0001047469-16-017153.txt : 20161212 0001047469-16-017153.hdr.sgml : 20161212 20161212163259 ACCESSION NUMBER: 0001047469-16-017153 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20161209 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20161212 DATE AS OF CHANGE: 20161212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Johnson Controls International plc CENTRAL INDEX KEY: 0000833444 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13836 FILM NUMBER: 162046607 BUSINESS ADDRESS: STREET 1: ONE ALBERT QUAY STREET 2: ALBERT QUAY CITY: CORK STATE: L2 ZIP: 00000 BUSINESS PHONE: 609-720-4200 MAIL ADDRESS: STREET 1: 5757 N. GREEN BAY AVENUE STREET 2: P.O. BOX 591 CITY: MILWAUKEE STATE: WI ZIP: 53201 FORMER COMPANY: FORMER CONFORMED NAME: TYCO INTERNATIONAL plc DATE OF NAME CHANGE: 20141117 FORMER COMPANY: FORMER CONFORMED NAME: TYCO INTERNATIONAL LTD DATE OF NAME CHANGE: 20100408 FORMER COMPANY: FORMER CONFORMED NAME: TYCO INTERNATIONAL LTD /BER/ DATE OF NAME CHANGE: 19970715 8-K 1 a2230488z8-k.htm 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 9, 2016

JOHNSON CONTROLS INTERNATIONAL PLC
(Exact name of registrant as specified in its charter)


Ireland (State or Other Jurisdiction of Incorporation)		001-13836 (Commission File Number)		98-0390500 (IRS Employer Identification Number)

1 Albert Quay
Cork, Ireland
(Address of principal executive offices)

Registrant's telephone number, including area code: 353-21-423-5000

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

ý: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o: Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o: Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o: Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

In connection with Johnson Controls International plc's (the "Company") previously announced offers to exchange all validly tendered and accepted notes of certain series (the "existing notes") issued by Johnson Controls, Inc. ("JCI Inc.") or Tyco International Finance S.A. ("TIFSA"), as applicable, each of which is a wholly owned subsidiary of the Company, for new notes to be issued by the Company and the related solicitation of consents to amend the indentures governing the existing notes (the offers to exchange and the related consent solicitation together the "exchange offers"), on December 9, 2016, JCI Inc. and U.S. Bank National Association, a national banking association, as trustee (the "JCI Inc. Trustee"), entered into that certain (i) Supplemental Indenture No. 1 (the "2006 Supplemental Indenture") in respect of the Indenture, dated as of January 17, 2006, between JCI Inc. and the JCI Inc. Trustee (the "2006 Base Indenture"), (ii) Supplemental Indenture No. 3 (the "2009 Supplemental Indenture") in respect of the Indenture, dated as of March 16, 2009, between JCI Inc. and the JCI Inc. Trustee (the "2009 Base Indenture") and (iii) Supplemental Indenture No. 1 (the "1995 Supplemental Indenture" and together with the 2006 Supplemental Indenture and the 2009 Supplemental Indenture, the "JCI Inc. Supplemental Indentures") in respect of the Indenture, dated as of February 22, 1995, between JCI Inc. and the JCI Inc. Trustee (the "1995 Base Indenture" and together with the 2006 Base Indenture and the 2009 Base Indenture, the "JCI Inc. Base Indentures").

Also in connection with the exchange offers, on December 9, 2016, TIFSA and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the "TIFSA Trustee"), entered into that certain (i) Fourth Supplemental Indenture (the "Fourth Supplemental Indenture") in respect of the Indenture, dated as of February 25, 2015, between TIFSA and the TIFSA Trustee (the "2015 Base Indenture") and (ii) Sixth Supplemental Indenture (the "Sixth Supplemental Indenture" and together with the Fourth Supplemental Indenture , the "TIFSA Supplemental Indentures") in respect of the Indenture, dated as of January 9, 2009, between TIFSA and the TIFSA Trustee (the "2009 Base Indenture" and together with the 2015 Base Indenture, the "TIFSA Base Indentures").

The TIFSA Supplemental Indentures and the JCI Inc. Supplemental Indentures are collectively referred to as the "Supplemental Indentures." The TIFSA Base Indentures and the JCI Inc. Base Indentures are collectively referred to as the "Base Indentures"

The Supplemental Indentures eliminate various covenants, event of default provisions and other provisions under the Base Indentures and existing notes, and, with respect to the existing notes issued by TIFSA, release the guarantees by each of the Company and Tyco Fire & Security Finance S.C.A. of the due and punctual payment of the principal of, premium, if any, and interest on, such existing notes when and as the same shall become due and payable under the applicable TIFSA Base Indenture (collectively, the "Proposed Amendments"). The summaries of the Supplemental Indentures do not purport to be complete and are qualified in their entirety by reference to the full text of the Supplemental Indentures, which are attached to this Current Report on Form 8-K as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5, respectively, and are incorporated by reference into this Item 1.01.

Each Supplemental Indenture became effective upon execution, and as a result, holders of existing notes will not be able to revoke properly delivered consents with respect to any series of existing notes. The exchange offers commenced on November 28, 2016 and will expire at 11:59 p.m. New York City time on December 23, 2016, unless extended (the "Expiration Date"), and the Proposed Amendments are expected to become operative on or about the second business day following the Expiration Date.

Item 3.03. Material Modification to Rights of Security Holders.

The description of the Supplemental Indentures contained under Item 1.01 above is incorporated by reference into this Item 3.03.

Item 8.01. Other Events.

On December 12, 2016, the Company issued a press release announcing the early tender results of the exchange offers as of 5:00 p.m., New York City time, on December 9, 2016. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Item 9.01. Financial Statements and Exhibits.

(d): Exhibits.

