R
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Wisconsin
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39-0380010
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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5757 North Green Bay Avenue
Milwaukee, Wisconsin
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53209
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock
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New York Stock Exchange
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Large accelerated filer
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R
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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(Do not check if a smaller reporting company)
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Page
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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ITEM 15.
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ITEM 1
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BUSINESS
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ITEM 1A
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RISK FACTORS
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ITEM 1B
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UNRESOLVED STAFF COMMENTS
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ITEM 2
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PROPERTIES
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Building Efficiency
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Alabama
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Dothan (3)
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Minnesota
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Fridley (3)
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Geneva (3)
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Plymouth (1),(4)
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Huntsville (2)
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Mississippi
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Hattiesburg (1)
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Arizona
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Tucson (3)
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Olive Branch
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California
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Mira Loma (2),(3)
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Missouri
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Albany
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Sanger (1)
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Grandview (4)
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San Jose (1)
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St. Louis (1),(4)
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Simi Valley (1),(4)
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New Jersey
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Hainesport (1),(4)
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Florida
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Largo (1),(3)
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North Carolina
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Sanford
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Medley (1),(4)
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Tarboro
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Miami (1),(4)
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Ohio
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Cincinnati (3)
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Tampa (1),(4)
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Clayton
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Georgia
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Roswell (1),(4)
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Dayton (4)
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Idaho
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Nampa
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Oklahoma
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Norman (3)
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Illinois
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Elmhurst (1),(4)
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Ponca City (1)
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Mount Prospect (4)
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Oregon
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Portland (1),(4)
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Indiana
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Lebanon
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Pennsylvania
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Audubon (1),(4)
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Rochester (3)
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East Greenville (1),(3)
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Kansas
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Lenexa (1),(4)
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Waynesboro (3)
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Parson (3)
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York (1)
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Wichita (2),(3)
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Texas
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Carrollton (1),(3)
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Kentucky
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Lexington (1),(3)
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Coppell (1)
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Louisville (2),(3)
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El Paso (2)
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Maryland
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Baltimore (1),(4)
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Houston (1),(3)
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Capitol Heights (1),(4)
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Irving (4)
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Rossville (1)
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Plano (1),(4)
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Sparks (1),(4)
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Richardson (1),(4)
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Massachusetts
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Lynnfield (4)
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San Antonio
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Turners Falls (1)
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Washington
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Fife (1),(4)
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Michigan
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Grand Rapids (1),(4)
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Wisconsin
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Milwaukee (2),(4)
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Sterling Heights (1),(4)
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Building Efficiency (continued)
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Austria
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Vienna (4)
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Italy
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Milan (1),(3)
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Belgium
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Diegem (1),(4)
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Japan
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Tokyo (1),(4)
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Brazil
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Curitiba (1),(4)
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Macau
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Macau (1),(4)
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Canada
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Ajax (1),(3)
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Malaysia
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Petaling Jaya (1),(4)
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Markham (2),(4)
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Shah Alam
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Nobel (1)
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Mexico
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Apodaca (1),(3)
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Oakville (1),(4)
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Cienega de Flores (1)
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Prescott (1)
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Durango
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China
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Beijing (1),(4)
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Juarez (2),(3)
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Qingyuan (2),(3)
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Mexicali (1)
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Suzhou (1),(3)
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Monterrey (1),(4)
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Wuxi (3)
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Ojinaga (1)
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Denmark
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Hojbjerg (3)
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Reynosa (3)
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Hornslet (2),(3)
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Santa Catarina (1),(3)
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Viby (3)
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Netherlands
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Dordrecht (3)
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France
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Carquefou Cedex (2),(3)
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Gorinchem (1),(3)
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Colombes (1),(3)
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Russia
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Moscow (1),(3)
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Germany
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Essen (1),(3)
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South Africa
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Isando (1),(4)
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Hamburg (1),(3)
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Thailand
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Amphur Kabinburi (1),(3)
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Mannheim (1),(3)
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Samut Sakhon (1),(4)
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Hong Kong
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Hong Kong (1),(3)
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Turkey
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Manisa (1)
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India
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Bangalore (1)
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United Arab Emirates
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Dubai (1)
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Gurgaon (1),(3)
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United Kingdom
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Bridgnorth (3)
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Mumbai (1),(4)
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Whitstable (3)
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Automotive Experience
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Alabama
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Bessemer (1)
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Missouri
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Eldon (2)
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Clanton
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Riverside (1)
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Eastaboga
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Ohio
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Bryan
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McCalla (1)
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Greenfield
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Georgia
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West Point (1)
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Northwood
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Illinois
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Sycamore
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Wauseon
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Kentucky
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Cadiz
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Tennessee
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Athens
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Georgetown (2)
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Lexington (3)
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Louisville (1)
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Murfreesboro
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Shelbyville (1)
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Pulaski (1)
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Winchester (1)
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Texas
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El Paso (1)
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Michigan
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Auburn Hills (1)
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San Antonio (1)
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Battle Creek
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Cascade (1)
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Detroit
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Highland Park (1)
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Holland (2),(3)
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Lansing (2)
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Monroe (1)
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Plymouth (2),(4)
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Romulus (1)
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Taylor (1)
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Warren (1)
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Zeeland (1)
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Automotive Experience (continued)
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Argentina
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Buenos Aires (1)
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Germany
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Boblingen (1)
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Rosario
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Bochum (2)
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Australia
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Adelaide (1)
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Bremen (1)
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Austria
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Graz (1)
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Burscheid (2),(4)
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Mandling
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Dautphe
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Belgium
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Assenede (1)
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Espelkamp
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Brazil
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Pouso Alegre
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Grefrath
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Quatro Barras (2)
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Grossbottwar (1)
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Santo Andre (1)
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Hilchenbach (1)
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Sao Bernardo do Campo
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Kaiserslautern
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Sao Jose dos Pinhais (1)
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Luneburg
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Canada
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Milton
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Mannweiler (1)
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Mississauga (1)
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Markgroningen (2)
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Tillsonburg
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Neuenburg (1)
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Whitby (2)
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Neuss (1),(4)
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China
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Guangzhou (2)
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Neustadt
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Shanghai (1),(3)
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Rastatt (1)
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Shenyang (1)
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Remscheid (1)
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Wuhu (2)
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Rockenhausen
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Czech Republic
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Bezdecin (1)
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Saarlouis (1)
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Ceska Lipa (4)
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Solingen (3)
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Mlada Boleslav (1)
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Ueberherrn
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Roudnice
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Waghausel
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Rychnov (1)
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Wuppertal (1),(3)
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Strakonice
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Zwickau (1)
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Straz pod Ralskem
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Hungary
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Mezolak
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Zatec
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Mor
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France
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Conflans-sur-Lanterne
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Papa (1)
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Fesches-le-Chatel (1)
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India
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Dharwad (1)
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Laroque D'Olmes
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Pune (2),(3)
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Rosny
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Indonesia
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Bekasi (1)
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Strasbourg
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Purwakarta (1)
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Automotive Experience (continued)
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Italy
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Grugliasco (1)
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Russia
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St. Petersburg (2)
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Melfi
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Togliatti (1)
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Ogliastro Cilento
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Slovakia
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Bratislava (1),(4)
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Rocca D'Evandro
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Kostany nad Turcom (2)
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Japan
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Hamamatsu
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Lozorno (1)
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Higashiomi
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Lucenec
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Yokohama (1),(4)
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Namestovo (1)
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Yokosuka (2)
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Trencin (1),(4)
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Korea
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Ansan (1),(4)
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Zilina (2)
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Asan
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Slovenia
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Novo Mesto (1)
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Malaysia
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Melaka (1)
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Slovenj Gradec
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Pekan (1)
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South Africa
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East London (1)
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Selangor Darul Ehsan
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Johannesburg
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Mexico
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Coahuila (1)
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Port Elizabeth (1)
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El Marquez (3)
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Pretoria
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Juarez
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Swartkops (1)
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Lerma (1)
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Uitenhage (1)
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Matamaros (1)
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Wynberg (1)
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Monclova
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Spain
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Abrera
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Puebla (1)
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Alagon
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Ramos Arizpe
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Almussafes (1)
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Saltillo (2)
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Pedrola
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Tlaxcala
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Redondela (1)
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Toluca (1)
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Valladolid
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Poland
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Bierun
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Sweden
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Goteburg (1)
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Siemianowice
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Thailand
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Chonburi (1)
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Skarbimierz (1)
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Rayong
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Swiebodzin
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Turkey
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Bursa (1)
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Zory
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Kocaeli
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Portugal
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Palmela
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United Kingdom
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Birmingham
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Romania
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Bradu
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Burton-Upon-Trent
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Craiova (1)
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Ellesmere Port (1)
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Jimbolia
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Garston (1)
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Mioveni (1)
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Liverpool (1),(3)
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Pitesti (1)
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Sunderland
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Ploesti
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Telford (1)
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Timisoara (1)
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Wednesbury
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Power Solutions
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Arizona
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Yuma (3)
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Austria
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Vienna (1),(3)
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Delaware
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Middletown (3)
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Brazil
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Sorocaba (3)
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Florida
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Tampa (3)
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China
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Changxing (3)
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Georgia
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Columbus (1)
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Chongqing (3)
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Illinois
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Geneva (3)
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Shanghai (2),(3)
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Indiana
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Ft. Wayne (3)
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Colombia
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Yumbo (2),(3)
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Iowa
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Red Oak (3)
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Czech Republic
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Ceska Lipa (2),(3)
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Kentucky
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Florence (2),(3)
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France
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Rouen
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Michigan
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Holland (3)
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Sarreguemines (3)
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Missouri
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St. Joseph (2),(3)
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Germany
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Hannover (3)
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North Carolina
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Kernersville (3)
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Krautscheid (3)
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Ohio
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Toledo (3)
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Zwickau (2),(3)
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Oregon
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Canby (2),(3)
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Korea
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Gumi (2),(3)
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South Carolina
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Florence (3)
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Mexico
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Celaya
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Oconee (2),(3)
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Cienega de Flores (2)
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Texas
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San Antonio (3)
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Escobedo
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Wisconsin
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Milwaukee (4)
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Garcia
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San Pedro (1),(4)
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Tlalnepantla (1),(4)
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Torreon
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Peru
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Lima (1),(4)
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Spain
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Burgos
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Guadalajara (1)
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Guadamar del Segura
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Ibi (3)
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Sweden
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Hultsfred
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ITEM 3
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LEGAL PROCEEDINGS
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ITEM 4
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MINE SAFETY DISCLOSURES
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ITEM 5
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Title of Class
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Number of Record Holders
as of September 30, 2015
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Common Stock, $1.00 par value
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35,425
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Common Stock Price Range
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Dividends
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||||||||
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2015
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2014
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2015
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2014
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First Quarter
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$ 38.60 - 50.92
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$ 39.42 - 51.90
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$
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0.26
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$
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0.22
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Second Quarter
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44.32 - 52.00
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43.85 - 52.50
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0.26
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0.22
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Third Quarter
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49.14 - 54.52
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43.16 - 50.71
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0.26
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0.22
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Fourth Quarter
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38.48 - 51.85
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43.74 - 51.60
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0.26
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0.22
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Year
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$ 38.48 - 54.52
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$ 39.42 - 52.50
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$
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1.04
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$
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0.88
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Period
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Total Number of Shares Purchased
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Average Price Paid per Share
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Total Number of Shares Purchased as Part of the Publicly Announced Program
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Approximate Dollar Value of Shares that May Yet be Purchased under the Programs
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|||
7/1/15 - 7/31/15
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|||
Purchases by Company
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1,282,989
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$44.11
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1,282,989
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$1,344,041,748
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8/1/15 - 8/31/15
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|||
Purchases by Company
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6,627,266
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$46.02
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6,627,266
|
|
|
$1,039,079,297
|
|
9/1/15 - 9/30/15
|
|
|
|
|
|
|
|
|||
Purchases by Company
|
—
|
|
|
—
|
|
|
—
|
|
|
$1,039,079,297
|
7/1/15 - 7/31/15
|
|
|
|
|
|
|
|
|||
Purchases by Citibank
|
—
|
|
|
—
|
|
|
—
|
|
|
NA
|
8/1/15 - 8/31/15
|
|
|
|
|
|
|
|
|||
Purchases by Citibank
|
—
|
|
|
—
|
|
|
—
|
|
|
NA
|
9/1/15 - 9/30/15
|
|
|
|
|
|
|
|
|||
Purchases by Citibank
|
—
|
|
|
—
|
|
|
—
|
|
|
NA
|
ITEM 6
|
SELECTED FINANCIAL DATA
|
|
Year ended September 30,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
OPERATING RESULTS
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
37,179
|
|
|
$
|
38,749
|
|
|
$
|
37,145
|
|
|
$
|
36,310
|
|
|
$
|
35,390
|
|
Segment income (1)
|
3,258
|
|
|
2,721
|
|
|
2,511
|
|
|
2,227
|
|
|
2,088
|
|
|||||
Income from continuing operations attributable to Johnson Controls, Inc. (6)
|
1,439
|
|
|
1,404
|
|
|
992
|
|
|
1,003
|
|
|
1,317
|
|
|||||
Net income attributable to Johnson Controls, Inc.
|
1,563
|
|
|
1,215
|
|
|
1,178
|
|
|
1,184
|
|
|
1,415
|
|
|||||
Earnings per share from continuing operations (6)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
2.20
|
|
|
$
|
2.11
|
|
|
$
|
1.45
|
|
|
$
|
1.47
|
|
|
$
|
1.94
|
|
Diluted
|
2.18
|
|
|
2.08
|
|
|
1.44
|
|
|
1.46
|
|
|
1.92
|
|
|||||
Return on average shareholders’ equity attributable to Johnson Controls, Inc. (2) (6)
|
13
|
%
|
|
12
|
%
|
|
8
|
%
|
|
9
|
%
|
|
12
|
%
|
|||||
Capital expenditures
|
$
|
1,135
|
|
|
$
|
1,199
|
|
|
$
|
1,377
|
|
|
$
|
1,831
|
|
|
$
|
1,325
|
|
Depreciation and amortization
|
860
|
|
|
955
|
|
|
952
|
|
|
824
|
|
|
731
|
|
|||||
Number of employees
|
139,000
|
|
|
168,000
|
|
|
170,000
|
|
|
170,000
|
|
|
162,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
FINANCIAL POSITION
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital (3)
|
$
|
853
|
|
|
$
|
971
|
|
|
$
|
1,062
|
|
|
$
|
2,370
|
|
|
$
|
1,701
|
|
Total assets
|
29,673
|
|
|
32,804
|
|
|
31,518
|
|
|
30,954
|
|
|
29,788
|
|
|||||
Long-term debt
|
5,745
|
|
|
6,357
|
|
|
4,560
|
|
|
5,321
|
|
|
4,533
|
|
|||||
Total debt
|
6,610
|
|
|
6,680
|
|
|
5,498
|
|
|
6,068
|
|
|
5,146
|
|
|||||
Shareholders' equity attributable to Johnson Controls, Inc.
|
10,376
|
|
|
11,311
|
|
|
12,314
|
|
|
11,625
|
|
|
11,154
|
|
|||||
Total debt to capitalization (4)
|
39
|
%
|
|
37
|
%
|
|
31
|
%
|
|
34
|
%
|
|
32
|
%
|
|||||
Net book value per share (5)
|
$
|
16.03
|
|
|
$
|
17.00
|
|
|
$
|
17.99
|
|
|
$
|
17.04
|
|
|
$
|
16.40
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
COMMON SHARE INFORMATION
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends per share
|
$
|
1.04
|
|
|
$
|
0.88
|
|
|
$
|
0.76
|
|
|
$
|
0.72
|
|
|
$
|
0.64
|
|
Market prices
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
$
|
54.52
|
|
|
$
|
52.50
|
|
|
$
|
43.49
|
|
|
$
|
35.95
|
|
|
$
|
42.92
|
|
Low
|
38.48
|
|
|
39.42
|
|
|
24.75
|
|
|
23.37
|
|
|
25.91
|
|
|||||
Weighted average shares (in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
655.2
|
|
|
666.9
|
|
|
683.7
|
|
|
681.5
|
|
|
677.7
|
|
|||||
Diluted
|
661.5
|
|
|
674.8
|
|
|
689.2
|
|
|
688.6
|
|
|
689.9
|
|
|||||
Number of shareholders
|
35,425
|
|
|
36,687
|
|
|
38,067
|
|
|
40,019
|
|
|
43,340
|
|
(1)
|
Segment income is calculated as income from continuing operations before income taxes and noncontrolling interests excluding net financing charges, significant restructuring and impairment costs, and net mark-to-market adjustments on pension and postretirement plans.
|
(2)
|
Return on average shareholders’ equity attributable to Johnson Controls, Inc. (ROE) represents income from continuing operations attributable to Johnson Controls, Inc. divided by average shareholders’ equity attributable to Johnson Controls, Inc.
|
(3)
|
Working capital is defined as current assets less current liabilities, excluding cash, short-term debt, the current portion of long-term debt, and the current portion of assets and liabilities held for sale.
|
(4)
|
Total debt to total capitalization represents total debt divided by the sum of total debt and shareholders’ equity attributable to Johnson Controls, Inc.
|
(5)
|
Net book value per share represents shareholders’ equity attributable to Johnson Controls, Inc. divided by the number of common shares outstanding at the end of the period.
|
(6)
|
Income from continuing operations attributable to Johnson Controls, Inc. includes $397 million, $324 million, $903 million and $271 million of significant restructuring and impairment costs in fiscal year 2015, 2014, 2013 and 2012, respectively. It also includes $422 million, $237 million, $(407) million, $494 million and $310 million of net mark-to-market charges (gains) on pension and postretirement plans in fiscal year 2015, 2014, 2013, 2012 and 2011, respectively. The preceding amounts are stated on a pre-tax basis.
|
ITEM 7
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2015
|
|
2014
|
|
Change
|
|||||
Net sales
|
$
|
37,179
|
|
|
$
|
38,749
|
|
|
-4
|
%
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2015
|
|
2014
|
|
Change
|
|||||
Cost of sales
|
$
|
30,732
|
|
|
$
|
32,444
|
|
|
-5
|
%
|
Gross profit
|
6,447
|
|
|
6,305
|
|
|
2
|
%
|
||
% of sales
|
17.3
|
%
|
|
16.3
|
%
|
|
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2015
|
|
2014
|
|
Change
|
|||||
Selling, general and administrative expenses
|
$
|
3,986
|
|
|
$
|
4,216
|
|
|
-5
|
%
|
% of sales
|
10.7
|
%
|
|
10.9
|
%
|
|
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2015
|
|
2014
|
|
Change
|
|||||
Restructuring and impairment costs
|
$
|
397
|
|
|
$
|
324
|
|
|
23
|
%
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2015
|
|
2014
|
|
Change
|
|||||
Net financing charges
|
$
|
288
|
|
|
$
|
244
|
|
|
18
|
%
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2015
|
|
2014
|
|
Change
|
|||||
Equity income
|
$
|
375
|
|
|
$
|
395
|
|
|
-5
|
%
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2015
|
|
2014
|
|
Change
|
|||||
Income tax provision
|
$
|
600
|
|
|
$
|
407
|
|
|
47
|
%
|
|
Year Ended
September 30,
|
|
|
||||||
(in millions)
|
2015
|
|
2014
|
|
Change
|
||||
Income (loss) from discontinued operations,
net of tax
|
$
|
128
|
|
|
$
|
(166
|
)
|
|
*
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2015
|
|
2014
|
|
Change
|
|||||
Income from continuing operations attributable
to noncontrolling interests
|
$
|
112
|
|
|
$
|
105
|
|
|
7
|
%
|
Income from discontinued operations attributable
to noncontrolling interests
|
4
|
|
|
23
|
|
|
-83
|
%
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2015
|
|
2014
|
|
Change
|
|||||
Net income attributable to Johnson Controls, Inc.
|
$
|
1,563
|
|
|
$
|
1,215
|
|
|
29
|
%
|
|
Net Sales
for the Year Ended
September 30,
|
|
|
|
Segment Income
for the Year Ended
September 30,
|
|
|
||||||||||||||
(in millions)
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
North America Systems and Service
|
$
|
4,443
|
|
|
$
|
4,336
|
|
|
2
|
%
|
|
$
|
513
|
|
|
$
|
448
|
|
|
15
|
%
|
Asia
|
1,957
|
|
|
2,069
|
|
|
-5
|
%
|
|
283
|
|
|
332
|
|
|
-15
|
%
|
||||
Other
|
4,110
|
|
|
3,680
|
|
|
12
|
%
|
|
127
|
|
|
37
|
|
|
*
|
|
||||
|
$
|
10,510
|
|
|
$
|
10,085
|
|
|
4
|
%
|
|
$
|
923
|
|
|
$
|
817
|
|
|
13
|
%
|
•
|
The increase in North America Systems and Service was due to higher volumes of equipment, controls systems and service ($150 million), partially offset by the unfavorable impact of foreign currency translation ($43 million).
|
•
|
The decrease in Asia was due to the unfavorable impact of foreign currency translation ($107 million), and lower volumes of equipment and controls systems ($80 million), partially offset by incremental sales due to business acquisitions ($38 million) and higher service volumes ($37 million).
|
•
|
The increase in Other was due to incremental sales related to the ADT acquisition ($629 million), and higher volumes in the Middle East ($73 million) and other businesses ($64 million), partially offset by the unfavorable impact of foreign currency translation ($264 million) and lower volumes in Latin America ($72 million).
|
•
|
The increase in North America Systems and Service was due to higher volumes ($39 million), favorable mix and margin rates ($27 million), net unfavorable prior year contract related charges ($9 million), current year gains on business divestitures net of higher selling, general and administrative expenses ($4 million), and a prior year pension settlement loss ($4 million), partially offset by current year transaction and integration costs ($14 million), and the unfavorable impact of foreign currency translation ($4 million).
