Johnson Controls International (JCI) 10-K risk factor changes: FY2025 vs FY2024

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

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 [removed: products, particularly with respect to our digital services and solutions business and OpenBlue software platform.][added: products.]

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

[removed: During the fourth quarter of fiscal year 2024, the] [added: The] Company [added: has] 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.

Risks associated with these actions include delays in execution, [removed: including a delay in the completion of the R&LC HVAC business divestiture,] additional unexpected costs, loss of customer relationships, realization of fewer than [added: estimated productivity improvements, increased change fatigue, organizational strain and adverse effects on employee morale.]

Our ability to sustain and grow our business requires us to hire, retain and develop a high-performance, customer-centric [removed: and diverse] management team and workforce.

Failure to ensure that we have [removed: the leadership] [added: leadership, technical] and talent capacity with the necessary skillset and experience could impede our ability to deliver our growth objectives, execute our strategic plan and effectively transition our leadership.

Failure to achieve and maintain a high level of product and service quality [added: and on-time delivery] could damage our reputation with customers and negatively impact our results.

[removed: In addition, when] [added: When] our products fail to perform as expected, we are exposed to warranty, product liability, personal injury and other claims.

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

In many jurisdictions, product liability claims are not limited to any specified amount of [removed: recovery.][added: recovery and such claims or contribution requests or requirements could exceed our available insurance.]

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

[removed: The incident could also] [added: We have and may in the future experience cybersecurity incidents that] cause [added: us to incur significant costs,] reputational damage, [removed: exposure] [added: expose us] to legal claims or enforcement actions and fines levied by governmental organizations, which in turn could materially and adversely affect our results of operations.

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

Despite [removed: these efforts,] [added: our efforts to deploy countermeasures to deter, prevent, detect, respond to and mitigate cybersecurity threats,] we have experienced, and will likely continue to experience, attacks and resulting breaches or breakdowns of our, or our third-party service providers’, databases or systems.

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

If we are unable to manage the lifecycle cybersecurity risk in development, deployment and operation of our digital platforms and services, they could become susceptible to cybersecurity incidents and lead to third-party claims that our product failures have caused [removed: damages] [added: damage] to our customers.

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

The actual or perceived risk of theft, loss, fraudulent use or misuse of customer, employee or other data as a result of the [added: foregoing or any other] cybersecurity incident, as well as non-compliance with applicable industry standards or our contractual [removed: or other legal obligations or privacy and information security policies regarding such data, could result in costs, fines, litigation or regulatory actions.]

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

We 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 [removed: secure.][added: secured.]

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

While we maintain general liability insurance coverage and coverage for errors or omissions, such coverage might not be adequate or otherwise protect us from liabilities or damages with respect to [removed: claims alleging compromises of customer data, that] such [removed: coverage will continue to be available to us on acceptable terms or at all, or that such coverage will pay future] claims.

The successful assertion of one or more large claims against us that exceeds our available insurance coverage, or results in [added: adverse] changes to our insurance policies [removed: (including premium increases or the imposition of large deductible or co-insurance requirements),] could have an adverse effect on our business.

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

The use of [removed: artificial intelligence] [added: AI] 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 [added: stakeholders, our] reputation and [added: our] 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 [removed: against.][added: against on cost, quality or other attributes.]

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

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

There continues to be a lack of consistent climate [added: and refrigerant transition] legislation, which creates economic and regulatory uncertainty.

Further, there can be no assurance of the extent to which any of our commitments will be achieved, or that any future investments we make in furtherance of achieving such targets and goals will meet investor expectations or any binding or non-binding legal standards regarding sustainability [removed: performance.]

We use a wide range of materials (primarily steel, copper and aluminum) and components (including [removed: semiconductors and other] [added: semiconductors,] electronic [removed: components)] [added: components, and components utilizing rare earth minerals)] in the global production of our products, which come from numerous suppliers around the world.

For example, [removed: during 2022 and 2023] we [added: have in the past] experienced the following supply chain [removed: issues,] [added: 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 could experience the [removed: reoccurrence] [added: recurrence] of similar or new disruptions in the future, the effect of which will depend on our ability to successfully mitigate the impact of these disruptions.

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

We employ approximately [removed: 94,000] [added: 87,000] people worldwide.

Approximately [removed: 23%] [added: 21%] of these employees are covered by collective bargaining agreements or works councils.

Additionally, a work stoppage at one of our suppliers could materially and adversely affect our operations if an alternative source of supply [removed: were] [added: was] not readily available.

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 [removed: the entry into a definitive agreement to divest] our R&LC HVAC business.

We may also experience unfavorable [removed: reaction] [added: reactions] to the [removed: divestiture] [added: divestitures] by customers, competitors, suppliers and employees, making it more difficult to maintain business and operational relationships.

If we are unable to be agile and responsive to disruption in the development of new products, services and technologies, including capabilities such as energy efficiency, cooling technology (including liquid

We seek to develop and maintain a high-performance, customer centric culture and commercial organization characterized by differentiated products and services, the attraction and retention of top talent and delivering sustained results.

The implementation of our operating model also depends on our ability to quickly respond to market and innovation driven changes and redeploy our resources as needed within our organization.

In addition, during fiscal year 2025, the Company realigned its organizational structure into three regional reporting segments as part of ongoing initiatives to drive simplification, accelerate growth, and better reflect its organizational and operational structure.

relationships and market share.

Our ability to compete and generate sales depends in part on our capacity to meet customer demand and ensure that products and services are delivered to the customer on time.

If we are unable to manufacture and deliver products to customers on time, we could experience lost sales and increased costs and we could be exposed to legal, financial, and reputational risks.

The inability to deliver our products to customers on time could also restrict our manufacturing capacity, which could lead to the loss of customers and restrict our ability to grow sales.

Our operations and those of our suppliers are subject to disruption for a variety of reasons.

During September 2023, we experienced a cybersecurity event where certain data, primarily employee, job applicant and personal information and other related data, was impacted.

The Company has taken appropriate actions to notify individuals and regulatory authorities.

or other legal obligations or privacy and information security policies regarding such data, could result in litigation and/or regulatory activity and associated fines, damages, costs, awards, or settlements.

In addition, we have and may in the future be required to make certain third-party notifications to individuals and regulators.

Continued use of AI in the development of our products and services could also impact our intellectual property protections.

patents.

In addition, the rollback of existing climate and refrigerant transition legislation in certain jurisdictions could increase our costs to adapt our portfolio for compliance and competitiveness in different markets.

performance.

Increases in prevailing interest rates or disruptions in financial markets and

The United States has announced tariffs and reciprocal tariffs on a wide range of products manufactured or produced worldwide, including Canada, China, the European Union, Japan and Mexico, among others.

Several countries have similarly announced reciprocal or other tariffs impacting products manufactured or produced in the United States.

The United States has and may in the future pause, reimpose or increase tariffs, and countries subject to such tariffs have and, in the future, may impose reciprocal tariffs or other restrictive trade measures in response to the imposition of tariffs by the United States.

We maintain operations worldwide, including the jurisdictions impacted by announced and contemplated tariffs.

If the actual and potential tariffs and reciprocal tariffs are implemented, we expect that such actions could negatively impact our revenue growth and margins in future periods through increased costs, decreased demand and other adverse economic impacts.

We could also experience increased material cost inflation and component shortages, as well as disruptions and delays in our supply chain.

The net effect of these actions will depend on our ability to successfully mitigate and offset their impact, which may not be effective.

performance of the APAC segment.

We could experience further cost fluctuations in the future, which

The goodwill and long-lived assets recorded in past acquisitions were significant, and in future acquisitions could be

Our policies

Unfavorable rulings, judgments or settlement

See Note 20, “Commitments and Contingencies,” of the notes to consolidated financial statements for additional information on these matters.

If it

A shareholder who directly holds shares may transfer those shares into his or her own broker account to be held through

Whether we will be required to deduct DWT from dividends paid to a shareholder will depend largely on whether the shareholder qualifies for an exemption from DWT under Irish law and the shareholder has provided a valid DWT form to his or her broker (in the case of shares held beneficially), or to our transfer agent (in the case of shares held directly).

Shareholders resident in the U.S., who are beneficially entitled to any dividends paid on their shares and hold their shares through DTC will not be subject to DWT provided the addresses of such shareholders in the records of the brokers holding such shares are recorded as being in the U.S. (and such brokers have further transmitted the relevant information to a qualifying intermediary appointed by us).

U.S. resident shareholders that hold their shares outside of DTC and shareholders resident in European Union countries (other than Ireland) or other countries with which Ireland has signed a tax treaty (whether the treaty has been ratified or not) and irrespective of whether they hold their shares through DTC or outside DTC) should not be subject to DWT provided such shareholders are beneficially entitled to any dividends paid on their shares and they have furnished complete and valid DWT forms (or an Internal Revenue Service (“IRS”) Form 6166 in the case of U.S resident shareholders only), to our transfer agent or their brokers (and such brokers have further transmitted the relevant information to our qualifying intermediary).

changes in energy costs or governmental regulations that would decrease 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.

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.

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.

estimated productivity improvements, increased change fatigue, organizational strain and adverse effects on employee morale.

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.

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

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

These threats and incidents originate from many sources globally, including threats from sophisticated nation-state actors and organized criminal groups, and include malware 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 target.

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

We could also experience similar consequences from future cybersecurity incidents.

We deploy countermeasures to deter, prevent, detect, respond to and mitigate 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.

During 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.

We could face similar consequences in the future if we, our suppliers, channel partners, customers or other third parties experience the actual or perceived risk of theft, loss, fraudulent use or misuse of data, including as a result of employee error or malfeasance, or as a result of the imaging, software, security and other products we incorporate into our products.

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

For

example, our recent cybersecurity incident caused disruptions to our operations, adversely affecting our financial performance in early fiscal 2024.

Further, the occurrence or reoccurrence of regional epidemics or a global pandemic, such as COVID-19, may adversely affect our operations, financial condition, and results of operations.

We maintain property damage insurance that we believe to be adequate to provide for reconstruction of facilities and equipment, cybersecurity insurance to mitigate losses resulting from cybersecurity incidents, as well as business interruption insurance to mitigate losses resulting from significant production interruption or shutdown caused by an insured loss.

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.

Risks associated with joint venture investments may adversely affect our business and financial results.

We have entered into several joint ventures and we may enter into additional joint ventures in the future.

Our joint venture partners may at any time have economic, business or legal interests or goals that are inconsistent with our goals or with the goals of the joint venture.

In addition, we may compete against our joint venture partners in certain of our markets.

Disagreements with our business partners may impede our ability to maximize the benefits of our partnerships.

Our joint venture arrangements may require us, among other matters, to pay certain costs or to make certain capital investments or to seek our joint venture partner’s consent to take certain actions.

Our joint venture partners may be unable or unwilling to meet their economic or other obligations under the operative documents, and we may be required to either fulfill those obligations alone to ensure the ongoing success of a joint venture or to dissolve and liquidate a joint venture.

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.

These risks could result in a material adverse effect on our business and financial results.

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

During 2022 through 2024, we experienced a reduction in revenue and profits as a result of the significant strengthening of the U.S. dollar against foreign currencies.

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

Political uncertainty

substantial fines.

For example, our Tyco Fire Protection Products business discontinued the production and sale of fluorinated firefighting foams in fiscal 2024, including Aqueous Film-Forming Foam ("AFFF") and related products, and has transitioned to non-fluorinated foam alternatives.

litigation risks than other businesses.

Shareholders that are residents in the U.S., European Union countries (other than Ireland) or other countries with which Ireland has signed a tax treaty (whether the treaty has been ratified or not) generally should not be subject to Irish withholding tax so long as the shareholder has provided certain Irish dividend withholding tax forms.

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

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

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

The Company further serves customers by providing technical services, including maintenance, management, repair, retrofit and replacement of equipment (in the HVAC, industrial refrigeration, controls, security and fire-protection [removed: space),] [added: space) and] energy-management consulting.

The Company partners with customers by leveraging its broad product portfolio and digital capabilities, [removed: powered by OpenBlue,] together with its direct channel service and solutions capabilities, to deliver [removed: outcome-based] solutions [removed: across the lifecycle of a building] [added: and services addressing distinct and diverse operating environments and regulatory requirements] that address customers’ needs [removed: to improve energy efficiency, enhance security, create healthy environments and reduce greenhouse gas emissions.][added: in their core missions.]