Exhibit No.			Exhibit Description

	4.1		Supplemental Indenture No. 1, dated December 9, 2016, between Johnson Controls, Inc. and U.S. Bank National Association, as trustee.
	4.2		Supplemental Indenture No. 1, dated December 9, 2016, between Johnson Controls, Inc. and U.S. Bank National Association, as trustee.
	4.3		Supplemental Indenture No. 3, dated December 9, 2016, between Johnson Controls, Inc. and U.S. Bank National Association, as trustee.
	4.4		Sixth Supplemental Indenture, dated December 9, 2016, among Tyco International Finance S.A., Johnson Controls International plc (formerly named Tyco International plc), Tyco Fire & Security Finance S.C.A. and Deutsche Bank Trust Company Americas, as trustee.
	4.5		Fourth Supplemental Indenture, dated December 9, 2016, among Tyco International Finance S.A., Johnson Controls International plc (formerly named Tyco International plc), Tyco Fire & Security Finance S.C.A. and Deutsche Bank Trust Company Americas, as trustee.
	99.1		Press Release, issued December 12, 2016.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit No.			Exhibit Description

	4.1		Supplemental Indenture No. 1, dated December 9, 2016, between Johnson Controls, Inc. and U.S. Bank National Association, as trustee.
	4.2		Supplemental Indenture No. 1, dated December 9, 2016, between Johnson Controls, Inc. and U.S. Bank National Association, as trustee.
	4.3		Supplemental Indenture No. 3, dated December 9, 2016, between Johnson Controls, Inc. and U.S. Bank National Association, as trustee.
	4.4		Sixth Supplemental Indenture, dated December 9, 2016, among Tyco International Finance S.A., Johnson Controls International plc (formerly named Tyco International plc), Tyco Fire & Security Finance S.C.A. and Deutsche Bank Trust Company Americas, as trustee.
	4.5		Fourth Supplemental Indenture, dated December 9, 2016, among Tyco International Finance S.A., Johnson Controls International plc (formerly named Tyco International plc), Tyco Fire & Security Finance S.C.A. and Deutsche Bank Trust Company Americas, as trustee.
	99.1		Press Release, issued December 12, 2016.

EX-4.1 2 a2230488zex-4_1.htm EX-4.1

Exhibit 4.1

SUPPLEMENTAL INDENTURE NO. 1

THIS SUPPLEMENTAL INDENTURE NO. 1, dated as of December 9, 2016 (this “Supplemental Indenture”), is by and between Johnson Controls, Inc., a Wisconsin corporation (the “Company”), and U.S. Bank National Association, a national banking association (as successor to Chemical Bank Delaware), as trustee (the “Trustee”).

WHEREAS, the Company and the Trustee are party to that certain Indenture, dated as of February 22, 1995 (the “Base Indenture” and as amended, supplemented or otherwise modified on or prior to the date hereof, the “Indenture”);

WHEREAS, the Company executed and delivered an Officers’ Certificate Pursuant to Section 3.01 of the Indenture, dated December 12, 1995 (the “1995 Officer’s Certificate”), to provide for the issuance of the Company’s 6.950% Debentures due December 1, 2045 (the “6.950% Notes”);

WHEREAS, the Company executed and delivered an Officers’ Certificate Pursuant to Section 3.01 of the Indenture, dated July 11, 1997 (the “1997 Officers’ Certificate”), to provide for the issuance of the Company’s 7.125% Notes Due July 15, 2017 (the “7.125% Notes” and together with the 6.950% Notes, the “Notes”);

WHEREAS, Section 11.02 of the Base Indenture provides that the Indenture may be amended with the consent of the Holders of greater than 50% in aggregate principal amount of the Outstanding Debt Securities of each series affected by such supplemental indenture (the “Requisite Consents”), subject to certain exceptions specified in Section 11.02 of the Base Indenture;

WHEREAS, Johnson Controls International plc, a public limited company organized under the laws of Ireland (“JCI plc”) and the indirect parent of the Company, has solicited consents (the “Consent Solicitation”) from eligible Holders of the Notes to certain proposed amendments to the Indenture as set forth herein (the “Proposed Amendments”), pursuant to the terms of JCI plc’s Prospectus on Form S-4 as filed with the Securities Exchange Commission on December 8, 2016 (the “Prospectus”);

WHEREAS, pursuant to the Consent Solicitation the Requisite Consents for the adoption of the Proposed Amendments have been obtained, and this Supplemental Indenture complies with the requirements of Article Eleven and is authorized and permitted by the Indenture, all as certified by an Officer’s Certificate delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture;

WHEREAS, the Company desires and has requested the Trustee to join with it in entering into this Supplemental Indenture for the purpose of amending the Indenture to adopt the Proposed Amendments as permitted by Section 11.02 of the Base Indenture; and

WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by a Board Resolution;

NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows:

SECTION 1. Capitalized Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture.

SECTION 2. Proposed Amendments. Subject to Section 5 below, the Indenture is hereby amended by deleting the following sections of the Indenture in their entirety:

Section 5.05 of the Base Indenture		(Limitation on Secured Debt)
Section 5.06 of the Base Indenture		(Sale and Leaseback Transactions)
Section 5.07 of the Base Indenture		(Restrictions on Transfer of Principal Property to Unrestricted Subsidiaries)
Section 12.01 of the Base Indenture		(Company May Consolidate, etc., on Certain Terms)

Any and all references to any Sections of the Indenture or Global Debt Securities which are deleted by any Section of this Supplemental Indenture and any and all obligations thereunder related solely to such deleted Sections throughout the Indenture or Global Debt Securities are of no further force or effect. Any and all terms defined in the Indenture or Global Debt Securities which are used in any Sections of the Indenture or Global Debt Securities which are deleted by any Section of this Supplemental Indenture and which are not otherwise used in any other Section of the Indenture or Global Debt Securities not affected by this Supplemental Indenture are hereby deleted. By consenting to the Proposed Amendments, each Holder of the Notes will be deemed to have waived any default, event of default or other consequence under the Indenture for failure to comply with the terms of the provisions identified in this Section 2 (whether before or after the date hereof).

