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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Ireland
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98-0390500
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(Jurisdiction of Incorporation)
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(I.R.S. Employer Identification No.)
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One Albert Quay
Cork, Ireland
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(Address of principal executive offices)
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353-21-423-5000
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(Registrant's telephone number)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Ordinary Shares, Par Value $0.01
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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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•
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U.S. courts must have had jurisdiction in relation to the particular defendant according to Irish conflict of law rules (the submission to jurisdiction by the defendant would satisfy this rule); and
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the judgment must be final and conclusive and the decree must be final and unalterable in the court which pronounces it.
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the judgment is not for a definite sum of money;
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•
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the judgment was obtained by fraud;
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•
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the enforcement of the judgment in Ireland would be contrary to natural or constitutional justice;
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the judgment is contrary to Irish public policy or involves certain U.S. laws which will not be enforced in Ireland; or
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•
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jurisdiction cannot be obtained by the Irish courts over the judgment debtors in the enforcement proceedings by personal service Ireland or outside Ireland under Order 11 of the Irish Superior Courts Rules.
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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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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, 2016
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Ordinary Shares, $0.01 par value
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41,299
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Ordinary Shares Price Range
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Dividends
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2016
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2015
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2016
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2015
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First Quarter
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$ 32.29 - 39.38
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$ 39.95 - 46.95
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$
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0.205
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$
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0.18
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Second Quarter
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30.30 - 38.67
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41.77 - 46.31
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0.205
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0.18
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Third Quarter
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36.29 - 46.05
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40.03 - 45.75
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0.205
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0.205
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Fourth Quarter
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42.22 - 48.97
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34.62 - 40.84
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0.435
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0.205
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Year
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$ 30.30 - 48.97
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$ 34.62 - 46.95
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$
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1.05
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$
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0.77
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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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7/1/16 - 7/31/16
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Purchases by Company
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613,796
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$42.02
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613,796
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$538,072,815
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8/1/16 - 8/31/16
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Purchases by Company
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—
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—
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—
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NA
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9/1/16 - 9/30/16
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Purchases by Company
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—
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—
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—
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NA
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7/1/16 - 7/31/16
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Purchases by Citibank
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—
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—
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—
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NA
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8/1/16 - 8/31/16
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Purchases by Citibank (1)
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—
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—
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—
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NA
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9/1/16 - 9/30/16
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Purchases by Citibank
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—
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—
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—
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NA
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ITEM 6
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SELECTED FINANCIAL DATA
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Year ended September 30,
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2016
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2015
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2014
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2013
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2012
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OPERATING RESULTS
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Net sales
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$
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37,674
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$
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37,179
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$
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38,749
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$
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37,145
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$
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36,310
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Segment EBIT (1)
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3,023
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3,258
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2,721
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2,511
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2,227
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Income (loss) from continuing operations attributable to Johnson Controls (6)
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(868
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1,439
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1,404
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992
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1,003
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Net income (loss) attributable to Johnson Controls
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(868
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1,563
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1,215
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1,178
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1,184
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Earnings (loss) per share from continuing operations (6)
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Basic
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$
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(1.30
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$
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2.20
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$
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2.11
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$
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1.45
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$
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1.47
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Diluted
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(1.30
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2.18
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2.08
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1.44
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1.46
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Return on average shareholders’ equity attributable to Johnson Controls (2) (6)
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(5
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)%
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13
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%
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12
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%
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8
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%
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9
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%
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Capital expenditures
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$
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1,249
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$
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1,135
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$
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1,199
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$
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1,377
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$
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1,831
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Depreciation and amortization
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953
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860
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955
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952
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824
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Number of employees
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209,000
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139,000
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168,000
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170,000
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170,000
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FINANCIAL POSITION
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Working capital (3)
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$
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(301
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$
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278
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$
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464
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$
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499
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$
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1,816
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Total assets
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63,253
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29,622
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32,812
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31,670
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31,041
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Long-term debt
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14,606
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5,745
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6,357
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4,560
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5,321
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Total debt
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16,353
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6,610
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6,680
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5,498
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6,068
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Shareholders' equity attributable to Johnson Controls
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24,118
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10,335
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11,270
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12,273
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11,584
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Total debt to capitalization (4)
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40
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%
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39
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%
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37
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%
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31
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%
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34
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%
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Net book value per share (5)
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$
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25.77
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$
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15.96
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$
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16.93
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$
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17.93
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$
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16.98
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ORDINARY SHARE INFORMATION
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Dividends per share
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$
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1.16
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$
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1.04
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$
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0.88
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$
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0.76
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$
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0.72
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Market prices
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High
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$
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48.97
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$
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54.52
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$
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52.50
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$
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43.49
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$
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35.95
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Low
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30.30
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38.48
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39.42
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24.75
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23.37
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Weighted average shares (in millions)
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Basic
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667.4
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655.2
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666.9
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683.7
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681.5
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Diluted
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667.4
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661.5
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674.8
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689.2
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688.6
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Number of shareholders
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41,299
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35,425
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36,687
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38,067
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40,019
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(1)
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Segment earnings before interest and taxes (EBIT) 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.
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(2)
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Return on average shareholders’ equity attributable to Johnson Controls (ROE) represents income from continuing operations attributable to Johnson Controls divided by average shareholders’ equity attributable to Johnson Controls.
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(3)
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Working capital is defined as current assets less current liabilities, excluding cash, cash in escrow related to Adient debt, short-term debt, the current portion of long-term debt, and the current portion of assets and liabilities held for sale.
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(4)
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Total debt to total capitalization represents total debt divided by the sum of total debt and shareholders’ equity attributable to Johnson Controls.
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(5)
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Net book value per share represents shareholders’ equity attributable to Johnson Controls divided by the number of common shares outstanding at the end of the period.
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(6)
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Income (loss) from continuing operations attributable to Johnson Controls includes $620 million, $397 million, $324 million, $903 million and $271 million of significant restructuring and impairment costs in fiscal year 2016, 2015, 2014, 2013 and 2012, respectively. It also includes $503 million, $422 million, $237 million, $(407) million and $494 million of net mark-to-market charges (gains) on pension and postretirement plans in fiscal year 2016, 2015, 2014, 2013 and 2012, respectively. The preceding amounts are stated on a pre-tax basis.
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ITEM 7
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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Year Ended
September 30,
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(in millions)
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2016
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2015
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Change
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Net sales
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$
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37,674
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$
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37,179
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1
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%
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Year Ended
September 30,
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(in millions)
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2016
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2015
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Change
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Cost of sales
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$
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30,360
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$
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30,732
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-1
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%
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Gross profit
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7,314
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6,447
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13
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%
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% of sales
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19.4
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%
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17.3
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%
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Year Ended
September 30,
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(in millions)
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2016
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2015
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Change
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Selling, general and administrative expenses
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$
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5,325
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$
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3,986
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34
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%
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% of sales
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14.1
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%
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10.7
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%
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Year Ended
September 30,
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(in millions)
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2016
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2015
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Change
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Restructuring and impairment costs
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$
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620
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$
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397
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56
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%
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Year Ended
September 30,
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(in millions)
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2016
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2015
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Change
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|||||
Net financing charges
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$
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314
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$
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288
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9
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%
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Year Ended
September 30,
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(in millions)
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2016
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2015
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Change
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|||||
Equity income
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$
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531
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$
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375
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42
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%
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Year Ended
September 30,
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||||||
(in millions)
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2016
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2015
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Change
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Income tax provision
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$
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2,238
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$
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600
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*
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Effective tax rate
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141
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%
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28
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%
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Year Ended
September 30,
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(in millions)
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2016
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2015
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Change
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Income from discontinued operations, net of tax
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$
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—
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$
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128
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*
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Year Ended
September 30,
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|||||||
(in millions)
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2016
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2015
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Change
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|||||
Income from continuing operations attributable
to noncontrolling interests
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$
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216
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$
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112
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93
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%
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Income from discontinued operations attributable
to noncontrolling interests
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—
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4
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*
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Year Ended
September 30,
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||||||
(in millions)
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2016
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2015
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Change
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||||
Net income (loss) attributable to Johnson Controls
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$
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(868
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)
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$
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1,563
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*
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Year Ended
September 30,
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||||||
(in millions)
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2016
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2015
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Change
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||||
Comprehensive income (loss) attributable to
Johnson Controls
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$
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(964
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)
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$
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743
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*
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Net Sales
for the Year Ended
September 30,
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Segment EBIT
for the Year Ended
September 30,
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||||||||||||||
(in millions)
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2016
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2015
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Change
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2016
|
|
2015
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Change
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||||||||||
Building Efficiency
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||||||||||
Systems and Service North America
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$
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4,292
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|
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$
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4,184
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3
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%
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|
$
|
412
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|
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$
|
375
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|
|
10
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%
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Products North America
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2,488
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|
|
2,450
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|
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2
|
%
|
|
173
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|
|
306
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|
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-43
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%
|
||||
Asia
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4,830
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|
|
1,985
|
|
|
*
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|
|
431
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|
|
191
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|
|
*
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|
||||
Rest of World
|
1,766
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|
|
1,891
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-7
|
%
|
|
20
|
|
|
51
|
|
|
-61
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%
|
||||
|
13,376
|
|
|
10,510
|
|
|
27
|
%
|
|
1,036
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|
|
923
|
|
|
12
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%
|
||||
Tyco
|
808
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|
|
—
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|
|
*
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|
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(17
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|
|
—
|
|
|
*
|
|
||||
|
$
|
14,184
|
|
|
$
|
10,510
|
|
|
35
|
%
|
|
$
|
1,019
|
|
|
$
|
923
|
|
|
10
|
%
|
•
|
The increase in Systems and Service North America was due to higher volumes of controls systems and service ($183 million), partially offset by lower volumes related to business divestitures ($52 million) and the unfavorable impact of foreign currency translation ($23 million). The increase in volumes was primarily attributable to market share gains.
|
•
|
The increase in Products North America was due to higher volumes ($49 million), partially offset by the unfavorable impact of foreign currency translation ($11 million). The increase in volumes was primarily driven by new product offerings.
|
•
|
The increase in Asia was due to incremental sales related to the JCH joint venture ($2,808 million), higher service volumes ($56 million), and higher volumes of equipment and control systems ($30 million), partially offset by the unfavorable impact of foreign currency translation ($49 million). The increase in volume was driven by favorable local economic conditions.
|
•
|
The decrease in Rest of World was due to the unfavorable impact of foreign currency translation ($80 million) and lower volumes in Latin America ($22 million), Europe ($16 million) and the Middle East ($14 million), partially offset by incremental sales related to a business acquisition ($7 million). The net decrease in volumes was primarily attributable to unfavorable local market conditions and the discontinuance of certain products.
|
•
|
The increase in Tyco was due to incremental sales related to the Tyco Merger ($808 million).
|
•
|
The increase in Systems and Service North America was due to lower selling, general and administrative expenses ($63 million) as a result of restructuring actions and other cost reduction initiatives and a current year gain on business divestiture net of a prior year gain on business divestitures, higher volumes ($42 million), and prior year transaction and integration costs ($4 million), partially offset by current year transaction costs ($53 million), unfavorable margin rates ($8 million), lower income due to a prior year business divestiture ($5 million), the unfavorable impact of foreign currency translation ($4 million) and a pension settlement loss ($2 million).
|
•
|
The decrease in Products North America was due to higher selling, general and administrative expenses ($118 million)due to global product and related sales force investments and a prior year gain on business divestitures, current year transaction costs ($30 million), unfavorable margin rates ($6 million), a pension settlement loss ($3 million) and the unfavorable impact of foreign currency translation ($1 million), partially offset by higher volumes ($16 million), prior year transaction and integration costs ($8 million), and higher equity income ($1 million).
|
•
|
The increase in Asia was due primarily to incremental operating income related to the JCH joint venture exclusive of global investments in related products and technologies ($293 million), higher volumes ($29 million), prior year transaction and integration costs ($24 million), and lower selling, general and administrative expenses ($2 million), partially offset by current year transaction and integration costs ($87 million), unfavorable margin rates ($12 million) and the unfavorable impact of foreign currency translation ($9 million).
|
•
|
The decrease in Rest of World was due to current year transaction costs ($21 million), lower volumes ($13 million), higher selling, general and administrative expenses ($5 million), unfavorable margin rates ($3 million), lower equity income ($3 million) and the unfavorable impact of foreign currency translation ($3 million), partially offset by a gain on business divestiture ($12 million), a gain on acquisition of a partially-owned affiliate ($4 million) and prior year transaction costs ($1 million).
|
•
|
The Tyco loss was due to the impact of nonrecurring purchasing accounting adjustments ($74 million) and current year transaction costs ($29 million), partially offset by incremental operating income for the period subsequent to the Merger ($86 million).
|
|
Net Sales
for the Year Ended
September 30,
|
|
|
|
Segment EBIT
for the Year Ended
September 30,
|
|
|
||||||||||||||
(in millions)
|
2016
|
|
2015
|
|
Change
|
|
2016
|
|
2015
|
|
Change
|
||||||||||
Seating
|
$
|
16,355
|
|
|
$
|
16,539
|
|
|
-1
|
%
|
|
$
|
676
|
|
|
$
|
928
|
|
|
-27
|
%
|
Interiors
|
482
|
|
|
3,540
|
|
|
-86
|
%
|
|
75
|
|
|
254
|
|
|
-70
|
%
|
||||
|
$
|
16,837
|
|
|
$
|
20,079
|
|
|
-16
|
%
|
|
$
|
751
|
|
|
$
|
1,182
|
|
|
-36
|
%
|
•
|
The decrease in Seating was due to the unfavorable impact of foreign currency translation ($402 million), and net unfavorable pricing and commercial settlements ($142 million), partially offset by higher volumes ($341 million) and incremental sales related to a prior year business acquisition ($19 million). The higher volumes were attributable to growth in Asia and Europe, partially offset by softness in the Americas due to changes in automotive production levels and expiring programs in North America.
|
•
|
The decrease in Interiors was due to the deconsolidation of the majority of the Interiors business in the prior year ($2,954 million), lower volumes primarily due to plant wind downs ($87 million), the unfavorable impact of foreign currency translation ($9 million), and net unfavorable pricing and commercial settlements ($8 million).
|
•
|
The decrease in Seating was due to current year separation costs related to the Automotive Experience spin-off ($458 million), net unfavorable pricing and commercial settlements ($33 million), unfavorable mix due to lower volumes at higher margin platforms ($26 million), the unfavorable impact of foreign currency translation ($16 million), a prior year gain on a business divestiture ($10 million) and a pension settlement loss ($5 million), partially offset by lower operating costs as a result of restructuring actions and operational efficiencies ($74 million), lower selling, general and administrative expenses as a result of a favorable legal settlement and cost reduction initiatives ($54 million), lower purchasing costs resulting from supplier price concessions ($46 million), higher equity income ($37 million), higher volumes ($35 million), lower engineering expenses ($32 million), prior year separation costs ($16 million) and incremental operating income related to a business acquisition ($2 million).
|
•
|
The decrease in Interiors was due to a prior year net gain on a business divestiture ($145 million), the impact of the July 2, 2015 joint venture transaction and related prior year held for sale depreciation impact ($109 million), lower volumes ($12 million), net unfavorable pricing and commercial settlements ($7 million), current year integration costs ($1 million) and the unfavorable impact of foreign currency translation ($1 million), partially offset by prior year transaction and integration costs ($38 million), favorable settlements related to prior year business divestitures ($22 million), lower selling, general and administrative expenses as a result of cost reduction initiatives ($21 million), lower operating costs ($10 million) and higher equity income ($5 million).
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2016
|
|
2015
|
|
Change
|
|||||
Net sales
|
$
|
6,653
|
|
|
$
|
6,590
|
|
|
1
|
%
|
Segment EBIT
|
1,253
|
|
|
1,153
|
|
|
9
|
%
|
•
|
Net sales increased due to higher sales volumes ($246 million), and favorable pricing and product mix ($105 million), partially offset by the unfavorable impact of foreign currency translation ($180 million) and the impact of lower lead costs on pricing ($108 million). The increase in volumes was primarily driven by start-stop battery volumes and growth in China. Additionally, higher start-stop volumes contributed to favorable product mix.
|
•
|
Segment EBIT increased due to higher volumes ($77 million), favorable pricing and product mix ($55 million), and lower selling, general and administrative expenses due to lower employee related expenses and cost reduction initiatives ($55 million), partially offset by higher operating costs primarily driven by efforts to increase supply to satisfy growing customer
|
|
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
|
%
|
Effective tax rate
|
28
|
%
|
|
21
|
%
|
|
|
|
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
|
$
|
1,563
|
|
|
$
|
1,215
|
|
|
29
|
%
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2015
|
|
2014
|
|
Change
|
|||||
Comprehensive income attributable to
Johnson Controls
|
$
|
743
|
|
|
$
|
560
|
|
|
33
|
%
|
|
Net Sales
for the Year Ended
September 30,
|
|
|
|
Segment EBIT
for the Year Ended
September 30,
|
|
|
||||||||||||||
(in millions)
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
Systems and Service North America
|
$
|
4,184
|
|
|
$
|
4,098
|
|
|
2
|
%
|
|
$
|
375
|
|
|
$
|
354
|
|
|
6
|
%
|
Products North America
|
2,450
|
|
|
1,807
|
|
|
36
|
%
|
|
306
|
|
|
238
|
|
|
29
|
%
|
||||
Asia
|
1,985
|
|
|
2,077
|
|
|
-4
|
%
|
|
191
|
|
|
270
|
|
|
-29
|
%
|
||||
Rest of World
|
1,891
|
|
|
2,103
|
|
|
-10
|
%
|
|
51
|
|
|
(45
|
)
|
|
*
|
|
||||
|
$
|
10,510
|
|
|
$
|
10,085
|
|
|
4
|
%
|
|
$
|
923
|
|
|
$
|
817
|
|
|
13
|
%
|
•
|
The increase in Systems and Service North America was due to higher volumes of controls systems and service ($129 million), partially offset by the unfavorable impact of foreign currency translation ($43 million).
|
•
|
The increase in Products North America was due to incremental sales related to the ADTi acquisition ($587 million), and higher volumes of residential and commercial products ($65 million), partially offset by the unfavorable impact of foreign currency translation ($9 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 ($58 million) and higher service volumes ($37 million).
|
•
|
The decrease in Rest of World was due to the unfavorable impact of foreign currency translation ($255 million) and lower volumes in Latin America ($72 million), partially offset by higher volumes in the Middle East ($71 million) and Europe ($22 million), and incremental sales related to the ADTi acquisition ($22 million).
|
•
|
The increase in Systems and Service North America was due to higher volumes ($30 million), net unfavorable prior year contract related charges ($9 million) and a prior year pension settlement loss ($3 million), partially offset by higher selling, general and administrative expenses net of a current year gain on business divestiture ($13 million), current year transaction and integration costs ($4 million), and the unfavorable impact of foreign currency translation ($4 million).
|
•
|
The increase in Products North America was due to incremental operating income related to the ADTi acquisition ($53 million), prior year acquisition related costs ($27 million), higher volumes ($22 million), higher equity income ($2 million), a prior year pension settlement loss ($1 million) and the favorable impact of foreign currency translation ($1 million), partially offset by higher selling, general and administrative expenses net of current year gains on business divestitures ($28 million), current year transaction and integration costs ($8 million), and unfavorable mix and margin rates ($2 million).
|
•
|
The decrease in Asia was due to higher selling, general and administrative expenses ($26 million), current year transaction and integration costs ($24 million), a prior year gain on acquisition of partially-owned affiliates ($19 million), lower volumes ($17 million) and the unfavorable impact of foreign currency translation ($17 million), partially offset by favorable mix and margin rates ($17 million), and incremental operating income due to business acquisitions ($7 million).
|
•
|
The increase in Rest of World was due to net unfavorable prior year contract related charges in the Middle East ($50 million), favorable mix and margin rates ($49 million), higher equity income ($7 million), higher volumes ($4 million), lower selling, general and administrative expenses ($1 million), and incremental operating income due to business acquisitions ($1 million), partially offset by the unfavorable impact of foreign currency translation ($15 million) and current year transaction costs ($1 million).
|
|
Net Sales
for the Year Ended
September 30,
|
|
|
|
Segment EBIT
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 EBIT
|
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 EBIT 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).
|
|
September 30,
2016 |
|
September 30,
2015 |
|
|
|||||
(in millions)
|
|
|
Change
|
|||||||
Current assets
|
$
|
17,109
|
|
|
$
|
10,469
|
|
|
|
|
Current liabilities
|
(16,293
|
)
|
|
(10,446
|
)
|
|
|
|||
|
816
|
|
|
23
|
|
|
*
|
|
||
|
|
|
|
|
|
|||||
Less: Cash
|
(684
|
)
|
|
(597
|
)
|
|
|
|||
Less: Cash in escrow related to Adient debt
|
(2,034
|
)
|
|
—
|
|
|
|
|||
Add: Short-term debt
|
1,119
|
|
|
52
|
|
|
|
|||
Add: Current portion of long-term debt
|
628
|
|
|
813
|
|
|
|
|||
Less: Assets held for sale
|
(174
|
)
|
|
(55
|
)
|
|
|
|||
Add: Liabilities held for sale
|
28
|
|
|
42
|
|
|
|
|||
Working capital (as defined)
|
$
|
(301
|
)
|
|
$
|
278
|
|
|
*
|
|
|
|
|
|
|
|
|||||
Accounts receivable
|
$
|
8,018
|
|
|
$
|
5,751
|
|
|
39
|
%
|
Inventories
|
3,560
|
|
|
2,377
|
|
|
50
|
%
|
||
Accounts payable
|
6,764
|
|
|
5,174
|
|
|
31
|
%
|
•
|
The Company defines working capital as current assets less current liabilities, excluding cash, cash in escrow related to Adient debt, 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, 2016
as compared to
September 30, 2015
, was primarily related to an increase in accounts payable due to timing of supplier payments, timing of income tax payments and an increase in restructuring reserves, partially offset by the impact of the Tyco merger, the impact of the JCH joint venture and an increase in accounts receivable due to timing of customer receipts.
