Johnson Controls International (JCI) 10-K risk factor changes: FY2022 vs FY2021

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 [added: to] imply that such risk has not already materialized.

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

Risks Related to [removed: Economic] [added: Macroeconomic] and Political Conditions

In response to the challenges presented by COVID-19, we modified our business [removed: practices, including restricting non-essential employee travel, implementing remote work protocols, and limiting physical participation in meetings, events and conferences,] [added: practices] 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.

These [removed: modifications to our business practices, including any future actions we take,] [added: actions,] may cause us to experience increases in costs, reductions in productivity and disruptions to our business routines.

In addition, [removed: certain] [added: a number of our] customers have issued vaccine requirements with respect to our employees who provide on-site service at customer facilities.

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

[removed: Although we experienced increases in both demand and volumes during fiscal 2021 as governments distributed vaccines and lifted COVID-19-related restrictions, challenges] [added: 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.

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

The impact of COVID-19 may also exacerbate other risks discussed in Item 1A of this Annual Report on Form [removed: 10-K, any of which could have a material effect on our financial condition, results of operations and cash flows.][added: 10-K.]

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

Our operations and those of our suppliers are subject to disruption for a variety of reasons, including [removed: COVID-19-related] supplier plant shutdowns or slowdowns, transportation delays, work stoppages, labor relations, labor shortages, [added: global geopolitical instability,] 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.

In cases where commodity price risk cannot be naturally offset or hedged through [removed: supply based] [added: supply-based] fixed-price contracts, we use commodity hedge contracts to minimize overall price risk associated with our anticipated commodity purchases.

We have experienced, and expect to continue to experience, increased commodity costs as a result of global macroeconomic [removed: trends.][added: trends, including global price inflation, supply chain disruption and the Russia/Ukraine conflict.]

Continued [removed: increased] [added: increases in] commodity costs could [removed: continue to] negatively impact our results of operations to the extent we are unable to successfully mitigate and offset the impact of [removed: these] [added: increased] costs.

Declines in real estate values [added: and increases in prevailing interest rates] could lead to significant reductions in the [added: demand for and] availability of project financing, even in markets where demand may otherwise be sufficient to support new construction.

These factors could in turn temper demand for new HVAC, fire detection and [removed: suppression,] [added: suppression] and security installations.

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

Although our industrial customers tend to be less dependent on project financing than real estate developers, [added: increases in prevailing interest rates or] disruptions in financial markets and banking systems could make credit and capital markets difficult for our customers to [removed: access,] [added: access] and could significantly raise the cost of new debt for our customers.

[removed: Any difficulty in accessing these markets and the increased associated costs can have a negative effect] on investment in large capital projects, including necessary maintenance and upgrades, even during periods of favorable end-market conditions.

These budgetary constraints have in the [removed: past] [added: past,] and may in the [removed: future] [added: future,] reduce demand for our products and services among governmental and institutional customers.

Long-term economic [added: and geopolitical] uncertainty in [removed: some] [added: any] of the regions of the world in which we operate, such as Asia, South America, the Middle East, Europe and emerging markets, could result in the disruption of markets and negatively affect cash flows from our operations to cover our capital needs and debt service requirements.

There are other risks that are inherent in our non-U.S. operations, including the potential for changes in socio-economic conditions, laws and regulations, including anti-trust, import, export, labor and environmental laws, and monetary and fiscal policies; [added: the ability to enforce rights, collect revenues and protect assets in foreign jurisdictions;] protectionist measures that may prohibit acquisitions or joint ventures, or impact trade volumes; unsettled or unstable political conditions; [added: international conflict;] government-imposed plant or other operational shutdowns; backlash from foreign labor organizations related to our restructuring actions; corruption; natural and man-made disasters, hazards and losses; violence, civil and labor unrest, and possible terrorist attacks.

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

[removed: For example, existing] [added: Existing] free trade laws and regulations, [removed: such as the United States-Mexico-Canada Agreement, or any successor agreement,] provide certain beneficial duties and tariffs for qualifying imports and exports, subject to compliance with the applicable classification and other requirements.

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

[removed: The] [added: For example, the] effects of climate change could [removed: also] disrupt our operations by impacting the availability and cost of materials needed for [removed: manufacturing] [added: manufacturing, exacerbate existing risks to our supply chain] and [removed: could] increase insurance and other operating costs.

Increased public awareness and concern regarding global climate change [removed: will result] [added: has resulted] in more regulations designed to reduce greenhouse gas emissions.

As a result, we may be required to make increased [added: research and development and other] capital expenditures to improve our product portfolio [added: in order] to meet new regulations and standards.

[added: Although we intend to meet these commitments, we] may be required to expend significant resources to do so, which could increase our operational costs.

Moreover, we may determine that it is in the best interest of our company and our [removed: stockholders] [added: shareholders] to prioritize other business, social, governance or sustainable investments over the achievement of our current commitments based on economic, regulatory and social factors, business strategy or pressure from investors, activist groups or other stakeholders.

If we are unable to meet these commitments, then we could incur adverse publicity and reaction from investors, activist groups [removed: our] [added: and] other stakeholders, which could adversely impact the perception of [removed: us] [added: our brand] and our products and services by current and potential customers, as well as investors, which could in turn adversely impact our results of operations.

For example, proposed federal, state and European Union legislative action concerning the use and clean-up of fire-fighting foam [removed: products] [added: products, including the United States Environmental Protection Agency’s proposal to designate perfluorooctane sulfonate ("PFOS") and perfluorooctanoic acid ("PFOA") as hazardous substances under the Comprehensive Environmental Response, Compensation, and Liability Act,] 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.

New legislation and regulations may require [removed: the Company] [added: us] to make material changes to [removed: its] [added: our] operations, resulting in significant increases to the cost of production.

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

In the event that we believe or have reason to believe that our employees or agents have or may have violated applicable anti-corruption laws, or if we are subject to allegations of any such violations, we [removed: may be required to] [added: will] investigate [removed: or have] [added: the allegations and may engage] outside counsel [added: to] investigate the relevant facts and circumstances, which can be expensive and require significant time and attention from senior management.

In addition, we could be subject to commercial impacts such as lost revenue from customers who decline to do business with us as a result of such compliance matters, [removed: or we could be subject to lawsuits brought by private litigants, each of] which [added: also] could have a material adverse effect on our reputation, business, financial condition, results of operations and cash flows.

Doing business with the U.S. [removed: government and] [added: federal,] state and local [removed: authorities] [added: governments] subjects us to [removed: unusual] [added: certain particular] risks, including dependence on the level of government spending and compliance with and changes in governmental procurement and security regulations.

If we were charged with wrongdoing as a result of an investigation, we could be suspended from bidding on or [added: receiving awards of new government contracts, which could have a material adverse effect on our 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 services and solutions [removed: businesses] [added: business] and our OpenBlue [added: software] platform.

For example, current macroeconomic and political instability caused by the conflict between Russia and Ukraine, global supply chain disruptions, inflation and the strengthening of the U.S. dollar, have and could continue to adversely impact our results of operations.

Other potential consequences arising from the Russia/Ukraine conflict and its effect on our business and results of operations as well as the global economy, cannot be predicted.

This may include further sanctions, embargoes, regional instability, geopolitical shifts, energy instability, potential retaliatory action by the Russian government, increased cybersecurity attacks, increased tensions among countries in which we operate.

Any difficulty in accessing these markets and the increased associated costs can have a negative effect

During 2022, we experienced a reduction in revenue and profits as a result of the significant strengthening of the U.S. dollar against foreign currencies.

The continued strength of the U.S. dollar could continue to adversely impact our revenue and profit in non-U.S. jurisdictions.

The COVID-19 global pandemic created significant volatility, uncertainty and economic disruption.

Vaccine mandates and testing requirements have been implemented in some jurisdictions where we operate.

For example, the Company has experienced, and could continue to experience, disruptions to its business in China due to the application of lockdowns and other restrictive measures under China's "zero-COVID" policy.

Any of these impacts could adversely affect our results of operations.

In addition, some of our subcontractors have also experienced supply chain and labor disruptions, which have continued to impact our ability to timely complete projects and convert our backlog.

Such disruptions have and could continue to interrupt our ability to manufacture or obtain certain products and components, thereby adversely impacting our ability to provide products to customers, convert our backlog into revenue and realize expected profit margins.

The inability to timely convert our backlog due

to supply chain disruptions subjects us to pricing risk due to cost inflation occurring between the generation of backlog and its conversion into revenue.

If we are unable to effectively manage the impacts of price inflation and timely convert our backlog, our results of operations, financial condition and cash flows could materially and adversely be affected.

In addition, we are relying on our IT infrastructure to support our employees’ ability to work remotely.

If we are unable to manage the lifecycle cybersecurity risk in development, deployment and operation of our digital platforms and services, they could become susceptible to cybersecurity

incidents and lead to third-party claims that our product failures have caused damages to our customers.

Failure to increase organizational effectiveness through organizational improvements may reduce our profitability or adversely impact our business.

Our results of operations, financial condition and cash flows are dependent upon our ability to drive organizational improvement.

We seek to drive improvements through a variety of actions, including integration activities, digital transformation, business portfolio reviews, productivity initiatives, functionalization, executive management changes, and business and operating model assessments.

Risks associated with these actions include delays in execution, additional unexpected costs, realization of fewer than estimated productivity improvements, and adverse effects on employee morale.

We may not realize the full operational or financial benefits we expect, the recognition of these benefits may be delayed, and these actions may potentially disrupt our operations.

In addition, our failure to effectively manage organizational changes may lead to increased attrition and harm our ability to attract and retain key talent.

product is generally open to competition.

For example, the U.S., China and other countries continue to implement restrictive trade actions, including tariffs, export controls, sanctions, legislation favoring domestic investment and other actions impacting the import and export of goods, foreign investment and foreign operations in jurisdictions in which we operate.

Additional measures imposed by such countries on a broader range of imports or economic activity, or retaliatory trade measures taken by other countries in response, could increase the cost of our products, create disruptions to our supply chain and impair our ability to effectively operate and compete in such countries.

We are subject to emerging and competing climate regulations.

Additionally, violations of environmental, health and safety laws are subject to civil, and, in some cases, criminal sanctions.

As a result of these various uncertainties, we may incur unexpected interruptions to operations, fines, penalties or other reductions in income which could adversely impact our business, financial condition and results of operations.

These cases typically involve product liability claims based

See Note 21, “Commitments and Contingencies,” of the notes to consolidated financial statements for additional information on these matters.

Acquisitions and investments may be dilutive to earnings.

In the event we are unable to successfully divest a business or product line, we may be forced to wind down such business or product line, which could materially and adversely affect our results of operations and financial condition.

The U.S. enacted the Inflation Reduction Act of 2022 (“IRA”) in August 2022, which, among other sections, creates a new book minimum tax of at least 15% of consolidated GAAP pre-tax income for corporations with average book income in excess of $1 billion.

The book minimum tax will first apply to us in fiscal 2024.

We do not expect the IRA to have a material impact on our effective tax rate, however, it is possible that the U.S. Congress could advance other tax legislation proposals in the future that could have a material impact on our tax rate.

income tax rules (which, among other things, could limit their ability to utilize certain U.S. tax attributes to offset U.S. taxable income or gain resulting from certain transactions).

Because we mark-to-market our defined benefit plan assets and liabilities on an annual basis, large non-

The global outbreak of COVID-19 has disrupted economic activity around the world.

As a 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.

