Johnson Controls International plc 10-Q for FY2022 Q3
Johnson Controls International plc (JCI)
10-Q
2022-08-04
For: 2022-06-30
View Original
Added on
April 03, 2026
About this 10-Q
Johnson Controls International plc filed this 10-Q on August 4, 2022, covering the quarter ended June 30, 2022 (FY2022 Q3).
Headline figures
Quarter ended June 30, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $6.61B
- up 4.3% from $6.34B a year earlier
- Net income
- $379M
- down 34.0% from net income of $574M a year earlier
- Diluted EPS
- $0.55
- down 31.3% from $0.80 a year earlier
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2022
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
(Exact name of registrant as specified in its charter)
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| (Address of Principal Executive Offices and Postal Code) | (Registrant's Telephone Number) | ||||||||||
Securities Registered Pursuant to Section 12(b) of the Exchange Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) 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.
| þ | Accelerated filer | ☐ | Smaller reporting company | ||||||||||||||
| Non-accelerated filer | ¨ | Emerging growth company | |||||||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ¨ | ||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Ordinary Shares Outstanding at June 30, 2022 | |||||||
| Ordinary Shares, $0.01 par value per share | ||||||||
JOHNSON CONTROLS INTERNATIONAL PLC
FORM 10-Q
Report Index
| Page | |||||
| Part I. Financial Information | |||||
| Item 1. Financial Statements (unaudited) | |||||
Consolidated Statements of Financial Position at June 30, 2022 and September 30, 2021 | |||||
Consolidated Statements of Income for the Three and Nine Month Periods Ended June 30, 2022 and 2021 | |||||
Consolidated Statements of Comprehensive Income for the Three and Nine Month Periods Ended June 30, 2022 and 2021 | |||||
Consolidated Statements of Cash Flows for the Nine Month Periods Ended June 30, 2022 and 2021 | |||||
Consolidated Statements of Shareholders' Equity for the Three and Nine Month Periods Ended June 30, 2022 and 2021 | |||||
| Notes to Consolidated Financial Statements | |||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | |||||
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | |||||
| Item 4. Controls and Procedures | |||||
| Part II. Other Information | |||||
| Item 1. Legal Proceedings | |||||
| Item 1A. Risk Factors | |||||
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | |||||
| Item 6. Exhibits | |||||
| Signatures | |||||
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Johnson Controls International plc
Consolidated Statements of Financial Position
(in millions, except par value; unaudited)
| June 30, 2022 | September 30, 2021 | ||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable - net | |||||||||||
| Inventories | |||||||||||
| Current 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 | |||||||||||
| Current liabilities held for sale | |||||||||||
| Other current liabilities | |||||||||||
| Current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Pension and postretirement benefits | |||||||||||
| Noncurrent liabilities held for sale | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Long-term liabilities | |||||||||||
| Commitments and contingencies (Note 22) | |||||||||||
Ordinary shares, $ | |||||||||||
Ordinary A shares, € | |||||||||||
Preferred shares, $ | |||||||||||
| Ordinary shares held in treasury, at cost | ( | ( | |||||||||
| 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.
3
Johnson Controls International plc
Consolidated Statements of Income
(in millions, except per share data; unaudited)
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| 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 | |||||||||||||||||||||||
| Income from continuing operations | |||||||||||||||||||||||
| Income from discontinued operations, net of tax (Note 4) | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Income from continuing 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.
4
Johnson Controls International plc
Consolidated Statements of Comprehensive Income
(in millions; unaudited)
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
| Realized and unrealized losses on derivatives | ( | ( | ( | ( | |||||||||||||||||||
| Pension and postretirement plans | ( | ( | ( | ||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Total comprehensive income | |||||||||||||||||||||||
| Comprehensive income attributable to noncontrolling interests: | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||||||||
| Realized and unrealized gains (losses) on derivatives | ( | ( | ( | ||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Comprehensive income attributable to noncontrolling interests | |||||||||||||||||||||||
| Comprehensive income attributable to Johnson Controls | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
5
Johnson Controls International plc
Consolidated Statements of Cash Flows
(in millions; unaudited)
| Nine Months Ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| 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: | |||||||||||
| 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 | ( | ||||||||||
| Noncash restructuring and impairment charges | |||||||||||
| 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 | |||||||||||
| Proceeds from equity swap | |||||||||||
| Changes in long-term investments | |||||||||||
| Other | |||||||||||
| Cash used by investing activities from continuing operations | ( | ( | |||||||||
| Financing Activities of Continuing Operations | |||||||||||
| Increase in short-term debt - net | |||||||||||
| Repayment of long-term debt | ( | ( | |||||||||
| Stock repurchases and retirements | ( | ( | |||||||||
| Payment of cash dividends | ( | ( | |||||||||
| Proceeds from the exercise of stock options | |||||||||||
| Employee equity-based compensation withholding taxes | ( | ( | |||||||||
| Change in noncontrolling interest share | ( | ||||||||||
| Dividends paid to noncontrolling interests | ( | ( | |||||||||
| Other - net | |||||||||||
| Cash provided (used) by financing activities from continuing operations | ( | ||||||||||
| Discontinued Operations | |||||||||||
| Cash used by operating activities | ( | ( | |||||||||
| Cash used by discontinued operations | ( | ( | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | ( | ||||||||||
| 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.
6
Johnson Controls International plc
Consolidated Statements of Shareholders' Equity
(in millions, except per share data; unaudited)
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Shareholders' Equity Attributable to Johnson Controls | |||||||||||||||||||||||
| Beginning Balance | $ | $ | $ | $ | |||||||||||||||||||
| Ordinary Shares | |||||||||||||||||||||||
| Beginning balance | |||||||||||||||||||||||
| Repurchases and retirements of ordinary shares | ( | ||||||||||||||||||||||
| Ending balance | |||||||||||||||||||||||
| Ordinary Shares Held in Treasury, at Cost | |||||||||||||||||||||||
| Beginning balance | ( | ( | ( | ( | |||||||||||||||||||
| Other, including options exercised | ( | ( | ( | ( | |||||||||||||||||||
| Ending balance | ( | ( | ( | ( | |||||||||||||||||||
| Capital in Excess of Par Value | |||||||||||||||||||||||
| Beginning balance | |||||||||||||||||||||||
| Change in noncontrolling interest share | ( | ||||||||||||||||||||||
| Other, including options exercised | |||||||||||||||||||||||
| Ending balance | |||||||||||||||||||||||
| Retained Earnings | |||||||||||||||||||||||
| Beginning balance | |||||||||||||||||||||||
| Net income attributable to Johnson Controls | |||||||||||||||||||||||
| Cash dividends declared | ( | ( | ( | ( | |||||||||||||||||||
| Repurchases and retirements of ordinary shares | ( | ( | ( | ( | |||||||||||||||||||
| Adoption of ASU 2016-13 | ( | ||||||||||||||||||||||
| Ending balance | |||||||||||||||||||||||
| Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||
| Beginning balance | ( | ( | ( | ( | |||||||||||||||||||
| Other comprehensive income | ( | ( | |||||||||||||||||||||
| Ending balance | ( | ( | ( | ( | |||||||||||||||||||
| Ending Balance | |||||||||||||||||||||||
| Shareholders' Equity Attributable to Noncontrolling Interests | |||||||||||||||||||||||
| Beginning Balance | |||||||||||||||||||||||
| Comprehensive income attributable to noncontrolling interests | |||||||||||||||||||||||
| Dividends attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||
| Change in noncontrolling interest share | ( | ||||||||||||||||||||||
| Ending Balance | |||||||||||||||||||||||
| Total Shareholders' Equity | $ | $ | $ | $ | |||||||||||||||||||
| Cash Dividends Declared per Ordinary Share | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
7
Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2022
(unaudited)
1.Basis of Presentation
The consolidated financial statements include the consolidated accounts of Johnson Controls International plc, a public limited company organized under the laws of Ireland, and its subsidiaries (Johnson Controls International plc and all its subsidiaries, hereinafter collectively referred to as the "Company" or "Johnson Controls"). In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (which include normal recurring adjustments) necessary to state fairly the financial position, results of operations and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been omitted pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC"). These consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended September 30, 2021 filed with the SEC on November 15, 2021. The results of operations for the three and nine month periods ended June 30, 2022 are not necessarily indicative of results for the Company’s 2022 fiscal year because of seasonal and other factors.
Nature of Operations
Johnson Controls International plc, headquartered in Cork, Ireland, is a global leader in smart, healthy and sustainable buildings, serving a wide range of customers in more than 150 countries. The Company’s products, services, systems and solutions advance the safety, comfort and intelligence of spaces to serve people, places and the planet. The Company is committed to helping its customers win and creating greater value for all of its stakeholders through its strategic focus on buildings.
The Company is a global leader in engineering, manufacturing, commissioning and retrofitting 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, management and repair of equipment (in the HVAC, industrial refrigeration, security and fire-protection space), energy-management consulting and data-driven “smart building” services and solutions powered by its OpenBlue software platform and capabilities. The Company partners with customers by leveraging its broad product portfolio and digital capabilities powered by OpenBlue, together with its direct channel service and solutions capabilities, to deliver outcome-based solutions across the lifecycle of a building that address customers’ needs to improve energy efficiency and reduce greenhouse gas emissions.
Principles of Consolidation
The consolidated financial statements include the consolidated accounts of Johnson Controls International plc and its subsidiaries that are consolidated in conformity with U.S. GAAP. All significant intercompany transactions have been eliminated. The results of companies acquired or disposed of during the reporting period 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.
Restricted Cash
At June 30, 2022 and September 30, 2021, the Company held restricted cash of approximately $35 million and $6 million, respectively, all of which was recorded within other current assets in the consolidated statements of financial position. These amounts were related to cash restricted for payment of asbestos liabilities and certain litigation and environmental matters.
8
Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2022
(unaudited)
Retrospective Changes
Effective October 1, 2021, the Company's marine businesses, which were previously included in the Building Solutions Asia Pacific and Global Products segments, became part of the Building Solutions EMEA/LA segment. Historical information has been re-cast to present the comparative periods on a consistent basis. This change was not material to the segment presentation. Refer to Note 8, "Goodwill and Other Intangible Assets," and Note 20, “Segment Information,” of the notes to the consolidated financial statements for further information.
2. New Accounting Standards
Recently Adopted Accounting Pronouncements
In October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which requires contract assets and contract liabilities (e.g. deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, “Revenue from Contracts with Customers.” Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree. Historically, such amounts were recognized by the acquirer at fair value in acquisition accounting. The guidance is applied prospectively to acquisitions occurring on or after the effective date. During the quarter ended December 31, 2021, the Company early adopted ASU No. 2021-08. The adoption of the new standard did not have a material impact on the Company's consolidated financial statements.
Recently Issued Accounting Pronouncements
Recently issued accounting pronouncements are not expected to have a material impact on the Company's consolidated financial statements.
3.Acquisitions and Divestitures
During the first nine months of fiscal 2022, the Company completed certain acquisitions for a combined purchase price, net of cash acquired, of $287 million, of which $236 million was paid as of June 30, 2022. In connection with the acquisitions, the Company recorded goodwill of $45 million within the Building Solutions Asia Pacific segment, $68 million within the Building Solutions EMEA/LA segment, $24 million within the Building Solutions North America segment and $45 million within the Global Products segment.
During the first nine months of fiscal 2022, the Company completed a divestiture within the Buildings Solutions EMEA/LA segment. The selling price, net of cash divested, was $18 million, of which $16 million was received as of June 30, 2022. In connection with the divestiture, the Company reduced goodwill by $5 million.
Silent-Aire Acquisition
On May 12, 2021, the Company completed its acquisition of Silent-Aire, a global leader in hyperscale data center cooling and modular critical infrastructure solutions, for approximately $755 million, net of cash acquired, which was comprised of an upfront net cash payment of approximately $661 million, the estimated fair value at the acquisition date of contingent earn-out liabilities of approximately $86 million and a working capital adjustment of $8 million. The contingent earn-out liabilities are based upon the achievement of certain defined operating results in each of the three years following the acquisition and cumulatively over the three-year period, with a maximum payout of approximately $250 million. The fair value of contingent earn-out liabilities is reassessed on a quarterly basis and could differ materially from the initial estimates. Subsequent changes in the estimated fair value of contingent earn-out liabilities are recorded in the consolidated statements of income when incurred. During the nine months ended June 30, 2022, the Company recorded a reduction in the fair value of the contingent earn-out liability of $43 million. No earn-out payments were made for the first twelve-month earn-out period ended May 31, 2022 as the performance measures for the period were not achieved.
9
Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2022
(unaudited)
In connection with the acquisition, the Company recorded goodwill of $244 million in the Global Products segment. Goodwill is attributable primarily to expected synergies, expanded market opportunities and other benefits that the Company believes will result from combining its operations with the operations of Silent-Aire. The goodwill created in the acquisition is not deductible for tax purposes.
During the first nine months of fiscal 2021, the Company completed certain additional acquisitions for a combined purchase price, net of cash acquired, of $58 million, of which $46 million was paid as of June 30, 2021. In connection with the acquisitions, the Company recorded goodwill of $21 million within the Building Solutions EMEA/LA segment and $17 million within the Building Solutions North America segment.
During the first nine months of fiscal 2021, the Company completed certain divestitures within the Buildings Solutions Asia Pacific segment. The combined selling price was $27 million, of which $19 million was received as of June 30, 2021. In connection with the divestitures, the Company reduced goodwill by $7 million.
Acquisitions and divestitures were not material to the Company's consolidated financial statements in the first nine months of fiscal 2022 or 2021.
4. Discontinued Operations & Assets and Liabilities Held for Sale
Discontinued Operations
On April 30, 2019, the Company completed the sale of its Power Solutions business. In December 2020, the favorable resolution of certain post-closing working capital and net debt adjustments resulted in income from discontinued operations, net of tax, of $124 million due to a reversal of a reserve established in connection with the sale.
The following table summarizes the results of Power Solutions which are classified as discontinued operations (in millions):
| Nine Months Ended June 30, 2021 | |||||||||||
| 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 | $ | ||||||||||
There is no Power Solutions related activity for the three and nine months ended June 30, 2022 and the three months ended June 30, 2021.
Assets and Liabilities Held for Sale
During the third quarter of fiscal 2022, the Company determined that a business within the Building Solutions Asia Pacific segment met the criteria to be classified as held for sale. The assets and liabilities of this business are presented as held for sale in the consolidated statements of financial position as of June 30, 2022. Assets and liabilities held for sale are required to be recorded at the lower of carrying value or fair value, less costs to sell in accordance with ASC 360-10-15, "Impairment or Disposal of Long-Lived Assets". Accordingly, the Company has recorded total impairment charges of $60 million within restructuring and impairment costs in the consolidated statements of income to write down the disposal group to its estimated fair value, less costs to sell. The divestiture of the business held for sale could result in a gain or loss on sale to the extent the ultimate selling price differs from the current carrying value of the net assets recorded. The
10
Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2022
(unaudited)
business did not meet the criteria to be classified as a discontinued operation as the divestiture of the business does not represent a strategic shift that will have a major effect on the Company's operations and financial results.
