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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Ireland
|
98-0390500
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||
(Jurisdiction of Incorporation)
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(I.R.S. Employer Identification No.)
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(353)
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21-423-5000
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Not Applicable
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(Registrant’s telephone number)
|
(Former name, former address and former fiscal year, if changed since last report)
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Title of Each Class
|
Trading Symbol
|
Name of Each Exchange on Which Registered
|
Ordinary Shares, Par Value $0.01
|
JCI
|
New York Stock Exchange
|
5.000% Senior Notes due 2020
|
JCI20A
|
New York Stock Exchange
|
0.000% Senior Notes due 2020
|
JCI20B
|
New York Stock Exchange
|
4.25% Senior Notes due 2021
|
JCI21B
|
New York Stock Exchange
|
3.750% Senior Notes due 2021
|
JCI21C
|
New York Stock Exchange
|
4.625% Notes due 2023
|
JCI23
|
New York Stock Exchange
|
1.000% Senior Notes due 2023
|
JCI23A
|
New York Stock Exchange
|
3.625% Senior Notes due 2024
|
JCI24A
|
New York Stock Exchange
|
1.375% Notes due 2025
|
JCI25A
|
New York Stock Exchange
|
3.900% Notes due 2026
|
JCI26A
|
New York Stock Exchange
|
6.000% Notes due 2036
|
JCI36A
|
New York Stock Exchange
|
5.70% Senior Notes due 2041
|
JCI41B
|
New York Stock Exchange
|
5.250% Senior Notes due 2041
|
JCI41C
|
New York Stock Exchange
|
4.625% Senior Notes due 2044
|
JCI44A
|
New York Stock Exchange
|
5.125% Notes due 2045
|
JCI45B
|
New York Stock Exchange
|
6.950% Debentures due December 1, 2045
|
JCI45A
|
New York Stock Exchange
|
4.500% Senior Notes due 2047
|
JCI47
|
New York Stock Exchange
|
4.950% Senior Notes due 2064
|
JCI64A
|
New York Stock Exchange
|
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Class
|
|
Ordinary Shares Outstanding at December 31, 2019
|
Ordinary Shares, $0.01 par value per share
|
|
764,047,226
|
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Page
|
Part I. Financial Information
|
|
|
|
Item 1. Financial Statements (unaudited)
|
|
|
|
Consolidated Statements of Financial Position at December 31, 2019 and September 30, 2019
|
|
|
|
Consolidated Statements of Income for the Three Month Periods Ended December 31, 2019 and 2018
|
|
|
|
Consolidated Statements of Comprehensive Income (Loss) for the Three Month Periods Ended December 31, 2019 and 2018
|
|
|
|
Consolidated Statements of Cash Flows for the Three Month Periods Ended December 31, 2019 and 2018
|
|
|
|
Consolidated Statements of Shareholders' Equity Attributable to
Johnson Controls Ordinary Shareholders for the
Three Month Periods Ended December 31, 2019 and 2018
|
|
|
|
Notes to Consolidated Financial Statements
|
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|
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
|
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Item 4. Controls and Procedures
|
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Part II. Other Information
|
|
|
|
Item 1. Legal Proceedings
|
|
|
|
Item 1A. Risk Factors
|
|
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|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
|
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Item 6. Exhibits
|
|
|
|
Signatures
|
Johnson Controls International plc
Consolidated Statements of Financial Position
(in millions, except par value; unaudited)
|
|||||||
|
|
|
|
||||
|
December 31, 2019
|
|
September 30, 2019
|
||||
Assets
|
|
|
|
||||
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,160
|
|
|
$
|
2,805
|
|
Accounts receivable - net
|
5,612
|
|
|
5,770
|
|
||
Inventories
|
1,953
|
|
|
1,814
|
|
||
Assets held for sale
|
87
|
|
|
98
|
|
||
Other current assets
|
1,508
|
|
|
1,906
|
|
||
Current assets
|
11,320
|
|
|
12,393
|
|
||
|
|
|
|
||||
Property, plant and equipment - net
|
3,341
|
|
|
3,348
|
|
||
Goodwill
|
18,351
|
|
|
18,178
|
|
||
Other intangible assets - net
|
5,610
|
|
|
5,632
|
|
||
Investments in partially-owned affiliates
|
865
|
|
|
853
|
|
||
Noncurrent assets held for sale
|
46
|
|
|
60
|
|
||
Other noncurrent assets
|
2,980
|
|
|
1,823
|
|
||
Total assets
|
$
|
42,513
|
|
|
$
|
42,287
|
|
|
|
|
|
||||
Liabilities and Equity
|
|
|
|
||||
|
|
|
|
||||
Short-term debt
|
$
|
20
|
|
|
$
|
10
|
|
Current portion of long-term debt
|
1,342
|
|
|
501
|
|
||
Accounts payable
|
3,336
|
|
|
3,582
|
|
||
Accrued compensation and benefits
|
844
|
|
|
953
|
|
||
Deferred revenue
|
1,495
|
|
|
1,407
|
|
||
Liabilities held for sale
|
44
|
|
|
44
|
|
||
Other current liabilities
|
2,611
|
|
|
2,573
|
|
||
Current liabilities
|
9,692
|
|
|
9,070
|
|
||
|
|
|
|
||||
Long-term debt
|
5,920
|
|
|
6,708
|
|
||
Pension and postretirement benefits
|
1,013
|
|
|
1,044
|
|
||
Other noncurrent liabilities
|
5,457
|
|
|
4,636
|
|
||
Long-term liabilities
|
12,390
|
|
|
12,388
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 21)
|
|
|
|
|
|
||
|
|
|
|
||||
Ordinary shares, $0.01 par value
|
8
|
|
|
8
|
|
||
Ordinary A shares, €1.00 par value
|
—
|
|
|
—
|
|
||
Preferred shares, $0.01 par value
|
—
|
|
|
—
|
|
||
Ordinary shares held in treasury, at cost
|
(1,116
|
)
|
|
(1,086
|
)
|
||
Capital in excess of par value
|
16,848
|
|
|
16,812
|
|
||
Retained earnings
|
4,129
|
|
|
4,827
