Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.13M
2: EX-10.19 Material Contract HTML 213K
3: EX-10.20 Material Contract HTML 138K
4: EX-10.22 Material Contract HTML 142K
5: EX-10.24 Material Contract HTML 55K
6: EX-10.32 Material Contract HTML 55K
7: EX-10.33 Material Contract HTML 162K
10: EX-21.1 Subsidiaries List HTML 47K
11: EX-23.1 Consent of Experts or Counsel HTML 49K
8: EX-12.1 Statement re: Computation of Ratios HTML 68K
9: EX-18.1 Letter re: Change in Accounting Principles HTML 47K
12: EX-31.1 Certification -- §302 - SOA'02 HTML 53K
13: EX-31.2 Certification -- §302 - SOA'02 HTML 53K
14: EX-32.1 Certification -- §906 - SOA'02 HTML 48K
21: R1 Document and Entity Information HTML 79K
22: R2 Consolidated Statements of Income HTML 141K
23: R3 Consolidated Statements of Comprehensive Income HTML 75K
(Loss)
24: R4 Consolidated Statements of Financial Position HTML 148K
25: R5 Consolidated Statements of Financial Position HTML 66K
(Parenthetical)
26: R6 Consolidated Statements of Cash Flows HTML 170K
27: R7 Consolidated Statements of Shareholders' Equity HTML 70K
Attributable to Johnson Controls, Inc.
28: R8 Consolidated Statements of Shareholders' Equity HTML 48K
Attributable to Johnson Controls, Inc.
(Parenthetical)
29: R9 Summary of Significant Accounting Policies (Notes) HTML 168K
30: R10 Merger Transaction (Notes) HTML 144K
31: R11 Acquisitions and Divestitures (Notes) HTML 144K
32: R12 Discontinued Operations (Notes) HTML 93K
33: R13 Inventories (Notes) HTML 57K
34: R14 Property, Plant and Equipment (Notes) HTML 66K
35: R15 Goodwill and Other Intangible Assets (Notes) HTML 180K
36: R16 Leases (Notes) HTML 66K
37: R17 Debt and Financing Arrangements (Notes) HTML 139K
38: R18 Derivative Instruments and Hedging Activities HTML 220K
(Notes)
39: R19 Fair Value Measurements (Notes) HTML 162K
40: R20 Stock-based Compensation (Notes) HTML 150K
41: R21 Earnings Per Share (Notes) HTML 79K
42: R22 Equity and Noncontrolling Interests (Notes) HTML 232K
43: R23 Retirement Plans (Notes) HTML 678K
44: R24 Significant Restructuring and Impairment Costs HTML 232K
(Notes)
45: R25 Impairment of Long-Lived Assets (Notes) HTML 60K
46: R26 Income Taxes (Notes) HTML 197K
47: R27 Segment Information (Notes) HTML 305K
48: R28 Nonconsolidated Partially-Owned Affiliates (Notes) HTML 77K
49: R29 Guarantees (Notes) HTML 65K
50: R30 Tyco International Finance S.A. (Notes) HTML 470K
51: R31 Commitments and Contingencies (Notes) HTML 68K
52: R32 Related Party Transactions (Notes) HTML 59K
53: R33 Subsequent Event (Notes) HTML 50K
54: R34 Valuation and Qualifying Accounts HTML 82K
55: R35 Summary of Significant Accounting Policies HTML 230K
(Policies)
56: R36 Summary of Significant Accounting Policies HTML 64K
(Tables)
57: R37 Merger Transaction (Tables) HTML 104K
58: R38 Discontinued Operations Discontinued Operations HTML 78K
(Tables)
59: R39 Discontinued Operations Assets and Liabilities HTML 56K
Held for Sale (Tables)
60: R40 Inventories (Tables) HTML 57K
61: R41 Property, Plant and Equipment (Tables) HTML 62K
62: R42 Goodwill and Other Intangible Assets (Tables) HTML 168K
63: R43 Leases (Tables) HTML 61K
64: R44 Debt and Financing Arrangements (Tables) HTML 118K
65: R45 Derivative Instruments and Hedging Activities HTML 193K
(Tables)
66: R46 Fair Value Measurements (Tables) HTML 148K
67: R47 Stock-based Compensation (Tables) HTML 133K
68: R48 Earnings Per Share (Tables) HTML 73K
69: R49 Equity and Noncontrolling Interests (Tables) HTML 209K
70: R50 Retirement Plans (Tables) HTML 668K
