FOOTNOTES |
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1. Financial Summary |
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| In the first quarter of fiscal 2017, the Company began evaluating the performance of its business units primarily on segment earnings before interest, taxes and amortization (EBITA), which represents income from continuing operations before income taxes and noncontrolling interests, excluding general corporate expenses, intangible asset amortization, net financing charges, significant restructuring and impairment costs, and the net mark-to-market adjustments related to pension and postretirement plans. Historical information has been revised to present the comparable periods on a consistent basis. Also in the first quarter of fiscal 2017, the Company began reporting the Automotive Experience business as a discontinued operation, which required retrospective application to previously reported financial information. As a result, the segment EBITA amounts shown below are for continuing operations and exclude the Automotive Experience business. In addition, the financial results for the three and six months ended March 31, 2016 exclude the Tyco business.
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| (in millions; unaudited) |
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| Three Months Ended March 31, |
| Six Months Ended March 31, |
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| 2017 |
| 2016 |
| 2017 |
| 2016 |
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| Actual |
| Adjusted Non-GAAP |
| Actual |
| Adjusted Non-GAAP |
| Actual |
| Adjusted Non-GAAP |
| Actual |
| Adjusted Non-GAAP |
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| Net sales (1) |
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| Building Technologies & Solutions |
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| $ 5,571 |
| $ 5,541 |
| $ 3,150 |
| $ 3,150 |
| $ 10,757 |
| $ 10,737 |
| $ 6,106 |
| $ 6,106 |
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| Power Solutions |
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| 1,696 |
| 1,696 |
| 1,583 |
| 1,583 |
| 3,596 |
| 3,596 |
| 3,323 |
| 3,323 |
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| Net sales |
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| $ 7,267 |
| $ 7,237 |
| $ 4,733 |
| $ 4,733 |
| $ 14,353 |
| $ 14,333 |
| $ 9,429 |
| $ 9,429 |
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| Segment EBITA (1) |
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| Building Technologies & Solutions |
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| $ 653 |
| $ 628 |
| $ 276 |
| $ 282 |
| $ 1,088 |
| $ 1,206 |
| $ 475 |
| $ 493 |
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| Power Solutions |
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| 303 |
| 303 |
| 282 |
| 282 |
| 692 |
| 693 |
| 642 |
| 642 |
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| Segment EBITA |
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| 956 |
| 931 |
| 558 |
| 564 |
| 1,780 |
| 1,899 |
| 1,117 |
| 1,135 |
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| Corporate expenses (2) |
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| (240) |
| (128) |
| (110) |
| (75) |
| (433) |
| (236) |
| (197) |
| (143) |
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| Amortization of intangible assets (3) |
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| (126) |
| (92) |
| (20) |
| (20) |
| (275) |
| (195) |
| (40) |
| (40) |
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| Mark-to-market gain for pension plans (4) |
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| 18 |
| - |
| - |
| - |
| 135 |
| - |
| - |
| - |
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| Restructuring and impairment costs (5) |
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| (99) |
| - |
| (60) |
| - |
| (177) |
| - |
| (60) |
| - |
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| EBIT (6) |
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| 509 |
| 711 |
| 368 |
| 469 |
| 1,030 |
| 1,468 |
| 820 |
| 952 |
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| Net financing charges (7) |
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| (116) |
| (116) |
| (71) |
| (71) |
| (252) |
| (235) |
| (137) |
| (137) |
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| Income from continuing operations before income taxes |
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| 393 |
| 595 |
| 297 |
| 398 |
| 778 |
| 1,233 |
| 683 |
| 815 |
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| Income tax provision (8) |
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| (508) |
| (89) |
| (41) |
| (70) |
| (481) |
| (185) |
| (124) |
| (141) |
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| Income (loss) from continuing operations |
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| (115) |
| 506 |
| 256 |
| 328 |
| 297 |
| 1,048 |
| 559 |
| 674 |
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| Income from continuing operations attributable to |
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| noncontrolling interests (9) |
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| (33) |
| (33) |
| (38) |
| (45) |
| (73) |
| (73) |
| (61) |
| (74) |
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| Net income (loss) from continuing operations attributable to JCI |
