UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended September 30, 2020
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
(Jurisdiction of Incorporation)
One Albert Quay, Cork, Ireland, T12 X8N6
(Address of Principal Executive Offices and Postal Code)
98-0390500
(I.R.S. Employer Identification No.)
(353) 21-423-5000
(Registrant's Telephone Number)
Securities Registered Pursuant to Section 12(b) of the Exchange Act:
Title of Each Class
Ordinary Shares, Par Value $0.01
4.25% Senior Notes due 2021
3.750% Senior Notes due 2021
4.625% Notes due 2023
1.000% Senior Notes due 2023
3.625% Senior Notes due 2024
1.375% Notes due 2025
3.900% Notes due 2026
0.375% Senior Notes due 2027
1.750% Senior Notes due 2030
1.000% Senior Notes due 2032
6.000% Notes due 2036
5.70% Senior Notes due 2041
5.250% Senior Notes due 2041
4.625% Senior Notes due 2044
5.125% Notes due 2045
6.950% Debentures due December 1, 2045
4.500% Senior Notes due 2047
4.950% Senior Notes due 2064
Trading Symbol
JCI
JCI21B
JCI21C
JCI23
JCI23A
JCI24A
JCI25A
JCI26A
JCI27
JCI30
JCI32
JCI36A
JCI41B
JCI41C
JCI44A
JCI45B
JCI45A
JCI47
JCI64A
Name of Each Exchange on Which Registered
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No þ
Securities Registered Pursuant to Section 12(g) of the Exchange Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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
Non-accelerated filer
Emerging growth company
þ
¨
☐
Accelerated filer
Smaller reporting 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ
As of March 31, 2020, the aggregate market value of Johnson Controls International plc Common Stock held by non-affiliates of the registrant was approximately $20.0 billion based on the closing sales price as reported on the New
York Stock Exchange. As of October 31, 2020, 723,907,803 ordinary shares, par value $0.01 per share, were outstanding.
Portions of the definitive Proxy Statement to be delivered to shareholders in connection with the annual general meeting of shareholders to be held on March 10, 2021 are incorporated by reference into Part III.
DOCUMENTS INCORPORATED BY REFERENCE
1
JOHNSON CONTROLS INTERNATIONAL PLC
Index to Annual Report on Form 10-K
Year Ended September 30, 2020
CAUTIONARY STATEMENTS FOR FORWARD-LOOKING INFORMATION
ITEM 1.
ITEM 1A.
ITEM 1B.
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 7A.
ITEM 8.
ITEM 9.
ITEM 9A.
ITEM 9B.
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14.
ITEM 15.
ITEM 16.
BUSINESS
RISK FACTORS
UNRESOLVED STAFF COMMENTS
PROPERTIES
LEGAL PROCEEDINGS
MINE SAFETY DISCLOSURES
EXECUTIVE OFFICERS OF THE REGISTRANT
PART I.
PART II.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
SELECTED FINANCIAL DATA
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
CONTROLS AND PROCEDURES
OTHER INFORMATION
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
EXECUTIVE COMPENSATION
PART III.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
PRINCIPAL ACCOUNTING FEES AND SERVICES
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
PART IV.
FORM 10-K SUMMARY
INDEX TO EXHIBITS
SIGNATURES
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CAUTIONARY STATEMENTS FOR FORWARD-LOOKING INFORMATION
Unless otherwise indicated, references to "Johnson Controls," the "Company," "we," "our" and "us" in this Annual Report on Form 10-K 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:
Johnson Controls’ ability to manage general economic, business, capital market and geopolitical conditions, including the impacts of natural disasters, pandemics
and outbreaks of contagious diseases and other adverse public health developments, such as the COVID-19 pandemic; the strength of the U.S. or other economies;
changes or uncertainty in laws, regulations, rates, policies or interpretations that impact Johnson Controls’ business operations or tax status; the ability to develop
or acquire new products and technologies that achieve market acceptance; changes to laws or policies governing foreign trade, including increased tariffs or trade
restrictions; maintaining the capacity, reliability and security of Johnson Controls' enterprise and product information technology infrastructure; the risk of
infringement or expiration of intellectual property rights; any delay or inability of Johnson Controls to realize the expected benefits and synergies of recent
portfolio transactions such as its merger with Tyco and the disposition of the Power Solutions business; the outcome of litigation and governmental proceedings;
the ability to hire and retain key senior management; the tax treatment of recent portfolio transactions; significant transaction costs and/or unknown liabilities
associated with such transactions; the availability of raw materials and component products; fluctuations in currency exchange rates; work stoppages, union
negotiations, labor disputes and other matters associated with the labor force; and the cancellation of or changes to commercial arrangements. A detailed discussion
of risks related to Johnson Controls’ business is included in the section entitled "Risk Factors" (refer to Part I, Item 1A, of this Annual Report on Form 10-K). 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.
PART I
ITEM 1 BUSINESS
General
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’s products and solutions enable smart, energy efficient, sustainable buildings that work seamlessly together to advance
the safety, comfort and intelligence of spaces to power its customers’ mission. 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 ("HVAC") and refrigeration equipment and services. In 2014, the Company acquired Air Distribution
Technologies, Inc., one of the largest independent providers of air distribution and ventilation products in North America. In 2015, the Company formed a joint
venture with Hitachi to expand its building related product offerings. In 2016, Johnson Controls, Inc. and Tyco completed their combination (the "Merger"),
combining Johnson Controls portfolio of building efficiency solutions with Tyco’s portfolio of fire and security solutions. Following the Merger, Tyco changed its
name to “Johnson Controls International plc.”
In 2016, Johnson Controls completed the spin-off of its automotive business into Adient plc, an independent, publicly traded company. In 2019, the Company sold
its Power Solutions business to BCP Acquisitions LLC, an entity controlled by
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investment funds managed by Brookfield Capital Partners LLC, completing the Company’s transformation into a pure-play building technologies and solutions
provider.
The Company is a global leader in engineering, manufacturing and commissioning building products and systems, including residential and commercial HVAC
equipment, industrial refrigeration systems, controls, security systems, fire detection systems and fire suppression solutions. The Company further serves
customers by providing technical services, including maintenance, repair, retrofit and replacement of equipment (in the HVAC, security and fire-protection space),
energy-management consulting and data-driven “smart building” services and solutions powered by its digital platforms and capabilities.
Business Segments
The Company conducts its business through four business segments: Building Solutions North America, Building Solutions EMEA/LA, Building Solutions Asia
Pacific and Global Products.
Building Solutions North America: Building Solutions North America designs, sells, installs, and services HVAC, controls, refrigeration, integrated electronic
security, 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, as well as data-driven “smart building” solutions, to non-residential building and industrial applications
in the North American marketplace.
Building Solutions EMEA/LA: 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, including data-driven “smart building” solutions, to markets in Europe, the
Middle East, Africa and Latin America.
Building Solutions Asia Pacific: 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, including data-driven “smart building” solutions, to the Asia Pacific
marketplace.
Global Products: 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.
For more information on the Company’s segments, refer to Note 19, "Segment Information," of the notes to consolidated financial statements.
Products/Systems and Services
The Company sells and installs its commercial HVAC control systems, security systems, fire-detection systems, equipment and services primarily through its
extensive direct channel, consisting of a global network of sales and service offices. Significant sales are also generated through global third-party channels, such
as distributors of air-conditioning, controls, security and fire-detection products. The Company’s large base of current customers leads to significant repeat
business for the maintenance, retrofit and replacement markets. The Company is also able to leverage its installed base to generate sales for its service business.
Trusted building brands, such as YORK®, Hitachi Air Conditioning, Metasys®, Ansul, Ruskin®, Titus®, Frick®, PENN®, Sabroe®, Simplex® and Grinnell®
give the Company the most diverse portfolio in the building technology industry.
The Company provides data-driven services and solutions to create smarter, safer and more sustainable buildings. In fiscal 2020, the Company launched OpenBlue,
a digitally driven suite of connected solutions that delivers impactful sustainability, new occupant experiences, and respectful safety and security by combining the
Company’s building expertise with cutting-edge technology, including AI-powered service solutions such as remote diagnostics, predictive maintenance,
compliance monitoring and advanced risk assessments.
In fiscal 2020, approximately 35% of sales originated from product offerings, 38% of sales originated from installations and 27% of sales originated from service
offerings.
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Competition
The Company conducts its operations through thousands of individual contracts that are either negotiated or awarded on a competitive basis. Key factors in the
award of contracts include system and service performance, quality, price, design, reputation, technology, application engineering capability and construction or
project management expertise. Competitors for HVAC equipment, security, fire detection, fire suppression and controls in the residential and non-residential
marketplace include many regional, national and international providers. Larger competitors include Honeywell International, Inc.; Siemens Building
Technologies, an operating group of Siemens AG; Schneider Electric SA; Carrier Global Corporation; Trane Technologies plc; Daikin Industries, Ltd.; Lennox
International, Inc.; GC Midea Holding Co, Ltd. and Gree Electric Appliances, Inc. In addition to HVAC equipment, the Company competes in a highly fragmented
HVAC services market. The loss of any individual contract or customer would not have a material adverse effect on the Company.
Business Strategy
The Company’s business strategy is to sustain and expand its position as a global diversified technology and multi-industrial leader in HVAC, industrial
refrigeration, fire protection, security and building management systems by offering a full spectrum of products and solutions for customer buildings across the
globe. The Company executes its strategy by creating growth platforms, driving operational improvements and creating a high performance culture. The Company
has strong starting positions in attractive and growing end-markets across HVAC, controls, fire, security and services, enhanced by its comprehensive product
portfolio and substantial installed base. The Company believes that it is well positioned to capitalize on the prevalent trends in the buildings industry, including
sustainability and energy efficiency, urbanization in smarter and safer buildings and infrastructure. The Company has three strategic priorities:
Leading position in commercial HVAC equipment: Leverage the technological advantages created by the Company’s chiller and rooftop platforms and continued
investment in emerging areas such as heat pumps, into leading positions in commercial HVAC. The Company intends to pursue both organic and inorganic
opportunities to expand its global commercial HVAC position.
Leading position in building management systems: Strengthen the existing portfolio of individual core systems across controls, fire and security while leading the
migration towards flatter architectures and convergence, and building out the capabilities to be a leader in smart buildings which result in lower cost, autonomous
and higher value customer outcomes.
Growth enabled by digital: Integrate digital capabilities into our products, including predictive analytics, digital twin technology and “smart building” applications,
to provide differentiated capabilities and drive growth. Leverage differentiated capabilities including services innovation enabled by digital, tiered service offerings
and efficient service delivery, coupled with the company’s large installed base to accelerate service growth.
To realize these priorities, the Company is leveraging its technology leadership, comprehensive product portfolio, global presence, substantial installed base and
strong channels to monetize the lifecycle opportunities of install, service, retrofit and replacement which are established and delivered by the Company’s direct
field businesses across the globe. Towards this end, the Company’s field businesses are focused on commercial excellence, technology-enabled services and
execution rigor.
Backlog
The Company’s backlog is applicable to its sales of systems and services. At September 30, 2020, the backlog was $9.4 billion, of which $9.2 billion was
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.
At September 30, 2020, remaining performance obligations were $14.4 billion, which is $5.0 billion higher than the Company's backlog of $9.4 billion.
Differences between the Company’s remaining performance obligations and backlog are primarily due to the following:
•
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;
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•
•
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.
Raw Materials
Raw materials used by the businesses in connection with their operations, including steel, aluminum, brass, copper, polypropylene and certain flurochemicals used
in fire suppression agents, were readily available during fiscal 2020. The Company expects such availability to continue. In fiscal 2021, commodity prices could
fluctuate throughout the year and could significantly affect the results of operations.
Intellectual Property
Generally, the Company seeks statutory protection for strategic or financially important intellectual property developed in connection with its business. Certain
intellectual property, where appropriate, is protected by contracts, licenses, confidentiality or other agreements. From time to time, the Company takes action to
protect its businesses by asserting its intellectual property rights against third-party infringers.
The Company owns numerous U.S. and non-U.S. patents (and their respective counterparts), the more important of which cover those technologies and inventions
embodied in current products or which are used in the manufacture of those products. While the Company believes patents are important to its business operations
and in the aggregate constitute a valuable asset, no single patent, or group of patents, is critical to the success of the business. The Company, from time to time,
grants licenses under its patents and technology and receives licenses under patents and technology of others.
The Company’s trademarks, certain of which are material to its business, are registered or otherwise legally protected in the U.S. and many non-U.S. countries
where products and services of the Company are sold. The Company, from time to time, becomes involved in trademark licensing transactions.
Most works of authorship produced for the Company, such as computer programs, catalogs and sales literature, carry appropriate notices indicating the Company’s
claim to copyright protection under U.S. law and appropriate international treaties.
Environmental, Health and Safety Matters
Laws addressing the protection of the environment and workers’ safety and health govern the Company’s ongoing global operations. They generally provide for
civil and criminal penalties, as well as injunctive and remedial relief, for noncompliance or require remediation of sites where Company-related materials have
been released into the environment.
The Company has expended substantial resources globally, both financial and managerial, to comply with environmental laws and worker safety laws and
maintains procedures designed to foster and ensure compliance. Certain of the Company’s businesses are, or have been, engaged in the handling or use of
substances that may impact workplace health and safety or the environment. The Company is committed to protecting its workers and the environment against the
risks associated with these substances.
The Company’s operations and facilities have been, and in the future may become, the subject of formal or informal enforcement actions or proceedings for
noncompliance with environmental laws and worker safety laws or for the remediation of Company-related substances released into the environment. Such matters
typically are resolved with regulatory authorities through commitments to compliance, abatement or remediation programs and, in some cases, payment of
penalties. See Note 22, "Commitments and Contingencies," of the notes to consolidated financial statements for further discussion of environmental matters.
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Government Regulation and Supervision
The Company's operations are subject to numerous federal, state and local laws and regulations, both within and outside the U.S., in areas such as consumer
protection, government contracts, international trade, environmental protection, labor and employment, tax, licensing and others. For example, most U.S. states and
non-U.S. jurisdictions in which the Company operates have licensing laws directed specifically toward the alarm and fire suppression industries. The Company's
security businesses currently rely extensively upon the use of wireline and wireless telephone service to communicate signals. Wireline and wireless telephone
companies in the U.S. are regulated by the federal and state governments. In addition, government regulation of fire safety codes can impact the Company's fire
businesses. The Company’s businesses may also be affected by changes in governmental regulation of refrigerants and energy efficiency standards, noise
regulation and product safety regulations, including changes related to hydro fluorocarbons/emissions reductions efforts, energy conservation standards and the
regulation of fluorinated gases. These and other laws and regulations impact the manner in which the Company conducts its business, and changes in legislation or
government policies can affect the Company's worldwide operations, both favorably and unfavorably. For a more detailed description of the various laws and
regulations that affect the Company's business, see Item 1A. Risk Factors.
Regulatory Capital Expenditures
The Company’s efforts to comply with numerous federal, state and local laws and regulations applicable to its business and products often results in capital
expenditures. The Company makes capital expenditures to design and upgrade its fire and security products to comply with or exceed standards applicable to the
alarm, fire suppression and security industries. The Company also makes capital expenditures to meet or exceed energy efficiency standards, including the
regulation of refrigerants, hydro fluorocarbons/emissions reductions efforts and the regulation of fluorinated gasses, particularly with respect to the Company’s
HVAC products and solutions. The Company’s ongoing environmental compliance program also results in capital expenditures. Regulatory and environmental
considerations are a part of all significant capital expenditure decisions; however, expenditures in fiscal 2020 related solely to regulatory compliance were not
material. It is management’s opinion that the amount of any future capital expenditures related to compliance with any individual regulation or grouping of related
regulations will not have a material adverse effect on the Company’s financial results or competitive position in any one year. See Note 22, "Commitments and
Contingencies," of the notes to consolidated financial statements for further discussion of environmental matters.
Human Capital Management
As of September 30, 2020, the Company employed approximately 97,000 people worldwide, of which approximately 36,000 were employed in the United States
and approximately 61,000 were outside the United States. Approximately 21,000 employees are covered by collective bargaining agreements or works councils
and the Company believes that its relations with the labor unions are generally good.
The Company believes that success of its mission is realized by the engagement and empowerment of its employees to serve and win with clients, everywhere,
every day. The Chief Human Resources Officer ("CHRO") is responsible for developing and executing the Company’s human capital strategy. This includes the
attraction, acquisition, development and engagement of talent to deliver on the Company’s strategy and the design of employee compensation and benefits
programs. The CHRO and the Chief Diversity Officer are responsible for developing and integrating the Company’s diversity and inclusion roadmap. In addition,
the Chief Executive Officer ("CEO") and CHRO regularly update the Company’s board of directors and its committees on the operation and status of these human
capital trends and activities. Key areas of focus for the Company include:
Health and Safety: The Company’s health and safety programs are designed around global standards with appropriate variations addressing the multiple
jurisdictions and regulations, specific hazards and unique working environments of the Company’s manufacturing, service and install, and headquarter operations.
The Company requires each of its locations to perform regular safety audits to ensure proper safety policies, program procedures, analyses and training are in
place. In addition, the Company engages an independent third party conformity assessment and certification vendor to audit selected operations for adherence to its
global health and safety standards. The Company utilizes a mixture of leading and lagging indicators to assess the health and safety performance of its operations.
Lagging indicators include the OSHA Total Recordable Incident Rate ("TRIR") and the Lost Time (or Lost Workday) Incident Rate ("LTIR") based upon the
number of incidents per 100 employees (or per 200,000 work hours). Leading indicators include reporting and closure of all near miss events and Environmental,
Health and Safety ("EHS") coaching and engagement conversations. Reported total workforce numbers include employees and supervised contractors. In fiscal
year 2020, the Company had a TRIR of 0.40, a LTIR of 0.12 and 0 work-related fatalities.
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Diversity and Inclusion: The Company believes that its rich culture of inclusion and diversity enables it to create, develop and fully leverage the strengths of its
workforce to exceed customer expectations and meet its growth objectives. Current key initiatives include employee experience, Business Resource Groups
("BRG"), learning and development, talent acquisition, external relationships, and metrics and measurements. The Company places a high value on inclusion,
engaging employees in our BRG programs staffed by employees with diverse backgrounds, experiences or characteristics who share a common interest in
professional development, improving corporate culture and delivering sustained business results. The Company maintains its BRG chapters worldwide across nine
categories: African American, Asia Pacific, LGBTQ+, Emerging Leaders, Hispanic, Disabilities, Veterans, Women and Sustainability. The Company uses these
groups to serve as a source of inclusion and to support the acquisition of diverse talent internally and externally. Each BRG is sponsored and supported by senior
leaders across the enterprise.
The Company has implemented several measures that focus on ensuring accountabilities exist for making progress in diversity. The CEO and other senior leaders
have diversity and inclusion objectives embedded in their annual performance goals. The Company also commits to having a diverse talent pipeline by partnering
with its business units in their workforce planning forecasts to develop initiatives and goals to recruit diverse talent across all leadership and skill areas. The
Company trains its recruiting workforce in diversity sourcing strategies and partners with external organizations that develop and supply diverse talent. As of
September 30, 2020, approximately 24% of the Company's global workforce was female and 19% of the Company's employees in managerial roles were female.
As of September 30, 2020, minorities represented approximately 27% of the Company's US workforce, of which 18% of our US employees in managerial roles
were minorities.
Training and Talent Development: The Company is committed to the continued development of its people. Strategic talent reviews and succession planning occur
on a planned cadence annually – globally and across all business areas. The CEO and CHRO convene meetings with senior company leadership and the Board of
Directors to review top enterprise talent. The Company continues to provide opportunities for the Company's internal employees to grow their careers, with over
half of open management positions filled internally during fiscal year 2020.
The Company provides technical and leadership training to employees, customers and suppliers who work for or with the Company’s products and services.
Training is provided in a number of formats to accommodate the learner’s style and pace, location, and technological knowledge and access. In fiscal year 2020,
the Company offered more than 3,000 courses to all audiences. In addition, the Company’s focus on employee development has been structured over the last
several years through programs designed to imbed essential skills that are aligned to the Company’s culture. All managers are accountable to introduce and teach a
new skill or toolset each month to their teams. In fiscal year 2020, approximately 1.37 million learning activities were completed by approximately 83,000
currently active employees.
Refer to "Impact of COVID-19 pandemic" included in Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" for
information on Human Capital Management actions taken by the Company in response to the COVID-19 pandemic.
Seasonal Factors
Certain of the Company's sales are seasonal as the demand for residential air conditioning equipment generally increases in the summer months. This seasonality is
mitigated by the other products and services provided by the Company that have no material seasonal effect.
Research and Development Expenditures
Refer to Note 1, "Summary of Significant Accounting Policies," of the notes to consolidated financial statements for research and development expenditures.
Available Information
The Company’s filings with the U.S. Securities and Exchange Commission ("SEC"), including annual reports on Form 10-K, quarterly reports on Form 10-Q,
definitive proxy statements on Schedule 14A, current reports on Form 8-K, and any amendments to those reports filed pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, are made available free of charge through the Investor Relations section of the Company’s Internet website at
http://www.johnsoncontrols.com as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the SEC. Copies of
any materials the Company files with the SEC can also be obtained free of charge through the SEC’s website at http://www.sec.gov. The Company also makes
available, free of charge, its Code of Ethics, Corporate Governance Guidelines, Board of Directors committee charters and other information related to the
Company on the Company’s Internet website or in printed
8
form upon request. The Company is not including the information contained on the Company’s website as a part of, or incorporating it by reference into, this
Annual Report on Form 10-K.
ITEM 1A RISK FACTORS
Risks Related to Economic and Political Conditions
The COVID-19 pandemic could have an adverse effect on our business, financial condition, results of operations and cash flows.
The global outbreak of COVID-19 has severely restricted the level of economic activity around the world and has caused a significant contraction in the global
economy. In response to this outbreak, the governments of many countries, states, cities and other geographic regions have taken preventive or protective actions,
such as imposing restrictions on travel and business operations. Currently, the effectiveness of economic stabilization efforts and other measures being taken to
mitigate the effects of these actions and the spread of COVID-19 remains uncertain.
As a result of the COVID-19 pandemic, we and our affiliates, employees, suppliers, customers and others have been and may continue to be restricted or prevented
from conducting normal business activities, including as a result of shutdowns, travel restrictions and other actions that may be requested or mandated by
governmental authorities. Such actions have prevented, and may in the future prevent us from accessing the facilities of our customers to deliver and install
products, provide services and complete maintenance. Although some governments have lifted shutdown orders and similar restrictions, a resurgence in the spread
of COVID-19 could cause the reinstitution of such preventive or protective measures. While a substantial portion of our businesses have been classified as essential
in jurisdictions in which facility closures have been mandated, some of our facilities have nevertheless been ordered to close, and we can give no assurance that
there will not be additional closures in the future or that our businesses will be classified as essential in each of the jurisdictions in which we operate.
The COVID-19 outbreak has impacted, and may continue to impact, our office locations, manufacturing and servicing facilities and distribution centers, as well as
those of our third-party vendors, including the effects of facility closures, reductions in operating hours and other social distancing efforts. For example, during
portions of fiscal year 2020, we experienced temporary reductions of our manufacturing and operating capacity in India, China and Mexico as a result of
government-mandated actions to control the spread of COVID-19. In addition, we have modified our business practices (including employee travel, employee
work locations and cancellation of physical participation in meetings, events and conferences), and we may take further actions as may be required by government
authorities or that we determine are in the best interests of our employees, customers, partners and suppliers. These modifications to our business practices,
including any future actions we take, may cause us to experience increases in costs, reductions in productivity and disruptions to our business routines. Further, we
have experienced, and may continue to experience, disruptions or delays in our supply chain as a result of such actions, which have resulted in higher supply chain
costs to us in order to maintain the supply of materials and components for our products.
Our management of the impact of COVID-19 has and will continue to require significant investment of time from our management and employees, as well as
resources across our global enterprise. The focus on managing and mitigating the impacts of COVID-19 on our business may cause us to divert or delay the
application of our resources toward new initiatives or investments, which may adversely impact our future results of operations. In addition, issues relating to the
COVID-19 pandemic may result in legal claims or litigation against us.
We may also experience impacts from market downturns and changes in consumer behavior related to pandemic fears as a result of COVID-19. For example, we
experienced a decline in demand in our global businesses as a result of the impact of efforts to contain the spread of COVID-19. In addition, our customers may
choose to delay or abandon projects on which we provide products and/or services. We may also experience adverse impacts on demand and sales volumes from
industries that are sensitive to economic downturns and volatility in commodity prices. Further, the COVID-19 pandemic could result in permanent changes in the
behaviors of our customers, including the increased prevalence of remote work and a corresponding decline in demand for the construction and maintenance of
commercial buildings. Any of these impacts could cause our stock price and the operating performances of our businesses to be adversely affected, which could
require us to incur material impairment, restructuring or other charges. For example, in fiscal year 2020, we were required to record an impairment charge of
indefinite-lived intangible assets primarily related to our retail business and an impairment of the North America Retail reporting unit's goodwill.
If the COVID-19 pandemic becomes more pronounced in our global markets, experiences a resurgence in markets recovering from the spread of COVID-19, or if
another significant natural disaster or pandemic were to occur in the future, our operations in areas impacted by such events could experience further adverse
financial impacts due to market changes and other resulting
9
events and circumstances. The extent to which the COVID-19 pandemic impacts our financial condition will depend on future developments that are highly
uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19, the longevity of COVID-19, the impact of
COVID-19 on economic activity, the actions to contain its impacts on public health, and the global economy and the speed at which economic activity resumes
following the lifting of measures designed to mitigate the spread of COVID-19. The impact of COVID-19 may also exacerbate other risks discussed in Item 1A of
this Annual Report on Form 10-K, any of which could have a material effect on our financial condition, results of operations and cash flows.
Some of the industries in which we operate are cyclical and, accordingly, demand for our products and services could be adversely affected by downturns
in these industries.
Much of the demand for installation of HVAC, security products, and fire detection and suppression solutions is driven by commercial and residential construction
and industrial facility expansion and maintenance projects. Commercial and residential construction projects are heavily dependent on general economic
conditions, localized demand for commercial and residential real estate and availability of credit. Commercial and residential real estate markets are prone to
significant fluctuations in supply and demand. In addition, most commercial and residential real estate developers rely heavily on project financing in order to
initiate and complete projects. Declines in real estate values could lead to significant reductions in the availability of project financing, even in markets where
demand may otherwise be sufficient to support new construction. These factors could in turn temper demand for new HVAC, fire detection and suppression, and
security installations.
Levels of industrial capital expenditures for facility expansions and maintenance are dependent on general economic conditions, economic conditions within
specific industries we serve, expectations of future market behavior and available financing. Additionally, volatility in commodity prices can negatively affect the
level of these activities and can result in postponement of capital spending decisions or the delay or cancellation of existing orders.
The businesses of many of our industrial customers are to varying degrees cyclical and have experienced periodic downturns. During such economic downturns,
including the current economic downturn caused by COVID-19, customers in these industries tend to delay major capital projects, including greenfield
construction, maintenance projects and upgrades. Additionally, demand for our products and services may be affected by volatility in energy and commodity prices
and fluctuating demand forecasts, as our customers may be more conservative in their capital planning, which may reduce demand for our products and services.
Although our industrial customers tend to be less dependent on project financing than real estate developers, disruptions in financial markets and banking systems
could make credit and capital markets difficult for our customers to access, and could significantly raise the cost of new debt for our customers. Any difficulty in
accessing these markets and the increased associated costs can have a negative effect on investment in large capital projects, including necessary maintenance and
upgrades, even during periods of favorable end-market conditions.
Many of our customers inside and outside of the industrial and commercial sectors, including governmental and institutional customers, have experienced
budgetary constraints as sources of revenue have been negatively impacted by adverse or stagnant economic conditions. These budgetary constraints have in the
past and may in the future reduce demand for our products and services among governmental and institutional customers.
Reduced demand for our products and services could result in the delay or cancellation of existing orders or lead to excess capacity, which unfavorably impacts our
absorption of fixed costs. This reduced demand may also erode average selling prices in the industries we serve. Any of these results could materially and
adversely affect our business, financial condition, results of operations and cash flows.
Risks associated with our non-U.S. operations could adversely affect our business, financial condition and results of operations.
We have significant operations in a number of countries outside the U.S., some of which are located in emerging markets. Long-term economic uncertainty in
some of the regions of the world in which we operate, such as Asia, South America, the Middle East, Europe and emerging markets, could result in the disruption
of markets and negatively affect cash flows from our operations to cover our capital needs and debt service requirements.
In addition, as a result of our global presence, a significant portion of our revenues and expenses is denominated in currencies other than the U.S. dollar. We are
therefore subject to non-U.S. currency risks and non-U.S. exchange exposure. While we employ financial instruments to hedge some of our transactional foreign
exchange exposure, these activities do not insulate us completely from those exposures. Exchange rates can be volatile and a substantial weakening of foreign
currencies against the
10
U.S. dollar could reduce our profit margin in various locations outside of the U.S. and adversely impact the comparability of results from period to period.
There are other risks that are inherent in our non-U.S. operations, including the potential for changes in socio-economic conditions, laws and regulations, including
anti-trust, import, export, labor and environmental laws, and monetary and fiscal policies; protectionist measures that may prohibit acquisitions or joint ventures, or
impact trade volumes; unsettled or unstable political conditions; government-imposed plant or other operational shutdowns; backlash from foreign labor
organizations related to our restructuring actions; corruption; natural and man-made disasters, hazards and losses; violence, civil and labor unrest, and possible
terrorist attacks.
These and other factors may have a material adverse effect on our business and results of operations.
Risks Related to Government Regulations
Our businesses operate in regulated industries and are subject to a variety of complex and continually changing laws and regulations.
Our operations and employees are subject to various U.S. federal, state and local licensing laws, codes and standards and similar foreign laws, codes, standards and
regulations. Changes in laws or regulations could require us to change the way we operate or to utilize resources to maintain compliance, which could increase
costs or otherwise disrupt operations. In addition, failure to comply with any applicable laws or regulations could result in substantial fines or revocation of our
operating permits and licenses. Competition or other regulatory investigations can continue for several years, be costly to defend and can result in substantial fines.
If laws and regulations were to change or if we or our products failed to comply, our business, financial condition and results of operations could be adversely
affected.
Due to the international scope of our operations, the system of laws and regulations to which we are subject is complex and includes regulations issued by the U.S.
Customs and Border Protection, the U.S. Department of Commerce's Bureau of Industry and Security, the U.S. Treasury Department's Office of Foreign Assets
Control and various non U.S. governmental agencies, including applicable export controls, anti-trust, customs, currency exchange control and transfer pricing
regulations, laws regulating the foreign ownership of assets, and laws governing certain materials that may be in our products. No assurances can be made that we
will continue to be found to be operating in compliance with, or be able to detect violations of, any such laws or regulations. For example, existing free trade laws
and regulations, such as the United States-Mexico-Canada Agreement, or any successor agreement, provide certain beneficial duties and tariffs for qualifying
imports and exports, subject to compliance with the applicable classification and other requirements. Changes in laws or policies governing the terms of foreign
trade, and in particular increased trade restrictions, tariffs or taxes on imports from countries where we manufacture products or from where we import products or
raw materials (either directly or through our suppliers) could have an impact on our competitive position, business and financial results. For example, certain of our
businesses have a significant presence in the United Kingdom (the “U.K.”), where the success of the Brexit referendum in 2016 has continued to cause political
and economic uncertainty. Although it is unknown what the full terms of the U.K.’s future relationship with the European Union will be, it is possible that the U.K.
may be at risk of losing access to free trade agreements for goods and services with the EU and other countries, which may result in increased tariffs on U.K.
imports and exports that could have an adverse effect on our profitability.
We cannot predict the nature, scope or effect of future regulatory requirements to which our operations might be subject or the manner in which existing laws
might be administered or interpreted.
Global climate change and related regulations could negatively affect our business.
The effects of climate change, such as extreme weather conditions, create financial risks to our business. For example, the demand for our products and services,
such as residential air conditioning equipment, may be affected by unseasonable weather conditions. The effects of climate change could also disrupt our
operations by impacting the availability and cost of materials needed for manufacturing and could increase insurance and other operating costs. These factors may
impact our decisions to construct new facilities or maintain existing facilities in areas most prone to physical climate risks. We could also face indirect financial
risks passed through the supply chain and disruptions that could result in increased prices for our products and the resources needed to produce them.
There is a general consensus that greenhouse gas emissions are linked to global climate change, and that these emissions must be reduced dramatically to avert the
worst effects of climate change. Increased public awareness and concern regarding global climate change will result in more regional and/or federal requirements
to reduce greenhouse gas emissions. For example, policies are being implemented to curtail the use of high global warming potential refrigerants, increase building
energy
11
efficiency, and shift away from the combustion of fossil fuels as a heating source. In some cases, these policies may render our existing technology and products
noncompliant, particularly within our line of HVAC products and solutions. As a result, we may be required to make increased capital expenditures to improve our
product portfolio to meet new regulations and standards. While we have been committed to continuous improvements to our product portfolio to meet and exceed
anticipated regulatory standard levels, there can be no assurance that our commitments will be successful, that our products will be accepted by the market, that
proposed regulation or deregulation will not have a negative competitive impact or that economic returns will reflect our investments in new product development.
There continues to be a lack of consistent climate legislation, which creates economic and regulatory uncertainty. Such regulatory uncertainty extends to
incentives, which if discontinued, could adversely impact the demand for energy efficient buildings, and could increase costs of compliance. These factors may
impact the demand for our products, obsolescence of our products and our results of operations.
We are subject to requirements relating to environmental and safety regulations and environmental remediation matters which could adversely affect
our business, results of operation and reputation.
We are subject to numerous federal, state and local environmental laws and regulations governing, among other things, solid and hazardous waste storage,
treatment and disposal, and remediation of releases of hazardous materials. There are significant capital, operating and other costs associated with compliance with
these environmental laws and regulations. Environmental laws and regulations may become more stringent in the future, which could increase costs of compliance
or require us to manufacture with alternative technologies and materials. For example, proposed federal and state legislative action concerning the use and clean-up
of fire-fighting foam products could negatively impact our fire-fighting business and our results of operations, thereby enhancing the risks to our business
described under “Potential liability for environmental contamination could result in substantial costs” below.
Federal, state and local authorities also regulate a variety of matters, including, but not limited to, health, safety laws governing employee injuries, and permitting
requirements in addition to the environmental matters discussed above. If we are unable to adequately comply with applicable health and safety regulations and
provide our employees with a safe working environment, we may be subject to litigation and regulatory action, in addition to negatively impacting our ability to
attract and retain talented employees. New legislation and regulations may require the Company to make material changes to its operations, resulting in significant
increases to the cost of production.
We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and similar anti-bribery laws around the
world.
The U.S. Foreign Corrupt Practices Act (the "FCPA"), the U.K. Bribery Act and similar anti-bribery laws in other jurisdictions generally prohibit companies and
their intermediaries from making improper payments to government officials or other persons for the purpose of obtaining or retaining business. Recent years have
seen a substantial increase in anti-bribery law enforcement activity, with more frequent and aggressive investigations and enforcement proceedings by both U.S.
and non-U.S. regulators, and increases in criminal and civil proceedings brought against companies and individuals. Our policies mandate compliance with these
anti-bribery laws. We operate in many parts of the world that are recognized as having governmental and commercial corruption and local customs and practices
that can be inconsistent with anti-bribery laws. We cannot assure you that our internal control policies and procedures will always protect us from reckless or
criminal acts committed by our employees or third party intermediaries. In the event that we believe or have reason to believe that our employees or agents have or
may have violated applicable anti-corruption laws, or if we are subject to allegations of any such violations, we may be required to investigate or have outside
counsel investigate the relevant facts and circumstances, which can be expensive and require significant time and attention from senior management. Violations of
these laws may result in criminal or civil sanctions, which could disrupt our business and result in a material adverse effect on our reputation, business, financial
condition, results of operations and cash flows. In addition, we could be subject to commercial impacts such as lost revenue from customers who decline to do
business with us as a result of such compliance matters, or we could be subject to lawsuits brought by private litigants, each of which could have a material adverse
effect on our reputation, business, financial condition, results of operations and cash flows.
We are subject to risks arising from regulations applicable to companies doing business with the U.S. government.
Our customers include many U.S. federal, state and local government authorities. Doing business with the U.S. government and state and local authorities subjects
us to unusual risks, including dependence on the level of government spending and compliance with and changes in governmental procurement and security
regulations. Agreements relating to the sale of products to government entities may be subject to termination, reduction or modification, either at the convenience
of the
12
government or for failure to perform under the applicable contract. We are subject to potential government investigations of business practices and compliance
with government procurement and security regulations, which can be expensive and burdensome. If we were charged with wrongdoing as a result of an
investigation, we could be suspended from bidding on or receiving awards of new government contracts, which could have a material adverse effect on the
Company's results of operations. In addition, various U.S. federal and state legislative proposals have been made in the past that would deny governmental
contracts to U.S. companies that have moved their corporate location abroad. We are unable to predict the likelihood that, or final form in which, any such
proposed legislation might become law, the nature of regulations that may be promulgated under any future legislative enactments, or the effect such enactments
and increased regulatory scrutiny may have on our business.
Risks Related to Our Business Operations
Our future growth is dependent upon our ability to develop or acquire new products and technologies that achieve market acceptance with acceptable
margins.
Our future success depends on our ability to develop or acquire, manufacture and bring competitive, and increasingly complex, products and services to market
quickly and cost-effectively. Our ability to develop or acquire new products, services and technologies requires the investment of significant resources. These
acquisitions and development efforts divert resources from other potential investments in our businesses, and they may not lead to the development of new
technologies, products or services on a timely basis. Moreover, as we introduce new products, we may be unable to detect and correct defects in the design of a
product or in its application to a specified use, which could result in loss of sales or delays in market acceptance. Even after introduction, new or enhanced products
may not satisfy customer preferences and product failures may cause customers to reject our products. As a result, these products may not achieve market
acceptance and our brand image could suffer. We must also attract, develop and retain individuals with the requisite technical expertise and understanding of
customers’ needs to develop new technologies and introduce new products, particularly as we increase investment in our digital solutions businesses and our
OpenBlue platform. The laws and regulations applicable to our products, and our customers’ product and service needs, change from time to time, and regulatory
changes may render our products and technologies noncompliant. We must also monitor disruptive technologies and business models. In addition, the markets for
our products, services and technologies may not develop or grow as we anticipate. The failure of our technology, products or services to gain market acceptance
due to more attractive offerings by our competitors, the introduction of new competitors to the market with new or innovative product offerings or the failure to
address any of the above factors could significantly reduce our revenues, increase our operating costs or otherwise materially and adversely affect our business,
financial condition, results of operations and cash flows.
Cybersecurity incidents could disrupt business operations, result in the loss of critical and confidential information, and adversely impact our reputation
and results of operations.
We rely upon the capacity, reliability and security of our IT and data security infrastructure and our ability to expand and continually update this infrastructure in
response to the changing needs of our business. As we implement new systems or integrate existing systems, they may not perform as expected. We also face the
challenge of supporting our older systems and implementing necessary upgrades. In addition, we are increasingly relying on our IT infrastructure to support our
operations as we manage the impact of COVID-19, including through initiating remote-work protocols for a substantial number of our employees in regions
impacted by the spread of the virus. If we experience a problem with the functioning of an important IT system as a result of the increased burden placed on our IT
infrastructure or a security breach of our IT systems, including during system upgrades and/or new system implementations, the resulting disruptions could have an
adverse effect on our business.
Global cybersecurity threats and incidents can range from uncoordinated individual attempts to gain unauthorized access to IT systems to sophisticated and
targeted measures known as advanced persistent threats, directed at the Company, its products, its customers and/or its third party service providers, including
cloud providers. Our customers, including the U.S. government, are increasingly requiring cybersecurity protections and mandating cybersecurity standards in our
products, and we may incur additional costs to comply with such demands. While we have experienced, and expect to continue to experience, these types of threats
and incidents, none of them to date have been material to the Company. We seek to deploy comprehensive measures to deter, prevent, detect, respond to and
mitigate these threats, including identity and access controls, data protection, vulnerability assessments, product software designs which we believe are less
susceptible to cyber attacks, continuous monitoring of our IT networks and systems, maintenance of backup and protective systems and the incorporation of
cybersecurity design throughout the lifecycle of our products. Despite these efforts, cybersecurity incidents, depending on their nature and scope, could potentially
result in the misappropriation, destruction, corruption or unavailability of critical data and confidential or proprietary information (our own or that of third parties)
and the disruption of business operations. Cybersecurity incidents aimed at the
13
software imbedded in our products could lead to third party claims that our product failures have caused a similar range of damages to our customers, and this risk
is enhanced by the increasingly connected nature of our products. The potential consequences of a material cybersecurity incident include financial loss,
reputational damage, litigation with third parties, theft of intellectual property, fines levied by the Federal Trade Commission, diminution in the value of our
investment in research, development and engineering, and increased cybersecurity protection and remediation costs due to the increasing sophistication and
proliferation of threats, which in turn could adversely affect our competitiveness and results of operations.
Data privacy, identity protection, and information security may require significant resources and presents certain risks.
We collect, store, have access to and otherwise process certain confidential or sensitive data, including proprietary business information, personal data or other
information that is subject to privacy and security laws, regulations and/or customer-imposed controls. Despite our efforts to protect such data, our business and
our products may be vulnerable to material security breaches, theft, misplaced or lost data, programming errors, or errors that could potentially lead to
compromising such data, improper use of our products, systems, software solutions or networks, unauthorized access, use, disclosure, modification or destruction
of information, defective products, production downtimes and operational disruptions. A significant actual or perceived risk of theft, loss, fraudulent use or misuse
of customer, employee or other data, whether by us, our suppliers, channel partners, customers or other third parties, as a result of employee error or malfeasance,
or as a result of the imaging, software, security and other products we incorporate into our products, as well as non-compliance with applicable industry standards
or our contractual or other legal obligations or privacy and information-security policies regarding such data, could result in costs, fines, litigation or regulatory
actions, or could lead customers to select products and services of our competitors. In addition, any such event could harm our reputation, cause unfavorable
publicity or otherwise adversely affect certain potential customers’ perception of the security and reliability of our services as well as our credibility and reputation,
which could result in lost sales. In addition, we operate in an environment in which there are different and potentially conflicting data privacy laws in effect in the
various U.S. states and foreign jurisdictions in which we operate and we must understand and comply with each law and standard in each of these jurisdictions
while ensuring the data is secure. For example, proposed regulations restricting the use of biometric security technology could impact the products and solutions
offered by our security business. Government enforcement actions can be costly and interrupt the regular operation of our business, and violations of data privacy
laws can result in fines, reputational damage and civil lawsuits, any of which may adversely affect our business, reputation and financial statements.
Infringement or expiration of our intellectual property rights, or allegations that we have infringed upon the intellectual property rights of third parties,
could negatively affect us.
We rely on a combination of trademarks, trade secrets, patents, copyrights, know-how, confidentiality provisions and licensing arrangements to establish and
protect our proprietary rights. We cannot guarantee, however, that the steps we have taken to protect our intellectual property will be adequate to prevent
infringement of our rights or misappropriation or theft of our technology, trade secrets or know-how. For example, effective patent, trademark, copyright and trade
secret protection may be unavailable or limited in some of the countries in which we operate. In addition, while we generally enter into confidentiality agreements
with our employees and third parties to protect our trade secrets, know-how, business strategy and other proprietary information, such confidentiality agreements
could be breached or otherwise may not provide meaningful protection for our trade secrets and know-how related to the design, manufacture or operation of our
products. We, from time to time, resort to litigation to protect our intellectual property rights. Such proceedings can be burdensome and costly, and we may not
prevail. Further, adequate remedies may not be available in the event of an unauthorized use or disclosure of our trade secrets and manufacturing expertise. Finally,
for those products in our portfolio that rely on patent protection, once a patent has expired, the product is generally open to competition. Products under patent
protection usually generate significantly higher revenues than those not protected by patents. If we fail to successfully enforce our intellectual property rights, our
competitive position could suffer, which could harm our business, financial condition, results of operations and cash flows.
In addition, we are, from time to time, subject to claims of intellectual property infringement by third parties, including practicing entities and non-practicing
entities. Regardless of the merit of such claims, responding to infringement claims can be expensive and time-consuming. The litigation process is subject to
inherent uncertainties, and we may not prevail in litigation matters regardless of the merits of our position. Intellectual property lawsuits or claims may become
extremely disruptive if the plaintiffs succeed in blocking the trade of our products and services and they may have a material adverse effect on our business,
financial condition, results of operations and cash flows.
14
We rely on our global direct installation channel for a significant portion of our revenue. Failure to maintain and grow the installed base resulting from
direct channel sales could adversely affect our business.
Unlike many of our competitors, the Company relies on a direct sales channel for a substantial portion of our revenue. The direct channel provides for the
installation of fire and security solutions, and HVAC equipment manufactured by the Company. This represents a significant distribution channel for our products,
creates a large installed base of our fire and security solutions, and HVAC equipment, and creates opportunities for longer term service and monitoring revenue. If
we are unable to maintain or grow this installation business, whether due to changes in economic conditions, a failure to anticipate changing customer needs, a
failure to introduce innovative or technologically advanced solutions, or for any other reason, our installation revenue could decline, which could in turn adversely
impact our product pull-through and our ability to grow service and monitoring revenue.
A material disruption of our operations, particularly at our monitoring and/or manufacturing facilities, could adversely affect our business.
If our operations, particularly at our monitoring facilities and/or manufacturing facilities, were to be disrupted as a result of significant equipment failures, natural
disasters, power outages, fires, explosions, terrorism, sabotage, adverse weather conditions, public health crises, labor disputes or other reasons, we may be unable
to effectively respond to alarm signals, fill customer orders and otherwise meet obligations to or demand from our customers, which could adversely affect our
financial performance.
Interruptions in production could increase our costs and reduce our sales. Any interruption in production capability could require us to make substantial capital
expenditures or purchase alternative material at higher costs to fill customer orders, which could negatively affect our profitability and financial condition. We
maintain property damage insurance that we believe to be adequate to provide for reconstruction of facilities and equipment, as well as business interruption
insurance to mitigate losses resulting from significant production interruption or shutdown caused by an insured loss. However, any recovery under our insurance
policies may not offset the lost sales or increased costs that may be experienced during the disruption of operations, which could adversely affect our business,
financial condition, results of operations and cash flows.
Our business may be adversely affected by work stoppages, union negotiations, labor disputes and other matters associated with our labor force.
We employ approximately 97,000 people worldwide. Approximately 21% of these employees are covered by collective bargaining agreements or works councils.
Although we believe that our relations with the labor unions and works councils that represent our employees are generally good and we have experienced no
material strikes or work stoppages recently, no assurances can be made that we will not experience in the future these and other types of conflicts with labor
unions, works councils, other groups representing employees or our employees generally, or that any future negotiations with our labor unions will not result in
significant increases in our cost of labor. Additionally, a work stoppage at one of our suppliers could materially and adversely affect our operations if an alternative
source of supply were not readily available. Stoppages by employees of our customers could also result in reduced demand for our products.
We are exposed to greater risks of liability for employee acts or omissions, or system failure, in our fire and security businesses than may be inherent in
other businesses.
If a customer or third party believes that he or she has suffered harm to person or property due to an actual or alleged act or omission of one of our employees or a
security or fire system failure, he or she may pursue legal action against us, and the cost of defending the legal action and of any judgment could be substantial. In
particular, because many of our products and services are intended to protect lives and real and personal property, we may have greater exposure to litigation risks
than businesses that provide other products and services. We could face liability for failure to respond adequately to alarm activations or failure of our fire
protection to operate as expected. The nature of the services we provide exposes us to the risks that we may be held liable for employee acts or omissions or system
failures. As a result, such employee acts or omissions or system failures could have a material adverse effect on our business, financial condition, results of
operations and cash flows.
15
We do not own the right to use the ADT® brand name in the U.S. and Canada.
We own the ADT® brand name in jurisdictions outside of the U.S. and Canada, and The ADT Corporation ("ADT") owns the brand name in the U.S. and Canada.
Although we have entered into agreements with ADT designed to protect the value of the ADT® brand, we cannot assure you that actions taken by ADT will not
negatively impact the value of the brand outside of the U.S. and Canada. These factors expose us to the risk that the ADT® brand name could suffer reputational
damage or devaluation for reasons outside of our control, including ADT's business conduct in the U.S. and Canada. Any of these factors may adversely affect our
business, financial condition, results of operations and cash flows.
Risks Related to Litigation
Potential liability for environmental contamination could result in substantial costs.
We have projects underway at multiple current and former manufacturing and testing facilities to investigate and remediate environmental contamination resulting
from past operations by us or by other businesses that previously owned or used the properties, including our Fire Technology Center and Stanton Street
manufacturing facility located in Marinette, Wisconsin. These projects relate to a variety of activities, including arsenic, solvent, oil, metal, lead, perfluorooctane
sulfonate ("PFOS"), perfluorooctanoic acid ("PFOA") and/or other per- and polyfluorinated substances ("PFAS") and other hazardous substance contamination
cleanup; and structure decontamination and demolition, including asbestos abatement. Because of uncertainties associated with environmental regulation and
environmental remediation activities at sites where we may be liable, future expenses that we may incur to remediate identified sites and resolve outstanding
litigation could be considerably higher than the current accrued liability on our consolidated statements of financial position, which could have a material adverse
effect on our business, results of operations and cash flows.
In addition, we have been named, along with others, 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 U.S. military and others for fire suppression purposes and related training exercises. Plaintiffs generally allege that the fire-fighting
foam products 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. Plaintiffs in these cases generally seek compensatory damages, including damages for alleged personal injuries,
medical monitoring, diminution in property values, investigation and remediation costs, and natural resources damages, and also seek punitive damages and
injunctive relief to address remediation of the alleged contamination. It is difficult to predict the outcome or ultimate financial exposure, if any, represented by
these matters, and there can be no assurance that any such exposure will not be material. Such claims may also negatively affect our reputation. See Note 22,
“Commitments and Contingencies,” of the notes to consolidated financial statements for additional information on these matters.
We are party to asbestos-related product litigation that could adversely affect our financial condition, results of operations and cash flows.
We and certain of our 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 typically involve 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. We cannot predict with certainty the extent to which we will be
successful in litigating or otherwise resolving lawsuits in the future and we continue to evaluate different strategies related to asbestos claims filed against us
including entity restructuring and judicial relief. Unfavorable rulings, judgments or settlement terms could have a material adverse impact on our business and
financial condition, results of operations and cash flows. See Note 22, “Commitments and Contingencies,” of the notes to consolidated financial statements for
additional information on these matters.
Risks Relating to Strategic Transactions
We may be unable to successfully execute or effectively integrate acquisitions or joint ventures.
We expect acquisitions of businesses and assets, as well as joint ventures (or other strategic arrangements), to play a role in our future growth. We cannot be
certain that we will be able to identify attractive acquisition or joint venture targets, obtain financing for acquisitions on satisfactory terms, successfully acquire
identified targets or form joint ventures, or manage the timing of acquisitions with capital obligations across our businesses.
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Acquisitions and investments may involve significant cash expenditures, debt incurrences, equity issuances, operating losses and expenses. Acquisitions involve
numerous other risks, including:
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the diversion of management attention to integration matters;
difficulties in integrating operations and systems;
challenges in conforming standards, controls, procedures and accounting and other policies, business cultures and
compensation structures;
difficulties in assimilating employees and in attracting and retaining key personnel;
challenges in keeping existing customers and obtaining new customers;
difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects;
contingent liabilities (including contingent tax liabilities) that are larger than expected; and
potential unknown liabilities, adverse consequences and unforeseen increased expenses associated with acquired
companies.
The goodwill and intangible assets recorded with past acquisitions, including our merger with Tyco, were significant and impairment of such assets could result in
a material adverse impact on our financial condition and results of operations. Competition for acquisition opportunities in the various industries in which we
operate may rise, thereby increasing our costs of making acquisitions or causing us to refrain from making further acquisitions.
Many of these factors are outside of our control, and any one of them could result in increased costs, decreased expected revenues and diversion of management
time and energy, which could materially impact our business, financial condition and results of operations.
Risks associated with joint venture investments may adversely affect our business and financial results.
We have entered into several joint ventures and we may enter into additional joint ventures in the future. Our joint venture partners may at any time have
economic, business or legal interests or goals that are inconsistent with our goals or with the goals of the joint venture. In addition, we may compete against our
joint venture partners in certain of our other markets. Disagreements with our business partners may impede our ability to maximize the benefits of our
partnerships. Our joint venture arrangements may require us, among other matters, to pay certain costs or to make certain capital investments or to seek our joint
venture partner’s consent to take certain actions. In addition, our joint venture partners may be unable or unwilling to meet their economic or other obligations
under the operative documents, and we may be required to either fulfill those obligations alone to ensure the ongoing success of a joint venture or to dissolve and
liquidate a joint venture. These risks could result in a material adverse effect on our business and financial results.
Divestitures of some of our businesses or product lines may materially adversely affect our financial condition, results of operations or cash flows.
We continually evaluate the performance and strategic fit of all of our businesses and may sell businesses or product lines. For example, we completed the spin-off
of our Automotive Experience business in October 2016 and sold our Scott Safety business in October 2017. In addition, on April 30, 2019, we sold our Power
Solutions business to BCP Acquisitions LLC. Divestitures involve risks, including difficulties in the separation of operations, services, products and personnel, the
diversion of management's attention from other business concerns, the disruption of our business, the potential loss of key employees and the retention of uncertain
environmental or other contingent liabilities related to the divested business. Some divestitures, like the Power Solutions divestiture, may be dilutive to earnings. In
addition, divestitures may result in significant asset impairment charges, including those related to goodwill and other intangible assets, which could have a
material adverse effect on our financial condition and results of operations. We cannot assure you that we will be successful in managing these or any other
significant risks that we encounter in divesting a business or product line, and any divestiture we undertake could materially and adversely affect our business,
financial condition, results of operations and cash flows, and may also result in a diversion of management attention, operational difficulties and losses. With
respect to the Power Solutions divestiture, there can be no assurance whether the strategic benefits and expected financial impact of the divestiture will be
achieved.
Risks Related to Tax Matters
The Internal Revenue Service ("IRS") may not agree that we should be treated as a non-U.S. corporation for U.S. federal tax purposes.
Under current U.S. federal tax law, a corporation is generally considered to be a tax resident in the jurisdiction of its organization or incorporation. Because
Johnson Controls International plc is an Irish incorporated entity, it would generally be
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classified as a non-U.S. corporation (and, therefore, a non-U.S. tax resident) under these rules. However, Section 7874 of the Code ("Section 7874") provides an
exception to this general rule under which a non-U.S. incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal tax
purposes.
Under Section 7874, if (1) former Johnson Controls, Inc. shareholders owned (within the meaning of Section 7874) 80% or more (by vote or value) of our ordinary
shares after the Merger by reason of holding Johnson Controls, Inc. common stock (such ownership percentage the "Section 7874 ownership percentage"), and (2)
our "expanded affiliated group" did not have "substantial business activities" in Ireland ("the substantial business activities test"), we will be treated as a U.S.
corporation for U.S. federal tax purposes. If the Section 7874 ownership percentage of the former Johnson Controls, Inc. shareholders after the Merger was less
than 80% but at least 60%, and the substantial business activities test was not met, we and our U.S. affiliates (including the U.S. affiliates historically owned by
Tyco) may, in some circumstances, be subject to certain adverse U.S. federal income tax rules (which, among other things, could limit their ability to utilize certain
U.S. tax attributes to offset U.S. taxable income or gain resulting from certain transactions). The application of these rules could result in significant additional U.S.
tax liability and limit our ability to restructure or access cash earned by certain of our non-U.S. subsidiaries, in each case, without incurring substantial U.S. tax
liabilities.
Based on the terms of the Merger, the rules for determining share ownership under Section 7874 and certain factual assumptions, we believe that former Johnson
Controls, Inc. shareholders owned (within the meaning of Section 7874) less than 60% (by both vote and value) of our ordinary shares after the Merger by reason
of holding shares of Johnson Controls, Inc. common stock. Therefore, under current law, we believe that we should not be treated as a U.S. corporation for U.S.
federal tax purposes and that Section 7874 should otherwise not apply to us or our affiliates as a result of the Merger.
However, the determination of the Section 7874 ownership percentage is complex and is subject to factual and legal uncertainties. Thus, there can be no assurance
that the IRS will agree with the position that we should not be treated as a U.S. corporation for U.S. federal tax purposes or that Section 7874 does not otherwise
apply as a result of the Merger.
Regardless of any application of Section 7874, we are treated as an Irish tax resident for Irish tax purposes. Consequently, if we were to be treated as a U.S.
corporation for U.S. federal tax purposes under Section 7874, we could be liable for both U.S. and Irish taxes, which could have a material adverse effect on our
financial condition and results of operations.
Future potential changes to the tax laws could adversely affect us and our U.S. affiliates (including the U.S. affiliates historically owned by Tyco).
Legislative and regulatory action may be taken in the U.S., which, if ultimately enacted, could override tax treaties upon which we rely, or broaden the
circumstances under which we would be considered a U.S. resident, each of which could materially and adversely affect our effective tax rate. We cannot predict
the outcome of any specific legislative or regulatory proposals and such changes could have a prospective or retroactive application. However, if proposals were
enacted that had the effect of disregarding the incorporation in Ireland or limiting Johnson Controls International plc’s ability, as an Irish company, to take
advantage of tax treaties with the U.S., we could be subject to increased taxation, potentially significant expense, and/or other adverse tax consequences.
Additionally, the U.S. Congress, government agencies in jurisdictions where we and our affiliates do business, and the Organization for Economic Co-operation
and Development have focused on issues related to the taxation of multinational corporations, such as base erosion and profit shifting. It is possible that
jurisdictions in which we do business could react to such developments or their own concerns by enacting tax legislation that could adversely affect us or our
affiliates. There is uncertainty regarding the tax policies of the jurisdictions where we operate, and if changes are enacted, there could be a resulting increase in our
effective tax rate. Additionally, the tax laws of Ireland and other jurisdictions could change in the future, and such changes could cause a material increase in our
effective tax rate.
Changes to the U.S. model income tax treaty could adversely affect us.
On February 17, 2016, the U.S. Treasury released a revised U.S. model income tax convention (the "new model"), which is the baseline text used by the U.S.
Treasury to negotiate tax treaties. If any or all of the modifications to the model treaty are adopted in the main jurisdictions in which we do business, they could,
among other things, cause double taxation, increase audit risk and substantially increase our worldwide tax liability. We cannot predict the outcome of any specific
modifications to the model treaty, and we cannot provide assurance that any such modifications will not apply to us.
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Negative or unexpected tax consequences could adversely affect our results of operations.
Adverse changes in the underlying profitability and financial outlook of our operations in several jurisdictions could lead to additional changes in our valuation
allowances against deferred tax assets and other tax reserves on our statement of financial position, and the future sale of certain businesses could potentially result
in the reversal of outside basis differences that could adversely affect our results of operations and cash flows. Additionally, changes in tax laws in the U.S., Ireland
or in other countries where we have significant operations could materially affect deferred tax assets and liabilities on our consolidated statements of financial
position and our income tax provision in our consolidated statements of income.
We are also subject to tax audits by governmental authorities. Negative unexpected results from one or more such tax audits could adversely affect our results of
operations.
Risks Relating to Our Jurisdiction of Incorporation
Irish law differs from the laws in effect in the U.S. and may afford less protection to holders of our securities.
It may not be possible to enforce court judgments obtained in the U.S. against us in Ireland based on the civil liability provisions of the U.S. federal or state
securities laws. In addition, there is some uncertainty as to whether the courts of Ireland would recognize or enforce judgments of U.S. courts obtained against us
or our directors or officers based on the civil liabilities provisions of the U.S. federal or state securities laws or hear actions against us or those persons based on
those laws. We have been advised that the U.S. currently does not have a treaty with Ireland providing for the reciprocal recognition and enforcement of judgments
in civil and commercial matters. Therefore, a final judgment for the payment of money rendered by any U.S. federal or state court based on civil liability, whether
or not based solely on U.S. federal or state securities laws, would not automatically be enforceable in Ireland.
A judgment obtained against us will be enforced by the courts of Ireland if the following general requirements are met:
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U.S. courts must have had jurisdiction in relation to the particular defendant according to Irish conflict of law rules (the submission to jurisdiction by the
defendant would satisfy this rule); and
the judgment must be final and conclusive and the decree must be final and unalterable in the court which pronounces it.
