|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOOTNOTES
|
1.
Financial Summary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the first quarter
of fiscal 2017, the Company began evaluating the performance of its
business units 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, significant restructuring and
impairment costs, and the net mark-to-market adjustments related to
pension and postretirement plans. Historical information has
been revised to present the comparable periods on a consistent
basis. Also in the first quarter of fiscal 2017, the Company
began reporting the Automotive Experience business as a
discontinued operation, which required retrospective application to
previously reported financial information. As a result, the
segment EBITA amounts shown below are for continuing operations and
exclude the Automotive Experience business. In addition, the
financial results for the three and twelve months ended September
30, 2016 include only the September results for the Tyco business
as the merger closed September 2, 2016.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions;
unaudited)
|
|
|
Three Months Ended
September 30,
|
|
Twelve Months Ended
September 30,
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
Actual
|
|
Adjusted
Non-GAAP
|
|
Actual
|
|
Adjusted
Non-GAAP
|
|
Actual
|
|
Adjusted
Non-GAAP
|
|
Actual
|
|
Adjusted
Non-GAAP
|
|
|
|
|
|
|
|
Net sales
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Technologies
& Solutions
|
|
|
$
6,004
|
|
$
6,004
|
|
$
4,443
|
|
$
4,463
|
|
$
22,835
|
|
$
22,801
|
|
$
14,184
|
|
$
14,204
|
|
|
|
|
|
|
|
Power
Solutions
|
|
|
2,132
|
|
2,132
|
|
1,811
|
|
1,811
|
|
7,337
|
|
7,337
|
|
6,653
|
|
6,653
|
|
|
|
|
|
|
|
Net sales
|
|
|
$
8,136
|
|
$
8,136
|
|
$
6,254
|
|
$
6,274
|
|
$
30,172
|
|
$
30,138
|
|
$
20,837
|
|
$
20,857
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment EBITA
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Technologies
& Solutions
|
|
|
$
831
|
|
$
904
|
|
$
512
|
|
$
597
|
|
$
2,831
|
|
$
3,018
|
|
$
1,427
|
|
$
1,537
|
|
|
|
|
|
|
|
Power
Solutions
|
|
|
431
|
|
431
|
|
405
|
|
413
|
|
1,427
|
|
1,428
|
|
1,327
|
|
1,336
|
|
|
|
|
|
|
|
Segment EBITA
|
|
|
1,262
|
|
1,335
|
|
917
|
|
1,010
|
|
4,258
|
|
4,446
|
|
2,754
|
|
2,873
|
|
|
|
|
|
|
|
Corporate expenses
(2)
|
|
|
(163)
|
|
(107)
|
|
(284)
|
|
(130)
|
|
(768)
|
|
(465)
|
|
(607)
|
|
(367)
|
|
|
|
|
|
|
|
Amortization of
intangible assets (3)
|
|
|
(106)
|
|
(97)
|
|
(54)
|
|
(49)
|
|
(489)
|
|
(382)
|
|
(116)
|
|
(111)
|
|
|
|
|
|
|
|
Mark-to-market gain
(loss) for pension and postretirement plans (4)
|
|
330
|
|
-
|
|
(393)
|
|
-
|
|
420
|
|
-
|
|
(393)
|
|
-
|
|
|
|
|
|
|
|
Restructuring and
impairment costs (5)
|
|
|
(141)
|
|
-
|
|
(201)
|
|
-
|
|
(367)
|
|
-
|
|
(288)
|
|
-
|
|
|
|
|
|
|
|
EBIT (6)
|
|
|
1,182
|
|
1,131
|
|
(15)
|
|
831
|
|
3,054
|
|
3,599
|
|
1,350
|
|
2,395
|
|
|
|
|
|
|
|
Net financing charges
(7)
|
|
|
(120)
|
|
(120)
|
|
(87)
|
|
(86)
|
|
(496)
|
|
(479)
|
|
(289)
|
|
(288)
|
|
|
|
|
|
|
|
Income (loss) from
continuing operations before income taxes
|
|
|
1,062
|
|
1,011
|
|
(102)
|
|
745
|
|
2,558
|
|
3,120
|
|
1,061
|
|
2,107
|
|
|
|
|
|
|
|
Income tax benefit
(provision) (8)
|
|
|
(135)
|
|
(152)
|
|
5
|
|
(125)
|
|
(705)
|
|
(468)
|
|
(197)
|
|
(360)
|
|
|
|
|
|
|
|
Income (loss) from
continuing operations
|
|
|
927
|
|
859
|
|
(97)
|
|
620
|
|
1,853
|
|
2,652
|
|
864
|
|
1,747
|
|
|
|
|
|
|
|
Income from
continuing operations attributable to
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
noncontrolling interests
(9)
|
|
|
(52)
|
|
(46)
|
|
(16)
|
|
(38)
|
|
(199)
|
|
(193)
|
|
(132)
|
|
(169)
|
|
|
|
|
|
|
|
Net income (loss)
from continuing operations attributable to JCI
|
|
|
$
875
|
|
$
813
|
|
$
(113)
|
|
$
582
|
|
$
1,654
|
|
$
2,459
|
|
$
732
|
|
$
1,578
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building
Technologies & Solutions- Provides facility systems and
services including comfort, energy and security management for the
non-residential buildings market, and provides heating,
ventilating, and air conditioning products and services, security
products and services, fire detection and suppression products and
services, and life safety products for the residential and
non-residential building markets.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Power
Solutions- Services both automotive original equipment
manufacturers and the battery aftermarket by providing advanced
battery technology, coupled with systems engineering, marketing and
service expertise.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) The Company's
press release contains financial information regarding adjusted net
sales, adjusted segment EBITA and adjusted segment EBITA margins,
which are non-GAAP performance measures. The Company's
definition of adjusted segment EBITA excludes special items because
these costs are not considered to be directly related to the
underlying operating performance of its business units.
