JCI 10-K Annual Report Sept. 30, 2018 | Alphaminr
Johnson Controls International plc
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JCI 10-K Fiscal year ended Sept. 30, 2018

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JOHNSON CONTROLS INTERNATIONAL PLC
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TABLE OF CONTENTS
Part IItem 1 BusinessItem 1A Risk FactorsItem 1B Unresolved Staff CommentsItem 2 PropertiesItem 3 Legal ProceedingsItem 4 Mine Safety DisclosuresPart IIItem 5 Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6 Selected Financial DataItem 7 Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A Quantitative and Qualitative Disclosures About Market RiskItem 8 Financial Statements and Supplementary DataItem 9 Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A Controls and ProceduresItem 9B Other InformationPart IIIItem 10 Directors, Executive Officers and Corporate GovernanceItem 11 Executive CompensationItem 12 Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13 Certain Relationships and Related Transactions, and Director IndependenceItem 14 Principal Accounting Fees and ServicesPart IVItem 15 Exhibits, Financial Statement SchedulesItem 16 Form 10-k Summary

Exhibits

2.1 Separation and Distribution Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient Limited (incorporated by reference to Exhibit 2.1 to the registrants Current Report on Form 8-K filed September 9, 2016) 2.2 Agreement and Plan of Merger by and among Johnson Controls, Inc., Johnson Controls International plc (formerly Tyco International plc) and Jagara Merger Sub LLC, dated as of January 24, 2016 (incorporated by reference to Exhibit 2.1 to the registrants Current Report on Form 8-K filed January 27, 2016) 2.3 Merger Agreement, dated as of May30, 2014, between Tyco InternationalLtd., and Johnson Controls International plc (formerly Tyco International plc) (incorporated by reference to Exhibit2.1 to the registrants Current Report on Form8-K filed on June 4, 2014) 3.1 Memorandum and Articles of Association of Johnson Controls International plc, as amended by special resolutions dated September 8, 2014, August 17, 2016 and March 7, 2018 (incorporated by reference to Exhibit 3.1 to the registrants Quarterly Report on Form 10-Q filed on May 3, 2018) 4.1 Assumption and Accession Agreement, dated as of November 17, 2014, by Johnson Controls International plc (formerly Tyco International plc) (incorporated by reference to Exhibit 4.1 to the registrants current report on Form 8-K filed on November 17, 2014) 4.2 Indenture, dated December28, 2016, between Johnson Controls International plc and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the registrants current report on Form 8-K filed on December 28, 2016) 4.3 First Supplemental Indenture, dated December28, 2016, between Johnson Controls International plc, and U.S. Bank National Association, as trustee, and Elavon Financial Services DAC, UK Branch, as paying agent for the New Euro Notes attaching forms of 2.355% Senior Notes due 2017 (retired; no longer outstanding), 7.125% Senior Notes due 2017 (retired; no longer outstanding), 1.400% Senior Notes due 2017 (retired, no longer outstanding as of November 2, 2017), 3.750% Notes due 2018 (retired; no longer outstanding), 5.000% Senior Notes due 2020, 4.25% Senior Notes due 2021, 3.750% Senior Notes due 2021, 3.625% Senior Notes due 2024, 6.000% Notes due 2036, 5.70% Senior Notes due 2041, 5.250% Senior Notes due 2041, 4.625% Senior Notes due 2044, 6.950% Debentures due December 1, 2045, 4.950% Senior Notes due 2064, 4.625% Notes due 2023, 1.375% Notes due 2025, 3.900% Notes due 2026, and 5.125% Notes due 2045 (incorporated by reference to Exhibit 4.2 to the registrants current report on Form 8-K filed on December 28, 2016) 4.4 Second Supplemental Indenture, dated February 7, 2017, between Johnson Controls International plc and U.S. Bank National Association, as trustee, attaching form of 4.500% Senior Notes due 2047 (incorporated by reference to Exhibit 4.2 to the registrants Current Report on Form 8-K filed on February 7, 2017) 4.5 Third Supplemental Indenture, dated March 15, 2017, among Johnson Controls International plc, U.S. Bank National Association, as trustee and Elavon Financial Services DAC, UK Branch, as paying agent, attaching form of 1.000% Senior Notes due 2023 (incorporated by reference to Exhibit 4.2 to the registrants Current Report on Form 8-K filed on March15, 2017) 4.6 Fourth Supplemental Indenture, dated December4, 2017, among Johnson Controls International plc, U.S. Bank National Association, as trustee and Elavon Financial Services DAC, UK Branch, as paying agent (attaching form of 0.000% Senior Notes due 2020) (incorporated by reference to Exhibit4.2 to the registrants Current Report on Form8-K filed on December 4, 2017). 