A judgment can be final and conclusive even if it is subject to appeal or even if an appeal is pending. But where the effect of lodging an appeal under the applicable
law is to stay execution of the judgment, it is possible that in the meantime the judgment may not be actionable in Ireland. It remains to be determined whether
final judgment given in default of appearance is final and conclusive. Irish courts may also refuse to enforce a judgment of the U.S. courts which meets the above
requirements for one of the following reasons:
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the judgment is not for a definite sum of money;
the judgment was obtained by fraud;
the enforcement of the judgment in Ireland would be contrary to natural or constitutional justice;
the judgment is contrary to Irish public policy or involves certain U.S. laws which will not be enforced in Ireland; or
jurisdiction cannot be obtained by the Irish courts over the judgment debtors in the enforcement proceedings by personal service Ireland or outside Ireland
under Order 11 of the Irish Superior Courts Rules.
As an Irish company, Johnson Controls is governed by the Irish Companies Acts, which differ in some material respects from laws generally applicable to U.S.
corporations and shareholders, including, among others, differences relating to interested director and officer transactions and shareholder lawsuits. Likewise, the
duties of directors and officers of an Irish company generally are owed to the company only. Shareholders of Irish companies generally do not have a personal
right of action against directors or officers of the company and may exercise such rights of action on behalf of the company only in limited circumstances.
Accordingly, holders of Johnson Controls International plc securities may have more difficulty protecting their interests than would holders of securities of a
corporation incorporated in a jurisdiction of the U.S.
Transfers of Johnson Controls ordinary shares may be subject to Irish stamp duty.
For the majority of transfers of Johnson Controls ordinary shares, there is no Irish stamp duty. However, Irish stamp duty is payable for certain share transfers. A
transfer of Johnson Controls ordinary shares from a seller who holds shares beneficially (i.e. through the Depository Trust Company ("DTC")) to a buyer who
holds the acquired shares beneficially is not subject to Irish stamp duty (unless the transfer involves a change in the nominee that is the record holder of the
transferred shares). A
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transfer of Johnson Controls ordinary shares by a seller who holds shares directly (i.e. not through DTC) to any buyer, or by a seller who holds the shares
beneficially to a buyer who holds the acquired shares directly, may be subject to Irish stamp duty (currently at the rate of 1% of the price paid or the market value
of the shares acquired, if higher) payable by the buyer. A shareholder who directly holds shares may transfer those shares into his or her own broker account to be
held through DTC without giving rise to Irish stamp duty provided that the shareholder has confirmed to Johnson Controls transfer agent that there is no change in
the ultimate beneficial ownership of the shares as a result of the transfer and, at the time of the transfer, there is no agreement in place for a sale of the shares.
We currently intend to pay, or cause one of our affiliates to pay, stamp duty in connection with share transfers made in the ordinary course of trading by a seller
who holds shares directly to a buyer who holds the acquired shares beneficially. In other cases, Johnson Controls may, in its absolute discretion, pay or cause one
of its affiliates to pay any stamp duty. Johnson Controls Memorandum and Articles of Association provide that, in the event of any such payment, Johnson
Controls (i) may seek reimbursement from the buyer, (ii) may have a lien against the Johnson Controls ordinary shares acquired by such buyer and any dividends
paid on such shares and (iii) may set-off the amount of the stamp duty against future dividends on such shares. Parties to a share transfer may assume that any
stamp duty arising in respect of a transaction in Johnson Controls ordinary shares has been paid unless one or both of such parties is otherwise notified by Johnson
Controls.
Dividends paid by us may be subject to Irish dividend withholding tax.
In certain circumstances, as an Irish tax resident company, we will be required to deduct Irish dividend withholding tax (currently at the rate of 20%) from
dividends paid to our shareholders. Shareholders that are residents in the U.S., European Union countries (other than Ireland) or other countries with which Ireland
has signed a tax treaty (whether the treaty has been ratified or not) generally should not be subject to Irish withholding tax so long as the shareholder has provided
its broker, for onward transmission to our qualifying intermediary or other designated agent (in the case of shares held beneficially), or us or our transfer agent (in
the case of shares held directly), with all the necessary documentation by the appropriate due date prior to payment of the dividend. However, some shareholders
may be subject to withholding tax, which could adversely affect the price of our ordinary shares.
Dividends received by you could be subject to Irish income tax.
Dividends paid in respect of Johnson Controls ordinary shares generally are not subject to Irish income tax where the beneficial owner of these dividends is exempt
from dividend withholding tax, unless the beneficial owner of the dividend has some connection with Ireland other than his or her shareholding in Johnson
Controls.
Johnson Controls shareholders who receive their dividends subject to Irish dividend withholding tax generally will have no further liability to Irish income tax on
the dividend unless the beneficial owner of the dividend has some connection with Ireland other than his or her shareholding in Johnson Controls.
General Risk Factors
General economic, political, credit and capital market conditions could adversely affect our financial performance, our ability to grow or sustain our
businesses and our ability to access the capital markets.
We compete around the world in various geographic regions and product markets. Global economic and political conditions affect each of our primary businesses
and the businesses of our customers and suppliers. Any future financial distress or disruption in the industries and/or markets where we compete could negatively
affect our revenues and financial performance in future periods, result in future restructuring charges, and adversely impact our ability to grow or sustain our
businesses. Further, negative economic conditions as a result of the COVID-19 pandemic in one or more countries or regions in which we operate could require
changes to funding certain of our strategic growth investments.
The capital and credit markets provide us with liquidity to operate and grow our businesses beyond the liquidity that operating cash flows provide. A worldwide
economic downturn and/or disruption of the credit markets, including the economic downturn and capital market volatility caused by the COVID-19 pandemic,
could reduce our access to capital necessary for our operations and executing our strategic plan. If our access to capital were to become significantly constrained,
or if costs of capital increased significantly due to lowered credit ratings, prevailing industry conditions, the volatility of the capital markets or other factors; then
our financial condition, results of operations and cash flows could be adversely affected.
If we are unable to adequately react to negative economic impacts that decrease demand for our products and services and/or negative movements in capital
markets our results of operations, financial condition or liquidity could be adversely affected.
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The potential insolvency or financial distress of third parties could adversely impact our business and results of operations.
We are exposed to the risk that third parties to various arrangements who owe us money or goods and services, or who purchase goods and services from us, will
not be able to perform their obligations or continue to place orders due to insolvency or financial distress. Notably, the global COVID-19 pandemic has created
heightened risk that third parties may be unable to perform their obligations or suffer financial distress due to the global economic impact of the pandemic and the
regulatory measures that have been enacted by governments to contain the spread of the virus, however, we are unable predict the impact that COVID-19 will have
on any of our customers, suppliers, vendors, and other business partners, and each of their financial conditions or their ability to perform their obligations. If third
parties fail to perform their obligations under arrangements with us, we may be forced to replace the underlying commitment at current or above market prices or
on other terms that are less favorable to us. In such events, we may incur losses, or our results of operations, financial condition or liquidity could otherwise be
adversely affected.
Legal proceedings in which we are, or may be, a party may adversely affect us.
We are currently, and may in the future, become subject to legal proceedings and commercial or contractual disputes. These are typically claims that arise in the
normal course of business including, without limitation, commercial or contractual disputes with our suppliers or customers, intellectual property matters, third
party liability, including product liability claims, and employment claims.
Our business success depends on attracting and retaining qualified personnel.
Our ability to sustain and grow our business requires us to hire, retain and develop a highly skilled and diverse management team and workforce. Failure to ensure
that we have the leadership capacity with the necessary skill set and experience could impede our ability to deliver our growth objectives, execute our strategic plan
and effectively transition our leadership. Organizational and reporting changes resulting from any future leadership transition or corporate initiatives could result in
increased turnover. Additionally, any unplanned turnover or inability to attract and retain key employees could have a negative effect on our results of operations.
Volatility in commodity prices may adversely affect our results of operations.
Increases in commodity costs can negatively impact the profitability of orders in backlog as prices on such orders are typically fixed; therefore, in the short-term,
our ability to adjust for changes in certain commodity prices is limited. In these cases, if we are not able to recover commodity cost increases through price
increases to our customers on new orders, then such increases will have an adverse effect on our results of operations. In cases where commodity price risk cannot
be naturally offset or hedged through supply based fixed-price contracts, we use commodity hedge contracts to minimize overall price risk associated with our
anticipated commodity purchases. Unfavorability in our hedging programs during a period of declining commodity prices could result in lower margins as we
reduce prices to match the market on a fixed commodity cost level. Additionally, to the extent we do not or are unable to hedge certain commodities and the
commodity prices substantially increase, such increases will have an adverse effect on our results of operations.
Risks related to our defined benefit retirement plans may adversely impact our results of operations and cash flow.
Significant changes in actual investment return on defined benefit plan assets, discount rates, mortality assumptions and other factors could adversely affect our
results of operations and the amounts of contributions we must make to our defined benefit plans in future periods. Because we mark-to-market our defined benefit
plan assets and liabilities on an annual basis, large non-cash gains or losses could be recorded in the fourth quarter of each fiscal year or when a remeasurement
event occurs. Generally accepted accounting principles in the U.S. require that we calculate income or expense for the plans using actuarial valuations. These
valuations reflect assumptions about financial markets and interest rates, which may change based on economic conditions. Funding requirements for our defined
benefit plans are dependent upon, among other factors, interest rates, underlying asset returns and the impact of legislative or regulatory changes related to defined
benefit funding obligations. For a discussion regarding the significant assumptions used to determine net periodic benefit cost, refer to "Critical Accounting
Estimates and Policies" included in Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations."
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A downgrade in the ratings of our debt could restrict our ability to access the debt capital markets and increase our interest costs.
Unfavorable changes in the ratings that rating agencies assign to our debt may ultimately negatively impact our access to the debt capital markets and increase the
costs we incur to borrow funds. If ratings for our debt fall below investment grade, our access to the debt capital markets would become restricted and the price we
pay to issue debt could increase. Historically, we have relied on our ability to issue commercial paper rather than to draw on our credit facility to support our daily
operations, which means that a downgrade in our ratings or volatility in the financial markets causing limitations to the debt capital markets could have an adverse
effect on our business or our ability to meet our liquidity needs.
Additionally, several of our credit agreements generally include an increase in interest rates if the ratings for our debt are downgraded. Further, an increase in the
level of our indebtedness may increase our vulnerability to adverse general economic and industry conditions and may affect our ability to obtain additional
financing.
A variety of other factors could adversely affect the results of operations of our business.
Any of the following could materially and adversely impact the results of operations of our business: loss of, changes in, or failure to perform under guaranteed
performance contracts with our major customers; cancellation of, or significant delays in, projects in our backlog; delays or difficulties in new product
development; our ability to recognize the expected benefits of our restructuring actions, financial instability or market declines of our major component suppliers;
the unavailability of raw materials (primarily steel, copper and electronic components) necessary for production of our products; price increases of limited-source
components, products and services that we are unable to pass on to the market; unseasonable weather conditions in various parts of the world; changes in energy
costs or governmental regulations that would decrease the incentive for customers to update or improve their building control systems; and natural or man-made
disasters or losses that impact our ability to deliver products and services to our customers.
ITEM 1B UNRESOLVED STAFF COMMENTS
The Company has no unresolved written comments regarding its periodic or current reports from the staff of the SEC.
ITEM 2 PROPERTIES
The Company has properties in approximately 65 countries throughout the world, with its world headquarters located in Cork, Ireland and its North American
operational headquarters located in Milwaukee, Wisconsin USA. The Company’s wholly- and majority-owned facilities primarily consist of manufacturing, sales
and service offices, research and development facilities, monitoring centers, and assembly and/or warehouse centers. At September 30, 2020, these properties
totaled approximately 44 million square feet of floor space of which 18 million square feet are owned and 26 million square feet are leased. The Company
considers its facilities to be suitable for their current uses and adequate for current needs. The majority of the facilities are operating at normal levels based on
capacity. The Company does not anticipate difficulty in renewing existing leases as they expire or in finding alternative facilities.
ITEM 3 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
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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. On October 17, 2019, the court heard oral arguments on the motion to dismiss and took the matter under advisement. 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 22, "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 I, Item 3, "Legal Proceedings."
ITEM 4 MINE SAFETY DISCLOSURES
Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to General Instruction G(3) of Form 10-K, the following list of executive officers of the Company as of November 16, 2020 is included as an unnumbered
Item in Part I of this report in lieu of being included in the Company’s Proxy Statement relating to the annual general meeting of shareholders to be held on March
10, 2021.
Tomas Brannemo, 49, has served as Vice President and President, Building Solutions, Europe, Middle East, Africa and Latin America since September
2019. He previously served as Senior Vice President and President, Water Infrastructure and Europe Commercial Team of Xylem Inc., a leading global water
technology company. At Xylem, he also served as Senior Vice President and President, Transport and Treatment, from 2017 to 2019 and other roles from
2010 to 2017. Between 2006 and 2010, he held various marketing, sales and engineering positions at Volvo Construction Company.
John Donofrio, 58, has served as Executive Vice President and General Counsel of the Company since November 15, 2017. He previously served as Vice
President, General Counsel and Secretary of Mars, Incorporated, a global food manufacturer from October 2013 to November 2017. Before joining Mars in
October 2013, Mr. Donofrio was Executive Vice President, General Counsel and Secretary for The Shaw Group Inc., a global engineering and construction
company, from October 2009 until February 2013. Prior to joining Shaw, Mr. Donofrio was Senior Vice President, General Counsel and Chief Compliance
Officer at Visteon Corporation, a global automotive supplier, a position he held from 2005 until October 2009. Mr. Donofrio has been a Director of FARO
Technologies, Inc., a designer, developer, manufacturer and marketer of software driven, 3D measurement, imaging and realization systems, since 2008.
Michael J. Ellis, 64, has served as Executive Vice President and Chief Customer & Digital Officer since October 2019. From May 2018 to October 2019, he
served as a Managing Director at Accenture, a global provider of professional services in strategy, consulting, digital, technology and operations. He
previously served as Chairman and CEO of ForgeRock, a global digital security software company, from 2012 to 2018. Prior to joining ForgeRock, from 2008
to 2012, he held various senior executive roles at SAP SE, a global provider of enterprise software solutions. Previously, he also served as Chief Executive
Officer of Univa, a leading innovator in enterprise-grade workload management and optimization solutions, and as Senior Vice President Business
Development at i2 Technologies, a provider of supply chain solutions.
Visal Leng, 50, has served as Vice President and President, Building Solutions, Asia Pacific since September 2018. He previously served as President Asia
Pacific of Baker Hughes, the world’s first and only full stream provider of integrated oilfield products, services and digital solutions, from July 2017 to
September 2018. Prior to the merger of Baker Hughes with General Electric in 2017, he held a number of roles with increasing responsibility in General
Electric from his hire in November 1996, including President of its Asia Pacific oil and gas operations from January 2014 to July 2017; and Asia Pacific
Regional General Manager from October 2011 to December 2013.
Olivier Leonetti, 55, was elected Executive Vice President and Chief Financial Officer-Elect in September 2020 and will assume the role of Chief Financial
Officer and Principal Financial Officer on the date immediately following the filing of this Annual Report on Form 10-K. Prior to joining Johnson Controls,
Mr. Leonetti served as the Senior Vice President and Chief Financial Officer of Zebra Technologies, a provider of enterprise-level data capture and automatic
identification solutions, a position he had held since November 2016. Prior to joining Zebra, Mr. Leonetti was the Executive Vice
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President and Chief Financial Officer of Western Digital, a provider of data infrastructure solutions from 2014 to 2016. Prior to joining Western Digital, Mr.
Leonetti served as Vice President of Finance – Global Commercial Organization at Amgen, Inc. from 2011 to 2014. From 1997 to 2011, Mr. Leonetti served
in various senior finance positions with increasing responsibility at Dell Inc., including most recently as Vice President of Finance. Prior to joining Dell Inc.,
Mr. Leonetti served in various worldwide finance capacities with Lex Rac Service plc and the Gillette Company. Mr. Leonetti also serves as a director on the
board of Eaton Corporation plc, a provider of power management technologies and services.
Nathan Manning, 44, was elected Vice President and President, Building Solutions, North America in October 2020. He previously served as Vice President
and General Manager, Field Operations, from March 2020 to October 2020 and Vice President and General Manager, HVAC and Controls Building Solutions
North America, from January 2019 to March 2020. Prior to joining Johnson Controls, he served in various roles at General Electric, a diversified industrial
and technology company, where he held the position of General Manager, Operational Excellence for General Electric’s GE Power segment from August
2017 until December 2018 and the position of General Manager, Services of GE Energy Connections, a division of GE Power, from November 2015 until
August 2017. Prior to joining General Electric, Mr. Manning served as Vice President, General Manager of Eaton Aerospace, a segment of Eaton Corporation
plc, a provider of power management technologies and services, from February 2014 until November 2015. Prior to joining Eaton, Mr. Manning served in a
number of roles with increasing responsibility in General Electric from his hire in January 2000, including as President and Chief Executive Officer of Aviage
Systems, a joint venture between General Electric and Aviation Industry Corporation of China, from July 2012 until February 2014.
Lynn Minella, 62, has served as Executive Vice President and Chief Human Resources Officer since June 2017. Prior to joining Johnson Controls, she served
as Group Human Resources Director at BAE Systems Plc from June 2012 to June 2017. Prior to BAE Systems, she was with Air Products and Chemicals, Inc.
from 2004 until 2012 where she was the Senior Vice President of Human Resources and Communications. Earlier in her career she also held a variety of
human resources roles of increasing responsibility at International Business Machines Corporation.
George R. Oliver, 61, has served as Chief Executive Officer and Chairman of the Board since September 2017. He previously served as our President and
Chief Operating Officer following the completion of the merger of Johnson Controls and Tyco in September 2016. Prior to that, Mr. Oliver was Tyco's Chief
Executive Officer, a position he held since September 2012. He joined Tyco in July 2006, and served as President of a number of operating segments from
2007 through 2011. Before joining Tyco, he served in operational leadership roles of increasing responsibility at several General Electric divisions. Mr. Oliver
also serves as a Director on the board of Raytheon Technologies, an aerospace and defense company.
Ganesh Ramaswamy, 52, has served as Vice President and President, Global Services for Johnson Controls since December 2019. From 2015 to 2019, Mr.
Ramaswamy served in various executive leadership roles at Danaher Corporation, a diversified manufacturer of life sciences, diagnostics, and industrial
products and services, including Senior Vice President, High Growth markets—Beckman Coulter, President, Videojet Technologies, and, most recently, as
Danaher Vice President & Group Executive, Marking & Coding. From 2011 to 2015, Mr. Ramaswamy served in various executive roles at Pentax Medical, a
provider of endoscopic imaging devices and solutions, including as President of Pentax Medical from 2013 to 2015. Earlier in his career, Mr. Ramaswamy
served in various roles of increasing responsibility with the General Electric Company across product development, service operations, and general
management.
Brian J. Stief, 64, has served as Vice Chairman and Chief Financial Officer since November 2019. He also serves as the Company's Principal Financial
Officer. He was elected Executive Vice President and Chief Financial Officer following the completion of the Merger in September 2016 and served in that
role until November 2019. Prior to the Merger, he was elected Executive Vice President and Chief Financial Officer of Johnson Controls, Inc. in September
2014. He previously served Johnson Controls, Inc. as Vice President and Corporate Controller from 2010 to 2014. Prior to joining Johnson Controls, Inc. in
2010, Mr. Stief was a partner with PricewaterhouseCoopers LLP (an audit and assurance, tax and consulting services provider), which he joined in 1979 and in
which he became partner in 1989. As previously disclosed, Mr. Leonetti will succeed Mr. Stief as the Company’s Chief Financial Officer and Principal
Financial Officer on the date immediately following the filing of this Annual Report on Form 10-K.
Robert VanHimbergen, 44, has served as Vice President and Corporate Controller since December 2017. Mr. VanHimbergen joined Johnson Controls in 2007
as the Corporate Director of Global Accounting and has held various Corporate and Power Solutions positions of increasing responsibility. His most recent
position was serving as the Chief
24
Financial Officer of Yanfeng Automotive Interiors, an Adient joint venture, formed in 2015. Mr. VanHimbergen began his career at PricewaterhouseCoopers
in 1998.
Jeff M. Williams, 59, has served as Vice President and President, Global Products, Building Technologies and Solutions since July 2019. He previously served
as Vice President and President, Building Solutions, Europe, Middle East, Africa and Latin America from March 2017 to July 2019. Prior thereto, he served as
Vice President - Enterprise Operations - Engineering and Supply Chain from January 2015 through the Merger to March 2017. With respect to roles at
Johnson Controls, Inc., he served as Vice President, Program Management Office from 2015 to 2016, as Group Vice President and General Manager Global
Seating & Supply Chain from 2013 to 2014, and as Group Vice President and General Manager Customer Group Americas from 2010 to 2012. Mr. Williams
joined Johnson Controls, Inc. in 1984.
There are no family relationships, as defined by the instructions to this item, among the Company’s executive officers.
PART II
ITEM 5 MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
The shares of the Company’s ordinary shares are traded on the New York Stock Exchange under the symbol "JCI."
Title of Class
Ordinary Shares, $0.01 par value
Number of Record Holders
as of October 31, 2020
33,602
In March 2019, the Company's Board of Directors approved an $8.5 billion increase to its existing 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 fiscal year 2020, the Company repurchased
approximately $2.2 billion of its ordinary shares on an open market. As of September 30, 2020, approximately $2.4 billion remains available under the share
repurchase program.
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 September 30, 2020.
Period
7/1/20 - 7/31/20
Purchases by Company
8/1/20 - 8/31/20
Purchases by Company
9/1/20 - 9/30/20
Purchases by Company
Total Number of Shares
Purchased
Average Price Paid per
Share
Total Number of Shares
Purchased as Part of the
Publicly Announced
Program
Approximate Dollar
Value of Shares that
May Yet be Purchased
under the Programs
7,582,369 $
4,606,669
6,824,919
35.74
39.62
41.54
7,582,369 $
2,827,957,020
4,606,669
2,645,430,057
6,824,919
2,361,931,131
During the three months ended September 30, 2020, 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.
Equity compensation plan information is incorporated by reference from Part III, Item 12, "Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters," of this document and should be considered an integral part of this Item 5.
25
The following information in Item 5 is not deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation 14A or 14C under the
Securities Exchange Act of 1934 ("Exchange Act") or to the liabilities of Section 18 of the Exchange Act, and will not be deemed to be incorporated by reference
into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such a filing.
The line graph below compares the cumulative total shareholder return on the Company's ordinary shares with the cumulative total return of companies on the
Standard & Poor’s ("S&P’s") 500 Stock Index and the companies on the S&P 500 Industrials Index. This graph assumes the investment of $100 on September 30,
2015 and the reinvestment of all dividends since that date.
26
ITEM 6 SELECTED FINANCIAL DATA
The following selected financial data reflects the results of operations, financial position data and ordinary share information for the fiscal years ended
September 30, 2016 through September 30, 2020 (dollars in millions, except per share data).
OPERATING RESULTS
Net sales
Segment EBITA (1)
Income (loss) from continuing operations attributable to Johnson
Controls (6)
Net income (loss) attributable to Johnson Controls
Earnings (loss) per share from continuing operations (6)
Basic
Diluted
Return on average shareholders’ equity attributable to Johnson Controls
(2) (6)
Capital expenditures
Depreciation and amortization
Number of employees
FINANCIAL POSITION
Working capital (as defined) (3)
Total assets
Long-term debt
Total debt
Shareholders' equity attributable to Johnson Controls
Total debt to capitalization (4)
Net book value per share (5)
ORDINARY SHARE INFORMATION
Dividends per share
Market prices
High
Low
Weighted average shares (in millions)
Basic
Diluted
Number of shareholders
$
$
$
$
$
$
$
$
$
$
$
$
$
$
2020
22,317
2,948
631
631
0.84
0.84
3 %
443
822
97,000
147
40,815
7,526
7,819
17,447
31 %
24.03
1.04
44.82
22.78
751.0
753.6
33,776
Year ended September 30,
2018
2019
2017
$
$
$
$
$
$
$
23,968
3,041
1,100
5,674
1.26
1.26
5 %
586
825
104,000
975
42,287
6,708
7,219
19,766
27 %
25.42
1.04
44.65
28.30
870.2
874.3
35,367
$
$
$
$
$
$
$
23,400
3,138
1,175
2,162
1.27
1.26
6 %
645
824
122,000
471
48,797
9,623
10,930
21,164
34 %
22.88
1.04
42.60
32.89
925.7
931.7
37,836
$
$
$
$
$
$
$
22,835
2,831
672
1,611
0.72
0.71
3 %
760
919
121,000
449
51,884
11,885
13,465
20,447
40 %
22.03
1.00
46.17
36.74
935.3
944.6
40,260
2016
14,184
1,427
(10)
(868)
(0.01)
(0.01)
— %
491
382
209,000
(619)
63,179
10,966
12,636
24,118
34 %
25.77
1.16
48.97
30.30
667.4
672.6
41,299
(1)
(2)
(3)
Segment earnings before interest, taxes and amortization ("EBITA") is calculated as income from continuing operations before income taxes and
noncontrolling interests, excluding general corporate expenses, intangible asset amortization, net financing charges, restructuring and impairment costs,
and net mark-to-market adjustments related to pension and postretirement plans and restricted asbestos investments. Refer to Note 19, “Segment
Information,” of the notes to consolidated financial statements for a reconciliation of segment EBITA to income from continuing operations before income
taxes.
Return on average shareholders’ equity attributable to Johnson Controls represents income from continuing operations attributable to Johnson Controls
divided by average shareholders’ equity attributable to Johnson Controls.
Working capital is defined as current assets less current liabilities, excluding cash, short-term debt, the current portion of long-term debt, and the current
portions of assets and liabilities held for sale.
27
(4)
(5)
(6)
Total debt to total capitalization represents total debt divided by the sum of total debt and shareholders’ equity attributable to Johnson Controls.
Net book value per share represents shareholders’ equity attributable to Johnson Controls divided by the number of shares outstanding at the end of the
period.
Income (loss) from continuing operations attributable to Johnson Controls includes $783 million, $235 million, $255 million, $347 million and $222
million of significant restructuring and impairment costs in fiscal year 2020, 2019, 2018, 2017 and 2016, respectively. It also includes $274 million, $618
million, $(24) million, $(384) million and $341 million of net mark-to-market losses (gains) in fiscal year 2020, 2019, 2018, 2017 and 2016, respectively.
The preceding amounts are stated on a pre-tax basis.
ITEM 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
General
The Company engineers, manufactures and commissions building products and systems, including residential and commercial HVAC equipment, industrial
refrigeration systems, controls, security systems, fire detection systems and fire suppression solutions. The Company further serves customers by providing
technical services, including maintenance, repair, retrofit and replacement of equipment (in the HVAC, security and fire-protection space), energy-management
consulting and data-driven “smart building” services and solutions powered by its digital platforms and capabilities.
This discussion summarizes the significant factors affecting the consolidated operating results, financial condition and liquidity of the Company for the fiscal year
ended September 30, 2020. This discussion should be read in conjunction with Item 8, the consolidated financial statements and the notes to consolidated financial
statements. A detailed discussion of the 2019 to 2018 year-over-year changes are not included herein and can be found in the Management's Discussion and
Analysis section in the Company's 2019 Annual Report on Form 10-K filed November 21, 2019.
Impact of COVID-19 pandemic
The global outbreak of COVID-19 has severely restricted the level of economic activity around the world and has caused a significant contraction in the global
economy. In response to this outbreak, the governments of many countries, states, cities and other geographic regions have taken preventative or protective actions,
such as imposing restrictions on travel and business operations.
The Company’s affiliates, employees, suppliers, customers and others have been and may continue to be restricted or prevented from conducting normal business
activities, including as a result of shutdowns, travel restrictions and other actions that may be requested or mandated by governmental authorities. Such actions
have and may in the future prevent the Company from accessing the facilities of its customers to deliver and install products, provide services and complete
maintenance. In addition, some of the Company’s customers have chosen to delay or abandon projects on which the Company provides products and/or services as
a result of such actions. Although some governments have lifted shutdown orders and similar restrictions, a resurgence in the spread of COVID-19 could cause the
reinstitution of such preventive or protective measures. While a substantial portion of the Company's businesses have been classified as an essential business in
jurisdictions in which facility closures have been mandated, some of its facilities have nevertheless been ordered to close, and we can give no assurance that there
will not be additional closures in the future or that our businesses will be classified as essential in each of the jurisdictions in which we operate.
In response to the challenges presented by COVID-19, the Company has focused its efforts on preserving the health and safety of its employees and customers, as
well as maintaining the continuity of its operations. The Company has modified its business practices in response to the COVID-19 outbreak, including restricting
non-essential employee travel, implementation of remote work protocols, and cancellation of physical participation in meetings, events and conferences. The
Company has also instituted preventive measures at its facilities, including enhanced health and safety protocols, temperature screening, requiring face coverings
for all employees and encouraging employees to follow similar protocols when away from work. The Company has adopted a multifaceted framework to guide its
decision making when evaluating the readiness of its facilities to safely reopen and operate, and will continue to monitor and audit its facilities to ensure that they
are in compliance with the Company’s COVID-19 safety requirements.
28
In the second quarter of fiscal 2020, the Company experienced a temporary reduction of its manufacturing and operating capacity in China as a result of
government-mandated actions to control the spread of COVID-19. In the third quarter of fiscal 2020, the Company experienced similar reductions as a result of
government-mandated actions in India and Mexico. During the fourth quarter of fiscal 2020, the Company’s facilities were generally able to operate at normal
levels, though its manufacturing capacity in India continues to be reduced as a result of continued lockdowns in the region. The Company has experienced, and
may continue to experience, disruptions or delays in its supply chain as a result of government-mandated actions, which has resulted in higher supply chain costs to
the Company in order to maintain the supply of materials and components for its products.
In order to mitigate disruptions to its supply chain and manufacturing capacity, the Company took actions including redistributing its manufacturing capacity to
facilities and regions unaffected by shutdown orders, accelerating the purchase and shipment of components from suppliers in identified hot spots, diversifying the
Company’s supplier base, conducting government outreach to support the Company’s and its suppliers’ designations as essential businesses, and expanded its
existing supplier financing programs to support supplier viability and business continuity. While these actions have generally been successful in preserving the
Company’s supply chain and manufacturing capacity, the potential resurgence of COVID-19 in various jurisdictions could lead to further disruptions.
The Company experienced a decline in demand and volumes in its global businesses as a result of the impact of efforts to contain the spread of COVID-19.
Specifically, the Company experienced lower demand due to restricted access to customer sites to perform service and installation work as well as reduced
discretionary capital spending by the Company's customers. In response, the Company quickly moved to execute temporary and permanent cost mitigation actions
to offset a portion of the impact of COVID-19 on the demand for its products and services, such as deferring or reducing capital expenditures, implementing cost
structure changes, short-term furloughing of salaried employees and limiting discretionary spending including corporate expense. These measures were in addition
to the Company's previously disclosed fiscal 2020 restructuring plan. Although the Company intends that the temporary cost mitigation actions initiated in fiscal
2020 will cease in fiscal 2021, the necessity of future cost mitigation actions will depend on the continued impact of COVID-19, which is highly uncertain.
The global pandemic has also provided the Company with the opportunity to help its customers prepare to re-open by delivering solutions and support that enhance
the safety and increase the efficiency of their operations. The Company has seen an increase in demand for its products and solutions that promote building health
and optimize customers’ infrastructure, including thermal cameras, indoor air quality, location-based services for contact tracing and touchless access control.
During the second quarter of fiscal 2020, the Company determined that it had a triggering event requiring assessment of impairment for certain of its indefinite-
lived intangible assets due to declines in revenue directly attributable to the COVID-19 pandemic. As a result, the Company recorded an impairment charge of $62
million related primarily to the Company's retail business indefinite-lived intangible assets within restructuring and impairment costs in the consolidated statements
of income in the second quarter of fiscal 2020. During the third quarter of fiscal 2020, the Company determined that it had a triggering event requiring assessment
of impairment for certain of its indefinite-lived intangible assets, long-lived assets and goodwill due to declines in revenue and further declines in forecasted cash
flows in its North America Retail reporting unit directly attributable to the COVID-19 pandemic. As a result, the Company recorded an impairment charge of $424
million related to the Company's North America Retail reporting unit's goodwill within restructuring and impairment costs in the consolidated statements of
income in the third quarter of fiscal 2020. There were no indefinite-lived intangibles or goodwill impairments resulting from the fiscal 2020 annual impairment
tests performed in the fourth quarter of fiscal 2020. However, it is possible that future changes in such circumstances, including a more prolonged and/or severe
COVID-19 pandemic, would require the Company to record additional non-cash impairment charges.
The Company continues to actively monitor its liquidity position and working capital needs. The Company believes that, following its implementation of liquidity
and cost mitigation actions in fiscal 2020, it remains in a solid overall capital resources and liquidity position that is adequate to meet its projected needs. As a
result, following a review of its liquidity position, the Company resumed its share repurchase program in July 2020, which had been suspended in March 2020. In
September 2020, the Company issued $1.8 billion of senior notes. A portion of the proceeds, together with cash from operations, were used to repay short-term
debt obligations incurred by the Company at the onset of the pandemic to preserve its near-term financial flexibility, as well as repay or redeem other near term-
indebtedness.
The extent to which the COVID-19 outbreak continues to impact the Company’s results of operations and financial condition will depend on future developments
that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity and longevity of COVID-19, the resurgence
of COVID-19 in regions that have begun to recover from the initial impact of the pandemic, the impact of COVID-19 on economic activity, and the actions to
contain its impact on
29
public health and the global economy. See Part I, Item 1A, Risk Factors, for an additional discussion of risks related to COVID-19.
FISCAL YEAR 2020 COMPARED TO FISCAL YEAR 2019
Net Sales
(in millions)
Net sales
Year Ended
September 30,
2020
2019
Change
$
22,317 $
23,968
-7 %
The decrease in net sales was due to lower organic sales ($1,543 million), the unfavorable impact of foreign currency translation ($150 million) and lower sales
due to business divestitures ($11 million), partially offset by acquisitions ($53 million). Excluding the impact of foreign currency translation and business
acquisitions and divestitures, consolidated net sales decreased 6% as compared to the prior year due to lower demand, primarily attributable to the COVID-19
pandemic. Refer to the "Segment Analysis" below within Item 7 for a discussion of net sales by segment.
Cost of Sales / Gross Profit
(in millions)
Cost of sales
Gross profit
% of sales
Year Ended
September 30,
2020
2019
Change
$
$
14,906
7,411
33.2 %
16,275
7,693
32.1 %
-8 %
-4 %
Cost of sales and gross profit both decreased and gross profit as a percentage of sales increased by 110 basis points. Gross profit decreased due to organic sales
declines primarily due to the unfavorable impact of the COVID-19 pandemic, partially offset by cost mitigation actions. Net mark-to-market adjustments had a net
favorable year-over-year impact on cost of sales of $40 million ($88 million loss in fiscal 2020 compared to a $128 million loss in fiscal 2019) primarily due to a
more significant reduction in discount rates in the prior year. Foreign currency translation had a favorable impact on cost of sales of approximately $100 million.
Refer to the "Segment Analysis" below within Item 7 for a discussion of segment earnings before interest, taxes and amortization ("EBITA") by segment.
Selling, General and Administrative Expenses
Year Ended
September 30,
(in millions)
Selling, general and administrative expenses
% of sales
2020
2019
Change
$
5,665
25.4 %
$
6,244
26.1 %
-9 %
Selling, general and administrative expenses ("SG&A") decreased by $579 million, and SG&A as a percentage of sales decreased by 70 basis points. The decrease
in SG&A included the favorable impact of cost mitigation actions and reductions in discretionary spend in the current year. The net mark-to-market adjustments
had a net favorable year-over-year impact on SG&A of $304 million ($186 million loss in fiscal 2020 compared to a $490 million loss in fiscal 2019) primarily due
to a more significant reduction in discount rates in the prior year. Additional favorable impacts included a prior year environmental charge ($140 million) and
foreign currency translation ($30 million). These items were partially offset by a prior year tax indemnification reserve release ($226 million). Refer to the
"Segment Analysis" below within Item 7 for a discussion of segment EBITA by segment.
30
Restructuring and Impairment Costs
(in millions)
Restructuring and impairment costs
* Measure not meaningful
Year Ended
September 30,
2020
2019
Change
$
783 $
235
*
Refer to Note 7, "Goodwill and Other Intangible Assets," Note 16, "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.
Net Financing Charges
(in millions)
Net financing charges
Year Ended
September 30,
2020
2019
Change
$
231 $
350
-34 %
Refer to Note 9, "Debt and Financing Arrangements," of the notes to consolidated financial statements for further disclosure related to the Company's net financing
charges.
Equity Income
(in millions)
Equity income
Year Ended
September 30,
2020
2019
Change
$
171 $
192
-11 %
The decrease in equity income was primarily due to lower income at certain partially-owned affiliates of the Johnson Controls - Hitachi joint venture primarily due
to the unfavorable impact of the COVID-19 pandemic. Foreign currency translation had an unfavorable impact on equity income of $3 million. Refer to the
"Segment Analysis" below within Item 7 for a discussion of segment EBITA by segment.
Income Tax Provision
(in millions)
Income tax provision (benefit)
Effective tax rate
* Measure not meaningful
Year Ended
September 30,
2020
2019
Change
$
108
$
12 %
(233)
-22 %
*
The statutory tax rate in Ireland of 12.5% is being used as a comparison since the Company is domiciled in Ireland.
For fiscal 2020, the effective tax rate for continuing operations was 12% and was lower than the statutory tax rate primarily due to tax audit reserve adjustments,
the income tax effects of mark-to-market adjustments, valuation allowance adjustments and the benefits of continuing global tax planning initiatives, partially
offset by a discrete tax charge related to the remeasurement of deferred tax assets and liabilities as a result of Swiss tax reform, the tax impact of an impairment
charge and tax rate differentials.
For fiscal 2019, the effective rate for continuing operations was below the statutory rate primarily due to tax audit reserve adjustments, the income tax effects of
mark-to-market adjustments, a tax indemnification reserve release, the tax benefits of an asset held for sale impairment charge and continuing global tax planning
initiatives, partially offset by 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 and tax rate differentials.
31
The fiscal 2020 effective tax rate increased as compared to fiscal 2019 primarily due to the discrete tax items. The fiscal year 2020 and 2019 global tax planning
initiatives related primarily to changes in entity tax status, global financing structures and alignment of the Company's global business functions in a tax efficient
manner. Refer to Note 18, "Income Taxes," of the notes to consolidated financial statements for further details.
Income From Discontinued Operations, Net of Tax
(in millions)
Income from discontinued operations, net of tax
* Measure not meaningful
Year Ended
September 30,
2020
2019
Change
$
— $
4,598
*
Refer to Note 3, "Discontinued Operations," of the notes to consolidated financial statements for further information.
Income Attributable to Noncontrolling Interests
(in millions)
Income from continuing operations attributable
to noncontrolling interests
Income from discontinued operations attributable
to noncontrolling interests
* Measure not meaningful
Year Ended
September 30,
2020
2019
Change
$
164 $
—
189
24
-13 %
*
The decrease in income from continuing operations attributable to noncontrolling interests was primarily due to lower net income primarily due to the COVID-19
pandemic at certain partially-owned affiliates within the Global Products segment.
Refer to Note 3, "Discontinued Operations," of the notes to consolidated financial statements for further information regarding the Company's discontinued
operations.
Net Income Attributable to Johnson Controls
(in millions)
Net income attributable to Johnson Controls
2020
2019
Change
$
631 $
5,674
-89 %
Year Ended
September 30,
The decrease in net income attributable to Johnson Controls was primarily due to the prior year income from discontinued operations, higher restructuring and
impairment charges, higher income tax provision and the unfavorable impact of the COVID-19 pandemic, partially offset by lower SG&A and net financing
charges. Fiscal 2020 diluted earnings per share attributable to Johnson Controls was $0.84 compared to $6.49 in fiscal 2019.
Comprehensive Income Attributable to Johnson Controls
(in millions)
Comprehensive income attributable to
Johnson Controls
Year Ended
September 30,
2020
2019
Change
$
650 $
5,350
-88 %
The decrease in comprehensive income attributable to Johnson Controls was due to lower net income attributable to Johnson Controls ($5,043 million), partially
offset by an increase in other comprehensive income attributable to Johnson Controls ($343 million) resulting primarily from foreign currency translation
adjustments. The favorable foreign currency translation adjustments were primarily driven by weakening of the British pound and euro currencies against the U.S.
dollar in the prior year.
32
SEGMENT ANALYSIS
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
for the Year Ended
September 30,
Segment EBITA
for the Year Ended
September 30,
2020
2019
Change
2020
2019
Change
$
$
8,605 $
3,440
2,403
7,869
22,317 $
9,031
3,655
2,658
8,624
23,968
-5 % $
-6 %
-10 %
-9 %
-7 % $
1,157 $
338
319
1,134
2,948 $
1,153
368
341
1,179
3,041
— %
-8 %
-6 %
-4 %
-3 %
(in millions)
Building Solutions North America
Building Solutions EMEA/LA
Building Solutions Asia Pacific
Global Products
Net Sales:
•
•
•
•
The decrease in Building Solutions North America was due to lower volumes ($414 million) and the unfavorable impact of foreign currency translation
($12 million). The decrease in volumes was primarily attributable to the unfavorable impact of the COVID-19 pandemic.
The decrease in Building Solutions EMEA/LA was primarily attributable to lower volumes ($151 million), the unfavorable impact of foreign currency
translation ($96 million) and business divestitures ($6 million), partially offset by incremental sales related to business acquisitions ($38 million). The
decrease in volumes was primarily attributable to the unfavorable impact of the COVID-19 pandemic.
The decrease in Building Solutions Asia Pacific was due to lower volumes ($232 million) and the unfavorable impact of foreign currency translation ($31
million), partially offset by incremental sales related to a business acquisition ($8 million). The decrease in volumes was primarily attributable to the
unfavorable impact of the COVID-19 pandemic.
The decrease in Global Products was due to lower volumes ($746 million), the unfavorable impact of foreign currency translation ($11 million) and lower
volumes related to business divestitures ($5 million), partially offset by incremental sales related to business acquisitions ($7 million). The decrease in
volumes was primarily attributable to the unfavorable impact of the COVID-19 pandemic.
Segment EBITA:
•
•
•
•
The increase in Building Solutions North America was due to prior year integration costs ($26 million), partially offset by current year integration costs
($11 million), unfavorable volumes, net of productivity savings and cost mitigation actions ($10 million), and the unfavorable impact of foreign currency
translation ($1 million).
The decrease in Building Solutions EMEA/LA was due to the unfavorable impact of foreign currency translation ($17 million), unfavorable volumes, net
of productivity savings and cost mitigation actions ($14 million), lower equity income ($7 million), current year integration costs ($2 million) and lower
income due to business divestitures ($1 million), partially offset by higher income due to business acquisitions ($7 million) and prior year integration
costs ($4 million).
The decrease in Building Solutions Asia Pacific was due to unfavorable volumes, net of productivity savings and cost mitigation actions ($18 million),
and current year integration costs ($7 million), partially offset by prior year integration costs ($2 million) and higher income due to business acquisitions
($1 million).
The decrease in Global Products was due to unfavorable volumes, net of favorable price/cost, productivity savings and cost mitigation actions ($143
million), a compensation charge related to a noncontrolling interest acquisition ($39 million), current year integration costs ($13 million), lower equity
income driven primarily by the unfavorable impact
33
of COVID-19 ($12 million), the unfavorable impact of foreign currency translation ($5 million), lower income due to business acquisitions ($2 million)
and lower income due to business divestitures ($1 million), partially offset by a prior year environmental charge ($140 million) and prior year integration
costs ($30 million).
LIQUIDITY AND CAPITAL RESOURCES
Working Capital
(in millions)
Current assets
Current liabilities
Less: Cash
Add: Short-term debt
Add: Current portion of long-term debt
Less: Assets held for sale
Add: Liabilities held for sale
Working capital (as defined)
Accounts receivable
Inventories
Accounts payable
September 30,
2020
September 30,
2019
Change
$
$
$
10,053 $
(8,248)
1,805
(1,951)
31
262
—
—
147 $
5,294 $
1,773
3,120
12,393
(9,070)
3,323
(2,805)
10
501
(98)
44
975
5,770
1,814
3,582
-46 %
-85 %
-8 %
-2 %
-13 %
•
•
•
•
•
The Company defines working capital as current assets less current liabilities, excluding cash, short-term debt, the current portion of long-term debt, and
the current portions of assets and liabilities held for sale. Management believes that this measure of working capital, which excludes financing-related
items and businesses to be divested, provides a more useful measurement of the Company’s operating performance.
The decrease in working capital at September 30, 2020 as compared to September 30, 2019, was primarily due to lower income tax assets, a decrease in
accounts receivable, and the establishment of an operating lease liability on the balance sheet in the first quarter of fiscal 2020 as a result of the adoption of
Accounting Standards Codification ("ASC") 842, partially offset by a decrease in accounts payable due to lower spending and a decrease in accrued
compensation and benefits liabilities.
The Company’s days sales in accounts receivable at September 30, 2020 were 63, a decrease from 67 at September 30, 2019. There has been no significant
adverse change in the level of overdue receivables or significant changes in revenue recognition methods.
The Company’s inventory turns for the year ended September 30, 2020 were higher than the comparable period ended September 30, 2019 primarily due to
changes in inventory production levels.
Days in accounts payable at September 30, 2020 were 69 days, a decrease from 72 days for the comparable period ended September 30, 2019.
Cash Flows From Continuing Operations
(in millions)
Cash provided by operating activities
Cash used by investing activities
Cash used by financing activities
Year Ended September 30,
2020
2019
$
2,479
(258)
(2,824)
1,743
(533)
(10,519)
$
34
•
•
•
The increase in cash provided by operating activities was primarily due to the timing of income tax payments/refunds and favorable changes in accounts
receivable, partially offset by unfavorable changes in accounts payable and accrued liabilities.
The decrease in cash used by investing activities was primarily due to lower capital expenditures and higher cash proceeds from business divestitures and
the sale of property, plant & equipment.
The decrease in cash used by financing activities was primarily due to lower stock repurchases, higher long-term debt borrowings, net of repayments, and
lower short-term debt repayments.
Capitalization
(in millions)
Short-term debt
Current portion of long-term debt
Long-term debt
Total debt
Less: cash and cash equivalents
Total net debt
Shareholders’ equity attributable to Johnson Controls ordinary
shareholders
Total capitalization
Total net debt as a % of total capitalization
September 30,
2020
September 30,
2019
Change
$
$
$
$
$
$
$
$
31
262
7,526
7,819
1,951
5,868
17,447
23,315
25.2 %
10
501
6,708
7,219
2,805
4,414
19,766
24,180
18.3 %
8 %
33 %
-12 %
-4 %
•
•
•
•
Net debt and net debt as a percentage of total capitalization are non-GAAP financial measures. The Company believes the percentage of total net debt to
total capitalization is useful to understanding the Company’s financial condition as it provides a review of the extent to which the Company relies on
external debt financing for its funding and is a measure of risk to its shareholders.
The Company believes its capital resources and liquidity position at September 30, 2020 are adequate to meet projected needs. The Company believes
requirements for working capital, capital expenditures, dividends, stock repurchases, minimum pension contributions, debt maturities and any potential
acquisitions in fiscal 2021 will continue to be funded from operations, supplemented by short- and long-term borrowings, if required. The Company
currently manages its short-term debt position in the U.S. and euro commercial paper markets and bank loan markets. In the event the Company is unable
to issue commercial paper, it would have the ability to draw on its $2.5 billion revolving credit facility which expires in December 2024 or its $0.5 billion
revolving credit facility which expires in December 2020. There were no draws on the revolving credit facilities as of September 30, 2020 and 2019. The
Company also selectively makes use of short-term credit lines other than its revolving credit facility. The Company, as of September 30, 2020, could
borrow up to $3.0 billion based on committed credit lines. In addition, the Company held cash and cash equivalents of $2.0 billion as of September 30,
2020. As such, the Company believes it has sufficient financial resources to fund operations and meet its obligations for the foreseeable future.
In September 2020, the Company issued $1.8 billion of senior notes, which includes $625 million of green bonds with an interest rate of 1.750% which are
due in 2030, €500 million with an interest rate of 0.375% which are due in 2027 and €500 million with an interest rate of 1.000% which are due in 2032.
Portions of the issuance proceeds were used to repay €750 million of notes which were due in December 2020 and debt which was issued in April 2020,
including $675 million of European financing arrangements which were due in September 2020 and $275 million of bank term loans which were due in
April 2021. In July 2020, the Company repaid $300 million of a bank term loan that was issued in April 2020. In March 2020, the Company retired
$500 million in principal amount, plus accrued interest, of its 5.0% fixed rate notes that expired in March 2020.
Financial covenants in the Company's revolving credit facilities 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
35
shareholders’ equity attributable to Johnson Controls is calculated without giving effect to (i) the application of ASC 715-60, "Defined Benefit Plans -
Other Postretirement," or (ii) the cumulative foreign currency translation adjustment. As of September 30, 2020, 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 Company earns a significant amount of its income outside of the parent company. Outside basis differences in these subsidiaries are deemed to be
permanently reinvested except in limited circumstances. However, in fiscal 2019, the Company provided income tax expense related to a change in the
Company's assertion over the outside basis differences of the Company’s investment in certain subsidiaries as a result of the planned divestiture of the
Power Solutions business. Also, in fiscal 2018, due to U.S. Tax Reform, the Company provided income tax related to the change in the Company’s
assertion over the outside basis difference of certain non-U.S. subsidiaries owned directly or indirectly by U.S. subsidiaries. Under U.S. Tax Reform, the
U.S. has enacted a tax system that provides an exemption for dividends received by U.S. corporations from 10% or more owned non-U.S. corporations.
However, certain non-U.S., U.S. state and withholding taxes may still apply when closing an outside basis difference via distribution or other transactions.
The Company currently does not intend nor foresee a need to repatriate undistributed earnings included in the outside basis differences other than in tax
efficient manners. Except as noted, the Company’s intent is to reduce basis differences only when it would be tax efficient. The Company expects existing
U.S. cash and liquidity to continue to be sufficient to fund the Company’s U.S. operating activities and cash commitments for investing and financing
activities for at least the next twelve months and thereafter for the foreseeable future. In the U.S., should the Company require more capital than is
generated by its operations, the Company could elect to raise capital in the U.S. through debt or equity issuances. The Company has borrowed funds in the
U.S. and continues to have the ability to borrow funds in the U.S. at reasonable interest rates. In addition, the Company expects existing non-U.S. cash,
cash equivalents, short-term investments and cash flows from operations to continue to be sufficient to fund the Company’s non-U.S. operating activities
and cash commitments for investing activities, such as material capital expenditures, for at least the next twelve months and thereafter for the foreseeable
future. Should the Company require more capital at the Luxembourg and Ireland holding and financing entities, other than amounts that can be provided in
tax efficient methods, the Company could also elect to raise capital through debt or equity issuances. These alternatives could result in increased interest
expense or other dilution of the Company’s earnings.
To better align its resources with its growth strategies and reduce the cost structure of its global operations in certain underlying markets, the Company has
committed to various restructuring plans. Restructuring plans generally result in charges for workforce reductions, plant closures and asset impairments
which are reported as restructuring and impairment costs in the Company’s consolidated statements of income. The Company expects the restructuring
actions to reduce cost of sales and SG&A due to reduced employee-related costs, depreciation and amortization expense.
–
–
–
In fiscal 2020, the Company recorded $297 million of costs resulting from the 2020 restructuring plan. The Company currently estimates that
upon completion of the restructuring action, the fiscal 2020 restructuring plans will reduce annual operating costs for continuing operations by
approximately $430 million. The Company expects the annual benefit of these actions will be substantially realized in 2021. For fiscal 2020, the
savings, net of execution costs, were approximately 30% of the expected annual operating cost reduction. The restructuring action is expected to
be substantially complete in fiscal 2021. The Company has outstanding restructuring reserves of $108 million at September 30, 2020, all of which
is expected to be paid in cash.
In fiscal 2018, the Company recorded $255 million of costs resulting from the 2018 restructuring plan. 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. The annual restructuring activities are substantially completed, and final payments are expected to be made in fiscal
2021. The Company has outstanding restructuring reserves of $30 million at September 30, 2020, all of which is expected to be paid in cash.
In fiscal 2017, the Company recorded $347 million of costs resulting from the 2017 restructuring plan. 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. The annual restructuring activities are substantially completed, and final payments are expected to be made in fiscal
2021. The Company has outstanding restructuring reserves of $6 million at September 30, 2020, all of which is expected to be paid in cash.
36
•
Refer to Note 9, "Debt and Financing Arrangements," of the notes to consolidated financial statements for additional information on items impacting
capitalization.
Co-Issued Securities: Summarized Financial Information
The following information is provided in compliance with Rule 13-01 of Regulation S-X under the Securities Exchange Act of 1934 with respect to the (i) $625
million aggregate principal amount of 1.750% Senior Notes due 2030 (the “2030 Notes”), (ii) €500 million aggregate principal amount of 0.375% Senior Notes
due 2027 (the “2027 Notes”) and (iii) €500 million aggregate principal amount of 1.000% Senior Notes due 2032 (the “2032 Notes” and together with the 2030
Notes and the 2027 Notes, the “Notes”), each issued by Johnson Controls International plc ("Parent Company") and Tyco Fire & Security Finance S.C.A.
(“TFSCA”), a corporate partnership limited by shares (société en commandite par actions) incorporated and organized under the laws of the Grand Duchy of
Luxembourg (“Luxembourg”). Refer to Note 9, "Debt and Financing Arrangements," of the notes to consolidated financial statements for additional information.
TFSCA is a wholly-owned consolidated subsidiary of the Company that is 99.996% owned directly by the Parent Company and 0.004% owned by TFSCA’s sole
general partner and manager, Tyco Fire & Security S.à r.l., which is itself wholly-owned by the Company. The Notes are the Parent Company’s and TFSCA’s
unsecured, unsubordinated obligations. The Parent Company is incorporated and organized under the laws of Ireland and TFSCA is incorporated and organized
under the laws of Luxembourg. The bankruptcy, insolvency, administrative, debtor relief and other laws of Luxembourg or Ireland, as applicable, may be
materially different from, or in conflict with, those of the United States, including in the areas of rights of creditors, priority of governmental and other creditors,
ability to obtain post-petition interest and duration of the proceeding. The application of these laws, or any conflict among them, could adversely affect
noteholders’ ability to enforce their rights under the Notes in those jurisdictions or limit any amounts that they may receive.
The following tables set forth summarized financial information of the Parent Company and TFSCA (collectively, the “Obligor Group”) on a combined basis after
intercompany transactions have been eliminated, including adjustments to remove the receivable and payable balances, investment in, and equity in earnings from,
those subsidiaries of the Parent Company other than TFSCA (collectively, the "Non-Obligor Subsidiaries").
The following table presents summarized income statement information for the year ended September 30, 2020 (in millions):
Net sales
Gross profit
Loss from continuing operations
Net loss
Income attributable to noncontrolling interests
Net loss attributable to the entity
$
Year Ended
September 30, 2020
—
—
(450)
(450)
—
(450)
37
Excluded from the table above are the intercompany transactions between the Obligor Group and Non-Obligor Subsidiaries as follows (in millions):
Net sales
Gross profit
Income from continuing operations
Net income
Income attributable to noncontrolling interests
Net income attributable to the entity
$
Year Ended
September 30, 2020
—
—
702
702
—
702
The following table presents summarized balance sheet information as of September 30, 2020 (in millions):
Current assets
Noncurrent assets
Current liabilities
Noncurrent liabilities
Noncontrolling interests
$
September 30, 2020
522
318
7,612
7,258
—
Excluded from the table above are the intercompany balances between the Obligor Group and Non-Obligor Subsidiaries as follows (in millions):
Current assets
Noncurrent assets
Current liabilities
Noncurrent liabilities
Noncontrolling interests
$
September 30, 2020
838
7,338
2,724
3,406
—
The same accounting policies as described in Note 1, "Summary of Significant Accounting Policies," of the notes to consolidated financial statements are used by
the Parent Company and each of its subsidiaries in connection with the summarized financial information presented above.
Contractual Obligations
A summary of the Company’s significant contractual obligations for continuing operations as of September 30, 2020 is as follows (in millions):
Contractual Obligations
Long-term debt*
Interest on long-term debt*
Operating leases**
Purchase obligations
Pension and postretirement contributions
Total contractual cash obligations
Total
2021
2022 - 2023
2024 - 2025
2026 and Beyond
$
$
7,822 $
3,814
1,291
1,087
388
14,402 $
262 $
213
352
911
49
1,787 $
1,505 $
412
470
102
67
2,556 $
1,051 $
364
234
63
70
1,782 $
5,004
2,825
235
11
202
8,277
* Refer to Note 9, "Debt and Financing Arrangements," of the notes to consolidated financial statements for information related to the Company's long-term debt.
** Refer to Note 8, "Leases," of the notes to consolidated financial statements for information related to the Company's leases.
38
CRITICAL ACCOUNTING ESTIMATES AND POLICIES
The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S.
GAAP"). This requires management to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from those
estimates. The following policies are considered by management to be the most critical in understanding the judgments that are involved in the preparation of the
Company’s consolidated financial statements and the uncertainties that could impact the Company’s results of operations, financial position and cash flows.
Revenue Recognition
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 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 does not adjust the promised amount of consideration for the effects of a significant financing component as at contract inception the Company
expects to receive the payment within 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 the 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. 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 assesses 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 presents amounts collected from customers for sales and other taxes net of the related amounts remitted. Refer to Note 4, "Revenue Recognition," of the
notes to consolidated financial statements for disclosure of the Company's revenue recognition activity.
39
Goodwill and Indefinite-Lived Intangible Assets
Goodwill reflects the cost of an acquisition in excess of the fair values assigned to identifiable net assets acquired. The Company reviews goodwill for impairment
during the fourth fiscal quarter or more frequently if events or changes in circumstances indicate the asset might be impaired. The Company performs impairment
reviews for its reporting units, which have been determined to be the Company’s reportable segments or one level below the reportable segments in certain
instances, using a fair value method based on management’s judgments and assumptions or third party valuations. The fair value of a reporting unit refers to the
price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. In estimating the fair value,
the Company uses multiples of earnings based on the average of published multiples of earnings of comparable entities with similar operations and economic
characteristics and applies to the Company's average of historical and future financial results. In certain instances, the Company uses discounted cash flow analyses
or estimated sales price to further support the fair value estimates. 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." The estimated fair value is then compared with the carrying amount of the reporting unit, including recorded
goodwill. The Company is subject to financial statement risk to the extent that the carrying amount exceeds the estimated fair value. The assumptions included in
the impairment tests require judgment, and changes to these inputs could impact the results of the calculations. The primary assumptions used in the impairment
tests were management's projections of future cash flows. Although the Company's cash flow forecasts are based on assumptions that are considered reasonable by
management and consistent with the plans and estimates management is using to operate the underlying businesses, there are significant judgments in determining
the expected future cash flows attributable to a reporting unit. Refer to Note 7, "Goodwill and Other Intangible Assets," of the notes to consolidated financial
statements for information regarding the goodwill impairment testing performed in fiscal years 2020, 2019 and 2018.
Indefinite-lived intangible assets are also subject to at least annual impairment testing. Indefinite-lived intangible assets primarily consist of trademarks and trade
names and are tested for impairment using a relief-from-royalty method. A considerable amount of management judgment and assumptions are required in
performing the impairment tests. The key assumptions used in the impairment tests were long-term revenue growth projections, discount rates and general industry,
market and macro-economic conditions.
While the Company believes the judgments and assumptions used in the impairment tests are reasonable, different assumptions could change the estimated fair
values and, therefore, future impairment charges could be required, which could be material to the consolidated financial statements.
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 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. Refer to Note 17, "Impairment of Long-Lived Assets," of the notes to
consolidated financial statements for information regarding the impairment testing performed in fiscal years 2020, 2019 and 2018.
Employee Benefit Plans
The Company provides a range of benefits to its employees and retired employees, including pensions and postretirement benefits. Plan assets and obligations are
measured annually, or more frequently if there is a significant remeasurement event, based on the Company’s measurement date utilizing various actuarial
assumptions such as discount rates, assumed rates of
40
return, compensation increases, turnover rates and health care cost trend rates as of that date. The Company reviews its actuarial assumptions on an annual basis
and makes modifications to the assumptions based on current rates and trends when appropriate.