|
•
|
The decrease in Asia was due to higher selling, general and administrative expenses ($36 million), a prior year gain on acquisition of partially-owned affiliates ($19 million), the unfavorable impact of foreign currency translation ($17 million), lower volumes ($8 million), and current year transaction and integration costs ($6 million), partially offset by favorable margin rates ($31 million) and incremental operating income due to business acquisitions ($6 million).
|
•
|
The increase in Other was due to incremental operating income related to the ADT acquisition ($55 million), net unfavorable prior year contract related charges in the Middle East ($50 million), prior year acquisition related costs ($27 million), higher equity income ($9 million), higher volumes ($8 million) and favorable margin rates ($6 million), partially offset by higher selling, general and administrative expenses ($34 million), current year transaction and integration costs ($17 million), and the unfavorable impact of foreign currency translation ($14 million).
|
|
Net Sales
for the Year Ended
September 30,
|
|
|
|
Segment Income (Loss)
for the Year Ended
September 30,
|
|
|
||||||||||||||
(in millions)
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
Seating
|
$
|
16,539
|
|
|
$
|
17,531
|
|
|
-6
|
%
|
|
$
|
928
|
|
|
$
|
853
|
|
|
9
|
%
|
Interiors
|
3,540
|
|
|
4,501
|
|
|
-21
|
%
|
|
254
|
|
|
(1
|
)
|
|
*
|
|
||||
|
$
|
20,079
|
|
|
$
|
22,032
|
|
|
-9
|
%
|
|
$
|
1,182
|
|
|
$
|
852
|
|
|
39
|
%
|
•
|
The decrease in Seating was due to the unfavorable impact of foreign currency translation ($1.4 billion), partially offset by higher volumes ($280 million), incremental sales related to a business acquisition ($57 million), and net favorable pricing and commercial settlements ($51 million).
|
•
|
The decrease in Interiors was due to the deconsolidation of the majority of the Interiors business on July 2, 2015 ($924 million), lower volumes related to a prior year business divestiture ($248 million), the unfavorable impact of foreign currency translation ($229 million) and unfavorable sales mix ($138 million), partially offset by higher volumes ($506 million), net favorable pricing and commercial settlements ($45 million), and incremental sales related to business acquisitions ($27 million).
|
•
|
The increase in Seating was due to net favorable pricing and commercial settlements ($65 million), lower purchasing costs ($64 million), higher volumes ($56 million), lower selling, general and administrative expenses ($30 million), lower engineering expenses ($29 million), higher equity income ($20 million), a gain on a business divestiture ($10 million), incremental operating income related to a business acquisition ($7 million) and a prior year pension settlement loss ($5 million), partially offset by higher operating costs ($117 million), the unfavorable impact of foreign currency translation ($47 million), unfavorable mix ($31 million) and current year separation costs ($16 million).
|
•
|
The increase in Interiors was due to a net gain on a business divestiture ($145 million), a prior year net loss on business divestitures ($86 million), higher volumes ($67 million), lower operating costs ($23 million), lower selling, general and administrative expenses ($16 million), lower purchasing costs ($6 million), lower engineering expenses ($5 million), higher equity income ($3 million), incremental operating income related to business acquisitions ($3 million) and a prior year pension settlement loss ($1 million), partially offset by current year transaction and integration costs ($38 million), unfavorable mix ($27 million), lower operating income related to a current year business divestiture ($19 million), net unfavorable pricing and commercial settlements ($12 million), and the unfavorable impact of foreign currency translation ($4 million).
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2015
|
|
2014
|
|
Change
|
|||||
Net sales
|
$
|
6,590
|
|
|
$
|
6,632
|
|
|
-1
|
%
|
Segment income
|
1,153
|
|
|
1,052
|
|
|
10
|
%
|
•
|
Net sales decreased due to the unfavorable impact of foreign currency translation ($450 million), partially offset by higher sales volumes ($291 million), and favorable pricing and product mix ($117 million).
|
•
|
Segment income increased due to higher volumes ($90 million), lower operating costs ($79 million), favorable pricing and product mix ($16 million), a prior year pension settlement loss ($5 million) and higher equity income ($2 million), partially offset by the unfavorable impact of foreign currency translation ($52 million), higher selling, general and administrative expenses ($20 million), and a prior year gain on acquisition of a partially-owned affiliate ($19 million).
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2014
|
|
2013
|
|
Change
|
|||||
Net sales
|
$
|
38,749
|
|
|
$
|
37,145
|
|
|
4
|
%
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2014
|
|
2013
|
|
Change
|
|||||
Cost of sales
|
$
|
32,444
|
|
|
$
|
30,999
|
|
|
5
|
%
|
Gross profit
|
6,305
|
|
|
6,146
|
|
|
3
|
%
|
||
% of sales
|
16.3
|
%
|
|
16.5
|
%
|
|
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2014
|
|
2013
|
|
Change
|
|||||
Selling, general and administrative expenses
|
$
|
4,216
|
|
|
$
|
3,627
|
|
|
16
|
%
|
% of sales
|
10.9
|
%
|
|
9.8
|
%
|
|
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2014
|
|
2013
|
|
Change
|
|||||
Restructuring and impairment costs
|
$
|
324
|
|
|
$
|
903
|
|
|
-64
|
%
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2014
|
|
2013
|
|
Change
|
|||||
Net financing charges
|
$
|
244
|
|
|
$
|
247
|
|
|
-1
|
%
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2014
|
|
2013
|
|
Change
|
|||||
Equity income
|
$
|
395
|
|
|
$
|
399
|
|
|
-1
|
%
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2014
|
|
2013
|
|
Change
|
|||||
Income tax provision
|
$
|
407
|
|
|
$
|
674
|
|
|
-40
|
%
|
|
Year Ended
September 30,
|
|
|
||||||
(in millions)
|
2014
|
|
2013
|
|
Change
|
||||
Income (loss) from discontinued operations,
net of tax
|
$
|
(166
|
)
|
|
$
|
203
|
|
|
*
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2014
|
|
2013
|
|
Change
|
|||||
Income from continuing operations attributable
to noncontrolling interests
|
$
|
105
|
|
|
$
|
102
|
|
|
3
|
%
|
Income from discontinued operations
attributable to noncontrolling interests
|
23
|
|
|
17
|
|
|
35
|
%
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2014
|
|
2013
|
|
Change
|
|||||
Net income attributable to Johnson Controls, Inc.
|
$
|
1,215
|
|
|
$
|
1,178
|
|
|
3
|
%
|
|
Net Sales
for the Year Ended
September 30,
|
|
|
|
Segment Income
for the Year Ended
September 30,
|
|
|
||||||||||||||
(in millions)
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||||||
North America Systems and Service
|
$
|
4,336
|
|
|
$
|
4,492
|
|
|
-3
|
%
|
|
$
|
448
|
|
|
$
|
498
|
|
|
-10
|
%
|
Asia
|
2,069
|
|
|
2,022
|
|
|
2
|
%
|
|
332
|
|
|
270
|
|
|
23
|
%
|
||||
Other
|
3,680
|
|
|
3,812
|
|
|
-3
|
%
|
|
37
|
|
|
77
|
|
|
-52
|
%
|
||||
|
$
|
10,085
|
|
|
$
|
10,326
|
|
|
-2
|
%
|
|
$
|
817
|
|
|
$
|
845
|
|
|
-3
|
%
|
•
|
The decrease in North America Systems and Service was due to lower volumes of equipment, controls systems and energy solutions ($132 million), and the unfavorable impact of foreign currency translation ($24 million).
|
•
|
The increase in Asia was due to higher volumes of equipment and controls systems ($74 million), and higher service volumes ($24 million), partially offset by the unfavorable impact of foreign currency translation ($51 million).
|
•
|
The decrease in Other was due to lower volumes related to a prior period business divestiture ($225 million), and lower volumes in the Middle East ($156 million), Latin America ($58 million) and Europe ($28 million), partially offset by incremental sales related to a business acquisition ($276 million), higher volumes in unitary products ($44 million) and other businesses ($9 million), and the favorable impact of foreign currency translation ($6 million).
|
•
|
The decrease in North America Systems and Service was due to unfavorable mix and margin rates ($116 million), lower volumes ($26 million), a prior year pension settlement gain ($15 million), net unfavorable current year contract related charges ($9 million), a current year pension settlement loss ($4 million) and the unfavorable impact of foreign currency translation ($3 million), partially offset by lower selling, general and administrative expenses ($123 million).
|
•
|
The increase in Asia was due to higher volumes ($29 million), favorable margin rates ($19 million), a gain on acquisition of partially-owned affiliates ($19 million), and lower selling, general and administrative expenses ($2 million), partially offset by the unfavorable impact of foreign currency translation ($7 million).
|
•
|
The decrease in Other was due to net unfavorable current year contract related charges in the Middle East ($50 million), lower volumes ($40 million), acquisition related costs ($27 million), lower equity income ($12 million) and a prior year pension settlement gain ($3 million), partially offset by lower selling, general and administrative expenses ($32 million), a prior year loss on business divestiture including transaction costs ($22 million), incremental operating income due to a business acquisition ($20 million), favorable margin rates ($8 million), net unfavorable prior year contract related charges ($7 million) and higher operating income related to a prior year business divestiture ($3 million).
|
|
Net Sales
for the Year Ended
September 30,
|
|
|
|
Segment Income (Loss)
for the Year Ended
September 30,
|
|
|
||||||||||||||
(in millions)
|
2014
|
|
2013
|
|
Change
|
|
2014
|
|
2013
|
|
Change
|
||||||||||
Seating
|
$
|
17,531
|
|
|
$
|
16,285
|
|
|
8
|
%
|
|
$
|
853
|
|
|
$
|
686
|
|
|
24
|
%
|
Interiors
|
4,501
|
|
|
4,176
|
|
|
8
|
%
|
|
(1
|
)
|
|
(19
|
)
|
|
95
|
%
|
||||
|
$
|
22,032
|
|
|
$
|
20,461
|
|
|
8
|
%
|
|
$
|
852
|
|
|
$
|
667
|
|
|
28
|
%
|
•
|
The increase in Seating was due to higher volumes ($1.0 billion), incremental sales related to business acquisitions ($139 million), favorable sales mix ($115 million) and the favorable impact of foreign currency translation ($44 million), partially offset by lower volumes due to a prior year business divestiture ($53 million), and net unfavorable pricing and commercial settlements ($25 million).
|
•
|
The increase in Interiors was due to higher volumes ($346 million), net favorable pricing and commercial settlements ($79 million), and the favorable impact of foreign currency translation ($43 million), partially offset by lower volumes related to business divestitures ($134 million) and unfavorable sales mix ($9 million).
|
•
|
The increase in Seating was due to higher volumes ($185 million), lower operating costs ($130 million), lower purchasing costs ($88 million), higher equity income ($71 million), prior year distressed supplier costs ($21 million), lower engineering expenses ($20 million), incremental operating income due to business acquisitions ($9 million) and the favorable impact of foreign currency translation ($4 million), partially offset by prior year gains on acquisitions of partially-owned affiliates ($106 million), higher selling, general and administrative expenses ($77 million), net unfavorable pricing and commercial settlements ($58 million), unfavorable mix ($51 million), a prior year gain on business divestiture ($29 million), a prior year pension settlement gain ($26 million), lower operating income due to a prior year business divestiture ($9 million) and a current year pension settlement loss ($5 million).
|
•
|
The increase in Interiors was due to higher volumes ($69 million), lower operating costs ($50 million), higher equity income ($19 million), lower purchasing costs ($6 million), and lower selling, general and administrative expenses ($1 million), partially offset by a net loss on business divestitures ($86 million), lower operating income due to a business divestiture ($15 million), unfavorable mix ($10 million), net unfavorable pricing and commercial settlements ($8 million), a prior year pension settlement gain ($5 million), higher engineering expenses ($2 million) and a current year pension settlement loss ($1 million).
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2014
|
|
2013
|
|
Change
|
|||||
Net sales
|
$
|
6,632
|
|
|
$
|
6,358
|
|
|
4
|
%
|
Segment income
|
1,052
|
|
|
999
|
|
|
5
|
%
|
•
|
Net sales increased due to incremental sales related to a business acquisition ($141 million), higher sales volumes ($74 million), favorable pricing and product mix ($48 million), and the favorable impact of foreign currency translation ($30 million), partially offset by the impact of lower lead costs on pricing ($19 million).
|
•
|
Segment income increased due to favorable product mix including lead acquisition costs and battery cores ($81 million), lower operating costs ($54 million), higher volumes ($21 million), a gain on acquisition of a partially-owned affiliate ($19 million), incremental operating income related to a business acquisition ($14 million) and the favorable impact of foreign currency translation ($3 million), partially offset by higher selling, general and administrative expenses ($53 million), prior year favorable legal settlements ($20 million), higher transportation costs ($20 million), a prior year pension settlement gain ($20 million), a prior year change in asset retirement obligations ($17 million), a current year pension settlement loss ($5 million) and lower equity income ($4 million).
|
|
September 30,
2015
|
|
September 30,
2014 |
|
|
|||||
(in millions)
|
|
|
Change
|
|||||||
Current assets
|
$
|
11,093
|
|
|
$
|
13,107
|
|
|
|
|
Current liabilities
|
(10,495
|
)
|
|
(11,694
|
)
|
|
|
|||
|
598
|
|
|
1,413
|
|
|
-58
|
%
|
||
|
|
|
|
|
|
|||||
Less: Cash
|
(597
|
)
|
|
(409
|
)
|
|
|
|||
Add: Short-term debt
|
52
|
|
|
183
|
|
|
|
|||
Add: Current portion of long-term debt
|
813
|
|
|
140
|
|
|
|
|||
Less: Assets held for sale
|
(55
|
)
|
|
(2,157
|
)
|
|
|
|||
Add: Liabilities held for sale
|
42
|
|
|
1,801
|
|
|
|
|||
Working capital
|
$
|
853
|
|
|
$
|
971
|
|
|
-12
|
%
|
|
|
|
|
|
|
|||||
Accounts receivable
|
$
|
5,751
|
|
|
$
|
5,871
|
|
|
-2
|
%
|
Inventories
|
2,377
|
|
|
2,477
|
|
|
-4
|
%
|
||
Accounts payable
|
5,174
|
|
|
5,270
|
|
|
-2
|
%
|
•
|
The Company defines working capital as current assets less current liabilities, excluding cash, short-term debt, the current portion of long-term debt, and the current portion of assets and liabilities held for sale. Management believes that this measure of working capital, which excludes financing-related items, provides a more useful measurement of the Company’s operating performance.
|
•
|
The decrease in working capital at
September 30, 2015
as compared to
September 30, 2014
, was primarily related to lower accounts receivable due to changes in foreign exchange rates, and lower inventory due to changes in foreign exchange rates and production levels, partially offset 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
September 30, 2014
. There has been no significant adverse change in the level of overdue receivables or changes in revenue recognition methods.
|
•
|
The Company’s inventory turns for the year ended
September 30, 2015
were slightly higher than the comparable period ended
September 30, 2014
primarily due to changes in inventory production levels.
|
•
|
Days in accounts payable at
September 30, 2015
were 74, consistent with
September 30, 2014
.
|
|
Year Ended September 30,
|
||||||
(in millions)
|
2015
|
|
2014
|
||||
Cash provided by operating activities
|
$
|
1,600
|
|
|
$
|
2,395
|
|
Cash provided (used) by investing activities
|
470
|
|
|
(2,593
|
)
|
||
Cash used by financing activities
|
(1,821
|
)
|
|
(412
|
)
|
||
Capital expenditures
|
(1,135
|
)
|
|
(1,199
|
)
|
•
|
The decrease in cash provided by operating activities was primarily due to higher income tax payments associated with tax audit settlements and transactions, unfavorable changes in accounts receivable and higher pension contributions, partially offset by favorable changes in inventories.
|
•
|
The increase in cash provided by investing activities was primarily due to cash received for the GWS divestitures in the current year and cash paid for the ADT acquisition in the prior year.
|
•
|
The increase in cash used by financing activities was primarily due to the prior year long-term debt incurred to finance the acquisition of ADT and higher current year stock repurchases, partially offset by lower debt repayments.
|
•
|
The decrease in capital expenditures in the current year is primarily related to a reduction in program spending for new customer launches in the Automotive Experience business.
|
|
September 30,
2015
|
|
September 30,
2014
|
|
|
|||||
(in millions)
|
|
|
Change
|
|||||||
Short-term debt
|
$
|
52
|
|
|
$
|
183
|
|
|
|
|
Current portion of long-term debt
|
813
|
|
|
140
|
|
|
|
|||
Long-term debt
|
5,745
|
|
|
6,357
|
|
|
|
|||
Total debt
|
$
|
6,610
|
|
|
$
|
6,680
|
|
|
-1
|
%
|
|
|
|
|
|
|
|||||
Shareholders’ equity attributable to Johnson Controls, Inc.
|
10,376
|
|
|
11,311
|
|
|
-8
|
%
|
||
Total capitalization
|
$
|
16,986
|
|
|
$
|
17,991
|
|
|
-6
|
%
|
|
|
|
|
|
|
|||||
Total debt as a % of total capitalization
|
39
|
%
|
|
37
|
%
|
|
|
•
|
The Company believes the percentage of total debt to total capitalization is useful to understanding the Company’s financial condition as it provides a review of the extent to which the Company relies on external debt financing for its funding and is a measure of risk to its shareholders.
|
•
|
At September 30, 2015 and 2014, the Company had committed bilateral euro denominated revolving credit facilities totaling 237 million euro. Additionally, at September 30, 2015 and 2014, the Company had committed bilateral U.S. dollar denominated revolving credit facilities totaling $135 million and $185 million, respectively. In December 2014, the Company terminated a $50 million committed revolving credit facility initially scheduled to mature in September 2015. As of September 30, 2015, facilities in the amount of 237 million euro and $135 million are scheduled to expire in fiscal 2016. There were no draws on any of these revolving facilities in fiscal 2015.
|
•
|
In September 2015, the Company retired, at maturity, $500 million, $150 million and $100 million floating rate term loans plus accrued interest that were entered into during fiscal 2015.
|
•
|
In June 2015, the Company entered into a five-year, 37 billion yen floating rate syndicated term loan scheduled to mature in June 2020. Proceeds from the syndicated term loan were used for general corporate purposes.
|
•
|
In May 2015, the Company made a partial repayment of 32 million euro in principal amount, plus accrued interest, of its 70 million euro floating rate credit facility scheduled to mature in November 2017.
|
•
|
In March 2015, the Company retired $125 million in principal amount, plus accrued interest, of its 7.7% fixed rate notes that matured in March 2015.
|
•
|
In January 2015, the Company entered into a one-year, $90 million, committed revolving credit facility scheduled to mature in January 2016. The Company drew on the full credit facility during the quarter ended March 31, 2015. Proceeds from the revolving credit facility were used for general corporate purposes. The $90 million was repaid in September 2015.
|
•
|
In September 2014, the Company retired a $500 million, floating rate term loan plus accrued interest that matured in September 2014. The Company also retired a $150 million, floating rate term loan plus accrued interest initially scheduled to mature in January 2015.
|
•
|
In June 2014, the Company issued
$300 million
aggregate principal amount of
1.4%
senior unsecured fixed rate notes due in November 2017,
$500 million
aggregate principal amount of
3.625%
senior unsecured fixed rate notes due in June 2024,
$450 million
aggregate principal amount of
4.625%
senior unsecured fixed rate notes due in July 2044 and
$450 million
aggregate principal amount of
4.95%
senior unsecured fixed rate notes due in July 2064. Aggregate net proceeds of
$1.7 billion
from the issuance were used to finance the acquisition of ADT and for other general corporate purposes. Refer to Note 2, "Acquisitions and Divestitures," of the notes 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 loan was repaid during the quarter ended June 30, 2014.
|
•
|
In March 2014, the Company retired
$450 million
in principal amount, plus accrued interest, of its
1.75%
fixed rate notes that matured March 2014.
|
•
|
In February 2014, the Company retired
$350 million
in principal amount, plus accrued interest, of its floating rate notes that matured February 2014.
|
•
|
In December 2013, the Company entered into a
five
-year,
220 million
euro, floating rate credit facility scheduled to mature in fiscal 2018. The Company drew on the full credit facility during the quarter ended December 31, 2013. Proceeds from the facility were used for general corporate purposes.
|
•
|
The Company also selectively makes use of short-term credit lines. The Company estimates that, as of
September 30, 2015
, it could borrow up to $2.0 billion based on average borrowing levels during the quarter on committed credit lines.
|
•
|
The Company believes its capital resources and liquidity position at
September 30, 2015
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 2016 will continue to be funded from operations, supplemented by short- and long-term borrowings, if required. The Company currently manages its short-term debt position in the U.S. and euro commercial paper markets and bank loan markets. In the event the Company is unable to issue commercial paper, it would have the ability to draw on its $2.5 billion revolving credit facility, which matures in August 2018. There were no draws on the revolving credit facility as of
September 30, 2015
. As such, the Company believes it has sufficient financial resources to fund operations and meet its obligations for the foreseeable future.
