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): May 1, 2019 (April 30, 2019)

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)	(I.R.S. Employer Identification Number)

One 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)

Securities Registered Pursuant to Section 12(b) of the Exchange Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Ordinary Shares, Par Value $0.01	JCI	New York Stock Exchange

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

[ X ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company	¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		¨

Item 2.01.    Completion of Acquisition or Disposition of Assets.

On April 30, 2019, Johnson Controls International plc (the “Company”) completed the previously announced sale of its Power Solutions business (the “Business”) to BCP Acquisition LLC, a Delaware limited liability company (“Purchaser”), pursuant to the Stock and Asset Purchase Agreement, dated as of November 13, 2018, by and between the Company and Purchaser (as amended or supplemented from time to time, the “Purchase Agreement”), for an aggregate purchase price of U.S.$13,244,000,000, subject to certain adjustments as set forth in the Purchase Agreement.

The foregoing description of the Purchase Agreement, and the transactions contemplated thereby, including the sale of the Business, is included to provide you with information regarding its terms. It does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which was filed by the Company as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on November 13, 2018, the full text of which is incorporated herein by reference.

Item 2.02.    Results of Operations and Financial Condition.

On May 1, 2019, the Company issued a press release containing information about the Company’s results of operations for the three and six months ended March 31, 2019. A copy of this press release is furnished as Exhibit 99.1 and incorporated by reference in this Item 2.02.

Item 8.01.    Other Events.

Debt Tender Offers

On May 1, 2019, the Company issued a press release announcing the commencement of cash tender offers (each, a “Debt Tender Offer,” and collectively, the “Debt Tender Offers”) to purchase up to $1.5 billion in aggregate principal amount (as such amount may be increased by the Company pursuant to the terms of the Debt Tender Offers, the “Aggregate Maximum Purchase Amount”) of certain of its senior notes (the “Notes”). The Debt Tender Offers are each being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 1, 2019 (the “Offer to Purchase”). The Debt Tender Offers are not conditioned on any minimum amount of Notes being tendered or the consummation of the other Debt Tender Offers, or on the receipt of financing. The Company will fund the purchase of Notes in the Debt Tender Offers with a portion of the proceeds from the sale of the Business.

The Debt Tender Offers will expire at 11:59 p.m., New York City time, on May 29, 2019, unless extended or earlier terminated (such time and date, as the same may be extended with respect to one or more Debt Tender Offers, the “Expiration Date”). Holders of Notes must validly tender and not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on May 14, 2019 (such time and date, as the same may be extended with respect to one or more Debt Tender Offers, the “Early Tender Deadline”) in order to be eligible to receive the applicable Total Consideration (as set forth in the Offer to Purchase), which includes the Early Tender Premium (as set forth in the Offer to Purchase). Holders who validly tender their Notes after the Early Tender Deadline and at or prior to the Expiration Date will be eligible to receive only the applicable Tender Consideration (as set forth in the Offer to Purchase), which does not include the Early Tender Premium. Tendered Notes may be withdrawn at or prior to 5:00 p.m., New York City time, on May 14, 2019, by following the procedures described in the Offer to Purchase, but may not thereafter be validly withdrawn, except as provided for in the Offer to Purchase or required by applicable law.

A copy of the press release announcing the Debt Tender Offers is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Intention to Commence an Equity Tender Offer

On May 1, 2019, the Company also announced its intention to commence a “modified Dutch auction” tender offer in the coming days (the “Equity Tender Offer”) under its share repurchase program. The Company also announced that it intends to launch a “modified Dutch auction” tender offer to purchase its ordinary shares for cash up to an aggregate purchase price of $4,000,000,000, at a per share purchase price not greater than $40.00 and not

less than $36.00 in the Equity Tender Offer. The Company will fund the purchase of shares in the Equity Tender Offer with a portion of the proceeds from the sale of the Business.

Neither this report nor the exhibits hereto is a recommendation to buy or sell any of the Company’s securities and shall not constitute an offer to purchase or the solicitation of an offer to sell any securities of the Company. The Debt Tender Offers are being made exclusively pursuant to the Offer to Purchase, which sets forth the terms and conditions of the Debt Tender Offers.The Equity Tender Offer has not yet commenced, and there can be no assurances that the Company will commence the Equity Tender Offer on the terms described in this report or at all. On the commencement date of the Equity Tender Offer, the Company will file a tender offer statement on Schedule TO, including an offer to purchase, letter of transmittal and related materials, with the United States Securities and Exchange Commission (the “SEC”). The Equity Tender Offer will be made only pursuant to the offer to purchase, the related letter of transmittal and other related materials filed as part of the Schedule TO with the SEC upon commencement of the Equity Tender Offer. When available, shareholders should read carefully the offer to purchase, letter of transmittal and related materials because they will contain important information, including the various terms of, and conditions to, the Equity Tender Offer. Once the Equity Tender Offer is commenced, shareholders will be able to obtain a free copy of the tender offer statement on Schedule TO, the offer to purchase, letter of transmittal and other documents that the Company will be filing with the SEC at the SEC’s website at www.sec.gov or from the Company’s information agent in connection with the Equity Tender Offer.

Item 9.01.    Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The unaudited pro forma consolidated financial statements of the Company as of December 31, 2018, for the three months ended December 31, 2018, and for each of the years ended September 30, 2018, 2017 and 2016 and notes thereto are filed as Exhibit 99.3 hereto and are incorporated herein by reference.

(d) Exhibits.

99.1 Press release issued by Johnson Controls International plc, dated May 1, 2019, relating to the Company's results of operations.

99.2 Press release issued by Johnson Controls International plc, dated May 1, 2019, relating to the Debt Tender Offers.

99.3 Unaudited pro forma consolidated financial statements of Johnson Controls International plc.

SIGNATURES

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

May 1, 2019	By:	/s/ Michael R. Peterson
		Name:	Michael R. Peterson
		Title:	Vice President and Corporate Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release issued by Johnson Controls International plc, dated May 1, 2019, relating to the Company’s results of operations.
99.2	Press release issued by Johnson Controls International plc, dated May 1, 2019, relating to the Debt Tender Offers.
99.3	Unaudited pro forma consolidated financial statements of Johnson Controls International plc.

EX-99.1

FOR IMMEDIATE RELEASE

CONTACT: Investors: Antonella Franzen (609) 720-4665 Ryan Edelman (609) 720-4545 Media: Fraser Engerman (414) 524-2733 Exhibit 99.1

Johnson Controls reports strong organic revenue and earnings growth in fiscal Q2;

Closes sale of Power Solutions business and increases fiscal 2019 guidance

________________________________________________________________________________

▪ GAAP EPS from continuing operations of $0.26 per share, including special items

▪ Adjusted EPS from continuing operations of $0.32, up 23% versus prior year

▪ Sales of $5.8 billion, up 3%, reflecting organic growth of 6%; Field up 3% with organic growth of 6%; Products up 2% with organic growth of 7%

▪ Field orders up 2% organically versus prior year; Backlog up 6% organically versus prior year

▪ Repurchased approximately 16 million shares in the quarter for $533 million

▪ Closed sale of Power Solutions business with net cash proceeds of approximately $11.6 billion

▪ Increased fiscal 2019 adjusted EPS from continuing operations guidance to $1.85 to $1.95, representing a year-over-year increase of 16% to 23%

________________________________________________________________________________

CORK, Ireland, May 1, 2019 -- Johnson Controls International plc (NYSE: JCI) today reported fiscal second quarter 2019 GAAP earnings per share (“EPS”) from continuing operations, including special items, of $0.26. Excluding these items, adjusted EPS from continuing operations was $0.32, up 23% versus the prior year period (see attached footnotes for non-GAAP reconciliation).

Sales of $5.8 billion increased 3% compared to the prior year. Excluding the impacts of M&A and foreign currency, sales grew 6% organically.

GAAP earnings before interest and taxes (“EBIT”) was $419 million and EBIT margin was 7.3%. Adjusted EBIT was $469 million and adjusted EBIT margin was 8.1%, up 60 basis points over the prior year. Excluding the impact of M&A and foreign currency, the underlying adjusted EBIT margin increased 70 basis points.

Page 1 of 16

On April 30, 2019, the Company closed the previously announced sale of the Power Solutions business to Brookfield Business Partners for net cash proceeds of approximately $11.6 billion. As previously stated, net cash proceeds are expected to be used to reduce $3.4 billion in existing debt, and fund the repurchase of up to $8.2 billion in ordinary shares.

Separately, in connection with the closing of the transaction, the Company announced today that it plans to launch a “modified Dutch auction” tender offer in the coming days for up to $4.0 billion of its ordinary shares with a price range between $36.00 and $40.00 per share. The Company also announced that it has commenced a cash tender offer to purchase up to $1.5 billion in aggregate principal amount of certain of its outstanding notes.  For additional information regarding the debt tender, please refer to the debt tender offer press release issued by the Company concurrently with this release.

“Johnson Controls delivered another strong quarter, demonstrating continued organic top-line momentum and our commitment to operational execution,” said George Oliver, chairman and CEO. “Given the strength of our backlog, visibility into our order pipeline, and strategic initiatives to improve profitability, I am confident in our outlook for the second half. Additionally, we closed the Power Solutions transaction ahead of schedule, which enables us to accelerate our efforts to return capital to shareholders.”

Income and EPS amounts attributable to Johnson Controls ordinary shareholders

($ millions, except per-share amounts)

The financial highlights presented in the tables below are in accordance with GAAP, unless otherwise indicated. All comparisons are to the fiscal second quarter of 2018. The results of Power Solutions are reported as discontinued operations in all periods presented.

Organic sales growth, organic EBITA growth, adjusted segment EBITA, adjusted EBIT, adjusted EPS from continuing operations and adjusted free cash flow are non-GAAP financial measures. For a reconciliation of these non-GAAP measures and detail of the special items, refer to the attached footnotes. A slide presentation to accompany the results can be found in the Investor Relations section of Johnson Controls’ website at http://investors.johnsoncontrols.com.