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

jurisdictions in which facility closures have been mandated, we can give no assurance that there will not be additional closures in the future or that our businesses and facilities will be classified as essential in each of the jurisdictions in which we operate.

The COVID-19 outbreak has impacted, and may continue to impact, our office locations, manufacturing and servicing facilities and distribution centers, as well as those of our third-party vendors, including the effects of facility closures, reductions in operating hours and other social distancing efforts.

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, 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.

Any of these impacts could cause our stock price and the operating performances of our businesses to be adversely affected, which could require us to incur material impairment, restructuring or other charges.

Our management of the impact of COVID-19 has and will continue to require significant investment of time from our management and employees, as well as resources across our global enterprise.

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.

In addition, issues relating to the COVID-19 pandemic may result in legal claims or litigation against us.

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.

Additionally, volatility in commodity and component prices, as well as commodity and component shortages, 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.

substantial fines.

For example, certain of our businesses have a significant presence in the United Kingdom (the “U.K.”), where the success of the Brexit referendum in 2016 has continued to cause political and economic uncertainty.

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.

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

There is a general consensus that greenhouse gas emissions are linked to global climate change, and that these emissions must be reduced dramatically to avert the worst effects of climate change.

Although we intend to meet these commitments, we

Recent years have seen a substantial increase in anti-bribery law enforcement activity, with more frequent and aggressive investigations and enforcement proceedings by both U.S. and non-U.S. regulators, and increases in criminal and civil proceedings brought against companies and individuals.

receiving awards of new government contracts, which could have a material adverse effect on the Company's results of operations.

The development of technology products and services presents security and safety risks.

In addition, we are 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.

While we have experienced, and expect to

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

those not protected by patents.

Organizational and reporting changes resulting from any future leadership transition or corporate initiatives could result in increased turnover.

However, any recovery under our

If a customer or third party believes that he or she has suffered harm to person or property due to an actual or alleged act or omission of one of our employees or a security or fire system failure, he or she may pursue legal action against us, and the cost of defending the legal action and of any judgment could be substantial.

We could face liability for failure to respond adequately to alarm activations or failure of our fire protection to operate as expected.

We do not own the right to use the ADT® brand name in the U.S. and Canada.

We own the ADT® brand name in jurisdictions outside of the U.S. and Canada, and The ADT Corporation ("ADT") owns the brand name in the U.S. and Canada.

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

[removed: 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 [removed: efficiency] [added: efficiency, enhance security, create healthy environments] and reduce greenhouse gas emissions.

This discussion summarizes the significant factors affecting the consolidated operating results, financial condition and liquidity of the Company for the [removed: fiscal] year ended September 30, [removed: 2021.][added: 2022.]

[added: A detailed discussion of the 2021 to 2020] year-over-year changes are not included herein and can be found in [the Management's Discussion and Analysis section in the Company's [removed: 2020] [added: 2021] Annual Report on Form 10-K filed November [removed: 16, 2020] [added: 15, 2021] under the heading "Fiscal year [removed: 2020] [added: 2021] compared to fiscal year [removed: 2019,"](http://www.sec.gov/ix?doc=/Archives/edgar/data/0000833444/000083344420000048/jci-20200930.htm)] [added: 2020"](http://www.sec.gov/ix?doc=/Archives/edgar/data/833444/000083344421000046/jci-20210930.htm)] which is incorporated herein by reference.

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 [removed: margin in various locations outside of the U.S.] [added: margin, respectively,] and impact the comparability of results from period to period.

The Company [removed: 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 [removed: smart] [added: smart, sustainable] and healthy buildings.

The Company [removed: continues to leverage] [added: is leveraging] 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 [removed: revenue for the Company.][added: revenue.]

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 [removed: trends (including] [added: trends, including] increased global [removed: demand),] [added: demand, the conflict between Russia and Ukraine,] government-mandated actions in response to [removed: COVID-19] [added: COVID-19, particularly in China,] and labor shortages.

Therefore, the Company could experience further disruptions, shortages and [removed: price] [added: cost] 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.

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

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’ [removed: infrastructure, including thermal cameras, indoor air quality, location-based services for contact tracing and touchless access control.][added: infrastructure.]

The extent to which the COVID-19 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 [removed: predicted, including the resurgence of COVID-19 and its variants in regions recovering from the impacts of the 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 activity, and regulatory actions taken to contain its impact on public health and the global economy.][added: predicted.]

To better align its resources with its growth strategies and reduce the cost structure of its global operations in certain underlying markets, the Company [removed: has committed] [added: commits] to [removed: various] restructuring [removed: plans.][added: plans as necessary.]

In fiscal 2021, the Company announced [removed: 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 [added: intended] to drive $250 million in annual run rate savings by fiscal 2023.

FISCAL YEAR [removed: 2021] [added: 2022] COMPARED TO FISCAL YEAR [removed: 2020][added: 2021]

| (in millions) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | Change | | |

| Net sales | | | $ | [removed: 23,668] [added: 25,299] | | | | | $ | [removed: 22,317] [added: 23,668] | | | | | [removed: 6] [added: 7] | | % |

The increase in net sales was due to higher organic sales [removed: ($932] [added: ($2,033] million), [removed: the favorable impact of foreign currency translation ($447 million) and] incremental sales from acquisitions [removed: ($253 million), partially offset by lower sales due to business divestitures ($275] [added: ($356] million) and the impact of [added: prior year] nonrecurring purchase accounting adjustments ($6 [added: million), partially offset by the unfavorable impact of foreign currency translation ($741 million) and lower sales due to business divestitures ($23] million).

Excluding the impact of foreign currency translation, business acquisitions and divestitures and nonrecurring adjustments, consolidated net sales increased [removed: 4%] [added: 9%] as compared to the prior year, [removed: primarily] attributable to [removed: the] [added: higher volumes and] increased [removed: demand generated by the COVID-19 pandemic recovery.][added: pricing in response to inflation pressures.]

| Cost of sales | | | $ | [removed: 15,609] [added: 16,956] | | | | | $ | [removed: 14,906] [added: 15,609] | | | | | [removed: 5] [added: 9] | | % |

| Gross profit | | | [removed: 8,059] [added: 8,343] | | | | | | [removed: 7,411] [added: 8,059] | | | | | | [removed: 9] [added: 4] | | % |

| % of sales | | | [removed: 34.1] [added: 33.0] | | % | | | | [removed: 33.2] [added: 34.1] | | % | | | | | | |

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

Gross profit increased due to organic sales [removed: growth, favorable year-over-year impact of net pension mark-to-market adjustments ($207 million)] [added: growth] and business acquisitions, partially offset by the unfavorable impact of foreign currency translation [removed: ($307 million)] [added: ($229 million), supply chain inefficiencies, price/cost pressures] and [removed: business divestitures.][added: the unfavorable year-over-year impact of net pension mark-to-market adjustments ($121 million).]

| Selling, general and administrative expenses | | | $ | [removed: 5,258] [added: 5,945] | | | | | $ | [removed: 5,665] [added: 5,258] | | | | | [removed: \-7] [added: 13] | | % |

| % of sales | | | [removed: 22.2] [added: 23.5] | | % | | | | [removed: 25.4] [added: 22.2] | | % | | | | | | |

Selling, general and administrative expenses ("SG&A") [removed: decreased] [added: increased] by [removed: $407] [added: $687] million, and SG&A as a percentage of sales [removed: decreased] [added: increased] by [removed: 320] [added: 130] basis points.

The [removed: decrease] [added: increase] in SG&A [added: on a percentage basis] was primarily due to [removed: favorable] [added: the current year environmental remediation charge and related reserves ($255 million), the unfavorable] year-over-year impact of net mark-to-market adjustments on pension plans [removed: ($453 million) and favorable impacts] [added: ($154 million), the unfavorable year-over-year impact] of [added: net mark-to-market adjustments on restricted asbestos investments ($93 million), the absence of certain one-time] cost mitigation actions and [removed: reductions in discretionary spend in the] current [removed: year,] [added: year business acquisitions,] partially offset by [removed: the unfavorable impact of] [added: a favorable earn-out liability adjustment ($43 million) and favorable] foreign currency translation [removed: ($97] [added: ($141] million).

| Restructuring and impairment costs | | | $ | [removed: 242] [added: 721] | | | | | $ | [removed: 783] [added: 242] | | | | | [removed: \-69] [added: *] | | [removed: %] |

Refer to [removed: Note 17, "Significant Restructuring and Impairment Costs," Note 18, "Impairment of Long-Lived Assets,"] [added: "Note 3, "Assets] and [added: Liabilities Held for Sale & Discontinued Operations,"] Note 8, "Goodwill and Other Intangible Assets," [added: and Note 17, "Significant Restructuring and Impairment Costs,"] of the notes to consolidated financial statements for further disclosure related to the Company's restructuring plans and impairment costs.

| Net financing charges | | | $ | [removed: 206] [added: 213] | | | | | $ | [removed: 231] [added: 206] | | | | | [removed: \-11] [added: 3] | | % |

| Equity income | | | $ | [removed: 261] [added: 246] | | | | | $ | [removed: 171] [added: 261] | | | | | [removed: 53] [added: \-6] | | % |

The [removed: increase] [added: decrease] in [removed: equity] income [added: from continuing operations attributable to noncontrolling interests] was primarily due to [removed: higher] [added: lower net] income at certain partially-owned affiliates of the Johnson Controls - Hitachi joint venture.

| Income tax provision [added: (benefit)] | | | $ | [removed: 868] [added: (13)] | | | | | $ | [removed: 108] [added: 868] | | | | | * | | |

| Effective tax rate | | | [removed: 33] [added: (1)] | | % | | | | [removed: 12] [added: 33] | | % | | | | | | |

For fiscal [removed: 2020,] [added: 2022,] the effective [added: tax] rate for continuing operations was [removed: 12%] [added: (1)%] and was lower than the statutory tax rate primarily due to tax [removed: audit] reserve [removed: adjustments,] [added: adjustments as] the [removed: income tax effects] [added: result] of [removed: mark-to-market adjustments, valuation allowance adjustments] [added: expired statute of limitations for certain tax years] and the benefits of continuing global tax planning initiatives, partially offset by [removed: a discrete] [added: the income] tax [removed: charge related to] [added: effects of impairment and restructuring charges, valuation allowance adjustments,] the [removed: remeasurement] [added: establishment] of [added: a] deferred tax [removed: assets and liabilities] [added: liability on the outside basis difference of the Company's investment in certain subsidiaries] as a result of [removed: Swiss tax reform,] the [removed: tax impact of an impairment charge] [added: planned divestitures] and tax rate differentials.

Refer to Note [removed: 19,] [added: 18,] "Income Taxes," of the notes to consolidated financial statements for further details.

In [added: addition, in] October 2021, 136 out of 140 countries in the Organization for Economic Co-operation and Development ("OECD") Inclusive Framework on Base Erosion and Profit Shifting ("IF"), including Ireland, politically committed to potentially fundamental changes to the international corporate tax system, including the potential implementation of a global minimum corporate tax rate.

While the details of these pronouncements presently remain unclear and timing of implementation uncertain, the impact of local country IF adoption could have a material impact on [removed: our] [added: the Company's] effective tax [removed: rate in future periods.]

The Company partners with customers by leveraging its broad product portfolio and digital capabilities, including its OpenBlue platform,

The Company's fiscal year ends on September 30.

Unless otherwise stated, references to years in this report relate to fiscal years rather than calendar years.

In addition, the currency exposure from the translation of non-U.S. dollar functional currency subsidiaries are not able to be hedged.

During fiscal 2022, revenue and profits were adversely impacted due to the significant strengthening of the U.S. dollar against foreign currencies.

