Johnson Controls International (JCI) 10-K risk factor changes: FY2023 vs FY2022

For example, current macroeconomic and political instability caused by [removed: the conflict between Russia and Ukraine,] [added: rising interest rates,] global supply chain disruptions, [removed: inflation] [added: inflation, ongoing conflicts between Russia] and [added: Ukraine as well as Israel and Hamas, geopolitical tensions 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 [removed: Russia/Ukraine conflict] [added: conflicts, the further escalation of geopolitical tensions globally] and [removed: its] [added: their] effect on our business and results of operations as well as the global economy, cannot be predicted.

If our access to capital were to become significantly constrained, or if costs of capital increased significantly due to [added: increased interest rates,] lowered credit ratings, prevailing industry conditions, the volatility of the capital markets or other factors; then our financial condition, results of operations and cash flows could be adversely affected.

Much of the demand for installation of [removed: HVAC, security products, and fire detection] [added: our products] and [removed: suppression] solutions is driven by [removed: commercial] [added: commercial, institutional, industrial, data center, governmental] and residential [removed: construction and] [added: construction,] industrial facility [removed: expansion and] [added: expansion, retrofit activity,] maintenance [removed: projects.][added: projects and other capital investments in buildings within the sectors that we serve.]

[removed: Commercial] [added: Construction] and [removed: residential construction] [added: other capital investment] projects are heavily dependent on general economic conditions, localized demand for [removed: commercial and residential] real estate and availability of [removed: credit.][added: credit, public funding or other sources of financing.]

[removed: Commercial and residential] [added: Some of the] real estate markets [added: we serve] are prone to significant fluctuations in supply and demand.

In addition, most [removed: commercial and residential] real estate developers rely heavily on project financing in order to initiate and complete projects.

[removed: The] businesses of many of our industrial customers are to varying degrees cyclical and have experienced periodic downturns.

[removed: Although our industrial customers tend to be less dependent on project financing than real estate developers, increases] [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 access and could significantly raise the cost of new debt for our customers.

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

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

[removed: We have experienced, and expect to continue to experience,] [added: During fiscal 2023, we experienced] increased commodity costs as a result of global macroeconomic trends, including global price inflation, supply chain disruption and the Russia/Ukraine conflict.

[removed: Continued increases] [added: We could experience further cost fluctuations] in [removed: commodity costs] [added: the future, which] could negatively impact our results of operations to the extent we are unable to successfully mitigate and offset the impact of increased costs.

During [removed: 2022,] [added: each of 2022 and 2023,] we experienced a reduction in revenue and profits as a result of the significant strengthening of the U.S. dollar against foreign currencies.

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, [removed: import, export,] labor and environmental laws, and monetary and fiscal policies; 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; 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.

For example, [added: during 2022 and 2023] we [removed: expect to continue to be] [added: were] impacted by the following supply chain issues, due to economic, political and other factors largely beyond our control: increased input material costs and component shortages; supply chain disruptions and delays and cost [removed: inflation, all of which could continue or escalate in the future.][added: inflation.]

In addition, some of our subcontractors have [removed: also] experienced supply chain and labor disruptions, which have [removed: continued to] [added: and could in the future] impact our ability to timely complete projects and convert our backlog.

Such disruptions have and could [removed: continue to] [added: in the future] 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.

[added: The inability] to [added: 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.

The laws and regulations applicable to our products, and our customers’ product and service needs, change from time to time, and regulatory changes may render our products and technologies [removed: noncompliant.][added: noncompliant or result in new or enhanced regulatory scrutiny.]

[removed: The failure] of [removed: our technology, products or services to gain market acceptance due to more attractive offerings by our competitors, the introduction of] new competitors to the market with new or innovative product offerings or the failure to address any of the above factors could significantly reduce our revenues, increase our operating costs or otherwise materially and adversely affect our business, financial condition, results of operations and cash flows.

Cybersecurity incidents impacting our IT systems and digital products could disrupt business operations, result in the loss of critical and confidential information, and [added: materially and] adversely [removed: impact] [added: affect] our reputation and results of operations.

We also face the challenge of supporting our older [removed: systems] [added: systems, which are vulnerable to increased risks, including the risk of further security breaches, system failures] and [added: disruptions, and] implementing necessary upgrades.

If we experience a problem with the functioning of an important IT system as a result of increased burdens placed on our IT infrastructure or a security breach of our IT systems, the resulting disruptions could have [removed: an] [added: a material] adverse effect on our business.

These threats and incidents originate from many sources globally and include [removed: malwares] [added: malware] that [removed: take] [added: takes] the form of computer viruses, ransomware, worms, Trojan horses, spyware, adware, scareware, rogue software, and programs that act against the computer user.

We [removed: seek to] deploy [removed: comprehensive measures] [added: countermeasures] to deter, prevent, detect, respond to and mitigate these threats, including identity and access controls, data protection, vulnerability assessments, product software designs which we believe are less susceptible to cyber-attacks, [removed: continuous] monitoring of our IT networks and systems, maintenance of backup and protective systems and the incorporation of cybersecurity design throughout the lifecycle of our products.

[removed: Despite these efforts, cybersecurity] [added: Cybersecurity] incidents, depending on their nature and scope, [removed: could potentially result] [added: have resulted, and may] in the [added: future result, in the] misappropriation, destruction, corruption or unavailability of critical data and confidential or proprietary information (our own or that of third parties) and the disruption of business operations.

Such incidents [added: have remained, and] could [removed: remain] [added: in the future remain,] undetected for an extended period of time, and the losses arising from such incidents could exceed our available insurance coverage for such matters.

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

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

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

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

[removed: A significant] [added: The] actual or perceived risk of theft, loss, fraudulent use or misuse of customer, employee or other [removed: data, whether by us, our suppliers, channel partners, customers or other third parties, as a result of employee error or malfeasance, or] [added: data] as a result of the [removed: imaging, software, security and other products we incorporate into our products,] [added: cybersecurity incident,] as well as non-compliance with applicable industry standards or our contractual or other legal obligations or privacy and information security policies regarding such data, could result in costs, fines, litigation or regulatory [removed: actions, or could lead customers to select the products and services of our competitors.][added: actions.]

[removed: Any such event] [added: Both the cybersecurity incident and similar future incidents] could harm our reputation, cause unfavorable publicity or otherwise adversely affect certain potential customers’ perception of the security and reliability of our services as well as our credibility and reputation, which could result in lost sales.

We seek to drive improvements through a variety of actions, including [added: restructuring and] 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, [added: increased change fatigue, organizational strain] and adverse effects on employee morale.

In addition, while we generally enter into confidentiality agreements with our employees and third parties to protect our trade secrets, know-how, business strategy and other proprietary information, such confidentiality agreements could be breached or otherwise may not provide meaningful protection for our [removed: trade secrets and know-how related to the design, manufacture or operation of our products.]

Finally, for those products in our portfolio that rely on patent protection, once a patent has expired, the [added: product is generally open to competition.]

[removed: Recently, we] [added: We] have [removed: experienced] [added: in] the [removed: impacts of] [added: past, and could in the future, experience] shortages for [removed: both] skilled [removed: and] [added: or] unskilled labor.

The impacts of [added: such] labor shortages could limit our ability to convert backlog into revenue and negatively impact our results of operations.

Further, we must continue to effectively adapt our products and services to a changing technological and regulatory environment to drive growth and defend against disruption caused by competitors, regulators or other external forces impacting our business and operations.

If we are unable to be agile and responsive to disruption in the development of new products, services and technologies, including technologies such as artificial intelligence and machine learning, our business, financial condition, results of operations and cash flows could be adversely affected.

Further, as we integrate emerging and rapidly evolving technologies such as artificial intelligence and machine learning into our products and services, we may not be able to anticipate or identify vulnerabilities, design flaws or security threats resulting from the use of such technology and develop adequate protection measures.

The failure of our technology, products or services to gain market acceptance due to more attractive offerings by our competitors, the introduction

Failure to achieve and maintain a high level of product and service quality could damage our reputation with customers and negatively impact our results.

Product and service quality issues could harm customer confidence in our company and our brands.

If certain of our product and service offerings do not meet applicable safety standards or our customers’ expectations regarding quality, safety or performance, we could experience lost sales and increased costs and we could be exposed to legal, financial and reputational risks.

In addition, when our products fail to perform as expected, we are exposed to warranty, product liability, personal injury and other claims.

We have experienced such quality issues in the past and may experience such issues in the future.

We cannot be certain that our quality controls and procedures will reveal defects in our products or their raw materials, which may not become apparent until after the products have been placed in use in the market.

Accordingly, there is a risk that products will have defects, which could require a product recall or field corrective action.

Such remedial actions can be expensive to implement and may damage our reputation, customer relationships and market share.

We have conducted product recalls and field corrective actions in the past and may do so again in the future.

In many jurisdictions, product liability claims are not limited to any specified amount of recovery.

If any such claims or contribution requests or requirements exceed our available insurance or if there is a product recall, there could be an adverse impact on our results of operations.

In addition, a recall or claim could require us to review some or all of our product portfolio to assess whether similar issues are present in other products, which could result in a significant disruption to our business and which could have a further adverse impact on our business, financial condition, results of operations and cash flows.

There can be no assurance that we will not experience any material warranty or product liability claims in the future, that we will not incur significant costs to defend such claims or that we will have adequate reserves to cover any recall, repair and replacement costs.

In addition, certain of our employees work remotely at times, which increases our vulnerability to cybersecurity and other IT risks.

Techniques used to obtain unauthorized access to, or to sabotage, IT systems or networks are constantly evolving and may not be recognized until launched against a

target.

We and third parties we utilize as vendors to support our business and operations have experienced, and expect to continue to experience, these types of threats and incidents.

We and our third-party service providers have experienced and expect to continue to experience threats from sophisticated nation-state actors and organized criminal groups who engage in attacks (including advanced persistent threat intrusions) that add to the risks to our IT systems (including our cloud services providers’ systems), internal networks, our customers’ systems and the information that they store and process.

Despite these efforts, the Company has experienced, and will likely continue to experience, attacks and resulting breaches or breakdowns of the Company’s, or its third-party service providers’, databases or systems.

In addition, security breaches impacting our IT systems have in certain cases resulted in, and in the future could result in, a risk of loss or unauthorized disclosure or theft of information, which could lead to enforcement actions, litigation, regulatory or governmental audits, investigations and possible liability.

During the fourth quarter of fiscal 2023, we experienced a cybersecurity incident that disrupted portions of our internal information technology infrastructure and applications consisting of unauthorized access by a third party, exfiltration of data and the deployment of ransomware, which in turn caused disruptions and limitation of access to portions of our business applications that support aspects of our operations and corporate functions.

As a result of this incident, we experienced disruptions to our normal operations which had an adverse impact on our financial performance, as discussed in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

We have and may continue to incur significant costs in connection with the cybersecurity incident and any future cybersecurity incidents, including infrastructure investments or remediation efforts.

Further, we could experience other additional consequences in the future as a result of the incident, including, reputational damage, exposure to legal claims or enforcement actions and fines levied by governmental organizations, which in turn could materially and adversely affect our results of operations.

In addition, limitations on our ability to analyze and investigate the incident due to limitations on the availability of historical logs and other forensic data may impact our ability to identify all of the impacts and root causes of the cybersecurity incident.

There can be no assurance that additional unauthorized access or cyber incidents will not occur or that we will not suffer material losses in the future.

Unauthorized access or cyber incidents could occur more frequently and on a more significant scale to those we have suffered to date.

We could also experience similar consequences as a result of future cybersecurity incidents.

We identified a material weakness in our internal control over financial reporting which, if not remediated appropriately or timely, could result in the loss of investor confidence and adversely impact our business operations and our stock price.

As a result of the cybersecurity incident experienced beginning in September 2023, and as disclosed in Part II, Item 9A of this report, we have identified a material weakness in our internal control over financial reporting related to not maintaining sufficient information technology (“IT”) controls to prevent or detect, on a timely basis, unauthorized access to certain of the Company’s financial reporting systems.

Accordingly, management concluded that our internal control over financial reporting was not effective as of September 30, 2023.

If we are unable to remediate the material weakness, or if we are otherwise unable to maintain effective internal control over financial reporting, then our ability to record, process and report financial information accurately, and to prepare financial statements within required time periods, could be adversely affected.

If our financial statements are not accurate, investors may not have a complete understanding of our operations.

Likewise, if our financial statements are not filed on a timely basis, we could be in violation of covenants contained in the agreements governing our debt

and other borrowings.

We could also be subject to sanctions or investigations by the stock exchange on which our shares are listed, the SEC or other regulatory authorities, which could result in a material adverse effect on our business.

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.

If we are unable to adequately react to negative economic impacts that decrease demand for our products and services and/or negative movements in capital markets our results of operations, financial condition or liquidity could be adversely affected.

These factors could in turn temper demand for new HVAC, fire detection and suppression and security installations.

on investment in large capital projects, including necessary maintenance and upgrades, even during periods of favorable end-market conditions.

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

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

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

In response to the challenges presented by COVID-19, we modified our business 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 actions, may cause us to experience increases in costs, reductions in productivity and disruptions to our business routines.

