☑
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Ireland
|
|
|
98-0390500
|
(Jurisdiction of Incorporation)
|
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
Title of Each Class
|
Trading Symbol
|
Name of Each Exchange on Which Registered
|
Ordinary Shares, Par Value $0.01
|
JCI
|
New York Stock Exchange
|
Large accelerated filer
|
|
þ
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
|||
Non-accelerated filer
|
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
☐
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
|
|
|
|
|
Page
|
|
||
|
|
|
ITEM 1.
|
||
|
|
|
ITEM 1A.
|
||
|
|
|
ITEM 1B.
|
||
|
|
|
ITEM 2.
|
||
|
|
|
ITEM 3.
|
||
|
|
|
ITEM 4.
|
||
|
|
|
|
||
|
|
|
|
|
|
ITEM 5.
|
||
|
|
|
ITEM 6.
|
||
|
|
|
ITEM 7.
|
||
|
|
|
ITEM 7A.
|
||
|
|
|
ITEM 8.
|
||
|
|
|
ITEM 9.
|
||
|
|
|
ITEM 9A.
|
||
|
|
|
ITEM 9B.
|
||
|
|
|
|
|
|
ITEM 10.
|
||
|
|
|
ITEM 11.
|
||
|
|
|
ITEM 12.
|
||
|
|
|
ITEM 13.
|
||
|
|
|
ITEM 14.
|
||
|
|
|
|
|
|
ITEM 15.
|
||
|
|
|
ITEM 16.
|
FORM 10-K SUMMARY
|
|
|
|
|
|
||
|
|
|
|
ITEM 1
|
BUSINESS
|
•
|
Remaining performance obligations include large, multi-purpose contracts to construct hospitals, schools and other governmental buildings, which are services to be performed over the building's lifetime with initial contract terms of 25 to 35 years for the entire term of the contract versus backlog which includes only the lifecycle period of these contracts which approximates five years;
|
•
|
The Company has elected to exclude from remaining performance obligations certain contracts with customers with a term of one year or less or contracts that are cancelable without substantial penalty while these contracts are included within backlog; and
|
•
|
Remaining performance obligations include the full remaining term of service contracts with substantial termination penalties versus backlog which includes one year for all outstanding service contracts.
|
ITEM 1A
|
RISK FACTORS
|
•
|
U.S. courts must have had jurisdiction in relation to the particular defendant according to Irish conflict of law rules (the submission to jurisdiction by the defendant would satisfy this rule); and
|
•
|
the judgment must be final and conclusive and the decree must be final and unalterable in the court which pronounces it.
|
•
|
the judgment is not for a definite sum of money;
|
•
|
the judgment was obtained by fraud;
|
•
|
the enforcement of the judgment in Ireland would be contrary to natural or constitutional justice;
|
•
|
the judgment is contrary to Irish public policy or involves certain U.S. laws which will not be enforced in Ireland; or
|
•
|
jurisdiction cannot be obtained by the Irish courts over the judgment debtors in the enforcement proceedings by personal service Ireland or outside Ireland under Order 11 of the Irish Superior Courts Rules.
|
ITEM 1B
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2
|
PROPERTIES
|
ITEM 3
|
LEGAL PROCEEDINGS
|
ITEM 4
|
MINE SAFETY DISCLOSURES
|
ITEM 5
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Title of Class
|
Number of Record Holders
as of September 30, 2019
|
Ordinary Shares, $0.01 par value
|
35,367
|
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
|
||||||
7/1/19 - 7/31/19
|
|
|
|
|
|
|
|
||||||
Purchases by Company
|
7,004,690
|
|
|
$
|
41.39
|
|
|
7,004,690
|
|
|
$
|
5,136,315,065
|
|
8/1/19 - 8/31/19
|
|
|
|
|
|
|
|
||||||
Purchases by Company
|
7,225,000
|
|
|
42.08
|
|
|
7,225,000
|
|
|
4,832,308,943
|
|
||
9/1/19 - 9/30/19
|
|
|
|
|
|
|
|
||||||
Purchases by Company
|
6,130,000
|
|
|
43.43
|
|
|
6,130,000
|
|
|
4,566,076,675
|
|
ITEM 6
|
SELECTED FINANCIAL DATA
|
|
Year ended September 30,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
OPERATING RESULTS
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
23,968
|
|
|
$
|
23,400
|
|
|
$
|
22,835
|
|
|
$
|
14,184
|
|
|
$
|
10,510
|
|
Segment EBITA (1)
|
3,041
|
|
|
3,138
|
|
|
2,831
|
|
|
1,427
|
|
|
1,086
|
|
|||||
Income (loss) from continuing operations attributable to Johnson Controls (6)
|
1,100
|
|
|
1,175
|
|
|
672
|
|
|
(10
|
)
|
|
42
|
|
|||||
Net income (loss) attributable to Johnson Controls
|
5,674
|
|
|
2,162
|
|
|
1,611
|
|
|
(868
|
)
|
|
1,563
|
|
|||||
Earnings (loss) per share from continuing operations (6)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.26
|
|
|
$
|
1.27
|
|
|
$
|
0.72
|
|
|
$
|
(0.01
|
)
|
|
$
|
0.06
|
|
Diluted
|
1.26
|
|
|
1.26
|
|
|
0.71
|
|
|
(0.01
|
)
|
|
0.06
|
|
|||||
Return on average shareholders’ equity attributable to Johnson Controls (2) (6)
|
5
|
%
|
|
6
|
%
|
|
3
|
%
|
|
—
|
%
|
|
—
|
%
|
|||||
Capital expenditures
|
$
|
586
|
|
|
$
|
645
|
|
|
$
|
760
|
|
|
$
|
491
|
|
|
$
|
418
|
|
Depreciation and amortization
|
825
|
|
|
824
|
|
|
919
|
|
|
382
|
|
|
240
|
|
|||||
Number of employees
|
104,000
|
|
|
122,000
|
|
|
121,000
|
|
|
209,000
|
|
|
139,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
FINANCIAL POSITION
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital (as defined) (3)
|
$
|
975
|
|
|
$
|
471
|
|
|
$
|
449
|
|
|
$
|
(619
|
)
|
|
$
|
(220
|
)
|
Total assets
|
42,287
|
|
|
48,797
|
|
|
51,884
|
|
|
63,179
|
|
|
29,590
|
|
|||||
Long-term debt
|
6,708
|
|
|
9,623
|
|
|
11,885
|
|
|
10,966
|
|
|
5,237
|
|
|||||
Total debt
|
7,219
|
|
|
10,930
|
|
|
13,465
|
|
|
12,636
|
|
|
6,073
|
|
|||||
Shareholders' equity attributable to Johnson Controls
|
19,766
|
|
|
21,164
|
|
|
20,447
|
|
|
24,118
|
|
|
10,335
|
|
|||||
Total debt to capitalization (4)
|
27
|
%
|
|
34
|
%
|
|
40
|
%
|
|
34
|
%
|
|
37
|
%
|
|||||
Net book value per share (5)
|
$
|
25.42
|
|
|
$
|
22.88
|
|
|
$
|
22.03
|
|
|
$
|
25.77
|
|
|
$
|
15.96
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
ORDINARY SHARE INFORMATION
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends per share
|
$
|
1.04
|
|
|
$
|
1.04
|
|
|
$
|
1.00
|
|
|
$
|
1.16
|
|
|
$
|
1.04
|
|
Market prices
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
$
|
44.65
|
|
|
$
|
42.60
|
|
|
$
|
46.17
|
|
|
$
|
48.97
|
|
|
$
|
54.52
|
|
Low
|
28.30
|
|
|
32.89
|
|
|
36.74
|
|
|
30.30
|
|
|
38.48
|
|
|||||
Weighted average shares (in millions)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
870.2
|
|
|
925.7
|
|
|
935.3
|
|
|
667.4
|
|
|
655.2
|
|
|||||
Diluted
|
874.3
|
|
|
931.7
|
|
|
944.6
|
|
|
672.6
|
|
|
661.5
|
|
|||||
Number of shareholders
|
35,367
|
|
|
37,836
|
|
|
40,260
|
|
|
41,299
|
|
|
35,425
|
|
(1)
|
Segment earnings before interest, taxes and amortization ("EBITA") is calculated as income from continuing operations before income taxes and noncontrolling interests, excluding general corporate expenses, intangible asset amortization, net financing charges, restructuring and impairment costs, and net mark-to-market adjustments related to pension and postretirement plans and restricted asbestos investments. Refer to Note 19, “Segment Information,” of the notes to consolidated financial statements for a reconciliation of segment EBITA to income from continuing operations before income taxes.
|
(2)
|
Return on average shareholders’ equity attributable to Johnson Controls represents income from continuing operations attributable to Johnson Controls divided by average shareholders’ equity attributable to Johnson Controls.
|
(3)
|
Working capital is defined as current assets less current liabilities, excluding cash, short-term debt, the current portion of long-term debt, and the current portions of assets and liabilities held for sale.
|
(4)
|
Total debt to total capitalization represents total debt divided by the sum of total debt and shareholders’ equity attributable to Johnson Controls.
|
(5)
|
Net book value per share represents shareholders’ equity attributable to Johnson Controls divided by the number of shares outstanding at the end of the period.
|
(6)
|
Income (loss) from continuing operations attributable to Johnson Controls includes $235 million, $255 million, $347 million, $222 million and $204 million of significant restructuring and impairment costs in fiscal year 2019, 2018, 2017, 2016 and 2015, respectively. It also includes $618 million, $(24) million, $(384) million, $341 million and $368 million of net mark-to-market losses (gains) in fiscal year 2019, 2018, 2017, 2016 and 2015, respectively. The preceding amounts are stated on a pre-tax basis.
|
ITEM 7
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
|||||
Net sales
|
$
|
23,968
|
|
|
$
|
23,400
|
|
|
2
|
%
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
|||||
Cost of sales
|
$
|
16,275
|
|
|
$
|
15,733
|
|
|
3
|
%
|
Gross profit
|
7,693
|
|
|
7,667
|
|
|
—
|
%
|
||
% of sales
|
32.1
|
%
|
|
32.8
|
%
|
|
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
|||||
Selling, general and administrative expenses
|
$
|
6,244
|
|
|
$
|
5,642
|
|
|
11
|
%
|
% of sales
|
26.1
|
%
|
|
24.1
|
%
|
|
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
|||||
Restructuring and impairment costs
|
$
|
235
|
|
|
$
|
255
|
|
|
-8
|
%
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
|||||
Net financing charges
|
$
|
350
|
|
|
$
|
401
|
|
|
-13
|
%
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
|||||
Equity income
|
$
|
192
|
|
|
$
|
177
|
|
|
8
|
%
|
|
Year Ended
September 30,
|
|
|
||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
||||
Income tax provision (benefit)
|
$
|
(233
|
)
|
|
$
|
197
|
|
|
*
|
Effective tax rate
|
-22
|
%
|
|
13
|
%
|
|
|
|
Year Ended
September 30,
|
|
|
||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
||||
Income from discontinued operations, net of tax
|
$
|
4,598
|
|
|
$
|
1,034
|
|
|
*
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
|||||
Income from continuing operations attributable
to noncontrolling interests
|
$
|
189
|
|
|
$
|
174
|
|
|
9
|
%
|
Income from discontinued operations attributable
to noncontrolling interests
|
24
|
|
|
47
|
|
|
-49
|
%
|
|
Year Ended
September 30,
|
|
|
||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
||||
Net income attributable to Johnson Controls
|
$
|
5,674
|
|
|
$
|
2,162
|
|
|
*
|
|
Year Ended
September 30,
|
|
|
||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
||||
Comprehensive income attributable to
Johnson Controls
|
$
|
5,350
|
|
|
$
|
1,689
|
|
|
*
|
|
Net Sales
for the Year Ended
September 30,
|
|
|
|
Segment EBITA
for the Year Ended
September 30,
|
|
|
||||||||||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||
Building Solutions North America
|
$
|
9,031
|
|
|
$
|
8,679
|
|
|
4
|
%
|
|
$
|
1,153
|
|
|
$
|
1,109
|
|
|
4
|
%
|
Building Solutions EMEA/LA
|
3,655
|
|
|
3,696
|
|
|
-1
|
%
|
|
368
|
|
|
344
|
|
|
7
|
%
|
||||
Building Solutions Asia Pacific
|
2,658
|
|
|
2,553
|
|
|
4
|
%
|
|
341
|
|
|
347
|
|
|
-2
|
%
|
||||
Global Products
|
8,624
|
|
|
8,472
|
|
|
2
|
%
|
|
1,179
|
|
|
1,338
|
|
|
-12
|
%
|
||||
|
$
|
23,968
|
|
|
$
|
23,400
|
|
|
2
|
%
|
|
$
|
3,041
|
|
|
$
|
3,138
|
|
|
-3
|
%
|
•
|
The increase in Building Solutions North America was due to higher volumes ($380 million), partially offset by the unfavorable impact of foreign currency translation ($28 million). The increase in volumes was primarily attributable to higher installation / service sales.
|
•
|
The decrease in Building Solutions EMEA/LA was due to the unfavorable impact of foreign currency translation ($206 million) and lower volumes due to business divestitures ($5 million), partially offset by higher volumes ($165 million) and incremental sales related to a business acquisition ($5 million). The increase in volumes was primarily attributable to higher installation / service sales.
|
•
|
The increase in Building Solutions Asia Pacific was due to higher volumes ($190 million) and incremental sales related to a business acquisition ($1 million), partially offset by the unfavorable impact of foreign currency translation ($86 million). The increase in volumes was primarily attributable to higher installation / service sales.
|
•
|
The increase in Global Products was due to higher volumes ($446 million) and incremental sales related to business acquisitions ($16 million), partially offset by lower volumes related to business divestitures ($167 million) and the
|
•
|
The increase in Building Solutions North America was due to favorable volumes ($92 million) and prior year integration costs ($25 million), partially offset by higher SG&A, including incremental salesforce investments, and unfavorable mix ($45 million), current year integration costs ($26 million) and the unfavorable impact of foreign currency translation ($2 million).
|
•
|
The increase in Building Solutions EMEA/LA was due to favorable volumes / mix ($57 million), higher equity income ($11 million), prior year integration costs ($6 million) and incremental income related to a business acquisition ($1 million), partially offset by the unfavorable impact of foreign currency translation ($35 million), higher SG&A, including incremental salesforce investments ($12 million) and current year integration costs ($4 million).
|
•
|
The decrease in Building Solutions Asia Pacific was due to higher SG&A, including incremental salesforce investments ($18 million), the unfavorable impact of foreign currency translation ($8 million), current year integration costs ($2 million) and lower equity income ($1 million), partially offset by net favorable volumes / mix ($23 million).
|
•
|
The decrease in Global Products was due to a current year environmental charge ($140 million), a prior year gain on sale of Scott Safety ($114 million), higher SG&A and operating expenses, including product investments and prior year gains on business divestitures, net of productivity savings ($32 million), current year integration costs ($30 million), the unfavorable impact of foreign currency translation ($20 million), and lower income due to business divestitures and acquisitions ($19 million). These items were partially offset by favorable volumes / mix ($166 million), prior year integration costs ($27 million) and higher equity income ($3 million).