|
|
||
Accumulated other comprehensive loss
|
(540
|
)
|
|
(795
|
)
|
||
Shareholders’ equity attributable to Johnson Controls
|
19,329
|
|
|
19,766
|
|
||
Noncontrolling interests
|
1,102
|
|
|
1,063
|
|
||
Total equity
|
20,431
|
|
|
20,829
|
|
||
Total liabilities and equity
|
$
|
42,513
|
|
|
$
|
42,287
|
|
Johnson Controls International plc
Consolidated Statements of Income
(in millions, except per share data; unaudited)
|
|||||||
|
|
|
|
||||
|
Three Months Ended
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Net sales
|
|
|
|
||||
Products and systems
|
$
|
4,036
|
|
|
$
|
3,922
|
|
Services
|
1,540
|
|
|
1,542
|
|
||
|
5,576
|
|
|
5,464
|
|
||
Cost of sales
|
|
|
|
||||
Products and systems
|
2,866
|
|
|
2,824
|
|
||
Services
|
907
|
|
|
915
|
|
||
|
3,773
|
|
|
3,739
|
|
||
|
|
|
|
||||
Gross profit
|
1,803
|
|
|
1,725
|
|
||
|
|
|
|
||||
Selling, general and administrative expenses
|
(1,427
|
)
|
|
(1,438
|
)
|
||
Restructuring and impairment costs
|
(111
|
)
|
|
—
|
|
||
Net financing charges
|
(52
|
)
|
|
(85
|
)
|
||
Equity income
|
43
|
|
|
42
|
|
||
|
|
|
|
||||
Income from continuing operations before income taxes
|
256
|
|
|
244
|
|
||
|
|
|
|
||||
Income tax provision
|
65
|
|
|
108
|
|
||
|
|
|
|
||||
Income from continuing operations
|
191
|
|
|
136
|
|
||
|
|
|
|
||||
Income from discontinued operations, net of tax (Note 4)
|
—
|
|
|
263
|
|
||
|
|
|
|
||||
Net income
|
191
|
|
|
399
|
|
||
|
|
|
|
||||
Income from continuing operations attributable to noncontrolling
interests
|
32
|
|
|
29
|
|
||
|
|
|
|
||||
Income from discontinued operations attributable to noncontrolling
interests
|
—
|
|
|
15
|
|
||
|
|
|
|
||||
Net income attributable to Johnson Controls
|
$
|
159
|
|
|
$
|
355
|
|
|
|
|
|
||||
Amounts attributable to Johnson Controls ordinary shareholders:
|
|
|
|
||||
Income from continuing operations
|
$
|
159
|
|
|
$
|
107
|
|
Income from discontinued operations
|
—
|
|
|
248
|
|
||
Net income
|
$
|
159
|
|
|
$
|
355
|
|
|
|
|
|
||||
Basic earnings per share attributable to Johnson Controls
|
|
|
|
||||
Continuing operations
|
$
|
0.21
|
|
|
$
|
0.12
|
|
Discontinued operations
|
—
|
|
|
0.27
|
|
||
Net income
|
$
|
0.21
|
|
|
$
|
0.39
|
|
|
|
|
|
||||
Diluted earnings per share attributable to Johnson Controls
|
|
|
|
||||
Continuing operations
|
$
|
0.21
|
|
|
$
|
0.12
|
|
Discontinued operations
|
—
|
|
|
0.27
|
|
||
Net income *
|
$
|
0.21
|
|
|
$
|
0.38
|
|
*
|
Certain items do not sum due to rounding.
|
Johnson Controls International plc
Consolidated Statements of Comprehensive Income (Loss)
(in millions; unaudited)
|
|||||||
|
|
|
|
||||
|
Three Months Ended
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Net income
|
$
|
191
|
|
|
$
|
399
|
|
|
|
|
|
||||
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Foreign currency translation adjustments
|
261
|
|
|
(118
|
)
|
||
Realized and unrealized gains on derivatives
|
7
|
|
|
2
|
|
||
Pension and postretirement plans
|
(1
|
)
|
|
—
|
|
||
|
|
|
|
||||
Other comprehensive income (loss)
|
267
|
|
|
(116
|
)
|
||
|
|
|
|
||||
Total comprehensive income
|
458
|
|
|
283
|
|
||
|
|
|
|
||||
Comprehensive income attributable to noncontrolling interests
|
44
|
|
|
54
|
|
||
|
|
|
|
||||
Comprehensive income attributable to Johnson Controls
|
$
|
414
|
|
|
$
|
229
|
|
|
Three Months Ended December 31,
|
||||||
|
2019
|
|
2018
|
||||
Operating Activities of Continuing Operations
|
|
|
|
||||
Net income from continuing operations attributable to Johnson Controls
|
$
|
159
|
|
|
$
|
107
|
|
Income from continuing operations attributable to noncontrolling interests
|
32
|
|
|
29
|
|
||
Net income from continuing operations
|
191
|
|
|
136
|
|
||
Adjustments to reconcile net income from continuing operations to cash provided (used) by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
207
|
|
|
211
|
|
||
Pension and postretirement benefit income
|
(40
|
)
|
|
(29
|
)
|
||
Pension and postretirement contributions
|
(12
|
)
|
|
(21
|
)
|
||
Equity in earnings of partially-owned affiliates, net of dividends received
|
8
|
|
|
(36
|
)
|
||
Deferred income taxes
|
(3
|
)
|
|
43
|
|
||
Noncash restructuring and impairment charges
|
54
|
|
|
—
|
|
||
Equity-based compensation
|
23
|
|
|
18
|
|
||
Other - net
|
(7
|
)
|
|
10
|
|
||
Changes in assets and liabilities, excluding acquisitions and divestitures:
|
|
|
|
||||
Accounts receivable
|
237
|
|
|
146
|
|
||
Inventories
|
(114
|
)
|
|
(222
|
)
|
||
Other assets
|
(92
|
)
|
|
(63
|
)
|
||
Restructuring reserves
|
33
|
|
|
(25
|
)
|
||
Accounts payable and accrued liabilities
|
(498
|
)
|
|
(226
|
)
|
||
Accrued income taxes
|
524
|
|
|
(21
|
)
|
||
Cash provided (used) by operating activities from continuing operations
|
511
|
|
|
(79
|
)
|
||
|
|
|
|
||||
Investing Activities of Continuing Operations
|
|
|
|
||||
Capital expenditures
|
(126
|
)
|
|
(153
|
)
|
||
Sale of property, plant and equipment
|
1
|
|
|
2
|
|
||
Acquisition of businesses, net of cash acquired
|
(48
|
)
|
|
(13
|
)
|
||
Business divestitures, net of cash divested
|
—
|
|
|
6
|
|
||
Proceeds for equity swap
|
—
|
|
|
7
|
|
||
Changes in long-term investments
|
—
|
|
|
15
|
|
||
Cash used by investing activities from continuing operations
|
(173
|
)
|
|
(136
|
)
|
||
|
|
|
|
||||
Financing Activities of Continuing Operations
|
|
|
|
||||
Increase in short-term debt - net
|
10
|
|
|
1,014
|
|
||
Debt financing costs
|
(4
|
)
|
|
—
|
|
||
Stock repurchases and retirements