	GAAP	GAAP	Adjusted	Adjusted
	Q2 2018	Q2 2019	Q2 2018	Q2 2019	Change
Sales	$5,630	$5,779	$5,630	$5,779	+3%
Segment EBITA	615	664	630	671	+7%
EBIT	361	419	425	469	+10%
Net income from continuing operations	184	240	246	287	+17%
Diluted EPS from continuing operations	$0.20	$0.26	$0.26	$0.32	+23%

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BUSINESS RESULTS

Building Solutions North America

	GAAP	GAAP	Adjusted	Adjusted
	Q2 2018	Q2 2019	Q2 2018	Q2 2019	Change
Sales	$2,097	$2,187	$2,097	$2,187	4%
Segment EBITA	$239	$257	$244	$259	6%
Segment EBITA margin %	11.4%	11.8%	11.6%	11.8%	20bps

Sales in the quarter of $2.2 billion increased 4% versus the prior year. Excluding M&A and foreign currency, organic sales increased 5% versus the prior year driven by solid growth across HVAC & Controls and Fire & Security.

Orders in the quarter, excluding M&A and adjusted for foreign currency, increased 2% year-over-year. Backlog at the end of the quarter of $5.6 billion increased 5% year-over-year, excluding M&A and adjusted for foreign currency.

Adjusted segment EBITA was $259 million, up 6% versus the prior year. Adjusted segment EBITA margin of 11.8% expanded 20 basis points versus the prior year as favorable volume leverage as well as cost synergies and productivity savings, were partially offset by unfavorable mix and run-rate salesforce additions.

Building Solutions EMEA/LA (Europe, Middle East, Africa/Latin America)

	GAAP	GAAP	Adjusted	Adjusted
	Q2 2018	Q2 2019	Q2 2018	Q2 2019	Change
Sales	$907	$878	$907	$878	(3%)
Segment EBITA	$77	$80	$78	$81	4%
Segment EBITA margin %	8.5%	9.1%	8.6%	9.2%	60bps

Sales in the quarter of $878 million declined 3% versus the prior year. Excluding M&A and foreign currency, organic sales grew 4% versus the prior year driven by strong growth in service and project installation. Growth was positive across most regions, led by strength in Fire & Security and Industrial Refrigeration in Europe and Latin America.

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Orders in the quarter, excluding M&A and adjusted for foreign currency, increased 3% year-over-year. Backlog at the end of the quarter of $1.7 billion increased 9% year-over-year, excluding M&A and adjusted for foreign currency.

Adjusted segment EBITA was $81 million, up 4% versus the prior year. Adjusted segment EBITA margin of 9.2% expanded 60 basis points over the prior year, including a 40 basis point headwind related to foreign currency. Adjusting for foreign currency, the underlying margin improved 100 basis points driven by favorable volume, as well as the benefit from cost synergies and productivity savings, partially offset by run-rate salesforce additions.

Building Solutions Asia Pacific

	GAAP	GAAP	Adjusted	Adjusted
	Q2 2018	Q2 2019	Q2 2018	Q2 2019	Change
Sales	$586	$628	$586	$628	7%
Segment EBITA	$71	$76	$71	$76	7%
Segment EBITA margin %	12.1%	12.1%	12.1%	12.1%	Flat

Sales in the quarter of $628 million increased 7% versus the prior year. Excluding M&A and foreign currency, organic sales increased 12% versus the prior year driven primarily by double digit growth in project installations.

Orders in the quarter, excluding M&A and adjusted for foreign currency, increased 1% year-over-year. Backlog at the end of the quarter of $1.6 billion increased 8% year-over-year, excluding M&A and adjusted for foreign currency.

Adjusted segment EBITA was $76 million, up 7% versus the prior year. Adjusted segment EBITA margin of 12.1% was unchanged versus the prior year as favorable volume was more than offset by unfavorable mix, run-rate salesforce additions and expected underlying margin pressure.

Global Products

	GAAP	GAAP	Adjusted	Adjusted
	Q2 2018	Q2 2019	Q2 2018	Q2 2019	Change
Sales	$2,040	$2,086	$2,040	$2,086	2%
Segment EBITA	$228	$251	$237	$255	8%
Segment EBITA margin %	11.2%	12.0%	11.6%	12.2%	60bps

Page 4 of 16

Sales in the quarter of $2.1 billion increased 2% versus the prior year. Excluding M&A and foreign currency, organic sales increased 7% versus the prior year with low-double digit growth in Building Management Systems, mid-single digit growth in HVAC & Refrigeration Equipment, and low-double digit growth in Specialty Products.

Adjusted segment EBITA was $255 million, up 8% versus the prior year. Adjusted segment EBITA margin of 12.2% expanded 60 basis points over the prior year. This increase was driven by favorable volume and mix, positive price/cost as well as the benefit of cost synergies and productivity savings, slightly offset by ongoing product investments.

Corporate

	GAAP	GAAP	Adjusted	Adjusted
	Q2 2018	Q2 2019	Q2 2018	Q2 2019	Change
Corporate expense	($162)	($167)	($113)	($104)	(8%)

Adjusted Corporate expense was $104 million in the quarter, a decrease of 8% compared to the prior year, driven primarily by continued cost synergies and productivity savings.

OTHER ITEMS

• For the quarter, cash provided by operating activities from continuing operations was $0.2 billion and capital expenditures were $0.1 billion, resulting in free cash flow from continuing operations of $0.1 billion. Adjusted free cash flow was $0.2 billion, which excludes net cash outflows of $0.1 billion primarily related to integration costs.

• Year-to-date, cash provided by operating activities from continuing operations was $0.1 billion and capital expenditures were $0.3 billion, resulting in a free cash outflow from continuing operations of $0.2 billion. Adjusted free cash flow was neutral, which excludes net cash outflows of $0.2 billion primarily related to restructuring and integration costs.

• During the quarter, the Company repurchased approximately 16 million shares for $533 million. Year-to-date, the Company repurchased approximately 30 million shares for $1 billion.

▪ The Company is increasing its outlook for fiscal 2019 adjusted EPS before special items from continuing operations to a range of $1.85 to $1.95, representing a year-over-year increase of 16% to 23%. The updated outlook reflects the incremental use of Power Solutions sale proceeds, which are now expected to result in an approximate $0.15 benefit versus a $0.05 benefit previously expected.

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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 or follow us @johnsoncontrols on Twitter.

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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 (including but not limited to the recently enacted Tax Cuts and Jobs Act), 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, changes to laws or policies governing foreign trade, including increased tariffs or trade restrictions, automotive vehicle production levels, mix and schedules, energy and commodity prices, the availability of raw materials and component products, currency rates and cancellation of or changes to commercial arrangements, and with respect to the disposition of the Power Solutions business, whether the strategic benefits of the Power Solutions transaction can be achieved. A detailed discussion of risks related to Johnson Controls’ business is included in the section entitled “Risk Factors” in Johnson Controls’ Annual Report on Form 10-K for the 2018 fiscal year filed with the SEC on November 20, 2018, which is available at www.sec.gov and www.johnsoncontrols.com under the “Investors” tab. 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.

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Page 6 of 16

Non-GAAP Financial Information

The Company's press release contains financial information regarding adjusted earnings per share, which is a non-GAAP performance measure. The adjusting items include net mark-to-market adjustments, transaction/integration costs, restructuring and impairment costs, Scott Safety gain on sale, the impact of ceasing the depreciation/amortization expense for the Power Solutions business as the business is held for sale and discrete tax items. Financial information regarding organic sales, adjusted segment EBITA, adjusted organic segment EBITA, adjusted segment EBITA margin, adjusted free cash flow and adjusted free cash flow conversion are also presented, which are non-GAAP performance measures. Adjusted segment EBITA excludes special items such as transaction/integration costs and Scott Safety gain on sale because these costs are not considered to be directly related to the underlying operating performance of its business units. Management believes that, when considered together with unadjusted amounts, these non-GAAP measures are useful to investors in understanding period-over-period operating results and business trends of the Company. Management may also use these metrics as guides in forecasting, budgeting and long-term planning processes and for compensation purposes. These metrics should be considered in addition to, and not as replacements for, the most comparable GAAP measure.

Additional Information and Where to Find It

This news release is for informational purposes only, is not a recommendation to buy or sell any securities of Johnson Controls, and does not constitute an offer to buy or the solicitation to sell any securities of Johnson Controls.

The equity tender offer has not yet commenced, and there can be no assurances that Johnson Controls will commence the equity tender offer on the terms described in this new release or at all. On the commencement date of the equity tender offer, Johnson Controls will file a tender offer statement on Schedule TO, including an offer to purchase, letter of transmittal and related materials, with the SEC. The equity tender offer will be made only pursuant to the offer to purchase, the related letter of transmittal and other related materials filed as part of the Schedule TO with the SEC upon commencement of the equity tender offer. When available, shareholders should read carefully the offer to purchase, letter of transmittal and related materials because they will contain important information, including the various terms of, and conditions to, the equity tender offer. Once the equity tender offer is commenced, shareholders will be able to obtain a free copy of the tender offer statement on Schedule TO, the offer to purchase, letter of transmittal and other documents that Johnson Controls will be filing with the SEC at the SEC’s website at www.sec.gov or from Johnson Control’s information agent in connection with the equity tender offer.

Additionally, the debt tender offer described in this news release is being made solely on the terms and subject to the conditions set forth in the offering materials relating to the debt tender and the information in this press release is qualified by reference to such offering materials.

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JOHNSON CONTROLS INTERNATIONAL PLC CONDENSED CONSOLIDATED STATEMENTS OF INCOME (in millions, except per share data; unaudited)
		Three Months Ended March 31,
		2019			2018
Net sales		$	5,779		$	5,630
Cost of sales		3,935			3,806
	Gross profit	1,844			1,824
Selling, general and administrative expenses		(1,458		)	(1,490		)
Net financing charges		(98		)	(107		)
Equity income		33			27
Income from continuing operations before income taxes		321			254
Income tax provision		47			36
Income from continuing operations		274			218
Income from discontinued operations, net of tax		284			265
Net income		558			483
Less: Income from continuing operations      attributable to noncontrolling interests		34			34
Less: Income from discontinued operations      attributable to noncontrolling interests		9			11
Net income attributable to JCI		$	515		$	438
Income from continuing operations		$	240		$	184
Income from discontinued operations		275			254
Net income attributable to JCI		$	515		$	438
Diluted earnings per share from continuing operations		$	0.26		$	0.20
Diluted earnings per share from discontinued operations		0.30			0.27
Diluted earnings per share *		$	0.57		$	0.47
Diluted weighted average shares		905.9			932.5
Shares outstanding at period end		898.1			926.2

* May not sum due to rounding.