The continued strength of the U.S. dollar could continue to adversely impact the Company's results.

The Company continues to observe trends demonstrating increased interest and demand for its products and services that enable smart, safe, efficient and sustainable buildings.

This demand is driven in part by government tax incentives, building performance standards and other regulations designed to limit emissions and combat climate change.

In particular, legislative and regulatory initiatives such as the U.S. Climate Smart Buildings Imitative, U.S. Inflection Reduction Act and EU Energy Performance of Buildings Directive include provisions designed to fund and encourage investment in decarbonization and digital technologies for buildings.

This demand is supplemented by an increase in commitments in both the public and private sectors to reduce emissions and/or achieve net zero emissions.

The Company is investing in new digital and product capabilities, including its OpenBlue platform, to enable it to deliver sustainable, high-efficiency products and tailored services to enable customers to achieve their sustainability goals.

The collective impact of these trends has been to positively impact revenue due to increased demand and price increases to offset inflation, while negatively impacting margins due to supply chain disruptions and cost pressures.

The Company has also experienced delays in converting its backlog due to continued supply chain disruptions, negatively impacting both revenues and margins.

Although the Company has experienced recent improvement in its supply chain, the Company expects that these trends will continue to impact its results into fiscal 2023.

During the second quarter of fiscal 2022, the Company suspended its operations in Russia in response to the conflict between Russia and Ukraine.

Although this decision has not had and is not expected to have a material impact on the Company’s

operating results, the broader consequences of this conflict, including heightened supply chain disruption, inflation, economic instability and other factors have and could continue to adversely impact the Company’s results of operations.

The COVID-19 pandemic continues to impact aspects of the Company's operations and results.

During fiscal 2022, the Company's facilities generally operated at normal levels, however, the Company has experienced some disruptions to its business in China due to government-mandated lockdowns in several major cities.

The Company believes it is on track to deliver and exceed the productivity savings by fiscal 2023.

Gross profit as a percentage of sales decreased as the benefit of volume leverage was more than offset by supply chain inefficiencies and price/cost pressures.

| (in millions) | | | 2022 | | | | | | 2021 | | | | | | Change | | |

Restructuring and impairment costs in fiscal 2022 included $419 million impairment costs related to businesses classified as held-for-sale, $75 million impairment of goodwill attributable to the Silent-Aire reporting unit, $45 million impairment of long-lived assets in the Building Solutions Asia Pacific segment reclassified from held for sale and $182 million in severance, long-lived asset impairments and other costs associated with the 2021 Plan.

All of the fiscal 2021 restructuring and impairment costs were related to the 2021 Plan.

| (in millions) | | | 2022 | | | | | | 2021 | | | | | | Change | | |

| (in millions) | | | 2022 | | | | | | 2021 | | | | | | Change | | |

The decrease in equity income was primarily due to lower income at certain partially-owned affiliates of the Johnson Controls - Hitachi joint venture and at certain partially-owned affiliates within the Building Solutions North America segment.

| (in millions) | | | 2022 | | | | | | 2021 | | | | | | Change | | |

The fiscal 2022 effective tax rate decreased as compared to fiscal 2021 primarily due to the income tax effects of mark-to-market adjustments, tax reserve adjustments as the result of expired statute of limitations for certain tax years and the benefits of continuing global tax planning initiatives, partially offset by valuation allowance adjustments, the establishment of a deferred tax liability on the outside basis difference of the Company's investment in certain subsidiaries as a result of the planned divestitures, impairment and restructuring charges and tax rate differentials.

The U.S. enacted the Inflation Reduction Act of 2022 (“IRA”) in August 2022, which, among other sections, creates a new book minimum tax of at least 15% of consolidated GAAP pre-tax income for corporations with average book income in excess of $1 billion.

The book minimum tax will first apply to us in fiscal 2024.

We do not expect the IRA to have a material impact on our effective tax rate.

rate in future periods.

| (in millions) | | | 2022 | | | | | | 2021 | | | | | | Change | | |

| (in millions) | | | 2022 | | | | | | 2021 | | | | | | Change | | |

| (in millions) | | | 2022 | | | | | | 2021 | | | | | | Change | | |

| (in millions) | | | 2022 | | | | | | 2021 | | | | | | Change | | |

Effective October 1, 2021, the Company's marine businesses previously included in the Building Solutions Asia Pacific and Global Products reportable segments are now part of the Building Solutions EMEA/LA reportable segment.

Historical

information has been re-cast to present the comparative periods on a consistent basis.

A detailed discussion of the 2020 to 2019

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.

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.

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.

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

The Company’s 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.

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 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 modified its business practices in response to the COVID-19 outbreak, including restricting non-essential employee travel, implementing remote work protocols, and limiting physical participation in meetings, events and conferences.

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

The Company has adopted and implemented a

multifaceted framework to guide its decision making as it reopens its offices and facilities to 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 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, 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.

The global pandemic has also provided the Company with the opportunity to help its customers prepare to re-open by delivering solutions and support that enhance the safety and increase the efficiency of their operations.

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.

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

Foreign currency translation had a favorable impact on equity income of $12 million.

* Measure not meaningful

The fiscal 2021 effective tax rate increased as compared to fiscal 2020 primarily due to the discrete tax items.

The fiscal year 2021 and 2020 global tax planning initiatives related primarily to changes in entity tax status, global financing structures and alignment of the Company's global business functions in a tax efficient manner.

The increase in income from continuing operations attributable to noncontrolling interests was primarily due to higher net income at certain partially-owned affiliates within the Global Products segment.

| Building Solutions EMEA/LA | | | 3,727 | | | | | | 3,440 | | | | | | 8 | | % | | | | 391 | | | | | | 338 | | | | | | 16 | | % |

| Building Solutions Asia Pacific | | | 2,654 | | | | | | 2,403 | | | | | | 10 | | % | | | | 349 | | | | | | 319 | | | | | | 9 | | % |

| Global Products | | | 8,602 | | | | | | 7,869 | | | | | | 9 | | % | | | | 1,441 | | | | | | 1,134 | | | | | | 27 | | % |

| | | | $ | 23,668 | | | | | $ | 22,317 | | | | | 6 | | % | | | | $ | 3,385 | | | | | $ | 2,948 | | | | | 15 | | % |

The increase in volumes was primarily attributable to a strong recovery in service sales across all domains, partially offset by a modest decline in installation sales driven by a decline in the new construction market.

The increase in volumes was primarily attributable to higher service and, to a lesser extent, installation sales.

The increase in volumes was primarily attributable to higher installation and service sales.

Growth was led by a strong recovery in China.

The increase in volumes was primarily attributable to growth across Commercial and Residential HVAC as well as Fire & Security products.

This growth was partially offset by a decline in Industrial Refrigeration.

- The increase in Building Solutions North America was due to favorable volumes and productivity savings, net of prior year temporary cost mitigation actions ($31 million), prior year integration costs ($11 million) and the favorable impact of foreign currency translation ($5 million).

- The increase in Building Solutions EMEA/LA was due to favorable volumes and productivity savings, net of prior year temporary cost mitigation actions ($41 million), the favorable impact of foreign currency translation ($7 million), higher income due to business acquisitions ($5 million) and prior year integration costs ($2 million), partially offset by lower equity income ($2 million).

- The increase in Building Solutions Asia Pacific was due to the favorable impact of foreign currency translation ($13 million), favorable volumes, net of prior year temporary cost mitigation actions ($12 million) and prior year integration costs ($7 million), partially offset by lower income due to business divestitures ($2 million).

| | | | September 30, 2021 | | | | | | September 30, 2020 | | | | | | | | |

| | | | 900 | | | | | | 1,805 | | | | | | \-50 | | % |

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 buildings and was renamed [removed: to] Johnson Controls, Inc. in 1974.

In 2016, Johnson Controls, Inc. and Tyco [added: International plc ("Tyco")] completed their combination (the "Merger"), combining Johnson [removed: Controls] [added: Controls'] portfolio of building efficiency solutions with Tyco’s portfolio of fire and security solutions.

[removed: investment funds managed by Brookfield Capital Partners LLC,] [added: In 2019, the Company closed the sale of its Power Solutions business,] completing the Company’s transformation into a pure-play building technologies and solutions provider.

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

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 [removed: efficiency] [added: efficiency, enhance security, create healthy environments] and reduce greenhouse gas emissions.

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

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

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

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 [added: sustainable buildings.]

[removed: In fiscal 2020, the Company launched its software platform, OpenBlue, enabling] [added: The Company's OpenBlue platform enables] enterprises to manage all aspects of their physical spaces delivering sustainability, new occupant experiences, 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: 2021,] [added: 2022,] approximately 37% of sales originated from product offerings, [removed: 36%] [added: 39%] of sales originated from installations and [removed: 27%] [added: 24%] of sales originated from service offerings.

The Company conducts its operations through [removed: thousands] [added: a significant number] of individual contracts that are either negotiated or awarded on a competitive basis.

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

To capitalize on these trends, the Company [removed: is building] [added: remains focused] on [removed: 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:* [removed: Decarbonization,] [added: Sustainability,] healthy buildings/indoor environmental quality and smart buildings represent key growth opportunities for the Company.

The Company intends to [removed: invest] [added: expand its capabilities by investing] in products and [removed: expand] [added: technologies, as well as expanding] its [removed: partnerships] [added: 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 [removed: OpenBlue] digital [removed: technologies and] [added: technologies, further] enabled by the Company’s installed base, domain expertise and global coverage.

At September 30, [removed: 2021,] [added: 2022,] the backlog was [removed: $10.5] [added: $11.7] billion, of which [removed: $10.1] [added: $11.1] billion was attributable to the field business.

At September 30, [removed: 2021,] [added: 2022,] remaining performance obligations were [removed: $16.1] [added: $17.5] billion, which is [removed: $5.6] [added: $5.8] billion higher than the Company's backlog of [removed: $10.5] [added: $11.7] billion.

- [removed: The Company has elected to exclude from remaining] [added: Remaining] performance obligations [added: exclude] certain [added: customer] contracts with [removed: customers with] a term of one year or less [removed: or] [added: and] contracts that are cancelable without substantial penalty [removed: while these contracts are included within backlog;] [added: versus backlog which includes short-term] and [added: cancelable contracts; and]

During [removed: portions of] fiscal [removed: 2021,] [added: 2022,] the Company experienced [removed: higher than normal commodity and component prices and, in some instances, shortages] [added: material cost increases] due to global inflation, supply chain disruptions, labor shortages, increased demand and other regulatory and macroeconomic [removed: factors associated with the COVID-19 pandemic.][added: factors.]

The Company believes that the macroeconomic trends experienced in fiscal [removed: 2021] [added: 2022] will continue into fiscal [removed: 2022.][added: 2023.]

In fiscal [removed: 2022,] [added: 2023,] commodity prices and availability could fluctuate throughout the year and could significantly affect the Company’s results of operations.

While the Company believes patents are important to its business operations and in the aggregate constitute a valuable asset, no single [removed: patent, or group of patents, is critical to the success of the business.]

See Note [removed: 23,] [added: 21,] "Commitments and Contingencies," of the notes to consolidated financial statements for further discussion of environmental matters.

The Company’s businesses may also be affected by changes in governmental regulation of refrigerants and energy efficiency standards, noise regulation and product safety regulations, including changes related to hydro fluorocarbons/emissions [removed: reductions] [added: reduction] efforts, energy conservation standards and the regulation of fluorinated gases.

