cash and cash equivalents Accounts receivable - net Inventories Other current assets Property, plant and equipment - net Goodwill Other intangible assets - net Investments in partially...

  • Page 72
    ... property, plant and equipment Less: accumulated depreciation Property, plant and equipment - net $ 3,254 $ 7,944 1,151 370 12,719 (6,405) 6,314 $ 2013 3,046 8,189 1,441 374 13,050 (6,465) 6,585 $ Interest costs capitalized during the fiscal years ended September 30, 2014, 2013 and 2012 were $28...

  • Page 73
    ... and 2013 were as follows (in millions): September 30, 2012 Building Efficiency North America Systems and Service Global Workplace Solutions Asia Other Automotive Experience Seating Interiors Electronics Power Solutions Total $ 2,484 402 250 1,040 6,982 $ 1,229 187 396 994 Business Acquisitions...

  • Page 74
    ... 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 return rates...

  • Page 75
    ... administrative and production facilities and equipment are leased under long-term agreements. Most leases contain renewal options for varying periods, and certain leases include options to purchase the leased property during or at the end of the lease term. Leases generally require the Company...

  • Page 76
    ... (in millions): September 30, 2014 Bank borrowings and commercial paper Weighted average interest rate on short-term debt outstanding $ 183 $ 3.8% 2013 119 4.6% During fiscal 2013, the Company replaced its $2.5 billion committed four-year credit facility, scheduled to mature in February 2015...

  • Page 77
    ... to consolidated financial statements for further information regarding the ADT acquisition. In March 2014, the Company entered into a nine-month, $150 million, floating rate term loan scheduled to mature in December 2014. Proceeds from the term loan were used for general corporate purposes. The...

  • Page 78
    ... million euro, floating rate credit facility scheduled to mature in November 2017. The Company drew on the credit facility during the quarter ended December 31, 2012. Proceeds from the facility were used for general corporate purposes. In November 2012, the Company retired $100 million in principal...

  • Page 79
    ...'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 these liabilities, allowing the Company to fix a portion of the liabilities at a stated amount. As of September 30, 2014 and 2013, the Company...

  • Page 80
    ... losses 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, 2014 and 2013 and amounts recorded in AOCI net of tax in the consolidated statements of financial position (in...

  • Page 81
    ... 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, 2014 1 18 - (1) 18 $ $ 2013 (8) $ 25 (5) 65 77 $ 2012 23 (19) 1 6 11 The...

  • Page 82
    ... 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 83
    ..., 2014 and 2013. The fair value of foreign currency exchange derivatives not designated as hedging instruments under ASC 815 are recorded in the consolidated statements of income. Commodity derivatives - The Company selectively hedges anticipated transactions that are subject to commodity price risk...

  • Page 84
    ...'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 85
    ... vest under the same terms and conditions as stock option awards; however, they are settled in cash for the difference between the market price on the date of exercise and the exercise price. As a result, SARs are recorded in the Company's consolidated statements of financial position as a liability...

  • Page 86
    ... 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, 2014, and changes for the fiscal year then ended, is presented below: Weighted Average Price...

  • Page 87
    .... 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 88
    During the three months ended September 30, 2014 and 2013, the Company declared a dividend of $0.22 and $0.19, respectively, per common share. During the twelve months ended September 30, 2014 and 2013, the Company declared four quarterly dividends totaling $0.88 and $0.76, respectively, per common ...

  • Page 89
    ... of tax): Equity Attributable to Johnson Controls, Inc. At September 30, 2011 Total comprehensive income: Net income Foreign currency translation adjustments Realized and unrealized gains on derivatives Realized and unrealized losses on marketable common stock Pension and postretirement plans Other...

  • Page 90
    ... adjustment Other Ending balance, September 30 $ The following schedules present changes in accumulated other comprehensive income (AOCI) attributable to Johnson Controls, Inc. (in millions, net of tax): Year Ended September 30, 2014 Foreign currency translation adjustments Balance at beginning of...

  • Page 91
    ... of sales and selling, general and administrative expenses for the consolidated statement of income. 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...

  • Page 92
    ... fiscal years ended 2014, 2013 and 2012, 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 93
    ... category. The expected return 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...

  • Page 94
    ... Prices Other in Active Observable Total as of Markets Inputs September 30, 2014 (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-U.S. Pension...

  • Page 95
    ... Large-Cap Small-Cap International - Developed International - Emerging Fixed Income Securities Government Corporate/Other Commodities Real Estate Total Fair Value Measurements Using: Significant Quoted Prices Other in Active Observable Total as of Markets Inputs September 30, 2013 (Level 1) (Level...

  • Page 96
    ...the commodities is determined by quoted market prices of the underlying holdings on regulated financial exchanges. Hedge Funds: The fair value of hedge funds is accounted for by the custodian. The custodian obtains valuations from underlying managers based on market quotes for the most liquid assets...

  • Page 97
    ... 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, 2012 Additions net of redemptions Realized gain Unrealized gain (loss) Asset value as of September 30, 2013 Additions net of...

  • Page 98
    ...-U.S. Plans 2014 1,477 $ 2013 1,905 $ Postretirement Benefits 2014 - $ 2013 - Amounts recognized in the statement of financial position consist of: Prepaid benefit cost Accrued benefit liability Net amount recognized Weighted Average Assumptions (2) Discount rate (3) Rate of compensation increase...

