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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, 2015
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, 2015, the aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant was approximately
$33.0 billion based on the closing sales price as reported on the New York Stock Exchange. As of October 31, 2015, 647,676,732 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 27, 2016 are incorporated by reference into Part III.

Table of contents

  • Page 1
    ... based on the closing sales price as reported on the New York Stock Exchange. As of October 31, 2015, 647,676,732 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...

  • Page 2
    ... STATEMENTS AND SUPPLEMENTARY DATA CHANGES IN AND DISAGREEMENTS 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...

  • Page 3
    ...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-acid automotive...

  • Page 4
    ...2015, Automotive Experience accounted for 54% of the Company's consolidated net sales. The business operates assembly plants that supply automotive OEMs with complete seats on a "just-in-time/in-sequence" basis. Seats are assembled to specific order and delivered on a predetermined schedule directly...

  • Page 5
    ...the OEM market. Power Solutions accounted for 18% of the Company's fiscal 2015 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
    ...2016, commodity prices could fluctuate throughout the year and could significantly affect the results of operations. Intellectual Property Generally, the Company seeks statutory protection for strategic or financially important intellectual property developed in connection with its business. Certain...

  • 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
    ... condition, results of operations, cash flows or the price of our common stock. We may be unable to achieve some or all of the benefits that we expect to achieve from the spin-off. Although we believe that separating our Automotive Experience business from our Building Efficiency and Power Solutions...

  • Page 9
    ... 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 by...

  • Page 10
    ...terms, successfully acquire identified targets or form joint ventures, or manage the timing of acquisitions with capital obligations across our businesses. Additionally, we may not be successful in integrating acquired businesses or joint ventures into our existing operations and achieving projected...

  • Page 11
    ... strategic plan. Organizational and reporting changes as a result of any future leadership transition, corporate initiatives and our proposed separation into two publicly-traded companies could result in increased turnover. Additionally, any unplanned turnover or inability to attract and retain key...

  • Page 12
    ... Chrysler Automobiles N.V. (Chrysler), General Motors Corporation (GM), Daimler AG and Toyota Motor Corporation (Toyota). 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, incur...

  • Page 13
    ... 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 14
    ... and international manufacturers and distributors of leadacid batteries, as well as a large number of smaller, regional competitors. The North American, European and Asian lead-acid battery markets are highly competitive. The manufacturers in these markets compete on price, quality, technical...

  • Page 15
    than projected 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; our ability to secure ...

  • Page 16
    ... 30, 2015, the Company conducted its operations in 55 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 17
    Building Efficiency (continued) Austria Belgium Brazil Canada Vienna (4) Diegem (1),(4) Curitiba...Arab Emirates United Kingdom Russia South Africa Thailand Netherlands Mexico Italy Japan Macau Malaysia Milan...(1) Bridgnorth (3) Whitstable (3) Automotive Experience Alabama Bessemer (1) Clanton Eastaboga...

  • Page 18
    Automotive Experience (continued) Argentina Buenos Aires (1) Rosario Australia Austria Adelaide (1) Graz (1) Mandling Belgium Brazil Assenede (1) Pouso Alegre Quatro Barras (2) Santo Andre (1) Sao Bernardo do Campo Sao Jose dos Pinhais (1) Canada Milton ...

  • Page 19
    Automotive Experience (continued) Italy Grugliasco (1) Melfi Ogliastro Cilento Rocca D'Evandro Japan Hamamatsu Higashiomi Yokohama (1),(4) Yokosuka (2) Korea Ansan (1),(4) Asan Malaysia Melaka (1) Pekan (1) Selangor Darul Ehsan Mexico...Turkey Sweden Thailand Spain South Africa Slovenia Slovakia Russia...

  • Page 20
    ... square feet), there are approximately 541 Building Efficiency branch offices and other administrative offices located in major cities throughout the world. These offices are primarily leased facilities and vary in size in proportion to the volume of business in the particular locality. ITEM 3 LEGAL...

  • Page 21
    ... of existing owned facilities, primarily in the Power Solutions business. At September 30, 2015 and 2014, the Company recorded conditional asset retirement obligations of $59 million and $52 million, respectively. In June 2013, the Company self-reported to the Securities and Exchange Commission (SEC...

