UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, ~~2022~~2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From _____ To _____

Commission File Number: 001-13836

JOHNSON CONTROLS INTERNATIONAL PLC

(Exact name of registrant as specified in its charter)


Ireland	98-0390500
(Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)
One Albert Quay, Cork, Ireland, T12 X8N6		(353) 21-423-5000
(Address of Principal Executive Offices and Postal Code)		(Registrant's Telephone Number)

Securities Registered Pursuant to Section 12(b) of the Exchange Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Ordinary Shares, Par Value $0.01	JCI	New York Stock Exchange

~~1.000% Senior Notes due 2023~~	~~JCI23A~~	~~New York Stock Exchange~~
3.625% Senior Notes due 2024	JCI24A	New York Stock Exchange
1.375% Notes due 2025	JCI25A	New York Stock Exchange
3.900% Notes due 2026	JCI26A	New York Stock Exchange
0.375% Senior Notes due 2027	JCI27	New York Stock Exchange
3.000% Senior Notes due 2028	JCI28	New York Stock Exchange
1.750% Senior Notes due 2030	JCI30	New York Stock Exchange
2.000% Sustainability-Linked Senior Notes due 2031	JCI31	New York Stock Exchange
1.000% Senior Notes due 2032	JCI32	New York Stock Exchange
4.900% Senior Notes due 2032	JCI32A	New York Stock Exchange
4.250% Senior Notes due 2035	JCI35	New York Stock Exchange
6.000% Notes due 2036	JCI36A	New York Stock Exchange
5.70% Senior Notes due 2041	JCI41B	New York Stock Exchange
5.250% Senior Notes due 2041	JCI41C	New York Stock Exchange
4.625% Senior Notes due 2044	JCI44A	New York Stock Exchange
5.125% Notes due 2045	JCI45B	New York Stock Exchange
6.950% Debentures due December 1, 2045	JCI45A	New York Stock Exchange
4.500% Senior Notes due 2047	JCI47	New York Stock Exchange
4.950% Senior Notes due 2064	JCI64A	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Smaller reporting company

☐

Non-accelerated filer

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class						Ordinary Shares Outstanding at December 31, ~~2022~~2023
Ordinary Shares, $0.01 par value per share						~~687,231,016~~681,477,046

JOHNSON CONTROLS INTERNATIONAL PLC

FORM 10-Q

Report Index


			Page
Part I. Financial Information

Item 1. Financial Statements (unaudited)

Consolidated Statements of Income for the Three Month Periods Ended December 31, ~~2022~~2023 and ~~2021~~2022			3

Consolidated Statements of Comprehensive Income for the Three Month Periods Ended December 31, ~~2022~~2023 and ~~2021~~2022			4

Consolidated Statements of Financial Position at December 31, ~~2022~~2023 and September 30, ~~2022~~2023			5

Consolidated Statements of Cash Flows for the Three Month Periods Ended December 31, ~~2022~~2023 and ~~2021~~2022			6

Consolidated Statements of Shareholders' Equity for the Three Month Periods Ended December 31, ~~2022~~2023 and ~~2021~~2022			7

Notes to Consolidated Financial Statements			8

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			3736

Item 3. Quantitative and Qualitative Disclosures About Market Risk			4946

Item 4. Controls and Procedures			4946

Part II. Other Information

Item 1. Legal Proceedings			4947

Item 1A. Risk Factors			5048

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			5048

Item 5. Other Information			48

Item 6. Exhibits			5149

Signatures			5250

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Johnson Controls International plc

Consolidated Statements of Income

(in millions, except per share data; unaudited)


		Three Months Ended December 31,
		Three Months Ended December 31,
		Three Months Ended December 31,
		2022		2021
		Three Months Ended December 31,
		2023
		2023
		2023
Net sales
Net sales
Net sales	Net sales
Products and systems	Products and systems	$	4,556	$	4,420
Products and systems
Products and systems
Services	Services	1,512		1,442
		6,068		5,862
Services
Services
		6,094
		6,094
		6,094
Cost of sales
Cost of sales
Cost of sales	Cost of sales
Products and systems	Products and systems	3,113		3,153
Products and systems
Products and systems
Services	Services	864		818
Services
Services
		4,102
		4,102
		4,102
		3,977		3,971
Gross profit

Gross profit

Gross profit	Gross profit	2,091		1,891

Selling, general and administrative expenses	Selling, general and administrative expenses	(1,571)		(1,369)

Selling, general and administrative expenses

Selling, general and administrative expenses
Restructuring and impairment costs
Restructuring and impairment costs
Restructuring and impairment costs	Restructuring and impairment costs	(345)		(49)
Net financing charges	Net financing charges	(67)		(53)
Net financing charges
Net financing charges
Equity income
Equity income
Equity income	Equity income	62		70

Income before income taxes	Income before income taxes	170		490

Income tax provision		14		71
Income before income taxes

Income before income taxes

Income tax (benefit) provision

Income tax (benefit) provision

Income tax (benefit) provision

Net income	Net income	156		419

Income attributable to noncontrolling interests		38		38

Net income

Net income

Less: Income attributable to noncontrolling interests

Less: Income attributable to noncontrolling interests

Less: Income attributable to noncontrolling interests

Net income attributable to Johnson Controls

Net income attributable to Johnson Controls

Net income attributable to Johnson Controls	Net income attributable to Johnson Controls	$	118	$	381

Earnings per share attributable to Johnson Controls	Earnings per share attributable to Johnson Controls
Basic		$	0.17	$	0.54

Earnings per share attributable to Johnson Controls

Earnings per share attributable to Johnson Controls
Basic
Basic
Basic
Diluted
Diluted
Diluted	Diluted	$	0.17	$	0.54

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

Johnson Controls International plc

Consolidated Statements of Comprehensive Income

(in millions; unaudited)

Three Months Ended
December 31,

2022

2021

Net income

156

419

Other comprehensive income, net of tax:

Net income

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments

Realized and unrealized gains (losses) on derivatives

(17)

Foreign currency translation adjustments

Realized and unrealized losses on derivatives

Pension and postretirement plans

(1)

Pension and postretirement plans

Other comprehensive income

Total comprehensive income

228

511

Total comprehensive income

Comprehensive income attributable to noncontrolling interests:

Net income

Other comprehensive income, net of tax:

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments

Realized and unrealized gains (losses) on derivatives

(6)

Other comprehensive income

Foreign currency translation adjustments

Realized and unrealized losses on derivatives

Other comprehensive income (loss)

Comprehensive income attributable to noncontrolling interests

Comprehensive income attributable to Johnson Controls

165

468

Comprehensive income attributable to Johnson Controls

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

Johnson Controls International plc

Consolidated Statements of Financial Position

(in millions, except par value; unaudited)


		December 31, 2022		September 30, 2022
		December 31, 2023
		December 31, 2023
		December 31, 2023				September 30, 2023
Assets	Assets

Cash and cash equivalents	Cash and cash equivalents	$	1,509	$	2,031
Accounts receivable, less allowance for expected credit losses of $74 and $62, respectively		5,722		5,528

Cash and cash equivalents

Cash and cash equivalents
Accounts receivable, less allowance for expected credit losses of $102 and $90, respectively
Inventories	Inventories	2,895		2,510
Current assets held for sale		418		387

Other current assets
Other current assets
Other current assets	Other current assets	1,293		1,229
Current assets	Current assets	11,837		11,685

Property, plant and equipment - net	Property, plant and equipment - net	3,098		3,042
Property, plant and equipment - net
Property, plant and equipment - net
Goodwill	Goodwill	17,684		17,328
Other intangible assets - net	Other intangible assets - net	4,673		4,641
Investments in partially-owned affiliates	Investments in partially-owned affiliates	1,053		963
Noncurrent assets held for sale		588		751

Other noncurrent assets
Other noncurrent assets
Other noncurrent assets	Other noncurrent assets	3,864		3,748
Total assets	Total assets	$	42,797	$	42,158

Liabilities and Equity	Liabilities and Equity
Liabilities and Equity
Liabilities and Equity

Short-term debt

Short-term debt

Short-term debt	Short-term debt	$	1,026	$	669
Current portion of long-term debt	Current portion of long-term debt	937		865
Accounts payable	Accounts payable	4,138		4,241
Accrued compensation and benefits	Accrued compensation and benefits	912		978
Deferred revenue	Deferred revenue	1,774		1,768
Current liabilities held for sale		310		236

Other current liabilities
Other current liabilities
Other current liabilities	Other current liabilities	2,466		2,482
Current liabilities	Current liabilities	11,563		11,239

Long-term debt	Long-term debt	7,784		7,426
Long-term debt
Long-term debt
Pension and postretirement benefits	Pension and postretirement benefits	354		358
Noncurrent liabilities held for sale		62		62

Other noncurrent liabilities
Other noncurrent liabilities
Other noncurrent liabilities	Other noncurrent liabilities	5,791		5,671
Long-term liabilities	Long-term liabilities	13,991		13,517

Commitments and contingencies (Note 21)	Commitments and contingencies (Note 21)
Commitments and contingencies (Note 21)
Commitments and contingencies (Note 21)

Ordinary shares, $0.01 par value

Ordinary shares, $0.01 par value

Ordinary shares, $0.01 par value	Ordinary shares, $0.01 par value	7		7
Ordinary A shares, €1.00 par value	Ordinary A shares, €1.00 par value	—		—
Preferred shares, $0.01 par value	Preferred shares, $0.01 par value	—		—
Ordinary shares held in treasury, at cost	Ordinary shares held in treasury, at cost	(1,233)		(1,203)
Capital in excess of par value	Capital in excess of par value	17,262		17,224
Retained earnings	Retained earnings	874		1,151
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(864)		(911)
Shareholders’ equity attributable to Johnson Controls	Shareholders’ equity attributable to Johnson Controls	16,046		16,268
Noncontrolling interests	Noncontrolling interests	1,197		1,134
Total equity	Total equity	17,243		17,402
Total liabilities and equity	Total liabilities and equity	$	42,797	$	42,158

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

Johnson Controls International plc

Consolidated Statements of Cash Flows

(in millions; unaudited)


	Three Months Ended December 31,							Three Months Ended December 31,
		Three Months Ended December 31,				2023	2022
		2022		2021
Operating Activities of Continuing Operations
Operating Activities
Net income attributable to Johnson Controls
Net income attributable to Johnson Controls
Net income attributable to Johnson Controls	Net income attributable to Johnson Controls	$	118	$	381
Income attributable to noncontrolling interests	Income attributable to noncontrolling interests	38		38

Net income	Net income	156		419
Adjustments to reconcile net income to cash provided (used) by operating activities:
Net income
Net income
Adjustments to reconcile net income to cash used by operating activities:
Depreciation and amortization
Depreciation and amortization
Depreciation and amortization	Depreciation and amortization	203		224
Pension and postretirement benefit income	Pension and postretirement benefit income	(6)		(82)
Pension and postretirement contributions	Pension and postretirement contributions	(9)		(41)
Equity in earnings of partially-owned affiliates, net of dividends received	Equity in earnings of partially-owned affiliates, net of dividends received	(56)		(18)
Deferred income taxes	Deferred income taxes	(92)		(32)
Noncash restructuring and impairment charges	Noncash restructuring and impairment charges	294		—
Equity-based compensation	Equity-based compensation	30		29
Other - net	Other - net	(27)		(28)
Changes in assets and liabilities, excluding acquisitions and divestitures:	Changes in assets and liabilities, excluding acquisitions and divestitures:
Accounts receivable	Accounts receivable	(88)		(75)
Accounts receivable
Accounts receivable
Inventories	Inventories	(348)		(376)
Other assets	Other assets	(68)		(63)
Restructuring reserves	Restructuring reserves	14		19
Accounts payable and accrued liabilities	Accounts payable and accrued liabilities	(338)		333
Accrued income taxes	Accrued income taxes	39		83
Cash provided (used) by operating activities from continuing operations		(296)		392
Cash used by operating activities

Investing Activities of Continuing Operations
Investing Activities
Investing Activities
Investing Activities
Capital expenditures	Capital expenditures	(134)		(135)
Sale of property, plant and equipment		27		7
Capital expenditures
Capital expenditures

Acquisition of businesses, net of cash acquired	Acquisition of businesses, net of cash acquired	(79)		(108)
Business divestitures, net of cash divested		—		16

Changes in long-term investments		(3)		2

Cash used by investing activities from continuing operations		(189)		(218)

Financing Activities of Continuing Operations
Increase in short-term debt - net		267		394
Increase in long-term debt		154		—
Acquisition of businesses, net of cash acquired
Acquisition of businesses, net of cash acquired

Other - net

Other - net

Other - net

Cash used by investing activities
Cash used by investing activities
Cash used by investing activities

Financing Activities
Financing Activities
Financing Activities
Net proceeds from borrowings with maturities less than three months
Net proceeds from borrowings with maturities less than three months
Net proceeds from borrowings with maturities less than three months
Proceeds from debt
Repayments of debt
Stock repurchases and retirements	Stock repurchases and retirements	(154)		(526)
Payment of cash dividends	Payment of cash dividends	(241)		(191)

Employee equity-based compensation withholding taxes	Employee equity-based compensation withholding taxes	(30)		(47)

Other - net		13		13

Cash provided (used) by financing activities from continuing operations		9		(357)

Discontinued Operations
Cash used by operating activities		—		(4)
Employee equity-based compensation withholding taxes

Cash used by discontinued operations		—		(4)

Employee equity-based compensation withholding taxes
Other - net
Cash provided by financing activities

Effect of exchange rate changes on cash, cash equivalents and restricted cash	Effect of exchange rate changes on cash, cash equivalents and restricted cash	(14)		67

Decrease in cash, cash equivalents and restricted cash		(490)		(120)

Effect of exchange rate changes on cash, cash equivalents and restricted cash

Effect of exchange rate changes on cash, cash equivalents and restricted cash

Increase (decrease) in cash, cash equivalents and restricted cash
Increase (decrease) in cash, cash equivalents and restricted cash
Increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period	Cash, cash equivalents and restricted cash at beginning of period	2,066		1,342
Cash, cash equivalents and restricted cash at end of period	Cash, cash equivalents and restricted cash at end of period	1,576		1,222
Less: Restricted cash	Less: Restricted cash	67		15
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	1,509	$	1,207

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

Johnson Controls International plc

Consolidated Statements of Shareholders' Equity

(in millions, except per share data; unaudited)

Three Months Ended
December 31,

Shareholders' Equity Attributable to Johnson Controls

Beginning Balance

Three Months Ended
December 31,

2022

2021

Shareholders' Equity Attributable to Johnson Controls

Beginning Balance

16,268

17,562

Ordinary Shares - Beginning and ending balance

Ordinary Shares

Ordinary Shares - Beginning and ending balance

Ordinary Shares Held in Treasury, at Cost

Beginning balance

Employee equity-based compensation withholding taxes

Ending balance

Ordinary Shares Held in Treasury, at Cost

Beginning balance

(1,203)

(1,152)

Employee equity-based compensation withholding taxes

(30)

(47)

Ending balance

(1,233)

(1,199)

Capital in Excess of Par Value

Beginning balance

17,224

17,116

Share-based compensation expense

—

Share-based compensation expense

Other, including options exercised

Ending balance

17,262

17,150

Retained Earnings

Beginning balance

1,151

2,025

Net income attributable to Johnson Controls

118

381

Net income attributable to Johnson Controls

Cash dividends declared

(241)

(242)

Cash dividends declared

Repurchases and retirements of ordinary shares

(154)

(526)

Ending balance

874

1,638

Ending balance

Accumulated Other Comprehensive Income (Loss)

Beginning balance

(911)

(434)

Beginning balance

Other comprehensive income

Ending balance

(864)

(347)

Ending balance

Ending Balance

16,046

17,249

Shareholders' Equity Attributable to Noncontrolling Interests

Beginning Balance

1,134

1,191

Comprehensive income attributable to noncontrolling interests

Change in noncontrolling interest share

—

Ending Balance

1,197

1,241

Total Shareholders' Equity

17,243

18,490

Total Shareholders' Equity

Cash Dividends Declared per Ordinary Share

0.35

0.34

Cash Dividends Declared per Ordinary Share

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

Johnson Controls International plc

Notes to Consolidated Financial Statements

December 31, ~~2022~~2023

(unaudited)

1.~~Basis of Presentation~~BASIS OF PRESENTATION

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," or "Johnson Controls"). In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (which include normal recurring adjustments) necessary to state fairly the financial position, results of operations and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been omitted pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC"). These consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended September 30, ~~2022~~2023 filed with the SEC on ~~November 15, 2022.~~December 14, 2023. The results of operations for the ~~three month~~three-month period ended December 31, ~~2022~~2023 are not necessarily indicative of results for the Company’s ~~2023~~2024 fiscal year because of seasonal and other factors.