Management believes these non-GAAP measures are useful to investors
in understanding the ongoing operations and business trends of the
Company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is the
three months ended September 30, 2017 and 2016 reconciliation of
net sales, segment EBITA and segment EBITA margin as reported to
adjusted net sales, adjusted segment EBITA and adjusted segment
EBITA margin (unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in
millions)
|
Building
Technologies & Solutions
|
|
Power
Solutions
|
|
Consolidated
JCI plc
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales as
reported
|
$
6,004
|
|
$
4,443
|
|
$
2,132
|
|
$
1,811
|
|
$
8,136
|
|
$
6,254
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusting
items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonrecurring
purchase accounting impacts
|
-
|
|
20
|
|
-
|
|
-
|
|
-
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net
sales
|
$
6,004
|
|
$
4,463
|
|
$
2,132
|
|
$
1,811
|
|
$
8,136
|
|
$
6,274
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment EBITA as
reported
|
$
831
|
|
$
512
|
|
$
431
|
|
$
405
|
|
$
1,262
|
|
$
917
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment EBITA margin
as reported
|
13.8%
|
|
11.5%
|
|
20.2%
|
|
22.4%
|
|
15.5%
|
|
14.7%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusting
items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction
costs
|
-
|
|
6
|
|
-
|
|
-
|
|
-
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Integration
costs
|
34
|
|
5
|
|
-
|
|
-
|
|
34
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonrecurring
purchase accounting impacts
|
(11)
|
|
69
|
|
-
|
|
-
|
|
(11)
|
|
69
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfavorable
arbitration award
|
50
|
|
-
|
|
-
|
|
-
|
|
50
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
-
|
|
5
|
|
-
|
|
8
|
|
-
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted segment
EBITA
|
$
904
|
|
$
597
|
|
$
431
|
|
$
413
|
|
$
1,335
|
|
$
1,010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted segment
EBITA margin
|
15.1%
|
|
13.4%
|
|
20.2%
|
|
22.8%
|
|
16.4%
|
|
16.1%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is the
twelve months ended September 30, 2017 and 2016 reconciliation of
net sales, segment EBITA and segment EBITA margin as reported to
adjusted net sales, adjusted segment EBITA and adjusted segment
EBITA margin (unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in
millions)
|
Building
Technologies & Solutions
|
|
Power
Solutions
|
|
Consolidated
JCI plc
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales as
reported
|
$
22,835
|
|
$
14,184
|
|
$
7,337
|
|
$
6,653
|
|
$
30,172
|
|
$
20,837
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusting
items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonrecurring
purchase accounting impacts
|
(34)
|
|
20
|
|
-
|
|
-
|
|
(34)
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net
sales
|
$
22,801
|
|
$
14,204
|
|
$
7,337
|
|
$
6,653
|
|
$
30,138
|
|
$
20,857
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment EBITA as
reported
|
$
2,831
|
|
$
1,427
|
|
$
1,427
|
|
$
1,327
|
|
$
4,258
|
|
$
2,754
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment EBITA margin
as reported
|
12.4%
|
|
10.1%
|
|
19.4%
|
|
19.9%
|
|
14.1%
|
|
13.2%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusting
items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction
costs
|
33
|
|
16
|
|
1
|
|
1
|
|
34
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Integration
costs
|
78
|
|
20
|
|
-
|
|
-
|
|
78
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonrecurring
purchase accounting impacts
|
26
|
|
69
|
|
-
|
|
-
|
|
26
|
|
69
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unfavorable
arbitration award
|
50
|
|
-
|
|
-
|
|
-
|
|
50
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
-
|
|
5
|
|
-
|
|
8
|
|
-
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted segment
EBITA
|
$
3,018
|
|
$
1,537
|
|
$
1,428
|
|
$
1,336
|
|
$
4,446
|
|
$
2,873
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted segment
EBITA margin
|
13.2%
|
|
10.8%
|
|
19.5%
|
|
20.1%
|
|
14.8%
|
|
13.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2) Adjusted
Corporate expenses for the three months ended September 30, 2017
excludes $56 million of integration costs. Adjusted Corporate
expenses for the twelve months ended September 30, 2017 excludes
$241 million of integration costs, $58 million of transaction costs
and $4 million of separation costs. Adjusted Corporate
expenses for the three months ended September 30, 2016 excludes
$144 million of transaction costs, $5 million of separation costs
and $5 million of other costs. Adjusted Corporate expenses
for the twelve months ended September 30, 2016 excludes $184
million of transaction costs, $51 million of separation costs and
$5 million of other costs.
