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): October 31, 2016

JOHNSON CONTROLS INTERNATIONAL PLC

(Exact name of registrant as specified in its charter)

Ireland	001-13836	98-0390500
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(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 registrants under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01.Completion of Acquisition or Disposition of Assets.

Effective as of 12:01 a.m. Eastern Time (the “effective time”) on October 31, 2016 (the “distribution date”), Johnson Controls International plc (“Johnson Controls”) completed the separation and distribution of Johnson Controls’ automotive seating and interiors business (the “Adient Business”) from the rest of Johnson Controls (the “separation”), by means of a dividend in specie of the Adient Business, which the board of directors of Johnson Controls previously declared on September 8, 2016.  The dividend in specie was effected through the transfer of the Adient Business from Johnson Controls to Adient plc (“Adient”) and the issuance of ordinary shares of Adient to holders of Johnson Controls’ ordinary shares on a pro rata basis (the “distribution”).  Each Johnson Controls shareholder received one ordinary share of Adient for every ten ordinary shares of Johnson Controls held at the close of business on October 19, 2016, the record date for the distribution, and cash in lieu of fractional shares (if any) of Adient.  Adient issued a total of approximately 93.7 million ordinary shares in the distribution.  As a result of the distribution, Adient is now an independent public company and its ordinary shares are listed on the New York Stock Exchange under the symbol “ADNT.” A copy of the press release issued by Johnson Controls announcing completion of the distribution is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In connection with the distribution, R. Bruce McDonald resigned from his position as Executive Vice President and Vice Chairman of Johnson Controls.  Mr. McDonald is the Chief Executive Officer and Chairman of the Board of Directors of Adient.

Item 9.01.  Financial Statements and Exhibits.

(d)Pro Forma Financial Information.

The unaudited pro forma consolidated financial information of Johnson Controls giving effect to the separation and distribution, and the related notes thereto, have been derived from its historical consolidated financial statements and are attached hereto as Exhibit 99.2.

(d)Exhibits.

Exhibit No.	Exhibit Description
99.1	Press Release, issued October 31, 2016
99.2	Unaudited pro forma consolidated financial information of Johnson Controls International plc

2

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.

	JOHNSON CONTROLS INTERNATIONAL PLC
Date: October 31, 2016	By:	/s/ Brian J. Stief
	Name:	Brian J. Stief
	Title:	Executive Vice President and Chief Financial Officer

3

EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Press Release, issued October 31, 2016
99.2	Unaudited pro forma consolidated financial information of Johnson Controls International plc

4

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Media:	Fraser Engerman
	(414) 524-2733
Investors:	Antonella Franzen
	(609) 720-4665
	Ryan Edelman
	(609) 720-4545

Johnson Controls completes separation of Adient

Milestone signifies company’s transformation to global multi-industrial leader

Cork, Ireland, Oct. 31, 2016— Johnson Controls, (NYSE: JCI), announced today its automotive seating business is now Adient (NYSE: ADNT) an independent, publicly traded company with 75,000 employees globally focused on strengthening its market leading position.

The separation of Adient completes a process begun more than a year ago when Johnson Controls announced its plan to spin off the automotive seating business as part of its multi-industrial strategy focused on making investments in the company’s core growth platforms around buildings and energy.

Johnson Controls Chairman and Chief Executive Officer Alex Molinaroli joined Adient Chairman and Chief Executive Officer R. Bruce McDonald and other members of Adient’s executive management team on the floor of the New York Stock Exchange this morning to ring the opening bell, marking Adient’s first day trading as an independent company.

“I want to congratulate Bruce, the entire Adient team and our Johnson Controls employees for the hard work and dedication to get us to this historic day that positions both companies for success,” said Molinaroli.  “As an independent company, Adient will have the focus and resources necessary to  thrive as the world leader in automotive seating, and Johnson Controls is now uniquely positioned for growth as the global leader in products, technologies and integrated solutions for the buildings and energy sectors.”

The separation of Adient follows the completion of Johnson Controls merger with Tyco on Sept. 2, 2016, which created a combined company of $30 billion in revenue that will provide smarter, more secure and safer environments for customers around the world.