The Company utilizes a mark-to-market approach for recognizing pension and postretirement benefit expenses, including measuring the market related value of
plan assets at fair value and recognizing actuarial gains and losses in the fourth quarter of each fiscal year or at the date of a remeasurement event. Refer to Note
15, "Retirement Plans," of the notes to consolidated financial statements for disclosure of the Company's pension and postretirement benefit plans.
U.S. GAAP requires that companies recognize in the statement of financial position a liability for defined benefit pension and postretirement plans that are
underfunded or unfunded, or an asset for defined benefit pension and postretirement plans that are over funded. U.S. GAAP also requires that companies measure
the benefit obligations and fair value of plan assets that determine a benefit plan’s funded status as of the date of the employer’s fiscal year end.
The Company considers the expected benefit payments on a plan-by-plan basis when setting assumed discount rates. As a result, the Company uses different
discount rates for each plan depending on the plan jurisdiction, the demographics of participants and the expected timing of benefit payments. For the U.S. pension
and postretirement plans, the Company uses a discount rate provided by an independent third party calculated based on an appropriate mix of high quality bonds.
For the non-U.S. pension and postretirement plans, the Company consistently uses the relevant country specific benchmark indices for determining the various
discount rates. The Company’s weighted average discount rate on U.S. pension plans was 2.25% and 2.95% at September 30, 2020 and 2019, respectively. The
Company’s weighted average discount rate on postretirement plans was 1.90% and 2.65% at September 30, 2020 and 2019, respectively. The Company’s weighted
average discount rate on non-U.S. pension plans was 1.35% and 1.50% at September 30, 2020 and 2019, respectively.
In estimating the expected return on plan assets, the Company considers the historical returns on plan assets, adjusted for forward-looking considerations, inflation
assumptions and the impact of the active management of the plans’ invested assets. Reflecting the relatively long-term nature of the plans’ obligations,
approximately 27% of the plans’ assets are invested in equity securities and 63% in fixed income securities, with the remainder primarily invested in alternative
investments. For the years ending September 30, 2020 and 2019, the Company’s expected long-term return on U.S. pension plan assets used to determine net
periodic benefit cost was 6.90% and 7.10%, respectively. The actual rate of return on U.S. pension plans was above 6.90% in fiscal year 2020 and above 7.10% in
fiscal year 2019. For the years ending September 30, 2020 and 2019, the Company’s weighted average expected long-term return on non-U.S. pension plan assets
was 5.20% and 5.20%, respectively. The actual rate of return on non-U.S. pension plans was below 5.20% in fiscal year 2020 and above 5.20% in fiscal year 2019.
For the years ending September 30, 2020 and 2019, the Company’s weighted average expected long-term return on postretirement plan assets was 5.70% and
5.65%, respectively. The actual rate of return on postretirement plan assets was below 5.70% in fiscal year 2020 and below 5.65% in fiscal year 2019.
Beginning in fiscal 2021, the Company believes the long-term rate of return will approximate 6.50%, 4.90% and 5.30% for U.S. pension, non-U.S. pension and
postretirement plans, respectively. Any differences between actual investment results and the expected long-term asset returns will be reflected in net periodic
benefit costs in the fourth quarter of each fiscal year or at the date of a significant remeasurement event. If the Company’s actual returns on plan assets are less than
the Company’s expectations, additional contributions may be required.
In fiscal 2020, total employer contributions for continuing operations to the defined benefit pension plans were $58 million, none of which were voluntary
contributions made by the Company. The Company expects to contribute approximately $46 million in cash to its defined benefit pension plans in fiscal 2021. In
fiscal 2020, total employer contributions for continuing operations to the postretirement plans were $3 million. The Company expects to contribute approximately
$3 million in cash to its postretirement plans in fiscal 2021.
Based on information provided by its independent actuaries and other relevant sources, the Company believes that the assumptions used are reasonable; however,
changes in these assumptions could impact the Company’s financial position, results of operations or cash flows.
Loss Contingencies
Accruals are recorded for various contingencies including legal proceedings, environmental matters, self-insurance and other claims that arise in the normal course
of business. The accruals are based on judgment, the probability of losses and, where applicable, the consideration of opinions of internal and/or external legal
counsel and actuarially determined estimates. Additionally, the Company records receivables from third party insurers when recovery has been determined to be
probable.
41
The Company is subject to laws and regulations relating to protecting the environment. The Company provides for expenses associated with environmental
remediation obligations when such amounts are probable and can be reasonably estimated. Refer to Note 22, "Commitments and Contingencies," of the notes to
consolidated financial statements.
The Company records liabilities for its workers' compensation, product, general 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. The Company records receivables from third party insurers when recovery has been determined to be probable. The Company
maintains captive insurance companies to manage its insurable liabilities.
Asbestos-Related Contingencies and Insurance Receivables
The Company and certain of its subsidiaries along with numerous other companies are named as defendants in personal injury lawsuits based on alleged exposure
to asbestos-containing materials. 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. 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.
In connection with the recognition of liabilities for asbestos-related matters, the Company records asbestos-related insurance recoveries that are probable. The
Company's estimate of asbestos-related insurance recoveries represents estimated amounts due to the Company for previously paid and settled claims and the
probable reimbursements relating to its estimated liability for pending and future claims discounted to present value. In determining the amount of insurance
recoverable, the Company considers available insurance, allocation methodologies, solvency and creditworthiness of the insurers. Refer to Note 22, "Commitments
and Contingencies," of the notes to consolidated financial statements for a discussion on management's judgments applied in the recognition and measurement of
asbestos-related assets and liabilities.
Income Taxes
The Company accounts for income taxes in accordance with ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating
loss and other loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The Company records a valuation allowance that primarily represents non-U.S. operating and
other loss carryforwards for which realization is uncertain. Management judgment is required in determining the Company’s provision for income taxes, deferred
tax assets and liabilities, and the valuation allowance recorded against the Company’s net deferred tax assets. In calculating the provision for income taxes on an
interim basis, 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 the actual results as compared to those forecasted at the beginning of the fiscal year.
The Company reviews the realizability of its deferred tax asset valuation allowances 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. At September 30, 2020, the Company had a valuation
allowance of $5.5 billion for continuing operations, of which $5.3 billion relates to net operating loss carryforwards primarily in France, Germany, Ireland,
Luxembourg, Spain, United Kingdom and the U.S. for which sustainable taxable income has not been demonstrated; and $0.2 billion for other deferred tax assets.
42
The Company’s federal income tax returns and certain non-U.S. income tax returns for various fiscal years remain under various stages of audit by the IRS and
respective non-U.S. tax authorities. Although the outcome of tax audits is always uncertain, management believes that it has appropriate support for the positions
taken on its tax returns and that its annual tax provisions included amounts sufficient to pay assessments, if any, which may be proposed by the taxing authorities.
At September 30, 2020, the Company had recorded a liability of $2.5 billion for its best estimate of the probable loss on certain of its tax positions, the majority of
which is included in other noncurrent liabilities in the consolidated statements of financial position. Nonetheless, the amounts ultimately paid, if any, upon
resolution of the issues raised by the taxing authorities may differ materially from the amounts accrued for each year.
The Company does not generally provide additional U.S. or non-U.S. income taxes on outside basis differences of consolidated subsidiaries included in
shareholders’ equity attributable to Johnson Controls International plc, except in limited circumstances including anticipated taxation on planned divestitures. The
reduction of the outside basis differences via the sale or liquidation of these subsidiaries and/or distributions could create taxable income. The Company’s intent is
to reduce the outside basis differences only when it would be tax efficient. Refer to "Capitalization" within the "Liquidity and Capital Resources" section for
discussion of U.S. and non-U.S. cash projections.
Refer to Note 18, "Income Taxes," of the notes to consolidated financial statements for the Company's income tax disclosures.
NEW ACCOUNTING PRONOUNCEMENTS
Refer to the "New Accounting Pronouncements" section within Note 1, "Summary of Significant Accounting Policies," of the notes to consolidated financial
statements.
RISK MANAGEMENT
The Company selectively uses derivative instruments to reduce market risk associated with changes in foreign currency, commodities and stock-based
compensation. All hedging transactions are authorized and executed pursuant to clearly defined policies and procedures, which strictly prohibit the use of financial
instruments for speculative purposes. At the inception of the hedge, the Company assesses the effectiveness of the hedge instrument and designates the hedge
instrument as either (1) a hedge of a recognized asset or liability or of a recognized firm commitment (a fair value hedge), (2) a hedge of a forecasted transaction or
of the variability of cash flows to be received or paid related to an unrecognized asset or liability (a cash flow hedge) or (3) a hedge of a net investment in a non-
U.S. operation (a net investment hedge). The Company performs hedge effectiveness testing on an ongoing basis depending on the type of hedging instrument
used. All other derivatives not designated as hedging instruments under ASC 815, "Derivatives and Hedging," are revalued in the consolidated statements of
income.
For all foreign currency derivative instruments designated as cash flow hedges, retrospective effectiveness is tested on a monthly basis using a cumulative dollar
offset test. The fair value of the hedged exposures and the fair value of the hedge instruments are revalued, and the ratio of the cumulative sum of the periodic
changes in the value of the hedge instruments to the cumulative sum of the periodic changes in the value of the hedge is calculated. The hedge is deemed as highly
effective if the ratio is between 80% and 125%. For commodity derivative contracts designated as cash flow hedges, effectiveness is tested using a regression
calculation. Ineffectiveness is minimal as the Company aligns most of the critical terms of its derivatives with the supply contracts.
For net investment hedges, the Company assesses its net investment positions in the non-U.S. operations and compares it with the outstanding net investment
hedges on a quarterly basis. The hedge is deemed effective if the aggregate outstanding principal of the hedge instruments designated as the net investment hedge
in a non-U.S. operation does not exceed the Company’s net investment positions in the respective non-U.S. operation.
Equity swaps and any other derivative instruments not designated as hedging instruments under ASC 815 require no assessment of effectiveness.
A discussion of the Company’s accounting policies for derivative financial instruments is included in Note 1, "Summary of Significant Accounting Policies," of the
notes to consolidated financial statements, and further disclosure relating to derivatives and hedging activities is included in Note 10, "Derivative Instruments and
Hedging Activities," and Note 11, "Fair Value Measurements," of the notes to consolidated financial statements.
43
Foreign Exchange
The Company has manufacturing, sales and distribution facilities around the world and thus makes investments and enters into transactions denominated in various
foreign currencies. In order to maintain strict control and achieve the benefits of the Company’s global diversification, foreign exchange exposures for each
currency are netted internally so that only its net foreign exchange exposures are, as appropriate, hedged with financial instruments.
The Company hedges 70% to 90% of the nominal amount of each of its known foreign exchange transactional exposures. The Company primarily enters into
foreign currency exchange contracts to reduce the earnings and cash flow impact of the variation of non-functional currency denominated receivables and payables.
Gains and losses resulting from hedging instruments offset the foreign exchange gains or losses on the underlying assets and liabilities being hedged. The
maturities of the forward exchange contracts generally coincide with the settlement dates of the related transactions. Realized and unrealized gains and losses on
these contracts are recognized in the same period as gains and losses on the hedged items. The Company also selectively hedges anticipated transactions that are
subject to foreign exchange exposure, primarily with foreign currency exchange contracts, which are designated as cash flow hedges in accordance with ASC 815.
The Company has entered into foreign currency denominated debt obligations to selectively hedge portions of its net investment in non-U.S. subsidiaries. The
currency effects of debt obligations are reflected in the accumulated other comprehensive income ("AOCI") account within shareholders’ equity attributable to
Johnson Controls ordinary shareholders where they offset gains and losses recorded on the Company’s net investments globally.
At September 30, 2020 and 2019, the Company estimates that an unfavorable 10% change in the exchange rates would have decreased net unrealized gains by
approximately $363 million and $358 million, respectively.
Interest Rates
Substantially all of the Company's outstanding debt has fixed interest rates. A 10% increase in the average cost of the Company’s variable rate debt would have
had an immaterial impact on pre-tax interest expense for the year ended September 30, 2020 and 2019.
Commodities
The Company uses commodity hedge contracts in the financial derivatives market 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 a cash flow hedge, gains and losses
resulting from the hedging instruments offset the gains or losses on purchases of the underlying commodities that will be used in the business. The maturities of the
commodity hedge contracts coincide with the expected purchase of the commodities.
ENVIRONMENTAL, HEALTH AND SAFETY AND OTHER MATTERS
The Company’s global operations are governed by environmental laws and worker safety laws. Under various circumstances, these laws impose civil and criminal
penalties and fines, as well as injunctive and remedial relief, for noncompliance and require remediation at sites where Company-related substances have been
released into the environment.
The Company has expended substantial resources globally, both financial and managerial, to comply with applicable environmental laws and worker safety laws
and to protect the environment and workers. The Company believes it is in substantial compliance with such laws and maintains procedures designed to foster and
ensure compliance. However, the Company has been, and in the future may become, the subject of formal or informal enforcement actions or proceedings
regarding noncompliance with such laws or the remediation of Company-related substances released into the environment. Such matters typically are resolved with
regulatory authorities through commitments to compliance, abatement or remediation programs and in some cases payment of penalties. Historically, neither such
commitments nor penalties imposed on the Company have been material.
Refer to Note 22, "Commitments and Contingencies," of the notes to consolidated financial statements for additional information.
44
QUARTERLY FINANCIAL DATA
(in millions, except per share data)
(quarterly amounts unaudited)
2020
Net sales
Gross profit
Net income (loss) (1)
Net income (loss) attributable to
Johnson Controls
Earnings (loss) per share (2)
Basic
Diluted
2019
Net sales
Gross profit
Net income (3)
Net income attributable to Johnson Controls
Earnings per share (2)
Basic
Diluted
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Full
Year
$
$
5,576 $
1,803
191
159
0.21
0.21
5,464 $
1,725
399
355
0.39
0.38
5,444 $
1,801
236
213
0.28
0.28
5,779 $
1,844
558
515
0.57
0.57
5,343 $
1,832
(122)
(182)
(0.24)
(0.24)
6,451 $
2,144
4,276
4,192
4.81
4.79
5,954 $
1,975
490
441
0.60
0.60
6,274 $
1,980
654
612
0.78
0.77
22,317
7,411
795
631
0.84
0.84
23,968
7,693
5,887
5,674
6.52
6.49
(1)
(2)
(3)
The fiscal 2020 first quarter net income includes $39 million of integration costs, $10 million of mark-to-market gains, and $111 million of restructuring
and impairment costs. The fiscal 2020 second quarter net income includes $38 million of integration costs, $32 million of mark-to-market losses, and $62
million of restructuring and impairment costs. The fiscal 2020 third quarter net income includes $30 million of integration costs, $132 million of mark-to-
market losses, and $610 million of restructuring and impairment costs. The fiscal 2020 fourth quarter net income includes $28 million of integration costs,
$120 million of mark-to-market losses, and $39 million of a compensation charge related to a noncontrolling interest acquisition. The preceding amounts
are stated on a pre-tax and pre-noncontrolling interest impact basis.
Due to the use of the weighted-average shares outstanding for each quarter for computing earnings per share, the sum of the quarterly per share amounts
may not equal the per share amount for the year.
The fiscal 2019 first quarter net income includes $50 million of transaction and integration costs and $21 million of mark-to-market losses. The fiscal 2019
second quarter net income includes $70 million of transaction and integration costs and $20 million of mark-to-market gains. The fiscal 2019 third quarter
net income includes a $5.2 billion gain on sale of the Power Solutions business, net of transaction and other costs, $235 million of restructuring and
impairment costs, $226 million of tax indemnification reserve release, $140 million of environmental charge, $86 million of transaction and integration
costs, $60 million of loss on debt extinguishment and $9 million of mark-to-market gains. The fiscal 2019 fourth quarter net income includes $626 million
of net mark-to-market losses and $111 million of transaction and integration costs. The preceding amounts are stated on a pre-tax and pre-noncontrolling
interest impact basis and include both continuing and discontinued operations activity.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See "Risk Management" included in Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations.
45
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Income for the years ended September 30, 2020, 2019 and 2018
Consolidated Statements of Comprehensive Income (Loss) for the years ended September 30, 2020, 2019 and 2018
Consolidated Statements of Financial Position as of September 30, 2020 and 2019
Consolidated Statements of Cash Flows for the years ended September 30, 2020, 2019 and 2018
Consolidated Statements of Shareholders' Equity Attributable to Johnson Controls Ordinary Shareholders for the years ended September
30, 2020, 2019 and 2018
Notes to Consolidated Financial Statements
Schedule II - Valuation and Qualifying Accounts for the years ended September 30, 2020, 2019 and 2018
Page
47
50
51
52
53
54
55
113
46
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Johnson Controls International plc
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statements of financial position of Johnson Controls International plc and its subsidiaries (the “Company”) as of
September 30, 2020 and 2019, and the related consolidated statements of income, of comprehensive income (loss), of shareholders’ equity attributable to Johnson
Controls ordinary shareholders, and of cash flows for each of the three years in the period ended September 30, 2020, including the related notes and financial
statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited the Company's
internal control over financial reporting as of September 30, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September
30, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2020 in conformity with
accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal
control over financial reporting as of September 30, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases as of October 1, 2019.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for
its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting
appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over
financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal
control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial
reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based
47
on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits
provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial
reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions
and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated
or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and
(ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on
the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the
critical audit matters or on the accounts or disclosures to which they relate.
Goodwill Impairment Assessment
As described in Note 7 to the consolidated financial statements, the Company’s consolidated goodwill balance was $17,932 million as of September 30, 2020.
Management reviews goodwill for impairment during the fourth fiscal quarter or more frequently if events or changes in circumstances indicate the asset might be
impaired. Management considered the ongoing deterioration in general economic and market conditions due to the COVID-19 pandemic and its impact on each of
the Company’s reporting units’ performance. Due to further declines in cash flow projections of the North America Retail reporting unit in the third quarter of
fiscal 2020 as a result of the COVID-19 pandemic, management concluded a triggering event occurred requiring assessment of impairment for its North America
Retail reporting unit. As a result, management recorded a non-cash impairment charge of $424 million in the third quarter of fiscal 2020. Management reviewed
the goodwill of all reporting units for the fiscal 2020 annual impairment test in the fourth quarter, and there were no additional impairments recorded. Management
performs impairment reviews for its reporting units using a fair value method based on management’s judgments and assumptions. The estimated fair value is then
compared with the carrying amount of each reporting unit, including recorded goodwill. In estimating the fair value of the reporting units, management uses
multiples of earnings based on the average of published multiples of earnings of comparable entities with similar operations and economic characteristics and
applies the multiples to the Company’s average of historical and future financial results for each reporting unit. In certain instances, management uses discounted
cash flow analyses to further support the fair value estimates, whereby other than management’s internal projections of future cash flows, the primary assumptions
were the weighted-average cost of capital and long-term growth rates.
The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment is a critical audit matter are the
significant judgment by management when developing the fair value of each reporting unit; this, in turn, led to a high degree of auditor judgment, subjectivity, and
effort in performing procedures and evaluating management’s significant assumptions relating to (i) the multiples of earnings of comparable entities with similar
operations and economic characteristics when using the multiples of earnings approach and (ii) the revenue growth rates included in the internal projections of
future cash flows, discount rates used in the weighted-average cost of capital and long-term growth rates when using discounted cash flow analyses. In addition,
the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial
statements. These procedures included testing the effectiveness of controls relating to
48
management’s goodwill impairment assessment, including controls over the fair value of the Company’s reporting units. These procedures also included, among
others, (i) testing management’s process for developing the fair value estimates, (ii) evaluating the appropriateness of the multiples of earnings model and the
discounted cash flow model, as applicable, (iii) testing the completeness, accuracy, and relevance of underlying data used in the models, and (iv) evaluating the
significant assumptions used by management related to the multiples of earnings of comparable entities with similar operations and economic characteristics,
revenue growth rates, discount rates and long-term growth rates. In those instances where management used a multiples of earnings approach, evaluating
management’s assumption related to the identification of appropriate comparable entities with similar operations and economic characteristics used to determine
the multiples of earnings of each reporting unit involved evaluating whether the assumption used by management was reasonable considering (i) current and past
financial performance of the reporting units, (ii) external market, industry and macroeconomic data, and (iii) whether the assumption was consistent with evidence
obtained in other areas of the audit. In those instances where management used discounted cash flow analyses, evaluating management’s assumptions related to the
revenue growth rates, discount rates and long-term growth rates involved evaluating whether the assumptions used by management were reasonable considering (i)
current and past financial performance of the reporting units, (ii) external market, industry and macroeconomic data, and (iii) whether these assumptions were
consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of
management’s fair value models and management’s significant assumptions related to the multiples of earnings of comparable entities with similar operations and
economic characteristics, discount rates used in the weighted-average cost of capital, and long-term growth rates.
Uncertain Tax Positions
As described in Note 18 to the consolidated financial statements, the Company recorded uncertain tax position liabilities totaling $2,528 million, primarily as a
non-current liability, as of September 30, 2020. The Company is subject to income taxes in the U.S. and numerous foreign jurisdictions. Judgment is required by
management in determining the Company’s worldwide provision for income taxes and recording the related income tax assets and liabilities. In the ordinary course
of the Company’s business, there are many transactions and calculations where the ultimate tax determination is uncertain. As disclosed by management, a liability
for the best estimate of the probable loss on certain of the tax positions has been recorded by management. The Company’s income tax filings are regularly under
audit by tax authorities. The amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ materially from the amounts
accrued for each year.
The principal considerations for our determination that performing procedures relating to uncertain tax positions is a critical audit matter are (i) the significant
judgment by management in identifying and recording the estimated probable loss for each uncertain tax position; this, in turn, led to a high degree of auditor
judgment, subjectivity, and effort in performing procedures to evaluate the timely identification and accurate measurement of uncertain tax positions, (ii) the
evaluation of audit evidence available to support the tax liabilities for uncertain tax positions is complex and resulted in significant auditor judgment as the nature
of the evidence is often highly subjective, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial
statements. These procedures included testing the effectiveness of controls relating to management’s assessment of uncertain tax positions, including controls over
the identification and estimate of probable loss for uncertain tax positions. These procedures also included, among others, (i) for a sample of uncertain tax positions
by jurisdiction, testing the information used in the calculation of the estimate of probable loss and testing the calculation of the estimate of probable loss, (ii)
testing the completeness of management’s assessment of the identification of uncertain tax positions, and (iii) evaluating the status and results of income tax audits
with the relevant tax authorities, as applicable. Professionals with specialized skill and knowledge were used to assist in the evaluation of the completeness and
measurement of the Company’s uncertain tax positions, including evaluating the reasonableness of management’s assessment of whether tax positions are more-
likely-than-not of being sustained and the amount of potential benefit to be realized, and the application of relevant tax laws.
/s/ PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
November 16, 2020
We have served as the Company’s auditor since 1957.
49
Johnson Controls International plc
Consolidated Statements of Income
Year Ended September 30,
2019
2020
2018
(in millions, except per share data)
Net sales
Products and systems
Services
Cost of sales
Products and systems
Services
Gross profit
Selling, general and administrative expenses
Restructuring and impairment costs
Net financing charges
Equity income
Income from continuing operations before income taxes
Income tax provision (benefit)
Income from continuing operations
Income from discontinued operations, net of tax (Note 3)
Net income
Income from continuing operations attributable to noncontrolling interests
Income from discontinued operations attributable to noncontrolling interests
Net income attributable to Johnson Controls
Amounts attributable to Johnson Controls ordinary shareholders:
Income from continuing operations
Income from discontinued operations
Net income
Basic earnings per share attributable to Johnson Controls
Continuing operations
Discontinued operations
Net income
Diluted earnings per share attributable to Johnson Controls
Continuing operations
Discontinued operations
Net income
The accompanying notes are an integral part of the consolidated financial statements.
50
$
$
$
$
$
$
$
$
16,253 $
6,064
22,317
17,711 $
6,257
23,968
11,401
3,505
14,906
7,411
(5,665)
(783)
(231)
171
903
108
795
—
795
164
—
12,577
3,698
16,275
7,693
(6,244)
(235)
(350)
192
1,056
(233)
1,289
4,598
5,887
189
24
631 $
5,674 $
631 $
—
631 $
0.84 $
—
0.84 $
0.84 $
—
0.84 $
1,100 $
4,574
5,674 $
1.26 $
5.26
6.52 $
1.26 $
5.23
6.49 $
17,332
6,068
23,400
12,315
3,418
15,733
7,667
(5,642)
(255)
(401)
177
1,546
197
1,349
1,034
2,383
174
47
2,162
1,175
987
2,162
1.27
1.07
2.34
1.26
1.06
2.32
(in millions)
Net income
Johnson Controls International plc
Consolidated Statements of Comprehensive Income (Loss)
Year Ended September 30,
2020
2019
2018
$
795
$
5,887
$
2,383
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments
Realized and unrealized gains (losses) on derivatives
Realized and unrealized gains on marketable securities
Pension and postretirement plans
Other comprehensive income (loss)
Total comprehensive income
Comprehensive income attributable to noncontrolling interests
25
8
—
8
41
836
186
(342)
6
—
(6)
(342)
5,545
195
Comprehensive income attributable to Johnson Controls
$
650
$
5,350
$
The accompanying notes are an integral part of the consolidated financial statements.
(483)
(29)
4
—
(508)
1,875
186
1,689
51
Johnson Controls International plc
Consolidated Statements of Financial Position
September 30,
2020
2019
$
1,951 $
(in millions, except par value and share data)
Assets
Cash and cash equivalents
Accounts receivable, less allowance for doubtful
accounts of $173 and $173, respectively
Inventories
Assets held for sale
Other current assets
Current assets
Property, plant and equipment - net
Goodwill
Other intangible assets - net
Investments in partially-owned affiliates
Noncurrent assets held for sale
Other noncurrent assets
Total assets
Liabilities and Equity
Short-term debt
Current portion of long-term debt
Accounts payable
Accrued compensation and benefits
Deferred revenue
Liabilities held for sale
Other current liabilities
Current liabilities
Long-term debt
Pension and postretirement benefits
Other noncurrent liabilities
Long-term liabilities
Commitments and contingencies (Note 22)
Ordinary shares (par value $0.01; 2.0 billion shares authorized;
shares issued: 2020 - 753,907,315; 2019 - 804,495,430)
Ordinary A shares (par value €1.00; 40,000 shares authorized, none outstanding as of
September 30, 2020 and 2019)
Preferred shares (par value $0.01; 200,000,000 shares authorized, none outstanding as of
September 30, 2020 and 2019)
Ordinary shares held in treasury, at cost (shares held: 2020 - 27,684,632;
2019 - 26,864,793)
Capital in excess of par value
Retained earnings
Accumulated other comprehensive loss
Shareholders’ equity attributable to Johnson Controls
Noncontrolling interests
Total equity
Total liabilities and equity
The accompanying notes are an integral part of the consolidated financial statements.
52
5,294
1,773
—
1,035
10,053
3,059
17,932
5,356
914
147
3,354
40,815 $
31 $
262
3,120
838
1,435
—
2,562
8,248
7,526
1,140
5,368
14,034
8
—
—
(1,119)
16,865
2,469
(776)
17,447
1,086
18,533
40,815 $
$
$
$
2,805
5,770
1,814
98
1,906
12,393
3,348
18,178
5,632
853
60
1,823
42,287
10
501
3,582
953
1,407
44
2,573
9,070
6,708
1,044
4,636
12,388
8
—
—
(1,086)
16,812
4,827
(795)
19,766
1,063
20,829
42,287
Johnson Controls International plc
Consolidated Statements of Cash Flows
(in millions)
Operating Activities of Continuing Operations
Net income from continuing operations attributable to Johnson Controls
Income from continuing operations attributable to noncontrolling interests
Net income from continuing operations
Adjustments to reconcile net income from continuing operations to cash provided by operating activities:
2020
Year Ended September 30,
2019
2018
$
$
631
164
795
$
1,100
189
1,289
Depreciation and amortization
Pension and postretirement benefit expense (income)
Pension and postretirement contributions
Equity in earnings of partially-owned affiliates, net of dividends received
Deferred income taxes
Non-cash restructuring and impairment charges
Gain on Scott Safety business divestiture
Equity-based compensation
Other - net
Changes in assets and liabilities, excluding acquisitions and divestitures:
Accounts receivable
Inventories
Other assets
Restructuring reserves
Accounts payable and accrued liabilities
Accrued income taxes
Cash provided by operating activities from continuing operations
Investing Activities of Continuing Operations
Capital expenditures
Sale of property, plant and equipment
Acquisition of businesses, net of cash acquired
Business divestitures, net of cash divested
Changes in long-term investments
Proceeds (payments) for equity swap
Cash provided (used) by investing activities from continuing operations
Financing Activities of Continuing Operations
Increase (decrease) in short-term debt - net
Increase in long-term debt
Repayment of long-term debt
Debt financing costs
Stock repurchases and retirements
Payment of cash dividends
Proceeds from the exercise of stock options
Dividends paid to noncontrolling interests
Cash received for prior divestitures
Employee equity-based compensation withholding
Cash paid to acquire a noncontrolling interest
Other - net
Cash used by financing activities from continuing operations
Discontinued Operations
Cash provided (used) by operating activities
Cash provided (used) by investing activities
Cash used by financing activities
Cash provided (used) by discontinued operations
Effect of exchange rate changes on cash, cash equivalents and restricted cash
Change in cash, cash equivalents and restricted cash held for sale
Increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period
Less: Restricted cash
Cash and cash equivalents at end of period
The accompanying notes are an integral part of the consolidated financial statements.
$
53
822
118
(61)
(36)
(537)
582
—
74
(90)
534
45
(52)
(29)
(717)
1,031
2,479
(443)
127
(77)
135
—
—
(258)
(33)
1,804
(1,386)
(12)
(2,204)
(790)
75
(114)
2
(34)
(132)
—
(2,824)
(260)
—
(113)
(373)
115
—
(861)
2,821
1,960
9
1,951
$
825
515
(53)
(34)
612
235
—
95
29
(312)
(72)
(99)
(121)
56
(1,222)
1,743
(586)
27
(25)
12
25
14
(533)
(1,296)
—
(2,333)
—
(5,983)
(920)
171
(132)
4
(31)
—
1
(10,519)
(541)
12,611
(35)
12,035
(120)
15
2,621
200
2,821
16
2,805
$
1,175
174
1,349
824
(170)
(56)
(128)
(739)
36
(114)
106
(35)
(475)
(103)
(171)
1
340
855
1,520
(645)
48
(21)
2,202
(1)
(15)
1,568
96
1,136
(3,704)
(4)
(300)
(954)
66
(43)
—
(42)
—
—
(3,749)
996
(372)
(3)
621
(106)
14
(132)
332
200
15
185
Johnson Controls International plc
Consolidated Statements of Shareholders’ Equity Attributable to Johnson Controls Ordinary Shareholders
(in millions, except per share data)
At September 30, 2017
Comprehensive income (loss)
Cash dividends
Ordinary ($1.04 per share)
Repurchases of ordinary shares
Adoption of ASU 2016-09
Other, including options exercised
At September 30, 2018
Comprehensive income (loss)
Cash dividends
Ordinary ($1.04 per share)
Repurchases and retirements of ordinary shares
Divestiture of Power Solutions
Adoption of ASC 606
Adoption of ASU 2016-01
Adoption of ASU 2016-16
Other, including options exercised
At September 30, 2019
Comprehensive income
Cash dividends
Ordinary ($1.04 per share)
Repurchases and retirements of ordinary shares
Adoption of ASC 842
Change in noncontrolling interest share
Other, including options exercised
At September 30, 2020
Total
$
20,447 $
1,689
(968)
(300)
179
117
21,164
5,350
(887)
(5,983)
483
(45)
—
(546)
230
19,766
650
(780)
(2,204)
(5)
(83)
103
17,447 $
$
Ordinary
Shares
Capital in
Excess of
Par Value
Retained
Earnings
Treasury
Stock,
at Cost
Accumulated
Other
Comprehensive
Income (Loss)
9
—
—
—
—
1
10
—
—
(2)
—
—
—
—
—
8
—
—
—
—
—
—
8
$
16,390 $
—
5,231 $
2,162
(710) $
—
—
—
—
159
16,549
—
—
—
—
—
—
—
263
16,812
—
(968)
—
179
—
6,604
5,674
(887)
(5,981)
—
(45)
8
(546)
—
4,827
631
—
(300)
—
(43)
(1,053)
—
—
—
—
—
—
—
(33)
(1,086)
—
—
—
—
(83)
136
16,865 $
(780)
(2,204)
(5)
—
—
2,469 $
—
—
—
—
(33)
(1,119) $
$
(473)
(473)
—
—
—
—
(946)
(324)
—
—
483
—
(8)
—
—
(795)
19
—
—
—
—
—
(776)
The accompanying notes are an integral part of the consolidated financial statements.
54
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Johnson Controls International plc
Notes to Consolidated 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," "Johnson Controls" or "JCI
plc").
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’s products and solutions enable smart, energy efficient, sustainable buildings that work seamlessly together to advance
the safety, comfort and intelligence of spaces to power its customers’ mission. The Company is committed to helping its customers win and creating greater value
for all of its stakeholders through its strategic focus on buildings.
In 2019, the Company sold its Power Solutions business to BCP Acquisitions LLC ("Purchaser"), an entity controlled by investment funds managed by Brookfield
Capital Partners LLC, completing the Company’s transformation into a pure-play building technologies and solutions provider. The transaction closed on April 30,
2019 with net cash proceeds of $11.6 billion after tax and transaction-related expenses. Refer to Note 3, "Discontinued Operations," of the notes to consolidated
financial statements for further information.
The Company is a global leader in engineering, manufacturing and commissioning building products and systems, including residential and commercial heating,
ventilating, air-conditioning ("HVAC") equipment, industrial refrigeration systems, controls, security systems, fire detection systems and fire suppression
solutions. The Company further serves customers by providing technical services, including maintenance, repair, retrofit and replacement of equipment (in the
HVAC, security and fire-protection space), energy-management consulting and data-driven “smart building” services and solutions powered by its digital
platforms and capabilities.
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 accounting principles generally accepted in the United States of America ("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.
The Company consolidates variable interest entities ("VIE") in which the Company has the power to direct the significant activities of the entity and the obligation
to absorb losses or receive benefits from the entity that may be significant. The Company did not have a significant variable interest in any consolidated or
nonconsolidated VIEs in its continuing operations for the presented reporting periods.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
The fair values of cash and cash equivalents, accounts receivable, short-term debt and accounts payable approximate their carrying values. See Note 10,
"Derivative Instruments and Hedging Activities," and Note 11, "Fair Value Measurements," of the notes to consolidated financial statements for fair value of
financial instruments, including derivative instruments, hedging activities and long-term debt.
55
Assets and Liabilities Held for Sale
The Company classifies assets and liabilities (disposal groups) to be sold as held for sale in the period in which all of the following criteria are met: management,
having the authority to approve the action, commits to a plan to sell the disposal group; the disposal group is available for immediate sale in its present condition
subject only to terms that are usual and customary for sales of such disposal groups; an active program to locate a buyer and other actions required to complete the
plan to sell the disposal group have been initiated; the sale of the disposal group is probable, and transfer of the disposal group is expected to qualify for
recognition as a completed sale within one year, except if events or circumstances beyond the Company's control extend the period of time required to sell the
disposal group beyond one year; the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions
required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
In addition, the Company classifies disposal groups to be disposed of other than by sale (e.g. spin-off) as held for sale in the period the disposal occurs.
The Company initially measures a disposal group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss
resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a
disposal group until the date of sale. The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains classified as
held for sale and reports any subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the
carrying value of the disposal group at the time it was initially classified as held for sale.
Upon determining that a disposal group meets the criteria to be classified as held for sale, the Company reports the assets and liabilities of the disposal group, if
material, in the line items assets held for sale and liabilities held for sale in the consolidated statements of financial position. Refer to Note 3, "Discontinued
Operations," of the notes to consolidated financial statements for further information.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.
Restricted Cash
At September 30, 2020 and September 30, 2019, the Company held restricted cash of approximately $9 million and $16 million, respectively all of which was
recorded within other current assets in the consolidated statements of financial position. These amounts related to cash restricted for payment of asbestos liabilities.
Receivables
Receivables consist of amounts billed and currently due from customers and unbilled costs and accrued profits related to revenues on long-term contracts that have
been recognized for accounting purposes but not yet billed to customers. The Company extends credit to customers in the normal course of business and maintains
an allowance for doubtful accounts resulting from the inability or unwillingness of customers to make required payments. The allowance for doubtful accounts is
based on historical experience, existing economic conditions and any specific customer collection issues the Company has identified. The Company enters into
supply chain financing programs to sell certain accounts receivable without recourse to third-party financial institutions. Sales of accounts receivable are reflected
as a reduction of accounts receivable in the consolidated statements of financial position and the proceeds are included in cash flows from operating activities in
the consolidated statements of cash flows.
Inventories
Inventories are stated at the lower of cost or market using the first-in, first-out ("FIFO") method. Finished goods and work-in-process inventories include material,
labor and manufacturing overhead costs.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost. Depreciation is provided over the estimated useful lives of the respective assets using the straight-line method
for financial reporting purposes and accelerated methods for income tax purposes. The
56
estimated useful lives generally range from 3 to 40 years for buildings and improvements, subscriber systems up to 15 years, and from 3 to 15 years for machinery
and equipment. The Company capitalizes interest on borrowings during the active construction period of major capital projects. Capitalized interest is added to the
cost of the underlying assets and is amortized over the useful lives of the assets.
Goodwill and Indefinite-Lived Intangible Assets
Goodwill reflects the cost of an acquisition in excess of the fair values assigned to identifiable net assets acquired. The Company reviews goodwill for impairment
during the fourth fiscal quarter or more frequently if events or changes in circumstances indicate the asset might be impaired. The Company performs impairment
reviews for its reporting units, which have been determined to be the Company’s reportable segments or one level below the reportable segments in certain
instances, using a fair value method based on management’s judgments and assumptions or third party valuations. The fair value of a reporting unit refers to the
price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. In estimating the fair value,
the Company uses multiples of earnings based on the average of published multiples of earnings of comparable entities with similar operations and economic
characteristics and applies the multiples to the Company's average of historical and future financial results for each reporting unit. In certain instances, the
Company uses discounted cash flow analyses or estimated sales price to further support the fair value estimates. 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." The estimated fair value is then compared with the carrying
amount of the reporting unit, including recorded goodwill. The Company is subject to financial statement risk to the extent that the carrying amount exceeds the
estimated fair value. Refer to Note 7, "Goodwill and Other Intangible Assets," of the notes to consolidated financial statements for information regarding the
goodwill impairment testing performed in fiscal years 2020, 2019 and 2018.
Indefinite-lived intangible assets are also subject to at least annual impairment testing. Indefinite-lived intangible assets primarily consist of trademarks and trade
names and are tested for impairment using a relief-from-royalty method. A considerable amount of management judgment and assumptions are required in
performing the impairment tests.
Leases
Lessee arrangements
The Company leases certain administrative, production and other facilities, fleet vehicles, information technology equipment and other equipment under
arrangements that are accounted for as operating leases. The Company determines whether an arrangement contains a lease at contract inception based on whether
the arrangement involves the use of a physically distinct identified asset and whether the Company has the right to obtain substantially all of the economic benefits
from the use of the asset throughout the period as well as the right to direct the use of the asset.
Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments
arising from the lease. Right-of-use assets and the corresponding lease liabilities are recognized at commencement date based on the present value of lease
payments for all leases with terms longer than twelve months. As the majority of the Company's leases do not provide an implicit interest rate, to determine the
present value of lease payments, the Company uses its incremental borrowing rate based on information available on the lease commencement date and uses the
implicit rate when readily determinable. The Company determines its incremental borrowing rate based on a comparable market yield curve consistent with the
Company's credit rating, term of the lease and relative economic environment. The Company has elected to combine lease and nonlease components for its leases.
Lessor arrangements
The Company's monitoring services and maintenance agreements within its security business that include subscriber system assets for which the Company retains
ownership contain both lease and nonlease components. The Company has elected the practical expedient to combine lease and nonlease components for these
arrangements where the timing and pattern of transfer of the lease and nonlease components are the same and the lease component would be classified as an
operating lease if accounted for separately. The Company has concluded that in these arrangements the nonlease components are the predominant characteristic,
and as a result, the combined component is accounted for under the revenue guidance.
Impairment of Long-Lived Assets
The Company reviews long-lived assets, including right-of-use assets under operating leases, other tangible assets and intangible assets with definitive lives, for
impairment whenever events or changes in circumstances indicate that the asset’s
57
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."
The Company groups 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 evaluates 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. Intangible assets acquired in a business combination that are used in research and development activities are
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 are not amortized but are 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, the Company recognizes an impairment loss in
an amount equal to that excess. Unamortized capitalized costs of a computer software product are compared to the net realizable value of the product. The amount
by which the unamortized capitalized costs of a computer software product exceed the net realizable value of that asset is written off. Refer to Note 17,
"Impairment of Long-Lived Assets," of the notes to consolidated financial statements for information regarding the impairment testing performed in fiscal years
2020, 2019 and 2018.
Revenue Recognition
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 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 does not adjust the promised amount of consideration for the effects of a significant financing component as at contract inception the Company
expects to receive the payment within 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. 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.
58
The Company considers the contractual consideration payable by the customer and assesses 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 presents amounts collected from customers for sales and other taxes net of the related amounts remitted.
Subscriber System Assets, Dealer Intangibles and Related Deferred Revenue Accounts
The Company considers assets related to the acquisition of new customers in its electronic security business in three asset categories: internally generated
residential subscriber systems outside of North America, internally generated commercial subscriber systems (collectively referred to as subscriber system assets)
and customer accounts acquired through the ADT dealer program, primarily outside of North America (referred to as dealer intangibles). Subscriber system assets
include installed property, plant and equipment for which the Company retains ownership and deferred costs directly related to the customer acquisition and system
installation. Subscriber system assets represent capitalized equipment (e.g. security control panels, touch pad, motion detectors, window sensors, and other
equipment) and installation costs associated with electronic security monitoring arrangements under which the Company retains ownership of the security system
assets in a customer's place of business, or outside of North America, residence. Installation costs represent costs incurred to prepare the asset for its intended use.
The Company pays property taxes on the subscriber system assets and upon customer termination, may retrieve such assets. These assets embody a probable future
economic benefit as they generate future monitoring revenue for the Company.
Costs related to the subscriber system equipment and installation are categorized as property, plant and equipment rather than deferred costs. Deferred costs
associated with subscriber system assets represent direct and incremental selling expenses (such as commissions) related to acquiring the customer. Commissions
related to up-front consideration paid by customers in connection with the establishment of the monitoring arrangement are determined based on a percentage of
the up-front fees and do not exceed deferred revenue. Such deferred costs are recorded as other current and noncurrent assets within the consolidated statements of
financial position.
Subscriber system assets and any deferred revenue resulting from the customer acquisition are accounted for over the expected life of the subscriber. In certain
geographical areas where the Company has a large number of customers that behave in a similar manner over time, the Company accounts for subscriber system
assets and related deferred revenue using pools, with separate pools for the components of subscriber system assets and any related deferred revenue based on the
same month and year of acquisition. The Company depreciates its pooled subscriber system assets and related deferred revenue using a straight-line method with
lives up to 12 years and considering customer attrition. The Company uses a straight-line method with a 15-year life for non-pooled subscriber system assets
(primarily in Europe, Latin America and Asia) and related deferred revenue, with remaining balances written off upon customer termination.
Certain contracts and related customer relationships result from purchasing residential security monitoring contracts from an external network of independent
dealers who operate under the ADT dealer program, primarily outside of North America. Acquired contracts and related customer relationships are recorded at
their contractually determined purchase price.
During the first 6 months (12 months in certain circumstances) after the purchase of the customer contract, any cancellation of monitoring service, including those
that result from customer payment delinquencies, results in a chargeback by the Company to the dealer for the full amount of the contract purchase price. The
Company records the amount charged back to the dealer as a reduction of the previously recorded intangible asset.
Intangible assets arising from the ADT dealer program described above are amortized in pools determined by the same month and year of contract acquisition on a
straight-line basis over the period of the customer relationship. The estimated useful life of dealer intangibles ranges from 12 to 15 years.
Research and Development Costs
Expenditures for research activities relating to product development and improvement are charged against income as incurred and included within selling, general
and administrative expenses for continuing operations in the consolidated statements of
59
income. Such expenditures for the years ended September 30, 2020, 2019 and 2018 were $274 million, $319 million and $310 million, respectively.
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 common shares outstanding during the reporting period. Diluted EPS is calculated by dividing net income attributable to
Johnson Controls by the weighted average number of common shares and common 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. See Note 13, "Earnings per Share," of the
notes to consolidated financial statements for the calculation of earnings per share.
Foreign Currency Translation
Substantially all of the Company’s international operations use the respective local currency as the functional currency. Assets and liabilities of international
entities have been translated at period-end exchange rates, and income and expenses have been translated using average exchange rates for the period. Monetary
assets and liabilities denominated in non-functional currencies are adjusted to reflect period-end exchange rates. The aggregate transaction gains (losses), net of the
impact of foreign currency hedges, included in income from continuing operations for the years ended September 30, 2020, 2019 and 2018 were $(32) million,
$(10) million and $1 million, respectively.
Derivative Financial Instruments
The Company has written policies and procedures that place all financial instruments under the direction of Corporate treasury and restrict all derivative
transactions to those intended for hedging purposes. The use of financial instruments for speculative purposes is strictly prohibited. The Company selectively uses
financial instruments to manage the market risk from changes in foreign exchange rates, commodity prices, stock-based compensation liabilities and interest rates.
The fair values of all derivatives are recorded in the consolidated statements of financial position. The change in a derivative’s fair value is recorded each period in
current earnings or accumulated other comprehensive income ("AOCI"), depending on whether the derivative is designated as part of a hedge transaction and if so,
the type of hedge transaction. See Note 10, "Derivative Instruments and Hedging Activities," and Note 11, "Fair Value Measurements," of the notes to consolidated
financial statements for disclosure of the Company’s derivative instruments and hedging activities.
Investments
The Company invests in debt and equity securities which are marked to market at the end of each accounting period. For fiscal 2020 and 2019, unrealized gains
and losses on these securities are recognized in the Company's consolidated statements of income. For periods prior to fiscal 2019, the unrealized gains and losses
on these securities, other than the deferred compensation plan assets, were recognized in AOCI within the consolidated statement of shareholders' equity unless an
unrealized loss is deemed to be other than temporary, in which case such loss was charged to earnings. The deferred compensation plan assets are marked to
market at the end of each accounting period and all unrealized gains and losses are recorded in the consolidated statements of income.
Pension and Postretirement Benefits
The Company utilizes a mark-to-market approach for recognizing pension and postretirement benefit expenses, including measuring the market related value of
plan assets at fair value and recognizing actuarial gains and losses in the fourth quarter of each fiscal year or at the date of a remeasurement event. Refer to Note
15, "Retirement Plans," of the notes to consolidated financial statements for disclosure of the Company's pension and postretirement benefit plans.
Loss Contingencies
Accruals are recorded for various contingencies including legal proceedings, environmental matters, self-insurance and other claims that arise in the normal course
of business. The accruals are based on judgment, the probability of losses and, where applicable, the consideration of opinions of internal and/or external legal
counsel and actuarially determined estimates. Additionally, the Company records receivables from third party insurers when recovery has been determined to be
probable.
60
The Company is subject to laws and regulations relating to protecting the environment. The Company provides for expenses associated with environmental
remediation obligations when such amounts are probable and can be reasonably estimated. Refer to Note 22, "Commitments and Contingencies," of the notes to
consolidated financial statements.
The Company records liabilities for its workers' compensation, product, general 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. The Company records receivables from third party insurers when recovery has been determined to be probable. The Company
maintains captive insurance companies to manage its insurable liabilities.
Asbestos-Related Contingencies and Insurance Receivables
The Company and certain of its subsidiaries along with numerous other companies are named as defendants in personal injury lawsuits based on alleged exposure
to asbestos-containing materials. 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. 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.
In connection with the recognition of liabilities for asbestos-related matters, the Company records asbestos-related insurance recoveries that are probable. The
Company's estimate of asbestos-related insurance recoveries represents estimated amounts due to the Company for previously paid and settled claims and the
probable reimbursements relating to its estimated liability for pending and future claims discounted to present value. In determining the amount of insurance
recoverable, the Company considers available insurance, allocation methodologies, solvency and creditworthiness of the insurers. Refer to Note 22, "Commitments
and Contingencies," of the notes to consolidated financial statements for a discussion on management's judgments applied in the recognition and measurement of
asbestos-related assets and liabilities.
Income Taxes
Deferred tax liabilities and assets are recognized for the expected future tax consequences of events that have been reflected in the consolidated financial
statements. Deferred tax liabilities and assets are determined based on the differences between the book and tax basis of particular assets and liabilities and
operating loss carryforwards, using tax rates in effect for the years in which the differences are expected to reverse. A valuation allowance is provided to reduce the
carrying or book value of deferred tax assets if, based upon the available evidence, including consideration of tax planning strategies, it is more-likely-than-not that
some or all of the deferred tax assets will not be realized. Refer to Note 18, "Income Taxes," of the notes to consolidated financial statements.
Retrospective Changes
Certain amounts as of September 30, 2019 and 2018 have been revised to conform to the current year's presentation.
61
New Accounting Pronouncements
Recently Adopted 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 Company adopted Topic 842 and the related amendments using
a modified-retrospective approach as of October 1, 2019 and applied the new guidance to all leases through a cumulative-effect adjustment to beginning retained
earnings. The comparative periods have not been recast and continue to be reported under the previous lease accounting guidance. The Company has elected to
apply the package of transitional practical expedients, under which the Company did not reassess prior conclusions about lease identification, lease classification,
and initial direct costs of existing leases as of the date of adoption. The adoption of the new guidance resulted in recognition of a right-of-use asset and related
lease liabilities of $1.1 billion, with an immaterial impact to retained earnings. Refer to Note 8, “Leases,” for additional lease disclosures.
In May 2020, the SEC issued Final Rule Release No. 33-10786, which amends the financial statement requirements for acquisitions and dispositions of businesses
and related pro forma financial information required under SEC Regulation S-X, Rule 3-05. Among other things, the final rule modifies the significance test
required in SEC Regulation S-X, Rule 1-02(w) by changing the income test to use the lower measure of significance based on income from continuing operations
before taxes or revenue. In accordance with Rules 3-09 or 4-08(g), the revised income test will apply to the evaluation of equity method investments for
significance. The final rule is effective on January 1, 2021, however, voluntary early adoption is permitted as long as all amendments are adopted in their entirety.
The Company early adopted all provisions of the final rule during the fourth quarter of fiscal 2020. As a result of the revised income test, none of the Company’s
non-consolidated partially-owned affiliates, either individually or in the aggregate, are considered significant subsidiaries which require disclosure in the
Company’s footnotes for fiscal 2020.
Recently issued accounting pronouncements are not expected to have a material impact on the Company's consolidated financial statements.
2.
ACQUISITIONS AND DIVESTITURES
Fiscal Year 2020
During fiscal 2020, the Company completed certain acquisitions for a combined purchase price, net of cash acquired, of $82 million, of which $77 million was
paid as of September 30, 2020. In connection with the acquisitions, the Company recorded goodwill of $35 million within the Building Solutions EMEA/LA
segment and $21 million within the Global Products segment. The acquisitions were not material to the Company's consolidated financial statements.
Additionally, in the fourth quarter of fiscal 2020, the Company acquired additional ownership interest in one of its consolidated subsidiaries within the Global
Products segment for a purchase price of $132 million, all of which was paid as of September 30, 2020. In connection with this transaction, the Company recorded
a compensation charge of $39 million related to the cash settlement of equity awards.
In the fourth quarter of fiscal 2020, the Company completed certain divestitures within the Global Products and Building Solutions Asia Pacific segments. The
combined selling price, net of cash divested, was $152 million, of which $135 million was received as of September 30, 2020. In connection with the divestitures,
the Company reduced goodwill by $11 million within the Building Solutions Asia Pacific segment. The divestitures were not material to the Company's
consolidated financial statements.
Fiscal Year 2019
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 post-closing working capital and net debt adjustments, within income from discontinued operations, net of tax, in
the consolidated statements of income. Refer to Note 3, "Discontinued Operations," of the notes to consolidated financial statements for further disclosure related
to the Company's discontinued operations.
During fiscal 2019, the Company completed certain divestitures within the Global Products and Building Solutions EMEA/LA segments. The combined selling
price was $18 million, $16 million of which was received as of September 30, 2019. In
62
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 fiscal 2019, the Company completed certain acquisitions for a combined purchase price of $32 million, $25 million of which was paid as of September 30,
2019. In connection with the acquisitions, the Company recorded goodwill of $11 million within the Global Products segment, $8 million within the Building
Solutions Asia Pacific segment, and $6 million within the Building Solutions EMEA/LA segment. The acquisitions were not material to the Company's
consolidated financial statements.
Fiscal Year 2018
During fiscal 2018, the Company completed certain acquisitions for a combined purchase price, net of cash acquired, of $21 million, all of which was paid as of
September 30, 2018. In connection with the acquisitions, the Company recorded goodwill of $14 million within the Global Products segment and $1 million within
the Building Solutions EMEA/LA segment. The acquisitions were 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 September 30, 2018. 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 assets held for sale by $1.2 billion. The gain, net of tax,
recorded was $84 million.
Also during fiscal 2018, the Company completed certain divestitures primarily within the Global Products segment. The combined selling price was $204 million,
all of which was received as of September 30, 2018. In connection with the divestitures, the Company reduced goodwill by $35 million. The divestitures were not
material to the Company's consolidated financial statements.
3. DISCONTINUED OPERATIONS
Power Solutions
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, its historical financial results are reflected in the Company's consolidated financial statements as a discontinued operation, and assets and liabilities were
classified as assets and liabilities held for sale. The Company did not allocate any general corporate overhead to discontinued operations.
The following table summarizes the results of Power Solutions which are classified as discontinued operations for the fiscal years ended September 30, 2019 and
2018 (in millions). As the Power Solutions sale occurred on April 30, 2019, there are only seven months of results included in the fiscal year ended September 30,
2019.
Net sales
Income from discontinued operations before income taxes
Provision for income taxes on discontinued operations
Income from discontinued operations attributable to noncontrolling interests, net of tax
Income from discontinued operations
Year Ended September 30,
2019
2018
5,001 $
8,000
6,039
(1,441)
(24)
4,574 $
1,355
(321)
(47)
987
$
$
For the fiscal year ended September 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 fiscal year ended September 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 fiscal year ended September 30, 2018, the effective tax rate was more than the Irish
statutory rate of 12.5% primarily due to legal entity restructuring associated with the Power Solutions business and tax rate differentials.
63
Assets and Liabilities Held for Sale
During the third quarter of fiscal 2020, the Company determined that certain assets of the Building Solutions Asia Pacific segment met the criteria to be classified
as held for sale. The estimated fair value, less costs to sell, of these assets was $147 million at September 30, 2020.
During the third quarter of 2019, the Company determined that a business within its Global Products segment met the criteria to be classified as held for sale. This
business was sold in the fourth quarter of fiscal 2020. The assets and liabilities of this business are presented as held for sale in the consolidated statements of
financial position as of September 30, 2019. Assets and liabilities held for sale are recorded at the lower of carrying value or fair value less any costs to sell. The
Company recorded impairment charges within restructuring and impairment costs in the consolidated statements of income of $15 million in the first quarter of
fiscal 2020 and $235 million 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 charges. The
business did not meet the criteria to be classified as a discontinued operation as the divestiture did not have a major effect on the Company’s operations and
financial results.
4.
REVENUE RECOGNITION
Disaggregated Revenue
The following table presents the Company's revenues disaggregated by segment and by products and systems versus services revenue for the years ended
September 30, 2020 and 2019 (in millions):
Year Ended September 30, 2020
Year Ended September 30, 2019
Products &
Systems
Services
Total
Products &
Systems
Services
Total
Building Solutions North
America
Building Solutions EMEA/LA
Building Solutions Asia
Pacific
Global Products
Total
$
5,371
$
3,234
$
8,605
$
5,745
$
3,286
$
1,644
1,369
7,869
1,796
1,034
—
3,440
2,403
7,869
1,767
1,575
8,624
1,888
1,083
—
9,031
3,655
2,658
8,624
$
16,253
$
6,064
$
22,317
$
17,711
$
6,257
$
23,968
The following table presents further disaggregation of Global Products segment revenues by product type for the years ended September 30, 2020 and 2019 (in
millions):
Building management systems
HVAC & refrigeration equipment
Specialty products
Total
Contract Balances
Year Ended
September 30, 2020
Year Ended September
30, 2019
$
$
1,205
$
5,613
1,051
7,869
$
1,292
6,181
1,151
8,624
Contract assets relate to the Company’s right to consideration for performance obligations satisfied but not billed and consist of unbilled receivables 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.
64
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
September 30, 2020
September 30, 2019
Contract assets - current
Accounts receivable - net
Contract assets - noncurrent
Other noncurrent assets
Contract liabilities - current
Deferred revenue
Contract liabilities - noncurrent
Other noncurrent liabilities
Total
$
$
1,395
$
104
(1,435)
(245)
(181)
$
1,389
90
(1,407)
(228)
(156)
For the year ended September 30, 2020, the Company recognized revenue of approximately $1.3 billion that was included in the beginning of period contract
liability balance. For the year ended September 30, 2019, the Company recognized revenue of approximately $1.2 billion that was included in the beginning of
period contract liability balance.
Performance Obligations
A performance obligation is a distinct good, service, or 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. The timing of satisfying the performance obligation is typically indicated by the terms of
the contract. As of September 30, 2020, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $14.4
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 excludes 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 September 30, 2020, the Company recorded costs to obtain or fulfill a contract of $223 million, of which $119 million is recorded within other current assets
and $104 million is recorded within other noncurrent assets in the consolidated statements of financial position. As of September 30, 2019, the Company recorded
costs to obtain or fulfill a contract of $212 million, of which $110 million is recorded within other current assets and $102 million is recorded within other
noncurrent assets in the consolidated statements of financial position.
During the year ended September 30, 2020, the Company recognized amortization expense of $162 million related to costs to obtain or fulfill a contract. There
were no impairment losses recognized in the year ended September 30, 2020. During the year ended September 30, 2019, the Company recognized amortization
expense of $157 million related to costs to obtain or fulfill a contract. There were no impairment losses recognized in the year ended September 30, 2019.
65
5. INVENTORIES
Inventories consisted of the following (in millions):
Raw materials and supplies
Work-in-process
Finished goods
Inventories
6. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following (in millions):
Buildings and improvements
Subscriber systems
Machinery and equipment
Construction in progress
Land
Total property, plant and equipment
Less: accumulated depreciation
Property, plant and equipment - net
September 30,
2020
2019
629 $
142
1,002
1,773 $
September 30,
2020
2019
1,351 $
679
3,332
327
241
5,930
(2,871)
3,059 $
588
176
1,050
1,814
1,499
661
2,969
465
250
5,844
(2,496)
3,348
$
$
$
$
Interest costs capitalized during the fiscal years ended September 30, 2020, 2019 and 2018 were $1 million, $6 million and $17 million, respectively.