The Company also makes capital expenditures to meet or exceed energy efficiency standards, including the regulation of refrigerants, hydro fluorocarbons/emissions reductions efforts and the regulation of fluorinated gasses, particularly with respect [removed: to the Company’s HVAC products and solutions.]

Regulatory and environmental considerations are a part of all significant capital expenditure decisions; however, expenditures in fiscal [removed: 2021] [added: 2022] related solely to regulatory compliance were not material.

It is management’s [removed: opinion] [added: expectation] that the amount of any future capital expenditures related to compliance with any individual regulation or grouping of related regulations will not have a material adverse effect on the Company’s financial results or competitive position in any one year.

The Chief Executive [removed: Officer,] [added: Officer ("CEO"),] 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.

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

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 [removed: new-style] [added: new style] of platform ladder built to provide a safe working platform for employees.

In fiscal [removed: year 2021,] [added: 2022,] the Company had a TRIR of [removed: 0.37] [added: 0.40] and a LTIR of [removed: 0.12.][added: 0.14.]

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 [removed: organization to propel the Company's transformation and future.]

[added: The Company maintains its BRG chapters worldwide across nine] categories: African American, Asia Pacific, LGBTQ+, Emerging Leaders, Hispanic, Disabilities, Veterans, Women and Sustainability.

In fiscal [removed: year 2021,] [added: 2022,] the Company [removed: realized over 350%] [added: continued to realize meaningful] growth in BRG membership.

In furtherance of this commitment, the Company [removed: launched] [added: continues to enhance] its Future Leaders Internship Program, an enterprise-wide internship program designed to build a sustainable, diverse pipeline of talent with the critical skills needed to support the Company’s growth initiatives.

The Company continues to provide opportunities for the Company's employees to grow their careers, with [removed: over] [added: approximately] half of open management positions filled internally during fiscal year [removed: 2021.][added: 2022.]

In fiscal [removed: year 2021,] [added: 2022,] the Company offered a robust curriculum of over [removed: 150,000] [added: 232,000] learning activities available to employees, consisting of videos, courses, e-learning, documentation, articles and books, including over [removed: 5,000] [added: 4,000] active (in person or virtual) learning courses.

In 2020, the Company launched its OpenBlue software platform, enabling enterprises to manage all aspects of their physical spaces by combining the Company's building products and services with cutting-edge technology and digital capabilities to enable data-driven “smart building” services and solutions.

Trusted building brands, such as YORK®, Hitachi Air Conditioning, *Metasys*®, Ansul, *Ruskin®*, Titus®, Frick®, PENN®, Sabroe®, Silent-Aire®, Simplex® and

The Company also faces competition from a diverse range of established companies, start-ups and other emerging entrants to the buildings industry in the areas of digital services, software as a service and the Internet of Things.

The Company is focused on developing and deploying connected equipment, systems and controls that will support the provision of digital services and solutions.

These trends had an unfavorable impact on the Company’s results of operations in fiscal 2022, as discussed in Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations.

For a more detailed description of the risks related to the availability of raw materials, components and commodities, see Item 1A.

patent, or group of patents, is critical to the success of the business.

A portion of the Company’s products consume energy and use refrigerants.

Increased public awareness and concern regarding global climate change has resulted in more regulations designed to reduce greenhouse gas emissions.

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.

The Company continues to invest in its product portfolio to meet emerging emissions regulations and standards.

Risk Factors.

to the Company’s HVAC products and solutions.

See Note 21, "Commitments and Contingencies," of the notes to consolidated financial statements for further discussion of environmental matters.

In its continuous efforts to ensure the health, safety and well-being of its employees and workplaces, during fiscal 2022, the Company created new Zero Harm Well-Being and Zero Harm Sustainability Behaviors, each of them consisting of ten guiding principles to protect employees and the environment.

In addition, the Company launched a vehicle telematics program to identify unsafe driving practices and further reduce the occurrence of motor vehicle accidents.

organization to propel the Company's transformation and future.

The total

learning hours consumed by employees was 1.02 million hours, averaging almost 11 hours per employee including time invested in formal learning and standard time invested in self-paced reading or video consumption.

| Total | | | 76% | | | 24% | | | 30% | | |

| Managers | | | 80% | | | 20% | | | 21% | | |

The Company invests in enhancements to the capabilities of its product lines and services to support its strategy, meet consumer preferences and achieve regulatory compliance.

This includes investments in the development of the Company’s OpenBlue platform and related service offerings, digital product capabilities, energy efficiency and low GWP refrigerants and technology.

In 2019, the Company sold its Power Solutions business to BCP Acquisitions LLC, an entity controlled by

sustainable buildings.

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.

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.

See "Impact of COVID-19 pandemic" included in Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" for more information on human capital management actions taken by the Company in response to the COVID-19 pandemic.

The Company maintains its BRG chapters worldwide across nine

| Total | | | 77% | | | 23% | | | 26% | | |

| Managers | | | 81% | | | 19% | | | 18% | | |

[removed: Gumm] [added: Gumm] v.

Molinaroli, et [removed: al.][added: al.]

The complaint seeks, among other things, [removed: disgorgement of profits and damages.]

Refer to Note [removed: 23,] [added: 21,] "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."

disgorgement of profits and damages.

Plaintiffs appealed to the United States Court of Appeals for the Seventh Circuit.

Briefing and oral argument has been completed.

The court has yet to issue a ruling.

For the Fiscal Year Ended September 30, [removed: 2021][added: 2022]

As of March 31, [removed: 2021,] [added: 2022,] the aggregate market value of Johnson Controls International plc Common Stock held by non-affiliates of the registrant was approximately [removed: $42.7] [added: $45.5] billion based on the closing sales price as reported on the New York Stock Exchange.

As of October 31, [removed: 2021, 704,332,395] [added: 2022, 686,703,889] 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: 9, 2022] [added: 8, 2023] are incorporated by reference into Part III.

Year Ended September 30, [removed: 2021][added: 2022]

| [CAUTIONARY STATEMENTS FOR FORWARD-LOOKING [removed: INFORMATION](#if0337a8b64c940e39faf8a65d5218741_10)] [added: INFORMATION](#i4446e085ab7a4535b151d85e28a05e72_10)] | | | | | | [removed: [3](#if0337a8b64c940e39faf8a65d5218741_10)] [added: [3](#i4446e085ab7a4535b151d85e28a05e72_10)] | | |

| ITEM 1. | | | [removed: [BUSINESS](#if0337a8b64c940e39faf8a65d5218741_16)] [added: [BUSINESS](#i4446e085ab7a4535b151d85e28a05e72_16)] | | | [removed: [3](#if0337a8b64c940e39faf8a65d5218741_16)] [added: [3](#i4446e085ab7a4535b151d85e28a05e72_16)] | | |

| ITEM 1A. | | | [RISK [removed: FACTORS](#if0337a8b64c940e39faf8a65d5218741_19)] [added: FACTORS](#i4446e085ab7a4535b151d85e28a05e72_19)] | | | [removed: [10](#if0337a8b64c940e39faf8a65d5218741_19)] [added: [11](#i4446e085ab7a4535b151d85e28a05e72_19)] | | |

| ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#if0337a8b64c940e39faf8a65d5218741_22)] [added: COMMENTS](#i4446e085ab7a4535b151d85e28a05e72_22)] | | | [removed: [25](#if0337a8b64c940e39faf8a65d5218741_22)] [added: [24](#i4446e085ab7a4535b151d85e28a05e72_22)] | | |

| ITEM 2. | | | [removed: [PROPERTIES](#if0337a8b64c940e39faf8a65d5218741_25)] [added: [PROPERTIES](#i4446e085ab7a4535b151d85e28a05e72_25)] | | | [removed: [25](#if0337a8b64c940e39faf8a65d5218741_25)] [added: [24](#i4446e085ab7a4535b151d85e28a05e72_25)] | | |

| ITEM 3. | | | [LEGAL [removed: PROCEEDINGS](#if0337a8b64c940e39faf8a65d5218741_28)] [added: PROCEEDINGS](#i4446e085ab7a4535b151d85e28a05e72_28)] | | | [removed: [25](#if0337a8b64c940e39faf8a65d5218741_28)] [added: [24](#i4446e085ab7a4535b151d85e28a05e72_28)] | | |

| ITEM 4. | | | [MINE SAFETY [removed: DISCLOSURES](#if0337a8b64c940e39faf8a65d5218741_31)] [added: DISCLOSURES](#i4446e085ab7a4535b151d85e28a05e72_31)] | | | [removed: [25](#if0337a8b64c940e39faf8a65d5218741_31)] [added: [25](#i4446e085ab7a4535b151d85e28a05e72_31)] | | |

| | | | [EXECUTIVE OFFICERS OF THE [removed: REGISTRANT](#if0337a8b64c940e39faf8a65d5218741_34)] [added: REGISTRANT](#i4446e085ab7a4535b151d85e28a05e72_34)] | | | [removed: [26](#if0337a8b64c940e39faf8a65d5218741_34)] [added: [25](#i4446e085ab7a4535b151d85e28a05e72_34)] | | |

| [PART [removed: II.](#if0337a8b64c940e39faf8a65d5218741_37)] [added: II.](#i4446e085ab7a4535b151d85e28a05e72_37)] | | | | | | | | |

| ITEM 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#if0337a8b64c940e39faf8a65d5218741_40)] [added: SECURITIES](#i4446e085ab7a4535b151d85e28a05e72_40)] | | | [removed: [27](#if0337a8b64c940e39faf8a65d5218741_40)] [added: [27](#i4446e085ab7a4535b151d85e28a05e72_40)] | | |

| ITEM 6. | | | [removed: [\[RESERVED\]](#if0337a8b64c940e39faf8a65d5218741_3127)] [added: [\[RESERVED\]](#i4446e085ab7a4535b151d85e28a05e72_43)] | | | [removed: [29](#if0337a8b64c940e39faf8a65d5218741_3127)] [added: [28](#i4446e085ab7a4535b151d85e28a05e72_43)] | | |

| ITEM 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#if0337a8b64c940e39faf8a65d5218741_46)] [added: OPERATIONS](#i4446e085ab7a4535b151d85e28a05e72_49)] | | | [removed: [29](#if0337a8b64c940e39faf8a65d5218741_46)] [added: [28](#i4446e085ab7a4535b151d85e28a05e72_49)] | | |

| ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#if0337a8b64c940e39faf8a65d5218741_187)] [added: RISK](#i4446e085ab7a4535b151d85e28a05e72_193)] | | | [removed: [47](#if0337a8b64c940e39faf8a65d5218741_187)] [added: [45](#i4446e085ab7a4535b151d85e28a05e72_193)] | | |

| ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#if0337a8b64c940e39faf8a65d5218741_190)] [added: DATA](#i4446e085ab7a4535b151d85e28a05e72_196)] | | | [removed: [48](#if0337a8b64c940e39faf8a65d5218741_190)] [added: [46](#i4446e085ab7a4535b151d85e28a05e72_196)] | | |

| ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#if0337a8b64c940e39faf8a65d5218741_319)] [added: DISCLOSURE](#i4446e085ab7a4535b151d85e28a05e72_316)] | | | [removed: [114](#if0337a8b64c940e39faf8a65d5218741_319)] [added: [109](#i4446e085ab7a4535b151d85e28a05e72_316)] | | |

| ITEM 9A. | | | [CONTROLS AND [removed: PROCEDURES](#if0337a8b64c940e39faf8a65d5218741_322)] [added: PROCEDURES](#i4446e085ab7a4535b151d85e28a05e72_319)] | | | [removed: [114](#if0337a8b64c940e39faf8a65d5218741_322)] [added: [109](#i4446e085ab7a4535b151d85e28a05e72_319)] | | |

