jci-20240930

美國證券交易委員會

華盛頓特區，20549

形式 10-K


☑			根據1934年證券交易法第13或15（d）條提交的年度報告

日終了的財政年度九月30, 2024

或


☐			根據1934年證券交易法第13或15（d）條提交的過渡報告

從_到__的過渡期

佣金文件編號001-13836

約翰遜控制國際有限公司

(註冊人的確切姓名載於其章程)


愛爾蘭									98-0390500
（公司管轄權）									(國際稅務局僱主身分證號碼)
阿爾伯特碼頭一號, 軟木, 愛爾蘭, T12 X8 N6									(353) 21-423-5000
（主要行政辦公室地址和郵政編碼）									（註冊人電話號碼）

根據《交易法》第12（b）條註冊的證券：

每個班級的標題

交易符號

每個交易所的名稱在其上註冊的

每個班級的標題

交易符號

每個交易所的名稱在其上註冊的

普通股，面值0.01美元

JCI

紐約證券交易所

4.250% 2035年到期的優先票據

JCI 35

紐約證券交易所

1.375% 2025年到期票據

JCI 25 A

紐約證券交易所

6.000% 2036年到期票據

JCI 36 A

紐約證券交易所

3.900% 2026年到期票據

JCI 26 A

紐約證券交易所

2041年到期的5.70%優先票據

JCI 41 B

紐約證券交易所

0.375% 2027年到期的優先票據

JCI 27

紐約證券交易所

5.250% 2041年到期的優先票據

JCI 41 C

紐約證券交易所

2028年到期的3.000%優先票據

JCI 28

紐約證券交易所

4.625% 2044年到期的優先票據

JCI 44 A

紐約證券交易所

2029年到期的5.500%優先票據

JCI 29

紐約證券交易所

5.125% 2045年到期票據

JCI 45 B

紐約證券交易所

1.750% 2030年到期的優先票據

JCI 30

紐約證券交易所

6.950% 2045年12月1日到期的債券

JCI 45 A

紐約證券交易所

2.000% 2031年到期的可持續發展相關優先票據

JCI 31

紐約證券交易所

4.500% 2047年到期的優先票據

JCI 47

紐約證券交易所

2032年到期的1.000%優先票據

JCI 32

紐約證券交易所

4.950% 2064年到期的優先票據

JCI 64 A

紐約證券交易所

4.900% 2032年到期的優先票據

JCI 32A

紐約證券交易所

根據《交易法》第12（g）條註冊的證券：沒有一

用複選標記表示註冊人是否爲證券法第405條規則中定義的知名經驗豐富的發行人。是的 þ*¨

如果註冊人不需要根據《交易法》第13節或第15(D)節提交報告，請用複選標記表示。¨ 沒有 þ

用複選標記表示註冊人(1)是否在過去12個月內(或註冊人被要求提交此類報告的較短期限內)提交了《交易法》第13或15(D)節要求提交的所有報告，以及(2)在過去90天內是否一直符合此類提交要求。是的 þ*¨

用複選標記表示註冊人是否在過去12個月內(或在註冊人被要求提交此類文件的較短時間內)以電子方式提交了根據S-T規則405規定必須提交的每一份交互數據文件。是的 þ*¨

用複選標記表示註冊人是大型加速申報公司、加速申報公司、非加速申報公司、較小的報告公司或新興成長型公司。請參閱《交易法》第12b-2條規則中「大型加速申報公司」、「加速申報公司」、「較小申報公司」和「新興成長型公司」的定義。

大型加速文件服務器

加速的文件管理器

非加速文件服務器

規模較小的新聞報道公司

☐

新興成長型公司

☐

如果是一家新興的成長型公司，用複選標記表示註冊人是否已選擇不使用延長的過渡期來遵守根據《交易所法》第13(A)節提供的任何新的或修訂的財務會計準則。¨

通過勾選標記檢查登記人是否已提交報告並證明其管理層對其財務報告內部控制有效性的評估

根據《薩班斯-奧克斯利法案》（15 U.S.C.）第404（b）條7262（b））由編制或發佈審計報告的註冊會計師事務所執行 þ

如果證券是根據該法第12(B)條登記的，應用複選標記表示登記人的財務報表是否反映了對以前發佈的財務報表的錯誤更正。☐

用複選標記表示這些錯誤更正中是否有任何重述需要對註冊人的任何執行人員在相關恢復期間根據第240.10D-1(B)條收到的基於激勵的補償進行恢復分析。☐

用複選標記表示註冊人是否是空殼公司(如交易法第12b-2條所定義)。☐*þ

截至2024年3月31日，註冊人非附屬公司持有的江森自控國際有限公司普通股的總市值約爲美元43.9 根據紐約證券交易所報告的收盤銷售價格，價值10億美元。截至2024年10月31日， 662,185,383 普通股已發行，每股面值0.01美元。

以引用方式併入的文件

與將於2025年3月12日舉行的年度股東大會相關的最終委託書的部分內容已納入第三部分。

約翰遜控制國際有限公司

10-K表格年度報告索引

截至2024年9月30日的年度


		頁面
前瞻性信息的預防性聲明		3

第一部分：

第1項。	生意場	3

項目1A.	風險因素	12

項目1B。	未解決的員工意見	26

項目1C。	網絡安全	27

第二項。	特性	28

第三項。	法律程序	28

第四項。	煤礦安全信息披露	28

	登記人的行政人員	29

第二部分。

第五項。	註冊人普通股市場、相關股東事項和發行人購買股權證券	30

第六項。	[保留]	31

第7項。	管理層對財務狀況和經營成果的討論與分析	32

第7A項。	關於市場風險的定量和定性披露	50

第八項。	財務報表和補充數據	51

第九項。	會計和財務披露方面的變化和與會計師的分歧	112

第9A項。	控制和程序	112

項目9B。	其他信息	113
項目9C。	關於妨礙檢查的外國司法管轄區的披露	113

第三部分。

第10項。	董事、行政人員和公司治理	113

第11項。	高管薪酬	114

第12項。	某些實益擁有人的擔保所有權以及管理層和有關股東的事項	114

第13項。	某些關係和相關交易，以及董事的獨立性	115

第14項。	主要會計費用及服務	115

第四部分。

第15項。	展覽表和財務報表附表	116

第16項。	表格10-K摘要	116

	展品索引	117

	簽名	122

前瞻性信息的預防性聲明

除非另有說明，否則本年度報告中10-k表格中提及的「江森自控」、「公司」、「我們」、「我們的」和「我們」均指江森自控國際有限公司及其合併子公司。

本公司在本文件中所作的陳述是前瞻性的，因此會受到風險和不確定性的影響。本文件中除歷史事實陳述外的所有陳述都是或可能是1995年《私人證券訴訟改革法》所指的前瞻性陳述。在本文件中，有關公司未來財務狀況、銷售、成本、收益、現金流、其他經營結果指標、協同效應和整合機會、資本支出、債務水平和市場前景的表述均爲前瞻性表述。「可能」、「將」、「預期」、「打算」、「估計」、「預期」、「相信」、「應該」、「預測」、「項目」或「計劃」等詞語以及類似含義的詞語通常也是爲了識別前瞻性陳述。然而，沒有這些詞語並不意味着陳述不具有前瞻性。公司告誡說，這些陳述會受到許多重要風險、不確定性、假設和其他因素的影響，其中一些因素是公司無法控制的，這些因素可能導致公司的實際結果與這些前瞻性陳述明示或暗示的結果大不相同，這些風險包括但不限於以下風險：公司開發或獲得獲得市場認可並滿足適用質量和監管要求的新產品和技術的能力；公司執行其運營模式和推動組織改進的能力；公司成功執行和完成投資組合簡化的能力，包括完成住宅和輕型商業業務的剝離，以及此類行動的預期效益在預期時間框架內無法實現或無法實現的可能性；聘用和留住高級管理人員和其他關鍵人員的能力，包括成功執行公司首席執行官繼任計劃；創新和適應市場新興技術、想法和趨勢的能力，包括納入人工智能等技術；管理總體經濟、商業和資本市場狀況的能力，包括經濟衰退、經濟衰退和全球價格通脹的影響；公司客戶的公共和私人融資成本和可獲得性的波動；管理宏觀經濟和地緣政治波動的能力，包括供應鏈短缺以及俄羅斯與烏克蘭和以色列與哈馬斯之間的衝突；管理潛在和實際安全漏洞、網絡攻擊、隱私漏洞或數據泄露的風險和影響，維護和改進公司企業信息技術基礎設施的能力、可靠性和安全性；在公司數字平台和服務的開發、部署和運營中管理生命週期網絡安全風險的能力；管理對外貿易的法律或政策的變化，包括經濟制裁、關稅、外匯和資本管制、進出口管制或其他貿易限制；貨幣匯率的波動；影響公司業務運營或稅收狀況的法律、法規、費率、政策或解釋的變化或不確定性；適應全球氣候變化、氣候變化監管併成功履行公司的公共可持續發展承諾的能力；與與全國一類公共供水系統達成和解有關的風險和不確定性；訴訟和政府訴訟的結果；侵犯知識產權或知識產權到期的風險；公司管理自然災害、武裝衝突、政治變化、氣候變化、流行病和傳染病爆發以及其他不利公共衛生事態發展等災難性或地緣政治事件造成的干擾的能力；公司推遲或無法實現最近投資組合交易的預期收益和協同效應；最近投資組合交易的稅務處理；與此類交易相關的重大交易成本和/或未知負債；勞動力短缺、停工、工會談判、勞資糾紛和其他與勞動力相關的事項；以及取消或改變商業安排。與江森自控業務相關的風險的詳細討論包括在題爲「風險因素」的部分(請參閱本年度報告的表格10-K第I部分，第1A項)。除非另有說明，本文件中包含的前瞻性陳述僅在本文件發佈之日作出，並且，除法律另有要求外，江森自控不承擔任何義務更新此類陳述，以反映在本文件發佈之日之後發生的事件或情況。

第一部分

項目1 生意場

一般信息

江森自控國際有限公司總部位於愛爾蘭科克，是智能、健康和可持續建築領域的全球領導者，爲150多個國家的廣泛客戶提供服務。該公司的產品、服務、系統和解決方案提高了空間的安全性、舒適性和智能性，爲人類、地方和地球服務。該公司致力於通過對建築的戰略關注，幫助客戶獲勝併爲所有利益相關者創造更大的價值。

江森自控最初於1885年在威斯康星州註冊成立，原名江森電氣服務公司，爲建築物製造、安裝和服務自動溫度調節系統，並更名爲江森自控公司。1974年2005年，江森自控收購了York International，這是一家全球供暖、通風和空調（「空調」）以及製冷設備和服務供應商。此次收購後，江森自控繼續擴大其爲住宅和商業客戶提供的建築相關產品和服務組合。2016年，江森自控公司和泰科國際有限公司（「泰科」）完成了合併（「合併」），將江森自控的建築能效解決方案組合與泰科的消防和安全解決方案組合結合起來。合併後，泰科更名爲「江森自控國際有限公司」。

2016年，該公司完成了將其汽車業務分拆爲獨立上市公司Adient plc。2019年，該公司完成了電力解決方案業務的出售，完成了公司向純粹建築技術和解決方案提供商的轉型。

2024年，該公司宣佈正在評估其非核心產品線，以實現成爲商業建築技術和解決方案的純粹提供商的目標。2024財年第四季度，該公司完成了其全球產品部門的空氣分配技術業務的出售。2024財年第四季度，該公司達成最終協議，將其住宅和輕型商用（「R & LC」）空調業務出售給Robert Bosch GmbH（「博世」）。R & LC空調業務包括該公司的北美管道業務和莊臣控制-日立空調控股（英國）有限公司，該公司與日立全球生命解決方案公司的全球住宅合資企業。（「日立」），其中公司持股60%，日立持股40%。R & LC空調業務的出售預計將於2025財年第四季度完成。

該公司在工程、製造、調試和改裝建築產品和系統方面處於全球領先地位，包括住宅和商業暖通空調設備、工業製冷系統、控制系統、安全系統、火災探測系統和滅火解決方案。該公司還爲客戶提供技術服務，包括(暖通空調、工業製冷、安全和防火空間)設備的維護、管理、維修、改造和更換，以及能源管理諮詢。該公司的OpenBlue數字軟件平台通過將公司的建築產品和服務與尖端技術和數字能力相結合，使企業能夠更好地管理他們的物理空間，從而實現數據驅動的「智能建築」服務和解決方案。該公司通過利用其由OpenBlue提供支持的廣泛產品組合和數字能力，以及其直接渠道服務和解決方案能力，與客戶合作，在建築的整個生命週期提供基於結果的解決方案，滿足客戶提高能效、增強安全性、創造健康環境和減少溫室氣體排放的需求。

業務細分

該公司通過四個業務部門開展業務：

•北美建築解決方案在美國和加拿大運營;

•建築解決方案EMEA/LA 業務遍及歐洲、中東、非洲和拉丁美洲;

•亞太地區建築解決方案在亞太地區開展業務;以及

•全球產品該公司在全球範圍內運營。

建築解決方案部門：

•設計、銷售、安裝和維修空調、控制、建築管理、製冷、集成電子安全以及集成火災探測和滅火系統;以及

•提供節能解決方案和技術服務，包括數據驅動的「智能建築」解決方案以及機械和控制系統的檢查、定期維護以及維修和更換。

全球產品部門設計、製造和銷售：

•空調設備、控制軟件和軟件服務;

•製冷設備和控制裝置;

•消防和滅火;以及

•安全產品，包括入侵安全、盜竊設備、訪問控制以及視頻監控和管理系統。

該公司的部門主要向商業、機構、工業、數據中心和政府客戶提供產品和服務。

有關公司分部的更多信息，請參閱合併財務報表附註附註19「分部信息」。

產品、系統、服務和解決方案

該公司主要通過其廣泛的直接渠道銷售和安裝其商用暖通空調設備和系統、控制系統、安全系統、火災探測和滅火系統、設備和服務，該渠道由全球銷售和服務辦事處網絡組成。通過全球第三方渠道，如空調、控制、安全、火災探測和滅火產品的分銷商，也產生了可觀的銷售額。該公司龐大的現有客戶基礎爲維護、改造和更換市場帶來了大量的回頭客業務。該公司還能夠利用其現有客戶群爲其服務業務創造銷售額。值得信賴的建築品牌，如YORK®、Metasys®、安蘇爾、FRICK®、FM：Systems®、Penn®、Sabroe®、Silent-Aire®、Simplex®和Grinnell®，再加上該公司提供的產品、系統和解決方案的廣度和深度，使其成爲建築技術行業中最多樣化的產品組合。

該公司開發了軟件平台，包括本地平台和基於雲的軟件服務，並將其產品和服務與數字能力相結合，以提供數據驅動的解決方案，以創建更智能、更安全和更可持續的建築。該公司的OpenBlue平台將公司的建築專業知識與尖端技術相結合，使企業能夠更好地管理其物理空間，提供可持續發展、新的乘員體驗、安全和保障，包括人工智能和機器學習驅動的服務解決方案，如遠程診斷、預測性維護、工作場所管理、合規監測和高級風險評估。該公司利用其產品組合和服務網絡，以及數字和數據驅動的技術，提供專注於向客戶交付成果的集成和可定製的解決方案，包括OpenBlue建築即服務、OpenBlue Net Zero建築即服務和OpenBlue健康建築。這些服務通常旨在爲公司創造經常性收入，因爲它支持客戶實現他們期望的結果。

2024財年，產品和系統佔持續經營銷售額的70%，服務佔持續經營銷售額的30%。

競爭

該公司通過大量在競爭基礎上談判或授予的個人合同開展業務。授予合同的關鍵因素包括系統和服務性能、質量、價格、設計、聲譽、技術、應用工程能力、融資和建設或項目管理專業知識的可用性。住宅和非住宅市場在暖通空調設備、安全、火災探測、火災撲滅和控制方面的競爭對手包括許多地方、地區、國家和國際供應商。更大的競爭對手包括霍尼韋爾國際公司、西門子股份公司的運營集團西門子智能基礎設施公司、施耐德電氣公司、開利全球公司、特靈技術公司、大金工業有限公司、Lennox國際公司、GC美的控股有限公司和格力電器公司。此外，該公司還在一個高度分散的建築服務市場上競爭。在數字服務、軟件即服務和物聯網領域，該公司還面臨着來自建築行業各種老牌公司、初創公司和其他新興進入者的競爭。失去任何個人合同或客戶不會對公司產生實質性的不利影響。

業務戰略

該公司的業務戰略是通過爲全球商業客戶提供全方位的產品和解決方案來維持和擴大其作爲商業建築技術和解決方案領導者的地位。2024年，該公司通過出售其空氣分配技術業務並達成出售其R & LC空調業務的最終協議，優化其核心商業建築投資組合。在採取這些投資組合優化行動後，公司的核心戰略仍然專注於創建增長平台、推動運營改進並創建高性能、以客戶爲中心的文化。

該公司在空調、控制、消防、安全和服務等有吸引力且不斷增長的終端市場中擁有強大的地位，其全面的產品組合和龐大的安裝基礎增強了該公司的地位。該公司相信，它有能力利用商業建築行業的新興和流行趨勢，包括數據中心、可持續建築、健康建築/室內環境質量和智能建築。爲了利用這些趨勢，該公司

仍然專注於保持通過直接和間接渠道提供商業建築產品、系統和解決方案的領先地位，並通過數字化實現增長，開發和利用其產品組合的氣息來推動附件，在建築生命週期中提供差異化的服務和解決方案併產生經常性收入。爲了實現這些目標，公司有四個戰略優先事項：

利用關鍵增長載體：數據中心、可持續建築、健康建築/室內環境質量和智能建築是公司的關鍵增長機會。該公司尋求利用其現有的產品組合廣度和產品開發投資，結合OpenBlue支持的數字產品和功能的擴展，提供差異化的解決方案和創新的交易結構，以幫助客戶實現目標。該公司打算通過投資產品和技術以及擴大合作伙伴關係來擴大其能力，以推動創新，使其能夠提供針對客戶期望結果的差異化服務。

爲整個建築創造價值：該公司提供的系統和服務解決方案可以最大限度地利用建築物生命週期中的機會，爲客戶提供節省能源、減少排放和優化建築生命週期成本的成果，同時改善整體居住者體驗。該公司在多個領域內推動直接、集成的解決方案的能力爲附屬、交叉銷售、經常性收入以及與客戶發展從安裝到服務、改造和更換的長期關係提供了機會。

加速高增長數字服務、區域和垂直領域：該公司專注於通過數字技術轉型其大型服務業務，並進一步利用公司的安裝基礎、領域專業知識和全球覆蓋範圍。該公司專注於開發和部署連接設備、系統和控制，以支持數字服務和解決方案的提供。該公司進一步打算擴大其在高增長地區的業務，並投資其服務市場內的高增長垂直行業，包括醫療保健、商業辦公室/園區、教育和數據中心。

維持高績效、以客戶爲中心的文化：公司認識到培養人才和創造積極的客戶體驗是實現其業務戰略的核心。該公司正在投資人才，以建立一支多元化的員工隊伍，具有數字化能力、以解決方案爲導向、專注於持續學習和成長。該公司的目標是利用其人才能力和培訓來創建以客戶爲中心的文化，以推動客戶忠誠度和決策。

爲了實現這些優先事項，該公司正在利用其技術領先地位、全面的產品組合、全球影響力、龐大的安裝基礎和強大的渠道，將系統、服務、改造和更換的生命週期機會貨幣化，這些機會由公司的直接現場業務和全球第三方渠道建立和交付。該公司正在通過嚴格的執行、提高生產力和可持續的成本管理來增強其戰略優先事項，以創造一條實現擴大利潤率和增強盈利能力的途徑。

積壓和訂單

積壓和訂單是額外的指標，旨在爲管理層提供對特定戰略和增長計劃進展情況的更深入的了解。積壓適用於產品、系統和服務的銷售，截至2024年9月30日，總額爲152億美元，包括建築解決方案和全球產品部門。訂單爲管理層提供客戶對公司產品和服務的需求信號，以及未來收入和業績的指示。然而，積壓和訂單的時間和轉換受到許多不確定性和風險的影響，並且不一定表明下一財年將獲得的收入金額。

下表總結了建築解決方案部門的積壓和訂單：


	積壓		命令
(以十億計)	2024年9月30日		同比變化 (1)		截至的年度 2024年9月30日		同比變化 (1)

北美建築解決方案	$	9.1	10	%	$	12.3	9	%
建築解決方案EMEA/LA	2.5		10	%	4.6		9	%
亞太地區建築解決方案	1.5		(10)	%	2.5		(8)	%
整體建築解決方案	$	13.1	7	%	$	19.4	7	%

(1) 變化與2023年9月30日（積壓）和截至2023年9月30日的年度（訂單）進行比較，不包括併購、處置和外幣的影響。

截至2024年9月30日，剩餘績效義務爲211億美元。公司剩餘履行義務與積壓之間的差異主要是由於：

•剩餘的績效義務包括建造醫院、學校和其他政府建築的大型多用途合同，這些服務將在建築物的整個生命週期內履行，整個合同期限內的平均初始合同期限爲25至35年，而積壓合同僅包括這些合同的生命週期（大約五年）;

•剩餘的績效義務不包括原預期期限爲一年或以下的服務合同，以及可撤銷且無需巨額罰款的合同，而積壓的合同包括短期和可撤銷的合同;以及

•剩餘的績效義務包括整個剩餘期限的服務合同，並附帶巨額終止罰款，而積壓的合同僅包括所有未完成的服務合同一年。

該公司報告積壓情況，認爲這是評估公司運營績效以及與總訂單關係的有用指標。

原材料

該公司業務與其業務相關的原材料包括鋼、鋁、黃銅、銅、聚丙烯和用於滅火劑的某些氟化學品。該公司還在其產品的製造中使用半導體和其他電子元件。在2022財年和2023財年的部分時間裏，由於全球通脹、供應鏈中斷、勞動力短缺、需求增加以及其他監管和宏觀經濟因素，公司經歷了材料成本的上升。這些趨勢的總體影響有利於收入，因爲需求增加和價格上漲抵消了通脹，而由於供應鏈中斷和成本壓力，利潤率受到負面影響。然而，在整個2023財年和2024財年，隨着供應鏈中斷的緩解以及更高價格的積壓轉化爲銷售，公司的利潤率有所提高，這在項目7.管理層對財務狀況和運營結果的討論和分析中進行了討論。雖然公司的供應鏈已經正常化，但公司未來可能會經歷進一步的中斷、短缺和價格上漲，其影響將取決於公司成功緩解和抵消這些事件的影響的能力。在2025財年，大宗商品價格和供應情況可能全年都會波動，並可能對公司的經營業績產生重大影響。關於與原材料、部件和商品的供應有關的風險的更詳細說明，見項目1A。風險因素。

知識產權

一般來說，公司尋求對其業務相關開發的戰略或財務重要知識產權的法定保護。公司通過各種方式保護其知識產權投資。該公司在美國和國際上積極合作，確保適用於公司產品、服務、軟件、解決方案和品牌的版權、商標、商業祕密和其他保護得到執行。某些知識產權（如適用）受合同、許可、保密或其他協議的保護。

該公司擁有衆多美國和非美國專利（及其各自的專利），其中更重要的涵蓋了當前產品中體現的或用於製造這些產品的技術和發明。內部發展使公司能夠保持來自產品差異化和對其產品和服務更嚴格的技術控制的競爭優勢。雖然該公司相信專利對其業務運營很重要，並且總體而言構成了一項寶貴的資產，但沒有一項專利或一組專利對業務的成功至關重要。該公司不時授予其專利和技術許可，並獲得他人專利和技術許可。

公司的商標（其中某些對其業務至關重要）在美國和銷售公司產品和服務的許多非美國國家/地區註冊或受到其他法律保護。該公司不時參與商標許可交易。

爲公司製作的大多數作者作品，例如計算機程序、目錄和銷售文獻，都附有適當的通知，表明公司根據美國法律和適當的國際條約要求版權保護。

環境、健康及安全事宜

涉及環境保護以及工人安全和健康的法律管轄着公司持續的全球業務。它們通常規定了民事和刑事處罰，以及針對不合規行爲的禁令和補救救濟，或要求對公司相關材料已釋放到環境中的地點進行補救。

該公司的一部分產品消耗能源並使用製冷劑。公衆對全球氣候變化的認識和擔憂的提高導致了更多旨在減少溫室氣體排放的法規。這些法規往往根據全球、國家和國家以下地區的氣候目標或政策實施，目標是製冷劑的全球變暖潛勢（「GWP」）、設備能源效率以及作爲熱源的化石燃料的燃燒。該公司繼續投資其產品組合，以滿足或超過新興排放法規和標準。

該公司在全球投入了大量財務和管理資源，以遵守環境法和工人安全法，並維持旨在促進和確保合規的程序。該公司的某些業務正在或曾經從事處理或使用可能影響工作場所健康和安全或環境的物質。該公司致力於保護其工人和環境免受與這些物質相關的風險。

由於不遵守環境法和工人安全法或對排放到環境中的公司相關物質進行補救，公司的運營和設施一直是、未來可能成爲正式或非正式執法行動或訴訟的對象。這類問題通常通過承諾合規、減排或補救計劃，以及在某些情況下支付罰款的方式與監管當局解決。此外，美國和國際上的政府越來越多地對全氟辛烷磺酸(「全氟辛烷磺酸」)、全氟辛酸(「全氟辛酸」)和/或其他全氟和多氟烷基物質(「全氟烷基物質」)進行監管，這些物質包含在公司的某些傳統消防泡沫產品中。這些規定包括降低排放標準和對某些化合物的存在設定限制。關於環境問題的進一步討論，見合併財務報表附註21「承付款和或有事項」。

政府監管與監督

該公司的業務在消費者保護、政府合同、國際貿易、環境保護、勞工和就業、稅收、許可等領域受到美國國內外衆多聯邦、州和地方法律和法規的約束。例如，該公司運營所在的大多數美國州和非美國司法管轄區都有專門針對警報和滅火行業的許可法。該公司的安全業務目前廣泛依賴於使用有線和無線電話服務來傳輸信號。美國的有線和無線電話公司受聯邦和州政府的監管。此外，政府對消防安全規範的監管可能會影響公司的消防業務。該公司的業務還可能受到政府對製冷劑、全氟辛烷磺酸、能效標準、噪音法規和產品安全法規的變化的影響，包括與氫氟烴/減排努力、節能標準和氟化氣體法規相關的變化。這些和其他法律法規影響着公司經營業務的方式，法律或政府政策的變化可能會對公司的全球業務產生有利和不利的影響。有關影響本公司業務的各項法律法規的更詳細說明，請參閱第(1a)項。風險因素。

監管資本支出

該公司努力遵守適用於其業務和產品的衆多聯邦、州和地方法律和法規，經常導致資本支出。該公司進行資本支出，以設計和升級其消防和安全產品，以符合或超過適用於警報、滅火和安全行業的標準。該公司還進行資本支出，以達到或超過能源效率標準，並遵守適用的法規，包括對製冷劑、氫氟碳化合物/減排努力的監管，以及對含氟氣體的監管，特別是與本公司的暖通空調產品和解決方案有關的監管。該公司正在進行的環境合規計劃也導致了資本支出。監管和環境考慮是所有重大資本支出決定的一部分；然而，2024財年僅與監管合規有關的支出並不重要。管理層預期，任何與遵守任何個別法規或一組相關法規有關的未來資本支出金額，在任何一年都不會對公司的財務業績或競爭地位產生重大不利影響。關於環境問題的進一步討論，見合併財務報表附註21「承付款和或有事項」。

人力資本管理

概述和治理

高績效文化的發展使公司能夠實現建設更智能、更健康、更可持續明天的目標。該公司的戰略驅動因素提供了方向，引導其員工走向持續改進和創新的文化，以超越客戶的期望，併爲建築系統行業的全球挑戰提供解決方案。

發展和維護高績效文化的責任在整個公司擁有、嵌入和執行。首席人力資源官(「CHRO」)負責制定公司的戰略，以推動高績效文化，並確保其在整個公司的執行。董事會薪酬和人才發展委員會是公司高績效文化戰略和執行的主要監督者，確保公司提出支持留住和吸引外部人才的員工價值主張。治理和可持續發展委員會是員工健康和安全的主要監督者。公司首席執行官(「首席執行官」)、首席財務官、首席法律顧問、全球環境健康與安全副總裁總裁、多元化、股權與包容性副總裁總裁及公司其他高層領導負責戰略的執行，並與薪酬與人才發展委員會、治理與可持續發展委員會和董事會成員就推動公司高績效文化的關鍵要素進行接觸，包括討論未來工作、人力資本趨勢、流程與實踐、多樣性、股權與包容性、健康與安全、人才發展、公司文化及繼任規劃。推動公司高績效文化的關鍵因素包括：

健康與安全

健康與健康、安全和環境是公司零傷害願景的三大支柱。該公司的健康和安全計劃是圍繞全球標準設計的，並進行適當的變化，以解決公司製造、服務、系統和總部運營的多個司法管轄區和法規、特定危險和獨特的工作環境。

該公司要求其每個地點定期進行安全審計，以確保制定適當的安全政策、計劃程序、分析和培訓。此外，該公司還聘請獨立的第三方合規評估和認證供應商來審核選定的業務是否符合其全球健康和安全標準。公司內部部署了基於文化和價值觀的安全舉措，以維持和進一步提高績效。

該公司利用領先和落後指標的混合來評估其運營的健康和安全績效。滯後指標包括OSHA總可記錄事件率（「TRIR」）和基於每100名員工（或每200，000個工作小時）的事件數量的損失時間（或損失工作日）事件率（「LTLR」）。2024財年，該公司的TRIR爲0.34，LTLR爲0.13。

多樣性、公平性和包容性

公司致力於創造一個崇尚多樣性的工作場所，每個員工都感到被納入和被重視，公平的做法成爲常態。公司的目標是培養創新、協作和尊重的文化，推動其在全球市場上取得成功。多樣性、公平性和包容性(「DEI」)是公司推動高績效文化戰略的組成部分，被公認爲爲公司創造和交付創新的高性能產品以及爲客戶最棘手的問題提供解決方案增加了價值。公司提高了對「股權」的關注，使所有員工都能夠獲得他們發展和成功所需的機會、資源、支持和網絡。該公司使員工能夠在創造一種重視獨特性、頌揚創造力和推動創新的文化中發揮積極作用。該公司鼓勵員工通過積極參與業務資源小組(「BRGS」)實現包容性文化，「BRGS」是由具有相似興趣、經歷或人口統計特徵的人員組成的員工領導的志願組織。該公司繼續在11個類別中增加對其全球BRG分會的參與：非裔美國人、亞太地區、LGBTQ+、新興領袖、西班牙裔、殘疾人、退伍軍人、婦女、可持續發展、父母和照顧者以及正念生活。每個BRG對所有員工開放，並得到整個企業的高級領導的贊助和支持。該公司的BRG結構包括每月學習系列、積極的招聘平台、創新中心、社區參與和反饋會議。該公司還聘請BRGS支持內部和外部多樣化人才的獲取和發展。

該公司致力於讓員工每天都能以真實的自我去工作，這反過來又增加價值、培養創造力並激發整個組織的變革。公司認識到，正是其員工使公司脫穎而出。該公司制定了強有力的政策和戰略來支持其運營和社區的這一願景，包括解決社會影響和員工體驗的戰略。該公司致力於實施其DEI使命、願景和路線圖，包括關注員工體驗、業務資源群體、學習和發展以及外部影響。

公司認識到，營造多元化、公平和包容的環境需要持續的承諾、問責制和持續改進。該公司定期評估其進展，認可員工的貢獻，並要求領導者負責推動DEI舉措。該公司還創建了開放對話和員工反饋機制，以確保每個人的聲音都被聽到。

該公司已實施多項措施，重點確保問責制，以營造多元化、公平和包容的環境：

•多元化目標：首席執行官和其他高級領導者在其年度績效目標中制定了多元化和包容性目標。

•吸引多元化人才： BRG在積極影響公司吸引多元化人才方面發揮着重要作用。BRG通過外部參與和人才招聘採購計劃支持這些努力。該公司的全球旗艦未來領袖實習計劃繼續擴大其外展的多樣性，並專注於推進公司增長計劃所需的技能。2024年，公司根據員工反饋，推出了「正念生活」和「父母和護理人員在一起」（「PACT」）BRG小組。人們的興趣和熱情一直很強烈，新的BRG正在以所有BRG團體中最快的速度增加成員。

•表彰員工貢獻：公司的多元化傑出獎旨在表彰和鼓勵員工對公司DEI工作做出的貢獻。由提名驅動的多元化傑出獎每年向八名員工頒發三次，已成爲對員工對公司DEI旅程進展所做貢獻的高度認可。

人才培養

公司必須確保員工的持續發展和進步，以維持高績效文化。該公司採取了持續改進的人才發展方法，努力支持員工的成長，同時定義組織未來幾年所需的技能和能力。爲了評估當前的企業能力並定義未來的需求，戰略人才審查和繼任規劃每年都會在全球範圍內和所有業務領域按計劃節奏進行。該公司繼續爲員工提供職業發展的機會，2024財年，一半以上的開放管理職位由內部填補。

該公司相信，高績效是員工在整個職業生涯中改變、適應和發展能力的能力的結果。這種人才發展方法包括自我和多評級者評估、職能和領導能力模型，爲員工提供個性化的發展規劃和技能獲取方法。該公司強調現實生活中的實時學習，使每個員工能夠滿足具有挑戰性和不斷變化的工作的需求，並專注於強化旨在支持個人在當前工作和未來發展中的有效性的關鍵原則。該公司爲爲公司產品和服務工作或參與公司產品和服務的員工、客戶和供應商提供技術和領導力培訓。

公司對員工發展的關注是在過去幾年中通過旨在向員工灌輸基本技能並強化與公司文化一致的戰略目標的計劃來構建的，包括：

•數字化轉型：爲了支持公司的增長戰略，該公司正在通過個性化和有針對性的培訓計劃投資發展數字化領導力，旨在培養具有數字化能力的領導者、銷售人員、工程師和技術人員。

•多樣性和包容性：該公司針對個人職業生涯的各個層面和階段制定了結構化的多元化和包容性教育課程，以培養員工並使其符合公司的多元化和包容性戰略和價值觀。Dimensions培訓計劃旨在培養代表性不足的人才的職業生涯，併爲管理者提供指導他們自我主導的包容性努力的工具包。 2024財年，該計劃擴大

超越北美，面向全球觀衆。該公司的旗艦女性領導力（「WIL」）計劃自2022年啓動以來，參與人數持續增長，總數增長了162%。該計劃正在顯示出可衡量的影響，自計劃完成以來，28%的原始隊列參與者得到了晉升。

2024財年，該公司提供了由員工完成的近225，000項活動組成的強大課程，包括視頻、課程、電子學習、文檔、文章和書籍，其中包括超過4，000個活躍（面對面或虛擬）學習課程。2024財年，超過81，000名員工（不包括非有線）完成了超過117萬次學習活動。員工消耗的總學習時間爲158萬小時，平均每位員工近20小時，包括投入在正式學習上的時間和投入在自學閱讀或視頻觀看量上的標準時間。

組織參與度

該公司使用最初於2023財年啓動的季度脈搏調查來衡量員工的敬業度。敬業度調查爲管理人員提供了自己的數據儀表板，以查看自己的敬業度結果，各級管理人員可以利用該調查來了解如何改善公司的文化和員工敬業度。爲經理提供資源來解釋他們的結果並在每次調查後計劃他們的行動。

員工人口和人口統計

截至2024年9月30日，該公司在全球僱用了約94，000名員工，其中約35，000名員工在美國境內，約59，000名員工在美國境外。大約22，000名員工受到集體談判協議或勞資委員會的保護，該公司相信其與工會的關係總體上是積極的。


截至2024年9月30日的員工多元化
	男性	女性	少數族裔(1)
僱員總數	77%	23%	31%
經理	79%	21%	22%

(1) 男性和女性數據代表了全球所有員工。少數族裔數據僅代表美國員工。

季節性因素

該公司的某些銷售是季節性的，因爲夏季對住宅空調設備和服務的需求通常會增加。該公司提供的其他沒有重大季節性影響的產品和服務減輕了這種季節性。

研究和開發支出

研究與開發支出請參閱合併財務報表附註附註1「重要會計政策摘要」。該公司承諾將其新產品研發的很大一部分投資於氣候和效率相關創新，以開發可持續的產品和服務。該公司投資增強其產品線和服務的能力，以支持其戰略、滿足消費者偏好並實現監管合規性。這包括投資開發該公司的OpenBlue平台和相關服務產品、數字產品能力、節能產品以及低GWP製冷劑和技術。

可用信息

公司提交給美國證券交易委員會(「美國證券交易委員會」)的文件，包括10-k表的年度報告、10-Q表的季度報告、附表14A的最終委託書、當前的8-k表報告以及根據1934年證券交易法第13或15(D)節提交的這些報告的任何修正案，在公司以電子方式向美國證券交易委員會存檔或向美國證券交易委員會提供這些材料後，已在合理可行的情況下儘快通過公司網站的投資者關係部分免費提供。公司向美國證券交易委員會備案的任何材料的副本也可以通過美國證券交易委員會的網站免費獲得，網址是：http://www.sec.gov.公司還應要求在公司網站上免費提供其道德準則、公司治理準則、董事會委員會章程和其他與公司有關的信息或印刷形式。本公司不會將本公司網站所載資料納入本10-k表格年度報告，或以引用方式將其納入本年報。

項目1A 風險因素

以下是我們認爲適用於公司的最重要風險因素的警示性討論。對這些因素的討論通過引用納入第二部分第7項「管理層對財務狀況和經營結果的討論和分析」並被視爲其組成部分。風險的披露不應被解釋爲暗示此類風險尚未實現。公司目前未知或公司目前認爲不重大的其他風險也可能損害公司的業務、財務狀況、經營業績和現金流。

與我們的業務運營相關的風險

我們未來的增長取決於我們開發或獲取新產品、服務和技術的能力，以可接受的利潤率獲得市場接受。

我們未來的成功取決於我們開發或收購、製造和將具有競爭力的、日益複雜的產品和服務迅速和具有成本效益地推向市場的能力。我們開發或獲取新產品、服務和技術的能力需要投入大量資源。這些收購和開發努力將資源從我們業務的其他潛在投資中轉移出來，它們可能無法及時導致新技術、產品或服務的開發。此外，我們必須繼續有效地調整我們的產品和服務，以適應不斷變化的技術和監管環境，以推動增長並抵禦競爭對手、監管機構或其他影響我們業務和運營的外部力量造成的中斷。如果我們不能靈活應對新產品、服務和技術(包括人工智能和機器學習等技術)開發過程中的中斷，我們的業務、財務狀況、運營結果和現金流可能會受到不利影響。

即使在推出後，新的或增強的產品也可能無法滿足客戶的偏好，產品故障可能會導致客戶拒絕我們的產品。此外，當我們將包括人工智能和機器學習在內的新興和快速發展的技術整合到我們的產品和服務中時，我們可能無法預測或識別因使用此類技術而導致的漏洞、設計缺陷或安全威脅，並制定足夠的保護措施。因此，這些產品可能無法獲得市場認可，我們的品牌形象可能會受到影響。我們還必須吸引、培養和留住具有必要技術專長和了解客戶需求的人員，以開發新技術和推出新產品，特別是在我們的數字服務和解決方案業務以及OpenBlue軟件平台方面。適用於我們產品的法律和法規以及我們客戶的產品和服務需求會不時發生變化，法規的變化可能會使我們的產品和技術不合規，或者導致新的或加強的法規審查。此外，我們的產品、服務和技術的市場可能不會像我們預期的那樣發展或增長。由於我們的競爭對手提供更具吸引力的產品而導致我們的技術、產品或服務未能獲得市場認可，通過新的或創新的產品向市場引入新的競爭對手，或者未能解決上述任何因素，都可能顯著減少我們的收入，增加我們的運營成本，或以其他方式對我們的業務、財務狀況、運營結果和現金流產生重大和不利的影響。

未能通過執行我們的運營模式和組織改進來提高組織效率可能會降低我們的盈利能力或對我們的業務產生不利影響。

我們的運營結果、財務狀況和現金流取決於我們執行運營模式和推動組織改進的能力。我們尋求發展和維護高績效、以客戶爲中心的文化和商業組織，其特徵是持續高效和及時的客戶服務、客戶支持和客戶親密感，以實現長期的客戶忠誠度。我們成功實施運營模式的能力包括我們通過組織改進和實施促進和獎勵戰略有效執行的激勵計劃圍繞商業戰略組織運營的能力。如果我們無法成功實施和執行我們的運營模式，我們的業務、財務狀況、運營業績和現金流可能會受到不利影響。