71: R51 Significant Restructuring and Impairment Costs HTML 73K
Change in Restructuring Reserve - 2016
Restructuring Plan (Tables)
72: R52 Significant Restructuring and Impairment Costs HTML 70K
Changes in Restructuring Reserve - 2015
Restructuring Plan (Tables)
73: R53 Significant Restructuring and Impairment Costs HTML 99K
Changes in Restructuring Reserve - 2014
Restructuring Plan (Tables)
74: R54 Significant Restructuring and Impairment Costs HTML 122K
Changes in Restructuring Reserve - 2013
Restructuring Plan (Tables)
75: R55 Income Taxes (Tables) HTML 169K
76: R56 Segment Information (Tables) HTML 292K
77: R57 Nonconsolidated Partially-Owned Affiliates HTML 75K
(Tables)
78: R58 Guarantees (Tables) HTML 61K
79: R59 Tyco International Finance S.A. (Tables) HTML 466K
80: R60 Related Party Transactions (Tables) HTML 54K
81: R61 Summary of Significant Accounting Policies HTML 69K
Carrying Amounts and Classification of Assets and
Liabilities for Consolidated VIE's (Detail)
82: R62 Summary of Significant Accounting Policies HTML 136K
Accounting Policies (Details)
83: R63 Summary of Significant Accounting Policies HTML 76K
Variable Interest Entities, Additional Information
(Details)
84: R64 Merger Transaction (Details) HTML 126K
85: R65 Merger Transaction Business Acquisition, Pro Forma HTML 66K
Information (Details)
86: R66 Merger Transaction Fair Value of Consideration HTML 89K
Transferred (Details)
87: R67 Acquisitions and Divestitures Acquisitions HTML 110K
(Details)
88: R68 Acquisitions and Divestitures Divestitures HTML 145K
(Details)
89: R69 Discontinued Operations Discontinued Operations HTML 73K
(Details)
90: R70 Discontinued Operations Discontinued Operations HTML 125K
Additional Information (Details)
91: R71 Discontinued Operations Assets and Liabilities HTML 60K
Held for Sale Additional Information (Details)
92: R72 Discontinued Operations Assets and Liabilities HTML 91K
Held for Sale (Details)
93: R73 Inventories Schedule of Inventories (Details) HTML 56K
94: R74 Property, Plant and Equipment Schedule of HTML 66K
Property, Plant and Equipment (Details)
95: R75 Property, Plant and Equipment (Details) HTML 61K
96: R76 Goodwill and Other Intangible Assets Changes in HTML 95K
Carrying Amount of Goodwill (Details)
97: R77 Goodwill and Other Intangible Assets Goodwill HTML 75K
Additional Information (Details)
98: R78 Goodwill and Other Intangible Assets Other HTML 80K
Intangible Assets (Details)
99: R79 Goodwill and Other Intangible Assets Other HTML 64K
Intangible Assets Additional Information (Details)
100: R80 Leases (Details) HTML 51K
101: R81 Leases Future Minimum Capital and Operating Lease HTML 87K
Payments and Related Present Value of Capital
Lease Payments (Details)
102: R82 Debt and Financing Arrangements Short-Term Debt HTML 50K
(Details)
103: R83 Debt and Financing Arrangements Long-Term Debt HTML 122K
(Details)
104: R84 Long-Term Debt Additional Details (Details) HTML 121K
105: R85 Debt and Financing Arrangements Short and HTML 156K
Long-term Debt Additional Information (Details)
106: R86 Debt and Financing Arrangements Financing HTML 226K
Arrangements (Details)
107: R87 Debt and Financing Arrangements Net Financing HTML 56K
Charges (Details)
108: R88 Derivative Instruments and Hedging Activities HTML 55K
Outstanding Commodity Hedge Contracts (Details)
109: R89 Derivative Instruments and Hedging Activities HTML 101K
Location and Fair Values of Derivative Instruments
and Hedging Activities (Details)
110: R90 Derivative Instruments and Hedging Activities HTML 86K
