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þ
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QUARTERLY 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
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Cork, Ireland
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(Address of principal executive offices)
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Large accelerated filer
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þ
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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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(Do not check if a smaller
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Smaller reporting company
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¨
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reporting company)
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Emerging growth company
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¨
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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¨
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Class
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Ordinary Shares Outstanding at June 30, 2017
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Ordinary Shares, $0.01 par value per share
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932,398,758
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Page
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Part I. Financial Information
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Item 1. Financial Statements (unaudited)
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Consolidated Statements of Financial Position at June 30, 2017 and September 30, 2016
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Consolidated Statements of Income for the Three and Nine Month Periods Ended June 30, 2017 and 2016
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Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Month Periods Ended June 30, 2017 and 2016
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Consolidated Statements of Cash Flows for the Nine Month Periods Ended June 30, 2017 and 2016
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Notes to Consolidated Financial Statements
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
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Item 4. Controls and Procedures
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Part II. Other Information
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Item 1. Legal Proceedings
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Item 1A. Risk Factors
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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Item 6. Exhibits
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Signatures
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Johnson Controls International plc
Consolidated Statements of Financial Position
(in millions, except par value; unaudited)
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|||||||
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||||
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June 30, 2017
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September 30, 2016
|
||||
Assets
|
|
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|
||||
|
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|
||||
Cash and cash equivalents
|
$
|
458
|
|
|
$
|
579
|
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Accounts receivable - net
|
6,443
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|
|
6,394
|
|
||
Inventories
|
3,384
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|
|
2,888
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|
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Assets held for sale
|
2,082
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5,812
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|
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Other current assets
|
1,595
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|
1,436
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|
||
Current assets
|
13,962
|
|
|
17,109
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||
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||||
Property, plant and equipment - net
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5,870
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5,632
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|
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Goodwill
|
19,619
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21,024
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|
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Other intangible assets - net
|
6,727
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|
7,540
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|
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Investments in partially-owned affiliates
|
1,159
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|
990
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|
||
Noncurrent assets held for sale
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—
|
|
|
7,374
|
|
||
Other noncurrent assets
|
3,349
|
|
|
3,510
|
|
||
Total assets
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$
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50,686
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$
|
63,179
|
|
|
|
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|
||||
Liabilities and Equity
|
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||||
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|
||||
Short-term debt
|
$
|
1,956
|
|
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$
|
1,078
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Current portion of long-term debt
|
543
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|
628
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|
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Accounts payable
|
3,764
|
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|
4,000
|
|
||
Accrued compensation and benefits
|
1,004
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|
1,333
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|
||
Liabilities held for sale
|
247
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|
4,276
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|
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Other current liabilities
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4,001
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5,016
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Current liabilities
|
11,515
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16,331
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||||
Long-term debt
|
11,772
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11,053
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Pension and postretirement benefits
|
1,330
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|
1,550
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|
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Noncurrent liabilities held for sale
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—
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|
3,888
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|
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Other noncurrent liabilities
|
5,265
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5,033
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Long-term liabilities
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18,367
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21,524
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||||
Commitments and contingencies (Note 22)
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||||
Redeemable noncontrolling interests
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189
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234
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||
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||||
Ordinary shares, $0.01 par value
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9
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9
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|
||
Ordinary A shares, €1.00 par value
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—
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—
|
|
||
Preferred shares, $0.01 par value
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—
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—
|
|
||
Ordinary shares held in treasury, at cost
|
(481
|
)
|
|
(20
|
)
|
||
Capital in excess of par value
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16,343
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16,105
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Retained earnings
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4,589
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9,177
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Accumulated other comprehensive loss
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(729
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)
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(1,153
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)
|
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Shareholders’ equity attributable to Johnson Controls
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19,731
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24,118
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Noncontrolling interests
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884
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972
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Total equity
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20,615
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25,090
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Total liabilities and equity
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$
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50,686
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$
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63,179
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Johnson Controls International plc
Consolidated Statements of Income
(in millions, except per share data; unaudited)
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|||||||||||||||
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||||||||
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Three Months Ended
June 30,
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Nine Months Ended
June 30, |
||||||||||||
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2017
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2016
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2017
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2016
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||||||||
Net sales
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||||||||
Products and systems*
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$
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5,825
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$
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4,196
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$
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16,578
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$
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11,879
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Services*
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1,858
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958
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5,458
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2,704
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||||
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7,683
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5,154
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22,036
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14,583
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||||
Cost of sales
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||||||||
Products and systems*
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4,132
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3,068
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11,919
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8,759
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||||
Services*
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1,120
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|
664
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3,291
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|
|
1,858
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|
||||
|
5,252
|
|
|
3,732
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|
15,210
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|
10,617
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|
||||
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||||||||
Gross profit
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2,431
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|
1,422
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6,826
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3,966
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|
||||
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|
||||||||
Selling, general and administrative expenses
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(1,609
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)
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(895
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)
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(4,905
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)
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(2,641
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)
|
||||
Restructuring and impairment costs
|
(49
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)
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(27
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)
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(226
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)
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(87
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)
|
||||
Net financing charges
|
(124
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)
|
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(65
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)
|
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(376
|
)
|
|
(202
|
)
|
||||
Equity income
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69
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|
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45
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|
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177
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127
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|
||||
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|
||||||||
Income from continuing operations before income taxes
|
718
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|
|
480
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1,496
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|
|
1,163
|
|
||||
|
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|
|
|
|
|
|
||||||||
Income tax provision
|
89
|
|
|
78
|
|
|
570
|
|
|
202
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
629
|
|
|
402
|
|
|
926
|
|
|
961
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income (loss) from discontinued operations, net of tax (Note 5)
|
—
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|
|
57
|
|
|
(34
|
)
|
|
(481
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
629
|
|
|
459
|
|
|
892
|
|
|
480
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations attributable to noncontrolling
interests
|
74
|
|
|
55
|
|
|
147
|
|
|
116
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income from discontinued operations attributable to noncontrolling
interests
|
—
|
|
|
21
|
|
|
9
|
|
|
61
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income attributable to Johnson Controls
|
$
|
555
|
|
|
$
|
383
|
|
|
$
|
736
|
|
|
$
|
303
|
|
|
|
|
|
|
|
|
|
||||||||
Amounts attributable to Johnson Controls ordinary shareholders:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
555
|
|
|
$
|
347
|
|
|
$
|
779
|
|
|
$
|
845
|
|
Income (loss) from discontinued operations
|
—
|
|
|
36
|
|
|
(43
|
)
|
|
(542
|
)
|
||||
Net income
|
$
|
555
|
|
|
$
|
383
|
|
|
$
|
736
|
|
|
$
|
303
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per share attributable to Johnson Controls
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.59
|
|
|
$
|
0.54
|
|
|
$
|
0.83
|
|
|
$
|
1.31
|
|
Discontinued operations
|
0.00
|
|
|
0.06
|
|
|
(0.05
|
)
|
|
(0.84
|
)
|
||||
Net income **
|
$
|
0.59
|
|
|
$
|
0.59
|
|
|
$
|
0.79
|
|
|
$
|
0.47
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings (loss) per share attributable to Johnson Controls
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.59
|
|
|
$
|
0.53
|
|
|
$
|
0.82
|
|
|
$
|
1.30
|
|
Discontinued operations
|
0.00
|
|
|
0.06
|
|
|
(0.05
|
)
|
|
(0.83
|
)
|
||||
Net income **
|
$
|
0.59
|
|
|
$
|
0.59
|
|
|
$
|
0.78
|
|
|
$
|
0.47
|
|
*
|
Products and systems consist of Building Technologies & Solutions and Power Solutions products and systems. Services are Building Technologies & Solutions technical services.
|
**
|
Certain items do not sum due to rounding.
|
Johnson Controls International plc
Consolidated Statements of Comprehensive Income (Loss)
(in millions; unaudited)
|
|||||||||||||||
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended
June 30, |
|
Nine Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
629
|
|
|
$
|
459
|
|
|
$
|
892
|
|
|
$
|
480
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
285
|
|
|
(141
|
)
|
|
(166
|
)
|
|
(115
|
)
|
||||
Realized and unrealized gains (losses) on derivatives
|
(9
|
)
|
|
4
|
|
|
(13
|
)
|
|
6
|
|
||||
Realized and unrealized gains (losses) on marketable securities
|
(3
|
)
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss)
|
273
|
|
|
(137
|
)
|
|
(173
|
)
|
|
(109
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Total comprehensive income
|
902
|
|
|
322
|
|
|
719
|
|
|
371
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income attributable to noncontrolling interests
|
89
|
|
|
74
|
|
|
140
|
|
|
185
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income attributable to Johnson Controls
|
$
|
813
|
|
|
$
|
248
|
|
|
$
|
579
|
|
|
$
|
186
|
|
|
Nine Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Operating Activities
|
|
|
|
||||
Net income attributable to Johnson Controls
|
$
|
736
|
|
|
$
|
303
|
|
Income from continuing operations attributable to noncontrolling interests
|
147
|
|
|
116
|
|
||
Income from discontinued operations attributable to noncontrolling interests
|
9
|
|
|
61
|
|
||
Net income
|
892
|
|
|
480
|
|
||
Adjustments to reconcile net income to cash provided (used) by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
919
|
|
|
680
|
|
||
Pension and postretirement benefit income
|
(184
|
)
|
|
(47
|
)
|
||
Pension and postretirement contributions
|
(275
|
)
|
|
(94
|
)
|
||
Equity in earnings of partially-owned affiliates, net of dividends received
|
(166
|
)
|
|
(202
|
)
|
||
Deferred income taxes
|
1,056
|
|
|
336
|
|
||
Non-cash restructuring and impairment charges
|
70
|
|
|
80
|
|
||
Gain on divestitures
|
—
|
|
|
(14
|
)
|
||
Fair value adjustment of equity investment
|
—
|
|
|
(4
|
)
|
||
Equity-based compensation
|
114
|
|
|
76
|
|
||
Other
|
3
|
|
|
(4
|
)
|
||
Changes in assets and liabilities, excluding acquisitions and divestitures:
|
|
|
|
||||
Accounts receivable
|
(319
|
)
|
|
(113
|
)
|
||
Inventories
|
(585
|
)
|
|
(233
|
)
|
||
Other assets
|
(258
|
)
|
|
(47
|
)
|
||
Restructuring reserves
|
22
|
|
|
68
|
|
||
Accounts payable and accrued liabilities
|
(608
|
)
|
|
(43
|
)
|
||
Accrued income taxes
|
(2,002
|
)
|
|
(223
|
)
|
||
Cash provided (used) by operating activities
|
(1,321
|
)
|
|
696
|
|
||
|
|
|
|
||||
Investing Activities
|
|
|
|
||||
Capital expenditures
|
(996
|
)
|
|
(822
|
)
|
||
Sale of property, plant and equipment
|
23
|
|
|
28
|
|
||
Acquisition of businesses, net of cash acquired
|
(6
|
)
|
|
(133
|
)
|
||
Business divestitures
|
180
|
|
|
54
|
|
||
Changes in long-term investments
|
(33
|
)
|
|
—
|
|
||
Other
|
—
|
|
|
2
|
|
||
Cash used by investing activities
|
(832
|
)
|
|
(871
|
)
|
||
|
|
|
|
||||
Financing Activities
|
|
|
|
||||
Increase in short-term debt - net
|
887
|
|
|
2,085
|
|
||
Increase in long-term debt
|
1,553
|
|
|
—
|
|
||
Repayment of long-term debt
|
(972
|
)
|
|
(824
|
)
|
||
Debt financing costs
|
(18
|
)
|
|
—
|
|
||
Stock repurchases
|
(426
|
)
|
|
(475
|
)
|
||
Payment of cash dividends
|
(469
|
)
|
|
(544
|
)
|
||
Proceeds from the exercise of stock options
|
130
|
|
|
34
|
|
||
Change in noncontrolling interest share
|
8
|
|
|
(2
|
)
|
||
Dividends paid to noncontrolling interests
|
(78
|
)
|
|
(240
|
)
|
||
Dividend from Adient spin-off
|
2,050
|
|
|
—
|
|
||
Cash transferred to Adient related to spin-off
|
(665
|
)
|
|
—
|
|
||
Cash paid related to prior acquisitions
|
(75
|
)
|
|
—
|
|
||
Other
|
(10
|
)
|
|
6
|
|
||
Cash provided by financing activities
|
1,915
|
|
|
40
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
12
|
|
|
5
|
|
||
Cash held for sale
|
105
|
|
|
(76
|
)
|
||
Decrease in cash and cash equivalents
|
(121
|
)
|
|
(206
|
)
|
||
Cash and cash equivalents at beginning of period
|
579
|
|
|
553
|
|
||
Cash and cash equivalents at end of period
|
$
|
458
|
|
|
$
|
347
|
|
1.
