Exhibit 10.2 
 
TAX MATTERS AGREEMENT 
DATED AS OF SEPTEMBER 8, 2016 
 
BY AND BETWEEN 
 
JOHNSON CONTROLS INTERNATIONAL PLC 
AND 
 
ADIENT LIMITED
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TABLE OF CONTENTS 
Page 
Section 1.  Definition of Terms ................................................................................................2 
 Section 2.  Allocation of Tax Liabilities ................................................................................13 
 Section 2.01  General Rule ..............................................................................................13 
 Section 2.02  Allocation of Taxes ....................................................................................13 
 Section 2.03  Certain Transaction and Other Taxes ........................................................15 
 Section 3.  Preparation and Filing of Tax Returns ..............................................................17 
 Section 3.01  Johnson Controls Returns ..........................................................................17 
 Section 3.02  Adient Returns ...........................................................................................17 
 Section 3.03  Tax Reporting Practices .............................................................................17 
 Section 3.04  Consolidated or Combined Tax Returns ....................................................18 
 Section 3.05  Right to Review Tax Returns .....................................................................19 
 Section 3.06  Adient Carryback Items and Claims for Refund ........................................20 
 Section 3.07  Apportionment of Earnings and Profits and Tax Attributes ......................20 
 Section 4.  Payments ...............................................................................................................21 
 Section 4.01  Payment of Taxes .......................................................................................21 
 Section 4.02  Adjustments Resulting in Underpayments .................................................22 
 Section 4.03  Indemnification Payments .........................................................................22 
 Section 4.04  Payors; Payees; Treatment .........................................................................22 
 Section 5.  Tax Benefits ..........................................................................................................22 
 Section 5.01  Tax Benefits ...............................................................................................22 
 Section 5.02  Johnson Controls and Adient Income Tax Deductions in Respect 
of Certain Equity Awards and Incentive Compensation ............................25 
 Section 6.  Transaction Status ...............................................................................................25 
 Section 6.01  Restrictions on Adient ................................................................................25
 ii 
Section 6.02  Restrictions on Johnson Controls...............................................................28 
 Section 6.03  Procedures Regarding Opinions and Rulings ............................................28 
 Section 6.04  Liability for Separation Tax Losses ...........................................................29 
 Section 6.05  Certain Elections ........................................................................................31 
 Section 7.  Assistance and Cooperation ................................................................................31 
 Section 7.01  Assistance and Cooperation .......................................................................31 
 Section 7.02  Tax Return Information .............................................................................32 
 Section 7.03  Reliance by Johnson Controls ....................................................................32 
 Section 7.04  Reliance by Adient .....................................................................................33 
 Section 8.  Tax Records ..........................................................................................................33 
 Section 8.01  Retention of Tax Records ..........................................................................33 
 Section 8.02  Access to Tax Records ...............................................................................34 
 Section 8.03  Preservation of Privilege ............................................................................34 
 Section 9.  Tax Contests .........................................................................................................34 
 Section 9.01  Notice .........................................................................................................34 
 Section 9.02  Control of Tax Contests .............................................................................34 
 Section 10.  Effective Date; Termination of Prior Intercompany Tax Allocation 
Agreements ...........................................................................................................38 
 Section 11.  Survival of Obligations ........................................................................................38 
 Section 12.  Treatment of Payments; Tax Gross-Up .............................................................38 
 Section 12.01  Treatment of Tax Indemnity and Tax Benefit Payments ...........................38 
 Section 12.02  Tax Gross-Up .............................................................................................39 
 Section 12.03  Interest........................................................................................................39 
 Section 13.  Disagreements ......................................................................................................39 
 Section 13.01  Dispute Resolution .....................................................................................39 
 Section 13.02  Injunctive Relief .........................................................................................40
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Section 14.  Late Payments ......................................................................................................40 
 Section 15.  Expenses ................................................................................................................40 
 Section 16.  General Provisions ...............................................................................................40 
 Section 16.01  Addresses and Notices ...............................................................................40 
 Section 16.02  Assignability ..............................................................................................41 
 Section 16.03  Waiver ........................................................................................................41 
 Section 16.04  Severability ................................................................................................41 
 Section 16.05  Authority ....................................................................................................41 
 Section 16.06  Further Action ............................................................................................41 
 Section 16.07  Integration ..................................................................................................42 
 Section 16.08  Construction ...............................................................................................42 
 Section 16.09  No Double Recovery ..................................................................................42 
 Section 16.10  Currency .....................................................................................................42 
 Section 16.11  Counterparts ...............................................................................................42 
 Section 16.12  Governing Law ..........................................................................................42 
 Section 16.13  Jurisdiction .................................................................................................43 
 Section 16.14  Amendment ................................................................................................43 
 Section 16.15  Adient Subsidiaries ....................................................................................43 
 Section 16.16  Successors ..................................................................................................43 
 Section 16.17  Injunctions..................................................................................................43
 TAX MATTERS AGREEMENT 
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of 
September 8, 2016, by and between Johnson Controls International plc, an Irish public limited 
company (“Johnson Controls”), and Adient Limited, a company organized under the laws of Ire-
 land (“Adient”) (collectively, the “Companies” and each, a “Company”). 
RECITALS 
WHEREAS, Johnson Controls and Adient have entered into a Separation and Dis-
 tribution Agreement, dated as of September 8, 2016 (the “Separation and Distribution Agree-
 ment”), providing for the separation of the Johnson Controls Group from the Adient Group; 
WHEREAS, pursuant to the terms of the Separation and Distribution Agreement 
and the Separation Step Plan, Old Johnson Controls has and will, among other things, (i) con-
 tribute, sell or otherwise transfer (or cause to be contributed, sold or otherwise transferred) the 
Adient Assets to Jersey SpinCo and its Subsidiaries, (ii) cause Jersey SpinCo and its Subsidiaries 
to assume the Adient Liabilities, and (iii) sell or otherwise transfer all of the outstanding Jersey 
SpinCo Shares to a wholly owned (directly or indirectly) Affiliate of Johnson Controls (“TSub”) 
in exchange for a note or otherwise (the “Old Johnson Controls Jersey SpinCo Sale”); 
WHEREAS, following the Old Johnson Controls Jersey SpinCo Sale, TSub will 
sell or otherwise transfer all of the outstanding Jersey SpinCo Shares to Johnson Controls in ex-
 change for a note, in partial repayment of a loan or otherwise (the “TSub Jersey SpinCo Sale”); 
WHEREAS, following the TSub Jersey SpinCo Sale, pursuant to the terms of the 
Separation and Distribution Agreement, Johnson Controls will (and will cause Adient to) effect 
the Distribution; 
WHEREAS, Johnson Controls and its Subsidiaries have engaged in certain re-
 structuring transactions to facilitate the Distribution, including the Old Johnson Controls Internal 
Contributions, the Old Johnson Controls Internal Distributions, the Old Johnson Controls Jersey 
SpinCo Sale, the TSub Jersey SpinCo Sale and the other transactions set forth in the Separation 
Step Plan; 
WHEREAS, for U.S. Federal Income Tax purposes, it is intended that each of the 
Old Johnson Controls Internal Distributions shall qualify as a transaction that is generally tax-
 free pursuant to Sections 355(a) and 368(a)(1)(D) of the Code or Section 355(a) of the Code, as 
applicable; and 
WHEREAS, the parties desire to provide for and agree upon the allocation be-
 tween the parties of liabilities for Taxes arising prior to, as a result of, and subsequent to the Dis-
 tribution, and to provide for and agree upon other matters relating to Taxes. 
NOW, THEREFORE, in consideration of the mutual agreements contained here-
 in, the parties hereby agree as follows:
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Section 1. Definition of Terms.  For purposes of this Agreement (including 
the recitals hereof), the following terms have the following meanings, and capitalized terms used 
but not otherwise defined herein shall have the meaning ascribed to them in the Separation and 
Distribution Agreement: 
“Active Trade or Business” means, with respect to any Old Johnson Controls In-
 ternal Distributing and any Old Johnson Controls Internal Controlled, the active conduct (as de-
 fined in Section 355(b)(2) of the Code and the regulations thereunder) by such entity and its 
“separate affiliated group” (as defined in Section 355(b)(3)(B) of the Code) of the trade or busi-
 ness relied upon to satisfy Section 355(b) of the Code with respect to the relevant Old Johnson 
Controls Internal Distribution immediately prior to such Old Johnson Controls Internal Distribu-
 tion. 
“Actually Realized” or “Actually Realizes” means, for purposes of determining 
the timing of the incurrence of any Tax Liability or the realization of a Refund (or any related 
Tax cost or Tax Benefit), whether by receipt or as a credit or other offset to Taxes otherwise 
payable, by a Person in respect of any payment, transaction, occurrence or event, the time at 
which the amount of Taxes paid (or Refund realized) by such Person is increased above (or re-
 duced below) the amount of Taxes that such Person would have been required to pay (or Refund 
that such Person would have realized) but for such payment, transaction, occurrence or event. 
“Adient” has the meaning set forth in the Preamble, and references herein to 
Adient shall include any entity treated as a successor to Adient. 
“Adient Business” has the meaning set forth in the Separation and Distribution 
Agreement. 
“Adient Capital Stock” means all classes or series of capital stock of Adient, in-
 cluding (i) the Adient Shares, (ii) all options, warrants and other rights to acquire such capital 
stock, and (iii) all instruments properly treated as stock in Adient for Federal Income Tax pur-
 poses. 
“Adient Carryback Item” means any net operating loss, net capital loss, excess tax 
credit or other similar Tax item of any member of the Adient Group which may or must be car-
 ried from any Post-Distribution Period to any Pre-Distribution Period under the Code or other 
applicable Tax Law. 
“Adient Group” means Adient and its Affiliates, as determined immediately after 
the Distribution. 
“Adient Group Employees” has the meaning set forth in the Employee Matters 
Agreement. 
“Adient Group Relief” means, without duplication, (i) any Relief of any member 
of the Adient Group as of immediately after the Distribution and (ii) any Relief generated by, or 
attributable or arising to, any member of the Adient Group in a Post-Distribution Period. 
“Adient Return” has the meaning set forth in Section 3.02.
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“Adient Separate Return” means any Separate Return of Adient or any member of 
the Adient Group. 
“Adient Shares” has the meaning set forth in the Separation and Distribution 
Agreement. 
“Adjusted Company” has the meaning set forth in Section 9.02(c). 
“Adjustment Request” means any formal or informal claim or request filed with 
any Tax Authority, or with any administrative agency or court, for the adjustment, Refund, or 
credit of Taxes, including (a) any amended Tax Return claiming adjustment to the Taxes as re-
 ported on the Tax Return or, if applicable, as previously adjusted, (b) any claim for equitable re-
 coupment or other offset, and (c) any claim for Refund of Taxes previously paid. 
“Affiliate” has the meaning set forth in the Separation and Distribution Agree-
 ment. 
“Agreement” means this Tax Matters Agreement. 
“Business Day” means any day other than a Saturday, a Sunday or a day on which 
banking institutions are generally authorized or required by Law to close in Ireland, the United 
States or the United Kingdom. 
“Check-the-Box Election” has the meaning set forth in Section 6.05(b). 
“Code” means the U.S. Internal Revenue Code of 1986, as amended. 
“Combined Return” means a consolidated, affiliated, combined, unitary, group or 
other similar Tax Return (including a Tax Return with respect to a profit and/or loss sharing 
group (e.g., UK group relief), group payment or similar group or fiscal unity) that actually in-
 cludes, by election or otherwise, one or more members of the Johnson Controls Group together 
with one or more members of the Adient Group (including, for the avoidance of doubt, any such 
Tax Return that is an Old Johnson Controls Federal Consolidated Income Tax Return). 
“Companies” or “Company” has the meaning set forth in the Preamble. 
“Compensatory Equity Interests” has the meaning set forth in Section 5.02. 
“Competent Authority Proceeding” means any proceeding pursuant to the mutual 
assistance or mutual agreement provisions of any tax treaty or any similar proceeding before any 
Competent Authority (or other body similar to a Competent Authority established pursuant to 
any tax treaty). 
“Distribution” means the distribution by Johnson Controls of all of the Jersey 
SpinCo Shares to holders of Johnson Controls common stock, which will be effected by way of a 
distribution in specie by Johnson Controls of the Adient Business to the holders of Johnson Con-
 trols common stock, through (a) the transfer to Adient, which will have been re-registered as a 
public limited company, of Johnson Controls’ entire legal and beneficial interest in the issued
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share capital of Jersey SpinCo, and (b) the issuance of Adient Shares to holders of Johnson Con-
 trols common stock on a pro rata basis. 
“Distribution Date” has the meaning set forth in the Separation and Distribution 
Agreement. 
“Effective Time” has the meaning set forth in the Separation and Distribution 
Agreement. 
“Electronics Business” means the “Business,” as defined in that certain Purchase 
Agreement, dated as of January 12, 2014, by and between Johnson Controls, Inc. and Visteon 
Corporation, and the “Business,” as defined in that certain Asset Purchase Agreement, dated as 
of July 18, 2013, by and between Johnson Controls, Inc. and Gentex Corporation. 
“Electronics Business Tax” means any Tax Liability imposed on any Electronics 
Entity and attributable to the Electronics Business (determined on a “with and without” basis). 
“Electronics Business Tax Attribute” means any Tax Attribute of any Electronics 
Entity attributable to the Electronics Business, as determined by Johnson Controls in good faith.  
“Electronics Entity” means each of Johnson Controls Automotive Electronics do 
Brasil Ltda. (formerly SAGEM Do Brasil), JC International ZAO, and any of their respective 
successors. 
“Employee Matters Agreement” means the Employee Matters Agreement, dated 
as of September 8, 2016, by and between Johnson Controls and Adient. 
“Federal Income Tax” means any Tax imposed by Subtitle A of the Code. 
“Federal Other Tax” means any Tax imposed by the federal government of the 
United States of America other than any Federal Income Taxes. 
“Fifty-Percent or Greater Interest” has the meaning ascribed to such term for pur-
 poses of Sections 355(d) and (e) of the Code and the Treasury Regulations Thereunder. 
“Filing Date” has the meaning set forth in Section 6.04(d). 
“Final Determination” means the final resolution of liability for any Tax, which 
resolution may be for a specific issue or adjustment or for a Tax Period, (a) by IRS Form 870 or 
870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the tax-
 payer, or by a comparable form under the Laws of a State, local or foreign taxing jurisdiction, 
except that a Form 870 or 870-AD or comparable form shall not constitute a Final Determination 
to the extent that it reserves (whether by its terms or by operation of Law) the right of the tax-
 payer to file a claim for Refund or the right of the Tax Authority to assert a further deficiency in 
respect of such issue or adjustment or for such Tax Period (as the case may be); (b) by a deci-
 sion, judgment, decree or other order by a court of competent jurisdiction, which has become fi-
 nal and unappealable; (c) by a closing agreement or accepted offer in compromise under Section 
7121 or 7122 of the Code, or a comparable agreement under the Laws of a State, local or foreign 
taxing jurisdiction; (d) by any allowance of a Refund in respect of an overpayment of Tax, but
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only after the expiration of all periods during which such Refund may be recovered (including by 
way of offset) by the jurisdiction imposing such Tax; (e) by a final settlement resulting from a 
Competent Authority Proceeding or determination; or (f) by any other final disposition, includ-
 ing by reason of the expiration of the applicable statute of limitations or by mutual agreement of 
the parties hereto. 
“Foreign Corporation Status” means the status of Adient as a foreign corporation 
(within the meaning of Sections 7701(a)(3) and 7701(a)(5) of the Code) for U.S. federal tax pur-
 poses as of immediately after the Distribution.  
“Foreign Income Tax” means any Tax imposed by any foreign country or any 
possession of the United States, or by any political subdivision of any foreign country or United 
States possession, which is an income tax as defined in Treasury Regulations Section 1.901-2. 
“Foreign Other Tax” means any Tax imposed by any foreign country or any pos-
 session of the United States, or by any political subdivision of any foreign country or United 
States possession, other than any Foreign Income Taxes. 
“Former Adient Group Employees” has the meaning provided in the Employee 
Matters Agreement. 
“Former Johnson Controls Group Employee” has the meaning provided in the 
Employee Matters Agreement. 
“Group” means the Johnson Controls Group or the Adient Group, or both, as the 
context requires. 
“High-Level Dispute” means any dispute or disagreement (a) relating to liability 
under Section 6.04 or (b) in which the amount of liability in dispute exceeds $10 million. 
“Income Tax” means any Federal Income Tax, State Income Tax or Foreign In-
 come Tax. 
“Indemnitee” has the meaning set forth in Section 12.03. 
“Indemnitor” has the meaning set forth in Section 12.03. 
“IRS” means the United States Internal Revenue Service. 
“Jersey SpinCo” means Adient Global Holdings Ltd, a Jersey public limited com-
 pany and a direct wholly owned Subsidiary of Adient immediately following the Distribution. 
