Johnson Controls International (JCI) 10-K risk factor changes: FY2019 vs FY2018

[removed: Risks] [added: Risks] Relating to Business [removed: Operations][added: Operations]

[removed: General] [added: General] economic, credit and capital market conditions could adversely affect our financial performance, our ability to grow or sustain our businesses and our ability to access the capital [removed: markets.][added: markets.]

[removed: Some] [added: Some] of the industries in which we operate are cyclical and, accordingly, demand for our products and services could be adversely affected by downturns in these [removed: industries.][added: industries.]

[added: Additionally,] volatility in commodity prices can negatively affect the level of these activities and can result in postponement of capital spending decisions or the delay or cancellation of existing orders.

Many of our customers [added: inside and] outside of the industrial and commercial sectors, including governmental and institutional customers, have experienced budgetary constraints as sources of revenue have been negatively impacted by adverse [added: or stagnant] economic conditions.

[removed: Volatility] [added: Volatility] in commodity prices may adversely affect our results of [removed: operations.][added: operations.]

Increases in commodity costs can negatively impact the profitability of orders in backlog as prices on such orders are typically fixed; therefore, in the [removed: short-term we cannot] [added: short-term, our ability to] adjust for changes in certain commodity [removed: prices.][added: prices is limited.]

[removed: We] [added: We] rely on our global direct installation channel for a significant portion of our revenue.

Failure to maintain and grow the installed base resulting from direct channel sales could adversely affect our [removed: business.][added: business.]

[removed: If we are unable] to [removed: maintain or grow this installation business, whether due to changes in economic conditions, a failure to anticipate changing customer needs, a failure to] introduce innovative or technologically advanced solutions, or for any other reason, our installation revenue could decline, which could in turn adversely impact our product pull through and our ability to grow service and monitoring revenue.

[removed: Our] [added: Our] future growth is dependent upon our ability to develop or acquire new technologies that achieve market acceptance with acceptable [removed: margins.][added: margins.]

Our ability to develop or acquire new [removed: products and] [added: products,] services [added: and technologies] requires the investment of significant resources.

In addition, the markets for our [removed: products and] [added: products,] services [added: and technologies] may not develop or grow as we anticipate.

[removed: As a result, the] [added: The] failure of our technology, products or services to gain market [removed: acceptance, the potential for product defects, product quality issues,] [added: acceptance due to more attractive offerings by our competitors] or the [removed: obsolescence] [added: failure to address any] of [removed: our products and services] [added: the above factors] could significantly reduce our revenues, increase our operating costs or otherwise materially and adversely affect our business, financial condition, results of operations and cash flows.

[removed: Risks] [added: Risks] associated with our non-U.S. operations could adversely affect our business, financial condition and results of [removed: operations.][added: operations.]

These and other factors may have a material adverse effect on our [removed: non-U.S. operations and therefore on our] business and results of operations.

[removed: Our] [added: Our] businesses operate in regulated industries and are subject to a variety of complex and continually changing laws and [removed: regulations.][added: regulations.]

[added: In addition, failure to] comply with any applicable laws or regulations could result in substantial fines or revocation of our operating permits and licenses.

[removed: Due to] the [removed: international scope of our operations, the system of laws and regulations to which we are subject is complex and includes regulations issued by the] U.S. [removed: Customs and Border Protection, the U.S. Department of Commerce's Bureau of Industry and Security, the U.S.] Treasury Department's Office of Foreign Assets Control and various non U.S. governmental agencies, including applicable export controls, anti-trust, customs, [removed: data privacy restrictions,] currency exchange control and transfer pricing regulations, laws regulating the foreign ownership of assets, and laws governing certain materials that may be in our products.

[removed: Further,] [added: For example,] existing free trade laws and regulations, such as the North American Free Trade Agreement, or any successor agreement, provide certain beneficial duties and tariffs for qualifying imports and exports, subject to compliance with the applicable classification and other requirements.

[removed: We] [added: We] could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and similar anti-bribery laws around the [removed: world.][added: world.]

[removed: We] [added: We] are subject to risks arising from regulations applicable to companies doing business with the U.S. [removed: government.][added: government.]

[added: In addition, various U.S. federal and] state legislative proposals have been made in the past that would deny governmental contracts to U.S. companies that have moved their corporate location abroad.

[removed: Infringement] [added: Infringement] or expiration of our intellectual property rights, or allegations that we have infringed the intellectual property rights of third parties, could negatively affect [removed: us.][added: us.]

We cannot guarantee, however, that the steps we have taken to protect our intellectual property will be adequate to prevent infringement of our rights or misappropriation [added: or theft] of our technology, trade secrets or know-how.

[removed: Global] [added: Global] climate change could negatively affect our [removed: business.][added: business.]

Such regulatory uncertainty extends to incentives, [removed: that] [added: which] if discontinued, could adversely impact the demand for energy efficient [removed: buildings and batteries for energy efficient vehicles,] [added: buildings,] and could increase costs of compliance.

There is a [removed: growing] [added: general] consensus that greenhouse gas emissions are linked to global climate changes.

For example, the demand for our products and services, such as residential air conditioning [removed: equipment and automotive replacement batteries,] [added: equipment,] may be affected by unseasonable weather conditions.

[removed: Potential] [added: Potential] liability for environmental contamination could result in substantial [removed: costs.][added: costs.]

We have projects underway at multiple current and former manufacturing [added: and testing] facilities to investigate and remediate environmental contamination resulting from past operations by us or by other businesses that previously owned or used the [removed: properties.][added: properties, including our Fire Technology Center and Stanton Street manufacturing facility located in Marinette, Wisconsin.]

These projects relate to a variety of activities, including [added: arsenic,] solvent, oil, metal, lead, perfluorooctane sulfonate ("PFOS"), perfluorooctanoic acid ("PFOA") [added: and/or other per-] and [added: poly fluorinated substances ("PFAS") and] other hazardous substance contamination cleanup; and structure decontamination and demolition, including asbestos abatement.

[removed: We] [added: We] are subject to requirements relating to environmental and safety regulations and environmental remediation [removed: matters, including those related to the manufacturing and recycling of lead-acid batteries,] [added: matters] which could adversely affect our business, results of operation and [removed: reputation.][added: reputation.]

We are subject to numerous federal, state and local environmental laws and regulations governing, among other things, solid and hazardous waste storage, treatment and disposal, and remediation of releases of hazardous [removed: materials, including as it pertains to lead, the primary material used in the manufacture of lead-acid batteries.][added: materials.]

[removed: We] [added: We] are party to asbestos-related product litigation that could adversely affect our financial condition, results of operations and cash [removed: flows.][added: flows.]

We cannot predict with certainty the extent to which we will be successful in litigating or otherwise resolving lawsuits in the future and we continue to evaluate different strategies related to asbestos claims filed against us including [removed: entity restructuring and judicial relief.]

[removed: Risks] [added: Risks] related to our defined benefit retirement plans may adversely impact our results of operations and cash [removed: flow.][added: flow.]

[removed: We] [added: We] may be unable to realize the expected benefits of our restructuring actions, which could adversely affect our profitability and [removed: operations.][added: operations.]

To align our resources with our growth strategies, operate more efficiently and control costs, we periodically announce restructuring plans, which may include workforce reductions, global plant closures and consolidations, asset impairments and other cost reduction [added: initiatives.]

[removed: Negative] [added: Negative] or unexpected tax consequences could adversely affect our results of [removed: operations.][added: operations.]

If we are unable to maintain or grow this installation business, whether due to changes in economic conditions, a failure to anticipate changing customer needs, a failure

We must also attract, develop and retain individuals with the requisite technical expertise and understanding of customers' needs to develop new technologies and introduce new products, particularly as we increase investment in our digital solutions businesses.

We must also monitor disruptive technologies and business models.

Due to the international scope of our operations, the system of laws and regulations to which we are subject is complex and includes regulations issued by the U.S. Customs and Border Protection, the U.S. Department of Commerce's Bureau of Industry and Security,

Cybersecurity incidents could disrupt business operations, result in the loss of critical and confidential information, and adversely impact our reputation and results of operations.

Global cybersecurity threats and incidents can range from uncoordinated individual attempts to gain unauthorized access to IT systems to sophisticated and targeted measures known as advanced persistent threats, directed at the Company, its products, its customers and/or its third party service providers, including cloud providers.

Our customers, including the U.S. government, are increasingly requiring cybersecurity protections and mandating cybersecurity standards in our products, and we may incur additional costs to comply with such demands.

While we have experienced, and expect to continue to experience, these types of threats and incidents, none of them to date have been material to the Company.

We seek to deploy comprehensive measures to deter, prevent, detect, respond to and mitigate these threats, including identity and access controls, data protection, vulnerability assessments, product software designs which we believe are less susceptible to cyber attacks, continuous monitoring of our IT networks and systems and maintenance of backup and protective systems.

Despite these efforts, cybersecurity incidents, depending on their nature and scope, could potentially result in the misappropriation, destruction, corruption or unavailability of critical data and confidential or proprietary information (our own or that of third parties) and the disruption of business operations.

Cybersecurity incidents aimed at the software imbedded in our products could lead to third party claims that our product failures have caused a similar range of damages to our customers, and this risk is enhanced by the increasingly connected nature of our products.

The potential consequences of a material cybersecurity incident include financial loss, reputational damage, litigation with third parties, theft of intellectual property, fines levied by the Federal Trade Commission, diminution in the value of our investment in research, development and engineering, and increased cybersecurity protection and remediation costs due to the increasing sophistication and proliferation of threats, which in turn could adversely affect our competitiveness and results of operations.

Data privacy, identity protection, and information security may require significant resources and presents certain risks.

We collect, store, have access to and otherwise process certain confidential or sensitive data, including proprietary business information, personal data or other information that is subject to privacy and security laws, regulations and/or customer-imposed controls.

Despite our efforts to protect such data, we may be vulnerable to material security breaches, theft, misplaced or lost data, programming errors, or errors that could potentially lead to compromising such data, improper use of our systems, software solutions or networks, unauthorized access, use, disclosure, modification or destruction of information, defective products, production downtimes and operational disruptions.

In addition, we operate in an environment in which there are different and potentially conflicting data privacy laws in effect in the various U.S. states and foreign jurisdictions in which we operate and we must understand and comply with each law and standard in each of these jurisdictions while ensuring the data is secure.

For example, the State of California has passed legislation granting residents certain new data privacy rights and regulating the security of Internet of Things devices, which will go into effect in January 2020; European laws require us to have an approved legal mechanism to transfer personal data out of Europe; the European Union General Data Protection Regulation, which took effect in May 2018, superseded prior European Union data protection legislation and imposes more stringent requirements in how we collect and process personal data and provides for significantly greater penalties for noncompliance; and several other countries have

passed laws that require personal data relating to their citizens to be maintained on local servers and impose additional data transfer restrictions.

Government enforcement actions can be costly and interrupt the regular operation of our business, and violations of data privacy laws can result in fines, reputational damage and civil lawsuits, any of which may adversely affect our business, reputation and financial statements.

See Note 22, “Commitments and Contingencies,” of the notes to consolidated financial statements for additional information on these matters.

entity restructuring and judicial relief.

While interpretations of the provisions of the TCJA continue to be subject to uncertainty, and regulatory guidance on certain aspects of the TCJA has not yet been issued, the TJCA is expected to have an adverse effect on the U.S. federal income taxation of our and our affiliates’

In addition, we have been named, along with others, in a number of class action and other lawsuits relating to the use of fire-fighting foam products by the U.S. Department of Defense, the U.S. military and others for fire suppression purposes and related training exercises.

Plaintiffs generally allege that the fire-fighting foam products contain or break down into the chemicals PFOS and PFOA and/or other PFAS compounds and that the use of these products by others at various airbases, airports and other sites resulted in the release of these chemicals into the environment and ultimately into communities’ drinking water supplies neighboring those airports, airbases and other sites.

It is difficult to predict the outcome or ultimate financial exposure, if any, represented by these matters, and there can be no assurance that any such exposure will not be material.

Such claims may also negatively affect our reputation.

See Note 22, “Commitments and Contingencies,” of the notes to consolidated financial statements for additional information on these matters.