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2018
|
|
2017
|
|
Change
|
|||||
Net sales
|
$
|
23,400
|
|
|
$
|
22,835
|
|
|
2
|
%
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2018
|
|
2017
|
|
Change
|
|||||
Cost of sales
|
$
|
15,733
|
|
|
$
|
15,305
|
|
|
3
|
%
|
Gross profit
|
7,667
|
|
|
7,530
|
|
|
2
|
%
|
||
% of sales
|
32.8
|
%
|
|
33.0
|
%
|
|
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2018
|
|
2017
|
|
Change
|
|||||
Selling, general and administrative expenses
|
$
|
5,642
|
|
|
$
|
5,723
|
|
|
-1
|
%
|
% of sales
|
24.1
|
%
|
|
25.1
|
%
|
|
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2018
|
|
2017
|
|
Change
|
|||||
Restructuring and impairment costs
|
$
|
255
|
|
|
$
|
347
|
|
|
-27
|
%
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2018
|
|
2017
|
|
Change
|
|||||
Net financing charges
|
$
|
401
|
|
|
$
|
466
|
|
|
-14
|
%
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2018
|
|
2017
|
|
Change
|
|||||
Equity income
|
$
|
177
|
|
|
$
|
157
|
|
|
13
|
%
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2018
|
|
2017
|
|
Change
|
|||||
Income tax provision
|
$
|
197
|
|
|
$
|
322
|
|
|
-39
|
%
|
Effective tax rate
|
13
|
%
|
|
28
|
%
|
|
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2018
|
|
2017
|
|
Change
|
|||||
Income from discontinued operations, net of tax
|
$
|
1,034
|
|
|
$
|
990
|
|
|
4
|
%
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2018
|
|
2017
|
|
Change
|
|||||
Income from continuing operations attributable
to noncontrolling interests
|
$
|
174
|
|
|
$
|
157
|
|
|
11
|
%
|
Income from discontinued operations
attributable to noncontrolling interests
|
47
|
|
|
51
|
|
|
-8
|
%
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2018
|
|
2017
|
|
Change
|
|||||
Net income attributable to Johnson Controls
|
$
|
2,162
|
|
|
$
|
1,611
|
|
|
34
|
%
|
|
Year Ended
September 30,
|
|
|
|||||||
(in millions)
|
2018
|
|
2017
|
|
Change
|
|||||
Comprehensive income attributable to
Johnson Controls
|
$
|
1,689
|
|
|
$
|
1,710
|
|
|
-1
|
%
|
|
Net Sales
for the Year Ended
September 30,
|
|
|
|
Segment EBITA
for the Year Ended
September 30,
|
|
|
||||||||||||||
(in millions)
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
Building Solutions North America
|
$
|
8,679
|
|
|
$
|
8,341
|
|
|
4
|
%
|
|
$
|
1,109
|
|
|
$
|
1,039
|
|
|
7
|
%
|
Building Solutions EMEA/LA
|
3,696
|
|
|
3,595
|
|
|
3
|
%
|
|
344
|
|
|
290
|
|
|
19
|
%
|
||||
Building Solutions Asia Pacific
|
2,553
|
|
|
2,444
|
|
|
4
|
%
|
|
347
|
|
|
323
|
|
|
7
|
%
|
||||
Global Products
|
8,472
|
|
|
8,455
|
|
|
—
|
%
|
|
1,338
|
|
|
1,179
|
|
|
13
|
%
|
||||
|
$
|
23,400
|
|
|
$
|
22,835
|
|
|
2
|
%
|
|
$
|
3,138
|
|
|
$
|
2,831
|
|
|
11
|
%
|
•
|
The increase in Building Solutions North America was due to higher volumes ($343 million) and the favorable impact of foreign currency translation ($20 million), partially offset by the impact of prior year nonrecurring purchase accounting adjustments ($25 million). The increase in volumes was primarily attributable to higher HVAC, controls, fire and security sales.
|
•
|
The increase in Building Solutions EMEA/LA was due to the favorable impact of foreign currency translation ($132 million), higher volumes ($63 million) and incremental sales related to a business acquisition ($2 million), partially offset by lower volumes related to a business divestiture ($80 million) and the impact of prior year nonrecurring purchase accounting adjustments ($16 million). The increase in volumes was primarily attributable to strong service growth which was positive across all regions led by Europe and Latin America.
|
•
|
The increase in Building Solutions Asia Pacific was due to higher volumes ($61 million), the favorable impact of foreign currency translation ($61 million) and the impact of prior year nonrecurring purchase accounting adjustments ($1 million), partially offset by lower volumes related to a business divestiture ($14 million). The increase in volumes was primarily attributable to higher service sales.
|
•
|
The increase in Global Products was due to higher volumes ($571 million), the favorable impact of foreign currency translation ($103 million) and the impact of prior year nonrecurring purchase accounting adjustments ($6 million), partially offset by lower volumes related to business divestitures ($663 million). The increase in volumes was primarily attributable to higher building management, HVAC and refrigeration equipment, and specialty products sales.
|
•
|
The increase in Building Solutions North America was due to favorable volumes / mix ($100 million), prior year integration costs ($42 million), prior year transaction costs ($13 million), and the favorable impact of foreign currency translation ($1 million), partially offset by higher SG&A including incremental salesforce investments ($37 million), current year integration costs ($25 million) and prior year nonrecurring purchase accounting adjustments ($24 million).
|
•
|
The increase in Building Solutions EMEA/LA was due to a prior year unfavorable arbitration award ($50 million), favorable volumes / mix ($26 million), lower SG&A ($14 million), the favorable impact of foreign currency translation ($7 million), prior year integration costs ($6 million) and prior year transaction costs ($5 million), partially offset by prior
|
•
|
The increase in Building Solutions Asia Pacific was due to higher volumes / mix ($33 million), prior year integration costs ($5 million), prior year transaction costs ($2 million), prior year nonrecurring purchase accounting adjustments ($2 million) and the favorable impact of foreign currency translation ($1 million), partially offset by higher SG&A including incremental salesforce investments ($15 million), and unfavorable pricing ($4 million).
|
•
|
The increase in Global Products was due to favorable volumes / mix ($219 million), a gain on sale of Scott Safety ($114 million), prior year nonrecurring purchase accounting adjustments ($71 million), higher equity income ($25 million), prior year integration costs ($25 million), the favorable impact of foreign currency translation ($20 million) and prior year transaction costs ($13 million). These items were partially offset by lower income due to business divestitures ($167 million), higher SG&A and operating expenses including planned incremental global product and channel investments, partially offset by productivity savings and gains on business divestitures ($134 million), and current year integration costs ($27 million).
|
|
September 30,
2019
|
|
September 30,
2018
|
|
|
|||||
(in millions)
|
|
|
Change
|
|||||||
Current assets
|
$
|
12,393
|
|
|
$
|
11,823
|
|
|
|
|
Current liabilities
|
(9,070
|
)
|
|
(11,250
|
)
|
|
|
|||
|
3,323
|
|
|
573
|
|
|
*
|
|
||
|
|
|
|
|
|
|||||
Less: Cash
|
(2,805
|
)
|
|
(185
|
)
|
|
|
|||
Add: Short-term debt
|
10
|
|
|
1,306
|
|
|
|
|||
Add: Current portion of long-term debt
|
501
|
|
|
1
|
|
|
|
|||
Less: Assets held for sale
|
(98
|
)
|
|
(3,015
|
)
|
|
|
|||
Add: Liabilities held for sale
|
44
|
|
|
1,791
|
|
|
|
|||
Working capital (as defined)
|
$
|
975
|
|
|
$
|
471
|
|
|
*
|
|
|
|
|
|
|
|
|||||
Accounts receivable
|
$
|
5,770
|
|
|
$
|
5,622
|
|
|
3
|
%
|
Inventories
|
1,814
|
|
|
1,819
|
|
|
—
|
%
|
||
Accounts payable
|
3,582
|
|
|
3,407
|
|
|
5
|
%
|
||
|
|
|
|
|
|
|||||
* 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 portions of assets and liabilities held for sale. Management believes that this measure of working capital, which excludes financing-related items and businesses to be divested, provides a more useful measurement of the Company’s operating performance.
|
•
|
The increase in working capital at September 30, 2019 as compared to September 30, 2018, was primarily due to an increase in accounts receivable due to organic sales growth and other current assets, partially offset by an increase in accounts payable due to timing and mix of supplier payments, and other current liabilities.
|
•
|
The Company’s days sales in accounts receivable at September 30, 2019 were 67, a slight decrease from 68 at September 30, 2018. There has been no significant adverse change in the level of overdue receivables or significant changes in revenue recognition methods.
|
•
|
The Company’s inventory turns for the year ended September 30, 2019 were slightly higher than the comparable period ended September 30, 2018 primarily due to changes in inventory production levels.
|
•
|
Days in accounts payable at September 30, 2019 were 72 days, the same as at the comparable period ended September 30, 2018.
|
|
Year Ended September 30,
|
||||||
(in millions)
|
2019
|
|
2018
|
||||
Cash provided by operating activities
|
$
|
1,743
|
|
|
$
|
1,520
|
|
Cash provided (used) by investing activities
|
(533
|
)
|
|
1,568
|
|
||
Cash used by financing activities
|
(10,519
|
)
|
|
(3,749
|
)
|
•
|
The increase in cash provided by operating activities was primarily due to lower restructuring payments and higher partially-owned affiliate dividends.
|
•
|
The increase in cash used by investing activities was primarily due to net cash proceeds received from the Scott Safety business divestiture in the prior year, partially offset by lower capital expenditures.
|
•
|
The increase in cash used by financing activities was primarily due to higher stock repurchases and higher net repayments of debt.
|
|
September 30,
2019 |
|
September 30,
2018 |
|
|
|||||
(in millions)
|
|
|
Change
|
|||||||
Short-term debt
|
$
|
10
|
|
|
$
|
1,306
|
|
|
|
|
Current portion of long-term debt
|
501
|
|
|
1
|
|
|
|
|||
Long-term debt
|
6,708
|
|
|
9,623
|
|
|
|
|||
Total debt
|
$
|
7,219
|
|
|
$
|
10,930
|
|
|
-34
|
%
|
Less: cash and cash equivalents
|
2,805
|
|
|
185
|
|
|
|
|||
Total net debt
|
$
|
4,414
|
|
|
$
|
10,745
|
|
|
-59
|
%
|
|
|
|
|
|
|
|||||
Shareholders’ equity attributable to Johnson Controls ordinary
shareholders
|
19,766
|
|
|
21,164
|
|
|
-7
|
%
|
||
Total capitalization
|
$
|
24,180
|
|
|
$
|
31,909
|
|
|
-24
|
%
|
|
|
|
|
|
|
|||||
Total net debt as a % of total capitalization
|
18.3
|
%
|
|
33.7
|
%
|
|
|
•
|
Net debt and net debt as a percentage of total capitalization are non-GAAP financial measures. The Company believes the percentage of total net debt to total capitalization is useful to understanding the Company’s financial condition as it provides a review of the extent to which the Company relies on external debt financing for its funding and is a measure of risk to its shareholders.
|
•
|
In the third quarter of fiscal 2019, the Company began deploying the net cash proceeds from the Power Solution sale, which included a reduction in debt of approximately $3.4 billion and share repurchases. The debt reduction included short-term and long-term debt repayments, including a $1.5 billion debt tender as further described below.
|
•
|
The Company believes its capital resources and liquidity position at September 30, 2019 are adequate to meet projected needs. The Company believes requirements for working capital, capital expenditures, dividends, stock repurchases, minimum pension contributions, debt maturities and any potential acquisitions in fiscal 2020 will continue to be funded from operations, supplemented by short- and long-term borrowings, if required. The Company currently manages its short-term debt position in the U.S. and euro commercial paper markets and bank loan markets. In the event the Company is unable to issue commercial paper, it would have the ability to draw on its $2.0 billion revolving credit facility. The facility matures in August 2020. There were no draws on the revolving credit facility as of September 30, 2019 and 2018. The Company also selectively makes use of short-term credit lines other than its revolving credit facility. The Company, as of September 30, 2019, could borrow up to $2.8 billion based on committed credit lines. In addition, the Company held cash and cash equivalents of $2.8 billion as of September 30, 2019. As such, the Company believes it has sufficient financial resources to fund operations and meet its obligations for the foreseeable future.
|
•
|
In June 2019, the Company completed a "modified Dutch auction" tender offer to repurchase approximately $4.0 billion of its ordinary shares at a price of $39.25 per share.
|
•
|
In May 2019, the Company completed the debt tender offer to purchase up to $1.5 billion in aggregate principal amount of certain of its outstanding notes for $1.6 billion total consideration. The Company recognized a loss on the extinguishment of debt of $60 million, which was recorded within the net financing charges in the consolidated statements of income.
|
•
|
The Company’s debt financial covenant in its revolving credit facility requires 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. As of September 30, 2019, the Company was in compliance with all covenants and other requirements set forth in its credit agreements and the indentures, governing its notes, and expect to remain in compliance
|
•
|
The Company earns a significant amount of its income outside of the parent company. Outside basis differences in these subsidiaries are deemed to be permanently reinvested except in limited circumstances. However, in fiscal 2019, the Company provided income tax expense related to a change in the Company's assertion over the outside basis differences of the Company’s investment in certain subsidiaries as a result of the planned divestiture of the Power Solutions business. Also, in fiscal 2018, due to U.S. Tax Reform, the Company provided income tax related to the change in the Company’s assertion over the outside basis difference of certain non-U.S. subsidiaries owned directly or indirectly by U.S. subsidiaries. Under U.S. Tax Reform, the U.S. has enacted a tax system that provides an exemption for dividends received by U.S. corporations from 10% or more owned non-U.S. corporations. However, certain non-U.S, U.S. state and withholding taxes may still apply when closing an outside basis difference via distribution or other transactions. In addition, 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 as well as the outside basis of certain nonconsolidated subsidiaries. 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. 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 the U.S., should the Company require more capital than is generated by its operations, the Company could elect to raise capital in the U.S. through debt or equity issuances. The Company has borrowed funds in the U.S. and continues to have the ability to borrow funds in the U.S. at reasonable interest rates. 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 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. These alternatives could result in increased interest expense or other dilution of the Company’s earnings.
|
•
|
To better align its resources with its growth strategies and reduce the cost structure of its global operations in certain underlying markets, the Company committed to a significant restructuring plan in fiscal 2018 and recorded $255 million of restructuring and impairment costs for continuing operations in the consolidated statements of income. The restructuring action related to cost reduction initiatives in the Company’s Building Technologies & Solutions business and at Corporate. The costs consist primarily of workforce reductions, plant closures and asset impairments. The Company currently estimates that upon completion of the restructuring action, the fiscal 2018 restructuring plan will reduce annual operating costs for continuing operations by approximately $300 million, which is primarily the result of lower cost of sales and SG&A due to reduced employee-related costs, depreciation and amortization expense. The Company expects the annual benefit of these actions will be substantially realized in 2020. For fiscal 2019, the savings, net of execution costs, were approximately 70% of the expected annual operating cost reduction. The restructuring action is expected to be substantially complete in 2020. The restructuring plan reserve balance of $102 million at September 30, 2019 is expected to be paid in cash.
|
•
|
To better align its resources with its growth strategies and reduce the cost structure of its global operations in certain underlying markets, the Company committed to a significant restructuring plan in fiscal 2017 and recorded $347 million of restructuring and impairment costs for continuing operations in the consolidated statements of income. The restructuring action related to cost reduction initiatives in the Company’s Building Technologies & Solutions business and at Corporate. The costs consist primarily of workforce reductions, plant closures and asset impairments. The Company currently estimates that upon completion of the restructuring action, the fiscal 2017 restructuring plan will reduce annual operating costs from continuing operations for continuing operations by approximately $260 million, which is primarily the result of lower cost of sales and SG&A expenses due to reduced employee-related costs, depreciation and amortization expense. The Company substantially realized the annual benefit of these actions in fiscal 2019. The restructuring actions are expected to be substantially complete in fiscal 2020. The restructuring plan reserve balance of $61 million at September 30, 2019 is expected to be paid in cash.
|
•
|
To better align its resources with its growth strategies and reduce the cost structure of its global operations to address the softness in certain underlying markets, the Company committed to a significant restructuring plan in fiscal 2016 and recorded $222 million of restructuring and impairment costs for continuing operations in the consolidated statements of income. The restructuring action related to cost reduction initiatives in the Company’s Building Technologies & Solutions business and at Corporate. The costs consist primarily of workforce reductions, plant closures, asset impairments and change-in-control payments. The restructuring action has reduced annual operating costs for continuing operations by
|
•
|
Refer to Note 9, "Debt and Financing Arrangements," of the notes to consolidated financial statements for additional information on items impacting capitalization.