|
•
|
The Company’s days sales in accounts receivable at
September 30, 2016
were 58, a slight increase from 56 at
September 30, 2015
. 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, 2016
were slightly lower than the comparable period ended
September 30, 2015
primarily due to changes in inventory production levels.
|
•
|
Days in accounts payable at
September 30, 2016
were 73 days, lower than 74 days at the comparable period ended
September 30, 2015
.
|
|
Year Ended September 30,
|
||||||
(in millions)
|
2016
|
|
2015
|
||||
Cash provided by operating activities
|
$
|
1,895
|
|
|
$
|
1,600
|
|
Cash provided (used) by investing activities
|
(887
|
)
|
|
470
|
|
||
Cash used by financing activities
|
(933
|
)
|
|
(1,821
|
)
|
||
Capital expenditures
|
(1,249
|
)
|
|
(1,135
|
)
|
•
|
The increase in cash provided by operating activities was primarily due to favorable changes in other assets and lower pension contributions, partially offset by higher income tax payments and current year separation costs.
|
•
|
The increase in cash used by investing activities was primarily due to cash received from business divestitures in the prior year, cash paid for the JCH joint venture in the current year and an increase in capital expenditures, partially offset by cash acquired in the Tyco merger in the current year.
|
•
|
The decrease in cash used by financing activities was primarily due to an increase in long-term debt, lower stock repurchases in the current year and an increase in short-term debt, partially offset by higher repayments of long-term debt, an increase in dividends paid due to timing and an increase in dividends paid to noncontrolling interests related to the JCH joint venture.
|
•
|
The increase in capital expenditures in the current year is primarily related to higher capital investments in the Buildings and Power Solutions businesses, partially offset by lower capital investments in the Automotive Experience business.
|
|
September 30,
2016 |
|
September 30,
2015 |
|
|
||||
(in millions)
|
|
|
Change
|
||||||
Short-term debt
|
$
|
1,119
|
|
|
$
|
52
|
|
|
|
Current portion of long-term debt
|
628
|
|
|
813
|
|
|
|
||
Long-term debt
|
14,606
|
|
|
5,745
|
|
|
|
||
Total debt
|
$
|
16,353
|
|
|
$
|
6,610
|
|
|
*
|
|
|
|
|
|
|
||||
Shareholders’ equity attributable to Johnson Controls ordinary
shareholders
|
24,118
|
|
|
10,335
|
|
|
*
|
||
Total capitalization
|
$
|
40,471
|
|
|
$
|
16,945
|
|
|
*
|
|
|
|
|
|
|
||||
Total debt as a % of total capitalization
|
40
|
%
|
|
39
|
%
|
|
|
•
|
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.
|
•
|
In connection with the Tyco merger on September 2, 2016, JCI Inc., a wholly owned subsidiary of the Company, replaced its $2.5 billion committed five-year credit facility scheduled to mature in August 2018 with a $2.0 billion committed four-year credit facility scheduled to mature in August 2020. Also, in connection with the Tyco merger on September 2, 2016, Tyco International Holding S.à.r.l ("TSarl"), a wholly owned subsidiary of the Company, entered into a four-year, $1.0 billion revolving credit agreement scheduled to mature in August 2020.
|
•
|
At
September 30, 2016
, the Company had committed bilateral U.S. dollar denominated revolving credit facilities totaling
$135 million
, which are scheduled to expire in fiscal 2017. There were
no
draws on any of these revolving facilities as of September 30, 2016.
|
•
|
Simultaneously with the closing of the Tyco Merger on September 2, 2016, TSarl borrowed $4.0 billion under the Term Loan Credit Agreement dated as of March 10, 2016 with a syndicate of lenders, providing for a three and a half year senior unsecured term loan facility to finance the cash consideration for, and fees, expenses and costs incurred in connection with the Merger.
|
•
|
In August 2016, Adient Global Holdings, Ltd. (AGH), a wholly-owned subsidiary of the Company, issued a one billion euro, 3.5% fixed rate, 8-year senior unsecured note scheduled to mature in August 2024. AGH also issued a $900 million, 4.875%, 10-year senior unsecured note scheduled to mature in August 2026. The proceeds from the notes were deposited into escrow and are expected to be released in connection with the spin-off. The notes have not been, and are not expected to be, guaranteed by the Company or any of its subsidiaries that will not be subsidiaries of Adient following the spin-off. Approximately $1,500 million of the proceeds will be distributed to
the Company in connection with the spin-off and approximately $500 million of the proceeds will be used for Adient's general corporate purposes.
|
•
|
In July 2016, AGH entered into a 5-year, $1,500 million Term A loan facility and a 5-year, $1,500 million revolving credit facility scheduled to mature in July 2021. The term loan was fully drawn in August 2016. As of September 30, 2016, there were no draws on the facility. Upon completion of the spin-off of Adient, AGH will become a wholly-owned subsidiary of Adient. On the date of the spin-off, Adient and certain of its wholly-owned subsidiaries will guarantee the debt, and the guarantees of the Company will automatically be released. The Company used the proceeds of the term loan to early repay
its four tranches of euro-denominated floating rate credit facilities, totaling 390 million euro, that were outstanding as of September 30, 2015; three term loans of $500 million, $200 million and $125 million that were entered into during fiscal 2016, plus accrued interest, and a $90 million outstanding credit facility. The remainder of the proceeds were used for general corporate purposes
.
|
•
|
In February 2016, the Company entered into a nine-month, $100 million floating rate term loan scheduled to mature in November 2016. Proceeds from the term loan were used for general corporate purposes.
|
•
|
In February 2016, the Company terminated a 37 million euro committed revolving credit facility scheduled to mature in September 2016, and subsequently entered into a nine-month, 100 million euro, floating rate term loan scheduled to mature in October 2016. Proceeds from the term loan were used for general corporate purposes.
|
•
|
In January 2016, the Company entered into a ten-month, $200 million, floating rate term loan scheduled to mature in October 2016. Proceeds from the term loan were used for general corporate purposes.
|
•
|
In January 2016, the Company entered into a ten-month, $125 million, floating rate term loan scheduled to mature in October 2016. Proceeds from the term loan were used for general corporate purposes.
|
•
|
In January 2016, the Company retired $800 million in principal amount, plus accrued interest, of its 5.5% fixed rate notes that matured in January 2016.
|
•
|
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. The remaining outstanding portion as of September 30, 2015 was repaid during fiscal 2016.
|
•
|
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.
|
•
|
The Company also selectively makes use of short-term credit lines. The Company estimates that, as of
September 30, 2016
, it could borrow up to $1.7 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, 2016
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 2017 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 Johnson Controls,
|
•
|
The Company earns a significant amount of its operating income outside of the parent company. Outside basis differences in these subsidiaries are deemed to be permanently reinvested. The Company currently does not intend nor foresee a need to repatriate undistributed earnings included in the outside basis differences other than in tax efficient manners. However, in fiscal 2016, the Company did provide income tax expense related to a change in the Company's assertion over a portion of the permanently reinvested earnings as a result of the planned spin-off of the Automotive Experience business. Except as noted, the Company’s intent is to reduce basis differences only when it would be tax efficient. The Company expects existing U.S. cash and liquidity to continue to be sufficient to fund the Company’s U.S. 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 non-U.S. cash, cash equivalents, short-term investments and cash flows from operations to continue to be sufficient to fund the Company’s non-U.S. operating activities and cash commitments for investing activities, such as material capital expenditures, for at least the next twelve months and thereafter for the foreseeable future. Should the Company require more capital in the U.S. than is generated by operations in the U.S., the Company could elect to raise capital in the U.S. through debt or equity issuances. In addition, should the Company require more capital at the Luxembourg and Ireland holding and financing entities, other than amounts that can be provided in tax efficient methods, the Company could also elect to raise capital through debt or equity issuances. This alternative could result in increased interest expense or other dilution of the Company’s earnings. The Company has borrowed funds in the U.S. and continues to have the ability to borrow funds in the U.S. at reasonable interest rates.
|
•
|
The Company's debt financial covenants require it to maintain a minimum consolidated shareholders’ equity attributable to Johnson Controls of at least $3.5 billion at all times and allow a maximum aggregated amount of 10% of its consolidated shareholders’ equity for liens and pledges. For purposes of calculating the covenants, consolidated shareholders’ equity attributable to Johnson Controls 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. TSarl's, a wholly-owned subsidiary of Johnson Controls, revolving credit facility contains customary terms and conditions, and financial covenants that limit the ratio of TSarl's debt to earnings before interest, taxes, depreciation, and amortization and excluding special items to 3.5x and that limit its ability to incur subsidiary debt or grant liens on its property. As of September 30, 2016, the Company was in compliance with all covenants and other requirements set forth in its credit agreements and indentures and expects to remain in compliance 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 2016 and recorded
$620 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, Buildings and Power Solutions businesses and at Corporate. The costs consist primarily of workforce reductions, plant closures, asset impairments, change-in-control payments and immaterial changes in estimates to prior year plans. The Company currently estimates that upon completion of the restructuring action, the fiscal 2016 restructuring plan will reduce annual operating costs from continuing operations by approximately $300 million, which is primarily the result of lower cost of sales and selling, general and administrative expenses due to reduced employee-related costs, depreciation and amortization expense. The Company expects the annual benefit of these actions will be substantially realized by the end of fiscal 2018. For fiscal 2016, there were no significant savings, net of execution costs, realized for this plan. The restructuring action is expected to be substantially complete in fiscal 2018. The restructuring plan reserve balance of
$445 million
at
September 30, 2016
is expected to be paid in cash. Included in the reserve is $78 million of committed restructuring actions taken by Tyco for liabilities assumed as part of the Tyco acquisition.
|
•
|
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
|
•
|
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 full annual benefit of these actions, net of execution costs, were achieved in fiscal 2016. The restructuring actions were substantially complete in 2016. The respective year’s restructuring plan reserve balances of
$23 million
and
$24 million
, respectively, at
September 30, 2016
are expected to be paid in cash.
|
|
Total
|
|
2017
|
|
2018-2019
|
|
2020-2021
|
|
2022
and Beyond
|
||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
(including capital lease obligations)*
|
$
|
15,234
|
|
|
$
|
628
|
|
|
$
|
379
|
|
|
$
|
6,905
|
|
|
$
|
7,322
|
|
Interest on long-term debt
(including capital lease obligations)*
|
6,447
|
|
|
414
|
|
|
795
|
|
|
723
|
|
|
4,515
|
|
|||||
Operating leases
|
1,352
|
|
|
406
|
|
|
537
|
|
|
254
|
|
|
155
|
|
|||||
Purchase obligations
|
2,624
|
|
|
2,218
|
|
|
308
|
|
|
92
|
|
|
6
|
|
|||||
Pension and postretirement contributions
|
745
|
|
|
330
|
|
|
78
|
|
|
84
|
|
|
253
|
|
|||||
Tax indemnification liabilities**
|
290
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
$
|
26,692
|
|
|
$
|
3,996
|
|
|
$
|
2,097
|
|
|
$
|
8,058
|
|
|
$
|
12,251
|
|
(in millions, except per share data)
(quarterly amounts unaudited)
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Full
Year
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2016
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
8,929
|
|
|
$
|
9,031
|
|
|
$
|
9,516
|
|
|
$
|
10,198
|
|
|
$
|
37,674
|
|
Gross profit
|
1,633
|
|
|
1,729
|
|
|
1,887
|
|
|
2,065
|
|
|
7,314
|
|
|||||
Net income (loss) (1)
|
490
|
|
|
(469
|
)
|
|
459
|
|
|
(1,132
|
)
|
|
(652
|
)
|
|||||
Net income (loss) attributable to Johnson Controls
|
450
|
|
|
(530
|
)
|
|
383
|
|
|
(1,171
|
)
|
|
(868
|
)
|
|||||
Earnings (loss) per share (2)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
0.69
|
|
|
(0.82
|
)
|
|
0.59
|
|
|
(1.61
|
)
|
|
(1.30
|
)
|
|||||
Diluted
|
0.69
|
|
|
(0.82
|
)
|
|
0.59
|
|
|
(1.61
|
)
|
|
(1.30
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
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 (3)
|
546
|
|
|
557
|
|
|
207
|
|
|
369
|
|
|
1,679
|
|
|||||
Net income attributable to Johnson Controls
|
507
|
|
|
529
|
|
|
178
|
|
|
349
|
|
|
1,563
|
|
|||||
Earnings per share (4)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
0.77
|
|
|
0.81
|
|
|
0.27
|
|
|
0.54
|
|
|
2.39
|
|
|||||
Diluted
|
0.76
|
|
|
0.80
|
|
|
0.27
|
|
|
0.53
|
|
|
2.36
|
|
(1)
|
The fiscal 2016 first quarter net income includes $101 million for transaction, integration and separation costs. The fiscal 2016 second quarter net loss includes $229 million of significant restructuring and impairment costs, and $131 million for transaction, integration and separation costs. The fiscal 2016 third quarter net income includes $167 million for transaction, integration, and separation costs, and $102 million of significant restructuring and impairment costs. The fiscal 2016 fourth quarter net loss includes $514 million of net mark-to-market and settlement losses on pension and postretirement plans, $296 million of significant restructuring and impairment costs, and $293 million for transaction, integration and separation costs. The preceding amounts are stated on a pre-tax and pre-noncontrolling interest impact basis.
|
(2)
|
Basic and diluted earnings (loss) per share will not cross-foot due to the impact of the Tyco merger on the weighted-average shares included within the earnings per share calculation.
|
(3)
|
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.
|
(4)
|
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, 2016, 2015 and 2014
|
|
|
|
|
|
|
|
Consolidated Statements of Shareholders' Equity for the years ended September 30, 2016, 2015 and 2014
|
|
|
|
|
|
/s/ PricewaterhouseCoopers LLP
|
PricewaterhouseCoopers LLP
|
Milwaukee, Wisconsin
|
November 23, 2016
|
|
Year Ended September 30,
|
||||||||||
(in millions, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
|
|
|
|
|
||||||
Products and systems*
|
$
|
33,635
|
|
|
$
|
33,513
|
|
|
$
|
34,978
|
|
Services*
|
4,039
|
|
|
3,666
|
|
|
3,771
|
|
|||
|
37,674
|
|
|
37,179
|
|
|
38,749
|
|
|||
Cost of sales
|
|
|
|
|
|
||||||
Products and systems*
|
27,625
|
|
|
28,214
|
|
|
29,910
|
|
|||
Services*
|
2,735
|
|
|
2,518
|
|
|
2,534
|
|
|||
|
30,360
|
|
|
30,732
|
|
|
32,444
|
|
|||
|
|
|
|
|
|
||||||
Gross profit
|
7,314
|
|
|
6,447
|
|
|
6,305
|
|
|||
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
(5,325
|
)
|
|
(3,986
|
)
|
|
(4,216
|
)
|
|||
Restructuring and impairment costs
|
(620
|
)
|
|
(397
|
)
|
|
(324
|
)
|
|||
Net financing charges
|
(314
|
)
|
|
(288
|
)
|
|
(244
|
)
|
|||
Equity income
|
531
|
|
|
375
|
|
|
395
|
|
|||
|
|
|
|
|
|
||||||
Income from continuing operations before income taxes
|
1,586
|
|
|
2,151
|
|
|
1,916
|
|
|||
|
|
|
|
|
|
||||||
Income tax provision
|
2,238
|
|
|
600
|
|
|
407
|
|
|||
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
(652
|
)
|
|
1,551
|
|
|
1,509
|
|
|||
|
|
|
|
|
|
||||||
Income (loss) from discontinued operations, net of tax (Note 4)
|
—
|
|
|
128
|
|
|
(166
|
)
|
|||
|
|
|
|
|
|
||||||
Net income (loss)
|
(652
|
)
|
|
1,679
|
|
|
1,343
|
|
|||
|
|
|
|
|
|
||||||
Income from continuing operations attributable to noncontrolling interests
|
216
|
|
|
112
|
|
|
105
|
|
|||
Income from discontinued operations attributable to noncontrolling interests
|
—
|
|
|
4
|
|
|
23
|
|
|||
|
|
|
|
|
|
||||||
Net income (loss) attributable to Johnson Controls
|
$
|
(868
|
)
|
|
$
|
1,563
|
|
|
$
|
1,215
|
|
|
|
|
|
|
|
||||||
Amounts attributable to Johnson Controls ordinary shareholders:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
(868
|
)
|
|
$
|
1,439
|
|
|
$
|
1,404
|
|
Income (loss) from discontinued operations
|
—
|
|
|
124
|
|
|
(189
|
)
|
|||
Net income (loss)
|
$
|
(868
|
)
|
|
$
|
1,563
|
|
|
$
|
1,215
|
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share attributable to Johnson Controls
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(1.30
|
)
|
|
$
|
2.20
|
|
|
$
|
2.11
|
|
Discontinued operations
|
—
|
|
|
0.19
|
|
|
(0.28
|
)
|
|||
Net income (loss) **
|
$
|
(1.30
|
)
|
|
$
|
2.39
|
|
|
$
|
1.82
|
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per share attributable to Johnson Controls
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(1.30
|
)
|
|
$
|
2.18
|
|
|
$
|
2.08
|
|
Discontinued operations
|
—
|
|
|
0.19
|
|
|
(0.28
|
)
|
|||
Net income (loss)**
|
$
|
(1.30
|
)
|
|
$
|
2.36
|
|
|
$
|
1.80
|
|
*
|
Products and systems consist of Automotive Experience, Buildings and Power Solutions products and systems. Services are Buildings technical services.
|
**
|
Certain items do not sum due to rounding.