|
(651
|
)
|
|
(467
|
)
|
||
Payment of cash dividends
|
(203
|
)
|
|
(240
|
)
|
||
Proceeds from the exercise of stock options
|
21
|
|
|
13
|
|
||
Employee equity-based compensation withholding taxes
|
(20
|
)
|
|
(21
|
)
|
||
Dividends paid to noncontrolling interests
|
(5
|
)
|
|
(43
|
)
|
||
Other - net
|
2
|
|
|
—
|
|
||
Cash provided (used) by financing activities from continuing operations
|
(850
|
)
|
|
256
|
|
||
|
|
|
|
||||
Discontinued Operations
|
|
|
|
||||
Cash provided (used) by operating activities
|
(194
|
)
|
|
193
|
|
||
Cash used by investing activities
|
—
|
|
|
(66
|
)
|
||
Cash used by financing activities
|
—
|
|
|
(11
|
)
|
||
Cash provided (used) by discontinued operations
|
(194
|
)
|
|
116
|
|
||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
57
|
|
|
(43
|
)
|
||
Change in cash held for sale
|
—
|
|
|
(2
|
)
|
||
Increase (decrease) in cash, cash equivalents and restricted cash
|
(649
|
)
|
|
112
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
2,821
|
|
|
200
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
2,172
|
|
|
312
|
|
||
Less: Restricted cash
|
12
|
|
|
20
|
|
||
Cash and cash equivalents at end of period
|
$
|
2,160
|
|
|
$
|
292
|
|
|
Three Months Ended December 31, 2018
|
||||||||||||||||||||||
|
Total
|
|
Ordinary
Shares
|
|
Capital in Excess
of Par Value
|
|
Retained
Earnings
|
|
Treasury Stock,
at Cost
|
|
Accumulated Other
Comprehensive Loss
|
||||||||||||
At September 30, 2018
|
$
|
21,164
|
|
|
$
|
10
|
|
|
$
|
16,549
|
|
|
$
|
6,604
|
|
|
$
|
(1,053
|
)
|
|
$
|
(946
|
)
|
Comprehensive income (loss)
|
229
|
|
|
—
|
|
|
—
|
|
|
355
|
|
|
—
|
|
|
(126
|
)
|
||||||
Cash dividends
Ordinary ($0.26 per share) |
(240
|
)
|
|
—
|
|
|
—
|
|
|
(240
|
)
|
|
—
|
|
|
—
|
|
||||||
Repurchases of ordinary shares
|
(467
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(467
|
)
|
|
—
|
|
||||||
Adoption of ASC 606
|
(45
|
)
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
—
|
|
||||||
Adoption of ASU 2016-01
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
(8
|
)
|
||||||
Adoption of ASU 2016-16
|
(546
|
)
|
|
—
|
|
|
—
|
|
|
(546
|
)
|
|
—
|
|
|
—
|
|
||||||
Other, including options exercised
|
7
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
||||||
At December 31, 2018
|
$
|
20,102
|
|
|
$
|
10
|
|
|
$
|
16,579
|
|
|
$
|
6,136
|
|
|
$
|
(1,543
|
)
|
|
$
|
(1,080
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, 2019
|
||||||||||||||||||||||
|
Total
|
|
Ordinary
Shares
|
|
Capital in Excess
of Par Value
|
|
Retained
Earnings
|
|
Treasury Stock,
at Cost
|
|
Accumulated Other
Comprehensive Loss
|
||||||||||||
At September 30, 2019
|
$
|
19,766
|
|
|
$
|
8
|
|
|
$
|
16,812
|
|
|
$
|
4,827
|
|
|
$
|
(1,086
|
)
|
|
$
|
(795
|
)
|
Comprehensive income
|
414
|
|
|
—
|
|
|
—
|
|
|
159
|
|
|
—
|
|
|
255
|
|
||||||
Cash dividends
Ordinary ($0.26 per share) |
(201
|
)
|
|
—
|
|
|
—
|
|
|
(201
|
)
|
|
—
|
|
|
—
|
|
||||||
Repurchases and retirements of ordinary shares
|
(651
|
)
|
|
—
|
|
|
—
|
|
|
(651
|
)
|
|
—
|
|
|
—
|
|
||||||
Adoption of ASC 842
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
||||||
Other, including options exercised
|
6
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
(30
|
)
|
|
—
|
|
||||||
At December 31, 2019
|
$
|
19,329
|
|
|
$
|
8
|
|
|
$
|
16,848
|
|
|
$
|
4,129
|
|
|
$
|
(1,116
|
)
|
|
$
|
(540
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Financial Statements
|
2.
|
New Accounting Standards
|
3.
|
Acquisitions and Divestitures
|
4.
|
Discontinued Operations
|
|
Three Months Ended
December 31, |
||
|
2018
|
||
|
|
||
Net sales
|
$
|
2,427
|
|
|
|
||
Income from discontinued operations before income taxes
|
390
|
|
|
Provision for income taxes on discontinued operations
|
(127
|
)
|
|
Income from discontinued operations attributable to noncontrolling interests, net of tax
|
(15
|
)
|
|
Income from discontinued operations
|
$
|
248
|
|
5.
|
Revenue Recognition
|
|
|
Three Months Ended
December 31, 2019
|
|
Three Months Ended
December 31, 2018
|
||||||||||||||||||||
|
|
Products & Systems
|
|
Services
|
|
Total
|
|
Products & Systems
|
|
Services
|
|
Total
|
||||||||||||
Building Solutions North America
|
|
$
|
1,356
|
|
|
$
|
811
|
|
|
$
|
2,167
|
|
|
$
|
1,321
|
|
|
$
|
795
|
|
|
$
|
2,116
|
|
Building Solutions EMEA/LA
|
|
457
|
|
|
471
|
|
|
928
|
|
|
417
|
|
|
490
|
|
|
907
|
|
||||||
Building Solutions Asia Pacific
|
|
371
|
|
|
258
|
|
|
629
|
|
|
356
|
|
|
257
|
|
|
613
|
|
||||||
Global Products
|
|
1,852
|
|
|
—
|
|
|
1,852
|
|
|
1,828
|
|
|
—
|
|
|
1,828
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total
|
|
$
|
4,036
|
|
|
$
|
1,540
|
|
|
$
|
5,576
|
|
|
$
|
3,922
|
|
|
$
|
1,542
|
|
|
$
|
5,464
|
|
|
|
Three Months Ended
December 31, |
||||||
|
|
2019
|
|
2018
|
||||
Building management systems
|
|
$
|
300
|
|
|
$
|
281
|
|
HVAC & refrigeration equipment
|
|
1,285
|
|
|
1,285
|
|
||
Specialty products
|
|
267
|
|
|
262
|
|
||
Total
|
|
$
|
1,852
|
|
|
$
|
1,828
|
|
|
|
Location of contract balances
|
|
December 31, 2019
|
|
September 30, 2019
|
||||
Contract assets - current
|
|
Accounts receivable - net
|
|
$
|
1,465
|
|
|
$
|
1,389
|
|
Contract assets - noncurrent
|
|
Other noncurrent assets
|
|
99
|
|
|
90
|
|
||
Contract liabilities - current
|
|
Deferred revenue
|
|
(1,495
|
)
|
|
(1,407
|
)
|
||
Contract liabilities - noncurrent
|
|
Other noncurrent liabilities
|
|
(119
|
)
|
|
(117
|
)
|
||
Total
|
|
|
|
$
|
(50
|
)
|
|
$
|
(45
|
)
|
6.