7. GOODWILL AND OTHER INTANGIBLE ASSETS
The changes in the carrying amount of goodwill in each of the Company’s reportable segments for the fiscal years ended September 30, 2020 and 2019 were as
follows (in millions):
September 30,
2018
Business
Acquisitions
Business
Divestitures
Impairments
Currency
Translation
and Other
September 30,
2019
Building Solutions North America
Building Solutions EMEA/LA
Building Solutions Asia Pacific
Global Products
Total
Building Solutions North America
Building Solutions EMEA/LA
Building Solutions Asia Pacific
Global Products
Total
$
$
$
$
$
9,603
1,950
1,235
5,593
18,381 $
—
6
8
11
25
September 30,
2019
Business
Acquisitions
$
9,588
1,849
1,194
5,547
18,178 $
—
35
—
21
56
66
$
$
$
$
—
(1)
—
(22)
(23)
Business
Divestitures
—
—
(11)
—
(11)
$
$
$
$
—
—
—
—
—
Impairments
(424)
—
—
—
(424)
$
$
$
$
(15)
(106)
(49)
(35)
(205)
Currency
Translation
and Other
(4)
83
43
11
133
$
$
$
$
9,588
1,849
1,194
5,547
18,178
September 30,
2020
9,160
1,967
1,226
5,579
17,932
The fiscal 2019 Global Products business divestiture amount includes $22 million of goodwill transferred to noncurrent assets held for sale in the consolidated
statements of financial position related to the fiscal 2020 disposal 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 reviews goodwill for impairment during the fourth fiscal quarter or more frequently if events or changes in circumstances indicate the asset might be
impaired. The Company considered the ongoing deterioration in general economic and market conditions due to the COVID-19 pandemic and its impact on each of
the Company’s reporting units’ performance. Due to further declines in cash flow projections of the North America Retail reporting unit in the third quarter of
fiscal 2020 as a result of the COVID-19 pandemic, the Company concluded a triggering event occurred requiring assessment of impairment for its North America
Retail reporting unit. As a result, the Company recorded a non-cash impairment charge of $424 million within restructuring and impairment costs in the
consolidated statements of income in the third quarter of fiscal 2020, which was determined by comparing the carrying amount of a reporting unit to its fair value
in accordance with ASU No. 2017-04, "Intangible - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment," which the Company early
adopted. The North America Retail reporting unit has a remaining goodwill balance of $230 million at September 30, 2020. The Company used a discounted cash
flow model to estimate the fair value of the reporting unit. Other than management's internal projections of future cash flows, the primary assumptions used in the
model were the weighted-average cost of capital and long-term growth rates, which are classified as Level 3 inputs within the fair value hierarchy as defined in
ASC 820, "Fair Value Measurement." Although the Company's cash flow forecasts are based on assumptions that are considered reasonable by management and
consistent with the plans and estimates management is using to operate the underlying business, there was significant judgment in determining the expected future
cash flows attributable to the North America Retail reporting unit.
There were no goodwill impairments resulting from the fiscal 2020 and 2019 annual impairment tests. With the exception of the North America Retail reporting
unit that had a recent goodwill impairment and is recorded at fair value, no reporting unit was determined to be at risk of failing the goodwill impairment test. The
estimated fair value for North America Retail reporting unit exceeded its carrying value by 6%. The Company performs impairment reviews for its reporting units,
which have been determined to be the Company’s reportable segments or one level below the reportable segments in certain instances, using a fair value method
based on management’s judgments and assumptions or third party valuations. The fair value of a reporting unit refers to the price that would be received to sell the
unit as a whole in an orderly transaction between market participants at the measurement date. In estimating the fair value, the Company uses multiples of earnings
based on the average of published multiples of earnings of comparable entities with similar operations and economic characteristics and applies the multiples to the
Company's average of historical and future financial results for each reporting unit. In certain instances, the Company uses discounted cash flow analyses or
estimated sales price to further support the fair value estimates. 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." The estimated fair value is then compared with the carrying amount of the reporting unit, including recorded
goodwill. The Company is subject to financial statement risk to the extent that the carrying amount exceeds the estimated fair value.
The assumptions included in the impairment tests require judgment, and changes to these inputs could impact the results of the calculations. The primary
assumptions used in the impairment tests were management's projections of future cash flows. Although the Company's cash flow forecasts are based on
assumptions that are considered reasonable by management and consistent with the plans and estimates management is using to operate the underlying businesses,
there are significant judgments in determining the expected future cash flows attributable to a reporting unit.
The Company continuously monitors for events and circumstances that could negatively impact the key assumptions in determining fair value, including long-term
revenue growth projections, profitability, discount rates, recent market valuations from transactions by comparable companies, volatility in the Company's market
capitalization, and general industry, market and macro-economic conditions. It is possible that future changes in such circumstances, including a more prolonged
and/or severe COVID-19 pandemic, or future changes in the variables associated with the judgments, assumptions and estimates used in assessing the fair value of
the reporting unit, would require the Company to record additional non-cash impairment charges.
67
The Company’s other intangible assets, primarily from business acquisitions valued based on independent appraisals, consisted of (in millions):
Amortized intangible assets
Technology
Customer relationships
Miscellaneous
Total amortized intangible assets
Unamortized intangible assets
Trademarks/tradenames
Miscellaneous
Total intangible assets
September 30, 2020
September 30, 2019
Gross
Carrying
Amount
Accumulated
Amortization
Net
Gross
Carrying
Amount
Accumulated
Amortization
Net
$
$
1,332 $
2,773
657
4,762
2,248
80
2,328
7,090 $
(497) $
(969)
(268)
(1,734)
—
—
—
(1,734) $
835
1,804
389
3,028
2,248
80
2,328
5,356
$
$
1,307 $
2,722
584
4,613
2,282
90
2,372
6,985 $
(370) $
(759)
(224)
(1,353)
—
—
—
(1,353) $
937
1,963
360
3,260
2,282
90
2,372
5,632
The Company reviews indefinite-lived intangible assets for impairment during the fourth fiscal quarter or more frequently if events or changes in circumstances
indicate the asset might be impaired. Indefinite-lived intangible assets primarily consist of trademarks and tradenames and are tested for impairment using a relief-
from-royalty method. During the second and third quarters of fiscal 2020, the Company determined that it had a triggering event at each reporting period end
requiring assessment of impairment for certain of its indefinite-lived intangible assets due to declines in revenue directly attributable to the COVID-19 pandemic.
As a result, the Company recorded an impairment charge of $62 million related primarily to the Company's retail business indefinite-lived intangible assets within
restructuring and impairment costs in the consolidated statements of income in the second quarter of fiscal 2020. No further impairment was required to be
recorded in the third quarter of fiscal 2020 as a result of the completed impairment assessment.
There were no indefinite-lived intangible asset impairments resulting from fiscal 2020 and 2019 annual impairment tests. The estimated fair values of all
indefinite-lived intangibles substantially exceeded their carrying values, with the exception of the indefinite-lived trademarks related to the Company's security and
Asia Pacific subscriber businesses. The estimated fair value for the security and Asia Pacific indefinite-lived trademarks exceeded their carrying value by 4% and
2%, respectively. The carrying amount of the security and Asia Pacific indefinite-lived trademarks as of September 30, 2020 was $299 million and $37 million,
respectively.
The Company continuously monitors for events and circumstances that could negatively impact the key assumptions in determining fair value, including long-term
revenue growth projections, discount rates and general industry, market and macro-economic conditions. It is possible that future changes in such circumstances,
including a more prolonged and/or severe COVID-19 pandemic, or future changes in the variables associated with the judgments, assumptions and estimates used
in assessing the fair value of the indefinite-lived intangible assets, would require the Company to record an additional non-cash impairment charge.
Amortization of other intangible assets included within continuing operations for the fiscal years ended September 30, 2020, 2019 and 2018 was $386 million,
$377 million and $376 million, respectively. Excluding the impact of any future acquisitions, the Company anticipates amortization for fiscal 2021, 2022, 2023,
2024 and 2025 will be approximately $404 million, $403 million, $402 million, $383 million and $365 million, respectively.
8. LEASES
Most leases contain options to renew or terminate the lease. Right-of-use assets and lease liabilities reflect only the options which the Company is reasonably
certain to exercise. Lease expense is recognized on a straight-line basis over the lease term.
The Company has certain real estate leases that contain variable lease payments which are based on changes in the Consumer Price Index (CPI). Additionally, the
Company’s leases generally require it to pay for fuel, maintenance, repair, insurance and taxes. These payments are not included in the right-of-use asset or lease
liability and are expensed as incurred.
68
The following table presents the Company’s lease costs for the fiscal year ended September 30, 2020 (in millions):
Operating lease cost
Variable lease cost
Total lease costs
Year Ended
September 30, 2020
$
$
399
145
544
Total rental expense for continuing operations for the fiscal years ended September 30, 2019 and 2018 was $452 million and $408 million, respectively.
The following table presents supplemental consolidated statement of financial position information as of September 30, 2020 (in millions):
Location of lease balances
September 30, 2020
Operating lease right-of-use assets
Operating lease liabilities - current
Operating lease liabilities - noncurrent
Weighted-average remaining lease term
Weighted-average discount rate
Other noncurrent assets
Other current liabilities
Other noncurrent liabilities
$
1,190
332
875
6 years
2.2 %
The following table presents supplemental cash flow information related to operating leases for the fiscal year ended September 30, 2020 (in millions):
Year Ended
September 30, 2020
Cash paid for amounts included in the measurement of lease liability:
Operating cash outflows from operating leases
Noncash operating lease activity:
Right-of-use assets obtained in exchange for operating lease liabilities
$
The following table presents maturities of operating lease liabilities as of September 30, 2020 (in millions):
September 30, 2020
2021
2022
2023
2024
2025
After 2025
Total operating lease payments
Less: interest
Present value of lease payments
$
$
69
397
467
352
279
191
143
91
235
1,291
(84)
1,207
As previously disclosed in the Company's Annual Report on Form 10-K for the year ended September 30, 2019 and accounted for under the previous lease
accounting guidance, future minimum operating lease payments for long-term noncancellable operating leases as of September 30, 2019 were as follows (in
millions):
2020
2021
2022
2023
2024
After 2024
Total minimum lease payments
9. DEBT AND FINANCING ARRANGEMENTS
Short-term debt consisted of the following (in millions):
September 30, 2019
352
287
200
111
71
172
1,193
$
$
September 30,
2020
2019
Bank borrowings
Weighted average interest rate on short-term debt outstanding
$
$
31
3.4 %
10
2.0 %
The Company had no commercial paper outstanding as of September 30, 2020 and 2019.
In December 2019, the Company entered into a syndicated $2.5 billion committed revolving credit facility, which is scheduled to expire in December 2024, and a
syndicated $500 million committed revolving credit facility, which is scheduled to expire in December 2020. Additionally, the Company terminated its syndicated
5-year $2 billion committed revolving credit facility and four 364-day revolving credit facilities with total committed capacity of $750 million. As of
September 30, 2020, there were no draws on the revolving credit facilities.
70
Long-term debt consisted of the following (in millions; due dates by fiscal year):
Unsecured notes
JCI plc - 5.00% due in 2020 ($453 million par value)
JCI Inc. - 5.00% due in 2020 ($47 million par value)
JCI plc - 0.00% due in 2021 (€750 million par value)
JCI plc - 4.25% due in 2021 ($204 million par value)
JCI Inc. - 4.25% due in 2021 ($53 million par value)
JCI plc - 3.75% due in 2022 ($171 million par value)
JCI Inc. - 3.75% due in 2022 ($22 million par value)
JCI plc - 4.625% due in 2023 ($25 million par value)
Tyco International Finance S.A. ("TIFSA") - 4.625% due in 2023 ($7 million par value)
JCI plc - 1.00% due in 2023 (€888 million par value)
JCI plc - 3.625% due in 2024 ($453 million par value)
JCI Inc. - 3.625% due in 2024 ($31 million par value)
JCI plc - 1.375% due in 2025 (€423 million par value)
TIFSA - 1.375% due in 2025 (€54 million par value)
JCI plc - 3.90% due in 2026 ($487 million par value)
TIFSA - 3.90% due in 2026 ($51 million par value)
JCI plc and Tyco Fire & Security Finance S.C.A. ("TFSCA") - 0.375% due in 2027 (€500 million par value)
JCI plc and TFSCA - 1.75% due in 2030 ($625 million par value)
JCI plc and TFSCA - 1.00% due in 2032 (€500 million par value)
JCI plc - 6.00% due in 2036 ($342 million par value)
JCI Inc. - 6.00% due in 2036 ($8 million par value)
JCI plc - 5.70% due in 2041 ($190 million par value)
JCI Inc. - 5.70% due in 2041 ($30 million par value)
JCI plc - 5.25% due in 2042 ($155 million par value)
JCI Inc. - 5.25% due in 2042 ($6 million par value)
JCI plc - 4.625% due in 2044 ($444 million par value)
JCI Inc. - 4.625% due in 2044 ($6 million par value)
JCI plc - 5.125% due in 2045 ($477 million par value)
TIFSA - 5.125% due in 2045 ($23 million par value)
JCI plc - 6.95% due in 2046 ($32 million par value)
JCI Inc. - 6.95% due in 2046 ($4 million par value)
JCI plc - 4.50% due in 2047 ($500 million par value)
JCI plc - 4.95% due in 2064 ($341 million par value)
JCI Inc. - 4.95% due in 2064 ($15 million par value)
JCI plc - Term Loan - ¥25 billion; LIBOR JPY plus 0.40% due in 2022
Other
Gross long-term debt
Less: current portion
Less: debt issuance costs
Net long-term debt
$
$
71
September 30,
2020
2019
— $
—
—
204
53
171
22
26
7
1,039
453
31
503
64
516
51
583
623
584
339
8
189
30
155
6
441
6
564
22
32
4
496
340
15
237
8
7,822
262
34
7,526 $
453
47
818
204
53
171
22
26
7
967
453
31
471
60
521
51
—
—
—
339
8
189
30
155
6
441
6
567
22
32
4
496
340
15
232
3
7,240
501
31
6,708
The installments of long-term debt maturing in subsequent fiscal years are: 2021 - $262 million; 2022 - $432 million; 2023 - $1,073 million; 2024 - $484 million;
2025 - $567 million; 2026 and thereafter - $5,004 million. The Company’s long-term debt includes various financial covenants, none of which are expected to
restrict future operations.
Total interest paid on both short and long-term debt for continuing operations for the fiscal years ended September 30, 2020, 2019 and 2018 was $247 million,
$369 million and $401 million, respectively.
Financing Arrangements
In September 2020, the Company and its wholly owned subsidiary, TFSCA issued €500 million aggregate principal amount of their 0.375% Senior Notes due 2027
and €500 million aggregate principal amount of their 1.000% Senior Notes due 2032. A portion of the proceeds were used to repay €750 million of notes which
were due in December 2020 and the short-term debt which was issued in April 2020, including $675 million of European financing arrangements which were due
in September 2020 and $275 million of bank term loans which were due in April 2021. The remainder of the proceeds is to be used for general corporate purposes.
In July 2020, the Company repaid $300 million of a bank term loan that was issued in April 2020.
In September 2020, the Company and its wholly owned subsidiary, TFSCA issued $625 million of green bonds with an interest rate of 1.750% which are due in
2030. The net proceeds are being used to support projects that focus on sustainability and support the Company's 2025 sustainability goals.
In March 2020, the Company retired $500 million in principal amount, plus accrued interest, of its 5.0% fixed rate notes that expired in March 2020.
Net Financing Charges
The Company's net financing charges line item in the consolidated statements of income for the years ended September 30, 2020, 2019 and 2018 contained the
following components (in millions):
Interest expense, net of capitalized interest costs
Banking fees and bond cost amortization
Loss on debt extinguishment
Interest income
Net foreign exchange results for financing activities
Net financing charges
2020
Year Ended September 30,
2019
2018
$
$
240 $
26
—
(23)
(12)
231 $
335 $
28
60
(61)
(12)
350 $
409
30
—
(13)
(25)
401
10. 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 11, "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 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 notional amount of each of its known foreign exchange transactional exposures.
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 copper and aluminum in cases where commodity price risk cannot be naturally offset or hedged through
supply base fixed price contracts. Commodity risks
72
are systematically managed pursuant to policy guidelines. The maturities of the commodity hedge contracts coincide with the expected purchase of the
commodities.
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 fiscal years ended September 30, 2020 and 2019.
The Company had the following outstanding contracts to hedge forecasted commodity purchases (in metric tons):
Commodity
September 30, 2020
September 30, 2019
Volume Outstanding as of
Copper
Aluminum
2,497
3,036
3,561
2,967
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 September 30, 2020, the Company had 888 million euro, 500 million
euro, 500 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. At September 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.
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
September 30, 2020 and 2019, the Company hedged approximately 1.4 million of its ordinary shares, which have a cost basis of $60 million.
The Company also holds certain foreign currency forward contracts for which hedge accounting treatment was not elected. 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.
73
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):
Other current assets
Foreign currency exchange derivatives
Commodity derivatives
Other noncurrent assets
Equity swap
Total assets
Other current liabilities
Foreign currency exchange derivatives
Commodity derivatives
Long-term debt
Foreign currency denominated debt
Total liabilities
Counterparty Credit Risk
Derivatives and Hedging Activities
Designated as Hedging Instruments
under ASC 815
Derivatives and Hedging Activities Not
Designated as Hedging Instruments
under ASC 815
September 30, 2020
September 30, 2019
September 30, 2020
September 30, 2019
$
$
$
$
10
2
—
12
10
—
3,010
3,020
$
$
$
$
16
—
—
16
23
1
2,544
2,568
$
$
$
$
17
—
58
75
—
—
—
—
$
$
$
$
19
—
62
81
—
—
—
—
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 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 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.
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 gross and net amounts of derivative assets and liabilities were as follows (in millions):
Fair Value of Assets
Fair Value of Liabilities
September 30, 2020
September 30, 2019
September 30, 2020
September 30, 2019
Gross amount recognized
Gross amount eligible for offsetting
Net amount
$
$
87
(10)
77
$
$
74
97
(11)
86
$
$
3,020
(10)
3,010
$
$
2,568
(11)
2,557
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 fiscal years ended
September 30, 2020, 2019 and 2018 (in millions):
Derivatives in ASC 815 Cash Flow Hedging Relationships
2020
Foreign currency exchange derivatives
Commodity derivatives
Total
$
$
Year Ended September 30,
2019
2018
1
6
7
$
$
2
(4)
(2)
$
$
2
(14)
(12)
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 fiscal years ended September 30, 2020, 2019 and 2018 (in millions):
Derivatives in ASC 815 Cash Flow
Hedging Relationships
Foreign currency exchange derivatives
Foreign currency exchange derivatives
Commodity derivatives
Commodity derivatives
Total
Location of Gain (Loss)
Reclassified from AOCI into Income
Year Ended September 30,
2020
2019
2018
Cost of sales
Income from discontinued operations
Cost of sales
Income from discontinued operations
$
$
(5)
—
2
—
(3)
$
$
4
—
(4)
(10)
(10)
$
$
2
2
5
7
16
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 fiscal years ended September 30, 2020, 2019 and 2018 (in millions):
Derivatives Not Designated as Hedging
Instruments under ASC 815
Foreign currency exchange derivatives
Foreign currency exchange derivatives
Foreign currency exchange derivatives
Foreign currency exchange derivatives
Equity swap
Total
Location of Gain (Loss)
Recognized in Income on Derivative
2020
Year Ended September 30,
2019
2018
Cost of sales
Net financing charges
Income tax provision
Income from discontinued operations
Selling, general and administrative
$
$
(1)
87
—
—
(4)
82
$
$
(8)
(60)
(1)
52
14
(3)
$
$
4
42
(4)
(7)
(8)
27
The pre-tax gains (losses) recorded in foreign currency translation adjustment ("CTA") within other comprehensive income (loss) related to net investment hedges
were $(172) million, $145 million and $45 million for the years ended September 30, 2020, 2019 and 2018, respectively. For the years ended September 30, 2020,
2019 and 2018, no gains or losses were reclassified from CTA into income for the Company’s outstanding net investment hedges.
11. 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.
75
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 September 30, 2020 and 2019 (in
millions):
Other current assets
Foreign currency exchange derivatives
1
Exchange traded funds (fixed income)
Commodity derivatives
Other noncurrent assets
Deferred compensation plan assets
Exchange traded funds (fixed income)
Exchange traded funds (equity)
Equity swap
1
1
Total assets
Other current liabilities
Foreign currency exchange derivatives
Total liabilities
Other current assets
Foreign currency exchange derivatives
1
Exchange traded funds (fixed income)
Other noncurrent assets
Deferred compensation plan assets
Exchange traded funds (fixed income)
Exchange traded funds (equity)
Equity swap
1
1
Total assets
Other current liabilities
Foreign currency exchange derivatives
Commodity derivatives
Total liabilities
Fair Value Measurements Using:
Quoted Prices
in Active
Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total as of September
30, 2020
$
$
$
$
$
$
$
$
$
27
19
2
63
143
129
58
441 $
10
10
$
$
—
19
—
63
143
129
—
354
—
—
$
$
$
$
Fair Value Measurements Using:
Quoted Prices
in Active
Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Total as of September
30, 2019
$
35
19
71
138
116
62
441 $
23
1
24
$
$
$
—
19
71
138
116
—
344
—
—
—
$
$
$
27
—
2
—
—
—
58
87
10
10
35
—
—
—
—
62
97
23
1
24
$
$
$
$
$
$
$
$
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Significant
Unobservable
Inputs
(Level 3)
1
Classified as restricted investments for payment of asbestos liabilities. See Note 22, "Commitments and Contingencies" of the notes to consolidated financial statements for
further details.
76
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. Unrealized gains (losses) on the deferred compensation plan assets are recognized in the consolidated statements of
income where they offset unrealized gains and losses on the related deferred compensation plan liability.
Investments in exchange traded funds: Investments in 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. Refer to Note 22, "Commitments and Contingencies," of the notes to consolidated
financial statements for further information.
The following table presents the portion of unrealized gains (losses) recognized in the consolidated statements of income for the years ended September 30, 2020
and 2019 that relate to equity securities still held at September 30, 2020 and 2019 (in millions):
Deferred compensation plan assets
Investments in exchange traded funds
Year Ended
September 30,
2020
2019
$
1 $
21
(2)
12
All of the gains and losses on investments in exchange traded funds related to restricted investments.
The fair values of cash and cash equivalents, accounts receivable, short-term debt and accounts payable approximate their carrying values. At September 30, 2020,
the fair value of long-term debt was $8.6 billion, including public debt of $8.4 billion and other long-term debt of $0.2 billion. At September 30, 2019, the fair
value of long-term debt was $7.6 billion, including public debt of $7.4 billion and other long-term debt of $0.2 billion. The fair value of public debt was
determined primarily using market quotes which are classified as Level 1 inputs within the ASC 820 fair value hierarchy. The fair value of other long-term debt
was determined using quoted market prices for similar instruments and are classified as Level 2 inputs within the ASC 820 fair value hierarchy.
12. STOCK-BASED COMPENSATION
The Johnson Controls International plc 2012 Share and Incentive Plan (the "Plan"), as amended in September 2016, authorizes stock options, stock appreciation
rights, restricted (non-vested) stock/units, performance shares, performance units and other stock-based 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. As of September 30, 2020,
there were 76 million shares of the Company's common stock reserved and 27 million shares available for issuance under the Plan.
The Company has four share-based compensation plans, which are described below. For the fiscal years ended September 30, 2020, 2019 and 2018, compensation
cost charged against income for continuing operations, excluding the offsetting impact of outstanding equity swaps, for those plans was approximately $66 million,
$103 million and $89 million, respectively, all of which was recorded in selling, general and administrative expenses.
The total income tax benefit recognized for continuing operations in the consolidated statements of income for share-based compensation arrangements was
approximately $16 million, $26 million and $22 million for the fiscal years ended September 30, 2020, 2019 and 2018, respectively. The tax impact from the
exercise and vesting of equity settled awards was less than $1 million of tax benefit, $6 million of tax expense and $3 million of tax expense for the fiscal years
ended September 30, 2020,
77
2019 and 2018, respectively. The Company does not settle stock options granted under share-based payment arrangements to cash.
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.
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.
Expected life of option (years)
Risk-free interest rate
Expected volatility of the Company’s stock
Expected dividend yield on the Company’s stock
2020
6.5
1.67%
22.40%
2.49%
Year Ended September 30,
2019
6.4
2.77%
21.80%
3.29%
2018
6.5
2.28%
23.70%
2.78%
A summary of stock option activity at September 30, 2020, and changes for the year then ended, is presented below:
Outstanding, September 30, 2019
Granted
Exercised
Forfeited or expired
Outstanding, September 30, 2020
Exercisable, September 30, 2020
Weighted
Average
Option Price
Shares
Subject to
Option
$
$
$
35.07
41.67
28.80
38.30
37.14
36.98
12,369,749
1,347,310
(2,504,516)
(1,097,638)
10,114,905
7,473,203
Weighted
Average
Remaining
Contractual
Life (years)
Aggregate
Intrinsic
Value
(in millions)
4.9
3.6
$
$
46
36
The weighted-average grant-date fair value of options granted during the fiscal years ended September 30, 2020, 2019 and 2018 was $7.29, $5.56 and $7.04,
respectively.
The total intrinsic value of options exercised during the fiscal years ended September 30, 2020, 2019 and 2018 was approximately $30 million, $73 million and
$38 million, respectively.
In conjunction with the exercise of stock options, the Company received cash payments for the fiscal years ended September 30, 2020, 2019 and 2018 of
approximately $75 million, $171 million and $66 million, respectively.
At September 30, 2020, the Company had approximately $9 million of total unrecognized compensation cost related to non-vested stock options granted for
continuing operations which is expected to be recognized over a weighted-average period of 1.8 years.
Stock Appreciation Rights ("SARs")
SARs vest under the same terms and conditions as stock option awards; however, they are settled in cash for the difference between the market price on the date of
exercise and the exercise price. As a result, SARs are recorded in the Company’s consolidated statements of financial position as a liability until the date of
exercise.
78
The fair value of each SAR award is estimated using a similar method described for stock options. The fair value of each SAR award is recalculated at the end of
each reporting period and the liability and expense are adjusted based on the new fair value.
The assumptions used to determine the fair value of the SAR awards at September 30, 2020 were as follows:
Expected life of SAR (years)
Risk-free interest rate
Expected volatility of the Company’s stock
Expected dividend yield on the Company’s stock
0.4 - 2.5
0.11% - 0.18%
22.40%
2.49%
A summary of SAR activity at September 30, 2020, and changes for the year then ended, is presented below:
Outstanding, September 30, 2019
Exercised
Forfeited or expired
Outstanding, September 30, 2020
Exercisable, September 30, 2020
Weighted
Average
SAR Price
Shares
Subject to
SAR
$
$
$
28.67
26.88
25.47
30.14
30.14
368,009
(129,277)
(26,095)
212,637
212,637
Weighted
Average
Remaining
Contractual
Life (years)
Aggregate
Intrinsic
Value
(in millions)
1.8
1.8
$
$
2
2
In conjunction with the exercise of SARs granted, the Company made payments of $2 million, $3 million and $3 million during the fiscal years ended
September 30, 2020, 2019 and 2018, respectively.
Restricted (Non-vested) Stock / Units
Restricted stock or restricted stock units 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.
A summary of non-vested restricted stock awards at September 30, 2020, and changes for the fiscal year then ended, is presented below:
Non-vested, September 30, 2019
Granted
Vested
Forfeited
Non-vested, September 30, 2020
Weighted
Average
Price
Shares/Units
Subject to
Restriction
$
$
35.98
41.38
37.39
37.47
38.58
3,333,076
2,053,292
(1,634,306)
(522,183)
3,229,879
At September 30, 2020, the Company had approximately $81 million of total unrecognized compensation cost related to non-vested restricted stock arrangements
granted for continuing operations which is expected to be recognized over a weighted-average period of 2.1 years.
79
Performance Share Awards
Performance-based share unit ("PSU") awards are generally contingent on the achievement of predetermined 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 is 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 using 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 2020, the expected
volatility is based on the historical volatility of the Company's stock over the most recent three-year period as of the grant date. For fiscal 2019 and 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.
Risk-free interest rate
Expected volatility of the Company’s stock
2020
1.60%
21.80%
Year Ended September 30,
2019
2.76%
22.90%
2018
1.92%
21.70%
A summary of the status of the Company’s non-vested PSUs at September 30, 2020, and changes for the fiscal year then ended, is presented below:
Non-vested, September 30, 2019
Granted
Vested
Forfeited
Non-vested, September 30, 2020
Weighted
Average
Price
Shares/Units
Subject to
PSU
$
$
39.82
42.48
44.98
38.87
39.06
1,825,519
476,939
(515,975)
(168,539)
1,617,944
At September 30, 2020, the Company had approximately $25 million of total unrecognized compensation cost related to non-vested performance-based share unit
awards granted for continuing operations which is expected to be recognized over a weighted-average period of 1.8 years.
13. EARNINGS PER SHARE
The Company presents both basic and diluted 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 include unamortized
compensation cost.
80
The following table reconciles the numerators and denominators used to calculate basic and diluted earnings per share (in millions):
Income Available to Ordinary Shareholders
Income from continuing operations
Income from discontinued operations
Basic and diluted income available to shareholders
Weighted Average Shares Outstanding
Basic weighted average shares outstanding
Effect of dilutive securities:
Stock options, unvested restricted stock and unvested
performance share awards
Diluted weighted average shares outstanding
Antidilutive Securities
Options to purchase shares
14. EQUITY AND NONCONTROLLING INTERESTS
Dividends
2020
Year Ended September 30,
2019
2018
$
$
631 $
—
631 $
1,100 $
4,574
5,674 $
751.0
2.6
753.6
1.4
870.2
4.1
874.3
1.4
1,175
987
2,162
925.7
6.0
931.7
1.5
The authority to declare and pay dividends is vested in the Board of Directors. The timing, declaration and payment of future dividends to holders of the
Company's ordinary shares is determined by the Company's Board of Directors and depends upon many factors, including the Company's financial condition and
results of operations, the capital requirements of the Company's businesses, industry practice and any other relevant factors.
Under Irish law, dividends may only be paid (and share repurchases and redemptions must generally be funded) out of "distributable reserves." The creation of
distributable reserves was accomplished by way of a capital reduction, which the Irish High Court approved on December 18, 2014 and as acquired in conjunction
with the Merger.
Share Repurchase Program
In March 2019, the Company's Board of Directors approved an $8.5 billion increase to its existing 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. As of September 30, 2020, approximately $2.4 billion remains
available under the share repurchase program.
During fiscal year 2020, the Company repurchased and retired approximately $2,204 million of its ordinary shares. During fiscal year 2019, the Company
repurchased approximately $5,983 million of its ordinary shares, of which $4,035 million of its ordinary shares were purchased through a publicly announced
"modified Dutch auction" tender offer and immediately retired, and $1,948 million of its ordinary shares were purchased on an open market and retired in the
fourth quarter of fiscal 2019. During fiscal year 2018, the Company repurchased approximately $300 million of its ordinary shares.
81
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):
At September 30, 2017
Total comprehensive income (loss):
Net income
Foreign currency translation adjustments
Realized and unrealized losses on derivatives
Realized and unrealized gains on marketable securities
Other comprehensive loss
Comprehensive income
Other changes in equity:
Cash dividends - ordinary shares ($1.04 per share)
Dividends attributable to noncontrolling interests
Repurchases of ordinary shares
Change in noncontrolling interest share
Adoption of ASU 2016-09
Reclassification from redeemable noncontrolling interest
Other, including options exercised
At September 30, 2018
Total comprehensive income (loss):
Net income
Foreign currency translation adjustments
Realized and unrealized gains (losses) on derivatives
Pension and postretirement plans
Other comprehensive loss
Comprehensive income
Other changes in equity:
Cash dividends - ordinary shares ($1.04 per share)
Dividends attributable to noncontrolling interests
Repurchases and retirements of ordinary shares
Divestiture of Power Solutions
Adoption of ASC 606
Adoption of ASU 2016-16
Other, including options exercised
At September 30, 2019
Total comprehensive income:
Net income
Foreign currency translation adjustments
Realized and unrealized gains on derivatives
Pension and postretirement plans
Other comprehensive income
Comprehensive income
Other changes in equity:
Cash dividends - ordinary shares ($1.04 per share)
Dividends attributable to noncontrolling interests
Repurchases and retirements of ordinary shares
Change in noncontrolling interest share
Adoption of ASC 842
Other, including options exercised
At September 30, 2020
Equity Attributable to
Johnson Controls
International plc
Equity Attributable to
Noncontrolling Interests
Total Equity
$
20,447
$
920
$
21,367
2,162
(458)
(19)
4
(473)
1,689
(968)
—
(300)
—
179
—
117
21,164
5,674
(325)
7
(6)
(324)
5,350
(887)
—
(5,983)
483
(45)
(546)
230
19,766
631
7
4
8
19
650
(780)
—
(2,204)
(83)
(5)
103
17,447
$
186
(22)
(1)
—
(23)
163
—
(43)
—
23
—
231
—
1,294
213
(17)
(1)
—
(18)
195
—
(132)
—
(295)
—
—
1
1,063
164
18
4
—
22
186
—
(114)
—
(49)
—
—
1,086
$
2,348
(480)
(20)
4
(496)
1,852
(968)
(43)
(300)
23
179
231
117
22,458
5,887
(342)
6
(6)
(342)
5,545
(887)
(132)
(5,983)
188
(45)
(546)
231
20,829
795
25
8
8
41
836
(780)
(114)
(2,204)
(132)
(5)
103
18,533
$
82
The Company adopted ASC 606, "Revenue from Contracts with Customers" effective October 1, 2018. 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.
The Company adopted ASU 2016-16, "Accounting for Income Taxes: Intra-Entity Asset Transfers of Assets Other Than Inventory" effective October 1, 2018. 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.
The Company adopted ASU No. 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting"
effective October 1, 2017. 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 vesting on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as
of October 1, 2017.
The Company consolidates certain subsidiaries in which the noncontrolling interest party has within their 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. As of September 30, 2020 and 2019, 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 schedules present changes in the redeemable noncontrolling interests (in millions):
Year Ended September
30, 2018
Beginning balance, September 30
Net income
Foreign currency translation adjustments
Realized and unrealized losses on derivatives
Dividends
Reclassification to noncontrolling interest
Ending balance, September 30
211
35
(3)
(9)
(3)
(231)
—
$
$
83
The following schedules present changes in AOCI attributable to Johnson Controls (in millions, net of tax):
Foreign currency translation adjustments
Balance at beginning of period
Divestiture of Power Solutions
Aggregate adjustment for the period (net of tax effect of $1, $0 and $(3))
Balance at end of period
(1)
Realized and unrealized gains (losses) on derivatives
Balance at beginning of period
Divestiture of Power Solutions (net of tax effect of $0, $1 and $0)
Current period changes in fair value (net of tax effect of $1, $(1) and $(4))
Reclassification to income (net of tax effect of $0, $2 and $(5))
Balance at end of period
(2)
Realized and unrealized gains (losses) on marketable securities
Balance at beginning of period
Adoption of ASU 2016-01
Current period changes in fair value (net of tax effect of $0, $0 and $1)
Reclassification to income (net of tax effect of $0, $0 and $(1))
Balance at end of period
(4)
(3)
Pension and postretirement plans
Balance at beginning of period
Reclassification to income (net of tax effect of $(1), $0 and $0)
Other changes (net of tax effect of $4, $0 and $0)
Balance at end of period
2020
Year Ended September 30,
2019
2018
$
(785) $
—
7
(778)
(939) $
479
(325)
(785)
(2)
—
3
1
2
—
—
—
—
—
(8)
(1)
9
—
(13)
4
(1)
8
(2)
8
(8)
—
—
—
(2)
—
(6)
(8)
(481)
—
(458)
(939)
6
—
(8)
(11)
(13)
4
—
5
(1)
8
(2)
—
—
(2)
Accumulated other comprehensive loss, end of period
$
(776) $
(795) $
(946)
(1) During fiscal 2018, $12 million of cumulative CTA was recognized as part of the divestiture-related gain recognized as part of the divestiture of Scott Safety.
(2) Refer to Note 10, "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.
(3) The Company adopted ASU 2016-01, "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial
Liabilities" effective October 1, 2018 and, as a result, reclassified $8 million of unrealized gains on marketable securities to retained earnings.
(4) During fiscal 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.
84
15. RETIREMENT PLANS
Pension Benefits
The Company has non-contributory defined benefit pension plans covering certain U.S. and non-U.S. employees. The benefits provided are primarily based on
years of service and average compensation or a monthly retirement benefit amount. Certain of the Company’s U.S. pension plans have been amended to prohibit
new participants from entering the plans and no longer accrue benefits. Funding for U.S. pension plans equals or exceeds the minimum requirements of the
Employee Retirement Income Security Act of 1974. Funding for non-U.S. plans observes the local legal and regulatory limits. Also, the Company makes
contributions to union-trusteed pension funds for construction and service personnel.
For pension plans with accumulated benefit obligations ("ABO") that exceed plan assets for continuing and discontinued operations, the projected benefit
obligation ("PBO"), ABO and fair value of plan assets of those plans were $5,598 million, $5,539 million and $4,528 million, respectively, as of September 30,
2020 and $5,450 million, $5,388 million and $4,484 million, respectively, as of September 30, 2019.
In fiscal 2020, total employer contributions to the defined benefit pension plans were $58 million, none of which were voluntary contributions made by the
Company. The Company expects to contribute approximately $46 million in cash to its defined benefit pension plans in fiscal 2021. Projected benefit payments
from the plans as of September 30, 2020 are estimated as follows (in millions):
2021
2022
2023
2024
2025
2026 - 2030
$
323
301
307
309
309
1,516
Postretirement Benefits
The Company provides certain health care and life insurance benefits for eligible retirees and their dependents primarily in the U.S. and Canada. Most non-U.S.
employees are covered by government sponsored programs, and the cost to the Company is not significant.
Eligibility for coverage is based on meeting certain years of service and retirement age qualifications. These benefits may be subject to deductibles, co-payment
provisions and other limitations, and the Company has reserved the right to modify these benefits.
The health care cost trend assumption does not have a significant effect on the amounts reported.
In fiscal 2020, total employer contributions to the postretirement plans were $3 million. The Company expects to contribute approximately $3 million in cash to its
postretirement plans in fiscal 2021 for continuing operations. Projected benefit payments from the plans as of September 30, 2020 are estimated as follows (in
millions):
2021
2022
2023
2024
2025
2026 - 2030
$
13
12
12
12
11
45
The Medicare Prescription Drug, Improvement and Modernization Act of 2003 ("Act") includes a prescription drug benefit under Medicare as well as a federal
subsidy to sponsors of retiree health care benefit plans providing a benefit that is at least actuarially equivalent to Medicare Part D.1. Under the Act, the Medicare
subsidy amount is received directly by the plan sponsor and not the related plan. Further, the plan sponsor is not required to use the subsidy amount to fund
postretirement benefits and may use the subsidy for any valid business purpose. Projected subsidy receipts are estimated to be less than $1 million per year over the
next ten years.
85
Defined Contribution Plans
The Company sponsors various defined contribution savings plans that allow employees to contribute a portion of their pre-tax and/or after-tax income in
accordance with plan specified guidelines. Under specified conditions, the Company will contribute to certain savings plans based on predetermined percentages of
compensation earned by the employee and/or will match a percentage of the employee contributions up to certain limits. The Company temporarily suspended
contributions in fiscal 2020 in response to the COVID-19 pandemic. Defined contribution plan contributions charged to expense for continuing and discontinued
operations amounted to $104 million, $198 million and $205 million for the fiscal years ended 2020, 2019 and 2018, respectively.
Multiemployer Benefit Plans
The Company contributes to multiemployer benefit plans based on obligations arising from collective bargaining agreements related to certain of its hourly
employees in the U.S. These plans provide retirement benefits to participants based on their service to contributing employers. The benefits are paid from assets
held in trust for that purpose. The trustees typically are responsible for determining the level of benefits to be provided to participants as well as for such matters as
the investment of the assets and the administration of the plans.
The risks of participating in these multiemployer benefit plans are different from single-employer benefit plans in the following aspects:
•
•
•
Assets contributed to the multiemployer benefit plan by one employer may be used to provide benefits to employees of other participating employers.
If a participating employer stops contributing to the multiemployer benefit plan, the unfunded obligations of the plan may be borne by the remaining
participating employers.
If the Company stops participating in some of its multiemployer benefit plans, the Company may be required to pay those plans an amount based on its
allocable share of the underfunded status of the plan, referred to as a withdrawal liability.
The Company participates in approximately 280 multiemployer benefit plans, none of which are individually significant to the Company. The number of
employees covered by the Company’s multiemployer benefit plans has remained consistent over the past three years, and there have been no significant changes
that affect the comparability of fiscal 2020, 2019 and 2018 contributions. The Company recognizes expense for the contractually-required contribution for each
period. The Company contributed $66 million, $69 million and $68 million to multiemployer benefit plans in fiscal 2020, 2019 and 2018, respectively.
Based on the most recent information available, the Company believes that the present value of actuarial accrued liabilities in certain of these multiemployer
benefit plans may exceed the value of the assets held in trust to pay benefits. Currently, the Company is not aware of any significant multiemployer benefits plans
for which it is probable or reasonably possible that the Company will be obligated to make up any shortfall in funds. Moreover, if the Company were to exit certain
markets or otherwise cease making contributions to these funds, the Company could trigger a withdrawal liability. Currently, the Company is not aware of any
multiemployer benefit plans for which it is probable or reasonably possible that the Company will have a significant withdrawal liability. Any accrual for a
shortfall or withdrawal liability will be recorded when it is probable that a liability exists and it can be reasonably estimated.
Plan Assets
The Company’s investment policies employ an approach whereby a mix of equities, fixed income and alternative investments are used to maximize the long-term
return of plan assets for a prudent level of risk. The investment portfolio primarily contains a diversified blend of equity and fixed income investments. Equity
investments are diversified across U.S. and non-U.S. stocks, as well as growth, value and small to large capitalizations. Fixed income investments include
corporate and government issues, with short-, mid- and long-term maturities, with a focus on investment grade when purchased and a target duration close to that
of the plan liability. Investment and market risks are measured and monitored on an ongoing basis through regular investment portfolio reviews, annual liability
measurements and periodic asset/liability studies. The majority of the real estate component of the portfolio is invested in a diversified portfolio of high-quality,
operating properties with cash yields greater than the targeted appreciation. Investments in other alternative asset classes, including hedge funds and commodities,
diversify the expected investment returns relative to the equity and fixed income investments. As a result of the Company's diversification strategies, there are no
significant concentrations of risk within the portfolio of investments.
86
The Company’s actual asset allocations are in line with target allocations. The Company rebalances asset allocations as appropriate, in order to stay within a range
of allocation for each asset category.
The expected return on plan assets is based on the Company’s expectation of the long-term average rate of return of the capital markets in which the plans invest.
The average market returns are adjusted, where appropriate, for active asset management returns. The expected return reflects the investment policy target asset
mix and considers the historical returns earned for each asset category.
87
The Company’s plan assets at September 30, 2020 and 2019, by asset category, are as follows (in millions):
Asset Category
U.S. Pension
Cash and Cash Equivalents
Equity Securities
Large-Cap
Small-Cap
International - Developed
International - Emerging
Fixed Income Securities
Government
Corporate/Other
Total Investments in the Fair Value Hierarchy
Investments Measured at Net Asset Value, as Practical Expedient:
Real Estate Investments Measured at Net Asset Value*
Due to Broker
Total Plan Assets
Non-U.S. Pension
Cash and Cash Equivalents
Equity Securities
Large-Cap
International - Developed
International - Emerging
Fixed Income Securities
Government
Corporate/Other
Hedge Fund
Real Estate
Total Investments in the Fair Value Hierarchy
Investments Measured at Net Asset Value, as Practical Expedient:
Real Estate Investments Measured at Net Asset Value*
Total Plan Assets
Postretirement
Cash and Cash Equivalents
Equity Securities
Large-Cap
Small-Cap
International - Developed
International - Emerging
Fixed Income Securities
Government
Corporate/Other
Commodities
Real Estate
Total Plan Assets
Fair Value Measurements Using:
Quoted Prices
in Active
Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total as of September
30, 2020
$
36
$
—
$
36
$
$
$
$
$
198
255
220
33
159
1,386
—
—
—
—
223
—
2,251
$
259
$
198
255
220
33
382
1,386
2,510
$
276
(80)
2,706
178
$
178
$
—
$
357
226
4
704
652
49
27
23
52
—
64
321
—
27
334
174
4
640
331
49
—
2,197
$
665
$
1,532
$
16
2,213
5
$
5
$
—
$
23
7
16
10
19
53
12
8
—
—
—
—
—
—
—
—
23
7
16
10
19
53
12
8
$
153
$
5
$
148
$
88
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Asset Category
U.S. Pension
Cash and Cash Equivalents
Equity Securities
Large-Cap
Small-Cap
International - Developed
International - Emerging
Fixed Income Securities
Government
Corporate/Other
Real Estate
Fair Value Measurements Using:
Quoted Prices
in Active
Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total as of September
30, 2019
$
55
$
24
$
31
$
276
232
266
52
332
1,266
55
276
232
233
42
47
1,266
55
—
—
33
10
285
—
—
Total Investments in the Fair Value Hierarchy
2,534
$
2,175
$
359
$
Investments Measured at Net Asset Value, as Practical Expedient:
Real Estate Investments Measured at Net Asset Value*
Total Plan Assets
Non-U.S. Pension
Cash and Cash Equivalents
Large-Cap
International - Developed
International - Emerging
Fixed Income Securities
Government
Corporate/Other
Hedge Fund
Real Estate
Total Investments in the Fair Value Hierarchy
Investments Measured at Net Asset Value, as Practical Expedient:
Real Estate Investments Measured at Net Asset Value*
Total Plan Assets
Postretirement
Cash and Cash Equivalents
Equity Securities
Large-Cap
Small-Cap
International - Developed
International - Emerging
Fixed Income Securities
Government
Corporate/Other
Commodities
Real Estate
Total Plan Assets
$
$
$
$
202
2,736
174
$
174
$
—
$
214
289
12
778
517
69
31
23
54
1
69
289
—
31
191
235
11
709
228
69
—
2,084
$
641
$
1,443
$
14
2,098
6
$
6
$
—
$
22
8
19
9
20
55
13
11
—
—
—
—
—
—
—
—
22
8
19
9
20
55
13
11
$
163
$
6
$
157
$
89
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
* The fair value of certain investments in real estate do not have a readily determinable fair value and requires the fund managers to independently arrive at fair
value by calculating net asset value ("NAV") per share. In order to calculate NAV per share, the fund managers value the real estate investments using any one, or
a combination of, the following methods: independent third party appraisals, discounted cash flow analysis of net cash flows projected to be generated by the
investment and recent sales of comparable investments. Assumptions used to revalue the properties are updated every quarter. Due to the fact that the fund
managers calculate NAV per share, the Company utilizes a practical expedient for measuring the fair value of its real-estate investments, as provided for under
ASC 820, "Fair Value Measurement." In applying the practical expedient, the Company is not required to further adjust the NAV provided by the fund manager in
order to determine the fair value of its investment as the NAV per share is calculated in a manner consistent with the measurement principles of ASC 946,
"Financial Services - Investment Companies," and as of the Company's measurement date. The Company believes this is an appropriate methodology to obtain the
fair value of these assets. For the component of the real estate portfolio under development, the investments are carried at cost until they are completed and valued
by a third party appraiser. In accordance with ASU No. 2015-07, "Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its
Equivalent)," investments for which fair value is measured using the net asset value per share practical expedient should be disclosed separate from the fair value
hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of total plan assets to the amounts presented in the notes to
consolidated financial statements.
The following is a description of the valuation methodologies used for assets measured at fair value. Certain assets are held within commingled funds which are
valued at the unitized NAV or percentage of the net asset value as determined by the manager of the fund. These values are based on the fair value of the
underlying net assets owned by the fund.
Cash and Cash Equivalents: The fair value of cash is valued at cost.
Equity Securities: The fair value of equity securities is determined by direct quoted market prices. The underlying holdings are direct quoted market prices on
regulated financial exchanges.
Fixed Income Securities: The fair value of fixed income securities is determined by direct or indirect quoted market prices. If indirect quoted market prices are
utilized, the value of assets held in separate accounts is not published, but the investment managers report daily the underlying holdings. The underlying holdings
are direct quoted market prices on regulated financial exchanges.
Commodities: The fair value of the commodities is determined by quoted market prices of the underlying holdings on regulated financial exchanges.
Hedge Funds: The fair value of hedge funds is accounted for by the custodian. The custodian obtains valuations from underlying managers based on market quotes
for the most liquid assets and alternative methods for assets that do not have sufficient trading activity to derive prices. The Company and custodian review the
methods used by the underlying managers to value the assets. The Company believes this is an appropriate methodology to obtain the fair value of these assets.
Real Estate: The fair value of real estate is determined by quoted market prices of the underlying Real Estate Investment Trusts
("REITs"), which are securities traded on an open exchange.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore,
while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions
to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
There were no Level 3 assets as of September 30, 2020 or 2019 or any Level 3 asset activity during fiscal 2020 or 2019.
90
Funded Status
The table that follows contains the ABO and reconciliations of the changes in the PBO, the changes in plan assets and the funded status (in millions):
September 30,
2020
2019
2020
2019
2020
2019
Pension Benefits
U.S. Plans
Non-U.S. Plans
Postretirement
Benefits
Accumulated Benefit Obligation
Change in Projected Benefit Obligation
Projected benefit obligation at beginning of year
Service cost
Interest cost
Plan participant contributions
Power Solutions divestiture
Other divestitures
Actuarial (gain) loss
Amendments made during the year
Benefits and settlements paid
Estimated subsidy received
Curtailment
Other
Currency translation adjustment
Projected benefit obligation at end of year
Change in Plan Assets
Fair value of plan assets at beginning of year
Actual return on plan assets
Power Solutions divestiture
Other divestitures
Employer and employee contributions
Benefits paid
Settlement payments
Other
Currency translation adjustment
Fair value of plan assets at end of year
Funded status
Amounts recognized in the statement of financial position consist of:
Prepaid benefit cost
Accrued benefit liability
Net amount recognized
Weighted Average Assumptions (1)
Discount rate (2)
Rate of compensation increase
$
$
$
$
$
$
$
$
3,217
3,115
—
67
—
—
—
298
—
(263)
—
—
—
—
3,217
2,736
228
—
—
5
(112)
(151)
—
—
2,706
(511)
32
(543)
(511)
$
$
$
$
$
$
$
$
3,115
3,191
8
108
—
(390)
—
441
—
(243)
—
—
—
—
3,115
3,046
266
(371)
—
38
(136)
(107)
—
—
2,736
(379)
30
(409)
(379)
$
$
$
$
$
$
$
$
2,627
2,652
25
36
3
—
(2)
7
—
(109)
—
(8)
4
118
2,726
2,098
75
—
—
56
(73)
(36)
—
93
2,213
(513)
29
(542)
(513)
$
$
$
$
$
$
$
$
2,549
2,542
22
54
2
(86)
(8)
337
26
(126)
—
—
(2)
(109)
2,652
2,117
203
(45)
(4)
50
(76)
(50)
(2)
(95)
2,098
(554)
25
(579)
(554)
$
$
$
$
$
$
$
$
—
174
1
4
4
—
—
(3)
(13)
(21)
1
—
—
(1)
146
163
4
—
—
7
(21)
—
—
—
153
7
78
(71)
7
$
$
$
$
$
$
$
$
—
196
1
6
6
(9)
—
15
(19)
(23)
1
—
—
—
174
174
7
(4)
—
9
(23)
—
—
—
163
(11)
66
(77)
(11)
2.25 %
N/A
2.95 %
N/A
1.35 %
2.75 %
1.50 %
2.80 %
1.90 %
N/A
2.65 %
N/A
(1) Plan assets and obligations are determined based on a September 30 measurement date at September 30, 2020 and 2019.
91
(2) The Company considers the expected benefit payments on a plan-by-plan basis when setting assumed discount rates. As a result, the Company uses different
discount rates for each plan depending on the plan jurisdiction, the demographics of participants and the expected timing of benefit payments. For the
U.S. pension and postretirement plans, the Company uses a discount rate provided by an independent third party calculated based on an appropriate mix
of high quality bonds. For the non-U.S. pension and postretirement plans, the Company consistently uses the relevant country specific benchmark indices
for determining the various discount rates. The Company has elected to utilize a full yield curve approach in the estimation of service and interest
components of net periodic benefit cost (credit) for pension and other postretirement for plans that utilize a yield curve approach. The full yield curve
approach applies the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows.
Accumulated Other Comprehensive Income
The amounts in AOCI in the consolidated statements of financial position, exclusive of tax impacts, that have not yet been recognized as components of net
periodic benefit cost (credit) at September 30, 2020 and 2019 related to pension and postretirement benefits are $(5) million and $6 million, respectively.
The amounts in AOCI expected to be recognized as components of net periodic benefit cost (credit) over the next fiscal year related to pension and postretirement
benefits are not significant.
Net Periodic Benefit Cost
The table that follows contains the components of net periodic benefit costs, which are primarily recorded in selling, general and administrative expenses in the
consolidated statements of income (in millions):
Year ended September 30,
Components of Net Periodic
Benefit Cost (Credit):
Service cost
Interest cost
Expected return on plan assets
Net actuarial (gain) loss
Amortization of prior service cost
(credit)
Curtailment gain
Settlement loss
Net periodic benefit cost (credit)
Net periodic benefit cost related to
discontinued operations
Net periodic benefit cost (credit)
included in continuing operations
Expense Assumptions:
Discount rate
Expected return on plan assets
Rate of compensation increase
Pension Benefits
2020
U.S. Plans
2019
2018
2020
Non-U.S. Plans
2019
2018
Postretirement Benefits
2019
2018
2020
$
$
—
67
(180)
244
—
—
6
137
—
$
8
108
(199)
361
—
—
13
291
(2)
$
15
105
(229)
7
—
—
—
(102)
(5)
$
25
36
(111)
43
1
(8)
—
(14)
—
$
22
54
(105)
236
—
—
4
211
—
$
23
57
(114)
(22)
—
(2)
—
(58)
(7)
$
1
4
(9)
2
(3)
—
—
(5)
—
$
1
6
(9)
17
—
—
—
15
—
$
137
$
289
$
(107)
$
(14)
$
211
$
(65)
$
(5)
$
15
$
2
7
(10)
5
—
—
—
4
(2)
2
2.95 %
6.90 %
N/A
4.10 %
7.10 %
3.50 %
3.80 %
7.50 %
3.20 %
1.50 %
5.20 %
2.80 %
2.45 %
5.20 %
2.95 %
2.40 %
5.35 %
2.90 %
2.65 %
5.70 %
N/A
3.80 %
5.65 %
N/A
3.70 %
5.65 %
N/A
92
16. 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 has
committed to various restructuring plans in its Building Technologies & Solutions business and its corporate operations. Restructuring plans generally result in
charges for workforce reductions, plant closures and asset impairments which are reported as restructuring and impairment costs in the Company’s consolidated
statements of income. The Company expects the restructuring actions to reduce cost of sales and SG&A due to reduced employee-related costs, depreciation and
amortization expense.
In fiscal 2020, the Company committed to a significant restructuring plan ("2020 Plan") and recorded $297 million of restructuring and impairment costs in the
consolidated statements of income. This is the total amount incurred to date and the total amount expected to be incurred for this restructuring plan. Of the
restructuring and impairment costs recorded, $136 million related to the Global Products segment, $64 million related to the Building Solutions North America
segment, $49 million related to the Building Solutions Asia Pacific segment, $43 million related to the Building Solutions EMEA/LA segment and $5 million
related to Corporate. The restructuring actions are expected to be substantially complete in fiscal 2021.
The following table summarizes the changes in the Company’s 2020 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
Utilized—cash
Utilized—noncash
Currency translation
Balance at September 30, 2020
$
$
196
(92)
—
2
106
$
$
96
—
(96)
—
—
$
$
5 $
(3)
—
—
2 $
297
(95)
(96)
2
108
Also included in restructuring and impairment costs in the consolidated statements of income in fiscal 2020 are goodwill impairment related to the North America
Retail reporting unit of $424 million and indefinite-lived intangible asset impairments of $62 million. Refer to Note 7, "Goodwill and Other Intangible Assets," of
the notes to consolidated financial statements for further information regarding these impairments.
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. 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 were 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.
93
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
Utilized—cash
Utilized—noncash
Balance at September 30, 2018
Utilized—cash
Transfer to liabilities held for sale
Currency translation
Balance at September 30, 2019
Utilized—cash
Adoption of ASC 842 (1)
Currency translation
Balance at September 30, 2020
$
$
$
$
209
(45)
—
164
(61)
(4)
(1)
98
(69)
—
1
30
$
$
$
$
42
—
(42)
—
—
—
—
—
—
—
—
—
$
$
$
$
12 $
(2)
—
10 $
(6)
—
—
4 $
—
(4)
—
— $
263
(47)
(42)
174
(67)
(4)
(1)
102
(69)
(4)
1
30
(1) Represents liability for facility closings recorded as an offset to right-of-use asset upon adoption of ASC 842.
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. 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 were substantially complete in fiscal 2020.
Additionally, the Company recorded $20 million of restructuring and impairment costs related to Power Solutions in fiscal 2017. This is reported within
discontinued operations.
94
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):
Original Reserve
Utilized—cash
Utilized—noncash
Adjustment to restructuring reserves
Balance at September 30, 2017
Utilized—cash
Currency translation
Balance at September 30, 2018
Utilized—cash
Transfer to liabilities held for sale
Currency translation
Balance at September 30, 2019
Utilized—cash
Adoption of ASC 842 (1)
Balance at September 30, 2020
Employee
Severance and
Termination Benefits
Long-Lived Asset
Impairments
Other
Total
$
$
$
$
$
276
(75)
—
25
226
(152)
(1)
73
(11)
(3)
(3)
56
(50)
—
6
$
$
$
$
$
77
—
(77)
—
—
—
—
—
—
—
—
—
—
—
—
$
$
$
$
$
14 $
—
(1)
—
13 $
(6)
—
7 $
(2)
—
—
5 $
—
(5)
— $
367
(75)
(78)
25
239
(158)
(1)
80
(13)
(3)
(3)
61
(50)
(5)
6
(1) Represents liability for facility closings recorded as an offset to right-of-use asset upon adoption of ASC 842.
The Company's fiscal 2020, 2018 and 2017 restructuring plans included workforce reductions of approximately 16,400 employees. 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 September 30, 2020, approximately 12,700 of the employees have been separated from the Company pursuant to the
restructuring plans. In addition, the restructuring plans included nine plant closures. As of September 30, 2020, eight of the nine 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.
17. IMPAIRMENT OF LONG-LIVED ASSETS
In fiscal 2020, the Company concluded it had triggering events requiring assessment of impairment for certain of its long-lived assets caused by the economic
impacts of the COVID-19 pandemic on the North America Retail asset group. The Company performed a quantitative impairment analysis and determined there
was no impairment of long-lived assets as of September 30, 2020.
In fiscal 2020, 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 2020. As a result, the Company reviewed the long-lived assets for impairment and recorded $81 million of asset
impairment charges within restructuring and impairment costs in the consolidated statements of income. Of these impairment charges, $42 million related to the
Global Products segment, $24 million related to the Building Solutions Asia Pacific segment and $15 million related to the Building Solutions North America
segment. The impairments were primarily 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."
95
In fiscal 2019 and again in 2020, 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 impairment charges
of $250 million, including $15 million in fiscal 2020 and $235 million in fiscal 2019, within restructuring and impairment costs in the consolidated statements of
income 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 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 $36 million of asset
impairment charges within restructuring and impairment costs in the consolidated statements of income. Of the total impairment charges, $31 million related to the
Global Products segment and $5 million related to Corporate assets. In addition, the Company recorded $6 million of asset impairments within discontinued
operations related to the Power Solutions segment in fiscal 2018.
Refer to Note 16, "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."
During September 30, 2020, 2019 and 2018, the Company concluded it did not have any other triggering events requiring assessment of impairment of its long-
lived assets. Refer to Note 1, "Summary of Significant Accounting Policies," and Note 7, "Goodwill and Other Intangible Assets," of the notes to consolidated
financial statements for discussion of the Company’s goodwill impairment testing.
18. INCOME TAXES
The more significant components of the Company’s income tax provision from continuing operations are as follows (in millions):
Tax expense at Ireland statutory rate
U.S. state income tax, net of federal benefit
Income subject to the U.S. federal tax rate
Income subject to rates different than the statutory rate
Reserve and valuation allowance adjustments
Impact of acquisitions and divestitures
U.S. Tax Reform discrete items
Restructuring and impairment costs
Income tax provision (benefit)
2020
Year Ended September 30,
2019
2018
113 $
8
(92)
99
(70)
—
—
50
108 $
132 $
15
(110)
38
(284)
—
—
(24)
(233) $
193
15
39
(201)
31
16
108
(4)
197
$
$
The statutory tax rate in Ireland of 12.5% is being used as a comparison since the Company is domiciled in Ireland.