Nature of Operations

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 heating, ventilating, air-conditioning ("HVAC") equipment, industrial refrigeration systems, controls, security systems, fire-detection systems and fire-suppression solutions. The Company further serves customers by providing technical services, including maintenance, management, repair, retrofit and replacement of equipment (in the HVAC, industrial refrigeration, controls, security and fire-protection space), energy-management consulting and data-driven “smart building” services and solutions powered by its OpenBlue software platform and capabilities. 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.

Principles of Consolidation

The consolidated financial statements include the consolidated accounts of Johnson Controls International plc and its subsidiaries that are consolidated in conformity with U.S. GAAP. All significant intercompany transactions have been eliminated. The results of companies acquired or disposed of during the reporting period 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 VIE's for the presented reporting periods.

~~Restricted~~Prior Period Revision – Statement of Cash Flows

~~Restricted cash relates to~~The Company revised the amounts ~~restricted~~previously reported as net proceeds from borrowings with maturities less than three months and proceeds from debt for ~~payment~~certain short-term debt transactions that were incorrectly presented on a net basis within the financing activities section of ~~asbestos liabilities and certain litigation and environmental matters. Restricted cash is recorded within other current assets in~~ the consolidated statements of ~~financial position and totaled $67 million and $35 million at~~cash flows for the three months ended December ~~31, 2022 and September~~ 30, ~~2022, respectively.~~

2022.

Johnson Controls International plc

Notes to Consolidated Financial Statements

December 31, ~~2022~~2023

(unaudited)

The revision did not change cash provided by financing activities or the total decrease in cash, cash equivalents and restricted cash. The Company does not believe the impact of the incorrect presentation was material.

2. ~~New Accounting Standards~~NEW ACCOUNTING STANDARDS

Recently ~~Issued~~Adopted Accounting Pronouncements

In September 2022, the FASB issued ASU 2022-04, "Disclosure of Supplier Finance Program ~~Obligations",~~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 ~~expects to adopt~~adopted the new disclosures, other than the rollforward disclosure, as required at the beginning of fiscal 2024. The rollforward ~~disclosures~~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 $559 million and $566 million as of December 31, 2023, and September 30, 2023, respectively.

Recently Issued Accounting Pronouncements

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.

Johnson Controls International plc

Notes to Consolidated Financial Statements

December 31, 2023

(unaudited)

3.~~Acquisitions and Divestitures~~ACQUISITIONS AND DIVESTITURES

During the ~~first quarter of fiscal 2023,~~three months ended December 31, 2022, the Company completed certain acquisitions for a combined purchase price, net of cash acquired, of $105 million, of which $79 millionwas paid as of December 31, 2022. In connection with the acquisitions, the Company recorded goodwill of~~$53~~ $53 million within the Global Products segment and $2 million within the Building Solutions EMEA/LA segment.

~~The Company completed no divestitures during the first quarter of fiscal 2023.~~

During the first quarter of fiscal 2022, the Company completed certain acquisitions for a combined purchase price, net of cash acquired, of $142 million, of which $108 million was paid as of December 31, 2021. In connection with the acquisitions, the Company recorded goodwill of $45 million within the Building Solutions Asia Pacific segment, $20 million within the Building Solutions North America segment, $19 million within the Building Solutions EMEA/LA segment and $10 million within the Global Products segment.

During the first quarter of fiscal 2022, the Company completed a divestiture within the Buildings Solutions EMEA/LA segment. The selling price, net of cash divested, was $18 million, of which $16 million was received as of December 31, 2021. In connection with the divestiture, the Company reduced goodwill by $5 million.

~~Acquisitions and divestitures were not material individually or in the aggregate in the first quarter of fiscal 2023 or 2022.~~

4. ~~Assets and Liabilities Held for Sale~~

During fiscal 2022, the Company determined that its Global Retail business within its Building Solutions North America, Building Solutions Asia Pacific and Building Solutions EMEA/LA segments and a business within the Building Solutions Asia Pacific segment both met the criteria to be classified as held for sale. The assets and liabilities of both businesses are presented as held for sale in the consolidated statements of financial position as of December 31, 2022 and September 30, 2022. Assets and liabilities held for sale are recorded at the lower of carrying value or fair value, less 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.ASSETS AND LIABILITIES HELD FOR SALE

During the three months ended December 31, 2022, the Company recorded impairment charges primarily due to reductions in the estimated fair values ~~for the~~of its Global Retail business of $228 million and ~~for the~~a business in the Building Solutions Asia Pacific segment of $60 million. Both businesses were classified as held for sale as of December 31, 2022. All of the impairments were recorded within restructuring and impairment costs in the consolidated statements of income.

~~Johnson Controls International plc~~

~~Notes to Consolidated Financial Statements~~

~~December 31, 2022~~

~~(unaudited)~~

~~The divestiture of the businesses~~No assets and liabilities were classified as held for sale ~~could result in a gain~~as of December 31, 2023 or loss on sale to the extent the ultimate selling prices differ from the current carrying value of the net assets recorded, which could be material. The businesses did not meet the criteria to be classified as discontinued operations as neither divestiture represents a strategic shift that will have a major effect on the Company's operations and financial results. Both divestitures are expected to be finalized in fiscalSeptember 30, 2023.

~~The following table summarizes the carrying value of the Global Retail assets and liabilities held for sale (in millions):~~

December 31, 2022 September 30, 2022
Accounts receivable - net $ 220 $ 199
Inventories 157 155
Other current assets 28 21
Current assets held for sale $ 405 $ 375
Property, plant and equipment - net $ 191 $ 89
Goodwill — 22
Other intangible assets - net 322 514
Other noncurrent assets 72 72
Noncurrent assets held for sale $ 585 $ 697
Accounts payable $ 129 $ 127
Accrued compensation and benefits 16 25
Deferred revenue 38 36
Other current liabilities 116 33
Current liabilities held for sale $ 299 $ 221
Other noncurrent liabilities $ 61 $ 61
Noncurrent liabilities held for sale $ 61 $ 61

5. ~~Revenue Recognition~~REVENUE RECOGNITION

Disaggregated Revenue

The following tables present the Company's revenues disaggregated by segment and by Products & Systems and Services revenue (in millions):

Three Months Ended December 31,
2022 2021
Products & Systems Services Total Products & Systems Services Total
Building Solutions North America $ 1,451 $ 916 $ 2,367 $ 1,299 $ 853 $ 2,152
Building Solutions EMEA/LA 552 423 975 544 415 959
Building Solutions Asia Pacific 473 173 646 501 174 675
Global Products 2,080 — 2,080 2,076 — 2,076
Total $ 4,556 $ 1,512 $ 6,068 $ 4,420 $ 1,442 $ 5,862


	Three Months Ended December 31,
	2023						2022
	Products & Systems		Services		Total		Products & Systems		Services		Total

Building Solutions North America	$	1,518	$	969	$	2,487	$	1,451	$	916	$	2,367
Building Solutions EMEA/LA	572		466		1,038		552		423		975
Building Solutions Asia Pacific	337		170		507		473		173		646
Global Products	2,062		—		2,062		2,080		—		2,080

Total	$	4,489	$	1,605	$	6,094	$	4,556	$	1,512	$	6,068

~~Johnson Controls International plc~~

~~Notes to Consolidated Financial Statements~~

~~December 31, 2022~~

~~(unaudited)~~

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


		Three Months Ended December 31,
		2022		2021
		Three Months Ended December 31,
		Three Months Ended December 31,
		Three Months Ended December 31,
		2023
		2023
		2023
HVAC
HVAC
HVAC	HVAC	$	1,440	$	1,483
Fire & Security	Fire & Security	570		544
Fire & Security
Fire & Security
Industrial Refrigeration
Industrial Refrigeration
Industrial Refrigeration	Industrial Refrigeration	70		49
Total	Total	$	2,080	$	2,076
Total
Total

Contract Balances

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

Johnson Controls International plc

Notes to Consolidated Financial Statements

December 31, 2023

(unaudited)

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

Location of contract balances

December 31, 2022

September 30, 2022

Location of contract balances

Contract assets - current

Accounts receivable - net

2,019

2,020

Contract assets - noncurrent

Other noncurrent assets

Contract assets - noncurrent

Contract liabilities - current

Deferred revenue

(1,774)

(1,768)

Contract liabilities - noncurrent

Other noncurrent liabilities

(293)

(282)

Contract liabilities - noncurrent

For the three months ended December 31, ~~2022~~2023 and ~~2021,~~2022, the Company recognized revenue of ~~$846~~$889 million and ~~$751~~$846 million, respectively, that was included in the beginning of period contract liability balance.

Performance Obligations

A performance obligation is a distinct good, service, or a 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 at a point in time or over time. The timing of satisfying the performance obligation is typically stipulated by the terms of the contract. As of December 31, ~~2022,~~2023, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately ~~$18.4~~$19.9 billion, ofof which ~~approximately 65%~~approximately 64% is ex~~pected~~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 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.

~~Johnson Controls International plc~~

~~Notes to Consolidated Financial Statements~~

~~December 31, 2022~~

~~(unaudited)~~

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 these costs are recoverable. These costs consist primarily of sales commissions and design costs that relate to a contract or an anticipated contract that ~~we expect~~the Company expects to recover. Costs to obtain or fulfill a contract are capitalized and amortized 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):

December 31, 2022

September 30, 2022

December 31, 2023

Other current assets

148

139

Other noncurrent assets

191

174

Other noncurrent assets

Total

339

313

Total

~~For~~During the three months ended December 31, ~~2022~~2023 and ~~2021,~~2022, the Company recognized amortization expense of $57 million and $61 million, ~~and $50 million~~respectively, related to costs to obtain or fulfill a contract. There were no impairment losses recognized in the three months ended December 31, ~~2022~~2023 and ~~2021.~~2022.

Johnson Controls International plc

Notes to Consolidated Financial Statements

December 31, 2023

(unaudited)

6. ~~Accounts Receivable~~ACCOUNTS RECEIVABLE

The Company enters into various factoring agreements to sell certain accounts receivable to third-party financial institutions. For the majority of these agreements, for ease of administration, the Company collects customer payments related to the factored receivables on behalf of the financial institutions but otherwise maintains no continuing involvement with respect to the factored receivables. Sales of accounts receivable are reflected as a reduction of accounts receivable in the consolidated statements of financial position and the proceeds are included in cash flows from operating activities in the consolidated statements of cash flows. The Company sold ~~$409~~$702 million and ~~$134~~$409 million of accounts receivable under ~~these~~ factoring agreements during the three months ended December 31, 2023 and 2022, ~~and 2021,~~ respectively. ~~The cost of factoring such receivables was not material.~~ Previously sold receivables still outstanding were ~~$384~~$761 million and ~~$476~~$681 million as of December 31, ~~2022~~2023 and September 30, ~~2022,~~2023, respectively.

7. ~~Inventories~~INVENTORIES

Inventories consisted of the following (in millions):


	December 31, 2023					December 31, 2023	September 30, 2023
		December 31, 2022		September 30, 2022

Raw materials and supplies
Raw materials and supplies
Raw materials and supplies	Raw materials and supplies	$	1,162	$	1,009
Work-in-process	Work-in-process	215		196
Finished goods	Finished goods	1,518		1,305
Inventories	Inventories	$	2,895	$	2,510

8. ~~Goodwill and Other Intangible Assets~~GOODWILL AND OTHER INTANGIBLE ASSETS

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


		Three Months Ended December 31, 2023														Three Months Ended December 31, 2023
		Building Solutions North America											Building Solutions North America	Building Solutions EMEA/LA	Building Solutions Asia Pacific		Global Products	Total
Goodwill
Accumulated impairment loss
Balance at beginning of period

			Three Months Ended December 31, 2022
			Building Solutions North America		Building Solutions EMEA/LA		Building Solutions Asia Pacific		Global Products		Total
Goodwill			$	9,630	$	1,772	$	1,116	$	5,591	18,109
Accumulated impairment loss			(659)		(47)		—		(75)		(781)
Balance at beginning of period			8,971		1,725		1,116		5,516		17,328
Acquisitions			—		2		—		53		55
Foreign currency translation and other

Foreign currency translation and other

Foreign currency translation and other	Foreign currency translation and other		8		139		62		92		301
Balance at end of period	Balance at end of period		$	8,979	$	1,866	$	1,178	$	5,661	$	17,684

~~The Company tests goodwill for impairment annually as of July 31 or more frequently if events or changes in circumstances indicate the asset might be impaired.~~(1) There were no triggering events requiring an impairment assessment be conducted in the three months ended December 31, 2022. However, it is possible that future changes in circumstances would require the Company to record additional non-cash impairment charges.Includes measurement period adjustments

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


		December 31, 2022						September 30, 2022						December 31, 2023			September 30, 2023
		Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount	Accumulated Amortization	Net		Gross Carrying Amount	Accumulated Amortization	Net
Definite-lived intangible assets	Definite-lived intangible assets
Technology	Technology	$	1,415	$	(699)	$	716	$	1,353	$	(658)	$	695
Technology
Technology
Customer relationships	Customer relationships	2,793		(1,330)		1,463		2,742		(1,254)		1,488
Miscellaneous	Miscellaneous	780		(407)		373		756		(386)		370
		4,988		(2,436)		2,552		4,851		(2,298)		2,553
	5,584
Indefinite-lived intangible assets	Indefinite-lived intangible assets
Trademarks/trade names
Trademarks/trade names
Trademarks/trade names	Trademarks/trade names	2,121		—		2,121		2,088		—		2,088

		2,121		—		2,121		2,088		—		2,088
Total intangible assets	Total intangible assets	$	7,109	$	(2,436)	$	4,673	$	6,939	$	(2,298)	$	4,641

Total intangible assets

Total intangible assets

Amortization of other intangible assets ~~included within continuing operations~~ for ~~the three-month periods ended December 31, 2022 and 2021 was $104 million and $118 million, respectively.~~

The Company tests indefinite-lived intangible assets for impairment annually as of July 31 or more frequently if events or changes in circumstances indicate the asset might be impaired. There were no triggering events requiring that an impairment assessment be conducted in the three months ended December 31, ~~2022. However, it is possible that future changes in circumstances would require the Company to record additional non-cash impairment charges.~~

2023 and 2022 was $122 million and $104 million, respectively.

1312

Johnson Controls International plc

Notes to Consolidated Financial Statements

December 31, 2023

(unaudited)

9. ~~Leases~~LEASES

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

Location of lease balances

December 31, 2022

September 30, 2022

Location of lease balances

December 31, 2023

September 30, 2023

Operating lease right-of-use assets

Other noncurrent assets

1,311

1,271

Operating lease liabilities - current

Other current liabilities

290

280

Operating lease liabilities - noncurrent

Other noncurrent liabilities

1,018

987

The following table presents supplemental noncash operating lease activity ~~excluding leases acquired in business combinations~~ (in millions):

Three Months Ended
December 31,
2022 2021
Right-of-use assets obtained in exchange for operating lease liabilities $ 110 $ 55


	Three Months Ended December 31,
		2023		2022



Right-of-use assets obtained in exchange for operating lease liabilities		$	77	$	110

10. ~~Debt and Financing Arrangements~~DEBT AND FINANCING ARRANGEMENTS

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


	December 31,			September 30,
	2023			2023
Commercial paper	$	1,383		$	200
Term loans	598			159
Bank borrowings	17			26
	$	1,998		$	385
Weighted average interest rate on short-term debt outstanding	4.4		%	5.1		%

As of December 31, ~~2022,~~2023, the Company had a syndicated ~~$2.5 billion~~ committed revolving credit ~~facility,~~facilities of $2.5 billion which is scheduled to expire in December ~~2024,~~2028 and ~~a syndicated~~ $500 million ~~committed revolving credit facility,~~ which is scheduled to expire in ~~November 2023. As of~~ December ~~31, 2022, there~~2024. There were no draws on the ~~facilities.~~

~~In October 2022, the Company repaid a €200 million ($196 million as of September 30, 2022) term loan with an interest rate of EURIBOR plus 0.5% and entered into a €150 million ($161 million~~facilities as of December 31, ~~2022) term loan with an interest rate of EURIBOR plus 0.7% which is due in April 2024.~~2023.