|
Leases
|
|
|
Three Months Ended
December 31, |
||
|
|
2019
|
||
Operating lease cost
|
|
$
|
99
|
|
Variable lease cost
|
|
40
|
|
|
Total lease costs
|
|
$
|
139
|
|
|
Location of lease balances
|
|
December 31, 2019
|
||
Operating lease right-of-use assets
|
Other noncurrent assets
|
|
$
|
1,091
|
|
Operating lease liabilities - current
|
Other current liabilities
|
|
322
|
|
|
Operating lease liabilities - noncurrent
|
Other noncurrent liabilities
|
|
790
|
|
|
|
|
|
|
||
Weighted-average remaining lease term
|
|
|
6 years
|
|
|
Weighted-average discount rate
|
|
|
2.3
|
%
|
|
|
Three Months Ended December 31, 2019
|
||
Cash paid for amounts included in the measurement of lease liability:
|
|
|
||
Operating cash outflows from operating leases
|
|
$
|
97
|
|
Noncash operating lease activity:
|
|
|
||
Right-of-use assets obtained in exchange for operating lease liabilities
|
|
74
|
|
|
|
December 31, 2019
|
||
2020 (9 months)
|
|
$
|
264
|
|
2021
|
|
304
|
|
|
2022
|
|
217
|
|
|
2023
|
|
126
|
|
|
2024
|
|
85
|
|
|
After 2024
|
|
192
|
|
|
Total operating lease payments
|
|
1,188
|
|
|
Less interest
|
|
(76
|
)
|
|
Present value of lease payments
|
|
$
|
1,112
|
|
|
|
September 30, 2019
|
||
2020
|
|
$
|
352
|
|
2021
|
|
287
|
|
|
2022
|
|
200
|
|
|
2023
|
|
111
|
|
|
2024
|
|
71
|
|
|
After 2024
|
|
172
|
|
|
Total minimum lease payments
|
|
$
|
1,193
|
|
7.
|
Inventories
|
|
December 31, 2019
|
|
September 30, 2019
|
||||
|
|
|
|
||||
Raw materials and supplies
|
$
|
637
|
|
|
$
|
588
|
|
Work-in-process
|
167
|
|
|
176
|
|
||
Finished goods
|
1,149
|
|
|
1,050
|
|
||
Inventories
|
$
|
1,953
|
|
|
$
|
1,814
|
|
8.
|
Goodwill and Other Intangible Assets
|
|
December 31, 2019
|
|
September 30, 2019
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Amortized intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Technology
|
$
|
1,328
|
|
|
$
|
(403
|
)
|
|
$
|
925
|
|
|
$
|
1,307
|
|
|
$
|
(370
|
)
|
|
$
|
937
|
|
Customer relationships
|
2,754
|
|
|
(817
|
)
|
|
1,937
|
|
|
2,722
|
|
|
(759
|
)
|
|
1,963
|
|
||||||
Miscellaneous
|
585
|
|
|
(231
|
)
|
|
354
|
|
|
584
|
|
|
(224
|
)
|
|
360
|
|
||||||
Total amortized intangible assets
|
4,667
|
|
|
(1,451
|
)
|
|
3,216
|
|
|
4,613
|
|
|
(1,353
|
)
|
|
3,260
|
|
||||||
Unamortized intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trademarks/trade names
|
2,304
|
|
|
—
|
|
|
2,304
|
|
|
2,282
|
|
|
—
|
|
|
2,282
|
|
||||||
Miscellaneous
|
90
|
|
|
—
|
|
|
90
|
|
|
90
|
|
|
—
|
|
|
90
|
|
||||||
|
2,394
|
|
|
—
|
|
|
2,394
|
|
|
2,372
|
|
|
—
|
|
|
2,372
|
|
||||||
Total intangible assets
|
$
|
7,061
|
|
|
$
|
(1,451
|
)
|
|
$
|
5,610
|
|
|
$
|
6,985
|
|
|
$
|
(1,353
|
)
|
|
$
|
5,632
|
|
9.
|
Significant Restructuring and Impairment Costs
|
|
Employee Severance and Termination Benefits
|
|
Long-Lived Asset Impairments
|
|
Other
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Original reserve
|
$
|
54
|
|
|
$
|
54
|
|
|
$
|
3
|
|
|
$
|
111
|
|
Utilized—cash
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
||||
Utilized—noncash
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
(54
|
)
|
||||
Balance at December 31, 2019
|
$
|
46
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
49
|
|
|
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
|
|
Utilized—cash
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Utilized—noncash
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|||||
Adoption of ASC 8421
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|||||
Balance at December 31, 2019
|
$
|
94
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
95
|
|
|
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
|
|
Utilized—cash
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|||||
Adoption of ASC 8421
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||
Balance at December 31, 2019
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
|
$
|
46
|
|
10.
|
Income Taxes
|
Tax Jurisdiction
|
|
Tax Years Covered
|
|
|
|
Belgium
|
|
2015 - 2018
|
China
|
|
2008 - 2016
|
Germany
|
|
2007 - 2016
|
Japan
|
|
2015 - 2018
|
Luxembourg
|
|
2016
|
United Kingdom
|
|
2012 - 2015
|
11.
|
Pension and Postretirement Plans
|
|
U.S. Pension Plans
|
||||||
|
Three Months Ended
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Interest cost
|
$
|
18
|
|
|
$
|
25
|
|
Expected return on plan assets
|
(44
|
)
|
|
(46
|
)
|
||
Net periodic benefit credit
|
$
|
(26
|
)
|
|
$
|
(21
|
)
|
|
Non-U.S. Pension Plans
|
||||||
|
Three Months Ended
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Service cost
|
$
|
6
|
|
|
$
|
5
|
|
Interest cost
|
9
|
|
|
14
|
|
||
Expected return on plan assets
|
(27
|
)
|
|
(27
|
)
|
||
Net periodic benefit credit
|
$
|
(12
|
)
|
|
$
|
(8
|
)
|
|
Postretirement Benefits
|
||||||
|
Three Months Ended
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Interest cost
|
$
|
1
|
|
|
$
|
2
|
|
Expected return on plan assets
|
(2
|
)
|
|
(2
|
)
|
||
Amortization of prior service credit
|
(1
|
)
|
|
—
|
|
||
Net periodic benefit credit
|
$
|
(2
|
)
|
|
$
|
—
|
|
12.
|
Debt and Financing Arrangements
|
|
Three Months Ended
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Interest expense, net of capitalized interest costs
|
$
|
62
|
|
|
$
|
91
|
|
Banking fees and bond cost amortization
|
5
|
|
|
6
|
|
||
Interest income
|
(13
|
)
|
|
(7
|
)
|
||
Net foreign exchange results for financing activities
|
(2
|
)
|
|
(5
|
)
|
||
Net financing charges
|
$
|
52
|
|
|
$
|
85
|
|
13.
|
Stock-Based Compensation
|
|
Three Months Ended December 31,
|
||||||||||||
|
2019
|
|
2018
|
||||||||||
|
Number Granted
|
|
Weighted Average Grant Date Fair Value
|
|
Number Granted
|
|
Weighted Average Grant Date Fair Value
|
||||||
|
|
|
|
|
|
|
|
||||||
Stock options
|
1,302,729
|
|
|
$
|
7.29
|
|
|
1,713,733
|
|
|
$
|
5.56
|
|
Restricted stock/units
|
1,695,130
|
|
|
41.78
|
|
|
2,143,457
|
|
|
33.39
|
|
||
Performance shares
|
464,234
|
|
|
42.53
|
|
|
574,716
|
|
|
36.28
|
|
|
Three Months Ended
December 31,
|
||
|
2019
|
|
2018
|
Expected life of option (years)
|
6.5
|
|
6.4
|
Risk-free interest rate
|
1.67%
|
|
2.77%
|
Expected volatility of the Company’s stock
|
22.4%
|
|
21.8%
|
Expected dividend yield on the Company’s stock
|
2.49%
|
|
3.29%
|
|
Three Months Ended
December 31,
|
||
|
2019
|
|
2018
|
Risk-free interest rate
|
1.60%
|
|
2.76%
|
Expected volatility of the Company’s stock
|
21.8%
|
|
22.9%
|
14.
