Quarterly Report — Form 10-Q Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 1.08M
2: EX-10.1 Material Contract HTML 177K
3: EX-10.2 Material Contract HTML 66K
4: EX-10.3 Material Contract HTML 40K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 32K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 32K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 29K
14: R1 Document and Entity Information Document and HTML 127K
Entity Information
15: R2 Consolidated Statements of Financial Position HTML 148K
16: R3 Consolidated Statements of Income HTML 133K
17: R4 Consolidated Statements of Comprehensive Income HTML 61K
(Loss)
18: R5 Consolidated Statements of Cash Flows HTML 134K
19: R6 Consolidated Statements of Shareholders' Equity HTML 63K
Attributable to Johnson Controls Ordinary
Shareholders Consolidated Statements of
Shareholders' Equity Attributable to Johnson
Controls Ordinary Shareholders
20: R7 Financial Statements HTML 35K
21: R8 New Accounting Standards HTML 31K
22: R9 Acquisitions and Divestitures HTML 31K
23: R10 Discontinued Operations (Notes) HTML 37K
24: R11 Revenue Recognition (Notes) HTML 74K
25: R12 Receivables, Loans, Notes Receivable, and Others HTML 42K
(Notes)
26: R13 Leases (Notes) HTML 40K
27: R14 Inventories HTML 34K
28: R15 Goodwill and Other Intangible Assets (Notes) HTML 74K
29: R16 Significant Restructuring Costs HTML 52K
30: R17 Income Taxes HTML 43K
31: R18 Pension and Postretirement Plans HTML 57K
32: R19 Debt and Financing Arrangements HTML 39K
33: R20 Stock-Based Compensation (Notes) HTML 52K
34: R21 Earnings Per Share HTML 44K
35: R22 Equity and Noncontrolling Interests HTML 105K
36: R23 Derivative Instruments and Hedging Activities HTML 105K
37: R24 Fair Value Measurements HTML 95K
38: R25 Impairment of Long-Lived Assets (Notes) HTML 35K
39: R26 Segment Information HTML 63K
40: R27 Guarantees HTML 40K
41: R28 Commitments and Contingencies HTML 82K
42: R29 Related Party Transactions (Notes) HTML 39K
43: R30 Receivables, Loans, Notes Receivable, and Others HTML 31K
(Policies)
44: R31 Intangible Assets, Goodwill and Other (Policies) HTML 32K
45: R32 Discontinued Operations (Tables) HTML 38K
46: R33 Revenue Recognition (Tables) HTML 67K
47: R34 Receivables, Loans, Notes Receivable, and Others HTML 43K
(Tables)
48: R35 Leases (Tables) HTML 41K
49: R36 Inventories (Tables) HTML 35K
50: R37 Goodwill and Other Intangible Assets (Tables) HTML 73K
51: R38 Significant Restructuring Costs Change in HTML 51K
Restructuring Reserve - 2020 Restructuring Plan
(Tables)
52: R39 Income Taxes (Tables) HTML 34K
53: R40 Pension and Postretirement Plans (Tables) HTML 54K
54: R41 Debt and Financing Arrangements (Tables) HTML 37K
55: R42 Stock-Based Compensation (Tables) HTML 51K
56: R43 Earnings Per Share (Tables) HTML 42K
57: R44 Equity and Noncontrolling Interests (Tables) HTML 93K
58: R45 Derivative Instruments and Hedging Activities HTML 102K
(Tables)
59: R46 Fair Value Measurements (Tables) HTML 89K
60: R47 Segment Information (Tables) HTML 55K
61: R48 Guarantees (Tables) HTML 38K
62: R49 Related Party Transactions (Tables) HTML 37K
63: R50 Financial Statements - Additional Information HTML 35K
(Detail)
64: R51 Acquisitions and Divestitures - Additional HTML 56K
Information (Detail)
65: R52 Discontinued Operations Discontinued Operations, HTML 64K
Income Statement Disclosures (Details)
66: R53 Discontinued Operations Disposal Group - Assets HTML 38K
Held For Sale (Details)
67: R54 Revenue Recognition Disaggregation of Revenue HTML 60K
(Details)
68: R55 Revenue Recognition Contract balances (Details) HTML 50K
69: R56 Revenue Recognition - Performance Obligations and HTML 43K
Costs to Obtain or Fulfill a Contract (Details)
70: R57 Receivables, Loans, Notes Receivable, and Others HTML 46K
(Details)
71: R58 Leases (Details) HTML 43K
72: R59 Inventories - Schedule of Inventories (Detail) HTML 37K
73: R60 Goodwill and Other Intangible Assets - Changes in HTML 49K
Carrying Amount of Goodwill (Details)