During the second quarter of fiscal 2022, the Company determined that its Global Retail business within its Building Solutions North America, Building Solutions Asia Pacific and Building Solutions EMEA/LA segments met the criteria to be classified as held for sale. The assets and liabilities of this business are presented as held for sale in the consolidated statements of financial position as of June 30, 2022. The carrying amount of any assets, including goodwill, that are part of the disposal group, but not in the scope of ASC 360-10, should be tested for impairment under the relevant guidance prior to measuring the disposal group at fair value, less cost to sell. Accordingly, the Company recorded a non-cash impairment charge of $235 million during the second quarter of fiscal 2022 within restructuring and impairment costs in the consolidated statements of income to write down the goodwill related to its North America Retail reporting unit. Refer to Note 8, "Goodwill and Other Intangible Assets," of the notes to the consolidated financial statements for further information regarding the goodwill impairment charges. Additionally, the Company recorded total impairment charges of $86 million within restructuring and impairment costs in the consolidated statements of income to write down the disposal group to its estimated fair value, less costs to sell. Refer to Note 18, "Impairment of Long-Lived Assets," of the notes to the consolidated financial statements for further information regarding the impairment charges. The divestiture of the business held for sale could result in a gain or loss on sale to the extent the ultimate selling price differs from the current carrying value of the net assets recorded, which could be material. The business did not meet the criteria to be classified as a discontinued operation as the divestiture of the business does not represent a strategic shift that will have a major effect on the Company's operations and financial results.
The following table summarizes the carrying value of the Global Retail assets and liabilities held for sale (in millions):
| June 30, 2022 | |||||||||||
| Accounts receivable - net | $ | ||||||||||
| Inventories | |||||||||||
| Other current assets | |||||||||||
| Current assets held for sale | $ | ||||||||||
| Property, plant and equipment - net | $ | ||||||||||
| Goodwill | |||||||||||
| Other intangible assets - net | |||||||||||
| Other noncurrent assets | |||||||||||
| Noncurrent assets held for sale | $ | ||||||||||
| Accounts payable | $ | ||||||||||
| Accrued compensation and benefits | |||||||||||
| Deferred revenue | |||||||||||
| Other current liabilities | |||||||||||
| Current liabilities held for sale | $ | ||||||||||
| Other noncurrent liabilities | $ | ||||||||||
| Noncurrent liabilities held for sale | $ | ||||||||||
11
Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2022
(unaudited)
5. Revenue Recognition
Disaggregated Revenue
The following tables present the Company's revenues disaggregated by segment and by Products & Systems and Services revenue (in millions):
| Three Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||||||||||||||||||||
| Products & Systems | Services | Total | Products & Systems | Services | Total | |||||||||||||||||||||||||||||||||
| Building Solutions North America | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Building Solutions EMEA/LA | ||||||||||||||||||||||||||||||||||||||
| Building Solutions Asia Pacific | ||||||||||||||||||||||||||||||||||||||
| Global Products | ||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Nine Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||||||||||||||||||||
| Products & Systems | Services | Total | Products & Systems | Services | Total | |||||||||||||||||||||||||||||||||
| Building Solutions North America | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
| Building Solutions EMEA/LA | ||||||||||||||||||||||||||||||||||||||
| Building Solutions Asia Pacific | ||||||||||||||||||||||||||||||||||||||
| Global Products | ||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
The following table presents further disaggregation of Global Products segment revenues by product type (in millions):
| Three Months Ended June 30, | Nine Months Ended June 30, | |||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||
| HVAC | $ | $ | $ | $ | ||||||||||||||||||||||
| Fire & Security | ||||||||||||||||||||||||||
| Industrial Refrigeration | ||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||
Contract Balances
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 balances are classified as assets or liabilities on a contract-by-contract basis at the end of each reporting period.
12
Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2022
(unaudited)
The following table presents the location and amount of contract balances in the Company's consolidated statements of financial position (in millions):
| Location of contract balances | June 30, 2022 | September 30, 2021 | ||||||||||||||||||||||||
| Contract assets - current | Accounts receivable - net | $ | $ | |||||||||||||||||||||||
| Contract assets - noncurrent | Other noncurrent assets | |||||||||||||||||||||||||
| Contract liabilities - current | Deferred revenue | ( | ( | |||||||||||||||||||||||
| Contract liabilities - noncurrent | Other noncurrent liabilities | ( | ( | |||||||||||||||||||||||
For the three months ended June 30, 2022 and 2021, the Company recognized revenue of $193 million and $149 million, respectively, that was included in the beginning of period contract liability balance. For the nine months ended June 30, 2022 and 2021, the Company recognized revenue of $1,252 million and $1,084 million, respectively, that was included in the beginning of period contract liability balance.
Performance Obligations
A performance obligation is a distinct good, service, or a bundle of goods and services promised in a contract. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. When contracts with customers require significant and complex integration, contain goods or services which are highly interdependent or interrelated, or are goods or services which significantly modify or customize other promises in the contracts and, therefore, are not distinct, then the entire contract is accounted for as a single performance obligation. For any contracts with multiple performance obligations, the contract’s transaction price is allocated to each performance obligation based on the estimated relative standalone selling price of each distinct good or service in the contract. For product sales, each product sold to a customer typically represents a distinct performance obligation.
Performance obligations are satisfied as of a point in time or over time. The timing of satisfying the performance obligation is typically indicated by the terms of the contract. As of June 30, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $17.5 billion, of which approximately 65 % 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.
The following table presents the location and amount of costs to obtain or fulfill a contract recorded in the Company's consolidated statements of financial position (in millions):
| June 30, 2022 | September 30, 2021 | |||||||||||||||||||
| Other current assets | $ | $ | ||||||||||||||||||
| Other noncurrent assets | ||||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||
During both the three months ended June 30, 2022 and 2021, the Company recognized amortization expense of $48
13
Johnson Controls International plc
Notes to Consolidated Financial Statements
June 30, 2022
(unaudited)
6. Accounts Receivable, Net
The Company enters into various factoring agreements to sell certain accounts receivable to third-party financial institutions. For the majority of these agreements, for ease of administration, the Company collects customer payments related to the factored receivables on behalf of the financial institutions but otherwise maintains no continuing involvement with respect to the factored receivables. 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. The Company sold $244 million and $612 million of accounts receivable under these factoring agreements during the three and nine months ended June 30, 2022, respectively. The cost of factoring such receivables was not material. As of June 30, 2022, $195 million of previously sold receivables were still outstanding. No receivables were factored during the nine months ended June 30, 2021.
Accounts receivable, net consisted of the following (in millions):
| June 30, 2022 | September 30, 2021 | |||||||||||||||||||
| Accounts receivable | $ | $ | ||||||||||||||||||
| Less: Allowance for expected credit losses | ( | ( | ||||||||||||||||||
| Accounts receivable, net | $ | $ | ||||||||||||||||||
The changes in the allowance for expected credit losses related to accounts receivable were as follows (in millions):
| Nine Months Ended June 30, | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Balance at beginning of period | $ | $ | |||||||||||||||||||||
| Provision (benefit) for expected credit losses | ( | ||||||||||||||||||||||
| Write-offs charged against the allowance for expected credit losses | ( | ( | |||||||||||||||||||||
| Other | ( | ||||||||||||||||||||||
Balance at end of period | $ | $ | |||||||||||||||||||||
14
7. Inventories
Inventories consisted of the following (in millions):
| June 30, 2022 | September 30, 2021 | ||||||||||
| Raw materials and supplies | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Inventories | $ | $ | |||||||||
8. Goodwill and Other Intangible Assets
Effective October 1, 2021, the Company's marine businesses previously included in the Building Solutions Asia Pacific and Global Products reportable segments became part of the Building Solutions EMEA/LA reportable segment. Historical information has been re-cast to present the comparative periods on a consistent basis. This change was not material to the segment presentation or the allocation of goodwill.
The changes in the carrying amount of goodwill in each of the Company’s reportable segments for the nine-month period ended June 30, 2022 were as follows (in millions):
| Business Acquisitions | Business Divestitures | Impairments | Currency Translation and Other | ||||||||||||||||||||||||||||||||
| September 30, | June 30, | ||||||||||||||||||||||||||||||||||
| 2021 | 2022 | ||||||||||||||||||||||||||||||||||
| Building Solutions North America | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Building Solutions EMEA/LA | ( | ( | |||||||||||||||||||||||||||||||||
| Building Solutions Asia Pacific | ( | ( | |||||||||||||||||||||||||||||||||
| Global Products | ( | ||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||
Business divestitures include $93 million and $29 million of goodwill within the Building Solutions EMEA/LA and Building Solutions Asia Pacific reportable segments, respectively, transferred to noncurrent assets held for sale on the consolidated statements of financial position.
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. In the second quarter of fiscal 2022, the Company concluded it had a triggering event requiring assessment of goodwill impairment for its North America Retail reporting unit in conjunction with classifying its Global Retail business as held for sale. Refer to Note 4, "Discontinued Operations & Assets and Liabilities Held for Sale," of the notes to the consolidated financial statements for further disclosure related to the Global Retail assets held for sale. As a result, the Company recorded a non-cash impairment charge of $235 million within restructuring and impairment costs in the consolidated statements of income in the second quarter of fiscal 2022. The North America Retail reporting unit has no remaining goodwill balance as of June 30, 2022. The Company used the market approach to estimate the fair value of the reporting unit based on the relative estimated sales proceeds for the planned disposal of the Global Retail business attributable to the North America Retail reporting unit. The inputs utilized in the analysis are classified as Level 3 inputs within the fair value hierarchy as defined in ASC 820, "Fair Value Measurement."
There were no other triggering events requiring that an impairment assessment be conducted in the nine months ended June 30, 2022. However, it is possible that future changes in circumstances would require the Company to record additional non-cash impairment charges.
15
At June 30, 2022, accumulated goodwill impairment charges totaled $706 million, of which $659 million related to the Building Solutions North America segment and $47 million related to the Building Solutions EMEA/LA segment. At September 30, 2021, accumulated goodwill impairment charges totaled $471 million, of which $424 million related to the Building Solutions North America segment and $47 million related to the Building Solutions EMEA/LA segment.
The Company’s other intangible assets, primarily from business acquisitions, consisted of (in millions):
| June 30, 2022 | September 30, 2021 | ||||||||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net | Gross Carrying Amount | Accumulated Amortization | Net | ||||||||||||||||||||||||||||||
| Definite-lived intangible assets | |||||||||||||||||||||||||||||||||||
| Technology | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Customer relationships | ( | ( | |||||||||||||||||||||||||||||||||
| Miscellaneous | ( | ( | |||||||||||||||||||||||||||||||||
| ( | ( | ||||||||||||||||||||||||||||||||||
| Indefinite-lived intangible assets | |||||||||||||||||||||||||||||||||||
| Trademarks/trade names | — | — | |||||||||||||||||||||||||||||||||
| Miscellaneous | — | — | |||||||||||||||||||||||||||||||||
| — | — | ||||||||||||||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
Amortization of other intangible assets included within continuing operations for the three-month periods ended June 30, 2022 and 2021 was $102 million and $112 million, respectively. Amortization of other intangible assets included within continuing operations for the nine month periods ended June 30, 2022 and 2021 was $326 million and $320 million, respectively.
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. There were no triggering events requiring that an impairment assessment be conducted in the nine months ended June 30, 2022. However, it is possible that future changes in circumstances would require the Company to record additional non-cash impairment charges.
9. Leases
The following table presents supplemental consolidated statement of financial position information (in millions):
| Location of lease balances | June 30, 2022 | September 30, 2021 | |||||||||||||||
| Operating lease right-of-use assets | Other noncurrent assets | $ | $ | ||||||||||||||
| Operating lease liabilities - current | Other current liabilities | ||||||||||||||||
| Operating lease liabilities - noncurrent | Other noncurrent liabilities | ||||||||||||||||
The following table presents supplemental noncash operating lease activity, excluding leases acquired in business combinations (in millions):
| Nine Months Ended June 30, | ||||||||||||||||||||||||||||||||
| 2022 | 2021 | |||||||||||||||||||||||||||||||
| Right-of-use assets obtained in exchange for operating lease liabilities | $ | $ | ||||||||||||||||||||||||||||||
16
10. Debt and Financing Arrangements
As of June 30, 2022, the Company had 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 2022. As of June 30, 2022, there were no draws on the facilities.
In March 2022, the Company entered into two bank term loans totaling €285 million ($297 million as of June 30, 2022) which are both due in March 2023. In November 2021, the Company entered into a €200 million ($208 million as of June 30, 2022) bank term loan which is due in October 2022.
The Company had $1.6 billion of commercial paper outstanding as of June 30, 2022. No commercial paper was outstanding as of September 30, 2021.
Net Financing Charges
Net financing charges consisted of the following (in millions):
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Interest expense, net of capitalized interest costs | $ | $ | $ | $ | |||||||||||||||||||
| Other financing charges | |||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||
| Net foreign exchange results for financing activities | ( | ( | ( | ( | |||||||||||||||||||
| Net financing charges | $ | $ | $ | $ | |||||||||||||||||||
11. 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 12, "Fair Value Measurements," of the notes to the 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 forward 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 are systematically managed pursuant to policy guidelines. The maturities of the commodity hedge contracts coincide with the expected purchase of the commodities.
17
The Company had the following outstanding contracts to hedge forecasted commodity purchases (in metric tons):
| Volume Outstanding as of | ||||||||||||||
| Commodity | June 30, 2022 | September 30, 2021 | ||||||||||||
| Copper | ||||||||||||||
| Aluminum | ||||||||||||||
In April 2021, the Company entered into two forward-starting interest rate swaps with a combined notional amount of $500 million, in conjunction with its anticipated $500 million note issuance. In September 2021, the Company terminated the swaps as the debt was issued. Accumulated amounts recorded in AOCI as of the date of the debt issuance are amortized to interest expense over the life of the related note to reflect the difference between the swap's reference rate and the fixed rate of the note.
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 AOCI attributable to Johnson Controls ordinary shareholders where they offset currency gains and losses recorded on the Company's net investments globally. The Company had 2.3 25
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. The Company hedged approximately 0.3 million of its ordinary shares, which had a cost basis of $23 million, as of September 30, 2021. No ordinary shares were hedged as of June 30, 2022.
