Johnson Controls/Adient

31MAR201611553105

October 3, 2016

Dear Johnson Controls Shareholder:

On July 24, 2015, we announced plans to separate our Automotive Seating and Interiors businesses from the rest of Johnson Controls by means of a spin-off of a newly formed company named Adient plc, which will contain our automotive seating and interiors businesses. Johnson Controls, the existing publicly traded company, will continue to manage our building efficiency and power solutions businesses. As two distinct publicly traded companies, Johnson Controls and Adient will be better positioned to capitalize on significant growth opportunities and focus resources on their respective businesses and strategic priorities.

To implement the separation, Johnson Controls will transfer its automotive seating and interiors businesses to Adient, and in return, Adient will issue ordinary shares to Johnson Controls shareholders, pro rata to their respective holdings. Each Johnson Controls shareholder will receive one Adient ordinary share on October 31, 2016 for every ten shares of Johnson Controls held as of the close of business on October 19, 2016, the record date for the distribution. The distribution will generally be taxable to Johnson Controls shareholders for U.S. federal income tax purposes.

No vote of Johnson Controls shareholders is required for the distribution. You do not need to take any action to receive Adient ordinary shares to which you are entitled as a Johnson Controls shareholder, and you do not need to pay any consideration or surrender or exchange your Johnson Controls shares.

I encourage you to read the attached information statement, which is being provided to all Johnson Controls shareholders who held shares of Johnson Controls on the record date for the distribution. The information statement describes the separation in detail and contains important business and financial information about Adient.

I believe the separation provides tremendous opportunities for our businesses and our shareholders, as we work to continue building long-term shareholder value. We appreciate your continuing support of Johnson Controls, and look forward to your future support of both companies.

Sincerely,

5JUL201611095718

Alex A. Molinaroli Chairman and Chief Executive Officer Johnson Controls

October 3, 2016

Dear Future Adient Shareholder:

I am pleased to welcome you as a future shareholder of Adient, whose ordinary shares we intend to list on the New York Stock Exchange under the symbol ``ADNT.''

Adient is the global leader in automotive seating and interiors. We are an established and trusted partner for all of the world's major automakers, helping them differentiate their vehicles to consumers. We are the largest supplier of seats in the growing China market, with 17 joint ventures and 60 manufacturing locations. With approximately 230 locations in 33 countries and approximately 74,000 employees, Adient will deliver 25 million seating systems used on more than 360 nameplates around the globe.

We intend to outpace the growth of the overall automotive industry by leveraging our advantaged global manufacturing footprint, our unique customer mix and strong relationships, our increased focus on innovation and our experienced management team. Our capabilities will create new growth opportunities within and adjacent to the automotive industry.

At the same time, we will continue to increase profitability through a world-class operating system that is driving leadership in cost, quality, launch execution and customer satisfaction.

Our business is less capital intensive than other automotive companies, increasing our financial flexibility and returns on capital. The combination of operating and financial discipline will result in solid and improving cash flow, allowing us to reduce leverage, pay a dividend and support growth investments. However, the timing, declaration, amount of and payment of any dividends are within the discretion of the Adient board of directors and will depend upon many factors, and, therefore, there is no assurance as to the timing or amount of any such dividends.

We believe our strengths and discipline will translate into an attractive return for you, our shareholders. Our goal is to provide sustainable, top quartile returns versus the automotive peer group.

We invite you to learn more about Adient and our strategic initiatives by reading the attached information statement. We thank you in advance for your support as a future shareholder of Adient.

Sincerely,

30SEP201600290480

R. Bruce McDonald Chairman and Chief Executive Officer Adient

INFORMATION STATEMENT

Adient plc

This information statement is being furnished in connection with the distribution to Johnson Controls shareholders of 100% of the ordinary shares of Adient, which will hold directly and/or indirectly the assets and liabilities associated with Johnson Controls' automotive seating and interiors businesses. To implement the distribution, Johnson Controls will transfer its automotive seating and interiors businesses to Adient, and in return, Adient will issue its ordinary shares to Johnson Controls shareholders, pro rata to their respective holdings. The distribution generally will be taxable to Johnson Controls shareholders for U.S. federal income tax purposes.