|
Financial Statements
|
|
June 30,
2017
|
|
September 30, 2016
|
||||
|
|
|
|
||||
Current assets
|
$
|
2
|
|
|
$
|
284
|
|
Noncurrent assets
|
53
|
|
|
98
|
|
||
Total assets
|
$
|
55
|
|
|
$
|
382
|
|
|
|
|
|
||||
Current liabilities
|
$
|
4
|
|
|
$
|
230
|
|
Noncurrent liabilities
|
43
|
|
|
29
|
|
||
Total liabilities
|
$
|
47
|
|
|
$
|
259
|
|
2.
|
New Accounting Standards
|
3.
|
Merger Transaction
|
(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
|
|
2,084
|
|
|
Inventories
|
|
815
|
|
|
Other current assets
|
|
610
|
|
|
Property, plant, and equipment - net
|
|
1,219
|
|
|
Goodwill
|
|
16,203
|
|
|
Intangible assets - net
|
|
6,304
|
|
|
Other noncurrent assets
|
|
536
|
|
|
Total assets acquired
|
|
$
|
28,260
|
|
|
|
|
||
Short-term debt
|
|
$
|
462
|
|
Accounts payable
|
|
725
|
|
|
Accrued compensation and benefits
|
|
312
|
|
|
Other current liabilities
|
|
1,444
|
|
|
Long-term debt
|
|
6,416
|
|
|
Long-term deferred tax liabilities
|
|
847
|
|
|
Long-term pension and postretirement benefits
|
|
774
|
|
|
Other noncurrent liabilities
|
|
1,436
|
|
|
Total liabilities acquired
|
|
$
|
12,416
|
|
Noncontrolling interests
|
|
37
|
|
|
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
|
|
|
12
|
Completed technology
|
|
1,580
|
|
|
11
|
|
Other definite-lived intangibles
|
|
214
|
|
|
7
|
|
Indefinite-lived trademarks
|
|
2,080
|
|
|
|
|
Other indefinite-lived intangibles
|
|
90
|
|
|
|
|
In-process research and development
|
|
60
|
|
|
|
|
Total identifiable intangible assets
|
|
$
|
6,304
|
|
|
|
4.
|
Acquisitions and Divestitures
|
5.
|
Discontinued Operations
|
|
Three Months Ended June 30,
|
|
Nine Months Ended
June 30, |
||||||||
|
2016
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Net sales
|
$
|
4,362
|
|
|
$
|
1,434
|
|
|
$
|
12,893
|
|
|
|
|
|
|
|
||||||
Income from discontinued operations before income taxes
|
185
|
|
|
1
|
|
|
520
|
|
|||
Provision for income taxes on discontinued operations
|
128
|
|
|
35
|
|
|
1,001
|
|
|||
Income from discontinued operations attributable to noncontrolling
interests, net of tax
|
21
|
|
|
9
|
|
|
61
|
|
|||
Income (loss) from discontinued operations
|
$
|
36
|
|
|
$
|
(43
|
)
|
|
$
|
(542
|
)
|
|
|
September 30, 2016
|
||
|
|
|
||
Cash
|
|
$
|
105
|
|
Cash in escrow related to Adient debt
|
|
2,034
|
|
|
Accounts receivable - net
|
|
2,071
|
|
|
Inventories
|
|
672
|
|
|
Other current assets
|
|
756
|
|
|
Assets held for sale
|
|
$
|
5,638
|
|
|
|
|
||
Property, plant and equipment - net
|
|
$
|
2,240
|
|
Goodwill
|
|
2,385
|
|
|
Other intangible assets - net
|
|
113
|
|
|
Investments in partially-owned affiliates
|
|
1,745
|
|
|
Other noncurrent assets
|
|
891
|
|
|
Noncurrent assets held for sale
|
|
$
|
7,374
|
|
|
|
|
||
Short-term debt
|
|
$
|
41
|
|
Current portion of long-term debt
|
|
38
|
|
|
Accounts payable
|
|
2,764
|
|
|
Accrued compensation and benefits
|
|
430
|
|
|
Other current liabilities
|
|
975
|
|
|
Liabilities held for sale
|
|
$
|
4,248
|
|
|
|
|
||
Long-term debt
|
|
$
|
3,441
|
|
Pension and postretirement benefits
|
|
188
|
|
|
Other noncurrent liabilities
|
|
259
|
|
|
Noncurrent liabilities held for sale
|
|
$
|
3,888
|
|
|
Three Months Ended June 30,
|
|
Nine Months Ended
June 30, |
||||||||
|
2016
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Depreciation and amortization
|
$
|
86
|
|
|
$
|
29
|
|
|
$
|
257
|
|
Equity in earnings of partially-owned affiliates
|
(89
|
)
|
|
(31
|
)
|
|
(260
|
)
|
|||
Deferred income taxes
|
(9
|
)
|
|
562
|
|
|
756
|
|
|||
Non-cash restructuring and impairment charges
|
1
|
|
|
—
|
|
|
15
|
|
|||
Equity-based compensation
|
4
|
|
|
1
|
|
|
11
|
|
|||
Accrued income taxes
|
—
|
|
|
(808
|
)
|
|
—
|
|
|||
Capital expenditures
|
(96
|
)
|
|
(91
|
)
|
|
(271
|
)
|
|
June 30, 2017
|
|
September 30, 2016
|
||||
|
|
|
|
||||
Accounts receivable - net
|
$
|
101
|
|
|
$
|
9
|
|
Inventories
|
73
|
|
|
7
|
|
||
Other current assets
|
8
|
|
|
3
|
|
||
Property, plant and equipment - net
|
76
|
|
|
15
|
|
||
Goodwill
|
1,270
|
|
|
89
|
|
||
Other intangible assets - net
|
554
|
|
|
30
|
|
||
Other noncurrent assets
|
—
|
|
|
4
|
|
||
Assets held for sale
|
$
|
2,082
|
|
|
$
|
157
|
|
|
|
|
|
||||
Accounts payable
|
$
|
34
|
|
|
$
|
9
|
|
Accrued compensation and benefits
|
10
|
|
|
—
|
|
||
Other current liabilities
|
22
|
|
|
19
|
|
||
Other noncurrent liabilities
|
181
|
|
|
—
|
|
||
Liabilities held for sale
|
$
|
247
|
|
|
$
|
28
|
|
6.
|
Percentage-of-Completion Contracts
|
7.
|
Inventories
|
|
June 30, 2017
|
|
September 30, 2016
|
||||
|
|
|
|
||||
Raw materials and supplies
|
$
|
800
|
|
|
$
|
852
|
|
Work-in-process
|
683
|
|
|
503
|
|
||
Finished goods
|
1,901
|
|
|
1,533
|
|
||
Inventories
|
$
|
3,384
|
|
|
$
|
2,888
|
|
8.
|
Goodwill and Other Intangible Assets
|
|
|
|
Business Acquisitions
|
|
Business Divestitures
|
|
Currency Translation and Other
|
|
|
||||||||||
|
September 30,
|
|
|
|
|
June 30,
|
|||||||||||||
|
2016
|
|
|
|
|
2017
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Building
Technologies & Solutions
|
|
|
|
|
|
|
|
|
|
||||||||||
Building Efficiency
|
|
|
|
|
|
|
|
|
|
||||||||||
Systems and Service North America
|
$
|
975
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
975
|
|
Products North America
|
1,697
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
1,700
|
|
|||||
Asia
|
657
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
634
|
|
|||||
Rest of World
|
301
|
|
|
1
|
|
|
—
|
|
|
4
|
|
|
306
|
|
|||||
Tyco
|
16,308
|
|
|
(160
|
)
|
|
(1,270
|
)
|
|
40
|
|
|
14,918
|
|
|||||
Power Solutions
|
1,086
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,086
|
|
|||||
Total
|
$
|
21,024
|
|
|
$
|
(158
|
)
|
|
$
|
(1,270
|
)
|
|
$
|
23
|
|
|
$
|
19,619
|
|
|
June 30, 2017
|
|
September 30, 2016
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Amortized intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Technology
|
$
|
1,231
|
|
|
$
|
(129
|
)
|
|
$
|
1,102
|
|
|
$
|
1,528
|
|
|
$
|
(24
|
)
|
|
$
|
1,504
|
|
Customer relationships
|
3,116
|
|
|
(397
|
)
|
|
2,719
|
|
|
3,168
|
|
|
(226
|
)
|
|
2,942
|
|
||||||
Miscellaneous
|
526
|
|
|
(244
|
)
|
|
282
|
|
|
519
|
|
|
(130
|
)
|
|
389
|
|
||||||
Total amortized intangible assets
|
4,873
|
|
|
(770
|
)
|
|
4,103
|
|
|
5,215
|
|
|
(380
|
)
|
|
4,835
|
|
||||||
Unamortized intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks/trade names
|
2,497
|
|
|
—
|
|
|
2,497
|
|
|
2,555
|
|
|
—
|
|
|
2,555
|
|
||||||
Miscellaneous
|
127
|
|
|
—
|
|
|
127
|
|
|
150
|
|
|
—
|
|
|
150
|
|
||||||
Total intangible assets
|
$
|
7,497
|
|
|
$
|
(770
|
)
|
|
$
|
6,727
|
|
|
$
|
7,920
|
|
|
$
|
(380
|
)
|
|
$
|
7,540
|
|
9.
|
Significant Restructuring and Impairment Costs
|
|
Employee Severance and Termination Benefits
|
|
Long-Lived Asset Impairments
|
|
Other
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Original reserve
|
$
|
62
|
|
|
$
|
15
|
|
|
$
|
1
|
|
|
$
|
78
|
|
Utilized—noncash
|
—
|
|
|
(15
|
)
|
|
(1
|
)
|
|
(16
|
)
|
||||
Balance at December 31, 2016
|
$
|
62
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
62
|
|
Additional restructuring costs
|
67
|
|
|
23
|
|
|
9
|
|
|
99
|
|
||||
Utilized—cash
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
||||
Utilized—noncash
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
||||
Balance at March 31, 2017
|
$
|
116
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
125
|
|
Additional restructuring costs
|
16
|
|
|
31
|
|
|
2
|
|
|
49
|
|
||||
Utilized—cash
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
||||
Utilized—noncash
|
—
|
|
|
(31
|
)
|
|
(1
|
)
|
|
(32
|
)
|
||||
Balance at June 30, 2017
|
$
|
98
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
108
|
|
|
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
|
|
Adient spin-off impact
|
(194
|
)
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
(216
|
)
|
|||||
Utilized—cash
|
(56
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(58
|
)
|
|||||
Utilized—noncash
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||
Transfer to liabilities held for sale
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||
Adjustment to acquired Tyco
restructuring reserves
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Balance at June 30, 2017
|
$
|
157
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
163
|
|
10.
|
Income Taxes
|
Tax Jurisdiction
|
|
Tax Years Covered
|
|
|
|
Belgium
|
|
2015 - 2016
|
Brazil
|
|
2011 - 2012
|
Canada
|
|
2012 - 2014
|
France
|
|
2010 - 2015
|
Germany
|
|
2007 - 2015
|
Spain
|
|
2010 - 2014
|
United Kingdom
|
|
2011 - 2014
|
11.
|
Pension and Postretirement Plans
|
|
U.S. Pension Plans
|
||||||||||||||
|
Three Months Ended
June 30,
|
|
Nine Months Ended
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
13
|
|
|
$
|
12
|
|
Interest cost
|
28
|
|
|
26
|
|
|
85
|
|
|
76
|
|
||||
Expected return on plan assets
|
(57
|
)
|
|
(47
|
)
|
|
(174
|
)
|
|
(139
|
)
|
||||
Net actuarial (gain) loss
|
45
|
|
|
—
|
|
|
(90
|
)
|
|
—
|
|
||||
Settlement (gain) loss
|
1
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
||||
Net periodic benefit cost (credit)
|
$
|
21
|
|
|
$
|
(17
|
)
|
|
$
|
(174
|
)
|
|
$
|
(51
|
)
|
|
Non-U.S. Pension Plans
|
||||||||||||||
|
Three Months Ended
June 30,
|
|
Nine Months Ended
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
8
|
|
|
$
|
4
|
|
|
$
|
24
|
|
|
$
|
9
|
|
Interest cost
|
13
|
|
|
7
|
|
|
36
|
|
|
19
|
|
||||
Expected return on plan assets
|
(23
|
)
|
|
(7
|
)
|
|
(68
|
)
|
|
(22
|
)
|
||||
Net periodic benefit cost (credit)
|
$
|
(2
|
)
|
|
$
|
4
|
|
|
$
|
(8
|
)
|
|
$
|
6
|
|
|
Postretirement Benefits
|
||||||||||||||
|
Three Months Ended
June 30,
|
|
Nine Months Ended
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest cost
|
1
|
|
|
2
|
|
|
4
|
|
|
5
|
|
||||
Expected return on plan assets
|
(2
|
)
|
|
(3
|
)
|
|
(7
|
)
|
|
(7
|
)
|
||||
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Net periodic benefit credit
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
(2
|
)
|
12.