For fiscal 2020, the effective tax rate for continuing operations was 12% and was lower than the statutory tax rate primarily due to tax audit reserve adjustments,
the income tax effects of mark-to-market adjustments, valuation allowance adjustments and the benefits of continuing global tax planning initiatives, partially
offset by a discrete tax charge related to the remeasurement of deferred tax assets and liabilities as a result of Swiss tax reform, the tax impact of an impairment
charge and tax rate differentials.
For fiscal 2019, the effective rate for continuing operations was below the statutory rate primarily due to tax audit reserve adjustments, the income tax effects of
mark-to-market adjustments, a tax indemnification reserve release, the tax benefits of an asset held for sale impairment charge and continuing global tax planning
initiatives, partially offset by valuation allowance
96
adjustments as a result of tax law changes, a discrete tax charge related to newly enacted regulations related to U.S. Tax Reform and tax rate differentials.
For fiscal 2018, the effective rate for continuing operations was above the statutory rate primarily due to the discrete net impacts of U.S. Tax Reform, the final
income tax effects of the completed divestiture of the Scott Safety business, and valuation allowance adjustments, partially offset by tax audit closures, tax benefits
due to changes in entity tax status, the benefits of continuing global tax planning initiatives and tax rate differentials.
Valuation Allowances
The Company reviews the realizability of its deferred tax asset valuation allowances 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 fourth quarter of fiscal 2020, the Company performed an analysis related to the realizability of its worldwide deferred tax assets. As a result, and after
considering feasible tax planning initiatives and other positive and negative evidence, the Company determined that it was more likely than not that certain
deferred tax assets primarily within the U.S. would not be realized, and it is more likely than not that certain deferred tax assets of Canada would be realized. The
valuation allowance adjustments resulted in a $26 million net benefit to income tax expense in the three month period ended September 30, 2020.
In the fourth quarter of fiscal 2019, the Company performed an analysis related to the realizability of its worldwide deferred tax assets. As a result, and after
considering feasible tax planning initiatives and other positive and negative evidence, the Company determined that it was more likely than not that certain
deferred tax assets primarily within the U.S., Belgium, Japan and the United Kingdom would not be realized, and it is more likely than not that certain deferred tax
assets of the U.S. and France will be realized. The valuation allowance adjustments resulted in an immaterial net impact to income tax expense for the three-month
period ended September 30, 2019.
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 fourth quarter of fiscal 2018, the Company performed an analysis related to the realizability of its worldwide deferred tax assets. As a result, and after
considering feasible tax planning initiatives and other positive and negative evidence, the Company determined that it was more likely than not that certain
deferred tax assets primarily within Germany would not be realized. Therefore, the Company recorded $56 million of valuation allowances as income tax expense
in the three-month period ended September 30, 2018.
Uncertain Tax Positions
The Company is subject to income taxes in the U.S. and numerous foreign jurisdictions. Judgment is required in determining its worldwide provision for income
taxes and recording the related assets and liabilities. In the ordinary course of the Company’s business, there are many transactions and calculations where the
ultimate tax determination is uncertain. The Company is regularly under audit by tax authorities.
At September 30, 2020, the Company had gross tax effected unrecognized tax benefits for continuing operations of $2,528 million of which $2,132 million, if
recognized, would impact the effective tax rate. Total net accrued interest at September 30, 2020 was approximately $205 million (net of tax benefit).
At September 30, 2019, the Company had gross tax effected unrecognized tax benefits for continuing operations of $2,451 million of which $2,121 million, if
recognized, would impact the effective tax rate. Total net accrued interest at September 30, 2019 was approximately $181 million (net of tax benefit).
At September 30, 2018, the Company had gross tax effected unrecognized tax benefits for continuing operations 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).
97
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):
Beginning balance, October 1
Additions for tax positions related to the current year
Additions for tax positions of prior years
Reductions for tax positions of prior years
Settlements with taxing authorities
Statute closings and audit resolutions
Ending balance, September 30
2020
Year Ended September 30,
2019
2018
$
$
2,451 $
128
129
(27)
(54)
(99)
2,528 $
2,358 $
433
347
(88)
—
(599)
2,451 $
2,161
435
7
(201)
(19)
(25)
2,358
During fiscal 2020, tax audit resolutions resulted in a $44 million net benefit to income tax expense.
During fiscal 2019, the Company settled tax examinations impacting fiscal years 2015 to 2016 and adjusted various tax audit reserves which resulted in a $586
million net benefit to income tax expense in the fourth quarter. In the third quarter of fiscal 2019, the Company recorded a discrete charge related to newly enacted
regulations related to U.S. Tax Reform and a discrete charge related to non-U.S. tax examinations which impacted the Company’s reserves for uncertain tax
positions resulting in a $226 million net charge to income tax expense.
During fiscal 2018, the Company settled tax examinations impacting fiscal years 2010 to fiscal 2012 which resulted in a $25 million net benefit to income tax
expense.
In the U.S., fiscal years 2017 through 2018 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 for continuing operations:
Tax Jurisdiction
Belgium
China
Germany
Luxembourg
Mexico
Taiwan
United Kingdom
Tax Years Covered
2015 - 2019
2019
2007 - 2018
2017 - 2018
2016 - 2017, 2019
2019
2014 - 2015, 2017
It is reasonably possible that certain tax examinations and/or tax litigation will conclude within the next twelve months, which could impact tax expense.
Other Tax Matters
During fiscal 2020, the Company incurred charges for restructuring and impairment costs for continuing operations of $783 million. Refer to Note 7, "Goodwill
and Other Intangible Assets," Note 16, "Significant Restructuring and Impairment Costs," and Note 17, "Impairment of Long-Lived Assets," of the notes to
consolidated financial statements for additional information. These costs generated tax benefits of $48 million, which reflects the Company’s current tax position
in these jurisdictions.
During fiscal 2020, 2019, and 2018, the Company recorded transaction and integration costs for continuing operations of $135 million, $317 million and $226
million, respectively. These costs generated tax benefits of $18 million, $35 million and $27 million, respectively, which reflects the Company’s current tax
position in these jurisdictions.
During fiscal 2020, 2019 and 2018, the Company recorded mark-to-market gains (losses) of $(274) million, $(618) million and $24 million, respectively. These
gains (losses) generated tax expense (benefit) of $(65) million, $(130) million and $1 million, respectively, which reflects the Company’s current tax position in
these jurisdictions.
98
During 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. Also during fiscal 2019, the Company released a $226 million tax indemnification reserve, which was recorded within selling, general and administrative
expenses in the consolidated statements of income. The reserve release generated no income tax expense.
During fiscal 2018, the Company incurred charges for restructuring and impairment costs for continuing operations of $255 million. Refer to Note 16, "Significant
Restructuring and Impairment Costs," of the notes to consolidated financial statements for additional information. These costs generated tax benefits of $36
million, which reflects the Company’s current tax position in these jurisdictions.
In the fourth quarter of fiscal 2018, the Company recorded a tax benefit of $139 million due to changes in entity tax status.
In the first quarter of fiscal 2018, the Company completed the sale of its Scott Safety business to 3M Company. In connection with the sale, the Company recorded
a pre-tax gain of $114 million and income tax expense of $30 million. Refer to Note 2, "Acquisitions and Divestitures," of the notes to consolidated financial
statements for additional information.
Impacts of Tax Legislation and Change in Statutory Tax Rates
On March 27, 2020, in response to the COVID-19 pandemic, the “Coronavirus Aid, Relief and Economic Security Act” (“CARES”) was signed into law by the
President of the United States. The CARES Act includes, among other things, U.S. corporate income tax provisions related to net operating loss carryback periods,
alternative minimum tax credits, modifications to interest deduction limitations and technical corrections on tax depreciation methods for qualified improvement
property. A majority of non-U.S. countries have also introduced various COVID-19 related corporate income tax relief provisions. The Company does not expect
either the U.S. or non-U.S. corporate income tax provisions to have a material effect on its financial statements.
In the first quarter of fiscal 2020, the Company recorded a noncash discrete tax charge of $30 million due to the remeasurement of deferred tax assets and liabilities
related to Switzerland and the canton of Schaffhausen. On September 28, 2018, the Swiss Parliament approved the Federal Act on Tax Reform and AHV Financing
(“TRAF”), which was subsequently approved by the Swiss electorate on May 19, 2019. During the fourth quarter of fiscal 2019, the Swiss Federal Council enacted
TRAF which became effective for the Company on January 1, 2020. The impacts of the federal enactment did not have a material impact to the Company’s
financial statements. TRAF also provides for parameters which enable the Swiss cantons to adjust tax rates and establish new regulations for companies. As of
September 30, 2019, the canton of Schaffhausen had not concluded its public referendum; however, the enactment did occur during the first quarter of fiscal 2020.
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. During 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 fiscal years ended 2020, 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.
99
Continuing Operations
Components of the provision (benefit) for income taxes on continuing operations were as follows (in millions):
Current
U.S. federal
U.S. state
Non-U.S.
Deferred
U.S. federal
U.S. state
Non-U.S.
Income tax provision (benefit)
2020
Year Ended September 30,
2019
2018
$
$
309 $
72
264
645
(382)
(43)
(112)
(537)
(1,025) $
(33)
213
(845)
412
84
116
612
108 $
(233) $
476
26
434
936
(372)
(10)
(357)
(739)
197
Consolidated U.S. income (loss) from continuing operations before income taxes and noncontrolling interests for the fiscal years ended September 30, 2020, 2019
and 2018 was $(385) million, $(259) million and $261 million, respectively. Consolidated non-U.S. income from continuing operations before income taxes and
noncontrolling interests for the fiscal years ended September 30, 2020, 2019 and 2018 was $1,288 million, $1,315 million and $1,285 million, respectively.
Continuing operations income taxes paid (refunded) for the fiscal years ended September 30, 2020, 2019 and 2018 were $(386) million, $377 million and $81
million, respectively. At September 30, 2020 and 2019, the Company recorded within the continuing operations consolidated statements of financial position in
other current assets approximately $252 million and $1,069 million, respectively, of income tax assets. At September 30, 2020 and 2019, the Company recorded
within the continuing operations consolidated statements of financial position in other current liabilities approximately $243 million and $159 million, respectively,
of accrued income tax liabilities.
The Company has not provided U.S. or non-U.S. income taxes on approximately $22.0 billion of outside basis differences of consolidated subsidiaries of Johnson
Controls International plc. The Company is indefinitely reinvested in these basis differences. The reduction of the outside basis differences via the sale or
liquidation of these subsidiaries and/or distributions could create taxable income. The Company's intent is to reduce the outside basis differences only when it
would be tax efficient. Given the numerous ways in which the basis differences may be reduced, it is not practicable to estimate the amount of unrecognized
withholding taxes and deferred tax liability on the outside basis differences.
Deferred taxes were classified in the consolidated statements of financial position as follows (in millions):
Other noncurrent assets
Other noncurrent liabilities
Net deferred tax asset (liability)
September 30,
2020
2019
862 $
(385)
477 $
552
(588)
(36)
$
$
100
Temporary differences and carryforwards which gave rise to deferred tax assets and liabilities included (in millions):
Deferred tax assets
Accrued expenses and reserves
Employee and retiree benefits
Property, plant and equipment
Net operating loss and other credit carryforwards
Research and development
Other, net
Valuation allowances
Deferred tax liabilities
Property, plant and equipment
Subsidiaries, joint ventures and partnerships
Intangible assets
Other, net
September 30,
2020
2019
$
474 $
286
182
6,306
112
99
7,459
(5,518)
1,941
—
730
734
—
1,464
Net deferred tax asset (liability)
$
477 $
437
265
—
5,664
106
—
6,472
(5,068)
1,404
139
499
759
43
1,440
(36)
At September 30, 2020, the Company had available net operating loss carryforwards of approximately $25.0 billion, of which $15.1 billion will expire at various
dates between 2021 and 2040, and the remainder has an indefinite carryforward period. The Company had available U.S. foreign tax credit carryforwards at
September 30, 2020 of $35 million which will expire in 2030. The valuation allowance, generally, is for loss and credit carryforwards for which realization is
uncertain because it is unlikely that the losses and/or credits will be realized given the lack of sustained profitability and/or limited carryforward periods in certain
countries.
19. 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: Building Solutions North America designs, sells, installs, and services HVAC, controls, refrigeration, integrated electronic
security, 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, as well as data-driven “smart building” solutions, to non-residential building and industrial applications
in the North American marketplace.
Building Solutions EMEA/LA: 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, including data-driven “smart building” solutions, to markets in Europe, the
Middle East, Africa and Latin America.
Building Solutions Asia Pacific: 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, including data-driven “smart building” solutions, to the Asia Pacific
marketplace.
Global Products: 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
101
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.
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 in fiscal 2020 and 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 net mark-to-market adjustments related to pension and postretirement plans and
restricted asbestos investments.
Financial information relating to the Company’s reportable segments is as follows (in millions):
Net Sales
Building Solutions North America
Building Solutions EMEA/LA
Building Solutions Asia Pacific
Global Products
Total net sales
Segment EBITA
Building Solutions North America (1)
Building Solutions EMEA/LA (2)
Building Solutions Asia Pacific (3)
Global Products (4)
Total segment EBITA
Amortization of intangible assets
Corporate expenses (5)
Net financing charges
Restructuring and impairment costs
Net mark-to-market adjustments
Income from continuing operations before income taxes
2020
Year Ended September 30,
2019
2018
8,605 $
3,440
2,403
7,869
22,317 $
9,031 $
3,655
2,658
8,624
23,968 $
2020
Year Ended September 30,
2019
2018
1,157 $
338
319
1,134
2,948 $
(386)
(371)
(231)
(783)
(274)
1,153 $
368
341
1,179
3,041 $
(377)
(405)
(350)
(235)
(618)
903 $
1,056 $
8,679
3,696
2,553
8,472
23,400
1,109
344
347
1,338
3,138
(376)
(584)
(401)
(255)
24
1,546
$
$
$
$
$
102
2020
September 30,
2019
2018
15,215 $
4,989
2,720
13,882
36,806
147
3,862
40,815 $
15,562 $
4,786
2,657
13,945
36,950
158
5,179
42,287 $
2020
Year Ended September 30,
2019
2018
233 $
102
24
414
773
49
822
—
822 $
233 $
112
23
396
764
61
825
32
857 $
2020
Year Ended September 30,
2019
2018
93 $
99
36
191
419
24
443
—
443 $
119 $
93
26
310
548
38
586
197
783 $
15,384
4,997
2,743
14,261
37,385
8,203
3,209
48,797
236
110
28
390
764
60
824
261
1,085
114
73
26
307
520
125
645
385
1,030
$
$
$
$
$
$
Assets
Building Solutions North America (6)
Building Solutions EMEA/LA (7)
Building Solutions Asia Pacific (8)
Global Products (9)
Assets held for sale
Unallocated
Total
Depreciation/Amortization
Building Solutions North America
Building Solutions EMEA/LA
Building Solutions Asia Pacific
Global Products
Corporate
Continuing Operations
Discontinued Operations
Total
Capital Expenditures
Building Solutions North America
Building Solutions EMEA/LA
Building Solutions Asia Pacific
Global Products
Corporate
Continuing Operations
Discontinued Operations
Total
(1)
(2)
Building Solutions North America segment EBITA for the years ended September 30, 2020 and 2018 excludes $520 million and $20 million,
respectively, of restructuring and impairment costs. For the year ended September 30, 2020, Building Solutions North America includes $1 million of
equity losses.
Building Solutions EMEA/LA segment EBITA for the years ended September 30, 2020 and 2018 excludes $59 million, and $56 million, respectively, of
restructuring and impairment costs. For the years ended September 30, 2020, 2019 and 2018, Building Solutions EMEA/LA segment EBITA includes $6
million, $12 million and $1 million, respectively, of equity income.
103
(3)
(4)
(5)
(6)
(7)
(8)
(9)
Building Solutions Asia Pacific segment EBITA for the years ended September 30, 2020 and 2018 excludes $56 million and $16 million, respectively, of
restructuring and impairment costs. For the years ended September 30, 2020, 2019 and 2018, Building Solutions Asia Pacific segment EBITA includes
less than $1 million, $1 million and $1 million, respectively, of equity income.
Global Products segment EBITA for the years ended September 30, 2020, 2019 and 2018 excludes $143 million, $235 million and $113 million,
respectively, of restructuring and impairment costs. For the years ended September 30, 2020, 2019 and 2018, Global Products segment EBITA includes
$166 million, $179 million and $175 million, respectively, of equity income.
Corporate expenses for the years ended September 30, 2020 and 2018 excludes $5 million and $50 million, respectively, of restructuring and impairment
costs.
Buildings Solutions North America assets as of September 30, 2020, 2019 and 2018 include $7 million, $8 million and $8 million, respectively, of
investments in partially-owned affiliates.
Building Solutions EMEA/LA assets as of September 30, 2020, 2019 and 2018 include $108 million, $109 million and $99 million, respectively, of
investments in partially-owned affiliates.
Building Solutions Asia Pacific assets as of September 30, 2020, 2019 and 2018 include $2 million and $6 million, and $1 million, respectively, of
investments in partially-owned affiliates.
Global Products assets as of September 30, 2020, 2019 and 2018 include $797 million, $730 million and $740 million, respectively, of investments in
partially-owned affiliates.
In fiscal years 2020, 2019 and 2018 no customer exceeded 10% of consolidated net sales.
Geographic Segments
Financial information relating to the Company’s operations by geographic area is as follows (in millions):
2020
Year Ended September 30,
2019
2018
Net Sales
United States
China
Japan
Germany
United Kingdom
Taiwan
Other foreign
Other European countries
Total
Long-Lived Assets (Year-end)
United States
China
Japan
Germany
United Kingdom
Taiwan
Other foreign
Other European countries
Total
11,007 $
1,206
1,789
583
980
725
4,113
1,914
22,317 $
1,713 $
164
204
22
70
133
567
186
3,059 $
$
$
$
$
104
11,773 $
1,424
1,943
629
1,042
612
4,625
1,920
23,968 $
1,824 $
326
228
20
77
141
568
164
3,348 $
11,306
1,480
1,903
616
1,075
661
4,423
1,936
23,400
1,879
332
209
19
73
154
464
170
3,300
Net sales attributed to geographic locations are based on the location of the assets producing the sales. Long-lived assets by geographic location consist of net
property, plant and equipment.
20. NONCONSOLIDATED PARTIALLY-OWNED AFFILIATES
Investments in the net assets of nonconsolidated partially-owned affiliates are stated in the "Investments in partially-owned affiliates" line in the consolidated
statements of financial position as of September 30, 2020 and 2019. Equity in the net income of nonconsolidated partially-owned affiliates is stated in the "Equity
income" line in the consolidated statements of income for the years ended September 30, 2020, 2019 and 2018.
The following table presents aggregated summarized financial data for the Company’s nonconsolidated partially-owned affiliates which were considered
significant subsidiaries in fiscal 2019 and 2018, but not in fiscal 2020 due to adoption of the SEC Final Rule Release No. 33-10786. The amounts included in the
table below represent 100% of the results of continuing operations of such nonconsolidated partially-owned affiliates accounted for under the equity method.
Summarized balance sheet data as of September 30, 2019 is as follows (in millions):
September 30, 2019
Current assets
Noncurrent assets
Total assets
Current liabilities
Noncurrent liabilities
Noncontrolling interests
Shareholders’ equity
Total liabilities and shareholders’ equity
$
$
$
$
2,941
1,020
3,961
2,135
157
67
1,602
3,961
Summarized income statement data for the years ended September 30, 2019 and 2018 is as follows (in millions):
Net sales
Gross profit
Net income
Income attributable to noncontrolling interests
Net income attributable to the entity
21. GUARANTEES
$
Year Ended September 30,
2019
2018
$
3,882
1,070
411
13
398
3,974
1,049
390
10
380
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.
105
The Company’s product warranty liability for continuing operations is recorded in the consolidated statements of financial position in other current liabilities if the
warranty is less than one year and in other noncurrent liabilities if the warranty extends longer than one year.
The changes in the carrying amount of the Company’s total product warranty liability for continuing operations for the fiscal years ended September 30, 2020 and
2019 were as follows (in millions). Extended warranty for which deferred revenue is recorded is not included in the table below, but rather included within the
contract balances table in the Note 4, "Revenue Recognition," of the notes to consolidated financial statements for all periods presented.
Balance at beginning of period
Accruals for warranties issued during the period
Accruals from acquisitions and divestitures
Accruals related to pre-existing warranties (including changes in estimates)
Settlements made (in cash or in kind) during the period
Currency translation
Balance at end of period
22. COMMITMENTS AND CONTINGENCIES
Environmental Matters
Year Ended
September 30,
2020
2019
$
$
156 $
71
—
9
(71)
2
167 $
197
78
1
(39)
(79)
(2)
156
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 September 30, 2020, reserves for environmental liabilities for continuing operations totaled $130 million, of which $61 million was recorded within other
current liabilities and $69 million was recorded within other noncurrent liabilities in the consolidated statements of financial position. Reserves for environmental
liabilities for continuing operations totaled $159 million at September 30, 2019, of which $52 million was recorded within other current liabilities and $107 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 with WDNR to address these issues insofar as they related to this
migration.
During the third quarter of 2019, the Company increased its environmental reserves, which included $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 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.
On June 21, 2019, the WDNR announced that it had received from the Wisconsin Department of Health Services (“WDHS”) a recommendation for groundwater
quality standards as to, among other compounds, PFOA and PFOS. The WDHS recommended a groundwater enforcement standard for PFOA and PFOS of 20
parts per trillion. On August 22, 2019, the Governor of Wisconsin issued an executive order that, among other things, directed the WDNR to create a PFAS
Coordinating
106
Council and to work with other Wisconsin agencies (including WDHS) to establish final groundwater quality standards based on the WDHS’s prior
recommendation.
In July 2019, the Company received a letter from the WDNR directing the expansion of the evaluation of PFAS in the Marinette region to include (1) biosolids
sludge produced by the City of Marinette Waste Water Treatment Plant and spread on certain fields in the area and (2) the Menominee and Peshtigo Rivers. Tyco
Fire Products voluntarily responded to the WDNR’s letter to request additional necessary information. On October 16, 2019, the WDNR issued a “Notice of
Noncompliance” to Tyco Fire Products and Johnson Controls, Inc. regarding the WDNR’s July 3, 2019 letter. The letter stated that “if you fail to take the actions
required by Wis. Stat. § 292.11 to address this contamination, the DNR will move forward under Wis. Stat. § 292.31 to implement the SI workplan and evaluate
further environmental enforcement actions and cost recovery under Wis. Stat. § 292.31(8).” The WDNR issued a further letter regarding the issue on November 4,
2019. In February 2020, the WDNR sent a letter to Tyco Fire Products and Johnson Controls, Inc. further directing the expansion of the evaluation of PFAS in the
Marinette region to include investigation activities south and west of the previously defined FTC study area. Tyco Fire Products and Johnson Controls, Inc. believe
that they have complied with all applicable environmental laws and regulations. The Company cannot predict what regulatory or enforcement actions, if any, might
result from the WDNR’s actions, or the consequences of any such actions.
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. In addition to ongoing
remediation activities, the Company is also working with the WDNR to investigate the presence of PFAS at or near the Stanton Street Facility as part of the
evaluation of PFAS in the Marinette region.
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
September 30, 2020 and 2019, the Company recorded conditional asset retirement obligations for continuing operations of $29 million and $30 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 September 30, 2020, the Company's estimated asbestos-related net liability recorded on a discounted basis within the Company's consolidated statements of
financial position was $115 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 $483 million, of which $49 million was recorded in other current liabilities and $434 million was recorded in other noncurrent
liabilities. The
107
Company also maintained separate cash, investments and receivables related to insurance recoveries within the consolidated statements of financial position
of $368 million, of which $39 million was recorded in other current assets and $329 million was recorded in other noncurrent assets. Assets included $9 million of
cash and $291 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, 2020 was $68 million.
As of September 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 $141 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 $507 million, of which $50 million was recorded in other current liabilities and $457 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 $366 million, of which $46 million was recorded in other current assets and $320 million was recorded in other noncurrent assets. Assets included $16
million of cash and $273 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, 2019 was $77
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 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 September 30, 2020 and 2019, the insurable liabilities totaled $363 million and $379 million, respectively, of which $83 million
and $99 million was recorded within other current liabilities, $22 million and $22 million was recorded within accrued compensation and benefits, and $258
million and $258 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 September 30, 2020 were $21
million, of which $5 million was recorded within other current assets and $16 million was recorded within other noncurrent assets, respectively. The amount of
such receivables recorded at September 30, 2019 were $23 million, of which $5 million was recorded within other current assets and
108
$18 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 the Company's subsidiaries, Chemguard and Tyco Fire Products, have been named, along with other defendant manufacturers, and, in some cases, certain
subsidiaries of the Company affiliated with Chemguard and Tyco Fire Products, 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 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 binding regulatory
limits, but has stated that it would propose regulatory standards for PFOS and PFOA in drinking water by the end of 2019, in accordance with its PFAS Action
Plan released in February 2019, and issued interim recommendations for addressing PFOA and PFOS in groundwater in December 2019. 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, diminution in property values, investigation
and remediation costs, and natural resources damages, and also seek punitive damages and injunctive relief to address remediation of the alleged contamination.
In September 2018, Tyco Fire Products and Chemguard 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 or are being directly filed in the MDL.
AFFF Putative Class Actions
Chemguard and Tyco Fire Products are named in 30 putative class actions in federal courts originating from Colorado, Delaware, Florida, Massachusetts, New
York, Pennsylvania, Washington, New Hampshire, South Carolina, the District of Columbia, Guam, West Virginia, Michigan and South Dakota. All but one of
these cases has been transferred to the MDL, and it is anticipated that the remaining case will be removed to federal court and transferred following service of the
complaint.
AFFF Individual or Mass Actions
There are approximately 746 individual or “mass” actions pending that were filed in state or federal court in California (5 cases), Colorado (41 cases), New York
(4 cases), Pennsylvania (15 cases), New Mexico (2 cases), Missouri (1 case), Arizona (1 case), and South Carolina (677 cases direct filed from various U.S.
jurisdictions) 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 five plaintiffs in California, approximately 7,000
plaintiffs in Colorado, approximately 126 plaintiffs in New York, 15 plaintiffs in Pennsylvania, two plaintiffs in New Mexico, one plaintiff in Missouri, two
plaintiffs in Arizona, and more than 500 plaintiffs from various states who direct-filed complaints in South Carolina. All but six of these matters have been
transferred to or directly-filed in the MDL, and it is anticipated that the remaining cases will be transferred to the MDL. Many of the additional filed actions were
directly filed in South Carolina by plaintiffs who were among the 660 plaintiffs the Company had previously disclosed to have made filings in Pennsylvania state
court. The Company anticipates that the remainder of the possible individual product liability claims filed in Pennsylvania state court will either soon be filed in
the MDL (and that all such claims in state court will be dismissed accordingly) or will be dismissed in Pennsylvania without a corresponding filing in South
Carolina.
109
AFFF Municipal Cases
Chemguard and Tyco Fire Products are also defendants in 58 cases in federal and state courts involving municipal or water provider plaintiffs in Alaska, Arizona,
California, Colorado, Florida, Massachusetts, New Jersey, New York, Maryland, Ohio, Pennsylvania, Washington, the District of Columbia and several
municipalities or water providers from various states who direct-filed complaints in South Carolina. All but three of these cases have been transferred to or directly
filed in the MDL, and it is anticipated that the remaining cases will be transferred to the MDL. 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 or Air Force bases released PFOS and
PFOA into public water supply wells, allegedly requiring remediation of public property. Since the beginning of fiscal year 2021, two municipal actions have been
filed against the Company.
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 May
2020, the Company was also notified by the Lakewood Water District in Pierce County, Washington that it may assert claims regarding remediation in connection
with PFOA, PFOS, and other PFAS contamination allegedly resulting from the use of those products at Joint Base Lewis-McChord.
State or U.S. Territory 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 transferred 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 suit has been removed to the United States
District Court for the Northern District of New York and transferred to the MDL. In November 2019, the State of New York filed a fourth 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
suit has been removed to federal court and transferred to the MDL.
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.). All three of these suits have been removed to federal court and transferred to the MDL.
In September 2019, the government of Guam filed a lawsuit in the superior court of Guam 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 locations within its jurisdiction. This complaint has
been removed to federal court and transferred to the MDL.
110
In November 2019, the government of the Commonwealth of the Northern Mariana Islands filed a lawsuit in the superior court of the Northern Mariana Islands
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 locations within its jurisdiction. This complaint has been removed to federal court and transferred to the MDL.
In August 2020, Attorney General of the State of Michigan filed two substantially similar lawsuits—one in federal court and one in state court—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 locations within the State. The federal action has been transferred to the MDL, and the state court action has been removed to federal court and tagged for
transfer to the MDL.
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 PFAS (including 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.
Other AFFF Related Matters
In March 2020, the Kalispel Tribe of Indians (a federally recognized Tribe) and two tribal corporations filed a lawsuit in the United States District Court for the
Eastern District of Washington against a number of manufacturers, including affiliates of the Company, and the United States with respect to PFAS contamination
allegedly resulting from the use and disposal of AFFF by the United States Air Force at and around Fairchild Air Force Base in eastern Washington. This case has
been transferred to the MDL.
Other PFAS Related Matters
In April 2020, the Weirton Area Water Board in West Virginia filed a lawsuit in the Circuit Court of Brooke County, West Virginia against a number of PFAS
chemical manufacturers, including Chemguard, with respect to PFAS contamination. This case has been removed to the United States District Court for the
Northern District of West Virginia.
The Company is vigorously defending the above matters and believes that it has meritorious defenses to class certification and the claims asserted, including
statutes of limitations, the government contractor defense, various medical and scientific defenses, and other factual and legal defenses. The government contractor
defense is a form of immunity available to government contractors that produced products for the United States government pursuant to the government’s
specifications. Tyco and Chemguard have insurance that has been in place for many years and the Company is pursuing this coverage for these matters. 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, and there can be no assurance that any such exposure will not be material.
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
related 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 sale of the Company’s
Power Solutions business. The complaint alleged that certain internal Company reorganization transactions were not in compliance with the arrangements relating
to such joint venture.
On August 8, 2019, Bosch entered into an agreement with Purchaser pursuant to which Purchaser would purchase Bosch’s interest in the joint venture.
Simultaneously with this agreement, the Company and Bosch executed an agreement to dismiss the proceedings between the parties upon the completion of
Purchaser’s acquisition of Bosch’s interest. In the first quarter of fiscal
111
2020, following the completion of Purchaser’s acquisition of Bosch’s interest in the joint venture, the Company and Bosch made filings with the German court
terminating the litigation.
Pursuant to the Company’s obligations to Purchaser in connection with the divestiture of the Company’s Power Solutions business, the Company reimbursed
Purchaser a portion of its costs in connection with its acquisition of Bosch’s interests in the joint venture, which was reflected as a cash outflow for discontinued
operations.
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.
23. 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 following table presents net sales to and purchases from related parties for the years ended September 30, 2020, 2019, and 2018 (in millions):
Net sales to related parties
Purchases from related parties
2020
$
Year Ended September 30,
2019
2018
$
194
85
$
217
66
The following table presents receivables from and payables to related parties in the consolidated statements of financial position (in millions):
Receivable from related parties
Payable to related parties
September 30,
2020
2019
$
$
48
11
220
63
34
6
112
JOHNSON CONTROLS INTERNATIONAL PLC AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(In millions)
Year Ended September 30,
2020
2019
2018
Accounts Receivable - Allowance for Doubtful Accounts
Balance at beginning of period
Provision charged to costs and expenses
Accounts charged off, net of recoveries
Acquisition (divestiture) of businesses
Currency translation
Balance at end of period
Deferred Tax Assets - Valuation Allowance
Balance at beginning of period
Allowance provision for new operating and other loss carryforwards
Allowance provision (benefits)
Balance at end of period
$
$
$
$
173 $
20
(21)
—
1
173 $
5,068 $
624
(174)
5,518 $
169 $
37
(21)
(10)
(2)
173 $
5,088 $
195
(215)
5,068 $
172
14
(17)
—
—
169
3,735
1,639
(286)
5,088
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the
Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) as of the end of the period covered by this report. Based on such evaluations, the Company’s Chief Executive Officer and Chief Financial Officer have
concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in recording, processing, summarizing, and reporting,
on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, and that information is
accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosure.
Management’s Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange
Act Rule 13a-15(f). The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the
effectiveness of the Company’s internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, the Company’s management has concluded that, as of
September 30, 2020, the Company’s internal control over financial reporting was effective.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the Company’s consolidated financial statements and the
effectiveness of internal control over financial reporting as of September 30, 2020 as stated in its report which is included in Item 8 of this Form 10-K and is
incorporated by reference herein.
113
Changes in Internal Control Over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2020, that have materially affected,
or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B OTHER INFORMATION
CFO Succession
As previously disclosed in the Company's Current Report on Form 8-K filed on August 18, 2020, Olivier Leonetti will succeed Brian Stief as the Company's Chief
Financial Officer and Principal Financial Officer on the date immediately following the date of the filing of this Annual Report on Form 10-K. Mr. Stief will
remain in the role of Vice Chairman until his retirement.
PART III
In response to Part III, Items 10, 11, 12, 13 and 14, parts of the Company’s definitive proxy statement (to be filed pursuant to Regulation 14A within 120 days after
Registrant’s fiscal year-end of September 30, 2020) for its annual meeting to be held on March 10, 2021, are incorporated by reference in this Form 10-K.
ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information relating to directors and nominees of Johnson Controls is set forth under the caption “Proposal Number One” in Johnson Controls’ proxy
statement for its annual meeting of shareholders to be held on March 10, 2021 (the “Johnson Controls Proxy Statement”) and is incorporated by reference herein.
Information about executive officers is included in Part I, Item 4 of this Annual Report on Form 10-K. The information required by Items 405, 407(c)(3), (d)
(4) and (d)(5) of Regulation S-K is contained under the captions “Governance of the Company - Nomination of Directors and Board Diversity,” “Governance of
the Company - Board Committees”, and “Committees of the Board - Audit Committee” of the Johnson Controls Proxy Statement and such information is
incorporated by reference herein.
Code of Ethics
Johnson Controls has adopted a code of ethics for directors, officers (including the Company’s principal executive officer, principal financial officer and principal
accounting officer) and employees, known as Values First, The Johnson Controls Code of Ethics. The Code of Ethics is available on the Company’s website at
www.valuesfirst.johnsoncontrols.com. The Company posts any amendments to or waivers of its Code of Ethics (to the extent applicable to the Company’s
directors or executive officers) at the same location on the Company’s website. In addition, copies of the Code of Ethics may be obtained in print without charge
upon written request by any stockholder to the office of the Company at One Albert Quay, Cork, Ireland.
ITEM 11 EXECUTIVE COMPENSATION
The information required by Item 402 of Regulation S-K is contained under the captions “Compensation Discussion & Analysis” (excluding the information under
the caption “Compensation Committee Report on Executive Compensation”), “Executive Compensation Tables” and “Compensation of Non-Employee Directors”
of the Johnson Controls Proxy Statement. Such information is incorporated by reference.
The information required by Items 407(e)(4) and (e)(5) of Regulation S-K is contained under the captions “Committees of the Board - Compensation Committee
Interlocks and Insider Participation” and “Compensation Discussion & Analysis - Compensation Committee Report on Executive Compensation” of the Johnson
Controls Proxy Statement. Such information (other than the Compensation Committee Report on Executive Compensation, which shall not be deemed to be
“filed”) is incorporated by reference.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information in the Johnson Controls Proxy Statement set forth under the caption "Security Ownership of Certain Beneficial Owners and Management" is
incorporated herein by reference.
114
The following table provides information about the Company's equity compensation plans as of September 30, 2020:
(a)
(b)
Number of Securities to be Issued
upon Exercise of Outstanding
Options, Warrants and Rights
Weighted-Average Exercise Price
of Outstanding Options, Warrants
and Rights
(c)
Number of Securities Remaining
Available for Future Issuance Under
Equity Compensation Plans
(Excluding Securities Reflected in
Column (a))
Plan Category
Equity compensation plans approved by
shareholders
Equity compensation plans not approved by
shareholders
Total
10,114,905 $
—
10,114,905 $
37.14
—
37.14
26,553,821
—
26,553,821
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information in the Johnson Controls Proxy Statement set forth under the captions “Committees of the Board,” “Governance of the Company - Director
Independence,” and “Governance of the Company - Other Directorships, Conflicts and Related Party Transactions,” is incorporated herein by reference.
ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES
The information in the Johnson Controls Proxy Statement set forth under “Proposal Number Two” related to the appointment of auditors is incorporated herein by
reference.
115
PART IV
ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Form 10-K:
(1) Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Income for the years ended September 30, 2020, 2019 and 2018
Consolidated Statements of Comprehensive Income (Loss) for the years ended September 30, 2020,
2019 and 2018
Consolidated Statements of Financial Position at September 30, 2020 and 2019
Consolidated Statements of Cash Flows for the years ended September 30, 2020, 2019 and 2018
Consolidated Statements of Shareholders’ Equity for the years ended September 30, 2020, 2019 and
2018
Notes to Consolidated Financial Statements
(2) Financial Statement Schedule
For the years ended September 30, 2020, 2019 and 2018:
Schedule II - Valuation and Qualifying Accounts
(3) Exhibits
Reference is made to the separate exhibit index contained on page 117 filed herewith.
Page in
Form 10-K
47
50
51
52
53
54
55
113
All other schedules are omitted because they are not applicable, or the required information is shown in the financial statements or notes thereto.
Financial statements of 50% or less-owned companies have been omitted because the proportionate share of their profit before income taxes and total assets are
individually less than 20% of the respective consolidated amounts, and investments in such companies are less than 20% of consolidated total assets. Refer to Note
20, "Non-Consolidated Partially-Owned Affiliates" of the notes to consolidated financial statements for the summarized financial data for the Company’s
nonconsolidated partially-owned affiliates for fiscal 2019 and 2018. In the fourth quarter of fiscal 2020, the Company early adopted SEC Release No 33 – 10786
which, among other things, modified the significance test required in SEC Regulation S-X, Rule 1-02(w) by changing the income test to use the lower measure of
significance based on income from continuing operations before taxes or revenue. Under the modified income test, none of the Company’s non-consolidated
partially-owned affiliates, either individually or in the aggregate, are considered significant subsidiaries.
ITEM 16 FORM 10-K SUMMARY
Not applicable.
116
Johnson Controls International plc
Index to Exhibits
(a) (1) and (2) Financial Statements and Supplementary Data - See Item 8
(b) Exhibit Index:
Exhibit
Title
2.1
2.2
2.3
3.1
4.1
4.2
4.3
4.4
4.5
4.6
4.7
Separation and Distribution Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient
Limited (incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed September 9, 2016)
Agreement and Plan of Merger by and among Johnson Controls, Inc., Johnson Controls International plc (formerly Tyco International
plc) and Jagara Merger Sub LLC, dated as of January 24, 2016 (incorporated by reference to Exhibit 2.1 to the registrant’s Current
Report on Form 8-K filed January 27, 2016)
Merger Agreement, dated as of May 30, 2014, between Tyco International Ltd., and Johnson Controls International plc (formerly Tyco
International plc) (incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed on June 4, 2014)
Memorandum and Articles of Association of Johnson Controls International plc, as amended by special resolutions dated September 8,
2014, August 17, 2016 and March 7, 2018 (incorporated by reference to Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q
filed on May 3, 2018)
Assumption and Accession Agreement, dated as of November 17, 2014, by Johnson Controls International plc (formerly Tyco
International plc) (incorporated by reference to Exhibit 4.1 to the registrant’s current report on Form 8-K filed on November 17, 2014)
Indenture, dated December 28, 2016, between Johnson Controls International plc and U.S. Bank National Association, as trustee
(incorporated by reference to Exhibit 4.1 to the registrant’s current report on Form 8-K filed on December 28, 2016)
First Supplemental Indenture, dated December 28, 2016, between Johnson Controls International plc, and U.S. Bank National
Association, as trustee, and Elavon Financial Services DAC, UK Branch, as paying agent for the New Euro Notes attaching forms of
2.355% Senior Notes due 2017 (retired; no longer outstanding), 7.125% Senior Notes due 2017 (retired; no longer outstanding), 1.400%
Senior Notes due 2017 (retired, no longer outstanding as of November 2, 2017), 3.750% Notes due 2018 (retired; no longer
outstanding), 5.000% Senior Notes due 2020 (retired; no longer outstanding), 4.25% Senior Notes due 2021, 3.750% Senior Notes due
2021, 3.625% Senior Notes due 2024, 6.000% Notes due 2036, 5.70% Senior Notes due 2041, 5.250% Senior Notes due 2041, 4.625%
Senior Notes due 2044, 6.950% Debentures due December 1, 2045, 4.950% Senior Notes due 2064, 4.625% Notes due 2023, 1.375%
Notes due 2025, 3.900% Notes due 2026, and 5.125% Notes due 2045 (incorporated by reference to Exhibit 4.2 to the registrant’s
current report on Form 8-K filed on December 28, 2016)
Second Supplemental Indenture, dated February 7, 2017, between Johnson Controls International plc and U.S. Bank National
Association, as trustee, attaching form of 4.500% Senior Notes due 2047 (incorporated by reference to Exhibit 4.2 to the registrant’s
Current Report on Form 8-K filed on February 7, 2017)
Third Supplemental Indenture, dated March 15, 2017, among Johnson Controls International plc, U.S. Bank National Association, as
trustee and Elavon Financial Services DAC, UK Branch, as paying agent, attaching form of 1.000% Senior Notes due 2023
(incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on March 15, 2017)
Fifth Supplemental Indenture, dated September 11, 2020, among Johnson Controls International plc, Tyco Fire & Security Finance
S.C.A. and U.S. Bank National Association, as trustee, attaching form of the 1.750% Senior Notes due 2030 (incorporated by reference
to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on September 11, 2020).
Sixth Supplemental Indenture, dated September 15, 2020, among Johnson Controls International plc, Tyco Fire & Security Finance
S.C.A., U.S. Bank National Association, as trustee, and Elavon Financial Services DAC, as paying agent, attaching forms of the 0.375%
Senior Notes due 2027 and the 1.000% Senior Notes due 2032 (incorporated by reference to Exhibit 4.2 to the registrant's Current
Report on Form 8-K filed on September 15, 2020).
117
Exhibit
Title
Johnson Controls International plc
Index to Exhibits
4.8
4.9
4.10
4.11
4.12
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
Description of the Ordinary Shares of Johnson Controls International plc (filed herewith)
Description of the Johnson Controls International plc Notes (filed herewith)
Description of the Johnson Controls International plc and Tyco Fire & Security Finance S.C.A. Notes (filed herewith)
Miscellaneous long-term debt agreements and financing leases with banks and other creditors and debenture indentures.*
Miscellaneous industrial development bond long-term debt issues and related loan agreements and leases.*
Credit Agreement, dated as of December 5, 2019, among Johnson Controls International plc, certain of its subsidiaries party thereto
from time to time, the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated
by reference to Exhibit 10.1 to the registrant’s Current Report filed December 6, 2019)
364-Day Credit Agreement, dated as of December 5, 2019, among Johnson Controls International plc, certain of its subsidiaries party
thereto from time to time, the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent
(incorporated by reference to Exhibit 10.2 to the registrant’s Current Report filed December 6, 2019)
Stock and Asset Purchase Agreement, dated as of November 13, 2018, by and between Johnson Controls International plc and BCP
Acquisitions LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report filed November 13, 2018).
Tax Matters Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient Limited
(incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on September 9, 2016)
Employee Matters Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient Limited
(incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on September 9, 2016)
Tax Sharing Agreement, dated September 28, 2012 by and among Pentair Ltd., Johnson Controls International plc (formerly Tyco
International Ltd.), Tyco International Finance S.A. and The ADT Corporation (incorporated by reference to Exhibit 10.1 to the
registrant’s Current Report on Form 8-K filed on October 1, 2012) (Commission File No. 1-13836)
Non-Income Tax Sharing Agreement dated September 28, 2012 by and among Johnson Controls International plc (formerly Tyco
International Ltd.), Tyco International Finance S.A. and The ADT Corporation (incorporated by reference to Exhibit 10.2 to the
registrant’s Current Report on Form 8-K filed on October 1, 2012) (Commission File No. 1-13836)
Trademark Agreement, dated as of September 25, 2012, by and among ADT Services GmbH, ADT US Holdings, Inc., Johnson Controls
International plc (formerly Tyco International Ltd.) and The ADT Corporation (incorporated by reference to Exhibit 10.3 to the
registrant’s Current Report on Form 8-K filed on October 1, 2012) (Commission File No. 1-13836)
Form of Deed of Indemnification between Johnson Controls International plc (formerly Tyco International plc) and certain of its
directors and officers (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed on September 6,
2016)
118
Exhibit
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
Johnson Controls International plc
Index to Exhibits
Title
Form of Indemnification Agreement between Tyco Fire & Security (US) Management, Inc. and certain directors and officers of Johnson
Controls International plc (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed on September
6, 2016)
Tyco International plc 2004 Share and Incentive Plan (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on
Form 8-K filed on November 17, 2014) (Commission File No. 1-13836)**
Johnson Controls International plc 2012 Share and Incentive Plan, amended and restated as of March 8, 2017 (incorporated by reference
to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed on May 4, 2017)**
Johnson Controls International plc 2007 Stock Option Plan (incorporated by reference to Exhibit 10.7 to the registrant’s Current Report
on Form 8-K filed on September 6, 2016)**
Johnson Controls International plc 2012 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 to the registrant’s Current
Report on Form 8-K filed on September 6, 2016)**
Johnson Controls International plc Severance and Change in Control Policy for Officers, Amended and Restated December 7, 2017
(Incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on December 11, 2017)**
Johnson Controls International plc Executive Deferred Compensation Plan, as amended and restated effective January 1, 2018
(incorporated by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed on May 3, 2018)**
Johnson Controls International plc Retirement Restoration Plan, as amended and restated effective January 1, 2018 (incorporated by
reference to Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q filed on May 3, 2018)**
Tyco Supplemental Savings and Retirement Plan as amended and restated effective January 1, 2018 (incorporated by reference to
Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on September 19, 2017) **
Johnson Controls International plc Executive Compensation Incentive Recoupment Policy effective September 2, 2016 (incorporated by
reference to Exhibit 10.24 to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016 filed on
November 23, 2016)**
Letter Agreement between Johnson Controls International plc and George R. Oliver dated December 8, 2017 (Incorporated by reference
to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on December 11, 2017).**
Form of terms and conditions for Option / SAR Awards, Restricted Stock / Unit Awards, Performance Share Awards under the Johnson
Controls International plc 2012 Share and Incentive Plan for periods commencing December 6, 2018 (incorporated by reference to
Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed February 1, 2019)**
Form of terms and conditions for Option / SAR Awards, and Restricted Stock / Unit Awards, under the Johnson Controls International
plc 2012 Share and Incentive Plan commencing December 6, 2018 applicable to Mr. Stief (incorporated by reference to Exhibit 10.3 to
the registrant’s Quarterly Report on Form 10-Q filed February 1, 2019)**
Form of Option/SAR Award for Executive Officers (incorporated by reference to Exhibit 10.24 to the registrant’s Annual Report on
Form 10-K for the fiscal year ended September 30, 2019 filed on November 21, 2019)**
119
Exhibit
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
10.34
10.35
Johnson Controls International plc
Index to Exhibits
Title
Form of terms and conditions for Option / SAR Awards, Restricted Stock / Unit Awards, Performance Share Awards under the Johnson
Controls International plc 2012 Share and Incentive Plan for fiscal 2018 (incorporated by reference to Exhibit 10.3 to the registrant’s
Quarterly Report on Form 10-Q filed on February 2, 2018)**
Form of terms and conditions for Option / SAR Awards, and Restricted Stock / Unit Awards, under the Johnson Controls International
plc 2012 Share and Incentive Plan for fiscal 2018 applicable to Messrs. Oliver and Stief (incorporated by reference to Exhibit 10.4 to
the registrant’s Quarterly Report on Form 10-Q filed on February 2, 2018)**
Form of terms and conditions for Option / SAR Awards, Restricted Stock / Unit Awards, Performance Share Awards under the Johnson
Controls International plc 2012 Share and Incentive Plan for periods commencing on September 2, 2016 (incorporated by reference to
Exhibit 10.33 to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016 filed on November 23,
2016)**
Form of terms and conditions for Option / SAR Awards, and Restricted Stock / Unit Awards, under the Johnson Controls International
plc 2012 Share and Incentive Plan for periods commencing on September 2, 2016 applicable to Messrs. Molinaroli, Oliver and Stief
(incorporated by reference to Exhibit 10.1 to registrant’s Quarterly Report on Form 10-Q filed on February 8, 2017)**
Terms of Unit Award under the Johnson Controls International plc 2012 Share and Incentive Plan for Brian J. Stief dated September 14,
2017 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on September 15, 2017)**
Terms of PSU Award under the Johnson Controls International plc 2012 Share and Incentive Plan for Brian J. Stief dated September 14,
2017 (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on September 15, 2017)**
Terms of RSU Award under the Johnson Controls International plc 2012 Share and Incentive Plan for Brian J. Stief dated September
14, 2017 (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on September 15, 2017)**
Letter Agreement dated as of September 14, 2017 between Johnson Controls International plc and Brian J. Stief (incorporated by
reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed on September 15, 2017)**
Form of terms and conditions for Option Awards, Restricted Unit Awards, Performance Share Awards under the 2012 Share and
Incentive Plan for fiscal 2016 (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on
October 13, 2015)**
Form of terms and conditions for Option Awards, Restricted Unit Awards, Performance Share Awards under the 2012 Stock and
Incentive Plan for fiscal 2015 (incorporated by reference to Exhibit 10.9 to the registrant’s Annual Report on Form 10-K for the fiscal
year ended September 26, 2014 filed on November 14, 2014) (Commission File No. 1-13836)**
Form of terms and conditions for Option Awards, Restricted Unit Awards, Performance Share Awards under the 2012 Stock and
Incentive Plan for fiscal 2014 (incorporated by reference to Exhibit 10.9 to the registrant’s Annual Report on Form 10-K filed on for the
year ended September 27, 2013 filed on November 14, 2013) (Commission File No. 1-13836)**
Form of terms and conditions for Restricted Stock Units for Directors under the Johnson Controls International plc 2012 Share and
Incentive Plan for use beginning in 2018 (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q
filed on May 3, 2018)**
120
Johnson Controls International plc
Index to Exhibits
Title
Form of terms and conditions for Restricted Stock Units for Directors under the Johnson Controls International plc 2012 Share and
Incentive Plan for use in 2019 (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed on
May 3, 2019)**
Form of stock option or stock appreciation right award agreement for Johnson Controls, Inc. 2007 Stock Option Plan effective
September 20, 2011 (incorporated by reference to Exhibit 10.V to Johnson Controls, Inc.’s Annual Report on Form 10-K for the year
ended September 30, 2011 filed on November 22, 2011) (Commission File No. 1-5097)**
Johnson Controls, Inc. 2012 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1(a) to Johnson Controls, Inc.'s Current
Report on Form 8-K filed January 28, 2013) (Commission File No. 1-5097)**
Form of option/stock appreciation right agreement for Johnson Controls, Inc. 2012 Omnibus Incentive Plan (incorporated by reference
to Exhibit 10.1(c) to Johnson Controls, Inc.'s Current Report on Form 8-K filed November 21, 2013) (Commission File No. 1-5097)**
Restrictive covenants applicable to equity award agreements beginning December 2019 (incorporated by reference to Exhibit 10.3 to
the registrant’s Quarterly Report on Form 10-Q filed on January 31, 2020)
Subsidiaries of Johnson Controls International plc (filed herewith)
Co-Issuer of Debt Securities (filed herewith)
Consent of Independent Public Accounting Firm (filed herewith)
Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002 (filed herewith)
Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002 (filed herewith)
Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
Financial statements from the Annual Report on Form 10-K of Johnson Controls International plc for the fiscal year ended
September 30, 2020 formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of
Financial Position, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv)
the Consolidated Statements of Cash Flow, (v) the Consolidated Statements of Shareholders’ Equity Attributable to Johnson Controls
Ordinary Shareholders and (vi) Notes to Consolidated Financial Statements (filed herewith)
These instruments are not being filed as exhibits herewith because none of the long-term debt instruments authorizes the issuance of
debt in excess of 10% of the total assets of Johnson Controls International plc and its subsidiaries on a consolidated basis. Johnson
Controls International plc agrees to furnish a copy of each agreement to the Securities and Exchange Commission upon request.
Management contract or compensatory plan.
Exhibit
10.36
10.37
10.38
10.39
10.40
21.1
22.1
23.1
31.1
31.2
32.1
101
*
**
121
Pursuant to the requirements of Section 13 or 15(d) 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.
SIGNATURES
JOHNSON CONTROLS INTERNATIONAL PLC
By
/s/ Brian J. Stief
Brian J. Stief
Vice Chairman and
Chief Financial Officer
Date:
November 16, 2020
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of November 16, 2020, by the following persons on
behalf of the registrant and in the capacities indicated:
/s/ George R. Oliver
George R. Oliver
Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ Robert M. VanHimbergen
Robert M. VanHimbergen
Vice President and Corporate Controller
(Principal Accounting Officer)
/s/ Pierre Cohade
Pierre Cohade
Director
/s/ Juan Pablo del Valle Perochena
Juan Pablo del Valle Perochena
Director
/s/ Gretchen R. Haggerty
Gretchen R. Haggerty
Director
/s/ Jürgen Tinggren
Jürgen Tinggren
Director
/s/ David Yost
David Yost
Director
/s/ Brian J. Stief
Brian J. Stief
Vice Chairman and
Chief Financial Officer (Principal Financial Officer)
/s/ Jean Blackwell
Jean Blackwell
Director
/s/ Mike Daniels
Mike Daniels
Director
/s/ Roy Dunbar
Roy Dunbar
Director
/s/ Simone Menne
Simone Menne
Director
/s/ Mark P. Vergnano
Mark P. Vergnano
Director
/s/ John D. Young
John D. Young
Director
122
Exhibit 4.8
DESCRIPTION OF ORDINARY SHARES
The following description of the material terms of our ordinary shares is based on the provisions of our Irish memorandum and articles of association. This
description is not complete and is subject to the applicable provisions of Irish law and our memorandum and articles of association, which are incorporated by
reference as exhibits to this Annual Report on Form 10-K. The transfer agent and registrar for our ordinary shares is Equiniti Trust Company. Our ordinary shares
are listed on the New York Stock Exchange under the ticker symbol “JCI.”
Capital Structure
Authorized and Issued Share Capital
Our authorized share capital is $22,000,000 and €40,000, divided into 2,000,000,000 ordinary shares with a par value of $0.01 per share, 200,000,000
preferred shares with a par value of $0.01 per share, and 40,000 ordinary A shares with a par value of €1.00 per share. The authorized share capital includes 40,000
ordinary A shares with a par value of €1.00 per share in order, at the time of its incorporation, to satisfy statutory requirements for the incorporation of all Irish
public limited companies. We may issue shares subject to the maximum prescribed by JCI’s authorized share capital contained in its memorandum and articles of
association.
As a matter of Irish company law, the directors of a company may issue new ordinary or preferred shares (including the grant of options and issue of
warrants) without shareholder approval once authorized to do so by the memorandum and articles of association of the company or by an ordinary resolution
adopted by the shareholders at a general meeting. An ordinary resolution requires over 50% of the votes cast by a company’s shareholders at a general
meeting. The authority conferred can be granted for a maximum period of five years, at which point it will lapse unless renewed by the shareholders of the
company by an ordinary resolution. The board of directors is authorized, under an annual authorization by shareholders pursuant to an ordinary resolution, to issue
ordinary shares subject to a maximum of approximately 33% of our issued share capital. The current annual authorization will expire at the earlier of the date of
our annual general meeting in 2021 or September 4, 2021 unless renewed (a renewal of the authorization will be proposed at our annual general meeting in 2021,
which if approved would expire on the date of our annual general meeting in 2022 or 18 months after the date of our 2021 annual general meeting (whichever is
earlier)).
Notwithstanding this authority, under the Irish Takeover Rules the board of directors would not be permitted to issue any shares, during a period when an
offer has been made for us or is believed to be imminent unless the issue is (i) approved by shareholders at a general meeting, (ii) consented to by the Irish
Takeover Panel on the basis it would not constitute action frustrating the offer, (iii) consented to by the Irish Takeover Panel and approved by the holders of more
than 50% of the voting rights in JCI, (iv) consented to by the Irish Takeover Panel in circumstances where a contract for the issue of the shares had been entered
into prior to that period, or (v) consented to by the Irish Takeover Panel in circumstances where the issue of the shares was decided by the directors of JCI prior to
that period and either action has been taken to implement the issuance (whether in part or in full) prior to such period or the issuance was otherwise in the ordinary
course of business.
The board of directors has previously represented that it will not, without prior shareholder approval, approve the issuance or use of any of the preferred
shares for any defensive or anti-takeover purpose or for the purpose of implementing any shareholder rights plan. Within these limits, the board of directors may
approve the issuance or use of preferred shares for capital raising, financing or acquisition needs or opportunities that has the effect of making a takeover of us or
other acquisition transaction more difficult or costly, as could also be the case if the board of directors were to issue additional ordinary shares.
The authority to issue preferred shares provides us with the flexibility to consider and respond to future business needs and opportunities as they arise from
time to time, including in connection with capital raising, financing, and acquisition transactions or opportunities.
The authorized but unissued share capital may be increased or reduced by way of an ordinary resolution of our shareholders. The shares comprising our
authorized share capital may be divided into shares of such par value as the
resolution shall prescribe. The rights and restrictions to which the ordinary shares will be subject are prescribed in our memorandum and articles of association.
Irish law does not recognize fractional shares held of record; accordingly, our memorandum and articles of association do not provide for the issuance of
fractional shares, and our official Irish register will not reflect any fractional shares.
Dividends
Under Irish law, dividends and distributions may only be made from distributable reserves. Distributable reserves, broadly, means our accumulated realized
profits less our accumulated realized losses. In addition, no distribution or dividend may be made unless our net assets are equal to, or in excess of, the aggregate of
our called up share capital plus undistributable reserves and the distribution does not reduce our net assets below such aggregate. Undistributable reserves include
the share premium account, the par value of shares acquired by us and the amount by which our accumulated unrealized profits, so far as not previously utilized by
any capitalization, exceed our accumulated unrealized losses, so far as not previously written off in a reduction or reorganization of capital.
The determination as to whether or not we have sufficient distributable reserves to fund a dividend must be made by reference to our “relevant financial
statements.” The “relevant financial statements” will be either the last set of unconsolidated annual audited financial statements or unaudited financial statements
prior to the declaration of a dividend prepared in accordance with the Irish Companies Act, which give a “true and fair view” of our unconsolidated financial
position and accord with accepted accounting practice. The relevant financial statements must be filed in the Companies Registration Office (the official public
registry for companies in Ireland).
The mechanism as to who declares a dividend and when a dividend shall become payable is governed by our articles of association, which authorize the
directors to declare such dividends as appear justified from our profits without the approval of the shareholders at a general meeting. The board of directors may
also recommend a dividend to be approved and declared by the shareholders at a general meeting. Although the shareholders may direct that the payment be made
by distribution of assets, shares or cash, no dividend issued may exceed the amount recommended by the directors. The dividends can be declared and paid in the
form of cash or non-cash assets.
Our directors may deduct from any dividend payable to any shareholder all sums of money (if any) payable by him or her to us in relation to our shares. Our
directors are also entitled to issue shares with preferred rights to participate in dividends we declare. The holders of such preferred shares may, depending on their
terms, be entitled to claim arrears of a declared dividend out of subsequently declared dividends in priority to ordinary shareholders.
Preemptive Rights and Advance Subscription Rights
Certain statutory pre-emption rights apply automatically in favor of our shareholders where our shares are to be issued for cash (including pursuant to non-
compensatory options). Statutory preemption rights do not apply (i) where shares are issued for non-cash consideration (such as in a stock-for-stock acquisition),
(ii) to the issue of non-equity shares (that is, shares that have the right to participate only up to a specified amount in any income or capital distribution) or (iii)
where shares are issued pursuant to an employee option or similar equity plan. In addition, and without prejudice to any existing authorities granted to the board of
directors, the board of directors is authorized, under an annual authorization by shareholders pursuant to a special resolution, to issue ordinary shares without the
application of preemption rights of up to approximately 5% of our issued share capital. The current annual authorization will expire at the earlier of the date of our
annual general meeting in 2021 or September 4, 2021 unless renewed (a renewal of the authorization will be proposed at our annual general meeting in 2021,
which if approved would expire on the date of our annual general meeting in 2022 or 18 months after the date of our 2021 annual general meeting (whichever is
earlier)).
