Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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3: EX-10.2 Material Contract HTML 170K
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18: R6 Consolidated Statements of Cash Flows HTML 156K
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20: R8 New Accounting Standards HTML 57K
21: R9 Merger Transaction (Notes) HTML 98K
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27: R15 Significant Restructuring Costs HTML 111K
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31: R19 Stock-Based Compensation (Notes) HTML 72K
32: R20 Earnings Per Share HTML 73K
33: R21 Equity and Noncontrolling Interests HTML 276K
34: R22 Derivative Instruments and Hedging Activities HTML 225K
35: R23 Fair Value Measurements HTML 151K
36: R24 Impairment of Long-Lived Assets (Notes) HTML 40K
37: R25 Segment Information HTML 130K
38: R26 Guarantees HTML 52K
39: R27 Tifsa (Notes) HTML 774K
40: R28 Commitments and Contingencies HTML 56K
41: R29 Related Party Transactions (Notes) HTML 45K
42: R30 Financial Statements (Tables) HTML 50K
43: R31 Merger Transaction (Tables) HTML 78K
44: R32 Discontinued Operations (Tables) HTML 74K
45: R33 Discontinued Operations Tyco segments asset and HTML 54K
liabilities held for sale (Tables)
46: R34 Discontinued Operations Adient assets and HTML 56K
liabilities held for sale (Tables)
47: R35 Discontinued Operations Adient discontinued HTML 51K
operations noncash items (Tables)
48: R36 Inventories (Tables) HTML 42K
49: R37 Goodwill and Other Intangible Assets (Tables) HTML 111K
50: R38 Significant Restructuring Costs Changes in HTML 60K
Restructuring Reserve - 2017 Restructuring Plan
(Tables)
51: R39 Significant Restructuring Costs Changes in HTML 78K
Restructuring Reserve - 2016 Restructuring Plan
(Tables)
52: R40 Income Taxes (Tables) HTML 40K
53: R41 Pension and Postretirement Plans (Tables) HTML 96K
54: R42 Debt and Financing Arrangements (Tables) HTML 53K
55: R43 Stock-Based Compensation (Tables) HTML 57K
56: R44 Earnings Per Share (Tables) HTML 67K
57: R45 Equity and Noncontrolling Interests (Tables) HTML 270K
58: R46 Derivative Instruments and Hedging Activities HTML 200K
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59: R47 Fair Value Measurements (Tables) HTML 134K
60: R48 Segment Information (Tables) HTML 116K
61: R49 Guarantees (Tables) HTML 46K
62: R50 Tifsa (Tables) HTML 770K
63: R51 Related Party Transactions (Tables) HTML 39K
64: R52 Financial Statements - Carrying Amounts and HTML 52K
Classification of Assets and Liabilities for
Consolidated VIEs (Detail)
65: R53 Financial Statements - Additional Information HTML 83K
(Detail)
66: R54 Merger Transaction (Details) HTML 49K
67: R55 Merger Transaction Merger Transaction (Details) HTML 138K
68: R56 Acquisitions and Divestitures - Additional HTML 95K
Information (Detail)
69: R57 Discontinued Operations Discontinued Operations - HTML 45K
Additional Information (Details)
70: R58 Discontinued Operations Discontinued Operations by HTML 63K
Disposal Group - Adient (Details)
71: R59 Discontinued Operations Discontinued Operations - HTML 83K
Assets and Liabilities Held for Sale, Specific
Transactions (Details)
72: R60 Discontinued Operations Discontinued Operations - HTML 104K
Assets and Liabilities Held for Sale, Adient
spin-off (Details)
73: R61 Discontinued Operations Discontinued Operations - HTML 55K
Non cash impact, Adient spin-off (Details)
74: R62 Percentage-of-Completion Contracts (Detail) HTML 38K
75: R63 Inventories - Schedule of Inventories (Detail) HTML 41K
76: R64 Goodwill and Other Intangible Assets - Changes in HTML 62K
Carrying Amount of Goodwill (Details)
77: R65 Goodwill and Other Intangible Assets - Goodwill HTML 34K
Additional Information (Details)
78: R66 Goodwill and Other Intangible Assets - Other HTML 60K
Intangible Assets (Details)
79: R67 Goodwill and Other Intangible Assets - Other HTML 47K
Intangible Assets Additional Information (Details)
80: R68 Significant Restructuring Costs Change in HTML 87K
Restructuring Reserve - 2017 Restructuring Plan
(Details)
81: R69 Significant Restructuring Costs Change in HTML 123K
Restructuring Reserve - 2016 Restructuring Plan