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| $ (148) |
| $ 473 |
| $ 218 |
| $ 283 |
| $ 224 |
| $ 975 |
| $ 498 |
| $ 600 |
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| Building Technology & Solutions- Provides facility systems and services including comfort, energy and security management for the non-residential buildings market, and provides heating, ventilating, and air conditioning products and services, security products and services, fire detection and suppression products and services, and life safety products for the residential and non-residential building markets. |
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| Power Solutions- Services both automotive original equipment manufacturers and the battery aftermarket by providing advanced battery technology, coupled with systems engineering, marketing and service expertise. |
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| (1) The Company's press release contains financial information regarding adjusted net sales, adjusted segment EBITA and adjusted segment EBITA margins, which are non-GAAP performance measures. The Company's definition of adjusted segment EBITA excludes special items because these costs are not considered to be directly related to the underlying operating performance of its business units. Management believes these non-GAAP measures are useful to investors in understanding the ongoing operations and business trends of the Company. |
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| The following is the three months ended March 31, 2017 and 2016 reconciliation of net sales, segment EBITA and segment EBITA margin as reported to adjusted net sales, adjusted segment EBITA and adjusted segment EBITA margin (unaudited): |
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| (in millions) | Building Technologies & Solutions |
| Power Solutions |
| Consolidated JCI plc |
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| 2017 |
| 2016 |
| 2017 |
| 2016 |
| 2017 |
| 2016 |
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| Net sales as reported | $ 5,571 |
| $ 3,150 |
| $ 1,696 |
| $ 1,583 |
| $ 7,267 |
| $ 4,733 |
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| Adjusting items: |
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| Nonrecurring purchase accounting impacts | (30) |
| - |
| - |
| - |
| (30) |
| - |
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| Adjusted net sales | $ 5,541 |
| $ 3,150 |
| $ 1,696 |
| $ 1,583 |
| $ 7,237 |
| $ 4,733 |
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| Segment EBITA as reported | $ 653 |
| $ 276 |
| $ 303 |
| $ 282 |
| $ 956 |
| $ 558 |
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| Segment EBITA margin as reported | 11.7% |
| 8.8% |
| 17.9% |
| 17.8% |
| 13.2% |
| 11.8% |
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| Adjusting items: |
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| Transaction costs | 10 |
| 1 |
| - |
| - |
| 10 |
| 1 |
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| Integration costs | 16 |
| 5 |
| - |
| - |
| 16 |
| 5 |
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| Nonrecurring purchase accounting impacts | (51) |
| - |
| - |
| - |
| (51) |
| - |
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| Adjusted segment EBITA | $ 628 |
| $ 282 |
| $ 303 |
| $ 282 |
| $ 931 |
| $ 564 |
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| Adjusted segment EBITA margin | 11.3% |
| 9.0% |
| 17.9% |
| 17.8% |
| 12.9% |
| 11.9% |
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| The following is the six months ended March 31, 2017 and 2016 reconciliation of net sales, segment EBITA and segment EBITA margin as reported to adjusted net sales, adjusted segment EBITA and adjusted segment EBITA margin (unaudited): |
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| (in millions) | Building Technologies & Solutions |
| Power Solutions |
| Consolidated JCI plc |
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| 2017 |
| 2016 |
| 2017 |
| 2016 |
| 2017 |
| 2016 |
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| Net sales as reported | $ 10,757 |
| $ 6,106 |
| $ 3,596 |
| $ 3,323 |
| $ 14,353 |
| $ 9,429 |
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| Adjusting items: |
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| Nonrecurring purchase accounting impacts | (20) |
| - |
| - |
| - |
| (20) |
| - |
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| Adjusted net sales | $ 10,737 |
| $ 6,106 |
| $ 3,596 |
| $ 3,323 |
| $ 14,333 |
| $ 9,429 |
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| Segment EBITA as reported | $ 1,088 |
| $ 475 |
| $ 692 |
| $ 642 |
| $ 1,780 |
| $ 1,117 |
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| Segment EBITA margin as reported | 10.1% |
| 7.8% |
| 19.2% |
| 19.3% |
| 12.4% |
| 11.8% |
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| Adjusting items: |
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| Transaction costs | 27 |
| 10 |
| 1 |
| - |
| 28 |
| 10 |
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| Integration costs | 30 |
| 8 |
| - |
| - |
| 30 |
| 8 |
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| Nonrecurring purchase accounting impacts | 61 |
| - |
| - |
| - |
| 61 |
| - |
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| Adjusted segment EBITA | $ 1,206 |
| $ 493 |