|
|
|
|
(3) Adjusted
amortization of intangible assets for the three and twelve months
ended September 30, 2017 excludes $9 million and $107 million,
respectively, of nonrecurring asset amortization related to Tyco
purchase accounting. Adjusted amortization of intangible
assets for the three and twelve months ended September 30, 2016
excludes $5 million of nonrecurring asset amortization related to
Tyco purchase accounting.
|
|
|
|
(4) The three months
ended September 30, 2017 pension and postretirement mark-to-market
gain of $330 million and the twelve months ended September 30, 2017
pension and postretirement mark-to-market gain of $420 million are
excluded from the adjusted non-GAAP results. The three and
twelve months ended September 30, 2016 pension and postretirement
mark-to-market loss of $393 million is excluded from the adjusted
non-GAAP results.
|
|
|
|
(5) The three and
twelve months ended September 30, 2017 restructuring and impairment
costs of $141 million and $367 million, respectively, are excluded
from the adjusted non-GAAP results. The three and twelve
months ended September 30, 2016 restructuring and impairment costs
of $201 million and $288 million, respectively, are excluded from
the adjusted non-GAAP results.
|
|
|
|
(6) Management
defines earnings before interest and taxes (EBIT) as income from
continuing operations before net financing charges, income taxes
and noncontrolling interests.
|
|
|
|
(7) Adjusted net
financing charges for the twelve months ended September 30, 2017
exclude $17 million of transaction costs related to the debt
exchange offers. Adjusted net financing charges for the three
and twelve months ended September 30, 2016 exclude $1 million of
integration costs.
|
|
|
|
(8) Adjusted income
tax provision for the three months ended September 30, 2017
excludes the tax benefits for tax audit settlements of $191
million, integration costs of $16 million and restructuring and
impairment costs of $14 million, partially offset by the tax
provisions for the pension and postretirement mark-to-market gain
of $90 million, change in the deferred tax liability related to the
outside basis of certain nonconsolidated subsidiaries of $53
million, change in assertion over permanently reinvested earnings
of $33 million, net valuation allowance adjustments in various
legal entities of $27 million, and Tyco nonrecurring purchase
accounting impacts of $1 million. Adjusted income tax
provision for the twelve months ended September 30, 2017 excludes
the non-cash tax charge of $457 million related to establishment of
a deferred tax liability on the outside basis difference of the
Company's investment in certain subsidiaries of the Scott Safety
business, pension and postretirement mark-to-market gain of $126
million, change in the deferred tax liability related to the
outside basis of certain nonconsolidated subsidiaries of $53
million, change in assertion over permanently reinvested earnings
of $33 million and net valuation allowance adjustments in various
legal entities of $27 million, partially offset by the tax benefits
of tax audit settlements of $191 million, changes in entity tax
status of $101 million, restructuring and impairment costs of $63
million, integration costs of $57 million, Tyco nonrecurring
purchase accounting impacts of $35 million and transaction costs of
$12 million. Adjusted income tax benefit for the three months
ended September 30, 2016 excludes tax benefits of loss on
mark-to-market pension and postretirement of $119 million,
restructuring and impairment costs of $52 million, Tyco
nonrecurring purchase accounting impacts of $20 million,
transaction costs of $12 million and other costs of $4 million,
partially offset by the tax provision of $77 million due to the
merger with Tyco. Adjusted income tax provision for the
twelve months ended September 30, 2016 excludes the tax benefits of
loss on mark-to-market pension and postretirement of $119 million,
restructuring and impairment costs of $76 million, Tyco
nonrecurring purchase accounting impacts of $20 million,
transaction costs of $18 million, other costs of $4 million,
integration costs of $2 million and separation costs of $1 million,
partially offset by the tax provision of $77 million due to the
merger with Tyco.