“Jersey SpinCo Shares” means the ordinary shares, par value £1 per share, of Jer-
 sey SpinCo. 
“Johnson Controls” has the meaning set forth in the Preamble. 
“Johnson Controls Business” has the meaning set forth in the Separation and Dis-
 tribution Agreement.
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“Johnson Controls Group” means Johnson Controls and its Affiliates, excluding 
any entity that is a member of the Adient Group. 
“Johnson Controls Group Employees” has the meaning set forth in the Employee 
Matters Agreement. 
“Johnson Controls Group Relief” means, without duplication, (i) any Relief of 
any member of the Johnson Controls Group as of immediately after the Distribution and (ii) any 
Relief generated by, or attributable or arising to, any member of the Johnson Controls Group in a 
Post-Distribution Period. 
“Johnson Controls Return” has the meaning set forth in Section 3.01(a). 
“Johnson Controls Separate Return” means any Separate Return of Johnson Con-
 trols or any member of the Johnson Controls Group. 
“Law” has the meaning set forth in the Separation and Distribution Agreement. 
“Loss” has the meaning set forth in Section 5.01(b). 
“Non-Recoverable Transaction Tax Return” has the meaning set forth in Section 
3.01(a).  
“Non-Recoverable Transaction Taxes” has the meaning set forth in Section 
2.03(a). 
“Notified Action” has the meaning set forth in Section 6.03(a). 
“Old Johnson Controls” means Johnson Controls, Inc., a Wisconsin corporation. 
“Old Johnson Controls Affiliated Group” has the meaning set forth in the defini-
 tion of “Old Johnson Controls Federal Consolidated Income Tax Return.” 
“Old Johnson Controls Federal Consolidated Income Tax Return” means any U.S. 
federal income Tax Return for the affiliated group (as that term is defined in Section 1504 of the 
Code and the regulations thereunder) of which Old Johnson Controls is the common parent (the 
“Old Johnson Controls Affiliated Group”). 
“Old Johnson Controls Internal Contribution” means the contribution of specified 
assets to an Old Johnson Controls Internal Controlled pursuant to the Separation and Distribution 
Agreement and the Separation Step Plan. 
“Old Johnson Controls Internal Controlled” means each of Recaro Automotive 
Mexico S. de R.L. de C.V., Ensamble de Interiors Automotrices S. de R.L. de C.V. and Johnson 
Controls Asia Holdings Co. Limited, and their respective successors. 
“Old Johnson Controls Internal Controlled Capital Stock” means, with respect to 
any Old Johnson Controls Internal Controlled, all classes or series of capital stock of such Old 
Johnson Controls Internal Controlled, including (i) any class of common stock, preferred stock
 - 7 - 
or other capital stock, (ii) all options, warrants and other rights to acquire such capital stock, and 
(iii) all instruments properly treated as stock in such Old Johnson Controls Internal Controlled 
for Federal Income Tax purposes. 
“Old Johnson Controls Internal Distributing” means each of JC Enterprises Mexi-
 co SRL, Johnson Controls Holding Company, Inc. and Johnson Controls Holding China Busi-
 ness Trust, and their respective successors. 
“Old Johnson Controls Internal Distributing Capital Stock” means, with respect to 
any Old Johnson Controls Internal Distributing, all classes or series of capital stock of any Old 
Johnson Controls Internal Distributing, including (i) any class of common stock, preferred stock 
or other capital stock, (ii) all options, warrants and other rights to acquire such capital stock, and 
(iii) all instruments properly treated as stock in such Old Johnson Controls Internal Distributing 
for Federal Income Tax purposes. 
“Old Johnson Controls Internal Distribution” means the distribution or exchange 
pursuant to a full or partial redemption by an Old Johnson Controls Internal Distributing of the 
common stock of the applicable Old Johnson Controls Internal Controlled to or with Johnson 
Controls or another member of the Johnson Controls Group in a transaction intended to qualify 
as generally tax-free pursuant to Sections 355(a) and 368(a)(1)(D) of the Code or Section 355(a) 
of the Code, as applicable. 
“Old Johnson Controls Jersey SpinCo Sale” has the meaning set forth in the Re-
 citals. 
“Other Tax” means any Federal Other Tax, State Other Tax or Foreign Other Tax. 
“Past Practices” has the meaning set forth in Section 3.03(a). 
“Payment Date” means (i) with respect to any Old Johnson Controls Federal Con-
 solidated Income Tax Return, the due date for any required installment of estimated taxes deter-
 mined under Section 6655 of the Code, the due date (determined without regard to extensions) 
for filing the return determined under Section 6072 of the Code, and the date the return is filed, 
and (ii) with respect to any other Tax Return, the corresponding or similar dates determined un-
 der the applicable Tax Law. 
“Person” means any individual, partnership, corporation, limited liability compa-
 ny, association, joint stock company, trust, joint venture, unincorporated organization or a gov-
 ernmental entity or any department, agency or political subdivision thereof, without regard to 
whether any entity is treated as disregarded for Federal Income Tax purposes. 
“Permitted Adient Carryback” has the meaning set forth in Section 5.01(d). 
“Post-Distribution Period” means any Tax Period beginning after the Distribution 
Date, and, in the case of any Straddle Period, the portion of such Straddle Period beginning the 
day after the Distribution Date.
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“Pre-Distribution Period” means any Tax Period ending on or before the Distribu-
 tion Date, and, in the case of any Straddle Period, the portion of such Straddle Period ending on 
the Distribution Date. 
“Prime Rate” has the meaning set forth in the Separation and Distribution Agree-
 ment. 
“Privilege” means any privilege that may be asserted under applicable Law, in-
 cluding any privilege arising under or relating to the attorney-client relationship (including the 
attorney-client and work product privileges), the accountant-client privilege and any privilege 
relating to internal evaluation processes. 
“Privileged Tax Documentation” has the meaning set forth in Section 8.03. 
“Proposed Acquisition Transaction” means a transaction or series of transactions 
(or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the 
Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated thereun-
 der, to enter into a transaction or series of transactions), whether such transaction is supported by 
Adient management or shareholders, is a hostile acquisition, or otherwise, as a result of which 
Adient would merge or consolidate with any other Person or as a result of which any Person or 
Persons would (directly or indirectly) acquire, or have the right to acquire, from Adient and/or 
one or more holders of Adient Capital Stock, a number of shares of Adient Capital Stock that 
would, when combined with any other changes in ownership of Adient Capital Stock pertinent 
for purposes of Section 355(e) of the Code, comprise 40% or more of (A) the value of all out-
 standing shares of stock of Adient as of the date of such transaction, or in the case of a series of 
transactions, the date of the last transaction of such series, or (B) the total combined voting pow-
 er of all outstanding shares of voting stock of Adient as of the date of such transaction, or in the 
case of a series of transactions, the date of the last transaction of such series.  Notwithstanding 
the foregoing, a Proposed Acquisition Transaction shall not include (A) the adoption by Adient 
of a shareholder rights plan or (B) issuances by Adient that satisfy Safe Harbor VIII (relating to 
acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating 
to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d).  
For purposes of determining whether a transaction constitutes an indirect acquisition, any recapi-
 talization resulting in a shift of voting power or any redemption of shares of stock shall be treat-
 ed as an indirect acquisition of shares of stock by the non-exchanging shareholders.  This defini-
 tion and the application thereof are intended to monitor compliance with Section 355(e) of the 
Code and shall be interpreted accordingly.  Any clarification of, or change in, the statute or regu-
 lations promulgated under Section 355(e) of the Code shall be incorporated into this definition 
and its interpretation. 
“Recipient” means, with respect to the transfers occurring pursuant to any of the 
Separation Transactions, the Person receiving assets and/or liabilities. 
“Refund” means any refund of Taxes, including any refund or reduction in Tax 
Liabilities by means of a credit or offset. 
“Relief” means any relief, loss allowance, exemption, set-off, Refund, deduction, 
credit or Tax Attribute utilized in computing, or against, taxable income or Tax Liability.
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“Responsible Company” means, with respect to any Tax Return, the Company 
having responsibility for preparing such Tax Return under this Agreement. 
“Restriction Period” means the period beginning on the date hereof and ending on 
(and including) the two-year anniversary of the Distribution Date. 
“Retention Date” has the meaning set forth in Section 8.01. 
“Section 336(e) Election” has the meaning set forth in Section 6.05(a). 
“Separate Return” means (a) in the case of any Tax Return of any member of the 
Adient Group (including any consolidated, affiliated, combined, unitary, group or other similar 
Tax Return (including a Tax Return with respect to a profit and/or loss sharing group (e.g., UK 
group relief), group payment or similar group or fiscal unity)), any such Tax Return that does not 
include any member of the Johnson Controls Group and (b) in the case of any Tax Return of any 
member of the Johnson Controls Group (including any consolidated, affiliated, combined, uni-
 tary, group or other similar Tax Return (including a Tax Return with respect to a profit and/or 
loss sharing group (e.g., UK group relief), group payment or similar group or fiscal unity)), any 
such Tax Return that does not include any member of the Adient Group. 
“Separation” means the separation of the Adient Business from the Johnson Con-
 trols Business. 
“Separation and Distribution Agreement” has the meaning set forth in the Recit-
 als. 
“Separation Related Tax Contest” means any Tax Contest in which the IRS, an-
 other Tax Authority or any other party asserts a position that could reasonably be expected to 
adversely affect, jeopardize or prevent (a) the Tax-Free Status of any of the Old Johnson Con-
 trols Internal Distributions (and, where applicable, the related Old Johnson Controls Internal 
Contribution), (b) a relevant entity, instrument or Separation Transaction (other than a Separation 
Transaction described in clause (a)) to have the tax-free or other tax treatment described in the 
Tax Treatment Schedule or Separation Step Plan, or (c) the Unrestricted Inversion Status of the 
Tyco Merger. 
“Separation Step Plan” means the global plan of reorganization setting forth the 
specific transactions undertaken in anticipation and furtherance of the Separation, attached as 
Schedule 2.1(a) to the Separation and Distribution Agreement. 
“Separation Tax Losses” means (i) all Taxes imposed pursuant to (or any reduc-
 tion in a Refund resulting from) any settlement, Final Determination, judgment or otherwise; (ii) 
all third-party accounting, legal and other professional fees and court costs incurred in connec-
 tion with such Taxes (or reduction in a Refund), as well as any other out-of-pocket costs incurred 
in connection with such Taxes; and (iii) all third-party costs, expenses and damages associated 
with any stockholder litigation or other controversy and any amount required to be paid by John-
 son Controls (or any Johnson Controls Affiliate) or Adient (or any Adient Affiliate) in respect of 
any liability of or to shareholders, whether paid to shareholders or to the IRS or any other Tax 
Authority, in each case, resulting from (x) the failure of any of the Old Johnson Controls Internal
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Contributions or Old Johnson Controls Internal Distributions to have Tax-Free Status (including, 
for the avoidance of doubt, any Taxes imposed on income or gain recognized pursuant to any 
“gain recognition agreement” within the meaning of Treasury Regulations Section 1.367(a)-8 
previously entered into in connection with any other transaction that results from or is attributa-
 ble to the failure of any of the Old Johnson Controls Internal Contributions or Old Johnson Con-
 trols Internal Distributions to have Tax-Free Status), (y) the failure of a relevant entity, instru-
 ment or Separation Transaction (other than a Separation Transaction described in clause (x)) to 
have the tax-free or other tax treatment described in the Tax Treatment Schedule or the Separa-
 tion Step Plan, or (z) the failure of the Tyco Merger to have Unrestricted Inversion Status; pro-
 vided that amounts shall be treated as having been required to be paid for purposes of clause (iii) 
of this definition to the extent they are paid in a good-faith compromise or settlement of an as-
 serted claim.  For the avoidance of doubt, except as expressly provided to the contrary in this 
Agreement, the amount of Taxes that are Separation Tax Losses for which Johnson Controls and 
Adient, as applicable, are liable pursuant to this Agreement shall be calculated without taking 
into account the utilization of any Adient Group Relief or Johnson Controls Group Relief, re-
 spectively. 
“Separation Transactions” means the Distribution and the other transactions con-
 templated by the Separation and Distribution Agreement and the Separation Step Plan in further-
 ance of the Separation (including the Old Johnson Controls Internal Contributions, the Old John-
 son Controls Internal Distributions, the Old Johnson Controls Jersey SpinCo Sale and the TSub 
Jersey SpinCo Sale).  
“Specified PRC Taxes” means any income Taxes (a) imposed on Adient Asia 
Holdings Co., Limited (“Adient Asia Holdings”) by the People’s Republic of China (the “PRC”) 
on the direct transfer of interests in Baoding Fengfan Rising Battery Separator Co., Ltd. or the 
direct transfer of interests in JC (China) Investment Co., Ltd. pursuant to the Separation Transac-
 tions, or (b) imposed by the PRC, pursuant to Guoshuihan [2009] Circular No. 698 or Public No-
 tice [2015] Circular No. 7, on the indirect transfer of interests in PRC-resident entities as a result 
of the direct or indirect transfer of interests in Adient Asia Holdings or Johnson Controls Interior 
Hong Kong Limited pursuant to the Separation Transactions. 
“State Income Tax” means any Tax imposed by any State of the United States or 
by any political subdivision of any such State or the District of Columbia that is imposed on or 
measured by net income, including state and local franchise or similar Taxes measured by net 
income. 
“State Other Tax” means any Tax imposed by any State of the United States or by 
any political subdivision of any such State or the District of Columbia, other than any State In-
 come Taxes. 
“Straddle Combined Return” means any Combined Return for a Straddle Period 
that is, under applicable Law, required to include a member of the Adient Group in the portion of 
such Straddle Period that is a Post-Distribution Period.   
“Straddle Period” means any Tax Period that begins on or before and ends after 
the Distribution Date.
 - 11 - 
“Tax” or “Taxes” means any taxes, fees, assessments, duties or other similar 
charges imposed by any Tax Authority, including, without limitation, income, gross income, 
gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers’ 
compensation, unemployment, disability, property, ad valorem, stamp, excise, severance, occu-
 pation, service, sales, use, license, lease, transfer, import, export, value-added, alternative mini-
 mum, estimated or other tax (including any fee, assessment, duty, or other charge in the nature of 
or in lieu of any tax), and any interest, penalties, additions to tax or additional amounts in respect 
of the foregoing.  For the avoidance of doubt, Tax includes any increase in Tax as a result of a 
Final Determination. 
“Tax Advisor” means tax counsel or accountant of recognized national standing. 
“Tax Advisor Dispute” has the meaning set forth in Section 13.01. 
“Tax Attribute” or “Attribute” means a net operating loss, net capital loss, unused 
investment credit, unused foreign tax credit, excess charitable contribution, general business 
credit or any other Tax Item that could reduce a Tax or create a Tax Benefit. 
“Tax Authority” means, with respect to any Tax, the governmental entity or polit-
 ical subdivision thereof that imposes such Tax, and the agency (if any) charged with the collec-
 tion of such Tax for such entity or subdivision or otherwise having jurisdiction with respect to 
such Tax. 
“Tax Benefit” means any loss, deduction, refund, credit, offset or other Tax item 
reducing Taxes paid or payable.  For purposes of this Agreement, the amount of any Tax Benefit 
Actually Realized by a Person as a result of any such Tax item shall be determined on a “with 
and without basis” as the excess of (a) the hypothetical liability of such Person for the relevant 
Tax for the relevant Tax Period, calculated as if such Tax item had not been utilized but with all 
other facts unchanged, over (b) the actual liability of such Person for such Tax for such Tax Pe-
 riod, calculated taking into account such Tax item (and, for this purpose, treating a Refund as a 
reduction in liability for Tax).  
“Tax Contest” means an audit, review, examination or any other administrative or 
judicial proceeding with the purpose or effect of redetermining Taxes (including any administra-
 tive or judicial review of any claim for any Refund). 
“Tax-Free Status” means, with respect to each Old Johnson Controls Internal Dis-
 tribution (where relevant, taken together with the related Old Johnson Controls Internal Contri-
 bution), the qualification thereof (a) as a transaction described in Sections 355(a) and 
368(a)(1)(D) of the Code or Section 355(a) of the Code, as applicable, (b) as a transaction in 
which the stock distributed thereby is “qualified property” for purposes of Sections 355(c)(2) and 
361(c)(2) of the Code, and (c) as a transaction in which Johnson Controls, Adient and the mem-
 bers of their respective Groups recognize no income or gain for U.S. federal income tax purposes 
pursuant to Sections 355, 361 and 1032 of the Code, other than intercompany items or excess 
loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to 
Section 1502 of the Code.
 - 12 - 
“Tax Item” means, with respect to any Income Tax, any item of income, gain, 
loss, deduction, or credit. 
“Tax Law” means the Law of any governmental entity or political subdivision 
thereof relating to any Tax. 
“Tax Liability” means any liability or obligation for Taxes. 
“Tax Period” means, with respect to any Tax, the period for which the Tax is re-
 ported as provided under the Code or other applicable Tax Law. 