[removed: This discussion summarizes the significant factors affecting the consolidated operating results,] financial condition and liquidity of the Company on a continuing operations basis for the year ended September 30, [removed: 2024] [added: 2025] and should be read in conjunction with Item 8, the consolidated financial statements and the notes to consolidated financial statements.

[removed: Construction projects are] [added: Much of the demand for the Company’s products and solutions is] heavily dependent on general economic conditions, localized demand for real estate and the availability of credit, public funding or other financing sources.

As a result of the Company’s global presence, a significant portion of its revenues and expenses [removed: is] [added: are] denominated in currencies other than the U.S. [removed: dollar.][added: dollar, which results in non-U.S. currency risks and exchange exposure.]

In addition, [removed: the] currency exposure from the translation of non-U.S. dollar functional currency subsidiaries [removed: are not able to] [added: cannot] be hedged.

The Company continues to observe trends demonstrating increased interest and demand for its products and services that enable smart, safe, efficient and sustainable buildings, [removed: particularly within verticals including data centers, government, healthcare] [added: which are driven in part by government tax incentives, building performance standards] and [removed: higher education.][added: other regulations designed to limit emissions and combat climate change.]

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

The Company is leveraging its install base, together with data-driven products and [removed: services] [added: services,] to offer outcome-based solutions to customers with a focus on generating accelerated growth in services and recurring revenue.

[removed: The] [added: Further, the] Company has experienced, and could [removed: continue to] [added: again] experience, increased material cost inflation and component shortages, as well as disruptions and delays in its supply chain, as a result of global macroeconomic [removed: trends, including increased global demand, geopolitical and economic tensions,] [added: trends] including the [removed: conflict between Russia and Ukraine and Israel] [added: imposition of tariffs] and [removed: Hamas,] [added: other restrictive trade measures, as well as geopolitical] and [removed: labor shortages.][added: economic tensions.]

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

The Company [removed: has been engaged] [added: continues to engage] 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.

The R&LC HVAC business [removed: includes] [added: included] 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. [removed: (“Hitachi”), of which the Company owns 60% and Hitachi owns 40%.]

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

FISCAL YEAR [removed: 2024] [added: 2025] COMPARED TO FISCAL YEAR [removed: 2023][added: 2024]

[removed: Net Sales][added: | Net sales | | | $ | 23,596 | | | | | $ | 22,952 | | | | | 3 | | % |]

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

| (in millions) | | | [added: | | |] 2024 | | | | | | 2023 | | | | | | Change | | | [added: | | | 2024 | | | | | | 2023 | | | | | | Change | | |]

| [removed: Net sales] | | | $ | 22,952 | | | | | $ | 22,331 | | | | | 3 | | % |

The increase in net sales was due to higher organic sales [removed: ($790] [added: ($1,430] million), partially offset by the [removed: negative impact of foreign currency translation ($98 million) and the] net impact of acquisitions and divestitures [removed: ($71] [added: ($786] million).

Excluding the impact of foreign currency translation and business acquisitions and divestitures, consolidated net sales increased [removed: 4%] [added: 6%] over the prior year, [removed: as strong growth in Products and Systems in the Building Solutions North America segment and] [added: driven by] growth in Services [removed: in] [added: across] all [removed: Building Solutions] segments [removed: were partially offset primarily by weakness] [added: as well as growth] in [removed: China's Systems/Install business.][added: Products and Systems, led by the Americas.]

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

| Cost of sales | | | $ | [removed: 14,875] [added: 15,004] | | | | | $ | [removed: 14,527] [added: 14,875] | | | | | [removed: 2] [added: 1] | | % |

| Gross profit | | | [removed: 8,077] [added: 8,592] | | | | | | [removed: 7,804] [added: 8,077] | | | | | | [removed: 3] [added: 6] | | % |

| % of sales | | | [removed: 35.2] [added: 36.4] | | % | | | | [removed: 34.9] [added: 35.2] | | % | | | | | | |

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

[removed: Selling, General] [added: | Selling, general] and [removed: Administrative Expenses][added: administrative expenses | | | $ | 5,764 | | | | | $ | 5,661 | | | | | 2 | | % |]

| Selling, general and administrative expenses | | | [removed: $] [added: 3,206] | [removed: 5,661] | | | | | [removed: $] [added: 1,094] | [removed: 5,387] | | | | | [removed: 5] [added: 548] | | [removed: %] |

| % of sales | | | [removed: 24.7] [added: 24.4] | | % | | | | [removed: 24.1] [added: 24.7] | | % | | | | | | |

The increase in selling, general and administrative expenses ("SG&A") was primarily due to [added: higher costs to support operations ($277 million), higher transformation costs ($180 million), and] the [removed: net] [added: unfavorable] impact of [removed: the water systems AFFF settlement agreement costs net of insurance recoveries ($383] [added: prior year earn-out adjustments ($68] million), partially offset by the [removed: year-over-year] [added: net favorable] impact of [removed: net mark-to-market adjustments ($100 million)] [added: the prior year water systems AFFF settlement] and [removed: productivity improvements.][added: related insurance recoveries ($422 million).]

[removed: Restructuring] [added: | Restructuring] and [removed: Impairment Costs][added: impairment costs | | | | | | | | | $ | 546 | | | | | $ | 510 | |]

| | | | [added: Year Ended September 30, 2025] | | | | | | [removed: Year Ended September 30,] | | | | | | | | |

| (in millions) | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Goodwill and other intangible asset impairments | | | | | | | | | $ | [removed: 296] [added: 206] | | | | | $ | [removed: 212] [added: 296] | |

| Held for sale impairments | | | | | | | | | [removed: 35] [added: —] | | | | | | [removed: 498] [added: 35] | | |

| Restructuring and related costs | | | | | | | | | [removed: 143] [added: 164] | | | | | | [removed: 261] [added: 143] | | |

Refer to Note [removed: 2, "Acquisitions and Divestitures," "Note 3, "Assets and Liabilities Held for Sale and Discontinued Operations," Note 7,] [added: 6,] "Property, Plant and Equipment," Note [removed: 8,] [added: 7,] "Goodwill and Other Intangible Assets," and Note [removed: 17,] [added: 16,] "Restructuring and Related Costs," of the notes to consolidated financial statements for further disclosure related to the Company's restructuring plans and impairment costs.

On April 1, 2025, the Company, as part of ongoing initiatives to drive simplification, accelerate growth, better reflect its organizational and operational structure and align with the manner in which the Company's chief operating decision maker assesses performance and makes decisions regarding the allocation of resources following portfolio simplification actions, realigned into three reportable segments (Americas, EMEA and APAC) from four reportable segments (Global Products, Building Solutions North America, Building Solutions EMEA/LA and Building Solutions APAC).

The Company began reporting under this segment structure on April 1, 2025.

This discussion summarizes the significant factors affecting the consolidated operating results,

Positive or negative fluctuations in these dependencies could have a corresponding impact on the Company’s financial condition, results of operations and cash flows.

The Company maintains global operations.

The United States has announced tariffs and reciprocal tariffs on a wide range of products manufactured or produced worldwide, including Canada, China, the European Union, Japan and Mexico, among others.

Several countries have similarly announced reciprocal or other tariffs impacting products manufactured or produced in the United States.

In addition, the United States and other nations have, and may in the future, pause, reimpose, decrease or increase tariffs.

Although the Company has been largely able to mitigate the impact of tariffs that have been enacted to date, if additional tariffs and reciprocal tariffs are implemented (whether as currently proposed or otherwise), such actions could negatively impact the Company's revenue growth and margins in future periods through decreased sales and increased cost of goods sold.

The net effect of these events will continue to depend on the Company’s ability to successfully mitigate and offset their impact.

The Company is taking actions to mitigate the actual and anticipated impact of these events, including strengthening the Company's in region, for region manufacturing strategy, pivoting to local sourcing in its supply chain, accelerating pricing actions and asserting contractual rights through change orders.

These actions have largely been successful mitigating the impacts of the current macroeconomic environment, however, it is uncertain as to whether the actions taken or contemplated to be taken by the Company will be effective in continuing to mitigate the impact of current and future trade restrictions and their related impacts.

The Company continues to actively monitor and evaluate the development and potential impacts of tariffs and other trade restrictions on its supply chain and results of operations.

In addition, the increased maturity and adoption of AI and high-performance computing is currently impacting the microchip and data center industry and driving technology innovation, which has led to increased demand for hyperscale and data center cooling solutions that deliver heat management and energy efficiency.

The Company seeks to capitalize on these trends to enable delivery of sustainable, high-efficiency products and tailored services to enable customers to achieve their sustainability, heat management and energy efficiency goals.

Certain of our customers, including governmental and institutional customers, have exhibited increased uncertainty regarding future spending decisions due to various political and economic factors, including budget reductions, reprioritization of spending, interest rate fluctuation and economic uncertainty.

This uncertainty has and may in the future impact on the Company's ability to predict and forecast the revenue and backlog associated with these customers.

On July 31, 2025, the Company completed the divestiture of its Residential and Light Commercial ("R&LC") HVAC business to Robert Bosch GmbH (“Bosch”) for net cash proceeds of approximately $5.6 billion after tax and transaction-related expenses.

Restructuring and transformation costs in fiscal 2025 have been material, resulting in savings in 2025 and additional expected savings in fiscal 2026 and 2027.

Refer to Note 16, "Restructuring and Related Costs," for an update on the restructuring plan.

Refer to Note 4, "Revenue Recognition," of the notes to consolidated financial statements for further disclosure related to the net sales allocation between products and systems versus services revenue.

| (in millions) | | | 2025 | | | | | | 2024 | | | | | | Change | | |

The increase in gross profit was primarily due to margin improvements in Products and Systems and increased volumes for both Products and Systems and Services.

| (in millions) | | | 2025 | | | | | | 2024 | | | | | | Change | | |

| Other impairments | | | | | | | | | 176 | | | | | | 36 | | |

The increase in the effective tax rate was primarily due to non-recurring tax benefits in 2024.

| (in millions) | | | 2025 | | | | | | 2024 | | | | | | Change | | |

The Chief Executive Officer, the Company’s CODM, evaluates the performance of its segments and allocates resources based on two profitability measures, Segment EBITA and Segment EBIT:

Segment EBITA is used as a tool to allow the CODM to evaluate the recurring profitability of the segments, including revenues and expenses that are within the operational control of the segments, and excluding the impact of certain non-cash and non-recurring items.

Segment EBITA also provides the CODM with performance comparability across periods and for more accurate benchmarking against peer companies that may not have similar historical acquisition activity, by holding constant the impact of significant acquisitions.

- Segment earnings before interest and taxes ("EBIT") represents Segment EBITA, adding back the impact of amortization of intangible assets.

Segment EBIT allows the CODM to review profitability, inclusive of the impact of significant acquisition activity, informing the CODM of how the business is integrating key strategic initiatives and generating synergies.

Both EBITA and EBIT are reviewed by the CODM and compared against the profit plan and forecast for the current and prior year.

Segment EBITA and Segment EBIT are not defined under GAAP and may not be comparable to similarly titled measures used by other companies.

Measures of total assets by reportable segment are not provided to the CODM.

Therefore, asset information by segment is not disclosed.

Financial information relating to the Company’s reportable segments is as follows (in millions):

| | | | Americas | | | | | | EMEA | | | | | | APAC | | |

| Net sales | | | $ | 15,831 | | | | | $ | 4,968 | | | | | $ | 2,797 | |

| Cost of sales | | | 9,742 | | | | | | 3,228 | | | | | | 1,777 | | |

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.

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

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

During fiscal 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.

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

During fiscal 2024, revenue and profits were negatively impacted by movements in foreign exchange rates against the U.S. dollar.

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

The Company seeks to capitalize on these trends to drive growth by developing

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

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 objectives.

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 primarily due to ongoing cost pressures.

Although the Company has experienced recent stabilization, it could experience further disruptions, and shortages and cost increases 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.

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, 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.

Cybersecurity Incident

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

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

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

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

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

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 in fiscal 2024.

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

A substantial portion of direct costs incurred related to containing, investigating and remediating the incident, as well as business interruption losses, have been or are expected to be reimbursed through insurance recoveries.

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

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.

Cost of Sales / Gross Profit

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.

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

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

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

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

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

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

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

* Measure not meaningful

The fiscal 2024 effective tax rate was higher than fiscal 2023 primarily due to 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 divestiture of its R&LC HVAC business, partially offset by lower tax reserve adjustments as the result of tax audit resolutions and expired statute of limitations for certain tax years, valuation allowance adjustments and the benefits of continuing global tax planning initiatives.