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 117,000 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. For additional information, please visit http://www.johnsoncontrols.com or follow us @johnsoncontrols on Twitter.

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. In this communication, statements regarding Johnson Controls’ future financial position, sales, costs, earnings, cash flows, other measures of results of operations, synergies and integration opportunities, capital expenditures and debt levels are forward-looking statements. 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, including, among others, risks related to: any delay or inability of Johnson Controls to realize the expected benefits and synergies of recent portfolio transactions such as the merger with Tyco and the spin-off of Adient, changes in tax laws, regulations, rates, policies or interpretations, the loss of key senior management, the tax treatment of recent portfolio transactions, significant transaction costs and/or unknown liabilities associated with

such transactions, the outcome of actual or potential litigation relating to such transactions, the risk that disruptions from recent transactions will harm Johnson Controls’ business, the strength of the U.S. or other economies, automotive vehicle production levels, mix and schedules, energy and commodity prices, the availability of raw materials and component products, currency exchange rates, and cancellation of or changes to commercial arrangements. A detailed discussion of risks related to Johnson Controls’ business is included in the section entitled “Risk Factors” in each of Johnson Controls, Inc.’s and Tyco International plc’s Annual Reports on Form 10-K for the 2015 fiscal year filed with the SEC on November 18, 2015 and November 13, 2015, respectively, and in the quarterly reports on Form 10-Q filed by each company with the SEC after such date, and available at www.sec.gov and www.johnsoncontrols.com under the “Investors” tab, as well as the Form 10 registration statement filed by Adient Limited and the amendments thereto. Shareholders, 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.

###

EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

Spin-Off of Adient

On October 31, 2016 (the “Distribution Date”), Johnson Controls International plc (the “Company” or “Johnson Controls”) completed the spin-off of its automotive seating and interiors business, Adient plc (“Adient”), to its shareholders (the “Spin-Off”). On October 31, 2016, each of the Company’s shareholders of record as of the close of business on October 19, 2016 (the “Record Date”), received one ordinary share of Adient for every ten ordinary shares of Johnson Controls held at the close of business on the Record Date. Johnson Controls shareholders will receive cash in lieu of fractional shares of Adient (if any). Adient is now an independent public company trading under the symbol “ADNT” on the New York Stock Exchange.

After the Distribution Date, the Company does not beneficially own any ordinary shares of Adient and will no longer consolidate Adient within its financial results. Beginning in the first quarter of fiscal 2017, Adient’s historical financial results for periods prior to the Distribution Date will be reflected in the Company’s consolidated financial statements as a discontinued operation (the “Adient Discontinued Operations”).

Unaudited Pro Forma Consolidated Financial Information

The following unaudited pro forma consolidated financial statements as of June 30, 2016, and for the nine months ended June 30, 2016 and for each of the years ended September 30, 2015, 2014 and 2013, reflect adjustments to the Company’s historical financial results related to the:

·Spin-Off and related events. The unaudited pro forma consolidated statements of income for the nine months ended June 30, 2016 and the year ended September 30, 2015 give effect to the Spin-Off and related events as if they occurred at the beginning of this period on October 1, 2014. The unaudited pro forma consolidated statement of financial position gives effect to the Spin-Off and related events as if they occurred as of June 30, 2016, the Company’s latest balance sheet date.

·Adient Discontinued Operation. The unaudited pro forma consolidated statements of income reflect the removal of the Adient Discontinued Operation historical results in all periods presented.

The unaudited pro forma consolidated statements of income (i) are presented based on information currently available, (ii) are intended for informational purposes only, (iii) are not necessarily indicative of and do not purport to represent what the Company’s operating results would have been had the Spin-Off and related events occurred as described or what the Company’s future operating results will be after giving effect to these events, and (iv) do not reflect all actions that may be undertaken by the Company after the Spin-Off and disposition of Adient.