|
|
Year Ended September 30,
|
||||||||||
(in millions)
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(652
|
)
|
|
$
|
1,679
|
|
|
$
|
1,343
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(94
|
)
|
|
(825
|
)
|
|
(642
|
)
|
|||
Realized and unrealized gains (losses) on derivatives
|
9
|
|
|
(10
|
)
|
|
(3
|
)
|
|||
Realized and unrealized losses on marketable common stock
|
(1
|
)
|
|
—
|
|
|
(7
|
)
|
|||
Pension and postretirement plans
|
(1
|
)
|
|
(10
|
)
|
|
(5
|
)
|
|||
|
|
|
|
|
|
||||||
Other comprehensive loss
|
(87
|
)
|
|
(845
|
)
|
|
(657
|
)
|
|||
|
|
|
|
|
|
||||||
Total comprehensive income (loss)
|
(739
|
)
|
|
834
|
|
|
686
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive income attributable to noncontrolling interests
|
225
|
|
|
91
|
|
|
126
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive income (loss) attributable to Johnson Controls
|
$
|
(964
|
)
|
|
$
|
743
|
|
|
$
|
560
|
|
|
September 30,
|
||||||
(in millions, except par value and share data)
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Assets
|
|
|
|
||||
|
|
|
|
||||
Cash and cash equivalents
|
$
|
684
|
|
|
$
|
597
|
|
Cash in escrow related to Adient debt
|
2,034
|
|
|
—
|
|
||
Accounts receivable, less allowance for doubtful
accounts of $194 and $82, respectively
|
8,018
|
|
|
5,751
|
|
||
Inventories
|
3,560
|
|
|
2,377
|
|
||
Assets held for sale
|
174
|
|
|
55
|
|
||
Other current assets
|
2,639
|
|
|
1,689
|
|
||
Current assets
|
17,109
|
|
|
10,469
|
|
||
|
|
|
|
||||
Property, plant and equipment - net
|
7,872
|
|
|
5,870
|
|
||
Goodwill
|
23,409
|
|
|
6,824
|
|
||
Other intangible assets - net
|
7,653
|
|
|
1,516
|
|
||
Investments in partially-owned affiliates
|
2,735
|
|
|
2,143
|
|
||
Other noncurrent assets
|
4,475
|
|
|
2,800
|
|
||
Total assets
|
$
|
63,253
|
|
|
$
|
29,622
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
||||
|
|
|
|
||||
Short-term debt
|
$
|
1,119
|
|
|
$
|
52
|
|
Current portion of long-term debt
|
628
|
|
|
813
|
|
||
Accounts payable
|
6,764
|
|
|
5,174
|
|
||
Accrued compensation and benefits
|
1,763
|
|
|
1,090
|
|
||
Liabilities held for sale
|
28
|
|
|
42
|
|
||
Other current liabilities
|
5,991
|
|
|
3,275
|
|
||
Current liabilities
|
16,293
|
|
|
10,446
|
|
||
|
|
|
|
||||
Long-term debt
|
14,606
|
|
|
5,745
|
|
||
Pension and postretirement benefits
|
1,738
|
|
|
767
|
|
||
Other noncurrent liabilities
|
5,292
|
|
|
1,954
|
|
||
Long-term liabilities
|
21,636
|
|
|
8,466
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 23)
|
|
|
|
||||
|
|
|
|
||||
Redeemable noncontrolling interests
|
234
|
|
|
212
|
|
||
|
|
|
|
||||
Ordinary shares - par value $0.01, $0.01; 2.0 billion, 1.8 billion shares
authorized; 936,247,911, 717,039,108 shares issued, respectively
|
9
|
|
|
7
|
|
||
Ordinary A shares - par value €1.00; 40,000 shares authorized, none outstanding as of
September 30, 2016 and 2015
|
—
|
|
|
—
|
|
||
Preferred shares - par value $0.01; 200,000,000 shares authorized, none outstanding as of
September 30, 2016 and 2015
|
—
|
|
|
—
|
|
||
Ordinary shares held in treasury, at cost (2016 - 452,083; 2015 - 69,671,840 shares)
|
(20
|
)
|
|
(3,152
|
)
|
||
Capital in excess of par value
|
16,105
|
|
|
3,740
|
|
||
Retained earnings
|
9,177
|
|
|
10,797
|
|
||
Accumulated other comprehensive loss
|
(1,153
|
)
|
|
(1,057
|
)
|
||
Shareholders’ equity attributable to Johnson Controls
|
24,118
|
|
|
10,335
|
|
||
Noncontrolling interests
|
972
|
|
|
163
|
|
||
Total equity
|
25,090
|
|
|
10,498
|
|
||
Total liabilities and equity
|
$
|
63,253
|
|
|
$
|
29,622
|
|
|
Year Ended September 30,
|
||||||||||
(in millions)
|
2016
|
|
2015
|
|
2014
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income (loss) attributable to Johnson Controls
|
$
|
(868
|
)
|
|
$
|
1,563
|
|
|
$
|
1,215
|
|
Income from continuing operations attributable to noncontrolling interests
|
216
|
|
|
112
|
|
|
105
|
|
|||
Income from discontinued operations attributable to noncontrolling interests
|
—
|
|
|
4
|
|
|
23
|
|
|||
Net income (loss)
|
(652
|
)
|
|
1,679
|
|
|
1,343
|
|
|||
Adjustments to reconcile net income (loss) to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
953
|
|
|
860
|
|
|
955
|
|
|||
Pension and postretirement benefit expense
|
460
|
|
|
396
|
|
|
321
|
|
|||
Pension and postretirement contributions
|
(137
|
)
|
|
(409
|
)
|
|
(161
|
)
|
|||
Equity in earnings of partially-owned affiliates, net of dividends received
|
(250
|
)
|
|
(144
|
)
|
|
(153
|
)
|
|||
Deferred income taxes
|
(1,241
|
)
|
|
327
|
|
|
(329
|
)
|
|||
Non-cash restructuring and impairment charges
|
221
|
|
|
183
|
|
|
181
|
|
|||
Loss (gain) on divestitures - net
|
(26
|
)
|
|
(1,340
|
)
|
|
111
|
|
|||
Fair value adjustment of equity investment
|
(4
|
)
|
|
—
|
|
|
(38
|
)
|
|||
Equity-based compensation
|
142
|
|
|
90
|
|
|
82
|
|
|||
Other
|
5
|
|
|
(1
|
)
|
|
(2
|
)
|
|||
Changes in assets and liabilities, excluding acquisitions and divestitures:
|
|
|
|
|
|
||||||
Accounts receivable
|
(344
|
)
|
|
(297
|
)
|
|
(18
|
)
|
|||
Inventories
|
1
|
|
|
(99
|
)
|
|
(311
|
)
|
|||
Other assets
|
148
|
|
|
(113
|
)
|
|
(192
|
)
|
|||
Restructuring reserves
|
141
|
|
|
(6
|
)
|
|
(31
|
)
|
|||
Accounts payable and accrued liabilities
|
398
|
|
|
348
|
|
|
440
|
|
|||
Accrued income taxes
|
2,080
|
|
|
126
|
|
|
197
|
|
|||
Cash provided by operating activities
|
1,895
|
|
|
1,600
|
|
|
2,395
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities
|
|
|
|
|
|
||||||
Capital expenditures
|
(1,249
|
)
|
|
(1,135
|
)
|
|
(1,199
|
)
|
|||
Sale of property, plant and equipment
|
32
|
|
|
37
|
|
|
79
|
|
|||
Acquisition of businesses, net of cash acquired
|
353
|
|
|
(22
|
)
|
|
(1,733
|
)
|
|||
Business divestitures
|
32
|
|
|
1,646
|
|
|
225
|
|
|||
Changes in long-term investments
|
(48
|
)
|
|
(44
|
)
|
|
19
|
|
|||
Other
|
(7
|
)
|
|
(12
|
)
|
|
16
|
|
|||
Cash provided (used) by investing activities
|
(887
|
)
|
|
470
|
|
|
(2,593
|
)
|
|||
|
|
|
|
|
|
||||||
Financing Activities
|
|
|
|
|
|
||||||
Increase (decrease) in short-term debt - net
|
556
|
|
|
(68
|
)
|
|
73
|
|
|||
Increase in long-term debt
|
1,501
|
|
|
299
|
|
|
2,001
|
|
|||
Repayment of long-term debt
|
(1,299
|
)
|
|
(191
|
)
|
|
(833
|
)
|
|||
Debt financing costs
|
(45
|
)
|
|
—
|
|
|
—
|
|
|||
Stock repurchases
|
(501
|
)
|
|
(1,362
|
)
|
|
(1,249
|
)
|
|||
Payment of cash dividends
|
(915
|
)
|
|
(657
|
)
|
|
(568
|
)
|
|||
Proceeds from the exercise of stock options
|
70
|
|
|
275
|
|
|
186
|
|
|||
Cash paid to acquire a noncontrolling interest
|
(2
|
)
|
|
(38
|
)
|
|
(5
|
)
|
|||
Dividends paid to noncontrolling interests
|
(306
|
)
|
|
(68
|
)
|
|
(55
|
)
|
|||
Other
|
8
|
|
|
(11
|
)
|
|
38
|
|
|||
Cash used by financing activities
|
(933
|
)
|
|
(1,821
|
)
|
|
(412
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
12
|
|
|
(81
|
)
|
|
(20
|
)
|
|||
Change in cash held for sale
|
—
|
|
|
20
|
|
|
(16
|
)
|
|||
Increase (decrease) in cash and cash equivalents
|
87
|
|
|
188
|
|
|
(646
|
)
|
|||
Cash and cash equivalents at beginning of period
|
597
|
|
|
409
|
|
|
1,055
|
|
|||
Cash and cash equivalents at end of period
|
$
|
684
|
|
|
$
|
597
|
|
|
$
|
409
|
|
(in millions, except per share data)
|
Total
|
|
Ordinary
Shares
|
|
Capital in
Excess of
Par Value
|
|
Retained
Earnings
|
|
Treasury
Stock,
at Cost
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||||||
At September 30, 2013
|
$
|
12,273
|
|
|
$
|
7
|
|
|
$
|
3,092
|
|
|
$
|
9,287
|
|
|
$
|
(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
|
|
|
—
|
|
|
277
|
|
|
(1
|
)
|
|
(4
|
)
|
|
—
|
|
||||||
At September 30, 2014
|
11,270
|
|
|
7
|
|
|
3,369
|
|
|
9,915
|
|
|
(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
|
|
|
—
|
|
|
371
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
||||||
At September 30, 2015
|
10,335
|
|
|
7
|
|
|
3,740
|
|
|
10,797
|
|
|
(3,152
|
)
|
|
(1,057
|
)
|
||||||
Comprehensive loss
|
(964
|
)
|
|
—
|
|
|
—
|
|
|
(868
|
)
|
|
—
|
|
|
(96
|
)
|
||||||
Result of contribution of Johnson Controls,
Inc. to Johnson Controls International plc
|
15,808
|
|
|
2
|
|
|
12,157
|
|
|
—
|
|
|
3,649
|
|
|
—
|
|
||||||
Cash dividends
Common ($1.16 per share) |
(752
|
)
|
|
—
|
|
|
—
|
|
|
(752
|
)
|
|
—
|
|
|
—
|
|
||||||
Repurchases of common stock
|
(501
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(501
|
)
|
|
—
|
|
||||||
Other, including options exercised
|
192
|
|
|
—
|
|
|
208
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
||||||
At September 30, 2016
|
$
|
24,118
|
|
|
$
|
9
|
|
|
$
|
16,105
|
|
|
$
|
9,177
|
|
|
$
|
(20
|
)
|
|
$
|
(1,153
|
)
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Current assets
|
$
|
284
|
|
|
$
|
281
|
|
Noncurrent assets
|
98
|
|
|
128
|
|
||
Total assets
|
$
|
382
|
|
|
$
|
409
|
|
|
|
|
|
||||
Current liabilities
|
$
|
230
|
|
|
$
|
232
|
|
Noncurrent liabilities
|
29
|
|
|
34
|
|
||
Total liabilities
|
$
|
259
|
|
|
$
|
266
|
|
(in millions, except for share consolidation ratio and share data)
|
|
|
||
|
|
|
||
Number of Tyco shares outstanding at September 2, 2016
|
|
427,181,743
|
|
|
Tyco share consolidation ratio
|
|
0.955
|
|
|
Tyco ordinary shares outstanding following the share consolidation
and immediately prior to the merger
|
|
407,958,565
|
|
|
JCI Inc. converted share price (1)
|
|
$
|
47.67
|
|
Fair value of equity portion of the merger consideration
|
|
$
|
19,447
|
|
Fair value of Tyco equity awards
|
|
224
|
|
|
Total fair value of consideration transferred
|
|
$
|
19,671
|
|
(1)
|
Amount equals JCI Inc. closing share price and market capitalization at September 2, 2016 (
$45.45
and
$29,012 million
, respectively) adjusted for the Tyco
$3,864 million
cash contribution used to purchase
110.8 million
shares of JCI Inc. common stock for
$34.88
per share.
|
Cash and cash equivalents
|
|
$
|
489
|
|
Accounts receivable
|
|
1,648
|
|
|
Inventories
|
|
829
|
|
|
Other current assets
|
|
1,062
|
|
|
Property, plant, and equipment - net
|
|
1,224
|
|
|
Goodwill
|
|
16,363
|
|
|
Intangible assets - net
|
|
6,203
|
|
|
Other noncurrent assets
|
|
560
|
|
|
Total assets acquired
|
|
$
|
28,378
|
|
|
|
|
||
Short-term debt
|
|
$
|
462
|
|
Accounts payable
|
|
711
|
|
|
Accrued compensation and benefits
|
|
305
|
|
|
Other current liabilities
|
|
1,608
|
|
|
Long-term debt
|
|
6,416
|
|
|
Long-term deferred tax liabilities
|
|
1,173
|
|
|
Long-term pension and postretirement benefits
|
|
774
|
|
|
Other noncurrent liabilities
|
|
1,088
|
|
|
Total liabilities acquired
|
|
$
|
12,537
|
|
Noncontrolling interests
|
|
34
|
|
|
Net assets acquired
|
|
$
|
15,807
|
|
Cash consideration paid to JCI Inc. shareholders
|
|
3,864
|
|
|
Total fair value of consideration transferred
|
|
$
|
19,671
|
|
|
|
Preliminary Fair Value (in millions)
|
|
Weighted Average Life (in years)
|
||
Customer relationships
|
|
$
|
2,280
|
|
|
11
|
Completed technology
|
|
1,530
|
|
|
10
|
|
Other definite-lived intangibles
|
|
223
|
|
|
8
|
|
Indefinite-lived trademarks
|
|
2,020
|
|
|
|
|
Other indefinite-lived intangibles
|
|
90
|
|
|
|
|
In-process research and development
|
|
60
|
|
|
|
|
Total identifiable intangible assets
|
|
$
|
6,203
|
|
|
|
|
|
Year Ended September 30,
|
||||||
(in millions)
|
|
2016
|
|
2015
|
||||
|
|
|
|
|
||||
Pro forma net sales
|
|
$
|
46,484
|
|
|
$
|
46,987
|
|
Pro forma net income (loss) from continuing
operations
|
|
(457
|
)
|
|
1,473
|
|
|
Year Ended September 30,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Net sales
|
$
|
3,025
|
|
|
$
|
4,079
|
|
|
|
|
|
||||
Income from discontinued operations before income taxes
|
1,203
|
|
|
119
|
|
||
Provision for income taxes on discontinued operations
|
1,075
|
|
|
75
|
|
||
Income from discontinued operations attributable to noncontrolling interests, net of tax
|
4
|
|
|
15
|
|
||
Income from discontinued operations
|
$
|
124
|
|
|
$
|
29
|
|
|
|
Year Ended September 30,
|
||
|
|
2014
|
||
|
|
|
||
Net sales
|
|
$
|
1,027
|
|
|
|
|
||
Loss from discontinued operations before income taxes
|
|
(8
|
)
|
|
Provision for income taxes on discontinued operations
|
|
202
|
|
|
Income from discontinued operations attributable to noncontrolling interests, net of tax
|
|
8
|
|
|
Loss from discontinued operations
|
|
$
|
(218
|
)
|
Accounts receivable - net
|
$
|
9
|
|
Inventories
|
7
|
|
|
Other current assets
|
3
|
|
|
Property, plant and equipment - net
|
15
|
|
|
Goodwill
|
89
|
|
|
Other intangible assets - net
|
30
|
|
|
Other noncurrent assets
|
4
|
|
|
Assets held for sale
|
$
|
157
|
|
|
|
||
Accounts payable
|
$
|
9
|
|
Other current liabilities
|
19
|
|
|
Liabilities held for sale
|
$
|
28
|
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Raw materials and supplies
|
$
|
1,365
|
|
|
$
|
1,084
|
|
Work-in-process
|
538
|
|
|
369
|
|
||
Finished goods
|
1,657
|
|
|
924
|
|
||
Inventories
|
$
|
3,560
|
|
|
$
|
2,377
|
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
|
|
|
||||
Buildings and improvements
|
$
|
3,435
|
|
|
$
|
3,091
|
|
Subscriber systems
|
448
|
|
|
—
|
|
||
Machinery and equipment
|
9,626
|
|
|
8,566
|
|
||
Construction in progress
|
1,441
|
|
|
1,006
|
|
||
Land
|
526
|
|
|
338
|
|
||
Total property, plant and equipment
|
15,476
|
|
|
13,001
|
|
||
Less: accumulated depreciation
|
(7,604
|
)
|
|
(7,131
|
)
|
||
Property, plant and equipment - net
|
$
|
7,872
|
|
|
$
|
5,870
|
|
|
September 30,
2014
|
|
Business
Acquisitions
|
|
Business
Divestitures
|
|
Currency Translation and Other
|
|
September 30,
2015
|
||||||||||
Building Efficiency
|
|
|
|
|
|
|
|
|
|
||||||||||
Systems and Service North
America
|
$
|
982
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
(2
|
)
|
|
$
|
978
|
|
Products North America
|
1,688
|
|
|
34
|
|
|
(14
|
)
|
|
(7
|
)
|
|
1,701
|
|
|||||
Asia
|
414
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
389
|
|
|||||
Rest of World
|
345
|
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
310
|
|
|||||
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
|
|
Business
Acquisitions
|
|
Business
Divestitures
|
|
Currency Translation and Other
|
|
September 30,
2016
|
||||||||||
Buildings
|
|
|
|
|
|
|
|
|
|
||||||||||
Building Efficiency
|
|
|
|
|
|
|
|
|
|
||||||||||
Systems and Service North
America
|
$
|
978
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
—
|
|
|
$
|
975
|
|
Products North America
|
1,701
|
|
|
—
|
|
|
(3
|
)
|
|
(1
|
)
|
|
1,697
|
|
|||||
Asia
|
389
|
|
|
253
|
|
|
—
|
|
|
15
|
|
|
657
|
|
|||||
Rest of World
|
310
|
|
|
5
|
|
|
(13
|
)
|
|
(1
|
)
|
|
301
|
|
|||||
Tyco
|
—
|
|
|
16,364
|
|
|
—
|
|
|
(56
|
)
|
|
16,308
|
|
|||||
Automotive Experience
|
|
|
|
|
|
|
|
|
|
||||||||||
Seating
|
2,364
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
2,385
|
|
|||||
Power Solutions
|
1,082
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
1,086
|
|
|||||
Total
|
$
|
6,824
|
|
|
$
|
16,622
|
|
|
$
|
(19
|
)
|
|
$
|
(18
|
)
|
|
$
|
23,409
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2016
|
|
September 30, 2015
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Amortized intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Technology
|
$
|
1,556
|
|
|
$
|
(37
|
)
|
|
$
|
1,519
|
|
|
$
|
80
|
|
|
$
|
(59
|
)
|
|
$
|
21
|
|
Customer relationships
|
3,268
|
|
|
(274
|
)
|
|
2,994
|
|
|
975
|
|
|
(206
|
)
|
|
769
|
|
||||||
Miscellaneous
|
590
|
|
|
(155
|
)
|
|
435
|
|
|
307
|
|
|
(123
|
)
|
|
184
|
|
||||||
Total amortized intangible assets
|
5,414
|
|
|
(466
|
)
|
|
4,948
|
|
|
1,362
|
|
|
(388
|
)
|
|
974
|
|
||||||
Unamortized intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks/trade names
|
2,555
|
|
|
—
|
|
|
2,555
|
|
|
542
|
|
|
—
|
|
|
542
|
|
||||||
Miscellaneous
|
150
|
|
|
—
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
2,705
|
|
|
—
|
|
|
2,705
|
|
|
542
|
|
|
—
|
|
|
542
|
|
||||||
Total intangible assets
|
$
|
8,119
|
|
|
$
|
(466
|
)
|
|
$
|
7,653
|
|
|
$
|
1,904
|
|
|
$
|
(388
|
)
|
|
$
|
1,516
|
|
|
Capital
Leases
|
|
Operating
Leases
|
||||
2017
|
$
|
5
|
|
|
$
|
406
|
|
2018
|
4
|
|
|
310
|
|
||
2019
|
3
|
|
|
227
|
|
||
2020
|
3
|
|
|
156
|
|
||
2021
|
3
|
|
|
98
|
|
||
After 2021
|
12
|
|
|
155
|
|
||
Total minimum lease payments
|
30
|
|
|
$
|
1,352
|
|
|
Interest
|
(6
|
)
|
|
|
|||
Present value of net minimum lease payments
|
$
|
24
|
|
|
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Bank borrowings and commercial paper
|
$
|
1,119
|
|
|
$
|
52
|
|
Weighted average interest rate on short-term debt outstanding
|
1.3
|
%
|
|
7.2
|
%
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Unsecured notes
|
|
|
|
||||
JCI Inc. - 5.5% due in 2016 ($800 million par value)
|
—
|
|
|
800
|
|
||
JCI Inc. - 7.125% due in 2017 ($150 million par value)
|
149
|
|
|
153
|
|
||
JCI Inc. - 2.6% due in 2017 ($400 million par value)
|
404
|
|
|
404
|
|
||
JCI Inc. - 2.355% due in 2017 ($46 million par value)
|
46
|
|
|
46
|
|
||
JCI Inc. - 1.4% due in 2018 ($300 million par value)
|
301
|
|
|
303
|
|
||
JCI Inc. - 5.0% due in 2020 ($500 million par value)
|
499
|
|
|
499
|
|
||
JCI Inc. - 4.25% due 2021 ($500 million par value)
|
498
|
|
|
498
|
|
||
JCI Inc. - 3.75% due in 2022 ($450 million par value)
|
448
|
|
|
448
|
|
||
JCI Inc. - 3.625% due in 2024 ($500 million par value)
|
500
|
|
|
500
|
|
||
JCI Inc. - 6.0% due in 2036 ($400 million par value)
|
396
|
|
|
395
|
|
||
JCI Inc. - 5.7% due in 2041 ($300 million par value)
|
299
|
|
|
299
|
|
||
JCI Inc. - 5.25% due in 2042 ($250 million par value)
|
250
|
|
|
250
|
|
||
JCI Inc. - 4.625% due in 2044 ($450 million par value)
|
447
|
|
|
447
|
|
||
JCI Inc. - 6.95% due in 2046 ($125 million par value)
|
125
|
|
|
125
|
|
||
JCI Inc. - 4.95% due in 2064 ($450 million par value)
|
449
|
|
|
449
|
|
||
Tyco International Finance S.A. ("TIFSA") - 3.75% due in 2018 ($67 million par value)
|
69
|
|
|
—
|
|
||
TIFSA - 4.625% due in 2023 ($42 million par value)
|
46
|
|
|
—
|
|
||
TIFSA - 1.375% due in 2025 (EUR 500 million par value)
|
571
|
|
|
—
|
|
||
TIFSA - 3.90% due in 2026 ($750 million par value)
|
824
|
|
|
—
|
|
||
TIFSA - 5.125% due in 2045 ($750 million par value)
|
903
|
|
|
—
|
|
||
Adient - 3.5% due in 2024 (EUR 1,000 million par value)
|
1,119
|
|
|
—
|
|
||
Adient - 4.875% due in 2026 ($900 million par value)
|
900
|
|
|
—
|
|
||
TSarl - Term Loan A - LIBOR plus 1.50% due in 2020
|
4,000
|
|
|
—
|
|
||
Adient - Term Loan A - LIBOR plus 1.005% due in 2021
|
1,500
|
|
|
—
|
|
||
Capital lease obligations
|
24
|
|
|
48
|
|
||
Other foreign-denominated debt
|
|
|
|
||||
Euro
|
61
|
|
|
529
|
|
||
Japanese Yen
|
367
|
|
|
308
|
|
||
Other
|
39
|
|
|
57
|
|
||
Gross long-term debt
|
15,234
|
|
|
6,558
|
|
||
Less: current portion
|
628
|
|
|
813
|
|
||
Net long-term debt
|
$
|
14,606
|
|
|
$
|
5,745
|
|
|
Year Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
||||||
Interest expense, net of capitalized interest costs
|
$
|
309
|
|
|
$
|
288
|
|
|
$
|
254
|
|
Banking fees and bond cost amortization
|
34
|
|
|
23
|
|
|
18
|
|
|||
Interest income
|
(14
|
)
|
|
(9
|
)
|
|
(10
|
)
|
|||
Net foreign exchange results for financing activities
|
(15
|
)
|
|
(14
|
)
|
|
(18
|
)
|
|||
Net financing charges
|
$
|
314
|
|
|
$
|
288
|
|
|
$
|
244
|
|
|
|
|
|
Volume Outstanding as of
|
||||
Commodity
|
|
Units
|
|
September 30, 2016
|
|
September 30, 2015
|
||
Copper
|
|
Pounds
|
|
5,849,000
|
|
|
14,648,000
|
|
Lead
|
|
Metric Tons
|
|
5,185
|
|
|
6,785
|
|
Aluminum
|
|
Metric Tons
|
|
2,620
|
|
|
5,700
|
|
Tin
|
|
Metric Tons
|
|
185
|
|
|
2,080
|
|
|
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,
2016
|
|
September 30,
2015
|
|
September 30,
2016
|
|
September 30,
2015
|
||||||||
Other current assets
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
$
|
41
|
|
|
$
|
31
|
|
|
$
|
49
|
|
|
$
|
27
|
|
Commodity derivatives
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Interest rate swaps
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Cross-currency interest rate swaps
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
||||
Other noncurrent assets
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
1
|
|
|
5
|
|
|
—
|
|
|
—
|
|
||||
Equity swap
|
—
|
|
|
—
|
|
|
—
|
|
|
164
|
|
||||
Total assets
|
$
|
46
|
|
|
$
|
42
|
|
|
$
|
49
|
|
|