18
Fair Value of Derivative Instruments
The following table presents the location and fair values of derivative instruments and hedging activities included in the Company’s consolidated statements of financial position (in millions):
| Derivatives and Hedging Activities Designated as Hedging Instruments under ASC 815 | Derivatives and Hedging Activities Not Designated as Hedging Instruments under ASC 815 | ||||||||||||||||||||||
| June 30, | September 30, | June 30, | September 30, | ||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| 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
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 | |||||||||||||||||||||||||||||||||||||
| June 30, | September 30, | June 30, | September 30, | |||||||||||||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||||||||||||
| Gross amount recognized | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Gross amount eligible for offsetting | ( | ( | ( | ( | ||||||||||||||||||||||||||||||||||
| Net amount | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
19
Derivatives Impact on the Statements of Income and Statements of Comprehensive Income
The following table presents the pre-tax gains recorded in other comprehensive income (loss) related to cash flow hedges (in millions):
| Derivatives in ASC 815 Cash Flow Hedging Relationships | Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||
| Foreign currency exchange derivatives | $ | $ | $ | $ | ||||||||||||||||||||||
| Commodity derivatives | ( | ( | ||||||||||||||||||||||||
| Interest rate swaps | ( | ( | ||||||||||||||||||||||||
| Total | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||
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 (in millions):
| Derivatives in ASC 815 Cash Flow Hedging Relationships | Location of Gain (Loss) Reclassified from AOCI into Income | Three Months Ended June 30, | Nine Months Ended June 30, | |||||||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||||||
| Foreign currency exchange derivatives | Cost of sales | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Commodity derivatives | Cost of sales | ( | ( | |||||||||||||||||||||||||||||
| Interest rate swaps | Net financing charges | ( | ( | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||||||||||||||||||
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 (in millions):
| Derivatives Not Designated as Hedging Instruments under ASC 815 | Location of Gain (Loss) Recognized in Income on Derivative | Three Months Ended June 30, | Nine Months Ended June 30, | |||||||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||||||
| Foreign currency exchange derivatives | Cost of sales | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||
| Foreign currency exchange derivatives | Selling, general and administrative | ( | ( | |||||||||||||||||||||||||||||
| Foreign currency exchange derivatives | Net financing charges | ( | ( | |||||||||||||||||||||||||||||
| Equity swap | Selling, general and administrative | ( | ( | |||||||||||||||||||||||||||||
| Total | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||
12. 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
20
Level 3: Unobservable inputs where there is little or no market data, which requires the reporting entity to develop its own assumptions.
ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.
Recurring Fair Value Measurements
The following tables present the Company’s fair value hierarchy for those assets and liabilities measured at fair value (in millions):
| Fair Value Measurements Using: | |||||||||||||||||||||||
| Total as of June 30, 2022 | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||
| Other current assets | |||||||||||||||||||||||
| Foreign currency exchange derivatives | $ | $ | $ | $ | |||||||||||||||||||
Exchange traded funds (fixed income)1 | |||||||||||||||||||||||
| Other noncurrent assets | |||||||||||||||||||||||
| Deferred compensation plan assets | |||||||||||||||||||||||
Exchange traded funds (fixed income)1 | |||||||||||||||||||||||
Exchange traded funds (equity)1 | |||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||
| Other current liabilities | |||||||||||||||||||||||
| Foreign currency exchange derivatives | $ | $ | $ | $ | |||||||||||||||||||
| Commodity derivatives | |||||||||||||||||||||||
| Contingent earn-out liabilities | |||||||||||||||||||||||
| Other noncurrent liabilities | |||||||||||||||||||||||
| Contingent earn-out liabilities | |||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | |||||||||||||||||||
21
| Fair Value Measurements Using: | |||||||||||||||||||||||
| Total as of September 30, 2021 | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||
| Other current assets | |||||||||||||||||||||||
| Foreign currency exchange derivatives | $ | $ | $ | $ | |||||||||||||||||||
| Commodity derivatives | |||||||||||||||||||||||
| Other noncurrent assets | |||||||||||||||||||||||
| Deferred compensation plan assets | |||||||||||||||||||||||
Exchange traded funds (fixed income)1 | |||||||||||||||||||||||
Exchange traded funds (equity)1 | |||||||||||||||||||||||
| Equity swap | |||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||
| Other current liabilities | |||||||||||||||||||||||
| Foreign currency exchange derivatives | $ | $ | $ | $ | |||||||||||||||||||
| Commodity derivatives | |||||||||||||||||||||||
| Contingent earn-out liabilities | |||||||||||||||||||||||
| Other noncurrent liabilities | |||||||||||||||||||||||
| Contingent earn-out liabilities | |||||||||||||||||||||||
| Total liabilities | $ | $ | $ | $ | |||||||||||||||||||
The following table summarizes the changes in contingent earn-out liabilities, which are valued using significant unobservable inputs (Level 3) (in millions):
| Balance at September 30, 2021 | $ | |||||||
| Acquisitions | ||||||||
| Reduction for change in estimates | ( | |||||||
| Currency translation | ( | |||||||
Balance at June 30, 2022 | $ | |||||||
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.
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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 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 the consolidated financial statements for further information.
The following table presents the portion of unrealized gains (losses) recognized in the consolidated statements of income that relate to equity securities still held at June 30, 2022 and 2021 (in millions):
| Three Months Ended June 30, | Nine Months Ended June 30, | |||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||
| Deferred compensation plan assets | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||
| Investments in exchange traded funds | ( | ( | ||||||||||||||||||||||||
All of the gains (losses) on investments in exchange traded funds related to restricted investments.
13. Stock-Based Compensation
On March 10, 2021, the shareholders of the Company approved the Johnson Controls International plc 2021 Equity and Incentive Plan, which terminated the 2012 Share and Incentive Plan, as amended in September 2016 (collectively, the "Plans"). Both Plans authorize stock options, stock appreciation rights, restricted (non-vested) stock/units, performance shares, performance units and other stock-based awards. The Compensation and Talent Development Committee of the Company's Board of Directors determines the types of awards to be granted to individual participants and the terms and conditions of the awards. Awards are typically granted annually in the Company’s fiscal first quarter.
A summary of the stock-based awards granted is presented below:
| Nine Months Ended June 30, | |||||||||||||||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||||||||||||||
| Number Granted | Weighted Average Grant Date Fair Value | Number Granted | Weighted Average Grant Date Fair Value | ||||||||||||||||||||||||||||||||
| Stock options | $ | $ | |||||||||||||||||||||||||||||||||
| Stock appreciation rights | |||||||||||||||||||||||||||||||||||
| Restricted stock/units | |||||||||||||||||||||||||||||||||||
| Performance shares | |||||||||||||||||||||||||||||||||||
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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 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. The expected volatility is based on the historical volatility of the Company’s stock since October 2016 blended with the historical volatility of certain peer companies’ stock prior to October 2016 over the most recent period corresponding to the expected life as of the grant date. The expected dividend yield is based on the expected annual dividend as a percentage of the market value of the Company’s ordinary shares as of the grant date. The Company uses historical data to estimate option exercises and employee terminations within the valuation model.
| Nine Months Ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Expected life of option (years) | |||||||||||
| Risk-free interest rate | |||||||||||
| Expected volatility of the Company’s stock | |||||||||||
| Expected dividend yield on the Company’s stock | |||||||||||
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 the 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. The fair value of each SAR award is estimated using a similar method and assumptions as 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.
Restricted (Non-vested) Stock / Units
Restricted stock or restricted stock units are typically share settled unless the employee is a non-U.S. employee, in which case the awards are settled in cash. Restricted awards typically vest over a period of three years from the grant date. The Plans allow for different vesting terms on specific grants with approval by the Compensation and Talent Development Committee. 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.
Performance Share Awards
Performance-based share unit ("PSU") awards are generally contingent on the achievement of predetermined performance goals over a performance period of one to three years as well as on the award holder's continuous employment until the vesting date. The majority of 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 employee is a non-U.S. employee, in which case the awards are settled in cash.
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The fair value of the portion of PSUs linked to the achievement of performance goals is based on the closing market value of the Company's ordinary shares on the date of grant. Share-based compensation expense for these PSUs is recognized over the performance period based on the probability of achieving the performance targets.
The fair value of the portion of PSUs indexed to total shareholder return 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. 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. Share-based compensation expense for these PSUs is not adjusted based upon performance subsequent to the grant date as the likelihood of achieving the market condition is incorporated in the grant date fair value of the award.
| Nine Months Ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Risk-free interest rate | |||||||||||
| Expected volatility of the Company’s stock | |||||||||||
14. Earnings Per Share
The Company presents both basic and diluted earnings per share ("EPS") amounts. Basic EPS is calculated by dividing net income attributable to Johnson Controls by the weighted average number of ordinary shares outstanding during the reporting period. Diluted EPS is calculated by dividing net income attributable to Johnson Controls by the weighted average number of ordinary shares and ordinary equivalent shares outstanding during the reporting period that are calculated using the treasury stock method for stock options, unvested restricted stock and unvested performance share awards. The treasury stock method assumes that the Company uses the proceeds from the exercise of stock option awards to repurchase ordinary shares at the average market price during the period. The assumed proceeds under the treasury stock method include the purchase price that the grantee will pay in the future and compensation cost for future service that the Company has not yet recognized. For unvested restricted stock and unvested performance share awards, assumed proceeds under the treasury stock method include unamortized compensation cost.
The following table reconciles the numerators and denominators used to calculate basic and diluted earnings per share (in millions):
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| 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 | |||||||||||||||||||||||
| Stock options and unvested restricted stock | |||||||||||||||||||||||
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15. Equity
Share repurchase program
For the three and nine months ended June 30, 2022, the Company repurchased and immediately retired $392 million and $1,427 million of its ordinary shares, respectively. For the three and nine months ended June 30, 2021, the Company repurchased and immediately retired $340 million and $1,001 million of its ordinary shares, respectively. In March 2021, the Company's Board of Directors approved a $4 billion increase to the Company's share repurchase authorization, adding to the $2 billion remaining as of December 31, 2020 under the prior share repurchase authorization approved in 2019. As of June 30, 2022, approximately $3.6 billion remains available under the Company's share repurchase authorization.
Accumulated Other Comprehensive Income (Loss)
The following schedules present changes in AOCI attributable to Johnson Controls (in millions, net of tax):
| Three Months Ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Foreign currency translation adjustments | |||||||||||
| Balance at beginning of period | $ | ( | $ | ( | |||||||
Aggregate adjustment for the period (net of tax effect of $ | ( | ||||||||||
| Balance at end of period | ( | ( | |||||||||
| Realized and unrealized gains (losses) on derivatives | |||||||||||
| Balance at beginning of period | ( | ||||||||||
Current period changes in fair value (net of tax effect of $( | ( | ( | |||||||||
Reclassification to income (net of tax effect of $( | ( | ( | |||||||||
| Balance at end of period | ( | ( | |||||||||
| Pension and postretirement plans | |||||||||||
| Balance at beginning of period | ( | ||||||||||
Reclassification to income (net of tax effect of $ | ( | ||||||||||
| Balance at end of period | ( | ||||||||||
| Accumulated other comprehensive loss, end of period | $ | ( | $ | ( | |||||||
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| Nine Months Ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Foreign currency translation adjustments | |||||||||||
| Balance at beginning of period | $ | ( | $ | ( | |||||||
Aggregate adjustment for the period (net of tax effect of $ | ( | ||||||||||
| Balance at end of period | ( | ( | |||||||||
| Realized and unrealized gains (losses) on derivatives | |||||||||||
| Balance at beginning of period | ( | ||||||||||
Current period changes in fair value (net of tax effect of $ | |||||||||||
Reclassification to income (net of tax effect of $( | ( | ( | |||||||||
| Balance at end of period | ( | ( | |||||||||
| Pension and postretirement plans | |||||||||||
| Balance at beginning of period | |||||||||||
Reclassification to income (net of tax effect of $( | ( | ( | |||||||||
| Balance at end of period | ( | ||||||||||
| Accumulated other comprehensive loss, end of period | $ | ( | $ | ( | |||||||
* Refer to Note 11, "Derivative Instruments and Hedging Activities," of the notes to the 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.
16. Pension and Postretirement Plans
The components of the Company’s net periodic benefit costs from continuing operations associated with its defined benefit pension and postretirement plans, which are primarily recorded in selling, general and administrative expenses in the consolidated statements of income, are shown in the tables below in accordance with ASC 715, "Compensation – Retirement Benefits" (in millions):
| U.S. Pension Plans | |||||||||||||||||||||||
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Interest cost | $ | $ | $ | $ | |||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||
| Net actuarial (gain) loss | ( | ( | |||||||||||||||||||||
| Settlement (gain) loss | ( | ( | |||||||||||||||||||||
| Net periodic benefit cost (credit) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
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| Non-U.S. Pension Plans | |||||||||||||||||||||||
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of prior service credit | |||||||||||||||||||||||
| Net actuarial gain | ( | ( | |||||||||||||||||||||
| Settlement (gain) loss | ( | ||||||||||||||||||||||
| Net periodic benefit credit | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Postretirement Benefits | |||||||||||||||||||||||
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of prior service credit | ( | ( | ( | ( | |||||||||||||||||||
| Net periodic benefit credit | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Cumulative fiscal 2022 lump sum payouts triggered remeasurement events for certain pension plans in each quarter of fiscal 2022. During the three and nine months ended June 30, 2022, the Company recognized net actuarial losses of $87 million and $104 million, respectively, primarily due to unfavorable plan asset performance, partially offset by increases in discount rates.
17. Significant Restructuring and Impairment Costs
To better align its resources with its growth strategies and reduce the cost structure of its global operations in certain underlying markets, the Company commits to various restructuring plans as necessary. Restructuring plans generally result in charges for workforce reductions, plant closures, asset impairments and other related costs which are reported as restructuring and impairment costs in the Company’s consolidated statements of income. The other related costs consist primarily of consulting costs incurred as a direct result of the restructuring initiatives. 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 2021, the Company committed to a significant multi-year restructuring plan ("2021 Plan") which is expected to be completed during fiscal 2023. The Company originally expected to incur $385 million of restructuring costs across all segments and at Corporate through fiscal 2023. The Company expects it will incur these costs by the end of fiscal 2022 due to certain restructuring actions and expenses planned for fiscal 2023 being accelerated into fiscal 2022. During the three
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and nine months ended June 30, 2022, the Company recorded $59 million and $135 million of restructuring and impairment costs related to the 2021 Plan in the consolidated statements of income.
The following table summarizes restructuring and impairment costs related to the 2021 Plan (in millions):
| Nine Months Ended June 30, 2022 | Inception to June 30, 2022 | ||||||||||
| Building Solutions North America | $ | $ | |||||||||
| Building Solutions EMEA/LA | |||||||||||
| Building Solutions Asia Pacific | |||||||||||
| Global Products | |||||||||||
| Corporate | |||||||||||
| Total | $ | $ | |||||||||
The following table summarizes the changes in the Company’s 2021 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, 2021 | |||||||||||||||||||||||||||||
| Additional restructuring costs | |||||||||||||||||||||||||||||
| Utilized—cash | ( | ( | ( | ||||||||||||||||||||||||||
| Utilized—noncash | ( | ( | |||||||||||||||||||||||||||
| Currency translation | ( | ( | |||||||||||||||||||||||||||
Balance at June 30, 2022 | $ | $ | $ | $ | |||||||||||||||||||||||||
The 2021 Plan includes workforce reductions of approximately 5,500 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 June 30, 2022, approximately 3,300 of the employees have been separated from the Company pursuant to the 2021 Plan.
18. 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 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
29
In the third quarter of fiscal 2022, the Company concluded it had a triggering event requiring assessment of impairment for certain of its long-lived assets in conjunction with classifying certain business within the Building Solutions Asia Pacific segment 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 costs to sell. Accordingly, the Company recorded an impairment charge of $60 million within restructuring and impairment costs in the consolidated statements of income to write down the carrying value of the disposal group to the fair value, based on estimated sale proceeds for the planned disposal, less costs to sell. The inputs utilized in the analyses are classified as Level 3 inputs within the fair value hierarchy as defined in ASC 820, "Fair Value Measurement."