“Tax Records” means any Tax Returns, Tax Return workpapers, documentation 
relating to any Tax Contest, and any other books of account or records (whether or not in written, 
electronic or other tangible or intangible forms and whether or not stored on electronic or any 
other medium) maintained or required to be maintained under the Code or other applicable Tax 
Laws or under any record retention agreement with any Tax Authority. 
“Tax Return” or “Return” means any report of Taxes due, any claim for Refund 
of Taxes paid, any information return with respect to Taxes, or any other similar report, state-
 ment, declaration, or document filed or required to be filed under the Code or other Tax Law, 
including any attachments, exhibits or other materials submitted with any of the foregoing, and 
including any amendments or supplements to any of the foregoing. 
“Tax Treatment Schedule” means the schedule setting forth the intended tax 
treatment of certain entities, instruments and Separation Transactions, attached as Schedule 1.7 
to the Separation and Distribution Agreement. 
“TSub” has the meaning set forth in the Recitals. 
“TSub Jersey SpinCo Sale” has the meaning set forth in the Recitals. 
“Transaction Taxes” means any value-added, goods and services, sales, use, con-
 sumption, excise, service, transfer, stamp, documentary, filing, recordation Taxes or similar Tax-
 es, in each case imposed or payable upon any of the Separation Transactions. 
“Transferor” means, with respect to the transfers occurring pursuant to any of the 
Separations Transactions, the Person transferring assets and/or liabilities. 
“Treasury Regulations” means the regulations promulgated from time to time un-
 der the Code as in effect for the relevant Tax Period. 
“Tyco Merger” means the merger of an indirect subsidiary of Tyco International, 
plc with and into Old Johnson Controls effected on September 2, 2016. 
“Unrestricted Inversion Status” means, with respect to the Tyco Merger, the fail-
 ure of the ownership threshold of Section 7874(a)(2)(B)(ii) of the Code to be met. 
“Unqualified Tax Opinion” means an unqualified opinion of a Tax Advisor on 
which Johnson Controls may rely to the effect that a transaction will not adversely affect (i) the
 - 13 - 
Tax-Free Status of any of the Old Johnson Controls Internal Distributions and any of the Old 
Johnson Controls Internal Contributions and (ii) the Unrestricted Inversion Status of the Tyco 
Merger; provided that any tax opinion obtained in connection with a proposed acquisition of 
Adient Capital Stock or any Old Johnson Controls Internal Controlled Capital Stock entered into 
during the Restriction Period shall not qualify as an Unqualified Tax Opinion unless such tax 
opinion concludes that such proposed acquisition will not be treated as “part of a plan (or series 
of related transactions),” within the meaning of Section 355(e) of the Code and the Treasury 
Regulations promulgated thereunder, that includes the Old Johnson Controls Internal Distribu-
 tion involving such Old Johnson Controls Internal Controlled.  Any such opinion must assume 
that (i) each of the Old Johnson Controls Internal Distributions and Old Johnson Controls Inter-
 nal Contributions would have qualified for Tax-Free Status if the transaction in question did not 
occur and (ii) the Tyco Merger would have had Unrestricted Inversion Status if the transaction in 
question did not occur. 
“VAT” shall mean any value added Taxes, goods and services Taxes or the 
equivalent of such Taxes in any relevant jurisdiction. 
“VAT Charges” shall mean any Transaction Taxes that are recoverable VAT, to 
the extent such Taxes were paid, but not yet recovered (whether by way of input VAT, offset, 
Refund or otherwise), by Johnson Controls, Adient or any of their respective Affiliates on or pri-
 or to the Distribution Date. 
Section 2. Allocation of Tax Liabilities. 
Section 2.01 General Rule. 
(a) Johnson Controls Liability.  Johnson Controls shall be liable for, and shall indem-
 nify and hold harmless the Adient Group from and against any liability for, any Taxes for which 
Johnson Controls is responsible, or which are allocated to Johnson Controls, pursuant to this Sec-
 tion 2 or Section 3. 
(b) Adient Liability.  Adient shall be liable for, and shall indemnify and hold harmless 
the Johnson Controls Group from and against any liability for, any Taxes for which Adient is 
responsible, or which are allocated to Adient, pursuant to this Section 2 or Section 3. 
(c) Costs and Expenses.  The amounts for which Johnson Controls or Adient, as ap-
 plicable, is liable pursuant to Sections 2.01(a) and (b), respectively, shall include all accounting, 
legal and other professional fees, and court costs incurred in connection with the relevant Taxes. 
(d) Relief.  For the avoidance of doubt, except as expressly provided to the contrary 
herein, the amount of Taxes for which Johnson Controls or Adient, as applicable, is liable pursu-
 ant to this Section 2, Section 3 or otherwise under this Agreement shall be calculated without 
taking into account the utilization of any Adient Group Relief or Johnson Controls Group Relief, 
respectively. 
Section 2.02 Allocation of Taxes.  Except as otherwise provided in Section 2.03(a), (b) 
or (c), Taxes shall be allocated as follows:
 - 14 - 
(a) Taxes Relating to Combined Returns for Pre-Distribution Periods.   
(i) Johnson Controls shall be responsible for any and all Taxes due with re-
 spect to, attributable to or required to be reported on any Combined Return that are allo-
 cable to Pre-Distribution Periods (including, for the avoidance of doubt, any such Taxes 
imposed or payable as a result of a Final Determination). 
(ii) For the avoidance of doubt, for purposes of this Agreement, any and all 
Taxes due with respect to, attributable to or required to be reported on any Combined Re-
 turn that does not include any member of the Adient Group in any Post-Distribution Peri-
 od shall be allocable to a Pre-Distribution Period.  
(b) Taxes Relating to Combined Returns for Post-Distribution Periods.   
(i) Johnson Controls shall be responsible for any and all Taxes due with re-
 spect to, attributable to or required to be reported on any Combined Return that are allo-
 cable to Post-Distribution Periods (including any increase in such Taxes as a result of a 
Final Determination) to the extent such Taxes are attributable to the Johnson Controls 
Business.  Adient shall be responsible for any and all Taxes due with respect to, attribut-
 able to or required to be reported on any Combined Return that are allocable to Post-
 Distribution Periods (including any increase in such Taxes as a result of a Final Determi-
 nation) to the extent such Taxes are attributable to the Adient Business. 
(ii) For purposes of this Agreement, in the case of any Taxes for any Straddle 
Period, the amount of Taxes allocable to the portion of the Straddle Period ending on the 
Distribution Date shall be deemed to be (i) in the case of Taxes imposed on a periodic ba-
 sis (such as real or personal property Taxes), the amount of such Taxes for the entire pe-
 riod (or, in the case of such Taxes determined on an arrears basis, the amount of such 
Taxes for the immediately preceding period) multiplied by a fraction, the numerator of 
which is the number of calendar days in the Straddle Period ending on and including the 
Distribution Date and the denominator of which is the number of calendar days in the en-
 tire relevant Straddle Period; and (ii) in the case of Taxes not described in clause (i) 
above (such as Income Taxes or Taxes based upon occupancy or imposed in connection 
with any sale or other transfer or assignment of property (real or personal, tangible or in-
 tangible)), the amount of any such Taxes shall be determined as if such taxable period 
ended as of the close of business on the Distribution Date, with exemptions, allowances 
or deductions that are calculated on an annual basis (including depreciation and amortiza-
 tion deductions) to be allocated between the period ending on and including the Distribu-
 tion Date and the period beginning after the Distribution Date in proportion to the number 
of days in each period. 
(c) Taxes Relating to Separate Returns. 
(i) Johnson Controls shall be responsible for any and all Taxes due with re-
 spect to, attributable to or required to be reported on any Johnson Controls Separate Re-
 turn for any Tax Period (including, for the avoidance of doubt, any such Taxes imposed 
or payable as a result of a Final Determination).
 - 15 - 
(ii) Adient shall be responsible for any and all Taxes due with respect to, at-
 tributable to or required to be reported on any Adient Separate Return for any Tax Period 
(including, for the avoidance of doubt, any such Taxes imposed or payable as a result of a 
Final Determination); provided that Johnson Controls shall be responsible for any such 
Taxes that are Electronics Business Taxes (including, for the avoidance of doubt, any 
such Taxes imposed or payable as a result of a Final Determination). 
(d) Penalties and Interest. Any penalties or interest imposed in connection with any 
Taxes described in Section 2.02(a), (b) or (c) shall be the responsibility of the Company that is 
responsible for the underlying Tax, unless such penalties or interest are the result of an action or 
failure to act by the other Company or any of its Affiliates. 
Section 2.03 Certain Transaction and Other Taxes. 
(a) Transaction Taxes. 
(i) All charges in respect of the transfers occurring pursuant to the Separation 
Transactions, and related transaction costs, shall be exclusive of any Transaction Taxes.  
Without limiting any provision of this Agreement, (a) in the case of any Transaction Tax-
 es that are non-recoverable under applicable Law (whether by way of credit, offset, Re-
 fund, input VAT or otherwise, and such Taxes, “Non-Recoverable Transaction Taxes”), 
Johnson Controls shall be responsible for any such Non-Recoverable Transaction Taxes, 
unless any such Non-Recoverable Transaction Taxes become non-recoverable as a result 
of an action or failure to act by Adient or any of its Affiliates, in which case Adient shall 
be responsible for such Transaction Taxes and (b) in the case of any Transaction Taxes 
that are recoverable under applicable Law (whether by way of credit, offset, Refund, in-
 put VAT or otherwise), the Recipient (or, if not the Recipient, such other Person that is 
entitled to a recovery of such Transaction Taxes under applicable Law) shall be responsi-
 ble for any such recoverable Transaction Taxes, unless any such recoverable Transaction 
Taxes become non-recoverable as a result of an action or failure to act by the Transferor 
or any of its Affiliates, in which case the Transferor shall be responsible for such Trans-
 action Taxes.  Notwithstanding anything to the contrary in this Agreement, to the extent a 
Company (or any of its Affiliates) recovers (whether by way of credit, offset, Refund, in-
 put VAT or otherwise) any Transaction Taxes that were paid or otherwise borne by the 
other Company (or any of its Affiliates), the Company that received (or the Affiliate of 
which received) such recovery shall, without duplication of any other amounts payable 
pursuant to this Agreement, promptly pay over to such other Company the amount of 
such recovery; provided, that recovery in respect of VAT Charges (and entitlement there-
 to) shall be governed exclusively by Schedule 2.12(c)(ii) to the Separation and Distribu-
 tion Agreement.  The Transferor shall promptly issue proper and timely invoices usable 
by the Recipient to recover (by way of credit or Refund) any Transaction Taxes in juris-
 dictions where they are recoverable.  The Transferor and the Recipient shall cooperate to 
minimize any Transaction Taxes and in obtaining any Refund, return or rebate of Trans-
 action Taxes, or applying an exemption or zero-rating for goods or services giving rise to 
any Transaction Taxes, including by filing any exemption or other similar forms or 
providing valid tax identification numbers or other relevant registration numbers, certifi-
 cates or other documents.  The Recipient and the Transferor shall cooperate regarding 
any requests for information, audits or similar requests by any Tax Authority concerning
 - 16 - 
Transaction Taxes payable with respect to the transfers occurring pursuant to the Separa-
 tion Transactions.   
(ii) The Recipient shall be entitled to deduct and withhold Tax required by ap-
 plicable Law to be withheld on payments made to the Transferor pursuant to the Separa-
 tion Transactions.  To the extent any amounts are so withheld, the Recipient shall timely 
remit such deducted and withheld amounts to the relevant Tax Authority and promptly 
provide the Transferor with evidence of such payment.  The Transferor agrees to com-
 plete and provide to the Recipient or, if required, to the relevant Tax Authority, at least 
ten (10) days prior to the payment due date, such forms, certifications or other documents 
as may be reasonably requested by the Recipient, in order to reduce or exempt the with-
 holding of any Tax with respect to payments made to the Transferor when and where ap-
 plicable by Law.  The Recipient and the Transferor shall reasonably cooperate (A) to 
minimize and obtain any reduction of or relief from deduction or withholding and (B) co-
 operate regarding any requests for information, audits or similar requests by any Tax Au-
 thority concerning the withholding of any Tax payable with respect to the Separation 
Transactions. 
(iii) Johnson Controls shall be responsible for any Specified PRC Taxes.  
Johnson Controls and Adient shall cooperate to minimize the Specified PRC Taxes and in 
obtaining any Refund, return or rebate of any Specified PRC Taxes.  Johnson Controls 
and Adient shall cooperate regarding any requests for information, audits or similar re-
 quests by any Tax Authority concerning any Specified PRC Taxes. 
(iv) Any penalties or interest imposed in connection with any Transaction 
Taxes described in Section 2.03(a)(i) or Tax described in Section 2.03(a)(ii) or 
2.03(a)(iii) shall be the responsibility of the Company that is responsible for the underly-
 ing Tax, unless such penalties or interest are the result of an action or failure to act by the 
other Company or any of its Affiliates. 
 
(b) Adient Liability.  Adient shall be liable for, and shall indemnify and hold harmless 
the Johnson Controls Group from and against any liability for: 
(i) any Tax resulting from a breach by Adient of any representation or cove-
 nant in this Agreement, the Separation and Distribution Agreement or any Ancillary 
Agreement; and 
(ii) any Separation Tax Losses for which Adient is responsible pursuant 
to Section 6.04. 
(c) Johnson Controls Liability.  Johnson Controls shall be liable for, and shall indem-
 nify and hold harmless the Adient Group from and against any liability for: 
(i) any Tax resulting from a breach by Johnson Controls of any representation 
or covenant in this Agreement, the Separation and Distribution Agreement or any Ancil-
 lary Agreement; and
 - 17 - 
(ii) any Separation Tax Losses for which Johnson Controls is responsible pur-
 suant to Section 6.04. 
Section 3. Preparation and Filing of Tax Returns. 
Section 3.01 Johnson Controls Returns. 
(a) Johnson Controls shall prepare or cause to be prepared (i) all Old Johnson Con-
 trols Federal Consolidated Income Tax Returns, (ii) all other Combined Returns, (iii) all Johnson 
Controls Separate Returns, (iv) all Tax Returns required to be filed with respect to any Non-
 Recoverable Transaction Taxes (“a Non-Recoverable Transaction Tax Return”) and (v) all Tax 
Returns required to be filed with respect to any Specified PRC Taxes, if any (a “Specified PRC 
Tax Return,” and any return described in clause (i), (ii), (iii), (iv) or (v), a “Johnson Controls Re-
 turn”).  Except as provided in Section 3.01(b), Johnson Controls shall file or cause to be filed all 
Johnson Controls Returns and shall pay or cause to be paid all Taxes shown to be due on any 
such Johnson Controls Return to the relevant Tax Authority and Adient shall make any payments 
to Johnson Controls required pursuant to Section 4.01 in respect of any such Johnson Controls 
Return.   
(b) In the event that Adient or a member of the Adient Group (or an authorized repre-
 sentative of Adient or a member of the Adient Group) is obligated to sign and file a Johnson 
Controls Return under applicable Tax Law, Johnson Controls shall deliver such Johnson Con-
 trols Return to Adient and pay to Adient the amount of Taxes due on such Johnson Controls Re-
 turn prior to the due date for filing such Johnson Controls Return (taking into account exten-
 sions), and Adient shall timely file or cause to be timely filed such Johnson Controls Return (tak-
 ing into account extensions).  Adient shall pay or cause to be paid all Taxes shown to be due on 
any Johnson Controls Return required to be filed by Adient pursuant to this Section 3.01(b). 
Section 3.02 Adient Returns.  Adient shall prepare and timely file, or cause to be pre-
 pared and timely filed (in each case, taking into account extensions), all Adient Separate Returns 
and any other Tax Return required to be filed by or with respect to a member of the Adient 
Group other than any Tax Return which Johnson Controls is required to prepare pursuant to Sec-
 tion 3.01(a) (each, a “Adient Return”).  Adient shall file or cause to be filed all Adient Returns 
and shall pay or cause to be paid all Taxes shown to be due on any such Adient Return to the rel-
 evant Tax Authority and Johnson Controls shall make any payments to Adient required pursuant 
to Section 4.01 in respect of any such Adient Return. 
Section 3.03 Tax Reporting Practices. 