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

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

Following this acquisition, Johnson Controls continued to expand its portfolio of [removed: building related] [added: building-related] product and service [removed: offerings for residential and commercial customers.][added: offerings.]

[removed: During the fourth quarter of fiscal 2024,] [added: On July 31, 2025,] the Company [removed: entered into a definitive agreement to sell] [added: completed the divestiture of] its Residential and Light Commercial ("R&LC") HVAC business to Robert Bosch GmbH (“Bosch”).

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

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

The Company partners with customers by leveraging its broad product portfolio [removed: and] [added: with] digital [removed: capabilities powered by OpenBlue,] [added: capabilities,] together with its direct channel service and solutions capabilities, to deliver [removed: outcome-based] solutions [removed: across the lifecycle of a building] [added: and services addressing distinct and diverse operating environments and regulatory requirements] that address customers’ needs [removed: to improve energy efficiency, enhance security, create healthy environments and reduce greenhouse gas emissions.][added: in their core missions.]

[removed: The] [added: As a result, the] Company conducts its business through [removed: four business] [added: three operating segments, all of which are reportable] segments:

[removed: - Provide energy-efficiency] [added: Americas also provides energy efficiency] solutions and technical services, including [removed: data-driven "smart building" solutions as well as] inspection, scheduled maintenance, and repair and replacement of mechanical and [removed: controls systems.][added: control systems, as well as data-driven "smart building" solutions, to the Americas marketplace.]

For more information on the Company’s segments, refer to Note [removed: 19,] [added: 18,] "Segment Information," of the notes to consolidated financial statements.

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

Trusted building brands, such as YORK®, Metasys®, [removed: Ansul,] [added: Ansul®,] 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's OpenBlue platform [removed: enables enterprises to better manage their physical spaces delivering sustainability, new occupant experiences, safety and security by combining] [added: combines] the Company’s building expertise with cutting-edge technology, including artificial intelligence and machine learning-powered service solutions such as remote diagnostics, predictive maintenance, workplace management, compliance monitoring and advanced risk assessments.

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

In fiscal [removed: 2024,] [added: 2025,] products and systems accounted for [removed: 70%] [added: approximately 68%] of sales from continuing operations and services accounted for [removed: 30%] [added: 32%] of sales from continuing operations.

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

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

The Company’s business strategy is to sustain and expand its position as a leader in commercial building technology and solutions by [removed: offering a full spectrum of products] [added: developing] and [added: implementing] solutions [removed: for commercial customers across the globe.][added: designed to address its customers’ vertical specific needs in their core missions.]

In [removed: 2024,] [added: 2024 and 2025,] the Company acted to optimize its core commercial buildings portfolio with the [removed: sale] [added: divestitures] of its Air Distribution Technologies [removed: business] and [removed: the entry into a definitive agreement to sell its] R&LC HVAC [removed: business.][added: businesses.]

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

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

*Capitalize on Key Growth Vectors:* Data centers, [added: decarbonization,] sustainable buildings, [removed: healthy buildings/indoor environmental quality and] smart [removed: buildings] [added: buildings, energy efficiency and mission-critical environments] represent key growth opportunities for 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 [removed: emissions] [added: emissions, maintain uptime,] and optimize building lifecycle costs while [added: delivering mission-critical environments and] 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 [removed: long term] [added: long-term] relationships with customers from installation to service, retrofit, and replacement.

*Accelerate in High Growth [removed: Digital Services, Regions and] Verticals*: The Company is focused on [removed: transforming] [added: driving growth and profit by developing and implementing solutions designed to address] its [removed: large service business through digital technology, further] [added: customers’ vertical specific needs in their core missions,] enabled by the Company’s installed base, domain expertise and global coverage.

The Company further intends to expand its presence in high growth [removed: regions and invest in high growth] verticals within the markets it serves, including [removed: healthcare, commercial offices/campus, education and] data [removed: centers.][added: centers, hospitals, university campuses, advanced manufacturing, class A offices, and airports.]

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

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

Backlog is applicable to sales of [added: both] products and systems and services and totaled [removed: $15.2] [added: $16.6] billion at September 30, [removed: 2024, including both the Building Solutions and Global Products segments.][added: 2025.]

The following table summarizes backlog and orders [added: by segment] for the [removed: Building Solutions segments:][added: Systems and Services based businesses:]

| (in billions) | | | September 30, [removed: 2024] [added: 2025] | | | | | | | | | | | | Year-over-Year Change (1) | | | | | | Year [removed: ended] [added: Ended] September 30, [removed: 2024] [added: 2025] | | | | | | | | | | | | Year-over-Year Change (1) | | |

| Total Building Solutions | | | $ | [removed: 13.1] [added: 14.9] | | | | | | | | | | | [removed: 7] [added: 13] | | % | | | | $ | [removed: 19.4] [added: 20.7] | | | | | | | | | | | 7 | | % |

(1) Change is compared to September 30, [removed: 2023] [added: 2024] (backlog) and the year ended September 30, [removed: 2023] [added: 2024] (orders) and excludes the impact of [removed: mergers,] acquisitions, dispositions and foreign currency.

Remaining performance obligations were [removed: $21.1] [added: $22.7] billion at September 30, [removed: 2024.][added: 2025.]

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

[removed: Although the Company has seen its supply chain normalize, the] [added: The] Company could experience further disruptions, [removed: shortages] [added: shortages, tariffs] 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: 2025,] [added: 2026,] commodity prices and availability could fluctuate throughout the year and could significantly affect the Company’s results of operations.

Certain of the Company’s businesses are, or have been, engaged in the handling or use of substances that may impact workplace health and safety or the [removed: environment.]

See Note [removed: 21,] [added: 20,] "Commitments and Contingencies," of the notes to consolidated financial statements for further discussion of environmental matters.

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

Inc. in 1974.

In connection with the divestiture of the R&LC HVAC business, the Company realigned its organizational structure into three regional reporting segments (Americas, EMEA and APAC) from four reporting segments (Global Products, Building Solutions North America, Building Solutions EMEA/LA and Building Solutions APAC).

The Company implemented this change effective April 1, 2025 as part of ongoing initiatives to drive simplification, accelerate growth, better reflect its organizational and operational structure and align with the manner in which the Company's chief operating decision maker assesses performance and makes decisions regarding the allocation of resources following portfolio simplification actions.

- *Americas,* which designs, manufactures, sells, installs and services HVAC, controls, building management, refrigeration, integrated electronic security systems, integrated fire detection and suppression systems, and digital (software) solutions for commercial, industrial, data center, institutional and governmental customers in the Americas (United States, Canada, and Latin America – Central and South America).

- *EMEA,* which designs, manufactures sells, installs and services HVAC, controls, building management, refrigeration, integrated electronic security systems, integrated fire detection and suppression systems, and digital (software) solutions for commercial, residential security (Subscriber business), industrial, data center, institutional, governmental, and marine customers and provides technical services, including data-driven “smart building” solutions, to markets in Europe, the Middle East and Africa.

- *APAC,* which designs, manufactures, sells, installs, and services HVAC, controls, building management, refrigeration, integrated electronic security systems, integrated fire detection and suppression systems, and digital (software) solutions for commercial, industrial, data center, institutional, and governmental customers and provides technical services, including data-driven “smart building” solutions, to the Asian and Pacific marketplaces.

network of sales and service offices.

Following these portfolio optimization actions, the Company’s core strategy remains advancing smart, healthy and sustainable buildings to power its customers’ missions, enabled by a simpler, more focused company focused on driving growth, profit, and cash flow.

To capitalize on these trends, the Company is focused on offering differentiated services and solutions designed to address its customers’ vertical specific needs in their core missions.

| Americas | | | $ | 10.6 | | | | | | | | | | | 13 | | % | | | | $ | 13.7 | | | | | | | | | | | 8 | | % |

| EMEA | | | 2.5 | | | | | | | | | | | | 12 | | % | | | | 4.4 | | | | | | | | | | | | 6 | | % |

| APAC | | | 1.8 | | | | | | | | | | | | 17 | | % | | | | 2.6 | | | | | | | | | | | | 3 | | % |

Recently, the Company has experienced increased raw material costs due to tariffs and reciprocal tariffs imposed by the United States and other nations.

Although the Company has been largely able to mitigate the impact of tariffs that have been enacted to date, if additional tariffs and reciprocal tariffs are implemented (whether as currently proposed or otherwise), such actions could negatively impact the Company's revenue growth and margins in future periods through decreased sales and increased cost of goods sold, as discussed in Item 7.

environment.

See Note 20, "Commitments and Contingencies," of the notes to consolidated financial statements for further discussion of environmental matters.

As the Company enters its next 140 years of innovation leadership, people are at the center of how it delivers value to customers.

*Employee Engagement and Inclusion*

products and enabling solutions to its customers’ toughest problems.

- Attracting High-Performing Talent: The Company attracts high-performing talent by delivering a market and persona-based employee value proposition which incorporates the Company’s mission.

- Front-Line Talent: In support of the Company’s growth strategy, the Company is investing in developing front line talent to ensure a customer-ready workforce.

This includes investment in key learning curriculum and building skill-based career pathing for all front-line staff.

Retention of program participants continues to increase year over year.

- Leadership Development: The Company has a strong leadership curriculum for first time managers, managers new to the Company, managers of managers and executive leaders.

In 2025, the high potential courses had a greater than 75% application of content to the job and a net promoter score ("NPS") of greater than 70.

The Company’s workforce declined from 2024 primarily due to divestitures including the R&LC HVAC business.

The Company’s EEO-1 Report published on our website outlines additional details on its U.S. workforce composition.

In 2016, the Company completed the spin-off of its automotive business into Adient plc, an independent, publicly traded company.

In 2019, the Company closed the sale of its Power Solutions business, completing the Company’s transformation into a pure-play building technologies and solutions provider.

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.

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

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

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

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

- *Global Products* which operates worldwide.

The Building Solutions segments:

- Design, sell, install and service HVAC, controls, building management, refrigeration, integrated electronic security and integrated fire-detection and suppression systems; and

The Global Products segment designs, manufactures and sells:

- HVAC equipment, controls software and software services;

- Refrigeration equipment and controls;

- Fire protection and suppression; and

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

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

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

To capitalize on these trends, the Company

remains focused on maintaining leading positions in delivering commercial building products, systems and solutions through its direct and indirect channels, as well as enabling growth through digital, to develop and leverage the breath of its portfolio to drive attachment, offer differentiated services and solutions over the building lifecycle and generate recurring revenue.

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

| 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) | | % |

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

However, throughout fiscal 2023 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.

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

*Diversity, Equity and Inclusion*

The Company has elevated its focus on ‘equity’ to 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 eleven categories: African American, Asia Pacific, LGBTQ+, Emerging Leaders, Hispanic, Disabilities, Veterans, Women, Sustainability, Parents and Caregivers, and Mindful Living.

Each BRG is open to all employees and sponsored and supported by senior leaders across the enterprise.

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

The Company also engages BRGs to support the acquisition and development of diverse talent internally and externally.

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

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

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

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

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

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

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

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

Refer to Note [removed: 21,] [added: 20,] "Commitments and Contingencies," of the notes to consolidated financial statements for discussion of environmental, asbestos, [removed: insurable] [added: self-insured] liabilities and other litigation matters, which is incorporated by reference herein and is considered an integral part of Part I, Item 3, "Legal Proceedings."

affirmed on appeal in November 2023.

On March 28, 2025, the Court dismissed the complaint in its entirety.

Plaintiffs have appealed the decision, though the timing of the decision by the court is currently unknown.

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.