For every ten shares of Johnson Controls held of record by you as of the close of business on October 19, 2016, the record date for the distribution, you will receive one Adient ordinary share. You will receive cash in lieu of any fractional Adient ordinary shares that you would have received after application of the above ratio. As discussed under ``The Separation and Distribution--Trading Before Distribution Date,'' if you sell your Johnson Controls shares in the ``regular-way'' market after the record date and before the distribution, you also will be selling your right to receive Adient ordinary shares in connection with the separation. We expect the Adient ordinary shares to be distributed to you on October 31, 2016. We refer to the date of the distribution of the Adient ordinary shares as the distribution date.

No vote of Johnson Controls shareholders is required for the distribution. Therefore, you are not being asked for a proxy, and you are requested not to send Johnson Controls a proxy, in connection with the distribution. You do not need to pay any consideration, exchange or surrender your existing Johnson Controls shares or take any other action to receive your Adient ordinary shares.

On January 24, 2016, Johnson Controls, Inc. entered into an Agreement and Plan of Merger with Tyco International plc and certain other parties named therein. Pursuant to the merger agreement, on September 2, 2016, an indirect wholly owned subsidiary of Tyco merged with and into Johnson Controls, Inc., with Johnson Controls, Inc. surviving as an indirect wholly owned subsidiary of Tyco. The combined company is now named ``Johnson Controls International plc'' and trades under the ticker ``JCI.'' As a result, former shareholders of both Johnson Controls, Inc. and Tyco who hold shares of the combined company as of the October 19, 2016 record date will receive Adient ordinary shares in the distribution. References to ``Johnson Controls'' in this information statement therefore refer to Johnson Controls, Inc. prior to the merger and refer to Johnson Controls International plc after the merger.

There is no current trading market for Adient ordinary shares, although Adient expects that a limited market, commonly known as a ``when-issued'' trading market, will develop on October 17, 2016, and Adient expects ``regular-way'' trading of Adient ordinary shares to begin on October 31, 2016, the first trading day following the completion of the distribution. Adient has received authorization to list its ordinary shares on the New York Stock Exchange under the symbol ``ADNT.'' Following the spin-off, Johnson Controls will continue to trade on the New York Stock Exchange under the symbol ``JCI.''

In reviewing this information statement, you should carefully consider the matters described under the caption ``Risk Factors'' beginning on page 21.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

This document is not a prospectus within the meaning of the Companies Act 2014 of Ireland, the Prospectus Directive (2003/71/EC) Regulations 2005 of Ireland (as amended) or the Prospectus Rules issued by the Central Bank of Ireland. No offer of shares to the public is made, or will be made, that requires the publication of a prospectus pursuant to Irish prospectus law within the meaning of the above legislation. This document has not been approved or reviewed by or registered with the Central Bank of Ireland or any other competent authority or regulatory authority in the European Economic Area. This document does not constitute investment advice or the provision of investment services within the meaning of the European Communities (Markets in Financial Instruments) Regulations 2007 of Ireland (as amended) or the Markets in Financial Instruments Directive (2004/39/EC). Neither Johnson Controls nor Adient is an authorized investment firm within the meaning of the European Communities (Markets in Financial Instruments) Regulations 2007 of Ireland (as amended) or the Markets in Financial Instruments Directive (2004/39/EC) and the recipients of this document should seek independent legal and financial advice in determining their actions in respect of or pursuant to this document.

The date of this information statement is October 3, 2016.

This information statement will be made publicly available at materials.G51502 beginning October 3, 2016, and notices of this information statement's availability will be first sent to Johnson Controls

shareholders on or about October 3, 2016.

TABLE OF CONTENTS

Page

Note Regarding the Use of Certain Terms, Trademarks, Trade Names and Service Marks . . . . . .

