8-KAcquisitions & DispositionsExhibits & Filings

Johnson Controls International plc 8-K Report, Acquisition Completed (Oct 4, 2012)

Filed October 4, 2012For Securities:JCI

Summary

This 8-K filing from Tyco International Ltd. (now Johnson Controls International plc after a merger, but operating as Tyco at the time of this filing) on October 4, 2012, details the completion of significant asset dispositions. Specifically, Tyco reported the completion of distributions of its common stock in The ADT Corporation ("ADT") and its common shares in Pentair Ltd. ("New Pentair") on September 28, 2012. As a result of these distributions, Tyco no longer beneficially owns any shares of ADT or New Pentair and will not consolidate their financial results going forward. The filing includes pro forma financial information to reflect these changes, providing investors with a clearer picture of Tyco's standalone financial performance post-separation.

Key Highlights

  • 1Tyco International Ltd. completed the distribution of shares of ADT Corporation and Pentair Ltd. on September 28, 2012.
  • 2Following the distributions, Tyco no longer holds any beneficial ownership in ADT or New Pentair.
  • 3Tyco will cease consolidating the financial results of ADT and New Pentair in its own financial reporting.
  • 4The 8-K includes unaudited pro forma condensed consolidated financial statements to reflect the impact of these distributions.
  • 5Pro forma financial information is provided for fiscal years ending September 30, 2011, September 24, 2010, September 25, 2009, and the nine-month periods ended June 29, 2012, and June 24, 2011.
  • 6The filing contains forward-looking statements regarding expected benefits of the distributions and potential risks and uncertainties that could affect actual results.
  • 7Key risks include the ability to realize intended benefits of the distributions, adverse economic or industry conditions, and market volatility.

Frequently Asked Questions

The primary event reported is the completion of Tyco International Ltd.'s distributions of its common stock in The ADT Corporation and Pentair Ltd. on September 28, 2012. This means Tyco separated these businesses.

Following these distributions, Tyco no longer owns shares in ADT or New Pentair and will no longer include their financial results in its own consolidated financial statements. The filing provides pro forma financial information to show Tyco's financial position as a standalone entity after these separations.

Pro forma financial information helps investors understand the financial performance of the company as it is expected to be after a significant event, such as a spin-off or distribution. In this case, it allows investors to see Tyco's financial results without the businesses that were distributed, providing a clearer view of its ongoing operations and strategic direction.

The filing highlights risks such as the company's ability to achieve the intended benefits of the distributions, potential disruptions to operations and relationships, adverse changes in economic or industry conditions, and volatility in capital markets. Investors should review these risk factors to assess potential impacts on Tyco's future performance.