|
Debt and Financing Arrangements
|
|
Three Months Ended
June 30,
|
|
Nine Months Ended
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Interest expense, net of capitalized interest costs
|
$
|
115
|
|
|
$
|
66
|
|
|
$
|
343
|
|
|
$
|
203
|
|
Banking fees and bond cost amortization
|
14
|
|
|
7
|
|
|
55
|
|
|
19
|
|
||||
Interest income
|
(4
|
)
|
|
(4
|
)
|
|
(16
|
)
|
|
(8
|
)
|
||||
Net foreign exchange results for financing activities
|
(1
|
)
|
|
(4
|
)
|
|
(6
|
)
|
|
(12
|
)
|
||||
Net financing charges
|
$
|
124
|
|
|
$
|
65
|
|
|
$
|
376
|
|
|
$
|
202
|
|
13.
|
Stock-Based Compensation
|
|
Nine Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
||||||||||
|
Number Granted
|
|
Weighted Average Grant Date Fair Value
|
|
Number Granted
|
|
Weighted Average Grant Date Fair Value
|
||||||
|
|
|
|
|
|
|
|
||||||
Stock options
|
2,841,686
|
|
|
$
|
7.81
|
|
|
961,705
|
|
|
$
|
13.14
|
|
Stock appreciation rights
|
15,693
|
|
|
8.28
|
|
|
54,749
|
|
|
13.15
|
|
||
Restricted stock/units
|
1,671,677
|
|
|
41.75
|
|
|
2,290,575
|
|
|
43.68
|
|
||
Performance shares
|
846,725
|
|
|
48.40
|
|
|
—
|
|
|
—
|
|
|
Nine Months Ended
June 30, |
||
|
2017
|
|
2016
|
Expected life of option (years)
|
4.75 & 6.5
|
|
6.4
|
Risk-free interest rate
|
1.23% - 1.93%
|
|
1.64%
|
Expected volatility of the Company’s stock
|
24.60%
|
|
36.00%
|
Expected dividend yield on the Company’s stock
|
2.21%
|
|
2.11%
|
|
Nine Months Ended
June 30, 2017 |
Risk-free interest rate
|
1.40%
|
Expected volatility of the Company’s stock
|
21.00%
|
14.
|
Earnings Per Share
|
|
Three Months Ended
June 30,
|
|
Nine Months Ended
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Income Available to Ordinary Shareholders
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
555
|
|
|
$
|
347
|
|
|
$
|
779
|
|
|
$
|
845
|
|
Income (loss) from discontinued operations
|
—
|
|
|
36
|
|
|
(43
|
)
|
|
(542
|
)
|
||||
Basic and diluted income available to
shareholders
|
$
|
555
|
|
|
$
|
383
|
|
|
$
|
736
|
|
|
$
|
303
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted Average Shares Outstanding
|
|
|
|
|
|
|
|
||||||||
Basic weighted average shares outstanding
|
935.4
|
|
|
644.9
|
|
|
937.2
|
|
|
647.0
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Stock options, unvested restricted stock and
unvested performance share awards
|
9.0
|
|
|
4.8
|
|
|
9.6
|
|
|
4.5
|
|
||||
Diluted weighted average shares outstanding
|
944.4
|
|
|
649.7
|
|
|
946.8
|
|
|
651.5
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Antidilutive Securities
|
|
|
|
|
|
|
|
||||||||
Options to purchase shares
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
15.
|
Equity and Noncontrolling Interests
|
|
Three Months Ended June 30, 2017
|
|
Three Months Ended June 30, 2016
|
||||||||||||||||||||
|
Equity
Attributable to
Johnson Controls International plc
|
|
Equity
Attributable to
Noncontrolling
Interests
|
|
Total
Equity
|
|
Equity
Attributable to
Johnson Controls International plc
|
|
Equity
Attributable to
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance, March 31
|
$
|
19,388
|
|
|
$
|
813
|
|
|
$
|
20,201
|
|
|
$
|
9,984
|
|
|
$
|
898
|
|
|
$
|
10,882
|
|
Total comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
555
|
|
|
66
|
|
|
621
|
|
|
383
|
|
|
59
|
|
|
442
|
|
||||||
Foreign currency translation adjustments
|
268
|
|
|
3
|
|
|
271
|
|
|
(141
|
)
|
|
3
|
|
|
(138
|
)
|
||||||
Realized and unrealized gains (losses) on derivatives
|
(7
|
)
|
|
(1
|
)
|
|
(8
|
)
|
|
6
|
|
|
(2
|
)
|
|
4
|
|
||||||
Realized and unrealized losses on marketable securities
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive income (loss)
|
258
|
|
|
2
|
|
|
260
|
|
|
(135
|
)
|
|
1
|
|
|
(134
|
)
|
||||||
Comprehensive income
|
813
|
|
|
68
|
|
|
881
|
|
|
248
|
|
|
60
|
|
|
308
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other changes in equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash dividends—ordinary shares
|
(234
|
)
|
|
—
|
|
|
(234
|
)
|
|
(189
|
)
|
|
—
|
|
|
(189
|
)
|
||||||
Dividends attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|
(35
|
)
|
||||||
Repurchases of ordinary shares
|
(307
|
)
|
|
—
|
|
|
(307
|
)
|
|
(475
|
)
|
|
—
|
|
|
(475
|
)
|
||||||
Change in noncontrolling interest share
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
Other, including options exercised
|
71
|
|
|
—
|
|
|
71
|
|
|
31
|
|
|
—
|
|
|
31
|
|
||||||
Ending balance, June 30
|
$
|
19,731
|
|
|
$
|
884
|
|
|
$
|
20,615
|
|
|
$
|
9,599
|
|
|
$
|
924
|
|
|
$
|
10,523
|
|
|
Nine Months Ended June 30, 2017
|
|
Nine Months Ended June 30, 2016
|
||||||||||||||||||||
|
Equity
Attributable to
Johnson Controls International plc
|
|
Equity
Attributable to
Noncontrolling
Interests
|
|
Total
Equity
|
|
Equity
Attributable to
Johnson Controls International plc
|
|
Equity
Attributable to
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance, September 30
|
$
|
24,118
|
|
|
$
|
972
|
|
|
$
|
25,090
|
|
|
$
|
10,376
|
|
|
$
|
163
|
|
|
$
|
10,539
|
|
Total comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
736
|
|
|
127
|
|
|
863
|
|
|
303
|
|
|
129
|
|
|
432
|
|
||||||
Foreign currency translation adjustments
|
(150
|
)
|
|
(22
|
)
|
|
(172
|
)
|
|
(126
|
)
|
|
12
|
|
|
(114
|
)
|
||||||
Realized and unrealized gains (losses) on derivatives
|
(13
|
)
|
|
1
|
|
|
(12
|
)
|
|
9
|
|
|
(1
|
)
|
|
8
|
|
||||||
Realized and unrealized gains on marketable securities
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive income (loss)
|
(157
|
)
|
|
(21
|
)
|
|
(178
|
)
|
|
(117
|
)
|
|
11
|
|
|
(106
|
)
|
||||||
Comprehensive income
|
579
|
|
|
106
|
|
|
685
|
|
|
186
|
|
|
140
|
|
|
326
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other changes in equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash dividends—ordinary shares
|
(705
|
)
|
|
—
|
|
|
(705
|
)
|
|
(566
|
)
|
|
—
|
|
|
(566
|
)
|
||||||
Dividends attributable to noncontrolling interests
|
—
|
|
|
(47
|
)
|
|
(47
|
)
|
|
—
|
|
|
(71
|
)
|
|
(71
|
)
|
||||||
Repurchases of ordinary shares
|
(426
|
)
|
|
—
|
|
|
(426
|
)
|
|
(475
|
)
|
|
—
|
|
|
(475
|
)
|
||||||
Change in noncontrolling interest share
|
—
|
|
|
(9
|
)
|
|
(9
|
)
|
|
—
|
|
|
692
|
|
|
692
|
|
||||||
Spin-off of Adient
|
(4,038
|
)
|
|
(138
|
)
|
|
(4,176
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other, including options exercised
|
203
|
|
|
—
|
|
|
203
|
|
|
78
|
|
|
—
|
|
|
78
|
|
||||||
Ending balance, June 30
|
$
|
19,731
|
|
|
$
|
884
|
|
|
$
|
20,615
|
|
|
$
|
9,599
|
|
|
$
|
924
|
|
|
$
|
10,523
|
|
|
Three Months Ended
June 30,
|
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Beginning balance, March 31
|
$
|
168
|
|
|
$
|
237
|
|
Net income
|
8
|
|
|
17
|
|
||
Foreign currency translation adjustments
|
14
|
|
|
(3
|
)
|
||
Realized and unrealized losses on derivatives
|
(1
|
)
|
|
—
|
|
||
Ending balance, June 30
|
$
|
189
|
|
|
$
|
251
|
|
|
Nine Months Ended
June 30,
|
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Beginning balance, September 30
|
$
|
234
|
|
|
$
|
212
|
|
Net income
|
29
|
|
|
48
|
|
||
Foreign currency translation adjustments
|
6
|
|
|
(1
|
)
|
||
Realized and unrealized losses on derivatives
|
(1
|
)
|
|
(2
|
)
|
||
Dividends
|
(43
|
)
|
|
(6
|
)
|
||
Spin-off of Adient
|
(36
|
)
|
|
—
|
|
||
Ending balance, June 30
|
$
|
189
|
|
|
$
|
251
|
|
|
Three Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Foreign currency translation adjustments
|
|
|
|
||||
Balance at beginning of period
|
$
|
(1,007
|
)
|
|
$
|
(1,032
|
)
|
Aggregate adjustment for the period (net of tax effect of $(5) and $(5))
|
268
|
|
|
(141
|
)
|
||
Balance at end of period
|
(739
|
)
|
|
(1,173
|
)
|
||
|
|
|
|
||||
Realized and unrealized gains (losses) on derivatives
|
|
|
|
||||
Balance at beginning of period
|
14
|
|
|
(4
|
)
|
||
Current period changes in fair value (net of tax effect of $(1) and $(1))
|
(1
|
)
|
|
(3
|
)
|
||
Reclassification to income (net of tax effect of $(5) and $1) *
|
(6
|
)
|
|
9
|
|
||
Balance at end of period
|
7
|
|
|
2
|
|
||
|
|
|
|
||||
Realized and unrealized gains (losses) on marketable securities
|
|
|
|
||||
Balance at beginning of period
|
8
|
|
|
—
|
|
||
Current period changes in fair value (net of tax effect of $1)
|
(3
|
)
|
|
—
|
|
||
Balance at end of period
|
5
|
|
|
—
|
|
||
|
|
|
|
||||
Pension and postretirement plans
|
|
|
|
||||
Balance at beginning of period
|
(2
|
)
|
|
(3
|
)
|
||
Reclassification to income (net of tax effect of $0) **
|
—
|
|
|
—
|
|
||
Balance at end of period
|
(2
|
)
|
|
(3
|
)
|
||
|
|
|
|
||||
Accumulated other comprehensive loss, end of period
|
$
|
(729
|
)
|
|
$
|
(1,174
|
)
|
|
Nine Months Ended
June 30,
|
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Foreign currency translation adjustments
|
|
|
|
||||
Balance at beginning of period
|
$
|
(1,152
|
)
|
|
$
|
(1,047
|
)
|
Aggregate adjustment for the period (net of tax effect of $0 and $(4))
|
(150
|
)
|
|
(126
|
)
|
||
Adient spin-off impact (net of tax effect of $0)
|
563
|
|
|
—
|
|
||
Balance at end of period
|
(739
|
)
|
|
(1,173
|
)
|
||
|
|
|
|
||||
Realized and unrealized gains (losses) on derivatives
|
|
|
|
||||
Balance at beginning of period
|
4
|
|
|
(7
|
)
|
||
Current period changes in fair value (net of tax effect of $3 and $(2))
|
6
|
|
|
(9
|
)
|
||
Reclassification to income (net of tax effect of $(12) and $5) *
|
(19
|
)
|
|
18
|
|
||
Adient spin-off impact (net of tax effect of $6 and $0)
|
16
|
|
|
—
|
|
||
Balance at end of period
|
7
|
|
|
2
|
|
||
|
|
|
|
||||
Realized and unrealized gains (losses) on marketable securities
|
|
|
|
||||
Balance at beginning of period
|
(1
|
)
|
|
—
|
|
||
Current period changes in fair value (net of tax effect of $1)
|
6
|
|
|
—
|
|
||
Balance at end of period
|
5
|
|
|
—
|
|
||
|
|
|
|
||||
Pension and postretirement plans
|
|
|
|
||||
Balance at beginning of period
|
(4
|
)
|
|
(3
|
)
|
||
Reclassification to income (net of tax effect of $0) **
|
—
|
|
|
(1
|
)
|
||
Adient spin-off impact (net of tax effect of $0)
|
2
|
|
|
—
|
|
||
Other changes (net of tax effect of $0)
|
—
|
|
|
1
|
|
||
Balance at end of period
|
(2
|
)
|
|
(3
|
)
|
||
|
|
|
|
||||
Accumulated other comprehensive loss, end of period
|
$
|
(729
|
)
|
|
$
|
(1,174
|
)
|
16.