|
|
|
|
(9) Adjusted income
from continuing operations attributable to noncontrolling interests
for the three and twelve months ended September 30, 2017 excludes
the noncontrolling interest impact of $4 million for mark-to-market
pension gain and $2 million for valuation allowance
adjustments. Adjusted income from continuing operations
attributable to noncontrolling interests for the three months ended
September 30, 2016 excludes the noncontrolling interest impact of
$11 million for mark-to-market pension loss, $10 million for
restructuring and impairment costs and $1 million for integration
costs. Adjusted income from continuing operations
attributable to noncontrolling interests for the twelve months
ended September 30, 2016, excludes the noncontrolling interest
impact of $16 million for restructuring and impairment costs, $11
million for mark-to-market pension loss and $10 million for
transaction/integration costs.
|
|
|
2. 2016
Supplemental Combined Information
|
|
|
|
As a result of the
reverse merger between JCI and Tyco, which closed on September 2,
2016, the Company is providing supplemental combined financial
information. As supplemental information that management
believes will be useful to investors, the Company has provided
unaudited selected historical information which combines JCI's
historical Building Efficiency business with historical Tyco
results of operations as if these businesses had been operated
together during the periods presented.
|
|
|
|
The merger is
accounted for as a reverse acquisition with JCI considered to be
acquiring Tyco for accounting purposes. As a result, the
amounts reflected in Column A in the below table present the
historical results of JCI, revised for the reporting changes
described within footnote 1 above. The amounts in Column B
reflect the impact of the special items, as set forth in the notes
to the table and within footnote 1 above. The amounts in Column C
reflect the inclusion of Tyco's historical results for the period
prior to the merger on an adjusted basis.
|
|
|
|
For the avoidance of
doubt, this supplemental combined information is not intended to
be, and was not, prepared on a basis consistent with the unaudited
pro forma condensed combined financial information in Exhibit 99.3
to the Company's Current Report on Form 8-K/A filed October 3, 2016
with the U.S. Securities and Exchange Commission (the "Pro Forma
8-K/A Filing"), which provides the pro forma financial information
required by Item 9.01(b) of Form 8-K. The supplemental combined
information is intentionally different from, but does not
supersede, the pro forma financial information in the Pro Forma
8-K/A Filing.
|
|
|
|
In addition, the
supplemental combined information does not purport to indicate the
results that actually would have been obtained had the JCI and Tyco
businesses been operated together on the basis of the new segment
structure during the periods presented, or which may be realized in
the future.
|
|
|
|
Amounts Adjusted
for Certain Special Items
|
|
|
|
The supplemental
combined information includes line items, such as net sales, income
from continuing operations before income taxes, income tax
provision, noncontrolling interest, net income and diluted EPS,
that have been adjusted for the special items set forth in the
notes to the table. Such amounts should be viewed in addition to,
and not in lieu of, net sales, income from continuing operations
before income taxes, income tax provision, noncontrolling interest,
net income and diluted EPS and other financial measures on an
unadjusted basis. In addition, per share amounts presented in the
tables take into account the effects of (i) the issuance of
ordinary shares to JCI shareholders in connection with the merger,
and (ii) the consolidation of Tyco ordinary shares immediately
prior to the merger. As a result, share counts reflect shares
outstanding as of September 2, 2016 immediately following the
consummation of the merger transaction.
|
|
|
|
The Company's
management believes that these adjusted amounts, when considered
together with the unadjusted amounts, provide information that is
useful to investors in understanding period-over-period operating
results separate and apart from items that may, or could, have a
disproportionate positive or negative impact on results in any
particular period. The Company's management also believes that
these adjusted amounts enhance the ability of investors to analyze
trends in the Company's underlying business and to better
understand the Company's performance. In addition, the Company may
utilize adjusted amounts as guides in forecasting, budgeting and
long-term planning processes and to measure operating performance
for compensation purposes. Adjusted amounts should be considered in
addition to, and not as a substitute for, or superior to,
unadjusted amounts.