|
•
|
The Company earns a significant amount of its operating income outside the U.S., which is deemed to be permanently reinvested in foreign jurisdictions. In general, the Company currently does not foresee a need to repatriate these funds. However, in fiscal 2015, the Company did provide income tax expense related to the repatriation of earnings of certain non-U.S. subsidiaries in connection with the GWS and Automotive Experience Interiors divestitures. In addition, the Company needs to complete the final steps of repatriation of the cash proceeds from these transactions and, as a result, the Company provided deferred taxes of $136 million for the income tax expense that would be triggered upon repatriation of this cash. Except as noted, the Company’s intent is for its foreign earnings to be reinvested by the subsidiaries or to be repatriated only when it would be tax effective through the utilization of foreign tax credits. The Company expects existing domestic cash and liquidity to continue to be sufficient to fund the Company’s domestic operating activities and cash commitments for investing and financing activities for at least the next twelve months and thereafter for the foreseeable future. In addition, the Company expects existing foreign cash, cash equivalents, short-term investments and cash flows from operations to continue to be sufficient to fund the Company’s foreign operating activities and cash commitments for investing activities, such as material capital expenditures, for at least the next twelve months and for the foreseeable future. Should the Company require more capital in the U.S. than is generated by operations domestically, the Company will elect
|
•
|
The Company’s debt financial covenants require a minimum consolidated shareholders’ equity attributable to Johnson Controls, Inc. of at least $3.5 billion at all times and allow a maximum aggregated amount of 10% of consolidated shareholders’ equity attributable to Johnson Controls, Inc. for liens and pledges. For purposes of calculating the Company’s covenants, consolidated shareholders’ equity attributable to Johnson Controls, Inc. is calculated without giving effect to (i) the application of ASC 715-60, "Defined Benefit Plans - Other Postretirement," or (ii) the cumulative foreign currency translation adjustment. As of
September 30, 2015
, consolidated shareholders’ equity attributable to Johnson Controls, Inc. as defined per the Company’s debt financial covenants was $11.4 billion and there was a maximum of $247 million of liens and pledges outstanding. The Company expects to remain in compliance with all covenants and other requirements set forth in its credit agreements and indentures for the foreseeable future. None of the Company’s debt agreements limit access to stated borrowing levels or require accelerated repayment in the event of a decrease in the Company’s credit rating.
|
•
|
To better align its resources with its growth strategies and reduce the cost structure of its global operations to address the softness in certain underlying markets, the Company committed to a significant restructuring plan in fiscal 2015 and recorded
$397 million
of restructuring and impairment costs in the consolidated statements of income within continuing operations. The restructuring action related to cost reduction initiatives in the Company’s Automotive Experience, Building Efficiency and Power Solutions businesses and at Corporate. The costs consist primarily of workforce reductions, plant closures and asset impairments. The Company currently estimates that upon completion of the restructuring action, the fiscal 2015 restructuring plan will reduce annual operating costs from continuing operations by approximately $250 million, which is primarily the result of lower cost of sales and selling, general and administrative expenses due to reduced employee-related costs and depreciation expense. The Company expects that a portion of these savings, net of execution costs, will be achieved over the next year and the full annual benefit of these actions is expected in fiscal 2017. For fiscal
2015
, there were no significant savings realized as the restructuring action took place at the end of the fourth quarter. The restructuring action is expected to be substantially complete in fiscal 2016. The restructuring plan reserve balance of
$214 million
at
September 30, 2015
is expected to be paid in cash.
|
•
|
To better align its resources with its growth strategies and reduce the cost structure of its global operations to address the softness in certain underlying markets, the Company committed to significant restructuring plans in fiscal 2014 and 2013 and recorded
$324 million
and
$903 million
, respectively, of restructuring and impairment costs in the consolidated statements of income within continuing operations. 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. The Company currently estimates that upon completion of the restructuring actions, the fiscal 2014 and 2013 restructuring plans will reduce annual operating costs from continuing operations by approximately $175 million and $350 million, respectively, which is primarily the result of lower cost of sales due to reduced employee-related costs and lower depreciation and amortization expense. The Company expects that the full annual benefit of these actions, net of execution costs, will be achieved in fiscal 2016. For fiscal
2015
, the savings from continuing operations, net of execution costs, approximated 92% of the expected annual operating cost reduction. The restructuring actions are expected to be substantially complete in fiscal 2016. The respective year’s restructuring plan reserve balances of
$99 million
and
$68 million
, respectively, at
September 30, 2015
are expected to be paid in cash.
|
|
Total
|
|
2016
|
|
2017-2018
|
|
2019-2020
|
|
2021
and Beyond
|
||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
(including capital lease obligations)*
|
$
|
6,558
|
|
|
$
|
813
|
|
|
$
|
1,127
|
|
|
$
|
1,153
|
|
|
$
|
3,465
|
|
Interest on long-term debt
(including capital lease obligations)*
|
3,773
|
|
|
231
|
|
|
396
|
|
|
367
|
|
|
2,779
|
|
|||||
Operating leases
|
628
|
|
|
209
|
|
|
241
|
|
|
113
|
|
|
65
|
|
|||||
Purchase obligations
|
2,296
|
|
|
1,550
|
|
|
547
|
|
|
180
|
|
|
19
|
|
|||||
Pension and postretirement contributions
|
560
|
|
|
114
|
|
|
89
|
|
|
96
|
|
|
261
|
|
|||||
Cross-currency interest rate swaps*
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
$
|
13,816
|
|
|
$
|
2,918
|
|
|
$
|
2,400
|
|
|
$
|
1,909
|
|
|
$
|
6,589
|
|
(in millions, except per share data)
(unaudited)
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Full
Year
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
9,624
|
|
|
$
|
9,198
|
|
|
$
|
9,608
|
|
|
$
|
8,749
|
|
|
$
|
37,179
|
|
Gross profit
|
1,609
|
|
|
1,573
|
|
|
1,706
|
|
|
1,559
|
|
|
6,447
|
|
|||||
Net income (1)
|
546
|
|
|
557
|
|
|
207
|
|
|
369
|
|
|
1,679
|
|
|||||
Net income attributable to Johnson
Controls, Inc.
|
507
|
|
|
529
|
|
|
178
|
|
|
349
|
|
|
1,563
|
|
|||||
Earnings per share
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
0.77
|
|
|
0.81
|
|
|
0.27
|
|
|
0.54
|
|
|
2.39
|
|
|||||
Diluted
|
0.76
|
|
|
0.80
|
|
|
0.27
|
|
|
0.53
|
|
|
2.36
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
9,497
|
|
|
$
|
9,467
|
|
|
$
|
9,833
|
|
|
$
|
9,952
|
|
|
$
|
38,749
|
|
Gross profit
|
1,506
|
|
|
1,472
|
|
|
1,580
|
|
|
1,747
|
|
|
6,305
|
|
|||||
Net income (2)
|
505
|
|
|
293
|
|
|
199
|
|
|
346
|
|
|
1,343
|
|
|||||
Net income attributable to Johnson
Controls, Inc.
|
469
|
|
|
261
|
|
|
176
|
|
|
309
|
|
|
1,215
|
|
|||||
Earnings per share (3)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
0.70
|
|
|
0.39
|
|
|
0.26
|
|
|
0.46
|
|
|
1.82
|
|
|||||
Diluted
|
0.69
|
|
|
0.39
|
|
|
0.26
|
|
|
0.46
|
|
|
1.80
|
|
(1)
|
The fiscal 2015 first quarter net income includes $20 million for transaction and integration costs. The fiscal 2015 second quarter net income includes $28 million for transaction and integration costs, and a $200 million gain on divestiture of two GWS joint ventures within discontinued operations. The fiscal 2015 third quarter net income includes $48 million for transaction, integration, and separation costs. The fiscal 2015 fourth quarter net income includes $422 million of net mark-to-market losses on pension and postretirement plans, $397 million of significant restructuring and impairment costs, a $145 million gain on divestiture of the Interiors business, $82 million for transaction, integration and separation costs, and a $940 million gain on the divestiture of GWS within discontinued operations. The preceding amounts are stated on a pre-tax basis.
|
(2)
|
The fiscal 2014 third quarter net income includes $162 million of significant restructuring and impairment costs, a $95 million loss on business divestiture, divestitures-related losses of $105 million within discontinued operations, and $20 million for transaction and integration costs. The fiscal 2014 fourth quarter net income includes $274 million of net mark-to-market losses on pension and postretirement plans, $162 million of significant restructuring and impairment costs, $23 million for transaction and integration costs, and a $16 million pension settlement loss. The preceding amounts are stated on a pre-tax basis.
|
(3)
|
Due to the use of the weighted-average shares outstanding for each quarter for computing earnings per share, the sum of the quarterly per share amounts may not equal the per share amount for the year.
|
ITEM 7A
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
|
|
|
|
|
|
|
Consolidated Statements of Comprehensive Income (Loss) for the years ended September 30, 2015, 2014 and 2013
|
|
|
|
|
|
|
|
|
|
|
|
/s/ PricewaterhouseCoopers LLP
|
PricewaterhouseCoopers LLP
|
Milwaukee, Wisconsin
|
November 18, 2015
|
|
Year Ended September 30,
|
||||||||||
(in millions, except per share data)
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
|
|
|
|
|
||||||
Products and systems*
|
$
|
33,513
|
|
|
$
|
34,978
|
|
|
$
|
33,092
|
|
Services*
|
3,666
|
|
|
3,771
|
|
|
4,053
|
|
|||
|
37,179
|
|
|
38,749
|
|
|
37,145
|
|
|||
Cost of sales
|
|
|
|
|
|
||||||
Products and systems*
|
28,214
|
|
|
29,910
|
|
|
28,189
|
|
|||
Services*
|
2,518
|
|
|
2,534
|
|
|
2,810
|
|
|||
|
30,732
|
|
|
32,444
|
|
|
30,999
|
|
|||
|
|
|
|
|
|
||||||
Gross profit
|
6,447
|
|
|
6,305
|
|
|
6,146
|
|
|||
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
(3,986
|
)
|
|
(4,216
|
)
|
|
(3,627
|
)
|
|||
Restructuring and impairment costs
|
(397
|
)
|
|
(324
|
)
|
|
(903
|
)
|
|||
Net financing charges
|
(288
|
)
|
|
(244
|
)
|
|
(247
|
)
|
|||
Equity income
|
375
|
|
|
395
|
|
|
399
|
|
|||
|
|
|
|
|
|
||||||
Income from continuing operations before income taxes
|
2,151
|
|
|
1,916
|
|
|
1,768
|
|
|||
|
|
|
|
|
|
||||||
Income tax provision
|
600
|
|
|
407
|
|
|
674
|
|
|||
|
|
|
|
|
|
||||||
Income from continuing operations
|
1,551
|
|
|
1,509
|
|
|
1,094
|
|
|||
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations, net of tax (Note 3)
|
128
|
|
|
(166
|
)
|
|
203
|
|
|||
|
|
|
|
|
|
||||||
Net income
|
1,679
|
|
|
1,343
|
|
|
1,297
|
|
|||
|
|
|
|
|
|
||||||
Income from continuing operations attributable to noncontrolling interests
|
112
|
|
|
105
|
|
|
102
|
|
|||
Income from discontinued operations attributable to noncontrolling interests
|
4
|
|
|
23
|
|
|
17
|
|
|||
|
|
|
|
|
|
||||||
Net income attributable to Johnson Controls, Inc.
|
$
|
1,563
|
|
|
$
|
1,215
|
|
|
$
|
1,178
|
|
|
|
|
|
|
|
||||||
Amounts attributable to Johnson Controls, Inc. common shareholders:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1,439
|
|
|
$
|
1,404
|
|
|
$
|
992
|
|
Income (loss) from discontinued operations
|
124
|
|
|
(189
|
)
|
|
186
|
|
|||
Net income
|
$
|
1,563
|
|
|
$
|
1,215
|
|
|
$
|
1,178
|
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share attributable to Johnson Controls, Inc.
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
2.20
|
|
|
$
|
2.11
|
|
|
$
|
1.45
|
|
Discontinued operations
|
0.19
|
|
|
(0.28
|
)
|
|
0.27
|
|
|||
Net income **
|
$
|
2.39
|
|
|
$
|
1.82
|
|
|
$
|
1.72
|
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per share attributable to Johnson Controls, Inc.
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
2.18
|
|
|
$
|
2.08
|
|
|
$
|
1.44
|
|
Discontinued operations
|
0.19
|
|
|
(0.28
|
)
|
|
0.27
|
|
|||
Net income **
|
$
|
2.36
|
|
|
$
|
1.80
|
|
|
$
|
1.71
|
|
*
|
Products 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.
|
|
Year Ended September 30,
|
||||||||||
(in millions)
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Net income
|
$
|
1,679
|
|
|
$
|
1,343
|
|
|
$
|
1,297
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(825
|
)
|
|
(642
|
)
|
|
(20
|
)
|
|||
Realized and unrealized losses on derivatives
|
(10
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|||
Realized and unrealized gains (losses) on marketable common stock
|
—
|
|
|
(7
|
)
|
|
2
|
|
|||
Pension and postretirement plans
|
(10
|
)
|
|
(5
|
)
|
|
(16
|
)
|
|||
|
|
|
|
|
|
||||||
Other comprehensive loss
|
(845
|
)
|
|
(657
|
)
|
|
(39
|
)
|
|||
|
|
|
|
|
|
||||||
Total comprehensive income
|
834
|
|
|
686
|
|
|
1,258
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive income attributable to noncontrolling interests
|
91
|
|
|
126
|
|
|
120
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive income attributable to Johnson Controls, Inc.
|
$
|
743
|
|
|
$
|
560
|
|
|
$
|
1,138
|
|
|
September 30,
|
||||||
(in millions, except par value and share data)
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Assets
|
|
|
|
||||
|
|
|
|
||||
Cash and cash equivalents
|
$
|
597
|
|
|
$
|
409
|
|
Accounts receivable, less allowance for doubtful
accounts of $82 and $72, respectively
|
5,751
|
|
|
5,871
|
|
||
Inventories
|
2,377
|
|
|
2,477
|
|
||
Assets held for sale
|
55
|
|
|
2,157
|
|
||
Other current assets
|
2,313
|
|
|
2,193
|
|
||
Current assets
|
11,093
|
|
|
13,107
|
|
||
|
|
|
|
||||
Property, plant and equipment - net
|
5,870
|
|
|
6,314
|
|
||
Goodwill
|
6,824
|
|
|
7,127
|
|
||
Other intangible assets - net
|
1,516
|
|
|
1,639
|
|
||
Investments in partially-owned affiliates
|
2,143
|
|
|
1,018
|
|
||
Noncurrent assets held for sale
|
—
|
|
|
630
|
|
||
Other noncurrent assets
|
2,227
|
|
|
2,969
|
|
||
Total assets
|
$
|
29,673
|
|
|
$
|
32,804
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
||||
|
|
|
|
||||
Short-term debt
|
$
|
52
|
|
|
$
|
183
|
|
Current portion of long-term debt
|
813
|
|
|
140
|
|
||
Accounts payable
|
5,174
|
|
|
5,270
|
|
||
Accrued compensation and benefits
|
1,090
|
|
|
1,124
|
|
||
Liabilities held for sale
|
42
|
|
|
1,801
|
|
||
Other current liabilities
|
3,324
|
|
|
3,176
|
|
||
Current liabilities
|
10,495
|
|
|
11,694
|
|
||
|
|
|
|
||||
Long-term debt
|
5,745
|
|
|
6,357
|
|
||
Pension and postretirement benefits
|
767
|
|
|
865
|
|
||
Other noncurrent liabilities
|
1,915
|
|
|
2,132
|
|
||
Long-term liabilities
|
8,427
|
|
|
9,354
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 21)
|
|
|
|
|
|
||
|
|
|
|
||||
Redeemable noncontrolling interests
|
212
|
|
|
194
|
|
||
|
|
|
|
||||
Common stock, $1.00 par value, shares authorized: 1,800,000,000
shares issued: 2015 - 717,039,108; 2014 - 706,761,661
|
717
|
|
|
707
|
|
||
Capital in excess of par value
|
3,030
|
|
|
2,669
|
|
||
Retained earnings
|
10,838
|
|
|
9,956
|
|
||
Treasury stock, at cost (2015 - 69,671,840; 2014 - 41,264,918 shares)
|
(3,152
|
)
|
|
(1,784
|
)
|
||
Accumulated other comprehensive loss
|
(1,057
|
)
|
|
(237
|
)
|
||
Shareholders’ equity attributable to Johnson Controls, Inc.
|
10,376
|
|
|
11,311
|
|
||
Noncontrolling interests
|
163
|
|
|
251
|
|
||
Total equity
|
10,539
|
|
|
11,562
|
|
||
Total liabilities and equity
|
$
|
29,673
|
|
|
$
|
32,804
|
|
|
Year Ended September 30,
|
||||||||||
(in millions)
|
2015
|
|
2014
|
|
2013
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income attributable to Johnson Controls, Inc.