~~The Company had $715 million and $172 million of commercial paper outstanding as of December 31, 2022 and September 30, 2022, respectively.~~

~~Net Financing Charges~~

~~Net financing charges consisted of the following (in millions):~~

Three Months Ended
December 31,
2022 2021
Interest expense, net of capitalized interest costs $ 69 $ 55
Other financing charges 10 5
Interest income (4) (2)
Net foreign exchange results for financing activities (8) (5)
Net financing charges $ 67 $ 53

11. ~~Derivative Instruments and Hedging Activities~~DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company selectively uses derivative instruments to reduce market risk associated with changes in foreign currency, commodities and interest rates. Under Company policy, the use of derivatives is restricted to those intended for hedging purposes; the use of any derivative instrument for speculative purposes is strictly prohibited. A description of each type of derivative utilized by the Company to manage risk is included in the following paragraphs. In addition, refer to Note 12, "Fair Value Measurements," of the notes to the consolidated financial statements for information related to the fair value measurements and valuation methods utilized by the Company for each derivative type.

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.

Johnson Controls International plc

Notes to Consolidated Financial Statements

December 31, 2023

(unaudited)

The Company enters into forward-starting interest-rate swaps in conjunction with anticipated note issuances. Forward-starting interest swaps are terminated when the anticipated notes are issued. As of December 31, 2023 and September 30, 2023, $600 million of forward-starting interest swaps were outstanding on an $800 million anticipated note issuance. Accumulated amounts recorded in accumulated other comprehensive income (loss) ("AOCI") as of the date of the note issuance are amortized to interest expense over the life of the related note to reflect the difference between the swap's reference rate and the fixed rate of the note.

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


	Volume Outstanding as of
Commodity	December 31, 2023	September 30, 2023

Copper	3,062	2,812
Aluminum	5,973	5,976

Cash flow hedges under ASC 815, "Derivatives and Hedging," that hedge gains or losses due to changes in fair value are initially recorded as a component of ~~accumulated other comprehensive income (loss) ("AOCI")~~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 and commodity prices during the three months ended December 31, ~~2022~~2023 and ~~2021.~~

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

Volume Outstanding as of
Commodity December 31, 2022 September 30, 2022
Copper 4,218 3,629
Aluminum 10,362 6,758
2022.

Net Investment Hedges

The Company enters 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 ~~currency~~ gains and losses recorded on the ~~Company's~~Company’s net investments globally.

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


			December 31,		September 30,
			2022		2022
		December 31,						December 31,	September 30,
							2023
Euro-denominated bonds designated as net investment hedges in Europe	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	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

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 forward 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.

Johnson Controls International plc

Notes to Consolidated Financial Statements

December 31, 2023

(unaudited)

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):


		Derivatives and Hedging Activities Designated as Hedging Instruments under ASC 815				Derivatives and Hedging Activities Not Designated as Hedging Instruments under ASC 815				Derivatives and Hedging Activities Designated as Hedging Instruments		Derivatives and Hedging Activities Not Designated as Hedging Instruments
		December 31,		September 30,		December 31,		September 30,		December 31,	September 30,		December 31,		September 30,
		2022		2022		2022		2022
	2023													2023
Other current assets	Other current assets
Foreign currency exchange derivatives	Foreign currency exchange derivatives	$	26	$	30	$	—	$	24
Foreign currency exchange derivatives
Foreign currency exchange derivatives
Interest rate swaps
Commodity derivatives	Commodity derivatives	2		—		—		—

Other noncurrent assets
Cross-currency interest rate swap
Cross-currency interest rate swap
Cross-currency interest rate swap
Total assets	Total assets	$	28	$	30	$	—	$	24

Other current liabilities	Other current liabilities
Other current liabilities
Other current liabilities
Foreign currency exchange derivatives
Foreign currency exchange derivatives
Foreign currency exchange derivatives	Foreign currency exchange derivatives	$	50	$	24	$	14	$	27

Interest rate swaps

Interest rate swaps

Interest rate swaps
Commodity derivatives	Commodity derivatives	2		10		—		—
Long-term debt	Long-term debt
Foreign currency denominated debt	Foreign currency denominated debt	3,346		3,077		—		—
Foreign currency denominated debt
Foreign currency denominated debt
Total liabilities	Total liabilities	$	3,398	$	3,111	$	14	$	27

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.

1615

Johnson Controls International plc

Notes to Consolidated Financial Statements

December 31, 2023

(unaudited)

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


		Fair Value of Assets				Fair Value of Liabilities
		December 31,		September 30,		December 31,		September 30,
		2022		2022		2022		2022



		2023
		2023
		2023
Gross amount recognized
Gross amount recognized
Gross amount recognized	Gross amount recognized	$	28	$	54	$	3,412	$	3,138
Gross amount eligible for offsetting	Gross amount eligible for offsetting	(17)		(42)		(17)		(42)
Gross amount eligible for offsetting
Gross amount eligible for offsetting
Net amount	Net amount	$	11	$	12	$	3,395	$	3,096
Net amount
Net amount

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 ASC 815 Cash Flow Hedging Relationships			Three Months Ended December 31,
			2022		2021
Derivatives in Cash Flow Hedging Relationships

Derivatives in Cash Flow Hedging Relationships

		2023
		2023
Foreign currency exchange derivatives
Foreign currency exchange derivatives
Foreign currency exchange derivatives	Foreign currency exchange derivatives		$	(21)	$	13
Commodity derivatives	Commodity derivatives		4		(2)
Commodity derivatives
Commodity derivatives
Interest rate swaps
Interest rate swaps
Interest rate swaps

Total	Total		$	(17)	$	11

Total

Total

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 ASC 815 Cash Flow Hedging Relationships			Location of Gain (Loss) Reclassified from AOCI into Income	Three Months Ended December 31,
				2022		2021
Derivatives in Cash Flow Hedging Relationships

Derivatives in Cash Flow Hedging Relationships

		2023
		2023
Foreign currency exchange derivatives
Foreign currency exchange derivatives
Foreign currency exchange derivatives	Foreign currency exchange derivatives		Cost of sales	$	9	$	5
Commodity derivatives	Commodity derivatives		Cost of sales	(6)		(4)
Interest rate swaps			Net financing charges	—		(1)
Commodity derivatives
Commodity derivatives

Total	Total			$	3	$	—

Total

Total

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 under ASC 815			Location of Gain Recognized in Income on Derivative	Three Months Ended December 31,
				2022		2021
Derivatives Not Designated as Hedging Instruments

Derivatives Not Designated as Hedging Instruments

Derivatives Not Designated as Hedging Instruments

		2023
		2023
Foreign currency exchange derivatives
Foreign currency exchange derivatives
Foreign currency exchange derivatives

Foreign currency exchange derivatives

Foreign currency exchange derivatives	Foreign currency exchange derivatives		Cost of sales	$	2	$	10

Foreign currency exchange derivatives	Foreign currency exchange derivatives		Net financing charges	79		87

Equity swap			Selling, general and administrative	—		5

Total	Total			$	81	$	102

Total

Total

Pre-tax ~~gains (losses)~~losses on net investment hedges recorded as foreign currency translation adjustments ("CTA") within other comprehensive income (loss) were ~~$(269)~~$145 million and ~~$73~~$269 million for the three months ended December 31, ~~2022~~2023 and ~~2021,~~2022, respectively. No gains or losses were reclassified from CTA into income during the three months ended December 31, ~~2022~~2023 and ~~2021.~~2022.

1716

Johnson Controls International plc

Notes to Consolidated Financial Statements

December 31, 2023

(unaudited)

12. ~~Fair Value Measurements~~FAIR VALUE MEASUREMENTS

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.

Recurring 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:								Fair Value Measurements Using:
		Total as of December 31, 2022		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total as of December 31, 2023	Quoted Prices in Active Markets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Other current assets	Other current assets
Foreign currency exchange derivatives	Foreign currency exchange derivatives	$	26	$	—	$	26	$	—
Exchange traded funds (fixed income)1		23		23		—		—
Foreign currency exchange derivatives
Foreign currency exchange derivatives

Commodity derivatives	Commodity derivatives	2		—		2		—
Commodity derivatives
Commodity derivatives

Other noncurrent assets

Other noncurrent assets

Other noncurrent assets	Other noncurrent assets

Deferred compensation plan assets	Deferred compensation plan assets	49		49		—		—
Exchange traded funds (fixed income)1		82		82		—		—
Exchange traded funds (equity)1		139		139		—		—

Deferred compensation plan assets

Deferred compensation plan assets
Exchange traded funds (fixed income)(1)
Exchange traded funds (equity)(1)

Total assets

Total assets

Total assets	Total assets	$	321	$	293	$	28	$	—
Other current liabilities	Other current liabilities
Foreign currency exchange derivatives	Foreign currency exchange derivatives	$	64	$	—	$	64	$	—
Foreign currency exchange derivatives
Foreign currency exchange derivatives
Interest rate swaps

Commodity derivatives		2		—		2		—
Contingent earn-out liabilities
Contingent earn-out liabilities
Contingent earn-out liabilities	Contingent earn-out liabilities	49		—		—		49
Other noncurrent liabilities	Other noncurrent liabilities
Contingent earn-out liabilities	Contingent earn-out liabilities	34		—		—		34
Contingent earn-out liabilities
Contingent earn-out liabilities
Total liabilities	Total liabilities	$	149	$	—	$	66	$	83

1817

Johnson Controls International plc

Fair Value Measurements Using:
Total as of September 30, 2022 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 $ 54 $ — $ 54 $ —
Exchange traded funds (fixed income)1
22 22 — —
Other noncurrent assets
Deferred compensation plan assets 46 46 — —
Exchange traded funds (fixed income)1
86 86 — —
Exchange traded funds (equity)1
131 131 — —
Total assets $ 339 $ 285 $ 54 $ —
Other current liabilities
Foreign currency exchange derivatives $ 51 $ — $ 51 $ —
Commodity derivatives 10 — 10 —
Contingent earn-out liabilities 30 — — 30
Other noncurrent liabilities
Contingent earn-out liabilities 30 — — 30
Total liabilities $ 121 $ — $ 61 $ 60
Notes to Consolidated Financial Statements

December 31, 2023

(unaudited)


	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 swap	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

1(1) Classified as restricted investments for payment of asbestos liabilities. See Note 21, "Commitments and Contingencies," of the notes to the 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, ~~2022~~2023	$	60124
~~Acquisitions~~	25
Payments	~~(3)~~(19)
Reduction for change in estimates	(1)
Currency translation	1
Balance at December 31, ~~2022~~2023	$	83105

Valuation Methods

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

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 were established using a Monte Carlo simulation based on the forecasted operating results and the earn-out formula 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

Johnson Controls International plc

Notes to Consolidated Financial Statements

December 31, 2023

(unaudited)

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.

~~Investments in exchange~~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 the consolidated financial statements for further information.

~~Contingent earn-out liabilities~~Foreign currency exchange derivatives: The ~~contingent earn-out liabilities were established~~foreign currency exchange derivatives are valued under a market approach using ~~a Monte Carlo simulation based on~~publicized spot and forward prices.

Interest rate swaps: The fair value of interest rate swaps represent the ~~forecasted operating results~~difference between the swap's reference rate and the ~~earn-out formula specified in~~interest rate for a similar instrument as of the ~~purchase agreements.~~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 December 31, ~~2022~~2023 and ~~2021~~2022 (in millions):


			Three Months Ended December 31,
			2022		2021
			Three Months Ended December 31,

			Three Months Ended December 31,

		2023
		2023
Deferred compensation plan assets
Deferred compensation plan assets
Deferred compensation plan assets	Deferred compensation plan assets		$	3	$	3
Investments in exchange traded funds	Investments in exchange traded funds		11		14
Investments in exchange traded funds
Investments in exchange traded funds

All of the gains on investments in exchange traded funds related to restricted investments.

The fair values of cash and cash equivalents, accounts receivable, short-term debt and accounts payable approximate their carrying values. ~~At December 31, 2022, the~~

The fair value of long-term debt ~~was $7.9 billion, including public debt of $7.5 billion~~at December 31, 2023 and ~~other long-term debt of $0.4 billion. At~~ September 30, ~~2022, the fair value of long-term debt~~2023 was ~~$7.3 billion, including public debt of $7.1 billion and other long-term debt of $0.2 billion.~~ as follows (in billions):


	December 31,		September 30,
	2023		2023
Public debt	$	7.8	$	7.1
Other long-term debt	0.4		0.4
Total fair value of long-term debt	$	8.2	$	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~~STOCK-BASED COMPENSATION

~~On March 10, 2021, the shareholders of the Company approved the~~The Johnson Controls International plc 2021 Equity and Incentive ~~Plan (the "Plan"). The~~ Plan authorizes stock options, stock appreciation rights, restricted (non-vested) stock/units, performance share 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. Awards are typically granted annually in the Company’s fiscal first quarter.

Johnson Controls International plc

Notes to Consolidated Financial Statements

December 31, 2023

(unaudited)

A summary of the stock-based awards granted is presented below:

Three Months Ended December 31,
2022 2021
Number Granted Weighted Average Grant Date Fair Value Number Granted Weighted Average Grant Date Fair Value
Restricted stock/units 1,614,493 $ 66.73 1,170,634 $ 79.54
Performance shares 339,191 79.54 438,476 84.27
Stock options 570,140 18.21 548,398 18.59


	Three Months Ended December 31,
	2023			2022
	Number Granted	Weighted Average Grant Date Fair Value		Number Granted	Weighted Average Grant Date Fair Value
Restricted stock/units	1,741,102	$	53.52	1,614,493	$	66.73
Performance shares	370,307	54.13		339,191	79.54
Stock options	652,702	13.74		570,140	18.21

Performance Share Awards

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

Three Months Ended
December 31,
2022 2021
Risk-free interest rate 4.04% 0.99%
Expected volatility of the Company’s stock 33.5% 30.0%


	Three Months Ended December 31,
	2023	2022
Risk-free interest rate	4.21%	4.04%
Expected volatility of the Company’s stock	27.2%	33.5%

Stock Options

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


		Three Months Ended December 31,			Three Months Ended December 31,
		2022	2021		2023	2022
Expected life of option (years)	Expected life of option (years)	5.8	6.0	Expected life of option (years)	5.7	5.8
Risk-free interest rate	Risk-free interest rate	3.59%	1.35%	Risk-free interest rate	3.86%	3.59%
Expected volatility of the Company’s stock	Expected volatility of the Company’s stock	29.4%	27.8%	Expected volatility of the Company’s stock	29.8%	29.4%
Expected dividend yield on the Company’s stock	Expected dividend yield on the Company’s stock	2.10%	1.71%	Expected dividend yield on the Company’s stock	2.77%	2.10%

Johnson Controls International plc

Notes to Consolidated Financial Statements

December 31, 2023

(unaudited)

14. ~~Earnings Per Share~~EARNINGS PER SHARE

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

Three Months Ended
December 31,

2022

2021

Income Available to Ordinary Shareholders

Basic and diluted income available to
shareholders

118

381

Net income attributable to Johnson Controls

Weighted Average Shares Outstanding

Basic weighted average shares outstanding

687.0

704.3

Basic weighted average shares outstanding

Effect of dilutive securities:

Stock options, unvested restricted stock and
unvested performance share awards

3.3

5.2

Stock options, unvested restricted stock and
unvested performance share awards

Diluted weighted average shares outstanding

690.3

709.5

Antidilutive Securities

Stock options and unvested restricted stock

0.3

—

Stock options and unvested restricted stock

15. ~~Equity~~EQUITY

Share repurchase program

~~For~~During the three months ended December 31, 2022, ~~and 2021,~~ the Company repurchased and immediately retired $154 million ~~and $526 million~~ of its ordinary shares. No shares ~~respectively.~~ were repurchased during the three months ended December 31, 2023.