In addition, on April 30, 2019, we sold our Power Solutions business to BCP Acquisitions LLC.

the foreign acquiring corporation that was issued as consideration in a prior acquisition of another U.S. corporation (or U.S. partnership) during the 36 months preceding the signing date of a binding contract for the acquisition being tested.

These

If any or all of the modifications to the model treaty are adopted in the main jurisdictions in which we do business, they could, among other things, cause double taxation, increase audit risk and substantially increase our worldwide tax liability.

We cannot predict the outcome of any specific modifications to the model treaty, and we cannot provide assurance that any such modifications will not apply to us.

to our qualifying intermediary or other designated agent (in the case of shares held beneficially), or us or our transfer agent (in the case of shares held directly), with all the necessary documentation by the appropriate due date prior to payment of the dividend.

Additionally,

Decreased demand from our customers in the automotive industry may adversely affect our results of operations.

Our financial performance in the Power Solutions business depends, in part, on conditions in the automotive industry.

Sales to OEMs accounted for approximately 25% of the total sales of the Power Solutions business in fiscal 2018.

Declines in the North American, European and Asian automotive production levels could reduce our sales and adversely affect our results of operations.

In addition, if any OEMs reach a point where they cannot fund their operations, we may incur write-offs of accounts receivable, incur impairment charges or require additional restructuring actions beyond our current restructuring plans, which, if significant, would have a material adverse effect on our business and results of operations.

An inability to successfully respond to competition and pricing pressure from other companies in the Power Solutions business may adversely impact our business.

Our Power Solutions business competes with a number of major U.S. and non-U.S. manufacturers and distributors of lead-acid batteries, as well as a large number of smaller, regional competitors.

The North American, European and Asian lead-acid battery markets are highly competitive.

The manufacturers in these markets compete on price, quality, technical innovation, service and warranty.

If we are unable to remain competitive and maintain market share in the regions and markets we serve, our business, financial condition and results of operations may be adversely affected.

In our Power Solutions business, lead is a major component of lead-acid batteries, and the price of lead may be highly volatile.

We attempt to manage the impact of changing lead prices through the recycling of used batteries returned to us by our aftermarket customers, commercial terms and commodity hedging programs.

Our ability to mitigate the impact of lead price changes can be impacted by many factors, including customer negotiations, inventory level fluctuations and sales volume/mix changes, any of which could have an adverse effect on our results of operations.

In addition, failure to

For example, some foreign data privacy regulations are more stringent than those in the U.S. and continue to evolve.

In May 2018, the General Data Protection Regulation ("GDPR") superseded prior European Union data protection legislation, and it imposes more stringent European Union data protection requirements, and provides for greater penalties for noncompliance.

Under the GDPR, fines of up to 20 million euro or up to 4% of the annual global turnover of the infringer, whichever is greater, could be imposed.

In addition, various U.S. federal and

initiatives.

We have also been named as a defendant in a number of actions where third party use of our products has allegedly resulted in contamination to groundwater and drinking water supplies.

There is a possibility that such claims may have an adverse impact on our results of operations and cash flows that is greater than we anticipate and/or negatively affect our reputation.

See “Item 3.

Legal Proceedings” in this Annual Report on Form 10-K a further discussion of these matters.

A failure of our information technology (IT) and data security infrastructure could adversely impact our business and operations.

We and certain of our third-party vendors receive and store personal information in connection with our human resources operations and other aspects of our business, including our Buildings controls business and our Fire and Security business.

Despite our

implementation of security measures, our IT systems, like those of other companies, are vulnerable to damages from computer viruses, natural disasters, unauthorized access, cyber attack and other similar disruptions.

Any system failure, accident or security breach could result in disruptions to our operations or those of our customers.

A material network breach in the security of our IT systems could include the theft of our intellectual property, trade secrets, customer information, human resources information or other confidential matter or the theft of the confidential information of our customers.

To the extent that any disruptions or security breach results in a loss or damage to our or our customers' data, or an inappropriate disclosure of confidential, proprietary or customer information, it could cause significant damage to our reputation, affect our relationships with our customers, lead to claims against the Company and ultimately harm our business.

In addition, we may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future.

carriers deny coverage of our claims.

Any of the following could materially and adversely impact the results of operations of our Power Solutions business: loss of, or changes in, automobile battery supply contracts with our large original equipment and aftermarket customers; the increasing quality and useful life of batteries or use of alternative battery technologies, both of which may adversely impact the lead-acid battery market, including replacement cycle; delays or cancellations of new vehicle programs; market and financial consequences of any recalls that may be required on our products; delays or difficulties in new product development, including lithium-ion technology; impact of potential increases in lithium-ion battery volumes on established lead-acid battery volumes as lithium-ion battery technology grows and costs become more competitive; financial instability or market declines of our customers or suppliers; slower than projected market development in emerging markets; interruption of supply of certain single-source components; changing nature of our joint ventures and relationships with our strategic business partners; unseasonable weather conditions in various parts of the world; our ability to secure sufficient tolling capacity to recycle batteries; price and availability of battery cores used in recycling; and the pace of the development of the market for hybrid and electric vehicles.

A variety of other factors could adversely affect the results of operations of our Buildings business.

In

In addition, on November 13, 2018, we announced that we had entered into a definitive agreement to sell our Power Solutions business to BCP Acquisitions LLC.

We may be unable to achieve some or all of the benefits that we expect to achieve from the spin-off of Adient plc.

Following the spin-off, we are a smaller and less diversified company with a narrower business focus and, as a result, we may be more vulnerable to changing market conditions.

Although we believe that the spin-off of Adient plc will provide financial, operational, managerial and other benefits to us and shareholders, the spin-off may not provide such results on the scope or scale we anticipate, and we may not realize any or all of the intended benefits.

[removed: General][added: General]

[removed: Building Technologies & Solutions] [added: The Company] provides facility systems and services including comfort and energy management for the residential and non-residential buildings markets, security products and services, and fire detection and suppression products and services.

This discussion summarizes the significant factors affecting the consolidated operating results, financial condition and liquidity of the Company for the three-year period ended September 30, [removed: 2018.][added: 2019.]

[removed: FISCAL YEAR 2018 COMPARED] [added: FISCAL YEAR 2018 COMPARED] TO FISCAL [removed: YEAR 2017][added: YEAR 2017]

[removed: Net Sales][added: Net Sales]

| Net sales | $ | [removed: 31,400] [added: 23,968] | | | $ | [removed: 30,172] [added: 23,400] | | | [removed: 4] [added: 2] | % |

The increase in [removed: consolidated] net sales was due to higher sales [removed: in the Building Technologies & Solutions business] ($1,004 [removed: million),] [added: million) and] the favorable impact of foreign currency translation [removed: ($512 million) and higher sales in the Power Solutions business ($467] [added: ($316] million), partially offset by lower sales due to business divestitures ($755 million).

The [removed: increased sales] [added: increase] in [removed: the Building Technologies & Solutions business, net of divestitures, primarily] [added: sales] related to higher volumes across all segments.

Excluding the impact of foreign currency [removed: translation, impact of lead costs on pricing] [added: translation] and business [added: acquisitions and] divestitures, [removed: consolidated] net sales [removed: also] increased [removed: 4%] [added: 5%] as compared to the prior year.

Refer to the [removed: segment analysis] [added: "Segment Analysis"] below within Item 7 for a discussion of net sales by segment.

[removed: Cost] [added: Cost] of Sales / Gross [removed: Profit][added: Profit]

Cost of sales increased [removed: in fiscal 2018 as compared to fiscal 2017,] and gross profit as a percentage of sales decreased by [removed: 110] [added: 70] basis points.

Gross profit [removed: in the Building Technologies & Solutions business] increased due to prior year nonrecurring purchase accounting adjustments ($68 million), and higher volumes and favorable mix across all segments, partially offset by business divestitures and higher operating costs.

[removed: pension and postretirement plans] [added: Net mark-to-market adjustments] had a net unfavorable year-over-year impact on cost of sales of [removed: $88] [added: $45] million [removed: ($16] [added: ($5] million charge in fiscal 2018 compared to a [removed: $72] [added: $40] million gain in fiscal 2017) primarily due to a decrease in U.S. investment returns.

Foreign currency translation had an unfavorable impact on cost of sales of approximately [removed: $383] [added: $221] million.

Refer to the [removed: segment analysis] [added: "Segment Analysis"] below within Item 7 for a discussion of segment earnings before interest, taxes and amortization ("EBITA") by segment.

[removed: Selling,] [added: Selling,] General and Administrative [removed: Expenses][added: Expenses]

[removed: | Selling, general] [added: Selling, General] and [removed: administrative expenses | $ | 6,010 | | | $ | 6,158 | | | \-2 | % |][added: Administrative Expenses]

Selling, general and administrative expenses ("SG&A") [removed: decreased] [added: increased] by [removed: $148 million year over year,] [added: $602 million,] and SG&A as a percentage of sales [removed: decreased] [added: increased] by [removed: 130] [added: 200] basis points.

The decrease in SG&A was primarily due to productivity savings and costs synergies, business divestitures and a gain on sale of the Scott Safety business in the [removed: Building Technologies & Solutions] Global Products segment ($114 million).

The net favorable year-over-year impact on SG&A resulting from transaction and integration costs was [removed: $177] [added: $184] million.

Foreign currency translation had an unfavorable impact on SG&A of [removed: $78] [added: $66] million.

The net mark-to-market adjustments [removed: on pension and postretirement plans] had a net unfavorable year-over-year impact on SG&A of [removed: $322] [added: $315] million [removed: ($26] [added: ($29] million gain in fiscal 2018 compared to a [removed: $348] [added: $344] million gain in fiscal 2017) primarily due to a decrease in U.S. investment returns.

Refer to the [removed: segment analysis] [added: "Segment Analysis"] below within Item 7 for a discussion of segment EBITA by segment.

[removed: Restructuring] [added: Restructuring] and Impairment [removed: Costs][added: Costs]

[removed: | Restructuring] [added: Restructuring] and [removed: impairment costs | $ | 263 | | | $ | 367 | | | \-28 | % |][added: Impairment Costs]

Refer to Note 16, "Significant Restructuring and Impairment Costs," [added: and Note 17, "Impairment] of [added: Long-Lived Assets," of] the notes to consolidated financial statements for further disclosure related to the Company's restructuring [removed: plans.][added: plans and impairment costs.]

[removed: Net] [added: Net] Financing [removed: Charges][added: Charges]

[removed: | Net financing charges | $ | 441 | | | $ | 496 | | | \-11 | % |][added: Net Financing Charges]

[removed: Equity Income][added: Equity Income]

[removed: | Equity income | $ | 235 | | | $ | 240 | | | \-2 | % |][added: Equity Income]

The [removed: decrease] [added: increase] in [removed: equity] [added: net] income [added: attributable to Johnson Controls] was primarily due to [removed: lower income at partially-owned affiliates in] the [added: gain on sale of the] Power Solutions [removed: business,] [added: business and lower income tax provision,] partially offset by higher [removed: income at partially-owned affiliates in the Building Technologies & Solutions business.][added: SG&A.]

[removed: Income] [added: Income] Tax [removed: Provision][added: Provision]

[removed: | Income tax provision | $ | 518 | | | $ | 705 | | | \-27 | % |][added: Income Tax Provision]

| Effective tax rate | [removed: 18] [added: \-22] | | % | | [removed: 28] [added: 13] | | % | | | [removed: |]

The effective rate [added: for continuing operations] is above the statutory rate of 12.5% for fiscal 2018 primarily due to the discrete net impacts of U.S. Tax Reform, final income tax effects of the completed divestiture of the Scott Safety [removed: business, legal entity restructuring associated with the Power Solutions business,] [added: business and] valuation allowance [removed: adjustments and tax rate differentials,] [added: adjustments,] partially offset by [removed: the benefits of continuing global] tax [removed: planning initiatives, tax] audit [removed: closures and] [added: closures,] tax benefits due to [removed: changes] [added: change] in entity tax [removed: status.][added: status, the benefits of continuing global tax planning initiatives and tax rate differentials.]

The effective rate is above the statutory rate of 12.5% for fiscal 2017 primarily due to the establishment of a deferred tax liability on the outside basis difference of the Company's investment in certain subsidiaries related to the divestiture of the Scott Safety business, the income tax effects of [removed: pension] mark-to-market [removed: gains] [added: adjustments] and tax rate differentials, partially offset by the jurisdictional mix of significant restructuring and impairment costs, Tyco Merger transaction and integration costs, purchase accounting adjustments, tax audit closures, a tax benefit due to changes in entity tax status and the benefits of continuing global tax planning initiatives.