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JOHNSON CONTROLS INTERNATIONAL PLC CONDENSED CONSOLIDATED STATEMENTS OF INCOME (in millions, except per share data; unaudited)
		Six Months Ended March 31,
		2019			2018
Net sales		$	11,243		$	10,935
Cost of sales		7,674			7,413
	Gross profit	3,569			3,522
Selling, general and administrative expenses		(2,896		)	(2,809		)
Restructuring and impairment costs		—			(154		)
Net financing charges		(183		)	(209		)
Equity income		75			74
Income from continuing operations before income taxes		565			424
Income tax provision		155			253
Income from continuing operations		410			171
Income from discontinued operations, net of tax		547			583
Net income		957			754
Less: Income from continuing operations      attributable to noncontrolling interests		63			62
Less: Income from discontinued operations      attributable to noncontrolling interests		24			24
Net income attributable to JCI		$	870		$	668
Income from continuing operations		$	347		$	109
Income from discontinued operations		523			559
Net income attributable to JCI		$	870		$	668
Diluted earnings per share from continuing operations		$	0.38		$	0.12
Diluted earnings per share from discontinued operations		0.57			0.60
Diluted earnings per share		$	0.95		$	0.72
Diluted weighted average shares		915.6			932.9
Shares outstanding at period end		898.1			926.2

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JOHNSON CONTROLS INTERNATIONAL PLC CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (in millions; unaudited)
		March 31, 2019		September 30, 2018
ASSETS
Cash and cash equivalents		$	239	$	185
Accounts receivable - net		5,707		5,622
Inventories		2,124		1,819
Assets held for sale		2,999		3,015
Other current assets		1,767		1,182
	Current assets	12,836		11,823
Property, plant and equipment - net		3,332		3,300
Goodwill		18,311		18,381
Other intangible assets - net		6,015		6,187
Investments in partially-owned affiliates		937		848
Noncurrent assets held for sale		5,229		5,188
Other noncurrent assets		1,829		3,070
	Total assets	$	48,489	$	48,797
LIABILITIES AND EQUITY
Short-term debt and current portion of long-term debt		$	3,968	$	1,307
Accounts payable and accrued expenses		4,214		4,428
Liabilities held for sale		1,558		1,791
Other current liabilities		3,701		3,724
	Current liabilities	13,441		11,250
Long-term debt		8,418		9,623
Other noncurrent liabilities		5,144		5,259
Noncurrent liabilities held for sale		185		207
Shareholders' equity attributable to JCI		20,036		21,164
Noncontrolling interests		1,265		1,294
	Total liabilities and equity	$	48,489	$	48,797

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JOHNSON CONTROLS INTERNATIONAL PLC CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions; unaudited)
				Three Months Ended March 31,
				2019			2018
Operating Activities
Net income attributable to JCI from continuing operations				$	240		$	184
Income from continuing operations attributable to noncontrolling interests				34			34
Net income from continuing operations				274			218
Adjustments to reconcile net income from continuing operations to
cash provided by operating activities:
	Depreciation and amortization			211			212
	Pension and postretirement benefit income			(28		)	(36		)
	Pension and postretirement contributions			(16		)	(13		)
	Equity in earnings of partially-owned affiliates, net of dividends received			(31		)	(26		)
	Deferred income taxes			460			1
	Other - net			5			11
	Changes in assets and liabilities, excluding acquisitions and divestitures:
		Accounts receivable		(285		)	(97		)
		Inventories		(99		)	(13		)
		Other assets		34			(37		)
		Restructuring reserves		(34		)	(102		)
		Accounts payable and accrued liabilities		209			206
		Accrued income taxes		(518		)	(51		)
			Cash provided by operating activities from continuing operations	182			273
Investing Activities
Capital expenditures				(125		)	(166		)
Acquisition of businesses, net of cash acquired				—			(15		)
Business divestitures, net of cash divested				—			103
Other - net				2			9
			Cash used by investing activities from continuing operations	(123		)	(69		)
Financing Activities
Increase (decrease) in short and long-term debt - net				530			(488		)
Stock repurchases				(533		)	(49		)
Payment of cash dividends				(239		)	(241		)
Proceeds from the exercise of stock options				38			20
Dividends paid to noncontrolling interests				(89		)	(43		)
Employee equity-based compensation withholdings				(2		)	(12		)
			Cash used by financing activities from continuing operations	(295		)	(813		)
Discontinued Operations
Net cash provided by operating activities				309			391
Net cash used by investing activities				(87		)	(107		)
Net cash used by financing activities				(17		)	(1		)
			Net cash flows provided by discontinued operations	205			283
Effect of exchange rate changes on cash, cash equivalents and restricted cash				5			44
Changes in cash held for sale				(28		)	(5		)
Decrease in cash, cash equivalents and restricted cash				$	(54	)	$	(287	)

Page 11 of 16

JOHNSON CONTROLS INTERNATIONAL PLC CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in millions; unaudited)
				Six Months Ended March 31,
				2019			2018
Operating Activities
Net income attributable to JCI from continuing operations				$	347		$	109
Income from continuing operations attributable to noncontrolling interests				63			62
Net income from continuing operations				410			171
Adjustments to reconcile net income from continuing operations to
cash provided by operating activities:
	Depreciation and amortization			422			422
	Pension and postretirement benefit income			(57		)	(72		)
	Pension and postretirement contributions			(37		)	(36		)
	Equity in earnings of partially-owned affiliates, net of dividends received			(67		)	(59		)
	Deferred income taxes			503			(79		)
	Non-cash restructuring and impairment costs			—			28
	Gain on Scott Safety business divestiture			—			(114		)
	Other - net			33			38
	Changes in assets and liabilities, excluding acquisitions and divestitures:
		Accounts receivable		(139		)	(107		)
		Inventories		(321		)	(209		)
		Other assets		(29		)	(174		)
		Restructuring reserves		(59		)	(6		)
		Accounts payable and accrued liabilities		(17		)	(53		)
		Accrued income taxes		(539		)	390
			Cash provided by operating activities from continuing operations	103			140
Investing Activities
Capital expenditures				(278		)	(280		)
Acquisition of businesses, net of cash acquired				(13		)	(15		)
Business divestitures, net of cash divested				6			2,114
Other - net				26			(8		)
			Cash provided (used) by investing activities from continuing operations	(259		)	1,811
Financing Activities
Increase (decrease) in short and long-term debt - net				1,544			(1,544		)
Stock repurchases				(1,000		)	(199		)
Payment of cash dividends				(479		)	(473		)
Dividends paid to noncontrolling interests				(132		)	(43		)
Proceeds from the exercise of stock options				51			36
Employee equity-based compensation withholdings				(23		)	(36		)
Other - net				—			(4		)
			Cash used by financing activities from continuing operations	(39		)	(2,263		)
Discontinued Operations
Net cash provided by operating activities				502			397
Net cash used by investing activities				(153		)	(228		)
Net cash provided (used) by financing activities				(28		)	9
			Net cash flows provided by discontinued operations	321			178
Effect of exchange rate changes on cash, cash equivalents and restricted cash				(38		)	61
Changes in cash held for sale				(30		)	5
Increase (decrease) in cash, cash equivalents and restricted cash				$	58		$	(68	)

Page 12 of 16

FOOTNOTES

1. Financial Summary

The Company evaluates the performance of its business units primarily on segment earnings before interest, taxes and amortization (EBITA), which represents income from continuing operations before income taxes and noncontrolling interests, excluding general corporate expenses, intangible asset amortization, net financing charges, restructuring and impairment costs, and the net mark-to-market adjustments related to restricted asbestos investments and pension and postretirement plans. In the first quarter of fiscal 2019, the Company began reporting the Power Solutions business as a discontinued operation, which required retrospective application to previously reported financial information. As a result, the financial results shown below are for continuing operations and exclude the Power Solutions business.

	Three Months Ended March 31,
(in millions; unaudited)	2019						2018
	Actual			Adjusted Non-GAAP			Actual			Adjusted Non-GAAP
Net sales
Building Solutions North America	$	2,187		$	2,187		$	2,097		$	2,097
Building Solutions EMEA/LA	878			878			907			907
Building Solutions Asia Pacific	628			628			586			586
Global Products	2,086			2,086			2,040			2,040
Net sales	$	5,779		$	5,779		$	5,630		$	5,630
Segment EBITA (1)
Building Solutions North America	$	257		$	259		$	239		$	244
Building Solutions EMEA/LA	80			81			77			78
Building Solutions Asia Pacific	76			76			71			71
Global Products	251			255			228			237
Segment EBITA	664			671			615			630
Corporate expenses (2)	(167		)	(104		)	(162		)	(113		)
Amortization of intangible assets	(98		)	(98		)	(92		)	(92		)
Net mark-to-market adjustments (3)	20			—			—			—
Restructuring and impairment costs (4)	—			—			—			—
EBIT (5)	419			469			361			425
EBIT margin	7.3		%	8.1		%	6.4		%	7.5		%
Net financing charges	(98		)	(98		)	(107		)	(107		)
Income from continuing operations before income taxes	321			371			254			318
Income tax provision (6)	(47		)	(50		)	(36		)	(38		)
Income from continuing operations	274			321			218			280
Income from continuing operations attributable to      noncontrolling interests	(34		)	(34		)	(34		)	(34		)
Net income from continuing operations attributable to JCI	$	240		$	287		$	184		$	246

	Six Months Ended March 31,
(in millions; unaudited)	2019						2018
	Actual			Adjusted Non-GAAP			Actual			Adjusted Non-GAAP
Net sales
Building Solutions North America	$	4,303		$	4,303		$	4,109		$	4,109
Building Solutions EMEA/LA	1,785			1,785			1,822			1,822
Building Solutions Asia Pacific	1,241			1,241			1,183			1,183
Global Products	3,914			3,914			3,821			3,821
Net sales	$	11,243		$	11,243		$	10,935		$	10,935
Segment EBITA (1)
Building Solutions North America	$	507		$	512		$	466		$	480
Building Solutions EMEA/LA	157			158			146			149
Building Solutions Asia Pacific	142			142			145			145
Global Products	441			449			514			415
Segment EBITA	1,247			1,261			1,271			1,189
Corporate expenses (2)	(303		)	(197		)	(300		)	(218		)
Amortization of intangible assets	(195		)	(195		)	(184		)	(184		)
Net mark-to-market adjustments (3)	(1		)	—			—			—
Restructuring and impairment costs (4)	—			—			(154		)	—
EBIT (5)	748			869			633			787
EBIT margin	6.7		%	7.7		%	5.8		%	7.2		%
Net financing charges	(183		)	(183		)	(209		)	(209		)
Income from continuing operations before income taxes	565			686			424			578
Income tax provision (6)	(155		)	(93		)	(253		)	(70		)
Income from continuing operations	410			593			171			508
Income from continuing operations attributable to      noncontrolling interests	(63		)	(63		)	(62		)	(62		)
Net income from continuing operations attributable to JCI	$	347		$	530		$	109		$	446

(1) The Company's press release contains financial information regarding adjusted segment EBITA and adjusted segment EBITA margins, which are non-GAAP performance measures. The Company's definition of adjusted segment EBITA excludes special items because these costs are not considered to be directly related to the underlying operating performance of its businesses. Management believes these non-GAAP measures are useful to investors in understanding the ongoing operations and business trends of the Company.