$
|
191
|
|
|
|
|
|
|
|
|
|
||||||||
Other current liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
$
|
48
|
|
|
$
|
37
|
|
|
$
|
23
|
|
|
$
|
26
|
|
Commodity derivatives
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
||||
Cross-currency interest rate swaps
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Current portion of long-term debt
|
|
|
|
|
|
|
|
||||||||
Fixed rate debt swapped to floating
|
551
|
|
|
801
|
|
|
—
|
|
|
—
|
|
||||
Long-term debt
|
|
|
|
|
|
|
|
||||||||
Foreign currency denominated debt
|
2,057
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fixed rate debt swapped to floating
|
301
|
|
|
855
|
|
|
—
|
|
|
—
|
|
||||
Total liabilities
|
$
|
2,957
|
|
|
$
|
1,701
|
|
|
$
|
23
|
|
|
$
|
26
|
|
|
Fair Value of Assets
|
|
Fair Value of Liabilities
|
|||||||||||||
|
September 30,
2016
|
|
September 30,
2015
|
|
September 30,
2016
|
|
September 30,
2015
|
|
||||||||
Gross amount recognized
|
$
|
95
|
|
|
$
|
233
|
|
|
$
|
2,980
|
|
|
$
|
1,727
|
|
|
Gross amount eligible for offsetting
|
(21
|
)
|
|
(8
|
)
|
|
(21
|
)
|
|
(8
|
)
|
|
||||
Net amount
|
$
|
74
|
|
|
$
|
225
|
|
|
$
|
2,959
|
|
|
$
|
1,719
|
|
|
Derivatives in ASC 815 Cash Flow Hedging Relationships
|
|
Year Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||
Foreign currency exchange derivatives
|
|
$
|
(18
|
)
|
|
$
|
(5
|
)
|
|
$
|
1
|
|
Commodity derivatives
|
|
3
|
|
|
(19
|
)
|
|
(7
|
)
|
|||
Total
|
|
$
|
(15
|
)
|
|
$
|
(24
|
)
|
|
$
|
(6
|
)
|
Derivatives in ASC 815 Cash Flow
Hedging Relationships
|
|
Location of Gain (Loss)
Recognized in Income on Derivative
|
|
Year Ended September 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||||
Foreign currency exchange derivatives
|
|
Cost of sales
|
|
$
|
(21
|
)
|
|
$
|
1
|
|
|
$
|
(2
|
)
|
Commodity derivatives
|
|
Cost of sales
|
|
(12
|
)
|
|
(11
|
)
|
|
1
|
|
|||
Forward treasury locks
|
|
Net financing charges
|
|
1
|
|
|
1
|
|
|
1
|
|
|||
Total
|
|
|
|
$
|
(32
|
)
|
|
$
|
(9
|
)
|
|
$
|
—
|
|
Derivatives in ASC 815 Fair Value Hedging Relationships
|
|
Location of Gain (Loss)
Recognized in Income on Derivative
|
|
Year Ended September 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||||
Interest rate swap
|
|
Net financing charges
|
|
$
|
(5
|
)
|
|
$
|
7
|
|
|
$
|
5
|
|
Fixed rate debt swapped to floating
|
|
Net financing charges
|
|
5
|
|
|
(7
|
)
|
|
(5
|
)
|
|||
Total
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivatives Not Designated as Hedging Instruments under ASC 815
|
|
Location of Gain (Loss)
Recognized in Income on Derivative
|
|
Year Ended September 30,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||||
Foreign currency exchange derivatives
|
|
Cost of sales
|
|
$
|
(18
|
)
|
|
$
|
(3
|
)
|
|
$
|
1
|
|
Foreign currency exchange derivatives
|
|
Net financing charges
|
|
(11
|
)
|
|
(12
|
)
|
|
18
|
|
|||
Foreign currency exchange derivatives
|
|
Income tax provision
|
|
4
|
|
|
—
|
|
|
—
|
|
|||
Equity swap
|
|
Selling, general and administrative
|
|
14
|
|
|
(9
|
)
|
|
(1
|
)
|
|||
Total
|
|
|
|
$
|
(11
|
)
|
|
$
|
(24
|
)
|
|
$
|
18
|
|
|
Fair Value Measurements Using:
|
||||||||||||||
|
Total as of
September 30, 2016
|
|
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
|
$
|
90
|
|
|
$
|
—
|
|
|
$
|
90
|
|
|
$
|
—
|
|
Commodity derivatives
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
Exchange traded funds (fixed income)
1
|
15
|
|
|
15
|
|
|
—
|
|
|
—
|
|
||||
Other noncurrent assets
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Investments in marketable common stock
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||
Deferred compensation plan assets
|
81
|
|
|
81
|
|
|
—
|
|
|
—
|
|
||||
Exchange traded funds (fixed income)
1
|
163
|
|
|
163
|
|
|
—
|
|
|
—
|
|
||||
Exchange traded funds (equity)
1
|
86
|
|
|
86
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
$
|
443
|
|
|
$
|
348
|
|
|
$
|
95
|
|
|
$
|
—
|
|
Other current liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
$
|
71
|
|
|
$
|
—
|
|
|
$
|
71
|
|
|
$
|
—
|
|
Current portion of long-term debt
|
|
|
|
|
|
|
|
||||||||
Fixed rate debt swapped to floating
|
551
|
|
|
—
|
|
|
551
|
|
|
—
|
|
||||
Long-term debt
|
|
|
|
|
|
|
|
||||||||
Foreign currency denominated debt
|
2,057
|
|
|
2,057
|
|
|
—
|
|
|
—
|
|
||||
Fixed rate debt swapped to floating
|
301
|
|
|
—
|
|
|
301
|
|
|
—
|
|
||||
Total liabilities
|
$
|
2,980
|
|
|
$
|
2,057
|
|
|
$
|
923
|
|
|
$
|
—
|
|
|
Year Ended September 30,
|
||||
|
2016
|
|
2015
|
|
2014
|
Expected life of option (years)
|
6.4
|
|
6.6
|
|
6.7
|
Risk-free interest rate
|
1.64% - 1.70%
|
|
1.61% - 1.93%
|
|
1.92%
|
Expected volatility of the Company’s stock
|
36.00%
|
|
36.00%
|
|
36.00%
|
Expected dividend yield on the Company’s stock
|
2.11%
|
|
2.02%
|
|
2.17%
|
|
Weighted
Average
Option Price
|
|
Shares
Subject to
Option
|
|
Weighted
Average
Remaining
Contractual
Life (years)
|
|
Aggregate
Intrinsic
Value
(in millions)
|
|||||
Outstanding, September 30, 2015
|
$
|
31.17
|
|
|
13,039,240
|
|
|
|
|
|
||
Granted
|
43.83
|
|
|
961,705
|
|
|
|
|
|
|||
Acquired Tyco awards
|
31.37
|
|
|
10,895,381
|
|
|
|
|
|
|||
Exercised
|
27.93
|
|
|
(2,393,703
|
)
|
|
|
|
|
|||
Forfeited or expired
|
42.90
|
|
|
(170,390
|
)
|
|
|
|
|
|||
Outstanding, September 30, 2016
|
$
|
32.07
|
|
|
22,332,233
|
|
|
5.3
|
|
$
|
327
|
|
Exercisable, September 30, 2016
|
$
|
28.30
|
|
|
15,745,714
|
|
|
4.4
|
|
$
|
288
|
|
Expected life of SAR (years)
|
0.5 - 4.2
|
Risk-free interest rate
|
0.45% - 1.04%
|
Expected volatility of the Company’s stock
|
36.00%
|
Expected dividend yield on the Company’s stock
|
2.11%
|
|
Weighted
Average
SAR Price
|
|
Shares
Subject to
SAR
|
|
Weighted
Average
Remaining
Contractual
Life (years)
|
|
Aggregate
Intrinsic
Value
(in millions)
|
|||||
Outstanding, September 30, 2015
|
$
|
29.53
|
|
|
1,740,100
|
|
|
|
|
|
||
Granted
|
43.86
|
|
|
54,749
|
|
|
|
|
|
|||
Exercised
|
27.41
|
|
|
(494,480
|
)
|
|
|
|
|
|||
Forfeited or expired
|
36.33
|
|
|
(99,204
|
)
|
|
|
|
|
|||
Outstanding, September 30, 2016
|
$
|
30.49
|
|
|
1,201,165
|
|
|
4.6
|
|
$
|
19
|
|
Exercisable, September 30, 2016
|
$
|
29.23
|
|
|
1,114,543
|
|
|
4.3
|
|
$
|
19
|
|
|
Weighted
Average
Price
|
|
Shares/Units
Subject to
Restriction
|
|||
Nonvested, September 30, 2015
|
$
|
45.75
|
|
|
2,370,155
|
|
Granted
|
45.49
|
|
|
4,052,020
|
|
|
Acquired Tyco awards
|
47.74
|
|
|
2,916,471
|
|
|
Converted performance share awards *
|
49.20
|
|
|
1,108,036
|
|
|
Vested
|
34.45
|
|
|
(527,017
|
)
|
|
Forfeited
|
45.83
|
|
|
(353,621
|
)
|
|
Nonvested, September 30, 2016
|
$
|
47.27
|
|
|
9,566,044
|
|
|
Weighted
Average
Price
|
|
Shares/Units
Subject to
PSU
|
|||
Nonvested, September 30, 2015
|
$
|
42.33
|
|
|
924,388
|
|
Vested
|
30.73
|
|
|
(344,318
|
)
|
|
Forfeited
|
49.73
|
|
|
(21,305
|
)
|
|
Nonvested, September 02, 2016
|
$
|
49.20
|
|
|
558,765
|
|
Conversion to nonvested restricted stock *
|
49.20
|
|
|
(558,765
|
)
|
|
Nonvested, September 30, 2016
|
$
|
—
|
|
|
—
|
|
|
Year Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Income (Loss) Available to Common Shareholders
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
(868
|
)
|
|
$
|
1,439
|
|
|
$
|
1,404
|
|
Income (loss) from discontinued operations
|
—
|
|
|
124
|
|
|
(189
|
)
|
|||
Basic and diluted income (loss) available to common shareholders
|
$
|
(868
|
)
|
|
$
|
1,563
|
|
|
$
|
1,215
|
|
|
|
|
|
|
|
||||||
Weighted Average Shares Outstanding
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
667.4
|
|
|
655.2
|
|
|
666.9
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options, unvested restricted stock and unvested
performance share awards
|
—
|
|
|
6.3
|
|
|
7.9
|
|
|||
Diluted weighted average shares outstanding
|
667.4
|
|
|
661.5
|
|
|
674.8
|
|
|||
|
|
|
|
|
|
||||||
Antidilutive Securities
|
|
|
|
|
|
||||||
Options to purchase common shares
|
—
|
|
|
0.4
|
|
|
0.1
|
|
Pre-merger Tyco shares outstanding
|
|
427.2
|
|
|
Share consolidation ratio
|
|
0.955
|
|
|
Post-share consolidation Tyco shares
|
|
408.0
|
|
|
|
|
|
||
Johnson Controls Inc. shares outstanding
|
|
638.3
|
|
|
Cash contributed by Tyco used to purchase shares of Johnson Controls Inc.
|
|
$
|
3,864
|
|
Johnson Controls Inc. per share consideration
|
|
$
|
34.88
|
|
|
|
|
||
Reduction in shares due to cash consideration paid by Tyco
|
|
(110.8
|
)
|
|
|
|
|
||
Adjusted Johnson Controls Inc. shares outstanding (1:1 exchange ratio)
|
|
527.5
|
|
|
|
|
|
||
Shares outstanding at September 2, 2016
|
|
935.5
|
|
|
|
|
|
||
Par value
|
|
$
|
9
|
|
|
Equity Attributable to Johnson Controls
International plc
|
|
Equity Attributable to Noncontrolling Interests
|
|
Total Equity
|
||||||
At September 30, 2013
|
$
|
12,273
|
|
|
$
|
260
|
|
|
$
|
12,533
|
|
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
|
11,270
|
|
|
251
|
|
|
11,521
|
|
|||
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
|
)
|
|||
Change in noncontrolling interest share
|
—
|
|
|
(93
|
)
|
|
(93
|
)
|
|||
Other, including options exercised
|
365
|
|
|
—
|
|
|
365
|
|
|||
At September 30, 2015
|
10,335
|
|
|
163
|
|
|
10,498
|
|
|||
Total comprehensive income (loss):
|
|
|
|
|
|
||||||
Net income (loss)
|
(868
|
)
|
|
168
|
|
|
(700
|
)
|
|||
Foreign currency translation adjustments
|
(105
|
)
|
|
9
|
|
|
(96
|
)
|
|||
Realized and unrealized gains (losses) on derivatives
|
11
|
|
|
(1
|
)
|
|
10
|
|
|||
Unrealized losses on marketable common stock
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Pension and postretirement plans
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Other comprehensive income (loss)
|
(96
|
)
|
|
8
|
|
|
(88
|
)
|
|||
Comprehensive income (loss)
|
(964
|
)
|
|
176
|
|
|
(788
|
)
|
|||
Other changes in equity:
|
|
|
|
|
|
||||||
Result of contribution of Johnson Controls, Inc. to
Johnson Controls International plc
|
15,808
|
|
|
—
|
|
|
15,808
|
|
|||
Cash dividends - common stock ($1.16 per share)
|
(752
|
)
|
|
—
|
|
|
(752
|
)
|
|||
Dividends attributable to noncontrolling interests
|
—
|
|
|
(93
|
)
|
|
(93
|
)
|
|||
Repurchases of common stock
|
(501
|
)
|
|
—
|
|
|
(501
|
)
|
|||
Change in noncontrolling interest share
|
—
|
|
|
726
|
|
|
726
|
|
|||
Other, including options exercised
|
192
|
|
|
—
|
|
|
192
|
|
|||
At September 30, 2016
|
$
|
24,118
|
|
|
$
|
972
|
|
|
$
|
25,090
|
|
|
Year Ended September 30, 2016
|
|
Year Ended September 30, 2015
|
|
Year Ended September 30, 2014
|
||||||
Beginning balance, September 30
|
$
|
212
|
|
|
$
|
194
|
|
|
$
|
157
|
|
Net income
|
48
|
|
|
51
|
|
|
38
|
|
|||
Foreign currency translation adjustments
|
2
|
|
|
(23
|
)
|
|
—
|
|
|||
Realized and unrealized gains (losses) on derivatives
|
(1
|
)
|
|
1
|
|
|
—
|
|
|||
Dividends
|
(27
|
)
|
|
(11
|
)
|
|
(7
|
)
|
|||
Other
|
—
|
|
|
—
|
|
|
6
|
|
|||
Ending balance, September 30
|
$
|
234
|
|
|
$
|
212
|
|
|
$
|
194
|
|
|
Year Ended September 30, 2016
|
|
Year Ended September 30, 2015
|
|
Year Ended September 30, 2014
|
||||||
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
(1,047
|
)
|
|
$
|
(248
|
)
|
|
$
|
392
|
|
Aggregate adjustment for the period (net of tax effect of $(43), $(44) and $7) *
|
(105
|
)
|
|
(799
|
)
|
|
(640
|
)
|
|||
Balance at end of period
|
(1,152
|
)
|
|
(1,047
|
)
|
|
(248
|
)
|
|||
|
|
|
|
|
|
||||||
Realized and unrealized gains (losses) on derivatives
|
|
|
|
|
|
||||||
Balance at beginning of period
|
(7
|
)
|
|
4
|
|
|
7
|
|
|||
Current period changes in fair value (net of tax effect of $(5), $(7) and $(3))
|
(10
|
)
|
|
(17
|
)
|
|
(3
|
)
|
|||
Reclassification to income (net of tax effect of $11, $3 and $0) **
|
21
|
|
|
6
|
|
|
—
|
|
|||
Balance at end of period
|
4
|
|
|
(7
|
)
|
|
4
|
|
|||
|
|
|
|
|
|
||||||
Realize and unrealized gains (losses) on marketable common stock
|
|
|
|
|
|
||||||
Balance at beginning of period
|
—
|
|
|
—
|
|
|
7
|
|
|||
Current period changes in fair value (net of tax effect of $0)
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Reclassifications to income (net of tax effect of $0, $0 and $(2)) ***
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||
Balance at end of period
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Pension and postretirement plans
|
|
|
|
|
|
||||||
Balance at beginning of period
|
(3
|
)
|
|
7
|
|
|
12
|
|
|||
Reclassification to income (net of tax effect of $0, $(3) and $(3)) ****
|
(1
|
)
|
|
(11
|
)
|
|
(4
|
)
|
|||
Other changes (net of tax effect of $0)
|
—
|
|
|
1
|
|
|
(1
|
)
|
|||
Balance at end of period
|
(4
|
)
|
|
(3
|
)
|
|
7
|
|
|||
|
|
|
|
|
|
||||||
Accumulated other comprehensive loss, end of period
|
$
|
(1,153
|
)
|
|
$
|
(1,057
|
)
|
|
$
|
(237
|
)
|
2017
|
$
|
569
|
|
2018
|
321
|
|
|
2019
|
332
|
|
|
2020
|
337
|
|
|
2021
|
344
|
|
|
2022-2026
|
1,879
|
|
2017
|
$
|
21
|
|
2018
|
21
|
|
|
2019
|
21
|
|
|
2020
|
21
|
|
|
2021
|
20
|
|
|
2022-2026
|
86
|
|
•
|
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, 2016
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
|
|
|
|
|
|
|
||||||||
U.S. Pension
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
38
|
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Equity Securities
|
|
|
|
|
|
|
|
||||||||
Large-Cap
|
692
|
|
|
499
|
|
|
193
|
|
|
—
|
|
||||
Small-Cap
|
267
|
|
|
252
|
|
|
15
|
|
|
—
|
|
||||
International - Developed
|
655
|
|
|
566
|
|
|
89
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Fixed Income Securities
|
|
|
|
|
|
|
|
||||||||
Government
|
345
|
|
|
280
|
|
|
65
|
|
|
—
|
|
||||
Corporate/Other
|
950
|
|
|
633
|
|
|
317
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Real Estate
|
346
|
|
|
—
|
|
|
—
|
|
|
346
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total
|
$
|
3,293
|
|
|
$
|
2,268
|
|
|
$
|
679
|
|
|
$
|
346
|
|
|
|
|
|
|
|
|
|
||||||||
Non-U.S. Pension
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
90
|
|
|
$
|
90
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Equity Securities
|
|
|
|
|
|
|
|
||||||||
Large-Cap
|
317
|
|
|
152
|
|
|
165
|
|
|
—
|
|
||||
International - Developed
|
453
|
|
|
160
|
|
|
293
|
|
|
—
|
|
||||
International - Emerging
|
19
|
|
|
19
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Fixed Income Securities
|
|
|
|
|
|
|
|
||||||||
Government
|
864
|
|
|
452
|
|
|
412
|
|
|
—
|
|
||||
Corporate/Other
|
561
|
|
|
385
|
|
|
176
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Hedge Fund
|
169
|
|
|
—
|
|
|
169
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Real Estate
|
63
|
|
|
11
|
|
|
—
|
|
|
52
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total
|
$
|
2,536
|
|
|
$
|
1,269
|
|
|
$
|
1,215
|
|
|
$
|
52
|
|
|
|
|
|
|
|
|
|
||||||||
Postretirement
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Cash
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Equity Securities
|
|
|
|
|
|
|
|
||||||||
Large-Cap
|
31
|
|
|
31
|
|
|
—
|
|
|
—
|
|
||||
Small-Cap
|
10
|
|
|
10
|
|
|
—
|
|
|
—
|
|
||||
International - Developed
|
23
|
|
|
23
|
|
|
—
|
|
|
—
|
|
||||
International - Emerging
|
12
|
|
|
12
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Fixed Income Securities
|
|
|
|
|
|
|
|
||||||||
Government
|
23
|
|
|
23
|
|
|
—
|
|
|
—
|
|
||||
Corporate/Other
|
65
|
|
|
65
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Commodities
|
12
|
|
|
12
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Real Estate
|
13
|
|
|
13
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total
|
$
|
196
|
|
|
$
|
196
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Total
|
|
Hedge Funds
|
|
Real Estate
|
||||||
U.S. Pension
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
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
|
|
|
|
|
|
|
|
||||||
Additions net of redemptions
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||
Realized gain
|
13
|
|
|
—
|
|
|
13
|
|
|||
Unrealized gain
|
16
|
|
|
—
|
|
|
16
|
|
|||
|
|
|
|
|
|
||||||
Asset value as of September 30, 2016
|
$
|
346
|
|
|
$
|
—
|
|
|
$
|
346
|
|
|
|
|
|
|
|
||||||
Non-U.S. Pension
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
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
|
|
|
|
|
|
|
|
||||||
Unrealized gain
|
1
|
|
|
—
|
|
|
1
|
|
|||
|
|
|
|
|
|
||||||
Asset value as of September 30, 2016
|
$
|
52
|
|
|
$
|
—
|
|
|
$
|
52
|
|
|
Pension Benefits
|
|
Postretirement
Benefits
|
||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
|||||||||||||||||||
September 30,
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accumulated Benefit Obligation
|
$
|
4,118
|
|
|
$
|
2,985
|
|
|
$
|
3,359
|
|
|
$
|
1,388
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in Projected Benefit Obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected benefit obligation at beginning of year
|
3,022
|
|
|
2,875
|
|
|
1,447
|
|
|
1,572
|
|
|
211
|
|
|
224
|
|
||||||
Service cost
|
16
|
|
|
31
|
|
|
30
|
|
|
25
|
|
|
2
|
|
|
3
|
|
||||||
Interest cost
|
104
|
|
|
122
|
|
|
44
|
|
|
46
|
|
|
6
|
|
|
9
|
|
||||||
Plan participant contributions
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
6
|
|
|
6
|
|
||||||
Benefit obligations assumed in Tyco acquisition
|
974
|
|
|
—
|
|
|
1,635
|
|
|
—
|
|
|
30
|
|
|
—
|
|
||||||
Other acquisitions
|
—
|
|
|
—
|
|
|
279
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||||
Divestitures
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
||||||
Actuarial loss
|
355
|
|
|
203
|
|
|
295
|
|
|
7
|
|
|
5
|
|
|
—
|
|
||||||
Benefits and settlements paid
|
(301
|
)
|
|
(209
|
)
|
|
(116
|
)
|
|
(65
|
)
|
|
(22
|
)
|
|
(24
|
)
|
||||||
Estimated subsidy received
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
Curtailment
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
||||||
Other
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
43
|
|
|
1
|
|
|
(4
|
)
|
||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
(92
|
)
|
|
(159
|
)
|
|
—
|
|
|
(4
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected benefit obligation at end of year
|
$
|
4,169
|
|
|
$
|
3,022
|
|
|
$
|
3,522
|
|
|
$
|
1,447
|
|
|
$
|
242
|
|
|
$
|
211
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of year
|
$
|
2,606
|
|
|
$
|
2,504
|
|
|
$
|
1,177
|
|
|
$
|
1,201
|
|
|
$
|
194
|
|
|
$
|
219
|
|
Actual return on plan assets
|
267
|
|
|
(4
|
)
|
|
113
|
|
|
48
|
|
|
17
|
|
|
(9
|
)
|
||||||
Plan assets acquired in Tyco acquisition
|
705
|
|
|
—
|
|
|
1,149
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other acquisitions
|
—
|
|
|
—
|
|
|
180
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Divestitures
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
||||||
Employer and employee contributions
|
16
|
|
|
315
|
|
|
121
|
|
|
81
|
|
|
7
|
|
|
8
|
|
||||||
Benefits paid
|
(124
|
)
|
|
(201
|
)
|
|
(59
|
)
|
|
(55
|
)
|
|
(22
|
)
|
|
(24
|
)
|
||||||
Settlement payments
|
(177
|
)
|
|
(8
|
)
|
|
(57
|
)
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
—
|
|
||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
(88
|
)
|
|
(117
|
)
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at end of year
|
$
|
3,293
|
|
|
$
|
2,606
|
|
|
$
|
2,536
|
|
|
$
|
1,177
|
|
|
$
|
196
|
|
|
$
|
194
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Funded status
|
$
|
(876
|
)
|
|
$
|
(416
|
)
|
|
$
|
(986
|
)
|
|
$
|
(270
|
)
|
|
$
|
(46
|
)
|
|
$
|
(17
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amounts recognized in the statement of financial position consist of:
|
|||||||||||||||||||||||
Prepaid benefit cost
|
$
|
22
|
|
|
$
|
17
|
|
|
$
|
32
|
|
|
$
|
30
|
|
|
$
|
53
|
|
|
$
|
37
|
|
Accrued benefit liability
|
(898
|
)
|
|
(433
|
)
|
|
(1,018
|
)
|
|
(300
|
)
|
|
(99
|
)
|
|
(54
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net amount recognized
|
$
|
(876
|
)
|
|
$
|
(416
|
)
|
|
$
|
(986
|
)
|
|
$
|
(270
|
)
|
|
$
|
(46
|
)
|
|
$
|
(17
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted Average Assumptions (1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate (2)
|
3.70
|
%
|
|
4.40
|
%
|
|
1.90
|
%
|
|
3.15
|
%
|
|
3.30
|
%
|
|
3.75
|
%
|
||||||
Rate of compensation increase
|
3.20
|
%
|
|
3.25
|
%
|
|
2.75
|
%
|
|
3.00
|
%
|
|
NA
|
|
|
NA
|
|
(1)
|
Plan assets and obligations are determined based on a September 30 measurement date at
September 30, 2016
and
2015
.