(Details)
82: R70 Significant Restructuring Costs - Additional HTML 48K
Information (Detail)
83: R71 Income Taxes - Tax Jurisdictions and Years HTML 61K
Currently under Audit Exam (Details)
84: R72 Income Taxes - Additional Information (Detail) HTML 67K
85: R73 Pension and Postretirement Plans - Components of HTML 61K
Net Periodic Benefit Cost (Detail)
86: R74 Debt and Financing Arrangements - Additional HTML 116K
Information (Detail)
87: R75 Debt and Financing Arrangements - Components of HTML 43K
Net Financing Charges (Details)
88: R76 Stock-Based Compensation (Details) HTML 73K
89: R77 Earnings Per Share - Earnings Per Share (Detail) HTML 61K
90: R78 Earnings Per Share - Additional Information HTML 35K
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91: R79 Equity and Noncontrolling Interests - Equity HTML 145K
Attributable to Johnson Controls and
Noncontrolling Interests (Details)
92: R80 Equity and Noncontrolling Interests Equity and HTML 44K
Noncontrolling Interests - Additional Information
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93: R81 Equity and Noncontrolling Interests - Changes in HTML 52K
Redeemable Noncontrolling Interests (Details)
94: R82 Equity and Noncontrolling Interests - Accumulated HTML 123K
Other Comprehensive Income (Details)
95: R83 Derivative Instruments and Hedging Activities - HTML 132K
Location and Fair Values of Derivative Instruments
and Hedging Activities (Detail)
96: R84 Derivative Instruments and Hedging Activities HTML 56K
Derivative Instruments and Hedging Activities -
Offsetting Assets and Liabilities (Details)
97: R85 Derivative Instruments and Hedging Activities - HTML 83K
Location and Amount of Gains and Losses on
Derivative Instruments and Related Hedge Items
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98: R86 Derivative Instruments and Hedging Activities HTML 47K
Derivative Instruments and Hedging Activities -
Fixed Rate Bonds (Details)
99: R87 Derivative Instruments and Hedging Activities - HTML 78K
Additional Information (Detail)
100: R88 Fair Value Measurements - Assets and Liabilities HTML 157K
Measured at Fair Value (Detail)
101: R89 Fair Value Measurements - Additional Information HTML 39K
(Detail)
102: R90 Impairment of Long-Lived Assets (Details) HTML 56K
103: R91 Segment Information - Additional Information HTML 34K
(Detail)
104: R92 Segment Information - Financial Information HTML 76K
Related to Company's Reportable Segments (Detail)
105: R93 Guarantees - Additional Information (Detail) HTML 41K
106: R94 Product Warranties - Changes in Carrying Amount of HTML 50K
Product Warranty liability (Detail)
107: R95 TIFSA Condensed Income Statement (Details) HTML 134K
108: R96 TIFSA Condensed Statement of Comprehensive Income HTML 92K
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109: R97 TIFSA Condensed Balance Sheet (Details) HTML 225K
110: R98 TIFSA Condensed Statement of Cash Flows (Details) HTML 173K
111: R99 Commitments and Contingencies - Additional HTML 79K
Information (Detail)
112: R100 Related Party Transactions (Details) HTML 44K
114: XML IDEA XML File -- Filing Summary XML 214K
113: EXCEL IDEA Workbook of Financial Reports XLSX 150K
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Johnson Controls International plc 2012 Share and Incentive Plan (Amended and Restated as of March 8, 2017) (the “Plan”) Restricted Share Unit Award Agreement
Terms and Conditions for Restricted Share Units
RESTRICTED SHARE UNIT AWARD made in County Cork, Ireland as of March 9, 2017 (the “Grant Date”) pursuant to the Plan. Capitalized
terms that are not defined herein have the meaning ascribed to them in the Plan.
1.Grant of Award. Johnson Controls International plc (the “Company”) has granted you Restricted Share Units, as described in the grant notification letter that was issued to you (“Grant Letter”), subject to the provisions of these Terms and Conditions. The Company will hold the Restricted Share Units in a bookkeeping account on your behalf until they become payable or are forfeited or cancelled.
2.Payment Amount. Each Restricted Share Unit represents the right to receive, upon vesting, one (1) ordinary Share.