The following is the three months ended March 31, 2019 and 2018 reconciliation of segment EBITA and segment EBITA margin as reported to adjusted segment EBITA and adjusted segment EBITA margin (unaudited):

(in millions)	Building Solutions North America						Building Solutions EMEA/LA						Building Solutions Asia Pacific						Global Products						Consolidated JCI plc
	2019			2018			2019			2018			2019			2018			2019			2018			2019			2018
Segment EBITA as reported	$	257		$	239		$	80		$	77		$	76		$	71		$	251		$	228		$	664		$	615
Segment EBITA margin as reported	11.8		%	11.4		%	9.1		%	8.5		%	12.1		%	12.1		%	12.0		%	11.2		%	11.5		%	10.9		%
Adjusting items:
Integration costs	2			5			1			1			—			—			4			9			7			15
Adjusted segment EBITA	$	259		$	244		$	81		$	78		$	76		$	71		$	255		$	237		$	671		$	630
Adjusted segment EBITA margin	11.8		%	11.6		%	9.2		%	8.6		%	12.1		%	12.1		%	12.2		%	11.6		%	11.6		%	11.2		%

The following is the six months ended March 31, 2019 and 2018 reconciliation of segment EBITA and segment EBITA margin as reported to adjusted segment EBITA and adjusted segment EBITA margin (unaudited):

(in millions)	Building Solutions North America						Building Solutions EMEA/LA						Building Solutions Asia Pacific						Global Products						Consolidated JCI plc
	2019			2018			2019			2018			2019			2018			2019			2018			2019			2018
Segment EBITA as reported	$	507		$	466		$	157		$	146		$	142		$	145		$	441		$	514		$	1,247		$	1,271
Segment EBITA margin as reported	11.8		%	11.3		%	8.8		%	8.0		%	11.4		%	12.3		%	11.3		%	13.5		%	11.1		%	11.6		%
Adjusting items:
Integration costs	5			14			1			3			—			—			8			15			14			32
Scott Safety gain on sale	—			—			—			—			—			—			—			(114		)	—			(114		)
Adjusted segment EBITA	$	512		$	480		$	158		$	149		$	142		$	145		$	449		$	415		$	1,261		$	1,189
Adjusted segment EBITA margin	11.9		%	11.7		%	8.9		%	8.2		%	11.4		%	12.3		%	11.5		%	10.9		%	11.2		%	10.9		%

Page 13 of 16

(2) Adjusted Corporate expenses for the three months ended March 31, 2019 excludes $61 million of integration costs and $2 million of transaction costs. Adjusted Corporate expenses for the six months ended March 31, 2019 excludes $102 million of integration costs and $4 million of transaction costs. Adjusted Corporate expenses for the three months ended March 31, 2018 excludes $46 million of integration costs and $3 million of transaction costs. Adjusted Corporate expenses for the six months ended March 31, 2018 excludes $74 million of integration costs and $8 million of transaction costs.

(3) On October 1, 2018, the Company adopted Accounting Standards Update (ASU) No. 2016-01, "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities." ASU No. 2016-01 amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments, including marketable securities. The new standard requires the mark-to-market of marketable securities investments previously recorded within accumulated other comprehensive income on the statement of financial position be recorded in the statement of income on a prospective basis beginning as of the adoption date. The three months ended March 31, 2019 exclude the net mark-to-market adjustments on restricted investments of $20 million. The six months ended March 31. 2018 exclude the net mark-to-market adjustments on restricted investments of $1 million. As these restricted investments do not relate to the underlying operating performance of its businesses, the Company’s definition of adjusted segment EBITA and adjusted EBIT excludes the mark-to-market adjustments effective October 1, 2018.

(4) Restructuring and impairment costs for the six months ended March 31, 2018 of $154 million are excluded from the adjusted non-GAAP results. The restructuring actions and impairment costs related primarily to workforce reductions, plant closures and asset impairments in the Building Technologies & Solutions business and at Corporate.

(5) Management defines earnings before interest and taxes (EBIT) as income from continuing operations before net financing charges, income taxes and noncontrolling interests.

(6) Adjusted income tax provision for the three months ended March 31, 2019 excludes the tax benefits of integration costs of $7 million and transaction costs of $1 million, partially offset by the tax provision for net mark-to-market adjustments of $5 million. Adjusted income tax provision for the six months ended March 31, 2019 excludes the tax provision for valuation allowance adjustments of $76 million as a result of changes in U.S. tax law, partially offset by the tax benefits for integration costs of $13 million and transactions costs of $1 million. Adjusted income tax provision for the three months ended March 31, 2018 excludes the tax benefit for integration costs of $9 million, partially offset by the impact of the third quarter fiscal 2018 effective tax rate change of $7 million. Adjusted income tax provision for the six months ended March 31, 2018 excludes the net tax provision related to the U.S. Tax Reform legislation of $204 million, Scott Safety gain on sale of $30 million and the impact of the third quarter fiscal 2018 effective tax rate change of $13 million, partially offset by tax audit settlements of $25 million, restructuring and impairment costs of $23 million, integration costs of $15 million and transaction costs of $1 million.

2. Diluted Earnings Per Share Reconciliation

The Company's press release contains financial information regarding adjusted earnings per share, which is a non-GAAP performance measure. The adjusting items include transaction/integration costs, gain on sale of the Scott Safety business, net mark-to-market adjustments, restructuring and impairment costs, impact of ceasing the depreciation / amortization expense for the Power Solutions business as the business is held for sale, and discrete tax items. The Company excludes these items because they are not considered to be directly related to the underlying operating performance of the Company. Management believes these non-GAAP measures are useful to investors in understanding the ongoing operations and business trends of the Company.

A reconciliation of diluted earnings per share as reported to adjusted diluted earnings per share for the respective periods is shown below (unaudited):

	Net Income Attributable to JCI plc						Net Income Attributable to JCI plc from Continuing Operations
	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2019			2018			2019			2018
Earnings per share as reported for JCI plc	$	0.57		$	0.47		$	0.26		$	0.20
Adjusting items:
Transaction costs	0.02			—			—			—
Integration costs	0.08			0.07			0.08			0.07
Related tax impact	(0.01		)	(0.01		)	(0.01		)	(0.01		)
Net mark-to-market adjustments	(0.02		)	—			(0.02		)	—
Related tax impact	0.01			—			0.01			—
Cease of Power Solutions
depreciation / amortization expense	(0.07		)	—			—			—
Related tax impact	0.02			—			—			—
Discrete tax items	—			0.01			—			0.01
Adjusted earnings per share for JCI plc*	$	0.59		$	0.54		$	0.32		$	0.26

	Net Income Attributable to JCI plc						Net Income Attributable to JCI plc from Continuing Operations
	Six Months Ended						Six Months Ended
	December 31,						December 31,
	2019			2018			2019			2018
Earnings per share as reported for JCI plc	$	0.95		$	0.72		$	0.38		$	0.12
Adjusting items:
Transaction costs	0.05			0.01			—			0.01
Related tax impact	(0.01		)	—			—			—
Integration costs	0.13			0.11			0.13			0.11
Related tax impact	(0.01		)	(0.02		)	(0.01		)	(0.02		)
Scott Safety gain on sale	—			(0.12		)	—			(0.12		)
Related tax impact	—			0.03			—			0.03
Restructuring and impairment costs	—			0.17			—			0.17
Related tax impact	—			(0.03		)	—			(0.02		)
Cease of Power Solutions
depreciation / amortization expense	(0.10		)	—			—			—
Related tax impact	0.03			—			—			—
Discrete tax items	0.16			0.21			0.08			0.21
Adjusted earnings per share for JCI plc*	$	1.20		$	1.08		$	0.58		$	0.48

* May not sum due to rounding.

The following table reconciles the denominators used to calculate basic and diluted earnings per share for JCI plc (in millions; unaudited):

	Three Months Ended		Six Months Ended
	March 31,		March 31,
	2019	2018	2019	2018
Weighted average shares outstanding for JCI plc
Basic weighted average shares outstanding	902.5	926.2	912.1	926.2
Effect of dilutive securities:
Stock options, unvested restricted stock
and unvested performance share awards	3.4	6.3	3.5	6.7
Diluted weighted average shares outstanding	905.9	932.5	915.6	932.9

The Company has presented forward-looking statements regarding adjusted EPS from continuing operations, organic net sales growth, organic adjusted EBITA growth, organic adjusted EBIT growth, adjusted segment EBITA margin, adjusted EBIT margin and adjusted free cash flow conversion for the full fiscal year of 2019, which are non-GAAP financial measures. These non-GAAP financial measures are derived by excluding certain amounts, expenses, income or cash flows from the corresponding financial measures determined in accordance with GAAP. The determination of the amounts that are excluded from these non-GAAP financial measures are a matter of management judgment and depends upon, among other factors, the nature of the underlying expense or income amounts recognized in a given period, including but not limited to the high variability of the net mark-to-market adjustments and the effect of foreign currency exchange fluctuations. Our fiscal 2019 outlook for organic net sales and adjusted EBITA and EBIT growth also excludes the effect of acquisitions, divestitures and foreign currency. We are unable to present a quantitative reconciliation of the aforementioned forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures because such information is not available and management cannot reliably predict all of the necessary components of such GAAP measures without unreasonable effort or expense. The unavailable information could have a significant impact on the Company’s full year 2019 GAAP financial results.