|
Earnings Per Share
|
|
Three Months Ended
December 31,
|
||||||
|
2019
|
|
2018
|
||||
Income Available to Ordinary Shareholders
|
|
|
|
||||
Income from continuing operations
|
$
|
159
|
|
|
$
|
107
|
|
Income from discontinued operations
|
—
|
|
|
248
|
|
||
Basic and diluted income available to
shareholders
|
$
|
159
|
|
|
$
|
355
|
|
|
|
|
|
||||
Weighted Average Shares Outstanding
|
|
|
|
||||
Basic weighted average shares outstanding
|
769.9
|
|
|
921.6
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Stock options, unvested restricted stock and
unvested performance share awards
|
4.1
|
|
|
3.6
|
|
||
Diluted weighted average shares outstanding
|
774.0
|
|
|
925.2
|
|
||
|
|
|
|
||||
Antidilutive Securities
|
|
|
|
||||
Options to purchase shares
|
0.2
|
|
|
2.7
|
|
15.
|
Equity and Noncontrolling Interests
|
|
Three Months Ended December 31, 2019
|
|
Three Months Ended December 31, 2018
|
||||||||||||||||||||
|
Equity
Attributable to
Johnson Controls International plc
|
|
Equity
Attributable to
Noncontrolling
Interests
|
|
Total
Equity
|
|
Equity
Attributable to
Johnson Controls International plc
|
|
Equity
Attributable to
Noncontrolling
Interests
|
|
Total
Equity
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning balance, September 30,
|
$
|
19,766
|
|
|
$
|
1,063
|
|
|
$
|
20,829
|
|
|
$
|
21,164
|
|
|
$
|
1,294
|
|
|
$
|
22,458
|
|
Total comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
159
|
|
|
32
|
|
|
191
|
|
|
355
|
|
|
44
|
|
|
399
|
|
||||||
Foreign currency translation adjustments
|
251
|
|
|
10
|
|
|
261
|
|
|
(127
|
)
|
|
9
|
|
|
(118
|
)
|
||||||
Realized and unrealized gains on derivatives
|
5
|
|
|
2
|
|
|
7
|
|
|
1
|
|
|
1
|
|
|
2
|
|
||||||
Pension and postretirement plans
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other comprehensive income (loss)
|
255
|
|
|
12
|
|
|
267
|
|
|
(126
|
)
|
|
10
|
|
|
(116
|
)
|
||||||
Comprehensive income
|
414
|
|
|
44
|
|
|
458
|
|
|
229
|
|
|
54
|
|
|
283
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other changes in equity:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash dividends—ordinary shares
|
(201
|
)
|
|
—
|
|
|
(201
|
)
|
|
(240
|
)
|
|
—
|
|
|
(240
|
)
|
||||||
Dividends attributable to noncontrolling interests
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
|
—
|
|
|
(43
|
)
|
|
(43
|
)
|
||||||
Repurchases and retirements of ordinary shares
|
(651
|
)
|
|
—
|
|
|
(651
|
)
|
|
(467
|
)
|
|
—
|
|
|
(467
|
)
|
||||||
Adoption of ASC 606
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
—
|
|
|
(45
|
)
|
||||||
Adoption of ASU 2016-16
|
—
|
|
|
—
|
|
|
—
|
|
|
(546
|
)
|
|
—
|
|
|
(546
|
)
|
||||||
Adoption of ASC 842
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other, including options exercised
|
6
|
|
|
—
|
|
|
6
|
|
|
7
|
|
|
—
|
|
|
7
|
|
||||||
Ending balance, December 31,
|
$
|
19,329
|
|
|
$
|
1,102
|
|
|
$
|
20,431
|
|
|
$
|
20,102
|
|
|
$
|
1,305
|
|
|
$
|
21,407
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Foreign currency translation adjustments ("CTA")
|
|
|
|
||||
Balance at beginning of period
|
$
|
(785
|
)
|
|
$
|
(939
|
)
|
Aggregate adjustment for the period (net of tax effect of $0 and $0)
|
251
|
|
|
(127
|
)
|
||
Balance at end of period
|
(534
|
)
|
|
(1,066
|
)
|
||
|
|
|
|
||||
Realized and unrealized gains (losses) on derivatives
|
|
|
|
||||
Balance at beginning of period
|
(2
|
)
|
|
(13
|
)
|
||
Current period changes in fair value (net of tax effect of $2 and $(2))
|
5
|
|
|
(4
|
)
|
||
Reclassification to income (net of tax effect of $0 and $1) *
|
—
|
|
|
5
|
|
||
Balance at end of period
|
3
|
|
|
(12
|
)
|
||
|
|
|
|
||||
Realized and unrealized gains (losses) on marketable securities
|
|
|
|
||||
Balance at beginning of period
|
—
|
|
|
8
|
|
||
Adoption of ASU 2016-01**
|
—
|
|
|
(8
|
)
|
||
Balance at end of period
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Pension and postretirement plans
|
|
|
|
||||
Balance at beginning of period
|
(8
|
)
|
|
(2
|
)
|
||
Reclassification to income (net of tax effect of $0 and $0)
|
(1
|
)
|
|
—
|
|
||
Balance at end of period
|
(9
|
)
|
|
(2
|
)
|
||
|
|
|
|
||||
Accumulated other comprehensive loss, end of period
|
$
|
(540
|
)
|
|
$
|
(1,080
|
)
|
|
|
|
|
16.