The unaudited pro forma consolidated financial statements and the accompanying notes should be read together with:

·Historical financial statements of Johnson Controls as of and for the year ended September 30, 2015 and the related notes included in Johnson Controls’ Annual Report on Form 10-K for the year ended September 30, 2015 that Johnson Controls filed with the Securities and Exchange Commission (“SEC”) on November 18, 2015, portions of which (including Part I, Item 1. Business, and the following items from Part II of the Annual Report: Item 6. Selected Financial Data, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 8. Financial Statements and Supplementary Data) were recast in Johnson Controls’ Current Report on Form 8-K filed with the SEC on March 3, 2016;

·Separate historical financial statements of Johnson Controls as of and for the nine months ended June 30, 2016 and the related notes included in Johnson Controls’ Quarterly Report on Form 10-Q for the period ended June 30, 2016 that Johnson Controls filed with the SEC on July 29, 2016; and

·Adient’s audited annual and unaudited interim combined financial statements and accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Adient’s Registration Statement on Form 10 filed with the SEC on April 27, 2016 and most recently amended on September 20, 2016.

In the enclosed unaudited pro forma consolidated statements of income and unaudited pro forma consolidated statement of financial positon, the amounts reflected in the columns presented are described below:

Historical Johnson Controls

This column reflects Johnson Controls’ historical financial statements for the periods presented and does not reflect any adjustments related to the Spin-Off and related events.

The historical Johnson Controls consolidated statement of financial position as of June 30, 2016 and the consolidated statement of income for the nine months ended June 30, 2016 were derived from the Company’s unaudited interim consolidated financial statements included in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2016. The historical Johnson Controls consolidated statements of income for each of the years ended September 30, 2015, 2014 and 2013, were derived from the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K (portions of which were recast in Johnson Controls’ Current Report on Form 8-K filed with the SEC on March 3, 2016 as previously noted) for the year ended September 30, 2015.

Adient Discontinued Operations

The unaudited pro forma financial information related to the Adient Discontinued Operations has been prepared in accordance with the discontinued operations guidance in Accounting Standards Codification 205, “Financial Statement Presentation” and therefore does not reflect what Johnson Controls’ or Adient’s results of operations would have been on a stand-alone basis and are not necessarily indicative of Johnson Controls’ or Adient’s future results of operations. As such, the unaudited pro forma combined financial statements of income do not allocate any general corporate overhead expenses of Johnson Controls to Adient.

The information in the Adient Discontinued Operations column in the unaudited pro forma consolidated statements of income was prepared based on the Johnson Controls’ interim unaudited and annual audited financial statements and only include costs that are directly attributable to the operating results of Adient.

Pro Forma Adjustments

The unaudited pro forma consolidated financial statements as of and for the nine months ended June 30, 2016 and the year ended September 30, 2015 include the following additional pro forma adjustments which are further described in the accompanying notes:

·Adjustment to remove non-recurring Spin-Off separation costs incurred to date from the unaudited pro forma consolidated statements of income.

·Recognition of the recapitalization of equity to reflect the distribution of the Adient net assets, including a $3,000 million dividend from Adient to Johnson Controls.

JOHNSON CONTROLS INTERNATIONAL PLC

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME

NINE MONTHS ENDED JUNE 30, 2016

(in millions, except share data)

	Historical Johnson Controls			Adient Discontinued Operations			Pro Forma Adjustments			Pro Forma Johnson Controls Continuing Operations
Net sales
Products and systems	$	24,772		$	(12,893	)	$	—		$	11,879
Services	2,704			—			—			2,704
	27,476			(12,893		)	—			14,583
Cost of sales
Products and systems	20,369			(11,610		)	—			8,759
Services	1,858			—			—			1,858
	22,227			(11,610		)	—			10,617
Gross profit	5,249			(1,283		)	—			3,966
Selling, general and administrative expenses	(3,411		)	770			46		(a)	(2,595		)
Restructuring and impairment costs	(331		)	244			—			(87		)
Net financing charges	(211		)	9			—			(202		)
Equity income	387			(260		)	—			127
Income from continuing operations before income taxes	1,683			(520		)	46			1,209
Income tax provision	1,203			(1,054		)	2		(b)	151
Net income from continuing operations	480			534			44			1,058
Income from continuing operations attributable to noncontrolling interests	177			(61		)	—			116
Net income from continuing operations attributable to Johnson Controls	$	303		$	595		$	44		$	942
Basic earnings per share attributable to Johnson Controls from continuing operations	$	0.47								$	1.46
Diluted earnings per share attributable to Johnson Controls from continuing operations	$	0.47								$	1.45
Weighted average number of shares outstanding:
Basic	647.0									647.0
Diluted	651.5									651.5