Page 14 of 16

3. Organic Growth Reconciliation

The components of the changes in net sales for the three months ended March 31, 2019 versus the three months ended March 31, 2018, including organic growth, is shown below (unaudited):

(in millions)	Net Sales for the Three Months Ended March 31, 2018		Base Year Adjustments - Acquisitions and Divestitures					Adjusted Base Net Sales for the Three Months Ended March 31, 2018		Foreign Currency					Organic Growth				Net Sales for the Three Months Ended March 31, 2019
Building Solutions North America	$	2,097	$	—		—		$	2,097	$	(10	)	—		$	100	5	%	$	2,187	4	%
Building Solutions EMEA/LA	907		—			—		907		(69		)	-8	%	40		4	%	878		-3	%
Building Solutions Asia Pacific	586		—			—		586		(26		)	-4	%	68		12	%	628		7	%
Total field	3,590		—			—		3,590		(105		)	-3	%	208		6	%	3,693		3	%
Global Products	2,040		(38		)	-2	%	2,002		(60		)	-3	%	144		7	%	2,086		4	%
Total net sales	$	5,630	$	(38	)	-1	%	$	5,592	$	(165	)	-3	%	$	352	6	%	$	5,779	3	%

The components of the changes in net sales for the six months ended March 31, 2019 versus the six months ended March 31, 2018, including organic growth, is shown below (unaudited):

(in millions)	Net Sales for the Six Months Ended March 31, 2018		Base Year Adjustments - Acquisitions and Divestitures					Adjusted Base Net Sales for the Six Months Ended March 31, 2018		Foreign Currency					Organic Growth				Net Sales for the Six Months Ended March 31, 2019
Building Solutions North America	$	4,109	$	—		—		$	4,109	$	(18	)	—		$	212	5	%	$	4,303	5	%
Building Solutions EMEA/LA	1,822		2			—		1,824		(112		)	-6	%	73		4	%	1,785		-2	%
Building Solutions Asia Pacific	1,183		—			—		1,183		(44		)	-4	%	102		9	%	1,241		5	%
Total field	7,114		2			—		7,116		(174		)	-2	%	387		5	%	7,329		3	%
Global Products	3,821		(87		)	-2	%	3,734		(91		)	-2	%	271		7	%	3,914		5	%
Total net sales	$	10,935	$	(85	)	-1	%	$	10,850	$	(265	)	-2	%	$	658	6	%	$	11,243	4	%

The components of the changes in segment EBITA and EBIT for the three months ended March 31, 2019 versus the three months ended March 31, 2018, including organic growth, is shown below (unaudited):

(in millions)	Adjusted Segment EBITA / EBIT for the Three Months Ended March 31, 2018			Base Year Adjustments - Acquisitions and Divestitures					Adjusted Base Segment EBITA / EBIT for the Three Months Ended March 31, 2018			Foreign Currency					Organic Growth				Adjusted Segment EBITA / EBIT for the Three Months Ended March 31, 2019
Building Solutions North America	$	244		$	—		—		$	244		$	(1	)	—		$	16	7	%	$	259		6	%
Building Solutions EMEA/LA	78			—			—		78			(10		)	-13	%	13		17	%	81			4	%
Building Solutions Asia Pacific	71			—			—		71			(3		)	-4	%	8		11	%	76			7	%
Total field	393			—			—		393			(14		)	-4	%	37		9	%	416			6	%
Global Products	237			(6		)	-3	%	231			(7		)	-3	%	31		13	%	255			10	%
Total adjusted segment EBITA	630			$	(6	)	-1	%	624			$	(21	)	-3	%	$	68	11	%	671			8	%
Corporate expenses	(113		)	—					(113		)										(104		)	8	%
Amortization of intangible assets	(92		)	2					(90		)										(98		)	-9	%
Total adjusted EBIT	$	425		$	(4	)			$	421											$	469		11	%

The components of the changes in segment EBITA and EBIT for the six months ended March 31, 2019 versus the six months ended March 31, 2018, including organic growth, is shown below (unaudited):

(in millions)	Adjusted Segment EBITA / EBIT for the Six Months Ended March 31, 2018			Base Year Adjustments - Acquisitions and Divestitures					Adjusted Base Segment EBITA / EBIT for the Six Months Ended March 31, 2018			Foreign Currency					Organic Growth				Adjusted Segment EBITA / EBIT for the Six Months Ended March 31, 2019
Building Solutions North America	$	480		$	—		—		$	480		$	(2	)	—		$	34	7	%	$	512		7	%
Building Solutions EMEA/LA	149			1			1	%	150			(17		)	-11	%	25		17	%	158			5	%
Building Solutions Asia Pacific	145			—			—		145			(4		)	-3	%	1		1	%	142			-2	%
Total field	774			1			—		775			(23		)	-3	%	60		8	%	812			5	%
Global Products	415			(12		)	-3	%	403			(10		)	-2	%	56		14	%	449			11	%
Total adjusted segment EBITA	1,189			$	(11	)	-1	%	1,178			$	(33	)	-3	%	$	116	10	%	1,261			7	%
Corporate expenses	(218		)	—					(218		)										(197		)	10	%
Amortization of intangible assets	(184		)	2					(182		)										(195		)	-7	%
Total adjusted EBIT	$	787		$	(9	)			$	778											$	869		12	%

Page 15 of 16

4. Adjusted Free Cash Flow Reconciliation

The Company's press release contains financial information regarding free cash flow, adjusted free cash flow and adjusted free cash flow conversion, which are non-GAAP performance measures. Free cash flow is defined as cash provided by operating activities less capital expenditures. Adjusted free cash flow excludes special items, as included in the table below, because these cash flows are not considered to be directly related to its underlying businesses. Adjusted free cash flow conversion is defined as adjusted free cash flow divided by adjusted net income. Management believes these non-GAAP measures are useful to investors in understanding the strength of the Company and its ability to generate cash.

The following is the three months and six months ended March 31, 2019 and 2018 reconciliation of free cash flow, adjusted free cash flow and adjusted free cash flow conversion for continuing operations (unaudited):

(in billions)	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018			Six Months Ended March 31, 2019			Six Months Ended March 31, 2018
Cash provided by operating activities from    continuing operations	$	0.2		$	0.3		$	0.1		$	0.1
Capital expenditures	(0.1		)	(0.2		)	(0.3		)	(0.3		)
Reported free cash flow*	0.1			0.1			(0.2		)	(0.1		)
Adjusting items:
Transaction/integration costs	0.1			0.1			0.1			0.1
Restructuring payments	—			0.1			0.1			0.1
Nonrecurring tax payments, net of refunds	—			—			—			(0.1		)
Total adjusting items*	0.1			0.2			0.2			0.2
Adjusted free cash flow*	$	0.2		$	0.3		$	—		$	—
Adjusted net income from continuing operations
attributable to JCI	$	0.3		$	0.2		$	0.5		$	0.4
Adjusted free cash flow conversion	67		%	150		%	0		%	0		%

* May not sum due to rounding

5. Net Debt to Capitalization

The Company provides financial information regarding net debt as a percentage of total capitalization, which is a non-GAAP performance measure. The Company believes the percentage of total net debt to total capitalization is useful to understanding the Company's financial condition as it provides a review of the extent to which the Company relies on external debt financing for its funding and is a measure of risk to its shareholders. The following is the March 31, 2019 and September 30, 2018 calculation of net debt as a percentage of total capitalization (unaudited):

(in millions)	March 31, 2019			September 30, 2018
Short-term debt and current portion of long-term debt	$	3,968		$	1,307
Long-term debt	8,418			9,623
Total debt	12,386			10,930
Less: cash and cash equivalents	239			185
Total net debt	12,147			10,745
Shareholders' equity attributable to JCI	20,036			21,164
Total capitalization	$	32,183		$	31,909
Total net debt as a % of total capitalization	37.7		%	33.7		%

6. Divestitures

On November 13, 2018, the Company entered into a definitive agreement to sell its Power Solutions business to BCP Acquisitions LLC for approximately $13.2 billion. BCP Acquisitions LLC is a newly-formed entity controlled by investment funds managed by Brookfield Capital Partners LLC. The transaction closed on April 30, 2019 with net cash proceeds of $11.6 billion after tax and transaction-related expenses.

On March 16, 2017, the Company announced that it signed a definitive agreement to sell its Scott Safety business to 3M for approximately $2.0 billion. The transaction closed on October 4, 2017. Net cash proceeds from the transaction approximated $1.9 billion and the Company recorded a net gain of $114 million ($84 million after tax). Scott Safety is a leader in the design, manufacture and sale of high performance respiratory protection, gas and flame detection, thermal imaging and other critical products for fire services, law enforcement, industrial, oil and gas, chemical, armed forces, and homeland defense end markets.

7. Income Taxes

The Company's effective tax rate from continuing operations before consideration of transaction/integration costs, gain on sale of the Scott Safety business, net mark-to-market adjustments, restructuring and impairment costs, and discrete tax items for the three and six months ending March 31, 2019 is 13.5% and 13.6%, respectively, and for the three and six months ending March 31, 2018 is approximately 11.9% and 12.1%, respectively.

8. Restructuring

The six months ended March 31, 2018 include restructuring and impairment costs of $154 million related primarily to workforce reductions, plant closures and asset impairments in the Building Technologies & Solutions business and at Corporate. 