(a) Except as otherwise provided in Section 3.03(c), with respect to any Tax Return 
that Adient has the obligation and right to prepare and file, or cause to be prepared and filed, un-
 der Section 3.02 for any Pre-Distribution Period or any Straddle Period (or, to the extent relating 
to any Taxes or Tax Items of any Electronics Entity attributable to the Electronics Business), 
such Tax Return shall be prepared in accordance with past practices, accounting methods, elec-
 tions and conventions (“Past Practices”) used with respect to the Tax Returns in question, and, to 
the extent there is no Past Practice with respect to such item, in accordance with reasonable Tax 
accounting or other practices selected by Adient and reasonably acceptable to Johnson Controls; 
provided that, except to the extent relating to any Taxes or Tax Items of any Electronics Entity
 - 18 - 
attributable to the Electronics Business, Adient may determine in good faith to prepare and file, 
or cause to be prepared and filed, any such Tax Return in a manner that deviates from Past Prac-
 tices; provided, however, that if any such Tax Return is prepared or filed in a manner that devi-
 ates from Past Practices, Adient shall be responsible for any additional Taxes imposed on or pay-
 able by Johnson Controls or any of its Affiliates (including pursuant to the terms of this Agree-
 ment) as a result of any such deviation (other than any such deviation that was previously con-
 sented to by Johnson Controls (including in connection with the review, if any, by Johnson Con-
 trols of the relevant Tax Return pursuant to the procedures set forth in Section 3.05(a))). 
(b) Except as otherwise provided in Section 3.03(c), with respect to any Straddle 
Combined Return to the extent relating to the Post-Distribution Period or any Combined Return 
for any taxable period beginning on or after the Distribution Date, in each case, that Johnson 
Controls has the obligation and right to prepare and file, or cause to be prepared and filed, under 
Section 3.01, such Tax Return (or such portion thereof) shall be prepared in accordance with Past 
Practices used with respect to the Tax Returns in question, and, to the extent there is no Past 
Practice with respect to such item, in accordance with reasonable Tax accounting or other prac-
 tices selected by Johnson Controls and reasonably acceptable to Adient; provided that Johnson 
Controls may determine in good faith to prepare and file, or cause to be prepared and filed, any 
such Tax Return in a manner that deviates from Past Practices; provided, however, that if any 
such Tax Return is prepared or filed in a manner that deviates from Past Practices, Johnson Con-
 trols shall be responsible for any additional Taxes imposed on or payable by Adient or any of its 
Affiliates (including pursuant to the terms of this Agreement) as a result of any such deviation 
(other than any such deviation that was previously consented to by Adient (including in connec-
 tion with the review, if any, by Adient of the relevant Tax Return pursuant to the procedures set 
forth in Section 3.05(a))). 
(c) Except to the extent otherwise required by applicable Law or as a result of a Final 
Determination, (A) neither Johnson Controls nor Adient shall, and neither shall permit or cause 
any member of its respective Group to, take any position that is inconsistent with the treatment 
of (i) each of the Old Johnson Controls Internal Distributions (where applicable, taken together 
with the relevant Old Johnson Controls Internal Contribution) as having Tax-Free Status (or 
analogous status under state or local Law), (ii) any of the relevant entities, instruments or Separa-
 tion Transactions as having the tax-free or other tax treatment indicated on the Tax Treatment 
Schedule or the Separation Step Plan, (iii) the Tyco Merger as having Unrestricted Inversion Sta-
 tus or (iv) Adient as having Foreign Corporation Status as of immediately after the Distribution 
and (B) Adient shall not, and shall not permit or cause any member of the Adient Group to, take 
any position with respect to an item of income, deduction, gain, loss or credit on a Tax Return, or 
otherwise treat such item in a manner that is inconsistent with the manner such item is reported 
on a Tax Return required to be prepared or filed by Johnson Controls pursuant to Section 3.01 
hereof (including, without limitation, the claiming of a deduction previously claimed on any such 
Tax Return), except with the prior consent of Johnson Controls. 
Section 3.04 Consolidated or Combined Tax Returns. 
(a) Except to the extent otherwise required pursuant to clause (A) of Section 3.03(c), 
Johnson Controls shall determine in its good faith sole discretion whether to file a Tax Return for 
any Tax Period as a Combined Return and the entities to be included in any Combined Return, 
and Johnson Controls shall (and shall be entitled to) make or revoke any Tax elections, adopt or
 - 19 - 
change any Tax accounting methods, and determine any other position taken on or in respect of 
any Combined Return; provided that any Combined Return prepared and filed by Johnson Con-
 trols pursuant to this Agreement shall, to the extent relating to Adient or the Adient Group, be 
prepared in good faith; and provided further that a Combined Return shall not include any mem-
 ber of the Adient Group in a Post-Distribution Period except to the extent required by applicable 
Law.  Adient will elect and join (and take any other action necessary to give effect to such elec-
 tion), and will cause its respective Affiliates to elect and join (and take any other action neces-
 sary to give effect to such election), in filing any Combined Returns (including any Old Johnson 
Controls Federal Consolidated Income Tax Returns) that Johnson Controls determines in good 
faith are required by applicable Law to be filed (or that Johnson Controls chooses in good faith 
to file) by the Companies or any of their Affiliates for Tax Periods ending on, before or after the 
Distribution Date.  With respect to any Adient Separate Returns relating to any Pre-Distribution 
Period, Adient will elect and join, and will cause its Affiliates to elect and join, in filing any con-
 solidated, affiliated, combined, unitary, group or other similar Tax Return (including a Tax Re-
 turn with respect to a profit and/or loss sharing group (e.g., UK group relief), group payment or 
similar group or fiscal unity), to the extent each entity is eligible to join in such Tax Returns, if 
Johnson Controls reasonably determines that the filing of such Tax Returns is consistent with 
past reporting practices, or, in the absence of applicable past practices, is reasonably determined 
to result in the minimization of the net present value of the aggregate Tax to the entities eligible 
to join in such Tax Returns or is otherwise reasonably acceptable to Johnson Controls. 
(b) At Johnson Controls’ request, Adient shall, and shall cause each member of the 
Adient Group to, as promptly as practicable (and in no event later than ninety (90) days after 
such request) prepare and submit to Johnson Controls, at Adient’s cost and expense, all infor-
 mation that Johnson Controls shall reasonably request, in such form as Johnson Controls shall 
reasonably request, to enable Johnson Controls to prepare or cause to be prepared any Johnson 
Controls Return.   
Section 3.05 Right to Review Tax Returns. 
(a) General.  The Responsible Company with respect to any material Tax Return 
shall make such Tax Return (or the relevant portions thereof), related workpapers and other sup-
 porting documents available for review by the other Company, to the extent (i) such Tax Return 
relates to Taxes for which such other Company is or would reasonably be expected to be liable, 
(ii) such other Company is or would reasonably be expected to be liable, in whole or in part, for 
any additional Taxes owing as a result of adjustments to the amount of Taxes reported on such 
Tax Return, (iii) such Tax Return relates to Taxes for which the other party would reasonably be 
expected to have a claim for Tax Benefits under this Agreement, (iv) such Tax Return is a Com-
 bined Return that would reasonably be expected to be binding and to have a material adverse ef-
 fect on Adient in a Post-Distribution Period, (v) such other Company or an Affiliate thereof (or 
an authorized representative of either) is obligated to sign and file such Tax Return under appli-
 cable Law, or (vi) reasonably necessary for the other party to confirm compliance with the terms 
of this Agreement.  With respect to any Tax Return described in clauses (i) through (iv) of the 
immediately preceding sentence, the Responsible Company shall (i) consult with the other Com-
 pany with respect to the preparation of, and positions taken on, such Tax Return (to the extent 
relating to any matters described in clauses (i) through (iv) of the immediately preceding sen-
 tence), (ii) use reasonable efforts to make such Tax Return (or the relevant portions thereof),
 - 20 - 
workpapers and other supporting documents available for review as required under this para-
 graph promptly once such Tax Return is materially complete, such that the other party has an 
opportunity to review and comment on such Tax Return prior to the timely filing thereof (taking 
into account extensions), and (iii) shall consider in good faith any comments (to the extent relat-
 ing to any matters described in clauses (i) through (iv) of the immediately preceding sentence) 
provided by the other Company on such Tax Return reasonably in advance of the due date for 
filing such Tax Return (taking into account extensions).  Johnson Controls and Adient shall at-
 tempt in good faith to resolve any disagreement arising out of the review of any Tax Return pur-
 suant to this Section 3.05(a).  For the avoidance of doubt, any dispute among the Companies 
with respect to a Company’s compliance with the requirements of this Section 3.05(a) shall be 
resolved in accordance with the disagreement resolution provisions of Section 13 as promptly as 
practicable.   
(b) Executing Returns.  In the case of any Tax Return which is required to be pre-
 pared and filed by one Company under this Agreement and which is required by Law to be 
signed by the other Company (or by its authorized representative), the Company which is legally 
required to sign such Tax Return shall not be required to sign such Tax Return under this 
Agreement unless there is at least a greater than 50% likelihood of prevailing on the merits for 
the Tax treatment of each material item reported on the Tax Return.  For the avoidance of doubt, 
any dispute among the Companies with respect to the likelihood of any Tax treatment prevailing 
on the merits shall be resolved in accordance with the disagreement resolution provisions of Sec-
 tion 13 as promptly as practicable. 
(c) Certain Amended Returns.  Adient shall not amend, or permit any of its Affiliates 
to amend, any Tax Return required to be filed by or with respect to the Electronic Entity to the 
extent relating to any Taxes or Tax Items of the Electronics Business without the prior written 
consent of Johnson Controls (not to be unreasonably withheld, conditioned or delayed). 
Section 3.06 Adient Carryback Items and Claims for Refund.  Unless Johnson Controls 
otherwise consents in writing (such consent not to be unreasonably withheld, conditioned or de-
 layed, taking into account (x) all tax planning undertaken by Johnson Controls (including, with-
 out limitation, any tax planning in connection with the Tyco Merger or the Separation) and (y) 
the Tax Attributes of Johnson Controls and its Affiliates and the expected utilization thereof), 
Adient shall (and shall cause each member of the Adient Group to) (i) not file any Adjustment 
Request with respect to any Combined Return (or any other Tax Return reflecting Taxes for 
which Johnson Controls is responsible under Section 2), (ii) make any available election to relin-
 quish, waive or otherwise forgo a carry back of any Adient Carryback Item arising in a Post-
 Distribution Period to any Combined Return, and (iii) not make any affirmative election to claim 
any such Adient Carryback Item if such election would result in a carryback of such Adient Car-
 ryback Item to any Combined Return. 
Section 3.07 Apportionment of Earnings and Profits and Tax Attributes. 
(a) If the Old Johnson Controls Affiliated Group has a Tax Attribute, the portion, if 
any, of such Tax Attribute required to be apportioned to Adient or the members of the Adient 
Group and treated as a carryover to the first Post-Distribution Period of Adient (or such member) 
shall be determined in good faith by Johnson Controls in accordance with Treasury Regulations 
Sections 1.1502-21, 1.1502-21T, 1.1502-22, 1.1502-79 and, if applicable, 1.1502-79A.
 - 21 - 
(b) No Tax Attribute with respect to consolidated Federal Income Tax of the Old 
Johnson Controls Affiliated Group, other than those described in Section 3.07(a), and no Tax 
Attribute with respect to consolidated, combined or unitary state, local or foreign Income Tax, in 
each case, arising in respect of a Combined Return shall be apportioned to Adient or any member 
of the Adient Group, except as Johnson Controls (or such member of the Johnson Controls 
Group as Johnson Controls shall designate) determines in good faith is otherwise required under 
applicable Law.   
(c) Johnson Controls (or its designee) shall determine in good faith and at its own 
cost and expense the portion, if any, of any Tax Attribute which must (absent a Final 
Determination to the contrary) be apportioned to Adient or any member of the Adient Group in 
accordance with this Section 3.07 and applicable Law and the amount of tax basis and earnings 
and profits to be apportioned to Adient or any member of the Adient Group in accordance with 
applicable Law, and shall provide written notice of the calculation thereof (including any related 
workpapers and other supporting documentation) to Adient as soon as reasonably practicable 
after the information necessary to make such calculation becomes available to Johnson Controls 
(and in any event no later than six (6) months after the close of the Tax Period in which the 
Distribution occurs).  In the event of any subsequent adjustment to the apportionment of Tax 
Attributes, tax basis and/or earnings and profits reflected on such written notice, Johnson 
Controls shall promptly notify Adient in writing of any such adjustment and provide any related 
workpapers and other supporting documentation).  In the case of any particular Tax Attribute not 
addressed in such written notice or any subsequent adjustment, Adient may request that Johnson 
Controls undertake a determination, of the portion, if any, of such particular Tax Attribute to be 
allocated or apportioned to the Adient Group under applicable Law.  To the extent that Johnson 
Controls determines, in its sole discretion, not to undertake such determination, or does not 
otherwise advise Adient of its intention to undertake such determination within twenty (20) 
Business Days of the receipt of such request, Adient shall be permitted to undertake such 
determination at its own cost and expense and shall notify Johnson Controls of its determination, 
which determination shall not be binding on Johnson Controls.  For the absence of doubt, 
Johnson Controls shall not be liable to Adient or any member of the Adient Group for any failure 
of any determination under this Section 3.07 to be accurate under applicable Law. 
(d) The written notice delivered by Johnson Controls pursuant to Section 3.07(c) shall 
be binding on Adient and each member of the Adient Group and shall not be subject to dispute 
resolution. Except to the extent otherwise required by applicable Law or pursuant to a Final 
Determination, Adient shall not (and shall cause its Affiliates not to) take any position (whether 
on a Tax Return or otherwise) that is inconsistent with the information contained in such written 
notice provided that there is at least “substantial authority” within the meaning of Treasury 
Regulations Section 1.6662-4(d)(2) (or any similar provision of state, local or foreign Law) for 
the relevant position contained in such written notice. 
Section 4. Payments. 
Section 4.01 Payment of Taxes.  In the case of any Tax Return reflecting Taxes for 
which the Company that is not the Responsible Company is responsible under Section 2, the Re-
 sponsible Company shall pay any Taxes required to be paid to the applicable Tax Authority on or 
before the relevant Payment Date (and provide notice and proof of payment to the other Compa-
 ny).  The Responsible Company shall compute the amount of such Taxes allocable to the other
 - 22 - 
Company under the provisions of Section 2 or Section 3 as promptly as practicable (but in no 
event less than fifteen (15) Business Days prior to the relevant Payment Date) and shall provide 
written notice and demand for payment of such amount, accompanied by a statement detailing 
the Taxes paid and describing in reasonable detail the particulars relating thereto, to the other 
Company.  The other Company shall pay to the Responsible Company the amount of such Taxes 
allocable to the other Company under the provisions of Section 2 or Section 3 within ten (10) 
Business Days of the date of receipt of such written notice and demand; provided that no such 
payment shall be required to be made earlier than ten (10) Business Days prior to the relevant 
Payment Date. 
Section 4.02 Adjustments Resulting in Underpayments.  In the case of any adjustment 
pursuant to a Final Determination with respect to any Tax Return, the Responsible Company 
shall pay to the applicable Tax Authority when due any additional Taxes due with respect to such 
Tax Return required to be paid as a result of such adjustment.  The Responsible Company shall 
compute the amount of such Taxes allocable to the other Company under the provisions of Sec-
 tion 2 or Section 3 as promptly as practicable (but in no event less than fifteen (15) Business 
Days prior to the relevant Payment Date) and shall provide written notice and demand for pay-
 ment of such amount, accompanied by a statement detailing the Taxes paid and describing in 
reasonable detail the particular relating thereto, to the other Company.  The other Company shall 
pay to the Responsible Company the amount of such Taxes allocable to the other Company un-
 der the provisions of Section 2 within ten (10) Business Days of the date of receipt of such writ-
 ten notice and demand; provided that no such payment shall be required to be made earlier than 
ten (10) Business Days prior to the date the additional Tax is required to be paid to the applicable 
Tax Authority. 
Section 4.03 Indemnification Payments.  Unless otherwise specified in this Agreement, 
all indemnification payments required to be made under this Agreement shall be made within ten 
(10) Business Days of the date of receipt by the indemnifying party of written notice from the 
indemnified party of the amount owed, together with reasonable documentation showing the ba-
 sis for the calculation of such amount and evidence of payment of such amounts by the indemni-
 fied party to the relevant Tax Authority or other recipient.   
Section 4.04 Payors; Payees; Treatment.  All payments made under this Agreement 
shall be made by Johnson Controls directly to Adient and by Adient directly to Johnson Con-
 trols; provided, however, that if the Companies mutually agree with respect to any such payment, 
any member of the Johnson Controls Group, on the one hand, may make such indemnification 
payment to any member of the Adient Group, on the other hand, and vice versa (for the avoid-
 ance of doubt, if a Company makes a request to the other Company to the effect that any pay-
 ment required to be made by it to the other Company or received by it from the other Company, 
in each case, pursuant to this Agreement, be made or received by a member of the relevant Com-
 pany’s Group other than a Company, the other Company’s consent to such request shall not be 
unreasonably withheld, conditioned or delayed).  All payments made pursuant to this Agreement 
shall be treated in the manner described in Section 12. 
Section 5. Tax Benefits. 
Section 5.01 Tax Benefits.