In the second quarter of fiscal 2022, the Company concluded it had a triggering event requiring assessment of impairment for certain of its long-lived assets in conjunction with classifying its Global Retail business as held for sale. As a result, the Company fully impaired $36 million of internal-use software projects that were no longer probable of being completed. Assets and liabilities held for sale are required to be recorded at the lower of carrying value or fair value, less costs to sell. Accordingly, the Company recorded an additional impairment charge of $86 million within restructuring and impairment costs in the consolidated statements of income to write down the carrying value of the disposal group to the fair value, based on estimated sale proceeds for the planned disposal, less costs to sell. The inputs utilized in the analyses are classified as Level 3 inputs within the fair value hierarchy as defined in ASC 820, "Fair Value Measurement."
In the third quarter of fiscal 2021, 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 2021. As a result, the Company reviewed the long-lived assets for impairment and recorded $40 million of asset impairment charges within restructuring and impairment costs in the consolidated statements of income. Of the total impairment charges, $32 million related to the Global Products segment, $5 million related to the Building Solutions EMEA/LA segment and $3 million related to the Building Solutions North America segment. Refer to Note 10, "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.
In the second quarter of fiscal 2021, 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 2021. As a result, the Company reviewed the long-lived assets for impairment and recorded $54 million of asset impairment charges within restructuring and impairment costs in the consolidated statements of income. Of the total impairment charges, $29 million related to the Building Solutions North America segment, $16 million related to the Global Products segment, $5 million related to Corporate assets and $4 million related to the Building Solutions Asia Pacific segment. Refer to Note 10, "Significant Restructuring and Impairment Costs," of the notes to consolidated financial statements for additional information. The impairments were measured under a market approach utilizing an appraisal to determine fair values of the impaired assets. This method is consistent with the methods the Company employed in prior periods to value other long-lived assets. The inputs utilized in the analyses are classified as Level 3 inputs within the fair value hierarchy as defined in ASC 820, "Fair Value Measurement."
At June 30, 2022 and 2021, the Company concluded it did not have any other triggering events requiring assessment of impairment of its long-lived assets.
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19. Income Taxes
In calculating the provision for income taxes, the Company uses an estimate of the annual effective tax rate based upon the facts and circumstances known at each interim period. On a quarterly basis, the actual effective tax rate is adjusted, as appropriate, based upon changed facts and circumstances, if any, as compared to those forecasted at the beginning of the fiscal year and each interim period thereafter.
The statutory tax rate in Ireland is being used as a comparison since the Company is domiciled in Ireland. For the three months ended June 30, 2022, the Company's effective tax rate for continuing operations was 12.1 % and was lower than the statutory tax rate of 12.5 % primarily due to the income tax effects of mark-to-market adjustments and the benefits of continuing global tax planning initiatives, partially offset by the establishment of a deferred tax liability on the outside basis difference of the Company's investment in certain subsidiaries as a result of the planned divestitures and tax rate differentials. For the nine months ended June 30, 2022, the Company's effective tax rate for continuing operations was 17.2 % and was higher than the statutory tax rate of 12.5 % primarily due to the tax impact of an impairment charge, the establishment of a deferred tax liability on the outside basis difference of the Company's investment in certain subsidiaries as a result of the planned divestitures and tax rate differentials, partially offset by the income tax effects of mark-to-market adjustments and the benefits of continuing global tax planning initiatives. For the three months ended June 30, 2021, the Company's effective tax rate for continuing operations was 14.0 % and was higher than the statutory tax rate of 12.5 % primarily due to the income tax effects of mark-to-market adjustments and tax rate differentials, partially offset by the benefits of continuing global tax planning initiatives. For the nine months ended June 30, 2021, the Company's effective tax rate for continuing operations was 20.9 % and was higher than the statutory tax rate of 12.5 % primarily due to valuation allowance adjustments, the income tax effects of mark-to-market adjustments and tax rate differentials, partially offset by the benefits of continuing global tax planning initiatives.
Valuation Allowance
The Company reviews the realizability of its deferred tax assets on a quarterly basis, or whenever events or changes in circumstances indicate that a review is required. In determining the requirement for a valuation allowance, the historical and projected financial results of the legal entity or consolidated group recording the net deferred tax asset are considered, along with any other positive or negative evidence. Since future financial results may differ from previous estimates, periodic adjustments to the Company’s valuation allowances may be necessary.
In the second quarter of fiscal 2021, due to changes in forecasted taxable income, the Company recorded a discrete tax charge of $105 million related to valuation allowances on certain Mexico deferred tax assets now considered unrealizable.
Uncertain Tax Positions
At September 30, 2021, the Company had gross tax-effected unrecognized tax benefits of $2,726 million, of which $2,268 million, if recognized, would impact the effective tax rate. Total net accrued interest at September 30, 2021 was approximately $252 million (net of tax benefit). Total net accrued interest during the nine months ended June 30, 2022 and 2021 was approximately $40 million (net of tax benefit) and approximately $37 million (net of tax benefit), respectively. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense.
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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 | Tax Years Covered | |||||||
| Belgium | ||||||||
| Germany | ||||||||
| Luxembourg | ||||||||
| Mexico | ||||||||
| United Kingdom | ||||||||
Subsequent to June 30, 2022, the statute of limitations for certain tax years expired, which will result in an approximately $300 million benefit to income tax expense in the fourth quarter of 2022. It is reasonably possible that additional tax examinations and/or tax litigation will conclude within the next twelve months, which could have a material impact on tax expense. Based upon the circumstances surrounding these examinations, the impact is not currently quantifiable.
Other Tax Matters
During the three months ended June 30, 2022, the Company recorded net mark-to-market losses of $126 million which generated a $33 million tax benefit, restructuring and impairment costs of $121 million which generated a $15 million tax benefit, transaction costs of $9 million which generated a $1 million tax benefit and a deferred tax liability on the outside basis difference of the Company’s investment in certain subsidiaries which resulted in a tax charge of $8 million.
During the nine months ended June 30, 2022, the Company recorded net mark-to-market losses of $158 million which generated a $40 million tax benefit, restructuring and impairment costs of $554 million which generated a $29 million tax benefit, transaction costs of $9 million which generated a $1 million tax benefit and a deferred tax liability on the outside basis difference of the Company’s investment in certain subsidiaries which resulted in a tax charge of $21 million.
During the three months ended June 30, 2021, the Company recorded net mark-to-market gains of $66 million which generated tax expense of $17 million and $79 million of restructuring and impairment costs which generated a $15 million tax benefit.
During the nine months ended June 30, 2021, the Company recorded net mark-to-market gains of $296 million which generated tax expense of $75 million and $175 million of restructuring and impairment costs which generated a $30 million tax benefit.
Tax expenses and benefits for the above transactions reflect the Company’s current tax positions in the impacted jurisdictions. Refer to Note 17, “Significant Restructuring and Impairment Costs,” and Note 18, “Impairment of Long-Lived Assets,” of the notes to the consolidated financial statements for additional information.
Impacts of Tax Legislation
20. Segment Information
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•Building Solutions North America: Building Solutions North America designs, sells, installs, and services HVAC, controls, building management, refrigeration, integrated electronic security, and integrated fire detection and suppression systems for commercial, industrial, retail, small business, institutional and governmental customers in the United States and Canada. 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 United States and Canadian marketplace.
•Building Solutions EMEA/LA: Building Solutions EMEA/LA designs, sells, installs, and services HVAC, controls, building management, 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, building management, 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, manufactures and sells HVAC equipment, controls software and software services for residential and commercial applications to commercial, industrial, retail, residential, small business, institutional and governmental customers worldwide. In addition, Global Products designs, manufactures and sells refrigeration equipment and controls globally. The Global Products business also designs, manufactures and sells fire protection, fire suppression and security products, including intrusion security, anti-theft devices, access control, and video surveillance and management systems, for commercial, industrial, retail, residential, small business, institutional and governmental customers worldwide. Global Products also includes the Johnson Controls-Hitachi joint venture.
Effective October 1, 2021, the Company's marine businesses previously included in Building Solutions Asia Pacific and Global Products reportable segments became part of Building Solutions EMEA/LA reportable segment. Historical information has been re-cast to present the comparative periods on a consistent basis. This change was not material to the segment presentation.
Management evaluates the performance of its business segments primarily on segment earnings before interest, taxes and amortization ("EBITA"), which represents income from continuing operations before income taxes and noncontrolling interests, excluding general corporate expenses, intangible asset amortization, net financing charges, restructuring and impairment costs, and the net mark-to-market adjustments related to pension and postretirement plans and restricted asbestos investments.
Financial information relating to the Company’s reportable segments is as follows (in millions):
| Net Sales | |||||||||||||||||||||||
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Building Solutions North America | $ | $ | $ | $ | |||||||||||||||||||
| Building Solutions EMEA/LA | |||||||||||||||||||||||
| Building Solutions Asia Pacific | |||||||||||||||||||||||
| Global Products | |||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
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| Segment EBITA | |||||||||||||||||||||||
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Building Solutions North America | $ | $ | $ | $ | |||||||||||||||||||
| Building Solutions EMEA/LA | |||||||||||||||||||||||
| Building Solutions Asia Pacific | |||||||||||||||||||||||
| Global Products | |||||||||||||||||||||||
| Total segment EBITA | |||||||||||||||||||||||
| Corporate expenses | ( | ( | ( | ( | |||||||||||||||||||
| Amortization of intangible assets | ( | ( | ( | ( | |||||||||||||||||||
| Restructuring and impairment costs | ( | ( | ( | ( | |||||||||||||||||||
| Net mark-to-market adjustments | ( | ( | |||||||||||||||||||||
| Net financing charges | ( | ( | ( | ( | |||||||||||||||||||
| Income from continuing operations before income taxes | $ | $ | $ | $ | |||||||||||||||||||
21. Guarantees
Certain of the Company's subsidiaries at the business segment level have guaranteed the performance of third parties and provided financial guarantees for uncompleted work and financial commitments. The terms of these guarantees vary with end dates ranging from the current fiscal year through the completion of such transactions and would typically be triggered in the event of nonperformance. Performance under the guarantees, if required, would not have a material effect on the Company's financial position, results of operations or cash flows.
The Company offers warranties to its customers depending upon the specific product and terms of the customer purchase agreement. A typical warranty program requires that the Company replace defective products within a specified time period from the date of sale. The Company records an estimate for future warranty-related costs based on actual historical return rates and other known factors. Based on analysis of return rates and other factors, the Company’s warranty provisions are adjusted as necessary. The Company monitors its warranty activity and adjusts its reserve estimates when it is probable that future warranty costs will be different than those estimates.
The Company’s product warranty liability for continuing operations is recorded in the consolidated statements of financial position in other current liabilities if the warranty is less than one year and in other non-current liabilities if the warranty extends longer than one year .
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The changes in the carrying amount of the Company’s total product warranty liability for continuing operations were as follows (in millions):
| Nine Months Ended June 30, | |||||||||||
| 2022 | 2021 | ||||||||||
| Balance at beginning of period | $ | $ | |||||||||
| Accruals for warranties issued during the period | |||||||||||
| Accruals from acquisition and divestitures | |||||||||||
| Changes in estimates to pre-existing warranties | ( | ||||||||||
| Settlements made (in cash or in kind) during the period | ( | ( | |||||||||
| Currency translation | ( | ||||||||||
| Balance at end of period | $ | $ | |||||||||
22. Commitments and Contingencies
Environmental Matters
The Company accrues for potential environmental liabilities when it is probable a liability has been incurred and the amount of the liability is reasonably estimable. The following table presents the location and amount of reserves for environmental liabilities in the Company's consolidated statements of financial position (in millions):
| June 30, 2022 | September 30, 2021 | ||||||||||
| Other current liabilities | $ | $ | |||||||||
| Other noncurrent liabilities | |||||||||||
| Total reserves for environmental liabilities | $ | $ | |||||||||
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 fluoroalkyl 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.
A substantial portion of the Company’s environmental reserves relates 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 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 Company’s reserves for remediation efforts at or near the FTC are based on 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. The Company is not able to estimate a possible loss or range of loss, if any, in excess of the established accruals at this time. The Company is currently conducting additional analyses and cost assessments associated with longer-term remediation actions at or near the FTC. The Company anticipates recording additional remediation reserves in the fourth quarter of fiscal 2022 when the associated liabilities become estimable following completion of these analyses and assessments.
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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 Council and to work with other Wisconsin agencies (including WDHS) to establish final groundwater quality standards based on the WDHS’s prior recommendation. On November 6, 2020, WDNR received further recommendations from WDHS regarding individual standards for 12 additional PFAS and a combined standard for four additional PFAS, PFOA, and PFOS.
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 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. In September 2021, the WDNR sent an additional “Notice of Noncompliance” to Tyco Fire Products and Johnson Controls, Inc. concerning land-applied biosolids, which reviewed and responded to the Company’s biosolids investigation conducted to date. Tyco Fire Products responded to the WDNR’s September 2021 notice by the December 27, 2021 deadline set by WDNR. 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.
In May 2021, as part of Tyco Fire Products’ ongoing investigation and remediation program, WDNR approved Tyco Fire Products’ proposed Groundwater Extraction and Treatment System (“GETS”), a permanent groundwater remediation system that will extract groundwater that contains PFAS, treat it using advanced filtration systems, and return the treated water to the environment. Tyco Fire Products is nearing completion of construction on the GETS. Tyco Fire Products is also nearly finished removing PFAS-affected soil from the FTC.
In March 2022, the Wisconsin Department of Justice (“WDOJ”) filed a civil enforcement action against Johnson Controls Inc. and Tyco Fire Products in Wisconsin state court relating to environmental matters at the FTC (State of Wisconsin v. Tyco Fire Products, LP and Johnson Controls, Inc., Case No. 22-CX-1 (filed March 14, 2022 in Circuit Court in Marinette County, Wisconsin)). The WDOJ alleges that the Company failed to timely report the presence of PFAS chemicals at the FTC, and that the Company has not sufficiently investigated or remediated PFAS at or near the FTC. The WDOJ seeks monetary penalties and an injunction ordering these two subsidiaries to complete a site investigation and cleanup of PFAS contamination in accordance with the WDNR’s requests. The lawsuit is presently at the beginning stages of litigation: Tyco Fire Products and Johnson Controls, Inc. each filed Answers to the Complaint on April 4, 2022. The Company is vigorously defending this civil enforcement action and believes that it has meritorious defenses, but the Company is presently unable to predict the duration, scope, or outcome of this action.
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 in the third quarter of 2019 was recorded following a further review of the Consent Order, which
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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. The Company's conditional asset retirement obligations for continuing operations were $25 million and $29 million at June 30, 2022 and September 30, 2021, 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.
The Company estimates the asbestos-related liability for pending and future claims and related defense costs on a discounted basis. In connection with the recognition of liabilities for asbestos-related matters, the Company records asbestos-related insurance recoveries that are probable.
