Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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1: 10-K Annual Report HTML 1.83M
2: EX-10.58 Material Contract HTML 61K
4: EX-21.1 Subsidiaries List HTML 42K
5: EX-23.1 Consent of Experts or Counsel HTML 42K
3: EX-18 Letter re: Change in Accounting Principles HTML 43K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 49K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 49K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 44K
15: R1 Document and Entity Information HTML 75K
16: R2 Consolidated Statements of Income HTML 136K
17: R3 Consolidated Statements of Comprehensive Income HTML 71K
(Loss)
18: R4 Consolidated Statements of Financial Position HTML 154K
19: R5 Consolidated Statements of Financial Position HTML 62K
(Parenthetical)
20: R6 Consolidated Statements of Cash Flows HTML 164K
21: R7 Consolidated Statements of Shareholders' Equity HTML 64K
Attributable to Johnson Controls Ordinary
Shareholders
22: R8 Consolidated Statements of Shareholders' Equity HTML 44K
Attributable to Johnson Controls Ordinary
Shareholders (Parenthetical)
23: R9 Summary of Significant Accounting Policies (Notes) HTML 155K
24: R10 Merger Transaction (Notes) HTML 124K
25: R11 Acquisitions and Divestitures (Notes) HTML 124K
26: R12 Discontinued Operations (Notes) HTML 103K
27: R13 Inventories (Notes) HTML 52K
28: R14 Property, Plant and Equipment (Notes) HTML 59K
29: R15 Goodwill and Other Intangible Assets (Notes) HTML 153K
30: R16 Leases (Notes) HTML 60K
31: R17 Debt and Financing Arrangements (Notes) HTML 140K
32: R18 Derivative Instruments and Hedging Activities HTML 194K
(Notes)
33: R19 Fair Value Measurements (Notes) HTML 141K
34: R20 Stock-based Compensation (Notes) HTML 145K
35: R21 Earnings Per Share (Notes) HTML 72K
36: R22 Equity and Noncontrolling Interests (Notes) HTML 233K
37: R23 Retirement Plans (Notes) HTML 632K
38: R24 Significant Restructuring and Impairment Costs HTML 157K
(Notes)
39: R25 Impairment of Long-Lived Assets (Notes) HTML 54K
40: R26 Income Taxes (Notes) HTML 191K
41: R27 Segment Information (Notes) HTML 249K
42: R28 Nonconsolidated Partially-Owned Affiliates (Notes) HTML 72K
43: R29 Guarantees (Notes) HTML 63K
44: R30 Commitments and Contingencies (Notes) HTML 103K
45: R31 Related Party Transactions (Notes) HTML 53K
46: R32 Subsequent Event (Notes) HTML 45K
47: R33 Valuation and Qualifying Accounts HTML 76K
48: R34 Summary of Significant Accounting Policies HTML 211K
(Policies)
49: R35 Summary of Significant Accounting Policies HTML 54K
(Tables)
50: R36 Merger Transaction (Tables) HTML 97K
51: R37 Discontinued Operations Discontinued Operations HTML 109K
(Tables)
52: R38 Inventories (Tables) HTML 53K
53: R39 Property, Plant and Equipment (Tables) HTML 57K
54: R40 Goodwill and Other Intangible Assets (Tables) HTML 145K
55: R41 Leases (Tables) HTML 56K
56: R42 Debt and Financing Arrangements (Tables) HTML 128K
57: R43 Derivative Instruments and Hedging Activities HTML 177K
(Tables)
58: R44 Fair Value Measurements (Tables) HTML 129K
59: R45 Stock-based Compensation (Tables) HTML 127K
60: R46 Earnings Per Share (Tables) HTML 68K
61: R47 Equity and Noncontrolling Interests (Tables) HTML 227K
62: R48 Retirement Plans (Tables) HTML 617K
63: R49 Significant Restructuring and Impairment Costs HTML 62K
Changes in Restructuring Reserve - 2018
Restructuring Plan (Tables)
64: R50 Significant Restructuring and Impairment Costs HTML 79K
Changes in Restructuring Reserve - 2017
Restructuring Plan (Tables)
65: R51 Significant Restructuring and Impairment Costs HTML 99K
Change in Restructuring Reserve - 2016
Restructuring Plan (Tables)
66: R52 Income Taxes (Tables) HTML 161K
67: R53 Segment Information (Tables) HTML 245K
68: R54 Nonconsolidated Partially-Owned Affiliates HTML 71K
