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Johnson Controls International plc - Quarter Report: 2019 June (Form 10-Q)



 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
 
 
Form 10-Q
 
 
 
 
 
  
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2019
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number: 001-13836 
 
 
 
 
 
 
JOHNSON CONTROLS INTERNATIONAL PLC
(Exact name of registrant as specified in its charter) 
 
 
 
 
 
 
Ireland
98-0390500
(Jurisdiction of Incorporation)
(I.R.S. Employer Identification No.)
 
 
 
One Albert Quay,
Cork,
Ireland
(Address of principal executive offices)
(353)
21-423-5000
Not Applicable
(Registrant’s telephone number)
(Former name, former address and former fiscal year, if changed since last report) 
Securities Registered Pursuant to Section 12(b) of the Exchange Act:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Ordinary Shares, Par Value $0.01
JCI
New York Stock Exchange
 
 
 
 
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  þ    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
þ
 
 
Accelerated filer
¨
Non-accelerated filer
¨
 
 
Smaller reporting company
☐
 
 
 
 
Emerging growth company
☐
 
 
 
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
 
Ordinary Shares Outstanding at June 30, 2019
Ordinary Shares, $0.01 par value per share
 
795,706,564
 
 
 
 
 

1

JOHNSON CONTROLS INTERNATIONAL PLC
FORM 10-Q
Report Index

  
Page
Part I. Financial Information
 
 
 
Item 1. Financial Statements (unaudited)
 
 
 
Consolidated Statements of Financial Position at June 30, 2019 and September 30, 2018
 
 
Consolidated Statements of Income for the Three and Nine Month Periods Ended June 30, 2019 and 2018
 
 
Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Month Periods Ended June 30, 2019 and 2018
 
 
Consolidated Statements of Cash Flows for the Nine Month Periods Ended June 30, 2019 and 2018
 
 
Consolidated Statements of Shareholders' Equity Attributable to
Johnson Controls Ordinary Shareholders for the Three and Nine Month Periods Ended June 30, 2019 and 2018
 
 
Notes to Consolidated Financial Statements
 
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk
 
 
Item 4. Controls and Procedures
 
 
Part II. Other Information
 
 
 
Item 1. Legal Proceedings
 
 
Item 1A. Risk Factors
 
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
 
Item 6. Exhibits
 
 
Signatures

2


PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
Johnson Controls International plc
Consolidated Statements of Financial Position
(in millions, except par value; unaudited)
 
 
 
 
 
June 30, 2019
 
September 30, 2018
Assets
 
 
 
 
 
 
 
Cash and cash equivalents
$
3,685

 
$
185

Accounts receivable - net
6,033

 
5,622

Inventories
2,050

 
1,819

Assets held for sale
95

 
3,015

Other current assets
1,179

 
1,182

Current assets
13,042

 
11,823

 
 
 
 
Property, plant and equipment - net
3,282

 
3,300

Goodwill
18,312

 
18,381

Other intangible assets - net
5,739

 
6,187

Investments in partially-owned affiliates
848

 
848

Noncurrent assets held for sale
59

 
5,188

Other noncurrent assets
1,787

 
3,070

Total assets
$
43,069

 
$
48,797

 
 
 
 
Liabilities and Equity
 
 
 
 
 
 
 
Short-term debt
$
20

 
$
1,306

Current portion of long-term debt
501

 
1

Accounts payable
3,671

 
3,407

Accrued compensation and benefits
781

 
1,021

Deferred revenue
1,389

 
1,326

Liabilities held for sale
46

 
1,791

Other current liabilities
2,834

 
2,398

Current liabilities
9,242

 
11,250

 
 
 
 
Long-term debt
6,804

 
9,623

Pension and postretirement benefits
493

 
616

Noncurrent liabilities held for sale
—

 
207

Other noncurrent liabilities
5,121

 
4,643

Long-term liabilities
12,418

 
15,089

 
 
 
 
Commitments and contingencies (Note 20)


 


 
 
 
 
Ordinary shares, $0.01 par value
9

 
10

Ordinary A shares, €1.00 par value
—

 
—

Preferred shares, $0.01 par value
—

 
—

Ordinary shares held in treasury, at cost
(2,168
)
 
(1,053
)
Capital in excess of par value
16,720

 
16,549

Retained earnings
6,366

 
6,604

Accumulated other comprehensive loss
(564
)
 
(946
)
Shareholders’ equity attributable to Johnson Controls
20,363

 
21,164

Noncontrolling interests
1,046

 
1,294

Total equity
21,409

 
22,458

Total liabilities and equity
$
43,069

 
$
48,797


The accompanying notes are an integral part of the consolidated financial statements.

3


Johnson Controls International plc
Consolidated Statements of Income
(in millions, except per share data; unaudited)
 
 
 
 
 
 
 
 
 
Three Months Ended
June 30,
 
Nine Months Ended
June 30,
 
2019
 
2018
 
2019
 
2018
Net sales
 
 
 
 
 
 
 
Products and systems
$
4,896

 
$
4,727

 
$
13,058

 
$
12,694

Services
1,555

 
1,555

 
4,636

 
4,523

 
6,451

 
6,282

 
17,694

 
17,217

Cost of sales
 
 
 
 
 
 
 
Products and systems
3,380

 
3,324

 
9,233

 
9,082

Services
927

 
870

 
2,748

 
2,525

 
4,307

 
4,194

 
11,981

 
11,607

 
 
 
 
 
 
 
 
Gross profit
2,144

 
2,088

 
5,713

 
5,610

 
 
 
 
 
 
 
 
Selling, general and administrative expenses
(1,388
)
 
(1,441
)
 
(4,284
)
 
(4,250
)
Restructuring and impairment costs
(235
)
 
—

 
(235
)
 
(154
)
Net financing charges
(119
)
 
(95
)
 
(302
)
 
(304
)
Equity income
62

 
55

 
137

 
129

 
 
 
 
 
 
 
 
Income from continuing operations before income taxes
464

 
607

 
1,029

 
1,031

 
 
 
 
 
 
 
 
Income tax provision
239

 
61

 
394

 
314

 
 
 
 
 
 
 
 
Income from continuing operations
225

 
546

 
635

 
717

 
 
 
 
 
 
 
 
Income from discontinued operations, net of tax (Note 4)
4,051

 
258

 
4,598

 
841

 
 
 
 
 
 
 
 
Net income
4,276

 
804

 
5,233

 
1,558

 
 
 
 
 
 
 
 
Income from continuing operations attributable to noncontrolling
   interests
84

 
72

 
147

 
134

 
 
 
 
 
 
 
 
Income from discontinued operations attributable to noncontrolling
   interests
—

 
9

 
24

 
33

 
 
 
 
 
 
 
 
Net income attributable to Johnson Controls
$
4,192

 
$
723

 
$
5,062

 
$
1,391

 
 
 
 
 
 
 
 
Amounts attributable to Johnson Controls ordinary shareholders:
 
 
 
 
 
 
 
Income from continuing operations
$
141

 
$
474

 
$
488

 
$
583

        Income from discontinued operations
4,051

 
249

 
4,574

 
808

Net income
$
4,192

 
$
723

 
$
5,062

 
$
1,391

 
 
 
 
 
 
 
 
Basic earnings per share attributable to Johnson Controls
 
 
 
 
 
 
 
Continuing operations
$
0.16

 
$
0.51

 
$
0.54

 
$
0.63

Discontinued operations
4.65

 
0.27

 
5.09

 
0.87

Net income
$
4.81

 
$
0.78

 
$
5.63

 
$
1.50

 
 
 
 
 
 
 
 
Diluted earnings per share attributable to Johnson Controls
 
 
 
 
 
 
 
Continuing operations
$
0.16

 
$
0.51

 
$
0.54

 
$
0.63

Discontinued operations
4.63

 
0.27

 
5.07

 
0.87

Net income *
$
4.79

 
$
0.78

 
$
5.61

 
$
1.49

*
Certain items do not sum due to rounding.

The accompanying notes are an integral part of the consolidated financial statements.

4


Johnson Controls International plc
Consolidated Statements of Comprehensive Income (Loss)
(in millions; unaudited)
 
 
 
 
 
 
 
 
 
Three Months Ended
June 30,
 
Nine Months Ended
June 30,
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
Net income
$
4,276

 
$
804

 
$
5,233

 
$
1,558

 
 
 
 
 
 
 
 
Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
Foreign currency translation adjustments
(94
)
 
(614
)
 
(95
)
 
(331
)
Realized and unrealized gains (losses) on derivatives
(9
)
 
1

 
10

 
(10
)
Realized and unrealized losses on marketable securities
—

 
—

 
—

 
(2
)
 
 
 
 
 
 
 
 
Other comprehensive loss
(103
)
 
(613
)
 
(85
)
 
(343
)
 
 
 
 
 
 
 
 
Total comprehensive income
4,173

 
191

 
5,148

 
1,215

 
 
 
 
 
 
 
 
Comprehensive income attributable to noncontrolling interests
76

 
22

 
179

 
159

 
 
 
 
 
 
 
 
Comprehensive income attributable to Johnson Controls
$
4,097

 
$
169

 
$
4,969

 
$
1,056


The accompanying notes are an integral part of the consolidated financial statements.

5


Johnson Controls International plc
Consolidated Statements of Cash Flows
(in millions; unaudited)
 
Nine Months Ended June 30,
 
2019
 
2018
Operating Activities of Continuing Operations
 
 
 
Net income from continuing operations attributable to Johnson Controls
$
488

 
$
583

Income from continuing operations attributable to noncontrolling interests
147

 
134

Net income from continuing operations
635

 
717

Adjustments to reconcile net income from continuing operations to cash provided by operating activities:
 
 
 
Depreciation and amortization
625

 
649

Pension and postretirement benefit income
(85
)
 
(108
)
Pension and postretirement contributions
(51
)
 
(53
)
Equity in earnings of partially-owned affiliates, net of dividends received
6

 
(84
)
Deferred income taxes
382

 
(78
)
Non-cash restructuring and impairment charges
235

 
28

Gain on Scott Safety business divestiture
—

 
(114
)
Equity-based compensation
66

 
77

Other - net
42

 
(6
)
Changes in assets and liabilities, excluding acquisitions and divestitures:
 
 
 
Accounts receivable
(494
)
 
(454
)
Inventories
(289
)
 
(211
)
Other assets
(62
)
 
(245
)
Restructuring reserves
(84
)
 
(55
)
Accounts payable and accrued liabilities
(36
)
 
268

Accrued income taxes
(179
)
 
366

Cash provided by operating activities from continuing operations
711

 
697

 
 
 
 
Investing Activities of Continuing Operations
 
 
 
Capital expenditures
(401
)
 
(481
)
Sale of property, plant and equipment
15

 
23

Acquisition of businesses, net of cash acquired
(16
)
 
(24
)
Business divestitures, net of cash divested
12

 
2,101

Proceeds (payments) for equity swap
14

 
(15
)
Changes in long-term investments
13

 
(3
)
Cash provided (used) by investing activities from continuing operations
(363
)
 
1,601

 
 
 
 
Financing Activities of Continuing Operations
 
 
 
Increase (decrease) in short-term debt - net
(1,286
)
 
347

Increase in long-term debt
—

 
886

Repayment of long-term debt
(2,333
)
 
(2,743
)
Debt financing costs
—

 
(4
)
Stock repurchases and retirements
(5,122
)
 
(255
)
Payment of cash dividends
(712
)
 
(714
)
Proceeds from the exercise of stock options
111

 
39

Employee equity-based compensation withholding taxes
(26
)
 
(38
)
Dividends paid to noncontrolling interests
(132
)
 
(43
)
Cash used by financing activities from continuing operations
(9,500
)
 
(2,525
)
 
 
 
 
Discontinued Operations
 
 
 
Cash provided by operating activities
117

 
567

Cash provided (used) by investing activities
12,580

 
(312
)
Cash used by financing activities
(35
)
 
(3
)
Cash provided by discontinued operations
12,662

 
252

Effect of exchange rate changes on cash, cash equivalents and restricted cash
(24
)
 
(84
)
Change in cash held for sale
15

 
13

Increase (decrease) in cash, cash equivalents and restricted cash
3,501

 
(46
)
Cash, cash equivalents and restricted cash at beginning of period
200

 
332

Cash, cash equivalents and restricted cash at end of period
3,701

 
286

Less: Restricted cash
16

 
19

Cash and cash equivalents at end of period
$
3,685

 
$
267


The accompanying notes are an integral part of the consolidated financial statements.

6



Johnson Controls International plc
Consolidated Statements of Shareholders' Equity Attributable to Johnson Controls Ordinary Shareholders
(in millions, except per share data; unaudited)
 
Nine Months Ended June 30, 2019
 
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)
4,969

 
—

 
—

 
5,062

 
—

 
(93
)
Cash dividends
Ordinary ($0.78 per share)
(683
)
 
—

 
—

 
(683
)
 
—

 
—

Repurchases and retirements of ordinary shares
(5,122
)
 
(1
)
 
—

 
(4,034
)
 
(1,087
)
 
—

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
143

 
—

 
171

 
—

 
(28
)
 
—

At June 30, 2019
$
20,363

 
$
9

 
$
16,720

 
$
6,366

 
$
(2,168
)
 
$
(564
)
 
Three Months Ended June 30, 2019
 
Total
 
Ordinary
Shares
 
Capital in Excess 
of Par Value
 
Retained
Earnings
 
Treasury Stock,
at Cost
 
Accumulated Other
Comprehensive Loss
At March 31, 2019
$
20,036

 
$
10

 
$
16,640

 
$
6,416

 
$
(2,078
)
 
$
(952
)
Comprehensive income (loss)
4,097

 
—

 
—

 
4,192

 
—

 
(95
)
Cash dividends
Ordinary ($0.26 per share)
(208
)
 
—

 
—

 
(208
)
 
—

 
—

Repurchases and retirements of ordinary shares
(4,122
)
 
(1
)
 
—

 
(4,034
)
 
(87
)
 
—

Divestiture of Power Solutions
483

 
—

 
—

 
—

 
—

 
483

Other, including options exercised
77

 
—

 
80

 
—

 
(3
)
 
—

At June 30, 2019
$
20,363

 
$
9

 
$
16,720

 
$
6,366

 
$
(2,168
)
 
$
(564
)
 
Nine Months Ended June 30, 2018
 
Total
 
Ordinary
Shares
 
Capital in Excess 
of Par Value
 
Retained
Earnings
 
Treasury Stock,
at Cost
 
Accumulated Other
Comprehensive Loss
At September 30, 2017
$
20,447

 
$
9

 
$
16,390

 
$
5,231

 
$
(710
)
 
$
(473
)
Comprehensive income (loss)
1,056

 
—

 
—

 
1,391

 
—

 
(335
)
Cash dividends
Ordinary ($0.78 per share)
(722
)
 
—

 
—

 
(722
)
 
—

 
—

Repurchases of ordinary shares
(255
)
 
—

 
—

 
—

 
(255
)
 
—

Adoption of ASU 2016-09
179

 
—

 
—

 
179

 
—

 
—

Other, including options exercised
68

 
—

 
111

 
(4
)
 
(39
)
 
—

At June 30, 2018
$
20,773

 
$
9

 
$
16,501

 
$
6,075

 
$
(1,004
)
 
$
(808
)
 
Three Months Ended June 30, 2018
 
Total
 
Ordinary
Shares
 
Capital in Excess 
of Par Value
 
Retained
Earnings
 
Treasury Stock,
at Cost
 
Accumulated Other
Comprehensive Loss
At March 31, 2018
$
20,874

 
$
9

 
$
16,471

 
$
5,594

 
$
(946
)
 
$
(254
)
Comprehensive income (loss)
169

 
—

 
—

 
723

 
—

 
(554
)
Cash dividends
Ordinary ($0.26 per share)
(240
)
 
—

 
—

 
(240
)
 
—

 
—

Repurchases of ordinary shares
(56
)
 
—

 
—

 
—

 
(56
)
 
—

Other, including options exercised
26

 
—

 
30

 
(2
)
 
(2
)
 
—

At June 30, 2018
$
20,773

 
$
9

 
$
16,501

 
$
6,075

 
$
(1,004
)
 
$
(808
)

The accompanying notes are an integral part of the consolidated financial statements.

7

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)


1.
Financial Statements

The consolidated financial statements include the consolidated accounts of Johnson Controls International plc, a corporation organized under the laws of Ireland, and its subsidiaries (Johnson Controls International plc and all its subsidiaries, hereinafter collectively referred to as the "Company" or "Johnson Controls"). In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (which include normal recurring adjustments) necessary to state fairly the financial position, results of operations and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been omitted pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC"). These consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended September 30, 2018 filed with the SEC on November 20, 2018. The results of operations for the three and nine month periods ended June 30, 2019 are not necessarily indicative of results for the Company’s 2019 fiscal year because of seasonal and other factors.

Nature of Operations

Johnson Controls International plc, headquartered in Cork, Ireland, is a global diversified technology and multi industrial leader serving a wide range of customers in more than 150 countries. The Company creates intelligent buildings, efficient energy solutions and integrated infrastructure that work seamlessly together to deliver on the promise of smart cities and communities. The Company is committed to helping its customers win and creating greater value for all of its stakeholders through its strategic focus on buildings.

The Company is a global market leader in engineering, developing, manufacturing and installing building products and systems around the world, including heating, ventilating, air-conditioning ("HVAC") equipment, HVAC controls, energy-management systems, security systems, fire detection systems and fire suppression solutions. The Company further serves customers by providing technical services (in the HVAC, security and fire-protection space), energy-management consulting and data-driven solutions via its data-enabled business. Finally, the Company has a strong presence in the North American residential air conditioning and heating systems market and is a global market leader in industrial refrigeration products.

Principles of Consolidation

The consolidated financial statements include the consolidated accounts of Johnson Controls International plc and its subsidiaries that are consolidated in conformity with U.S. GAAP. All significant intercompany transactions have been eliminated. The results of companies acquired or disposed of during the year are included in the consolidated financial statements from the effective date of acquisition or up to the date of disposal. Investments in partially-owned affiliates are accounted for by the equity method when the Company’s interest exceeds 20% and the Company does not have a controlling interest.

Under certain criteria as provided for in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 810, "Consolidation," the Company may consolidate a partially-owned affiliate. To determine whether to consolidate a partially-owned affiliate, the Company first determines if the entity is a variable interest entity ("VIE"). An entity is considered to be a VIE if it has one of the following characteristics: 1) the entity is thinly capitalized; 2) residual equity holders do not control the entity; 3) equity holders are shielded from economic losses or do not participate fully in the entity’s residual economics; or 4) the entity was established with non-substantive voting rights. If the entity meets one of these characteristics, the Company then determines if it is the primary beneficiary of the VIE. The party with the power to direct activities of the VIE that most significantly impact the VIE’s economic performance and the potential to absorb benefits or losses that could be significant to the VIE is considered the primary beneficiary and consolidates the VIE. If the entity is not considered a VIE, then the Company applies the voting interest model to determine whether or not the Company shall consolidate the partially-owned affiliate.

The Company did not have a significant variable interest in any consolidated or nonconsolidated VIEs in its continuing operations for the presented reporting periods.

8

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)


Restricted Cash

At June 30, 2019, the Company held restricted cash of approximately $16 million, all of which was recorded within other current assets in the consolidated statements of financial position. These amounts were related to cash restricted for payment of asbestos liabilities. At September 30, 2018, the Company held restricted cash of approximately $15 million, of which $6 million was recorded within other current assets in the consolidated statements of financial position and $9 million was recorded within other noncurrent assets in the consolidated statements of financial position.

Retrospective Changes

During the first quarter of fiscal 2019, the Company determined that its Power Solutions business met the criteria to be classified as a discontinued operation, which required retrospective application to financial information for all periods presented. Refer to Note 4, "Discontinued Operations" of the notes to consolidated financial statements for further information regarding the Company's discontinued operations.

In November 2016, the FASB issued Accounting Standards Update ("ASU") No. 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force)." The ASU requires amounts generally described as restricted cash and restricted cash equivalents to be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU No. 2016-18 was effective retrospectively for the quarter ended December 31, 2018. The impact of this guidance did not have a significant impact on the Company's consolidated financial statements for the periods presented.

In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments." ASU No. 2016-15 provides clarification guidance on eight specific cash flow presentation issues in order to reduce the diversity in practice. ASU No. 2016-15 was effective retrospectively for the Company for the quarter ending December 31, 2018. The adoption of this guidance had an impact on the presentation of equity swap funding and settlement activities since the activity changed from an operating activity to an investing activity.

