Item 8.01 Other Events.
Johnson Controls International plc (the "Company") intends to resume its
previously announced share repurchase program related to the deployment of
proceeds from the Power Solutions sale transaction, beginning in the fourth
quarter of its fiscal year 2020. The Company previously disclosed that it had
suspended its share repurchase program in order to enhance its immediate
liquidity resources in response to financial market uncertainty related to the
COVID-19 pandemic. As of March 31, 2020, approximately $735 million remains
available under the Company's previously announced share repurchase program for
fiscal year 2020 and approximately $3.1 billion remains available under the
Company's overall share repurchase authorization.
In implementing share repurchases, the Company may purchase shares in the open
market or through a variety of methods as permitted by applicable securities
laws and other legal requirements, including through the use of a Rule 10b5-1
plan. There exists no obligation to repurchase any particular amount of shares
within any timeframe, and the manner, timing and amount of any purchase will be
determined subject to an evaluation of the price and availability of the
Company's shares, general market conditions, and other factors. The Company's
authorization to repurchase shares does not have a set expiration date and may
be amended, suspended or terminated at any time at the Company's discretion
without prior notice.
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. 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. 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. The Company cautions that these
statements are subject to numerous important risks, uncertainties, assumptions
and other factors, some of which are beyond its control, that could cause the
Company's actual results to differ materially from those expressed or implied by
such forward-looking statements, including, among others, risks related to: the
Company's ability to manage general economic, business and geopolitical
conditions, including the impacts of natural disasters, pandemics and outbreaks
of contagious diseases and other adverse public health developments, such as the
COVID-19 pandemic, any delay or inability of the Company to realize the expected
benefits and synergies of recent portfolio transactions such as the merger with
Tyco and the disposition of the Power Solutions business, changes in tax laws
(including but not limited to the Tax Cuts and Jobs Act enacted in December
2017), 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 the Company's business,
the strength of the U.S. or other economies, changes to laws or policies
governing foreign trade, including increased tariffs or trade restrictions,
energy and commodity prices, the availability of raw materials and component
products, currency exchange rates, maintaining the capacity, reliability and
security of our information technology infrastructure, the risk of infringement
or expiration of intellectual property rights, work stoppages, union
negotiations, labor disputes and other matters associated with the labor force,
the outcome of litigation and governmental proceedings and cancellation of or
changes to commercial arrangements. A detailed discussion of risks related to
the Company's business is included in the section entitled "Risk Factors" in the
Company's Annual Report on Form 10-K for the 2019 fiscal year filed with the SEC
on November 21, 2019. The description of certain of these risks is supplemented
in Item 1A of Part II of the Company's subsequently filed Quarterly Reports on
Form 10-Q. 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, the Company 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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