  • Page 99
    ...investments. The weighted average discount rate and rate of compensation increase assumptions at September 30, 2014 are 2.30% and 2.10%, respectively. Fiscal 2013 includes $14 million of projected benefit obligations transferred to liabilities held for sale on the consolidated statement of financial...

  • Page 100
    ... and impairment costs in the consolidated statements of income. 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...

  • Page 101
    ...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 automotive manufacturers to operations, the Company is affected by the general business conditions in...

  • Page 102
    ...recorded a $14 million impairment charge within selling, general, and administrative expenses in the Power Solutions segment. The impairment reduced the investment to zero and was measured under a market approach using the publicized share price. The inputs utilized in the analysis are classified as...

  • Page 103
    ... of the notes to consolidated financial statements for further information regarding the goodwill impairment charges recorded in the fourth quarter of fiscal 2014 and 2013. 18. INCOME TAXES At March 31, 2014, the Company determined that its Automotive Experience Electronics segment met the criteria...

  • Page 104
    ... an overall increase to its valuation allowances of $47 million primarily due to a discrete period income tax adjustment in the fourth quarter. In the fourth quarter of fiscal 2012, the Company determined that it was more likely than not that deferred tax assets within Power Solutions in China...

  • Page 105
    ... of the nonU.S. subsidiaries related to the Global Workplace Solutions business, which resulted in $35 million of tax expense. In the third quarter of fiscal 2014, the Company disposed of its Automotive Experience Interiors headliner and sun visor product lines. Refer to Note 2, "Acquisitions and...

  • Page 106
    ... quarter of fiscal 2014, the Company provided income tax expense on the foreign undistributed earnings of the nonU.S. subsidiaries related to the Global Workplace Solutions business, which resulted in $35 million of incremental tax expense. Refer to "Capitalization" within the "Liquidity and Capital...

  • Page 107
    ... Efficiency business to align with its new management reporting structure and business activities. Prior to this reorganization, Building Efficiency was comprised of five reportable segments for financial reporting purposes: North America Systems, North America Service, Global Workplace Solutions...

  • Page 108
    ...seat systems. Interiors produces instrument panels, floor consoles and door panels. Power Solutions Power Solutions services both automotive original equipment manufacturers and the battery aftermarket by providing advanced battery technology, coupled with systems engineering, marketing and service...

  • Page 109
    2014 Net Sales Building Efficiency North America Systems and Service Global Workplace Solutions Asia Other Automotive Experience Seating Interiors Power Solutions Total net sales $ Year Ended September 30, 2013 2012 $ 4,336 4,079 2,069 3,680 14,164 17,531 4,501 22,032 6,632 42,828 $ 4,492 4,...

  • Page 110
    2014 Assets Building Efficiency North America Systems and Service Global Workplace Solutions (8) Asia Other Automotive Experience Seating Interiors (8) Electronics (8) Power Solutions Assets held for sale Unallocated Total $ September 30, 2013 2012 $ 2,758 - 1,341 5,459 9,558 8,969 321 - 9,290 ...

  • Page 111
    2014 Capital Expenditures Building Efficiency North America Systems and Service Global Workplace Solutions Asia Other Automotive Experience Seating Interiors Electronics Power Solutions Total (1) $ Year Ended September 30, 2013 2012 $ 37 16 26 160 239 420 181 31 632 328 1,199 $ 12 7 73 106 198...

  • Page 112
    ... the "Equity income" line in the consolidated statements of income for the years ended September 30, 2014, 2013 and 2012. The following table presents summarized financial data for the Company's nonconsolidated partially-owned affiliates. The amounts included in the table below represent 100% of the...

  • Page 113
    ... abandonment of existing owned facilities, primarily in the Power Solutions business. At September 30, 2014 and 2013, the Company recorded conditional asset retirement obligations of $52 million and $56 million, respectively. The Company is involved in a number of product liability and various other...

  • Page 114
    ...over financial reporting, as such term is defined in Exchange Act 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...

  • Page 115
    .... Management has excluded Air Distribution Technologies, Inc. (ADT) from its assessment of internal control over financial reporting as of September 30, 2014 given its acquisition date of ADT in June 2014. ADT is a wholly owned subsidiary of the Company whose combined total assets and total revenues...

  • Page 116
    ... the 2003 Stock Plan for Outside Directors. ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Incorporated by reference to the section entitled "Corporate Governance" of the fiscal 2014 Proxy Statement. ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES Incorporated by...

  • Page 117
    ..., FINANCIAL STATEMENT SCHEDULES Page 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, 2014, 2013 and 2012 Consolidated...

  • Page 118
    ... Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. JOHNSON CONTROLS, INC. By /s/ Brian J. Stief Brian J. Stief Executive Vice President and Chief Financial Officer November 19, 2014 Date: Pursuant to the requirements...

  • Page 119
    ... 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 120
    .... dated as of September 9, 2014, filed herewith.** 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 ended...

  • Page 121
    ...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 122
    ... for the years ended September 30, 2014, 2013, 2012, 2011 and 2010, filed herewith. Subsidiaries of the Registrant, filed herewith. Consent of Independent Registered Public Accounting Firm dated November 19, 2014, filed herewith. Certification by the Chief Executive Officer pursuant to Section...