|
(2)
|
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
|
|
|
|
||||
Net transition asset
|
$
|
1
|
|
|
$
|
—
|
|
Net prior service cost
|
4
|
|
|
—
|
|
||
Total
|
$
|
5
|
|
|
$
|
—
|
|
|
Pension
Benefits
|
|
Postretirement
Benefits
|
||||
Amortization of:
|
|
|
|
||||
Net transition obligation
|
$
|
—
|
|
|
$
|
—
|
|
Net prior service cost
|
1
|
|
|
—
|
|
||
Total
|
$
|
1
|
|
|
$
|
—
|
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
|||||||||||||||||||||||||||||||
Year ended September 30,
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
Components of Net Periodic Benefit Cost (Credit):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Service cost
|
$
|
16
|
|
|
$
|
31
|
|
|
$
|
70
|
|
|
$
|
30
|
|
|
$
|
32
|
|
|
$
|
38
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
5
|
|
Interest cost
|
104
|
|
|
122
|
|
|
138
|
|
|
44
|
|
|
57
|
|
|
71
|
|
|
6
|
|
|
9
|
|
|
12
|
|
|||||||||
Expected return on plan assets
|
(191
|
)
|
|
(181
|
)
|
|
(207
|
)
|
|
(61
|
)
|
|
(71
|
)
|
|
(75
|
)
|
|
(10
|
)
|
|
(12
|
)
|
|
(12
|
)
|
|||||||||
Net actuarial (gain) loss
|
268
|
|
|
387
|
|
|
126
|
|
|
237
|
|
|
14
|
|
|
172
|
|
|
(2
|
)
|
|
21
|
|
|
(24
|
)
|
|||||||||
Amortization of prior service cost (credit)
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(7
|
)
|
|||||||||
Curtailment gain
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Settlement loss
|
11
|
|
|
1
|
|
|
15
|
|
|
6
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net periodic benefit cost (credit)
|
208
|
|
|
360
|
|
|
143
|
|
|
257
|
|
|
16
|
|
|
204
|
|
|
(5
|
)
|
|
20
|
|
|
(26
|
)
|
|||||||||
Net periodic benefit (cost) credit related to discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
(38
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net periodic benefit cost (credit) included in continuing operations
|
$
|
208
|
|
|
$
|
360
|
|
|
$
|
143
|
|
|
$
|
257
|
|
|
$
|
30
|
|
|
$
|
166
|
|
|
$
|
(5
|
)
|
|
$
|
20
|
|
|
$
|
(26
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Expense Assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Discount rate
|
4.40
|
%
|
|
4.35
|
%
|
|
4.90
|
%
|
|
3.10
|
%
|
|
3.00
|
%
|
|
3.60
|
%
|
|
3.75
|
%
|
|
4.35
|
%
|
|
4.90
|
%
|
|||||||||
Expected return on plan assets
|
7.50
|
%
|
|
7.50
|
%
|
|
8.00
|
%
|
|
4.50
|
%
|
|
4.50
|
%
|
|
4.75
|
%
|
|
5.45
|
%
|
|
5.75
|
%
|
|
5.80
|
%
|
|||||||||
Rate of compensation increase
|
3.25
|
%
|
|
3.25
|
%
|
|
3.30
|
%
|
|
3.30
|
%
|
|
2.60
|
%
|
|
2.60
|
%
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
Employee Severance and Termination Benefits
|
|
Long-Lived Asset Impairments
|
|
Other
|
|
Currency
Translation |
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Original Reserve
|
$
|
368
|
|
|
$
|
190
|
|
|
$
|
62
|
|
|
$
|
—
|
|
|
$
|
620
|
|
Acquired Tyco restructuring
reserves
|
78
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78
|
|
|||||
Utilized—cash
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|||||
Utilized—noncash
|
—
|
|
|
(190
|
)
|
|
(32
|
)
|
|
1
|
|
|
(221
|
)
|
|||||
Balance at September 30, 2016
|
$
|
414
|
|
|
$
|
—
|
|
|
$
|
30
|
|
|
$
|
1
|
|
|
$
|
445
|
|
|
Employee Severance and Termination Benefits
|
|
Long-Lived Asset Impairments
|
|
Other
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Original Reserve
|
$
|
191
|
|
|
$
|
183
|
|
|
$
|
23
|
|
|
$
|
397
|
|
Utilized—noncash
|
—
|
|
|
(183
|
)
|
|
—
|
|
|
(183
|
)
|
||||
Balance at September 30, 2015
|
$
|
191
|
|
|
$
|
—
|
|
|
$
|
23
|
|
|
$
|
214
|
|
Utilized—cash
|
(74
|
)
|
|
—
|
|
|
(23
|
)
|
|
(97
|
)
|
||||
Balance at September 30, 2016
|
$
|
117
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
117
|
|
|
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
|
|
Utilized—cash
|
(74
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74
|
)
|
||||||
Utilized—noncash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||||
Balance at September 30, 2016
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(21
|
)
|
|
$
|
23
|
|
|
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
|
|
Utilized—cash
|
(43
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43
|
)
|
||||||
Utilized—noncash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Balance at September 30, 2016
|
$
|
42
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(18
|
)
|
|
$
|
24
|
|
|
Year Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Tax expense at federal statutory rate
|
$
|
555
|
|
|
$
|
753
|
|
|
$
|
671
|
|
State income taxes, net of federal benefit
|
3
|
|
|
(23
|
)
|
|
7
|
|
|||
Foreign income tax expense at different rates and foreign losses without tax benefits
|
(190
|
)
|
|
(198
|
)
|
|
(196
|
)
|
|||
U.S. tax on foreign income
|
(354
|
)
|
|
(203
|
)
|
|
(222
|
)
|
|||
Reserve and valuation allowance adjustments
|
—
|
|
|
(99
|
)
|
|
34
|
|
|||
U.S. credits and incentives
|
(20
|
)
|
|
(12
|
)
|
|
(9
|
)
|
|||
Impact of transactions and business divestitures
|
2,149
|
|
|
354
|
|
|
71
|
|
|||
Restructuring and impairment costs
|
126
|
|
|
52
|
|
|
75
|
|
|||
Other
|
(31
|
)
|
|
(24
|
)
|
|
(24
|
)
|
|||
Income tax provision
|
$
|
2,238
|
|
|
$
|
600
|
|
|
$
|
407
|
|
|
Year Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning balance, October 1
|
$
|
1,159
|
|
|
$
|
1,607
|
|
|
$
|
1,302
|
|
Additions for tax positions related to the current year
|
465
|
|
|
329
|
|
|
315
|
|
|||
Additions for tax positions of prior years
|
15
|
|
|
23
|
|
|
31
|
|
|||
Reductions for tax positions of prior years
|
(66
|
)
|
|
(118
|
)
|
|
(27
|
)
|
|||
Settlements with taxing authorities
|
(104
|
)
|
|
(541
|
)
|
|
(9
|
)
|
|||
Statute closings
|
(30
|
)
|
|
(18
|
)
|
|
(5
|
)
|
|||
Audit resolutions
|
—
|
|
|
(123
|
)
|
|
—
|
|
|||
Acquisition of business
|
397
|
|
|
—
|
|
|
—
|
|
|||
Ending balance, September 30
|
$
|
1,836
|
|
|
$
|
1,159
|
|
|
$
|
1,607
|
|
Tax Jurisdiction
|
|
Tax Years Covered
|
|
|
|
Belgium
|
|
2011 - 2014
|
Brazil
|
|
2004 - 2008, 2011 - 2012
|
Canada
|
|
2012 - 2015
|
France
|
|
2010 - 2015
|
Germany
|
|
2007 - 2013
|
Italy
|
|
2006, 2011
|
Korea
|
|
2012 - 2015
|
Mexico
|
|
2009 - 2015
|
Poland
|
|
2015
|
Spain
|
|
2008 - 2014
|
United Kingdom
|
|
2011 - 2014
|
|
Year Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
1,975
|
|
|
$
|
(477
|
)
|
|
$
|
109
|
|
State
|
101
|
|
|
(21
|
)
|
|
15
|
|
|||
Foreign
|
1,403
|
|
|
906
|
|
|
585
|
|
|||
|
3,479
|
|
|
408
|
|
|
709
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(523
|
)
|
|
201
|
|
|
(175
|
)
|
|||
State
|
(51
|
)
|
|
(31
|
)
|
|
(6
|
)
|
|||
Foreign
|
(667
|
)
|
|
22
|
|
|
(121
|
)
|
|||
|
(1,241
|
)
|
|
192
|
|
|
(302
|
)
|
|||
|
|
|
|
|
|
||||||
Income tax provision
|
$
|
2,238
|
|
|
$
|
600
|
|
|
$
|
407
|
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Other noncurrent assets
|
2,905
|
|
|
1,873
|
|
||
Other noncurrent liabilities
|
(1,597
|
)
|
|
(391
|
)
|
||
|
|
|
|
||||
Net deferred tax asset
|
$
|
1,308
|
|
|
$
|
1,482
|
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Deferred tax assets
|
|
|
|
||||
Accrued expenses and reserves
|
$
|
1,404
|
|
|
$
|
210
|
|
Employee and retiree benefits
|
515
|
|
|
270
|
|
||
Net operating loss and other credit carryforwards
|
4,668
|
|
|
2,471
|
|
||
Research and development
|
94
|
|
|
64
|
|
||
Joint ventures and partnerships
|
279
|
|
|
231
|
|
||
Other
|
35
|
|
|
16
|
|
||
|
6,995
|
|
|
3,262
|
|
||
Valuation allowances
|
(3,564
|
)
|
|
(1,256
|
)
|
||
|
3,431
|
|
|
2,006
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Property, plant and equipment
|
113
|
|
|
124
|
|
||
Intangible assets
|
2,010
|
|
|
400
|
|
||
|
2,123
|
|
|
524
|
|
||
|
|
|
|
||||
Net deferred tax asset
|
$
|
1,308
|
|
|
$
|
1,482
|
|
•
|
Systems and Service North America provides products and services to non-residential building and industrial applications in the North American marketplace. The products and services include HVAC and controls systems, energy efficiency solutions and technical services, including inspection, scheduled maintenance, and repair and replacement of mechanical and control systems.
|
•
|
Products North America designs and produces heating and air conditioning solutions for residential and light commercial applications, and also markets products and refrigeration systems to the replacement and new construction markets in the North American marketplace. Products North America also includes HVAC products installed for Navy and Marine customers globally.
|
•
|
Asia provides HVAC, controls and refrigeration systems and technical services to the Asian marketplace. Asia also includes the Johnson Controls-Hitachi Air Conditioning joint venture, which was formed October 1, 2015.
|
•
|
Rest of World provides HVAC, controls and refrigeration systems and technical services to markets in Europe, the Middle East and Latin America.
|
•
|
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,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net Sales
|
|
|
|
|
|
||||||
Buildings
|
|
|
|
|
|
||||||
Building Efficiency
|
|
|
|
|
|
||||||
Systems and Service North America
|
$
|
4,292
|
|
|
$
|
4,184
|
|
|
$
|
4,098
|
|
Products North America
|
2,488
|
|
|
2,450
|
|
|
1,807
|
|
|||
Asia
|
4,830
|
|
|
1,985
|
|
|
2,077
|
|
|||
Rest of World
|
1,766
|
|
|
1,891
|
|
|
2,103
|
|
|||
|
13,376
|
|
|
10,510
|
|
|
10,085
|
|
|||
Tyco
|
808
|
|
|
—
|
|
|
—
|
|
|||
|
14,184
|
|
|
10,510
|
|
|
10,085
|
|
|||
Automotive Experience
|
|
|
|
|
|
||||||
Seating
|
16,355
|
|
|
16,539
|
|
|
17,531
|
|
|||
Interiors
|
482
|
|
|
3,540
|
|
|
4,501
|
|
|||
|
16,837
|
|
|
20,079
|
|
|
22,032
|
|
|||
Power Solutions
|
6,653
|
|
|
6,590
|
|
|
6,632
|
|
|||
|
|
|
|
|
|
||||||
Total net sales
|
$
|
37,674
|
|
|
$
|
37,179
|
|
|
$
|
38,749
|
|
|
Year Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Segment EBIT
|
|
|
|
|
|
||||||
Buildings
|
|
|
|
|
|
||||||
Building Efficiency
|
|
|
|
|
|
||||||
Systems and Service North America (1)
|
$
|
412
|
|
|
$
|
375
|
|
|
$
|
354
|
|
Products North America (2)
|
173
|
|
|
306
|
|
|
238
|
|
|||
Asia (3)
|
431
|
|
|
191
|
|
|
270
|
|
|||
Rest of World (4)
|
20
|
|
|
51
|
|
|
(45
|
)
|
|||
|
1,036
|
|
|
923
|
|
|
817
|
|
|||
Tyco (5)
|
(17
|
)
|
|
—
|
|
|
—
|
|
|||
|
1,019
|
|
|
923
|
|
|
817
|
|
|||
Automotive Experience
|
|
|
|
|
|
||||||
Seating (6)
|
676
|
|
|
928
|
|
|
853
|
|
|||
Interiors (7)
|
75
|
|
|
254
|
|
|
(1
|
)
|
|||
|
751
|
|
|
1,182
|
|
|
852
|
|
|||
Power Solutions (8)
|
1,253
|
|
|
1,153
|
|
|
1,052
|
|
|||
|
|
|
|
|
|
||||||
Total segment EBIT
|
$
|
3,023
|
|
|
$
|
3,258
|
|
|
$
|
2,721
|
|
|
|
|
|
|
|
||||||
Net financing charges
|
(314
|
)
|
|
(288
|
)
|
|
(244
|
)
|
|||
Restructuring and impairment costs
|
(620
|
)
|
|
(397
|
)
|
|
(324
|
)
|
|||
Net mark-to-market adjustments on pension and postretirement plans
|
(503
|
)
|
|
(422
|
)
|
|
(237
|
)
|
|||
|
|
|
|
|
|
||||||
Income from continuing operations before income taxes
|
$
|
1,586
|
|
|
$
|
2,151
|
|
|
$
|
1,916
|
|
|
September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Assets
|
|
|
|
|
|
||||||
Buildings
|
|
|
|
|
|
||||||
Building Efficiency
|
|
|
|
|
|
||||||
Systems and Service North America
|
$
|
2,338
|
|
|
$
|
2,332
|
|
|
$
|
2,341
|
|
Products North America
|
4,236
|
|
|
4,193
|
|
|
4,157
|
|
|||
Asia
|
3,668
|
|
|
1,387
|
|
|
1,418
|
|
|||
Rest of World
|
1,416
|
|
|
1,471
|
|
|
1,642
|
|
|||
|
11,658
|
|
|
9,383
|
|
|
9,558
|
|
|||
Tyco (9)
|
28,097
|
|
|
—
|
|
|
—
|
|
|||
|
39,755
|
|
|
9,383
|
|
|
9,558
|
|
|||
Automotive Experience
|
|
|
|
|
|
||||||
Seating
|
8,888
|
|
|
8,611
|
|
|
8,969
|
|
|||
Interiors (9)
|
1,264
|
|
|
1,265
|
|
|
321
|
|
|||
|
10,152
|
|
|
9,876
|
|
|
9,290
|
|
|||
Power Solutions
|
6,859
|
|
|
6,590
|
|
|
6,888
|
|
|||
Assets held for sale
|
174
|
|
|
55
|
|
|
2,787
|
|
|||
Unallocated
|
6,313
|
|
|
3,718
|
|
|
4,289
|
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
63,253
|
|
|
$
|
29,622
|
|
|
$
|
32,812
|
|
|
Year Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Depreciation/Amortization
|
|
|
|
|
|
||||||
Buildings
|
|
|
|
|
|
||||||
Building Efficiency
|
|
|
|
|
|
||||||
Systems and Service North America
|
$
|
38
|
|
|
$
|
32
|
|
|
$
|
32
|
|
Products North America
|
116
|
|
|
119
|
|
|
79
|
|
|||
Asia
|
107
|
|
|
27
|
|
|
24
|
|
|||
Rest of World
|
19
|
|
|
19
|
|
|
25
|
|
|||
|
280
|
|
|
197
|
|
|
160
|
|
|||
Tyco
|
53
|
|
|
—
|
|
|
—
|
|
|||
|
333
|
|
|
197
|
|
|
160
|
|
|||
Automotive Experience
|
|
|
|
|
|
||||||
Seating
|
355
|
|
|
345
|
|
|
328
|
|
|||
Interiors
|
13
|
|
|
21
|
|
|
128
|
|
|||
|
368
|
|
|
366
|
|
|
456
|
|
|||
Power Solutions
|
252
|
|
|
297
|
|
|
315
|
|
|||
Discontinued Operations
|
—
|
|
|
—
|
|
|
24
|
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
953
|
|
|
$
|
860
|
|
|
$
|
955
|
|
|
Year Ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Capital Expenditures
|
|
|
|
|
|
||||||
Buildings
|
|
|
|
|
|
||||||
Building Efficiency
|
|
|
|
|
|
||||||
Systems and Service North America
|
$
|
15
|
|
|
$
|
22
|
|
|
$
|
27
|
|
Products North America
|
217
|
|
|
160
|
|
|
123
|
|
|||
Global Workplace Solutions
|
—
|
|
|
16
|
|
|
16
|
|
|||
Asia
|
119
|
|
|
32
|
|
|
39
|
|
|||
Rest of World
|
25
|
|
|
38
|
|
|
34
|
|
|||
|
376
|
|
|
268
|
|
|
239
|
|
|||
Tyco
|
22
|
|
|
—
|
|
|
—
|
|
|||
|
398
|
|
|
268
|
|
|
239
|
|
|||
Automotive Experience
|
|
|
|
|
|
||||||
Seating
|
444
|
|
|
437
|
|
|
420
|
|
|||
Interiors
|
3
|
|
|
121
|
|
|
181
|
|
|||
Electronics
|
—
|
|
|
—
|
|
|
31
|
|
|||
|
447
|
|
|
558
|
|
|
632
|
|
|||
Power Solutions
|
404
|
|
|
309
|
|
|
328
|
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
1,249
|
|
|
$
|
1,135
|
|
|
$
|
1,199
|
|
(1)
|
Building Efficiency - Systems and Service North America segment EBIT for the years ended September 30, 2016,
2015
and
2014
excludes
$2 million
,
$3 million
and
$12 million
, respectively, of restructuring and impairment costs.