|
|
|
|
(in millions, except
per share data; unaudited)
|
|
|
Three Months Ended
September 30, 2016
|
|
Twelve Months Ended
September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
A
|
|
B
|
|
C
|
|
D
|
|
A
|
|
B
|
|
C
|
|
D
|
|
|
|
|
|
|
|
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Technologies
& Solutions
|
|
|
$
4,443
|
|
$
20
|
|
$
1,574
|
|
$
6,037
|
|
$
14,184
|
|
$
20
|
|
$
8,712
|
|
$
22,916
|
|
|
|
|
|
|
|
Power
Solutions
|
|
|
1,811
|
|
-
|
|
-
|
|
1,811
|
|
6,653
|
|
-
|
|
-
|
|
6,653
|
|
|
|
|
|
|
|
Net sales
|
|
|
$
6,254
|
|
$
20
|
|
$
1,574
|
|
$
7,848
|
|
$
20,837
|
|
$
20
|
|
$
8,712
|
|
$
29,569
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from
continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Technologies
& Solutions
|
|
|
$
512
|
|
$
85
|
|
$
266
|
|
$
863
|
|
$
1,427
|
|
$
110
|
|
$
1,365
|
|
$
2,902
|
|
|
|
|
|
|
|
Power
Solutions
|
|
|
405
|
|
8
|
|
-
|
|
413
|
|
1,327
|
|
9
|
|
-
|
|
1,336
|
|
|
|
|
|
|
|
Segment EBITA
|
|
|
917
|
|
93
|
|
266
|
|
1,276
|
|
2,754
|
|
119
|
|
1,365
|
|
4,238
|
|
|
|
|
|
|
|
Corporate
expenses
|
|
|
(284)
|
|
154
|
|
(13)
|
|
(143)
|
|
(607)
|
|
240
|
|
(174)
|
|
(541)
|
|
|
|
|
|
|
|
Amortization of
intangible assets
|
|
|
(54)
|
|
5
|
|
(59)
|
|
(108)
|
|
(116)
|
|
5
|
|
(319)
|
|
(430)
|
|
|
|
|
|
|
|
Mark-to-market loss
for pension and postretirement plans
|
|
|
(393)
|
|
393
|
|
-
|
|
-
|
|
(393)
|
|
393
|
|
-
|
|
-
|
|
|
|
|
|
|
|
Restructuring and
impairment costs
|
|
|
(201)
|
|
201
|
|
-
|
|
-
|
|
(288)
|
|
288
|
|
-
|
|
-
|
|
|
|
|
|
|
|
EBIT
|
|
|
(15)
|
|
846
|
|
194
|
|
1,025
|
|
1,350
|
|
1,045
|
|
872
|
|
3,267
|
|
|
|
|
|
|
|
Net financing
charges
|
|
|
(87)
|
|
1
|
|
(28)
|
|
(114)
|
|
(289)
|
|
1
|
|
(161)
|
|
(449)
|
|
|
|
|
|
|
|
Income (loss) from
continuing operations before income taxes
|
|
|
(102)
|
|
847
|
|
166
|
|
911
|
|
1,061
|
|
1,046
|
|
711
|
|
2,818
|
|
|
|
|
|
|
|
Income tax benefit
(provision)
|
|
|
5
|
|
(130)
|
|
(30)
|
|
(155)
|
|
(197)
|
|
(163)
|
|
(119)
|
|
(479)
|
|
|
|
|
|
|
|
Noncontrolling
interest
|
|
|
(16)
|
|
(22)
|
|
1
|
|
(37)
|
|
(132)
|
|
(37)
|
|
3
|
|
(166)
|
|
|
|
|
|
|
|
Net income
(loss)
|
|
|
$
(113)
|
|
$
695
|
|
$
137
|
|
$
719
|
|
$
732
|
|
$
846
|
|
$
595
|
|
$
2,173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted
average shares
|
|
|
728.3
|
|
|
|
|
|
940
|
|
672.6
|
|
|
|
|
|
940
|
|
|
|
|
|
|
|
Diluted earnings
(loss) per share
|
|
|
$
(0.16)
|
|
|
|
|
|
$
0.76
|
|
$
1.09
|
|
|
|
|
|
$
2.31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A - Johnson Controls,
as reported.
|
|
|
|
|
B - Adjusted to
exclude special items because these costs are not considered to be
directly related to the underlying operating performance of the
Company. Management believes these non-GAAP measures are useful to
investors in better understanding the ongoing operations and
business trends of the Company. The special items are
described by line item in footnote 1 above. The income tax
provision and noncontrolling interest adjustments are a result of
the special items discussed in footnote 1.
|
|
|
|
|
C - Includes Tyco
adjusted non-GAAP results for the two and eleven months ended
September 2, 2016, as if the merger occurred October 1, 2015.
Tyco's first three fiscal quarters of 2016 ended on the last Friday
of December, March and June, while JCI's fiscal quarters ended on
the last day of each such month. Because the historical statements
of income of each company represent full and equivalent quarterly
periods, no adjustments were made to align the fiscal
quarters. The income tax provision also includes an
adjustment to arrive at an annualized 17% tax rate for fiscal 2016
as a combined company.