| $ 693 |
| $ 642 |
| $ 1,899 |
| $ 1,135 |
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| Adjusted segment EBITA margin | 11.2% |
| 8.1% |
| 19.3% |
| 19.3% |
| 13.2% |
| 12.0% |
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| (2) Adjusted Corporate expenses for the three months ended March 31, 2017 excludes $95 million of integration costs and $17 million of transaction costs. Adjusted Corporate expenses for the six months ended March 31, 2017 excludes $145 million of integration costs, $48 million of transaction costs and $4 million of separation costs. Adjusted Corporate expenses for the three months ended March 31, 2016 excludes $18 million of transaction costs and $17 million of separation costs. Adjusted Corporate expenses for the six months ended March 31, 2016 excludes $35 million of separation costs and $19 million of transaction costs. |
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| (3) Adjusted amortization of intangible assets for the three and six months ended March 31, 2017 excludes $34 million and $80 million, respectively, of nonrecurring asset amortization related to Tyco purchase accounting. |
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| (4) The three and six months ended March 31, 2017 pension mark-to-market gains of $18 million and $135 million, respectively, due to lump sum payouts for certain U.S. pension plans are excluded from the adjusted non-GAAP results. |
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| (5) The three and six months ended March 31, 2017 restructuring and impairment charges of $99 million and $177 million, respectively, are excluded from the adjusted non-GAAP results. The three and six months ended March 31, 2016 restructuring and impairment charge of $60 million is excluded from the adjusted non-GAAP results. |
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| (6) Management defines earnings before interest and taxes (EBIT) as income from continuing operations before net financing charges, income taxes and noncontrolling interests. |
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| (7) Adjusted net financing charges for the six months ended March 31, 2017 exclude $17 million of transaction costs related to the debt exchange offers. |
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| (8) Adjusted income tax provision for the three months ended March 31, 2017 excludes the non-cash tax charge of $457 million related to establishment of a deferred tax liability on the outside basis difference of the Company's investment in certain subsidiaries of the Scott Safety business and the tax provisions for the pension mark-to-market gain of $8 million and Tyco nonrecurring purchase accounting impacts of $5 million, partially offset by the tax benefits of integration costs of $25 million, restructuring and impairment costs of $20 million and transaction costs of $6 million. Adjusted income tax provision for the six months ended March 31, 2017 excludes the non-cash tax charge of $457 million related to establishment of a deferred tax liability on the outside basis difference of the Company's investment in certain subsidiaries of the Scott Safety business and the tax provision for the pension mark-to-market gains of $54 million, partially offset by the tax benefits of changes in entity tax status of $101 million, Tyco nonrecurring purchase accounting impacts of $38 million, restructuring and impairment costs of $34 million, integration costs of $32 million and transaction costs of $10 million. Adjusted income tax provision for the three months ended March 31, 2016 excludes the tax benefits related to the first quarter impact of the reduction in the Company's annual effective tax rate of $15 million, restructuring and impairment costs of $12 million, transaction costs of $1 million and integration costs of $1 million. Adjusted income tax provision for the six months ended March 31, 2016 excludes the tax benefits of restructuring and impairment costs of $12 million, transaction costs of $3 million, integration costs of $1 million and separation costs of $1 million. |
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| (9) Adjusted income from continuing operations attributable to noncontrolling interests for the three months ended March 31, 2016 excludes $6 million for the noncontrolling interest impact of restructuring and impairment costs and $1 million for the noncontrolling interest impact of integration costs. Adjusted income from continuing operations attributable to noncontrolling interests for the six months ended March 31, 2016, excludes $7 million for the noncontrolling interest impact of transaction/integration costs and $6 million for the noncontrolling interest impact of restructuring and impairment costs. |
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2. 2016 Supplemental Combined Information |
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| As a result of the reverse merger between JCI and Tyco, which closed on September 2, 2016, the Company is providing supplemental combined financial information. As supplemental information that management believes will be useful to investors, the Company has provided unaudited selected historical information which combines JCI's historical Building Efficiency business with historical Tyco results of operations as if these businesses had been operated together during the periods presented.