| ITEM 9B. | | | [OTHER [removed: INFORMATION](#if0337a8b64c940e39faf8a65d5218741_325)] [added: INFORMATION](#i4446e085ab7a4535b151d85e28a05e72_322)] | | | [removed: [115](#if0337a8b64c940e39faf8a65d5218741_325)] [added: [110](#i4446e085ab7a4535b151d85e28a05e72_322)] | | |

| ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#if0337a8b64c940e39faf8a65d5218741_3099)] [added: INSPECTIONS](#i4446e085ab7a4535b151d85e28a05e72_325)] | | | [removed: [115](#if0337a8b64c940e39faf8a65d5218741_3099)] [added: [110](#i4446e085ab7a4535b151d85e28a05e72_325)] | | |

| [PART [removed: III.](#if0337a8b64c940e39faf8a65d5218741_328)] [added: III.](#i4446e085ab7a4535b151d85e28a05e72_328)] | | | | | | | | |

| ITEM 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#if0337a8b64c940e39faf8a65d5218741_331)] [added: GOVERNANCE](#i4446e085ab7a4535b151d85e28a05e72_331)] | | | [removed: [115](#if0337a8b64c940e39faf8a65d5218741_331)] [added: [110](#i4446e085ab7a4535b151d85e28a05e72_331)] | | |

| ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#if0337a8b64c940e39faf8a65d5218741_334)] [added: COMPENSATION](#i4446e085ab7a4535b151d85e28a05e72_334)] | | | [removed: [115](#if0337a8b64c940e39faf8a65d5218741_334)] [added: [110](#i4446e085ab7a4535b151d85e28a05e72_334)] | | |

| ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#if0337a8b64c940e39faf8a65d5218741_337)] [added: MATTERS](#i4446e085ab7a4535b151d85e28a05e72_337)] | | | [removed: [116](#if0337a8b64c940e39faf8a65d5218741_337)] [added: [111](#i4446e085ab7a4535b151d85e28a05e72_337)] | | |

| ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#if0337a8b64c940e39faf8a65d5218741_340)] [added: INDEPENDENCE](#i4446e085ab7a4535b151d85e28a05e72_340)] | | | [removed: [116](#if0337a8b64c940e39faf8a65d5218741_340)] [added: [111](#i4446e085ab7a4535b151d85e28a05e72_340)] | | |

| ITEM 14. | | | [PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES](#if0337a8b64c940e39faf8a65d5218741_343)] [added: SERVICES](#i4446e085ab7a4535b151d85e28a05e72_343)] | | | [removed: [116](#if0337a8b64c940e39faf8a65d5218741_343)] [added: [111](#i4446e085ab7a4535b151d85e28a05e72_343)] | | |

| [PART [removed: IV.](#if0337a8b64c940e39faf8a65d5218741_346)] [added: IV.](#i4446e085ab7a4535b151d85e28a05e72_346)] | | | | | | | | |

| ITEM 15. | | | [EXHIBITS, FINANCIAL STATEMENT [removed: SCHEDULES](#if0337a8b64c940e39faf8a65d5218741_349)] [added: SCHEDULES](#i4446e085ab7a4535b151d85e28a05e72_349)] | | | [removed: [117](#if0337a8b64c940e39faf8a65d5218741_349)] [added: [112](#i4446e085ab7a4535b151d85e28a05e72_349)] | | |

| ITEM 16. | | | [FORM 10-K [removed: SUMMARY](#if0337a8b64c940e39faf8a65d5218741_352)] [added: SUMMARY](#i4446e085ab7a4535b151d85e28a05e72_352)] | | | [removed: [117](#if0337a8b64c940e39faf8a65d5218741_352)] [added: [112](#i4446e085ab7a4535b151d85e28a05e72_352)] | | |

| | | | [INDEX TO [removed: EXHIBITS](#if0337a8b64c940e39faf8a65d5218741_355)] [added: EXHIBITS](#i4446e085ab7a4535b151d85e28a05e72_355)] | | | [removed: [118](#if0337a8b64c940e39faf8a65d5218741_355)] [added: [113](#i4446e085ab7a4535b151d85e28a05e72_355)] | | |

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

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

| 3.000% Senior Notes due 2028 | | | JCI28 | | | New York Stock Exchange | | |

| 4.900% Senior Notes due 2032 | | | JCI32A | | | New York Stock Exchange | | |

| [PART I.](#i4446e085ab7a4535b151d85e28a05e72_13) | | | | | | | | |

| | | | [SIGNATURES](#i4446e085ab7a4535b151d85e28a05e72_358) | | | [118](#i4446e085ab7a4535b151d85e28a05e72_358) | | |

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

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

At September 30, [removed: 2021,] [added: 2022,] these properties totaled approximately 40 million square feet of floor space of which [removed: 14] [added: 12] million square feet are owned and [removed: 26] [added: 28] 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 15, [removed: 2021] [added: 2022] 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: 9, 2022.][added: 8, 2023.]

*Tomas Brannemo*, [removed: 50,] [added: 51,] has served as Vice President and President, Building Solutions, Europe, Middle East, Africa and Latin America since September 2019.

*John [removed: Donofrio*, 59,] [added: Donofrio,* 60,] has served as Executive Vice President and General Counsel of the Company since November [removed: 15,] 2017.

Ellis*, [removed: 65,] [added: 66,] has served as Executive Vice President and Chief Customer & Digital Officer since October 2019.

Mr. Ellis also [removed: serves] [added: served] as a director on the board of CBRE Acquisition Holdings Inc. [added: from 2021 to 2022.]

[removed: *Visal Leng*, 51,] [added: *Anu Rathninde*, 52,] has served as Vice President and President, Building Solutions, Asia Pacific since [removed: September 2018.][added: May 2022.]

*Olivier Leonetti,* [removed: 56,] [added: 57,] has served as Chief Financial Officer since November 2020.

*Nathan Manning*, [removed: 45,] [added: 46,] has served as Vice President and President, Building Solutions, North America since October 2020.

[added: 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.

Oliver,* [removed: 62,] [added: 63,] has served as Chief Executive Officer and Chairman of the Board since September 2017.

*Ganesh Ramaswamy,* [removed: 53*,*] [added: 54*,*] has served as Vice President and President, Global Services for Johnson Controls since December 2019.

*Marlon Sullivan,* [removed: 47,] [added: 48,] became Executive Vice President and Chief Human Resources Officer in September 2021.

*Rodney Clark*, 53, has served as the Company’s Chief Commercial Officer since June 2022.

Prior to joining Johnson Controls, Mr. Clark served in various management roles at Microsoft Corporation, a global technology company, including as Corporate Vice President, Global Channel Sales and Channel Chief, from March 2021 to May 2022, Corporate Vice President, IoT and Mixed Reality Sales, from August 2020 to March 2021, Vice President, IoT and Mixed Reality Sales, from 2017 to August 2020, General Manager, IoT from 2013 to 2017 and other positions of increasing responsibility from 1998 through 2013.

Mr. Clark also serves as a director on the board of Entegris, Inc., a supplier of advanced materials and process solutions for the semiconductor and other high-technology industries.

*Daniel C.

“Skip” McConeghy,* 56, has served as Vice President, Chief Accounting and Tax Officer since June 2022.

Mr. McConeghy previously served as Vice President, Global Tax since October 2020 and as interim Controller since February 2022.

He also served as Vice President, Corporate Tax Planning, from July 2012 through October 2020.

Prior to joining Johnson Controls, Mr. McConeghy was a Tax Partner at PricewaterhouseCoopers, from July 1999 through June 2012.

Prior to joining Johnson Controls, Mr. Rathninde served as President, Electrical Distribution Systems and Advanced Safety & User Experience, Asia Pacific at Aptiv plc, and mobility architecture company primarily serving the automotive sector, from November 2021 until May 2022 and as President, Electrical Distribution Systems from May 2016 until November 2021.

Prior to joining Aptiv, Mr. Rathninde served as Vice President of the Automotive Products Group at Johnson Electric, manufacturer of electric motors, actuators, motion subsystems and related electro-mechanical components.

Earlier in his career, Mr. Rathninde held progressive leadership positions at Aptiv in general management, engineering, business development, strategy and business planning.

*Lei Zhang Schlitz*, 56, was appointed Vice President and President, Global Products, in November 2022.

Prior to joining Johnson Controls, Ms. Schlitz served as Executive Vice President, Automotive OEM of Illinois Tool Works Inc. (“ITW”), a global manufacturer of a diversified range of industrial products and equipment, from 2019 until October 2022.

Prior to serving as Vice President, Automotive OEM, Ms. Schlitz served in various leadership roles at ITW, including Executive Vice President, ITW Food Equipment Segment, from September 2015 until January 2020, Group President, Global Ware-Wash and Refrigeration Businesses and Food Equipment Asia Pacific, from January 2014 until August 2015, Group President, Worldwide Refrigeration & Weigh Wrap Business, from May 2011 until December 2013 and as Vice President, ITW Technology Center from October 2008 until April 2011.

Prior to joining ITW, Ms. Schlitz served in roles of increasing responsibility at Siemens Energy & Automation from September 2001 until September 2008 and General Electric from 1998 until September 2001.

Ms. Schlitz serves on the Board of Directors for Archer Daniels Midland Company, a leader in human and animal nutrition and agricultural origination and processing.

He previously served as President Asia Pacific of Baker Hughes, the world’s first and only full stream provider of integrated oilfield products, services and digital solutions, from July 2017 to September 2018.

Prior to the merger of Baker Hughes with General Electric in 2017, he held a number of roles with increasing responsibility in General Electric from his hire in November 1996, including President of its Asia Pacific oil and gas operations from January 2014 to July 2017; and Asia Pacific Regional General Manager from October 2011 to December 2013.

Prior to joining Eaton, Mr.

*Robert VanHimbergen,* 45, has served as Vice President and Corporate Controller since December 2017.

Mr. VanHimbergen joined Johnson Controls in 2007 as the Corporate Director of Global Accounting and has held various Corporate and Power Solutions positions of increasing responsibility.

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

Mr. VanHimbergen began his career at PricewaterhouseCoopers in 1998.

*Jeff M.

Williams,* 60, has served as Vice President and President, Global Products, Building Technologies and Solutions since July 2019.

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

Prior thereto, he served as Vice President - Enterprise Operations - Engineering and Supply Chain from January 2015 through the Merger to March 2017.

With respect to roles at Johnson Controls, Inc., he served as Vice President, Program Management Office from 2015 to 2016, as Group Vice President and General Manager Global Seating & Supply Chain from 2013 to 2014, and as Group Vice President and General Manager Customer Group Americas from 2010 to 2012.

Mr. Williams joined Johnson Controls, Inc. in 1984.

| Title of Class | | | as of October 31, [removed: 2021] [added: 2022] | | |

| Ordinary Shares, $0.01 par value | | | [removed: 31,522] [added: 29,935] | | |

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 [added: approved in 2019.]

During fiscal [removed: year 2021,] [added: 2022,] the Company repurchased approximately [removed: $1.3] [added: $1.4] billion of its ordinary shares on an open market.

As of September 30, [removed: 2021,] [added: 2022,] approximately [removed: $5.1] [added: $3.6] billion remains available under the share repurchase 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: 2021.][added: 2022.]

During the three months ended September 30, [removed: 2021,] [added: 2022,] 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: 2016] [added: 2017] and the reinvestment of all dividends since that date.

