Item 7.01. Regulation FD Disclosure.
On January 7, 2021, Tyco Fire Products LP ("Tyco") and Chemguard Inc.
("Chemguard"), each wholly-owned, indirect subsidiaries of Johnson Controls
International plc (the "Company"), agreed to settle a previously disclosed class
action lawsuit (Joan & Richard Campbell v. Tyco Fire Products LP and Chemguard
Inc., et al) filed in 2018 regarding PFAS associated with Tyco's Fire Technology
Center ("FTC") property in Marinette, Wisconsin.
The settlement provides that Tyco will pay up to $17.5 million to compensate
Town of Peshtigo residents who live in the area affected by PFAS from the FTC.
The $17.5 million settlement includes compensation for qualified property owners
for the claimed loss of value to their real property caused by the presence of
PFAS as well as compensation to individuals for claims related to PFAS exposure
or personal injury. The Company does not expect the settlement to have an impact
on its fiscal year 2021 earnings or cash flows.
The settlement does not affect or change Tyco's ongoing efforts to remediate
PFAS associated with the FTC, including Tyco's commitment to fund a permanent
drinking water solution in the Town of Peshtigo and to build systems to
permanently clean up ground/surface water and soil.
The settlement of this lawsuit represents resolution of a class action involving
the only location in the country where Tyco and Chemguard blend and test
firefighting foam, in contrast to the other cases in which Tyco and Chemguard
are parties involving the use of fire-fighting foam products on military bases,
airfields, and other locations where firefighting foam and PFAS-containing
products made by many different manufacturers may have been used. In the large
majority of these other cases, Tyco and Chemguard believe that they have a
government contractor defense available to them which, if successful, would
result in immunity from the claims related to such sites. For more information
regarding the remaining litigation, please see note 22 to the Company's
consolidated financial statements contained in its Annual Report on Form 10-K
for the year ended September 30, 2020.
The settlement does not constitute an admission of wrongdoing by Tyco or
Chemguard, and Tyco and Chemguard continue to believe that PFAS chemicals at the
levels found in the community do not cause injuries to persons or property. The
settlement is subject to approval by the federal court presiding over the
lawsuit and other contingencies, and that process will take several months.
Johnson Controls International plc Cautionary Statement Regarding
Forward-Looking Statements
Johnson Controls International plc 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. In this communication, statements
regarding Johnson Controls' and its subsidiaries outlook on the settlement and
other outstanding litigation are forward-looking statements. 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. Johnson
Controls cautions that these statements are subject to numerous important risks,
uncertainties, assumptions and other factors, some of which are beyond Johnson
Controls' control, that could cause Johnson Controls' actual results to differ
materially from those expressed or implied by such forward-looking statements,
including, among others, risks related to: Johnson Controls' ability to manage
general economic, business, capital market and geopolitical conditions, changes
or uncertainty in laws, regulations, rates, policies or interpretations that
impact Johnson Controls' business operations; the outcome of litigation and
governmental proceedings; and significant transaction costs and/or unknown
liabilities associated with recent portfolio transactions. A detailed discussion
of risks related to Johnson Controls' business is included in the section
entitled "Risk Factors" in Johnson Controls' Annual Report on Form 10-K for the
2020 fiscal year filed with the SEC on November 16, 2020, which is available at
www.sec.gov and www.johnsoncontrols.com under the "Investors" tab. 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, Johnson Controls assumes no obligation, and disclaims
any obligation, to update such statements to reflect events or circumstances
occurring after the date of this communication.
The information contained in this Item 7.01 shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or incorporated by reference in any filing under the Exchange
Act or the Securities Act of 1933, as amended, except as shall be expressly set
forth by specific reference in such filing.
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