Information Relating to the Tender Offers
BofA Securities is the dealer manager (the Dealer Manager) for the Tender Offers. Investors with questions regarding the Tender Offers may contact
BofA Securities at (980) 387-3907 (collect), (888) 292-0070 (toll-free) or by email at debt_advisory@bofa.com. D.F. King & Co., Inc. is the tender and
information agent for the Tender Offers and can be contacted at (877) 283-0318 (bankers and brokers can call collect at (212) 269-5550) or by email at
jci@dfking.com.
None of the Company or its affiliates, their respective boards of directors or managers, the Dealer Manager, the tender and
information agent or the trustee with respect to any Securities is making any recommendation as to whether holders should tender any Securities in response to any of the Tender Offers, and neither the Company nor any such other person has authorized
any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Securities, and, if so, the principal amount of Securities to tender.
This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offers are being
made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.
The full details of the Tender Offers,
including complete instructions on how to tender Securities, are included in the Offer to Purchase. Holders are strongly encouraged to read carefully the Offer to Purchase, including materials incorporated by reference therein, because they contain
important information. The Offer to Purchase may be obtained from D.F. King & Co., Inc., free of charge, by calling toll-free at (877) 283-0318 (bankers and brokers can call collect at (212) 269-5550) or by email at jci@dfking.com.
About Johnson Controls
At Johnson Controls (NYSE: JCI), we transform the environments where people live, work, learn and play. As a global leader in smart, healthy and sustainable
buildings, our mission is to reimagine the performance of buildings to serve people, places and the planet.
Building on a proud history of nearly 140
years of innovation, we deliver the blueprint of the future for industries such as healthcare, schools, data centers, airports, stadiums, manufacturing and beyond through OpenBlue, our comprehensive digital offering.
Today, with a global team of 100,000 experts in more than 150 countries, Johnson Controls offers the worlds largest portfolio of building technology and
software as well as service solutions from some of the most trusted names in the industry.
Johnson Controls International plc Cautionary Statement
Regarding Forward-Looking Statements
The Company has made statements in this communication that are forward-looking and therefore are
subject to risks and uncertainties. Forward-looking statements may be identified by the use of words such as may, will, expect, intend, estimate, anticipate,
believe, should, forecast, project or plan and terms of similar meaning in connection with a discussion of future operating or financial performance. However, the absence of these words
does not mean that a statement is not forward-looking. The Company cautions that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond the Companys control, that could
cause the Companys actual results to differ materially from those expressed or implied by such forward- looking statements, including, among others, risks related to: the Companys ability to develop or acquire new products and
technologies that achieve market acceptance and meet applicable quality and regulatory requirements; the Companys ability to manage general economic, business and capital market conditions, including the impact of recessions, economic
downturns and global price inflation; fluctuations in the cost and availability of public and private financing for the Companys customers; the Companys ability to innovate and adapt to emerging technologies, ideas and trends in the
marketplace, including the incorporation of technologies such as artificial intelligence; the Companys ability to manage macroeconomic and geopolitical volatility, including shortages impacting the availability of raw materials and component
products and the conflicts between Russia and Ukraine and Israel and Hamas; managing the risks and impacts of potential and actual security breaches, cyberattacks, privacy breaches or data breaches, including business, service, or operational
disruptions, the unauthorized access to or disclosure of data, financial loss, reputational damage, increased response and remediation costs, legal, and regulatory proceedings or other unfavorable outcomes; the Companys ability to remediate
its material weakness; maintaining and improving the capacity, reliability and security of the Companys enterprise information technology infrastructure; the Companys ability to manage the lifecycle cybersecurity risk in the development,
deployment and operation of the Companys digital platforms and services; changes to laws or policies governing foreign trade, including economic sanctions, tariffs, foreign exchange and capital controls, import/export controls or other trade
restrictions; fluctuations in currency exchange rates; changes or uncertainty in laws, regulations, rates, policies, or interpretations that impact the Companys business operations or tax status; the ability to adapt to global climate change,
climate change regulation and successfully meet the Companys public sustainability commitments; risks and uncertainties related to the settlement with a nationwide class of public water systems concerning the use of aqueous film forming foam;
the outcome of litigation and governmental proceedings; the risk of infringement or expiration of intellectual property rights; the Companys ability to manage disruptions caused by catastrophic or geopolitical events, such as natural
disasters, armed conflict, political change, climate change, pandemics and outbreaks of contagious diseases and other adverse public health developments; the ability of the Company to drive organizational improvement; any delay or inability of the
Company to realize the expected benefits and synergies of recent portfolio transactions; the ability to hire and retain senior management and other key personnel; the tax treatment of recent portfolio transactions; significant transaction costs
and/or unknown liabilities associated with such transactions; labor shortages, work stoppages, union negotiations, labor disputes and other matters associated with the labor force; and the cancellation of or changes to commercial arrangements.
Investors are therefore cautioned not to place undue reliance on any forward looking statements. For further discussion of certain of these factors, see Item 1A. Risk Factors in the Companys Annual Report on Form
10-K for the fiscal year ended September 30, 2023, filed with the U.S. Securities and Exchange Commission (the SEC) on December 14, 2023 and in our subsequent and future filings with the
SEC, which are available at www.sec.gov. Investors should understand that it is not possible to predict or identify all such factors and should not consider this list to be a complete statement of all potential risks and uncertainties. The
forward-looking statements included in this communication are made only as of the date of the document in which they are included, unless otherwise specified, and, except as required by law, the Company assumes no obligation, and disclaims any
obligation, to update forward-looking statements to reflect events or circumstances occurring after the date of such document.
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