Johnson Controls International (JCI) 10-K risk factor changes: FY2024 vs FY2023

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

Further, as we integrate emerging and rapidly evolving [removed: technologies such as] [added: technologies, including] 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.

We must also attract, develop and retain individuals with the requisite technical expertise and understanding of customers’ needs to develop new technologies and introduce new products, particularly [removed: as we increase investment in] [added: with respect to] our digital services and solutions business and [removed: our] OpenBlue software platform.

[added: The failure] of [added: 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.

Accordingly, there is a risk that products will have defects, which could [added: result in loss of sales or delays in market acceptance and] require a product recall or field corrective action.

Failure to increase organizational effectiveness through [added: the execution of our operating model and] organizational improvements may reduce our profitability or adversely impact our business.

Our results of operations, financial condition and cash flows are dependent upon our ability to [added: execute on our operating model and] drive organizational improvement.

We seek to drive [removed: improvements] [added: organizational improvement] through a variety of actions, including restructuring and integration activities, digital transformation, [added: strategic initiatives,] business portfolio reviews, productivity initiatives, functionalization, [added: incentive programs, training,] executive management changes, and business and operating model assessments.

[removed: Risks associated with these actions include delays in execution, additional unexpected costs, realization of fewer than] estimated productivity improvements, increased change fatigue, organizational strain and adverse effects on employee morale.

In addition, our failure to effectively [added: implement our operating model and] manage organizational changes may lead to increased attrition [added: of customers] and [added: employees and] harm our ability to attract and retain key talent.

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

These threats and incidents originate from many sources [removed: globally] [added: globally, including threats from sophisticated nation-state actors] and [added: organized criminal groups, and] include malware [removed: that takes] [added: in] the form of computer viruses, ransomware, worms, Trojan horses, spyware, adware, scareware, rogue software, and programs that act against the computer user.

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 [added: target.]

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

We deploy countermeasures to deter, prevent, detect, respond to and mitigate [removed: these] [added: cybersecurity] threats, including identity and access controls, data protection, vulnerability assessments, product software designs which we believe are less susceptible to cyber-attacks, 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.

Despite these efforts, [removed: the Company has] [added: we have] experienced, and will likely continue to experience, attacks and resulting breaches or breakdowns of [removed: the Company’s,] [added: our,] or [removed: its] [added: our] third-party service providers’, databases or systems.

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

[removed: Further, we] [added: The incident] could [removed: experience other additional consequences in the future as a result of the incident, including,] [added: also cause] 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.

We could also experience similar consequences [removed: as a result of] [added: from] future cybersecurity incidents.

Other potential consequences [removed: of future cybersecurity incidents] could include the theft of intellectual property and the diminution in the value of our investment in research, development and engineering, which in turn could materially and adversely affect our competitiveness and results of operations.

During [removed: the fourth quarter of fiscal] [added: September] 2023, we experienced a cybersecurity event consisting of unauthorized access, data exfiltration and deployment of ransomware by a third party to a portion of our internal IT infrastructure.

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

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

[removed: In addition, while] [added: 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 [added: trade secrets and know-how related to the design, manufacture or operation of our products.]

From time to [removed: time] [added: time,] we resort to litigation to protect our intellectual property rights.

Further, adequate remedies may not be available in the event of [removed: an] unauthorized use or disclosure of our trade secrets and manufacturing expertise.

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

This represents a significant distribution channel for our products, creates a large installed base of our fire and security solutions and HVAC equipment, and creates opportunities for longer term [removed: service] [added: service, monitoring, solutions] and [removed: monitoring revenue.][added: retrofit revenue over the lifecycle of the building.]

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

The effects of climate change create financial [added: and operational] risks to our business.

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

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

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

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

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

As of the date of this filing, we have made several public commitments regarding our intended reduction of carbon emissions, including commitments to achieve net zero carbon emissions [added: for Scope 1 and 2] by 2040 and the establishment of science-based targets to reduce [added: Scope 1 and 2] carbon emissions from our operations and [added: Scope 3, category 11 emissions from] the [added: use of sold products in the] operations of our customers.

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

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

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

For example, during 2022 and 2023 we [removed: were impacted by] [added: experienced] the following supply chain issues, due to economic, political and other factors largely beyond our control: increased input material costs and component shortages; supply chain disruptions and delays and cost inflation.

We seek to develop and maintain a high-performance, customer centric culture and commercial organization characterized by continuous efficient and timely customer service, customer support, and customer intimacy enabling long-term customer loyalty.

Our ability to successfully implement our operating model includes our ability to organize our operations around our commercial strategy through organizational improvements and implementing incentive programs that promote and reward the effective execution of our strategy.

If we are unable to successfully implement and execute our operating model, our business, financial condition, results of operations and cash flows could be adversely affected.

During the fourth quarter of fiscal year 2024, the Company committed to a multi-year restructuring plan to address stranded costs and further right-size its global operations as a result of previously announced portfolio optimization transactions.

The Company’s ability to execute the most significant aspects of the restructuring plan will be dependent on the timing of the close of the R&LC HVAC business divestiture transaction.

Risks associated with these actions include delays in execution, including a delay in the completion of the R&LC HVAC business divestiture, additional unexpected costs, loss of customer relationships, realization of fewer than

In July 2024, we announced that George Oliver, our Chief Executive Officer, had informed the Board of his plan to retire and requested that the Board initiate the Company’s Chief Executive Officer succession plan.

If we are unable to identify and retain a qualified successor for Mr. Oliver and successfully implement our Chief Executive Officer succession plan, then we could experience disruption in the setting and execution of our operational and strategic objectives, which could have a material adverse effect on our results of operations, financial condition and cash flows.

We also may have difficulty attracting and recruiting, or retaining, qualified senior leadership during the pendency of our search for a new Chief Executive Officer.

In September 2023, we experienced a cybersecurity incident consisting of unauthorized access, data exfiltration and deployment of ransomware by a third party to a portion of our internal IT infrastructure.

We are incorporating artificial intelligence technologies into our products, services and processes.

These technologies may present business, compliance and reputational risks.

Recent technological advances in artificial intelligence (“AI”) and machine-learning technology both present opportunities and pose risks to us.

If we fail to keep pace with rapidly evolving technological developments in AI, our competitive position and business results may suffer.

The introduction of these technologies, particularly generative AI, into internal processes and/or new and existing offerings may result in new or expanded risks and liabilities, including due to enhanced governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality or security risks, as well as other factors that could adversely affect our business, reputation, and financial results.

In addition, our personnel could, unbeknownst to us, improperly utilize AI and machine learning-technology while carrying out their responsibilities.

The use of AI in the development of our products and services could also cause loss of intellectual property, as well as subject us to risks related to intellectual property infringement or misappropriation, data privacy and cybersecurity.

The use of artificial intelligence can lead to unintended consequences, including generating content that appears correct but is factually inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our reputation and business and expose us to risks related to inaccuracies or errors in the output of such technologies.

We also face risks of competitive disadvantage if our competitors more effectively use AI to drive internal efficiencies or create new or enhanced products or services that we are unable to compete against.

For

We may not realize the benefits of our ongoing efforts to simplify our portfolio.

Recently, we have been engaged in a strategic evaluation of our non-core product lines, leading to the divestiture of our Air Distribution Technologies business and the entry into a definitive agreement to divest our R&LC HVAC business.

We may also experience unfavorable reaction to the divestiture by customers, competitors, suppliers and employees, making it more difficult to maintain business and operational relationships.

Some divestitures, including the divestiture of our R&LC HVAC business, are or may be dilutive to earnings and we may not be successful in executing restructurings and other actions to minimize or offset dilution.

We may also fail to successfully complete divestitures, achieve the strategic objectives of divestitures or not realize such objectives within the expected time frame, including our objective to simplify our portfolio to be a pure-play provider of comprehensive solutions for commercial buildings.

With respect to the R&LC HVAC business divestiture, there can be no assurance whether and when the closing conditions will be satisfied or waived, and whether the strategic benefits and expected financial impact of the divestiture will be achieved.

businesses.

Additionally, the financial performance of our joint ventures has resulted in, and in the future could result in, the Company having to record losses or impairments of our investment.

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

During fiscal year 2024, our results of operations were impacted by continued softening of economic conditions in China, negatively impacting the performance of the Building Solutions Asia Pacific segment.

The continuation of economic weakness in China or in other regions could adversely impact our financial performance in such regions, as well as our consolidated financial performance.

Political uncertainty

substantial fines.

litigation risks than other businesses.

Legislative and regulatory action may be taken in the U.S. and other jurisdictions in which we operate, which, if ultimately enacted, could result in an increase in our effective tax rate.

The OECD has since issued administrative guidance providing transition and safe harbor rules around the implementation of the Pillar Two global minimum tax.

A number of countries, including Ireland, have enacted legislation to implement the core elements of Pillar Two, which will be effective for the Company beginning in fiscal 2025.

Moreover, as we introduce new products, we may be unable to detect and correct defects in the design of a product or in its application to a specified use, which could result in loss of sales or delays in market acceptance.

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

target.

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.

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.

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.

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

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.

These outcomes could subject us to litigation, civil or criminal investigations or enforcement actions requiring the expenditure of financial resources and diversion of management time, could negatively affect investor confidence in the accuracy and completeness of our financial statements and could also adversely impact our stock price and our access to the capital markets.

Moreover, while we are implementing measures designed to help ensure that control deficiencies contributing to the material weakness are remediated as soon as possible, these measures will result in additional costs, including third-party expenditures engaging security specialists and implementing certain new IT access, security and recovery measures, and such costs could adversely affect our results of operations, financial condition and cash flows.

We are currently in the process of analyzing the data accessed, exfiltrated or otherwise impacted during the cybersecurity incident.

trade secrets and know-how related to the design, manufacture or operation of our products.

We are subject to emerging and competing climate regulations.

Although we intend to meet these commitments, we

For more information on the impact of the cybersecurity incident, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The extent to which global pandemics impact our business going forward will depend on factors such as the duration and scope of the pandemic; governmental, business, and individuals' actions in response to the pandemic; and the impact on economic activity, including the possibility of recession or financial market instability.

Measures to contain a global pandemic may intensify other risks described in these Risk Factors.

The

or third-party intermediaries.

See

Divestitures of some of our businesses or product lines may materially adversely affect our financial condition, results of operations or cash flows.

Divestitures involve risks, including difficulties in the separation of operations, services, products and personnel, the diversion

Some divestitures may be dilutive to earnings.

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

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

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

On December 15, 2022, the Council of the EU formally adopted Directive (EU) 2022/2523 (the “Pillar Two Directive”) to achieve a coordinated implementation of Pillar Two in EU Member States consistent with EU law.

On October 19, 2023, the Irish Minster of Finance published Irish Finance (No.2) Bill 2023, which includes implementation of the 15% Pillar Two global minimum tax.

The bill, subject to amendment during the legislative process, is expected to be signed into law by late December.

The Pillar Two legislation is anticipated to be effective for our fiscal year beginning October 1, 2024.

the incentive for customers to update or improve their building control systems; and natural or man-made disasters or losses that impact our ability to deliver products and services to our customers.

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

This discussion summarizes the significant factors affecting the consolidated operating results, financial condition and liquidity of the Company [added: on a continuing operations basis] for the year ended September 30, [removed: 2023.][added: 2024 and should be read in conjunction with Item 8, the consolidated financial statements and the notes to consolidated financial statements.]

During fiscal [removed: 2023,] [added: 2024,] revenue and profits were [removed: adversely] [added: negatively] impacted [removed: due to the strengthening of] [added: by movements in foreign exchange rates against] the U.S. [removed: dollar against foreign currencies.][added: dollar.]

The Company continues to observe trends demonstrating increased interest and demand for its products and services that enable smart, safe, efficient and sustainable [removed: buildings.][added: buildings, particularly within verticals including data centers, government, healthcare and higher education.]

This demand is driven in part by [added: capital investment,] government tax incentives, building performance standards and [removed: other] regulations designed to limit emissions and combat climate change.

The Company seeks to capitalize on these trends to drive growth by developing [removed: and delivering technologies and solutions to create smart, sustainable and healthy buildings.]

[added: 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 [removed: sustainability goals.][added: objectives.]

The Company has experienced, and could continue to experience, increased 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, geopolitical and economic tensions, including the [removed: conflicts] [added: conflict] between Russia and Ukraine and Israel and Hamas, and labor shortages.

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

The collective impact of these trends has been favorable to revenue due to increased demand and price increases to offset inflation, while negatively impacting margins [added: primarily] due to [removed: supply chain disruptions and] [added: ongoing] cost pressures.

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

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

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

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

[removed: The Company currently expects that a] [added: A] substantial portion of [removed: its] direct costs incurred related to containing, investigating and remediating the incident, as well as business interruption losses, [removed: will] [added: have been or are expected to] be reimbursed through insurance recoveries.

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

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

The increase in net sales was due to higher organic sales [removed: ($1,997] [added: ($1,947] million) and the [removed: favorable] net impact of acquisitions and divestitures ($113 million), partially offset by the [removed: unfavorable] [added: negative] impact of foreign currency translation [removed: ($616] [added: ($366] million).

