UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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): ~~October~~December 319, 2016

JOHNSON CONTROLS, INC. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Wisconsin (State or Other Jurisdiction of Incorporation)	1-5097 (Commission File Number)	39-0380010 (IRS Employer Identification Number)
5757 North Green Bay Avenue Milwaukee, Wisconsin (Address of principal executive offices)		53209 (Zip Code)

Wisconsin		1-5097		39-0380010
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

Registrant's telephone number, including area code: (414) 524-1200

5757 North Green Bay Avenue Milwaukee, Wisconsin		53209
(Address of principal executive offices)		(Zip Code)

Not Applicable
(Former name or former address, if changed since last report)

~~Registrant’s~~Check the ~~telephone~~appropriate ~~number,~~box ~~including~~below ~~area~~if ~~code:~~the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (~~414)~~see ~~524-1200~~General Instruction A.2. below):

ý: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o: Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o: Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o: Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Not~~ ~~Applicable~~Item 1.01. Entry into a Material Definitive Agreement.

On December 9, 2016, Johnson Controls, Inc. (~~Former~~the ~~name~~"Company") orand ~~former~~U.S. ~~address~~Bank National Association, ifa ~~changed~~national ~~since~~banking ~~last~~association, ~~report~~as trustee (the "Trustee"), entered into that certain (i) Supplemental Indenture No. 1 (the "2006 Supplemental Indenture") in respect of the Indenture, dated as of January 17, 2006, between the Company and the Trustee (the "2006 Base Indenture"), (ii) Supplemental Indenture No. 3 (the "2009 Supplemental Indenture") in respect of the Indenture, dated as of March 16, 2009, between the Company and the Trustee (the "2009 Base Indenture") and (iii) Supplemental Indenture No. 1 (the "1995 Supplemental Indenture" and together with the 2006 Supplemental Indenture and the 2009 Supplemental Indenture, the "Supplemental Indentures") in respect of the Indenture, dated as of February 22, 1995, between the Company and the Trustee (the "1995 Base Indenture" and together with the 2006 Base Indenture and the 2009 Base Indenture, the "Base Indentures").

~~Check~~ The Supplemental ~~the~~Indentures ~~appropriate~~eliminate ~~box~~various ~~below~~covenants, ifevent of default provisions and other provisions under the ~~Form 8-K~~Base ~~filing~~Indentures isand ~~intended~~the tonotes ~~simultaneously~~issued ~~satisfy~~thereunder (collectively, the "Proposed ~~filing~~Amendments"). ~~obligation~~The summaries of the ~~registrants~~Supplemental ~~under~~Indentures ~~any~~do not purport to be complete and are qualified in their entirety by reference to the full text of the ~~following~~Supplemental ~~provisions~~Indentures, which ~~(see~~are ~~General~~attached ~~Instruction~~to Athis Current Report on Form 8-K as Exhibits 4.1, 4.2, and 4.3 ~~below):~~respectively, and are incorporated by reference into this Item 1.01.

~~o Written~~ Each Supplemental ~~communications~~Indenture ~~pursuant~~became effective upon execution. The Proposed Amendments are expected to ~~Rule~~become operative on or about the second business day following the expiration date of the previously announced offers by Johnson Controls International ~~425~~plc ~~under~~("JCI plc") to exchange notes of certain series (the ~~Securities~~"existing ~~Act~~notes") issued by the Company and another wholly owned subsidiary of JCI plc for new notes issued by JCI plc and the related solicitation of consents to amend the indentures governing the existing notes (17the ~~CFR~~"exchange ~~230.425~~offers"). The exchange offers will expire on December 23, 2016, unless extended.