The following table presents the location and amount of asbestos-related assets and liabilities in the Company's consolidated statements of financial position (in millions):
| June 30, 2022 | September 30, 2021 | ||||||||||
| Other current liabilities | $ | $ | |||||||||
| Other noncurrent liabilities | |||||||||||
| Total asbestos-related liabilities | |||||||||||
| Other current assets | |||||||||||
| Other noncurrent assets | |||||||||||
| Total asbestos-related assets | |||||||||||
| Net asbestos-related liabilities | $ | $ | |||||||||
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The following table presents the components of asbestos-related assets (in millions):
| June 30, 2022 | September 30, 2021 | ||||||||||
| Restricted | |||||||||||
| Cash | $ | $ | |||||||||
| Investments | |||||||||||
| Total restricted assets | |||||||||||
| Insurance recoveries for asbestos-related liabilities | |||||||||||
| Total asbestos-related assets | $ | $ | |||||||||
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 paid by 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 paid 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 may 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. The Company maintains captive insurance companies to manage its insurable liabilities.
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The following table presents the location and amount of insurable liabilities in the Company's consolidated statements of financial position (in millions):
| June 30, 2022 | September 30, 2021 | ||||||||||
| Other current liabilities | $ | $ | |||||||||
| Accrued compensation and benefits | |||||||||||
| Other noncurrent liabilities | |||||||||||
| Total insurable liabilities | $ | $ | |||||||||
The following table presents the location and amount of insurable receivables in the Company's consolidated statements of financial position (in millions):
| June 30, 2022 | September 30, 2021 | ||||||||||
| Other current assets | $ | $ | |||||||||
| Other noncurrent assets | |||||||||||
| Total insurable receivables | $ | $ | |||||||||
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, suppliers and distributors, 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 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 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.
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 had initially 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. In March 2021, the EPA published its final determination to regulate PFOS and PFOA in drinking water. While those studies continue, the EPA issued in June 2022 an updated set of interim health advisory levels for PFOA and PFOS in drinking water.
In October 2021, the EPA released its "PFAS Strategic Roadmap: EPA's Commitments to Action 2021-2024." The 2021-2024 Roadmap sets timelines by which the EPA plans to take specific actions, including, among other items, publishing a national PFAS testing strategy, proposing to designate PFOA and PFOS as Comprehensive Environmental Response, Compensation and Liability Act hazardous substances, restricting PFAS discharges from industrial sources through Effluent Limitations Guidelines, publishing the final toxicity assessment for five additional PFAS, requiring water systems to test for 29 PFAS under the Safe Drinking Water Act, and publishing improved analytical methods in eight different environmental matrices to monitor 40 PFAS present in wastewater and stormwater discharges. 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.
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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 33 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, Texas and South Dakota. All of these cases except one have been direct-filed in or transferred to the MDL.
AFFF Individual or Mass Actions
There are more than 2,500 individual or “mass” actions pending that were filed in state or federal court in various states including California, Colorado, New York, Pennsylvania, New Mexico, Missouri, Arizona, Texas, and South Carolina 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 plaintiffs from various states including approximately 7,000 plaintiffs in Colorado and more than 2,100 other plaintiffs. The vast majority of these matters have been tagged for transfer to, transferred to, or directly-filed in the MDL, and it is anticipated that several newly filed state court actions will be similarly tagged and transferred. There are several matters that are proceeding in state courts, including actions in Arizona, Illinois, and Texas.
AFFF Municipal Cases
Chemguard and Tyco Fire Products have been named as defendants in more than 200 cases in federal and state courts involving municipal or water provider plaintiffs in various states including Alaska, Alabama, Arizona, California, Colorado, Connecticut, Florida, Idaho, Illinois, Kentucky, Louisiana, Maryland, Massachusetts, Michigan, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Virginia, Washington, West Virginia, Wisconsin, the District of Columbia, and several municipalities or water providers from various states who direct-filed complaints in South Carolina. The vast majority 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.
The Company has periodically been notified by other municipal entities that those entities may assert claims regarding PFOS and/or PFOA contamination allegedly resulting from the use of AFFF.
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
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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.
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 transferred to the MDL.
In December 2020, the State of Mississippi filed a lawsuit against a number of manufacturers and other defendants, including affiliates of the Company, with respect to PFOS and PFOA damage of the State’s land and natural resources allegedly resulting from the use of firefighting foams at various locations throughout the State. This complaint was direct-filed in the MDL in South Carolina.
In April 2021, the State of Alaska filed a lawsuit in the superior court of the State of Alaska against a number of manufacturers and other defendants, including affiliates of the Company, with respect to PFOS and PFOA damage of the State’s land and natural resources allegedly resulting from the use of firefighting foams at various locations throughout the State. The State’s case has been removed to federal court and transferred to the MDL. The State of Alaska has also named a number of manufacturers and other defendants, including affiliates of the Company, as third-party defendants in two cases brought by individuals against the State. These two cases have also been transferred to the MDL.
In early November 2021, the Attorney General of the State of North Carolina filed four individual lawsuits in the superior courts of the State of North Carolina against a number of manufacturers and other defendants, including affiliates of the
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Company, with respect to PFOS and PFOA damage of the State’s land, natural resources, and property allegedly resulting from the use of firefighting foams at four separate locations throughout the State. These four cases have been removed to federal court and transferred to the MDL.
In February 2022, the Attorney General of the State of Colorado filed a lawsuit in Colorado state court against a number of manufacturers and other defendants, including affiliates of the Company, with respect to PFOS and PFOA damage of the State’s land and natural resources, public health, and State property allegedly resulting from the use of firefighting foams at various locations throughout the State. This complaint has been removed to federal court and transferred to the MDL.
In April 2022, the Attorney General of the State of Florida filed a lawsuit in Florida state court against a number of manufacturers and other defendants, including affiliates of the Company, with respect to PFOS and PFOA damage to the State’s natural resources and public health allegedly resulting from the use of firefighting foams at various locations throughout the State. It is anticipated that this complaint will be removed to federal court and transferred to the MDL.
In May 2022, the Attorney General of the Commonwealth of Massachusetts filed a lawsuit against a number of manufacturers and other defendants, including affiliates of the Company, with respect to PFOS and PFOA damage of the State’s natural resources, property, residents, and consumers allegedly resulting from the use of firefighting foams at various locations throughout the State. This complaint was direct-filed in the MDL in South Carolina.
In July 2022, the Attorney General of the State of Wisconsin filed a lawsuit in Wisconsin state court against a number of manufacturers and other defendants, including affiliates of the Company, with respect to PFAS damage to the State’s natural resources and public health allegedly resulting, in part, from the use of firefighting foams at various locations throughout the State. This complaint has been removed to federal court and tagged for transfer to the MDL.
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.
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.
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.
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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 (in millions):
| Three Months Ended June 30, | Nine Months Ended June 30, | |||||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||
| Net sales to related parties | $ | $ | $ | $ | ||||||||||||||||||||||
| Purchases from related parties | ||||||||||||||||||||||||||
The following table presents receivables from and payables to related parties in the consolidated statements of financial position (in millions):
| June 30, 2022 | September 30, 2021 | |||||||||||||
| Receivable from related parties | $ | $ | ||||||||||||
| Payable to related parties | ||||||||||||||
Additionally, the Company leases certain facilities used in its operations from a related party. The following table presents right-of use assets and lease liabilities associated with these leases in the consolidated statements of financial position (in millions):
| June 30, 2022 | September 30, 2021 | |||||||||||||
| Right-of-use assets | $ | $ | ||||||||||||
| Lease liabilities | ||||||||||||||
Amounts paid for these leases were not material.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statements for Forward-Looking Information
Unless otherwise indicated, references to "Johnson Controls," the "Company," "we," "our" and "us" in this Quarterly Report on Form 10-Q refer to Johnson Controls International plc and its consolidated subsidiaries.
The Company has made statements in this document that are forward-looking and therefore are subject to risks and uncertainties. All statements in this document other than statements of historical fact are, or could be, "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In this document, statements regarding the Company’s future financial position, sales, costs, earnings, cash flows, other measures of results of operations, synergies and integration opportunities, capital expenditures, debt levels and market outlook 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. The Company cautions that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control, that could cause the Company’s actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, risks related to: The Company’s ability to manage general economic, business, capital market and geopolitical conditions, including global price inflation, shortages impacting the availability of raw materials and component products and the current conflict between Russia and Ukraine; the Company’s ability to manage the impacts of natural disasters, climate change, 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 the Company’s business operations or tax status; the ability to develop or acquire new products and technologies that achieve market acceptance and meet applicable regulatory requirements; changes to laws or policies governing foreign trade, including economic sanctions, increased tariffs or trade restrictions; maintaining the capacity, reliability and security of the Company’s enterprise information technology infrastructure; the ability to manage the lifecycle cybersecurity risk in the development, deployment and operation of the Company’s digital platforms and services; the risk of infringement or expiration of intellectual property rights; any delay or inability of the Company to realize the expected benefits and synergies of recent portfolio transactions; the outcome of litigation and governmental proceedings; the ability to hire and retain senior management and other key personnel; the tax treatment of recent portfolio transactions; significant transaction costs and/or unknown liabilities associated with such transactions; fluctuations in currency exchange rates; labor shortages, 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" in Johnson Controls' Annual Report on Form 10-K for the year ended September 30, 2021 filed with the United States Securities and Exchange Commission ("SEC") on November 15, 2021, which is available at www.sec.gov and www.johnsoncontrols.com under the "Investors" tab. The description of certain of these risks is supplemented in Item 1A of Part II of this Quarterly Report on Form 10-Q. The forward-looking statements included in this document are made only as of the date of this document, unless otherwise specified, and, except as required by law, Johnson Controls assumes no obligation, and disclaims any obligation, to update such statements to reflect events or circumstances occurring after the date of this document.
Overview
Johnson Controls International plc, headquartered in Cork, Ireland, is a global leader in smart, healthy and sustainable buildings, serving a wide range of customers in more than 150 countries. The Company’s products, services, systems and solutions advance the safety, comfort and intelligence of spaces to serve people, places and the planet. The Company is committed to helping its customers win and creating greater value for all of its stakeholders through its strategic focus on buildings.
The Company is a global 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, management, repair, retrofit and replacement of equipment (in the HVAC, industrial refrigeration, security and fire-protection space), energy-management consulting and data-driven “smart building” services and solutions powered by its OpenBlue software platform and related digital capabilities. The Company partners with customers by leveraging its broad product portfolio and digital capabilities powered by OpenBlue, together with its direct channel service and solutions
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capabilities, to deliver outcome-based solutions across the lifecycle of a building that address customers’ needs to improve energy efficiency and reduce greenhouse gas emissions.
The following information should be read in conjunction with the September 30, 2021 consolidated financial statements and notes thereto, along with management’s discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K for the year ended September 30, 2021 filed with the SEC on November 15, 2021. References in the following discussion and analysis to "Three Months" (or similar language) refer to the three months ended June 30, 2022 compared to the three months ended June 30, 2021, while "Year-to-Date" refers to the nine months ended June 30, 2022 compared to the nine months ended June 30, 2021.
Macroeconomic Trends
Much of the demand for installation of the Company’s products and 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. Positive or negative fluctuations in commercial and residential construction, industrial facility expansion and maintenance projects and other capital investments in buildings could have a corresponding impact on the Company’s financial condition, results of operations and cash flows.
As a result of the Company’s global presence, a significant portion of its revenues and expenses is denominated in currencies other than the U.S. dollar. The Company is therefore subject to non-U.S. currency risks and non-U.S. exchange exposure. While the Company employs financial instruments to hedge some of its transactional foreign exchange exposure, these activities do not insulate it completely from those exposures. Exchange rates can be volatile and a substantial weakening or strengthening of foreign currencies against the U.S. dollar could increase or reduce the Company’s profit margin in various locations outside of the U.S. and impact the comparability of results from period to period.
The Company continues to observe trends demonstrating increased interest and demand for safe, efficient and sustainable buildings, and seeks to capitalize on these trends to drive growth by developing and delivering technologies and solutions to create smart and healthy buildings. The Company launched its OpenBlue software platform, enabling enterprises to manage all aspects of their physical spaces delivering sustainability, new occupant experiences, and 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. The Company continues to leverage its install base, together with data-driven products and services to offer outcome-based solutions to customers with a focus on generating accelerated growth in services and recurring revenue for the Company. The Company has committed to investing in new product research and development in climate-related innovation to develop sustainable products and services.
The Company has experienced, and expects to continue to experience, increased input material cost inflation and component shortages, as well as disruptions and delays in its supply chain, as a result of global macroeconomic trends, including increased global demand, the conflict between Russia and Ukraine, government-mandated actions in response to COVID-19, particularly in China, and labor shortages. Actions taken by the Company to mitigate supply chain disruptions and inflation, including expanding and redistributing its supplier network, supplier financing, price increases and productivity improvements, have generally been successful in offsetting some, but not all, of the impact of these trends. The collective impact of these trends has been to positively impact revenue due to increased demand and price increases to offset inflation, while negatively impacting margins due to supply chain disruptions and cost pressures. The Company has also experienced delays in converting its backlog due to continued supply chain disruptions, negatively impacting both revenues and margins. The Company expects that these trends will continue to impact the Company's results for the remainder of fiscal 2022 and possibly into fiscal 2023. Therefore, the Company could experience further disruptions, shortages and cost increases in the future, the effect of which will depend on the Company’s ability to successfully mitigate and offset the impact of these events.
During the second quarter of fiscal 2022, the Company suspended its operations in Russia in response to the conflict between Russia and Ukraine. Although this decision has not had and is not expected to have a material impact on the Company’s operating results, the broader consequences of this conflict, including heightened supply chain disruption, inflation, economic instability and other factors have and could continue to adversely impact the Company’s results of operations.
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Impact of COVID-19 pandemic
The COVID-19 pandemic continues to impact aspects of the Company's operations and results. 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. During the first nine months of fiscal 2022, the Company’s facilities generally operated at normal levels, however the Company has experienced some disruptions to its business in China due to government-mandated lockdowns in several major cities.
The Company continues to focus 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 experienced increases in both demand and volumes as governments have distributed vaccines and lifted COVID-19-related restrictions, leading to increases in retrofit activity and commercial building construction. The global pandemic has also provided the Company with the opportunity to help its customers by delivering solutions and support that enhance the safety and increase the efficiency of their operations. As a result of the pandemic, the Company has seen an increase in demand for its products and solutions that promote building health and optimize customers’ infrastructure.
However, the Company continues to be influenced by COVID-19-related trends impacting site access and the labor force, which have and may continue to negatively impact the Company’s revenues and margins. Challenges in reaching sufficient vaccination levels and the introduction of new variants of COVID-19 have caused some governments to extend or reinstitute lockdowns and similar restrictive measures, which, in some cases, have limited the Company’s ability to access customer sites to install and maintain its products and deliver services. In addition, the Company has experienced and continues to experience labor shortages at certain facilities as the Company expands its production capacity to meet increased customer demand. Although the Company is mitigating these shortages through focused recruitment efforts and competitive compensation packages, the Company could continue to experience such shortages in the future.