Location and Amount of Gains and Losses Gross of
Tax on Derivative Instruments and Related Hedge
Items (Details)
111: R91 Derivative Instruments and Hedging Activities HTML 70K
Derivative Assets and Liabilties, Offsetting
(Details)
112: R92 Derivative Instruments and Hedging Activities HTML 147K
Derivatives, Additional Information (Details)
113: R93 Fair Value Measurements Assets and Liabilities HTML 187K
Measured at Fair Value (Details)
114: R94 Fair Value Measurements Fair Value Disclosure, HTML 98K
Additional Information (Details)
115: R95 Stock-based Compensation (Details) HTML 108K
116: R96 Stock-based Compensation Assumptions Used in HTML 62K
Black-Scholes Option Valuation Model (Details)
117: R97 Stock-based Compensation Summary of Stock Option HTML 91K
Activity (Details)
118: R98 Stock-based Compensation Assumptions Used in HTML 68K
Black-Scholes Stock Appreciation Rights Valuation
Model (Details)
119: R99 Stock-based Compensation Summary of Stock HTML 84K
Appreciation Rights Activity (Details)
120: R100 Summary of Nonvested Restricted Stock Awards HTML 80K
(Details)
121: R101 Stock-based Compensation Summary of Nonvested HTML 76K
Performance Share Awards (Details)
122: R102 Earnings Per Share (Details) HTML 50K
123: R103 Reconciliation of the numerators and denominators HTML 84K
(Details)
124: R104 Equity and Noncontrolling Interests Equity HTML 159K
Attributable to Johnson Controls, Inc. and
Noncontrolling Interests (Details)
125: R105 Equity and Noncontrolling Interests Equity HTML 93K
Attributable to Johnson Controls, Inc. and
Noncontrolling Interests (Additional Information)
(Details)
126: R106 Equity and Noncontrolling Interests Changes in HTML 71K
Redeemable Noncontrolling Interests (Details)
127: R107 Equity and Noncontrolling Interests Accumulated HTML 143K
Other Comprehensive Income (Details)
128: R108 Retirement Plans (Details) HTML 82K
129: R109 Retirement Plans Projected Benefit Payments from HTML 68K
Plans (Details)
130: R110 Plan Assets by Asset Category (Details) HTML 197K
131: R111 Retirement Plans Summary of Changes in Fair Value HTML 80K
of Assets Measured Using Significant Unobservable
Inputs (Level 3) (Details)
132: R112 Retirement Plans Accumulated Benefit Obligations HTML 253K
and Reconciliations of Changes in Projected
Benefit Obligation, Changes in Plan Assets and
Funded Status (Details)
133: R113 Amounts in Accumulated Other Comprehensive Income, HTML 59K
Exclusive of Tax Impacts, that have not yet been
Recognized as Components of Net Periodic Benefit
Costs (Details)
134: R114 Amounts in Accumulated Other Comprehensive Income HTML 115K
Expected to be Recognized as Components of Net
Periodic Benefit Cost over Next Fiscal Year
(Details)
135: R115 Retirement Plans Components of Net Periodic HTML 104K
Benefit Cost (Details)
136: R116 Significant Restructuring and Impairment Costs HTML 185K
(Detail)
137: R117 Significant Restructuring and Impairment Costs HTML 380K
(Changes in Company's Restructuring Reserve)
(Detail)
138: R118 Impairment of Long-Lived Assets (Details) HTML 96K
139: R119 Income Taxes Significant Components of Company's HTML 79K
Income Tax Provision from Continuing Operations
(Details)
140: R120 Income Taxes Reconciliation of Beginning and HTML 65K
Ending Amount of Unrecognized Tax Benefits
(Details)
141: R121 Income Taxes Tax Jurisdictions and Years Currently HTML 83K
under Audit Exam (Details)
142: R122 Income Taxes Components of Provision for Income HTML 103K
Taxes on Continuing Operations (Details)
143: R123 Income Taxes Deferred Taxes Classified in HTML 54K