As of December 31, ~~2022,~~2023, approximately ~~$3.5~~$3.0 billion remains available under the Company's 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.

Johnson Controls International plc

Notes to Consolidated Financial Statements

December 31, 2023

(unaudited)

Accumulated Other Comprehensive Income (Loss)

The following schedules present changes in AOCI attributable to Johnson Controls (in millions, net of tax):


		Three Months Ended December 31,
		2022		2021
	Three Months Ended December 31,						Three Months Ended December 31,
	2023					2023		2022

Foreign currency translation adjustments	Foreign currency translation adjustments
Foreign currency translation adjustments
Foreign currency translation adjustments
Balance at beginning of period	Balance at beginning of period	$	(901)	$	(421)
Aggregate adjustment for the period (net of tax effect of $0 and $0)		59		84
Balance at beginning of period
Balance at beginning of period
Aggregate adjustment for the period
Balance at end of period	Balance at end of period	(842)		(337)

Realized and unrealized gains (losses) on derivatives	Realized and unrealized gains (losses) on derivatives
Realized and unrealized gains (losses) on derivatives
Realized and unrealized gains (losses) on derivatives
Balance at beginning of period	Balance at beginning of period	(11)		(17)
Current period changes in fair value (net of tax effect of $(2) and $3)		(9)		4
Reclassification to income (net of tax effect of $(1) and $0) *		(2)		—
Balance at beginning of period
Balance at beginning of period
Current period changes in fair value
Reclassification to income (1)
Net tax impact
Balance at end of period	Balance at end of period	(22)		(13)

Pension and postretirement plans	Pension and postretirement plans
Pension and postretirement plans
Pension and postretirement plans
Balance at beginning of period	Balance at beginning of period	1		4
Reclassification to income (net of tax effect of $0 and $0)		(1)		(1)
Balance at beginning of period
Balance at beginning of period
Reclassification to income
Balance at end of period	Balance at end of period	—		3

Accumulated other comprehensive loss, end of period	Accumulated other comprehensive loss, end of period	$	(864)	$	(347)
Accumulated other comprehensive loss, end of period
Accumulated other comprehensive loss, end of period

* (1) Refer to Note 11, "Derivative Instruments and Hedging Activities," of the notes to the 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. ~~Pension and Postretirement Plans~~PENSION AND RETIREMENT PLANS

The components of the Company’s net periodic benefit ~~costs from continuing operations~~cost (credit) associated with its defined benefit pension and postretirement plans, which are primarily recorded in selling, general and administrative expenses in the consolidated statements of income, are shown in the tables below in accordance with ASC 715, "Compensation – Retirement Benefits" (in millions):





		Three Months Ended December 31,
		Three Months Ended December 31,
		Three Months Ended December 31,
		U.S. Pension Plans
		Three Months Ended December 31,
		2022		2021

Interest cost	Interest cost	$	21	$	10

Interest cost

Interest cost
Expected return on plan assets	Expected return on plan assets	(34)		(41)
Net actuarial loss (gain)		8		(42)
Settlement gain		—		(1)
Expected return on plan assets
Expected return on plan assets
Net actuarial loss
Net actuarial loss
Net actuarial loss

Net periodic benefit credit	Net periodic benefit credit	$	(5)	$	(74)

Net periodic benefit credit

Net periodic benefit credit

Non-U.S. Pension Plans
Three Months Ended
December 31,
2022 2021
Service cost $ 3 $ 6
Interest cost 16 10
Expected return on plan assets (18) (21)
Net periodic benefit cost (credit) $ 1 $ (5)

Johnson Controls International plc

Notes to Consolidated Financial Statements

December 31, 2023

(unaudited)


	Non-U.S. Pension Plans
	Three Months Ended December 31,
	2023		2022

Service cost	$	4	$	3
Interest cost	17		16
Expected return on plan assets	(18)		(18)



Net periodic benefit cost	$	3	$	1




						Postretirement Benefits
	Three Months Ended December 31,
		Postretirement Benefits
		Three Months Ended December 31,
		2022		2021

Interest cost	Interest cost	$	1	$	—

Interest cost

Interest cost
Expected return on plan assets
Expected return on plan assets
Expected return on plan assets	Expected return on plan assets	(2)		(2)
Amortization of prior service credit	Amortization of prior service credit	(1)		(1)
Amortization of prior service credit
Amortization of prior service credit
Net periodic benefit credit	Net periodic benefit credit	$	(2)	$	(3)
Net periodic benefit credit
Net periodic benefit credit

During the three months ended December 31, 2022, the amount of cumulative fiscal 2023 lump sum payouts triggered a remeasurement event for certain U.S. pension plans resulting in the recognition of net actuarial losses of $8 million, primarily due to decreases in discount rates, partially offset by favorable plan asset performance.

During the three months ended December 31, 2021, the amount of cumulative fiscal 2022 lump sum payouts triggered a remeasurement event for certain U.S. pension plans resulting in the recognition of net actuarial gains of $42 million, primarily due to favorable plan asset performance.

17. ~~Significant Restructuring and Impairment Costs~~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 various restructuring activities 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 ~~other related costs consist primarily of consulting costs incurred as a direct result of the restructuring activities. The~~ Company expects the restructuring activities to reduce cost of sales and selling, general and administrative expenses ("SG&A&A") due to reduced employee-related costs, depreciation and amortization expense.

~~During~~In the third and fourth quarters of fiscal 2023, the Company developed a restructuring plan which included workforce reductions and other actions focused on continued scaling of SG&A expenses to its planned growth. Additional restructuring charges related to this plan were recorded in the three months ended December 31, ~~2022, the Company recorded $57 million of restructuring~~2023 and ~~impairment costs~~are expected in the consolidated statements of income. These charges relate to restructuring plans within the segments and at Corporate to reduce and optimize our cost structure. Refer to Note 4, "Assets and Liabilities Held for Sale" of the notes to the consolidated financial statements for disclosure of other impairment costs.

In fiscal 2021, the Company committed to a significant multi-year restructuring plan ("2021 Plan"). The restructuring actions were substantially completed in fiscal 2022 and final payments, which are not material, will be made in fiscal 2023.subsequent quarters.

The following table summarizes restructuring ~~and impairment~~ costs (in millions):


	Three Months Ended December 31, ~~2022~~2023

Building Solutions North America	$	24
Building Solutions EMEA/LA	2113
~~Building Solutions Asia Pacific~~	5
Global Products	2321
Corporate	61
Total	$	5739

Johnson Controls International plc

Notes to Consolidated Financial Statements

December 31, 2023

(unaudited)

The following table summarizes changes in the restructuring reserve, which is included within other current liabilities in the consolidated statements of financial position, for ~~new~~ restructuring actions taken in the year ended September 30, 2023 and three months ended December 31, ~~2022~~2023 (in millions):


		Employee Severance and Termination Benefits
		Employee Severance and Termination Benefits
		Employee Severance and Termination Benefits								Long-Lived Asset Impairments	Other	Total
		Employee Severance and Termination Benefits		Long-Lived Asset Impairments		Other		Total

Original reserve		$	30	$	6	$	21	$	57
Restructuring and related costs
Restructuring and related costs
Restructuring and related costs
Utilized—cash
Utilized—noncash
Balance at September 30, 2023
Additional restructuring and related costs
Utilized—cash	Utilized—cash	(3)		—		(5)		(8)
Utilized—noncash	Utilized—noncash	—		(6)		—		(6)

Balance at December 31, 2022		$	27	$	—	$	16	$	43
Balance at December 31, 2023
Balance at December 31, 2023
Balance at December 31, 2023

18. ~~Income Taxes~~INCOME TAXES

In calculating the provision for income taxes, the Company uses an estimate of the annual effective tax rate based upon the facts and circumstances known at each interim period. On a quarterly basis, the actual effective tax rate is adjusted, as appropriate, based upon changed facts and circumstances, if any, as compared to those forecasted at the beginning of the fiscal year and each interim period thereafter.

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

For the three months ended December 31, 2023, the Company's effective tax rate was (0.2%) and was lower than the statutory tax rate of 12.5% primarily due to Swiss tax reform and the benefits of continuing global tax planning, partially offset by the establishment of a deferred tax liability on the outside basis difference of the Company's investment in certain consolidated subsidiaries and tax rate differentials.

For the three months ended December 31, 2022, the Company's effective tax rate ~~for continuing operations~~ was 8.2% and was lower than the statutory tax rate of 12.5% primarily due to impairment and restructuring charges and the benefits of continuing global tax planning initiatives, partially offset by tax rate differentials. For the three months ended December 31, 2021, the Company's effective tax rate for continuing operations was 14.5% and was higher than the statutory tax rate of 12.5% primarily due to the income tax effects of mark-to-market adjustments and tax rate differentials, partially offset by the benefits of continuing global tax planning initiatives.

Valuation Allowance

The Company reviews the realizability of its deferred tax assets 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.

Uncertain Tax Positions

At September 30, ~~2022,~~2023, the Company had gross tax-effected unrecognized tax benefits of ~~$2,537 million,~~$2.2 billion, of which ~~$1,973 million,~~$1.6 billion, if recognized, would impact the effective tax rate. Accrued interest, net at September 30, ~~2022~~2023 was approximately ~~$284~~$335 million (net of tax benefit). Interest accrued during the three months ended December 31, ~~2022~~2023 and ~~2021~~2022 was approximately ~~$26~~$31 million (net of tax benefit) and approximately ~~$17~~$26 million (net of tax benefit), respectively. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense.

Johnson Controls International plc

Notes to Consolidated Financial Statements

December 31, 2023

(unaudited)

In the U.S., fiscal years 2017 through 2018 are currently under ~~exam by~~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:~~jurisdictions:


Tax Jurisdiction						Tax Years Covered

Belgium						2015 - ~~2021~~2022

Germany						2007 - ~~2018~~2021
Luxembourg						2017 - 2018
Mexico						2015 - ~~2017~~2019

United Kingdom						2014 - ~~2015, 2017~~2015; 2018; 2020 - ~~2018; 2020~~2021

It is reasonably possible that 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

The Company recorded restructuring and impairment costs of $39 million, which generated a $7 million tax benefit, during the three months ended December 31, 2023 and $345 million, which generated a $52 million tax benefit, during the three months ended December 31, ~~2022 and $49 million, which generated a $7 million tax benefit, during the three months ended December 31, 2021,~~2022.

Tax expenses and benefits for the above transactions reflect the Company’s current tax positions in the impacted jurisdictions. Refer to Note 17, ~~“Significant Restructuring~~“Restructuring and ~~Impairment~~Related Costs,” of the notes to the consolidated financial statements for additional information.

Impacts of Tax Legislation

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 is effective starting January 1, 2024. The IMTM increased Switzerland's combined statutory income tax rate to approximately 15%. As a result, in the three months ended December 31, 2023, 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, creates a new book minimum tax of at least 15% of consolidated GAAP pre-tax income for corporations with average book income in excess of $1 billion. The book minimum tax is first applicable in fiscal year 2024, however, this provision does not have a material impact on the Company's effective tax rate.

During the three months ended December 31, ~~2022~~2023 and ~~2021,~~2022, tax legislation was adopted in various other jurisdictions. These law changes did not have a material impact on the Company's consolidated financial statements.

19. ~~Segment Information~~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:~~ America which operates in the United States and Canada;

•Building Solutions ~~North America designs, sells, installs,~~EMEA/LA which operates in Europe, the Middle East, Africa and ~~services~~Latin America;

Johnson Controls International plc

Notes to Consolidated Financial Statements

December 31, 2023

(unaudited)

•Building Solutions Asia Pacific which operates in Asia Pacific; and

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

The Building Solutions segments:

•Design, sell, install and service HVAC, controls, building management, refrigeration, integrated electronic security and integrated ~~fire detection~~fire-detection and suppression ~~systems for commercial, industrial, retail, small business, institutional~~systems; and ~~governmental customers in the United States and Canada. Building Solutions North America also provides energy efficiency~~

•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 ~~control systems, as well as data-driven "smart building" solutions, to non-residential building~~controls systems.

The Global Products segment designs, manufactures and ~~industrial applications in the United States and Canadian marketplace.~~sells:

•~~Building Solutions EMEA/LA:~~ Building Solutions EMEA/LA designs, sells, installs and services HVAC, controls, building management, refrigeration, integrated electronic security, integrated fire detection and suppression systems, and provides technical services, including data-driven "smart building" solutions, to markets in Europe, the Middle East, Africa and Latin America.

•~~Building Solutions Asia Pacific:~~ Building Solutions Asia Pacific designs, sells, installs and services HVAC, controls, building management, refrigeration, integrated electronic security, integrated fire-detection and suppression systems, and provides technical services, including data-driven "smart building" solutions, in the Asia Pacific marketplace.

•~~Global Products:~~ ~~Global Products designs, manufactures and sells~~ HVAC equipment, controls software and software services for residential and commercial applications to commercial, industrial, retail, residential, small business, institutional and governmental customers worldwide. In addition, Global Products designs, manufactures and sells refrigerationapplications;

•Refrigeration equipment and ~~controls globally. The Global Products business also designs, manufactures~~controls;

•Fire protection and ~~sells fire protection, fire suppression~~suppression; and ~~security~~

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

The Company’s segments provide products and services to commercial, institutional, industrial, ~~retail,~~data center, governmental and residential ~~small business, institutional and governmental customers worldwide. Global Products also includes the Johnson Controls-Hitachi joint venture.~~customers.

Management evaluates the performance of its business segments primarily on segment earnings before interest, taxes and amortization ("EBITA"), which represents income ~~from continuing operations~~ before income taxes and noncontrolling interests, excluding general corporate expenses, intangible asset amortization, net financing charges, restructuring and impairment costs, and the net mark-to-market adjustments related to pension and postretirement plans and restricted asbestos investments.

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




						Net Sales

		Net Sales
		Three Months Ended December 31,
		2022		2021

Building Solutions North America	Building Solutions North America	$	2,367	$	2,152

Building Solutions North America

Building Solutions North America
Building Solutions EMEA/LA
Building Solutions EMEA/LA
Building Solutions EMEA/LA	Building Solutions EMEA/LA	975		959
Building Solutions Asia Pacific	Building Solutions Asia Pacific	646		675
Building Solutions Asia Pacific
Building Solutions Asia Pacific
Global Products
Global Products
Global Products	Global Products	2,080		2,076
Total net sales	Total net sales	$	6,068	$	5,862
Total net sales
Total net sales

Segment EBITA
Three Months Ended
December 31,
2022 2021
Building Solutions North America $ 267 $ 250
Building Solutions EMEA/LA 75 104
Building Solutions Asia Pacific 68 68
Global Products 382 301
Total segment EBITA 792 723
Corporate expenses (109) (70)
Amortization of intangible assets (104) (118)
Restructuring and impairment costs (345) (49)
Net mark-to-market adjustments 3 57
Net financing charges (67) (53)
Income from continuing operations before income taxes $ 170 $ 490

Johnson Controls International plc

Notes to Consolidated Financial Statements

December 31, 2023

(unaudited)


	Segment EBITA
	Three Months Ended December 31,
	2023		2022

Building Solutions North America	$	285	$	267
Building Solutions EMEA/LA	80		75
Building Solutions Asia Pacific	46		68
Global Products	369		382
Total segment EBITA	780		792

Corporate expenses	139		109
Amortization of intangible assets	122		104
Restructuring and impairment costs	39		345
Net mark-to-market gains	(22)		(3)
Net financing charges	99		67
Income before income taxes	$	403	$	170

20. ~~Guarantees~~GUARANTEES

Certain of the Company's subsidiaries at the business segment level ~~have guaranteed~~guarantee the performance of third parties and ~~provided~~provide 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 repair or replace defective products within a specified time period from the date of sale. The Company records an estimate for future warranty-related costs based on actual historical ~~return rates~~costs to repair or replace products 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 than 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~~for estimated costs to be incurred within 12 months and in other non-current liabilities ~~if the warranty extends longer~~for estimated costs to be incurred in more than one year.