|
$
|
1,563
|
|
|
$
|
1,215
|
|
|
$
|
1,178
|
|
Income from continuing operations attributable to noncontrolling interests
|
112
|
|
|
105
|
|
|
102
|
|
|||
Income from discontinued operations attributable to noncontrolling interests
|
4
|
|
|
23
|
|
|
17
|
|
|||
Net income
|
1,679
|
|
|
1,343
|
|
|
1,297
|
|
|||
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
860
|
|
|
955
|
|
|
952
|
|
|||
Pension and postretirement benefit expense (income)
|
396
|
|
|
321
|
|
|
(475
|
)
|
|||
Pension and postretirement contributions
|
(409
|
)
|
|
(161
|
)
|
|
(97
|
)
|
|||
Equity in earnings of partially-owned affiliates, net of dividends received
|
(144
|
)
|
|
(153
|
)
|
|
(86
|
)
|
|||
Deferred income taxes
|
327
|
|
|
(329
|
)
|
|
273
|
|
|||
Non-cash restructuring and impairment charges
|
183
|
|
|
181
|
|
|
586
|
|
|||
Loss (gain) on divestitures - net
|
(1,340
|
)
|
|
111
|
|
|
(483
|
)
|
|||
Fair value adjustment of equity investment
|
—
|
|
|
(38
|
)
|
|
(106
|
)
|
|||
Equity-based compensation
|
90
|
|
|
82
|
|
|
64
|
|
|||
Other
|
(1
|
)
|
|
(2
|
)
|
|
(21
|
)
|
|||
Changes in assets and liabilities, excluding acquisitions and divestitures:
|
|
|
|
|
|
||||||
Receivables
|
(297
|
)
|
|
(18
|
)
|
|
(182
|
)
|
|||
Inventories
|
(99
|
)
|
|
(311
|
)
|
|
(97
|
)
|
|||
Other assets
|
(113
|
)
|
|
(192
|
)
|
|
(181
|
)
|
|||
Restructuring reserves
|
(6
|
)
|
|
(31
|
)
|
|
234
|
|
|||
Accounts payable and accrued liabilities
|
348
|
|
|
440
|
|
|
686
|
|
|||
Accrued income taxes
|
126
|
|
|
197
|
|
|
322
|
|
|||
Cash provided by operating activities
|
1,600
|
|
|
2,395
|
|
|
2,686
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(1,135
|
)
|
|
(1,199
|
)
|
|
(1,377
|
)
|
|||
Sale of property, plant and equipment
|
37
|
|
|
79
|
|
|
116
|
|
|||
Acquisition of businesses, net of cash acquired
|
(22
|
)
|
|
(1,733
|
)
|
|
(123
|
)
|
|||
Business divestitures
|
1,646
|
|
|
225
|
|
|
761
|
|
|||
Changes in long-term investments
|
(44
|
)
|
|
19
|
|
|
(10
|
)
|
|||
Other
|
(12
|
)
|
|
16
|
|
|
53
|
|
|||
Cash provided (used) by investing activities
|
470
|
|
|
(2,593
|
)
|
|
(580
|
)
|
|||
|
|
|
|
|
|
||||||
Financing Activities
|
|
|
|
|
|
||||||
Increase (decrease) in short-term debt - net
|
(68
|
)
|
|
73
|
|
|
(197
|
)
|
|||
Increase in long-term debt
|
299
|
|
|
2,001
|
|
|
114
|
|
|||
Repayment of long-term debt
|
(191
|
)
|
|
(833
|
)
|
|
(490
|
)
|
|||
Stock repurchases
|
(1,362
|
)
|
|
(1,249
|
)
|
|
(350
|
)
|
|||
Payment of cash dividends
|
(657
|
)
|
|
(568
|
)
|
|
(513
|
)
|
|||
Proceeds from the exercise of stock options
|
275
|
|
|
186
|
|
|
254
|
|
|||
Cash paid to acquire a noncontrolling interest
|
(38
|
)
|
|
(5
|
)
|
|
(64
|
)
|
|||
Other
|
(79
|
)
|
|
(17
|
)
|
|
32
|
|
|||
Cash used by financing activities
|
(1,821
|
)
|
|
(412
|
)
|
|
(1,214
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(81
|
)
|
|
(20
|
)
|
|
(98
|
)
|
|||
Change in cash held for sale
|
20
|
|
|
(16
|
)
|
|
(4
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
188
|
|
|
(646
|
)
|
|
790
|
|
|||
Cash and cash equivalents at beginning of period
|
409
|
|
|
1,055
|
|
|
265
|
|
|||
Cash and cash equivalents at end of period
|
$
|
597
|
|
|
$
|
409
|
|
|
$
|
1,055
|
|
(in millions, except per share data)
|
Total
|
|
Common
Stock
|
|
Capital in
Excess of
Par Value
|
|
Retained
Earnings
|
|
Treasury
Stock,
at Cost
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||||||
At September 30, 2012
|
$
|
11,625
|
|
|
$
|
688
|
|
|
$
|
2,047
|
|
|
$
|
8,611
|
|
|
$
|
(179
|
)
|
|
$
|
458
|
|
Comprehensive income (loss)
|
1,138
|
|
|
—
|
|
|
—
|
|
|
1,178
|
|
|
—
|
|
|
(40
|
)
|
||||||
Cash dividends
Common ($0.76 per share) |
(520
|
)
|
|
—
|
|
|
—
|
|
|
(520
|
)
|
|
—
|
|
|
—
|
|
||||||
Redemption value adjustment attributable to
redeemable noncontrolling interests
|
59
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
—
|
|
||||||
Repurchases of common stock
|
(350
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(350
|
)
|
|
—
|
|
||||||
Other, including options exercised
|
362
|
|
|
12
|
|
|
352
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
||||||
At September 30, 2013
|
12,314
|
|
|
700
|
|
|
2,399
|
|
|
9,328
|
|
|
(531
|
)
|
|
418
|
|
||||||
Comprehensive income (loss)
|
560
|
|
|
—
|
|
|
—
|
|
|
1,215
|
|
|
—
|
|
|
(655
|
)
|
||||||
Cash dividends
Common ($0.88 per share) |
(586
|
)
|
|
—
|
|
|
—
|
|
|
(586
|
)
|
|
—
|
|
|
—
|
|
||||||
Repurchases of common stock
|
(1,249
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,249
|
)
|
|
—
|
|
||||||
Other, including options exercised
|
272
|
|
|
7
|
|
|
270
|
|
|
(1
|
)
|
|
(4
|
)
|
|
—
|
|
||||||
At September 30, 2014
|
11,311
|
|
|
707
|
|
|
2,669
|
|
|
9,956
|
|
|
(1,784
|
)
|
|
(237
|
)
|
||||||
Comprehensive income (loss)
|
743
|
|
|
—
|
|
|
—
|
|
|
1,563
|
|
|
—
|
|
|
(820
|
)
|
||||||
Cash dividends
Common ($1.04 per share) |
(681
|
)
|
|
—
|
|
|
—
|
|
|
(681
|
)
|
|
—
|
|
|
—
|
|
||||||
Repurchases of common stock
|
(1,362
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,362
|
)
|
|
—
|
|
||||||
Other, including options exercised
|
365
|
|
|
10
|
|
|
361
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
||||||
At September 30, 2015
|
$
|
10,376
|
|
|
$
|
717
|
|
|
$
|
3,030
|
|
|
$
|
10,838
|
|
|
$
|
(3,152
|
)
|
|
$
|
(1,057
|
)
|
|
September 30,
|
||||||
|
2015
|
|
2014
|
||||
Current assets
|
$
|
281
|
|
|
$
|
218
|
|
Noncurrent assets
|
128
|
|
|
138
|
|
||
Total assets
|
$
|
409
|
|
|
$
|
356
|
|
|
|
|
|
||||
Current liabilities
|
$
|
232
|
|
|
$
|
189
|
|
Noncurrent liabilities
|
34
|
|
|
37
|
|
||
Total liabilities
|
$
|
266
|
|
|
$
|
226
|
|
|
Year Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Net sales
|
$
|
3,025
|
|
|
$
|
4,079
|
|
|
$
|
4,265
|
|
|
|
|
|
|
|
||||||
Income from discontinued operations before income taxes
|
1,203
|
|
|
119
|
|
|
119
|
|
|||
Provision for income taxes on discontinued operations
|
1,075
|
|
|
75
|
|
|
22
|
|
|||
Income from discontinued operations attributable to noncontrolling interests, net of tax
|
4
|
|
|
15
|
|
|
12
|
|
|||
Income from discontinued operations, net of tax
|
$
|
124
|
|
|
$
|
29
|
|
|
$
|
85
|
|
|
|
Year Ended September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
||||
Net sales
|
|
$
|
1,027
|
|
|
$
|
1,320
|
|
|
|
|
|
|
||||
Income (loss) from discontinued operations before income taxes
|
|
(8
|
)
|
|
578
|
|
||
Provision for income taxes on discontinued operations
|
|
202
|
|
|
472
|
|
||
Income from discontinued operations attributable to noncontrolling interests, net of tax
|
|
8
|
|
|
5
|
|
||
Income (loss) from discontinued operations, net of tax
|
|
$
|
(218
|
)
|
|
$
|
101
|
|
|
September 30, 2014
|
||||||||||
|
|
|
Global Workplace
|
|
|
||||||
|
Interiors
|
|
Solutions
|
|
Total
|
||||||
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
20
|
|
Accounts receivable - net
|
596
|
|
|
723
|
|
|
1,319
|
|
|||
Inventories
|
209
|
|
|
9
|
|
|
218
|
|
|||
Other current assets
|
174
|
|
|
57
|
|
|
231
|
|
|||
Property, plant and equipment - net
|
496
|
|
|
34
|
|
|
530
|
|
|||
Goodwill
|
12
|
|
|
253
|
|
|
265
|
|
|||
Other intangible assets - net
|
4
|
|
|
35
|
|
|
39
|
|
|||
Investments in partially-owned affiliates
|
83
|
|
|
—
|
|
|
83
|
|
|||
Other noncurrent assets
|
35
|
|
|
47
|
|
|
82
|
|
|||
Assets held for sale
|
$
|
1,609
|
|
|
$
|
1,178
|
|
|
$
|
2,787
|
|
|
|
|
|
|
|
||||||
Short-term debt
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Accounts payable
|
655
|
|
|
591
|
|
|
1,246
|
|
|||
Accrued compensation and benefits
|
24
|
|
|
128
|
|
|
152
|
|
|||
Other current liabilities
|
154
|
|
|
246
|
|
|
400
|
|
|||
Liabilities held for sale
|
$
|
833
|
|
|
$
|
968
|
|
|
$
|
1,801
|
|
|
September 30,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Raw materials and supplies
|
$
|
1,084
|
|
|
$
|
1,129
|
|
Work-in-process
|
369
|
|
|
398
|
|
||
Finished goods
|
924
|
|
|
950
|
|
||
Inventories
|
$
|
2,377
|
|
|
$
|
2,477
|
|
|
September 30,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Buildings and improvements
|
$
|
3,067
|
|
|
$
|
3,254
|
|
Machinery and equipment
|
8,192
|
|
|
7,944
|
|
||
Construction in progress
|
1,006
|
|
|
1,151
|
|
||
Land
|
338
|
|
|
370
|
|
||
Total property, plant and equipment
|
12,603
|
|
|
12,719
|
|
||
Less: accumulated depreciation
|
(6,733
|
)
|
|
(6,405
|
)
|
||
Property, plant and equipment - net
|
$
|
5,870
|
|
|
$
|
6,314
|
|
|
September 30,
2013
|
|
Business
Acquisitions
|
|
Business
Divestitures
|
|
Impairments
|
|
Currency Translation and Other
|
|
September 30,
2014
|
||||||||||||
Building Efficiency
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North America Systems and Service
|
$
|
1,228
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
1,227
|
|
Global Workplace Solutions
|
257
|
|
|
—
|
|
|
(253
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
||||||
Asia
|
388
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
414
|
|
||||||
Other
|
1,003
|
|
|
837
|
|
|
—
|
|
|
(47
|
)
|
|
(5
|
)
|
|
1,788
|
|
||||||
Automotive Experience
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Seating
|
2,659
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
(105
|
)
|
|
2,556
|
|
||||||
Interiors
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
12
|
|
|
—
|
|
||||||
Power Solutions
|
1,054
|
|
|
106
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
1,142
|
|
||||||
Total
|
$
|
6,589
|
|
|
$
|
979
|
|
|
$
|
(265
|
)
|
|
$
|
(47
|
)
|
|
$
|
(129
|
)
|
|
$
|
7,127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
September 30,
2014
|
|
Business
Acquisitions
|
|
Business
Divestitures
|
|
Impairments
|
|
Currency Translation and Other
|
|
September 30,
2015
|
||||||||||||
Building Efficiency
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
North America Systems and Service
|
$
|
1,227
|
|
|
$
|
—
|
|
|
$
|
(16
|
)
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
1,208
|
|
Asia
|
414
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
389
|
|
||||||
Other
|
1,788
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
1,781
|
|
||||||
Automotive Experience
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Seating
|
2,556
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(188
|
)
|
|
2,364
|
|
||||||
Interiors
|
—
|
|
|
9
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Power Solutions
|
1,142
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60
|
)
|
|
1,082
|
|
||||||
Total
|
$
|
7,127
|
|
|
$
|
43
|
|
|
$
|
(29
|
)
|
|
$
|
—
|
|
|
$
|
(317
|
)
|
|
$
|
6,824
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2015
|
|
September 30, 2014
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Amortized intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Patented technology
|
$
|
80
|
|
|
$
|
(59
|
)
|
|
$
|
21
|
|
|
$
|
86
|
|
|
$
|
(56
|
)
|
|
$
|
30
|
|
Customer relationships
|
975
|
|
|
(206
|
)
|
|
769
|
|
|
1,017
|
|
|
(161
|
)
|
|
856
|
|
||||||
Miscellaneous
|
307
|
|
|
(123
|
)
|
|
184
|
|
|
312
|
|
|
(106
|
)
|
|
206
|
|
||||||
Total amortized intangible assets
|
1,362
|
|
|
(388
|
)
|
|
974
|
|
|
1,415
|
|
|
(323
|
)
|
|
1,092
|
|
||||||
Unamortized intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks/trade names
|
542
|
|
|
—
|
|
|
542
|
|
|
547
|
|
|
—
|
|
|
547
|
|
||||||
Total intangible assets
|
$
|
1,904
|
|
|
$
|
(388
|
)
|
|
$
|
1,516
|
|
|
$
|
1,962
|
|
|
$
|
(323
|
)
|
|
$
|
1,639
|
|
|
Year Ended
September 30,
|
||||||
|
2015
|
|
2014
|
||||
Balance at beginning of period
|
$
|
319
|
|
|
$
|
256
|
|
Accruals for warranties issued during the period
|
280
|
|
|
279
|
|
||
Accruals from acquisitions and divestitures
|
—
|
|
|
3
|
|
||
Accruals related to pre-existing warranties (including changes in estimates)
|
(11
|
)
|
|
2
|
|
||
Settlements made (in cash or in kind) during the period
|
(282
|
)
|
|
(218
|
)
|
||
Currency translation
|
(6
|
)
|
|
(3
|
)
|
||
Balance at end of period
|
$
|
300
|
|
|
$
|
319
|
|
|
Capital
Leases
|
|
Operating
Leases
|
||||
2016
|
$
|
9
|
|
|
$
|
209
|
|
2017
|
8
|
|
|
146
|
|
||
2018
|
15
|
|
|
95
|
|
||
2019
|
5
|
|
|
66
|
|
||
2020
|
5
|
|
|
47
|
|
||
After 2020
|
15
|
|
|
65
|
|
||
Total minimum lease payments
|
57
|
|
|
$
|
628
|
|
|
Interest
|
(9
|
)
|
|
|
|||
Present value of net minimum lease payments
|
$
|
48
|
|
|
|
|
September 30,
|
||||||
|
2015
|
|
2014
|
||||
Bank borrowings and commercial paper
|
$
|
52
|
|
|
$
|
183
|
|
Weighted average interest rate on short-term debt outstanding
|
7.2
|
%
|
|
3.8
|
%
|
|
September 30,
|
||||||
|
2015
|
|
2014
|
||||
Unsecured notes
|
|
|
|
||||
7.7% due in 2015 ($125 million par value)
|
$
|
—
|
|
|
$
|
125
|
|
5.5% due in 2016 ($800 million par value)
|
800
|
|
|
802
|
|
||
7.125% due in 2017 ($150 million par value)
|
153
|
|
|
156
|
|
||
2.6% due in 2017 ($400 million par value)
|
404
|
|
|
400
|
|
||
2.355% due in 2017 ($46 million par value)
|
46
|
|
|
46
|
|
||
1.4% due in 2018 ($300 million par value)
|
303
|
|
|
298
|
|
||
5.0% due in 2020 ($500 million par value)
|
499
|
|
|
499
|
|
||
4.25% due 2021 ($500 million par value)
|
498
|
|
|
498
|
|
||
3.75% due in 2022 ($450 million par value)
|
448
|
|
|
448
|
|
||
3.625% due in 2024 ($500 million par value)
|
500
|
|
|
500
|
|
||
6.0% due in 2036 ($400 million par value)
|
395
|
|
|
395
|
|
||
5.7% due in 2041 ($300 million par value)
|
299
|
|
|
299
|
|
||
5.25% due in 2042 ($250 million par value)
|
250
|
|
|
250
|
|
||
4.625% due in 2044 ($450 million par value)
|
447
|
|
|
447
|
|
||
6.95% due in 2046 ($125 million par value)
|
125
|
|
|
125
|
|
||
4.95% due in 2064 ($450 million par value)
|
449
|
|
|
449
|
|
||
Capital lease obligations
|
48
|
|
|
55
|
|
||
Foreign-denominated debt
|
|
|
|
||||
Euro
|
529
|
|
|
663
|
|
||
Japanese Yen
|
308
|
|
|
—
|
|
||
Other
|
57
|
|
|
42
|
|
||
Gross long-term debt
|
6,558
|
|
|
6,497
|
|
||
Less: current portion
|
813
|
|
|
140
|
|
||
Net long-term debt
|
$
|
5,745
|
|
|
$
|
6,357
|
|
|
Year Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Interest expense, net of capitalized interest costs
|
$
|
288
|
|
|
$
|
254
|
|
|
$
|
255
|
|
Banking fees and bond cost amortization
|
23
|
|
|
18
|
|
|
21
|
|
|||
Interest income
|
(9
|
)
|
|
(10
|
)
|
|
(19
|
)
|
|||
Net foreign exchange results for financing activities
|
(14
|
)
|
|
(18
|
)
|
|
(10
|
)
|
|||
Net financing charges
|
$
|
288
|
|
|
$
|
244
|
|
|
$
|
247
|
|
|
|
|
|
Volume Outstanding as of
|
||||
Commodity
|
|
Units
|
|
September 30, 2015
|
|
September 30, 2014
|
||
Copper
|
|
Pounds
|
|
14,648,000
|
|
|
9,536,000
|
|
Lead
|
|
Metric Tons
|
|
6,785
|
|
|
5,200
|
|
Aluminum
|
|
Metric Tons
|
|
5,700
|
|
|
—
|
|
Tin
|
|
Metric Tons
|
|
2,080
|
|
|
2,070
|
|
|
Derivatives and Hedging Activities
Designated as Hedging Instruments
under ASC 815
|
|
Derivatives and Hedging Activities Not
Designated as Hedging Instruments
under ASC 815
|
||||||||||||
|
September 30,
2015
|
|
September 30,
2014
|
|
September 30,
2015
|
|
September 30,
2014
|
||||||||
Other current assets
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
$
|
31
|
|
|
$
|
21
|
|
|
$
|
27
|
|
|
$
|
13
|
|
Interest rate swaps
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Cross-currency interest rate swaps
|
5
|
|
|
15
|
|
|
—
|
|
|
—
|
|
||||
Other noncurrent assets
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
5
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Equity swap
|
—
|
|
|
—
|
|
|
164
|
|
|
192
|
|
||||
Total assets
|
$
|
42
|
|
|
$
|
38
|
|
|
$
|
191
|
|
|
$
|
205
|
|
|
|
|
|
|
|
|
|
||||||||
Other current liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
$
|
37
|
|
|
$
|
22
|
|
|
$
|
26
|
|
|
$
|
11
|
|
Commodity derivatives
|
7
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||
Cross-currency interest rate swaps
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Current portion of long-term debt
|
|
|
|
|
|
|
|
||||||||
Fixed rate debt swapped to floating
|
801
|
|
|
125
|
|
|
—
|
|
|
—
|
|
||||
Long-term debt
|
|
|
|
|
|
|
|
||||||||
Fixed rate debt swapped to floating
|
855
|
|
|
1,649
|
|
|
—
|
|
|
—
|
|
||||
Other noncurrent liabilities
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||
Total liabilities
|
$
|
1,701
|
|
|
$
|
1,802
|
|
|
$
|
26
|
|
|
$
|
11
|
|
|
Fair Value of Assets
|
|
Fair Value of Liabilities
|
|||||||||||||
|
September 30,
2015
|
|
September 30,
2014
|
|
September 30,
2015
|
|
September 30,
2014
|
|
||||||||
Gross amount recognized
|
$
|
233
|
|
|
$
|
243
|
|
|
$
|
1,727
|
|
|
$
|
1,813
|
|
|
Gross amount eligible for offsetting
|
(8
|
)
|
|
(11
|
)
|
|
(8
|
)
|
|
(11
|
)
|
|
||||
Net amount
|
$
|
225
|
|
|
$
|
232
|
|
|
$
|
1,719
|
|
|
$
|
1,802
|
|
|
|
|
Location of Gain (Loss)
Reclassified from AOCI into Income
|
|
Amount of Gain (Loss) Reclassified from AOCI into Income
|
||||||
Derivatives in ASC 815 Cash Flow Hedging Relationships
|
|
|
Year Ended September 30,
|
|||||||
|
|
2015
|
|
2014
|
||||||
Foreign currency exchange derivatives
|
|
Cost of sales
|
|
$
|
1
|
|
|
$
|
(2
|
)
|
Commodity derivatives
|
|
Cost of sales
|
|
(11
|
)
|
|
1
|
|
||
Forward treasury locks
|
|
Net financing charges
|
|
1
|
|
|
1
|
|
||
Total
|
|
|
|
$
|
(9
|
)
|
|
$
|
—
|
|
Derivatives in ASC 815 Cash Flow Hedging Relationships
|
|
Amount of Gain (Loss) Recognized in AOCI on Derivative
|
||||||
|
September 30, 2015
|
|
September 30, 2014
|
|||||
Foreign currency exchange derivatives
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
Commodity derivatives
|
|
(7
|
)
|
|
(2
|
)
|
||
Forward treasury locks
|
|
5
|
|
|
6
|
|
||
Total
|
|
$
|
(7
|
)
|
|
$
|
4
|
|
|
|
Location of Gain (Loss)
Recognized in Income on
Derivative
|
|
Amount of Gain (Loss) Recognized in Income on Derivative
|
||||||||||
Derivatives in ASC 815 Fair Value Hedging Relationships
|
|
|
Year Ended September 30,
|
|||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||||
Interest rate swap
|
|
Net financing charges
|
|
$
|
7
|
|
|
$
|
5
|
|
|
$
|
(2
|
)
|
Fixed rate debt swapped to floating
|
|
Net financing charges
|
|
(7
|
)
|
|
(5
|
)
|
|
2
|
|
|||
Total
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Location of Gain (Loss)
Recognized in Income on
Derivative
|
|
Amount of Gain (Loss) Recognized in Income on Derivative
|
||||||||||
Derivatives Not Designated as Hedging Instruments under ASC 815
|
|
|
Year Ended September 30,
|
|||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||||
Foreign currency exchange derivatives
|
|
Cost of sales
|
|
$
|
(3
|
)
|
|
$
|
1
|
|
|
$
|
(8
|
)
|
Foreign currency exchange derivatives
|
|
Net financing charges
|
|
(12
|
)
|
|
18
|
|
|
25
|
|
|||
Foreign currency exchange derivatives
|
|
Provision for income taxes
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||
Equity swap
|
|
Selling, general and administrative
|
|
(9
|
)
|
|
(1
|
)
|
|
65
|
|
|||
Total
|
|
|
|
$
|
(24
|
)
|
|
$
|
18
|
|
|
$
|
77
|
|
|
Fair Value Measurements Using:
|
||||||||||||||
|
Total as of
September 30, 2015
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Other current assets
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
$
|
58
|
|
|
$
|
—
|
|
|
$
|
58
|
|
|
$
|
—
|
|
Interest rate swaps
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Cross-currency interest rate swaps
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
Other noncurrent assets
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
Investments in marketable common stock
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
||||
Equity swap
|
164
|
|
|
164
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
$
|
237
|
|
|
$
|
168
|
|
|
$
|
69
|
|
|
$
|
—
|
|
Other current liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
$
|
63
|
|
|
$
|
—
|
|
|
$
|
63
|
|
|
$
|
—
|
|
Commodity derivatives
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||
Cross-currency interest rate swaps
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Current portion of long-term debt
|
|
|
|
|
|
|
|
||||||||
Fixed rate debt swapped to floating
|
801
|
|
|
—
|
|
|
801
|
|
|
—
|
|
||||
Long-term debt
|
|
|
|
|
|
|
|
||||||||
Fixed rate debt swapped to floating
|
855
|
|
|
—
|
|
|
855
|
|
|
—
|
|
||||
Total liabilities
|
$
|
1,727
|
|
|
$
|
—
|
|
|
$
|
1,727
|
|
|
$
|
—
|
|
|
Year Ended September 30,
|
||||
|
2015
|
|
2014
|
|
2013
|
Expected life of option (years)
|
6.6
|
|
6.7
|
|
5.0 - 6.7
|
Risk-free interest rate
|
1.61% - 1.93%
|
|
1.92%
|
|
0.62% - 1.33%
|
Expected volatility of the Company’s stock
|
36.00%
|
|
36.00%
|
|
41.00%
|
Expected dividend yield on the Company’s stock
|
2.02%
|
|
2.17%
|
|
2.03%
|
|
Weighted
Average
Option Price
|
|
Shares
Subject to
Option
|
|
Weighted
Average
Remaining
Contractual
Life (years)
|
|
Aggregate
Intrinsic
Value
(in millions)
|
|||||
Outstanding, September 30, 2014
|
$
|
28.83
|
|
|
22,727,917
|
|
|
|
|
|
||
Granted
|
50.16
|
|
|
794,978
|
|
|
|
|
|
|||
Exercised
|
27.28
|
|
|
(10,154,810
|
)
|
|
|
|
|
|||
Forfeited or expired
|
35.70
|
|
|
(328,845
|
)
|
|
|
|
|
|||
Outstanding, September 30, 2015
|
$
|
31.17
|
|
|
13,039,240
|
|
|
5.3
|
|
$
|
144
|
|
Exercisable, September 30, 2015
|
$
|
29.41
|
|
|
10,095,826
|
|
|
4.6
|
|
$
|
123
|
|
Expected life of SAR (years)
|
0.05 - 5.55
|
Risk-free interest rate
|
0.00% - 1.47%
|
Expected volatility of the Company’s stock
|
36.00%
|
Expected dividend yield on the Company’s stock
|
2.02%
|
|
Weighted
Average
SAR Price
|
|
Shares
Subject to
SAR
|
|
Weighted
Average
Remaining
Contractual
Life (years)
|
|
Aggregate
Intrinsic
Value
(in millions)
|
|||||
Outstanding, September 30, 2014
|
$
|
27.78
|
|
|
2,643,647
|
|
|
|
|
|
||
Granted
|
50.23
|
|
|
37,965
|
|
|
|
|
|
|||
Exercised
|
27.85
|
|
|
(886,827
|
)
|
|
|
|
|
|||
Forfeited or expired
|
28.66
|
|
|
(54,685
|
)
|
|
|
|
|
|||
Outstanding, September 30, 2015
|
$
|
29.53
|
|
|
1,740,100
|
|
|
5.1
|
|
$
|
21
|
|
Exercisable, September 30, 2015
|
$
|
28.82
|
|
|
1,346,610
|
|
|
4.5
|
|
$
|
17
|
|
|
Weighted
Average
Price
|
|
Shares/Units
Subject to
Restriction
|
|||
Nonvested, September 30, 2014
|
$
|
40.52
|
|
|
1,953,816
|
|
Granted
|
50.15
|
|
|
1,226,568
|
|
|
Vested
|
37.19
|
|
|
(597,440
|
)
|
|
Forfeited
|
47.15
|
|
|
(212,789
|
)
|
|
Nonvested, September 30, 2015
|
$
|
45.75
|
|
|
2,370,155
|
|
|
Weighted
Average
Price
|
|
Shares/Units
Subject to
PSU
|
|||
Nonvested, September 30, 2014
|
$
|
38.26
|
|
|
695,792
|
|
Granted
|
49.89
|
|
|
362,374
|
|
|
Forfeited
|
41.60
|
|
|
(133,778
|
)
|
|
Nonvested, September 30, 2015
|
$
|
42.33
|
|
|
924,388
|
|
|
Year Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Income Available to Common Shareholders
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1,439
|
|
|
$
|
1,404
|
|
|
$
|
992
|
|
Income (loss) from discontinued operations
|
124
|
|
|
(189
|
)
|
|
186
|
|
|||
Basic and diluted income available to common shareholders
|
$
|
1,563
|
|
|
$
|
1,215
|
|
|
$
|
1,178
|
|
|
|
|
|
|
|
||||||
Weighted Average Shares Outstanding
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
655.2
|
|
|
666.9
|
|
|
683.7
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options and unvested restricted stock
|
6.3
|
|
|
7.9
|
|
|
5.5
|
|
|||
Diluted weighted average shares outstanding
|
661.5
|
|
|
674.8
|
|
|
689.2
|
|
|||
|
|
|
|
|
|
||||||
Antidilutive Securities
|
|
|
|
|
|
||||||
Options to purchase common shares
|
0.4
|
|
|
0.1
|
|
|
0.8
|
|
|
Equity Attributable to Johnson Controls, Inc.
