Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 1.04M
2: EX-10.1 Material Contract HTML 339K
3: EX-10.2 Material Contract HTML 56K
4: EX-31.1 Certification -- §302 - SOA'02 HTML 31K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 31K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 28K
12: R1 Document and Entity Information Document and HTML 124K
Entity Information
13: R2 Consolidated Statements of Financial Position HTML 169K
14: R3 Consolidated Statements of Income HTML 148K
15: R4 Consolidated Statements of Comprehensive Income HTML 77K
(Loss)
16: R5 Consolidated Statements of Cash Flows HTML 133K
17: R6 Consolidated Statements of Shareholders' Equity HTML 82K
18: R7 Basis of Presentation HTML 36K
19: R8 New Accounting Standards HTML 40K
20: R9 Acquisitions and Divestitures HTML 31K
21: R10 Discontinued Operations (Notes) HTML 36K
22: R11 Revenue Recognition (Notes) HTML 82K
23: R12 Receivables, Loans, Notes Receivable, and Others HTML 44K
(Notes)
24: R13 Inventories HTML 34K
25: R14 Goodwill and Other Intangible Assets (Notes) HTML 73K
26: R15 Leases (Notes) HTML 40K
27: R16 Debt and Financing Arrangements HTML 42K
28: R17 Derivative Instruments and Hedging Activities HTML 108K
29: R18 Fair Value Measurements HTML 102K
30: R19 Stock-Based Compensation (Notes) HTML 55K
31: R20 Earnings Per Share HTML 43K
32: R21 Equity and Noncontrolling Interests HTML 54K
33: R22 Pension and Postretirement Plans HTML 58K
34: R23 Significant Restructuring Costs HTML 51K
35: R24 Impairment of Long-Lived Assets (Notes) HTML 31K
36: R25 Income Taxes HTML 41K
37: R26 Segment Information HTML 63K
38: R27 Guarantees HTML 39K
39: R28 Commitments and Contingencies HTML 106K
40: R29 Related Party Transactions (Notes) HTML 40K
41: R30 Receivables, Loans, Notes Receivable, and Others HTML 30K
(Policies)
42: R31 Derivative Instruments and Hedging Activities HTML 31K
(Policies)
43: R32 Fair Value Measures and Disclosures (Policies) HTML 35K
44: R33 Impairment of Long-Lived Assets (Policies) HTML 31K
45: R34 Discontinued Operations (Tables) HTML 37K
46: R35 Revenue Recognition (Tables) HTML 78K
47: R36 Receivables, Loans, Notes Receivable, and Others HTML 44K
(Tables)
48: R37 Inventories (Tables) HTML 35K
49: R38 Goodwill and Other Intangible Assets (Tables) HTML 73K
50: R39 Leases (Tables) HTML 42K
51: R40 Debt and Financing Arrangements (Tables) HTML 37K
52: R41 Derivative Instruments and Hedging Activities HTML 104K
(Tables)
53: R42 Fair Value Measurements (Tables) HTML 95K
54: R43 Stock-Based Compensation (Tables) HTML 53K
55: R44 Earnings Per Share (Tables) HTML 42K
56: R45 Equity and Noncontrolling Interests (Tables) HTML 49K
57: R46 Pension and Postretirement Plans (Tables) HTML 55K
58: R47 Significant Restructuring Costs Change in HTML 49K
Restructuring Reserve (Tables)
59: R48 Income Taxes (Tables) HTML 33K
60: R49 Segment Information (Tables) HTML 54K
61: R50 Guarantees (Tables) HTML 37K
62: R51 Commitment and Contingencies (Tables) HTML 64K
63: R52 Related Party Transactions (Tables) HTML 37K
64: R53 Basis of Presentation - Additional Information HTML 34K
(Detail)
65: R54 Acquisitions and Divestitures - Additional HTML 62K
Information (Detail)
66: R55 Discontinued Operations Discontinued Operations, HTML 53K
Income Statement Disclosures (Details)
67: R56 Discontinued Operations Disposal Group - Assets HTML 34K
Held For Sale (Details)
68: R57 Revenue Recognition Disaggregation of Revenue HTML 60K
(Details)
69: R58 Revenue Recognition Contract balances (Details) HTML 48K
70: R59 Revenue Recognition - Performance Obligations and HTML 42K
Costs to Obtain or Fulfill a Contract (Details)
71: R60 Receivables, Loans, Notes Receivable, and Others HTML 50K
(Details)
72: R61 Inventories - Schedule of Inventories (Detail) HTML 37K
73: R62 Goodwill and Other Intangible Assets - Changes in HTML 49K
Carrying Amount of Goodwill (Details)
74: R63 Goodwill and Other Intangible Assets - Goodwill HTML 34K
Additional Information (Details)
75: R64 Goodwill and Other Intangible Assets - Other HTML 56K
Intangible Assets (Details)
76: R65 Goodwill and Other Intangible Assets - Other HTML 30K