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

In addition, 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 or other mandates could result in increased labor attrition and disruption, as well as difficulty securing future labor needs, and could materially impact our ability to deliver services to our customers, which could in turn adversely impact our results of operations.

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

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.

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.

Further, the COVID-19 pandemic could result in permanent changes in the behaviors of our customers, including the increased prevalence of remote work and a corresponding decline in demand for the construction and maintenance of commercial buildings.

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

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 variants, the effectiveness of COVID-19 vaccines and the speed at which populations are vaccinated, impacts on economic activity and regulatory actions taken to mitigate the impacts of COVID-19.

The impact of COVID-19 may also exacerbate other risks discussed in Item 1A of this Annual Report on Form 10-K.

The inability to timely convert our backlog due

We must also monitor disruptive technologies and business models.

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

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

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

product is generally open to competition.

While we have taken measures to mitigate the impact of these shortages, we can provide no assurance that such efforts will be successful.

For example, during the COVID-19 pandemic, we experienced disruptions in certain of our manufacturing facilities resulting from government-mandated shutdowns and labor shortages.

The continuation or recurrence of either of these trends could adversely affect our financial performance.

Existing free trade laws and regulations, provide certain beneficial duties and tariffs for qualifying imports and exports, subject to compliance with the applicable classification and other requirements.

For example, proposed federal, state and European Union legislative action concerning the use and clean-up of fire-fighting foam 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.

These cases typically involve product liability claims based

Acquisitions and investments may be dilutive to earnings.

In 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 remain unclear and timing of implementation uncertain, the impact of local country IF adoption could have a material impact on our effective tax rate.

It is also possible that jurisdictions in which we do business could react to such IF developments unilaterally by enacting tax legislation that could adversely affect us or our affiliates.

There is also general uncertainty regarding the tax policies of the jurisdictions where we operate, and if changes are enacted, there could be a resulting increase in our effective tax rate.

Under current U.S. federal tax law, a corporation is generally considered to be a tax resident in the jurisdiction of its organization or incorporation.

Because Johnson Controls International plc is an Irish incorporated entity, it would generally be classified as a non-U.S. corporation (and, therefore, a non-U.S. tax resident) under these rules.

Under Section 7874, if (1) former Johnson Controls, Inc. shareholders owned (within the meaning of Section 7874) 80% or more (by vote or value) of our ordinary shares after the Merger by reason of holding Johnson Controls, Inc. common stock (such ownership percentage the "Section 7874 ownership percentage"), and (2) our "expanded affiliated group" did not have "substantial business activities" in Ireland ("the substantial business activities test"), we will be treated as a U.S. corporation for U.S. federal tax purposes.

If the Section 7874 ownership percentage of the former Johnson Controls, Inc. shareholders after the Merger was less than 80% but at least 60%, and the substantial business activities test was not met, we and our U.S. affiliates (including the U.S. affiliates historically owned by Tyco) may, in some circumstances, be subject to certain adverse U.S. federal

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

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

[added: The Company partners with customers by leveraging its broad product portfolio and digital capabilities, powered by OpenBlue,] together with its direct channel service and solutions capabilities, to deliver outcome-based solutions across the lifecycle of a building that address customers’ needs to improve energy efficiency, 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 year ended September 30, [removed: 2022.][added: 2023.]

A detailed discussion of the [removed: 2021] [added: 2022] to [removed: 2020] [added: 2021] year-over-year changes are not included herein and can be found in [removed: [the] [added: the] Management's Discussion and Analysis [removed: section] [added: of Financial Condition and Results of Operations] in the Company's [removed: 2021] [added: 2022] Annual Report on Form 10-K filed November 15, [removed: 2021] [added: 2022] under the heading "Fiscal year [removed: 2021] [added: 2022] compared to fiscal year [removed: 2020"](http://www.sec.gov/ix?doc=/Archives/edgar/data/833444/000083344421000046/jci-20210930.htm)] [added: 2021"] which is incorporated herein by reference.

Much of the demand for [removed: installation of] the Company’s products and solutions is driven by [removed: commercial and residential construction and industrial] [added: construction,] facility [removed: expansion] [added: expansion, retrofit] and maintenance [removed: projects.][added: projects within the commercial, institutional, industrial, data center, governmental and residential sectors.]

[removed: Commercial and residential construction] [added: Construction] projects are heavily dependent on general economic conditions, localized demand for [removed: commercial and residential] real estate and [added: the] availability of [removed: credit.][added: credit, public funding or other financing sources.]

Positive or negative fluctuations in [removed: commercial and residential] construction, industrial facility [removed: expansion and] [added: expansion, retrofit activity,] maintenance projects and other capital investments in buildings [added: within the sectors that the Company serves, as well as availability of credit, financing or funding for such projects,] could have a corresponding impact on the Company’s financial condition, results of operations and cash flows.

During fiscal [removed: 2022,] [added: 2023,] revenue and profits were adversely impacted due to the [removed: significant] strengthening of the U.S. dollar against foreign currencies.

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

[removed: 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 Company has experienced, and [removed: expects to] [added: could] continue to experience, increased [removed: input] material cost inflation and component shortages, as well as disruptions and delays in its supply chain, as a result of global macroeconomic trends, including increased global demand, [added: geopolitical and economic tensions, including] the [removed: conflict] [added: conflicts] between Russia and [removed: Ukraine, government-mandated actions in response to COVID-19, particularly in China,] [added: Ukraine] and [added: Israel and Hamas, and] labor shortages.

The collective impact of these trends has been [added: favorable] to [removed: 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.

[removed: Therefore,] [added: Although] the Company [added: has experienced recent improvement in its supply chain, it] could experience further disruptions, shortages and 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.

The extent to which the [removed: COVID-19 pandemic continues to impact the] Company’s results of operations and financial condition [added: are impacted by these and other factors in the future] will depend on [removed: future] developments that are highly uncertain and cannot be predicted.

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

FISCAL YEAR [removed: 2022] [added: 2023] COMPARED TO FISCAL YEAR [removed: 2021][added: 2022]

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

| (in millions) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | Change | | |

| Net sales | | | $ | [removed: 25,299] [added: 26,793] | | | | | $ | [removed: 23,668] [added: 25,299] | | | | | [removed: 7] [added: 6] | | % |

The increase in net sales was due to higher organic sales [removed: ($2,033 million), incremental sales from acquisitions ($356] [added: ($1,997] million) and the [added: favorable net] impact of [removed: prior year nonrecurring purchase accounting adjustments ($6] [added: acquisitions and divestitures ($113] million), partially offset by the unfavorable impact of foreign currency translation [removed: ($741 million) and lower sales due to business divestitures ($23] [added: ($616] million).

Excluding the impact of foreign currency [removed: translation,] [added: translation and] business acquisitions and [removed: divestitures and nonrecurring adjustments,] [added: divestitures,] consolidated net sales increased [removed: 9% as compared to] [added: 8% over] the prior year, attributable to [removed: higher volumes and] increased pricing in response to inflation pressures.

| Cost of sales | | | $ | [removed: 16,956] [added: 17,822] | | | | | $ | [removed: 15,609] [added: 16,956] | | | | | [removed: 9] [added: 5] | | % |

| Gross profit | | | [removed: 8,343] [added: 8,971] | | | | | | [removed: 8,059] [added: 8,343] | | | | | | [removed: 4] [added: 8] | | % |

| % of sales | | | [removed: 33.0] [added: 33.5] | | % | | | | [removed: 34.1] [added: 33.0] | | % | | | | | | |

Cost of sales and gross profit both increased and gross profit as a percentage of sales [removed: decreased] [added: increased] by [removed: 110] [added: 50] basis points.

Gross profit increased due to organic sales growth and [removed: business acquisitions,] [added: favorable price/cost,] partially offset by the unfavorable impact of foreign currency translation [removed: ($229 million), supply chain inefficiencies, price/cost pressures] [added: ($192 million)] and the unfavorable year-over-year impact of net pension mark-to-market adjustments [removed: ($121] [added: ($42] million).

| Selling, general and administrative expenses | | | $ | [removed: 5,945] [added: 6,181] | | | | | $ | [removed: 5,258] [added: 5,945] | | | | | [removed: 13] [added: 4] | | % |

| % of sales | | | [removed: 23.5] [added: 23.1] | | % | | | | [removed: 22.2] [added: 23.5] | | % | | | | | | |

Selling, general and administrative expenses ("SG&A") increased by [removed: $687] [added: $236] million, and SG&A as a percentage of sales [removed: increased] [added: improved] by [removed: 130] [added: 40] basis points.

| Restructuring and impairment costs | | | $ | [removed: 721] [added: 1,064] | | | | | $ | [removed: 242] [added: 721] | | | | | [removed: *] [added: 48] | | [added: %] |

Restructuring and impairment costs in fiscal [removed: 2022 included $419] [added: 2023 includes $498] million [added: of] impairment [removed: costs] [added: charges] related to businesses classified [added: or previously classified] as [removed: held-for-sale, $75] [added: held for sale, $276] million [removed: impairment] [added: in severance and other charges resulting from restructuring initiatives, $184 million] of goodwill [removed: attributable] [added: impairment charges related] to the Silent-Aire reporting unit, [removed: $45] [added: and $106] million [removed: impairment] of [removed: long-lived assets in the Building Solutions Asia Pacific segment reclassified from held] [added: impairment charges] for [removed: sale and $182 million in severance,] [added: various] long-lived [removed: asset impairments and other costs associated with the 2021 Plan.][added: assets.]

Refer to "Note 3, "Assets and Liabilities Held for Sale & Discontinued Operations," Note [added: 7, "Property, Plant and Equipment," Note] 8, "Goodwill and Other Intangible Assets," and Note 17, [removed: "Significant Restructuring] [added: "Restructuring] and [removed: Impairment] [added: Related] 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: 213] [added: 281] | | | | | $ | [removed: 206] [added: 213] | | | | | [removed: 3] [added: 32] | | % | [added: | | |]

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

| Equity income | | | $ | [removed: 246] [added: 265] | | | | | $ | [removed: 261] [added: 246] | | | | | [removed: \-6] [added: 8] | | % |

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

| Income tax [removed: provision] (benefit) | | | $ | [removed: (13)] [added: (323)] | | | | | $ | [removed: 868] [added: (13)] | | | | | * | | |

| Effective tax rate | | | [removed: (1)] [added: (19)] | | % | | | | [removed: 33] [added: (1)] | | % | | | | | | |

For fiscal 2022, the effective tax rate for continuing operations was (1)% and was lower than the statutory tax rate primarily due to [added: favorable impact of] 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 the [removed: income tax effects] [added: unfavorable impact] of impairment and restructuring charges, valuation allowance adjustments, [added: and] 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 and tax rate differentials.

The economic conditions in China, specifically challenges in real estate, began negatively impacting the Building Solutions Asia Pacific segment in the fourth quarter of fiscal 2023.

The Company expects continued softening in China in fiscal 2024.

However, during fiscal 2023, the Company observed improved margins as supply chain disruptions eased and higher priced backlog was converted to sales.

Cybersecurity Incident

During the weekend of September 23, 2023, the Company experienced a cybersecurity incident impacting its internal information technology ("IT") infrastructure and applications.

The incident was detected shortly after receiving reports of outages to certain of the Company’s systems.

Promptly after detecting the issue, the Company implemented its incident management and response plan and business continuity plans, including implementing remediation measures to mitigate the impact of the incident and restore affected systems and functions.

The Company also engaged leading cybersecurity experts and other specialized consultants to assist in its investigation and remediation of the incident, as well as the restoration of impacted applications and systems.

The Company’s investigation and remediation efforts remain ongoing, including the analysis of data accessed, exfiltrated or otherwise impacted during the cybersecurity incident.

Based on the information reviewed to date, the Company believes the unauthorized activity has been contained and has not observed evidence of any impact to its digital products, services and solutions, including OpenBlue and Metasys.

The cybersecurity incident consisted of unauthorized access, data exfiltration and deployment of ransomware by a third party to a portion of the Company’s internal IT infrastructure.

The incident caused disruptions and limitation of access to portions of the Company’s business applications supporting aspects of the Company’s operations and corporate functions, which disruptions and limitations continued into the early portion of the first quarter of fiscal 2024.

To date, the Company has largely restored the impacted applications and systems.

Lost and deferred revenues and expenses related to the cybersecurity incident adversely impacted fiscal 2023 net income by approximately $30 million, or approximately $0.04 per diluted share.

This was primarily attributable to order processing and logistics disruptions and delays, and expenses associated with the response to, and remediation of, the incident.

The Company has incurred and expects to incur additional expenses associated with the response to, and remediation of, the incident in fiscal 2024, most of which the Company expects to incur in the first half of the year.

These expenses include third-party expenditures, including IT recovery and forensic experts and others performing professional services to investigate and remediate the incident, as well as incremental operating expenses incurred from the resulting disruption to the Company’s business operations.

Further, the cybersecurity incident caused disruptions to certain of the Company’s billing systems, which is expected to negatively impact cash provided from continuing operations during the first quarter of fiscal 2024.

The overall impact of the cybersecurity incident in fiscal 2024 is not expected to be material to net income, net of insurance recoveries, or cash flows from continuing operations; however, the timing of recognizing the insurance recoveries may differ from the timing of recognizing the associated expenses.