10.1 Term Loan Credit Agreement, dated as of March 10, 2016, among Tyco International Holding S. r.l., each of the initial lenders named therein, Citibank, N.A., as administrative agent, Citigroup Global Markets Inc., Merrill, Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and JPMorgan Chase Bank N.A. as joint lead arrangers and joint bookrunners (incorporated by reference to Exhibit 10.1 to the registrants Current Report on Form 8-K filed March 16, 2016) 10.2 Letter Amendment No. 1 dated as of September 1, 2016 to the Term Loan Credit Agreement, dated as of March 10, 2016, among Tyco International Holding S. r.l., each of the initial lenders named therein, Citibank, N.A., as administrative agent, Citigroup Global Markets Inc., Merrill, Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and JPMorgan Chase Bank N.A. as joint lead arrangers and joint bookrunners (incorporated by reference to Exhibit 10.2 to the registrants Annual Report on Form 10-K for the fiscal year ended September 30, 2017 filed on November 21, 2017) 10.3 Letter Amendment No. 2 dated as of August 10, 2017 to the Term Loan Credit Agreement, dated as of March 10, 2016, among Tyco International Holding S. r.l., each of the initial lenders named therein, Citibank, N.A., as administrative agent, Citigroup Global Markets Inc., Merrill, Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC and JPMorgan Chase Bank N.A. as joint lead arrangers and joint bookrunners (incorporated by reference to Exhibit 10.3 to the registrants Annual Report on Form 10-K for the fiscal year ended September 30, 2017 filed on November 21, 2017) 10.4 Multi-Year Senior Unsecured Credit Agreement, dated as of March 10, 2016, among Tyco International Holding S. r.l., each of the initial lenders named therein, Citibank, N.A., as administrative agent, and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank plc, Wells Fargo Securities, LLC and JPMorgan Chase Bank, N.A. as joint lead arrangers and joint bookrunners (incorporated by reference to Exhibit 10.2 to the registrants Current Report on Form 8-K filed March 16, 2016) 10.5 Letter Amendment No. 1 dated as of September 1, 2016 to the Multi-Year Senior Unsecured Credit Agreement, dated as of March 10, 2016, among Tyco International Holding S. r.l., each of the initial lenders named therein, Citibank, N.A., as administrative agent, and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank plc, Wells Fargo Securities, LLC and JPMorgan Chase Bank, N.A. as joint lead arrangers and joint bookrunners (incorporated by reference to Exhibit 10.5 to the registrants Annual Report on Form 10-K for the fiscal year ended September 30, 2017 filed on November 21, 2017) 10.6 Letter Amendment No. 2 dated as of August 10, 2017 to the Multi-Year Senior Unsecured Credit Agreement, dated as of March 10, 2016, among Tyco International Holding S. r.l., each of the initial lenders named therein, Citibank, N.A., as administrative agent, and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank plc, Wells Fargo Securities, LLC and JPMorgan Chase Bank, N.A. as joint lead arrangers and joint bookrunners (incorporated by reference to Exhibit 10.6 to the registrants Annual Report on Form 10-K for the fiscal year ended September 30, 2017 filed on November 21, 2017) 10.7 Consent to Commitment Increase dated March 23, 2018, with respect to the Multi-Year Senior Unsecured Credit Agreement dated as of March 10, 2016 (as amended or modified from time to time) among Tyco International Holding S. r.l., the lenders party thereto and Citibank, N.A., as administrative agent for the lenders (incorporated by reference to Exhibit10.1 to the registrants Quarterly Report on Form 10-Q filed on May 3, 2018) 10.8 Credit Agreement, dated as of March 10, 2016, among Johnson Controls, Inc., the financial institutions parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 4.2 to Johnson Controls, Inc.s Current Report on Form 8-K filed March 16, 2016) (Commission File No. 1-5097) 10.9 Amendment No. 1 dated as of November 1, 2016 to the Credit Agreement, dated as of March 10, 2016, among Johnson Controls, Inc., Johnson Controls International plc, Tyco Fire & Security