2. 
New Accounting Standards

Recently Adopted Accounting Pronouncements

On August 17, 2018, the SEC issued the final rule under SEC Release No. 33-10532, "Disclosure Update and Simplification," that amends certain of its disclosure requirements that have become redundant, duplicative, overlapping, outdated or superseded. The final rule extends to interim periods the annual disclosure requirement of presenting changes in each caption of stockholders' equity and the amount of dividends per share. These disclosures are required to be provided for the current and comparative interim periods. As a result, the Company has included the Consolidated Statements of Shareholders' Equity Attributable to Johnson Controls Ordinary Shareholders for the three and nine month periods ended June 30, 2019 and 2018 in this quarterly report on Form 10-Q.

In March 2018, the FASB issued ASU No. 2018-05, "Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118," to add various SEC paragraphs pursuant to the issuance of SEC Staff Accounting Bulletin No. 118 ("SAB 118") to ASC 740 "Income Taxes." SAB 118 was issued by the SEC in December 2017 to provide immediate guidance for accounting implications of U.S. Tax Reform under the "Tax Cuts and Jobs Act" in the period of enactment. SAB 118 provides for a provisional one year measurement period for entities to finalize their accounting for certain income tax effects related to the "Tax Cuts and Jobs Act." The Company applied this guidance to its consolidated financial statements and related disclosures beginning in the first quarter of fiscal 2018. In the first quarter of fiscal 2019, the Company completed its analysis of all enactment-date income tax effects of the U.S. tax law change. Refer to Note 9, "Income Taxes," of the notes to consolidated financial statements for further information.

In March 2017, the FASB issued ASU No. 2017-07, "Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost." The ASU requires the service cost component of net periodic benefit cost to be presented with other compensation costs. The other components of net periodic

9

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. The ASU also allows only the service cost component of net periodic benefit cost to be eligible for capitalization. ASU No. 2017-07 was effective for the quarter ended December 31, 2018. The guidance was effective retrospectively except for the capitalization of the service cost component which was applied prospectively. The adoption of this guidance did not have a significant impact on the Company's consolidated financial statements as the Company does not present a subtotal of income from operations within its consolidated statements of income.

In October 2016, the FASB issued ASU No. 2016-16, "Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other than Inventory." The ASU requires the tax effects of all intra-entity sales of assets other than inventory to be recognized in the period in which the transaction occurs. The guidance was effective for the Company for the quarter ending December 31, 2018. The changes were applied by means of a cumulative-effect adjustment which resulted in a reduction to retained earnings and other noncurrent assets of $546 million.

In January 2016, the FASB issued ASU No. 2016-01, "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities." ASU No. 2016-01 amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments, including marketable securities. Additionally in February 2018, the FASB issued ASU No. 2018-03, "Technical Corrections and Improvements to Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities," which provides additional clarification on certain topics addressed in ASU No. 2016-01. ASU No. 2016-01 and ASU No. 2018-03 were effective for the Company for the quarter ending December 31, 2018. The changes were applied by means of a cumulative-effect adjustment which resulted in an increase to retained earnings of $8 million. The new standard requires the mark-to-market of marketable securities investments previously recorded within accumulated other comprehensive income on the statement of financial position be recorded in the statement of income on a prospective basis beginning as of the adoption date. As these restricted investments do not relate to the underlying operating performance of its business, the Company’s definition of segment earnings excludes the mark-to-market adjustments beginning in the first quarter of fiscal 2019. Refer to Note 18, "Segment Information," of the notes to consolidated financial statements for further information.

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." ASU No. 2014-09 and its related amendments (collectively, the “New Revenue Standard”) clarify the principles for recognizing revenue when an entity either enters into a contract with customers to transfer goods or services or enters into a contract for the transfer of non-financial assets. The Company adopted the New Revenue Standard on October 1, 2018 using a modified retrospective approach. Under the New Revenue Standard, revenue recognition is mostly consistent with the previous guidance, with the exception of the Power Solutions business, which is now reported as a discontinued operation beginning in the first quarter of fiscal 2019. Within the Power Solutions business, certain customers return battery cores which are now included in the transaction price as noncash consideration. The New Revenue Standard did not have a material impact on the Company’s consolidated statements of financial position, consolidated statements of income or its consolidated statements of cash flows. As of October 1, 2018, the Company applied the New Revenue Standard to contracts that were not completed as of this date and recognized a cumulative-effect adjustment of a reduction to retained earnings of $45 million, which relates primarily to deferred revenue recorded for certain battery core returns that represent a material right provided to customers. The prior period comparative information has not been restated and continues to be reported under the previous guidance.

The impact of adoption of the New Revenue Standard to the Company's consolidated statement of income for the nine months ended June 30, 2019 for continuing operations was an increase to net sales of approximately $1 million, with the impact to income before taxes of less than $1 million. The impact of adoption of the New Revenue Standard to the Company's consolidated statement of income for the three and nine months ended June 30, 2019 for discontinued operations was an increase to net sales of $77 million and $667 million, respectively, with the impact to income from discontinued operations, net of tax, of approximately $1 million and $26 million, respectively.


10

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

The impact of adoption of the New Revenue Standard to the Company's consolidated statement of financial position as of June 30, 2019 is as follows (in millions):

 
June 30, 2019
 
As reported
 
Under previous accounting guidance
 
Impact from adopting the New Revenue Standard
Consolidated Statement of Financial Position
 
 
 
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
 
 
 
 
 
Accounts receivable - net
$
6,033

 
$
6,065

 
$
(32
)
Inventories
2,050

 
2,064

 
(14
)
Other current assets
1,179

 
1,204

 
(25
)
Property, plant and equipment - net
3,282

 
3,242

 
40

Other noncurrent assets
1,787

 
1,758

 
29

 
 
 
 
 
 
Liabilities and Equity
 
 
 
 
 
 
 
 
 
 
 
Deferred revenue
1,389

 
1,380

 
9

Retained earnings
6,366

 
6,377

 
(11
)
 
 
 
 
 
 


Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)." ASU No. 2016-02 requires recognition of operating leases as lease assets and liabilities on the balance sheet, and disclosure of key information about leasing arrangements. The original standard was effective retrospectively for the Company for the quarter ending December 31, 2019 with early adoption permitted; however in July 2018 the FASB issued ASU No. 2018-11, "Leases (Topic 842): Targeted Improvements," which provides an additional transition method that permits changes to be applied by means of a cumulative-effect adjustment recorded in retained earnings as of the beginning of the fiscal year of adoption. The Company has elected this transition method at the adoption date of October 1, 2019. The FASB further amended Topic 842 by issuing ASU No. 2018-01, "Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842," which provides an optional transition practical expedient for existing or expired land easements that were not previously recorded as leases, ASU No. 2018-10, "Codification Improvements to Topic 842, Leases," ASU No. 2018-20, "Leases (Topic 842): Narrow-Scope Improvements for Lessors," and ASU No. 2019-01, "Leases (Topic 842): Codification Improvements." The Company is in the process of populating its leases into new lease accounting software and designing and implementing new processes and controls for the accounting for leases under the new guidance. The Company is the lessee under various agreements for facilities and equipment that are currently accounted for as operating leases. The new guidance will require the Company to record operating leases on the balance sheet with a right-of-use asset and corresponding liability for future payment obligations. The Company is finalizing its assessment of the impact adoption of this guidance will have on its consolidated financial statements. The Company expects the new guidance will have a material impact on its consolidated statements of financial position for the addition of right-of-use assets and lease liabilities, but the Company does not expect it to have a material impact on its consolidated statements of income and its consolidated statements of cash flows.
Other recently issued accounting pronouncements are not expected to have a material impact on the Company's consolidated financial statements.

3.
Acquisitions and Divestitures

On April 30, 2019, the Company completed the sale of its Power Solutions business to BCP Acquisitions LLC for a purchase price of $13.2 billion. The net cash proceeds after tax and transaction-related expenses were $11.6 billion. In connection with the sale, the Company recorded a gain, net of transaction and other costs, of $5.2 billion ($4.0 billion after tax), subject to

11

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

post-closing working capital and net debt adjustments, within income from discontinued operations, net of tax, in the consolidated statements of income. During the first quarter of fiscal 2019, the Company determined that its Power Solutions business met the criteria to be classified as a discontinued operation and, as a result, Power Solutions' historical financial results are reflected in the Company's consolidated financial statements as a discontinued operation. Refer to Note 4, "Discontinued Operations," of the notes to consolidated financial statements for further disclosure related to the Company's discontinued operations.

During the first nine months of fiscal 2019, the Company completed certain divestitures within the Global Products and Building Solutions EMEA/LA businesses. The combined selling price was $18 million, $12 million of which was received as of June 30, 2019. In connection with the sale, the Company reduced goodwill by $1 million within the Building Solutions EMEA/LA segment. The divestitures were not material to the Company's consolidated financial statements.

During the first nine months of fiscal 2019, the Company completed certain acquisitions for a combined purchase price of $16 million, all of which was paid as of June 30, 2019. The acquisitions were not material to the Company's consolidated financial statements. In connection with the acquisitions, the Company recorded goodwill of $9 million within the Global Products segment and $1 million within the Building Solutions EMEA/LA segment.

During the first nine months of fiscal 2018, the Company completed certain acquisitions for a combined purchase price of $24 million, all of which was paid as of June 30, 2018. The acquisitions were not material to the Company’s consolidated financial statements. In connection with the acquisitions, the Company recorded goodwill of $12 million within the Global Products segment.

In the second quarter of fiscal 2018, the Company completed the sale of a certain Global Products business. The selling price was $103 million, all of which was received in the three months ended March 31, 2018. In connection with the sale, the Company reduced goodwill by $20 million. The divestiture was not material to the Company's consolidated financial statements.

In the first quarter of fiscal 2018, the Company completed the sale of its Scott Safety business to 3M Company. The selling price, net of cash divested, was $2.0 billion, all of which was received as of December 31, 2017. In connection with the sale, the Company recorded a pre-tax gain of $114 million within selling, general and administrative expenses in the consolidated statements of income and reduced goodwill in the consolidated statements of financial position by $1.2 billion. The gain, net of tax, recorded was $84 million. Net cash proceeds from the transaction of approximately $1.9 billion were used to repay a significant portion of the Tyco International Holding S.a.r.L.'s ("TSarl") $4.0 billion of merger-related debt.

4.
Discontinued Operations

On November 13, 2018, the Company entered into a Stock and Asset Purchase Agreement (“Purchase Agreement”) with BCP Acquisitions LLC (“Purchaser”). The Purchaser is a newly-formed entity controlled by investment funds managed by Brookfield Capital Partners LLC. Pursuant to the Purchase Agreement, on the terms and subject to the conditions therein, the Company agreed to sell, and Purchaser agreed to acquire, the Company’s Power Solutions business for a purchase price of $13.2 billion. The transaction closed on April 30, 2019 with net cash proceeds of $11.6 billion after tax and transaction-related expenses.

During the first quarter of fiscal 2019, the Company determined that its Power Solutions business met the criteria to be classified as a discontinued operation and, as a result, Power Solutions' historical financial results are reflected in the Company's consolidated financial statements as a discontinued operation, and assets and liabilities were retrospectively reclassified as assets and liabilities held for sale. The Company did not allocate any general corporate overhead to discontinued operations.


12

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

The following table summarizes the results of Power Solutions reclassified as discontinued operations for the three and nine month periods ended June 30, 2019 and 2018 (in millions). As the Power Solutions sale occurred on April 30, 2019, there is only one month of Power Solutions results included in the three month period ended June 30, 2019, and only seven months included in the nine month period ended June 30, 2019.
 
Three Months Ended
June 30,
 
Nine Months Ended
June 30,
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
Net sales
$
562

 
$
1,838

 
$
5,001

 
$
5,813

 
 
 
 
 
 
 
 
Income from discontinued operations before income taxes
5,315

 
303

 
6,039

 
978

Provision for income taxes on discontinued operations
(1,264
)
 
(45
)
 
(1,441
)
 
(137
)
Income from discontinued operations attributable to noncontrolling interests, net of tax
—

 
(9
)
 
(24
)
 
(33
)
Income from discontinued operations
$
4,051

 
$
249

 
$
4,574

 
$
808



For the three months ended June 30, 2019, income from discontinued operations before income taxes included a gain on sale of the Power Solutions business, net of transaction and other costs, of $5.2 billion and a favorable impact of $21 million for ceasing depreciation and amortization expense as the business was held for sale. For the nine months ended June 30, 2019, income from discontinued operations before income taxes included a gain on sale of the Power Solutions business, net of transaction and other costs, of $5.2 billion and a favorable impact of $117 million for ceasing depreciation and amortization expense as the business was held for sale.

For the three and nine months ended June 30, 2019, the effective tax rate was more than the Irish statutory rate of 12.5% primarily due to the tax impacts of the divestiture of the Power Solutions business and tax rate differentials. For the three and nine months ended June 30, 2018, the effective tax rate was more than the Irish statutory rate of 12.5% primarily due to tax rate differentials.


13

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

Assets and Liabilities Held for Sale

The following table summarizes the carrying value of the Power Solutions assets and liabilities held for sale at September 30, 2018 (in millions):
 
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



During the third quarter of fiscal 2019, the Company determined that a business within its Global Products segment met the criteria to be classified as held for sale. The assets and liabilities of this business are presented as held for sale in the consolidated statements of financial position as of June 30, 2019. Assets and liabilities held for sale are required to be recorded at the lower of carrying value or fair value less any costs to sell. Accordingly, the Company recorded an impairment charge of $235 million within restructuring and impairment costs in the consolidated statements of income in the third quarter of fiscal 2019 to write down the carrying value of the assets held for sale to fair value less any costs to sell. Refer to Note 17, "Impairment of Long-Lived Assets" of the notes to consolidated financial statements for further information regarding the impairment charge. The divestiture of the business held for sale could result in a gain or loss on sale to the extent the ultimate selling price differs from the current carrying value of the net assets recorded. The business did not meet the criteria to be classified as a discontinued operation as the divestiture of the business will not have a major effect on the Company's operations and financial results.

5.
Revenue Recognition

The Company designs, manufactures and installs building products and systems around the world, including HVAC equipment, HVAC controls, energy-management systems, security systems, fire detection systems and fire suppression solutions. The Company also provides energy efficiency solutions and technical services, including inspection, scheduled maintenance, and repair and replacement of mechanical and control systems.

The Company recognizes revenue from certain long-term contracts to design, manufacture and install building products and systems as well as unscheduled repair or replacement services on an over time basis, with progress towards completion

14

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

measured using a cost-to-cost input method based on the relationship between actual costs incurred and total estimated costs at completion. The cost-to-cost input method is used as it best depicts the transfer of control to the customer that occurs as the Company incurs costs. Changes to the original estimates may be required during the life of the contract and such estimates are reviewed monthly. If contract modifications result in additional goods or services that are distinct from those transferred before the modification, they are accounted for prospectively as if the Company entered into a new contract. If the goods or services in the modification are not distinct from those in the original contract, sales and gross profit are adjusted using the cumulative catch-up method for revisions in estimated total contract costs and contract values. Estimated losses are recorded when identified. The Company elected the practical expedient which permits the promised amount of consideration to not be adjusted for the effects of a significant financing component as at contract inception the Company expects to receive the payment within the twelve months of transfer of goods or services.

The Company enters into extended warranties and long-term service and maintenance agreements with certain customers. For these arrangements, revenue is recognized over time on a straight-line basis over the respective contract term.

The Company also sells certain HVAC and refrigeration products and services in bundled arrangements with multiple performance obligations, such as equipment, commissioning, service labor and extended warranties. Approximately four to twelve months separate the timing of the first deliverable until the last piece of equipment is delivered, and there may be extended warranty arrangements with duration of one to five years commencing upon the end of the standard warranty period. In addition, the Company sells security monitoring systems that may have multiple performance obligations, including equipment, installation, monitoring services and maintenance agreements. Revenues associated with sale of equipment and related installations are recognized over time on a cost-to-cost input method, while the revenue for monitoring and maintenance services are recognized over time as services are rendered. The transaction price is allocated to each performance obligation based on the relative selling price method. In order to estimate relative selling price, market data and transfer price studies are utilized. If the standalone selling price is not directly observable, the Company estimates the standalone selling price using an adjusted market assessment approach or expected cost plus margin approach. Revenue recognized for security monitoring equipment and installation is limited to the lesser of their allocated amounts under the estimated selling price hierarchy or the non-contingent up-front consideration received at the time of installation, since collection of future amounts under the arrangement with the customer is contingent upon the delivery of monitoring and maintenance services. For transactions in which the Company retains ownership of the subscriber system asset, fees for monitoring and maintenance services are recognized over time on a straight-line basis over the contract term. Non-refundable fees received in connection with the initiation of a monitoring contract, along with associated direct and incremental selling costs, are deferred and amortized over the estimated life of the contract.

In all other cases, the Company recognizes revenue at the point in time when control over the goods or services transfers to the customer.

The Company considers the contractual consideration payable by the customer and assess variable consideration that may affect the total transaction price, including discounts, rebates, refunds, credits or other similar sources of variable consideration, when determining the transaction price of each contract. The Company includes variable consideration in the estimated transaction price when it is probable that significant reversal of revenue recognized would not occur when the uncertainty associated with variable consideration is subsequently resolved. These estimates are based on the amount of consideration that the Company expects to be entitled to.

Shipping and handling costs billed to customers are included in sales and the related costs are included in cost of sales when control transfers to the customer. The Company has elected to present amounts collected from customers for sales and other taxes net of the related amounts remitted.


15

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

Disaggregated Revenue

The following table presents the Company's revenues disaggregated by segment and by product versus services revenue for the three and nine months ended June 30, 2019 (in millions):

 
 
Three Months Ended
June 30, 2019
 
Nine Months Ended
June 30, 2019
 
 
Products & Systems
 
Services
 
Total
 
Products & Systems
 
Services
 
Total
Building Solutions North America
 
$
1,494

 
$
833

 
$
2,327

 
$
4,202

 
$
2,428

 
$
6,630

Building Solutions EMEA/LA
 
464

 
458

 
922

 
1,297

 
1,410

 
2,707

Building Solutions Asia Pacific
 
427

 
264

 
691

 
1,134

 
798

 
1,932

Global Products
 
2,511

 
—

 
2,511

 
6,425

 
—

 
6,425

 
 
 
 
 
 
 
 
 
 
 
 
 
Total
 
$
4,896

 
$
1,555


$
6,451

 
$
13,058

 
$
4,636

 
$
17,694



The following table presents further disaggregation of Global Products segment revenues by product type for the three and nine months ended June 30, 2019 (in millions):

 
 
Three Months Ended
June 30,
 
Nine Months Ended
June 30,
 
 
2019
 
2019
Building Management
 
$
342

 
$
943

HVAC & Refrigeration Equipment
 
1,869

 
4,628

Specialty
 
300

 
854

Total Global Products
 
$
2,511

 
$
6,425



Contract Balances

Contract assets relate to the Company’s right to consideration for performance obligations satisfied but not billed and consist of unbilled receivable and costs in excess of billings. Contract liabilities relate to customer payments received in advance of satisfaction of performance obligations under the contract. Contract liabilities consist of deferred revenue. Contract balances are classified as assets or liabilities on a contract-by-contract basis at the end of each reporting period. 

The following table presents the location and amount of contract balances in the Company's consolidated statements of financial position (in millions):

 
 
Location of contract balances
 
June 30, 2019
 
October 1, 2018
Contract assets - current
 
Accounts receivable - net
 
$
1,428

 
$
1,261

Contract assets - noncurrent
 
Other noncurrent assets
 
85

 
85

Contract liabilities - current
 
Deferred revenue
 
(1,389
)
 
(1,335
)
Contract liabilities - noncurrent
 
Other noncurrent liabilities
 
(125
)
 
(113
)
Total
 
 
 
$
(1
)
 
$
(102
)


For the three and nine months ended June 30, 2019, the Company recognized revenue of $130 million and $1,056 million, respectively, that was included in the beginning of period contract liability balance.
  

16

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

Performance Obligations

A performance obligation is a distinct good, service, or a bundle of goods and services promised in a contract. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. When contracts with customers require significant and complex integration, contain goods or services which are highly interdependent or interrelated, or are goods or services which significantly modify or customize other promises in the contracts and, therefore, are not distinct, then the entire contract is accounted for as a single performance obligation. For any contracts with multiple performance obligations, the contract’s transaction price is allocated to each performance obligation based on the estimated relative standalone selling price of each distinct good or service in the contract. For product sales, each product sold to a customer typically represents a distinct performance obligation.