The Company maintains insurance covering certain losses associated with cybersecurity incidents.

The Company did not recognize any insurance recoveries related to the cybersecurity incident in the three months ended September 30, 2023.

The Company currently expects that a substantial portion of its direct costs incurred related to containing, investigating and remediating the incident, as well as business interruption losses, will be reimbursed through insurance recoveries.

In the third quarter of fiscal 2023, the Company began developing a restructuring plan with certain actions focused on continued scaling of Selling, general and administrative expenses ("SG&A") to its planned growth.

The scope of the plan was substantially finalized in the fourth quarter of fiscal 2023 and certain actions related to this plan were committed and executed during the fourth quarter, primarily related to workforce reductions, and were recorded to restructuring and impairment costs in the consolidated statements of income.

Additional restructuring charges are expected in subsequent quarters.

The Company expects savings from the restructuring initiatives to be substantially offset by incremental ongoing operating costs and investments to grow the business.

Restructuring charges incurred during the first and second quarters of fiscal 2023 were the result of other segment and Corporate-level restructuring plans.

Gross profit as a percentage of sales increased primarily due to favorable price/cost.

| (in millions) | | | 2023 | | | | | | 2022 | | | | | | Change | | |

The increase in SG&A was primarily due to certain investments to support growth, one-time transaction and separation costs, the unfavorable year-over-year impact of net mark-to-market adjustments ($84 million) and a loss associated with a fire at a leased warehouse facility ($40 million), partially offset by non-recurring environmental remediation charges in the prior year ($255 million) and favorable foreign currency translation ($118 million).

| (in millions) | | | 2023 | | | | | | 2022 | | | | | | Change | | |

Restructuring and impairment costs in fiscal 2022 includes $359 million of impairment charges related to the North America and Global Retail business which was previously held for sale, $182 million in severance and other charges resulting from restructure initiatives, $105 million of impairments for a business and assets previously held for sale, and $75 million of goodwill impairment charges related to the Silent-Aire reporting unit.

| | | | 2023 | | | | | | 2022 | | | | | | Change | | | | | |

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

| Interest expense, net of capitalized interest costs | | | $ | 307 | | | | | $ | 225 | | | | | 36 | | % | | | |

| Other financing charges | | | 52 | | | | | | 27 | | | | | | 93 | | % | | | |

| Gain on debt extinguishment | | | (25) | | | | | | — | | | | | | * | | | | | |

| Interest income | | | (18) | | | | | | (6) | | | | | | * | | | | | |

| Net foreign exchange results for financing activities | | | (35) | | | | | | (33) | | | | | | 6 | | % | | | |

| (in millions) | | | 2023 | | | | | | 2022 | | | | | | Change | | |

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

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

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.

Impact of COVID-19 Pandemic

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 has experienced increases in demand as governments have distributed vaccines and lifted COVID-19-related restrictions, leading to increases in retrofit activity 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’ infrastructure.

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

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

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

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

To better align its resources with its growth strategies and reduce the cost structure of its global operations in certain underlying markets, the Company commits to restructuring plans as necessary.

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

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

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

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

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

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.

The increase in SG&A on a percentage basis was primarily due to 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 ($154 million), the unfavorable year-over-year impact of net mark-to-market adjustments on restricted asbestos investments ($93 million), the absence of certain one-time cost mitigation actions and current year business acquisitions, partially offset by a favorable earn-out liability adjustment ($43 million) and favorable foreign currency translation ($141 million).

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

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

In 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 the Company's effective tax

rate in future periods.

It is also possible that jurisdictions in which the Company does business could react to such IF developments unilaterally by enacting tax legislation that could adversely affect the Company or its affiliates.

Income From Discontinued Operations, Net of Tax

| Income from discontinued operations, net of tax | | | $ | — | | | | | $ | 124 | | | | | * | | |

The year-over-year unfavorable foreign currency translation adjustments were primarily driven by the weakening of the British pound, euro and Canadian dollar in the current year compared to strengthening of the British pound, Canadian dollar and Mexican peso against the U.S. dollar in the prior year.

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.

This change was not material to the segment presentation.

Refer to Note 19, “Segment Information,” of the notes to the consolidated financial statements for further information.

Beginning on October 1, 2021, the Company began reporting certain retrofit projects in the Building Solutions EMEA/LA and Building Solutions Asia Pacific segments as products and systems revenue on a prospective basis as they have evolved to be more aligned with other install offerings.

| | | | $ | 25,299 | | | | | $ | 23,668 | | | | | 7 | | % | | | | $ | 3,406 | | | | | $ | 3,385 | | | | | 1 | | % |

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 Johnson Controls, [removed: Inc. in 1974.]

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

[removed: In 2020, the Company launched its] [added: The Company's] OpenBlue [added: digital] software [removed: platform, enabling] [added: platform enables] enterprises to [added: better] manage [removed: 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.

The Company conducts its business through four business segments: [removed: Building Solutions North America, Building Solutions EMEA/LA, Building Solutions Asia Pacific and Global Products.]

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

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

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

[removed: In addition,] [added: The] Global Products [added: segment] designs, manufactures and [removed: sells refrigeration equipment and controls globally.][added: sells:]

[removed: Global Products] [added: - *Global Products* which operates worldwide and] includes the Johnson Controls-Hitachi joint venture.

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

Trusted building brands, such as YORK®, Hitachi Air Conditioning, [removed: *Metasys*®,] [added: Metasys®,] Ansul, [removed: *Ruskin®*,] [added: Ruskin®,] Titus®, Frick®, [added: FM:Systems®,] PENN®, Sabroe®, Silent-Aire®, Simplex® and [added: 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's OpenBlue platform enables enterprises to [added: better] manage [removed: 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 [removed: AI-powered] [added: artificial intelligence and machine learning-powered] service solutions such as remote diagnostics, predictive maintenance, [added: workplace management,] compliance monitoring and advanced risk assessments.

Key factors in the award of contracts include system and service performance, quality, price, design, reputation, technology, application engineering [removed: capability] [added: capability, availability of financing] and construction or project management expertise.

To capitalize on these trends, the Company remains focused on maintaining leading positions in [removed: commercial HVAC and] [added: delivering] building [removed: management systems,] [added: products, systems and solutions,] as well as enabling growth through digital, to develop and leverage new digital technologies and capabilities into outcomes powered by its OpenBlue software platform.

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

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

At September 30, [removed: 2022,] [added: 2023,] the backlog was [removed: $11.7] [added: $13.6] billion, of which [removed: $11.1] [added: $12.1] billion was attributable to the [removed: field] [added: building solutions (field)] business.

At September 30, [removed: 2022,] [added: 2023,] remaining performance obligations were [removed: $17.5] [added: $19.6] billion, which is [removed: $5.8] [added: $6.0] billion higher than the Company's backlog of [removed: $11.7] [added: $13.6] billion.

- Remaining performance obligations include large, multi-purpose contracts [removed: to construct hospitals, schools and other governmental buildings, which are] [added: including] services to be performed over the [removed: building's lifetime with average] initial [removed: contract terms of 25 to 35 years for the entire] term of the [added: building] contract [added: (typically 25 to 35 years)] versus backlog which includes only the lifecycle period of [removed: these contracts which approximates] [added: the contract (approximately] five [removed: years;][added: years);]

- Remaining performance obligations exclude certain customer contracts with a term of one year or less and contracts that are [removed: cancelable] [added: cancellable] without substantial penalty versus backlog which includes short-term and [removed: cancelable] [added: cancellable] contracts; and

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

During fiscal [removed: 2022,] [added: 2022 and portions of fiscal 2023,] the Company experienced material cost increases due to global inflation, supply chain disruptions, labor shortages, increased demand and other regulatory and macroeconomic factors.

[removed: Therefore,] [added: Although] the Company [added: has experienced recent improvement in its supply chain, the Company] could experience further disruptions, shortages and price inflation in the future, the effect of which will depend on the Company’s ability to successfully mitigate and offset the impact of these events.

In fiscal [removed: 2023,] [added: 2024,] 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 [added: patent, or group of patents, is critical to the success of the business.]

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

[removed: These and other laws and regulations impact the manner in which the Company conducts its] business, and changes in legislation or government policies can affect the Company's worldwide operations, both favorably and unfavorably.

The Company also makes capital expenditures to meet or exceed energy efficiency [removed: standards,] [added: standards and comply with applicable regulations,] including the regulation of refrigerants, hydro fluorocarbons/emissions [removed: reductions] [added: reduction] efforts and the regulation of fluorinated gasses, particularly with respect [added: 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: 2022] [added: 2023] related solely to regulatory compliance were not material.

The Compensation and Talent Development Committee of the Board of Directors is the primary overseer of the Company’s High-Performance Culture strategy and [removed: execution.][added: execution, ensuring that the Company presents an employee value proposition that supports retention and the attraction of external talent.]

The Chief Executive Officer ("CEO"), the CHRO, the [added: General Counsel, the] Vice President of [removed: Diversity] [added: Global Environment Health & Safety, the Vice President of Diversity, Equity] 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 [added: future of work,] human capital trends, [removed: practices] [added: processes] and [removed: operations, diversity] [added: practices, diversity, equity] and inclusion, health and safety, [removed: leadership development and] [added: talent development,] succession [removed: planning.][added: planning, and talent and culture best practices.]

In fiscal [removed: 2022,] [added: 2023,] the Company had a TRIR of [removed: 0.40] [added: 0.37] and a LTIR of [removed: 0.14.][added: 0.12.]

[removed: *Diversity] [added: *Diversity, Equity] and Inclusion*

[removed: Employees are empowered] [added: The Company empowers employees] to take an active role in creating a culture that values uniqueness, celebrates creativity and drives innovation.

The Company [removed: places a high value on inclusion, engaging] [added: encourages] employees [added: to enable an inclusive culture through active participation] in Business Resource Groups ("BRGs") [removed: —] [added: -] employee-led voluntary organizations of people with similar interests, experiences, or demographic characteristics.

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

The Company [removed: uses these groups to serve as a source of inclusion and] [added: also engages BRGs] to support the acquisition and development of diverse talent internally and externally.

The Company’s BRG structure includes monthly learning series, an active recruitment platform, an innovation hub, [removed: and] community [removed: engagement.][added: engagement and feedback sessions.]

The Company has implemented several measures that focus on ensuring accountabilities exist for [removed: making progress in diversity:][added: fostering a diverse, equitable and inclusive environment:]

- Diversity [removed: Performance Goals:] [added: Objectives:] The CEO and other senior leaders have diversity and inclusion objectives in their annual performance goals.

Inc. in 1974.

- *Building Solutions North America* which operates in the United States and Canada;

- *Building Solutions EMEA/LA* which operates in Europe, the Middle East, Africa and Latin America;

- *Building Solutions Asia Pacific* which operates in Asia Pacific; and

The Building Solutions segments:

- Refrigeration equipment and controls;

- Fire protection and suppression; and

- Security products, including intrusion security, anti-theft devices, access control, and video surveillance and management systems.

The Company’s segments provide products and services to commercial, institutional, industrial, data center, governmental and residential customers.

distributors of air-conditioning, controls, security and fire-detection and suppression products.

In fiscal 2023, products and systems accounted for 76% of sales and services accounted for 24% of sales.

The Company further intends to expand its presence in high growth regions and

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

However, throughout fiscal 2023, the Company experienced improved margins as supply chain disruptions eased and higher priced backlog was converted to sales, as discussed in Item 7.

The Company protects its intellectual property investments in a variety of ways.

The Company works actively in the U.S. and internationally to ensure the enforcement of copyright, trademark, trade secret, and other

protections that apply to the Company's products, services, software, solutions, and branding.

Internal development allows the Company to maintain competitive advantages that come from product differentiation and closer technical control over its products and services.

In addition, governments in the United States and internationally have increasingly been regulating perfluorooctane sulfonate ("PFOS"), perfluorooctanoic acid ("PFOA"), and/or other per- and poly-fluoroalkyl substances ("PFAS"), which are contained in certain of the Company's firefighting foam products.

These regulations include declining emission standards and limits set as to the presence of certain compounds.

These and other laws and regulations impact the manner in which the Company conducts its

The development of a High-Performance Culture enables the Company to achieve its purpose to build smarter, healthier, and more sustainable tomorrows.

The Company’s strategic drivers provide the direction that guides its workforce toward a culture of continuous improvement and innovation to exceed customers’ expectations and provide solutions for global challenges in the building systems industry.

The Governance and Sustainability Committee is the primary overseer of employee health and safety.

Safety culture and values-based safety initiatives have been deployed within the Company to sustain and further enhance performance.

The Company is dedicated to creating a workplace where diversity is celebrated, where every employee feels included and valued, and where equitable practices are the norm.

By prioritizing diversity, equity, and inclusion, the Company aims to foster a culture of innovation, collaboration, and respect that drives its success in the global marketplace.

Diversity, Equity, and Inclusion (“DEI”) is a core component of the Company’s strategy to drive a High-Performance Culture, recognized as adding value to the Company’s creation and delivery of innovative high performing products and enabling solutions to its customers’ toughest problems.

