JCI 10-K Annual Report Sept. 30, 2019 | Alphaminr
Johnson Controls International plc

JCI 10-K Fiscal year ended Sept. 30, 2019

JOHNSON CONTROLS INTERNATIONAL PLC
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TABLE OF CONTENTS
Part IItem 1businessItem 1arisk FactorsItem 1bunresolved Staff CommentsItem 2propertiesItem 3legal ProceedingsItem 4mine Safety DisclosuresPart IIItem 5market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6selected Financial DataItem 7management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7aquantitative and Qualitative Disclosures About Market RiskItem 8financial Statements and Supplementary DataItem 9changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9acontrols and ProceduresItem 9bother InformationPart IIIItem 10directors, Executive Officers and Corporate GovernanceItem 11executive CompensationItem 12security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13certain Relationships and Related Transactions, and Director IndependenceItem 14principal Accounting Fees and ServicesPart IVItem 15exhibits, Financial Statement SchedulesItem 16form 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 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) 10.2 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) 10.3 Stock and Asset Purchase Agreement, dated as of November 13, 2018, by and between Johnson Controls International plc and BCP Acquisitions LLC (incorporated by reference to Exhibit 2.1 to the Companys Current Report filed November 13, 2018). 10.4 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) 10.5 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) 10.6 Tax Sharing Agreement, dated September 28, 2012 by and among Pentair Ltd., Johnson Controls International plc (formerly Tyco International Ltd.), Tyco International Finance S.A. and The ADT Corporation (incorporated by reference to Exhibit 10.1 to the registrants Current Report on Form 8-K filed on October 1, 2012) (Commission File No. 1-13836) 10.7 Non-Income Tax Sharing Agreement dated September 28, 2012 by and among Johnson Controls International plc (formerly Tyco International Ltd.), Tyco International Finance S.A. and The ADT Corporation (incorporated by reference to Exhibit 10.2 to the registrants Current Report on Form 8-K filed on October 1, 2012) (Commission File No. 1-13836) 10.8 Trademark Agreement, dated as of September 25, 2012, by and among ADT Services GmbH, ADT US Holdings, Inc., Johnson Controls International plc (formerly Tyco International Ltd.) and The ADT Corporation (incorporated by reference to Exhibit 10.3 to the registrants Current Report on Form 8-K filed on October 1, 2012) (Commission File No. 1-13836) 10.9 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) 10.10 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) 10.11 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)** 10.12 Johnson Controls International plc 2012 Share and Incentive Plan, amended and restated as of March 8, 2017 (incorporated by reference to Exhibit 10.2 to the registrants Quarterly Report on Form 10-Q filed on May 4, 2017)** 10.13 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)** 10.14 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)** 10.15 Johnson Controls International plc Severance and Change in Control Policy for Officers, Amended and Restated December 7, 2017 (Incorporated by reference to Exhibit 10.2 to the registrants Current Report on Form 8-K filed on December 11, 2017)** 10.16 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)** 10.17 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)** 10.18 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)** 10.19 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)** 10.20 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)** 10.21 Letter Agreement between Johnson Controls International plc and George R. Oliver dated December 8, 2017 (Incorporated by reference to Exhibit 10.1 to the registrants Current Report on Form 8-K filed on December 11, 2017).** 10.22 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 December 6, 2018 (incorporated by reference to Exhibit 10.2 to the registrants Quarterly Report on Form 10-Q filed February 1, 2019)** 10.23 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 commencing December 6, 2018 applicable to Mr. Stief (incorporated by reference to Exhibit 10.3 to the registrants Quarterly Report on Form 10-Q filed February 1, 2019)** 10.24 Form of Option/SAR Award for Executive Officers (filed herewith)** 10.25 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)** 10.26 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)** 10.27 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)** 10.28 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)** 10.29 Terms of Unit Award under the Johnson Controls International plc 2012 Share and Incentive Plan for Brian J. Stief dated September 14, 2017 (incorporated by reference to Exhibit 10.1 to the registrants Current Report on Form 8-K filed on September 15, 2017)** 10.30 Terms of PSU Award under the Johnson Controls International plc 2012 Share and Incentive Plan for Brian J. Stief dated September 14, 2017 (incorporated by reference to Exhibit 10.2 to the registrants Current Report on Form 8-K filed on September 15, 2017)** 10.31 Terms of RSU Award under the Johnson Controls International plc 2012 Share and Incentive Plan for Brian J. 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)** 10.32 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)** 10.33 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)** 10.34 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)** 10.35 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)** 10.36 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)** 10.37 Form of terms and conditions for Restricted Stock Units for Directors under the Johnson Controls International plc 2012 Share and Incentive Plan for use in 2019 (incorporated by reference to Exhibit 10.2 to the registrants Quarterly Report on Form 10-Q filed on May 3, 2019)** 10.38 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)** 10.39 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)** 10.40 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)** 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)