Performance obligations are satisfied as of a point in time or over time. Performance obligations are supported by contracts with customers, providing a framework for the nature of the distinct goods, services, or bundle of goods and services. The timing of satisfying the performance obligation is typically indicated by the terms of the contract. As of June 30, 2019, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $14.2 billion, of which approximately 60% is expected to be recognized as revenue over the next two years. The remaining performance obligations expected to be recognized in revenue beyond two years primarily relate to large, multi-purpose contracts to construct hospitals, schools and other governmental buildings, which include services to be performed over the building's lifetime, with initial contract terms of 25 to 35 years. Future contract modifications could affect both the timing and the amount of the remaining performance obligations. The Company has applied the practical expedient for certain revenue streams to exclude the value of remaining performance obligations for contracts with an original expected duration of one year or less.

Costs to Obtain or Fulfill a Contract

The Company recognizes the incremental costs incurred to obtain or fulfill a contract with a customer as an asset when these costs are recoverable. These costs consist primarily of sales commissions and bid/proposal costs. Costs to obtain or fulfill a contract are capitalized and amortized to revenue over the period of contract performance.

As of June 30, 2019, the Company recorded the costs to obtain or fulfill a contract of $190 million, of which $100 million is recorded within other current assets and $90 million is recorded within other noncurrent assets in the consolidated statements of financial position.

During the three and nine months ended June 30, 2019, the Company recognized amortization expense of $50 million and $119 million, respectively related to costs to obtain or fulfill a contract. There were no impairment losses recognized in the three and nine months ended June 30, 2019.

6.
Inventories

Inventories consisted of the following (in millions):
 
June 30, 2019
 
September 30, 2018
 
 
 
 
Raw materials and supplies
$
685

 
$
606

Work-in-process
215

 
155

Finished goods
1,150

 
1,058

Inventories
$
2,050

 
$
1,819




17

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

7.
Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill in each of the Company’s reportable segments for the nine month period ended June 30, 2019 were as follows (in millions):
 
 
 
Business Acquisitions
 
Business Divestitures
 
Currency Translation and Other
 
 
 
September 30,
 
 
 
 
June 30,
 
2018
 
 
 
 
2019
 
 
 
 
 
 
 
 
 
 
     Building Solutions North America
$
9,603

 
$
—

 
$
—

 
$
(5
)
 
$
9,598

     Building Solutions EMEA/LA
1,950

 
1

 
(1
)
 
(40
)
 
1,910

     Building Solutions Asia Pacific
1,235

 
—

 
—

 
(9
)
 
1,226

     Global Products
5,593

 
9

 
(22
)
 
(2
)
 
5,578

Total
$
18,381

 
$
10

 
$
(23
)
 
$
(56
)
 
$
18,312



The fiscal 2019 Global Products business divestiture amount includes $22 million of goodwill transferred to noncurrent assets held for sale on the consolidated statements of financial position related to plans to dispose of a business within the Global Products segment.

At September 30, 2018, accumulated goodwill impairment charges included $47 million related to the Building Solutions EMEA/LA - Latin America reporting unit.

The Company’s other intangible assets, primarily from business acquisitions valued based on independent appraisals, consisted of (in millions):
 
June 30, 2019
 
September 30, 2018
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Amortized intangible assets
 
 
 
 
 
 
 
 
 
 
 
Technology
$
1,316

 
$
(342
)
 
$
974

 
$
1,317

 
$
(251
)
 
$
1,066

Customer relationships
2,745

 
(714
)
 
2,031

 
2,941

 
(599
)
 
2,342

Miscellaneous
566

 
(228
)
 
338

 
458

 
(185
)
 
273

Total amortized intangible assets
4,627

 
(1,284
)
 
3,343

 
4,716

 
(1,035
)
 
3,681

Unamortized intangible assets
 
 
 
 
 
 
 
 
 
 
 
Trademarks/trade names
2,306

 
—

 
2,306

 
2,386

 
—

 
2,386

Miscellaneous
90

 
—

 
90

 
120

 
—

 
120

 
2,396

 
—

 
2,396

 
2,506

 
—

 
2,506

Total intangible assets
$
7,023

 
$
(1,284
)
 
$
5,739


$
7,222


$
(1,035
)

$
6,187



Amortization of other intangible assets included within continuing operations for the three month periods ended June 30, 2019 and 2018 was $93 million and $98 million, respectively. Amortization of other intangible assets included within continuing operations for the nine month periods ended June 30, 2019 and 2018 was $288 million and $282 million, respectively. Excluding the impact of any future acquisitions, the Company anticipates amortization for fiscal 2020, 2021, 2022, 2023 and 2024 will be approximately $399 million, $389 million, $378 million, $365 million and $352 million per year, respectively.


18

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

8.
Significant Restructuring and Impairment Costs

To better align its resources with its growth strategies and reduce the cost structure of its global operations in certain underlying markets, the Company commits to restructuring plans as necessary.

In fiscal 2018, the Company committed to a significant restructuring plan (2018 Plan) and recorded $255 million of restructuring and impairment costs for continuing operations in the consolidated statements of income. This was the total amount incurred to date and the total amount expected to be incurred for this restructuring plan. The restructuring actions related to cost reduction initiatives in the Company’s Building Technologies & Solutions businesses and at Corporate. The costs consist primarily of workforce reductions, plant closures and asset impairments. Of the restructuring and impairment costs recorded, $113 million related to the Global Products segment, $56 million related to the Building Solutions EMEA/LA segment, $50 million related to Corporate, $20 million related to the Building Solutions North America segment and $16 million related to the Building Solutions Asia Pacific segment. The restructuring actions are expected to be substantially complete in 2020.

Additionally, the Company recorded $8 million of restructuring and impairment costs related to Power Solutions in fiscal 2018. This is reported within discontinued operations.

The following table summarizes the changes in the Company’s 2018 Plan reserve, included within other current liabilities in the consolidated statements of financial position (in millions):
 
Employee Severance and Termination Benefits
 
Long-Lived Asset Impairments
 
Other
 
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
(59
)
 
—

 
(5
)
 
(64
)
Transfer to liabilities held for sale
(4
)
 
—

 
—

 
(4
)
Balance at June 30, 2019
$
101

 
$
—

 
$
5

 
$
106



In fiscal 2017, the Company committed to a significant restructuring plan (2017 Plan) and recorded $347 million of restructuring and impairment costs for continuing operations in the consolidated statements of income. This was the total amount incurred to date and the total amount expected to be incurred for this restructuring plan. The restructuring actions related to cost reduction initiatives in the Company’s Building Technologies & Solutions businesses and at Corporate. The costs consist primarily of workforce reductions, plant closures and asset impairments. Of the restructuring and impairment costs recorded, $166 million related to Corporate, $74 million related to the Building Solutions EMEA/LA segment, $59 million related to the Building Solutions North America segment, $32 million related to the Global Products segment and $16 million related to the Building Solutions Asia Pacific segment. The restructuring actions are expected to be substantially complete in fiscal 2019.

Additionally, the Company recorded $20 million of restructuring and impairment costs related to Power Solutions in fiscal 2017. This is reported within discontinued operations.


19

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

The following table summarizes the changes in the Company’s 2017 Plan reserve, included within other current liabilities in the consolidated statements of financial position (in millions):

 
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
(5
)
 
—

 
(1
)
 
—

 
(6
)
Utilized—noncash
—

 
—

 
—

 
(2
)
 
(2
)
Transfer to liabilities held for sale
(3
)
 
—

 
—

 
—

 
(3
)
Balance at June 30, 2019
$
66

 
$
—

 
$
6

 
$
(3
)
 
$
69



In fiscal 2016, the Company committed to a significant restructuring plan (2016 Plan) and recorded $222 million of restructuring and impairment costs for continuing operations in the consolidated statements of income. This was the total amount incurred to date and the total amount expected to be incurred for this restructuring plan. The restructuring actions related to cost reduction initiatives in the Company’s Building Technologies & Solutions businesses and at Corporate. The costs consist primarily of workforce reductions, plant closures, asset impairments and change-in-control payments. Of the restructuring and impairment costs recorded, $161 million related to Corporate, $44 million related to the Global Products segment and $17 million related to the Building Solutions EMEA/LA segment. The restructuring actions are expected to be substantially complete in fiscal 2019. Included in the reserve is $56 million of committed restructuring actions taken by Tyco for liabilities assumed as part of the Tyco acquisition.

Additionally, the Company recorded $398 million of restructuring and impairment costs related to Adient and Power Solutions in fiscal 2016. This is reported within discontinued operations.


20

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

The following table summarizes the changes in the Company’s 2016 Plan reserve, included within other current liabilities in the consolidated statements of financial position (in millions):

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
(14
)
 
—

 
—

 
—

 
(14
)
Balance at June 30, 2019
$
53

 
$
—

 
$
4

 
$
2

 
$
59



The Company's fiscal 2018, 2017 and 2016 restructuring plans included workforce reductions of approximately 11,300 employees (9,100 for the Building Technologies & Solutions business and 2,200 for Corporate). Restructuring charges associated with employee severance and termination benefits are paid over the severance period granted to each employee or on a lump sum basis in accordance with individual severance agreements. As of June 30, 2019, approximately 5,200 of the employees have been separated from the Company pursuant to the restructuring plans. In addition, the restructuring plans included twelve plant closures in the Building Technologies & Solutions business. As of June 30, 2019, ten of the twelve plants have been closed.

Company management closely monitors its overall cost structure and continually analyzes each of its businesses for opportunities to consolidate current operations, improve operating efficiencies and locate facilities in close proximity to customers. This ongoing analysis includes a review of its manufacturing, engineering and purchasing operations, as well as the overall global footprint for all its businesses.

9.
Income Taxes

In calculating the provision for income taxes, the Company uses an estimate of the annual effective tax rate based upon the facts and circumstances known at each interim period. On a quarterly basis, the actual effective tax rate is adjusted, as appropriate, based upon changed facts and circumstances, if any, as compared to those forecasted at the beginning of the fiscal year and each interim period thereafter.

The statutory tax rate in Ireland is being used as a comparison since the Company is domiciled in Ireland. For the three months ended June 30, 2019, the Company's effective tax rate for continuing operations was 52% and was higher than the statutory tax rate of 12.5% primarily due to a discrete tax charge related to newly enacted regulations related to U.S. Tax Reform, non-U.S. tax audit reserve adjustments and tax rate differentials, partially offset by a tax indemnification reserve release, the tax

21

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

benefits of an asset held for sale impairment charge and continuing global tax planning initiatives. For the nine months ended June 30, 2019, the Company's effective tax rate for continuing operations was 38% and was higher than the statutory tax rate of 12.5% primarily due to valuation allowance adjustments as a result of tax law changes, a discrete tax charge related to newly enacted regulations related to U.S. Tax Reform, non-U.S. tax audit reserve adjustments and tax rate differentials, partially offset by a tax indemnification reserve release, the tax benefits of an asset held for sale impairment charge and continuing global tax planning initiatives. For the three months ended June 30, 2018, the Company's effective tax rate for continuing operations was 10% and was lower than the statutory tax rate of 12.5% primarily due to the benefits of continuing global tax planning initiatives. For the nine months ended June 30, 2018, the Company's effective tax rate for continuing operations was 30% and was higher than the statutory tax rate of 12.5% primarily due to the discrete net impacts of U.S. Tax Reform, the tax impact of the divestiture of the Scott Safety business and tax rate differentials, partially offset by the benefits of continuing global tax planning initiatives and tax audit closures.

Valuation Allowance

The Company reviews the realizability of its deferred tax assets on a quarterly basis, or whenever events or changes in circumstances indicate that a review is required. In determining the requirement for a valuation allowance, the historical and projected financial results of the legal entity or consolidated group recording the net deferred tax asset are considered, along with any other positive or negative evidence. Since future financial results may differ from previous estimates, periodic adjustments to the Company’s valuation allowances may be necessary.

In the first quarter of fiscal 2019, as a result of changes to U.S. tax law, the Company recorded a discrete tax charge of $76 million related to valuation allowances on certain U.S. deferred tax assets.

Uncertain Tax Positions

At September 30, 2018, the Company had gross tax effected unrecognized tax benefits of $2,358 million, of which $2,225 million, if recognized, would impact the effective tax rate. Total net accrued interest at September 30, 2018 was approximately $119 million (net of tax benefit). The interest and penalties accrued during the nine months ended June 30, 2019 was approximately $49 million (net of tax benefit). Interest and penalties accrued during the nine months ended June 30, 2018 were immaterial. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense.

In the third quarter of fiscal 2019, the Company recorded a discrete charge of $199 million related to newly enacted regulations related to U.S. Tax Reform which impacted the Company's reserves for uncertain tax positions.

In the third quarter of fiscal 2019, the Company recorded a discrete charge of $27 million related to non-U.S. tax examinations.

In the first quarter of fiscal 2018, tax audit resolutions resulted in a $25 million net benefit to income tax expense.

In the U.S., fiscal years 2015 through 2016 are currently under exam by the Internal Revenue Service ("IRS") for certain legal entities. Additionally, the Company is currently under exam in the following major non-U.S. jurisdictions:
Tax Jurisdiction
 
Tax Years Covered
 
 
 
Belgium
 
2015 - 2017
China
 
2008 - 2016
France
 
2010 - 2012; 2015 - 2016
Germany
 
2007 - 2016
Japan
 
2015 - 2018
United Kingdom
 
2012 - 2015



22

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

It is reasonably possible that certain tax examinations and/or tax litigation will conclude within the next twelve months, which could have a material impact on tax expense. Based upon the circumstances surrounding these examinations, the impact is not currently quantifiable.

Impacts of Tax Legislation

On December 22, 2017, the “Tax Cuts and Jobs Act” (H.R. 1) was enacted and significantly revised U.S. corporate income tax by, among other things, lowering corporate income tax rates, imposing a one-time transition tax on deemed repatriated earnings of non-U.S. subsidiaries, and implementing a territorial tax system and various base erosion minimum tax provisions.

In connection with the Company’s analysis of the impact of the U.S. tax law changes, the Company recorded a provisional net tax charge of $108 million during fiscal 2018 consistent with guidance prescribed by Staff Accounting Bulletin 118. This provisional net tax charge arises from a benefit of $108 million due to the remeasurement of U.S. deferred tax assets and liabilities, offset by the Company’s tax charge relating to the one-time transition tax on deemed repatriated earnings, inclusive of all relevant taxes, of $216 million. The Company’s estimated benefit of the remeasurement of U.S. deferred tax assets and liabilities increased from $101 million as of December 31, 2017 to $108 million as of September 30, 2018 due to calculation refinement of the Company’s estimated impact. The Company remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21% or the blended fiscal 2018 rate of 24.5%. The Company’s tax charge for transition tax decreased from $305 million as of December 31, 2017 to $216 million as of September 30, 2018 due to further analysis of the Company’s post-1986 non-U.S. earnings and profits (“E&P”) previously deferred from U.S. federal taxation and refinement of the estimated impact of tax law changes. In the first quarter of fiscal 2019, the Company completed its analysis of all enactment-date income tax effects of the U.S. tax law change with no further adjustment to the provisional amounts recorded as of September 30, 2018.

During the nine months ended June 30, 2019 and 2018, other tax legislation was adopted in various jurisdictions. These law changes did not have a material impact on the Company's consolidated financial statements.

Other Tax Matters

In the third quarter of fiscal 2019, the Company recorded a $235 million impairment charge related to assets held for sale. Refer to Note 17, "Impairment of Long-Lived Assets," of the notes to consolidated financial statements for further information regarding the impairment charge. The impairment charge generated a $53 million tax benefit.

In the third quarter of fiscal 2019, the Company released a $226 million tax indemnification reserve. Refer to Note 19, "Guarantees," of the notes to consolidated financial statements for further information regarding the reserve release. The reserve release generated no income tax expense.

In the first quarter of fiscal 2018, the Company completed the sale of its Scott Safety business to 3M Company. Refer to Note 3, "Acquisitions and Divestitures," of the notes to consolidated financial statements for additional information. In connection with the sale, the Company recorded a pre-tax gain of $114 million and income tax expense of $30 million.

In the first quarter of fiscal 2018, the Company recorded $154 million of significant restructuring and impairment costs. Refer to Note 8, "Significant Restructuring and Impairment Costs," of the notes to consolidated financial statements for additional information. The restructuring costs generated a $23 million tax benefit, which reflects the Company’s current tax position in these jurisdictions.


23

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

10.
Pension and Postretirement Plans

The components of the Company’s net periodic benefit costs from continuing operations associated with its defined benefit pension and postretirement plans, which are primarily recorded in selling, general and administrative expenses in the consolidated statements of income, are shown in the tables below in accordance with ASC 715, "Compensation – Retirement Benefits" (in millions):
 
U.S. Pension Plans
 
Three Months Ended
June 30,
 
Nine Months Ended
June 30,
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
Service cost
$
—

 
$
—

 
$
—

 
$
1

Interest cost
25

 
23

 
75

 
69

Expected return on plan assets
(46
)
 
(49
)
 
(138
)
 
(149
)
Net periodic benefit credit
$
(21
)
 
$
(26
)
 
$
(63
)
 
$
(79
)


 
Non-U.S. Pension Plans
 
Three Months Ended
June 30,
 
Nine Months Ended
June 30,
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
Service cost
$
5

 
$
6

 
$
16

 
$
17

Interest cost
14

 
14

 
40

 
42

Expected return on plan assets
(26
)
 
(29
)
 
(78
)
 
(86
)
Settlement loss
—

 
—

 
1

 
—

Net periodic benefit credit
$
(7
)
 
$
(9
)
 
$
(21
)
 
$
(27
)

 
Postretirement Benefits
 
Three Months Ended
June 30,
 
Nine Months Ended
June 30,
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
Service cost
$
—

 
$
—

 
$
1

 
$
1

Interest cost
2

 
1

 
5

 
4

Expected return on plan assets
(2
)
 
(2
)
 
(7
)
 
(7
)
Net periodic benefit credit
$
—

 
$
(1
)
 
$
(1
)
 
$
(2
)


11.
Debt and Financing Arrangements

In June 2019, TSarl, a subsidiary of the Company, terminated its $1.25 billion committed revolving credit facility scheduled to expire in August 2020. In connection with the termination, the Company repaid all of the outstanding obligations in respect of principal, interest and fees under the credit facility. In relation to the termination of the credit facility, TSarl completed all of its obligations under the Term Loan Credit Agreement, dated as of March 10, 2016 (the "Term Facility") by repaying all of the outstanding obligations under the term facility, which included $364 million term loan scheduled to mature in March 2020. Other debt held at TSarl as of March 31, 2019 was also repaid, including a 364-day $250 million floating rate term loan scheduled to mature in March 2020 and an 18-month 215 million euro floating rate euro term loan scheduled to mature in July 2019. No amounts remain outstanding on the $4.0 billion TSarl merger-related debt as of June 30, 2019.

24

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)


In June 2019, the Company repurchased at par, $2.5 million of its 5.25% fixed rate notes, plus accrued interest, scheduled to mature in 2041.

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 net financing charges in the consolidated statements of income.

In May 2019, the Company repaid 10 billion yen of the 35 billion yen five-year syndicated floating rate term loan, plus accrued interest, scheduled to mature in September 2022.

In April 2019, the Company repurchased at a discount, 4.7 million euro of its 1.375% fixed rate euro notes, plus accrued interest, scheduled to mature in 2025.

In March 2019, a 364-day $250 million committed revolving credit facility expired. The Company entered into a new $250 million committed revolving credit facility scheduled to expire in March 2020. As of June 30, 2019 there were no draws on the facility.

In February 2019, the Company repurchased at a discount, $12 million of its 3.9% fixed rate notes, plus accrued interest, scheduled to mature in 2026.

In February 2019, a 364-day $150 million committed revolving credit facility expired. The Company entered into a new $150 million committed revolving credit facility scheduled to expire in February 2020. As of June 30, 2019 there were no draws on the facility.

In February 2019, a 364-day $150 million committed revolving credit facility expired. The Company entered into a new $150 million committed revolving credit facility scheduled to expire in February 2020. As of June 30, 2019 there were no draws on the facility.