A special resolution requires not less than 75% of the votes cast by our shareholders at a general meeting. If the opt-out is not renewed, shares issued for cash
must be offered to our pre-existing shareholders pro rata to their
existing shareholding in accordance with the statutory preemption rights described above before the shares can be issued to any new shareholders.
Issuance of Warrants and Options
Our articles of association provide that, subject to any shareholder approval requirement under any laws, regulations or the rules of any stock exchange to
which we are subject, the board is authorized, from time to time, in its discretion, to grant such persons, for such periods and upon such terms as the board deems
advisable, options to purchase such number of shares of any class or classes or of any series of any class as the board may deem advisable, and to cause warrants or
other appropriate instruments evidencing such options to be issued. The issuance of warrants or options is subject to the same requirements for shareholder
authority and statutory preemption rights as applies to the issue of ordinary shares described under the headings “–Capital Structure– Authorized and Issued Share
Capital” and “–Preemptive Rights and Advance Subscription Rights” in this summary and the number of shares capable of being issued under options and warrants
are aggregated with the number of shares issued under those authorizations for determining the utilization of those authorizations. The board may issue shares upon
exercise of warrants or options without shareholder approval or authorization provided that the original warrants or options were issued when valid authorization
was in place.
Share Repurchases and Redemptions
Overview
Article 3 of our articles of association provides that any ordinary share which we have acquired or agreed to acquire shall be deemed to be a redeemable
share. Accordingly, for Irish company law purposes, the repurchase of ordinary shares by us will technically be effected as a redemption of those shares as
described below. If our articles of association did not contain Article 3(d), repurchases of our ordinary shares would be subject to many of the same rules that apply
to purchases of our ordinary shares by subsidiaries described below, including the shareholder approval requirements described below and the requirement that
any on-market purchases be effected on a “recognized stock exchange.” Except where otherwise noted, when we refer to repurchasing or buying back our ordinary
shares, we are referring to the redemption of ordinary shares by us pursuant to Article 3(d) of the articles of association or the purchase of our ordinary shares by a
subsidiary of ours, in each case in accordance with our articles of association and Irish company law as described below.
Repurchases and Redemptions by Us
Under Irish law, a company can issue redeemable shares and redeem them out of distributable reserves or the proceeds of a new issue of shares for that
purpose. The issue of redeemable shares may only be made by us where the nominal value of the issued share capital that is not redeemable is not less than 10% of
the aggregate of the par value and share premium in respect of the allotment of our shares together with the par value of any shares acquired by us. All redeemable
shares must also be fully paid and the terms of redemption of the shares must provide for payment on redemption. Redeemable shares may, upon redemption, be
cancelled or held in treasury. Shareholder approval will not be required to redeem our ordinary shares. Our board of directors will also be entitled to issue preferred
shares which may be redeemed at either our option or the that of the shareholder, depending on the terms of such preferred shares.
Repurchased and redeemed shares may be cancelled or held as treasury shares. The nominal value of treasury shares held by us at any time must not exceed
10% of the nominal value of our issued share capital. While we hold shares as treasury shares, we cannot exercise any voting rights in respect of those shares. We
may cancel or reissue treasury shares subject to certain conditions.
Purchases by Our Subsidiaries
Under Irish law, it may be permissible for an Irish or non-Irish subsidiary to purchase our shares either on-market or off-market. A general authority of our
shareholders is required to allow a subsidiary of ours to make on-market purchases of our ordinary shares; however, as long as this general authority has been
granted, no specific shareholder authority for a particular on-market purchase by a subsidiary of our ordinary shares is required. Such an
authority has been adopted by our shareholders. We have sought such general authority, which must expire no later than 18 months after the date on which it was
granted, at previous annual general meetings and expect to seek to renew such authority at subsequent annual general meetings. In order for a subsidiary of ours to
make an on-market purchase of our shares, such shares must be purchased on a “recognized stock exchange.” The New York Stock Exchange, on which our shares
are listed, is a recognized stock exchange for this purpose under Irish company law. For an off-market purchase by a subsidiary of ours, the proposed purchase
contract must be authorized by special resolution of our shareholders before the contract is entered into. The person whose shares are to be bought back cannot vote
in favor of the special resolution and, from the date of the notice of the meeting at which the resolution approving the contract is to be proposed, the purchase
contract must be on display or must be available for inspection by shareholders at our registered office.
The number of shares held by our subsidiaries at any time will count as treasury shares and will be included in any calculation of the permitted treasury share
threshold of 10% of the aggregate of the par value and share premium in respect of the allotment of our shares together with the par value of any shares acquired by
us. While a subsidiary holds our shares, it cannot exercise any voting rights in respect of those shares. The acquisition of our shares by a subsidiary must be funded
out of distributable reserves of the subsidiary.
Lien on Shares, Calls on Shares and Forfeiture of Shares
Our articles of association provide that we will have a first and paramount lien on every share for all moneys payable, whether presently due or not, in
respect of such share. Subject to the terms of their allotment, directors may call for any unpaid amounts in respect of any shares to be paid, and if payment is not
made, the shares may be forfeited. These provisions are standard inclusions in the articles of association of an Irish company limited by shares, such as us.
Bonus Shares
Under our articles of association, the board of directors may resolve to capitalize any amount credited to any reserve or fund available for distribution or the
share premium account or other undistributable reserve of ours for issuance and distribution to shareholders as fully paid up bonus shares on the same basis of
entitlement as would apply in respect of a dividend distribution.
Consolidation and Division; Subdivision
Under our articles of association, we may by ordinary resolution consolidate and divide all or any of our share capital into shares of larger par value than its
existing shares or subdivide our shares into smaller amounts than is fixed by our articles of association.
Reduction of Share Capital
We may, by ordinary resolution, reduce our authorized but unissued share capital in any way and reduce the nominal value of any of its shares. We also may, by
special resolution and subject to confirmation by the IrishHigh Court (or as otherwise permitted under the Irish Companies Act), reduce or cancel our issued share
capital in any way.
General Meetings of Shareholders
We are generally required to hold an annual general meeting at intervals of no more than fifteen months, provided that an annual general meeting is held in
each calendar year, no more than nine months after our fiscal year-end.
Our articles of association provide that shareholder meetings may be held outside of Ireland (subject to compliance with the Irish Companies Act). Where a
company holds its annual general meeting or extraordinary general meeting outside of Ireland, the Irish Companies Act requires that the company, at its own
expense, make all necessary arrangements to ensure that members can by technological means participate in the meeting without leaving Ireland (unless all of the
members entitled to attend and vote at the meeting consent in writing to the meeting being held outside of Ireland).
Extraordinary general meetings may be convened by (i) the board of directors, (ii) on requisition of the shareholders holding not less than 10% of the paid up
share capital of our shares carrying voting rights or (iii) on requisition of our auditors. Extraordinary general meetings are generally held for the purposes of
approving shareholder resolutions as may be required from time to time.
Notice of a general meeting must be given to all of our shareholders and to our auditors. Our articles of association provide that the maximum notice period
is 60 days. The minimum notice periods are 21 days’ notice in writing for an annual general meeting or an extraordinary general meeting to approve a special
resolution and 14 days’ notice in writing for any other extraordinary general meeting. In each case the notice period excludes the date of mailing, the date of the
meeting and is in addition to two days for deemed delivery where this is by electronic means. General meetings may be called by shorter notice, but only with the
consent of our auditors and all of the shareholders entitled to attend and vote thereat. Because of the 21-day and 14-day requirements described in this paragraph,
our articles of association include provisions reflecting these requirements of Irish law.
In the case of an extraordinary general meeting convened by our shareholders, the proposed purpose of the meeting must be set out in the requisition notice.
The requisition notice can contain any resolution. Upon receipt of this requisition notice, the board of directors has 21 days to convene a meeting of our
shareholders to vote on the matters set out in the requisition notice. This meeting must be held within two months of the receipt of the requisition notice. If the
board of directors does not convene the meeting within such 21-day period, the requisitioning shareholders, or any of them representing more than one half of the
total voting rights of all of them, may themselves convene a meeting, which meeting must be held within three months of the receipt of the requisition notice.
The only matters which must, as a matter of Irish company law, be transacted at an annual general meeting are the presentation of the annual accounts,
balance sheet and reports of the directors and auditors, the appointment of auditors and the fixing of the auditor’s remuneration (or delegation of same). If no
resolution is made in respect of the reappointment of an auditor at an annual general meeting, the previous auditor will be deemed to have continued in office.
Directors are elected by the affirmative vote of a majority of the votes cast by shareholders at an annual general meeting and, pursuant to our articles of association,
serve for one-year terms. Any nominee for director who does not receive a majority of the votes cast is not elected to the board. However, because Irish law
requires a minimum of two directors at all times, in the event that an election results in no directors being elected, each of the two nominees receiving the greatest
number of votes in favor of his or her election shall hold office until his or her successor shall be elected. In the event that an election results in only one director
being elected, that director shall be elected and shall serve for a one-year term, and the nominee receiving the greatest number of votes in favor of their election
shall hold office until his or her successor shall be elected.
If the directors become aware that our net assets are half or less of the amount of our called-up share capital, the directors must convene an extraordinary
general meeting of our shareholders not later than 28 days from the date that they learn of this fact. This meeting must be convened for the purposes of considering
whether any, and if so what, measures should be taken to address the situation.
Voting
General
Where a poll is demanded at a general meeting, every shareholder shall have one vote for each ordinary share that he or she holds as of the record date for
the meeting. Voting rights on a poll may be exercised by shareholders registered in our share register as of the record date for the meeting or by a duly appointed
proxy of such a registered shareholder, which proxy need not be a shareholder. Where interests in shares are held by a nominee trust company this company may
exercise the rights of the beneficial holders on their behalf as their proxy. All proxies must be appointed in the manner prescribed by the Irish Companies Act. Our
articles of association permit the appointment of proxies by the shareholders to be notified by us electronically, when permitted by the directors.
Our articles of association provide that all resolutions shall be decided by a show of hands unless a poll is demanded by the chairman, by at least three
shareholders as of the record date for the meeting or by any shareholder or shareholders holding not less than 10% of the total voting rights of ours as of the record
date for the
meeting. Each of our shareholders of record as of the record date for the meeting has one vote at a general meeting on a show of hands.
In accordance with our articles of association, our directors may from time to time cause us to issue preferred shares. These preferred shares may have such
voting rights as may be specified in the terms of such preferred shares (e.g., they may carry more votes per share than ordinary shares or may entitle their holders to
a class vote on such matters as may be specified in the terms of the preferred shares).
Treasury shares will not be entitled to vote at general meetings of shareholders
Supermajority Voting
Irish company law requires “special resolutions” of the shareholders at a general meeting to approve certain matters. A special resolution requires not less
than 75% of the votes cast by our shareholders at a general meeting. This may be contrasted with “ordinary resolutions,” which require a simple majority of the
votes cast by our shareholders at a general meeting. Examples of matters requiring special resolutions include:
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amending our objects;
amending our memorandum and articles of association;
approving the change of our name;
authorizing the entering into of a guarantee or provision of security in connection with a loan, quasi-loan or credit transaction to a director or
connected person;
opting out of pre-emption rights on the issuance of new shares;
re-registration from a public limited company as a private company;
variation of class rights attached to classes of shares;
purchase of own shares off-market;
the reduction of share capital;
resolving that we be wound up by the Irish courts;
resolving in favor of a shareholders’ voluntary winding-up;
re-designation of shares into different share classes; and
setting the re-issue price of treasury shares.
A scheme of arrangement with shareholders requires a court order from the Irish High Court and the approval of (1) 75% of the voting shareholders by value
and (2) 50% in number of the voting shareholders, at a meeting called to approve the scheme.
Variation of Class Rights Attaching to Shares
Variation of all or any special rights attached to any class of our shares is addressed in our articles of association as well as the Irish Companies Act. Any
variation of class rights attaching to our issued shares must be approved by a special resolution of the shareholders of the class affected.
Quorum for General Meetings
The presence, in person or by proxy, of the holders of our ordinary shares outstanding which entitle the holders to a majority of the voting power of shares
outstanding constitutes a quorum for the conduct of business. No business may take place at a general meeting if a quorum is not present in person or by
proxy. The board of directors
has no authority to waive quorum requirements stipulated in our articles of association. Abstentions and broker non-votes will be counted as present for purposes
of determining whether there is a quorum in respect of the proposals.
Inspection of Books and Records
Under Irish law, shareholders have the right to: (1) receive a copy of our memorandum and articles of association and any act of the Irish Government which
alters our memorandum of association; (2) inspect and obtain copies of our minutes of general meetings and resolutions; (3) inspect and receive a copy of the
register of shareholders, register of directors and secretaries, register of directors’ interests and other statutory registers maintained by us; (4) receive copies of
financial statements and directors’ and auditors’ reports which have previously been sent to shareholders prior to an annual general meeting; and (5) receive
financial statements of a subsidiary company of ours which have previously been sent to shareholders prior to an annual general meeting for the preceding ten
years. Our auditors will also have the right to inspect all of our books, records and vouchers. The auditors’ report must be circulated to the shareholders with our
audited financial statements 21 days before the annual general meeting and must be laid before the shareholders at our annual general meeting.
Acquisitions and Appraisal Rights
There are a number of mechanisms for acquiring an Irish public limited company, including:
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a court-approved scheme of arrangement under the Irish Companies Act. A scheme of arrangement with shareholders requires a court order from
the Irish High Court and the approval of: (1) 75% of the voting shareholders by value; and (2) greater than 50% in number of the voting
shareholders, at a meeting called to approve the scheme;
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through a tender offer by a third party for all of our shares. Where the holders of 80% or more of our shares have accepted an offer for their
shares, the remaining shareholders may be statutorily required to also transfer their shares. If the bidder does not exercise its “squeeze out” right,
then the non-accepting shareholders also have a statutory right to require the bidder to acquire their shares on the same terms. If our shares were
listed on the Irish Stock Exchange or another regulated stock exchange in the European Union, this threshold would be increased to 90%; and
by way of a merger with an EEA-incorporated company under the E.U. Cross Border Merger Directive (Directive 2005/56/EC of the European
Parliament and of the Council on cross-border mergers of limited liability companies). Such a merger must be approved by a special resolution
(there is no statutory merger regime pursuant to Irish law for mergers between an Irish company and a company based outside of the European
Economic Area, but Irish law nevertheless allows for the transfer of all assets and liabilities in accordance with an agreement such as the merger
agreement).
Under Irish law, there is no requirement for a company’s shareholders to approve a sale, lease or exchange of all or substantially all of a company’s property
and assets. However, our articles of association provide that the affirmative vote of the holders of a majority of the outstanding voting shares on the relevant record
date is required to approve a sale, lease or exchange of all or substantially all of its property or assets.
Disclosure of Interests in Shares
Under the Irish Companies Act, there is a notification requirement for shareholders who acquire or cease to be interested in 3% of the shares of an Irish
public limited company. A shareholder of ours must therefore make such a notification to us if as a result of a transaction the shareholder will be interested in 3%
or more of our shares; or if as a result of a transaction a shareholder who was interested in more than 3% of our shares ceases to be so interested. Where a
shareholder is interested in more than 3% of our shares, any alteration of his or her interest that brings his or her total holding through the nearest whole percentage
number, whether an increase or a reduction, must be notified to us. The relevant percentage figure is calculated by reference to the aggregate par value of the shares
in which the shareholder is interested as a proportion of the entire par value of our share capital. Where the percentage level of the shareholder’s interest does not
amount to a whole percentage this figure may be rounded down to the next whole number. All such disclosures should be notified to us within 5 business days of
the transaction or alteration of the shareholder’s interests that gave rise to the requirement to notify. Where a person
fails to comply with the notification requirements described above no right or interest of any kind whatsoever in respect of any of our shares concerned, held by
such person, shall be enforceable by such person, whether directly or indirectly, by action or legal proceeding. However, such person may apply to the court to
have the rights attaching to the shares concerned reinstated.
In addition to the above disclosure requirement, under the Irish Companies Act we may by notice in writing require a person whom we know or have
reasonable cause to believe to be, or at any time during the three years immediately preceding the date on which such notice is issued, to have been interested in
shares comprised in our relevant share capital to: (a) indicate whether or not it is the case, and (b) where such person holds or has during that time held an interest
in our shares, to give such further information as may be required by us including particulars of such person’s own past or present interests in our shares. Any
information given in response to the notice is required to be given in writing within such reasonable time as may be specified in the notice.
Where such a notice is served by us on a person who is or was interested in our shares and that person fails to give us any information required within the
reasonable time specified, we may apply to court for an order directing that the affected shares be subject to certain restrictions.
Under the Irish Companies Act, the restrictions that may be placed on the shares by the court are as follows:
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any transfer of those shares, or in the case of unissued shares any transfer of the right to be issued with shares and any issue of shares, shall be
void;
no voting rights shall be exercisable in respect of those shares;
no further shares shall be issued in right of those shares or in pursuance of any offer made to the holder of those shares; and
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no payment shall be made of any sums due from us on those shares, whether in respect of capital or otherwise.
Where our shares are subject to these restrictions, the court may order the shares to be sold and may also direct that the shares shall cease to be subject to
these restrictions. Failure to comply with such a court order is a criminal offence.
Anti-Takeover Provisions
Business Combinations with Interested Shareholders
Our articles of association include a provision similar to Section 203 of the Delaware General Corporation Law, which generally prohibits us from engaging
in a business combination with an interested shareholder for a period of three years following the date the person became an interested shareholder, unless, in
general:
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our board of directors approved the transaction which resulted in the shareholder becoming an interested shareholder;
upon consummation of the transaction which resulted in the shareholder becoming an interested shareholder, the shareholder owned at least 85%
of the voting shares outstanding at the time of commencement of such transaction, excluding for purposes of determining the number of voting
shares outstanding (but not the outstanding voting shares owned by the interested shareholder), voting shares owned by persons who are directors
and also officers and by certain employee share plans; or
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the business combination is approved by our board of directors and authorized at an annual or extraordinary general meeting of shareholders by a
special resolution, excluding for this purpose any votes cast by the interested shareholder.
A “business combination” is generally defined as a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested
shareholder. An “interested shareholder” is generally defined as a person who, together with affiliates and associates, owns or, within three years prior to the date
in question, owned 15% or more of our outstanding voting shares.
Shareholder Rights Plans and Share Issuances
Irish law does not expressly prohibit companies from issuing share purchase rights or adopting a shareholder rights plan as an anti-takeover
measure. However, there is no directly relevant case law on the validity of such plans under Irish law, and shareholder approval may be required under Irish law to
implement such a plan. In addition, such a plan would be subject to the Irish Takeover Rules described below.
Subject to the Irish Takeover Rules described below, the board also has power to issue any of our authorized and unissued shares on such terms and
conditions as it may determine and any such action should be taken in our best interests. It is possible, however, that the terms and conditions of any issue of
preferred shares could discourage a takeover or other transaction that holders of some or a majority of the ordinary shares believe to be in their best interests or in
which holders might receive a premium for their shares over the then market price of the shares. The board of directors represents that, it will not, without prior
shareholder approval, approve the issuance or use of any of the preferred shares for any defensive or anti-takeover purpose or for the purpose of implementing any
shareholder rights plan. Within these limits, the board of directors may approve the issuance or use of preferred shares for capital raising, financing or acquisition
needs or opportunities that has the effect of making a takeover of us or other acquisition transactions more difficult or costly, as could also be the case if the board
of directors were to issue additional ordinary shares.
Irish Takeover Rules and Substantial Acquisition Rules
A transaction by virtue of which a third party is seeking to acquire 30% or more of the voting rights of our shares will be governed by the Irish Takeover
Panel Act 1997 and the Irish Takeover Rules made thereunder and will be regulated by the Irish Takeover Panel. The “General Principles” of the Irish Takeover
Rules and certain important aspects of the Irish Takeover Rules are described below.
General Principles
The Irish Takeover Rules are built on the following General Principles which will apply to any transaction regulated by the Irish Takeover Panel:
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in the event of an offer, all classes of shareholders of the target company should be afforded equivalent treatment and, if a person acquires control of
a company, the other holders of securities must be protected;
the holders of securities in the target company must have sufficient time to allow them to make an informed decision regarding the offer;
the board of a company must act in the interests of the company as a whole. If the board of the target company advises the holders of securities
as regards the offer it must advise on the effects of the implementation of the offer on employment, employment conditions and the locations of
the target company’s place of business;
false markets in the securities of the target company or any other company concerned by the offer must not be created;
a bidder can only announce an offer after ensuring that he or she can fulfill in full the consideration offered;
a target company may not be hindered longer than is reasonable by an offer for its securities. This is a recognition that an offer will disrupt
the day-to-day running of a target company particularly if the offer is hostile and the board of the target company must divert its attention to
resist the offer; and
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a “substantial acquisition” of securities (whether such acquisition is to be effected by one transaction or a series of transactions) will only be
allowed to take place at an acceptable speed and shall be subject to adequate and timely disclosure.
Mandatory Bid
Under certain circumstances, a person who acquires our shares or other voting rights may be required under the Irish Takeover Rules to make a mandatory
cash offer for our remaining outstanding shares at a price not less than the highest price paid for the shares by the acquirer (or any parties acting in concert with the
acquirer) during the previous 12 months. This mandatory bid requirement is triggered if, unless the Panel otherwise consents, an acquisition of shares would
(i) increase the aggregate holding of an acquirer (including the holdings of any parties acting in concert with the acquirer) to shares representing 30% or more of
the voting rights in us, or (ii) in the case of a person holding (together with its concert parties) shares representing 30% or more of the voting rights in us, after
giving effect to the acquisition, increase the percentage of the voting rights held by that person (together with its concert parties) by 0.05% within a 12-
month period. Any person (excluding any parties acting in concert with the holder) holding shares representing more than 50% of the voting rights of a company is
not subject to these mandatory offer requirements in purchasing additional securities.
Voluntary Bid; Requirements to Make a Cash Offer and Minimum Price Requirements
A voluntary offer is an offer that is not a mandatory offer. If a bidder or any of its concert parties acquire our ordinary shares within the period of three
months prior to the commencement of the offer period, the offer price must be not less than the highest price paid for our ordinary shares by the bidder or its
concert parties during that period. The Irish Takeover Panel has the power to extend the “look back” period to 12 months if the Irish Takeover Panel, having regard
to the General Principles, believes it is appropriate to do so.
If the bidder or any of its concert parties has acquired our ordinary shares (i) during the period of 12 months prior to the commencement of the offer period
which represent more than 10% of our total ordinary shares or (ii) at any time after the commencement of the offer period, the offer shall be in cash (or
accompanied by a full cash alternative) and the price per ordinary share shall be not less than the highest price paid by the bidder or its concert parties during, in
the case of (i), the period of 12 months prior to the commencement of the offer period and, in the case of (ii), the offer period. The Irish Takeover Panel may apply
this rule to a bidder who, together with its concert parties, has acquired less than 10% of our total ordinary shares in the 12-month period prior to the
commencement of the offer period if the Panel, having regard to the General Principles, considers it just and proper to do so.
An offer period will generally commence from the date of the first announcement of the offer or proposed offer.
Substantial Acquisition Rules
The Irish Takeover Rules also contain rules governing substantial acquisitions of shares which restrict the speed at which a person may increase his or her
holding of shares and rights over shares to an aggregate of between 15% and 30% of the voting rights of our shares. Except in certain circumstances, an acquisition
or series of acquisitions of shares or rights over shares representing 10% or more of the voting rights of our shares is prohibited, if such acquisition(s), when
aggregated with shares or rights already held, would result in the acquirer holding 15% or more but less than 30% of the voting rights of our shares and such
acquisitions are made within a period of seven days. These rules also require accelerated disclosure of acquisitions of shares or rights over shares relating to such
holdings.
Frustrating Action
Under the Irish Takeover Rules, our board of directors is not permitted to take any action which might frustrate an offer for our shares once the board of
directors has received an approach which may lead to an offer or has reason to believe an offer is imminent except as noted below. Potentially frustrating actions
such as (i) the issue of shares, options or convertible securities, (ii) material acquisitions or disposals, (iii) entering into contracts other than in the ordinary course
of business or (iv) any action, other than seeking alternative offers, which may result in frustration of an offer, are prohibited during the course of an offer or at any
time during which the board has reason to believe an offer is imminent. Exceptions to this prohibition are available where:
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the action is approved by the offeree at a general meeting; or
with the consent of the Irish Takeover Panel where:
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the Irish Takeover Panel is satisfied the action would not constitute a frustrating action;
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the holders of 50% of the voting rights state in writing that they approve the proposed action and would vote in favor of it at a general
meeting;
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the action is taken in accordance with a contract entered into prior to the announcement of the offer; or
the decision to take such action was made before the announcement of the offer and either has been at least partially implemented or is in
the ordinary course of business.
Corporate Governance
Our articles of association delegate the day-to-day management of us to the board of directors. The board of directors may then delegate the management of
us to committees, executives or to a management team, but regardless, the directors will remain responsible, as a matter of Irish law, for the proper management of
our affairs.
Our corporate governance guidelines and general approach to corporate governance as reflected in our memorandum and articles of association and our internal
policies and procedures are guided by U.S. practice and applicable federal securities laws and regulations and the requirements of the New York Stock
Exchange. Although we are an Irish public limited company, we are not subject to the listing rules of Euronext Dublin or the listing rules of the U.K. Listing
Authority and we are therefore not subject to, nor will we adopt, the U.K. Corporate Governance Code, any guidelines issued by the Investment Association or
the Pre-Emption Group Statement of Principles, or any other non-statutory Irish or U.K. governance standards or guidelines. While there are many similarities and
overlaps between the U.S. corporate governance standards applied by us and the U.K. Corporate Governance Code and other Irish/U.K. governance standards or
guidelines, there are differences, in particular relating to the extent of the authorization to issue share capital and effect share repurchases that may be granted to the
board and the criteria for determining the independence of directors.
Duration; Dissolution; Rights upon Liquidation
Our duration is unlimited. We may be dissolved and wound up at any time by way of either a shareholders’ voluntary winding up or a creditors’ winding
up. In the case of a shareholders’ voluntary winding up, the consent of not less than 75% of the votes cast by our shareholders is required. We may also be
dissolved by way of court order on the application of a creditor or the Director of Corporate Enforcement (where the court is satisfied on a petition of the Director
of Corporate Enforcement that it is in the public interest that we should be would up), or by the Companies Registration Office (by way of strike-off) as an
enforcement measure where we have failed to file certain returns.
The rights of the shareholders to a return of our assets on dissolution or winding up, following the settlement of all claims of creditors, may be prescribed in
our memorandum and articles of association or the terms of any preferred shares issued by our directors from time to time. The holders of preferred shares in
particular may have the right to priority in a dissolution or winding up of us. If the articles of association contain no specific provisions in respect of a dissolution
or winding up then, subject to the priorities of any creditors, the assets will be distributed to shareholders in proportion to the paid-up par value of the shares
held. Our articles of association provide that our ordinary shareholders are entitled to participate pro rata in a winding up, but their right to do so may be subject to
the rights of any preferred shareholders to participate under the terms of any series or class of preferred shares.
Stock Exchange Listing
Our ordinary shares are listed on the New York Stock Exchange under the symbol “JCI”.
Uncertificated Shares
Pursuant to the Irish Companies Act a shareholder is entitled to be issued a share certificate on request and subject to payment of a nominal fee.
Transfer and Registration of Shares
Our share register is maintained by its transfer agent. Registration in this share register is determinative of membership in us. A shareholder of ours who
holds shares beneficially is not the holder of record of such shares. Instead, the depository (for example, Cede & Co., as nominee for DTC) or other nominee is the
holder of record of such shares. Accordingly, a transfer of shares from a person who holds such shares beneficially to a person who also holds such shares
beneficially through the same depository or other nominee will not be registered in our official share register, as the depository or other nominee will remain the
record holder of such shares.
A written instrument of transfer is required under Irish law in order to register on our official share register any transfer of shares (i) from a person who holds such
shares directly to any other person, (ii) from a person who holds such shares beneficially to a person who holds such shares directly, or (iii) from a person who
holds such shares beneficially to another person who holds such shares beneficially where the transfer involves a change in the depository or other nominee that is
the record owner of the transferred shares. An instrument of transfer also is required for a shareholder who directly holds shares to transfer those shares into his or
her own broker account (or vice versa). Such instruments of transfer may give rise to Irish stamp duty, which must be paid prior to registration of the transfer on
our official Irish share register.
We may, in our absolute discretion, pay or cause one of our affiliates to pay any stamp duty. Our articles of association provide that, in the event of any such
payment, we shall be entitled to (i) seek reimbursement from the buyer, (ii) set-off the amount of the stamp duty against future dividends on such shares, and
(iii) claim a first and permanent lien on our ordinary shares acquired by such buyer and any dividends paid on such shares. Parties to a share transfer may assume
that any stamp duty arising in respect of a transaction in our ordinary shares has been paid unless one or both of such parties is otherwise notified by us.
Our articles of association delegate to our Secretary (or his or her nominee) the authority to execute an instrument of transfer on behalf of a transferring
party. In order to help ensure that the official share register is regularly updated to reflect trading of our ordinary shares occurring through normal electronic
systems, we regularly produce any required instruments of transfer in connection with any transactions for which we pay stamp duty (subject to the reimbursement
and set-off rights described above). In the event that we notify one or both of the parties to a share transfer that we believe stamp duty is required to be paid in
connection with such transfer and that we will not pay such stamp duty, such parties may either themselves arrange for the execution of the required instrument of
transfer (and may request a form of instrument of transfer from us for this purpose) or request that we execute an instrument of transfer on behalf of the
transferring party in a form determined by us. In either event, if the parties to the share transfer have the instrument of transfer duly stamped (to the extent
required) and then provide it to our transfer agent, the transferee will be registered as the legal owner of the relevant shares on our official Irish share register
(subject to the matters described below).
Our directors have general discretion to decline to register an instrument of transfer unless the transfer is in respect of one class of shares only, the instrument
of transfer is accompanied by the certificate of shares to which it relates and such other evidence as the directors may reasonably require to show the right of the
transferor to make the transfer, a fee of €10 or such lesser sum is paid to us, the instrument of transfer is in favor of not more than four transferees and it is lodged
at our registered office or such other place as the board of directors may appoint.
The registration of transfers may be suspended by the directors at such times and for such period, not exceeding in the whole 30 days in each year, as the
directors may from time to time determine.
Formation; Fiscal Year; Registered Office
We were incorporated in Ireland as a public limited company on May 9, 2014 (under the name “Tyco International plc”) with company registration number
543654. Our fiscal year ends on September 30 of each year and our registered address is One Albert Quay, Cork, T12 X8N6, Ireland.
No Sinking Fund
The ordinary shares have no sinking fund provisions.
No Liability for Further Calls or Assessments
When the ordinary shares are issued, they will be duly and validly issued, fully paid and nonassessable.
DESCRIPTION OF JCI PLC NOTES
Capitalized terms used in this "Description of JCI plc Notes" and not otherwise defined have the meanings set forth under the heading "—Definitions" below.
For purposes of this "Description of JCI plc Notes" section, (a) the terms "JCI plc," "we," and "us" refer only to Johnson Controls International plc, a public limited
company organized under the laws of Ireland, and its successors permitted by the terms of the JCI plc Indenture (as defined below) and (b) the term "Johnson
Controls" refers to Johnson Controls International plc and its consolidated subsidiaries.
For purposes of this description, the “JCI plc Notes” mean the following series of notes issues by JCI plc:
Exhibit 4.9
Initial Aggregate
Principal
Amount (millions)
Series of JCI plc
Notes
$500
$450
€1,000
$500
$400
$300
$250
$450
$125
$450
$42.166
€500
$750
$750
$500
4.25% Senior Notes due 2021
3.750% Senior Notes due 2021
1.00% Senior Notes due 2023
3.625% Senior Notes due 2024
6.000% Notes due 2036
5.70% Senior Notes due 2041
5.250% Senior Notes due 2041
4.625% Senior Notes due 2044
6.950% Debentures due December 1, 2045
4.950% Senior Notes due 2064
4.625% Notes due 2023
1.375% Notes due 2025
3.900% Notes due 2026
5.125% Notes due 2045
4.500% Senior Notes Due 2047
Each series of JCI plc Notes is a series of debt securities that were issued under an Indenture and a supplemental indenture thereto (collectively, the "JCI plc
Indenture"), between JCI plc and U.S. Bank National Association, as trustee (the "Trustee"). Elavon Financial Services DAC, UK Branch, as paying agent for the
JCI plc 1.375% Notes due 2025 and 1.000% Senior Notes due 2023 (collectively, the “JCI plc Euro Notes”), is also a party to the supplemental indentures related
to the issuance of the JCI plc Euro Notes. We also entered into separate agency agreements among us, Elavon Financial Services DAC, UK Branch, as paying
agent for the JCI plc Euro Notes, and (1) Elavon Financial Services DAC, as transfer agent and security registrar for the JCI plc notes other than the 1.000% Senior
Notes due 2023 and 4.500% Senior Notes Due 2047 and (2) U.S. Bank National Association as transfer agent, security registrar and Trustee for the 1.000% Senior
Notes due 2023 and 4.500% Senior Notes Due 2047. The terms of the JCI plc Notes include those expressly set forth in such notes and the JCI plc Indenture and
those made part of the JCI plc Indenture by reference to the Trust Indenture Act.
This description is a summary of the material provisions of the JCI plc Notes and the JCI plc Indenture. This description does not restate those agreements and
instruments in their entirety. You are encouraged to read the applicable JCI plc Notes and the JCI plc Indenture, as supplemented, which is filed as an exhibit to
this Annual Report on Form 10-K, carefully and in their entirety as they contain information not included in this summary.
General
The JCI plc Notes are unsecured, unsubordinated obligations of JCI plc. The Notes rank senior in right of payment to JCI plc's existing and future
indebtedness and other obligations that are expressly subordinated in right of payment to the Notes; equal in right of payment to JCI plc's existing and future
indebtedness and other obligations that are not so subordinated; effectively junior to any of JCI plc's secured indebtedness and other obligations to the extent of the
value of the assets securing such indebtedness or other obligations; and structurally junior to all existing and future indebtedness and other obligations incurred by
JCI plc's subsidiaries.
The JCI plc Notes (other than the JCI plc Euro Notes) (the "JCI plc Dollar Notes") were issued in book-entry form, represented by Dollar Global Securities
(as defined below), and delivered through the facilities of DTC. The JCI plc Euro Notes were issued in book-entry form, represented by Euro Global Securities (as
defined below) deposited with or on behalf of a common depositary on behalf of Clearstream and Euroclear and registered in the name of the nominee of the
common depositary for the accounts of Clearstream and Euroclear.
The JCI plc Dollar Notes were issued in registered form without interest coupons and only in denominations of $2,000 and whole multiples of $1,000 in
excess thereof. The JCI plc Euro Notes were issued in registered form without interest coupons and only in denominations of €100,000 and whole multiples of
€1,000 in excess thereof.
The table below sets forth the interest rate and calculation method, interest payment dates, and maturity date for each series of JCI plc Notes. Interest with
respect to each series of JCI plc Notes is payable on each interest payment date to the holders of record at the close of business on each corresponding record date
indicated below.
Series of JCI plc Notes
Interest Rate and
Calculation Method
Interest
Payment Dates
Record Dates
Maturity Date
4.25% Senior Notes due 2021
4.25% per annum, calculated on the basis of a 360-day year
consisting of twelve 30-day months
March 1 and
September 1
Preceding February 15 and
August 15, respectively
March 1, 2021
3.750% Senior Notes due 2021
3.750% per annum, calculated on the basis of a 360-day year
June 1 and December 1 Preceding May 15 and
December 1, 2021
consisting of twelve 30-day months
November 15, respectively
1.00% Senior Notes due 2023
1.000% per annum, calculated based on the actual number of
days in the period for which interest is being calculated and the
actual number of days from and including the last date on which
interest was paid (or March 15, 2017, if no interest has been
paid), to but excluding the next scheduled interest payment date
(ACTUAL/ACTUAL (ICMA)).
September 15
Preceding September 1
September 15, 2023
3.625% Senior Notes due 2024
3.625% per annum, calculated on the basis of a 360-day year
January 2 and July 2
Preceding December 18 and
July 2, 2024
consisting of twelve 30-day months
June 18, respectively
6.000% Notes due 2036
6.000% per annum, calculated on the basis of a 360-day year
January 15 and July 15 Preceding January 1 and July 1,
January 15, 2036
consisting of twelve 30-day months
respectively
5.70% Senior Notes due 2041
5.70% per annum, calculated on the basis of a 360-day year
consisting of twelve 30-day months
March 1 and
September 1
Preceding February 15 and
August 15, respectively
March 1, 2041
5.250% Senior Notes due 2041
5.250% per annum, calculated on the basis of a 360-day year
June 1 and December 1 Preceding May 15 and
December 1, 2041
consisting of twelve 30-day months
November 15, respectively
4.625% Senior Notes due 2044
4.625% per annum, calculated on the basis of a 360-day year
January 2 and July 2
Preceding December 18 and
July 2, 2044
consisting of twelve 30-day months
June 18, respectively
6.950% Debentures due
December 1, 2045
6.950% per annum, calculated on the basis of a 360-day year
June 1 and December 1 Preceding May 15 and
December 1, 2045
consisting of twelve 30-day months
November 15, respectively
4.950% Senior Notes due 2064
4.950% per annum, calculated on the basis of a 360-day year
January 2 and July 2
Preceding December 18 and
July 2, 2064
consisting of twelve 30-day months
June 18, respectively
4.625% Notes due 2023
4.625% per annum, calculated on the basis of a 360-day year
January 15 and July 15 Preceding January 1 and July 1,
January 15, 2023
consisting of twelve 30-day months
respectively
1.375% Notes due 2025
1.375% per annum, calculated based on the actual number of days
in the period for which interest is being calculated and the actual
number of days from and including the last date on which interest
was paid (or February 25, 2016, if no interest has been paid), to
but excluding the next scheduled interest payment date
(ACTUAL/ACTUAL (ICMA)).
February 25
Preceding February 10
February 25, 2025
3.900% Notes due 2026
3.900% per annum, calculated on the basis of a 360-day year
February 14 and
5.125% Notes due 2045
5.125% per annum, calculated on the basis of a 360-day year
consisting of twelve 30-day months
consisting of twelve 30-day months
August 14
March 14 and
September 14
Preceding February 1 and
August 1, respectively
Preceding March 1 and
September 1, respectively
February 14, 2026
September 14, 2045
4.500 Senior Notes due 2047
4.500% per annum, calculated on the basis of a 360-day year
consisting of twelve 30-day months
February 15 and
August 15
Preceding February 1 and August
1, respectively
February 15, 2047
Except as provided below, the JCI plc Notes are not subject to redemption, repurchase or repayment at the option of any holder thereof, upon the occurrence
of any particular circumstance or otherwise. The JCI plc Notes do not have the benefit of any sinking fund. The JCI plc Notes are not convertible into or
exchangeable for shares or other securities of JCI plc.
JCI plc Indenture May Be Used for Future Issuances
We may, without the consent of the then existing holders of the JCI plc Notes of any series, "re-open" any series of JCI plc Notes and issue additional JCI plc
Notes of such series, which additional JCI plc Notes will have the same terms as the JCI plc Notes of such
series except for the issue price, issue date and, under some circumstances, the first interest payment date; provided that, if such additional JCI plc Notes are not
fungible with the JCI plc Notes of the applicable series for U.S. federal income tax purposes, such additional JCI plc Notes will have a separate CUSIP, ISIN
and/or other identifying number, as applicable. Additional JCI plc Notes issued in this manner will form a single series with the JCI plc Notes of the applicable
series.
In addition, the JCI plc Indenture does not limit the amount of debt securities that can be issued thereunder and provides that debt securities of any series may
be issued thereunder up to the aggregate principal amount that we may authorize from time to time. All debt securities issued as a series, including those issued
pursuant to any reopening of a series, will vote together as a single class. Debt securities issued pursuant to the JCI plc Indenture may have terms that differ from
those of the JCI plc Notes, as set forth in Section 2.01 of the JCI plc Indenture.
Issuance of JCI plc Euro Notes in Euros
All payments of interest and principal, including payments made upon any redemption or repurchase of the JCI plc Euro Notes, will be payable in euros. If the
euro is unavailable to us due to the imposition of exchange controls or other circumstances beyond our control or if the euro is no longer being used by the then
member states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within
the international banking community, then all payments in respect of the JCI plc Euro Notes will be made in U.S. dollars until the euro is again available to us or
so used. In such circumstances, the amount payable on any date in euros will be converted into U.S. dollars at the rate mandated by the U.S. Federal Reserve Board
as of the close of business on the second business day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of
conversion, on the basis of the then most recent U.S. dollar/euro exchange rate available on or prior to the second business day prior to the relevant payment date
as determined by JCI plc in its sole discretion. Any payment in respect of the JCI plc Euro Notes so made in U.S. dollars will not constitute an Event of Default (as
defined below) under the JCI plc Euro Notes or the JCI plc Indenture. Neither the Trustee nor the paying agent for the JCI plc Euro Notes shall have any
responsibility for any calculation or conversion in connection with the foregoing.
Optional Redemption
JCI plc Dollar Notes
Prior to the applicable Par Call Date set forth in the table below, JCI plc may, at its option, redeem the JCI plc Dollar Notes of any series (other than the
JCI plc Dollar Notes designated as "non-par callable" under the caption "Par Call Date" and/or "non-callable prior to maturity" under the caption "Applicable
Spread" in the table below), in whole at any time or in part from time to time (in $1,000 increments, provided that any remaining principal amount thereof shall be
at least the minimum authorized denomination thereof), at a redemption price equal to the greater of (the "Applicable Par Call Date Notes Premium"):
(i) 100% of the principal amount of the JCI plc Dollar Notes of the applicable series to be redeemed, and
(ii) as determined by the Quotation Agent and delivered to the Trustee in writing, the sum of the present values of the remaining scheduled
payments of principal and interest thereon that would be due if the applicable JCI plc Dollar Notes matured on the applicable Par Call Date (exclusive of
interest accrued to the redemption date), discounted to the redemption date (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Redemption Treasury Rate plus the Applicable Spread set forth in the table below, plus, in either situation (i) or (ii), accrued and unpaid interest, if any,
thereon to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant
interest payment date).
On or after the applicable Par Call Date, JCI plc may, at its option, redeem the JCI plc Dollar Notes of any series (other than the JCI plc Dollar Notes
designated as "non-par callable" under the caption "Par Call Date" and/or "non-callable prior to maturity" under the caption "Applicable Spread" in the table
below), in whole at any time or in part from time to time (in $1,000 increments, provided that any remaining principal amount thereof shall be at least the
minimum authorized denomination thereof), at a redemption price equal to 100% of the principal amount of the JCI plc Dollar Notes of the applicable series to be
redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date (subject to the right of holders of record on the relevant record
date to receive interest due on the relevant interest payment date).
JCI plc may, at its option, redeem each series of JCI plc Dollar Notes designated as "non-par callable" under the caption "Par Call Date" and not designated as
"non-callable prior to maturity" under the caption "Applicable Spread" in the table below, in whole at any time or in part from time to time (in $1,000 increments,
provided that any remaining principal amount thereof shall be at least the minimum authorized denomination thereof), at a redemption price equal to the greater of
(the "Applicable Non-Par Call Date Notes Premium"):
(i) 100% of the principal amount of the JCI plc Dollar Notes of the applicable series to be redeemed, and
(ii) as determined by the Quotation Agent and delivered to the Trustee in writing, the sum of the present values of the remaining scheduled
payments of principal and interest thereon (exclusive of interest accrued to the redemption date), discounted to the redemption date (assuming a 360-day
year consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus the Applicable Spread set forth in the table below, plus, in
either situation (i) or (ii), accrued and unpaid interest, if any, thereon to, but excluding, the redemption date (subject to the right of holders of record on
the relevant record date to receive interest due on the relevant interest payment date).
Each series of JCI plc Dollar Notes designated as "non-callable prior to maturity" under the caption "Applicable Spread" in the table below is not redeemable
prior to maturity.
The Par Call Date, Applicable Spread and minimum authorized denominations for each series of JCI plc Dollar Notes are as follows:
Series of JCI plc Dollar Notes
Par Call Date
Applicable Spread
4.25% Senior Notes due 2021
non-par callable
15 basis points
3.750% Senior Notes due 2021
September 1, 2021 (three months prior to the maturity date)
25 basis points
3.625% Senior Notes due 2024
April 2, 2024 (three months prior to the maturity date)
6.000% Notes due 2036
5.70% Senior Notes due 2041
non-par callable
non-par callable
5.250% Senior Notes due 2041
June 1, 2041 (six months prior to the maturity date)
4.625% Senior Notes due 2044
January 2, 2044 (six months prior to the maturity date)
15 basis points
25 basis points
20 basis points
35 basis points
20 basis points
6.950% Debentures due 2045
non-par callable
non-callable prior to maturity
4.950% Senior Notes due 2064
January 2, 2064 (six months prior to the maturity date)
4.625% Notes due 2023
3.900% Notes due 2026
5.125% Notes due 2045
October 15, 2022 (three months prior to the maturity date)
November 14, 2025 (three months prior to the maturity date)
30 basis points
March 14, 2045 (six months prior to the maturity date)
4.500 Senior Notes due 2047
August 15, 2046 (six months prior to the maturity date)
25 basis points
20 basis points
35 basis points
25 basis points
Minimum
Authorized
Denominations
2,000
2,000
2,000
2,000
2,000
2,000
2,000
2,000
2,000
2,000
2,000
2,000
2,000
$
$
$
$
$
$
$
$
$
$
$
$
$
"Adjusted Redemption Treasury Rate," with respect to any redemption date for the JCI plc Dollar Notes of any series, means the rate equal to the semiannual
equivalent yield to maturity or interpolated (on a 30/360 day count basis) yield to maturity of the Comparable Redemption Treasury Issue, assuming a price for the
Comparable Redemption Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Redemption Treasury Price for such
redemption date.
"Comparable Redemption Treasury Issue" means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the
remaining term of the JCI plc Dollar Notes to be redeemed that would be utilized at the time of selection and in accordance with customary financial practice in
pricing new issues of corporate debt securities of comparable maturity to the remaining term of such JCI plc Dollar Notes.
"Comparable Redemption Treasury Price," with respect to any redemption date for the JCI plc Dollar Notes of any series, means (i) the average of the
Redemption Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Redemption Reference Treasury Dealer
Quotations (unless there is more than one highest or lowest quotation, in which case only one such highest and/or lowest quotation shall be excluded), or (ii) if the
Quotation Agent obtains fewer than four such Redemption Reference Treasury Dealer Quotations, the average of all such Redemption Reference Treasury Dealer
Quotations.
"Independent Investment Banker" means one of the Redemption Reference Treasury Dealers appointed by us.
"Quotation Agent" means a Redemption Reference Treasury Dealer appointed as such agent by JCI plc.
"Redemption Reference Treasury Dealer" means (1) each of Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated (with respect
to the JCI plc Dollar Notes other than the 4.500 Senior Notes due 2047) and J.P. Morgan Securities LLC (with respect to the 4.500 Senior Notes due 2047) (or their
respective Affiliates that are Primary Treasury Dealers (as defined below)) and their respective successors and (2) two other Primary Treasury Dealers selected by
JCI plc after consultation with the Independent Investment Banker; provided, however, that if any of the foregoing shall cease to be a primary U.S. government
securities dealer in New York City (a "Primary Treasury Dealer"), JCI plc will substitute therefor another Primary Treasury Dealer.
"Redemption Reference Treasury Dealer Quotations," with respect to each Redemption Reference Treasury Dealer and any redemption date for the JCI plc
Dollar Notes of any series, means the average, as determined by the Quotation Agent, of the bid and offer prices at 11:00 a.m., New York City time, for the
Comparable Redemption Treasury Issue (expressed in each case as a percentage of its principal amount) for settlement on the redemption date quoted in writing to
the Quotation Agent by such Redemption Reference Treasury Dealer on the third business day preceding such redemption date.
JCI plc Euro Notes
Prior to November 25, 2024 (three months prior to the maturity date), JCI plc may, at its option, redeem the JCI plc 1.375% Notes due 2025, in whole at any
time or in part from time to time (in €1,000 increments, provided that any remaining principal amount thereof shall be at least the minimum authorized
denomination of €100,000), at a redemption price equal to the greater of (the "1.375% Notes due 2025 Premium") (i) 100% of the principal amount of the JCI plc
1.375% Notes due 2025 to be redeemed and (ii) the sum of the present values of the Remaining Scheduled Payments (as defined below) discounted to the
redemption date, on an annual basis (ACTUAL/ACTUAL (ICMA)), at a rate equal to the Treasury Rate (as defined below) plus 20 basis points plus, in either case,
accrued and unpaid interest, if any, thereon to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive
interest due on the relevant interest payment date).
On or after November 25, 2024 (three months prior to their maturity date), JCI plc may, at its option, redeem the JCI plc 1.375% Notes due 2025, in whole at
any time or in part from time to time (in €1,000 increments, provided that any remaining principal amount thereof shall be at least the minimum authorized
denomination of €100,000), at a redemption price equal to 100% of the principal amount of the JCI plc 1.375% Notes due 2025 to be redeemed, plus accrued and
unpaid interest, if any, thereon to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on
the relevant interest payment date).
Prior to June 15, 2023 (three months prior to the maturity date), JCI plc may, at its option, redeem the JCI plc 1.000% Senior Notes due 2023, in whole at any
time or in part from time to time (in €1,000 increments, provided that any remaining principal amount thereof shall be at least the minimum authorized
denomination of €100,000), at a redemption price equal to the greater of (the "1.000.% Notes due 2023 Premium" and, collectively with the 1.375% Notes due
2025 Premium, the “Applicable Euro Notes Premium”) (i) 100% of the principal amount of the JCI plc 1.000% Senior Notes due 2023 to be redeemed and (ii) the
sum of the present values of the Remaining Scheduled Payments (as defined below) discounted to the redemption date, on an annual basis (ACTUAL/ACTUAL
(ICMA)), at a rate equal to the Treasury Rate (as defined below) plus 20 basis points plus, in either case, accrued and unpaid interest, if any, thereon to, but
excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
On or after June 15, 2023 (three months prior to their maturity date), JCI plc may, at its option, redeem the JCI plc 1.000% Senior Notes due 2023, in whole at
any time or in part from time to time (in €1,000 increments, provided that any remaining principal amount thereof shall be at least the minimum authorized
denomination of €100,000), at a redemption price equal to 100% of the principal amount of the JCI plc 1.000% Senior Notes due 2023 to be redeemed, plus
accrued and unpaid interest, if any, thereon to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive
interest due on the relevant interest payment date).
"Treasury Rate" means the rate per annum (which, if less than zero, shall be deemed to be zero) equal to the annual equivalent yield to maturity of the
Reference Bond (as defined below), assuming a price for the Reference Bond (expressed as a percentage of its principal amount) equal to the middle market price
of the Reference Bond prevailing at 11:00 a.m. (London time) on the third business day preceding such redemption date as determined by us or an independent
investment bank appointed by us.
"Reference Bond" means, in relation to any Treasury Rate calculation, a German government bond whose maturity is closest to the maturity of the applicable
JCI plc Euro Notes, or if we or an independent investment bank appointed by us considers that such similar bond is not in issue, such other German government
bond as we or an independent investment bank appointed by us, with the advice of three brokers of, and/or market makers in, German government bonds selected
by us or an independent investment bank appointed by us, determine to be appropriate for determining the Treasury Rate.
"Remaining Scheduled Payments" means, with respect to each JCI plc Euro Note to be redeemed, the remaining scheduled payments of principal of and
interest on the relevant JCI plc Euro Note that would be due after the related redemption date but for the redemption. If that redemption date is not an interest
payment date with respect to a JCI plc Euro Note, the amount of the next succeeding scheduled interest payment on the relevant JCI plc Euro Note will be reduced
by the amount of interest accrued on the JCI plc Euro Note to the redemption date.
Redemption Upon Changes in Withholding Taxes
JCI plc may redeem all, but not less than all, of the JCI plc Notes of any series under the following conditions:
•
•
•
•
if there is an amendment to, or change in, the laws or regulations of a Relevant Taxing Jurisdiction (as defined below) or any change in the
application or official interpretation of such laws, including any action taken by, or a change in published administrative practice of, a taxing
authority or a holding by a court of competent jurisdiction, regardless of whether such action, change or holding is with respect to JCI plc, which
amendment or change is announced on or after the date of issuance of the applicable JCI plc Notes (or, in the case of any Relevant Taxing
Jurisdiction that becomes a Relevant Taxing Jurisdiction after the date of issuance of the applicable JCI plc Notes, after such later date);
as a result of such amendment or change, JCI plc becomes, or there is a material probability that JCI plc will become, obligated to pay Additional
Amounts (as defined below), on the next payment date with respect to the JCI plc Notes of such series;
JCI plc delivers to the Trustee a written opinion of independent tax counsel to JCI plc of recognized standing to the effect that JCI plc has, or there is
a material probability that it will become obligated, to pay Additional Amounts as a result of a change, amendment, official interpretation or
application described above; and
following the delivery of the opinion described in the previous bullet point, JCI plc provides notice of redemption not less than 30 days, but not more
than 90 days, prior to the redemption date. The notice of redemption cannot be given more than 90 days before the earliest date on which JCI plc
would be otherwise required to pay Additional Amounts, and the obligation to pay Additional Amounts must still be in effect when the notice is
given.
Upon the occurrence of each of the bullet points above, JCI plc may redeem the JCI plc Notes of such series at a redemption price equal to 100% of the
principal amount thereof, together with accrued and unpaid interest, if any, thereon to, but excluding, the redemption date (subject to the right of holders of record
on the relevant record date to receive interest due on the relevant interest payment date).
The foregoing provisions shall apply mutatis mutandis to any Successor Person (as defined below) to JCI plc.
Notice of Redemption
Notice of any redemption will be mailed, or delivered electronically if the JCI plc Notes are held by any depositary, at least 30 days but not more than 90 days
before the date fixed for such redemption to each holder of JCI plc Notes of a series to be redeemed. If less than all the JCI plc Notes of such series are to be
redeemed, the Trustee will select the outstanding JCI plc Notes of such series to be redeemed in accordance with a method that complies with the requirements, if
any, of any stock exchange on which such JCI plc Notes are listed, and the applicable procedures of the depositary, if the JCI plc Notes of such series are held by
any depositary; provided, however, that with respect to any JCI plc Notes not listed on any stock exchange and/or held by a depositary, the Trustee will select such
JCI plc Notes by lot or by such other method that the Trustee considers fair and appropriate.
Interest on such JCI plc Notes or portions of JCI plc Notes will cease to accrue on and after the date fixed for redemption, unless JCI plc defaults in the
payment of such redemption price and accrued interest (if any) with respect to any such JCI plc Note or portion thereof.
If any redemption date of any JCI plc Note is not a business day, then payment of principal and interest may be made on the next succeeding business day
with the same force and effect as if made on the nominal redemption date and no interest will accrue for the period after such nominal date.
Payment of Additional Amounts
All payments in respect of the JCI plc Notes will be made by JCI plc free and clear of, and without withholding or deduction for or on account of, any present
or future taxes, duties, levies, imposts, assessments or governmental charges of whatever nature ("Taxes") unless the withholding or deduction of such Taxes is
required by law.
In the event that JCI plc is required to withhold or deduct any amount for or on account of any Taxes imposed or levied by or on behalf of Ireland or any other
jurisdiction (other than the United States of America) in which JCI plc is organized, resident or doing business for tax purposes or from or through which payments
by or on behalf of JCI plc are made, or any political subdivision or any authority thereof or therein (each, but not including the United States of America or any
political subdivision or any authority thereof or therein, a "Relevant Taxing Jurisdiction") from any payment made under or with respect to any JCI plc Note,
JCI plc will pay such additional amounts ("Additional Amounts") so that the net amount received by each holder of JCI plc Notes (including Additional Amounts)
after such withholding or deduction will equal the amount that such holder would have received if such Taxes had not been required to be withheld or deducted.
Additional Amounts will not be payable with respect to a payment made to a holder of JCI plc Notes or a holder of beneficial interests in Global Securities
where such holder is subject to taxation on such payment by the Relevant Taxing Jurisdiction for any reason other than such Person's mere ownership of the
JCI plc Notes or beneficial interests or for or on account of:
•
•
•
•
•
•
•
•
•
any Taxes that are imposed or withheld solely because such holder or a fiduciary, settlor, beneficiary, or member of such holder if such holder is an
estate, trust, partnership, limited liability company or other fiscally transparent entity, or a Person holding a power over an estate or trust administered
by a fiduciary holder:
◦
◦
is or was present or engaged in, or is or was treated as present or engaged in, a trade or business in the Relevant Taxing Jurisdiction or has
or had a permanent establishment in the Relevant Taxing Jurisdiction;
has or had any present or former connection (other than the mere fact of ownership of such JCI plc Notes) with the Relevant Taxing
Jurisdiction, including being or having been a national citizen or resident thereof, being treated as being or having been a resident thereof or
being or having been physically present therein;
any estate, inheritance, gift, transfer, excise, personal property or similar Taxes imposed with respect to the JCI plc Notes;
any Taxes imposed solely as a result of the presentation of such JCI plc Notes, where presentation is required, for payment on a date more than
30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever is later,
except to the extent that the beneficiary or holder thereof would have been entitled to the payment of Additional Amounts had such JCI plc Notes
been presented for payment on any date during such 30-day period;
any Taxes imposed or withheld solely as a result of the failure of such holder or any other Person to comply with applicable certification,
information, documentation or other reporting requirements concerning the nationality, residence, identity or connection with the Relevant Taxing
Jurisdiction, if such compliance is required by statute or regulation of the Relevant Taxing Jurisdiction as a precondition to relief or exemption from
such Taxes;
any Taxes that are payable by any method other than withholding or deduction by JCI plc or any paying agent from payments in respect of such
JCI plc Notes;
any Taxes required to be withheld by any paying agent from any payment in respect of any JCI plc Notes if such payment can be made without such
withholding by at least one other paying agent;
any withholding or deduction for Taxes which would not have been imposed if the relevant JCI plc Notes had been presented to another paying agent
in a Member State of the European Union;
any withholding or deduction required pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (or any
amended or successor provisions), any regulations, rules, practices or agreements entered into pursuant thereto, official interpretations thereof or any
law implementing an intergovernmental approach thereto; or
any combination of the above conditions.
Additional Amounts also will not be payable to any holder of JCI plc Notes or the holder of a beneficial interest in a global JCI plc Note that is a fiduciary,
partnership, limited liability company or other fiscally transparent entity, or to such holder that is not the sole holder of such JCI plc Note or holder of such
beneficial interests in such JCI plc Note, as the case may be. This exception, however, will apply only to the extent that a beneficiary or settlor with respect to the
fiduciary, or a beneficial owner or member of the partnership, limited liability company or other fiscally transparent entity, would not have been entitled to the
payment of an Additional Amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment.
JCI plc also:
•
will make such withholding or deduction of Taxes;
•
•
•
will remit the full amount of Taxes so deducted or withheld to the relevant tax authority in accordance with all applicable laws;
will use its commercially reasonable efforts to obtain from each relevant tax authority imposing such Taxes certified copies of tax receipts evidencing
the payment of any Taxes so deducted or withheld; and
upon request, will make available to the holders of the JCI plc Notes, within 90 days after the date the payment of any Taxes deducted or withheld is
due pursuant to applicable law, certified copies of tax receipts evidencing such payment by JCI plc (unless, notwithstanding JCI plc's efforts to obtain
such receipts, the same are not obtainable).
At least 30 days prior to each date on which any payment under or with respect to the JCI plc Notes of a series is due and payable, if JCI plc will be obligated
to pay Additional Amounts with respect to such payment, JCI plc will deliver to the Trustee an Officer's Certificate stating the fact that such Additional Amounts
will be payable, the amounts so payable and such other information as is necessary to enable the Trustee to pay such Additional Amounts to holders of such JCI plc
Notes on the payment date.
In addition, JCI plc will pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest, penalties and Additional Amounts
with respect thereto, payable in a Relevant Taxing Jurisdiction in respect of the creation, issue, offering, enforcement, redemption or retirement of the JCI plc
Notes.