SECTION 3. Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 4. Successors. All agreements by the parties in this Supplemental Indenture shall bind their respective successors.

SECTION 5. Effectiveness. This Supplemental Indenture shall become effective upon execution by all parties hereto. The Proposed Amendments shall become effective on the Settlement Date (as defined in the Prospectus).

SECTION 6. Endorsement and Change of Form of Notes. Any Notes authenticated and delivered after the close of business on the date that the provisions of Section 2 of this

Supplemental Indenture become effective may be affixed to, stamped, imprinted or otherwise legended by the Trustee, with a notation as follows:

“Effective as of [ ], 201[6], substantially all of the restrictive covenants in the Indenture have been eliminated and certain other provisions have been eliminated or modified, as provided in the Supplemental Indenture, dated as of [ ], 201[6]. Reference is hereby made to said Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.”

SECTION 7. Ratification of Indenture; Supplemental Indenture Part of Indenture. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Subject to Section 15.07 of the Base Indenture, in the case of conflict between the Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control.

SECTION 8. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

SECTION 9. Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original and such counterparts shall together constitute but one and the same instrument.

SECTION 10. Effect of Headings. The Section headings herein have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 11. Trustee Not Responsible for Recitals. The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. The Trustee enters into this Supplemental Indenture to give effect to the commercial agreement reached between the Company and the Holders, and strictly on the basis of Holder consent, authorization and direction, as evidenced by the consents obtained under Section 11.02 of the Indenture. The Company hereby reaffirms its obligations under the Indenture to indemnify and hold harmless the Trustee as required under ARTICLE EIGHT of the Indenture, including under Section 8.06 of the Indenture, and in particular (but not limited to) against losses, liabilities, claims, damages or expenses (including the reasonable fees and expenses of its counsel) arising out of or in connection with its execution and performance of this Supplemental Indenture (all to the extent set forth in ARTICLE EIGHT of the Indenture). This indemnity shall survive the final payment in full of the Notes and the resignation or removal of the Trustee solely to the extent expressly provided in ARTICLE EIGHT of the Indenture.

[The rest of this page has been intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year written above.

	JOHNSON CONTROLS, INC.


	By:	/s/ Brian J. Stief
	Name:	Brian J. Stief
	Title:	Executive Vice President and Chief Financial Officer


	By:	/s/ Frank A. Voltolina
	Name:	Frank A. Voltolina
	Title:	Vice President and Treasurer


	U.S. BANK NATIONAL ASSOCIATION, as Trustee


	By:	/s/ Yvonne Siira
	Name:	Yvonne Siira
	Title:	Vice President

[Signature Page to Supplemental Indenture — JCI 1995]

EX-4.2 3 a2230488zex-4_2.htm EX-4.2

Exhibit 4.2

SUPPLEMENTAL INDENTURE NO. 1

THIS SUPPLEMENTAL INDENTURE NO. 1, dated as of December 9, 2016 (this “Supplemental Indenture”), is by and between Johnson Controls, Inc., a Wisconsin corporation (the “Company”), and U.S. Bank National Association, a national banking association (as successor to JPMorgan Chase Bank, N.A.), as trustee (the “Trustee”).

WHEREAS, the Company and the Trustee are party to that certain Indenture, dated as of January 17, 2006 (the “Base Indenture” and as amended, supplemented or otherwise modified on or prior to the date hereof, the “Indenture”);

WHEREAS, the Company executed and delivered an Officers’ Certificate Pursuant to Section 3.01 of the Indenture, dated January 17, 2006 (the “2006 Officers’ Certificate”), to provide for the issuance of the Company’s 6.000% Notes due 2036 (the “6.000% Notes”);

WHEREAS, the Company executed and delivered an Officers’ Certificate Pursuant to Section 3.01 of the Indenture, dated March 9, 2010 (the “2010 Officers’ Certificate”), to provide for the issuance of the Company’s 5.000% Senior Notes due 2020 (the “5.000% Notes”);

WHEREAS, the Company executed and delivered an Officers’ Certificate Pursuant to Section 3.01 of the Indenture, dated February 4, 2011 (the “February 2011 Officers’ Certificate”), to provide for the issuance of the Company’s 4.25% Senior Notes due 2021 (the “4.25% Notes”) and the Company’s 5.70% Senior Notes due 2041 (the “5.70% Notes”);

WHEREAS, the Company executed and delivered an Officers’ Certificate Pursuant to Section 3.01 of the Indenture, dated December 2, 2011 (the “December 2011 Officers’ Certificate”), to provide for the issuance of the Company’s 3.750% Senior Notes due 2021 (the “3.750% Notes”) and the Company’s 5.250% Senior Notes due 2041 (the “5.250% Notes”);

WHEREAS, the Company executed and delivered an Officers’ Certificate Pursuant to Section 3.01 of the Indenture, dated June 13, 2014 (the “2014 Officers’ Certificate”), to provide for the issuance of the Company’s 1.400% Senior Notes due 2017 (the “1.400% Notes”), the Company’s 3.625% Senior Notes due 2024 (the “3.625% Notes”), the Company’s 4.625% Senior Notes due 2044 (the “4.625% Notes”) and the Company’s 4.950% Senior Notes due 2064 (the “4.950% Notes” and, together with the “6.000% Notes, the 5.000% Notes, the 4.25% Notes, the 5.70% Notes, the 3.750% Notes, the 5.250% Notes, the 1.400% Notes, the 3.625% Notes and the 4.625% Notes, the “Notes”);

amendments to the Indenture as set forth herein (the “Proposed Amendments”), pursuant to the terms of JCI plc’s Prospectus on Form S-4 as filed with the Securities and Exchange Commission on December 8, 2016 (the “Prospectus”);

WHEREAS, pursuant to the Consent Solicitation the Requisite Consents for the adoption of the Proposed Amendments have been obtained, and this Supplemental Indenture complies with the requirements of Article Eleven of the Indenture and is authorized and permitted by the Indenture, all as certified by an Officer’s Certificate delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture;

WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by a Board Resolution;

NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows:

SECTION 1. Capitalized Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture.

