Johnson Controls International (JCI) 10-K risk factor changes: FY2021 vs FY2020

[removed: The] [added: Impacts related to the] COVID-19 pandemic could have an adverse effect on our business, financial condition, results of operations and cash flows.

The global outbreak of COVID-19 has [removed: severely restricted the level of] [added: disrupted] economic activity around the [removed: world and has caused a significant contraction in the global economy.][added: world.]

As a [removed: result of the COVID-19 pandemic,] [added: result,] we and our affiliates, employees, suppliers, customers and others have been and may continue to be restricted or prevented from conducting normal business activities, including as a result of shutdowns, travel restrictions and other actions that may be requested or mandated by governmental authorities.

[removed: While a substantial portion of our businesses have been classified as essential in] jurisdictions in which facility closures have been mandated, [removed: some of our facilities have nevertheless been ordered to close, and] we can give no assurance that there will not be additional closures in the future or that our businesses [added: and facilities] will be classified as essential in each of the jurisdictions in which we operate.

In [removed: addition,] [added: response to the challenges presented by COVID-19,] we [removed: have] modified our business [removed: practices (including] [added: practices, including restricting non-essential] employee travel, [removed: employee] [added: implementing remote] work [removed: locations] [added: protocols,] and [removed: cancellation of] [added: limiting] physical participation in meetings, events and [removed: conferences),] [added: conferences,] and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers, partners and suppliers.

[removed: The focus on managing and mitigating the impacts of COVID-19 on our business] [added: This] may cause us to divert or delay the application of our resources toward new initiatives or investments, which may adversely impact our future results of operations.

We may also experience impacts from market [removed: downturns] [added: forces] and changes in consumer behavior related to pandemic fears as a result of COVID-19.

The extent to which the COVID-19 pandemic [removed: impacts] [added: continues to impact] our [added: results of operations and] financial condition will depend on future developments that are highly uncertain and cannot be predicted, including [removed: new information that may emerge concerning] the [removed: severity] [added: resurgence] of [removed: COVID-19,] [added: COVID-19 and its variants in regions recovering from] the [removed: longevity] [added: impacts] of [removed: COVID-19,] the [added: pandemic, the effectiveness of COVID-19 vaccines and the speed at which populations are vaccinated around the globe, the] impact of COVID-19 on economic [removed: activity, the] [added: activity and regulatory] actions [added: taken] to contain [removed: its impacts] [added: the impact of COVID-19] on public [removed: health,] [added: health] and the global [removed: economy and the speed at which economic activity resumes following the lifting of measures designed to mitigate the spread of COVID-19.][added: economy.]

[removed: 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.

During such economic downturns, [removed: including the current economic downturn caused by COVID-19,] customers in these industries tend to delay major capital projects, including greenfield construction, maintenance projects and upgrades.

Additionally, demand for our products and services may be affected by volatility in [removed: energy] [added: energy, component] and commodity prices and fluctuating demand forecasts, as our customers may be more conservative in their capital planning, which may reduce demand for our products and services.

[added: Exchange rates can be volatile and a substantial weakening of foreign currencies against the] U.S. dollar could reduce our profit margin in various locations outside of the U.S. and adversely impact the comparability of results from period to period.

Competition or other regulatory investigations can continue for several years, be costly to defend and can result in [removed: substantial fines.]

The effects of climate change, such as extreme weather [removed: conditions,] [added: conditions and water scarcity,] create financial risks to our business.

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

Increased public awareness and concern regarding global climate change will result in more [removed: regional and/or federal requirements] [added: regulations designed] to reduce greenhouse gas emissions.

While we have been committed to continuous improvements to our product portfolio to meet and exceed anticipated [removed: regulatory standard levels,] [added: regulations and preferences,] there can be no assurance that our commitments will be successful, that our products will be accepted by the market, that proposed regulation or deregulation will not have a negative competitive impact or that economic returns will reflect our investments in new product development.

For example, proposed [removed: federal and] [added: federal,] state [added: and European Union] legislative action concerning the use and clean-up of fire-fighting foam products could negatively impact our fire-fighting business and our results of operations, thereby enhancing the risks to our business described under “Potential liability for environmental contamination could result in substantial costs” below.

We cannot assure you that our internal control policies and procedures will always protect us from reckless or criminal acts committed by our employees or [removed: third party] [added: third-party] intermediaries.

Agreements relating to the sale of products to government entities may be subject to termination, reduction or modification, either at the convenience of the [added: government or for failure to perform under the applicable contract.]

[removed: If we were charged with wrongdoing as a result of an investigation, we could be suspended from bidding on or] receiving awards of new government contracts, which could have a material adverse effect on the Company's results of operations.

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 [added: services and] solutions businesses and our OpenBlue platform.

In addition, we are [removed: increasingly] relying on our IT infrastructure to support our operations as we manage the impact of COVID-19, including through initiating remote-work protocols for a substantial number of our employees in regions impacted by the spread of the virus.

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 [removed: third party] [added: third-party] service providers, including cloud providers.

[removed: While we have experienced, and expect to] continue to experience, these types of threats and incidents, none of them to date [removed: have] [added: has] 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 [removed: cyber attacks,] [added: cyber-attacks,] continuous monitoring of our IT networks and systems, maintenance of backup and protective systems and the incorporation of cybersecurity design throughout the lifecycle of our products.

[added: Cybersecurity incidents aimed at the] software imbedded in our products could lead to [removed: third party] [added: 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 [removed: products.][added: products and the role they play in managing building systems.]

The potential consequences of a material cybersecurity incident include financial loss, reputational damage, [removed: litigation with third parties,] [added: adverse health, safety, and environmental consequences, exposure to legal claims or enforcement actions,] theft of intellectual property, fines levied by the Federal Trade [removed: Commission,] [added: Commission or other governmental organizations,] diminution in the value of our investment in research, development and engineering, and increased cybersecurity protection and remediation [removed: costs due to the increasing sophistication and proliferation of threats,] [added: costs,] which in turn could adversely affect our competitiveness and results of operations.

Data privacy, identity [removed: protection,] [added: protection] and information security [added: compliance] may require significant resources and presents certain risks.

Products under patent protection usually generate significantly higher revenues than [removed: those not protected by patents.]

Unlike many of our competitors, [removed: the Company relies] [added: we rely] on a direct sales channel for a substantial portion of our revenue.

The direct channel provides for the installation of fire and security solutions, and HVAC equipment manufactured by [removed: the Company.][added: us.]

If our operations, particularly at our monitoring facilities and/or manufacturing facilities, were to be disrupted as a result of significant equipment failures, natural disasters, [added: climate change,] power outages, fires, explosions, terrorism, sabotage, adverse weather conditions, public health [removed: crises,] [added: crises (including COVID-19 related shutdowns),] labor [removed: disputes] [added: disputes, labor shortages] or other reasons, we may be unable to effectively respond to alarm signals, fill customer orders and otherwise meet obligations to or demand from our customers, which could adversely affect our financial performance.

[removed: However, any recovery under our] insurance policies may not offset the lost sales or increased costs that may be experienced during the disruption of operations, which could adversely affect our business, financial condition, results of operations and cash flows.

We employ approximately [removed: 97,000] [added: 101,000] people worldwide.

Approximately [removed: 21%] [added: 22%] of these employees are covered by collective bargaining agreements or works councils.

See Note [removed: 22,] [added: 23,] “Commitments and Contingencies,” of the notes to consolidated financial statements for additional information on these matters.

The goodwill and intangible assets recorded with past [removed: acquisitions, including our merger with Tyco,] [added: acquisitions] were significant and impairment of such assets could result in a material adverse impact on our financial condition and results of operations.

Some [removed: divestitures, like the Power Solutions divestiture,] [added: divestitures] may be dilutive to earnings.

[removed: In addition, divestitures may result in significant asset impairment charges, including those related to] goodwill and other intangible assets, which could have a material adverse effect on our financial condition and results of operations.

Provided below is a cautionary discussion of what we believe to be the most important risk factors applicable to the Company.

Discussion of these factors is incorporated by reference into and considered an integral part of Part II, Item 7, “Management’s Discussion and Analysis of Financial Conditions and Results of Operations.” The disclosure of a risk should not be interpreted imply that such risk has not already materialized.

Additional risks not currently known to the Company or that the Company currently believes are immaterial also may impair the Company’s business, financial condition, results of operations and cash flows.

While a substantial portion of our businesses and facilities have been classified as essential in

In September 2021, the Biden Administration issued an executive order requiring U.S.-based employees, contractors, and subcontractors, that work on or in support of U.S. Government contracts, to be fully vaccinated by January 4, 2022.

The executive order includes on-site and remote U.S.-based employees, contractors and subcontractors and it only permits limited exceptions for medical and religious reasons.

The Occupational Safety and Health Administration ("OSHA") has also issued rules requiring that all large employers in the U.S. have employee populations that are fully vaccinated against or regularly tested for COVID-19 at least once per week by January 4, 2022, however, the implementation of the OSHA rules has been blocked by a federal appeals court, subject to the resolution of ongoing litigation challenging the constitutionality of the rules.

These actions are or are expected to be applicable to our U.S. operations and our federal contracting business, and we have announced an internal vaccine mandate with respect to our U.S.-based employees who fall within the scope of the federal contractor and subcontractor executive order.

It is also possible that additional vaccine mandates may be announced in other jurisdictions in which our businesses operate.

In addition, certain customers have issued vaccine requirements with respect to our employees who provide on-site service at customer facilities.

Our efforts to comply with these mandates, including requiring that some or all of our employees be fully vaccinated against COVID-19, could result in increased labor attrition and disruption, as well as difficulty securing future labor needs, and could adversely impact our ability to deliver services to our U.S. federal government customers and potentially other customers, which could in turn adversely impact our results of operations.

Although we experienced increases in both demand and volumes during fiscal 2021 as governments distributed vaccines and lifted COVID-19-related restrictions, challenges in achieving sufficient vaccination levels and the introduction of new variants of COVID-19 have and could continue to negatively impact our results of operations due to the extension or reinstitution of lockdowns and similar restrictive measures, limited access to customer sites to perform installation and service work, the delay or abandonment of projects on which we provide products and/or services, and the general adverse impacts on demand and sales volumes from industries that are sensitive to economic downturns and volatility in commodity prices.

In addition, the Company has experienced and could continue to experience labor shortages at its facilities as the Company expands its production capacity to meet increased customer demand.

The ability of suppliers to deliver raw materials, parts and components to our manufacturing facilities, and our ability to manufacture without disruption, could affect our results of operations.

We use a wide range of materials (primarily steel, copper and aluminum) and components (including semiconductors and other electronic components) in the global production of our products, which come from numerous suppliers around the world.

Because not all of our business arrangements provide for guaranteed supply and some key parts may be available only from a single supplier or a limited group of suppliers, we are subject to supply and pricing risk.

Our operations and those of our suppliers are subject to disruption for a variety of reasons, including COVID-19-related supplier plant shutdowns or slowdowns, transportation delays, work stoppages, labor relations, labor shortages, price inflation, governmental regulatory and enforcement actions, intellectual property claims against suppliers, financial issues such as supplier bankruptcy, information technology failures, and hazards such as fire, earthquakes, flooding, or other natural disasters.

For example, we expect to continue to be impacted by the following supply chain issues, due to economic, political and other factors largely beyond our control: increased input material costs and component shortages; supply chain disruptions and delays and cost inflation, all of which could continue or escalate in the future.

The effects of climate change, including extreme weather events, long-term changes in temperature levels, water availability, increased cost for decarbonizing process heating, supply costs impacted by increasing energy costs, or energy costs impacted by carbon prices or offsets may exacerbate these risks.

Such disruptions could interrupt our ability to manufacture certain products.

Any significant disruption could materially and adversely affect our business, financial condition, results of operations and cash flows.

Material supply shortages and delays in deliveries, along with other factors such as price inflation, can also result in increased pricing.

While many of our customers permit quarterly or other periodic adjustments to pricing based on changes in component prices and other factors, we may bear the risk of price increases that occur between any such repricing or, if such repricing is not permitted, during the balance of the term of the particular customer contract.

We have experienced, and expect to continue to experience, increased commodity costs as a result of global macroeconomic trends.

While we have taken action to offset increasing commodity costs as described above, we have nonetheless experienced negative impacts on profitability as a result of such increased costs.

Continued increased commodity costs could continue to negatively impact our results of operations to the extent we are unable to successfully mitigate and offset the impact of these costs.

Additionally, volatility in commodity and component prices, as well as commodity and component shortages, can negatively

substantial fines.

In December 2020, the U.K. and the European Union announced they had entered into a post-Brexit deal on certain aspects of trade and other strategic and political issues.

Depending on the application of the terms of the trade and cooperation agreement between the U.K. and the European Union, we could face increased regulatory costs and challenges.

The implications of these uncertainties could affect our business, financial position and results of operations.

We are also subject to a complex network of tax laws and tax treaties that impact our effective tax rate.

For more information on risks related to tax regulation, see “Risks Related to Tax Matters” below.

These regulations tend to be implemented under global, national and sub-national climate objectives or policies, and target the global warming potential (“GWP”) of refrigerants, equipment energy efficiency, and the combustion of fossil fuels as a heating source.

Many of our products consume energy and use refrigerants.

Regulations which seek to reduce greenhouse gas emissions present a risk to our global products business, predominantly our HVAC business, if we do not adequately prepare our product portfolio.

Further, our customers and the markets we serve may impose emissions or other environmental standards through regulation, market-based emissions policies or consumer preference that we may not be able to timely meet due to the required level of capital investment or technological advancement.

As of the date of this filing, we have made several public commitments regarding our intended reduction of carbon emissions, including commitments to achieve net zero carbon emissions by 2040 and the establishment of science-based targets to reduce carbon emissions from our operations and the operations of our customers.

Although we intend to meet these commitments, we

may be required to expend significant resources to do so, which could increase our operational costs.

In response to this outbreak, the governments of many countries, states, cities and other geographic regions have taken preventive or protective actions, such as imposing restrictions on travel and business operations.

Currently, the effectiveness of economic stabilization efforts and other measures being taken to mitigate the effects of these actions and the spread of COVID-19 remains uncertain.

Such actions have prevented, and may in the future prevent us from accessing the facilities of our customers to deliver and install products, provide services and complete maintenance.

Although some governments have lifted shutdown orders and similar restrictions, a resurgence in the spread of COVID-19 could cause the reinstitution of such preventive or protective measures.

For example, during portions of fiscal year 2020, we experienced temporary reductions of our manufacturing and operating capacity in India, China and Mexico as a result of government-mandated actions to control the spread of COVID-19.

Further, we have experienced, and may continue to experience, disruptions or delays in our supply chain as a result of such actions, which have resulted in higher supply chain costs to us in order to maintain the supply of materials and components for our products.

For example, we experienced a decline in demand in our global businesses as a result of the impact of efforts to contain the spread of COVID-19.

In addition, our customers may choose to delay or abandon projects on which we provide products and/or services.

We may also experience adverse impacts on demand and sales volumes from industries that are sensitive to economic downturns and volatility in commodity prices.

For example, in fiscal year 2020, we were required to record an impairment charge of indefinite-lived intangible assets primarily related to our retail business and an impairment of the North America Retail reporting unit's goodwill.

If the COVID-19 pandemic becomes more pronounced in our global markets, experiences a resurgence in markets recovering from the spread of COVID-19, or if another significant natural disaster or pandemic were to occur in the future, our operations in areas impacted by such events could experience further adverse financial impacts due to market changes and other resulting

events and circumstances.

Exchange rates can be volatile and a substantial weakening of foreign currencies against the

Although it is unknown what the full terms of the U.K.’s future relationship with the European Union will be, it is possible that the U.K. may be at risk of losing access to free trade agreements for goods and services with the EU and other countries, which may result in increased tariffs on U.K. imports and exports that could have an adverse effect on our profitability.

For example, policies are being implemented to curtail the use of high global warming potential refrigerants, increase building energy

efficiency, and shift away from the combustion of fossil fuels as a heating source.

In some cases, these policies may render our existing technology and products noncompliant, particularly within our line of HVAC products and solutions.

government or for failure to perform under the applicable contract.

Cybersecurity incidents aimed at the

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.