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

[removed: Cost of sales and gross profit both increased and gross profit as a percentage] [added: Cost] of [removed: sales increased by 50 basis points.][added: Sales / Gross Profit]

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

[removed: | Selling, general] [added: Selling, General] and [removed: administrative expenses | | | $ | 6,181 | | | | | $ | 5,945 | | | | | 4 | | % |][added: Administrative Expenses]

The increase in SG&A was primarily due to certain investments to support growth, [removed: one-time] transaction and separation costs, the [removed: unfavorable] year-over-year impact of net mark-to-market adjustments [removed: ($84] [added: ($71] million) and a loss associated with a fire at a leased warehouse facility ($40 million), partially offset by [added: the absence of] non-recurring environmental remediation charges in the prior year ($255 [removed: million) and favorable foreign currency translation ($118 million).]

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

Refer to [added: Note 2, "Acquisitions and Divestitures,"] "Note 3, "Assets and Liabilities Held for Sale [removed: &] [added: and] Discontinued Operations," Note 7, "Property, Plant and Equipment," Note 8, "Goodwill and Other Intangible Assets," and Note 17, "Restructuring and Related Costs," of the notes to consolidated financial statements for further disclosure related to the Company's restructuring plans and impairment costs.

| | | | 2023 | | | | | | 2022 | | | | | | [removed: Change] | | | | | |

| Interest expense, net of capitalized interest costs | | | $ | [removed: 307] [added: 381] | | | | | $ | [removed: 225] [added: 297] | | | | | [removed: 36] | | [removed: %] | | | |

| Other financing charges | | | [removed: 52] [added: 38] | | | | | | [removed: 27] [added: 50] | | | | | | [removed: 93] | | [removed: %] | | | |

| Gain on debt extinguishment | | | (25) | | | | | | [removed: —] [added: (25)] | | | | | | [removed: *] | | | | | |

| Interest income | | | [removed: (18)] [added: (17)] | | | | | | [removed: (6)] [added: (17)] | | | | | | [removed: *] | | | | | |

| Net foreign exchange results for financing activities | | | [removed: (35)] [added: (47)] | | | | | | [removed: (33)] [added: (37)] | | | | | | [removed: 6] | | [removed: %] | | | |

[removed: | Net financing charges | | | $ | 281 | | | | | $ | 213 | | | | | 32 | | % | | | |][added: Net Financing Charges]

Income Tax [removed: Provision][added: Provision (Benefit)]

[removed: | Income tax (benefit) | | | $ | (323) | | | | | $ | (13) | | | | | * | | |][added: Income Tax Provision (Benefit)]

| Effective tax rate | | | [removed: (19)] [added: 7] | | % | | | | [removed: (1)] [added: (42)] | | % | | | | | | |

For fiscal 2023, the effective tax rate for continuing operations was [removed: (19)%] [added: (42)%] and was lower than the statutory tax rate primarily due to the favorable tax impacts of intellectual property tax adjustments, tax reserve adjustments as the result of tax audit resolutions and remeasurements, valuation allowance adjustments and the benefits of continuing global tax planning initiatives, partially offset by the unfavorable impact of impairment and restructuring charges.

For fiscal 2022, the effective tax rate for continuing operations was [removed: (1)%] [added: (16%)] and was lower than the statutory tax rate primarily due to [added: the] 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 unfavorable impact of impairment and restructuring [removed: charges, valuation allowance adjustments,] [added: charges] 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 [removed: divestitures and tax rate differentials.][added: divestitures.]

The fiscal [removed: 2023] [added: 2024] effective tax rate was [removed: lower] [added: higher] than fiscal [removed: 2022] [added: 2023] primarily due to [added: the establishment of a deferred] tax [added: liability on the outside basis difference of the Company’s investment in certain subsidiaries as a result of the planned divestiture of its R&LC HVAC business, partially offset by lower tax] reserve adjustments as the result of tax audit [removed: resolutions,] [added: resolutions and expired statute of limitations for certain tax years,] valuation allowance adjustments and the benefits of continuing global tax planning [removed: initiatives, partially offset by the impact of impairment and restructuring charges.][added: initiatives.]

In [removed: addition, in] October 2021, the Organization for Economic Co-operation and Development ("OECD")/G20 inclusive framework on Base Erosion and Profit Shifting (the Inclusive Framework) published a statement updating and finalizing the key components of a two-pillar plan on global tax reform which has now been agreed upon by the majority of OECD members.

Pillar Two requires MNEs with an annual global revenue exceeding €750 million to pay a [removed: global minimum tax of 15%.]

The Company's OpenBlue digital software platform enables enterprises to better manage 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.

During fiscal 2024, the Company observed continued softening of economic conditions in China, negatively impacting the performance of the Building Solutions Asia Pacific segment.

The Company expects economic conditions in China to stabilize in fiscal 2025, however, if conditions do not stabilize, results of the Building Solutions Asia Pacific segment could be negatively impacted.

and delivering technologies and solutions to create smart, sustainable and healthy buildings.

Portfolio Simplification Transactions

The Company has been engaged in an ongoing evaluation of its non-core product lines in connection with its objective to be a pure-play provider of comprehensive solutions for commercial buildings.

During the fourth quarter of fiscal 2024, the Company completed the sale of its Air Distribution Technologies business included within the Global Products segment.

During the fourth quarter of fiscal 2024, the Company entered into a definitive agreement to sell its Residential and Light Commercial ("R&LC") HVAC business to Robert Bosch GmbH (“Bosch”) for approximately $8.1 billion in cash with the Company's portion of the aggregate consideration being approximately $6.7 billion, inclusive of an upfront royalty payment for the licensing of the York tradename.

The R&LC HVAC business includes the Company's North America Ducted business and Johnson Controls-Hitachi Air Conditioning Holding (UK) Ltd., the Company’s global residential joint venture with Hitachi Global Life Solutions, Inc. (“Hitachi”), of which the Company owns 60% and Hitachi owns 40%.

The R&LC HVAC business, which was previously reported in the Global Products segment, meets the criteria to be classified as a discontinued operation and, as a result, its historical financial results are reflected in the consolidated financial statements as a discontinued operation, and assets and liabilities were reclassified as held for sale for all periods presented.

The Company expects that the sale of the R&LC HVAC business will close in the fourth quarter of fiscal 2025.

The timing of recognizing insurance recoveries may differ from the timing of recognizing the associated expenses.

During the fourth quarter of fiscal 2024, the Company committed to a multi-year restructuring plan to address stranded costs and further right-size its global operations as a result of previously announced portfolio simplification actions.

It is expected that one-time restructuring costs, including severance and other employee termination benefits, contract termination costs, and certain other related cash and non-cash charges, of approximately $400 million will be incurred over the course of fiscal 2025, 2026 and 2027, resulting in expected annual cost savings of approximately $500 million upon full completion of the plan.

The Company’s ability to execute the most significant aspects of the restructuring plan will be dependent on the timing of the close of the R&LC HVAC business divestiture transaction.

Accordingly, the Company is unable to estimate the specific costs to be incurred and savings to be achieved in fiscal 2025; however, depending on the timing of the closing of the transaction and the ability to execute more significant aspects of the planned restructuring actions, the impact of costs on net income could be material in fiscal 2025.

Restructuring costs will be incurred across all segments and Corporate functions.

FISCAL YEAR 2024 COMPARED TO FISCAL YEAR 2023

| (in millions) | | | 2024 | | | | | | 2023 | | | | | | Change | | |

| Net sales | | | $ | 22,952 | | | | | $ | 22,331 | | | | | 3 | | % |

The increase in net sales was due to higher organic sales ($790 million), partially offset by the negative impact of foreign currency translation ($98 million) and the net impact of acquisitions and divestitures ($71 million).

Excluding the impact of foreign currency translation and business acquisitions and divestitures, consolidated net sales increased 4% over the prior year, as strong growth in Products and Systems in the Building Solutions North America segment and growth in Services in all Building Solutions segments were partially offset primarily by weakness in China's Systems/Install business.

| (in millions) | | | 2024 | | | | | | 2023 | | | | | | Change | | |

| Cost of sales | | | $ | 14,875 | | | | | $ | 14,527 | | | | | 2 | | % |

| % of sales | | | 35.2 | | % | | | | 34.9 | | % | | | | | | |

The increase in gross profit was primarily due to higher gross profit in the Systems/Install and Services businesses of the Building Solutions segments, partially offset by the Global Products segment.

| (in millions) | | | 2024 | | | | | | 2023 | | | | | | Change | | |

| Selling, general and administrative expenses | | | $ | 5,661 | | | | | $ | 5,387 | | | | | 5 | | % |

| % of sales | | | 24.7 | | % | | | | 24.1 | | % | | | | | | |

The increase in selling, general and administrative expenses ("SG&A") was primarily due to the net impact of the water systems AFFF settlement agreement costs net of insurance recoveries ($383 million), partially offset by the year-over-year impact of net mark-to-market adjustments ($100 million) and productivity improvements.

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

| Goodwill and other intangible asset impairments | | | | | | | | | $ | 296 | | | | | $ | 212 | |

| Held for sale impairments | | | | | | | | | 35 | | | | | | 498 | | |

| Long-lived and other tangible asset impairments | | | | | | | | | 36 | | | | | | 78 | | |

| Restructuring and related costs | | | | | | | | | 143 | | | | | | 261 | | |

| Restructuring and impairment costs | | | | | | | | | $ | 510 | | | | | $ | 1,049 | |

| | | | 2024 | | | | | | 2023 | | | | | | | | | | | |

| Net foreign exchange on financing activities | | | (35) | | | | | | (47) | | | | | | | | | | | |

| Net financing charges | | | $ | 342 | | | | | $ | 258 | | | | | | | | | | |

| (in millions) | | | 2024 | | | | | | 2023 | | | | | | Change | | |

This discussion should be read in conjunction with Item 8, the consolidated financial statements and the notes to consolidated financial statements.

A detailed discussion of the 2022 to 2021 year-over-year changes are not included herein and can be found in the Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company's 2022 Annual Report on Form 10-K filed November 15, 2022 under the heading "Fiscal year 2022 compared to fiscal year 2021" which is incorporated herein by reference.

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.

The Company is

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

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.

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

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 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.

| Cost of sales | | | $ | 17,822 | | | | | $ | 16,956 | | | | | 5 | | % |

| Gross profit | | | 8,971 | | | | | | 8,343 | | | | | | 8 | | % |

| % of sales | | | 33.5 | | % | | | | 33.0 | | % | | | | | | |

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

| % of sales | | | 23.1 | | % | | | | 23.5 | | % | | | | | | |

Selling, general and administrative expenses ("SG&A") increased by $236 million, and SG&A as a percentage of sales improved by 40 basis points.

Restructuring and impairment costs in fiscal 2023 includes $498 million of impairment charges related to businesses classified or previously classified as held for sale, $276 million in severance and other charges resulting from restructuring initiatives, $184 million of goodwill impairment charges related to the Silent-Aire reporting unit, and $106 million of impairment charges for various long-lived assets.

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.

Equity Income

| Equity income | | | $ | 265 | | | | | $ | 246 | | | | | 8 | | % |

The increase in equity income was primarily due to higher income at certain partially-owned affiliates of the Johnson Controls - Hitachi joint venture.

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

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

The Company does not expect the IRA to have a material impact on its effective tax rate, however, it is possible that the U.S. Congress could advance other tax legislation proposals in the future that could have a material impact on the Company's tax rate.

On December 15, 2022, the Council of the EU formally adopted Directive (EU) 2022/2523 (the “Pillar Two Directive”) to achieve a coordinated implementation of Pillar Two in EU Member States consistent with EU law.

On October 19, 2023, the Irish Minster of Finance published Irish Finance (No.2) Bill 2023, which includes implementation of the 15% Pillar Two global minimum tax.

The bill, subject to amendment during the legislative process, is expected to be signed into law by late December.

The Pillar Two legislation is anticipated to be effective for the Company with the fiscal year beginning October 1, 2024.

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, [added: Inc. in 1974.]

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.

- HVAC equipment, controls software and software [removed: services for residential and commercial applications;][added: services;]

The Company’s segments provide products and services [added: primarily] to commercial, institutional, industrial, data center, [removed: governmental] and [removed: residential] [added: governmental] customers.

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

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

The Company leverages its [added: product portfolio and service network, together with] digital and data-driven [removed: products and services] [added: technologies] to offer integrated and customizable solutions focused on delivering outcomes to customers, including OpenBlue Buildings-as-a-Service, OpenBlue Net Zero Buildings-as-a-Service and OpenBlue Healthy Buildings.

In fiscal [removed: 2023,] [added: 2024,] products and systems accounted for [removed: 76%] [added: 70%] of sales [added: from continuing operations] and services accounted for [removed: 24%] [added: 30%] of [removed: sales.][added: sales from continuing operations.]

The Company’s business strategy is to sustain and expand its position as a leader in [removed: smart and sustainable] [added: commercial] building [added: technology and] solutions by offering a full spectrum of products and solutions for [removed: customer buildings] [added: commercial customers] across the globe.

[removed: The] [added: Following these portfolio optimization actions, the] Company’s core strategy remains focused on creating growth platforms, driving operational improvements and creating a [removed: high-performance] [added: high-performance, customer-centric] culture.

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

[removed: To capitalize on these trends, the Company] remains focused on maintaining leading positions in delivering [added: commercial] building products, systems and [removed: solutions,] [added: solutions through its direct and indirect channels,] as well as enabling growth through digital, to develop and leverage [removed: new digital technologies and capabilities into outcomes powered by] [added: the breath of] its [removed: OpenBlue software platform.][added: portfolio to drive attachment, offer differentiated services and solutions over the building lifecycle and generate recurring revenue.]