At September 30, [removed: 2018,] [added: 2019,] the Company had recorded a liability [added: of $2.5 billion] for its best estimate of the probable loss on certain of its tax positions, the majority of which is included in other noncurrent liabilities in the consolidated statements of financial position.

Refer to Note 3, [removed: "Acquisitions and Divestitures," and Note 4,] "Discontinued Operations," of the notes to consolidated financial statements for [removed: additional] [added: further] information.

Refer to Note [removed: 16, "Significant Restructuring and Impairment Costs,"] [added: 3, "Discontinued Operations,"] of the notes to consolidated financial statements for [removed: additional] [added: further] information.

The increase in organic sales related to higher volumes across all segments.

| (in millions) | 2019 | | | | 2018 | | | | Change | |

| Cost of sales | $ | 16,275 | | | $ | 15,733 | | | 3 | % |

| Gross profit | 7,693 | | | | 7,667 | | | | — | % |

| % of sales | 32.1 | | % | | 32.8 | | % | | | |

Gross profit increased due to higher volumes across all segments, partially offset by business divestitures and higher operating costs.

| (in millions) | 2019 | | | | 2018 | | | | Change | |

| % of sales | 26.1 | | % | | 24.1 | | % | | | |

The increase in SG&A was primarily due to net mark-to-market adjustments, a $114 million gain on sale of the Scott Safety business in the Global Products segment in the prior year and a current year environmental charge, partially offset by productivity savings and cost synergies, net of incremental investments, and a current year tax indemnification reserve release.

| (in millions) | 2019 | | | | 2018 | | | | Change | |

| (in millions) | 2019 | | | | 2018 | | | | Change | |

| (in millions) | 2019 | | | | 2018 | | | | Change | |

| Equity income | $ | 192 | | | $ | 177 | | | 8 | % |

Refer to the "Segment Analysis" below within Item 7 for a discussion of segment EBITA by segment.

| (in millions) | 2019 | | | | 2018 | | | | Change |

| Income tax provision (benefit) | $ | (233 | ) | | $ | 197 | | | * |

The effective rate for continuing operations is below the statutory rate of 12.5% for fiscal 2019 primarily due to tax audit reserve adjustments, the income tax effects of mark-to-market adjustments, a tax indemnification reserve release, the tax benefits of an asset held for sale impairment charge and continuing global tax planning initiatives, partially offset by valuation allowance adjustments as a result of tax law changes, a discrete tax charge related to newly enacted regulations related to U.S. Tax Reform and tax rate differentials.

The fiscal 2019 effective tax rate decreased as compared to the fiscal 2018 effective tax rate primarily due to the discrete tax items described below and tax planning initiatives.

| (in millions) | 2019 | | | | 2018 | | | | Change |

| (in millions) | 2019 | | | | 2018 | | | | Change | |

| (in millions) | 2019 | | | | 2018 | | | | Change |

| (in millions) | 2019 | | | | 2018 | | | | Change |

On October 1, 2018, the Company adopted Accounting Standards Update ("ASU") No. 2016-01, "Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities." The new standard requires the mark-to-market of marketable securities investments previously recorded within accumulated other comprehensive income on the statement of financial position be recorded in the statement of income on a prospective basis beginning as of the adoption date.

As these restricted investments do not relate to the underlying operating performance of its business, the Company’s definition of segment earnings excludes the mark-to-market adjustments beginning in the first quarter of fiscal 2019.

| (in millions) | 2019 | | | | 2018 | | | | Change | | | 2019 | | | | 2018 | | | | Change | |

| Building Solutions North America | $ | 9,031 | | | $ | 8,679 | | | 4 | % | | $ | 1,153 | | | $ | 1,109 | | | 4 | % |

| Building Solutions EMEA/LA | 3,655 | | | | 3,696 | | | | \-1 | % | | 368 | | | | 344 | | | | 7 | % |

| Building Solutions Asia Pacific | 2,658 | | | | 2,553 | | | | 4 | % | | 341 | | | | 347 | | | | \-2 | % |

| Global Products | 8,624 | | | | 8,472 | | | | 2 | % | | 1,179 | | | | 1,338 | | | | \-12 | % |

| | $ | 23,968 | | | $ | 23,400 | | | 2 | % | | $ | 3,041 | | | $ | 3,138 | | | \-3 | % |

| • | The increase in Building Solutions North America was due to higher volumes ($380 million), partially offset by the unfavorable impact of foreign currency translation ($28 million). The increase in volumes was primarily attributable to higher installation / service sales. |

| • | The increase in Global Products was due to higher volumes ($446 million) and incremental sales related to business acquisitions ($16 million), partially offset by lower volumes related to business divestitures ($167 million) and the |

unfavorable impact of foreign currency translation ($143 million).

The increase in volumes was primarily attributable to higher building management, HVAC and refrigeration equipment, and specialty products sales.

| Net sales | $ | 23,400 | | | $ | 22,835 | | | 2 | % |

Cost of Sales / Gross Profit

| Cost of sales | $ | 15,733 | | | $ | 15,305 | | | 3 | % |

| Gross profit | 7,667 | | | | 7,530 | | | | 2 | % |

| % of sales | 32.8 | | % | | 33.0 | | % | | | |

Refer to the segment analysis below within Item 7 for a discussion of EBITA by segment.

The Company operates in two primary businesses: Building Technologies & Solutions and Power Solutions.

Power Solutions designs and manufactures automotive batteries for the replacement and original equipment markets.

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | Year Ended September 30, | | | | | | | | | |

Increased sales in the Power Solutions business primarily resulted from the impact of higher lead costs on pricing as well as favorable pricing and product mix.

| Cost of sales | $ | 22,020 | | | $ | 20,833 | | | 6 | % |

| Gross profit | 9,380 | | | | 9,339 | | | | — | % |

| % of sales | 29.9 | | % | | 31.0 | | % | | | |

Gross profit in the Power Solutions business was impacted by higher operating costs primarily driven by efforts to satisfy customer demand, partially offset by favorable pricing and product mix.

Net mark-to-market adjustments on

| % of sales | 19.1 | | % | | 20.4 | | % | | | |

Valuation Allowances

The Company reviews the realizability of its deferred tax asset valuation allowances on a quarterly basis, or whenever events or changes in circumstances indicate that a review is required.

In determining the requirement for a valuation allowance, the historical and projected financial results of the legal entity or consolidated group recording the net deferred tax asset are considered, along with any other positive or negative evidence.

Since future financial results may differ from previous estimates, periodic adjustments to the Company’s valuation allowances may be necessary.

In the fourth quarter of fiscal 2018, the Company performed an analysis related to the realizability of its worldwide deferred tax assets.

As a result, and after considering feasible tax planning initiatives and other positive and negative evidence, the Company determined that it was more likely than not that certain deferred tax assets primarily within Germany would not be realized.

Therefore, the Company recorded $56 million of valuation allowances as income tax expense in the three month period ended September 30, 2018.

In the fourth quarter of fiscal 2017, the Company performed an analysis related to the realizability of its worldwide deferred tax assets.

As a result, and after considering tax planning initiatives and other positive and negative evidence, the Company determined that it was more likely than not that certain deferred tax assets primarily in Canada, China and Mexico would not be able to be realized, and it was more likely than not that certain deferred tax assets in Germany would be realized.

Therefore, the Company recorded $27 million of net valuation allowances as income tax expense in the three month period ended September 30, 2017.

Uncertain Tax Positions

The Company is subject to income taxes in the U.S. and numerous non-U.S. jurisdictions.

Judgment is required in determining its worldwide provision for income taxes and recording the related assets and liabilities.

In the ordinary course of the Company’s business, there are many transactions and calculations where the ultimate tax determination is uncertain.

The Company is regularly under audit by tax authorities.

During fiscal 2018, the Company settled tax examinations impacting fiscal years 2010 to fiscal 2012 which resulted in a $25 million net benefit to income tax expense.

During fiscal 2017, the Company settled a significant number of tax examinations impacting fiscal years 2006 to fiscal 2014.

In the fourth quarter of fiscal 2017, income tax audit resolutions resulted in a net $191 million benefit to income tax expense.

The Company’s federal income tax returns and certain non-U.S. income tax returns for various fiscal years remain under various stages of audit by the IRS and respective non-U.S. tax authorities.

Although the outcome of tax audits is always uncertain,

management believes that it has appropriate support for the positions taken on its tax returns and that its annual tax provisions included amounts sufficient to pay assessments, if any, which may be proposed by the taxing authorities.

Nonetheless, the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ materially from the amounts accrued for each year.

Other Tax Matters

In the fourth quarter of fiscal 2018, the Company recorded a tax benefit of $139 million due to changes in entity tax status.

In the fourth quarter of fiscal 2018, the Company recorded a tax charge of $129 million due to legal entity restructuring associated with the Power Solutions business.

In the first quarter of fiscal 2018, the Company completed the sale of its Scott Safety business to 3M Company.

In connection with the sale, the Company recorded a pre-tax gain of $114 million and income tax expense of $30 million.

In addition, during fiscal 2017, the Company recorded a discrete non-cash tax charge of $490 million related to establishment of a deferred tax liability on the outside basis difference of the Company's investment in certain subsidiaries of the Scott Safety business.

[removed: General][added: General]

The Company creates intelligent buildings, efficient energy [removed: solutions,] [added: solutions and] integrated infrastructure [removed: and next generation transportation systems] that work seamlessly together to deliver on the promise of smart cities and communities.

The Company is committed to helping [removed: our] [added: its] customers win and creating greater value for all of its stakeholders through [added: its] strategic focus on [removed: our buildings and energy growth platforms.][added: buildings.]

[removed: The Company entered the automotive seating industry in 1985 with the acquisition of Michigan-based Hoover Universal, Inc.] In 2005, the Company acquired York International, a global supplier of heating, ventilating, air-conditioning ("HVAC") and refrigeration equipment and services.

In 2014, the Company acquired Air Distribution Technologies, [removed: Inc. ("ADTi"),] [added: Inc.,] one of the largest independent providers of air distribution and ventilation products in North America.

[removed: On October 1,] [added: In] 2015, the Company formed a joint venture with Hitachi to expand its building related product offerings.

In [removed: the fourth quarter of fiscal] 2016, Johnson Controls, Inc. [removed: ("JCI Inc.")] and Tyco completed their combination [removed: with JCI Inc. merging with a wholly owned, indirect subsidiary of Tyco] (the "Merger").

Following the Merger, Tyco changed its name to “Johnson Controls International [removed: plc” and JCI Inc. is a wholly-owned subsidiary of Johnson Controls International plc.][added: plc.”]

The [removed: Building Technologies & Solutions ("Buildings") business] [added: Company] is a global market leader in engineering, developing, manufacturing and installing building products and systems around the world, including HVAC equipment, HVAC controls, energy-management systems, security systems, fire detection systems and fire suppression solutions.

The [removed: Buildings business] [added: Company] further serves customers by providing technical services (in the HVAC, security and fire-protection space), energy-management consulting and data-driven solutions via its data-enabled business.

Pursuant to the Purchase Agreement, on the terms and subject to the conditions therein, the Company [removed: has] agreed to sell, and Purchaser [removed: has] agreed to acquire, the Company’s Power Solutions business for a purchase price of $13.2 billion.

[removed: Net] [added: The transaction closed on April 30, 2019 with net] cash proceeds [removed: are expected to be $11.4] [added: of $11.6] billion after tax and transaction-related expenses.

[removed: Products/Systems] [added: Products/Systems] and [removed: Services][added: Services]

[removed: Building Technologies & Solutions] [added: The Company] sells its integrated control systems, security systems, fire-detection systems, equipment and services primarily through [removed: the Company’s] [added: its] extensive global network of sales and service offices, with operations in approximately 70 countries.

Trusted Buildings brands, such as YORK®, Hitachi Air Conditioning, [removed: Metasys®,] [added: *Metasys*®,] Ansul, [removed: Ruskin®,] [added: *Ruskin®*,] Titus®, Frick®, PENN®, Sabroe®, Simplex® and Grinnell® give the Company the most diverse portfolio in the building technology industry.