The merger is accounted for as a reverse acquisition with JCI considered to be acquiring Tyco for accounting purposes. As a result, the amounts reflected in Column A in the below table present the historical results of JCI, revised for the reporting changes described within footnote 1 above. The amounts in Column B reflect the impact of the special items, as set forth in the notes to the table and within footnote 1 above. The amounts in Column C reflect the inclusion of Tyco's historical results for the period prior to the merger on an adjusted basis. |
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| For the avoidance of doubt, this supplemental combined information is not intended to be, and was not, prepared on a basis consistent with the unaudited pro forma condensed combined financial information in Exhibit 99.3 to the Company's Current Report on Form 8-K/A filed October 3, 2016 with the U.S. Securities and Exchange Commission (the "Pro Forma 8-K/A Filing"), which provides the pro forma financial information required by Item 9.01(b) of Form 8-K. The supplemental combined information is intentionally different from, but does not supersede, the pro forma financial information in the Pro Forma 8-K/A Filing.
In addition, the supplemental combined information does not purport to indicate the results that actually would have been obtained had the JCI and Tyco businesses been operated together on the basis of the new segment structure during the periods presented, or which may be realized in the future. |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Amounts Adjusted for Certain Special Items
The supplemental combined information includes line items, such as net sales, income from continuing operations before income taxes, income tax provision, noncontrolling interest, net income and diluted EPS, that have been adjusted for the special items set forth in the notes to the table. Such amounts should be viewed in addition to, and not in lieu of, net sales, income from continuing operations before income taxes, income tax provision, noncontrolling interest, net income and diluted EPS and other financial measures on an unadjusted basis. In addition, per share amounts presented in the tables take into account the effects of (i) the issuance of ordinary shares to JCI shareholders in connection with the merger, and (ii) the consolidation of Tyco ordinary shares immediately prior to the merger. As a result, share counts reflect shares outstanding as of September 2, 2016 immediately following the consummation of the merger transaction.
The Company's management believes that these adjusted amounts, when considered together with the unadjusted amounts, provide information that is useful to investors in understanding period-over-period operating results separate and apart from items that may, or could, have a disproportionate positive or negative impact on results in any particular period. The Company's management also believes that these adjusted amounts enhance the ability of investors to analyze trends in the Company's underlying business and to better understand the Company's performance. In addition, the Company may utilize adjusted amounts as guides in forecasting, budgeting and long-term planning processes and to measure operating performance for compensation purposes. Adjusted amounts should be considered in addition to, and not as a substitute for, or superior to, unadjusted amounts. |
|
|
|
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|
|
|
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|
|
|
|
|
|
|
|
| (in millions, except per share data; unaudited) |
|
| Three Months Ended March 31, 2016 |
| Six Months Ended March 31, 2016 |
|
|
|
|
|
|
|
|
|
| A |
| B |
| C |
| D |
| A |
| B |
| C |
| D |
|
|
|
|
|
|
| Net sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Building Technologies & Solutions |
|
| $ 3,150 |
| $ - |
| $ 2,325 |
| $ 5,475 |
| $ 6,106 |
| $ - |
| $ 4,695 |
| $ 10,801 |
|
|
|
|
|
|
| Power Solutions |
|
| 1,583 |
| - |
| - |
| 1,583 |
| 3,323 |
| - |
| - |
| 3,323 |
|
|
|
|
|
|
| Net sales |
|
| $ 4,733 |