|
|
Equity Attributable to Noncontrolling Interests
|
|
Total Equity
|
||||||
At September 30, 2012
|
$
|
11,625
|
|
|
$
|
148
|
|
|
$
|
11,773
|
|
Total comprehensive income:
|
|
|
|
|
|
||||||
Net income
|
1,178
|
|
|
71
|
|
|
1,249
|
|
|||
Foreign currency translation adjustments
|
(21
|
)
|
|
—
|
|
|
(21
|
)
|
|||
Realized and unrealized losses on derivatives
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||
Realized and unrealized gains on marketable common stock
|
2
|
|
|
—
|
|
|
2
|
|
|||
Pension and postretirement plans
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
|||
Other comprehensive loss
|
(40
|
)
|
|
—
|
|
|
(40
|
)
|
|||
Comprehensive income
|
1,138
|
|
|
71
|
|
|
1,209
|
|
|||
Other changes in equity:
|
|
|
|
|
|
||||||
Cash dividends - common stock ($0.76 per share)
|
(520
|
)
|
|
—
|
|
|
(520
|
)
|
|||
Dividends attributable to noncontrolling interests
|
—
|
|
|
(39
|
)
|
|
(39
|
)
|
|||
Redemption value adjustment attributable to redeemable noncontrolling interests
|
59
|
|
|
—
|
|
|
59
|
|
|||
Repurchases of common stock
|
(350
|
)
|
|
—
|
|
|
(350
|
)
|
|||
Change in noncontrolling interest share
|
—
|
|
|
80
|
|
|
80
|
|
|||
Other, including options exercised
|
362
|
|
|
—
|
|
|
362
|
|
|||
At September 30, 2013
|
12,314
|
|
|
260
|
|
|
12,574
|
|
|||
Total comprehensive income:
|
|
|
|
|
|
||||||
Net income
|
1,215
|
|
|
90
|
|
|
1,305
|
|
|||
Foreign currency translation adjustments
|
(640
|
)
|
|
(2
|
)
|
|
(642
|
)
|
|||
Realized and unrealized losses on derivatives
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||
Realized and unrealized losses on marketable common stock
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|||
Pension and postretirement plans
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||
Other comprehensive loss
|
(655
|
)
|
|
(2
|
)
|
|
(657
|
)
|
|||
Comprehensive income
|
560
|
|
|
88
|
|
|
648
|
|
|||
Other changes in equity:
|
|
|
|
|
|
||||||
Cash dividends - common stock ($0.88 per share)
|
(586
|
)
|
|
—
|
|
|
(586
|
)
|
|||
Dividends attributable to noncontrolling interests
|
—
|
|
|
(59
|
)
|
|
(59
|
)
|
|||
Repurchases of common stock
|
(1,249
|
)
|
|
—
|
|
|
(1,249
|
)
|
|||
Change in noncontrolling interest share
|
—
|
|
|
(32
|
)
|
|
(32
|
)
|
|||
Other, including options exercised
|
272
|
|
|
(6
|
)
|
|
266
|
|
|||
At September 30, 2014
|
11,311
|
|
|
251
|
|
|
11,562
|
|
|||
Total comprehensive income:
|
|
|
|
|
|
||||||
Net income
|
1,563
|
|
|
65
|
|
|
1,628
|
|
|||
Foreign currency translation adjustments
|
(799
|
)
|
|
(3
|
)
|
|
(802
|
)
|
|||
Realized and unrealized losses on derivatives
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|||
Pension and postretirement plans
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|||
Other comprehensive loss
|
(820
|
)
|
|
(3
|
)
|
|
(823
|
)
|
|||
Comprehensive income
|
743
|
|
|
62
|
|
|
805
|
|
|||
Other changes in equity:
|
|
|
|
|
|
||||||
Cash dividends - common stock ($1.04 per share)
|
(681
|
)
|
|
—
|
|
|
(681
|
)
|
|||
Dividends attributable to noncontrolling interests
|
—
|
|
|
(57
|
)
|
|
(57
|
)
|
|||
Repurchases of common stock
|
(1,362
|
)
|
|
—
|
|
|
(1,362
|
)
|
|||
Other, including options exercised
|
365
|
|
|
(93
|
)
|
|
272
|
|
|||
At September 30, 2015
|
$
|
10,376
|
|
|
$
|
163
|
|
|
$
|
10,539
|
|
|
Year Ended September 30, 2015
|
|
Year Ended September 30, 2014
|
|
Year Ended September 30, 2013
|
||||||
Beginning balance, September 30
|
$
|
194
|
|
|
$
|
157
|
|
|
$
|
253
|
|
Net income
|
51
|
|
|
38
|
|
|
48
|
|
|||
Foreign currency translation adjustments
|
(23
|
)
|
|
—
|
|
|
1
|
|
|||
Realized and unrealized gains on derivatives
|
1
|
|
|
—
|
|
|
—
|
|
|||
Change in noncontrolling interest share
|
—
|
|
|
—
|
|
|
(63
|
)
|
|||
Dividends
|
(11
|
)
|
|
(7
|
)
|
|
(23
|
)
|
|||
Redemption value adjustment
|
—
|
|
|
—
|
|
|
(59
|
)
|
|||
Other
|
—
|
|
|
6
|
|
|
—
|
|
|||
Ending balance, September 30
|
$
|
212
|
|
|
$
|
194
|
|
|
$
|
157
|
|
|
Year Ended September 30, 2015
|
|
Year Ended September 30, 2014
|
|
Year Ended September 30, 2013
|
||||||
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
(248
|
)
|
|
$
|
392
|
|
|
$
|
413
|
|
Aggregate adjustment for the period (net of tax effect of $(44), $7 and $19) *
|
(799
|
)
|
|
(640
|
)
|
|
(21
|
)
|
|||
Balance at end of period
|
(1,047
|
)
|
|
(248
|
)
|
|
392
|
|
|||
|
|
|
|
|
|
||||||
Realized and unrealized gains (losses) on derivatives
|
|
|
|
|
|
||||||
Balance at beginning of period
|
4
|
|
|
7
|
|
|
12
|
|
|||
Current period changes in fair value (net of tax effect of $(4), $(1) and $(2))
|
(5
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|||
Reclassification to income (net of tax effect of $(3), $0 and $(2)) **
|
(6
|
)
|
|
—
|
|
|
(3
|
)
|
|||
Balance at end of period
|
(7
|
)
|
|
4
|
|
|
7
|
|
|||
|
|
|
|
|
|
||||||
Realize and unrealized gains (losses) on marketable common stock
|
|
|
|
|
|
||||||
Balance at beginning of period
|
—
|
|
|
7
|
|
|
5
|
|
|||
Current period changes in fair value (net of tax effect of $0)
|
—
|
|
|
(1
|
)
|
|
2
|
|
|||
Reclassifications to income (net of tax effect of $0, $(2) and $0) ***
|
—
|
|
|
(6
|
)
|
|
—
|
|
|||
Balance at end of period
|
—
|
|
|
—
|
|
|
7
|
|
|||
|
|
|
|
|
|
||||||
Pension and postretirement plans
|
|
|
|
|
|
||||||
Balance at beginning of period
|
7
|
|
|
12
|
|
|
28
|
|
|||
Reclassification to income (net of tax effect of $(3), $(3) and $(9)) ****
|
(11
|
)
|
|
(4
|
)
|
|
(18
|
)
|
|||
Other changes (net of tax effect of $0)
|
1
|
|
|
(1
|
)
|
|
2
|
|
|||
Balance at end of period
|
(3
|
)
|
|
7
|
|
|
12
|
|
|||
|
|
|
|
|
|
||||||
Accumulated other comprehensive income (loss), end of period
|
$
|
(1,057
|
)
|
|
$
|
(237
|
)
|
|
$
|
418
|
|
2016
|
$
|
269
|
|
2017
|
228
|
|
|
2018
|
227
|
|
|
2019
|
236
|
|
|
2020
|
243
|
|
|
2021-2025
|
1,295
|
|
2016
|
$
|
19
|
|
2017
|
19
|
|
|
2018
|
19
|
|
|
2019
|
19
|
|
|
2020
|
19
|
|
|
2021-2025
|
79
|
|
•
|
Assets contributed to the multiemployer benefit plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to the multiemployer benefit plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
•
|
If the Company stops participating in some of its multiemployer benefit plans, the Company may be required to pay those plans an amount based on its allocable share of the underfunded status of the plan, referred to as a withdrawal liability.
|
|
Fair Value Measurements Using:
|
||||||||||||||
Asset Category
|
Total as of
September 30, 2015
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
|
|
|
|
|
|
|
||||||||
U.S. Pension
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
75
|
|
|
$
|
75
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Equity Securities
|
|
|
|
|
|
|
|
||||||||
Large-Cap
|
500
|
|
|
500
|
|
|
—
|
|
|
—
|
|
||||
Small-Cap
|
235
|
|
|
235
|
|
|
—
|
|
|
—
|
|
||||
International - Developed
|
472
|
|
|
472
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Fixed Income Securities
|
|
|
|
|
|
|
|
||||||||
Government
|
248
|
|
|
217
|
|
|
31
|
|
|
—
|
|
||||
Corporate/Other
|
753
|
|
|
615
|
|
|
138
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Real Estate
|
323
|
|
|
—
|
|
|
—
|
|
|
323
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total
|
$
|
2,606
|
|
|
$
|
2,114
|
|
|
$
|
169
|
|
|
$
|
323
|
|
|
|
|
|
|
|
|
|
||||||||
Non-U.S. Pension
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
98
|
|
|
$
|
98
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Equity Securities
|
|
|
|
|
|
|
|
||||||||
Large-Cap
|
68
|
|
|
68
|
|
|
—
|
|
|
—
|
|
||||
International - Developed
|
104
|
|
|
104
|
|
|
—
|
|
|
—
|
|
||||
International - Emerging
|
16
|
|
|
16
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Fixed Income Securities
|
|
|
|
|
|
|
|
||||||||
Government
|
441
|
|
|
319
|
|
|
122
|
|
|
—
|
|
||||
Corporate/Other
|
220
|
|
|
192
|
|
|
28
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Hedge Fund
|
172
|
|
|
—
|
|
|
172
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Real Estate
|
58
|
|
|
7
|
|
|
—
|
|
|
51
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total
|
$
|
1,177
|
|
|
$
|
804
|
|
|
$
|
322
|
|
|
$
|
51
|
|
|
|
|
|
|
|
|
|
||||||||
Postretirement
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
10
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Equity Securities
|
|
|
|
|
|
|
|
||||||||
Large-Cap
|
30
|
|
|
30
|
|
|
—
|
|
|
—
|
|
||||
Small-Cap
|
10
|
|
|
10
|
|
|
—
|
|
|
—
|
|
||||
International - Developed
|
22
|
|
|
22
|
|
|
—
|
|
|
—
|
|
||||
International - Emerging
|
10
|
|
|
10
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Fixed Income Securities
|
|
|
|
|
|
|
|
||||||||
Government
|
22
|
|
|
22
|
|
|
—
|
|
|
—
|
|
||||
Corporate/Other
|
67
|
|
|
67
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Commodities
|
12
|
|
|
12
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Real Estate
|
11
|
|
|
11
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total
|
$
|
194
|
|
|
$
|
194
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Total
|
|
Hedge Funds
|
|
Real Estate
|
||||||
U.S. Pension
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Asset value as of September 30, 2013
|
$
|
302
|
|
|
$
|
17
|
|
|
$
|
285
|
|
|
|
|
|
|
|
||||||
Additions net of redemptions
|
4
|
|
|
(13
|
)
|
|
17
|
|
|||
Realized gain
|
9
|
|
|
—
|
|
|
9
|
|
|||
Unrealized gain
|
20
|
|
|
—
|
|
|
20
|
|
|||
|
|
|
|
|
|
||||||
Asset value as of September 30, 2014
|
$
|
335
|
|
|
$
|
4
|
|
|
$
|
331
|
|
|
|
|
|
|
|
||||||
Additions net of redemptions
|
(59
|
)
|
|
(3
|
)
|
|
(56
|
)
|
|||
Realized gain (loss)
|
28
|
|
|
(1
|
)
|
|
29
|
|
|||
Unrealized gain
|
19
|
|
|
—
|
|
|
19
|
|
|||
|
|
|
|
|
|
||||||
Asset value as of September 30, 2015
|
$
|
323
|
|
|
$
|
—
|
|
|
$
|
323
|
|
|
|
|
|
|
|
||||||
Non-U.S. Pension
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Asset value as of September 30, 2013
|
$
|
98
|
|
|
$
|
89
|
|
|
$
|
9
|
|
|
|
|
|
|
|
||||||
Additions net of redemptions
|
10
|
|
|
—
|
|
|
10
|
|
|||
Unrealized gain
|
1
|
|
|
—
|
|
|
1
|
|
|||
Transfers out - to Level 2
|
(89
|
)
|
|
(89
|
)
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Asset value as of September 30, 2014
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
20
|
|
|
|
|
|
|
|
||||||
Additions net of redemptions
|
34
|
|
|
—
|
|
|
34
|
|
|||
Unrealized loss
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||
|
|
|
|
|
|
||||||
Asset value as of September 30, 2015
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
51
|
|
|
Pension Benefits
|
|
Postretirement
Benefits
|
||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
|||||||||||||||||||
September 30,
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accumulated Benefit Obligation
|
$
|
2,985
|
|
|
$
|
2,855
|
|
|
$
|
1,388
|
|
|
$
|
1,477
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in Projected Benefit Obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected benefit obligation at beginning of year
|
2,875
|
|
|
2,902
|
|
|
1,572
|
|
|
1,997
|
|
|
224
|
|
|
245
|
|
||||||
Service cost
|
31
|
|
|
70
|
|
|
25
|
|
|
38
|
|
|
3
|
|
|
5
|
|
||||||
Interest cost
|
122
|
|
|
138
|
|
|
46
|
|
|
71
|
|
|
9
|
|
|
12
|
|
||||||
Plan participant contributions
|
—
|
|
|
—
|
|
|
1
|
|
|
5
|
|
|
6
|
|
|
6
|
|
||||||
Acquisitions
|
—
|
|
|
37
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
7
|
|
||||||
Divestitures (1)
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
(626
|
)
|
|
—
|
|
|
—
|
|
||||||
Actuarial (gain) loss
|
203
|
|
|
241
|
|
|
7
|
|
|
250
|
|
|
—
|
|
|
(26
|
)
|
||||||
Amendments made during the year
|
—
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefits and settlements paid
|
(209
|
)
|
|
(514
|
)
|
|
(65
|
)
|
|
(84
|
)
|
|
(24
|
)
|
|
(26
|
)
|
||||||
Estimated subsidy received
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
||||||
Curtailment
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
43
|
|
|
(3
|
)
|
|
(4
|
)
|
|
—
|
|
||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
(159
|
)
|
|
(74
|
)
|
|
(4
|
)
|
|
(1
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected benefit obligation at end of year
|
$
|
3,022
|
|
|
$
|
2,875
|
|
|
$
|
1,447
|
|
|
$
|
1,572
|
|
|
$
|
211
|
|
|
$
|
224
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of year
|
$
|
2,504
|
|
|
$
|
2,656
|
|
|
$
|
1,201
|
|
|
$
|
1,656
|
|
|
$
|
219
|
|
|
$
|
226
|
|
Actual return on plan assets
|
(4
|
)
|
|
307
|
|
|
48
|
|
|
155
|
|
|
(9
|
)
|
|
11
|
|
||||||
Acquisitions
|
—
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Divestitures (1)
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(617
|
)
|
|
—
|
|
|
—
|
|
||||||
Employer and employee contributions
|
315
|
|
|
12
|
|
|
81
|
|
|
152
|
|
|
8
|
|
|
8
|
|
||||||
Benefits paid
|
(201
|
)
|
|
(110
|
)
|
|
(55
|
)
|
|
(53
|
)
|
|
(24
|
)
|
|
(26
|
)
|
||||||
Settlement payments
|
(8
|
)
|
|
(404
|
)
|
|
(10
|
)
|
|
(31
|
)
|
|
—
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
39
|
|
|
4
|
|
|
—
|
|
|
—
|
|
||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
(117
|
)
|
|
(65
|
)
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at end of year
|
$
|
2,606
|
|
|
$
|
2,504
|
|
|
$
|
1,177
|
|
|
$
|
1,201
|
|
|
$
|
194
|
|
|
$
|
219
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Funded status
|
$
|
(416
|
)
|
|
$
|
(371
|
)
|
|
$
|
(270
|
)
|
|
$
|
(371
|
)
|
|
$
|
(17
|
)
|
|
$
|
(5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amounts recognized in the statement of financial position consist of:
|
|||||||||||||||||||||||
Prepaid benefit cost
|
$
|
17
|
|
|
$
|
47
|
|
|
$
|
30
|
|
|
$
|
36
|
|
|
$
|
37
|
|
|
$
|
57
|
|
Accrued benefit liability
|
(433
|
)
|
|
(418
|
)
|
|
(300
|
)
|
|
(407
|
)
|
|
(54
|
)
|
|
(62
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net amount recognized
|
$
|
(416
|
)
|
|
$
|
(371
|
)
|
|
$
|
(270
|
)
|
|
$
|
(371
|
)
|
|
$
|
(17
|
)
|
|
$
|
(5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted Average Assumptions (2)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate (3)
|
4.40
|
%
|
|
4.35
|
%
|
|
3.15
|
%
|
|
3.25
|
%
|
|
3.75
|
%
|
|
4.35
|
%
|
||||||
Rate of compensation increase
|
3.25
|
%
|
|
3.25
|
%
|
|
3.00
|
%
|
|
3.00
|
%
|
|
NA
|
|
|
NA
|
|
(1)
|
Fiscal 2014 includes
$617 million
of plan assets and
$626 million
of projected benefit obligations transferred to assets and liabilities held for sale on the consolidated statements of financial position for non-U.S. plans. The prepaid benefit cost and accrued benefit liability transferred are
$24 million
and
$33 million
, respectively. The plan assets transferred are comprised of
$553 million
of Level 1 investments and
$64 million
of Level 2 investments. The Level 1 investments, by asset category, are cash, equity securities, fixed income securities, real estate and commodities in the amounts of
$11 million
,
$110 million
,
$356 million
,
$70 million
and
$6 million
, respectively. The Level 2 investments are hedge fund investments. The weighted average discount rate and rate of compensation increase assumptions at September 30, 2014 are
2.30%
and
2.10%
, respectively.
|
(2)
|
Plan assets and obligations are determined based on a September 30 measurement date at
September 30, 2015
and
2014
.
|
(3)
|
The Company considers the expected benefit payments on a plan-by-plan basis when setting assumed discount rates. As a result, the Company uses different discount rates for each plan depending on the plan jurisdiction, the demographics of participants and the expected timing of benefit payments. For the U.S. pension and postretirement plans, the Company uses a discount rate provided by an independent third party calculated based on an appropriate mix of high quality bonds. For the non-U.S. pension and postretirement plans, the Company consistently uses the relevant country specific benchmark indices for determining the various discount rates.