[removed: ][added: ]

| 7/1/22 - 7/31/22 | | | | | | | | | | | | | | | | | | | | | | | |

| Purchases by Company | | | 278,285 | | | | | | $ | 48.31 | | | | | 278,285 | | | | | | $ | 3,614,400,337 | |

| 8/1/22 - 8/31/22 | | | | | | | | | | | | | | | | | | | | | | | |

| Purchases by Company | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| 9/1/22 - 9/30/22 | | | | | | | | | | | | | | | | | | | | | | | |

| Purchases by Company | | | — | | | | | | — | | | | | | — | | | | | | — | | |

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 | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#if0337a8b64c940e39faf8a65d5218741_193)] [added: Firm](#i4446e085ab7a4535b151d85e28a05e72_199) (PCAOB ID 238)] | | | [removed: [49](#if0337a8b64c940e39faf8a65d5218741_193)] [added: [47](#i4446e085ab7a4535b151d85e28a05e72_199)] | | |

| [Consolidated Statements of Income for the years ended September 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#if0337a8b64c940e39faf8a65d5218741_196)] [added: 2020](#i4446e085ab7a4535b151d85e28a05e72_202)] | | | [removed: [52](#if0337a8b64c940e39faf8a65d5218741_196)] [added: [50](#i4446e085ab7a4535b151d85e28a05e72_202)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)] for the years ended September 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#if0337a8b64c940e39faf8a65d5218741_202)] [added: 2020](#i4446e085ab7a4535b151d85e28a05e72_205)] | | | [removed: [53](#if0337a8b64c940e39faf8a65d5218741_202)] [added: [51](#i4446e085ab7a4535b151d85e28a05e72_205)] | | |

| [Consolidated Statements of Financial Position as of September 30, [removed: 2021] [added: 2022] and [removed: 2020](#if0337a8b64c940e39faf8a65d5218741_205)] [added: 2021](#i4446e085ab7a4535b151d85e28a05e72_208)] | | | [removed: [54](#if0337a8b64c940e39faf8a65d5218741_205)] [added: [52](#i4446e085ab7a4535b151d85e28a05e72_208)] | | |

| [Consolidated Statements of Cash Flows for the years ended September 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#if0337a8b64c940e39faf8a65d5218741_211)] [added: 2020](#i4446e085ab7a4535b151d85e28a05e72_211)] | | | [removed: [55](#if0337a8b64c940e39faf8a65d5218741_211)] [added: [53](#i4446e085ab7a4535b151d85e28a05e72_211)] | | |

| [Consolidated Statements of Shareholders' Equity [removed: Attributable to Johnson Controls Ordinary Shareholders] for the years ended September 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#if0337a8b64c940e39faf8a65d5218741_214)] [added: 2020](#i4446e085ab7a4535b151d85e28a05e72_2993)] | | | [removed: [56](#if0337a8b64c940e39faf8a65d5218741_214)] [added: [54](#i4446e085ab7a4535b151d85e28a05e72_2993)] | | |

| [Notes to Consolidated Financial [removed: Statements](#if0337a8b64c940e39faf8a65d5218741_220)] [added: Statements](#i4446e085ab7a4535b151d85e28a05e72_217)] | | | [removed: [57](#if0337a8b64c940e39faf8a65d5218741_220)] [added: [55](#i4446e085ab7a4535b151d85e28a05e72_217)] | | |

| [Schedule II - Valuation and Qualifying Accounts for the years ended September 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#if0337a8b64c940e39faf8a65d5218741_316)] [added: 2020](#i4446e085ab7a4535b151d85e28a05e72_313)] | | | [removed: [114](#if0337a8b64c940e39faf8a65d5218741_316)] [added: [109](#i4446e085ab7a4535b151d85e28a05e72_313)] | | |

[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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of income, of comprehensive [removed: income (loss),] [added: income,] of [removed: shareholders’ equity attributable to Johnson Controls ordinary shareholders,] [added: shareholders' equity,] and of cash flows for each of the three years in the period ended September 30, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended September 30, [removed: 2021] [added: 2022] 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: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

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

[removed: Our audit of internal] control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based [added: on the assessed risk.]

As described in Note [removed: 19] [added: 18] to the consolidated financial statements, the Company has recorded liabilities for uncertain tax positions totaling [removed: $2,726] [added: $2,537] million, primarily as a non-current liability, as of September 30, [removed: 2021.][added: 2022.]

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

As disclosed by management, a liability for the best estimate of the probable loss on certain of the [added: Company's] tax positions has been recorded by management.

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; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate the identification and accurate measurement of uncertain tax positions, (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 (iv) the audit effort involved the use of professionals with specialized skill and knowledge.

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 [added: probable loss; (ii) testing the completeness of management’s assessment of the identification of uncertain tax positions; and (iii) evaluating the status and results of income tax audits with the relevant tax authorities, as applicable.]

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

| (in millions, except per share data) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Products and systems | | | $ | [removed: 17,202] [added: 19,274] | | | | | $ | [removed: 16,253] [added: 17,202] | | | | | $ | [removed: 17,711] [added: 16,253] | |

| Services | | | [removed: 6,466] [added: 6,025] | | | | | | [removed: 6,064] [added: 6,466] | | | | | | [removed: 6,257] [added: 6,064] | | |

| | | | [removed: 23,668] [added: 25,299] | | | | | | [removed: 22,317] [added: 23,668] | | | | | | [removed: 23,968] [added: 22,317] | | |

| Products and systems | | | [removed: 11,848] [added: 13,533] | | | | | | [removed: 11,401] [added: 11,848] | | | | | | [removed: 12,577] [added: 11,401] | | |

| Services | | | [removed: 3,761] [added: 3,423] | | | | | | [removed: 3,505] [added: 3,761] | | | | | | [removed: 3,698] [added: 3,505] | | |

| | | | [removed: 15,609] [added: 16,956] | | | | | | [removed: 14,906] [added: 15,609] | | | | | | [removed: 16,275] [added: 14,906] | | |

| Gross profit | | | [removed: 8,059] [added: 8,343] | | | | | | [removed: 7,411] [added: 8,059] | | | | | | [removed: 7,693] [added: 7,411] | | |

| Selling, general and administrative expenses | | | [removed: (5,258)] [added: (5,945)] | | | | | | [removed: (5,665)] [added: (5,258)] | | | | | | [removed: (6,244)] [added: (5,665)] | | |

| Restructuring and impairment costs | | | [removed: (242)] [added: (721)] | | | | | | [removed: (783)] [added: (242)] | | | | | | [removed: (235)] [added: (783)] | | |

| Net financing charges | | | [removed: (206)] [added: (213)] | | | | | | [removed: (231)] [added: (206)] | | | | | | [removed: (350)] [added: (231)] | | |

| Equity income | | | [removed: 261] [added: 246] | | | | | | [removed: 171] [added: 261] | | | | | | [removed: 192] [added: 171] | | |

| Income from continuing operations before income taxes | | | [removed: 2,614] [added: 1,710] | | | | | | [removed: 903] [added: 2,614] | | | | | | [removed: 1,056] [added: 903] | | |

| Income tax provision (benefit) | | | [removed: 868] [added: (13)] | | | | | | [removed: 108] [added: 868] | | | | | | [removed: (233)] [added: 108] | | |

| Income from continuing operations | | | [removed: 1,746] [added: 1,723] | | | | | | [removed: 795] [added: 1,746] | | | | | | [removed: 1,289] [added: 795] | | |

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

| Net income | | | [removed: 1,870] [added: 1,723] | | | | | | [removed: 795] [added: 1,870] | | | | | | [removed: 5,887] [added: 795] | | |

| Income from continuing operations attributable to noncontrolling interests | | | [removed: 233] [added: 191] | | | | | | [removed: 164] [added: 233] | | | | | | [removed: 189] [added: 164] | | |

| Income from [removed: discontinued] [added: continuing] operations attributable to noncontrolling interests | | | [removed: —] [added: 191] | | | | | | [removed: —] [added: 233] | | | | | | [removed: 24] [added: 164] | | |

| [1. Summary of Significant Accounting Policies](#i4446e085ab7a4535b151d85e28a05e72_220) | | | [55](#i4446e085ab7a4535b151d85e28a05e72_220) | | |

| [3. Assets and Liabilities Held for Sale & Discontinued Operations](#i4446e085ab7a4535b151d85e28a05e72_226) | | | [65](#i4446e085ab7a4535b151d85e28a05e72_226) | | |

| [4. Revenue Recognition](#i4446e085ab7a4535b151d85e28a05e72_229) | | | [67](#i4446e085ab7a4535b151d85e28a05e72_229) | | |

| [5. Accounts Receivable](#i4446e085ab7a4535b151d85e28a05e72_232) | | | [68](#i4446e085ab7a4535b151d85e28a05e72_232) | | |

| [6. Inventories](#i4446e085ab7a4535b151d85e28a05e72_235) | | | [69](#i4446e085ab7a4535b151d85e28a05e72_235) | | |

| [7. Property, Plant and Equipment](#i4446e085ab7a4535b151d85e28a05e72_238) | | | [69](#i4446e085ab7a4535b151d85e28a05e72_238) | | |

| [8. Goodwill and Other Intangible Assets](#i4446e085ab7a4535b151d85e28a05e72_241) | | | [70](#i4446e085ab7a4535b151d85e28a05e72_241) | | |

| [9. Leases](#i4446e085ab7a4535b151d85e28a05e72_244) | | | [72](#i4446e085ab7a4535b151d85e28a05e72_244) | | |

| [10. Debt and Financing Arrangements](#i4446e085ab7a4535b151d85e28a05e72_247) | | | [73](#i4446e085ab7a4535b151d85e28a05e72_247) | | |

| [11. Derivative Instruments and Hedging Activities](#i4446e085ab7a4535b151d85e28a05e72_253) | | | [75](#i4446e085ab7a4535b151d85e28a05e72_253) | | |

| [12. Fair Value Measurements](#i4446e085ab7a4535b151d85e28a05e72_259) | | | [79](#i4446e085ab7a4535b151d85e28a05e72_259) | | |

| [1](#i4446e085ab7a4535b151d85e28a05e72_262)[3](#i4446e085ab7a4535b151d85e28a05e72_262)[. Stock-Based Compensation](#i4446e085ab7a4535b151d85e28a05e72_262) | | | [81](#i4446e085ab7a4535b151d85e28a05e72_262) | | |

| [14. Earnings Per Share](#i4446e085ab7a4535b151d85e28a05e72_268) | | | [83](#i4446e085ab7a4535b151d85e28a05e72_268) | | |

| [15. Equity](#i4446e085ab7a4535b151d85e28a05e72_274) | | | [83](#i4446e085ab7a4535b151d85e28a05e72_274) | | |

| [16. Retirement Plans](#i4446e085ab7a4535b151d85e28a05e72_280) | | | [84](#i4446e085ab7a4535b151d85e28a05e72_280) | | |

| [17. Significant Restructuring and Impairment Costs](#i4446e085ab7a4535b151d85e28a05e72_283) | | | [92](#i4446e085ab7a4535b151d85e28a05e72_283) | | |

| [18. Income Taxes](#i4446e085ab7a4535b151d85e28a05e72_289) | | | [93](#i4446e085ab7a4535b151d85e28a05e72_289) | | |

| [19. Segment Information](#i4446e085ab7a4535b151d85e28a05e72_295) | | | [97](#i4446e085ab7a4535b151d85e28a05e72_295) | | |

| [20. Guarantees](#i4446e085ab7a4535b151d85e28a05e72_304) | | | [100](#i4446e085ab7a4535b151d85e28a05e72_304) | | |

| [21. Commitments and Contingencies](#i4446e085ab7a4535b151d85e28a05e72_307) | | | [101](#i4446e085ab7a4535b151d85e28a05e72_307) | | |

| [22. Subsequent Events](#i4446e085ab7a4535b151d85e28a05e72_3004) | | | [108](#i4446e085ab7a4535b151d85e28a05e72_3004) | | |