3.Form
and Timing of Payment. Unless otherwise set forth herein, vested Restricted Share Units will be paid solely inShares.Payment shall occur within forty-five (45) days after the vesting date, subject to your payment in full of all taxes due, if any, with respect to such Restricted Share Units.
4.Dividends. You will be credited with a Dividend Equivalent Unit (DEU) for any cash or share dividends distributed by the Company on the Company’s ordinary shares for each Restricted Share Unit that is unvested on the record date. DEUs will be calculated at the same dividend rate paid to other holders of ordinary shares. DEUs will vest in accordance with
the vesting schedule applicable to the underlying Restricted Share Units and shall be payable at the same time that the underlying Restricted Share Units are payable as provided herein.
5.Vesting. Except as otherwise provided herein, your Restricted Share Units will vest in full on the earlier of (1) the one (1) year anniversary of the Grant Date, and (2) the date of the Annual General Meeting of shareholders in respect of fiscal 2017, provided in each case that you are a member of the Company’s Board of Directors on such date (or your term of service ends on such date). No credit will be given for periods following Termination of Directorship.
6.Termination
of Directorship. Except as set forth in paragraphs 7 and 8, so long as your Termination of Directorship is for reasons other than Cause, your Restricted Share Units will accelerate and vest pro rata (in full month increments) based on the number of full months that you have served as a Director since the Grant Date and ending on the date of your Termination of Directorship divided by the original number of full months in the vesting period; provided that if your Termination of Directorship coincides with the next Annual General Meeting of Shareholders following the Grant Date (and results from your not standing for reelection), your Restricted Share
Units shall vest in full. Any unearned portion of your Award will immediately be forfeited and your rights with respect to such Restricted Share
Units will end.
7.Death or Disability. If your Termination of Directorship is a result of your Death or Disability, your Award will become fully vested as of your Termination of Directorship. If you are deceased, the Company will make a payment to your estate.
8.Change in Control. In the event of a Change in Control, as defined in the Plan, and your Termination of Directorship occurs in connection with such Change in Control, Restricted Share Units will immediately become fully vested as of your Termination of Directorship.
9.Forfeiture
of Award. If your services as a Director of the Company have been terminated for Cause, then any unvested Restricted Share Units shall be immediately rescinded and you will forfeit any rights you have with respect to such Units.
10.Withholdings; Tax Recovery. The Company will have the right, prior to any issuance or delivery of Shares on your Restricted Share Units, to withhold or require from you the payment of the amount necessary to satisfy applicable tax requirements.
11.Transfer of Award. You may not
transfer any interest in Restricted Share Units except by will or the laws of descent and distribution. Any other attempt to dispose of your interest in Restricted Share Units will be null and void.
12.Successors. All obligations of the Company under this Award shall be binding on any successor to the Company. The terms of this Award and the Plan shall be binding upon and inure to your benefit and the benefit of your heirs, executors, administrators or legal representatives.
13.Securities Compliance. The
Company may place a legend or legends upon the certificates for Shares issued under the Plan and may issue “stop transfer” instructions to its transfer agent in respect of such Shares as it determines to be necessary or appropriate to (a) prevent a violation of, or to obtain an exemption from, the registration requirements of the Securities Act of 1933, as amended, applicable state securities laws or other legal requirements, or (b) implement the provisions of the Plan, this Award or any other agreement between you and the Company with respect to such Shares.
14.Legal Compliance. The granting of this Award and the issuance of Shares under this Award shall be subject to all applicable laws, rules, and regulations and to such approvals by
any governmental agencies or national securities exchanges as may be required. The Company will not be required to deliver any Shares until all applicable federal and state laws and regulations have been complied with and all legal matters in connection with the issuance and delivery of the Shares have been approved by the appropriate counsel of the Company.
15.Governing Law; Arbitration. This Award, and the interpretation of this Award Agreement, shall be governed by (a) the internal laws of Ireland (without reference to conflict of law principles thereof that would direct the application of the laws of another jurisdiction) with respect to the validity and authorization
of any Shares issued under this Award, and (b) the internal laws of the State of Wisconsin (without reference to conflict of law principles thereof that would
direct the application of the laws of another jurisdiction) with respect to all other matters. Arbitration will be conducted per the provisions in the Plan.