|
Derivative Instruments and Hedging Activities
|
|
|
|
|
Volume Outstanding as of
|
||||
Commodity
|
|
Units
|
|
June 30, 2017
|
|
September 30, 2016
|
||
|
|
|
|
|
|
|
||
Copper
|
|
Pounds
|
|
6,200,000
|
|
|
5,849,000
|
|
Polypropylene
|
|
Pounds
|
|
18,000,000
|
|
|
—
|
|
Lead
|
|
Metric Tons
|
|
8,645
|
|
|
5,185
|
|
Aluminum
|
|
Metric Tons
|
|
2,860
|
|
|
2,620
|
|
Tin
|
|
Metric Tons
|
|
2,225
|
|
|
185
|
|
|
Derivatives and Hedging Activities Designated
as Hedging Instruments under ASC 815
|
|
Derivatives and Hedging Activities Not
Designated as Hedging Instruments under ASC 815
|
||||||||||||
|
June 30,
|
|
September 30,
|
|
June 30,
|
|
September 30,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Other current assets
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
$
|
7
|
|
|
$
|
41
|
|
|
$
|
26
|
|
|
$
|
49
|
|
Commodity derivatives
|
3
|
|
|
4
|
|
|
—
|
|
|
—
|
|
||||
Other noncurrent assets
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Equity swap
|
—
|
|
|
—
|
|
|
59
|
|
|
—
|
|
||||
Total assets
|
$
|
10
|
|
|
$
|
46
|
|
|
$
|
85
|
|
|
$
|
49
|
|
|
|
|
|
|
|
|
|
||||||||
Other current liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
$
|
6
|
|
|
$
|
48
|
|
|
$
|
13
|
|
|
$
|
18
|
|
Commodity derivatives
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Liabilities held for sale
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
||||
Current portion of long-term debt
|
|
|
|
|
|
|
|
||||||||
Fixed rate debt swapped to floating
|
—
|
|
|
551
|
|
|
—
|
|
|
—
|
|
||||
Long-term debt
|
|
|
|
|
|
|
|
||||||||
Foreign currency denominated debt
|
1,693
|
|
|
938
|
|
|
—
|
|
|
—
|
|
||||
Fixed rate debt swapped to floating
|
—
|
|
|
301
|
|
|
—
|
|
|
—
|
|
||||
Noncurrent liabilities held for sale
|
|
|
|
|
|
|
|
||||||||
Foreign currency denominated debt
|
—
|
|
|
1,119
|
|
|
—
|
|
|
—
|
|
||||
Total liabilities
|
$
|
1,700
|
|
|
$
|
2,957
|
|
|
$
|
13
|
|
|
$
|
23
|
|
|
Fair Value of Assets
|
|
Fair Value of Liabilities
|
||||||||||||
|
June 30,
|
|
September 30,
|
|
June 30,
|
|
September 30,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Gross amount recognized
|
$
|
95
|
|
|
$
|
95
|
|
|
$
|
1,713
|
|
|
$
|
2,980
|
|
Gross amount eligible for offsetting
|
(18
|
)
|
|
(21
|
)
|
|
(18
|
)
|
|
(21
|
)
|
||||
Net amount
|
$
|
77
|
|
|
$
|
74
|
|
|
$
|
1,695
|
|
|
$
|
2,959
|
|
Derivatives in ASC 815 Cash Flow Hedging Relationships
|
|
Three Months Ended June 30,
|
|
Nine Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|||||||||
Foreign currency exchange derivatives
|
|
$
|
(3
|
)
|
|
$
|
(5
|
)
|
|
$
|
3
|
|
|
$
|
(11
|
)
|
Commodity derivatives
|
|
1
|
|
|
1
|
|
|
6
|
|
|
—
|
|
||||
Total
|
|
$
|
(2
|
)
|
|
$
|
(4
|
)
|
|
$
|
9
|
|
|
$
|
(11
|
)
|
Derivatives in ASC 815 Cash Flow
Hedging Relationships
|
|
Location of Gain (Loss) Reclassified
from AOCI into Income
|
|
Three Months Ended June 30,
|
|
Nine Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|||||||||||
Foreign currency exchange derivatives
|
|
Cost of sales
|
|
$
|
8
|
|
|
$
|
2
|
|
|
$
|
24
|
|
|
$
|
11
|
|
Foreign currency exchange derivatives
|
|
Loss from discontinued operations
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(24
|
)
|
||||
Commodity derivatives
|
|
Cost of sales
|
|
3
|
|
|
(2
|
)
|
|
7
|
|
|
(11
|
)
|
||||
Forward treasury locks
|
|
Net financing charges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Total
|
|
|
|
$
|
11
|
|
|
$
|
(10
|
)
|
|
$
|
31
|
|
|
$
|
(23
|
)
|
Derivatives in ASC 815 Fair Value
Hedging Relationships
|
|
Location of Gain (Loss)
Recognized in Income on Derivative
|
|
Three Months Ended June 30,
|
|
Nine Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|||||||||||
Interest rate swap
|
|
Net financing charges
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
(3
|
)
|
Fixed rate debt swapped to floating
|
|
Net financing charges
|
|
—
|
|
|
—
|
|
|
2
|
|
|
3
|
|
||||
Total
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
|
|
|
Amount of Gain (Loss) Recognized in Income on Derivative
|
||||||||||||||
Derivatives Not Designated as Hedging Instruments under ASC 815
|
|
Location of Gain (Loss)
Recognized in Income on Derivative
|
|
Three Months Ended June 30,
|
|
Nine Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|||||||||||
Foreign currency exchange derivatives
|
|
Cost of sales
|
|
$
|
(4
|
)
|
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
$
|
4
|
|
Foreign currency exchange derivatives
|
|
Net financing charges
|
|
51
|
|
|
(14
|
)
|
|
60
|
|
|
(21
|
)
|
||||
Foreign currency exchange derivatives
|
|
Income tax provision
|
|
1
|
|
|
5
|
|
|
(2
|
)
|
|
5
|
|
||||
Foreign currency exchange derivatives
|
|
Income (loss) from discontinued operations
|
|
—
|
|
|
(5
|
)
|
|
5
|
|
|
(16
|
)
|
||||
Equity swap
|
|
Selling, general and administrative
|
|
2
|
|
|
20
|
|
|
2
|
|
|
12
|
|
||||
Total
|
|
|
|
$
|
50
|
|
|
$
|
7
|
|
|
$
|
64
|
|
|
$
|
(16
|
)
|
17.
|
Fair Value Measurements
|
|
Fair Value Measurements Using:
|
||||||||||||||
|
Total as of
June 30, 2017
|
|
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
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
33
|
|
|
$
|
—
|
|
Commodity derivatives
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Exchange traded funds (fixed income)
1
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
||||
Other noncurrent assets
|
|
|
|
|
|
|
|
||||||||
Investments in marketable common stock
|
15
|
|
|
15
|
|
|
—
|
|
|
—
|
|
||||
Deferred compensation plan assets
|
89
|
|
|
89
|
|
|
—
|
|
|
—
|
|
||||
Exchange traded funds (fixed income)
1
|
154
|
|
|
154
|
|
|
—
|
|
|
—
|
|
||||
Exchange traded funds (equity)
1
|
96
|
|
|
96
|
|
|
—
|
|
|
—
|
|
||||
Equity swap
|
59
|
|
|
59
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
$
|
463
|
|
|
$
|
427
|
|
|
$
|
36
|
|
|
$
|
—
|
|
Other current liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
—
|
|
Commodity derivatives
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Long-term debt
|
|
|
|
|
|
|
|
||||||||
Foreign currency denominated debt
|
1,693
|
|
|
1,693
|
|
|
—
|
|
|
—
|
|
||||
Total liabilities
|
$
|
1,713
|
|
|
$
|
1,693
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
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
|
$
|
66
|
|
|
$
|
—
|
|
|
$
|
66
|
|
|
$
|
—
|
|
Liabilities held for sale
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
Current portion of long-term debt
|
|
|
|
|
|
|
|
||||||||
Fixed rate debt swapped to floating
|
551
|
|
|
—
|
|
|
551
|
|
|
—
|
|
||||
Long-term debt
|
|
|
|
|
|
|
|
||||||||
Foreign currency denominated debt
|
938
|
|
|
938
|
|
|
—
|
|
|
—
|
|
||||
Fixed rate debt swapped to floating
|
301
|
|
|
—
|
|
|
301
|
|
|
—
|
|
||||
Noncurrent liabilities held for sale
|
|
|
|
|
|
|
|
||||||||
Foreign currency denominated debt
|
1,119
|
|
|
1,119
|
|
|
—
|
|
|
—
|
|
||||
Total liabilities
|
$
|
2,980
|
|
|
$
|
2,057
|
|
|
$
|
923
|
|
|
$
|
—
|
|
18.
|
Impairment of Long-Lived Assets
|
19.
|
Segment Information
|
•
|
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.
|
|
Net Sales
|
||||||||||||||
|
Three Months Ended
June 30, |
|
Nine Months Ended
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Building Technologies & Solutions
|
|
|
|
|
|
|
|
||||||||
Building Efficiency
|
|
|
|
|
|
|
|
||||||||
Systems and Service North America
|
$
|
1,128
|
|
|
$
|
1,113
|
|
|
$
|
3,103
|
|
|
$
|
3,131
|
|
Products North America
|
698
|
|
|
690
|
|
|
1,826
|
|
|
1,793
|
|
||||
Asia
|
1,456
|
|
|
1,361
|
|
|
3,671
|
|
|
3,515
|
|
||||
Rest of World
|
456
|
|
|
471
|
|
|
1,278
|
|
|
1,302
|
|
||||
|
3,738
|
|
|
3,635
|
|
|
9,878
|
|
|
9,741
|
|
||||
Tyco
|
2,336
|
|
|
—
|
|
|
6,953
|
|
|
—
|
|
||||
|
6,074
|
|
|
3,635
|
|
|
16,831
|
|
|
9,741
|
|
||||
Power Solutions
|
1,609
|
|
|
1,519
|
|
|
5,205
|
|
|
4,842
|
|
||||
Total net sales
|
$
|
7,683
|
|
|
$
|
5,154
|
|
|
$
|
22,036
|
|
|
$
|
14,583
|
|
|
Segment EBITA
|
||||||||||||||
|
Three Months Ended
June 30, |
|
Nine Months Ended
June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Building Technologies & Solutions
|
|
|
|
|
|
|
|
||||||||
Building Efficiency
|
|
|
|
|
|
|
|
||||||||
Systems and Service North America
|
$
|
126
|
|
|
$
|
142
|
|
|
$
|
291
|
|
|
$
|
342
|
|
Products North America
|
98
|
|
|
96
|
|
|
192
|
|
|
176
|
|
||||
Asia
|
246
|
|
|
180
|
|
|
483
|
|
|
368
|
|
||||
Rest of World
|
26
|
|
|
22
|
|
|
25
|
|
|
29
|
|
||||
|
496
|
|
|
440
|
|
|
991
|
|
|
915
|
|
||||
Tyco
|
416
|
|
|
—
|
|
|
1,009
|
|
|
—
|
|
||||
|
912
|
|
|
440
|
|
|
2,000
|
|
|
915
|
|
||||
Power Solutions
|
304
|
|
|
280
|
|
|
996
|
|
|
922
|
|
||||
Segment EBITA
|
$
|
1,216
|
|
|
$
|
720
|
|
|
$
|
2,996
|
|
|
$
|
1,837
|
|
|
|
|
|
|
|
|
|
||||||||
Corporate expenses
|
(172
|
)
|
|
(126
|
)
|
|
(605
|
)
|
|
(323
|
)
|
||||
Amortization of intangible assets
|
(108
|
)
|
|
(22
|
)
|
|
(383
|
)
|
|
(62
|
)
|
||||
Restructuring and impairment costs
|
(49
|
)
|
|
(27
|
)
|
|
(226
|
)
|
|
(87
|
)
|
||||
Net mark-to-market adjustments on pension
plans
|
(45
|
)
|
|
—
|
|
|
90
|
|
|
—
|
|
||||
Net financing charges
|
(124
|
)
|
|
(65
|
)
|
|
(376
|
)
|
|
(202
|
)
|
||||
Income from continuing operations before
income taxes
|
$
|
718
|
|
|
$
|
480
|
|
|
$
|
1,496
|
|
|
$
|
1,163
|
|
20.