For the Fiscal Year Ended September 30, [removed: 2024][added: 2025]

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

| [removed: 1.375%] [added: 3.900%] Notes due [removed: 2025] [added: 2026] | | | [removed: JCI25A] [added: JCI26A] | | | New York Stock Exchange | | | | | | 6.000% Notes due 2036 | | | JCI36A | | | 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 | | | | | | 5.70% Senior Notes due 2041 | | | JCI41B | | | 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 | | | | | | 5.250% Senior Notes due 2041 | | | JCI41C | | | 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 | | | | | | 4.625% Senior Notes due 2044 | | | JCI44A | | | New York Stock Exchange | | |

| [removed: 5.500%] [added: 1.750%] Senior Notes due [removed: 2029] [added: 2030] | | | [removed: JCI29] [added: JCI30] | | | New York Stock Exchange | | | | | | 5.125% Notes due 2045 | | | JCI45B | | | New York Stock Exchange | | |

| [removed: 1.750%] [added: 2.000% Sustainability-Linked] Senior Notes due [removed: 2030] [added: 2031] | | | [removed: JCI30] [added: JCI31] | | | New York Stock Exchange | | | | | | 6.950% Debentures due December 1, 2045 | | | JCI45A | | | New York Stock Exchange | | |

| [removed: 2.000% Sustainability-Linked] [added: 1.000%] Senior Notes due [removed: 2031] [added: 2032] | | | [removed: JCI31] [added: JCI32] | | | New York Stock Exchange | | | | | | 4.500% Senior Notes due 2047 | | | JCI47 | | | New York Stock Exchange | | |

| [removed: 1.000%] [added: 4.900%] Senior Notes due 2032 | | | [removed: JCI32] [added: JCI32A] | | | New York Stock Exchange | | | | | | 4.950% Senior Notes due 2064 | | | JCI64A | | | New York Stock Exchange | | |

| [removed: 4.900%] [added: 3.125%] Senior Notes due [removed: 2032] [added: 2033] | | | [removed: JCI32A] [added: JCI33] | | | New York Stock Exchange | | | | | | | | | | | | | | |

As of March 31, [removed: 2024,] [added: 2025,] the aggregate market value of Johnson Controls International plc Common Stock held by non-affiliates of the registrant was approximately [removed: $43.9] [added: $52.6] billion based on the closing sales price as reported on the New York Stock Exchange.

As of October 31, [removed: 2024, 662,185,383] [added: 2025, 611,135,655] 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: 12, 2025] [added: 4, 2026] are incorporated by reference into Part III.

Year Ended September 30, [removed: 2024][added: 2025]

| [CAUTIONARY STATEMENTS FOR FORWARD-LOOKING [removed: INFORMATION](#ib6d578eaa4db4698b1e28fb00a1a5cea_10)] [added: INFORMATION](#i4b0f49eeba1c4e41bd4adb47130de5cd_10)] | | | | | | [removed: [3](#ib6d578eaa4db4698b1e28fb00a1a5cea_10)] [added: [3](#i4b0f49eeba1c4e41bd4adb47130de5cd_10)] | | |

| ITEM 1. | | | [removed: [BUSINESS](#ib6d578eaa4db4698b1e28fb00a1a5cea_16)] [added: [BUSINESS](#i4b0f49eeba1c4e41bd4adb47130de5cd_16)] | | | [removed: [3](#ib6d578eaa4db4698b1e28fb00a1a5cea_16)] [added: [3](#i4b0f49eeba1c4e41bd4adb47130de5cd_16)] | | |

| ITEM 1A. | | | [RISK [removed: FACTORS](#ib6d578eaa4db4698b1e28fb00a1a5cea_19)] [added: FACTORS](#i4b0f49eeba1c4e41bd4adb47130de5cd_19)] | | | [removed: [12](#ib6d578eaa4db4698b1e28fb00a1a5cea_19)] [added: [11](#i4b0f49eeba1c4e41bd4adb47130de5cd_19)] | | |

| ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#ib6d578eaa4db4698b1e28fb00a1a5cea_22)] [added: COMMENTS](#i4b0f49eeba1c4e41bd4adb47130de5cd_22)] | | | [removed: [26](#ib6d578eaa4db4698b1e28fb00a1a5cea_22)] [added: [26](#i4b0f49eeba1c4e41bd4adb47130de5cd_22)] | | |

| ITEM 1C. | | | [removed: [CYBERSECURITY](#ib6d578eaa4db4698b1e28fb00a1a5cea_25)] [added: [CYBERSECURITY](#i4b0f49eeba1c4e41bd4adb47130de5cd_25)] | | | [removed: [27](#ib6d578eaa4db4698b1e28fb00a1a5cea_25)] [added: [26](#i4b0f49eeba1c4e41bd4adb47130de5cd_25)] | | |

| ITEM 2. | | | [removed: [PROPERTIES](#ib6d578eaa4db4698b1e28fb00a1a5cea_28)] [added: [PROPERTIES](#i4b0f49eeba1c4e41bd4adb47130de5cd_28)] | | | [removed: [28](#ib6d578eaa4db4698b1e28fb00a1a5cea_28)] [added: [27](#i4b0f49eeba1c4e41bd4adb47130de5cd_28)] | | |

| ITEM 3. | | | [LEGAL [removed: PROCEEDINGS](#ib6d578eaa4db4698b1e28fb00a1a5cea_31)] [added: PROCEEDINGS](#i4b0f49eeba1c4e41bd4adb47130de5cd_31)] | | | [removed: [28](#ib6d578eaa4db4698b1e28fb00a1a5cea_31)] [added: [27](#i4b0f49eeba1c4e41bd4adb47130de5cd_31)] | | |

| ITEM 4. | | | [MINE SAFETY [removed: DISCLOSURES](#ib6d578eaa4db4698b1e28fb00a1a5cea_34)] [added: DISCLOSURES](#i4b0f49eeba1c4e41bd4adb47130de5cd_34)] | | | [removed: [28](#ib6d578eaa4db4698b1e28fb00a1a5cea_34)] [added: [28](#i4b0f49eeba1c4e41bd4adb47130de5cd_34)] | | |

| | | | [EXECUTIVE OFFICERS OF THE [removed: REGISTRANT](#ib6d578eaa4db4698b1e28fb00a1a5cea_37)] [added: REGISTRANT](#i4b0f49eeba1c4e41bd4adb47130de5cd_37)] | | | [removed: [29](#ib6d578eaa4db4698b1e28fb00a1a5cea_37)] [added: [28](#i4b0f49eeba1c4e41bd4adb47130de5cd_37)] | | |

| [PART [removed: II.](#ib6d578eaa4db4698b1e28fb00a1a5cea_40)] [added: II.](#i4b0f49eeba1c4e41bd4adb47130de5cd_40)] | | | | | | | | |

| ITEM 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#ib6d578eaa4db4698b1e28fb00a1a5cea_43)] [added: SECURITIES](#i4b0f49eeba1c4e41bd4adb47130de5cd_43)] | | | [removed: [30](#ib6d578eaa4db4698b1e28fb00a1a5cea_43)] [added: [29](#i4b0f49eeba1c4e41bd4adb47130de5cd_43)] | | |

| ITEM 6. | | | [removed: [\[RESERVED\]](#ib6d578eaa4db4698b1e28fb00a1a5cea_46)] [added: [\[RESERVED\]](#i4b0f49eeba1c4e41bd4adb47130de5cd_46)] | | | [removed: [31](#ib6d578eaa4db4698b1e28fb00a1a5cea_46)] [added: [31](#i4b0f49eeba1c4e41bd4adb47130de5cd_46)] | | |

| ITEM 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#ib6d578eaa4db4698b1e28fb00a1a5cea_52)] [added: OPERATIONS](#i4b0f49eeba1c4e41bd4adb47130de5cd_52)] | | | [removed: [32](#ib6d578eaa4db4698b1e28fb00a1a5cea_52)] [added: [31](#i4b0f49eeba1c4e41bd4adb47130de5cd_52)] | | |

| ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#ib6d578eaa4db4698b1e28fb00a1a5cea_151)] [added: RISK](#i4b0f49eeba1c4e41bd4adb47130de5cd_169)] | | | [removed: [50](#ib6d578eaa4db4698b1e28fb00a1a5cea_151)] [added: [47](#i4b0f49eeba1c4e41bd4adb47130de5cd_169)] | | |

| ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#ib6d578eaa4db4698b1e28fb00a1a5cea_154)] [added: DATA](#i4b0f49eeba1c4e41bd4adb47130de5cd_172)] | | | [removed: [51](#ib6d578eaa4db4698b1e28fb00a1a5cea_154)] [added: [48](#i4b0f49eeba1c4e41bd4adb47130de5cd_172)] | | |

| ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#ib6d578eaa4db4698b1e28fb00a1a5cea_247)] [added: DISCLOSURE](#i4b0f49eeba1c4e41bd4adb47130de5cd_262)] | | | [removed: [112](#ib6d578eaa4db4698b1e28fb00a1a5cea_247)] [added: [108](#i4b0f49eeba1c4e41bd4adb47130de5cd_262)] | | |

| ITEM 9A. | | | [CONTROLS AND [removed: PROCEDURES](#ib6d578eaa4db4698b1e28fb00a1a5cea_250)] [added: PROCEDURES](#i4b0f49eeba1c4e41bd4adb47130de5cd_265)] | | | [removed: [112](#ib6d578eaa4db4698b1e28fb00a1a5cea_250)] [added: [108](#i4b0f49eeba1c4e41bd4adb47130de5cd_265)] | | |

| ITEM 9B. | | | [OTHER [removed: INFORMATION](#ib6d578eaa4db4698b1e28fb00a1a5cea_253)] [added: INFORMATION](#i4b0f49eeba1c4e41bd4adb47130de5cd_268)] | | | [removed: [113](#ib6d578eaa4db4698b1e28fb00a1a5cea_253)] [added: [108](#i4b0f49eeba1c4e41bd4adb47130de5cd_268)] | | |

| ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#ib6d578eaa4db4698b1e28fb00a1a5cea_259)] [added: INSPECTIONS](#i4b0f49eeba1c4e41bd4adb47130de5cd_274)] | | | [removed: [113](#ib6d578eaa4db4698b1e28fb00a1a5cea_259)] [added: [109](#i4b0f49eeba1c4e41bd4adb47130de5cd_274)] | | |

| ITEM 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#ib6d578eaa4db4698b1e28fb00a1a5cea_265)] [added: GOVERNANCE](#i4b0f49eeba1c4e41bd4adb47130de5cd_280)] | | | [removed: [113](#ib6d578eaa4db4698b1e28fb00a1a5cea_265)] [added: [109](#i4b0f49eeba1c4e41bd4adb47130de5cd_280)] | | |

| ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#ib6d578eaa4db4698b1e28fb00a1a5cea_268)] [added: COMPENSATION](#i4b0f49eeba1c4e41bd4adb47130de5cd_283)] | | | [removed: [114](#ib6d578eaa4db4698b1e28fb00a1a5cea_268)] [added: [109](#i4b0f49eeba1c4e41bd4adb47130de5cd_283)] | | |

| ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#ib6d578eaa4db4698b1e28fb00a1a5cea_271)] [added: MATTERS](#i4b0f49eeba1c4e41bd4adb47130de5cd_286)] | | | [removed: [114](#ib6d578eaa4db4698b1e28fb00a1a5cea_271)] [added: [110](#i4b0f49eeba1c4e41bd4adb47130de5cd_286)] | | |

| ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#ib6d578eaa4db4698b1e28fb00a1a5cea_274)] [added: INDEPENDENCE](#i4b0f49eeba1c4e41bd4adb47130de5cd_289)] | | | [removed: [115](#ib6d578eaa4db4698b1e28fb00a1a5cea_274)] [added: [110](#i4b0f49eeba1c4e41bd4adb47130de5cd_289)] | | |

| ITEM 14. | | | [PRINCIPAL [removed: ACCOUNTING FEES] [added: ACCOUNT](#i4b0f49eeba1c4e41bd4adb47130de5cd_292)[ANT](#i4b0f49eeba1c4e41bd4adb47130de5cd_292) [FEES] AND [removed: SERVICES](#ib6d578eaa4db4698b1e28fb00a1a5cea_277)] [added: SERVICES](#i4b0f49eeba1c4e41bd4adb47130de5cd_292)] | | | [removed: [115](#ib6d578eaa4db4698b1e28fb00a1a5cea_277)] [added: [110](#i4b0f49eeba1c4e41bd4adb47130de5cd_292)] | | |

| ITEM 15. | | | [EXHIBIT AND FINANCIAL STATEMENT [removed: SCHEDULES](#ib6d578eaa4db4698b1e28fb00a1a5cea_283)] [added: SCHEDULES](#i4b0f49eeba1c4e41bd4adb47130de5cd_298)] | | | [removed: [116](#ib6d578eaa4db4698b1e28fb00a1a5cea_283)] [added: [111](#i4b0f49eeba1c4e41bd4adb47130de5cd_298)] | | |

| [PART I.](#i4b0f49eeba1c4e41bd4adb47130de5cd_13) | | | | | | | | |

| [PART III.](#i4b0f49eeba1c4e41bd4adb47130de5cd_277) | | | | | | | | |

| [PART IV.](#i4b0f49eeba1c4e41bd4adb47130de5cd_295) | | | | | | | | |

| | | | [INDEX TO EXHIBITS](#i4b0f49eeba1c4e41bd4adb47130de5cd_304) | | | [112](#i4b0f49eeba1c4e41bd4adb47130de5cd_304) | | |

| | | | [SIGNATURES](#i4b0f49eeba1c4e41bd4adb47130de5cd_307) | | | [117](#i4b0f49eeba1c4e41bd4adb47130de5cd_307) | | |

| [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) | | |

[removed: The] [added: These] policies and standards [removed: were created using] [added: are reviewed annually to reflect emerging threats and evolving industry practices, including] 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 maintains a 24 x 7 operations center that monitors the Company’s IT [removed: environment,] [added: environment] and coordinates the investigation and remediation of alerts.

