EX-99.1 2 exh991-johnsonctrlsq2fy14.htm EXHIBIT 99.1 Exh 99.1 - Johnson Controls Q2 FY14

        


FOR IMMEDIATE RELEASE
Exhibit 99.1
CONTACT:
Glen L. Ponczak (Investors)
(414) 524-2375

Fraser Engerman (Media)
(414) 524-2733
April 23, 2014


Johnson Controls delivers on 2014 second quarter earnings projections
with higher revenues and improved profitability

MILWAUKEE, Apr. 23, 2014 . . . . For the second quarter of fiscal 2014, Johnson Controls, Inc., a global multi-industrial company, reported net income of $261 million, or $0.39 per share, on $10.5 billion in revenues. Second quarter earnings per share (including discontinued operations and excluding non-recurring items) was $0.66, which is at the high end of the company’s previously issued guidance and up 50 percent versus $0.44 last year. As a result of the previously announced sale of its Automotive Electronics business, the Company has reclassified Electronics’ results to discontinued operations and prior year financial statements have been revised accordingly.

Excluding restructuring and non-recurring items in the second quarter, continuing operations highlights include:
Net revenues of $10.5 billion vs. $10.1 billion in Q2 2013, up 4 percent
Income from business segment operations of $629 million compared with $461 million a year ago, up 36 percent
Diluted earnings per share from continuing operations of $0.64 versus $0.42 in the same quarter last year, up 52 percent

Non-recurring items that impacted reported second quarter earnings include:
 
2014 second quarter (net charge of $0.27 per share)
Non-cash tax charge of $180 million related to the repatriation of foreign cash associated with the Electronics divestiture

2013 second quarter (net charge of $0.20 per share)
$82 million pre-tax equity interest gain ($0.07 per diluted share)
$111 million of non-cash tax charges ($0.16 per diluted share)
$84 million pre-tax restructuring charge ($0.11 per diluted share)

"While the economic environment continues to challenge top line growth in some of our businesses, I am pleased with the profitability improvements in all businesses” said Alex Molinaroli, Johnson Controls chairman and chief executive officer. “These results are consistent with the expectations we disclosed during our first quarter earnings call.”







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Business results

Automotive Experience revenues (excluding discontinued operations) in the fiscal second quarter of 2014 were $5.6 billion, up 11 percent compared to the 2013 quarter, reflecting higher automotive production in all geographic regions. Automotive industry production in the quarter increased 5 percent in North America, 5 percent in Europe and 9 percent in China. Revenues in China, which are primarily related to Seating and generated through non-consolidated joint ventures, increased 25 percent to $1.6 billion.

Automotive Experience segment income (excluding discontinued operations) of $241 million was up 226% compared to $74 million in the second quarter of 2013. The 2013 results exclude an $82 million non-recurring equity income gain. The increase was primarily led by improvements in the company’s Seating business, with segment income of $236 million in the current quarter, compared with $94 million last year. The Interiors business showed a profit of $5 million this year compared with a $20 million loss last year. Automotive Experience improvement was a result of improved operational performance in the Company’s metals and mechanisms business and Europe, benefits from restructuring initiatives and higher revenues.
  
Building Efficiency sales in the fiscal second quarter of 2014 were $3.3 billion, 5 percent lower than the 2013 second quarter, as higher revenues in Asia were more than offset by lower market demand in North America, Europe and the Middle East. Excluding Global Workplace Solutions (GWS) and divestitures, revenues were 2 percent lower. Adjusted for divestitures and currency, backlog was flat compared to the second quarter of last year at $4.8 billion. Second quarter orders were 2 percent lower than last year.

Building Efficiency segment income of $152 million was up 9 percent compared with $139 million the 2013 second quarter, due to cost reduction initiatives and improved margins in North America, Asia and GWS.

Power Solutions sales in the fiscal second quarter of 2014 were flat at $1.6 billion versus the 2013 quarter. Excluding the impact of lead, sales increased 4 percent. Global original equipment battery shipments increased 9 percent, while aftermarket unit shipments were up 1 percent. Power Solutions segment income was $236 million, down 5 percent, compared with $248 million in the second quarter of 2013. The 2013 quarter benefited from a $24 million legal settlement; adjusted for this item, segment income was up 5 percent and margins were up 70 basis points.