| $ - |
| $ 2,325 |
| $ 7,058 |
| $ 9,429 |
| $ - |
| $ 4,695 |
| $ 14,124 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Income from continuing operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Building Technologies & Solutions |
|
| $ 276 |
| $ 6 |
| $ 353 |
| $ 635 |
| $ 475 |
| $ 18 |
| $ 701 |
| $ 1,194 |
|
|
|
|
|
|
| Power Solutions |
|
| 282 |
| - |
| - |
| 282 |
| 642 |
| - |
| - |
| 642 |
|
|
|
|
|
|
| Segment EBITA |
|
| 558 |
| 6 |
| 353 |
| 917 |
| 1,117 |
| 18 |
| 701 |
| 1,836 |
|
|
|
|
|
|
| Corporate expenses |
|
| (110) |
| 35 |
| (55) |
| (130) |
| (197) |
| 54 |
| (110) |
| (253) |
|
|
|
|
|
|
| Amortization of intangible assets |
|
| (20) |
| - |
| (87) |
| (107) |
| (40) |
| - |
| (173) |
| (213) |
|
|
|
|
|
|
| Restructuring and impairment costs |
|
| (60) |
| 60 |
| - |
| - |
| (60) |
| 60 |
| - |
| - |
|
|
|
|
|
|
| EBIT |
|
| 368 |
| 101 |
| 211 |
| 680 |
| 820 |
| 132 |
| 418 |
| 1,370 |
|
|
|
|
|
|
| Net financing charges |
|
| (71) |
| - |
| (43) |
| (114) |
| (137) |
| - |
| (88) |
| (225) |
|
|
|
|
|
|
| Income from continuing operations before income taxes |
|
| 297 |
| 101 |
| 168 |
| 566 |
| 683 |
| 132 |
| 330 |
| 1,145 |
|
|
|
|
|
|
| Income tax provision |
|
| (41) |
| (29) |
| (26) |
| (96) |
| (124) |
| (17) |
| (53) |
| (194) |
|
|
|
|
|
|
| Noncontrolling interest |
|
| (38) |
| (7) |
| 1 |
| (44) |
| (61) |
| (13) |
| 1 |
| (73) |
|
|
|
|
|
|
| Net income |
|
| $ 218 |
| $ 65 |
| $ 143 |
| $ 426 |
| $ 498 |
| $ 102 |
| $ 278 |
| $ 878 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Diluted weighted average shares |
|
| 652.1 |
|
|
|
|
| 940 |
| 652.5 |
|
|
|
|
| 940 |
|
|
|
|
|
|
| Diluted earnings per share |
|
| $ 0.33 |
|
|
|
|
| $ 0.45 |
| $ 0.76 |
|
|
|
|
| $ 0.93 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| A - Johnson Controls, as reported. |
|
|
|
| B - Adjusted to exclude special items because these costs are not considered to be directly related to the underlying operating performance of the Company. Management believes these non-GAAP measures are useful to investors in better understanding the ongoing operations and business trends of the Company. The special items are described by line item in footnote 1 above. The income tax provision and noncontrolling interest adjustments are a result of the special items discussed in footnote 1. |
|
|
|
| C - Includes Tyco adjusted non-GAAP results for the three and six months ended March 31, 2016, as if the merger occurred October 1, 2015. Tyco's first three fiscal quarters of 2016 ended on the last Friday of December, March and June, while JCI's fiscal quarters ended on the last day of each such month. Because the historical statements of income of each company represent full and equivalent quarterly periods, no adjustments were made to align the fiscal quarters. The income tax provision also includes an adjustment to arrive at an annualized 17% tax rate for fiscal 2016 as a combined company. |
|
|
|
| D - Combined financial information as if the merger with Tyco was completed on October 1, 2015. Reflects annual 17% tax rate and 940 million share count. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3. Organic Adjusted Net Sales Growth Reconciliation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The components of the changes in adjusted net sales for the three months ended March 31, 2017 versus the three months ended March 31, 2016, including organic net sales, is shown below (unaudited): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in millions) | Combined Adjusted Net Sales for the Three Months Ended March 31, 2016 |
| Foreign Currency |
| Acquisitions/ Divestitures, Net |
| Lead Impact |
| Organic Net Sales |
| Adjusted Net Sales for the Three Months Ended March 31, 2017 |
| Building Technologies & Solutions | $ 5,475 |
| $ (21) |
| -0.4% |
| $ (51) |
| -0.9% |
| $ - |
| - |
| $ 138 |
| 2.5% |
| $ 5,541 |
| 1.2% |
| Power Solutions | 1,583 |
| (4) |
| -0.3% |
| - |
| - |
| 127 |
| 8.0% |
| (10) |
| -0.6% |
| 1,696 |
| 7.1% |
| Total net sales | $ 7,058 |
| $ (25) |
| -0.4% |
| $ (51) |
| -0.7% |
| $ 127 |