我們尋求通過各種行動推動組織改進，包括重組和整合活動、數字化轉型、戰略計劃、業務組合審查、生產力計劃、功能化、激勵計劃、培訓、高管管理變革以及業務和運營模式評估。在2024財年第四季度，公司致力於一項多年重組計劃，以解決擱淺的成本，並進一步調整其全球業務規模，這是先前宣佈的投資組合優化交易的結果。該公司執行重組計劃最重要方面的能力將取決於R&LC暖通空調業務剝離交易的完成時間。與這些行動相關的風險包括執行延遲，包括R&LC暖通空調業務剝離的延遲完成，額外的意外成本，失去客戶關係，實現少於

估計生產力提高、變革疲勞加劇、組織壓力和對員工士氣的不利影響。我們可能無法實現我們預期的全部運營或財務利益，對這些利益的認識可能會被推遲，並且這些行爲可能會擾亂我們的運營。此外，我們未能有效實施運營模式和管理組織變革可能會導致客戶和員工流失增加，並損害我們吸引和留住關鍵人才的能力。

我們的業務成功取決於吸引和留住合格的人才。

我們維持和發展業務的能力要求我們僱用、保留和發展一支高績效、以客戶爲中心、多元化的管理團隊和員工隊伍。持續高效及時的客戶服務、客戶支持和客戶親密感對於提高客戶忠誠度和推動我們的財務業績至關重要。我們的增長戰略要求我們轉向新的人才能力投資並培養未來的勞動力，重點是培養數字和諮詢、基於結果的銷售技能。未能確保我們擁有領導力和人才能力以及必要的技能和經驗，可能會阻礙我們實現增長目標、執行戰略計劃和有效過渡領導層的能力。任何計劃外的人員流動或無法吸引和留住關鍵員工都可能對我們的運營業績產生負面影響。

我們的業務性質要求我們保持足夠大的勞動力來支持我們的製造運營以滿足客戶需求，併爲客戶提供現場服務和項目支持。這包括招募、僱用和留住熟練的貿易工人來支持我們的直接渠道領域業務。我們過去曾經歷過，將來也可能經歷過熟練或非熟練勞動力短缺的情況。此類勞動力短缺的影響可能會限制我們擴大業務以滿足增加的需求並將積壓轉化爲收入的能力，這可能會對我們的增長和運營業績產生負面影響。

2024年7月，我們宣佈首席執行官喬治·奧利弗（George Oliver）已通知董事會其退休計劃，並要求董事會啓動公司首席執行官繼任計劃。如果我們無法爲奧利弗先生找到和留住合格的繼任者併成功實施我們的首席執行官繼任計劃，那麼我們的運營和戰略目標的制定和執行可能會受到干擾，這可能會對我們的運營業績、財務狀況和現金流產生重大不利影響。在尋找新首席執行官的懸而未決期間，我們也可能難以吸引和招聘或留住合格的高級領導層。

未能實現和保持高水平的產品和服務質量可能會損害我們在客戶中的聲譽，並對我們的業績產生負面影響。

產品和服務質量問題可能會損害客戶對我們公司和我們品牌的信心。如果我們的某些產品和服務不符合適用的安全標準或客戶對質量、安全或性能的期望，我們可能會遭受銷售損失和成本增加，並且我們可能會面臨法律、財務和聲譽風險。此外，當我們的產品未能按預期發揮作用時，我們將面臨保修、產品責任、人身傷害和其他索賠的風險。我們過去曾遇到過此類質量問題，將來也可能會遇到此類問題。

我們無法確定我們的質量控制和程序是否會揭示我們產品或其原材料的缺陷，這些缺陷可能要到產品投入市場使用後才會顯現出來。因此，產品存在缺陷的風險，這可能導致銷售損失或市場接受延遲，並需要產品召回或現場糾正行動。此類補救措施的實施成本可能很高，並且可能會損害我們的聲譽、客戶關係和市場份額。我們過去曾進行過產品召回和現場糾正行動，未來可能會再次這樣做。

在許多司法管轄區，產品責任索賠不限於任何指定的賠償金額。如果任何此類索賠或繳款請求或要求超出了我們可用的保險範圍，或者如果出現產品召回，可能會對我們的運營業績產生不利影響。此外，召回或索賠可能需要我們審查部分或全部產品組合，以評估其他產品中是否存在類似問題，這可能導致我們的業務受到重大幹擾，並可能對我們的業務產生進一步的不利影響。財務狀況、經營業績和現金流。我們無法保證我們未來不會遇到任何重大保修或產品責任索賠，我們不會爲此類索賠支付巨額費用，或者我們將有足夠的儲備來支付任何召回、維修和更換費用。

影響我們的IT系統和數字產品的網絡安全事件可能會擾亂業務運營，導致關鍵和機密信息的丟失，並對我們的聲譽和運營結果產生重大不利影響。

我們依賴IT和數據安全基礎設施的容量、可靠性和安全性，以及我們擴展和不斷更新該基礎設施以響應業務不斷變化的需求的能力。當我們實施新系統或集成現有系統時，它們可能無法按預期執行。我們還面臨着支持舊系統的挑戰，這些系統容易面臨增加的風險，包括安全漏洞、系統故障和中斷的風險，並實施必要的升級。此外，我們的某些員工有時會遠程工作，這增加了我們對網絡安全和其他IT風險的脆弱性。如果由於IT基礎設施負擔增加或IT系統的安全漏洞，我們的重要IT系統的運行出現問題，則由此產生的中斷可能會對我們的業務產生重大不利影響。

全球網絡安全威脅和事件的範圍從未經協調的個人試圖未經授權訪問IT系統到針對公司、其產品、其客戶和/或其第三方服務提供商(包括雲提供商)的複雜且有針對性的措施，稱爲高級持續威脅。這些威脅和事件來自全球許多來源，包括來自複雜的民族國家行爲者和有組織犯罪集團的威脅，包括以計算機病毒、勒索軟件、蠕蟲、特洛伊木馬、間諜軟件、廣告軟件、恐嚇軟件、流氓軟件和針對計算機用戶的程序形式的惡意軟件。用於獲得對IT系統或網絡的未經授權訪問或破壞的技術正在不斷髮展，可能直到針對目標啓動才能被識別。我們和第三方利用供應商來支持我們的業務和運營，我們已經並預計將繼續經歷這些類型的威脅和事件，這些威脅和事件會增加我們的IT系統(包括我們的雲服務提供商的系統)、內部網絡、我們客戶的系統及其存儲和處理的信息的風險。2023年9月，我們經歷了一次網絡安全事件，其中包括第三方未經授權訪問、數據外泄和將勒索軟件部署到我們內部IT基礎設施的一部分。我們已經並可能繼續承擔與網絡安全事件有關的重大成本，包括基礎設施投資或補救工作。該事件還可能造成聲譽損害、暴露於法律索賠或執法行動以及政府組織徵收的罰款，這反過來又可能對我們的業務結果產生實質性的不利影響。不能保證不會發生更多的未經授權的訪問或網絡事件，也不能保證我們未來不會遭受重大損失。我們也可能經歷未來網絡安全事件的類似後果。其他潛在後果可能包括知識產權被盜，以及我們在研究、開發和工程方面的投資價值縮水，這反過來可能對我們的競爭力和運營結果產生重大不利影響。

我們的客戶，包括美國政府，越來越多地要求我們的產品提供網絡安全保護並強制執行網絡安全標準，我們可能會爲了滿足這些要求而產生額外的成本。我們部署對策以阻止、預防、檢測、響應和緩解網絡安全威脅，包括身份和訪問控制、數據保護、漏洞評估、我們認爲不太容易受到網絡攻擊的產品軟件設計、對我們的IT網絡和系統的監控、備份和保護系統的維護，以及將網絡安全設計納入我們產品的整個生命週期。儘管我們做出了這些努力，但我們已經並可能繼續遭受攻擊，以及由此導致的我們或我們第三方服務提供商的數據庫或系統的崩潰或癱瘓。網絡安全事件，視其性質和範圍而定，已造成並可能在未來導致關鍵數據和機密或專有信息(我們自己的或第三方的)被挪用、破壞、腐敗或不可用，以及業務運作中斷。此類事件在很長一段時間內都沒有被發現，未來也可能繼續如此，而此類事件造成的損失可能超過我們爲此類事件提供的保險範圍。此外，影響我們的it系統的安全漏洞在某些情況下已經並在未來可能導致信息丟失或未經授權的披露或被盜的風險，這可能導致執法行動、訴訟、監管或政府審計、調查和可能的責任。

我們越來越多的產品、服務和技術（包括我們的OpenBlue軟件平台）都具有數字功能和附帶的互連設備網絡，其中包括傳感器、數據、建築物管理系統以及先進的計算和分析能力。如果我們無法管理數字平台和服務的開發、部署和運營過程中的生命週期網絡安全風險，它們可能會容易受到網絡安全事件的影響，並導致第三方聲稱我們的產品故障對我們的客戶造成了損害。由於我們產品日益緊密的聯繫性及其在管理建築系統中所發揮的作用，這種風險加劇了。

數據隱私、身份保護和信息安全合規可能需要大量資源並帶來一定的風險。

我們收集、存儲、訪問並以其他方式處理某些機密或敏感數據，包括受隱私和安全法律、法規和/或客戶強加控制的專有業務信息、客戶數據、個人數據或其他信息。儘管我們努力保護此類數據，但我們的業務和產品可能容易受到安全事件、盜竊、錯位或丟失的數據、編程錯誤或錯誤的影響，這些錯誤或錯誤可能會導致此類數據泄露、不當使用我們的產品、系統、軟件解決方案或網絡、未經授權訪問、使用、披露、修改或破壞信息、有缺陷的產品、生產停機和運營中斷。2023年9月，我們經歷了一次網絡安全事件，其中包括第三方未經授權訪問、數據外泄和將勒索軟件部署到我們內部IT基礎設施的一部分。由於網絡安全事件導致的客戶、員工或其他數據被盜、丟失、欺詐性使用或不當使用的實際或預期風險，以及不遵守適用的行業標準或我們的合同或其他法律義務或有關此類數據的隱私和信息安全政策，可能會導致成本、罰款、訴訟或監管行動。如果我們、我們的供應商、渠道合作伙伴、客戶或其他第三方遇到數據被盜、丟失、欺詐性使用或誤用的實際或預期風險，包括由於員工錯誤或瀆職，或由於我們在產品中集成的圖像、軟件、安全和其他產品，我們未來可能面臨類似的後果。這樣的活動可能會讓客戶選擇我們競爭對手的產品和服務。網絡安全事件和未來類似事件都可能損害我們的聲譽，造成不利的宣傳或以其他方式不利影響某些潛在客戶對我們服務的安全性和可靠性以及我們的信譽和聲譽的看法，這可能會導致銷售損失。

我們運營的環境是，美國各州和我們運營所在的外國司法管轄區存在不同且可能相互衝突的數據隱私法，我們必須了解並遵守每個司法管轄區的每項法律和標準，同時確保數據的安全。例如，限制生物識別安全技術使用的擬議法規可能會影響我們安全業務提供的產品和解決方案。政府執法行動可能代價高昂，並會擾亂我們業務的正常運營，違反數據隱私法可能導致罰款、聲譽損害和民事訴訟，其中任何一種都可能對我們的業務、聲譽和財務報表產生不利影響。

我們的一些合同不包含責任限制，即使包含，也不能保證我們合同中的責任限制足以保護我們免受與我們的數據隱私和安全義務相關的責任、損害或索賠。雖然我們維持一般責任保險範圍和錯誤或遺漏保險範圍，但此類保險可能不足以或以其他方式保護我們免受聲稱客戶數據泄露的索賠的責任或損害，此類保險將繼續以可接受的條款或根本提供給我們，或者此類保險將支付未來的索賠。成功對我們提出一項或多項超出我們可用保險範圍的大額索賠，或導致我們的保險單發生變化（包括保費增加或徵收大額免賠額或共同保險要求），可能會對我們的業務產生不利影響。

我們正在將人工智能技術融入我們的產品、服務和流程中。這些技術可能會帶來業務、合規和聲譽風險。

最近人工智能(AI)和機器學習技術的技術進步既給我們帶來了機遇，也給我們帶來了風險。如果我們不能跟上人工智能領域快速發展的技術發展步伐，我們的競爭地位和業務結果可能會受到影響。將這些技術，特別是創新型人工智能引入內部流程和/或新的和現有的產品可能會導致新的或擴大的風險和責任，包括由於加強的政府或監管審查、訴訟、合規問題、道德問題、機密性或安全風險，以及其他可能對我們的業務、聲譽和財務業績產生不利影響的因素。此外，我們的人員可能在我們不知情的情況下，在履行職責時不正當地使用人工智能和機器學習技術。在我們的產品和服務的開發中使用人工智能也可能導致知識產權的損失，並使我們面臨與知識產權侵權或挪用、數據隱私和網絡安全相關的風險。使用人工智能可能會導致意想不到的後果，包括生成看起來正確但實際上不準確、誤導或有其他缺陷的內容，或者導致意外的偏見和歧視性結果，這可能會損害我們的聲譽和業務，並使我們面臨與此類技術輸出中的不準確或錯誤相關的風險。如果我們的競爭對手更有效地利用人工智能來提高內部效率，或者創造我們無法競爭的新的或增強的產品或服務，我們還面臨競爭劣勢的風險。

侵犯我們的知識產權或到期，或指控我們侵犯第三方知識產權，可能會對我們產生負面影響。

我們依靠商標、商業祕密、專利、版權、專有技術、保密條款和許可安排來建立和保護我們的專有權利。我們不能保證我們爲保護我們的知識產權而採取的步驟將足以防止我們的權利受到侵犯，或我們的技術、商業祕密或專有技術被盜用或竊取。例如，在我們開展業務的一些國家，有效的專利、商標、版權和商業祕密保護可能無法獲得或受到限制。雖然我們通常與我們的員工和第三方簽訂保密協議以保護我們的商業祕密、技術訣竅、商業戰略和其他專有信息，但此類保密協議可能會被違反，或者可能無法爲我們與產品設計、製造或運營相關的商業祕密和技術訣竅提供有意義的保護。我們不時會訴諸訴訟來保護我們的知識產權。這樣的訴訟可能是繁重和昂貴的，我們可能不會獲勝。此外，在未經授權使用或披露我們的商業祕密和製造專業知識的情況下，可能無法獲得足夠的補救措施。對於我們投資組合中那些依賴專利保護的產品，一旦專利到期，產品通常是開放競爭的。受專利保護的產品通常比不受專利保護的產品產生的收入要高得多。如果我們不能成功地行使我們的知識產權，我們的競爭地位可能會受到影響，這可能會損害我們的業務、財務狀況、運營結果和現金流。

此外，我們不時受到第三方（包括執業實體和非執業實體）的知識產權侵權索賠。無論此類索賠的優點如何，對侵權索賠的回應可能既昂貴又耗時。訴訟過程受到固有的不確定性的影響，無論我們的立場如何，我們都可能無法在訴訟事務中獲勝。如果原告成功阻止我們產品和服務的貿易，知識產權訴訟或索賠可能會變得極具破壞性，並且可能會對我們的業務、財務狀況、運營業績和現金流產生重大不利影響。

我們的很大一部分收入依賴於全球直接安裝渠道。直接渠道銷售導致的無法維持和增長裝機基礎可能會對我們的業務產生不利影響。

與許多競爭對手不同的是，我們的大部分收入依賴直銷渠道。直接渠道提供消防和安全解決方案以及我們製造的空調設備的安裝。這代表了我們產品的重要分銷渠道，爲我們的消防和安全解決方案以及空調設備創造了龐大的安裝基礎，併爲建築物生命週期內的長期服務、監控、解決方案和改造收入創造了機會。如果我們無法維持或發展這項安裝業務，無論是由於經濟狀況變化、未能預測到不斷變化的客戶需求、未能引入創新或技術先進的解決方案，還是出於任何其他原因，我們的安裝收入可能會下降，這反過來可能會對我們的產品交付以及我們增長服務、監控、解決方案和改造收入的能力產生不利影響。

全球氣候變化和相關法規可能會對我們的業務產生負面影響。

氣候變化的影響給我們的業務帶來了財務和運營風險。例如，氣候變化的影響可能會影響製造所需材料的可用性和成本，加劇我們供應鏈的現有風險，並增加保險和其他運營成本。這些因素可能會影響我們在最容易出現物理氣候風險的地區建造新設施或維護現有設施的決定。我們還可能面臨通過供應鏈傳遞的間接金融風險和中斷，這可能導致我們的產品及其生產所需資源的價格上漲。

公衆對全球氣候變化的認識和關注的增加導致了更多旨在減少溫室氣體排放的法規。這些法規傾向於針對製冷劑的全球變暖潛力(GWP)、設備能源效率和化石燃料的燃燒。我們的許多產品都會消耗能源並使用製冷劑。如果我們不充分準備和更新我們的產品組合，尋求減少溫室氣體排放的法規將對我們的全球產品業務，主要是我們的暖通空調業務構成風險。因此，我們已經並可能在未來被要求增加研究和開發以及其他資本支出，以滿足新的法規和標準。此外，我們的客戶和我們所服務的市場可能會通過監管、基於市場的排放政策或消費者偏好來強制實施排放或其他環境標準，而由於所需的資本投資或技術進步水平，我們可能無法及時滿足這些要求。雖然我們一直致力於不斷改進我們的產品組合，以滿足並超過預期的法規和偏好，但不能保證我們的承諾會成功，我們的產品將被市場接受，不能保證擬議的法規或放鬆法規不會對競爭產生負面影響，也不能保證經濟回報將反映我們的產品開發投資。

仍然缺乏一致的氣候立法，這造成了經濟和監管的不確定性。這種監管不確定性延伸到激勵措施，如果停止，可能會對節能建築的需求產生不利影響，並可能增加合規成本。這些因素可能會影響對我們產品的需求、產品的報廢和我們的運營業績。

未能實現我們的公共可持續發展承諾可能會對我們的聲譽和業務產生負面影響。

截至本文件提交之日，我們已經就我們打算減少的碳排放做出了幾項公開承諾，包括承諾到2040年實現範圍1和範圍2的淨零碳排放，建立基於科學的目標，減少我們運營的範圍1和範圍2的碳排放，以及範圍3，第11類因在客戶的運營中使用已銷售產品而產生的排放。雖然我們打算履行這些承諾，但我們可能需要花費大量資源來做到這一點，這可能會增加我們的運營和資本成本。此外，不能保證我們的任何承諾將在多大程度上實現，也不能保證我們爲促進實現這些目標和目標而進行的任何未來投資將滿足投資者的期望，或任何關於可持續發展業績的具有約束力或非約束性的法律標準。我們可能會根據經濟、監管和社會因素、業務戰略或來自投資者、維權團體或其他利益相關者的壓力，確定優先考慮其他業務、社會、治理或可持續投資，而不是實現我們目前的承諾，這符合我們公司和我們股東的最佳利益。如果我們無法履行這些承諾，我們可能會招致投資者、維權團體和其他利益相關者的負面宣傳和反應，這可能會對現有和潛在客戶以及投資者對我們品牌和產品和服務的看法產生不利影響，進而可能對我們的財務狀況和運營結果產生不利影響。

供應商向我們的製造設施提供原材料、零部件的能力，以及我們在不中斷的情況下製造和提供服務的能力，可能會影響我們的運營業績。

我們的產品在全球生產中使用了各種材料(主要是鋼、銅和鋁)和零部件(包括半導體和其他電子元件)，這些材料來自世界各地的衆多供應商。由於並非我們所有的業務安排都提供有保證的供應，而且一些關鍵部件可能只能從單個供應商或有限的幾家供應商處獲得，因此我們面臨供應和定價風險。我們的業務和我們供應商的業務因各種原因而受到干擾，包括供應商工廠關閉或減速、運輸延誤、停工、勞資關係、勞動力短缺、全球地緣政治不穩定、價格上漲、政府監管和執法行動、對供應商的知識產權索賠、供應商破產等財務問題、信息技術故障以及火災、地震、洪水或其他自然災害等危險。例如，在2022年至2023年期間，由於經濟、政治和其他基本上超出我們控制範圍的因素，我們經歷了以下供應鏈問題：投入材料成本增加和零部件短缺；供應鏈中斷和延誤以及成本通脹。此外，我們的一些分包商已經經歷了供應鏈和勞動力中斷，這已經並可能在未來產生影響我們及時完成項目和轉換積壓工作的能力。這種干擾已經並可能在未來中斷我們的能力製造或獲得某些產品和組件，從而對我們向客戶提供產品和實現預期利潤率的能力產生不利影響。我們可能會在未來再次經歷類似或新的干擾，其影響將取決於我們成功緩解這些干擾的影響的能力。任何此類中斷都可能對我們的業務、財務狀況、運營結果和現金流產生實質性的不利影響。

材料供應短缺和交貨延遲，以及價格上漲等其他因素，也可能導致定價上漲。雖然我們的許多客戶允許根據零部件價格和其他因素的變化對定價進行季度或其他定期調整，但我們可能會承擔任何此類重新定價之間或（如果不允許此類重新定價）在特定客戶合同期限的剩餘時間內發生價格上漲的風險。由於供應鏈中斷，我們無法及時轉化積壓，這使我們面臨定價風險，因爲積壓的產生和將其轉化爲收入之間發生的成本通脹。如果我們無法有效管理價格通脹的影響並及時轉換積壓，我們的運營業績、財務狀況和現金流可能會受到重大不利影響。

由於災難性或地緣政治事件，特別是在我們的監控和/或製造設施，對我們的運營造成重大幹擾，可能會對我們的業務產生重大不利影響。

如果我們的運營，特別是監控設施和/或製造設施的運營，因重大設備故障、自然災害、流行病、氣候變化、網絡安全事件、停電、火災、爆炸、突然的政治變化、武裝衝突、恐怖主義、破壞、惡劣天氣條件、公共衛生危機、勞資糾紛、勞動力短缺或其他原因而中斷，我們可能無法有效地響應警報信號、填寫客戶訂單、轉換積壓訂單、收取收入以及以其他方式滿足客戶的義務或需求，這可能會對我們的財務業績產生不利影響。這些事件還可能導致我們經歷成本增加和生產力降低。爲

例如，我們最近的網絡安全事件導致我們的運營中斷，對我們2024財年初的財務表現產生了不利影響。此外，地區流行病或全球流行病（例如COVID-19）的發生或再次發生可能會對我們的運營、財務狀況和運營業績產生不利影響。

生產中斷可能會增加我們的成本並減少我們的銷售額。生產能力的任何中斷都可能需要我們進行大量資本支出或以更高的成本購買替代材料來滿足客戶訂單，這可能會對我們的盈利能力和財務狀況產生負面影響。我們維持我們認爲足以爲設施和設備重建提供資金的財產損失保險、網絡安全保險以減輕網絡安全事件造成的損失，以及業務中斷保險以減輕因保險損失造成的重大生產中斷或停工造成的損失。然而，我們保單下的任何追回可能無法抵消運營中斷期間可能經歷的銷售損失或成本增加，這可能會對我們的業務、財務狀況、運營業績和現金流產生不利影響。

我們的業務可能會受到停工、工會談判、勞資糾紛和其他與我們勞動力相關的問題的不利影響。

我們在全球擁有約94，000名員工。其中約23%的員工受到集體談判協議或工作委員會的保護。儘管我們相信我們與代表員工的工會和勞資委員會的關係總體良好，並且我們最近沒有經歷過任何重大罷工或停工，但我們不能保證我們未來不會經歷這些和其他類型的衝突與工會、勞資委員會、代表員工的其他團體或我們的員工。或者未來與我們工會的任何談判都不會導致我們勞動力成本的顯着增加。此外，如果無法找到替代供應來源，我們的一家供應商停工可能會對我們的運營產生重大不利影響。我們客戶員工的停工也可能導致對我們產品的需求減少。

與戰略交易相關的風險

我們可能沒有意識到我們持續努力簡化投資組合的好處。

我們不斷評估我們所有業務的業績和戰略契合度，並可能出售業務或產品線。最近，我們一直在對我們的非核心產品線進行戰略評估，導致我們剝離了空氣分配技術業務，並達成了剝離R&LC暖通空調業務的最終協議。此類資產剝離涉及風險，包括業務、服務、產品和人員分離的困難、管理層將注意力從其他業務上轉移、業務中斷、關鍵員工的潛在損失以及與剝離業務相關的不確定環境或其他或有負債的保留。我們還可能遇到客戶、競爭對手、供應商和員工對資產剝離的不利反應，使維持業務和運營關係變得更加困難。一些資產剝離，包括剝離我們的R&LC暖通空調業務，正在或可能會稀釋收益，我們可能無法成功執行重組和其他行動，以最大限度地減少或抵消稀釋。我們也可能無法在預期的時間框架內成功完成資產剝離、實現資產剝離的戰略目標或無法實現這些目標，包括我們將我們的投資組合簡化爲商業建築綜合解決方案的純粹提供商的目標。關於R&LC暖通空調業務的剝離，無法保證是否以及何時滿足或免除關閉條件，以及剝離的戰略利益和預期的財務影響是否會實現。此外，資產剝離可能導致重大資產減值費用，包括與商譽和其他無形資產相關的費用，這可能對我們的財務狀況和經營業績產生重大不利影響。如果我們無法成功剝離一項業務或產品線，我們可能會被迫關閉該業務或產品線，這可能會對我們的運營業績和財務狀況產生實質性的不利影響。我們不能保證我們能否成功管理我們在剝離業務或產品線時遇到的這些或任何其他重大風險，我們進行的任何剝離都可能對我們的業務、財務狀況、運營結果和現金流產生重大和不利影響，還可能導致管理層注意力轉移、運營困難和虧損。

我們可能無法成功執行或有效整合收購或合資企業。

我們預計業務和資產收購以及合資企業（或其他戰略安排）將在我們未來的增長以及我們建立產品和服務能力的能力中發揮作用。我們無法確定我們是否能夠確定有吸引力的收購或合資企業目標、以令人滿意的條款獲得收購融資、成功收購已確定的目標或組建合資企業，或通過資本義務管理收購的時機

商家收購機會的競爭可能會加劇，從而增加我們的收購成本或導致我們避免進一步收購。

收購和投資可能涉及大量現金支出、債務支出、股權發行、運營虧損和支出，並可能稀釋收益。收購涉及衆多其他風險，包括：管理層將注意力轉移到整合事項上；整合運營和系統的困難；在遵守標準、控制、程序和會計以及其他政策、業務文化和薪酬結構方面的挑戰；吸收員工和吸引和留住關鍵人員方面的困難；成功整合和運營與我們目前核心業務不同特點的業務方面的挑戰；留住現有客戶和獲得新客戶的挑戰；在實現預期的成本節約、協同效應、商機和增長前景方面的困難；或有負債(包括或有稅務負債和收益負債)大於預期；以及與被收購公司相關的潛在未知負債、不利後果和意外增加的費用。過去收購所錄得的商譽及無形資產相當可觀，未來收購亦可能錄得重大商譽及無形資產，而該等資產的減值可能會對我們的財務狀況及經營業績造成重大不利影響。

其中許多因素都超出了我們的控制範圍，其中任何一個都可能導致成本增加、預期收入減少以及管理時間和精力的轉移，這可能會對我們的業務、財務狀況和運營業績產生重大不利影響。

與合資企業投資相關的風險可能會對我們的業務和財務業績產生不利影響。

我們已經成立了幾家合資企業，今後還可能成立更多的合資企業。我們的合資夥伴可能在任何時候擁有與我們的目標或合資企業的目標不一致的經濟、商業或法律利益或目標。此外，我們可能會在某些市場與我們的合資夥伴競爭。與業務夥伴的分歧可能會阻礙我們實現合作伙伴利益最大化的能力。除其他事項外，我們的合資安排可能要求我們支付某些費用或進行某些資本投資，或尋求我們的合資夥伴同意採取某些行動。我們的合資夥伴可能無法或不願意履行執行文件規定的經濟或其他義務，我們可能被要求單獨履行這些義務，以確保合資企業的持續成功，或解散和清算合資企業。此外，我們合資企業的財務表現已經並在未來可能導致公司不得不記錄我們投資的損失或減值。這些風險可能會對我們的業務和財務業績造成實質性的不利影響。

與宏觀經濟和政治狀況相關的風險

我們經營的一些行業是週期性的，因此，對我們產品和服務的需求可能會受到這些行業衰退的不利影響。

對我們的產品、服務和解決方案的大部分需求是由商業、機構、工業、數據中心、政府和住宅建築、工業設施擴建、翻新活動、維護項目和對我們所服務行業內建築物的其他資本投資。建築和其他資本投資項目在很大程度上依賴於總體經濟狀況、對房地產的本地化需求和信貸供應。、公共資金或其他資金來源。我們服務的一些房地產市場容易出現供需大幅波動。此外，大多數房地產開發商嚴重依賴項目融資，以啓動和完成項目。房地產價值的下降和現行利率的上升可能導致項目融資的需求和可獲得性大幅減少，即使在需求本來可能足以支持新建築的市場也是如此。這些因素反過來可能會降低對新建築產品和解決方案的需求，並對我們的財務狀況、經營業績和現金流產生相應的影響。

用於設施擴建和維護的工業資本支出水平取決於總體經濟狀況、我們所服務的特定行業的經濟狀況、對未來市場行爲的預期以及可用的融資。我們許多工業客戶的業務在不同程度上是週期性的，並經歷了週期性的衰退。在這樣的經濟低迷時期，這些行業的客戶往往會推遲主要的資本項目，包括綠地建設、維護項目和升級。此外，對我們產品和服務的需求可能受到能源、零部件和大宗商品價格波動、商品和零部件供應以及需求預測波動的影響，因爲我們的客戶在資本規劃方面可能更加保守，這可能會減少對我們產品和服務的需求，因爲項目被推遲或取消。當前利率的上升或金融市場和銀行系統的中斷可能會使我們的客戶難以進入信貸和資本市場，並可能顯著提高我們客戶的新債務成本。進入這些市場的任何困難以及增加的相關成本都可能產生

即使在終端市場條件有利的時期，也會對大型資本項目的投資產生負面影響，包括必要的維護和升級。

由於收入來源受到不利或停滯的經濟狀況（包括利率持續上升）的負面影響，我們的許多工業和商業部門內外的客戶，包括政府和機構客戶，都經歷了預算限制。這些預算限制在過去並可能在未來減少政府和機構客戶對我們產品和服務的需求。

對我們產品和服務的需求減少可能會導致現有訂單的延遲或取消或導致產能過剩，從而對我們吸收固定成本產生不利影響。需求的減少也可能削弱我們所服務行業的平均售價。任何這些結果都可能對我們的業務、財務狀況、經營業績和現金流產生重大不利影響。

與我們非美國業務相關的風險可能會對我們的業務、財務狀況和運營業績產生不利影響。

我們在美國以外的許多國家/地區擁有大量業務，其中一些位於新興市場。我們業務所在的世界任何地區（例如亞洲、南美洲、中東、歐洲和新興市場）的長期經濟和地緣政治不確定性可能會導致市場混亂，並對我們業務的現金流產生負面影響，以滿足我們的資本需求和債務償還要求。2024財年，我們的運營業績受到中國經濟狀況持續疲軟的影響，對建築解決方案亞太分部的業績產生了負面影響。中國或其他地區的經濟持續疲軟可能會對我們在這些地區的財務表現以及我們的綜合財務表現產生不利影響。

此外，由於我們的全球業務，我們的收入和費用的很大一部分以美元以外的貨幣計價。因此，我們面臨非美國貨幣風險和非美國外匯風險。雖然我們採用金融工具來對沖一些交易性外匯風險，但這些活動並不能使我們完全免受這些風險的影響。匯率可能波動不定，外幣兌美元大幅貶值可能會降低我們在美國以外不同地區的利潤率，並對不同時期業績的可比性產生不利影響。2022年至2024年間，由於美元兌外幣大幅走強，我們的收入和利潤有所減少。美元持續走強可能會繼續對我們在非美國司法管轄區的收入和利潤產生不利影響。

我們的非美國業務還存在其他固有風險，包括社會經濟狀況、法律和法規（包括反壟斷、勞工和環境法以及貨幣和財政政策）發生變化的可能性;在外國司法管轄區執行權利、收取收入和保護資產的能力;可能禁止收購或合資企業或影響貿易量的保護主義措施;政治狀況不穩定或不穩定;國際衝突;政府強制工廠或其他運營關閉;外國勞工組織與我們的重組行動有關的強烈反對;腐敗;自然和人爲災難、危險和損失;暴力、內亂和勞工騷亂以及可能的恐怖襲擊。這些和其他因素可能會對我們的業務和經營業績產生重大不利影響。

美國或對外貿易政策的變化以及我們無法控制的其他因素可能會對我們的業務和經營業績產生不利影響。

地緣政治緊張局勢和貿易爭端可能會擾亂供應鏈，增加我們產品的成本。這可能會導致我們的產品對客戶來說更加昂貴，這可能會降低對此類產品的需求或吸引力。此外，在我們開展業務的地區發生地緣政治衝突，可能會破壞我們在該地區開展商業運營的能力。各國還可以採取限制性貿易措施，例如關稅、有關投資的法律法規和對外資企業所有權的限制、稅收、外匯管制、資本管制、就業法規和收入匯回以及對貨物、技術或數據的進出口的管制，任何這些措施都可能對我們的運營和供應鏈產生不利影響，並限制我們按預期提供產品和服務的能力。管理對外貿易條件的法律或政策的變化，特別是增加對來自我們製造產品的國家或我們進口產品或原材料的國家(直接或通過我們的供應商)的進口產品的貿易限制、關稅或稅收，可能會對我們的競爭地位、業務運營和財務業績產生影響。例如，美國、中國和其他國家繼續實施限制性貿易行動，包括關稅、出口管制、制裁、有利於國內投資的立法，以及其他影響我們所在司法管轄區的貨物進出口、外國投資和外國業務的行動。這些限制可能會在很少或沒有事先通知的情況下通過，我們可能無法有效地減輕這些措施的不利影響。政治不確定性

圍繞貿易或其他國際爭端也可能對客戶的信心和花錢意願產生負面影響，這可能會損害我們未來的增長。任何這些事件都可能增加我們產品的成本，擾亂我們的供應鏈，並損害我們在開展業務的國家/地區有效運營和競爭的能力。

經濟、政治、信貸和資本市場狀況可能會對我們的財務業績、我們發展或維持業務的能力以及我們進入資本市場的能力產生不利影響。

我們在世界各地的不同地理區域和產品市場進行競爭。全球經濟和政治環境影響着我們的每一項主要業務以及我們客戶和供應商的業務。衰退、經濟衰退、價格不穩定、通脹、經濟增長放緩以及我們競爭的行業和/或市場的社會和政治不穩定可能會對我們未來的收入和財務表現產生負面影響，導致未來的重組費用，並對我們增長或維持業務的能力產生不利影響。例如，利率上升、全球供應鏈中斷、通貨膨脹、俄羅斯和烏克蘭以及以色列和哈馬斯之間持續的衝突、地緣政治緊張局勢和美元走強導致的最近和持續的宏觀經濟和政治不穩定，已經並可能繼續對我們的業務結果產生不利影響。持續不斷的衝突、全球地緣政治緊張局勢的進一步升級及其對我們的業務和業務成果以及全球經濟的影響，所產生的其他後果是無法預測的。這可能包括經濟制裁、禁運、地區不穩定、地緣政治變化、當前衝突的擴大、能源不穩定、政府的報復行動、供應鏈中斷、對當地市場的破壞、針對我們、我們的第三方服務提供商和客戶的網絡安全攻擊增加、民族國家之間的網絡衝突或其他政治動機行爲者針對關鍵技術基礎設施的附帶後果。以及我們開展業務的國家之間的緊張局勢加劇。我們未能對這些和其他政治和經濟狀況做出充分反應，可能會對我們的經營業績、財務狀況或流動性產生實質性的不利影響。

資本和信貸市場爲我們提供了超出運營現金流提供的流動性的流動性來運營和發展業務。全球經濟衰退和/或信貸市場的中斷可能會減少我們獲得運營和執行戰略計劃所需的資本的機會。此外，由於全球利率上升，我們已經經歷了並可能繼續經歷資本成本增加的情況。如果我們的資金來源受到嚴重限制，或者資金成本因利率上升、信用評級下降、當前行業狀況、資本市場波動或其他因素而大幅增加;那麼我們的財務狀況、經營業績和現金流可能會受到不利影響。

大宗商品價格的波動可能會對我們的經營業績產生不利影響。

大宗商品成本的增加可能會對積壓訂單的盈利能力產生負面影響，因爲此類訂單的價格通常是固定的；因此，在短期內，我們針對某些大宗商品價格變化進行調整的能力是有限的。在這些情況下，如果我們不能通過對新訂單客戶的價格上漲來彌補商品成本的增長，那麼這種增長將對我們的運營結果產生不利影響。在大宗商品價格風險無法通過基於供應的固定價格合約自然抵消或對沖的情況下，我們使用大宗商品對沖合約來將與我們預期的大宗商品購買相關的總體價格風險降至最低。在大宗商品價格下跌期間，我們的對沖計劃不受歡迎，可能會導致利潤率下降，因爲我們降低了價格，以在固定的大宗商品成本水平上與市場保持一致。此外，如果我們沒有或無法對沖某些商品，而商品價格大幅上漲，則此類漲幅將對我們的運營業績產生不利影響。

在2022年和2023財年，由於全球宏觀經濟趨勢（包括全球價格通脹、供應鏈中斷和國際衝突），我們有時會經歷大宗商品成本上升的情況。我們未來可能會經歷進一步的成本波動，可能會對我們的運營業績產生負面影響，以至於我們無法成功減輕和抵消成本增加的影響。

與政府監管有關的風險

我們的業務在受監管的行業中運營，並受到各種複雜且不斷變化的法律和法規的約束。

我們的運營和員工須遵守美國各種聯邦、州和地方許可法律、準則和標準以及類似的外國法律、準則、標準和法規。法律或法規的變化可能要求我們改變運營方式或利用資源來維持合規性，這可能會增加成本或以其他方式擾亂運營。此外，未遵守任何適用法律或法規可能會導致巨額罰款或吊銷我們的運營許可證和執照。競爭或其他監管調查可能會持續數年，辯護成本高昂，並且可能導致

巨額罰款。如果法律法規發生變化，或者我們或我們的產品未能遵守規定，我們的業務、財務狀況和運營業績可能會受到不利影響。

由於我們業務的國際範圍，我們所遵守的法律法規體系很複雜，包括美國海關和邊境保護局、美國商務部工業和安全局、美國財政部外國資產管制辦公室和各種非美國政府機構發佈的法規，包括適用的出口管制、反壟斷、海關、貨幣兌換管制和轉讓定價法規、規範外國資產所有權的法律以及規範我們產品中可能含有的某些材料的法律。無法保證我們將繼續被發現遵守任何此類法律或法規運營或能夠發現違反任何此類法律或法規的行爲。

我們還受到影響我們有效稅率的複雜稅法和稅收條約網絡的約束。有關稅務監管相關風險的更多信息，請參閱下文「與稅務事項相關的風險」。

我們無法預測我們的業務可能遵守的未來監管要求的性質、範圍或影響，也無法預測現有法律的管理或解釋方式。

我們遵守與環境和安全法規以及環境補救事宜相關的要求，這可能會對我們的業務、運營業績和聲譽產生不利影響。

我們遵守衆多聯邦、州和地方環境法律和法規，除其他外，這些法律和法規涉及固體和危險廢物的儲存、處理和處置以及危險材料釋放的補救。與遵守這些環境法律和法規相關的巨額資本、運營和其他成本。未來環境法律和法規可能會變得更加嚴格，這可能會增加合規成本、減少對我們產品的需求、造成聲譽損害或要求我們使用替代技術和材料製造。例如，我們的泰科消防產品業務於2024財年停止生產和銷售含氟消防泡沫，包括含水成膜泡沫（「AFFF」）和相關產品，並已過渡到非含氟泡沫替代品。

聯邦、州和地方當局還管理各種事項，包括但不限於，管理僱員傷害的健康、安全法律，以及除上述環境事項外的許可要求。如果我們不能充分遵守適用的健康和安全法規併爲員工提供安全的工作環境，我們可能會受到訴訟和監管行動的影響，此外還會對我們吸引和留住有才華的員工的能力產生負面影響。新的法律和法規可能要求我們對我們的運營進行實質性的改變，導致生產成本的顯著增加。此外，違反環境、健康和安全法律的行爲將受到民事制裁，在某些情況下還會受到刑事制裁。由於這些不確定性，我們可能會導致意外的運營中斷、罰款、罰款或其他收入減少，這可能會對我們的業務、財務狀況和運營結果產生不利影響。