SECTION 2. Proposed Amendments. Subject to Section 5 below, the Indenture is hereby amended by deleting the following sections of the Indenture in their entirety:

Section 5.05 of the Base Indenture		(Limitation on Secured Debt)
Section 5.06 of the Base Indenture		(Sale and Leaseback Transactions)
Section 5.07 of the Base Indenture		(Restrictions on Transfer of Principal Property to Unrestricted Subsidiaries)
Section 7 of the 2010 Officers’ Certificate; Section 12 of the February 2011 Officers’ Certificate; Section 9 of the December 2011 Officers’ Certificate; and the 2014 Officers’ Certificate		(Change of Control Triggering Event)
Section 12.01 of the Base Indenture		(Company May Consolidate, etc., on Certain Terms)
Paragraph 7 of the Reverse of the 5.000% Notes, Paragraph 7 of the Reverse of the 4.25% Notes, Paragraph 7 of the Reverse of the		(Change of Control Triggering Event)

5.70% Notes, Paragraph 9 of the Reverse of the 3.750% Notes, Paragraph 9 of the Reverse of the 5.250% Notes, Paragraph 13 of the Reverse of the 1.400% Notes, Paragraph 15 of the Reverse of the 3.625% Notes, Paragraph 15 of the Reverse of the 4.625% Notes, Paragraph 16 of the Reverse of the 4.950% Notes

SECTION 4. Successors. All agreements by the parties in this Supplemental Indenture shall bind their respective successors.

SECTION 6. Endorsement and Change of Form of Notes. Any Notes authenticated and delivered after the close of business on the date that the provisions of Section 2 of this Supplemental Indenture become effective may be affixed to, stamped, imprinted or otherwise legended by the Trustee, with a notation as follows:

SECTION 7. Ratification of Indenture; Supplemental Indenture Part of Indenture. This Supplemental Indenture shall form a part of the Indenture for all purposes, and

every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Subject to Section 15.07 of the Base Indenture, in the case of conflict between the Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control.

SECTION 8. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year written above.

	JOHNSON CONTROLS, INC.


	By:	/s/ Brian J. Stief
	Name: Brian J. Stief
	Title: Executive Vice President and Chief Financial Officer


	By:	/s/ Frank A. Voltolina
	Name: Frank A. Voltolina
	Title: Vice President and Treasurer


	U.S. BANK NATIONAL ASSOCIATION, as Trustee


	By:	/s/ Yvonne Siira
	Name: Yvonne Siira
	Title: Vice President

[Signature Page to Supplemental Indenture — JCI 2006]

EX-4.3 4 a2230488zex-4_3.htm EX-4.3

Exhibit 4.3

SUPPLEMENTAL INDENTURE NO. 3

THIS SUPPLEMENTAL INDENTURE NO. 3, dated as of December 9, 2016 (this “Supplemental Indenture”), is by and between Johnson Controls, Inc., a Wisconsin corporation (the “Company”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).

WHEREAS, the Company and the Trustee are party to that certain Indenture, dated as of March 16, 2009 (the “Base Indenture” and as amended, supplemented or otherwise modified on or prior to the date hereof, the “Indenture”);

WHEREAS, the Company executed and delivered Supplemental Indenture No. 1, dated as of March 16, 2009, between the Company and the Trustee, to provide for the issuance and Remarketing of the Company’s 11.50% Subordinated Notes due 2042 (the “Subordinated Notes”);

WHEREAS, the Company executed and delivered Supplemental Indenture No. 2, dated as of March 1, 2012 (the “Second Supplemental Indenture”), between the Company and the Trustee, to re-designate the Subordinated Notes as its 2.355% Senior Notes due 2017 (the “Notes”);

WHEREAS, Johnson Controls International plc, a public limited company organized under the laws of Ireland (“JCI plc”) and the indirect parent of the Company, has solicited consents (the “Consent Solicitation”) from eligible Holders of the Notes to certain proposed amendments to the Indenture as set forth herein (the “Proposed Amendments”), pursuant to the terms of JCI plc’s Prospectus on Form S-4 dated as filed with the Securities and Exchange Commission on December 8, 2016 (the “Prospectus”);

WHEREAS, pursuant to the Consent Solicitation the Requisite Consents for the adoption of the Proposed Amendments have been obtained, and this Supplemental Indenture complies with the requirements of Article 11 of the Indenture and is authorized and permitted by the Indenture, all as certified by an Officer’s Certificate delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture;

WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by a Board Resolution;

NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows:

SECTION 1. Capitalized Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture.

SECTION 2. Proposed Amendments. Subject to Section 5 below, the Indenture is hereby amended by deleting the following sections of the Indenture in their entirety:

Section 5.01 of the Second Supplemental Indenture		(Limitation on Secured Debt)
Section 5.02 of the Second Supplemental Indenture		(Sale and Leaseback Transactions)
Section 5.03 of the Second Supplemental Indenture		(Restrictions on Transfer of Principal Property to Unrestricted Subsidiaries)
Article IV of the Second Supplemental Indenture		(Change of Control Offer)
Section 12.01 of the Base Indenture		(Company May Consolidate, etc., on Certain Terms)
Paragraph 6 of the Reverse of the Notes		(Change of Control Triggering Event)

SECTION 4. Successors. All agreements by the parties in this Supplemental Indenture shall bind their respective successors.