The Company has recently elevated its focus on ‘equity’ to further enable all employees to have access to the opportunities, resources, support and networks they need to develop and succeed.

In 2023, the Company established BRGs focused on Wellness and Caregiving in response to feedback through its Voice of the Employee events.

As a world leader in building technologies, the Company is committed to enabling employees to bring their authentic selves to work each day, which in turn adds value, fosters creativity, and inspires change across the organization.

The Company recognizes that it is its people that make the Company exceptional.

The Company has developed robust policies and strategies to support this vision in its operations and its communities, including strategies addressing social impact and employee experience.

The Company is committed to the implementation of its DEI mission, vision and roadmap including a focus on employee experience, business resource groups, learning and development and external impact.

The Company recognizes that fostering a diverse, equitable, and inclusive environment requires ongoing commitment, accountability, and continuous improvement.

The Company regularly assesses its progress, recognizes employee contributions, and holds leaders accountable for driving DEI initiatives.

The Company also creates mechanisms for open dialogue and feedback from employees to ensure that everyone’s voices are heard.

- Attracting Diverse Talent: BRGs are instrumental in positively impacting the attraction of diverse talent to the Company.

BRGs support these efforts through external engagement and support of talent acquisition sourcing initiatives.

The Company’s global flagship Future Leaders Internship Program continues to expand the diversity of its outreach and focus on the skills needed to advance the Company’s growth initiatives.

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

*Building Solutions EMEA/LA:* Building Solutions EMEA/LA designs, sells, 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.

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

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.

In fiscal 2022, approximately 37% of sales originated from product offerings, 39% of sales originated from installations and 24% of sales originated from service offerings.

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

The Company believes that the macroeconomic trends experienced in fiscal 2022 will continue into fiscal 2023.

From time to time, the Company takes action to protect its businesses by asserting its intellectual property rights against third-party infringers.

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

to the Company’s HVAC products and solutions.

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

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

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.

Today, the Company’s focus on employee well-being continues with the utilization of global and regional well-being councils, addressing physical, mental, social and financial aspects of employee 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 new style of platform ladder built to provide a safe working platform for employees.

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

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

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

organization to propel the Company's transformation and future.

The Company believes that all employees and leaders are responsible for creating a diverse and inclusive workplace.

In fiscal 2022, the Company continued to realize meaningful growth in BRG membership.

- Attracting Diverse Talent: The Company commits to having a diverse talent pipeline by partnering with its business units in their workforce planning forecasts, as well as external organizations, to develop initiatives and goals to recruit diverse talent across all leadership and skill areas.

In furtherance of this commitment, the Company 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.

- Facilitating Engagement: The Company launched the Perspectives Listening Series to facilitate honest, courageous and authentic conversations between colleagues on topics that are relevant and important to employees, communities and society as a whole.

Topics covered include next generation leadership, gender equality, the social justice movement and fatherhood.

- Organizational Health: The Company regularly assesses its progress using an Organizational Health Index survey and develops annual health plans comprised of priority initiatives to drive key behaviors and practices that is informed by the survey’s results.

These plans are specifically tailored for each business unit and regularly assessed during the year, with managers accountable for introducing and teaching new skills or toolsets to their teams.

The total

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

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

On November 6, 2023, the Seventh Circuit affirmed the decision of the district court.

disgorgement of profits and damages.

Briefing and oral argument has been completed.

The court has yet to issue a ruling.

For the Fiscal Year Ended September 30, [removed: 2022][added: 2023]

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

| Ordinary Shares, Par Value $0.01 | | | JCI | | | New York Stock Exchange | | | [added: | | | 4.250% Senior Notes due 2035 | | | JCI35 | | | New York Stock Exchange | | |]

| [added: 0.375% Senior Notes due 2027 | | | JCI27 | | | New York Stock Exchange | | | | | |] 4.625% [added: Senior] Notes due [removed: 2023] [added: 2044] | | | [removed: JCI23] [added: JCI44A] | | | New York Stock Exchange | | |

| [removed: 1.000%] [added: 4.900%] Senior Notes due [removed: 2023] [added: 2032] | | | [removed: JCI23A] [added: JCI32A] | | | New York Stock Exchange | | | [added: | | | | | | | | | | | |]

| 3.625% Senior Notes due 2024 | | | JCI24A | | | New York Stock Exchange | | | [added: | | | 6.000% Notes due 2036 | | | JCI36A | | | New York Stock Exchange | | |]

| 1.375% Notes due 2025 | | | JCI25A | | | New York Stock Exchange | | | [added: | | | 5.70% Senior Notes due 2041 | | | JCI41B | | | New York Stock Exchange | | |]

| 3.900% Notes due 2026 | | | JCI26A | | | New York Stock Exchange | | | [added: | | | 5.250% Senior Notes due 2041 | | | JCI41C | | | New York Stock Exchange | | |]

| [removed: 0.375%] [added: 3.000%] Senior Notes due [removed: 2027] [added: 2028] | | | [removed: JCI27] [added: JCI28] | | | New York Stock Exchange | | | [added: | | | 5.125% Notes due 2045 | | | JCI45B | | | New York Stock Exchange | | |]

| [removed: 3.000%] [added: 1.000%] Senior Notes due [removed: 2028] [added: 2032] | | | [removed: JCI28] [added: JCI32] | | | New York Stock Exchange | | | [added: | | | 4.950% Senior Notes due 2064 | | | JCI64A | | | New York Stock Exchange | | |]

| 1.750% Senior Notes due 2030 | | | JCI30 | | | New York Stock Exchange | | | [added: | | | 6.950% Debentures due December 1, 2045 | | | JCI45A | | | New York Stock Exchange | | |]

| 2.000% Sustainability-Linked Senior Notes due 2031 | | | JCI31 | | | New York Stock Exchange | | | [added: | | | 4.500% Senior Notes due 2047 | | | JCI47 | | | New York Stock Exchange | | |]

As of March 31, [removed: 2022,] [added: 2023,] the aggregate market value of Johnson Controls International plc Common Stock held by non-affiliates of the registrant was approximately [removed: $45.5] [added: $41.2] billion based on the closing sales price as reported on the New York Stock Exchange.

As of [removed: October 31, 2022, 686,703,889] [added: November 30, 2023, 680,673,839] 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: 8, 2023] [added: 13, 2024] are incorporated by reference into Part III.

Year Ended September 30, [removed: 2022][added: 2023]

| [CAUTIONARY STATEMENTS FOR FORWARD-LOOKING [removed: INFORMATION](#i4446e085ab7a4535b151d85e28a05e72_10)] [added: INFORMATION](#ib70ae0bb9487417cbb25460b18f516b1_10)] | | | | | | [removed: [3](#i4446e085ab7a4535b151d85e28a05e72_10)] [added: [3](#ib70ae0bb9487417cbb25460b18f516b1_10)] | | |

| ITEM 1. | | | [removed: [BUSINESS](#i4446e085ab7a4535b151d85e28a05e72_16)] [added: [BUSINESS](#ib70ae0bb9487417cbb25460b18f516b1_16)] | | | [removed: [3](#i4446e085ab7a4535b151d85e28a05e72_16)] [added: [3](#ib70ae0bb9487417cbb25460b18f516b1_16)] | | |

| ITEM 1A. | | | [RISK [removed: FACTORS](#i4446e085ab7a4535b151d85e28a05e72_19)] [added: FACTORS](#ib70ae0bb9487417cbb25460b18f516b1_19)] | | | [removed: [11](#i4446e085ab7a4535b151d85e28a05e72_19)] [added: [11](#ib70ae0bb9487417cbb25460b18f516b1_19)] | | |

| ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i4446e085ab7a4535b151d85e28a05e72_22)] [added: COMMENTS](#ib70ae0bb9487417cbb25460b18f516b1_22)] | | | [removed: [24](#i4446e085ab7a4535b151d85e28a05e72_22)] [added: [26](#ib70ae0bb9487417cbb25460b18f516b1_22)] | | |

| ITEM 2. | | | [removed: [PROPERTIES](#i4446e085ab7a4535b151d85e28a05e72_25)] [added: [PROPERTIES](#ib70ae0bb9487417cbb25460b18f516b1_25)] | | | [removed: [24](#i4446e085ab7a4535b151d85e28a05e72_25)] [added: [26](#ib70ae0bb9487417cbb25460b18f516b1_25)] | | |

| ITEM 3. | | | [LEGAL [removed: PROCEEDINGS](#i4446e085ab7a4535b151d85e28a05e72_28)] [added: PROCEEDINGS](#ib70ae0bb9487417cbb25460b18f516b1_28)] | | | [removed: [24](#i4446e085ab7a4535b151d85e28a05e72_28)] [added: [26](#ib70ae0bb9487417cbb25460b18f516b1_28)] | | |

| ITEM 4. | | | [MINE SAFETY [removed: DISCLOSURES](#i4446e085ab7a4535b151d85e28a05e72_31)] [added: DISCLOSURES](#ib70ae0bb9487417cbb25460b18f516b1_31)] | | | [removed: [25](#i4446e085ab7a4535b151d85e28a05e72_31)] [added: [26](#ib70ae0bb9487417cbb25460b18f516b1_31)] | | |

| | | | [EXECUTIVE OFFICERS OF THE [removed: REGISTRANT](#i4446e085ab7a4535b151d85e28a05e72_34)] [added: REGISTRANT](#ib70ae0bb9487417cbb25460b18f516b1_34)] | | | [removed: [25](#i4446e085ab7a4535b151d85e28a05e72_34)] [added: [27](#ib70ae0bb9487417cbb25460b18f516b1_34)] | | |

| [PART [removed: II.](#i4446e085ab7a4535b151d85e28a05e72_37)] [added: II.](#ib70ae0bb9487417cbb25460b18f516b1_37)] | | | | | | | | |

| ITEM 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i4446e085ab7a4535b151d85e28a05e72_40)] [added: SECURITIES](#ib70ae0bb9487417cbb25460b18f516b1_40)] | | | [removed: [27](#i4446e085ab7a4535b151d85e28a05e72_40)] [added: [28](#ib70ae0bb9487417cbb25460b18f516b1_40)] | | |

| ITEM 6. | | | [removed: [\[RESERVED\]](#i4446e085ab7a4535b151d85e28a05e72_43)] [added: [\[RESERVED\]](#ib70ae0bb9487417cbb25460b18f516b1_43)] | | | [removed: [28](#i4446e085ab7a4535b151d85e28a05e72_43)] [added: [29](#ib70ae0bb9487417cbb25460b18f516b1_43)] | | |

| ITEM 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i4446e085ab7a4535b151d85e28a05e72_49)] [added: OPERATIONS](#ib70ae0bb9487417cbb25460b18f516b1_49)] | | | [removed: [28](#i4446e085ab7a4535b151d85e28a05e72_49)] [added: [30](#ib70ae0bb9487417cbb25460b18f516b1_49)] | | |

| ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i4446e085ab7a4535b151d85e28a05e72_193)] [added: RISK](#ib70ae0bb9487417cbb25460b18f516b1_193)] | | | [removed: [45](#i4446e085ab7a4535b151d85e28a05e72_193)] [added: [46](#ib70ae0bb9487417cbb25460b18f516b1_193)] | | |

| ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i4446e085ab7a4535b151d85e28a05e72_196)] [added: DATA](#ib70ae0bb9487417cbb25460b18f516b1_196)] | | | [removed: [46](#i4446e085ab7a4535b151d85e28a05e72_196)] [added: [47](#ib70ae0bb9487417cbb25460b18f516b1_196)] | | |

| ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i4446e085ab7a4535b151d85e28a05e72_316)] [added: DISCLOSURE](#ib70ae0bb9487417cbb25460b18f516b1_322)] | | | [removed: [109](#i4446e085ab7a4535b151d85e28a05e72_316)] [added: [106](#ib70ae0bb9487417cbb25460b18f516b1_322)] | | |

| ITEM 9A. | | | [CONTROLS AND [removed: PROCEDURES](#i4446e085ab7a4535b151d85e28a05e72_319)] [added: PROCEDURES](#ib70ae0bb9487417cbb25460b18f516b1_325)] | | | [removed: [109](#i4446e085ab7a4535b151d85e28a05e72_319)] [added: [107](#ib70ae0bb9487417cbb25460b18f516b1_325)] | | |

| ITEM 9B. | | | [OTHER [removed: INFORMATION](#i4446e085ab7a4535b151d85e28a05e72_322)] [added: INFORMATION](#ib70ae0bb9487417cbb25460b18f516b1_328)] | | | [removed: [110](#i4446e085ab7a4535b151d85e28a05e72_322)] [added: [108](#ib70ae0bb9487417cbb25460b18f516b1_328)] | | |

| ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i4446e085ab7a4535b151d85e28a05e72_325)] [added: INSPECTIONS](#ib70ae0bb9487417cbb25460b18f516b1_331)] | | | [removed: [110](#i4446e085ab7a4535b151d85e28a05e72_325)] [added: [110](#ib70ae0bb9487417cbb25460b18f516b1_331)] | | |