|
|
Total
|
|
2020
|
|
2021-2022
|
|
2023-2024
|
|
2025
and Beyond
|
||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt*
|
$
|
7,240
|
|
|
$
|
501
|
|
|
$
|
1,500
|
|
|
$
|
1,486
|
|
|
$
|
3,753
|
|
Interest on long-term debt*
|
3,834
|
|
|
220
|
|
|
384
|
|
|
358
|
|
|
2,872
|
|
|||||
Operating leases
|
1,193
|
|
|
352
|
|
|
487
|
|
|
182
|
|
|
172
|
|
|||||
Purchase obligations
|
1,072
|
|
|
907
|
|
|
147
|
|
|
18
|
|
|
—
|
|
|||||
Pension and postretirement contributions
|
415
|
|
|
54
|
|
|
69
|
|
|
76
|
|
|
216
|
|
|||||
Total contractual cash obligations
|
$
|
13,754
|
|
|
$
|
2,034
|
|
|
$
|
2,587
|
|
|
$
|
2,120
|
|
|
$
|
7,013
|
|
(in millions, except per share data)
(quarterly amounts unaudited)
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Full
Year
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2019
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
5,464
|
|
|
$
|
5,779
|
|
|
$
|
6,451
|
|
|
$
|
6,274
|
|
|
$
|
23,968
|
|
Gross profit
|
1,725
|
|
|
1,844
|
|
|
2,144
|
|
|
1,980
|
|
|
7,693
|
|
|||||
Net income (1)
|
399
|
|
|
558
|
|
|
4,276
|
|
|
654
|
|
|
5,887
|
|
|||||
Net income attributable to Johnson Controls
|
355
|
|
|
515
|
|
|
4,192
|
|
|
612
|
|
|
5,674
|
|
|||||
Earnings per share (2)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
0.39
|
|
|
0.57
|
|
|
4.81
|
|
|
0.78
|
|
|
6.52
|
|
|||||
Diluted
|
0.38
|
|
|
0.57
|
|
|
4.79
|
|
|
0.77
|
|
|
6.49
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
5,305
|
|
|
$
|
5,630
|
|
|
$
|
6,282
|
|
|
$
|
6,183
|
|
|
$
|
23,400
|
|
Gross profit
|
1,698
|
|
|
1,824
|
|
|
2,088
|
|
|
2,057
|
|
|
7,667
|
|
|||||
Net income (3)
|
271
|
|
|
483
|
|
|
804
|
|
|
825
|
|
|
2,383
|
|
|||||
Net income attributable to Johnson Controls
|
230
|
|
|
438
|
|
|
723
|
|
|
771
|
|
|
2,162
|
|
|||||
Earnings per share (2)
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
0.25
|
|
|
0.47
|
|
|
0.78
|
|
|
0.83
|
|
|
2.34
|
|
|||||
Diluted
|
0.25
|
|
|
0.47
|
|
|
0.78
|
|
|
0.83
|
|
|
2.32
|
|
(1)
|
The fiscal 2019 first quarter net income includes $50 million of transaction and integration costs and $21 million of mark-to-market losses. The fiscal 2019 second quarter net income includes $70 million of transaction and integration costs and $20 million of mark-to-market gains. The fiscal 2019 third quarter net income includes a $5.2 billion gain on sale of the Power Solutions business, net of transaction and other costs, $235 million of significant restructuring and impairment costs, $226 million of tax indemnification reserve release, $140 million of environmental charge, $86 million of transaction and integration costs, $60 million of loss on debt extinguishment and $9 million of mark-to-market gains. The fiscal 2019 fourth quarter net income includes $626 million of net mark-to-market losses and $111 million of transaction and integration costs. The preceding amounts are stated on a pre-tax and pre-noncontrolling interest impact basis and include both continuing and discontinued operations activity.
|
(2)
|
Due to the use of the weighted-average shares outstanding for each quarter for computing earnings per share, the sum of the quarterly per share amounts may not equal the per share amount for the year.
|
(3)
|
The fiscal 2018 first quarter net income includes a $114 million gain on sale of Scott Safety, $158 million of significant restructuring and impairment costs, and $50 million of transaction and integration costs. The fiscal 2018 second quarter net income includes $64 million of transaction and integration costs. The fiscal 2018 third quarter net income includes $51 million of transaction and integration costs. The fiscal 2018 fourth quarter net income includes $10 million of net mark-to-market gains on pension and postretirement plans, $105 million of significant restructuring and impairment costs, and $69 million of transaction and integration costs. The preceding amounts are stated on a pre-tax and pre-noncontrolling interest impact basis and include both continuing and discontinued operations activity.
|
ITEM 7A
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
|
|
|
|
|
|
|
Consolidated Statements of Comprehensive Income (Loss) for the years ended September 30, 2019, 2018
and 2017
|
|
|
|
|
|
|
|
Consolidated Statements of Shareholders' Equity Attributable to Johnson Controls Ordinary Shareholders
for the years ended September 30, 2019, 2018 and 2017
|
|
|
|
|
|
Schedule II - Valuation and Qualifying Accounts for the years ended September 30, 2019, 2018 and 2017
|
/s/ PricewaterhouseCoopers LLP
|
Milwaukee, Wisconsin
|
November 21, 2019
|
|
Year Ended September 30,
|
||||||||||
(in millions, except per share data)
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
|
|
|
|
||||||
Products and systems
|
$
|
17,711
|
|
|
$
|
17,332
|
|
|
$
|
16,762
|
|
Services
|
6,257
|
|
|
6,068
|
|
|
6,073
|
|
|||
|
23,968
|
|
|
23,400
|
|
|
22,835
|
|
|||
Cost of sales
|
|
|
|
|
|
||||||
Products and systems
|
12,577
|
|
|
12,315
|
|
|
11,692
|
|
|||
Services
|
3,698
|
|
|
3,418
|
|
|
3,613
|
|
|||
|
16,275
|
|
|
15,733
|
|
|
15,305
|
|
|||
|
|
|
|
|
|
||||||
Gross profit
|
7,693
|
|
|
7,667
|
|
|
7,530
|
|
|||
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
(6,244
|
)
|
|
(5,642
|
)
|
|
(5,723
|
)
|
|||
Restructuring and impairment costs
|
(235
|
)
|
|
(255
|
)
|
|
(347
|
)
|
|||
Net financing charges
|
(350
|
)
|
|
(401
|
)
|
|
(466
|
)
|
|||
Equity income
|
192
|
|
|
177
|
|
|
157
|
|
|||
|
|
|
|
|
|
||||||
Income from continuing operations before income taxes
|
1,056
|
|
|
1,546
|
|
|
1,151
|
|
|||
|
|
|
|
|
|
||||||
Income tax provision (benefit)
|
(233
|
)
|
|
197
|
|
|
322
|
|
|||
|
|
|
|
|
|
||||||
Income from continuing operations
|
1,289
|
|
|
1,349
|
|
|
829
|
|
|||
|
|
|
|
|
|
||||||
Income from discontinued operations, net of tax (Note 3)
|
4,598
|
|
|
1,034
|
|
|
990
|
|
|||
|
|
|
|
|
|
||||||
Net income
|
5,887
|
|
|
2,383
|
|
|
1,819
|
|
|||
|
|
|
|
|
|
||||||
Income from continuing operations attributable to noncontrolling interests
|
189
|
|
|
174
|
|
|
157
|
|
|||
Income from discontinued operations attributable to noncontrolling interests
|
24
|
|
|
47
|
|
|
51
|
|
|||
|
|
|
|
|
|
||||||
Net income attributable to Johnson Controls
|
$
|
5,674
|
|
|
$
|
2,162
|
|
|
$
|
1,611
|
|
|
|
|
|
|
|
||||||
Amounts attributable to Johnson Controls ordinary shareholders:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1,100
|
|
|
$
|
1,175
|
|
|
$
|
672
|
|
Income from discontinued operations
|
4,574
|
|
|
987
|
|
|
939
|
|
|||
Net income
|
$
|
5,674
|
|
|
$
|
2,162
|
|
|
$
|
1,611
|
|
|
|
|
|
|
|
||||||
Basic earnings per share attributable to Johnson Controls
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
1.26
|
|
|
$
|
1.27
|
|
|
$
|
0.72
|
|
Discontinued operations
|
5.26
|
|
|
1.07
|
|
|
1.00
|
|
|||
Net income
|
$
|
6.52
|
|
|
$
|
2.34
|
|
|
$
|
1.72
|
|
|
|
|
|
|
|
||||||
Diluted earnings per share attributable to Johnson Controls
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
1.26
|
|
|
$
|
1.26
|
|
|
$
|
0.71
|
|
Discontinued operations
|
5.23
|
|
|
1.06
|
|
|
0.99
|
|
|||
Net income *
|
$
|
6.49
|
|
|
$
|
2.32
|
|
|
$
|
1.71
|
|
*
|
Certain items do not sum due to rounding.
|
|
Year Ended September 30,
|
||||||||||
(in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Net income
|
$
|
5,887
|
|
|
$
|
2,383
|
|
|
$
|
1,819
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(342
|
)
|
|
(483
|
)
|
|
103
|
|
|||
Realized and unrealized gains (losses) on derivatives
|
6
|
|
|
(29
|
)
|
|
(14
|
)
|
|||
Realized and unrealized gains on marketable securities
|
—
|
|
|
4
|
|
|
5
|
|
|||
Pension and postretirement plans
|
(6
|
)
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
||||||
Other comprehensive income (loss)
|
(342
|
)
|
|
(508
|
)
|
|
94
|
|
|||
|
|
|
|
|
|
||||||
Total comprehensive income
|
5,545
|
|
|
1,875
|
|
|
1,913
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive income attributable to noncontrolling interests
|
195
|
|
|
186
|
|
|
203
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive income attributable to Johnson Controls
|
$
|
5,350
|
|
|
$
|
1,689
|
|
|
$
|
1,710
|
|
|
September 30,
|
||||||
(in millions, except par value and share data)
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Assets
|
|
|
|
||||
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,805
|
|
|
$
|
185
|
|
Accounts receivable, less allowance for doubtful
accounts of $173 and $169, respectively
|
5,770
|
|
|
5,622
|
|
||
Inventories
|
1,814
|
|
|
1,819
|
|
||
Assets held for sale
|
98
|
|
|
3,015
|
|
||
Other current assets
|
1,906
|
|
|
1,182
|
|
||
Current assets
|
12,393
|
|
|
11,823
|
|
||
|
|
|
|
||||
Property, plant and equipment - net
|
3,348
|
|
|
3,300
|
|
||
Goodwill
|
18,178
|
|
|
18,381
|
|
||
Other intangible assets - net
|
5,632
|
|
|
6,187
|
|
||
Investments in partially-owned affiliates
|
853
|
|
|
848
|
|
||
Noncurrent assets held for sale
|
60
|
|
|
5,188
|
|
||
Other noncurrent assets
|
1,823
|
|
|
3,070
|
|
||
Total assets
|
$
|
42,287
|
|
|
$
|
48,797
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
||||
|
|
|
|
||||
Short-term debt
|
$
|
10
|
|
|
$
|
1,306
|
|
Current portion of long-term debt
|
501
|
|
|
1
|
|
||
Accounts payable
|
3,582
|
|
|
3,407
|
|
||
Accrued compensation and benefits
|
953
|
|
|
1,021
|
|
||
Deferred revenue
|
1,407
|
|
|
1,326
|
|
||
Liabilities held for sale
|
44
|
|
|
1,791
|
|
||
Other current liabilities
|
2,573
|
|
|
2,398
|
|
||
Current liabilities
|
9,070
|
|
|
11,250
|
|
||
|
|
|
|
||||
Long-term debt
|
6,708
|
|
|
9,623
|
|
||
Pension and postretirement benefits
|
1,044
|
|
|
616
|
|
||
Noncurrent liabilities held for sale
|
—
|
|
|
207
|
|
||
Other noncurrent liabilities
|
4,636
|
|
|
4,643
|
|
||
Long-term liabilities
|
12,388
|
|
|
15,089
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 22)
|
|
|
|
||||
|
|
|
|
||||
Ordinary shares (par value $0.01; 2.0 billion shares authorized; shares issued: 2019 -
804,495,430; 2018 - 950,969,965)
|
8
|
|
|
10
|
|
||
Ordinary A shares (par value €1.00; 40,000 shares authorized, none outstanding as of
September 30, 2019 and 2018)
|
—
|
|
|
—
|
|
||
Preferred shares (par value $0.01; 200,000,000 shares authorized, none outstanding as of
September 30, 2019 and 2018)
|
—
|
|
|
—
|
|
||
Ordinary shares held in treasury, at cost (shares held: 2019 - 26,864,793; 2018 - 25,963,004)
|
(1,086
|
)
|
|
(1,053
|
)
|
||
Capital in excess of par value
|
16,812
|
|
|
16,549
|
|
||
Retained earnings
|
4,827
|
|
|
6,604
|
|
||
Accumulated other comprehensive loss
|
(795
|
)
|
|
(946
|
)
|
||
Shareholders’ equity attributable to Johnson Controls
|
19,766
|
|
|
21,164
|
|
||
Noncontrolling interests
|
1,063
|
|
|
1,294
|
|
||
Total equity
|
20,829
|
|
|
22,458
|
|
||
Total liabilities and equity
|
$
|
42,287
|
|
|
$
|
48,797
|
|
|
Year Ended September 30,
|
||||||||||
(in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Operating Activities of Continuing Operations
|
|
|
|
|
|
||||||
Net income from continuing operations attributable to Johnson Controls
|
$
|
1,100
|
|
|
$
|
1,175
|
|
|
$
|
672
|
|
Income from continuing operations attributable to noncontrolling interests
|
189
|
|
|
174
|
|
|
157
|
|
|||
Net income from continuing operations
|
1,289
|
|
|
1,349
|
|
|
829
|
|
|||
Adjustments to reconcile net income from continuing operations to cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
825
|
|
|
824
|
|
|
919
|
|
|||
Pension and postretirement benefit expense (income)
|
515
|
|
|
(170
|
)
|
|
(533
|
)
|
|||
Pension and postretirement contributions
|
(53
|
)
|
|
(56
|
)
|
|
(342
|
)
|
|||
Equity in earnings of partially-owned affiliates, net of dividends received
|
(34
|
)
|
|
(128
|
)
|
|
(92
|
)
|
|||
Deferred income taxes
|
612
|
|
|
(739
|
)
|
|
573
|
|
|||
Non-cash restructuring and impairment charges
|
235
|
|
|
36
|
|
|
71
|
|
|||
Gain on Scott Safety business divestiture
|
—
|
|
|
(114
|
)
|
|
—
|
|
|||
Equity-based compensation
|
95
|
|
|
106
|
|
|
134
|
|
|||
Other - net
|
29
|
|
|
(35
|
)
|
|
(12
|
)
|
|||
Changes in assets and liabilities, excluding acquisitions and divestitures:
|
|
|
|
|
|
||||||
Accounts receivable
|
(312
|
)
|
|
(475
|
)
|
|
(225
|
)
|
|||
Inventories
|
(72
|
)
|
|
(103
|
)
|
|
(51
|
)
|
|||
Other assets
|
(99
|
)
|
|
(171
|
)
|
|
(112
|
)
|
|||
Restructuring reserves
|
(121
|
)
|
|
1
|
|
|
95
|
|
|||
Accounts payable and accrued liabilities
|
56
|
|
|
340
|
|
|
(130
|
)
|
|||
Accrued income taxes
|
(1,222
|
)
|
|
855
|
|
|
(753
|
)
|
|||
Cash provided by operating activities from continuing operations
|
1,743
|
|
|
1,520
|
|
|
371
|
|
|||
|
|
|
|
|
|
||||||
Investing Activities of Continuing Operations
|
|
|
|
|
|
||||||
Capital expenditures
|
(586
|
)
|
|
(645
|
)
|
|
(760
|
)
|
|||
Sale of property, plant and equipment
|
27
|
|
|
48
|
|
|
29
|
|
|||
Acquisition of businesses, net of cash acquired
|
(25
|
)
|
|
(21
|
)
|
|
(6
|
)
|
|||
Business divestitures, net of cash divested
|
12
|
|
|
2,202
|
|
|
168
|
|
|||
Changes in long-term investments
|
25
|
|
|
(1
|
)
|
|
(21
|
)
|
|||
Proceeds (payments) for equity swap
|
14
|
|
|
(15
|
)
|
|
(58
|
)
|
|||