Consolidated Statements of Financial Position
(Detail)
144: R124 Income Taxes Temporary Differences And HTML 86K
Carryforwards in Deferred Tax Assets and
Liabilities (Details)
145: R125 Income Taxes Valuation Allowance, Additional HTML 51K
Details (Details)
146: R126 Income Taxes Uncertain Tax Position, Additional HTML 59K
Information (Details)
147: R127 Income Taxes Other Tax Matters (Details) HTML 113K
148: R128 Income Taxes Changes in Tax Legislation and HTML 63K
Statutory Tax Rate (Details)
149: R129 Income Taxes Income Taxes, Continuing Operations HTML 67K
(Details)
150: R130 Segment Information (Details) HTML 54K
151: R131 Segment Information Financial Information Related HTML 148K
to Company's Reportable Segments (Details)
152: R132 Segment Information Financial Information Related HTML 81K
to Company's Reportable Segments (Additional
Information) (Details)
153: R133 Segment Information Geographic Segments (Details) HTML 67K
154: R134 Nonconsolidated Partially-Owned Affiliates HTML 47K
(Detail)
155: R135 Nonconsolidated Partially-Owned Affiliates HTML 77K
Summarized Balance Sheet Data (Detail)
156: R136 Nonconsolidated Partially-Owned Affiliates HTML 63K
Summarized Income Statement Data (Detail)
157: R137 Guarantees (Details) HTML 70K
158: R138 Tyco International Finance S.A. (Details) HTML 134K
159: R139 Tyco International Finance S.A. Condensed HTML 102K
Statement of Comprehensive Income (Details)
160: R140 TYCO INTERNATIONAL FINANCE S.A. Condensed Balance HTML 242K
Sheet (Details)
161: R141 TYCO INTERNATIONAL FINANCE S.A. Condensed HTML 171K
Statement of Cash Flow (Details)
162: R142 Commitments and Contingencies (Detail) HTML 87K
163: R143 Related Party Transactions (Details) HTML 58K
164: R144 Subsequent Event (Details) HTML 52K
165: R145 Valuation and Qualifying Accounts Schedule II HTML 72K
(Details)
167: XML IDEA XML File -- Filing Summary XML 315K
166: EXCEL IDEA Workbook of Financial Reports XLSX 250K
15: EX-101.INS XBRL Instance -- jci-20160930 XML 11.40M
17: EX-101.CAL XBRL Calculations -- jci-20160930_cal XML 421K
18: EX-101.DEF XBRL Definitions -- jci-20160930_def XML 2.67M
19: EX-101.LAB XBRL Labels -- jci-20160930_lab XML 4.26M
20: EX-101.PRE XBRL Presentations -- jci-20160930_pre XML 3.24M
16: EX-101.SCH XBRL Schema -- jci-20160930 XSD 462K
168: ZIP XBRL Zipped Folder -- 0000833444-16-000216-xbrl Zip 765K
[Executive Name] c/o Johnson Controls, Inc. 5757 N Green Bay Ave. Milwaukee, WI53209
Re:
Change
of Control Executive Employment Agreement
Dear [First Name]:
As you know, Johnson Controls, Inc., a Wisconsin corporation (the “Company”), has entered into that certain Agreement and Plan of Merger, dated as of January 24, 2016 (the “Merger Agreement”), with Tyco International plc, an Irish public limited company (“Parent”), and Jagara Merger Sub, LLC, a Wisconsin limited liability company and an indirect, wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which, at the Effective Time (as defined in the Merger Agreement), Merger Sub shall
merge with and into the Company, with the Company surviving (the “Merger”). Although the Merger does not constitute a “Change of Control” within the meaning of that certain Change of Control Executive Employment Agreement, dated as of July 28, 2010 (the “COC Employment Agreement”), by and between the Company and you, the Company intends to activate certain of the provisions of the COC Employment Agreement in connection with the Merger as described in further detail in this letter agreement
(the “Letter Agreement”).