| ITEM 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i4446e085ab7a4535b151d85e28a05e72_331)] [added: GOVERNANCE](#ib70ae0bb9487417cbb25460b18f516b1_337)] | | | [removed: [110](#i4446e085ab7a4535b151d85e28a05e72_331)] [added: [110](#ib70ae0bb9487417cbb25460b18f516b1_337)] | | |

| ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#i4446e085ab7a4535b151d85e28a05e72_334)] [added: COMPENSATION](#ib70ae0bb9487417cbb25460b18f516b1_340)] | | | [removed: [110](#i4446e085ab7a4535b151d85e28a05e72_334)] [added: [110](#ib70ae0bb9487417cbb25460b18f516b1_340)] | | |

| ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i4446e085ab7a4535b151d85e28a05e72_337)] [added: MATTERS](#ib70ae0bb9487417cbb25460b18f516b1_343)] | | | [removed: [111](#i4446e085ab7a4535b151d85e28a05e72_337)] [added: [110](#ib70ae0bb9487417cbb25460b18f516b1_343)] | | |

| ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i4446e085ab7a4535b151d85e28a05e72_340)] [added: INDEPENDENCE](#ib70ae0bb9487417cbb25460b18f516b1_346)] | | | [removed: [111](#i4446e085ab7a4535b151d85e28a05e72_340)] [added: [111](#ib70ae0bb9487417cbb25460b18f516b1_346)] | | |

| ITEM 14. | | | [PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES](#i4446e085ab7a4535b151d85e28a05e72_343)] [added: SERVICES](#ib70ae0bb9487417cbb25460b18f516b1_349)] | | | [removed: [111](#i4446e085ab7a4535b151d85e28a05e72_343)] [added: [111](#ib70ae0bb9487417cbb25460b18f516b1_349)] | | |

| ITEM 15. | | | [removed: [EXHIBITS,] [added: [EXHIBIT AND] FINANCIAL STATEMENT [removed: SCHEDULES](#i4446e085ab7a4535b151d85e28a05e72_349)] [added: SCHEDULES](#ib70ae0bb9487417cbb25460b18f516b1_355)] | | | [removed: [112](#i4446e085ab7a4535b151d85e28a05e72_349)] [added: [112](#ib70ae0bb9487417cbb25460b18f516b1_355)] | | |

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

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I.](#ib70ae0bb9487417cbb25460b18f516b1_13) | | | | | | | | |

| ITEM 1C. | | | [CYBERSECURITY](#ib70ae0bb9487417cbb25460b18f516b1_3045) | | | [26](#ib70ae0bb9487417cbb25460b18f516b1_3045) | | |

| [PART III.](#ib70ae0bb9487417cbb25460b18f516b1_334) | | | | | | | | |

| [PART IV.](#ib70ae0bb9487417cbb25460b18f516b1_352) | | | | | | | | |

| | | | [SIGNATURES](#ib70ae0bb9487417cbb25460b18f516b1_364) | | | [118](#ib70ae0bb9487417cbb25460b18f516b1_364) | | |

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

| 1.000% Senior Notes due 2032 | | | JCI32 | | | New York Stock Exchange | | |

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

| 6.000% Notes due 2036 | | | JCI36A | | | New York Stock Exchange | | |

| 5.70% Senior Notes due 2041 | | | JCI41B | | | New York Stock Exchange | | |

| 5.250% Senior Notes due 2041 | | | JCI41C | | | New York Stock Exchange | | |

| 4.625% Senior Notes due 2044 | | | JCI44A | | | New York Stock Exchange | | |

| 5.125% Notes due 2045 | | | JCI45B | | | New York Stock Exchange | | |

| 6.950% Debentures due December 1, 2045 | | | JCI45A | | | New York Stock Exchange | | |

| 4.500% Senior Notes due 2047 | | | JCI47 | | | New York Stock Exchange | | |

| 4.950% Senior Notes due 2064 | | | JCI64A | | | New York Stock Exchange | | |

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

| [PART III.](#i4446e085ab7a4535b151d85e28a05e72_328) | | | | | | | | |

| [PART IV.](#i4446e085ab7a4535b151d85e28a05e72_346) | | | | | | | | |

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

Requirement not yet applicable to the Company.

At September 30, [removed: 2022,] [added: 2023,] these properties totaled approximately 40 million square feet of floor space of which 12 million square feet are owned and 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 [removed: November 15, 2022] [added: December 14, 2023] 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: 8, 2023.][added: 13, 2024.]

[removed: *Tomas Brannemo*, 51,] [added: *Marc Vandiepenbeeck,* 45,] has served as Vice President and President, Building Solutions, Europe, Middle East, Africa and Latin America since [removed: September 2019.][added: August 2023.]

*John Donofrio,* [removed: 60,] [added: 62,] has served as Executive Vice President and General Counsel of the Company since November 2017.

[removed: Ellis*, 66,] [added: *Marlon Sullivan, 50*,] has served as Executive Vice President and Chief [removed: Customer & Digital] [added: Human Resources] Officer since [removed: October 2019.][added: September 2021.]

*Olivier Leonetti,* [removed: 57,] [added: 59,] has served as Chief Financial Officer since November 2020.

[removed: *Nathan Manning*, 46,] [added: *Julie Brandt,* 49,] has served as Vice President and President, Building Solutions, North America since [removed: October 2020.][added: April 2023.]

He [removed: previously] [added: also] served as Vice President and General Manager, Field Operations, from March 2020 to October 2020 and Vice President and General Manager, HVAC and Controls Building Solutions North America, from January 2019 to March 2020.

“Skip” McConeghy,* [removed: 56,] [added: 57,] has served as Vice President, Chief Accounting and Tax Officer since June 2022.

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

*Anu Rathninde*, [removed: 52,] [added: 53,] has served as Vice President and President, Building Solutions, Asia Pacific since May 2022.

*Lei Zhang Schlitz*, [removed: 56, was appointed] [added: 57, has served as] Vice President and President, Global Products, [removed: in] [added: since] November 2022.

Prior to joining Johnson Controls, Ms. Brandt served as Executive Vice President and General Manager, North America Western Region at Otis Worldwide Corp, an elevator and escalator manufacturing, installation and service company, from September 2020 until April 2023.

While at Otis, Ms. Brandt also served in roles of increasing responsibility from 2000 until 2020, including Executive Vice President and Chief Transformation Officer, from January 2019 until August 2020 and as Managing Director, Hong Kong, Macau and Taiwan, from January 2016 until December 2018.

*Nathan Manning*, 47, has served as Vice President and Chief Operations Officer, Global Field Operations, since December 2022.

He previously served as Vice President and President, Building Solutions, North America from October 2020 until March 2023.

Electric divisions.

From 2005 until 2023, Mr. Vandiepenbeeck served in roles of increasing responsibility at Johnson Controls, including Vice President, Finance in 2023, Vice President of Finance, Building Solutions North America, from 2021 through 2023, Vice President and Treasurer, from 2019 until 2021 and Treasurer, Asia Pacific, Middle East, Hong Kong/Shanghai and China, from 2012 until 2015.

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

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

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

*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.

*Michael J.

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

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

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

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

Mr. Ellis also served as a director on the board of CBRE Acquisition Holdings Inc. from 2021 to 2022.

*Ganesh Ramaswamy,* 54*,* has served as Vice President and President, Global Services for Johnson Controls since December 2019.

From 2015 to 2019, Mr. Ramaswamy served in various executive leadership roles at Danaher Corporation, a diversified manufacturer of life sciences, diagnostics, and industrial products and services, including Senior Vice President, High Growth markets—Beckman Coulter, President, Videojet Technologies, and, most recently, as Danaher Vice President & Group Executive, Marking & Coding.

From 2011 to 2015, Mr. Ramaswamy served in various executive roles at Pentax Medical, a provider of endoscopic imaging devices and solutions, including as President of Pentax Medical from 2013 to 2015.

Earlier in his career, Mr. Ramaswamy served in various roles of increasing responsibility with the General Electric Company across product development, service operations, and general management.

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

*Marlon Sullivan,* 48, became Executive Vice President and Chief Human Resources Officer in September 2021.

| Ordinary Shares, $0.01 par value | | | [removed: 29,935] [added: 28,519] | | |

During fiscal [removed: 2022,] [added: 2023,] the Company repurchased [removed: approximately $1.4 billion] [added: $625 million] of its ordinary shares on [removed: an] [added: the] open market.

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: 2022.][added: 2023.]

During the three months ended September 30, [removed: 2022,] [added: 2023,] 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: 2017] [added: 2018] and the reinvestment of all dividends since that date.

[removed: ][added: ]

| Title of Class | | | as of November 30, 2023 | | |

As of September 30, 2023, approximately $3.0 billion remains available under the share repurchase program which was authorized by the Company's Board of Directors in March 2021.

| 7/1/23 - 7/31/23 | | | 178,302 | | | | | | $ | 67.86 | | | | | 178,302 | | | | | | $ | 2,989,400,398 | |

| 8/1/23 - 8/31/23 | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| 9/1/23 - 9/30/23 | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Title of Class | | | as of October 31, 2022 | | |

In March 2021, the Company's Board of Directors approved a $4.0 billion increase to the Company's share repurchase authorization, adding to the $2.0 billion remaining as of December 31, 2020 under the prior share repurchase authorization approved in 2019.

As of September 30, 2022, approximately $3.6 billion remains available under the share repurchase authorization.

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

| [Report of Independent Registered Public Accounting [removed: Firm](#i4446e085ab7a4535b151d85e28a05e72_199)] [added: Firm](#ib70ae0bb9487417cbb25460b18f516b1_199)] (PCAOB ID 238) | | | [removed: [47](#i4446e085ab7a4535b151d85e28a05e72_199)] [added: [48](#ib70ae0bb9487417cbb25460b18f516b1_199)] | | |

| [Consolidated Statements of Income for the years ended September 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i4446e085ab7a4535b151d85e28a05e72_202)] [added: 2021](#ib70ae0bb9487417cbb25460b18f516b1_202)] | | | [removed: [50](#i4446e085ab7a4535b151d85e28a05e72_202)] [added: [51](#ib70ae0bb9487417cbb25460b18f516b1_202)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended September 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i4446e085ab7a4535b151d85e28a05e72_205)] [added: 2021](#ib70ae0bb9487417cbb25460b18f516b1_205)] | | | [removed: [51](#i4446e085ab7a4535b151d85e28a05e72_205)] [added: [52](#ib70ae0bb9487417cbb25460b18f516b1_205)] | | |

| [Consolidated Statements of Financial Position as of September 30, [removed: 2022] [added: 2023] and [removed: 2021](#i4446e085ab7a4535b151d85e28a05e72_208)] [added: 2022](#ib70ae0bb9487417cbb25460b18f516b1_208)] | | | [removed: [52](#i4446e085ab7a4535b151d85e28a05e72_208)] [added: [53](#ib70ae0bb9487417cbb25460b18f516b1_208)] | | |

| [Consolidated Statements of Cash Flows for the years ended September 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i4446e085ab7a4535b151d85e28a05e72_211)] [added: 2021](#ib70ae0bb9487417cbb25460b18f516b1_211)] | | | [removed: [53](#i4446e085ab7a4535b151d85e28a05e72_211)] [added: [54](#ib70ae0bb9487417cbb25460b18f516b1_211)] | | |

| [Consolidated Statements of Shareholders' Equity for the years ended September 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i4446e085ab7a4535b151d85e28a05e72_2993)] [added: 2021](#ib70ae0bb9487417cbb25460b18f516b1_214)] | | | [removed: [54](#i4446e085ab7a4535b151d85e28a05e72_2993)] [added: [55](#ib70ae0bb9487417cbb25460b18f516b1_214)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i4446e085ab7a4535b151d85e28a05e72_217)] [added: Statements](#ib70ae0bb9487417cbb25460b18f516b1_220)] | | | [removed: [55](#i4446e085ab7a4535b151d85e28a05e72_217)] [added: [56](#ib70ae0bb9487417cbb25460b18f516b1_220)] | | |

| [1. Summary of Significant Accounting [removed: Policies](#i4446e085ab7a4535b151d85e28a05e72_220)] [added: Policies](#ib70ae0bb9487417cbb25460b18f516b1_223)] | | | [removed: [55](#i4446e085ab7a4535b151d85e28a05e72_220)] [added: [56](#ib70ae0bb9487417cbb25460b18f516b1_223)] | | |

| [2. Acquisitions and [removed: Divestitures](#i4446e085ab7a4535b151d85e28a05e72_223)] [added: Divestitures](#ib70ae0bb9487417cbb25460b18f516b1_226)] | | | [removed: [64](#i4446e085ab7a4535b151d85e28a05e72_223)] [added: [65](#ib70ae0bb9487417cbb25460b18f516b1_226)] | | |