我們可能會因違反美國《反海外腐敗法》、英國《反海外腐敗法》而受到不利影響《賄賂法》和世界各地類似的反賄賂法。

美國《反海外腐敗法》(《反海外腐敗法》)，英國《反賄賂法》和其他司法管轄區的類似反賄賂法律一般禁止公司及其中間人爲獲得或保留業務的目的向政府官員或其他人支付不正當款項，並要求公司保存準確的賬簿和記錄。我們的政策要求遵守這些法律。我們在世界上許多地區開展業務，這些地區被認爲存在政府和商業腐敗，以及可能與反賄賂法律不符的當地習俗和做法。我們不能保證我們的內部控制政策和程序將阻止我們的員工或第三方中間人的魯莽或犯罪行爲。如果我們認爲或有理由相信我們的員工或代理人已經或可能違反了適用的反腐敗法律，或者如果我們受到任何此類違規行爲的指控，我們已經並將調查這些指控，並在必要時不時聘請外部律師調查相關事實和情況，這可能是昂貴的，需要高級管理層大量的時間和注意力。違反這些法律可能會導致刑事或民事制裁，這可能會擾亂我們的業務，並對我們的聲譽、業務、財務狀況、運營結果和現金流造成重大不利影響。此外，我們可能會受到商業影響，例如由於此類合規問題而拒絕與我們做生意的客戶造成的收入損失，這也可能對我們的聲譽、業務、財務狀況、運營結果和現金流產生重大不利影響。

我們面臨適用於與美國政府開展業務的公司的法規所產生的風險。

我們的客戶包括許多美國聯邦、州和地方政府機構。與美國聯邦、州和地方政府做生意使我們面臨某些特定的風險，包括對政府支出水平的依賴，以及政府採購和安全法規的遵守和變化。與向政府實體出售產品有關的協議可在政府方便時終止、減少或修改，或因未能履行適用合同而終止、減少或修改。我們可能會受到政府對商業行爲以及對政府採購和安全法規遵守情況的調查，這可能是昂貴和繁重的。如果我們因調查而被指控存在不當行爲，我們可能會被暫停競標或獲得新的政府合同，這可能會對我們的運營結果產生實質性的不利影響。此外，過去曾提出過各種美國聯邦和州立法提案，這些提案將拒絕將公司所在地轉移到海外的美國公司獲得政府合同。我們無法預測任何這類擬議立法可能成爲法律的可能性或最終形式、未來任何立法成文法則可能頒佈的法規的性質，或這些成文法則和加強的監管審查可能對我們的業務產生的影響。

與訴訟相關的風險

環境污染的潛在責任可能會導致巨額成本。

我們在多個現有和以前的製造和測試設施正在進行項目，以調查和補救我們或以前擁有或使用這些物業的其他企業過去的運營造成的環境污染，包括我們位於威斯康星州馬裏內特的消防技術中心和斯坦頓街製造設施。這些項目涉及各種活動，包括砷、溶劑、油、金屬、鉛、全氟辛烷磺酸、全氟辛烷磺酸和/或其他全氟和多氟物質(「全氟化鋁」)和其他有害物質污染的清理；以及建築物的淨化和拆除，包括石棉消減。美國和國際上的政府越來越多地對全氟辛烷磺酸進行監管，全氟辛烷磺酸包含在該公司的某些傳統消防泡沫產品中。這些規定包括降低排放標準和對某些化合物的存在設定限制。由於與我們可能負有責任的地點的環境監管和環境補救活動相關的不確定性，我們未來可能產生的補救已確定地點和解決未決訴訟的費用可能大大高於我們綜合財務狀況報表的當前應計負債，這可能對我們的業務、運營結果和現金流產生重大不利影響。

此外，我們與其他人一起在一系列集體訴訟和其他訴訟中被點名，這些訴訟涉及美國國防部、美國軍方和其他機構使用消防泡沫產品用於滅火目的和相關訓練演習。很難預測這些事項所代表的結果或最終財務風險。此類說法也可能對我們的聲譽產生負面影響。有關這些事項的更多信息，請參閱合併財務報表附註21「承諾和或有事項」。

我們是石棉相關產品訴訟的一方，該訴訟可能會對我們的財務狀況、運營業績和現金流產生不利影響。

我們和我們的某些子公司，以及許多其他第三方，被列爲因涉嫌接觸含石棉材料而提起的人身傷害訴訟的被告。這些案件通常涉及產品責任索賠，主要基於製造、銷售或分銷含有石棉或與含石棉部件一起使用的工業產品的指控。我們無法肯定地預測我們在未來以令人滿意的條件提起訴訟或以其他方式解決訴訟的成功程度，我們繼續評估與對我們提出的石棉索賠有關的不同戰略，包括實體重組和司法救濟。不利的裁決、判決或和解條款可能會對我們的業務和財務狀況、運營結果和現金流產生實質性的不利影響。關於這些事項的更多信息，見合併財務報表附註21「承付款和或有事項」。

我們是或可能是其中一方的法律訴訟可能會對我們產生不利影響。

我們目前以及未來可能會受到法律訴訟以及商業或合同糾紛的影響。這些索賠通常是正常業務過程中出現的索賠，包括但不限於與我們的供應商或客戶的商業或合同糾紛、知識產權問題、第三方責任（包括產品責任索賠）和僱傭索賠。此外，在消防和安全業務中，我們可能面臨比其他業務固有的更大的員工行爲或不作爲或系統故障責任風險。特別是，由於我們的許多消防和安全產品和服務旨在保護生命以及不動產和個人財產，因此我們可能會面臨更大的風險

訴訟風險高於其他企業。我們提供的服務的性質使我們面臨可能因員工行爲或不行爲或系統故障而承擔責任的風險。因此，此類員工行爲或不作爲或系統故障可能會對我們的業務、財務狀況、運營業績和現金流產生重大不利影響。

與稅務相關的風險

未來稅法的潛在變化可能會對我們和我們的附屬公司產生不利影響。

美國和我們運營的其他司法管轄區可能會採取立法和監管行動，如果最終頒佈，可能會導致我們的有效稅率提高。例如，如果美國或其他司法管轄區推翻我們所依賴的稅收條約，或擴大我們被視爲美國居民的情況，則每一項都可能對我們的有效稅率產生重大不利影響。我們無法預測任何具體立法或監管提案的結果，此類變化可能具有前瞻性或追溯性。然而，如果頒佈的提案實際上無視我們在愛爾蘭的註冊或限制江森自控國際有限公司作爲愛爾蘭公司利用與美國的稅務條約的能力，我們可能會面臨稅收增加、潛在的巨額費用和/或其他不利的稅收後果。

2021年10月，經濟合作與發展組織(經合組織)/二十國集團關於稅基侵蝕和利潤轉移的包容性框架(包容性框架)發表了一份聲明，更新並敲定了全球稅制改革雙支柱計劃的關鍵組成部分，該計劃現已得到經合組織大多數成員國的同意。支柱一允許各國將全球年收入超過200億歐元億、利潤率超過10%的跨國企業剩餘利潤的一部分重新分配給其他市場司法管轄區。第一支柱的通過及其可能的生效日期仍不確定。第二支柱要求全球年收入超過75000歐元萬的跨國公司繳納15%的全球最低稅率。自那以後，經合組織發佈了行政指導，提供了圍繞實施第二支柱全球最低稅收的過渡和避風港規則。包括愛爾蘭在內的一些國家已經頒佈了立法，以實施第二支柱的核心要素，該支柱將從2025財年開始對公司生效。我們正在繼續評估第二支柱對未來時期的影響，包括立法更新和更多國家的採用，這可能導致我們的實際稅率提高。

美國稅法未來的潛在變化可能會導致我們在美國聯邦稅務方面被視爲美國公司，而國稅局（「IRS」）可能不同意我們在美國聯邦稅務方面被視爲非美國公司。

由於江森自控國際公司是根據愛爾蘭法律組建的，根據一般規則，該公司通常被歸類爲外國公司，即公司被視爲在其組織或公司的管轄區內納稅的居民，以便繳納美國聯邦所得稅。然而，《法典》第7874節(「第7874節」)規定了這一一般規則的例外情況，根據該規則，非美國註冊實體在某些情況下可以被視爲美國公司，以達到美國聯邦稅收的目的。美國國稅局可能會聲稱，由於合併，江森自控國際公司應被視爲美國公司(因此，美國稅務居民)，根據美國國稅法第7874條，應將其視爲美國聯邦所得稅目的。美國國稅局還可能聲稱，根據第7874條，我們的美國附屬公司利用美國稅收屬性(如淨營業虧損和某些稅收抵免)抵消某些交易產生的美國應稅收入的能力可能受到限制。這些規則的適用可能會導致美國的額外納稅義務大幅增加。此外，對這一領域的美國稅法進行追溯修改可能會改變江森自控國際公司的稅收分類。如果出於聯邦稅收的目的，它被視爲美國公司，我們在美國的納稅義務可能比目前預計的非美國公司要大得多。

根據合併的條款，我們目前預計第7874條因合併而不適用於我們或我們的附屬公司。然而，確定第7874條的適用性很複雜，並且受到事實和法律不確定性的影響。因此，無法保證國稅局會同意江森自控國際有限公司不應被視爲美國聯邦稅務目的的美國公司的立場，或者第7874條不適用。

美國示範所得稅條約的變化可能會對我們產生不利影響。

2016年2月17日，美國財政部發布了修訂後的美國所得稅示範公約（「新模式」），這是美國財政部用於談判稅收條約的基線文本。如果我們開展業務的主要司法管轄區採用對示範條約的任何或所有修改，除其他外，它們可能會導致雙重徵稅、增加審計風險並大幅增加我們的全球納稅責任。我們無法預測對示範條約的任何具體修改的結果，也無法保證任何此類修改不會適用於我們。

負面或意外的稅務後果可能會對我們的運營業績產生不利影響。

我們在多個司法管轄區的業務的基本盈利能力和財務前景的不利變化可能會導致我們財務狀況表中的遞延所得稅資產和其他稅收準備金的估值撥備發生額外變化，並且某些業務的未來出售可能會導致外部基礎差異的逆轉，這可能會對我們的經營業績和現金流產生不利影響。此外，美國稅法的變化，愛爾蘭或我們有重大業務的其他國家/地區可能會對我們綜合財務狀況表中的遞延稅資產和負債以及綜合收益表中的所得稅撥備產生重大影響。

我們還接受政府當局的稅務審計。一項或多項此類稅務審計產生的負面意外結果可能會對我們的運營業績產生不利影響。

與我們成立司法管轄權相關的風險

愛爾蘭法律與美國現行法律不同，對我們證券持有人的保護可能較少。

根據美國聯邦或州證券法的民事責任條款，可能無法在愛爾蘭執行在美國獲得的針對我們的法院判決。此外，愛爾蘭法院是否會承認或執行美國法院根據美國聯邦或州證券法的民事責任條款針對我們或我們的董事或高級人員做出的判決，或者根據這些法律審理針對我們或這些人的訴訟，存在一些不確定性。我們獲悉，美國目前沒有與愛爾蘭簽訂條約，規定相互承認和執行民事和商事判決。因此，美國任何聯邦或州法院基於民事責任對付款做出的最終判決，無論是否僅基於美國聯邦或州證券法，都不會在愛爾蘭自動執行。

作爲一家愛爾蘭公司，江森自控受《愛爾蘭公司法》管轄，該法案在某些重大方面與通常適用於美國公司和股東的法律存在差異，其中包括與相關董事和高管交易以及股東訴訟有關的差異。同樣，愛爾蘭公司的董事和高級管理人員的職責通常僅對公司承擔。愛爾蘭公司的股東通常沒有對公司董事或高級職員提起訴訟的個人權利，並且僅在有限的情況下才可以代表公司行使此類訴訟權利。因此，江森自控國際有限公司證券的持有人可能比在美國司法管轄區註冊成立的公司證券的持有人更難保護自己的利益

江森自控普通股的轉讓可能需要繳納愛爾蘭印花稅。

對於江森自控普通股的大部分轉讓，愛爾蘭不徵收印花稅。然而，某些股份轉讓需要繳納愛爾蘭印花稅。將Johnson Controls普通股從實益持有股份的賣方(即通過存託信託公司(「DTC」))轉讓給實益持有所收購股份的買方，無需繳納愛爾蘭印花稅(除非轉讓涉及作爲轉讓股份的記錄持有人的代名人的變更)。由直接(即不通過DTC)持有股份的賣方將普通股轉讓給任何買方，或由以實益方式持有股份的賣方將普通股轉讓給直接持有收購股份的買方，買方可能需要繳納愛爾蘭印花稅(目前爲支付價格或收購股份市值的1%，如果較高)。直接持有股票的股東可以將這些股票轉移到他或她自己的經紀帳戶中，通過DTC持有，而不需要繳納愛爾蘭印花稅，前提是股東已向江森自控轉讓代理確認，股票的最終實益所有權沒有因轉讓而改變，而且在轉讓時，還沒有關於出售股票的協議。

我們目前打算支付或促使我們的一家附屬公司支付與持有股份的賣方在正常交易過程中直接向受益持有所收購股份的買方進行的股份轉讓有關的印花稅。在其他情況下，江森自控可以全權酌情支付或促使其一家附屬公司支付任何印花稅。江森自控備忘錄和公司章程規定，在支付任何此類付款的情況下，江森自控（i）可以向買家尋求償還，（ii）可以對該買家收購的江森自控普通股以及就該等股份支付的任何股息擁有保留權，並且（iii）可以抵消該等股份未來股息的印花稅金額。股份轉讓各方可以假設因江森自控普通股交易而產生的任何印花稅已支付，除非江森自控另有通知其中一方或雙方。

我們支付的股息可能需要繳納愛爾蘭股息預扣稅。

在某些情況下，作爲愛爾蘭納稅居民公司，我們將被要求從支付給股東的股息中扣除愛爾蘭股息預扣稅（目前稅率爲25%）。美國居民的股東，只要股東提供了某些愛爾蘭股息預扣稅表格，歐盟國家（愛爾蘭除外）或愛爾蘭已與之簽署稅務條約的其他國家（無論該條約是否已批准）一般不應繳納愛爾蘭預扣稅。然而，一些股東可能會繳納預扣稅，這可能會對我們普通股的價格產生不利影響。

投資者收到的股息可能需要繳納愛爾蘭所得稅。

就江森自控普通股支付的股息通常不繳納愛爾蘭所得稅，如果這些股息的受益所有者免徵股息預扣稅，除非股息的受益所有者與愛爾蘭有除其在江森自控的股份之外的某種聯繫。

收取須繳納愛爾蘭股息預扣稅的股息的江森自控股東通常無需就股息繳納愛爾蘭所得稅，除非股息的受益所有者與愛爾蘭有某種聯繫，而其在江森自控的股份除外。

一般風險因素

第三方潛在的破產或財務困境可能會對我們的業務和運營業績產生不利影響。

我們面臨着各種安排的第三方欠我們資金或商品和服務，或從我們購買商品和服務，將無法履行其義務或繼續下訂單的風險，因爲破產或財務困境。如果第三方未能履行與我們的安排下的義務，我們可能被迫以當前或高於市場價格或其他對我們不利的條款取代基礎承諾。在此類情況下，我們可能會遭受損失，或者我們的運營業績、財務狀況或流動性可能會受到不利影響。

與我們的固定福利退休計劃相關的風險可能會對我們的運營業績和現金流產生不利影響。

固定收益計劃資產的實際投資回報、貼現率、死亡率假設和其他因素的重大變化可能會對我們的運營結果和我們未來必須爲我們的固定收益計劃做出的供款金額產生不利影響。由於我們每年以市價計價我們的固定收益計劃資產和負債，因此在每個會計年度的第四季度或發生重新計量事件時，可能會記錄大量非現金收益或虧損。在美國，公認的會計原則要求我們使用精算估值來計算計劃的收入或費用。這些估值反映了對金融市場和利率的假設，這些假設可能會根據經濟狀況而變化。我們的固定收益計劃的資金需求取決於其他因素，包括利率、基礎資產回報以及與固定收益資金義務相關的立法或法規變化的影響。

各種其他因素可能會對我們業務的運營業績產生不利影響。

以下任何情況可能會對我們業務的運營結果產生重大不利影響：損失、變更或未能按照與主要客戶的保證績效合同履行;我們積壓的項目取消或嚴重延遲;新產品開發中的延誤或困難;我們有能力認識到重組行動的預期好處，下調我們的債務評級，大幅增加我們的債務水平，我們無法向市場傳遞的產品和服務;能源成本或政府法規的變化將降低客戶更新或改進其建築控制系統的動力;以及影響我們向客戶提供產品和服務的能力的自然或人爲災難或損失。

項目1B 未解決的員工意見

該公司沒有SEC工作人員對其定期或當前報告提出未解決的書面評論。

項目1C 網絡安全

網絡安全戰略和風險管理

該公司面臨着各種各樣的網絡安全威脅，從未經授權訪問信息技術（「IT」）系統的個人企圖到針對公司、其產品、客戶、供應鏈和/或其第三方服務提供商（包括雲提供商）的複雜且有針對性的措施。這些威脅和事件來自全球許多來源。

公司的網絡安全政策、標準和程序適用於所有用戶，在公司員工隊伍中提高威脅意識以及信息安全和網絡安全的重要性。政策和標準是使用公認標準的元素創建的，例如適用於整個企業的ISO 27001和NISt網絡安全框架以及適用於自動化和控制系統產品的ISA/IEC 62443。該公司在整個運營中實施了網絡安全政策，包括設計網絡安全並將其納入其產品和服務的開發過程中。作爲公司整體風險評估流程的一部分，公司的企業風險管理（「ERM」）流程將網絡安全威脅風險以及其他重大風險考慮在內。

公司利用多渠道宣傳網絡安全話題，提供有針對性的初始爲所有用戶提供複習培訓，並開展年度強制性全球信息安全培訓活動，並獲得認證（翻譯成20種語言），並持續開展宣傳活動。這些元素旨在維護有風險意識的文化。

公司維護一個24 x 7運營中心，監控公司的IT環境，並協調警報的調查和修復。隨着網絡安全事件發生，網絡安全團隊的重點是應對和遏制威脅並最大限度地減少影響。如果發生事件，網絡安全團隊將評估供應鏈和製造中斷、數據和個人信息丟失、業務運營中斷、預計成本和可能造成的聲譽損害等因素，並酌情由技術、法律和執法支持人員參與。

該公司的漏洞管理計劃以指定頻率對特定資產類型進行評估以進行驗證針對已知威脅的系統健康狀況。公司利用多種工具，這些工具定期更新新工具威脅簽名，以持續響應作爲其威脅檢測能力的一部分而識別的不斷變化的威脅。公司也維護網絡安全保險單。

該公司與第三方合作對其技術環境進行安全評估，以執行滲透測試和成熟度評估，並提供支持威脅分析以及事件檢測和響應的服務。

Cybersecurity considerations affect the selection and oversight of the Company’s third-party product and service providers. The Company performs due diligence on third parties that have access to its critical systems and data and whose products and services are integrated into the Company’s products. Contractual undertakings and oversight are put in place, based on the results of the risk assessment to manage and reduce the cybersecurity risk associated with such third-party providers. Such undertakings may include requirements to comply with administrative, technical and physical safeguards to provide notification of cyber incidents involving the Company’s systems or data and agreements to be subject to cybersecurity audits, which the Company conducts as appropriate. The Company requires compliance with appropriate certifications (e.g., SOC 2, ISO 27001, etc.) depending on the offering, region of use, and other factors.

During the weekend of September 23, 2023, the Company experienced a cybersecurity incident impacting its internal IT infrastructure and applications. The incident caused disruptions and limitation of access to portions of the Company's business applications supporting aspects of the Company's operations and corporate functions. The impact of the incident included lost and deferred revenues, primarily attributable to order processing and logistics disruptions and delays, and expenses associated with the response to, and remediation of, the incident. Further, the cybersecurity incident caused disruptions to certain of the Company’s billing systems, which negatively impacted cash provided from continuing operations primarily during the first quarter of fiscal 2024. The overall impact of the cybersecurity incident did not have a material impact on net income, net of insurance recoveries, or cash flows from operations for the full year fiscal 2024.

Cybersecurity Governance

The Company’s Board of Directors (the "Board”) has oversight of the management of the most significant risks facing the Company, including cybersecurity. The Board receives information technology and cybersecurity updates from senior management, including the Chief Information Officer, Chief Information Security Officer (“CISO”) and Chief Technology Officer, several times per year. These updates cover the cybersecurity risks facing the Company’s enterprise information

technology environment, as well as the Company’s digital products and services. Regular oversight of cybersecurity matters is further delegated by the Board to the Governance and Sustainability Committee. The Governance and Sustainability Committee provides a deeper level of oversight through quarterly engagements with senior management, including the Chief Information Officer and CISO, to review the Company’s cybersecurity program, including the highest risk areas and key mitigation strategies.

The Company maintains a Cybersecurity Steering Committee ("CSC") designed to ensure effective governance of risks associated with the Company’s use of information and technology assets and demonstrate effective governance of cybersecurity risk. The CSC is chaired by the CISO, and includes the Company’s Chief Financial Officer, General Counsel, Chief Information Officer, and other senior representatives from the Company’s business segments and functions. The CSC meets quarterly to monitor the current risk landscape and active risk reduction efforts. Through this review and monitoring activity, the CSC oversees effective governance of IT Risk Management in the Enterprise IT Portfolio, drives accountability and transparency of control effectiveness, and facilitates risk remediation and mitigation in a coordinated and comprehensive manner.

The CISO is appointed by the Chief Information Officer and is responsible for cybersecurity risk management across the Company. The CISO leads a global enterprise security team responsible for enterprise-wide security strategy, architecture, engineering, and operations. The Cybersecurity Steering Committee has granted authority to the CISO to pause or stop business processes during the execution of cybersecurity incident response duties if they deem it necessary. The CSC maintains approval authority for the Company’s Enterprise Information Security Policy. The CISO has over 20 years of technology experience including cybersecurity, infrastructure, architecture, and data and analytics in highly regulated industries including healthcare and aviation and defense. The CISO has an undergraduate degree in Computer Information Systems.

ITEM 2 PROPERTIES

The Company has properties in over 60 countries throughout the world, with its world headquarters located in Cork, Ireland and its North American operational headquarters located in Milwaukee, Wisconsin USA. The Company’s wholly- and majority-owned facilities primarily consist of manufacturing, sales and service offices, research and development facilities, monitoring centers, and assembly and/or warehouse centers. At September 30, 2024, properties related to continuing operations totaled approximately 24 million square feet of floor space of which 6 million square feet are owned and 18 million square feet are leased. The Company considers its facilities to be suitable for their current uses and adequate for current needs. The majority of the facilities are operating at normal levels based on capacity. The Company does not anticipate difficulty in renewing existing leases as they expire or in finding alternative facilities.

ITEM 3 LEGAL PROCEEDINGS

Gumm v. Molinaroli, et al.

In May 2024, stockholders of Johnson Controls, Inc., filed a putative class action Complaint against Johnson Controls, Inc., certain former officers and directors of Johnson Controls, Inc., and two related entities (Jagara Merger Sub LLC and Johnson Controls International plc) in Wisconsin state court relating to the 2016 merger of Johnson Controls and Tyco (Gumm et al. v. Molinaroli et al., Case No. 30106, filed May 23, 2024 in the Circuit Court for Milwaukee County, Wisconsin). The filing of the state court Complaint follows the dismissal of a related lawsuit originally filed in federal court in 2016, which dismissal was affirmed on appeal in November 2023. The 12-count state court Complaint asserts claims for (1) breach of fiduciary duty; (2) aiding and abetting breach of fiduciary duty; (3); unjust enrichment; (4) violations of Wisconsin Business Corporation Law §§ 180.1101-.1103; (5) breach of JCI’s Articles of Incorporation; (6) conversion; (7) violations of Wisconsin Securities Act §§ 551.501 and 551.509; (8) breach of covenant of good faith and fair dealing; (9) promissory estoppel; (10) tortious interference with contract; (11) negligent or intentional misrepresentation/equitable fraud; and (12) statutory fraud. On September 13, 2024, defendants moved to dismiss the Complaint. A hearing on the motion is expected to take place in March 2025.

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

ITEM 4 MINE SAFETY DISCLOSURES

Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT

Pursuant to General Instruction G(3) of Form 10-K, the following list of executive officers of the Company as of November 19, 2024 is included as an unnumbered Item in Part I of this report in lieu of being included in the Company’s Proxy Statement relating to the annual general meeting of shareholders to be held on March 12, 2025.

Julie Brandt, 50, has served as Vice President and President, Building Solutions, North America since April 2023. Prior to joining Johnson Controls, Ms. Brandt served as Executive Vice President and General Manager, North America Western Region at Otis Worldwide Corp, an elevator and escalator manufacturing, installation and service company, from September 2020 until April 2023. While at Otis, Ms. Brandt also served in roles of increasing responsibility from 2000 until 2020, including Executive Vice President and Chief Transformation Officer, from January 2019 until August 2020 and Managing Director, Hong Kong, Macau and Taiwan, from January 2016 until December 2018.

John Donofrio, 62, has served as Executive Vice President and General Counsel of the Company since November 2017. He previously served as Vice President, General Counsel and Secretary of Mars, Incorporated, a global food manufacturer from October 2013 to November 2017. Before joining Mars in October 2013, Mr. Donofrio was Executive Vice President, General Counsel and Secretary for The Shaw Group Inc., a global engineering and construction company, from October 2009 until February 2013. Prior to joining Shaw, Mr. Donofrio was Senior Vice President, General Counsel and Chief Compliance Officer at Visteon Corporation, a global automotive supplier, a position he held from 2005 until October 2009. 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.

Richard Lek, 58, has served as Vice President and President, Building Solutions, Europe, Middle East, Africa and Latin America since November 2024. Mr. Lek has served in roles of increasing responsibility at Johnson Controls since 2002, including Vice President and General Manager, Continental Europe, from March 2023 until November 2024, Chief Operating Officer and Business Transformation Leader Asia Pacific from August 2021 until March 2023, Vice President Business Transformation Global Products from August 2019 until March 2023, and Vice President Business Transformation EMEA/LA from January 2018 until August 2019. Earlier in his career, Mr. Lek held various Vice President and General Manage roles in the Middle East and Africa.

Nathan Manning, 48, has served as Vice President and Chief Operations Officer, Global Field Operations, since December 2022. He previously served as Vice President and President, Building Solutions, North America from October 2020 until March 2023. 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.

Daniel C. “Skip” McConeghy, 58, has served as Vice President, Chief Accounting and Tax Officer since June 2022. Mr. McConeghy previously served as Vice President, Global Tax from October 2020 until June 2022 and as interim Controller from February 2022 until June 2022. He also served as Vice President, Corporate Tax Planning, from July 2012 through October 2020. Prior to joining Johnson Controls, Mr. McConeghy was a Tax Partner at PricewaterhouseCoopers, from July 1999 through June 2012.

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.

Anu Rathninde, 54, has served as Vice President and President, Building Solutions, Asia Pacific since May 2022. Prior to joining Johnson Controls, Mr. Rathninde served as President, Electrical Distribution Systems and Advanced Safety & User Experience, Asia Pacific at Aptiv plc, and mobility architecture company primarily serving the automotive sector, from November 2021 until May 2022 and as President, Electrical Distribution Systems from May 2016 until November 2021. Prior to joining Aptiv, Mr. Rathninde served as Vice President of the Automotive Products Group at Johnson Electric, manufacturer of electric motors, actuators, motion subsystems and related electro-mechanical components. Earlier in his career, Mr. Rathninde held progressive leadership positions at Aptiv in general management, engineering, business development, strategy and business planning.

Lei Zhang Schlitz, 58, has served as Vice President and President, Global Products, since November 2022. Prior to joining Johnson Controls, Ms. Schlitz served as Executive Vice President, Automotive OEM of Illinois Tool Works Inc. (“ITW”), a global manufacturer of a diversified range of industrial products and equipment, from 2019 until October 2022. Prior to serving as Vice President, Automotive OEM, Ms. Schlitz served in various leadership roles at ITW, including Executive Vice President, ITW Food Equipment Segment, from September 2015 until January 2020, Group President, Global Ware-Wash and Refrigeration Businesses and Food Equipment Asia Pacific, from January 2014 until August 2015, Group President, Worldwide Refrigeration & Weigh Wrap Business, from May 2011 until December 2013 and as Vice President, ITW Technology Center from October 2008 until April 2011. Prior to joining ITW, Ms. Schlitz served in roles of increasing responsibility at Siemens Energy & Automation from September 2001 until September 2008 and General Electric from 1998 until September 2001. Ms. Schlitz serves on the Board of Directors for Archer Daniels Midland Company, a leader in human and animal nutrition and agricultural origination and processing.

Marlon Sullivan, 50, has served as Executive Vice President and Chief Human Resources Officer since September 2021. Prior to joining Johnson Controls, he served as the Senior Vice President of Human Resources at Delta Airlines from January 2021 to September 2021. Prior to joining Delta, Mr. Sullivan served in various human resources and talent development leadership roles at Abbott Laboratories from December 2007 through December 2020. Earlier in his career, Mr. Sullivan held a variety of human resources roles at The Home Depot.

Marc Vandiepenbeeck, 46, has served as Executive Vice President and Chief Financial Officer since January 2024. He previously served as Vice President and President, Building Solutions, Europe, Middle East, Africa and Latin America from August 2023 until November 2024. From 2005 until 2023, Mr. Vandiepenbeeck served in roles of increasing responsibility at Johnson Controls, including Vice President, Finance in 2023, Vice President of Finance, Building Solutions North America, from 2021 through 2023, Vice President and Treasurer, from 2019 until 2021 and Treasurer, Asia Pacific, Middle East, Hong Kong/Shanghai and China, from 2012 until 2015.

There are no family relationships, as defined by the instructions to this item, among the Company’s executive officers.

PART II

ITEM 5 MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The shares of the Company’s ordinary shares are traded on the New York Stock Exchange under the symbol "JCI."


			Number of Record Holders
Title of Class			as of October 31, 2024
Ordinary Shares, $0.01 par value			27,065

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. The share repurchase authorization does not have an expiration date and may be amended or terminated by the Board of Directors at any time without prior notice. During fiscal 2024, the Company repurchased $1.2 billion of its ordinary shares on the open market.

The following table presents information regarding the repurchase of the Company’s ordinary shares by the Company as part of the publicly announced program during the three months ended September 30, 2024.


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of the Publicly Announced Program	Approximate Dollar Value of Shares that May Yet be Purchased under the Programs
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

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

Equity compensation plan information is incorporated by reference from Part III, Item 12, "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters," of this document and should be considered an integral part of this Item 5.

The following information in Item 5 is not deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 ("Exchange Act") or to the liabilities of Section 18 of the Exchange Act, and will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent the Company specifically incorporates it by reference into such a filing.

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 ("S&P’s") 500 Stock Index and the companies on the S&P 500 Industrials Index. This graph assumes the investment of $100 on September 30, 2019 and the reinvestment of all dividends since that date.

ITEM 6 [RESERVED]

ITEM 7 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

Johnson Controls International plc, headquartered in Cork, Ireland, is a global leader in smart, healthy and sustainable buildings, serving a wide range of customers in more than 150 countries. The Company’s products, services, systems and solutions advance the safety, comfort and intelligence of spaces to serve people, places and the planet. The Company is committed to helping its customers win and creating greater value for all of its stakeholders through its strategic focus on buildings.

The Company is a global leader in engineering, manufacturing, commissioning and retrofitting building products and systems, including residential and commercial HVAC equipment, industrial refrigeration systems, controls, security systems, fire-detection systems and fire-suppression solutions. The Company further serves customers by providing technical services, including maintenance, management, repair, retrofit and replacement of equipment (in the HVAC, industrial refrigeration, controls, security and fire-protection space), energy-management consulting. 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. The Company partners with customers by leveraging its broad product portfolio and digital capabilities, powered by OpenBlue, together with its direct channel service and solutions capabilities, to deliver outcome-based solutions across the lifecycle of a building that address customers’ needs to improve energy efficiency, enhance security, create healthy environments and reduce greenhouse gas emissions.

The Company's fiscal year ends on September 30. Unless otherwise stated, references to years in this report relate to fiscal years rather than calendar years. 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, 2024 and should be read in conjunction with Item 8, the consolidated financial statements and the notes to consolidated financial statements.

Macroeconomic Trends

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. Construction projects are heavily dependent on general economic conditions, localized demand for real estate and the availability of credit, public funding or other financing sources. 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.

As a result of the Company’s global presence, a significant portion of its revenues and expenses is denominated in currencies other than the U.S. dollar. The Company is therefore subject to non-U.S. currency risks and non-U.S. exchange exposure. While the Company employs financial instruments to hedge some of its transactional foreign exchange exposure, these activities do not insulate it completely from those exposures. In addition, the currency exposure from the translation of non-U.S. dollar functional currency subsidiaries are not able to be hedged. Exchange rates can be volatile and a substantial weakening or strengthening of foreign currencies against the U.S. dollar could increase or reduce the Company’s profit margin, respectively, and impact the comparability of results from period to period. During fiscal 2024, revenue and profits were negatively impacted by movements in foreign exchange rates against the U.S. dollar.

The Company continues to observe trends demonstrating increased interest and demand for its products and services that enable smart, safe, efficient and sustainable buildings, particularly within verticals including data centers, government, healthcare and higher education. 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. In particular, legislative and regulatory initiatives such as the U.S. Climate Smart Buildings Initiative, 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. This demand is supplemented by an increase in commitments in both the public and private sectors to reduce emissions and/or achieve net zero emissions. The Company 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 Company is leveraging its install base, together with data-driven products and services to offer outcome-based solutions to customers with a focus on generating accelerated growth in services and recurring revenue.

The Company has experienced, and could continue to experience, increased material cost inflation and component shortages, as well as disruptions and delays in its supply chain, as a result of global macroeconomic trends, including increased global demand, geopolitical and economic tensions, including the conflict between Russia and Ukraine and Israel and Hamas, and labor shortages. Actions taken by the Company to mitigate supply chain disruptions and inflation, including expanding and redistributing its supplier network, supplier financing, price increases and productivity improvements, have historically been successful in offsetting some, but not all, of the impact of these trends. The collective impact of these trends has been favorable to revenue due to increased demand and price increases to offset inflation, while negatively impacting margins 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.

The extent to which the Company’s results of operations and financial condition are impacted by these and other factors in the future will depend on developments that are highly uncertain and cannot be predicted. See Part I, Item 1A, of this Annual Report on Form 10-K for an additional discussion of risks.

Portfolio Simplification Transactions

The Company has been engaged in an ongoing evaluation of its non-core product lines in connection with its objective to be a pure-play provider of comprehensive solutions for commercial buildings. During the fourth quarter of fiscal 2024, the Company completed the sale of its Air Distribution Technologies business included within the Global Products segment. During the fourth quarter of fiscal 2024, the Company entered into a definitive agreement to sell its Residential and Light Commercial ("R&LC") HVAC business to Robert Bosch GmbH (“Bosch”) for approximately $8.1 billion in cash with the Company's portion of the aggregate consideration being approximately $6.7 billion, inclusive of an upfront royalty payment for the licensing of the York tradename. The R&LC HVAC business includes the Company's North America Ducted business and Johnson Controls-Hitachi Air Conditioning Holding (UK) Ltd., the Company’s global residential joint venture with Hitachi Global Life Solutions, Inc. (“Hitachi”), of which the Company owns 60% and Hitachi owns 40%. The R&LC HVAC business, which was previously reported in the Global Products segment, meets the criteria to be classified as a discontinued operation and, as a result, its historical financial results are reflected in the consolidated financial statements as a discontinued operation, and assets and liabilities were reclassified as held for sale for all periods presented. The Company expects that the sale of the R&LC HVAC business will close in the fourth quarter of fiscal 2025.

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.

Restructuring and Cost Optimization Initiatives

During the fourth quarter of fiscal 2024, the Company committed to a multi-year restructuring plan to address stranded costs and further right-size its global operations as a result of previously announced portfolio simplification actions. It is expected that one-time restructuring costs, including severance and other employee termination benefits, contract termination costs, and certain other related cash and non-cash charges, of approximately $400 million will be incurred over the course of fiscal 2025, 2026 and 2027, resulting in expected annual cost savings of approximately $500 million upon full completion of the plan. The Company’s ability to execute the most significant aspects of the restructuring plan will be dependent on the timing of the close of the R&LC HVAC business divestiture transaction. Accordingly, the Company is unable to estimate the specific costs to be incurred and savings to be achieved in fiscal 2025; however, depending on the timing of the closing of the transaction and the ability to execute more significant aspects of the planned restructuring actions, the impact of costs on net income could be material in fiscal 2025. Restructuring costs will be incurred across all segments and Corporate functions.

FISCAL YEAR 2024 COMPARED TO FISCAL YEAR 2023

Net Sales


	Year Ended September 30,
(in millions)	2024		2023		Change
Net sales	$	22,952	$	22,331	3	%

The increase in net sales was due to higher organic sales ($790 million), partially offset by the negative impact of foreign currency translation ($98 million) and the net impact of acquisitions and divestitures ($71 million). Excluding the impact of foreign currency translation and business acquisitions and divestitures, consolidated net sales increased 4% over the prior year, as strong growth in Products and Systems in the Building Solutions North America segment and growth in Services in all Building Solutions segments were partially offset primarily by weakness in China's Systems/Install business. Refer to the "Segment Analysis" below within Item 7 for a discussion of net sales by segment.

Cost of Sales / Gross Profit


	Year Ended September 30,
(in millions)	2024			2023			Change
Cost of sales	$	14,875		$	14,527		2	%
Gross profit	8,077			7,804			3	%
% of sales	35.2		%	34.9		%

The increase in gross profit was primarily due to higher gross profit in the Systems/Install and Services businesses of the Building Solutions segments, partially offset by the Global Products segment. Refer to the "Segment Analysis" below within Item 7 for a discussion of segment earnings before interest, taxes and amortization ("EBITA").

Selling, General and Administrative Expenses


	Year Ended September 30,
(in millions)	2024			2023			Change
Selling, general and administrative expenses	$	5,661		$	5,387		5	%
% of sales	24.7		%	24.1		%

The increase in selling, general and administrative expenses ("SG&A") was primarily due to the net impact of the water systems AFFF settlement agreement costs net of insurance recoveries ($383 million), partially offset by the year-over-year impact of net mark-to-market adjustments ($100 million) and productivity improvements. Refer to the "Segment Analysis" below within Item 7 for a discussion of segment EBITA.

Restructuring and Impairment Costs


	Year Ended September 30,
(in millions)	2024		2023

Goodwill and other intangible asset impairments	$	296	$	212
Held for sale impairments	35		498
Long-lived and other tangible asset impairments	36		78
Restructuring and related costs	143		261
Restructuring and impairment costs	$	510	$	1,049

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

Net Financing Charges


	Year Ended September 30,
	2024		2023

Interest expense, net of capitalized interest costs	$	381	$	297
Other financing charges	38		50
Gain on debt extinguishment	(25)		(25)
Interest income	(17)		(17)
Net foreign exchange on financing activities	(35)		(47)
Net financing charges	$	342	$	258

* Measure not meaningful

Refer to Note 10, "Debt and Financing Arrangements," of the notes to consolidated financial statements for further disclosure related to the Company's debt.

Income Tax Provision (Benefit)


	Year Ended September 30,
(in millions)	2024			2023			Change
Income tax provision (benefit)	$	111		$	(468)		*
Effective tax rate	7		%	(42)		%

* 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. Refer to Note 18, "Income Taxes," of the notes to consolidated financial statements for further details.

In October 2021, the Organization for Economic Co-operation and Development ("OECD")/G20 inclusive framework on Base Erosion and Profit Shifting (the Inclusive Framework) published a statement updating and finalizing the key components of a two-pillar plan on global tax reform which has now been agreed upon by the majority of OECD members. Pillar One allows countries to reallocate a portion of residual profits earned by multinational enterprises ("MNE"), with an annual global revenue exceeding €20 billion and a profit margin over 10%, to other market jurisdictions. The adoption of Pillar One and its potential effective date remain uncertain. Pillar Two requires MNEs with an annual global revenue exceeding €750 million to pay a

global minimum tax of 15%. The OECD has since issued administrative guidance providing transition and safe harbor rules around the implementation of the Pillar Two global minimum tax. A number of countries, including Ireland, have enacted legislation to implement the core elements of Pillar Two, which will be effective for the Company beginning in fiscal 2025. The Company continues to evaluate the impact on future periods of Pillar Two, including legislative updates and adoption by additional countries, which could result in an increase to the effective tax rate.