In fiscal [removed: 2018,] [added: 2019,] approximately 26% of its sales originated from its service offerings.

[removed: Competition][added: Competition]

The [removed: Building Technologies & Solutions business] [added: Company] conducts its operations through thousands of individual contracts that are either negotiated or awarded on a competitive basis.

Competitors for HVAC equipment, security, fire-detection, fire suppression and controls in the residential and non-residential marketplace include many regional, national and international providers; larger competitors include Honeywell International, Inc.; Siemens Building Technologies, an operating group of Siemens AG; Schneider Electric SA; Carrier Corporation, a subsidiary of United Technologies Corporation; Trane Incorporated, a subsidiary of Ingersoll-Rand [removed: Company Limited;] [added: Public Limited Company;] Daikin Industries, Ltd.; Lennox International, Inc.; GC Midea Holding Co, Ltd. and Gree Electric Appliances, Inc. In addition to HVAC equipment, [removed: Building Technologies & Solutions] [added: the Company] competes in a highly fragmented HVAC services market, which is dominated by local providers.

[removed: Backlog][added: Backlog]

The Company’s backlog [removed: relating to the Building Technologies & Solutions business] is applicable to its sales of systems and services.

At September 30, [removed: 2018,] [added: 2019,] the backlog was [removed: $8.7] [added: $9.2] billion, of which [removed: $8.4] [added: $8.9] billion is attributable to the field business.

[removed: Raw Materials][added: Raw Materials]

Raw materials used by the businesses in connection with their operations, including [removed: lead,] steel, [removed: tin,] aluminum, [removed: urethane chemicals,] brass, copper, [removed: sulfuric acid,] polypropylene and certain flurochemicals used in [removed: our] fire suppression agents, were readily available during fiscal [removed: 2018,] [added: 2019,] and the Company expects such availability to continue.

In fiscal [removed: 2019,] [added: 2020,] commodity prices could fluctuate throughout the year and could significantly affect the results of operations.

[removed: Intellectual Property][added: Intellectual Property]

[removed: Environmental,] [added: Environmental,] Health and Safety [removed: Matters][added: Matters]

[removed: Environmental] [added: Environmental] Capital [removed: Expenditures][added: Expenditures]

Environmental considerations are a part of all significant capital expenditure decisions; however, expenditures in fiscal [removed: 2018] [added: 2019] related solely to environmental compliance were not material.

[removed: Government] [added: Government] Regulation and [removed: Supervision][added: Supervision]

For example, most U.S. states and non-U.S. jurisdictions in which the Company operates have licensing [removed: laws directed specifically toward the alarm and fire suppression industries.]

[removed: Employees][added: Employees]

As of September 30, [removed: 2018,] [added: 2019,] the Company employed approximately [removed: 122,000] [added: 104,000] people worldwide, of which approximately [removed: 48,000] [added: 39,000] were employed in the United States and approximately [removed: 74,000] [added: 65,000] were outside the United States.

Approximately [removed: 31,000] [added: 22,000] employees are covered by collective bargaining agreements or works councils and [removed: we believe] [added: the Company believes] that [removed: our] [added: its] relations with the labor unions are generally good.

[removed: Seasonal Factors][added: Seasonal Factors]

Certain of [removed: Building Technologies & Solutions] [added: the Company's] sales are seasonal as the demand for residential air conditioning equipment generally increases in the summer months.

This seasonality is mitigated by the other products and services provided by the [removed: Building Technologies & Solutions business] [added: Company] that have no material seasonal effect.

[removed: Research] [added: Research] and Development [removed: Expenditures][added: Expenditures]

[removed: Available Information][added: Available Information]

Copies of any materials the Company files with the SEC can also be obtained free of charge through the SEC’s website at [removed: http://www.sec.gov, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, or by calling the SEC’s Office of Investor Education and Advocacy at 1-800-732-0330.][added: http://www.sec.gov.]

During the first quarter of fiscal 2019, the Company determined that its Power Solutions business met the criteria to be classified as a discontinued operation and, as a result, Power Solutions' historical financial results are reflected in the Company's consolidated financial statements as a discontinued operation, and assets and liabilities were retrospectively reclassified as assets and liabilities held for sale.

In the first quarter of fiscal 2019, the Company adopted Accounting Standards Codification ("ASC") 606, “Revenue from Contracts with Customers,” and as a result is required to disclose remaining performance obligations.

At September 30, 2019, remaining performance obligations were $14.4 billion, which is $5.2 billion higher than the Company's backlog of $9.2 billion.

Differences between the Company’s remaining performance obligations and backlog are primarily due to:

| • | Remaining performance obligations include large, multi-purpose contracts to construct hospitals, schools and other governmental buildings, which are services to be performed over the building's lifetime with initial contract terms of 25 to 35 years for the entire term of the contract versus backlog which includes only the lifecycle period of these contracts which approximates five years; |

| | |

| --- | --- |

| • | The Company has elected to exclude from remaining performance obligations certain contracts with customers with a term of one year or less or contracts that are cancelable without substantial penalty while these contracts are included within backlog; and |

| | |

| --- | --- |

| • | Remaining performance obligations include the full remaining term of service contracts with substantial termination penalties versus backlog which includes one year for all outstanding service contracts. |

The Company will continue to report backlog as it believes it is a useful measure of evaluating the Company's operational performance and relationship to total orders.

See Note 22, "Commitments and Contingencies," of the notes to consolidated financial statements for further discussion of environmental matters.

See Note 22, "Commitments and Contingencies," of the notes to consolidated financial statements for further discussion of environmental matters.

laws directed specifically toward the alarm and fire suppression industries.

| | |

| --- | --- |

In 1978, the Company acquired Globe-Union, Inc., a Wisconsin-based manufacturer of automotive batteries for both the replacement and original equipment markets.

The Merger was accounted for as a reverse acquisition using the acquisition method of accounting in accordance with Accounting Standards Codification ("ASC") 805, "Business Combinations." JCI Inc. was the accounting acquirer for financial reporting purposes.

Accordingly, the historical consolidated financial statements of JCI Inc. for periods prior to this transaction are considered to be

the historic financial statements of the Company.

Refer to Note 2, "Merger Transaction," of the notes to consolidated financial statements for additional information.

The acquisition of Tyco brings together best-in-class product, technology and service capabilities across controls, fire, security, HVAC and power solutions, to serve various end-markets including large institutions, commercial buildings, retail, industrial, small business and residential.

The combination of the Tyco and Johnson Controls buildings platforms creates opportunities for near-term growth through cross-selling, complementary branch and channel networks, and expanded global reach for established businesses.

The new Company benefits by combining innovation capabilities and pipelines involving new products, advanced solutions for smart buildings and cities, value-added services driven by advanced data and analytics.

On October 31, 2016, the Company completed the spin-off of its Automotive Experience business by way of the transfer of the Automotive Experience Business from Johnson Controls to Adient plc ("Adient") and the issuance of ordinary shares of Adient directly to holders of Johnson Controls ordinary shares on a pro rata basis.

Prior to the open of business on October 31, 2016, each of the Company's shareholders received one ordinary share of Adient plc for every 10 ordinary shares of Johnson Controls held as of the close of business on October 19, 2016, the record date for the distribution.

Company shareholders received cash in lieu of fractional shares of Adient, if any.

Following the separation and distribution, Adient plc is now an independent public company trading on the New York Stock Exchange ("NYSE") under the symbol "ADNT." The Company did not retain any equity interest in Adient plc.

Adient's historical financial statements are reflected in the Company's consolidated financial statements as a discontinued operation.

The Power Solutions business is a leading global supplier of lead-acid automotive batteries for virtually every type of passenger car, light truck and utility vehicle.

The Company serves both automotive original equipment manufacturers ("OEMs") and the general vehicle battery aftermarket.

The Company also supplies advanced battery technologies to power start-stop, hybrid and electric vehicles.

The transaction is expected to close by June 30, 2019, subject to customary closing conditions and required regulatory approvals.

The operating results of the Power Solutions business will be reported as a discontinued operation beginning in the first quarter of fiscal 2019.

Building Technologies & Solutions

In fiscal 2018, Building Technologies & Solutions accounted for 75% of the Company’s consolidated net sales.

Power Solutions

Power Solutions services both automotive OEMs and the battery aftermarket by providing advanced battery technology, coupled with systems engineering, marketing and service expertise.

The Company is the largest producer of lead-acid automotive batteries

in the world, producing and distributing approximately 154 million lead-acid batteries annually in approximately 70 wholly- and majority-owned manufacturing or assembly plants, distribution centers and sales offices in approximately 20 countries worldwide.

Investments in new product and process technology have expanded product offerings to absorbent glass mat ("AGM") and enhanced flooded battery ("EFB") technologies that power start-stop vehicles, as well as lithium-ion battery technology for certain hybrid and electric vehicles.

The business has also invested to develop sustainable lead and poly recycling operations in the North American and European markets.

Approximately 75% of unit sales worldwide in fiscal 2018 were to the automotive replacement market, with the remaining sales to the OEM market.

Power Solutions accounted for 25% of the Company’s fiscal 2018 consolidated net sales.

Batteries and key components are manufactured at wholly- and majority-owned plants in North America, South America, Asia and Europe.

Power Solutions is the principal supplier of batteries to many of the largest merchants in the battery aftermarket, including Advance Auto Parts, AutoZone, Robert Bosch GmbH, DAISA S.A., Costco, O’Reilly/CSK, Interstate Battery System of America and Wal-Mart stores.

Automotive batteries are sold throughout the world under private labels and under the Company’s brand names (Optima®, Varta®, LTH® and Heliar®) to automotive replacement battery retailers and distributors and to automobile manufacturers as original equipment.

The Power Solutions business competes with a number of major U.S. and non-U.S. manufacturers and distributors of lead-acid batteries, as well as a large number of smaller, regional competitors.

The Power Solutions business primarily competes in the battery market with Exide Technologies, GS Yuasa Corporation, Camel Group Company Limited, East Penn Manufacturing Company and Banner Batteries GB Limited.

The North American, European and Asian lead-acid battery markets are highly competitive.

The manufacturers in these markets compete on price, quality, technical innovation, service and warranty.

The majority of backlog relates to fiscal 2019.

At September 30, 2017, the backlog was $8.5 billion, of which $8.2 billion is attributable to the field business.

See Item 3, "Legal Proceedings," of this report for a discussion of the Company’s potential environmental liabilities.

On October 17, 2019, the court heard oral argument on the motion to dismiss and took the matter under advisement.

Laufer v.

Johnson Controls, Inc., et al.

On May 20, 2016, a putative class action lawsuit, Laufer v.

Johnson Controls, Inc., et al., Docket No. 2016CV003859, was filed in the Circuit Court of Wisconsin, Milwaukee County, naming Johnson Controls, Inc., the individual members of its board of directors, the Company and the Company's merger subsidiary as defendants.

The complaint alleged that Johnson Controls Inc.'s directors breached their fiduciary duties in connection with the merger between Johnson Controls Inc. and the Company's merger subsidiary by, among other things, failing to take steps to maximize shareholder value, seeking to benefit themselves improperly and failing to disclose material information in the joint proxy statement/prospectus relating to the merger.

The complaint further alleged that the Company aided and abetted Johnson Controls Inc.'s directors in the breach of their fiduciary duties.

The complaint sought, among other things, to enjoin the merger.

On August 8, 2016, the plaintiffs agreed to settle the action and release all claims that were or could have been brought by plaintiffs or any member of the putative class of Johnson Controls Inc.'s shareholders.

The settlement was approved by the court on August 13, 2018.