The Company engages with third parties to perform security assessments of its technology [removed: environment to perform] [added: environment, including] penetration testing and maturity [removed: assessment as well as] [added: assessments, in addition to] providing services to support threat analysis and incident detection and response.

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

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

The Board receives information technology and cybersecurity updates from senior management, including the Chief [added: Digital and] Information [removed: Officer,] [added: Officer ("CDIO") and] Chief Information Security Officer (“CISO”) [removed: and Chief Technology Officer,] several times per year.

These updates cover the cybersecurity risks facing the Company’s enterprise information [added: technology environment, as well as the Company’s digital products and services.]

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

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

The CISO [removed: is] [added: has been] appointed by the Chief [added: Digital and] Information Officer and is responsible for cybersecurity risk management across the Company.

The [removed: Cybersecurity Steering Committee] [added: CSC] 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.

The Company's results of operations, and financial condition were adversely affected by its previously disclosed September 2023 cybersecurity incident due to lost and deferred revenues, remediation expenses and billing and cash collection.

cash flows from operations for fiscal year 2024.

The Company is regularly subject to cybersecurity threats.

See “Risk Factors” in Item 1A of this Annual Report on Form 10-K for more information on risks from cybersecurity threats.

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.

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

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

At September 30, [removed: 2024,] [added: 2025, these] properties [removed: related to continuing operations] totaled approximately [removed: 24] [added: 23] million square feet of floor space of which 6 million square feet are owned and [removed: 18] [added: 17] million square feet are leased.

Pursuant to General Instruction G(3) of Form 10-K, the following list of executive officers of the Company as of November [removed: 19, 2024] [added: 14, 2025] 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: 12, 2025.][added: 4, 2026.]

[removed: *Julie Brandt, 50*, has] [added: Previously, Ms. Brandt] served as Vice President and President, Building Solutions, North America [removed: since] [added: from] April [removed: 2023.][added: 2023 until January 2025.]

*John Donofrio,* [removed: 62,] [added: 63,] has served as Executive Vice President and General Counsel of the Company since November 2017.

*Richard Lek*, [removed: 58,] [added: 59,] has served as Vice President and President, Building Solutions, Europe, Middle [removed: East, Africa] [added: East] and [removed: Latin America] [added: Africa] since November 2024.

Earlier in his career, Mr. Lek held various Vice President and General [removed: Manage] [added: Manager] roles in the Middle East and Africa.

[removed: *Nathan Manning*, 48,] [added: *Julie Brandt, 51*,] has served as Vice President and [removed: Chief Operations Officer,] [added: President,] Global [added: Commercial &] Field [removed: Operations,] [added: Operations] since [removed: December 2022.][added: January 2025.]

“Skip” McConeghy,* [removed: 58,] [added: 59,] has served as Vice President, Chief Accounting and Tax Officer since June 2022.

*Anu Rathninde*, [removed: 54,] [added: 55,] has served as Vice President and President, Building Solutions, Asia Pacific since May 2022.

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

*Lei Zhang Schlitz*, [removed: 58,] [added: 59,] has served as Vice President and President, Global [removed: Products,] [added: Products & Solutions,] since November 2022.

[removed: *Marlon Sullivan,] [added: *Chris Scalia,] 50*, has served as Executive Vice President and Chief Human Resources Officer since [removed: September 2021.][added: July 2025.]

*Marc Vandiepenbeeck,* [removed: 46,] [added: 47,] has served as Executive Vice President and Chief Financial Officer since January 2024.

Ms. Brandt has been a Director of United Rentals, an equipment rental company, since January 2025.

*Todd Grabowski*, 55, has served as Vice President and President, Americas, since October 2025.

Mr. Grabowski has served in roles of increasing responsibility at Johnson Controls since 1998, including President, Global Data Centers & Applied, from 2024 until 2025, Vice President and General Manager, Applied Equipment and Air Distribution, from 2021 until 2023, Vice President and General Manager, Applied Equipment, Americas, from 2019 until 2020, Vice President and General Manager, Air Handling Systems, Americas, from 2016 until 2018, and General Manager in various roles within the Company’s North America operations from 2011 until 2016.

of electric motors, actuators, motion subsystems and related electro-mechanical components.

Prior to joining Johnson Controls, he served in various human resources leadership roles at the Hershey Company, an industry leading snacks company, since 2008, including the Chief Transformation Officer and Chief Human Resources Officer from January 2024 until July 2025, Senior Vice President, Chief Human Resources Officer from December 2019 until February 2024, Vice President, Global Human Resources from March 2018 until December 2019 and Vice President, Chief Talent Officer from November 2014 until March 2018.

*Joakim Weidemanis*, 56, has served as Chief Executive Officer since March 2025.

Mr. Weidemanis previously served as Executive Vice President of Danaher Corporation, a leading global life sciences and diagnostics innovator, from 2017 until 2024.

Prior to becoming Executive Vice President, Mr. Weidemanis held various management positions within Danaher from 2011 until 2017.

Prior to joining Danaher, Mr. Weidemanis served as Head of Product Inspection Division of Mettler Toledo from 2005 until 2011.

From 1995 until 2005, Mr. Weidemanis served in various operating and corporate development roles at ABB Ltd.

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

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

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

Prior to joining Johnson Controls, he served in various roles at General Electric, a diversified industrial and technology company, where he held the position of General Manager, Operational Excellence for General Electric’s GE Power segment from August 2017 until December 2018 and the position of General Manager, Services of GE Energy Connections, a division of GE Power, from November 2015 until August 2017.

Prior to joining General Electric, Mr. Manning served as Vice President, General Manager of Eaton Aerospace, a segment of Eaton Corporation plc, a provider of power management technologies and services, from February 2014 until November 2015.

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

*George R.

Oliver,* 64, has served as Chief Executive Officer and Chairman of the Board since September 2017.

He previously served as our President and Chief Operating Officer following the completion of the merger of Johnson Controls and Tyco in September 2016.

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

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

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

Mr. Oliver also serves as a director on the board of RTX Corporation, an aerospace and defense company.

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

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

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

| Title of Class | | | as of October 31, [removed: 2024] [added: 2025] | | |

| Ordinary Shares, $0.01 par value | | | [removed: 27,065] [added: 25,525] | | |

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

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: 2024.][added: 2025.]

During the three months ended September 30, [removed: 2024,] [added: 2025,] acquisitions of shares by the Company from certain employees in order to satisfy employee tax withholding requirements in connection with the vesting of restricted shares were not material.

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

This graph assumes the investment of $100 on September 30, [removed: 2019] [added: 2020] and the reinvestment of all dividends since that date.

[removed: ][added: ]

The Company and its predecessors has paid a consecutive dividend since 1887, including most recently a dividend of $0.40 per share in the first fiscal quarter of 2026, a $0.03 cent increase over the previous quarterly dividend.

The timing, declaration and payment of future dividends to holders of the Company’s ordinary shares will depend upon many factors, including the Company’s financial condition and results of operations, the capital requirements of its businesses, industry practice and any other relevant factors.

In June 2025, the Company's Board of Directors approved a $9.0 billion increase to the Company's share repurchase authorization, adding to the $1.1 billion remaining as of March 31, 2025 under the prior share repurchase authorization approved in 2021.

the Board of Directors at any time without prior notice.

On August 7, 2025, the Company entered into accelerated share repurchase transactions (the “ASR Transactions”) to repurchase an aggregate of $5.0 billion (the “Repurchase Price”) of the Company’s ordinary shares (the “Shares”).

The ASR Transactions are being completed under the Company’s current share repurchase authorization.

Under the terms of the ASR Transactions, on August 11, 2025, the Company paid the Repurchase Price to the Counterparties in exchange for an initial delivery of approximately 43,140,640 Shares.

The total number of Shares to be repurchased under the ASR Transactions will be based on volume-weighted average prices of the Shares during the term of the ASR Transactions, less a discount and subject to customary adjustments.

The ASR Transactions are scheduled to terminate in the second quarter of fiscal 2026.

| 7/1/25 - 7/31/25 | | | 195,931 | | | | | | $ | 105.15 | | | | | 195,931 | | | | | | $ | 9,753,103,166 | |

| 8/1/25 - 8/31/25 | | | 43,140,640 | | | | | | 115.90 | | | | | | 43,140,640 | | | | | | 4,753,103,166 | | |

| 9/1/25 - 9/30/25 | | | \- | | | | | | \- | | | | | | \- | | | | | | 4,753,103,166 | | |

As of September 30, 2024, approximately $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 2024, the Company repurchased $1.2 billion of its ordinary shares on the open market.

| 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 | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ib6d578eaa4db4698b1e28fb00a1a5cea_157)] [added: Firm](#i4b0f49eeba1c4e41bd4adb47130de5cd_175)] (PCAOB ID 238) | | | [removed: [52](#ib6d578eaa4db4698b1e28fb00a1a5cea_157)] [added: [49](#i4b0f49eeba1c4e41bd4adb47130de5cd_175)] | | |

| [Consolidated Statements of Income for the years ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#ib6d578eaa4db4698b1e28fb00a1a5cea_160)] [added: 2023](#i4b0f49eeba1c4e41bd4adb47130de5cd_178)] | | | [removed: [54](#ib6d578eaa4db4698b1e28fb00a1a5cea_160)] [added: [51](#i4b0f49eeba1c4e41bd4adb47130de5cd_178)] | | |

| [Consolidated Statements of Comprehensive Income for the years [removed: ended September] [added: ended](#i4b0f49eeba1c4e41bd4adb47130de5cd_181) [September] 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#ib6d578eaa4db4698b1e28fb00a1a5cea_163)] [added: 2023](#i4b0f49eeba1c4e41bd4adb47130de5cd_181)] | | | [removed: [55](#ib6d578eaa4db4698b1e28fb00a1a5cea_163)] [added: [52](#i4b0f49eeba1c4e41bd4adb47130de5cd_181)] | | |

| [Consolidated Statements of Financial Position as of September 30, [removed: 2024] [added: 2025] and [removed: 2023](#ib6d578eaa4db4698b1e28fb00a1a5cea_166)] [added: 2024](#i4b0f49eeba1c4e41bd4adb47130de5cd_184)] | | | [removed: [56](#ib6d578eaa4db4698b1e28fb00a1a5cea_166)] [added: [53](#i4b0f49eeba1c4e41bd4adb47130de5cd_184)] | | |

| [Consolidated Statements of Cash Flows for the years ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#ib6d578eaa4db4698b1e28fb00a1a5cea_169)] [added: 2023](#i4b0f49eeba1c4e41bd4adb47130de5cd_187)] | | | [removed: [57](#ib6d578eaa4db4698b1e28fb00a1a5cea_169)] [added: [54](#i4b0f49eeba1c4e41bd4adb47130de5cd_187)] | | |

| [Consolidated Statements of Shareholders' Equity for the years ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#ib6d578eaa4db4698b1e28fb00a1a5cea_172)] [added: 2023](#i4b0f49eeba1c4e41bd4adb47130de5cd_190)] | | | [removed: [58](#ib6d578eaa4db4698b1e28fb00a1a5cea_172)] [added: [55](#i4b0f49eeba1c4e41bd4adb47130de5cd_190)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ib6d578eaa4db4698b1e28fb00a1a5cea_175)] [added: Statements](#i4b0f49eeba1c4e41bd4adb47130de5cd_193)] | | | [removed: [59](#ib6d578eaa4db4698b1e28fb00a1a5cea_175)] [added: [56](#i4b0f49eeba1c4e41bd4adb47130de5cd_193)] | | |

| [1. Summary of Significant Accounting [removed: Policies](#ib6d578eaa4db4698b1e28fb00a1a5cea_178)] [added: Policies](#i4b0f49eeba1c4e41bd4adb47130de5cd_196)] | | | [removed: [59](#ib6d578eaa4db4698b1e28fb00a1a5cea_178)] [added: [56](#i4b0f49eeba1c4e41bd4adb47130de5cd_196)] | | |

| [2. Acquisitions and [removed: Divestitures](#ib6d578eaa4db4698b1e28fb00a1a5cea_181)] [added: Divestitures](#i4b0f49eeba1c4e41bd4adb47130de5cd_199)] | | | [removed: [69](#ib6d578eaa4db4698b1e28fb00a1a5cea_181)] [added: [66](#i4b0f49eeba1c4e41bd4adb47130de5cd_199)] | | |