In January 2019, the Company entered into a $750 million term loan due the earlier of January 2020 or five business days from the closing on the sale of the Power Solutions business. Proceeds from the term loan were used for general corporate purposes. Following the sale of the Power Solutions business, the loan was repaid in May 2019.

In January 2019, a 364-day $200 million committed revolving credit facility expired. The Company entered into a new $350 million committed revolving credit facility scheduled to expire in January 2020. As of June 30, 2019 there were no draws on the facility.

Net Financing Charges

The Company's net financing charges line item in the consolidated statements of income for the three and nine months ended June 30, 2019 and 2018 contained the following components (in millions):
 
Three Months Ended
June 30,
 
Nine Months Ended
June 30,
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
Interest expense, net of capitalized interest costs
$
81

 
$
106

 
$
269

 
$
307

Banking fees and bond cost amortization
7

 
8

 
20

 
23

Loss on debt extinguishment
60

 
—

 
60

 
—

Interest income
(28
)
 
(5
)
 
(41
)
 
(13
)
Net foreign exchange results for financing activities
(1
)
 
(14
)
 
(6
)
 
(13
)
Net financing charges
$
119

 
$
95

 
$
302

 
$
304




25

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

12.
Stock-Based Compensation

During September 2016, the Board of Directors of the Company approved amendments to the Johnson Controls International plc 2012 Share and Incentive Plan (the "Plan"). The types of awards authorized by the Plan comprise of stock options, stock appreciation rights, performance shares, performance units and other stock-based compensation awards. The Compensation Committee of the Company's Board of Directors determines the types of awards to be granted to individual participants and the terms and conditions of the awards. Awards are typically granted annually in the Company’s fiscal first quarter. A summary of the stock-based awards granted during the nine month periods ended June 30, 2019 and 2018 is presented below:
 
Nine Months Ended June 30,
 
2019
 
2018
 
Number Granted
 
Weighted Average Grant Date Fair Value
 
Number Granted
 
Weighted Average Grant Date Fair Value
 
 
 
 
 
 
 
 
Stock options
1,741,510

 
$
5.56

 
1,376,807

 
$
7.04

Restricted stock/units
2,334,423

 
33.50

 
2,188,131

 
37.26

Performance shares
583,989

 
36.28

 
496,478

 
36.31



Stock Options

Stock options are granted with an exercise price equal to the market price of the Company’s stock at the date of grant. Stock option awards typically vest between two and three years after the grant date and expire ten years from the grant date.

The fair value of each option is estimated on the date of grant using a Black-Scholes option valuation model that uses the assumptions noted in the following table. The expected life of options represents the period of time that options granted are expected to be outstanding, assessed separately for executives and non-executives. The risk-free interest rate for periods during the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. For fiscal 2019 and fiscal 2018, the expected volatility is based on the historical volatility of the Company’s stock since October 2016 blended with the historical volatility of certain peer companies’ stock prior to October 2016 over the most recent period corresponding to the expected life as of the grant date. The expected dividend yield is based on the expected annual dividend as a percentage of the market value of the Company’s ordinary shares as of the grant date. The Company uses historical data to estimate option exercises and employee terminations within the valuation model.
 
Nine Months Ended
June 30,
 
2019
 
2018
Expected life of option (years)
6.4
 
6.5
Risk-free interest rate
2.77%
 
2.28%
Expected volatility of the Company’s stock
21.8%
 
23.7%
Expected dividend yield on the Company’s stock
3.29%
 
2.78%


Restricted (Nonvested) Stock / Units

The Plan provides for the award of restricted stock or restricted stock units to certain employees. These awards are typically share settled unless the employee is a non-U.S. employee or elects to defer settlement until retirement at which point the award would be settled in cash. Restricted awards typically vest over a period of three years from the grant date. The Plan allows for different vesting terms on specific grants with approval by the Board of Directors. The fair value of each share-settled restricted award is based on the closing market value of the Company’s ordinary shares on the date of grant. The fair value of each cash-settled restricted award is recalculated at the end of each reporting period based on the closing market value of the Company's ordinary shares at the end of the reporting period, and the liability and expense are adjusted based on the new fair value.


26

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

Performance Share Awards

The Plan permits the grant of performance-based share unit ("PSU") awards. The PSUs are generally contingent on the achievement of pre-determined performance goals over a performance period of three years as well as on the award holder's continuous employment until the vesting date. The PSUs are also indexed to the achievement of specified levels of total shareholder return versus a peer group over the performance period. Each PSU that is earned will be settled with shares of the Company's ordinary shares following the completion of the performance period, unless the award holder elected to defer a portion or all of the award until retirement which would then be settled in cash.

The fair value of each PSU is estimated on the date of grant with the use of a Monte Carlo simulation that uses the assumptions noted in the following table. The risk-free interest rate for periods during the contractual life of the PSU is based on the U.S. Treasury yield curve in effect at the time of grant. For fiscal 2019 and fiscal 2018, the expected volatility is based on the historical volatility of the Company’s stock since October 2016 blended with the historical volatility of certain peer companies’ stock prior to October 2016 over the most recent three-year period as of the grant date.
 
Nine Months Ended
June 30,
 
2019
 
2018
Risk-free interest rate
2.76%
 
1.92%
Expected volatility of the Company’s stock
22.9%
 
21.7%


13.
Earnings Per Share

The Company presents both basic and diluted earnings per share ("EPS") amounts. Basic EPS is calculated by dividing net income attributable to Johnson Controls by the weighted average number of ordinary shares outstanding during the reporting period. Diluted EPS is calculated by dividing net income attributable to Johnson Controls by the weighted average number of ordinary shares and ordinary equivalent shares outstanding during the reporting period that are calculated using the treasury stock method for stock options, unvested restricted stock and unvested performance share awards. The treasury stock method assumes that the Company uses the proceeds from the exercise of stock option awards to repurchase ordinary shares at the average market price during the period. The assumed proceeds under the treasury stock method include the purchase price that the grantee will pay in the future and compensation cost for future service that the Company has not yet recognized. For unvested restricted stock and unvested performance share awards, assumed proceeds under the treasury stock method would include unamortized compensation cost.


27

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

The following table reconciles the numerators and denominators used to calculate basic and diluted earnings per share (in millions):
 
Three Months Ended
June 30,
 
Nine Months Ended
June 30,
 
2019
 
2018
 
2019
 
2018
Income Available to Ordinary Shareholders
 
 
 
 
 
 
 
Income from continuing operations
$
141

 
$
474

 
$
488

 
$
583

Income from discontinued operations
4,051

 
249

 
4,574

 
808

Basic and diluted income available to
   shareholders
$
4,192

 
$
723

 
$
5,062

 
$
1,391

 
 
 
 
 
 
 
 
Weighted Average Shares Outstanding
 
 
 
 
 
 
 
Basic weighted average shares outstanding
870.9

 
925.6

 
898.4

 
926.0

Effect of dilutive securities:
 
 
 
 
 
 
 
Stock options, unvested restricted stock and
     unvested performance share awards
4.3

 
5.1

 
3.8

 
6.1

Diluted weighted average shares outstanding
875.2

 
930.7

 
902.2

 
932.1

 
 
 
 
 
 
 
 
Antidilutive Securities
 
 
 
 
 
 
 
Options to purchase shares
0.7

 
2.1

 
1.9

 
1.5



During the three months ended June 30, 2019 and 2018, the Company declared dividends of $0.26 per share. During the nine months ended June 30, 2019 and 2018, the Company declared dividends of $0.78 per share. The Company paid all dividends in the month subsequent to the end of each fiscal quarter.

28

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

14.
Equity and Noncontrolling Interests

Other comprehensive income includes activity relating to discontinued operations. The following schedules present changes in consolidated equity attributable to Johnson Controls and noncontrolling interests (in millions, net of tax):
    
 
Three Months Ended June 30, 2019
 
Three Months Ended June 30, 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, March 31,
$
20,036

 
$
1,265

 
$
21,301

 
$
20,874

 
$
1,006

 
$
21,880

Total comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
Net income
4,192

 
84

 
4,276

 
723

 
71

 
794

Foreign currency translation adjustments
(90
)
 
(4
)
 
(94
)
 
(557
)
 
(44
)
 
(601
)
Realized and unrealized gains (losses) on derivatives
(5
)
 
(4
)
 
(9
)
 
3

 
(1
)
 
2

    Other comprehensive loss
(95
)
 
(8
)
 
(103
)
 
(554
)
 
(45
)
 
(599
)
Comprehensive income
4,097

 
76

 
4,173

 
169

 
26

 
195

 
 
 
 
 
 
 
 
 
 
 
 
Other changes in equity:
 
 
 
 
 
 
 
 
 
 
 
Cash dividends—ordinary shares
(208
)
 
—

 
(208
)
 
(240
)
 
—

 
(240
)
Repurchases and retirements of ordinary shares
(4,122
)
 
—

 
(4,122
)
 
(56
)
 
—

 
(56
)
Change in noncontrolling interest share
—

 
—

 
—

 
—

 
4

 
4

Divestiture of Power Solutions
483

 
(295
)
 
188

 
—

 
—

 
—

Other, including options exercised
77

 
—

 
77

 
26

 
—

 
26

Ending balance, June 30
$
20,363

 
$
1,046

 
$
21,409

 
$
20,773

 
$
1,036

 
$
21,809



29

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

 
Nine Months Ended June 30, 2019
 
Nine Months Ended June 30, 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,
$
21,164

 
$
1,294

 
$
22,458

 
$
20,447

 
$
920

 
$
21,367

Total comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
Net income
5,062

 
171

 
5,233

 
1,391

 
132

 
1,523

Foreign currency translation adjustments
(103
)
 
8

 
(95
)
 
(331
)
 
3

 
(328
)
Realized and unrealized gains (losses) on derivatives
10

 
—

 
10

 
(2
)
 
1

 
(1
)
Realized and unrealized losses on marketable securities
—

 
—

 
—

 
(2
)
 
—

 
(2
)
    Other comprehensive income (loss)
(93
)
 
8

 
(85
)
 
(335
)
 
4

 
(331
)
Comprehensive income
4,969

 
179

 
5,148

 
1,056

 
136

 
1,192

 
 
 
 
 
 
 
 
 
 
 
 
Other changes in equity:
 
 
 
 
 
 
 
 
 
 
 
Cash dividends—ordinary shares
(683
)
 
—

 
(683
)
 
(722
)
 
—

 
(722
)
Dividends attributable to noncontrolling
     interests
—

 
(132
)
 
(132
)
 
—

 
(43
)
 
(43
)
Repurchases and retirements of ordinary shares
(5,122
)
 
—

 
(5,122
)
 
(255
)
 
—

 
(255
)
Change in noncontrolling interest share
—

 
—

 
—

 
—

 
23

 
23

Divestiture of Power Solutions
483

 
(295
)
 
188

 
—

 
—

 
—

Adoption of ASC 606
(45
)
 
—

 
(45
)
 
—

 
—

 
—

Adoption of ASU 2016-16
(546
)
 
—

 
(546
)
 
—

 
—

 
—

Adoption of ASU 2016-09
—

 
—

 
—

 
179

 
—

 
179

Other, including options exercised
143

 
—

 
143

 
68

 
—

 
68

Ending balance, June 30
$
20,363

 
$
1,046

 
$
21,409

 
$
20,773

 
$
1,036

 
$
21,809


As previously disclosed, during the quarter ended December 31, 2018, the Company adopted ASC 606, "Revenue from Contracts with Customers." As a result, the Company recorded $45 million to beginning retained earnings, which relates primarily to deferred revenue recorded for the Power Solutions business for certain battery core returns that represent a material right provided to customers.

As previously disclosed, during the quarter ended December 31, 2018, the Company adopted ASU 2016-16, "Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other Than Inventory." As a result, the Company recognized deferred taxes of $546 million related to the tax effects of all intra-entity sales of assets other than inventory on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of October 1, 2018.

As previously disclosed, during the quarter ended December 31, 2017, the Company adopted ASU No. 2016-09, "Compensation - Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting." As a result, the Company recognized deferred tax assets of $179 million related to certain operating loss carryforwards resulting from the exercise of employee stock options and restricted stock vestings on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of October 1, 2017.

Following the Tyco Merger, the Company adopted, subject to the ongoing existence of sufficient distributable reserves, the existing Tyco International plc $1 billion share repurchase program in September 2016. In December 2017, the Company's Board of Directors approved a $1 billion increase to its share repurchase authorization. In November 2018, the Company's Board of Directors approved an additional $1 billion increase to its share repurchase authorization. In March 2019, the Company's Board of Directors approved an additional $8.5 billion increase to its share repurchase authorization, subject to the completion of the previously announced sale of the Company's Power Solutions business, which closed on April 30, 2019.

30

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

The share repurchase program does not have an expiration date and may be amended or terminated by the Board of Directors at any time without prior notice.

On May 1, 2019, the Company announced a "modified Dutch auction" tender offer for up to $4.0 billion of its ordinary shares with a price range between $36.00 and $40.00 per share. The tender offer expired on May 31, 2019. Through the tender offer, the Company accepted for payment 102 million shares at a purchase price of $39.25 per share, for a total of approximately $4,035 million, including fees and commissions. The shares purchased through the tender offer were immediately retired. Ordinary shares were reduced by the number of shares retired at $0.01 par value per share. The excess purchase price over par value was recorded in retained earnings in the consolidated statements of financial position.

In addition to the equity tender offer described above, the Company repurchased $87 million and $1,087 million of its ordinary shares, respectively, during the three and nine months ended June 30, 2019. For the three and nine months ended June 30, 2018, the Company repurchased $56 million and $255 million of its ordinary shares, respectively. As of June 30, 2019, approximately $5.4 billion remains available under the share repurchase program.

The Company consolidates certain subsidiaries in which the noncontrolling interest party has within its control the right to require the Company to redeem all or a portion of its interest in the subsidiary. The redeemable noncontrolling interests are reported at their estimated redemption value. Any adjustment to the redemption value impacts retained earnings but does not impact net income. Redeemable noncontrolling interests which are redeemable only upon future events, the occurrence of which is not currently probable, are recorded at carrying value. Beginning in the fourth quarter of fiscal 2018, the Company does not have any subsidiaries for which the noncontrolling interest party has within their control the right to require the Company to redeem any portion of its interests.

The following schedule present changes in the redeemable noncontrolling interests for the three and nine months ended June 30, 2018 (in millions):
 
Three Months Ended June 30, 2018
 
 
Beginning balance, March 31, 2018
$
235

Net income
10

Foreign currency translation adjustments
(13
)
Realized and unrealized losses on derivatives
(1
)
Ending balance, June 30, 2018
$
231


 
 
 
Nine Months Ended June 30, 2018
 
 
Beginning balance, September 30, 2017
$
211

Net income
35

Foreign currency translation adjustments
(3
)
Realized and unrealized losses on derivatives
(9
)
Dividends
(3
)
Ending balance, June 30, 2018
$
231



31

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

The following schedules present changes in accumulated other comprehensive income ("AOCI") attributable to Johnson Controls (in millions, net of tax):
 
Three Months Ended
June 30,
 
2019
 
2018
 
 
 
 
Foreign currency translation adjustments ("CTA")
 
 
 
Balance at beginning of period
$
(952
)
 
$
(255
)
Divestiture of Power Solutions
479

 
—

Aggregate adjustment for the period (net of tax effect of $0)
(90
)
 
(557
)
Balance at end of period
(563
)
 
(812
)
 
 
 
 
Realized and unrealized gains (losses) on derivatives
 
 
 
Balance at beginning of period
2

 
1

Divestiture of Power Solutions (net of tax effect of $1 and $0)
4

 
—

Current period changes in fair value (net of tax effect of $(3) and $1)
(4
)
 
5

Reclassification to income (net of tax effect of $0 and $(2)) **
(1
)
 
(2
)
Balance at end of period
1

 
4

 
 
 
 
Realized and unrealized gains (losses) on marketable securities
 
 
 
Balance at beginning of period
—

 
2

Current period changes in fair value (net of tax effect of $0)
—

 
1

Reclassification to income (net of tax effect of $0 and $(1))
—

 
(1
)
Balance at end of period
—

 
2

 
 
 
 
Pension and postretirement plans
 
 
 
Balance at beginning of period
(2
)
 
(2
)
Other changes
—

 
—

Balance at end of period
(2
)
 
(2
)
 
 
 
 
Accumulated other comprehensive loss, end of period
$
(564
)
 
$
(808
)


32

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

 
 
 
 
 
Nine Months Ended
June 30,
 
2019
 
2018
 
 
 
 
CTA
 
 
 
Balance at beginning of period
$
(939
)
 
$
(481
)
Divestiture of Power Solutions
479

 
—

Aggregate adjustment for the period (net of tax effect of $0 and $1) *
(103
)
 
(331
)
Balance at end of period
(563
)
 
(812
)
 
 
 
 
Realized and unrealized gains (losses) on derivatives
 
 
 
Balance at beginning of period
(13
)
 
6

Divestiture of Power Solutions (net of tax effect of $1 and $0)
4

 
—

Current period changes in fair value (net of tax effect of $1 and $2)
4

 
7

Reclassification to income (net of tax effect of $3 and $(4)) **
6

 
(9
)
Balance at end of period
1

 
4

 
 
 
 
Realized and unrealized gains (losses) on marketable securities
 
 
 
Balance at beginning of period
8

 
4

Adoption of ASU 2016-01 ***
(8
)
 
—

Current period changes in fair value (net of tax effect of $0)
—

 
(1
)
Reclassification to income (net of tax effect of $(1)) ****
—

 
(1
)
Balance at end of period
—

 
2

 
 
 
 
Pension and postretirement plans
 
 
 
Balance at beginning of period
(2
)
 
(2
)
Other changes
—

 
—

Balance at end of period
(2
)
 
(2
)
 
 
 
 
Accumulated other comprehensive loss, end of period
$
(564
)
 
$
(808
)

* During the nine months ended June 30, 2018, $12 million of cumulative CTA was recognized as part of the divestiture-related gain recognized as part of the divestiture of Scott Safety.

** Refer to Note 15, "Derivative Instruments and Hedging Activities," of the notes to consolidated financial statements for disclosure of the line items in the consolidated statements of income affected by reclassifications from AOCI into income related to derivatives.

*** As previously disclosed, during the quarter ended December 31, 2018, the Company adopted ASU 2016-01, "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities." As a result the Company reclassified $8 million of unrealized gains on marketable securities to retained earnings as of October 1, 2018.

**** During the nine months ended June 30, 2018, the Company sold certain marketable common stock for approximately $3 million. As a result, the Company recorded $2 million of realized gains within selling, general and administrative expenses.



33

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

15.
Derivative Instruments and Hedging Activities

The Company selectively uses derivative instruments to reduce market risk associated with changes in foreign currency, commodities, stock-based compensation liabilities and interest rates. Under Company policy, the use of derivatives is restricted to those intended for hedging purposes; the use of any derivative instrument for speculative purposes is strictly prohibited. A description of each type of derivative utilized by the Company to manage risk is included in the following paragraphs. In addition, refer to Note 16, "Fair Value Measurements," of the notes to consolidated financial statements for information related to the fair value measurements and valuation methods utilized by the Company for each derivative type.

Cash Flow Hedges

The Company has global operations and participates in the foreign exchange markets to minimize its risk of loss from fluctuations in foreign currency exchange rates. The Company selectively hedges anticipated transactions that are subject to foreign exchange rate risk primarily using foreign currency exchange hedge contracts. The Company hedges 70% to 90% of the nominal amount of each of its known foreign exchange transactional exposures. As cash flow hedges under ASC 815, "Derivatives and Hedging," the hedge gains or losses due to changes in fair value are initially recorded as a component of AOCI and are subsequently reclassified into earnings when the hedged transactions occur and affect earnings. These contracts were highly effective in hedging the variability in future cash flows attributable to changes in currency exchange rates during the three and nine months ended June 30, 2019 and 2018.

The Company selectively hedges anticipated transactions that are subject to commodity price risk, primarily using commodity hedge contracts, to minimize overall price risk associated with the Company’s purchases of lead, copper, tin, aluminum and polypropylene in cases where commodity price risk cannot be naturally offset or hedged through supply base fixed price contracts. Commodity risks are systematically managed pursuant to policy guidelines. As cash flow hedges, the hedge gains or losses due to changes in fair value are initially recorded as a component of AOCI and are subsequently reclassified into earnings when the hedged transactions occur and affect earnings. The maturities of the commodity hedge contracts coincide with the expected purchase of the commodities. These contracts were highly effective in hedging the variability in future cash flows attributable to changes in commodity prices during the three and nine months ended June 30, 2019 and 2018.