SECTION 8. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

final payment in full of the Notes and the resignation or removal of the Trustee solely to the extent expressly provided in ARTICLE EIGHT of the Indenture.

[The rest of this page has been intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year written above.

	JOHNSON CONTROLS, INC.


	By:	/s/ Brian J. Stief
	Name:	Brian J. Stief
	Title:	Executive Vice President and Chief Financial Officer


	By:	/s/ Frank A. Voltolina
	Name:	Frank A. Voltolina
	Title:	Vice President and Treasurer


	U.S. BANK NATIONAL ASSOCIATION, as Trustee


	By:	/s/ Yvonne Siira
	Name:	Yvonne Siira
	Title:	Vice President

[Signature Page to Supplemental Indenture — JCI 2009]

EX-4.4 5 a2230488zex-4_4.htm EX-4.4

Exhibit 4.4

SIXTH SUPPLEMENTAL INDENTURE

THIS SIXTH SUPPLEMENTAL INDENTURE, dated as of December 9, 2016 (this “Supplemental Indenture”), is among Tyco International Finance S.A., a Luxembourg public limited liability company (the “Company”), Johnson Controls International plc (formerly named Tyco International plc), an Irish public limited company (“Parent”), Tyco Fire & Security Finance S.C.A., a Luxembourg partnership limited by shares (“Tyco SCA”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”).

WHEREAS, the Company, as issuer, and the Trustee are party to that certain Indenture, dated as of January 9, 2009 (the “Base Indenture” and as amended, supplemented or otherwise modified on or prior to the date hereof, the “Indenture”);

WHEREAS, the Company, as issuer, executed and delivered the Fourth Supplemental Indenture, dated as of January 12, 2011 (the “Fourth Supplemental Indenture”), among the Company, Tyco International Ltd., a Swiss company (“Tyco Ltd”), as parent, and the Trustee, to provide for the issuance of the Company’s 3.750% Notes due 2018 (the “3.750% Notes”), which were guaranteed by Tyco Ltd;

WHEREAS, the Company, as issuer, executed and delivered the Fifth Supplemental Indenture, dated as of January 12, 2011 (the “Fifth Supplemental Indenture”), among the Company, Tyco Ltd, as parent, and the Trustee, to provide for the issuance of the Company’s 4.625% Notes due 2023 (the “4.625% Notes” and together with the 3.750% Notes, the “Notes”), which were guaranteed by Tyco Ltd;

WHEREAS, the Company executed and delivered the Supplemental Indenture 2014-1, dated as of November 17, 2014 (the “2014 Supplemental Indenture”), among the Company, Parent, Tyco SCA, Tyco Ltd and the Trustee, pursuant to which Parent and Tyco SCA fully and unconditionally guaranteed the due and punctual payment of the principal of, premium, if any, and interest on the Notes, and Tyco Ltd was discharged from all obligations and covenants under the Indenture, the Notes and any guarantees;

WHEREAS, Section 9.02 of the Base Indenture provides that the Indenture may be amended with the consent of the holders of not less than a majority in aggregate principal amount of the Securities of each series at the time Outstanding affected by such supplemental indenture (the “Requisite Consents”), subject to certain exceptions specified in Section 9.02 of the Base Indenture;

WHEREAS, Parent, the indirect parent of the Company, has solicited consents (the “Consent Solicitation”) from eligible Holders of the Notes to certain proposed amendments to the Indenture as set forth herein (the “Proposed Amendments”), pursuant to the terms of Parent’s Prospectus on Form S-4 as filed with the Securities and Exchange Commission on December 8, 2016 (the “Prospectus”);

WHEREAS, pursuant to the Consent Solicitation the Requisite Consents for the adoption of the Proposed Amendments have been obtained, and entry into this Supplemental Indenture is authorized or permitted by, and conforms to, the terms of Article IX of the Indenture, all as certified by an Officer’s Certificate delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture;

WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by Board Resolutions by each of the Company, Parent and Tyco SCA;

NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows:

SECTION 1. Capitalized Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture.

SECTION 2. Proposed Amendments. Subject to Section 5 below, the Indenture is hereby amended by deleting the following sections of the Indenture in their entirety:

Section 1.3(1) of the Fourth Supplemental and Fifth Supplemental Indenture		(Limitation on Liens)

Section 1.3(2) of the Fourth Supplemental Indenture and Fifth Supplemental Indenture		(Limitation on Sale/Leaseback Transactions)

Section 1.3(3) of the Fourth Supplemental Indenture and Fifth Supplemental Indenture		(Change of Control Triggering Event)

Section 10.01 of the Base Indenture		(Consolidation, Merger and Sale of Assets)

Section 1.4 of the Fourth Supplemental Indenture and Fifth Supplemental Indenture		(rights in respect of defaults in payment, and cross-acceleration, of other material indebtedness)

Section 6.01(a)(5) of the Base Indenture		(Events of Default with respect to Guarantees)

Article XV of the Base Indenture		(Guarantees)

Section 16 of the Global Securities		(Guarantees)

Section 6 of the Global Securities		(Change of Control Triggering Event)

Section 1.1 of the 2014 Supplemental Indenture		(Guarantee by Tyco SCA)

Section 1.2 of the 2014 Supplemental Indenture		(Guarantee by Parent)

Parent and Tyco SCA shall have no further obligations under the Indenture and the Notes.

Any and all references to any Sections of the Indenture or Global Securities which are deleted by any Section of this Supplemental Indenture and any and all obligations thereunder related solely to such deleted Sections throughout the Indenture or Global Securities are of no further force or effect. Any and all terms defined in the Indenture or Global Securities which are used in any Sections of the Indenture or Global Securities which are deleted by any Section of this Supplemental Indenture and which are not otherwise used in any other Section of the Indenture or Global Securities not affected by this Supplemental Indenture are hereby deleted. By consenting to the Proposed Amendments, each Holder of the Notes will be deemed to have waived any default, event of default or other consequence under the Indenture for failure to comply with the terms of the provisions identified in this Section 2 (whether before or after the date hereof).