Income From Discontinued Operations, Net of Tax


	Year Ended September 30,
(in millions)	2024		2023		Change
Income from discontinued operations, net of tax	$	489	$	452	8	%

The increase in income from discontinued operations, net of tax was primarily due to decreased SG&A as a result of productivity improvements. Refer to Note 3, "Assets and Liabilities Held for Sale and Discontinued Operations," of the notes to consolidated financial statements for further information.

FISCAL YEAR 2023 COMPARED TO FISCAL YEAR 2022

Net Sales


	Year Ended September 30,
(in millions)	2023		2022		Change
Net sales	$	22,331	$	20,637	8	%

The increase in net sales was due to higher organic sales ($1,947 million) and the net impact of acquisitions and divestitures ($113 million), partially offset by the negative impact of foreign currency translation ($366 million). Excluding the impact of foreign currency translation and business acquisitions and divestitures, consolidated net sales increased 9% over the prior year, attributable to increased pricing in response to inflation pressures. Refer to the "Segment Analysis" below within Item 7 for a discussion of net sales by segment.

Cost of Sales / Gross Profit


	Year Ended September 30,
(in millions)	2023			2022			Change
Cost of sales	$	14,527		$	13,547		7	%
Gross profit	7,804			7,090			10	%
% of sales	34.9		%	34.4		%

Gross profit increased due to organic sales growth and favorable price/cost, partially offset by the negative impact of foreign currency translation and the year-over-year impact of net pension mark-to-market adjustments ($42 million). Refer to the "Segment Analysis" below within Item 7 for a discussion of segment earnings before interest, taxes and amortization ("EBITA").

Selling, General and Administrative Expenses


	Year Ended September 30,
(in millions)	2023			2022			Change
Selling, general and administrative expenses	$	5,387		$	5,078		6	%
% of sales	24.1		%	24.6		%

The increase in SG&A was primarily due to certain investments to support growth, transaction and separation costs, the year-over-year impact of net mark-to-market adjustments ($71 million) and a loss associated with a fire at a leased warehouse facility ($40 million), partially offset by the absence of non-recurring environmental remediation charges in the prior year ($255

million) and positive foreign currency translation. Refer to the "Segment Analysis" below within Item 7 for a discussion of segment EBITA.

Restructuring and Impairment Costs


	Year Ended September 30,
(in millions)	2023		2022

Goodwill and other intangible assets impairments	$	212	$	310
Held for sale impairments	498		229
Long-lived asset impairments	78		—

Restructuring and related costs	261		162
Restructuring and impairment costs	$	1,049	$	701

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

Net Financing Charges


	Year Ended September 30,
	2023		2022

Interest expense, net of capitalized interest costs	$	297	$	221
Other financing charges	50		27
Gain on debt extinguishment	(25)		—
Interest income	(17)		(6)
Net foreign exchange results for financing activities	(47)		(37)
Net financing charges	$	258	$	205

Refer to Note 10, "Debt and Financing Arrangements," of the notes to consolidated financial statements for further disclosure related to the Company's debt.

Income Tax Provision (Benefit)


	Year Ended September 30,
(in millions)	2023			2022			Change
Income tax provision (benefit)	$	(468)		$	(182)		*
Effective tax rate	(42)		%	(16)		%

* Measure not meaningful

The statutory tax rate in Ireland of 12.5% is being used as a comparison since the Company is domiciled in Ireland.

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

For fiscal 2022, the effective tax rate for continuing operations was (16%) and was lower than the statutory tax rate primarily due to the favorable impact of tax reserve adjustments as the result of expired statute of limitations for certain tax years and the benefits of continuing global tax planning initiatives, partially offset by the unfavorable impact of impairment and restructuring charges and the establishment of a deferred tax liability on the outside basis difference of the Company's investment in certain subsidiaries as a result of the planned divestitures.

Income From Discontinued Operations, Net of Tax


	Year Ended September 30,
(in millions)	2023		2022		Change
Income from discontinued operations, net of tax	$	452	$	429	5	%

The increase in income from discontinued operations, net of tax was primarily due to decreased SG&A as a result of productivity improvements. Refer to Note 3, "Assets and Liabilities Held for Sale & Discontinued Operations," of the notes to consolidated financial statements for further information.

SEGMENT ANALYSIS

Management evaluates the performance of its segments primarily on segment earnings before interest, taxes and amortization ("EBITA"), which represents income from continuing operations before income taxes and noncontrolling interests, excluding amortization of intangible assets, corporate expenses, restructuring and impairment costs, the water systems AFFF settlement costs and AFFF insurance recoveries, net financing charges, loss on divestiture and net mark-to-market gains and losses related to pension and postretirement plans and restricted asbestos investments.


	Net Sales for the Year Ended September 30,						Segment EBITA for the Year Ended September 30,
(in millions)	2024		2023		Change		2024		2023		Change
Building Solutions North America	$	11,348	$	10,330	10	%	$	1,663	$	1,394	19	%
Building Solutions EMEA/LA	4,296		4,096		5	%	391		316		24	%
Building Solutions Asia Pacific	2,237		2,746		(19)	%	261		343		(24)	%
Global Products	5,071		5,159		(2)	%	1,403		1,317		7	%
	$	22,952	$	22,331	3	%	$	3,718	$	3,370	10	%

Net Sales

•The increase in Building Solutions North America was due to organic growth ($957 million), incremental sales related to business acquisitions ($48 million) and the positive impact of foreign currency translation ($13 million). Excluding the impacts of foreign currency translation and business acquisitions, sales growth was led by growth in Applied HVAC & Controls.

•The increase in Building Solutions EMEA/LA was due to organic growth, including higher prices ($233 million) and the net impact of business acquisitions and divestitures ($6 million), partially offset by the negative impact of foreign currency translation ($39 million). Excluding the impact of foreign currency translation and business acquisitions and divestitures, sales growth was led by growth in Services.

•The decrease in Building Solutions Asia Pacific was primarily due to organic sales declines ($440 million), the negative impact of foreign currency translation ($62 million) and the net impact of business acquisitions and divestitures ($7 million). Excluding the impact of foreign currency translation and business acquisitions and divestitures, sales decreased as Services growth was more than offset by weakness in the China Systems business.

•The decrease in Global Products was due to the net impact of business acquisitions and divestitures ($118 million) and the negative impact of foreign currency translation ($10 million), partially offset by organic growth ($40 million). Excluding the impacts of foreign currency translation and business acquisitions and divestitures, sales increased as growth in Commercial HVAC was more than offset by declines in Fire & Security and Industrial Refrigeration.

Segment EBITA

•The increase in Building Solutions North America was primarily due to higher margin backlog conversion and continued growth in Services. A favorable earn-out liability adjustment also contributed to the increase.

•The increase in Building Solutions EMEA/LA was primarily due to growth in higher margin Services and productivity improvements.

•The decrease in Building Solutions Asia Pacific was primarily due to continued weakness in the Systems business in China.

•The increase in Global Products was primarily driven by operational efficiencies leading to productivity improvements.


	Net Sales for the Year Ended September 30,						Segment EBITA for the Year Ended September 30,
(in millions)	2023		2022		Change		2023		2022		Change
Building Solutions North America	$	10,330	$	9,367	10	%	$	1,394	$	1,122	24	%
Building Solutions EMEA/LA	4,096		3,845		7	%	316		358		(12)	%
Building Solutions Asia Pacific	2,746		2,714		1	%	343		332		3	%
Global Products	5,159		4,711		10	%	1,317		970		36	%
	$	22,331	$	20,637	8	%	$	3,370	$	2,782	21	%

Net Sales

•The increase in Building Solutions North America was due to organic growth, including higher prices ($979 million) and incremental sales related to business acquisitions ($29 million), partially offset by the negative impact of foreign currency translation ($45 million). Excluding the impacts of business acquisitions and foreign currency translation, sales growth was led by growth in HVAC & Controls and Fire & Security.

•The increase in Building Solutions EMEA/LA was due to organic growth, including higher prices ($324 million) and the net impact of business acquisitions and divestitures ($29 million), partially offset by the negative impact of foreign currency translation ($102 million). Excluding the impacts of foreign currency translation and business acquisitions and divestitures, sales growth was led by growth in Fire & Security and HVAC & Controls.

•The increase in Building Solutions Asia Pacific was due to organic growth, including higher prices ($182 million) and the net impact of business acquisitions and divestitures ($19 million), partially offset by the negative impact of foreign currency translation ($169 million). The economic conditions in China, specifically challenges in real estate, began negatively impacting the Building Solutions Asia Pacific segment in the fourth quarter of fiscal 2023, but had an insignificant impact on results for the full year. Excluding the impacts of foreign currency translation and business acquisitions and divestitures, sales growth was led by continued demand for HVAC & Controls.

•The increase in Global Products was due to the net impact of higher prices and lower volumes ($462 million) and incremental sales related to business acquisitions ($36 million), partially offset by the negative impact of foreign currency translation ($50 million). Excluding the impacts of foreign currency translation and business acquisitions, sales growth was driven by strong price realization and growth in Commercial HVAC and Industrial Refrigeration products.

Segment EBITA

•The increase in Building Solutions North America was primarily due to favorable price/cost, volume leverage and productivity savings, partially offset by unfavorable project mix.

•The decrease in Building Solutions EMEA/LA reflects the negative impact of foreign currency translation ($13 million) and higher expenses, partially offset by favorable price/cost.

•The increase in Building Solutions Asia Pacific was primarily due to favorable price/cost and productivity savings, partially offset by the negative impact of foreign currency translation ($25 million).

•The increase in Global Products was primarily due to favorable price/cost and productivity savings, partially offset by unfavorable mix, lower gross margin due to lower manufacturing absorption, an uninsured loss associated with a fire at a leased warehouse facility and the negative impact of foreign currency translation.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital


	September 30,
(in millions)	2024		2023		Change
Current assets	$	11,179	$	10,737
Current liabilities	(11,955)		(11,084)
	(776)		(347)		*

Less: Cash and cash equivalents	(606)		(828)
Add: Short-term debt	953		361
Add: Current portion of long-term debt	536		645
Less: Current assets held for sale	(1,595)		(1,552)
Add: Current liabilities held for sale	1,431		1,375
Working capital (as defined)	$	(57)	$	(346)	*

Accounts receivable - net	$	6,051	$	5,494	10	%
Inventories	1,774		1,872		(5)	%
Accounts payable	3,389		3,498		(3)	%

* Measure not meaningful

•The Company defines working capital as current assets less current liabilities, excluding cash and cash equivalents, short-term debt, the current portion of long-term debt, and current assets and liabilities held for sale (when applicable). Management believes that this measure of working capital, which excludes financing-related items and businesses to be divested, provides a more useful measurement of the Company’s operating performance.

•The increase in working capital (as defined) at September 30, 2024 as compared to September 30, 2023 was primarily due to an increase in accounts receivable primarily due to discontinuing the receivable factoring program during the current year, partially offset by an increase in deferred revenue and accrued compensation and benefits.

Cash Flows From Continuing Operations


	Year Ended September 30,
(in millions)	2024		2023
Cash provided by operating activities	$	1,568	$	1,856
Cash used by investing activities	(184)		(1,093)
Cash used by financing activities	(1,948)		(2,059)

•The decrease in cash provided by operating activities reflects lower net income and the impact of higher accounts receivable and other asset balances, which was partially offset by the timing of accounts payable and accrued liabilities payments.

•The decrease in cash used by investing activities was primarily due to the net impact of proceeds from the ADTi divestiture in fiscal 2024 and cash paid for the FM:Systems acquisition in fiscal 2023. Refer to Note 2, "Acquisitions and Divestitures," of the notes to the consolidated financial statements for further disclosure related to acquisitions and divestitures.

•The decrease in cash used by financing activities was primarily due to changes in short- and long-term borrowing activity and stock repurchase activity. The net impact of debt proceeds and repayments generated cash of $405 million

in fiscal 2024 and used cash of $457 million in fiscal 2023. This increase in cash used was substantially offset by higher stock repurchases.

Capitalization


	September 30,
(in millions)	2024			2023
Short-term debt	$	953		$	361
Current portion of long-term debt	536			645
Long-term debt	8,004			7,818
Total debt	9,493			8,824
Less: Cash and cash equivalents	606			828
Net debt	$	8,887		$	7,996

Shareholders’ equity attributable to Johnson Controls ("Equity")	$	16,098		$	16,545
Total capitalization (Total debt plus Equity)	25,591			25,369
Net capitalization (Net debt plus Equity)	24,985			24,541

Total net debt as a % of Total capitalization	34.7		%	31.5		%
Total net debt as a % of Net capitalization	35.6		%	32.6		%

•Net debt and net debt as a percentage of total capitalization are non-GAAP financial measures. The Company believes the percentage of total net debt to total capitalization is useful to understanding the Company’s financial condition as it provides a view of the extent to which the Company relies on external debt financing for its funding and is a measure of risk to its shareholders.

•The Company's material cash requirements primarily consist of working capital requirements, repayments of long-term debt and related interest, operating leases, dividends, capital expenditures, potential acquisitions and share repurchases.

•Refer to Note 10, "Debt and Financing Arrangements," of the notes to consolidated financial statements for additional information on debt obligations and maturities. Interest payable on long-term debt outstanding as of September 30, 2024 is $299 million in the twelve months following September 30, 2024 and $3.4 billion thereafter.

•Refer to Note 9, "Leases," of the notes to consolidated financial statements for additional information on lease obligations and maturities.

•As of September 30, 2024, the Company had purchase obligations which were payable in the next twelve months of approximately $2 billion and payable thereafter of approximately $120 million, substantially all of which relate to continuing operations. These purchase obligations represent commitments under enforceable and legally binding agreements, and do not represent all future expected purchases.

•As of September 30, 2024, the Company expects to contribute $25 million and $204 million, of which $22 million and $179 million relates to continuing operations, to the global pension and postretirement plans in the next twelve months and thereafter, respectively.

•As of September 30, 2024, approximately $1.7 billion remains available under the Company's share repurchase authorization, which does not have an expiration date and may be amended or terminated by the Board of Directors at any time without prior notice. The Company expects to repurchase outstanding shares from time to time depending on market conditions, alternate uses of capital, liquidity and economic environment.

•The Company declared dividends of $1.48 per share in fiscal 2024 and intends to continue paying quarterly dividends in fiscal 2025.

•The Company believes its capital resources and liquidity position, including cash and cash equivalents of $606 million at September 30, 2024, are adequate to fund operations and meet its obligations for the foreseeable future. The Company expects requirements for working capital, capital expenditures, dividends, minimum pension contributions,

debt maturities and any potential acquisitions or stock repurchases in fiscal 2025 will be funded from operations, supplemented by short- and long-term borrowings, if required.

–The Company manages its short-term debt position in the U.S. and euro commercial paper markets and bank loan markets. Commercial paper outstanding was $350 million as of September 30, 2024 and $200 million as of September 30, 2023.

–The Company maintains a shelf registration statement with the SEC under which it may issue additional debt securities, ordinary shares, preferred shares, depository shares, warrants, purchase contracts and units that may be offered in one or more offerings on terms to be determined at the time of the offering. The Company anticipates that the proceeds of any offering would be used for general corporate purposes, including repayment of indebtedness, acquisitions, additions to working capital, repurchases of ordinary shares, dividends, capital expenditures and investments in the Company's subsidiaries.

–The Company has the ability to draw on its syndicated $2.5 billion committed revolving credit facility, which is scheduled to expire in December 2028, and a syndicated $500 million committed revolving credit facility, which is scheduled to expire in December 2024. There were no draws on the facilities as of September 30, 2024.

•The Company's ability to access the global capital markets and the related cost of financing is dependent upon, among other factors, the Company's credit ratings. As of September 30, 2024, the Company's credit ratings and outlook were as follows:

Rating Agency

Short-Term Rating

Long-Term Rating

Outlook

S&P

A-2

BBB+

Stable

Moody's

P-2

Baa2

Positive

The security ratings set forth above are issued by unaffiliated third-party rating agencies and are not a recommendation to buy, sell or hold securities. The ratings may be subject to revision or withdrawal by the assigning rating organization at any time.

•The Company entered into the following debt transactions in fiscal 2024:

–Repaid $924 million of debt including the following:

▪$484 million Senior Notes due 2024 with interest rates of 3.625%

▪€300 million term loans with interest rates of Euro Interbank Offered Rate (" EURIBOR") plus 0.4% to 0.7%

▪Tendered $119 million of its Notes due 2045 with an interest rate of 5.125%

–Issued $1.3 billion of debt including the following:

▪Together with its wholly owned subsidiary, Tyco Fire & Security Finance S.C.A., co-issued $700 million in 5.50% Senior Notes due in April 2029

▪€450 million short-term term loans with interest rates of EURIBOR plus 0.65% to 0.78% due in the first quarter of fiscal 2025

▪$100 million short-term term loan with an interest rate of 5.9% which is due in December 2024

•The Company expects to receive net cash proceeds related to the sale of its R&LC HVAC business of approximately $5.0 billion after tax and transaction-related expenses when the transaction closes, likely in the fourth quarter of fiscal 2025. Consistent with its capital allocation policy, the Company expects to use a portion of the proceeds to pay down debt to the extent required to retain its investment grade rating, with the remaining proceeds expected to be returned to shareholders through share repurchases.

•On April 12, 2024, Tyco Fire Products agreed to a settlement with a nationwide class of public water systems that detected PFAS in their drinking water systems that they allege to be associated with the use of AFFF. Under the terms of the agreement, Tyco Fire Products agreed to contribute $750 million to resolve these PFAS claims. Tyco Fire Products contributed an initial payment of $250 million in June 2024, with the remaining $500 million due by the first quarter of fiscal 2025. Prior to the date of the final contribution, Tyco Fire Products has agreed to contribute any applicable insurance recoveries in excess of the initial $250 million payment, up to the remaining $500 million due, within a specified period following the receipt of such recovery. During fiscal 2024, the Company recorded expected insurance recoveries of $371 million in selling, general and administrative expenses in the consolidated statements of income and collected insurance recoveries of $349 million. In accordance with its agreement and recent insurance

recovery, Tyco Fire Products made an additional payment during the fourth quarter of fiscal 2024 of approximately $85 million, reducing its final payment to approximately $415 million. The amounts and timing of any additional insurance recoveries are uncertain. Refer to Note 21, "Commitments and Contingencies," of the notes to the consolidated financial statements for additional discussion of the water systems settlement.

•Financial covenants in the Company's revolving credit facilities require a minimum consolidated shareholders’ equity attributable to Johnson Controls of at least $3.5 billion at all times. The revolving credit facility also limits the amount of debt secured by liens that may be incurred to a maximum aggregated amount of 10% of consolidated shareholders’ equity attributable to Johnson Controls for liens and pledges. For purposes of calculating these covenants, consolidated shareholders’ equity attributable to Johnson Controls is calculated without giving effect to (i) the application of ASC 715-60, "Defined Benefit Plans - Other Postretirement," or (ii) the cumulative foreign currency translation adjustment. As of September 30, 2024, the Company was in compliance with all financial covenants set forth in its credit agreements and the indentures governing its outstanding notes, and expects to remain in compliance for the foreseeable future. None of the Company’s debt agreements limit access to stated borrowing levels or require accelerated repayment in the event of a decrease in the Company's credit rating.

•The Company earns a significant amount of its income outside of the parent company. Outside basis differences in these subsidiaries are deemed to be indefinitely reinvested except in limited circumstances. However, in fiscal 2024, the Company recorded income tax expense related to a change in the Company's assertion over the outside basis differences of the Company’s investment in certain subsidiaries as a result of the planned divestiture of its R&LC HVAC business. The Company currently does not intend nor foresee a need to repatriate undistributed earnings included in the outside basis differences other than in tax efficient manners. The Company's intent is to reduce basis differences only when it would be tax efficient. The Company expects existing U.S. cash and liquidity to continue to be sufficient to fund the Company’s U.S. operating activities and cash commitments for investing and financing activities for at least the next twelve months and thereafter for the foreseeable future. In the U.S., should the Company require more capital than is generated by its operations, the Company could elect to raise capital in the U.S. through debt or equity issuances. The Company has borrowed funds in the U.S. and continues to have the ability to borrow funds in the U.S. at reasonable interest rates. In addition, the Company expects existing non-U.S. cash, cash equivalents, short-term investments and cash flows from operations to continue to be sufficient to fund the Company’s non-U.S. operating activities and cash commitments for investing activities, such as material capital expenditures, for at least the next twelve months and thereafter for the foreseeable future. Should the Company require more capital at the Luxembourg and Ireland holding and financing entities, other than amounts that can be provided in tax efficient methods, the Company could also elect to raise capital through debt or equity issuances. These alternatives could result in increased interest expense or other dilution of the Company’s earnings.

•The Company may from time to time purchase its outstanding debt through open market purchases, privately negotiated transactions or otherwise. Purchases or retirement of debt, if any, will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Co-Issued Securities: Summarized Financial Information

The following information is provided in compliance with Rule 13-01 of Regulation S-X under the Securities Exchange Act of 1934 with respect to the following unsecured, unsubordinated senior notes (collectively, "the Notes") which were issued by Johnson Controls International plc ("Parent Company") and Tyco Fire & Security Finance S.C.A. (“TFSCA”):

•€500 million aggregate principal amount of 0.375% Senior Notes due 2027

•€600 million aggregate principal amount of 3.000% Senior Notes due 2028

•$700 million aggregate principal amount of 5.500% Senior Notes due 2029

•$625 million aggregate principal amount of 1.750% Senior Notes due 2030

•$500 million aggregate principal amount of 2.000% Sustainability-Linked Senior Notes due 2031

•€500 million aggregate principal amount of 1.000% Senior Notes due 2032

•$400 million aggregate principal amount of 4.900% Senior Notes due 2032

•€800 million aggregate principal amount of 4.25% Senior Notes due 2035

TFSCA is a corporate partnership limited by shares (société en commandite par actions) incorporated and organized under the laws of the Grand Duchy of Luxembourg (“Luxembourg”) and is a wholly-owned consolidated subsidiary of the Company that is 99.924% owned directly by the Parent Company and 0.076% owned by TFSCA’s sole general partner and manager, Tyco Fire & Security S.à r.l., which is itself wholly-owned by the Company. The Parent Company is incorporated and organized under the laws of Ireland. TFSCA is incorporated and organized under the laws of Luxembourg. The bankruptcy, insolvency,

administrative, debtor relief and other laws of Luxembourg or Ireland, as applicable, may be materially different from, or in conflict with, those of the United States, including in the areas of rights of creditors, priority of governmental and other creditors, ability to obtain post-petition interest and duration of the proceeding. The application of these laws, or any conflict among them, could adversely affect noteholders’ ability to enforce their rights under the Notes in those jurisdictions or limit any amounts that they may receive.

The following table presents the net loss attributable to the Parent Company and TFSCA (collectively, the "Obligor Group") and the net income (loss) attributable to intercompany transactions between the Obligor Group and subsidiaries of the Parent Company other than TFSCA (collectively, the "Non-Obligor Subsidiaries") which are excluded from the Net loss attributable to the Obligor Group (in millions):



	Year Ended September 30, 2024
Net loss attributable to the Obligor Group	$	609
Net income attributable to intercompany transactions	511

The following table presents summarized balance sheet information as of September 30, 2024 (in millions):


	Obligor Group		Intercompany Balances
Current assets	$	1,339	$	823
Noncurrent assets	243		7,522
Current liabilities	6,726		2,789
Noncurrent liabilities	7,836		9,028

The same accounting policies as described in Note 1, "Summary of Significant Accounting Policies," of the notes to consolidated financial statements are used by the Parent Company and each of its subsidiaries in connection with the summarized financial information presented above.

CRITICAL ACCOUNTING ESTIMATES

The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). This requires management to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from those estimates. The following estimates are considered by management to be the most critical to the understanding of the Company's consolidated financial statements as they require significant judgments that could materially impact the Company’s results of operations, financial position and cash flows.

Revenue Recognition

The Company recognizes revenue from certain long-term contracts on an over time basis, with progress towards completion measured using a cost-to-cost input method based on the relationship between actual costs incurred and total estimated costs at completion. Total estimated costs at completion are based primarily on estimated purchase contract terms, historical performance trends and other economic projections. Factors that may result in a change to these estimates include unforeseen engineering problems, construction delays, cost inflation, the performance of subcontractors and major material suppliers, and weather conditions. As a result, changes to the original estimates may be required during the life of the contract. Such estimates are reviewed monthly and any adjustments to the measure of completion are recognized as adjustments to sales and gross profit using the cumulative catch-up method. Estimated losses are recorded when identified.

For agreements with multiple performance obligations, the Company allocates the transaction price of the contract to each performance obligation using the best estimate of the relative standalone selling price of each distinct good or service in the contract. In order to estimate relative standalone selling price, market data and transfer price studies are utilized. If the standalone selling price is not directly observable, the Company estimates the standalone selling price using an adjusted market assessment approach or expected cost plus margin approach.

revenue recognized would not occur when the uncertainty associated with variable consideration is subsequently resolved. These estimates are based on the amount of consideration that the Company expects to be entitled to.

Goodwill and Indefinite-Lived Intangible Assets

The Company performs impairment reviews for its reporting units, which have been determined to be the Company’s operating segments or one level below the operating segments, using a qualitative assessment or a quantitative test. A qualitative assessment is performed when prior quantitative assessments have resulted in significant excess of fair value over the carrying value of a reporting unit, and consideration of qualitative factors allow the Company to conclude it is more likely than not that the fair value of the reporting unit remains greater than its carrying value. When performing a quantitative goodwill impairment test, the fair value of a reporting unit refers to the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. To estimate the fair value, the Company uses a discounted cash flow model or estimated sales price for reporting units held for sale. The assumptions included in the impairment tests require judgment, and changes to these inputs could impact the results of the calculations. The key assumptions used in the impairment test were management's projections of future cash flows, weighted-average cost of capital and long-term growth rates. Although the Company's cash flow forecasts are based on assumptions that are considered reasonable by management and consistent with the plans and estimates management is using to operate the underlying business, there are significant judgments in determining the expected future cash flows attributable to a reporting unit.

Management completed its fiscal 2024 annual impairment test as of July 31, which included a qualitative assessment of all but one of its reporting units. The Company did not identify any qualitative factors that suggest that it is more likely than not that the fair value of its reporting units is less than their carrying amount, including goodwill, and as such, a quantitative impairment test was not necessary. The Company performed a quantitative goodwill impairment test of one reporting unit in the Building Solutions EMEA/LA segment with $214 million of goodwill, and its fair value was in excess of its carrying value. However, for this reporting unit, a 200 basis point increase in the discount rate, or a 200 basis point decrease in the revenue growth rates, would cause the fair value to be less than the carrying value. While no impairment was recorded, it is possible that future changes in circumstances could result in a non-cash impairment charge. In the second quarter of fiscal 2024, the Company performed an interim goodwill impairment test as a result of a triggering event and impaired $230 million of goodwill in its Building Solutions EMEA/LA segment.

Indefinite-lived intangible assets are also subject to at least annual impairment testing in the fourth fiscal quarter or as events occur or circumstances change that indicate the assets may be impaired. Indefinite-lived intangible assets primarily consist of trademarks and trade names and are tested for impairment using a relief-from-royalty method. A considerable amount of management judgment and assumptions are required in performing the impairment tests. The key assumptions used in the impairment tests were long-term revenue growth projections, weighted-average cost of capital, and the royalty rate. The assumptions included in the impairment tests require judgment, and changes to these inputs could impact the results of the calculations.

The Company continuously monitors for events and circumstances that could negatively impact the key assumptions in determining fair value. While the Company believes the judgments and assumptions used in the goodwill and indefinite-lived intangible impairment tests are reasonable, different assumptions or changes in general industry, market and macro-economic conditions could change the estimated fair values and, therefore, future impairment charges could be required, which could be material to the consolidated financial statements.

Refer to Note 8, "Goodwill and Other Intangible Assets," of the notes to consolidated financial statements for information regarding the results of goodwill and indefinite-lived intangible assets impairment testing performed in fiscal 2024 and 2023.

Pension Plans

The Company provides a range of benefits, including pensions, to eligible active and former employees. Pension plan assets and obligations are measured annually, or more frequently if there is a significant remeasurement event, using various actuarial assumptions such as discount rates, assumed rates of return and compensation increases as of that date. The Company reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when appropriate.

The Company considers expected benefit payments on a plan-by-plan basis when estimating discount rates. Different discount rates are used for each plan depending on the plan jurisdiction and the expected timing of benefit payments. The Company uses country-specific discount rates determined by an independent third party which are based on government and high-quality corporate bond yields.

In estimating the expected return on plan assets, the Company considers historical returns on plan assets, adjusted for forward-looking considerations, inflation assumptions, asset mix and the impact of the active management of the plans’ invested assets. For fiscal 2025, the Company believes the long-term rate of return will approximate 6.50% for U.S. pension plans and 5.44% for non-U.S. pension plans. Any differences between actual investment results and the expected long-term asset returns will be reflected in net periodic benefit costs in the fourth quarter of each fiscal year or at the date of a significant remeasurement event. If actual returns on plan assets are less than the Company’s expectations, additional contributions may be required.

Based on information provided by its independent actuaries and other relevant sources, the Company believes that the assumptions used are reasonable, however, changes in these assumptions could impact the Company’s financial position, results of operations or cash flows. The following chart illustrates the estimated increases (decreases) in projected benefit obligation and future ongoing pension expense, excluding any potential mark-to-market adjustments, assuming an increase of 25 basis points in the key assumptions used for the Company's pension plans (in millions):


	Pension Benefits
	U.S. Plans				Non-U.S. Plans
	Change in Projected Benefit Obligation		Change in Ongoing Pension Expense		Change in Projected Benefit Obligation		Change in Ongoing Pension Expense
Discount rate	$	(28)	$	2	$	(40)	$	1
Expected return on plan assets	—		(4)		—		(3)

Loss Contingencies

Accruals are recorded for various contingencies including legal proceedings, environmental matters, self-insurance and other claims that arise in the normal course of business. The accruals are based on judgment, the probability of losses and, where applicable, the consideration of opinions of internal and/or external legal counsel and actuarial determined estimates. Additionally, the Company records receivables from third party insurers when recovery has been determined to be probable.

The Company is subject to laws and regulations relating to protecting the environment. It is difficult to estimate the Company’s ultimate level of liability at many remediation sites due to the large number of other parties that may be involved, the complexity of determining the relative liability among those parties, the uncertainty as to the nature and scope of the investigations and remediation to be conducted, the uncertainty in the application of law and risk assessment, the various choices and costs associated with diverse technologies that may be used in corrective actions at the sites, and the often quite lengthy periods over which eventual remediation may occur. It is possible that technological, regulatory or enforcement developments, the results of additional environmental studies or other factors could change the Company's expectations with respect to future charges and cash outlays, and such changes could be material to the Company's future results of operations, financial condition or cash flows. Nevertheless, the Company does not currently believe that any claims, penalties or costs in addition to the amounts accrued will have a material adverse effect on the Company’s financial position, results of operations or cash flows. The Company provides for expenses associated with environmental remediation obligations when such amounts are probable and can be reasonably estimated. Refer to Note 21, "Commitments and Contingencies," of the notes to consolidated financial statements.

The Company records liabilities for its workers' compensation, product, general and auto liabilities. The determination of these liabilities and related expenses is dependent on claims experience. For most of these liabilities, claims incurred but not yet reported are estimated by utilizing actuarial valuations based upon historical claims experience. The Company records receivables from third party insurers when recovery has been determined to be probable. The Company maintains captive insurance companies to manage its insurable liabilities.

Asbestos-Related Contingencies and Insurance Receivables

The Company and certain of its subsidiaries along with numerous other companies are named as defendants in personal injury lawsuits based on alleged exposure to asbestos-containing materials. The Company's estimate of the liability and corresponding insurance recovery for pending and future claims and defense costs is based on the Company's historical claim experience, and estimates of the number and resolution cost of potential future claims that may be filed and is discounted to present values from the time that the costs are expected to be incurred which in some cases is not until 2068 (which is the Company's reasonable best estimate of the actuarial determined time period through which asbestos-related claims will be filed against Company affiliates). Estimated asbestos-related defense costs are included in the asbestos liability. The Company's legal strategy for

resolving claims also impacts these estimates. The Company considers various trends and developments in evaluating the period of time (the look-back period) over which historical claim and settlement experience is used to estimate and value claims reasonably projected to be made through 2068. At least annually, the Company assesses the sufficiency of its estimated liability for pending and future claims and defense costs by evaluating actual experience regarding claims filed, settled and dismissed, and amounts paid in settlements. In addition to claims and settlement experience, the Company considers additional quantitative and qualitative factors such as changes in legislation, the legal environment, and the Company's defense strategy. The Company also evaluates the recoverability of its insurance receivable on an annual basis. The Company evaluates all of these factors and determines whether a change in the estimate of its liability for pending and future claims and defense costs or insurance receivable is warranted.

In connection with the recognition of liabilities for asbestos-related matters, the Company records asbestos-related insurance recoveries that are probable. The Company's estimate of asbestos-related insurance recoveries represents estimated amounts due to the Company for previously paid and settled claims and the probable reimbursements relating to its estimated liability for pending and future claims discounted to present value. In determining the amount of insurance recoverable, the Company considers available insurance, allocation methodologies, solvency and creditworthiness of the insurers. Refer to Note 21, "Commitments and Contingencies," of the notes to consolidated financial statements for a discussion on management's judgments applied in the recognition and measurement of asbestos-related assets and liabilities.

Income Taxes

Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and other loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company records a valuation allowance that primarily represents non-U.S. operating and other loss carryforwards for which realization is uncertain. Management judgment is required in determining the Company’s provision for income taxes, deferred tax assets and liabilities, and the valuation allowance recorded against the Company’s net deferred tax assets.

The Company reviews the realizability of its deferred tax assets and related valuation allowances on a quarterly basis, or whenever events or changes in circumstances indicate that a review is required. In determining the requirement for a valuation allowance, the historical and projected financial results of the legal entity or consolidated group recording the net deferred tax asset are considered, along with any other positive or negative evidence. Since future financial results may differ from previous estimates, periodic adjustments to the Company’s valuation allowances may be necessary. At September 30, 2024, the Company had a valuation allowance of $6.3 billion for continuing operations, of which $5.9 billion relates to net operating and capital loss carryforwards primarily in France, Ireland, Luxembourg, Mexico, and the United Kingdom for which sustainable taxable income has not been demonstrated; and $0.4 billion for other deferred tax assets.

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, 2024, the Company had recorded a liability of $2.1 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. Nonetheless, the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ materially from the amounts accrued for each year.

The Company does not generally provide additional U.S. or non-U.S. income taxes on outside basis differences of consolidated subsidiaries included in shareholders’ equity attributable to Johnson Controls International plc, except in limited circumstances including anticipated taxation on planned divestitures. The reduction of the outside basis differences via the sale or liquidation of these subsidiaries and/or distributions could create taxable income. The Company’s intent is to reduce the outside basis differences only when it would be tax efficient. Refer to "Capitalization" within the "Liquidity and Capital Resources" section for discussion of U.S. and non-U.S. cash projections.

Refer to Note 18, "Income Taxes," of the notes to consolidated financial statements for the Company's income tax disclosures.

NEW ACCOUNTING PRONOUNCEMENTS

Refer to the "New Accounting Pronouncements" section within Note 1, "Summary of Significant Accounting Policies," of the notes to consolidated financial statements.

RISK MANAGEMENT

The Company selectively uses derivative instruments to reduce market risk associated with changes in foreign currency, commodities, and interest rates. All hedging transactions are authorized and executed pursuant to clearly defined policies and procedures, which strictly prohibit the use of financial instruments for speculative purposes. At the inception of the hedge, the Company assesses the effectiveness of the hedge instrument and designates the hedge instrument as a hedge of either a forecasted transaction or of the variability of cash flows to be received or paid related to an unrecognized asset or liability (a cash flow hedge) or a net investment in a non-U.S. operation (a net investment hedge).

The Company performs hedge effectiveness testing on an ongoing basis depending on the type of hedging instrument used. All derivatives not designated as hedging instruments under ASC 815, "Derivatives and Hedging," are revalued in the consolidated statements of income.

For all foreign currency derivative instruments designated as cash flow hedges, retrospective effectiveness is tested on a monthly basis using a cumulative dollar offset test. The fair value of the hedged exposures and the fair value of the hedge instruments are revalued, and the ratio of the cumulative sum of the periodic changes in the value of the hedge instruments to the cumulative sum of the periodic changes in the value of the hedge is calculated. The hedge is deemed as highly effective if the ratio is between 80% and 125%. For commodity derivative contracts designated as cash flow hedges, effectiveness is tested using a qualitative assessment of the critical terms of the hedging instrument and the hedged item. Ineffectiveness is minimal as the Company aligns most of the critical terms of its derivatives with the supply contracts.

For net investment hedges, the Company assesses its net investment positions in the non-U.S. operations and compares it with the outstanding net investment hedges on a quarterly basis. The hedge is deemed effective if the aggregate outstanding principal of the hedge instruments designated as the net investment hedge in a non-U.S. operation does not exceed the Company’s net investment positions in the respective non-U.S. operation.

Derivative instruments not designated as hedging instruments under ASC 815 require no assessment of effectiveness.

A discussion of the Company’s accounting policies for derivative financial instruments is included in Note 1, "Summary of Significant Accounting Policies," of the notes to consolidated financial statements, and further disclosure relating to derivatives and hedging activities is included in Note 11, "Derivative Instruments and Hedging Activities," and Note 12, "Fair Value Measurements," of the notes to consolidated financial statements.

Foreign Exchange

The Company has manufacturing, sales and distribution facilities around the world and thus makes investments and enters into transactions denominated in various foreign currencies. In order to maintain strict control and achieve the benefits of the Company’s global diversification, foreign exchange exposures for each currency are netted internally so that only its net foreign exchange exposures are, as appropriate, hedged with financial instruments.

The Company hedges 70% to 90% of the nominal amount of each of its known foreign exchange transactional exposures. The Company primarily enters into foreign currency exchange contracts to reduce the earnings and cash flow impact of the variation of non-functional currency denominated receivables and payables. Gains and losses resulting from hedging instruments offset the foreign exchange gains or losses on the underlying assets and liabilities being hedged. The maturities of the forward exchange contracts generally coincide with the settlement dates of the related transactions. Realized and unrealized gains and losses on these contracts are recognized in the same period as gains and losses on the hedged items. The Company also selectively hedges anticipated transactions that are subject to foreign exchange exposure, primarily with foreign currency exchange contracts, which are designated as cash flow hedges in accordance with ASC 815.

The Company has entered into foreign currency denominated debt obligations to selectively hedge portions of its net investment in non-U.S. subsidiaries. The currency effects of debt obligations are reflected in the accumulated other comprehensive income ("AOCI") account within shareholders’ equity attributable to Johnson Controls ordinary shareholders where they offset gains and losses recorded on the Company’s net investments globally.

At September 30, 2024 and 2023, the Company estimates that an unfavorable 10% change in the exchange rates would have decreased net unrealized gains by approximately $144 million and $63 million, respectively.

Interest Rates

Substantially all of the Company's outstanding debt has fixed interest rates, and, therefore, any fluctuation in market interest rates is not expected to have a material effect on the Company's results of operations. A 100 basis point increase/decrease in the average interest rate on the Company's variable rate debt would have an immaterial impact on interest expense.

Commodities

The Company uses commodity hedge contracts in the financial derivatives market in cases where commodity price risk cannot be naturally offset or hedged through supply base fixed price contracts. Commodity risks are systematically managed pursuant to policy guidelines. As a cash flow hedge, gains and losses resulting from the hedging instruments offset the gains or losses on purchases of the underlying commodities that will be used in the business. The maturities of the commodity hedge contracts coincide with the expected purchase of the commodities.

ENVIRONMENTAL, HEALTH AND SAFETY AND OTHER MATTERS

The Company’s global operations are governed by environmental laws and worker safety laws. Under various circumstances, these laws impose civil and criminal penalties and fines, as well as injunctive and remedial relief, for noncompliance and require remediation at sites where Company-related substances have been released into the environment.