The changes in the carrying amount of the Company’s total product warranty liability were as follows (in millions):

Three Months Ended
December 31,
2022 2021
Balance at beginning of period $ 179 $ 192
Accruals for warranties issued during the period 29 22
Accruals from acquisition and divestitures (1) —
Settlements made (in cash or in kind) during the period (29) (29)
Currency translation 3 (1)
Balance at end of period $ 181 $ 184


	Three Months Ended December 31, 2023


Balance at beginning of period	$	203
Accruals for warranties issued during the period	30
Settlements made (in cash or in kind) during the period	(27)


Currency translation	3
Balance at end of period	$	209

Johnson Controls International plc

Notes to Consolidated Financial Statements

December 31, 2023

(unaudited)

21. ~~Commitments and Contingencies~~COMMITMENTS AND CONTINGENCIES

Environmental Matters

The Company accrues for potential environmental liabilities when it is probable a liability has been incurred and the amount of the liability is reasonably estimable. The following table presents the location and amount of reserves for environmental liabilities in the Company's consolidated statements of financial position (in millions):


	December 31, 2023					December 31, 2023	September 30, 2023
		December 31, 2022		September 30, 2022

Other current liabilities
Other current liabilities
Other current liabilities	Other current liabilities	$	48	$	66
Other noncurrent liabilities	Other noncurrent liabilities	227		220
Total reserves for environmental liabilities	Total reserves for environmental liabilities	$	275	$	286

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. During the three months ended September 30, 2022, with the assistance of independent environmental consultants and taking into consideration investigation and remediation actions previously completed, new information available to the Company during the fourth quarter of fiscal 2022 and ongoing discussions with the Wisconsin Department of Natural Resources ("WDNR"), the Company completed a comprehensive long-term analysis and cost assessment related to the Company’s ongoing environmental remediation obligations. As a result of this analysis, the Company increased its accrual for environmental liabilities by $228 million, which are recorded on an undiscounted basis. 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 increase to~~ the Company's environmental reserves relates to ongoing long-term remediation efforts to address contamination relating to fire-fighting foams 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”). The increase in reserves was recorded as a result of several events that occurred in the three months ended September 30, 2022, including the completion and testing of the Groundwater Extraction and Treatment System (“GETS”) at the FTC (as further discussed below), the completion of resident surveys in Peshtigo regarding long-term drinking water solutions, correspondence with regulators on planned remediation activities, finalization of cost estimates for system upgrades and related long-term run rate costs in response to new permit requirements at the Stanton Street Facility, and the development of additional information through ongoing investigation and analysis. These events allowed the Company to develop estimates of costs associated with the long-term remediation actions expected to be

performed over an estimated period of up to 20 years, including the continued operation of the GETS, the implementation of long-term drinking water solutions, continued monitoring and testing of the wells, the operation and wind-down of other legacy remediation and treatment systems and the completion of ongoing investigation obligations.

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. In May 2021, as part of Tyco Fire Products’ ongoing investigation and remediation program, the WDNR approved Tyco Fire Products’ proposed GETS, a permanent groundwater remediation system that will extract groundwater that contains PFAS, treat it using advanced filtration systems, and return the treated water to the environment.On July 18, 2023, Tyco Fire Products ~~has completed construction~~announced that it plans to discontinue the production and sale of ~~the GETS, which is now in operation. Tyco Fire Products is also in the process of completing the removal~~fluorinated firefighting foams by June 2024, including AFFF products, and disposal of PFAS-affected soil from the FTC. In December 2022, Tyco Fire Products also began implementation of a long-term drinking water solution for some Peshtigo residents with the installation of the first deep aquifer private drinking wells.will transition 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 U.S. Environmental Protection Agency (“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 ~~WDNR~~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

Johnson Controls International plc

Notes to Consolidated Financial Statements

December 31, 2023

(unaudited)

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.

PFOA, PFOS, and other PFAS compounds are being studied by EPA and other environmental and health agencies and researchers. EPA has not issued binding regulatory limits, but had initially stated that it would propose regulatory standards for PFOS and PFOA in drinking water by the end of 2019, in accordance with its PFAS Action Plan released in February 2019, and issued interim recommendations for addressing PFOA and PFOS in groundwater in December 2019. In March 2021, EPA published its final determination to regulate PFOS and PFOA in drinking water. ~~While those studies continue,~~In March 2023, EPA ~~issued in June 2022 an updated set of interim health advisory levels~~announced a proposed National Primary Drinking Water Regulation (“NPDWR”) for six PFAS compounds including PFOA and PFOS. The NPDWR proposes establishing legally enforceable levels, called Maximum Contaminant Levels, of 4.0 parts per trillion for each of PFOA and PFOS. The EPA has stated that it intends to propose two rules relating to PFAS under the Resource Conservation and Recovery Act (“RCRA”): one rule would list four PFAS (PFOA, PFOS, ~~in drinking water,~~PFBS, and GenX) as ~~well as final health advisory levels for two other types of PFAS (PFBS~~“hazardous constituents,” and ~~GenX chemicals). In November 2022, EPA added~~ a ~~class definition of PFAS to the final version of EPA's fifth Contaminant Candidate List (CCL 5), which is a list of substances not currently~~second rule would clarify that hazardous constituents are subject to ~~national drinking water regulation, but which EPA believes may require future regulation.~~RCRA's corrective action program.

In October 2021, EPA released its "PFAS Strategic Roadmap: EPA's Commitments to Action 2021-2024." The 2021-2024 Roadmap sets timelines by which EPA plans to take specific actions, including, among other items, publishing a national PFAS testing strategy, proposing to designate PFOA and PFOS as Comprehensive Environmental Response, Compensation and Liability Act hazardous substances, restricting PFAS discharges from industrial sources through Effluent Limitations Guidelines, publishing the final toxicity assessment for five additional PFAS, requiring water systems to test for 29 PFAS under the Safe Drinking Water Act, and publishing improved analytical methods in eight different environmental matrices to monitor 40 PFAS present in wastewater and stormwater discharges. Both PFOA and PFOS are types of synthetic chemical compounds that have been present in firefighting foam. However, both are also present in many existing consumer products. According to EPA, PFOA and PFOS have been used to make carpets, clothing, fabrics for furniture, paper packaging for food and other materials (e.g., cookware) that are resistant to water, grease or stains. In August 2022, EPA published a proposed rule that would designate PFOA and PFOS as “hazardous substances” under ~~CERCLA.~~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. The EPA indicated that it anticipates finalizing the regulation by March 2024.

It is ~~difficult~~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 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 ~~$17~~$10 million and $13 million at ~~both~~ December 31, ~~2022~~2023 and September 30, ~~2022.~~2023, respectively.

FTC-Related ~~Remediation and Litigation~~Matters

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 ~~recently~~ 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 September 2022, the Governor of Wisconsin signed~~The WDNR initiated a ~~scope statement setting out parameters for the WDNR to draft a final rule regarding~~rulemaking proceeding that would establish groundwater quality standards for PFOA, PFOS, perfluorobutane sulfonic acid and ~~PFOS, among other compounds. The~~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 ~~now in~~required to authorize the ~~process of drafting~~WDNR to allow the ~~rule.~~ 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

Johnson Controls International plc

Notes to Consolidated Financial Statements

December 31, 2023

(unaudited)

spread on certain fields in the area and (2) the Menominee and Peshtigo Rivers. ~~Tyco Fire Products responded to the WDNR’s letter by requesting additional necessary information.~~ On October 16, 2019, the WDNR issued a “Notice of Noncompliance” to Tyco Fire Products and Johnson Controls, Inc. regarding the WDNR’s July 3, 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 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 ~~responded to~~and Johnson Controls, Inc. concerning land-applied biosolids in the ~~WDNR’s September 2021 notice by the December 27, 2021 deadline set by WDNR and submitted a Land Applied Biosolids Interim Site Status Update Report to WDNR on October 25, 2022.~~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.~~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~~WDNR's requests. The ~~lawsuit is presently at the beginning stages of litigation: Tyco Fire Products and Johnson Controls, Inc. each filed Answers to the Complaint on April 4, 2022 and the~~ parties are proceeding with ~~initial~~ fact ~~discovery. The Company is vigorously defending this civil enforcement action~~discovery and ~~believes that it~~the court has ~~meritorious defenses, but the Company is presently unable to predict the duration, scope, or outcome~~set a trial date of ~~this action.~~December 3, 2024.

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. ~~The Company plans to vigorously defend against this case and believes that it has meritorious defenses, but the Company is presently unable to predict the duration, scope, or outcome of this action.~~

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, Inc., 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 ~~were removed to federal court on December 21, 2022, and were tagged to the MDL on December 22, 2022. The Plaintiffs~~ have ~~opposed removal and transfer~~been transferred to the MDL. Subsequently, several additional plaintiffs have direct-filed in the MDL complaints with similar allegations.

These FTC-related lawsuits are presently at the beginning stages of litigation. The Company is vigorously defending each of these cases and believes that it has meritorious defenses, but ~~the Company~~it is presently unable to predict the duration, scope, or outcome of ~~this action.~~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

Johnson Controls International plc

Notes to Consolidated Financial Statements

December 31, 2023

(unaudited)

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.

AFFF Putative Class Actions

Chemguard and Tyco Fire Products are named in 3444 pending putative class actions in federal courts originating from 1516 states and territories. All ~~but one~~ of these cases have been direct-filed in or transferred to the ~~MDL and it is anticipated that the remaining case will be transferred to the~~ MDL. Tyco Fire Products was also recently named in a class action in British Columbia, Canada.

AFFF Individual or Mass Actions

There are more than ~~3,100~~6,000 individual or “mass” actions pending that were filed in state or federal courts originating from 5152 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 ~~3,100~~6,000 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~~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 and ~~Illinois.~~Virginia.

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 Municipal and Water Provider Cases

Chemguard and Tyco Fire Products have been named as defendants in more than ~~290~~770 cases in federal and state courts involving municipal or water provider plaintiffs that were filed in state or federal courts originating from ~~27 states.~~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. The MDL ~~Court has~~court set the first case for trial on June 4,5, 2023 (City of Stuart (Florida) v. 3M Co. et al.) ~~and has ordered~~. On April 26, 2023, the parties ~~to conduct mediation~~entered a stipulation dismissing Chemguard with prejudice from the City of Stuart case, and on May 4, 2023 the parties entered into a stipulation dismissing Tyco with prejudice from the City of Stuart case. On June 5, 2023, the MDL court continued the trial date for the City of Stuart case, and the parties remaining in that case later reached settlement. The parties in the MDL designated four additional plaintiffs as water provider bellwether cases ~~pending in~~and conducted initial discovery into those cases. On December 19, 2023, the ~~MDL.~~MDL court selected two of those cases to proceed into additional discovery. The parties have also identified 25 personal injury bellwether cases, which have entered into the first phase of bellwether discovery.

Tyco 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.

AFFF State or U.S. Territory Attorneys General Litigation ~~related to AFFF~~

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

Johnson Controls International plc

Notes to Consolidated Financial Statements

December 31, 2023

(unaudited)

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.~~(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 January 2019, the State of Ohio filed a lawsuit in Ohio state court (State of Ohio v. The 3M Company et al.~~, No. G-4801-CI-021804752-000 (Court of Common Pleas of Lucas County, Ohio)) against a number of manufacturers, including affiliates of the Company, with respect to PFOS and PFOA contamination allegedly resulting from the use of firefighting foams at various specified and unspecified locations across Ohio. The lawsuit seeks to recover costs and natural resource damages associated with the contamination. This lawsuit has been removed to the United States District Court for the Northern District of Ohio and transferred to the MDL.

In addition, in May and June 2019, three other states filed lawsuits in their respective state courts against a number of manufacturers, including affiliates of the Company, with respect to PFOS and PFOA contamination allegedly resulting from the use of firefighting foams at various specified and unspecified locations across their jurisdictions (~~State of New Hampshire v. The 3M Company et al.~~; ~~State of Vermont v. The 3M Company et al~~.; ~~State of New Jersey v. The 3M Company et al.). All three of these suits have been removed to federal court and transferred to the MDL.~~

In September 2019, the government of Guam filed a lawsuit in the superior court of Guam against a number of manufacturers, including affiliates of the Company, with respect to PFOS and PFOA contamination allegedly resulting from the use of firefighting foams at various locations within its jurisdiction. This complaint has been removed to federal court and transferred to the MDL.

In November 2019, the government of the Commonwealth of the Northern Mariana Islands filed a lawsuit in the superior court of the Northern Mariana Islands against a number of manufacturers, including affiliates of the Company, with respect to PFOS and PFOA contamination allegedly resulting from the use of firefighting foams at various locations within its jurisdiction. This complaint has been removed to federal court and transferred to the MDL.

In August 2020, Attorney General of the State of Michigan filed two substantially similar lawsuits—one in federal court and one in state court—against a number of manufacturers, including affiliates of the Company, with respect to PFOS and PFOA contamination allegedly resulting from the use of firefighting foams at various locations within the State.~~The federal action has been transferred to the MDL, and the state court action has been removed to federal court and transferred to the MDL.~~

In December 2020, the State of Mississippi filed a lawsuit 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.~~This complaint was direct-filed in the MDL in South Carolina.~~

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. ~~It is anticipated that these~~These two cases ~~will be removed to federal court and transferred to the MDL.~~

In February 2022, the Attorney General of the State of Colorado filed a lawsuit in Colorado state court 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, public health, and State property allegedly resulting from the use of firefighting foams at various locations throughout the State. This complaint hashave also been removed to federal court and transferred to the MDL.

In ~~April 2022, the Attorney General of the State of Florida~~addition, 31 other states and territories have filed a lawsuit in Florida state court against a number of manufacturers and other defendants, including affiliates of the Company, with respect to PFOS and PFOA damage to the State’s natural resources and public health allegedly resulting from the use of firefighting foams at various locations throughout the State. It is anticipated that this complaint will be removed to federal court and transferred to the MDL.

In May 2022, the Attorney General of the Commonwealth of Massachusetts filed a lawsuit against a number of manufacturers and other defendants, including affiliates of the Company, with respect to PFOS and PFOA damage of the State’s natural resources, property, residents, and consumers allegedly resulting from the use of firefighting foams at various locations throughout the State. This complaint was direct-filed in the MDL in South Carolina.

~~In July 2022, the Attorney General of the State of Wisconsin filed a lawsuit in Wisconsin state court~~ lawsuits against a number of manufacturers and other defendants, including affiliates of the Company, with respect to PFAS damage ~~to the State’s~~of each of those State's environmental and natural resources ~~and public health~~ allegedly resulting ~~in part,~~ from the manufacture, storage, sale, distribution, marketing, and use of ~~firefighting foams at various locations throughout~~PFAS-containing AFFF within each respective State. The states and territories are: Arkansas, Arizona, California, Colorado, Connecticut, Delaware, the ~~State. This complaint has~~District of Columbia, Florida, Hawaii, Illinois, Kentucky, Massachusetts, Maryland, Maine, Michigan, Mississippi, New Hampshire, New Jersey, New Mexico, Ohio, Oregon, Rhode Island, South Carolina, Tennessee, Texas, Vermont, Washington, Wisconsin, Guam, the Northern Mariana Islands, and Puerto Rico. All of these complaints, other than Hawaii and Connecticut, have been removed to federal court and transferred to the MDL.

In November 2022, the Attorney General of the State of California filed a lawsuit in California state court 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 manufacture, use, marketing, or sale of PFAS-containing products, including firefighting foams, at various locations throughout the State. On December 20, 2022, the case was The Hawaii complaint has been removed to federal court and ~~tagged~~it is anticipated that it will be transferred to the MDL. ~~The Attorney General has opposed removal~~It is anticipated that the Connecticut complaint will be removed to federal court and ~~transfer.~~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.

