CORK, IrelandMay 30, 2019. Johnson Controls International plc (NYSE: JCI) today announced the expiration and the final tender results of its previously announced cash tender offers (each, an “Offer,” and collectively, the “Offers”) to purchase for cash up to $1,500,000,000 aggregate principal amount of certain of its outstanding senior notes (collectively, the “Notes”). The Offers were made pursuant to the terms and conditions set forth in JCI’s Offer to Purchase, dated May 1, 2019, as amended by JCI’s First Supplement to the Offer to Purchase, dated May 15, 2019 (the “First Supplement to the Offer to Purchase” and, as amended, the “Offer to Purchase”).

On May 17, 2019, JCI purchased $1,450,000,000 aggregate principal amount of certain of its Notes that had been tendered and accepted for payment in the Offers. The First Supplement to the Offer to Purchase amended the Offer solely with respect to JCI’s 6.000% notes due 2036 (the “6.000% 2036 Notes”) to provide that the maximum aggregate principal amount of 6.000% 2036 Notes that JCI will accept for purchase in the Offer for such Notes is $50,000,000 (the “6.000% 2036 Notes Series Maximum”) and to extend the withdrawal deadline with respect to the 6.000% 2036 Notes to 11:59 p.m.New York City time, on May 29, 2019 (the “6.000% 2036 Notes Withdrawal Deadline”). The terms of the Offers provide that Notes tendered at or prior to 5:00 p.m.New York City time, on May 14, 2019 (the “Early Tender Deadline”) have priority over any Notes tendered after the Early Tender Deadline (including any 6.000% Notes withdrawn after the Early Tender Deadline and thereafter re-tendered at or prior to 11:59 p.m.New York City time, on May 29, 2019 (the “Expiration Date”)).

As of the Expiration Date, according to information received from D.F. King & Co., Inc., the Tender Agent and Information Agent for the Offers, $211,236,000 aggregate principal amount of 6.000% 2036 Notes had been validly tendered and not validly withdrawn on or prior to the 6.000% 2036 Notes Withdrawal Deadline, which amount is greater than the 6.000% 2036 Notes Series Maximum. No 6.000% 2036 Notes were tendered after the Early Tender Deadline.  As a result, JCI expects to accept for purchase $50,000,000 aggregate principal amount of 6.000% 2036 Notes using a proration factor of approximately 23.67% and none of JCI’s 4.950% notes due 2064 or other Notes will be purchased in the Offers. Notes not accepted for purchase will be promptly credited to the account of the registered holder of such Notes with The Depository Trust Company in accordance with the Offer to Purchase.

Holders of 6.000% 2036 Notes accepted for purchase will receive total consideration of $1,191.91 per $1,000 in aggregate principal amount of 6.000% 2036 Notes (which represents the Total Consideration (as defined in the Offer to Purchase) for such series and includes an early tender premium of $30 per $1,000 in aggregate principal amount of Notes accepted for purchase) plus accrued and unpaid interest, if any, from the last interest payment date for the 6.000% 2036 Notes up to, but not including, the settlement date for the 6.000% 2036 Notes accepted in the Offers, which is expected to be May 31, 2019.

JCI’s obligation to accept for purchase, and to pay for, Notes that are validly tendered and not validly withdrawn pursuant to each Offer is conditioned on the satisfaction or waiver by JCI of a number of conditions as described in the Offer to Purchase. No Offer is conditioned on the consummation of the other Offers, or on the receipt of financing.

BofA Merrill Lynch and Citigroup are acting as the Lead Dealer Managers (the “Lead Dealer Managers”) and D. F. King & Co., Inc. is acting as the Tender Agent and Information Agent for the Offers. Requests for documents may be directed to D.F. King & Co., Inc. in New Yorkat (866) 342-4884 (toll free) or in London at +44 20 7920-9700 (collect) or via email at jci@dfking.com. Questions regarding the Offers may be directed to BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 387-3907 (collect) and Citigroup at (800) 558-3745 (toll free) or (212) 723-6106 (collect). COMMERZBANK, Credit Agricole CIB, Danske Markets, Deutsche Bank Securities, ICBC Standard Bank, ING, J.P. Morgan, MUFG, Standard Chartered Bank, TD Securities and UniCredit Capital Markets are acting as Co-Dealer Managers for the Offers (the “Co-Dealer Managers”).

This announcement is for informational purposes only and is not an offer to purchase or sell or a solicitation of an offer to purchase or sell, with respect to any securities. The Offers to purchase the Notes were only made pursuant to the terms of the Offer to Purchase. The Offers were not made in any state or jurisdiction in which such Offers would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Johnson Controls:

Johnson Controls is a global leader creating a safe, comfortable and sustainable world. Our 105,000 employees create intelligent buildings, efficient energy solutions and integrated infrastructure that work seamlessly together to deliver on the promise of smart cities and communities in 150 countries. 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 everywhere, every day and creating greater value for all of our stakeholders through our strategic focus on buildings. For additional information, please visit http://www.johnsoncontrols.com

Media Contact : Fraser Engerman. Ph no : (414) 524-2733. Email: Engerman@johnsoncontrols.com

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