The Company has expended substantial resources globally, both financial and managerial, to comply with applicable environmental laws and worker safety laws and to protect the environment and workers. The Company believes it is in substantial compliance with such laws and maintains procedures designed to foster and ensure compliance. However, the Company has been, and in the future may become, the subject of formal or informal enforcement actions or proceedings regarding noncompliance with such laws or the remediation of Company-related substances released into the environment. Such matters typically are resolved with regulatory authorities through commitments to compliance, abatement or remediation programs and in some cases payment of penalties. Historically, neither such commitments nor penalties imposed on the Company have been material.

Refer to Note 21, "Commitments and Contingencies," of the notes to consolidated financial statements for additional information.

QUARTERLY FINANCIAL DATA

The following tables present selected quarterly financial data from continuing operations:


(in millions, except per share data) (quarterly amounts unaudited)	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Full Year

2024
Net sales	$	5,209	$	5,597	$	5,898	$	6,248	$	22,952
Gross profit	1,778		1,922		2,109		2,268		8,077
Net income (loss)	340		(318)		851		538		1,411
Net income (loss) attributable to Johnson Controls	340		(321)		852		536		1,407
Earnings (loss) per share
Basic	0.50		(0.47)		1.26		0.80		2.09
Diluted	0.50		(0.47)		1.25		0.80		2.08

2023
Net sales	$	5,155	$	5,546	$	5,777	$	5,853	$	22,331
Gross profit	1,852		1,916		2,063		1,973		7,804
Net income	101		45		947		488		1,581
Net income attributable to Johnson Controls	97		44		940		481		1,562
Earnings per share
Basic	0.14		0.07		1.37		0.70		2.28
Diluted	0.14		0.07		1.36		0.70		2.27

ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See "Risk Management" included in Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations.

ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements


			Page

Report of Independent Registered Public Accounting Firm (PCAOB ID 238)			52

Consolidated Statements of Income for the years ended September 30, 2024, 2023 and 2022			54

Consolidated Statements of Comprehensive Income for the years ended September 30, 2024, 2023 and 2022			55

Consolidated Statements of Financial Position as of September 30, 2024 and 2023			56

Consolidated Statements of Cash Flows for the years ended September 30, 2024, 2023 and 2022			57

Consolidated Statements of Shareholders' Equity for the years ended September 30, 2024, 2023 and 2022			58

Notes to Consolidated Financial Statements			59

1. Summary of Significant Accounting Policies			59

2. Acquisitions and Divestitures			69

3. Assets and Liabilities Held for Sale and Discontinued Operations			69

4. Revenue Recognition			72

5. Accounts Receivable			73

6. Inventories			73

7. Property, Plant and Equipment			74

8. Goodwill and Other Intangible Assets			74

9. Leases			77

10. Debt and Financing Arrangements			78

11. Derivative Instruments and Hedging Activities			80

12. Fair Value Measurements			83

13. Stock-Based Compensation			85

14. Earnings Per Share			87

15. Equity			87

16. Retirement Plans			88

17. Restructuring and Related Costs			96

18. Income Taxes			97

19. Segment Information			101

20. Guarantees			104

21. Commitments and Contingencies			105

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Johnson Controls International plc

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated statements of financial position of Johnson Controls International plc and its subsidiaries (the "Company") as of September 30, 2024 and 2023, and the related consolidated statements of income, of comprehensive income, of shareholders' equity and of cash flows for each of the three years in the period ended September 30, 2024, 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, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2024 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, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition from Certain Contracts with Customers

As described in Notes 1, 3 and 4 to the consolidated financial statements, the Company recognized net sales of $22,952 million from continuing operations and $4,466 million from discontinued operations for the year ended September 30, 2024, of which a majority relates to certain over time and point in time contracts with customers. Revenue from certain long-term contracts to design, manufacture and install building products and systems as well as unscheduled repair or replacement services is recognized on an over time basis, with progress towards completion measured using a cost-to-cost input method based on the relationship between actual costs incurred and total estimated costs at completion. The cost-to-cost input method is used as it best depicts the transfer of control to the customer that occurs as the Company incurs costs. Changes to the original estimates may be required during the life of the contract and estimated losses are recorded when identified. The Company enters into extended warranties and long-term service and maintenance agreements with certain customers. For these arrangements, revenue is recognized over time on a straight-line basis over the respective contract term. Revenue associated with the sale of equipment and related installations are generally recognized over time on a cost-to-cost input method, while the revenue for monitoring and maintenance services are recognized over time as services are rendered. In other cases, the Company recognizes revenue at the point in time when control over the goods or services transfers to the customer.

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

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process for the Company’s over time and point in time contracts with customers. These procedures also included, among others, evaluating the appropriateness of the timing and amount of revenue recognized for a sample of over time and point in time contracts with customers. Evaluating the appropriateness of the timing and amount of revenue recognized for certain over time contracts with customers involved (i) obtaining and inspecting source documents, such as contracts or service tickets, change orders, and evidence of progress towards completion or services delivered; (ii) evaluating the appropriateness of the over time revenue recognition methods; (iii) testing, on a sample basis for certain over time contracts, the costs incurred to date; and (iv) performing a comparison of estimated gross margin in the prior year to gross margin at completion of the arrangement in the current year for certain over time contracts with customers. Evaluating the appropriateness of the timing and amount of revenue recognized for certain point in time contracts with customers involved (i) obtaining and inspecting source documents, such as contracts or purchase orders, evidence of goods delivered, and consideration received in exchange for those goods and (ii) evaluating the appropriateness of the point in time revenue recognition method.

/s/ PricewaterhouseCoopers LLP

Milwaukee, Wisconsin

November 19, 2024

We have served as the Company’s auditor since 1957.

Johnson Controls International plc

Consolidated Statements of Income


	Year Ended September 30,
(in millions, except per share data)	2024		2023		2022
Net sales
Products and systems	$	15,967	$	15,789	$	14,612
Services	6,985		6,542		6,025
	22,952		22,331		20,637
Cost of sales
Products and systems	10,677		10,736		10,124
Services	4,198		3,791		3,423
	14,875		14,527		13,547

Gross profit	8,077		7,804		7,090

Selling, general and administrative expenses	5,661		5,387		5,078
Restructuring and impairment costs	510		1,049		701
Net financing charges	342		258		205
Equity income (loss)	(42)		3		6

Income from continuing operations before income taxes	1,522		1,113		1,112

Income tax provision (benefit)	111		(468)		(182)

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

Income from discontinued operations, net of tax (Note 3)	489		452		429

Net income	1,900		2,033		1,723

Income from continuing operations attributable to noncontrolling interests	4		19		15
Income from discontinued operations attributable to noncontrolling interests	191		165		176

Net income attributable to Johnson Controls	$	1,705	$	1,849	$	1,532

Amounts attributable to Johnson Controls
Income from continuing operations	$	1,407	$	1,562	$	1,279
Income from discontinued operations	298		287		253
Net income	$	1,705	$	1,849	$	1,532

Basic earnings per share attributable to Johnson Controls
Continuing operations	$	2.09	$	2.28	$	1.84
Discontinued operations	0.44		0.42		0.36
Total	$	2.53	$	2.70	$	2.20

Diluted earnings per share attributable to Johnson Controls
Continuing operations	$	2.08	$	2.27	$	1.83
Discontinued operations	0.44		$	0.42	0.36
Total	$	2.52	$	2.69	$	2.19

The accompanying notes are an integral part of the consolidated financial statements.

Johnson Controls International plc

Consolidated Statements of Comprehensive Income


	Year Ended September 30,
(in millions)	2024		2023		2022

Net income	$	1,900	$	2,033	$	1,723

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	39		(84)		(603)
Realized and unrealized gains (losses) on derivatives	(19)		25		7

Pension and postretirement plans	(4)		(1)		(3)

Other comprehensive income (loss)	16		(60)		(599)

Total comprehensive income	1,916		1,973		1,124

Comprehensive income attributable to noncontrolling interests:
Net income	195		184		191

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	25		(15)		(123)
Realized and unrealized gains on derivatives	—		(1)		1
Other comprehensive income (loss)	25		(16)		(122)
Comprehensive income attributable to noncontrolling interests	220		168		69

Comprehensive income attributable to Johnson Controls	$	1,696	$	1,805	$	1,055

The accompanying notes are an integral part of the consolidated financial statements.

Johnson Controls International plc

Consolidated Statements of Financial Position


	September 30,
(in millions, except par value and share data)	2024		2023

Assets

Cash and cash equivalents	$	606	$	828
Accounts receivable - net	6,051		5,494
Inventories	1,774		1,872
Current assets held for sale	1,595		1,552
Other current assets	1,153		991
Current assets	11,179		10,737

Property, plant and equipment - net	2,403		2,374
Goodwill	16,725		16,772
Other intangible assets - net	4,130		4,772
Noncurrent assets held for sale	3,210		3,105
Other noncurrent assets	5,048		4,482
Total assets	$	42,695	$	42,242

Liabilities and Equity

Short-term debt	$	953	$	361
Current portion of long-term debt	536		645
Accounts payable	3,389		3,498
Accrued compensation and benefits	1,048		847
Deferred revenue	2,160		1,923
Current liabilities held for sale	1,431		1,375
Other current liabilities	2,438		2,435
Current liabilities	11,955		11,084

Long-term debt	8,004		7,818
Pension and postretirement benefit obligations	217		252
Noncurrent liabilities held for sale	405		407
Other noncurrent liabilities	4,753		4,987
Noncurrent liabilities	13,379		13,464

Commitments and contingencies (Note 21)



Ordinary shares (par value $0.01; 2.0 billion shares authorized; shares issued: 2024 - 692,964,542; 2023 - 709,968,796)	7		7
Ordinary A shares (par value €1.00; 40,000 shares authorized, none outstanding as of September 30, 2024 and 2023)	—		—
Preferred shares (par value $0.01; 200,000,000 shares authorized, none outstanding as of September 30, 2024 and 2023)	—		—
Ordinary shares held in treasury, at cost (shares held: 2024 - 30,086,539; 2023 - 29,596,724)	(1,268)		(1,240)
Capital in excess of par value	17,475		17,349
Retained earnings	848		1,384
Accumulated other comprehensive loss	(964)		(955)
Shareholders’ equity attributable to Johnson Controls	16,098		16,545
Noncontrolling interests	1,263		1,149
Total equity	17,361		17,694
Total liabilities and equity	$	42,695	$	42,242

The accompanying notes are an integral part of the consolidated financial statements.

Johnson Controls International plc

Consolidated Statements of Cash Flows


	Year Ended September 30,
(in millions)	2024		2023		2022
Operating Activities of Continuing Operations
Income from continuing operations attributable to Johnson Controls	$	1,407	$	1,562	$	1,279
Income from continuing operations attributable to noncontrolling interests	4		19		15
Income from continuing operations	1,411		1,581		1,294
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	816		745		717
Pension and postretirement benefit expense (income)	(43)		58		(219)
Pension and postretirement contributions	(6)		(48)		(69)
Equity in earnings of partially-owned affiliates, net of dividends received	44		(3)		—
Deferred income taxes	(403)		(602)		(190)
Non-cash restructuring and impairment charges	411		827		555
Equity-based compensation expense	107		107		98
Other - net	(112)		(117)		(59)
Changes in assets and liabilities, excluding acquisitions and divestitures:
Accounts receivable	(537)		(259)		(409)
Inventories	(17)		(58)		(539)
Other assets	(482)		(187)		(349)
Restructuring reserves	(76)		57		(9)
Accounts payable and accrued liabilities	645		(85)		847
Accrued income taxes	(190)		(160)		(431)
Cash provided by operating activities from continuing operations	1,568		1,856		1,237

Investing Activities of Continuing Operations
Capital expenditures	(494)		(446)		(487)
Sale of property, plant and equipment	1		30		127
Acquisition of businesses, net of cash acquired	(3)		(726)		(269)
Business divestitures, net of cash divested	345		28		—
Other - net	(33)		21		41
Cash used by investing activities from continuing operations	(184)		(1,093)		(588)

Financing Activities of Continuing Operations
Net proceeds (payments) from borrowings with maturities less than three months	48		(75)		379
Proceeds from debt	1,281		1,173		1,771
Repayments of debt	(924)		(1,555)		(184)
Stock repurchases and retirements	(1,246)		(625)		(1,441)
Payment of cash dividends	(1,000)		(980)		(916)
Other - net	(107)		3		(4)
Cash used by financing activities from continuing operations	(1,948)		(2,059)		(395)

Discontinued Operations
Cash provided by operating activities	530		365		753
Cash used by investing activities	(37)		(91)		(105)
Cash used by financing activities	(132)		(115)		(121)
Cash provided by discontinued operations	361		159		527
Effect of exchange rate changes on cash, cash equivalents and restricted cash	59		(5)		(53)
Change in cash, cash equivalents and restricted cash held for sale	(6)		(5)		(3)
Increase (decrease) in cash, cash equivalents and restricted cash	(150)		(1,147)		725
Cash, cash equivalents and restricted cash at beginning of period	917		2,064		1,339
Cash, cash equivalents and restricted cash at end of period	767		917		2,064
Less: Restricted cash	161		89		35
Cash and cash equivalents at end of period	$	606	$	828	$	2,029

The accompanying notes are an integral part of the consolidated financial statements.

Johnson Controls International plc

Consolidated Statements of Shareholders' Equity



	Year Ended September 30,
(in millions)	2024		2023		2022
Shareholders' Equity Attributable to Johnson Controls

Beginning Balance	$	16,545	$	16,268	$	17,562





Ordinary Shares - Beginning and ending balance	7		7		7

Ordinary Shares Held in Treasury, at Cost
Beginning balance	(1,240)		(1,203)		(1,152)

Employee equity-based compensation withholding taxes	(28)		(37)		(51)
Ending balance	(1,268)		(1,240)		(1,203)

Capital in Excess of Par Value
Beginning balance	17,349		17,224		17,116

Share-based compensation expense	85		85		88
Other, including options exercised	41		40		20
Ending balance	17,475		17,349		17,224

Retained Earnings
Beginning balance	1,384		1,151		2,025
Net income attributable to Johnson Controls	1,705		1,849		1,532
Cash dividends declared	(995)		(991)		(965)
Repurchases and retirements of ordinary shares	(1,246)		(625)		(1,441)



Ending balance	848		1,384		1,151

Accumulated Other Comprehensive Loss
Beginning balance	(955)		(911)		(434)
Other comprehensive loss	(9)		(44)		(477)
Ending balance	(964)		(955)		(911)
Ending Balance	16,098		16,545		16,268

Shareholders' Equity Attributable to Noncontrolling Interests

Beginning Balance	1,149		1,134		1,191
Comprehensive income attributable to noncontrolling interests	220		168		69
Dividends attributable to noncontrolling interests	(108)		(152)		(131)
Other	2		(1)		5
Ending Balance	1,263		1,149		1,134

Total Shareholders' Equity	$	17,361	$	17,694	$	17,402
Cash Dividends Declared per Ordinary Share	$	1.48	$	1.45	$	1.39

The accompanying notes are an integral part of the consolidated financial statements.

Johnson Controls International plc

Notes to Consolidated Financial Statements

1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements include the consolidated accounts of Johnson Controls International plc, a public limited company organized under the laws of Ireland, and its subsidiaries (Johnson Controls International plc and all its subsidiaries, hereinafter collectively referred to as the "Company," "Johnson Controls" or "JCI plc").

The Company's fiscal year ends on September 30. Unless otherwise stated, references to years in this report relate to fiscal years rather than calendar years.

Nature of Operations

The Company is a global leader in engineering, manufacturing, commissioning and retrofitting building products and systems, including residential and commercial HVAC equipment, industrial refrigeration systems, controls, security systems, fire-detection systems and fire-suppression solutions. The Company further serves customers by providing technical services, including maintenance, management, repair, retrofit and replacement of equipment (in the HVAC, industrial refrigeration, security and fire-protection space), and energy-management consulting. 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. The Company partners with customers by leveraging its broad product portfolio and digital capabilities powered by OpenBlue, together with its direct channel service and solutions capabilities, to deliver outcome-based solutions across the lifecycle of a building that address customers’ needs to improve energy efficiency, enhance security, create healthy environments and reduce greenhouse gas emissions.

As discussed in more detail in Note 3, "Assets and Liabilities Held for Sale and Discontinued Operations", the Company has entered into a definitive agreement to sell 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 owns 60% and Hitachi owns 40%. The R&LC HVAC business, which was previously reported in the Global Products segment, meets the criteria to be classified as a discontinued operation and, as a result, its historical financial results are reflected in the consolidated financial statements as a discontinued operation, and assets and liabilities were reclassified as held for sale for all periods presented. Unless otherwise noted, all activities and amounts reported in the following footnotes relate to the continuing operations of the Company and exclude activities and amounts related to the R&LC HVAC business.

Principles of Consolidation

The consolidated financial statements include the accounts of Johnson Controls International plc and its subsidiaries that are consolidated in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). All significant intercompany transactions have been eliminated. The results of companies acquired or disposed of during the year are included in the consolidated financial statements from the effective date of acquisition or up to the date of disposal. Investments in partially-owned affiliates are accounted for by the equity method when the Company exercises significant influence, which typically occurs when its ownership interest exceeds 20%, and the Company does not have a controlling interest.

The Company consolidates variable interest entities ("VIE") when it has the power to direct the significant activities of the entity and the obligation to absorb losses or receive benefits from the entity that may be significant. The Company did not have any material consolidated or nonconsolidated VIEs in its continuing operations for the presented reporting periods.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts. Actual results could differ from those estimates.

Fair Value of Financial Instruments

ASC 820, "Fair Value Measurement," defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a three-level fair value hierarchy that prioritizes information used in developing assumptions when pricing an asset or liability as follows:

Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities;

Level 2: Quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs where there is little or no market data, which requires the reporting entity to develop its own assumptions.

ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement.

Acquisitions

The purchase price of acquired businesses is allocated to the related identifiable assets and liabilities based on estimated fair values. The excess of the purchase price over the amount allocated to the assets and liabilities, if any, is recorded as goodwill. In addition, any contingent consideration is recorded at the estimated fair value as of the date of the acquisition and is recorded as part of the purchase price. This estimate is updated in future periods and any changes in the estimate, which are not considered an adjustment to the purchase price, are recorded in the consolidated statements of operations. Payments for contingent earn-out liabilities that are less than or equal to estimates on the acquisition date are reflected as financing cash outflows. Amounts paid in excess of the estimated contingent earn-out liabilities on the acquisition date are reflected as operating cash outflows.

All available information is used to estimate fair values. External valuation specialists are typically engaged to assist in the fair value determination of identifiable intangible assets and any other significant assets or liabilities. The preliminary purchase price allocation is adjusted, as necessary, up to one year after the acquisition closing date as more information is obtained regarding assets acquired and liabilities assumed based on facts and circumstances that existed as of the acquisition date.

The purchase price allocation methodology contains uncertainties because it requires the Company to make assumptions and to apply judgment to estimate the fair value of acquired assets and assumed liabilities. The fair value of assets and liabilities is estimated based upon the carrying value of the acquired assets and assumed liabilities and widely accepted valuation techniques, including discounted cash flows. Unanticipated events or circumstances may occur which could affect the accuracy of fair value estimates, including assumptions regarding industry economic factors and business strategies.

Other estimates used in determining fair value include, but are not limited to, future cash flows or income related to intangibles, market rate assumptions and discount rates. Fair value estimates are based upon assumptions believed to be reasonable, but that are inherently uncertain, and therefore, may not be realized. Accordingly, there can be no assurance that the estimates, assumptions, and values reflected in the valuations will be realized, and actual results could differ materially.

Assets and Liabilities Held for Sale

Assets and liabilities (disposal groups) to be sold are classified as held for sale in the period in which all of the following criteria are met:

•Management, having the authority to approve the action, commits to a plan to sell the disposal group;

•The disposal group is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such disposal groups;

•An active program to locate a buyer and other actions required to complete the plan to sell the disposal group have been initiated;

•Sale of the disposal group is probable and transfer of the disposal group is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond the Company's control extend the period of time required to sell the disposal group beyond one year;

•The disposal group is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and

•Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

The Company initially measures a disposal group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell in accordance with ASC 360-10-15, "Impairment or Disposal of Long-Lived Assets." The carrying amount of any assets, including goodwill, that are part of the disposal group, but not in the scope of ASC 360-10, are tested for impairment under the relevant guidance prior to measuring the disposal group at fair value, less cost to sell.

Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Gains on the sale of a disposal group are not recognized until the date of sale. The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held for sale and reports any subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the carrying value of the disposal group at the time it was initially classified as held for sale.

Upon determining that a disposal group meets the criteria to be classified as held for sale, the Company reports the assets and liabilities of the disposal group, if material, in the line items assets held for sale and liabilities held for sale in the consolidated statements of financial position.

Cash and Cash Equivalents

Cash equivalents include all highly liquid investments with an original maturity of three months or less when purchased.

Restricted Cash

Restricted cash relates to amounts restricted for payment of asbestos liabilities and certain litigation and environmental matters and is recorded within other current assets in the consolidated statements of financial position.

Receivables

Receivables consist of billed receivables which are currently due from customers and unbilled receivables where the Company has satisfied its performance obligations, but has not yet issued the invoice to the customer. Incentives are periodically offered to customers, including early payment discounts and extended payment terms of certain receivables. The Company extends credit to customers in the normal course of business and maintains an allowance for expected credit losses resulting from the inability or unwillingness of customers to make required payments. The allowance for expected credit losses is based on historical experience, existing economic conditions, reasonable and supportable forecasts, and any specific customer collection issues the Company has identified. The Company evaluates the reasonableness of the allowance for expected credit losses on a quarterly basis. The allowance for expected credit losses was $210 million as of September 30, 2024 and $88 million as of September 30, 2023.

The Company has previously entered into various factoring agreements to sell certain accounts receivable to third-party financial institutions. The Company collected the majority of the factored receivables on behalf of the financial institutions, but maintained no other continuing involvement with the factored receivables. Sales of accounts receivable were reflected as a reduction of accounts receivable in the consolidated statements of financial position and the proceeds were included in cash flows from operating activities in the consolidated statements of cash flows. The Company discontinued its receivables factoring program in March 2024.

Inventories

Inventories are stated at the lower of cost or net realizable value using the first-in, first-out ("FIFO") method. Finished goods and work-in-process inventories include material, labor and manufacturing overhead costs.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Depreciation is provided over the estimated useful lives of the respective assets using the straight-line method for financial reporting purposes and accelerated methods for income tax purposes. Estimated useful lives generally range from 3 to 40 years for buildings and improvements, up to 15 years for subscriber systems, and from 3 to 15 years for machinery and equipment. Interest on borrowings is capitalized during the active construction period of major capital projects, added to the cost of the underlying assets and amortized over the useful lives of the assets.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill reflects the cost of an acquisition in excess of the fair values assigned to identifiable net assets acquired. Goodwill is reviewed for impairment during the fourth fiscal quarter (as of July 31) or more frequently if events or changes in circumstances indicate the asset might be impaired. The Company performs impairment reviews for its reporting units, which have been determined to be the Company’s operating segments or one level below the operating segments, using a qualitative assessment or a quantitative test. A qualitative assessment is performed when prior quantitative assessments have resulted in significant excess of fair value over the carrying value of a reporting unit, and consideration of qualitative factors allow the Company to conclude it is more likely than not that the fair value of the reporting unit remains greater than its carrying value. When performing a quantitative goodwill impairment test, the fair value of a reporting unit refers to the price that would be received to sell the unit as a whole in an orderly transaction between market participants at the measurement date. To estimate the fair value, the Company uses a discounted cash flow model or estimated sales price for reporting units held for sale. The inputs utilized in the analyses are classified as Level 3 inputs within the fair value hierarchy as defined in ASC 820, "Fair Value Measurement." The estimated fair value is then compared to the carrying amount of the reporting unit, including recorded goodwill. The Company is subject to financial statement risk to the extent that the carrying amount exceeds the estimated fair value.

Indefinite-lived intangible assets are also subject to at least annual impairment testing in the fourth fiscal quarter or as events occur or circumstances change that indicate the assets may be impaired. Indefinite-lived intangible assets primarily consist of trademarks and trade names and are tested for impairment using a relief-from-royalty method. The Company considers the implications of both external (e.g., market growth, competition and local economic conditions) and internal (e.g., product sales and expected product growth) factors and their potential impact on cash flows related to the intangible asset in both the near- and long-term. The Company considers the profitability of the business, among other factors, to determine the royalty rate for use in the impairment assessment.

While the Company believes that the estimates and assumptions underlying the valuation methodologies are reasonable, different estimates and assumptions could result in different outcomes.

Leases

Lessee arrangements

The Company leases certain administrative, production and other facilities, fleet vehicles, information technology equipment and other equipment under arrangements that are accounted for as operating leases. The Company determines whether an arrangement contains a lease at contract inception based on whether the arrangement involves the use of a physically distinct identified asset and whether the Company has the right to obtain substantially all of the economic benefits from the use of the asset throughout the period as well as the right to direct the use of the asset.

Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Right-of-use assets and the corresponding lease liabilities are recognized at commencement date based on the present value of lease payments for all leases with terms longer than twelve months. The majority of the Company's leases do not provide an implicit interest rate. To determine the present value of lease payments, the Company uses its incremental borrowing rate based on information available on the lease commencement date or the implicit rate if it is readily determinable. The Company determines its incremental borrowing rate based on a comparable

market yield curve consistent with its credit rating, term of the lease and relative economic environment. The Company has elected to combine lease and nonlease components for its leases.

Most leases contain options to renew or terminate the lease. Right-of-use assets and lease liabilities reflect only the options which the Company is reasonably certain to exercise.

The Company has certain real estate leases that contain variable lease payments which are based on changes in the Consumer Price Index ("CPI"). Additionally, the Company's leases generally require it to pay for fuel, maintenance, repair, insurance and taxes. These payments are not included in the right-of-use asset or lease liability and are expensed as incurred.

Lease expense is recognized on a straight-line basis over the lease term.

Lessor arrangements

The Company has monitoring services and maintenance agreements within its security business that include subscriber system assets for which the Company retains ownership. These agreements contain both lease and nonlease components. The Company has elected to combine lease and nonlease components for these arrangements where the timing and pattern of transfer of the lease and nonlease components are the same and the lease component would be classified as an operating lease if accounted for separately. The Company has concluded that in these arrangements the nonlease components are the predominant characteristic, and as a result, the combined component is accounted for under the revenue guidance.

Impairment of Long-Lived Assets

Long-lived assets, including right-of-use assets under operating leases, other tangible assets and intangible assets with definite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable. The Company conducts its long-lived asset impairment analyses in accordance with ASC 360-10-15, "Impairment or Disposal of Long-Lived Assets," ASC 350-30, "General Intangibles Other than Goodwill" and ASC 985-20, "Costs of Software to be Sold, Leased, or Marketed."

Assets and liabilities are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluates the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset group is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value based on discounted cash flow analysis or appraisals.

Intangible assets acquired in a business combination that are used in research and development activities are considered indefinite-lived until the completion or abandonment of the associated research and development efforts. During the period that those assets are considered indefinite lived, they are not amortized but are tested for impairment annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. If the carrying amount of an intangible asset exceeds its fair value, the Company recognizes an impairment loss in an amount equal to that excess.

Unamortized capitalized costs of a computer software product are compared to the net realizable value of the product. The amount by which the unamortized capitalized costs of a computer software product exceed the net realizable value of that asset is written off.

Revenue Recognition

Revenue from certain long-term contracts to design, manufacture and install building products and systems as well as unscheduled repair or replacement services is recognized on an over time basis, with progress towards completion measured using a cost-to-cost input method based on the relationship between actual costs incurred and total estimated costs at completion. The cost-to-cost input method is used as it best depicts the transfer of control to the customer that occurs as the Company incurs costs. Changes to the original estimates may be required during the life of the contract and such estimates are reviewed monthly. If contract modifications result in additional goods or services that are distinct from those transferred before the modification, they are accounted for prospectively as if the Company entered into a new contract. If the goods or services in the modification are not distinct from those in the original contract, sales and gross profit are adjusted using the cumulative catch-up method for revisions in estimated total contract costs and contract values. Estimated losses are recorded when identified. The Company does not adjust the promised amount of consideration for the effects of a significant financing component because at contract inception it expects to receive the payment within twelve months of transfer of goods or services.

The Company enters into extended warranties and long-term service and maintenance agreements with certain customers. For these arrangements, revenue is recognized over time on a straight-line basis over the respective contract term.

The Company also sells certain HVAC and refrigeration products and services in bundled arrangements with multiple performance obligations, such as equipment, commissioning, service labor and extended warranties. Approximately four to twenty-four months separate the timing of the first deliverable until the last piece of equipment is delivered. There may also be extended warranty arrangements with durations of one to five years commencing upon the end of the standard warranty period. In addition, the Company sells security monitoring systems that may have multiple performance obligations, including equipment, installation, monitoring services and maintenance agreements. Revenue associated with the sale of equipment and related installations are generally recognized over time on a cost-to-cost input method, while the revenue for monitoring and maintenance services are recognized over time as services are rendered. The transaction price is allocated to each performance obligation based on the relative standalone selling price method. In order to estimate relative standalone selling price, market data and transfer price studies are utilized. If the standalone selling price is not directly observable, the Company estimates the standalone selling price using an adjusted market assessment approach or expected cost plus margin approach. If the Company retains ownership of the subscriber system asset, fees for monitoring and maintenance services are recognized over the contract term on a straight-line basis. Non-refundable fees received in connection with the initiation of a monitoring contract, along with associated direct and incremental selling costs, are deferred and amortized over the estimated life of the contract.

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

The Company assesses variable consideration that may affect the total transaction price, including discounts, rebates, refunds, credits or other similar sources of variable consideration, when determining the transaction price of each contract. The Company includes variable consideration in the estimated transaction price when it is probable that significant reversal of revenue recognized would not occur when the uncertainty associated with variable consideration is subsequently resolved. These estimates are based on the amount of consideration that the Company expects to be entitled to.

Shipping and handling costs billed to customers are included in sales and the related costs are included in cost of sales when control transfers to the customer. The Company presents amounts collected from customers for sales and other taxes net of the related amounts remitted.

Subscriber System Assets, Dealer Intangibles and Related Deferred Revenue Accounts

The Company considers assets related to the acquisition of new customers in its electronic security business in three asset categories:

•Internally generated residential subscriber systems outside of North America;

•Internally generated commercial subscriber systems; and

•Customer accounts acquired through the ADT dealer program, primarily outside of North America (referred to as dealer intangibles).

Subscriber system assets include installed property, plant and equipment for which the Company retains ownership and deferred costs directly related to the customer acquisition and system installation. Subscriber system assets represent capitalized equipment (e.g., security control panels, touch pad, motion detectors, window sensors, and other equipment) and installation costs associated with electronic security monitoring arrangements under which the Company retains ownership of the security system assets in a customer's place of business or residence. Installation costs represent costs incurred to prepare the asset for its intended use. The Company pays property taxes on the subscriber system assets and may retrieve such assets when the agreement is terminated. These assets embody a probable future economic benefit as they generate future monitoring revenue for the Company.

Costs related to the subscriber system equipment and installation are categorized as property, plant and equipment rather than deferred costs. Deferred costs associated with subscriber system assets represent direct and incremental selling expenses (such as commissions) related to acquiring the customer. Commissions related to up-front consideration paid by customers in connection with the establishment of the monitoring arrangement are determined based on a percentage of the up-front fees and do not exceed deferred revenue. Such deferred costs are recorded as other current and noncurrent assets within the consolidated statements of financial position.

Subscriber system assets and any deferred revenue resulting from the customer acquisition are accounted for over the expected life of the subscriber. In certain geographical areas which have a large number of customers that behave in a similar manner over time, the Company accounts for subscriber system assets and related deferred revenue using pools, with separate pools for the components of subscriber system assets and any related deferred revenue based on the same month and year of acquisition. Pooled subscriber system assets and related deferred revenue are depreciated using a straight-line method with lives up to 12 years and considering customer attrition. Non-pooled subscriber systems (primarily in Europe, Latin America and Asia) and related deferred revenue are depreciated using a straight-line method with a 15-year life, with remaining balances written off upon customer termination.

Certain contracts and related customer relationships result from purchasing residential security monitoring contracts from an external network of independent dealers who operate under the ADT dealer program, primarily outside of North America. Acquired contracts and related customer relationships are recorded at their contractually determined purchase price. During the first 6 months (12 months in certain circumstances) after the purchase of the customer contract, any cancellation of monitoring service, including those that result from customer payment delinquencies, results in a chargeback by the Company to the dealer for the full amount of the contract purchase price. The Company records the amount charged back to the dealer as a reduction of the previously recorded intangible asset. Intangible assets arising from the ADT dealer program are amortized in pools determined by the same month and year of contract acquisition on a straight-line basis over the period of the customer relationship. The estimated useful life of dealer intangibles ranges from 12 to 15 years.

Research and Development Costs

Expenditures for research activities relating to product development and improvement are charged against income as incurred and primarily included within selling, general and administrative expenses in the consolidated statements of income. Such expenditures for the years ended September 30, 2024, 2023 and 2022 were $267 million, $251 million and $236 million, respectively.

Stock-Based Compensation

Restricted (Non-vested) Stock /Units

Restricted stock and restricted stock units are typically settled in shares for employees in the U.S. and in cash for employees not in the U.S. Restricted awards typically vest over a period of three years from the grant date. The Company's Compensation and Talent Development Committee may approve different vesting terms on specific grants. The fair value of each share-settled restricted award is based on the closing market value of the Company’s ordinary shares on the date of grant. The fair value of each cash-settled restricted award is recalculated at the end of each reporting period based on the closing market value of the Company's ordinary shares at the end of the reporting period, and the liability and expense are adjusted based on the new fair value.

Performance Share Awards

Performance-based share unit ("PSU") awards are generally contingent on the achievement of predetermined performance goals over a performance period of one to three years and on the award holder's continuous employment until the vesting date. The majority of PSUs are also indexed to the achievement of specified levels of total shareholder return versus a peer group over the performance period.

Upon completion of the performance period, earned PSUs are typically settled with shares of the Company's ordinary shares for employees in the U.S. and in cash for employees not in the U.S.

The fair value of the portion of the PSU which is linked to the achievement of performance goals is based on the closing market value of the Company's ordinary shares on the date of grant. Share-based compensation expense for these PSUs is recognized over the performance period based on the probability of achieving the performance targets.

The fair value of the portion of the PSU that is indexed to total shareholder return is estimated on the date of grant using a Monte Carlo simulation that uses the following assumptions:

•The risk-free interest rate for periods during the contractual life of the PSU is based on the U.S. Treasury yield curve in effect at the time of grant.

•The expected volatility is based on the historical volatility of the Company's stock over the most recent three-year period as of the grant date.

Share-based compensation expense for PSUs which are indexed to total shareholder return is not adjusted for changes in performance subsequent to the grant date because the likelihood of achieving the market condition is incorporated in the grant date fair value of the award.

Stock Options

Stock options are granted with an exercise price equal to the market price of the Company’s stock at the date of grant. Stock option awards typically vest between two and three years after the grant date and expire ten years from the grant date.

The fair value of each option is estimated on the date of grant using a Black-Scholes option valuation model that uses the following assumptions:

•The expected life of options represents the period of time that options granted are expected to be outstanding.

•The risk-free interest rate for periods during the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

•For grants in fiscal 2024 and 2023, expected volatility is based on the historical volatility of the Company's stock corresponding to the expected life as of the grant date. 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.

•The expected dividend yield is based on the expected annual dividend as a percentage of the market value of the Company’s ordinary shares as of the grant date.

The Company uses historical data to estimate option exercises and employee terminations within the valuation model.

Earnings Per Share

The Company presents both basic and diluted earnings per share ("EPS") amounts. Basic EPS is calculated by dividing net income attributable to Johnson Controls by the weighted average number of ordinary shares outstanding during the reporting period. Diluted EPS is calculated by dividing net income attributable to Johnson Controls by the weighted average number of ordinary shares and ordinary equivalent shares outstanding during the reporting period that are calculated using the treasury stock method for stock options, unvested restricted stock and unvested performance share awards. The treasury stock method assumes that the Company uses the proceeds from the exercise of stock option awards to repurchase ordinary shares at the average market price during the period. The assumed proceeds under the treasury stock method include the purchase price that the grantee will pay in the future and compensation cost for future service that the Company has not yet recognized. For unvested restricted stock and unvested performance share awards, assumed proceeds under the treasury stock method include unamortized compensation cost.

Foreign Currency Translation

Substantially all of the Company’s international operations use the respective local currency as the functional currency. Assets and liabilities of international entities have been translated at period-end exchange rates, and income and expenses have been translated using average exchange rates for the period. Monetary assets and liabilities denominated in non-functional currencies are adjusted to reflect period-end exchange rates. Aggregate transaction gains (losses), net of the impact of foreign currency hedges, included in income from continuing operations for the years ended September 30, 2024, 2023 and 2022 were $(10) million, $22 million and $33 million, respectively.

Derivative Financial Instruments

The Company has written policies and procedures that place all derivative financial instruments under the direction of Corporate treasury and restrict all derivative transactions to those intended for hedging purposes. The use of derivatives for speculative purposes is strictly prohibited. The Company selectively uses derivatives to manage the market risk from changes in foreign exchange rates, commodity prices, and interest rates.

The fair values of all derivatives are recorded in the consolidated statements of financial position. The change in a derivative’s fair value is recorded each period in current earnings or accumulated other comprehensive income ("AOCI"), depending on whether the derivative is designated as part of a hedge transaction and if so, the type of hedge transaction.

Investments

Investments in debt and equity securities and deferred compensation plan assets are marked to market at the end of each accounting period. Unrealized gains and losses are recognized in the consolidated statements of income.

Pension and Postretirement Benefits

The Company utilizes a mark-to-market approach for recognizing pension and postretirement benefit expenses, including measuring plan assets at fair value and recognizing actuarial gains and losses in the fourth quarter of each fiscal year or at the date of a remeasurement event.

Guarantees

The Company records an estimate for future warranty-related costs based on actual historical claims and other known factors. Based on analysis of return rates and other factors, the Company’s warranty provisions are adjusted as necessary. The Company monitors its warranty activity and adjusts its reserve estimates when it is probable that future warranty costs will be different from those estimates.

The Company’s product warranty liability is recorded in the consolidated statements of financial position in other current liabilities if the warranty is less than one year and in other noncurrent liabilities if the warranty extends longer than one year.

Loss Contingencies

Accruals are recorded for various contingencies including legal proceedings, environmental matters, self-insurance and other claims that arise in the normal course of business when it is probable a liability has been incurred and the amount of the liability can be reasonably estimated. The accruals are based on judgment, the probability of losses and, where applicable, the consideration of opinions of internal and/or external legal counsel and actuarial determined estimates. Additionally, the Company records receivables from third party insurers when recovery has been determined to be probable.

The Company is subject to laws and regulations relating to protecting the environment. Expenses associated with environmental remediation obligations are recognized when such amounts are probable and can be reasonably estimated.

Liabilities and expenses for workers' compensation, product, general and auto liabilities are dependent on claims experience. For most of these liabilities, claims incurred but not yet reported are estimated by utilizing actuarial valuations based upon historical claims experience. Receivables from third party insurers are recorded when recovery has been determined to be probable. The Company maintains captive insurance companies to manage its insurable liabilities.

Asbestos-Related Contingencies and Insurance Receivables

The Company and certain of its subsidiaries, along with numerous other companies, are named as defendants in personal injury lawsuits based on alleged exposure to asbestos-containing materials. The estimated liability and corresponding insurance recovery for pending and future claims and defense costs are based on the Company's historical claim experience, and estimates of the number and resolution cost of potential future claims that may be filed and is discounted to present values from the time that the costs are expected to be incurred which in some cases is not until 2068 (which is the Company's reasonable best estimate of the actuarial determined time period through which asbestos-related claims will be filed against its affiliates). Estimated asbestos-related defense costs are included in the asbestos liability. The Company's legal strategy for resolving claims also impacts these estimates. The Company considers various trends and developments in evaluating the period of time (the look-back period) over which historical claim and settlement experience is used to estimate and value claims reasonably projected to be made through 2068. At least annually, the Company assesses the sufficiency of its estimated liability for pending and future claims and defense costs by evaluating actual experience regarding claims filed, settled and dismissed, and amounts paid in settlements. In addition to claims and settlement experience, the Company considers additional quantitative and qualitative factors such as changes in legislation, the legal environment, and its defense strategy. The Company also evaluates the recoverability of its insurance receivable on an annual basis. The Company evaluates all of these factors and determines

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

The Company records asbestos-related insurance recoveries that are probable. Estimated asbestos-related insurance recoveries represent estimated amounts due to the Company for previously paid and settled claims and the probable reimbursements relating to its estimated liability for pending and future claims discounted to present value. In determining the amount of insurance recoverable, the Company considers available insurance, allocation methodologies, solvency and creditworthiness of the insurers.