Cash provided (used) by investing activities from continuing operations
|
(533
|
)
|
|
1,568
|
|
|
(648
|
)
|
|||
|
|
|
|
|
|
||||||
Financing Activities of Continuing Operations
|
|
|
|
|
|
||||||
Increase (decrease) in short-term debt - net
|
(1,296
|
)
|
|
96
|
|
|
143
|
|
|||
Increase in long-term debt
|
—
|
|
|
1,136
|
|
|
1,857
|
|
|||
Repayment of long-term debt
|
(2,333
|
)
|
|
(3,704
|
)
|
|
(1,275
|
)
|
|||
Debt financing costs
|
—
|
|
|
(4
|
)
|
|
(18
|
)
|
|||
Stock repurchases
|
(5,983
|
)
|
|
(300
|
)
|
|
(651
|
)
|
|||
Payment of cash dividends
|
(920
|
)
|
|
(954
|
)
|
|
(702
|
)
|
|||
Proceeds from the exercise of stock options
|
171
|
|
|
66
|
|
|
157
|
|
|||
Dividends paid to noncontrolling interests
|
(132
|
)
|
|
(43
|
)
|
|
(57
|
)
|
|||
Cash paid to prior acquisitions
|
—
|
|
|
—
|
|
|
(75
|
)
|
|||
Cash received for prior divestitures
|
4
|
|
|
—
|
|
|
—
|
|
|||
Employee equity-based compensation withholding
|
(31
|
)
|
|
(42
|
)
|
|
(34
|
)
|
|||
Other - net
|
1
|
|
|
—
|
|
|
6
|
|
|||
Cash used by financing activities from continuing operations
|
(10,519
|
)
|
|
(3,749
|
)
|
|
(649
|
)
|
|||
|
|
|
|
|
|
||||||
Discontinued Operations
|
|
|
|
|
|
||||||
Cash provided (used) by operating activities
|
(541
|
)
|
|
996
|
|
|
(271
|
)
|
|||
Cash provided (used) by investing activities
|
12,611
|
|
|
(372
|
)
|
|
(599
|
)
|
|||
Cash used by financing activities
|
(35
|
)
|
|
(3
|
)
|
|
(703
|
)
|
|||
Cash provided (used) by discontinued operations
|
12,035
|
|
|
621
|
|
|
(1,573
|
)
|
|||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(120
|
)
|
|
(106
|
)
|
|
54
|
|
|||
Change in cash, cash equivalents and restricted cash held for sale
|
15
|
|
|
14
|
|
|
2,123
|
|
|||
Increase (decrease) in cash, cash equivalents and restricted cash
|
2,621
|
|
|
(132
|
)
|
|
(322
|
)
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
200
|
|
|
332
|
|
|
654
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
2,821
|
|
|
200
|
|
|
332
|
|
|||
Less: Restricted cash
|
16
|
|
|
15
|
|
|
31
|
|
|||
Cash and cash equivalents at end of period
|
$
|
2,805
|
|
|
$
|
185
|
|
|
$
|
301
|
|
(in millions, except per share data)
|
Total
|
|
Ordinary
Shares
|
|
Capital in
Excess of
Par Value
|
|
Retained
Earnings
|
|
Treasury
Stock,
at Cost
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||||||
At September 30, 2016
|
$
|
24,118
|
|
|
$
|
9
|
|
|
$
|
16,105
|
|
|
$
|
9,177
|
|
|
$
|
(20
|
)
|
|
$
|
(1,153
|
)
|
Comprehensive income
|
1,710
|
|
|
—
|
|
|
—
|
|
|
1,611
|
|
|
—
|
|
|
99
|
|
||||||
Cash dividends
Ordinary ($1.00 per share) |
(938
|
)
|
|
—
|
|
|
—
|
|
|
(938
|
)
|
|
—
|
|
|
—
|
|
||||||
Repurchases of ordinary shares
|
(651
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(651
|
)
|
|
—
|
|
||||||
Spin-off of Adient
|
(4,038
|
)
|
|
—
|
|
|
—
|
|
|
(4,619
|
)
|
|
—
|
|
|
581
|
|
||||||
Other, including options exercised
|
246
|
|
|
—
|
|
|
285
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
||||||
At September 30, 2017
|
20,447
|
|
|
9
|
|
|
16,390
|
|
|
5,231
|
|
|
(710
|
)
|
|
(473
|
)
|
||||||
Comprehensive income (loss)
|
1,689
|
|
|
—
|
|
|
—
|
|
|
2,162
|
|
|
—
|
|
|
(473
|
)
|
||||||
Cash dividends
Ordinary ($1.04 per share) |
(968
|
)
|
|
—
|
|
|
—
|
|
|
(968
|
)
|
|
—
|
|
|
—
|
|
||||||
Repurchases of ordinary shares
|
(300
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(300
|
)
|
|
—
|
|
||||||
Adoption of ASU 2016-09
|
179
|
|
|
—
|
|
|
—
|
|
|
179
|
|
|
—
|
|
|
—
|
|
||||||
Other, including options exercised
|
117
|
|
|
1
|
|
|
159
|
|
|
—
|
|
|
(43
|
)
|
|
—
|
|
||||||
At September 30, 2018
|
21,164
|
|
|
10
|
|
|
16,549
|
|
|
6,604
|
|
|
(1,053
|
)
|
|
(946
|
)
|
||||||
Comprehensive income (loss)
|
5,350
|
|
|
—
|
|
|
—
|
|
|
5,674
|
|
|
—
|
|
|
(324
|
)
|
||||||
Cash dividends
Ordinary ($1.04 per share) |
(887
|
)
|
|
—
|
|
|
—
|
|
|
(887
|
)
|
|
—
|
|
|
—
|
|
||||||
Repurchases and retirements of ordinary shares
|
(5,983
|
)
|
|
(2
|
)
|
|
—
|
|
|
(5,981
|
)
|
|
—
|
|
|
—
|
|
||||||
Divestiture of Power Solutions
|
483
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
483
|
|
||||||
Adoption of ASC 606
|
(45
|
)
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
—
|
|
||||||
Adoption of ASU 2016-01
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
(8
|
)
|
||||||
Adoption of ASU 2016-16
|
(546
|
)
|
|
—
|
|
|
—
|
|
|
(546
|
)
|
|
—
|
|
|
—
|
|
||||||
Other, including options exercised
|
230
|
|
|
—
|
|
|
263
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
||||||
At September 30, 2019
|
$
|
19,766
|
|
|
$
|
8
|
|
|
$
|
16,812
|
|
|
$
|
4,827
|
|
|
$
|
(1,086
|
)
|
|
$
|
(795
|
)
|
|
September 30, 2019
|
||||||||||
|
As reported
|
|
Under previous accounting guidance
|
|
Impact from adopting the New Revenue Standard
|
||||||
Consolidated Statement of Financial Position
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Assets
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Accounts receivable - net
|
$
|
5,770
|
|
|
$
|
5,802
|
|
|
$
|
(32
|
)
|
Inventories
|
1,814
|
|
|
1,828
|
|
|
(14
|
)
|
|||
Other current assets
|
1,906
|
|
|
1,931
|
|
|
(25
|
)
|
|||
Property, plant and equipment - net
|
3,348
|
|
|
3,308
|
|
|
40
|
|
|||
Other noncurrent assets
|
1,823
|
|
|
1,794
|
|
|
29
|
|
|||
|
|
|
|
|
|
||||||
Liabilities and Equity
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Deferred revenue
|
1,407
|
|
|
1,398
|
|
|
9
|
|
|||
Retained earnings
|
4,827
|
|
|
4,838
|
|
|
(11
|
)
|
|||
|
|
|
|
|
|
|
|
Year Ended September 30,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
5,001
|
|
|
$
|
8,000
|
|
|
$
|
7,337
|
|
|
|
|
|
|
|
|
||||||
Income from discontinued operations before income taxes
|
|
6,039
|
|
|
1,355
|
|
|
1,407
|
|
|||
Provision for income taxes on discontinued operations
|
|
(1,441
|
)
|
|
(321
|
)
|
|
(383
|
)
|
|||
Income from discontinued operations attributable to noncontrolling interests, net of tax
|
|
(24
|
)
|
|
(47
|
)
|
|
(42
|
)
|
|||
Income from discontinued operations
|
|
$
|
4,574
|
|
|
$
|
987
|
|
|
$
|
982
|
|
|
|
Year Ended
September 30, 2017
|
||
|
|
|
||
Net sales
|
|
$
|
1,434
|
|
|
|
|
||
Income from discontinued operations before income taxes
|
|
1
|
|
|
Provision for income taxes on discontinued operations
|
|
(35
|
)
|
|
Income from discontinued operations attributable to noncontrolling interests, net of tax
|
|
(9
|
)
|
|
Loss from discontinued operations
|
|
$
|
(43
|
)
|
|
|
September 30, 2018
|
|
|
|
|
|
||
Cash
|
|
$
|
15
|
|
Accounts receivable - net
|
|
1,443
|
|
|
Inventories
|
|
1,405
|
|
|
Other current assets
|
|
152
|
|
|
Assets held for sale
|
|
$
|
3,015
|
|
|
|
|
||
Property, plant and equipment - net
|
|
$
|
2,871
|
|
Goodwill
|
|
1,092
|
|
|
Other intangible assets - net
|
|
161
|
|
|
Investments in partially-owned affiliates
|
|
453
|
|
|
Other noncurrent assets
|
|
611
|
|
|
Noncurrent assets held for sale
|
|
$
|
5,188
|
|
|
|
|
||
Short-term debt
|
|
$
|
9
|
|
Current portion of long-term debt
|
|
25
|
|
|
Accounts payable
|
|
1,237
|
|
|
Accrued compensation and benefits
|
|
125
|
|
|
Other current liabilities
|
|
395
|
|
|
Liabilities held for sale
|
|
$
|
1,791
|
|
|
|
|
||
Long-term debt
|
|
31
|
|
|
Pension and postretirement benefits
|
|
101
|
|
|
Other noncurrent liabilities
|
|
75
|
|
|
Noncurrent liabilities held for sale
|
|
$
|
207
|
|
|
|
Year Ended
September 30, 2019 |
||||||||||
|
|
Products & Systems
|
|
Services
|
|
Total
|
||||||
Building Solutions North America
|
|
$
|
5,745
|
|
|
$
|
3,286
|
|
|
$
|
9,031
|
|
Building Solutions EMEA/LA
|
|
1,767
|
|
|
1,888
|
|
|
3,655
|
|
|||
Building Solutions Asia Pacific
|
|
1,575
|
|
|
1,083
|
|
|
2,658
|
|
|||
Global Products
|
|
8,624
|
|
|
—
|
|
|
8,624
|
|
|||
|
|
|
|
|
|
|
||||||
Total
|
|
$
|
17,711
|
|
|
$
|
6,257
|
|
|
$
|
23,968
|
|
|
|
Year Ended
September 30, 2019 |
||
Building management systems
|
|
$
|
1,292
|
|
HVAC & refrigeration equipment
|
|
6,181
|
|
|
Specialty products
|
|
1,151
|
|
|
Total
|
|
$
|
8,624
|
|
|
|
Location of contract balances
|
|
September 30, 2019
|
|
October 1, 2018
|
||||
Contract assets - current
|
|
Accounts receivable - net
|
|
$
|
1,389
|
|
|
$
|
1,261
|
|
Contract assets - noncurrent
|
|
Other noncurrent assets
|
|
90
|
|
|
85
|
|
||
Contract liabilities - current
|
|
Deferred revenue
|
|
(1,407
|
)
|
|
(1,335
|
)
|
||
Contract liabilities - noncurrent
|
|
Other noncurrent liabilities
|
|
(117
|
)
|
|
(113
|
)
|
||
Total
|
|
|
|
$
|
(45
|
)
|
|
$
|
(102
|
)
|
|
September 30,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Raw materials and supplies
|
$
|
588
|
|
|
$
|
606
|
|
Work-in-process
|
176
|
|
|
155
|
|
||
Finished goods
|
1,050
|
|
|
1,058
|
|
||
Inventories
|
$
|
1,814
|
|
|
$
|
1,819
|
|
|
September 30,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Buildings and improvements
|
$
|
1,499
|
|
|
$
|
1,213
|
|
Subscriber systems
|
661
|
|
|
573
|
|
||
Machinery and equipment
|
2,969
|
|
|
2,715
|
|
||
Construction in progress
|
465
|
|
|
704
|
|
||
Land
|
250
|
|
|
258
|
|
||
Total property, plant and equipment
|
5,844
|
|
|
5,463
|
|
||
Less: accumulated depreciation
|
(2,496
|
)
|
|
(2,163
|
)
|
||
Property, plant and equipment - net
|
$
|
3,348
|
|
|
$
|
3,300
|
|
|
September 30,
2017
|
|
Business
Acquisitions
|
|
Business
Divestitures
|
|
Currency Translation and Other
|
|
September 30,
2018
|
||||||||||
Building Solutions North America
|
$
|
9,637
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(34
|
)
|
|
$
|
9,603
|
|
Building Solutions EMEA/LA
|
2,012
|
|
|
1
|
|
|
—
|
|
|
(63
|
)
|
|
1,950
|
|
|||||
Building Solutions Asia Pacific
|
1,255
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|
1,235
|
|
|||||
Global Products
|
5,687
|
|
|
14
|
|
|
(35
|
)
|
|
(73
|
)
|
|
5,593
|
|
|||||
Total
|
$
|
18,591
|
|
|
$
|
15
|
|
|
$
|
(35
|
)
|
|
$
|
(190
|
)
|
|
$
|
18,381
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
September 30, 2018
|
|
Business
Acquisitions
|
|
Business
Divestitures
|
|
Currency Translation and Other
|
|
September 30,
2019
|
||||||||||
Building Solutions North America
|
$
|
9,603
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(15
|
)
|
|
$
|
9,588
|
|
Building Solutions EMEA/LA
|
1,950
|
|
|
6
|
|
|
(1
|
)
|
|
(106
|
)
|
|
1,849
|
|
|||||
Building Solutions Asia Pacific
|
1,235
|
|
|
8
|
|
|
—
|
|
|
(49
|
)
|
|
1,194
|
|
|||||
Global Products
|
5,593
|
|
|
11
|
|
|
(22
|
)
|
|
(35
|
)
|
|
5,547
|
|
|||||
Total
|
$
|
18,381
|
|
|
$
|
25
|
|
|
$
|
(23
|
)
|
|
$
|
(205
|
)
|
|
$
|
18,178
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2019
|
|
September 30, 2018
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Amortized intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Technology
|
$
|
1,307
|
|
|
$
|
(370
|
)
|
|
$
|
937
|
|
|
$
|
1,317
|
|
|
$
|
(251
|
)
|
|
$
|
1,066
|
|
Customer relationships
|
2,722
|
|
|
(759
|
)
|
|
1,963
|
|
|
2,941
|
|
|
(599
|
)
|
|
2,342
|
|
||||||
Miscellaneous
|
584
|
|
|
(224
|
)
|
|
360
|
|
|
458
|
|
|
(185
|
)
|
|
273
|
|
||||||
Total amortized intangible assets
|
4,613
|
|
|
(1,353
|
)
|
|
3,260
|
|
|
4,716
|
|
|
(1,035
|
)
|
|
3,681
|
|
||||||
Unamortized intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks/tradenames
|
2,282
|
|
|
—
|
|
|
2,282
|
|
|
2,386
|
|
|
—
|
|
|
2,386
|
|
||||||
Miscellaneous
|
90
|
|
|
—
|
|
|
90
|
|
|
120
|
|
|
—
|
|
|
120
|
|
||||||
|
2,372
|
|
|
—
|
|
|
2,372
|
|
|
2,506
|
|
|
—
|
|
|
2,506
|
|
||||||
Total intangible assets
|
$
|
6,985
|
|
|
$
|
(1,353
|
)
|
|
$
|
5,632
|
|
|
$
|
7,222
|
|
|
$
|
(1,035
|
)
|
|
$
|
6,187
|
|
|
|
September 30, 2019
|
||
2020
|
|
$
|
352
|
|
2021
|
|
287
|
|
|
2022
|
|
200
|
|
|
2023
|
|
111
|
|
|
2024
|
|
71
|
|
|
After 2024
|
|
172
|
|
|
Total minimum lease payments
|
|
$
|
1,193
|
|
|
September 30,
|
||||||
|
2019
|
|
2018
|
||||
Bank borrowings and commercial paper
|
$
|
10
|
|
|
$
|
1,306
|
|
Weighted average interest rate on short-term debt outstanding
|
2.0
|
%
|
|
2.8
|
%
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Interest expense, net of capitalized interest costs
|
$
|
335
|
|
|
$
|
409
|
|
|
$
|
446
|
|
Banking fees and bond cost amortization
|
28
|
|
|
30
|
|
|
49
|
|
|||
Loss on debt extinguishment
|
60
|
|
|
—
|
|
|
—
|
|
|||
Interest income
|
(61
|
)
|
|
(13
|
)
|
|
(11
|
)
|
|||
Net foreign exchange results for financing activities
|
(12
|
)
|
|
(25
|
)
|
|
(18
|
)
|
|||
Net financing charges
|
$
|
350
|
|
|
$
|
401
|
|
|
$
|
466
|
|
|
|
Volume Outstanding as of
|
||||
Commodity
|
|
September 30, 2019
|
|
September 30, 2018
|
||
Copper
|
|
3,561
|
|
|
3,175
|
|
Aluminum
|
|
2,967
|
|
|
3,381
|
|
Lead
|
|
—
|
|
|
49,066
|
|
Polypropylene
|
|
—
|
|
|
15,868
|
|
Tin
|
|
—
|
|
|
3,076
|
|
|
Derivatives and Hedging Activities
Designated as Hedging Instruments
under ASC 815
|
|
Derivatives and Hedging Activities Not
Designated as Hedging Instruments
under ASC 815
|
||||||||||||
|
September 30,
2019
|
|
September 30, 2018
|
|
September 30,
2019
|
|
September 30, 2018
|
||||||||
Other current assets
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
$
|
16
|
|
|
$
|
6
|
|
|
$
|
19
|
|
|
$
|
10
|
|
Commodity derivatives
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Other noncurrent assets
|
|
|
|
|
|
|
|
||||||||
Equity swap
|
—
|
|
|
—
|
|
|
