UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): | June 12, 2020 | (June 12, 2020) |
JOHNSON CONTROLS INTERNATIONAL PLC
(Exact name of registrant as specified in its charter)
Ireland | 001-13836 | 98-0390500 | ||||||||||||
(State or Other Jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
One Albert Quay. Cork, Ireland, T12 X8N6
(Address of principal executive offices and postal code)
(353) | 21-423-5000 | Not Applicable | |||||||||
(Registrant’s telephone number) | (Former name, former address and former fiscal year, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
Ordinary Shares, Par Value $0.01 | JCI | New York Stock Exchange | ||||||
0.000% Senior Notes due 2020 | JCI20B | New York Stock Exchange | ||||||
4.25% Senior Notes due 2021 | JCI21B | New York Stock Exchange | ||||||
3.750% Senior Notes due 2021 | JCI21C | New York Stock Exchange | ||||||
4.625% Notes due 2023 | JCI23 | New York Stock Exchange | ||||||
1.000% Senior Notes due 2023 | JCI23A | New York Stock Exchange | ||||||
3.625% Senior Notes due 2024 | JCI24A | New York Stock Exchange | ||||||
1.375% Notes due 2025 | JCI25A | New York Stock Exchange | ||||||
3.900% Notes due 2026 | JCI26A | New York Stock Exchange | ||||||
6.000% Notes due 2036 | JCI36A | New York Stock Exchange | ||||||
5.70% Senior Notes due 2041 | JCI41B | New York Stock Exchange | ||||||
5.250% Senior Notes due 2041 | JCI41C | New York Stock Exchange | ||||||
4.625% Senior Notes due 2044 | JCI44A | New York Stock Exchange | ||||||
5.125% Notes due 2045 | JCI45B | New York Stock Exchange | ||||||
6.950% Debentures due December 1, 2045 | JCI45A | New York Stock Exchange | ||||||
4.500% Senior Notes due 2047 | JCI47 | New York Stock Exchange | ||||||
4.950% Senior Notes due 2064 | JCI64A | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |||||||||||
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. | ☐ |
Item 8.01 Other Events.
Johnson Controls International plc (the “Company”) intends to resume its previously announced share repurchase program related to the deployment of proceeds from the Power Solutions sale transaction, beginning in the fourth quarter of its fiscal year 2020. The Company previously disclosed that it had suspended its share repurchase program in order to enhance its immediate liquidity resources in response to financial market uncertainty related to the COVID-19 pandemic. As of March 31, 2020, approximately $735 million remains available under the Company’s previously announced share repurchase program for fiscal year 2020 and approximately $3.1 billion remains available under the Company’s overall share repurchase authorization.
In implementing share repurchases, the Company may purchase shares in the open market or through a variety of methods as permitted by applicable securities laws and other legal requirements, including through the use of a Rule 10b5-1 plan. There exists no obligation to repurchase any particular amount of shares within any timeframe, and the manner, timing and amount of any purchase will be determined subject to an evaluation of the price and availability of the Company's shares, general market conditions, and other factors. The Company’s authorization to repurchase shares does not have a set expiration date and may be amended, suspended or terminated at any time at the Company's discretion without prior notice.
Cautionary Statement Regarding Forward-Looking Statements
The Company has made statements in this communication 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. 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 its 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 and geopolitical conditions, including the impacts of natural disasters, pandemics and outbreaks of contagious diseases and other adverse public health developments, such as the COVID-19 pandemic, any delay or inability of the Company to realize the expected benefits and synergies of recent portfolio transactions such as the merger with Tyco and the disposition of the Power Solutions business, changes in tax laws (including but not limited to the Tax Cuts and Jobs Act enacted in December 2017), regulations, rates, policies or interpretations, the loss of key senior management, the tax treatment of recent portfolio transactions, significant transaction costs and/or unknown liabilities associated with such transactions, the outcome of actual or potential litigation relating to such transactions, the risk that disruptions from recent transactions will harm the Company’s business, the strength of the U.S. or other economies, changes to laws or policies governing foreign trade, including increased tariffs or trade restrictions, energy and commodity prices, the availability of raw materials and component products, currency exchange rates, maintaining the capacity, reliability and security of our information technology infrastructure, the risk of infringement or expiration of intellectual property rights, work stoppages, union negotiations, labor disputes and other matters associated with the labor force, the outcome of litigation and governmental proceedings and cancellation of or changes to commercial arrangements. A detailed discussion of risks related to the Company’s business is included in the section entitled “Risk Factors” in the Company’s Annual Report on Form 10-K for the 2019 fiscal year filed with the SEC on November 21, 2019. The description of certain of these risks is supplemented in Item 1A of Part II of the Company’s subsequently filed Quarterly Reports on Form 10-Q. Shareholders, potential investors and others should consider these factors in evaluating the forward-looking statements and should not place undue reliance on such statements. The forward-looking statements included in this communication are made only as of the date of this document, unless otherwise specified, and, except as required by law, the Company assumes no obligation, and disclaims any obligation, to update such statements to reflect events or circumstances occurring after the date of this communication.
SIGNATURE
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 hereunto duly authorized.
JOHNSON CONTROLS INTERNATIONAL PLC
Date: June 12, 2020 | By: | /s/ John Donofrio | |||||||||||||||
Name: | John Donofrio | ||||||||||||||||
Title: | Executive Vice President, General Counsel and Corporate Secretary |