Income Taxes

Deferred tax liabilities and assets are recognized for the expected future tax consequences of events that have been reflected in the consolidated financial statements. Deferred tax asset and liabilities are determined based on the differences between the book and tax basis of particular assets and liabilities and operating loss carryforwards, using tax rates in effect for the years in which the differences are expected to reverse. A valuation allowance is provided to reduce the carrying or book value of deferred tax assets if, based upon the available evidence, including consideration of tax planning strategies, it is more-likely-than-not that some or all of the deferred tax assets will not be realized.

New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In September 2022, the FASB issued ASU 2022-04, "Disclosure of Supplier Finance Program Obligations," which is intended to enhance the transparency surrounding the use of supplier finance programs. Supplier finance programs may also be referred to as reverse factoring, payables finance, or structured payables arrangements. The amendments require a buyer that uses supplier finance programs to make annual disclosures about the program’s key terms, the balance sheet presentation of related amounts, the confirmed amount outstanding at the end of the period, and associated rollforward information. Only the amount outstanding at the end of the period must be disclosed in interim periods. The Company adopted the new disclosures, other than the rollforward disclosure, as required at the beginning of fiscal 2024. The rollforward disclosure will be adopted as required at the beginning of fiscal 2025.

The Company maintains agreements with third-party financial institutions who offer voluntary supply chain financing ("SCF") programs to its suppliers. The SCF programs enable suppliers to sell their receivables to third-party financial institutions and receive payments earlier than the negotiated commercial terms between the suppliers and the Company, which generally range from 90 to 120 days. Suppliers sell receivables to third-party financial institutions on terms negotiated between the supplier and the respective third-party financial institution. The Company remains obligated to make payments under the terms of the original commercial arrangement regardless of whether the supplier receivable is sold, and does not pledge any assets as security or provide other forms of guarantees for the committed payment to the third-party financial institutions.

Amounts outstanding related to SCF programs are included in accounts payable in the consolidated statements of financial position. Accounts payable included in the SCF programs were approximately $703 million and $520 million as of September 30, 2024, and September 30, 2023, respectively.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses," which is intended to enhance transparency into the nature and function of expenses. The amendments require that on an annual and interim basis, entities disclose disaggregated operating expense information about specific categories, including purchases of inventory, employee compensation, depreciation, amortization and depletion. The Company expects to adopt the new annual disclosures as required for fiscal 2028 and the interim disclosures as required beginning with the first quarter of fiscal 2029.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures," which is intended to enhance the transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments require that on an annual basis, entities disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, the amendments require that entities disclose additional information about income taxes paid as well as additional disclosures of pretax income and income tax expense, and remove the requirement to disclose certain

items that are no longer considered cost beneficial or relevant. The Company expects to adopt the new annual disclosures as required for fiscal 2026.

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which is intended to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment and contain other disclosure requirements. The Company expects to adopt the new annual disclosures as required for fiscal 2025 and the interim disclosures as required beginning with the first quarter of fiscal 2026.

Other recently issued accounting pronouncements are not expected to have a material impact on the Company's consolidated financial statements.

2.ACQUISITIONS AND DIVESTITURES

Fiscal 2024

During fiscal 2024, the Company completed three divestitures, including the divestiture of its Air Distribution Technologies ("ADTi") business which was included within the Global Products segment. The combined selling price, net of cash divested, was $347 million, of which $332 million was received as of September 30, 2024. In connection with the closing of the ADTi transaction, the Company recorded a pre-tax loss of $42 million within selling, general and administrative expenses in the consolidated statements of income. An impairment of $56 million was recorded within restructuring and impairment costs in the consolidated statements of income while the business was classified as held for sale. Net cash proceeds from the divestitures were used for general corporate purposes. The businesses did not meet the criteria to be classified as discontinued operations as the divestitures did not represent a strategic shift that will have a major effect on the Company's operations and financial results.

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.

3. ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS

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. The R&LC HVAC business, which was previously reported in the Global Products segment, meets the criteria to be classified as discontinued operations as it represents a strategic shift in the Company's operations and results in the exit of substantially all of its residential and light commercial HVAC businesses. As a result, results of the business are presented in discontinued operations for all periods presented.

The Company determined that the assets and liabilities for the R&LC HVAC business met the held for sale criteria during the fourth quarter of 2024. 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):


	Year Ended September 30,
	2024		2023		2022
Net sales	$	4,466	$	4,462	$	4,662
Cost of goods sold	3,300		3,295		3,409
Gross profit	1,166		1,167		1,253
Selling, general and administrative expenses	761		794		867
Restructuring and impairment costs	34		15		20
Net financing charges	17		23		8
Equity income	276		262		240
Income from discontinued operations before income taxes	630		597		598
Provision for income taxes on discontinued operations	141		145		169
Income from discontinued operations, net of tax	489		452		429
Income from discontinued operations attributable to noncontrolling interest, net of tax	191		165		176
Income from discontinued operations	$	298	$	287	$	253

The following table summarizes the assets and liabilities of the R&LC HVAC business which were classified as held for sale (in millions):


	September 30,
	2024		2023

Cash	$	5	$	7
Accounts receivable - net	592		512
Inventories	876		904
Other current assets	122		129
Current assets held for sale	1,595		1,552

Property, plant and equipment - net	793		762
Goodwill	1,182		1,164
Other intangible assets - net	96		116
Investments in partially-owned affiliates	949		905
Other noncurrent assets	190		158
Noncurrent assets held for sale	3,210		3,105
Total assets classified as held for sale	$	4,805	$	4,657


Short-term debt	$	—	$	24

Accounts payable	917		770
Accrued compensation and benefits	113		111
Deferred revenue	84		73
Other current liabilities	317		397
Current liabilities held for sale	1,431		1,375


Pension and postretirement benefit obligations	28		27
Other noncurrent liabilities	377		380
Noncurrent liabilities held for sale	405		407
Total liabilities classified as held for sale	$	1,836	$	1,782

Assets and liabilities classified as held for sale are required to be recorded at the lower of carrying value or fair value less costs to sell. As of September 30, 2024, the estimated fair value less costs to sell of the held for sale businesses exceeded their carrying value, and therefore, no adjustment was necessary.

During the year ended September 30, 2023, the Company recorded impairment charges for the Global Retail business of $438 million and the Building Solutions Asia Pacific segment of $60 million. The impairment charges were primarily due to reductions in the estimated fair values of the businesses to be disposed as a result of negotiations with potential buyers and were recorded within restructuring and impairment costs in the consolidated statements of income. During the third quarter of fiscal 2023, the Company concluded that its Global Retail business no longer met the criteria to be classified as held for sale, as it was no longer probable that it would be sold in the next 12 months. The net assets were reclassified to held and used at the lower of fair value or adjusted carrying value, and due to prior period impairment charges recorded, there was no impact to the consolidated statements of income as a result of this reclassification.

4.REVENUE RECOGNITION

Disaggregated Revenue

The following table presents the Company's revenues disaggregated by segment and by products and systems versus services revenue (in millions):


	Year Ended September 30,
	2024						2023
	Products & Systems		Services		Total		Products & Systems		Services		Total

Building Solutions North America	$	7,099	$	4,249	$	11,348	$	6,368	$	3,962	$	10,330
Building Solutions EMEA/LA	2,314		1,982		4,296		2,275		1,821		4,096
Building Solutions Asia Pacific	1,483		754		2,237		1,987		759		2,746
Global Products	5,071		—		5,071		5,159		—		5,159

Total	$	15,967	$	6,985	$	22,952	$	15,789	$	6,542	$	22,331

The following table presents further disaggregation of Global Products revenues by product type (in millions):


	Year Ended September 30,
	2024		2023
HVAC	$	2,280	$	2,358
Fire & Security	2,370		2,446
Industrial Refrigeration	421		355
Total	$	5,071	$	5,159

Contract Balances

Contract assets represent the Company’s right to consideration for performance obligations that have been satisfied but not billed and consist of unbilled receivables and costs in excess of billings. Contract liabilities are customer payments received before performance obligations are satisfied. Contract balances are classified as assets or liabilities on a contract-by-contract basis at the end of each reporting period.

The following table presents the location and amount of contract balances in the Company's consolidated statements of financial position (in millions):


		September 30,
	Location of contract balances	2024		2023
Contract assets - current	Accounts receivable - net	$	1,931	$	2,339
Contract assets - noncurrent	Other noncurrent assets	11		12
Contract liabilities - current	Deferred revenue	2,160		1,923
Contract liabilities - noncurrent	Other noncurrent liabilities	252		225

The Company recognized revenue that was included in the beginning of period contract liability balance of approximately $1.7 billion and $1.5 billion for the years ended September 30, 2024 and 2023, respectively.

Performance Obligations

A performance obligation is a distinct good, service, or bundle of goods and services promised in a contract. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. When contracts with customers require significant and complex integration, contain goods or services which are highly interdependent or interrelated, or are goods or services which significantly modify or customize other promises in the contracts and, therefore, are not distinct, then the entire contract is accounted for as a single performance obligation. For any contracts with multiple performance obligations, the contract’s transaction price is allocated to each performance obligation based on the estimated relative standalone selling price of each distinct good or service in the contract. For product sales, each product sold to a customer typically represents a distinct performance obligation.

Performance obligations are satisfied as of a point in time or over time. The timing of satisfying the performance obligation is typically indicated by the terms of the contract. As of September 30, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $21.1 billion, of which approximately 64% is expected to be recognized as revenue over the next two years. The remaining performance obligations expected to be recognized in revenue beyond two years primarily relate to large, multi-purpose contracts to construct hospitals, schools and other governmental buildings, which include services to be performed over the building's lifetime, with average initial contract terms of 25 to 35 years. Future contract modifications could affect both the timing and the amount of the remaining performance obligations. The Company excludes the value of remaining performance obligations for service contracts with an original expected duration of one year or less and contracts that are cancellable without substantial penalty.

Costs to Obtain or Fulfill a Contract

The Company recognizes the incremental costs incurred to obtain or fulfill a contract with a customer as an asset when the costs are recoverable. These costs consist primarily of sales commissions and bid/proposal costs. Costs to obtain or fulfill a contract are capitalized when incurred and amortized to expense over the period of contract performance.

The following table presents the location and amount of costs to obtain or fulfill a contract recorded in the Company's consolidated statements of financial position (in millions):


	September 30,
	2024		2023
Other current assets	$	265	$	156
Other noncurrent assets	291		224
Total	$	556	$	380

Amortization of costs to obtain or fulfill a contract was $312 million and $251 million during the years ended September 30, 2024 and 2023, respectively. There were no impairment losses recognized in the year ended September 30, 2024 or 2023.

5. ACCOUNTS RECEIVABLE

The Company discontinued its receivable factoring program in March 2024. The Company sold $641 million and $1,717 million of accounts receivable under factoring agreements during the years ended September 30, 2024, and 2023, respectively. The cost of factoring such receivables was not material. Previously sold receivables still outstanding were $16 million and $615 million as of September 30, 2024 and 2023, respectively.

6. INVENTORIES

Inventories consisted of the following (in millions):


	September 30,
	2024		2023

Raw materials and supplies	$	765	$	859
Work-in-process	130		180
Finished goods	879		833
Inventories	$	1,774	$	1,872

7. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following (in millions):


	September 30,
	2024		2023

Buildings and improvements	$	1,033	$	1,042
Subscriber systems	973		823
Machinery and equipment	3,374		3,309
Construction in progress	418		442
Land	48		50
Total property, plant and equipment	5,846		5,666
Less: Accumulated depreciation	(3,443)		(3,292)
Property, plant and equipment - net	$	2,403	$	2,374

During the fourth quarter of fiscal 2023, the Company determined that a triggering event had occurred in the asset group comprising the security subscriber business of Argentina, primarily as a result of the significant devaluation of the Argentine peso that occurred during the quarter and the resulting impact on operating results and cash flows. The Company conducted the two-step impairment test required in accordance with ASC 360, "Property, Plant & Equipment" and determined that the carrying amount of the asset group exceeded its fair value. A non-cash impairment charge to the subscriber system assets of $78 million was recorded and is included in restructuring and impairment costs in the consolidated statements of income. The Company used a discounted cash flow model to estimate the fair value of the asset group. The primary assumptions and inputs used in the model included management's internal projections of future cash flows, the weighted-average cost of capital and the long-term growth rate. The fair value measurement is classified as Level 3 within the fair value hierarchy as defined in ASC 820, "Fair Value Measurement" due to the unobservable inputs used.

8. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

The changes in the carrying amount of goodwill in each of the Company’s reportable segments were as follows (in millions):


	Year Ended September 30, 2024
	Building Solutions North America		Building Solutions EMEA/LA		Building Solutions Asia Pacific		Global Products		Total
Goodwill	$	10,040	$	1,932	$	1,179	$	4,586	17,737
Accumulated impairment loss	(659)		(47)		—		(259)		(965)
Balance at beginning of period	9,381		1,885		1,179		4,327		16,772


Impairments	—		(230)		—		—		(230)
Foreign currency translation and other (1)	10		107		48		18		183
Balance at end of period	$	9,391	$	1,762	$	1,227	$	4,345	$	16,725

(1) Includes measurement period adjustments and the allocation of $21 million of goodwill from Global Products to the ADTi disposal group classified as held for sale in June 2024 and subsequently divested in July 2024. Refer to Note 2, "Acquisitions and Divestitures" of the notes to the consolidated financial statements for further information.


	Year Ended September 30, 2023
	Building Solutions North America		Building Solutions EMEA/LA		Building Solutions Asia Pacific		Global Products		Total
Goodwill	$	9,630	$	1,794	$	1,116	$	4,416	16,956
Accumulated impairment loss	(659)		(47)		—		(75)		(781)
Balance at beginning of period	8,971		1,747		1,116		4,341		16,175
Acquisitions	399		13		55		119		586

Impairments	—		—		—		(184)		(184)
Foreign currency translation and other	11		125		8		51		195
Balance at end of period	$	9,381	$	1,885	$	1,179	$	4,327	$	16,772

Management completed its fiscal 2024 annual impairment test as of July 31, which included a qualitative assessment of all but one of its reporting units. The Company did not identify any qualitative factors that suggest that it is more likely than not that the fair value of its reporting units is less than their carrying amount, including goodwill, and as such, a quantitative impairment test was not necessary. The Company performed a quantitative goodwill impairment test of one reporting unit with $214 million of goodwill, and its fair value was in excess of its carrying value. However, for this reporting unit, a 200 basis point increase in the discount rate, or a 200 basis point decrease in the revenue growth rates, would cause the fair value to be less than the carrying value. While no impairment was recorded, it is possible that future changes in circumstances could result in a non-cash impairment charge.

In the second quarter of fiscal 2024, the Company determined a triggering event had occurred for one of its reporting units in the Business Solutions EMEA/LA segment due to year-to-date results and projections for the remainder of fiscal 2024 being lower than the forecast used in the previous annual goodwill impairment test, and a quantitative test of goodwill for possible impairment was necessary. As a result of the goodwill impairment test, the Company recorded a non-cash impairment charge of $230 million within restructuring and impairment costs in the consolidated statements of income, which was determined by comparing the carrying amount of the reporting unit to its fair value. The Company used a discounted cash flow model to estimate the fair value of the reporting unit. The primary assumptions used in the model were management's internal projections of future cash flows, the weighted-average cost of capital and the long-term growth rate, which are classified as Level 3 inputs within the fair value hierarchy as defined in ASC 820, "Fair Value Measurement."

In the second quarter of fiscal 2023, management completed an updated comprehensive review of the Silent-Aire reporting unit, which is included in the Global Products segment. Because actual results were lower than planned and the nearer term forecast was revised to reflect lower margins and earnings, the Company determined a triggering event had occurred and a quantitative test of goodwill for possible impairment was necessary. As a result of the goodwill impairment test, the Company recorded a non-cash impairment charge of $184 million within restructuring and impairment costs in the consolidated statements of income in fiscal 2023, which was determined by comparing the carrying amount of the reporting unit to its fair value. During its fiscal 2022 annual impairment test, the Company recorded a non-cash impairment charge of $75 million of Silent Aire goodwill within restructuring and impairment costs in the consolidated statements of income. The Company used a discounted cash flow model to estimate the fair value of the Silent-Aire reporting unit in both fiscal 2023 and 2022. The primary assumptions and inputs used in the model included management's internal projections of future cash flows, the weighted-average cost of capital and the long-term growth rate. The fair value measurement is classified as Level 3 within the fair value hierarchy as defined in ASC 820, "Fair Value Measurement" due to the unobservable inputs used. The Silent-Aire reporting unit had no remaining goodwill balance as of September 30, 2024 and 2023.

During fiscal 2022, the Company concluded it had a triggering event requiring assessment of goodwill impairment for its North America Retail reporting unit in conjunction with classifying its Global Retail business as held for sale. As a result, the Company recorded a non-cash impairment charge of $235 million within restructuring and impairment costs in the consolidated statements of income in fiscal 2022. The North America Retail reporting unit had no remaining goodwill balance as of September 30, 2024 and 2023. The Company used the market approach to estimate the fair value of the reporting unit based on the relative estimated sales proceeds for the planned disposal of the Global Retail business attributable to the North America Retail reporting unit. The inputs utilized in the analysis are classified as Level 3 inputs within the fair value hierarchy as defined in ASC 820, "Fair Value Measurement."

There were no other triggering events requiring that an impairment assessment be conducted in fiscal 2024, 2023 or 2022. However, it is possible that future changes in circumstances would require the Company to record additional non-cash impairment charges.

Other Intangible Assets

The Company’s other intangible assets, primarily from business acquisitions, consisted of (in millions):


	September 30,
	2024						2023
	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Definite-lived intangible assets
Technology	$	1,592	$	(955)	$	637	$	1,562	$	(795)	$	767
Customer relationships	2,632		(1,517)		1,115		2,854		(1,380)		1,474
Miscellaneous	886		(480)		406		831		(409)		422
	5,110		(2,952)		2,158		5,247		(2,584)		2,663
Indefinite-lived intangible assets


Trademarks/tradenames	1,972		—		1,972		2,109		—		2,109
Total intangible assets	$	7,082	$	(2,952)	$	4,130	$	7,356	$	(2,584)	$	4,772

During the fourth quarter of fiscal 2024, the Company impaired $32 million and $13 million of miscellaneous intangible assets in the Global Products segment and Building Solutions North America segment, respectively. These non-cash charges were recorded within restructuring and impairment costs in the consolidated statement of income.

During the fourth quarter of fiscal 2023, the Company impaired $18 million of miscellaneous intangible assets in the Global Products segment and $10 million of a trademark in the Building Solutions Asia Pacific segment. These non-cash charges were recorded within restructuring and impairment costs in the consolidated statements of income.

There were no impairments of other indefinite-lived intangible assets in any of these years, other than as disclosed above. For all other remaining indefinite-lived intangible assets, the Company estimated fair values were greater than the carrying values, with the exception of two other registered trademarks in which the estimated fair values were consistent with their carrying values which totaled $335 million as of July 31, 2024.

Amortization of other intangible assets included within continuing operations for the years ended September 30, 2024, 2023 and 2022 was $476 million, $426 million and $413 million, respectively.

The following table summarizes estimated amortization of existing definite-lived intangible assets as of September 30, 2024 for each of the next five fiscal years (in millions):


2025	$	453
2026	400
2027	365
2028	276
2029	183

9. LEASES

The following table presents the Company’s lease costs (in millions):


	Year Ended September 30,
	2024		2023		2022
Operating lease cost	$	374	$	365	$	334
Variable lease cost	170		154		160
Total lease costs	$	544	$	519	$	494

The following table presents supplemental consolidated statement of financial position information (in millions):


		September 30,
	Location of lease balances	2024			2023
Operating lease right-of-use assets	Other noncurrent assets	$	1,170		$	1,301
Operating lease liabilities - current	Other current liabilities	289			298
Operating lease liabilities - noncurrent	Other noncurrent liabilities	921			1,016

Weighted-average remaining lease term		7 years			7 years
Weighted-average discount rate		3.8		%	3.5		%

The following table presents supplemental cash flow information related to operating leases (in millions):


	Year Ended September 30,
	2024		2023		2022
Cash paid for amounts included in the measurement of lease liability:
Operating cash outflows from operating leases	$	377	$	355	$	349
Noncash operating lease activity:
Right-of-use assets obtained in exchange for operating lease liabilities	354		389		358

The following table presents future minimum rental payments for operating lease liabilities as of September 30, 2024 (in millions):


2025	$	326
2026	265
2027	207
2028	155
2029	106
After 2029	314
Total operating lease payments	1,373
Less: Interest	(163)
Present value of lease payments	$	1,210

10. DEBT AND FINANCING ARRANGEMENTS

Short-Term Debt

Short-term debt consisted of the following (in millions):


	September 30,
	2024			2023
Term loans	$	603		$	159
Commercial paper	350			200
Bank borrowings	—			2
	$	953		$	361
Weighted average interest rate on short-term debt outstanding	4.8		%	4.9		%

Long-Term Debt

Long-term debt consisted of the following (in millions; due dates by fiscal year):


			September 30,
Issuer	Interest Rate	Due Date	2024		2023
US dollar debt
JCI plc	3.625%	2024	$	—	$	453
JCI Inc.	3.625%	2024	—		31
JCI plc	3.90%	2026	487		487
TIFSA1	3.90%	2026	51		51
JCI plc and TFSCA2	5.50%	2029	700		—
JCI plc and TFSCA2	1.75%	2030	625		625
JCI plc and TFSCA2	2.00%	2031	500		500
JCI plc and TFSCA2	4.90%	2033	400		400
JCI plc	6.00%	2036	342		342
JCI Inc.	6.00%	2036	8		8
JCI plc	5.70%	2041	190		190
JCI Inc.	5.70%	2041	30		30
JCI plc	5.25%	2042	155		155
JCI Inc.	5.25%	2042	6		6
JCI plc	4.625%	2044	444		444
JCI Inc.	4.625%	2044	6		6
JCI plc	5.125%	2045	253		372
TIFSA1	5.125%	2045	23		23
JCI plc	6.95%	2046	32		32
JCI Inc.	6.95%	2046	4		4
JCI plc	4.50%	2047	500		500
JCI plc	4.95%	2064	341		341
JCI Inc.	4.95%	2064	15		15
Euro debt
JCI plc	EURIBOR plus 0.70%	2024	—		159
JCI plc	1.375%	2025	472		448
TIFSA1	1.375%	2025	60		57
JCI plc and TFSCA2	0.375%	2027	559		530
JCI plc and TFSCA2	3.00%	2028	670		636
JCI plc and TFSCA2	1.00%	2032	559		530
JCI plc and TFSCA2	4.25%	2035	894		849
Japanese yen debt
JCI plc	TORF plus 0.40%	2027	211		202
Other			31		36
Gross long-term debt			8,568		8,462
Less:
Debt issuance costs			38		35
Net unamortized discount			38		41
Net purchase accounting adjustments			(48)		(77)
			8,540		8,463
Less: Current portion			536		645
Long-term debt			$	8,004	$	7,818

1 TIFSA = Tyco International Finance S.A.

2 TFSCA = Tyco Fire & Security Finance S.C.A.

The following table presents maturities of long-term debt as of September 30, 2024 (in millions):



2025	$	536
2026	544
2027	776
2028	676
2029	707
After 2029	5,329
Total	$	8,568

Other

As of September 30, 2024, the Company had syndicated committed revolving credit facilities of $2.5 billion which is scheduled to expire in December 2028 and $500 million which is scheduled to expire in December 2024. There were no draws on the facilities as of September 30, 2024.

As of September 30, 2024, the Company was in compliance with all financial covenants set forth in its credit agreements and the indentures governing its outstanding notes, and expects to remain in compliance for the foreseeable future.

Total interest paid on both short and long-term debt for the years ended September 30, 2024, 2023 and 2022 was $361 million, $288 million and $222 million, respectively.

11. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Unless otherwise noted, all activities and amounts reported in this footnote include both continuing operations of the Company and activities and amounts related to the R&LC HVAC business. See Note 3, "Assets and Liabilities Held for Sale and Discontinued Operations" for additional details regarding divestiture of the R&LC HVAC business.

Cash Flow Hedges

The Company has global operations and participates in foreign exchange markets to minimize its risk of loss from fluctuations in foreign currency exchange rates. The Company selectively hedges anticipated transactions that are subject to foreign exchange rate risk primarily using foreign currency exchange forward contracts. The Company hedges 70% to 90% of the notional amount of each of its known foreign exchange transactional exposures.

The Company selectively hedges anticipated transactions that are subject to commodity price risk, primarily using commodity hedge contracts, to minimize overall price risk associated with its purchases of copper and aluminum in cases where commodity price risk cannot be naturally offset or hedged through supply base fixed price contracts. Commodity risks are systematically managed pursuant to policy guidelines. The maturities of the commodity hedge contracts coincide with the expected purchase of the commodities.

As cash flow hedges under ASC 815, "Derivatives and Hedging," the hedge gains or losses due to changes in fair value are initially recorded as a component of AOCI and are subsequently reclassified into earnings when the hedged transactions occur and affect earnings. These contracts were highly effective in hedging the variability in future cash flows attributable to changes in currency exchange rates during the years ended September 30, 2024 and 2023.

The Company had the following outstanding contracts to hedge forecasted commodity purchases (in metric tons):


	Volume Outstanding as of September 30,
Commodity	2024	2023
Copper	2,676	2,812
Aluminum	2,450	5,976

The Company may enter into forward-starting interest rate swaps in conjunction with anticipated note issuances. The forward-starting interest swaps are terminated when the anticipated notes are issued.

During fiscal 2024, the Company terminated $600 million of forward-starting interest rate swaps related to an anticipated note issuance that was no longer highly likely to occur. Accumulated amounts previously recorded in AOCI were not material and were recognized as net financing charges in the consolidated statements of income when the swaps were terminated.

During fiscal 2023, the Company terminated forward-starting interest rate swaps with a combined notional amount of €400 million when the related anticipated debt was issued. Accumulated amounts recorded in AOCI as of the date of the debt issuance are amortized to interest expense over the life of the respective debt to reflect the difference between the swap's reference rate and the fixed rate of the note.

Net Investment Hedges

The Company may enter into cross-currency interest rate swaps and foreign currency denominated debt obligations to selectively hedge portions of its net investment in non-U.S. subsidiaries. The currency effects of the cross-currency interest rate swaps and debt obligations are reflected in the AOCI account within shareholders’equity attributable to Johnson Controls ordinary shareholders where they offset gains and losses recorded on the Company’s net investments globally.

The following table summarizes net investment hedges (in billions):


	September 30,
	2024		2023
Euro-denominated bonds designated as net investment hedges in Europe	€	2.9	€	2.9
Yen-denominated debt designated as a net investment hedge in Japan	¥	30	¥	30
US dollar vs. Yen cross-currency interest rate swap designated as a net investment hedge in Japan	—		¥	14

Derivatives Not Designated as Hedging Instruments

The Company holds certain foreign currency forward contracts not designated as hedging instruments under ASC 815 to hedge foreign currency exposure resulting from monetary assets and liabilities denominated in nonfunctional currencies. The changes in fair value of these foreign currency exchange derivatives are recorded in the consolidated statements of income where they offset foreign currency transactional gains and losses on the nonfunctional currency denominated assets and liabilities being hedged.

Fair Value of Derivative Instruments

The following table presents the location and fair values of derivative instruments and hedging activities included in the Company’s consolidated statements of financial position (in millions):


	Designated as Hedging Instruments				Not Designated as Hedging Instruments
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Other current assets
Foreign currency exchange derivatives	$	19	$	16	$	1	$	13

Commodity derivatives	2		—		—		—
Interest rate swaps	—		22		—		—
Other noncurrent assets
Cross-currency interest rate swap	—		5		—		—
Total assets	$	21	$	43	$	1	$	13

Other current liabilities
Foreign currency exchange derivatives	$	24	$	20	$	1	$	5
Commodity derivatives	1		2		—		—


Long-term debt
Foreign currency denominated debt	3,424		3,253		—		—
Total liabilities	$	3,449	$	3,275	$	1	$	5

Counterparty Credit Risk

The use of derivative financial instruments exposes the Company to counterparty credit risk. The Company has established policies and procedures to limit the potential for counterparty credit risk, including establishing limits for credit exposure and continually assessing the creditworthiness of counterparties. As a matter of practice, the Company deals with major banks worldwide having strong investment grade long-term credit ratings. To further reduce the risk of loss, the Company generally enters into International Swaps and Derivatives Association ("ISDA") master netting agreements with substantially all of its counterparties. The Company enters into ISDA master netting agreements with counterparties that permit the net settlement of amounts owed under the derivative contracts. The master netting agreements generally provide for net settlement of all outstanding contracts with a counterparty in the case of an event of default or a termination event. The Company has not elected to offset the fair value positions of the derivative contracts recorded in the consolidated statements of financial position.

The Company's derivative contracts do not contain any credit risk related contingent features and do not require collateral or other security to be furnished by the Company or the counterparties. The Company's exposure to credit risk associated with its derivative instruments is measured on an individual counterparty basis, as well as by groups of counterparties that share similar attributes. The Company does not anticipate any non-performance by any of its counterparties, and the concentration of risk with financial institutions does not present significant credit risk to the Company.

The gross and net amounts of derivative assets and liabilities were as follows (in millions):


	Fair Value of Assets				Fair Value of Liabilities
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Gross amount recognized	$	22	$	56	$	3,450	$	3,280
Gross amount eligible for offsetting	(12)		(19)		(12)		(19)
Net amount	$	10	$	37	$	3,438	$	3,261

Derivatives Impact on the Statements of Income and Statements of Comprehensive Income

The following table presents the pre-tax gains (losses) recorded in other comprehensive income (loss) related to cash flow hedges (in millions):


Derivatives in Cash Flow Hedging Relationships	Year Ended September 30,
	2024		2023		2022
Foreign currency exchange derivatives	$	(1)	$	(13)	$	26
Commodity derivatives	5		1		(21)
Interest rate swaps	(21)		27		16
Total	$	(17)	$	15	$	21

The following table presents the location and amount of the pre-tax gains (losses) on cash flow hedges reclassified from AOCI into the Company’s consolidated statements of income (in millions):


Derivatives in Cash Flow Hedging Relationships	Location of Gain (Loss) Reclassified from AOCI into Income	Year Ended September 30,
		2024		2023		2022
Foreign currency exchange derivatives	Cost of sales	$	1	$	(4)	$	25

Commodity derivatives	Cost of sales	—		(8)		(7)
Interest rate swaps	Net financing charges	—		—		(2)
Total		$	1	$	(12)	$	16

The following table presents the location and amount of pre-tax gains (losses) on derivatives not designated as hedging instruments recognized in the Company’s consolidated statements of income (in millions):


Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income on Derivative	Year Ended September 30,
		2024		2023		2022
Foreign currency exchange derivatives	Cost of sales	$	(5)	$	(16)	$	10
Foreign currency exchange derivatives	Net financing charges	43		(103)		85
Foreign currency exchange derivatives	Selling, general and administrative	(1)		—		—


Interest rate swaps	Net financing charges	—		1		—
Equity swap	Selling, general and administrative	—		—		(5)
Total		$	37	$	(118)	$	90

The following table presents pre-tax gains (losses) on net investment hedges recorded as foreign currency translation adjustments ("CTA") within other comprehensive income (loss) (in millions):


	Year Ended September 30,
	2024		2023		2022
Net investment hedges	$	(173)	$	(223)	$	470

No gains or losses were reclassified from CTA into income for the years ended September 30, 2024, 2023 and 2022.

12. FAIR VALUE MEASUREMENTS

The following tables present the Company’s fair value hierarchy for those assets and liabilities measured at fair value (in millions):


	Fair Value Measurements Using:
	Total as of September 30, 2024		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Other current assets
Foreign currency exchange derivatives	$	20	$	—	$	20	$	—
Commodity derivatives	2		—		2		—


Other noncurrent assets

Deferred compensation plan assets	56		56		—		—
Exchange traded funds (fixed income)1	81		81		—		—
Exchange traded funds (equity)1	200		200		—		—

Total assets	$	359	$	337	$	22	$	—
Other current liabilities
Foreign currency exchange derivatives	$	25	$	—	$	25	$	—

Commodity derivatives	1		—		1		—
Contingent earn-out liabilities	14		—		—		14
Other noncurrent liabilities

Contingent earn-out liabilities	14		—		—		14
Total liabilities	$	54	$	—	$	26	$	28

1Classified as restricted investments for payment of asbestos liabilities. Refer to Note 21, "Commitments and Contingencies" of the notes to consolidated financial statements for further details.


	Fair Value Measurements Using:
	Total as of September 30, 2023		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Other current assets
Foreign currency exchange derivatives	$	29	$	—	$	29	$	—
Interest rate swaps	22		—		22		—


Other noncurrent assets
Cross-currency interest rate swaps	5		—		5		—
Deferred compensation plan assets	45		45		—		—
Exchange traded funds (fixed income)1	76		76		—		—
Exchange traded funds (equity)1	155		155		—		—

Total assets	$	332	$	276	$	56	$	—
Other current liabilities
Foreign currency exchange derivatives	$	25	$	—	$	25	$	—
Commodity derivatives	2		—		2		—
Contingent earn-out liabilities	48		—		—		48
Other noncurrent liabilities
Contingent earn-out liabilities	76		—		—		76
Total liabilities	$	151	$	—	$	27	$	124

1Classified as restricted investments for payment of asbestos liabilities. Refer to Note 21, "Commitments and Contingencies" of the notes to consolidated financial statements for further details.

The following table summarizes the changes in contingent earn-out liabilities, which are valued using significant unobservable inputs (Level 3) (in millions):



Balance at September 30, 2023	$	124

Payments	(26)
Reduction for change in estimates	(71)
Currency translation	1
Balance at September 30, 2024	$	28

Valuation Methods

Commodity derivatives: The commodity derivatives are valued under a market approach using publicized prices, where available, or dealer quotes.

Contingent earn-out liabilities: The contingent earn-out liabilities are generally established using a Monte Carlo simulation based on the forecasted operating results and the earn-out formulas specified in the purchase agreements.

Cross-currency interest rate swaps: The fair value of cross-currency interest rate swaps represents the difference between the swap's reference rate and exchange rate and the interest and exchange rates for a similar instrument as of the reporting period. Cross-currency interest rate swaps are valued under a market approach using publicized prices.

Deferred compensation plan assets: Assets held in the deferred compensation plans will be used to pay benefits under certain of the Company's non-qualified deferred compensation plans. The investments primarily consist of mutual funds which are publicly traded on stock exchanges and are valued using a market approach based on the quoted market prices. Unrealized gains (losses) on the deferred compensation plan assets are recognized in the consolidated statements of income where they offset unrealized gains and losses on the related deferred compensation plan liability.

Exchange traded funds: Investments in exchange traded funds are valued using a market approach based on quoted market prices, where available, or broker/dealer quotes of identical or comparable instruments. Refer to Note 21, "Commitments and Contingencies," of the notes to consolidated financial statements for further information.

Foreign currency exchange derivatives: The foreign currency exchange derivatives are valued under a market approach using publicized spot and forward prices.

Interest rate swaps: The fair value of interest rate swaps represents the difference between the swap's reference rate and the interest rate for a similar instrument as of the reporting period. Interest rate swaps are valued under a market approach using publicized prices.

The following table presents the portion of unrealized gains recognized in the consolidated statements of income that relate to equity securities still held at September 30, 2024 and 2023 (in millions):


	Year Ended September 30,
	2024		2023
Deferred compensation plan assets	$	10	$	5
Investments in exchange traded funds	58		24

The fair values of cash and cash equivalents, accounts receivable, short-term debt and accounts payable approximate their carrying values.

The fair value of long-term debt was as follows (in billions):


	September 30,
	2024		2023
Public debt	$	8.1	$	7.1
Other long-term debt	0.2		0.4
Total fair value of long-term debt	$	8.3	$	7.5

The fair value of public debt was determined primarily using market quotes which are classified as Level 1 inputs within the ASC 820 fair value hierarchy. The fair value of other long-term debt was determined using quoted market prices for similar instruments and are classified as Level 2 inputs within the ASC 820 fair value hierarchy.

13. STOCK-BASED COMPENSATION

The Johnson Controls International plc 2021 Equity and Incentive Plan authorizes stock options, stock appreciation rights, restricted (non-vested) stock/units, performance shares, performance units and other stock-based awards. The Compensation and Talent Development Committee of the Company's Board of Directors determines the types of awards to be granted to individual participants and the terms and conditions of the awards. Annual awards are typically granted in the first quarter of the fiscal year. As of September 30, 2024, there were 55 million shares of the Company's common stock reserved and 36 million shares available for issuance under the 2021 Equity and Incentive Plan.

The following table summarizes stock-based compensation related charges and benefits (in millions):


	Year Ended September 30,
	2024		2023		2022
Compensation expense	$	100	$	101	$	104
Income tax benefit resulting from share-based compensation arrangements	25		25		26
Tax impact from exercise and vesting of equity settled awards	1		7		12

Compensation expense is recorded in selling, general and administrative expenses. The Company does not settle stock options granted under share-based payment arrangements in cash.

Restricted (Non-vested) Stock / Units

A summary of non-vested restricted stock awards at September 30, 2024, and changes for the year then ended, is presented below:


	Weighted Average Price		Shares/Units Subject to Restriction
Non-vested, September 30, 2023	$	64.90	2,807,113
Granted	55.05		2,090,092
Vested	63.75		(1,315,306)
Forfeited	61.42		(677,796)
Non-vested, September 30, 2024	$	59.29	2,904,103

At September 30, 2024, the Company had approximately $120 million of total unrecognized compensation cost related to non-vested restricted stock arrangements granted which is expected to be recognized over a weighted-average period of 1.8 years.

Performance Share Awards (PSU's)

The following table summarizes the assumptions used in determining the fair value of performance share awards granted:


	Year Ended September 30,
	2024	2023	2022
Risk-free interest rate	4.21%	4.04%	0.99%
Expected volatility of the Company’s stock	27.20%	33.50%	30.00%

A summary of the status of the Company’s non-vested PSU's at September 30, 2024, and changes for the year then ended, is presented below:


	Weighted Average Price		Shares/Units Subject to PSU
Non-vested, September 30, 2023	$	71.77	867,524
Granted	54.13		370,307
Vested	50.53		(299,746)
Forfeited	73.83		(142,452)
Non-vested, September 30, 2024	$	71.20	795,633

At September 30, 2024, the Company had approximately $27 million of total unrecognized compensation cost related to non-vested performance-based share unit awards which is expected to be recognized over a weighted-average period of 1.8 years.

Stock Options

The following table summarizes the assumptions used in determining the fair value of stock options granted:


	Year Ended September 30,
	2024	2023	2022
Expected life of option (years)	5.7	5.8	6.0
Risk-free interest rate	3.86%	3.59%	1.35%
Expected volatility of the Company’s stock	29.80%	29.40%	27.80%
Expected dividend yield on the Company’s stock	2.77%	2.10%	1.71%

A summary of stock option activity at September 30, 2024, and changes for the year then ended, is presented below:


	Weighted Average Option Price		Shares Subject to Option	Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value (in millions)
Outstanding, September 30, 2023	$	45.44	4,919,916
Granted	53.52		652,702
Exercised	40.39		(1,004,234)
Forfeited or expired	63.47		(323,602)
Outstanding, September 30, 2024	$	46.51	4,244,782	5.72	$	133
Exercisable, September 30, 2024	$	41.21	3,141,132	4.16	$	115

The following table summarizes additional stock option information:


	Year Ended September 30,
	2024		2023		2022
Weighted-average grant-date fair value of options granted	$	13.74	$	18.21	$	18.59
Intrinsic value of options exercised (in millions)	22		27		19

At September 30, 2024, the Company had approximately $9 million of total unrecognized compensation cost related to non-vested stock options which is expected to be recognized over a weighted-average period of 1.6 years.