|
Derivative Instruments and Hedging Activities
|
|
|
Volume Outstanding as of
|
||||
Commodity
|
|
December 31, 2019
|
|
September 30, 2019
|
||
|
|
|
|
|
||
Copper
|
|
3,447
|
|
|
3,561
|
|
Aluminum
|
|
2,691
|
|
|
2,967
|
|
|
Derivatives and Hedging Activities Designated
as Hedging Instruments under ASC 815
|
|
Derivatives and Hedging Activities Not
Designated as Hedging Instruments under ASC 815
|
||||||||||||
|
December 31,
|
|
September 30,
|
|
December 31,
|
|
September 30,
|
||||||||
|
2019
|
|
2019
|
|
2019
|
|
2019
|
||||||||
Other current assets
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
$
|
10
|
|
|
$
|
16
|
|
|
$
|
37
|
|
|
$
|
19
|
|
Commodity derivatives
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other noncurrent assets
|
|
|
|
|
|
|
|
||||||||
Equity swap
|
—
|
|
|
—
|
|
|
58
|
|
|
62
|
|
||||
Total assets
|
$
|
11
|
|
|
$
|
16
|
|
|
$
|
95
|
|
|
$
|
81
|
|
|
|
|
|
|
|
|
|
||||||||
Other current liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
$
|
8
|
|
|
$
|
23
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Commodity derivatives
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||
Long-term debt
|
|
|
|
|
|
|
|
||||||||
Foreign currency denominated debt
|
2,602
|
|
|
2,544
|
|
|
—
|
|
|
—
|
|
||||
Total liabilities
|
$
|
2,610
|
|
|
$
|
2,568
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
|
Fair Value of Assets
|
|
Fair Value of Liabilities
|
||||||||||||
|
|
December 31,
|
|
September 30,
|
|
December 31,
|
|
September 30,
|
||||||||
|
|
2019
|
|
2019
|
|
2019
|
|
2019
|
||||||||
Gross amount recognized
|
|
$
|
106
|
|
|
$
|
97
|
|
|
$
|
2,611
|
|
|
$
|
2,568
|
|
Gross amount eligible for offsetting
|
|
(7
|
)
|
|
(11
|
)
|
|
(7
|
)
|
|
(11
|
)
|
||||
Net amount
|
|
$
|
99
|
|
|
$
|
86
|
|
|
$
|
2,604
|
|
|
$
|
2,557
|
|
Derivatives in ASC 815 Cash Flow
Hedging Relationships
|
|
Three Months Ended December 31,
|
||||||
|
2019
|
|
2018
|
|||||
Foreign currency exchange derivatives
|
|
$
|
9
|
|
|
$
|
—
|
|
Commodity derivatives
|
|
1
|
|
|
(6
|
)
|
||
Total
|
|
$
|
10
|
|
|
$
|
(6
|
)
|
Derivatives in ASC 815 Cash Flow Hedging Relationships
|
|
Location of Gain (Loss) Reclassified from AOCI into Income
|
|
Three Months Ended December 31,
|
||||||
|
2019
|
|
2018
|
|||||||
Foreign currency exchange derivatives
|
|
Cost of sales
|
|
$
|
1
|
|
|
$
|
—
|
|
Foreign currency exchange derivatives
|
|
Income from discontinued operations
|
|
—
|
|
|
1
|
|
||
Commodity derivatives
|
|
Cost of sales
|
|
(1
|
)
|
|
(2
|
)
|
||
Commodity derivatives
|
|
Income from discontinued operations
|
|
—
|
|
|
(5
|
)
|
||
Total
|
|
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
|
|
|
Amount of Gain (Loss) Recognized in
Income on Derivative
|
||||||
Derivatives Not Designated as Hedging Instruments under ASC 815
|
|
Location of Gain (Loss)
Recognized in Income on Derivative
|
|
Three Months Ended
December 31,
|
||||||
|
2019
|
|
2018
|
|||||||
Foreign currency exchange derivatives
|
|
Cost of sales
|
|
$
|
—
|
|
|
$
|
(4
|
)
|
Foreign currency exchange derivatives
|
|
Net financing charges
|
|
59
|
|
|
(21
|
)
|
||
Foreign currency exchange derivatives
|
|
Income from discontinued operations
|
|
—
|
|
|
26
|
|
||
Equity swap
|
|
Selling, general and administrative
|
|
(4
|
)
|
|
(9
|
)
|
||
Total
|
|
|
|
$
|
55
|
|
|
$
|
(8
|
)
|
17.
|
Fair Value Measurements
|
|
Fair Value Measurements Using:
|
||||||||||||||
|
Total as of December 31, 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
|
$
|
47
|
|
|
$
|
—
|
|
|
$
|
47
|
|
|
$
|
—
|
|
Exchange traded funds (fixed income)1
|
38
|
|
|
38
|
|
|
—
|
|
|
—
|
|
||||
Commodity derivatives
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Other noncurrent assets
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan assets
|
75
|
|
|
75
|
|
|
—
|
|
|
—
|
|
||||
Exchange traded funds (fixed income)1
|
119
|
|
|
119
|
|
|
—
|
|
|
—
|
|
||||
Exchange traded funds (equity)1
|
125
|
|
|
125
|
|
|
—
|
|
|
—
|
|
||||
Equity swap
|
58
|
|
|
—
|
|
|
58
|
|
|
—
|
|
||||
Total assets
|
$
|
463
|
|
|
$
|
357
|
|
|
$
|
106
|
|
|
$
|
—
|
|
Other current liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign currency exchange derivatives
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
—
|
|
Total liabilities
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
—
|
|
18.
|
Impairment of Long-Lived Assets
|
19.
|
Segment Information
|
•
|
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, anti-theft devices, and access control and video management systems, for commercial, industrial, retail, residential, small business, institutional and governmental customers worldwide. Global Products also includes the Johnson Controls-Hitachi joint venture.
|
|
Net Sales
|
||||||
|
Three Months Ended
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Building Solutions North America
|
$
|
2,167
|
|
|
$
|
2,116
|
|
Building Solutions EMEA/LA
|
928
|
|
|
907
|
|
||
Building Solutions Asia Pacific
|
629
|
|
|
613
|
|
||
Global Products
|
1,852
|
|
|
1,828
|
|
||
Total net sales
|
$
|
5,576
|
|
|
$
|
5,464
|
|
|
Segment EBITA
|
||||||
|
Three Months Ended
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Building Solutions North America
|
$
|
258
|
|
|
$
|
250
|
|
Building Solutions EMEA/LA
|
90
|
|
|
77
|
|
||
Building Solutions Asia Pacific
|
72
|
|
|
66
|
|
||
Global Products
|
203
|
|
|
190
|
|
||
Total segment EBITA
|
$
|
623
|
|
|
$
|
583
|
|
|
|
|
|
||||
Corporate expenses
|
$
|
(118
|
)
|
|
$
|
(136
|
)
|
Amortization of intangible assets
|
(96
|
)
|
|
(97
|
)
|
||
Restructuring and impairment costs
|
(111
|
)
|
|
—
|
|
||
Net mark-to-market adjustments
|
10
|
|
|
(21
|
)
|
||
Net financing charges
|
(52
|
)
|
|
(85
|
)
|
||
Income from continuing operations
before income taxes
|
$
|
256
|
|
|
$
|
244
|
|
20.
|
Guarantees
|
|
Three Months Ended
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Balance at beginning of period
|
$
|
285
|
|
|
$
|
315
|
|
Accruals for warranties issued during the period
|
23
|
|
|
29
|
|
||
Accruals from acquisition and divestitures
|
1
|
|
|
—
|
|
||
Accruals related to pre-existing warranties
|
(2
|
)
|
|
(5
|
)
|
||
Settlements made (in cash or in kind) during the period
|
(21
|
)
|
|
(30
|
)
|
||
Currency translation
|
1
|
|
|
1
|
|
||
Balance at end of period
|
$
|
287
|
|
|
$
|
310
|
|
21.
|
Commitments and Contingencies
|
•
|
Aguon et al. v. The 3M Company et al., filed October 3, 2019, in the United States District Court, District of Guam.
|
•
|
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.
|
•
|
Town of Maysville v. The 3M Company et al., direct-filed on December 10, 2019 in the MDL pending in the United States District Court, District of South Carolina.
|
•
|
Town of Grantsville v. The 3M Company et al., filed November 26, 2019, in the United States District Court, District of Maryland.
|
•
|
Town of Mountain Lake Park v. The 3M Company et al., filed November 26, 2019, in the United States District Court, District of Maryland.
|
•
|
Sanford Airport Authority v. The 3M Company et al., filed November 19, 2019, in circuit court in Seminole County, Florida, and removed to the United States District Court, Middle District of Florida. It has been tagged for transfer to the MDL pending in the United States District Court, District of South Carolina.
|
•
|
South Adams County Water & Sanitation District v. The 3M Company et al., filed December 20, 2019, in the MDL pending in the United States District Court, District of South Carolina.