Our audit of internal

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

Professionals with specialized skill and knowledge were used to assist in the evaluation of the completeness and measurement of the Company’s

| Other comprehensive income (loss), net of tax: | | | | | | | | | | | | | | | | | |

| Current assets held for sale | | | 387 | | | | | | — | | |

| Current liabilities held for sale | | | 236 | | | | | | — | | |

| Noncurrent liabilities held for sale | | | 62 | | | | | | — | | |

| Noncurrent liabilities | | | 13,517 | | | | | | 14,039 | | |

| Total equity | | | 17,402 | | | | | | 18,753 | | |

| (in millions) | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

Consolidated Statements of Shareholders' Equity

| (in millions) | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| Beginning Balance | | | $ | 17,562 | | | | | $ | 17,447 | | | | | $ | 19,766 | |

| Ordinary Shares | | | | | | | | | | | | | | | | | |

| Ending balance | | | 7 | | | | | | 7 | | | | | | 8 | | |

| Ordinary Shares Held in Treasury, at Cost | | | | | | | | | | | | | | | | | |

| Beginning balance | | | (1,152) | | | | | | (1,119) | | | | | | (1,086) | | |

| Employee equity-based compensation withholding taxes | | | (51) | | | | | | (33) | | | | | | (33) | | |

| Ending balance | | | (1,203) | | | | | | (1,152) | | | | | | (1,119) | | |

| | | | | | |

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

on the assessed risk.

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.

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

probable loss; (ii) testing the completeness of management’s assessment of the identification of uncertain tax positions; and (iii) evaluating the status and results of income tax audits with the relevant tax authorities, as applicable.

| November 15, 2021 | | |

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

| Long-term liabilities | | | 14,039 | | | | | | 14,034 | | |

| Changes in long-term investments | | | 8 | | | | | | — | | | | | | 25 | | |

| Cash received related to prior acquisitions and divestitures, net | | | 1 | | | | | | 2 | | | | | | 4 | | |

| Cash provided by investing activities | | | — | | | | | | — | | | | | | 12,611 | | |

| Change in cash, cash equivalents and restricted cash held for sale | | | — | | | | | | — | | | | | | 15 | | |

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

| (in millions, except per share data) | | | Total | | | | | | Ordinary Shares | | | | | | Capital in Excess of Par Value | | | | | | Retained Earnings | | | | | | Treasury Stock, at Cost | | | | | | Accumulated Other Comprehensive Income (Loss) | | |

| At September 30, 2018 | | | $ | 21,164 | | | | | $ | 10 | | | | | $ | 16,549 | | | | | $ | 6,604 | | | | | $ | (1,053) | | | | | $ | (946) | |

| Comprehensive income (loss) | | | 5,350 | | | | | | — | | | | | | — | | | | | | 5,674 | | | | | | — | | | | | | (324) | | |

| Divestiture of Power Solutions | | | 483 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 483 | | |

| Adoption of ASU 2016-16 | | | (546) | | | | | | — | | | | | | — | | | | | | (546) | | | | | | — | | | | | | — | | |

| At September 30, 2019 | | | 19,766 | | | | | | 8 | | | | | | 16,812 | | | | | | 4,827 | | | | | | (1,086) | | | | | | (795) | | |

| Comprehensive income | | | 650 | | | | | | — | | | | | | — | | | | | | 631 | | | | | | — | | | | | | 19 | | |

| Cash dividends Ordinary ($1.04 per share) | | | (780) | | | | | | — | | | | | | — | | | | | | (780) | | | | | | — | | | | | | — | | |

| Adoption of ASC 842 | | | (5) | | | | | | — | | | | | | — | | | | | | (5) | | | | | | — | | | | | | — | | |

| Other, including options exercised | | | 103 | | | | | | — | | | | | | 136 | | | | | | — | | | | | | (33) | | | | | | — | | |

| At September 30, 2020 | | | 17,447 | | | | | | 8 | | | | | | 16,865 | | | | | | 2,469 | | | | | | (1,119) | | | | | | (776) | | |

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

| Cash dividends Ordinary ($1.07 per share) | | | (771) | | | | | | — | | | | | | — | | | | | | (771) | | | | | | — | | | | | | — | | |

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

| Adoption of ASU 2016-13 | | | (4) | | | | | | — | | | | | | — | | | | | | (4) | | | | | | — | | | | | | — | | |

| Other, including options exercised | | | 226 | | | | | | — | | | | | | 259 | | | | | | — | | | | | | (33) | | | | | | — | | |

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

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.

In 2019, the Company sold its Power Solutions business to BCP Acquisitions LLC ("Purchaser"), an entity controlled by investment funds managed by Brookfield Capital Partners LLC, completing the Company’s transformation into a pure-play building technologies and solutions provider.

The transaction closed on April 30, 2019 with net cash proceeds of $11.6 billion after tax and transaction-related expenses.

See Note 11, "Derivative Instruments and Hedging Activities," and Note 12, "Fair Value Measurements," of the notes to consolidated financial statements for fair value of financial instruments, including derivative instruments, hedging activities and long-term debt.

The Company classifies assets and liabilities (disposal groups) to be sold as held for sale in the period in which all of the following criteria are met: management, having the authority to approve the action, commits to a plan to sell the disposal group; the disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such disposal groups; an active program to locate a buyer and other actions required to complete the plan to sell the disposal group have been initiated; the sale of the disposal group is probable, and transfer of the disposal group is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond the Company's control extend the period of time required to sell the disposal group beyond one year; the disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

These amounts related to cash restricted for payment of asbestos liabilities.

Receivables consist of amounts billed and currently due from customers and unbilled costs and accrued profits related to revenues on long-term contracts that have been recognized for accounting purposes but not yet billed to customers.

Based on this evaluation, the Company’s management has concluded that, as of September 30, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] 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: 2021,] [added: 2022,] 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.

In response to Part III, Items 10, 11, 12, 13 and 14, parts of the Company’s definitive proxy statement (to be filed pursuant to Regulation 14A within 120 days after Registrant’s fiscal year-end of September 30, [removed: 2021)] [added: 2022)] for its annual meeting to be held on March [removed: 9, 2022,] [added: 8, 2023,] 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: 9, 2022] [added: 8, 2023] (the “Johnson Controls Proxy Statement”) and is incorporated by reference herein.

[removed: Code] [added: Code] of [removed: Ethics][added: Ethics]

[added: 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

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

The following table provides information about the Company's equity compensation plans as of September 30, [removed: 2021:][added: 2022:]

| Equity compensation plans approved by shareholders | | | | | | 5,683,847 | | | | | | $ | 42.46 | | | | | 53,652,821 | | |

| Total | | | | | | 5,683,847 | | | | | | $ | 42.46 | | | | | 53,652,821 | | |

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

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

| [Report of Independent Registered Public Accounting [removed: Firm](#if0337a8b64c940e39faf8a65d5218741_193)] [added: Firm](#i4446e085ab7a4535b151d85e28a05e72_199)] | | | | | | [removed: [49](#if0337a8b64c940e39faf8a65d5218741_193)] [added: [47](#i4446e085ab7a4535b151d85e28a05e72_199)] | | |

| [Consolidated Statements of Income for the years ended September 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#if0337a8b64c940e39faf8a65d5218741_196)] [added: 2020](#i4446e085ab7a4535b151d85e28a05e72_202)] | | | | | | [removed: [52](#if0337a8b64c940e39faf8a65d5218741_196)] [added: [50](#i4446e085ab7a4535b151d85e28a05e72_202)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)] for the years ended September 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#if0337a8b64c940e39faf8a65d5218741_202)] [added: 2020](#i4446e085ab7a4535b151d85e28a05e72_205)] | | | | | | [removed: [53](#if0337a8b64c940e39faf8a65d5218741_202)] [added: [51](#i4446e085ab7a4535b151d85e28a05e72_205)] | | |

| [Consolidated Statements of Financial Position at September 30, [removed: 2021] [added: 2022] and [removed: 2020](#if0337a8b64c940e39faf8a65d5218741_205)] [added: 2021](#i4446e085ab7a4535b151d85e28a05e72_208)] | | | | | | [removed: [54](#if0337a8b64c940e39faf8a65d5218741_205)] [added: [52](#i4446e085ab7a4535b151d85e28a05e72_208)] | | |

| [Consolidated Statements of Cash Flows for the years ended September 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#if0337a8b64c940e39faf8a65d5218741_211)] [added: 2020](#i4446e085ab7a4535b151d85e28a05e72_211)] | | | | | | [removed: [55](#if0337a8b64c940e39faf8a65d5218741_211)] [added: [53](#i4446e085ab7a4535b151d85e28a05e72_211)] | | |

| [Consolidated Statements of Shareholders’ Equity for the years ended September 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#if0337a8b64c940e39faf8a65d5218741_214)] [added: 2020](#i4446e085ab7a4535b151d85e28a05e72_2993)] | | | | | | [removed: [56](#if0337a8b64c940e39faf8a65d5218741_214)] [added: [54](#i4446e085ab7a4535b151d85e28a05e72_2993)] | | |

| [Notes to Consolidated Financial [removed: Statements](#if0337a8b64c940e39faf8a65d5218741_220)] [added: Statements](#i4446e085ab7a4535b151d85e28a05e72_217)] | | | | | | [removed: [57](#if0337a8b64c940e39faf8a65d5218741_220)] [added: [55](#i4446e085ab7a4535b151d85e28a05e72_217)] | | |

| For the years ended September 30, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019:] [added: 2020:] | | | | | | | | |

| [Schedule II - Valuation and Qualifying [removed: Accounts](#if0337a8b64c940e39faf8a65d5218741_316)] [added: Accounts](#i4446e085ab7a4535b151d85e28a05e72_313)] | | | | | | [removed: [114](#if0337a8b64c940e39faf8a65d5218741_316)] [added: [109](#i4446e085ab7a4535b151d85e28a05e72_313)] | | |

| Reference is made to the separate exhibit index contained on page [removed: [118](#if0337a8b64c940e39faf8a65d5218741_355)] [added: [113](#i4446e085ab7a4535b151d85e28a05e72_355)] filed herewith. | | | | | | | | |