|
Guarantees
|
|
Nine Months Ended
June 30, |
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Balance at beginning of period
|
$
|
374
|
|
|
$
|
288
|
|
Accruals for warranties issued during the period
|
221
|
|
|
230
|
|
||
Accruals from acquisition and divestitures (1)
|
2
|
|
|
53
|
|
||
Accruals related to pre-existing warranties
|
(5
|
)
|
|
(7
|
)
|
||
Settlements made (in cash or in kind) during the period
|
(199
|
)
|
|
(220
|
)
|
||
Currency translation
|
(1
|
)
|
|
2
|
|
||
Balance at end of period
|
$
|
392
|
|
|
$
|
346
|
|
21.
|
Tyco International Finance S.A.
|
(in millions)
|
Johnson Controls
International plc
|
|
Tyco Fire & Security Finance SCA
|
|
Tyco International Finance S.A.
|
|
Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,683
|
|
|
$
|
—
|
|
|
$
|
7,683
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
|
|
|
5,252
|
|
|
—
|
|
|
5,252
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross profit
|
—
|
|
|
—
|
|
|
—
|
|
|
2,431
|
|
|
—
|
|
|
2,431
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selling, general and administrative
expenses
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1,608
|
)
|
|
—
|
|
|
(1,609
|
)
|
||||||
Restructuring and impairment costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
—
|
|
|
(49
|
)
|
||||||
Net financing charges
|
(59
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|
(61
|
)
|
|
—
|
|
|
(124
|
)
|
||||||
Equity income
|
626
|
|
|
468
|
|
|
68
|
|
|
69
|
|
|
(1,162
|
)
|
|
69
|
|
||||||
Intercompany interest and fees
|
(11
|
)
|
|
89
|
|
|
(5
|
)
|
|
(73
|
)
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income from continuing
operations before income taxes
|
555
|
|
|
556
|
|
|
60
|
|
|
709
|
|
|
(1,162
|
)
|
|
718
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income tax provision
|
—
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|
—
|
|
|
89
|
|
||||||
Net income
|
555
|
|
|
556
|
|
|
60
|
|
|
620
|
|
|
(1,162
|
)
|
|
629
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income from continuing operations
attributable to noncontrolling
interests
|
—
|
|
|
—
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
74
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income attributable to Johnson
Controls
|
$
|
555
|
|
|
$
|
556
|
|
|
$
|
60
|
|
|
$
|
546
|
|
|
$
|
(1,162
|
)
|
|
$
|
555
|
|
(in millions)
|
Johnson Controls
International
plc
|
|
Tyco Fire & Security Finance SCA
|
|
Tyco International Finance S.A.
|
|
Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
$
|
555
|
|
|
$
|
556
|
|
|
$
|
60
|
|
|
$
|
620
|
|
|
$
|
(1,162
|
)
|
|
$
|
629
|
|
Other comprehensive income (loss),
net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation
adjustments
|
268
|
|
|
(30
|
)
|
|
(4
|
)
|
|
319
|
|
|
(268
|
)
|
|
285
|
|
||||||
Realized and unrealized losses
on derivatives
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
7
|
|
|
(9
|
)
|
||||||
Realized and unrealized gains
(losses) on marketable securities
|
(3
|
)
|
|
—
|
|
|
(6
|
)
|
|
3
|
|
|
3
|
|
|
(3
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss)
|
258
|
|
|
(30
|
)
|
|
(10
|
)
|
|
313
|
|
|
(258
|
)
|
|
273
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total comprehensive income
|
813
|
|
|
526
|
|
|
50
|
|
|
933
|
|
|
(1,420
|
)
|
|
902
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income attributable
to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|
—
|
|
|
89
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income
attributable to Johnson Controls
|
$
|
813
|
|
|
$
|
526
|
|
|
$
|
50
|
|
|
$
|
844
|
|
|
$
|
(1,420
|
)
|
|
$
|
813
|
|
(in millions)
|
Johnson Controls
International plc
|
|
Tyco Fire & Security Finance SCA
|
|
Tyco International Finance S.A.
|
|
Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
22,036
|
|
|
$
|
—
|
|
|
$
|
22,036
|
|
Cost of sales
|
—
|
|
|
—
|
|
|
—
|
|
|
15,210
|
|
|
—
|
|
|
15,210
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross profit
|
—
|
|
|
—
|
|
|
—
|
|
|
6,826
|
|
|
—
|
|
|
6,826
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Selling, general and administrative
expenses
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(4,898
|
)
|
|
—
|
|
|
(4,905
|
)
|
||||||
Restructuring and impairment costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(226
|
)
|
|
—
|
|
|
(226
|
)
|
||||||
Net financing charges
|
(137
|
)
|
|
(1
|
)
|
|
(17
|
)
|
|
(221
|
)
|
|
—
|
|
|
(376
|
)
|
||||||
Equity income (loss)
|
841
|
|
|
(32
|
)
|
|
(433
|
)
|
|
177
|
|
|
(376
|
)
|
|
177
|
|
||||||
Intercompany interest and fees
|
39
|
|
|
162
|
|
|
32
|
|
|
(233
|
)
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing
operations before income taxes
|
736
|
|
|
129
|
|
|
(418
|
)
|
|
1,425
|
|
|
(376
|
)
|
|
1,496
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income tax provision
|
—
|
|
|
—
|
|
|
—
|
|
|
570
|
|
|
—
|
|
|
570
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing
operations
|
736
|
|
|
129
|
|
|
(418
|
)
|
|
855
|
|
|
(376
|
)
|
|
926
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from sale of
intercompany investment, net of
tax
|
—
|
|
|
—
|
|
|
(935
|
)
|
|
—
|
|
|
935
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loss from discontinued
operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
(34
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
736
|
|
|
129
|
|
|
(1,353
|
)
|
|
821
|
|
|
559
|
|
|
892
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income from continuing operations
attributable to noncontrolling
interests
|
—
|
|
|
—
|
|
|
—
|
|
|
147
|
|
|
—
|
|
|
147
|
|
||||||
Income from discontinued
operations attributable to
noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss) attributable to
Johnson Controls
|
$
|
736
|
|
|
$
|
129
|
|
|
$
|
(1,353
|
)
|
|
$
|
665
|
|
|
$
|
559
|
|
|
$
|
736
|
|
(in millions)
|
Johnson Controls
International
plc
|
|
Tyco Fire & Security Finance SCA
|
|
Tyco International Finance S.A.
|
|
Other Subsidiaries
|
|
Consolidating Adjustments
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss)
|
$
|
736
|
|
|
$
|
129
|
|
|
$
|
(1,353
|
)
|
|
$
|
821
|
|
|
$
|
559
|
|
|
$
|
892
|
|
Other comprehensive income (loss),
net of tax
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency translation
adjustments
|
(150
|
)
|
|
(37
|
)
|
|
22
|
|
|
(151
|
)
|
|
150
|
|
|
(166
|
)
|
||||||
Realized and unrealized losses
on derivatives
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
13
|
|
|
(13
|
)
|
||||||
Realized and unrealized gains
on marketable securities
|
6
|
|
|
—
|
|
|
1
|
|
|
5
|
|
|
(6
|
)
|
|
6
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss)
|
(157
|
)
|
|
(37
|
)
|
|
23
|
|
|
(159
|
)
|
|
157
|
|
|
(173
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total comprehensive income (loss)
|
579
|
|
|
92
|
|
|
(1,330
|
)
|
|
662
|
|
|
716
|
|
|
719
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income attributable
to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
140
|
|
|
—
|
|
|
140
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Comprehensive income (loss) attributable to Johnson Controls
|
$
|
579
|
|
|
$
|
92
|
|
|
$
|
(1,330
|
)
|
|
$
|
522
|
|
|
$
|
716
|
|
|
$
|
579
|
|
(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
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
318
|
|
|
$
|
388
|
|
|
$
|
(248
|
)
|
|
$
|
458
|
|
Accounts receivable - net
|
—
|
|
|
—
|
|
|
—
|
|
|
6,443
|
|
|
—
|
|
|
6,443
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
—
|
|
|
3,384
|
|
|
—
|
|
|
3,384
|
|
||||||
Intercompany receivables
|
1,857
|
|
|
1,786
|
|
|
38
|
|
|
8,279
|
|
|
(11,960
|
)
|
|
—
|
|
||||||
Assets held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
2,082
|
|
|
—
|
|
|
2,082
|
|
||||||
Other current assets
|
40
|
|
|
—
|
|
|
2
|
|
|
1,553
|
|
|
—
|
|
|
1,595
|
|
||||||
Current assets
|
$
|
1,897
|
|
|
$
|
1,786
|
|
|
$
|
358
|
|
|
$
|
22,129
|
|
|
$
|
(12,208
|
)
|
|
$
|
13,962
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property, plant and equipment - net
|
—
|
|
|
—
|
|
|
—
|
|
|
5,870
|
|
|
—
|
|
|
5,870
|
|
||||||
Goodwill
|
243
|
|
|
—
|
|
|
32
|
|
|
19,344
|
|
|
—
|
|
|
19,619
|
|
||||||
Other intangible assets - net
|
—
|
|
|
—
|
|
|
—
|
|
|
6,727
|
|
|
—
|
|
|
6,727
|
|
||||||
Investments in partially-owned
affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
1,159
|
|
|
—
|
|
|
1,159
|
|
||||||
Investments in affiliates
|
18,098
|
|
|
29,456
|
|
|
22,515
|
|
|
—
|
|
|
(70,069
|
)
|
|
—
|
|
||||||
Intercompany loans receivable
|
17,862
|
|
|
4,140
|
|
|
2,836
|
|
|
4,688
|
|
|
(29,526
|
)
|
|
—
|
|
||||||
Other noncurrent assets
|
59
|
|
|
—
|
|
|
12
|
|
|
3,278
|
|
|
—
|
|
|
3,349
|
|
||||||
Total assets
|
$
|
38,159
|
|
|
$
|
35,382
|
|
|
$
|
25,753
|
|
|
$
|
63,195
|
|
|
$
|
(111,803
|
)
|
|
$
|
50,686
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-term debt
|
$
|
1,592
|
|
|
$
|
76
|
|
|
$
|
—
|
|
|
$
|
536
|
|
|
$
|
(248
|
)
|
|
$
|
1,956
|
|
Current portion of long-term debt
|
444
|
|
|
—
|
|
|
18
|
|
|
81
|
|
|
—
|
|
|
543
|
|
||||||
Accounts payable
|
—
|
|
|
—
|
|
|
—
|
|
|
3,764
|
|
|
—
|
|
|
3,764
|
|
||||||
Accrued compensation and benefits
|
1
|
|
|
—
|
|
|
—
|
|
|
1,003
|
|
|
—
|
|
|
1,004
|
|
||||||
Liabilities held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
247