The extent to which the COVID-19 pandemic 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 the resurgence of COVID-19 and its variants in regions recovering from the impacts of the pandemic, the effectiveness of COVID-19 vaccines and the speed at which populations are vaccinated around the globe, the impact of COVID-19 on economic activity, and regulatory actions taken to contain its impact on public health and the global economy. See Item 1A of Part II of this Quarterly Report on Form 10-Q for additional discussion of risks related to COVID-19.
Restructuring and Cost Optimization Initiatives
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 fiscal 2021, the Company announced its plans to optimize its cost structure through broad-based SG&A actions focused on simplification, standardization and centralization, with the intent to deliver annualized savings of $300 million by fiscal 2023. Additionally, the Company announced cost of sales actions to drive $250 million in annual run rate savings by fiscal 2023. The Company believes it is on track to deliver the productivity savings by fiscal 2023. For more information on the Company’s restructuring plans, see “Liquidity and Capital Resources—Restructuring.”
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Net Sales
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| (in millions) | 2022 | 2021 | Change | 2022 | 2021 | Change | |||||||||||||||||||||||||||||
| Net sales | $ | 6,614 | $ | 6,341 | 4 | % | $ | 18,574 | $ | 17,276 | 8 | % | |||||||||||||||||||||||
The increase in consolidated net sales for the three months ended June 30, 2022 was due to higher organic sales ($465 million) and incremental sales from acquisitions ($73 million), partially offset by the unfavorable impact of foreign currency translation ($258 million), and lower sales due to business divestitures ($7 million). Excluding the impact of foreign currency translation and business acquisitions and divestitures, consolidated net sales increased 7% as compared to the prior year, attributable to higher volumes and increased pricing in response to inflation pressures. Refer to the "Segment Analysis" below within this Item 2 for a discussion of net sales by segment.
The increase in consolidated net sales for the nine months ended June 30, 2022 was due to higher organic sales ($1,409 million) and incremental sales from acquisitions ($319 million), partially offset by the unfavorable impact of foreign currency translation ($413 million), and lower sales due to business divestitures ($17 million). Excluding the impact of foreign currency translation and business acquisitions and divestitures, consolidated net sales increased 8% as compared to the prior year, attributable to higher volumes and increased pricing in response to inflation pressures. Refer to the "Segment Analysis" below within this Item 2 for a discussion of net sales by segment.
Cost of Sales / Gross Profit
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| (in millions) | 2022 | 2021 | Change | 2022 | 2021 | Change | |||||||||||||||||||||||||||||
| Cost of sales | $ | 4,414 | $ | 4,144 | 7 | % | $ | 12,526 | $ | 11,408 | 10 | % | |||||||||||||||||||||||
| Gross profit | 2,200 | 2,197 | — | % | 6,048 | 5,868 | 3 | % | |||||||||||||||||||||||||||
| % of sales | 33.3 | % | 34.6 | % | 32.6 | % | 34.0 | % | |||||||||||||||||||||||||||
Cost of sales and gross profit increased for the three-month period ended June 30, 2022, and gross profit as a percentage of sales decreased by 130 basis points. Gross profit increased due to organic sales growth and business acquisitions, partially offset by unfavorable foreign currency translation ($84 million), supply chain inefficiencies, price/cost pressures and the unfavorable year-over-year impact of net mark-to-market adjustments on pension plans ($33 million). Gross profit as a percentage of sales decreased as the benefit of volume leverage was more than offset by supply chain inefficiencies and price/cost pressures. Refer to the "Segment Analysis" below within this Item 2 for a discussion of segment earnings before interest, taxes and amortization ("EBITA").
Cost of sales and gross profit increased for the nine-month period ended June 30, 2022, and gross profit as a percentage of sales decreased by 140 basis points. Gross profit increased due to organic sales growth and business acquisitions, partially offset by unfavorable foreign currency translation ($128 million), supply chain inefficiencies, price/cost pressures and the unfavorable year-over-year impact of net mark-to-market adjustments on pension plans ($90 million). Gross profit as a percentage of sales decreased as the benefit of volume leverage was more than offset by supply chain inefficiencies and price/cost pressures. Refer to the "Segment Analysis" below within this Item 2 for a discussion of segment earnings before interest, taxes and amortization ("EBITA").
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Selling, General and Administrative Expenses
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| (in millions) | 2022 | 2021 | Change | 2022 | 2021 | Change | |||||||||||||||||||||||||||||
| Selling, general and administrative expenses | $ | 1,589 | $ | 1,367 | 16 | % | $ | 4,412 | $ | 3,914 | 13 | % | |||||||||||||||||||||||
| % of sales | 24.0 | % | 21.6 | % | 23.8 | % | 22.7 | % | |||||||||||||||||||||||||||
Selling, general and administrative expenses ("SG&A") for the three-month period ended June 30, 2022 increased $222 million, and SG&A as a percentage of sales increased by 240 basis points. The increase in SG&A was primarily due to the unfavorable year-over-year impact of net mark-to-market adjustments on pension plans ($105 million), the unfavorable year-over-year impact of net mark-to-market adjustments on restricted asbestos investments ($54 million) and current year business acquisitions, partially offset by favorable foreign currency translation ($48 million). Refer to the "Segment Analysis" below within this Item 2 for a discussion of segment EBITA.
Selling, general and administrative expenses ("SG&A") for the nine-month period ended June 30, 2022 increased $498 million, and SG&A as a percentage of sales increased by 110 basis points. The increase in SG&A was primarily due to the unfavorable year-over-year impact of net mark-to-market adjustments on pension plans ($281 million), the absence of certain one-time cost mitigation actions, current year business acquisitions and the unfavorable year-over-year impact of net mark-to-market adjustments on restricted asbestos investments ($83 million), partially offset by a favorable earn-out liability adjustment ($43 million) and favorable foreign currency translation ($82 million). Refer to the "Segment Analysis" below within this Item 2 for a discussion of segment EBITA.
Restructuring and Impairment Costs
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| (in millions) | 2022 | 2021 | Change | 2022 | 2021 | Change | |||||||||||||||||||||||||||||
| Restructuring and impairment costs | $ | 121 | $ | 79 | 53 | % | $ | 554 | $ | 175 | * | ||||||||||||||||||||||||
* Measure not meaningful
Refer to Note 8, "Goodwill and Other Intangible Assets," Note 17, "Significant Restructuring and Impairment Costs," and Note 18, "Impairment of Long-Lived Assets," of the notes to the consolidated financial statements and "Restructuring" below within this Item 2 for further disclosure related to the Company's restructuring plans and impairment costs.
Net Financing Charges
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| (in millions) | 2022 | 2021 | Change | 2022 | 2021 | Change | |||||||||||||||||||||||||||||
| Net financing charges | $ | 49 | $ | 56 | -13 | % | $ | 153 | $ | 159 | -4 | % | |||||||||||||||||||||||
Refer to Note 10, "Debt and Financing Arrangements," of the notes to the consolidated financial statements for further disclosure related to the Company's net financing charges.
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Equity Income
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| (in millions) | 2022 | 2021 | Change | 2022 | 2021 | Change | |||||||||||||||||||||||||||||
| Equity income | $ | 63 | $ | 74 | -15 | % | $ | 175 | $ | 188 | -7 | % | |||||||||||||||||||||||
The decrease in equity income for the three months ended June 30, 2022 was primarily due to lower income at certain partially-owned affiliates of the Johnson Controls within Building Solutions North America segment and at certain partially-owned affiliates of the Johnson Controls - Hitachi joint venture. Foreign currency translation had an unfavorable impact on equity income of $1 million for the three months ended June 30, 2022. Refer to the "Segment Analysis" below within this Item 2 for a discussion of segment EBITA.
The decrease in equity income for the nine months ended June 30, 2022 was primarily due to lower income at certain partially-owned affiliates of the Johnson Controls - Hitachi joint venture and at certain partially-owned affiliates of the Johnson Controls within Building Solutions North America segment. Foreign currency translation had an unfavorable impact on equity income of $1 million for the nine months ended June 30, 2022. Refer to the "Segment Analysis" below within this Item 2 for a discussion of segment EBITA.
Income Tax Provision
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| (in millions) | 2022 | 2021 | Change | 2022 | 2021 | Change | |||||||||||||||||||||||||||||
| Income tax provision | $ | 61 | $ | 108 | -44 | % | $ | 190 | $ | 378 | -50 | % | |||||||||||||||||||||||
| Effective tax rate | 12.1 | % | 14.0 | % | 17.2 | % | 20.9 | % | |||||||||||||||||||||||||||
In calculating the provision for income taxes, the Company uses an estimate of the annual effective tax rate based upon the facts and circumstances known at each interim period. On a quarterly basis, the actual effective tax rate is adjusted, as appropriate, based upon changed facts and circumstances, if any, as compared to those forecasted at the beginning of the fiscal year and each interim period thereafter.
The statutory tax rate in Ireland is being used as a comparison since the Company is domiciled in Ireland. For the three months ended June 30, 2022, the Company's effective tax rate for continuing operations was 12.1% and was lower than the statutory tax rate of 12.5% primarily due to the income tax effects of mark-to-market adjustments and the benefits of continuing global tax planning initiatives, partially offset by the establishment of a deferred tax liability on the outside basis difference of the Company's investment in certain subsidiaries as a result of the planned divestitures and tax rate differentials. For the nine months ended June 30, 2022, the Company's effective tax rate for continuing operations was 17.2% and was higher than the statutory tax rate of 12.5% primarily due to the tax impact of an impairment charge, the establishment of a deferred tax liability on the outside basis difference of the Company's investment in certain subsidiaries as a result of the planned divestitures, and tax rate differentials, partially offset by the income tax effects of mark-to-market adjustments and the benefits of continuing global tax planning initiatives. For the three months ended June 30, 2021, the Company's effective tax rate for continuing operations was 14.0% and was higher than the statutory tax rate of 12.5% primarily due to the income tax effects of mark-to-market adjustments and tax rate differentials, partially offset by the benefits of continuing global tax planning initiatives. For the nine months ended June 30, 2021, the Company's effective tax rate for continuing operations was 20.9% and was higher than the statutory tax rate of 12.5% primarily due to valuation allowance adjustments, the income tax effects of mark-to-market adjustments and tax rate differentials, partially offset by the benefits of continuing global tax planning initiatives. The effective tax rate for the nine months ended June 30, 2022 decreased as compared to the nine months ended June 30, 2021 primarily due to the discrete tax items. Refer to Note 19, "Income Taxes," of the notes to the consolidated financial statements for further detail.
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Income From Discontinued Operations, Net of Tax
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| (in millions) | 2022 | 2021 | Change | 2022 | 2021 | Change | |||||||||||||||||||||||||||||
| Income from discontinued operations, net of tax | $ | — | $ | — | * | $ | — | $ | 124 | * | |||||||||||||||||||||||||
* Measure not meaningful
Refer to Note 4, "Discontinued Operations & Assets and Liabilities Held for Sale," of the notes to the consolidated financial statements for further information regarding the Company's discontinued operations.
Income Attributable to Noncontrolling Interests
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| (in millions) | 2022 | 2021 | Change | 2022 | 2021 | Change | |||||||||||||||||||||||||||||
| Income from continuing operations attributable to noncontrolling interests | $ | 64 | $ | 87 | -26 | % | $ | 143 | $ | 186 | -23 | % | |||||||||||||||||||||||
The decrease in income from continuing operations attributable to noncontrolling interests for the three and nine months ended June 30, 2022 was primarily due to lower net income at certain partially-owned affiliates within the Global Products segment.
Net Income Attributable to Johnson Controls
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| (in millions) | 2022 | 2021 | Change | 2022 | 2021 | Change | |||||||||||||||||||||||||||||
| Net income attributable to Johnson Controls | $ | 379 | $ | 574 | -34 | % | $ | 771 | $ | 1,368 | -44 | % | |||||||||||||||||||||||
The decrease in net income attributable to Johnson Controls for the three months ended June 30, 2022 was primarily due to higher SG&A and higher restructuring and impairment costs, partially offset by lower income tax provision. The decrease in net income attributable to Johnson Controls for the nine months ended June 30, 2022 was primarily due to higher SG&A, higher restructuring and impairment costs and non-recurrence of prior year income from discontinued operations, partially offset by higher gross profit and lower income tax provision.
Diluted earnings per share attributable to Johnson Controls for the three months ended June 30, 2022 was $0.55 compared to $0.80 for the three months ended June 30, 2021. Diluted earnings per share attributable to Johnson Controls for the nine months ended June 30, 2022 was $1.10 compared to $1.89 for the nine months ended June 30, 2021.
Comprehensive Income Attributable to Johnson Controls
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| (in millions) | 2022 | 2021 | Change | 2022 | 2021 | Change | |||||||||||||||||||||||||||||
| Comprehensive income attributable to Johnson Controls | $ | 62 | $ | 633 | -90 | % | $ | 543 | $ | 1,793 | -70 | % | |||||||||||||||||||||||
The decrease in comprehensive income attributable to Johnson Controls for the three months ended June 30, 2022 was due to a decrease in other comprehensive income attributable to Johnson Controls ($376 million) resulting primarily from currency translation adjustments and lower net income attributable to Johnson Controls ($195 million). The year-over-year unfavorable
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foreign currency translation adjustments were primarily driven by the weakening of the Brazilian real, British pound and euro against the U.S. dollar in the current quarter.
The decrease in comprehensive income attributable to Johnson Controls for the nine months ended June 30, 2022 was due to a decrease in other comprehensive income attributable to Johnson Controls ($653 million) resulting primarily from currency translation adjustments and lower net income attributable to Johnson Controls ($597 million). The year-over-year unfavorable foreign currency translation adjustments were primarily driven by the weakening of the British pound and euro in the nine months ended June 30, 2022 compared to strengthening of the Brazilian real, British pound, Canadian dollar and Mexican peso against the U.S. dollar in the nine months ended June 30, 2021.
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.
Effective October 1, 2021, the Company's marine businesses previously included in Building Solutions Asia Pacific and Global Products reportable segments are now part of Building Solutions EMEA/LA reportable segment. Historical information has been re-cast to present the comparative periods on a consistent basis. This change was not material to the segment presentation. Refer to Note 20, “Segment Information,” of the notes to the consolidated financial statements for further information.
Beginning on October 1, 2021, the Company began reporting certain retrofit projects in Building Solutions EMEA/LA and Building Solutions Asia Pacific as products and systems revenue on a prospective basis as they have evolved to be more aligned with other install offerings.
Net Sales
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| (in millions) | 2022 | 2021 | Change | 2022 | 2021 | Change | |||||||||||||||||||||||||||||
| Building Solutions North America | $ | 2,426 | $ | 2,212 | 10 | % | $ | 6,805 | $ | 6,338 | 7 | % | |||||||||||||||||||||||
| Building Solutions EMEA/LA | 952 | 1,001 | -5 | % | 2,869 | 2,883 | — | % | |||||||||||||||||||||||||||
| Building Solutions Asia Pacific | 665 | 703 | -5 | % | 1,963 | 1,901 | 3 | % | |||||||||||||||||||||||||||
| Global Products | 2,571 | 2,425 | 6 | % | 6,937 | 6,154 | 13 | % | |||||||||||||||||||||||||||
| $ | 6,614 | $ | 6,341 | 4 | % | $ | 18,574 | $ | 17,276 | 8 | % | ||||||||||||||||||||||||
Three Months:
•The increase in Building Solutions North America was due to higher prices ($217 million) and incremental sales related to business acquisitions ($6 million), partially offset by the unfavorable impact of foreign currency translation ($9 million). The sales increase was led by low double-digit growth in service and strong growth in the HVAC & Controls platform.