 - 23 - 
(a) Except as set forth below, (i) Johnson Controls shall be entitled to any Refund 
(and any interest thereon received from the applicable Tax Authority) of (x) any Taxes actually 
paid prior to the Distribution Date (except to the extent (A) such Refund was reflected as an asset 
on Adient’s opening standalone balance sheet dated as of the date of Distribution, (B) such 
Refund is received in respect of excess estimated Tax payments taken into account for purposes 
of determining the amount of the adjustment payment, if any, required to be made pursuant to 
Section 2.12(c) of the Separation and Distribution Agreement), or (C) such Taxes were actually 
paid by a member of the Adient Group (and not paid by a member of the Johnson Controls 
Group on behalf of a member or members of the Adient Group) prior to the Distribution Date 
and the payment of such Taxes was not taken into account, directly or indirectly (including as a 
result of the Distribution Cash Amounts (as defined in Schedule 2.12(c)(i) to the Separation and 
Distribution Agreement) being lower as a result of such payment), for purposes of determining 
the amount of the adjustment payment, if any, required to be made pursuant to Section 2.12(c) of 
the Separation and Distribution Agreement) and (y) any Taxes for which Johnson Controls is 
liable hereunder and (ii) Adient shall be entitled to any Refund (and any interest thereon received 
from the applicable Tax Authority) of any Taxes for which Adient is liable hereunder (other than 
any Refund to which Johnson Controls is entitled pursuant to clause (i) above).  The Company 
receiving a Refund to which another Company is entitled hereunder, in whole or in part, shall 
pay over the amount of such Refund (or portion thereof) (and any interest on such amount 
received from the applicable Tax Authority) to such other Company within ten (10) Business 
Days after the receipt of such Refund or application of such Refund against Taxes otherwise 
payable.  To the extent that any Refund (or portion thereof) in respect of which any amounts 
were paid over pursuant to the immediately preceding sentence is subsequently disallowed by the 
applicable Tax Authority, the Company that received such amounts shall promptly repay such 
amounts (together with any penalties, interest or other charges imposed by the relevant Tax 
Authority) to the other Company. 
(b) If (i) a member of the Adient Group Actually Realizes any Tax Benefit as a result 
of (A) an adjustment pursuant to a Final Determination that increases Taxes for which a member 
of the Johnson Controls Group is liable hereunder or otherwise (or reduces any Tax Attribute of 
a member of the Johnson Controls Group or any other Johnson Controls Group Relief), (B) any 
liability, obligation, loss or payment (each, a “Loss”) for which a member of the Johnson 
Controls Group is required to indemnify any member of the Adient Group pursuant to this 
Agreement, the Separation and Distribution Agreement or any Ancillary Agreement (in each 
case, without duplication of any amounts payable or taken into account under this Agreement, 
the Separation and Distribution Agreement or any Ancillary Agreement), (C) any Section 336(e) 
Election (including, for the avoidance of doubt, any Tax Benefit Actually Realized by the Adient 
Group as a result of any step-up in asset basis for U.S. federal income tax purposes resulting 
from such Section 336(e) Election), except to the extent any such Tax Benefit is directly 
attributable to Taxes imposed on Johnson Controls as a result of such Section 336(e) Election 
and for which Adient has actually indemnified Johnson Controls pursuant to this Agreement, (D) 
the utilization of any Electronics Business Tax Attribute (or otherwise in respect of the 
Electronics Business), and, in each case, such Tax Benefit would not have arisen but for such 
adjustment,  Loss, election or Electronics Business Tax Attribute (or Electronics Business) 
(determined on a “with and without” basis), or (E) the payment of any Specified PRC Taxes, or 
(ii) if a member of the Johnson Controls Group Actually Realizes any Tax Benefit as a result of 
(A) an adjustment pursuant to a Final Determination that increases Taxes for which a member of
 - 24 - 
the Adient Group is liable hereunder or otherwise (or reduces any Tax Attribute of a member of 
the Adient Group or any other Adient Group Relief), or (B) any Loss for which a member of the 
Adient Group is required to indemnify any member of the Johnson Controls Group pursuant to 
this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement (in each 
case, without duplication of any amounts payable or taken into account under this Agreement, 
the Separation and Distribution Agreement or any Ancillary Agreement), and, in each case, such 
Tax Benefit would not have arisen but for such adjustment or Loss (determined on a “with and 
without” basis), Adient or Johnson Controls, as the case may be, shall make a payment to the 
other Company in an amount equal to the amount of such Actually Realized Tax Benefit in cash 
within ten (10) Business Days of Actually Realizing such Tax Benefit.  To the extent that any 
Tax Benefit (or portion thereof) in respect of which any amounts were paid over pursuant to the 
foregoing provisions of this Section 5.01(b) is subsequently disallowed by the applicable Tax 
Authority, the Company that received such amounts shall promptly repay such amounts (together 
with any penalties, interest or other charges imposed by the relevant Tax Authority) to the other 
Company. 
(c) No later than ten (10) Business Days after a Tax Benefit described in Section 
5.01(b) is Actually Realized by a member of the Johnson Controls Group or a member of the 
Adient Group, Johnson Controls or Adient, as the case may be, shall provide the other Company 
with a written calculation of the amount payable to such other Company pursuant to Section 
5.01(b).  In the event that Johnson Controls or Adient, as the case may be, disagrees with any 
such calculation described in this Section 5.01(c), Johnson Controls or Adient shall so notify the 
other Company in writing within twenty (20) Business Days of receiving such written 
calculation.  Johnson Controls and Adient shall endeavor in good faith to resolve such 
disagreement, and, failing that, the amount payable under this Section 5 shall be determined in 
accordance with the disagreement resolution provisions of Section 13 as promptly as practicable. 
(d) Adient shall be entitled to any Refund that is attributable to, and would not have 
arisen but for, an Adient Carryback Item that is required to be carried back to a Pre-Distribution 
Period under applicable Law and is carried back pursuant to and in accordance with Section 3.06 
(a “Permitted Adient Carryback”); provided, however, that Adient shall indemnify and hold the 
members of the Johnson Controls Group harmless from and against any and all collateral Tax 
consequences resulting from or caused by any such Permitted Adient Carryback, including (but 
not limited to) the loss or postponement of any benefit from the use of any Tax Attribute of any 
member of the Johnson Controls Group, any Tax Attribute generated by a member of the 
Johnson Controls Group or an Affiliate thereof or any other Johnson Controls Group Relief 
(each, a “Johnson Controls Group Tax Attribute”) if (x) such Tax Attribute expires unutilized, 
but would have been utilized but for such Permitted Adient Carryback, or (y) the use of such Tax 
Attribute is postponed to a later Tax Period than the Tax Period in which such Tax Attribute 
would have been utilized but for such Permitted Adient Carryback.  Any such payment of the 
amount of such Refund made by Johnson Controls to Adient pursuant to this Section 5.01(d) 
shall be recalculated in light of any Final Determination (or any other facts that may arise or 
come to light after such payment is made, such as a carryback of a Johnson Controls Group Tax 
Attribute to a Tax Period in respect of which such Refund is received) that would affect the 
amount to which Adient is entitled, and an appropriate adjusting payment shall be made by 
Adient to Johnson Controls such that the aggregate amount paid pursuant to this Section 5.01(d) 
equals such recalculated amount.  To the extent that any Refund (or portion thereof) in respect of
 - 25 - 
which any amounts were paid over by Johnson Controls to Adient pursuant to the foregoing 
provisions of this Section 5.01(d) is subsequently disallowed by the applicable Tax Authority, 
Adient shall promptly repay such amounts (together with any penalties, interest or other charges 
imposed by the relevant Tax Authority) to Johnson Controls. 
(e) For the avoidance of doubt, notwithstanding any of the foregoing (or any other 
provision in this Agreement) to the contrary, any recovery, Refund or other Tax Benefit in re-
 spect of VAT Charges (and entitlement thereto) shall be governed exclusively by Schedule 
2.12(c)(ii) to the Separation and Distribution Agreement. 
Section 5.02 Johnson Controls and Adient Income Tax Deductions in Respect of Cer-
 tain Equity Awards and Incentive Compensation. 
(a) To the extent permitted by applicable Law, any and all Income Tax deductions 
arising by reason of exercises of options to acquire Johnson Controls or Adient stock, vesting of 
“restricted” Johnson Controls stock or Adient stock, or settlement of stock appreciation rights, 
restricted stock awards, restricted stock units or performance share units, in each case, following 
the Distribution, with respect to Johnson Controls stock or Adient stock (such options, stock 
appreciation rights restricted stock, restricted stock units, performance share units and deferred 
stock units, collectively, “Compensatory Equity Interests”) held by any Person shall be claimed 
(i) in the case of a Johnson Controls Group Employee, Former Johnson Controls Group 
Employee, or any Johnson Controls non-employee director who served on the Johnson Controls 
Board immediately prior to the Effective Time, solely by the Johnson Controls Group, and (ii) in 
the case of an Adient Group Employee, Former Adient Group Employee or Transferred Director, 
solely by the Adient Group. 
(b) Tax reporting and withholding with respect to Compensatory Equity Interests 
shall be governed by the Employee Matters Agreement. 
Section 6. Transaction Status. 
Section 6.01  Restrictions on Adient. 
(a) Adient hereby represents and warrants that (i) it has no plan or intention of taking 
any action, or failing to take any action, or causing or permitting any of its Affiliates to take or 
fail to take any action, or knows of any circumstance, in each case, that could reasonably be ex-
 pected to (A) adversely affect, jeopardize or prevent Tax-Free Status, (B) adversely affect, jeop-
 ardize or prevent any of the relevant entities, instruments or Separation Transactions (other than 
the Old Johnson Controls Internal Contributions or Old Johnson Controls Internal Distributions) 
to have the tax-free or other tax treatment described in the Tax Treatment Schedule or the Sepa-
 ration Step Plan, (C) adversely affect, jeopardize or prevent Unrestricted Inversion Status, or (D) 
cause any representation or factual statement made in this Agreement, the Separation and Distri-
 bution Agreement or any Ancillary Agreement to be untrue; and (ii) during the period beginning 
two years before the date of the first Old Johnson Controls Internal Distribution and ending on 
the Distribution Date, there was no “agreement, understanding, arrangement, substantial negotia-
 tions or discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by 
any one or more officers or directors of any member of the Adient Group or by any other person 
or persons with the implicit or explicit permission of one or more of such officers or directors
 - 26 - 
regarding an acquisition of all or a significant portion of the Adient Capital Stock or of the Old 
Johnson Controls Internal Controlled Capital Stock of any Old Johnson Controls Internal Con-
 trolled (and any predecessor of any of them); provided that no representation or warranty is made 
by Adient regarding any “agreement, understanding, arrangement, substantial negotiations or 
discussions” (as such terms are defined in Treasury Regulations Section 1.355-7(h)) by any one 
or more officers or directors of Johnson Controls (or another person with the implicit or explicit 
permission of one or more of such persons). 
(b) Adient shall not take or fail to take, or cause or permit any Adient Affiliate to take 
or fail to take, any action if such action or failure to act (i) would be inconsistent with or cause to 
be untrue any statement, information, covenant or representation in this Agreement, the 
Separation and Distribution Agreement or any of the Ancillary Agreements, (ii) would 
reasonably be expected to adversely affect, jeopardize or prevent Tax-Free Status, (iii) would 
reasonably be expected to adversely affect, jeopardize or prevent any of the relevant entities, 
instruments or Separation Transactions (other than the Old Johnson Controls Internal 
Contributions or Old Johnson Controls Internal Distributions) to have the tax-free or other tax 
treatment described in the Tax Treatment Schedule or the Separation Step Plan, or (iv) would or 
would reasonably be expected to (taking into account any change or proposed change in Law or 
IRS guidance, or any change or proposed change in official judicial or administrative 
interpretation of applicable Law or IRS guidance) adversely affect, jeopardize or prevent 
Unrestricted Inversion Status (for the avoidance of doubt, other than any action or failure to act 
requested by Johnson Controls).  It is agreed and understood that in determining whether any 
action or failure to act is prohibited by reason of any proposed change in Law or IRS guidance 
(or official judicial or administrative interpretation of Law or IRS guidance) described in clause 
(iv) above, the likelihood that such proposed change shall be adopted, enacted or otherwise occur 
shall be taken into account.  For the avoidance of doubt, in the event that a proposed change in 
Law or IRS guidance (or official judicial or administrative interpretation of Law or IRS 
guidance) does not prohibit an action or failure to act pursuant to the immediately preceding 
sentence, but such proposed change in Law or IRS guidance (or official judicial or administrative 
interpretation of Law or IRS guidance) is subsequently adopted, enacted or otherwise occurs, any 
action or failure to act that would be prohibited pursuant to clause (iv) above following such 
adoption, enactment or other occurrence shall, for all purposes of this Agreement (including 
Section 6.04) be deemed to have been prohibited at all times under this Section 6.01 even if such 
action or failure to act occurred prior to such adoption, enactment or other occurrence. 
(c) From the date hereof until the first day after the Restriction Period, Adient will 
cause each Old Johnson Controls Internal Controlled to (i) maintain its status as a company 
engaged in its Active Trade or Business for purposes of Section 355(b)(2) of the Code and (ii) 
not engage in any transaction that would result in it ceasing to be a company engaged in its 
Active Trade or Business for purposes of Section 355(b)(2) of the Code. 
(d) From the date hereof until the first day after the Restriction Period,  
(i) Adient will not (x) enter into any Proposed Acquisition Transaction or, to 
the extent Adient has the right to prohibit any Proposed Acquisition Transaction, permit 
any Proposed Acquisition Transaction to occur or (y) dispose of, or permit any of its Af-
 filiates to dispose of, directly or indirectly, any interest in any Old Johnson Controls In-
 ternal Controlled;
 - 27 - 
(ii) Adient will not cause or permit any Old Johnson Controls Internal Con-
 trolled to (or to enter into any agreement, understanding, arrangement or substantial ne-
 gotiations to):  
(A) in a single transaction or series of transactions sell or transfer (oth-
 er than sales or transfers of inventory in the ordinary course of business) all or 
substantially all of its assets (as of immediately prior to the relevant Old Johnson 
Controls Internal Controlled Distribution) or sell or transfer 50% or more of the 
gross assets of any Active Trade or Business or 30% or more of the consolidated 
gross assets of any Old Johnson Controls Internal Controlled and its Subsidiaries 
(such percentages to be measured based on fair market value as of the Distribu-
 tion Date); 
(B) redeem or otherwise repurchase (directly or through an Affiliate) 
any of its stock, or rights to acquire stock; or 
(C) merge or consolidate with any other Person or liquidate or partially 
liquidate; and  
(iii) Adient will not and will not cause or permit any Old Johnson Controls In-
 ternal Controlled to:  
(A) amend its certificate of incorporation (or other organizational doc-
 uments), or take any other action, whether through a stockholder vote or other-
 wise, affecting the voting rights of its Old Johnson Controls Internal Controlled 
Capital Stock (including, without limitation, through the conversion of one class 
of its Old Johnson Controls Internal Controlled Capital Stock into another class of 
its Old Johnson Controls Internal Controlled Capital Stock); or 
(B) take any other action or actions which in the aggregate (and taking 
into account any other transactions described in this subparagraph (d)) would be 
reasonably likely to have the effect of causing or permitting one or more Persons 
to acquire, directly or indirectly, stock representing a Fifty-Percent or Greater In-
 terest in Adient, any Old Johnson Controls Internal Controlled or otherwise jeop-
 ardize, adversely affect or prevent Tax-Free Status; 
unless, in each case, prior to taking any such action set forth in the foregoing clauses (i) through 
(iii), (x) Adient shall have requested that Johnson Controls obtain a private letter ruling (or, if 
applicable, a supplemental private letter ruling) from the IRS and/or any other applicable Tax 
Authority (a “Ruling”) in accordance with Sections 6.03(b) and (d) to the effect that such trans-
 action will not affect the Tax-Free Status or the Unrestricted Inversion Status and Johnson Con-
 trols shall have received such a Ruling in form and substance satisfactory to Johnson Controls in 
its sole good faith discretion (and in determining whether a private letter ruling is satisfactory, 
Johnson Controls may consider, among other factors, the appropriateness of any underlying as-
 sumptions and management’s representations made in connection with such Ruling), (y) Adient 
shall provide Johnson Controls with an Unqualified Tax Opinion in form and substance satisfac-
 tory to Johnson Controls in its sole good faith discretion (and in determining whether an opinion 
is satisfactory, Johnson Controls may consider, among other factors, the appropriateness of any
 - 28 - 
underlying assumptions and management’s representations if used as a basis for the opinion and 
Johnson Controls may determine that no opinion would be acceptable to Johnson Controls), or 
(z) Johnson Controls shall have waived the requirement to obtain such Ruling or Unqualified 
Tax Opinion. 