Intangible Assets Additional Information (Details)
77: R66 Leases (Details) HTML 41K
78: R67 Debt and Financing Arrangements - Additional HTML 40K
Information (Detail)
79: R68 Debt and Financing Arrangements - Components of HTML 37K
Net Financing Charges (Details)
80: R69 Derivative Instruments and Hedging Activities - HTML 89K
Location and Fair Values of Derivative Instruments
and Hedging Activities (Detail)
81: R70 Derivative Instruments and Hedging Activities - HTML 31K
Net Investment Hedges (Detail)
82: R71 Derivative Instruments and Hedging Activities - HTML 47K
Offsetting Assets and Liabilities (Details)
83: R72 Derivative Instruments and Hedging Activities - HTML 65K
Location and Amount of Gains and Losses on
Derivative Instruments and Related Hedge Items
(Detail)
84: R73 Fair Value Measurements - Assets and Liabilities HTML 121K
Measured at Fair Value (Detail)
85: R74 Fair Value Measurements - Additional Information HTML 41K
(Detail)
86: R75 Stock-Based Compensation (Details) HTML 66K
87: R76 Earnings Per Share - Earnings Per Share (Detail) HTML 63K
88: R77 Equity and Noncontrolling Interests Equity and HTML 34K
Noncontrolling Interests - Additional Information
(Details)
89: R78 Equity and Noncontrolling Interests - Accumulated HTML 69K
Other Comprehensive Income (Details)
90: R79 Pension and Postretirement Plans - Components of HTML 58K
Net Periodic Benefit Cost (Detail)
91: R80 Significant Restructuring Costs Change in HTML 73K
Restructuring Reserve - 2021 Restructuring Plan
(Details)
92: R81 Significant Restructuring Costs - Additional HTML 32K
Information (Detail)
93: R82 Income Taxes - Additional Information (Detail) HTML 51K
94: R83 Income Taxes - Tax Jurisdictions and Years HTML 53K
Currently under Audit Exam (Details)
95: R84 Segment Information - Additional Information HTML 29K
(Detail)
96: R85 Segment Information - Financial Information HTML 60K
Related to Company's Reportable Segments (Detail)
97: R86 Guarantees - Additional Information (Detail) HTML 31K
98: R87 Product Warranties - Changes in Carrying Amount of HTML 39K
Product Warranty liability (Detail)
99: R88 Commitments and Contingencies - Additional HTML 89K
Information (Detail)
100: R89 Related Party Transactions (Details) HTML 43K
103: XML IDEA XML File -- Filing Summary XML 193K
101: XML XBRL Instance -- jci-20211231_htm XML 2.75M
102: EXCEL IDEA Workbook of Financial Reports XLSX 128K
8: EX-101.CAL XBRL Calculations -- jci-20211231_cal XML 213K
9: EX-101.DEF XBRL Definitions -- jci-20211231_def XML 1.41M
10: EX-101.LAB XBRL Labels -- jci-20211231_lab XML 2.59M
11: EX-101.PRE XBRL Presentations -- jci-20211231_pre XML 1.71M
7: EX-101.SCH XBRL Schema -- jci-20211231 XSD 264K
104: JSON XBRL Instance as JSON Data -- MetaLinks 637± 923K
105: ZIP XBRL Zipped Folder -- 0000833444-22-000005-xbrl Zip 493K
THIS AMENDMENT NO. 1 (this “Amendment”) is made as of May 25, 2021 by and between Johnson
Controls International plc, with company number 543654, an Irish public limited company (the “Principal Borrower”) and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders (the “Administrative Agent”), under that certain Credit Agreement dated as of December 5, 2019, by and among the Principal Borrower, Tyco Fire & Security Finance S.C.A., a corporate partnership limited by shares (société en commandite par actions) incorporated under the laws of Luxembourg, having its registered office at 2, rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (RCS Luxembourg) under number B190265, the Lenders from time to time party thereto and the
Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
WHEREAS, pursuant to Section 11.05 of the Credit Agreement, technical and conforming modifications to the Credit Agreement may be made with the consent of the Principal Borrower and the Administrative Agent (but without the consent of any Lender or Issuing Lender) to the extent necessary to cure any ambiguity, omission, error, defect or inconsistency;
WHEREAS, pursuant to the terms of the Pricing Schedule, the Sustainability Table may be updated from time to time to incorporate revised baselines (and the targets