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||
Accumulated other comprehensive loss (income)
|
|
|
|
||||
Net transition obligation
|
$
|
1
|
|
|
$
|
—
|
|
Net prior service cost (credit)
|
4
|
|
|
(1
|
)
|
||
Total
|
$
|
5
|
|
|
$
|
(1
|
)
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||
Amortization of:
|
|
|
|
||||
Net transition obligation
|
$
|
—
|
|
|
$
|
—
|
|
Net prior service cost (credit)
|
1
|
|
|
(1
|
)
|
||
Total
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
|||||||||||||||||||||||||||||||
Year ended September 30,
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
Components of Net Periodic Benefit Cost (Credit):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Service cost
|
$
|
31
|
|
|
$
|
70
|
|
|
$
|
90
|
|
|
$
|
32
|
|
|
$
|
38
|
|
|
$
|
38
|
|
|
$
|
3
|
|
|
$
|
5
|
|
|
$
|
5
|
|
Interest cost
|
122
|
|
|
138
|
|
|
151
|
|
|
57
|
|
|
71
|
|
|
64
|
|
|
9
|
|
|
12
|
|
|
11
|
|
|||||||||
Expected return on plan assets
|
(181
|
)
|
|
(207
|
)
|
|
(232
|
)
|
|
(71
|
)
|
|
(75
|
)
|
|
(71
|
)
|
|
(12
|
)
|
|
(12
|
)
|
|
(13
|
)
|
|||||||||
Net actuarial (gain) loss
|
387
|
|
|
126
|
|
|
(433
|
)
|
|
14
|
|
|
172
|
|
|
48
|
|
|
21
|
|
|
(24
|
)
|
|
(20
|
)
|
|||||||||
Amortization of prior service cost (credit)
|
—
|
|
|
1
|
|
|
1
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(7
|
)
|
|
(17
|
)
|
|||||||||
Curtailment gain
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
(2
|
)
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Settlement (gain) loss
|
1
|
|
|
15
|
|
|
(69
|
)
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net periodic benefit cost (credit)
|
360
|
|
|
143
|
|
|
(492
|
)
|
|
16
|
|
|
204
|
|
|
51
|
|
|
20
|
|
|
(26
|
)
|
|
(34
|
)
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net periodic benefit (cost) credit related to discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
(38
|
)
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net periodic benefit cost (credit) included in continuing operations
|
$
|
360
|
|
|
$
|
143
|
|
|
$
|
(492
|
)
|
|
$
|
30
|
|
|
$
|
166
|
|
|
$
|
70
|
|
|
$
|
20
|
|
|
$
|
(26
|
)
|
|
$
|
(34
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Expense Assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Discount rate
|
4.35
|
%
|
|
4.90
|
%
|
|
4.15
|
%
|
|
3.00
|
%
|
|
3.60
|
%
|
|
3.40
|
%
|
|
4.35
|
%
|
|
4.90
|
%
|
|
4.15
|
%
|
|||||||||
Expected return on plan assets
|
7.50
|
%
|
|
8.00
|
%
|
|
8.00
|
%
|
|
4.50
|
%
|
|
4.75
|
%
|
|
4.55
|
%
|
|
5.75
|
%
|
|
5.80
|
%
|
|
5.80
|
%
|
|||||||||
Rate of compensation increase
|
3.25
|
%
|
|
3.30
|
%
|
|
3.25
|
%
|
|
2.60
|
%
|
|
2.60
|
%
|
|
2.45
|
%
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
Employee Severance and Termination Benefits
|
|
Long-Lived Asset Impairments
|
|
Other
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Original Reserve
|
$
|
191
|
|
|
$
|
183
|
|
|
$
|
23
|
|
|
$
|
397
|
|
Utilized—cash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Utilized—noncash
|
—
|
|
|
(183
|
)
|
|
—
|
|
|
(183
|
)
|
||||
Balance at September 30, 2015
|
$
|
191
|
|
|
$
|
—
|
|
|
$
|
23
|
|
|
$
|
214
|
|
|
Employee Severance and Termination Benefits
|
|
Long-Lived Asset Impairments
|
|
Goodwill Impairment
|
|
Other
|
|
Currency
Translation |
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Original Reserve
|
$
|
191
|
|
|
$
|
134
|
|
|
$
|
47
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
377
|
|
Utilized—cash
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
||||||
Utilized—noncash
|
—
|
|
|
(134
|
)
|
|
(47
|
)
|
|
—
|
|
|
(6
|
)
|
|
(187
|
)
|
||||||
Balance at September 30, 2014
|
$
|
183
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
(6
|
)
|
|
$
|
182
|
|
Utilized—cash
|
(65
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(70
|
)
|
||||||
Utilized—noncash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
||||||
Balance at September 30, 2015
|
$
|
118
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(19
|
)
|
|
$
|
99
|
|
|
Employee Severance and Termination Benefits
|
|
Long-Lived Asset Impairments
|
|
Goodwill Impairment
|
|
Other
|
|
Currency
Translation |
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Original Reserve
|
$
|
392
|
|
|
$
|
156
|
|
|
$
|
430
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
985
|
|
Utilized—cash
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
||||||
Utilized—noncash
|
—
|
|
|
(156
|
)
|
|
(430
|
)
|
|
(4
|
)
|
|
4
|
|
|
(586
|
)
|
||||||
Transfer to liabilities held for sale
|
(31
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
||||||
Balance at September 30, 2013
|
$
|
335
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
342
|
|
Utilized—cash
|
(144
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(147
|
)
|
||||||
Utilized—noncash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
(11
|
)
|
||||||
Transfer from liabilities held for sale
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
||||||
Transfer to liabilities held for sale
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
||||||
Balance at September 30, 2014
|
$
|
198
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7
|
)
|
|
$
|
191
|
|
Utilized—cash
|
(113
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(113
|
)
|
||||||
Utilized—noncash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(10
|
)
|
||||||
Balance at September 30, 2015
|
$
|
85
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(17
|
)
|
|
$
|
68
|
|
|
Year Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Tax expense at federal statutory rate
|
$
|
753
|
|
|
$
|
671
|
|
|
$
|
619
|
|
State income taxes, net of federal benefit
|
(23
|
)
|
|
7
|
|
|
39
|
|
|||
Foreign income tax expense at different rates and foreign losses without tax benefits
|
(198
|
)
|
|
(196
|
)
|
|
(299
|
)
|
|||
U.S. tax on foreign income
|
(203
|
)
|
|
(222
|
)
|
|
(56
|
)
|
|||
Reserve and valuation allowance adjustments
|
(99
|
)
|
|
34
|
|
|
197
|
|
|||
U.S. credits and incentives
|
(12
|
)
|
|
(9
|
)
|
|
(28
|
)
|
|||
Business divestitures
|
354
|
|
|
71
|
|
|
8
|
|
|||
Restructuring and impairment costs
|
52
|
|
|
75
|
|
|
238
|
|
|||
Other
|
(24
|
)
|
|
(24
|
)
|
|
(44
|
)
|
|||
Income tax provision
|
$
|
600
|
|
|
$
|
407
|
|
|
$
|
674
|
|
|
Year Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Beginning balance, September 30
|
$
|
1,655
|
|
|
$
|
1,345
|
|
|
$
|
1,465
|
|
Additions for tax positions related to the current year
|
363
|
|
|
329
|
|
|
123
|
|
|||
Additions for tax positions of prior years
|
23
|
|
|
31
|
|
|
84
|
|
|||
Reductions for tax positions of prior years
|
(124
|
)
|
|
(36
|
)
|
|
(43
|
)
|
|||
Settlements with taxing authorities
|
(541
|
)
|
|
(9
|
)
|
|
(160
|
)
|
|||
Statute closings
|
(18
|
)
|
|
(5
|
)
|
|
(45
|
)
|
|||
Audit resolutions
|
(123
|
)
|
|
—
|
|
|
(79
|
)
|
|||
Ending balance, September 30
|
$
|
1,235
|
|
|
$
|
1,655
|
|
|
$
|
1,345
|
|
Tax Jurisdiction
|
|
Tax Years Covered
|
|
|
|
Belgium
|
|
2012 - 2014
|
Brazil
|
|
2004 - 2008, 2011 - 2012
|
Canada
|
|
2008 - 2013
|
France
|
|
2002 - 2013
|
Germany
|
|
2007 - 2012
|
Italy
|
|
2005 - 2009, 2011
|
Korea
|
|
2008 - 2012
|
Mexico
|
|
2010 - 2013
|
United Kingdom
|
|
2011 - 2013
|
|
Year Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
(477
|
)
|
|
$
|
109
|
|
|
$
|
67
|
|
State
|
(21
|
)
|
|
15
|
|
|
30
|
|
|||
Foreign
|
906
|
|
|
585
|
|
|
340
|
|
|||
|
408
|
|
|
709
|
|
|
437
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
201
|
|
|
(175
|
)
|
|
204
|
|
|||
State
|
(31
|
)
|
|
(6
|
)
|
|
14
|
|
|||
Foreign
|
22
|
|
|
(121
|
)
|
|
19
|
|
|||
|
192
|
|
|
(302
|
)
|
|
237
|
|
|||
|
|
|
|
|
|
||||||
Income tax provision
|
$
|
600
|
|
|
$
|
407
|
|
|
$
|
674
|
|
|
September 30,
|
||||||
|
2015
|
|
2014
|
||||
Other current assets
|
$
|
624
|
|
|
$
|
558
|
|
Other noncurrent assets
|
1,327
|
|
|
1,834
|
|
||
Other current liabilities
|
(49
|
)
|
|
(51
|
)
|
||
Other noncurrent liabilities
|
(420
|
)
|
|
(427
|
)
|
||
|
|
|
|
||||
Net deferred tax asset
|
$
|
1,482
|
|
|
$
|
1,914
|
|
|
September 30,
|
||||||
|
2015
|
|
2014
|
||||
Deferred tax assets
|
|
|
|
||||
Accrued expenses and reserves
|
$
|
210
|
|
|
$
|
197
|
|
Employee and retiree benefits
|
270
|
|
|
243
|
|
||
Net operating loss and other credit carryforwards
|
2,471
|
|
|
3,233
|
|
||
Research and development
|
64
|
|
|
118
|
|
||
Joint ventures and partnerships
|
231
|
|
|
—
|
|
||
Other
|
16
|
|
|
—
|
|
||
|
3,262
|
|
|
3,791
|
|
||
Valuation allowances
|
(1,256
|
)
|
|
(1,285
|
)
|
||
|
2,006
|
|
|
2,506
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Property, plant and equipment
|
124
|
|
|
128
|
|
||
Intangible assets
|
400
|
|
|
275
|
|
||
Joint ventures and partnerships
|
—
|
|
|
37
|
|
||
Other
|
—
|
|
|
152
|
|
||
|
524
|
|
|
592
|
|
||
|
|
|
|
||||
Net deferred tax asset
|
$
|
1,482
|
|
|
$
|
1,914
|
|
•
|
North America Systems and Service provides HVAC and controls systems, energy efficient solutions and technical services, including inspection, scheduled maintenance, and repair and replacement of mechanical and control systems to non-residential buildings and industrials applications in the North American marketplace.
|
•
|
Asia provides HVAC and refrigeration systems and technical services to the Asian marketplace.
|
•
|
Other provides HVAC and refrigeration systems and technical services to markets in Europe, the Middle East and Latin America. Other also designs and produces heating and air conditioning solutions for residential and light commercial applications, and markets products to the replacement and new construction markets.
|
•
|
Seating produces automotive seat metal structures and mechanisms, foam, trim, fabric and complete seat systems.
|
•
|
Interiors produces instrument panels, floor consoles and door panels.
|
|
Year Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net Sales
|
|
|
|
|
|
||||||
Building Efficiency
|
|
|
|
|
|
||||||
North America Systems and Service
|
$
|
4,443
|
|
|
$
|
4,336
|
|
|
$
|
4,492
|
|
Asia
|
1,957
|
|
|
2,069
|
|
|
2,022
|
|
|||
Other
|
4,110
|
|
|
3,680
|
|
|
3,812
|
|
|||
|
10,510
|
|
|
10,085
|
|
|
10,326
|
|
|||
Automotive Experience
|
|
|
|
|
|
||||||
Seating
|
16,539
|
|
|
17,531
|
|
|
16,285
|
|
|||
Interiors
|
3,540
|
|
|
4,501
|
|
|
4,176
|
|
|||
|
20,079
|
|
|
22,032
|
|
|
20,461
|
|
|||
Power Solutions
|
6,590
|
|
|
6,632
|
|
|
6,358
|
|
|||
|
|
|
|
|
|
||||||
Total net sales
|
$
|
37,179
|
|
|
$
|
38,749
|
|
|
$
|
37,145
|
|
|
Year Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Segment Income (Loss)
|
|
|
|
|
|
||||||
Building Efficiency
|
|
|
|
|
|
||||||
North America Systems and Service (1)
|
$
|
513
|
|
|
$
|
448
|
|
|
$
|
498
|
|
Asia (2)
|
283
|
|
|
332
|
|
|
270
|
|
|||
Other (3)
|
127
|
|
|
37
|
|
|
77
|
|
|||
|
923
|
|
|
817
|
|
|
845
|
|
|||
Automotive Experience
|
|
|
|
|
|
||||||
Seating (4)
|
928
|
|
|
853
|
|
|
686
|
|
|||
Interiors (5)
|
254
|
|
|
(1
|
)
|
|
(19
|
)
|
|||
|
1,182
|
|
|
852
|
|
|
667
|
|
|||
Power Solutions (6)
|
1,153
|
|
|
1,052
|
|
|
999
|
|
|||
|
|
|
|
|
|
||||||
Total segment income
|
$
|
3,258
|
|
|
$
|
2,721
|
|
|
$
|
2,511
|
|
|
|
|
|
|
|
||||||
Net financing charges
|
(288
|
)
|
|
(244
|
)
|
|
(247
|
)
|
|||
Restructuring and impairment costs
|
(397
|
)
|
|
(324
|
)
|
|
(903
|
)
|
|||
Net mark-to-market adjustments on pension and postretirement plans
|
(422
|
)
|
|
(237
|
)
|
|
407
|
|
|||
|
|
|
|
|
|
||||||
Income from continuing operations before income taxes
|
$
|
2,151
|
|
|
$
|
1,916
|
|
|
$
|
1,768
|
|
|
September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Assets
|
|
|
|
|
|
||||||
Building Efficiency
|
|
|
|
|
|
||||||
North America Systems and Service
|
$
|
2,726
|
|
|
$
|
2,758
|
|
|
$
|
2,699
|
|
Global Workplace Solutions (7)
|
—
|
|
|
—
|
|
|
1,286
|
|
|||
Asia
|
1,326
|
|
|
1,341
|
|
|
1,352
|
|
|||
Other
|
5,331
|
|
|
5,459
|
|
|
3,769
|
|
|||
|
9,383
|
|
|
9,558
|
|
|
9,106
|
|
|||
Automotive Experience
|
|
|
|
|
|
||||||
Seating
|
8,611
|
|
|
8,969
|
|
|
9,763
|
|
|||
Interiors (7)
|
1,265
|
|
|
321
|
|
|
1,872
|
|
|||
|
9,876
|
|
|
9,290
|
|
|
11,635
|
|
|||
Power Solutions
|
6,590
|
|
|
6,888
|
|
|
7,459
|
|
|||
Assets held for sale
|
55
|
|
|
2,787
|
|
|
804
|
|
|||
Unallocated
|
3,769
|
|
|
4,281
|
|
|
2,514
|
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
29,673
|
|
|
$
|
32,804
|
|
|
$
|
31,518
|
|
|
Year Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Depreciation/Amortization
|
|
|
|
|
|
||||||
Building Efficiency
|
|
|
|
|
|
||||||
North America Systems and Service
|
$
|
43
|
|
|
$
|
42
|
|
|
$
|
36
|
|
Asia
|
23
|
|
|
19
|
|
|
19
|
|
|||
Other
|
131
|
|
|
99
|
|
|
89
|
|
|||
|
197
|
|
|
160
|
|
|
144
|
|
|||
Automotive Experience
|
|
|
|
|
|
||||||
Seating
|
345
|
|
|
328
|
|
|
354
|
|
|||
Interiors
|
21
|
|
|
128
|
|
|
116
|
|
|||
|
366
|
|
|
456
|
|
|
470
|
|
|||
Power Solutions
|
297
|
|
|
315
|
|
|
272
|
|
|||
Discontinued Operations
|
—
|
|
|
24
|
|
|
66
|
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
860
|
|
|
$
|
955
|
|
|
$
|
952
|
|
|
Year Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Capital Expenditures
|
|
|
|
|
|
||||||
Building Efficiency
|
|
|
|
|
|
||||||
North America Systems and Service
|
$
|
37
|
|
|
$
|
37
|
|
|
$
|
12
|
|
Global Workplace Solutions
|
16
|
|
|
16
|
|
|
7
|
|
|||
Asia
|
30
|
|
|
26
|
|
|
73
|
|
|||
Other
|
185
|
|
|
160
|
|
|
106
|
|
|||
|
268
|
|
|
239
|
|
|
198
|
|
|||
Automotive Experience
|
|
|
|
|
|
||||||
Seating
|
437
|
|
|
420
|
|
|
467
|
|
|||
Interiors
|
121
|
|
|
181
|
|
|
235
|
|
|||
Electronics
|
—
|
|
|
31
|
|
|
52
|
|
|||
|
558
|
|
|
632
|
|
|
754
|
|
|||
Power Solutions
|
309
|
|
|
328
|
|
|
425
|
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
1,135
|
|
|
$
|
1,199
|
|
|
$
|
1,377
|
|
(1)
|
Building Efficiency - North America Systems and Service segment income for the years ended
September 30, 2015
,
2014
and
2013
excludes
$2 million
,
$12 million
and
$38 million
, respectively, of restructuring and impairment costs.
|
(2)
|
Building Efficiency - Asia segment income for the years ended
September 30, 2015
,
2014
and
2013
excludes
$7 million
,
$4 million
and
$5 million
, respectively, of restructuring and impairment costs. For the years ended September 30,
2014
and
2013
, Asia segment income includes
$21 million
and
$2 million
, respectively, of equity income.
|
(3)
|
Building Efficiency - Other segment income for the years ended
September 30, 2015
,
2014
and
2013
excludes
$29 million
,
$126 million
and
$95 million
, respectively, of restructuring and impairment costs. For the years ended
September 30, 2015
,
2014
and
2013
, Other segment income includes
$23 million
,
$14 million
and
$26 million
, respectively, of equity income.
|
(4)
|
Automotive Experience - Seating segment income for the years ended
September 30, 2015
,
2014
and
2013
excludes
$182 million
,
$29 million
and
$152 million
, respectively, of restructuring and impairment costs. For the years ended
September 30, 2015
,
2014
and
2013
, Seating segment income includes
$264 million
,
$250 million
and
$287 million
, respectively, of equity income.
|
(5)
|
Automotive Experience - Interiors segment income for the years ended September 30,
2014
and
2013
excludes
$130 million
and
$560 million
, respectively, of restructuring and impairment costs. For the years ended
September 30, 2015
,
2014
and
2013
, Interiors segment income includes
$31 million
,
$35 million
and
$16 million
, respectively, of equity income.
|
(6)
|
Power Solutions segment income for the years ended
September 30, 2015
,
2014
and
2013
excludes
$11 million
,
$16 million
and
$36 million
, respectively, of restructuring and impairment costs. For the years ended
September 30, 2015
,
2014
and
2013
, Power Solutions segment income includes
$57 million
,
$75 million
and
$68 million
, respectively, of equity income.
|
(7)
|
Current year and prior year amounts exclude assets held for sale. Refer to Note 3, "Discontinued Operations," of the notes to consolidated financial statements for further information regarding the Company's disposal groups classified as held for sale.
|
|
Year Ended September 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net Sales
|
|
|
|
|
|
||||||
United States
|
$
|
16,841
|
|
|
$
|
16,596
|
|
|
$
|
15,406
|
|
Germany
|
3,375
|
|
|
3,853
|
|
|
4,411
|
|
|||
Mexico
|
1,933
|
|
|
2,001
|
|
|
2,027
|
|
|||
Other European countries
|
7,320
|
|
|
8,913
|
|
|
7,639
|
|
|||
Other foreign
|
7,710
|
|
|
7,386
|
|
|
7,662
|
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
37,179
|
|
|
$
|
38,749
|
|
|
$
|
37,145
|
|
|
|
|
|
|
|
||||||
Long-Lived Assets (Year-end)
|
|
|
|
|
|
||||||
United States
|
$
|
2,681
|
|
|
$
|
2,762
|
|
|
$
|
2,551
|
|
Germany
|
680
|
|
|
910
|
|
|
1,057
|
|
|||
Mexico
|
594
|
|
|
567
|
|
|
560
|
|
|||
Other European countries
|
1,006
|
|
|
1,064
|
|
|
1,439
|
|
|||
Other foreign
|
909
|
|
|
1,011
|
|
|
978
|
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
5,870
|
|
|
$
|
6,314
|
|
|
$
|
6,585
|
|
|
2015
|
|
2014
|
||||
Current assets
|
$
|
7,083
|
|
|
$
|
4,365
|
|
Noncurrent assets
|
3,294
|
|
|
1,822
|
|
||
Total assets
|
$
|
10,377
|
|
|
$
|
6,187
|
|
|
|
|
|
||||
Current liabilities
|
$
|
6,268
|
|
|
$
|
3,318
|
|
Noncurrent liabilities
|
604
|
|
|
570
|
|
||
Noncontrolling interests
|
20
|
|
|
10
|
|
||
Shareholders’ equity
|
3,485
|
|
|
2,289
|
|
||
Total liabilities and shareholders’ equity
|
$
|
10,377
|
|
|
$
|
6,187
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales
|
$
|
12,922
|
|
|
$
|
10,820
|
|
|
$
|
9,973
|
|
Gross profit
|
1,911
|
|
|
1,638
|
|
|
1,483
|
|
|||
Net income
|
890
|
|
|
790
|
|
|
644
|
|
|||
Income attributable to noncontrolling interests
|
10
|
|
|
3
|
|
|
5
|
|
|||
Net income attributable to the entity
|
880
|
|
|
787
|
|
|
639
|
|
Year Ended September 30,
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Accounts Receivable - Allowance for Doubtful Accounts
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
72
|
|
|
$
|
68
|
|
|
$
|
78
|
|
Provision charged to costs and expenses
|
41
|
|
|
50
|
|
|
68
|
|
|||
Reserve adjustments
|
(15
|
)
|
|
(22
|
)
|
|
(50
|
)
|
|||
Accounts charged off
|
(16
|
)
|
|
(19
|
)
|
|
(27
|
)
|
|||
Acquisition of businesses
|
1
|
|
|
1
|
|
|
1
|
|
|||
Divestiture of businesses
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Currency translation
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|||
Transfers to held for sale
|
—
|
|
|
(5
|
)
|
|
(1
|
)
|
|||
Balance at end of period
|
$
|
82
|
|
|
$
|
72
|
|
|
$
|
68
|
|
|
|
|
|
|
|
||||||
Deferred Tax Assets - Valuation Allowance
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
1,285
|
|
|
$
|
1,172
|
|
|
$
|
766
|
|
Allowance provision for new operating and other loss carryforwards
|
23
|
|
|
121
|
|
|
165
|
|
|||
Allowance provision (benefit) adjustments
|
(52
|
)
|
|
(8
|
)
|
|
250
|
|
|||
Transfers to held for sale
|
—
|
|
|
—
|
|
|
(9
|
)
|
|||
Balance at end of period
|
$
|
1,256
|
|
|
$
|
1,285
|
|
|
$
|
1,172
|
|
ITEM 9
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A
|
CONTROLS AND PROCEDURES
|
ITEM 9B
|
OTHER INFORMATION
|
ITEM 10
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11
|
EXECUTIVE COMPENSATION
|
ITEM 12
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
JOHNSON CONTROLS, INC.