The Company is providing updated guidance now that Electronics is reported as a discontinued operation. Previously, the Company provided full year earnings guidance including Electronics of $3.15 - $3.30 per diluted share. Excluding Electronics earnings of approximately $0.10 - $0.12 per share, the adjusted range for continuing operations would be $3.05 to $3.18 per share.

The Company’s updated guidance for earnings from continuing operations is now $3.10 to $3.15 per share. For the third quarter of 2014, the Company provided earnings guidance from continuing operations of $0.81 to $0.84 per share, up 13% to 17%. The Company also reaffirmed its full fiscal year guidance for free cash flow of $1.6 billion and segment margin improvements in all three of its businesses. The updated











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guidance assumes that underlying earnings from the recently announced Air Distribution Technologies acquisition are neutral in 2014.


Portfolio update

On April 16, 2014, Johnson Controls announced a definitive agreement to purchase Air Distribution Technologies, one of the strongest and largest independent providers of air distribution and ventilation products in North America, for $1.6 billion. The transaction, which is forecast to close in July 2014 subject to required regulatory approvals, is expected to significantly expand Johnson Controls’ third party distribution channels and create cross-selling opportunities for existing and new products.

The Company said it believes it is on target to close the sale of its Automotive Electronics business by the end of its 2014 fiscal year and that the review of strategic options for its Automotive Interiors business is continuing.

“While we have made significant progress on the changes to our portfolio, our priority remains operational excellence to drive continued increases in profitability and shareholder value. Our first half results demonstrate the success of our employees’ efforts and I thank them for their dedication to our customers and shareholders,” said Molinaroli.

###

FORWARD-LOOKING STATEMENTS
Johnson Controls, Inc. 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 statements that are, or could be, deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In this document, statements regarding future financial position, sales, costs, earnings, cash flows, other measures of results of operations, capital expenditures or debt levels and plans, objectives, outlook, targets, guidance or goals are forward-looking statements. Words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “forecast,” “project” or “plan” or terms of similar meaning are also generally intended to identify forward-looking statements. Johnson Controls cautions that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond Johnson Controls’ control, that could cause Johnson Controls’ actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include required regulatory approvals that are material conditions for proposed transactions to close, the strength of the U.S. or other economies, automotive vehicle production levels, mix and schedules, energy and commodity prices, availability of raw materials and component products, currency exchange rates, and cancellation of or changes to commercial contracts, as well as other factors discussed in Item 1A of Part I of Johnson Controls’ most recent Annual Report on Form 10-K for the year ended September 30, 2013. 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 document are only made as







Page 3 of 4



        


of the date of this document, and Johnson Controls assumes no obligation, and disclaims any obligation, to update forward-looking statements to reflect events or circumstances occurring after the date of this document.

###

ABOUT JOHNSON CONTROLS
Johnson Controls is a global diversified technology and industrial leader serving customers in more than 150 countries. Our 170,000 employees create quality products, services and solutions to optimize energy and operational efficiencies of buildings; lead-acid automotive batteries and advanced batteries for hybrid and electric vehicles; and interior systems for automobiles. Our commitment to sustainability dates back to our roots in 1885, with the invention of the first electric room thermostat. Through our growth strategies and by increasing market share we are committed to delivering value to shareholders and making our customers successful. In 2013, Corporate Responsibility Magazine recognized Johnson Controls as the #14 company in its annual “100 Best Corporate Citizens” list. For additional information, please visit http://www.johnsoncontrols.com. Follow Johnson Controls Investor Relations on Twitter at www.twitter.com/JCI_IR.

###



Page 4 of 4




April 23, 2014
Page 5
JOHNSON CONTROLS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share data; unaudited)
 
 
Three Months Ended March 31,
 
 
2014
 
 
2013 (Revised)
 
 
 
 
 
 
Net sales
$
10,463

 
 
$
10,102

Cost of sales
8,917

 
 
8,662

 
Gross profit
1,546

 
 
1,440

 
 
 
 
 
 
Selling, general and administrative expenses
(990
)
 
 
(1,044
)
Restructuring and impairment costs

 
 
(84
)
Net financing charges
(56
)
 
 
(66
)
Equity income
73

 
 
147

 
 
 
 
 
 
Income from continuing operations before income taxes
573

 
 
393

 
 
 
 
 
 
Income tax provision
110

 
 
214

 
 
 
 
 
 