and the 10% thresholds derived therefrom) set forth in the relevant Pro Forma KPI Metrics Report in connection with each Significant ESG Event;
WHEREAS, the Sustainability Table set forth in the Credit Agreement as of the Closing Date contained certain errors and was inconsistent with information materials presented to the Lenders prior to the Closing Date;
WHEREAS, certain Significant ESG Events have occurred since the Closing Date;
WHEREAS, the Sustainability Table needs to be updated to correct such errors and to reflect the effects of such Significant ESG Events;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Principal Borrower
and the Administrative Agent hereby agree to enter into this Amendment.
1.Amendments to the Credit Agreement. Effective as of the date of satisfaction of the conditions precedent set forth in Section 2 below, the Sustainability Table shall be restated in its entirety as set forth on Annex A hereto.
2.Conditions of Effectiveness. This Amendment shall become effective as of the first date on which the Administrative Agent shall have received counterparts of this Amendment duly executed by the Principal Borrower and the Administrative Agent.
3.Representations
and Warranties of the Principal Borrower. The Principal Borrower hereby represents and warrants as follows:
(a)Each of this Amendment and the Credit Agreement as amended hereby (the “Amended Credit Agreement”) constitutes a valid and binding agreement of each Borrower enforceable against the applicable Borrower in accordance with its terms, in each case subject to applicable bankruptcy, insolvency, receivership, examinership, moratorium, reorganization and other similar laws of general application affecting creditors’ rights, by any mandatory applicable provisions of Luxembourg law of general application and general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(b)As of the date hereof and immediately after giving effect to
the terms of this Amendment, (i) no Default has occurred and is continuing and (ii) the representations and warranties of the Borrowers set forth in the Credit Agreement (except the representations and warranties set forth in Sections 4.04(b), 4.05 and 4.07 of the Credit Agreement) are true in all material respects, except to the extent any such representation and warranty (i) expressly relates to an earlier date in which case such representation and warranty is true and correct in all material respects as of such earlier date or (ii) is qualified by materiality, in which case such representation and warranty is true and correct in all respects.
4.Reference to and Effect on the Credit Agreement.
(a)From
and after the effectiveness of the amendment to the Credit Agreement evidenced hereby, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof” and words of similar import, as used in the Amended Credit Agreement, shall, unless the context otherwise requires, refer to the Amended Credit Agreement, and the term “Credit Agreement”, as used in the other Loan Documents, shall mean the Amended Credit Agreement.
(b)Each Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.
(c)The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders,
nor constitute a waiver of any provision of the Amended Credit Agreement, the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith.
(d)This Amendment shall be a Loan Document.
5.Governing Law; Jurisdiction. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
6.Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
7.Counterparts. This Amendment may be executed by one or more of the parties hereto on any number
of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. The words “execution,”“signed,”“signature,”“delivery,” and words of like import in or relating to this Amendment and/or any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be. As used herein, “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other
record and adopted by a person with the intent to sign, authenticate or accept such contract or record.
[Signature Pages Follow]
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the day and year first above written.