  • Page 22
    ...and Compensation Committee. Kim Metcalf-Kupres, 54, was elected a Vice President and named Chief Marketing Officer in May 2013. She previously served as Vice President, Strategy, Marketing and Sales, Power Solutions from 2007 to 2013. Ms. Metcalf-Kupres joined the Company in 1994. Alex A. Molinaroli...

  • Page 23
    ... served as the Chief Operating Officer, Power Solutions in 2014, as Vice President and General Manager - North America, Systems, Service & Solutions from 2013 to 2014, and as Vice President and General Manager Systems & Channels North America from 2010 to 2013. Mr. Walicki joined the Company in 1988...

  • Page 24
    PART II ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The shares of 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 ...

  • Page 25
    ... presents information regarding the repurchase of the Company's common stock by the Company as part of the publicly announced program and purchases of the Company's common stock by Citibank in connection with the Equity Swap Agreement during the three months ended September 30, 2015. Approximate...

  • Page 26
    ... our Diversified Industrials Peer Group.* This graph assumes the investment of $100 on September 30, 2010 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 Department P.O. Box 64874 St...

  • Page 27
    ...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 28
    ... AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General The Company operates in three primary businesses: Building Efficiency, Automotive Experience and Power Solutions. Building Efficiency provides facility systems and services including comfort and energy management for the...

  • Page 29
    ... Automotive Experience volumes globally, incremental sales related to the prior year acquisition of ADT in the Building Efficiency business, higher Building Efficiency volumes in North America and the Middle East markets, and higher global battery shipments and favorable product mix in the Power...

  • Page 30
    ... of partially-owned affiliates in the Power Solutions business ($19 million) and Building Efficiency business ($19 million), partially offset by higher current year income at certain Automotive Experience partially-owned affiliates. Refer to the segment analysis below within Item 7 for a discussion...

  • Page 31
    ... 2015 and 2014, respectively. In the fourth quarter of fiscal 2015, the Company completed its global automotive interiors joint venture with Yanfeng Automotive Trim Systems. Refer to Note 2, "Acquisitions and Divestitures," of the notes to consolidated financial statements for additional information...

  • Page 32
    ... of fiscal 2014, the Company disposed of its Automotive Experience Interiors headliner and sun visor product lines. Refer to Note 2, "Acquisitions and Divestitures," of the notes to consolidated financial statements for additional information. As a result, the Company recorded a pre-tax loss on...

  • Page 33
    .... Building Efficiency Net Sales for the Year Ended September 30, 2015 2014 $ 4,443 $ 4,336 1,957 2,069 4,110 3,680 $ 10,510 $ 10,085 Segment Income for the Year Ended September 30, Change 2015 2014 2% $ 513 $ 448 -5% 283 332 12% 127 37 4% $ 923 $ 817 (in millions) North America Systems and Service...

  • Page 34
    ... year business divestiture ($19 million), net unfavorable pricing and commercial settlements ($12 million), and the unfavorable impact of foreign currency translation ($4 million). • Power Solutions Year Ended September 30, 2015 2014 6,590 $ 6,632 1,153 1,052 (in millions) Net sales Segment...

  • Page 35
    ...net sales increased 4% 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 36
    ...the Power Solutions business ($19 million) and Building Efficiency business ($19 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, 2014 2013 407 $ 674 (in millions) Income tax provision $ Change...

  • Page 37
    ... tax benefit of $51 million due to change in entity status. 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 Divestitures," of the notes to consolidated financial statements...

  • Page 38
    ... in a Power Solutions partially-owned affiliate. Refer to Note 3, "Discontinued Operations," of the notes to consolidated financial statements for further information regarding the Company's discontinued operations. Net Income Attributable to Johnson Controls, Inc. Year Ended September 30, 2014 2013...

  • Page 39
    .... Building Efficiency Net Sales for the Year Ended September 30, 2014 2013 $ 4,336 $ 4,492 2,069 2,022 3,680 3,812 $ 10,085 $ 10,326 Segment Income for the Year Ended September 30, Change 2014 2013 -3% $ 448 $ 498 2% 332 270 -3% 37 77 -2% $ 817 $ 845 (in millions) North America Systems and Service...