Net income from continuing operations
463

 
 
179

 
 
 
 
 
 
Income (loss) from discontinued operations, net of tax
(172
)
 
 
14

 
 
 
 
 
 
Net income
291

 
 
193

 
 
 
 
 
 
Less: Income attributable to noncontrolling interests
30

 
 
29

 
 
 
 
 
 
Net income attributable to JCI
$
261

 
 
$
164

 
 
 
 
 
 
Income from continuing operations
$
433

 
 
$
150

Income (loss) from discontinued operations
(172
)
 
 
14

Net income attributable to JCI
$
261

 
 
$
164

 
 
 
 
 
 
Diluted earnings per share from continuing operations
$
0.64

 
 
$
0.22

Diluted earnings (loss) per share from discontinued operations
(0.26
)
 
 
0.02

Diluted earnings per share *
$
0.39

 
 
$
0.24

 
 
 
 
 
 
Diluted weighted average shares
672

 
 
689

Shares outstanding at period end
664

 
 
685

 
 
 
 
 
 
* Due to rounding
 
 
 
 









April 23, 2014
Page 6
JOHNSON CONTROLS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share data; unaudited)
 
 
Six Months Ended March 31,
 
 
2014
 
 
2013 (Revised)
 
 
 
 
 
 
Net sales
$
21,037

 
 
$
20,211

Cost of sales
17,915

 
 
17,335

 
Gross profit
3,122

 
 
2,876

 
 
 
 
 
 
Selling, general and administrative expenses
(2,028
)
 
 
(2,047
)
Restructuring and impairment costs

 
 
(84
)
Net financing charges
(111
)
 
 
(126
)
Equity income
185

 
 
231

 
 
 
 
 
 
Income from continuing operations before income taxes
1,168

 
 
850

 
 
 
 
 
 
Income tax provision
221

 
 
299

 
 
 
 
 
 
Net income from continuing operations
947

 
 
551

 
 
 
 
 
 
Income (loss) from discontinued operations, net of tax
(154
)
 
 
30

 
 
 
 
 
 
Net income
793

 
 
581

 
 
 
 
 
 
Less: Income attributable to noncontrolling interests
63

 
 
58

 
 
 
 
 
 
Net income attributable to JCI
$
730

 
 
$
523

 
 
 
 
 
 
Income from continuing operations
$
884

 
 
$
493

Income (loss) from discontinued operations
(154
)
 
 
30

Net income attributable to JCI
$
730

 
 
$
523

 
 
 
 
 
 
Diluted earnings per share from continuing operations
$
1.31

 
 
$
0.72

Diluted earnings (loss) per share from discontinued operations
(0.23
)
 
 
0.04

Diluted earnings per share
$
1.08

 
 
$
0.76

 
 
 
 
 
 
Diluted weighted average shares
677

 
 
688

Shares outstanding at period end
664

 
 
685





April 23, 2014
Page 7
JOHNSON CONTROLS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(in millions; unaudited)
 
 
March 31,
2014
 
September 30,
2013
 
March 31,
2013 (Revised)
ASSETS
 
 
 
 
 
Cash and cash equivalents
$
209

 
$
1,055

 
$
481

Accounts receivable - net
7,028

 
7,206

 
7,317

Inventories
2,516

 
2,325

 
2,449

Assets held for sale
816

 
804

 

Other current assets
2,490

 
2,308

 
2,670

 
Current assets
13,059

 
13,698

 
12,917

 
 
 
 
 
 
 
Property, plant and equipment - net
6,632

 
6,585

 
6,525

Goodwill
6,722

 
6,589

 
7,097

Other intangible assets - net
1,056

 
999

 
1,126

Investments in partially-owned affiliates
1,110

 
1,024

 
1,059

Other noncurrent assets
2,638

 
2,623

 
3,224

 
Total assets
$
31,217

 
$
31,518

 
$
31,948

 
 
 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
 
Short-term debt and current portion of long-term debt
$
1,518

 
$
938

 
$
2,080

Accounts payable and accrued expenses
7,038

 
7,533

 
7,125

Liabilities held for sale
333

 
402

 

Other current liabilities
3,263

 
3,244

 
2,896

 
Current liabilities
12,152

 
12,117

 
12,101

 
 
 
 
 
 