The foregoing provisions shall survive any termination or the discharge of the JCI plc Indenture and shall apply mutatis mutandis to any Successor Person to
JCI plc.
Whenever in the JCI plc Indenture, any JCI plc Notes, or in this "Description of JCI plc Notes" there is mentioned, in any context, the payment of principal,
premium, if any, redemption price, repurchase price, interest or any other amount payable under or with respect to any JCI plc Notes, such mention shall be
deemed to include the payment of Additional Amounts to the extent payable in the particular context.
Offer to Repurchase Upon Change of Control Triggering Event
Upon the occurrence of a Change of Control Triggering Event with respect to a series of JCI plc Notes (other than the 6.000% Notes due 2036, the 7.125%
Notes Due July 15, 2017 and the 6.950% Debentures due December 1, 2045), unless we have exercised our right to redeem the JCI plc Notes of such series by
giving irrevocable notice on or prior to the 30th day after the Change of Control Triggering Event in accordance with the JCI plc Indenture, each holder of JCI plc
Notes of such series will have the right to require us to purchase all or a portion of such holder's JCI plc Notes of such series pursuant to the offer described below
(the "Change of Control Offer"), at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, thereon to, but
excluding, the date of purchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date)
(the "Change of Control Payment"). If the Change of Control Payment Date (as defined below) falls on a day that is not a business day, the related payment of the
Change of Control Payment will be made on the next business day as if it were made on the date such payment was due, and no interest will accrue on the amounts
so payable for the period from and after such date to the next business day.
Within 30 days following the date upon which the Change of Control Triggering Event occurs or, at our option, prior to any Change of Control but after the
public announcement of the pending Change of Control, we will be required to send, by first class mail, or deliver electronically if the applicable JCI plc Notes are
held by any depositary, a notice to each holder of JCI plc Notes of the applicable series, with a copy to the Trustee, which notice will govern the terms of the
Change of Control Offer. Such notice will state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date
such notice is mailed or delivered electronically (or, in the case of a notice mailed or delivered electronically prior to the date of consummation of a Change of
Control, no earlier than 30 days nor later than 60 days from the date of the Change of Control Triggering Event), other than as may be required by law (the
"Change of Control Payment Date"). The notice, if mailed or delivered electronically prior to the date of consummation of the Change of Control, will state that
the Change of Control Offer is conditioned on the Change of Control being consummated on or prior to the Change of Control Payment Date.
On the Change of Control Payment Date, we will, to the extent lawful:
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accept or cause a third party to accept for payment all JCI plc Notes of the applicable series properly tendered pursuant to the Change of Control
Offer;
deposit or cause a third party to deposit with the applicable paying agent an amount equal to the Change of Control Payment in respect of all JCI plc
Notes of the applicable series properly tendered; and
deliver or cause to be delivered to the Trustee the JCI plc Notes of the applicable series properly accepted together with an Officer's Certificate
stating the aggregate principal amount of JCI plc Notes of each series being repurchased.
We will not be required to make a Change of Control Offer with respect to the JCI plc Notes of the applicable series if a third party makes such an offer in the
manner, at the times and otherwise in compliance with the requirements for such an offer made by us and such third party purchases all the JCI plc Notes of the
applicable series properly tendered and not withdrawn under its offer. In addition, we will not repurchase any JCI plc Notes of the applicable series if there has
occurred and is continuing on the Change of Control Payment Date an Event of Default under the JCI plc Indenture, other than a Default in the payment of the
Change of Control Payment on the Change of Control Payment Date.
We must comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the JCI plc Notes of the applicable series as a result of a
Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer
provisions of the JCI plc Notes of the applicable series, we will be required to comply with those securities laws and regulations and will not be deemed to have
breached our obligations under the Change of Control Offer provisions of the JCI plc Notes of such series by virtue of any such conflict.
The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or
substantially all" of the properties or assets of JCI plc and its subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase
"substantially all," there is no precise, established definition of the phrase under applicable law. Accordingly, the applicability of the requirement that we offer to
repurchase the JCI plc Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of JCI plc and its subsidiaries taken as
a whole to another "person" or "group" (as those terms are used in Section 13(d)(3) of the Exchange Act) may be uncertain.
Other Provisions of the JCI plc Euro Notes
Claims against JCI plc for the payment of principal or Additional Amounts, if any, of the JCI plc Euro Notes will be prescribed ten years after the applicable
due date for payment thereof. Claims against JCI plc for the payment of interest, if any, of the JCI plc Euro Notes will be prescribed five years after the applicable
due date for payment of interest.
Certain Covenants
The JCI plc Indenture contains the following covenants:
Limitation on Liens
JCI plc will not, and will not permit any Restricted Subsidiary to, issue, incur, assume or guarantee any Indebtedness that is secured by a lien upon any asset
that at the time of such issuance, assumption or guarantee constitutes a Principal Property, or any shares of stock of or Indebtedness issued by any Restricted
Subsidiary, whether now owned or hereafter acquired, without effectively providing that, for so long as such lien shall continue in existence with respect to such
secured Indebtedness, the JCI plc Notes and any other debt securities issued pursuant to the Indenture and any supplement thereto (together with, if JCI plc shall so
determine, any other Indebtedness of JCI plc ranking equally with the JCI plc Notes and any other debt securities issued pursuant to the Indenture and any
supplement thereto, it being understood that for purposes hereof, Indebtedness which is secured by a lien and Indebtedness which is not so secured shall not, solely
by reason of such lien, be deemed to be of different ranking) shall be equally and ratably secured by a lien ranking ratably with or equal to (or at JCI plc's option
prior to) such secured Indebtedness; provided, however, that the foregoing covenant shall not apply to:
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liens existing on the date the JCI plc Notes of the applicable series are first issued;
liens on the stock, assets or Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary, unless created in
contemplation of such Person becoming a Restricted Subsidiary;
liens on any assets or Indebtedness of a Person existing at the time such Person is merged with or into or consolidated with or acquired by JCI plc or
a Restricted Subsidiary or at the time of a purchase, lease or other acquisition of the assets of a corporation or firm as an entirety or substantially as
an entirety by JCI plc or any Restricted Subsidiary; provided, however, that no such lien shall extend to any other Principal Property of JCI plc or
such Restricted Subsidiary prior to such acquisition or to any other Principal Property thereafter acquired other than additions to such acquired
property;
liens on any Principal Property existing at the time of acquisition thereof by JCI plc or any Restricted Subsidiary, or liens to secure the payment of
the purchase price of such Principal Property by JCI plc or any Restricted Subsidiary, or to secure any Indebtedness incurred, assumed or guaranteed
by JCI plc or a Restricted Subsidiary for the purpose of financing all or any part of the purchase price of such Principal Property or improvements or
construction thereon, which Indebtedness is incurred, assumed or guaranteed prior to, at the time of or within one year after such acquisition, or in the
case of real property, completion of such improvement or construction or commencement of full operation of such property, whichever is later;
provided, however, that in the case of any such acquisition, construction or improvement,
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the lien shall not apply to any other Principal Property, other than the Principal Property so acquired, constructed or improved, and accessions thereto
and improvements and replacements thereof and the proceeds of the foregoing;
liens securing Indebtedness owing by any Restricted Subsidiary to JCI plc or a subsidiary thereof;
liens in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United
States of America or any State thereof, or in favor of any other country or any political subdivision thereof, to secure partial, progress, advance or
other payments pursuant to any contract, statute, rule or regulation or to secure any Indebtedness incurred or guaranteed for the purpose of financing
all or any part of the purchase price, or, in the case of real property, the cost of construction or improvement, of the Principal Property subject to such
liens, including liens incurred in connection with pollution control, industrial revenue or similar financings;
pledges, liens or deposits under workers' compensation or similar legislation, and liens thereunder that are not currently dischargeable, or in
connection with bids, tenders, contracts, other than for the payment of money, or leases to which JCI plc or any Restricted Subsidiary is a party, or to
secure the public or statutory obligations of JCI plc or any Restricted Subsidiary, or in connection with obtaining or maintaining self-insurance, or to
obtain the benefits of any law, regulation or arrangement pertaining to unemployment insurance, old age pensions, social security or similar matters,
or to secure surety, performance, appeal or customs bonds to which JCI plc or any Restricted Subsidiary is a party, or in litigation or other
proceedings in connection with the matters heretofore referred to in this clause, such as interpleader proceedings, and other similar pledges, liens or
deposits made or incurred in the ordinary course of business;
liens created by or resulting from any litigation or other proceeding that is being contested in good faith by appropriate proceedings, including liens
arising out of judgments or awards against JCI plc or any Restricted Subsidiary with respect to which JCI plc or such Restricted Subsidiary in good
faith is prosecuting an appeal or proceedings for review or for which the time to make an appeal has not yet expired; or final unappealable judgment
liens which are satisfied within 15 days of the date of judgment; or liens incurred by JCI plc or any Restricted Subsidiary for the purpose of obtaining
a stay or discharge in the course of any litigation or other proceeding to which JCI plc or such Restricted Subsidiary is a party;
liens for taxes or assessments or governmental charges or levies not yet due or delinquent; or that can thereafter be paid without penalty, or that are
being contested in good faith by appropriate proceedings; landlord's liens on property held under lease; and any other liens or charges incidental to
the conduct of the business of JCI plc or any Restricted Subsidiary, or the ownership of their respective assets, that were not incurred in connection
with the borrowing of money or the obtaining of advances or credit and that, in the opinion of the Board of Directors of JCI plc, do not materially
impair the use of such assets in the operation of the business of JCI plc or such Restricted Subsidiary or the value of such Principal Property for the
purposes of such business;
liens to secure JCI plc's or any Restricted Subsidiary's obligations under agreements with respect to spot, forward, future and option transactions,
entered into in the ordinary course of business;
liens not permitted by the foregoing clauses, inclusive, if at the time of, and after giving effect to, the creation or assumption of any such lien, the
aggregate amount of all outstanding Indebtedness of JCI plc and its Restricted Subsidiaries, without duplication, secured by all such liens not so
permitted by the foregoing bullets, inclusive, together with the Attributable Debt in respect of Sale and Lease-Back Transactions permitted by the
first bullet under "Limitation on Sale and Lease-Back Transactions" below, do not exceed the greater of $100,000,000 and 10% of Consolidated Net
Worth; and
any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part, of any lien referred to in the
foregoing bullets inclusive; provided, however, that the principal amount of Indebtedness secured thereby unless otherwise excepted under the
foregoing bullets shall not exceed the principal amount of Indebtedness so secured at the time of such extension, renewal or replacement (plus any
premium, fee, cost, expense or charge payable in connection with any such extension, renewal or replacement), and that such extension, renewal or
replacement shall be limited to all or a part of the assets, or any replacements therefor, that secured the lien so extended, renewed or replaced, plus
improvements and construction on such assets.
Limitation on Sale and Lease-Back Transactions
JCI plc will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction unless:
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JCI plc or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured
by a lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back
Transaction, without equally and ratably securing the JCI plc Notes of the applicable series pursuant to the covenant described under "Limitations on
Liens" above; or
the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property, as
determined by JCI plc's Board of Directors in good faith, and an amount equal to the net proceeds from the sale of the assets so leased is applied,
within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property,
commencement of the construction) of assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory
redemption or prepayment provision) of the JCI plc Notes and any other debt securities issued pursuant to the Indenture and any
supplement thereto or of Funded Indebtedness ranking on a parity with or senior to the JCI plc Notes and any other debt securities issued pursuant to
the Indenture and any supplement thereto; provided that there shall be credited to the amount of net proceeds required to be applied pursuant to this
provision an amount equal to the sum of (i) the principal amount of the JCI plc Notes and any other debt securities issued pursuant to the Indenture
and any supplement thereto delivered within 180 days of the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and
cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by JCI plc within such 180-day period, excluding
retirements of the JCI plc Notes and any other debt securities issued pursuant to the Indenture and any supplement thereto and other Funded
Indebtedness at maturity or pursuant to mandatory sinking fund or mandatory redemption or prepayment provisions.
Merger and Consolidation
JCI plc will not, directly or indirectly, consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets in one or a series of
related transactions to, any Person, unless:
(1) the resulting, surviving or transferee Person (the "Successor Person") will be a corporation, limited liability company, public limited company,
limited partnership or other entity organized and existing under the laws of (u) the United States of America, any State thereof or the District of Columbia,
(v) Ireland, (w) England and Wales, (x) Jersey, (y) any member state of the European Union as in effect on the date the JCI plc Notes of the applicable
series are first issued or (z) Switzerland; provided that the Successor Person (if not JCI plc) will expressly assume, by a supplemental indenture, executed
and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of JCI plc under the JCI plc Notes of the applicable series
and the JCI plc Indenture;
(2) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Person or any
Restricted Subsidiary as a result of such transaction as having been incurred by the Successor Person or such Restricted Subsidiary at the time of such
transaction), no Default shall have occurred and be continuing; and
(3) JCI plc shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel under the JCI plc Indenture, each stating that such
consolidation, merger or transfer and such supplemental indenture (if any) comply with the JCI plc Indenture.
Notwithstanding the foregoing, (A) any conveyance, transfer or lease of assets between or among JCI plc and its subsidiaries shall not be prohibited under the
JCI plc Indenture and (B) JCI plc may, directly or indirectly, consolidate with or merge with or into an Affiliate incorporated solely for the purpose of
reincorporating JCI plc in another jurisdiction within the United States of America, any State thereof or the District of Columbia, Ireland, England and Wales,
Jersey, any member state of the European Union as in effect on the date the JCI plc Notes of the applicable series are first issued or Switzerland to realize tax or
other benefits.
The Successor Person will succeed to, and be substituted for, and may exercise every right and power of, JCI plc under the JCI plc Indenture, and the
predecessor issuer, other than in the case of a lease, will be automatically released from all obligations under the JCI plc Notes and the JCI plc Indenture, including,
without limitation, the obligation to pay the principal of and interest on the JCI plc Notes of the applicable series.
Reports by JCI plc
So long as any JCI plc Notes are outstanding, JCI plc shall file with the Trustee, within 15 days after JCI plc is required to file with the SEC, copies of the
annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules
and regulations prescribe) that JCI plc may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act. JCI plc shall be deemed
to have complied with the previous sentence to the extent that such information, documents and reports are filed with the SEC via EDGAR, or any successor
electronic delivery procedure; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or
reports have been filed pursuant to the EDGAR system (or its successor). Delivery of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information
contained therein, including JCI plc's compliance with any of its covenants under the JCI plc Indenture (as to which the Trustee is entitled to rely exclusively on
Officer's Certificates).
JCI plc will furnish to the Trustee on or before 120 days after the end of each fiscal year an Officer's Certificate stating that in the course of the performance
by the signers of their duties as Officers of JCI plc, they would normally have knowledge of any Default by JCI plc in the performance or fulfillment or observance
of any covenants or agreements contained in the JCI plc Indenture during the preceding fiscal year, stating whether or not they have knowledge of any such Default
and, if so, specifying each such Default of which the signers have knowledge and the nature thereof.
Listing
The JCI plc Notes are listed on the New York Stock Exchange. We have no obligation to maintain such listing, and we may delist the JCI plc Notes at any
time.
Events of Default
As to any series of JCI plc Notes, an "Event of Default" means any one of the following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(1) failure to pay any interest on the JCI plc Notes of that series when due, which failure continues for 30 days;
(2) failure to pay principal or premium, if any, with respect to the JCI plc Notes of that series when due;
(3) failure on the part of JCI plc to observe or perform any other covenant, warranty or agreement in the JCI plc Notes of that series, or in the
JCI plc Indenture as it relates to the JCI plc Notes of that series, other than a covenant, warranty or agreement, a Default in whose performance or whose
breach is specifically dealt with elsewhere in the section of the JCI plc Indenture governing Events of Default, if the failure continues for 90 days after
written notice by the Trustee or the holders of at least 25% in aggregate principal amount of the JCI plc Notes of that series then outstanding;
(4) an Event of Default with respect to any other series of debt securities issued under the JCI plc Indenture or an uncured or unwaived failure to
pay principal of or interest on any of our other obligations for borrowed money beyond any period of grace with respect thereto if, in either case, (a) the
aggregate principal amount thereof is in excess of $200,000,000; and (b) the default in payment is not being contested by us in good faith and by
appropriate proceedings; and
(5) specified events of bankruptcy, insolvency, receivership or reorganization.
However, the Event of Default in clause (4) above is subject to the following:
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if such Event of Default with respect to such other series of debt securities issued under the JCI plc Indenture or such default in payment with respect
to such other obligations for borrowed money shall be remedied or cured by JCI plc or waived by the requisite holders of such other series of debt
securities or such other obligations for borrowed money, then the Event of Default under the JCI plc Indenture by reason thereof shall be deemed
likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Trustee or any of the holders of JCI plc
Notes; and
subject to certain duties, responsibilities and rights of the Trustee under the JCI plc Indenture, the Trustee shall not be charged with knowledge of any
such Event of Default with respect to such other series of debt securities issued under the JCI plc Indenture or such payment default with respect to
such other obligations for borrowed money unless written notice thereof shall have been given to a Trust Officer of the Trustee by JCI plc, by the
holder or an agent of the holder of such other obligations for borrowed money, by the trustee then acting under any indenture or other instrument
under which such payment default with respect to such other obligations for borrowed money shall have occurred, or by the holders of not less than
25% in aggregate principal amount of outstanding debt securities of such other series.
Notice and Declaration of Defaults
The JCI plc Indenture provides that the Trustee will, within the later of 90 days after the occurrence of a Default with respect to any series for which there are
JCI plc Notes outstanding which is continuing and which is known to a Trust Officer of the Trustee, or 60 days after such Default is actually known to such Trust
Officer of the Trustee or written notice of such Default is received by the Trustee, give to the holders of such JCI plc Notes notice, by mail as the names and
addresses of such holders appear on the security register, or electronically if such JCI plc Notes are held by any depositary, of all uncured Defaults known to it,
including events specified above without grace periods, unless such Defaults shall have been cured before the giving of such notice; provided, that except in the
case of Default in the payment of the principal of, premium, if any, or interest on any of the JCI plc Notes of any series, or in the payment of any sinking fund
installment with respect to the JCI plc Notes of any series, the Trustee shall be protected in withholding such notice to the holders if the Trustee in good faith
determines that withholding of such notice is in the interests of the holders of the JCI plc Notes of such series.
The Trustee or the holders of not less than 25% in aggregate principal amount of the outstanding JCI plc Notes of any series may declare the JCI plc Notes of
that series immediately due and payable upon the occurrence of any Event of Default. The holders of a
majority in principal amount of the outstanding JCI plc Notes of all series issued under the JCI plc Indenture and any supplement thereto affected by such waiver
(voting as one class), on behalf of the holders of all of the JCI plc Notes of all such series, may waive any existing Default and its consequences, except a Default
in the payment of principal, premium, if any, or interest, including sinking fund payments (provided, however, that only holders of a majority in principal amount
of the JCI plc Notes of an applicable series may rescind an acceleration with respect to such series and its consequences, including any related payment default that
resulted from such acceleration).
Actions upon Default
In case an Event of Default with respect to any series of JCI plc Notes occurs and is continuing, the JCI plc Indenture provides that the Trustee will be under
no obligation to exercise any of its rights or powers under the JCI plc Indenture at the request, order or direction of any of the holders of JCI plc Notes outstanding
of any series unless the applicable holders have offered to the Trustee reasonable security and indemnity, satisfactory to the Trustee in its sole discretion, against
any loss, liability or expense which may be incurred thereby. The right of a holder to institute a proceeding with respect to the JCI plc Notes of the applicable series
is subject to conditions precedent including notice and indemnity to the Trustee, but the right of any holder of any applicable JCI plc Note to receive payment of
the principal of, and premium, if any, and interest on their due dates or to institute suit for the enforcement thereof shall not be impaired or affected without the
consent of such holder.
The holders of a majority in aggregate principal amount of the JCI plc Notes outstanding of the series in Default will have the right to direct the time, method
and place for conducting any proceeding for any remedy available to the Trustee or exercising any power or trust conferred on the Trustee, in each case with
respect to such series. Any direction by such holders will be in accordance with law and the provisions of the JCI plc Indenture. Subject to certain provisions of the
JCI plc Indenture, the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith, by a Trust Officer or Trust Officers of the
Trustee, shall determine that the action or proceeding so directed may not be lawfully taken, would involve the Trustee in personal liability, would be materially or
unjustly prejudicial to the rights of holders of JCI plc Notes of such series not joining in such direction or would be unduly prejudicial to the interests of the holders
of JCI plc Notes and other debt securities issued under the JCI plc Indenture of all series not joining in the giving of such direction. The Trustee will be under no
obligation to act in accordance with any such direction unless the applicable holders offer the Trustee reasonable security and indemnity, satisfactory to the Trustee
in its sole discretion, against costs, expenses and liabilities which may be incurred thereby.
Modification of the JCI plc Indenture
JCI plc and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental to the JCI plc Indenture, which shall
conform to the provisions of the Trust Indenture Act as then in effect, without the consent of the holders of any series of JCI plc Notes for one or more of the
following purposes:
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to cure any ambiguity, defect or inconsistency in the JCI plc Indenture or JCI plc Notes of any series, including making any such changes as are
required for the JCI plc Indenture to comply with the Trust Indenture Act;
to add an additional obligor on the JCI plc Notes or to add a guarantor of any outstanding series of JCI plc Notes, or to evidence the succession of
another Person to JCI plc or any additional obligor or guarantor of the JCI plc Notes, or successive successions, and the assumption by the Successor
Person of the covenants, agreements and obligations of JCI plc or such obligor or guarantor, as the case may be, pursuant to provisions in the JCI plc
Indenture concerning consolidation, merger, the sale of assets or successor entities;
to provide for uncertificated debt securities in addition to or in place of certificated debt securities;
to add to the covenants of JCI plc for the benefit of the holders of any outstanding series of JCI plc Notes (and if such covenants are to be for the
benefit of less than all outstanding series of debt securities, stating that such covenants are expressly being included solely for the benefit of such
series) or to surrender any of JCI plc's rights or powers under the JCI plc Indenture;
to add any additional Events of Default for the benefit of the holders of any outstanding series of JCI plc Notes (and if such Events of Default are to
be applicable to less than all outstanding series, stating that such Events of Default are expressly being included solely to be applicable to such
series);
to change or eliminate any of the provisions of the JCI plc Indenture, provided that any such change or elimination shall not become effective with
respect to any outstanding JCI plc Note of any series created prior to the execution of such supplemental indenture which is entitled to the benefit of
such provision;
to secure the JCI plc Notes of any series;
to make any other change that does not adversely affect the rights of any holder of outstanding JCI plc Notes in any material respect;
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to provide for the issuance of and establish the form and terms and conditions of a series of debt securities, to provide which, if any, of the covenants
of JCI plc shall apply to such series, to provide which of the events of default set forth in the base indenture shall apply to such series, to name one or
more guarantors and provide for guarantees of such series, to provide for the terms and conditions upon which the guarantee by any guarantor of such
series may be released or terminated, or to define the rights of the holders of such series of debt securities;
to issue additional JCI plc Notes of any series to the extent permitted by the JCI plc Indenture; provided that such additional JCI plc Notes have the
same terms as, and be deemed part of the same series as, the applicable series of JCI plc Notes to the extent required under the JCI plc Indenture; or
to evidence and provide for the acceptance of appointment under the JCI plc Indenture by a successor Trustee with respect to the JCI plc Notes of one
or more series and to add to or change any of the provisions of the JCI plc Indenture as shall be necessary to provide for or facilitate the
administration of the trust thereunder by more than one Trustee.
In addition, under the JCI plc Indenture, with the consent (evidenced as provided in the JCI plc Indenture) of the holders of not less than a majority in
aggregate principal amount of the outstanding debt securities of all series affected by such supplemental indenture or indentures (voting as one class), JCI plc and
the Trustee from time to time and at any time may enter into an indenture or indentures supplemental to the JCI plc Indenture for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of the JCI plc Indenture or of any supplemental indenture thereto or of modifying in
any manner not covered by the immediately preceding paragraph the rights of the holders of the debt securities of each such series under the JCI plc Indenture.
However, the following changes may only be made with the consent of each holder of outstanding JCI plc Notes affected:
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extend a fixed maturity of or any installment of principal of any JCI plc Notes of any series or reduce the principal amount thereof or reduce the
amount of principal of any original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof;
reduce the rate of or extend the time for payment of interest on any JCI plc Note of any series;
reduce the premium payable upon the redemption of any JCI plc Note of any series;
• make any JCI plc Note of any series payable in currency other than that stated in the applicable JCI plc Note;
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impair the right to institute suit for the enforcement of any payment in respect of any JCI plc Note of any series on or after the fixed maturity thereof
or, in the case of redemption, on or after the redemption date;
• modify the subordination provisions applicable to any JCI plc Note of any series in a manner adverse in any material respect to the holder thereof; or
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reduce the aforesaid percentage of JCI plc Notes of the applicable series, the holders of which are required to consent to any such supplemental
indenture or indentures.
A supplemental indenture that changes or eliminates any covenant, event of default set forth in the base indenture or other provision of the JCI plc Indenture
that has been expressly included solely for the benefit of one or more particular series of debt securities, if any, or which modifies the rights of the holders of debt
securities of such series with respect to such covenant, event of default or other provision, shall be deemed not to affect the rights under the JCI plc Indenture of the
holders of securities of any other series.
Notwithstanding anything herein or otherwise, the provisions under the JCI plc Indenture relative to JCI plc's obligation to make any offer to repurchase the
JCI plc Notes of any series as a result of a Change of Control Triggering Event as provided under Section 4.08 of the base indenture may be waived or modified
with the written consent of the holders of a majority in principal amount of the outstanding debt securities of the applicable series or multiple affected series.
It will not be necessary for the consent of the holders of the JCI plc Notes of any series to approve the particular form of any proposed supplement,
amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.
Information Concerning the Trustee
If an Event of Default with respect to the JCI plc Notes of a series has occurred and is continuing, the Trustee shall exercise with respect to the JCI plc Notes
of such series such of the rights and powers vested in it by the JCI plc Indenture, and use the same degree of care and skill in its exercise, as a prudent Person
would exercise or use under the circumstances in the conduct of such Person's own affairs. If an Event of Default has occurred and is continuing, the Trustee will
be under no obligation to exercise any of its rights or powers under the JCI plc Indenture at the request, order or direction of any holders of JCI plc Notes of the
applicable series, unless such holders shall have offered to the Trustee security and indemnity, satisfactory to it in its sole discretion, against any loss, liability or
expense which may be incurred thereby, and then only to the extent required by the terms of the JCI plc Indenture. No provision of
the JCI plc Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under the
JCI plc Indenture or in the exercise of any of its rights or powers.
The Trustee may resign with respect to the JCI plc Notes of a series at any time by giving a written notice to JCI plc. The holders of a majority in principal
amount of the outstanding JCI plc Notes of a particular series may remove the Trustee with respect to such series of JCI plc Notes by notifying JCI plc and the
Trustee in writing. JCI plc may remove the Trustee if:
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the Trustee has or acquires a "conflicting interest," within the meaning of Section 310(b) of the Trust Indenture Act, and fails to comply with the
provisions of Section 310(b) of the Trust Indenture Act, or otherwise fails to comply with the eligibility requirements provided in the JCI plc
Indenture and fails to resign after written request therefor by JCI plc in accordance with the JCI plc Indenture;
the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any bankruptcy law;
a custodian or public officer takes charge of the Trustee or its property; or
the Trustee becomes incapable of acting.
If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee with respect to the JCI plc Notes of any series for any reason, JCI plc shall
promptly appoint a successor Trustee with respect to the JCI plc Notes of such series.
A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of the
appointment as provided in the JCI plc Indenture.
The Trustee and its Affiliates have engaged, currently are engaged, and may in the future engage in financial or other transactions with JCI plc and our
Affiliates in the ordinary course of their respective businesses.
Payment and Paying Agents
JCI plc will pay the principal of, premium, if any, and interest on the JCI plc Notes at any office of ours or any agency designated by us.
The Trustee was appointed by JCI plc as paying agent with regard to the JCI plc Dollar Notes. The location of the corporate trust office of the Trustee for
payment on the JCI plc Dollar Notes is U.S. Bank Global Corporate Trust Services, Attn: Payments, EP-MN-WS2N, 111 Fillmore Ave E, St. Paul, MN 55107-
1402.
The paying agent for the JCI plc Euro Notes is Elavon Financial Services DAC, UK Branch. For so long as the JCI plc Euro Notes are in global form,
payment of principal and interest on, and any other amount due in respect of, the JCI plc Euro Notes will be made by or to the order of the paying agent on behalf
of the common depositary or its nominee as the registered holder thereof. After payment by JCI plc or the paying agent of interest, principal or other amounts in
respect of the JCI plc Euro Notes to the common depositary (or its nominee), JCI plc will not have responsibility or liability for such amounts to Euroclear or
Clearstream, or to holders or beneficial owners of book-entry interests in the JCI plc Euro Notes.
In addition JCI plc will maintain a transfer agent and a security registrar for the JCI plc Notes. The transfer agent and security registrar for the JCI plc Notes
other than the 1.00% Senior Notes due 2023 and 4.500% Senior Notes Due 2047 is Elavon Financial Services DAC. The transfer agent and security registrar for
the 1.00% Senior Notes due 2023 and 4.500% Senior Notes Due 2047 is the Trustee.
The security registrar as to any series of JCI plc Notes will maintain a register reflecting ownership of the JCI plc Notes of such series outstanding from time
to time, if any, and together with the applicable transfer agent, will make payments on and facilitate transfers of the JCI plc Notes of such series on behalf of
JCI plc. No service charge will be made for any registration of transfer or exchange of JCI plc Notes. However, we may require holders to pay any transfer taxes or
other similar governmental charges payable in connection with any such transfer or exchange.
JCI plc may change or appoint any paying agent, security registrar or transfer agent with respect to the JCI plc Notes of a series without prior notice to the
holders of the JCI plc Notes of such series. JCI plc or any of its subsidiaries may act as paying agent, transfer agent or security registrar in respect of any JCI plc
Notes.
Governing Law
The JCI plc Indenture and any JCI plc Notes issued thereunder shall be deemed to be a contract made under the internal laws of the State of New York, and
for all purposes shall be construed in accordance with the laws of the State of New York without regard to conflicts of laws principles that would require the
application of any other law. The JCI plc Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of the JCI plc Indenture and
shall, to the extent applicable, be governed by such provisions.
Satisfaction and Discharge of the JCI plc Indenture
The JCI plc Indenture shall cease to be of further effect with respect to a series of JCI plc Notes if, at any time:
(a) JCI plc has delivered or has caused to be delivered to the Trustee for cancellation all JCI plc Notes of such series theretofore authenticated, other
than any JCI plc Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in the JCI plc Indenture, and JCI plc Notes
for whose payment funds or governmental obligations have theretofore been deposited in trust or segregated and held in trust by JCI plc and thereupon
repaid to JCI plc or discharged from such trust, as provided in the JCI plc Indenture; or
(b) all such JCI plc Notes of a particular series not theretofore delivered to the Trustee for cancellation have become due and payable or are by their
terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the
giving of notice of redemption, and JCI plc shall irrevocably deposit or cause to be deposited with the Trustee as trust funds the entire amount, in funds or
governmental obligations, or a combination thereof, sufficient to pay at maturity or upon redemption all JCI plc Notes of such series not theretofore
delivered to the Trustee for cancellation, including principal, premium, if any, and interest due or to become due on such date of maturity or redemption
date, as the case may be, and if in either case JCI plc shall also pay or cause to be paid all other sums payable under the JCI plc Indenture with respect to
such series by JCI plc.
With respect to any redemption of any JCI plc Notes that requires the payment of any premium, the amount deposited pursuant to the above paragraph shall
be sufficient for purposes of the JCI plc Indenture to the extent that an amount is so deposited with the Trustee or paying agent, as applicable, equal to t such
premium, on such JCI plc Notes calculated as of the date of the notice of redemption, with any deficit on the redemption date only required to be deposited with the
Trustee or paying agent, as applicable, on or prior to the redemption date.
Notwithstanding the above, JCI plc may not be discharged from the following obligations, which will survive until the date of maturity or the redemption
date, as the case may be, for the applicable series of JCI plc Notes:
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to make any interest or principal payments that may be required with respect to the JCI plc Notes of such series;
to register the transfer or exchange of the JCI plc Notes of such series;
to execute and authenticate the JCI plc Notes of such series;
to replace stolen, lost or mutilated JCI plc Notes of such series;
to maintain an office or agency with respect to the JCI plc Notes of such series;
to maintain paying agencies with respect to the JCI plc Notes of such series; and
to appoint new Trustees with respect to the JCI plc Notes of such series as required by the Indenture.
JCI plc also may not be discharged from the following obligations, which will survive the satisfaction and discharge of the applicable series of JCI plc Notes:
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to compensate and reimburse the Trustee in accordance with the terms of the JCI plc Indenture;
to receive unclaimed payments held by the Trustee for at least one year after the date upon which the principal, if any, or interest on the JCI plc Notes
of such series shall have respectively come due and payable and remit those payments to the holders thereof if required; and
to withhold or deduct taxes as provided in the JCI plc Indenture.
For purposes of this "Description of JCI plc Notes," the term "governmental obligations" shall have the following meaning with respect to the JCI plc Euro
Notes: (x) any security which is (i) a direct obligation of the German government or (ii) an obligation of a Person controlled or supervised by and acting as an
agency or instrumentality of the German government the payment of which is fully and unconditionally guaranteed by the German government, the central bank of
the German government or a governmental agency of the German government, which, in either case (x)(i) or (ii), is not callable or redeemable at the option of the
issuer thereof,
and (y) certificates, depositary receipts or other instruments which evidence a direct ownership interest in obligations described in clause (x)(i) or (x)(ii) above or
in any specific principal or interest payments due in respect thereof.
Defeasance and Discharge of Obligations
JCI plc's obligations with respect to the JCI plc Notes of any series will be discharged upon compliance with the conditions under the caption "Covenant
Defeasance"; provided that JCI plc may not be discharged from the following obligations, which will survive until such date of maturity or the redemption date, as
the case may be, for the applicable series of JCI plc Notes:
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to make any interest or principal payments that may be required with respect to the JCI plc Notes of such series;
to register the transfer or exchange of the JCI plc Notes of such series;
to execute and authenticate the JCI plc Notes of such series;
to replace stolen, lost or mutilated JCI plc Notes of such series;
to maintain an office or agency with respect to the JCI plc Notes of such series;
to maintain paying agencies with respect to the JCI plc Notes of such series; and
to appoint new Trustees with respect to the JCI plc Notes of such series as required by the Indenture.
JCI plc also may not be discharged from the following obligations, which will survive the satisfaction and discharge of the applicable series of JCI plc Notes:
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to compensate and reimburse the Trustee in accordance with the terms of the JCI plc Indenture;
to receive unclaimed payments held by the Trustee for at least one year after the date upon which the principal, if any, or interest on the JCI plc Notes
of such series shall have respectively come due and payable and remit those payments to the holders thereof if required; and
to withhold or deduct taxes as provided in the JCI plc Indenture.
Covenant Defeasance
Upon compliance with specified conditions, JCI plc, at its option and at any time, by written notice executed by an Officer delivered to the Trustee, may elect
to have its obligations, to the extent applicable, under the covenants described under "—Offer to Repurchase Upon Change of Control Triggering Event" and "—
Certain Covenants" above, and the operation of the Event of Default described in clause (4) of the first paragraph under the caption "—Events of Default" above,
discharged with respect to all outstanding JCI plc Notes of a series and the JCI plc Indenture insofar as such JCI plc Notes are concerned. For this purpose, such
covenant defeasance means that, with respect to the outstanding JCI plc Notes of a series, JCI plc may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference in the JCI plc Indenture to any such
covenant or by reason of reference in any such covenant to any other provision of the JCI plc Indenture or in any other document, and such omission to comply
shall not constitute a Default or an Event of Default relating to the applicable series of JCI plc Notes. These conditions are:
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JCI plc irrevocably deposits in trust with the Trustee or, at the option of the Trustee, with a trustee satisfactory to the Trustee and JCI plc, as the case
may be, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, funds or governmental obligations or a
combination thereof sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay principal of, premium, if any, and interest on the outstanding JCI plc Notes of such series to maturity or
redemption, as the case may be, and to pay all other amounts payable by it under the JCI plc Indenture (provided that, with respect to any redemption
of any JCI plc Notes that requires the payment of any premium, the amount deposited pursuant to the above paragraph shall be sufficient for purposes
of the JCI plc Indenture to the extent that an amount is so deposited with the Trustee or paying agent, as applicable, equal to the such premium on
such JCI plc Notes calculated as of the date of the notice of redemption, with any deficit on the redemption date only required to be deposited with
the Trustee or paying agent, as applicable, on or prior to the redemption date), provided that (A) the trustee of the irrevocable trust shall have been
irrevocably instructed to pay such funds or the proceeds of such governmental obligations to the Trustee and (B) the Trustee shall have been
irrevocably instructed to apply such funds or the proceeds of such governmental obligations to the payment of such principal, premium, if any, and
interest with respect to the JCI plc Notes of such series;
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JCI plc delivers to the Trustee an Officer's Certificate stating that all conditions precedent specified herein relating to defeasance or covenant
defeasance, as the case may be, have been complied with, and an Opinion of Counsel to the same effect;
no Event of Default shall have occurred and be continuing, and no event which with notice or lapse of time or both would become such an Event of
Default shall have occurred and be continuing, on the date of such deposit; and
JCI plc shall have delivered to the Trustee an Opinion of Counsel (which, in the case of a defeasance, must be based on a change in law) or a ruling
received from the U.S. Internal Revenue Service to the effect that the beneficial owners of the JCI plc Notes of such series will not recognize income,
gain or loss for U.S. federal income tax purposes as a result of JCI plc's exercise of such defeasance or covenant defeasance and will be subject to
U.S. Federal income tax in the same amount and in the same manner and at the same times as would have been the case if such election had not been
exercised.
Definitions
As used in the JCI plc Notes and this "Description of JCI plc Notes," the following defined terms shall have the following meanings with respect to the JCI plc
Notes:
"Affiliate", with respect to any specified Person, means any other Person directly or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.
"Attributable Debt," in connection with a Sale and Lease-Back Transaction, as of any particular time, means the aggregate of present values (discounted at a
rate that, at the inception of the lease, represents the effective interest rate that the lessee would have incurred to borrow over a similar term the funds necessary to
purchase the leased assets) of the obligations of JCI plc or any Restricted Subsidiary for net rental payments during the remaining term of the applicable lease,
including any period for which such lease has been extended or, at the option of the lessor, may be extended. The term "net rental payments" under any lease of
any period shall mean the sum of the rental and other payments required to be paid in such period by the lessee thereunder, not including any amounts required to
be paid by such lessee, whether or not designated as rental or additional rental, on account of maintenance and repairs, reconstruction, insurance, taxes,
assessments, water rates or similar charges required to be paid by such lessee thereunder or any amounts required to be paid by such lessee thereunder contingent
upon the amount of sales, maintenance and repairs, reconstruction, insurance, taxes, assessments, water rates or similar charges.
"Board of Directors" means the Board of Directors of JCI plc or any duly authorized committee of such Board of Directors.
"business day" means any day other than a Saturday or Sunday, (1) that is not a day on which banking institutions in the City of New York or London are
authorized or obligated by law, executive order or regulation to close, and (2) in respect of the JCI plc Euro Notes, on which the Trans-European Automated Real-
time Gross Settlement Express Transfer System (the TARGET2 system), or any successor thereto, is open.
"Change of Control" means the occurrence of any of the following after the date of issuance of the JCI plc Notes of the applicable series:
(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of
related transactions, of all or substantially all of our assets and the assets of our subsidiaries taken as a whole to any "person" or "group" (as those terms
are used in Section 13(d)(3) of the Exchange Act) other than to us or one of our subsidiaries, other than any such transaction or series of related
transactions where holders of our Voting Stock outstanding immediately prior thereto hold Voting Stock of the transferee Person representing a majority
of the voting power of the transferee Person's Voting Stock immediately after giving effect thereto;
(2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" or
"group" (as those terms are used in Section 13(d)(3) of the Exchange Act) (other than us or one of our subsidiaries) becomes the "beneficial owner" (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of our Voting Stock representing a majority of the voting power of our
outstanding Voting Stock;
(3) we consolidate with, or merge with or into, any Person, or any Person consolidates with, or merges with or into, us, in any such event pursuant
to a transaction in which any of our outstanding Voting Stock or Voting Stock of such other Person is converted into or exchanged for cash, securities or
other property, other than any such transaction where our Voting
Stock outstanding immediately prior to such transaction constitutes, or is converted into or exchanged for, Voting Stock representing a majority of the
voting power of the Voting Stock of the surviving Person (or its parent) immediately after giving effect to such transaction; or
(4) the adoption by our shareholders of a plan relating to our liquidation or dissolution.
Notwithstanding the foregoing, a transaction will not be deemed to involve a change of control under clause (2) above if (1) we become a direct or indirect
wholly-owned subsidiary of a holding company or other Person and (2)(A) the direct or indirect holders of the Voting Stock of such holding company or other
Person immediately following that transaction are substantially the same as the holders of our Voting Stock immediately prior to that transaction or
(B) immediately following that transaction no person (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a holding company or other Person
satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company or other
Person.
"Change of Control Triggering Event" means, with respect to the applicable series of JCI plc Notes, the JCI plc Notes of such series cease to be rated
Investment Grade by each of the Rating Agencies on any date during the period (the "Trigger Period") commencing 60 days prior to the first public announcement
by us of any Change of Control (or pending Change of Control) and ending 60 days following consummation of such Change of Control (which Trigger Period
will be extended following consummation of a Change of Control for so long as any of the Rating Agencies has publicly announced that it is considering a possible
ratings downgrade or withdrawal). However, a Change of Control Triggering Event otherwise arising by virtue of a particular reduction in, or withdrawal of, rating
shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Change of Control Triggering Event for purposes
of the definition of Change of Control Triggering Event) if the Rating Agencies making the reduction in, or withdrawal of, rating to which this definition would
otherwise apply do not announce or publicly confirm or inform the Trustee in writing at our request that the reduction or withdrawal was the result, in whole or in
part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of
Control shall have occurred at the time of the Change of Control Triggering Event). If a Rating Agency is not providing a rating for the JCI plc Notes of such series
at the commencement of any Trigger Period, the JCI plc Notes of such series will be deemed to have ceased to be rated Investment Grade by such Rating Agency
during that Trigger Period.
Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control
unless and until such Change of Control has actually been consummated.
"Consolidated Net Worth" at any date means total assets less total liabilities, in each case appearing on the most recently prepared consolidated balance sheet
of JCI plc and its subsidiaries as of the end of a fiscal quarter of JCI plc, prepared in accordance with United States generally accepted accounting principles as in
effect on the date of the consolidated balance sheet.
"Consolidated Tangible Assets" at any date means total assets less all intangible assets appearing on the most recently prepared consolidated balance sheet of
JCI plc and its subsidiaries as of the end of a fiscal quarter of JCI plc, prepared in accordance with United States generally accepted accounting principles as in
effect on the date of the consolidated balance sheet.
"Default" means any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.
"Funded Indebtedness" means any Indebtedness of JCI plc or any consolidated subsidiary maturing by its terms more than one year from the date of the
determination thereof, including any Indebtedness renewable or extendable at the option of the obligor to a date later than one year from the date of the
determination thereof.
"Indebtedness" means, without duplication, the principal amount (such amount being the face amount or, with respect to original issue discount bonds or zero
coupon notes, bonds or debentures or similar securities, determined based on the accreted amount as of the date of the most recently prepared consolidated balance
sheet of JCI plc and its subsidiaries as of the end of a fiscal quarter of JCI plc prepared in accordance with United States generally accepted accounting principles
as in effect on the date of such consolidated balance sheet) of (i) all obligations for borrowed money, (ii) all obligations evidenced by debentures, notes or other
similar instruments, (iii) all obligations in respect of letters of credit or bankers acceptances or similar instruments or reimbursement obligations with respect
thereto (such instruments to constitute Indebtedness only to the extent that the outstanding reimbursement obligations in respect thereof are collateralized by cash
or cash equivalents reflected as assets on a balance sheet prepared in accordance with United States generally accepted accounting principles), (iv) all obligations
to pay the deferred purchase price of property or services, except (A) trade and similar accounts payable and accrued expenses, (B) employee compensation,
deferred compensation and pension obligations, and other obligations arising from employee benefit programs and agreements or other similar employment
arrangements, (C) obligations in respect of customer advances received and (D) obligations in connection with earnout and holdback agreements, in each case in
the ordinary course of business, (v) all obligations as lessee to the extent capitalized in accordance with United States generally accepted accounting principles and
(vi) all Indebtedness of others consolidated in such
balance sheet that is guaranteed by JCI plc or any of its subsidiaries or for which JCI plc or any of its subsidiaries is legally responsible or liable (whether by
agreement to purchase indebtedness of, or to supply funds or to invest in, others).
"Intangible assets" means the amount, if any, stated under the headings "Goodwill" and "Other intangible assets, net" or under any other heading of intangible
assets separately listed, in each case on the face of the most recently prepared consolidated balance sheet of JCI plc and its subsidiaries as of the end of a fiscal
quarter of JCI plc, prepared in accordance with United States generally accepted accounting principles as in effect on the date of the consolidated balance sheet.
"Investment Grade" means a rating of Baa3 or better by Moody's (or its equivalent under any successor rating category of Moody's) and a rating of BBB– or
better by S&P (or its equivalent under any successor rating category of S&P), and the equivalent investment grade credit rating from any replacement rating
agency or rating agencies selected by us under the circumstances permitting us to select a replacement rating agency and in the manner for selecting a replacement
rating agency, in each case as set forth in the definition of "Rating Agency."
"lien" means a mortgage, pledge, security interest, lien or encumbrance.
"Moody's" means Moody's Investors Service, Inc., a subsidiary of Moody's Corporation, and its successors.
"Officer" means any director, any managing director, the chairman or any vice chairman of the Board of Directors, the chief executive officer, the president,
the chief financial officer, any vice president, the treasurer, any assistant treasurer, the secretary or any assistant secretary, or any equivalent of the foregoing, of
JCI plc or any Person duly authorized to act for or on behalf of JCI plc.
"Officer's Certificate" means a certificate, signed by any Officer of JCI plc, that is delivered to the Trustee in accordance with the terms of the JCI plc
Indenture.
"Opinion of Counsel" means a written opinion acceptable to the Trustee from legal counsel licensed in any State of the United States of America and applying
the laws of such State. The counsel may be an employee of or counsel to JCI plc.
"Person" means any individual, corporation, partnership, limited liability company, business trust, association, joint-stock company, joint venture, trust,
incorporated or unincorporated organization or government or any agency or political subdivision thereof.
"Principal Property" means any manufacturing, processing or assembly plant or any warehouse or distribution facility, or any office or parcel of real property
(including fixtures but excluding leases and other contract rights which might otherwise be deemed real property) of JCI plc or any of its subsidiaries that is used
by any U.S. Subsidiary of JCI plc and is located in the United States of America (excluding its territories and possessions and Puerto Rico) and (A) is owned by
JCI plc or any subsidiary of JCI plc on the date the JCI plc Notes of the applicable series are issued, (B) the initial construction of which has been completed after
the date on which the JCI plc Notes of the applicable series are issued, or (C) is acquired after the date on which the JCI plc Notes of the applicable series are
issued, in each case, other than any such plants, facilities, warehouses or portions thereof, that in the opinion of the Board of Directors of JCI plc, are not
collectively of material importance to the total business conducted by JCI plc and its subsidiaries as an entirety, or that have a net book value (excluding any
capitalized interest expense), on the date the JCI plc Notes of the applicable series are issued in the case of clause (A) of this definition, on the date of completion
of the initial construction in the case of clause (B) of this definition or on the date of acquisition in the case of clause (C) of this definition, of less than 2.0% of
Consolidated Tangible Assets on the consolidated balance sheet of JCI plc and its subsidiaries as of the applicable date.
"Rating Agency" means each of Moody's and S&P; provided, that if any of Moody's or S&P ceases to provide rating services to issuers or investors, we may
appoint another "nationally recognized statistical rating organization" as defined under Section 3(a)(62) of the Exchange Act as a replacement for such Rating
Agency; provided, that we shall give notice of such appointment to the Trustee.
"Restricted Subsidiary" means any subsidiary of JCI plc that owns or leases a Principal Property.
"Sale and Lease-Back Transaction" means an arrangement with any Person providing for the leasing by JCI plc or a Restricted Subsidiary of any Principal
Property whereby such Principal Property has been or is to be sold or transferred by JCI plc or a Restricted Subsidiary to such Person other than JCI plc or any of
its subsidiaries; provided, however, that the foregoing shall not apply to any such arrangement involving a lease for a term, including renewal rights, for not more
than three years.
"S&P" means Standard & Poor's Global Ratings, a division of S&P Global Inc., and its successors.
"Trust Officer" means any officer within the corporate trust department of the Trustee, including any vice president, senior associate, associate, trust officer or
any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of such Person's knowledge of and familiarity with the particular subject and who shall have direct
responsibility for the administration of the JCI plc Indenture.
"U.S. Subsidiary" means any subsidiary of JCI plc that was formed under the laws of the United States of America, any State thereof or the District of
Columbia (but not any territory thereof).
"Voting Stock" of any specified Person as of any date means the capital stock of such Person that is at the time entitled to vote generally in the election of the
board of directors of such Person.
Exhibit 4.10
DESCRIPTION OF JCI PLC AND TFSCA NOTES
Capitalized terms used in this “Description of JCI plc and TFSCA Notes” and not otherwise defined have the meanings set forth under the heading “—
Definitions” below. For purposes of this “Description of the JCI plc and TFSCA Notes” section, (a) the terms “JCI plc” or “Company” refer only to Johnson
Controls International plc, a public limited company organized under the laws of Ireland, and its successors permitted by the terms of the Indenture, (b) the terms
“TFSCA” or “Co-Issuer” refer to Tyco Fire & Security Finance S.C.A., a corporate partnership limited by shares incorporated and organized under the laws of the
Grand Duchy of Luxembourg, and its successors permitted by the terms of the Indenture, (c) the terms “Issuers,” “we,” “us” and “our” refer to JCI plc and TFSCA
together, and (d) the term “Johnson Controls” refers to JCI plc and its consolidated subsidiaries, including TFSCA.
For purposes of this description:
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“2027 Notes” refers to our 0.375% Senior Notes due 2027
”2032 Notes” refers to our 1.000% Senior Notes due 2032
“2030 Notes” refers to our 1.750% Senior Notes due 2030.
“Euro Notes” refers to the 2027 Notes and the 2032 Notes.
“Notes” refers to the 2027 Notes, 2030 Notes and the 2032 Notes.
The Notes constitute separate series of unsecured, unsubordinated debt securities
The 2030 Notes were issued under the Indenture, dated as of December 28, 2016 (the “Base Indenture”), between JCI plc and U.S. Bank National
Association, as trustee (the “Trustee”) and a Fifth Supplemental Indenture among JCI plc, TFSCA and the Trustee. The Euro Notes were be issued under the Base
Indenture and a Sixth Supplemental Indenture relating to the Notes among JCI plc, TFSCA, the Trustee and Elavon Financial Services DAC, as paying agent
(together with the Base Indenture and the Fifth Supplemental Indenture, the “Indenture”). We entered into an agency agreement with respect to the Euro Notes
among us, Elavon Financial Services DAC, as paying agent, and U.S. Bank National Association, as transfer agent, security registrar and Trustee.
The terms of the Notes include those expressly set forth in such notes and the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S.C. §§77aaa-77bbbb), as in effect from time to time (the “Trust Indenture Act”).
The Euro Notes were each issued in an aggregate initial principal amount of €500,000,000. The 2030 Notes were issued in an aggregate principal amount of
$625,000,000.
The Issuers are jointly and severally liable for all obligations under the Notes. The Co-Issuer is a wholly-owned consolidated subsidiary of the Company that
is 99.996% owned directly by the Company and 0.004% owned by TFSCA’s sole general partner and manager, Tyco Fire & Security S.à.r.l., which is itself wholly
owned by the Company. The Co-Issuer is a holding company that directly and indirectly holds significantly all of the operating subsidiaries of JCI plc. The Co-
Issuer engages in intercompany banking activities on behalf of JCI plc, including engaging in intercompany loan transactions and engaging in currency hedging
transactions on behalf of JCI plc and its subsidiaries.
This description is a summary of the material provisions of the Notes and the Indenture. This description does not restate those agreements and instruments
in their entirety. We urge you to read the Notes and the Indenture, which are filed as exhibits to this Annual Report on Form 10-K, because they, not the summaries
below, define the rights of holders of the Notes.
General
The Notes are JCI plc’s and the Co-Issuer’s unsecured, unsubordinated obligations. The Notes rank senior in right of payment to JCI plc’s and the Co-
Issuer’s existing and future indebtedness and other obligations that are expressly subordinated in right of payment to the Notes; equal in right of payment to JCI
plc’s and the Co-Issuer’s existing and future indebtedness and other obligations that are not so subordinated; effectively junior to any of JCI plc’s and the Co-
Issuer’s secured indebtedness and other obligations to the extent of the value of the assets securing such indebtedness or other obligations; and structurally junior to
all existing and future indebtedness and other obligations incurred by JCI plc’s and the Co-Issuer’s subsidiaries. TFSCA is not a co-issuer in respect of JCI plc’s
outstanding senior notes other than the Notes described herein.
The Euro Notes were issued in book-entry form, represented by Global Securities (as defined below), deposited with or on behalf of a common depositary on
behalf of Clearstream and Euroclear and registered in the name of the nominee of the common depositary for the accounts of Clearstream and Euroclear. The 2030
Notes were issued in book-entry form, represented by Global Securities and delivered through the facilities of DTC.
The Euro Notes were issued in registered form without interest coupons and only in denominations of €100,000 and whole multiples of €1,000 in excess
thereof. The 2030 Notes were issued in registered form without interest coupons and only in denominations of $2,000 and whole multiples of $1,000 in excess
thereof.
The 2027 Notes mature on September 15, 2027 and bear interest at a rate of 0.375% per annum. The 2032 Notes mature on September 15, 2032 and bear
interest at a rate of 1.000% per annum. The date from which interest accrued on the Euro Notes was September 15, 2020. Interest in respect of the Euro Notes is
payable annually in arrears on September 15 of each year, beginning on September 15, 2021, to the applicable holders of record at the close of business on the
September 1 next preceding such interest payment date. The basis upon which interest shall be calculated is the actual number of days in the period for which
interest is being calculated and the actual number of days from and including the last date on which interest was paid on such series of the Euro Notes (or
September 15, 2020, if no interest has been paid on such series of the Euro Notes), to but excluding the next scheduled interest payment date. This payment
convention is referred to as “ACTUAL/ACTUAL (ICMA),” as defined in the statutes, by-laws, rules and recommendations published by the International Capital
Markets Association (the “ICMA Rulebook”).
The 2030 Notes mature on September 15, 2030 and bear interest at a rate of 1.750% per annum. The date from which interest accrued on the Notes was
September 11, 2020. Interest in respect of the 2030 Notes is payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15,
2021, to the applicable holders of record at the close of business on the March 1 and September 1 next preceding such interest payment date. Interest is computed
on the basis of a 360-day year comprised of twelve 30-day months.
Except as provided below, the Notes are not subject to redemption, repurchase or repayment at the option of any holder thereof, upon the occurrence of any
particular circumstance or otherwise. The Notes do not have the benefit of any sinking fund. The Notes are not be convertible into or exchangeable for shares or
other securities of the Issuers.
For the avoidance of doubt, articles 470-1 to 470-19 of the Luxembourg law of 10 August 1915 relating to commercial companies, as amended, do not apply
to the Notes.
Indenture May Be Used for Future Issuances
We may, without the consent of the then existing holders of the Notes, “re-open” and issue additional Notes of any series, which additional Notes will have
the same terms as such series of Notes except for the issue price, issue date and, under some circumstances, the first interest payment date; provided that, if such
additional Notes are not fungible with the existing Notes of such series for U.S. federal income tax purposes, such additional Notes will have a separate CUSIP,
ISIN and/or other identifying number, as applicable. Additional Notes issued in this manner will form a single series with the applicable series of Notes.
In addition, the Indenture does not limit the amount of debt securities that can be issued thereunder and provides that debt securities of any series may be
issued thereunder up to the aggregate principal amount that we may authorize from time to time. All debt securities issued as a series, including those issued
pursuant to any reopening of a series, will vote together as a single class. Debt securities issued pursuant to the Indenture may have terms that differ from those of
the Notes, as set forth in Section 2.01 of the Indenture.
Issuance of Notes in Euros
All payments of interest and principal, including payments made upon any redemption or repurchase of the Euro Notes, are payable in euros. If the euro is
unavailable to us due to the imposition of exchange controls or other circumstances beyond our control or if the euro is no longer being used by the then member
states of the European Monetary Union that have adopted the euro as their currency or for the settlement of transactions by public institutions of or within the
international banking community, then all payments in respect of the Euro Notes will be made in U.S. dollars until the euro is again available to us or so used. In
such circumstances, the amount payable on any date in euros will be converted into U.S. dollars at the rate mandated by the U.S. Federal Reserve Board as of the
close of business on the second business day prior to the relevant payment date or, in the event the U.S. Federal Reserve Board has not mandated a rate of
conversion, on the basis of the then most recent U.S. dollar/euro exchange rate available on or prior to the second business day prior to the relevant payment date
as determined by the Issuers in their sole discretion. Any payment in respect of the Euro Notes so made in U.S. dollars will not constitute an Event of Default (as
defined below) under the Euro Notes or the Indenture. Neither the Trustee nor the paying agent shall have any responsibility for any calculation or conversion in
connection with the foregoing.
Optional Redemption
Euro Notes
Prior to July 15, 2027 (the “2027 Par Call Date”), the Issuers may, at their option, redeem the 2027 Notes, in whole at any time or in part from time to time
(in €1,000 increments, provided that any remaining principal amount thereof shall be at least the minimum authorized denomination of €100,000), at a redemption
price equal to the greater of (i) 100% of the principal amount of the 2027 Notes to be redeemed and (ii) the sum of the present values of the Remaining Scheduled
Payments (as defined below) that would be due if the 2027 Notes matured on the 2027 Par Call Date, discounted to the redemption date, on an annual basis
(ACTUAL/ACTUAL (ICMA)), at a rate equal to the Treasury Rate (as defined below) plus 20 basis points plus, in either case, accrued and unpaid interest, if any,
thereon to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest
payment date).
On or after July 15, 2027, the Issuers may, at their option, redeem the 2027 Notes, in whole at any time or in part from time to time (in €1,000 increments,
provided that any remaining principal amount thereof shall be at least the minimum authorized denomination of €100,000), at a redemption price equal to 100% of
the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date (subject to the right
of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
Prior to June 15, 2032 (the “2032 Par Call Date”), the Issuers may, at their option, redeem the 2032 Notes, in whole at any time or in part from time to time
(in €1,000 increments, provided that any remaining principal amount thereof shall be at least the minimum authorized denomination of €100,000), at a redemption
price equal to the greater of (i) 100% of the principal amount of the 2032 Notes to be redeemed and (ii) the sum of the present values of the Remaining Scheduled
Payments (as defined below) that would be due if the 2032 Notes matured on the 2032 Par Call Date, discounted to the redemption date, on an annual basis
(ACTUAL/ACTUAL (ICMA)), at a rate equal to the Treasury Rate (as defined below) plus 25 basis points plus, in either case, accrued and unpaid interest, if any,
thereon to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest
payment date).
On or after June 15, 2032, the Issuers may, at their option, redeem the 2032 Notes, in whole at any time or in part from time to time (in €1,000 increments,
provided that any remaining principal amount thereof shall be at least
the minimum authorized denomination of €100,000), at a redemption price equal to 100% of the principal amount of the 2032 Notes to be redeemed, plus accrued
and unpaid interest, if any, thereon to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due
on the relevant interest payment date).
“Treasury Rate” means the rate per annum (which, if less than zero, shall be deemed to be zero) equal to the annual equivalent yield to maturity of the
Reference Bond (as defined below), assuming a price for the Reference Bond (expressed as a percentage of its principal amount) equal to the middle market price
of the Reference Bond prevailing at 11:00 a.m. (London time) on the third business day preceding such redemption date as determined by us or an independent
investment bank appointed by us.