Plaintiffs in these cases generally seek compensatory damages, including damages for alleged personal injuries, medical monitoring, diminution in property values, investigation and remediation costs, and natural resources damages, and also seek punitive damages and injunctive relief to address remediation of the alleged contamination.

Acquisitions involve numerous other risks, including:

- the diversion of management attention to integration matters;

- difficulties in integrating operations and systems;

- challenges in conforming standards, controls, procedures and accounting and other policies, business cultures and

compensation structures;

- difficulties in assimilating employees and in attracting and retaining key personnel;

- challenges in keeping existing customers and obtaining new customers;

- difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects;

- contingent liabilities (including contingent tax liabilities) that are larger than expected; and

- potential unknown liabilities, adverse consequences and unforeseen increased expenses associated with acquired

companies.

For example, we completed the spin-off of our Automotive Experience business in October 2016 and sold our Scott Safety business in October 2017.

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

With respect to the Power Solutions divestiture, there can be no assurance whether the strategic benefits and expected financial impact of the divestiture will be achieved.

classified as a non-U.S. corporation (and, therefore, a non-U.S. tax resident) under these rules.

Additionally, the U.S. Congress, government agencies in jurisdictions where we and our affiliates do business, and the Organization for Economic Co-operation and Development have focused on issues related to the taxation of multinational corporations, such as base erosion and profit shifting.

Additionally, the tax laws of Ireland and other jurisdictions could change in the future, and such changes could cause a material increase in our effective tax rate.

A judgment obtained against us will be enforced by the courts of Ireland if the following general requirements are met:

- the judgment must be final and conclusive and the decree must be final and unalterable in the court which pronounces it.

The Company [removed: engineers, manufactures] [added: is a global leader in engineering, manufacturing] and [removed: commissions] [added: commissioning] building products and systems, including residential and commercial HVAC equipment, industrial refrigeration systems, controls, security systems, [removed: fire detection] [added: fire-detection] systems and [removed: fire suppression] [added: fire-suppression] solutions.

The Company further serves customers by providing technical services, including maintenance, [added: management,] repair, retrofit and replacement of equipment (in the HVAC, [added: industrial refrigeration,] security and fire-protection space), energy-management consulting and data-driven “smart building” services and solutions powered by its [removed: digital platforms] [added: OpenBlue software platform] and capabilities.

This discussion summarizes the significant factors affecting the consolidated operating results, financial condition and liquidity of the Company for the fiscal year ended September 30, [removed: 2020.][added: 2021.]

[removed: A detailed discussion of the 2019 to 2018] year-over-year changes are not included herein and can be found in [removed: the] [added: [the] Management's Discussion and Analysis section in the Company's [removed: 2019] [added: 2020] Annual Report on Form 10-K filed November [removed: 21, 2019.][added: 16, 2020 under the heading "Fiscal year 2020 compared to fiscal year 2019,"](http://www.sec.gov/ix?doc=/Archives/edgar/data/0000833444/000083344420000048/jci-20200930.htm) which is incorporated herein by reference.]

The global outbreak of COVID-19 [removed: has] severely restricted the level of economic activity around the world and [removed: has] caused a significant contraction in the global economy.

[removed: In response to the challenges presented by COVID-19, the] [added: The] Company [removed: has focused] [added: continues to focus] its efforts on preserving the health and safety of its employees and customers, as well as maintaining the continuity of its operations.

The Company [removed: has] modified its business practices in response to the COVID-19 outbreak, including restricting non-essential employee travel, [removed: implementation of] [added: implementing] remote work protocols, and [removed: cancellation of] [added: limiting] physical participation in meetings, events and conferences.

The Company [removed: has] also instituted preventive measures at its facilities, including enhanced health and safety protocols, temperature screening, requiring face coverings for all [added: unvaccinated] employees and encouraging employees to follow similar protocols when away from work.

[removed: The Company has adopted a] multifaceted framework to guide its decision making [removed: when evaluating the readiness of] [added: as it reopens] its [added: offices and] facilities to [removed: safely reopen and operate,] [added: employees,] and will continue to monitor and audit its facilities to ensure that they are in compliance with the Company’s COVID-19 safety requirements.

The Company [added: initially] experienced a decline in demand and volumes in its global businesses as a result of the impact of efforts to contain the spread of COVID-19.

Specifically, [added: during portions of fiscal 2020,] the Company experienced lower demand due to restricted access to customer sites to perform service and installation work as well as reduced discretionary capital spending by the Company's customers.

[removed: The] [added: As a result of the pandemic, the] Company has seen an increase in demand for its products and solutions that promote building health and optimize customers’ infrastructure, including thermal cameras, indoor air quality, location-based services for contact tracing and touchless access control.

There were no indefinite-lived [removed: intangibles or goodwill] [added: intangible asset] impairments resulting from the fiscal [removed: 2020] [added: 2021] annual impairment [removed: tests performed in the fourth quarter of fiscal 2020.][added: test.]

[added: -] The Company [removed: continues to actively monitor] [added: believes] its [added: capital resources and] liquidity position [removed: and working capital] [added: at September 30, 2021 are adequate to meet projected] needs.

The extent to which the COVID-19 [removed: outbreak] [added: pandemic] continues to impact the Company’s results of operations and financial condition will depend on future developments that are highly uncertain and cannot be predicted, including [removed: new information that may emerge concerning] the [removed: severity and longevity of COVID-19, the] resurgence of COVID-19 [added: and its variants] in regions [removed: that have begun to recover] [added: recovering] from the [removed: initial impact] [added: impacts] of the pandemic, the [added: effectiveness of COVID-19 vaccines and the speed at which populations are vaccinated around the globe, the] impact of COVID-19 on economic activity, and [removed: the] [added: regulatory] actions [added: taken] to contain its impact on [added: public health and the global economy.]

See Part I, Item 1A, [removed: Risk Factors,] [added: of this Annual Report on Form 10-K] for an additional discussion of risks related to COVID-19.

FISCAL YEAR [removed: 2020] [added: 2021] COMPARED TO FISCAL YEAR [removed: 2019][added: 2020]

| (in millions) | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | Change | | |

| Net sales | | | $ | [removed: 22,317] [added: 23,668] | | | | | $ | [removed: 23,968] [added: 22,317] | | | | | [removed: \-7] [added: 6] | | % |

The [removed: decrease] [added: increase] in net sales was due to [removed: lower] [added: higher] organic sales [removed: ($1,543] [added: ($932] million), the [removed: unfavorable] [added: favorable] impact of foreign currency translation [removed: ($150] [added: ($447] million) and [added: incremental sales from acquisitions ($253 million), partially offset by] lower sales due to business divestitures [removed: ($11 million), partially offset by acquisitions ($53] [added: ($275 million) and the impact of nonrecurring purchase accounting adjustments ($6] million).

Excluding the impact of foreign currency [removed: translation and] [added: translation,] business acquisitions and [removed: divestitures,] [added: divestitures and nonrecurring adjustments,] consolidated net sales [removed: decreased 6%] [added: increased 4%] as compared to the prior [removed: year due to lower demand,] [added: year,] primarily attributable to the [added: increased demand generated by the] COVID-19 [removed: pandemic.][added: pandemic recovery.]

| Cost of sales | | | $ | [removed: 14,906] [added: 15,609] | | | | | $ | [removed: 16,275] [added: 14,906] | | | | | [removed: \-8] [added: 5] | | % |

| Gross profit | | | [removed: 7,411] [added: 8,059] | | | | | | [removed: 7,693] [added: 7,411] | | | | | | [removed: \-4] [added: 9] | | % |

| % of sales | | | [removed: 33.2] [added: 34.1] | | % | | | | [removed: 32.1] [added: 33.2] | | % | | | | | | |

Cost of sales and gross profit both [removed: decreased] [added: increased] and gross profit as a percentage of sales increased by [removed: 110] [added: 90] basis points.

Foreign currency translation had a favorable impact on [removed: cost of sales] [added: equity income] of [removed: approximately $100] [added: $12] million.

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

| Selling, general and administrative expenses | | | $ | [removed: 5,665] [added: 5,258] | | | | | $ | [removed: 6,244] [added: 5,665] | | | | | [removed: \-9] [added: \-7] | | % |

| % of sales | | | [removed: 25.4] [added: 22.2] | | % | | | | [removed: 26.1] [added: 25.4] | | % | | | | | | |

Selling, general and administrative expenses ("SG&A") decreased by [removed: $579] [added: $407] million, and SG&A as a percentage of sales decreased by [removed: 70] [added: 320] basis points.

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

| Restructuring and impairment costs | | | $ | [removed: 783] [added: 242] | | | | | $ | [removed: 235] [added: 783] | | | | | [removed: *] [added: \-69] | | [added: %] |

Refer to Note [removed: 7, "Goodwill and Other Intangible Assets," Note 16,] [added: 17,] "Significant Restructuring and Impairment Costs," [removed: and] Note [removed: 17,] [added: 18,] "Impairment of Long-Lived Assets," [added: and Note 8, "Goodwill and Other Intangible Assets,"] of the notes to consolidated financial statements for further disclosure related to the Company's restructuring plans and impairment costs.

| Net financing charges | | | $ | [removed: 231] [added: 206] | | | | | $ | [removed: 350] [added: 231] | | | | | [removed: \-34] [added: \-11] | | % |

Refer to Note [removed: 9,] [added: 10,] "Debt and Financing Arrangements," of the notes to consolidated financial statements for further disclosure related to the Company's net financing charges.

| Equity income | | | $ | [removed: 171] [added: 261] | | | | | $ | [removed: 192] [added: 171] | | | | | [removed: \-11] [added: 53] | | % |

The [removed: decrease] [added: increase] in equity income was primarily due to [removed: lower] [added: higher] income at certain partially-owned affiliates of the Johnson Controls - Hitachi joint [removed: venture primarily due to the unfavorable impact of the COVID-19 pandemic.][added: venture.]

| Income tax provision [removed: (benefit)] | | | $ | [removed: 108] [added: 868] | | | | | $ | [removed: (233)] [added: 108] | | | | | * | | |

| Effective tax rate | | | [removed: 12] [added: 33] | | % | | | | [removed: \-22] [added: 12] | | % | | | | | | |

For fiscal 2020, the effective [removed: tax] rate for continuing operations was 12% and was lower than the statutory tax rate primarily due to tax audit reserve adjustments, the income tax effects of mark-to-market adjustments, valuation allowance adjustments and the benefits of continuing global tax planning initiatives, partially offset by a discrete tax charge related to the remeasurement of deferred tax assets and liabilities as a result of Swiss tax reform, the tax impact of an impairment charge and tax rate differentials.

Johnson Controls International plc, headquartered in Cork, Ireland, is a global leader in smart, healthy and sustainable buildings, serving a wide range of customers in more than 150 countries.

The Company’s products, services, systems and solutions advance the safety, comfort and intelligence of spaces to serve people, places and the planet.

The Company is committed to helping its customers win and creating greater value for all of its stakeholders through its strategic focus on buildings.

The Company partners with customers by leveraging its broad product portfolio and digital capabilities powered by OpenBlue, together with its direct channel service and solutions capabilities, to deliver outcome-based solutions across the lifecycle of a building that address customers’ needs to improve energy efficiency and reduce greenhouse gas emissions.

A detailed discussion of the 2020 to 2019

Macroeconomic Trends

Much of the demand for installation of the Company’s products and solutions is driven by commercial and residential construction and industrial facility expansion and maintenance projects.

Commercial and residential construction projects are heavily dependent on general economic conditions, localized demand for commercial and residential real estate and availability of credit.

Positive or negative fluctuations in commercial and residential construction, industrial facility expansion and maintenance projects and other capital investments in buildings could have a corresponding impact on the Company’s financial condition, results of operations and cash flows.

As a result of the Company’s global presence, a significant portion of its revenues and expenses is denominated in currencies other than the U.S. dollar.

The Company is therefore subject to non-U.S. currency risks and non-U.S. exchange exposure.

While the Company employs financial instruments to hedge some of its transactional foreign exchange exposure, these activities do not insulate it completely from those exposures.

Exchange rates can be volatile and a substantial weakening or strengthening of foreign currencies against the U.S. dollar could increase or reduce the Company’s profit margin in various locations outside of the U.S. and impact the comparability of results from period to period.

The Company continues to observe trends demonstrating increased interest and demand for safe, efficient and sustainable buildings, and seeks to capitalize on these trends to drive growth by developing and delivering technologies and solutions to create smart and healthy buildings.

In 2020, the Company launched its software platform, OpenBlue, enabling enterprises to manage all aspects of their physical spaces delivering sustainability, new occupant experiences, and safety and security by combining the Company’s building expertise with cutting-edge technology, including AI-powered service solutions such as remote diagnostics, predictive maintenance, compliance monitoring and advanced risk assessments.

The Company continues to leverage its install base, together with data-driven products and services to offer outcome-based solutions to customers with a focus on generating accelerated growth in services and recurring revenue for the Company.

In January 2021, the Company committed to invest 75 percent of its new product research and development in climate-related innovation to develop sustainable products and services.

The Company has experienced, and expects to continue to experience, increased input material cost inflation and component shortages, as well as disruptions and delays in its supply chain, as a result of global macroeconomic trends (including increased global demand), government-mandated actions in response to COVID-19 and labor shortages.

Actions taken by the Company to mitigate supply chain disruptions and inflation, including expanding and redistributing its supplier network, supplier financing, price increases and productivity improvements, have generally been successful in offsetting some, but not all, of the impact of these trends.

As a result, these trends have negatively impacted the Company’s revenue and margins.

The Company expects that these trends will continue in fiscal year 2022.

Therefore, the Company could experience further disruptions, shortages and price increases in the future, the effect of which will depend on the Company’s ability to successfully mitigate and offset the impact of these events.

Although shutdown orders and similar restrictions have been lifted in many jurisdictions in conjunction with the global distribution of vaccines, challenges in achieving sufficient vaccination levels and the spread of new variants of COVID-19 have caused some governments to extend or reinstitute restrictions in impacted areas.

During fiscal 2021, the Company’s facilities generally operated at normal levels.

The Company has adopted and implemented a

In fiscal 2021, the Company has experienced increases in both demand and volumes as governments have distributed vaccines and lifted COVID-19-related restrictions, leading to increases in retrofit activity and, to a lesser extent, commercial building construction.

However, the Company continues to be influenced by COVID-19-related trends impacting site access and the labor force, which have and may continue to negatively impact the Company’s revenues and margins.

Challenges in reaching sufficient vaccination levels and the introduction of new variants of COVID-19 have caused some governments to extend or reinstitute lockdowns and similar restrictive measures, which, in some cases, have limited the Company’s ability to access customer sites to install and maintain its products and deliver services.

In addition, the Company has experienced and continues to experience labor shortages at certain facilities as the Company expands its production capacity to meet increased customer demand.

Although the Company is mitigating these shortages through focused recruitment efforts and competitive compensation packages, the Company could continue to experience such shortages in the future.

Recently, the U.S. Government has promulgated orders mandating vaccinations or regular COVID-19 testing for large employers and federal contractors.

The Company’s efforts to comply with these mandates, including requiring that some or all of its employees be fully vaccinated against COVID-19, could result in increased labor attrition or disruption, and could adversely impact the Company’s ability to deliver services to our U.S. federal government customers and potentially other customers.

Restructuring and Cost Optimization Initiatives

In fiscal 2021, the Company announced its plans to optimize its cost structure through broad-based SG&A actions focused on simplification, standardization and centralization, with the intent to deliver annualized savings of $300 million by fiscal 2023.

Additionally, the Company announced cost of sales actions to drive $250 million in annual run rate savings by fiscal 2023.

For more information on the Company’s restructuring plans, see “Liquidity and Capital Resources—Restructuring.”

Gross profit increased due to organic sales growth, favorable year-over-year impact of net pension mark-to-market adjustments ($207 million) and business acquisitions, partially offset by the unfavorable impact of foreign currency translation ($307 million) and business divestitures.

| (in millions) | | | 2021 | | | | | | 2020 | | | | | | Change | | |

The decrease in SG&A was primarily due to favorable year-over-year impact of net mark-to-market adjustments on pension plans ($453 million) and favorable impacts of cost mitigation actions and reductions in discretionary spend in the current year, partially offset by the unfavorable impact of foreign currency translation ($97 million).

| (in millions) | | | 2021 | | | | | | 2020 | | | | | | Change | | |

In response to this outbreak, the governments of many countries, states, cities and other geographic regions have taken preventative or protective actions, such as imposing restrictions on travel and business operations.