|
|
|
|
By
|
/s/ Brian J. Stief
|
|
Brian J. Stief
|
|
Executive Vice President and
Chief Financial Officer
|
|
|
Date:
|
November 18, 2015
|
Exhibit
|
|
Title
|
|
|
|
3.(i)
|
|
Restated Articles of Incorporation of Johnson Controls, Inc., as amended through January 23, 2013 (incorporated by reference to Exhibit 3.1 to Johnson Controls, Inc.’s Current Report on Form 8-K filed January 28, 2013) (Commission File No. 1-5097).
|
|
|
|
3.(ii)
|
|
Johnson Controls, Inc. By-Laws, as amended through July 22, 2015 (incorporated by reference to Exhibit 3.1 to Johnson Controls, Inc.’s Current Report on Form 8-K filed July 24, 2015) (Commission File No. 1-5097).
|
|
|
|
4.A
|
|
Miscellaneous long-term debt agreements and financing leases with banks and other creditors and debenture indentures.*
|
|
|
|
4.B
|
|
Miscellaneous industrial development bond long-term debt issues and related loan agreements and leases.*
|
|
|
|
4.C
|
|
Letter of agreement dated December 6, 1990 between Johnson Controls, Inc., LaSalle National Trust, N.A. and Fidelity Management Trust Company which replaces LaSalle National Trust, N.A. 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) (Commission File No. 1-5097).
|
|
|
|
4.D
|
|
Senior indenture, dated January 17, 2006, between Johnson Controls, Inc. and U.S. Bank National Association, as successor trustee to JP Morgan Chase Bank, National Association (incorporated by reference to Exhibit 4.1 to Johnson Controls, Inc. Registration Statement on Form S-3 [Reg. No. 333-157502]).
|
|
|
|
4.E
|
|
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 Exhibit 4.1 to Johnson Controls, Inc.’s Current Report on Form 8-K filed August 9, 2013) (Commission File No. 1-5097).
|
|
|
|
4.F
|
|
Subordinated Indenture, dated March 16, 2009, between Johnson Controls, Inc., and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Johnson Controls, Inc.’s Current Report on Form 8-K/A filed March 20, 2009) (Commission File No. 1-5097).
|
|
|
|
4.G
|
|
Supplemental Indenture No. 1, dated March 16, 2009, between Johnson Controls, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.3 to Johnson Controls, Inc.’s Current Report on Form 8-K/A filed March 20, 2009) (Commission File No. 1-5097).
|
|
|
|
4.H
|
|
Supplemental Indenture No. 2, dated March 1, 2012, between Johnson Controls, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Johnson Controls, Inc.’s Current Report on Form 8-K filed March 1, 2012) (Commission File No. 1-5097).
|
|
|
|
4.I
|
|
Officers’ Certificate, dated December 2, 2011, establishing the 2.600% Senior Notes due 2016, 3.750% Senior Notes due 2021 and 5.250% Senior Notes due 2041 (incorporated by reference to Exhibit 4.1 to Johnson Controls, Inc.’s Current Report on Form 8-K filed December 2, 2011) (Commission File No. 1-5097).
|
|
|
|
4.J
|
|
Officers’ Certificate, dated March 9, 2010 creating 5.000% Senior Notes due 2020 (incorporated by reference to Exhibit 4.1 to Johnson Controls, Inc.’s Current Report on Form 8-K filed March 10, 2010) (Commission File No. 1-5097).
|
|
|
|
4.K
|
|
Officers’ Certificate, dated June 13, 2014, establishing the 1.400% Senior Notes due 2017, 3.625% Senior Notes due 2024, 4.625% Senior Notes due 2044 and 4.950% Senior Notes due 2064 (incorporated by reference to Exhibit 4.1 to Johnson Controls, Inc.’s Current Report on Form 8-K filed June 13, 2014) (Commission File No. 1-5097).
|
|
|
|
4.L
|
|
Officers’ Certificate, dated February 4, 2011, establishing the Floating Rate Notes due 2014 (retired; no longer outstanding), 1.75% Senior Notes due 2014 (retired; no longer outstanding), 4.25% Senior Notes due 2021 and 5.70% Senior Notes due 2041 (incorporated by reference to Exhibit 4.1 to Johnson Controls, Inc.’s Current Report on Form 8-K filed February 7, 2011). (Commission File No. 1-5097).
|
Exhibit
|
|
Title
|
|
|
|
10.A
|
|
Global Assignment Letter between Dr. Beda Bolzenius and Johnson Controls, Inc. dated as of September 9, 2014 (terminated), (incorporated by reference to Exhibit 10.A to Johnson Controls, Inc.'s Annual Report on Form 10-K for the year ended September 30, 2014) (Commission File No. 1-5097). **
|
|
|
|
10.B
|
|
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 September 30, 2004) (Commission File No. 1-5097).**
|
|
|
|
10.C
|
|
Johnson Controls, Inc. Deferred Compensation Plan for Certain Directors, as amended and restated effective November 18, 2009 (incorporated by reference to Exhibit 10.C to Johnson Controls, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2009) (Commission File No. 1-5097).**
|
|
|
|
10.D
|
|
Johnson 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).**
|
|
|
|
10.E
|
|
Tax Refund Purchase Agreement among Dr. Beda Bolzenius, Johnson Controls, Inc. and Christiane Bolzenius dated as of November 30, 2012 (incorporated by reference to Exhibit 10.1 to Johnson Controls, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2012) (Commission File No. 1-5097).**
|
|
|
|
10.F
|
|
Global Assignment Letter between Susan F. Davis and Johnson Controls, Inc. dated as of June 9, 2014, as amended by the Addendum to Global Assignment Letter between Susan F. Davis and Johnson Controls, Inc., dated as of September 30, 2015, filed herewith (Commission File No. 1-5097).**
|
|
|
|
10.G
|
|
Form of indemnity agreement effective January 16, 2006, between Johnson Controls, Inc. and each of the directors and elected officers (incorporated by reference to Exhibit 10.L to Johnson Controls, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2007) (Commission File No. 1-5097).**
|
|
|
|
10.H
|
|
Johnson Controls, Inc. Director Share Unit Plan, as amended and restated effective September 20, 2011 (incorporated by reference to Exhibit 10.H to Johnson Controls, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2011) (Commission File No. 1-5097).**
|
|
|
|
10.I
|
|
Johnson Controls, Inc. 2000 Stock Option Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.I to Johnson Controls, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2009) (Commission File No. 1-5097).**
|
|
|
|
10.J
|
|
Form of stock option award agreement for Johnson Controls, Inc. 2000 Stock Option Plan, as amended through October 1, 2001, as in use through March 20, 2006 (incorporated by reference to Exhibit 10.1 to Johnson Controls, Inc.’s Current Report on Form 8-K filed November 15, 2005) (Commission File No. 1-5097).**
|
|
|
|
10.K
|
|
Johnson Controls, Inc. 2001 Restricted Stock Plan, as amended and restated effective September 20, 2011 (incorporated by reference to Exhibit 10.K to Johnson Controls, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2011) (Commission File No. 1-5097).**
|
|
|
|
10.L
|
|
Form of restricted stock award agreement for Johnson Controls, Inc. 2001 Restricted Stock Plan, as amended effective September 20, 2011 (incorporated by reference to Exhibit 10.L to Johnson Controls, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2011) (Commission File No. 1-5097).**
|
|
|
|
10.M
|
|
Johnson Controls, Inc. Executive Deferred Compensation Plan, as amended and restated effective July 23, 2013 (incorporated by reference to Exhibit 10.M to Johnson Controls, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2013) (Commission File No. 1-5097).**
|
Exhibit
|
|
Title
|
|
|
|
10.N
|
|
Johnson Controls, Inc. 2003 Stock Plan for Outside Directors, as amended September 1, 2009 (incorporated by reference to Exhibit 10.N to Johnson Controls, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2009) (Commission File No. 1-5097).**
|
|
|
|
10.O
|
|
Johnson Controls, Inc. Retirement Restoration Plan, as amended and restated effective July 15, 2015, filed herewith (Commission File No. 1-5097) **
|
|
|
|
10.P
|
|
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 the year ended September 30, 2014) (Commission File No. 1-5097).**
|
|
|
|
10.Q
|
|
Form of stock option award agreement for Johnson Controls, Inc. 2000 Stock Option Plan, as amended September 16, 2006, as in effect since October 2, 2006 (incorporated by reference to Exhibit 10.CC to Johnson Controls, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2006) (Commission File No. 1-5097).**
|
|
|
|
10.R
|
|
Johnson Controls, Inc. Long-Term Incentive Performance Plan, as amended and restated effective January 26, 2011 (incorporated by reference to Exhibit 10.2 to Johnson Controls, Inc.’s Current Report on Form 8-K filed February 1, 2011) (Commission File No. 1-5097).**
|
|
|
|
10.S
|
|
Johnson Controls, Inc. 2007 Stock Option Plan, amended as of September 20, 2011 (incorporated by reference to Exhibit 10.U to Johnson Controls, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2011) (Commission File No. 1-5097).**
|
|
|
|
10.T
|
|
Form of stock option or stock appreciation right award agreement for Johnson Controls, Inc. 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).**
|
|
|
|
10.U
|
|
Supplemental Agreement to the Employment Contract between Johnson Controls GmbH and Dr. Beda Bolzenius dated August 25, 2008 (incorporated by reference to Exhibit 10.EE to Johnson Controls, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2008) (Commission File No. 1-5097).**
|
|
|
|
10.V
|
|
Johnson Controls, Inc. Executive Compensation Incentive Recoupment Policy effective September 15, 2009, as amended through September 25, 2012 (incorporated by reference to Exhibit 10.X to Johnson Controls, Inc.'s Annual Report on Form 10-K for the year ended September 30, 2012) (Commission File No. 1-5097).**
|
|
|
|
10.W
|
|
Form of employment agreement, including form of change in control agreement, between Johnson Controls, Inc. and all elected officers and named executives, as amended and restated July 28, 2010 (incorporated by reference to Exhibit 10.Y to Johnson Controls, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010) (Commission File No. 1-5097).**
|
|
|
|
10. X
|
|
Johnson Controls, Inc. 2012 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1(a) to Johnson Controls, Inc.'s Current Report on Form 8-K filed January 28, 2013) (Commission File No. 1-5097).**
|
|
|
|
10.Y
|
|
Form of performance share unit agreement for Johnson Controls, Inc. 2012 Omnibus Incentive Plan for recipients who have not announced an intention to retire (incorporated by reference to Exhibit 10.1(a) to Johnson Controls, Inc.'s Current Report on Form 8-K filed November 21, 2013) (Commission File No. 1-5097).**
|
|
|
|
10.Z
|
|
Form of performance share unit agreement for Johnson Controls, Inc. 2012 Omnibus Incentive Plan for recipients who have announced an intention to retire (incorporated by reference to Exhibit 10.1(d) to Johnson Controls, Inc.'s Current Report on Form 8-K filed November 21, 2013) (Commission File No. 1-5097).**
|
Exhibit
|
|
Title
|
|
|
|
10.AA
|
|
Form of restricted stock/restricted stock unit agreement for Johnson Controls, Inc. 2012 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1(b) to Johnson Controls, Inc.'s Current Report on Form 8-K filed November 21, 2013) (Commission File No. 1-5097).**
|
|
|
|
10.BB
|
|
Form of restricted stock/restricted stock unit agreement for Johnson Controls, Inc. 2012 Omnibus Incentive Plan reflecting pro rata vesting on retirement, filed herewith (Commission File No. 1-5097).**
|
|
|
|
10.CC
|
|
Form of option/stock appreciation right agreement for Johnson Controls, Inc. 2012 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1(c) to Johnson Controls, Inc.'s Current Report on Form 8-K filed November 21, 2013) (Commission File No. 1-5097).**
|
|
|
|
10.DD
|
|
Separation Agreement and Release of All Claims between Johnson Controls, Inc. and C. David Myers dated as of September 30, 2014, and amendment thereto, dated October 29, 2014 (incorporated by reference to Exhibit 10.EE to Johnson Controls, Inc.'s Annual Report on Form 10-K for the year ended September 30, 2014) (Commission File No. 1-5097) .**
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12
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Computation of ratio of earnings to fixed charges for the years ended September 30, 2015, 2014, 2013, 2012 and 2011, filed herewith.
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21
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Subsidiaries of the Registrant, filed herewith.
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23
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Consent of Independent Registered Public Accounting Firm dated November 18, 2015, filed herewith.
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31.1
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Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
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31.2
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Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
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32
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Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
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101
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The following materials from Johnson Controls, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2015, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Position, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Cash Flow, (v) the Consolidated Statements of Shareholders’ Equity Attributable to Johnson Controls, Inc. and (vi) Notes to Consolidated Financial Statements, filed herewith.
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*
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These instruments are not being filed as exhibits herewith because none of the long-term debt instruments authorizes the issuance of debt in excess of 10% of the total assets of Johnson Controls, Inc. and its subsidiaries on a consolidated basis. Johnson Controls, Inc. agrees to furnish a copy of each agreement to the Securities and Exchange Commission upon request.
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**
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Denotes a management contract or compensatory plan.
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(a)
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“Award” means this grant of Restricted Stock and/or Restricted Stock Units.
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(b)
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“Award Notice” means the Award notification delivered to the Participant.
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(c)
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“Company” means Johnson Controls, Inc., a Wisconsin corporation, or any successor thereto.
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(d)
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“Fair Market Value” means, per Share on a particular date, the closing sales price on such date on the New York Stock Exchange, or if no sales of Stock occur on the date in question, on the last preceding date on which there was a sale on such market.
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(e)
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“Inimical Conduct” means any act or omission that is inimical to the best interests of the Company or any Affiliate as determined by the Administrator in its sole discretion, including but not limited to: (i) violation of any employment, noncompete, confidentiality or other agreement in effect with the Company or any Affiliate, (ii) taking any steps or doing anything which would damage or negatively reflect on the reputation of the Company or an Affiliate, or (iii) failure to comply with applicable laws relating to trade secrets, confidential information or unfair competition.
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(f)
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“Participant” means the individual selected to receive this Award.
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(g)
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“Plan” means the Johnson Controls, Inc. 2012 Omnibus Incentive Plan, as may be amended from time to time.
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(h)
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“Restriction Period” means the length of time indicated in the Award Notice during which the Participant cannot sell, transfer, pledge, assign or otherwise encumber the Restricted Stock or Restricted Stock Units subject to this Award, as specified in the Award Notice.
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(i)
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“Restricted Stock” means a Share that is subject to a risk of forfeiture and the Restriction Period.
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(j)
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“Restricted Stock Unit” means the right to receive a payment, in cash or Shares, equal to the Fair Market Value of one Share, that is subject to a risk of forfeiture and the Restriction Period.
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(k)
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“Retirement” has the meaning given in the Plan.
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(l)
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“Share” means a share of Stock.
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(m)
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“Stock” means the Common Stock of the Company.
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1.
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Grant of Award
. Subject to the terms and conditions of the Plan, a copy of which has been delivered to the Participant and made a part of this Award, and to the terms and conditions of this Award, the Company grants to the Participant an award of Restricted Stock or Restricted Stock Units, as specified in the Award Notice, on the date (the “Grant Date”) and with respect to the number of Shares specified in the Award Notice.
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2.
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Restricted Shares
. If the Award is in the form of Shares of Restricted Stock, the Shares are subject to the following terms:
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a.
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Restriction Period
.
The Company will hold the Shares in escrow for the Restriction Period. During this period, the Shares shall be subject to forfeiture as provided in Section 4.
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b.
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Removal of Restrictions
. Subject to any applicable deferral election under the Johnson Controls, Inc. Executive Deferred Compensation Plan (or any successor plan) and to Section 4 below, Shares that have not been forfeited shall become available to the Participant after the last day of the Restriction Period upon payment in full of all taxes due with respect to such Shares.
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c.
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Voting Rights
. During the Restriction Period, the Participant may exercise full voting rights with respect to the Shares.
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d.
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Dividends and Other Distributions
. Any cash dividends or other distributions paid or delivered with respect to Shares of Restricted Stock for which the record date occurs on or before the last day of the Restriction Period will be credited to a bookkeeping account for the benefit of the Participant. For U.S. domestic Participants, the account will be converted into and settled in additional Shares issued under the Plan at the end of the applicable Restriction Period; for all other Participants, the account will be paid to the Participant in cash at the end of the applicable Restriction Period. Prior to the end of the Restriction Period, such account will be subject to the same terms and conditions (including risk of forfeiture) as the Shares of Restricted Stock to which the dividends or other distributions relate.
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3.
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Restricted Stock Units.
If the Award is in the form of Restricted Stock Units
,
the Restricted Stock Units are subject to the following terms:
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a.
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Restriction Period
. During the Restriction Period, the Restricted Stock Units shall be subject to forfeiture as provided in Section 4.
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b.
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Settlement of Restricted Stock Units
. Subject to any applicable deferral election under the Johnson Controls, Inc. Executive Deferred Compensation Plan (or any successor plan thereto) and to Section 4 below, the Restricted Stock Units shall be settled by, for Participants who are Section 16 Participants on the Grant Date, payment of one Share per Restricted Stock Unit or, for all other Participants (including Participants who become Section 16 Participants after the Grant Date), payment of cash equal to the Fair Market Value of one Share per Restricted Stock Unit, in each case after the last day of the Restriction Period and upon payment in full of all taxes due with respect to such Restricted Stock Units.
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c.
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Dividend Equivalent Units
. Any cash dividends or other distributions paid or delivered with respect to the Stock for which the record date occurs on or before the last day of the Restriction Period will result in a credit to a bookkeeping account for the benefit of the Participant. The credit will be equal to the dividends or other distributions that would have been paid with respect to the Shares subject to the Restricted Stock Units had such Shares been outstanding. For Participants who are Section 16 Participants on the Grant Date, the account will be converted into and settled in additional Shares issued under the Plan at the end of the applicable Restriction Period; for all other Participants (including Participants who become Section 16 Participants after the Grant Date), the account will be paid to the Participant in cash at the end of the applicable Restriction Period. Prior to the end of the Restriction Period, such account will be subject to the same terms and conditions (including risk of forfeiture) as the Restricted Stock Units to which the dividends or other distributions relate.
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4.
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Termination of Employment - Risk of Forfeiture.
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a.
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Retirement
. If the Participant terminates employment from the Company and its Affiliates due to Retirement at a time when the Participant could not have been terminated for Cause, then the Participant shall become vested in a prorated portion of the total number of Shares of Restricted Stock or Restricted Stock Units subject to this Award based on the number of days of the Participant’s employment during the Restricted Period prior to Retirement compared to the total number of days in the Restricted Period. Any Shares of Restricted Stock or Restricted Stock Units subject to this Award that do not become vested under this paragraph as a result of the Retirement shall automatically be forfeited and returned to the Company as of the date of the Retirement. Any remaining Restriction Period shall continue with respect to the vested Shares or Restricted Stock Units as if the Participant continued in active employment. If the Participant engages in Inimical Conduct after his Retirement,
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b.
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Death
. If the Participant’s employment with the Company and its Affiliates terminates because of death at a time when the Participant could not have been terminated for Cause, then, effective as of the date the Company determines the Participant’s employment terminated due to death (provided such determination is made no more than 75 days after the date of death), any remaining Restriction Period shall automatically lapse. If the Participant dies after Retirement while this Award is still subject to the Restriction Period, then, effective as of the date of the Participant’s death (provided the Company receives notice of the Participant’s death within 75 days), any remaining Restriction Period shall automatically lapse as of the date of death. The Company shall have no liability to any person for any taxes, penalties or interest incurred by any person due to the Company not receiving notice of the Participant’s death within 75 days.
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c.
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Disability
. If the Participant’s employment with the Company and its Affiliates terminates because of Disability at a time when the Participant could not have been terminated for Cause, then any remaining Restriction Period shall automatically lapse as of the date of such termination of employment; provided that, if the Participant’s employment with the Company and its Affiliates terminates because of Disability after the Participant reaches eligibility for Retirement (regardless of whether the Participant has retired), then all of the Shares of Restricted Stock or Restricted Stock Units subject to this Award shall become vested as of the date of such termination but the Restriction Period shall continue as if the Participant had terminated due to Retirement under Section 4(a) above.
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d.
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Other Termination.