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

*Capitalize on Key Growth Vectors:* [removed: Sustainability,] [added: Data centers, sustainable buildings,] healthy buildings/indoor environmental quality and smart buildings represent key growth opportunities for the Company.

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

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

[removed: Backlog][added: | | | | Backlog | | | | | | | | | | | | Orders | | | | | | | | | | | | | | | | | | | | |]

[removed: The] [added: However, the timing and conversion of] backlog [removed: amount outstanding at any given time is] [added: and orders are subject to numerous uncertainties and risks and are] not necessarily indicative of the amount of revenue to be earned in the upcoming fiscal year.

Differences between the Company’s remaining performance obligations and backlog are primarily due [removed: to the following:][added: to:]

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

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

- Remaining performance obligations include the full remaining term of service contracts with substantial termination penalties versus backlog which includes [added: only] one year for all outstanding service contracts.

The Company [added: reports backlog, which it] believes [removed: backlog] is a useful measure of evaluating the Company's operational performance and relationship to total orders.

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

However, throughout fiscal [removed: 2023,] [added: 2023 and 2024,] the Company experienced improved margins as supply chain disruptions eased and higher priced backlog was converted to sales, as discussed in Item 7.

Although the Company has [removed: experienced recent improvement in] [added: seen] its supply [removed: chain,] [added: chain normalize,] 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: 2024,] [added: 2025,] commodity prices and availability could fluctuate throughout the year and could significantly affect the Company’s results of operations.

The Company works actively in the U.S. and internationally to ensure the enforcement of copyright, trademark, trade secret, and other [added: protections that apply to the Company's products, services, software, solutions, and branding.]

The Company continues to invest in its product portfolio to meet [added: or exceed] emerging emissions regulations and standards.

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 [removed: are] [added: were] contained in certain of the Company's [added: legacy] firefighting foam products.

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

Regulatory and environmental considerations are a part of all significant capital expenditure decisions; however, expenditures in fiscal [removed: 2023] [added: 2024] related solely to regulatory compliance were not material.

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

The Company’s health and safety programs are designed around global standards with appropriate variations addressing multiple jurisdictions and regulations, specific hazards and unique working environments of the Company’s manufacturing, [removed: service and install,] [added: service, systems,] and headquarter operations.

[removed: Safety culture] [added: Cultural] and values-based safety initiatives have been deployed within the Company to sustain and further enhance performance.

In fiscal [removed: 2023,] [added: 2024,] the Company had a TRIR of [removed: 0.37] [added: 0.34] and a LTIR of [removed: 0.12.][added: 0.13.]

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

Diversity, [removed: Equity,] [added: equity,] and [removed: Inclusion] [added: inclusion] (“DEI”) is a [removed: 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 [removed: recently] elevated its focus on ‘equity’ to [removed: further] enable all employees to have access to the opportunities, resources, support and networks they need to develop and succeed.

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

Following this acquisition, Johnson Controls continued to expand its portfolio of building related product and service offerings for residential and commercial customers.

In 2024, the Company announced that it was evaluating its non-core product lines in connection with its objective to be a pure-play provider of technologies and solutions for commercial buildings.

During the fourth quarter of fiscal 2024, the Company completed the sale of its Air Distribution Technologies business included within its Global Products segment.

During the fourth quarter of fiscal 2024, the Company entered into a definitive agreement to sell its Residential and Light Commercial ("R&LC") HVAC business to Robert Bosch GmbH (“Bosch”).

The R&LC HVAC business includes the Company's North America ducted business and Johnson Controls-Hitachi Air Conditioning Holding (UK) Ltd., the Company’s global residential joint venture with Hitachi Global Life Solutions, Inc. (“Hitachi”), of which the Company owns 60% and Hitachi owns 40%.

The sale of the R&LC HVAC business is expected to be completed in the fourth quarter of fiscal 2025.

- *Global Products* which operates worldwide.

In 2024, the Company acted to optimize its core commercial buildings portfolio with the sale of its Air Distribution Technologies business and the entry into a definitive agreement to sell its R&LC HVAC business.

To capitalize on these trends, the Company

*Bringing Value Across the Building Lifecycle*: The Company provides system and service solutions that maximize the opportunities around the lifecycle of the building, delivering outcomes to the customer that save energy, reduce emissions and optimize building lifecycle costs while improving the overall occupant experience.

The Company’s ability to drive direct, integrated solutions within multiple domains enables opportunities for attachment, cross-selling, recurring revenue, and developing long term relationships with customers from installation to service, retrofit, and replacement.

Backlog and Orders

Backlog and orders are additional metrics that are meant to provide management with a deeper level of insight into the progress of specific strategic and growth initiatives.

Backlog is applicable to sales of products and systems and services and totaled $15.2 billion at September 30, 2024, including both the Building Solutions and Global Products segments.

Orders provide management with a signal of customer demand for the Company's products and services, as well as an indication of future revenues and performance.

The following table summarizes backlog and orders for the Building Solutions segments:

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

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

| (in billions) | | | September 30, 2024 | | | | | | | | | | | | Year-over-Year Change (1) | | | | | | Year ended September 30, 2024 | | | | | | | | | | | | Year-over-Year Change (1) | | |

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

| Building Solutions North America | | | $ | 9.1 | | | | | | | | | | | 10 | | % | | | | $ | 12.3 | | | | | | | | | | | 9 | | % |

| Building Solutions EMEA/LA | | | 2.5 | | | | | | | | | | | | 10 | | % | | | | 4.6 | | | | | | | | | | | | 9 | | % |

| Building Solutions Asia Pacific | | | 1.5 | | | | | | | | | | | | (10) | | % | | | | 2.5 | | | | | | | | | | | | (8) | | % |

| Total Building Solutions | | | $ | 13.1 | | | | | | | | | | | 7 | | % | | | | $ | 19.4 | | | | | | | | | | | 7 | | % |

(1) Change is compared to September 30, 2023 (backlog) and the year ended September 30, 2023 (orders) and excludes the impact of mergers, acquisitions, dispositions and foreign currency.

Remaining performance obligations were $21.1 billion at September 30, 2024.

In 2024, the Company, in response to employee feedback, launched the Mindful Living and Parents and Caregivers Together ("PACT") BRG groups.

Interest and enthusiasm has been strong, and the new BRGs are growing membership at the fastest pace of any BRG group.

In fiscal 2024, the program was expanded

beyond North America to a global audience.

The Company’s flagship Women in Leadership ("WIL") program continues to grow in participation with a total increase of 162% since inception in 2022.

The program is demonstrating measurable impact with 28% of original cohort participants being promoted since program completion.

In fiscal 2024, over 1.17 million learning activities were completed by over 81,000 employees (excluding non-wired).

*Organizational Engagement*

| Total employees | | | 77% | | | 23% | | | 31% | | |

Inc. in 1974.

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

In 2015, Johnson Controls formed a joint venture with Hitachi to expand its building related product offerings.

- *Global Products* which operates worldwide and includes the Johnson Controls-Hitachi joint venture.

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

invest in high growth verticals within the markets it serves, including healthcare, commercial offices/campus, education and data centers.

The Company’s backlog is applicable to its sales of systems and services.

At September 30, 2023, the backlog was $13.6 billion, of which $12.1 billion was attributable to the building solutions (field) business.

At September 30, 2023, remaining performance obligations were $19.6 billion, which is $6.0 billion higher than the Company's backlog of $13.6 billion.

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

business, and changes in legislation or government policies can affect the Company's worldwide operations, both favorably and unfavorably.

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

leadership competency models, providing employees a personalized approach to their development planning and skill acquisition.

In fiscal 2023, the survey was launched and conducted three times.

In fiscal 2023, over 1.26 million learning activities were completed by approximately 86,300 employees.

| Total employees | | | 76% | | | 24% | | | 32% | | |

In May 2024, stockholders of Johnson Controls, Inc., filed a putative class action Complaint against Johnson Controls, Inc., certain former officers and directors of Johnson Controls, Inc., and two related entities (Jagara Merger Sub LLC and Johnson Controls International plc) in Wisconsin state court relating to the 2016 merger of Johnson Controls and Tyco (Gumm et al.

v.

Molinaroli et al., Case No. 30106, filed May 23, 2024 in the Circuit Court for Milwaukee County, Wisconsin).

The filing of the state court Complaint follows the dismissal of a related lawsuit originally filed in federal court in 2016, which dismissal was affirmed on appeal in November 2023.

The 12-count state court Complaint asserts claims for (1) breach of fiduciary duty; (2) aiding and abetting breach of fiduciary duty; (3); unjust enrichment; (4) violations of Wisconsin Business Corporation Law §§ 180.1101-.1103; (5) breach of JCI’s Articles of Incorporation; (6) conversion; (7) violations of Wisconsin Securities Act §§ 551.501 and 551.509; (8) breach of covenant of good faith and fair dealing; (9) promissory estoppel; (10) tortious interference with contract; (11) negligent or intentional misrepresentation/equitable fraud; and (12) statutory fraud.

On September 13, 2024, defendants moved to dismiss the Complaint.

A hearing on the motion is expected to take place in March 2025.

On August 16, 2016, a putative class action lawsuit, Gumm v.

Molinaroli, et al., Case No. 16-cv-1093, was filed in the United States District Court for the Eastern District of Wisconsin, naming Johnson Controls, Inc., the individual members of its board of directors at the time of the merger with the Company’s merger subsidiary and certain of its officers, the Company and the Company’s merger subsidiary as defendants.

The complaint asserted various causes of action under the federal securities laws, state law and the Taxpayer Bill of Rights, including that the individual defendants allegedly breached their fiduciary duties and unjustly enriched themselves by structuring the merger among the Company, Tyco and the merger subsidiary in a manner that would result in a United States federal income tax realization event for the putative class of certain Johnson Controls, Inc. shareholders and allegedly result in certain benefits to the defendants, as well as related claims regarding alleged misstatements in the proxy statement/prospectus distributed to the Johnson Controls, Inc. shareholders, conversion and breach of contract.

The complaint also asserted that Johnson Controls, Inc., the Company and the Company’s merger subsidiary aided and abetted the individual defendants in their breach of fiduciary duties and unjust enrichment.

The complaint seeks, among other things, disgorgement of profits and damages.

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

The court held a hearing on the preliminary injunction motion on January 4, 2017, and on January 25, 2017, the judge denied the plaintiffs' motion.

Plaintiffs filed an amended complaint on February 15, 2017, and the Company filed a motion to dismiss on April 3, 2017.

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

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

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

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

For the Fiscal Year Ended September 30, [removed: 2023][added: 2024]

| [removed: 3.625% Senior] [added: 1.375%] Notes due [removed: 2024] [added: 2025] | | | [removed: JCI24A] [added: JCI25A] | | | New York Stock Exchange | | | | | | 6.000% Notes due 2036 | | | JCI36A | | | New York Stock Exchange | | |

| [removed: 1.375%] [added: 3.900%] Notes due [removed: 2025] [added: 2026] | | | [removed: JCI25A] [added: JCI26A] | | | New York Stock Exchange | | | | | | 5.70% Senior Notes due 2041 | | | JCI41B | | | New York Stock Exchange | | |

| [removed: 3.900%] [added: 0.375% Senior] Notes due [removed: 2026] [added: 2027] | | | [removed: JCI26A] [added: JCI27] | | | New York Stock Exchange | | | | | | 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 | | | | | | 4.625% Senior Notes due 2044 | | | JCI44A | | | New York Stock Exchange | | |

| [removed: 3.000%] [added: 5.500%] Senior Notes due [removed: 2028] [added: 2029] | | | [removed: JCI28] [added: JCI29] | | | New York Stock Exchange | | | | | | 5.125% Notes due 2045 | | | JCI45B | | | New York Stock Exchange | | |

Indicate by check mark [removed: whether] [added: if] the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

As of March 31, [removed: 2023,] [added: 2024,] the aggregate market value of Johnson Controls International plc Common Stock held by non-affiliates of the registrant was approximately [removed: $41.2] [added: $43.9] billion based on the closing sales price as reported on the New York Stock Exchange.

As of [removed: November 30, 2023, 680,673,839] [added: October 31, 2024, 662,185,383] 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: 13, 2024] [added: 12, 2025] are incorporated by reference into Part III.