SECTION 4. Successors. All agreements by the parties in this Supplemental Indenture shall bind their respective successors.

“Effective as of [ ], 201[6], substantially all of the restrictive covenants in the Indenture have been eliminated, certain of the Events of Default have been eliminated, the Guarantees (as defined in the Prospectus) have been released and certain other provisions have been eliminated or modified, as provided in the Supplemental Indenture, dated as of [ ], 201[6]. Reference is hereby made to said Supplemental Indenture, copies of which are on file with the Trustee, for a description of the amendments made therein.”

SECTION 7. Ratification of Indenture; Supplemental Indenture Part of Indenture. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Subject to Section 13.08 of the Base Indenture, in the case of conflict between the Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control.

SECTION 8. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE INTERNAL LAWS OF THE

STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF ANY OTHER LAW.

SECTION 9. Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

SECTION 10. Effect of Headings. The Section headings herein have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.

[The rest of this page has been intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year written above.

	TYCO INTERNATIONAL FINANCE S.A.


	By:	/s/ Peter Schieser
	Name:	Peter Schieser
	Title:	Managing Director


	TYCO FIRE & SECURITY FINANCE S.C.A.
	By: TYCO FIRE & SECURITY S.A R.L., its general partner


	By:	/s/ Peter Schieser
	Name:	Peter Schieser
	Title:	Manager


	JOHNSON CONTROLS INTERNATIONAL PLC


	By:	/s/ Brian J. Stief
	Name:	Brian J. Stief
	Title:	Executive Vice President and Chief Executive Officer


	By:	/s/ Frank A. Voltolina
	Name:	Frank A. Voltolina
	Title:	Vice President and Treasurer

[Signature Page to Supplemental Indenture — TIFSA 2009]

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee


By:	/s/ Carol Ng
	Name:	Carol Ng
	Title:	Vice President


By:	/s/ Li Jiang
	Name:	Li Jiang
	Title:	Vice President

[Signature Page to Supplemental Indenture — TIFSA 2009]

EX-4.5 6 a2230488zex-4_5.htm EX-4.5

Exhibit 4.5

FOURTH SUPPLEMENTAL INDENTURE

THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of December 9, 2016 (this “Supplemental Indenture”), is among Tyco International Finance S.A., a Luxembourg public limited liability company (the “Company”), Johnson Controls International plc (formerly named Tyco International plc), an Irish public limited company (“Parent”), Tyco Fire & Security Finance S.C.A., a Luxembourg partnership limited by shares (“Tyco SCA”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”).

WHEREAS, the Company, as issuer, Parent, as guarantor, Tyco SCA, as guarantor, and the Trustee are party to that certain Indenture, dated as of February 25, 2015 (the “Base Indenture” and as amended, supplemented or otherwise modified on or prior to the date hereof, the “Indenture”);

WHEREAS, the Company executed and delivered the First Supplemental Indenture, dated as of February 25, 2015 (the “First Supplemental Indenture”), among the Company, as issuer, Parent, as guarantor, Tyco SCA, as guarantor, Deutsche Bank Luxembourg S.A. and the Trustee, to provide for the issuance of the Company’s 1.375% Notes due 2025 (the “1.375% Notes”);

WHEREAS, the Company executed and delivered the Second Supplemental Indenture, dated as of September 14, 2015 (the “Second Supplemental Indenture”), among the Company, as issuer, Parent, as guarantor, Tyco SCA, as guarantor, and the Trustee, to provide for the issuance of the Company’s 3.900% Notes due 2026 (the “3.900% Notes”);

WHEREAS, the Company executed and delivered the Third Supplemental Indenture, dated as of September 14, 2015 (the “Third Supplemental Indenture”), among the Company, as issuer, Parent, as guarantor, Tyco SCA, as guarantor, and the Trustee, to provide for the issuance of the Company’s 5.125% Notes due 2045 (the “5.125% Notes” and together with the 1.375% Notes and the 3.900% Notes, the “Notes”);

WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by Board Resolutions by each of the Company, Parent and Tyco SCA;

NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows:

SECTION 1. Capitalized Terms. Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture.

SECTION 2. Proposed Amendments. Subject to Section 5 below, the Indenture is hereby amended by deleting the following sections of the Indenture in their entirety:

Section 1.3(1) of the First Supplemental Indenture, Second Supplemental Indenture and Third Supplemental Indenture		(Limitation on Liens)

Section 1.3(2) of the First Supplemental Indenture, Second Supplemental Indenture and Third Supplemental Indenture		(Limitation on Sale/Leaseback Transactions)

Section 1.3(3) of the First Supplemental Indenture, Second Supplemental Indenture and Third Supplemental Indenture		(Change of Control Triggering Event)

Section 10.01 of the Base Indenture		(Consolidation, Merger and Sale of Assets)

Section 1.4 of the First Supplemental Indenture, Second Supplemental Indenture and Third Supplemental Indenture		(rights in respect of defaults in payment, and cross-acceleration, of other material indebtedness)

Section 6.01(a)(5) of the Base Indenture		(Events of Default with respect to Guarantees)

Article XV of the Base Indenture		(Guarantees)

Section 16 of the Global Securities		(Guarantees)

Section 6 of the Global Securities		(Change of Control Triggering Event)

Guarantee by Tyco SCA in the		(Guarantee by Tyco Fire & Security Finance S.C.A.)

Global Securities

Guarantee by Parent in the Global Securities		(Guarantee by Tyco International plc)

Parent and Tyco SCA shall have no further obligations under the Indenture and the Notes.