14. EARNINGS PER SHARE

The following table reconciles the numerators and denominators used to calculate basic and diluted earnings per share (in millions):


	Year Ended September 30,
	2024		2023		2022
Income Available to Ordinary Shareholders
Income from continuing operations	$	1,407	$	1,562	$	1,279
Income from discontinued operations	298		287		253
Basic and diluted income available to shareholders	$	1,705	$	1,849	$	1,532

Weighted Average Shares Outstanding
Basic weighted average shares outstanding	673.8		684.3		696.1
Effect of dilutive securities:
Stock options, unvested restricted stock and unvested performance share awards	2.2		3.1		3.5
Diluted weighted average shares outstanding	676.0		687.4		699.6

Antidilutive Securities
Stock options and unvested restricted stock	0.3		0.2		0.4

15. EQUITY

Dividends

The authority to declare and pay dividends is vested in the Board of Directors. The timing, declaration and payment of future dividends to holders of the Company's ordinary shares is determined by the Company's Board of Directors and depends upon many factors, including the Company's financial condition and results of operations, the capital requirements of the Company's businesses, industry practice and any other relevant factors.

Under Irish law, dividends may only be paid (and share repurchases and redemptions must generally be funded) out of "distributable reserves." The creation of distributable reserves was accomplished by way of a capital reduction, which the Irish High Court approved on December 18, 2014 and as acquired in conjunction with the Merger.

Share Repurchase Program

As of September 30, 2024, approximately $1.7 billion remained available under the share repurchase program which was approved by the Company's Board of Directors in March 2021. The share repurchase program does not have an expiration date and may be amended or terminated by the Board of Directors at any time without prior notice.

Accumulated Other Comprehensive Income

The following table includes changes attributable to both continuing and discontinued operations in AOCI attributable to Johnson Controls (in millions, net of tax):


	Year Ended September 30,
	2024		2023		2022

Foreign currency translation adjustments
Balance at beginning of period	$	(970)	$	(901)	$	(421)

Aggregate adjustment for the period	14		(69)		(480)

Balance at end of period	(956)		(970)		(901)

Realized and unrealized gains (losses) on derivatives
Balance at beginning of period	15		(11)		(17)

Current period changes in fair value	(17)		19		20
Reclassification to income (1)	(1)		11		(16)
Net tax impact	(1)		(4)		2
Balance at end of period	(4)		15		(11)








Pension and postretirement plans
Balance at beginning of period	—		1		4
Reclassification to income	(5)		(1)		(3)

Net tax impact	1		—		—
Balance at end of period	(4)		—		1

Accumulated other comprehensive loss, end of period	$	(964)	$	(955)	$	(911)

(1) Refer to Note 11, "Derivative Instruments and Hedging Activities," of the notes to consolidated financial statements for disclosure of the line items in the consolidated statements of income affected by reclassifications from AOCI into income related to derivatives.

16. RETIREMENT PLANS

Pension Benefits

The Company has non-contributory defined benefit pension plans covering certain U.S. and non-U.S. employees. The benefits provided are primarily based on years of service and average compensation or a monthly retirement benefit amount. The Company’s U.S. pension plans no longer allow new participants to enter the plans and no longer accrue benefits. Funding for U.S. pension plans equals or exceeds the minimum requirements of the Employee Retirement Income Security Act of 1974.

Funding for non-U.S. plans observes the local legal and regulatory limits. Also, the Company makes contributions to union-trusteed pension funds for construction and service personnel.

The following table includes information for pension plans with accumulated benefit obligations ("ABO") in excess of plan assets (in millions):


	September 30,
	2024		2023
Accumulated benefit obligation	$	331	$	1,834
Fair value of plan assets	149		1,618

The following table includes information for pension plans with projected benefit obligations ("PBO") in excess of plan assets (in millions):


	September 30,
	2024		2023
Projected benefit obligation	$	344	$	1,846
Fair value of plan assets	163		1,633

The Company contributed $25 million to the defined benefit plans in fiscal 2024 and expects to contribute approximately $23 million in cash in fiscal 2025. None of contributions made by the Company were voluntary.

Projected benefit payments from the plans as of September 30, 2024 are estimated as follows (in millions):


2025	$	269
2026	240
2027	238
2028	231
2029	233
2030 - 2034	1,154

Postretirement Benefits

The Company provides certain health care and life insurance benefits for eligible retirees and their dependents primarily in the U.S. and Canada. Most non-U.S. employees are covered by government sponsored programs. The cost to the Company is not significant.

Eligibility for coverage is based on meeting certain years of service and retirement age qualifications. These benefits may be subject to deductibles, co-payment provisions and other limitations. The Company has reserved the right to modify these benefits.

The health care cost trend assumption does not have a significant effect on the amounts reported.

The following table includes information for postretirement plans with accumulated postretirement benefit obligations ("APBO") in excess of plan assets (in millions):


	September 30,
	2024		2023
Accumulated postretirement benefit obligation	$	56	$	58
Fair value of plan assets	26		24

The Company contributed $2 million to the postretirement benefit plans in fiscal 2024 and expects to contribute approximately $2 million in cash in fiscal 2025.

Projected benefit payments from the plans as of September 30, 2024 are estimated as follows (in millions):


2025	$	9
2026	9
2027	9
2028	7
2029	6
2030 - 2034	25

Defined Contribution Plans

The Company sponsors various defined contribution savings plans that allow employees to contribute a portion of their pre-tax and/or after-tax income in accordance with plan specified guidelines. Under specified conditions, the Company will contribute to certain savings plans based on predetermined percentages of compensation earned by the employee and/or will match a percentage of the employee contributions up to certain limits. Defined contribution plan contributions charged to expense amounted to $208 million, $209 million and $196 million during the years ended September 30, 2024, 2023 and 2022, respectively.

Multiemployer Benefit Plans

The Company contributes to multiemployer benefit plans based on obligations arising from collective bargaining agreements related to certain of its hourly employees in the U.S. These plans provide retirement benefits to participants based on their service to contributing employers. The benefits are paid from assets held in trust for that purpose. The trustees typically are responsible for determining the level of benefits to be provided to participants as well as for such matters as the investment of the assets and the administration of the plans.

The risks of participating in these multiemployer benefit plans are different from single-employer benefit plans in the following aspects:

•Assets contributed to the multiemployer benefit plan by one employer may be used to provide benefits to employees of other participating employers.

•If a participating employer stops contributing to the multiemployer benefit plan, the unfunded obligations of the plan may be borne by the remaining participating employers.

•If the Company stops participating in some of its multiemployer benefit plans, it may be required to pay those plans an amount based on its allocable share of the underfunded status of the plan, referred to as a withdrawal liability.

The Company participates in approximately 240 multiemployer benefit plans, none of which are individually significant to the Company. The number of employees covered by the Company’s multiemployer benefit plans has remained consistent over the past three years, and there have been no significant changes that affect the comparability of fiscal 2024, 2023 and 2022 contributions. The Company recognizes expense for the contractually-required contribution for each period. The Company contributed $80 million, $67 million and $71 million to multiemployer benefit plans during the years ended September 30, 2024, 2023 and 2022, respectively.

Based on the most recent information available, the Company believes that the present value of actuarial accrued liabilities in certain of these multiemployer benefit plans may exceed the value of the assets held in trust to pay benefits. Currently, the Company is not aware of any significant multiemployer benefit plans for which it is probable or reasonably possible that the Company will be obligated to make up any shortfall in funds. Moreover, if the Company were to exit certain markets or otherwise cease making contributions to these funds, the Company could trigger a withdrawal liability. Currently, the Company is not aware of any multiemployer benefit plans for which it is probable or reasonably possible that the Company will have a significant withdrawal liability. Any accrual for a shortfall or withdrawal liability will be recorded when it is probable that a liability exists and it can be reasonably estimated.

Plan Assets

The Company’s investment policies employ an approach whereby a mix of equities, fixed income and alternative investments are used to maximize the long-term return of plan assets for a prudent level of risk. The investment portfolio primarily contains a diversified blend of equity and fixed income investments. Equity investments are diversified across U.S. and non-U.S. stocks, as well as growth, value and small to large capitalization. Fixed income investments include corporate and government issues, with short-, mid- and long-term maturities, with a focus on investment grade when purchased and a target duration close to that of the plan liability. Investment and market risks are measured and monitored on an ongoing basis through regular investment portfolio reviews, annual liability measurements and periodic asset/liability studies. The majority of the real estate component of the portfolio is invested in a diversified portfolio of high-quality, operating properties with cash yields greater than the targeted appreciation. Investments in other alternative asset classes, including hedge funds, diversify the expected investment returns relative to the equity and fixed income investments. As a result of the Company's diversification strategies, there are no significant concentrations of risk within the portfolio of investments.

The Company’s actual asset allocations are in line with target allocations. The Company rebalances asset allocations as appropriate, in order to stay within a range of allocation for each asset category.

The expected return on plan assets is based on the Company’s expectation of the long-term average rate of return of the capital markets in which the plans invest. The average market returns are adjusted, where appropriate, for active asset management returns. The expected return reflects the investment policy target asset mix and considers the historical returns earned for each asset category.

The Company’s plan assets at September 30, 2024 and 2023, by asset category, are as follows (in millions):


	Fair Value Measurements Using:
Asset Category	Total as of September 30, 2024		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

U.S. Pension

Cash and Cash Equivalents	$	23	$	—	$	23	$	—

Equity Securities
Large-Cap	19		19		—		—
Small-Cap	23		23		—		—
International - Developed	45		45		—		—
International - Emerging	8		8		—		—

Fixed Income Securities
Government	265		265		—		—
Corporate/Other	786		784		2		—




Total Investments in the Fair Value Hierarchy	1,169		$	1,144	$	25	$	—


Investments Measured at Net Asset Value(1)
Alternative	235
Real Estate	266

Due to Broker	(79)

Total Plan Assets	$	1,591

Non-U.S. Pension

Cash and Cash Equivalents	$	42	$	42	$	—	$	—

Equity Securities
Large-Cap	88		9		79		—

International - Developed	64		10		54		—
International - Emerging	3		—		3		—

Fixed Income Securities
Government	789		26		763		—
Corporate/Other	417		282		135		—

Hedge Fund	22		—		22		—

Real Estate	11		11		—		—

Total Investments in the Fair Value Hierarchy	1,436		$	380	$	1,056	$	—


Real Estate Investments Measured at Net Asset Value(1)	89

Total Plan Assets	$	1,525

Postretirement

Cash and Cash Equivalents	$	3	$	3	$	—	$	—


Equity Securities - Global	89		—		89		—








Total Investments in the Fair Value Hierarchy	92		$	3	$	89	$	—

Multi-Credit Strategy Investments Measured at Net Asset Value(1)	69



Total Plan Assets	$	161


	Fair Value Measurements Using:
Asset Category	Total as of September 30, 2023		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

U.S. Pension

Cash and Cash Equivalents	$	61	$	—	$	61	$	—

Equity Securities
Large-Cap	60		60		—		—
Small-Cap	65		65		—		—
International - Developed	108		108		—		—
International - Emerging	20		20		—		—

Fixed Income Securities
Government	225		225		—		—
Corporate/Other	583		583		—		—





Total Investments in the Fair Value Hierarchy	1,122		$	1,061	$	61	$	—


Investments Measured at Net Asset Value(1)
Alternative	211
Real Estate	295

Due to Broker	(129)

Total Plan Assets	$	1,499

Non-U.S. Pension

Cash and Cash Equivalents	$	52	$	52	$	—	$	—


Equity Securities

Large-Cap	52		9		43		—
International - Developed	52		12		40		—
International - Emerging	2		—		2		—

Fixed Income Securities
Government	701		40		661		—
Corporate/Other	415		271		144		—

Hedge Fund	15		—		15		—

Real Estate	9		9		—		—

Total Investments in the Fair Value Hierarchy	1,298		$	393	$	905	$	—


Real Estate Investments Measured at Net Asset Value(1)	90

Total Plan Assets	$	1,388

Postretirement

Cash and Cash Equivalents	$	8	$	8	$	—	$	—

Equity Securities - Global	71		—		71		—


Total Investments in the Fair Value Hierarchy	79		8		71		—

Multi-Credit Strategy Investments Measured at Net Asset Value(1)	65

Total Plan Assets	$	144

(1)The fair value of certain real estate, multi-credit strategy, and alternative investments do not have a readily determinable fair value and require the fund managers to independently arrive at fair value by calculating net asset value ("NAV") per share. In order to calculate NAV per share, the fund managers value the investments using any one, or a combination of, the following methods: independent third party appraisals, discounted cash flow analysis of net cash flows projected to be generated by the investment and recent sales of comparable investments. Assumptions used to revalue the investments are updated every quarter.

Due to the fact that the fund managers calculate NAV per share, the Company utilizes a practical expedient for measuring the fair value of its real estate, multi-credit strategy, and alternative investments, as provided for under ASC 820, "Fair Value Measurement." In applying the practical expedient, the Company is not required to further adjust the NAV provided by the fund manager in order to determine the fair value of its investments as the NAV per share is calculated in a manner consistent with the measurement principles of ASC 946, "Financial Services - Investment Companies," and as of the Company's measurement date. The Company believes this is an appropriate methodology to obtain the fair value of these assets. The fair value amounts presented in these tables are intended to permit reconciliation of total plan assets to the amounts presented in the notes to consolidated financial statements.

The following is a description of the valuation methodologies used for assets measured at fair value. Certain assets are held within commingled funds which are valued at the unitized NAV or percentage of the net asset value as determined by the manager of the fund. These values are based on the fair value of the underlying net assets owned by the fund.

Cash and Cash Equivalents: The fair value of cash and cash equivalents is valued at cost.

Equity Securities: The fair value of equity securities is determined by direct quoted market prices. The underlying holdings are direct quoted market prices on regulated financial exchanges.

Fixed Income Securities: The fair value of fixed income securities is determined by direct or indirect quoted market prices. If indirect quoted market prices are utilized, the value of assets held in separate accounts is not published, but the investment managers report daily the underlying holdings. The underlying holdings are direct quoted market prices on regulated financial exchanges.

Hedge Funds: The fair value of hedge funds is accounted for by the custodian. The custodian obtains valuations from underlying managers based on market quotes for the most liquid assets and alternative methods for assets that do not have sufficient trading activity to derive prices. The Company and custodian review the methods used by the underlying managers to value the assets. The Company believes this is an appropriate methodology to obtain the fair value of these assets.

Real Estate: The fair value of real estate is determined by quoted market prices of the underlying Real Estate Investment Trusts

("REITs"), which are securities traded on an open exchange.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Funded Status

The following table contains the ABO and reconciliations of the changes in the PBO, the changes in plan assets and the funded status (in millions):


	Pension Benefits												Postretirement Benefits
	U.S. Plans						Non-U.S. Plans
September 30,	2024			2023			2024			2023			2024			2023

Accumulated Benefit Obligation	$	1,603		$	1,564		$	1,563		$	1,424		$	73		$	76

Change in Projected Benefit Obligation
Projected benefit obligation at beginning of year	$	1,564		$	1,822		$	1,473		$	1,471		$	77		$	89

Service cost	—			—			17			16			—			—
Interest cost	79			78			69			68			4			4
Plan participant contributions	—			—			3			3			2			3



Actuarial loss (gain)	104			(37)			84			(62)			4			(7)

Benefits and settlements paid	(144)			(299)			(132)			(126)			(13)			(12)



Other	—			—			(3)			(3)			(1)			—
Currency translation adjustment	—			—			106			106			—			—

Projected benefit obligation at end of year	$	1,603		$	1,564		$	1,617		$	1,473		$	73		$	77

Change in Plan Assets
Fair value of plan assets at beginning of year	$	1,499		$	1,730		$	1,388		$	1,433		$	144		$	144
Actual return on plan assets	234			66			137			(77)			26			7



Employer and employee contributions	2			3			26			55			4			5
Benefits paid	(144)			(85)			(67)			(61)			(13)			(12)
Settlement payments	—			(215)			(65)			(65)			—			—
Other	—			—			1			(2)			—			—
Currency translation adjustment	—			—			105			105			—			—

Fair value of plan assets at end of year	$	1,591		$	1,499		$	1,525		$	1,388		$	161		$	144

Funded status	$	(12)		$	(65)		$	(92)		$	(85)		$	88		$	67

Amounts recognized in the consolidated statements of financial position consist of:
Other noncurrent assets	$	2		$	1		$	62		$	62		$	118		$	101
Noncurrent assets held for sale	—			—			52			35			—			—
Accrued compensation and benefits	(2)			(3)			(12)			(12)			(2)			(2)
Pension and postretirement benefit obligations	(12)			(63)			(166)			(143)			(28)			(32)
Noncurrent liabilities held for sale	—			—			(28)			(27)			—			—

Net amount recognized	$	(12)		$	(65)		$	(92)		$	(85)		$	88		$	67

Weighted Average Assumptions (1)
Discount rate (2)	4.60		%	5.48		%	4.35		%	4.72		%	4.50		%	5.42		%
Rate of compensation increase	N/A			N/A			3.01		%	2.90		%	N/A			N/A
Interest crediting rate	N/A			N/A			1.58		%	1.63		%	N/A			N/A

(1)Plan assets and obligations are determined based on a September 30 measurement date at September 30, 2024 and 2023.

(2) The Company considers the expected benefit payments on a plan-by-plan basis when setting assumed discount rates. As a result, the Company uses different discount rates for each plan depending on the plan jurisdiction, the demographics of participants and the expected timing of benefit payments. For the U.S. pension and postretirement plans, the Company uses a discount rate provided by an independent third party calculated based on an appropriate mix of high quality bonds. For the non-U.S. pension and postretirement plans, the Company consistently uses the relevant country specific benchmark indices for

determining the various discount rates. The Company has elected to utilize a full yield curve approach in the estimation of service and interest components of net periodic benefit cost (credit) for pension and other postretirement for plans that utilize a yield curve approach. The full yield curve approach applies the specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows.

The fiscal 2024 net actuarial losses related to changes in the projected benefit obligation were primarily the result of the decrease in discount rates globally. The fiscal 2023 net actuarial gains related to changes in the projected benefit obligation were primarily the result of the increase in discount rates globally.

Net Periodic Benefit Cost

The following table contains the components of net periodic benefit costs, which are recorded in selling, general and administrative expenses or cost of sales consistent with the related employees' salaries in the consolidated statements of income (in millions):


	Pension Benefits																		Postretirement Benefits
	U.S. Plans									Non-U.S. Plans
Year ended September 30,	2024			2023			2022			2024			2023			2022			2024			2023			2022
Components of Net Periodic Benefit Cost (Credit):
Service cost	$	—		$	—		$	—		$	17		$	16		$	20		$	—		$	—		$	1
Interest cost	79			78			56			69			68			39			4			4			2
Expected return on plan assets	(120)			(131)			(150)			(72)			(77)			(81)			(9)			(9)			(9)
Net actuarial (gain) loss	(9)			28			16			22			86			(116)			(14)			(5)			4
Settlement loss	—			1			1			—			6			5			—			—			—
Amortization of prior service credit	—			—			—			—			—			—			(5)			(4)			(4)

Other	—			—			—			1			—			—						—			—




Net periodic benefit cost (credit)	$	(50)		$	(24)		$	(77)		$	37		$	99		$	(133)		$	(24)		$	(14)		$	(6)

Expense Assumptions:
Discount rate	5.48		%	5.08		%	2.52		%	4.72		%	4.36		%	1.79		%	5.42		%	4.92		%	2.30		%
Expected return on plan assets	8.50		%	8.25		%	7.00		%	5.26		%	5.02		%	3.70		%	6.62		%	6.64		%	5.29		%
Rate of compensation increase	N/A			N/A			N/A			2.90		%	3.00		%	2.85		%	N/A			N/A			N/A
Interest crediting rate	6.00		%	N/A			N/A			1.63		%	1.69		%	1.44		%	N/A			N/A			N/A

17. RESTRUCTURING AND RELATED COSTS

To better align its resources with its growth strategies and reduce the cost structure of its global operations in certain underlying markets, the Company commits to restructuring plans as necessary. Restructuring activities generally result in charges for workforce reductions, plant closures, asset impairments and other related costs which are reported as restructuring and impairment costs in the Company’s consolidated statements of income. The Company expects the restructuring actions to reduce cost of sales and SG&A due to reduced employee-related costs, depreciation and amortization expense.

During the fourth quarter of fiscal 2024, the Company completed its previous restructuring plan and committed to a new multi-year restructuring plan to address stranded costs and further right-size its global operations as a result of previously announced portfolio simplification actions. It is expected that one-time restructuring costs, including severance and other employee termination benefits, contract termination costs, and certain other related cash and non-cash charges, of approximately $400 million will be incurred over the course of fiscal 2025, 2026 and 2027. Restructuring costs will be incurred across all segments and Corporate functions.

The following table summarizes restructuring and related costs (in millions):


	Year Ended September 30, 2024

Building Solutions North America	$	12
Building Solutions EMEA/LA	45
Building Solutions Asia Pacific	11
Global Products	38
Corporate	37
Total	$	143

The following table summarizes changes in the restructuring reserve, which is included within other current liabilities in the consolidated statements of financial position (in millions):


	Employee Severance and Termination Benefits		Long-Lived Asset Impairments		Other		Total

Restructuring and related costs	$	191	$	37	$	33	$	261
Utilized—cash	(98)		—		(18)		(116)
Utilized—noncash	—		(37)		(3)		(40)
Balance at September 30, 2023	93		—		12		105
Additional restructuring and related costs	71		41		31		143
Utilized—cash	(138)		—		(25)		(163)
Utilized—noncash	—		(41)		(1)		(42)
Other	32		—		—		32

Balance at September 30, 2024	$	58	$	—	$	17	$	75

18. INCOME TAXES

The components of the Company’s income tax provision from continuing operations are as follows (in millions):


	2024			2023			2022
Tax expense at Ireland statutory rate of 12.5%	$	190		$	139		$	139
U.S. state income tax, net of federal benefit	42			30			(26)
Income subject to the U.S. federal tax rate	63			42			(101)
Income subject to rates different than the statutory rate	(204)			44			67
Reserve and valuation allowance adjustments	(139)			(559)			(301)

Intellectual property transactions and adjustments	—			(176)			—
Impact of acquisitions and divestitures	121			—			—
Restructuring and impairment costs	38			12			40
Income tax provision (benefit)	$	111		$	(468)		$	(182)
Effective tax rate	7		%	(42)		%	(16)		%

For fiscal 2024, the effective tax rate for continuing operations was 7% and was lower than the statutory tax rate primarily due to 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, partially offset by 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 and the unfavorable impact of impairment and restructuring charges.

resolutions and remeasurements, valuation allowance adjustments and the benefits of continuing global tax planning initiatives, partially offset by the unfavorable impact of impairment and restructuring charges.

For fiscal 2022, the effective tax rate for continuing operations was (16)% and was lower than the statutory tax rate primarily due to favorable impact of tax reserve adjustments as the result of expired statute of limitations for certain tax years and the benefits of continuing global tax planning initiatives, partially offset by the unfavorable impact of impairment and restructuring charges and the establishment of a deferred tax liability on the outside basis difference of the Company's investment in certain subsidiaries as a result of the planned divestitures.

Valuation Allowances

In fiscal 2024, due to changes in forecasted taxable income, the Company determined that it was more likely than not that certain deferred tax assets of Mexico and Germany would be realized. The valuation allowance adjustment resulted in a tax benefit of $48 million.

In fiscal 2023, due to changes in forecasted taxable income, the Company determined that it was more likely than not that certain deferred tax assets of Canada, Mexico, and Spain would be realized. The valuation allowance adjustment resulted in a tax benefit of $121 million.

The following table summarizes changes in the valuation allowance (in millions):



	2024		2023		2022


Balance at beginning of period	$	6,279	$	5,906	$	5,812
Allowance provision for new operating and other loss carryforwards	215		544		306

Allowance reductions	(236)		(171)		(212)

Balance at end of period	$	6,258	$	6,279	$	5,906

Uncertain Tax Positions

The Company is subject to income taxes in the U.S. and numerous non-U.S. jurisdictions. Judgment is required in determining the worldwide provision for income taxes and recording the related assets and liabilities. In the ordinary course of the Company’s business, there are many transactions and calculations where the ultimate tax determination is uncertain. The Company is regularly under audit by tax authorities.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):


	2024		2023		2022
Beginning balance, October 1	$	2,158	$	2,485	$	2,678
Additions for tax positions related to the current year	39		59		164
Additions for tax positions of prior years	53		89		31
Reductions for tax positions of prior years	(35)		(23)		(47)
Settlements with taxing authorities	(35)		(6)		(7)
Statute closings and audit resolutions	(127)		(446)		(334)

Ending balance, September 30	$	2,053	$	2,158	$	2,485

The following table summarizes tax effected unrecognized tax benefits that, if recognized, would impact the effective tax rate and the related accrued interest, net of tax benefit (in millions):


	September 30,
	2024		2023		2022
Tax effected unrecognized tax benefits that, if recognized, would affect the effective tax rate	$	1,466	$	1,533	$	1,935
Net accrued interest	398		329		281

In fiscal 2024, as the result of tax audit resolutions and statute expirations in various jurisdictions, the Company adjusted its reserve for uncertain tax positions which resulted in a $91 million net benefit to income tax expense.

In fiscal 2023, as the result of tax audit resolutions, statute expirations, and remeasurements of ongoing controversy matters in various jurisdictions, the Company adjusted its reserve for uncertain tax positions which resulted in a $438 million net benefit to income tax expense.

In fiscal 2022, the statute of limitations for certain tax years expired, which resulted in a $301 million benefit to income tax expense.

In the U.S., fiscal years 2019 through 2020 are currently under audit and fiscal years 2017 through 2018 are currently under appeal with the Internal Revenue Service (“IRS”) for certain legal entities. In addition, fiscal years 2016 through 2019 are also under exam by the IRS in relation to a separate consolidated filing group. Additionally, the Company is currently under exam in the following major non-U.S. jurisdictions for continuing operations:


Tax Jurisdiction						Tax Years Covered

Belgium						2016 - 2017; 2019-2020
Germany						2007 - 2021

Mexico						2016 - 2019

United Kingdom						2014 - 2015; 2018; 2020 - 2021

It is reasonably possible that certain tax examinations and/or tax litigation will conclude within the next twelve months, which could have a material impact on tax expense. Based upon the circumstances surrounding these examinations, the impact is not currently quantifiable.

Other Tax Matters

During fiscal 2024, 2023 and 2022, the Company incurred charges for restructuring and impairment costs of $510 million, $1,049 million and $701 million, which generated tax benefits of $26 million, $120 million and $47 million, respectively.

Impacts of Tax Legislation and Change in Statutory Tax Rates

On December 18, 2023, the president of Ireland signed into law the Finance (No. 2) Bill 2023, which included legislation regarding the implementation of the Pillar Two global minimum tax. The Pillar Two legislation is effective for the Company’s fiscal year beginning October 1, 2024.

On September 11, 2023, the Schaffhausen parliament approved a partial revision of the cantonal act on direct taxation: Immediate Minimum Taxation Measure (“IMTM”). On November 19, 2023, IMTM was approved in a public referendum in the canton of Schaffhausen, was published in the cantonal official gazette on December 8, 2023, and was effective starting January 1, 2024. The IMTM increased Switzerland's combined statutory income tax rate to approximately 15%. As a result, in fiscal 2024, the Company recorded a noncash discrete net tax benefit of $80 million due to the remeasurement of deferred tax assets and liabilities related to Switzerland and the canton of Schaffhausen.

On August 16, 2022, the U.S. enacted the Inflation Reduction Act (“IRA”) which, among other things, created a new book minimum tax of at least 15% of consolidated GAAP pre-tax income for corporations with average book income in excess of $1 billion. The book minimum tax was first applicable in fiscal 2024 and did not have a material impact on the Company's effective tax rate.

During fiscal 2024, 2023 and 2022, other tax legislation was adopted in various jurisdictions. These law changes did not have a material impact on the Company's consolidated financial statements.

Selected Income Tax Data

Selected income tax data related to continuing operations were as follows (in millions):


	2024		2023		2022
Components of income (loss) from continuing operations before income taxes:
U.S.	$	(406)	$	(325)	$	(27)
Non-U.S.	1,928		1,438		1,139
Income from continuing operations before income taxes	$	1,522	$	1,113	$	1,112

Components of the provision (benefit) for income taxes:
Current
U.S. federal	$	330	$	(201)	$	(237)
U.S. state	86		94		47
Non-U.S.	102		289		199
	518		182		9
Deferred
U.S. federal	(299)		(267)		(173)
U.S. state	(26)		(25)		(70)
Non-U.S.	(82)		(358)		52
	(407)		(650)		(191)

Income tax provision (benefit)	$	111	$	(468)	$	(182)

Income taxes paid	$	704	$	294	$	439

At September 30, 2024 and 2023, the Company recorded within the consolidated statements of financial position in other current assets approximately $100 million and $65 million, respectively, of income tax assets. At September 30, 2024 and 2023, the Company recorded within the consolidated statements of financial position in other current liabilities approximately $211 million and $249 million, respectively, of accrued income tax liabilities.

At September 30, 2024, the Company has not provided U.S. or non-U.S. income taxes on approximately $24.5 billion of outside basis differences of consolidated subsidiaries of Johnson Controls International plc. The Company is indefinitely reinvested in these basis differences. The reduction of the outside basis differences via the sale or liquidation of these subsidiaries and/or distributions could create taxable income. The Company's intent is to reduce the outside basis differences only when it would be tax efficient. Given the numerous ways in which the basis differences may be reduced, it is not practicable to estimate the amount of unrecognized withholding taxes and deferred tax liability on the outside basis differences.

Deferred taxes were classified in the consolidated statements of financial position as follows (in millions):


	September 30,
	2024		2023
Other noncurrent assets	$	1,969	$	1,480
Other noncurrent liabilities	(301)		(316)

Net deferred tax asset	$	1,668	$	1,164

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Temporary differences and carryforwards which gave rise to deferred tax assets and liabilities included (in millions):


	September 30,
	2024		2023
Deferred tax assets
Accrued expenses and reserves	$	661	$	469
Employee and retiree benefits	43		88
Property, plant and equipment	729		638
Net operating loss and other credit carryforwards	6,628		6,667
Research and development	219		171
Intangible assets	306		—
Operating lease liabilities	294		341
Other, net	455		269
	9,335		8,643
Valuation allowances	(6,258)		(6,279)
	3,077		2,364
Deferred tax liabilities

Subsidiaries, joint ventures and partnerships	440		359
Intangible assets	—		248
Operating lease right-of-use assets	294		341
Other liabilities	675		252
	1,409		1,200

Net deferred tax asset	$	1,668	$	1,164

At September 30, 2024, the Company had available net operating loss carryforwards of approximately $22.1 billion, of which $11.8 billion will expire at various dates between 2025 and 2044, and the remainder has an indefinite carryforward period. The Company had available U.S. foreign tax credit carryforwards at September 30, 2024 of $35 million which will expire in 2029. The valuation allowance, generally, is for loss and credit carryforwards for which realization is uncertain because it is unlikely that the losses and/or credits will be realized given the lack of sustained profitability and/or limited carryforward periods in certain countries.

19. SEGMENT INFORMATION

ASC 280, "Segment Reporting," establishes the standards for reporting information about segments in financial statements. In applying the criteria set forth in ASC 280, the Company has determined that it has four reportable segments for financial reporting purposes.

The Company conducts its business through four business segments:

•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

•Provide energy-efficiency solutions and technical services, including data-driven "smart building" solutions as well as inspection, scheduled maintenance, and repair and replacement of mechanical and controls systems.

The Global Products segment designs, manufactures and sells:

•HVAC equipment, controls software and software services;

•Refrigeration equipment and controls;

•Fire protection and suppression; and

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•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.

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


	Year Ended September 30,
	2024		2023		2022
Net Sales
Building Solutions North America	$	11,348	$	10,330	$	9,367
Building Solutions EMEA/LA	4,296		4,096		3,845
Building Solutions Asia Pacific	2,237		2,746		2,714
Global Products	5,071		5,159		4,711
Total net sales	$	22,952	$	22,331	$	20,637


	Year Ended September 30,
	2024		2023		2022
Segment EBITA
Building Solutions North America	$	1,663	$	1,394	$	1,122
Building Solutions EMEA/LA (1)	391		316		358
Building Solutions Asia Pacific	261		343		332
Global Products	1,403		1,317		970

Total segment EBITA	3,718		3,370		2,782

Amortization of intangible assets	476		426		413
Corporate expenses	490		429		369
Restructuring and impairment costs	510		1,049		701
Water systems AFFF settlement (2)	750		—		—
AFFF insurance recoveries (2)	(367)		—		—
Net financing charges	342		258		205
Loss on divestiture	42		—		—
Net mark-to-market (gain) loss	(47)		95		(18)

Income from continuing operations before income taxes	$	1,522	$	1,113	$	1,112

(1)EBITA for the Building Solutions EMEA/LA segment includes equity income (loss) of $(39) million, $1 million and $6 million for the years ended September 30, 2024, 2023 and 2022, respectively.

(2)Refer to Note 21, "Commitments and Contingencies," of the notes to the consolidated financial statements for further disclosure related to the water systems AFFF settlement and insurance recoveries.

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	September 30,
	2024		2023		2022
Assets
Building Solutions North America	$	16,159	$	15,603	$	15,226
Building Solutions EMEA/LA(1)	5,072		5,202		4,991
Building Solutions Asia Pacific	2,571		2,645		2,474
Global Products	10,011		10,844		10,620
	33,813		34,294		33,311
Assets held for sale	4,805		4,657		4,700
Unallocated	4,077		3,291		4,147

Total	$	42,695	$	42,242	$	42,158

(1)Assets for the Building Solutions EMEA/LA segment includes investments in partially-owned affiliates of $57 million, $130 million and $115 million, as of September 30, 2024, 2023 and 2022, respectively.


	Year Ended September 30,
	2024		2023		2022
Depreciation/Amortization
Building Solutions North America	$	248	$	225	$	213
Building Solutions EMEA/LA	105		101		96
Building Solutions Asia Pacific	19		23		21
Global Products	325		351		348
	697		700		678
Corporate	119		45		39



Total	$	816	$	745	$	717


	Year Ended September 30,
	2024		2023		2022
Capital Expenditures
Building Solutions North America	$	53	$	104	$	141
Building Solutions EMEA/LA	105		119		119
Building Solutions Asia Pacific	15		33		22
Global Products	153		140		152
	326		396		434
Corporate	168		50		53



Total	$	494	$	446	$	487

In fiscal 2024, 2023 and 2022, no customer exceeded 10% of consolidated net sales.

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Geographic Segments

Financial information relating to the Company’s operations by geographic area is as follows (in millions):


	Year Ended September 30,
	2024		2023		2022
Net Sales
United States	$	13,171	$	12,408	$	11,337
Europe	4,486		4,366		4,052
Asia Pacific	2,856		3,427		3,319
Other Non-U.S.	2,439		2,130		1,929

Total	$	22,952	$	22,331	$	20,637

Long-Lived Assets (Year-end)
United States	$	1,137	$	1,277	$	1,285
Europe	613		479		384
Asia Pacific	252		233		235
Other Non-U.S.	401		385		367

Total	$	2,403	$	2,374	$	2,271

Net sales attributed to geographic locations are based on the location of where the sale originated. Long-lived assets by geographic location consist of net property, plant and equipment.

20. GUARANTEES

Certain of the Company's subsidiaries at the business segment level have guaranteed the performance of third-parties and provided financial guarantees for uncompleted work and financial commitments. The terms of these guarantees vary with end dates ranging from the current fiscal year through the completion of such transactions and would typically be triggered in the event of nonperformance. Performance under the guarantees, if required, would not have a material effect on the Company's financial position, results of operations or cash flows.

The Company offers warranties to its customers depending upon the specific product and terms of the customer purchase agreement. A typical warranty program requires that the Company replace defective products within a specified time period from the date of sale.

The changes in the carrying amount of the Company’s total product warranty liability were as follows (in millions).


	Year Ended September 30,
	2024		2023
Balance at beginning of period	$	91	$	66
Accruals for warranties issued during the period	85		72
Settlements made (in cash or in kind) during the period	(87)		(46)
Changes in estimates to pre-existing warranties	31		(2)
Accruals from acquisitions and divestitures	—		1
Currency translation	2		—
Balance at end of period	$	122	$	91

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21. COMMITMENTS AND CONTINGENCIES

Environmental Matters

The following table presents the location and amount of reserves for environmental liabilities in the Company's consolidated statements of financial position (in millions):


	September 30,
	2024		2023

Other current liabilities	$	32	$	28
Other noncurrent liabilities	179		211
Total reserves for environmental liabilities	$	211	$	239

The Company periodically examines whether the contingent liabilities related to the environmental matters described below are probable and reasonably estimable based on experience and ongoing developments in those matters, including continued study and analysis of ongoing remediation obligations. The Company expects that it will pay the amounts recorded over an estimated period of up to 20 years. The Company is not able to estimate a possible loss or range of loss, if any, in excess of the established accruals for environmental liabilities at this time.

A substantial portion of the Company's environmental reserves relates to ongoing long-term remediation efforts to address contamination relating to Aqueous Film Forming Foam ("AFFF") containing perfluorooctane sulfonate ("PFOS"), perfluorooctanoic acid ("PFOA"), and/or other per- and poly-fluoroalkyl substances ("PFAS") at or near the Tyco Fire Products L.P. (“Tyco Fire Products”) Fire Technology Center ("FTC") located in Marinette, Wisconsin and surrounding areas in the City of Marinette and Town of Peshtigo, Wisconsin, as well as the continued remediation of PFAS, arsenic and other contaminants at the Tyco Fire Products Stanton Street manufacturing facility also located in Marinette, Wisconsin (the “Stanton Street Facility”).

PFOA, PFOS, and other PFAS compounds are being studied by the U.S. Environmental Protection Agency ("EPA") and other environmental and health agencies and researchers. In March 2021, EPA published its final determination to regulate PFOS and PFOA in drinking water. On April 10, 2024, EPA announced the final National Primary Drinking Water Regulation (“NPDWR”) for six PFAS compounds including PFOA and PFOS. The NPDWR established legally enforceable levels, called Maximum Contaminant Levels, of 4.0 parts per trillion ("ppt") for each of PFOA and PFOS, 10 ppt for each of PFHxS, PFNA, and HFPO-DA (commonly known as GenX Chemicals), and a Hazard Index of one for mixtures containing two or more of PFHxS, PFNA, HFPO-DA, and PFBA. In February 2024, EPA released two proposed rules relating to PFAS under the Resource Conservation and Recovery Act (“RCRA”): one rule proposes to list nine PFAS (including PFOA and PFOS) as “hazardous constituents,” and a second rule proposes to clarify that hazardous waste regulated under the rule includes not only substances listed or identified as hazardous waste in the regulations, but also any substances that meet the statutory definition of hazardous waste.

In August 2022, EPA published a proposed rule that would designate PFOA and PFOS as “hazardous substances” under Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"). In April 2023, EPA issued an Advanced Notice of Proposed Rulemaking ("ANPR") seeking input on whether it should expand the proposed rule to designate as "hazardous substances" under CERCLA: (1) seven additional PFAS; (2) the precursors to PFOA, PFOS, and the seven additional PFAS; or (3) entire categories of PFAS. On April 17, 2024, the EPA Administrator signed the final rule designating PFOA and PFOS, along with their salts and structural isomers, as “hazardous substances.”

It is not possible to estimate the Company’s ultimate level of liability at many remediation sites due to the large number of other parties that may be involved, the complexity of determining the relative liability among those parties, the financial viability of other potentially responsible parties and third-party indemnitors, the uncertainty as to the nature and scope of the investigations and remediation to be conducted, changes in environmental regulations, changes in permissible levels of specific compounds in soil, groundwater and drinking water sources, or changes in enforcement theories and policies, including efforts to recover natural resource damages, the uncertainty in the application of law and risk assessment, the various choices and costs associated with diverse technologies that may be used in corrective actions at the sites, and the often quite lengthy periods over which eventual remediation may occur. It is possible that technological, regulatory or enforcement developments, the results of additional environmental studies or other factors could change the Company's expectations with respect to future charges and cash outlays, and such changes could be material to the Company's future results of operations, financial condition or cash

105

flows. Nevertheless, the Company does not currently believe that any claims, penalties or costs in addition to the amounts accrued will have a material adverse effect on the Company’s financial position, results of operations or cash flows.

In addition, the Company has identified asset retirement obligations for environmental matters that are expected to be addressed at the retirement, disposal, removal or abandonment of existing owned facilities. Conditional asset retirement obligations were $7 million and $8 million at September 30, 2024 and 2023, respectively.