|
•
|
Town of Southampton v. The 3M Company et al., filed December 17, 2019, in the MDL pending in the United States District Court, District of South Carolina.
|
22.
|
Related Party Transactions
|
|
|
December 31, 2019
|
|
September 30, 2019
|
|
|||
|
|
|
|
|
||||
Receivable from related parties
|
|
$
|
29
|
|
|
$
|
34
|
|
Payable to related parties
|
|
6
|
|
|
6
|
|
|
Three Months Ended
December 31,
|
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
|||||
|
|
|
|
|
|
|||||
Net sales
|
$
|
5,576
|
|
|
$
|
5,464
|
|
|
2
|
%
|
|
Three Months Ended
December 31, |
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
|||||
|
|
|
|
|
|
|||||
Cost of sales
|
$
|
3,773
|
|
|
$
|
3,739
|
|
|
1
|
%
|
Gross profit
|
1,803
|
|
|
1,725
|
|
|
5
|
%
|
||
% of sales
|
32.3
|
%
|
|
31.6
|
%
|
|
|
|
Three Months Ended
December 31, |
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
|||||
|
|
|
|
|
|
|||||
Selling, general and administrative
expenses
|
$
|
1,427
|
|
|
$
|
1,438
|
|
|
-1
|
%
|
% of sales
|
25.6
|
%
|
|
26.3
|
%
|
|
|
|
Three Months Ended
December 31, |
|
|
||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
||||
|
|
|
|
|
|
||||
Restructuring and impairment costs
|
$
|
111
|
|
|
$
|
—
|
|
|
*
|
|
Three Months Ended
December 31, |
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
|||||
|
|
|
|
|
|
|||||
Net financing charges
|
$
|
52
|
|
|
$
|
85
|
|
|
-39
|
%
|
|
Three Months Ended
December 31, |
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
|||||
|
|
|
|
|
|
|||||
Equity income
|
$
|
43
|
|
|
$
|
42
|
|
|
2
|
%
|
|
Three Months Ended
December 31, |
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
|||||
|
|
|
|
|
|
|||||
Income tax provision
|
$
|
65
|
|
|
$
|
108
|
|
|
-40
|
%
|
Effective tax rate
|
25
|
%
|
|
44
|
%
|
|
|
|
Three Months Ended
December 31, |
|
|
||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
||||
|
|
|
|
|
|
||||
Income from discontinued operations, net of tax
|
$
|
—
|
|
|
$
|
263
|
|
|
*
|
|
Three Months Ended
December 31, |
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
|||||
|
|
|
|
|
|
|||||
Income from continuing operations attributable to noncontrolling interests
|
$
|
32
|
|
|
$
|
29
|
|
|
10
|
%
|
Income from discontinued operations attributable to
noncontrolling interests
|
—
|
|
|
15
|
|
|
*
|
|
|
Three Months Ended
December 31, |
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
|||||
|
|
|
|
|
|
|||||
Net income attributable to Johnson Controls
|
$
|
159
|
|
|
$
|
355
|
|
|
-55
|
%
|
|
Three Months Ended
December 31, |
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
|||||
|
|
|
|
|
|
|||||
Comprehensive income attributable to Johnson Controls
|
$
|
414
|
|
|
$
|
229
|
|
|
81
|
%
|
|
Three Months Ended
December 31, |
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
|||||
|
|
|
|
|
|
|
|
|
||
Building Solutions North America
|
$
|
2,167
|
|
|
$
|
2,116
|
|
|
2
|
%
|
Building Solutions EMEA/LA
|
928
|
|
|
907
|
|
|
2
|
%
|
||
Building Solutions Asia Pacific
|
629
|
|
|
613
|
|
|
3
|
%
|
||
Global Products
|
1,852
|
|
|
1,828
|
|
|
1
|
%
|
||
|
$
|
5,576
|
|
|
$
|
5,464
|
|
|
2
|
%
|
•
|
The increase in Building Solutions North America was primarily attributable to higher installation / service sales ($51 million).
|
•
|
The increase in Building Solutions EMEA/LA was primarily attributable to higher installation sales ($45 million) and incremental sales related to business acquisitions ($5 million), partially offset by the unfavorable impact of foreign currency translation ($25 million) and lower volumes due to business divestitures ($4 million).
|
•
|
The increase in Building Solutions Asia Pacific was primarily attributable to higher installation sales ($19 million) and incremental sales related to business acquisitions ($2 million), partially offset by the unfavorable impact of foreign currency translation ($5 million).
|
•
|
The increase in Global Products was primarily attributable to higher building management and specialty products sales ($23 million), the favorable impact of foreign currency translation ($3 million) and incremental sales related to business acquisitions ($1 million), partially offset by lower volumes due to business divestitures ($3 million).
|
|
Three Months Ended
December 31, |
|
|
|||||||
(in millions)
|
2019
|
|
2018
|
|
Change
|
|||||
|
|
|
|
|
|
|||||
Building Solutions North America
|
$
|
258
|
|
|
$
|
250
|
|
|
3
|
%
|
Building Solutions EMEA/LA
|
90
|
|
|
77
|
|
|
17
|
%
|
||
Building Solutions Asia Pacific
|
72
|
|
|
66
|
|
|
9
|
%
|
||
Global Products
|
203
|
|
|
190
|
|
|
7
|
%
|
||
|
$
|
623
|
|
|
$
|
583
|
|
|
7
|
%
|
•
|
The increase in Building Solutions North America was due to favorable volumes ($12 million) and prior year integration costs ($3 million), partially offset by unfavorable mix, net of productivity savings ($6 million) and current year integration costs ($1 million).
|
•
|
The increase in Building Solutions EMEA/LA was due to favorable volumes ($9 million), lower SG&A and operating expenses ($7 million), and higher income due to business acquisitions ($1 million), partially offset by the unfavorable impact of foreign currency translation ($3 million) and lower income due to business divestitures ($1 million).
|
•
|
The increase in Building Solutions Asia Pacific was due to favorable volumes and productivity savings ($5 million) and higher income due to business acquisitions ($1 million).
|
•
|
The increase in Global Products was due to productivity savings and net favorable price / cost ($10 million), prior year integration costs ($4 million) and higher equity income ($2 million), partially offset by current year integration costs ($1 million), the unfavorable impact of foreign currency translation ($1 million) and lower income due to business acquisitions ($1 million).
|
•
|
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.
