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Johnson: No Offer Or Solicitation

The following excerpt is from the company's SEC filing.

This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed transaction between Johnson Controls, Inc. (“Johnson Controls”) and Tyco International plc (“Tyco”), Tyco has filed with the U.S. Securities and Exchang e Commission (the “SEC”) a registration statement on Form S-4 that includes a preliminary joint proxy statement of Johnson Controls and Tyco that also constitutes a preliminary prospectus of Tyco (the “Joint Proxy Statement/Prospectus”). These materials are not yet final and will be amended. Johnson Controls and Tyco plan to mail to their respective shareholders the definitive Joint Proxy Statement/Prospectus in connection with the transaction after the registration statement has become effective. INVESTORS AND SECURITY HOLDERS OF JOHNSON CONTROLS AND TYCO ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT JOHNSON CONTROLS, TYCO, THE TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain free copies of the Joint Proxy Statement/Prospectus and other documents filed with the SEC by Johnson Controls and Tyco through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the documents filed with the SEC by Johnson Controls by contacting Johnson Controls Shareholder Services at Shareholder.Services@jci.com or by calling (800) 524-6220 and will be able to obtain free copies of the documents filed with the SEC by Tyco by contacting Tyco Investor Relations at Investorrelations@Tyco.com or by calling (609) 720-4333.

PARTICIPANTS IN THE SOLICITATION

Johnson Controls, Tyco and certain of their respective directors, executive officers and employees may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the respective shareholders of Johnson Controls and Tyco in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the Joint Proxy Statement/Prospectus. Information regarding Johnson Controls’ directors and executive officers is contained in Johnson Controls’ proxy statement for its 2016 annual meeting of shareholders, which was filed with the SEC on December 14, 2015. Information regarding Tyco’s directors and executive officers is contained in Tyco’s proxy statement for its 2016 annual meeting of shareholders, which was filed with the SEC on January 15, 2016.

Johnson Controls Cautionary Statement Regarding Forward-Looking Statements

There may be statements in this communication that are, or could be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and, therefore, subject to risks and uncertainties, including, but not limited to, statements regarding Johnson Controls’ or the combined company’s future financial position, sales, costs, earnings, cash flows, other measures of results of operations, capital expenditures or debt levels are forward-looking statements. Words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “forecast,” “project” or “plan” or terms of similar meaning are also generally intended to identify forward-looking statements. 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 or the combined company’s actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, risks related to: Johnson Controls’ and/or Tyco’s

ability to obtain necessary regulatory approvals and shareholder approvals or to satisfy any of the other conditions to the transaction on a timely basis or at all, any delay or inability of the combined company to realize the expected benefits and synergies of the transaction, changes in tax laws, regulations, rates, policies or interpretations, the loss of key senior management, anticipated tax treatment of the combined company, the value of the Tyco shares to be issued in the transaction, significant transaction costs and/or unknown liabilities, potential litigation relating to the proposed transaction, the risk that disruptions from the proposed transaction will harm Johnson Controls’ business, competitive responses to the proposed transaction and general economic and business conditions that affect the combined company following the transaction. 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 fiscal year ended September 30, 2015 filed with the SEC on November 18, 2015 and Johnson Controls’ quarterly reports on Form 10-Q filed with the SEC after such date, which are available at www.sec.gov and www.johnsoncontrols.com under the “Investors” tab. Any forward-looking statements in this communication are only made as of the date of this communication, 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.

Statement Required by the Irish Takeover Rules

The directors of Johnson Controls accept responsibility for the information contained in this communication. To the best of the knowledge and belief of the directors of Johnson Controls (who have taken all reasonable care to ensure that such is the case), the information contained in this communication is in accordance with the facts and does not omit anything likely to affect the import of such information.

Centerview Partners LLC is a broker dealer registered with the United States Securities and Exchange Commission and is acting as financial advisor to Johnson Controls and no one else in connection with the proposed transaction. In connection with the proposed transaction, Centerview Partners LLC, its affiliates and related entities and its and their respective partners, directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Johnson Controls for providing the protections afforded to their clients or for giving advice in connection with the proposed transaction or any other matter referred to in this announcement.