[removed: | [3. Assets and Liabilities Held for Sale and Discontinued Operations](#ib6d578eaa4db4698b1e28fb00a1a5cea_184) | | | [69](#ib6d578eaa4db4698b1e28fb00a1a5cea_184) | | |][added: ASSETS AND LIABILITIES HELD FOR SALE]

| [removed: [7. Property, Plant] [added: Sale of property, plant] and [removed: Equipment](#ib6d578eaa4db4698b1e28fb00a1a5cea_196)] [added: equipment] | | | [removed: [74](#ib6d578eaa4db4698b1e28fb00a1a5cea_196)] [added: 37] | | | [added: | | | 1 | | | | | | 30 | | |]

| [removed: [8.] [added: [7.] Goodwill and Other Intangible [removed: Assets](#ib6d578eaa4db4698b1e28fb00a1a5cea_199)] [added: Assets](#i4b0f49eeba1c4e41bd4adb47130de5cd_217)] | | | [removed: [74](#ib6d578eaa4db4698b1e28fb00a1a5cea_199)] [added: [72](#i4b0f49eeba1c4e41bd4adb47130de5cd_217)] | | |

| [removed: [10.] [added: [9.] Debt and Financing [removed: Arrangements](#ib6d578eaa4db4698b1e28fb00a1a5cea_205)] [added: Arrangements](#i4b0f49eeba1c4e41bd4adb47130de5cd_223)] | | | [removed: [78](#ib6d578eaa4db4698b1e28fb00a1a5cea_205)] [added: [75](#i4b0f49eeba1c4e41bd4adb47130de5cd_223)] | | |

| [removed: [11.] [added: [10.] Derivative Instruments and Hedging [removed: Activities](#ib6d578eaa4db4698b1e28fb00a1a5cea_208)] [added: Activities](#i4b0f49eeba1c4e41bd4adb47130de5cd_226)] | | | [removed: [80](#ib6d578eaa4db4698b1e28fb00a1a5cea_208)] [added: [77](#i4b0f49eeba1c4e41bd4adb47130de5cd_226)] | | |

| [removed: [17.] Restructuring and [removed: Related Costs](#ib6d578eaa4db4698b1e28fb00a1a5cea_226)] [added: related costs] | | | [removed: [96](#ib6d578eaa4db4698b1e28fb00a1a5cea_226)] [added: $] | [added: 100] | | [added: | | | $ | 40 | | | | | $ | 24 | | | | | | | | | | | $ | 164 | |]

We have audited the accompanying consolidated statements of financial position of Johnson Controls International plc and its subsidiaries (the "Company") as of September 30, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] including the related notes (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of September 30, [removed: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended September 30, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As described in Notes 1, [removed: 3] [added: 2] and 4 to the consolidated financial statements, the Company recognized net sales of [removed: $22,952] [added: $23,596] million from continuing operations and [removed: $4,466] [added: $3,790] million from discontinued operations for the year ended September 30, [removed: 2024,] [added: 2025,] of which a majority relates to certain over time and point in time contracts with customers.

| (in millions, except per share data) | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Products and systems | | | $ | [removed: 15,967] [added: 16,124] | | | | | $ | [removed: 15,789] [added: 15,967] | | | | | $ | [removed: 14,612] [added: 15,789] | |

| Services | | | [removed: 6,985] [added: 7,472] | | | | | | [removed: 6,542] [added: 6,985] | | | | | | [removed: 6,025] [added: 6,542] | | |

| | | | [removed: 22,952] [added: 23,596] | | | | | | [removed: 22,331] [added: 22,952] | | | | | | [removed: 20,637] [added: 22,331] | | |

| Products and systems | | | [removed: 10,677] [added: 10,543] | | | | | | [removed: 10,736] [added: 10,677] | | | | | | [removed: 10,124] [added: 10,736] | | |

| Services | | | [removed: 4,198] [added: 4,461] | | | | | | [removed: 3,791] [added: 4,198] | | | | | | [removed: 3,423] [added: 3,791] | | |

| | | | [removed: 14,875] [added: 15,004] | | | | | | [removed: 14,527] [added: 14,875] | | | | | | [removed: 13,547] [added: 14,527] | | |

| Gross profit | | | [removed: 8,077] [added: 8,592] | | | | | | [removed: 7,804] [added: 8,077] | | | | | | [removed: 7,090] [added: 7,804] | | |

| Selling, general and administrative expenses | | | [removed: 5,661] [added: 5,764] | | | | | | [removed: 5,387] [added: 5,661] | | | | | | [removed: 5,078] [added: 5,387] | | |

| Restructuring and impairment costs | | | [removed: 510] [added: 546] | | | | | | [removed: 1,049] [added: 510] | | | | | | [removed: 701] [added: 1,049] | | |

| Net financing charges | | | [removed: 342] [added: 319] | | | | | | [removed: 258] [added: 342] | | | | | | [removed: 205] [added: 258] | | |

| Equity income (loss) | | | [removed: (42)] [added: 6] | | | | | | [removed: 3] [added: (42)] | | | | | | [removed: 6] [added: 3] | | |

| Income from continuing operations before income taxes | | | [removed: 1,522] [added: 1,969] | | | | | | [removed: 1,113] [added: 1,522] | | | | | | [removed: 1,112] [added: 1,113] | | |

| Income tax provision (benefit) | | | [removed: 111] [added: 245] | | | | | | [removed: (468)] [added: 111] | | | | | | [removed: (182)] [added: (468)] | | |

| Income from continuing operations | | | [removed: 1,411] [added: 1,724] | | | | | | [removed: 1,581] [added: 1,411] | | | | | | [removed: 1,294] [added: 1,581] | | |

| Income from discontinued operations, net of tax [removed: (Note 3)] | | | [removed: 489] [added: 1,789] | | | | | | [removed: 452] [added: 489] | | | | | | [removed: 429] [added: 452] | | |

| Net income | | | [removed: 1,900] [added: 3,513] | | | | | | [removed: 2,033] [added: 1,900] | | | | | | [removed: 1,723] [added: 2,033] | | |

| Income from continuing operations attributable to noncontrolling interests | | | [removed: 4] [added: 3] | | | | | | [removed: 19] [added: 4] | | | | | | [removed: 15] [added: 19] | | |

| Income from discontinued operations attributable to noncontrolling interests | | | [removed: 191] [added: 219] | | | | | | [removed: 165] [added: 191] | | | | | | [removed: 176] [added: 165] | | |

| Net income attributable to Johnson Controls | | | $ | [removed: 1,705] [added: 3,291] | | | | | $ | [removed: 1,849] [added: 1,705] | | | | | $ | [removed: 1,532] [added: 1,849] | |

| [4. Revenue Recognition](#i4b0f49eeba1c4e41bd4adb47130de5cd_205) | | | [69](#i4b0f49eeba1c4e41bd4adb47130de5cd_205) | | |

| [5. Inventories](#i4b0f49eeba1c4e41bd4adb47130de5cd_211) | | | [70](#i4b0f49eeba1c4e41bd4adb47130de5cd_211) | | |

| [8. Leases](#i4b0f49eeba1c4e41bd4adb47130de5cd_220) | | | [74](#i4b0f49eeba1c4e41bd4adb47130de5cd_220) | | |

| [11. Fair Value Measurements](#i4b0f49eeba1c4e41bd4adb47130de5cd_229) | | | [80](#i4b0f49eeba1c4e41bd4adb47130de5cd_229) | | |

| [12. Stock-Based Compensation](#i4b0f49eeba1c4e41bd4adb47130de5cd_232) | | | [82](#i4b0f49eeba1c4e41bd4adb47130de5cd_232) | | |

| [13. Earnings Per Share](#i4b0f49eeba1c4e41bd4adb47130de5cd_235) | | | [84](#i4b0f49eeba1c4e41bd4adb47130de5cd_235) | | |

| [14. Accumulated Other Comprehensive Income (Loss)](#i4b0f49eeba1c4e41bd4adb47130de5cd_238) | | | [85](#i4b0f49eeba1c4e41bd4adb47130de5cd_238) | | |

| [15. Pension and Retirement Plans](#i4b0f49eeba1c4e41bd4adb47130de5cd_241) | | | [85](#i4b0f49eeba1c4e41bd4adb47130de5cd_241) | | |

| [17. Income Taxes](#i4b0f49eeba1c4e41bd4adb47130de5cd_247) | | | [93](#i4b0f49eeba1c4e41bd4adb47130de5cd_247) | | |

| [18. Segment Information](#i4b0f49eeba1c4e41bd4adb47130de5cd_250) | | | [97](#i4b0f49eeba1c4e41bd4adb47130de5cd_250) | | |

| [19. Guarantees](#i4b0f49eeba1c4e41bd4adb47130de5cd_253) | | | [100](#i4b0f49eeba1c4e41bd4adb47130de5cd_253) | | |

| [20. Commitments and Contingencies](#i4b0f49eeba1c4e41bd4adb47130de5cd_256) | | | [101](#i4b0f49eeba1c4e41bd4adb47130de5cd_256) | | |

| Cumulative currency translation adjustment release | | | 783 | | | | | | — | | | | | | — | | |

| Accounts receivable, less allowance for expected credit losses of $205 and $210, respectively | | | 6,269 | | | | | | 6,051 | | |

| (in millions) | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Income from continuing operations attributable to noncontrolling interests | | | 3 | | | | | | 4 | | | | | | 19 | | |

| Income from continuing operations | | | 1,724 | | | | | | 1,411 | | | | | | 1,581 | | |

| (in millions) | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

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

| Beginning balance | | | 7 | | | | | | 7 | | | | | | 7 | | |

| Repurchases and retirements of ordinary shares | | | (1) | | | | | | — | | | | | | — | | |

| Ending balance | | | 6 | | | | | | 7 | | | | | | 7 | | |

| Repurchases and retirements of ordinary shares | | | (2,826) | | | | | | — | | | | | | — | | |

| Comprehensive income attributable to noncontrolling interests | | | 190 | | | | | | 220 | | | | | | 168 | | |

| Divestiture of noncontrolling interest | | | (805) | | | | | | — | | | | | | — | | |

In July 2025, the Company sold its Residential and Light Commercial ("R&LC") HVAC business, including the North America Ducted business and the global Residential joint venture with Hitachi Global Life Solutions, Inc. ("Hitachi"), of which Johnson Controls owned 60% and Hitachi owned 40%.

Refer to Note 2, "Acquisitions and Divestitures," of the notes to consolidated financial statements for more information.

Interest on borrowings is capitalized during the active

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

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

At September 30, 2025, the Company had recorded a liability of $1.9 billion for its best estimate of the probable loss on certain of its tax positions, the majority of which is included in other noncurrent liabilities in the consolidated statements of financial position.

The following table presents the Company's outstanding obligations confirmed as valid related to the SCF programs (in millions):

| Confirmed obligations outstanding at beginning of period | | | $ | 703 | |

| Invoices confirmed during the period | | | 2,249 | | |

| Confirmed invoices paid during the period | | | (2,120) | | |

| Currency impact | | | 3 | | |

| Confirmed obligations outstanding at end of period | | | $ | 835 | |

Refer to Note 18, "Segment Information," of the notes to consolidated financial statements for the Company's segment disclosures.

In September 2025, the FASB issued ASU 2025-06, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software," which is intended to increase the operability of the recognition guidance considering different methods of software development.