16.Plan Terms Govern. The redemption of Restricted Share Units, the disposition of any Shares received for Restricted Share Units, and the treatment of any gain on the disposition of these Shares are subject to the terms of the Plan and any rules that the Committee may prescribe. The Plan document, as may be amended from time to time, is incorporated
by reference into these Terms and Conditions. Except with respect to the choice of law provision, in the event of any conflict between the terms of the Plan and the terms of these Terms and Conditions, the terms of the Plan will control. By accepting the Award, you acknowledge receipt of the Plan and the prospectus, as in effect on the date of these Terms and Conditions. These Terms and Conditions and the Plan constitute the entire understanding between you and the Company regarding the Restricted Share Units. These Terms and Conditions supersede any prior agreements, commitments or negotiations concerning the Restricted Share Units.
17.Data Privacy and Sharing. As a condition of the granting of the Award, you acknowledge and agree that it is
necessary for some of your personal identifiable information to be provided to certain employees of the Company, the third party data processor that administers the Plan and the Company’s designated third party broker in the United States. These transfers will be made pursuant to a contract that requires the processor to provide adequate levels of protection for data privacy and security interests in accordance with the EU Data Privacy Directive 95/46 EC and the implementing legislation of your home country (or any successor or superseding regulation). By acknowledging the Award, you acknowledge having been informed of the processing of your personal identifiable information described in the preceding paragraph
and consent to the Company collecting and transferring to the Company's Shareholder Services Department, and its independent benefit plan administrator and third party broker, your personal data that are necessary to administer the Award and the Plan. You understand that your personal information may be transferred, processed and stored outside of your home country in a country that may not have the same data protection laws as your home country, for the purposes mentioned in this Award.
18.No Contract or Promise of Future Grants. By accepting the Award, you agree to be bound
by these Terms and Conditions and acknowledge that the Award is granted at the sole discretion of the Company and is not considered part of any contract of service as a Board member with the Company or other compensation. Nothing in these Terms and Conditions or the Plan gives you any right to continue in the service as a Board member with the Company or any of its Subsidiaries or to interfere in any way with the right of the Company to terminate your Directorship
at any time. If your service as a Board member with the Company is terminated for any reason, whether lawfully or unlawfully, you agree that you will not be entitled by way of damages for breach of contract, dismissal or compensation for loss of office or otherwise to any sum, shares or other benefits to compensate you for the loss or diminution in value of any actual or prospective rights, benefits or expectation under or in relation to the Plan.
19.Electronic Delivery. The Company or its Affiliates may, in its or their sole discretion, decide to deliver any documents related
to current or future participation in the Plan or related to this Award by electronic means. You hereby consent to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. You hereby agree that all on-line acknowledgements shall have the same force and effect as a written signature.
20.Limitations. Payment of your Restricted Share Units is not secured by a trust, insurance contract
or other funding medium, and you do not have any interest in any fund or specific asset of the Company by reason of this Award or the account established on your behalf. You have no rights as a stockholder of the Company pursuant to the Restricted Share Units until Shares are actually delivered to you.
21.Severability. The invalidity or unenforceability of any provision of these Terms and Conditions will not affect the validity or enforceability of the other provisions of the Agreement, which will remain in full force and effect. Moreover, if any provision is found to be excessively broad in duration, scope or covered activity, the provision will be construed so
as to be enforceable to the maximum extent compatible with applicable law.
22.Sections 409A and 457A. The award is intended to be an exempt “short-term deferral” under Sections 409A and 457A of the Internal Revenue Code of the United States. The Committee may make such modifications to these Terms and Conditions as it deems necessary or appropriate to ensure that the Award is exempt from Sections 409A and 457A to the extent applicable.
By accepting this Award, you agree to the following:
(i)you have carefully read, fully understand and agree to all of the terms and conditions described in these Terms and Conditions and the Plan; and
(ii)you
understand and agree that these Terms and Conditions and the Plan constitute the entire understanding between you and the Company regarding the Award, and that any prior agreements, commitments or negotiations concerning the Restricted Share Units are replaced and superseded.
You will be deemed to consent to the application of the terms and conditions set forth in these Terms and Conditions and the Plan unless you contact Johnson Controls International plc, c/o Johnson Controls, Inc., Attn: Shareholder Services, 5757 N Green Bay Ave, Milwaukee, WI53209
in writing within thirty (60) days of the date of these Terms and Conditions. Notification of your non-consent will nullify this grant unless otherwise agreed to in writing by you and the Company.
The Company has caused this Award to be executed by one of its authorized officers as of the date of grant.