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EX-99.2

FOR IMMEDIATE RELEASE

CONTACT: Investors: Antonella Franzen (609) 720-4665 Ryan Edelman (609) 720-4545 Media: Fraser Engerman (414) 524-2733 Exhibit 99.2

JOHNSON CONTROLS ANNOUNCES CASH TENDER OFFERS FOR UP TO $1.5 BILLION IN AGGREGATE PRINCIPAL AMOUNT OF SENIOR NOTES

CORK, Ireland, May 1, 2019 – Johnson Controls International plc (NYSE: JCI) today announced the commencement of tender offers (each, an “Offer,” and collectively, the “Offers”) to purchase for cash up to $1.5 billion in aggregate principal amount (as such amount may be increased by JCI pursuant to the terms of the Offers, the “Aggregate Maximum Purchase Amount”) of its 4.250% notes due 2021, 3.750% notes due 2021, 1.000% notes due 2023, 3.900% notes due 2026, 4.625% notes due 2023, 3.625% notes due 2024, 1.375% notes due 2025, 5.125% notes due 2045, 6.950% notes due 2045, 6.000% notes due 2036, 5.700% notes due 2041, 5.250% notes due 2041, 4.950% notes due 2064, 4.625% notes due 2044 and 4.500% notes due 2047. The terms and conditions of the Offers are set forth in JCI’s Offer to Purchase, dated May 1, 2019 (the “Offer to Purchase”). The Offer to Purchase relates to fifteen separate Offers, one for each series of notes and in the separate pools indicated in the tables below (each series, a “Series of Notes,” and such notes, collectively, the “Notes”). 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. No Offer is conditioned on any minimum amount of Notes being tendered or the consummation of any other Offer, or on the receipt of financing.

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Offers to purchase for cash up to $850,000,000 aggregate principal amount of the securities listed below in the priority listed below.

(subject to adjustment as a result of Pool Cap Reallocation (as described herein))

Notes	CUSIP / ISIN	Principal Amount Outstanding	Series Maximum(1)	Acceptance Priority Level(2)	Early Tender Premium(3)	Reference Security / Interpolated Mid-Swap Rate	Bloomberg Reference Page	Fixed Spread (bps)
4.250% notes due 2021	478375 AE8 / US478375AE82	$446,908,000	$500,000,000(4)	1	$30	T 2.250% due April 30, 2021	FIT1	40
3.750% notes due 2021	478375 AF5 / US478375AF57	$428,017,000		2	$30	T 2.250% due April 30, 2021	FIT1	40
1.000% notes due 2023	XS1580476759 (ISIN)	€1,000,000,000	$125,000,000	3	€30	1.000% 2023 Notes Interpolated Mid-Swap Rate	ICAE1	45
3.900% notes due 2026	478375 AR9 / US478375AR95	$686,518,000	$200,000,000	4	$30	T 2.625% due February 15, 2029	FIT1	80
4.625% notes due 2023	478375 AQ1 / US478375AQ13	$34,967,000	N/A	5	$30	T 2.250% due April 30, 2024	FIT1	65
3.625% notes due 2024	478375 AG3 / US478375AG31	$467,887,000	N/A	6	$30	T 2.250% due April 30, 2024	FIT1	75
1.375% notes due 2025	XS1539114287 (ISIN)	€422,576,000	N/A	7	€30	2025 Notes Interpolated Mid-Swap Rate	ICAE1	65

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Offers to purchase for cash up to $650,000,000 aggregate principal amount of the securities listed below in the priority listed below.

(subject to adjustment as a result of Pool Cap Reallocation (as described herein))

Notes	CUSIP / ISIN	Principal Amount Outstanding	Series Maximum(1)	Acceptance Priority Level(2)	Early Tender Premium(3)	Reference Security	Bloomberg Reference Page	Fixed Spread (bps)
5.125% notes due 2045	478375 AS7 / US478375AS78	$727,005,000	$250,000,000	1	$30	T 3.375% due November 15, 2048	FIT1	165
6.950% notes due 2045	478375 AM0 / US478375AM09	$120,642,000	N/A	2	$30	T 3.375% due November 15, 2048	FIT1	185
6.000% notes due 2036	478375 AH1 / US478375AH14	$391,964,000	N/A	3	$30	T 3.375% due November 15, 2048	FIT1	155
5.700% notes due 2041	478375 AJ7 / US478375AJ79	$269,949,000	N/A	4	$30	T 3.375% due November 15, 2048	FIT1	185
5.250% notes due 2041	478375 AK4 / US478375AK43	$241,955,000	N/A	5	$30	T 3.375% due November 15, 2048	FIT1	185
4.950% notes due 2064	478375 AN8 / US478375AN81	$434,845,000	N/A	6	$30	T 3.375% due November 15, 2048	FIT1	220
4.625% notes due 2044	478375 AL2 / US478375AL26	$443,659,000	N/A	7	$30	T 3.375% due November 15, 2048	FIT1	185
4.500% notes due 2047	478375 AU2 / US478375AU25	$500,000,000	N/A	8	$30	T 3.375% due November 15, 2048	FIT1	180

(1) The Series Maximum for each Series of Notes represents the maximum aggregate principal amount of Notes of such Series that will be purchased in the applicable Offer.

(2) Subject to satisfaction or waiver of the conditions of the Offers and any Pool Cap Reallocation (as defined below), the Acceptance Priority Level procedures will operate concurrently but separately for the Pool 1 Notes and the Pool 2 Notes.

(3) Per $1,000 principal amount of USD Notes (as defined herein) and €1,000 principal amount of Euro Notes (as defined herein), as applicable, validly tendered and not validly withdrawn and accepted for purchase in the applicable Offer at or prior to the Early Tender Deadline. The Early Tender Premium is included in the applicable Total Consideration for such Series of Notes.

(4) Up to $500,000,000 aggregate principal amount of the 4.250% notes due 2021 and 3.750% notes due 2021, collectively, will be purchased in the Offers.

Each Offer will expire at 11:59 P.M., New York City time, on May 29, 2019, unless extended or earlier terminated (such time and date, as the same may be extended with respect to one or more Offers, the “Expiration Date”). Holders (as defined in the Offer to Purchase) of Notes must validly tender and not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on May 14, 2019 (such time and date, as the same may be extended with respect to one or more Offers, the “Early Tender Deadline”) in order to be eligible to receive the applicable Total Consideration (as defined below). Holders who validly tender their Notes after the Early Tender Deadline and at or prior to the Expiration Date will be eligible to receive only the applicable Tender Consideration (as defined below). Tendered Notes may be withdrawn at or prior to 5:00 p.m., New York City time, on May 14, 2019 (such date and time, as the same may be extended with respect

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to one or more Offers, the “Withdrawal Deadline”), by following the procedures described in the Offer to Purchase, but may not thereafter be validly withdrawn, except as required by applicable law. The Lead Dealer Managers will determine the applicable Total Consideration and the applicable Tender Consideration for each Series of Notes at 10:00 A.M., New York City time on May 15, 2019, in a manner further described in the Offer to Purchase.

The maximum aggregate principal amount of the Notes accepted for purchase in each Offer will be limited to the aggregate principal amount of each Series (or combined amount in the case of the 4.250% notes due 2021 and 3.750% notes due 2021) and indicated in the tables above (with respect to each Offer, and subject to increase or elimination by JCI, the “Series Maximum” and collectively, the “Series Maximums”). No more than $850,000,000 aggregate principal amount of JCI’s 4.250% notes due 2021 (the “4.250% 2021 Notes”), 3.750% notes due 2021 (the “3.750% 2021 Notes”), 1.000% notes due 2023 (the “1.000% 2023 Notes”), 3.900% notes due 2026 (the “3.900% 2026 Notes”), 4.625% notes due 2023 (the “4.625% 2023 Notes”), 3.625% notes due 2024 (the “3.625% 2024 Notes”) and 1.375% notes due 2025 (the “1.375% 2025 Notes”) (collectively, the “Pool 1 Notes”) will be purchased in the Offers (such aggregate principal amount, subject to increase, elimination or Pool Cap Reallocation by JCI, the “Pool 1 Maximum”). No more than $650,000,000 aggregate principal amount of JCI’s 5.125% notes due 2045 (the “5.125% 2045 Notes”), 6.950% notes due 2045 (the “6.950% 2045 Notes”), 6.000% notes due 2036 (the “6.000% 2036 Notes”), 5.700% notes due 2041 (the “5.700% 2041 Notes”), 5.250% notes due 2041 (the “5.250% 2041 Notes”), 4.950% notes due 2064 (the “4.950% 2064 Notes”), 4.625% notes due 2044 (the “4.625% 2044 Notes”) and 4.500% notes due 2047 (the “4.500% 2047 Notes”) (collectively, the “Pool 2 Notes”) will be purchased in the Offers (such aggregate principal amount, subject to increase, elimination or Pool Cap Reallocation by JCI, the “Pool 2 Maximum”). We refer to the Series Maximums, the Pool 1 Maximum and the Pool 2 Maximum as the “Tender Maximums.” The 4.250% 2021 Notes, the 3.750% 2021 Notes, the 3.900% 2026 Notes, the 4.625% 2023 Notes, the 3.625% 2024 Notes, the 5.125% 2045 Notes, the 6.950% 2045 Notes, the 6.000% 2036 Notes, the 5.700% 2041 Notes, the 5.250% 2041 Notes, the 4.950% 2064 Notes, the 4.625% 2044 Notes and the 4.500% 2047 Notes are collectively referred to herein as the “USD Notes”. The 1.000% 2023 Notes and the 1.375% 2025 Notes are collectively referred to herein as the “Euro Notes”.

If, at the Early Tender Deadline, either of the Pool 1 Notes or Pool 2 Notes (each, a “Pool,” and together, the “Pools”) is in the aggregate undersubscribed (such undersubscribed Pool, an “Undersubscribed Pool”) and such other Pool is in the aggregate oversubscribed (such oversubscribed Pool, an “Oversubscribed Pool”), then the Tender Maximums with respect to each Pool may be adjusted in accordance with the Pool Cap Reallocation (as defined herein) mechanism described herein. If, at the Early Tender Deadline, neither Pool is oversubscribed and Pool Cap Reallocation does not occur, then Pool Cap Reallocation may occur instead at the Expiration Date if, at such time, there is an Undersubscribed Pool and an Oversubscribed Pool. The purpose of the Pool Cap Reallocation process is to allow JCI to reduce or eliminate the proration necessary on the purchase of Notes in an Oversubscribed Pool while still purchasing all of the Notes tendered as of the Early Tender Deadline or the Expiration Date, as applicable, in any Undersubscribed Pool. If, following Pool Cap Reallocation at the Early Tender Deadline, there remains an Oversubscribed Pool, then JCI will not accept any Notes validly tendered by Holders of the Notes in such Oversubscribed Pool after the Early Tender Deadline unless JCI increases the Aggregate Maximum Purchase Amount and the applicable Tender Maximum. If, following Pool Cap Reallocation at the Early Tender Deadline, the Aggregate Maximum Purchase Amount is achieved, JCI will not accept any Notes validly tendered by Holders of the Notes in the Undersubscribed Pool after the Early Tender Deadline, unless JCI increases the Aggregate Maximum Purchase Amount and the applicable Tender

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Maximum. Acceptance of Notes tendered pursuant to the Offers may be subject to proration, as described below.