The Company had the following outstanding contracts to hedge forecasted commodity purchases for continuing and discontinued operations (in metric tons):
 
 
Volume Outstanding as of
Commodity
 
June 30, 2019
 
September 30, 2018
 
 
 
 
 
Copper
 
3,357

 
3,175

Polypropylene
 
—

 
15,868

Lead
 
—

 
49,066

Aluminum
 
4,649

 
3,381

Tin
 
—

 
3,076



Net Investment Hedges

The Company enters into foreign currency denominated debt obligations to selectively hedge portions of its net investment in non-U.S. subsidiaries. The currency effects of the debt obligations are reflected in the AOCI account within shareholders’ equity attributable to Johnson Controls ordinary shareholders where they offset currency gains and losses recorded on the Company’s net investments globally. At June 30, 2019, the Company had 888 million euro, 750 million euro, 423 million euro and 54 million euro in bonds designated as net investment hedges in the Company's net investment in Europe and 25 billion yen of foreign denominated debt designated as net investment hedge in the Company's net investment in Japan. Also, at September 30, 2018, the Company had one billion euro, 750 million euro, 423 million euro and 58 million euro in bonds and a 215 million euro term loan designated as net investment hedges in the Company's net investment in Europe and 35 billion yen of foreign denominated debt designated as net investment hedge in the Company's net investment in Japan.


34

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

Derivatives Not Designated as Hedging Instruments

The Company selectively uses equity swaps to reduce market risk associated with certain of its stock-based compensation plans, such as its deferred compensation plans. These equity compensation liabilities increase as the Company’s stock price increases and decrease as the Company’s stock price decreases. In contrast, the value of the swap agreement moves in the opposite direction of these liabilities, allowing the Company to fix a portion of the liabilities at a stated amount. As of June 30, 2019, the Company hedged approximately 1.4 million shares of its ordinary shares, which have a cost basis of $60 million. As of September 30, 2018, the Company hedged approximately 1.8 million shares of its ordinary shares, which have a cost basis of $73 million.

The Company also holds certain foreign currency forward contracts which do not qualify for hedge accounting treatment. The change in fair value of foreign currency exchange derivatives not designated as hedging instruments under ASC 815 are recorded in the consolidated statements of income.

Fair Value of Derivative Instruments

The following table presents the location and fair values of derivative instruments and hedging activities included in the Company’s consolidated statements of financial position (in millions):
 
Derivatives and Hedging Activities Designated
as Hedging Instruments under ASC 815
 
Derivatives and Hedging Activities Not
Designated as Hedging Instruments under ASC 815
 
June 30,
 
September 30,
 
June 30,
 
September 30,
 
2019
 
2018
 
2019
 
2018
Other current assets
 
 
 
 
 
 
 
Foreign currency exchange derivatives
$
4

 
$
6

 
$
6

 
$
10

Commodity derivatives
—

 
1

 
—

 
—

Other noncurrent assets
 
 
 
 
 
 
 
Equity swap
—

 
—

 
59

 
63

Total assets
$
4

 
$
7

 
$
65

 
$
73

 
 
 
 
 
 
 
 
Other current liabilities
 
 
 
 
 
 
 
Foreign currency exchange derivatives
$
6

 
$
10

 
$
1

 
$
2

Commodity derivatives
1

 
2

 
—

 
—

Liabilities held for sale
 
 
 
 
 
 
 
Commodity derivatives
—

 
12

 
—

 
—

Long-term debt
 
 
 
 
 
 
 
Foreign currency denominated debt
2,640

 
3,149

 
—

 
—

Total liabilities
$
2,647

 
$
3,173

 
$
1

 
$
2



Counterparty Credit Risk

The use of derivative financial instruments exposes the Company to counterparty credit risk. The Company has established policies and procedures to limit the potential for counterparty credit risk, including establishing limits for credit exposure and continually assessing the creditworthiness of counterparties. As a matter of practice, the Company deals with major banks worldwide having strong investment grade long-term credit ratings. To further reduce the risk of loss, the Company generally enters into International Swaps and Derivatives Association ("ISDA") master netting agreements with substantially all of its counterparties. The Company's derivative contracts do not contain any credit risk related contingent features and do not require collateral or other security to be furnished by the Company or the counterparties. The Company's exposure to credit risk associated with its derivative instruments is measured on an individual counterparty basis, as well as by groups of counterparties that share similar attributes. The Company does not anticipate any non-performance by any of its counterparties, and the concentration of risk with financial institutions does not present significant credit risk to the Company.

The Company enters into ISDA master netting agreements with counterparties that permit the net settlement of amounts owed under the derivative contracts. The master netting agreements generally provide for net settlement of all outstanding contracts

35

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

with a counterparty in the case of an event of default or a termination event. The Company has not elected to offset the fair value positions of the derivative contracts recorded in the consolidated statements of financial position. Collateral is generally not required of the Company or the counterparties under the master netting agreements. As of June 30, 2019 and September 30, 2018, no cash collateral was received or pledged under the master netting agreements.

The gross and net amounts of derivative assets and liabilities were as follows (in millions):
 
 
Fair Value of Assets
 
Fair Value of Liabilities
 
 
June 30,
 
September 30,
 
June 30,
 
September 30,
 
 
2019
 
2018
 
2019
 
2018
Gross amount recognized
 
$
69

 
$
80

 
$
2,648

 
$
3,175

Gross amount eligible for offsetting
 
(6
)
 
(12
)
 
(6
)
 
(12
)
Net amount
 
$
63

 
$
68

 
$
2,642

 
$
3,163


    
Derivatives Impact on the Statements of Income and Statements of Comprehensive Income

The following table presents the pre-tax gains (losses) recorded in other comprehensive income (loss) related to cash flow hedges for the three and nine months ended June 30, 2019 and 2018 (in millions):
Derivatives in ASC 815 Cash Flow
 Hedging Relationships
 
Three Months Ended June 30,
 
Nine Months Ended June 30,
 
2019
 
2018
 
2019
 
2018
Foreign currency exchange derivatives
 
$
(2
)
 
$
6

 
$
7

 
$
7

Commodity derivatives
 
(5
)
 
—

 
(2
)
 
2

Total
 
$
(7
)
 
$
6

 
$
5

 
$
9


The following table presents the location and amount of the pre-tax gains (losses) on cash flow hedges reclassified from AOCI into the Company’s consolidated statements of income for the three and nine months ended June 30, 2019 and 2018 (in millions):
Derivatives in ASC 815 Cash Flow Hedging Relationships
 
Location of Gain (Loss) Reclassified from AOCI into Income
 
Three Months Ended
June 30,
 
Nine Months Ended
June 30,
 
2019
 
2018
 
2019
 
2018
Foreign currency exchange derivatives
 
Cost of sales
 
$
2

 
$
1

 
$
4

 
$
—

Foreign currency exchange derivatives
 
Income from discontinued operations
 
—

 
1

 
—

 
2

Commodity derivatives
 
Cost of sales
 
—

 
—

 
(3
)
 
3

Commodity derivatives
 
Income from discontinued operations
 
(1
)
 
2

 
(10
)
 
8

Total
 
 
 
$
1

 
$
4

 
$
(9
)
 
$
13


The following table presents the location and amount of pre-tax gains (losses) on derivatives not designated as hedging instruments recognized in the Company’s consolidated statements of income for the three and nine months ended June 30, 2019 and 2018 (in millions):
 
 
 
 
Amount of Gain (Loss) Recognized in
Income on Derivative
Derivatives Not Designated as Hedging Instruments under ASC 815
 
Location of Gain (Loss)
Recognized in Income on Derivative
 
Three Months Ended
June 30,
 
Nine Months Ended
June 30,
 
2019
 
2018
 
2019
 
2018
Foreign currency exchange derivatives
 
Cost of sales
 
$
(3
)
 
$
(4
)
 
$
(9
)
 
$
(5
)
Foreign currency exchange derivatives
 
Net financing charges
 
(18
)
 
(32
)
 
(42
)
 
(29
)
Foreign currency exchange derivatives
 
Income from discontinued operations
 
(2
)
 
5

 
52

 
4

Equity swap
 
Selling, general and administrative
 
7

 
(3
)
 
10

 
(10
)
Total
 
 
 
$
(16
)
 
$
(34
)
 
$
11

 
$
(40
)



36

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

The pre-tax gains (losses) recorded in CTA within other comprehensive income (loss) related to net investment hedges were $(36) million and $165 million for the three months ended June 30, 2019 and 2018, respectively. The pre-tax gains (losses) recorded in CTA within other comprehensive income (loss) related to net investment hedges were $48 million and $29 million for the nine months ended June 30, 2019 and 2018, respectively. For the three and nine months ended June 30, 2019 and 2018, no gains or losses were reclassified from CTA into income for the Company’s outstanding net investment hedges.

16.
Fair Value Measurements

ASC 820, "Fair Value Measurement," defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a three-level fair value hierarchy that prioritizes information used in developing assumptions when pricing an asset or liability as follows:

Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities;

Level 2: Quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs where there is little or no market data, which requires the reporting entity to develop its own assumptions.

ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.

Recurring Fair Value Measurements

The following tables present the Company’s fair value hierarchy for those assets and liabilities measured at fair value as of June 30, 2019 and September 30, 2018 (in millions):
 
Fair Value Measurements Using:
 
Total as of
June 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
$
10

 
$
—

 
$
10

 
$
—

       Exchange traded funds (fixed income)1
19

 
19

 
—

 
—

Other noncurrent assets
 
 
 
 
 
 
 
Investments in marketable common stock
1

 
1

 
—

 
—

Deferred compensation plan assets
69

 
69

 
—

 
—

Exchange traded funds (fixed income)1
138

 
138

 
—

 
—

Exchange traded funds (equity)1
115

 
115

 
—

 
—

Equity swap
59

 
—

 
59

 
—

Total assets
$
411

 
$
342

 
$
69

 
$
—

Other current liabilities
 
 
 
 
 
 
 
Foreign currency exchange derivatives
$
7

 
$
—

 
$
7

 
$
—

Commodity derivatives
1

 
—

 
1

 
—

Total liabilities
$
8

 
$
—

 
$
8

 
$
—

 

37

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

 
Fair Value Measurements Using:
 
Total as of
September 30, 2018
 
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
$
16

 
$
—

 
$
16

 
$
—

Commodity derivatives
1

 
—

 
1

 
—

Exchange traded funds (fixed income)1
14

 
14

 
—

 
—

Other noncurrent assets
 
 
 
 
 
 
 
Investments in marketable common stock
1

 
1

 
—

 
—

Deferred compensation plan assets
100

 
100

 
—

 
—

Exchange traded funds (fixed income)1
148

 
148

 
—

 
—

Exchange traded funds (equity)1
119

 
119

 
—

 
—

Equity swap
63

 
—

 
63

 
—

Noncurrent assets held for sale
 
 
 
 
 
 
 
Investments in marketable common stock
3

 
3

 
—

 
—

Total assets
$
465

 
$
385

 
$
80

 
$
—

Other current liabilities
 
 
 
 
 
 
 
Foreign currency exchange derivatives
$
12

 
$
—

 
$
12

 
$
—

Commodity derivatives
2

 
—

 
2

 
—

Liabilities held for sale
 
 
 
 
 
 
 
Commodity derivatives
12

 
—

 
12

 
—

Total liabilities
$
26

 
$
—

 
$
26

 
$
—


1 Classified as restricted investments for payment of asbestos liabilities. See Note 20, "Commitments and Contingencies," of the notes to consolidated financial statements for further details.

Valuation Methods

Foreign currency exchange derivatives: The foreign currency exchange derivatives are valued under a market approach using publicized spot and forward prices.

Commodity derivatives: The commodity derivatives are valued under a market approach using publicized prices, where available, or dealer quotes.

Equity swaps: The equity swaps are valued under a market approach as the fair value of the swaps is equal to the Company’s stock price at the reporting period date.

Deferred compensation plan assets: Assets held in the deferred compensation plans will be used to pay benefits under certain of the Company's non-qualified deferred compensation plans. The investments primarily consist of mutual funds which are publicly traded on stock exchanges and are valued using a market approach based on the quoted market prices. During the three and nine months ended June 30, 2019, the Company recognized no unrealized gains/losses and unrealized losses of $2 million, respectively, in the consolidated statements of income on these investments that were still held as of June 30, 2019, where they offset unrealized gains and losses on the related deferred compensation plan liability.

Investments in marketable common stock and exchange traded funds: Investments in marketable common stock and exchange traded funds are valued using a market approach based on the quoted market prices, where available, or broker/dealer quotes of identical or comparable instruments. During the three and nine months ended June 30, 2019, the Company recognized unrealized gains of $9 million and $8 million, respectively, in the consolidated statements of income on these investments

38

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

that were still held as of June 30, 2019, all of which related to restricted investments. Refer to Note 20, "Commitments and Contingencies," of the notes to consolidated financial statements for further information.

The fair values of cash and cash equivalents, accounts receivable, short-term debt and accounts payable approximate their carrying values. The fair value of long-term debt was $7.5 billion at June 30, 2019 and $9.6 billion at September 30, 2018. The fair value of public debt was $7.3 billion at June 30, 2019 and $8.6 billion at September 30, 2018, which was determined primarily using market quotes classified as Level 1 inputs within the ASC 820 fair value hierarchy. The fair value of other long-term debt was $0.2 billion at June 30, 2019 and $1.0 billion at September 30, 2018, which was determined based on quoted market prices for similar instruments classified as Level 2 inputs within the ASC 820 fair value hierarchy.

17.
Impairment of Long-Lived Assets

The Company reviews long-lived assets, including tangible assets and other intangible assets with definitive lives, for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analyses in accordance with ASC 360-10-15, "Impairment or Disposal of Long-Lived Assets," ASC 350-30, "General Intangibles Other than Goodwill" and ASC 985-20, "Costs of software to be sold, leased, or marketed." ASC 360-10-15 requires the Company to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset group is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value based on discounted cash flow analysis or appraisals. ASC 350-30 requires intangible assets acquired in a business combination that are used in research and development activities to be considered indefinite lived until the completion or abandonment of the associated research and development efforts. During the period that those assets are considered indefinite lived, they shall not be amortized but shall be tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired.  If the carrying amount of an intangible asset exceeds its fair value, an entity shall recognize an impairment loss in an amount equal to that excess. ASC 985-20 requires the unamortized capitalized costs of a computer software product be compared to the net realizable value of that product. The amount by which the unamortized capitalized costs of a computer software product exceed the net realizable value of that asset shall be written off.

During the third quarter of fiscal 2019, the Company concluded it had a triggering event requiring assessment of impairment for certain of its long-lived assets in conjunction with the plans to dispose of a business within its Global Products segment that met the criteria to be classified as held for sale. Assets and liabilities held for sale are required to be recorded at the lower of carrying value or fair value less any costs to sell. Accordingly, the Company recorded an impairment charge of $235 million within restructuring and impairment costs in the consolidated statements of income in the third quarter of fiscal 2019 to write down the carrying value of the assets held for sale to fair value less any costs to sell. The inputs utilized in the analyses are classified as Level 3 inputs within the fair value hierarchy as defined in ASC 820, "Fair Value Measurement."

In the first quarter of fiscal 2018, the Company concluded it had a triggering event requiring assessment of impairment for certain of its long-lived assets in conjunction with its restructuring actions announced in fiscal 2018. As a result, the Company reviewed the long-lived assets for impairment and recorded $28 million of asset impairment charges within restructuring and impairment costs in the consolidated statements of income. Of the total impairment charges, $23 million related to the Global Products segment and $5 million related to Corporate assets. In addition, the Company recorded $2 million of asset impairments within discontinued operations related to the Power Solutions segment in the first quarter of fiscal 2018. Refer to Note 8, "Significant Restructuring and Impairment Costs," of the notes to consolidated financial statements for additional information. The impairments were measured under a market approach utilizing an appraisal to determine fair values of the impaired assets. This method is consistent with the methods the Company employed in prior periods to value other long-lived assets. The inputs utilized in the analyses are classified as Level 3 inputs within the fair value hierarchy as defined in ASC 820, "Fair Value Measurement."

At June 30, 2019 and 2018, the Company concluded it did not have any other triggering events requiring assessment of impairment of its long-lived assets.


39

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

18.
Segment Information

ASC 280, "Segment Reporting," establishes the standards for reporting information about segments in financial statements. In applying the criteria set forth in ASC 280, the Company has determined that it has four reportable segments for financial reporting purposes.

•
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.

During the first quarter of fiscal 2019, the Company determined that the Power Solutions business met the criteria to be classified as a discontinued operation, which required retrospective application to financial information for all periods presented. Refer to Note 4, "Discontinued Operations," of the notes to consolidated financial statements for further information regarding the Company's discontinued operations.

On October 1, 2018, the Company adopted ASU No. 2016-01, "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities." The new standard requires the mark-to-market of marketable securities investments previously recorded within accumulated other comprehensive income on the statement of financial position be recorded in the statement of income on a prospective basis beginning as of the adoption date. As these restricted investments do not relate to the underlying operating performance of its business, the Company’s definition of segment earnings excludes the mark-to-market adjustments beginning in the first quarter of fiscal 2019.

Management evaluates the performance of its business segments primarily on segment earnings before interest, taxes and amortization ("EBITA"), which represents 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 the net mark-to-market adjustments related to pension and postretirement plans and restricted asbestos investments.


40

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

Financial information relating to the Company’s reportable segments is as follows (in millions):
 
Net Sales
 
Three Months Ended
June 30,
 
Nine Months Ended
June 30,
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
Building Solutions North America
$
2,327

 
$
2,246

 
$
6,630

 
$
6,355

Building Solutions EMEA/LA
922

 
926

 
2,707

 
2,748

Building Solutions Asia Pacific
691

 
681

 
1,932

 
1,864

Global Products
2,511

 
2,429

 
6,425

 
6,250

   Total net sales
$
6,451

 
$
6,282

 
$
17,694

 
$
17,217

 
Segment EBITA
 
Three Months Ended
June 30,
 
Nine Months Ended
June 30,
 
2019
 
2018
 
2019
 
2018
 
 
 
 
 
 
 
 
Building Solutions North America
$
300

 
$
314

 
$
807

 
$
780

Building Solutions EMEA/LA
101

 
96

 
258

 
242

Building Solutions Asia Pacific
98

 
97

 
240

 
242

Global Products
333

 
435

 
774

 
949

      Total segment EBITA
$
832

 
$
942

 
$
2,079

 
$
2,213

 
 
 
 
 
 
 
 
Corporate expenses
$
70

 
$
(142
)
 
$
(233
)
 
$
(442
)
Amortization of intangible assets
(93
)
 
(98
)
 
(288
)
 
(282
)
Restructuring and impairment costs
(235
)
 
—

 
(235
)
 
(154
)
Net mark-to-market adjustments
9

 
—

 
8

 
—

Net financing charges
(119
)
 
(95
)
 
(302
)
 
(304
)
Income from continuing operations
   before income taxes
$
464

 
$
607

 
$
1,029

 
$
1,031



19.
Guarantees

Certain of the Company's subsidiaries at the business segment level have guaranteed the performance of third-parties and provided financial guarantees for uncompleted work and financial commitments. The terms of these guarantees vary with end dates ranging from the current fiscal year through the completion of such transactions and would typically be triggered in the event of nonperformance. Performance under the guarantees, if required, would not have a material effect on the Company's financial position, results of operations or cash flows.

The Company offers warranties to its customers depending upon the specific product and terms of the customer purchase agreement. A typical warranty program requires that the Company replace defective products within a specified time period from the date of sale. The Company records an estimate for future warranty-related costs based on actual historical return rates and other known factors. Based on analysis of return rates and other factors, the Company’s warranty provisions are adjusted as necessary. The Company monitors its warranty activity and adjusts its reserve estimates when it is probable that future warranty costs will be different than those estimates.

The Company’s product warranty liability for continuing operations is recorded in the consolidated statements of financial position in deferred revenue or other current liabilities if the warranty is less than one year and in other noncurrent liabilities if the warranty extends longer than one year.