If the Participant’s employment terminates for any reason not described above, then any Shares of Restricted Stock or any Restricted Stock Units (and all deferred dividends paid or credited thereon) still subject to the Restriction Period as of the date of such termination shall automatically be forfeited and returned to the Company. In the event of the Participant’s involuntary termination of employment by the Company or an Affiliate for other than Cause, the Administrator may waive the automatic forfeiture of any or all such Shares of Restricted Stock or Restricted Stock Units (and all deferred dividends or other distribution paid or credited thereon) and may add such new restrictions to such Restricted Stock or Restricted Stock Units as it deems appropriate. The Company may suspend payment or delivery of Shares (without liability for interest thereon) pending the Administrator’s determination of whether the Participant was or should have been terminated for Cause or whether the Participant has engaged in Inimical Conduct.
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5.
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Withholding
. The Participant agrees to remit to the Company any foreign, Federal, state and/or local taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to the issuance of Shares under this Award, the vesting of this Award or the payment of cash under this Award. Notwithstanding anything to the contrary in this Award, if the Company or any Affiliate of the Company is required to withhold any Federal, state or local taxes or other amounts in connection with the Award, then the Company may require the Participant to pay to the Company, in cash, promptly on demand, amounts sufficient to satisfy such tax obligations or make other arrangements satisfactory to the Company regarding the payment to the Company of the aggregate amount of any such taxes and other amounts. Alternatively, the Company can withhold Shares no longer restricted, or can withhold from cash or property, including cash or Shares under this Award, payable or issuable to the Participant, in the amount needed to satisfy any withholding obligations; provided that, in the case of Shares, the amount withheld may not exceed the Participant’s minimum withholding obligations.
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6.
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No Claim for Forfeiture
. Neither the Award nor any benefit accruing to the Participant from the Award will be considered to be part of the Participant’s normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments. In no event may the Award or any benefit accruing to the Participant from the Award be considered as compensation for, or relating in any way to, past services for the Company or any Affiliate. In consideration of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of the Participant’s employment by the Company or any Affiliate (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and its Affiliates from any such claim that may arise. If, notwithstanding the foregoing, any such
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7.
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Electronic Delivery
. The Company or its Affiliates may, in its or their sole discretion, decide to deliver any documents related to current or future participation in the Plan or related to this Award by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. The Participant hereby agrees that all on-line acknowledgements shall have the same force and effect as a written signature.
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8.
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Securities Compliance.
The Company may place a legend or legends upon the certificates for Shares issued under the Plan and may issue “stop transfer” instructions to its transfer agent in respect of such Shares as it determines to be necessary or appropriate to (a) prevent a violation of, or to obtain an exemption from, the registration requirements of the Securities Act of 1933, as amended, applicable state securities laws or other legal requirements, or (b) implement the provisions of the Plan, this Award or any other agreement between the Company and the Participant with respect to such Shares.
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9.
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Successors
. All obligations of the Company under this Award shall be binding on any successor to the Company. The terms of this Award and the Plan shall be binding upon and inure to the benefit of the Participant, and his or her heirs, executors, administrators or legal representatives.
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10.
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Legal Compliance
. The granting of this Award and the issuance of Shares under this Award shall be subject to all applicable laws, rules, and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required.
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11.
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Governing Law; Arbitration
. This Award and the rights and obligations hereunder shall be governed by and construed in accordance with the internal laws of the State of Wisconsin. Arbitration will be conducted per the provisions in the Plan.
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12.
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Data Privacy and Sharing
. As a condition of the granting of the Award, the Participant acknowledges and agrees that it is necessary for some of the Participant’s personal identifiable information to be provided to certain employees of the Company, the third party data processor that administers the Plan and the Company’s designated third party broker in the United States. These transfers will be made pursuant to a contract that requires the processor to provide adequate levels of protection for data privacy and security interests in accordance with the EU Data Privacy Directive 95/46 EC and the implementing legislation of the Participant’s home country. By accepting the Award, the Participant acknowledges having been informed of the processing of the Participant’s personal identifiable information described in the preceding paragraph and consents to the Company collecting and transferring to the Company's Shareholder Services Department, and its independent benefit plan administrator and third party broker, the Participant’s personal data that are necessary to administer the Award and the Plan. The Participant understands that his or her personal information may be transferred, processed and stored outside of the Participant’s home country in a country that may not have the same data protection laws as his or her home country, for the purposes mentioned in this Award.
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(1)
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If a Participant takes a leave of absence from the Company or an Affiliate for purposes of military leave, sick leave or other bona fide leave of absence, the Participant’s employment will be deemed to continue for the first six (6) months of the leave of absence, or if longer, for so long as the Participant’s right to reemployment is provided by either by statute or by contract; provided that if the leave of absence is due to the Participant’s medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of six (6) months or more, and such impairment causes the Participant to be unable to perform the duties of his position with the Company or an Affiliate or a substantially similar position of employment, then the leave period may be extended for up to a total of 29 months. If the period of the leave exceeds the time periods set forth above and the Participant’s right to reemployment is not provided by either statute or contract, the Participant will be considered to have incurred a Separation from Service on the first day following the end of the time periods set forth above.
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(2)
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A Participant will be presumed to have incurred a Separation from Service when the level of bona fide services performed by the Participant for the Company and its Affiliates permanently decreases to a level that equal to 20% or less of the average level of services performed by the Participant for the Company and its Affiliates during the immediately preceding 36 month period (or such lesser period of service).
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(3)
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The Participant will be presumed not to have incurred a Separation from Service while the Participant continues to provide bona fide services to the Company or an Affiliate in any capacity (whether as an employee or independent contractor) at a level that at least fifty percent (50%) of the average level of services performed by the Participant for the Company and its Affiliates during the immediately preceding 36 month period (or such lesser period of service).
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(1)
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For a Participant who has no Spouse on the Annuity Starting Date, payment shall be made in the form of a single life annuity, which provides monthly payments for the life of the Participant, beginning on the Annuity Starting Date and ending with the payment due for the month in which the Participant’s death occurs, in the amount calculated under the applicable Appendix.
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(2)
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For a Participant who has a Spouse on the Annuity Starting Date, payment shall be made in the form of a joint and fifty percent (50%) survivor annuity, which provides monthly payments for the life of the Participant in reduced amounts which are the Actuarial Equivalent of the payments calculated under the applicable Appendix, and in the event the Participant predeceases his Spouse, monthly payments equal to fifty percent (50%) of such reduced amounts shall be continued to such Spouse for the Spouse’s life. Payments of such benefits shall end with the payment due for the month in which the later of the death of the Participant or his Spouse (as applicable) occurs.
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(1)
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Joint and Survivor Annuity
: The joint and survivor annuity form provides monthly payments to the Participant while living and, in the event the Participant predeceases his or her joint annuitant, monthly payments equal to 100%, 75% or 50% (as elected by the Participant) of the Participant’s monthly payments shall be continued to such joint annuitant for his or her life. Such payments shall end with the payment due on the first day of the month in which the later of the death of the Participant or the joint annuitant (as applicable) occurs.
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(2)
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Life Only Annuity
: The Life Only Annuity form provides monthly payments to the Participant for life, ending with the payment due on the first day of the month in which the death of the Participant occurs.
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(1)
|
The Plan is terminated within twelve (12) months of a corporate dissolution taxed under Code Section 331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A). In such event, the single sum payment must be distributed by the latest of: (A) the last day of the calendar year in which the Plan termination occurs, (B) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture, or (C) the first calendar year in which payment is administratively practicable.
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(2)
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The Plan is terminated at any other time, provided that such termination does not occur proximate to a downturn in the financial health of the Company or an Affiliate, and all other plans required to be aggregated with this Plan under Code Section 409A are also terminated and liquidated. In such event, the single sum payment shall be paid no earlier than twelve (12) months (and no later than twenty-four (24) months) after the date of the Plan’s termination. Notwithstanding the foregoing, any payment that would otherwise be paid during the twelve (12)-month period beginning on the Plan termination date pursuant to the terms of the Plan shall be paid in accordance with such terms. In addition, the Company or any Affiliate shall be prohibited from adopting a similar arrangement within three (3) years following the date of the Plan’s termination.
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(1)
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Fifty percent (50%) of the then outstanding shares of common stock of the Company (the "Outstanding Company Common Stock") or
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(2)
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Thirty-five (35%) of the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Company Voting Securities"),
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1.
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Eligibility
. This Appendix A covers officer employees of the Company who are participants in the Pension Plan and/or the Savings Plan, and whose benefits under the Pension Plan and/or Savings Plan are limited as described in Section 1.1. Notwithstanding the foregoing, an officer who was employed by York International Corporation or a subsidiary thereof on December 9, 2005, shall not be eligible to accrue a Pension Plan Supplement benefit.
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2.
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Participation Date
. An officer employee shall become a Participant on the date he or she is elected as an officer of the Company by the Company’s Board of Directors.
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3.
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Pension Plan Supplement
.
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(1)
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The amount of such Participant’s, surviving Spouse’s or other beneficiaries’ Pension Plan Benefits computed under the provisions of the Pension Plan as of the Annuity Starting Date, without regard to the limitations imposed by reason of Section 415 of the Code or the limit on considered compensation under Section 401(a)(17) of the Code, and on the assumption that all amounts of cash compensation which the Participant elected to defer under the Annual Incentive Plan and/or under Article 5 of this Plan were paid as "Compensation" as defined in the Pension Plan (to the extent not already included in such "Compensation" under the applicable Pension Plan definition); over
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(2)
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The amount of Pension Plan Benefits payable to such Participant, surviving Spouse or other beneficiary for each month under the Pension Plan, as computed under the provisions of the Pension Plan as if the Annuity Starting Date under this Plan were the annuity starting date under the Pension Plan.
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4.
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Savings Plan Supplement
.
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(1)
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If a Participant was previously participating under Appendix B, then the portion of the Participant’s Savings Supplement Account that is credited under Appendix B (plus earnings thereon) shall be paid in a lump sum.
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(2)
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The amounts deferred hereunder in the first year of participation (and earnings thereon), if any, shall be paid in a lump sum.
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(3)
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The amounts deferred hereunder on and after January 1 of the year following the year the Participant is first eligible hereunder shall be paid in accordance with the Participant’s distribution election, which must be submitted by December 31 of the first year of participation. Such election shall be made in such form and manner as the Administrator may prescribe. The election shall specify whether distributions shall be made in a single lump sum or in annual installments of from two (2) to ten (10) years. Such election shall be irrevocable. If no valid election is in effect, distribution shall be made in ten (10) annual installments.
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(1)
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Lump Sum
. If payment is to be made in a lump sum,
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(A)
|
for those Participants whose Separation from Service occurs from January 1 through June 30 of a year, payment shall be made in the first calendar quarter of the following year, and
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(B)
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for those Participants whose Separation from Service occurs from July 1 through December 31 of a year, payment shall be made in the third calendar quarter of the following year.
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(2)
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Installments
. If payment is to be made in annual installments, the first annual payment shall be made:
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(A)
|
for those Participants whose Separation from Service occurs from January 1 through June 30 of a year, in the first calendar quarter of the following year, and
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(B)
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for those Participants whose Separation from Service occurs during the period from July 1 through December 31 of a year, in the third calendar quarter of the following year.
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5.
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Special Vesting Rules
. Notwithstanding anything herein to the contrary, effective September 15, 2009, any provision of the Pension Plan or Savings Plan that provides for full vesting upon death shall be disregarded for purposes of this Plan, such that the Supplemental Benefits, Matching Contributions and Retirement Income Contributions hereunder will not automatically vest upon a Participant’s death.
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1.
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Eligibility
. This Appendix B covers non-officer employees of the Company, Johnson Controls Interiors, LLC (on and after January 1, 2006) and York International Corporation who participate in the Savings Plan, and whose Retirement Income Contribution under such plan is limited by reason of the application of Code Section 401(a)(17).
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2.
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Participation Date
. An eligible employee shall become a Participant on the date the Participant’s compensation first exceeds the Code Section 401(a)(17) limit. For this purposes, the only bonus that may be included in compensation is the amount a Participant receives (or would receive but for a deferral election) under the Annual Incentive Plan for the calendar year.
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3.
|
Vesting
. A Participant shall be entitled to benefits under this Appendix only if the Participant retires or otherwise terminates employment with the Company and its Affiliates on or after the Participant’s attainment of age fifty-five (55) and on or after the date on which the Participant has completed ten (10) years of service. For purposes of this Plan, a Participant shall be credited with years of service equal to the Participant’s years of Vesting Service credited under the Savings Plan,
provided
that years of service with York International Corporation (or any affiliate thereof) prior to January 1, 2006 shall not be counted as years of service hereunder. In the event that a Participant’s employment is terminated, including due to death, prior to satisfying the vesting requirements of this paragraph, no benefit shall be payable from this Appendix.
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4.
|
Retirement Income Allocation
. A Participant’s Savings Supplement Account shall be credited as of each December 31 with an amount equal to the difference between the amount of Retirement Income Contributions actually credited to the Participant’s Savings Plan account for the year and the amount of Retirement Income Contributions that would have been so credited if the limit on considered compensation under Section 401(a)(17) of the Code did not apply and by including all amounts of cash compensation which the Participant would have received under the Annual Incentive Plan for the year but for a deferral election;
provided
the Participant has met the eligibility requirements to receive a Retirement Income Contribution under the Savings Plan for such year.
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5.
|
Manner of Distribution
. Amounts credited under this Appendix B (plus earnings thereon) shall be paid in a cash lump sum as follows:
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1.
|
Eligibility
. This Appendix C covers those non-officer employees of the Company or Johnson Controls Interiors, LLC (on and after January 1, 2006), who are participants in the Pension Plan, and whose benefits under the Pension Plan are limited as described in Section 1.1. Notwithstanding the foregoing, an employee who was employed by York International Corporation or a subsidiary thereof on December 9, 2005, shall not be eligible to accrue a Pension Plan Supplement benefit.
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2.
|
Vesting
. A Participant shall be entitled to benefits under this Appendix only if the Participant retires or otherwise terminates employment with the Company and its Affiliates on or after the Participant’s attainment of age fifty-five (55) and on or after the date on which the Participant has completed ten (10) years of service. For purposes of this Plan, a Participant shall be credited with years of service equal to the Participant’s years of Vesting Service credited under the Pension Plan,
provided
that years of service with York International Corporation (or any affiliate thereof) prior to January 1, 2006 shall not be counted as years of service hereunder. In the event that a Participant’s employment is terminated, including due to death, prior to satisfying the vesting requirements of this paragraph, no benefit shall be payable from this Appendix.
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3.
|
Supplemental Retirement Benefit
. A Participant who retires under the Pension Plan on or after January 1, 2005 (or with respect to an employee of Johnson Controls Interiors, LLC, on or after January 1, 2006), or such Participant’s Spouse or other beneficiary, shall be entitled to a benefit payable hereunder equal to the excess, if any, of:
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1.
|
Vesting
. The ADTI Restoration Plan Accounts will be subject to the vesting schedule set forth in the ADTI Restoration Plan as in effect on December 31, 2014. Under such plan, all participants who were active employees of ADTI on the date that the Company acquired JCI shall be 100% vested in their ADTI Restoration Plan Account.
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2.
|
Payment to Participants
. An ADTI Restoration Plan Account shall be paid in 3 annual installments following the Participant’s Separation from Service. The first installment shall be paid during the 75-day window that commences 6 months after the Participant’s Separation from Service. The second and third annual installment payments will be made during the 30-day window commencing on each of the first and second anniversary of the Participant’s Separation from Service. The amount of each installment will be determined by dividing the vested balance of the ADTI Restoration Plan Account by the number of remaining installments to be paid.
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3.
|
Payment to Beneficiaries
. All beneficiary designations filed under the ADTI Restoration Plan (except those with respect to participants who are deceased as of December 31, 2014) shall be cancelled effective January 1, 2015. Thereafter, the beneficiary designation procedures of this Plan shall apply to the ADTI Restoration Plan Accounts.
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4.
|
Offset to SERB
. This Plan constitutes a retirement plan of the employer for purposes of the Supplemental Executive Retirement Benefit (SERB) which has been extended to certain Participants. Consequently, the benefits provided under this Plan (whether under this Appendix D or otherwise) shall constitute an offset (i.e., an "Other Benefit") to any Participant’s benefit under any SERB Agreement with any employer.
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5.
|
Final Contributions
. Notwithstanding anything herein to the contrary, employer allocations that were due with respect to the 2014 plan year under the terms of the ADTI Restoration Plan shall be credited to the ADTI Restoration Plan Accounts hereunder in 2015.
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1.
|
The terms of this Amended and Restated Plan shall not apply to any participant who terminated employment prior to January 1, 2005, and was entitled to a payment under Article 4 (prior to its amendment) or the JCI Pension Restoration Plan. Such participants shall continue to be entitled to receive payment of the supplemental pension benefit at the same time and in the same form as the benefit is paid under the Pension Plan.
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2.
|
Any Participant who terminated employment during 2005, 2006 and 2007 and who was entitled to a payment under Article 4 (Pension Supplement) or the JCI Pension Restoration Plan received such payment in the same form and at the same time as payments were made under the Pension Plan. Those payments, and any other payments that began to be made under the Plan prior to January 1, 2005, shall continue to be paid in the form of distribution in effect as of the date payments began.
|
3.
|
The Company provided each Participant with an opportunity to file a new distribution election during calendar years 2005, 2007 and 2008, with respect to his Savings Supplement Account and his vested PERT Equalization Benefit Plan Account, as applicable. The new distribution election allowed the Participant to select a lump sum or up to ten (10) annual installments for each of his sub-accounts. The distribution election received by the Administrator as of December 31, 2008 is irrevocable.
|
4.
|
The Company provided each Participant who did not have a vested interest in his PERT Equalization Benefit Plan Account with an opportunity to file a new distribution election during calendar year 2006,
provided
that such election could not cause a payment otherwise due in 2006 to be deferred to a later year or cause a payment otherwise due in 2007 to be made in 2006. The new distribution election allowed the Participant to select a lump sum or up to ten (10) annual installments for each of his sub-accounts. The distribution election received by the Administrator as of December 31, 2006 is irrevocable.
|
5.
|
During calendar year 2006, the Company provided Mr. C. David Myers with an opportunity to file an election as to the form of distribution for the portion of his Supplemental Plan Account attributable to retirement income supplemental contributions (and earnings thereon). The distribution election received by the Administrator as of December 31, 2006 is irrevocable with respect to such portion of the Supplemental Plan Account. The distribution election on file as of December 31, 2005, continues to apply to the remainder of his Supplemental Plan Account.
|
|
Year Ended September 30,
|
||||||||||||||||||
(Dollars in millions)
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to Johnson Controls, Inc.
|
$
|
1,439
|
|
|
$
|
1,404
|
|
|
$
|
992
|
|
|
$
|
1,003
|
|
|
$
|
1,317
|
|
Income tax provision
|
600
|
|
|
407
|
|
|
674
|
|
|
108
|
|
|
179
|
|
|||||
Income attributable to noncontrolling interests
|
112
|
|
|
105
|
|
|
102
|
|
|
119
|
|
|
112
|
|
|||||
Income from equity affiliates
|
(375
|
)
|
|
(395
|
)
|
|
(399
|
)
|
|
(338
|
)
|
|
(285
|
)
|
|||||
Distributed income of equity affiliates
|
231
|
|
|
204
|
|
|
210
|
|
|
190
|
|
|
194
|
|
|||||
Amortization of previously capitalized interest
|
16
|
|
|
16
|
|
|
18
|
|
|
9
|
|
|
10
|
|
|||||
Fixed charges less capitalized interest
|
500
|
|
|
473
|
|
|
442
|
|
|
402
|
|
|
324
|
|
|||||
Earnings
|
$
|
2,523
|
|
|
$
|
2,214
|
|
|
$
|
2,039
|
|
|
$
|
1,493
|
|
|
$
|
1,851
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest incurred and amortization of debt expense
|
$
|
391
|
|
|
$
|
353
|
|
|
$
|
333
|
|
|
$
|
313
|
|
|
$
|
224
|
|
Estimated portion of interest in rent expense
|
134
|
|
|
148
|
|
|
151
|
|
|
144
|
|
|
134
|
|
|||||
Fixed charges
|
$
|
525
|
|
|
$
|
501
|
|
|
$
|
484
|
|
|
$
|
457
|
|
|
$
|
358
|
|
Less: Interest capitalized during the period
|
(25
|
)
|
|
(28
|
)
|
|
(42
|
)
|
|
(55
|
)
|
|
(34
|
)
|
|||||
Fixed charges less capitalized interest
|
$
|
500
|
|
|
$
|
473
|
|
|
$
|
442
|
|
|
$
|
402
|
|
|
$
|
324
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
4.8
|
|
|
4.4
|
|
|
4.2
|
|
|
3.3
|
|
|
5.2
|
|
Name
|
|
Jurisdiction Where Subsidiary is Incorporated
|
|
|
|
York International Corporation
|
|
Delaware
|
Johnson Controls Battery Group, Inc.
|
|
Wisconsin
|
|
|
|
1.
|
Registration Statement on Form S-8 (Registration No. 333-10707)
|
2.
|
Registration Statement on Form S-8 (Registration No. 333-41564)
|
3.
|
Registration Statement on Form S-3 (Registration No. 333-200406)
|
4.
|
Registration Statement on Form S-8 (Registration No. 333-141578)
|
5.
|
Registration Statement on Form S-8 (Registration No. 333-173326)
|
6.
|
Registration Statement on Form S-3 (Registration No. 333-201945)
|
7.
|
Registration Statement on Form S-8 (Registration No. 333-188430)
|
1.
|
I have reviewed this annual report on Form 10-K of Johnson Controls, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Alex A. Molinaroli
|
Alex A. Molinaroli
Chairman, President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Johnson Controls, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Brian J. Stief
|
Brian J. Stief
Executive Vice President and
Chief Financial Officer
|
1.
|
the Annual Report on Form 10-K for the year ended
September 30, 2015
(Periodic Report) to which this statement is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and
|
2.
|
information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Johnson Controls, Inc.
|
|
/s/ Alex A. Molinaroli
|
Alex A. Molinaroli
Chairman, President and Chief Executive Officer
|
|
/s/ Brian J. Stief
|
Brian J. Stief
Executive Vice President and Chief Financial Officer
|