The Acceptance Priority Level procedures described below are subject to Pool Cap Reallocation (if any), and will operate concurrently, but separately, for the Pool 1 Notes and the Pool 2 Notes. Subject to the Aggregate Maximum Purchase Amount, the Tender Maximums and proration, all Pool 1 Notes and Pool 2 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline having a higher Acceptance Priority Level will be accepted before any Pool 1 Notes or Pool 2 Notes, as applicable, validly tendered and not validly withdrawn at or prior to the Early Tender Deadline having a lower Acceptance Priority Level are accepted pursuant to the Offers. All Pool 1 Notes and Pool 2 Notes validly tendered after the Early Tender Deadline and at or prior to the Expiration Date having a higher Acceptance Priority Level will, subject to the Aggregate Maximum Purchase Amount, the Tender Maximums and proration, be accepted before any Pool 1 Notes or Pool 2 Notes, as applicable, validly tendered after the Early Tender Deadline and at or prior to the Expiration Date having a lower Acceptance Priority Level are accepted pursuant to the Offers. However, Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline will, subject to the Aggregate Maximum Purchase Amount, the Tender Maximums and proration, be accepted for purchase in priority to other Notes validly tendered after the Early Tender Deadline and at or prior to the Expiration Date, even if such Notes validly tendered after the Early Tender Deadline and at or prior to the Expiration Date have a higher Acceptance Priority Level than the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline. If the aggregate amount of Pool 1 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline equals or exceeds the Pool 1 Maximum, subject to Pool Cap Reallocation (if any), Holders who validly tender Pool 1 Notes after the Early Tender Deadline and at or prior to the Expiration Date will not have any such Pool 1 Notes accepted for purchase regardless of the Acceptance Priority Level of such Pool 1 Notes. If the aggregate amount of Pool 2 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline equals or exceeds the Pool 2 Maximum, subject to Pool Cap Reallocation (if any), Holders who validly tender Pool 2 Notes after the Early Tender Deadline and at or prior to the Expiration Date will not have any such Pool 2 Notes accepted for purchase regardless of the Acceptance Priority Level of such Pool 2 Notes. As such, there can be no assurance that any or all tendered Notes of a given Acceptance Priority level will be accepted for purchase. The Offers are open to all Holders of the Notes.

If, following Pool Cap Reallocation (if any), purchasing all the validly tendered and not validly withdrawn Notes of a given Acceptance Priority Level on the applicable Settlement Date would cause the Aggregate Maximum Purchase Amount or the Tender Maximums to be exceeded on such Settlement Date, JCI will accept such Notes on a pro rata basis, to the extent any Notes of such Acceptance Priority Level are accepted for purchase, so as to not exceed the Aggregate Maximum Purchase Amount or the Tender Maximums (with adjustments to avoid the purchase of Notes in a principal amount other than in the applicable minimum denomination requirements contained in the indenture governing the Notes and in integral multiples of $1,000 in excess thereof in the case of the USD Notes and €1,000 in excess thereof in the case of the Euro Notes). As such, there can be no assurance that any or all tendered Notes of a given Acceptance Priority Level will be accepted for purchase, even if validly tendered and not validly withdrawn prior to the Early Tender Deadline.

JCI reserves the right, but is under no obligation, to increase or eliminate the Aggregate Maximum Purchase Amount, the Pool 1 Maximum, the Pool 2 Maximum, and/or the Series Maximums or to otherwise alter the terms of the Offers or any Offer, at any time without extending the Withdrawal Deadline, subject to applicable law, which could result in JCI purchasing a greater aggregate principal amount of one or more Series of Notes in the Offers. If a Holder tenders more Notes in the Offers than it

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expects to be accepted for purchase by JCI based on the Aggregate Maximum Purchase Amount, the Pool 1 Maximum, the Pool 2 Maximum or the Series Maximum, if any, or the Acceptance Priority Level for the Notes being tendered, and JCI subsequently accepts more Notes than such Holder expected of such Notes tendered and not validly withdrawn on or before the Withdrawal Deadline, such Holder will not be able to withdraw any of its previously tendered Notes. Accordingly, a Holder should not tender any Notes that it does not wish to be accepted for purchase.

Subject to the Aggregate Maximum Purchase Amount, the Tender Maximums, Pool Cap Reallocation (if any), proration, and the terms and conditions of the Offers, Holders who validly tender and do not validly withdraw their Notes at or prior to the Early Tender Deadline will be eligible to receive consideration, per $1,000 principal amount, in the case of the USD Notes, and €1,000 principal amount, in the case of the Euro Notes, equal to the applicable Total Consideration for such Series of Notes. The total consideration (the “Total Consideration”) includes the applicable early tender premium for such Series of Notes set forth in the tables above (the “Early Tender Premium”). Holders must validly tender and not validly withdraw their Notes at or prior to the Early Tender Deadline in order to be eligible to receive the applicable Total Consideration for such Notes purchased pursuant to the Offers. Subject to the Aggregate Maximum Purchase Amount, the Tender Maximums, Pool Cap Reallocation (if any), proration and the terms and conditions of the Offers, Holders who validly tender their Notes after the Early Tender Deadline and at or prior to the Expiration Date will only be eligible to receive consideration, per $1,000 principal amount, in the case of the USD Notes, and €1,000 principal amount, in the case of the Euro Notes, equal to the applicable Total Consideration less the applicable Early Tender Premium (the “Tender Consideration”) for such Series of Notes. In each case, such Holders will also be entitled to receive accrued and unpaid interest, if any, from the last interest payment date for the applicable Series of Notes up to, but not including, the applicable Settlement Date, if and when the applicable Notes are accepted for purchase (such interest with respect to such Series of Notes, the “Accrued Interest”).

JCI reserves the right, but is under no obligation, at any time after the Early Tender Deadline and before the Expiration Date, to accept Notes that have been validly tendered and not validly withdrawn for purchase on a date determined at JCI’s option (such date, if any, the “Early Settlement Date”). JCI currently expects the Early Settlement Date, if any, to occur promptly after the Early Tender Deadline. JCI currently expects the Early Settlement Date to occur on May 17, 2019. If JCI chooses to exercise its option to have an Early Settlement Date, JCI will purchase any remaining Notes that have been validly tendered, after the Early Tender Deadline and at or prior to the Expiration Date, subject to the Aggregate Maximum Purchase Amount, the Tender Maximums, the application of the Acceptance Priority Levels, Pool Cap Reallocation (if any), proration and all conditions to the Offers having been satisfied or waived by JCI, on the final settlement date (the “Final Settlement Date,” and each of the Early Settlement Date and the Final Settlement Date, a “Settlement Date”), if any, which is expected to be promptly after the Expiration Date. JCI currently expects the Final Settlement Date to occur on May 31, 2019. If JCI chooses not to exercise JCI’s option to have an Early Settlement Date, it will purchase all Notes that have been validly tendered at or prior to the Expiration Date, and not validly withdrawn at or prior to the Early Tender Deadline, subject to the Aggregate Maximum Purchase Amount, the Tender Maximums, the application of the Acceptance Priority Levels, Pool Cap Reallocation (if any), proration and all conditions to the Offers having been satisfied or waived by JCI, on the Final Settlement Date. No tenders of Notes submitted after the Expiration Date will be valid.

BofA Merrill Lynch and Citigroup will act as Lead Dealer Managers (the “Lead Dealer Managers”) and D. F. King & Co., Inc. will act as the Tender Agent and Information Agent for the Offers. Requests for documents may be directed to D.F. King & Co., Inc. in New York at (866) 342-4884 (toll free) or in London

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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, TD Securities and UniCredit Capital Markets will act 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 are only being made pursuant to the terms of the Offer to Purchase. The Offers are not being 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. None of JCI, the Lead Dealer Managers, the Co-Dealer Managers or the Tender Agent and Information Agent is making any recommendation as to whether or not Holders should tender their Notes in connection with the Offers.

###

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 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.” 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 (including but not limited to the recently enacted Tax Cuts and Jobs Act), regulations, rates, policies or interpretations, the loss of key senior

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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, changes to laws or policies governing foreign trade, including increased tariffs or trade restrictions, automotive vehicle production levels, mix and schedules, energy and commodity prices, the availability of raw materials and component products, currency rates and cancellation of or changes to commercial arrangements, and with respect to the disposition of the Power Solutions business, whether the strategic benefit of the Power Solutions transaction can be achieved. A detailed discussion of risks related to Johnson Controls’ business is included in the section entitled “Risk Factors” in Johnson Controls’ Annual Report on Form 10-K for the 2018 fiscal year filed with the SEC on November 20, 2018, which is available at www.sec.gov and www.johnsoncontrols.com under the “Investors” tab. 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.

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EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

On April 30, 2019 (the “Divestiture Date”), Johnson Controls International plc (the “Company” or “Johnson Controls”) completed the sale of its battery business ("Power Solutions"), to BCP Acquisitions LLC for net cash proceeds of approximately $11.6 billion.

During the first quarter of fiscal 2019, the Company determined that its Power Solutions business met the criteria to be classified as a discontinued operation (the "Power Solutions Discontinued Operations").

Unaudited Pro Forma Consolidated Financial Information

The following unaudited pro forma consolidated financial statements as of December 31, 2018, and for the three months ended December 31, 2018 and for each of the years ended September 30, 2018, 2017 and 2016, reflect adjustments to the Company’s historical financial results related to the:

• Power Solutions divestiture and related events. The unaudited pro forma consolidated statements of income for the three months ended December 31, 2018 and the year ended September 30, 2018 give effect to the Power Solutions divestiture and related events as if they occurred at the beginning of this period on October 1, 2017. The unaudited pro forma consolidated statement of financial position gives effect to the Power Solutions divestiture and related events as if they occurred as of December 31, 2018, the Company’s latest balance sheet date.