| 1.8% |
| $ 128 |
| 1.8% |
| $ 7,237 |
| 2.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The components of the changes in adjusted net sales for the six months ended March 31, 2017 versus the six months ended March 31, 2016, including organic net sales, is shown below (unaudited): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in millions) | Combined Adjusted Net Sales for the Six Months Ended March 31, 2016 |
| Foreign Currency |
| Acquisitions/ Divestitures, Net |
| Lead Impact |
| Organic Net Sales |
| Adjusted Net Sales for the Six Months Ended March 31, 2017 |
| Building Technologies & Solutions | $ 10,801 |
| $ (67) |
| -0.6% |
| $ (101) |
| -0.9% |
| $ - |
| - |
| $ 104 |
| 1.0% |
| $ 10,737 |
| -0.6% |
| Power Solutions | 3,323 |
| (15) |
| -0.5% |
| - |
| - |
| 174 |
| 5.2% |
| 114 |
| 3.4% |
| 3,596 |
| 8.2% |
| Total net sales | $ 14,124 |
| $ (82) |
| -0.6% |
| $ (101) |
| -0.7% |
| $ 174 |
| 1.2% |
| $ 218 |
| 1.5% |
| $ 14,333 |
| 1.5% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4. Diluted Earnings Per Share Reconciliation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The Company's press release contains financial information regarding adjusted earnings per share, which is a non-GAAP performance measure. The adjusting items include transaction/integration/separation costs, nonrecurring purchase accounting impacts related to the Tyco merger, mark-to-market gain for pension plans, restructuring and impairment costs, and discrete tax items. The Company excludes these items because they are not considered to be directly related to the underlying operating performance of the Company. Management believes these non-GAAP measures are useful to investors in understanding the ongoing operations and business trends of the Company. |
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| A reconciliation of diluted earnings per share as reported to diluted adjusted earnings per share for the respective periods is shown below (unaudited): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net Income Attributable to JCI plc |
| Net Income Attributable to JCI plc from Continuing Operations |
| Net Income Attributable to JCI plc |
| Net Income Attributable to JCI plc from Continuing Operations |
|
|
|
|
|
|
|
|
|
| Three Months Ended |
| Three Months Ended |
| Six Months Ended |
| Six Months Ended |
|
|
|
|
|
|
|
|
|
| March 31, |
| March 31, |
| March 31, |
| March 31, |
|
|
|
|
|
|
|
|
|
| 2017 |
| 2016 |
| 2017 |
| 2016 |
| 2017 |
| 2016 |
| 2017 |
| 2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Earnings (loss) per share as reported for JCI plc | $ (0.16) |
| $ (0.81) |
| $ (0.16) |
| $ 0.33 |
| $ 0.19 |
| $ (0.12) |
| $ 0.24 |
| $ 0.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusting items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Transaction costs | 0.03 |
| 0.03 |
| 0.03 |
| 0.03 |
| 0.10 |
| 0.04 |
| 0.10 |
| 0.04 |
|
|
|
|
|
|
|
|
| Related tax impact | (0.01) |
| - |
| (0.01) |
| - |
| (0.01) |
| - |
| (0.01) |
| - |
|
|
|
|
|
|
|
|
| Integration costs | 0.12 |
| 0.01 |
| 0.12 |
| 0.01 |
| 0.18 |
| 0.01 |
| 0.18 |
| 0.01 |
|
|
|
|
|
|
|
|
| Related tax impact | (0.03) |
| - |
| (0.03) |
| - |
| (0.03) |
| - |
| (0.03) |
| - |
|
|
|
|
|
|
|
|
| Separation costs | - |
| 0.16 |
| - |
| 0.03 |
| 0.09 |
| 0.30 |
| - |
| 0.05 |
|
|
|
|
|
|
|
|
| Related tax impact | - |
| (0.01) |
| - |
| - |
| - |
| (0.02) |
| - |
| - |
|
|
|
|
|
|
|
|
| Nonrecurring purchase accounting impacts | (0.02) |
| - |
| (0.02) |
| - |
| 0.15 |
| - |
| 0.15 |
| - |
|
|
|
|
|
|
|
|
| Related tax impact | 0.01 |
| - |
| 0.01 |
| - |
| (0.04) |
| - |
| (0.04) |
| - |
|
|
|
|
|
|
|
|
| Mark-to-market gain for pension plans | (0.02) |
| - |
| (0.02) |
| - |
| (0.14) |
| - |
| (0.14) |
| - |
|
|
|
|
|
|
|
|
| Related tax impact | 0.01 |
| - |
| 0.01 |
| - |
| 0.06 |
| - |
| 0.06 |
| - |
|
|
|
|
|
|
|
|
| Restructuring and impairment costs | 0.10 |
| 0.34 |
| 0.10 |
| 0.08 |
| 0.19 |
| 0.34 |
| 0.19 |
| 0.08 |
|
|
|
|
|
|
|
|
| Related tax impact | (0.02) |
| (0.03) |
| (0.02) |
| (0.02) |
| (0.04) |
| (0.03) |
| (0.04) |