Barclays Capital Inc. is a broker dealer registered with the United States Securities and Exchange Commission and is acting as financial advisor to Johnson Controls and no one else in connection with the proposed transaction. In connection with the proposed transaction, Barclays Capital Inc., its affiliates and related entities and its and their respective partners, directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Johnson Controls for providing the protections afforded to their clients or for giving advice in connection with the proposed transaction or any other matter referred to in this announcement.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

This communication is not intended to be and is not a prospectus for the purposes of Part 23 of the Companies Act 2014 of Ireland (the “2014 Act”), Prospectus (Directive 2003/71/EC) Regulations 2005 (S.I. No. 324 of 2005) of Ireland (as amended from time to time) or the Prospectus Rules issued by the Central Bank of Ireland pursuant to section 1363 of the 2014 Act, and the Central Bank of Ireland (“CBI”) has not approved this communication.

Page 8

JOHNSON CONTROLS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in millions, except per share data; unaudited)

Three Months Ended March 31,

Net sales

Cost of sales

Gross profit

Selling, general and administrative expenses

(1,144

Restructuring and impairment costs

Net financing charges

Equity income

Income from continuing operations before income taxes

Income tax provision

Net income (loss) from continuing operations

Income from discontinued operations, net of tax

Less: Income from continuing operations

attributable to noncontrolling interests

Less: Income from discontinued operations

Net income (loss) attributable to JCI

Income (loss) from continuing operations

Diluted earnings (loss) per share from continuing operations

Diluted earnings per share from discontinued operations

Diluted weighted average shares

Shares outstanding at period end

Page 9

Six Months Ended March 31,

17,960

18,822

14,598

15,640

(2,226

(1,980

Net income from continuing operations

Diluted earnings (loss) per share *

* May not sum due to rounding.

Page 10

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(in millions; unaudited)

ASSETS

Cash and cash equivalents

Accounts receivable - net

Inventories

Assets held for sale

Other current assets

Current assets

11,058

10,469

11,721

Property, plant and equipment - net

Goodwill

Other intangible assets - net

Investments in partially-owned affiliates

Noncurrent assets held for sale

Other noncurrent assets

Total assets

31,222

29,595

30,960

LIABILITIES AND EQUITY

Short-term debt and current portion of long-term debt

Accounts payable and accrued expenses

Liabilities held for sale

Other current liabilities

Current liabilities

11,792

10,446

11,909

Long-term debt

Other noncurrent liabilities

Redeemable noncontrolling interests

Shareholders' equity attributable to JCI

10,007

10,376

10,583

Noncontrolling interests

Total liabilities and equity

Page 11

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Operating Activities

Income from continuing operations attributable to noncontrolling interests

Income from discontinued operations attributable to noncontrolling interests

Adjustments to reconcile net income to cash provided by operating activities:

Depreciation and amortization

Pension and postretirement benefit income

Pension and postretirement contributions

Equity in earnings of partially-owned affiliates, net of dividends received

Deferred income taxes

Non-cash restructuring and impairment costs

Gain on business divestitures

Fair value adjustment of equity investment

Other - net

Changes in assets and liabilities, excluding acquisitions and divestitures:

Receivables

Restructuring reserves

Accounts payable and accrued liabilities

Change in other assets and liabilities

Cash provided by operating activities

Investing Activities

Capital expenditures

Sale of property, plant and equipment

Acquisition of businesses, net of cash acquired

Business divestitures, net of cash divested

Cash used by investing activities

Financing Activities

Increase (decrease) in short and long-term debt - net

Stock repurchases

Payment of cash dividends

Proceeds from the exercise of stock options

Dividends paid to noncontrolling interests

Cash used by financing activities

Effect of exchange rate changes on cash and cash equivalents

Cash held for sale

Decrease in cash and cash equivalents

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Other assets and liabilities

Increase in short and long-term debt - net

Cash (used) provided by financing activities

Page 13

FOOTNOTES

1. Business Unit Summary

(in millions)

(unaudited)

Net Sales

Building Efficiency

Automotive Experience

10,516

Power Solutions

Net Sales

Segment Income

Segment Income

before income taxes

Products and systems

16,214

17,015

Cost of Sales

13,404

14,410

(1) Management evaluates the performance of the business units based primarily on segment income, which represents income from continuing operations before income taxes and noncontrolling interests, excluding net financing charges, significant restructuring and impairment costs, and the net mark to market adjustments related to pension and postretirement plans.

- Provides facility systems and services including comfort, energy and security management for the non-residential buildings market and provides heating, ventilating, and air conditioning products and services for the residential and non-residential building markets.

Automotive Experience -

Designs and manufactures interior systems and products for passenger cars and light trucks, including vans, pick-up trucks and sport/crossover utility vehicles.

Power Solutions

- Services both automotive original equipment manufacturers and the battery aftermarket by providing advanced battery technology, coupled with systems engineering, marketing and service expertise.