[removed: | [3. Assets and Liabilities Held for Sale & Discontinued Operations](#i4446e085ab7a4535b151d85e28a05e72_226) | | | [65](#i4446e085ab7a4535b151d85e28a05e72_226) | | |][added: ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS]

| [removed: [5.] Accounts [removed: Receivable](#i4446e085ab7a4535b151d85e28a05e72_232)] [added: receivable] | | | [removed: [68](#i4446e085ab7a4535b151d85e28a05e72_232)] | | | [added: 15 | | |]

| [7. Property, Plant and [removed: Equipment](#i4446e085ab7a4535b151d85e28a05e72_238)] [added: Equipment](#ib70ae0bb9487417cbb25460b18f516b1_241)] | | | [removed: [69](#i4446e085ab7a4535b151d85e28a05e72_238)] [added: [70](#ib70ae0bb9487417cbb25460b18f516b1_241)] | | |

| [8. Goodwill and Other Intangible [removed: Assets](#i4446e085ab7a4535b151d85e28a05e72_241)] [added: Assets](#ib70ae0bb9487417cbb25460b18f516b1_244)] | | | [removed: [70](#i4446e085ab7a4535b151d85e28a05e72_241)] [added: [70](#ib70ae0bb9487417cbb25460b18f516b1_244)] | | |

| [10. Debt and Financing [removed: Arrangements](#i4446e085ab7a4535b151d85e28a05e72_247)] [added: Arrangements](#ib70ae0bb9487417cbb25460b18f516b1_250)] | | | [removed: [73](#i4446e085ab7a4535b151d85e28a05e72_247)] [added: [73](#ib70ae0bb9487417cbb25460b18f516b1_250)] | | |

| [11. Derivative Instruments and Hedging [removed: Activities](#i4446e085ab7a4535b151d85e28a05e72_253)] [added: Activities](#ib70ae0bb9487417cbb25460b18f516b1_256)] | | | [removed: [75](#i4446e085ab7a4535b151d85e28a05e72_253)] [added: [75](#ib70ae0bb9487417cbb25460b18f516b1_256)] | | |

| [12. Fair Value [removed: Measurements](#i4446e085ab7a4535b151d85e28a05e72_259)] [added: Measurements](#ib70ae0bb9487417cbb25460b18f516b1_262)] | | | [removed: [79](#i4446e085ab7a4535b151d85e28a05e72_259)] [added: [79](#ib70ae0bb9487417cbb25460b18f516b1_262)] | | |

| [14. Earnings Per [removed: Share](#i4446e085ab7a4535b151d85e28a05e72_268)] [added: Share](#ib70ae0bb9487417cbb25460b18f516b1_271)] | | | [removed: [83](#i4446e085ab7a4535b151d85e28a05e72_268)] [added: [83](#ib70ae0bb9487417cbb25460b18f516b1_271)] | | |

| [16. Retirement [removed: Plans](#i4446e085ab7a4535b151d85e28a05e72_280)] [added: Plans](#ib70ae0bb9487417cbb25460b18f516b1_283)] | | | [removed: [84](#i4446e085ab7a4535b151d85e28a05e72_280)] [added: [84](#ib70ae0bb9487417cbb25460b18f516b1_283)] | | |

| [removed: [17. Significant] Restructuring and [removed: Impairment Costs](#i4446e085ab7a4535b151d85e28a05e72_283)] [added: impairment costs] | | | [removed: [92](#i4446e085ab7a4535b151d85e28a05e72_283)] [added: 11] | | | [added: | | | 40 | | | | | | (9) | | |]

| [18. Income [removed: Taxes](#i4446e085ab7a4535b151d85e28a05e72_289)] [added: Taxes](#ib70ae0bb9487417cbb25460b18f516b1_292)] | | | [removed: [93](#i4446e085ab7a4535b151d85e28a05e72_289)] [added: [92](#ib70ae0bb9487417cbb25460b18f516b1_292)] | | |

| [19. Segment [removed: Information](#i4446e085ab7a4535b151d85e28a05e72_295)] [added: Information](#ib70ae0bb9487417cbb25460b18f516b1_298)] | | | [removed: [97](#i4446e085ab7a4535b151d85e28a05e72_295)] [added: [96](#ib70ae0bb9487417cbb25460b18f516b1_298)] | | |

| [21. Commitments and [removed: Contingencies](#i4446e085ab7a4535b151d85e28a05e72_307)] [added: Contingencies](#ib70ae0bb9487417cbb25460b18f516b1_310)] | | | [removed: [101](#i4446e085ab7a4535b151d85e28a05e72_307)] [added: [100](#ib70ae0bb9487417cbb25460b18f516b1_310)] | | |

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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the related consolidated statements of income, of comprehensive income, of shareholders' [removed: equity,] [added: equity] and of cash flows for each of the three years in the period ended September 30, [removed: 2022,] [added: 2023,] including the related notes [removed: 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended September 30, [removed: 2022] [added: 2023] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company [removed: maintained,] [added: did not maintain,] in all material respects, effective internal control over financial reporting as of September 30, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the [removed: COSO.][added: COSO because a material weakness in internal control over financial reporting existed as of that date related to]

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial [removed: reporting,] [added: reporting] included in [removed: Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A.][added: management’s report referred to above.]

[added: 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 on the assessed risk.

| (in millions, except per share data) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| [removed: Net sales] [added: Net Sales] | | | | | | | | | | | | | | | | | |

| Products and systems | | | $ | [removed: 19,274] [added: 20,251] | | | | | $ | [removed: 17,202] [added: 19,274] | | | | | $ | [removed: 16,253] [added: 17,202] | |

| Services | | | [removed: 6,025] [added: 6,542] | | | | | | [removed: 6,466] [added: 6,025] | | | | | | [removed: 6,064] [added: 6,466] | | |

| | | | [removed: 25,299] [added: 26,793] | | | | | | [removed: 23,668] [added: 25,299] | | | | | | [removed: 22,317] [added: 23,668] | | |

| Products and systems | | | [removed: 13,533] [added: 14,031] | | | | | | [removed: 11,848] [added: 13,533] | | | | | | [removed: 11,401] [added: 11,848] | | |

| Services | | | [removed: 3,423] [added: 3,791] | | | | | | [removed: 3,761] [added: 3,423] | | | | | | [removed: 3,505] [added: 3,761] | | |

| | | | [removed: 16,956] [added: 17,822] | | | | | | [removed: 15,609] [added: 16,956] | | | | | | [removed: 14,906] [added: 15,609] | | |

| Gross profit | | | [removed: 8,343] [added: 8,971] | | | | | | [removed: 8,059] [added: 8,343] | | | | | | [removed: 7,411] [added: 8,059] | | |

| Selling, general and administrative expenses | | | [removed: (5,945)] [added: (6,181)] | | | | | | [removed: (5,258)] [added: (5,945)] | | | | | | [removed: (5,665)] [added: (5,258)] | | |

| Restructuring and impairment costs | | | [removed: (721)] [added: (1,064)] | | | | | | [removed: (242)] [added: (721)] | | | | | | [removed: (783)] [added: (242)] | | |

| Net financing charges | | | [removed: (213)] [added: (281)] | | | | | | [removed: (206)] [added: (213)] | | | | | | [removed: (231)] [added: (206)] | | |

| [4. Revenue Recognition](#ib70ae0bb9487417cbb25460b18f516b1_232) | | | [68](#ib70ae0bb9487417cbb25460b18f516b1_232) | | |

| [6. Inventories](#ib70ae0bb9487417cbb25460b18f516b1_238) | | | [69](#ib70ae0bb9487417cbb25460b18f516b1_238) | | |

| [9. Leases](#ib70ae0bb9487417cbb25460b18f516b1_247) | | | [72](#ib70ae0bb9487417cbb25460b18f516b1_247) | | |

| [13. Stock-Based Compensation](#ib70ae0bb9487417cbb25460b18f516b1_265) | | | [81](#ib70ae0bb9487417cbb25460b18f516b1_265) | | |

| [15. Equity](#ib70ae0bb9487417cbb25460b18f516b1_277) | | | [83](#ib70ae0bb9487417cbb25460b18f516b1_277) | | |

| [17. Restructuring and Related Costs](#ib70ae0bb9487417cbb25460b18f516b1_286) | | | [91](#ib70ae0bb9487417cbb25460b18f516b1_286) | | |

| [20. Guarantees](#ib70ae0bb9487417cbb25460b18f516b1_307) | | | [99](#ib70ae0bb9487417cbb25460b18f516b1_307) | | |

| [22. Subsequent Events](#ib70ae0bb9487417cbb25460b18f516b1_316) | | | [106](#ib70ae0bb9487417cbb25460b18f516b1_316) | | |

ineffective design and maintenance of information technology controls to prevent or detect, on a timely basis, unauthorized access to certain of the Company's financial reporting systems.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness referred to above is described in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A.

We considered this material weakness in determining the nature, timing, and extent of audit tests applied in our audit of the 2023 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements.

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded FM:Systems from its assessment of internal control over financial reporting as of September 30, 2023 because it was acquired by the Company in a purchase business combination in July 2023.

We have also excluded FM:Systems from our audit of internal

control over financial reporting.

FM:Systems is a wholly-owned subsidiary 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, 2023.

*Revenue Recognition from Certain Contracts with Customers*

As described in Notes 1 and 4 to the consolidated financial statements, the Company recognized $26,793 million of net sales for the year ended September 30, 2023, of which a majority relates to certain over time and point in time contracts with customers.

Changes to the original estimates may be required during the life of the contract and estimated losses are recorded when identified.

In other cases, the Company recognizes revenue at the point in time when control over the goods or services transfers to the customer.

The principal considerations for our determination that performing procedures relating to revenue recognition from certain contracts with customers is a critical audit matter are a high degree of auditor effort in performing procedures and evaluating audit evidence related to the revenue recognized on certain of the Company's over time and point in time contracts with customers.

These procedures included testing the effectiveness of controls relating to the revenue recognition process for the Company’s over time and point in time contracts with customers.

These procedures also included, among others, evaluating the appropriateness of the timing and amount of revenue recognized for a sample of over time and point in time contracts with customers.

Evaluating the appropriateness of the timing and amount of revenue recognized for certain over time contracts with customers involved (i) obtaining and inspecting source documents, such as contracts or service tickets, change orders, and evidence of progress towards completion or services delivered; (ii) evaluating the appropriateness of the over time revenue recognition methods; (iii) testing, on a sample basis for certain over time contracts, the costs incurred to date; and (iv) performing a comparison of estimated gross margin in the prior year to gross margin at

completion of the arrangement in the current year for certain over time contracts with customers.

Evaluating the appropriateness of the timing and amount of revenue recognized for certain point in time contracts with customers involved (i) obtaining and inspecting source documents, such as contracts or purchase orders, evidence of goods delivered, and consideration received in exchange for those goods and (ii) evaluating the appropriateness of the point in time revenue recognition method.

| Inventories | | | 2,776 | | | | | | 2,665 | | |

| Goodwill | | | 17,936 | | | | | | 17,350 | | |

| (in millions) | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Income attributable to noncontrolling interests | | | 184 | | | | | | 191 | | | | | | 233 | | |

| Net proceeds (payments) from borrowings with maturities less than three months | | | (51) | | | | | | 379 | | | | | | (18) | | |

| Proceeds from debt | | | 1,173 | | | | | | 1,771 | | | | | | 734 | | |

| Repayments of debt | | | (1,555) | | | | | | (184) | | | | | | (744) | | |

| (in millions) | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| Comprehensive income attributable to noncontrolling interests | | | 168 | | | | | | 69 | | | | | | 253 | | |

The purchase price of acquired businesses is allocated to the related identifiable assets and liabilities based on estimated fair values.

The excess of the purchase price over the amount allocated to the assets and liabilities, if any, is recorded as goodwill.

In addition, any contingent consideration is recorded at the estimated fair value as of the date of the acquisition and is recorded as part of the purchase price.

This estimate is updated in future periods and any changes in the estimate, which are not considered an adjustment to the purchase price, are recorded in our consolidated statements of operations.

Amounts paid in excess of the estimated contingent earn-out liabilities on the acquisition date are reflected as operating cash outflows.

| | | | | | |

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

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

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

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

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

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

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

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


*Change in Accounting Principle*

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

Our audit of internal

*Uncertain Tax Positions*

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

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

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

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

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

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.

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

The principal considerations for our determination that performing procedures relating to uncertain tax positions is a critical audit matter are (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 subjective, and (iv) the audit effort involved the use of professionals with specialized skill and knowledge.

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

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 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.

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.

| November 15, 2022 | | |

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

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

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

| Accounts receivable - net | | | 5,528 | | | | | | 5,613 | | |

| Inventories | | | 2,510 | | | | | | 2,057 | | |

| Goodwill | | | 17,328 | | | | | | 18,335 | | |

| Noncurrent assets held for sale | | | 751 | | | | | | 156 | | |

| Accounts payable | | | 4,241 | | | | | | 3,746 | | |

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

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

| Business divestitures, net of cash divested | | | 16 | | | | | | 19 | | | | | | 135 | | |

| Repayment of long-term debt | | | (184) | | | | | | (507) | | | | | | (1,386) | | |

| Cash paid to acquire a noncontrolling interest | | | (1) | | | | | | (14) | | | | | | (132) | | |

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

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of [removed: the end of the period covered by this report.][added: September 30, 2023.]

[removed: Based on such evaluations, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the] [added: The] Company’s disclosure controls and procedures are [removed: effective in recording, processing, summarizing, and reporting, on a timely basis,] [added: designed to ensure that] information required to be disclosed by the Company in the reports [removed: that] it files or submits under the Exchange Act, [added: is recorded, processed, summarized] and [added: reported, within the time periods specified in the Commissions’ rules and forms, and] that [added: such] information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as [removed: appropriate,] [added: appropriate] to allow timely decisions regarding required disclosure.