•The decrease in Building Solutions EMEA/LA was due to the unfavorable impact of foreign currency translation ($88 million) and business divestitures ($7 million), partially offset by the net impact of higher prices and lower volumes ($37 million) and incremental sales related to business acquisitions ($9 million). Excluding the impacts of foreign currency translation and business acquisitions and divestitures, sales increased, driven by high single-digit growth in service and strong performance in the Fire & Security platforms. By region, strong growth in Europe was partially offset by a decline in Latin America.
•The decrease in Building Solutions Asia Pacific was due to the unfavorable impact of foreign currency translation ($39 million) and the net impact of lower volumes and higher prices ($7 million), partially offset by incremental sales related to business acquisitions ($8 million). The decrease in sales was due to the COVID-19 lockdowns in China. Strong demand for Industrial Refrigeration equipment continued in the third quarter of fiscal 2022.
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•The increase in Global Products was due to the net impact of higher prices and lower volumes ($218 million) and incremental sales related to business acquisitions ($50 million), partially offset by the unfavorable impact of foreign currency translation ($122 million). Sales growth was driven by strong pricing and broad-based demand for Commercial and Residential HVAC and Fire Detection products, partially offset by lower volumes due to the supply chain constraints and the COVID-19 lockdowns in China.
Year-to-Date:
•The increase in Building Solutions North America was due to higher volumes and prices ($455 million) and incremental sales related to business acquisitions ($15 million), partially offset by the unfavorable impact of foreign currency translation ($3 million). The sales increase was led by strong growth in service and the HVAC & Controls platform.
•The decrease in Building Solutions EMEA/LA was due to the unfavorable impact of foreign currency translation ($155 million) and business divestitures ($16 million), partially offset by higher volumes and prices ($133 million) and incremental sales related to business acquisitions ($24 million). Excluding the impacts of foreign currency translation and business acquisitions and divestitures, sales increased, driven by growth in service and strong performance in the Fire & Security platforms. By region, strong growth in Europe and Latin America was partially offset by continued weakness in the Middle East.
•The increase in Building Solutions Asia Pacific was due to the net impact of higher prices and lower volumes ($99 million) and incremental sales related to business acquisitions ($26 million), partially offset by the unfavorable impact of foreign currency translation ($62 million) and business divestitures ($1 million). The increase in sales was led by strong demand for Commercial Applied HVAC & Controls, partially offset by the COVID-19 lockdowns in China during the third quarter of fiscal 2022.
•The increase in Global Products was due to higher volumes and prices ($722 million) and incremental sales related to business acquisitions ($254 million), partially offset by the unfavorable impact of foreign currency translation ($193 million). Sales growth was driven by broad-based demand for Commercial and Residential HVAC and Fire & Security products and strong pricing.
Segment EBITA
| Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| (in millions) | 2022 | 2021 | Change | 2022 | 2021 | Change | |||||||||||||||||||||||||||||
| Building Solutions North America | $ | 260 | $ | 326 | -20 | % | $ | 745 | $ | 847 | -12 | % | |||||||||||||||||||||||
| Building Solutions EMEA/LA | 83 | 105 | -21 | % | 266 | 291 | -9 | % | |||||||||||||||||||||||||||
| Building Solutions Asia Pacific | 85 | 84 | 1 | % | 227 | 234 | -3 | % | |||||||||||||||||||||||||||
| Global Products | 570 | 505 | 13 | % | 1,283 | 1,001 | 28 | % | |||||||||||||||||||||||||||
| $ | 998 | $ | 1,020 | -2 | % | $ | 2,521 | $ | 2,373 | 6 | % | ||||||||||||||||||||||||
Three Months:
•The decrease in Building Solutions North America was primarily due to lower absorption related to supply chain disruptions and labor constraints and the unfavorable impact of foreign currency translation ($2 million), partially offset by productivity savings.
•The decrease in Building Solutions EMEA/LA was primarily due to supply chain disruptions and the unfavorable impact of foreign currency translation ($9 million), partially offset by favorable price/cost and productivity savings.
•The increase in Building Solutions Asia Pacific was primarily due to favorable price/cost and productivity savings, partially offset by lower volume leverage resulting from the COVID-19 lockdowns in China and the unfavorable impact of foreign currency translation ($6 million).
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•The increase in Global Products was primarily due to favorable price/cost, favorable mix and productivity savings, partially offset by supply chain disruptions and the unfavorable impact of foreign currency translation ($20 million).
Year-to-Date:
•The decrease in Building Solutions North America was primarily due to lower absorption related to supply chain disruptions and labor constraints, partially offset by productivity savings.
•The decrease in Building Solutions EMEA/LA was primarily due to the suspension of operations in Russia ($11 million), supply chain disruptions and the unfavorable impact of foreign currency translation ($15 million), partially offset by favorable price/cost and productivity savings.
•The decrease in Building Solutions Asia Pacific was primarily due to supply chain disruptions and the unfavorable impact of foreign currency translation ($12 million), partially offset by favorable price/cost and productivity savings.
•The increase in Global Products was primarily due to favorable volumes and mix, productivity savings and a favorable earn-out liability adjustment ($43 million), partially offset by the unfavorable impact of foreign currency translation ($19 million) and lower equity income driven primarily by certain partially-owned affiliates of the Johnson Controls - Hitachi joint venture ($9 million).
Backlog
The Company’s backlog is applicable to its sales of systems and services. At June 30, 2022, the backlog was $11.7 billion, of which $11.1 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 June 30, 2022, remaining performance obligations were $17.5 billion, which is $5.8 billion higher than the Company's backlog of $11.7 billion. Differences between the Company’s remaining performance obligations and backlog are primarily due to:
•Remaining performance obligations include large, multi-purpose contracts to construct hospitals, schools and other governmental buildings, which are services to be performed over the building's lifetime with initial contract terms of 25 to 35 years for the entire term of the contract versus backlog which includes only the lifecycle period of these contracts which approximates five years;
•The Company excludes from remaining performance obligations certain contracts with customers with a term of one year or less or contracts that are cancellable 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 only one year for all outstanding service contracts.
The Company reports backlog as it believes it is a useful measure of evaluating the Company's operational performance and relationship to total orders.
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Liquidity and Capital Resources
Working Capital
| June 30, | September 30, | ||||||||||||||||
| (in millions) | 2022 | 2021 | Change | ||||||||||||||
| Current assets | $ | 11,559 | $ | 9,998 | |||||||||||||
| Current liabilities | (11,883) | (9,098) | |||||||||||||||
| (324) | 900 | * | |||||||||||||||
| Less: Cash and cash equivalents | (1,506) | (1,336) | |||||||||||||||
| Add: Short-term debt | 2,081 | 8 | |||||||||||||||
| Add: Current portion of long-term debt | 217 | 226 | |||||||||||||||
| Less: Current assets held for sale | (404) | — | |||||||||||||||
| Add: Current liabilities held for sale | 261 | — | |||||||||||||||
| Working capital (as defined) | $ | 325 | $ | (202) | * | ||||||||||||
| Accounts receivable - net | $ | 5,850 | $ | 5,613 | 4 | % | |||||||||||
| Inventories | 2,574 | 2,057 | 25 | % | |||||||||||||
| Accounts payable | 4,125 | 3,746 | 10 | % | |||||||||||||
* Measure not meaningful
•The Company defines working capital as current assets less current liabilities, excluding cash, short-term debt, the current portion of long-term debt, and current assets and liabilities held for sale. Management believes that this measure of working capital, which excludes financing-related items and businesses to be divested, provides a more useful measurement of the Company’s operating performance.
•The increase in working capital at June 30, 2022 as compared to September 30, 2021, was primarily due to an increase in inventory due to supply chain disruptions, an increase in accounts receivable and a decrease in accrued compensation and benefits liabilities, partially offset by an increase in accounts payable and deferred revenue.
•The Company’s days sales in accounts receivable at June 30, 2022 and September 30, 2021 were 57 days and 58 days, respectively. There has been no significant adverse changes in the level of overdue receivables or significant changes in revenue recognition methods.
•The Company’s inventory turns for the three months ended June 30, 2022 were lower than the comparable period ended September 30, 2021, primarily due to supply chain disruptions.
•Days in accounts payable at June 30, 2022 were 84 days, higher than 76 days at the comparable period ended September 30, 2021, primarily due to timing.
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Cash Flows From Continuing Operations
| Nine Months Ended June 30, | ||||||||||||||
| (in millions) | 2022 | 2021 | ||||||||||||
| Cash provided by operating activities | $ | 811 | $ | 2,022 | ||||||||||
| Cash used by investing activities | (588) | (886) | ||||||||||||
| Cash provided (used) by financing activities | 29 | (1,650) | ||||||||||||
•The decrease in cash provided by operating activities was primarily due to increases in accounts receivable and inventory.
•The decrease in cash used by investing activities was primarily due to lower cash payments made for acquisitions, partially offset by higher capital expenditures.
•The increase in cash provided by financing activities was primarily due to higher net short-term debt borrowings, partially offset by higher stock repurchases.
Capitalization
| June 30, | September 30, | ||||||||||||||||
| (in millions) | 2022 | 2021 | Change | ||||||||||||||
| Short-term debt | $ | 2,081 | $ | 8 | |||||||||||||
| Current portion of long-term debt | 217 | 226 | |||||||||||||||
| Long-term debt | 7,194 | 7,506 | |||||||||||||||
| Total debt | 9,492 | 7,740 | 23 | % | |||||||||||||
| Less: Cash and cash equivalents | 1,506 | 1,336 | |||||||||||||||
| Total net debt | 7,986 | 6,404 | 25 | % | |||||||||||||
| Shareholders’ equity attributable to Johnson Controls ordinary shareholders | 15,988 | 17,562 | -9 | % | |||||||||||||
| Total capitalization | $ | 23,974 | $ | 23,966 | — | % | |||||||||||
| Total net debt as a % of total capitalization | 33.3 | % | 26.7 | % | |||||||||||||
•Net debt and net debt as a percentage of total capitalization are non-GAAP financial measures. The Company believes the percentage of total net debt to total capitalization is useful to understanding the Company’s financial condition as it provides a view 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's material cash requirements primarily consist of working capital requirements, repayments of long-term debt and related interest, operating leases, dividends, capital expenditures, potential acquisitions and share repurchases.
•As of June 30, 2022, approximately $3.6 billion remains available under the Company's share repurchase authorization, which does not have an expiration date and may be amended or terminated by the Board of Directors at any time without prior notice. The Company expects to repurchase outstanding shares from time to time depending on market conditions, alternate uses of capital, liquidity, and the economic environment.
•The Company declared a dividend of $0.35 per common share in the quarter ended June 30, 2022. The Company has increased its dividend 30% since the fourth quarter of 2021 and intends to continue paying dividends throughout fiscal 2022.
•The Company believes its capital resources and liquidity position at June 30, 2022 are adequate to meet projected needs. The Company believes requirements for working capital, capital expenditures, dividends, minimum pension contributions,
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debt maturities and any potential acquisitions or stock repurchases in the remainder of fiscal 2022 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 second quarter of fiscal 2022, the Company took advantage of low interest rates in euro commercial paper markets and borrowed $1.5 billion in commercial paper, which the Company intends to repay by the end of the fiscal year. 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 364-day revolving credit facility which expires in December 2022. There were no draws on the revolving credit facilities as of June 30, 2022 and September 30, 2021. The Company estimates that, as of June 30, 2022, it could borrow up to $1.4 billion based on average borrowing levels during the third quarter of fiscal 2022 on committed credit lines. The Company maintains a shelf registration statement with the SEC under which it may issue additional debt securities, ordinary shares, preferred shares, depositary shares, warrants purchase contracts and units that may be offered in one or more offerings on terms to be determined at the time of the offering. The Company anticipates that the proceeds of any offering would be used for general corporate purposes, including repayment of indebtedness, acquisitions, additions to working capital, repurchases of ordinary shares, dividends, capital expenditures and investments in the Company's subsidiaries. In addition, the Company held cash and cash equivalents of $1.5 billion as of June 30, 2022. As such, the Company believes it has sufficient financial resources to fund operations and meet its obligations for the foreseeable future.
•The Company's ability to access the global capital markets and the related cost of financing is dependent upon, among other factors, the Company's credit ratings. As of June 30, 2022, the Company's credit ratings and outlook were as follows:
| Rating Agency | Short-Term Rating | Long-Term Rating | Outlook | |||||||||||||||||
| S&P | A-2 | BBB+ | Stable | |||||||||||||||||
| Moody's | P-2 | Baa2 | Stable | |||||||||||||||||
The security ratings set forth above are issued by unaffiliated third party rating agencies and are not a recommendation to buy, sell or hold securities. The ratings may be subject to revision or withdrawal by the assigning rating organization at any time.
•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 shareholders’ equity attributable to Johnson Controls is calculated without giving effect to (i) the application of Accounting Standards Codification ("ASC") 715-60, "Defined Benefit Plans - Other Postretirement," or (ii) the cumulative foreign currency translation adjustment. As of June 30, 2022, the Company was in compliance with all covenants and other requirements set forth in its credit agreements and the indentures governing its notes, and expects to remain in compliance for the foreseeable future. None of the Company’s debt agreements limit access to stated borrowing levels or require accelerated repayment in the event of a decrease in the Company's credit rating.
•The key financial assumptions used in calculating the Company’s pension liability are determined annually, or whenever plan assets and liabilities are re-measured as required under accounting principles generally accepted in the U.S., including the expected rate of return on its plan assets. In fiscal 2022, the Company believes the long-term rate of return will approximate 7.00%, 3.70% and 5.30% for U.S. pension, non-U.S. pension and postretirement plans, respectively. During the first nine months of fiscal 2022, the Company made approximately $83 million in total pension and postretirement contributions. In total, the Company expects to contribute approximately $100 million in cash to its defined benefit pension plans in fiscal 2022. The Company expects to contribute $3 million in cash to its postretirement plans in fiscal 2022.
•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 2022, the Company recorded 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 divestitures. 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. 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
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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 its 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.
•The Company may from time to time purchase its outstanding debt through open market purchases, privately negotiated transactions or otherwise. Purchases or retirement of debt, if any, will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
•Refer to Note 10, "Debt and Financing Arrangements," of the notes to the consolidated financial statements for additional information on items impacting capitalization.
Restructuring
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, asset impairments and other related costs 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 2021, the Company announced plans to optimize its cost structure through broad-based SG&A actions focused on simplification, standardization and centralization, with the intent to deliver annualized savings of $300 million by fiscal 2023. Additionally, the Company announced cost of sales actions intended to drive $250 million in annual run rate savings by fiscal 2023. The one-time pre-tax costs associated with these actions were originally expected to be approximately $385 million across all segments and at Corporate through fiscal 2023. The Company expects it will incur these costs by the end of fiscal 2022 due to certain restructuring actions and expenses planned for fiscal 2023 being accelerated into fiscal 2022. During the three and nine months ended June 30, 2022, the Company recorded $59 million and $135 million, respectively, of costs resulting from the 2021 restructuring plan. The Company has outstanding restructuring reserves of $90 million at June 30, 2022, all of which is expected to be paid in cash.