Year Ended September 30, [removed: 2023][added: 2024]

| [CAUTIONARY STATEMENTS FOR FORWARD-LOOKING [removed: INFORMATION](#ib70ae0bb9487417cbb25460b18f516b1_10)] [added: INFORMATION](#ib6d578eaa4db4698b1e28fb00a1a5cea_10)] | | | | | | [removed: [3](#ib70ae0bb9487417cbb25460b18f516b1_10)] [added: [3](#ib6d578eaa4db4698b1e28fb00a1a5cea_10)] | | |

| ITEM 1. | | | [removed: [BUSINESS](#ib70ae0bb9487417cbb25460b18f516b1_16)] [added: [BUSINESS](#ib6d578eaa4db4698b1e28fb00a1a5cea_16)] | | | [removed: [3](#ib70ae0bb9487417cbb25460b18f516b1_16)] [added: [3](#ib6d578eaa4db4698b1e28fb00a1a5cea_16)] | | |

| ITEM 1A. | | | [RISK [removed: FACTORS](#ib70ae0bb9487417cbb25460b18f516b1_19)] [added: FACTORS](#ib6d578eaa4db4698b1e28fb00a1a5cea_19)] | | | [removed: [11](#ib70ae0bb9487417cbb25460b18f516b1_19)] [added: [12](#ib6d578eaa4db4698b1e28fb00a1a5cea_19)] | | |

| ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#ib70ae0bb9487417cbb25460b18f516b1_22)] [added: COMMENTS](#ib6d578eaa4db4698b1e28fb00a1a5cea_22)] | | | [removed: [26](#ib70ae0bb9487417cbb25460b18f516b1_22)] [added: [26](#ib6d578eaa4db4698b1e28fb00a1a5cea_22)] | | |

| ITEM 1C. | | | [removed: [CYBERSECURITY](#ib70ae0bb9487417cbb25460b18f516b1_3045)] [added: [CYBERSECURITY](#ib6d578eaa4db4698b1e28fb00a1a5cea_25)] | | | [removed: [26](#ib70ae0bb9487417cbb25460b18f516b1_3045)] [added: [27](#ib6d578eaa4db4698b1e28fb00a1a5cea_25)] | | |

| ITEM 2. | | | [removed: [PROPERTIES](#ib70ae0bb9487417cbb25460b18f516b1_25)] [added: [PROPERTIES](#ib6d578eaa4db4698b1e28fb00a1a5cea_28)] | | | [removed: [26](#ib70ae0bb9487417cbb25460b18f516b1_25)] [added: [28](#ib6d578eaa4db4698b1e28fb00a1a5cea_28)] | | |

| ITEM 3. | | | [LEGAL [removed: PROCEEDINGS](#ib70ae0bb9487417cbb25460b18f516b1_28)] [added: PROCEEDINGS](#ib6d578eaa4db4698b1e28fb00a1a5cea_31)] | | | [removed: [26](#ib70ae0bb9487417cbb25460b18f516b1_28)] [added: [28](#ib6d578eaa4db4698b1e28fb00a1a5cea_31)] | | |

| ITEM 4. | | | [MINE SAFETY [removed: DISCLOSURES](#ib70ae0bb9487417cbb25460b18f516b1_31)] [added: DISCLOSURES](#ib6d578eaa4db4698b1e28fb00a1a5cea_34)] | | | [removed: [26](#ib70ae0bb9487417cbb25460b18f516b1_31)] [added: [28](#ib6d578eaa4db4698b1e28fb00a1a5cea_34)] | | |

| | | | [EXECUTIVE OFFICERS OF THE [removed: REGISTRANT](#ib70ae0bb9487417cbb25460b18f516b1_34)] [added: REGISTRANT](#ib6d578eaa4db4698b1e28fb00a1a5cea_37)] | | | [removed: [27](#ib70ae0bb9487417cbb25460b18f516b1_34)] [added: [29](#ib6d578eaa4db4698b1e28fb00a1a5cea_37)] | | |

| [PART [removed: II.](#ib70ae0bb9487417cbb25460b18f516b1_37)] [added: II.](#ib6d578eaa4db4698b1e28fb00a1a5cea_40)] | | | | | | | | |

| ITEM 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#ib70ae0bb9487417cbb25460b18f516b1_40)] [added: SECURITIES](#ib6d578eaa4db4698b1e28fb00a1a5cea_43)] | | | [removed: [28](#ib70ae0bb9487417cbb25460b18f516b1_40)] [added: [30](#ib6d578eaa4db4698b1e28fb00a1a5cea_43)] | | |

| ITEM 6. | | | [removed: [\[RESERVED\]](#ib70ae0bb9487417cbb25460b18f516b1_43)] [added: [\[RESERVED\]](#ib6d578eaa4db4698b1e28fb00a1a5cea_46)] | | | [removed: [29](#ib70ae0bb9487417cbb25460b18f516b1_43)] [added: [31](#ib6d578eaa4db4698b1e28fb00a1a5cea_46)] | | |

| ITEM 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#ib70ae0bb9487417cbb25460b18f516b1_49)] [added: OPERATIONS](#ib6d578eaa4db4698b1e28fb00a1a5cea_52)] | | | [removed: [30](#ib70ae0bb9487417cbb25460b18f516b1_49)] [added: [32](#ib6d578eaa4db4698b1e28fb00a1a5cea_52)] | | |

| ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#ib70ae0bb9487417cbb25460b18f516b1_193)] [added: RISK](#ib6d578eaa4db4698b1e28fb00a1a5cea_151)] | | | [removed: [46](#ib70ae0bb9487417cbb25460b18f516b1_193)] [added: [50](#ib6d578eaa4db4698b1e28fb00a1a5cea_151)] | | |

| ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#ib70ae0bb9487417cbb25460b18f516b1_196)] [added: DATA](#ib6d578eaa4db4698b1e28fb00a1a5cea_154)] | | | [removed: [47](#ib70ae0bb9487417cbb25460b18f516b1_196)] [added: [51](#ib6d578eaa4db4698b1e28fb00a1a5cea_154)] | | |

| ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#ib70ae0bb9487417cbb25460b18f516b1_322)] [added: DISCLOSURE](#ib6d578eaa4db4698b1e28fb00a1a5cea_247)] | | | [removed: [106](#ib70ae0bb9487417cbb25460b18f516b1_322)] [added: [112](#ib6d578eaa4db4698b1e28fb00a1a5cea_247)] | | |

| ITEM 9A. | | | [CONTROLS AND [removed: PROCEDURES](#ib70ae0bb9487417cbb25460b18f516b1_325)] [added: PROCEDURES](#ib6d578eaa4db4698b1e28fb00a1a5cea_250)] | | | [removed: [107](#ib70ae0bb9487417cbb25460b18f516b1_325)] [added: [112](#ib6d578eaa4db4698b1e28fb00a1a5cea_250)] | | |

| ITEM 9B. | | | [OTHER [removed: INFORMATION](#ib70ae0bb9487417cbb25460b18f516b1_328)] [added: INFORMATION](#ib6d578eaa4db4698b1e28fb00a1a5cea_253)] | | | [removed: [108](#ib70ae0bb9487417cbb25460b18f516b1_328)] [added: [113](#ib6d578eaa4db4698b1e28fb00a1a5cea_253)] | | |

| ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#ib70ae0bb9487417cbb25460b18f516b1_331)] [added: INSPECTIONS](#ib6d578eaa4db4698b1e28fb00a1a5cea_259)] | | | [removed: [110](#ib70ae0bb9487417cbb25460b18f516b1_331)] [added: [113](#ib6d578eaa4db4698b1e28fb00a1a5cea_259)] | | |

| ITEM 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#ib70ae0bb9487417cbb25460b18f516b1_337)] [added: GOVERNANCE](#ib6d578eaa4db4698b1e28fb00a1a5cea_265)] | | | [removed: [110](#ib70ae0bb9487417cbb25460b18f516b1_337)] [added: [113](#ib6d578eaa4db4698b1e28fb00a1a5cea_265)] | | |

| ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#ib70ae0bb9487417cbb25460b18f516b1_340)] [added: COMPENSATION](#ib6d578eaa4db4698b1e28fb00a1a5cea_268)] | | | [removed: [110](#ib70ae0bb9487417cbb25460b18f516b1_340)] [added: [114](#ib6d578eaa4db4698b1e28fb00a1a5cea_268)] | | |

| ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#ib70ae0bb9487417cbb25460b18f516b1_343)] [added: MATTERS](#ib6d578eaa4db4698b1e28fb00a1a5cea_271)] | | | [removed: [110](#ib70ae0bb9487417cbb25460b18f516b1_343)] [added: [114](#ib6d578eaa4db4698b1e28fb00a1a5cea_271)] | | |

| ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#ib70ae0bb9487417cbb25460b18f516b1_346)] [added: INDEPENDENCE](#ib6d578eaa4db4698b1e28fb00a1a5cea_274)] | | | [removed: [111](#ib70ae0bb9487417cbb25460b18f516b1_346)] [added: [115](#ib6d578eaa4db4698b1e28fb00a1a5cea_274)] | | |

| ITEM 14. | | | [PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES](#ib70ae0bb9487417cbb25460b18f516b1_349)] [added: SERVICES](#ib6d578eaa4db4698b1e28fb00a1a5cea_277)] | | | [removed: [111](#ib70ae0bb9487417cbb25460b18f516b1_349)] [added: [115](#ib6d578eaa4db4698b1e28fb00a1a5cea_277)] | | |

| ITEM 15. | | | [EXHIBIT AND FINANCIAL STATEMENT [removed: SCHEDULES](#ib70ae0bb9487417cbb25460b18f516b1_355)] [added: SCHEDULES](#ib6d578eaa4db4698b1e28fb00a1a5cea_283)] | | | [removed: [112](#ib70ae0bb9487417cbb25460b18f516b1_355)] [added: [116](#ib6d578eaa4db4698b1e28fb00a1a5cea_283)] | | |

| ITEM 16. | | | [FORM 10-K [removed: SUMMARY](#ib70ae0bb9487417cbb25460b18f516b1_358)] [added: SUMMARY](#ib6d578eaa4db4698b1e28fb00a1a5cea_286)] | | | [removed: [112](#ib70ae0bb9487417cbb25460b18f516b1_358)] [added: [116](#ib6d578eaa4db4698b1e28fb00a1a5cea_286)] | | |

The Company cautions that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control, that could cause the Company’s actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, risks related to: The Company's ability to develop or acquire new products and technologies that achieve market acceptance and meet applicable quality and regulatory requirements; the ability [added: of the company] to [removed: manage general economic, business] [added: execute on its operating model] and [removed: capital market conditions,] [added: drive organizational improvement; the Company's’ ability to successfully execute and complete portfolio simplification,] including the [removed: impact] [added: completion] of [removed: recessions, economic downturns and global price inflation; fluctuations in] the [removed: cost] [added: divestiture of the Residential] and [removed: availability] [added: Light Commercial business, as well as the possibility that the expected benefits] of [removed: public] [added: such actions will not be realized or will not be realized within the expected time frame; the ability to hire] and [removed: private financing for our customers;] [added: retain senior management and other key personnel, including successfully executing] the [added: Company's Chief Executive Officer succession plan; the] ability to innovate and adapt to emerging technologies, ideas and trends in the marketplace, including the incorporation of technologies such as artificial intelligence; the ability to manage [removed: macroeconomic] [added: general economic, business] and [removed: geopolitical volatility,] [added: capital market conditions,] including [removed: shortages impacting] the [added: impact of recessions, economic downturns and global price inflation; fluctuations in the cost and] availability of [removed: raw materials] [added: public] and [removed: component products] [added: private financing for the Company's customers; the ability to manage macroeconomic] and [added: geopolitical volatility, including supply chain shortages and] the conflicts between Russia and Ukraine and Israel and Hamas; managing the risks and impacts of potential and actual security breaches, cyberattacks, privacy breaches or data breaches, [removed: including business, service, or operational disruptions, the unauthorized access to or disclosure of data, financial loss, reputational damage, increased response and remediation costs, legal, and regulatory proceedings or other unfavorable outcomes; our ability to remediate our material weakness;] maintaining and improving the capacity, reliability and security of the Company's enterprise information technology infrastructure; the ability to manage the lifecycle cybersecurity risk in the development, deployment and operation of the Company's digital platforms and services; changes to laws or policies governing foreign trade, including economic sanctions, tariffs, foreign exchange and capital controls, import/export controls or other trade restrictions; fluctuations in currency exchange rates; changes or uncertainty in laws, regulations, rates, policies, or interpretations that impact the Company's business operations or tax status; the ability to adapt to global climate change, climate change regulation and successfully meet the Company's public sustainability commitments; [added: risks and uncertainties related to] the [added: settlement with a nationwide class of public water systems concerning the use of AFFF; the] outcome of litigation and governmental proceedings; the risk of infringement or expiration of intellectual property rights; the Company's ability to manage disruptions caused by catastrophic or geopolitical events, such as natural disasters, armed conflict, political change, climate change, pandemics and outbreaks of contagious diseases and other adverse public health developments; [removed: the ability of the Company to drive organizational improvement;] any delay or inability of the Company to realize the expected benefits and synergies of recent portfolio transactions; the [removed: ability to hire and retain senior management and other key personnel; the] tax treatment of recent portfolio transactions; significant transaction costs and/or unknown liabilities associated with such transactions; labor shortages, work stoppages, union negotiations, labor disputes and other matters associated with the labor force; and the cancellation of or changes to commercial arrangements.

| [PART I.](#ib6d578eaa4db4698b1e28fb00a1a5cea_13) | | | | | | | | |

| [PART III.](#ib6d578eaa4db4698b1e28fb00a1a5cea_262) | | | | | | | | |

| [PART IV.](#ib6d578eaa4db4698b1e28fb00a1a5cea_280) | | | | | | | | |

| | | | [INDEX TO EXHIBITS](#ib6d578eaa4db4698b1e28fb00a1a5cea_289) | | | [117](#ib6d578eaa4db4698b1e28fb00a1a5cea_289) | | |

| | | | [SIGNATURES](#ib6d578eaa4db4698b1e28fb00a1a5cea_292) | | | [122](#ib6d578eaa4db4698b1e28fb00a1a5cea_292) | | |

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

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

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

| | | | [INDEX TO EXHIBITS](#ib70ae0bb9487417cbb25460b18f516b1_361) | | | [113](#ib70ae0bb9487417cbb25460b18f516b1_361) | | |

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

Cybersecurity Strategy and Risk Management

The Company faces a wide variety of cybersecurity threats ranging from uncoordinated individual attempts to gain unauthorized access to information technology ("IT") systems to sophisticated and targeted measures known as advanced persistent threats directed at the Company, its products, its customers, supply chain and/or its third-party service providers, including cloud providers.