Such actions have and may in the future prevent the Company from accessing the facilities of its customers to deliver and install products, provide services and complete maintenance.

In addition, some of the Company’s customers have chosen to delay or abandon projects on which the Company provides products and/or services as a result of such actions.

Although some governments have lifted shutdown orders and similar restrictions, a resurgence in the spread of COVID-19 could cause the reinstitution of such preventive or protective measures.

While a substantial portion of the Company's businesses have been classified as an essential business in jurisdictions in which facility closures have been mandated, some of its facilities have nevertheless been ordered to close, and we can give no assurance that there will not be additional closures in the future or that our businesses will be classified as essential in each of the jurisdictions in which we operate.

In the second quarter of fiscal 2020, the Company experienced a temporary reduction of its manufacturing and operating capacity in China as a result of government-mandated actions to control the spread of COVID-19.

In the third quarter of fiscal 2020, the Company experienced similar reductions as a result of government-mandated actions in India and Mexico.

During the fourth quarter of fiscal 2020, the Company’s facilities were generally able to operate at normal levels, though its manufacturing capacity in India continues to be reduced as a result of continued lockdowns in the region.

The Company has experienced, and may continue to experience, disruptions or delays in its supply chain as a result of government-mandated actions, which has resulted in higher supply chain costs to the Company in order to maintain the supply of materials and components for its products.

In order to mitigate disruptions to its supply chain and manufacturing capacity, the Company took actions including redistributing its manufacturing capacity to facilities and regions unaffected by shutdown orders, accelerating the purchase and shipment of components from suppliers in identified hot spots, diversifying the Company’s supplier base, conducting government outreach to support the Company’s and its suppliers’ designations as essential businesses, and expanded its existing supplier financing programs to support supplier viability and business continuity.

While these actions have generally been successful in preserving the Company’s supply chain and manufacturing capacity, the potential resurgence of COVID-19 in various jurisdictions could lead to further disruptions.

In response, the Company quickly moved to execute temporary and permanent cost mitigation actions to offset a portion of the impact of COVID-19 on the demand for its products and services, such as deferring or reducing capital expenditures, implementing cost structure changes, short-term furloughing of salaried employees and limiting discretionary spending including corporate expense.

These measures were in addition to the Company's previously disclosed fiscal 2020 restructuring plan.

Although the Company intends that the temporary cost mitigation actions initiated in fiscal 2020 will cease in fiscal 2021, the necessity of future cost mitigation actions will depend on the continued impact of COVID-19, which is highly uncertain.

During the second quarter of fiscal 2020, the Company determined that it had a triggering event requiring assessment of impairment for certain of its indefinite-lived intangible assets due to declines in revenue directly attributable to the COVID-19 pandemic.

As a result, the Company recorded an impairment charge of $62 million related primarily to the Company's retail business indefinite-lived intangible assets within restructuring and impairment costs in the consolidated statements of income in the second quarter of fiscal 2020.

During the third quarter of fiscal 2020, the Company determined that it had a triggering event requiring assessment of impairment for certain of its indefinite-lived intangible assets, long-lived assets and goodwill due to declines in revenue and further declines in forecasted cash flows in its North America Retail reporting unit directly attributable to the COVID-19 pandemic.

As a result, the Company recorded an impairment charge of $424 million related to the Company's North America Retail reporting unit's goodwill within restructuring and impairment costs in the consolidated statements of income in the third quarter of fiscal 2020.

However, it is possible that future changes in such circumstances, including a more prolonged and/or severe COVID-19 pandemic, would require the Company to record additional non-cash impairment charges.

The Company believes that, following its implementation of liquidity and cost mitigation actions in fiscal 2020, it remains in a solid overall capital resources and liquidity position that is adequate to meet its projected needs.

As a result, following a review of its liquidity position, the Company resumed its share repurchase program in July 2020, which had been suspended in March 2020.

In September 2020, the Company issued $1.8 billion of senior notes.

A portion of the proceeds, together with cash from operations, were used to repay short-term debt obligations incurred by the Company at the onset of the pandemic to preserve its near-term financial flexibility, as well as repay or redeem other near term-indebtedness.

public health and the global economy.

Gross profit decreased due to organic sales declines primarily due to the unfavorable impact of the COVID-19 pandemic, partially offset by cost mitigation actions.

Net mark-to-market adjustments had a net favorable year-over-year impact on cost of sales of $40 million ($88 million loss in fiscal 2020 compared to a $128 million loss in fiscal 2019) primarily due to a more significant reduction in discount rates in the prior year.

The decrease in SG&A included the favorable impact of cost mitigation actions and reductions in discretionary spend in the current year.

The net mark-to-market adjustments had a net favorable year-over-year impact on SG&A of $304 million ($186 million loss in fiscal 2020 compared to a $490 million loss in fiscal 2019) primarily due to a more significant reduction in discount rates in the prior year.

Additional favorable impacts included a prior year environmental charge ($140 million) and foreign currency translation ($30 million).

These items were partially offset by a prior year tax indemnification reserve release ($226 million).

Foreign currency translation had an unfavorable impact on equity income of $3 million.

| Income from discontinued operations attributable to noncontrolling interests | | | — | | | | | | 24 | | | | | | * | | |

| | | | $ | 22,317 | | | | | $ | 23,968 | | | | | \-7 | | % | | | | $ | 2,948 | | | | | $ | 3,041 | | | | | \-3 | | % |

The decrease in volumes was primarily attributable to the unfavorable impact of the COVID-19 pandemic.

of COVID-19 ($12 million), the unfavorable impact of foreign currency translation ($5 million), lower income due to business acquisitions ($2 million) and lower income due to business divestitures ($1 million), partially offset by a prior year environmental charge ($140 million) and prior year integration costs ($30 million).

| | | | 1,805 | | | | | | 3,323 | | | | | | \-46 | | % |

| Less: Assets held for sale | | | — | | | | | | (98) | | | | | | | | |

| Add: Liabilities held for sale | | | — | | | | | | 44 | | | | | | | | |

- The decrease in working capital at September 30, 2020 as compared to September 30, 2019, was primarily due to lower income tax assets, a decrease in accounts receivable, and the establishment of an operating lease liability on the balance sheet in the first quarter of fiscal 2020 as a result of the adoption of Accounting Standards Codification ("ASC") 842, partially offset by a decrease in accounts payable due to lower spending and a decrease in accrued compensation and benefits liabilities.

- The decrease in cash used by investing activities was primarily due to lower capital expenditures and higher cash proceeds from business divestitures and the sale of property, plant & equipment.

Johnson Controls International plc, headquartered in Cork, Ireland, is a global [removed: diversified technology] [added: leader in smart, healthy] and [removed: multi-industrial leader,] [added: sustainable buildings,] serving a wide range of customers in more than 150 countries.

Johnson Controls was originally incorporated in the state of Wisconsin in 1885 as Johnson Electric Service Company to manufacture, install and service automatic temperature regulation systems for [removed: buildings.][added: buildings and was renamed to Johnson Controls, Inc. in 1974.]

In 2005, [removed: the Company] [added: Johnson Controls] acquired York International, a global supplier of heating, ventilating, air-conditioning ("HVAC") and refrigeration equipment and services.

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

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

In 2016, [removed: Johnson Controls] [added: the Company] completed the spin-off of its automotive business into Adient plc, an independent, publicly traded company.

The Company is a global leader in engineering, manufacturing and commissioning building products and systems, including residential and commercial HVAC equipment, industrial refrigeration systems, controls, security systems, [removed: fire detection] [added: fire-detection] systems and [removed: fire suppression] [added: fire-suppression] solutions.

The Company further serves customers by providing technical services, including maintenance, [added: management,] repair, retrofit and replacement of equipment (in the HVAC, [added: industrial refrigeration,] security and fire-protection space), energy-management consulting and data-driven “smart building” services and solutions powered by its [removed: digital platforms] [added: OpenBlue software platform] and capabilities.

*Building Solutions North America:* Building Solutions North America designs, sells, [removed: installs,] [added: installs] and services HVAC, controls, [added: building management,] refrigeration, integrated electronic [removed: security,] [added: security] and integrated [removed: fire detection] [added: fire-detection] and suppression systems for commercial, industrial, retail, small business, institutional and governmental customers in [removed: North America.][added: the United States and Canada.]

Building Solutions North America also provides energy efficiency solutions and technical services, including inspection, scheduled maintenance, and repair and replacement of mechanical and [removed: control] [added: controls] systems, as well as data-driven “smart building” solutions, to non-residential building and industrial applications in the [removed: North American] [added: United States and Canadian] marketplace.

*Building Solutions EMEA/LA:* Building Solutions EMEA/LA designs, sells, installs, and services HVAC, controls, [added: building management,] refrigeration, integrated electronic security, integrated [removed: fire detection] [added: fire-detection] and suppression systems, and provides technical services, including data-driven “smart building” solutions, to markets in Europe, the Middle East, Africa and Latin America.

*Building Solutions Asia Pacific:* Building Solutions Asia Pacific designs, sells, installs, and services HVAC, controls, [added: building management,] refrigeration, integrated electronic security, integrated [removed: fire detection] [added: fire-detection] and suppression systems, and provides technical services, including data-driven “smart building” solutions, to the Asia Pacific marketplace.

The Global Products business also designs, manufactures and sells fire [removed: protection] [added: protection, fire suppression] and security products, including intrusion security, anti-theft devices, [removed: and] access [removed: control] [added: control,] and video [added: surveillance and] management systems, for commercial, industrial, retail, residential, small business, institutional and governmental customers worldwide.

Global Products [removed: also] includes the Johnson Controls-Hitachi joint venture.

For more information on the Company’s segments, refer to Note [removed: 19,] [added: 20,] "Segment Information," of the notes to consolidated financial statements.

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

The Company sells and installs its commercial HVAC [added: equipment and systems,] control systems, security systems, fire-detection [added: and fire suppression] systems, equipment and services primarily through its extensive direct channel, consisting of a global network of sales and service offices.

Significant sales are also generated through global third-party channels, such as distributors of air-conditioning, controls, security and fire-detection [added: and suppression] products.

Trusted building brands, such as YORK®, Hitachi Air Conditioning, *Metasys*®, Ansul, *Ruskin®*, Titus®, Frick®, PENN®, Sabroe®, [added: Silent-Aire®,] Simplex® and [removed: Grinnell® give] [added: Grinnell®, together with] the [removed: Company] [added: breadth and depth of] the [added: products, systems and solutions offered by the Company, give it what it believes to be the] most diverse portfolio in the building technology industry.

In fiscal 2020, the Company launched [added: its software platform,] OpenBlue, [removed: a digitally driven suite] [added: enabling enterprises to manage all aspects] of [removed: connected solutions that delivers impactful] [added: their physical spaces delivering] sustainability, new occupant experiences, [removed: and respectful] safety and security by combining the Company’s building expertise with cutting-edge technology, including AI-powered service solutions such as remote diagnostics, predictive maintenance, compliance monitoring and advanced risk assessments.

In fiscal [removed: 2020,] [added: 2021,] approximately [removed: 35%] [added: 37%] of sales originated from product offerings, [removed: 38%] [added: 36%] of sales originated from installations and 27% of sales originated from service offerings.

Competitors for HVAC equipment, security, [removed: fire detection,] [added: fire-detection,] fire suppression and controls in the residential and non-residential marketplace include many [added: local,] regional, national and international providers.

Larger competitors include Honeywell International, Inc.; Siemens [removed: Building Technologies,] [added: Smart Infrastructure,] an operating group of Siemens AG; Schneider Electric SA; Carrier Global Corporation; Trane Technologies plc; Daikin Industries, Ltd.; Lennox International, Inc.; GC Midea Holding Co, Ltd. and Gree Electric Appliances, Inc. In [removed: addition to HVAC equipment,] [added: addition,] the Company competes in a highly fragmented [removed: HVAC] [added: building] services market.

The Company’s business strategy is to sustain and expand its position as a [removed: global diversified technology and multi-industrial] leader in [removed: HVAC, industrial refrigeration, fire protection, security] [added: smart] and [added: sustainable] building [removed: management systems] [added: solutions] by offering a full spectrum of products and solutions for customer buildings across the globe.

The [removed: Company executes its] [added: Company’s core] strategy [removed: by] [added: remains focused on] creating growth platforms, driving operational improvements and creating a [removed: high performance] [added: high-performance] culture.

The Company has strong [removed: starting] positions in attractive and growing end-markets across HVAC, controls, fire, security and services, enhanced by its comprehensive product portfolio and substantial installed base.

The Company believes that it is well positioned to capitalize on the [added: emerging and] prevalent trends in the buildings industry, including [removed: sustainability and energy efficiency, urbanization in smarter and safer buildings] [added: decarbonization, healthy buildings/indoor environmental quality] and [removed: infrastructure.][added: smart buildings.]

[removed: The] [added: In furtherance of these goals, the] Company has three strategic priorities:

To realize these priorities, the Company is leveraging its technology leadership, comprehensive product portfolio, global presence, substantial installed base and strong channels to monetize the lifecycle opportunities of install, service, retrofit and replacement which are established and delivered by the Company’s direct field businesses [added: and third-party channels] across the globe.

At September 30, [removed: 2020,] [added: 2021,] the backlog was [removed: $9.4] [added: $10.5] billion, of which [removed: $9.2] [added: $10.1] billion was attributable to the field business.

At September 30, [removed: 2020,] [added: 2021,] remaining performance obligations were [removed: $14.4] [added: $16.1] billion, which is [removed: $5.0] [added: $5.6] billion higher than the Company's backlog of [removed: $9.4] [added: $10.5] billion.

- 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 [added: average] 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;

Raw materials used by the [added: Company’s] businesses in connection with their [removed: operations, including] [added: operations include] steel, aluminum, brass, copper, polypropylene and certain flurochemicals used in fire suppression [removed: agents, were readily available during fiscal 2020.][added: agents.]

In fiscal [removed: 2021,] [added: 2022,] commodity prices [added: and availability] could fluctuate throughout the year and could significantly affect the [added: Company’s] results of operations.

See Note [removed: 22,] [added: 23,] "Commitments and Contingencies," of the notes to consolidated financial statements for further discussion of environmental matters.

The Company's operations are subject to numerous federal, state and local laws and regulations, both within and outside the [removed: U.S.,] [added: United States,] in areas such as consumer protection, government contracts, international trade, environmental protection, labor and employment, tax, licensing and others.

Regulatory and environmental considerations are a part of all significant capital expenditure decisions; however, expenditures in fiscal [removed: 2020] [added: 2021] related solely to regulatory compliance were not material.

As of September 30, [removed: 2020,] [added: 2021,] the Company employed approximately [removed: 97,000] [added: 101,000] people worldwide, of which approximately [removed: 36,000] [added: 37,000] were employed in the United States and approximately [removed: 61,000] [added: 64,000] were outside the United States.

Approximately [removed: 21,000] [added: 22,000] employees are covered by collective bargaining agreements or works councils and the Company believes that its relations with [removed: the] [added: its] labor unions are generally [removed: good.][added: positive.]

The Chief Human Resources Officer ("CHRO") is responsible for [removed: developing and executing] [added: establishing] the Company’s [removed: human capital strategy.][added: strategy to drive a High-Performance Culture and ensuring its execution across the Company.]

The Company’s products, services, systems and solutions advance the safety, comfort and intelligence of spaces to serve people, places and the planet.

The Company partners with customers by leveraging its broad product portfolio and digital capabilities powered by OpenBlue, together with its direct channel service and solutions capabilities, to deliver outcome-based solutions across the lifecycle of a building that address customers’ needs to improve energy efficiency and reduce greenhouse gas emissions.

*Global Products:* Global Products designs, manufactures and sells HVAC equipment, controls software and software services for residential and commercial applications to commercial, industrial, retail, residential, small business, institutional and governmental customers worldwide.

In addition, Global Products designs, manufactures and sells refrigeration equipment and controls globally.