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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”), (iii) €500 million aggregate principal amount of 1.000% Senior Notes due 2032 (the “2032 Notes”) and (iv) $500 million aggregate principal amount of 2.000% Sustainability-Linked Senior Notes due 2031 (the “2031 Notes” and together with the 2032 Notes, 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”).
TFSCA is a wholly-owned consolidated subsidiary of the Company that is 99.924% owned directly by the Parent Company and 0.076% 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 (in millions):
| Nine Months Ended June 30, 2022 | Year Ended September 30, 2021 | ||||||||||||||||
| Net sales | $ | — | $ | — | |||||||||||||
| Gross profit | — | — | |||||||||||||||
| Loss from continuing operations | (181) | (212) | |||||||||||||||
| Net loss | (181) | (212) | |||||||||||||||
| Income attributable to noncontrolling interests | — | — | |||||||||||||||
| Net loss attributable to the entity | (181) | (212) | |||||||||||||||
Excluded from the table above are intercompany transactions between the Obligor Group and Non-Obligor Subsidiaries as follows (in millions):
| Nine Months Ended June 30, 2022 | Year Ended September 30, 2021 | ||||||||||||||||
| Net sales | $ | — | $ | — | |||||||||||||
| Gross profit | — | — | |||||||||||||||
| Income from continuing operations | 62 | 223 | |||||||||||||||
| Net income | 62 | 223 | |||||||||||||||
| Income attributable to noncontrolling interests | — | — | |||||||||||||||
| Net income attributable to the entity | 62 | 223 | |||||||||||||||
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The following table presents summarized balance sheet information as of June 30, 2022 and September 30, 2021 (in millions):
| June 30, 2022 | September 30, 2021 | ||||||||||||||||
| Current assets | $ | 796 | $ | 1,036 | |||||||||||||
| Noncurrent assets | 243 | 280 | |||||||||||||||
| Current liabilities | 4,432 | 1,825 | |||||||||||||||
| Noncurrent liabilities | 6,961 | 7,260 | |||||||||||||||
| Noncontrolling interests | — | — | |||||||||||||||
Excluded from the table above are intercompany balances between the Obligor Group and Non-Obligor Subsidiaries as follows (in millions):
| June 30, 2022 | September 30, 2021 | ||||||||||||||||
| Current assets | $ | 1,071 | $ | 465 | |||||||||||||
| Noncurrent assets | 2,969 | 2,992 | |||||||||||||||
| Current liabilities | 2,273 | 1,660 | |||||||||||||||
| Noncurrent liabilities | 6,941 | 7,199 | |||||||||||||||
| Noncontrolling interests | — | — | |||||||||||||||
The same accounting policies as described in Note 1, "Summary of Significant Accounting Policies," of the Company's Annual Report on 10-K for the year ended September 30, 2021 are used by the Parent Company and each of its subsidiaries in connection with the summarized financial information presented above.
New Accounting Standards
Refer to Note 2, "New Accounting Standards," of the notes to the consolidated financial statements.
Critical Accounting Estimates
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 Company’s critical accounting estimates requiring significant judgement that could materially impact the Company's results of operations, financial position and cash flows are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2021. Since the date of the Company’s most recent Annual Report, there have been no material changes in the Company’s critical accounting estimates or assumptions.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of June 30, 2022, the Company had not experienced any adverse changes in market risk exposures that materially affected the quantitative and qualitative disclosures presented in the Company's Annual Report on Form 10-K for the year ended September 30, 2021.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"). Based upon their evaluation of these disclosure controls and procedures, the principal executive officer and principal financial officer concluded that the disclosure controls and procedures were effective as of June 30, 2022 to ensure that information required to be
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disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms, and to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate, to allow timely decisions regarding disclosure.
Changes in Internal Control Over Financial Reporting
There have been no significant changes in the Company’s internal control over financial reporting during the three months ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Gumm v. Molinaroli, et al.
On August 16, 2016, a putative class action lawsuit, Gumm v. Molinaroli, et al., Case No. 16-cv-1093, was filed in the United States District Court for the Eastern District of Wisconsin, naming Johnson Controls, Inc., the individual members of its board of directors at the time of the merger with the Company’s merger subsidiary and certain of its officers, the Company and the Company’s merger subsidiary as defendants. The complaint asserted various causes of action under the federal securities laws, state law and the Taxpayer Bill of Rights, including that the individual defendants allegedly breached their fiduciary duties and unjustly enriched themselves by structuring the merger among the Company, Tyco and the merger subsidiary in a manner that would result in a United States federal income tax realization event for the putative class of certain Johnson Controls, Inc. shareholders and allegedly result in certain benefits to the defendants, as well as related claims regarding alleged misstatements in the proxy statement/prospectus distributed to the Johnson Controls, Inc. shareholders, conversion and breach of contract. The complaint also asserted that Johnson Controls, Inc., the Company and the Company’s merger subsidiary aided and abetted the individual defendants in their breach of fiduciary duties and unjust enrichment. The complaint seeks, among other things, disgorgement of profits and damages. Plaintiffs filed an amended complaint on February 15, 2017. On November 3, 2021, the court granted the Company’s motion to dismiss the amended complaint. Plaintiffs have appealed to the United States Court of Appeals for the Seventh Circuit. Briefing on the appeal is completed. Oral argument has yet to be scheduled by the court.
Refer to Note 22, "Commitments and Contingencies," of the notes to the consolidated financial statements for discussion of environmental, asbestos, insurable liabilities and other litigation matters, which is incorporated by reference herein and is considered an integral part of Part II, Item 1, "Legal Proceedings."
ITEM 1A. RISK FACTORS
The following should be read in conjunction with, and supplements and amends, the factors that may affect the Company’s business or operations described under “Risk Factors” in Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the year ended September 30, 2021. Other than as described in this Item 1A, there have been no other material changes to our risk factors from the risk factors previously disclosed in our 2021 Annual Report.
The ability of suppliers to deliver raw materials, parts and components to our manufacturing facilities, and our ability to manufacture without disruption, could affect our results of operations.
We use a wide range of materials (primarily steel, copper and aluminum) and components (including semiconductors and other electronic components) in the global production of our products, which come from numerous suppliers around the world. Because not all of our business arrangements provide for guaranteed supply and some key parts may be available only from a single supplier or a limited group of suppliers, we are subject to supply and pricing risk. Our operations and those of our suppliers are subject to disruption for a variety of reasons, including COVID-19-related supplier plant shutdowns or slowdowns, transportation delays, work stoppages, labor relations, labor shortages, global geopolitical instability (including the Russia/Ukraine conflict), price inflation, governmental regulatory and enforcement actions, intellectual property claims against suppliers, financial issues such as supplier bankruptcy, information technology failures, and hazards such as fire, earthquakes, flooding, or other natural disasters. For example, we expect to continue to be impacted by the following supply chain issues, due to economic, political and other factors largely beyond our control: increased input material costs and component shortages;
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supply chain disruptions and delays and cost inflation, all of which could continue or escalate in the future. In addition, some of our subcontractors have also experienced supply chain and labor disruptions, which have and are expected to continue to impact our ability to timely complete projects and convert our backlog. The effects of climate change, including extreme weather events, long-term changes in temperature levels, water availability, increased cost for decarbonizing process heating, supply costs impacted by increasing energy costs, or energy costs impacted by carbon prices or offsets may exacerbate these risks. Such disruptions have and could continue to interrupt our ability to manufacture or obtain certain products and components, thereby adversely impacting our ability to provide products to customers and convert our backlog into revenue and realize expected profit margins. Any significant disruption could materially and adversely affect our business, financial condition, results of operations and cash flows.
Material supply shortages and delays in deliveries, along with other factors such as price inflation, can also result in increased pricing. While many of our customers permit quarterly or other periodic adjustments to pricing based on changes in component prices and other factors, we may bear the risk of price increases that occur between any such repricing or, if such repricing is not permitted, during the balance of the term of the particular customer contract. The inability to timely convert our backlog due to supply chain disruptions has and is expected to continue to subject us to pricing risk due to cost inflation occurring between the generation of backlog and its conversion into revenue. If we are unable to effectively manage the impacts of price inflation and timely convert our backlog, our results of operations, financial condition and cash flows could materially and adversely be affected.
The ongoing conflict between Russia and Ukraine may adversely affect our business and results of operations.
Due to the international scope of our operations, political, economic, and other conditions in foreign countries and regions, including geopolitical risks such as the current conflict between Russia and Ukraine, may adversely affect our business and results of operations. We have suspended our operations in Russia, which has not had and is not expected to have a material impact on our operating results. However, the broader consequences of this conflict, including heightened supply chain disruptions, inflation, economic instability and other factors have and could continue to adversely impact our results of operations. Other potential consequences arising from the conflict, which may include further sanctions, embargoes, regional instability, geopolitical shifts; potential retaliatory action by the Russian government against companies, including us, as a result of the suspension of operations in Russia; increased tensions among countries in which we operate; and the extent of the conflict’s effect on our business and results of operations as well as the global economy, cannot be predicted.
To the extent the current conflict between Russia and Ukraine adversely affects our business, it may also have the effect of heightening other risks disclosed in our Annual Report, any of which could materially and adversely affect our business and results of operations. Such risks include, but are not limited to, adverse effects on macroeconomic conditions, including inflation, supply chain disruptions and commodity price volatility; an increased likelihood that escalation of tensions could result in cyberattacks that could either directly or indirectly impact our operations; adverse changes in international trade policies and relations; decline in demand due to downturns in the industries we serve; our exposure to foreign currency fluctuations; and disruption or volatility in economic and financial markets.
Impacts related to 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 disrupted economic activity around the world. As a result, 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. While a substantial portion of our businesses and facilities have been classified as essential in jurisdictions in which facility closures have been mandated, we can give no assurance that there will not be additional closures in the future or that our businesses and facilities 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. In response to the challenges presented by COVID-19, we modified our business practices, including restricting non-essential employee travel, implementing remote work protocols, and limiting 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.
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Vaccine mandates and testing requirements have been announced in some jurisdictions where we operate. In addition, a number of our customers have issued vaccine requirements with respect to our employees who provide on-site service at customer facilities. Our efforts to comply with these or other mandates, including requiring that some or all of our employees be fully vaccinated against COVID-19, could result in increased labor attrition and disruption, as well as difficulty securing future labor needs, and could materially impact our ability to deliver services to our customers, which could in turn adversely impact our results of operations.
We may also experience impacts from market forces and changes in consumer behavior related to pandemic fears as a result of COVID-19. Although we experienced increases in both demand and volumes during fiscal 2021 as governments distributed vaccines and lifted COVID-19-related restrictions, challenges in achieving sufficient vaccination levels and the introduction of new variants of COVID-19 have and could continue to negatively impact our results of operations due to the extension or reinstitution of lockdowns and similar restrictive measures, limited access to customer sites to perform installation and service work, the delay or abandonment of projects on which we provide products and/or services, and the general adverse impacts on demand and sales volumes from industries that are sensitive to economic downturns and volatility in commodity prices. In addition, the Company has experienced and could continue to experience labor shortages at its facilities as the Company expands its production capacity to meet increased customer demand. 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.
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. This 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.
The extent to which the COVID-19 pandemic continues to impact our results of operations and financial condition will depend on future developments that are highly uncertain and cannot be predicted, including the resurgence of COVID-19 and its variants in regions recovering from the impacts of the pandemic, the effectiveness of COVID-19 vaccines and the speed at which populations are vaccinated around the globe, the impact of COVID-19 on economic activity and regulatory actions taken to contain the impact of COVID-19 on public health and the global economy. The impact of COVID-19 may also exacerbate other risks discussed in Item 1A of our Annual Report on Form 10-K, any of which could have a material effect on our financial condition, results of operations and cash flows.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
In March 2021, the Company's Board of Directors approved a $4.0 billion increase to the Company's share repurchase authorization, adding to the $2.0 billion remaining as of December 31, 2020 under the prior share repurchase authorization approved in 2019. The share repurchase authorization does not have an expiration date and may be amended or terminated by the Board of Directors at any time without prior notice. During the three and nine months ended June 30, 2022, the Company repurchased approximately $0.4 billion and $1.4 billion of its ordinary shares on an open market, respectively. As of June 30, 2022, approximately $3.6 billion remains available under the share repurchase authorization.
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The following table presents information regarding the repurchase of the Company’s ordinary shares by the Company as part of its publicly announced program during the three months ended June 30, 2022.
| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of the Publicly Announced Program | Approximate Dollar Value of Shares that May Yet be Purchased under the Programs | |||||||||||||||||||
| 4/1/22 - 4/30/22 | |||||||||||||||||||||||
| Purchases by Company | 2,451,348 | $ | 64.51 | 2,451,348 | $ | 3,861,852,964 | |||||||||||||||||
| 5/1/22 - 5/31/22 | |||||||||||||||||||||||
| Purchases by Company | 2,151,605 | 53.53 | 2,151,605 | 3,746,673,989 | |||||||||||||||||||
| 6/1/22 - 6/30/22 | |||||||||||||||||||||||
| Purchases by Company | 2,324,472 | 51.12 | 2,324,472 | 3,627,843,375 | |||||||||||||||||||
During the three months ended June 30, 2022, 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.
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ITEM 6. EXHIBITS
INDEX TO EXHIBITS
| Exhibit No. | Description | ||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 101 | The following materials from Johnson Controls International plc's Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, 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, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Shareholders' Equity and (vi) Notes to Consolidated Financial Statements. | ||||
| 104 | Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101) | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| JOHNSON CONTROLS INTERNATIONAL PLC | |||||||||||
| Date: August 4, 2022 | By: | /s/ Olivier Leonetti | |||||||||
| Olivier Leonetti | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
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Exhibit 31.1
CERTIFICATIONS
I, George R. Oliver, of Johnson Controls International plc, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Johnson Controls International plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 4, 2022
| /s/ George R. Oliver | ||
| George R. Oliver Chairman and Chief Executive Officer | ||
Exhibit 31.2
CERTIFICATIONS
I, Olivier Leonetti, of Johnson Controls International plc, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Johnson Controls International plc;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: August 4, 2022
| /s/ Olivier Leonetti | ||
| Olivier Leonetti Executive Vice President and Chief Financial Officer | ||
Exhibit 32.1
CERTIFICATION OF PERIODIC FINANCIAL REPORTS
We, George R. Oliver and Olivier Leonetti, of Johnson Controls International plc, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1.the Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (Periodic Report) to which this statement is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and
2.information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of Johnson Controls International plc.
Date: August 4, 2022
| /s/ George R. Oliver | ||
| George R. Oliver Chairman and Chief Executive Officer | ||
| /s/ Olivier Leonetti | ||
| Olivier Leonetti Executive Vice President and Chief Financial Officer | ||