  • Page 40
    ...engineering expenses ($2 million) and a current year pension settlement loss ($1 million). • Power Solutions Year Ended September 30, 2014 2013 6,632 $ 6,358 1,052 999 (in millions) Net sales Segment income • Change 4% 5% $ Net sales increased due to incremental sales related to a business...

  • Page 41
    ... for the reporting unit. The Building Efficiency Other - Latin America reporting unit has no remaining goodwill at September 30, 2015 and 2014. During fiscal 2013, based on a combination of factors, including the operating results of the Automotive Experience Interiors business, restrictions on...

  • Page 42
    ...affiliates") at September 30, 2015 were $2.1 billion, $1.1 billion higher than the prior year. The increase was primarily due to the Company's contribution of its Automotive Experience Interiors business to the newly created joint venture with Yanfeng Automotive Trim Systems and positive earnings at...

  • Page 43
    ... by a decrease in accounts payable due to changes in foreign exchange rates and timing of supplier payments, and the impact of the Automotive Experience Interiors joint venture formation. The Company's days sales in accounts receivable at September 30, 2015 were 56, a slight increase from 54 at...

  • Page 44
    ...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 debt Total debt Shareholders' equity attributable to Johnson Controls, Inc. Total capitalization Total debt as...

  • 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
    ... Company's Automotive Experience, Building Efficiency and Power Solutions businesses and included workforce reductions, plant closures, and asset and goodwill impairments. The Company currently estimates that upon completion of the restructuring actions, the fiscal 2014 and 2013 restructuring plans...

  • Page 47
    ... warranties and long-term service 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...

  • Page 48
    ...to consolidated financial statements for information regarding the impairment testing performed in fiscal years 2015, 2014 and 2013. Employee Benefit Plans The Company provides a range of benefits to its employees and retired employees, including pensions and postretirement benefits. Plan assets and...

  • Page 49
    ...flows. Product Warranties The Company offers warranties to its customers depending 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...

  • Page 50
    ... and Capital Resources" section for discussion of domestic and foreign 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 September 2015, the FASB issued Accounting Standards...

  • Page 51
    ... financial statements. Foreign Exchange The Company has manufacturing, sales and distribution facilities around the world and thus makes investments and enters into transactions denominated in various foreign currencies. In order to maintain strict control and achieve the benefits of the Company...

  • Page 52
    ... environmental matters that are expected to be addressed at the retirement, disposal, removal or abandonment of existing owned facilities, primarily in the Power Solutions business. At September 30, 2015 and 2014, the Company recorded conditional asset retirement obligations of $59 million and $52...

  • Page 53
    The Company is involved in various lawsuits, claims and proceedings incident to the operation of its businesses, including those pertaining to product liability, environmental, safety and health, intellectual property, employment, commercial and contractual matters, and various other casualty ...

  • Page 54
    ... the notes to consolidated financial statements for additional details. (in millions, except per share data) (unaudited) 2015 Net sales Gross profit Net income (1) Net income attributable to Johnson Controls, Inc. Earnings per share Basic Diluted 2014 Net sales Gross profit Net income (2) Net income...

  • Page 55
    ... Page Report of Independent Registered Public Accounting Firm Consolidated Statements of Income for the years ended September 30, 2015, 2014 and 2013 Consolidated Statements of Comprehensive Income (Loss) for the years ended September 30, 2015, 2014 and 2013 Consolidated Statements of Financial...

  • Page 56
    ...internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control...

  • Page 57
    ...and systems consist of Automotive Experience and Power Solutions products and systems and Building Efficiency installed systems. Services are Building Efficiency technical services. Certain items do not sum due to rounding. ** The accompanying notes are an integral part of the financial statements...

  • Page 58
    ...common stock Pension and postretirement plans Other comprehensive loss Total comprehensive income Comprehensive income attributable to noncontrolling interests Comprehensive income attributable to Johnson Controls, Inc. The accompanying notes are an integral part of the financial statements. $ (825...

  • Page 59
    ... 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 60
    ... 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 61
    Johnson Controls, Inc. Consolidated Statements of Shareholders' Equity Attributable to Johnson Controls, Inc. (in millions, except per share data) At September 30, 2012 Comprehensive income (loss) Cash dividends Common ($0.76 per share) Redemption value adjustment attributable to redeemable ...