|
(2)
|
Building Efficiency - Products North America segment EBIT for the years ended
September 30, 2016
,
2015
and
2014
excludes
$9 million
,
$11 million
and
$7 million
, respectively, of restructuring and impairment costs. For the years ended
September 30, 2016
,
2015
and
2014
, Products North America segment EBIT includes
$10 million
,
$9 million
and
$7 million
, respectively, of equity income.
|
(3)
|
Building Efficiency - Asia segment EBIT for the years ended
September 30, 2016
,
2015
and
2014
excludes
$26 million
,
$11 million
and
$4 million
, respectively, of restructuring and impairment costs. For the years ended
September 30, 2016
and
2014
, Asia segment EBIT includes
$100 million
and
$21 million
, respectively, of equity income.
|
(4)
|
Building Efficiency - Rest of World segment EBIT for the years ended
September 30, 2016
,
2015
and
2014
excludes
$16 million
,
$13 million
and
$119 million
, respectively, of restructuring and impairment costs. For the years ended
September 30, 2016
,
2015
and
2014
, Rest of World segment EBIT includes
$15 million
,
$14 million
and
$7 million
, respectively, of equity income.
|
(5)
|
Tyco segment EBIT for the year ended September 30, 2016 excludes
$85 million
of restructuring and impairment costs. For the year ended September 30, 2016, Tyco segment EBIT includes
$1 million
of equity income.
|
(6)
|
Automotive Experience - Seating segment EBIT for the years ended
September 30, 2016
,
2015
and
2014
excludes
$284 million
,
$182 million
and
$29 million
, respectively, of restructuring and impairment costs. For the years ended
September 30, 2016
,
2015
and
2014
, Seating segment EBIT includes
$289 million
,
$264 million
and
$250 million
, respectively, of equity income.
|
(7)
|
Automotive Experience - Interiors segment EBIT for the years ended
September 30, 2016
and
2014
excludes
$17 million
and
$130 million
, respectively, of restructuring and impairment costs. For the years ended
September 30, 2016
,
2015
and
2014
, Interiors segment EBIT includes
$68 million
,
$31 million
and
$35 million
, respectively, of equity income.
|
(8)
|
Power Solutions segment EBIT for the years ended
September 30, 2016
,
2015
and
2014
excludes
$66 million
,
$11 million
and
$16 million
, respectively, of restructuring and impairment costs. For the years ended
September 30, 2016
,
2015
and
2014
, Power Solutions segment EBIT includes
$48 million
,
$57 million
and
$75 million
, respectively, of equity income.
|
(9)
|
Current year and prior year amounts exclude assets held for sale. Refer to Note 4, "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,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net Sales
|
|
|
|
|
|
||||||
United States
|
$
|
16,214
|
|
|
$
|
16,841
|
|
|
$
|
16,596
|
|
Germany
|
3,331
|
|
|
3,375
|
|
|
3,853
|
|
|||
Japan
|
2,262
|
|
|
753
|
|
|
1,064
|
|
|||
Mexico
|
1,637
|
|
|
1,933
|
|
|
2,001
|
|
|||
Other European countries
|
6,860
|
|
|
7,320
|
|
|
8,913
|
|
|||
Other foreign
|
7,370
|
|
|
6,957
|
|
|
6,322
|
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
37,674
|
|
|
$
|
37,179
|
|
|
$
|
38,749
|
|
|
|
|
|
|
|
||||||
Long-Lived Assets (Year-end)
|
|
|
|
|
|
||||||
United States
|
$
|
3,500
|
|
|
$
|
2,681
|
|
|
$
|
2,762
|
|
Germany
|
650
|
|
|
680
|
|
|
910
|
|
|||
Japan
|
253
|
|
|
74
|
|
|
77
|
|
|||
Mexico
|
708
|
|
|
594
|
|
|
567
|
|
|||
Other European countries
|
1,284
|
|
|
1,006
|
|
|
1,064
|
|
|||
Other foreign
|
1,477
|
|
|
835
|
|
|
934
|
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
7,872
|
|
|
$
|
5,870
|
|
|
$
|
6,314
|
|
|
2016
|
|
2015
|
||||
Current assets
|
$
|
9,117
|
|
|
$
|
7,083
|
|
Noncurrent assets
|
4,164
|
|
|
3,294
|
|
||
Total assets
|
$
|
13,281
|
|
|
$
|
10,377
|
|
|
|
|
|
||||
Current liabilities
|
$
|
7,689
|
|
|
$
|
6,268
|
|
Noncurrent liabilities
|
754
|
|
|
604
|
|
||
Noncontrolling interests
|
78
|
|
|
20
|
|
||
Shareholders’ equity
|
4,760
|
|
|
3,485
|
|
||
Total liabilities and shareholders’ equity
|
$
|
13,281
|
|
|
$
|
10,377
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
$
|
21,456
|
|
|
$
|
12,922
|
|
|
$
|
10,820
|
|
Gross profit
|
3,119
|
|
|
1,911
|
|
|
1,638
|
|
|||
Net income
|
1,569
|
|
|
890
|
|
|
790
|
|
|||
Income attributable to noncontrolling interests
|
26
|
|
|
10
|
|
|
3
|
|
|||
Net income attributable to the entity
|
1,543
|
|
|
880
|
|
|
787
|
|
|
Year Ended
September 30,
|
||||||
|
2016
|
|
2015
|
||||
Balance at beginning of period
|
$
|
300
|
|
|
$
|
319
|
|
Accruals for warranties issued during the period
|
324
|
|
|
280
|
|
||
Accruals from acquisitions and divestitures
|
83
|
|
|
—
|
|
||
Accruals related to pre-existing warranties (including changes in estimates)
|
(13
|
)
|
|
(11
|
)
|
||
Settlements made (in cash or in kind) during the period
|
(301
|
)
|
|
(282
|
)
|
||
Currency translation
|
3
|
|
|
(6
|
)
|
||
Balance at end of period
|
$
|
396
|
|
|
$
|
300
|
|
|
Johnson Controls
International plc
|
|
Tyco Fire & Security Finance SCA
|
|
Tyco International Finance S.A.
|
|
Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37,674
|
|
|
$
|
—
|
|
|
$
|
37,674
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
—
|
|
|
30,360
|
|
|
—
|
|
|
30,360
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross profit
|
—
|
|
|
—
|
|
|
—
|
|
|
7,314
|
|
|
—
|
|
|
7,314
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selling, general and administrative
expenses
|
(2
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(5,320
|
)
|
|
—
|
|
|
(5,325
|
)
|
||||||
Restructuring and impairment costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(620
|
)
|
|
—
|
|
|
(620
|
)
|
||||||
Net financing charges
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(308
|
)
|
|
—
|
|
|
(314
|
)
|
||||||
Equity income (loss)
|
(894
|
)
|
|
(1,527
|
)
|
|
(313
|
)
|
|
531
|
|
|
2,734
|
|
|
531
|
|
||||||
Intercompany interest and fees
|
28
|
|
|
—
|
|
|
7
|
|
|
(35
|
)
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing
operations before income taxes
|
(868
|
)
|
|
(1,529
|
)
|
|
(313
|
)
|
|
1,562
|
|
|
2,734
|
|
|
1,586
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income tax provision
|
—
|
|
|
—
|
|
|
—
|
|
|
2,238
|
|
|
—
|
|
|
2,238
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations
|
(868
|
)
|
|
(1,529
|
)
|
|
(313
|
)
|
|
(676
|
)
|
|
2,734
|
|
|
(652
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
(868
|
)
|
|
(1,529
|
)
|
|
(313
|
)
|
|
(676
|
)
|
|
2,734
|
|
|
(652
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income from continuing operations
attributable to noncontrolling
interests
|
—
|
|
|
—
|
|
|
—
|
|
|
216
|
|
|
—
|
|
|
216
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss) attributable to
Johnson Controls
|
$
|
(868
|
)
|
|
$
|
(1,529
|
)
|
|
$
|
(313
|
)
|
|
$
|
(892
|
)
|
|
$
|
2,734
|
|
|
$
|
(868
|
)
|
(in millions)
|
Johnson Controls
International
plc
|
|
Tyco Fire & Security Finance SCA
|
|
Tyco International Finance S.A.
|
|
Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net Income (loss)
|
$
|
(868
|
)
|
|
$
|
(1,529
|
)
|
|
$
|
(313
|
)
|
|
$
|
(676
|
)
|
|
$
|
2,734
|
|
|
$
|
(652
|
)
|
Other comprehensive income (loss),
net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Foreign currency translation
adjustments
|
(105
|
)
|
|
—
|
|
|
—
|
|
|
(83
|
)
|
|
94
|
|
|
(94
|
)
|
||||||
Realized and unrealized gains
on derivatives
|
11
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
(9
|
)
|
|
9
|
|
||||||
Realized and unrealized losses
on marketable common stock
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
(1
|
)
|
||||||
Pension and postretirement plans
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
|
(1
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive loss
|
(96
|
)
|
|
—
|
|
|
—
|
|
|
(78
|
)
|
|
87
|
|
|
(87
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total comprehensive loss
|
(964
|
)
|
|
(1,529
|
)
|
|
(313
|
)
|
|
(754
|
)
|
|
2,821
|
|
|
(739
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income attributable
to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
225
|
|
|
—
|
|
|
225
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive loss attributable
to Johnson Controls
|
$
|
(964
|
)
|
|
$
|
(1,529
|
)
|
|
$
|
(313
|
)
|
|
$
|
(979
|
)
|
|
$
|
2,821
|
|
|
$
|
(964
|
)
|
(in millions)
|
Johnson Controls
International
plc
|
|
Tyco Fire & Security Finance SCA
|
|
Tyco International Finance S.A.
|
|
Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
244
|
|
|
$
|
429
|
|
|
$
|
—
|
|
|
$
|
684
|
|
Cash in escrow related to Adient debt
|
—
|
|
|
—
|
|
|
—
|
|
|
2,034
|
|
|
—
|
|
|
2,034
|
|
||||||
Accounts receivable, net
|
—
|
|
|
—
|
|
|
—
|
|
|
8,018
|
|
|
—
|
|
|
8,018
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
—
|
|
|
3,560
|
|
|
—
|
|
|
3,560
|
|
||||||
Intercompany receivables
|
16
|
|
|
—
|
|
|
2
|
|
|
6,188
|
|
|
(6,206
|
)
|
|
—
|
|
||||||
Assets held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
174
|
|
|
—
|
|
|
174
|
|
||||||
Other current assets
|
6
|
|
|
—
|
|
|
1
|
|
|
2,632
|
|
|
—
|
|
|
2,639
|
|
||||||
Current assets
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
247
|
|
|
$
|
23,035
|
|
|
$
|
(6,206
|
)
|
|
$
|
17,109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property, plant and equipment - net
|
—
|
|
|
—
|
|
|
—
|
|
|
7,872
|
|
|
—
|
|
|
7,872
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
274
|
|
|
23,135
|
|
|
—
|
|
|
23,409
|
|
||||||
Other intangible assets - net
|
—
|
|
|
—
|
|
|
—
|
|
|
7,653
|
|
|
—
|
|
|
7,653
|
|
||||||
Investments in partially-owned
affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
2,735
|
|
|
—
|
|
|
2,735
|
|
||||||
Investments in affiliates
|
12,460
|
|
|
31,405
|
|
|
27,906
|
|
|
—
|
|
|
(71,771
|
)
|
|
—
|
|
||||||
Intercompany loans receivable
|
18,680
|
|
|
—
|
|
|
13,336
|
|
|
15,631
|
|
|
(47,647
|
)
|
|
—
|
|
||||||
Other noncurrent assets
|
—
|
|
|
—
|
|
|
—
|
|
|
4,475
|
|
|
—
|
|
|
4,475
|
|
||||||
Total assets
|
$
|
31,173
|
|
|
$
|
31,405
|
|
|
$
|
41,763
|
|
|
$
|
84,536
|
|
|
$
|
(125,624
|
)
|
|
$
|
63,253
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-term debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,119
|
|
|
$
|
—
|
|
|
$
|
1,119
|
|
Current portion of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
628
|
|
|
—
|
|
|
628
|
|
||||||
Accounts payable
|
1
|
|
|
—
|
|
|
—
|
|
|
6,763
|
|
|
—
|
|
|
6,764
|
|
||||||
Accrued compensation and benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
1,763
|
|
|
—
|
|
|
1,763
|
|
||||||
Liabilities held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
28
|
|
||||||
Intercompany payables
|
3,873
|
|
|
—
|
|
|
2,315
|
|
|
18
|
|
|
(6,206
|
)
|
|
—
|
|
||||||
Other current liabilities
|
3
|
|
|
2
|
|
|
32
|
|
|
5,954
|
|
|
—
|
|
|
5,991
|
|
||||||
Current liabilities
|
3,877
|
|
|
2
|
|
|
2,347
|
|
|
16,273
|
|
|
(6,206
|
)
|
|
16,293
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
—
|
|
|
—
|
|
|
2,413
|
|
|
12,193
|
|
|
—
|
|
|
14,606
|
|
||||||
Pension and postretirement benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
1,738
|
|
|
—
|
|
|
1,738
|
|
||||||
Intercompany loans payable
|
3,178
|
|
|
18,680
|
|
|
12,453
|
|
|
13,336
|
|
|
(47,647
|
)
|
|
—
|
|
||||||
Other noncurrent liabilities
|
—
|
|
|
—
|
|
|
22
|
|
|
5,270
|
|
|
—
|
|
|
5,292
|
|
||||||
Long-term liabilities
|
3,178
|
|
|
18,680
|
|
|
14,888
|
|
|
32,537
|
|
|
(47,647
|
)
|
|
21,636
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
234
|
|
|
—
|
|
|
234
|
|
||||||
Ordinary shares
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||||
Ordinary shares held in treasury
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
||||||
Other shareholders' equity
|
24,129
|
|
|
12,723
|
|
|
24,528
|
|
|
34,520
|
|
|
(71,771
|
)
|
|
24,129
|
|
||||||
Shareholders’ equity attributable to Johnson Controls
|
24,118
|
|
|
12,723
|
|
|
24,528
|
|
|
34,520
|
|
|
(71,771
|
)
|
|
24,118
|
|
||||||
Nonredeemable noncontrolling
interest
|
—
|
|
|
—
|
|
|
—
|
|
|
972
|
|
|
—
|
|
|
972
|
|
||||||
Total equity
|
24,118
|
|
|
12,723
|
|
|
24,528
|
|
|
35,492
|
|
|
(71,771
|
)
|
|
25,090
|
|
||||||
Total liabilities, redeemable
noncontrolling interest and
equity
|
$
|
31,173
|
|
|
$
|
31,405
|
|
|
$
|
41,763
|
|
|
$
|
84,536
|
|
|
$
|
(125,624
|
)
|
|
$
|
63,253
|
|
(in millions)
|
Johnson Controls
International plc
|
|
Tyco Fire & Security Finance SCA
|
|
Tyco International Finance S.A.
|
|
Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by operating activities
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
639
|
|
|
$
|
1,245
|
|
|
$
|
—
|
|
|
$
|
1,895
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,249
|
)
|
|
—
|
|
|
(1,249
|
)
|
||||||
Sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
||||||
Acquisition of business, net of cash
acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
353
|
|
|
—
|
|
|
353
|
|
||||||
Business divestitures
|
—
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
||||||
Changes in long-term investments
|
—
|
|
|
—
|
|
|
57
|
|
|
(105
|
)
|
|
—
|
|
|
(48
|
)
|
||||||
Net change in intercompany loans
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
||||||
Net cash provided (used) by
investing activities
|
—
|
|
|
—
|
|
|
67
|
|
|
(944
|
)
|
|
(10
|
)
|
|
(887
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Increase (decrease) in short-term
debt - net
|
—
|
|
|
—
|
|
|
(462
|
)
|
|
1,018
|
|
|
—
|
|
|
556
|
|
||||||
Increase in long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
1,501
|
|
|
—
|
|
|
1,501
|
|
||||||
Repayment of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,299
|
)
|
|
—
|
|
|
(1,299
|
)
|
||||||
Debt financing costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
(45
|
)
|
||||||
Stock repurchases
|
—
|
|
|
—
|
|
|
—
|
|
|
(501
|
)
|
|
—
|
|
|
(501
|
)
|
||||||
Payment of cash dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
(915
|
)
|
|
—
|
|
|
(915
|
)
|
||||||
Proceeds from the exercise of stock
options
|
3
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|
—
|
|
|
70
|
|
||||||
Net intercompany loan borrowings
(repayments) |
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
10
|
|
|
—
|
|
||||||
Cash paid to acquire a
noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(306
|
)
|
|
—
|
|
|
(306
|
)
|
||||||
Other
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
8
|
|
||||||
Net cash provided (used) in
financing activities
|
—
|
|
|
—
|
|
|
(462
|
)
|
|
(481
|
)
|
|
10
|
|
|
(933
|
)
|
||||||
Effect of currency translation on
cash
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||||
Increase (decrease) in cash and
cash equivalents
|
11
|
|
|
—
|
|
|
244
|
|
|
(168
|
)
|
|
—
|
|
|
87
|
|
||||||
Cash and cash equivalents at
beginning of period
|
—
|
|
|
—
|
|
|
—
|
|
|
597
|
|
|
—
|
|
|
597
|
|
||||||
Cash and cash equivalents at
end of period
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
244
|
|
|
$
|
429
|
|
|
$
|
—
|
|
|
$
|
684
|
|
|
|
September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
|
|
|
|
|
||||
Receivable from related parties
|
|
$
|
239
|
|
|
$
|
389
|
|
Payable to related parties
|
|
92
|
|
|
285
|
|
Year Ended September 30,
|
2016
|
|
2015
|
|
2014
|
||||||
|
|
|
|
|
|
||||||
Accounts Receivable - Allowance for Doubtful Accounts
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
82
|
|
|
$
|
72
|
|
|
$
|
68
|
|
Provision charged to costs and expenses
|
62
|
|
|
41
|
|
|
50
|
|
|||
Reserve adjustments
|
(16
|
)
|
|
(15
|
)
|
|
(22
|
)
|
|||
Accounts charged off
|
(26
|
)
|
|
(16
|
)
|
|
(19
|
)
|
|||
Acquisition of businesses
|
92
|
|
|
1
|
|
|
1
|
|
|||
Currency translation
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Transfers to held for sale
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||
Balance at end of period
|
$
|
194
|
|
|
$
|
82
|
|
|
$
|
72
|
|
|
|
|
|
|
|
||||||
Deferred Tax Assets - Valuation Allowance
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
1,256
|
|
|
$
|
1,285
|
|
|
$
|
1,172
|
|
Allowance provision for new operating and other loss carryforwards
|
121
|
|
|
23
|
|
|
121
|
|
|||
Allowance provision benefits
|
(272
|
)
|
|
(52
|
)
|
|
(8
|
)
|
|||
Acquisition of businesses
|
2,459
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of period
|
$
|
3,564
|
|
|
$
|
1,256
|
|
|
$
|
1,285
|
|
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 INTERNATIONAL PLC
|
|
|
|
By
|
/s/ Brian J. Stief
|
|
Brian J. Stief
|
|
Executive Vice President and
Chief Financial Officer
|
|
|
Date:
|
November 23, 2016
|
/s/ Alex A. Molinaroli
Alex A. Molinaroli
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
|
/s/ Brian J. Stief
Brian J. Stief
Executive Vice President and
Chief Financial Officer (Principal Financial Officer)
|
|
|
|
/s/ Suzanne M. Vincent
Suzanne M. Vincent
Vice President and Corporate Controller
(Principal Accounting Officer)
|
|
/s/ David P. Abney
David P. Abney
Director
|
|
|
|
/s/ Natalie A. Black
Natalie A. Black
Director
|
|
/s/ Mike Daniels
Mike Daniels
Director
|
|
|
|
/s/ Brian Duppereault
Brian Duppereault
Director
|
|
/s/ Jeffrey A. Joerres
Jeffrey A. Joerres
Director
|
|
|
|
/s/ Alex A. Molinaroli
Alex A. Molinaroli
Director
|
|
/s/ George R. Oliver
George R. Oliver
Director
|
|
|
|
/s/ Jürgen Tinggren
Jürgen Tinggren
Director
|
|
/s/ Juan Pablo del Valle Perochena
Juan Pablo del Valle Perochena
Director
|
|
|
|
/s/ Mark P. Vergnano
Mark P. Vergnano
Director
|
|
/s/ David Yost
David Yost
Director
|
Exhibit
|
|
Title
|
|
|
|
2.1
|
|
Separation and Distribution Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient Limited (incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed September 9, 2016)
|
|
|
|
2.2
|
|
Agreement and Plan of Merger by and among Johnson Controls, Inc., Johnson Controls International plc (formerly Tyco International plc) and Jagara Merger Sub LLC, dated as of January 24, 2016 (incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed January 27, 2016)
|
|
|
|
2.3
|
|
Merger Agreement, dated as of March 30, 2014, between Tyco International Ltd., and Johnson Controls International plc (formerly Tyco International plc) (Incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed on June 4, 2014)
|
|
|
|
3.1
|
|
Memorandum and Articles of Association of Johnson Controls International plc, as amended by special resolution dated September 8, 2014 and as amended by special resolution dated August 17, 2016 (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on September 6, 2016)
|
|
|
|
4.1
|
|
Assumption and Accession Agreement, dated as of November 17, 2014, by Johnson Controls International plc (formerly Tyco International plc) (incorporated by reference to Exhibit 4.1 to the registrant’s current report on Form 8-K filed on November 17, 2014)
|
|
|
|
4.2
|
|
Indenture, dated as of January 9, 2009, by and among Tyco International Finance S.A., as issuer, Johnson Controls International plc (formerly Tyco International Ltd.), as guarantor, and Deutsche Bank Trust Company Americas, as trustee (Incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on January 9, 2009)
|
|
|
|
4.3
|
|
Fourth Supplemental Indenture, dated as of January 12, 2011, by and among Tyco International Finance S.A., as issuer, Johnson Controls International plc (formerly Tyco International Ltd.), as guarantor, and Deutsche Bank Trust Company Americas, as trustee relating to the issuer's 3.75% notes due 2018 (Incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on January 12, 2011)
|
|
|
|
4.4
|
|
Fifth Supplemental Indenture, dated as of January 12, 2011, by and among Tyco International Finance S.A., as issuer, Johnson Controls International plc (formerly Tyco International Ltd.), as guarantor, and Deutsche Bank Trust Company Americas, as trustee relating to the issuer's 4.625% notes due 2023 (Incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on January 12, 2011)
|
|
|
|
4.5
|
|
Supplemental Indenture 2014-1 to the 2009 Indenture, dated as of November 17, 2014, among Johnson Controls International plc (formerly Tyco International Ltd.), Tyco International Finance S.A., Tyco Fire & Security Finance S.C.A. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on November 17, 2014)
|
|
|
|
4.6
|
|
Indenture, dated as of February 25, 2015 (the "2015 Indenture"), among Tyco International Finance S.A., Johnson Controls International plc (formerly Tyco International plc), Tyco Fire & Security Finance S.C.A., and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on February 25, 2015)
|
|
|
|
4.7
|
|
First Supplemental Indenture to the 2015 Indenture, dated as of February 25, 2015, among Tyco International Finance S.A., Johnson Controls International plc (formerly Tyco International plc), Tyco Fire & Security Finance S.C.A., Deutsche Bank Trust Company Americas as trustee and as paying agent and Deutsche Bank Luxembourg S.A., as security registrar, transfer agent and authenticating agent relating to the issuer’s 1.375% Euro notes due 2025 (incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on February 25, 2015)
|
|
|
|
4.8
|
|
Second Supplemental Indenture to the 2015 Indenture, dated as of September 14, 2015, among Tyco International Finance S.A., Johnson Controls International plc (formerly Tyco International plc), Tyco Fire & Security Finance S.C.A., Deutsche Bank Trust Company Americas, as trustee related to the issuer’s 3.9% notes due 2026 (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on September 14, 2015)
|
|
|
Exhibit
|
|
Title
|
|
|
|
4.9
|
|
Third Supplemental Indenture, dated as of September 14, 2015, among Tyco International Finance S.A., Johnson Controls International plc (formerly Tyco International plc), Tyco Fire & Security Finance S.C.A., Deutsche Bank Trust Company Americas, as trustee relating to the issuer’s 5.125% notes due 2045 (incorporated by reference to Exhibit 4.2 to the registrant’s current report on Form 8-K filed on September 14, 2015)
|
|
|
|
4.10
|
|
Miscellaneous long-term debt agreements and financing leases with banks and other creditors and debenture indentures.*
|
|
|
|
4.11
|
|
Miscellaneous industrial development bond long-term debt issues and related loan agreements and leases.*
|
|
|
|
4.12
|
|
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 filed on February 24, 2009) (Commission File No. 1-5097)
|
|
|
|
4.13
|
|
Supplemental Indenture No. 2, dated March 1, 2012, between Johnson Controls, Inc. and U.S. Bank National Association, as Trustee, relating to Johnson Controls, Inc.’s 2.355% Senior Notes due 2017 (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)
|
|
|
|
4.14
|
|
Officer's Certificate, dated January 17, 2006, creating the 5.250% Fixed Rate Notes due 2011 (retired; no longer outstanding), the 5.500% Fixed Rate Notes due 2016 (retired; no longer outstanding ), and the 6.000% Fixed Rate Notes due 2036 (incorporated by reference to Exhibit 4.2 to Johnson Controls, Inc. Form 8-K dated January 9, 2006) (Commission File No. 1-5097)
|
|
|
|
4.15
|
|
Officers’ Certificate, dated December 2, 2011, establishing Johnson Controls, Inc.’s 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)
|
|
|
|
4.16
|
|
Officers’ Certificate, dated March 9, 2010 creating Johnson Controls, Inc.’s 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)
|
|
|
|
4.17
|
|
Officers’ Certificate, dated June 13, 2014, establishing Johnson Controls, Inc.’s 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)
|
|
|
|
4.18
|
|
Officers’ Certificate, dated February 4, 2011, establishing Johnson Controls, Inc.’s 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)
|
|
|
|
10.1
|
|
Term Loan Credit Agreement, dated as of March 10, 2016, among Tyco International Holding S.à r.l., each of the initial lenders named therein, Citibank, N.A., as administrative agent, Citigroup Global Markets Inc., Merrill, Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and JPMorgan Chase Bank N.A. as joint lead arrangers and joint bookrunners (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed March 6, 2016)
|
|
|
|
10.2
|
|
Multi-Year Senior Unsecured Credit Agreement, dated as of March 10, 2016, among Tyco International Holding S.à r.l., each of the initial lenders named therein, Citibank, N.A., as administrative agent, and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank plc, Wells Fargo Securities, LLC and JPMorgan Chase Bank, N.A. as joint lead arrangers and joint bookrunners (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed March 6, 2016)
|
Exhibit
|
|
Title
|
|
|
|
10.3
|
|
Credit Agreement, dated as of March 10, 2016, among Johnson Controls, Inc., the financial institutions parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 4.2 to Johnson Controls, Inc.’s Current Report on Form 8-K filed March 6, 2016) (Commission File No. 1-5097)
|
|
|
|
10.4
|
|
Transition Services Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient Limited (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on September 9, 2016)
|
|
|
|
10.5
|
|
Tax Matters Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient Limited (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on September 9, 2016)
|
|
|
|
10.6
|
|
Employee Matters Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient Limited (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on September 9, 2016)
|
|
|
|
10.7
|
|
Transitional Trademark License Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient Limited (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed on September 9, 2016)
|
|
|
|
10.8
|
|
Tax Sharing Agreement, dated September 28, 2012 by and among Pentair Ltd., Johnson Controls International plc (formerly Tyco International Ltd.), Tyco International Finance S.A. and The ADT Corporation (Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on October 1, 2012).