FTC-Related Matters

FTC Remediation

The use of fire-fighting foams at the FTC was primarily for training and testing purposes to ensure that such products sold by the Company’s affiliates, Chemguard, Inc. ("Chemguard") and Tyco Fire Products, were effective at suppressing high intensity fires that may occur at military installations, airports or elsewhere. During the three months ended June 30, 2024, Tyco Fire Products completed its previously announced plan to discontinue the production and sale of fluorinated firefighting foams, including AFFF products, and has transitioned to non-fluorinated foam alternatives.

Tyco Fire Products has been engaged in remediation activities at the Stanton Street Facility since 1990. Its corporate predecessor, Ansul Incorporated (“Ansul”), manufactured arsenic-based agricultural herbicides at the Stanton Street Facility, which resulted in significant arsenic contamination of soil and groundwater on the site and in parts of the adjoining Menominee River. In 2009, Ansul entered into an Administrative Consent Order (the "Consent Order") with the EPA to address the presence of arsenic at the site. Under this agreement, Tyco Fire Products’ principal obligations are to contain the arsenic contamination on the site, pump and treat on-site groundwater, dredge, treat and properly dispose of contaminated sediments in the adjoining river areas, and monitor contamination levels on an ongoing basis. Activities completed under the Consent Order since 2009 include the installation of a subsurface barrier wall around the facility to contain contaminated groundwater, the installation and ongoing operation and monitoring of a groundwater extraction and treatment system and the dredging and offsite disposal of treated river sediment. In addition to ongoing remediation activities, the Company is also working with the Wisconsin Department of Natural Resources ("WDNR") to investigate and remediate the presence of PFAS at or near the Stanton Street Facility as part of the evaluation and remediation of PFAS in the Marinette region.

Tyco Fire Products is operating and monitoring at the FTC a Groundwater Extraction and Treatment System ("GETS"), a permanent groundwater remediation system that extracts groundwater containing PFAS, treats it using advanced filtration systems, and returns the treated water to the environment. Tyco Fire Products has also completed the removal and disposal of PFAS-affected soil from the FTC. The Company's reserves for continued remediation of the FTC, the Stanton Street Facility and surrounding areas in Marinette and Peshtigo are based on estimates of costs associated with the long-term remediation actions, including the continued operation of the GETS, the implementation of long-term drinking water solutions for the area impacted by groundwater migrating from the FTC, continued monitoring and testing of groundwater monitoring wells, the operation and wind-down of other legacy remediation and treatment systems and the completion of ongoing investigation obligations.

FTC-Related Litigation

On June 21, 2019, the WDNR announced that it had received from the Wisconsin Department of Health Services (“WDHS”) a recommendation for groundwater quality standards as to, among other compounds, PFOA and PFOS. The WDHS recommended a groundwater enforcement standard for PFOA and PFOS of 20 parts per trillion. Although Wisconsin approved final regulatory standards for PFOA and PFOS in drinking water and surface water in February 2022, the Wisconsin Natural Resources Board did not approve WDNR's proposed standards for PFOA and PFOS in groundwater. In August 2024, WDNR issued a new proposed rule to adopt the EPA Maximum Contaminant Levels for PFAS in drinking water. The WDNR initiated a rulemaking proceeding that would establish groundwater quality standards for PFOA, PFOS, perfluorobutane sulfonic acid and its potassium salt (“PFBS”) and hexafluoropropylene oxide dimer acid and its ammonium salt (“HFPO-DA”). Pursuant to state law, the WDNR has stopped work on the proposed rule and notified the state legislature that, following economic analysis, the proposed costs would exceed statutory thresholds. As a result, the state legislature is required to authorize the WDNR to allow the rulemaking to continue.

In July 2019, the Company received a letter from the WDNR directing the expansion of the evaluation of PFAS in the Marinette region to include (1) biosolids sludge produced by the City of Marinette Waste Water Treatment Plant and spread on certain fields in the area and (2) the Menominee and Peshtigo Rivers. On October 16, 2019, the WDNR issued a “Notice of Noncompliance” to Tyco Fire Products and Johnson Controls, Inc. regarding the WDNR’s July 2019 letter. The WDNR issued a further letter regarding the issue on November 4, 2019. In February 2020, the WDNR sent a letter to Tyco Fire Products and

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Johnson Controls, Inc. further directing the expansion of the evaluation of PFAS in the Marinette region to include investigation activities south and west of the previously defined FTC study area. In September 2021, the WDNR sent an additional “Notice of Noncompliance” to Tyco Fire Products and Johnson Controls, Inc. concerning land-applied biosolids, which reviewed and responded to the Company’s biosolids investigation conducted to that date. On April 10, 2023, the WDNR issued a third “Notice of Noncompliance” to Tyco Fire Products and Johnson Controls, Inc. concerning land-applied biosolids in the Marinette region. Tyco Fire Products and Johnson Controls, Inc. believe that they have complied with all applicable environmental laws and regulations. The Company cannot predict what regulatory or enforcement actions, if any, might result from the WDNR’s actions, or the consequences of any such actions, including the potential assessment of penalties.

In March 2022, the Wisconsin Department of Justice (“WDOJ”) filed a civil enforcement action against Johnson Controls Inc. and Tyco Fire Products in Wisconsin state court relating to environmental matters at the FTC (State of Wisconsin v. Tyco Fire Products, LP and Johnson Controls, Inc., Case No. 22-CX-1 (filed March 14, 2022 in Circuit Court in Marinette County, Wisconsin)). The WDOJ alleges that the Company failed to timely report the presence of PFAS chemicals at the FTC, and that the Company has not sufficiently investigated or remediated PFAS at or near the FTC. The WDOJ seeks monetary penalties and an injunction ordering these two subsidiaries to complete a site investigation and cleanup of PFAS contamination in accordance with the WDNR's requests. The parties are engaged in summary judgment and pretrial motions and the court has set a trial date of March 3, 2025.

In October 2022, the Town of Peshtigo filed a tort action in Wisconsin state court against Tyco Fire Products, Johnson Controls Inc., Chemguard, Inc., and ChemDesign, Inc. relating to environmental matters at the FTC (Town of Peshtigo v. Tyco Fire Products L.P. et al., Case No. 2022CV000234 (filed October 18, 2022 in Circuit Court in Marinette County, Wisconsin)). The Town alleges that use of AFFF products at the FTC caused contamination of water supplies in Peshtigo. The Town seeks monetary penalties and an injunction ordering abatement of PFAS contamination in Peshtigo. The case has been removed to federal court and transferred to a multi-district litigation ("MDL") before the United States District Court for the District of South Carolina.

In November 2022, individuals filed six actions in Dane County, Wisconsin alleging personal injury and/or property damage against Tyco Fire Products, Johnson Controls Inc., Chemguard, and other unaffiliated defendants related to environmental matters at the FTC. Plaintiffs allege that use of AFFF products at the FTC and activities by third parties unrelated to the Company contaminated nearby drinking water sources, surface waters, and other natural resources and properties, including their personal properties. The individuals seek monetary damages for their personal injury and/or property damage. These lawsuits have been transferred to the MDL. Subsequently, several additional plaintiffs have direct-filed in the MDL complaints with similar allegations.

The Company is vigorously defending each of these cases and believes that it has meritorious defenses, but it is presently unable to predict the duration, scope, or outcome of these actions.

Aqueous Film-Forming Foam ("AFFF") Matters

AFFF Litigation

Two of the Company's subsidiaries, Chemguard and Tyco Fire Products, have been named, along with other defendant manufacturers, suppliers and distributors, and, in some cases, certain subsidiaries of the Company affiliated with Chemguard and Tyco Fire Products, in a number of class action and other lawsuits relating to the use of fire-fighting foam products by the U.S. Department of Defense (the "DOD") and others for fire suppression purposes and related training exercises. Plaintiffs generally allege that the firefighting foam products contain or break down into the chemicals PFOS and PFOA and/or other PFAS compounds and that the use of these products by others at various airbases, airports and other sites resulted in the release of these chemicals into the environment and ultimately into communities’ drinking water supplies neighboring those airports, airbases and other sites. Plaintiffs generally seek compensatory damages, including damages for alleged personal injuries, medical monitoring, diminution in property values, investigation and remediation costs, and natural resources damages, and also seek punitive damages and injunctive relief to address remediation of the alleged contamination.

In September 2018, Tyco Fire Products and Chemguard filed a Petition for Multidistrict Litigation with the United States Judicial Panel on Multidistrict Litigation (“JPML”) seeking to consolidate all existing and future federal cases into one jurisdiction. On December 7, 2018, the JPML issued an order transferring various AFFF cases to the MDL. Additional cases have been identified for transfer to or are being directly filed in the MDL.

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AFFF Municipal and Water Provider Cases

Chemguard and Tyco Fire Products have been named as defendants in more than 970 cases in federal and state courts involving municipal or water provider plaintiffs that were filed in state or federal courts originating from 35 states and territories. The vast majority of these cases have been transferred to or were directly filed in the MDL, and it is anticipated that the remaining cases will be transferred to the MDL. These municipal and water provider plaintiffs generally allege that the use of the defendants’ fire-fighting foam products at fire training academies, municipal airports, Air National Guard bases, or Navy or Air Force bases released PFOS and PFOA into public water supply wells and/or other public property, allegedly requiring remediation.

Tyco Fire Products and Chemguard are also periodically notified by other municipal entities that those entities may assert claims regarding PFOS and/or PFOA contamination allegedly resulting from the use of AFFF.

Water Systems AFFF Settlement Agreement

On April 12, 2024, Tyco Fire Products agreed to a settlement with a nationwide class of public water systems that detected PFAS in their drinking water systems that they allege to be associated with the use of AFFF. Under the terms of the agreement, Tyco Fire Products agreed to contribute $750 million to resolve these PFAS claims. The settlement releases these claims against Tyco Fire Products, Chemguard, and other related corporate entities. In connection with the settlement, a charge for $750 million was recorded in selling, general and administrative expenses in the consolidated statements of income.

Tyco Fire Products contributed an initial payment of $250 million in June 2024, with the remaining $500 million due by the first quarter of fiscal 2025. Prior to the date of the final contribution, Tyco Fire Products has agreed to contribute any applicable insurance recoveries in excess of the initial $250 million payment, up to the remaining $500 million due, within a specified period following the receipt of such recovery. During fiscal 2024, the Company recorded expected insurance recoveries of $371 million in selling, general and administrative expenses in the consolidated statements of income and collected insurance recoveries of $349 million. In accordance with its agreement and recent insurance recovery, Tyco Fire Products made an additional payment during the fourth quarter of fiscal 2024 of approximately $85 million, reducing its final payment to approximately $415 million. The amounts and timing of any additional insurance recoveries are uncertain.

There are still several procedural and legal steps that must occur before the settlement is final and the remaining payment is made. The settlement is subject to final approval by the MDL court and other contingencies, and that process is expected to be completed in the first half of fiscal 2025.

The class of public water systems included in this settlement broadly includes any public water system (as defined in the settlement agreement) that has detected PFAS in its drinking water sources as of May 15, 2024. The following systems are excluded from the settlement class: water systems owned and operated by a State or the United States government; systems that have not detected the presence of PFAS as of May 15, 2024; small transient water systems; privately-owned drinking water wells; and the water system in the city of Marinette, Wisconsin (which is included only if it so requests). The settlement does not resolve claims of public water systems that request exclusion from the class (“opt out”) pursuant to the process to be established by the MDL court. It also does not resolve potential future claims of public water systems that detect PFAS in their water systems for the first time after May 15, 2024, or certain claims not related to drinking water, such as separate alleged claims relating to real property damage or stormwater or wastewater treatment. Finally, this settlement does not affect the other categories of cases that remain at issue in the MDL, such as personal injury cases, property damage cases, other types of class actions, claims brought by state or territory attorneys general, or other types of damages alleged to be related to the historical use of AFFF manufactured and sold by Tyco Fire Products and Chemguard. While it is reasonably possible that the excluded systems or claims could result in additional future lawsuits, claims, assessments or proceedings, it is not possible to predict the outcome of any such matters, and as such, the Company is unable to develop an estimate of a possible loss or range of losses, if any, at this time.

The settlement does not constitute an admission of liability or wrongdoing by Tyco Fire Products or Chemguard. If the MDL court does not approve the agreement or certain terms are not fulfilled, Tyco Fire Products and Chemguard will continue to defend themselves in the litigation.

AFFF Putative Class Actions

Chemguard and Tyco Fire Products are named in 45 pending putative class actions in federal courts originating from 18 states and territories. All of these cases have been direct-filed in or transferred to the MDL. In addition, six proposed class actions were filed in Canada (British Columbia, Manitoba, Quebec and Ontario) in the past year against Tyco Fire Products and other

108

manufacturers on behalf of various classes of members who consumed or were exposed to products or supplies that were allegedly contaminated by AFFF.

AFFF Individual or Mass Actions

There are more than 8,300 individual or “mass” actions pending that were filed in state or federal courts originating from 52 states and territories against Chemguard and Tyco Fire Products and other defendants in which the plaintiffs generally seek compensatory damages, including damages for alleged personal injuries, medical monitoring, and alleged diminution in property values. The cases involve plaintiffs from various states including approximately 7,000 plaintiffs in Colorado and more than 8,300 other plaintiffs. The vast majority of these matters have been tagged for transfer to, transferred to, or directly-filed in the MDL, and it is anticipated that several newly-filed state court actions will be similarly tagged and transferred. There are several matters that are proceeding in state courts, including actions in Arizona, Illinois, Virginia and Wisconsin.

Tyco and Chemguard are also periodically notified by other individuals that they may assert claims regarding PFOS and/or PFOA contamination allegedly resulting from the use of AFFF.

AFFF State or U.S. Territory Attorneys General Litigation

In June 2018, the State of New York filed a lawsuit in New York state court (State of New York v. The 3M Company et al No. 904029-18 (N.Y. Sup. Ct., Albany County)) against a number of manufacturers, including affiliates of the Company, with respect to alleged PFOS and PFOA contamination purportedly resulting from firefighting foams used at locations across New York, including Stewart Air National Guard Base in Newburgh and Gabreski Air National Guard Base in Southampton, Plattsburgh Air Force Base in Plattsburgh, Griffiss Air Force Base in Rome, and unspecified “other” sites throughout the State. The lawsuit seeks to recover costs and natural resource damages associated with contamination at these sites. This suit has been removed to the United States District Court for the Northern District of New York and transferred to the MDL.

In February 2019, the State of New York filed a second lawsuit in New York state court (State of New York v. The 3M Company et al (N.Y. Sup. Ct., Albany County)), against a number of manufacturers, including affiliates of the Company, with respect to alleged PFOS and PFOA contamination purportedly resulting from firefighting foams used at additional locations across New York. This suit has been removed to the United States District Court for the Northern District of New York and transferred to the MDL. In July 2019, the State of New York filed a third lawsuit in New York state court (State of New York v. The 3M Company et al (N.Y. Sup. Ct., Albany County)), against a number of manufacturers, including affiliates of the Company, with respect to alleged PFOS and PFOA contamination purportedly resulting from firefighting foams used at further additional locations across New York. This suit has been removed to the United States District Court for the Northern District of New York and transferred to the MDL. In November 2019, the State of New York filed a fourth lawsuit in New York state court (State of New York v. The 3M Company et al (N.Y. Sup. Ct., Albany County)), against a number of manufacturers, including affiliates of the Company, with respect to alleged PFOS and PFOA contamination purportedly resulting from firefighting foams used at further additional locations across New York. This suit has been removed to federal court and transferred to the MDL.

In April 2021, the State of Alaska filed a lawsuit in the superior court of the State of Alaska against a number of manufacturers and other defendants, including affiliates of the Company, with respect to PFOS and PFOA damage of the State’s land and natural resources allegedly resulting from the use of firefighting foams at various locations throughout the State. The State’s case has been removed to federal court and transferred to the MDL. The State of Alaska has also named a number of manufacturers and other defendants, including affiliates of the Company, as third-party defendants in two cases brought by individuals against the State. These two cases have also been transferred to the MDL.

In early November 2021, the Attorney General of the State of North Carolina filed four individual lawsuits in the superior courts of the State of North Carolina against a number of manufacturers and other defendants, including affiliates of the Company, with respect to PFOS and PFOA damage of the State’s land, natural resources, and property allegedly resulting from the use of firefighting foams at four separate locations throughout the State. These four cases have been removed to federal court and transferred to the MDL. In October 2022, the Attorney General filed two similar lawsuits in the superior courts of the State of North Carolina regarding alleged PFAS damages at two additional locations. These two cases have also been removed to federal court and transferred to the MDL.

In addition, 33 other states and territories have filed 35 lawsuits against a number of manufacturers and other defendants, including affiliates of the Company, with respect to PFAS damage of each of those State's environmental and natural resources allegedly resulting from the manufacture, storage, sale, distribution, marketing, and use of PFAS-containing AFFF within each respective State. The states and territories are: Arkansas, Arizona, California, Colorado, Connecticut, Delaware, the District of

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Columbia, Florida, Hawaii, Illinois, Indiana, Kentucky, Massachusetts, Maryland, Maine, Michigan, Mississippi, New Hampshire, New Jersey, New Mexico, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, Tennessee, Texas, Vermont, Washington, Wisconsin, Guam, the Northern Mariana Islands, and Puerto Rico. All of these complaints, if not filed directly in the MDL, have been removed to federal court and transferred to the MDL.

Other AFFF Related Matters

In March 2020, the Kalispel Tribe of Indians (a federally recognized Tribe) and two tribal corporations filed a lawsuit in the United States District Court for the Eastern District of Washington against a number of manufacturers, including affiliates of the Company, and the United States with respect to PFAS contamination allegedly resulting from the use and disposal of AFFF by the United States Air Force at and around Fairchild Air Force Base in eastern Washington. This case has been transferred to the MDL.

In October 2022, the Red Cliff Band of Lake Superior Chippewa Indians (a federally recognized tribe) filed a lawsuit in the United States District Court for the Western District of Wisconsin against a number of manufacturers, including affiliates of the Company, with respect to PFAS contamination allegedly resulting from the use and disposal of AFFF at Duluth Air National Guard Base in Duluth, Minnesota. This complaint has been transferred to the MDL.

In July 2023, the Fond du Lac Band of Lake Superior Chippewa (a federally recognized tribe) direct-filed a lawsuit in the MDL against a number of manufacturers, including affiliates of the Company, with respect to PFAS contamination allegedly resulting from the use and disposal of AFFF at Duluth Air National Guard Base in Duluth, Minnesota.

The Company is vigorously defending all of the above AFFF matters and believes that it has meritorious defenses to class certification and the claims asserted, including statutes of limitations, the government contractor defense, various medical and scientific defenses, and other factual and legal defenses. The Company has a historical general liability insurance program and is pursuing coverage under the program from various insurers through insurance claims discussions and litigation pending in a state court in Wisconsin and a federal district court in South Carolina. The insurance litigation involves numerous factual and legal issues. There are numerous factual and legal issues to be resolved in connection with these claims. The Company is presently unable to predict the outcome or ultimate financial exposure beyond the water systems AFFF settlement discussed above, if any, represented by these matters, and there can be no assurance that any such exposure will not be material.

Asbestos Matters

The Company and certain of its subsidiaries, along with numerous other third parties, are named as defendants in personal injury lawsuits based on alleged exposure to asbestos containing materials. These cases have typically involved product liability claims based primarily on allegations of manufacture, sale or distribution of industrial products that either contained asbestos or were used with asbestos containing components.

The following table presents the location and amount of asbestos-related assets and liabilities in the Company's consolidated statements of financial position (in millions):


	September 30,
	2024		2023

Other current liabilities	$	58	$	58
Other noncurrent liabilities	350		364
Total asbestos-related liabilities	408		422
Other current assets	14		28
Other noncurrent assets	320		273
Total asbestos-related assets	334		301
Net asbestos-related liabilities	$	74	$	121

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The following table presents the components of asbestos-related assets (in millions):


	September 30,
	2024		2023

Restricted
Cash	$	6	$	20
Investments	281		231
Total restricted assets	287		251
Insurance receivables for asbestos-related liabilities	47		50
Total asbestos-related assets	$	334	$	301

The amounts recorded for asbestos-related liabilities and insurance-related assets are based on the Company's strategies for resolving its asbestos claims, currently available information, and a number of estimates and assumptions. Key variables and assumptions include the number and type of new claims that are filed each year, the average cost of resolution of claims, the identity of defendants, the resolution of coverage issues with insurance carriers, amount of insurance, and the solvency risk with respect to the Company's insurance carriers. Many of these factors are closely linked, such that a change in one variable or assumption may impact one or more of the others, and no single variable or assumption predominately influences the determination of the Company's asbestos-related liabilities and insurance-related assets. Furthermore, predictions with respect to these variables are subject to greater uncertainty in the later portion of the projection period. Other factors that may affect the Company's liability and cash payments for asbestos-related matters include uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, reforms of state or federal tort legislation and the applicability of insurance policies among subsidiaries. As a result, actual liabilities or insurance recoveries could be significantly higher or lower than those recorded if assumptions used in the Company's calculations vary significantly from actual results.

Self-Insured Liabilities

The Company records liabilities for its workers' compensation, product, general and auto liabilities. The determination of these liabilities and related expenses is dependent on claims experience. For most of these liabilities, claims incurred but not yet reported are estimated by utilizing actuarial valuations based upon historical claims experience. The Company maintains captive insurance companies to manage a portion of its insurable liabilities.

The following table presents the location and amount of self-insured liabilities in the Company's consolidated statements of financial position (in millions):


	September 30,
	2024		2023

Other current liabilities	$	92	$	86
Accrued compensation and benefits	20		21
Other noncurrent liabilities	239		226
Total self-insured liabilities	$	351	$	333

The following table presents the location and amount of insurance receivables in the Company's consolidated statements of financial position (in millions):


	September 30,
	2024		2023

Other current assets	$	5	$	6
Other noncurrent assets	13		14
Total insurance receivables	$	18	$	20

Other Matters

The Company is involved in various lawsuits, claims and proceedings incident to the operation of its businesses, including those pertaining to product liability, environmental, safety and health, intellectual property, employment, commercial and contractual matters, and various other casualty matters. Although the outcome of litigation cannot be predicted with certainty and some lawsuits, claims or proceedings may be disposed of unfavorably to the Company, it is management’s opinion that

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none of these will have a material adverse effect on the Company’s financial position, results of operations or cash flows. Costs related to such matters were not material to the periods presented.

ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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, 2024. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2024, 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.

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, the Company’s management has concluded that, as of September 30, 2024, the Company's internal control over financial reporting was effective.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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, 2024 as stated in its report which is included in Item 8 of this Form 10-K.

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.

Changes in Internal Control Over Financial Reporting

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

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ITEM 9B OTHER INFORMATION

Officer Rule 10b5-1 Plan

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

Nathan Manning Rule 10b5-1 Plan

On September 12, 2024, Nathan Manning, the Company's Vice President and Chief Operations Officer, Global Field Operations, 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 in regular intervals of 14,219 ordinary shares of Company stock previously issued upon the vesting of restricted stock unit awards. The Manning 10b5-1 Plan is expected to become effective on or about February 1, 2025 and is scheduled to terminate upon the earlier of the sale of all shares contemplated under the Manning 10b5-1 Plan or November 30, 2025.

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 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.

ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

None.

PART III

In response to Part III, Items 10, 11, 12, 13 and 14, parts of the Company’s definitive proxy statement (to be filed pursuant to Regulation 14A within 120 days after Registrant’s fiscal year-end of September 30, 2024) for its annual meeting to be held on March 12, 2025, are incorporated by reference in this Form 10-K.

ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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 12, 2025 (the “Johnson Controls Proxy Statement”) and is incorporated by reference herein. Information about executive officers is included in Part I, Item 4 of this Annual Report on Form 10-K. 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”, and “Committees of the Board - Audit Committee” of the Johnson Controls Proxy Statement and such information is incorporated by reference herein.

Code of Ethics

Johnson Controls has adopted a code of ethics for directors, officers (including the Company’s principal executive officer, principal financial officer and principal accounting officer) and employees, known as Values First, The Johnson Controls Code of Ethics. The Code of Ethics is available on the Company’s website at www.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

113

officers) at the same location on the Company’s website. In addition, copies of the Code of Ethics may be obtained in print without charge upon written request by any stockholder to the office of the Company at One Albert Quay, Cork, Ireland.

Insider Trading Policy

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

Directors, executive officers, employees and other related persons may not buy, sell or engage in other transactions in the Company’s shares while aware of material non-public information; buy or sell securities of other companies while aware of material non-public information about those companies that they became aware of as a result of business dealings between the Company and those companies; or disclose material non-public information to any unauthorized persons outside of the Company. The policy also restricts trading and other transactions for a limited group of Company employees (including executives and directors) to defined window periods that follow the Company's quarterly earnings releases and restricts trading and other transactions following announcement of a share repurchase program.

ITEM 11 EXECUTIVE COMPENSATION

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

The information required by Items 407(e)(4) and (e)(5) of Regulation S-K is contained under the captions “Committees of the Board - Compensation Committee Interlocks and Insider Participation” and “Compensation Discussion & Analysis - Compensation Committee Report on Executive Compensation” of the Johnson Controls Proxy Statement. Such information (other than the Compensation Committee Report on Executive Compensation, which shall not be deemed to be “filed”) is incorporated by reference.

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information in the Johnson Controls Proxy Statement set forth under the caption "Security Ownership of Certain Beneficial Owners and Management" is incorporated herein by reference.

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


	(a)	(b)		(c)
	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Plan Category
Equity compensation plans approved by shareholders	4,244,782	$	46.51	35,544,152
Equity compensation plans not approved by shareholders	—	—		—
Total	4,244,782	$	46.51	35,544,152

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ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information in the Johnson Controls Proxy Statement set forth under the captions “Committees of the Board,” “Governance of the Company - Director Independence,” and “Governance of the Company - Other Directorships, Conflicts and Related Party Transactions,” is incorporated herein by reference.

ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES

The information in the Johnson Controls Proxy Statement set forth under “Proposal Number Two” related to the appointment of auditors is incorporated herein by reference.

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PART IV

ITEM 15 EXHIBIT AND FINANCIAL STATEMENT SCHEDULES


						Page in Form 10-K
(a) The following documents are filed as part of this Form 10-K:

(1) Financial Statements

Report of Independent Registered Public Accounting Firm						52

Consolidated Statements of Income for the years ended September 30, 2024, 2023 and 2022						54

Consolidated Statements of Comprehensive Income for the years ended September 30, 2024, 2023 and 2022						55

Consolidated Statements of Financial Position at September 30, 2024 and 2023						56

Consolidated Statements of Cash Flows for the years ended September 30, 2024, 2023 and 2022						57

Consolidated Statements of Shareholders’ Equity for the years ended September 30, 2024, 2023 and 2022						58

Notes to Consolidated Financial Statements						59







(3) Exhibits

Reference is made to the separate exhibit index contained on page 117 filed herewith.

All Financial Statement Schedules are omitted because they are not applicable, or the required information is shown in the financial statements or notes thereto.

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

ITEM 16 FORM 10-K SUMMARY

Not applicable.

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Johnson Controls International plc

Index to Exhibits

(a) (1) and (2) Financial Statements and Supplementary Data - See Item 8

(b) Exhibit Index:


Exhibit						Title

2.1						Separation and Distribution Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient Limited (incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed September 9, 2016)

2.2						Stock and Asset Purchase Agreement, dated as of July 23, 2024, by and between Johnson Controls International plc and Robert Bosch GmbH (incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed July 26, 2024)

3.1						Memorandum and Articles of Association of Johnson Controls International plc, as amended by special resolutions dated September 8, 2014, August 17, 2016 and March 7, 2018 (incorporated by reference to Exhibit 3.1 to the registrant’s Quarterly Report on Form 10-Q filed on May 3, 2018)

4.1						Indenture, dated December 28, 2016, between Johnson Controls International plc and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the registrant’s current report on Form 8-K filed on December 28, 2016)

4.2						First Supplemental Indenture, dated December 28, 2016, between Johnson Controls International plc, and U.S. Bank National Association, as trustee, and Elavon Financial Services DAC, UK Branch, as paying agent for the New Euro Notes attaching forms of 2.355% Senior Notes due 2017 (retired; no longer outstanding), 7.125% Senior Notes due 2017 (retired; no longer outstanding), 1.400% Senior Notes due 2017 (retired ; no longer outstanding), 3.750% Notes due 2018 (retired; no longer outstanding), 5.000% Senior Notes due 2020 (retired; no longer outstanding), 4.25% Senior Notes due 2021 (retired; no longer outstanding), 3.750% Senior Notes due 2021 (retired; no longer outstanding), 3.625% Senior Notes due 2024 (retired; no longer 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 2025, 3.900% Notes due 2026, and 5.125% Notes due 2045 (incorporated by reference to Exhibit 4.2 to the registrant’s current report on Form 8-K filed on December 28, 2016)

4.3						Second Supplemental Indenture, dated February 7, 2017, between Johnson Controls International plc and U.S. Bank National Association, as trustee, attaching form of 4.500% Senior Notes due 2047 (incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on February 7, 2017)

4.4						Fifth Supplemental Indenture, dated September 11, 2020, among Johnson Controls International plc, Tyco Fire & Security Finance S.C.A. and U.S. Bank National Association, as trustee, attaching form of the 1.750% Senior Notes due 2030 (incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on September 11, 2020)

4.5						Sixth Supplemental Indenture, dated September 15, 2020, among Johnson Controls International plc, Tyco Fire & Security Finance S.C.A., U.S. Bank National Association, as trustee, and Elavon Financial Services DAC, as paying agent, attaching forms of the 0.375% Senior Notes due 2027 and the 1.000% Senior Notes due 2032 (incorporated by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K filed on September 15, 2020)

4.6						Seventh Supplemental Indenture, dated September 16, 2021, among Johnson Controls International plc, Tyco Fire & Security Finance S.C.A. and U.S. Bank National Association, as trustee, attaching form of the 2.000% Sustainability-Linked Senior Notes due 2031 (incorporated by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K filed on September 16, 2021)

4.7						Eighth Supplemental Indenture, dated as of September 7, 2022, among Johnson Controls International plc, Tyco Fire & Security Finance S.C.A., U.S. Bank Trust Company, National Association, as trustee and Elavon Financial Services DAC, as paying agent attaching form of the 3.000% Senior Notes due 2028 (incorporated by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K filed on September 7, 2022)

117

Johnson Controls International plc

Index to Exhibits


Exhibit						Title

4.8						Ninth Supplemental Indenture, dated as of September 14, 2022, among Johnson Controls International plc, Tyco Fire & Security Finance S.C.A. and U.S. Bank Trust Company, National Association, as trustee (attaching form of the 4.900% Senior Notes due 2032). (incorporated by reference to Exhibit 4.2 to the registrant's Current Report on Form 8-K filed on September 14, 2022)

4.9						Tenth Supplemental Indenture, dated as of May 23, 2023, among Johnson Controls International plc, Tyco Fire & Security Finance S.C.A., U.S. Bank Trust Company, National Association, as trustee and Elavon Financial Services DAC, as paying agent (attaching form of the 4.250% Senior Notes due 2035).(incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on May 23, 2023)

4.10						Eleventh Supplemental Indenture, dated as of April 19, 2024, among Johnson Controls International plc, Tyco Fire & Security Finance S.C.A. and U.S. Bank Trust Company, National Association, as trustee (attaching form of the 5.500% Senior Notes due 2029).(incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed on April 19,2024)

4.11						Description of the Ordinary Shares of Johnson Controls International plc (filed herewith)

4.12						Description of the Johnson Controls International plc Notes (filed herewith)

4.13						Description of the Johnson Controls International plc and Tyco Fire & Security Finance S.C.A. Notes (filed herewith)

4.14						Miscellaneous long-term debt agreements and financing leases with banks and other creditors and debenture indentures.*

4.15						Miscellaneous industrial development bond long-term debt issues and related loan agreements and leases.*

10.1						Credit Agreement, dated as of December 11, 2023, among Johnson Controls International plc, certain of its subsidiaries party thereto from time to time, the lenders party thereto from time to time, and JPMorgan Chase Bank, N.A., as administrative agent (i ncorporated by reference to Exhibit 10.1 of the registrants Annual Report on Form 10-K filed on December 14, 2023)

10.2						Tax Matters Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient Limited (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on September 9, 2016)

10.3						Employee Matters Agreement, dated as of September 8, 2016, by and between Johnson Controls International plc and Adient Limited (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on September 9, 2016)

10.4						Tax Sharing Agreement, dated September 28, 2012 by and among Pentair Ltd., Johnson Controls International plc (formerly Tyco International Ltd.), Tyco International Finance S.A. and The ADT Corporation (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on October 1, 2012) (Commission File No. 1-13836)

10.5						Non-Income Tax Sharing Agreement dated September 28, 2012 by and among Johnson Controls International plc (formerly Tyco International Ltd.), Tyco International Finance S.A. and The ADT Corporation (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on October 1, 2012) (Commission File No. 1-13836)

10.6						Trademark Agreement, dated as of September 25, 2012, by and among ADT Services GmbH, ADT US Holdings, Inc., Johnson Controls International plc (formerly Tyco International Ltd.) and The ADT Corporation (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on October 1, 2012) (Commission File No. 1-13836)

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Johnson Controls International plc
Index to Exhibits

Exhibit						Title

10.7						Form of Deed of Indemnification between Johnson Controls International plc and certain of its directors and officers (incorporated by reference to Exhibit 10.7 of the registrants Annual Report on Form 10-K filed on December 14, 2023)

10.8						Form of Indemnification Agreement between Tyco Fire & Security (US) Management, LLC and certain directors and officers of Johnson Controls International plc (incorporated by reference to Exhibit 10.8 of the registrants Annual Report on Form 10-K filed on December 14, 2023)

10.9						Johnson Controls International plc 2012 Share and Incentive Plan, amended and restated as of March 8, 2017 (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed on May 4, 2017)**

10.10						Johnson Controls International plc 2021 Equity and Incentive Plan (incorporated by reference to Annex B to the registrant’s Definitive Proxy Statement on Schedule 14A filed on January 22, 2021) **

10.11						Johnson Controls International plc Severance and Change in Control Policy for Officers, amended and restated March 11, 2021 (Incorporated by reference to Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q filed on April 30, 2021)**

10.12						Johnson Controls International plc Executive Deferred Compensation Plan, as amended and restated March 11, 2021 (Incorporated by reference to Exhibit 10.5 to the registrant’s Quarterly Report on Form 10-Q filed on April 30, 2021)**

10.13						Johnson Controls International plc Senior Executive Deferred Compensation Plan, as amended and restated effective March 11, 2021 (Incorporated by reference to Exhibit 10.6 to the registrant’s Quarterly Report on Form 10-Q filed on April 30, 2021)**

10.14						Johnson Controls International plc Retirement Restoration Plan, as amended and restated March 11, 2021 (incorporated by reference to Exhibit 10.7 to the registrant’s Quarterly Report on Form 10-Q filed on April 30, 2021)**

10.15						Tyco Supplemental Savings and Retirement Plan as amended and restated effective January 1, 2018 (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on September 19, 2017) **

10.16						Letter Agreement between Johnson Controls International plc and George R. Oliver dated December 8, 2017 (Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on December 11, 2017)**

10.17						Form of terms and conditions for Option / SAR Awards, Restricted Stock / Unit Awards, Performance Share Awards under the Johnson Controls International plc 2012 Share and Incentive Plan for periods commencing December 6, 2018 (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed February 1, 2019)**

10.18						Form of Option/SAR Award for Executive Officers (incorporated by reference to Exhibit 10.24 to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2019 filed on November 21, 2019)**

10.19						Form of terms and conditions for Option / SAR Awards, Restricted Stock / Unit Awards, Performance Share Awards under the Johnson Controls International plc 2012 Share and Incentive Plan for fiscal 2018 (incorporated by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed on February 2, 2018)**

119


Johnson Controls International plc
Index to Exhibits

Exhibit						Title

10.20						Form of terms and conditions for Option / SAR Awards, and Restricted Stock / Unit Awards, under the Johnson Controls International plc 2012 Share and Incentive Plan for fiscal 2018 applicable to Messrs. Oliver and Stief (incorporated by reference to Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q filed on February 2, 2018)**









10.21						Form of terms and conditions for Option / SAR Awards, Restricted Stock / Unit Awards, Performance Share Awards under the Johnson Controls International plc 2012 Share and Incentive Plan for periods commencing on September 2, 2016 (incorporated by reference to Exhibit 10.33 to the registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016 filed on November 23, 2016)**

10.22						Restrictive covenants applicable to equity award agreements beginning December 2019 (incorporated by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed on January 31, 2020)**

10.23						Form of terms and conditions for Option / SAR Awards, Restricted Stock / Unit Awards, Performance Share Awards under the Johnson Controls International plc 2012 Share and Incentive Plan for fiscal 2021 (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed on January 29, 2021)**

10.24						Form of terms and conditions for Option / SAR Awards, Restricted Stock / Unit Awards, Performance Share Awards under the Johnson Controls International plc 2021 Equity and Incentive Plan (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed on April 30, 2021)**

10.25						Form of terms and conditions for Restricted Stock Units for Directors under the Johnson Controls International plc 2021 Equity and Incentive Plan (incorporated by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed on April 30, 2021)**

10.26						Form of terms and conditions for Option / SAR Awards, Restricted Stock / Unit Awards, Performance Share Awards under the Johnson Controls International plc 2021 Equity and Incentive Plan for fiscal 2023 (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed on February 1, 2023)**

10.27						Form of terms and conditions for Option / SAR Awards under the Johnson Controls International plc 2021 Equity and Incentive Plan for fiscal 2024 (incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed on January 30, 2024)**

10.28						Restrictive covenants applicable to equity award agreements beginning March 2024 (incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed on May 1, 2024)**

10.29						Settlement Agreement for Water Systems by and among Tyco Fire Products LP, and the representatives of certain U.S. active public water systems as set forth therein, dated April 12, 2024 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed April 12, 2024)

19.1						Johnson Controls International plc Insider Trading Policy, effective September 11, 2024 (filed herewith)

21.1						Subsidiaries of Johnson Controls International plc (filed herewith)

22.1						Co-Issuer of Debt Securities (filed herewith)

23.1						Consent of Independent Registered Public Accounting Firm (filed herewith)

120

Johnson Controls International plc

Index to Exhibits


Exhibit						Title







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 herewith)

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 herewith)

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 herewith)

97						Johnson Controls International plc Executive Compensation Recoupment Policy effective October 2, 2023 (incorporated by reference to Exhibit 97 of the registrant's Annual Report on Form 10-K filed on December 14, 2023)**

101						Financial statements from the Annual Report on Form 10-K of Johnson Controls International plc for the fiscal year ended September 30, 2024 formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Position, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Cash Flow, (v) the Consolidated Statements of Shareholders’ Equity, (vi) Notes to Consolidated Financial Statements (filed herewith), and (vii) the information included in Part II, Item 9B

104						Cover Page Interactive Data File (embedded within the iXBRL document and contained in Exhibit 101) (filed herewith)

*						These instruments are not being filed as exhibits herewith because none of the long-term debt instruments authorizes the issuance of debt in excess of 10% of the total assets of Johnson Controls International plc and its subsidiaries on a consolidated basis. Johnson Controls International plc agrees to furnish a copy of each agreement to the Securities and Exchange Commission upon request.

**						Management contract or compensatory plan.

121

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


JOHNSON CONTROLS INTERNATIONAL PLC

By			/s/ Marc Vandiepenbeeck
			Marc Vandiepenbeeck
			Executive Vice President and Chief Financial Officer

Date:			November 19, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of November 19, 2024, by the following persons on behalf of the registrant and in the capacities indicated:


/s/ George R. Oliver George R. Oliver Chairman and Chief Executive Officer (Principal Executive Officer)						/s/ Marc Vandiepenbeeck Marc Vandiepenbeeck Executive Vice President and Chief Financial Officer (Principal Financial Officer)

/s/ Daniel C. McConeghy Daniel C. McConeghy Vice President and Chief Accounting and Tax Officer (Principal Accounting Officer)						/s/ Timothy M. Archer Timothy M. Archer Director

/s/ Jean Blackwell Jean Blackwell Director						/s/ Pierre Cohade Pierre Cohade Director

/s/ Patrick K. Decker Patrick K. Decker Director						/s/ W. Roy Dunbar W. Roy Dunbar Director

/s/ Gretchen R. Haggerty Gretchen R. Haggerty Director						/s/ Ayesha Khanna Ayesha Khanna Director

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

/s/ Jürgen Tinggren Jürgen Tinggren Director						/s/ Mark P. Vergnano Mark P. Vergnano Director

/s/ John D. Young John D. Young Director

122