 
Long-term debt
4,733

 
4,560

 
4,590

Other noncurrent liabilities
2,190

 
2,110

 
2,929

Redeemable noncontrolling interests
183

 
157

 
205

Shareholders' equity attributable to JCI
11,686

 
12,314

 
11,889

Noncontrolling interests
273

 
260

 
234

 
Total liabilities and equity
$
31,217

 
$
31,518

 
$
31,948




April 23, 2014
Page 8
JOHNSON CONTROLS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions; unaudited)
 
 
 
 
 
 
Three Months Ended March 31,
 
 
 
 
 
 
2014
 
 
2013 (Revised)
Operating Activities
 
 
 
 
Net income attributable to JCI
$
261

 
 
$
164

Income attributable to noncontrolling interests
30

 
 
29

 
 
 
 
 
 
 
 
 
 
Net income
291

 
 
193

 
 
 
 
 
 
 
 
 
 
Adjustments to reconcile net income to cash provided by operating activities:
 
 
 
 
 
 
Depreciation and amortization
247

 
 
234

 
 
Pension and postretirement benefit expense
7

 
 
3

 
 
Pension and postretirement contributions
(22
)
 
 
(29
)
 
 
Equity in earnings of partially-owned affiliates, net of dividends received
(71
)
 
 
(51
)
 
 
Deferred income taxes
(67
)
 
 
140

 
 
Restructuring and impairment charges

 
 
13

 
 
Fair value adjustment of equity investment

 
 
(82
)
 
 
Other
15

 
 
14

 
 
Changes in assets and liabilities, excluding acquisitions and divestitures:
 
 
 
 
 
 
 
 
Receivables
(338
)
 
 
(295
)
 
 
 
 
Inventories
(66
)
 
 
(91
)
 
 
 
 
Restructuring reserves
(62
)
 
 
35

 
 
 
 
Accounts payable and accrued liabilities
554

 
 
248

 
 
 
 
Change in other assets and liabilities
242

 
 
(115
)
 
 
 
 
 
Cash provided by operating activities
730

 
 
217

 
 
 
 
 
 
 
 
 
 
Investing Activities
 
 
 
 
Capital expenditures
(257
)
 
 
(293
)
Sale of property, plant and equipment
28

 
 
29

Acquisition of businesses, net of cash acquired

 
 
(113
)
Other
7

 
 
47

 
 
 
 
 
Cash used by investing activities
(222
)
 
 
(330
)
 
 
 
 
 
 
 
 
 
 
Financing Activities
 
 
 
 
Increase (decrease) in short and long-term debt - net
(418
)
 
 
241

Stock repurchases

 
 
(50
)
Payment of cash dividends
(146
)
 
 

Proceeds from the exercise of stock options
33

 
 
51

Other
5

 
 
27

 
 
 
 
 
Cash provided (used) by financing activities
(526
)
 
 
269

Effect of exchange rate changes on cash and cash equivalents
(20
)
 
 
11

Cash held for sale
2

 
 

Increase (decrease) in cash and cash equivalents
$
(36
)
 
 
$
167




April 23, 2014
Page 9
JOHNSON CONTROLS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions; unaudited)
 
 
 
 
 
 
Six Months Ended March 31,
 
 
 
 
 
 
2014
 
 
2013 (Revised)
Operating Activities
 
 
 
 
Net income attributable to JCI
$
730

 
 
$
523

Income attributable to noncontrolling interests
63

 
 
58

 
 
 
 
 
 
 
 
 
 
Net income
793

 
 
581

 
 
 
 
 
 
 
 
 
 
Adjustments to reconcile net income to cash provided by operating activities:
 
 
 
 
 
 
Depreciation and amortization
491

 
 
457

 
 
Pension and postretirement benefit expense (income)
16

 
 
(13
)
 
 
Pension and postretirement contributions
(47
)
 
 
(45
)
 
 
Equity in earnings of partially-owned affiliates, net of dividends received
(145
)
 
 
(99
)
 
 
Deferred income taxes
(53
)
 
 
135

 
 
Restructuring and impairment costs

 
 
13

 
 
Fair value adjustment of equity investment
(19
)
 
 
(82
)
 
 
Other
25

 
 
27

 
 
Changes in assets and liabilities, excluding acquisitions and divestitures:
 
 
 
 
 
 
 
 
Receivables
193

 
 
(54
)
 
 
 
 
Inventories
(161
)
 