(e) With respect to any member of the Adient Group that is characterized as a foreign 
corporation for Federal Income Tax purposes, from the Distribution Date through the end of the 
Tax Period of such entity that includes the Distribution Date, Adient shall not, and shall cause its 
respective Affiliates (including any such member of the Adient Group) not to, enter into any ex-
 traordinary transaction or otherwise take any action or enter into any transaction that would be 
considered under the Code to constitute the payment of an actual or deemed dividend by such 
member of the Adient Group, including pursuant to Section 304 of the Code, or that would oth-
 erwise result in a diminution of foreign tax credits that, absent such transaction, may be claimed 
by Johnson Controls or any of its Affiliates. 
(f) Adient shall procure that, as described in the Separation Step Plan and as soon as 
reasonably practicable, Adient Olympus SAS redeem the shares of Adient Olympus SAS from 
Adient Global Holdings Ltd for total cash of EUR 59,001, including by causing Adient Olympus 
SAS to (1) enter into a share purchase agreement with respect to such redemption, (2) decrease 
its capital as a result of such redemption, (3) complete any post-closing filings or updates re-
 quired to reflect such redemption and (4) take any and all other actions required to complete such 
share redemption. 
(g) Adient shall apply, pursuant to Section 80 of the Stamp Duty Consolidation Act, 
1999 (as amended) of Ireland, for relief from stamp duty imposed by the Republic of Ireland in 
connection with the transfer of shares of Adient Global Holdings Ltd by Johnson Controls Inter-
 national plc to Adient plc pursuant to the Separation Transactions, and shall take any and all oth-
 er actions required to obtain such relief. 
Section 6.02 Restrictions on Johnson Controls.  Johnson Controls agrees that it will not 
take or fail to take, or cause or permit any member of the Johnson Controls Group to take or fail 
to take, any action where such action or failure to act would be inconsistent with or cause to be 
untrue any statement, information, covenant or representation in this Agreement, the Separation 
and Distribution Agreement, any of the Ancillary Agreements. 
Section 6.03 Procedures Regarding Opinions and Rulings. 
(a) If Adient notifies Johnson Controls that it desires to take one of the actions 
described in Section 6.01(d) (a “Notified Action”) during the Restricted Period, Johnson 
Controls and Adient shall reasonably cooperate to attempt to obtain the Ruling or Unqualified 
Tax Opinion referred to in Section 6.01(d), unless Johnson Controls shall have waived the 
requirement to obtain such Ruling or Unqualified Tax Opinion. 
(b) Unless Johnson Controls shall have waived the requirement to obtain such Ruling 
or Unqualified Tax Opinion, at the reasonable request of Adient pursuant to Section 6.01(d), 
Johnson Controls shall cooperate with Adient and use commercially reasonable efforts to seek to 
obtain, as expeditiously as possible, a Ruling or an Unqualified Tax Opinion for the purpose of 
permitting Adient or Old Johnson Controls Internal Controlled, as applicable, to take the
 - 29 - 
Notified Action.  Notwithstanding the foregoing, in no event shall Johnson Controls be required 
to file or cooperate in connection with the filing of any request for a Ruling under this Section 
6.03(b) unless Adient represents that (A) it has reviewed such request for a Ruling, and (B) all 
statements, information and representations relating to any member of the Adient Group 
contained in such request for a Ruling are (subject to any qualifications therein) true, correct and 
complete.  Adient shall reimburse Johnson Controls for all reasonable costs and expenses, 
including out-of-pocket expenses and expenses relating to the utilization of Johnson Controls 
personnel, incurred by the Johnson Controls Group in obtaining a Ruling or Unqualified Tax 
Opinion requested by Adient within ten (10) Business Days after receiving an invoice from 
Johnson Controls therefor. 
(c) Johnson Controls shall have the right to obtain a Ruling or an Unqualified Tax 
Opinion at any time in its sole and absolute discretion.  If Johnson Controls determines to obtain 
a Ruling or an Unqualified Tax Opinion, Adient shall (and shall cause each Affiliate of Adient 
to) cooperate with Johnson Controls and take any and all actions reasonably requested by 
Johnson Controls in connection with obtaining the Ruling or Unqualified Tax Opinion 
(including, without limitation, by making any representation or covenant or providing any 
materials or information requested by the IRS or other applicable Tax Authority, or Tax Advisor; 
provided that Adient shall not be required to make (or cause any Affiliate of Adient to make) any 
representation or covenant that is inconsistent with historical facts or as to future matters or 
events over which it has no control).  Johnson Controls shall reimburse Adient for all reasonable 
costs and expenses, including out-of-pocket expenses and expenses relating to the utilization of 
Adient personnel, incurred by the Adient Group in connection with such cooperation requested 
by Johnson Controls within ten (10) Business Days after receiving an invoice from Adient 
therefor. 
(d) Johnson Controls shall have sole and exclusive control over the process of 
obtaining any Ruling, and only Johnson Controls shall apply for a Ruling.  In connection with 
obtaining a Ruling, (A) Johnson Controls shall keep Adient informed in a timely manner of all 
material actions taken or proposed to be taken by Johnson Controls in connection therewith; (B) 
Johnson Controls shall (1) reasonably in advance of the submission of any request for a Ruling 
provide Adient with a draft copy thereof, (2) reasonably consider Adient’s comments on such 
draft copy, and (3) provide Adient with a final copy; and (C) Johnson Controls shall provide 
Adient with notice reasonably in advance of, and Adient shall have the right to attend, any 
formally scheduled meetings with the IRS or other applicable Tax Authority (subject to the 
approval of the IRS or other applicable Tax Authority) that relate to such Ruling.  Neither Adient 
nor any Adient Affiliate directly or indirectly controlled by Adient shall seek any guidance from 
the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning 
any of the Separation Transactions (including the impact of any transaction on any of the 
Separation Transactions). 
Section 6.04 Liability for Separation Tax Losses. 
(a) Notwithstanding anything in this Agreement or the Separation and Distribution 
Agreement to the contrary (and, in each case, regardless of whether a Ruling, Unqualified Tax 
Opinion or waiver described in clause (z) of Section 6.01(d) may have been obtained or 
provided), subject to Section 6.04(c), Adient shall be responsible for, and shall indemnify and 
hold harmless Johnson Controls and its Affiliates and each of their respective officers, directors
 - 30 - 
and employees from and against any Separation Tax Losses that are attributable to or result from 
any one or more of the following:  (A) the acquisition (other than pursuant to the Separation 
Transactions) of all or a portion of the stock or assets of Adient, any Old Johnson Controls 
Internal Controlled or any of their respective Affiliates (including any Adient Capital Stock or 
any Old Johnson Controls Internal Controlled Capital Stock) by any means whatsoever by any 
Person, (B) the acquisition (other than pursuant to the Separation Transactions) by Adient or any 
of its Affiliates of all or a portion of the stock or assets of any “domestic corporation” (within the 
meaning of Sections 7701(a)(3) and 7701(a)(4) of the Code) or any issuance of stock by Adient 
or any Old Johnson Controls Internal Controlled, (C) any negotiations, understandings, 
agreements or arrangements by Adient or any of its Affiliates with respect to transactions or 
events (including, without limitation, stock issuances pursuant to the exercise of stock options or 
otherwise, option grants, capital contributions or acquisitions, amendments or a series of such 
transactions or events) that cause any of the Old Johnson Controls Internal Distributions to be 
treated as part of a plan pursuant to which one or more Persons acquire, directly or indirectly, a 
Fifty-Percent or Greater Interest in any Old Johnson Controls Internal Controlled, (D) any action 
or failure to act by Adient after the Distribution (including, without limitation, any amendment to 
Adient’s or any Old Johnson Controls Internal Controlled’s certificate of incorporation (or other 
organizational documents), whether through a stockholder vote or otherwise) affecting the voting 
rights of the stock of Adient or any Old Johnson Controls Internal Controlled (including, without 
limitation, through the conversion of one class of stock into another class of stock), or (E) any 
act or failure to act by Adient or any Adient Affiliate described in Section 6.01 (regardless 
whether such act or failure to act is covered by a private letter ruling, Unqualified Tax Opinion 
or waiver described in clause (z) of Section 6.01(d) and regardless of whether such act or failure 
to act may have been permitted at the time it was taken (or not taken) pursuant to the penultimate 
sentence of Section 6.01(b)). 
(b) Notwithstanding anything in this Agreement or the Separation and Distribution 
Agreement to the contrary, subject to Section 6.04(c), Johnson Controls shall be responsible for, 
and shall indemnify and hold harmless Adient and its Affiliates and each of their respective of-
 ficers, directors and employees from and against any Separation Tax Losses that are attributable 
to, or result from, any one or more of the following:  (A) the acquisition (other than pursuant to 
the Separation Transactions or the Tyco Merger) of all or a portion of the stock or assets of John-
 son Controls or any of its Affiliates (including any Old Johnson Controls Internal Distributing 
Capital Stock) by any means whatsoever by any Person, (B) any negotiations, understandings, 
agreements or arrangements by Johnson Controls or any of its Affiliates with respect to transac-
 tions or events (including, without limitation, stock issuances pursuant to the exercise of stock 
options or otherwise, option grants, capital contributions or acquisitions, amendments or a series 
of such transactions or events) that cause any of the Old Johnson Controls Internal Distributions 
to be treated as part of a plan pursuant to which one or more Persons acquire, directly or indirect-
 ly, a Fifty-Percent or Greater Interest in any Old Johnson Controls Internal Distributing, or (C) 
any act or failure to act by Johnson Controls or a member of the Johnson Controls Group de-
 scribed in Section 6.02. 
(c) To the extent that any Separation Tax Loss is subject to indemnity under both 
Sections 6.04(a) and (b), responsibility for such Separation Tax Loss shall be shared by Johnson 
Controls and Adient according to relative fault as determined by Johnson Controls in good faith.
 - 31 - 
(d) Adient shall pay Johnson Controls the amount of any Separation Tax Losses for 
which Adient is responsible under this Section 6.04:  (A) in the case of Separation Tax Losses 
described in clause (i) of the definition of Separation Tax Losses, no later than two Business 
Days prior to the date Johnson Controls files, or causes to be filed, the applicable Tax Return 
(the “Filing Date”) (or, if such Separation Tax Losses arise pursuant to a Final Determination 
described in clause (a), (b) or (c) of the definition of “Final Determination,” then Adient shall 
pay Johnson Controls no later than two Business Days prior to the due date for making payment 
with respect to such Final Determination) and (B) in the case of Separation Tax Losses described 
in clause (ii) or (iii) of the definition of “Separation Tax Losses,” no later than two Business 
Days after the date Johnson Controls pays such Separation Tax Losses.  Johnson Controls shall 
pay Adient the amount of any Separation Tax Losses (described in clause (ii) or (iii) of the defi-
 nition of “Separation Tax Losses”) for which Johnson Controls is responsible under this Section 
6.04 no later than two Business Days after the date Adient pays such Separation Tax Losses.  
Each Company shall have the right to review the calculation of any Separation Tax Losses pre-
 pared by the other Company, including any related workpapers and other supporting documenta-
 tion. 
Section 6.05 Certain Elections.   
(a) If Johnson Controls determines, in its sole discretion, that a protective election 
under Section 336(e) of the Code (a “Section 336(e) Election”) shall be made with respect to any 
Old Johnson Controls Internal Distribution, Adient shall (and shall cause the relevant member of 
the Adient Group to) join with Johnson Controls or the relevant member of the Johnson Controls 
Group in the making of such election and shall take any action reasonably requested by Johnson 
Controls or that is otherwise necessary to give effect to such election (including making any oth-
 er related election permitted by applicable Law); provided, however, that Johnson Controls shall 
reimburse Adient (and any relevant member of the Adient Group) for all reasonable costs and 
expenses incurred by Adient (or any relevant member of the Adient Group) to amend any Tax 
Returns or amend or file any other governmental filings related to such Section 336(e) Election.  
If a Section 336(e) Election is made with respect to any Old Johnson Controls Internal Distribu-
 tion, then this Agreement shall be amended in such a manner, if any, as is determined by Johnson 
Controls in good faith to take into account such Section 336(e) Election. 
(b) If Johnson Controls determines, in its sole discretion, that an entity classification 
election pursuant to Treasury Regulations Section 301.7701-3(c) (a “Check-the-Box Election”) 
shall be made with respect to any member of the Adient Group effective as of, or before, the Dis-
 tribution Date, Adient shall (and shall cause all relevant members of the Adient Group to) make 
such election effective as of such date and shall take any action reasonably requested by Johnson 
Controls or that is otherwise necessary to give effect to such election (including making any oth-
 er related election).  If Johnson Controls requires any member of the Adient Group to file for re-
 lief with the IRS to make a late Check-the-Box Election, Johnson Controls shall reimburse 
Adient (and any relevant member of the Adient Group) for all reasonable costs and expenses in-
 curred by Adient (or any relevant member of the Adient Group) in connection with filing for 
such relief. 
Section 7. Assistance and Cooperation. 
Section 7.01 Assistance and Cooperation.
 - 32 - 
(a) The Companies shall cooperate (and cause their respective Affiliates to cooperate) 
with each other and with each other’s agents, including accounting firms and legal counsel, in 
connection with Tax matters relating to the Companies, including (i) preparing and filing Tax 
Returns, (ii) determining the liability for and amount of any Taxes due (including estimated 
Taxes) or the right to and amount of any Refund or any Tax Benefit, in each case, pursuant to 
this Agreement or otherwise, (iii) examinations of Tax Returns and (iv) any administrative or 
judicial proceeding in respect of Taxes assessed or proposed to be assessed.  Such cooperation 
shall include making available, upon reasonable notice, all information and documents in their 
possession relating to the other Company and its Affiliates as provided in Section 8.  Each of the 
Companies shall also make available to the other, as reasonably requested and available, 
personnel (including employees and agents of the Companies or their respective Affiliates) 
responsible for preparing, maintaining and interpreting information and documents relevant to 
Taxes, and personnel reasonably required as witnesses or for purposes of providing information 
or documents in connection with any administrative or judicial proceeding relating to Taxes. 
(b) Any information or documents provided under this Section 7 or Section 8 shall be 
kept confidential by the Company receiving the information or documents, except as may 
otherwise be necessary in connection with the filing of Tax Returns or in connection with any 
administrative or judicial proceedings relating to Taxes.  Notwithstanding any other provision in  
this Agreement to the contrary, (i) neither Johnson Controls nor any of its Affiliates shall be 
required to provide Adient or any of its Affiliates or any other Person access to or copies of any 
information, documents or procedures (including the proceedings of any Tax Contest) other than 
information, documents or procedures that relate to Adient or any other member of the Adient 
Group, the business or assets of Adient or any other member of the Adient Group and (ii) in no 
event shall either of the Companies or any of its respective Affiliates be required to provide the 
other Company or any of its respective Affiliates or any other Person access to or copies of any 
information if such action could reasonably be expected to result in the waiver of any Privilege.  
In addition, in the event that either Company determines that the provision of any information to 
the other Company or its Affiliates could be commercially detrimental, violate any Law or 
agreement or waive any Privilege, the parties shall use reasonable best efforts to permit 
compliance with its obligations under this Section 7 or Section 8 in a manner that avoids any 
such harm or consequence. 
Section 7.02 Tax Return Information.  Adient and Johnson Controls acknowledge that 
time is of the essence in relation to any request for information, assistance or cooperation made 
by Johnson Controls or Adient pursuant to this Agreement.  Adient and Johnson Controls 
acknowledge that failure to conform to the deadlines set forth herein or reasonable deadlines oth-
 erwise set by Johnson Controls or Adient could cause irreparable harm.  Each Company shall 
provide to the other Company information and documents relating to its Group required by the 
other Company to prepare Tax Returns.  Any information or documents the Responsible Compa-
 ny requires to prepare such Tax Returns shall be provided in such form as the Responsible Com-
 pany reasonably requests and in sufficient time for the Responsible Company to file such Tax 
Returns on a timely basis (but in no event later than ninety (90) days after such request). 
Section 7.03 Reliance by Johnson Controls.  If any member of the Adient Group sup-
 plies information to a member of the Johnson Controls Group in connection with Taxes and an 
officer of a member of the Johnson Controls Group signs a statement or other document under
 - 33 - 
penalties of perjury in reliance upon the accuracy of such information, then upon the written re-
 quest of such member of the Johnson Controls Group identifying the information being so relied 
upon, the chief financial officer of Adient (or any officer of Adient as designated by the chief 
financial officer of Adient) shall certify in writing that to his or her knowledge (based upon con-
 sultation with appropriate employees) the information so supplied is accurate and complete.  
Adient agrees to indemnify and hold harmless each member of the Johnson Controls Group and 
its directors, officers and employees from and against any fine, penalty or other cost or expense 
of any kind attributable to a member of the Adient Group having supplied, pursuant to this Sec-
 tion 7, a member of the Johnson Controls Group with inaccurate or incomplete information in 
connection with a Tax Liability. 