74: R61 Goodwill and Other Intangible Assets - Goodwill HTML 33K
Additional Information (Details)
75: R62 Goodwill and Other Intangible Assets - Other HTML 57K
Intangible Assets (Details)
76: R63 Goodwill and Other Intangible Assets - Other HTML 42K
Intangible Assets Additional Information (Details)
77: R64 Significant Restructuring Costs Change in HTML 79K
Restructuring Reserve - 2020 Restructuring Plan
(Details)
78: R65 Income Taxes - Additional Information (Detail) HTML 48K
79: R66 Pension and Postretirement Plans - Components of HTML 52K
Net Periodic Benefit Cost (Detail)
80: R67 Debt and Financing Arrangements - Additional HTML 33K
Information (Detail)
81: R68 Debt and Financing Arrangements - Components of HTML 38K
Net Financing Charges (Details)
82: R69 Stock-Based Compensation (Details) HTML 64K
83: R70 Earnings Per Share - Earnings Per Share (Detail) HTML 60K
84: R71 Equity and Noncontrolling Interests - Equity HTML 149K
Attributable to Johnson Controls and
Noncontrolling Interests (Details)
85: R72 Equity and Noncontrolling Interests Equity and HTML 32K
Noncontrolling Interests - Additional Information
(Details)
86: R73 Equity and Noncontrolling Interests - Accumulated HTML 70K
Other Comprehensive Income (Details)
87: R74 Derivative Instruments and Hedging Activities - HTML 73K
Location and Fair Values of Derivative Instruments
and Hedging Activities (Detail)
88: R75 Derivative Instruments and Hedging Activities - HTML 44K
Net Investment Hedges (Detail)
89: R76 Derivative Instruments and Hedging Activities - HTML 46K
Offsetting Assets and Liabilities (Details)
90: R77 Derivative Instruments and Hedging Activities - HTML 61K
Location and Amount of Gains and Losses on
Derivative Instruments and Related Hedge Items
(Detail)
91: R78 Fair Value Measurements - Assets and Liabilities HTML 107K
Measured at Fair Value (Detail)
92: R79 Fair Value Measurements - Additional Information HTML 40K
(Detail)
93: R80 Impairment of Long-Lived Assets (Details) HTML 36K
94: R81 Segment Information - Additional Information HTML 29K
(Detail)
95: R82 Segment Information - Financial Information HTML 61K
Related to Company's Reportable Segments (Detail)
96: R83 Guarantees - Additional Information (Detail) HTML 31K
97: R84 Product Warranties - Changes in Carrying Amount of HTML 39K
Product Warranty liability (Detail)
98: R85 Commitments and Contingencies - Additional HTML 82K
Information (Detail)
99: R86 Related Party Transactions (Details) HTML 38K
101: XML IDEA XML File -- Filing Summary XML 189K
13: XML XBRL Instance -- jci-20201231_htm XML 2.76M
100: EXCEL IDEA Workbook of Financial Reports XLSX 125K
9: EX-101.CAL XBRL Calculations -- jci-20201231_cal XML 289K
10: EX-101.DEF XBRL Definitions -- jci-20201231_def XML 1.48M
11: EX-101.LAB XBRL Labels -- jci-20201231_lab XML 2.58M
12: EX-101.PRE XBRL Presentations -- jci-20201231_pre XML 1.73M
8: EX-101.SCH XBRL Schema -- jci-20201231 XSD 264K
102: JSON XBRL Instance as JSON Data -- MetaLinks 592± 892K
103: ZIP XBRL Zipped Folder -- 0000833444-21-000011-xbrl Zip 471K
I. Scope of this Policy. This policy applies to all performance incentives awarded on or after
September 2, 2016 (the “Effective Date”) to all persons (“Covered Recipients”) who, at the time of such award, are Section 16(b) officers of Johnson Controls International plc (the “Company”) elected by the Board of Directors of the Company (the “Board”). Performance incentives awarded prior to the Effective Date are not subject to this policy, but remain subject to the Company’s ability to recover amounts pursuant to applicable legal or equitable remedies under state and federal law, or pursuant to any recoupment policy established by Johnson Controls, Inc. or Tyco International plc prior to the Effective Date, which prior policies shall continue in effect with respect to such awards. Section II.B. of this policy applies
only to performance incentives awarded on or after December 10, 2020 (the “Amendment Date”).