(Tables)
69: R55 Guarantees (Tables) HTML 57K
70: R56 Related Party Transactions (Tables) HTML 50K
71: R57 Summary of Significant Accounting Policies HTML 64K
Carrying Amounts and Classification of Assets and
Liabilities for Consolidated VIE's (Detail)
72: R58 Summary of Significant Accounting Policies HTML 135K
Accounting Policies (Details)
73: R59 Summary of Significant Accounting Policies HTML 64K
Variable Interest Entities, Additional Information
(Details)
74: R60 Merger Transaction Fair Value of Consideration HTML 80K
Transferred (Details)
75: R61 Merger Transaction (Details) HTML 124K
76: R62 Merger Transaction Business Acquisition, Pro Forma HTML 51K
Information (Details)
77: R63 Acquisitions and Divestitures Acquisitions HTML 84K
(Details)
78: R64 Acquisitions and Divestitures Divestitures HTML 114K
(Details)
79: R65 Discontinued Operations Discontinued Operations, HTML 101K
Income Statement Disclosures - Adient Spinoff
(Details)
80: R66 Discontinued Operations Discontinued Operations, HTML 74K
Alternative Cash Flow Information - Adient
spin-off (Details)
81: R67 Discontinued Operations Assets and Liabilities HTML 104K
Held for Sale (Details)
82: R68 Inventories Schedule of Inventories (Details) HTML 52K
83: R69 Property, Plant and Equipment Schedule of HTML 62K
Property, Plant and Equipment (Details)
84: R70 Property, Plant and Equipment (Details) HTML 46K
85: R71 Goodwill and Other Intangible Assets Changes in HTML 73K
Carrying Amount of Goodwill (Details)
86: R72 Goodwill and Other Intangible Assets Goodwill HTML 69K
Additional Information (Details)
87: R73 Goodwill and Other Intangible Assets Other HTML 74K
Intangible Assets (Details)
88: R74 Goodwill and Other Intangible Assets Other HTML 60K
Intangible Assets Additional Information (Details)
89: R75 Leases (Details) HTML 47K
90: R76 Leases Future Minimum Capital and Operating Lease HTML 82K
Payments and Related Present Value of Capital
Lease Payments (Details)
91: R77 Debt and Financing Arrangements Short-Term Debt HTML 70K
(Details)
92: R78 Debt and Financing Arrangements Long-Term Debt HTML 194K
(Details)
93: R79 Long-Term Debt Additional Details (Details) HTML 108K
94: R80 Debt and Financing Arrangements Financing HTML 130K
Arrangements (Details)
95: R81 Debt and Financing Arrangements Net Financing HTML 52K
Charges (Details)
96: R82 Derivative Instruments and Hedging Activities HTML 53K
Outstanding Commodity Hedge Contracts (Details)
97: R83 Derivative Instruments and Hedging Activities HTML 91K
Location and Fair Values of Derivative Instruments
and Hedging Activities (Details)
98: R84 Derivative Instruments and Hedging Activities HTML 85K
Location and Amount of Gains and Losses Gross of
Tax on Derivative Instruments and Related Hedge
Items (Details)
99: R85 Derivative Instruments and Hedging Activities HTML 66K
Derivative Assets and Liabilties, Offsetting
(Details)
100: R86 Derivative Instruments and Hedging Activities HTML 118K
Derivatives, Additional Information (Details)
101: R87 Fair Value Measurements Assets and Liabilities HTML 153K
Measured at Fair Value (Details)
102: R88 Fair Value Measurements Fair Value Disclosure, HTML 93K
Additional Information (Details)
103: R89 Stock-based Compensation (Details) HTML 107K
104: R90 Stock-based Compensation Assumptions Used in HTML 60K
Black-Scholes Option Valuation Model (Details)
105: R91 Stock-based Compensation Summary of Stock Option HTML 102K
Activity (Details)
106: R92 Stock-based Compensation Assumptions Used in HTML 69K
Black-Scholes Stock Appreciation Rights Valuation
Model (Details)
107: R93 Summary of Nonvested Restricted Stock Awards HTML 67K
(Details)
108: R94 Stock-based Compensation Summary of Nonvested HTML 69K
Performance Share Awards (Details)
109: R95 Earnings Per Share (Details) HTML 46K