 
(119
)
 
 
 
 
Restructuring reserves
(124
)
 
 
1

 
 
 
 
Accounts payable and accrued liabilities
(375
)
 
 
82

 
 
 
 
Change in other assets and liabilities
(145
)
 
 
(369
)
 
 
 
 
 
Cash provided by operating activities
449

 
 
515

 
 
 
 
 
 
 
 
 
 
Investing Activities
 
 
 
 
Capital expenditures
(602
)
 
 
(664
)
Sale of property, plant and equipment
49

 
 
46

Acquisition of businesses, net of cash acquired
(128
)
 
 
(113
)
Business divestitures
13

 
 

Other
 
 
15

 
 
36

 
 
 
 
 
Cash used by investing activities
(653
)
 
 
(695
)
 
 
 
 
 
 
 
 
 
 
Financing Activities
 
 
 
 
Increase in short and long-term debt - net
745

 
 
614

Stock repurchases
(1,199
)
 
 
(50
)
Payment of cash dividends
(276
)
 
 
(253
)
Proceeds from the exercise of stock options
117

 
 
85

Other
 
 
9

 
 
28

 
 
 
 
 
Cash provided (used) by financing activities
(604
)
 
 
424

Effect of exchange rate changes on cash and cash equivalents
(39
)
 
 
(28
)
Cash held for sale
1

 
 

Increase (decrease) in cash and cash equivalents
$
(846
)
 
 
$
216





April 23, 2014
Page 10
FOOTNOTES
1. Business Unit Summary

In the second quarter of fiscal 2014, the Company began reporting its Automotive Experience Electronics business as a discontinued operation, which required retrospective application to previously reported financial information. As a result, the segment income amounts shown below are for continuing operations and exclude the Electronics business segment income of $29 million for the fiscal 2013 second quarter and $61 million for fiscal 2013 year-to-date. In addition, the fiscal 2014 segment income reported in the first quarter included $36 million related to the Electronics business which is now excluded below.

In the fourth quarter of fiscal 2013, the Company changed its method of accounting for certain inventory at Power Solutions from LIFO to FIFO, which required retrospective application to prior year financial statements. As a result of this accounting change, the segment income amounts shown below reflect a decrease to cost of sales of $27 million ($0.03) for the fiscal 2013 second quarter and $35 million ($0.03) for fiscal 2013 year-to-date.
(in millions)
Three Months Ended
March 31,
 
Six Months Ended
March 31,
 
2014
 
2013 (Revised)
 
%
 
2014
 
2013 (Revised)
 
%
 
(unaudited)
 
(unaudited)
Net Sales
 
 
 
 
 
 
 
 
 
 
 
Building Efficiency
$
3,276

 
$
3,456

 
-5
 %
 
$
6,657

 
$
6,988

 
-5
 %
Automotive Experience
5,623

 
5,086

 
11
 %
 
11,044

 
9,987

 
11
 %
Power Solutions
1,564

 
1,560

 
0
 %
 
3,336

 
3,236

 
3
 %
               Net Sales
$
10,463

 
$
10,102

 
 
 
$
21,037

 
$
20,211

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Segment Income (1)
 
 
 
 
 
 
 
 
 
 
 
Building Efficiency
$
152

 
$
139

 
9
 %
 
$
298

 
$
309

 
-4
 %
Automotive Experience
241

 
156

(2
)
54
 %
 
438

 
227

(2
)
93
 %
Power Solutions
236

 
248

 
-5
 %
 
543

 
524

 
4
 %
               Segment Income
629

 
543

(2
)
 
 
1,279

 
1,060

(2
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Restructuring costs

 
(84
)
 
 
 

 
(84
)
 
 
Net financing charges
(56
)
 
(66
)
 
 
 
(111
)
 
(126
)
 
 
Income from continuing operations before income taxes
$
573

 
$
393

 
 
 
$
1,168

 
$
850

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Sales
 
 
 
 
 
 
 
 
 
 
 
Products and systems
$
8,558

 
$
8,079

 
6
 %
 
$
17,163

 
$
16,123

 
6
 %
Services
1,905

 
2,023

 
-6
 %
 
3,874

 
4,088

 
-5
 %
 
$
10,463

 
$
10,102

 
 
 
$
21,037

 
$
20,211

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cost of Sales
 
 
 
 
 
 
 
 
 
 
 
Products and systems
$
7,406

 
$
6,983

 
6
 %
 
$
14,783

 
$
13,957

 
6
 %
Services
1,511

 
1,679

 
-10
 %
 
3,132

 
3,378

 
-7
 %
 
$
8,917

 
$
8,662

 
 
 
$
17,915

 
$
17,335

 
 

(1) Management evaluates the performance of the business units based primarily on segment income, which represents income from continuing operations before income taxes and noncontrolling interests, excluding net financing charges, significant restructuring and impairment costs, and the net mark-to-market adjustments related to pension and postretirement plans.