The Company has developed software platforms, including on-premises platforms and cloud-based software services, and integrated its products and services with digital capabilities to provide data-driven solutions to create smarter, safer and more

sustainable buildings.

The Company leverages its digital and data-driven products and services to offer integrated and customizable solutions focused on delivering outcomes to customers, including OpenBlue Buildings-as-a-Service, OpenBlue Net Zero Buildings-as-a-Service and OpenBlue Healthy Buildings.

These services are generally designed to generate recurring revenue for the Company as it supports its customers in achieving their desired outcomes.

To capitalize on these trends, the Company is building on its fiscal 2021 priorities of maintaining leading positions in commercial HVAC and building management systems, as well as enabling growth through digital, to develop and leverage new digital technologies and capabilities into outcomes powered by its OpenBlue software platform.

*Capitalize on Key Growth Vectors:* Decarbonization, healthy buildings/indoor environmental quality and smart buildings represent key growth opportunities for the Company.

The Company seeks to leverage its existing portfolio breadth and investments in product development, combined with the expansion of its digital products and capabilities powered by OpenBlue, to offer differentiated solutions and innovative deal structures to help customers achieve their objectives.

The Company intends to invest in products and expand its partnerships to power innovation that will allow it to provide differentiated services that are tailored to its customers’ desired outcomes.

*Accelerate in High Growth Digital Services, Regions and Verticals*: The Company is focused on transforming its large service business through its OpenBlue digital technologies and enabled by the Company’s installed base, domain expertise and global coverage.

The Company further intends to expand its presence in high growth regions and invest in high growth verticals within the markets it serves, including healthcare, commercial offices/campus, education and data centers.

*Sustain a High-Performance, Customer-Centric Culture*: The Company recognizes that developing talent and creating positive customer experiences is central to accomplishing its business strategies.

The Company is investing in its talent to build a diverse workforce that is digital capable, solutions oriented and focused on continuous learning and growth.

The Company aims to leverage its talent capabilities and training to create a customer-focused culture to drive customer loyalty and decisions.

The Company is augmenting its strategic priorities with disciplined execution, productivity enhancements and sustainable cost management to create a path to realize expanded margins and enhanced profitability.

The Company also uses semiconductors and other electronic components in the manufacture of its products.

During portions of fiscal 2021, the Company experienced higher than normal commodity and component prices and, in some instances, shortages due to global inflation, supply chain disruptions, labor shortages, increased demand and other regulatory and macroeconomic factors associated with the COVID-19 pandemic.

These trends had a negative impact on the Company’s results of operations in fiscal 2021, although they were largely mitigated by the Company through proactive measures such as making purchases with the anticipation of higher demand, expanding and redistributing its supplier network, supplier financing, price increases and productivity improvements.

The Company believes that the macroeconomic trends experienced in fiscal 2021 will continue into fiscal 2022.

Therefore, the Company could experience further disruptions, shortages and price inflation in the future, the effect of which will depend on the Company’s ability to successfully mitigate and offset the impact of these events.

See Note 23, "Commitments and Contingencies," of the notes to consolidated financial statements for further discussion of environmental matters.

*Overview and Governance*

The Company strives to continuously drive and develop its High-Performance Culture.

The Company’s High-Performance Culture represents the practices and behaviors, underpinned by the Company’s values, that lead to sustained growth, winning results and satisfied customers.

The responsibility to develop and maintain a High-Performance Culture is owned, embedded and executed throughout the Company.

The Compensation and Talent Development Committee of the Board of Directors is the primary overseer of the Company’s High-Performance Culture strategy and execution.

The Chief Executive Officer, the CHRO, the Vice President of Diversity and Inclusion and other senior leaders within the Company are responsible for the execution of the strategy and engage with the Compensation and Talent Development Committee, the Governance and Sustainability Committee and the full Board of Directors on the critical components driving the Company’s High-Performance Culture, including discussions of human capital trends, practices and operations, diversity and inclusion, health and safety, leadership development and succession planning.

Key components driving the Company’s High-Performance Culture include:

*Health and Safety*

Health and Wellness, Safety and Environment are the three pillars of the Company’s Zero Harm vision.

In response to COVID-19, the Company created new Zero Harm standards and processes to ensure the ongoing health and safety of its workplaces, including extensive communication and education programs to encourage all employees to get vaccinated against COVID-19 when eligible and the organization of on-site vaccination clinics at the Company’s facilities.

Throughout fiscal year 2021, as employees in many countries were faced with continued work-from-home instructions, the Company’s focus on employee well-being continued with the utilization of global and regional well-being councils, addressing physical, mental, social and financial aspects of employee well-being during the pandemic.

Safety culture and behavior-based safety initiatives have been deployed within the Company, including a multi-faceted policy focused on preventing distracted driving and the design and rollout of a new-style of platform ladder built to provide a safe working platform for employees.

One safety policy that applies to all employees around the globe, regardless of rank, is every individual worker’s right to apply the “Stop Work” principle when uncertain about the health and safety of a particular task.

*Diversity and Inclusion*

Diversity and inclusion are embedded throughout the Company’s strategy to drive a High-Performance Culture.

The Company recognizes that an inclusive culture that is diverse adds value to the Company and its customers through: the creation and delivery of innovative and outstanding products, services and outcomes; the cultivation of an engaged and empowered environment where employee productivity drives company growth; and the onboarding of high-performing talent into the organization to propel the Company's transformation and future.

The Company’s products and solutions enable smart, energy efficient, sustainable buildings that work seamlessly together to advance the safety, comfort and intelligence of spaces to power its customers’ mission.

The Company was renamed to Johnson Controls, Inc. in 1974.

*Global Products:* Global Products designs and produces heating and air conditioning for residential and commercial applications, and markets products and refrigeration systems to replacement and new construction market customers globally.

The Company provides data-driven services and solutions to create smarter, safer and more sustainable buildings.

*Leading position in commercial HVAC equipment:* Leverage the technological advantages created by the Company’s chiller and rooftop platforms and continued investment in emerging areas such as heat pumps, into leading positions in commercial HVAC.

The Company intends to pursue both organic and inorganic opportunities to expand its global commercial HVAC position.

*Leading position in building management systems*: Strengthen the existing portfolio of individual core systems across controls, fire and security while leading the migration towards flatter architectures and convergence, and building out the capabilities to be a leader in smart buildings which result in lower cost, autonomous and higher value customer outcomes.

*Growth enabled by digital*: Integrate digital capabilities into our products, including predictive analytics, digital twin technology and “smart building” applications, to provide differentiated capabilities and drive growth.

Leverage differentiated capabilities including services innovation enabled by digital, tiered service offerings and efficient service delivery, coupled with the company’s large installed base to accelerate service growth.

Towards this end, the Company’s field businesses are focused on commercial excellence, technology-enabled services and execution rigor.

The Company expects such availability to continue.

The Company believes that success of its mission is realized by the engagement and empowerment of its employees to serve and win with clients, everywhere, every day.

This includes the attraction, acquisition, development and engagement of talent to deliver on the Company’s strategy and the design of employee compensation and benefits programs.

The CHRO and the Chief Diversity Officer are responsible for developing and integrating the Company’s diversity and inclusion roadmap.

In addition, the Chief Executive Officer ("CEO") and CHRO regularly update the Company’s board of directors and its committees on the operation and status of these human capital trends and activities.

Key areas of focus for the Company include:

Leading indicators include reporting and closure of all near miss events and Environmental, Health and Safety ("EHS") coaching and engagement conversations.

Reported total workforce numbers include employees and supervised contractors.

*Diversity and Inclusion:* The Company believes that its rich culture of inclusion and diversity enables it to create, develop and fully leverage the strengths of its workforce to exceed customer expectations and meet its growth objectives.

Current key initiatives include employee experience, Business Resource Groups ("BRG"), learning and development, talent acquisition, external relationships, and metrics and measurements.

The Company places a high value on inclusion, engaging employees in our BRG programs staffed by employees with diverse backgrounds, experiences or characteristics who share a common interest in professional development, improving corporate culture and delivering sustained business results.

The Company trains its recruiting workforce in diversity sourcing strategies and partners with external organizations that develop and supply diverse talent.

As of September 30, 2020, approximately 24% of the Company's global workforce was female and 19% of the Company's employees in managerial roles were female.

As of September 30, 2020, minorities represented approximately 27% of the Company's US workforce, of which 18% of our US employees in managerial roles were minorities.

The CEO and CHRO convene meetings with senior company leadership and the Board of Directors to review top enterprise talent.

Training is provided in a number of formats to accommodate the learner’s style and pace, location, and technological knowledge and access.

In fiscal year 2020, the Company offered more than 3,000 courses to all audiences.

All managers are accountable to introduce and teach a new skill or toolset each month to their teams.

form upon request.

On September 30, 2016, approximately one month after the closing of the merger, plaintiffs filed a preliminary injunction motion seeking, among other items, to compel Johnson Controls, Inc. to make certain intercompany payments that plaintiffs contend will impact the United States federal income tax consequences of the merger to [added: the putative class of certain Johnson Controls, Inc. shareholders and to enjoin Johnson Controls, Inc. from reporting to the Internal Revenue Service the capital gains taxes payable by this putative class as a result of the closing of the merger.]

Refer to Note [removed: 22,] [added: 23,] "Commitments and Contingencies," of the notes to consolidated financial statements for discussion of environmental, asbestos, insurable liabilities and other litigation matters, which is incorporated by reference herein and is considered an integral part of Part I, Item 3, "Legal Proceedings."

On November 3, 2021, the court granted the Company’s motion to dismiss the amended complaint.

the putative class of certain Johnson Controls, Inc. shareholders and to enjoin Johnson Controls, Inc. from reporting to the Internal Revenue Service the capital gains taxes payable by this putative class as a result of the closing of the merger.

Although the Company believes it has substantial defenses to plaintiffs’ claims, it is not able to predict the outcome of this action.

For the Fiscal Year Ended September 30, [removed: 2020][added: 2021]

| [removed: 4.25%] [added: 2.000% Sustainability-Linked] Senior Notes due [removed: 2021] [added: 2031] | | | [removed: JCI21B] [added: JCI31] | | | New York Stock Exchange | | |

As of March 31, [removed: 2020,] [added: 2021,] the aggregate market value of Johnson Controls International plc Common Stock held by non-affiliates of the registrant was approximately [removed: $20.0] [added: $42.7] billion based on the closing sales price as reported on the New York Stock Exchange.

As of October 31, [removed: 2020, 723,907,803] [added: 2021, 704,332,395] ordinary shares, par value $0.01 per share, were outstanding.

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: 10, 2021] [added: 9, 2022] are incorporated by reference into Part III.

Year Ended September 30, [removed: 2020][added: 2021]

| [CAUTIONARY STATEMENTS FOR FORWARD-LOOKING [removed: INFORMATION](#ia888b0e6cc554f529ea823313ac2ca2f_10)] [added: INFORMATION](#if0337a8b64c940e39faf8a65d5218741_10)] | | | | | | [removed: [3](#ia888b0e6cc554f529ea823313ac2ca2f_10)] [added: [3](#if0337a8b64c940e39faf8a65d5218741_10)] | | |

| ITEM 1. | | | [removed: [BUSINESS](#ia888b0e6cc554f529ea823313ac2ca2f_16)] [added: [BUSINESS](#if0337a8b64c940e39faf8a65d5218741_16)] | | | [removed: [3](#ia888b0e6cc554f529ea823313ac2ca2f_16)] [added: [3](#if0337a8b64c940e39faf8a65d5218741_16)] | | |

| ITEM 1A. | | | [RISK [removed: FACTORS](#ia888b0e6cc554f529ea823313ac2ca2f_19)] [added: FACTORS](#if0337a8b64c940e39faf8a65d5218741_19)] | | | [removed: [9](#ia888b0e6cc554f529ea823313ac2ca2f_19)] [added: [10](#if0337a8b64c940e39faf8a65d5218741_19)] | | |

| ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#ia888b0e6cc554f529ea823313ac2ca2f_22)] [added: COMMENTS](#if0337a8b64c940e39faf8a65d5218741_22)] | | | [removed: [22](#ia888b0e6cc554f529ea823313ac2ca2f_22)] [added: [25](#if0337a8b64c940e39faf8a65d5218741_22)] | | |

| ITEM 2. | | | [removed: [PROPERTIES](#ia888b0e6cc554f529ea823313ac2ca2f_25)] [added: [PROPERTIES](#if0337a8b64c940e39faf8a65d5218741_25)] | | | [removed: [22](#ia888b0e6cc554f529ea823313ac2ca2f_25)] [added: [25](#if0337a8b64c940e39faf8a65d5218741_25)] | | |

| ITEM 3. | | | [LEGAL [removed: PROCEEDINGS](#ia888b0e6cc554f529ea823313ac2ca2f_28)] [added: PROCEEDINGS](#if0337a8b64c940e39faf8a65d5218741_28)] | | | [removed: [22](#ia888b0e6cc554f529ea823313ac2ca2f_28)] [added: [25](#if0337a8b64c940e39faf8a65d5218741_28)] | | |

| ITEM 4. | | | [MINE SAFETY [removed: DISCLOSURES](#ia888b0e6cc554f529ea823313ac2ca2f_31)] [added: DISCLOSURES](#if0337a8b64c940e39faf8a65d5218741_31)] | | | [removed: [23](#ia888b0e6cc554f529ea823313ac2ca2f_31)] [added: [25](#if0337a8b64c940e39faf8a65d5218741_31)] | | |

| | | | [EXECUTIVE OFFICERS OF THE [removed: REGISTRANT](#ia888b0e6cc554f529ea823313ac2ca2f_34)] [added: REGISTRANT](#if0337a8b64c940e39faf8a65d5218741_34)] | | | [removed: [23](#ia888b0e6cc554f529ea823313ac2ca2f_34)] [added: [26](#if0337a8b64c940e39faf8a65d5218741_34)] | | |

| [PART [removed: II.](#ia888b0e6cc554f529ea823313ac2ca2f_37)] [added: II.](#if0337a8b64c940e39faf8a65d5218741_37)] | | | | | | | | |

| ITEM 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#ia888b0e6cc554f529ea823313ac2ca2f_40)] [added: SECURITIES](#if0337a8b64c940e39faf8a65d5218741_40)] | | | [removed: [25](#ia888b0e6cc554f529ea823313ac2ca2f_40)] [added: [27](#if0337a8b64c940e39faf8a65d5218741_40)] | | |

| ITEM 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#ia888b0e6cc554f529ea823313ac2ca2f_46)] [added: OPERATIONS](#if0337a8b64c940e39faf8a65d5218741_46)] | | | [removed: [28](#ia888b0e6cc554f529ea823313ac2ca2f_46)] [added: [29](#if0337a8b64c940e39faf8a65d5218741_46)] | | |

| ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#ia888b0e6cc554f529ea823313ac2ca2f_184)] [added: RISK](#if0337a8b64c940e39faf8a65d5218741_187)] | | | [removed: [45](#ia888b0e6cc554f529ea823313ac2ca2f_184)] [added: [47](#if0337a8b64c940e39faf8a65d5218741_187)] | | |

| ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#ia888b0e6cc554f529ea823313ac2ca2f_187)] [added: DATA](#if0337a8b64c940e39faf8a65d5218741_190)] | | | [removed: [46](#ia888b0e6cc554f529ea823313ac2ca2f_187)] [added: [48](#if0337a8b64c940e39faf8a65d5218741_190)] | | |

| ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#ia888b0e6cc554f529ea823313ac2ca2f_319)] [added: DISCLOSURE](#if0337a8b64c940e39faf8a65d5218741_319)] | | | [removed: [113](#ia888b0e6cc554f529ea823313ac2ca2f_319)] [added: [114](#if0337a8b64c940e39faf8a65d5218741_319)] | | |

| ITEM 9A. | | | [CONTROLS AND [removed: PROCEDURES](#ia888b0e6cc554f529ea823313ac2ca2f_322)] [added: PROCEDURES](#if0337a8b64c940e39faf8a65d5218741_322)] | | | [removed: [113](#ia888b0e6cc554f529ea823313ac2ca2f_322)] [added: [114](#if0337a8b64c940e39faf8a65d5218741_322)] | | |