These threats and incidents originate from many sources globally.

The Company’s cybersecurity policies, standards, and procedures apply to all users, creating awareness of threats and the importance of information security and cybersecurity across the Company’s workforce.

The policies and standards were created using elements of recognized standards such as ISO 27001 and the NIST Cybersecurity Framework for the overall enterprise and ISA/IEC 62443 for automation and control system products.

The Company has implemented cybersecurity policies throughout its operations, including designing and incorporating cybersecurity into the development process for its products and services.

The Company’s enterprise risk management (“ERM”) process considers cybersecurity threat risks alongside other significant risks as part of the Company’s overall risk assessment process.

The Company leverages multiple channels to promote cybersecurity topics, deliver targeted initial and refresher training for all users, and conduct an annual mandatory global information security training campaign with certification, which is translated into 20 languages, and ongoing awareness campaigns.

These elements are designed to maintain a risk aware culture.

The Company maintains a 24 x 7 operations center that monitors the Company’s IT environment, and coordinates the investigation and remediation of alerts.

As cybersecurity events occur, the cybersecurity team focuses on responding to and containing the threat and minimizing impact.

In the event of an incident, the cybersecurity team assesses, among other factors, supply chain and manufacturing disruption, data and personal information loss, business operations disruption, projected cost and potential for reputational harm, with participation from technical, legal and law enforcement support, as appropriate.

The Company’s vulnerability management program conducts assessments with specified frequencies for specific asset types to validate system health against known threats.

The Company leverages multiple tools, which are routinely updated with new threat signatures, to continually respond to evolving threats identified as part of its threat detection capability.

The Company also maintains a cybersecurity insurance policy.

The Company engages with third parties to perform security assessments of its technology environment to perform penetration testing and maturity assessment as well as providing services to support threat analysis and incident detection and response.

Cybersecurity considerations affect the selection and oversight of the Company’s third-party product and service providers.

The Company performs due diligence on third parties that have access to its critical systems and data and whose products and services are integrated into the Company’s products.

Contractual undertakings and oversight are put in place, based on the results of the risk assessment to manage and reduce the cybersecurity risk associated with such third-party providers.

Such undertakings may include requirements to comply with administrative, technical and physical safeguards to provide notification of cyber incidents involving the Company’s systems or data and agreements to be subject to cybersecurity audits, which the Company conducts as appropriate.

The Company requires compliance with appropriate certifications (e.g., SOC 2, ISO 27001, etc.) depending on the offering, region of use, and other factors.

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

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.

The impact of the incident included lost and deferred revenues, primarily attributable to order processing and logistics disruptions and delays, and expenses associated with the response to, and remediation of, the incident.

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

The overall impact of the cybersecurity incident did not have a material impact on net income, net of insurance recoveries, or cash flows from operations for the full year fiscal 2024.

Cybersecurity Governance

The Company’s Board of Directors (the "Board”) has oversight of the management of the most significant risks facing the Company, including cybersecurity.

The Board receives information technology and cybersecurity updates from senior management, including the Chief Information Officer, Chief Information Security Officer (“CISO”) and Chief Technology Officer, several times per year.

These updates cover the cybersecurity risks facing the Company’s enterprise information

technology environment, as well as the Company’s digital products and services.

Regular oversight of cybersecurity matters is further delegated by the Board to the Governance and Sustainability Committee.

The Governance and Sustainability Committee provides a deeper level of oversight through quarterly engagements with senior management, including the Chief Information Officer and CISO, to review the Company’s cybersecurity program, including the highest risk areas and key mitigation strategies.

The Company maintains a Cybersecurity Steering Committee ("CSC") designed to ensure effective governance of risks associated with the Company’s use of information and technology assets and demonstrate effective governance of cybersecurity risk.

The CSC is chaired by the CISO, and includes the Company’s Chief Financial Officer, General Counsel, Chief Information Officer, and other senior representatives from the Company’s business segments and functions.

The CSC meets quarterly to monitor the current risk landscape and active risk reduction efforts.

Through this review and monitoring activity, the CSC oversees effective governance of IT Risk Management in the Enterprise IT Portfolio, drives accountability and transparency of control effectiveness, and facilitates risk remediation and mitigation in a coordinated and comprehensive manner.

The CISO is appointed by the Chief Information Officer and is responsible for cybersecurity risk management across the Company.

The CISO leads a global enterprise security team responsible for enterprise-wide security strategy, architecture, engineering, and operations.

The Cybersecurity Steering Committee has granted authority to the CISO to pause or stop business processes during the execution of cybersecurity incident response duties if they deem it necessary.

Requirement not yet applicable to the Company.

At September 30, [removed: 2023, these] [added: 2024,] properties [added: related to continuing operations] totaled approximately [removed: 40] [added: 24] million square feet of floor space of which [removed: 12] [added: 6] million square feet are owned and [removed: 28] [added: 18] 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: December 14, 2023] [added: November 19, 2024] 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: 13, 2024.][added: 12, 2025.]

*Julie [removed: Brandt,* 49,] [added: Brandt, 50*,] has served as Vice President and President, Building Solutions, North America since 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 [removed: as] Managing Director, Hong Kong, Macau and Taiwan, from January 2016 until December 2018.

*Nathan Manning*, [removed: 47,] [added: 48,] has served as Vice President and Chief Operations Officer, Global Field Operations, since December 2022.

“Skip” McConeghy,* [removed: 57,] [added: 58,] has served as Vice President, Chief Accounting and Tax Officer since June 2022.

Mr. McConeghy previously served as Vice President, Global Tax [removed: since] [added: from] October 2020 [added: until June 2022] and as interim Controller [removed: since] [added: from] February [added: 2022 until June] 2022.

Oliver,* [removed: 63,] [added: 64,] has served as Chief Executive Officer and Chairman of the Board since September 2017.

Prior to that, Mr. Oliver was Tyco's Chief Executive Officer, a position he held [removed: since] [added: from] September [removed: 2012.][added: 2012 until the completion of the Johnson Controls/Tyco merger in September 2016.]

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

Mr. Oliver also serves as a director on the board of [removed: Raytheon Technologies,] [added: RTX Corporation,] an aerospace and defense company.

*Anu Rathninde*, [removed: 53,] [added: 54,] has served as Vice President and President, Building Solutions, Asia Pacific since May 2022.

*Lei Zhang Schlitz*, [removed: 57,] [added: 58,] has served as Vice President and President, Global Products, since November 2022.

[removed: *Marc Vandiepenbeeck,* 45,] [added: *Richard Lek*, 58,] has served as Vice President and President, Building Solutions, Europe, Middle East, Africa and Latin America since [removed: August 2023.][added: November 2024.]

Mr. Lek has served in roles of increasing responsibility at Johnson Controls since 2002, including Vice President and General Manager, Continental Europe, from March 2023 until November 2024, Chief Operating Officer and Business Transformation Leader Asia Pacific from August 2021 until March 2023, Vice President Business Transformation Global Products from August 2019 until March 2023, and Vice President Business Transformation EMEA/LA from January 2018 until August 2019.

Earlier in his career, Mr. Lek held various Vice President and General Manage roles in the Middle East and Africa.

*Marc Vandiepenbeeck,* 46, has served as Executive Vice President and Chief Financial Officer since January 2024.

He previously served as Vice President and President, Building Solutions, Europe, Middle East, Africa and Latin America from August 2023 until November 2024.

*Olivier Leonetti,* 59, has served as Chief Financial Officer since November 2020.

Prior to joining Johnson Controls, Mr. Leonetti served as the Senior Vice President and Chief Financial Officer of Zebra Technologies, a provider of enterprise-level data capture and automatic identification solutions, a position he had held since November 2016.

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

Prior to joining Western Digital, Mr. Leonetti served as Vice President of Finance – Global Commercial Organization at Amgen, Inc. from 2011 to 2014.

From 1997 to 2011, Mr. Leonetti served in various senior finance positions with increasing responsibility at Dell Inc., including most recently as Vice President of Finance.

Prior to joining Dell Inc., Mr. Leonetti served in various worldwide finance capacities with Lex Rac Service plc and the Gillette Company.

Mr. Leonetti also serves as a director on the board of Eaton Corporation plc, a provider of power management technologies and services.

Electric divisions.

| Ordinary Shares, $0.01 par value | | | [removed: 28,519] [added: 27,065] | | |

As of September 30, [removed: 2023,] [added: 2024,] approximately [removed: $3.0] [added: $1.7] billion remains available under the share repurchase program which was authorized by the Company's Board of Directors in March 2021.

During fiscal [removed: 2023,] [added: 2024,] the Company repurchased [removed: $625 million] [added: $1.2 billion] of its ordinary shares on 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: 2023.][added: 2024.]

During the three months ended September 30, [removed: 2023,] [added: 2024,] 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: 2018] [added: 2019] and the reinvestment of all dividends since that date.

![TRS Snip [removed: FY'23] [added: FY'24] at 100 [removed: percent.gif](https://www.sec.gov/Archives/edgar/data/833444/000083344423000048/jci-20230930_g1.gif)][added: percent.gif](https://www.sec.gov/Archives/edgar/data/833444/000083344424000064/jci-20240930_g1.gif)]

| Title of Class | | | as of October 31, 2024 | | |

| 7/1/24 - 7/31/24 | | | 1,160,452 | | | | | | $ | 68.56 | | | | | 1,160,452 | | | | | | $ | 2,033,972,948 | |

| 8/1/24 - 8/31/24 | | | 3,009,247 | | | | | | 68.30 | | | | | | 3,009,247 | | | | | | 1,828,447,394 | | |

| 9/1/24 - 9/30/24 | | | 1,195,769 | | | | | | 70.80 | | | | | | 1,195,769 | | | | | | 1,743,792,876 | | |

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

| 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 | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ib70ae0bb9487417cbb25460b18f516b1_199)] [added: Firm](#ib6d578eaa4db4698b1e28fb00a1a5cea_157)] (PCAOB ID 238) | | | [removed: [48](#ib70ae0bb9487417cbb25460b18f516b1_199)] [added: [52](#ib6d578eaa4db4698b1e28fb00a1a5cea_157)] | | |

| [Consolidated Statements of Income for the years ended September 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ib70ae0bb9487417cbb25460b18f516b1_202)] [added: 2022](#ib6d578eaa4db4698b1e28fb00a1a5cea_160)] | | | [removed: [51](#ib70ae0bb9487417cbb25460b18f516b1_202)] [added: [54](#ib6d578eaa4db4698b1e28fb00a1a5cea_160)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended September 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ib70ae0bb9487417cbb25460b18f516b1_205)] [added: 2022](#ib6d578eaa4db4698b1e28fb00a1a5cea_163)] | | | [removed: [52](#ib70ae0bb9487417cbb25460b18f516b1_205)] [added: [55](#ib6d578eaa4db4698b1e28fb00a1a5cea_163)] | | |

| [Consolidated Statements of Financial Position as of September 30, [removed: 2023] [added: 2024] and [removed: 2022](#ib70ae0bb9487417cbb25460b18f516b1_208)] [added: 2023](#ib6d578eaa4db4698b1e28fb00a1a5cea_166)] | | | [removed: [53](#ib70ae0bb9487417cbb25460b18f516b1_208)] [added: [56](#ib6d578eaa4db4698b1e28fb00a1a5cea_166)] | | |

| [Consolidated Statements of Cash Flows for the years ended September 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ib70ae0bb9487417cbb25460b18f516b1_211)] [added: 2022](#ib6d578eaa4db4698b1e28fb00a1a5cea_169)] | | | [removed: [54](#ib70ae0bb9487417cbb25460b18f516b1_211)] [added: [57](#ib6d578eaa4db4698b1e28fb00a1a5cea_169)] | | |

| [Consolidated Statements of Shareholders' Equity for the years ended September 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ib70ae0bb9487417cbb25460b18f516b1_214)] [added: 2022](#ib6d578eaa4db4698b1e28fb00a1a5cea_172)] | | | [removed: [55](#ib70ae0bb9487417cbb25460b18f516b1_214)] [added: [58](#ib6d578eaa4db4698b1e28fb00a1a5cea_172)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ib70ae0bb9487417cbb25460b18f516b1_220)] [added: Statements](#ib6d578eaa4db4698b1e28fb00a1a5cea_175)] | | | [removed: [56](#ib70ae0bb9487417cbb25460b18f516b1_220)] [added: [59](#ib6d578eaa4db4698b1e28fb00a1a5cea_175)] | | |

| [1. Summary of Significant Accounting [removed: Policies](#ib70ae0bb9487417cbb25460b18f516b1_223)] [added: Policies](#ib6d578eaa4db4698b1e28fb00a1a5cea_178)] | | | [removed: [56](#ib70ae0bb9487417cbb25460b18f516b1_223)] [added: [59](#ib6d578eaa4db4698b1e28fb00a1a5cea_178)] | | |

| [2. Acquisitions and [removed: Divestitures](#ib70ae0bb9487417cbb25460b18f516b1_226)] [added: Divestitures](#ib6d578eaa4db4698b1e28fb00a1a5cea_181)] | | | [removed: [65](#ib70ae0bb9487417cbb25460b18f516b1_226)] [added: [69](#ib6d578eaa4db4698b1e28fb00a1a5cea_181)] | | |