~~o Soliciting~~ Additional ~~material~~Information ~~pursuant~~and Where to ~~Rule 14a-12~~Find ~~under the Exchange Act (17 CFR 240.14a-12)~~it

~~o Pre-commencement~~ JCI plc ~~communications~~has ~~pursuant~~filed a registration statement (including a preliminary prospectus) with the Securities and Exchange Commission (the "SEC") for the exchange offers. Before you invest, you are urged to ~~Rule~~read the preliminary prospectus in that registration statement and other relevant documents filed or to be filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about JCI ~~14d~~plc, the exchange offers and related matters. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, a copy of the preliminary prospectus may be obtained by contacting BofA Merrill Lynch, Attention: Liability Management Group, 214 North Tryon Street, 14th Floor, Charlotte, North Carolina 28255 or calling (888) 292-20070, or Citigroup Global Markets Inc., Attention: Liability Management Group, 390 Greenwich Street, 1st Floor, New York, New York 10013 or calling (b800) ~~under~~558-3745. In addition, investors and security holders may obtain free copies of the ~~Exchange~~documents ~~Act~~filed ~~(17~~with ~~CFR~~the ~~240~~SEC by JCI plc or the Company by contacting JCI plc Shareholder Services at Shareholder.~~14d-2~~Services@jci.com or by calling (b800)) 524-6220.

~~o Pre-commencement~~ This communication ~~communications~~shall not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities described herein and is also not a solicitation of the related consents. The exchange offers may be made only pursuant to ~~Rule~~the terms and conditions set forth in JCI ~~13e-4(c)~~plc's preliminary prospectus and the other related materials. The registration statement relating to the notes to be issued by JCI ~~under~~plc has been filed with the ~~Exchange~~SEC ~~Act~~but ~~(17~~has ~~CFR~~not ~~240~~yet become effective.~~13e-4(c))~~ Those notes may not be sold, nor may offers to buy be accepted, prior to the time the registration statement is declared effective by the SEC.

~~Item~~ 2~~.01 Completion of Acquisition or Disposition of Assets~~

~~Effective~~ Any offer as of ~~12:01~~the ~~a.m. Eastern~~New ~~Time~~Notes onmade ~~October 31,~~to ~~2016,~~holders ~~Johnson~~of ~~Controls International plc (“Johnson Controls”),~~ the ~~indirect~~existing ~~parent~~notes ~~company~~that ofare ~~Johnson~~resident ~~Controls~~in, ~~Inc.~~ ~~(the~~located ~~“Company”)~~in, ~~completed~~established ~~the~~in, ~~separation~~incorporated ~~and~~in, ~~distribution~~acting ~~of Johnson Controls’ automotive seating and interiors business (the “Adient Business”)~~ from ~~the~~a ~~rest~~branch ofor ~~Johnson~~place ~~Controls (the “separation”), by means~~ of abusiness ~~dividend~~ in, ~~specie~~or ofhave their ~~the~~central ~~Adient~~management ~~Business,~~and ~~which~~control ~~the~~or ~~board~~center of ~~directors~~main ofinterests ~~Johnson Controls previously declared on September 8~~in, ~~2016. The~~any ~~dividend~~Member inState ~~specie was effected through the transfer~~ of the ~~Adient~~European ~~Business~~Economic ~~from~~Area ~~Johnson~~that ~~Controls~~has toimplemented ~~Adient~~Directive ~~plc~~2003/71/EC, ~~(“Adient”)~~as ~~and~~amended (the ~~issuance~~"Prospectus ofDirective") will ~~ordinary~~be addressed ~~shares~~only ~~of Adient~~ to holders ofthat ~~Johnson~~are ~~Controls’~~qualified ~~ordinary~~investors, ~~shares~~as ondefined ain ~~pro rata basis (~~the ~~“distribution”)~~Prospectus Directive. In ~~connection~~Any ~~with~~such ~~the~~holder ~~separation~~that ~~and~~is ~~distribution,~~not ~~the~~a ~~Company~~qualified ~~transferred~~investor ~~the~~will ~~Adient~~not ~~Business~~be able to ~~another~~participate ~~wholly~~in ~~owned~~the ~~subsidiary~~exchange ~~of Johnson Controls for assets of equivalent value~~offers.