| ITEM 9B. | | | [OTHER [removed: INFORMATION](#ia888b0e6cc554f529ea823313ac2ca2f_325)] [added: INFORMATION](#if0337a8b64c940e39faf8a65d5218741_325)] | | | [removed: [114](#ia888b0e6cc554f529ea823313ac2ca2f_325)] [added: [115](#if0337a8b64c940e39faf8a65d5218741_325)] | | |

| [PART [removed: III.](#ia888b0e6cc554f529ea823313ac2ca2f_328)] [added: III.](#if0337a8b64c940e39faf8a65d5218741_328)] | | | | | | | | |

| ITEM 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#ia888b0e6cc554f529ea823313ac2ca2f_331)] [added: GOVERNANCE](#if0337a8b64c940e39faf8a65d5218741_331)] | | | [removed: [114](#ia888b0e6cc554f529ea823313ac2ca2f_331)] [added: [115](#if0337a8b64c940e39faf8a65d5218741_331)] | | |

| ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#ia888b0e6cc554f529ea823313ac2ca2f_334)] [added: COMPENSATION](#if0337a8b64c940e39faf8a65d5218741_334)] | | | [removed: [114](#ia888b0e6cc554f529ea823313ac2ca2f_334)] [added: [115](#if0337a8b64c940e39faf8a65d5218741_334)] | | |

| ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#ia888b0e6cc554f529ea823313ac2ca2f_337)] [added: MATTERS](#if0337a8b64c940e39faf8a65d5218741_337)] | | | [removed: [114](#ia888b0e6cc554f529ea823313ac2ca2f_337)] [added: [116](#if0337a8b64c940e39faf8a65d5218741_337)] | | |

| ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#ia888b0e6cc554f529ea823313ac2ca2f_340)] [added: INDEPENDENCE](#if0337a8b64c940e39faf8a65d5218741_340)] | | | [removed: [115](#ia888b0e6cc554f529ea823313ac2ca2f_340)] [added: [116](#if0337a8b64c940e39faf8a65d5218741_340)] | | |

| ITEM 14. | | | [PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES](#ia888b0e6cc554f529ea823313ac2ca2f_343)] [added: SERVICES](#if0337a8b64c940e39faf8a65d5218741_343)] | | | [removed: [115](#ia888b0e6cc554f529ea823313ac2ca2f_343)] [added: [116](#if0337a8b64c940e39faf8a65d5218741_343)] | | |

| [PART [removed: IV.](#ia888b0e6cc554f529ea823313ac2ca2f_346)] [added: IV.](#if0337a8b64c940e39faf8a65d5218741_346)] | | | | | | | | |

| ITEM 15. | | | [EXHIBITS, FINANCIAL STATEMENT [removed: SCHEDULES](#ia888b0e6cc554f529ea823313ac2ca2f_349)] [added: SCHEDULES](#if0337a8b64c940e39faf8a65d5218741_349)] | | | [removed: [116](#ia888b0e6cc554f529ea823313ac2ca2f_349)] [added: [117](#if0337a8b64c940e39faf8a65d5218741_349)] | | |

| ITEM 16. | | | [FORM 10-K [removed: SUMMARY](#ia888b0e6cc554f529ea823313ac2ca2f_352)] [added: SUMMARY](#if0337a8b64c940e39faf8a65d5218741_352)] | | | [removed: [116](#ia888b0e6cc554f529ea823313ac2ca2f_352)] [added: [117](#if0337a8b64c940e39faf8a65d5218741_352)] | | |

In this document, statements regarding [removed: Johnson Controls'] [added: the Company’s] future financial position, sales, costs, earnings, cash flows, other measures of results of operations, synergies and integration opportunities, capital expenditures and debt levels are forward-looking statements.

[removed: Johnson Controls] [added: The Company] cautions that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond [removed: Johnson Controls’] [added: the Company’s] control, that could cause [removed: Johnson Controls’] [added: the Company’s] actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, risks related to: [removed: Johnson Controls’] [added: The Company’s] ability to manage general economic, business, capital market and geopolitical conditions, including [added: global price inflation and shortages impacting] the [added: availability of raw materials and component products; the Company’s ability to manage the] impacts of natural disasters, [added: climate change,] pandemics and outbreaks of contagious diseases and other adverse public health developments, such as the COVID-19 pandemic; the strength of the U.S. or other economies; changes or uncertainty in laws, regulations, rates, policies or interpretations that impact [removed: Johnson Controls’] [added: the Company’s] business operations or tax status; the ability to develop or acquire new products and technologies that achieve market [removed: acceptance;] [added: acceptance and meet applicable regulatory requirements;] changes to laws or policies governing foreign trade, including increased tariffs or trade restrictions; maintaining the capacity, reliability and security of [removed: Johnson Controls'] [added: the Company’s] enterprise [removed: and product] information technology infrastructure; the [added: ability to manage the lifecycle cybersecurity] risk [added: in the development, deployment and operation] of [added: the Company’s digital platforms and services; the risk of] infringement or expiration of intellectual property rights; any delay or inability of [removed: Johnson Controls] [added: the Company] to realize the expected benefits and synergies of recent portfolio [removed: transactions such as its merger with Tyco and the disposition of the Power Solutions business;] [added: transactions;] the outcome of litigation and governmental proceedings; the ability to hire and retain [removed: key] senior [removed: management;] [added: management and other key personnel;] the tax treatment of recent portfolio transactions; significant transaction costs and/or unknown liabilities associated with such transactions; [removed: the availability of raw materials and component products;] fluctuations in currency exchange rates; [added: labor shortages,] work stoppages, union negotiations, labor disputes and other matters associated with the labor force; and the cancellation of or changes to commercial arrangements.

| [PART I.](#if0337a8b64c940e39faf8a65d5218741_13) | | | | | | | | |

| ITEM 6. | | | [\[RESERVED\]](#if0337a8b64c940e39faf8a65d5218741_3127) | | | [29](#if0337a8b64c940e39faf8a65d5218741_3127) | | |

| ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](#if0337a8b64c940e39faf8a65d5218741_3099) | | | [115](#if0337a8b64c940e39faf8a65d5218741_3099) | | |

| | | | [INDEX TO EXHIBITS](#if0337a8b64c940e39faf8a65d5218741_355) | | | [118](#if0337a8b64c940e39faf8a65d5218741_355) | | |

| | | | [SIGNATURES](#if0337a8b64c940e39faf8a65d5218741_358) | | | [123](#if0337a8b64c940e39faf8a65d5218741_358) | | |

| 3.750% Senior Notes due 2021 | | | JCI21C | | | New York Stock Exchange | | |

| [PART I.](#ia888b0e6cc554f529ea823313ac2ca2f_13) | | | | | | | | |

| ITEM 6. | | | [SELECTED FINANCIAL DATA](#ia888b0e6cc554f529ea823313ac2ca2f_43) | | | [27](#ia888b0e6cc554f529ea823313ac2ca2f_43) | | |

| | | | [INDEX TO EXHIBITS](#ia888b0e6cc554f529ea823313ac2ca2f_358) | | | [117](#ia888b0e6cc554f529ea823313ac2ca2f_358) | | |

| | | | [SIGNATURES](#ia888b0e6cc554f529ea823313ac2ca2f_355) | | | [122](#ia888b0e6cc554f529ea823313ac2ca2f_355) | | |

The Company has properties in [removed: approximately 65] [added: over 60] countries throughout the world, with its world headquarters located in Cork, Ireland and its North American operational headquarters located in Milwaukee, Wisconsin USA.

At September 30, [removed: 2020,] [added: 2021,] these properties totaled approximately [removed: 44] [added: 40] million square feet of floor space of which [removed: 18] [added: 14] million square feet are owned and 26 million square feet are leased.

Pursuant to General Instruction G(3) of Form 10-K, the following list of executive officers of the Company as of November [removed: 16, 2020] [added: 15, 2021] 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: 10, 2021.][added: 9, 2022.]

*Tomas Brannemo*, [removed: 49,] [added: 50,] has served as Vice President and President, Building Solutions, Europe, Middle East, Africa and Latin America since September 2019.

*John Donofrio*, [removed: 58,] [added: 59,] has served as Executive Vice President and General Counsel of the Company since November 15, 2017.

Ellis*, [removed: 64,] [added: 65,] has served as Executive Vice President and Chief Customer & Digital Officer since October 2019.

*Visal Leng*, [removed: 50,] [added: 51,] has served as Vice President and President, Building Solutions, Asia Pacific since September 2018.

[added: Prior to joining Zebra, Mr. Leonetti was the Executive Vice] President and Chief Financial Officer of Western Digital, a provider of data infrastructure solutions from 2014 to 2016.

*Nathan Manning*, [removed: 44, was elected] [added: 45, has served as] Vice President and President, Building Solutions, North America [removed: in] [added: since] October 2020.

[removed: Prior to joining Eaton, Mr.] Manning served in a number of roles with increasing responsibility in General Electric from his hire in January 2000, including as President and Chief Executive Officer of Aviage Systems, a joint venture between General Electric and Aviation Industry Corporation of China, from July 2012 until February 2014.

[removed: *Lynn Minella*,] [added: Oliver,*] 62, has served as [removed: Executive Vice President and] Chief [removed: Human Resources] [added: Executive] Officer [added: and Chairman of the Board] since [removed: June] [added: September] 2017.

*Ganesh [removed: Ramaswamy, 52,*] [added: Ramaswamy,* 53*,*] has served as Vice President and President, Global Services for Johnson Controls since December 2019.

[removed: Stief*, 64,] [added: *Olivier Leonetti,* 56,] has served as [removed: Vice Chairman and] Chief Financial Officer since November [removed: 2019.][added: 2020.]

*Robert VanHimbergen,* [removed: 44,] [added: 45,] has served as Vice President and Corporate Controller since December 2017.

His most recent position was serving as the Chief [added: Financial Officer of Yanfeng Automotive Interiors, an Adient joint venture, formed in 2015.]

Williams,* [removed: 59,] [added: 60,] has served as Vice President and President, Global Products, Building Technologies and Solutions since July 2019.

Mr. Ellis also serves as a director on the board of CBRE Acquisition Holdings Inc.

Prior to joining Eaton, Mr.

Mr. Ramaswamy also serves as a director on the board of PACCAR, a global manufacturer of heavy-duty and medium-duty trucks.

*Marlon Sullivan,* 47, became Executive Vice President and Chief Human Resources Officer in September 2021.

Prior to joining Johnson Controls, he served as the Senior Vice President of Human Resources at Delta Airlines from January 2021 to September 2021.

Prior to joining Delta, Mr. Sullivan served in various human resources and talent development leadership roles at Abbott Laboratories from December 2007 through December 2020.

Earlier in his career, Mr. Sullivan held a variety of human resources roles at The Home Depot.

*Olivier Leonetti,* 55, was elected Executive Vice President and Chief Financial Officer-Elect in September 2020 and will assume the role of Chief Financial Officer and Principal Financial Officer on the date immediately following the filing of this Annual Report on Form 10-K.

Prior to joining Zebra, Mr. Leonetti was the Executive Vice

Prior to joining Johnson Controls, she served as Group Human Resources Director at BAE Systems Plc from June 2012 to June 2017.

Prior to BAE Systems, she was with Air Products and Chemicals, Inc. from 2004 until 2012 where she was the Senior Vice President of Human Resources and Communications.

Earlier in her career she also held a variety of human resources roles of increasing responsibility at International Business Machines Corporation.

Oliver, 61*, has served as Chief Executive Officer and Chairman of the Board since September 2017.

*Brian J.

He also serves as the Company's Principal Financial Officer.

He was elected Executive Vice President and Chief Financial Officer following the completion of the Merger in September 2016 and served in that role until November 2019.

Prior to the Merger, he was elected Executive Vice President and Chief Financial Officer of Johnson Controls, Inc. in September 2014.

He previously served Johnson Controls, Inc. as Vice President and Corporate Controller from 2010 to 2014.

Prior to joining Johnson Controls, Inc. in 2010, Mr. Stief was a partner with PricewaterhouseCoopers LLP (an audit and assurance, tax and consulting services provider), which he joined in 1979 and in which he became partner in 1989.

As previously disclosed, Mr. Leonetti will succeed Mr. Stief as the Company’s Chief Financial Officer and Principal Financial Officer on the date immediately following the filing of this Annual Report on Form 10-K.

Financial Officer of Yanfeng Automotive Interiors, an Adient joint venture, formed in 2015.

| Title of Class | | | as of October 31, [removed: 2020] [added: 2021] | | |

| Ordinary Shares, $0.01 par value | | | [removed: 33,602] [added: 31,522] | | |

The share repurchase [removed: program] [added: authorization] does not have an expiration date and may be amended or terminated by the Board of Directors at any time without prior notice.

During fiscal year [removed: 2020,] [added: 2021,] the Company repurchased approximately [removed: $2.2] [added: $1.3] billion of its ordinary shares on an open market.

As of September 30, [removed: 2020,] [added: 2021,] approximately [removed: $2.4] [added: $5.1] billion remains available under the share repurchase [removed: program.][added: authorization.]

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: 2020.][added: 2021.]

During the three months ended September 30, [removed: 2020,] [added: 2021,] 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.

This graph assumes the investment of $100 on September 30, [removed: 2015] [added: 2016] and the reinvestment of all dividends since that date.

[removed: ][added: ]

In March 2021, the Company's Board of Directors approved a $4.0 billion increase to the Company's share repurchase authorization, adding to the $2.0 billion remaining as of December 31, 2020 under the prior share repurchase authorization

approved in 2019.

| 7/1/21 - 7/31/21 | | | | | | | | | | | | | | | | | | | | | | | |

| Purchases by Company | | | 32,364 | | | | | | $ | 68.47 | | | | | 32,364 | | | | | | $ | 5,359,251,102 | |

| 8/1/21 - 8/31/21 | | | | | | | | | | | | | | | | | | | | | | | |

| Purchases by Company | | | 1,228,776 | | | | | | 73.20 | | | | | | 1,228,776 | | | | | | 5,269,300,749 | | |

| 9/1/21 - 9/30/21 | | | | | | | | | | | | | | | | | | | | | | | |

| Purchases by Company | | | 2,921,433 | | | | | | 73.34 | | | | | | 2,921,433 | | | | | | 5,055,053,808 | | |

In March 2019, the Company's Board of Directors approved an $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.

| 7/1/20 - 7/31/20 | | | | | | | | | | | | | | | | | | | | | | | |

| Purchases by Company | | | 7,582,369 | | | | | | $ | 35.74 | | | | | 7,582,369 | | | | | | $ | 2,827,957,020 | |

| 8/1/20 - 8/31/20 | | | | | | | | | | | | | | | | | | | | | | | |

| Purchases by Company | | | 4,606,669 | | | | | | 39.62 | | | | | | 4,606,669 | | | | | | 2,645,430,057 | | |

| 9/1/20 - 9/30/20 | | | | | | | | | | | | | | | | | | | | | | | |

| Purchases by Company | | | 6,824,919 | | | | | | 41.54 | | | | | | 6,824,919 | | | | | | 2,361,931,131 | | |

The following selected financial data reflects the results of operations, financial position data and ordinary share information for the fiscal years ended September 30, 2016 through September 30, 2020 (dollars in millions, except per share data).