|
|
|
|
|
D - Combined
financial information as if the merger with Tyco was completed on
October 1, 2015. Reflects annual 17% tax rate and 940 million share
count.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3. Organic
Adjusted Net Sales Growth Reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The components of the
changes in adjusted net sales for the three months ended September
30, 2017 versus the three months ended September 30, 2016,
including organic net sales, is shown below (unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in
millions)
|
Combined Adjusted
Net
Sales for the Three
Months Ended
September 30, 2016
|
|
Foreign
Currency
|
|
Acquisitions/
Divestitures, Net
|
|
Lead
Impact
|
|
Organic Net
Sales
|
|
Adjusted Net Sales
for the Three Months Ended
September 30, 2017
|
|
Building Technologies
& Solutions
|
$
6,037
|
|
$
12
|
|
0.2%
|
|
$
(75)
|
|
-1.2%
|
|
$
-
|
|
-
|
|
$
30
|
|
0.5%
|
|
$
6,004
|
|
-0.5%
|
|
Power
Solutions
|
1,811
|
|
37
|
|
2.0%
|
|
-
|
|
-
|
|
129
|
|
7.1%
|
|
155
|
|
8.6%
|
|
2,132
|
|
17.7%
|
|
Total net
sales
|
$
7,848
|
|
$
49
|
|
0.6%
|
|
$
(75)
|
|
-1.0%
|
|
$
129
|
|
1.6%
|
|
$
185
|
|
2.4%
|
|
$
8,136
|
|
3.7%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The components of the
changes in adjusted net sales for the twelve months ended September
30, 2017 versus the twelve months ended September 30, 2016,
including organic net sales, is shown below (unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in
millions)
|
Combined Adjusted Net
Sales for the Twelve
Months Ended
September 30, 2016
|
|
Foreign
Currency
|
|
Acquisitions/
Divestitures, Net
|
|
Lead
Impact
|
|
Organic Net
Sales
|
|
Adjusted Net Sales
for the Twelve Months Ended
September 30, 2017
|
|
Building Technologies
& Solutions
|
$
22,916
|
|
$
(131)
|
|
-0.6%
|
|
$
(244)
|
|
-1.1%
|
|
$
-
|
|
-
|
|
$
260
|
|
1.1%
|
|
$
22,801
|
|
-0.5%
|
|
Power
Solutions
|
6,653
|
|
17
|
|
0.3%
|
|
-
|
|
-
|
|
427
|
|
6.4%
|
|
240
|
|
3.6%
|
|
7,337
|
|
10.3%
|
|
Total net
sales
|
$
29,569
|
|
$
(114)
|
|
-0.4%
|
|
$
(244)
|
|
-0.8%
|
|
$
427
|
|
1.4%
|
|
$
500
|
|
1.7%
|
|
$
30,138
|
|
1.9%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.
Adjusted Free Cash Flow Reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company's press
release contains financial information regarding free cash flow and
adjusted free cash flow, which are non-GAAP performance
measures. Free cash flow is defined as cash provided (used)
by operating activities less capital expenditures. Adjusted
free cash flow excludes special items, as included in the table
below, because these cash flows are not considered to be directly
related to its underlying business. Management believes these
non-GAAP measures are useful to investors in understanding the
strength of the Company and its ability to generate
cash.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is the
three and twelve months ended September 30, 2017 reconciliation of
free cash flow and adjusted free cash flow (unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in
billions)
|
Three Months
ended September 30, 2017
|
|
Twelve Months
ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash provided by
operating activities
|
$
1.3
|
|
$
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures
|
(0.3)
|
|
(1.3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported free cash
flow
|
$
1.0
|
|
$
(1.3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusting
items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction
tax payments
|
-
|
|
1.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adient cash
outflow
|
-
|
|
0.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction
related restructuring and change in control pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
plan
distributions
|
-
|
|
0.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction/integration/separation costs
|
0.1
|
|
0.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted free cash
flow
|
$
1.1
|
|
$
1.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.