JOHNSON CONTROLS INTERNATIONAL PLC

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME

FISCAL YEAR ENDED SEPTEMBER 30, 2015

(in millions, except share data)

	Historical Johnson Controls			Adient Discontinued Operations			Pro Forma Adjustments			Pro Forma Johnson Controls Continuing Operations
Net sales
Products and systems	$	33,513		$	(20,079	)	$	—		$	13,434
Services	3,666			—			—			3,666
	37,179			(20,079		)	—			17,100
Cost of sales
Products and systems	28,214			(18,163		)	—			10,051
Services	2,518			—			—			2,518
	30,732			(18,163		)	—			12,569
Gross profit	6,447			(1,916		)	—			4,531
Selling, general and administrative expenses	(3,986		)	795			2		(a)	(3,189		)
Restructuring and impairment costs	(397		)	182			—			(215		)
Net financing charges	(288		)	14			—			(274		)
Equity income	375			(295		)	—			80
Income from continuing operations before income taxes	2,151			(1,220		)	2			933
Income tax provision	600			(529		)	—			71
Net income from continuing operations	1,551			(691		)	2			862
Income from continuing operations attributable to noncontrolling interests	112			(66		)	—			46
Net income from continuing operations attributable to Johnson Controls	$	1,439		$	(625	)	$	2		$	816
Basic earnings per share attributable to Johnson Controls from continuing operations	$	2.20								$	1.25
Diluted earnings per share attributable to Johnson Controls from continuing operations	$	2.18								$	1.23
Weighted average number of shares outstanding:
Basic	655.2									655.2
Diluted	661.5									661.5

JOHNSON CONTROLS INTERNATIONAL PLC

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME

FISCAL YEAR ENDED SEPTEMBER 30, 2014

(in millions, except share data)

	Historical Johnson Controls			Adient Discontinued Operations			Pro Forma Johnson Controls Continuing Operations
Net sales
Products and systems	$	34,978		$	(22,032	)	$	12,946
Services	3,771			—			3,771
	38,749			(22,032		)	16,717
Cost of sales
Products and systems	29,910			(20,039		)	9,871
Services	2,534			—			2,534
	32,444			(20,039		)	12,405
Gross profit	6,305			(1,993		)	4,312
Selling, general and administrative expenses	(4,216		)	1,222			(2,994		)
Restructuring and impairment costs	(324		)	159			(165		)
Net financing charges	(244		)	18			(226		)
Equity income	395			(285		)	110
Income from continuing operations before income taxes	1,916			(879		)	1,037
Income tax provision	407			(314		)	93
Net income from continuing operations	1,509			(565		)	944
Income from continuing operations attributable to noncontrolling interests	105			(67		)	38
Net income from continuing operations attributable to Johnson Controls	$	1,404		$	(498	)	$	906
Basic earnings per share attributable to Johnson Controls from continuing operations	$	2.11					$	1.36
Diluted earnings per share attributable to Johnson Controls from continuing operations	$	2.08					$	1.34
Weighted average number of shares outstanding:
Basic	666.9						666.9
Diluted	674.8						674.8

JOHNSON CONTROLS INTERNATIONAL PLC

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME

FISCAL YEAR ENDED SEPTEMBER 30, 2013

(in millions, except share data)