• Power Solutions Discontinued Operations. The unaudited pro forma consolidated statements of income reflect the removal of the Power Solutions Discontinued Operations 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 Power Solutions divestiture 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 divestiture of Power Solutions. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

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, 2018 and the related notes included in Johnson Controls’ Annual Report on Form 10-K for the year ended September 30, 2018 that Johnson Controls filed with the Securities and Exchange Commission (“SEC”) on November 20, 2018; and

• Separate historical financial statements of Johnson Controls as of and for the three months ended December 31, 2018 and the related notes included in Johnson Controls’ Quarterly Report on Form 10-Q for the period ended December 31, 2018 that Johnson Controls filed with the SEC on February 1, 2019. In those historical financial statements, Power Solutions was classified as a discontinued operation for all periods presented.

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. The historical Johnson Controls consolidated statement of financial position as of December 31, 2018 and the consolidated statement of income for the three months ended December 31, 2018 were derived from the Company’s unaudited interim consolidated financial statements included in its Quarterly Report on Form 10-Q for the quarter ended December 31, 2018. The historical Johnson Controls consolidated statements of income for each of the years ended September 30, 2018, 2017 and 2016, were derived from the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended September 30, 2018.

Power Solutions Discontinued Operations

The unaudited pro forma financial information related to the Power Solutions 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 Power Solutions' results of operations would have been on a stand-alone basis and are not necessarily indicative of Johnson Controls’ or Power Solutions’ future results of operations. As such, the unaudited pro forma consolidated statements of income do not allocate any general corporate overhead expenses of Johnson Controls to the Power Solutions Discontinued Operations.

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

Power Solutions was classified as a discontinued operation within Johnson Controls’ historical consolidated statement of income for the three months ended December 31, 2018, and as a result a Power Solutions Discontinued Operations adjustment was not needed to determine pro forma continuing operations for the three months ended December 31, 2018.

Pro Forma Adjustments

The unaudited pro forma consolidated statement of financial position as of December 31, 2018 include additional pro forma adjustments which are further described in the accompanying notes.

JOHNSON CONTROLS INTERNATIONAL PLC

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME

THREE MONTHS ENDED DECEMBER 31, 2018

(in millions, except per share data)

	Pro Forma Johnson Controls Continuing Operations
Net sales
Products and systems	$	3,922
Services	1,542
	5,464
Cost of sales
Products and systems	2,824
Services	915
	3,739
Gross profit	1,725
Selling, general and administrative expenses	(1,438		)
Net financing charges	(85		)
Equity income	42
Income from continuing operations before income taxes	244
Income tax provision	108
Net income from continuing operations	136
Income from continuing operations attributable to      noncontrolling interests	29
Net income from continuing operations attributable to      Johnson Controls	$	107
Basic earnings per share attributable to Johnson Controls      from continuing operations	$	0.12
Diluted earnings per share attributable to Johnson      Controls from continuing operations	$	0.12
Weighted average number of shares outstanding:
Basic	921.6
Diluted	925.2

JOHNSON CONTROLS INTERNATIONAL PLC

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME

FISCAL YEAR ENDED SEPTEMBER 30, 2018

(in millions, except per share data)

	Historical Johnson Controls			Power Solutions Discontinued Operations			Pro Forma Johnson Controls Continuing Operations
Net sales
Products and systems	$	25,332		$	(8,000	)	$	17,332
Services	6,068			—			6,068
	31,400			(8,000		)	23,400
Cost of sales
Products and systems	18,602			(6,287		)	12,315
Services	3,418			—			3,418
	22,020			(6,287		)	15,733
Gross profit	9,380			(1,713		)	7,667
Selling, general and administrative expenses	(6,010		)	368			(5,642		)
Restructuring and impairment costs	(263		)	8			(255		)
Net financing charges	(441		)	40			(401		)
Equity income	235			(58		)	177
Income from continuing operations before income taxes	2,901			(1,355		)	1,546
Income tax provision	518			(321		)	197
Net income from continuing operations	2,383			(1,034		)	1,349
Income from continuing operations attributable to      noncontrolling interests	221			(47		)	174
Net income from continuing operations attributable to      Johnson Controls	$	2,162		$	(987	)	$	1,175
Basic earnings per share attributable to Johnson Controls      from continuing operations	$	2.34					$	1.27
Diluted earnings per share attributable to Johnson      Controls from continuing operations	$	2.32					$	1.26
Weighted average number of shares outstanding:
Basic	925.7						925.7
Diluted	931.7						931.7

JOHNSON CONTROLS INTERNATIONAL PLC

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME

FISCAL YEAR ENDED SEPTEMBER 30, 2017

(in millions, except per share data)

	Historical Johnson Controls			Power Solutions Discontinued Operations			Pro Forma Johnson Controls Continuing Operations
Net sales
Products and systems	$	24,099		$	(7,337	)	$	16,762
Services	6,073			—			6,073
	30,172			(7,337		)	22,835
Cost of sales
Products and systems	17,220			(5,528		)	11,692
Services	3,613			—			3,613
	20,833			(5,528		)	15,305
Gross profit	9,339			(1,809		)	7,530
Selling, general and administrative expenses	(6,158		)	435			(5,723		)
Restructuring and impairment costs	(367		)	20			(347		)
Net financing charges	(496		)	30			(466		)
Equity income	240			(83		)	157
Income from continuing operations before income taxes	2,558			(1,407		)	1,151
Income tax provision	705			(383		)	322
Net income from continuing operations	1,853			(1,024		)	829
Income from continuing operations attributable to      noncontrolling interests	199			(42		)	157
Net income from continuing operations attributable to      Johnson Controls	$	1,654		$	(982	)	$	672
Basic earnings per share attributable to Johnson Controls      from continuing operations	$	1.77					$	0.72
Diluted earnings per share attributable to Johnson      Controls from continuing operations	$	1.75					$	0.71
Weighted average number of shares outstanding:
Basic	935.3						935.3
Diluted	944.6						944.6

JOHNSON CONTROLS INTERNATIONAL PLC

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME

FISCAL YEAR ENDED SEPTEMBER 30, 2016

(in millions, except per share data)

	Historical Johnson Controls			Power Solutions Discontinued Operations			Pro Forma Johnson Controls Continuing Operations
Net sales
Products and systems	$	18,084		$	(6,653	)	$	11,431
Services	2,753			—			2,753
	20,837			(6,653		)	14,184
Cost of sales
Products and systems	13,323			(4,960		)	8,363
Services	1,860			—			1,860
	15,183			(4,960		)	10,223
Gross profit	5,654			(1,693		)	3,961
Selling, general and administrative expenses	(4,190		)	471			(3,719		)
Restructuring and impairment costs	(288		)	66			(222		)
Net financing charges	(289		)	13			(276		)
Equity income	174			(48		)	126
Income (loss) from continuing operations before income taxes	1,061			(1,191		)	(130		)
Income tax provision (benefit)	197			(426		)	(229		)
Net income from continuing operations	864			(765		)	99
Income from continuing operations attributable to      noncontrolling interests	132			(23		)	109
Net income (loss) from continuing operations attributable to      Johnson Controls	$	732		$	(742	)	$	(10	)
Basic earnings (loss) per share attributable to Johnson      Controls from continuing operations	$	1.10					$	(0.01	)
Diluted earnings (loss) per share attributable to Johnson      Controls from continuing operations	$	1.09					$	(0.01	)
Weighted average number of shares outstanding:
Basic	667.4						667.4
Diluted	672.6						667.4

JOHNSON CONTROLS INTERNATIONAL PLC

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS OF DECEMBER 31, 2018

(in millions)

	Historical Johnson Controls			Power Solutions Discontinued Operations			Pro Forma Adjustments				Pro Forma Johnson Controls Continuing Operations
Assets
Cash and cash equivalents	$	292		$	—		$	12,711		(a)	$	13,003
Accounts receivable - net	5,442			—			—				5,442
Inventories	2,027			—			—				2,027
Assets held for sale	3,042			(3,042		)	—				—
Other current assets	1,152			—			(111		)	(b)	1,041
Current assets	11,955			(3,042		)	12,600				21,513
Property, plant and equipment - net	3,314			—			—				3,314
Goodwill	18,291			—			—				18,291
Other intangible assets - net	6,080			—			—				6,080
Investments in partially-owned affiliates	887			—			—				887
Noncurrent assets held for sale	5,159			(5,159		)	—				—
Other noncurrent assets	2,330			—			—				2,330
Total assets	$	48,016		$	(8,201	)	$	12,600			$	52,415
Liabilities and Equity
Short-term debt	$	2,319		$	—		$	—			$	2,319
Current portion of long-term debt	1			—			—				1
Accounts payable	3,273			—			—				3,273
Accrued compensation and benefits	868			—			—				868
Deferred revenue	1,378			—			—				1,378
Liabilities held for sale	1,636			(1,636		)	—				—
Other current liabilities	2,178			—			807			(b)	2,985
Current liabilities	11,653			(1,636		)	807				10,824
Long-term debt	9,588			—			—				9,588
Pension and postretirement benefits	569			—			—				569
Noncurrent liabilities held for sale	201			(201		)	—				—
Other noncurrent liabilities	4,598			—			943			(b)	5,541
Long-term liabilities	14,956			(201		)	943				15,698
Ordinary shares	10			—			—				10
Ordinary shares held in treasury, at cost	(1,543		)	—			—				(1,543		)
Capital in excess of par value	16,579			—			—				16,579
Retained earnings	6,136			(6,515		)	10,850			(c)	10,471
Accumulated other comprehensive loss	(1,080		)	442			—				(638		)
Shareholders’ equity attributable to Johnson Controls	20,102			(6,073		)	10,850				24,879
Noncontrolling interests	1,305			(291		)	—				1,014
Total equity	21,407			(6,364		)	10,850				25,893
Total liabilities and equity	$	48,016		$	(8,201	)	$	12,600			$	52,415

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma consolidated statement of financial position as of December 31, 2018 includes the following Power Solutions divestiture-related adjustments:

(a) Represents the cash proceeds received, net of certain transaction costs, in connection with the Power Solutions divestiture.

(b) Represents the Company's income tax impact resulting from the Power Solutions divestiture gain as well as certain separation related costs.

(c) Represents the net effect of the pro forma adjustments described in notes (a) through (b) above, had the transaction closed on December 31, 2018. These amounts are subject to finalization.