Diluted Earnings Per Share Reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company's press
release contains financial information regarding adjusted earnings
per share, which is a non-GAAP performance measure. The
adjusting items include transaction/integration/separation
costs, nonrecurring purchase accounting impacts related to
the Tyco merger, mark-to-market gain or loss for pension and
postretirement plans, restructuring and impairment costs, an
unfavorable arbitration award and discrete tax items. The
Company excludes these items because they are not considered to be
directly related to the underlying operating performance of the
Company. Management believes these non-GAAP measures are
useful to investors in understanding the ongoing operations and
business trends of the Company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A reconciliation of
diluted earnings per share as reported to diluted adjusted earnings
per share for the respective periods is shown below
(unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
Attributable to JCI plc
|
|
Net Income
Attributable to JCI plc from Continuing Operations
|
|
Net Income
Attributable to JCI plc
|
|
Net Income
Attributable to JCI plc from Continuing Operations
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Three Months
Ended
|
|
Twelve Months
Ended
|
|
Twelve Months
Ended
|
|
|
|
|
|
|
|
|
|
|
September
30,
|
|
September
30,
|
|
September
30,
|
|
September
30,
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per
share as reported for JCI plc
|
$
0.93
|
|
$
(1.61)
|
|
$
0.93
|
|
$
(0.16)
|
|
$
1.71
|
|
$
(1.29)
|
|
$
1.75
|
|
$
1.09
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusting
items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transaction
costs
|
-
|
|
0.20
|
|
-
|
|
0.20
|
|
0.12
|
|
0.29
|
|
0.12
|
|
0.29
|
|
|
|
|
|
|
|
|
|
Related tax
impact
|
-
|
|
(0.02)
|
|
-
|
|
(0.02)
|
|
(0.01)
|
|
(0.03)
|
|
(0.01)
|
|
(0.03)
|
|
|
|
|
|
|
|
|
|
Integration
costs
|
0.10
|
|
0.01
|
|
0.10
|
|
0.01
|
|
0.34
|
|
0.03
|
|
0.34
|
|
0.03
|
|
|
|
|
|
|
|
|
|
Related tax
impact
|
(0.02)
|
|
-
|
|
(0.02)
|
|
-
|
|
(0.06)
|
|
-
|
|
(0.06)
|
|
-
|
|
|
|
|
|
|
|
|
|
Separation
costs
|
-
|
|
0.19
|
|
-
|
|
0.01
|
|
0.09
|
|
0.70
|
|
-
|
|
0.08
|
|
|
|
|
|
|
|
|
|
Related tax
impact
|
-
|
|
(0.02)
|
|
-
|
|
-
|
|
-
|
|
(0.06)
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
Nonrecurring
purchase accounting impacts
|
-
|
|
0.10
|
|
-
|
|
0.10
|
|
0.14
|
|
0.11
|
|
0.14
|
|
0.11
|
|
|
|
|
|
|
|
|
|
Related tax
impact
|
-
|
|
(0.03)
|
|
-
|
|
(0.03)
|
|
(0.04)
|
|
(0.03)
|
|
(0.04)
|
|
(0.03)
|
|
|
|
|
|
|
|
|
|
Mark-to-market
loss (gain) for pension and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
postretirement
plans/settlement losses
|
(0.35)
|
|
0.68
|
|
(0.35)
|
|
0.53
|
|
(0.44)
|
|
0.75
|
|
(0.44)
|
|
0.58
|
|
|
|
|
|
|
|
|
|
Related tax
impact
|
0.10
|
|
(0.20)
|
|
0.10
|
|
(0.17)
|
|
0.13
|
|
(0.22)
|
|
0.13
|
|
(0.18)
|
|
|
|
|
|
|
|
|
|
Restructuring
and impairment costs
|
0.15
|
|
0.39
|
|
0.15
|
|
0.27
|
|
0.39
|
|
0.91
|
|
0.39
|
|
0.41
|
|
|
|
|
|
|
|
|
|
Related tax
impact
|
(0.01)
|
|
(0.07)
|
|
(0.01)
|
|
(0.07)
|
|
(0.07)
|
|
(0.14)
|
|
(0.07)
|
|
(0.11)
|
|
|
|
|
|
|
|
|
|
Unfavorable
arbitration award
|
0.05
|
|
-
|
|
0.05
|
|
-
|
|
0.05
|
|
-
|
|
0.05
|
|
-
|
|
|
|
|
|
|
|
|
|
Discrete tax
items
|
(0.08)
|
|
1.50
|
|
(0.08)
|
|
0.10
|
|
0.32
|
|
2.93
|
|
0.30
|
|
0.11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted earnings per
share for JCI plc*
|
$
0.87
|
|
$
1.14
|
|
$
0.87
|
|
$
0.79
|
|
$
2.67
|
|
$
3.94
|
|
$
2.60
|
|
$
2.35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* May not sum due to
rounding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table
reconciles the denominators used to calculate basic and diluted
earnings per share for JCI plc (in millions;
unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months
Ended
|
|
Twelve Months
Ended
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September
30,
|
|
September
30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average
Shares Outstanding for JCI plc
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted
average shares outstanding
|
929.4
|
|
728.3
|
|
935.3
|
|
667.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive
securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options, unvested
restricted stock and unvested performance share
awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.6
|
|
-
|
|
9.3
|
|
5.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted
average shares outstanding
|
938.0
|
|
728.3
|
|
944.6
|
|
672.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months
ended September 30, 2016, the total number of potential dilutive
shares due to stock options, unvested restricted stock and unvested
performance share awards was 6.9 million. However, these items were
not included in the computation of diluted loss per share for the
three months ended September 30, 2016, since to do so would
decrease the loss per share. On an adjusted diluted outstanding
share basis, inclusion of the effect of dilutive securities results
in diluted weighted average shares outstanding of 735.2 million for
the three months ended September 30, 2016.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company has
presented forward-looking statements regarding adjusted EPS from
continuing operations, adjusted EBIT margin, organic adjusted net
sales growth and adjusted free cash flow conversion (defined as
adjusted free cash flow divided by adjusted net income from
continuing operations attributable to JCI) for the full fiscal year
of 2018, which are non-GAAP financial measures. These non–GAAP
financial measures are derived by excluding certain amounts,
expenses, income or cash flows from the corresponding financial
measures determined in accordance with GAAP. The determination of
the amounts that are excluded from these non-GAAP financial
measures are a matter of management judgment and depends upon,
among other factors, the nature of the underlying expense or income
amounts recognized in a given period, including but not limited to
the high variability of the net mark-to-market adjustments related
to pension and post-retirement plans and the effect of foreign
currency exchange fluctuations. Our fiscal 2018 outlook for
organic adjusted net sales growth also excludes the effect of
acquisitions and divestitures, and for our Power Solutions
business, the impacts of lead price fluctuations. We are
unable to present a quantitative reconciliation of the
aforementioned forward-looking non-GAAP financial measures to their
most directly comparable forward-looking GAAP financial measures
because such information is not available and management cannot
reliably predict all of the necessary components of such GAAP
measures without unreasonable effort or expense. The unavailable
information could have a significant impact on the Company's full
year 2018 GAAP financial results.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6.