The amendments remove all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40, and instead specify an entity is required to start capitalizing software costs when both of the following occur: (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to complete recognition threshold”).

| | | | | | |

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

| [5. Accounts Receivable](#ib6d578eaa4db4698b1e28fb00a1a5cea_190) | | | [73](#ib6d578eaa4db4698b1e28fb00a1a5cea_190) | | |

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

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

| [12. Fair Value Measurements](#ib6d578eaa4db4698b1e28fb00a1a5cea_211) | | | [83](#ib6d578eaa4db4698b1e28fb00a1a5cea_211) | | |

| [13. Stock-Based Compensation](#ib6d578eaa4db4698b1e28fb00a1a5cea_214) | | | [85](#ib6d578eaa4db4698b1e28fb00a1a5cea_214) | | |

| [14. Earnings Per Share](#ib6d578eaa4db4698b1e28fb00a1a5cea_217) | | | [87](#ib6d578eaa4db4698b1e28fb00a1a5cea_217) | | |

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

| [16. Retirement Plans](#ib6d578eaa4db4698b1e28fb00a1a5cea_223) | | | [88](#ib6d578eaa4db4698b1e28fb00a1a5cea_223) | | |

| [18. Income Taxes](#ib6d578eaa4db4698b1e28fb00a1a5cea_229) | | | [97](#ib6d578eaa4db4698b1e28fb00a1a5cea_229) | | |

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

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

| [21. Commitments and Contingencies](#ib6d578eaa4db4698b1e28fb00a1a5cea_238) | | | [105](#ib6d578eaa4db4698b1e28fb00a1a5cea_238) | | |

November 19, 2024

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

| Ordinary Shares \- Beginning and ending balance | | | 7 | | | | | | 7 | | | | | | 7 | | |

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.

All significant intercompany transactions have been eliminated.

The allowance for expected credit losses was $210 million as of September 30, 2024 and $88 million as of September 30, 2023.

market yield curve consistent with its credit rating, term of the lease and relative economic environment.

For grants in fiscal 2022, expected volatility is based on the historical volatility of the Company's stock since October 2016 and certain peer companies' stock prior to October 2016 over the most recent period corresponding to the expected life as of the grant date.

Receivables from third party insurers are recorded when recovery has been determined to be probable.

whether a change in the estimate of its liability for pending and future claims and defense costs or insurance receivable is warranted.

The rollforward disclosure will be adopted as required at the beginning of fiscal 2025.

items that are no longer considered cost beneficial or relevant.

Fiscal 2023

In July 2023, the Company completed its acquisition of FM:Systems, a leading digital workplace management and Internet of Things ("IoT") solutions provider for facilities and real estate professionals, for $540 million, net of cash acquired, which was comprised of an upfront cash payment of $465 million, and the estimated fair value at the acquisition date of contingent earn-out liabilities which are primarily based upon the achievement of certain defined operating results in the two years following the acquisition.

In connection with the acquisition and subsequent measurement period adjustments, the Company recorded goodwill of $407 million in the Building Solutions North America segment.

Goodwill is attributable primarily to expected synergies, expanded market opportunities and other benefits that the Company believes will result from integrating the products and capabilities of FM:Systems into its operations.

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

During fiscal 2023, the Company acquired several other businesses for a combined purchase price, net of cash acquired, of $306 million, of which $260 million was paid as of September 30, 2023.

Intangible assets associated with these acquisitions totaled $116 million and primarily relate to customer relationships and technology.

The Company recorded goodwill associated with these acquisitions of $119 million in the Global Products segment, $55 million in the Building Solutions Asia Pacific segment and $13 million in the Building Solutions EMEA/LA segment.

In July 2024, the Company entered into a definitive agreement to sell its R&LC HVAC business, which includes the North America Ducted businesses and the global Residential joint venture with Hitachi, of which Johnson Controls owns 60% and Hitachi owns 40%, to Bosch Group 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 transaction is expected to close in the fourth quarter of fiscal 2025, subject to required regulatory approvals and other customary closing conditions.

Accordingly, the businesses' assets and liabilities were reclassified in the consolidated balance sheets at September 30, 2024 and 2023 to held for sale, and the Company ceased recording depreciation and amortization for the held for sale assets.

The following table summarizes the results of the R&LC HVAC business which are reported as discontinued operations (in millions):

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

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

The Company’s management, with the participation of 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: 2024.][added: 2025.]

Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, [removed: 2024,] [added: 2025,] the Company’s disclosure controls and procedures are effective in recording, processing, summarizing, and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act, and that information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on this evaluation, the Company’s management has concluded that, as of September 30, [removed: 2024,] [added: 2025,] the Company's internal control over financial reporting was effective.

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: 2024] [added: 2025] as stated in its report which is included in Item 8 of this Form 10-K.

There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, [removed: 2024,] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Remediation of Previously Reported Material Weakness in 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.

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 (“IT”) controls to prevent or detect, on a timely basis, unauthorized access to certain of its financial reporting systems.

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

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.

[removed: Officer] [added: (b) Officer] Rule 10b5-1 Plan

During the three months ended September 30, [removed: 2024,] [added: 2025,] 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).

On September 12, [removed: 2024,] [added: 2025 and prior to his departure from the Company,] Nathan Manning, the Company's [added: then-serving] Vice President and [removed: Chief Operations Officer, Global Field Operations,] [added: President, Americas,] entered into a Rule 10b5-1 trading arrangement (the "Manning 10b5-1 Plan") during the Company's fiscal fourth quarter open trading window.

The Manning 10b5-1 Plan is intended to satisfy the Rule 10b5-1 affirmative defense and contemplates the sale [removed: in regular intervals] of [removed: 14,219] [added: 10,123] ordinary shares of Company stock previously issued upon the vesting of restricted stock unit [added: awards and the sale of 20,576 ordinary shares of Company stock issuable upon the exercise of option] awards.

[removed: The Manning] 10b5-1 Plan is expected to become effective on or about February [removed: 1, 2025] [added: 5, 2026] and is scheduled to terminate upon the earlier of the sale of all shares contemplated under the Manning 10b5-1 Plan or November [removed: 30, 2025.][added: 7, 2026.]

The shares are expected to be sold in regular intervals between the plan’s start date and termination date.

The Manning

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.

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: 2024)] [added: 2025)] for its annual meeting to be held on March [removed: 12, 2025,] [added: 4, 2026,] 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: 12, 2025] [added: 4, 2026] (the “Johnson Controls Proxy Statement”) and is incorporated by reference herein.

The information required by Items 405, 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is contained under the captions “Governance of the Company - Nomination of Directors and Board Diversity,” “Governance of the Company - Board Committees”, [removed: and] “Committees of the Board - Audit [removed: Committee”] [added: Committee”, and “Delinquent Section 16(a) Reports”] of the Johnson Controls Proxy Statement and such information is incorporated by reference herein.

The Code of Ethics is available on the Company’s website at [removed: www.valuesfirst.johnsoncontrols.com.][added: valuesfirst.johnsoncontrols.com.]

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

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

The following table provides information about the Company's equity compensation plans as of September 30, [removed: 2024:][added: 2025:]

| Equity compensation plans approved by shareholders | | | | | | [removed: 4,244,782] [added: 1,895,603] | | | | | | $ | [removed: 46.51] [added: 65.42] | | | | | [removed: 35,544,152] [added: 26,952,544] | | |

| Total | | | | | | 1,895,603 | | | | | | $ | 65.42 | | | | | 26,952,544 | | |

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

| [Report of Independent Registered Public Accounting [removed: Firm](#ib6d578eaa4db4698b1e28fb00a1a5cea_157)] [added: Firm](#i4b0f49eeba1c4e41bd4adb47130de5cd_175)] | | | | | | [removed: [52](#ib6d578eaa4db4698b1e28fb00a1a5cea_157)] [added: [49](#i4b0f49eeba1c4e41bd4adb47130de5cd_175)] | | |

| [Consolidated Statements of Income for the years ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#ib6d578eaa4db4698b1e28fb00a1a5cea_160)] [added: 2023](#i4b0f49eeba1c4e41bd4adb47130de5cd_178)] | | | | | | [removed: [54](#ib6d578eaa4db4698b1e28fb00a1a5cea_160)] [added: [51](#i4b0f49eeba1c4e41bd4adb47130de5cd_178)] | | |

| [Consolidated Statements of Comprehensive Income for the years ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#ib6d578eaa4db4698b1e28fb00a1a5cea_163)] [added: 2023](#i4b0f49eeba1c4e41bd4adb47130de5cd_181)] | | | | | | [removed: [55](#ib6d578eaa4db4698b1e28fb00a1a5cea_163)] [added: [52](#i4b0f49eeba1c4e41bd4adb47130de5cd_181)] | | |

| [Consolidated Statements of Financial Position at September 30, [removed: 2024] [added: 2025] and [removed: 2023](#ib6d578eaa4db4698b1e28fb00a1a5cea_166)] [added: 2024](#i4b0f49eeba1c4e41bd4adb47130de5cd_184)] | | | | | | [removed: [56](#ib6d578eaa4db4698b1e28fb00a1a5cea_166)] [added: [53](#i4b0f49eeba1c4e41bd4adb47130de5cd_184)] | | |

| [Consolidated Statements of Cash Flows for the years ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#ib6d578eaa4db4698b1e28fb00a1a5cea_169)] [added: 2023](#i4b0f49eeba1c4e41bd4adb47130de5cd_187)] | | | | | | [removed: [57](#ib6d578eaa4db4698b1e28fb00a1a5cea_169)] [added: [54](#i4b0f49eeba1c4e41bd4adb47130de5cd_187)] | | |

| [Consolidated Statements of Shareholders’ Equity for the years ended September 30, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#ib6d578eaa4db4698b1e28fb00a1a5cea_172)] [added: 2023](#i4b0f49eeba1c4e41bd4adb47130de5cd_190)] | | | | | | [removed: [58](#ib6d578eaa4db4698b1e28fb00a1a5cea_172)] [added: [55](#i4b0f49eeba1c4e41bd4adb47130de5cd_190)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ib6d578eaa4db4698b1e28fb00a1a5cea_175)] [added: Statements](#i4b0f49eeba1c4e41bd4adb47130de5cd_193)] | | | | | | [removed: [59](#ib6d578eaa4db4698b1e28fb00a1a5cea_175)] [added: [56](#i4b0f49eeba1c4e41bd4adb47130de5cd_193)] | | |

| Reference is made to the separate exhibit index contained on page [removed: [117](#ib6d578eaa4db4698b1e28fb00a1a5cea_289)] [added: [112](#i4b0f49eeba1c4e41bd4adb47130de5cd_304)] filed herewith. | | | | | | | | |

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

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

| 2.1 | | | | | | [removed: [Separation] [added: [Stock] and [removed: Distribution] [added: Asset Purchase] Agreement, dated as of [removed: September 8, 2016,] [added: July 23, 2024,] by and between Johnson Controls International plc and [removed: Adient Limited] [added: Robert Bosch GmbH] (incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed [removed: September 9, 2016)](https://www.sec.gov/Archives/edgar/data/833444/000110465916143835/a16-18104_1ex2d1.htm)] [added: July 26, 2024)](https://www.sec.gov/Archives/edgar/data/833444/000119312524186281/d835802dex21.htm)] | | |

| [removed: 2.2] [added: 10.11] | | | | | | [removed: [Stock and Asset Purchase Agreement, dated as of July 23, 2024, by and] [added: [Letter Agreement] between Johnson Controls International plc and [removed: Robert Bosch GmbH (incorporated] [added: George R. Oliver dated December 8, 2017 (Incorporated] by reference to Exhibit [removed: 2.1] [added: 10.1] to the registrant’s Current Report on Form 8-K filed [removed: July 26, 2024)](https://www.sec.gov/Archives/edgar/data/833444/000119312524186281/d835802dex21.htm)] [added: on December 11, 2017)](https://www.sec.gov/Archives/edgar/data/833444/000083344417000064/exh101letteragreementbetwe.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](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] [added: (retired; 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](https://www.sec.gov/Archives/edgar/data/833444/000110465916164074/a16-23370_1ex4d2.htm) [(retired;] [added: 2024 (retired;] no longer [removed: outstanding)](https://www.sec.gov/Archives/edgar/data/833444/000110465916164074/a16-23370_1ex4d2.htm)[,] [added: outstanding),] 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 [removed: 2025,] [added: 2025](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)[(retired; no longer outstanding)](https://www.sec.gov/Archives/edgar/data/833444/000110465916164074/a16-23370_1ex4d2.htm)[,] 3.900% Notes due 2026, and 5.125% Notes due 2045 (incorporated by reference to Exhibit 4.2 to the registrant’s current report on Form 8-K filed on December 28, 2016)](https://www.sec.gov/Archives/edgar/data/833444/000110465916164074/a16-23370_1ex4d2.htm) | | |