Section 7.04 Reliance by Adient.  If any member of the Johnson Controls Group sup-
 plies information to a member of the Adient Group in connection with a Tax Liability and an of-
 ficer of a member of the Adient Group signs a statement or other document under penalties of 
perjury in reliance upon the accuracy of such information, then upon the written request of such 
member of the Adient Group identifying the information being so relied upon, the chief financial 
officer of Johnson Controls (or any officer of Johnson Controls as designated by the chief finan-
 cial officer of Johnson Controls) shall certify in writing that to his or her knowledge (based upon 
consultation with appropriate employees) the information so supplied is accurate and complete.  
Johnson Controls agrees to indemnify and hold harmless each member of the Adient Group and 
its directors, officers and employees from and against any fine, penalty, or other cost or expense 
of any kind attributable to a member of the Johnson Controls Group having supplied, pursuant to 
this Section 7, a member of the Adient Group with inaccurate or incomplete information in con-
 nection with a Tax Liability. 
Section 8. Tax Records. 
Section 8.01 Retention of Tax Records.  Each Company shall preserve and keep all Tax 
Records (including emails and other digitally stored materials and related workpapers and other 
documentation) in its possession as of the date hereof or relating to Taxes of the Groups for Pre-
 Distribution Periods or Taxes or Tax matters that are the subject of this Agreement, in each case, 
for so long as the contents thereof may become material in the administration of any matter un-
 der the Code or other applicable Tax Law, but in any event until the later of (i) 90 days after the 
expiration of any applicable statutes of limitations (taking into account any extensions), or 
(ii) seven years after the Distribution Date (such later date, the “Retention Date”).  After the Re-
 tention Date, each Company may dispose of such Tax Records upon 90 days’ prior written notice 
to the other Company.  If, prior to the Retention Date, a Company reasonably determines that 
any Tax Records which it would otherwise be required to preserve and keep under this Section 8 
are no longer material in the administration of any matter under the Code or other applicable Tax 
Law and the other Company agrees, then such first Company may dispose of such Tax Records 
upon 90 days’ prior notice to the other Company.  Any notice of an intent to dispose given pur-
 suant to this Section 8.01 shall include a list of the Tax Records to be disposed of describing in 
reasonable detail each file, book or other record accumulation being disposed.  The notified 
Company shall have the opportunity, at its cost and expense, to copy or remove, within such 90-
 day period, all or any part of such Tax Records, and the other Company will then dispose of the 
same Tax Records.
 - 34 - 
Section 8.02 Access to Tax Records.  The Companies and their respective Affiliates 
shall make available to each other for inspection and copying during normal business hours upon 
reasonable notice all Tax Records (and, for the avoidance of doubt, any pertinent underlying data 
accessed or stored on any computer program or information technology system) to the extent 
reasonably required by the other Company in connection with the preparation of financial ac-
 counting statements, audits, litigation, the preparation of Tax Returns or the resolution of items 
under this Agreement. 
Section 8.03 Preservation of Privilege.  The parties hereto agree to cooperate and use 
commercially reasonable efforts to maintain Privilege with respect to any documentation relating 
to Taxes existing prior to the Distribution Date or Separation Tax Losses to which Privilege may 
reasonably be asserted (any such documentation, “Privileged Tax Documentation”).  No member 
of the Adient Group shall provide access to or copies of, or otherwise disclose to any Person, any 
Privileged Tax Documentation without the prior written consent of Johnson Controls, such con-
 sent not to be unreasonably withheld, conditioned or delayed.  No member of the Johnson Con-
 trols Group shall provide access to or copies of, or otherwise disclose to any Person, any Privi-
 leged Tax Documentation without the prior written consent of Adient, such consent not to be un-
 reasonably withheld, conditioned or delayed.  Notwithstanding any of the foregoing, (x) in the 
event that any governmental authority requests, outside of normal working hours, that either 
Company (or any of its Affiliates) provide to such governmental authority access to or copies of, 
or otherwise disclose, any Privileged Tax Documentation, (y) immediate compliance with such 
request is required under applicable Law, and (z) such Company attempts in good faith to obtain 
the prior written consent of the other Company but it is not able to do so, then, such Company 
shall be permitted to comply with such request by such governmental authority without obtaining 
the prior written consent of the other Company and shall as promptly as practicable inform the 
other Company of such request and the access and/or disclosure provided pursuant thereto. 
Section 9. Tax Contests. 
Section 9.01 Notice.  Each of the Companies shall provide prompt notice to the other 
Company of any written communication from a Tax Authority regarding any pending or threat-
 ened Tax audit, assessment or proceeding or other Tax Contest relating to Taxes, Refunds or Tax 
Benefits for which it may be entitled to indemnification by the other Company hereunder or for 
which it may be required to indemnify the other Company hereunder.  Such notice shall include 
copies of the pertinent portion of any written communication from a Tax Authority and contain 
factual information (to the extent known) describing any asserted Tax Liability and/or other rele-
 vant Tax matters in reasonable detail.  The failure of one Company to notify the other of such 
communication in accordance with the immediately preceding sentences shall not relieve such 
other Company of any liability or obligation to pay such Tax or make indemnification payments 
under this Agreement, except to the extent that the failure timely to provide such notification ac-
 tually prejudices the ability of such other Company to contest such Tax Liability (or contest any 
determination in respect of any Refund or Tax Benefit) or increases the amount of such Tax Lia-
 bility (or reduces the amount of such Refund or Tax Benefit). 
Section 9.02 Control of Tax Contests.
 - 35 - 
(a) Separate Returns.  Except in the case of any Competent Authority Proceeding 
(which shall be governed by Section 9.02(c)): 
(i) In the case of any Tax Contest with respect to any Johnson Controls Sepa-
 rate Return, Johnson Controls shall have exclusive control over such Tax Contest, includ-
 ing exclusive authority with respect to any settlement of such Tax Contest, subject to 
Section 9.02(d). 
(ii) In the case of any Tax Contest with respect to any Adient Separate Return, 
Adient shall have exclusive control over such Tax Contest, including exclusive authority 
with respect to any settlement of such Tax Contest, subject to Section 9.02(b) and Sec-
 tions 9.02(e) and (f). 
(b) Combined Returns, Non-Recoverable Transaction Tax Returns and Specified PRC 
Tax Returns.  Except in the case of any Competent Authority Proceeding (which shall be gov-
 erned by Section 9.02(c)), in the case of any Tax Contest with respect to any Combined Return, 
Non-Recoverable Transaction Tax Return or Specified PRC Tax Return, Johnson Controls shall 
have exclusive control over such Tax Contest, including exclusive authority with respect to any 
settlement of such Tax Contest, subject to Section 9.02(d). 
(c) Competent Authority Proceedings.  In the event that a Tax Authority proposes an 
adjustment with respect to a Tax Return of a Company (the “Adjusted Company”) or a member 
of its Group, and, in connection with such adjustment, a corresponding adjustment or other relief 
may be available to the other Company or a member of its Group pursuant to a Competent Au-
 thority Proceeding, the Adjusted Company shall promptly notify the other Company of such ad-
 justment and the Companies shall cooperate in good faith to determine whether to initiate a 
Competent Authority Proceeding to request such corresponding adjustment or other relief.  If the 
Companies initiate any such Competent Authority Proceeding, the Adjusted Company shall have 
the right to control such Competent Authority Proceeding; provided that (i) the Adjusted Com-
 pany shall keep the other Company reasonably informed in a timely manner of all significant de-
 velopments in respect of such Competent Authority Proceeding, and all significant actions taken 
or proposed to be taken by the Adjusted Company with respect to such Tax Contest, (ii) the Ad-
 justed Company shall timely provide the other Company with copies of any written materials 
prepared, furnished or received in connection with such Competent Authority Proceeding, (iii) 
the Adjusted Company shall consult with the other Company reasonably in advance of taking 
any significant action in connection with such Competent Authority Proceeding, (iv) the Adjust-
 ed Company shall consult with the other Company and offer the other Company a reasonable 
opportunity to comment before submitting any written materials prepared or furnished in connec-
 tion with such Competent Authority Proceeding and shall consider the other Company’s com-
 ments in good faith, (v) the Adjusted Company shall conduct such Competent Authority Pro-
 ceeding diligently and in good faith as if it were the only party in interest in connection with such 
Competent Authority Proceeding, and (vi) the Adjusted Company shall not settle, compromise or 
abandon any such Competent Authority Proceeding without the prior written consent of the other 
Company, which consent shall not be unreasonably withheld, conditioned or delayed.  The other 
Company shall cooperate with the Adjusted Company (including by providing any necessary in-
 formation reasonably requested by the Adjusted Company) with respect to the conduct of any 
such Competent Authority Proceeding.  In making any decisions in connection with any Compe-
 tent Authority Proceeding described in this Section 9.02(c) (including the determination whether
 - 36 - 
to initiate such Competent Authority Proceeding, relief to be sought pursuant to such Competent 
Authority Proceeding and actions to be taken in connection with such Competent Authority Pro-
 ceeding), the Companies shall seek to minimize the aggregate Tax Liability of the Johnson Con-
 trols Group and the Adient Group. 
(d) Adient Rights.  In the case of any Tax Contest described in Section 9.02(a)(i) or 
(b) (other than, in each case, any Tax Contest described in Section 9.02(f)), if (x) as a result of 
such Tax Contest, Adient could reasonably be expected to (A) become liable to make any in-
 demnification payment to Johnson Controls hereunder in excess of $1 million or (B) not have 
Foreign Corporation Status as of immediately after the Distribution and (y) Johnson Controls has 
control of such Tax Contest pursuant to Section 9.02(a)(i) or (b), as applicable, then (i) Johnson 
Controls shall keep Adient reasonably informed in a timely manner of all significant develop-
 ments in respect of such Tax Contest and all significant actions taken or proposed to be taken by 
Johnson Controls with respect to such Tax Contest, (ii) Johnson Controls shall timely provide 
Adient with copies of any written materials prepared, furnished or received in connection with 
such Tax Contest, (iii) Johnson Controls shall consult with Adient reasonably in advance of tak-
 ing any significant action in connection with such Tax Contest, (iv) Johnson Controls shall con-
 sult with Adient, offer Adient a reasonable opportunity to comment before submitting any writ-
 ten materials prepared or furnished in connection with such Tax Contest and shall consider 
Adient’s comments in good faith, (v) Johnson Controls shall defend such Tax Contest diligently 
and in good faith as if it were the only party in interest in connection with such Tax Contest, and 
(vi) Johnson Controls shall not settle, compromise or abandon any such Tax Contest in a manner 
that would disproportionately disadvantage Adient and, in determining whether to settle, com-
 promise or abandon any such Tax Contest, Johnson Controls shall otherwise make such determi-
 nation in good faith as if it were the only party in interest in connection with such Tax Contest. 
(e) Johnson Controls Rights.  In the case of any Tax Contest described in Section 
9.02(a)(ii), if (x) as a result of such Tax Contest, Johnson Controls could reasonably be expected 
to become liable to make any indemnification payment to Adient hereunder in excess of $1 mil-
 lion and (y) Adient has the right to control such Tax Contest pursuant to Section 9.02(a)(ii), then 
(i) Adient shall keep Johnson Controls reasonably informed in a timely manner of all significant 
developments in respect of such Tax Contest and all significant actions taken or proposed to be 
taken by Adient with respect to such Tax Contest, (ii) Adient shall timely provide Johnson Con-
 trols with copies of any written materials prepared, furnished or received in connection with such 
Tax Contest, (iii) Adient shall consult with Johnson Controls reasonably in advance of taking 
any significant action in connection with such Tax Contest, (iv) Adient shall consult with John-
 son Controls and offer Johnson Controls a reasonable opportunity to comment before submitting 
any written materials prepared or furnished in connection with such Tax Contest and shall con-
 sider Johnson Controls’ comments in good faith, (v) Adient shall defend such Tax Contest dili-
 gently and in good faith as if it were the only party in interest in connection with such Tax Con-
 test, and (vi) Adient shall not settle, compromise or abandon any such Tax Contest without ob-
 taining the prior written consent of Johnson Controls, which consent shall not be unreasonably 
withheld, conditioned or delayed; provided that, in the case of any Tax Contest with respect to 
any Electronics Entity, to the extent such Tax Contest involves a claim that could reasonably be 
expected to result in Electronics Business Taxes and Taxes that are not Electronics Business 
Taxes (an “Electronics Tax Contest”), (A) the Companies shall cooperate to separate such Elec-
 tronics Tax Contest into two Tax Contests, one Tax Contest relating exclusively to Electronics
 - 37 - 
Business Taxes (over which Tax Contest Johnson Controls shall have exclusive control, includ-
 ing exclusive authority with respect to any settlement, subject to Section 9.02(b) and Section 
9.02(d)) and the other Tax Contest relating to all other Taxes of any Electronics Entity (over 
which Tax Contest Adient shall have exclusive control, including exclusive authority with re-
 spect to any settlement, subject to this Section 9.02(e) (other than this proviso)) and (B) if it is 
not possible to separate such Tax Contest in the manner set forth in clause (A), the Controlling 
Party shall have the right to control such Tax Contest, provided that the foregoing provisions of 
this Section 9.02(e) (other than this proviso) shall apply to such Tax Contest (for this purpose, 
substituting the term “Controlling Party,” for the term “Adient” and substituting the term “Non-
 Controlling Party” for the term “Johnson Controls”).  For purposes of this Section 9.02(e), in the 
case of any Electronics Tax Contest, the Controlling Party shall be whichever of Adient or John-
 son Controls would be reasonably expected to bear the greater Tax Liability in connection with 
such Electronics Tax Contest, and the Non-Controlling Party shall be whichever Company is not 
the Controlling Party with respect to such Electronics Tax Contest.  
(f) Separation Related Tax Contests.  Johnson Controls shall have exclusive control 
over any Separation Related Tax Contest, including exclusive authority with respect to any set-
 tlement of such Tax Contest, subject to the following provisions of this Section 9.02(f).  In the 
event of any Separation Related Tax Contest as a result of which Adient could reasonably be ex-
 pected to (x) become liable for any Separation Tax Losses or (y) not have Foreign Corporation 
Status as of immediately after the Distribution, (A) Johnson Controls shall keep Adient reasona-
 bly informed in a timely manner of all significant developments in respect of such Tax Contest 
and all significant actions taken or proposed to be taken by Johnson Controls with respect to such 
Tax Contest, (B) Johnson Controls shall timely provide Adient with copies of any written mate-
 rials prepared, furnished or received in connection with such Tax Contest, (C) Johnson Controls 
shall consult with Adient reasonably in advance of taking any significant action in connection 
with such Tax Contest, and (D) Johnson Controls shall offer Adient a reasonable opportunity to 
comment before submitting any written materials prepared or furnished in connection with such 
Tax Contest.  Notwithstanding anything in the preceding sentence to the contrary, the final de-
 termination of the positions taken, including with respect to settlement or other disposition, in 
any Separation Related Tax Contest shall be made in the sole discretion of Johnson Controls and 
shall be final and not subject to the dispute resolution provisions of Section 13 of this Agreement 
or Article VII of the Separation and Distribution Agreement. 
(g) Power of Attorney. 
(i) Each member of the Adient Group shall execute and deliver to Johnson 
Controls (or such member of the Johnson Controls Group as Johnson Controls shall des-
 ignate) any power of attorney or other similar document reasonably requested by Johnson 
Controls (or such designee) in connection with any Tax Contest controlled by Johnson 
Controls that is described in this Section 9. 
(ii) Each member of the Johnson Controls Group shall execute and deliver to 
Adient (or such member of the Adient Group as Adient shall designate) any power of 
attorney or other similar document reasonably requested by Adient (or such designee) in 
connection with any Tax Contest controlled by Adient that is described in this Section 9.
 - 38 - 
Section 10. Effective Date; Termination of Prior Intercompany Tax Allo-
 cation Agreements.  This Agreement shall be effective as of the Effective Time.  To the 
knowledge of the parties hereto, there are no prior intercompany Tax allocation agreements or 
arrangements solely between or among Johnson Controls and/or any of its Subsidiaries, on the 
one hand, and Adient and/or any of its Subsidiaries, on the other hand and no termination of any 
such arrangement or agreement, or any settlement of amounts owing in respect of any such ar-
 rangement or agreement should be required.  To the extent that, contrary to the expectation of the 
parties, there is any such intercompany arrangement or agreement in place as of immediately 
prior to the Effective Time, (i) such arrangement or agreement shall be deemed terminated with 
effect as of the Effective Time, and (ii) amounts due under such agreements as of the date on 
which the Effective Time occurs shall be settled as promptly as practicable.  Upon such settle-
 ment, no further payments by or to Johnson Controls or any of its Subsidiaries or by or to Adient 
or any of its Subsidiaries with respect to such agreements shall be made, and all other rights and 
obligations resulting from such agreements between the Companies and their Affiliates shall 
cease at such time.  Any payments pursuant to such agreements shall be disregarded for purposes 
of computing amounts due under this Agreement.  
Section 11. Survival of Obligations.  The representations, warranties, cove-
 nants and agreements set forth in this Agreement shall be unconditional and absolute and shall 
remain in effect without limitation as to time. 