  • Page 62
    ... 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 63
    ... beyond the Company's control extend the period of time required to sell the disposal group beyond one year; the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions required to complete the plan indicate that...

  • Page 64
    ...conditions and any specific customer collection issues the Company has identified. The Company enters into supply chain financing programs to sell certain accounts receivable without recourse to third-party financial institutions. Sales of accounts receivable are reflected as a reduction of accounts...

  • Page 65
    ... financial statements for information regarding the impairment testing performed in fiscal years 2015, 2014 and 2013. Percentage-of-Completion Contracts The Building Efficiency business records certain long-term contracts under the percentage-of-completion (POC) method of accounting. Under...

  • Page 66
    ... warranties and long-term service 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...

  • Page 67
    ... fiscal year or at the date of a remeasurement event. Refer to Note 15, "Retirement Plans," of the notes to consolidated financial statements for disclosure of the Company's pension and postretirement benefit plans. Retrospective Changes Certain amounts as of September 30, 2015, 2014 and 2013, as...

  • Page 68
    ... financial statements. In connection with the divestitures, the Company recorded a gain of $45 million within selling, general and administrative expenses on the consolidated statements of income and reduced goodwill by $16 million in the Building Efficiency North America Systems and Service segment...

  • Page 69
    ... includes $19 million for the Power Solutions business and $19 million for the Building Efficiency Asia business. In the third quarter of fiscal 2014, the Company completed the divestiture of the Automotive Experience Interiors headliner and sun visor product lines. As part of this divestiture, the...

  • Page 70
    ...2013, the Company completed the sale of its Automotive Experience Electronics' HomeLink® 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...

  • Page 71
    ... of its businesses met the criteria to be classified as held for sale. In April 2015, the Company signed an agreement formally establishing the previously announced automotive interiors joint venture with Yanfeng Automotive Trim Systems. The formation of the joint venture closed on July 2, 2015. The...

  • Page 72
    ... Other current assets Property, plant and equipment - net Goodwill Other intangible assets - net Investments in partially-owned affiliates Other noncurrent assets Assets held for sale Short-term debt Accounts payable Accrued compensation and benefits Other current liabilities Liabilities held...

  • Page 73
    ...each of the Company's reporting segments for the fiscal years ended September 30, 2015 and 2014 were as follows (in millions): September 30, 2013 Building Efficiency North America Systems and Service Global Workplace Solutions Asia Other Automotive Experience Seating Interiors Power Solutions Total...

  • Page 74
    ... for the reporting unit. The Building Efficiency Other - Latin America reporting unit has no remaining goodwill at September 30, 2015 and 2014. During fiscal 2013, based on a combination of factors, including the operating results of the Automotive Experience Interiors business, restrictions on...

  • Page 75
    ... leases include options to purchase the leased property during or at the end of 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...

  • Page 76
    ... future operations. Total interest paid on both short and long-term debt for the fiscal years ended September 30, 2015, 2014 and 2013 was $373 million, $314 million and $300 million, respectively. The Company uses financial instruments to manage its interest rate exposure (see Note 10, "Derivative...

  • 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
    ... 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 guidelines. As cash flow hedges, the effective portion of the hedge gains or losses due to changes in...

  • Page 79
    ... 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, 2015 Other current assets Foreign currency exchange derivatives Interest rate swaps Cross...

  • Page 80
    ... 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, 2015 (3) $ (12) - (9) (24) $ 2014 1 18 - (1) 18 $ $ 2013 (8) 25 (5) 65 77 The...

  • Page 81
    ... 30, 2015 and 2014 (in millions): Fair Value Measurements Using: Significant Quoted Prices Other in Active Observable Markets Inputs (Level 1) (Level 2) $ - - - - 4 164 $ $ 168 58 1 5 5 - - 69 63 7 $ $ $ Total as of September 30, 2015 Other current assets Foreign currency exchange derivatives...

  • Page 82
    ..., 2015 and 2014. 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 83
    ... gains within selling, general and administrative expenses in the Automotive Experience Seating segment. Equity swaps - The Company selectively uses equity swaps to reduce market risk associated with certain of its stock-based compensation plans, such as its deferred compensation plans. The equity...