| [removed: 4.11] [added: 4.13] | | | | | | [Description of the Ordinary Shares of Johnson Controls International plc (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344424000064/ex411202410-k.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344425000097/ex413202510-k.htm)] | | |

| [removed: 4.12] [added: 4.14] | | | | | | [Description of the Johnson Controls International plc Notes (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344424000064/ex412202410-k.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344425000097/ex414202510-k.htm)] | | |

| [removed: 4.13] [added: 4.15] | | | | | | [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/833444/000083344424000064/ex413202410-k.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344425000097/ex415202510-k.htm)] | | |

| [removed: 4.14] [added: 4.16] | | | | | | Miscellaneous long-term debt agreements and financing leases with banks and other creditors and debenture indentures.* | | |

| [removed: 4.15] [added: 4.17] | | | | | | 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: (](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] [added: (incorporated] 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 | | | | | | [removed: [Tax Matters Agreement, dated as] [added: [Form] of [removed: September 8, 2016, by and] [added: Deed of Indemnification] between Johnson Controls International plc and [removed: Adient Limited] [added: certain of its directors and officers] (incorporated by reference to Exhibit [removed: 10.2 to] [added: 10.7 of] the [removed: registrant’s Current] [added: registrants Annual] Report on Form [removed: 8-K] [added: 10-K] filed on [removed: September 9, 2016)](https://www.sec.gov/Archives/edgar/data/833444/000110465916143835/a16-18104_1ex10d2.htm)] [added: December 14, 2023)](https://www.sec.gov/Archives/edgar/data/833444/000083344423000048/ex107202310-k.htm)] | | |

| 10.3 | | | | | | [removed: [Employee Matters Agreement, dated as] [added: [Form] of [removed: September 8, 2016, by and] [added: Indemnification Agreement] between [added: Tyco Fire & Security (US) Management, LLC and certain directors and officers of] Johnson Controls International plc [removed: and Adient Limited] (incorporated by reference to Exhibit [removed: 10.3 to] [added: 10.8 of] the [removed: registrant’s Current] [added: registrants Annual] Report on Form [removed: 8-K] [added: 10-K] filed on [removed: September 9, 2016)](https://www.sec.gov/Archives/edgar/data/833444/000110465916143835/a16-18104_1ex10d3.htm)] [added: December 14, 2023)](https://www.sec.gov/Archives/edgar/data/833444/000083344423000048/ex108202310-k.htm)] | | |

| [removed: 10.7] [added: 10.9] | | | | | | [removed: [Form of Deed of Indemnification between Johnson] [added: [Johnson] Controls International plc [removed: and certain of its directors] [added: Retirement Restoration Plan, as amended] and [removed: officers] [added: restated March 11, 2021] (incorporated by reference to Exhibit 10.7 [removed: of] [added: to] the [removed: registrants Annual] [added: registrant’s Quarterly] Report on Form [removed: 10-K] [added: 10-Q] filed on [removed: December 14, 2023)](https://www.sec.gov/Archives/edgar/data/833444/000083344423000048/ex107202310-k.htm)] [added: April 30, 2021)](https://www.sec.gov/Archives/edgar/data/833444/000083344421000020/q2ex107fy2110-q.htm)] | | |

| [removed: 10.9] [added: 10.4] | | | | | | [Johnson Controls International plc 2012 Share and Incentive Plan, amended and restated as of March 8, 2017 (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed on May 4, 2017)](https://www.sec.gov/Archives/edgar/data/833444/000083344417000016/q2ex102fy1710-q.htm) | | |

| [removed: 10.10] [added: 10.20] | | | | | | [removed: [Johnson] [added: [Form of terms and conditions for Option / SAR Awards under the Johnson] Controls International plc 2021 Equity and Incentive Plan [added: for fiscal 2024] (incorporated by reference to [removed: Annex B] [added: Exhibit 10.1] to the registrant’s [removed: Definitive Proxy Statement] [added: Quarterly Report] on [removed: Schedule 14A] [added: Form 10-Q] filed on January [removed: 22, 2021)](https://www.sec.gov/Archives/edgar/data/833444/000119312521014765/d78643ddef14a.htm#rom78643_27)] [added: 30, 2024)](https://www.sec.gov/Archives/edgar/data/833444/000083344424000011/q1ex101fy2410-q.htm)] | | |

| [removed: 10.11] [added: 10.7] | | | | | | [Johnson Controls International plc [removed: Severance and Change in Control Policy for Officers,] [added: Executive Deferred Compensation Plan, as] amended and restated March 11, 2021 (Incorporated by reference to Exhibit [removed: 10.4] [added: 10.5] to the registrant’s Quarterly Report on Form 10-Q filed on April 30, [removed: 2021)](https://www.sec.gov/Archives/edgar/data/833444/000083344421000020/q2ex104fy2110-q.htm)] [added: 2021)](https://www.sec.gov/Archives/edgar/data/833444/000083344421000020/q2ex105fy2110-q.htm)] | | |

| [removed: 10.12] [added: 10.8] | | | | | | [Johnson Controls International plc [added: Senior] Executive Deferred Compensation Plan, as amended and restated [added: effective] March 11, 2021 (Incorporated by reference to Exhibit [removed: 10.5] [added: 10.6] to the registrant’s Quarterly Report on Form 10-Q filed on April 30, [removed: 2021)](https://www.sec.gov/Archives/edgar/data/833444/000083344421000020/q2ex105fy2110-q.htm)] [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)] | | |

| [removed: 10.13] [added: 10.18] | | | | | | [removed: [Johnson] [added: [Form of terms and conditions for Restricted Stock Units for Directors under the Johnson] Controls International plc [removed: Senior Executive Deferred Compensation Plan, as amended and restated effective March 11,] 2021 [removed: (Incorporated] [added: Equity and Incentive Plan](https://www.sec.gov/Archives/edgar/data/833444/000083344421000020/q2ex103fy2110-q.htm) (incorporated] by reference to Exhibit [removed: 10.6] [added: 10.3] to the registrant’s Quarterly Report on Form 10-Q filed on April 30, [removed: 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)] [added: 2021)] | | |

| [removed: 10.14] [added: 10.17] | | | | | | [removed: [Johnson] [added: [Form of terms and conditions for Option / SAR Awards, Restricted Stock / Unit Awards, Performance Share Awards under the Johnson] Controls International plc [removed: Retirement Restoration Plan, as amended and restated March 11,] 2021 [added: Equity and Incentive Plan](https://www.sec.gov/Archives/edgar/data/833444/000083344421000020/q2ex102fy2110-q.htm)] (incorporated by reference to Exhibit [removed: 10.7] [added: 10.2] to the registrant’s Quarterly Report on Form 10-Q filed on April 30, [removed: 2021)](https://www.sec.gov/Archives/edgar/data/833444/000083344421000020/q2ex107fy2110-q.htm)] [added: 2021)] | | |

| [removed: 10.15] [added: 10.10] | | | | | | [Tyco Supplemental Savings and Retirement Plan as amended and restated effective January 1, 2018 (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on September 19, 2017)](https://www.sec.gov/Archives/edgar/data/833444/000083344417000049/exhibit102tycosupplemental.htm) | | |

| [removed: 10.16] [added: 10.23] | | | | | | [removed: [Letter Agreement] [added: [Employment Transition Agreement, dated February 5, 2025,] between [removed: Johnson Controls International plc] [added: the Company] and [removed: George R.] [added: Mr.] Oliver [removed: dated December 8, 2017 (Incorporated] [added: (incorporated] by reference to Exhibit 10.1 to [removed: the] registrant’s Current Report on Form 8-K filed on [removed: December 11, 2017)](https://www.sec.gov/Archives/edgar/data/833444/000083344417000064/exh101letteragreementbetwe.htm)] [added: February 5, 2025)](https://www.sec.gov/Archives/edgar/data/833444/000110465925009733/tm255534d1_ex10-1.htm)] | | |

| [removed: 10.17] [added: 10.12] | | | | | | [Form of terms and conditions for Option / SAR Awards, Restricted Stock / Unit Awards, Performance Share Awards under the Johnson Controls International plc 2012 Share and Incentive Plan for periods commencing December 6, 2018 (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed February 1, 2019)](https://www.sec.gov/Archives/edgar/data/833444/000083344419000005/q1ex102optionrsupsuagreeme.htm) | | |

| [removed: 10.18] [added: 10.13] | | | | | | [Form of Option/SAR Award for Executive Officers (incorporated by reference to Exhibit 10.24 to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019 filed on November 21, 2019)](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 [removed: 2012 Share] [added: 2021 Equity] and Incentive Plan for fiscal [removed: 2018] [added: 2023] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.1] to the registrant’s Quarterly Report on Form 10-Q filed on February [removed: 2, 2018)](https://www.sec.gov/Archives/edgar/data/833444/000083344418000008/q1ex103fy1810-q.htm)] [added: 1, 2023)](https://www.sec.gov/Archives/edgar/data/833444/000083344423000005/q1ex101fy2310-q.htm)] | | |

| [removed: 10.20] [added: 10.16] | | | | | | [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 fiscal [removed: 2018 applicable to Messrs. Oliver and Stief] [added: 2021](https://www.sec.gov/Archives/edgar/data/833444/000083344421000011/q1ex101fy2110-q.htm)] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.1] to the registrant’s Quarterly Report on Form 10-Q filed on [removed: February 2, 2018)](https://www.sec.gov/Archives/edgar/data/833444/000083344418000008/q1ex104fy1810-q.htm)] [added: January 29, 2021)] | | |

| [removed: 10.21] [added: 10.14] | | | | | | [Form of terms and conditions for Option / SAR Awards, Restricted Stock / Unit Awards, Performance Share Awards under the Johnson Controls International plc 2012 Share and Incentive Plan for periods commencing on September 2, 2016 (incorporated by reference to Exhibit 10.33 to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016 filed on November 23, 2016)](https://www.sec.gov/Archives/edgar/data/833444/000083344416000216/ex10332016plc10-k.htm) | | |

| [removed: 10.22] [added: 10.15] | | | | | | [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, 2020)](https://www.sec.gov/Archives/edgar/data/833444/000083344420000006/q1ex103fy2010-q.htm) | | |

| [removed: 10.23] [added: 10.22] | | | | | | [Form of terms and conditions for Option / SAR 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) (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed on January 29, 2021)] [added: 2026 (filed herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344425000097/ex1022202510-k.htm)] | | |

| [removed: 10.28] [added: 10.21] | | | | | | [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, [removed: 2024)](https://www.sec.gov/Archives/edgar/data/833444/000083344424000029/q2ex102fy2410-q.htm)] [added: 2024)](https://www.sec.gov/Archives/edgar/data/833444/000083344424000029/q2ex102fy2410-q.htm)] | | |

| 19.1 | | | | | | [Johnson Controls International plc Insider Trading Policy, effective September [removed: 11, 2024 (filed herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344424000064/ex191202410-k.htm)] [added: 1](https://www.sec.gov/Archives/edgar/data/833444/000083344425000097/ex191202510-k.htm)[0](https://www.sec.gov/Archives/edgar/data/833444/000083344425000097/ex191202510-k.htm)[, 202](https://www.sec.gov/Archives/edgar/data/833444/000083344425000097/ex191202510-k.htm)[5](https://www.sec.gov/Archives/edgar/data/833444/000083344425000097/ex191202510-k.htm) [(filed herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344425000097/ex191202510-k.htm)] | | |

| 21.1 | | | | | | [Subsidiaries of Johnson Controls International plc (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344424000064/ex211202410-k.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344425000097/ex211202510-k.htm)] | | |

| 22.1 | | | | | | [Co-Issuer of Debt Securities (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344424000064/ex221202410-k.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344425000097/ex221202510-k.htm)] | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting Firm (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344424000064/ex231202410-k.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344425000097/ex231202510-k.htm)] | | |

| 31.1 | | | | | | [Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344424000064/ex311202410-k.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344425000097/ex311202510-k.htm)] | | |

| 31.2 | | | | | | [Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344424000064/ex312202410-k.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344425000097/ex312202510-k.htm)] | | |

| 32.1 | | | | | | [Certification by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed [removed: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344424000064/ex321202410-k.htm)] [added: herewith)](https://www.sec.gov/Archives/edgar/data/833444/000083344425000097/ex321202510-k.htm)] | | |