|
|
|
—
|
|
|
247
|
|
||||||
Intercompany payables
|
3,911
|
|
|
1,037
|
|
|
6,001
|
|
|
1,011
|
|
|
(11,960
|
)
|
|
—
|
|
||||||
Other current liabilities
|
350
|
|
|
3
|
|
|
24
|
|
|
3,624
|
|
|
—
|
|
|
4,001
|
|
||||||
Current liabilities
|
6,298
|
|
|
1,116
|
|
|
6,043
|
|
|
10,266
|
|
|
(12,208
|
)
|
|
11,515
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
7,442
|
|
|
—
|
|
|
153
|
|
|
4,177
|
|
|
—
|
|
|
11,772
|
|
||||||
Pension and postretirement benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
1,330
|
|
|
—
|
|
|
1,330
|
|
||||||
Intercompany loans payable
|
4,688
|
|
|
17,862
|
|
|
—
|
|
|
6,976
|
|
|
(29,526
|
)
|
|
—
|
|
||||||
Other noncurrent liabilities
|
—
|
|
|
—
|
|
|
24
|
|
|
5,241
|
|
|
—
|
|
|
5,265
|
|
||||||
Long-term liabilities
|
12,130
|
|
|
17,862
|
|
|
177
|
|
|
17,724
|
|
|
(29,526
|
)
|
|
18,367
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Redeemable noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
189
|
|
|
—
|
|
|
189
|
|
||||||
Ordinary shares
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||||
Ordinary shares held in treasury
|
(481
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(481
|
)
|
||||||
Other shareholders' equity
|
20,203
|
|
|
16,404
|
|
|
19,533
|
|
|
34,132
|
|
|
(70,069
|
)
|
|
20,203
|
|
||||||
Shareholders’ equity attributable to Johnson Controls
|
19,731
|
|
|
16,404
|
|
|
19,533
|
|
|
34,132
|
|
|
(70,069
|
)
|
|
19,731
|
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
884
|
|
|
—
|
|
|
884
|
|
||||||
Total equity
|
19,731
|
|
|
16,404
|
|
|
19,533
|
|
|
35,016
|
|
|
(70,069
|
)
|
|
20,615
|
|
||||||
Total liabilities and equity
|
$
|
38,159
|
|
|
$
|
35,382
|
|
|
$
|
25,753
|
|
|
$
|
63,195
|
|
|
$
|
(111,803
|
)
|
|
$
|
50,686
|
|
(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 (used) by operating
activities
|
$
|
136
|
|
|
$
|
—
|
|
|
$
|
97
|
|
|
$
|
(1,554
|
)
|
|
$
|
—
|
|
|
$
|
(1,321
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Investing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
—
|
|
|
(996
|
)
|
|
—
|
|
|
(996
|
)
|
||||||
Sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
23
|
|
||||||
Acquisition of businesses, net of cash
acquired
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
||||||
Business divestitures
|
—
|
|
|
—
|
|
|
—
|
|
|
180
|
|
|
—
|
|
|
180
|
|
||||||
Changes in long-term investments
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
(22
|
)
|
|
—
|
|
|
(33
|
)
|
||||||
Net change in intercompany loans receivable
|
—
|
|
|
—
|
|
|
10
|
|
|
357
|
|
|
(367
|
)
|
|
—
|
|
||||||
Increase in intercompany investment
in subsidiaries
|
(1,924
|
)
|
|
(1,716
|
)
|
|
(76
|
)
|
|
—
|
|
|
3,716
|
|
|
—
|
|
||||||
Net cash used by investing activities
|
(1,924
|
)
|
|
(1,716
|
)
|
|
(83
|
)
|
|
(458
|
)
|
|
3,349
|
|
|
(832
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Increase (decrease) in short-term debt - net
|
1,592
|
|
|
76
|
|
|
—
|
|
|
(533
|
)
|
|
(248
|
)
|
|
887
|
|
||||||
Increase in long-term debt
|
1,544
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
1,553
|
|
||||||
Repayment of long-term debt
|
(46
|
)
|
|
—
|
|
|
(16
|
)
|
|
(910
|
)
|
|
—
|
|
|
(972
|
)
|
||||||
Debt financing costs
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(18
|
)
|
||||||
Stock repurchases
|
(426
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(426
|
)
|
||||||
Payment of cash dividends
|
(469
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(469
|
)
|
||||||
Proceeds from the exercise of stock options
|
56
|
|
|
—
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
130
|
|
||||||
Net change in intercompany loans payable
|
(357
|
)
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
367
|
|
|
—
|
|
||||||
Increase in equity from parent
|
—
|
|
|
1,640
|
|
|
76
|
|
|
2,000
|
|
|
(3,716
|
)
|
|
—
|
|
||||||
Change in noncontrolling interest share
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||||
Dividends paid to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(78
|
)
|
|
—
|
|
|
(78
|
)
|
||||||
Dividend from Adient spin-off
|
(87
|
)
|
|
—
|
|
|
—
|
|
|
2,137
|
|
|
—
|
|
|
2,050
|
|
||||||
Cash transferred to Adient related to spin-off
|
—
|
|
|
—
|
|
|
—
|
|
|
(665
|
)
|
|
—
|
|
|
(665
|
)
|
||||||
Cash paid related to prior acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
|
—
|
|
|
(75
|
)
|
||||||
Other
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
(10
|
)
|
||||||
Net cash provided by financing activities
|
1,777
|
|
|
1,716
|
|
|
60
|
|
|
1,959
|
|
|
(3,597
|
)
|
|
1,915
|
|
||||||
Effect of exchange rate changes on
cash and cash equivalents
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
||||||
Changes in cash held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
105
|
|
|
—
|
|
|
105
|
|
||||||
Increase (decrease) in cash and
cash equivalents
|
(11
|
)
|
|
—
|
|
|
74
|
|
|
64
|
|
|
(248
|
)
|
|
(121
|
)
|
||||||
Cash and cash equivalents at
beginning of period
|
11
|
|
|
—
|
|
|
244
|
|
|
324
|
|
|
—
|
|
|
579
|
|
||||||
Cash and cash equivalents at
end of period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
318
|
|
|
$
|
388
|
|
|
$
|
(248
|
)
|
|
$
|
458
|
|
(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
|
|
|
$
|
324
|
|
|
$
|
—
|
|
|
$
|
579
|
|
Accounts receivable - net
|
—
|
|
|
—
|
|
|
—
|
|
|
6,394
|
|
|
—
|
|
|
6,394
|
|
||||||
Inventories
|
—
|
|
|
—
|
|
|
—
|
|
|
2,888
|
|
|
—
|
|
|
2,888
|
|
||||||
Intercompany receivables
|
16
|
|
|
—
|
|
|
2
|
|
|
6,188
|
|
|
(6,206
|
)
|
|
—
|
|
||||||
Assets held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
5,812
|
|
|
—
|
|
|
5,812
|
|
||||||
Other current assets
|
6
|
|
|
—
|
|
|
1
|
|
|
1,429
|
|
|
—
|
|
|
1,436
|
|
||||||
Current assets
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
247
|
|
|
$
|
23,035
|
|
|
$
|
(6,206
|
)
|
|
$
|
17,109
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Property, plant and equipment - net
|
—
|
|
|
—
|
|
|
—
|
|
|
5,632
|
|
|
—
|
|
|
5,632
|
|
||||||
Goodwill
|
—
|
|
|
—
|
|
|
274
|
|
|
20,750
|
|
|
—
|
|
|
21,024
|
|
||||||
Other intangible assets - net
|
—
|
|
|
—
|
|
|
—
|
|
|
7,540
|
|
|
—
|
|
|
7,540
|
|
||||||
Investments in partially-owned affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
990
|
|
|
—
|
|
|
990
|
|
||||||
Investments in affiliates
|
12,460
|
|
|
31,142
|
|
|
27,643
|
|
|
—
|
|
|
(71,245
|
)
|
|
—
|
|
||||||
Intercompany loans receivable
|
18,680
|
|
|
—
|
|
|
13,336
|
|
|
15,631
|
|
|
(47,647
|
)
|
|
—
|
|
||||||
Noncurrent assets held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
7,374
|
|
|
—
|
|
|
7,374
|
|
||||||
Other noncurrent assets
|
—
|
|
|
—
|
|
|
—
|
|
|
3,510
|
|
|
—
|
|
|
3,510
|
|
||||||
Total assets
|
$
|
31,173
|
|
|
$
|
31,142
|
|
|
$
|
41,500
|
|
|
$
|
84,462
|
|
|
$
|
(125,098
|
)
|
|
$
|
63,179
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities and Equity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-term debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,078
|
|
|
$
|
—
|
|
|
$
|
1,078
|
|
Current portion of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
628
|
|
|
—
|
|
|
628
|
|
||||||
Accounts payable
|
1
|
|
|
—
|
|
|
—
|
|
|
3,999
|
|
|
—
|
|
|
4,000
|
|
||||||
Accrued compensation and benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
1,333
|
|
|
—
|
|
|
1,333
|
|
||||||
Liabilities held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
4,276
|
|
|
—
|
|
|
4,276
|
|
||||||
Intercompany payables
|
3,873
|
|
|
—
|
|
|
2,315
|
|
|
18
|
|
|
(6,206
|
)
|
|
—
|
|
||||||
Other current liabilities
|
3
|
|
|
2
|
|
|
32
|
|
|
4,979
|
|
|
—
|
|
|
5,016
|
|
||||||
Current liabilities
|
3,877
|
|
|
2
|
|
|
2,347
|
|
|
16,311
|
|
|
(6,206
|
)
|
|
16,331
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Long-term debt
|
—
|
|
|
—
|
|
|
2,413
|
|
|
8,640
|
|
|
—
|
|
|
11,053
|
|
||||||
Pension and postretirement benefits
|
—
|
|
|
—
|
|
|
—
|
|
|
1,550
|
|
|
—
|
|
|
1,550
|
|
||||||
Intercompany loans payable
|
3,178
|
|
|
18,680
|
|
|
12,453
|
|
|
13,336
|
|
|
(47,647
|
)
|
|
—
|
|
||||||
Noncurrent liabilities held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
3,888
|
|
|
—
|
|
|
3,888
|
|
||||||
Other noncurrent liabilities
|
—
|
|
|
—
|
|
|
22
|
|
|
5,011
|
|
|
—
|
|
|
5,033
|
|
||||||
Long-term liabilities
|
3,178
|
|
|
18,680
|
|
|
14,888
|
|
|
32,425
|
|
|
(47,647
|
)
|
|
21,524
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Redeemable noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
234
|
|
|
—
|
|
|
234
|
|
||||||
Ordinary shares
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
||||||
Ordinary shares held in treasury
|
(20
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
||||||
Other shareholders' equity
|
24,129
|
|
|
12,460
|
|
|
24,265
|
|
|
34,520
|
|
|
(71,245
|
)
|
|
24,129
|
|
||||||
Shareholders’ equity attributable to
Johnson Controls
|
24,118
|
|
|
12,460
|
|
|
24,265
|
|
|
34,520
|
|
|
(71,245
|
)
|
|
24,118
|
|
||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
972
|
|
|
—
|
|
|
972
|
|
||||||
Total equity
|
24,118
|
|
|
12,460
|
|
|
24,265
|
|
|
35,492
|
|
|
(71,245
|
)
|
|
25,090
|
|
||||||
Total liabilities and equity
|
$
|
31,173
|
|
|
$
|
31,142
|
|
|
$
|
41,500
|
|
|
$
|
84,462
|
|
|
$
|
(125,098
|
)
|
|
$
|
63,179
|
|
22.
|
Commitments and Contingencies
|
23.