Section 12. Treatment of Payments; Tax Gross-Up. 
Section 12.01 Treatment of Tax Indemnity and Tax Benefit Payments.  In the absence of 
any change in Tax treatment under the Code or other applicable Tax Law and except as other-
 wise agreed between the Companies, for all Income Tax purposes, the Companies agree to treat, 
and to cause their respective Affiliates to treat, (i) any indemnity payment required by this 
Agreement or by the Separation and Distribution Agreement, as applicable (in the case of each of 
clauses (A), (B) and (C), subject to clause (D)), (A) in the case of an indemnity payment attribut-
 able to the Distribution, a contribution by Johnson Controls to Adient or a distribution by Adient 
to Johnson Controls, as the case may be, occurring immediately prior to the Distribution (but on-
 ly to the extent the payment does not relate to a Tax allocated to the payor in accordance with 
Section 1552 of the Code or the Treasury Regulations thereunder or Treasury Regulation Section 
1.1502-33(d) (or under corresponding principles of other applicable Tax Laws)), (B) in the case 
of an indemnity payment attributable to an Old Johnson Controls Internal Distribution or Old 
Johnson Controls Internal Contribution, a contribution by the relevant Old Johnson Controls In-
 ternal Distributing to the relevant Old Johnson Controls Internal Controlled or a distribution by 
the relevant Old Johnson Controls Internal Controlled to the relevant Old Johnson Controls In-
 ternal Distributing, as the case may be, occurring immediately prior to the relevant Old Johnson 
Controls Internal Distribution, (C) in the case of an indemnity payment attributable to the Old 
Johnson Controls Jersey SpinCo Sale or the TSub Jersey SpinCo Sale or any sale of the Adient 
Assets or assumption of the Adient Liabilities pursuant to the Separation Transactions, an ad-
 justment to the purchase price, or (D) in the case of an indemnity payment attributable to a trans-
 fer of Adient Assets or assumption of Adient Liabilities (other than pursuant to a sale), or in any 
other case described in clauses (A), (B) or (C) above to the extent appropriate, as payments of an 
assumed or retained liability; and (ii) any payment of interest or State Income Taxes by or to a
 - 39 - 
Tax Authority, as taxable or deductible, as the case may be, to the Company entitled under this 
Agreement to retain such payment or required under this Agreement to make such payment. 
Section 12.02 Tax Gross-Up.  If notwithstanding the manner in which payments de-
 scribed in clause (i) of Section 12.01 were reported, there is an adjustment to the Tax Liability of 
a Company as a result of its receipt of a payment pursuant to this Agreement or the Separation 
and Distribution Agreement, such payment shall be appropriately adjusted so that the amount of 
such payment, reduced by the amount of all Income Taxes payable with respect to the receipt 
thereof (but taking into account all correlative Tax Benefits resulting from the payment of such 
Income Taxes), shall equal the amount of the payment which the Company receiving such pay-
 ment would otherwise be entitled to receive. 
Section 12.03 Interest.  Anything herein to the contrary notwithstanding, to the extent 
one Company (“Indemnitor”) makes a payment of interest to another Company (“Indemnitee”) 
under this Agreement with respect to the period from the date that the Indemnitee made a pay-
 ment of Tax to a Tax Authority to the date that the Indemnitor reimbursed the Indemnitee for 
such Tax payment, the interest payment shall be treated as interest expense to the Indemnitor 
(deductible to the extent provided by Law) and as interest income by the Indemnitee (includible 
in income to the extent provided by Law).  The amount of the payment shall not be adjusted to 
take into account any associated Tax Benefit to the Indemnitor or increase in Tax to the Indem-
 nitee. 
Section 13. Disagreements. 
Section 13.01 Dispute Resolution.  The Companies desire that collaboration will contin-
 ue between them.  Accordingly, they will try, and they will cause their respective Group mem-
 bers to try, to resolve in good faith all disagreements regarding their respective rights and obliga-
 tions under this Agreement, including any amendments hereto.  In furtherance thereof, in the 
event of any dispute or disagreement (other than a High-Level Dispute) (a “Tax Advisor Dis-
 pute”) between any member of the Johnson Controls Group and any member of the Adient 
Group as to the interpretation of any provision of this Agreement or the performance of obliga-
 tions hereunder, the Tax departments of the Companies shall negotiate in good faith to resolve 
the Tax Advisor Dispute.  If such good faith negotiations do not resolve the Tax Advisor Dis-
 pute, then the matter will be referred to a Tax Advisor acceptable to each of the Companies.  The 
Tax Advisor may, in its discretion, obtain the services of any third-party appraiser, accounting 
firm or consultant that the Tax Advisor deems necessary to assist it in resolving such disagree-
 ment.  The Tax Advisor shall furnish written notice to the Companies of its resolution of any 
such Tax Advisor Dispute as soon as practicable, but in any event no later than forty-five (45) 
days after its acceptance of the matter for resolution.  Any such resolution by the Tax Advisor 
shall be consistent with the terms of this Agreement, and if so consistent, shall be conclusive and 
binding on the Companies.  Following receipt of the Tax Advisor’s written notice to the Compa-
 nies of its resolution of the Tax Advisor Dispute, the Companies shall each take or cause to be 
taken any action necessary to implement such resolution of the Tax Advisor.  In accordance with 
Section 15, each Company shall pay its own fees and expenses (including the fees and expenses 
of its representatives) incurred in connection with the referral of the matter to the Tax Advisor.  
All fees and expenses of the Tax Advisor in connection with such referral shall be shared equally 
by the Companies.  Any High-Level Dispute shall be resolved pursuant to the procedures set 
forth in Article VII of the Separation and Distribution Agreement.
 - 40 - 
Section 13.02 Injunctive Relief.  Nothing in this Section 13 will prevent either Company 
from seeking injunctive relief if reasonably necessary to avoid irreparable harm.  Notwithstand-
 ing anything to the contrary in this Agreement, the Separation and Distribution Agreement or 
any Ancillary Agreement, Johnson Controls and Adient are the only members of their respective 
Groups entitled to commence a dispute resolution procedure under this Agreement, and each of 
Johnson Controls and Adient will cause its respective Group members not to commence any dis-
 pute resolution procedure other than through such party as provided in this Section 13. 
Section 14. Late Payments.  Any amount owed by one party to another party 
under this Agreement which is not paid when due shall bear interest at the Prime Rate plus two 
percent (2%), compounded semiannually, from the due date of the payment to the date paid.  To 
the extent interest required to be paid under this Section 14 duplicates interest required to be paid 
under any other provision of this Agreement, interest shall be computed at the higher of the in-
 terest rate provided under this Section 14 or the interest rate provided under such other provision. 
Section 15. Expenses.  Except as otherwise provided in this Agreement, each 
party and its Affiliates shall bear their own expenses incurred in connection with preparation of 
Tax Returns, Tax Contests, and other matters related to Taxes under the provisions of this 
Agreement. 
Section 16. General Provisions. 
Section 16.01 Addresses and Notices.  All notices, requests, claims, demands or other 
communications under this Agreement shall be in writing, together with a copy by electronic 
mail (which shall not constitute notice), and shall be given or made (and shall be deemed to have 
been duly given or made upon acknowledgment of receipt) by delivery in person, by overnight 
courier service or by registered or certified mail (postage prepaid, return receipt requested) to the 
respective Companies at the following addresses (or at such other address for a Company as shall 
be specified in a notice given in accordance with this Section 16.01):  
If to Johnson Controls:  
Johnson Controls International plc 
5757 North Green Bay Avenue 
Milwaukee, Wisconsin 53209 
Attention:  General Counsel 
Email:  CO-General.Counsel@jci.com 
 
If to Adient:  
Adient Limited 
833 East Michigan Street, Suite 1100 
Milwaukee, Wisconsin 53202 
Attention: General Counsel 
Email:  CO-General.Counsel@adient.com
 - 41 - 
A Company may, by notice to the other Company, change the address to which such notices are 
to be given. 
Section 16.02 Assignability.  This Agreement shall be binding upon and inure to the ben-
 efit of the parties hereto and their successors and permitted assigns; provided that neither Com-
 pany nor any such party thereto may assign its rights or delegate its obligations under this 
Agreement without the express prior written consent of the other Company hereto.  Notwith-
 standing the foregoing, no such consent shall be required for the assignment of a party’s rights 
and obligations under this Agreement and the Ancillary Agreements (except as may be otherwise 
provided in any such Ancillary Agreement) in whole (i.e., the assignment of a party’s rights and 
obligations under this Agreement and all Ancillary Agreements all at the same time) in connec-
 tion with a change of control of a Company so long as the resulting, surviving or transferee Per-
 son assumes all the obligations of the relevant party thereto by operation of Law or pursuant to 
an agreement in form and substance reasonably satisfactory to the other Company. Nothing in 
this Section 16.02 is intended to, or shall be construed to, prohibit either Company or any mem-
 ber of its Group from being party to or undertaking a change of control. 
Section 16.03 Waiver.  Waiver by a Company of any default by the other Company of 
any provision of this Agreement shall not be deemed a waiver by the waiving Company of any 
subsequent or other default, nor shall it prejudice the rights of the other Company.  No failure or 
delay by a Company in exercising any right, power or privilege under this Agreement shall oper-
 ate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further 
exercise thereof or the exercise of any other right, power or privilege. 
Section 16.04 Severability.  If any provision of this Agreement or the application thereof 
to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, 
void or unenforceable, the remaining provisions hereof, or the application of such provision to 
Persons or circumstances or in jurisdictions other than those as to which it has been held invalid 
or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired 
or invalidated thereby.  Upon such determination, the Companies shall negotiate in good faith in 
an effort to agree upon such a suitable and equitable provision to effect the original intent of the 
Companies. 
Section 16.05 Authority.  Johnson Controls represents on behalf of itself and each other 
member of the Johnson Controls Group, and Adient represents on behalf of itself and each other 
member of the Adient Group, as follows:  (i) each such Person has the requisite corporate or oth-
 er power and authority and has taken all corporate or other action necessary in order to execute, 
deliver and perform this Agreement and to consummate the transactions contemplated hereby; 
and (ii) this Agreement has been duly executed and delivered by it and constitutes a valid and 
binding agreement of it enforceable in accordance with the terms thereof. 
Section 16.06 Further Action.  The parties shall execute and deliver all documents, pro-
 vide all information, and take or refrain from taking action as may be necessary or appropriate to 
achieve the purposes of this Agreement, including the execution and delivery to the other parties 
and their Affiliates and representatives of such powers of attorney or other authorizing documen-
 tation as is reasonably necessary or appropriate in connection with Tax Contests (or portions 
thereof) under the control of such other parties in accordance with Section 9.
 - 42 - 
Section 16.07 Integration.  This Agreement, the Ancillary Agreements and the Exhibits, 
Schedules and appendices hereto and thereto contain the entire agreement between the Compa-
 nies with respect to the subject matter hereof, supersede all previous agreements, negotiations, 
discussions, writings, understandings, commitments and conversations with respect to such sub-
 ject matter, and there are no agreements or understandings between the Companies other than 
those set forth or referred to herein or therein.  In the event of any inconsistency between this 
Agreement, the Separation and Distribution Agreement, any other agreements relating to the 
transactions contemplated by the Separation and Distribution Agreement, or the Tax Allocation 
Agreement, with respect to matters addressed herein, the provisions of this Agreement shall con-
 trol. 
Section 16.08 Construction.  The language in all parts of this Agreement shall in all cas-
 es be construed according to its fair meaning and shall not be strictly construed for or against any 
party.  The captions, titles and headings included in this Agreement are for convenience only, 
and do not affect this Agreement’s construction or interpretation.  Unless otherwise indicated, all 
“Section” references in this Agreement are to sections of this Agreement. 
Section 16.09 No Double Recovery.  No provision of this Agreement shall be construed 
to provide an indemnity or other recovery for any costs, damages, or other amounts for which the 
damaged party has been fully compensated under any other provision of this Agreement or under 
any other agreement or action at Law or equity.  Unless expressly required in this Agreement, a 
party shall not be required to exhaust all remedies available under other agreements or at Law or 
equity before recovering under the remedies provided in this Agreement. 
Section 16.10 Currency.  All amounts payable pursuant to this Agreement shall be paya-
 ble in U.S. dollars, based on the conversion rate used at the time that the obligation to pay arises 
in the financial reporting systems of the party receiving such payment. 
Section 16.11 Counterparts.  This Agreement may be executed in one or more counter-
 parts, all of which shall be considered one and the same agreement, and shall become effective 
when one or more counterparts have been signed by each of the Companies and delivered to the 
other Company.  Each Company acknowledges that it and each other Company is executing cer-
 tain of the Ancillary Agreements by facsimile, stamp or mechanical signature, and that delivery 
of an executed counterpart of a signature page to this Agreement (whether executed by manual, 
stamp or mechanical signature) by facsimile or by email in portable document format (.pdf) shall 
be effective as delivery of such executed counterpart of this Agreement.  Each Company ex-
 pressly adopts and confirms each such facsimile, stamp or mechanical signature (regardless of 
whether delivered in person, by mail, by courier, by facsimile or by email in portable document 
format (.pdf)) made in its respective name as if it were a manual signature delivered in person, 
agrees that it will not assert that any such signature or delivery is not adequate to bind such 
Company to the same extent as if it were signed manually and delivered in person and agrees 
that, at the reasonable request of the other Company at any time, it will as promptly as reasona-
 bly practicable cause this Agreement to be manually executed (such execution to be as of the 
date of the initial date thereof) and delivered in person, by mail or by courier. 
Section 16.12 Governing Law.  This Agreement (and any claims or disputes arising out 
of or related hereto or to the transactions contemplated hereby or to the inducement of any party 
to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predi-
 - 43 - 
cated on common Law, statute or otherwise) shall be governed by and construed and interpreted 
in accordance with the Laws of the State of New York irrespective of the choice of laws princi-
 ples of the State of New York including all matters of validity, construction, effect, enforceabil-
 ity, performance and remedies. 
Section 16.13 Jurisdiction.  If any dispute arises out of or in connection with this 
Agreement, except as expressly contemplated by another provision of this Agreement, the parties 
irrevocably (and the parties will cause each other member of their respective Group to irrevoca-
 bly) (a) consent and submit to the exclusive jurisdiction of any federal court sitting in the Bor-
 ough of Manhattan in The City of New York (or, only if such court lacks subject matter jurisdic-
 tion, in any New York State court sitting in the Borough of Manhattan in The City of New 
York), (b) waive any claims of forum non conveniens, and agree to submit to the jurisdiction of 
such courts, as provided in New York General Obligations Law § 5-1402, (c) agree that service 
of any process, summons, notice or document by United States registered mail to each Compa-
 ny’s respective address set forth in Section 16.01 shall be effective service of process for any lit-
 igation brought against it in any such court or for the taking of any other acts as may be neces-
 sary or appropriate in order to effectuate any judgment of said courts and (d) WAIVE TO THE 
FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL OR ADJUDICATION 
BY JURY. 
Section 16.14 Amendment.  No provisions of this Agreement shall be deemed waived, 
amended, supplemented or modified by a Company, unless such waiver, amendment, supple-
 ment or modification is in writing and signed by the authorized representative of the Company 
against whom it is sought to enforce such waiver, amendment, supplement or modification. 
Section 16.15 Adient Subsidiaries.  If, at any time, Adient acquires or creates one or 
more subsidiaries that are includable in the Adient Group, they shall be subject to this Agreement 
and all references to the Adient Group herein shall thereafter include a reference to such subsidi-
 aries. 
Section 16.16 Successors.  This Agreement shall be binding on and inure to the benefit 
of any successor by merger, acquisition of assets, or otherwise, to any of the parties hereto (in-
 cluding, but not limited to, any successor of Johnson Controls or Adient succeeding to the Tax 
attributes of either under Section 381 of the Code), to the same extent as if such successor had 
been an original party to this Agreement. 
Section 16.17 Injunctions.  Subject to the provisions of Section 13, the parties 
acknowledge that irreparable damage would occur in the event that any of the provisions of this 
Agreement were not performed in accordance with its specific terms or were otherwise breached.  
The parties hereto shall be entitled to an injunction or injunctions to prevent breaches of the pro-
 visions of this Agreement and to enforce specifically the terms and provisions hereof in any 
court having jurisdiction, such remedy being in addition to any other remedy to which they may 
be entitled at Law or in equity.
 - 44 - 
IN WITNESS WHEREOF, each party has caused this Agreement to be executed on its behalf by 
a duly authorized officer on the date first set forth above. 
JOHNSON CONTROLS INTERNATIONAL PLC  
By: /s/ Brian J. Stief   
Name: Brian J. Stief  
Title: Executive Vice President and Chief Financial Officer  
  
  
  
ADIENT LIMITED 
 
 
By: /s/ Cathleen A. Ebacher   
Name: Cathleen A. Ebacher  
Title: Vice President, General Counsel and Secretary  
  
  
  
 
[Signature Page to Tax Matters Agreement]