For purposes of this policy, “performance incentive” means any compensation payable in cash tied to performance metrics that is intended to serve as incentive for performance to occur over a period of a year or more and any performance share units, restricted share units, restricted shares, share options and share appreciation rights granted under the Company’s 2012 Share and Incentive Plan or any successor plan thereto, whether settled in cash, ordinary shares of the Company (“Shares”) or a combination thereof. A performance incentive is “awarded” on the date the
Company grants the award, not on the date the award amount is ultimately determined or paid.
While in effect, this policy overrides any contrary provisions of any compensation plans or arrangements that the Company adopted or implemented before the Effective Date and any such plans or arrangements subsequently adopted or implemented, as well as any contrary provisions in any award agreements under such plans or arrangements.
The Company may recoup incentive compensation under this policy regardless of whether the Covered Recipient who received the compensation that is subject to recoupment is still employed by the
Company or an affiliate on the date reimbursement or other payment is required.
II. Recoupment of Incentive Compensation. All performance incentives awarded after the Effective Date are subject to recoupment under this policy, provided that Section II.B. of this policy applies only to performance incentives awarded on or after the Amendment Date.
A. Certain Financial Restatements
The Compensation Committee of the Board (the “Committee”) will, unless prohibited by applicable law, require reimbursement from any Covered Recipient of (a) an amount equal
1
to
the amount of any overpayment of any such incentive paid to such Covered Recipient or (b) any excess number of Shares delivered to such Covered Recipient (or the fair market value of such excess number of Shares), with respect to a performance period if the following conditions are met:
•The payment or the delivery of Shares was predicated upon the achievement of certain financial results with respect to the applicable performance period that were subsequently the subject of a material restatement other than a restatement due to changes in accounting policy;
•In the Committee’s view the Covered Recipient engaged in conduct that caused or partially caused the need for the restatement; and
•A lower payment would have been made, or fewer Shares delivered,
to the Covered Recipient based upon the restated financial results.
The amount required to be reimbursed shall be, in the case of a performance incentive payable in cash, the excess of the gross incentive payment made over the gross payment that would have been made if the original payment had been determined based on the restated financial results or, in the case of a performance incentive payable in or exercisable for Shares, the excess number of Shares delivered over the number of Shares that would have been delivered if the original number had been determined based on the restated financial results (or a cash amount equal to the fair market value of such excess number of Shares at the time of the reimbursement), in each case as determined in the Committee’s discretion.
Unless prohibited by applicable law, in the event of a reimbursement relating to a
financial restatement described in the preceding paragraph, the Company will also be entitled to, and the Committee will seek, payment by the Covered Recipient of (i) a reasonable rate of interest on any incentive that becomes subject to reimbursement under this policy and (ii) the costs of collection.
Following any accounting restatement that the Company is required to prepare due to its material noncompliance, as a result of misconduct, with any financial reporting requirement under the securities laws, the Company will also seek to recover any compensation received by its Chief Executive Officer and Chief Financial Officer that is required
to be reimbursed under Section 304 of the Sarbanes-Oxley Act of 2002.