62
|
|
|
63
|
|
||||
Total assets
|
$
|
16
|
|
|
$
|
7
|
|
|
$
|
81
|
|
|
$
|
73
|
|
|
|
|
|
|
|
|
|
||||||||
Other current liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
$
|
23
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Commodity derivatives
|
1
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Liability held for sale
|
|
|
|
|
|
|
|
||||||||
Commodity derivatives
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
||||
Long-term debt
|
|
|
|
|
|
|
|
||||||||
Foreign currency denominated debt
|
2,544
|
|
|
3,149
|
|
|
—
|
|
|
—
|
|
||||
Total liabilities
|
$
|
2,568
|
|
|
$
|
3,173
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
Fair Value of Assets
|
|
Fair Value of Liabilities
|
|||||||||||||
|
September 30,
2019
|
|
September 30,
2018
|
|
September 30,
2019
|
|
September 30,
2018
|
|
||||||||
Gross amount recognized
|
$
|
97
|
|
|
$
|
80
|
|
|
$
|
2,568
|
|
|
$
|
3,175
|
|
|
Gross amount eligible for offsetting
|
(11
|
)
|
|
(12
|
)
|
|
(11
|
)
|
|
(12
|
)
|
|
||||
Net amount
|
$
|
86
|
|
|
$
|
68
|
|
|
$
|
2,557
|
|
|
$
|
3,163
|
|
|
Derivatives in ASC 815 Cash Flow Hedging Relationships
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
|||||||
Foreign currency exchange derivatives
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
(1
|
)
|
Commodity derivatives
|
|
(4
|
)
|
|
(14
|
)
|
|
14
|
|
|||
Total
|
|
$
|
(2
|
)
|
|
$
|
(12
|
)
|
|
$
|
13
|
|
Derivatives in ASC 815 Cash Flow
Hedging Relationships
|
|
Location of Gain (Loss)
Recognized in Income on Derivative
|
|
Year Ended September 30,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||||
Foreign currency exchange derivatives
|
|
Cost of sales
|
|
$
|
4
|
|
|
$
|
2
|
|
|
$
|
(1
|
)
|
Foreign currency exchange derivatives
|
|
Income from discontinued operations
|
|
—
|
|
|
2
|
|
|
26
|
|
|||
Commodity derivatives
|
|
Cost of sales
|
|
(4
|
)
|
|
5
|
|
|
4
|
|
|||
Commodity derivatives
|
|
Income from discontinued operations
|
|
(10
|
)
|
|
7
|
|
|
4
|
|
|||
Total
|
|
|
|
$
|
(10
|
)
|
|
$
|
16
|
|
|
$
|
33
|
|
Derivatives Not Designated as Hedging Instruments under ASC 815
|
|
Location of Gain (Loss)
Recognized in Income on Derivative
|
|
Year Ended September 30,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||||
Foreign currency exchange derivatives
|
|
Cost of sales
|
|
$
|
(8
|
)
|
|
$
|
4
|
|
|
$
|
(1
|
)
|
Foreign currency exchange derivatives
|
|
Net financing charges
|
|
(60
|
)
|
|
42
|
|
|
48
|
|
|||
Foreign currency exchange derivatives
|
|
Income tax provision
|
|
(1
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|||
Foreign currency exchange derivatives
|
|
Income from discontinued operations
|
|
52
|
|
|
(7
|
)
|
|
(1
|
)
|
|||
Equity swap
|
|
Selling, general and administrative
|
|
14
|
|
|
(8
|
)
|
|
(3
|
)
|
|||
Total
|
|
|
|
$
|
(3
|
)
|
|
$
|
27
|
|
|
$
|
42
|
|
|
Fair Value Measurements Using:
|
||||||||||||||
|
Total as of
September 30, 2019
|
|
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
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
35
|
|
|
$
|
—
|
|
Exchange traded funds (fixed income)1
|
19
|
|
|
19
|
|
|
—
|
|
|
—
|
|
||||
Other noncurrent assets
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan assets
|
71
|
|
|
71
|
|
|
—
|
|
|
—
|
|
||||
Exchange traded funds (fixed income)1
|
138
|
|
|
138
|
|
|
—
|
|
|
—
|
|
||||
Exchange traded funds (equity)1
|
116
|
|
|
116
|
|
|
—
|
|
|
—
|
|
||||
Equity swap
|
62
|
|
|
—
|
|
|
62
|
|
|
—
|
|
||||
Total assets
|
$
|
441
|
|
|
$
|
344
|
|
|
$
|
97
|
|
|
$
|
—
|
|
Other current liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
23
|
|
|
$
|
—
|
|
Commodity derivatives
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Total liabilities
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
Weighted
Average
Option Price
|
|
Shares
Subject to
Option
|
|
Weighted
Average
Remaining
Contractual
Life (years)
|
|
Aggregate
Intrinsic
Value
(in millions)
|
|||||
Outstanding, September 30, 2018
|
$
|
34.24
|
|
|
17,836,062
|
|
|
|
|
|
||
Granted
|
33.37
|
|
|
1,741,510
|
|
|
|
|
|
|||
Exercised
|
27.54
|
|
|
(6,234,755
|
)
|
|
|
|
|
|||
Forfeited or expired
|
37.49
|
|
|
(973,068
|
)
|
|
|
|
|
|||
Outstanding, September 30, 2019
|
$
|
35.07
|
|
|
12,369,749
|
|
|
4.6
|
|
$
|
111
|
|
Exercisable, September 30, 2019
|
$
|
34.74
|
|
|
9,295,813
|
|
|
3.4
|
|
$
|
87
|
|
Expected life of SAR (years)
|
0.4 - 3.5
|
Risk-free interest rate
|
1.55% - 1.85%
|
Expected volatility of the Company’s stock
|
21.80%
|
Expected dividend yield on the Company’s stock
|
3.29%
|
|
Weighted
Average
SAR Price
|
|
Shares
Subject to
SAR
|
|
Weighted
Average
Remaining
Contractual
Life (years)
|
|
Aggregate
Intrinsic
Value
(in millions)
|
|||||
Outstanding, September 30, 2018
|
$
|
27.39
|
|
|
626,701
|
|
|
|
|
|
||
Exercised
|
25.20
|
|
|
(245,513
|
)
|
|
|
|
|
|||
Forfeited or expired
|
32.43
|
|
|
(13,179
|
)
|
|
|
|
|
|||
Outstanding, September 30, 2019
|
$
|
28.67
|
|
|
368,009
|
|
|
2.4
|
|
$
|
6
|
|
Exercisable, September 30, 2019
|
$
|
28.59
|
|
|
365,829
|
|
|
2.4
|
|
$
|
6
|
|
|
Weighted
Average
Price
|
|
Shares/Units
Subject to
Restriction
|
|||
Nonvested, September 30, 2018
|
$
|
45.14
|
|
|
5,001,517
|
|
Granted
|
33.88
|
|
|
2,384,747
|
|
|
Vested
|
41.23
|
|
|
(3,139,142
|
)
|
|
Forfeited
|
37.83
|
|
|
(914,046
|
)
|
|
Nonvested, September 30, 2019
|
$
|
35.98
|
|
|
3,333,076
|
|
|
Year Ended September 30,
|
||||
|
2019
|
|
2018
|
|
2017
|
Risk-free interest rate
|
2.76%
|
|
1.92%
|
|
1.40%
|
Expected volatility of the Company’s stock
|
22.90%
|
|
21.70%
|
|
21.00%
|
|
Weighted
Average
Price
|
|
Shares/Units
Subject to
PSU
|
|||
Nonvested, September 30, 2018
|
$
|
41.07
|
|
|
1,412,290
|
|
Granted
|
36.28
|
|
|
595,594
|
|
|
Forfeited
|
37.89
|
|
|
(182,365
|
)
|
|
Nonvested, September 30, 2019
|
$
|
39.82
|
|
|
1,825,519
|
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Income Available to Ordinary Shareholders
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1,100
|
|
|
$
|
1,175
|
|
|
$
|
672
|
|
Income from discontinued operations
|
4,574
|
|
|
987
|
|
|
939
|
|
|||
Basic and diluted income available to shareholders
|
$
|
5,674
|
|
|
$
|
2,162
|
|
|
$
|
1,611
|
|
|
|
|
|
|
|
||||||
Weighted Average Shares Outstanding
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
870.2
|
|
|
925.7
|
|
|
935.3
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options, unvested restricted stock and unvested
performance share awards
|
4.1
|
|
|
6.0
|
|
|
9.3
|
|
|||
Diluted weighted average shares outstanding
|
874.3
|
|
|
931.7
|
|
|
944.6
|
|
|||
|
|
|
|
|
|
||||||
Antidilutive Securities
|
|
|
|
|
|
||||||
Options to purchase shares
|
1.4
|
|
|
1.5
|
|
|
0.2
|
|
|
Equity Attributable to Johnson Controls
International plc
|
|
Equity Attributable to Noncontrolling Interests
|
|
Total Equity
|
||||||
At September 30, 2016
|
$
|
24,118
|
|
|
$
|
972
|
|
|
$
|
25,090
|
|
Total comprehensive income (loss):
|
|
|
|
|
|
||||||
Net income
|
1,611
|
|
|
164
|
|
|
1,775
|
|
|||
Foreign currency translation adjustments
|
108
|
|
|
(18
|
)
|
|
90
|
|
|||
Realized and unrealized gains (losses) on derivatives
|
(14
|
)
|
|
1
|
|
|
(13
|
)
|
|||
Realized and unrealized gains on marketable securities
|
5
|
|
|
—
|
|
|
5
|
|
|||
Other comprehensive income (loss)
|
99
|
|
|
(17
|
)
|
|
82
|
|
|||
Comprehensive income
|
1,710
|
|
|
147
|
|
|
1,857
|
|
|||
Other changes in equity:
|
|
|
|
|
|
||||||
Cash dividends - ordinary shares ($1.00 per share)
|
(938
|
)
|
|
—
|
|
|
(938
|
)
|
|||
Dividends attributable to noncontrolling interests
|
—
|
|
|
(56
|
)
|
|
(56
|
)
|
|||
Repurchases of ordinary shares
|
(651
|
)
|
|
—
|
|
|
(651
|
)
|
|||
Change in noncontrolling interest share
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
|||
Spin-off of Adient
|
(4,038
|
)
|
|
(138
|
)
|
|
(4,176
|
)
|
|||
Other, including options exercised
|
246
|
|
|
—
|
|
|
246
|
|
|||
At September 30, 2017
|
20,447
|
|
|
920
|
|
|
21,367
|
|
|||
Total comprehensive income (loss):
|
|
|
|
|
|
||||||
Net income
|
2,162
|
|
|
186
|
|
|
2,348
|
|
|||
Foreign currency translation adjustments
|
(458
|
)
|
|
(22
|
)
|
|
(480
|
)
|
|||
Realized and unrealized losses on derivatives
|
(19
|
)
|
|
(1
|
)
|
|
(20
|
)
|
|||
Realized and unrealized gains on marketable securities
|
4
|
|
|
—
|
|
|
4
|
|
|||
Other comprehensive loss
|
(473
|
)
|
|
(23
|
)
|
|
(496
|
)
|
|||
Comprehensive income
|
1,689
|
|
|
163
|
|
|
1,852
|
|
|||
Other changes in equity:
|
|
|
|
|
|
||||||
Cash dividends - ordinary shares ($1.04 per share)
|
(968
|
)
|
|
—
|
|
|
(968
|
)
|
|||
Dividends attributable to noncontrolling interests
|
—
|
|
|
(43
|
)
|
|
(43
|
)
|
|||
Repurchases of ordinary shares
|
(300
|
)
|
|
—
|
|
|
(300
|
)
|
|||
Change in noncontrolling interest share
|
—
|
|
|
23
|
|
|
23
|
|
|||
Adoption of ASU 2016-09
|
179
|
|
|
—
|
|
|
179
|
|
|||
Reclassification from redeemable noncontrolling interest
|
—
|
|
|
231
|
|
|
231
|
|
|||
Other, including options exercised
|
117
|
|
|
—
|
|
|
117
|
|
|||
At September 30, 2018
|
21,164
|
|
|
1,294
|
|
|
22,458
|
|
|||
Total comprehensive income (loss):
|
|
|
|
|
|
||||||
Net income
|
5,674
|
|
|
213
|
|
|
5,887
|
|
|||
Foreign currency translation adjustments
|
(325
|
)
|
|
(17
|
)
|
|
(342
|
)
|
|||
Realized and unrealized gains (losses) on derivatives
|
7
|
|
|
(1
|
)
|
|
6
|
|
|||
Pension and postretirement plans
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||
Other comprehensive loss
|
(324
|
)
|
|
(18
|
)
|
|
(342
|
)
|
|||
Comprehensive income
|
5,350
|
|
|
195
|
|
|
5,545
|
|
|||
Other changes in equity:
|
|
|
|
|
|
||||||
Cash dividends - ordinary shares ($1.04 per share)
|
(887
|
)
|
|
—
|
|
|
(887
|
)
|
|||
Dividends attributable to noncontrolling interests
|
—
|
|
|
(132
|
)
|
|
(132
|
)
|
|||
Repurchases and retirements of ordinary shares
|
(5,983
|
)
|
|
—
|
|
|
(5,983
|
)
|
|||
Divestiture of Power Solutions
|
483
|
|
|
(295
|
)
|
|
188
|
|
|||
Adoption of ASC 606
|
(45
|
)
|
|
—
|
|
|
(45
|
)
|
|||
Adoption of ASU 2016-16
|
(546
|
)
|
|
—
|
|
|
(546
|
)
|
|||
Other, including options exercised
|
230
|
|
|
1
|
|
|
231
|
|
|||
At September 30, 2019
|
$
|
19,766
|
|
|
$
|
1,063
|
|
|
$
|
20,829
|
|
|
Year Ended September 30, 2018
|
|
Year Ended September 30, 2017
|
||||
Beginning balance, September 30
|
$
|
211
|
|
|
$
|
234
|
|
Net income
|
35
|
|
|
44
|
|
||
Foreign currency translation adjustments
|
(3
|
)
|
|
13
|
|
||
Realized and unrealized losses on derivatives
|
(9
|
)
|
|
(1
|
)
|
||
Dividends
|
(3
|
)
|
|
(43
|
)
|
||
Reclassification to noncontrolling interest
|
(231
|
)
|
|
—
|
|
||
Spin-off of Adient
|
—
|
|
|
(36
|
)
|
||
Ending balance, September 30
|
$
|
—
|
|
|
$
|
211
|
|
|
Year Ended September 30, 2019
|
|
Year Ended September 30, 2018
|
|
Year Ended September 30, 2017
|
||||||
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
(939
|
)
|
|
$
|
(481
|
)
|
|
$
|
(1,152
|
)
|
Divestiture of Power Solutions
|
479
|
|
|
—
|
|
|
—
|
|
|||
Aggregate adjustment for the period (net of tax effect of $0, $(3) and $1) *
|
(325
|
)
|
|
(458
|
)
|
|
108
|
|
|||
Adient spin-off impact (net of tax effect of $0)
|
—
|
|
|
—
|
|
|
563
|
|
|||
Balance at end of period
|
(785
|
)
|
|
(939
|
)
|
|
(481
|
)
|
|||
|
|
|
|
|
|
||||||
Realized and unrealized gains (losses) on derivatives
|
|
|
|
|
|
||||||
Balance at beginning of period
|
(13
|
)
|
|
6
|
|
|
4
|
|
|||
Divestiture of Power Solutions (net of tax effect of $1, $0 and $0)
|
4
|
|
|
—
|
|
|
—
|
|
|||
Current period changes in fair value (net of tax effect of $(1), $(4) and $4)
|
(1
|
)
|
|
(8
|
)
|
|
9
|
|
|||
Reclassification to income (net of tax effect of $2, $(5) and $(10)) **
|
8
|
|
|
(11
|
)
|
|
(23
|
)
|
|||
Adient spin-off impact (net of tax effect of $0, $0 and $6)
|
—
|
|
|
—
|
|
|
16
|
|
|||
Balance at end of period
|
(2
|
)
|
|
(13
|
)
|
|
6
|
|
|||
|
|
|
|
|
|
||||||
Realize and unrealized gains (losses) on marketable securities
|
|
|
|
|
|
||||||
Balance at beginning of period
|
8
|
|
|
4
|
|
|
(1
|
)
|
|||
Adoption of ASU 2016-01 ***
|
(8
|
)
|
|
—
|
|
|
—
|
|
|||
Current period changes in fair value (net of tax effect of $0, $1 and $1)
|
—
|
|
|
5
|
|
|
5
|
|
|||
Reclassification to income (net of tax effect of $0, $(1) and $0) ****
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||
Balance at end of period
|
—
|
|
|
8
|
|
|
4
|
|
|||
|
|
|
|
|
|
||||||
Pension and postretirement plans
|
|
|
|
|
|
||||||
Balance at beginning of period
|
(2
|
)
|
|
(2
|
)
|
|
(4
|
)
|
|||
Other changes (net of tax effect of $0)
|
(6
|
)
|
|
—
|
|
|
—
|
|
|||
Adient spin-off impact (net of tax effect of $0)
|
—
|
|
|
—
|
|
|
2
|
|
|||
Balance at end of period
|
(8
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||
|
|
|
|
|
|
||||||
Accumulated other comprehensive loss, end of period
|
$
|
(795
|
)
|
|
$
|
(946
|
)
|
|
$
|
(473
|
)
|
2020
|
$
|
311
|
|
2021
|
289
|
|
|
2022
|
294
|
|
|
2023
|
297
|
|
|
2024
|
303
|
|
|
2025-2029
|
1,487
|
|
2020
|
$
|
17
|
|
2021
|
16
|
|
|
2022
|
16
|
|
|
2023
|
16
|
|
|
2024
|
15
|
|
|
2025-2029
|
58
|
|
•
|
Assets contributed to the multiemployer benefit plan by one employer may be used to provide benefits to employees of other participating employers.