[removed: UNITED] [added: UNITED] STATES SECURITIES AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: WASHINGTON,] [added: WASHINGTON,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10–K][added: FORM 10-K]

| [removed: þ] [added: ☑] | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the Fiscal Year [removed: Ended September] [added: Ended September] 30, [removed: 2018][added: 2019]

| [removed: ¨] [added: ☐] | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] The Transition Period From ________ To [added: ________]

[removed: Commission] [added: Commission] File [removed: Number 001-13836][added: Number 001-13836]

[removed: JOHNSON] [added: JOHNSON] CONTROLS INTERNATIONAL [removed: PLC][added: PLC]

| [removed: Ireland] [added: Ireland] | | [removed: 98-0390500] | [added: 98-0390500 |]

| (Jurisdiction of Incorporation) | | [added: |] (I.R.S. Employer Identification No.) |

[removed: | One] [added: One] Albert [removed: Quay Cork, Ireland | | |][added: Quay]

[removed: |] (Address of principal executive [removed: offices) | | |][added: offices and postal code)]

[removed: | 353-21-423-5000 | | |][added: (353) 21-423-5000]

[removed: |] (Registrant's telephone number) [removed: | | |]

| [removed: Title] [added: Title] of Each [removed: Class] [added: Class] | [added: Trading Symbol] | [removed: Name] [added: Name] of Each Exchange on Which [removed: Registered] [added: Registered] |

| Ordinary Shares, Par Value $0.01 | [added: JCI] | New York Stock Exchange |

Securities Registered Pursuant to Section 12(g) of the Exchange Act: [removed: None][added: None]

Yes [removed: ¨] [added: ☐] No þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, [removed: or] a non-accelerated [removed: filer.][added: filer, a smaller reporting company, or an emerging growth company.]

| Emerging growth company | | [removed: ¨] [added: ☐] | | Smaller reporting company | | [removed: ¨] [added: ☐] |

As of March 31, [removed: 2018,] [added: 2019,] the aggregate market value of Johnson Controls International plc Common Stock held by non-affiliates of the registrant was approximately [removed: $32.6] [added: $33.1] billion based on the closing sales price as reported on the New York Stock Exchange.

As of October 31, [removed: 2018, 924,058,960] [added: 2019, 771,419,761] ordinary shares, par value $0.01 per share, were outstanding.

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Portions of the definitive Proxy Statement to be delivered to shareholders in connection with the annual general meeting of shareholders to be held on March [removed: 6, 2019] [added: 4, 2020] are incorporated by reference into Part III.

[removed: Index] [added: Index] to Annual Report on Form [removed: 10-K][added: 10-K]

[removed: Year Ended September] [added: Year Ended September] 30, [removed: 2018][added: 2019]

[removed: | [CAUTIONARY] [added: CAUTIONARY] STATEMENTS FOR FORWARD-LOOKING [removed: INFORMATION](#sFB992294E557CF307E428121CEBB166B) | | [3](#sFB992294E557CF307E428121CEBB166B) |][added: INFORMATION]

[removed: | [PART I.](#s9DE6A605472D5BE578EF8121CEE169A6) | | |][added: PART I]

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| ITEM 1B. | [UNRESOLVED STAFF [removed: COMMENTS](#sADC285464138082C0E928121CF56B2B8)] [added: COMMENTS](#s8845D5D2906F5C89822BC0923F74BC1D)] | [removed: [22](#sADC285464138082C0E928121CF56B2B8)] [added: [21](#s8845D5D2906F5C89822BC0923F74BC1D)] |

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| [PART [removed: II.](#s287B59B8B02C66B5C8AA8121D0328C31)] [added: II.](#s4D0D59A33B6D5C3F85C5C1B264955299)] | | |

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| ITEM 7. | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#s6AED6CD6F1A36E39EE998121D0A3ECF3)] [added: OPERATIONS](#s17448D1E917F5D77AAF1CF2B7F379BB0)] | [removed: [29](#s6AED6CD6F1A36E39EE998121D0A3ECF3)] [added: [27](#s17448D1E917F5D77AAF1CF2B7F379BB0)] |

OR

| | | | |

| --- | --- | --- | --- |

| | | | |

| | | | |

Cork, Ireland, T12 X8N6

JOHNSON CONTROLS INTERNATIONAL PLC

| | [SIGNATURES](#s9354D707C97E5186B04706748EC73D96) | [122](#s9354D707C97E5186B04706748EC73D96) |

| | [INDEX TO EXHIBITS](#sF9D46E7685F7522E825A8088D2891E66) | [123](#sF9D46E7685F7522E825A8088D2891E66) |

10-K 1 jciplc201810-k.htm 10-K

OR

| | | |

| --- | --- | --- |

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

| | [SIGNATURES](#s5FD29DF838408D72242F8121E3891E67) | [129](#s5FD29DF838408D72242F8121E3891E67) |

| | [INDEX TO EXHIBITS](#sDD37890A84C0E2E333628121E3BBA277) | [130](#sDD37890A84C0E2E333628121E3BBA277) |

At September 30, [removed: 2018,] [added: 2019,] these properties totaled approximately [removed: 80] [added: 44] million square feet of floor space of which [removed: 52] [added: 18] million square feet are owned and [removed: 28] [added: 26] million square feet are leased.

Building Solutions North America operates through a network of manufacturing facilities, sales and service offices and assembly and/or warehouse centers located in the U.S. and Canada.

The business occupies approximately 6 million square feet, of which 5 million square feet are leased and 1 million square feet are owned.

Building Solutions EMEA/LA operates through a network of sales and service offices and assembly and/or warehouse centers located in Europe, the Middle East, Africa and Latin America.

The business occupies approximately 4 million square feet, of which 3 million square feet are leased and 1 million square feet are owned.

Building Solutions Asia Pacific operates through a network of sales and service offices and assembly and/or warehouse centers located in the Asia Pacific region.

The business occupies approximately 2 million square feet, of which the majority is leased.

Global Products operates through a network of manufacturing facilities, sales offices and assembly and/or warehouse centers located in North America, Latin America, Europe, the Middle East, Africa and Asia Pacific.

The business occupies approximately 31 million square feet, of which 15 million square feet are leased and 16 million square feet are owned.

Power Solutions operates through a network of manufacturing facilities, and assembly and/or warehouse centers located in North America, South America, Europe and the Asia Pacific region.

The business occupies approximately 35 million square feet, of which 33 million square feet are owned and 2 million square feet are leased.

Corporate offices operate in North America, Europe and the Asia-Pacific region, which occupy approximately 2 million square feet, of which 1 million square feet are leased and 1 million square feet are owned.

[removed: EXECUTIVE] [added: EXECUTIVE] OFFICERS OF THE [removed: REGISTRANT][added: REGISTRANT]

Pursuant to General Instruction G(3) of Form 10-K, the following list of executive officers of the Company as of November [removed: 20, 2018] [added: 21, 2019] is included as an unnumbered Item in Part I of this report in lieu of being included in the Company’s Proxy Statement relating to the annual general meeting of shareholders to be held on March [removed: 6, 2019.][added: 4, 2020.]

[removed: John Donofrio, 56,] [added: *John Donofrio*, 57,] has served as Executive Vice President and General Counsel of the Company since November 15, 2017.

[added: Mr. Donofrio] has been a Director of FARO Technologies, Inc., a designer, developer, manufacturer and marketer of software driven, 3D measurement, imaging and realization systems, since 2008.

[removed: Visal Leng, 48,] [added: *Visal Leng*, 49,] was elected Vice President and President, Building Solutions, Asia Pacific in September 2018.

[removed: Lynn Minella, 60,] [added: *Lynn Minella*, 61,] has served as Executive Vice President and Chief Human Resources Officer since June 2017.

[removed: George] [added: *George] R.

Oliver, [removed: 59,] [added: 60*,] has served as Chief Executive Officer and Chairman of the Board since September 2017.

[removed: Prior thereto he] [added: He previously] served as [added: our] President and Chief Operating Officer following the completion of the [removed: Merger] [added: merger] in September 2016.

Mr. Oliver also serves [added: as a Director] on the board of Raytheon Company, a company specializing in [removed: defense, security] [added: cybersecurity] and [removed: civil markets] [added: defense] throughout the world.

[removed: Rodney] [added: *Rodney] M.

[removed: Rushing, 52,] [added: Rushing*, 53,] was elected Vice President and President, Building Solutions, North America in November 2016.

[removed: Brian] [added: *Brian] J.

[removed: Stief, 62,] [added: He] was elected Executive Vice President and Chief Financial Officer following the completion of the Merger in September [removed: 2016.][added: 2016 and served in that role until November 2019.]

[removed: Robert VanHimbergen, 42,] [added: *Robert VanHimbergen,* 43,] has served as Vice President and Corporate Controller since December 2017.

[removed: Jeff] [added: *Jeff] M.

[removed: Williams, 57,] [added: *Tomas Brannemo*, 48,] was elected Vice President and President, Building Solutions, Europe, Middle East, Africa and Latin America in [removed: March 2017.][added: September 2019.]

[removed: He previously] [added: Prior thereto, he] served as Vice President - Enterprise Operations - Engineering and Supply Chain from January 2015 through the Merger to March 2017.

[removed: PART II][added: PART II]

He previously served as Senior Vice President and President, Water Infrastructure and Europe Commercial Team of Xylem Inc., a leading global water technology company.

At Xylem, he also served as Senior Vice President and President, Transport and Treatment, from 2017 to 2019 and other roles from 2010 to 2017.

Between 2006 and 2010, he held various marketing, sales and engineering positions at Volvo Construction Company.

*Michael J.

Ellis*, 63, was elected Executive Vice President and Chief Customer & Digital Officer, effective October 2019.

From May 2018 to October 2019, he served as a Managing Director at Accenture, a global provider of professional services in strategy, consulting, digital, technology and operations.

He previously served as Chairman and CEO of ForgeRock, a global digital security software company, from 2012 to 2018.

Prior to joining ForgeRock, from 2008 to 2012, he held various senior executive roles at SAP SE, a global provider of enterprise software solutions.

Previously, he also served as Chief Executive Officer of Univa, a leading innovator in enterprise-grade workload management and optimization solutions, and as Senior Vice President Business Development at i2 Technologies, a provider of supply chain solutions.

Prior to that, Mr. Oliver was Tyco's Chief Executive Officer, a position he held since September 2012.

He joined Tyco in July 2006, and served as President of a number of operating segments from 2007 through 2011.

Before joining Tyco, he served in operational leadership roles of increasing responsibility at several General Electric divisions.

Stief*, 63, has served as Vice Chairman and Chief Financial Officer since November 2019.

Williams,* 58, has served as Vice President and President, Global Products, Building Technologies and Solutions since July 2019.

He previously served as Vice President and President, Building Solutions, Europe, Middle East, Africa and Latin America from March 2017 to July 2019.

Mr. Donofrio

William C.

Jackson, 58, was elected Vice President and President, Global Products, Building Technologies and Solutions following the completion of the Merger in September 2016.

Prior to the Merger he was elected a Vice President and named President, Building Efficiency of Johnson Controls, Inc. in September 2014.

He previously served Johnson Controls, Inc. as Executive Vice President, Corporate Development from 2013 to 2014, as President - Automotive Electronics & Interiors from 2012 to 2014, and as Executive Vice President, Operations and Innovation, from 2011 to 2013.

Prior to joining Johnson Controls, Inc., Mr. Jackson was Vice President and President of Automotive at Sears Holdings Corporation, (an integrated retailer) from 2009 to 2010.

Mr. Jackson is a Director of Metaldyne Performance Group, Inc. (metal-forming technology manufacturing company), where he serves on the Compensation Committee.

Prior to the Merger, he was Chief Executive Officer of Tyco from October 2012.

He joined Tyco in July 2006, serving as president of Tyco Safety Products, and assumed additional responsibility as president of Tyco Electrical & Metal Products from 2007 through 2010.

He was appointed president of Tyco Fire Protection in 2011.

Joseph A.

Walicki, 53, was elected Vice President and President, Power Solutions following the completion of the Merger in September 2016.

Prior to the Merger, he was elected a Vice President and named President, Power Solutions of Johnson Controls, Inc. in January 2015.

He previously served Johnson Controls, Inc. as the Chief Operating Officer, Power Solutions in 2014, as Vice President and General Manager - North America, Systems, Service & Solutions from 2013 to 2014, and as Vice President and General Manager Systems & Channels North America from 2010 to 2013.

Mr. Walicki joined Johnson Controls, Inc. in 1988.

| Title of Class | Number of Record Holders as of September 30, [removed: 2018] [added: 2019] |

| Ordinary Shares, $0.01 par value | [removed: 37,836] [added: 35,367] |

| First Quarter | | $ | 0.26 | | | $ | [removed: 0.25] [added: 0.26] | |

| Second Quarter | | 0.26 | | | | [removed: 0.25] [added: 0.26] | | |

| Third Quarter | | 0.26 | | | | [removed: 0.25] [added: 0.26] | | |

| Fourth Quarter | | 0.26 | | | | [removed: 0.25] [added: 0.26] | | |

| Year | | $ | 1.04 | | | $ | [removed: 1.00] [added: 1.04] | |

In [removed: December 2017,] [added: November 2018,] the Company's Board of Directors approved a $1 billion increase to its [added: existing] share repurchase authorization.