Based on this evaluation, [added: due to] the [added: material weakness described below, the] Company’s management has concluded that, as of September 30, [removed: 2022,] [added: 2023,] the [removed: Company’s] [added: Company did not maintain effective] internal control over financial [removed: reporting was effective.][added: reporting.]

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the [removed: Company’s consolidated financial statements and the] effectiveness of [added: the Company's] internal control over financial reporting as of September 30, [removed: 2022] [added: 2023] as stated in its report which is included in Item 8 of this Form [removed: 10-K and is incorporated by reference herein.][added: 10-K.]

There [removed: have been] [added: were] no changes in the Company’s internal control over financial reporting during the quarter ended September 30, [removed: 2022,] [added: 2023,] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Based on such evaluations, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2023, the Company’s disclosure controls and procedures were not effective because of the material weakness in its internal control over financial reporting described below.

Notwithstanding the material weakness in internal control over financial reporting described below, management believes and has concluded that the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, the Company’s financial position, results of operations and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of its financial statements will not be prevented or detected on a timely basis.

The Company did not maintain sufficient information technology controls to prevent or detect, on a timely basis, unauthorized access to certain of its financial reporting systems.

Specifically, the Company did not design and maintain effective controls related to access monitoring, intrusion detection and response capability, patch management and backup and recovery such that recovery from a cybersecurity incident could be performed in a timely manner.

This material weakness could result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

However, this material weakness did not result in a misstatement to the annual or interim consolidated financial statements previously filed or included in this Annual Report on Form 10-K.

Management has excluded FM:Systems, which the Company acquired in July 2023, from its assessment of internal control over financial reporting as of September 30, 2023.

FM:Systems is a wholly owned subsidiary of the Company whose total assets and total revenues excluded from management's assessment represented less than 1% each of the related consolidated financial statement amounts for the Company as of and for the year ended September 30, 2023.

Remediation Plan for Material Weakness in Internal Control Over Financial Reporting

The Company is committed to remediating the above noted material weakness and has actively implemented measures designed to help ensure the material weakness is remediated as soon as possible.

Although some remediation measures have been completed, other actions with respect to the Company’s remediation plan are ongoing and include, among other things, the following:

- engaging security specialists to assist in the review, assessment and remediation of the Company's IT controls;

- additional strengthening of access requirements and unauthorized access detection to the Company's financial reporting systems; and

- implementing additional procedures to facilitate more effective backup and recovery of the Company's financial reporting systems.

Though the remediation plan is subject to continual review and revision, the Company expects the remediation plan described above will address the identified material weakness.

The remediation plan is subject to oversight by the Audit Committee of the Board of Directors and the identified material weakness will not be considered remediated until the remediation plan has been fully implemented, the applicable controls operate for a sufficient period of time, and the Company has concluded that newly implemented controls are operating effectively.

Officer Rule 10b5-1 Plans

During the three months ended September 30, 2023, the following officers adopted, amended or terminated a contract, instruction or written plan for the purchase or sale of securities of the Company intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) (a “Rule 10b5–1 trading arrangement”):

On August 8, 2023, Marc Vandiepenbeeck, the Company’s Vice President and President, Building Solutions, Europe, Middle East, Africa and Latin America, entered into a Rule 10b5–1 trading arrangement (the “Vandiepenbeeck 10b5-1 Plan”) during the Company’s third quarter open trading window.

The Vandiepenbeeck 10b5-1 Plan contemplates the sale in regular intervals of up to 12,974 ordinary shares of Company stock issued upon the vesting of restricted stock units and performance stock units.

The restricted stock units and performance stock units are scheduled to vest in December 2023.

The number of shares to be sold under the Vandiepenbeeck 10b5-1 Plan represents the maximum actual number of shares issuable under the applicable restricted stock unit and performance stock unit awards.

The actual number of shares to be sold under the Vandiepenbeeck 10b5-1 Plan will depend on the achievement of applicable performance conditions under the performance share units and the number of shares withheld to satisfy tax obligations upon the vesting of the applicable awards.

The Vandiepenbeeck 10b5-1 Plan is expected to become effective on or about December 20, 2023 and is scheduled to terminate upon the earlier of the sale of all shares contemplated under the Vandiepenbeeck 10b5-1 Plan or December 26, 2024.

Entry into a Material Definitive Agreement; Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On December 11, 2023, the Company entered into a credit agreement (the “New 5-Year Credit Agreement”) among the Company, certain of its subsidiaries party thereto from time to time (together with the Company, the “Borrowers”), the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent.

Under the New 5-Year Credit Agreement, which will mature on December 11, 2028, the Borrowers may obtain revolving loans in an aggregate principal amount of up to $2.5 billion outstanding from time to time, including a $300 million sublimit for the issuance of letters of credit.

The New 5-Year Credit Agreement replaces the Prior 5-Year Credit Agreement (as defined below).

Borrowings under the New 5-Year Credit Agreement will bear interest at the Adjusted Term SOFR Rate (as defined in the New 5-Year Credit Agreement) determined for the interest period or, at the Company’s election, the Base Rate (as defined in the New 5-Year Credit Agreement), plus, in each case, an applicable margin based on the credit rating of the Company’s senior unsecured long-term debt.

The New 5-Year Credit Agreement will also require the Company to pay a facility fee on the

aggregate amount of the lenders’ commitments, whether or not drawn, at a rate determined by reference to the credit rating of the Company’s senior unsecured long-term debt.

Under the New 5-Year Credit Agreement, the interest rate and facility fee rate are subject to upward or downward adjustments if the Company achieves, or fails to achieve, certain specified sustainability targets with respect to greenhouse gas emissions, diverse supplier spend, and water withdrawals in water-stressed locations.

Such upward or downward sustainability adjustments may be up to 4.25 basis points per annum in the case of the interest rate and up to 0.75 basis points per annum in the case of the facility fee rate.

The borrowings under the New 5-Year Credit Agreement will be used for general business purposes and will not be secured with liens on any of the Company’s or its subsidiaries’ assets.

The Company will guarantee all borrowings by the subsidiary Borrowers under the New 5-Year Credit Agreement.

The New 5-Year Credit Agreement contains various restrictions and covenants applicable to the Company and, with certain exceptions, its subsidiaries.

Among other requirements, the Company must maintain consolidated shareholders’ equity of at least $3.5 billion.

The New 5-Year Credit Agreement also contains customary events of default.

If an event of default under the New 5-Year Credit Agreement occurs and is continuing, then the administrative agent may terminate the lender commitments under the New 5-Year Credit Agreement and declare any outstanding obligations thereunder to be immediately due and payable.

In addition, if the Company or any of its significant subsidiaries becomes the subject of voluntary or involuntary proceedings under any bankruptcy, insolvency or similar law, then any outstanding obligations under the New 5-Year Credit Agreement will automatically become immediately due and payable.

The foregoing description of the New 5-Year Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the New 5-Year Credit Agreement filed herewith as Exhibit 10.1 and incorporated herein by reference.

In the ordinary course of business, certain of the lenders under the New 5-Year Credit Agreement and their affiliates have provided, and may in the future provide, investment banking, commercial banking, cash management, foreign exchange or other financial services to the Company and/or one or more of its subsidiaries for which they have received, and may in the future receive, compensation.

On December 11, 2023, the Company also entered into a 364-day credit agreement (the “364-Day Credit Agreement”) among the Company, the other Borrowers party thereto from time to time, the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent.

The 364-Day Credit Agreement is being entered into simultaneously with the New 5-Year Credit Agreement, with a collection of parties substantively similar to those party to the New 5-Year Credit Agreement, and on terms substantively similar to those set forth in the New 5-Year Credit Agreement.

Accordingly, while the Company does not consider the 364-Day Credit Agreement to be a material agreement, a description of the 364-Day Credit Agreement is being included in this filing as information supplemental to disclosure of the New 5-Year Credit Agreement.

Under the 364-Day Credit Agreement, the Borrowers may obtain revolving loans in an aggregate principal amount of up to $500 million outstanding from time to time prior to December 9, 2024 (the “Commitment Termination Date”).

Prior to the Commitment Termination Date, by notice to the administrative agent and subject to certain other conditions set forth in the 364-Day Credit Agreement including the absence of any default thereunder, the Company may elect to convert all or a ratable portion of the outstanding revolving loans under the 364-Day Credit Agreement into term loans (the “Term-Out Option”) that will mature on the first anniversary of the Commitment Termination Date.

The Borrowers will pay a fee to the lenders under the 364-Day Credit Agreement equal to 1.00% of the aggregate principal amount of any outstanding revolving loans converted into term loans pursuant to the Term-Out Option.

Termination of a Material Definitive Agreement

On December 11, 2023, the credit agreement, dated as of December 5, 2019, among the Company, certain of its subsidiaries party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (as amended, supplemented or otherwise modified, the “Prior 5-Year Credit Agreement”), was terminated and replaced by the New 5-Year Credit Agreement.

Under the Prior 5-Year Credit Agreement, the borrowers thereunder were able to obtain revolving loans in an aggregate principal amount of up to $2.5 billion outstanding from time to time, including a $300 million sublimit for the issuance of letters of credit.

Borrowings under the Prior 5-Year Credit Agreement were not secured with liens on any of the Company’s or its subsidiaries’ assets, and the Prior 5-Year Credit Agreement contained customary events of default and financial and other covenants.

On December 11, 2023, there were no loans outstanding under the Prior 5-Year Credit Agreement.

None.

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: 2022)] [added: 2023)] for its annual meeting to be held on March [removed: 8, 2023,] [added: 13, 2024,] 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: 8, 2023] [added: 13, 2024] (the “Johnson Controls Proxy Statement”) and is incorporated by reference herein.

The information required by Item 402 of Regulation S-K is contained under the captions “Compensation Discussion & Analysis” (excluding the information under the caption “Compensation Committee Report on Executive Compensation”), “Executive Compensation Tables” [removed: and] “Compensation of Non-Employee Directors” [added: and “CEO Pay Ratio”] of the Johnson Controls Proxy Statement.

[removed: Both Plans authorize] [added: The Johnson Controls International plc 2021 Equity and Incentive Plan authorizes] stock options, stock appreciation rights, restricted (non-vested) stock/units, performance shares, performance units and other stock-based awards.

The following table provides information about the Company's equity compensation plans as of September 30, [removed: 2022:][added: 2023:]

Annual awards are typically granted in the first quarter of the fiscal year.

| Equity compensation plans approved by shareholders | | | | | | 4,919,916 | | | | | | $ | 45.44 | | | | | 41,213,340 | | |

| Total | | | | | | 4,919,916 | | | | | | $ | 45.44 | | | | | 41,213,340 | | |

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

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

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

| [Report of Independent Registered Public Accounting [removed: Firm](#i4446e085ab7a4535b151d85e28a05e72_199)] [added: Firm](#ib70ae0bb9487417cbb25460b18f516b1_199)] | | | | | | [removed: [47](#i4446e085ab7a4535b151d85e28a05e72_199)] [added: [48](#ib70ae0bb9487417cbb25460b18f516b1_199)] | | |

| [Consolidated Statements of Income for the years ended September 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i4446e085ab7a4535b151d85e28a05e72_202)] [added: 2021](#ib70ae0bb9487417cbb25460b18f516b1_202)] | | | | | | [removed: [50](#i4446e085ab7a4535b151d85e28a05e72_202)] [added: [51](#ib70ae0bb9487417cbb25460b18f516b1_202)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended September 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i4446e085ab7a4535b151d85e28a05e72_205)] [added: 2021](#ib70ae0bb9487417cbb25460b18f516b1_205)] | | | | | | [removed: [51](#i4446e085ab7a4535b151d85e28a05e72_205)] [added: [52](#ib70ae0bb9487417cbb25460b18f516b1_205)] | | |

| [Consolidated Statements of Financial Position at September 30, [removed: 2022] [added: 2023] and [removed: 2021](#i4446e085ab7a4535b151d85e28a05e72_208)] [added: 2022](#ib70ae0bb9487417cbb25460b18f516b1_208)] | | | | | | [removed: [52](#i4446e085ab7a4535b151d85e28a05e72_208)] [added: [53](#ib70ae0bb9487417cbb25460b18f516b1_208)] | | |

| [Consolidated Statements of Cash Flows for the years ended September 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i4446e085ab7a4535b151d85e28a05e72_211)] [added: 2021](#ib70ae0bb9487417cbb25460b18f516b1_211)] | | | | | | [removed: [53](#i4446e085ab7a4535b151d85e28a05e72_211)] [added: [54](#ib70ae0bb9487417cbb25460b18f516b1_211)] | | |

| [Consolidated Statements of Shareholders’ Equity for the years ended September 30, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i4446e085ab7a4535b151d85e28a05e72_2993)] [added: 2021](#ib70ae0bb9487417cbb25460b18f516b1_214)] | | | | | | [removed: [54](#i4446e085ab7a4535b151d85e28a05e72_2993)] [added: [55](#ib70ae0bb9487417cbb25460b18f516b1_214)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i4446e085ab7a4535b151d85e28a05e72_217)] [added: Statements](#ib70ae0bb9487417cbb25460b18f516b1_220)] | | | | | | [removed: [55](#i4446e085ab7a4535b151d85e28a05e72_217)] [added: [56](#ib70ae0bb9487417cbb25460b18f516b1_220)] | | |

| Reference is made to the separate exhibit index contained on page [removed: [113](#i4446e085ab7a4535b151d85e28a05e72_355)] [added: [113](#ib70ae0bb9487417cbb25460b18f516b1_361)] filed herewith. | | | | | | | | |

All [removed: other schedules] [added: Financial Statement Schedules] are omitted because they are not applicable, or the required information is shown in the financial statements or notes thereto.