“Reference Bond” means, in relation to any Treasury Rate calculation, a German government bond whose maturity is closest to the maturity of the applicable
series of Euro Notes, or if we or an independent investment bank appointed by us considers that such similar bond is not in issue, such other German government
bond as we or an independent investment bank appointed by us, with the advice of three brokers of, and/or market makers in, German government bonds selected
by us or an independent investment bank appointed by us, determine to be appropriate for determining the Treasury Rate.
“Remaining Scheduled Payments” means, with respect to each Euro Note to be redeemed, the remaining scheduled payments of principal of and interest on
the relevant Note that would be due after the related redemption date but for the redemption. If that redemption date is not an interest payment date with respect to
a Euro Note, the amount of the next succeeding scheduled interest payment on the relevant Euro Note will be reduced by the amount of interest accrued on the
Euro Note to the redemption date.
2030 Notes
Prior to June 15, 2030 (the “2030 Par Call Date”), the Issuers may, at their option, redeem the 2030 Notes, in whole at any time or in part from time to time ,
at a redemption price equal to the greater of (i) 100% of the principal amount of the 2030 Notes to be redeemed and (ii) as determined by the Quotation Agent and
delivered to the Trustee in writing, the sum of the present values of the remaining scheduled payments of principal and interest thereon that would be due if the
2030 Notes matured on the 2030 Par Call Date (exclusive of interest accrued to the redemption date), discounted to the redemption date (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 20 basis points, plus, in either case, accrued and unpaid interest, if any,
thereon to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest
payment date).
On or after the 2030 Par Call Date, the Issuers may, at their option, redeem the 2030 Notes, in whole at any time or in part from time to time, at a redemption
price equal to 100% of the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption
date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
“Adjusted Redemption Treasury Rate” means, with respect to any redemption date for the 2030 Notes, the rate equal to the semiannual equivalent yield to
maturity or interpolated (on a 30/360 day count basis) yield to maturity of the Comparable Redemption Treasury Issue, assuming a price for the Comparable
Redemption Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Redemption Treasury Price for such redemption date.
“Comparable Redemption Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to
the remaining term of the 2030 Notes to be redeemed if the 2030 Notes matured on the 2030 Par Call Date that would be utilized at the time of selection and in
accordance with customary financial practice in pricing new issues of corporate debt securities of comparable maturity to such remaining term of the Notes.
“Comparable Redemption Treasury Price,” with respect to any redemption date for the 2030 Notes, means (i) the average of the Redemption Reference
Treasury Dealer Quotations for such redemption date, after excluding
the highest and lowest such Redemption Reference Treasury Dealer Quotations (unless there is more than one highest or lowest quotation, in which case only one
such highest and/or lowest quotation shall be excluded), or (ii) if the Quotation Agent obtains fewer than four such Redemption Reference Treasury Dealer
Quotations, the average of all such Redemption Reference Treasury Dealer Quotations.
“Independent Investment Banker” means one of the Redemption Reference Treasury Dealers appointed by JCI plc.
“Quotation Agent” means a Redemption Reference Treasury Dealer appointed as such by JCI plc.
“Redemption Reference Treasury Dealer” means (1) each of Citigroup Global Markets Inc. and BofA Securities, Inc. (or their respective Affiliates that are
Primary Treasury Dealers (as defined below)) and their respective successors and (2) two other Primary Treasury Dealers selected by JCI plc after consultation
with the Independent Investment Banker; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in New
York City (a “Primary Treasury Dealer”), JCI plc will substitute therefor another Primary Treasury Dealer.
“Redemption Reference Treasury Dealer Quotations,” with respect to each Redemption Reference Treasury Dealer and any redemption date for the 2030
Notes, means the average, as determined by the Quotation Agent, of the bid and offer prices at 11:00 a.m., New York City time, for the Comparable Redemption
Treasury Issue (expressed in each case as a percentage of its principal amount) for settlement on the redemption date quoted in writing to the Quotation Agent by
such Redemption Reference Treasury Dealer on the third business day preceding such redemption date.
Redemption Upon Changes in Withholding Taxes
Either or both of the Issuers may redeem all, but not less than all, of the Notes of a series under the following conditions:
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if there is an amendment to, or change in, the laws or regulations of a Relevant Taxing Jurisdiction (as defined below) or any change in the written
application or official written interpretation of such laws, including any action taken by, or a change in published administrative practice of, a taxing
authority or a holding by a court of competent jurisdiction, regardless of whether such action, change or holding is with respect to either or both of the
Issuers, which amendment or change is announced and effective on or after the date of issuance of such series of Notes (or, in the case of any Relevant
Taxing Jurisdiction that becomes a Relevant Taxing Jurisdiction after such date of issuance, after such later date);
as a result of such amendment or change, either or both of the Issuers become, or there is a material probability that either or both of the Issuers will
become obligated to pay Additional Amounts (as defined below), on the next payment date with respect to such series of Notes, and such Issuer cannot
avoid any such payment obligation by taking reasonable measures available (including having the other Issuer make payments on the Notes if such
action would be reasonable);
the relevant Issuer delivers to the Trustee a written opinion of independent tax counsel to such Issuer (or Issuers) of recognized standing to the effect
that such Issuer (or Issuers) has become, or there is a material probability that it will become, obligated to pay Additional Amounts as a result of a
change, amendment, official interpretation or application described above; in addition, before the Issuer mails notice of redemption of the Notes as
described below, it will deliver to the Trustee an officer’s certificate to the effect that the obligation to pay Additional Amounts cannot be avoided by
such Issuer or cannot avoid any such payment obligation by taking reasonable measures available (including having the other Issuer make payments on
the Notes if such action would be reasonable); and
following the delivery of the opinion described in the previous bullet point, the relevant Issuer (or Issuers) provides notice of redemption for such series
of Notes not less than 10 days, but not more than 90 days, prior to the redemption date. The notice of redemption cannot be given more than 90 days
before the earliest date on which the Issuer (or Issuers) would be otherwise required to pay Additional Amounts, and the obligation to pay Additional
Amounts must still be in effect when the notice is given.
Upon the occurrence of each of the bullet points above, the relevant Issuer (or Issuers) may redeem such series of Notes at a redemption price equal to 100%
of the principal amount thereof, together with accrued and unpaid interest, if any, thereon to, but excluding, the redemption date and all Additional Amounts (if
any) then due and that will become due on such redemption date as a result of the redemption or otherwise (subject to the right of holders of record on the relevant
record date to receive interest due on an interest payment date that is prior to the redemption date and Additional Amounts (if any) in respect thereof).
The foregoing provisions shall apply mutatis mutandis to any Successor Company or Successor Co - Issuer (each as defined below).
Notice of Redemption
Notice of any redemption of any series of Notes will be mailed, or delivered electronically if the Notes to be redeemed are held by any depositary, at least 10
days but not more than 90 days before the date fixed for such redemption to each holder of Notes to be redeemed. If less than all of a series of Notes are to be
redeemed, the Trustee will select the outstanding Notes of such series to be redeemed in accordance with a method that complies with the requirements, if any, of
any stock exchange on which the Notes of such series are listed, and the applicable procedures of the depositary, if such Notes are held by any depositary;
provided, however, that with respect to any series of Notes not listed on any stock exchange and/or held by a depositary, the Trustee will select such Notes by lot or
by such other method that the Trustee considers fair and appropriate.
No Euro Notes of a principal amount of €100,000 or less shall be redeemed in part. No 2030 Notes of a principal amount of $2,000 or less shall be redeemed
in part. Unless the Issuers default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on Notes or portions thereof
called for redemption. Additionally, at any time, the Issuers may repurchase Notes in the open market and may hold such Notes or surrender such Notes to the
trustee for cancellation.
If any redemption date of any Note is not a business day, then payment of principal and interest may be made on the next succeeding business day with the
same force and effect as if made on the nominal redemption date and no interest will accrue for the period after such nominal date.
Payment of Additional Amounts
All payments in respect of the Notes will be made by (or on behalf of) the Issuers free and clear of, and without withholding or deduction for or on account
of, any present or future taxes, duties, levies, imposts, assessments or governmental charges of whatever nature (“Taxes”), unless the withholding or deduction of
such Taxes is required by law.
In the event that the Issuers are required to withhold or deduct any amount for or on account of any Taxes imposed or levied by or on behalf of Ireland,
Luxembourg or any other jurisdiction (other than the United States) in which either of the Issuers is organized, resident or doing business for tax purposes or from
or through which payments by or on behalf of the Issuers are made, or any political subdivision or any authority thereof or therein (each, but not including the
United States or any political subdivision or any authority thereof or therein, a “Relevant Taxing Jurisdiction”) from any payment made under or with respect to
any Note (including, without limitation, payments of principal, redemption price, purchase price, interest or premium), the Issuers will pay such additional amounts
(“Additional Amounts”) so that the net amount received by each holder or beneficial owner of Notes (including Additional Amounts) after such withholding or
deduction will equal the amount that such holder or beneficial owner would have received if such Taxes had not been required to be withheld or deducted.
Additional Amounts will not be payable with respect to a payment made to a holder of Notes or a holder of beneficial interests in Global Securities where
such holder is subject to taxation on such payment by the Relevant Taxing Jurisdiction for or on account of any Taxes that are imposed or withheld solely because
such holder or a fiduciary, settlor, beneficiary, or member of such holder if such holder is an estate, trust, partnership, limited liability company or other fiscally
transparent entity, or a Person holding a power over an estate or trust administered by a fiduciary holder:
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is or was present or engaged in, or is or was treated as present or engaged in, a trade or business in the Relevant Taxing Jurisdiction or has or had a
permanent establishment in the Relevant Taxing Jurisdiction;
has or had any present or former connection (other than the mere fact of ownership of such Notes) with the Relevant Taxing Jurisdiction, including
being or having been a national citizen or resident thereof, being treated as being or having been a resident thereof or being or having been physically
present therein;
any estate, inheritance, gift, transfer, personal property or similar Taxes imposed with respect to the Notes;
any Taxes imposed solely as a result of the presentation of such Notes, where presentation is required, for payment on a date more than 30 days after
the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the
extent that the beneficiary or holder thereof would have been entitled to the payment of Additional Amounts had such Notes been presented for
payment on any date during such 30-day period;
any Taxes imposed or withheld solely as a result of the failure of such holder or beneficial owner to comply with any written request, made to the
holder or a beneficial owner in writing at least 30 days before any such withholding or deduction would be payable, by an Issuer, to provide timely or
accurate applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or
connection of the holder or beneficial owner (to the extent such holder or beneficial owner is legally eligible to do so) with the Relevant Taxing
Jurisdiction, if such compliance is required by statute or regulation of the Relevant Taxing Jurisdiction as a precondition to relief or exemption from
such Taxes;
any Taxes that are payable by any method other than withholding or deduction by the Issuers or any paying agent from payments in respect of such
Notes;
has presented the Notes for payment through a bank, encashment agent or paying agent and a withholding or deduction for Taxes arises which would
not have been imposed if the Notes had been presented to another bank, encashment agent or paying agent in a different Member State of the European
Union;
any withholding or deduction required pursuant to sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended, as of the issue
date (or any amended or successor provisions of such sections that is substantively comparable and not materially more onerous to comply with), any
regulations, or agreements entered into pursuant to Section 1471(b) of the Code, official interpretations thereof or any law implemented pursuant to an
intergovernmental agreement between a non-U.S. jurisdiction and the United States with respect to the foregoing; or
any combination of the above conditions.
Additional Amounts also will not be payable for any Taxes that were imposed with respect to any payment on a note to any holder who is a fiduciary or
partnership or person other than the sole beneficial owner of such payment to the extent that no Additional Amounts would have been payable had the beneficial
owner of the applicable note been the holder of such Note.
The Issuers also:
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will make such withholding or deduction of Taxes;
will remit the full amount of Taxes so deducted or withheld to the relevant tax authority in accordance with all applicable laws;
will use their commercially reasonable efforts to obtain from each relevant tax authority imposing such Taxes certified copies of tax receipts evidencing
the payment of any Taxes so deducted or withheld; and
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upon request, will make available to the holders of the Notes, within 90 days after the date the payment of any Taxes deducted or withheld is due
pursuant to applicable law, certified copies of tax receipts evidencing such payment by the Issuers (unless, notwithstanding the Issuers’ efforts to obtain
such receipts, the same are not obtainable, in which case the Issuers will provide other evidence of payments by Issuers).
At least 30 days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Issuers will be obligated to pay
Additional Amounts with respect to such payment, the Issuers will deliver to the Trustee an Officer’s Certificate stating the fact that such Additional Amounts will
be payable, the amounts so payable and such other information as is necessary to enable the Trustee to pay such Additional Amounts to holders of such Notes on
the payment date.
In addition, the Issuers will pay for any present or future stamp, issue, registration, property, excise, transfer, court or documentary or other similar Taxes and
duties, including interest, penalties and Additional Amounts with respect thereto, payable in a Relevant Taxing Jurisdiction in respect of the creation, execution,
issue, offering, enforcement, redemption or retirement of the Notes or any other document or instrument referred to therein, or the receipt of any payments with
respect thereto.
Upon the Issuers’ request, each holder and beneficial owner shall provide a properly completed and executed IRS Form W-9 or IRS Form W-8, as
applicable, as would have been applicable if the Issuers were incorporated in the United States of America, any State thereof or the District of Columbia.
The foregoing provisions shall survive any termination or the discharge of the Indenture and shall apply mutatis mutandis to any Successor Company or
Successor Co-Issuer.
Whenever in the Indenture, any Notes, or in this “Description of JCI plc and TFSCA Notes” there is mentioned, in any context, the payment of principal,
premium, if any, redemption price, repurchase price, interest or any other amount payable under or with respect to any Notes, such mention shall be deemed to
include the payment of Additional Amounts to the extent payable in the particular context.
Offer to Repurchase Upon Change of Control Triggering Event
Upon the occurrence of a Change of Control Triggering Event, unless we have exercised our right to redeem the Notes of such series as described above
under “—Optional Redemption,” each holder of the Notes will have the right to require us to purchase all or a portion (equal to €100,000 or an integral multiple of
€1,000 in excess thereof with respect to the Euro Notes, and equal to $2,000 or an integral multiple of $1,000 in excess thereof with respect to the 2030 Notes) of
such holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus
accrued and unpaid interest, if any, thereon to, but excluding, the date of purchase (subject to the right of holders of record on the relevant record date to receive
interest due on the relevant interest payment date) (the “Change of Control Payment”). If the Change of Control Payment Date (as defined below) falls on a day
that is not a business day, the related payment of the Change of Control Payment will be made on the next business day as if it were made on the date such
payment was due, and no interest will accrue on the amounts so payable for the period from and after such date to the next business day.
Within 30 days following the date upon which the Change of Control Triggering Event occurs or, at our option, prior to and conditioned on the occurrence
of, any Change of Control, but after the public announcement of the pending Change of Control, we will be required to send, by first class mail, or deliver
electronically if the Notes are held by any depositary, a notice to each holder of Notes, with a copy to the Trustee, which notice will govern the terms of the
Change of Control Offer. Such notice will state, among other things, the purchase date, which must be no earlier than 30 days nor later than 60 days from the date
such notice is mailed or delivered electronically (or, in the case of a notice mailed or delivered electronically prior to the date of consummation of a Change of
Control, no earlier than the date of the occurrence of the Change of Control), other than as may be required by law (the “Change of Control Payment Date”). The
notice, if mailed or delivered electronically prior to the date of consummation of the Change of Control, will state that the Change of Control Offer is conditioned
on the Change of Control being consummated on or prior to the Change of Control Payment Date.
On the Change of Control Payment Date, we will, to the extent lawful:
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accept or cause a third party to accept for payment all Notes properly tendered pursuant to the Change of Control Offer;
deposit or cause a third party to deposit with the applicable paying agent an amount equal to the Change of Control Payment in respect of all Notes
properly tendered; and
deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount
of Notes being repurchased.
We will not be required to make a Change of Control Offer with respect to the Notes if a third party makes such an offer in the manner, at the times and
otherwise in compliance with the requirements for such an offer made by us and such third party purchases all the Notes properly tendered and not withdrawn
under its offer. In addition, we will not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an Event of Default
under the Indenture, other than a Default in the payment of the Change of Control Payment on the Change of Control Payment Date.
We must comply in all material respects with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control Triggering
Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, we will be
required to comply with those securities laws and regulations and will not be deemed to have breached our obligations under the Change of Control Offer
provisions of the Indenture with respect to the Notes by virtue of any such conflict.
The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of “all or
substantially all” of the properties or assets of JCI plc and its subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase
“substantially all,” there is no precise, established definition of the phrase under applicable law. Accordingly, the applicability of the requirement that we offer to
repurchase the Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of JCI plc and its subsidiaries taken as a
whole to another “person” or “group” (as those terms are used in Section 13(d)(3) of the Exchange Act) may be uncertain.
Other Provisions of the Notes
Claims against the Issuers for the payment of principal or Additional Amounts, if any, of the Notes will be prescribed ten years after the applicable due date
for payment thereof. Claims against the Issuers for the payment of interest, if any, of the Notes will be prescribed five years after the applicable due date for
payment of interest.
Certain Covenants
The Indenture contains the following covenants:
Limitation on Liens
JCI plc will not, and will not permit any Restricted Subsidiary to, issue, incur, assume or guarantee any Indebtedness that is secured by a mortgage, pledge,
security interest, lien or encumbrance (each a “lien”) upon any asset that at the time of such issuance, assumption or guarantee constitutes a Principal Property, or
any shares of stock of or Indebtedness issued by any Restricted Subsidiary, whether now owned or hereafter acquired, without effectively providing that, for so
long as such lien shall continue in existence with respect to such secured Indebtedness, the Notes and any other debt securities issued pursuant to the Base
Indenture (together with, if JCI plc shall so determine, any other Indebtedness of JCI plc ranking equally with the Notes and any other debt securities issued
pursuant to the Base Indenture, it being understood that for purposes hereof, Indebtedness which is secured by a lien and Indebtedness which is not so secured shall
not, solely by reason of such lien, be deemed to be of different ranking) shall be equally and ratably secured by a lien ranking ratably with or equal to (or at JCI
plc’s option prior to) such secured Indebtedness; provided, however, that the foregoing covenant shall not apply to:
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liens existing on the date the Notes are first issued;
liens on the stock, assets or Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary, unless created in contemplation
of such Person becoming a Restricted Subsidiary;
liens on any assets or Indebtedness of a Person existing at the time such Person is merged with or into or consolidated with or acquired by JCI plc or a
Restricted Subsidiary or at the time of a purchase, lease or other acquisition of the assets of a corporation or firm as an entirety or substantially as an
entirety by JCI plc or any Restricted Subsidiary; provided, however, that no such lien shall extend to any other Principal Property of JCI plc or such
Restricted Subsidiary prior to such acquisition or to any other Principal Property thereafter acquired other than additions to such acquired property;
liens on any Principal Property existing at the time of acquisition thereof by JCI plc or any Restricted Subsidiary, or liens to secure the payment of the
purchase price of such Principal Property by JCI plc or any Restricted Subsidiary, or to secure any Indebtedness incurred, assumed or guaranteed by JCI
plc or a Restricted Subsidiary for the purpose of financing all or any part of the purchase price of such Principal Property or improvements or
construction thereon, which Indebtedness is incurred, assumed or guaranteed prior to, at the time of or within one year after such acquisition, or in the
case of real property, completion of such improvement or construction or commencement of full operation of such property, whichever is later;
provided, however, that in the case of any such acquisition, construction or improvement, the lien shall not apply to any other Principal Property, other
than the Principal Property so acquired, constructed or improved, and accessions thereto and improvements and replacements thereof and the proceeds
of the foregoing;
liens securing Indebtedness owing by any Restricted Subsidiary to JCI plc or a subsidiary thereof;
liens in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision of the United
States of America or any State thereof, or in favor of any other country or any political subdivision thereof, to secure partial, progress, advance or other
payments pursuant to any contract, statute, rule or regulation or to secure any Indebtedness incurred or guaranteed for the purpose of financing all or
any part of the purchase price, or, in the case of real property, the cost of construction or improvement, of the Principal Property subject to such liens,
including liens incurred in connection with pollution control, industrial revenue or similar financings;
pledges, liens or deposits under workers’ compensation or similar legislation, and liens thereunder that are not currently dischargeable, or in connection
with bids, tenders, contracts, other than for the
Limitation on Sale and Lease-Back Transactions
JCI plc will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction unless:
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JCI plc or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured
by a lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction,
without equally and ratably securing the Notes pursuant to the covenant described under “Limitations on Liens” above; or
the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property, as
determined by JCI plc’s Board of Directors in good faith, and an amount equal to the net proceeds from the sale of the assets so leased is applied, within
180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property,
commencement of the construction) of assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory
redemption or prepayment provision) of the Notes and any other debt securities issued pursuant to the Base Indenture, or of Funded Indebtedness
ranking on a parity with or senior to the Notes and any other debt securities issued pursuant to the Base Indenture; provided that there shall be credited
to the amount of net proceeds required to be applied pursuant to this provision an amount equal to the sum of (i) the principal amount of the Notes and
any other debt
securities issued pursuant to the Base Indenture delivered within 180 days of the effective date of such Sale and Lease-Back Transaction to the Trustee
for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by JCI plc within such 180-day period,
excluding retirements of the Notes and any other debt securities issued pursuant to the Base Indenture and other Funded Indebtedness at maturity or
pursuant to mandatory sinking fund or mandatory redemption or prepayment provisions.
Merger and Consolidation
JCI plc will not, directly or indirectly, consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its assets in one or a series
of related transactions to, any Person, unless:
(1) the resulting, surviving or transferee Person (the “Successor Company”) will be a corporation, limited liability company, public limited company,
limited partnership or other entity organized and existing under the laws of (u) the United States of America, any State thereof or the District of Columbia,
(v) Ireland, (w) England and Wales, (x) Jersey, (y) any member state of the European Union as in effect on the date the Notes are first issued or
(z) Switzerland; provided that the Successor Company (if not the Company) will expressly assume, by a supplemental indenture, executed and delivered to
the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Company under the Notes and the Indenture;
(2) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Company or any
Restricted Subsidiary as a result of such transaction as having been incurred by the Successor Company or such Restricted Subsidiary at the time of such
transaction), no Default shall have occurred and be continuing; and
(3) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger
or transfer and such supplemental indenture (if any) comply with the Indenture.
Notwithstanding the foregoing, (A) any conveyance, transfer or lease of assets between or among the Company and its subsidiaries, including the Co-
Issuer, shall not be prohibited under the Indenture and (B) the Company may, directly or indirectly, consolidate with or merge with or into an Affiliate incorporated
solely for the purpose of reincorporating the Company in another jurisdiction within the United States of America, any State thereof or the District of Columbia,
Ireland, England and Wales, Jersey, any member state of the European Union as in effect on the date the Notes are first issued or Switzerland to realize tax or other
benefits.
The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture, and the
predecessor issuer, other than in the case of a lease, will be automatically released from all obligations under the Notes and the Indenture, including, without
limitation, the obligation to pay the principal of and interest on the Notes.
The Co-Issuer will not, directly or indirectly, consolidate with or merge with or into, or convey, transfer or lease all or substantially all of the Co-
Issuer’s assets in one or a series of related transactions to, any Person, unless:
(1) the resulting, surviving or transferee Person (the “Successor Co-Issuer”) will be a corporation, limited liability company, public limited company,
limited partnership or other entity organized and existing under the laws of (u) the United States of America, any State thereof or the District of Columbia,
(v) Ireland, (w) England and Wales, (x) Jersey, (y) any member state of the European Union as in effect on the date the Notes are first issued or
(z) Switzerland; provided that the Successor Co-Issuer (if not the Co-Issuer) will expressly assume, by a supplemental indenture, executed and delivered to
the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of the Co-Issuer under the Notes and the Indenture;
(2) immediately after giving effect to such transaction (and treating any Indebtedness which becomes an obligation of the Successor Co-Issuer or any
Restricted Subsidiary as a result of such transaction as having been incurred by the Successor Co-Issuer or such Restricted Subsidiary at the time of such
transaction), no Default shall have occurred and be continuing; and
(3) the Co-Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger
or transfer and such supplemental indenture (if any) comply with the Indenture.
Notwithstanding the foregoing, the Co-Issuer may, directly or indirectly, consolidate with or merge with or into an Affiliate incorporated solely for the
purpose of reincorporating the Co-Issuer in another jurisdiction within the United States of America, any State thereof or the District of Columbia, Ireland, England
and Wales, Jersey, any member state of the European Union as in effect on the date the Notes are first issued or Switzerland to realize tax or other benefits.
The Successor Co-Issuer will succeed to, and be substituted for, and may exercise every right and power of, the Co-Issuer under the Indenture, and the
predecessor issuer, other than in the case of a lease, will be automatically released from all obligations under the Notes and the Indenture, including, without
limitation, the obligation to pay the principal of and interest on the Notes.
Reports by JCI plc
So long as any Notes are outstanding, JCI plc shall file with the Trustee, within 15 days after JCI plc is required to file with the SEC, copies of the annual
reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and
regulations prescribe) that JCI plc may be required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act. JCI plc shall be deemed to
have complied with the previous sentence to the extent that such information, documents and reports are filed with the SEC via EDGAR, or any successor
electronic delivery procedure; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or
reports have been filed pursuant to the EDGAR system (or its successor). Delivery of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information
contained therein, including the Issuers’ compliance with any of their covenants under the Indenture (as to which the Trustee is entitled to rely exclusively on
Officer’s Certificates).
The Issuers will furnish to the Trustee on or before 120 days after the end of each fiscal year an Officer’s Certificate stating that in the course of the
performance by the signers of their duties as Officers of the Issuers, they would normally have knowledge of any Default by the Issuers in the performance or
fulfillment or observance of any covenants or agreements contained in the Indenture during the preceding fiscal year, stating whether or not they have knowledge
of any such Default and, if so, specifying each such Default of which the signers have knowledge and the nature thereof.
Listing
The Notes are listed on the New York Stock Exchange. We have no obligation to maintain such listing, and we may delist the Notes at any time.
Events of Default
As to the Notes of each series, an “Event of Default” means any one of the following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(1) failure to pay any interest on the Notes of such series when due, which failure continues for 30 days;
(2) failure to pay principal or premium, if any, with respect to the Notes of such series when due;
(3) failure on the part of the Issuers to observe or perform any other covenant, warranty or agreement in the Notes of such series, or in the Indenture
as it relates to the Notes of such series, other than a covenant, warranty or agreement, a Default in whose performance or whose breach is specifically dealt
with elsewhere
in the section of the Indenture governing Events of Default, if the failure continues for 90 days after written notice by the Trustee or the holders of at least
25% in aggregate principal amount of the Notes of such series then outstanding;
(4) an Event of Default with respect to any other series of debt securities issued under the Indenture or an uncured or unwaived failure to pay
principal of or interest on any of our other obligations for borrowed money beyond any period of grace with respect thereto if, in either case, (a) the
aggregate principal amount thereof is in excess of $300,000,000; and (b) the default in payment is not being contested by us in good faith and by appropriate
proceedings; and
(5) specified events of bankruptcy, insolvency, receivership or reorganization.
However, the Event of Default in clause (4) above is subject to the following:
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if such Event of Default with respect to such other series of debt securities issued under the Indenture or such default in payment with respect to such
other obligations for borrowed money shall be remedied or cured by the Issuers or waived by the requisite holders of such other series of debt securities
or such other obligations for borrowed money, then the Event of Default under the Indenture by reason thereof shall be deemed likewise to have been
thereupon remedied, cured or waived without further action upon the part of either the Trustee or any of the holders of Notes of such series; and
subject to certain duties, responsibilities and rights of the Trustee under the Indenture, the Trustee shall not be charged with knowledge of any such
Event of Default with respect to such other series of debt securities issued under the Indenture or such payment default with respect to such other
obligations for borrowed money unless written notice thereof shall have been given to a Trust Officer of the Trustee by the Issuers, by the holder or an
agent of the holder of such other obligations for borrowed money, by the trustee then acting under any indenture or other instrument under which such
payment default with respect to such other obligations for borrowed money shall have occurred, or by the holders of not less than 25% in aggregate
principal amount of outstanding debt securities of such other series.
Notice and Declaration of Defaults
The Indenture provides that the Trustee will, within the later of 90 days after the occurrence of a Default with respect to any Notes of a series outstanding
which is continuing and which is known to a Trust Officer of the Trustee, or 60 days after such Default is actually known to such Trust Officer of the Trustee or
written notice of such Default is received by the Trustee, give to the holders of the Notes of such series notice, by mail as the names and addresses of such holders
appear on the security register, or electronically if the Notes of such series are held by any depositary, of all uncured Defaults known to it, including events
specified above without grace periods, unless such Defaults shall have been cured before the giving of such notice; provided that, except in the case of Default in
the payment of the principal of, premium, if any, or interest on any of the Notes of a series, the Trustee shall be protected in withholding such notice to the holders
if the Trustee in good faith determines that withholding of such notice is in the interests of the holders of the Notes of such series.
The Trustee or the holders of not less than 25% in aggregate principal amount of the outstanding Notes of a series may declare the Notes of such series
immediately due and payable upon the occurrence of any Event of Default. The holders of a majority in principal amount of the outstanding debt securities of all
series issued under the Base Indenture affected by such waiver (voting as one class), on behalf of the holders of all of the debt securities of all such series, may
waive any existing Default and its consequences, except a Default in the payment of principal, premium, if any, or interest, including sinking fund payments
(provided, however, that only holders of a majority in aggregate principal amount of the debt securities of an applicable series may rescind an acceleration with
respect to such series and its consequences, including any related payment default that resulted from such acceleration).
Actions upon Default
In case an Event of Default with respect to the Notes of a series occurs and is continuing, the Indenture provides that the Trustee will be under no obligation
to exercise any of its rights or powers under the Indenture at the
request, order or direction of any of the holders of Notes of such series unless the applicable holders have offered to the Trustee security and indemnity,
satisfactory to the Trustee in its sole discretion, against any loss, liability or expense which may be incurred thereby. The right of a holder of any Note of a series to
institute a proceeding with respect to the Notes of such series is subject to conditions precedent including notice and indemnity to the Trustee, but the right of any
holder of any Note of such series to receive payment of the principal of, and premium, if any, and interest on their due dates or to institute suit for the enforcement
thereof shall not be impaired or affected without the consent of such holder.
The holders of a majority in aggregate principal amount of the Notes of a series outstanding will have the right to direct the time, method and place for
conducting any proceeding for any remedy available to the Trustee or exercising any power or trust conferred on the Trustee. Any direction by such holders will be
in accordance with law and the provisions of the Indenture. Subject to certain provisions of the Indenture, the Trustee shall have the right to decline to follow any
such direction if the Trustee in good faith, by a Trust Officer or Trust Officers of the Trustee, shall determine that the action or proceeding so directed may not be
lawfully taken, would involve the Trustee in personal liability, would be materially or unjustly prejudicial to the rights of holders of Notes of such series not
joining in such direction or would be unduly prejudicial to the interests of the holders of the debt securities issued under the Base Indenture of all series not joining
in the giving of such direction. The Trustee will be under no obligation to act in accordance with any such direction unless the applicable holders offer the Trustee
reasonable security and indemnity, satisfactory to the Trustee in its sole discretion, against costs, expenses and liabilities which may be incurred thereby.
Modification of the Indenture
The Issuers and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental to the Indenture, which shall conform
to the provisions of the Trust Indenture Act as then in effect, without the consent of the holders of the Notes, for one or more of the following purposes:
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to cure any ambiguity, defect or inconsistency in the Indenture or the Notes, including making any such changes as are required for the Indenture to
comply with the Trust Indenture Act;
to add an additional obligor on the Notes or to add a guarantor of the Notes, or to evidence the succession of another Person to the Company or the Co-
Issuer or any additional obligor or guarantor of the Notes, or successive successions, and the assumption by any Successor Company or Successor Co-
Issuer of the covenants, agreements and obligations of such Company, Co-Issuer or such obligor or guarantor, as the case may be, pursuant to
provisions in the Indenture concerning consolidation, merger, the sale of assets or successor entities;
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to provide for uncertificated debt securities in addition to or in place of certificated debt securities;
to add to the covenants of the Issuers for the benefit of the holders of all or any series of Notes (and if such covenants are to be for the
benefit of less than all outstanding series of debt securities, stating that such covenants are expressly being included solely for the benefit
of such series) or to surrender any of the Issuers’ rights or powers under the Indenture;
to add any additional Events of Default for the benefit of the holders of the Notes of all or any series of Notes (and if such Events of
Default are to be applicable to less than all outstanding series, stating that such Events of Default are expressly being included solely to be
applicable to such series);
to change or eliminate any of the provisions of the Indenture, provided that any such change or elimination shall not become effective with
respect to any outstanding Notes created prior to the execution of such supplemental indenture which is entitled to the benefit of such
provision;
to secure the Notes;
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to make any other change that does not adversely affect the rights of any holder of the Notes in any material respect;
to provide for the issuance of and establish the form and terms and conditions of a series of debt securities, to provide which, if any, of the
covenants of the Issuers shall apply to such series, to provide which of the events of default set forth in the Base Indenture shall apply to
such series, to add a co-issuer, to name one or more guarantors and provide for guarantees of such series, to provide for the terms and
conditions upon which the guarantee by any guarantor of such series may be released or terminated, or to define the rights of the holders of
such series of debt securities;
to issue additional Notes to the extent permitted by the Indenture; provided that such additional Notes have the same terms as, and be
deemed part of the same series as, the applicable series of Notes to the extent required under the Indenture; or
to evidence and provide for the acceptance of appointment under the Indenture by a successor Trustee with respect to the Notes and to add
to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trust
thereunder by more than one Trustee.
In addition, under the Indenture, with the consent (evidenced as provided in the Indenture) of the holders of not less than a majority in aggregate principal
amount of the outstanding debt securities of all series affected by such supplemental indenture or indentures (voting as one class), the Issuers and the Trustee from
time to time and at any time may enter into an indenture or indentures supplemental to the Indenture for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any supplemental indenture thereto or of modifying in any manner not covered by the
immediately preceding paragraph the rights of the holders of the debt securities of each such series under the Indenture. However, the following changes may only
be made with the consent of each holder of outstanding Notes of a series affected:
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extend a fixed maturity of or any installment of principal of any Notes or reduce the principal amount thereof or reduce the amount of principal of any
original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof;
reduce the rate of or extend the time for payment of interest on any Notes;
reduce the premium payable upon the redemption of any Notes;
make the Notes payable in currency other than that stated in the applicable debt security;
impair the right to institute suit for the enforcement of any payment in respect of the Notes on or after the fixed maturity thereof or, in the case of
redemption, on or after the redemption date;
modify the subordination provisions applicable to any Note in a manner adverse in any material respect to the holder thereof; or
reduce the aforesaid percentage of the Notes, the holders of which are required to consent to any such supplemental indenture or indentures.
A supplemental indenture that changes or eliminates any covenant, event of default set forth in the Base Indenture or other provision of the Indenture that has
been expressly included solely for the benefit of one or more particular series of debt securities, if any, or which modifies the rights of the holders of debt securities
of such series with respect to such covenant, event of default or other provision, shall be deemed not to affect the rights under the Indenture of the holders of debt
securities of any other series.
Notwithstanding anything herein or otherwise, the provisions under the Indenture relative to the Issuers’ obligation to make any offer to repurchase the Notes
as a result of a Change of Control Triggering Event as provided in Section 4.08 of the Base Indenture may be waived or modified with the written consent of the
holders of a majority in principal amount of the outstanding debt securities of the applicable series or multiple affected series.
It will not be necessary for the consent of the holders of the Notes of a series to approve the particular form of any proposed supplement, amendment or
waiver, but it shall be sufficient if such consent approves the substance thereof.
Information Concerning the Trustee
If an Event of Default with respect to a series of the Notes has occurred and is continuing, the Trustee shall exercise with respect to such series of Notes such
of the rights and powers vested in it by the Indenture, and use the same degree of care and skill in its exercise, as a prudent Person would exercise or use under the
circumstances in the conduct of such Person’s own affairs. If an Event of Default has occurred and is continuing, the Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at the request, order or direction of any holders of Notes of such series, unless such holders shall have
offered to the Trustee security and indemnity, satisfactory to it in its sole discretion, against any loss, liability or expense which may be incurred thereby, and then
only to the extent required by the terms of the Indenture. No provision of the Indenture shall require the Trustee to expend or risk its own funds or otherwise incur
financial liability in the performance of any of its duties under the Indenture or in the exercise of any of its rights or powers.
The Trustee may resign with respect to the Notes by giving a written notice to the Issuers. The holders of a majority in principal amount of the outstanding
Notes of a series may remove the Trustee with respect to the Notes of such series by notifying the Issuers and the Trustee in writing. The Issuers may remove the
Trustee if:
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the Trustee has or acquires a “conflicting interest,” within the meaning of Section 310(b) of the Trust Indenture Act, and fails to comply with the
provisions of Section 310(b) of the Trust Indenture Act, or otherwise fails to comply with the eligibility requirements provided in the Indenture and fails
to resign after written request therefor by the Issuers in accordance with the Indenture;
the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any bankruptcy law;
a custodian or public officer takes charge of the Trustee or its property; or
the Trustee becomes incapable of acting.
If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee with respect to either series of the Notes for any reason, the Issuers shall
promptly appoint a successor Trustee with respect to the Notes of such series.
A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of the
appointment as provided in the Indenture.
The Trustee and its Affiliates have engaged, currently are engaged, and may in the future engage in financial or other transactions with the Issuers and our
Affiliates in the ordinary course of their respective businesses.
Payment and Paying Agents
The Issuers will pay the principal of, premium, if any, and interest on the Notes at any office of ours or any agency designated by us.
The paying agent for the Euro Notes is Elavon Financial Services DAC. For so long as the Euro Notes are in global form, payment of principal and interest
on, and any other amount due in respect of, the Euro Notes will be made by or to the order of the paying agent on behalf of the common depositary or its nominee
as the registered holder thereof. After payment by the Issuers or the paying agent of interest, principal or other amounts in respect of the Euro Notes to the common
depositary (or its nominee), the Issuers will not have responsibility or liability for such amounts to Euroclear or Clearstream, or to holders or beneficial owners of
book-entry interests in the Euro Notes. The initial paying agent for the 2030 Notes is the Trustee.
In addition, the Issuers will maintain a transfer agent and a security registrar for the Notes. The initial transfer agent and security registrar will be the Trustee.
The security registrar as to the Notes will maintain a register reflecting ownership of the Notes outstanding from time to time, if any, and together with the
applicable transfer agent, will make payments on and facilitate transfers of the Notes on behalf of the Issuers. No service charge will be made for any registration
of transfer or exchange of Notes. However, we may require holders to pay any transfer taxes or other similar governmental charges payable in connection with any
such transfer or exchange.
The Issuers may change or appoint any paying agent, security registrar or transfer agent with respect to the Notes without prior notice to the holders of the
Notes. The Issuers or any of their subsidiaries may act as paying agent, transfer agent or security registrar in respect of any Notes.
Governing Law
The Indenture and any Notes issued thereunder shall be deemed to be a contract made under the internal laws of the State of New York, and for all purposes
shall be construed in accordance with the laws of the State of New York without regard to conflicts of laws principles that would require the application of any
other law. The Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of the Indenture and shall, to the extent applicable, be
governed by such provisions.
For the avoidance of doubt, articles 470-1 to 470-19 of the Luxembourg law of 10 August 1915 relating to commercial companies, as amended, do not apply
to the Notes.
Satisfaction and Discharge of the Indenture
The Indenture shall cease to be of further effect with respect to the Notes of either series if, at any time:
(a) The Issuers have delivered or have caused to be delivered to the Trustee for cancellation all Notes of such series theretofore authenticated, other
than any Notes of such series that have been destroyed, lost or stolen and that have been replaced or paid as provided in the Indenture, and Notes of such
series for whose payment funds or governmental obligations have theretofore been deposited in trust or segregated and held in trust by the Issuers and
thereupon repaid to the Issuers or discharged from such trust, as provided in the Indenture; or
(b) all such Notes of such series not theretofore delivered to the Trustee for cancellation have become due and payable or are by their terms to
become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption, and the Issuers shall irrevocably deposit or cause to be deposited with the Trustee as trust funds the entire amount, in funds or
governmental obligations, or a combination thereof, sufficient to pay at maturity or upon redemption all Notes of such series not theretofore delivered to the
Trustee for cancellation, including principal, premium, if any, and interest due or to become due on such date of maturity or redemption date, as the case may
be, and if in either case the Issuers shall also pay or cause to be paid all other sums payable under the Indenture with respect to such Notes by the Issuers.
With respect to any redemption of any Notes that requires the payment of any premium, the amount deposited pursuant to the above paragraph shall be
sufficient for purposes of the Indenture to the extent that an amount is so deposited with the Trustee or paying agent, as applicable, equal to such premium on such
Notes calculated as of the date of the notice of redemption, with any deficit on the redemption date only required to be deposited with the Trustee or paying agent,
as applicable, on or prior to the redemption date.
Notwithstanding the above, the Issuers may not be discharged from the following obligations, which will survive until the date of maturity or the redemption
date, as the case may be, for the Notes:
•
•
to make any interest or principal payments that may be required with respect to the Notes;
to register the transfer or exchange of the Notes;
•
•
•
•
•
to execute and authenticate the Notes;
to replace stolen, lost or mutilated Notes;
to maintain an office or agency with respect to the Notes;
to maintain paying agencies with respect to the Notes; and
to appoint new trustees with respect to the Notes as required by the Indenture.
The Issuers also may not be discharged from the following obligations, which will survive the defeasance and discharge of the Notes:
•
•
•
to compensate and reimburse the Trustee in accordance with the terms of the Indenture;
to receive unclaimed payments held by the Trustee for at least one year after the date upon which the principal, if any, or interest on the Notes shall
have respectively come due and payable and remit those payments to the holders thereof if required; and
to withhold or deduct taxes as provided in the Indenture.
For purposes of this description the term “governmental obligations” shall have the following meaning with respect to the Euro Notes: (x) any security which
is (i) a direct obligation of the German government or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the
German government the payment of which is fully and unconditionally guaranteed by the German government, the central bank of the German government or a
governmental agency of the German government, which, in either case (x)(i) or (ii), is not callable or redeemable at the option of the issuer thereof, and
(y) certificates, depositary receipts or other instruments which evidence a direct ownership interest in obligations described in clause (x)(i) or (x)(ii) above or in
any specific principal or interest payments due in respect thereof.
Defeasance and Discharge of Obligations
The Issuers’ obligations with respect to the Notes will be discharged upon compliance with the conditions under the caption “Covenant Defeasance”; provided that
the Issuers may not be discharged from the following obligations, which will survive until such date of maturity or the redemption date, as the case may be, for the
Notes:
•
•
•
•
•
•
•
to make any interest or principal payments that may be required with respect to the Notes;
to register the transfer or exchange of the Notes;
to execute and authenticate the Notes;
to replace stolen, lost or mutilated Notes;
to maintain an office or agency with respect to the Notes;
to maintain paying agencies with respect to the Notes; and
to appoint new trustees with respect to the Notes as required by the Indenture.
The Issuers also may not be discharged from the following obligations, which will survive the satisfaction and discharge of the Notes:
•
•
•
to compensate and reimburse the Trustee in accordance with the terms of the Indenture;
to receive unclaimed payments held by the Trustee for at least one year after the date upon which the principal, if any, or interest on the Notes shall
have respectively come due and payable and remit those payments to the holders thereof if required; and
to withhold or deduct taxes as provided in the Indenture.
Covenant Defeasance
Upon compliance with specified conditions, the Issuers may, at their option and at any time, by written notice executed by an Officer delivered to the
Trustee, elect to have their obligations, to the extent applicable, under the covenants described under “—Offer to Repurchase Upon Change of Control Triggering
Event” and “—Certain Covenants” above, and the operation of the Event of Default described in clause (3) of the first paragraph under the caption “—Events of
Default” above, discharged with respect to all outstanding Notes of a series and the Indenture insofar as such Notes are concerned. For this purpose, such covenant
defeasance means that, with respect to the outstanding Notes of a series, the Issuers may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference in the Indenture to any such covenant or by reason
of reference in any such covenant to any other provision of the Indenture or in any other document and such omission to comply shall not constitute a Default or an
Event of Default relating to the Notes of such series. These conditions are:
•
•
•
•
the Issuers irrevocably deposit in trust with the Trustee or, at the option of the Trustee, with a trustee satisfactory to the Trustee and the Issuers, as the
case may be, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, funds or governmental obligations or a
combination thereof sufficient to pay principal of, premium, if any, and interest on the outstanding Notes of such series to maturity or redemption, as
the case may be, and to pay all other amounts payable by it under the Indenture (provided that, with respect to any redemption of any Notes of a series
that requires the payment of any premium, the amount deposited pursuant to this paragraph shall be sufficient for purposes of the Indenture to the extent
that an amount is so deposited with the Trustee or paying agent, as applicable, equal to such premium on such Notes calculated as of the date of the
notice of redemption, with any deficit on the redemption date only required to be deposited with the Trustee or paying agent, as applicable, on or prior
to the redemption date), provided that (A) the trustee of the irrevocable trust shall have been irrevocably instructed to pay such funds or the proceeds of
such governmental obligations to the Trustee and (B) the Trustee shall have been irrevocably instructed to apply such funds or the proceeds of such
governmental obligations to the payment of such principal, premium, if any, and interest with respect to the Notes of such series;
the Issuers deliver to the Trustee an Officer’s Certificate stating that all conditions precedent specified herein relating to defeasance or covenant
defeasance, as the case may be, have been complied with, and an Opinion of Counsel to the same effect;
no Event of Default shall have occurred and be continuing, and no event which with notice or lapse of time or both would become such an Event of
Default shall have occurred and be continuing, on the date of such deposit; and
the Issuers shall have delivered to the Trustee an Opinion of Counsel (which, in the case of a defeasance, must be based on a change in law) or a ruling
received from the U.S. Internal Revenue Service to the effect that the beneficial owners of the Notes of a series will not recognize income, gain or loss
for U.S. federal income tax purposes as a result of the Issuers’ exercise of such defeasance or covenant defeasance and will be subject to U.S. Federal
income tax in the same amount and in the same manner and at the same times as would have been the case if such election had not been exercised.
Definitions
As used in the Notes and this “Description of Notes,” the following defined terms shall have the following meanings with respect to the Notes:
“Affiliate,” with respect to any specified Person, means any other Person directly or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the foregoing.
“Attributable Debt,” in connection with a Sale and Lease-Back Transaction, as of any particular time, means the aggregate of present values (discounted at a
rate that, at the inception of the lease, represents the effective
interest rate that the lessee would have incurred to borrow over a similar term the funds necessary to purchase the leased assets) of the obligations of JCI plc or any
Restricted Subsidiary for net rental payments during the remaining term of the applicable lease, including any period for which such lease has been extended or, at
the option of the lessor, may be extended. The term “net rental payments” under any lease of any period shall mean the sum of the rental and other payments
required to be paid in such period by the lessee thereunder, not including any amounts required to be paid by such lessee, whether or not designated as rental or
additional rental, on account of maintenance and repairs, reconstruction, insurance, taxes, assessments, water rates or similar charges required to be paid by such
lessee thereunder or any amounts required to be paid by such lessee thereunder contingent upon the amount of sales, maintenance and repairs, reconstruction,
insurance, taxes, assessments, water rates or similar charges.
“Board of Directors” means the Board of Directors of the Company or any duly authorized committee of such Board of Directors.
“business day” means any day other than a Saturday or Sunday, (1) that is not a day on which banking institutions in the City of New York or London are
authorized or obligated by law, executive order or regulation to close and (2) on which the Trans-European Automated Real-time Gross Settlement Express
Transfer System (the TARGET2 system), or any successor thereto, is open.
“Change of Control” means the occurrence of any of the following after the date of issuance of the Notes:
(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of
related transactions, of all or substantially all of the Company’s assets and the assets of its subsidiaries taken as a whole to any “person” or “group” (as those
terms are used in Section 13(d)(3) of the Exchange Act) other than to the Company or one of its subsidiaries, other than any such transaction or series of
related transactions where holders of our Voting Stock outstanding immediately prior thereto hold Voting Stock of the transferee Person representing a
majority of the voting power of the transferee Person’s Voting Stock immediately after giving effect thereto;
(2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or
“group” (as those terms are used in Section 13(d)(3) of the Exchange Act) (other than us or one of our subsidiaries) becomes the “beneficial owner” (as
defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of the Company’s Voting Stock representing a majority of the voting
power of the Company’s outstanding Voting Stock;
(3) the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into, the Company, in any
such event pursuant to a transaction in which any of the Company’s outstanding Voting Stock or Voting Stock of such other Person is converted into or
exchanged for cash, securities or other property, other than any such transaction where the Company’s Voting Stock outstanding immediately prior to such
transaction constitutes, or is converted into or exchanged for, Voting Stock representing a majority of the voting power of the Voting Stock of the surviving
Person (or its parent) immediately after giving effect to such transaction; or
(4) the adoption by the Company’s shareholders of a plan relating to our liquidation or dissolution.
Notwithstanding the foregoing, a transaction will not be deemed to involve a change of control under clause (2) above if (1) the Company becomes a direct
or indirect wholly-owned subsidiary of a holding company or other Person and (2)(A) the direct or indirect holders of the Voting Stock of such holding company or
other Person immediately following that transaction are substantially the same as the holders of the Company’s Voting Stock immediately prior to that transaction
or (B) immediately following that transaction no person (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a holding company or other
Person satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company
or other Person.
“Change of Control Triggering Event” means, with respect to the Notes of a series, such Notes cease to be rated Investment Grade by each of the Rating
Agencies on any date during the period (the “Trigger Period”) commencing 60 days prior to the first public announcement by us of any Change of Control (or
pending Change of Control) and ending 60 days following consummation of such Change of Control (which Trigger Period will be
extended following consummation of a Change of Control for so long as any of the Rating Agencies has publicly announced that it is considering a possible ratings
downgrade or withdrawal). However, a Change of Control Triggering Event otherwise arising by virtue of a particular reduction in, or withdrawal of, rating shall
not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Change of Control Triggering Event for purposes of
the definition of Change of Control Triggering Event) if the Rating Agencies making the reduction in, or withdrawal of, rating to which this definition would
otherwise apply do not announce or publicly confirm or inform the Trustee in writing at our request that the reduction or withdrawal was the result, in whole or in
part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of
Control shall have occurred at the time of the Change of Control Triggering Event). If a Rating Agency is not providing a rating for the Notes at the
commencement of any Trigger Period, the Notes will be deemed to have ceased to be rated Investment Grade by such Rating Agency during that Trigger Period.
Notwithstanding the foregoing, no Change of Control Triggering Event will be deemed to have occurred in connection with any particular Change of Control
unless and until such Change of Control has actually been consummated.
“Consolidated Net Worth” at any date means total assets less total liabilities, in each case appearing on the most recently prepared consolidated balance sheet of the
Company and its subsidiaries as of the end of a fiscal quarter of the Company, prepared in accordance with United States generally accepted accounting principles
as in effect on the date of the consolidated balance sheet.
“Consolidated Tangible Assets” at any date means total assets less all intangible assets appearing on the most recently prepared consolidated balance sheet of
the Company and its subsidiaries as of the end of a fiscal quarter of the Company, prepared in accordance with United States generally accepted accounting
principles as in effect on the date of the consolidated balance sheet.
“Default” means any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.
“Funded Indebtedness” means any Indebtedness of the Company or any consolidated subsidiary maturing by its terms more than one year from the date of
the determination thereof, including any Indebtedness renewable or extendable at the option of the obligor to a date later than one year from the date of the
determination thereof.
“Indebtedness” means, without duplication, the principal amount (such amount being the face amount or, with respect to original issue discount bonds or
zero coupon notes, bonds or debentures or similar securities, determined based on the accreted amount as of the date of the most recently prepared consolidated
balance sheet of the Company and its subsidiaries as of the end of a fiscal quarter of the Company prepared in accordance with United States generally accepted
accounting principles as in effect on the date of such consolidated balance sheet) of (i) all obligations for borrowed money, (ii) all obligations evidenced by
debentures, notes or other similar instruments, (iii) all obligations in respect of letters of credit or bankers acceptances or similar instruments or reimbursement
obligations with respect thereto (such instruments to constitute Indebtedness only to the extent that the outstanding reimbursement obligations in respect thereof are
collateralized by cash or cash equivalents reflected as assets on a balance sheet prepared in accordance with United States generally accepted accounting
principles), (iv) all obligations to pay the deferred purchase price of property or services, except (A) trade and similar accounts payable and accrued expenses,
(B) employee compensation, deferred compensation and pension obligations, and other obligations arising from employee benefit programs and agreements or
other similar employment arrangements, (C) obligations in respect of customer advances received and (D) obligations in connection with earnout and holdback
agreements, in each case in the ordinary course of business, (v) all obligations as lessee to the extent capitalized in accordance with United States generally
accepted accounting principles and (vi) all Indebtedness of others consolidated in such balance sheet that is guaranteed by JCI plc or any of its subsidiaries or for
which JCI plc or any of its subsidiaries is legally responsible or liable (whether by agreement to purchase indebtedness of, or to supply funds or to invest in,
others).
“Intangible assets” means the amount, if any, stated under the headings “Goodwill” and “Other intangible assets, net” or under any other heading of
intangible assets separately listed, in each case on the face of the most
recently prepared consolidated balance sheet of the Company and its subsidiaries as of the end of a fiscal quarter of JCI plc, prepared in accordance with United
States generally accepted accounting principles as in effect on the date of the consolidated balance sheet.
“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating category of Moody’s) and a rating of BBB– or
better by S&P (or its equivalent under any successor rating category of S&P), and the equivalent investment grade credit rating from any replacement rating
agency or rating agencies selected by us under the circumstances permitting us to select a replacement rating agency and in the manner for selecting a replacement
rating agency, in each case as set forth in the definition of “Rating Agency.”
“Moody’s” means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors.
“Officer” means any manager, director, any managing director, the chairman or any vice chairman of the Board of Directors or a board of managers, as applicable,
the chief executive officer, the president, the chief financial officer, any vice president, the treasurer, any assistant treasurer, the secretary or any assistant secretary,
or any equivalent of the foregoing, of the Company or the Co-Issuer, as applicable, or any Person duly authorized to act for or on behalf of the Company or the Co-
Issuer, as applicable.
“Officer’s Certificate” means a certificate, signed by any Officer of JCI plc and/or the Co-Issuer, as the case may be, that is delivered to the Trustee in
accordance with the terms of the Indenture.
“Opinion of Counsel” means a written opinion acceptable to the Trustee from legal counsel licensed in any State of the United States of America and
applying the laws of such State. The counsel may be an employee of or counsel to either Issuer.
“Person” means any individual, corporation, partnership, limited liability company, business trust, association, joint-stock company, joint venture, trust,
incorporated or unincorporated organization or government or any agency or political subdivision thereof.
“Principal Property” means any manufacturing, processing or assembly plant or any warehouse or distribution facility, or any office or parcel of real
property (including fixtures but excluding leases and other contract rights which might otherwise be deemed real property) of JCI plc or any of its subsidiaries that
is used by any U.S. Subsidiary of JCI plc and is located in the United States of America (excluding its territories and possessions and Puerto Rico) and (A) is
owned by JCI plc or any subsidiary of JCI plc on the date the Notes are issued, (B) the initial construction of which has been completed after the date on which the
Notes are issued, or (C) is acquired after the date on which the Notes are issued, in each case, other than any such plants, facilities, warehouses or portions thereof,
that in the opinion of the Board of Directors of JCI plc, are not collectively of material importance to the total business conducted by JCI plc and its subsidiaries as
an entirety, or that have a net book value (excluding any capitalized interest expense), on the date the Notes are issued in the case of clause (A) of this definition,
on the date of completion of the initial construction in the case of clause (B) of this definition or on the date of acquisition in the case of clause (C) of this
definition, of less than 2.0% of Consolidated Tangible Assets on the consolidated balance sheet of JCI plc and its subsidiaries as of the applicable date.
“Rating Agency” means each of Moody’s and S&P; provided, that if any of Moody’s or S&P ceases to provide rating services to issuers or investors, we may
appoint another “nationally recognized statistical rating organization” as defined under Section 3(a)(62) of the Exchange Act as a replacement for such Rating
Agency; provided, that we shall give notice of such appointment to the Trustee.
“Restricted Subsidiary” means any subsidiary of JCI plc that owns or leases a Principal Property.
“Sale and Lease-Back Transaction” means an arrangement with any Person providing for the leasing by JCI plc or a Restricted Subsidiary of any Principal
Property whereby such Principal Property has been or is to be sold or transferred by JCI plc or a Restricted Subsidiary to such Person other than JCI plc or any of
its subsidiaries; provided, however, that the foregoing shall not apply to any such arrangement involving a lease for a term, including renewal rights, for not more
than three years.
“S&P” means Standard & Poor’s Global Ratings, a division of S&P Global Inc., and its successors.
“Trust Officer” means any officer within the corporate trust department of the Trustee, including any vice president, senior associate, associate, trust officer
or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall
have direct responsibility for the administration of the Indenture.
“U.S. Subsidiary” means any subsidiary of JCI plc that was formed under the laws of the United States of America, any State thereof or the District of
Columbia (but not any territory thereof).
“Voting Stock” of any specified Person as of any date means the capital stock of such Person that is at the time entitled to vote generally in the election of the
board of directors of such Person.
JOHNSON CONTROLS INTERNATIONAL PLC
EXHIBIT 21.1
The following is a list of significant subsidiaries of Johnson Controls International plc, as defined by Section 1.02(w) of Regulation S-X, as of September 30, 2020.
Name of Company
Johnson Controls Fire Protection LP
Johnson Controls HQ Holding BVBA
Johnson Controls Security Solutions LLC
Johnson Controls, Inc.
JSV Holding S.a.r.l.
Tyco Fire & Security GmbH
Tyco International Finance Holding GmbH
Tyco International Holding S.a.r.l.
York Guangzhou Air Conditioning and Refrigeration Co., Ltd.
Jurisdiction Where Subsidiary is
Incorporated
Delaware, United States
Belgium
Delaware, United States
Wisconsin, United States
Luxembourg
Switzerland
Switzerland
Luxembourg
China
Exhibit 22.1
Tyco Fire & Security Finance S.C.A., a subsidiary of Johnson Controls International plc (the “Company”), co-issued with the
Company the debt securities listed below:
Co-Issuer of Debt Securities
1.750% Senior Notes due 2030
0.375% Senior Notes due 2027
1.000% Senior Notes due 2032
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
EXHIBIT 23.1
We hereby consent to the incorporation by reference in the Registration Statements on Form S‑3 (No. 333-236195 and 333-236195-01) and S‑8 (Nos. 333-226258,
333-213508, 333-200320, 333-185004 and 333-113943) and Post-Effective Amendment to Registration Statement Form S-4 on Form S-8 (No. 333-210588) of
Johnson Controls International plc of our report dated November 16, 2020 relating to the financial statements and financial statement schedule and the
effectiveness of internal control over financial reporting, which appears in this Form 10‑K.
/s/ PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
November 16, 2020
EXHIBIT 31.1
I, George R. Oliver, of Johnson Controls International plc, certify that:
1.
I have reviewed this annual report on Form 10-K of Johnson Controls International plc;
CERTIFICATIONS
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
Date: November 16, 2020
/s/ George R. Oliver
George R. Oliver
Chairman and Chief Executive Officer
EXHIBIT 31.2
I, Brian J. Stief, of Johnson Controls International plc, certify that:
1.
I have reviewed this annual report on Form 10-K of Johnson Controls International plc;
CERTIFICATIONS
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
Date: November 16, 2020
/s/ Brian J. Stief
Brian J. Stief
Vice Chairman and
Chief Financial Officer
CERTIFICATION OF PERIODIC FINANCIAL REPORTS
EXHIBIT 32.1
We, George R. Oliver and Brian J. Stief, of Johnson Controls International plc, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.
2.
the Annual Report on Form 10-K for the year ended September 30, 2020 (Periodic Report) to which this statement is an exhibit fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and
information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Johnson Controls
International plc.
Date: November 16, 2020
/s/ George R. Oliver
George R. Oliver
Chairman and Chief Executive
Officer
/s/ Brian J. Stief
Brian J. Stief
Vice Chairman and Chief
Financial Officer