As of September 30, [removed: 2018,] [added: 2019,] approximately [removed: $1.0] [added: $4.6] billion remains available under the share repurchase program.

The following table presents information regarding the repurchase of the Company’s ordinary shares by the Company as part of the publicly announced program during the three months ended September 30, [removed: 2018.][added: 2019.]

During the three months ended September 30, [removed: 2018,] [added: 2019,] acquisitions of shares by the Company from certain employees in order to satisfy employee tax withholding requirements in connection with the vesting of restricted shares were not material.

The line graph below compares the cumulative total shareholder return on [removed: our] [added: the Company's] ordinary shares with the cumulative total return of companies on the Standard & Poor’s ("S&P’s") 500 Stock Index and the companies on the S&P 500 Industrials Index.

This graph assumes the investment of $100 on September 30, [removed: 2013] [added: 2014] and the reinvestment of all dividends since that date.

[removed: ][added: ]

| | | 2019 | | | | 2018 | | |

In March 2019, the Company's Board of Directors approved an additional $8.5 billion increase to its existing share repurchase authorization, subject to the completion of the previously announced sale of the Company's Power Solutions business, which closed on April 30, 2019.

During fiscal year 2019, the Company repurchased approximately $5,983 million of its ordinary shares, of which $4,035 million of its ordinary shares were purchased through publicly announced "modified Dutch auction" tender offer and $1,948 million of its ordinary shares were purchased on an open market.

| 7/1/19 - 7/31/19 | | | | | | | | | | | | | |

| Purchases by Company | 7,004,690 | | | $ | 41.39 | | | 7,004,690 | | | $ | 5,136,315,065 | |

| 8/1/19 - 8/31/19 | | | | | | | | | | | | | |

| Purchases by Company | 7,225,000 | | | 42.08 | | | | 7,225,000 | | | 4,832,308,943 | | |

| 9/1/19 - 9/30/19 | | | | | | | | | | | | | |

| Purchases by Company | 6,130,000 | | | 43.43 | | | | 6,130,000 | | | 4,566,076,675 | | |

| | | 2018 | | | | 2017 | | |

Following the Tyco Merger, the Company adopted, subject to the ongoing existence of sufficient distributable reserves, the existing Tyco International plc $1 billion share repurchase program in September 2016.

During fiscal year 2018, the Company repurchased approximately $300 million of its shares.

In November 2018, the Company's Board of Directors approved a $1 billion increase to its share repurchase authorization.

| 7/1/18 - 7/31/18 | | | | | | | | | | | | | |

| Purchases by Company | 431,907 | | | $ | 34.99 | | | 431,907 | | | $ | 1,078,596,769 | |

| 8/1/18 - 8/31/18 | | | | | | | | | | | | | |

| Purchases by Company | 793,981 | | | 37.90 | | | | 793,981 | | | 1,048,504,307 | | |

| 9/1/18 - 9/30/18 | | | | | | | | | | | | | |

| Purchases by Company | — | | | — | | | | — | | | 1,048,504,307 | | |

The following selected financial data reflects the results of operations, financial position data and ordinary share information for the fiscal years ended September 30, [removed: 2014] [added: 2015] through September 30, [removed: 2018] [added: 2019] (dollars in millions, except per share data).

| | [removed: Year] [added: Year] ended September [removed: 30,] [added: 30,] | | | | | | | | | | | | | | | | | | |

| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| [removed: OPERATING RESULTS] [added: OPERATING RESULTS] | | | | | | | | | | | | | | | | | | | |

| Income [added: (loss)] from continuing operations attributable to Johnson Controls (6) | [removed: 2,162] [added: 1,100] | | | | [removed: 1,654] [added: 1,175] | | | | [removed: 732] [added: 672] | | | | [removed: 814] [added: (10] | | [added: )] | | [removed: 906] [added: 42] | | |

| Net income (loss) attributable to Johnson Controls | [added: 5,674 | | | |] 2,162 | | | | 1,611 | | | | (868 | | ) | | 1,563 | | | [removed: | 1,215 | | |]

| Earnings [added: (loss)] per share from continuing operations (6) | | | | | | | | | | | | | | | | | | | |

| Return on average shareholders’ equity attributable to Johnson Controls (2) (6) | [removed: 10] [added: 5] | | % | | [removed: 7] [added: 6] | | % | | [removed: 4] [added: 3] | | % | | [removed: 8] [added: —] | | % | | [removed: 8] [added: —] | | % |

| Number of employees | [removed: 122,000] [added: 104,000] | | | | [removed: 121,000] [added: 122,000] | | | | [removed: 209,000] [added: 121,000] | | | | [removed: 139,000] [added: 209,000] | | | | [removed: 168,000] [added: 139,000] | | |

| [removed: FINANCIAL POSITION] [added: FINANCIAL POSITION] | | | | | | | | | | | | | | | | | | | |

| Total assets | [removed: 48,797] [added: 42,287] | | | | [removed: 51,884] [added: 48,797] | | | | [removed: 63,179] [added: 51,884] | | | | [removed: 29,590] [added: 63,179] | | | | [removed: 32,777] [added: 29,590] | | |

| Shareholders' equity attributable to Johnson Controls | [removed: 21,164] [added: 19,766] | | | | [removed: 20,447] [added: 21,164] | | | | [removed: 24,118] [added: 20,447] | | | | [removed: 10,335] [added: 24,118] | | | | [removed: 11,270] [added: 10,335] | | |

| Total debt to capitalization (4) | [removed: 34] [added: 27] | | % | | [removed: 40] [added: 34] | | % | | [removed: 35] [added: 40] | | % | | [removed: 38] [added: 34] | | % | | [removed: 35] [added: 37] | | % |

| Net book value per share (5) | $ | [removed: 22.88] [added: 25.42] | | | $ | [removed: 22.03] [added: 22.88] | | | $ | [removed: 25.77] [added: 22.03] | | | $ | [removed: 15.96] [added: 25.77] | | | $ | [removed: 16.93] [added: 15.96] | |

| [removed: ORDINARY] [added: ORDINARY] SHARE [removed: INFORMATION] [added: INFORMATION] | | | | | | | | | | | | | | | | | | | |

| Dividends per share | $ | 1.04 | | | $ | [removed: 1.00] [added: 1.04] | | | $ | [removed: 1.16] [added: 1.00] | | | $ | [removed: 1.04] [added: 1.16] | | | $ | [removed: 0.88] [added: 1.04] | |

| High | $ | [removed: 42.60] [added: 44.65] | | | $ | [removed: 46.17] [added: 42.60] | | | $ | [removed: 48.97] [added: 46.17] | | | $ | [removed: 54.52] [added: 48.97] | | | $ | [removed: 52.50] [added: 54.52] | |

| Low | [removed: 32.89] [added: 28.30] | | | | [removed: 36.74] [added: 32.89] | | | | [removed: 30.30] [added: 36.74] | | | | [removed: 38.48] [added: 30.30] | | | | [removed: 39.42] [added: 38.48] | | |

| Basic | [removed: 925.7] [added: 870.2] | | | | [removed: 935.3] [added: 925.7] | | | | [removed: 667.4] [added: 935.3] | | | | [removed: 655.2] [added: 667.4] | | | | [removed: 666.9] [added: 655.2] | | |

| Diluted | [removed: 931.7] [added: 874.3] | | | | [removed: 944.6] [added: 931.7] | | | | [removed: 672.6] [added: 944.6] | | | | [removed: 661.5] [added: 672.6] | | | | [removed: 674.8] [added: 661.5] | | |

| Number of shareholders | [removed: 37,836] [added: 35,367] | | | | [removed: 40,260] [added: 37,836] | | | | [removed: 41,299] [added: 40,260] | | | | [removed: 35,425] [added: 41,299] | | | | [removed: 36,687] [added: 35,425] | | |

| (1) | Segment earnings before interest, taxes and amortization ("EBITA") is calculated as income from continuing operations before income taxes and noncontrolling interests, excluding general corporate expenses, intangible asset amortization, net financing charges, [removed: significant] restructuring and impairment costs, and net mark-to-market adjustments related to pension and postretirement [removed: plans.] [added: plans and restricted asbestos investments.] Refer to Note 19, “Segment Information,” of the notes to consolidated financial statements for a reconciliation of segment EBITA to income from continuing operations before income taxes. |

| (6) | Income [added: (loss)] from continuing operations attributable to Johnson Controls includes [removed: $263] [added: $235] million, [removed: $367] [added: $255] million, [removed: $288] [added: $347] million, [removed: $215] [added: $222] million and [removed: $165] [added: $204] million of significant restructuring and impairment costs in fiscal year [added: 2019,] 2018, 2017, [removed: 2016, 2015] [added: 2016] and [removed: 2014,] [added: 2015,] respectively. It also includes [removed: $(10)] [added: $618] million, [removed: $(420)] [added: $(24)] million, [removed: $393] [added: $(384)] million, [removed: $416] [added: $341] million and [removed: $187] [added: $368] million of net mark-to-market [removed: charges] [added: losses] (gains) [removed: on pension and postretirement plans] in fiscal year [added: 2019,] 2018, 2017, [removed: 2016, 2015] [added: 2016] and [removed: 2014,] [added: 2015,] respectively. The preceding amounts are stated on a pre-tax basis. |

Certain amounts have been revised to reflect the retrospective application of the classification of the Power Solutions business as a discontinued operation for all periods presented.

| Net sales | $ | 23,968 | | | $ | 23,400 | | | $ | 22,835 | | | $ | 14,184 | | | $ | 10,510 | |

| Segment EBITA (1) | 3,041 | | | | 3,138 | | | | 2,831 | | | | 1,427 | | | | 1,086 | | |

| Basic | $ | 1.26 | | | $ | 1.27 | | | $ | 0.72 | | | $ | (0.01 | ) | | $ | 0.06 | |

| Diluted | 1.26 | | | | 1.26 | | | | 0.71 | | | | (0.01 | | ) | | 0.06 | | |

| Capital expenditures | $ | 586 | | | $ | 645 | | | $ | 760 | | | $ | 491 | | | $ | 418 | |

| Depreciation and amortization | 825 | | | | 824 | | | | 919 | | | | 382 | | | | 240 | | |

| Working capital (as defined) (3) | $ | 975 | | | $ | 471 | | | $ | 449 | | | $ | (619 | ) | | $ | (220 | ) |

| Long-term debt | 6,708 | | | | 9,623 | | | | 11,885 | | | | 10,966 | | | | 5,237 | | |

| Total debt | 7,219 | | | | 10,930 | | | | 13,465 | | | | 12,636 | | | | 6,073 | | |

| Net sales | $ | 31,400 | | | $ | 30,172 | | | $ | 20,837 | | | $ | 17,100 | | | $ | 16,717 | |

| Segment EBITA (1) | 4,555 | | | | 4,258 | | | | 2,754 | | | | 2,327 | | | | 2,084 | | |

| Basic | $ | 2.34 | | | $ | 1.77 | | | $ | 1.10 | | | $ | 1.24 | | | $ | 1.36 | |

| Diluted | 2.32 | | | | 1.75 | | | | 1.09 | | | | 1.23 | | | | 1.34 | | |

| Capital expenditures | $ | 1,030 | | | $ | 1,343 | | | $ | 1,249 | | | $ | 1,135 | | | $ | 1,199 | |

| Depreciation and amortization | 1,085 | | | | 1,188 | | | | 953 | | | | 860 | | | | 955 | | |

| Working capital (as defined) (3) | $ | 1,714 | | | $ | 1,608 | | | $ | 369 | | | $ | 550 | | | $ | 989 | |

| Long-term debt | 9,654 | | | | 11,964 | | | | 11,053 | | | | 5,367 | | | | 5,887 | | |

| Total debt | 10,995 | | | | 13,572 | | | | 12,759 | | | | 6,208 | | | | 6,100 | | |