|
•
|
If a participating employer stops contributing to the multiemployer benefit plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
•
|
If the Company stops participating in some of its multiemployer benefit plans, the Company may be required to pay those plans an amount based on its allocable share of the underfunded status of the plan, referred to as a withdrawal liability.
|
|
Fair Value Measurements Using:
|
||||||||||||||
Asset Category
|
Total as of
September 30, 2019
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
|
|
|
|
|
|
|
||||||||
U.S. Pension
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Cash and Cash Equivalents
|
$
|
55
|
|
|
$
|
24
|
|
|
$
|
31
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Equity Securities
|
|
|
|
|
|
|
|
||||||||
Large-Cap
|
276
|
|
|
276
|
|
|
—
|
|
|
—
|
|
||||
Small-Cap
|
232
|
|
|
232
|
|
|
—
|
|
|
—
|
|
||||
International - Developed
|
266
|
|
|
233
|
|
|
33
|
|
|
—
|
|
||||
International - Emerging
|
52
|
|
|
42
|
|
|
10
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Fixed Income Securities
|
|
|
|
|
|
|
|
||||||||
Government
|
332
|
|
|
47
|
|
|
285
|
|
|
—
|
|
||||
Corporate/Other
|
1,266
|
|
|
1,266
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|||||||
Real Estate
|
55
|
|
|
55
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total Investments in the Fair Value Hierarchy
|
2,534
|
|
|
$
|
2,175
|
|
|
$
|
359
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investments Measured at Net Asset Value, as Practical Expedient:
|
|
|
|
|
|
|
|
||||||||
Real Estate Investments Measured at Net Asset Value*
|
202
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||
Total Plan Assets
|
$
|
2,736
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
Non-U.S. Pension
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Cash and Cash Equivalents
|
$
|
174
|
|
|
$
|
174
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Equity Securities
|
|
|
|
|
|
|
|
||||||||
Large-Cap
|
214
|
|
|
23
|
|
|
191
|
|
|
—
|
|
||||
International - Developed
|
289
|
|
|
54
|
|
|
235
|
|
|
—
|
|
||||
International - Emerging
|
12
|
|
|
1
|
|
|
11
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Fixed Income Securities
|
|
|
|
|
|
|
|
||||||||
Government
|
778
|
|
|
69
|
|
|
709
|
|
|
—
|
|
||||
Corporate/Other
|
517
|
|
|
289
|
|
|
228
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Hedge Fund
|
69
|
|
|
—
|
|
|
69
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Real Estate
|
31
|
|
|
31
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total Investments in the Fair Value Hierarchy
|
2,084
|
|
|
$
|
641
|
|
|
$
|
1,443
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Investments Measured at Net Asset Value, as Practical Expedient:
|
|
|
|
|
|
|
|
||||||||
Real Estate Investments Measured at Net Asset Value*
|
14
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||
Total Plan Assets
|
$
|
2,098
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
Postretirement
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Cash and Cash Equivalents
|
$
|
6
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Equity Securities
|
|
|
|
|
|
|
|
||||||||
Large-Cap
|
22
|
|
|
—
|
|
|
22
|
|
|
—
|
|
||||
Small-Cap
|
8
|
|
|
—
|
|
|
8
|
|
|
—
|
|
||||
International - Developed
|
19
|
|
|
—
|
|
|
19
|
|
|
—
|
|
||||
International - Emerging
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Fixed Income Securities
|
|
|
|
|
|
|
|
||||||||
Government
|
20
|
|
|
—
|
|
|
20
|
|
|
—
|
|
||||
Corporate/Other
|
55
|
|
|
—
|
|
|
55
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Commodities
|
13
|
|
|
—
|
|
|
13
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Real Estate
|
11
|
|
|
—
|
|
|
11
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total Plan Assets
|
$
|
163
|
|
|
$
|
6
|
|
|
$
|
157
|
|
|
$
|
—
|
|
|
Pension Benefits
|
|
Postretirement
Benefits
|
||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
|||||||||||||||||||
September 30,
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accumulated Benefit Obligation
|
$
|
3,115
|
|
|
$
|
3,154
|
|
|
$
|
2,549
|
|
|
$
|
2,444
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in Projected Benefit Obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected benefit obligation at beginning of year
|
3,191
|
|
|
3,419
|
|
|
2,542
|
|
|
2,721
|
|
|
196
|
|
|
214
|
|
||||||
Service cost
|
8
|
|
|
15
|
|
|
22
|
|
|
23
|
|
|
1
|
|
|
2
|
|
||||||
Interest cost
|
108
|
|
|
105
|
|
|
54
|
|
|
57
|
|
|
6
|
|
|
7
|
|
||||||
Plan participant contributions
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
6
|
|
|
6
|
|
||||||
Power Solutions divestiture
|
(390
|
)
|
|
—
|
|
|
(86
|
)
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
||||||
Other divestitures
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Actuarial (gain) loss
|
441
|
|
|
(70
|
)
|
|
337
|
|
|
(67
|
)
|
|
15
|
|
|
1
|
|
||||||
Amendments made during the year
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
(19
|
)
|
|
(8
|
)
|
||||||
Benefits and settlements paid
|
(243
|
)
|
|
(278
|
)
|
|
(126
|
)
|
|
(130
|
)
|
|
(23
|
)
|
|
(24
|
)
|
||||||
Estimated subsidy received
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
Curtailment
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(4
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
(109
|
)
|
|
(58
|
)
|
|
—
|
|
|
(2
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected benefit obligation at end of year
|
$
|
3,115
|
|
|
$
|
3,191
|
|
|
$
|
2,652
|
|
|
$
|
2,542
|
|
|
$
|
174
|
|
|
$
|
196
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Change in Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of year
|
$
|
3,046
|
|
|
$
|
3,165
|
|
|
$
|
2,117
|
|
|
$
|
2,181
|
|
|
$
|
174
|
|
|
$
|
177
|
|
Actual return on plan assets
|
266
|
|
|
152
|
|
|
203
|
|
|
69
|
|
|
7
|
|
|
6
|
|
||||||
Power Solutions divestiture
|
(371
|
)
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
||||||
Other divestitures
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Employer and employee contributions
|
38
|
|
|
7
|
|
|
50
|
|
|
48
|
|
|
9
|
|
|
15
|
|
||||||
Benefits paid
|
(136
|
)
|
|
(153
|
)
|
|
(76
|
)
|
|
(88
|
)
|
|
(23
|
)
|
|
(24
|
)
|
||||||
Settlement payments
|
(107
|
)
|
|
(125
|
)
|
|
(50
|
)
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
(95
|
)
|
|
(49
|
)
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at end of year
|
$
|
2,736
|
|
|
$
|
3,046
|
|
|
$
|
2,098
|
|
|
$
|
2,117
|
|
|
$
|
163
|
|
|
$
|
174
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Funded status
|
$
|
(379
|
)
|
|
$
|
(145
|
)
|
|
$
|
(554
|
)
|
|
$
|
(425
|
)
|
|
$
|
(11
|
)
|
|
$
|
(22
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amounts recognized in the statement of financial position consist of:
|
|||||||||||||||||||||||
Prepaid benefit cost
|
$
|
30
|
|
|
$
|
63
|
|
|
$
|
25
|
|
|
$
|
26
|
|
|
$
|
66
|
|
|
$
|
61
|
|
Accrued benefit liability
|
(409
|
)
|
|
(156
|
)
|
|
(579
|
)
|
|
(409
|
)
|
|
(77
|
)
|
|
(83
|
)
|
||||||
Accrued benefit liability - discontinued operations
|
—
|
|
|
(52
|
)
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net amount recognized
|
$
|
(379
|
)
|
|
$
|
(145
|
)
|
|
$
|
(554
|
)
|
|
$
|
(425
|
)
|
|
$
|
(11
|
)
|
|
$
|
(22
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted Average Assumptions (1)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Discount rate (2)
|
2.95
|
%
|
|
4.10
|
%
|
|
1.50
|
%
|
|
2.45
|
%
|
|
2.90
|
%
|
|
3.80
|
%
|
||||||
Rate of compensation increase
|
NA
|
|
|
3.50
|
%
|
|
2.80
|
%
|
|
2.95
|
%
|
|
NA
|
|
|
NA
|
|
(1)
|
Plan assets and obligations are determined based on a September 30 measurement date at September 30, 2019 and 2018.
|
(2)
|
The Company considers the expected benefit payments on a plan-by-plan basis when setting assumed discount rates. As a result, the Company uses different discount rates for each plan depending on the plan jurisdiction, the demographics of
|
|
Pension Benefits
|
|
Postretirement Benefits
|
||||||||||||||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
|||||||||||||||||||||||||||||||
Year ended September 30,
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
Components of Net Periodic Benefit Cost (Credit):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Service cost
|
$
|
8
|
|
|
$
|
15
|
|
|
$
|
18
|
|
|
$
|
22
|
|
|
$
|
23
|
|
|
$
|
32
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Interest cost
|
108
|
|
|
105
|
|
|
113
|
|
|
54
|
|
|
57
|
|
|
48
|
|
|
6
|
|
|
7
|
|
|
6
|
|
|||||||||
Expected return on plan assets
|
(199
|
)
|
|
(229
|
)
|
|
(229
|
)
|
|
(105
|
)
|
|
(114
|
)
|
|
(92
|
)
|
|
(9
|
)
|
|
(10
|
)
|
|
(10
|
)
|
|||||||||
Net actuarial (gain) loss
|
361
|
|
|
7
|
|
|
(220
|
)
|
|
236
|
|
|
(22
|
)
|
|
(195
|
)
|
|
17
|
|
|
5
|
|
|
(5
|
)
|
|||||||||
Curtailment gain
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Settlement (gain) loss
|
13
|
|
|
—
|
|
|
(16
|
)
|
|
4
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net periodic benefit cost (credit)
|
291
|
|
|
(102
|
)
|
|
(334
|
)
|
|
211
|
|
|
(58
|
)
|
|
(227
|
)
|
|
15
|
|
|
4
|
|
|
(7
|
)
|
|||||||||
Net periodic benefit (cost) credit related to discontinued operations
|
(2
|
)
|
|
(5
|
)
|
|
26
|
|
|
—
|
|
|
(7
|
)
|
|
7
|
|
|
—
|
|
|
(2
|
)
|
|
2
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net periodic benefit cost (credit) included in continuing operations
|
$
|
289
|
|
|
$
|
(107
|
)
|
|
$
|
(308
|
)
|
|
$
|
211
|
|
|
$
|
(65
|
)
|
|
$
|
(220
|
)
|
|
$
|
15
|
|
|
$
|
2
|
|
|
$
|
(5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Expense Assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Discount rate
|
4.10
|
%
|
|
3.80
|
%
|
|
3.70
|
%
|
|
2.45
|
%
|
|
2.40
|
%
|
|
1.90
|
%
|
|
3.80
|
%
|
|
3.70
|
%
|
|
3.30
|
%
|
|||||||||
Expected return on plan assets
|
7.10
|
%
|
|
7.50
|
%
|
|
7.50
|
%
|
|
5.20
|
%
|
|
5.35
|
%
|
|
4.60
|
%
|
|
5.65
|
%
|
|
5.65
|
%
|
|
5.60
|
%
|
|||||||||
Rate of compensation increase
|
3.50
|
%
|
|
3.20
|
%
|
|
3.20
|
%
|
|
2.95
|
%
|
|
2.90
|
%
|
|
2.65
|
%
|
|
NA
|
|
|
NA
|
|
|
NA
|
|
|
Employee Severance and Termination Benefits
|
|
Long-Lived Asset Impairments
|
|
Other
|
|
Currency
Translation |
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Original reserve
|
$
|
209
|
|
|
$
|
42
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
263
|
|
Utilized—cash
|
(45
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(47
|
)
|
|||||
Utilized—noncash
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|||||
Balance at September 30, 2018
|
$
|
164
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
174
|
|
Utilized—cash
|
(61
|
)
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(67
|
)
|
|||||
Utilized—noncash
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||
Transfer to liabilities held for sale
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Balance at September 30, 2019
|
$
|
99
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
(1
|
)
|
|
$
|
102
|
|
|
Employee Severance and Termination Benefits
|
|
Long-Lived Asset Impairments
|
|
Other
|
|
Currency
Translation |
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Original Reserve
|
$
|
276
|
|
|
$
|
77
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
367
|
|
Utilized—cash
|
(75
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75
|
)
|
|||||
Utilized—noncash
|
—
|
|
|
(77
|
)
|
|
(1
|
)
|
|
—
|
|
|
(78
|
)
|
|||||
Adjustment to restructuring reserves
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|||||
Balance at September 30, 2017
|
$
|
226
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
239
|
|
Utilized—cash
|
(152
|
)
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(158
|
)
|
|||||
Utilized—noncash
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||
Balance at September 30, 2018
|
$
|
74
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
(1
|
)
|
|
$
|
80
|
|
Utilized—cash
|
(11
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(13
|
)
|
|||||
Utilized—noncash
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|||||
Transfer to liabilities held for sale
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||
Balance at September 30, 2019
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
(4
|
)
|
|
$
|
61
|
|
|
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
|
(86
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(88
|
)
|
|||||
Utilized—noncash
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||
Adjustment to restructuring
reserves
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|||||
Transfer to liabilities held for sale
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||
Adjustment to acquired Tyco
restructuring reserves
|
(22
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|||||
Balance at September 30, 2017
|
$
|
84
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
2
|
|
|
$
|
92
|
|
Utilized—cash
|
(17
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(19
|
)
|
|||||
Balance at September 30, 2018
|
$
|
67
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
2
|
|
|
$
|
73
|
|
Utilized—cash
|
(37
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(41
|
)
|
|||||
Balance at September 30, 2019
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
32
|
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Tax expense at Ireland statutory rate
|
$
|
132
|
|
|
$
|
193
|
|
|
$
|
144
|
|
U.S. state income tax, net of federal benefit
|
15
|
|
|
15
|
|
|
8
|
|
|||
Income subject to the U.S. federal tax rate
|
(110
|
)
|
|
39
|
|
|
(311
|
)
|
|||
Income subject to rates different than the statutory rate
|
38
|
|
|
(201
|
)
|
|
185
|
|
|||
Reserve and valuation allowance adjustments
|
(284
|
)
|
|
31
|
|
|
(164
|
)
|
|||
Impact of acquisitions and divestitures
|
—
|
|
|
16
|
|
|
475
|
|
|||
U.S. Tax Reform discrete items
|
—
|
|
|
108
|
|
|
—
|
|
|||
Restructuring and impairment costs
|
(24
|
)
|
|
(4
|
)
|
|
(15
|
)
|
|||
Income tax provision (benefit)
|
$
|
(233
|
)
|
|
$
|
197
|
|
|
$
|
322
|
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Beginning balance, October 1
|
$
|
2,358
|
|
|
$
|
2,161
|
|
|
$
|
1,694
|
|
Additions for tax positions related to the current year
|
433
|
|
|
435
|
|
|
613
|
|
|||
Additions for tax positions of prior years
|
347
|
|
|
7
|
|
|
116
|
|
|||
Reductions for tax positions of prior years
|
(88
|
)
|
|
(201
|
)
|
|
(44
|
)
|
|||
Settlements with taxing authorities
|
—
|
|
|
(19
|
)
|
|
(95
|
)
|
|||
Statute closings and audit resolutions
|
(599
|
)
|
|
(25
|
)
|
|
(264
|
)
|
|||
Acquisition of business
|
—
|
|
|
—
|
|
|
141
|
|
|||
Ending balance, September 30
|
$
|
2,451
|
|
|
$
|
2,358
|
|
|
$
|
2,161
|
|
Tax Jurisdiction
|
|
Tax Years Covered
|
|
|
|
Belgium
|
|
2015 - 2017
|
China
|
|
2008 - 2018
|
Germany
|
|
2007 - 2016
|
Japan
|
|
2015 - 2018
|
Spain
|
|
2015
|
United Kingdom
|
|
2012 - 2015
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Current
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
(1,025
|
)
|
|
$
|
476
|
|
|
$
|
(286
|
)
|
U.S. state
|
(33
|
)
|
|
26
|
|
|
(18
|
)
|
|||
Non-U.S.
|
213
|
|
|
434
|
|
|
53
|
|
|||
|
(845
|
)
|
|
936
|
|
|
(251
|
)
|
|||
Deferred
|
|
|
|
|
|
||||||
U.S. federal
|
412
|
|
|
(372
|
)
|
|
523
|
|
|||
U.S. state
|
84
|
|
|
(10
|
)
|
|
33
|
|
|||
Non-U.S.