|
Related Party Transactions
|
|
|
June 30, 2017
|
|
September 30, 2016
|
|
|||
|
|
|
|
|
||||
Receivable from related parties
|
|
$
|
99
|
|
|
$
|
66
|
|
Payable to related parties
|
|
22
|
|
|
11
|
|
|
Three Months Ended
June 30,
|
|
|
|
Nine Months Ended
June 30, |
|
|
||||||||||||||
(in millions)
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net sales
|
$
|
7,683
|
|
|
$
|
5,154
|
|
|
49
|
%
|
|
$
|
22,036
|
|
|
$
|
14,583
|
|
|
51
|
%
|
|
Three Months Ended
June 30, |
|
|
|
Nine Months Ended
June 30, |
|
|
||||||||||||||
(in millions)
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
$
|
5,252
|
|
|
$
|
3,732
|
|
|
41
|
%
|
|
$
|
15,210
|
|
|
$
|
10,617
|
|
|
43
|
%
|
Gross profit
|
2,431
|
|
|
1,422
|
|
|
71
|
%
|
|
6,826
|
|
|
3,966
|
|
|
72
|
%
|
||||
% of sales
|
31.6
|
%
|
|
27.6
|
%
|
|
|
|
31.0
|
%
|
|
27.2
|
%
|
|
|
|
Three Months Ended
June 30, |
|
|
|
Nine Months Ended
June 30, |
|
|
||||||||||||||
(in millions)
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative
expenses
|
$
|
1,609
|
|
|
$
|
895
|
|
|
80
|
%
|
|
$
|
4,905
|
|
|
$
|
2,641
|
|
|
86
|
%
|
% of sales
|
20.9
|
%
|
|
17.4
|
%
|
|
|
|
22.3
|
%
|
|
18.1
|
%
|
|
|
|
Three Months Ended
June 30, |
|
|
|
Nine Months Ended
June 30, |
|
|
|||||||||||||
(in millions)
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Restructuring and impairment costs
|
$
|
49
|
|
|
$
|
27
|
|
|
81
|
%
|
|
$
|
226
|
|
|
$
|
87
|
|
|
*
|
|
Three Months Ended
June 30, |
|
|
|
Nine Months Ended
June 30, |
|
|
||||||||||||||
(in millions)
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net financing charges
|
$
|
124
|
|
|
$
|
65
|
|
|
91
|
%
|
|
$
|
376
|
|
|
$
|
202
|
|
|
86
|
%
|
|
Three Months Ended
June 30, |
|
|
|
Nine Months Ended
June 30, |
|
|
||||||||||||||
(in millions)
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity income
|
$
|
69
|
|
|
$
|
45
|
|
|
53
|
%
|
|
$
|
177
|
|
|
$
|
127
|
|
|
39
|
%
|
|
Three Months Ended
June 30, |
|
|
|
Nine Months Ended
June 30, |
|
|
|||||||||||||
(in millions)
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income tax provision
|
$
|
89
|
|
|
$
|
78
|
|
|
14
|
%
|
|
$
|
570
|
|
|
$
|
202
|
|
|
*
|
Effective tax rate
|
12
|
%
|
|
16
|
%
|
|
|
|
38
|
%
|
|
17
|
%
|
|
|
|
Three Months Ended
June 30, |
|
|
|
Nine Months Ended
June 30, |
|
|
||||||||||||
(in millions)
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Income (loss) from discontinued
operations, net of tax |
$
|
—
|
|
|
$
|
57
|
|
|
*
|
|
$
|
(34
|
)
|
|
$
|
(481
|
)
|
|
*
|
|
Three Months Ended
June 30, |
|
|
|
Nine Months Ended
June 30, |
|
|
||||||||||||||
(in millions)
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Income from continuing operations attributable to noncontrolling interests
|
$
|
74
|
|
|
$
|
55
|
|
|
35
|
%
|
|
$
|
147
|
|
|
$
|
116
|
|
|
27
|
%
|
Income from discontinued operations attributable to noncontrolling interests
|
—
|
|
|
21
|
|
|
*
|
|
|
9
|
|
|
61
|
|
|
-85
|
%
|
|
Three Months Ended
June 30, |
|
|
|
Nine Months Ended
June 30, |
|
|
|||||||||||||
(in millions)
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income attributable to
Johnson Controls
|
$
|
555
|
|
|
$
|
383
|
|
|
45
|
%
|
|
$
|
736
|
|
|
$
|
303
|
|
|
*
|
|
Three Months Ended
June 30, |
|
|
|
Nine Months Ended
June 30, |
|
|
||||||||||||
(in millions)
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive income
attributable to Johnson Controls
|
$
|
813
|
|
|
$
|
248
|
|
|
*
|
|
$
|
579
|
|
|
$
|
186
|
|
|
*
|
|
Three Months Ended
June 30, |
|
|
|
Nine Months Ended
June 30, |
|
|
||||||||||||||
(in millions)
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Building Efficiency
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Systems and Service North America
|
$
|
1,128
|
|
|
$
|
1,113
|
|
|
1
|
%
|
|
$
|
3,103
|
|
|
$
|
3,131
|
|
|
-1
|
%
|
Products North America
|
698
|
|
|
690
|
|
|
1
|
%
|
|
1,826
|
|
|
1,793
|
|
|
2
|
%
|
||||
Asia
|
1,456
|
|
|
1,361
|
|
|
7
|
%
|
|
3,671
|
|
|
3,515
|
|
|
4
|
%
|
||||
Rest of World
|
456
|
|
|
471
|
|
|
-3
|
%
|
|
1,278
|
|
|
1,302
|
|
|
-2
|
%
|
||||
|
3,738
|
|
|
3,635
|
|
|
3
|
%
|
|
9,878
|
|
|
9,741
|
|
|
1
|
%
|
||||
Tyco
|
2,336
|
|
|
—
|
|
|
*
|
|
|
6,953
|
|
|
—
|
|
|
*
|
|
||||
|
$
|
6,074
|
|
|
$
|
3,635
|
|
|
67
|
%
|
|
$
|
16,831
|
|
|
$
|
9,741
|
|
|
73
|
%
|
•
|
The increase in Systems and Service North America was due to higher volumes of controls systems and service ($22 million), partially offset by a prior year business divestiture ($4 million) and the unfavorable impact of foreign currency translation ($3 million). The increase in volumes was primarily attributable to market growth.
|
•
|
The increase in Products North America was due to higher volumes ($12 million), partially offset by a prior year business divestiture ($2 million) and the unfavorable impact of foreign currency translation ($2 million). The increase in volumes was primarily attributable to new product offerings.
|
•
|
The increase in Asia was due to higher volumes of equipment and control systems ($119 million) and higher service volumes ($4 million), partially offset by the unfavorable impact of foreign currency translation ($17 million) and lower volumes related to a business deconsolidation ($11 million). The increase in volumes was primarily due to new product offerings and favorable local market conditions.
|
•
|
The decrease in Rest of World was due to a prior year business divestiture ($11 million), the unfavorable impact of foreign currency translation ($8 million) and lower volumes in Latin America ($3 million), partially offset by higher volumes in Europe ($5 million) and in the Middle East ($2 million).
|
•
|
The increase in Tyco was due to incremental sales related to the Tyco Merger ($2,336 million).
|
•
|
The decrease in Systems and Service North America was due to a prior year business divestiture ($32 million), partially offset by higher volumes of controls systems and service ($4 million).
|
•
|
The increase in Products North America was due to higher volumes ($44 million), partially offset by a prior year business divestiture ($7 million) and the unfavorable impact of foreign currency translation ($4 million). The increase in volumes was primarily attributable to market share changes and new product offerings.
|
•
|
The increase in Asia was due to higher volumes of equipment and control systems ($136 million), higher service volumes ($25 million) and the favorable impact of foreign currency translation ($24 million), partially offset by lower volumes related to a business deconsolidation ($29 million). The increase in volumes was primarily due to new product offerings and favorable local market conditions.
|
•
|
The decrease in Rest of World was due to a prior year business divestiture ($27 million), the unfavorable impact of foreign currency translation ($19 million) and lower volumes in the Middle East ($15 million), partially offset by higher volumes in Europe ($30 million) and Latin America ($7 million).
|
•
|
The increase in Tyco was due to incremental sales related to the Tyco Merger ($6,953 million).
|
|
Three Months Ended
June 30, |
|
|
|
Nine Months Ended
June 30, |
|
|
||||||||||||||
(in millions)
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Building Efficiency
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Systems and Service North America
|
$
|
126
|
|
|
$
|
142
|
|
|
-11
|
%
|
|
$
|
291
|
|
|
$
|
342
|
|
|
-15
|
%
|
Products North America
|
98
|
|
|
96
|
|
|
2
|
%
|
|
192
|
|
|
176
|
|
|
9
|
%
|
||||
Asia
|
246
|
|
|
180
|
|
|
37
|
%
|
|
483
|
|
|
368
|
|
|
31
|
%
|
||||
Rest of World
|
26
|
|
|
22
|
|
|
18
|
%
|
|
25
|
|
|
29
|
|
|
-14
|
%
|
||||
|
496
|
|
|
440
|
|
|
13
|
%
|
|
991
|
|
|
915
|
|
|
8
|
%
|
||||
Tyco
|
416
|
|
|
—
|
|
|
*
|
|
|
1,009
|
|
|
—
|
|
|
*
|
|
||||
|
$
|
912
|
|
|
$
|
440
|
|
|
*
|
|
|
$
|
2,000
|
|
|
$
|
915
|
|
|
*
|
|
•
|
The decrease in Systems and Service North America was due to a prior year gain on business divestiture ($14 million), higher selling, general and administrative expenses ($5 million), current year transaction costs ($2 million) and current year integration costs ($1 million), partially offset by higher volumes ($6 million).
|
•
|
The increase in Products North America was due to favorable mix ($5 million), higher volumes ($3 million) and higher equity income ($1 million), partially offset by higher selling, general and administrative expenses ($4 million), current year transaction costs ($2 million) and current year integration costs ($1 million).
|
•
|
The increase in Asia was due to higher volumes ($35 million), higher equity income ($9 million), lower operating costs ($7 million), prior year integration costs ($7 million), lower selling, general and administrative expenses ($6 million), and favorable mix ($4 million), partially offset by the unfavorable impact of foreign currency translation ($2 million).
|
•
|
The increase in Rest of World was due to lower selling, general and administrative expenses ($5 million), lower operating costs ($3 million) and higher volumes ($1 million), partially offset by a prior year business divestiture ($2 million), the unfavorable impact of foreign currency translation ($2 million) and current year transaction costs ($1 million).
|
•
|
The increase in Tyco was due to incremental income related to the Tyco Merger ($405 million) and the impact of nonrecurring purchasing accounting adjustments ($24 million), partially offset by current year integration costs ($12 million) and current year transaction costs ($1 million).
|
•
|
The decrease in Systems and Service North America was due to higher operating costs as a result of channel investments ($29 million), a prior year gain on business divestiture ($14 million), current year transaction costs ($5 million), current
|
•
|
The increase in Products North America was due to lower operating costs as a result of cost reduction initiatives ($15 million), higher volumes ($10 million), and favorable mix ($7 million), partially offset by current year transaction costs ($5 million), current year integration costs ($5 million), higher selling, general and administrative expenses ($4 million), and the unfavorable impact of foreign currency translation ($2 million).
|
•
|
The increase in Asia was due to higher volumes ($44 million), lower selling, general and administrative expenses as a result of productivity and synergy savings ($32 million), higher equity income ($23 million), prior year integration costs ($15 million), prior year transaction costs ($10 million), and favorable mix ($4 million), partially offset by higher operating costs due to product investments ($11 million) and the unfavorable impact of foreign currency translation ($2 million).
|
•
|
The decrease in Rest of World was due to lower equity income ($8 million), a prior year gain on acquisition of a partially-owned affiliate ($4 million), the unfavorable impact of foreign currency translation ($4 million), a prior year business divestiture ($3 million), current year integration costs ($1 million) and current year transaction costs ($1 million), partially offset by lower selling, general and administrative expenses as a result of productivity and synergy savings ($14 million), and higher volumes ($3 million).
|
•
|
The increase in Tyco was due to incremental income related to the Tyco Merger ($1,102 million), partially offset by the impact of nonrecurring purchasing accounting adjustments ($37 million), current year integration costs ($35 million) and current year transaction costs ($21 million).
|
|
Three Months Ended
June 30, |
|
|
|
Nine Months Ended
June 30, |
|
|
||||||||||||||
(in millions)
|
2017
|
|
2016
|
|
Change
|
|
2017
|
|
2016
|
|
Change
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,609
|
|
|
$
|
1,519
|
|
|
6
|
%
|
|
$
|
5,205
|
|
|
$
|
4,842
|
|
|
7
|
%
|
Segment EBITA
|
304
|
|
|
280
|
|
|
9
|
%
|
|
996
|
|
|
922
|
|
|
8
|
%
|
•
|
Net sales increased due to the impact of higher lead costs on pricing ($124 million), and favorable pricing and product mix ($27 million), partially offset by lower volumes ($56 million) and the unfavorable impact of foreign currency translation ($5 million). The decrease in volumes was driven by changes in customer demand patterns in Europe and North America, partially offset by an increase in start-stop battery volumes. Additionally, higher start-stop volumes contributed to favorable product mix.
|
•
|
Segment EBITA increased due to favorable pricing and product mix net of lead cost increases ($41 million), lower selling, general and administrative expenses as a result of productivity savings ($15 million), higher equity income ($12 million) and prior year transaction costs ($1 million), partially offset by higher operating costs primarily driven by efforts to satisfy customer demand ($27 million), lower volumes ($15 million) and the unfavorable impact of foreign currency translation ($3 million).
|
•
|
Net sales increased due to the impact of higher lead costs on pricing ($298 million), and favorable pricing and product mix ($85 million), partially offset by the unfavorable impact of foreign currency translation ($20 million). Higher start-stop volumes contributed to favorable product mix.
|
•
|
Segment EBITA increased due to favorable pricing and product mix net of lead cost increases ($81 million), higher equity income ($30 million), lower selling, general and administrative expenses as a result of productivity savings ($24 million), and prior year transaction costs ($1 million), partially offset by higher operating costs primarily driven by efforts to satisfy customer demand ($56 million), the unfavorable impact of foreign currency translation ($5 million) and transaction costs ($1 million).