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

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

| | | | Year ended September 30, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| OPERATING RESULTS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net sales | | | $ | 22,317 | | | | | $ | 23,968 | | | | | $ | 23,400 | | | | | $ | 22,835 | | | | | $ | 14,184 | |

| Segment EBITA (1) | | | 2,948 | | | | | | 3,041 | | | | | | 3,138 | | | | | | 2,831 | | | | | | 1,427 | | |

| Income (loss) from continuing operations attributable to Johnson Controls (6) | | | 631 | | | | | | 1,100 | | | | | | 1,175 | | | | | | 672 | | | | | | (10) | | |

| Net income (loss) attributable to Johnson Controls | | | 631 | | | | | | 5,674 | | | | | | 2,162 | | | | | | 1,611 | | | | | | (868) | | |

| Earnings (loss) per share from continuing operations (6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | $ | 0.84 | | | | | $ | 1.26 | | | | | $ | 1.27 | | | | | $ | 0.72 | | | | | $ | (0.01) | |

| Diluted | | | 0.84 | | | | | | 1.26 | | | | | | 1.26 | | | | | | 0.71 | | | | | | (0.01) | | |

| Return on average shareholders’ equity attributable to Johnson Controls (2) (6) | | | 3 | | % | | | | 5 | | % | | | | 6 | | % | | | | 3 | | % | | | | — | | % |

| Capital expenditures | | | $ | 443 | | | | | $ | 586 | | | | | $ | 645 | | | | | $ | 760 | | | | | $ | 491 | |

| Depreciation and amortization | | | 822 | | | | | | 825 | | | | | | 824 | | | | | | 919 | | | | | | 382 | | |

| Number of employees | | | 97,000 | | | | | | 104,000 | | | | | | 122,000 | | | | | | 121,000 | | | | | | 209,000 | | |

| FINANCIAL POSITION | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Working capital (as defined) (3) | | | $ | 147 | | | | | $ | 975 | | | | | $ | 471 | | | | | $ | 449 | | | | | $ | (619) | |

| Total assets | | | 40,815 | | | | | | 42,287 | | | | | | 48,797 | | | | | | 51,884 | | | | | | 63,179 | | |

| Long-term debt | | | 7,526 | | | | | | 6,708 | | | | | | 9,623 | | | | | | 11,885 | | | | | | 10,966 | | |

| Total debt | | | 7,819 | | | | | | 7,219 | | | | | | 10,930 | | | | | | 13,465 | | | | | | 12,636 | | |

| Shareholders' equity attributable to Johnson Controls | | | 17,447 | | | | | | 19,766 | | | | | | 21,164 | | | | | | 20,447 | | | | | | 24,118 | | |

| Total debt to capitalization (4) | | | 31 | | % | | | | 27 | | % | | | | 34 | | % | | | | 40 | | % | | | | 34 | | % |

| Net book value per share (5) | | | $ | 24.03 | | | | | $ | 25.42 | | | | | $ | 22.88 | | | | | $ | 22.03 | | | | | $ | 25.77 | |

| ORDINARY SHARE INFORMATION | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Dividends per share | | | $ | 1.04 | | | | | $ | 1.04 | | | | | $ | 1.04 | | | | | $ | 1.00 | | | | | $ | 1.16 | |

| Market prices | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| High | | | $ | 44.82 | | | | | $ | 44.65 | | | | | $ | 42.60 | | | | | $ | 46.17 | | | | | $ | 48.97 | |

| Low | | | 22.78 | | | | | | 28.30 | | | | | | 32.89 | | | | | | 36.74 | | | | | | 30.30 | | |

| Weighted average shares (in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | 751.0 | | | | | | 870.2 | | | | | | 925.7 | | | | | | 935.3 | | | | | | 667.4 | | |

| Diluted | | | 753.6 | | | | | | 874.3 | | | | | | 931.7 | | | | | | 944.6 | | | | | | 672.6 | | |

| Number of shareholders | | | 33,776 | | | | | | 35,367 | | | | | | 37,836 | | | | | | 40,260 | | | | | | 41,299 | | |

(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, restructuring and impairment costs, and net mark-to-market adjustments related to pension and postretirement 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.

(2)Return on average shareholders’ equity attributable to Johnson Controls represents income from continuing operations attributable to Johnson Controls divided by average shareholders’ equity attributable to Johnson Controls.

(3)Working capital is defined as current assets less current liabilities, excluding cash, short-term debt, the current portion of long-term debt, and the current portions of assets and liabilities held for sale.

(4)Total debt to total capitalization represents total debt divided by the sum of total debt and shareholders’ equity attributable to Johnson Controls.

(5)Net book value per share represents shareholders’ equity attributable to Johnson Controls divided by the number of shares outstanding at the end of the period.

| [Report of Independent Registered Public Accounting [removed: Firm](#ia888b0e6cc554f529ea823313ac2ca2f_190)] [added: Firm](#if0337a8b64c940e39faf8a65d5218741_193)] | | | [removed: [47](#ia888b0e6cc554f529ea823313ac2ca2f_190)] [added: [49](#if0337a8b64c940e39faf8a65d5218741_193)] | | |

| [Consolidated Statements of Income for the years ended September 30, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#ia888b0e6cc554f529ea823313ac2ca2f_193)] [added: 2019](#if0337a8b64c940e39faf8a65d5218741_196)] | | | [removed: [50](#ia888b0e6cc554f529ea823313ac2ca2f_193)] [added: [52](#if0337a8b64c940e39faf8a65d5218741_196)] | | |

| [Consolidated Statements of Comprehensive Income (Loss) for the years ended September 30, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#ia888b0e6cc554f529ea823313ac2ca2f_199)] [added: 2019](#if0337a8b64c940e39faf8a65d5218741_202)] | | | [removed: [51](#ia888b0e6cc554f529ea823313ac2ca2f_199)] [added: [53](#if0337a8b64c940e39faf8a65d5218741_202)] | | |

| [Consolidated Statements of Financial Position as of September 30, [removed: 2020] [added: 2021] and [removed: 2019](#ia888b0e6cc554f529ea823313ac2ca2f_202)] [added: 2020](#if0337a8b64c940e39faf8a65d5218741_205)] | | | [removed: [52](#ia888b0e6cc554f529ea823313ac2ca2f_202)] [added: [54](#if0337a8b64c940e39faf8a65d5218741_205)] | | |

| [Consolidated Statements of Cash Flows for the years ended September 30, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#ia888b0e6cc554f529ea823313ac2ca2f_208)] [added: 2019](#if0337a8b64c940e39faf8a65d5218741_211)] | | | [removed: [53](#ia888b0e6cc554f529ea823313ac2ca2f_208)] [added: [55](#if0337a8b64c940e39faf8a65d5218741_211)] | | |

| [Consolidated Statements of Shareholders' Equity Attributable to Johnson Controls Ordinary Shareholders for the years ended September 30, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#ia888b0e6cc554f529ea823313ac2ca2f_211)] [added: 2019](#if0337a8b64c940e39faf8a65d5218741_214)] | | | [removed: [54](#ia888b0e6cc554f529ea823313ac2ca2f_211)] [added: [56](#if0337a8b64c940e39faf8a65d5218741_214)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ia888b0e6cc554f529ea823313ac2ca2f_217)] [added: Statements](#if0337a8b64c940e39faf8a65d5218741_220)] | | | [removed: [55](#ia888b0e6cc554f529ea823313ac2ca2f_217)] [added: [57](#if0337a8b64c940e39faf8a65d5218741_220)] | | |

| [Schedule II - Valuation and Qualifying Accounts for the years ended September 30, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#ia888b0e6cc554f529ea823313ac2ca2f_316)] [added: 2019](#if0337a8b64c940e39faf8a65d5218741_316)] | | | [removed: [113](#ia888b0e6cc554f529ea823313ac2ca2f_316)] [added: [114](#if0337a8b64c940e39faf8a65d5218741_316)] | | |

[removed: ][added: ]

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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of income, of comprehensive income (loss), of shareholders’ equity attributable to Johnson Controls ordinary shareholders, and of cash flows for each of the three years in the period ended September 30, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended September 30, [removed: 2020] [added: 2021] 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: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As discussed in Note [removed: 1] [added: 9] to the consolidated financial statements, the Company changed the manner in which it accounts for leases as of October 1, 2019.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] 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 [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

[removed: Management] [added: During fiscal 2020, the Company] considered the [removed: ongoing] deterioration in general economic and market conditions due to the COVID-19 pandemic and its impact on each of the Company’s reporting units’ performance.

Due to [removed: further] declines in cash flow projections of the North America Retail reporting unit in the third quarter of fiscal 2020 as a result of the COVID-19 pandemic, [removed: management] [added: the Company] concluded a triggering event occurred requiring assessment of impairment for its North America Retail reporting unit.

[removed: Management reviewed the] [added: There were no] goodwill [removed: of all reporting units for] [added: impairments resulting from] the fiscal [added: 2021 and] 2020 annual impairment [removed: test in the fourth quarter, and there were no additional impairments recorded.][added: tests.]

In estimating the fair [removed: value of] [added: value,] the [removed: reporting units, management] [added: Company] uses [added: the] multiples of earnings [added: approach] based on the average of published multiples of earnings of comparable entities with similar operations and economic characteristics and applies the multiples to the [removed: Company’s] [added: Company's] average of historical and future financial results for each reporting unit.

As described in Note [removed: 18] [added: 19] to the consolidated financial statements, the Company [added: has] recorded [added: liabilities for] uncertain tax [removed: position liabilities] [added: positions] totaling [removed: $2,528] [added: $2,726] million, primarily as a non-current liability, as of September 30, [removed: 2020.][added: 2021.]

The Company is subject to income taxes in the U.S. and numerous [removed: foreign] [added: non-U.S.] jurisdictions.

The principal considerations for our determination that performing procedures relating to uncertain tax positions is a critical audit matter are (i) the significant judgment by management in identifying and recording the estimated probable loss for each uncertain tax position; [removed: this, in turn, led to] [added: (ii)] a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate the [removed: timely] identification and accurate measurement of uncertain tax positions, [removed: (ii)] [added: (iii)] the evaluation of audit evidence available to support the tax liabilities for uncertain tax positions is complex and resulted in significant auditor judgment as the nature of the evidence is often highly [removed: subjective,] [added: subjective;] and [removed: (iii)] [added: (iv)] the audit effort involved the use of professionals with specialized skill and knowledge.

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

| (in millions, except per share data) | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Products and systems | | | $ | [removed: 16,253] [added: 17,202] | | | | | $ | [removed: 17,711] [added: 16,253] | | | | | $ | [removed: 17,332] [added: 17,711] | |

| Services | | | [removed: 6,064] [added: 6,466] | | | | | | [removed: 6,257] [added: 6,064] | | | | | | [removed: 6,068] [added: 6,257] | | |

| | | | [removed: 22,317] [added: 23,668] | | | | | | [removed: 23,968] [added: 22,317] | | | | | | [removed: 23,400] [added: 23,968] | | |

| Products and systems | | | [removed: 11,401] [added: 11,848] | | | | | | [removed: 12,577] [added: 11,401] | | | | | | [removed: 12,315] [added: 12,577] | | |

| Services | | | [removed: 3,505] [added: 3,761] | | | | | | [removed: 3,698] [added: 3,505] | | | | | | [removed: 3,418] [added: 3,698] | | |

| | | | [removed: 14,906] [added: 15,609] | | | | | | [removed: 16,275] [added: 14,906] | | | | | | [removed: 15,733] [added: 16,275] | | |

| Gross profit | | | [removed: 7,411] [added: 8,059] | | | | | | [removed: 7,693] [added: 7,411] | | | | | | [removed: 7,667] [added: 7,693] | | |

| Selling, general and administrative expenses | | | [removed: (5,665)] [added: (5,258)] | | | | | | [removed: (6,244)] [added: (5,665)] | | | | | | [removed: (5,642)] [added: (6,244)] | | |

| Restructuring and impairment costs | | | [removed: (783)] [added: (242)] | | | | | | [removed: (235)] [added: (783)] | | | | | | [removed: (255)] [added: (235)] | | |

| Net financing charges | | | [removed: (231)] [added: (206)] | | | | | | [removed: (350)] [added: (231)] | | | | | | [removed: (401)] [added: (350)] | | |

| Equity income | | | [removed: 171] [added: 261] | | | | | | [removed: 192] [added: 171] | | | | | | [removed: 177] [added: 192] | | |

| Income from continuing operations before income taxes | | | [removed: 903] [added: 2,614] | | | | | | [removed: 1,056] [added: 903] | | | | | | [removed: 1,546] [added: 1,056] | | |

| Income tax provision (benefit) | | | [removed: 108] [added: 868] | | | | | | [removed: (233)] [added: 108] | | | | | | [removed: 197] [added: (233)] | | |

| Income from continuing operations | | | [removed: 795] [added: 1,746] | | | | | | [removed: 1,289] [added: 795] | | | | | | [removed: 1,349] [added: 1,289] | | |

| Income from discontinued operations, net of tax (Note 3) | | | [removed: —] [added: 124] | | | | | | [removed: 4,598] [added: —] | | | | | | [removed: 1,034] [added: 4,598] | | |

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Silent-Aire from its assessment of internal control over financial reporting as of September 30, 2021 because it was acquired by the Company in a purchase business combination during 2021.

We have also excluded Silent-Aire from our audit of internal control over financial reporting.

Silent-Aire is a wholly-owned subsidiary of the Company whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent less than 1% of each of the related consolidated financial statement amounts as of and for the year ended September 30, 2021.

These procedures also included, among others (i) for a sample of uncertain tax positions by jurisdiction, testing the information used in the calculation of the estimate of probable loss and testing the calculation of the estimate of

| Accounts receivable - net | | | 5,613 | | | | | | 5,294 | | |

| (in millions) | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

| Inventories | | | (219) | | | | | | 45 | | | | | | (72) | | |

| Comprehensive income | | | 1,979 | | | | | | — | | | | | | — | | | | | | 1,637 | | | | | | — | | | | | | 342 | | |

| Repurchases and retirements of ordinary shares | | | (1,307) | | | | | | (1) | | | | | | — | | | | | | (1,306) | | | | | | — | | | | | | — | | |

| At September 30, 2021 | | | $ | 17,562 | | | | | $ | 7 | | | | | $ | 17,116 | | | | | $ | 2,025 | | | | | $ | (1,152) | | | | | $ | (434) | |

For ease of administration, the Company collects customer payments related to certain factored receivables on behalf of the financial institutions but otherwise maintains no other continuing involvement with respect to the factored receivables.

and from 3 to 15 years for machinery and equipment.

The Company conducts its long-lived asset impairment analyses in accordance with

In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments." ASU No. 2016-13 and its related amendments replace the previous expected credit loss methodology with a new incurred loss methodology.

The new standard applies to financial instruments, including, but not limited to, trade receivables.

Under the new standard, companies must consider historical information, current conditions and a reasonable forecast period when estimating credit losses.

The Company adopted ASU No. 2016-13 and the related amendments

effective October 1, 2020.

Refer to Note 5, “Accounts Receivable, Net,” of the notes to the consolidated financial statements for further information.

*Recently Issued Accounting Pronouncements*

In October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which requires contract assets and contract liabilities (e.g. deferred revenue) acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, “Revenue from Contracts with Customers.” Generally, this new guidance will result in the acquirer recognizing contract assets and contract liabilities at the same amounts recorded by the acquiree.

Historically, such amounts were recognized by the acquirer at fair value in acquisition accounting.

The guidance should be applied prospectively to acquisitions occurring on or after the effective date.

The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years (October 1, 2023 for the Company).

Early adoption is permitted, including in interim periods, for any financial statements that have not yet been issued.

The impact of the new standard will depend on the magnitude of future acquisitions.

*Silent-Aire Acquisition*

In May 2021, the Company completed its acquisition of Silent-Aire, a global leader in hyperscale data center cooling and modular critical infrastructure solutions, for approximately $755 million, net of cash acquired, which is comprised of an upfront net cash payment of approximately $661 million, the estimated fair value of contingent earn-out liabilities of approximately $86 million and a working capital adjustment of $8 million.

The contingent earn-out liabilities are based upon the achievement of certain defined operating results in each of the three years following the acquisition, with a maximum payout of approximately $250 million.

The fair value of contingent earn-out liabilities is reassessed on a quarterly basis and could differ materially from the initial estimates.

Subsequent changes in the estimated fair value of contingent earn-out liabilities will be recorded in the consolidated statements of income when incurred.

The earn-out payments that are less than or equal to the contingent earn-out liabilities on the acquisition date are reflected as financing cash outflows and amounts paid in excess of the contingent earn-out liabilities on the acquisition date are reflected as operating cash outflows.

The Silent-Aire business is reported within the Global Products segment.

Goodwill is attributable primarily to expected synergies, expanded market opportunities and other benefits that the Company believes will result from combining its operations with the operations of Silent-Aire.

The goodwill created in the acquisition is not deductible for tax purposes.