Capitalized terms used in this Letter Agreement without definition shall have the meanings ascribed to such terms in the COC Employment Agreement. If the Merger Agreement is terminated by the parties thereto without the consummation of the transactions contemplated thereby, this Letter Agreement shall be null and void ab initio and of no further force or effect.
1. Assumption of COC Employment Agreement. In accordance with the Merger Agreement, the COC Employment Agreement shall be assumed by Parent as of the Effective Time.
2. Change of Control; Employment Period. Notwithstanding the definition of Change of Control in the COC Employment Agreement, for purposes
of the COC Employment Agreement, the Merger shall be deemed to constitute a Change of Control and you shall be entitled to the rights and remedies, and have the obligations, set forth in the COC Employment Agreement as though a Change of Control occurred as of the Effective Time; provided that Sections 3(b)(ii)–(viii) shall have no application in respect of the Employment Period (as defined in the COC Employment Agreement) activated in respect of the Merger. In addition, notwithstanding Section 2 of the COC Employment Agreement, the Employment Period activated in respect of the Merger shall commence at the Effective Time and end on the third anniversary of the Effective Date (as defined in the COC Employment Agreement), subject to Section 4 of the COC Employment Agreement. For purposes of clarity, upon the occurrence of the Effective Time, the COC Employment Agreement shall supersede and replace in all respects that certain
Executive Employment Agreement, dated as of July 28, 2010, by and between the Company and the Executive, which shall cease to be of any force and effect.
3. Good Reason. In consideration of the Company’s agreement to treat the Merger as a Change of Control under the COC Employment Agreement, you acknowledge and agree that (a) neither (i) the appointment of George R. Oliver to serve as President and Chief Operating Officer following the Merger[, nor] (ii) the implementation of the succession plan set forth in Section 6.10(a) of the Merger Agreement, [nor (iii) the requirement that you report to the
President
and Chief Operating Officer following the Merger,] shall in and of itself constitute Good Reason for purposes of Section 4(d)(i) of the COC Employment Agreement; and (b) the reference to “Section 3(b)” in Section 4(d)(ii) shall be deemed to refer solely to “Section 3(b)(i)” for purposes of the Employment Period activated in respect of the Merger.
4. Equity Awards. The Company hereby agrees that, with respect to any equity awards held by you that are granted under the Johnson Controls, Inc. 2012 Omnibus Incentive Plan (the “Plan”), the reference to “twenty-four (24) months” in Section 18(c)(iii) of the Plan shall, solely with respect to termination events occurring within 36 months following the Merger, be deemed to be “thirty-six (36)
months.”
5. Miscellaneous.
(a) Amendments. This Letter Agreement may not be amended or modified other than by a written agreement executed by the parties hereto or their respective successors or legal representatives.
(b) Governing Law. This Agreement shall be governed by the laws of the State of Wisconsin, without reference to conflict of law principles thereof.
(c) Entire Agreement. This Letter Agreement, together with the COC Employment Agreement, constitutes the complete understanding between the parties hereto relating to the subject matter hereof, and supersedes in its entirety any prior oral or written agreements,
understandings, or representations relating to the subject matter hereof.
[Signature Page Follows]
2
Please confirm your agreement to all of the foregoing by executing this Letter Agreement as indicated below.