|
116
|
|
|
(357
|
)
|
|
17
|
|
|||
|
612
|
|
|
(739
|
)
|
|
573
|
|
|||
|
|
|
|
|
|
||||||
Income tax provision (benefit)
|
$
|
(233
|
)
|
|
$
|
197
|
|
|
$
|
322
|
|
|
September 30,
|
||||||
|
2019
|
|
2018
|
||||
Other noncurrent assets
|
552
|
|
|
1,265
|
|
||
Other noncurrent liabilities
|
(588
|
)
|
|
(727
|
)
|
||
|
|
|
|
||||
Net deferred tax asset (liability)
|
$
|
(36
|
)
|
|
$
|
538
|
|
|
September 30,
|
||||||
|
2019
|
|
2018
|
||||
Deferred tax assets
|
|
|
|
||||
Accrued expenses and reserves
|
$
|
437
|
|
|
$
|
458
|
|
Employee and retiree benefits
|
265
|
|
|
178
|
|
||
Net operating loss and other credit carryforwards
|
5,664
|
|
|
6,350
|
|
||
Research and development
|
106
|
|
|
93
|
|
||
|
6,472
|
|
|
7,079
|
|
||
Valuation allowances
|
(5,068
|
)
|
|
(5,088
|
)
|
||
|
1,404
|
|
|
1,991
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Property, plant and equipment
|
139
|
|
|
179
|
|
||
Subsidiaries, joint ventures and partnerships
|
499
|
|
|
283
|
|
||
Intangible assets
|
759
|
|
|
915
|
|
||
Other, net
|
43
|
|
|
76
|
|
||
|
1,440
|
|
|
1,453
|
|
||
|
|
|
|
||||
Net deferred tax asset (liability)
|
$
|
(36
|
)
|
|
$
|
538
|
|
•
|
Building Solutions North America designs, sells, installs, and services HVAC and controls systems, integrated electronic security systems (including monitoring), and integrated fire detection and suppression systems for commercial, industrial, retail, small business, institutional and governmental customers in North America. Building Solutions North America also provides energy efficiency solutions and technical services, including inspection, scheduled maintenance, and repair and replacement of mechanical and control systems, to non-residential building and industrial applications in the North American marketplace.
|
•
|
Building Solutions EMEA/LA designs, sells, installs, and services HVAC, controls, refrigeration, integrated electronic security, integrated fire detection and suppression systems, and provides technical services to markets in Europe, the Middle East, Africa and Latin America.
|
•
|
Building Solutions Asia Pacific designs, sells, installs, and services HVAC, controls, refrigeration, integrated electronic security, integrated fire detection and suppression systems, and provides technical services to the Asia Pacific marketplace.
|
•
|
Global Products designs and produces heating and air conditioning for residential and commercial applications, and markets products and refrigeration systems to replacement and new construction market customers globally. The Global Products business also designs, manufactures and sells fire protection and security products, including intrusion security,
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net Sales
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Building Solutions North America
|
$
|
9,031
|
|
|
$
|
8,679
|
|
|
$
|
8,341
|
|
Building Solutions EMEA/LA
|
3,655
|
|
|
3,696
|
|
|
3,595
|
|
|||
Building Solutions Asia Pacific
|
2,658
|
|
|
2,553
|
|
|
2,444
|
|
|||
Global Products
|
8,624
|
|
|
8,472
|
|
|
8,455
|
|
|||
Total net sales
|
$
|
23,968
|
|
|
$
|
23,400
|
|
|
$
|
22,835
|
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Segment EBITA
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Building Solutions North America (1)
|
$
|
1,153
|
|
|
$
|
1,109
|
|
|
$
|
1,039
|
|
Building Solutions EMEA/LA (2)
|
368
|
|
|
344
|
|
|
290
|
|
|||
Building Solutions Asia Pacific (3)
|
341
|
|
|
347
|
|
|
323
|
|
|||
Global Products (4)
|
1,179
|
|
|
1,338
|
|
|
1,179
|
|
|||
Total segment EBITA
|
$
|
3,041
|
|
|
$
|
3,138
|
|
|
$
|
2,831
|
|
|
|
|
|
|
|
||||||
Amortization of intangible assets
|
(377
|
)
|
|
(376
|
)
|
|
(481
|
)
|
|||
Corporate expenses (5)
|
(405
|
)
|
|
(584
|
)
|
|
(770
|
)
|
|||
Net financing charges
|
(350
|
)
|
|
(401
|
)
|
|
(466
|
)
|
|||
Restructuring and impairment costs
|
(235
|
)
|
|
(255
|
)
|
|
(347
|
)
|
|||
Net mark-to-market adjustments
|
(618
|
)
|
|
24
|
|
|
384
|
|
|||
|
|
|
|
|
|
||||||
Income from continuing operations before income taxes
|
$
|
1,056
|
|
|
$
|
1,546
|
|
|
$
|
1,151
|
|
|
September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Assets
|
|
|
|
|
|
||||||
Building Technologies & Solutions (6)
|
|
|
|
|
|
||||||
Building Solutions North America (7)
|
$
|
15,562
|
|
|
$
|
15,384
|
|
|
$
|
15,228
|
|
Building Solutions EMEA/LA (8)
|
4,786
|
|
|
4,997
|
|
|
4,885
|
|
|||
Building Solutions Asia Pacific (9)
|
2,657
|
|
|
2,743
|
|
|
2,575
|
|
|||
Global Products (10)
|
13,945
|
|
|
14,261
|
|
|
14,018
|
|
|||
|
36,950
|
|
|
37,385
|
|
|
36,706
|
|
|||
Assets held for sale
|
158
|
|
|
8,203
|
|
|
10,725
|
|
|||
Unallocated
|
5,179
|
|
|
3,209
|
|
|
4,453
|
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
42,287
|
|
|
$
|
48,797
|
|
|
$
|
51,884
|
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Depreciation/Amortization
|
|
|
|
|
|
||||||
Building Technologies & Solutions
|
|
|
|
|
|
||||||
Building Solutions North America
|
$
|
233
|
|
|
$
|
236
|
|
|
$
|
272
|
|
Building Solutions EMEA/LA
|
112
|
|
|
110
|
|
|
140
|
|
|||
Building Solutions Asia Pacific
|
23
|
|
|
28
|
|
|
37
|
|
|||
Global Products
|
396
|
|
|
390
|
|
|
410
|
|
|||
|
764
|
|
|
764
|
|
|
859
|
|
|||
Corporate
|
61
|
|
|
60
|
|
|
60
|
|
|||
Continuing Operations
|
825
|
|
|
824
|
|
|
919
|
|
|||
Discontinued Operations
|
32
|
|
|
261
|
|
|
269
|
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
857
|
|
|
$
|
1,085
|
|
|
$
|
1,188
|
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Capital Expenditures
|
|
|
|
|
|
||||||
Building Technologies & Solutions
|
|
|
|
|
|
||||||
Building Solutions North America
|
$
|
119
|
|
|
$
|
114
|
|
|
$
|
107
|
|
Building Solutions EMEA/LA
|
93
|
|
|
73
|
|
|
98
|
|
|||
Building Solutions Asia Pacific
|
26
|
|
|
26
|
|
|
27
|
|
|||
Global Products
|
310
|
|
|
307
|
|
|
421
|
|
|||
|
548
|
|
|
520
|
|
|
653
|
|
|||
Corporate
|
38
|
|
|
125
|
|
|
107
|
|
|||
Continuing Operations
|
586
|
|
|
645
|
|
|
760
|
|
|||
Discontinued Operations
|
197
|
|
|
385
|
|
|
583
|
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
783
|
|
|
$
|
1,030
|
|
|
$
|
1,343
|
|
(1)
|
Building Solutions North America segment EBITA for the year ended September 30, 2018 and 2017 excludes $20 million and $59 million, respectively, of restructuring and impairment costs.
|
(2)
|
Building Solutions EMEA/LA segment EBITA for the years ended September 30, 2018 and 2017 excludes $56 million and $74 million, respectively, of restructuring and impairment costs. For the years ended September 30, 2019, 2018 and 2017, EMEA/LA segment EBITA includes $12 million, $1 million and $5 million, respectively, of equity income.
|
(3)
|
Building Solutions Asia Pacific segment EBITA for the year ended September 30, 2018 and 2017 excludes $16 million and $16 million, respectively, of restructuring and impairment costs. For the years ended September 30, 2019, 2018 and 2017, Asia Pacific segment EBITA includes $1 million, $1 million and $1 million, respectively, of equity income.
|
(4)
|
Global Products segment EBITA for the years ended September 30, 2019, 2018 and 2017 excludes $235 million, $113 million and $32 million, respectively, of restructuring and impairment costs. For the years ended September 30, 2019, 2018 and 2017, Global Products segment EBITA includes $179 million, $175 million and $151 million, respectively, of equity income.
|
(5)
|
Corporate expenses for the years ended September 30, 2018 and 2017 excludes $50 million and $166 million, respectively, of restructuring and impairment costs.
|
(6)
|
Current year and prior year amounts exclude assets held for sale. Refer to Note 3, "Discontinued Operations," of the notes to consolidated financial statements for further information regarding the Company's disposal groups classified as held for sale.
|
(7)
|
Buildings Solutions North America assets as of September 30, 2019, 2018 and 2017 include $8 million, $8 million and $8 million, respectively, of investments in partially-owned affiliates.
|
(8)
|
Building Solutions EMEA/LA assets as of September 30, 2019, 2018 and 2017 include $109 million, $99 million and $107 million, respectively, of investments in partially-owned affiliates.
|
(9)
|
Building Solutions Asia Pacific assets as of September 30, 2019 and 2018 include $6 million and $1 million, respectively, of investments in partially-owned affiliates.
|
(10)
|
Global Products assets as of September 30, 2019, 2018 and 2017 include $730 million, $740 million and $629 million, respectively, of investments in partially-owned affiliates.
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net Sales
|
|
|
|
|
|
||||||
United States
|
$
|
11,773
|
|
|
$
|
11,306
|
|
|
$
|
11,353
|
|
China
|
1,424
|
|
|
1,480
|
|
|
1,448
|
|
|||
Japan
|
1,943
|
|
|
1,903
|
|
|
1,816
|
|
|||
Germany
|
629
|
|
|
616
|
|
|
576
|
|
|||
United Kingdom
|
1,042
|
|
|
1,075
|
|
|
872
|
|
|||
Taiwan
|
612
|
|
|
661
|
|
|
625
|
|
|||
Other foreign
|
4,625
|
|
|
4,423
|
|
|
4,222
|
|
|||
Other European countries
|
1,920
|
|
|
1,936
|
|
|
1,923
|
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
23,968
|
|
|
$
|
23,400
|
|
|
$
|
22,835
|
|
|
|
|
|
|
|
||||||
Long-Lived Assets (Year-end)
|
|
|
|
|
|
||||||
United States
|
$
|
1,824
|
|
|
$
|
1,879
|
|
|
$
|
1,824
|
|
China
|
326
|
|
|
332
|
|
|
171
|
|
|||
Japan
|
228
|
|
|
209
|
|
|
180
|
|
|||
Germany
|
20
|
|
|
19
|
|
|
19
|
|
|||
United Kingdom
|
77
|
|
|
73
|
|
|
109
|
|
|||
Taiwan
|
141
|
|
|
154
|
|
|
169
|
|
|||
Other foreign
|
568
|
|
|
464
|
|
|
595
|
|
|||
Other European countries
|
164
|
|
|
170
|
|
|
274
|
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
3,348
|
|
|
$
|
3,300
|
|
|
$
|
3,341
|
|
|
September 30,
|
||||||
|
2019
|
|
2018
|
||||
Current assets
|
$
|
2,941
|
|
|
$
|
3,134
|
|
Noncurrent assets
|
1,020
|
|
|
804
|
|
||
Total assets
|
$
|
3,961
|
|
|
$
|
3,938
|
|
|
|
|
|
||||
Current liabilities
|
$
|
2,135
|
|
|
$
|
2,111
|
|
Noncurrent liabilities
|
157
|
|
|
150
|
|
||
Noncontrolling interests
|
67
|
|
|
39
|
|
||
Shareholders’ equity
|
1,602
|
|
|
1,638
|
|
||
Total liabilities and shareholders’ equity
|
$
|
3,961
|
|
|
$
|
3,938
|
|
|
Year Ended September 30,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
$
|
3,882
|
|
|
$
|
3,974
|
|
|
$
|
3,113
|
|
Gross profit
|
1,070
|
|
|
1,049
|
|
|
855
|
|
|||
Net income
|
411
|
|
|
390
|
|
|
347
|
|
|||
Income attributable to noncontrolling interests
|
13
|
|
|
10
|
|
|
11
|
|
|||
Net income attributable to the entity
|
398
|
|
|
380
|
|
|
336
|
|
|
Year Ended
September 30,
|
||||||
|
2019
|
|
2018
|
||||
Balance at beginning of period
|
$
|
315
|
|
|
$
|
323
|
|
Accruals for warranties issued during the period
|
110
|
|
|
128
|
|
||
Accruals from acquisitions and divestitures
|
1
|
|
|
—
|
|
||
Accruals related to pre-existing warranties (including changes in estimates)
|
(39
|
)
|
|
(14
|
)
|
||
Settlements made (in cash or in kind) during the period
|
(101
|
)
|
|
(120
|
)
|
||
Currency translation
|
(1
|
)
|
|
(2
|
)
|
||
Balance at end of period
|
$
|
285
|
|
|
$
|
315
|
|
•
|
Grubb v. The 3M Company et al., filed October 30, 2018 in the United States District Court, District of Delaware.
|
•
|
County of Dutchess v. The 3M Company et al., filed October 12, 2018 in the United States District Court, Southern District of New York.
|
•
|
Battisti et al. v. The 3M Company et al., filed December 20, 2018 in the United States District Court, Middle District of Florida.
|
•
|
Jackson et al. v. The 3M Company et al., filed February 5, 2019 in the United States District Court, Western District of Washington.
|
•
|
Smith et al. v. The 3M Company et al., filed May 24, 2019 in the United States District Court, District of New Hampshire.
|
•
|
Cadrette et al. v. The 3M Company et al., filed May 24, 2019 in the United States District Court, Eastern District of Michigan.
|
•
|
Aguon et al. v. The 3M Company et al., filed October 3, 2019, in the United States District Court, District of Guam.
|
•
|
Dutchess County v. The 3M Company et al. filed October 12, 2018 (removed to the United States District Court, Southern District of New York) and styled as a class action.
|
•
|
City of Dayton v. The 3M Company et al., filed October 3, 2018 in the United States District Court, Southern District of Ohio.
|
•
|
City of Stuart v. The 3M Company et al., filed October 18, 2018 in the United States District Court, Southern District of Florida.
|
•
|
City of Tucson and Town of Marana v. The 3M Company et al., filed November 8, 2018 in the Superior Court of the State of Arizona, County of Pima (removed to the United States District Court for the District of Arizona).
|
•
|
New Jersey-American Water Company, Inc. v. The 3M Company et al., filed November 8, 2018 in the United States District Court for the District of New Jersey.
|
•
|
Village of Farmingdale v. The 3M Company et al., filed December 19, 2018 in the Supreme Court of the State of New York, County of Nassau (removed to the United States District Court for the Eastern District of New York).
|
•
|
Town of East Hampton v. The 3M Company et al., filed December 28, 2018 in the Supreme Court of the State of New York, County of Suffolk.
|
•
|
Ridgewood Water v. The 3M Company et al., filed February 25, 2019, in the Superior Court of the State of New Jersey, Bergen County (removed to the United States District Court for the District of New Jersey).
|
•
|
Atlantic City Municipal Utilities Authority v. The 3M Company et al., filed April 10, 2019 in the United States District Court, District of New Jersey.
|
•
|
Town of Vienna v. The 3M Company et al., filed March 30, 2019 in the United States District Court, District of Maryland.
|
•
|
New York American Water Company, Inc. v. The 3M Company et al., filed April 11, 2019 in the United States District Court, Eastern District of New York.
|
•
|
City of Fairbanks v. The 3M Company et al., filed April 26, 2019 in the United States District Court, District of Alaska.
|
•
|
County of Westchester v. The 3M Company et al., filed May 24, 2019 in the United States District Court, Southern District of New York.
|
•
|
Diane Hebrank et al. v. City of Newburgh v. The 3M Company et al., third-party complaint filed June 10, 2019, in the Supreme Court of New York, Orange County.
|
•
|
California-American Water v. The 3M Company et al., direct-filed on June 21, 2019 in the MDL pending in the United States District Court, District of South Carolina.
|
•
|
City of Sioux Falls v. The 3M Company et al., direct-filed on June 26, 2019 in the MDL pending in the United States District Court, District of South Carolina.