|
|
June 30,
|
|
September 30,
|
|
|
|||||
(in millions)
|
2017
|
|
2016
|
|
Change
|
|||||
|
|
|
|
|
|
|||||
Current assets
|
$
|
13,962
|
|
|
$
|
17,109
|
|
|
|
|
Current liabilities
|
(11,515
|
)
|
|
(16,331
|
)
|
|
|
|||
|
2,447
|
|
|
778
|
|
|
*
|
|
||
|
|
|
|
|
|
|||||
Less: Cash
|
(458
|
)
|
|
(579
|
)
|
|
|
|||
Add: Short-term debt
|
1,956
|
|
|
1,078
|
|
|
|
|||
Add: Current portion of long-term debt
|
543
|
|
|
628
|
|
|
|
|||
Less: Assets held for sale
|
(2,082
|
)
|
|
(5,812
|
)
|
|
|
|||
Add: Liabilities held for sale
|
247
|
|
|
4,276
|
|
|
|
|||
Working capital (as defined)
|
$
|
2,653
|
|
|
$
|
369
|
|
|
*
|
|
|
|
|
|
|
|
|||||
Accounts receivable - net
|
$
|
6,443
|
|
|
$
|
6,394
|
|
|
1
|
%
|
Inventories
|
3,384
|
|
|
2,888
|
|
|
17
|
%
|
||
Accounts payable
|
3,764
|
|
|
4,000
|
|
|
-6
|
%
|
||
|
|
|
|
|
|
|||||
* Measure not meaningful
|
|
|
|
|
|
•
|
The Company defines working capital as current assets less current liabilities, excluding cash, short-term debt, the current portion of long-term debt, and the current portion of assets and liabilities held for sale. Management believes that this measure of working capital, which excludes financing-related items, provides a more useful measurement of the Company’s underlying operating performance.
|
•
|
Excluding the impact of amounts classified as held for sale, the increase in working capital at
June 30, 2017
, as compared to
September 30, 2016
, was primarily due to income tax payments related to the Adient spin-off, an increase in inventory to meet anticipated customer demand and a decrease in accounts payable due to timing and mix of supplier payments.
|
•
|
The Company’s days sales in accounts receivable at
June 30, 2017
were 65 days, higher than 61 days at
September 30, 2016
. There have been no changes in revenue recognition methods. Increased volumes in certain of the segments and seasonality contributed to the increase.
|
•
|
The Company’s inventory turns for the three months ended
June 30, 2017
were significantly lower than the comparable period ended
September 30, 2016
, primarily due to a build of Power Solutions inventory levels to meet customer demand.
|
•
|
Days in accounts payable at
June 30, 2017
were 63 days, lower than 69 days at the comparable period ended
September 30, 2016
due primarily to the mix of payables.
|
|
|
Nine Months Ended
June 30, |
||||||
(in millions)
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Cash provided (used) by operating activities
|
|
$
|
(1,321
|
)
|
|
$
|
696
|
|
Cash used by investing activities
|
|
(832
|
)
|
|
(871
|
)
|
||
Cash provided by financing activities
|
|
1,915
|
|
|
40
|
|
||
Capital expenditures
|
|
(996
|
)
|
|
(822
|
)
|
•
|
The increase in cash used by operating activities for the nine months ended
June 30, 2017
was primarily due to higher income tax payments primarily due to the Adient spin-off ($1.2 billion in the first quarter of fiscal 2017) and the movement in trade working capital balances.
|
•
|
The decrease in cash used by investing activities for the nine months ended
June 30, 2017
was primarily due to cash received from a business divestiture in the current year and cash paid for the JCH joint venture in the prior year, partially offset by an increase in capital expenditures.
|
•
|
The increase in cash provided by financing activities for the nine months ended
June 30, 2017
was primarily due to the net dividend proceeds from the Adient spin-off and an increase in current year borrowings.
|
•
|
The increase in capital expenditures for the nine months ended
June 30, 2017
primarily relates to Tyco capital investments in the current year and higher capital investments in the Building Efficiency and Power Solutions businesses.
|
|
June 30,
|
|
September 30,
|
|
|
|||||
(in millions)
|
2017
|
|
2016
|
|
Change
|
|||||
|
|
|
|
|
|
|||||
Short-term debt
|
$
|
1,956
|
|
|
$
|
1,078
|
|
|
|
|
Current portion of long-term debt
|
543
|
|
|
628
|
|
|
|
|||
Long-term debt
|
11,772
|
|
|
11,053
|
|
|
|
|||
Total debt
|
14,271
|
|
|
12,759
|
|
|
12
|
%
|
||
|
|
|
|
|
|
|||||
Shareholders’ equity attributable to Johnson Controls
ordinary shareholders
|
19,731
|
|
|
24,118
|
|
|
-18
|
%
|
||
|
|
|
|
|
|
|||||
Total capitalization
|
$
|
34,002
|
|
|
$
|
36,877
|
|
|
-8
|
%
|
|
|
|
|
|
|
|||||
Total debt as a % of total capitalization
|
42
|
%
|
|
35
|
%
|
|
|
•
|
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.
|
•
|
Shareholders' equity attributable to Johnson Controls ordinary shareholders decreased as a result of the Adient spin-off in October 2016. Refer to Note 5, "Discontinued Operations," of the notes to consolidated financial statements for further information.
|
•
|
In connection with the Tyco Merger, on December 28, 2016, the Company completed its offers to exchange all validly tendered and accepted notes of certain series (the "existing notes") issued by JCI Inc. or Tyco International Finance S.A. ("TIFSA"), as applicable, each of which is a wholly owned subsidiary of the Company, for new notes (the New Notes) to be issued by the Company, and the related solicitation of consents to amend the indentures governing the existing notes (the offers to exchange and the related consent solicitation together the "exchange offers"). Pursuant to the exchange offers, the Company exchanged approximately $5.6 billion of $6.0 billion in aggregate principal amount of dollar denominated notes and approximately 423 million euro of 500 million euro in aggregate principal amount of euro denominated notes. All validly tendered and accepted existing notes have been canceled. Immediately following such cancellation, $380.9 million aggregate
|
•
|
In June 2017, the Company partially repaid $135 million of the $4.0 billion floating rate term loan scheduled to mature in March 2020.
|
•
|
In March 2017, the Company issued one billion euro in principal amount of 1.0% senior unsecured fixed rate notes due in fiscal 2023. Proceeds from the issuance were used to repay existing debt and for other general corporate purposes.
|
•
|
In March 2017, the Company entered into a 364-day $150 million committed revolving credit facility scheduled to expire in March 2018. As of June 30, 2017, there were no draws on the facility.
|
•
|
In March 2017, the Company retired $46 million in principal amount, plus accrued interest, of its 2.355% fixed rate notes that matured in March 2017.
|
•
|
In March 2017 and February 2017, the Company repurchased, at a discount, 15 million euro of its TIFSA 1.375% fixed rate notes, plus accrued interest, scheduled to mature in February 2025.
|
•
|
In February 2017, the Company issued $500 million aggregate principal amount of 4.5% senior unsecured fixed rate notes due in fiscal 2047. Proceeds from the issuance were used to repay outstanding commercial paper borrowings and for other general corporate purposes.
|
•
|
In February 2017, the Company entered into a 364-day $150 million committed revolving credit facility scheduled to expire in February 2018. As of June 30, 2017, there were no draws on the facility.
|
•
|
In January 2017, the Company entered into a 364-day $250 million committed revolving credit facility scheduled to expire in January 2018. As of June 30, 2017, there were no draws on the facility outstanding.
|
•
|
In December 2016, the Company retired
$400 million
in principal amount, plus accrued interest, of its
2.6%
fixed rate notes that matured in December 2016.
|
•
|
In December 2016, the Company entered into a
364
-day
100 million
euro floating rate term loan scheduled to mature in December 2017. Proceeds from the term loan were used for general corporate purposes. Principal and accrued interest were fully repaid in March 2017.
|
•
|
In December 2016, a
$100 million
committed revolving credit facility expired. There were
no
draws on the facility.
|
•
|
In November 2016, the Company fully repaid its
37 billion
yen syndicated floating rate term loan, plus accrued interest, scheduled to mature in June 2020.
|
•
|
In November 2016, a
$35 million
committed revolving credit facility expired. There were
no
draws on the facility.
|
•
|
In October 2016, the Company repaid
two
ten
-month floating rate term loans totaling
$325 million
, plus accrued interest, scheduled to mature in October 2016.
|
•
|
In October 2016, the Company repaid a
nine
-month
$100 million
floating rate term loan, plus accrued interest, scheduled to mature in November 2016.
|
•
|
In October 2016, the Company repaid a
nine
-month
100 million
euro floating rate term loan, plus accrued interest, scheduled to mature in October 2016.
|
•
|
The Company also selectively makes use of short-term credit lines other than its revolving credit facilities at the Company and TSarl. The Company estimates that, as of
June 30, 2017
, it could borrow up to $1.4 billion based on average borrowing levels during the quarter on committed credit lines.
|
•
|
The Company believes its capital resources and liquidity position at
June 30, 2017
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 the remainder of 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 the Company and TSarl are unable to issue commercial paper, they would have the ability to draw on their $2.0 billion and $1.0 billion revolving credit facilities, respectively. Both facilities mature in August 2020. There were no draws on the revolving credit facility as of
June 30, 2017
and
September 30, 2016
. As such, the Company believes it has sufficient financial resources to fund operations and meet its obligations for the foreseeable future.
|
•
|
The Company earns a significant amount of its operating income outside of the parent company. Outside basis differences in these subsidiaries are deemed to be permanently reinvested. However, in fiscal 2017, the Company provided income tax expense related to a change in the Company’s assertion over the outside basis difference of the Scott Safety business as a result of the pending divestiture. 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’s debt financial covenant in its revolving credit facility require a minimum consolidated shareholders’ equity attributable to Johnson Controls of at least $3.5 billion at all times. The revolving credit facility also limits the amount of debt secured by liens that may be incurred to a maximum aggregated amount of 10% of consolidated shareholders’ equity attributable to Johnson Controls for liens and pledges. For purposes of calculating these covenants, consolidated shareholders’ equity attributable to Johnson Controls is calculated without giving effect to (i) the application of Accounting Standards Codification (ASC) 715-60, "Defined Benefit Plans - Other Postretirement," or (ii) the cumulative foreign currency translation adjustment. TSarl's, revolving credit facility contains customary terms and conditions, and a financial covenant that limits the ratio of TSarl's debt to earnings before interest, taxes, depreciation, and amortization as adjusted for certain items set forth in the agreement to 3.5x. The TSarl's revolving credit facility also limits its ability to incur subsidiary debt or grant liens on its and its subsidiaries' property. As of June 30, 2017, the Company and TSarl were in compliance with all covenants and other requirements set forth in their credit agreements and the indentures, governing their notes, and expect to remain in compliance for the foreseeable future. None of the Company’s or TSarl's debt agreements limit access to stated borrowing levels or require accelerated repayment in the event of a decrease in the respective borrower's credit rating.
|
Period
|
Total Number of
Shares Purchased
|
|
Average Price
Paid per Share
|
|
Total Number of
Shares Purchased as
Part of the Publicly
Announced Program
|
|
Approximate Dollar
Value of Shares that
May Yet be
Purchased under the
Programs
|
||||||
4/1/17 - 4/30/17
|
|
|
|
|
|
|
|
||||||
Purchases by Company
|
2,297,518
|
|
|
$
|
41.56
|
|
|
2,297,518
|
|
|
$
|
323,713,654
|
|
5/1/17 - 5/31/17
|
|
|
|
|
|
|
|
||||||
Purchases by Company
|
2,323,600
|
|
|
42.02
|
|
|
2,323,600
|
|
|
226,081,436
|
|
||
6/1/17 - 6/30/17
|
|
|
|
|
|
|
|
||||||
Purchases by Company
|
2,725,244
|
|
|
41.85
|
|
|
2,725,244
|
|
|
112,026,022
|
|
||
4/1/17 - 4/30/17
|
|
|
|
|
|
|
|
||||||
Purchases by affiliated purchaser
|
—
|
|
|
—
|
|
|
—
|
|
|
NA
|
|
||
5/1/17 - 5/31/17
|
|
|
|
|
|
|
|
||||||
Purchases by affiliated purchaser
|
1,372,000
|
|
|
42.21
|
|
|
—
|
|
|
NA
|
|
||
6/1/17 - 6/30/17
|
|
|
|
|
|
|
|
||||||
Purchases by affiliated purchaser
|
—
|
|
|
—
|
|
|
—
|
|
|
NA
|
|
|
|
JOHNSON CONTROLS INTERNATIONAL PLC
|
|
|
|
||
Date: August 3, 2017
|
|
By:
|
/s/ Brian J. Stief
|
|
|
|
Brian J. Stief
|
|
|
Executive Vice President and
Chief Financial Officer
|
Exhibit No.
|
Description
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
101
|
The following materials from Johnson Controls International plc's Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Position, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Customers
Customer name | Ticker |
---|---|
Fortune Brands Home & Security, Inc. | FBHS |
Hasbro, Inc. | HAS |
Republic Services, Inc. | RSG |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|