Finance S.C.A. and Tyco International Finance S.A., the financial parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.8 to the registrants Annual Report on Form 10-K for the fiscal year ended September 30, 2017 filed on November 21, 2017) 10.10 Transition Services Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient Limited (incorporated by reference to Exhibit 10.1 to the registrants Current Report on Form 8-K filed on September 9, 2016) 10.11 Tax Matters Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient Limited (incorporated by reference to Exhibit 10.2 to the registrants Current Report on Form 8-K filed on September 9, 2016) 10.12 Employee Matters Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient Limited (incorporated by reference to Exhibit 10.3 to the registrants Current Report on Form 8-K filed on September 9, 2016) 10.13 Transitional Trademark License Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient Limited (incorporated by reference to Exhibit 10.4 to the registrants Current Report on Form 8-K filed on September 9, 2016) 10.14 Tax Sharing Agreement, dated September28, 2012 by and among PentairLtd., Johnson Controls International plc (formerly Tyco InternationalLtd.), Tyco International FinanceS.A. and The ADT Corporation (incorporated by reference to Exhibit10.1 to the registrants Current Report on Form8-K filed on October1, 2012) (Commission File No. 1-13836) 10.15 Non-Income Tax Sharing Agreement dated September28, 2012 by and among Johnson Controls International plc (formerly Tyco InternationalLtd.), Tyco International FinanceS.A. and The ADT Corporation (incorporated by reference to Exhibit10.2 to the registrants Current Report on Form8-K filed on October1, 2012) (Commission File No. 1-13836) 10.16 Trademark Agreement, dated as of September25, 2012, by and among ADT ServicesGmbH, ADT US Holdings,Inc., Johnson Controls International plc (formerly Tyco InternationalLtd.) and The ADT Corporation (incorporated by reference to Exhibit10.3 to the registrants Current Report on Form8-K filed on October1, 2012) (Commission File No. 1-13836) 10.17 Form of Deed of Indemnification between Johnson Controls International plc (formerly Tyco International plc) and certain of its directors and officers (incorporated by reference to Exhibit 10.4 to the registrants Current Report on Form 8-K filed on September 6, 2016) 10.18 Form of Indemnification Agreement between Tyco Fire & Security (US) Management, Inc. and certain directors and officers of Johnson Controls International plc (incorporated by reference to Exhibit 10.5 to the registrants Current Report on Form 8-K filed on September 6, 2016) 10.19 Tyco International plc 2004 Share and Incentive Plan (incorporated by reference to Exhibit 10.3 to the registrants Current Report on Form 8-K filed on November 17, 2014) (Commission File No. 1-13836)** 10.20 Johnson Controls International plc 2012 Share and Incentive Plan, amended and restated as of March8, 2017 (incorporated by reference to Exhibit 10.2 to the registrants Quarterly Report on Form 10-Q filed on May 4, 2017)** 10.21 Johnson Controls International plc 2007 Stock Option Plan (incorporated by reference to Exhibit 10.7 to the registrants Current Report on Form 8-K filed on September 6, 2016)** 10.22 Johnson Controls International plc 2012 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 to the registrants Current Report on Form 8-K filed on September 6, 2016)** 10.23 Johnson Controls International plc Severance and Change in Control Policy for Officers, Amended and Restated December 7, 2017 (Incorporated by reference to Exhibit10.2 to the registrants Current Report on Form8-K filed on December 11, 2017)** 10.24 Johnson Controls International plc Executive Deferred Compensation Plan, as amended and restated effective January 1, 2018 (incorporated by reference to Exhibit 10.3 to the registrants Quarterly Report on Form 10-Q filed on May 3, 2018)** 10.25 Johnson Controls International plc Senior Executive Deferred Compensation Plan effective as of January 1, 2018 (incorporated by reference to Exhibit 10.4 to the registrants Current Report on Form 8-K filed on September 19, 2017)** 10.26 Johnson Controls International plc Retirement Restoration Plan, as amended and restated effective January 1, 2018 (incorporated by reference to Exhibit 10.4 to the registrants Quarterly Report on Form 10-Q filed on May 3, 2018)** 10.27 Tyco Supplemental Savings and Retirement Plan as amended and restated effective