The fair values of the assets acquired and liabilities assumed related to Silent-Aire are as follows (in millions):

| Accounts receivable | | | | | | 141 | | |

| Goodwill | | | | | | 244 | | |

| Accounts payable | | | | | | 62 | | |

| Accrued compensation and benefits | | | | | | 6 | | |

*Goodwill Impairment Assessment*

As described in Note 7 to the consolidated financial statements, the Company’s consolidated goodwill balance was $17,932 million as of September 30, 2020.

Management reviews goodwill for impairment during the fourth fiscal quarter or more frequently if events or changes in circumstances indicate the asset might be impaired.

As a result, management recorded a non-cash impairment charge of $424 million in the third quarter of fiscal 2020.

Management performs impairment reviews for its reporting units using a fair value method based on management’s judgments and assumptions.

The estimated fair value is then compared with the carrying amount of each reporting unit, including recorded goodwill.

In certain instances, management uses discounted cash flow analyses to further support the fair value estimates, whereby other than management’s internal projections of future cash flows, the primary assumptions were the weighted-average cost of capital and long-term growth rates.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment is a critical audit matter are the 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 and evaluating management’s significant assumptions relating to (i) the multiples of earnings of comparable entities with similar operations and economic characteristics when using the multiples of earnings approach and (ii) the revenue growth rates included in the internal projections of future cash flows, discount rates used in the weighted-average cost of capital and long-term growth rates when using discounted cash flow analyses.

In addition, the audit effort involved the use of professionals with specialized skill and knowledge.

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 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 and the discounted cash flow model, as applicable, (iii) testing the completeness, accuracy, and relevance of underlying data used in the models, and (iv) evaluating the significant assumptions used by management related to the multiples of earnings of comparable entities with similar operations and economic characteristics, revenue growth rates, discount rates and long-term growth rates.

In those instances where management used a multiples of earnings approach, evaluating management’s assumption related to the identification of appropriate comparable entities with similar operations and economic characteristics used to determine the multiples of earnings of each reporting unit involved evaluating whether the assumption used by management was reasonable considering (i) current and past financial performance of the reporting units, (ii) external market, industry and macroeconomic data, and (iii) whether the assumption was consistent with evidence obtained in other areas of the audit.

In those instances where management used discounted cash flow analyses, evaluating management’s assumptions related to the revenue growth rates, discount rates and long-term growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) current and past financial performance of the reporting units, (ii) external market, industry and macroeconomic data, and (iii) 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 management’s fair value models and management’s significant assumptions related to the multiples of earnings of comparable entities with similar operations and economic characteristics, discount rates used in the weighted-average cost of capital, and long-term growth rates.

| November 16, 2020 | | |

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

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

| Accounts receivable, less allowance for doubtful accounts of $173 and $173, respectively | | | 5,294 | | | | | | 5,770 | | |

| Liabilities held for sale | | | — | | | | | | 44 | | |

| Gain on Scott Safety business divestiture | | | — | | | | | | — | | | | | | (114) | | |

| At September 30, 2017 | | | $ | 20,447 | | | | | $ | 9 | | | | | $ | 16,390 | | | | | $ | 5,231 | | | | | $ | (710) | | | | | $ | (473) | |

| Comprehensive income (loss) | | | 1,689 | | | | | | — | | | | | | — | | | | | | 2,162 | | | | | | — | | | | | | (473) | | |

In addition, the Company classifies disposal groups to be disposed of other than by sale (e.g. spin-off) as held for sale in the period the disposal occurs.

The

The Company performs impairment reviews for its reporting units, which have been determined to be the Company’s reportable segments or one level below the reportable segments in certain instances, using a fair value method based on management’s judgments and assumptions or third party valuations.

The fair value of a reporting unit refers to the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date.

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

In certain instances, the Company uses discounted cash flow analyses or estimated sales price to further support the fair value estimates.

The Company is subject to financial statement risk to the extent that the carrying amount exceeds the estimated fair value.

carrying amount may not be recoverable.

income.

The Company presents both basic and diluted earnings per share ("EPS") amounts.

Basic EPS is calculated by dividing net income attributable to Johnson Controls by the weighted average number of common shares outstanding during the reporting period.

Diluted EPS is calculated by dividing net income attributable to Johnson Controls by the weighted average number of common shares and common equivalent shares outstanding during the reporting period that are calculated using the treasury stock method for stock options, unvested restricted stock and unvested performance share awards.

For periods prior to fiscal 2019, the unrealized gains and losses on these securities, other than the deferred compensation plan assets, were recognized in AOCI within the consolidated statement of shareholders' equity unless an unrealized loss is deemed to be other than temporary, in which case such loss was charged to earnings.

In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)." ASU No. 2016-02 requires recognition of operating leases as lease assets and liabilities on the balance sheet, and disclosure of key information about leasing arrangements.

The comparative periods have not been recast and continue to be reported under the previous lease accounting guidance.

The Company has elected to apply the package of transitional practical expedients, under which the Company did not reassess prior conclusions about lease identification, lease classification, and initial direct costs of existing leases as of the date of adoption.

Based on this evaluation, the Company’s management has concluded that, as of September 30, [removed: 2020,] [added: 2021,] 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: 2020] [added: 2021] as stated in its report which is included in Item 8 of this Form 10-K and is incorporated by reference herein.

There have been no changes in the Company’s internal control over financial reporting during the quarter ended September 30, [removed: 2020,] [added: 2021,] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management has excluded Silent-Aire from its assessment of internal control over financial reporting as of September 30, 2021 given its acquisition date of Silent-Aire in May 2021.

Silent-Aire is a wholly owned subsidiary of the Company whose total assets and total revenues excluded from our assessment represent less than 1% each of the related consolidated financial statement amounts as of and for the year ended September 30, 2021.

None.

CFO Succession

As previously disclosed in the Company's Current Report on Form 8-K filed on August 18, 2020, Olivier Leonetti will succeed Brian Stief as the Company's Chief Financial Officer and Principal Financial Officer on the date immediately following the date of the filing of this Annual Report on Form 10-K.

Mr. Stief will remain in the role of Vice Chairman until his retirement.

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, 2020) for its annual meeting to be held on March 10, 2021, are incorporated by reference in this Form 10-K.

None.

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, 2021) for its annual meeting to be held on March 9, 2022, 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 shareholders to be held on March [removed: 10, 2021] [added: 9, 2022] (the “Johnson Controls Proxy Statement”) and is incorporated by reference herein.

[removed: Such information] (other than the Compensation Committee Report on Executive Compensation, which shall not be deemed to be “filed”) is incorporated by reference.

Such information

The following table provides information about the Company's equity compensation plans as of September 30, [removed: 2020:][added: 2021:]

On March 10, 2021, the shareholders of the Company approved the Johnson Controls International plc 2021 Equity and Incentive Plan, which terminated the 2012 Share and Incentive Plan, as amended in September 2016 (collectively, the "Plans").

Both plans authorize stock options, stock appreciation rights, restricted (non-vested) stock/units, performance shares, performance units and other stock-based awards.

The Compensation and Talent Development Committee of the Company's Board of Directors determines the types of awards to be granted to individual participants and the terms and conditions of the awards.

| Equity compensation plans approved by shareholders | | | | | | 5,951,011 | | | | | | $ | 38.84 | | | | | 54,253,453 | | |

| Total | | | | | | 5,951,011 | | | | | | $ | 38.84 | | | | | 54,253,453 | | |

| Equity compensation plans approved by shareholders | | | | | | 10,114,905 | | | | | | $ | 37.14 | | | | | 26,553,821 | | |

| Total | | | | | | 10,114,905 | | | | | | $ | 37.14 | | | | | 26,553,821 | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ia888b0e6cc554f529ea823313ac2ca2f_190)] [added: Firm](#if0337a8b64c940e39faf8a65d5218741_193)] | | | | | | [removed: [47](#ia888b0e6cc554f529ea823313ac2ca2f_190)] [added: [49](#if0337a8b64c940e39faf8a65d5218741_193)] | | |

| [Consolidated Statements of Income for the years ended September 30, [removed: 20](#ia888b0e6cc554f529ea823313ac2ca2f_193)[20](#ia888b0e6cc554f529ea823313ac2ca2f_193)[, 201](#ia888b0e6cc554f529ea823313ac2ca2f_193)[9](#ia888b0e6cc554f529ea823313ac2ca2f_193) [and 201](#ia888b0e6cc554f529ea823313ac2ca2f_193)[8](#ia888b0e6cc554f529ea823313ac2ca2f_193)] [added: 2021, 2020 and 2019](#if0337a8b64c940e39faf8a65d5218741_196)] | | | | | | [removed: [50](#ia888b0e6cc554f529ea823313ac2ca2f_193)] [added: [52](#if0337a8b64c940e39faf8a65d5218741_196)] | | |

| [Consolidated Statements of Comprehensive Income (Loss) for the years ended September 30, [removed: 20](#ia888b0e6cc554f529ea823313ac2ca2f_199)[20](#ia888b0e6cc554f529ea823313ac2ca2f_199)[, 201](#ia888b0e6cc554f529ea823313ac2ca2f_199)[9](#ia888b0e6cc554f529ea823313ac2ca2f_199) [and 201](#ia888b0e6cc554f529ea823313ac2ca2f_199)[8](#ia888b0e6cc554f529ea823313ac2ca2f_199)] [added: 2021, 2020 and 2019](#if0337a8b64c940e39faf8a65d5218741_202)] | | | | | | [removed: [51](#ia888b0e6cc554f529ea823313ac2ca2f_199)] [added: [53](#if0337a8b64c940e39faf8a65d5218741_202)] | | |

| [Consolidated Statements of Financial Position at September 30, [removed: 20](#ia888b0e6cc554f529ea823313ac2ca2f_202)[20](#ia888b0e6cc554f529ea823313ac2ca2f_202) [and 20](#ia888b0e6cc554f529ea823313ac2ca2f_202)[19](#ia888b0e6cc554f529ea823313ac2ca2f_202)] [added: 2021 and 2020](#if0337a8b64c940e39faf8a65d5218741_205)] | | | | | | [removed: [52](#ia888b0e6cc554f529ea823313ac2ca2f_202)] [added: [54](#if0337a8b64c940e39faf8a65d5218741_205)] | | |

| [Consolidated Statements of Cash Flows for the years ended September 30, [removed: 20](#ia888b0e6cc554f529ea823313ac2ca2f_208)[20](#ia888b0e6cc554f529ea823313ac2ca2f_208)[, 20](#ia888b0e6cc554f529ea823313ac2ca2f_208)[19](#ia888b0e6cc554f529ea823313ac2ca2f_208) [and 201](#ia888b0e6cc554f529ea823313ac2ca2f_208)[8](#ia888b0e6cc554f529ea823313ac2ca2f_208)] [added: 2021, 2020 and 2019](#if0337a8b64c940e39faf8a65d5218741_211)] | | | | | | [removed: [53](#ia888b0e6cc554f529ea823313ac2ca2f_208)] [added: [55](#if0337a8b64c940e39faf8a65d5218741_211)] | | |

| [Consolidated Statements of Shareholders’ Equity for the years ended September 30, [removed: 20](#ia888b0e6cc554f529ea823313ac2ca2f_211)[20](#ia888b0e6cc554f529ea823313ac2ca2f_211)[, 20](#ia888b0e6cc554f529ea823313ac2ca2f_211)[19](#ia888b0e6cc554f529ea823313ac2ca2f_211) [and 20](#ia888b0e6cc554f529ea823313ac2ca2f_211)[18](#ia888b0e6cc554f529ea823313ac2ca2f_211)] [added: 2021, 2020 and 2019](#if0337a8b64c940e39faf8a65d5218741_214)] | | | | | | [removed: [54](#ia888b0e6cc554f529ea823313ac2ca2f_211)] [added: [56](#if0337a8b64c940e39faf8a65d5218741_214)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ia888b0e6cc554f529ea823313ac2ca2f_217)] [added: Statements](#if0337a8b64c940e39faf8a65d5218741_220)] | | | | | | [removed: [55](#ia888b0e6cc554f529ea823313ac2ca2f_217)] [added: [57](#if0337a8b64c940e39faf8a65d5218741_220)] | | |

| For the years ended September 30, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018:] [added: 2019:] | | | | | | | | |

| [Schedule II - Valuation and Qualifying [removed: Accounts](#ia888b0e6cc554f529ea823313ac2ca2f_316)] [added: Accounts](#if0337a8b64c940e39faf8a65d5218741_316)] | | | | | | [removed: [113](#ia888b0e6cc554f529ea823313ac2ca2f_316)] [added: [114](#if0337a8b64c940e39faf8a65d5218741_316)] | | |

| Reference is made to the separate exhibit index contained on page [removed: [117](#ia888b0e6cc554f529ea823313ac2ca2f_358)] [added: [118](#if0337a8b64c940e39faf8a65d5218741_355)] filed herewith. | | | | | | | | |

Financial statements of 50% or less-owned companies have been omitted because the proportionate share of their [added: revenue or] profit before income taxes [removed: and total assets are] [added: is] individually less than 20% of the respective consolidated [removed: amounts,] [added: amounts] and investments in such companies are less than 20% of consolidated total assets.

Refer to Note 20, "Non-Consolidated Partially-Owned Affiliates" of the notes to consolidated financial statements for the summarized financial data for the Company’s nonconsolidated partially-owned affiliates for fiscal 2019 and 2018.

In the fourth quarter of fiscal 2020, the Company early adopted SEC Release No 33 – 10786 which, among other things, modified the significance test required in SEC Regulation S-X, Rule 1-02(w) by changing the income test to use the lower measure of significance based on income from continuing operations before taxes or revenue.

Under the modified income test, none of the Company’s non-consolidated partially-owned affiliates, either individually or in the aggregate, are considered significant subsidiaries.

| 4.3 | | | | | | [First Supplemental Indenture, dated December 28, 2016, between Johnson Controls International plc, and U.S. Bank National Association, as trustee, and Elavon Financial Services DAC, UK Branch, as paying agent for the New Euro Notes attaching forms of 2.355% Senior Notes due 2017 (retired; no longer outstanding), 7.125% Senior Notes due 2017 (retired; no longer outstanding), 1.400% Senior Notes due 2017 (retired, no longer outstanding as of November 2, 2017), 3.750% Notes due 2018 (retired; no longer outstanding), 5.000% Senior Notes due [removed: 2020](http://www.sec.gov/Archives/edgar/data/833444/000110465916164074/a16-23370_1ex4d2.htm) [(retired;] [added: 2020 (retired;] no longer [removed: outstanding)](http://www.sec.gov/Archives/edgar/data/833444/000110465916164074/a16-23370_1ex4d2.htm)[,] [added: outstanding),] 4.25% Senior Notes due [removed: 2021,] [added: 2021 (retired; no longer outstanding),] 3.750% Senior Notes due [removed: 2021,] [added: 2021 (retired; no longer outstanding),] 3.625% Senior Notes due 2024, 6.000% Notes due 2036, 5.70% Senior Notes due 2041, 5.250% Senior Notes due 2041, 4.625% Senior Notes due 2044, 6.950% Debentures due December 1, 2045, 4.950% Senior Notes due 2064, 4.625% Notes due 2023, 1.375% Notes due 2025, 3.900% Notes due 2026, and 5.125% Notes due 2045 (incorporated by reference to Exhibit 4.2 to the registrant’s current report on Form 8-K filed on December 28, 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916164074/a16-23370_1ex4d2.htm) | | |

| 4.6 | | | | | | [Fifth Supplemental Indenture, dated September 11, 2020, among Johnson Controls International plc, Tyco Fire & Security Finance S.C.A. and U.S. Bank National Association, as trustee, attaching form of the 1.750% Senior Notes due 2030 (incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on September 11, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/833444/000119312520244119/d23518dex42.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/833444/000119312520244119/d23518dex42.htm)] | | |

| 4.7 | | | | | | [Sixth Supplemental Indenture, dated September 15, 2020, among Johnson Controls International plc, Tyco Fire & Security Finance S.C.A., U.S. Bank National Association, as trustee, and Elavon Financial Services DAC, as paying agent, attaching forms of the 0.375% Senior Notes due 2027 and the 1.000% Senior Notes due 2032 (incorporated by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K filed on September 15, [removed: 2020).](https://www.sec.gov/Archives/edgar/data/833444/000119312520246240/d31385dex42.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/833444/000119312520246240/d31385dex42.htm)] | | |