| (0.02) |
|
|
|
|
|
|
|
|
| Discrete tax items | 0.48 |
| 1.17 |
| 0.48 |
| (0.02) |
| 0.40 |
| 1.20 |
| 0.38 |
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted earnings per share for JCI plc* | $ 0.50 |
| $ 0.86 |
| $ 0.50 |
| $ 0.43 |
| $ 1.09 |
| $ 1.71 |
| $ 1.03 |
| $ 0.92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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|
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|
|
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|
|
|
| * May not sum due to rounding. |
|
|
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|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| A reconciliation of the differences between earnings per share as reported and adjusted earnings per share provided on a forward-looking basis is not available due to the high variability of the net mark-to-market adjustments related to pension and postretirement plans and unpredictability of any other potential adjusting items. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The following table reconciles the denominators used to calculate basic and diluted earnings per share for JCI plc (in millions; unaudited): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended |
| Six Months Ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| March 31, |
| March 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2017 |
| 2016 |
| 2017 |
| 2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted Average Shares Outstanding for JCI plc |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic weighted average shares outstanding | 939.2 |
| 648.2 |
| 938.2 |
| 648.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Stock options, unvested restricted stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| and unvested performance share awards | - |
| 3.9 |
| 9.8 |
| 4.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Diluted weighted average shares outstanding | 939.2 |
| 652.1 |
| 948.0 |
| 652.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| For the three months ended March 31, 2017, the total number of potential dilutive shares due to stock options, unvested restricted stock and unvested performance share awards was 9.4 million. However, these items were not included in the computation of diluted loss per share for the three months ended March 31, 2017, since to do so would decrease the loss per share. On an adjusted diluted outstanding share basis, inclusion of the effect of dilutive securities results in diluted weighted average shares outstanding of 948.6 million for the three months ended March 31, 2017. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5. Mark-to-Market of Pension and Postretirement Plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| The pension and postretirement mark-to-market gain or loss for each period is excluded from adjusted diluted earnings per share. The three and six months ended March 31, 2017 includes mark-to-market gains for pension plans of $18 million and $135 million, respectively, due to lump sum payouts for certain U.S. pension plans. There was no mark-to-market gain or loss for pension and postretirement plans in the three or six months ended March 31, 2016. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
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6. Acquisitions and Divestitures |
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| On March 16, 2017, the Company announced that it signed a definitive agreement to sell its Scott Safety business to 3M for approximately $2.0 billion. Net cash proceeds from the transaction are expected to approximate $1.8 to $1.9 billion. Scott Safety is a leader in the design, manufacture and sale of high performance respiratory protection, gas and flame detection, thermal imaging and other critical products for fire services, law enforcement, industrial, oil and gas, chemical, armed forces, and homeland defense end markets. The transaction is expected to close in the second half of calendar 2017, subject to customary closing conditions including required regulatory approval. The Scott Safety business is included within assets held for sale and liabilities held for sale in the accompanying condensed consolidated statement of financial position as of March 31, 2017. |