|
•
|
Sioux Falls Regional Airport Authority v. The 3M Company et al., direct-filed on June 28, 2019 in the MDL pending in the United States District Court, District of South Carolina.
|
•
|
Warminster Township Municipal Authority v. The 3M Company et al., direct-filed on August 30, 2019 in the MDL pending in the United States District Court, District of South Carolina.
|
•
|
Warrington Township v. The 3M Company et al., direct-filed on August 30, 2019 in the MDL pending in the United States District Court, District of South Carolina.
|
•
|
Horsham Water and Sewer Authority v. The 3M Company et al., direct-filed on August 30, 2019 in the MDL pending in the United States District Court, District of South Carolina.
|
•
|
Security Water District and Pike Peak Community Foundation v. United States et al., filed on March 5, 2019, in the United States District Court, District of Colorado.
|
•
|
Bakman Water Co. v. The 3M Company et al., direct-filed on September 30, 2019 in the MDL pending in the United States District Court, District of South Carolina.
|
•
|
California Water Service Co. v. The 3M Company et al., direct-filed on October 14, 2019 in the MDL pending in the United States District Court, District of South Carolina.
|
•
|
Town of Ayer v. The 3M Company et al., direct-filed on November 4, 2019 in the MDL pending in the United States District Court, District of South Carolina.
|
|
|
September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
|
|
|
||||
Receivable from related parties
|
|
$
|
34
|
|
|
$
|
36
|
|
Payable to related parties
|
|
6
|
|
|
18
|
|
Year Ended September 30,
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
|
|
|
|
||||||
Accounts Receivable - Allowance for Doubtful Accounts
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
169
|
|
|
$
|
172
|
|
|
$
|
168
|
|
Provision charged to costs and expenses
|
37
|
|
|
14
|
|
|
25
|
|
|||
Accounts charged off, net of recoveries
|
(21
|
)
|
|
(17
|
)
|
|
(41
|
)
|
|||
Acquisition (divestiture) of businesses
|
(10
|
)
|
|
—
|
|
|
18
|
|
|||
Currency translation
|
(2
|
)
|
|
—
|
|
|
2
|
|
|||
Balance at end of period
|
$
|
173
|
|
|
$
|
169
|
|
|
$
|
172
|
|
|
|
|
|
|
|
||||||
Deferred Tax Assets - Valuation Allowance
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
5,088
|
|
|
$
|
3,735
|
|
|
$
|
3,290
|
|
Allowance provision for new operating and other loss carryforwards
|
195
|
|
|
1,639
|
|
|
550
|
|
|||
Allowance provision benefits
|
(215
|
)
|
|
(286
|
)
|
|
(158
|
)
|
|||
Acquisition of businesses
|
—
|
|
|
—
|
|
|
53
|
|
|||
Balance at end of period
|
$
|
5,068
|
|
|
$
|
5,088
|
|
|
$
|
3,735
|
|
ITEM 9
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A
|
CONTROLS AND PROCEDURES
|
ITEM 9B
|
OTHER INFORMATION
|
ITEM 10
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11
|
EXECUTIVE COMPENSATION
|
ITEM 12
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15
|
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
ITEM 16
|
FORM 10-K SUMMARY
|
JOHNSON CONTROLS INTERNATIONAL PLC
|
|
|
|
By
|
/s/ Brian J. Stief
|
|
Brian J. Stief
|
|
Vice Chairman and
Chief Financial Officer
|
|
|
Date:
|
November 21, 2019
|
/s/ George R. Oliver
George R. Oliver
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
|
/s/ Brian J. Stief
Brian J. Stief
Vice Chairman and
Chief Financial Officer (Principal Financial Officer)
|
|
|
|
/s/ Robert M. VanHimbergen
Robert M. VanHimbergen
Vice President and Corporate Controller
(Principal Accounting Officer)
|
|
/s/ Jean Blackwell
Jean Blackwell
Director
|
|
|
|
/s/ Pierre Cohade
Pierre Cohade
Director
|
|
/s/ Mike Daniels
Mike Daniels Director |
|
|
|
/s/ Juan Pablo del Valle Perochena
Juan Pablo del Valle Perochena Director |
|
/s/ Roy Dunbar
Roy Dunbar Director |
|
|
|
/s/ Gretchen R. Haggerty
Gretchen R. Haggerty
Director
|
|
/s/ Simone Menne
Simone Menne
Director
|
|
|
|
/s/ Jürgen Tinggren
Jürgen Tinggren Director |
|
/s/ Mark P. Vergnano
Mark P. Vergnano Director |
|
|
|
/s/ David Yost
David Yost Director |
|
/s/ John D. Young
John D. Young
Director
|
|
|
|
Exhibit
|
|
Title
|
|
|
|
2.1
|
|
|
|
|
|
2.2
|
|
|
|
|
|
2.3
|
|
|
|
|
|
3.1
|
|
|
|
|
|
4.1
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6
|
|
|
|
|
|
4.7
|
|
Miscellaneous long-term debt agreements and financing leases with banks and other creditors and debenture indentures.*
|
|
|
Exhibit
|
|
Title
|
|
|
|
4.8
|
|
Miscellaneous industrial development bond long-term debt issues and related loan agreements and leases.*
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
Exhibit
|
|
Title
|
|
|
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.12
|
|
|
|
|
|
10.13
|
|
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.18
|
|
|
|
|
|
10.19
|
|
|
|
|
|
10.20
|
|
|
|
|
|
10.21
|
|
|
|
|
|
Exhibit
|
|
Title
|
|
|
|
10.22
|
|
|
|
|
|
10.23
|
|
|
|
|
|
10.24
|
|
|
|
|
|
10.25
|
|
|
|
|
|
10.26
|
|
|
|
|
|
10.27
|
|
|
|
|
|
10.28
|
|
|
|
|
|
10.29
|
|
|
|
|
|
10.30
|
|
|
|
|
|
10.31
|
|
|
|
|
|
10.32
|
|
|
|
|
|
10.33
|
|
|
|
|
|
10.34
|
|
Exhibit
|
|
Title
|
|
|
|
10.35
|
|
|
|
|
|
10.36
|
|
|
|
|
|
10.37
|
|
|
|
|
|
10.38
|
|
|
|
|
|
10.39
|
|
|
|
|
|
10.40
|
|
|
|
|
|
21.1
|
|
|
|
|
|
23.1
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
101
|
|
Financial statements from the Annual Report on Form 10-K of Johnson Controls International plc for the fiscal year ended September 30, 2019 formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Position, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Cash Flow, (v) the Consolidated Statements of Shareholders’ Equity Attributable to Johnson Controls Ordinary Shareholders and (vi) Notes to Consolidated Financial Statements (filed herewith)
|
|
|
|
*
|
|
These instruments are not being filed as exhibits herewith because none of the long-term debt instruments authorizes the issuance of debt in excess of 10% of the total assets of Johnson Controls International plc and its subsidiaries on a consolidated basis. Johnson Controls International plc agrees to furnish a copy of each agreement to the Securities and Exchange Commission upon request.
|
**
|
|
Management contract or compensatory plan.
|
|
|
|
|
Exhibit 10.24
|
(a)
|
“Award” means this grant of Options and/or an SAR.
|
(b)
|
“Award Notice” means the Award notification delivered or made available to the Participant (in either paper or electronic form).
|
(c)
|
“Cause” means (i) if the Participant is subject to an employment agreement with the Company or a Subsidiary that contains a definition of “cause”, such definition, or (ii) otherwise, any of the following as determined by the Committee: (A) violation of the provisions of any employment agreement, noncompetition agreement, confidentiality agreement, or similar agreement with the Company or a Subsidiary, or the Company’s or a Subsidiary’s code of ethics, as then in effect, (B) conduct rising to the level of gross negligence or willful misconduct in the course of employment with the Company or a Subsidiary, (C) commission of an act of dishonesty or disloyalty involving the Company or a Subsidiary, (D) violation of any federal, state or local law in connection with the Participant’s employment or service, or (E) breach of any fiduciary duty to the Company or a Subsidiary.
|
(d)
|
“Company” means Johnson Controls International plc, an Irish public limited company, or any successor thereto.
|
(e)
|
“Fair Market Value” means, per Share on a particular date, the closing sales price on such date on the New York Stock Exchange, or if no sales of Shares occur on the date in question, on the next preceding date on which there was a sale on such market.
|
(f)
|
“Grant Date” is the date the Award was made to the Participant, as specified in the Award Notice.
|
(g)
|
“Inimical Conduct” means any act or omission that is inimical to the best interests of the Company or any Affiliate as determined by the Committee in its sole discretion, including but not limited to: (i) violation of any employment, noncompete, confidentiality or other agreement in effect with the Company or any Affiliate, (ii) taking any steps or doing anything which would damage or negatively reflect on the reputation of the Company or an Affiliate, or (iii) failure to comply with applicable laws relating to trade secrets, confidential information or unfair competition.
|
(h)
|
“Option” means this nonqualified share option representing the right to purchase Shares at a stated price for a specified period of time.
|
(i)
|
“Plan” means the Johnson Controls International plc 2012 Share and Incentive Plan (as amended and restated as of September 2, 2016) and as may be further amended from time to time.
|
(j)
|
“Retirement” means termination of employment from the Company and its Subsidiaries (for other than Cause) on or after attainment of age fifty-five (55) and completion of five (5) years of continuous service with the Company and its Subsidiaries (including, for Participants who are Legacy Johnson Controls Employees, service with Johnson Controls, Inc. and its affiliates prior to the Merger).
|
(k)
|
“SAR” is an Award of Share Appreciation Rights which will be settled in cash. The Participant will receive the economic equivalent of the excess of the Fair Market Value on the exercise date over the Exercise Price.
|
(l)
|
“Share” means an ordinary share in the capital of the Company.
|
(m)
|
“Termination of Employment” means, subject to the terms of any Attachment hereto, the date of cessation of the Participant’s employment relationship with the Company or a Subsidiary for any reason, with or without Cause, as determined by the Company.
|
1.
|
Grant of Award. Subject to the terms and conditions of the Plan, a copy of which has been made available to the Participant and made a part of this Award, and to the terms and conditions of this Award Agreement, the Company grants to the Participant an Award of Options or an SAR, as specified in the Award Notice.
|
2.
|
Exercise Price. The purchase price payable upon exercise of the Options or used to determine the value of the SARs shall be the Exercise Price per Share stated in the Award Notice.
|
3.
|
Exercise of Vested Portion of Award. The Award may be exercised by the Participant, in whole or in part, from time to time, to the extent the Award is vested and prior to the Expiration Date stated in the Award Notice. The vesting schedule of the Award is as follows:
|
4.
|
Exercise Procedure. The Award may only be exercised through the Company’s Option/SAR execution service provider following the procedures established by the Committee.
|
5.
|
Conditions to Issuance or Payment. Before the Company will become obligated to issue or transfer Shares or pay cash upon exercise of the Option or SAR, the Company may require the Participant to pay to the Company or its Affiliates such amount as may be requested by the Company or its Affiliates for the purpose of satisfying its liability to withhold federal, state or local income or other taxes incurred by reason of the exercise of the Award. If the amount requested is not paid, the Company may refuse to issue or transfer Shares or pay cash, as applicable, upon exercise of the Award.
|
6.
|
Withholding.
|
7.
|
Termination of Employment.
|
8.
|
Inimical Conduct. If the Committee determines at any time that a Participant has engaged in Inimical Conduct, whether before or after termination of employment, the Award shall be cancelled, regardless of vesting; and any pending exercises shall be cancelled on that date. In addition, the Committee or the Company may suspend any exercise of the Option or SAR pending the determination of whether the Participant has engaged in Inimical Conduct.
|
9.
|
Rights as Shareholder. The Participant shall not be deemed for any purposes to be a shareholder of the Company with respect to any shares which may be acquired hereunder except to the extent that the Option shall have been exercised with respect thereto and Shares issued therefor.
|
10.
|
No Reinstatement of Award. After this Award or any portion thereof expires, is cancelled or otherwise terminates for any reason, the Award or such portion shall not be reinstated, extended or otherwise continued.
|
11.
|
Transferability. This Award shall not be transferable (without the Committee’s consent) other than by will or the laws of descent and distribution. Following any permitted transfer, the Award shall continue to be subject to the same terms and conditions as were applicable immediately prior to the transfer, provided that the Award may be exercised during the life of the Participant only by the Participant or, if applicable, by the Participant’s permitted transferees.
|
12.
|
Securities Compliance. The Participant agrees for himself/herself and the Participant's heirs, legatees, and legal representatives, with respect to all Shares acquired pursuant to this Award (or
|
13.
|
No Restrictions on Certain Actions. The existence of the Award shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred, or prior preference shares ahead of or affecting the Shares or the rights thereof, or dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
|
14.
|
Award Not Part of Normal Compensation. Neither the Award nor any benefit accruing to the Participant from the Award will be considered to be part of the Participant’s normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments. In no event may the Award or any benefit accruing to the Participant from the Award be considered as compensation for, or relating in any way to, past services for the Company or any Affiliate. In consideration of the Award, no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of the Participant’s employment by the Company or any Affiliate (for any reason whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably releases the Company and its Affiliates from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by acknowledging the grant, the Participant shall have been deemed irrevocably to have waived any entitlement to pursue such claim.
|
15.
|
Electronic Communications. The Company or its Affiliates may, in its or their sole discretion, decide to deliver any documents related to current or future participation in the Plan or related to this Award by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. The Participant hereby agrees that all on-line acknowledgements shall have the same force and effect as a written signature.
|
16.
|
Governing Law; Arbitration. This Award, and the interpretation of this Award Agreement, shall be governed by (a) the internal laws of Ireland (without reference to conflict of law principles thereof that would direct the application of the laws of another jurisdiction) with respect to the validity and authorization of any Shares issued under this Award, and (b) the internal laws of the State of Wisconsin (without reference to conflict of law principles thereof that would direct the application of the laws of another jurisdiction) with respect to all other matters. Arbitration will be conducted per the provisions in the Plan.
|
17.
|
Data Privacy and Sharing. As a condition of the granting of the Award, the Participant acknowledges and agrees that it is necessary for some of the Participant’s personal identifiable information to be provided to certain employees of the Company and the Company’s Option/SAR execution service provider and the Company’s designated third party broker in the United States. These transfers will be made pursuant to a contract that requires the service provider to provide adequate levels of protection for data privacy and security interests in accordance with the EU Data Privacy Directive 95/46 EC and the implementing legislation of the Participant’s home country (or any successor or superseding regulation). By acknowledging the Award, the Participant acknowledges having been informed of the processing of the Participant’s personal identifiable information described in the
|
18.
|
Restrictive Covenants. In consideration for the Participant’s opportunity to earn the benefits provided in this Award Agreement, Participant agrees to be bound by the restrictive covenants in Attachment A. For the sake of clarity, by accepting this Award, Participant agrees to be bound by such restrictive covenants even if Participant ultimately forfeits this Award or otherwise fails to receive any benefits under this Award Agreement.
|
Name of Company
|
|
Jurisdiction Where Subsidiary is Incorporated
|
|
|
|
Hitachi Johnson Controls Air Conditioning KK
|
|
Japan
|
JIFG GmbH
|
|
Switzerland
|
Johnson Controls BE Operations Mexico S. de R.L. de C.V.
|
|
Mexico
|
Johnson Controls Fire Protection LP
|
|
Delaware, United States
|
Johnson Controls HQ Holding BVBA
|
|
Belgium
|
Johnson Controls, Inc.
|
|
Wisconsin, United States
|
Johnson Controls International, Inc.
|
|
Delaware, United States
|
Johnson Controls KK
|
|
Japan
|
Johnson Controls Security Solutions LLC
|
|
Delaware, United States
|
Tyco Fire & Security Finance S.C.A.
|
|
Luxembourg
|
Tyco Fire & Security GmbH
|
|
Switzerland
|
Tyco Holdings (U.K.) Limited
|
|
United Kingdom
|
Tyco International Finance Group GmbH
|
|
Switzerland
|
Tyco International Holding S.a.r.l.
|
|
Luxembourg
|
York Guangzhou A/C & Refrigeration Co. Ltd.
|
|
China
|
York International Corporation
|
|
Delaware, United States
|
1.
|
I have reviewed this annual report on Form 10-K of Johnson Controls International plc;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ George R. Oliver
|
George R. Oliver
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Johnson Controls International plc;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ Brian J. Stief
|
Brian J. Stief
Vice Chairman and
Chief Financial Officer
|
1.
|
the Annual Report on Form 10-K for the year ended September 30, 2019 (Periodic Report) to which this statement is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and
|
2.
|
information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Johnson Controls International plc.
|
|
/s/ George R. Oliver
|
George R. Oliver
Chairman and Chief Executive Officer
|
|
/s/ Brian J. Stief
|
Brian J. Stief
Vice Chairman and Chief Financial Officer
|