110: R96 Reconciliation of the numerators and denominators HTML 68K
(Details)
111: R97 Equity and Noncontrolling Interests Equity HTML 174K
Attributable to Johnson Controls and
Noncontrolling Interests (Details)
112: R98 Equity and Noncontrolling Interests Equity HTML 103K
Attributable to Johnson Controls and
Noncontrolling Interests (Additional Information)
(Details)
113: R99 Equity and Noncontrolling Interests Changes in HTML 65K
Redeemable Noncontrolling Interests (Details)
114: R100 Equity and Noncontrolling Interests Accumulated HTML 148K
Other Comprehensive Income (Details)
115: R101 Retirement Plans (Details) HTML 72K
116: R102 Retirement Plans Projected Benefit Payments from HTML 63K
Plans (Details)
117: R103 Plan Assets by Asset Category (Details) HTML 203K
118: R104 Retirement Plans Accumulated Benefit Obligations HTML 218K
and Reconciliations of Changes in Projected
Benefit Obligation, Changes in Plan Assets and
Funded Status (Details)
119: R105 Amounts in Accumulated Other Comprehensive Income HTML 94K
Expected to be Recognized as Components of Net
Periodic Benefit Cost over Next Fiscal Year
(Details)
120: R106 Retirement Plans Components of Net Periodic HTML 74K
Benefit Cost (Details)
121: R107 Significant Restructuring and Impairment Costs HTML 190K
(Detail)
122: R108 Impairment of Long-Lived Assets (Details) HTML 76K
123: R109 Income Taxes Significant Components of Company's HTML 80K
Income Tax Provision from Continuing Operations
(Details)
124: R110 Income Taxes Reconciliation of Beginning and HTML 57K
Ending Amount of Unrecognized Tax Benefits
(Details)
125: R111 Income Taxes Tax Jurisdictions and Years Currently HTML 77K
under Audit Exam (Details)
126: R112 Income Taxes Components of Provision for Income HTML 88K
Taxes on Continuing Operations (Details)
127: R113 Income Taxes Deferred Taxes Classified in HTML 50K
Consolidated Statements of Financial Position
(Detail)
128: R114 Income Taxes Temporary Differences And HTML 83K
Carryforwards in Deferred Tax Assets and
Liabilities (Details)
129: R115 Income Taxes Valuation Allowance, Additional HTML 46K
Details (Details)
130: R116 Income Taxes Uncertain Tax Position, Additional HTML 54K
Information (Details)
131: R117 Income Taxes Other Tax Matters (Details) HTML 108K
132: R118 Income Taxes Changes in Tax Legislation and HTML 64K
Statutory Tax Rate (Details)
133: R119 Income Taxes Income Taxes, Continuing Operations HTML 59K
(Details)
134: R120 Segment Information (Details) HTML 49K
135: R121 Segment Information Financial Information Related HTML 138K
to Company's Reportable Segments (Details)
136: R122 Segment Information Financial Information Related HTML 75K
to Company's Reportable Segments (Additional
Information) (Details)
137: R123 Segment Information Geographic Segments (Details) HTML 67K
138: R124 Nonconsolidated Partially-Owned Affiliates HTML 43K
(Detail)
139: R125 Nonconsolidated Partially-Owned Affiliates HTML 73K
Summarized Balance Sheet Data (Detail)
140: R126 Nonconsolidated Partially-Owned Affiliates HTML 57K
Summarized Income Statement Data (Detail)
141: R127 Guarantees (Details) HTML 75K
142: R128 Commitments and Contingencies (Detail) HTML 101K
143: R129 Related Party Transactions (Details) HTML 54K
144: R130 Subsequent Event (Details) HTML 50K
145: R131 Valuation and Qualifying Accounts Schedule II HTML 66K
(Details)
147: XML IDEA XML File -- Filing Summary XML 285K
146: EXCEL IDEA Workbook of Financial Reports XLSX 225K
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This offer sets forth the specifics of the compensation and allowance package established for you in connection with your assignment as Vice President and President, Building Solutions, EMEA & Latin America reporting to George Oliver with Johnson Controls, Inc.