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| On October 31, 2016, the Company completed the spin-off of its Automotive Experience business by way of the transfer of the Automotive Experience business from JCI plc to Adient plc and the issuance of ordinary shares of Adient plc directly to holders of JCI plc ordinary shares on a pro rata basis. Following the separation, Adient plc is now an independent public company trading on the New York Stock Exchange (NYSE) under the symbol "ADNT." The Company did not retain any equity interest in Adient plc. Beginning in the first quarter of fiscal 2017, Adient's historical financial results are reflected in the Company's consolidated financial statements as a discontinued operation. |
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| On September 2, 2016, JCI Inc. and Tyco completed their combination which was announced on January 25, 2016. The merger is accounted for as a reverse acquisition using the acquisition method of accounting in accordance with Accounting Standards Codification (ASC) 805, "Business Combinations." JCI Inc. is the accounting acquirer for financial reporting purposes. Accordingly, the historical consolidated financial statements of JCI Inc. for periods prior to this transaction are considered to be the historical financial statements of the Company. The total fair value of the consideration transferred was $19.7 billion. As part of the transaction in the fiscal 2016 fourth quarter, the Company recorded $16.4 billion of goodwill and $6.2 billion of intangible assets, of which $3.9 billion are subject to amortization. |
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| On October 1, 2015, the Company formed a joint venture with Hitachi to expand its legacy Building Efficiency product offerings. The Company acquired a 60 percent ownership stake in the new entity for approximately $133 million ($563 million purchase price less cash acquired of $430 million). |
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7. Income Taxes |
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| The Company's effective tax rate from continuing operations before consideration of the transaction/integration/separation costs, nonrecurring purchase accounting impacts related to the Tyco merger, mark-to-market gains for pension plans, restructuring and impairment costs, and discrete tax items for the three months ending March 31, 2017 and 2016 is approximately 15 percent and 18 percent, respectively. The three months ended March 31, 2017 includes a non-cash tax charge of $457 million ($0.48) in continuing operations related to establishment of a deferred tax liability on the outside basis difference of the Company's investment in certain subsidiaries of the Scott Safety business. The three months ended March 31, 2016 includes a non-cash tax charge of $780 million ($1.20) in discontinued operations related to the Company's change in assertion over permanently reinvested earnings as a result of the spin-off of the Automotive Experience business and a tax benefit of $15 million ($0.02) in continuing operations related to the first quarter impact of the reduction in the Company's annual effective tax rate.
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8. Restructuring |
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| The three and six months ended March 31, 2017 includes restructuring and impairment costs of $99 million and $177 million, respectively, related primarily to workforce reductions, plant closures and asset impairments in the Building Technologies & Solutions business and at Corporate. The three and six months ended March 31, 2016 restructuring and impairment costs of $60 million related primarily to workforce reductions, plant closures and asset impairments in the Building Technologies & Solutions business and at Corporate. |
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