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| (2) Financial Statement Schedule | | | | | | | | |

| For the years ended September 30, 2022, 2021 and 2020: | | | | | | | | |

| [Schedule II - Valuation and Qualifying Accounts](#i4446e085ab7a4535b151d85e28a05e72_313) | | | | | | [109](#i4446e085ab7a4535b151d85e28a05e72_313) | | |

| [removed: 2.2] [added: 10.2] | | | | | | [removed: [Agreement and Plan] [added: [Tax Matters Agreement, dated as] of [removed: Merger] [added: September 8, 2016,] by and [removed: among Johnson Controls, Inc.,] [added: between] Johnson Controls International plc [removed: (formerly Tyco International plc)] and [removed: Jagara Merger Sub LLC, dated as of January 24, 2016] [added: Adient Limited] (incorporated by reference to Exhibit [removed: 2.1] [added: 10.2] to the registrant’s Current Report on Form 8-K filed [removed: January 27, 2016)](http://www.sec.gov/Archives/edgar/data/833444/000119312516439970/d86179dex21.htm)] [added: on September 9, 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143835/a16-18104_1ex10d2.htm)] | | |

| [removed: 2.3] [added: 10.16] | | | | | | [removed: [Merger Agreement, dated as of May 30, 2014,] [added: [Letter Agreement] between [removed: Tyco International Ltd., and] 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: 2.1] [added: 10.1] to the registrant’s Current Report on Form 8-K filed on [removed: June 4, 2014)](http://www.sec.gov/Archives/edgar/data/833444/000083344414000083/exhibit21.htm)] [added: December 11, 2017)](http://www.sec.gov/Archives/edgar/data/833444/000083344417000064/exh101letteragreementbetwe.htm)] | | |

| [removed: 4.4] [added: 4.9] | | | | | | [removed: [Third] [added: [Tenth] Supplemental Indenture, dated [removed: March 15, 2017,] [added: as of May 23, 2023,] among Johnson Controls International plc, [added: Tyco Fire & Security Finance S.C.A.,] U.S. Bank [added: Trust Company,] National Association, as trustee and Elavon Financial Services DAC, [removed: UK Branch,] as paying [removed: agent, attaching] [added: agent (attaching] form of [removed: 1.000%] [added: the 4.250%] Senior Notes due [removed: 2023 (incorporated] [added: 2035).(incorporated] by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on [removed: March 15, 2017)](http://www.sec.gov/Archives/edgar/data/833444/000110465917016442/a17-8235_1ex4d2.htm)] [added: May 23, 2023)](http://www.sec.gov/Archives/edgar/data/833444/000119312523151889/d675825dex42.htm)] | | |

| [removed: 4.5] [added: 4.4] | | | | | | [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: 4.6] [added: 4.5] | | | | | | [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: 4.7] [added: 4.6] | | | | | | [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: 4.8] [added: 4.7] | | | | | | [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) | | |

| [removed: 4.9] [added: 4.8] | | | | | | [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) | | |

| 4.10 | | | | | | [Description of the Ordinary Shares of Johnson Controls International plc (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344422000043/ex410202210-k.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344423000048/ex410202310-k.htm)] | | |

| 4.11 | | | | | | [Description of the Johnson Controls International plc Notes (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344422000043/ex411202210-k.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344423000048/ex411202310-k.htm)] | | |

| 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/833444/000083344422000043/ex412202210-k.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344423000048/ex412202310-k.htm)] | | |

| 10.1 | | | | | | [Credit Agreement, dated as of December [removed: 5, 2019,] [added: 11, 2023,] among Johnson Controls International plc, certain of its subsidiaries party thereto from time to time, the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent [removed: (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report filed December 6, 2019)](https://www.sec.gov/Archives/edgar/data/833444/000119312519308301/d838920dex101.htm)] [added: (filed herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344423000048/ex101202310-k.htm)] | | |

| [removed: 10.2] [added: 10.14] | | | | | | [removed: [Amendment to Credit Agreement, dated as of December 2, 2021, by and between Johnson] [added: [Johnson] Controls International [removed: plc, and JPMorgan Chase Bank, N.A.,] [added: plc Retirement Restoration Plan,] as [removed: administrative agent] [added: amended and restated March 11, 2021] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.7] to the registrant’s Quarterly Report on Form 10-Q filed [removed: February 2, 2022)](https://www.sec.gov/Archives/edgar/data/833444/000083344422000005/q1ex101fy2210-q.htm)] [added: on April 30, 2021)](http://www.sec.gov/Archives/edgar/data/833444/000083344421000020/q2ex107fy2110-q.htm)] | | |

| 10.3 | | | | | | [removed: [Amendment to Credit] [added: [Employee Matters] Agreement, dated as of [removed: May 25, 2021,] [added: September 8, 2016,] by and between Johnson Controls International [removed: plc,] [added: plc] and [removed: JPMorgan Chase Bank, N.A., as administrative agent] [added: Adient Limited] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.3] to the registrant’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] filed [removed: February 2, 2022)](https://www.sec.gov/Archives/edgar/data/833444/000083344422000005/q1ex102fy2210-q.htm)] [added: on September 9, 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143835/a16-18104_1ex10d3.htm)] | | |

| [removed: 10.4] [added: 10.10] | | | | | | [removed: [Tax Matters Agreement, dated as of September 8, 2016, by and between Johnson] [added: [Johnson] Controls International plc [removed: and Adient Limited] [added: 2012 Omnibus Incentive Plan] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.6] 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_1ex10d2.htm)] [added: 6, 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143068/a16-17941_1ex10d6.htm)] | | |

| [removed: 10.5] [added: 10.6] | | | | | | [removed: [Employee Matters] [added: [Trademark] Agreement, dated as of September [removed: 8, 2016,] [added: 25, 2012,] by and [removed: between] [added: among ADT Services GmbH, ADT US Holdings, Inc.,] Johnson Controls International plc [added: (formerly Tyco International Ltd.)] and [removed: Adient Limited] [added: The ADT Corporation] (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on [removed: September 9, 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143835/a16-18104_1ex10d3.htm)] [added: October 1, 2012) (Commission File No. 1-13836)](http://www.sec.gov/Archives/edgar/data/833444/000119312512411575/d418617dex103.htm)] | | |

| [removed: 10.6] [added: 10.4] | | | | | | [Tax Sharing Agreement, dated September 28, 2012 by and among Pentair Ltd., Johnson Controls International plc (formerly Tyco International Ltd.), Tyco International Finance S.A. and The ADT Corporation (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on October 1, 2012) (Commission File No. 1-13836)](http://www.sec.gov/Archives/edgar/data/833444/000119312512411575/d418617dex101.htm) | | |

| [removed: 10.7] [added: 10.5] | | | | | | [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: 10.9] [added: 10.7] | | | | | | [Form of Deed of Indemnification between Johnson Controls International plc [removed: (formerly Tyco International plc)] and certain of its directors and officers [removed: (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed on September 6, 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143068/a16-17941_1ex10d4.htm)] [added: (filed herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344423000048/ex107202310-k.htm)] | | |

| [removed: 10.10] [added: 10.8] | | | | | | [Form of Indemnification Agreement between Tyco Fire & Security (US) Management, [removed: Inc.] [added: LLC] and certain directors and officers of Johnson Controls International plc [removed: (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed on September 6, 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143068/a16-17941_1ex10d5.htm)] [added: (filed herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344423000048/ex108202310-k.htm)] | | |

| [removed: 10.11] [added: 10.9] | | | | | | [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: 10.12] [added: 10.13] | | | | | | [Johnson Controls International plc [removed: 2007 Stock Option Plan (incorporated] [added: Executive Deferred Compensation Plan, as amended and restated March 11, 2021 (Incorporated] by reference to Exhibit [removed: 10.7] [added: 10.5] 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_1ex10d7.htm)] [added: April 30, 2021)](http://www.sec.gov/Archives/edgar/data/833444/000083344421000020/q2ex105fy2110-q.htm)] | | |

| [removed: 10.13] [added: 10.26] | | | | | | [Johnson [removed: Controls International plc] [added: Controls, Inc.] 2012 Omnibus Incentive Plan (incorporated by reference to Exhibit [removed: 10.6] [added: 10.1(a)] to [removed: the registrant’s] [added: Johnson Controls, Inc.'s] Current Report on Form 8-K filed [removed: on September 6, 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143068/a16-17941_1ex10d6.htm)] [added: January 28, 2013) (Commission File No. 1-5097)](http://www.sec.gov/Archives/edgar/data/53669/000119312513025711/d472435dex101a.htm)] | | |

| [removed: 10.14] [added: 10.11] | | | | | | [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: 10.15] [added: 10.12] | | | | | | [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: 10.16] [added: 10.31] | | | | | | [removed: [Johnson] [added: [Form of terms and conditions for Restricted Stock Units for Directors under the Johnson] Controls International plc [removed: Executive Deferred Compensation Plan, as amended and restated March 11,] 2021 [removed: (Incorporated] [added: Equity and Incentive Plan](https://www.sec.gov/Archives/edgar/data/833444/000083344421000020/q2ex103fy2110-q.htm) (incorporated] by reference to Exhibit [removed: 10.5] [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/q2ex105fy2110-q.htm)] [added: 2021)] | | |

| [removed: 10.17] [added: 10.30] | | | | | | [removed: [Johnson] [added: [Form of terms and conditions for Option / SAR Awards, Restricted Stock / Unit Awards, Performance Share Awards 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/q2ex102fy2110-q.htm)] (incorporated by reference to Exhibit [removed: 10.7] [added: 10.2] 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: 10.18] [added: 10.15] | | | | | | [Tyco Supplemental Savings and Retirement Plan as amended and restated effective January 1, 2018 (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on September 19, 2017)](http://www.sec.gov/Archives/edgar/data/833444/000083344417000049/exhibit102tycosupplemental.htm) | | |

| [removed: 10.19] [added: 10.28] | | | | | | [removed: [Johnson Controls International plc Executive Compensation Incentive Recoupment Policy effective] [added: [Restrictive covenants applicable to equity award agreements beginning] December [removed: 10, 2020] [added: 2019] (incorporated by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed on January [removed: 29, 2021)](http://www.sec.gov/Archives/edgar/data/833444/000083344421000011/q1ex103fy2110-q.htm)] [added: 31, 2020)](http://www.sec.gov/Archives/edgar/data/833444/000083344420000006/q1ex103fy2010-q.htm)] | | |

| [removed: 10.21] [added: 10.17] | | | | | | [Form of terms and conditions for Option / SAR Awards, Restricted Stock / Unit Awards, Performance Share Awards under the Johnson Controls International plc 2012 Share and Incentive Plan for periods commencing December 6, 2018 (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed February 1, 2019)](http://www.sec.gov/Archives/edgar/data/833444/000083344419000005/q1ex102optionrsupsuagreeme.htm) | | |

| [removed: 10.22] [added: 10.19] | | | | | | [Form of terms and conditions for Option / SAR Awards, [removed: and] Restricted Stock / Unit Awards, [added: Performance Share Awards] under the Johnson Controls International plc 2012 Share and Incentive Plan [removed: commencing December 6,] [added: for fiscal] 2018 [removed: applicable to Mr. Stief] (incorporated by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed [added: on] February [removed: 1, 2019)](http://www.sec.gov/Archives/edgar/data/833444/000083344419000005/q1ex103optionrsuagreements.htm)[](http://www.sec.gov/Archives/edgar/data/833444/000083344419000005/q1ex103optionrsuagreements.htm)] [added: 2, 2018)](http://www.sec.gov/Archives/edgar/data/833444/000083344418000008/q1ex103fy1810-q.htm)] | | |

| [removed: 10.23] [added: 10.18] | | | | | | [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: 10.24] [added: 10.20] | | | | | | [Form of terms and conditions for Option / SAR Awards, [added: and] Restricted Stock / Unit Awards, [removed: Performance Share Awards] under the Johnson Controls International plc 2012 Share and Incentive Plan for fiscal 2018 [added: applicable to Messrs. Oliver and Stief] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.4] to the registrant’s Quarterly Report on Form 10-Q filed on February 2, [removed: 2018)](http://www.sec.gov/Archives/edgar/data/833444/000083344418000008/q1ex103fy1810-q.htm)] [added: 2018)](http://www.sec.gov/Archives/edgar/data/833444/000083344418000008/q1ex104fy1810-q.htm)] | | |