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Questions and Answers About the Separation and Distribution . . . . . . . . . . . . . . . . . . . . . . . . . 1

Information Statement Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

Cautionary Statement Concerning Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . 47

The Separation and Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

Dividend Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

Selected Historical Combined Financial Data of Adient . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

Unaudited Pro Forma Condensed Combined Financial Statements . . . . . . . . . . . . . . . . . . . . . . 58

Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . 81

Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116

Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118

Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127

Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147

Certain Relationships and Related Person Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 174

Material U.S. Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 183

Material Irish Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195

Description of Material Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 201

Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . . . . 206

Description of Adient's Share Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 208

Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 227

Index to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

Annex A--List of Relevant Territories for the Purposes of Irish Dividend Withholding Tax . . . . . A-1

NOTE REGARDING THE USE OF CERTAIN TERMS, TRADEMARKS, TRADE NAMES AND SERVICE MARKS

Unless otherwise indicated, references to ``Johnson Controls'' in this information statement refer to Johnson Controls, Inc. and its subsidiaries or, after the completion of the merger of Johnson Controls, Inc. with an indirect wholly owned subsidiary of Tyco International plc, Johnson Controls International plc and its subsidiaries. References to ``Adient'' in this information statement refer to Adient plc and its subsidiaries. References in this information statement to the ``separation'' refer to the separation of the automotive seating and interiors businesses from the rest of Johnson Controls and the creation, as a result of the distribution, of an independent, publicly traded company, Adient, which will hold the assets and liabilities associated with the automotive seating and interiors businesses after the distribution. References in this information statement to the ``distribution'' refer to the dividend on Johnson Controls shares outstanding on the record date that will be satisfied by Adient's issuance of its ordinary shares to the persons entitled to receive the dividend. Adient owns or has rights to use the trademarks, service marks and trade names that it uses in conjunction with the operation of its business. Some of the more important trademarks that Adient owns or has rights to use that appear in this information statement include: ADIENT and RECARO, which may be registered or trademarked in the United States and other jurisdictions. Each trademark, trade name or service mark of any other company appearing in this information statement is, to our knowledge, owned by such other company. Solely for convenience, the trademarks, service marks and trade names referred to in this information statement are listed without the and symbols, but we will assert, to the fullest extent under applicable law, our right to use such trademarks, service marks and trade names.

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QUESTIONS AND ANSWERS ABOUT THE SEPARATION AND DISTRIBUTION

What is Adient and why is Johnson Controls distributing Adient ordinary shares?

Why am I receiving this document?

How will the separation of the automotive seating and interiors businesses from Johnson Controls work?

Will former Tyco shareholders who are holders of record of the combined company receive Adient ordinary shares in the distribution?

Adient was formed to hold Johnson Controls' automotive seating and interiors businesses. The separation of the automotive seating and interiors businesses from Johnson Controls and the distribution of Adient ordinary shares are intended to create two separate, publicly traded companies, each of which will be able to focus exclusively on its own businesses and their distinct needs. Johnson Controls and Adient expect that the separation will result in enhanced long-term performance of each business for the reasons discussed in the sections entitled ``The Separation and Distribution--Reasons for the Separation.''

Johnson Controls is delivering this document to you because you are a holder of Johnson Controls shares. If you are a holder of Johnson Controls shares as of the close of business on October 19, 2016, the record date of the distribution, you will be entitled to receive one Adient ordinary share for every ten shares of Johnson Controls that you held at the close of business on such date. This document will help you understand how the separation and distribution will affect your post-separation ownership in Johnson Controls and Adient, respectively.

Johnson Controls will transfer its automotive seating and interiors businesses to Adient, and in return, Adient will issue its ordinary shares to Johnson Controls shareholders, pro rata to their respective holdings. For the purposes of Irish corporate law, this will be treated as Johnson Controls having declared a dividend in specie, or a non-cash dividend, to its shareholders and satisfying that obligation by procuring the delivery of the Adient ordinary shares to Johnson Controls shareholders. Immediately following the distribution, the persons entitled to receive Adient ordinary shares in the distribution will own all of Adient's outstanding ordinary shares.