January 1, 2018 (incorporated by reference to Exhibit 10.4 to the registrants Current Report on Form 8-K filed on September 19, 2017)** 10.28 Johnson Controls International plc Executive Compensation Incentive Recoupment Policy effective September 2, 2016 (incorporated by reference to Exhibit 10.24 to the registrants Annual Report on Form 10-K for the fiscal year ended September 30, 2016 filed on November 23, 2016)** 10.29 Amended and Restated Executive Employment Agreement, dated as of January 24, 2016, by and between Johnson Controls, Inc. and Alex A. Molinaroli (incorporated by reference to Exhibit 10.1 to Johnson Controls, Inc.s Current Report on Form 8-K filed on January 27, 2016) (Commission File No. 1-5097)** 10.30 Amended and Restated Change of Control Executive Employment Agreement, dated as of January 24, 2016, by and between Johnson Controls, Inc. and Alex A. Molinaroli (incorporated by reference to Exhibit 10.2 to Johnson Controls, Inc.s Current Report on Form 8-K filed on January 27, 2016) (Commission File No. 1-5097)** 10.31 Amendment to the Amended and Restated Change of Control Executive Employment Agreement, dated as of April 1, 2016, by and between Johnson Controls, Inc. and Alex Molinaroli (incorporated by reference to Exhibit 10.3 to Johnson Controls, Inc.s Quarterly Report on Form 10-Q filed on April 29, 2016) (Commission File No. 1-5097)** 10.32 Form of employment agreement, including form of change in control agreement, between Johnson Controls, Inc. and Messrs. Jackson, Walicki and Williams, as amended and restated July 28, 2010 (incorporated by reference to Exhibit 10.Y to Johnson Controls, Inc.s Quarterly Report on Form 10-Q filed on August 3, 2010) (Commission File No. 1-5097)** 10.33 Form of letter agreement amending certain provisions of the employment agreement between Johnson Controls, Inc. and Messrs. Jackson, Walicki and Williams (incorporated by reference to Exhibit 10.32 to the registrants Annual Report on Form 10-K for the fiscal year ended September 30, 2016 filed on November 23, 2016)** 10.34 Letter Agreement between Johnson Controls International plc and George R. Oliver dated December 8, 2017 (Incorporated by reference to Exhibit10.1 to the registrants Current Report on Form8-K filed on December 11, 2017).** 10.35 Form of terms and conditions for Option / SAR Awards, Restricted Stock / Unit Awards, Performance Share Awards under the Johnson Controls International plc 2012 Share and Incentive Plan for fiscal 2018 (incorporated by reference to Exhibit 10.3 to the registrants Quarterly Report on Form 10-Q filed on February 2, 2018)** 10.36 Form of terms and conditions for Option / SAR Awards, and Restricted Stock / Unit Awards, under the Johnson Controls International plc 2012 Share and Incentive Plan for fiscal 2018 applicable to Messrs. Oliver and Stief (incorporated by reference to Exhibit 10.4 to the registrants Quarterly Report on Form 10-Q filed on February 2, 2018)** 10.37 Form of terms and conditions for Option / SAR Awards, Restricted Stock / Unit Awards, Performance Share Awards under the Johnson Controls International plc 2012 Share and Incentive Plan for periods commencing on September 2, 2016 (incorporated by reference to Exhibit 10.33 to the registrants Annual Report on Form 10-K for the fiscal year ended September 30, 2016 filed on November 23, 2016)** 10.38 Form of terms and conditions for Option / SAR Awards, and Restricted Stock / Unit Awards, under the Johnson Controls International plc 2012 Share and Incentive Plan for periods commencing on September 2, 2016 applicable to Messrs. Molinaroli, Oliver and Stief (incorporated by reference to Exhibit 10.1 to registrants Quarterly Report on Form 10-Q filed on February 8, 2017)** 10.39 Terms of Unit Award under the Johnson Controls International plc 2012 Share and Incentive Plan for BrianJ. Stiefdated September 14, 2017 (incorporated by reference to Exhibit 10.1 to the registrants Current Report on Form 8-K filed on September 15, 2017)** 10.40 Terms of PSU Award under the Johnson Controls International plc 2012 Share and Incentive Plan for BrianJ. Stiefdated September 14, 2017 (incorporated by reference to Exhibit 10.2 to the registrants Current Report on Form 8-K filed on September 15, 2017)** 10.41 Terms of RSU Award under the Johnson Controls International plc 2012 Share and Incentive Plan for BrianJ. Stief dated September 14, 2017 (incorporated by reference to Exhibit 10.3 to the registrants Current Report on Form 8-K filed on September 