| [removed: 4.8] [added: 4.9] | | | | | | [Description of the Ordinary Shares of Johnson Controls International plc (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344420000048/ex48202010-k.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344421000046/ex49202110-k.htm)] | | |

| [removed: 4.9] [added: 4.10] | | | | | | [Description of the Johnson Controls International plc Notes (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344420000048/ex49202010-k.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344421000046/ex410202110-k.htm)] | | |

| [removed: 4.10] [added: 4.11] | | | | | | [Description of the Johnson Controls International plc and Tyco Fire & Security Finance S.C.A. Notes (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344420000048/ex410202010-k.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344421000046/ex411202110-k.htm)] | | |

| [removed: 4.11] [added: 4.12] | | | | | | Miscellaneous long-term debt agreements and financing leases with banks and other creditors and debenture indentures.* | | |

| [removed: 4.12] [added: 4.13] | | | | | | Miscellaneous industrial development bond long-term debt issues and related loan agreements and leases.* | | |

| [removed: 10.3] [added: 10.2] | | | | | | [Stock and Asset Purchase Agreement, dated as of November 13, 2018, by and between Johnson Controls International plc and BCP Acquisitions LLC (incorporated by reference to Exhibit 2.1 to the [removed: Company’s] [added: registrant's] Current Report filed November 13, [removed: 2018).](http://www.sec.gov/Archives/edgar/data/833444/000119312518325492/d649168dex21.htm)] [added: 2018)](http://www.sec.gov/Archives/edgar/data/833444/000119312518325492/d649168dex21.htm)] | | |

| [removed: 10.4] [added: 10.3] | | | | | | [Tax Matters Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient Limited (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on September 9, 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143835/a16-18104_1ex10d2.htm) | | |

| [removed: 10.5] [added: 10.4] | | | | | | [Employee Matters Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient Limited (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on September 9, 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143835/a16-18104_1ex10d3.htm) | | |

| [removed: 10.6] [added: 10.5] | | | | | | [Tax Sharing Agreement, dated September 28, 2012 by and among Pentair Ltd., Johnson Controls International plc (formerly Tyco International Ltd.), Tyco International Finance S.A. and The ADT Corporation (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on October 1, 2012) (Commission File No. 1-13836)](http://www.sec.gov/Archives/edgar/data/833444/000119312512411575/d418617dex101.htm) | | |

| [removed: 10.7] [added: 10.6] | | | | | | [Non-Income Tax Sharing Agreement dated September 28, 2012 by and among Johnson Controls International plc (formerly Tyco International Ltd.), Tyco International Finance S.A. and The ADT Corporation (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on October 1, 2012) (Commission File No. 1-13836)](http://www.sec.gov/Archives/edgar/data/833444/000119312512411575/d418617dex102.htm) | | |

| [removed: 10.8] [added: 10.7] | | | | | | [Trademark Agreement, dated as of September 25, 2012, by and among ADT Services GmbH, ADT US Holdings, Inc., Johnson Controls International plc (formerly Tyco International Ltd.) and The ADT Corporation (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on October 1, 2012) (Commission File No. 1-13836)](http://www.sec.gov/Archives/edgar/data/833444/000119312512411575/d418617dex103.htm) | | |

| [removed: 10.9] [added: 10.8] | | | | | | [Form of Deed of Indemnification between Johnson Controls International plc (formerly Tyco International plc) and certain of its directors and officers (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed on September 6, 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143068/a16-17941_1ex10d4.htm) | | |

| [removed: 10.10] [added: 10.9] | | | | | | [Form of Indemnification Agreement between Tyco Fire & Security (US) Management, Inc. and certain directors and officers of Johnson Controls International plc (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed on September 6, 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143068/a16-17941_1ex10d5.htm) | | |

| [removed: 10.11] [added: 10.28] | | | | | | [removed: [Tyco International plc 2004] [added: [Form of terms and conditions for Option Awards, Restricted Unit Awards, Performance] Share [added: Awards under the 2012 Stock] and Incentive Plan [added: for fiscal 2015] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.9] to the registrant’s [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K for the fiscal year ended September 26, 2014] filed on November [removed: 17,] [added: 14,] 2014) (Commission File No. [removed: 1-13836)](http://www.sec.gov/Archives/edgar/data/833444/000119312514414675/d823374dex103.htm)] [added: 1-13836)](http://www.sec.gov/Archives/edgar/data/833444/000083344414000124/exhibit109.htm)] | | |

| [removed: 10.12] [added: 10.10] | | | | | | [Johnson Controls International plc 2012 Share and Incentive Plan, amended and restated as of March 8, 2017 (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed on May 4, 2017)](http://www.sec.gov/Archives/edgar/data/833444/000083344417000016/q2ex102fy1710-q.htm) | | |

| [removed: 10.13] [added: 10.11] | | | | | | [Johnson Controls International plc 2007 Stock Option Plan (incorporated by reference to Exhibit 10.7 to the registrant’s Current Report on Form 8-K filed on September 6, 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143068/a16-17941_1ex10d7.htm) | | |

| [removed: 10.14] [added: 10.12] | | | | | | [Johnson Controls International plc 2012 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.6 to the registrant’s Current Report on Form 8-K filed on September 6, 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143068/a16-17941_1ex10d6.htm) | | |

| [removed: 10.15] [added: 10.14] | | | | | | [Johnson Controls International plc Severance and Change in Control Policy for Officers, [removed: Amended] [added: amended] and [removed: Restated December 7, 2017] [added: restated March 11, 2021] (Incorporated by reference to Exhibit [removed: 10.2] [added: 10.4] to the registrant’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed on [removed: December 11, 2017)](http://www.sec.gov/Archives/edgar/data/833444/000083344417000064/exh102severanceandchangein.htm)] [added: April 30, 2021)](http://www.sec.gov/Archives/edgar/data/833444/000083344421000020/q2ex104fy2110-q.htm)] | | |

| [removed: 10.16] [added: 10.15] | | | | | | [Johnson Controls International plc Executive Deferred Compensation Plan, as amended and restated [removed: effective January 1, 2018 (incorporated] [added: March 11, 2021 (Incorporated] by reference to Exhibit [removed: 10.3] [added: 10.5] to the registrant’s Quarterly Report on Form 10-Q filed on [removed: May 3, 2018)](http://www.sec.gov/Archives/edgar/data/833444/000083344418000021/q2ex103fy1810-q.htm)] [added: April 30, 2021)](http://www.sec.gov/Archives/edgar/data/833444/000083344421000020/q2ex105fy2110-q.htm)] | | |

| [removed: 10.17] [added: 10.16] | | | | | | [Johnson Controls International plc Retirement Restoration Plan, as amended and restated [removed: effective January 1, 2018] [added: March 11, 2021] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.7] to the registrant’s Quarterly Report on Form 10-Q filed on [removed: May 3, 2018)](http://www.sec.gov/Archives/edgar/data/833444/000083344418000021/q2ex104fy1810-q.htm)] [added: April 30, 2021)](http://www.sec.gov/Archives/edgar/data/833444/000083344421000020/q2ex107fy2110-q.htm)] | | |

| [removed: 10.18] [added: 10.17] | | | | | | [Tyco Supplemental Savings and Retirement Plan as amended and restated effective January 1, 2018 (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on September 19, 2017)](http://www.sec.gov/Archives/edgar/data/833444/000083344417000049/exhibit102tycosupplemental.htm) | | |

| [removed: 10.19] [added: 10.22] | | | | | | [removed: [Johnson Controls International plc] [added: [Form of Option/SAR Award for] Executive [removed: Compensation Incentive Recoupment Policy effective September 2, 2016] [added: Officers] (incorporated by reference to Exhibit 10.24 to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, [removed: 2016] [added: 2019] filed on November [removed: 23, 2016)](http://www.sec.gov/Archives/edgar/data/833444/000083344416000216/ex10242016plc10-k.htm)] [added: 21, 2019)](http://www.sec.gov/Archives/edgar/data/833444/000083344419000051/ex1024201910-k.htm)] | | |

| [removed: 10.20] [added: 10.19] | | | | | | [Letter Agreement between Johnson Controls International plc and George R. Oliver dated December 8, 2017 (Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on December 11, [removed: 2017).](http://www.sec.gov/Archives/edgar/data/833444/000083344417000064/exh101letteragreementbetwe.htm)] [added: 2017)](http://www.sec.gov/Archives/edgar/data/833444/000083344417000064/exh101letteragreementbetwe.htm)] | | |

| [removed: 10.21] [added: 10.20] | | | | | | [Form of terms and conditions for Option / SAR Awards, Restricted Stock / Unit Awards, Performance Share Awards under the Johnson Controls International plc 2012 Share and Incentive Plan for periods commencing December 6, 2018 (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed February 1, 2019)](http://www.sec.gov/Archives/edgar/data/833444/000083344419000005/q1ex102optionrsupsuagreeme.htm) | | |

| [removed: 10.22] [added: 10.21] | | | | | | [Form of terms and conditions for Option / SAR Awards, and Restricted Stock / Unit Awards, under the Johnson Controls International plc 2012 Share and Incentive Plan commencing December 6, 2018 applicable to Mr. Stief (incorporated by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed February 1, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/833444/000083344419000005/q1ex103optionrsuagreements.htm)] [added: 2019)](http://www.sec.gov/Archives/edgar/data/833444/000083344419000005/q1ex103optionrsuagreements.htm)[](http://www.sec.gov/Archives/edgar/data/833444/000083344419000005/q1ex103optionrsuagreements.htm)] | | |

| [removed: 10.23] [added: 10.25] | | | | | | [Form of [removed: Option/SAR Award] [added: terms and conditions] for [removed: Executive Officers] [added: Option / SAR Awards, Restricted Stock / Unit Awards, Performance Share Awards under the Johnson Controls International plc 2012 Share and Incentive Plan for periods commencing on September 2, 2016] (incorporated by reference to Exhibit [removed: 10.24] [added: 10.33] to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, [removed: 2019] [added: 2016] filed on November [removed: 21, 2019)](http://www.sec.gov/Archives/edgar/data/833444/000083344419000051/ex1024201910-k.htm)] [added: 23, 2016)](http://www.sec.gov/Archives/edgar/data/833444/000083344416000216/ex10332016plc10-k.htm)] | | |

| [removed: 10.24] [added: 10.23] | | | | | | [Form of terms and conditions for Option / SAR Awards, Restricted Stock / Unit Awards, Performance Share Awards under the Johnson Controls International plc 2012 Share and Incentive Plan for fiscal 2018 (incorporated by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed on February 2, 2018)](http://www.sec.gov/Archives/edgar/data/833444/000083344418000008/q1ex103fy1810-q.htm) | | |

| [removed: 10.25] [added: 10.24] | | | | | | [Form of terms and conditions for Option / SAR Awards, and Restricted Stock / Unit Awards, under the Johnson Controls International plc 2012 Share and Incentive Plan for fiscal 2018 applicable to Messrs. Oliver and Stief (incorporated by reference to Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q filed on February 2, 2018)](http://www.sec.gov/Archives/edgar/data/833444/000083344418000008/q1ex104fy1810-q.htm) | | |

| 10.26 | | | | | | [Form of terms and conditions for Option / SAR Awards, [added: and] Restricted Stock / Unit Awards, [removed: Performance Share Awards] under the Johnson Controls International plc 2012 Share and Incentive Plan for periods commencing on September 2, 2016 [added: applicable to Messrs. Molinaroli, Oliver and Stief] (incorporated by reference to Exhibit [removed: 10.33] [added: 10.1] to [removed: the] registrant’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K for the fiscal year ended September 30, 2016] [added: 10-Q] filed on [removed: November 23, 2016)](http://www.sec.gov/Archives/edgar/data/833444/000083344416000216/ex10332016plc10-k.htm)] [added: February 8, 2017)](http://www.sec.gov/Archives/edgar/data/833444/000083344417000007/q1ex101fy1710-q.htm)] | | |

| [removed: 10.27] [added: 10.33] | | | | | | [Form of terms and conditions for Option / SAR Awards, [removed: and] Restricted Stock / Unit Awards, [added: Performance Share Awards] under the Johnson Controls International plc 2012 Share and Incentive Plan for [removed: periods commencing on September 2, 2016 applicable to Messrs. Molinaroli, Oliver and Stief] [added: fiscal 2021](https://www.sec.gov/Archives/edgar/data/833444/000083344421000011/q1ex101fy2110-q.htm)] (incorporated by reference to Exhibit 10.1 to [added: the] registrant’s Quarterly Report on Form 10-Q filed on [removed: February 8, 2017)](http://www.sec.gov/Archives/edgar/data/833444/000083344417000007/q1ex101fy1710-q.htm)] [added: January 29, 2021)] | | |

| [removed: 10.28] [added: 10.34] | | | | | | [removed: [Terms] [added: [Form] of [removed: Unit] [added: terms and conditions for Performance Share] Award under the Johnson Controls International plc 2012 Share and Incentive Plan for [removed: Brian J.] [added: fiscal 2021 applicable to Mr.] Stief [removed: dated September 14, 2017] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the registrant’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed on [removed: September 15, 2017)](http://www.sec.gov/Archives/edgar/data/833444/000119312517286406/d457963dex101.htm)] [added: January 29, 2021)](https://www.sec.gov/Archives/edgar/data/833444/000083344421000011/q1ex102fy2110-q.htm)] | | |

| [removed: 10.29] [added: 10.27] | | | | | | [removed: [Terms] [added: [Form] of [removed: PSU Award] [added: terms and conditions for Option Awards, Restricted Unit Awards, Performance Share Awards] under the [removed: Johnson Controls International plc] 2012 Share and Incentive Plan for [removed: Brian J. Stief dated September 14, 2017] [added: fiscal 2016] (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on [removed: September 15, 2017)](http://www.sec.gov/Archives/edgar/data/833444/000119312517286406/d457963dex102.htm)] [added: October 13, 2015)](http://www.sec.gov/Archives/edgar/data/833444/000083344415000077/ex102.htm)] | | |

| [removed: 10.30] [added: 10.36] | | | | | | [removed: [Terms] [added: [Form] of [removed: RSU Award] [added: terms and conditions for Restricted Stock Units for Directors] under the Johnson Controls International plc [removed: 2012 Share] [added: 2021 Equity] and Incentive [removed: Plan for Brian J. Stief dated September 14, 2017] [added: Plan](https://www.sec.gov/Archives/edgar/data/833444/000083344421000020/q2ex103fy2110-q.htm)] (incorporated by reference to Exhibit 10.3 to the registrant’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed on [removed: September 15, 2017)](http://www.sec.gov/Archives/edgar/data/833444/000119312517286406/d457963dex103.htm)] [added: April 30, 2021)] | | |

| [removed: 10.32] [added: 10.29] | | | | | | [Form of terms and conditions for Option Awards, Restricted Unit Awards, Performance Share Awards under the 2012 [removed: Share] [added: Stock] and Incentive Plan for fiscal [removed: 2016] [added: 2014] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.9] to the registrant’s [removed: Current] [added: Annual] Report on Form [removed: 8-K] [added: 10-K] filed on [removed: October 13, 2015)](http://www.sec.gov/Archives/edgar/data/833444/000083344415000077/ex102.htm)] [added: for the year ended September 27, 2013 filed on November 14, 2013) (Commission File No. 1-13836)](http://www.sec.gov/Archives/edgar/data/833444/000083344413000045/tyc20130927ex109.htm)] | | |

| [removed: 10.33] [added: 10.35] | | | | | | [Form of terms and conditions for Option [added: / SAR] Awards, Restricted [added: Stock /] Unit Awards, Performance Share Awards under the [removed: 2012 Stock] [added: Johnson Controls International plc 2021 Equity] and Incentive [removed: Plan for fiscal 2015] [added: Plan](https://www.sec.gov/Archives/edgar/data/833444/000083344421000020/q2ex102fy2110-q.htm)] (incorporated by reference to Exhibit [removed: 10.9] [added: 10.2] to the registrant’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K for the fiscal year ended September 26, 2014] [added: 10-Q] filed on [removed: November 14, 2014) (Commission File No. 1-13836)](http://www.sec.gov/Archives/edgar/data/833444/000083344414000124/exhibit109.htm)] [added: April 30, 2021)] | | |