Johnson Controls International plc

Notes to Consolidated Financial Statements

December 31, 2023

(unaudited)

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 government contractor defense is a form of immunity available to government contractors that produced products for the United States government pursuant to the government’s specifications. In September 2022, the AFFF MDL Court declined to grant summary judgment on the government contractor defense, ruling that various factual issues relevant to the defense must be decided by a jury rather than the Court. ~~Tyco~~The Company has a historical general liability insurance program and ~~Chemguard have insurance that has been in place for many years and the Company~~ is pursuing ~~this~~ coverage ~~for these matters. However, there~~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 and remains at a relatively early stage. There are numerous factual and legal issues to be resolved in connection with these ~~claims, and it~~claims. The Company is ~~extremely difficult~~presently unable to predict the outcome or ultimate financial exposure, 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 Company estimates the asbestos-related liability for pending and future claims and related defense costs on a discounted basis. In connection with the recognition of liabilities for asbestos-related matters, the Company records asbestos-related insurance recoveries that are probable.

~~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):


	December 31, 2023					December 31, 2023	September 30, 2023
		December 31, 2022		September 30, 2022

Other current liabilities
Other current liabilities
Other current liabilities	Other current liabilities	$	58	$	58
Other noncurrent liabilities	Other noncurrent liabilities	375		380
Total asbestos-related liabilities	Total asbestos-related liabilities	433		438
Other current assets	Other current assets	39		37
Other noncurrent assets	Other noncurrent assets	267		263
Total asbestos-related assets	Total asbestos-related assets	306		300
Net asbestos-related liabilities	Net asbestos-related liabilities	$	127	$	138

Johnson Controls International plc

Notes to Consolidated Financial Statements

December 31, 2023

(unaudited)

The following table presents the components of asbestos-related assets (in millions):

December 31, 2022 September 30, 2022
Restricted
Cash $ 8 $ 6
Investments 244 239
Total restricted assets 252 245
Insurance receivables for asbestos-related liabilities 54 55
Total asbestos-related assets $ 306 $ 300

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 value from 2068 (which is the Company's reasonable best estimate of the actuarially determined time period through which asbestos-related claims will be paid by 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 paid through 2068. 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.


	December 31, 2023		September 30, 2023

Restricted
Cash	$	19	$	20
Investments	252		231
Total restricted assets	271		251
Insurance receivables for asbestos-related liabilities	50		50
Total asbestos-related assets	$	321	$	301

The amounts recorded ~~by the Company~~ 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 ~~self-insured~~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):


	December 31, 2023					December 31, 2023	September 30, 2023
		December 31, 2022		September 30, 2022

Other current liabilities
Other current liabilities
Other current liabilities	Other current liabilities	$	112	$	89
Accrued compensation and benefits	Accrued compensation and benefits	22		22
Other noncurrent liabilities	Other noncurrent liabilities	230		230
Total self-insured liabilities	Total self-insured liabilities	$	364	$	341

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


	December 31, 2023					December 31, 2023	September 30, 2023
		December 31, 2022		September 30, 2022

Other current assets
Other current assets
Other current assets	Other current assets	$	10	$	10
Other noncurrent assets	Other noncurrent assets	20		20
Total insurance receivables	Total insurance receivables	$	30	$	30

Johnson Controls International plc

Notes to Consolidated Financial Statements

December 31, 2023

(unaudited)

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 ~~us,~~the Company, it is management’s opinion that 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.

3635

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statements for Forward-Looking Information

Unless otherwise indicated, references to "Johnson Controls," the "Company," "we," "our" and "us" in this Quarterly Report on Form 10-Q refer to Johnson Controls International plc and its consolidated subsidiaries.

The Company has made statements in this document that are forward-looking and therefore are subject to risks and uncertainties. All statements in this document other than statements of historical fact are, or could be, "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In this document, statements regarding the Company’s future financial position, sales, costs, earnings, cash flows, other measures of results of operations, synergies and integration opportunities, capital expenditures, debt levels and market outlook are forward-looking statements. Words such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," "should," "forecast," "project" or "plan" and terms of similar meaning are also generally intended to identify forward-looking statements. However, the absence of these words does not mean that a statement is not forward-looking. The Company cautions that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control, that could cause the Company’s actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, risks related to: The Company’s ability to manage general economic, business and capital market conditions, including the impact of recessions and economic downturns; the ability to manage macroeconomic and geopolitical volatility, including global price inflation, shortages impacting the availability of raw materials and component products and the conflict between Russia and Ukraine; theCompany's ability to develop or acquire new products and technologies that achieve market acceptance and meet applicable quality and regulatory requirements; the ~~strength~~ability to manage general economic, business and capital market conditions, including the impact of recessions, economic downturns and global price inflation; fluctuations in the cost and availability of public and private financing for the Company's customers; the ability to innovate and adapt to emerging technologies, ideas and trends in the marketplace, including the incorporation of technologies such as artificial intelligence; the ability to manage macroeconomic and geopolitical volatility, including shortages impacting the availability of raw materials and component products and the conflicts between Russia and Ukraine and Israel and Hamas; managing the risks and impacts of potential and actual security breaches, cyberattacks, privacy breaches or data breaches, including business, service, or operational disruptions, the unauthorized access to or disclosure of data, financial loss, reputational damage, increased response and remediation costs, legal, and regulatory proceedings or other unfavorable outcomes; the Company's ability to remediate its material weakness; maintaining and improving the capacity, reliability and security of the ~~U.S.~~Company's enterprise information technology infrastructure; the ability to manage the lifecycle cybersecurity risk in the development, deployment and operation of the Company's digital platforms and services; changes to laws or policies governing foreign trade, including economic sanctions, tariffs, foreign exchange and capital controls, import/export controls or other ~~economies;~~trade restrictions; fluctuations in currency exchange rates; changes or uncertainty in laws, regulations, rates, policies, or interpretations that impact the ~~Company’s~~Company's business operations or tax status; ~~changes to laws or policies governing foreign trade, including economic sanctions, tariffs or trade restrictions; maintaining and improving the~~ ~~capacity, reliability and security of~~ ~~the Company’s~~ ~~enterprise information technology infrastructure;~~ the ability to ~~manage~~adapt to global climate change, climate change regulation and successfully meet the ~~lifecycle cybersecurity risk in the development, deployment and operation of the Company’s digital platforms and services;~~Company's public sustainability commitments; the outcome of litigation and governmental proceedings; the risk of infringement or expiration of intellectual property rights; the ~~Company’s~~Company's ability to manage ~~the impacts of~~disruptions caused by catastrophic or geopolitical events, such as natural disasters, armed conflict, political change, climate change, pandemics and outbreaks of contagious diseases and other adverse public health ~~developments, such as the COVID-19 pandemic;~~developments; the ability of the Company to drive organizational improvement; any delay or inability of the Company to realize the expected benefits and synergies of recent portfolio transactions; the ability to hire and retain senior management and other key personnel; the tax treatment of recent portfolio transactions; significant transaction costs and/or unknown liabilities associated with such transactions; labor shortages, work stoppages, union negotiations, labor disputes and other matters associated with the labor force; and the cancellation of or changes to commercial arrangements. A detailed discussion of risks related to Johnson Controls' business is included in the section entitled "Risk Factors" in Johnson Controls' Annual Report on Form 10-K for the year ended September 30, ~~2022~~2023 filed with the United States Securities and Exchange Commission ("SEC") on ~~November 15, 2022,~~December 14, 2023, which is available at www.sec.gov and www.johnsoncontrols.com under the "Investors" tab. The forward-looking statements included in this document are made only as of the date of this document, unless otherwise specified, and, except as required by law, Johnson Controls assumes no obligation, and disclaims any obligation, to update such statements to reflect events or circumstances occurring after the date of this document.

Overview

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 following information should be read in conjunction with the September 30, ~~2022~~2023 consolidated financial statements and notes thereto, along with management’s discussion and analysis of financial condition and results of operations included in ~~our~~the Company's Annual Report on Form 10-K for the year ended September 30, ~~2022~~2023 filed with the SEC on ~~November 15, 2022.~~December 14, 2023. References in the following discussion and analysis to "Three ~~Months" (or~~Months," "First Quarter" or similar ~~language)~~language refer to the three months ended December 31, ~~2022~~2023 compared to the three months ended December 31, ~~2021.~~2022.

Macroeconomic Trends

Much of the demand for ~~installation of~~ 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 ~~construction and industrial facility expansion and maintenance projects. Commercial and residential construction~~sectors. Construction projects are heavily dependent on general economic conditions, localized demand for ~~commercial and residential~~ real estate and the availability of ~~credit.~~credit, public funding or other financing sources. Positive or negative fluctuations in ~~commercial and residential~~ construction, industrial facility expansion, ~~and~~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 the three months ended December 31, 2023, the Company observed a 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 remain soft throughout the remainder of fiscal 2024, which could impact the performance of the Building Solutions Asia Pacific segment.

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 the three months ended December 31, ~~2022,~~2023, revenue and profits were ~~adversely~~positively impacted ~~due to the strengthening of~~by movements in foreign exchange rates against the U.S. ~~dollar against foreign currencies. The continued strength of the U.S. dollar could continue to adversely impact the Company's results.~~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. This demand is driven in part by government tax incentives, building performance standards and other regulations designed to limit emissions and combat climate change. In particular, legislative and regulatory initiatives such as the U.S. Climate Smart Buildings 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 sustainability goals. 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 ~~expects to~~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 ~~government-mandated actions in response to COVID-19, particularly in China,~~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 generally 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 due to supply chain disruptions and cost pressures. ~~However, the~~The Company ~~is beginning to observe~~has observed improved margins as supply chain disruptions ~~ease~~have largely been resolved and higher priced backlog is converted to ~~sales.~~sales, but this improvement has been offset by lower volumes. Although the Company has experienced recent improvement, ~~in its supply chain, the Company could experience~~ further disruptions, shortages and cost increases could occur in the future, the effect of which will depend on the Company’s ability to successfully mitigate and offset the impact of these events.

During the second quarter of fiscal 2022, the Company suspended its operations in Russia in response to the conflict between Russia and Ukraine, with existing contractual obligations being fulfilled in a manner that fully complies with all sanctions and

trade controls. The Company has subsequently reduced its business presence and operations in Russia. Although these actions have not had and are not expected to have a material impact on the Company’s operating results, the broader consequences of this conflict, including heightened supply chain disruption, inflation, economic instability and other factors have and could continue to adversely impact the Company’s results of operations.

~~Impact of COVID-19 Pandemic~~

The COVID-19 pandemic continues to impact aspects of the Company's operations and results. Recently, the Company’s facilities have generally operated at normal levels. As a result of the pandemic, the Company has seen an increase in demand for its products and solutions that promote building health and optimize customers’ infrastructure.

However, the Company continues to be influenced by COVID-19-related trends impacting site access and the labor force, which have and may continue to negatively impact the Company’s revenues and margins. Challenges in reaching sufficient vaccination levels and the introduction of new variants of COVID-19 have caused some governments to extend or reinstitute lockdowns and similar restrictive measures, which, in some cases, have limited the Company’s ability to access customer sites to install and maintain its products and deliver services. In addition, the Company has experienced and continues to experience labor shortages at certain facilities as the Company expands its production capacity to meet increased customer demand. Although the Company is mitigating these shortages through focused recruitment efforts and competitive compensation packages, the Company could continue to experience such shortages in the future.

The extent to which ~~the COVID-19 pandemic continues to impact~~ the Company’s results of operations and financial condition are impacted by these and other factors in the future will depend on ~~future~~ developments that are highly uncertain and cannot be predicted. See the section entitled "Risk Factors" in Johnson Controls' Annual Report on Form 10-K for the year ended September 30, ~~2022~~2023 filed with the United States Securities and Exchange Commission ("SEC") on ~~November 15, 2022~~December 14, 2023.

Cybersecurity Incident

During the weekend of September 23, 2023, the Company experienced a cybersecurity incident impacting its internal information technology ("IT") infrastructure and applications. The incident was detected shortly after receiving reports of outages to certain of the Company’s systems. Promptly after detecting the issue, the Company implemented its incident management and response plan and business continuity plans, including implementing remediation measures to mitigate the impact of the incident and restore affected systems and functions. The Company also engaged leading cybersecurity experts and other specialized consultants to assist in its investigation and remediation of the incident, as well as the restoration of impacted applications and systems. The Company’s investigation and remediation efforts remain ongoing, including the analysis of data accessed, exfiltrated or otherwise impacted during the cybersecurity incident. Based on the information reviewed to date, the Company believes the unauthorized activity has been contained and has not observed evidence of any impact to its digital products, services and solutions, including OpenBlue and Metasys.

The cybersecurity incident consisted of unauthorized access, data exfiltration and deployment of ransomware by a third party to a portion of the Company’s internal IT infrastructure. The incident caused disruptions and limitation of access to portions of the Company’s business applications supporting aspects of the Company’s operations and corporate functions, which disruptions and limitations continued into the early portion of the first quarter of fiscal 2024. To date, the Company has restored the impacted applications and systems.

The impact on net income for the three months ended December 31, 2023 of lost and deferred revenues, net of revenues deferred at the end of fiscal 2023 and recognized in the first quarter of fiscal 2024, and expenses during the quarter was approximately $27 million.These impacts were primarily attributable to expenses associated with the response to, and remediation of, the incident, and are net of insurance recoveries.

The Company expects to incur additional ~~discussion~~expenses associated with the response to, and remediation of, ~~risks~~the incident throughout fiscal 2024, most of which the Company expects to incur in the first half of the year. These expenses include third-party expenditures, including IT recovery and forensic experts and others performing professional services to investigate and remediate the incident, as well as incremental operating expenses incurred from the resulting disruption to the Company’s business operations. Further, the cybersecurity incident caused disruptions to certain of the Company’s billing systems, which negatively impacted cash provided from operations during the first quarter of fiscal 2024. The overall impact of the cybersecurity incident in fiscal 2024 is not expected to be material to net income, net of insurance recoveries, or cash flows from continuing operations; however, the timing of recognizing the insurance recoveries may differ from the timing of recognizing the associated expenses.

The Company maintains insurance covering certain losses associated with cybersecurity incidents. The Company currently expects that a substantial portion of its direct costs incurred related to ~~COVID-19.~~containing, investigating and remediating the incident, as well as business interruption losses, will be reimbursed through insurance recoveries.

Restructuring Activities

In the third and fourth quarters of fiscal 2023, the Company developed a restructuring plan which included workforce reductions and other actions focused on continued scaling of selling, general and administrative expenses ("SG&A") to its planned growth. The costs of the plan were recorded to restructuring and impairment costs in the consolidated statements of

income. An additional $39 million of restructuring charges related to this plan were incurred in the three months ended December 31, 2023. Additional restructuring charges are expected in subsequent quarters. The Company expects savings from the restructuring initiatives to be substantially offset by incremental ongoing operating costs and investments to grow the business.

Net Sales

Three Months Ended
December 31,

(in millions)

2022

2021

Change

Net sales

6,068

5,862

Net sales

The increase in consolidated net sales for the ~~three months~~three-month period ended December 31, ~~2022~~2023 was due to ~~higher organic sales~~the net impact of acquisitions and divestitures ($~~497~~41 million) and ~~incremental sales from acquisitions ($27 million), partially offset by~~ the ~~unfavorable~~favorable impact of foreign currency translation ($~~300~~28 million) ~~and~~, partially offset by lower organic sales ~~due to business divestitures~~ ($1843 million). Excluding the impact of foreign currency translation and business acquisitions and divestitures, consolidated net sales ~~increased 9%~~decreased 1% as compared to the prior year, primarily attributable to ~~increased pricing in response to inflation pressures.~~lower volumes, partially offset by higher pricing. Refer to the "Segment Analysis" below within this Item 2 for a discussion of net sales by segment.