15, 2017)** 10.42 Letter Agreement dated as of September 14, 2017 between Johnson Controls International plc and Brian J. Stief (incorporated by reference to Exhibit 10.4 to the registrants Current Report on Form 8-K filed on September 15, 2017)** 10.43 Form of terms and conditions for Option Awards, Restricted Unit Awards, Performance Share Awards under the 2012 Share and Incentive Plan for fiscal 2016 (incorporated by reference to Exhibit 10.2 to the registrants Current Report on Form 8-K filed on October 13, 2015)** 10.44 Form of terms and conditions for Option Awards, Restricted Unit Awards, Performance Share Awards under the 2012 Stock and Incentive Plan for fiscal 2015 (incorporated by reference to Exhibit 10.9 to the registrants Annual Report on Form 10-K for the fiscal year ended September 26, 2014 filed on November 14, 2014) (Commission File No. 1-13836)** 10.45 Form of terms and conditions for Option Awards, Restricted Unit Awards, Performance Share Awards under the 2012 Stock and Incentive Plan for fiscal 2014 (incorporated by reference to Exhibit 10.9 to the registrants Annual Report on Form 10-K filed on for the year ended September 27, 2013 filed on November 14, 2013) (Commission File No. 1-13836)** 10.46 Form of terms and conditions for Restricted Stock Unit Awards for Directors under the 2012 Stock and Incentive Plan (incorporated by reference to Exhibit10.13 to the registrants Annual Report on Form10-K for the year ended September 28, 2012 filed on November 16, 2012) (Commission File No. 1-13836)** 10.47 Form of terms and conditions for Restricted Stock Units for Directors under the Johnson Controls International plc 2012 Share and Incentive Plan for use beginning in 2018 (incorporated by reference to Exhibit 10.2 to the registrants Quarterly Report on Form 10-Q filed on May 3, 2018)** 10.48 Form of stock option or stock appreciation right award agreement for Johnson Controls, Inc. 2007 Stock Option Plan effective September 20, 2011 (incorporated by reference to Exhibit 10.V to Johnson Controls, Inc.s Annual Report on Form 10-K for the year ended September 30, 2011 filed on November 22, 2011) (Commission File No. 1-5097)** 10.49 Johnson Controls, Inc. 2012 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1(a) to Johnson Controls, Inc.'s Current Report on Form 8-K filed January 28, 2013) (Commission File No. 1-5097)** 10.53 Form of performance share unit agreement for Johnson Controls, Inc. 2012 Omnibus Incentive Plan for recipients who have not announced an intention to retire (incorporated by reference to Exhibit 10.1(a) to Johnson Controls, Inc.'s Current Report on Form 8-K filed November 21, 2013) (Commission File No. 1-5097)** 10.54 Form of performance share unit agreement for Johnson Controls, Inc. 2012 Omnibus Incentive Plan for recipients who have announced an intention to retire (incorporated by reference to Exhibit 10.1(d) to Johnson Controls, Inc.'s Current Report on Form 8-K filed November 21, 2013) (Commission File No. 1-5097)** 10.55 Form of restricted stock/restricted stock unit agreement for Johnson Controls, Inc. 2012 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1(b) to Johnson Controls, Inc.'s Current Report on Form 8-K filed November 21, 2013) (Commission File No. 1-5097)** 10.56 Form of restricted stock/restricted stock unit agreement for Johnson Controls, Inc. 2012 Omnibus Incentive Plan reflecting pro rata vesting on retirement, filed herewith (incorporated by reference to Exhibit 10.BB to Johnson Controls, Inc.s Annual Report on Form 10-K for the year ended September 30, 2015 filed on November 18, 2015) (Commission File No. 1-5097)** 10.57 Form of option/stock appreciation right agreement for Johnson Controls, Inc. 2012 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1(c) to Johnson Controls, Inc.'s Current Report on Form 8-K filed November 21, 2013) (Commission File No. 1-5097)** 10.58 Global Assignment Letter between the Company and Jeff M. Williams dated January 30, 2017 (filed herewith)** 18 Preferability Letter on Change in Accounting Principle (filed herewith) 21.1 Subsidiaries of Johnson Controls International plc (filed herewith) 23.1 Consent of Independent Public Accounting Firm (filed herewith) 31.1 Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 (filed herewith) 31.2 Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 (filed herewith) 32.1 Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to Section906 of the Sarbanes-Oxley Act of 2002 (filed herewith)