| [3. Assets and Liabilities Held for [removed: Sale](#ib70ae0bb9487417cbb25460b18f516b1_229) [and](#ib70ae0bb9487417cbb25460b18f516b1_229) [Discontinued Operations](#ib70ae0bb9487417cbb25460b18f516b1_229)] [added: Sale and Discontinued Operations](#ib6d578eaa4db4698b1e28fb00a1a5cea_184)] | | | [removed: [67](#ib70ae0bb9487417cbb25460b18f516b1_229)] [added: [69](#ib6d578eaa4db4698b1e28fb00a1a5cea_184)] | | |

| [7. Property, Plant and [removed: Equipment](#ib70ae0bb9487417cbb25460b18f516b1_241)] [added: Equipment](#ib6d578eaa4db4698b1e28fb00a1a5cea_196)] | | | [removed: [70](#ib70ae0bb9487417cbb25460b18f516b1_241)] [added: [74](#ib6d578eaa4db4698b1e28fb00a1a5cea_196)] | | |

| [8. Goodwill and Other Intangible [removed: Assets](#ib70ae0bb9487417cbb25460b18f516b1_244)] [added: Assets](#ib6d578eaa4db4698b1e28fb00a1a5cea_199)] | | | [removed: [70](#ib70ae0bb9487417cbb25460b18f516b1_244)] [added: [74](#ib6d578eaa4db4698b1e28fb00a1a5cea_199)] | | |

| [10. Debt and Financing [removed: Arrangements](#ib70ae0bb9487417cbb25460b18f516b1_250)] [added: Arrangements](#ib6d578eaa4db4698b1e28fb00a1a5cea_205)] | | | [removed: [73](#ib70ae0bb9487417cbb25460b18f516b1_250)] [added: [78](#ib6d578eaa4db4698b1e28fb00a1a5cea_205)] | | |

| [11. Derivative Instruments and Hedging [removed: Activities](#ib70ae0bb9487417cbb25460b18f516b1_256)] [added: Activities](#ib6d578eaa4db4698b1e28fb00a1a5cea_208)] | | | [removed: [75](#ib70ae0bb9487417cbb25460b18f516b1_256)] [added: [80](#ib6d578eaa4db4698b1e28fb00a1a5cea_208)] | | |

| [12. Fair Value [removed: Measurements](#ib70ae0bb9487417cbb25460b18f516b1_262)] [added: Measurements](#ib6d578eaa4db4698b1e28fb00a1a5cea_211)] | | | [removed: [79](#ib70ae0bb9487417cbb25460b18f516b1_262)] [added: [83](#ib6d578eaa4db4698b1e28fb00a1a5cea_211)] | | |

| [13. Stock-Based [removed: Compensation](#ib70ae0bb9487417cbb25460b18f516b1_265)] [added: Compensation](#ib6d578eaa4db4698b1e28fb00a1a5cea_214)] | | | [removed: [81](#ib70ae0bb9487417cbb25460b18f516b1_265)] [added: [85](#ib6d578eaa4db4698b1e28fb00a1a5cea_214)] | | |

| [14. Earnings Per [removed: Share](#ib70ae0bb9487417cbb25460b18f516b1_271)] [added: Share](#ib6d578eaa4db4698b1e28fb00a1a5cea_217)] | | | [removed: [83](#ib70ae0bb9487417cbb25460b18f516b1_271)] [added: [87](#ib6d578eaa4db4698b1e28fb00a1a5cea_217)] | | |

| [16. Retirement [removed: Plans](#ib70ae0bb9487417cbb25460b18f516b1_283)] [added: Plans](#ib6d578eaa4db4698b1e28fb00a1a5cea_223)] | | | [removed: [84](#ib70ae0bb9487417cbb25460b18f516b1_283)] [added: [88](#ib6d578eaa4db4698b1e28fb00a1a5cea_223)] | | |

| [17. Restructuring and Related [removed: Costs](#ib70ae0bb9487417cbb25460b18f516b1_286)] [added: Costs](#ib6d578eaa4db4698b1e28fb00a1a5cea_226)] | | | [removed: [91](#ib70ae0bb9487417cbb25460b18f516b1_286)] [added: [96](#ib6d578eaa4db4698b1e28fb00a1a5cea_226)] | | |

| [18. Income [removed: Taxes](#ib70ae0bb9487417cbb25460b18f516b1_292)] [added: Taxes](#ib6d578eaa4db4698b1e28fb00a1a5cea_229)] | | | [removed: [92](#ib70ae0bb9487417cbb25460b18f516b1_292)] [added: [97](#ib6d578eaa4db4698b1e28fb00a1a5cea_229)] | | |

| [21. Commitments and [removed: Contingencies](#ib70ae0bb9487417cbb25460b18f516b1_310)] [added: Contingencies](#ib6d578eaa4db4698b1e28fb00a1a5cea_238)] | | | [removed: [100](#ib70ae0bb9487417cbb25460b18f516b1_310)] [added: [105](#ib6d578eaa4db4698b1e28fb00a1a5cea_238)] | | |

We have audited the accompanying consolidated statements of financial position of Johnson Controls International plc and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of September 30, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of income, of comprehensive income, of shareholders' equity and of cash flows for each of the three years in the period ended September 30, [removed: 2023,] [added: 2024,] including the related notes (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of September 30, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended September 30, [removed: 2023] [added: 2024] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company [removed: did not maintain,] [added: maintained,] in all material respects, effective internal control over financial reporting as of September 30, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the [removed: COSO because a material weakness in internal control over financial reporting existed as of that date related to][added: COSO.]

The [removed: material weakness referred to above] [added: Company's management] is [removed: described] [added: 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 reporting, included] in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A.

As described in Notes [removed: 1] [added: 1, 3] and 4 to the consolidated financial statements, the Company recognized [removed: $26,793 million of] net sales [added: of $22,952 million from continuing operations and $4,466 million from discontinued operations] for the year ended September 30, [removed: 2023,] [added: 2024,] of which a majority relates to certain over time and point in time contracts with customers.

Revenue associated with the sale of equipment and related installations are [added: generally] recognized over time on a cost-to-cost input method, while the revenue for monitoring and maintenance services are recognized over time as services are rendered.

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 [added: completion of the arrangement in the current year for certain over time contracts with customers.]

[removed: |] /s/ PricewaterhouseCoopers LLP [removed: | | |]

[removed: |] Milwaukee, Wisconsin [removed: | | |]

| (in millions, except per share data) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Services | | | [removed: 6,542] [added: 6,985] | | | | | | [removed: 6,025] [added: 6,542] | | | | | | [removed: 6,466] [added: 6,025] | | |

| Services | | | [removed: 3,791] [added: 4,198] | | | | | | [removed: 3,423] [added: 3,791] | | | | | | [removed: 3,761] [added: 3,423] | | |

| Selling, general and administrative expenses | | | [removed: (6,181)] [added: 5,661] | | | | | | [removed: (5,945)] [added: 5,387] | | | | | | [removed: (5,258)] [added: 5,078] | | |

| Restructuring and impairment costs | | | [removed: (1,064)] | | | [added: 34] | | | [removed: (721)] | | | [added: 15] | | | [removed: (242)] | | | [added: 20 | | | | | |]

| Net financing charges | | | [removed: (281)] | | | [added: 17] | | | [removed: (213)] | | | [added: 23] | | | [removed: (206)] | | | [added: 8 | | | | | |]

| Income from continuing operations before income taxes | | | [removed: 1,710] [added: 1,522] | | | | | | [removed: 1,710] [added: 1,113] | | | | | | [removed: 2,614] [added: 1,112] | | |

| Income tax provision (benefit) | | | [removed: (323)] [added: 111] | | | | | | [removed: (13)] [added: (468)] | | | | | | [removed: 868] [added: (182)] | | |

| Income from continuing operations | | | [removed: 2,033] [added: 1,411] | | | | | | [removed: 1,723] [added: 1,581] | | | | | | [removed: 1,746] [added: 1,294] | | |

| [4. Revenue Recognition](#ib6d578eaa4db4698b1e28fb00a1a5cea_187) | | | [72](#ib6d578eaa4db4698b1e28fb00a1a5cea_187) | | |

| [6. Inventories](#ib6d578eaa4db4698b1e28fb00a1a5cea_193) | | | [73](#ib6d578eaa4db4698b1e28fb00a1a5cea_193) | | |

| [9. Leases](#ib6d578eaa4db4698b1e28fb00a1a5cea_202) | | | [77](#ib6d578eaa4db4698b1e28fb00a1a5cea_202) | | |

| [15. Equity](#ib6d578eaa4db4698b1e28fb00a1a5cea_220) | | | [87](#ib6d578eaa4db4698b1e28fb00a1a5cea_220) | | |

| [19. Segment Information](#ib6d578eaa4db4698b1e28fb00a1a5cea_232) | | | [101](#ib6d578eaa4db4698b1e28fb00a1a5cea_232) | | |

| [20. Guarantees](#ib6d578eaa4db4698b1e28fb00a1a5cea_235) | | | [104](#ib6d578eaa4db4698b1e28fb00a1a5cea_235) | | |

| Products and systems | | | $ | 15,967 | | | | | $ | 15,789 | | | | | $ | 14,612 | |

| | | | 22,952 | | | | | | 22,331 | | | | | | 20,637 | | |

| Products and systems | | | 10,677 | | | | | | 10,736 | | | | | | 10,124 | | |

| | | | 14,875 | | | | | | 14,527 | | | | | | 13,547 | | |

| Gross profit | | | 8,077 | | | | | | 7,804 | | | | | | 7,090 | | |

| Restructuring and impairment costs | | | 510 | | | | | | 1,049 | | | | | | 701 | | |

| Net financing charges | | | 342 | | | | | | 258 | | | | | | 205 | | |

| Equity income (loss) | | | (42) | | | | | | 3 | | | | | | 6 | | |

| Continuing operations | | | $ | 2.09 | | | | | $ | 2.28 | | | | | $ | 1.84 | |

| Total | | | $ | 2.53 | | | | | $ | 2.70 | | | | | $ | 2.20 | |

| Continuing operations | | | $ | 2.08 | | | | | $ | 2.27 | | | | | $ | 1.83 | |

| Discontinued operations | | | 0.44 | | | | | | $ | 0.42 | | | | | 0.36 | | |

| Total | | | $ | 2.52 | | | | | $ | 2.69 | | | | | $ | 2.19 | |

| Accounts receivable - net | | | 6,051 | | | | | | 5,494 | | |

| Inventories | | | 1,774 | | | | | | 1,872 | | |

| Current assets held for sale | | | 1,595 | | | | | | 1,552 | | |

| Goodwill | | | 16,725 | | | | | | 16,772 | | |

| Other intangible assets - net | | | 4,130 | | | | | | 4,772 | | |

| Noncurrent assets held for sale | | | 3,210 | | | | | | 3,105 | | |

| Short-term debt | | | $ | 953 | | | | | $ | 361 | |

| Accounts payable | | | 3,389 | | | | | | 3,498 | | |

| Accrued compensation and benefits | | | 1,048 | | | | | | 847 | | |

| Current liabilities held for sale | | | 1,431 | | | | | | 1,375 | | |

| Pension and postretirement benefit obligations | | | 217 | | | | | | 252 | | |

| Noncurrent liabilities held for sale | | | 405 | | | | | | 407 | | |

| (in millions) | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Income from continuing operations attributable to Johnson Controls | | | $ | 1,407 | | | | | $ | 1,562 | | | | | $ | 1,279 | |

| Income from continuing operations attributable to noncontrolling interests | | | 4 | | | | | | 19 | | | | | | 15 | | |

| Income from continuing operations | | | 1,411 | | | | | | 1,581 | | | | | | 1,294 | | |

| Depreciation and amortization | | | 816 | | | | | | 745 | | | | | | 717 | | |

| Deferred income taxes | | | (403) | | | | | | (602) | | | | | | (190) | | |

| Accounts receivable | | | (537) | | | | | | (259) | | | | | | (409) | | |

| Inventories | | | (17) | | | | | | (58) | | | | | | (539) | | |

| Other assets | | | (482) | | | | | | (187) | | | | | | (349) | | |

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

| [5. Accounts Receivable](#ib70ae0bb9487417cbb25460b18f516b1_235) | | | [69](#ib70ae0bb9487417cbb25460b18f516b1_235) | | |

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

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

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

| [19. Segment Information](#ib70ae0bb9487417cbb25460b18f516b1_298) | | | [96](#ib70ae0bb9487417cbb25460b18f516b1_298) | | |

| [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.

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.

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 reporting included in management’s report referred to above.

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.