The basis for the terms and conditions, the compensation and allowances during the term of this assignment, as they are specified in this letter, is carried by the Johnson Controls International Assignment Policy dated January, 2016, of which you received a copy.
This
Assignment Letter should be read in conjunction with the Employment Agreement between the employee and Johnson Controls, if applicable. To the extent there is a conflict between the terms of this letter and the terms of the Employment Agreement, the terms of the present Assignment letter will be controlling.
This employment letter is subject to you being able to obtain the necessary work visa/residence permit(s) in the United Kingdom and the necessary vaccinations/immunizations if applicable.
Your foreign assignment is expected to last three years, commencing on March 1, 2017 provided that all immigration documents are in order. It is understood that during the assignment, you may be transferred
at any time to any other Company location in the U. S. or abroad, depending on the needs of the Company. At the end of your assignment, assuming your performance has been satisfactory, the Company will make reasonable efforts to place you in a position that matches your capabilities and our business needs.
Base Salary:
Your annual base salary effective with the assignment will be $742,000 USD. Salary administration procedures are in accordance with your home country guidelines. While on foreign assignment, you will be paid once a
month.
Bonus:
Your AIPP bonus will be targeted at 90% of your base salary.
Goods and Services Allowance:
You will receive a Goods and Services allowance, where applicable, using information that we receive from our cost of living data provider. If applicable, you will be paid this allowance every month to offset the difference in costs for goods and services between your home country and your host location. It will be your responsibility to communicate
any changes in your family size or base salary to your International Assignment Analyst. This index is based upon the Cost Effective Home Country Index. This will become effective the date you move into long term housing and cease to be reimbursed for temporary living expenses. This allowance will cease the date you move out of permanent housing in the host country, or if you have to leave the host country for an extended period. It is your responsibility to notify your International Assignment Analyst about the dates you move in and/or out of temporary living.
Relocation Allowance:
You will receive a 5% Relocation Allowance at the beginning of your assignment. In addition,
upon successful completion of your assignment,
and return to your home country, you will receive a 5% (of your base salary) relocation allowance less applicable taxes paid by you.
The relocation allowances will be delivered less applicable taxes paid by you.
This allowance is capped at 5% of the mid-range of grade 182.
Housing Allowance:
You will receive housing in your host location that is commensurate with your peers in that location. If you maintain your housing in your home country, 100% of the housing costs will be covered at your host location. However, if
you sell or rent your primary residence in your home country, 15% of your base salary will be deducted on a monthly basis. If you purchase property in the host location, the cost becomes 100% your responsibility.
Utilities, including heat, water, electricity, and the installation charges for cable and telephone are included in the company paid host country housing payments. Service utilities, such as phone and cable, are not reimbursed, as they are part of the goods and services allowance.
The housing allowance will commence the day you take residence in your host country housing.
Furniture Allowance:
It
is the intent of the Company to provide you with furnished housing. In some cases, this may not include basic amenities such as large appliances, cabinets, etc. In such case, where a furniture allowance will be provided, this allowance will be determined by the Host Country HR Representative or a Third Party Consultant.
Host Country Transportation:
If an automobile is the standard mode of transportation in the host country, the Company will provide a company car or an automobile allowance.
Home
Country Car Sale:
You will be reimbursed for the sale of your personal car (leased or owned) according to policy. You will be responsible for selling your car and/or canceling your lease.
We will not pay the costs associated with the shipment of a personal vehicle to or from the foreign location.