Building Efficiency - 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 for the residential and non-residential building markets.

Automotive Experience - Designs and manufactures interior systems and products for passenger cars and light trucks, including vans, pick-up trucks and sport/crossover utility vehicles.

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.

(2) The fiscal 2013 second quarter reported segment income numbers includes an $82 million non-recurring equity interest gain in Automotive Experience.

2. Earnings per Share Reconciliation

A reconciliation of earnings per share, as reported, to earnings per share, excluding non-recurring/unusual items, for the fiscal 2013 second quarter is shown below:
 
Net Income Attributable to JCI
 
Net Income Attributable to JCI from Continuing Operations
 
Three Months Ended
March 31,
 
Three Months Ended
March 31,
 
2014
 
2013 (Revised)
 
2014
 
2013 (Revised)
 
(unaudited)
 
(unaudited)
 
 
 
 
 
 
 
 
Earnings per share, as reported
$
0.39

 
$
0.24

 
$
0.64

 
$
0.22

 
 
 
 
 
 
 
 
Non-recurring/unusual items:
 
 
 
 
 
 
 
   Non-cash tax charge related to the repatriation of foreign cash associated with the Electronics divestiture
0.27

 

 

 

   Equity affiliate acquisition gain

 
(0.07
)
 

 
(0.07
)
   Restructuring and impairment costs

 
0.11

 

 
0.11

   Tax valuation allowances and tax reserves

 
0.16

 

 
0.16

 
 
 
 
 
 
 
 
Earnings per share, excluding non-recurring/unusual items
$
0.66

 
$
0.44

 
$
0.64

 
$
0.42





April 23, 2014
Page 11

3. Income Taxes

The Company's total effective tax rate before consideration of non-cash tax charges, restructuring and impairment costs, and other non-recurring items for the second quarter of fiscal 2014 and fiscal 2013 is 20 percent. The fiscal 2014 second quarter includes a non-cash tax charge of $180 million ($0.27) related to the repatriation of foreign cash associated with the Electronics divestiture. The fiscal 2013 second quarter includes $111 million ($0.16) of non-cash tax charges related primarily to valuation allowances in Germany and Brazil.

4. Equity Affiliate Acquisition Gain

The fiscal 2013 second quarter included an equity interest gain of $82 million related to an automotive joint venture.

5. Restructuring

The fiscal 2013 second quarter included restructuring and impairment costs of $84 million related primarily to Automotive Interiors Europe and South America.

6. Sale of Automotive Electronics

The Company has signed a definitive agreement to sell its Automotive Experience Electronics business to Visteon Corporation for $265 million. At March 31, 2014, the Company determined that the Electronics business met the criteria to be classified as a discontinued operation and the condensed consolidated financial statements have been revised for all periods presented. The Electronics business is included within assets held for sale and liabilities held for sale in the accompanying condensed consolidated statements of financial position as of March 31, 2014 and September 30, 2013.

7. Earnings Per Share

The following table reconciles the numerators and denominators used to calculate basic and diluted earning per share (in millions):
 
Three Months Ended
March 31,
 
Six Months Ended
June 30,
 
2014
 
2013 (Revised)
 
2014
 
2013 (Revised)
 
(unaudited)
 
(unaudited)
Income Available to Common Shareholders
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic and diluted income available to common shareholders
$
261

 
$
164

 
$
730

 
$
523

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted Average Shares Outstanding
 
 
 
 
 
 
 
Basic weighted average shares outstanding
663.8

 
684.0

 
669.0

 
683.6

Effect of dilutive securities:
 
 
 
 
 
 
 
     Stock options and unvested restricted stock
8.0

 
5.4

 
8.0

 
4.4

Diluted weighted average shares outstanding
671.8

 
689.4

 
677.0

 
688.0