(2) The three months ended March 31, 2016 and 2015 reported segment income numbers include transaction/integration/separation costs. The pre-tax impacts are reported as follows:

Consolidated JCI

Segment income, as reported

Non-recurring/unusual items:

Transaction/integration/separation costs

Segment income, excluding non-recurring/unusual items

(3) The six months ended March 31, 2016 and 2015 reported segment income numbers include transaction/integration/separation costs. The pre-tax impacts are reported as follows:

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2. Earnings Per Share Reconciliation

A reconciliation of earnings per share, as reported, to earnings per share, excluding non-recurring/unusal items, for the respective quarters and year-to-date periods is shown below:

Net Income Attributable to JCI

Net Income Attributable to JCI from Continuing Operations

Earnings per share, as reported

Non-recurring/unusual items, net of tax:

Discrete tax items

Earnings per share, excluding non-recurring/unusual items *

Net Income Attributable to JCI

3. Acquisitions and Divestitures

On January 25, 2016, the Company and Tyco International plc announced that they have entered into a definitive merger agreement under which the Company will combine with Tyco, a global fire and security provider. The transaction is expected to be completed on October 1, 2016 and is subject to customary closing conditions, including regulatory approvals and approval by the shareholders of the Company and Tyco.

On October 1, 2015, the Company formed a joint venture with Hitachi to expand its Building Efficiency product offerings. The Company acquired a 60 percent ownership stake in the new entity for approximately $133 million ($563 million purchase price less cash acquired of $430 million).

On September 1, 2015, the Company completed the sale of its Global Workplace Solutions (GWS) business to CBRE Group, Inc. In the second quarter of fiscal 2015, the GWS business met the criteria to be classified as a discontinued operation. The GWS business is included within assets held for sale and liabilities held for sale in the accompanying condensed consolidated statement of financial position as of March 31, 2015.

On July 2, 2015, the Company completed its global automotive interiors join venture with Yanfeng Automotive Trim Systems. The Company holds a 30 percent equity interest in the joint venture. The majority of the Automotive Interiors business is included within assets held for sale and liabilities held for sale in the accompanying condensed consolidated statement of financial position as of March 31, 2015.

4. Income Taxes

The Company's effective tax rate from continuing operations before consideration of transaction/integration/separation costs and other non-recurring items for the quarter ending March 31, 2016 and 2015 is approximately 17 percent and 19 percent, respectively. The fiscal 2016 second quarter includes a non-cash tax charge of $780 million ($1.20) related to the Company's change in assertion over permanently reinvested earnings as a result of the proposed spin-off of the Automotive Experience business and a $15 million ($0.02) tax benefit related to the first quarter impact of the reduction in the Company's annual effective tax rate from 19 percent to 17 percent. The fiscal 2015 second quarter includes a non-cash tax charge of $67 million ($0.10) related to the future repatriation of foreign cash associated with the GWS divestiture and a $17 million ($0.03) non-cash tax charge related to a tax rate change in Japan.

During the quarter ended December 31, 2015, the Company early adopted Accounting Standards Update (ASU) No. 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes." ASU No. 2015-17 requires that deferred tax liabilities and assets be classified as noncurrent in the consolidated statements of financial position. The change has been reported through retrospective application of ASU No. 2015-17 to all periods presented.

5. Restructuring

The fiscal 2016 second quarter includes restructuring and impairment costs of $229 million related to cost reduction initiatives in the Automotive Experience and Building Efficiency businesses and at Corporate. The costs consist primarily of workforce reductions, plant closures and asset impairments.

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6. Earnings Per Share

The following table reconciles the numerators and denominators used to calculate basic and diluted earnings per share (in millions):

Income Available to Common Shareholders

Basic and diluted income (loss) available to common shareholders

Weighted Average Shares Outstanding

Basic weighted average shares outstanding

Effect of dilutive securities:

Stock options, unvested restricted stock

and unvested performance share awards

Diluted weighted average shares outstanding

For the three and six months ended March 31, 2016, the total number of potential dilutive shares due to stock options, unvested restricted stock and unvested performance share awards was 3.9 million and 4.5 million, respectively. However, these items were not included in the computation of diluted loss per share for the three and six months ended March 31, 2016, since to do so would decrease the loss per share.

The above information was disclosed in a filing to the SEC. To see the filing, click here.

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Other recent filings from the company include the following:

Prospectuses and communications, business combinations - April 21, 2016
Prospectuses and communications, business combinations - April 21, 2016
Prospectuses and communications, business combinations - April 21, 2016
On January - April 21, 2016