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

| | | |

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

| December 14, 2023 | | |

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

| Products and systems | | | $ | 20,251 | | | | | $ | 19,274 | | | | | $ | 17,202 | |

| | | | 26,793 | | | | | | 25,299 | | | | | | 23,668 | | |

| Products and systems | | | 14,031 | | | | | | 13,533 | | | | | | 11,848 | | |

| | | | 17,822 | | | | | | 16,956 | | | | | | 15,609 | | |

| Gross profit | | | 8,971 | | | | | | 8,343 | | | | | | 8,059 | | |

| Equity income | | | 265 | | | | | | 246 | | | | | | 261 | | |

| Continuing operations | | | $ | 2.70 | | | | | $ | 2.20 | | | | | $ | 2.11 | |

| Net income | | | $ | 2.70 | | | | | $ | 2.20 | | | | | $ | 2.28 | |

| Continuing operations | | | $ | 2.69 | | | | | $ | 2.19 | | | | | $ | 2.10 | |

| Net income | | | $ | 2.69 | | | | | $ | 2.19 | | | | | $ | 2.27 | |

| Accounts receivable, less allowance for expected credit losses of $90 and $66, respectively | | | 6,006 | | | | | | 5,727 | | |

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

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

| Accounts payable | | | 4,268 | | | | | | 4,368 | | |

| Net income | | | 2,033 | | | | | | 1,723 | | | | | | 1,746 | | |

| Depreciation and amortization | | | 848 | | | | | | 830 | | | | | | 845 | | |

| Deferred income taxes | | | (676) | | | | | | (141) | | | | | | 36 | | |

| Accounts receivable | | | (168) | | | | | | (427) | | | | | | (143) | | |

| Inventories | | | (81) | | | | | | (773) | | | | | | (219) | | |

The Company’s management, with the participation of [removed: the Company’s] [added: its] 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 September 30, [removed: 2023.][added: 2024.]

[removed: The] [added: Based on such evaluation, the] Company’s [added: Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2024, the Company’s] disclosure controls and procedures are [removed: designed to ensure that] [added: effective in recording, processing, summarizing, and reporting, on a timely basis,] information required to be disclosed by the Company in the reports [added: that] it files or submits under the Exchange Act, [removed: is recorded, processed, summarized] and [removed: reported, within the time periods specified in the Commissions’ rules and forms, and] that [removed: 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, [removed: due to] the [removed: material weakness described below, the] Company’s management has concluded that, as of September 30, [removed: 2023,] [added: 2024,] the [removed: Company did not maintain effective] [added: Company's] internal control over financial [removed: reporting.][added: reporting was effective.]

[removed: The] [added: Controls and Procedures" of its Annual Report on Form 10-K for the year ended September 30, 2023, as the] Company did not maintain sufficient information technology [added: (“IT”)] controls to prevent or detect, on a timely basis, unauthorized access to certain of its financial reporting systems.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of the Company's internal control over financial reporting as of September 30, [removed: 2023] [added: 2024] as stated in its report which is included in Item 8 of this Form 10-K.

[removed: Remediation Plan for] [added: Remediation of Previously Reported] Material Weakness in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, [removed: 2023,] [added: 2024,] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company's management concluded that a material weakness existed as of September 30, 2023, as previously disclosed in “Item 9A.

The Company has taken corrective action to remediate and address the IT control deficiencies that aggregated to the noted material weakness.

The controls that address the material weakness have been designed, implemented and operated effectively as of September 30, 2024 and for a sufficient period of time during fiscal 2024 in order for management to test these controls and conclude that the material weakness had been remediated as of September 30, 2024.

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.

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.

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 [removed: Plans][added: Plan]

On [removed: August 8, 2023, Marc Vandiepenbeeck,] [added: September 12, 2024, Nathan Manning,] the [removed: Company’s] [added: Company's] Vice President and [removed: President, Building Solutions, Europe, Middle East, Africa and Latin America,] [added: Chief Operations Officer, Global Field Operations,] entered into a Rule [removed: 10b5–1] [added: 10b5-1] trading arrangement (the [removed: “Vandiepenbeeck] [added: "Manning] 10b5-1 [removed: Plan”)] [added: Plan")] during the [removed: Company’s third] [added: Company's fiscal fourth] quarter open trading window.

The [removed: Vandiepenbeeck] [added: Manning] 10b5-1 Plan [added: is intended to satisfy the Rule 10b5-1 affirmative defense and] contemplates the sale in regular intervals of [removed: up to 12,974] [added: 14,219] ordinary shares of Company stock [added: previously] issued upon the vesting of restricted stock [removed: units and performance stock units.][added: unit awards.]

The [removed: Vandiepenbeeck] [added: Manning] 10b5-1 Plan is expected to become effective on or about [removed: December 20, 2023] [added: February 1, 2025] and is scheduled to terminate upon the earlier of the sale of all shares contemplated under the [removed: Vandiepenbeeck] [added: Manning] 10b5-1 Plan or [removed: December 26, 2024.][added: November 30, 2025.]

During the three months ended September 30, 2024, except as provided below, none of the Company's directors or Section 16 officers adopted, amended or terminated a “Rule 10b5–1 trading arrangement” or “non-Rule 10b5–1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K).

Nathan Manning Rule 10b5-1 Plan

Executive Officer Retention Award

On November 18, 2024, the Compensation and Talent Development Committee of the Board of Directors of Johnson Controls International plc (the “Company”) approved a special retention RSU award (the “Retention Award”) for Julie Brandt, the Company’s Vice President and President, Building Solutions North America.

The Retention Award consists of a grant of RSUs with a grant date of November 18, 2024 and a grant date fair value of $1,000,000.

The Retention Award is cliff vesting after a period of one year.

In the event of an involuntary not for cause termination, vesting for the Retention Award will accelerate on a pro-rata basis based on the number of full months actively employed in the vesting term.

In the event of a termination as a result of death or disability, vesting for the Retention Award will accelerate in full.

In the event of any other termination, including retirement, voluntary and termination “for cause”, the Retention Award will be forfeited.

The terms of the Retention Award are governed by the Company’s standard terms of and conditions for restricted share/unit awards, filed as [Exhibit 10.1](https://www.sec.gov/Archives/edgar/data/833444/000083344423000005/q1ex101fy2310-q.htm) to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2022, filed with the SEC on February 1, 2023, which is incorporated herein by reference.

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”):

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.

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.

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: 2023)] [added: 2024)] for its annual meeting to be held on March [removed: 13, 2024,] [added: 12, 2025,] 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: 13, 2024] [added: 12, 2025] (the “Johnson Controls Proxy Statement”) and is incorporated by reference herein.

The Company posts any amendments to or waivers of its Code of Ethics (to the extent applicable to the Company’s directors or executive [removed: officers) at the same location on the Company’s website.]

officers) at the same location on the Company’s website.

Insider Trading Policy

The Company has adopted an insider trading policy governing the purchase, sale, and/or other dispositions of its securities by its directors, officers, employees and independent contractors that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to the Company.

Directors, executive officers, employees and other related persons may not buy, sell or engage in other transactions in the Company’s shares while aware of material non-public information; buy or sell securities of other companies while aware of material non-public information about those companies that they became aware of as a result of business dealings between the Company and those companies; or disclose material non-public information to any unauthorized persons outside of the Company.

The policy also restricts trading and other transactions for a limited group of Company employees (including executives and directors) to defined window periods that follow the Company's quarterly earnings releases and restricts trading and other transactions following announcement of a share repurchase program.

The following table provides information about the Company's equity compensation plans as of September 30, [removed: 2023:][added: 2024:]

| Equity compensation plans approved by shareholders | | | | | | 4,244,782 | | | | | | $ | 46.51 | | | | | 35,544,152 | | |

| Total | | | | | | 4,244,782 | | | | | | $ | 46.51 | | | | | 35,544,152 | | |

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

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

| [Report of Independent Registered Public Accounting [removed: Firm](#ib70ae0bb9487417cbb25460b18f516b1_199)] [added: Firm](#ib6d578eaa4db4698b1e28fb00a1a5cea_157)] | | | | | | [removed: [48](#ib70ae0bb9487417cbb25460b18f516b1_199)] [added: [52](#ib6d578eaa4db4698b1e28fb00a1a5cea_157)] | | |

| [Consolidated Statements of Income for the years ended September 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ib70ae0bb9487417cbb25460b18f516b1_202)] [added: 2022](#ib6d578eaa4db4698b1e28fb00a1a5cea_160)] | | | | | | [removed: [51](#ib70ae0bb9487417cbb25460b18f516b1_202)] [added: [54](#ib6d578eaa4db4698b1e28fb00a1a5cea_160)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended September 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ib70ae0bb9487417cbb25460b18f516b1_205)] [added: 2022](#ib6d578eaa4db4698b1e28fb00a1a5cea_163)] | | | | | | [removed: [52](#ib70ae0bb9487417cbb25460b18f516b1_205)] [added: [55](#ib6d578eaa4db4698b1e28fb00a1a5cea_163)] | | |

| [Consolidated Statements of Financial Position at September 30, [removed: 2023] [added: 2024] and [removed: 2022](#ib70ae0bb9487417cbb25460b18f516b1_208)] [added: 2023](#ib6d578eaa4db4698b1e28fb00a1a5cea_166)] | | | | | | [removed: [53](#ib70ae0bb9487417cbb25460b18f516b1_208)] [added: [56](#ib6d578eaa4db4698b1e28fb00a1a5cea_166)] | | |

| [Consolidated Statements of Cash Flows for the years ended September 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ib70ae0bb9487417cbb25460b18f516b1_211)] [added: 2022](#ib6d578eaa4db4698b1e28fb00a1a5cea_169)] | | | | | | [removed: [54](#ib70ae0bb9487417cbb25460b18f516b1_211)] [added: [57](#ib6d578eaa4db4698b1e28fb00a1a5cea_169)] | | |

| [Consolidated Statements of Shareholders’ Equity for the years ended September 30, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021](#ib70ae0bb9487417cbb25460b18f516b1_214)] [added: 2022](#ib6d578eaa4db4698b1e28fb00a1a5cea_172)] | | | | | | [removed: [55](#ib70ae0bb9487417cbb25460b18f516b1_214)] [added: [58](#ib6d578eaa4db4698b1e28fb00a1a5cea_172)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ib70ae0bb9487417cbb25460b18f516b1_220)] [added: Statements](#ib6d578eaa4db4698b1e28fb00a1a5cea_175)] | | | | | | [removed: [56](#ib70ae0bb9487417cbb25460b18f516b1_220)] [added: [59](#ib6d578eaa4db4698b1e28fb00a1a5cea_175)] | | |

| Reference is made to the separate exhibit index contained on page [removed: [113](#ib70ae0bb9487417cbb25460b18f516b1_361)] [added: [117](#ib6d578eaa4db4698b1e28fb00a1a5cea_289)] filed herewith. | | | | | | | | |

| 2.1 | | | | | | [Separation and Distribution Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient Limited (incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed September 9, [removed: 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143835/a16-18104_1ex2d1.htm)] [added: 2016)](https://www.sec.gov/Archives/edgar/data/833444/000110465916143835/a16-18104_1ex2d1.htm)] | | |

| 4.1 | | | | | | [Indenture, dated December 28, 2016, between Johnson Controls International plc and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the registrant’s current report on Form 8-K filed on December 28, [removed: 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916164074/a16-23370_1ex4d1.htm)] [added: 2016)](https://www.sec.gov/Archives/edgar/data/833444/000110465916164074/a16-23370_1ex4d1.htm)] | | |

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

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

| 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, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/833444/000119312521275152/d195759dex42.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/833444/000119312521275152/d195759dex42.htm)] | | |

| 4.9 | | | | | | [Tenth Supplemental Indenture, dated as of May 23, 2023, 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 4.250% Senior Notes due 2035).(incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on May 23, [removed: 2023)](http://www.sec.gov/Archives/edgar/data/833444/000119312523151889/d675825dex42.htm)] [added: 2023)](https://www.sec.gov/Archives/edgar/data/833444/000119312523151889/d675825dex42.htm)] | | |

| [removed: 4.10] [added: 4.11] | | | | | | [Description of the Ordinary Shares of Johnson Controls International plc (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344423000048/ex410202310-k.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344424000064/ex411202410-k.htm)] | | |

| [removed: 4.11] [added: 4.12] | | | | | | [Description of the Johnson Controls International plc Notes (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344423000048/ex411202310-k.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344424000064/ex412202410-k.htm)] | | |

| [removed: 4.12] [added: 4.13] | | | | | | [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/833444/000083344423000048/ex412202310-k.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344424000064/ex413202410-k.htm)] | | |

| [removed: 4.13] [added: 4.14] | | | | | | Miscellaneous long-term debt agreements and financing leases with banks and other creditors and debenture indentures.* | | |

| [removed: 4.14] [added: 4.15] | | | | | | Miscellaneous industrial development bond long-term debt issues and related loan agreements and leases.* | | |

| 10.1 | | | | | | [Credit Agreement, dated as of December 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: (filed herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344423000048/ex101202310-k.htm)] [added: (](https://www.sec.gov/Archives/edgar/data/833444/000083344423000048/ex101202310-k.htm)[i](https://www.sec.gov/Archives/edgar/data/833444/000083344423000048/ex101202310-k.htm)[ncorporated by reference to Exhibit 10.1 of the registrants Annual Report on Form 10-K filed on December 14, 2023)](https://www.sec.gov/Archives/edgar/data/833444/000083344423000048/ex101202310-k.htm)] | | |

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

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

| 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. [removed: 1-13836)](http://www.sec.gov/Archives/edgar/data/833444/000119312512411575/d418617dex101.htm)] [added: 1-13836)](https://www.sec.gov/Archives/edgar/data/833444/000119312512411575/d418617dex101.htm)] | | |

| 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. [removed: 1-13836)](http://www.sec.gov/Archives/edgar/data/833444/000119312512411575/d418617dex102.htm)] [added: 1-13836)](https://www.sec.gov/Archives/edgar/data/833444/000119312512411575/d418617dex102.htm)] | | |