In Forward-Looking the distribution, each Johnson Controls shareholder received one ordinary share of Adient for every ten ordinary shares of Johnson Controls held at the close of business on October 19, 2016, the record date for the distribution, and cash in lieu of fractional shares (if any) of Adient. Adient issued a total of approximately 93.7 million ordinary shares in the distribution. As a result of the distribution, Adient is now an independent public company and its ordinary shares are listed on the New York Stock Exchange under the symbol “ADNT.”Statements

~~Item~~ This 9document may contain statements that are forward-looking and, therefore, subject to risks and uncertainties.~~01.~~ ~~Financial~~All statements in this document other than statements of historical fact are statements that are, or could be, deemed "forward-looking statements." Statements that are not historical facts, including statements about the Company's beliefs or expectations, are forward-looking statements. Forward-looking statements are based on current expectations of future events. The forward-looking statements are, and ~~Exhibits~~will be, based on the Company's management's current views and assumptions regarding future events and operating performance and speak only as of their dates. The Company cautions that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond the Company's control, that could cause the Company's actual results to differ materially from those expressed or implied by such forward-looking statements. More detailed information about factors that may affect our performance may be found in our Annual Report on Form 10-K under the heading "Risk Factors." Forward-looking statements are only made as of the date of the document in which they are included, unless otherwise specified, and 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, except as required by applicable law or regulations.

~~The~~ ~~unaudited pro forma consolidated financial information of Johnson Controls as of June~~Item ~~30,~~3.03. Material ~~2016~~Modification ~~and~~to ~~for~~Rights ~~the nine months ended June 30, 2016 and for each~~ of ~~the~~Security years ended September 30, 2015, 2014 and 2013, which reflect adjustments to the Company historical financial results related to the separation and distribution, and the related notes thereto, have been derived from the Company’s historical consolidated financial statements and are attached hereto as Exhibit 99Holders.1.

~~(d)~~ The ~~Exhibits~~information contained under Item 1.01 above is incorporated by reference into this Item 3.03.

Exhibit No.		Exhibit Description
99.1		Unaudited pro forma consolidated financial information of Johnson Controls International plc

Item 9.01. Financial Statements and Exhibits.

(d): Exhibits.

Exhibit No.			Exhibit Description

	4.1		Supplemental Indenture No. 1, dated December 9, 2016, between Johnson Controls, Inc. and U.S. Bank National Association, as trustee.
	4.2		Supplemental Indenture No. 1, dated December 9, 2016, between Johnson Controls, Inc. and U.S. Bank National Association, as trustee.
	4.3		Supplemental Indenture No. 3, dated December 9, 2016, between Johnson Controls, Inc. and U.S. Bank National Association, as trustee.

~~SIGNATURE~~3

~~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.~~SIGNATURE

	JOHNSON CONTROLS, INC.
Date: October 31, 2016	By:	/s/ Brian J. Stief
	Name:	Brian J. Stief
	Title:	Executive Vice President and Chief Financial Officer

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.

~~EXHIBIT INDEX~~4

Exhibit Number		Description
99.1		Unaudited pro forma consolidated financial information of Johnson Controls International plc

EXHIBIT INDEX

Exhibit No.			Exhibit Description

	4.1		Supplemental Indenture No. 1, dated December 9, 2016, between Johnson Controls, Inc. and U.S. Bank National Association, as trustee.
	4.2		Supplemental Indenture No. 1, dated December 9, 2016, between Johnson Controls, Inc. and U.S. Bank National Association, as trustee.
	4.3		Supplemental Indenture No. 3, dated December 9, 2016, between Johnson Controls, Inc. and U.S. Bank National Association, as trustee.

JOHNSON CONTROLS, INC.

Date: December 12, 2016

/s/ BRIAN J. STIEF

Brian J. Stief

Executive Vice President and Chief Financial Officer

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