Cost of Sales / Gross Profit


		Three Months Ended December 31,
		Three Months Ended December 31,
		Three Months Ended December 31,
		Three Months Ended December 31,
(in millions)
(in millions)
(in millions)	(in millions)	2022			2021			Change

Cost of sales	Cost of sales	$	3,977		$	3,971		—	%

Cost of sales

Cost of sales
Gross profit
Gross profit
Gross profit	Gross profit	2,091			1,891			11	%
% of sales	% of sales	34.5		%	32.3		%
% of sales
% of sales

Cost of sales increased and gross profit ~~increased~~decreased for the three-month period ended December 31, ~~2022,~~2023, and gross profit as a percentage of sales ~~increased~~decreased by ~~220~~180 basis points. Gross profit ~~increased due to sales growth~~ and ~~favorable price/cost, partially offset by unfavorable foreign currency translation ($94 million) and the unfavorable year-over-year impact of net mark-to-market adjustments. Gross~~gross profit as a percentage of sales ~~increased primarily~~both decreased due to lower volumes, partially offset by favorable price/cost. Refer to the "Segment Analysis" below within this Item 2 for a discussion of segment earnings before interest, taxes and amortization ("EBITA").

Selling, General and Administrative Expenses


		Three Months Ended December 31,
		Three Months Ended December 31,
		Three Months Ended December 31,
		Three Months Ended December 31,
(in millions)
(in millions)
(in millions)	(in millions)	2022			2021			Change

Selling, general and administrative expenses	Selling, general and administrative expenses	$	1,571		$	1,369		15	%

Selling, general and administrative expenses

Selling, general and administrative expenses
% of sales	% of sales	25.9		%	23.4		%
% of sales
% of sales

~~Selling, general and administrative expenses ("~~SG~~&A")~~&A for the three-month period ended December 31, ~~2022 increased $202~~2023 decreased $58 million, and SG&A as a percentage of sales ~~increased~~decreased by ~~250~~110 basis points. The ~~increase~~decrease in SG&A was primarily due to nonrecurring costs incurred during the ~~unfavorable year-over-year impact of net mark-to-market adjustments,~~prior year including a loss associated with a fire at a leased warehouse facility ~~certain investments to support growth~~ and one-time transaction and separation costs, and higher mark-to-market gains, partially offset by ~~favorable foreign currency translation ($65 million).~~costs recognized in the first quarter of fiscal 2024 related to the cybersecurity incident. Refer to the "Segment Analysis" below within this Item 2 for a discussion of segment EBITA.

Restructuring and Impairment Costs

Three Months Ended
December 31,

(in millions)

2022

2021

Change

Restructuring and impairment costs

345

Restructuring and impairment costs

* Measure not meaningful

Restructuring and impairment costs for the three-month period ended December 31, 2023 included $39 million in severance and other charges resulting from restructuring initiatives.

Restructuring and impairment costs for the three-month period ended December 31, 2022 included $288 million of impairment costs related to ~~businesses~~the North America and Global Retail business which was previously classified as held-for-sale ~~$30~~and $57 million in severance and ~~$27 million in~~ other ~~long-lived asset impairments and~~charges resulting from restructuring ~~costs.~~

~~Restructuring and impairment costs for the three-month period ended December 31, 2021 included primarily severance and other cash related items.~~initiatives.

Refer to Note 4, "Assets and Liabilities Held for ~~Sale"~~Sale," and Note 17, ~~"Significant Restructuring~~"Restructuring and ~~Impairment~~Related Costs," of the notes to the consolidated financial statements for further disclosure related to the Company's restructuring plans and impairment costs.

Net Financing Charges

Three Months Ended
December 31,

2023

Three Months Ended
December 31,

(in millions)

2022

2021

Change

Interest expense, net of capitalized interest costs

Other financing charges

Interest income

Net foreign exchange results for financing activities

Net financing charges

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

Income Tax (Benefit) Provision

~~Equity Income~~


	Three Months Ended December 31,
(in millions)	2023			2022			Change

Income tax (benefit) provision	$	(1)		$	14		*
Effective tax rate	(0.2		%)	8.2		%

Three Months Ended
December 31,
(in millions) 2022 2021 Change
Equity income $ 62 $ 70 (11) %
* Measure not meaningful

The decrease in ~~equity income~~the effective tax rate for the ~~three months~~three-month period ended December 31, ~~2022~~2023 was primarily due to lower income at certain partially-owned affiliates of Johnson Controls within the Building Solutions EMEA/LA segment. Refer to the "Segment Analysis" below within this Item 2 for a discussion of segment EBITA.

~~Income Tax Provision~~

Three Months Ended
December 31,
(in millions) 2022 2021 Change
Income tax provision $ 14 $ 71 (80) %
Effective tax rate 8.2 % 14.5 %

~~In calculating the provision for income taxes, the Company uses an estimate of the annual effective~~Swiss tax rate based upon the facts and circumstances known at each interim period. On a quarterly basis, the actual effective tax rate is adjusted, as appropriate, based upon changed facts and circumstances, if any, as compared to those forecasted at the beginning of the fiscal year and each interim period thereafter.

The statutory tax rate in Ireland is being used as a comparison since the Company is domiciled in Ireland. For the three months ended December 31, 2022, the Company's effective tax rate for continuing operations was 8.2% and was lower than the statutory tax rate of 12.5% primarily due to impairment and restructuring chargesreform and the benefits of continuing global tax planning, initiatives, partially offset by tax rate differentials. For the three months ended December 31, 2021, the Company's effective tax rate for continuing operations was 14.5% and was higher than the statutory tax rate of 12.5% primarily due to the income tax effects of mark-to-market adjustments and tax rate differentials, partially offset by the ~~benefits~~establishment of ~~continuing global~~a deferred tax ~~planning initiatives. The effective~~liability on the outside basis difference of the Company's investment in certain consolidated subsidiaries and tax rate ~~for the three months ended December 31, 2022 decreased as compared to the three months ended December 31, 2021 primarily due to the discrete tax items.~~differentials. Refer to Note 18, "Income Taxes," of the notes to the consolidated financial statements for further detail.

~~Income Attributable to Noncontrolling Interests~~

Three Months Ended
December 31,
(in millions) 2022 2021 Change
Income from continuing operations attributable to noncontrolling interests $ 38 $ 38 — %

~~Net Income Attributable to Johnson Controls~~

Three Months Ended
December 31,
(in millions) 2022 2021 Change
Net income attributable to Johnson Controls $ 118 $ 381 (69) %

The decrease in net income attributable to Johnson Controls for the three months ended December 31, 2022 was primarily due to higher restructuring and impairment costs and higher SG&A, partially offset by higher gross profit, all of which are discussed above.

~~Diluted earnings per share attributable to Johnson Controls for the three months ended December 31, 2022 was $0.17 compared to $0.54 for the three months ended December 31, 2021.~~

~~Comprehensive Income Attributable to Johnson Controls~~

Three Months Ended
December 31,
(in millions) 2022 2021 Change
Comprehensive income attributable to Johnson Controls $ 165 $ 468 (65) %

The decrease in comprehensive income attributable to Johnson Controls for the three months ended December 31, 2022 was due to lower net income attributable to Johnson Controls ($263 million) and a decrease in other comprehensive income attributable to Johnson Controls ($40 million) resulting from currency translation adjustments and realized and unrealized losses on derivatives.

Segment Analysis

Management evaluates the performance of its business units based primarily on segment EBITA, which represents income ~~from continuing operations~~ before income taxes and noncontrolling interests, excluding general corporate expenses, intangible asset amortization, net financing charges, restructuring and impairment costs, and net mark-to-market adjustments related to pension and postretirement plans and restricted asbestos investments.

Net Sales




		Three Months Ended December 31,
(in millions)	(in millions)	2022		2021		Change
(in millions)
(in millions)

Building Solutions North America

Building Solutions North America

Building Solutions North America	Building Solutions North America	$	2,367	$	2,152	10	%
Building Solutions EMEA/LA	Building Solutions EMEA/LA	975		959		2	%
Building Solutions EMEA/LA
Building Solutions EMEA/LA
Building Solutions Asia Pacific
Building Solutions Asia Pacific
Building Solutions Asia Pacific	Building Solutions Asia Pacific	646		675		(4)	%
Global Products	Global Products	2,080		2,076		—	%
		$	6,068	$	5,862	4	%
Global Products
Global Products
		$
		$
		$

•The increase in Building Solutions North America was primarily due to organic growth, including higher prices ~~and volumes~~ ($~~223~~98 million) ~~and~~, incremental sales related to business acquisitions ($716 million)~~, partially offset by~~ and the ~~unfavorable~~favorable impact of foreign currency translation ($~~15 million). Sales growth was led by continued growth in the project-based business, including low double-digit growth in new construction.~~

•The increase in Building Solutions EMEA/LA was due to higher prices ($103 million) and incremental sales related to business acquisitions ($20 million), partially offset by the unfavorable impact of foreign currency translation ($89 million) and business divestitures ($186 million). Excluding the impacts of foreign currency translation and business acquisitions and divestitures, sales growth was led by ~~mid-teens growth in the service-based business and low~~ double-digit growth in Applied HVAC & Controls.

•The increase in Building Solutions EMEA/LA was primarily due to the favorable impact of foreign currency translation ($42 million), organic growth, including higher prices ($18 million) and incremental sales related to business acquisitions ($6 million). Excluding the impacts of foreign currency translation and business acquisitions and divestitures, sales growth was led by continued momentum in Applied HVAC & Controls and Fire & ~~Security. By region, there was strong organic~~Security, led by high-single digit growth in ~~Europe, Latin America and the Middle East.~~Service.

•The decrease in Building Solutions Asia Pacific was primarily due to organic sales declines ($131 million) and the unfavorable impact of foreign currency translation ($~~71 million), partially offset by the net impact of higher prices and lower volumes ($42~~10 million). Excluding the impacts of foreign currency translation and business acquisitions and divestitures, sales decreased as mid single-digit Service growth was ~~led~~more than offset by ~~strong demand for HVAC & Controls. By region, sales in China grew 1%~~accelerating weakness in the ~~quarter, as strong service execution offset a decline in the project-based~~China Install business.

•The ~~increase~~decrease in Global Products was due to the net impact of lower volumes and higher prices ($28 million) and ~~lower volumes ($129 million), partially offset by~~ the unfavorable impact of foreign currency translation ($~~125~~10 million), partially offset by the net impact of business acquisitions and divestitures ($20 million). Excluding the impacts of foreign currency translation and business acquisitions and divestitures, sales ~~growth was driven by strong price realization and continued~~decreased as low single-digit growth in ~~Applied and Fire Detection products.~~Commercial HVAC was more than offset by declines in global Residential sales.

Segment EBITA




		Three Months Ended December 31,
(in millions)	(in millions)	2022		2021		Change
(in millions)
(in millions)

Building Solutions North America

Building Solutions North America

Building Solutions North America	Building Solutions North America	$	267	$	250	7	%
Building Solutions EMEA/LA	Building Solutions EMEA/LA	75		104		(28)	%
Building Solutions EMEA/LA
Building Solutions EMEA/LA
Building Solutions Asia Pacific
Building Solutions Asia Pacific
Building Solutions Asia Pacific	Building Solutions Asia Pacific	68		68		0	%
Global Products	Global Products	382		301		27	%
Global Products
Global Products
		$	792	$	723	10	%

•The increase in Building Solutions North America was primarily due to favorable price/cost as higher margin backlog converted to sales and ~~productivity savings~~continued growth in Service.

•, ~~partially offset by unfavorable project mix.~~The increase in Building Solutions EMEA/LA was primarily due to growth in Service.

•The decrease in Building Solutions ~~EMEA/LA~~Asia Pacific was primarily due to ~~unfavorable project mix and~~continued weakness in the ~~unfavorable impact of foreign currency translation ($9 million), partially offset by favorable volume leverage and productivity savings.~~

•~~Building Solutions Asia Pacific remained flat as favorable price/cost and productivity savings were offset by the unfavorable impact of foreign currency translation ($10 million) and lower volumes.~~China Install business.

•The ~~increase~~decrease in Global Products was primarily due to ~~favorable price/cost~~lower volumes driving unfavorable manufacturing absorption and ~~productivity savings,~~unfavorable mix, partially offset by favorable price and an uninsured loss associated with a fire at a leased warehouse facility in ~~($40 million)and~~ the ~~unfavorable impact of foreign currency translation ($15 million).~~prior year.

Backlog

The Company’s backlog is applicable to its sales of systems and services. At December 31, ~~2022,~~2023, the backlog was ~~$12.7~~$13.7 billion, of which ~~$11.3~~$12.1 billion was attributable to the ~~field~~building solutions (field) business. The backlog amount outstanding at any given time is not necessarily indicative of the amount of revenue to be earned in the upcoming fiscal year.

At December 31, ~~2022,~~2023, remaining performance obligations were ~~$18.4~~$19.9 billion, which is ~~$5.7~~$6.2 billion higher than the Company's backlog of ~~$12.7~~$13.7 billion. Differences between the Company’s remaining performance obligations and backlog are primarily due to:

•Remaining performance obligations include large, multi-purpose contracts to construct hospitals, schools and other governmental buildings, which are services to be performed over the building's lifetime with average initial contract

terms of 25 to 35 years for the entire term of the contract versus backlog which includes only the lifecycle period of these contracts which approximates five years;

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

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

The Company reports backlog as it believes it is a useful measure of evaluating the Company's operational performance and relationship to total orders.

Liquidity and Capital Resources

Working Capital

December 31, September 30,
(in millions) 2022 2022 Change
Current assets $ 11,837 $ 11,685
Current liabilities (11,563) (11,239)
274 446 (39) %
Less: Cash and cash equivalents (1,509) (2,031)
Add: Short-term debt 1,026 669
Add: Current portion of long-term debt 937 865
Less: Current assets held for sale (418) (387)
Add: Current liabilities held for sale 310 236
Working capital (as defined) $ 620 $ (202) *
Accounts receivable - net $ 5,722 $ 5,528 4 %
Inventories 2,895 2,510 15 %
Accounts payable 4,138 4,241 (2) %

* Measure not meaningful


	December 31,		September 30,
(in millions)	2023		2023		Change

Current assets	$	12,054	$	10,737
Current liabilities	(12,409)		(11,084)
Working capital	$	(355)	$	(347)	2	%








Accounts receivable - net	$	6,045	$	6,006	1	%
Inventories	3,006		2,776		8	%
Accounts payable	3,976		4,268		(7	%)

•Working capital is a non-GAAP financial measure. The Company defines working capital as current assets less current liabilities, excluding cash, short-term debt, the current portion of long-term debt, and current assets and liabilities held for sale. 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~~approximately flat at December 31, ~~2022~~2023 as compared to September 30, ~~2022, was primarily due to an~~2023. The seasonal increase in inventory, ~~due to supply chain disruptions, an increase in accounts receivable and a decrease in accounts payable.~~

•~~The Company’s days sales in accounts receivable at December 31, 2022 and September 30, 2022 were 60 days and 51 days, respectively. There has been no significant adverse changes in~~ the ~~level of overdue receivables or significant changes in revenue recognition methods.~~

•~~The Company’s inventory turns for the three months ended December 31, 2022 were lower than the comparable period ended September 30, 2022 primarily due to supply chain disruptions.~~

•~~Days~~reduction in accounts payable ~~at December 31, 2022 were 93 days, higher than 85 days at the comparable period ended September 30, 2022, primarily~~ due to timing, ~~of payments.~~and the increase in cash was offset by higher current borrowings.

4442

Cash Flows From Continuing Operations


		Three Months Ended December 31,					Three Months Ended December 31,
(in millions)	(in millions)	2022		2021		(in millions)	2023	2022

Cash provided (used) by operating activities		$	(296)	$	392
Cash used by operating activities
Cash used by operating activities
Cash used by operating activities
Cash used by investing activities	Cash used by investing activities	(189)		(218)
Cash provided (used) by financing activities		9		(357)
Cash provided by financing activities

•~~The increase in cash~~Cash used by operating activities was ~~primarily~~relatively consistent with prior year due to the ~~timing~~seasonal usage of ~~accounts payable and accrued liabilities payments.~~cash in the first fiscal quarter of the year.

•The decrease in cash used by investing activities was primarily due to lower ~~cash payments made for acquisitions~~capital expenditures and ~~increased sales of property, plant and equipment, partially offset by prior year divestitures.~~acquisitions.

•The increase in cash provided by financing activities was primarily due to ~~lower stock repurchases.~~increases in commercial paper and other short-term debt and the lack of share repurchases in the three months ended December 31, 2023.