41

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

The changes in the carrying amount of the Company’s total product warranty liability for continuing operations, including extended warranties for which deferred revenue is recorded, for the nine months ended June 30, 2019 and 2018 were as follows (in millions):
 
Nine Months Ended
June 30,
 
2019
 
2018
 
 
 
 
Balance at beginning of period
$
315

 
$
323

Accruals for warranties issued during the period
85

 
73

Accruals from acquisition and divestitures
2

 
1

Accruals related to pre-existing warranties
(20
)
 
(21
)
Settlements made (in cash or in kind) during the period
(79
)
 
(67
)
Currency translation
1

 
—

Balance at end of period
$
304

 
$
309



As a result of the Tyco merger in the fourth quarter of fiscal 2016, the Company recorded, as part of the acquired liabilities of Tyco, $290 million of post sale contingent tax indemnification liabilities. The liabilities are recorded at fair value and relate to certain tax related matters borne by the buyer of previously divested subsidiaries of Tyco which Tyco has indemnified certain parties and the amounts are probable of being paid. At September 30, 2018, the Company recorded liabilities of $255 million, of which $235 million was related to prior divested businesses and the remainder relates to Tyco’s tax sharing agreements from its 2007 and 2012 spin-off transactions. These are certain guarantees or indemnifications extended among Tyco, Medtronic, TE Connectivity, ADT and Pentair in accordance with the terms of the 2007 and 2012 separation and tax sharing agreements. In the third quarter of fiscal 2019, the majority of tax indemnification liabilities were resolved including a $226 million release as a result of changes to the likelihood of payments due to the expiration of certain statute of limitations.

20.
Commitments and Contingencies

Environmental Matters

The Company accrues for potential environmental liabilities when it is probable a liability has been incurred and the amount of the liability is reasonably estimable. As of June 30, 2019, reserves for environmental liabilities for continuing operations totaled $163 million, of which $52 million was recorded within other current liabilities and $111 million was recorded within other noncurrent liabilities in the consolidated statements of financial position. Reserves for environmental liabilities for continuing operations totaled $37 million at September 30, 2018, of which $10 million was recorded within other current liabilities and $27 million was recorded within other noncurrent liabilities in the consolidated statements of financial position.

Tyco Fire Products L.P. (“Tyco Fire Products”), in coordination with the Wisconsin Department of Natural Resources ("WDNR"), has been conducting an environmental assessment of its Fire Technology Center ("FTC") located in Marinette, Wisconsin and surrounding areas in the City of Marinette and Town of Peshtigo, Wisconsin. In connection with the assessment, perfluorooctane sulfonate ("PFOS") and perfluorooctanoic acid ("PFOA") and/or other per- and poly fluorinated substances ("PFAS") have been detected at the FTC and in groundwater and surface water outside of the boundaries of the FTC. Tyco Fire Products continues to investigate the extent of potential migration of these compounds and is working closely with WDNR to address these issues insofar as they related to this migration.

The increase in reserves as of June 30, 2019 includes $140 million related to remediation efforts to be undertaken to address contamination relating to fire-fighting foams containing PFAS compounds at or near the FTC, as well as the continued remediation of arsenic and other contaminants at the Tyco Fire Products Stanton Street manufacturing facility also located in Marinette, Wisconsin (the “Stanton Street Facility”). The Company is not able to estimate a possible loss or range of loss in excess of the established accruals at this time.

A substantial portion of the increased reserves relates to remediation resulting from the use of fire-fighting foams containing PFAS at the FTC. The use of fire-fighting foams at the FTC was primarily for training and testing purposes in order to ensure

42

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

that such products sold by the Company’s affiliates, Chemguard, Inc. ("Chemguard") and Tyco Fire Products, were effective at suppressing high intensity fires that may occur at military installations, airports or elsewhere. The reserve was recorded in the quarter ended June 30, 2019 following a comprehensive review by independent environmental consultants related to the presence of PFAS at or near the FTC, as well as remediation discussions with the WDNR.

Tyco Fire Products has been engaged in remediation activities at the Stanton Street Facility since 1990. Its corporate predecessor, Ansul Incorporated (“Ansul”) manufactured arsenic-based agricultural herbicides at the Stanton Street Facility, which resulted in significant arsenic contamination of soil and groundwater on the site and in parts of the adjoining Menominee River. In 2009, Ansul entered into an Administrative Consent Order (the "Consent Order") with the U.S. Environmental Protection Agency to address the presence of arsenic at the site. Under this agreement, Tyco Fire Products’ principal obligations are to contain the arsenic contamination on the site, pump and treat on-site groundwater, dredge, treat and properly dispose of contaminated sediments in the adjoining river areas, and monitor contamination levels on an ongoing basis. Activities completed under the Consent Order since 2009 include the installation of a subsurface barrier wall around the facility to contain contaminated groundwater, the installation of a groundwater extraction and treatment system and the dredging and offsite disposal of treated river sediment. The increase in the reserve related to the Stanton Street Facility was recorded following a further review of the Consent Order, which resulted in the identification of several structural upgrades needed to preserve the effectiveness of prior remediation efforts.

Potential environmental liabilities accrued by the Company do not take into consideration possible recoveries of future insurance proceeds. They do, however, take into account the likely share other parties will bear at remediation sites. It is difficult to estimate the Company’s ultimate level of liability at many remediation sites due to the large number of other parties that may be involved, the complexity of determining the relative liability among those parties, the uncertainty as to the nature and scope of the investigations and remediation to be conducted, the uncertainty in the application of law and risk assessment, the various choices and costs associated with diverse technologies that may be used in corrective actions at the sites, and the often quite lengthy periods over which eventual remediation may occur. It is possible that technological, regulatory or enforcement developments, the results of additional environmental studies or other factors could change the Company's expectations with respect to future charges and cash outlays, and such changes could be material to the Company's future results of operations, financial condition or cash flows. Nevertheless, the Company does not currently believe that any claims, penalties or costs in addition to the amounts accrued will have a material adverse effect on the Company’s financial position, results of operations or cash flows. In addition, the Company has identified asset retirement obligations for environmental matters that are expected to be addressed at the retirement, disposal, removal or abandonment of existing owned facilities. At June 30, 2019 and September 30, 2018, the Company recorded conditional asset retirement obligations for continuing operations of $30 million and $29 million, respectively.

Asbestos Matters

The Company and certain of its subsidiaries, along with numerous other third parties, are named as defendants in personal injury lawsuits based on alleged exposure to asbestos containing materials. These cases have typically involved product liability claims based primarily on allegations of manufacture, sale or distribution of industrial products that either contained asbestos or were used with asbestos containing components.

As of June 30, 2019, the Company's estimated asbestos related net liability recorded on a discounted basis within the Company's consolidated statements of financial position was $167 million. The net liability within the consolidated statements of financial position was comprised of a liability for pending and future claims and related defense costs of $538 million, of which $55 million was recorded in other current liabilities and $483 million was recorded in other noncurrent liabilities. The Company also maintained separate cash, investments and receivables related to insurance recoveries within the consolidated statements of financial position of $371 million, of which $49 million was recorded in other current assets, and $322 million was recorded in other noncurrent assets. Assets included $16 million of cash and $272 million of investments, which have all been designated as restricted. In connection with the recognition of liabilities for asbestos-related matters, the Company records asbestos-related insurance recoveries that are probable; the amount of such recoveries recorded at June 30, 2019 was $83 million. As of September 30, 2018, the Company's estimated asbestos related net liability recorded on a discounted basis within the Company's consolidated statements of financial position was $173 million. The net liability within the consolidated statements of financial position was comprised of a liability for pending and future claims and related defense costs of $550 million, of which $55 million was recorded in other current liabilities and $495 million was recorded in other noncurrent liabilities. The

43

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

Company also maintained separate cash, investments and receivables related to insurance recoveries within the consolidated statements of financial position of $377 million, of which $33 million was recorded in other current assets, and $344 million was recorded in other noncurrent assets. Assets included $6 million of cash and $281 million of investments, which have all been designated as restricted. In connection with the recognition of liabilities for asbestos-related matters, the Company records asbestos-related insurance recoveries that are probable; the amount of such recoveries recorded at September 30, 2018 was $90 million.

The Company's estimate of the liability and corresponding insurance recovery for pending and future claims and defense costs is based on the Company's historical claim experience, and estimates of the number and resolution cost of potential future claims that may be filed and is discounted to present value from 2068 (which is the Company's reasonable best estimate of the actuarially determined time period through which asbestos-related claims will be filed against Company affiliates). Asbestos related defense costs are included in the asbestos liability. The Company's legal strategy for resolving claims also impacts these estimates. The Company considers various trends and developments in evaluating the period of time (the look-back period) over which historical claim and settlement experience is used to estimate and value claims reasonably projected to be made through 2068. At least annually, the Company assesses the sufficiency of its estimated liability for pending and future claims and defense costs by evaluating actual experience regarding claims filed, settled and dismissed, and amounts paid in settlements. In addition to claims and settlement experience, the Company considers additional quantitative and qualitative factors such as changes in legislation, the legal environment, and the Company's defense strategy. The Company also evaluates the recoverability of its insurance receivable on an annual basis. The Company evaluates all of these factors and determines whether a change in the estimate of its liability for pending and future claims and defense costs or insurance receivable is warranted.

The amounts recorded by the Company for asbestos-related liabilities and insurance-related assets are based on the Company's strategies for resolving its asbestos claims, currently available information, and a number of estimates and assumptions. Key variables and assumptions include the number and type of new claims that are filed each year, the average cost of resolution of claims, the identity of defendants, the resolution of coverage issues with insurance carriers, amount of insurance, and the solvency risk with respect to the Company's insurance carriers. Many of these factors are closely linked, such that a change in one variable or assumption will impact one or more of the others, and no single variable or assumption predominately influences the determination of the Company's asbestos-related liabilities and insurance-related assets. Furthermore, predictions with respect to these variables are subject to greater uncertainty in the later portion of the projection period. Other factors that may affect the Company's liability and cash payments for asbestos-related matters include uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, reforms of state or federal tort legislation and the applicability of insurance policies among subsidiaries. As a result, actual liabilities or insurance recoveries could be significantly higher or lower than those recorded if assumptions used in the Company's calculations vary significantly from actual results.

Insurable Liabilities

The Company records liabilities for its workers' compensation, product, general, property and auto liabilities. The determination of these liabilities and related expenses is dependent on claims experience. For most of these liabilities, claims incurred but not yet reported are estimated by utilizing actuarial valuations based upon historical claims experience. At June 30, 2019 and September 30, 2018, the insurable liabilities totaled $451 million and $417 million, respectively, of which $118 million and $95 million was recorded within other current liabilities, $22 million and $22 million was recorded within accrued compensation and benefits, and $311 million and $300 million was recorded within other noncurrent liabilities in the consolidated statements of financial position, respectively. The Company records receivables from third party insurers when recovery has been determined to be probable. The amount of such receivables recorded at June 30, 2019 and September 30, 2018 were $26 million, of which $6 million was recorded within other current assets and $20 million was recorded within other noncurrent assets, respectively. The Company maintains captive insurance companies to manage its insurable liabilities.

Aqueous Film-Forming Foam ("AFFF") Litigation

Two of our subsidiaries, Chemguard and Tyco Fire Products, have been named, along with other defendant manufacturers, in a number of class action and other lawsuits relating to the use of fire-fighting foam products by the U.S. Department of Defense (the "DOD") and others for fire suppression purposes and related training exercises. Plaintiffs generally allege that the

44

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

firefighting foam products manufactured by defendants contain or break down into the chemicals PFOS and PFOA and/or other PFAS compounds and that the use of these products by others at various airbases, airports and other sites resulted in the release of these chemicals into the environment and ultimately into communities’ drinking water supplies neighboring those airports, airbases and other sites. PFOA, PFOS, and other PFAS compounds are being studied by the United States Environmental Protection Agency ("EPA") and other environmental and health agencies and researchers. The EPA has not issued regulatory limits, however; while those studies continue, the EPA has issued a health advisory level for PFOA and PFOS in drinking water. Both PFOA and PFOS are types of synthetic chemical compounds that have been present in firefighting foam. However, both are also present in many existing consumer products. According to EPA, PFOA and PFOS have been used to make carpets, clothing, fabrics for furniture, paper packaging for food and other materials (e.g., cookware) that are resistant to water, grease or stains.
Plaintiffs generally seek compensatory damages, including damages for alleged personal injuries, medical monitoring, and alleged diminution in property values, and also seek punitive damages and injunctive relief to address remediation of the alleged contamination. 

In September of 2018, the Company filed a Petition for Multidistrict Litigation with the United States Judicial Panel on Multidistrict Litigation (“JPML”) seeking to consolidate all existing and future federal cases into one jurisdiction. On December 7, 2018, the JPML issued an order transferring various AFFF cases to a multi-district litigation (“MDL”) before the United States District Court for the District of South Carolina. Additional cases have been identified for transfer to the MDL.

AFFF Putative Class Actions

Chemguard and Tyco Fire Products are named in 23 putative class actions in federal and state courts in Colorado, Delaware, Florida, Massachusetts, New York, Pennsylvania, Washington New Hampshire, and Michigan. Each of these cases has been transferred to the MDL. The following putative class actions were filed in fiscal year 2019:

•
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.

AFFF Individual or Mass Actions

There are approximately 60 individual or “mass” actions pending in federal court in Colorado (41 cases), New York (4 cases), Pennsylvania (11 cases), New Mexico (2 cases) and South Carolina (2 cases) against Chemguard and Tyco Fire Products and other defendants in which the plaintiffs generally seek compensatory damages, including damages for alleged personal injuries, medical monitoring, and alleged diminution in property values. The cases involve approximately 7,000 plaintiffs in Colorado, approximately 126 plaintiffs in New York, 15 plaintiffs in Pennsylvania and two plaintiffs in New Mexico. These matters have been transferred to or directly-filed in the MDL. The Company is also on notice of approximately 660 other possible individual product liability claims and three possible municipal claims by filings made in Pennsylvania state court, but complaints have not been filed in those matters, but the Company anticipates that they soon will be.


45

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

AFFF Municipal Cases

Chemguard and Tyco Fire Products are also defendants in 23 cases in federal and state courts involving municipal or water provider plaintiffs in Alaska, Arizona, Florida, Massachusetts, New Jersey, New York, Maryland, Ohio and South Carolina. These municipal plaintiffs generally allege that the use of the defendants’ fire-fighting foam products at fire training academies, municipal airports, Air National Guard bases, or Navy bases released PFOS and PFOA into public water supply wells, allegedly requiring remediation of public property. All of these cases have been transferred to the MDL. The following municipal actions were filed in fiscal year 2019:

•
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.

In May 2018, the Company was also notified by the Widefield Water and Sanitation District in Colorado Springs, Colorado that it may assert claims regarding its remediation costs in connection with PFOS and PFOA contamination allegedly resulting from the use of those products at the Peterson Air Force Base. In addition, three water districts in Pennsylvania, Horsham Water and Sewer Authority, Warminster Municipal Authority, and Warrington Township have filed praecipes for summons against Chemguard and Tyco Fire Products and other AFFF manufacturers relating to alleged PFOS and PFOA contamination. These praecipes are not active suits, but have the effect of tolling the statute of limitations.


46

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

State Attorneys General Litigation related to AFFF

In June 2018, the State of New York filed a lawsuit in New York state court (State of New York v. The 3M Company et al., No. 904029-18 (N.Y. Sup. Ct., Albany County)) against a number of manufacturers, including affiliates of the Company, with respect to alleged PFOS and PFOA contamination purportedly resulting from firefighting foams used at locations across New York, including Stewart Air National Guard Base in Newburgh and Gabreski Air National Guard Base in Southampton, Plattsburgh Air Force Base in Plattsburgh, Griffiss Air Force Base in Rome, and unspecified “other” sites throughout the State. The lawsuit seeks to recover costs and natural resource damages associated with contamination at these sites. This suit has been removed to the United States District Court for the Northern District of New York and transferred to the MDL.

In February 2019, the State of New York filed a second lawsuit in New York state court (State of New York v. The 3M Company et al., (N.Y. Sup. Ct., Albany County)), against a number of manufacturers, including affiliates of the Company, with respect to alleged PFOS and PFOA contamination purportedly resulting from firefighting foams used at additional locations across New York. This suit has been removed to the United States District Court for the Northern District of New York and tagged for transfer to the MDL. In July 2019, the State of New York filed a third lawsuit in New York state court (State of New York v. The 3M Company et al., (N.Y. Sup. Ct., Albany County)), against a number of manufacturers, including affiliates of the Company, with respect to alleged PFOS and PFOA contamination purportedly resulting from firefighting foams used at further additional locations across New York. This third complaint has not been served.

In January 2019, the State of Ohio filed a lawsuit in Ohio state court (State of Ohio v. The 3M Company et al., No. G-4801-CI-021804752 -000 (Court of Common Pleas of Lucas County, Ohio)) against a number of manufacturers, including affiliates of the Company, with respect to PFOS and PFOA contamination allegedly resulting from the use of firefighting foams at various specified and unspecified locations across Ohio. The lawsuit seeks to recover costs and natural resource damages associated with the contamination. This lawsuit has been removed to the United States District Court for the Northern District of Ohio and transferred to the MDL.

In addition, in May and June 2019, three other states filed lawsuits in their respective state courts against a number of manufacturers, including affiliates of the Company, with respect to PFOS and PFOA contamination allegedly resulting from the use of firefighting foams at various specified and unspecified locations across their jurisdictions (State of New Hampshire v. The 3M Company et al.; State of Vermont v. The 3M Company et al.; State of New Jersey v. The 3M Company et al.). The State of New Jersey action has been removed to the United State District Court for the District of New Jersey and tagged for transfer to the MDL. The State of Vermont and State of New Hampshire actions were recently served.

AFFF Matters Related to the Tyco Fire Products Fire Technology Center in Marinette, Wisconsin

Tyco Fire Products and Chemguard are defendants in one lawsuit in Marinette County, Wisconsin alleging damages due to the historical use of AFFF products at Tyco’s Fire Technology Center in Marinette, Wisconsin. The putative class action, Joan & Richard Campbell for themselves and on behalf of other similarly situated v. Tyco Fire Products LP and Chemguard Inc., et al. (Marinette County Circuit Court, filed Dec. 17, 2018) alleges PFOA/PFOS contaminated groundwater migrated off Tyco’s property and into residential drinking water wells causing both personal injuries and property damage to the plaintiffs; Tyco and Chemguard removed this case to the United States District Court for the Eastern District of Wisconsin and it has been transferred to the MDL. A second lawsuit, Duane and Janell Goldsmith individually and on behalf of H.G. and K.G v. Tyco Fire Products LP and Chemguard Inc., et al. (Marinette County Circuit Court, filed Dec. 17, 2018) was also filed by a family alleging personal injuries due to contaminated groundwater; this case has been dismissed without prejudice.

The Company is vigorously defending the above AFFF matters and believes that it has meritorious defenses to class certification and the claims asserted. However, there are numerous factual and legal issues to be resolved in connection with these claims, and it is extremely difficult to predict the outcome or ultimate financial exposure, if any, represented by these matters, but there can be no assurance that any such exposure will not be material. The Company is also pursuing insurance coverage for these matters.


47

Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2019
(unaudited)

Bosch Litigation

On March 15, 2019, a German subsidiary of the Company received a complaint from Robert Bosch GmbH (“Bosch”), filed in a German court. The complaint relates to an automotive starter batteries joint venture in which the Company and Bosch were 80/20 parties to this joint venture. At the time the complaint was filed, JCI’s ownership interest in the joint venture was to be transferred to entities controlled by the Purchaser upon consummation of the previously announced sale of the Company’s Power Solutions business.

The complaint alleges that certain internal Company reorganization transactions were not in compliance with the arrangements relating to such joint venture. The complaint seeks a declaration that such internal reorganization transactions are void. In the alternative, the complaint seeks a declaration of damages that represent an alleged difference between (i) the value ascribed to the joint venture interests in connection with the Power Solutions sale and (ii) the value that was assigned to those interests in connection with such internal reorganization transactions. The Company believes that it has several strong defenses to the substance of the complaint and that the complaint substantially overstates any reasonable valuation of the joint venture interests. The Company does not believe the complaint has merit, and intends to defend it vigorously. While litigation is inherently uncertain, the Company believes that any ultimate liability that may arise from this proceeding would be immaterial to its business, financial condition and results of operations.
 
Under the previously announced Stock and Asset Purchase Agreement dated November 13, 2018 between the Company and the Purchaser, the Company has agreed to indemnify the Purchaser for any damages that could arise from this litigation.