|
|
|
|
10.9
|
|
Non-Income Tax Sharing Agreement dated September 28, 2012 by and among Johnson Controls International plc (formerly Tyco International Ltd.), Tyco International Finance S.A. and The ADT Corporation (Incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on October 1, 2012).
|
|
|
|
10.10
|
|
Trademark Agreement, dated as of September 25, 2012, by and among ADT Services GmbH, ADT US Holdings, Inc., Johnson Controls International plc (formerly Tyco International Ltd.) and The ADT Corporation (Incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on October 1, 2012)
|
|
|
|
10.11
|
|
Form of Deed of Indemnification between Johnson Controls International plc (formerly Tyco International plc) and certain of its directors and officers (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed on September 6, 2016)
|
|
|
|
10.12
|
|
Form of Indemnification Agreement between Tyco Fire & Security (US) Management, Inc. and certain directors and officers of Johnson Controls International plc (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed on September 6, 2016)
|
|
|
|
10.13
|
|
Tyco International plc 2004 Share and Incentive Plan (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on November 17, 2014) **
|
|
|
|
10.14
|
|
Johnson Controls International plc 2012 Share and Incentive Plan, amended and restated as of September 2, 2016 (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed on September 9, 2016)
**
|
|
|
|
10.15
|
|
Johnson Controls International plc 2000 Stock Option Plan (incorporated by reference to Exhibit 10.8 to the registrant’s Current Report on Form 8-K filed on September 6, 2016)
**
|
|
|
|
10.16
|
|
Johnson Controls International plc 2007 Stock Option Plan (incorporated by reference to Exhibit 10.7 to the registrant’s Current Report on Form 8-K filed on September 6, 2016)
**
|
|
|
|
Exhibit
|
|
Title
|
|
|
|
10.17
|
|
Johnson Controls International plc Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 to the registrant’s Current Report on Form 8-K filed on September 6, 2016)
**
|
|
|
|
10.18
|
|
Tyco International Change in Control Severance Plan for Certain U.S. Officers and Executives (incorporated by reference to Exhibit 10.6 to the registrant’s Current Report on Form 8-K filed on November 17, 2014) **
|
|
|
|
10.19
|
|
Johnson Controls International plc Severance and Change in Control Policy for Officers, effective as of September 2, 2016 (filed herewith)
**
|
|
|
|
10.20
|
|
Johnson Controls International plc Executive Deferred Compensation Plan, as amended and restated effective September 2, 2016 (filed herewith)
**
|
|
|
|
10.21
|
|
Johnson Controls, Inc. Deferred Compensation Plan for Certain Directors, as amended and restated effective January 5, 2016 (incorporated by reference to Exhibit 10.3 to Johnson Controls, Inc.’s Quarterly Report on Form 10-Q filed on February 2, 2016) (Commission File No. 1-5097)
**
|
|
|
|
10.22
|
|
Johnson Controls International plc Retirement Restoration Plan, as amended and restated effective September 2, 2016 (filed herewith)
**
|
|
|
|
10.23
|
|
Tyco Supplemental Savings and Retirement Plan (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed on November 17, 2014) **
|
|
|
|
10.24
|
|
Johnson Controls International plc Executive Compensation Incentive Recoupment Policy effective September 2, 2016 (filed herewith)
**
|
|
|
|
10.25
|
|
Amended and Restated Executive Employment Agreement, dated as of January 24, 2016, by and between Johnson Controls, Inc. and Alex A. Molinaroli (incorporated by reference to Exhibit 10.1 to Johnson Controls, Inc.’s Current Report on Form 8-K filed on January 27, 2016) (Commission File No. 1-5097)
**
|
|
|
|
10.26
|
|
Amended and Restated Change of Control Executive Employment Agreement, dated as of January 24, 2016, by and between Johnson Controls, Inc. and Alex A. Molinaroli (incorporated by reference to Exhibit 10.2 to Johnson Controls, Inc.’s Current Report on Form 8-K filed on January 27, 2016) (Commission File No. 1-5097)
**
|
|
|
|
10.27
|
|
Amendment to the Amended and Restated Change of Control Executive Employment Agreement, dated as of April 1, 2016, by and between Johnson Controls, Inc. and Alex Molinaroli (incorporated by reference to Exhibit 10.4 to Johnson Controls, Inc.’s Current Report on Form 8-K filed on April 29, 2016) (Commission File No. 1-5097)
**
|
|
|
|
10.28
|
|
Amended and Restated Executive Employment Agreement, dated as of January 24, 2016, by and between Johnson Controls International plc (formerly Tyco International plc) and George Oliver (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on January 27, 2016)
**
|
|
|
|
10.29
|
|
Employment Offer Letter, dated as of September 1, 2016, between Johnson Controls International plc (formerly Tyco International plc) and Judith Reinsdorf (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on September 6, 2016)
**
|
|
|
|
10.30
|
|
Global Assignment Letter between Johnson Controls, Inc. and Trent Nevill dated as of April 1, 2016 (incorporated by reference to Exhibit 10.4 to Johnson Controls, Inc.’s Current Report on Form 8-K filed on April 29, 2016) (Commission File No. 1-5097)
**
|
|
|
|
10.31
|
|
Form of employment agreement, including form of change in control agreement, between Johnson Controls, Inc. and Messrs. Stief, Jackson, Walicki, Nevill and Davis, 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 filed on August 3, 2010)
(Commission File No. 1-5097)
**
|
|
|
|
Exhibit
|
|
Title
|
|
|
|
10.32
|
|
Form of letter agreement amending certain provisions of the employment agreement between Johnson Controls, Inc. and Messrs. Stief, Jackson, Walicki, Nevill and Davis (filed herewith)
**
|
|
|
|
10.33
|
|
Form of terms and conditions for Option / SAR Awards, Restricted Stock / Unit Awards, Performance Share Awards under the Johnson Controls International plc 2012 Share and Incentive Plan for periods commencing on September 2, 2016 (filed herewith)
**
|
|
|
|
10.34
|
|
Form of terms and conditions for Option Awards, Restricted Unit Awards, Performance Share Awards under the 2012 Share and Incentive Plan for fiscal 2016 (Incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on October 13, 2015) **
|
|
|
|
10.35
|
|
Form of terms and conditions for Option Awards, Restricted Unit Awards, Performance Share Awards under the 2012 Stock and Incentive Plan for fiscal 2015 (Incorporated by reference to Exhibit 10.9 to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 26, 2014 filed on November 14, 2014) **
|
|
|
|
10.36
|
|
Form of terms and conditions for Option Awards, Restricted Unit Awards, Performance Share Awards under the 2012 Stock and Incentive Plan for fiscal 2014 (Incorporated by reference to Exhibit 10.9 to the registrant’s Annual Report on Form 10-K filed on for the year ended September 27, 2013 filed on November 14, 2013) **
|
|
|
|
10.37
|
|
Form of terms and conditions for Restricted Stock Unit Awards for Directors under the 2012 Stock and Incentive Plan (Incorporated by reference to Exhibit 10.13 to the registrant’s Annual Report on Form 10-K for the year ended September 28, 2012 filed on November 16, 2012) **
|
|
|
|
10.38
|
|
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 filed on November 22, 2011) (Commission File No. 1-5097)
**
|
|
|
|
10.39
|
|
Form of stock option award agreement for Johnson Controls, Inc. 2000 Stock Option Plan, as amended September 16, 2006, as in effect commencing 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 filed on December 5, 2006) (Commission File No. 1-5097)
**
|
|
|
|
10.40
|
|
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 filed on November 22, 2011) (Commission File No. 1-5097)
**
|
|
|
|
10.41
|
|
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)
**
|
|
|
|
10.42
|
|
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)
**
|
|
|
|
10.43
|
|
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)
**
|
|
|
|
10.44
|
|
Form of restricted stock/restricted stock unit agreement for Johnson Controls, Inc. 2012 Omnibus Incentive Plan reflecting pro rata vesting on retirement, filed herewith (incorporated by reference to Exhibit 10.CC to Johnson Controls, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2014 filed on November 18, 2015) (Commission File No. 1-5097)
**
|
10.45
|
|
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)
**
|
|
|
|
12.1
|
|
Computation of ratio of earnings to fixed charges for the years ended September 30, 2016, 2015, 2014, 2013 and 2012, filed herewith.
|
|
|
|
18.1
|
|
Preferability Letter on Change in Accounting Principle (filed herewith)
|
|
|
|
21.1
|
|
Subsidiaries of Johnson Controls International plc (filed herewith)
|
|
|
|
23.1
|
|
Consent of Independent Public Accounting Firm (filed herewith)
|
|
|
|
31.1
|
|
Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
|
|
|
31.2
|
|
Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
|
|
|
32.1
|
|
Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
|
|
|
|
101
|
|
Financial statements from the Annual Report on Form 10-K of Johnson Controls International plc for the fiscal year ended September 30, 2016 formatted in XBRL: (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)
|
*
|
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.
|
**
|
Management contract or compensatory plan.
|
|
|
|
Page
|
ARTICLE I PURPOSE AND TERM
|
1
|
||
|
SECTION 1.01
|
Purpose of the Policy
|
1
|
|
SECTION 1.02
|
Term of the Policy
|
1
|
|
|
||
|
|
|
|
ARTICLE II DEFINITIONS
|
2
|
||
|
SECTION 2.01
|
"Annual Bonus Target Amount"
|
2
|
|
SECTION 2.02
|
"Average Bonus Amount"
|
2
|
|
SECTION 2.03
|
"Base Salary"
|
2
|
|
SECTION 2.04
|
"Board"
|
2
|
|
SECTION 2.05
|
"Cause"
|
2
|
|
SECTION 2.06
|
"Change in Control"
|
2
|
|
SECTION 2.07
|
"Change in Control Termination"
|
3
|
|
SECTION 2.08
|
"COBRA"
|
3
|
|
SECTION 2.09
|
"Code
|
3
|
|
SECTION 2.10
|
"Committee"
|
3
|
|
SECTION 2.11
|
"Company"
|
3
|
|
SECTION 2.12
|
"Covered Termination"
|
3
|
|
SECTION 2.13
|
"Effective Date"
|
3
|
|
SECTION 2.14
|
"Eligible Employee"
|
3
|
|
SECTION 2.15
|
"Employee"
|
3
|
|
SECTION 2.16
|
"Employer"
|
3
|
|
SECTION 2.17
|
"Employment Period"
|
3
|
|
SECTION 2.18
|
"ERISA"
|
4
|
|
SECTION 2.19
|
"Exchange Act"
|
4
|
|
SECTION 2.20
|
"Good Reason Resignation"
|
4
|
|
SECTION 2.21
|
"Involuntary Termination"
|
4
|
|
SECTION 2.22
|
"Key Employee"
|
4
|
|
SECTION 2.23
|
"Named Appeals Fiduciary"
|
4
|
|
SECTION 2.24
|
"Participant"
|
4
|
|
SECTION 2.25
|
"Permanent Disability"
|
4
|
|
SECTION 2.26
|
"Plan Administrator"
|
4
|
|
SECTION 2.27
|
"Policy"
|
5
|
|
SECTION 2.28
|
"Postponement Period"
|
5
|
|
SECTION 2.29
|
"Potential Change in Control"
|
5
|
|
SECTION 2.30
|
"Release"
|
5
|
|
SECTION 2.31
|
"Separation from Service"
|
5
|
|
SECTION 2.32
|
"Separation from Service Date"
|
5
|
|
SECTION 2.33
|
"Service"
|
6
|
|
SECTION 2.34
|
"Severance Benefits"
|
6
|
|
SECTION 2.35
|
"Subsidiary"
|
6
|
|
SECTION 2.36
|
"Successor"
|
6
|
|
SECTION 2.37
|
"Voluntary Resignation"
|
6
|
|
|
|
Page
|
ARTICLE III TERMS AND CONDITIONS OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL
|
7
|
||
|
SECTION 3.01
|
Participation
|
7
|
|
SECTION 3.02
|
Position and Duties
|
7
|
|
SECTION 3.03
|
Compensation
|
7
|
|
|
||
ARTICLE IV PARTICIPATION AND ELIGIBILITY FOR SEVERANCE BENEFITS
|
8
|
||
|
SECTION 4.01
|
Participation
|
8
|
|
SECTION 4.02
|
Conditions
|
8
|
|
|
|
|
ARTICLE V DETERMINATION OF SEVERANCE BENEFITS
|
9
|
||
|
SECTION 5.01
|
Amount of Severance Benefits Upon a Covered Termination
|
9
|
|
SECTION 5.02
|
Amount of Severance Benefits Upon a Change in Control Termination
|
9
|
|
SECTION 5.03
|
Voluntary Resignation; Termination Due to Death or Permanent Disability
|
9
|
|
SECTION 5.04
|
Termination for Cause
|
10
|
|
SECTION 5.05
|
Reduction of Severance Benefits
|
10
|
|
SECTION 5.06
|
Non-Duplication of Benefits
|
10
|
|
SECTION 5.07
|
Outplacement Services
|
10
|
|
SECTION 5.08
|
Other Arrangements
|
10
|
|
|
|
|
ARTICLE VI METHOD, DURATION AND LIMITATION OF SEVERANCE BENEFIT PAYMENTS
|
11
|
||
|
SECTION 6.01
|
Method of Payment
|
11
|
|
SECTION 6.02
|
Code Section 409A
|
11
|
|
SECTION 6.03
|
Termination of Eligibility for Benefits
|
11
|
|
SECTION 6.04
|
Limitation on Benefits
|
12
|
|
|
|
|
ARTICLE VII RESTRICTIVE COVENANTS
|
13
|
||
|
SECTION 7.01
|
Confidential Information
|
13
|
|
SECTION 7.02
|
Non-Competition
|
13
|
|
SECTION 7.03
|
Non-Solicitation
|
13
|
|
SECTION 7.04
|
Non-Disparagement
|
13
|
|
SECTION 7.05
|
Reasonableness
|
13
|
|
SECTION 7.06
|
Equitable Relief
|
14
|
|
SECTION 7.07
|
Survival of Provisions
|
14
|
|
|
|
|
ARTICLE VIII THE PLAN ADMINISTRATOR
|
15
|
||
|
SECTION 8.01
|
Authority and Duties
|
15
|
|
SECTION 8.02
|
Compensation of the Plan Administrator
|
15
|
|
SECTION 8.03
|
Records, Reporting and Disclosure
|
15
|
|
|
|
|
ARTICLE IX AMENDMENT, TERMINATION AND DURATION
|
16
|
||
|
SECTION 9.01
|
Amendment, Suspension and Termination
|
16
|
|
SECTION 9.02
|
Duration
|
16
|
|
|
|
|
ARTICLE X DUTIES OF THE COMPANY AND THE COMMITTEE
|
17
|
||
|
SECTION 10.01
|
Records
|
17
|
|
|
|
Page
|
|
SECTION 10.02
|
Payment
|
17
|
|
SECTION 10.03
|
Discretion
|
17
|
ARTICLE X1 CLAIM PROCEDURES
|
17
|
||
|
SECTION 11.01
|
Claim
|
17
|
|
SECTION 11.02
|
Respond to Claim
|
17
|
|
SECTION 11.03
|
Appeals of Denied Administrative Claims
|
17
|
|
SECTION 11.04
|
Appointment of the Named Appeals Fiduciary
|
18
|
|
|
|
|
ARTICLE X11 MISCELLANEOUS
|
19
|
||
|
SECTION 12.01
|
Nonalienation of Benefits
|
19
|
|
SECTION 12.02
|
Notices
|
19
|
|
SECTION 12.03
|
Successors
|
19
|
|
SECTION 12.04
|
Other Payments
|
19
|
|
SECTION 12.05
|
No Mitigation
|
19
|
|
SECTION 12.06
|
No Contract of Employment
|
19
|
|
SECTION 12.07
|
Severability of Provisions
|
19
|
|
SECTION 12.08
|
Heirs, Assigns, and Personal Representatives
|
19
|
|
SECTION 12.09
|
Headings and Captions
|
19
|
|
SECTION 12.10
|
Gender and Number
|
19
|
|
SECTION 12.11
|
Unfunded Policy
|
19
|
|
SECTION 12.12
|
Payments to Incompetent Persons
|
19
|
|
SECTION 12.13
|
Lost Payees
|
19
|
|
SECTION 12.14
|
Controlling Law
|
20
|
•
|
The payment or the delivery of Shares was predicated upon the achievement of certain financial results with respect to the applicable performance period that were subsequently the subject of a material restatement other than a restatement due to changes in accounting policy;
|
•
|
In the Committee’s view the Covered Recipient engaged in conduct that caused or partially caused the need for the restatement; and
|
•
|
A lower payment would have been made, or fewer Shares delivered, to the Covered Recipient based upon the restated financial results.