Yes. On January 24, 2016, Johnson Controls, Inc. entered into an Agreement and Plan of Merger with Tyco International plc and certain other parties named therein. Pursuant to the merger agreement, on September 2, 2016, an indirect wholly owned subsidiary of Tyco merged with and into Johnson Controls, Inc., with Johnson Controls, Inc. surviving as an indirect wholly owned subsidiary of Tyco. The combined company is now named ``Johnson Controls International plc'' and trades under the ticker ``JCI.'' As a result, former shareholders of both Johnson Controls, Inc. and Tyco who hold shares of the combined company as of the record date will receive Adient ordinary shares in the distribution. References to ``Johnson Controls'' in this information statement therefore refer to Johnson Controls, Inc. prior to the merger and refer to Johnson Controls International plc after the merger.

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What is the record date for the distribution? When will the distribution occur?

What do shareholders need to do to participate in the distribution?

How will ordinary shares of Adient be issued?

If I was enrolled in the Johnson Controls dividend reinvestment plan, will I automatically be enrolled in the Adient dividend reinvestment plan?

How many ordinary shares of Adient will I receive in the distribution?

The record date for the distribution will be October 19, 2016.

It is expected that all of the ordinary shares of Adient will be distributed on October 31, 2016 to holders of record of Johnson Controls shares at the close of business on October 19, 2016, the record date for the distribution.

Shareholders of Johnson Controls as of the record date for the distribution will not be required to take any action to receive Adient ordinary shares in the distribution, but you are urged to read this entire information statement carefully. No shareholder approval of the distribution is required. You are not being asked for a proxy. You do not need to pay any consideration, exchange or surrender your existing Johnson Controls shares or take any other action to receive your Adient ordinary shares. Please do not send in your Johnson Controls share certificates. The distribution will not affect the number of outstanding Johnson Controls shares or any rights of Johnson Controls shareholders, although it may affect the market value of each outstanding share of Johnson Controls.

You will receive Adient ordinary shares through the same channels that you currently use to hold or trade Johnson Controls shares, whether through a brokerage account, 401(k) plan or other channel. Receipt of Adient ordinary shares will be documented for you in the same manner that you typically receive shareholder updates, such as monthly broker statements and 401(k) statements.

If you own Johnson Controls shares as of the close of business on October 19, 2016, the record date for the distribution, including shares owned in certificate form or through the Johnson Controls dividend reinvestment plan, Johnson Controls, with the assistance of Wells Fargo Bank, N.A., or Wells Fargo, the distribution agent, will electronically distribute ordinary shares of Adient to you or to your brokerage firm on your behalf in book-entry form. Wells Fargo will mail you a book-entry account statement that reflects your ordinary shares of Adient, or your bank or brokerage firm will credit your account for the shares.

Yes. If you elected to have your Johnson Controls cash dividends applied toward the purchase of additional Johnson Controls shares, the Adient ordinary shares you receive in the distribution will be automatically enrolled in the Adient dividend reinvestment plan sponsored by Wells Fargo (Adient's transfer agent and registrar), unless you notify Wells Fargo that you do not want to reinvest any Adient cash dividends in additional Adient ordinary shares. For contact information for Wells Fargo, see ``Description of Adient's Share Capital--Transfer Agent and Registrar.''

You will receive one Adient ordinary share for every ten shares of Johnson Controls held by you as of the close of business on the record date for the distribution. Based on approximately 935 million outstanding shares of Johnson Controls as of September 12, 2016, a total of approximately 93.5 million Adient ordinary shares will be distributed. For additional information on the distribution, see ``The Separation and Distribution.''

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Will Adient issue fractional shares in the distribution?

What are the conditions to the distribution?

No. Adient will not issue fractional shares in the distribution. Fractional shares that Johnson Controls shareholders would otherwise have been entitled to receive will be aggregated and sold in the public market by the distribution agent. The aggregate net cash proceeds of these sales will be distributed pro rata (based on the fractional share such holder would otherwise be entitled to receive) to those shareholders who would otherwise have been entitled to receive fractional shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts of payment made in lieu of fractional shares.