Other Matters

The Company is involved in various lawsuits, claims and proceedings incident to the operation of its businesses, including those pertaining to product liability, environmental, safety and health, intellectual property, employment, commercial and contractual matters, and various other casualty matters. Although the outcome of litigation cannot be predicted with certainty and some lawsuits, claims or proceedings may be disposed of unfavorably to us, it is management’s opinion that none of these will have a material adverse effect on the Company’s financial position, results of operations or cash flows. Costs related to such matters were not material to the periods presented.

21.
Related Party Transactions

In the ordinary course of business, the Company enters into transactions with related parties, such as equity affiliates. Such transactions consist of facility management services, the sale or purchase of goods and other arrangements.

The net sales to and purchases from related parties included in the consolidated statements of income for continuing operations were $65 million and $27 million, respectively, for the three months ended June 30, 2019; and $65 million and $19 million, respectively, for the three months ended June 30, 2018. The net sales to and purchases from related parties included in the consolidated statements of income for continuing operations were $162 million and $57 million, respectively, for the nine months ended June 30, 2019; and $169 million and $43 million, respectively, for the nine months ended June 30, 2018.

The following table sets forth the amount of accounts receivable due from and payable to related parties in the consolidated statements of financial position for continuing operations (in millions):
 
 
June 30, 2019
 
September 30, 2018

 
 
 
 
 
Receivable from related parties
 
$
55

 
$
36

Payable to related parties
 
8

 
18



48


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statements for Forward-Looking Information

Unless otherwise indicated, references to "Johnson Controls," the "Company," "we," "our" and "us" in this Quarterly Report on Form 10-Q refer to Johnson Controls International plc and its consolidated subsidiaries.

The Company has made statements in this document that are forward-looking and therefore are subject to risks and uncertainties. All statements in this document other than statements of historical fact are, or could be, "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In this document, statements regarding Johnson Controls' future financial position, sales, costs, earnings, cash flows, other measures of results of operations, synergies and integration opportunities, capital expenditures and debt levels are forward-looking statements. Words such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," "should," "forecast," "project" or "plan" and terms of similar meaning are also generally intended to identify forward-looking statements. However, the absence of these words does not mean that a statement is not forward-looking. Johnson Controls cautions that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond Johnson Controls’ control, that could cause Johnson Controls’ actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, risks related to: any delay or inability of Johnson Controls to realize the expected benefits and synergies of recent portfolio transactions such as the merger with Tyco and the spin-off of Adient, changes in tax laws (including but not limited to the recently enacted Tax Cuts and Jobs Act), regulations, rates, policies or interpretations, the loss of key senior management, the tax treatment of recent portfolio transactions, significant transaction costs and/or unknown liabilities associated with such transactions, the outcome of actual or potential litigation relating to such transactions, the risk that disruptions from recent transactions will harm Johnson Controls’ business, the strength of the U.S. or other economies, changes to laws or policies governing foreign trade, including increased tariffs or trade restrictions, automotive vehicle production levels, mix and schedules, energy and commodity prices, the availability of raw materials and component products, currency rates and cancellation of or changes to commercial arrangements, and with respect to the disposition of the Power Solutions business, whether the strategic benefits of the Power Solutions transaction can be achieved. A detailed discussion of risks related to Johnson Controls' business is included in the section entitled "Risk Factors" in Johnson Controls' Annual Report on Form 10-K for the year ended September 30, 2018 filed with the United States Securities and Exchange Commission ("SEC") on November 20, 2018, and its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 filed with the SEC on May 3, 2019, which is available at www.sec.gov and www.johnsoncontrols.com under the "Investors" tab. Shareholders, potential investors and others should consider these factors in evaluating the forward-looking statements and should not place undue reliance on such statements. The forward-looking statements included in this document are made only as of the date of this document, unless otherwise specified, and, except as required by law, Johnson Controls assumes no obligation, and disclaims any obligation, to update such statements to reflect events or circumstances occurring after the date of this document.

Overview

Johnson Controls International plc, headquartered in Cork, Ireland, is a global diversified technology and multi industrial leader serving a wide range of customers in more than 150 countries. The Company creates intelligent buildings, efficient energy solutions and integrated infrastructure that work seamlessly together to deliver on the promise of smart cities and communities. The Company is committed to helping its customers win and creating greater value for all of its stakeholders through its strategic focus on buildings.

Johnson Controls was originally incorporated in the state of Wisconsin in 1885 as Johnson Electric Service Company to manufacture, install and service automatic temperature regulation systems for buildings. The Company was renamed to Johnson Controls, Inc. in 1974. In 2005, the Company acquired York International, a global supplier of heating, ventilating, air-conditioning and refrigeration equipment and services. In 2014, the Company acquired Air Distribution Technologies, Inc. ("ADTi"), one of the largest independent providers of air distribution and ventilation products in North America. On October 1, 2015, the Company formed a joint venture with Hitachi to expand its building product offerings.

In the fourth quarter of fiscal 2016, Johnson Controls, Inc. ("JCI Inc.") and Tyco completed their combination, with JCI Inc. merging with a wholly owned, indirect subsidiary of Tyco (the "Merger"). Following the Merger, Tyco changed its name to “Johnson Controls International plc” and JCI Inc. is a wholly-owned subsidiary of Johnson Controls International plc. The Merger was accounted for as a reverse acquisition using the acquisition method of accounting in accordance with Accounting Standards Codification ("ASC") 805, "Business Combinations." JCI Inc. was the accounting acquirer for financial reporting purposes.

49


Accordingly, the historical consolidated financial statements of JCI Inc. for periods prior to this transaction are considered to be the historic financial statements of the Company.

The Company is a global market leader in engineering, developing, manufacturing and installing building products and systems around the world, including heating, ventilating, air-conditioning ("HVAC") equipment, HVAC controls, energy-management systems, security systems, fire detection systems and fire suppression solutions. The Company further serves customers by providing technical services (in the HVAC, security and fire-protection space), energy-management consulting and data-driven solutions via its data-enabled business. Finally, the Company has a strong presence in the North American residential air conditioning and heating systems market and is a global market leader in industrial refrigeration products.

On November 13, 2018, the Company entered into a Stock and Asset Purchase Agreement (“Purchase Agreement”) with BCP Acquisitions LLC (“Purchaser”). The Purchaser is a newly-formed entity controlled by investment funds managed by Brookfield Capital Partners LLC. Pursuant to the Purchase Agreement, on the terms and subject to the conditions therein, the Company agreed to sell, and Purchaser agreed to acquire, the Company’s Power Solutions business for a purchase price of $13.2 billion. The transaction closed on April 30, 2019 with net cash proceeds of $11.6 billion after tax and transaction-related expenses.

During the first quarter of fiscal 2019, the Company determined that its Power Solutions business met the criteria to be classified as a discontinued operation and, as a result, Power Solutions' historical financial results are reflected in the Company's consolidated financial statements as a discontinued operation, and assets and liabilities were retrospectively reclassified as assets and liabilities held for sale.

The following information should be read in conjunction with the September 30, 2018 consolidated financial statements and notes thereto, along with management’s discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K for the year ended September 30, 2018 filed with the SEC on November 20, 2018. References in the following discussion and analysis to "Three Months"(or similar language) refer to the three months ended June 30, 2019 compared to the three months ended June 30, 2018, while "Year-to-Date" refers to the nine months ended June 30, 2019 compared to the nine months ended June 30, 2018.

Net Sales

Three Months Ended
June 30,
 
 
 
Nine Months Ended
June 30,


(in millions)
2019
 
2018
 
Change
 
2019
 
2018

Change

 
 
 
 
 
 








Net sales
$
6,451

 
$
6,282

 
3
%
 
$
17,694

 
$
17,217


3
%

The increase in consolidated net sales for the three months ended June 30, 2019 was due to higher organic sales ($349 million) and acquisitions ($5 million), partially offset by the unfavorable impact of foreign currency translation ($141 million) and lower sales due to business divestitures ($44 million). The increase in organic sales related to higher volumes across all segments. Excluding the impact of foreign currency translation and business acquisitions and divestitures, consolidated net sales increased 6% as compared to the prior year. Refer to the "Segment Analysis" below within Item 2 for a discussion of net sales by segment.

The increase in consolidated net sales for the nine months ended June 30, 2019 was due to higher organic sales ($1,007 million) and acquisitions ($18 million), partially offset by the unfavorable impact of foreign currency translation ($406 million) and lower sales due to business divestitures ($142 million). The increase in organic sales related to higher volumes across all segments. Excluding the impact of foreign currency translation and business acquisitions and divestitures, consolidated net sales increased 6% as compared to the prior year. Refer to the "Segment Analysis" below within Item 2 for a discussion of net sales by segment.


50


Cost of Sales / Gross Profit
 
Three Months Ended
June 30,
 
 
 
Nine Months Ended
June 30,
 
 
(in millions)
2019
 
2018
 
Change
 
2019
 
2018
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
$
4,307

 
$
4,194

 
3
%
 
$
11,981

 
$
11,607

 
3
%
Gross profit
2,144

 
2,088

 
3
%
 
5,713

 
5,610

 
2
%
% of sales
33.2
%
 
33.2
%
 
 
 
32.3
%
 
32.6
%
 
 

Cost of sales for the three month period ended June 30, 2019 increased as compared to the three month period ended June 30, 2018, and gross profit as a percentage of sales was unchanged. Foreign currency translation had a favorable impact on cost of sales of approximately $93 million. Refer to the "Segment Analysis" below within Item 2 for a discussion of segment earnings before interest, taxes and amortization ("EBITA") by segment.

Cost of sales for the nine month period ended June 30, 2019 increased as compared to the nine month period ended June 30, 2018, and gross profit as a percentage of sales decreased by 30 basis points. Gross profit increased due to higher volumes across all segments, partially offset by business divestitures and higher operating costs. Foreign currency translation had a favorable impact on cost of sales of approximately $270 million. Refer to the "Segment Analysis" below within Item 2 for a discussion of segment EBITA by segment.

Selling, General and Administrative Expenses
 
Three Months Ended
June 30,
 
 
 
Nine Months Ended
June 30,
 
 
(in millions)
2019
 
2018
 
Change
 
2019
 
2018
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
Selling, general and administrative
     expenses
$
1,388

 
$
1,441

 
-4
 %
 
$
4,284

 
$
4,250

 
1
%
% of sales
21.5
%
 
22.9
%
 
 
 
24.2
%
 
24.7
%
 
 

Selling, general and administrative expenses ("SG&A") for the three month period ended June 30, 2019 decreased 4% as compared to the three month period ended June 30, 2018. The decrease in SG&A was primarily due to productivity savings and costs synergies, net of incremental investments, and a current year tax indemnification reserve release, partially offset by a current year environmental charge. Foreign currency translation had a favorable impact on SG&A of $27 million. Refer to the "Segment Analysis" below within Item 2 for a discussion of segment EBITA by segment.

SG&A for the nine month period ended June 30, 2019 increased 1% as compared to the nine month period ended June 30, 2018. The increase in SG&A was primarily due to a $114 million gain on sale of the Scott Safety business in the Global Products segment in the prior year, and a current year environmental charge, partially offset by productivity savings and costs synergies, net of incremental investments, and a current year tax indemnification reserve release. Foreign currency translation had a favorable impact on SG&A of $82 million. Refer to the "Segment Analysis" below within Item 2 for a discussion of segment EBITA by segment.

Restructuring and Impairment Costs
 
Three Months Ended
June 30,
 
 
 
Nine Months Ended
June 30,
 
 
(in millions)
2019
 
2018
 
Change
 
2019
 
2018
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
Restructuring and impairment costs
$
235

 
$
—

 
*
 
$
235

 
$
154

 
53
%

* Measure not meaningful

Refer to Note 8, "Significant Restructuring and Impairment Costs," and Note 17, "Impairment of Long-Lived Assets," of the notes to consolidated financial statements for further disclosure related to the Company's restructuring plans and impairment costs.

51



Net Financing Charges

Three Months Ended
June 30,
 
 
 
Nine Months Ended
June 30,


(in millions)
2019
 
2018
 
Change
 
2019
 
2018
 
Change

 
 
 
 
 
 
 
 
 
 
 
Net financing charges
$
119

 
$
95

 
25
%
 
$
302

 
$
304

 
-1
 %

Refer to Note 11, "Debt and Financing Arrangements," of the notes to consolidated financial statements for further disclosure related to the Company's net financing charges.

Equity Income

Three Months Ended
June 30,
 
 
 
Nine Months Ended
June 30,


(in millions)
2019
 
2018
 
Change
 
2019
 
2018
 
Change

 
 
 
 
 
 
 
 
 
 
 
Equity income
$
62

 
$
55

 
13
%
 
$
137

 
$
129

 
6
%

The increase in equity income for the three months ended June 30, 2019 was primarily due to higher income at a certain partially-owned affiliate of the Johnson Controls - Hitachi joint venture. The increase in equity income for the nine months ended June 30, 2019 was primarily due to higher income at certain partially-owned affiliates within Building Solutions EMEA/LA segment and the Johnson Controls - Hitachi joint venture. Refer to the "Segment Analysis" below within Item 2 for a discussion of segment EBITA by segment.

Income Tax Provision
 
Three Months Ended
June 30,
 
 
 
Nine Months Ended
June 30,
 
 
(in millions)
2019
 
2018
 
Change
 
2019
 
2018
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
Income tax provision
$
239

 
$
61

 
*
 
$
394

 
$
314

 
25
%
Effective tax rate
52
%
 
10
%
 
 
 
38
%
 
30
%
 
 

* Measure not meaningful

In calculating the provision for income taxes, the Company uses an estimate of the annual effective tax rate based upon the facts and circumstances known at each interim period. On a quarterly basis, the actual effective tax rate is adjusted, as appropriate, based upon changed facts and circumstances, if any, as compared to those forecasted at the beginning of the fiscal year and each interim period thereafter.

The statutory tax rate in Ireland is being used as a comparison since the Company is domiciled in Ireland. For the three months ended June 30, 2019, the Company's effective tax rate for continuing operations was 52% and was higher than the statutory tax rate of 12.5% primarily due to a discrete tax charge related to newly enacted regulations related to U.S. Tax Reform, non-U.S. tax audit reserve adjustments and tax rate differentials, partially offset by a tax indemnification reserve release, the tax benefits of an asset held for sale impairment charge and continuing global tax planning initiatives. For the nine months ended June 30, 2019, the Company's effective tax rate for continuing operations was 38% and was higher than the statutory tax rate of 12.5% primarily due to valuation allowance adjustments as a result of tax law changes, a discrete tax charge related to newly enacted regulations related to U.S. Tax Reform, non-U.S. tax audit reserve adjustments, and tax rate differentials, partially offset by a tax indemnification reserve release, the tax benefits of an asset held for sale impairment charge and continuing global tax planning initiatives. For the three months ended June 30, 2018, the Company's effective tax rate for continuing operations was 10% and was lower than the statutory tax rate of 12.5% primarily due to the benefits of continuing global tax planning initiatives. For the nine months ended June 30, 2018, the Company's effective tax rate for continuing operations was 30% and was higher than the statutory tax rate of 12.5% primarily due to the discrete net impacts of U.S. Tax Reform, the tax impact of the divestiture of the Scott Safety business and tax rate differentials, partially offset by the benefits of continuing global tax planning initiatives and tax audit closures. The effective tax rate for the nine months ended June 30, 2019 increased as compared to the nine months ended June 30, 2018 primarily

52


due to the discrete tax items described below and tax planning initiatives. The global tax planning initiatives related primarily to foreign tax credit planning, global financing structures and alignment of our global business functions in a tax efficient manner.

On December 22, 2017, the “Tax Cuts and Jobs Act” (H.R. 1) was enacted and significantly revised U.S. corporate income tax by, among other things, lowering corporate income tax rates, imposing a one-time transition tax on deemed repatriated earnings of non-U.S. subsidiaries, and implementing a territorial tax system and various base erosion minimum tax provisions.

In connection with the Company’s analysis of the impact of the U.S. tax law changes, the Company recorded a provisional net tax charge of $108 million during fiscal 2018 consistent with guidance prescribed by Staff Accounting Bulletin 118. This provisional net tax charge arises from a benefit of $108 million due to the remeasurement of U.S. deferred tax assets and liabilities, offset by the Company’s tax charge relating to the one-time transition tax on deemed repatriated earnings, inclusive of all relevant taxes, of $216 million. The Company’s estimated benefit of the remeasurement of U.S. deferred tax assets and liabilities increased from $101 million as of December 31, 2017 to $108 million as of September 30, 2018 due to calculation refinement of the Company’s estimated impact. The Company remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21% or the blended fiscal 2018 rate of 24.5%. The Company’s tax charge for transition tax decreased from $305 million as of December 31, 2017 to $216 million as of September 30, 2018 due to further analysis of the Company’s post-1986 non-U.S. earnings and profits (“E&P”) previously deferred from U.S. federal taxation and refinement of the estimated impact of tax law changes. In the first quarter of fiscal 2019, the Company completed its analysis of all enactment-date income tax effects of the U.S. tax law change with no further adjustment to the provisional amounts recorded as of September 30, 2018.

In the third quarter of fiscal 2019, the Company recorded a discrete charge of $199 million related to newly enacted regulations related to U.S. Tax Reform which impacted the Company's reserves for uncertain tax positions.

In the third quarter of fiscal 2019, the Company recorded a discrete charge of $27 million related to non-U.S. tax examinations.

In the third quarter of fiscal 2019, the Company recorded a $235 million impairment charge related to assets held for sale. Refer to Note 17, "Impairment of Long-Lived Assets," of the notes to consolidated financial statements for further information regarding the impairment charge. The impairment charge generated a $53 million tax benefit.

In the third quarter of fiscal 2019, the Company released a $226 million tax indemnification reserve. Refer to Note 19, "Guarantees," of the notes to consolidated financial statements for further information regarding the reserve release. The reserve release generated no income tax expense.

In the first quarter of fiscal 2019, as a result of changes to U.S. tax law, the Company recorded a discrete tax charge of $76 million related to valuation allowances on certain U.S. deferred tax assets.

In the first quarter of fiscal 2018, tax audit resolutions resulted in a $25 million net benefit to income tax expense.

In the first quarter of fiscal 2018, the Company completed the sale of its Scott Safety business to 3M Company. Refer to Note 3, "Acquisitions and Divestitures," of the notes to consolidated financial statements for additional information. In connection with the sale, the Company recorded a pre-tax gain of $114 million and income tax expense of $30 million.

In the first quarter of fiscal 2018, the Company recorded $154 million of significant restructuring and impairment costs. Refer to Note 8, "Significant Restructuring and Impairment Costs," of the notes to consolidated financial statements for additional information. The restructuring costs generated a $23 million tax benefit, which reflects the Company’s current tax position in these jurisdictions.


53


Income From Discontinued Operations, Net of Tax

Three Months Ended
June 30,
 
 
 
Nine Months Ended
June 30,


(in millions)
2019
 
2018
 
Change
 
2019
 
2018

Change

 
 
 
 
 
 







Income from discontinued operations, net of tax
$
4,051

 
$
258

 
*
 
$
4,598

 
$
841

 
*

* Measure not meaningful

Refer to Note 4, "Discontinued Operations," of the notes to consolidated financial statements for further information regarding the Company's discontinued operations.

Income Attributable to Noncontrolling Interests

Three Months Ended
June 30,
 
 
 
Nine Months Ended
June 30,


(in millions)
2019
 
2018
 
Change
 
2019
 
2018

Change

 
 
 
 
 
 








Income from continuing operations
attributable to noncontrolling
interests
$
84

 
$
72

 
17
%
 
$
147

 
$
134

 
10
 %
Income from discontinued
    operations attributable to
    noncontrolling interests
—

 
9

 
*

 
24

 
33

 
-27
 %

* Measure not meaningful

The increase in income from continuing operations attributable to noncontrolling interests for the three and nine months ended June 30, 2019 was primarily due to higher net income at certain partially-owned affiliates within the Global Products segment.

Refer to Note 4, "Discontinued Operations," of the notes to consolidated financial statements for further information regarding the Company's discontinued operations.

Net Income Attributable to Johnson Controls
 
Three Months Ended
June 30,
 
 
 
Nine Months Ended
June 30,
 
 
(in millions)
2019
 
2018
 
Change
 
2019
 
2018
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to
    Johnson Controls
$
4,192

 
$
723

 
*
 
$
5,062

 
$
1,391

 
*

* Measure not meaningful

The increase in net income attributable to Johnson Controls for the three and nine months ended June 30, 2019 was primarily due to the gain on sale of the Power Solutions business and higher gross profit, partially offset by a non-cash impairment charge, and a higher income tax provision.