[removed: Index] [added: Index] to Consolidated Financial [removed: Statements][added: Statements]

| | [removed: Page] [added: Page] |

[removed: | [Report] [added: Report] of Independent Registered Public Accounting [removed: Firm](#sCE2C3F910724B874358A8121D8CAAE3A) | [55](#sCE2C3F910724B874358A8121D8CAAE3A) |][added: Firm]

| [Consolidated Statements of Income for the years ended September 30, [removed: 201](#sA45E6BCDD45B5E05AB9581219B50B585)8, 2017] [added: 201](#sD7E8FB9B514A5D9B82CCBA87DACAA1D2)9, 2018] and [removed: 2016] [added: 2017] | [removed: [57](#sA45E6BCDD45B5E05AB9581219B50B585)] [added: [52](#sD7E8FB9B514A5D9B82CCBA87DACAA1D2)] |

| Consolidated Statements of Comprehensive Income (Loss) for the years ended September 30, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017] | [removed: [58](#s137D9CBC47375BE33D7281219CF80D5B)] [added: [53](#sCE5191A9A8345C7FAC06D6FFB8A54EFB)] |

| [Consolidated Statements of Financial Position as of September 30, [removed: 201](#s06619CA1BD9F5220AA2F812199A11CED)8] [added: 201](#s9CDB806442765E8EA5EAEFA0EC286DB7)9] and [removed: 2017] [added: 2018] | [removed: [59](#s06619CA1BD9F5220AA2F812199A11CED)] [added: [54](#s9CDB806442765E8EA5EAEFA0EC286DB7)] |

| [Consolidated Statements of Cash Flows for the years ended September 30, [removed: 201](#sFFA40E8AF570F360592081219BD76489)8, 2017] [added: 201](#s489D6218CDDC57C8B8A5F4C3E51CB828)9, 2018] and [removed: 2016] [added: 2017] | [removed: [60](#sFFA40E8AF570F360592081219BD76489)] [added: [55](#s489D6218CDDC57C8B8A5F4C3E51CB828)] |

| Consolidated Statements of Shareholders' Equity Attributable to Johnson Controls Ordinary Shareholders for the years ended September 30, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017] | [removed: [61](#s0BAC34452E912B31930681219A9F51ED)] [added: [56](#s8FEB2929B1E554D29C34C5274E4F9BCB)] |

[removed: | [Notes] [added: Notes] to Consolidated Financial [removed: Statements](#sB71858AE6711733114ED8121DA462E69) | [62](#sB71858AE6711733114ED8121DA462E69) |][added: Statements]

| [Schedule II - Valuation and Qualifying [removed: Accounts](#sEDC6BAAE4C9AFACD834281219A366CCA)] [added: Accounts](#s43ABE32964EF5899BECE1407058DDAA8)] for the years ended September 30, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017] | [removed: [125](#sEDC6BAAE4C9AFACD834281219A366CCA)] [added: [118](#s43ABE32964EF5899BECE1407058DDAA8)] |

[removed: ][added: ]

[removed: Report] [added: | [Report] of Independent Registered Public Accounting [removed: Firm][added: Firm](#sB8DFECB7C8D752AAB17AB983D3A07C2E) | [49](#sB8DFECB7C8D752AAB17AB983D3A07C2E) |]

[removed: Opinions] [added: Opinions] on the Financial Statements and Internal Control over Financial [removed: Reporting][added: Reporting]

We have audited the accompanying consolidated statements of financial position of Johnson Controls International plc and its subsidiaries (the “Company”) as of September 30, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the related consolidated statements of income, comprehensive income (loss), shareholders’ equity attributable to Johnson Controls ordinary shareholders, and cash flows for each of the three years in the period ended September 30, [removed: 2018,] [added: 2019,] including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of September 30, [removed: 2018,] [added: 2019,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the results of [removed: their] [added: its] operations and [removed: their] [added: its] cash flows for each of the three years in the period ended September 30, [removed: 2018] [added: 2019] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, [removed: 2018,] [added: 2019,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

[removed: Basis] [added: Basis] for [removed: Opinions][added: Opinions]

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) [removed: ("PCAOB")] [added: (PCAOB)] and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

[removed: Definition] [added: Definition] and Limitations of Internal Control over Financial [removed: Reporting][added: Reporting]

[removed: Johnson] [added: Johnson] Controls International [removed: plc][added: plc]

[removed: Consolidated] [added: Consolidated] Statements of [removed: Income][added: Income]

| | [removed: Year] [added: Year] Ended September [removed: 30,] [added: 30,] | | | | | | | | | | |

| [removed: (in] [added: (in] millions, except per share [removed: data)] [added: data)] | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | |

| Products and [removed: systems*] [added: systems] | $ | [removed: 25,332] [added: 17,711] | | | $ | [removed: 24,099] [added: 17,332] | | | $ | [removed: 18,084] [added: 16,762] | |

| [removed: Services*] [added: Services] | [removed: 6,068] [added: 6,257] | | | | [removed: 6,073] [added: 6,068] | | | | [removed: 2,753] [added: 6,073] | | |

| [removed: Services*] [added: Services] | [removed: 3,418] [added: 3,698] | | | | [removed: 3,613] [added: 3,418] | | | | [removed: 1,860] [added: 3,613] | | |

| Selling, general and administrative expenses | [removed: (6,010] [added: (6,244] | | ) | | [removed: (6,158] [added: (5,642] | | ) | | [removed: (4,190] [added: (5,723] | | ) |

| Restructuring and impairment costs | [removed: (263] [added: (24] | | ) | | [removed: (367] [added: (4] | | ) | | [removed: (288] [added: (15] | | ) |

[removed: | Net financing charges | (441 | | ) | | (496 | | ) | | (289 | | ) |][added: Net Financing Charges]

| Income from continuing operations before income taxes | [removed: 2,901] [added: 1,056] | | | | [removed: 2,558] [added: 1,546] | | | | [removed: 1,061] [added: 1,151] | | |

| Income tax provision [added: (benefit)] | [removed: 518] [added: (233] | | [added: )] | | [removed: 705] [added: 197] | | | | [removed: 197] [added: 322] | | |

| Income from continuing operations | [removed: 2,383] [added: 1,289] | | | | [removed: 1,853] [added: 1,349] | | | | [removed: 864] [added: 829] | | |

| Loss from discontinued [removed: operations, net of tax (Note 4) | — | | | | (34 | | )] [added: operations] | | [removed: (1,516] [added: $] | [added: (43] | ) |

| Net income [removed: (loss)] | [removed: 2,383] [added: 5,887] | | | | [removed: 1,819] [added: 2,383] | | | | [removed: (652] [added: 1,819] | | [removed: )] |

| Income from [removed: continuing] [added: discontinued] operations attributable to noncontrolling interests | [removed: 221] [added: 24] | | | | [removed: 199] [added: 47] | | | | [removed: 132] [added: 51] | | |

| Income from discontinued operations attributable to noncontrolling [removed: interests] [added: interests, net of tax] | [removed: —] | [added: (24] | | [added: )] | [removed: 9] | [added: (47] | | [added: )] | [removed: 84] | [added: (42] | | [added: ) |]

| Net income [removed: (loss)] attributable to Johnson Controls | $ | [removed: 2,162] [added: 5,674] | | | $ | [removed: 1,611] [added: 2,162] | | | $ | [removed: (868] [added: 1,611] | [removed: )] |

| Income from continuing operations | $ | [removed: 2,162] [added: 1,100] | | | $ | [removed: 1,654] [added: 1,175] | | | $ | [removed: 732] [added: 672] | |

| [removed: Loss from discontinued operations] [added: Discontinued Operations] | [removed: —] | | | | [removed: (43] | | [removed: )] | | [removed: (1,600] | | [removed: )] |

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

*Goodwill Impairment Assessment*

As described in Notes 1 and 7 to the consolidated financial statements, the Company’s consolidated goodwill balance was $18,178 million as of September 30, 2019.

Management reviews goodwill for impairment as of July 31 of each fiscal year, or more frequently if events or changes in circumstances indicate the asset might be impaired.

The estimated fair value of each reporting unit, using a fair value method based on management’s judgments and assumptions, is compared with the carrying amount of each reporting unit, including recorded goodwill.

In estimating the fair value of each reporting unit, management uses multiples of earnings based on the average of published multiples of earnings of comparable entities with similar operations and economic characteristics, applied to the Company’s average of historical and future financial results.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment is a critical audit matter are there was significant judgment by management when developing the fair value of each reporting unit.

This, in turn, led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate management’s significant assumptions, including multiples of earnings of comparable entities with similar operations and economic characteristics.

In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

The procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the fair value of the Company’s reporting units.

These procedures also included, among others, (i) testing management’s process for developing the fair value estimates, (ii) evaluating the appropriateness of the multiples of earnings model, (iii) testing the completeness, accuracy, and relevance of underlying data used in the model, and evaluating the significant assumptions used by management, including the multiples of earnings of comparable entities with similar operations and economic characteristics.

Evaluating management’s assumptions related to multiples of earnings involved evaluating whether the assumptions used by management were reasonable considering (i) the consistency with external market and industry data, and (ii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s multiples of earnings model and certain significant assumptions, including multiples of earnings of comparable entities with similar operations and economic characteristics.

As described in Note 18 to the consolidated financial statements, the Company recorded uncertain tax position liabilities totaling $2,451 million, primarily as a non-current liability, as of September 30, 2019.

The Company is subject to income taxes in the U.S. and in numerous foreign jurisdictions.

Judgment is required by management in determining the Company’s worldwide provision for income taxes and recording the related income tax assets and liabilities.

As described by management,

the Company has recorded a liability for its best estimate of the probable loss on certain of the tax positions.

The Company’s income tax filings are regularly under audit by tax authorities.

The amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ materially from the amounts accrued for each year.

The principal considerations for our determination that performing procedures relating to uncertain tax positions is a critical audit matter are there was significant judgment by management in identifying and recording the estimated probable loss for each uncertain tax position.

This, in turn, led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate the timely identification and accurate measurement of uncertain tax positions.

Also, the evaluation of audit evidence available to support the tax liabilities for uncertain tax positions is complex and required significant auditor judgment as the nature of the evidence is often highly subjective.

In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s assessment of uncertain tax positions, including controls over the identification and estimate of probable loss for each uncertain tax position.

These procedures also included, among others, (i) testing the information used in the calculation of the estimate of probable loss for uncertain tax positions, (ii) testing the calculation of the liability for uncertain tax positions by jurisdiction, (iii) testing the completeness of management’s assessment of the identification of uncertain tax positions, and (iv) evaluating the status and results of income tax audits with the relevant tax authorities, as applicable.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the completeness and measurement of the Company’s uncertain tax positions, including evaluating the reasonableness of management’s assessment of whether tax positions are more-likely-than-not of being sustained and the amount of potential benefit to be realized, the application of relevant tax laws, and estimated interest and penalties.

| Products and systems | 12,577 | | | | 12,315 | | | | 11,692 | | |

| | 16,275 | | | | 15,733 | | | | 15,305 | | |

| Gross profit | 7,693 | | | | 7,667 | | | | 7,530 | | |

| Equity income | 192 | | | | 177 | | | | 157 | | |

| Income from discontinued operations, net of tax (Note 3) | 4,598 | | | | 1,034 | | | | 990 | | |

| Income from discontinued operations | 4,574 | | | | 987 | | | | 939 | | |

| Continuing operations | $ | 1.26 | | | $ | 1.27 | | | $ | 0.72 | |

| Discontinued operations | 5.23 | | | | 1.06 | | | | 0.99 | | |

The accompanying notes are an integral part of the consolidated financial statements.

| PricewaterhouseCoopers LLP |

| November 20, 2018 |

| | 31,400 | | | | 30,172 | | | | 20,837 | | |

| Products and systems* | 18,602 | | | | 17,220 | | | | 13,323 | | |

| | 22,020 | | | | 20,833 | | | | 15,183 | | |

| Gross profit | 9,380 | | | | 9,339 | | | | 5,654 | | |

| Equity income | 235 | | | | 240 | | | | 174 | | |

| Continuing operations | $ | 2.32 | | | $ | 1.75 | | | $ | 1.09 | |

| Discontinued operations | — | | | | (0.05 | | ) | | (2.38 | | ) |

| * | Products and systems consist of Building Technologies & Solutions and Power Solutions products and systems. Services are Building Technologies & Solutions technical services. |

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| Inventories | 3,224 | | | | 3,209 | | |

| Goodwill | 19,473 | | | | 19,688 | | |

| Depreciation and amortization | 1,085 | | | | 1,188 | | | | 953 | | |

| Deferred income taxes | (636 | | ) | | 1,125 | | | | (1,241 | | ) |

| Equity-based compensation | 115 | | | | 147 | | | | 142 | | |

| Accounts receivable | (513 | | ) | | (520 | | ) | | (344 | | ) |

| Other assets | 26 | | | | (480 | | ) | | 148 | | |

| Accrued income taxes | 637 | | | | (2,145 | | ) | | 2,080 | | |

| Capital expenditures | (1,030 | | ) | | (1,343 | | ) | | (1,249 | | ) |

| Cash transferred to Adient related to spin-off | — | | | | (665 | | ) | | — | | |

| At September 30, 2015 | $ | 10,335 | | | $ | 7 | | | $ | 3,740 | | | $ | 10,797 | | | $ | (3,152 | ) | | $ | (1,057 | ) |

| Comprehensive loss | (964 | | ) | | — | | | | — | | | | (868 | | ) | | — | | | | (96 | | ) |

| Repurchases of common stock | (501 | | ) | | — | | | | — | | | | — | | | | (501 | | ) | | — | | |

Prior to the open of business on October 31, 2016, each of the Company's shareholders received one ordinary share of Adient plc for every ten ordinary shares of Johnson Controls held as of the close of business on October 19, 2016, the record date for the distribution.