The distribution is subject to the satisfaction (or waiver by Johnson Controls in its sole discretion) of the following conditions:

? the transfer of assets and liabilities from Johnson Controls to Adient shall be completed in accordance with the separation and distribution agreement;

? Adient and its affiliates shall have completed cash transfers to Johnson Controls totaling $3.0 billion in the aggregate, and Johnson Controls shall be satisfied that it has no liability under the financing transactions entered into by Adient in connection with the separation;

? the U.S. Securities and Exchange Commission, or the SEC, shall have declared effective the registration statement of which this information statement forms a part, and this information statement shall have been made available to the Johnson Controls shareholders;

? all actions or filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities laws shall have been taken and, where applicable, have become effective or been accepted by the applicable governmental entity;

? the transaction agreements relating to the separation shall have been duly executed and delivered by the parties;

? no order, injunction, or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the separation, distribution or any of the related transactions shall be in effect;

? the ordinary shares of Adient to be distributed shall have been accepted for listing on the New York Stock Exchange, subject to official notice of distribution; and

? no other event or development shall exist or have occurred that, in the judgment of the Johnson Controls board of directors, in its sole discretion, makes it inadvisable to effect the separation, distribution and other related transactions.

Johnson Controls and Adient cannot assure you that any or all of these conditions will be met and may also waive any of the conditions to the distribution. In addition, Johnson Controls can decline at any time to go forward with the separation. For a complete discussion of all of the conditions to the distribution, see ``The Separation and Distribution--Conditions to the Distribution.''

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What is the expected date of completion of the separation?

Can Johnson Controls decide to cancel the distribution of Adient ordinary shares even if all the conditions have been met?

What if I want to sell my Johnson Controls shares or my Adient ordinary shares? What is ``regular-way'' and ``ex-distribution'' trading of Johnson Controls shares?

Where will I be able to trade ordinary shares of Adient?

What will happen to the listing of Johnson Controls shares? Will the number of Johnson Controls shares that I own change as a result of the distribution?

The completion and timing of the separation are dependent upon a number of conditions. It is expected that the ordinary shares of Adient will be distributed on October 31, 2016 to the holders of record of shares of Johnson Controls at the close of business on October 19, 2016, the record date for the distribution. However, no assurance can be provided as to the timing of the separation or that all conditions to the distribution will be met.

Yes. The distribution is subject to the satisfaction or waiver of certain conditions. See the section entitled ``The Separation and Distribution--Conditions to the Distribution.'' Until the distribution has occurred, Johnson Controls has the right to terminate the distribution, even if all of the conditions are satisfied.

You should consult with your financial advisors, such as your stockbroker, bank or tax advisor.

Beginning on October 17, 2016, and continuing up to and through October 28, 2016, the last trading day before the distribution date, it is expected that there will be two markets in Johnson Controls shares: a ``regular-way'' market and an ``ex-distribution'' market. Shares of Johnson Controls that trade in the ``regular-way'' market will trade with an entitlement to Adient ordinary shares distributed pursuant to the distribution. Shares that trade in the ``ex-distribution'' market will trade without an entitlement to Adient ordinary shares distributed pursuant to the distribution. If you decide to sell any shares of Johnson Controls before the distribution date, you should make sure your stockbroker, bank or other nominee understands whether you want to sell your shares of Johnson Controls with or without your entitlement to Adient ordinary shares pursuant to the distribution.

Adient has applied to list its ordinary shares on the New York Stock Exchange under the symbol ``ADNT.'' Adient anticipates that trading in its ordinary shares will begin on a ``when-issued'' basis on October 17, 2016 and will continue up to and through October 28, 2016, the last trading day before the distribution date, and that ``regular-way'' trading in Adient ordinary shares will begin on October 31, 2016, the first trading day following the completion of the separation. If trading begins on a ``when-issued'' basis, you may purchase or sell Adient ordinary shares up to and through the distribution date, but your transaction will not settle until after the distribution date. Adient cannot predict the trading prices for its ordinary shares before, on or after the distribution date.

Johnson Controls shares will continue to trade on the New York Stock Exchange after the distribution under the symbol ``JCI.''

No. The number of Johnson Controls shares that you own will not change as a result of the distribution.

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