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

| 10.7 | | | | | | [Form of Deed of Indemnification between Johnson Controls International plc and certain of its directors and officers [removed: (filed herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344423000048/ex107202310-k.htm)] [added: (incorporated by reference to Exhibit 10.7 of the registrants Annual Report on Form 10-K filed on December 14, 2023)](https://www.sec.gov/Archives/edgar/data/833444/000083344423000048/ex107202310-k.htm)] | | |

| 10.8 | | | | | | [Form of Indemnification Agreement between Tyco Fire & Security (US) Management, LLC and certain directors and officers of Johnson Controls International plc [removed: (filed herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344423000048/ex108202310-k.htm)] [added: (incorporated by reference to Exhibit 10.8 of the registrants Annual Report on Form 10-K filed on December 14, 2023)](https://www.sec.gov/Archives/edgar/data/833444/000083344423000048/ex108202310-k.htm)] | | |

| 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, [removed: 2017)](http://www.sec.gov/Archives/edgar/data/833444/000083344417000016/q2ex102fy1710-q.htm)] [added: 2017)](https://www.sec.gov/Archives/edgar/data/833444/000083344417000016/q2ex102fy1710-q.htm)] | | |

| [removed: 10.10] [added: 10.16] | | | | | | [removed: [Johnson] [added: [Letter Agreement between Johnson] Controls International plc [removed: 2012 Omnibus Incentive Plan (incorporated] [added: and George R. Oliver dated December 8, 2017 (Incorporated] by reference to Exhibit [removed: 10.6] [added: 10.1] to the registrant’s Current Report on Form 8-K filed on [removed: September 6, 2016)](http://www.sec.gov/Archives/edgar/data/833444/000110465916143068/a16-17941_1ex10d6.htm)] [added: December 11, 2017)](https://www.sec.gov/Archives/edgar/data/833444/000083344417000064/exh101letteragreementbetwe.htm)] | | |

| [removed: 10.11] [added: 10.10] | | | | | | [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, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/833444/000119312521014765/d78643ddef14a.htm#rom78643_27)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/833444/000119312521014765/d78643ddef14a.htm#rom78643_27)] | | |

| [removed: 10.12] [added: 10.11] | | | | | | [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, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/833444/000083344421000020/q2ex104fy2110-q.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/833444/000083344421000020/q2ex104fy2110-q.htm)] | | |

| [removed: 10.13] [added: 10.12] | | | | | | [Johnson Controls International plc Executive Deferred Compensation Plan, as amended and restated March 11, 2021 (Incorporated by reference to Exhibit 10.5 to the registrant’s Quarterly Report on Form 10-Q filed on April 30, [removed: 2021)](http://www.sec.gov/Archives/edgar/data/833444/000083344421000020/q2ex105fy2110-q.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/833444/000083344421000020/q2ex105fy2110-q.htm)] | | |

| 10.14 | | | | | | [Johnson Controls International plc Retirement Restoration Plan, as amended and restated March 11, 2021 (incorporated by reference to Exhibit 10.7 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)](https://www.sec.gov/Archives/edgar/data/833444/000083344421000020/q2ex107fy2110-q.htm)] | | |

| 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, [removed: 2017)](http://www.sec.gov/Archives/edgar/data/833444/000083344417000049/exhibit102tycosupplemental.htm)] [added: 2017)](https://www.sec.gov/Archives/edgar/data/833444/000083344417000049/exhibit102tycosupplemental.htm)] | | |

| [removed: 10.16] [added: 2.2] | | | | | | [removed: [Letter Agreement] [added: [Stock and Asset Purchase Agreement, dated as of July 23, 2024, by and] between Johnson Controls International plc and [removed: George R. Oliver dated December 8, 2017 (Incorporated] [added: Robert Bosch GmbH (incorporated] by reference to Exhibit [removed: 10.1] [added: 2.1] to the registrant’s Current Report on Form 8-K filed [removed: on December 11, 2017)](http://www.sec.gov/Archives/edgar/data/833444/000083344417000064/exh101letteragreementbetwe.htm)] [added: July 26, 2024)](https://www.sec.gov/Archives/edgar/data/833444/000119312524186281/d835802dex21.htm)] | | |

| 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, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/833444/000083344419000005/q1ex102optionrsupsuagreeme.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/833444/000083344419000005/q1ex102optionrsupsuagreeme.htm)] | | |

| 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, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/833444/000083344419000051/ex1024201910-k.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/833444/000083344419000051/ex1024201910-k.htm)] | | |

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

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

| 10.21 | | | | | | [Form of terms and conditions for Option / SAR Awards, Restricted Stock / Unit Awards, Performance Share Awards under the Johnson Controls International plc 2012 Share and Incentive Plan for periods commencing on September 2, 2016 (incorporated by reference to Exhibit 10.33 to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016 filed on November 23, [removed: 2016)](http://www.sec.gov/Archives/edgar/data/833444/000083344416000216/ex10332016plc10-k.htm)] [added: 2016)](https://www.sec.gov/Archives/edgar/data/833444/000083344416000216/ex10332016plc10-k.htm)] | | |

| [removed: 10.22] [added: 10.23] | | | | | | [Form of terms and conditions for Option / SAR Awards, [removed: and] Restricted Stock / Unit Awards, [added: Performance Share Awards] under the Johnson Controls International plc 2012 Share and Incentive Plan for [removed: periods commencing on September 2, 2016 applicable to Messrs. Molinaroli, Oliver and Stief] [added: fiscal 2021](https://www.sec.gov/Archives/edgar/data/833444/000083344421000011/q1ex101fy2110-q.htm)] (incorporated by reference to Exhibit 10.1 to [added: the] registrant’s Quarterly Report on Form 10-Q filed on [removed: February 8, 2017)](http://www.sec.gov/Archives/edgar/data/833444/000083344417000007/q1ex101fy1710-q.htm)] [added: January 29, 2021)] | | |

| [removed: 10.23] [added: 10.24] | | | | | | [Form of terms and conditions for Option [added: / SAR] Awards, Restricted [added: Stock /] Unit Awards, Performance Share Awards under the [removed: 2012 Share] [added: Johnson Controls International plc 2021 Equity] and Incentive [removed: Plan for fiscal 2016] [added: Plan](https://www.sec.gov/Archives/edgar/data/833444/000083344421000020/q2ex102fy2110-q.htm)] (incorporated by reference to Exhibit 10.2 to the registrant’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed on [removed: October 13, 2015)](http://www.sec.gov/Archives/edgar/data/833444/000083344415000077/ex102.htm)] [added: April 30, 2021)] | | |

| [removed: 10.24] [added: 10.26] | | | | | | [Form of terms and conditions for Option [added: / SAR] Awards, Restricted [added: Stock /] Unit Awards, Performance Share Awards under the [removed: 2012 Stock] [added: Johnson Controls International plc 2021 Equity] and Incentive Plan for fiscal [removed: 2015] [added: 2023] (incorporated by reference to Exhibit [removed: 10.9] [added: 10.1] to the registrant’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K for the fiscal year ended September 26, 2014] [added: 10-Q] filed on [removed: November 14, 2014) (Commission File No. 1-13836)](http://www.sec.gov/Archives/edgar/data/833444/000083344414000124/exhibit109.htm)] [added: February 1, 2023)](https://www.sec.gov/Archives/edgar/data/833444/000083344423000005/q1ex101fy2310-q.htm)] | | |

| [removed: 10.28] [added: 10.22] | | | | | | [Restrictive covenants applicable to equity award agreements beginning December 2019 (incorporated by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed on January 31, [removed: 2020)](http://www.sec.gov/Archives/edgar/data/833444/000083344420000006/q1ex103fy2010-q.htm)] [added: 2020)](https://www.sec.gov/Archives/edgar/data/833444/000083344420000006/q1ex103fy2010-q.htm)] | | |

| [removed: 10.29] [added: 10.27] | | | | | | [Form of terms and conditions for Option / SAR [removed: Awards, Restricted Stock / Unit Awards, Performance Share] Awards under the Johnson Controls International plc [removed: 2012 Share] [added: 2021 Equity] and Incentive Plan for fiscal [removed: 2021](https://www.sec.gov/Archives/edgar/data/833444/000083344421000011/q1ex101fy2110-q.htm)] [added: 2024] (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed on January [removed: 29, 2021)] [added: 30, 2024)](https://www.sec.gov/Archives/edgar/data/833444/000083344424000011/q1ex101fy2410-q.htm)] | | |

| [removed: 10.30] [added: 10.25] | | | | | | [Form of terms and conditions for [removed: Option / SAR Awards,] Restricted Stock [removed: / Unit Awards, Performance Share Awards] [added: Units for Directors] under the Johnson Controls International plc 2021 Equity and Incentive [removed: Plan](https://www.sec.gov/Archives/edgar/data/833444/000083344421000020/q2ex102fy2110-q.htm)] [added: Plan](https://www.sec.gov/Archives/edgar/data/833444/000083344421000020/q2ex103fy2110-q.htm)] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.3] to the registrant’s Quarterly Report on Form 10-Q filed on April 30, 2021) | | |

| [removed: 10.31] [added: 10.13] | | | | | | [removed: [Form of terms and conditions for Restricted Stock Units for Directors under the Johnson] [added: [Johnson] Controls International plc [removed: 2021 Equity] [added: Senior Executive Deferred Compensation Plan, as amended] and [removed: Incentive Plan](https://www.sec.gov/Archives/edgar/data/833444/000083344421000020/q2ex103fy2110-q.htm) (incorporated] [added: restated effective March 11, 2021 (Incorporated] by reference to Exhibit [removed: 10.3] [added: 10.6] to the registrant’s Quarterly Report on Form 10-Q filed on April 30, [removed: 2021)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/833444/000083344421000020/q2ex106fy2110-q.htm)[](https://www.sec.gov/Archives/edgar/data/833444/000083344421000020/q2ex106fy2110-q.htm)] | | |

| 21.1 | | | | | | [Subsidiaries of Johnson Controls International plc (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344423000048/ex211202310-k.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344424000064/ex211202410-k.htm)] | | |

| 4.10 | | | | | | [Eleventh Supplemental Indenture, dated as of April 19, 2024, 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 5.500% Senior Notes due 2029).(incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on April 19,2024)](https://www.sec.gov/Archives/edgar/data/833444/000119312524102867/d830386dex42.htm) | | |

| 10.28 | | | | | | [Restrictive covenants applicable to equity award agreements beginning March 2024 (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed on May 1, 2024)](https://www.sec.gov/Archives/edgar/data/833444/000083344424000029/q2ex102fy2410-q.htm) | | |

| 10.29 | | | | | | [Settlement Agreement for Water Systems by and among Tyco Fire Products LP, and the representatives of certain U.S. active public water systems as set forth therein, dated April 12, 2024 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed April 12, 2024)](https://www.sec.gov/Archives/edgar/data/833444/000083344424000023/ex101.htm) | | |

| 19.1 | | | | | | [Johnson Controls International plc Insider Trading Policy, effective September 11, 2024 (filed herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344424000064/ex191202410-k.htm) | | |

| By | | | /s/ Marc Vandiepenbeeck | | |

| | | | Marc Vandiepenbeeck | | |

| Date: | | | November 19, 2024 | | |

| /s/ Seetarama Kotagiri Seetarama Kotagiri Director | | | | | | /s/ Simone Menne Simone Menne Director | | |

| | | | | | | | | |

| 10.25 | | | | | | [Form of terms and conditions for Option Awards, Restricted Unit Awards, Performance Share Awards under the 2012 Stock and Incentive Plan for fiscal 2014 (incorporated by reference to Exhibit 10.9 to the registrant’s Annual Report on Form 10-K filed on for the year ended September 27, 2013 filed on November 14, 2013) (Commission File No. 1-13836)](http://www.sec.gov/Archives/edgar/data/833444/000083344413000045/tyc20130927ex109.htm) | | |

| 10.26 | | | | | | [Johnson Controls, Inc. 2012 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1(a) to Johnson Controls, Inc.'s Current Report on Form 8-K filed January 28, 2013) (Commission File No. 1-5097)](http://www.sec.gov/Archives/edgar/data/53669/000119312513025711/d472435dex101a.htm) | | |

| 10.27 | | | | | | [Form of option/stock appreciation right agreement for Johnson Controls, Inc. 2012 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1(c) to Johnson Controls, Inc.'s Current Report on Form 8-K filed November 21, 2013) (Commission File No. 1-5097)](http://www.sec.gov/Archives/edgar/data/53669/000005366913000030/exh101c-stockappreciationr.htm) | | |

| 10.32 | | | | | | [Form of terms and conditions for Restricted Stock / Unit Awards under the Johnson Controls International plc 2021 Equity and Incentive Plan applicable to Ms. Schlitz (incorporated by reference to Exhibit 10.37 to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022 filed on November 15, 2022)](http://www.sec.gov/Archives/edgar/data/833444/000083344422000043/ex1037202210-k.htm) | | |

| 10.33 | | | | | | [Form of terms and conditions for Option / SAR Awards, Restricted Stock / Unit Awards, Performance Share Awards under the Johnson Controls International plc 2021 Equity and Incentive Plan for fiscal 2023 (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed on February 1, 2023)](http://www.sec.gov/Archives/edgar/data/833444/000083344423000005/q1ex101fy2310-q.htm) | | |

| By | | | /s/ Olivier Leonetti | | |

| | | | Olivier Leonetti | | |

| Date: | | | December 14, 2023 | | |