|
Re:
|
Change of Control Executive Employment Agreement
|
(a)
|
“Award” means this grant of Options and/or an SAR.
|
(b)
|
“Award Notice” means the Award notification delivered to the Participant.
|
(c)
|
“Cause” means (i) if the Participant is subject to an employment agreement with the Company or a Subsidiary that contains a definition of “cause”, such definition, or (ii) otherwise, any of the following as determined by the Committee: (A) violation of the provisions of any employment agreement, non-competition agreement, confidentiality agreement, or similar agreement with the Company or a Subsidiary, or the Company’s or a Subsidiary’s code of ethics, as then in effect, (B) conduct rising to the level of gross negligence or willful misconduct in the course of employment with the Company or a Subsidiary, (C) commission of an act of dishonesty or disloyalty involving the Company or a Subsidiary, (D) violation of any federal, state or local law in connection with the Participant’s employment or service, or (E) breach of any fiduciary duty to the Company or a Subsidiary.
|
(d)
|
“Company” means Johnson Controls International plc, an Irish public limited company, or any successor thereto.
|
(e)
|
“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 Shares occur on the date in question, on the next preceding date on which there was a sale on such market.
|
(f)
|
“Grant Date” is the date the Award was made to the Participant, as specified in the Award Notice.
|
(g)
|
“Inimical Conduct” means any act or omission that is inimical to the best interests of the Company or any Affiliate as determined by the Committee 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.
|
(h)
|
“Option” means this nonqualified share option representing the right to purchase Shares at a stated price for a specified period of time.
|
(i)
|
“Plan” means the Johnson Controls International plc 2012 Share and Incentive Plan (as amended and restated as of September 2, 2016) and as may be further amended from time to time.
|
(j)
|
“Retirement” means termination of employment from the Company and its Subsidiaries (for other than Cause) on or after attainment of age fifty-five (55) and completion of five (5) years of continuous service with the Company and its Subsidiaries (including, for Participants who are Legacy Johnson Controls Employees, service with Johnson Controls, Inc. and its affiliates prior to the Merger).
|
(k)
|
“SAR” is an Award of Share Appreciation Rights which will be settled in cash. The Participant will receive the economic equivalent of the excess of the Fair Market Value on the exercise date over the Exercise Price.
|
(l)
|
“Share” means an ordinary share in the capital of the Company.
|
(a)
|
Fifty Percent (50%) of the Award shall vest on the second anniversary of the Grant Date.
|
(b)
|
Fifty Percent (50%) of the Award shall vest on the third anniversary of the Grant Date.
|
(a)
|
“Award” means this grant of Restricted Shares and/or Restricted Share Units.
|
(b)
|
“Award Notice” means the Award notification delivered to the Participant.
|
(c)
|
“Cause” means (i) if the Participant is subject to an employment agreement with the Company or a Subsidiary that contains a definition of “cause”, such definition, or (ii) otherwise, any of the following as determined by the Committee: (A) violation of the provisions of any employment agreement, non-competition agreement, confidentiality agreement, or similar agreement with the Company or a Subsidiary, or the Company’s or a Subsidiary’s code of ethics, as then in effect, (B) conduct rising to the level of gross negligence or willful misconduct in the course of employment with the Company or a Subsidiary, (C) commission of an act of dishonesty or disloyalty involving the Company or a Subsidiary, (D) violation of any federal, state or local law in connection with the Participant’s employment or service, or (E) breach of any fiduciary duty to the Company or a Subsidiary.
|
(d)
|
“Company” means Johnson Controls International plc, an Irish public limited company, or any successor thereto.
|
(e)
|
“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 Shares occur on the date in question, on the next preceding date on which there was a sale on such market.
|
(f)
|
“Plan” means the Johnson Controls International plc 2012 Share and Incentive Plan (as amended and restated as of September 2, 2016) and as may be further amended from time to time.
|
(g)
|
“Restriction Period” means the length of time indicated in the Award Notice during which the Award is subject to vesting. During the Restriction Period, the Participant cannot sell, transfer, pledge, assign or otherwise encumber the Restricted Shares or Restricted Share Units (or a portion thereof) subject to this Award.
|
(h)
|
“Restricted Share” means a Share that is subject to a risk of forfeiture and the Restriction Period.
|
(i)
|
“Restricted Share Unit” means the right to receive one Share, that is subject to a risk of forfeiture and the Restriction Period.
|
(j)
|
“Retirement” means termination of employment from the Company and its Subsidiaries (for other than Cause) on or after attainment of age fifty-five (55) and completion of five (5) years of continuous service with the Company and its Subsidiaries (including, for Participants who are Legacy Johnson Controls Employees, service with Johnson Controls, Inc. and its affiliates prior to the Merger).
|
(k)
|
“Share” means an ordinary share in the capital of the Company.
|
a.
|
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.
|
b.
|
Removal of Restrictions
. Subject to any applicable deferral election under the Johnson Controls International plc Executive Deferred Compensation Plan (or any successor or similar deferred compensation plan for which the Participant is eligible) 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.
|
c.
|
Voting Rights
. During the Restriction Period, the Participant may exercise full voting rights with respect to the Shares.
|
d.
|
Dividends and Other Distributions
. Any cash dividends or other distributions paid or delivered with respect to Restricted Shares 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. The account will be converted into and settled in additional Shares issued under the Plan 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 Shares to which the dividends or other distributions relate.
|
a.
|
Restriction Period
. During the Restriction Period, the Restricted Share Units shall be subject to forfeiture as provided in Section 4.
|
b.
|
Settlement of Restricted Share Units
. Subject to any applicable deferral election under the Johnson Controls International plc Executive Deferred Compensation Plan (or any successor or similar deferred compensation plan for which the Participant is eligible) and to Section 4 below, the Restricted Share Units shall be settled by payment of one Share per Restricted Share Unit within forty-five (45) days after the last day of the Restriction Period and upon payment in full of all taxes due with respect to such Restricted Share Units (subject to a six-month delay to the extent required to comply with Code Section 409A).
|
c.
|
Dividend Equivalent Units
. Any cash dividends or other distributions paid or delivered with respect to the Shares 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 Share Units had such Shares been outstanding. The account will be converted into and settled in additional Shares issued under the Plan 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 Share Units to which the dividends or other distributions relate.
|
a.
|
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, and the Restriction Period shall lapse with respect to, a pro rata portion of the total number of Restricted Shares or Restricted Share Units subject to this Award based on the number of full months of the Participant’s employment during the Restriction Period prior to such termination compared to the total number of full months in the original Restriction Period (with an offset for any Restricted Shares or Restricted Share Units that have previously vested). Any Restricted Shares or Restricted Share Units subject to this Award that do not become vested under this paragraph upon the Participant’s Retirement shall automatically be forfeited and returned to the Company as of the date of his Retirement.
|
b.
|
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 later than the end of the calendar year following the calendar year in which death occurs), the Participant shall become fully vested in all of the Restricted Shares or Restricted Share Units subject to this Award and any remaining Restriction Period shall automatically lapse.
|
c.
|
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 the Participant shall become fully vested in all of the Restricted Shares or Restricted Share Units subject to this Award and any remaining Restriction Period shall automatically lapse as of the date of such termination of employment.
|
d.
|
Divestiture or Outsourcing
. If the Participant’s employment with the Company and its Affiliates terminates as a result of a Disposition of Assets, Disposition of a Subsidiary or Outsourcing Agreement (each as defined below), at a time when the Participant could not have been terminated for Cause, then the Participant shall become vested in a pro rata portion of the total number of Restricted Shares or Restricted Share Units subject to this Award based on the number of full months of the Participant’s employment during the Restriction Period prior to such Disposition of Assets, Disposition of a Subsidiary or Outsourcing Agreement compared to the total number of full months in the original Restriction Period (with an offset for any Restricted Shares or Restricted Share Units that have previously vested); provided that, if such termination of employment does not constitute a “separation from service” within the meaning of Code Section 409A, then any remaining Restriction Period shall continue with respect to the vested Shares or Restricted Share Units as if the Participant continued in active employment to the extent required for compliance with Code Section 409A. Any Restricted Shares or Restricted Share Units subject to this Award that do not become vested under this paragraph as a result of such Disposition of Assets, Disposition of a Subsidiary or Outsourcing Agreement shall automatically be forfeited and returned to the Company as of the date of the Disposition of Assets, Disposition of a Subsidiary or Outsourcing Agreement, as applicable. Notwithstanding the foregoing, the Participant shall not be eligible for such pro rata vesting if (i) the Participant’s termination of employment occurs on or prior to the closing date of such Disposition of Assets or Disposition of a Subsidiary, as applicable, or on such later date as is specifically provided in the applicable transaction agreement or related agreements, or on the effective date of such Outsourcing Agreement applicable to the Participant (the “Applicable Employment Date”), and (ii) the Participant is offered Comparable Employment (as defined below) with the buyer, successor
|
e.
|
Involuntary Termination as a Result of the Merger
. If the Participant’s employment with the Company and its Affiliates is terminated by the Company or an Affiliate prior to September 2, 2018 at a time when the Participant could not have been terminated for Cause, then the Participant shall become vested in, and the Restriction Period shall lapse with respect to, a pro rata portion of the total number of Restricted Shares or Restricted Share Units subject to this Award based on the number of full months of the Participant’s employment during the Restriction Period prior to such termination compared to the total number of full months in the original Restriction Period (with an offset for any Restricted Shares or Restricted Share Units that have previously vested). Any Restricted Shares or Restricted Share Units subject to this Award that do not become vested under this paragraph as a result of such termination shall automatically be forfeited and returned to the Company as of the date of such termination.
|
f.
|
Other Termination.
If the Participant’s employment terminates for any reason not described above (including for Cause), then any Restricted Shares or any Restricted Share 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 Committee may waive the automatic forfeiture of any or all such Restricted Shares or Restricted Share Units (and all deferred dividends or other distribution paid or credited thereon) and may add such new restrictions to such Restricted Shares or Restricted Share Units as it deems appropriate. The Company may suspend payment or delivery of Shares (without liability for interest thereon) pending the Committee’s determination of whether the Participant was or should have been terminated for Cause.
|
a.
|
Except as prohibited by law, the Participant agrees that during his or her employment with the Company or its Affiliates, and for the one year period following the Participant’s termination of employment for any reason, the Participant will not directly or indirectly, own, manage, operate, control (including indirectly through a debt, equity investment, or otherwise), provide services to, or be employed by, any person or entity engaged in any business that is (i) located in a region with respect to which the Participant had substantial responsibilities while employed by the Company or its Affiliates, and (ii) competitive, with (A) the line of business or businesses of the Company or its Subsidiaries that the Participant was employed with during the Participant’s employment (including any prospective business to be developed or acquired that was proposed at the date of termination), or (B) any other business of the Company or its Subsidiaries with respect to which the Participant had substantial exposure during such employment.
|
b.
|
Except as prohibited by law, the Participant further agrees that during his or her employment with the Company or its Affiliates, and for the two-year period thereafter, the Participant will not, directly or indirectly, on his or her own behalf or on behalf of another (i) solicit, recruit, aid or induce any employee of the Company or any of its Affiliates to leave their employment with the Company or its Affiliates in order to accept employment with or render services to another person or entity unaffiliated with the Company or its Subsidiaries, or hire or knowingly take any action to assist or aid any other person or entity in identifying or hiring any such employee, or (ii) solicit, aid, or induce any customer of the Company or any of its Affiliates to purchase goods or services then sold by the Company or its Affiliates from another person or entity, or assist or aid any other persons or entity in identifying or soliciting any such customer, or (iii) otherwise interfere with the relationship of the Company or any of its Subsidiaries with any of its employees, customers, agents, or representatives.
|
c.
|
Irreparable injury will result to the Company, and to its business, in the event of a breach by the Participant of any of the Participant’s covenants and commitments under this Award, including the covenants of non-competition and non-solicitation. Therefore, in the event of a breach of such covenants and commitments, in the sole discretion of the Company, any of the Participant’s unvested Restricted Shares or Restricted Share Units shall be immediately rescinded and the Participant will forfeit any rights he or she has with respect thereto. Furthermore, by acknowledging this Award, and not declining the Award, in the event of such a breach, upon demand by the Company, the Participant hereby agrees and promises immediately to deliver to the Company the number of Shares (or, in the discretion of the Company, the cash value of said Shares) the Participant received for Restricted Share
|
(a)
|
“Award” means this grant of Performance Units.
|
(b)
|
“Award Notice” means the Award notification delivered to the Participant.
|
(c)
|
“Cause” means (i) if the Participant is subject to an employment agreement with the Company or a Subsidiary that contains a definition of “cause”, such definition, or (ii) otherwise, any of the following as determined by the Committee: (A) violation of the provisions of any employment agreement, non-competition agreement, confidentiality agreement, or similar agreement with the Company or a Subsidiary, or the Company’s or a Subsidiary’s code of ethics, as then in effect, (B) conduct rising to the level of gross negligence or willful misconduct in the course of employment with the Company or a Subsidiary, (C) commission of an act of dishonesty or disloyalty involving the Company or a Subsidiary, (D) violation of any federal, state or local law in connection with the Participant’s employment or service, or (E) breach of any fiduciary duty to the Company or a Subsidiary.
|
(d)
|
“Company” means Johnson Controls International plc, an Irish public limited company, or any successor thereto.
|
(e)
|
“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 Shares occur on the date in question, on the next preceding date on which there was a sale on such market.
|
(f)
|
“Inimical Conduct” means any act or omission that is inimical to the best interests of the Company or any Affiliate as determined by the Committee 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.
|
(g)
|
“Performance Unit” or “Unit” means the right to receive one Share, to the extent the Performance Goals specified in the Summary of Terms and Conditions delivered to the Participant are achieved.
|
(h)
|
“Plan” means the Johnson Controls International plc 2012 Share and Incentive Plan (as amended and restated as of September 2, 2016) and as may be further amended from time to time.
|
(i)
|
“Retirement” means termination of employment from the Company and its Subsidiaries (for other than Cause) on or after attainment of age fifty-five (55) and completion of five (5) years of continuous service with the Company and its Subsidiaries (including, for Participants who are Legacy Johnson Controls Employees, service with Johnson Controls, Inc. and its affiliates prior to the Merger).
|
(j)
|
“Share” means an ordinary share in the capital of the Company.
|
7.
|
Termination of Employment – Risk of Forfeiture.
|
a.
|
Retirement
. If, prior to the settlement of the Units, the Participant terminates employment from the Company and its Affiliates due to Retirement at a time when the Participant’s employment could not have been terminated for Cause, then the Participant shall be eligible to earn a number of Units at the end of the performance period based on actual performance but prorated based on the number of full months of the Participant’s employment during the performance period prior to such termination compared to the total number of full months in the performance period (with an offset for any Units that have previously vested). Any Units subject to this Award that do not become vested under this paragraph as a result of such Retirement and actual performance shall automatically be forfeited and returned to the Company as of the date on which actual performance is determined.
|
b.
|
Death or Disability
. If, prior to the settlement of the Units, the Participant terminates employment from the Company and its Affiliates due to death or Disability at a time when the Participant’s employment could not have been terminated for Cause, then the Participant shall be eligible to earn the Units at the end of the performance period based on actual performance and without pro ration for the number of months of employment during the performance period. Any Units subject to this Award that do not become vested under this paragraph as a result of such termination due to death or Disability and actual performance shall automatically be forfeited and returned to the Company as of the date on which actual performance is determined.
|
c.
|
Divestiture or Outsourcing
. If the Participant’s employment with the Company and its Affiliates terminates as a result of a Disposition of Assets, Disposition of a Subsidiary or Outsourcing Agreement (each as defined below) at a time when the Participant could not have been terminated for Cause, then the Participant shall become vested in a pro rata portion of the target number of Units subject to this Award based on the number of full months of the Participant’s employment during the performance period prior to such Disposition of Assets, Disposition of a Subsidiary or Outsourcing Agreement compared to the total number of full months in the performance period (with an offset for any Units that have previously vested). Any Units subject to this Award that do not become vested under this paragraph as a result of such Disposition of Assets, Disposition of a Subsidiary or Outsourcing Agreement shall automatically be forfeited and returned to the Company as of the date of the Disposition of Assets, Disposition of a Subsidiary or Outsourcing Agreement, as applicable. Notwithstanding the foregoing, the Participant shall not be eligible for such pro rata vesting if (i) the Participant’s termination of employment occurs on or prior to the closing date of such Disposition of Assets or Disposition of a Subsidiary, as applicable, or on such later date as is specifically provided in the applicable transaction agreement or related agreements, or on the effective date of such Outsourcing Agreement applicable to the Participant (the “Applicable Employment Date”), and (ii) the Participant is offered Comparable Employment (as defined below) with the buyer, successor company or outsourcing agent, as applicable, but does not commence such employment on the Applicable Employment Date.
|
d.
|
Involuntary Termination as a Result of the Merger
. If the Participant’s employment with the Company and its Affiliates is terminated by the Company or an Affiliate prior to September 2, 2018 at a time when the Participant could not have been terminated for Cause, then the Participant shall be eligible to earn a number of Units at the end of the performance period based on actual performance but prorated based on the number of full months of the Participant’s employment during the performance period prior to such termination compared to the total number of full months in the performance period (with an offset for any Units that have previously vested). Any Units subject to this Award that do not become vested under this paragraph as a result of such termination and actual performance shall automatically be forfeited and returned to the Company as of the date on which actual performance is determined.
|
e.
|
Other Termination.
If the Participant’s employment terminates for any reason not described above (including for Cause) prior to the settlement of the Units, then this Award shall automatically be forfeited in its entirety immediately upon such termination. The Company may suspend payment or delivery of Shares (without liability for interest thereon) pending the Committee’s determination of whether the Participant was or should have been terminated for Cause or whether the Participant has engaged in Inimical Conduct.
|
|
Year Ended September 30,
|
||||||||||||||||||
(Dollars in millions)
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations attributable to Johnson Controls
|
$
|
(868
|
)
|
|
$
|
1,439
|
|
|
$
|
1,404
|
|
|
$
|
992
|
|
|
$
|
1,003
|
|
Income tax provision
|
2,238
|
|
|
600
|
|
|
407
|
|
|
674
|
|
|
108
|
|
|||||
Income attributable to noncontrolling interests
|
216
|
|
|
112
|
|
|
105
|
|
|
102
|
|
|
119
|
|
|||||
Income from equity affiliates
|
(531
|
)
|
|
(375
|
)
|
|
(395
|
)
|
|
(399
|
)
|
|
(338
|
)
|
|||||
Distributed income of equity affiliates
|
277
|
|
|
231
|
|
|
204
|
|
|
210
|
|
|
190
|
|
|||||
Amortization of previously capitalized interest
|
16
|
|
|
16
|
|
|
16
|
|
|
18
|
|
|
9
|
|
|||||
Fixed charges less capitalized interest
|
450
|
|
|
425
|
|
|
406
|
|
|
414
|
|
|
387
|
|
|||||
Earnings
|
$
|
1,798
|
|
|
$
|
2,448
|
|
|
$
|
2,147
|
|
|
$
|
2,011
|
|
|
$
|
1,478
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest incurred and amortization of debt expense
|
$
|
335
|
|
|
$
|
316
|
|
|
$
|
286
|
|
|
$
|
305
|
|
|
$
|
298
|
|
Estimated portion of interest in rent expense
|
134
|
|
|
134
|
|
|
148
|
|
|
151
|
|
|
144
|
|
|||||
Fixed charges
|
$
|
469
|
|
|
$
|
450
|
|
|
$
|
434
|
|
|
$
|
456
|
|
|
$
|
442
|
|
Less: Interest capitalized during the period
|
(19
|
)
|
|
(25
|
)
|
|
(28
|
)
|
|
(42
|
)
|
|
(55
|
)
|
|||||
Fixed charges less capitalized interest
|
$
|
450
|
|
|
$
|
425
|
|
|
$
|
406
|
|
|
$
|
414
|
|
|
$
|
387
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
|
3.8
|
|
|
5.4
|
|
|
4.9
|
|
|
4.4
|
|
|
3.3
|
|
Name
|
|
Jurisdiction Where Subsidiary is Incorporated
|
|
|
|
Johnson Controls Battery Group, Inc.
|
|
Wisconsin, U.S.A.
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Registration Statement on Post-Effective Amendment Form S-8 to Form S-4 (Registration No. 333-210588)
|
2.
|
Registration Statement on Form S-8 (Registration No. 333-213508)
|
3.
|
Registration Statement on Form S-8 (Registration No. 333-200320)
|
4.
|
Registration Statement on Form S-8 (Registration No. 333-185004)
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5.
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Registration Statement on Form S-8 (Registration No. 333-107489)
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6.
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Registration Statement on Form S-8 (Registration No. 333-113943)
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7.
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Registration Statement on Form S-3 (Registration No. 333-200314-02)
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1.
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I have reviewed this annual report on Form 10-K of Johnson Controls International plc;
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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;
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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;
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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;
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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;
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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
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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
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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 and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Johnson Controls International plc;
|
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, 2016
(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 International plc.
|
|
/s/ Alex A. Molinaroli
|
Alex A. Molinaroli
Chairman and Chief Executive Officer
|
|
/s/ Brian J. Stief
|
Brian J. Stief
Executive Vice President and Chief Financial Officer
|