	Historical Johnson Controls			Adient Discontinued Operations			Pro Forma Johnson Controls Continuing Operations
Net sales
Products and systems	$	33,092		$	(20,461	)	$	12,631
Services	4,053			—			4,053
	37,145			(20,461		)	16,684
Cost of sales
Products and systems	28,189			(18,833		)	9,356
Services	2,810			—			2,810
	30,999			(18,833		)	12,166
Gross profit	6,146			(1,628		)	4,518
Selling, general and administrative expenses	(3,627		)	1,097			(2,530		)
Restructuring and impairment costs	(903		)	712			(191		)
Net financing charges	(247		)	12			(235		)
Equity income	399			(303		)	96
Income from continuing operations before income taxes	1,768			(110		)	1,658
Income tax provision	674			(206		)	468
Net income from continuing operations	1,094			96			1,190
Income from continuing operations attributable to noncontrolling interests	102			(58		)	44
Net income from continuing operations attributable to Johnson Controls	$	992		$	154		$	1,146
Basic earnings per share attributable to Johnson Controls from continuing operations	$	1.45					$	1.68
Diluted earnings per share attributable to Johnson Controls from continuing operations	$	1.44					$	1.66
Weighted average number of shares outstanding:
Basic	683.7						683.7
Diluted	689.2						689.2

JOHNSON CONTROLS INTERNATIONAL PLC

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS OF JUNE 30, 2016

(in millions)

	Historical Johnson Controls			Adient Discontinued Operations			Pro Forma Adjustments			Pro Forma Johnson Controls Continuing Operations
Assets
Cash and cash equivalents	$	467		$	(120	)	$	2,827	(a), (c)	$	3,174
Accounts receivable - net	6,170			(2,132		)	—			4,038
Inventories	2,972			(704		)	—			2,268
Assets held for sale	17			—			—			17
Other current assets	2,221			(778		)	—			1,443
Current assets	11,847			(3,734		)	2,827			10,940
Property, plant and equipment - net	6,374			(2,124		)	—			4,250
Goodwill	7,093			(2,374		)	—			4,719
Other intangible assets - net	1,568			(117		)	—			1,451
Investments in partially-owned affiliates	2,665			(1,694		)	—			971
Other noncurrent assets	2,332			(407		)	—			1,925
Total assets	$	31,879		$	(10,450	)	$	2,827		$	24,256
Liabilities and Equity
Short-term debt	$	2,189		$	(522	)	$	—		$	1,667
Current portion of long-term debt	670			(71		)	—			599
Accounts payable	5,455			(2,502		)	—			2,953
Accrued compensation and benefits	1,093			(409		)	—			684
Other current liabilities	3,479			(962		)	—			2,517
Current liabilities	12,886			(4,466		)	—			8,420
Long-term debt	5,139			(276		)	—			4,863
Pension and postretirement benefits	727			(88		)	—			639
Other noncurrent liabilities	2,353			(360		)	—			1,993
Long-term liabilities	8,219			(724		)	—			7,495
Redeemable noncontrolling interests	251			(49		)	—			202
Common stock	718			—			—			718
Capital in excess of par value	3,119			—			—			3,119
Retained earnings	10,575			(5,666		)	2,827		(a), (c)	7,736
Treasury stock, at cost	(3,639		)	—			—			(3,639		)
Accumulated other comprehensive loss	(1,174		)	586			—			(588		)
Shareholders’ equity attributable to Johnson Controls	9,599			(5,080		)	2,827			7,346
Noncontrolling interests	924			(131		)	—			793
Total equity	10,523			(5,211		)	2,827			8,139
Total liabilities and equity	$	31,879		$	(10,450	)	$	2,827		$	24,256

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma consolidated financial statements as of June 30, 2016 and for the nine months ended June 30, 2016 and the latest fiscal year ended September 30, 2015 include the following Spin-Off-related adjustments:

(a)Removal of $46 million of Adient separation costs in the nine months ended June 30, 2016 and $2 million of Adient separation costs in the year ended September 30, 2015. These costs directly relate to the Spin-Off of Adient and will not recur and as such, have been removed from the unaudited pro forma consolidated statements of income. On the unaudited pro forma consolidated statement of financial position, we have reflected a pro forma accrual of approximately $173 million of estimated Adient separation costs that the Company expects to incur subsequent to June 30, 2016 to complete the Spin-Off.

(b)The tax effects of pro forma adjustment (a) reflect the tax benefit recorded at the time the costs were incurred.

(c)In connection with the Adient Spin-off, Adient has obtained $3,500 million in debt financing. Approximately $500 million of the proceeds of such financing remain with Adient following the Spin-Off, with approximately $3,000 million distributed to the Company prior to the completion of the Spin-Off.