Company shareholders received cash in lieu of fractional shares of Adient, if any.

Following the separation and distribution, Adient plc is now an independent public company trading on the New York Stock Exchange ("NYSE") under the symbol "ADNT." The Company did not retain any equity interest in Adient plc.

The Power Solutions business is a leading global supplier of lead-acid automotive batteries for virtually every type of passenger car, light truck and utility vehicle.

The Company serves both automotive original equipment manufacturers and the general vehicle battery aftermarket.

The Company also supplies advanced battery technologies to power start-stop, hybrid and electric vehicles.

Under certain criteria as provided for in Financial Accounting Standards Board ("FASB") ASC 810, "Consolidation," the Company may consolidate a partially-owned affiliate.

To determine whether to consolidate a partially-owned affiliate, the Company first determines if the entity is a variable interest entity ("VIE").

An entity is considered to be a VIE if it has one of the following

characteristics: 1) the entity is thinly capitalized; 2) residual equity holders do not control the entity; 3) equity holders are shielded from economic losses or do not participate fully in the entity’s residual economics; or 4) the entity was established with non-substantive voting.

If the entity meets one of these characteristics, the Company then determines if it is the primary beneficiary of the VIE.

The party with the power to direct activities of the VIE that most significantly impact the VIE’s economic performance and the potential to absorb benefits or losses that could be significant to the VIE is considered the primary beneficiary and consolidates the VIE.

If the entity is not considered a VIE, then the Company applies the voting interest model to determine whether or not the Company shall consolidate the partially-owned affiliate.

Consolidated VIEs

Based upon the criteria set forth in ASC 810, the Company has determined that it was not the primary beneficiary in any VIEs for the reporting period ended September 30, 2018 and that it was the primary beneficiary in one VIE for the reporting period ended September 30, 2017, as the Company absorbed significant economics of the entity and had the power to direct the activities that are considered most significant to the entity.

[removed: Disclosure] [added: Disclosure] Controls and [removed: Procedures][added: Procedures]

[removed: Management’s] [added: Management’s] Report on Internal Control Over Financial [removed: Reporting][added: Reporting]

Based on this evaluation, the Company’s management has concluded that, as of September 30, [removed: 2018,] [added: 2019,] the Company’s internal control over financial reporting was effective.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the Company’s consolidated financial statements and the effectiveness of internal control over financial reporting as of September 30, [removed: 2018] [added: 2019] as stated in its report which is included in Item 8 of this Form 10-K and is incorporated by reference herein.

[removed: Changes] [added: Changes] in Internal Control Over Financial [removed: Reporting][added: Reporting]

There have been no changes in the Company’s internal control over financial reporting during the quarter ended September 30, [removed: 2018,] [added: 2019,] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

[removed: PART III][added: PART III]

In response to Part III, Items 10, 11, 12, 13 and 14, parts of the Company’s definitive proxy statement (to be filed pursuant to Regulation 14A within 120 days after Registrant’s fiscal year-end of September 30, [removed: 2018)] [added: 2019)] for its annual meeting to be held on March [removed: 6, 2019,] [added: 4, 2020,] are incorporated by reference in this Form 10-K.

The information relating to directors and nominees of Johnson Controls is set forth under the caption “Proposal Number One” in Johnson Controls’ proxy statement for its annual meeting of stockholders to be held on March [removed: 6, 2019] [added: 4, 2020] (the “Johnson Controls Proxy Statement”) and is incorporated by reference herein.

The following table provides information about the Company's equity compensation plans as of September 30, [removed: 2018:][added: 2019:]

| Equity compensation plans approved by shareholders | | 12,369,749 | | | $ | 35.07 | | | 34,144,013 | |

| Total | | 12,369,749 | | | $ | 35.07 | | | 34,144,013 | |

| Equity compensation plans approved by shareholders | | 17,836,062 | | | $ | 34.24 | | | 45,026,606 | |

| Total | | 17,836,062 | | | $ | 34.24 | | | 45,026,606 | |

[removed: PART IV][added: PART IV]

| [Report of Independent Registered Public Accounting [removed: Firm](#sCE2C3F910724B874358A8121D8CAAE3A)] [added: Firm](#sB8DFECB7C8D752AAB17AB983D3A07C2E)] | | [removed: [55](#sCE2C3F910724B874358A8121D8CAAE3A)] [added: [49](#sB8DFECB7C8D752AAB17AB983D3A07C2E)] |

| Consolidated Statements of Income for the years ended September 30, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017] | | [removed: [57](#sA45E6BCDD45B5E05AB9581219B50B585)] [added: [52](#sD7E8FB9B514A5D9B82CCBA87DACAA1D2)] |

| Consolidated Statements of Comprehensive Income (Loss) for the years ended September 30, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017] | | [removed: [58](#s137D9CBC47375BE33D7281219CF80D5B)] [added: [53](#sCE5191A9A8345C7FAC06D6FFB8A54EFB)] |

| Consolidated Statements of Financial Position at September 30, [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] | | [removed: [59](#s06619CA1BD9F5220AA2F812199A11CED)] [added: [54](#s9CDB806442765E8EA5EAEFA0EC286DB7)] |

| Consolidated Statements of Cash Flows for the years ended September 30, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017] | | [removed: [60](#sFFA40E8AF570F360592081219BD76489)] [added: [55](#s489D6218CDDC57C8B8A5F4C3E51CB828)] |

| Consolidated Statements of Shareholders’ Equity for the years ended September 30, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017] | | [removed: [61](#s0BAC34452E912B31930681219A9F51ED)] [added: [56](#s8FEB2929B1E554D29C34C5274E4F9BCB)] |

| [Notes to Consolidated Financial [removed: Statements](#sB71858AE6711733114ED8121DA462E69)] [added: Statements](#s64AAE884F6A85516A260E02155C55F88)] | | [removed: [62](#sB71858AE6711733114ED8121DA462E69)] [added: [57](#s64AAE884F6A85516A260E02155C55F88)] |

| For the years ended September 30, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016:] [added: 2017:] | | |

| [Schedule II - Valuation and Qualifying [removed: Accounts](#sEDC6BAAE4C9AFACD834281219A366CCA)] [added: Accounts](#s43ABE32964EF5899BECE1407058DDAA8)] | | [removed: [125](#sEDC6BAAE4C9AFACD834281219A366CCA)] [added: [118](#s43ABE32964EF5899BECE1407058DDAA8)] |

| Reference is made to the separate exhibit index contained on [removed: pages 130 through 135] [added: page [123](#sF9D46E7685F7522E825A8088D2891E66)] filed herewith. | | |

[removed: SIGNATURES][added: SIGNATURES]

| | [removed: Executive] Vice [removed: President] [added: Chairman] and Chief Financial Officer |

| Date: | November [removed: 20, 2018] [added: 21, 2019] |

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of November [removed: 20, 2018,] [added: 21, 2019,] by the following persons on behalf of the registrant and in the capacities indicated:

| /s/ George R. Oliver George R. Oliver Chairman and Chief Executive Officer (Principal Executive Officer) | | /s/ Brian J. Stief Brian J. Stief [removed: Executive] Vice [removed: President] [added: Chairman] and Chief Financial Officer (Principal Financial Officer) |

| /s/ [removed: Mike Daniels Mike Daniels] [added: Pierre Cohade Pierre Cohade] Director | | /s/ [removed: Roy Dunbar Roy Dunbar] [added: Mike Daniels Mike Daniels] Director |

| /s/ [removed: Brian Duperreault Brian Duperreault Director | | /s/] Gretchen R. Haggerty Gretchen R. Haggerty Director | [added: | /s/ Simone Menne Simone Menne Director |]

| /s/ [removed: Simone Menne Simone Menne Director | | /s/] Juan Pablo del Valle Perochena Juan Pablo del Valle Perochena Director | [added: | /s/ Roy Dunbar Roy Dunbar Director |]

[removed: Johnson] [added: Johnson] Controls International [removed: plc][added: plc]

[removed: Index] [added: Index] to [removed: Exhibits][added: Exhibits]

| [removed: Exhibit] [added: Exhibit] | | [removed: Title] [added: Title] |

| 10.2 | | [removed: [Letter Amendment] [added: [Amendment] No. 1 dated as of [removed: September] [added: November] 1, 2016 to the [removed: Term Loan] Credit Agreement, dated as of March 10, 2016, among [added: Johnson Controls, Inc., Johnson Controls International plc,] Tyco [added: Fire & Security Finance S.C.A. and Tyco] International [removed: Holding S.à r.l., each of] [added: Finance S.A.,] the [removed: initial lenders named therein, Citibank, N.A., as administrative agent, Citigroup Global Markets Inc., Merrill, Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC] [added: financial parties thereto] and JPMorgan Chase [removed: Bank N.A.] [added: Bank, N.A.,] as [removed: joint lead arrangers and joint bookrunners] [added: administrative agent] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.8] to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2017 filed on November 21, [removed: 2017)](http://www.sec.gov/Archives/edgar/data/833444/000083344417000060/ex1022017plc10-k.htm)] [added: 2017)](http://www.sec.gov/Archives/edgar/data/833444/000083344417000060/ex1082017plc10-kplaceholder.htm)] |

| [removed: 10.8] [added: 10.1] | | [Credit Agreement, dated as of March 10, 2016, among Johnson Controls, Inc., the financial institutions parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 4.2 to Johnson Controls, Inc.’s Current Report on Form 8-K filed March 16, 2016) (Commission File No. 1-5097)](http://www.sec.gov/Archives/edgar/data/53669/000110465916105361/a16-6402_1ex4d2.htm) |

| [removed: 10.10] [added: 10.4] | | [removed: [Transition Services] [added: [Tax Matters] Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient Limited (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the registrant’s Current Report on Form 8-K filed on September 9, [removed: 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143835/a16-18104_1ex10d1.htm)] [added: 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143835/a16-18104_1ex10d2.htm)] |

| [removed: 10.11] [added: 10.5] | | [removed: [Tax] [added: [Employee] Matters Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient Limited (incorporated by reference to Exhibit [removed: 10.2] [added: 10.3] to the registrant’s Current Report on Form 8-K filed on September 9, [removed: 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143835/a16-18104_1ex10d2.htm)] [added: 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143835/a16-18104_1ex10d3.htm)] |

| [removed: 10.12] [added: 10.32] | | [removed: [Employee Matters Agreement,] [added: [Letter Agreement] dated as of September [removed: 8, 2016, by and] [added: 14, 2017] between Johnson Controls International plc and [removed: Adient Limited] [added: Brian J. Stief] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.4] to the registrant’s Current Report on Form 8-K filed on September [removed: 9, 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143835/a16-18104_1ex10d3.htm)] [added: 15, 2017)](http://www.sec.gov/Archives/edgar/data/833444/000119312517286406/d457963dex104.htm)] |