Diluted earnings per share attributable to Johnson Controls for the three months ended June 30, 2019 was $4.79 compared to $0.78 for the three months ended June 30, 2018. Diluted earnings per share attributable to Johnson Controls for the nine months ended June 30, 2019 was $5.61 compared to $1.49 for the nine months ended June 30, 2018.


54


Comprehensive Income Attributable to Johnson Controls
 
Three Months Ended
June 30,
 
 
 
Nine Months Ended
June 30,
 
 
(in millions)
2019
 
2018
 
Change
 
2019
 
2018
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive income
     attributable to Johnson Controls
$
4,097

 
$
169

 
*
 
$
4,969

 
$
1,056

 
*

* Measure not meaningful

The increase in comprehensive income attributable to Johnson Controls for the three months ended June 30, 2019 was due to higher net income attributable to Johnson Controls ($3,469 million) and an increase in other comprehensive income attributable to Johnson Controls ($459 million) resulting primarily from favorable currency translation adjustments. The year-over-year favorable foreign currency translation adjustments were primarily driven by the weakening of the British pound and euro currencies against the U.S. dollar in the prior year.

The increase in comprehensive income attributable to Johnson Controls for the nine months ended June 30, 2019 was due to higher net income attributable to Johnson Controls ($3,671 million) and an increase in other comprehensive income attributable to Johnson Controls ($242 million) resulting primarily from favorable currency translation adjustments. The year-over-year favorable foreign currency translation adjustments were primarily driven by the weakening of the British pound and euro currencies against the U.S. dollar in the prior year.
 
Segment Analysis

On October 1, 2018, the Company adopted Accounting Standards Update ("ASU") No. 2016-01, "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities." The new standard requires the mark-to-market of marketable securities investments previously recorded within accumulated other comprehensive income on the statement of financial position be recorded in the statement of income on a prospective basis beginning as of the adoption date. As these restricted investments do not relate to the underlying operating performance of its business, the Company’s definition of segment earnings excludes the mark-to-market adjustments beginning in the first quarter of fiscal 2019.

Management evaluates the performance of its business units based primarily on segment EBITA, which represents 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.

Net Sales
 
Three Months Ended
June 30,
 
 
 
Nine Months Ended
June 30,
 
 
(in millions)
2019
 
2018

Change
 
2019
 
2018
 
Change









 
 
 
 
 
 
Building Solutions North America
$
2,327

 
$
2,246

 
4
%
 
$
6,630

 
$
6,355

 
4
 %
Building Solutions EMEA/LA
922

 
926

 
- %

 
2,707

 
2,748

 
-1
 %
Building Solutions Asia Pacific
691

 
681

 
1
%
 
1,932

 
1,864

 
4
 %
Global Products
2,511

 
2,429

 
3
%
 
6,425

 
6,250

 
3
 %
 
$
6,451

 
$
6,282

 
3
%
 
$
17,694

 
$
17,217

 
3
 %

Three Months:

•
The increase in Building Solutions North America was due to higher volumes ($88 million), partially offset by the unfavorable impact of foreign currency translation ($7 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 ($54 million) and lower volumes due to business divestitures ($3 million), partially offset by higher volumes ($51 million)

55


and incremental sales related to a business acquisition ($2 million). The increase in volumes was primarily attributable to higher installation sales.

•
The increase in Building Solutions Asia Pacific was due to higher volumes ($40 million) and incremental sales related to a business acquisition ($1 million), partially offset by the unfavorable impact of foreign currency translation ($31 million). The increase in volumes was primarily attributable to higher installation sales.

•
The increase in Global Products was due to higher volumes ($170 million) and incremental sales related to business acquisitions ($2 million), partially offset by the unfavorable impact of foreign currency translation ($49 million) and lower volumes related to business divestitures ($41 million). The increase in volumes was across HVAC and refrigeration equipment, building management and specialty products businesses.

Year-to-Date:

•
The increase in Building Solutions North America was due to higher volumes ($300 million), partially offset by the unfavorable impact of foreign currency translation ($25 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 ($166 million) and lower volumes due to business divestitures ($3 million), partially offset by higher volumes ($124 million) and incremental sales related to a business acquisition ($4 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 ($142 million) and incremental sales related to a business acquisition ($1 million), partially offset by the unfavorable impact of foreign currency translation ($75 million). The increase in volumes was primarily attributable to higher installation / service sales.

•
The increase in Global Products was due to higher volumes ($441 million) and incremental sales related to business acquisitions ($13 million), partially offset by the unfavorable impact of foreign currency translation ($140 million) and lower volumes related to business divestitures ($139 million). The increase in volumes was primarily attributable to higher building management, HVAC and refrigeration equipment, and specialty products sales.

Segment EBITA
 
Three Months Ended
June 30,
 
 
 
Nine Months Ended
June 30,
 
 
(in millions)
2019
 
2018
 
Change
 
2019
 
2018
 
Change
 
 
 
 
 
 
 
 
 
 
 
 
Building Solutions North America
$
300

 
$
314

 
-4
 %
 
$
807

 
$
780

 
3
 %
Building Solutions EMEA/LA
101

 
96

 
5
 %
 
258

 
242

 
7
 %
Building Solutions Asia Pacific
98

 
97

 
1
 %
 
240

 
242

 
-1
 %
Global Products
333

 
435

 
-23
 %
 
774

 
949

 
-18
 %
 
$
832

 
$
942

 
-12
 %
 
$
2,079

 
$
2,213

 
-6
 %

Three Months:

•
The decrease in Building Solutions North America was due to higher SG&A, including incremental sales investments, and unfavorable mix ($31 million) and current year integration costs ($10 million), partially offset by favorable volumes ($23 million) and prior year integration costs ($4 million).

•
The increase in Building Solutions EMEA/LA was due to favorable volumes ($19 million), prior year integration costs ($2 million) and higher equity income ($1 million), partially offset by the unfavorable impact of foreign currency translation ($9 million), higher SG&A, including incremental sales investments ($6 million), and current year integration costs ($2 million).

•
The increase in Building Solutions Asia Pacific was due to higher volumes ($11 million), partially offset by higher SG&A, including incremental sales investments ($7 million), and the unfavorable impact of foreign currency translation ($3 million).

56



•
The decrease in Global Products was due to a current year environmental charge ($140 million), higher SG&A and operating expenses, including product investments, net of productivity savings ($10 million), the unfavorable impact of foreign currency translation ($9 million), current year integration costs ($8 million) and lower income due to business divestitures ($4 million). These items were partially offset by favorable volumes / mix ($57 million), prior year integration costs ($6 million) and higher equity income ($6 million).

Year-to-Date:

•
The increase in Building Solutions North America was due to favorable volumes ($78 million) and prior year integration costs ($18 million), partially offset by higher SG&A, including incremental sales investments, and unfavorable mix ($52 million), current year integration costs ($15 million) and the unfavorable impact of foreign currency translation ($2 million).

•
The increase in Building Solutions EMEA/LA was due to favorable volumes / mix ($36 million), prior year integration costs ($5 million), higher equity income ($4 million) and incremental income related to a business acquisition ($1 million), partially offset by the unfavorable impact of foreign currency translation ($26 million), current year integration costs ($3 million) and higher SG&A, including incremental sales investments ($1 million).

•
The decrease in Building Solutions Asia Pacific was due to unfavorable mix / margin rates ($20 million), higher SG&A, including incremental investments ($11 million) and the unfavorable impact of foreign currency translation ($7 million), partially offset by higher volumes ($36 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 a prior year insignificant gain on a business divestiture, net of productivity savings ($53 million), the unfavorable impact of foreign currency translation ($19 million), lower income due to business divestitures and acquisitions ($16 million) and current year integration costs ($16 million). These items were partially offset by favorable volumes / mix ($160 million), prior year integration costs ($21 million) and higher equity income ($2 million).

Backlog

The Company’s backlog relating to the Building Technologies & Solutions business is applicable to its sales of systems and services. At June 30, 2019, the backlog was $9.3 billion, of which $9.0 billion is attributable to the field business. The backlog amount outstanding at any given time is not necessarily indicative of the amount of revenue to be earned in the upcoming fiscal year.

In the first quarter of fiscal 2019, the Company adopted ASC 606, “Revenue from Contracts with Customers,” and as a result is required to disclose remaining performance obligations. At June 30, 2019, remaining performance obligations were $14.2 billion, which is $4.9 billion higher than the Company's backlog of $9.3 billion. Differences between the Company’s remaining performance obligations and backlog are primarily due to:

•
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.

The Company will continue to report backlog as it believes it is a useful measure of evaluating the Company's operational performance and relationship to total orders.


57


Liquidity and Capital Resources

Working Capital
 
June 30,
 
September 30,
 
 
(in millions)
2019
 
2018
 
Change
 
 
 
 
 
 
Current assets
$
13,042

 
$
11,823

 
 
Current liabilities
(9,242
)
 
(11,250
)
 
 
 
3,800

 
573

 
*

 
 
 
 
 
 
Less: Cash
(3,685
)
 
(185
)
 
 
Add: Short-term debt
20

 
1,306

 
 
Add: Current portion of long-term debt
501

 
1

 
 
Less: Assets held for sale
(95
)
 
(3,015
)
 
 
Add: Liabilities held for sale
46

 
1,791

 
 
Working capital (as defined)
$
587

 
$
471

 
25
%
 
 
 
 
 
 
Accounts receivable - net
$
6,033

 
$
5,622

 
7
%
Inventories
2,050

 
1,819

 
13
%
Accounts payable
3,671

 
3,407

 
8
%
 
 
 
 
 
 
* 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 June 30, 2019 as compared to September 30, 2018, was primarily due to an increase in accounts receivable due to organic sales growth, an increase in inventory to meet anticipated customer demand and timing of employee benefit payments, partially offset by an increase in accounts payable due to timing and mix of supplier payments, and an increase in other current liabilities.

•
The Company’s days sales in accounts receivable at June 30, 2019 and September 30, 2018 were 68 days. 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 June 30, 2019 were the same as the comparable period ended September 30, 2018.

•
Days in accounts payable at June 30, 2019 were 69 days, lower than 72 days at the comparable period ended September 30, 2018.


58


Cash Flows From Continuing Operations
 
 
Nine Months Ended June 30,
(in millions)
 
2019
 
2018
 
 
 
 
 
Cash provided by operating activities
 
$
711

 
$
697

Cash provided (used) by investing activities
 
(363
)
 
1,601

Cash used by financing activities
 
(9,500
)
 
(2,525
)
Capital expenditures
 
(401
)
 
(481
)

•
The increase in cash provided by operating activities for the nine months ended June 30, 2019 was primarily due favorable changes in other assets and higher partially-owned affiliate dividends, partially offset by unfavorable changes in accounts payable and accrued liabilities, and inventory.

•
The increase in cash used by investing activities for the nine months ended June 30, 2019 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 for the nine months ended June 30, 2019 was primarily due to higher stock repurchases and higher repayments of debt.

•
The decrease in capital expenditures for the nine months ended June 30, 2019 primarily is due to timing of capital investment spend in the current year.

Capitalization
 
June 30,
 
September 30,
 
 
(in millions)
2019
 
2018
 
Change
 
 
 
 
 
 
Short-term debt
$
20

 
$
1,306

 
 
Current portion of long-term debt
501

 
1

 
 
Long-term debt
6,804

 
9,623

 
 
Total debt
7,325

 
10,930

 
-33
 %
Less: cash and cash equivalents
3,685

 
185

 
 
Total net debt
3,640

 
10,745

 
-66
 %
 
 
 
 
 
 
Shareholders’ equity attributable to Johnson Controls
   ordinary shareholders
20,363

 
21,164

 
-4
 %
Total capitalization
$
24,003

 
$
31,909

 
-25
 %
 
 
 
 
 
 
Total net debt as a % of total capitalization
15.2
%
 
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 June 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 the remainder of fiscal 2019 will continue to be funded from operations, supplemented by short- and long-term borrowings, if required. The Company currently manages its short-term

59


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 June 30, 2019 and September 30, 2018. The Company also selectively makes use of short-term credit lines other than its revolving credit facility. The Company, as of June 30, 2019, could borrow up to $2.8 billion based on committed credit lines. In addition, the Company held cash and cash equivalents of $3.6 billion as of June 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 June 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 for the foreseeable future. None of the Company’s debt agreements limit access to stated borrowing levels or require accelerated repayment in the event of a decrease in the Company's credit rating.

•
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 2019, the Company believes the long-term rate of return will approximate 7.10%, 5.20% and 5.65% for U.S. pension, non-U.S. pension and postretirement plans, respectively. During the first nine months of fiscal 2019, the Company made approximately $51 million in total pension and postretirement contributions for continuing operations. In total, the Company expects to contribute approximately $55 million in cash to its defined benefit pension plans in fiscal 2019 for continuing operations. The Company expects to contribute $15 million in cash to its postretirement plans in fiscal 2019 for continuing operations.

•
The Company earns a significant amount of its operating income outside of the parent company. Outside basis differences in consolidated 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 adopted a territorial 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. The Company currently does not intend nor foresee a need to repatriate undistributed earnings or reduce outside basis differences other than as noted above or in tax efficient manners. 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 a tax efficient manner, 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.


60


•
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. For fiscal 2019, the savings, net of execution costs, are expected to be 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 $106 million at June 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 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 expects the annual benefit of these actions will be substantially realized in fiscal 2019. The restructuring action is expected to be substantially complete in fiscal 2019. The restructuring plan reserve balance of $69 million at June 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 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 Company currently estimates that upon completion of the restructuring action, the fiscal 2016 restructuring plan will reduce annual operating costs for continuing operations by approximately $127 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 fiscal 2019. The restructuring action is expected to be substantially complete in fiscal 2019. The restructuring plan reserve balance of $59 million at June 30, 2019 is expected to be paid in cash.

•
Refer to Note 11, "Debt and Financing Arrangements," of the notes to consolidated financial statements for additional information on items impacting capitalization.

New Accounting Standards

Refer to Note 2, "New Accounting Standards," of the notes to consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of June 30, 2019, the Company had not experienced any adverse changes in market risk exposures that materially affected the quantitative and qualitative disclosures presented in the Company's Annual Report on Form 10-K for the year ended September 30, 2018.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"). Based upon their evaluation of these disclosure controls and procedures, the principal executive officer and principal financial officer concluded that the disclosure controls and procedures were effective as of June 30, 2019 to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time period

61


specified in the SEC’s rules and forms, and to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding disclosure.

Changes in Internal Control Over Financial Reporting

There have been no significant changes in the Company’s internal control over financial reporting during the three months ended June 30, 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Gumm v. Molinaroli, et al.

On August 16, 2016, a putative class action lawsuit, Gumm v. Molinaroli, et al., Case No. 16-cv-1093, was filed in the United States District Court for the Eastern District of Wisconsin, naming Johnson Controls, Inc., the individual members of its board of directors at the time of the merger with the Company’s merger subsidiary and certain of its officers, the Company and the Company’s merger subsidiary as defendants. The complaint asserted various causes of action under the federal securities laws, state law and the Taxpayer Bill of Rights, including that the individual defendants allegedly breached their fiduciary duties and unjustly enriched themselves by structuring the merger among the Company, Tyco and the merger subsidiary in a manner that would result in a United States federal income tax realization event for the putative class of certain Johnson Controls, Inc. shareholders and allegedly result in certain benefits to the defendants, as well as related claims regarding alleged misstatements in the proxy statement/prospectus distributed to the Johnson Controls, Inc. shareholders, conversion and breach of contract. The complaint also asserted that Johnson Controls, Inc., the Company and the Company’s merger subsidiary aided and abetted the individual defendants in their breach of fiduciary duties and unjust enrichment. The complaint seeks, among other things, disgorgement of profits and damages. On September 30, 2016, approximately one month after the closing of the merger, plaintiffs filed a preliminary injunction motion seeking, among other items, to compel Johnson Controls, Inc. to make certain intercompany payments that plaintiffs contend will impact the United States federal income tax consequences of the merger to the putative class of certain Johnson Controls, Inc. shareholders and to enjoin Johnson Controls, Inc. from reporting to the Internal Revenue Service the capital gains taxes payable by this putative class as a result of the closing of the merger. The court held a hearing on the preliminary injunction motion on January 4, 2017, and on January 25, 2017, the judge denied the plaintiffs' motion. Plaintiffs filed an amended complaint on February 15, 2017, and the Company filed a motion to dismiss on April 3, 2017. The court had scheduled an oral argument hearing on the motion to dismiss for October 17, 2019. Although the Company believes it has substantial defenses to plaintiffs’ claims, it is not able to predict the outcome of this action.

Refer to Note 20, "Commitments and Contingencies," of the notes to consolidated financial statements for discussion of environmental, asbestos, insurable liabilities and other litigation matters, which is incorporated by reference herein and is considered an integral part of Part II, Item 1, "Legal Proceedings."

ITEM 1A. RISK FACTORS

The description of certain risk factors described under “Risk Factors” in Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the year ended September 30, 2018 was supplemented in Item 1A of Part II of Forms 10-Q for the quarterly period ending March 31, 2019 filed with the SEC on May 3, 2019. Other than as described in this Item 1A, there have been no other material changes to our risk factors from the risk factors previously disclosed in the 2018 Annual Report or the Second Quarter Form 10-Q.

62


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Following the Tyco Merger, the Company adopted, subject to the ongoing existence of sufficient distributable reserves, the existing Tyco International plc $1 billion share repurchase program in September 2016. In December 2017, the Company's Board of Directors approved a $1 billion increase to its share repurchase authorization. In November 2018, the Company's Board of Directors approved an additional $1 billion increase to its share repurchase authorization. In March 2019, the Company's Board of Directors approved an additional $8.5 billion increase to its share repurchase authorization, subject to the completion of the previously announced sale of the Company's Power Solutions business, which closed on April 30, 2019. The share repurchase program does not have an expiration date and may be amended or terminated by the Board of Directors at any time without prior notice. During the three months ended June 30, 2019, the Company repurchased $4,122 million of its ordinary shares, of which $4,035 million of its ordinary shares were purchased through publicly announced "modified Dutch auction" tender offer and $87 million of its ordinary shares were purchased on an open market. During the nine months ended June 30, 2019, the Company repurchased $5,122 million of its ordinary shares, of which $4,035 million of its ordinary shares were purchased through publicly announced "modified Dutch auction" tender offer and $1,087 million of its ordinary shares were purchased on an open market. Refer to Note 14, "Equity and Noncontrolling Interests," of the notes to consolidated financial statements for additional information regarding the equity tender offer.

The following table presents information regarding the repurchase of the Company’s ordinary shares by the Company as part of the publicly announced program during the three months ended June 30, 2019.
Period
Total Number of
Shares Purchased
 
Average Price
Paid per Share
 
Total Number of
Shares Purchased as
Part of the Publicly
Announced Program
 
Approximate Dollar
Value of Shares that
May Yet be
Purchased under the
Programs
 
4/1/19 - 4/30/19
 
 
 
 
 
 
 
 
Purchases by Company
—

 
$
—

 
—

 
$
9,548,524,388

 
5/1/19 - 5/31/19
 
 
 
 
 
 
 
 
Purchases by Company
—

 
—

 
—

 
9,548,524,388

 
6/1/19 - 6/30/19
 
 
 
 
 
 
 
 
Purchases by Company
104,628,694

 
39.40

 
104,628,694

 
5,426,212,910

 

During the three months ended June 30, 2019, acquisitions of shares by the Company from certain employees in order to satisfy employee tax withholding requirements in connection with the vesting of restricted shares were not material.

ITEM 6. EXHIBITS

Reference is made to the separate exhibit index contained on page 65 filed herewith.

63


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
JOHNSON CONTROLS INTERNATIONAL PLC
 
 
Date: August 1, 2019
 
By:
/s/ Brian J. Stief
 
 
 
Brian J. Stief
 
 
Executive Vice President and
Chief Financial Officer


64



JOHNSON CONTROLS INTERNATIONAL PLC
Form 10-Q
INDEX TO EXHIBITS
 
Exhibit No.
Description
 
 
31.1
 
 
31.2
 
 
32.1
 
 
101
The following materials from Johnson Controls International plc's Quarterly Report on Form 10-Q for the quarter ended June 30, 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.



65