Mark-to-Market of Pension and Postretirement Plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The pension and
postretirement mark-to-market gain or loss for each period is
excluded from adjusted diluted earnings per share. The three
and twelve months ended September 30, 2017 include a mark-to-market
gain for pension and postretirement plans of $330 million and $420
million, respectively. The three and twelve months ended
September 30, 2016 include a mark-to-market loss for pension and
postretirement plans of $393 million.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.
Acquisitions and Divestitures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On March 16, 2017,
the Company announced that it signed a definitive agreement to sell
its Scott Safety business to 3M for approximately $2.0
billion. The transaction closed on October 4, 2017. Net
cash proceeds from the transaction approximated $1.9 billion.
Scott Safety is a leader in the design, manufacture and sale of
high performance respiratory protection, gas and flame detection,
thermal imaging and other critical products for fire services, law
enforcement, industrial, oil and gas, chemical, armed forces, and
homeland defense end markets. The Scott Safety business is
included within assets held for sale and liabilities held for sale
in the accompanying condensed consolidated statement of financial
position as of September 30, 2017.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On October 31, 2016,
the Company completed the spin-off of its Automotive Experience
business by way of the transfer of the Automotive Experience
business from JCI plc to Adient plc and the issuance of ordinary
shares of Adient plc directly to holders of JCI plc ordinary shares
on a pro rata basis. Following the separation, Adient plc is
now an independent public company trading on the New York Stock
Exchange (NYSE) under the symbol "ADNT." The Company did not retain
any equity interest in Adient plc. Beginning in the first
quarter of fiscal 2017, Adient's historical financial results are
reflected in the Company's consolidated financial statements as a
discontinued operation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On September 2, 2016,
JCI Inc. and Tyco completed their combination which was announced
on January 25, 2016. The merger is accounted for as a reverse
acquisition using the acquisition method of accounting in
accordance with Accounting Standards Codification (ASC) 805,
"Business Combinations." JCI Inc. is the accounting acquirer
for financial reporting purposes. Accordingly, the historical
consolidated financial statements of JCI Inc. for periods prior to
this transaction are considered to be the historical financial
statements of the Company. The total fair value of the
consideration transferred was $19.7 billion. As part of the
transaction in the fiscal 2016 fourth quarter, the Company recorded
$16.4 billion of goodwill and $6.2 billion of intangible assets, of
which $3.9 billion are subject to amortization.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On October 1, 2015,
the Company formed a joint venture with Hitachi to expand its
legacy Building Efficiency product offerings. The Company
acquired a 60 percent ownership stake in the new entity for
approximately $133 million ($563 million purchase price less cash
acquired of $430 million).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8. Income
Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company's
effective tax rate from continuing operations before consideration
of the transaction/integration/separation costs, nonrecurring
purchase accounting impacts related to the Tyco merger,
mark-to-market gains or losses for pension and postretirement
plans, restructuring and impairment costs, an unfavorable
arbitration award and discrete tax items for the three months
ending September 30, 2017 and 2016 is approximately 15 percent and
17 percent, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.
Restructuring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The three and twelve
months ended September 30, 2017 include restructuring and
impairment costs of $141 million and $367 million, respectively,
related primarily to workforce reductions, plant closures and asset
impairments in the Building Technologies & Solutions and Power
Solutions businesses, and at Corporate. The three and twelve
months ended September 30, 2016 restructuring and impairment costs
of $201 million and $288 million, respectively, related primarily
to workforce reductions, plant closures and asset impairments in
the Building Technologies & Solutions and Power Solutions
businesses, and at Corporate.
|
|
|
|