  • Page 84
    ... ASC 718, "Compensation - Stock Compensation." The tax benefit from the exercise of stock options, which is recorded in capital in excess of par value, was $59 million, $34 million and $35 million for the fiscal years ended September 30, 2015, 2014 and 2013, respectively. The Company does not settle...

  • Page 85
    ... 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, 2015, and changes for the fiscal year then ended, is presented below: Weighted Average Price...

  • Page 86
    ... market price during the period. 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...

  • Page 87
    ... of tax): Equity Attributable to Johnson Controls, Inc. At September 30, 2012 Total comprehensive income: Net income Foreign currency translation adjustments Realized and unrealized losses on derivatives Realized and unrealized gains on marketable common stock Pension and postretirement plans Other...

  • Page 88
    ...65 billion. The share repurchase program does not have an expiration date and may be amended or terminated by the Board of Directors at any time without prior notice. During fiscal 2015 and 2014, the Company repurchased approximately $1.4 billion and $1.2 billion of its common shares, respectively...

  • Page 89
    ...net of tax on the consolidated statements 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 of service and average compensation or a monthly...

  • Page 90
    ... related to its Building Efficiency business in the U.S., none of which are individually significant to the Company. The number of employees covered by the Company's multiemployer benefit plans has remained consistent over the past three years, and there have been no significant changes that affect...

  • Page 91
    ... as well as growth, value and small to large capitalizations. Fixed income investments include corporate and government issues, with short-, mid- and long-term maturities, with a focus on investment grade when purchased and a target duration close to that of the plan liability. Investment and market...

  • Page 92
    ... Quoted Prices Other in Active Observable Total as of Markets Inputs September 30, 2015 (Level 1) (Level 2) Asset Category U.S. Pension Cash Equity Securities Large-Cap Small-Cap International - Developed Fixed Income Securities Government Corporate/Other Real Estate Total Non-U.S. Pension Cash...

  • Page 93
    ... 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, 2014 (Level 1) (Level...

  • Page 94
    ...quoted market prices. If indirect quoted market prices 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. Commodities...

  • Page 95
    ...gain (loss) Unrealized gain Asset value as of September 30, 2015 Non-U.S. Pension Asset value as of September 30, 2013 Additions net of redemptions Unrealized gain Transfers out - to Level 2 Asset value as of September 30, 2014 Additions net of redemptions Unrealized loss Asset value as of September...

  • Page 96
    ..., the changes in plan assets and the funded status (in millions): Pension Benefits U.S. Plans September 30, Accumulated Benefit Obligation Change in Projected Benefit Obligation Projected benefit obligation at beginning of year Service cost Interest cost Plan participant contributions Acquisitions...

  • Page 97
    ... financial statements for further information regarding the Company's disposal groups classified as held for sale. (2) (3) Plan assets and obligations are determined based on a September 30 measurement date at September 30, 2015 and 2014. The Company considers the expected benefit payments...

  • Page 98
    ...Automotive Experience, Building Efficiency and Power Solutions businesses and at Corporate. The costs consist primarily of workforce reductions, plant closures and asset impairments. Of the restructuring and impairment costs recorded, $182 million related to the Automotive Experience Seating segment...

  • Page 99
    ...Automotive Experience Electronics business in fiscal 2014. The following table summarizes the changes in the Company's 2014 Plan reserve, included within other current liabilities in the consolidated statements of financial position (in millions): Employee Severance and Termination Benefits Original...

  • Page 100
    ... and liabilities held for sale. The Company's fiscal 2015, 2014, and 2013 restructuring plans included workforce reductions of approximately 13,900 employees (8,200 for the Automotive Experience business, 4,700 for the Building Efficiency business, 900 for the Power Solutions business and 100 for...

  • Page 101
    ...related to the Building Efficiency Other segment, $22 million related to the Automotive Experience Seating segment, $18 million related to the Power Solutions segment, $12 million related to corporate assets and $7 million related to various segments within the Building Efficiency business. Refer to...

  • Page 102
    ...the notes to consolidated financial statements for further information regarding the Company's discontinued operations. The more significant components of the Company's income tax provision from continuing operations are as follows (in millions): Year Ended September 30, 2014 753 $ 671 $ (23) 7 (198...

  • Page 103
    ...ordinary course of the Company's business, there are many transactions and calculations where the ultimate tax determination is uncertain. The Company is regularly under audit by tax authorities. At September 30, 2015, the Company had gross tax effected unrecognized tax benefits of $1,235 million of...