SECTION 4. Successors. All agreements by the parties in this Supplemental Indenture shall bind their respective successors.

and all the terms, conditions and provisions thereof shall remain in full force and effect. Subject to Section 13.08 of the Base Indenture, in the case of conflict between the Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall control.

SECTION 8. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE INTERNAL LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF ANY OTHER LAW.

[The rest of this page has been intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year written above.

	TYCO INTERNATIONAL FINANCE S.A.


	By:	/s/ Peter Schieser
	Name:	Peter Schieser
	Title:	Managing Director


	TYCO FIRE & SECURITY FINANCE S.C.A.
	By: TYCO FIRE & SECURITY S.A R.L., its general partner


	By:	/s/ Peter Schieser
	Name:	Peter Schieser
	Title:	Manager


	JOHNSON CONTROLS INTERNATIONAL PLC


	By:	/s/ Brian J. Stief
	Name:	Brian J. Stief
	Title:	Executive Vice President and Chief Executive Officer


	By:	/s/ Frank A. Voltolina
	Name:	Frank A. Voltolina
	Title:	Vice President and Treasurer

[Signature Page to Supplemental Indenture – TIFSA 2015]

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee


By:	/s/ Carol Ng
	Name:	Carol Ng
	Title:	Vice President


By:	/s/ Li Jiang
	Name:	Li Jiang
	Title:	Vice President

[Signature Page to Supplemental Indenture — TIFSA 2015]

EX-99.1 7 a2230488zex-99_1.htm EX-99.1

Exhibit 99.1

Johnson Controls International plc Announces Results of Early Tenders and Consents in Exchange Offers and Execution of Supplemental Indentures

CORK, Ireland, Dec. 12, 2016 /PRNewswire/—Johnson Controls (NYSE:JCI) announced today that, as of 5:00 p.m. New York City time, on December 9, 2016 (the "Early Consent Date"), the aggregate principal amounts of each series of notes listed in the table below issued by Johnson Controls, Inc. ("JCI Inc.") or Tyco International Finance S.A. ("TIFSA"), as applicable, each of which is a wholly owned subsidiary of Johnson Controls, had been validly tendered and not validly withdrawn in connection with Johnson Controls' previously announced offers to exchange all validly tendered and accepted notes of each such series for new notes to be issued by Johnson Controls (collectively, the "New Notes") and the related solicitation of consents to amend the indentures governing the existing notes (the "proposed amendments") to eliminate various covenants, event of default provisions and other provisions and, with respect to the existing notes issued by TIFSA, to release the parent guarantees. A registration statement on Form S-4 (File No. 333-214806) (the "registration statement") relating to the issuance of the New Notes was filed with the Securities and Exchange Commission ("SEC") on November 28, 2016 and was amended on December 8, 2016 but has not yet been declared effective.

Series of notes issued by JCI Inc. or TIFSA ("existing notes")	CUSIP No./ISIN	Aggregate principal amount tendered and consents received as of the Early Consent Date

Existing notes issued by JCI Inc.
2.355% Senior Notes due 2017	478373AA1/ US478373AA13	$	45,896,000	100.00	%
7.125% Notes Due July 15, 2017	478366AG2/ US478366AG24	$	136,845,000	91.23	%
1.400% Senior Notes due 2017	478373AB9/ US478373AB95	$	258,426,000	86.14	%
5.000% Senior Notes due 2020	478366AU1/ US478366AU18	$	452,203,000	90.44	%
4.25% Senior Notes due 2021	478366AX5/ US478366AX56	$	446,715,000	89.34	%
3.750% Senior Notes due 2021	478366BA4/ US478366BA45	$	427,969,000	95.10	%
3.625% Senior Notes due 2024	478373AC7/ US478373AC78	$	466,653,000	93.33	%
6.000% Notes due 2036	478366AN7/ US478366AN74	$	391,940,000	97.99	%
5.70% Senior Notes due 2041	478366AW7/ US478366AW73	$	269,949,000	89.98	%
5.250% Senior Notes due 2041	478366BB2/ US478366BB28	$	241,955,000	96.78	%
4.625% Senior Notes due 2044	478373AD5/ US478373AD51	$	443,611,000	98.58	%
6.950% Debentures due December 1, 2045	478366AF4/ US478366AF41	$	120,642,000	96.51	%
4.950% Senior Notes due 2064	478373AE3/ US478373AE35	$	434,827,000	96.63	%

Series of notes issued by JCI Inc. or TIFSA ("existing notes")	CUSIP No./ISIN	Aggregate principal amount tendered and consents received as of the Early Consent Date

Existing notes issued by TIFSA
3.750% Notes due 2018	902118BP2/ US902118BP22	$	48,772,000	72.71	%
4.625% Notes due 2023	902118BQ0/ US902118BQ05	$	34,870,000	82.70	%
1.375% Notes due 2025 (the "TIFSA Euro Notes")	902118BR8/ XS1195465676	€	416,606,000	83.32	%
3.900% Notes due 2026	902118BS6/ US902118BS60	$	697,445,000	92.99	%
5.125% Notes due 2045	902118BT4/ US902118BT44	$	727,030,000	96.94	%

The exchange offers and consent solicitations are being made pursuant to the terms and conditions set forth in Johnson Controls' preliminary prospectus, dated as of December 8, 2016 (the "prospectus"), which forms a part of the registration statement. The exchange offers and consent solicitations commenced on November 28, 2016 and will expire at 11:59 p.m. New York City time on December 23, 2016, unless extended (the "Expiration Date"). Tendered existing notes may be validly withdrawn at any time prior to the expiration of the exchange offers. The New Notes are expected to be issued promptly on or about the second business day following the Expiration Date (the "Settlement Date"). The consummation of the exchange offers is subject to, and conditional upon, the satisfaction or, where permitted, waiver of the conditions discussed in the prospectus, including, among other things, the registration statement having been declared effective by the SEC.