B. Recoupment for Misconduct and Reputational or Financial Harm
If the Committee determines that a Covered Recipient has engaged in Misconduct (as defined below) that has resulted in, or has the potential to result in, material reputational or financial harm to the Company, then the Committee may instruct the Company, and the Company shall be entitled, to (i) cause the full or partial forfeiture or reduction of any unvested or unearned performance incentives or unexercised
equity-based awards then held by any Covered Recipient, and (ii) obtain full or partial reimbursement from the Covered Recipient of any performance incentives previously paid to, or earned by, such
2
Covered Recipient during the Misconduct Clawback Period (as defined below), in each case to the extent permitted by applicable law. “Misconduct” means a Covered Recipient’s (1) commission of acts or omissions constituting “Cause” under the Company’s Severance and Change in Control Policy for Officers (or acts that would constitute “Cause” if such definition were applicable to the Covered Recipient), (2) failure to identify, escalate, monitor or manage,
in a timely manner and as reasonably expected, risks material to the Company or (3) failure to exercise reasonable care in the oversight, management and direction of a subordinate. For the avoidance of doubt, Misconduct shall include (a) a Covered Recipient’s commission of acts or omissions that meet the definition of “Cause” under the Company’s Severance and Change in Control Policy for Officers even if the Covered Recipient’s employment is not actually terminated for “Cause,” and (b) a determination by the Committee after a Covered Recipient’s employment ends that the Covered Recipient’s employment could have been terminated for “Cause” had all relevant facts been known at the time the Covered Recipient’s employment ended. The “Misconduct Clawback Period” means the period
of time, as determined by the Committee in its discretion, to which a forfeiture, reduction or reimbursement for Misconduct under this policy will apply; provided that such period will generally be no shorter than the period commencing on the date the Misconduct first occurred (as determined by the Committee) and ending on the date on which the Committee makes its determination that Misconduct has occurred.
The Committee may, or may delegate to the Company the authority to, determine the amount to be forfeited, reduced or reimbursed under this Section II.B. in its sole discretion, adjust the amount of any reimbursement by earnings or losses and consider, in determining such amounts, the magnitude and extent of the Covered Recipient’s relative degree of fault or involvement, the nature of the infraction involved
and the potential reputational or financial harm that may result, among other factors.
Unless prohibited by applicable law, in the event of a reimbursement described in this Section II.B., the Company will also be entitled to payment by the Covered Recipient of the costs of collection.
C. Method of Reimbursement
The Company will determine, in its sole discretion, the method for obtaining reimbursement and other payment from the Covered Recipient, which may include, but is not limited to: (i) by offsetting the amount from any compensation
owed by the Company to the Covered Recipient (including without limitation amounts payable under a deferred compensation plan at such time as is permitted by Section 409A of the Internal Revenue Code of 1986, as amended), (ii) by reducing or eliminating future salary increases, cash incentive awards or equity awards, or (iii) by requiring the Covered Recipient to pay the amount or deliver an amount of Shares to the Company upon its written demand for such payment or delivery of Shares.
III. Administration of this Policy. The Committee will have sole discretion in making all determinations under this policy, including whether the conduct of a Covered Recipient has or
3
has
not caused or partially caused the need for a restatement, or has otherwise involved Misconduct that has resulted in, or has the potential to result in, material reputational or financial harm to the Company.
IV. Binding on Successors. The terms of this policy shall be binding upon and enforceable against the Covered Recipients and their heirs, executors, administrators and legal representatives.
V. Amendment of this Policy. The Committee and the Board, in their discretion, may modify or amend, in whole or in part, any or all of the provisions of this policy, and may suspend this policy from time to time.
VI. Governing
Law. This policy and all rights and obligations hereunder shall be governed by and construed in accordance with the internal laws of the State of Wisconsin, excluding any choice of law rules that may direct the application of the laws of another jurisdiction.
* * *
4
Dates Referenced Herein and Documents Incorporated by Reference