  • Page 104
    ... 2014 and 2013, respectively. In the fourth quarter of fiscal 2015, the Company completed its global automotive interiors joint venture with Yanfeng Automotive Trim Systems. Refer to Note 2, "Acquisitions and Divestitures," of the notes to consolidated financial statements for additional information...

  • Page 105
    ... during the fiscal year ended September 30, 2015. These law changes did not have a material impact on the Company's consolidated financial statements. As a result of changes to Mexican tax law in the first quarter of fiscal 2014, the Company recorded a benefit to income tax expense of $25...

  • Page 106
    ..., 2015 Deferred tax assets Accrued expenses and reserves Employee and retiree benefits Net operating loss and other credit carryforwards Research and development Joint ventures and partnerships Other Valuation allowances Deferred tax liabilities Property, plant and equipment Intangible assets Joint...

  • Page 107
    ... 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 and new construction markets. • • Automotive Experience...

  • Page 108
    .... Financial information relating to the Company's reportable segments is as follows (in millions): Year Ended September 30, 2014 2015 Net Sales Building Efficiency North America Systems and Service Asia Other Automotive Experience Seating Interiors Power Solutions Total net sales $ 2013 $ 4,443...

  • Page 109
    ... 11,635 7,459 804 2,514 $ 32,804 $ 31,518 2015 Depreciation/Amortization Building Efficiency North America Systems and Service Asia Other Automotive Experience Seating Interiors Power Solutions Discontinued Operations Total $ Year Ended September 30, 2014 2013 $ 43 23 131 197 345 21 366 297...

  • Page 110
    2015 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, 2014 2013 $ 37 16 30 185 268 437 121 - 558 309 1,135 $ 37 16 26 160 239...

  • Page 111
    ... the "Equity income" line in the consolidated statements of income for the years ended September 30, 2015, 2014 and 2013. 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 112
    ... environmental matters that are expected to be addressed at the retirement, disposal, removal or abandonment of existing owned facilities, primarily in the Power Solutions business. At September 30, 2015 and 2014, the Company recorded conditional asset retirement obligations of $59 million and $52...

  • Page 113
    ...Exchange Act, and that 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...

  • Page 114
    ... Statement), dated and to be filed with the SEC on or about December 14, 2015, as follows: ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE OTHER INFORMATION Incorporated by reference to the sections entitled "Q: Where can I find Corporate Governance materials for Johnson Controls...

  • Page 115
    ... STOCKHOLDER MATTERS Incorporated by reference to the section entitled "Johnson Controls Share Ownership" of the fiscal 2015 Proxy Statement. The following table provides information about the Company's equity compensation plans as of September 30, 2015: (a) (b) (c) Number of Securities Remaining...

  • Page 116
    ...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, 2015, 2014 and 2013 Consolidated Statements of Comprehensive Income (Loss...

  • Page 117
    ... Securities Exchange 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 18, 2015 Date: Pursuant...

  • Page 118
    ... Exhibit 4.1 to Johnson Controls, Inc. Registration Statement on Form S-3 [Reg. No. 333-157502]). Credit Agreement, dated as of August 6, 2013 among Johnson Controls, Inc., the financial institutions parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to...

  • Page 119
    ...Controls, Inc. Executive Survivor Benefits Plan, as amended and restated effective September 15, 2009 (incorporated by reference to Exhibit 10.D to Johnson Controls, Inc.'s Annual Report on Form 10-K for the year ended September 30, 2009) (Commission File No. 1-5097).** Tax Refund Purchase Agreement...

  • Page 120
    ... effective July 15, 2015, filed herewith (Commission File No. 1-5097) ** Johnson Controls, Inc. Compensation Summary for Non-Employee Directors as amended and restated effective October 1, 2014 (incorporated by reference to Exhibit 10.Q to Johnson Controls, Inc.'s Annual Report on Form 10-K for...

  • Page 121
    ... for the years ended September 30, 2015, 2014, 2013, 2012 and 2011, filed herewith. Subsidiaries of the Registrant, filed herewith. Consent of Independent Registered Public Accounting Firm dated November 18, 2015, filed herewith. Certification by the Chief Executive Officer pursuant to Section...