|
|
December 31,
|
|
September 30,
|
|
|
|||||
(in millions)
|
2019
|
|
2019
|
|
Change
|
|||||
|
|
|
|
|
|
|||||
Current assets
|
$
|
11,320
|
|
|
$
|
12,393
|
|
|
|
|
Current liabilities
|
(9,692
|
)
|
|
(9,070
|
)
|
|
|
|||
|
1,628
|
|
|
3,323
|
|
|
-51
|
%
|
||
|
|
|
|
|
|
|||||
Less: Cash
|
(2,160
|
)
|
|
(2,805
|
)
|
|
|
|||
Add: Short-term debt
|
20
|
|
|
10
|
|
|
|
|||
Add: Current portion of long-term debt
|
1,342
|
|
|
501
|
|
|
|
|||
Less: Assets held for sale
|
(87
|
)
|
|
(98
|
)
|
|
|
|||
Add: Liabilities held for sale
|
44
|
|
|
44
|
|
|
|
|||
Working capital (as defined)
|
$
|
787
|
|
|
$
|
975
|
|
|
-19
|
%
|
|
|
|
|
|
|
|||||
Accounts receivable - net
|
$
|
5,612
|
|
|
$
|
5,770
|
|
|
-3
|
%
|
Inventories
|
1,953
|
|
|
1,814
|
|
|
8
|
%
|
||
Accounts payable
|
3,336
|
|
|
3,582
|
|
|
-7
|
%
|
•
|
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 decrease in working capital at December 31, 2019 as compared to September 30, 2019, was primarily due to lower income tax assets and the establishment of an operating lease liability on the balance sheet in the first quarter of fiscal 2020 as a result of the adoption of ASC 842, partially offset by a decrease in accounts payable due to timing of supplier payments and other current liabilities.
|
•
|
The Company’s days sales in accounts receivable at December 31, 2019 and September 30, 2019 were 72 days and 67 days, respectively. There has been no significant adverse changes in the level of overdue receivables or significant changes in revenue recognition methods.
|
•
|
The Company’s inventory turns for the three months ended December 31, 2019 were lower than the comparable period ended September 30, 2019, primarily due to changes in inventory production levels.
|
•
|
Days in accounts payable at December 31, 2019 were 76 days, higher than 72 days at the comparable period ended September 30, 2019.
|
|
|
Three Months Ended December 31,
|
||||||
(in millions)
|
|
2019
|
|
2018
|
||||
|
|
|
|
|
||||
Cash provided (used) by operating activities
|
|
$
|
511
|
|
|
$
|
(79
|
)
|
Cash used by investing activities
|
|
(173
|
)
|
|
(136
|
)
|
||
Cash provided (used) by financing activities
|
|
(850
|
)
|
|
256
|
|
•
|
The increase in cash provided by operating activities was primarily due to income tax refunds and favorable changes in accounts receivable and inventory, partially offset by unfavorable changes in accounts payable and accrued liabilities.
|
•
|
The increase in cash used by investing activities was primarily due to net cash payments made for acquisitions.
|
•
|
The increase in cash used by financing activities was primarily due to lower debt borrowings and higher stock repurchases.
|
|
December 31,
|
|
September 30,
|
|
|
|||||
(in millions)
|
2019
|
|
2019
|
|
Change
|
|||||
|
|
|
|
|
|
|||||
Short-term debt
|
$
|
20
|
|
|
$
|
10
|
|
|
|
|
Current portion of long-term debt
|
1,342
|
|
|
501
|
|
|
|
|||
Long-term debt
|
5,920
|
|
|
6,708
|
|
|
|
|||
Total debt
|
7,282
|
|
|
7,219
|
|
|
1
|
%
|
||
Less: cash and cash equivalents
|
2,160
|
|
|
2,805
|
|
|
|
|||
Total net debt
|
5,122
|
|
|
4,414
|
|
|
16
|
%
|
||
|
|
|
|
|
|
|||||
Shareholders’ equity attributable to Johnson Controls
ordinary shareholders
|
19,329
|
|
|
19,766
|
|
|
-2
|
%
|
||
Total capitalization
|
$
|
24,451
|
|
|
$
|
24,180
|
|
|
1
|
%
|
|
|
|
|
|
|
|||||
Total net debt as a % of total capitalization
|
20.9
|
%
|
|
18.3
|
%
|
|
|
•
|
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.
|
•
|
The Company believes its capital resources and liquidity position at December 31, 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 the remainder of 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 $2.5 billion and $0.5 billion revolving credit facilities. The facilities mature in December 2024 and December 2020, respectively. There were no draws on the revolving credit facilities as of December 31, 2019 and September 30, 2019. In addition, the Company held cash and cash equivalents of $2.2 billion as of December 31, 2019. As such, the Company believes it has sufficient financial resources to fund operations and meet its obligations for the foreseeable future.
|
•
|
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
|
•
|
The key financial assumptions used in calculating the Company’s pension liability are determined annually, or whenever plan assets and liabilities are re-measured as required under accounting principles generally accepted in the U.S., including the expected rate of return on its plan assets. In fiscal 2020, the Company believes the long-term rate of return will approximate 6.90%, 5.20% and 5.70% for U.S. pension, non-U.S. pension and postretirement plans, respectively. During the first three months of fiscal 2020, the Company made approximately $12 million in total pension and postretirement contributions for continuing operations. In total, the Company expects to contribute approximately $50 million in cash to its defined benefit pension plans in fiscal 2020 for continuing operations. The Company expects to contribute $4 million in cash to its postretirement plans in fiscal 2020 for continuing operations.
|
•
|
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. 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 2020 and recorded $111 million of restructuring and impairment costs 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 2020 restructuring plan will reduce annual operating costs for continuing operations by approximately $80 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 2021. For fiscal 2020, the savings, net of execution costs, are expected to be approximately 60% of the expected annual operating cost reduction. The restructuring action is expected to be substantially complete in 2020. The restructuring plan reserve balance of $49 million at December 31, 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 2018 and recorded $255 million of restructuring and impairment costs 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. The restructuring action is expected to be substantially complete in 2020. The restructuring plan reserve balance of $95 million at December 31, 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 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 for continuing operations by approximately $260 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 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 $46 million at December 31, 2019 is expected to be paid in cash.
|
•
|
Refer to Note 12, "Debt and Financing Arrangements," of the notes to consolidated financial statements for additional information on items impacting capitalization.
|
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
|
|
||||||
10/1/19 - 10/31/19
|
|
|
|
|
|
|
|
|
||||||
Purchases by Company
|
6,670,000
|
|
|
$
|
42.54
|
|
|
6,670,000
|
|
|
$
|
4,282,356,074
|
|
|
11/1/19 - 11/30/19
|
|
|
|
|
|
|
|
|
||||||
Purchases by Company
|
4,573,800
|
|
|
42.99
|
|
|
4,573,800
|
|
|
4,085,719,498
|
|
|
||
12/1/19 - 12/31/19
|
|
|
|
|
|
|
|
|
||||||
Purchases by Company
|
4,108,700
|
|
|
41.61
|
|
|
4,108,700
|
|
|
3,914,756,918
|
|
|
Exhibit No.
|
Description
|
|
|
10.1
|
|
|
|
10.2
|
|
|
|
10.3
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
101
|
The following materials from Johnson Controls International plc's Quarterly Report on Form 10-Q for the quarter ended December 31, 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 Flows, (v) the Consolidated Statements of Shareholders' Equity Attributable to Johnson Controls Ordinary Shareholders and (vi) Notes to Consolidated Financial Statements.
|
|
|
104
|
Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)
|
*
|
Management contract or compensatory plan.
|
|
|
JOHNSON CONTROLS INTERNATIONAL PLC
|
|
|
|
||
Date: January 31, 2020
|
|
By:
|
/s/ Brian J. Stief
|
|
|
|
Brian J. Stief
|
|
|
Vice Chairman and
Chief Financial Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q 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 quarterly report on Form 10-Q 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 Quarterly Report on Form 10-Q for the quarter ended December 31, 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
|