Dependent Visitation:
You will be reimbursed for the lowest direct fares on an annual basis. Dependent Visitation is limited to school age dependents that have remained in the home location. Please see policy for details.
Vacations
and Holidays:
You will continue to be eligible for vacation based upon your home country policy. You will observe the work hours and holidays of the host country.
Home Leave:
You and your accompanying family members are eligible for one home leave each year of assignment. Please see policy for details.
Host Country Club Membership:
You are eligible for reimbursement of 50% of the club membership and initiation fees up to a maximum of $2000 annually for
the entire family.
Tax Equalization:
You will receive Tax Equalization assistance to minimize, within practical limits, any tax advantage, or disadvantage of your foreign assignment (in accordance with the Johnson Controls Tax Equalization Policy). This comes in the form of tax preparation work from our tax provider. It will remain your responsibility to file the necessary income tax returns, including any estimated returns, in your home country and host location. You are required to furnish any withholding allowances and exemption certificates that are necessary, so that the company’s withholding tax payments can be minimized within the requirements of the law. For US Expatriates,
Social Security Contributions will continue to be made by you. Please see policy for details.
Termination:
During your assignment, you will remain an at-will employee of the Company, which means that you or the Company may terminate your employment at any time. The Company reserves the right to terminate your employment at any time for cause. If you are terminated for cause, the
Company will have no further
obligation to you. Cause for termination includes, but is not limited to, willful misconduct; violation of the Company’s ethics or zero tolerance policies, and job-related criminal conduct. For termination other than for cause, please see the Global Assignment Policy.
Retirement:
If you retire under the provisions of the Company’s retirement program, we will return you and your accompanying family members to the home location, provided that the return is within 30 days following your retirement date.
Benefits:
You
will continue to participate in the benefit programs of your home country, unless prohibited by home or host country laws, regulations, or costs. In such cases, an applicable coverage in the form of an expatriate benefits package will be provided to cover pension, medical, disability, and death benefits, if necessary. Please see policy for details.
Relocation:
You and your spouse will be entitled to a pre-move trip to the assignment location for up to a seven day period. This should cover house hunting, school selection, etc.
You are eligible for destination services by the Host Country HR Representative or our Third Party Provider, Brookfield Global Relocation.
You
and your accompanying dependents are eligible for Temporary Living Expenses at the home and host country locations for a total period of 30 days.
You and your accompanying dependents will be reimbursed for the travel expenses to your host location.
You are eligible for settling in services by our Third Party Provider, Brookfield Global Relocation, or the Local HR Representative.
If applicable, you are eligible for a rental car for up to 30 days.
You will be reimbursed for a shipment of essential items not available, or included, in the host country, furnished housing. If furnished housing is not available, you
will be allowed a household shipment of goods according to the allowances described in our policy.
If you sold your home or broke your rental lease, storage of household goods will be provided.
The Company will not pay the costs associated with the relocation of household pets.
*Please refer to the section titled “Initial Relocation” in the Global Assignment Policy for the details of your relocation benefits.
Repatriation:
You
and your accompanying dependents will be reimbursed for travel expenses back to your home country.
You and your accompanying dependents will be allowed a total of 30 days of temporary living.
You will be allowed a rental car for up to 30 days.
You will be allowed a return shipment of goods at the original shipment weight.
Any items in storage will be delivered to your home country residence.
Privacy:
Johnson Controls, Inc. and its
related companies (both in your home country and globally) might need to access information concerning you and disclose it to each other or to third parties for the purposes of your international assignment. By signing this Letter, you consent to the Company and its related entities collecting and disclosing information concerning you for this purpose.
Disputes About This Letter:
The parties agree that all disputes regarding this assignment letter or interpretation of the letter shall be governed by the laws of the State of Wisconsin and the parties further agree that the exclusive judicial forum for resolving all such disputes shall be the courts of the State of Wisconsin. If any provision of this Assignment Letter is judicially or otherwise declared
to be invalid, unenforceable or void, the remaining provisions shall nevertheless be effective to the same extent as if such invalid or unenforceable provision had never been included.