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

[added: |] Index to Exhibits [added: | | | | | | | | |]

| 3.1 | | | | | | [Memorandum and Articles of Association of Johnson Controls International plc, as amended by special resolutions dated September 8, 2014, August 17, 2016 and March 7, 2018 (incorporated by reference to Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q filed on May 3, [removed: 2018)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143068/a16-17941_1ex3d1.htm)] [added: 2018)](https://www.sec.gov/Archives/edgar/data/833444/000083344418000021/q2ex31fy1810-q.htm)] | | |

| [removed: 4.1] [added: 10.20] | | | | | | [removed: [Assumption and Accession Agreement, dated as of November 17, 2014, by] [added: [Letter Agreement between] Johnson Controls International plc [removed: (formerly Tyco International plc) (incorporated] [added: and George R. Oliver dated December 8, 2017 (Incorporated] by reference to Exhibit [removed: 4.1] [added: 10.1] to the registrant’s [removed: current report] [added: Current Report] on Form 8-K filed on [removed: November 17, 2014)](http://www.sec.gov/Archives/edgar/data/833444/000119312514414675/d823374dex41.htm)] [added: December 11, 2017)](http://www.sec.gov/Archives/edgar/data/833444/000083344417000064/exh101letteragreementbetwe.htm)] | | |

| [removed: 4.2] [added: 4.1] | | | | | | [Indenture, dated December 28, 2016, between Johnson Controls International plc and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 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_1ex4d1.htm) | | |

| [removed: 4.3] [added: 4.2] | | | | | | [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 [removed: outstanding as of November 2, 2017),] [added: outstanding),] 3.750% Notes due 2018 (retired; no longer outstanding), 5.000% Senior Notes due 2020 (retired; no longer outstanding), 4.25% Senior Notes due 2021 (retired; no longer outstanding), 3.750% Senior Notes due 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) | | |

| [removed: 4.4] [added: 4.3] | | | | | | [Second Supplemental Indenture, dated February 7, 2017, between Johnson Controls International plc and U.S. Bank National Association, as trustee, attaching form of 4.500% Senior Notes due 2047 (incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on February 7, 2017)](http://www.sec.gov/Archives/edgar/data/833444/000110465917006814/a17-3457_11ex4d2.htm) | | |

| [removed: 4.5] [added: 4.4] | | | | | | [Third Supplemental Indenture, dated March 15, 2017, among Johnson Controls International plc, U.S. Bank National Association, as trustee and Elavon Financial Services DAC, UK Branch, as paying agent, attaching form of 1.000% Senior Notes due 2023 (incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on March 15, 2017)](http://www.sec.gov/Archives/edgar/data/833444/000110465917016442/a17-8235_1ex4d2.htm) | | |

| [removed: 4.6] [added: 4.5] | | | | | | [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, 2020)](https://www.sec.gov/Archives/edgar/data/833444/000119312520244119/d23518dex42.htm) | | |

| [removed: 4.7] [added: 4.6] | | | | | | [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, 2020)](https://www.sec.gov/Archives/edgar/data/833444/000119312520246240/d31385dex42.htm) | | |

| [removed: 4.8] [added: 4.7] | | | | | | [Seventh Supplemental Indenture, dated September 16, 2021, among Johnson Controls International plc, Tyco Fire & Security Finance S.C.A. and U.S. Bank National Association, as trustee, attaching form of the 2.000% Sustainability-Linked Senior Notes due 2031 (incorporated by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K filed on September 16, 2021)](http://www.sec.gov/Archives/edgar/data/833444/000119312521275152/d195759dex42.htm) | | |

| [removed: 4.9] [added: 4.10] | | | | | | [Description of the Ordinary Shares of Johnson Controls International plc (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344421000046/ex49202110-k.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344422000043/ex410202210-k.htm)] | | |

| [removed: 4.10] [added: 4.11] | | | | | | [Description of the Johnson Controls International plc Notes (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344421000046/ex410202110-k.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344422000043/ex411202210-k.htm)] | | |

| [removed: 4.11] [added: 4.12] | | | | | | [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/833444/000083344421000046/ex411202110-k.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344422000043/ex412202210-k.htm)] | | |

| [removed: 4.12] [added: 4.13] | | | | | | Miscellaneous long-term debt agreements and financing leases with banks and other creditors and debenture indentures.* | | |

| [removed: 4.13] [added: 4.14] | | | | | | Miscellaneous industrial development bond long-term debt issues and related loan agreements and leases.* | | |

| [removed: 10.2] [added: 10.4] | | | | | | [removed: [Stock and Asset Purchase] [added: [Tax Matters] Agreement, dated as of [removed: November 13, 2018,] [added: September 8, 2016,] by and between Johnson Controls International plc and [removed: BCP Acquisitions LLC] [added: Adient Limited] (incorporated by reference to Exhibit [removed: 2.1] [added: 10.2] to the [removed: registrant's] [added: registrant’s] Current Report [added: on Form 8-K] filed [removed: November 13, 2018)](http://www.sec.gov/Archives/edgar/data/833444/000119312518325492/d649168dex21.htm)] [added: on September 9, 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143835/a16-18104_1ex10d2.htm)] | | |

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

| [removed: 10.4] [added: 10.9] | | | | | | [removed: [Employee Matters Agreement, dated as] [added: [Form] of [removed: September 8, 2016, by and] [added: Deed of Indemnification] between Johnson Controls International plc [added: (formerly Tyco International plc)] and [removed: Adient Limited] [added: certain of its directors and officers] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.4] to the registrant’s Current Report on Form 8-K filed on September [removed: 9, 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143835/a16-18104_1ex10d3.htm)] [added: 6, 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143068/a16-17941_1ex10d4.htm)] | | |

| [removed: 10.5] [added: 10.6] | | | | | | [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: 10.6] [added: 10.7] | | | | | | [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: 10.7] [added: 10.8] | | | | | | [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: 10.8] [added: 10.10] | | | | | | [Form of [removed: Deed of] Indemnification [added: Agreement] between [removed: Johnson Controls International plc (formerly] Tyco [removed: International plc)] [added: Fire & Security (US) Management, Inc.] and certain [removed: of its] directors and officers [added: of Johnson Controls International plc] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.5] to the registrant’s Current Report on Form 8-K filed on September 6, [removed: 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143068/a16-17941_1ex10d4.htm)] [added: 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143068/a16-17941_1ex10d5.htm)] | | |

| [removed: 10.9] [added: 10.12] | | | | | | [removed: [Form of Indemnification Agreement between Tyco Fire & Security (US) Management, Inc. and certain directors and officers of Johnson] [added: [Johnson] Controls International plc [added: 2007 Stock Option Plan] (incorporated by reference to Exhibit [removed: 10.5] [added: 10.7] to the registrant’s Current Report on Form 8-K filed on September 6, [removed: 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143068/a16-17941_1ex10d5.htm)] [added: 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143068/a16-17941_1ex10d7.htm)] | | |

| [removed: 10.10] [added: 10.11] | | | | | | [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: 10.11] [added: 10.13] | | | | | | [Johnson Controls International plc [removed: 2007 Stock Option] [added: 2012 Omnibus Incentive] Plan (incorporated by reference to Exhibit [removed: 10.7] [added: 10.6] to the registrant’s Current Report on Form 8-K filed on September 6, [removed: 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143068/a16-17941_1ex10d7.htm)] [added: 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143068/a16-17941_1ex10d6.htm)] | | |

| [removed: 10.12] [added: 10.17] | | | | | | [Johnson Controls International plc [removed: 2012 Omnibus Incentive Plan] [added: Retirement Restoration Plan, as amended and restated March 11, 2021] (incorporated by reference to Exhibit [removed: 10.6] [added: 10.7] to the registrant’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed on [removed: September 6, 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143068/a16-17941_1ex10d6.htm)] [added: April 30, 2021)](http://www.sec.gov/Archives/edgar/data/833444/000083344421000020/q2ex107fy2110-q.htm)] | | |

| [removed: 10.13] [added: 10.14] | | | | | | [Johnson Controls International plc 2021 Equity and Incentive Plan (incorporated by reference to Annex B to the registrant’s Definitive Proxy Statement on Schedule 14A filed on January 22, 2021)](http://www.sec.gov/Archives/edgar/data/833444/000119312521014765/d78643ddef14a.htm#rom78643_27) | | |

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

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

| [removed: 10.16] [added: 10.36] | | | | | | [removed: [Johnson] [added: [Form of terms and conditions for Restricted Stock Units for Directors under the Johnson] Controls International plc [removed: Retirement Restoration Plan, as amended and restated March 11,] 2021 [added: Equity and Incentive Plan](https://www.sec.gov/Archives/edgar/data/833444/000083344421000020/q2ex103fy2110-q.htm)] (incorporated by reference to Exhibit [removed: 10.7] [added: 10.3] to the registrant’s Quarterly Report on Form 10-Q filed on April 30, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/833444/000083344421000020/q2ex107fy2110-q.htm)] [added: 2021)] | | |

| [removed: 10.17] [added: 10.18] | | | | | | [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: 10.18] [added: 10.19] | | | | | | [Johnson Controls International plc Executive Compensation Incentive Recoupment Policy effective December 10, 2020 (incorporated by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed on January 29, 2021)](http://www.sec.gov/Archives/edgar/data/833444/000083344421000011/q1ex103fy2110-q.htm) | | |

| [removed: 10.19] [added: 10.2] | | | | | | [removed: [Letter Agreement] [added: [Amendment to Credit Agreement, dated as of December 2, 2021, by and] between Johnson Controls International [removed: plc] [added: plc,] and [removed: George R. Oliver dated December 8, 2017 (Incorporated] [added: JPMorgan Chase Bank, N.A., as administrative agent (incorporated] by reference to Exhibit 10.1 to the registrant’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed [removed: on December 11, 2017)](http://www.sec.gov/Archives/edgar/data/833444/000083344417000064/exh101letteragreementbetwe.htm)] [added: February 2, 2022)](https://www.sec.gov/Archives/edgar/data/833444/000083344422000005/q1ex101fy2210-q.htm)] | | |

| [removed: 10.20] [added: 10.21] | | | | | | [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: 10.21] [added: 10.22] | | | | | | [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, 2019)](http://www.sec.gov/Archives/edgar/data/833444/000083344419000005/q1ex103optionrsuagreements.htm)[](http://www.sec.gov/Archives/edgar/data/833444/000083344419000005/q1ex103optionrsuagreements.htm) | | |

| [removed: 10.22] [added: 10.23] | | | | | | [Form of Option/SAR Award for Executive 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, 2019 filed on November 21, 2019)](http://www.sec.gov/Archives/edgar/data/833444/000083344419000051/ex1024201910-k.htm) | | |

| [removed: 10.23] [added: 10.24] | | | | | | [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: 10.24] [added: 10.25] | | | | | | [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) | | |

| [removed: 10.25] [added: 10.26] | | | | | | [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 on September 2, 2016 (incorporated by reference to Exhibit 10.33 to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016 filed on November 23, 2016)](http://www.sec.gov/Archives/edgar/data/833444/000083344416000216/ex10332016plc10-k.htm) | | |

| 4.8 | | | | | | [Eighth Supplemental Indenture, dated as of September 7, 2022, among Johnson Controls International plc, Tyco Fire & Security Finance S.C.A., U.S. Bank Trust Company, National Association, as trustee and Elavon Financial Services DAC, as paying agent attaching form of the 3.000% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K filed on September 7, 2022)](https://www.sec.gov/Archives/edgar/data/833444/000119312522240030/d357921dex42.htm) | | |

| 4.9 | | | | | | [Ninth Supplemental Indenture, dated as of September 14, 2022, among Johnson Controls International plc, Tyco Fire & Security Finance S.C.A. and U.S. Bank Trust Company, National Association, as trustee (attaching form of the 4.900% Senior Notes due 2032). (incorporated by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K filed on September 14, 2022)](https://www.sec.gov/Archives/edgar/data/833444/000119312522244741/d291852dex42.htm) | | |

| Johnson Controls International plc | | | | | | | | |

| Index to Exhibits | | | | | | | | |

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| /s/ Mark P. Vergnano Mark P. Vergnano Director | | | | | | /s/ R. David Yost R. David Yost Director | | |

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| /s/ Juan Pablo del Valle Perochena Juan Pablo del Valle Perochena Director | | | | | | /s/ Roy Dunbar Roy Dunbar Director | | |