On December 9, 2016, (i) JCI Inc. and U.S. Bank National Association, as trustee and (ii) TIFSA and Deutsche Bank Trust Company Americas, as trustee, executed supplemental indentures (the "Supplemental Indentures") to the indentures governing each series of existing notes, incorporating the proposed amendments. The Supplemental Indentures became effective upon execution, and as a result, holders of existing notes will not be able to revoke properly delivered consents with respect to any series of existing notes. However, the proposed amendments will not become operative until the Settlement Date.

Following consummation of the exchange offers, Johnson Controls intends to deregister each series of existing notes with the SEC and each of JCI Inc. and TIFSA expects to cease reporting pursuant to Section 13 or 15(d) of the Exchange Act. In addition, TIFSA expects to delist the TIFSA Euro Notes from the New York Stock Exchange.

The Joint Lead Dealer Managers for the exchange offers are:


BofA Merrill Lynch		Citigroup Global Markets Inc.
Attn: Liability Management Group 214 North Tryon Street, 14th Floor Charlotte, North Carolina 28255 Toll-Free: (888) 292-0070 Collect: (980) 683-3215		Attn: Liability Management Group 390 Greenwich Street, 1st Floor New York, New York 10013 Toll-Free: (800) 558-3745 Collect: (212) 723-6106

The exchange agent and information agent for the exchange offers is:


D.F. King & Co., Inc.
In New York: 48 Wall Street, 22nd Floor New York, New York 10005 Attn: Peter Aymar Bank and Brokers Call Collect: (212) 269-5550 All Others, Please Call Toll-Free: (866) 416-0576		In London: 125 Wood Street London EC2V 7AN United Kingdom Telephone: +44 20 7920 9700
Email: jci@dfking.com Website: www.dfking.com/jci

Wachtell, Lipton, Rosen & Katz is acting as legal advisor to Johnson Controls in connection with the exchange offers.

Additional Information and Where to Find it

Johnson Controls has filed a registration statement (including a preliminary prospectus) with the SEC for the exchange offers to which this press release relates. Before you invest, you are urged to read the preliminary prospectus in that registration statement and other relevant documents filed or to be filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about Johnson Controls, the exchange offers and related matters. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, a copy of the preliminary prospectus may be obtained by contacting BofA Merrill Lynch, Attention: Liability Management Group, 214 North Tryon Street, 14th Floor, Charlotte, North Carolina 28255 or calling (888) 292-0070, or Citigroup Global Markets Inc., Attention: Liability Management Group, 390 Greenwich Street, 1st Floor, New York, New York 10013 or calling (800) 558-3745. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Johnson Controls by contacting Johnson Controls Shareholder Services at Shareholder.Services@jci.com or by calling (800) 524-6220.

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities described herein and is also not a solicitation of the related consents. The exchange offers may be made only pursuant to the terms and conditions set forth in Johnson Controls' preliminary prospectus and the other related materials. The registration statement relating to the New Notes has been filed with the SEC but has not yet become effective. The New Notes may not be sold, nor may offers to buy be accepted, prior to the time the registration statement is declared effective by the SEC.

Any offer of the New Notes made to holders of the existing notes that are resident in, located in, established in, incorporated in, acting from a branch or place of business in, or have their central management and control or center of main interests in, any Member State of the European Economic Area that has implemented Directive 2003/71/EC, as amended (the "Prospectus Directive") will be addressed only to holders that are qualified investors, as defined in the Prospectus Directive. Any such holder that is not a qualified investor will not be able to participate in the exchange offers.

About Johnson Controls

Johnson Controls is a global diversified technology and multi industrial leader serving a wide range of customers in more than 150 countries. Our 130,000 employees create intelligent buildings, efficient energy solutions, integrated infrastructure and next generation transportation systems that work seamlessly together to deliver on the promise of smart cities and communities. Our commitment to sustainability dates back to our roots in 1885, with the invention of the first electric room thermostat.

We are committed to helping our customers win and creating greater value for all of our stakeholders through strategic focus on our buildings and energy growth platforms.

Johnson Controls International plc Cautionary Statement Regarding Forward-Looking Statements

Johnson Controls International plc has made statements in this communication that are forward-looking and therefore are subject to risks and uncertainties. All statements in this document other than statements of historical fact are, or could be, "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," "should," "forecast," "project" or "plan" and terms of similar meaning are also generally intended to identify forward-looking statements. However, the absence of these words does not mean that a statement is not forward-looking. Johnson Controls cautions that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond Johnson Controls' control, that could cause Johnson Controls' actual results to differ materially from those expressed or implied by such forward-looking statements. Detailed discussions of risks related to Johnson Controls' business and the exchange offers are included in the section entitled "Risk Factors" in Johnson Controls International plc's Annual Report on Form 10-K for the 2016 fiscal year filed with the SEC on November 23, 2016 and in the section entitled "Risk Factors" in the registration statement, respectively, each of which is available at www.sec.gov. Noteholders, potential investors and others should consider these factors in evaluating the forward-looking statements and should not place undue reliance on such statements. The forward-looking statements included in this communication are made only as of the date of this document, unless otherwise specified, and, except as required by law, Johnson Controls assumes no obligation, and disclaims any obligation, to update such statements to reflect events or circumstances occurring after the date of this communication.

CONTACT:

Investors:
Antonella Franzen
(609) 720-4665

Ryan Edelman
(609) 720-4545

Media:
Fraser Engerman
(414) 524-2733

JOHNSON CONTROLS INTERNATIONAL PLC

Date: December 12, 2016

/s/ BRIAN J. STIEF

Brian J. Stief

Executive Vice President and Chief Financial Officer