Capitalization

December 31,

(in millions)

December 31,

September 30,

(in millions)

2022

Change

Short-term debt

1,026

669

Current portion of long-term debt

937

865

Current portion of long-term debt

Long-term debt

7,784

7,426

Total debt

9,747

8,960

Total debt

Less: Cash and cash equivalents

1,509

2,031

Total net debt

8,238

6,929

Less: Cash and cash equivalents

Net debt

Shareholders’ equity attributable to Johnson Controls

ordinary shareholders

16,046

16,268

(1)

Total capitalization

24,284

23,197

Shareholders’ equity attributable to Johnson Controls

ordinary shareholders ("Equity")

Total net debt as a % of total capitalization

33.9

29.9

Shareholders’ equity attributable to Johnson Controls

ordinary shareholders ("Equity")

Shareholders’ equity attributable to Johnson Controls

ordinary shareholders ("Equity")

Total capitalization (Total debt plus Equity)

Net capitalization (Net debt plus Equity)

Total debt as a % of Total capitalization

Net debt as a % of Net capitalization

•Net debt and net debt as a percentage of ~~total~~net capitalization are non-GAAP financial measures. The Company believes the percentage of ~~total~~ net debt to ~~total~~net 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.

•As of December 31, ~~2022,~~2023, approximately ~~$3.5~~$3.0 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 the economic environment.

•The Company declared a dividend of ~~$0.35~~$0.37 per common share in the quarter ended December 31, ~~2022~~2023 and intends to continue paying dividends throughout fiscal ~~2023.~~2024.

•The Company believes its capital resources and liquidity position, including cash and cash equivalents of ~~$1.5~~$1.8 billion at December 31, ~~2022,~~2023, 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 the remainder of fiscal ~~2023~~2024 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 and bank loan markets. ~~The Company had $715 million and $172 million of commercial~~Commercial paper outstanding totaled $1.4 billion as of December 31, ~~2022~~2023 and $0.2 billion as of September 30, ~~2022, respectively.~~2023.

–The Company ~~expects to file~~maintains a ~~new~~ 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 also has the ability to draw on its $2.5 billion revolving credit facility which ~~expires~~is scheduled to expire in December ~~2024~~2028 or its $0.5 billion ~~364-day~~ revolving credit facility which ~~expires~~is scheduled to expire in ~~November 2023.~~December 2024. There were no draws on the revolving credit facilities as of December 31, ~~2022~~2023 and September 30, ~~2022.~~2023.

•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 December 31, ~~2022,~~2023, 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.

•Financial covenants in the Company's revolving credit facilities requires 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 Accounting Standards Codification ("ASC") 715-60, "Defined Benefit Plans - Other Postretirement," or (ii) the cumulative foreign currency translation adjustment. As of December 31, ~~2022,~~2023, the Company was in compliance with all covenants and other requirements set forth in its credit agreements and the indentures governing its 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 key financial assumptions used in calculating the Company’s pension liability are determined annually, or whenever plan assets and liabilities are re-measured as required under accounting principles generally accepted in the U.S., including the expected rate of return on its plan assets. In fiscal 2023, the Company believes the long-term rate of return will approximate 8.25%, 3.70% and 6.65% for U.S. pension, non-U.S. pension and postretirement plans, respectively. During the first three months of fiscal 2023, the Company made approximately $9 million in total pension and postretirement contributions. In total, the Company expects to contribute approximately $38 million in cash to its defined benefit pension plans in fiscal 2023. The Company expects to contribute $3 million in cash to its postretirement plans in fiscal 2023.

•~~The~~ Company earns a significant amount of its income outside of the parent company. Outside basis differences in these subsidiaries are deemed to be permanently reinvested except in limited circumstances. However, in the first quarter of fiscal ~~2022,~~2024, the Company ~~recorded~~provided 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 divestitures.~~consolidated subsidiaries. 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 its 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.

•Refer to Note 10, "Debt and Financing Arrangements," of the notes to the consolidated financial statements for additional information on debt balances and items impacting capitalization.

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 (i) $625 million aggregate principal amount of 1.750% Senior Notes due 2030 (the “2030 Notes”), (ii) €500 million aggregate principal amount of 0.375% Senior Notes due 2027 (the “2027 Notes”), (iii) €500 million aggregate principal amount of 1.000% Senior Notes due 2032 (the “2032 Notes”), (iv) $500 million aggregate principal amount of 2.000% Sustainability-Linked Senior Notes due 2031 (the “2031 Notes”), (v) €600 million aggregate principal amount of 3.000% Senior Notes due 2028 (the “2028 Notes”) and (vi) $400 million aggregate principal amount of 4.900% Senior Notes due 2032 (the “2032 Notes 2” and together with following unsecured, unsubordinated senior notes (collectively, ("the ~~2032 Notes, the 2030 Notes, the 2028 Notes and the 2027 Notes, the “Notes”), each~~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

•$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”).

~~TFSCA~~ 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 ~~Notes are the Parent Company’s and TFSCA’s unsecured, unsubordinated obligations. The~~ Parent Company is incorporated and organized under the laws of ~~Ireland and~~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 ~~tables set forth summarized financial information of~~table presents the Net loss attributable to the Parent Company and TFSCA (collectively, the ~~“Obligor Group”~~"Obligor Group") ~~on a combined basis after~~and the net income (loss) attributable to intercompany transactions ~~have been eliminated, including adjustments to remove~~between the ~~receivable~~Obligor Group and ~~payable balances, investment in, and equity in earnings from, those~~ 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):


	Three Months Ended December 31, 2023		Year Ended September 30, 2023
Net loss attributable to the Obligor Group	$	(146)	$	(458)
Net income (loss) attributable to intercompany transactions	139		(139)

The Obligor Group does not have sales, gross profit or amounts attributable to noncontrolling interests.

4745

The following table presents summarized ~~income statement~~balance sheet information ~~(in millions):~~

Three Months Ended December 31, 2022 Year Ended
September 30, 2022
Net sales $ — $ —
Gross profit — —
Loss from continuing operations (94) (268)
Net loss (94) (268)
Income attributable to noncontrolling interests — —
Net loss attributable to the entity (94) (268)

~~Excluded from the table above are intercompany transactions between~~of the Obligor Group and ~~Non-Obligor Subsidiaries as follows (in millions):~~

Three Months Ended December 31, 2022 Year Ended
September 30, 2022
Net sales $ — $ —
Gross profit — —
Income from continuing operations 3 92
Net income 3 92
Income attributable to noncontrolling interests — —
Net income attributable to the entity 3 92

~~The following table presents summarized balance sheet information as of December 31, 2022 and September 30, 2022 (in millions):~~

December 31, 2022 September 30, 2022
Current assets $ 714 $ 1,231
Noncurrent assets 243 243
Current liabilities 6,856 5,463
Noncurrent liabilities 7,527 7,176
Noncontrolling interests — —

~~Excluded from the table above are~~ intercompany balances between the Obligor Group and the Non-Obligor Subsidiaries ~~as follows~~which are excluded from the Obligor Group amounts (in millions):

December 31, 2022

September 30, 2022

Obligor Group

Intercompany Balances

December 31, 2023

September 30, 2023

December 31, 2023

September 30, 2023

Current assets

342

455

Noncurrent assets

3,543

2,952

Current liabilities

7,218

2,538

Noncurrent liabilities

6,331

6,228

Noncontrolling interests

—

The same accounting policies as described in Note 1, "Summary of Significant Accounting Policies," of the Company's Annual Report on 10-K for the year ended September 30, ~~2022~~2023 are used by the Parent Company and each of its subsidiaries in connection with the summarized financial information presented above.

New Accounting Standards

Refer to Note 2, "New Accounting Standards," of the notes to the consolidated financial statements.

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 Company’s critical accounting estimates requiring significant judgement that could materially impact the Company's results of operations, financial position and cash flows are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the year ended September 30, ~~2022.~~2023. Since the date of the Company’s most recent Annual Report, there have been no material changes in the Company’s critical accounting estimates or assumptions.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of December 31, ~~2022,~~2023, the Company had not experienced any adverse changes in market risk exposures that materially affected the quantitative and qualitative disclosures presented in ~~the Company's~~its Annual Report on Form 10-K for the year ended September 30, ~~2022.~~2023.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

~~Under the supervision and~~The Company’s management, with the participation of ~~our management, including our principal executive officer~~the Company’s Chief Executive Officer and ~~principal financial officer, we conducted an evaluation~~Chief Financial Officer, has evaluated the effectiveness of ~~our~~the Company’s disclosure controls and procedures as(as such term is defined ~~under~~in Rule 13a-15(e) ~~promulgated~~ under the Securities Exchange Act of 1934, as amended ~~("Exchange~~(the "Exchange Act")~~. Based upon their evaluation~~) as of ~~these~~December 31, 2023. The Company’s disclosure controls and procedures ~~the principal executive officer and principal financial officer concluded that the disclosure controls and procedures were effective as of December 31, 2022~~are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time ~~period~~periods specified in the ~~SEC’s~~Commissions’ rules and forms, and ~~to ensure~~ that such information ~~required to be disclosed by the Company in the reports it files or submits under the Exchange Act~~ is accumulated and communicated to the Company’s management, including ~~its principal executive~~the Company’s Chief Executive Officer and ~~principal financial officers,~~Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based on such evaluations, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2023, the Company’s disclosure controls and procedures were not effective because of the material weakness in its internal control over financial reporting discussed below and described in the Company's Annual Report on Form 10-K for the year ended September 30, 2023. Notwithstanding the material weakness in internal control over financial reporting, management believes and has concluded that the consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, the Company’s financial position, results of operations and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles.

Remediation Plan for Material Weakness in Internal Control Over Financial Reporting

The Company is committed to remediating the above noted material weakness and has actively implemented measures designed to help ensure the material weakness is remediated as soon as possible. Although some remediation measures have been completed, other actions with respect to the Company’s remediation plan are ongoing and include, among other things, the following:

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

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

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

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

Changes in Internal Control Over Financial Reporting

There have been no significant changes in the Company’s internal control over financial reporting during the three months ended December 31, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

CFO Succession

As previously disclosed in the Company's Current Report on Form 8-K filed on January 16, 2024, Marc Vandiepenbeeck will succeed Olivier Leonetti as the Company's Chief Financial Officer and Principal Financial Officer on the date immediately following the date of the filing of this Quarterly Report on Form 10-Q. As a result, on January 31, 2024, Mr. Leonetti’s resignation will be effective and Mr. Vandiepenbeeck will assume the role of Chief Financial Officer and Principal Financial Officer.

ITEM 1. LEGAL PROCEEDINGS

Gumm v. Molinaroli, et al.

On August 16, 2016, a putative class action lawsuit, Gumm v. Molinaroli, et al., Case No. 16-cv-1093, was filed in the United States District Court for the Eastern District of Wisconsin, naming Johnson Controls, Inc., the individual members of its board of directors at the time of the merger with the Company’s merger subsidiary and certain of its officers, the Company and the Company’s merger subsidiary as defendants. The complaint asserted various causes of action under the federal securities laws, state law and the Taxpayer Bill of Rights, including that the individual defendants allegedly breached their fiduciary duties and unjustly enriched themselves by structuring the merger among the Company, Tyco and the merger subsidiary in a manner that would result in a United States federal income tax realization event for the putative class of certain Johnson Controls, Inc. shareholders and allegedly result in certain benefits to the defendants, as well as related claims regarding alleged misstatements in the proxy statement/prospectus distributed to the Johnson Controls, Inc. shareholders, conversion and breach of contract. The complaint also asserted that Johnson Controls, Inc., the Company and the Company’s merger subsidiary aided and abetted the

individual defendants in their breach of fiduciary duties and unjust enrichment. The complaint seeks, among other things, disgorgement of profits and damages. Plaintiffs filed an amended complaint on February 15, 2017. On November 3, 2021, the court granted the Company’s motion to dismiss the amended complaint. Plaintiffs ~~have~~ appealed to the United States Court of Appeals for the Seventh Circuit. ~~Briefing on~~On November 6, 2023, the ~~appeal is completed. Oral argument has yet to be scheduled by~~Seventh Circuit affirmed the decision of the district court.

Refer to Note 21, "Commitments and Contingencies," of the notes to the consolidated financial statements for discussion of environmental, asbestos, self-insured liabilities and other litigation matters, which is incorporated by reference herein and is considered an integral part of Part II, Item 1, "Legal Proceedings."

ITEM 1A. RISK FACTORS

There have been no material changes to the disclosure regarding risk factors presented in Part I, Item 1A, of the Company’s Annual Report on Form 10-K for the year ended September 30, ~~2022.~~2023.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~In March 2021,~~As of December 31, 2023, approximately $3.0 billion remains available under the share repurchase program which was authorized by the Company's Board of Directors ~~approved a $4.0 billion increase to the Company's share repurchase authorization, adding to the $2.0 billion remaining as of December 31, 2020 under the prior share repurchase authorization approved~~ in ~~2019.~~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 the three months ended December 31, 2022, the Company repurchased approximately $0.2 billion of its ordinary shares on an open market. As of December 31, 2022, approximately $3.5 billion remains available under the share repurchase authorization.

The following table presents information regarding the repurchase of the Company’s ordinary shares by the Company as part of its publicly announced program during the three months ended December 31, 2022.

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
10/1/22 - 10/31/22
Purchases by Company 2,242,486 $ 52.68 2,242,486 $ 3,496,266,553
11/1/22 - 11/30/22
Purchases by Company 601,650 59.32 601,650 3,460,577,478
12/1/22 - 12/31/22
Purchases by Company — — — —

During the three months ended December 31, ~~2022,~~2023, the Company did not repurchase any of its ordinary shares as part of its publicly announced program and 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.

ITEM 5. OTHER INFORMATION

Officer Rule 10b5-1 Plans

During the three months ended December 31, 2023, 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).

ITEM 6. EXHIBITS

INDEX TO EXHIBITS


Exhibit No.			Description



10.1			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~~2024 (filed herewith)

*10.2			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 (incorporated by reference to Exhibit 10.1 to the registrant’s Annual Report on Form 10-K filed on December 14, 2023)



31.1			Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed he ~~rewith)~~herewith)

31.2			Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

32.1			Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

101			The following materials from Johnson Controls International plc's Quarterly Report on Form 10-Q for the quarter ended December 31, ~~2022,~~2023, 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 Flows, (v) the Consolidated Statements of Shareholders' Equity and (vi) Notes to Consolidated Financial Statements.

104			Cover Page Interactive Data File (formatted in iXBRL and contained in Exhibit 101)

*			~~Management contract or compensatory plan~~

5149

SIGNATURES

Pursuant to the requirements 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

Date: ~~February 1, 2023~~January 30, 2024	By:	/s/ Olivier Leonetti
		Olivier Leonetti
		Executive Vice President and Chief Financial Officer

5250


	Fair Value Measurements Using:
	Total as of September 30, 2022		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	$	54	$	—	$	54	$	—

Exchange traded funds (fixed income)1	22		22		—		—


Other noncurrent assets

Deferred compensation plan assets	46		46		—		—
Exchange traded funds (fixed income)1	86		86		—		—
Exchange traded funds (equity)1	131		131		—		—



Total assets	$	339	$	285	$	54	$	—
Other current liabilities
Foreign currency exchange derivatives	$	51	$	—	$	51	$	—
Commodity derivatives	10		—		10		—
Contingent earn-out liabilities	30		—		—		30
Other noncurrent liabilities
Contingent earn-out liabilities	30		—		—		30
Total liabilities	$	121	$	—	$	61	$	60


	Three Months Ended December 31, 2022		Year Ended September 30, 2022
Net sales	$	—	$	—
Gross profit	—		—
Loss from continuing operations	(94)		(268)
Net loss	(94)		(268)
Income attributable to noncontrolling interests	—		—
Net loss attributable to the entity	(94)		(268)


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
10/1/22 - 10/31/22
Purchases by Company	2,242,486	$	52.68	2,242,486	$	3,496,266,553
11/1/22 - 11/30/22
Purchases by Company	601,650	59.32		601,650	3,460,577,478
12/1/22 - 12/31/22
Purchases by Company	—	—		—	—