Corporate Q&A:
Johnson Controls

When Johnson Controls decided to spin off its automotive seating and interiors business into a new publicly traded company, corporate treasury was in charge of setting up the new entity’s treasury, which would operate in four locations worldwide. Treasury had to implement systems and applications, liquidity structures, credit facilities, ISDA agreements, EMIR reporting, policies as well as select all the staff. A tight eight month deadline was agreed. At the same time treasury had to continue managing the $38 billion global company´s daily operations. If this was not enough, during that same period, Johnson Controls was merging with Tyco.


One of the guiding principles was “clone and go”. Did that prove possible?

"Yes it did. However, cloning requires some preparation; it is not just a matter of copy & paste. We had to make sure we had the processes and the applications ready to clone. For example we specified that statements of work, unit testing and UAT testing scripts had to be validated and ready from day one.; The cloning exercise was made even more difficult by the fact that it was not just a matter of replicating JCI’s environment in Adient, the spin-off. One key application had to be cloned the other way around. When it came to SWIFT connectivity, we had to take on-board all new and existing bank accounts (+1200) on the new Adient BIC code."


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What was the most critical and challenging element of the project?

"There was no one greatest challenge. We executed the project block by block and if one failed, the entire project was at risk. However, a spin-off and a merger is not something you do every day. The challenge was operating in uncharted territory. Finally, as we were the first department to go live with a cloned solution, all eyes were on us, especially from the IT organization. Any delays, even small ones, raised the alarm bells and had to be explained. We learnt that you have to report progress in an accurate but intelligent way. By this I mean, not creating too many red flags or you end up spending more time giving explanations than working on the project itself. Last but not least, we had the challenge of delivering in less than nine months."


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While you were working on the spin off you were simultaneously going through the merger with Tyco, how did you cope with that and your normal daily operations at the same time?

"To cope with the workload you need to have the right processes in place, the right applications (and by that I mean a digital treasury), the right mind-set and last but not least, the right resources. Additionally, you have to make sure that everybody understands the complexity of the operation and how critical it is to deliver according to an agreed deadline. Personally, I am not afraid of complex and diversified challenges even if at first glance they might seem impossible to accomplish. It is like building a house –you need a plan and solid foundations. If you follow the plan, step by step, whatever happens, your chances of success are high."


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Did you have any Transition Services Agreements to guarantee business continuity? If not, why not and how did you ensure a smooth transition?

"We did not put any TSAs in place. We ensured a smooth transition by cloning our processes and applications from day one. We ensured that the new treasury centers were the right size and had the knowledge to carry out the operations smoothly. We worked in a true partnership with our consulting partners (PWC, Zanders and O2 Finance) and the top management of our system providers (FIS Global – Formerly known as SunGard)."


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What were the main human challenges?

"Apart from the fact that everybody was extremely busy and that in some cases we had to deal with human resources issues individually, one of the main challenges was to manage job uncertainty Not everybody moving to Adient was keen to do so. They faced the uncertainty of working for a new company, with new ratings and having to leave the comfort zone of their jobs at Johnson Controls.

However, once JCI announced the merger with Tyco, the uncertainty moved to JCI. As a result, we suddenly had to create a new treasury structure out of two existing departments. It was clear from the onset that there would not be a place for everybody.

The rest was like any other project; you have to manage the roles and responsibilities, the deliveries and to plan holidays accordingly. You cannot manage such a big project without taking into consideration the fact that key users need some free time to relax. However, empowering the new ‘Adient’ treasury members as super users and moving them out of their daily operational tasks, helped them become fully independent as-of day one of the split."


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What was the biggest technology headache?

"To give you a sense of the scale of the undertaking in terms of technology, the following involved negotiating, reviewing and signing new contracts:

  1. Creating a new private cloud for Adient from scratch with FIS Global
  2. Creating a new BIC Code then performing the associated onboarding exercise with all our banking partners
  3. Upgrading JCI's TMS (Quantum) since our version was no longer supported
  4. Cloning the payment factory (Trax), setting up + penny testing all accounts (individual and bulk payments) starting from a blank database
  5. Cloning Quantum + setting up static data
  6. (vi) Replicating an in-house, sophisticated reporting and dashboard solution, including a data conversion exercise.

We deployed Trax and the reporting/dashboard solutions in waves, by country, following the legal entity separation timeline decided by Tax.

In terms of Quantum, the idea was to upgrade JCI first. However, when a certain block or module was fully checked, approved and signed-off for JCI, we implemented the same for Adient. As a consequence, both applications ran on the same version. We stuck to this strategy even when the software provider (due to a bug or for whatever reason) pushed for non-synched versions.

Using that methodology, we were successful in delivering within the agreed eight to nine months:
 (i) An upgrade of a complex TMS
 (ii) The implementation of new infrastructure
 (iii) The cloning of three key applications
 (iv) A fully independent and trained new treasury department.

This is to say nothing of the fact that all our partners or potential partners wanted the project delivered in 18 months!"


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Mario will be presenting the full case study in Barcelona on Wednesday 4th October in Stream 4: A day in the life of best practice treasuries, at 5pm. Check out the full programme.



Mario del Natale

Johnson Controls


 

Mario Del Natale is Directory Treasury Operations, Systems and Applications at Johnson Controls International plc., a global diversified technology and multi industrial leader with 130.000 employees operating in more than 150 countries. Mario joined Johnson Controls in 1997. He is based in Brussels where is responsible globally for Treasury Operations and Treasury Applications and processes. As well, Mario provides strategic recommendations on global Treasury IT applications to the VP Corporate Treasurer and to the Treasury's leadership team. Before joining Johnson Controls, Mario worked for several years in IT solution deliveries at GE Capital and Corporate Sciences Corporation.