Johnson Controls International (JCI) Risk Factor Changes

Any of the following could materially and adversely impact the results of operations of our business: loss of, changes in, or failure to perform under guaranteed performance contracts with our major customers; cancell…

Dividends paid by us may be subject to Irish dividend withholding or Irish income tax.

For the majority of transfers of Johnson Controls ordinary shares, there is no Irish stamp duty.

In October 2021, the Organization for Economic Co-operation and Development ("OECD")/G20 inclusive framework on Base Erosion and Profit Shifting (the Inclusive Framework) published a statement updating and finalizing…

We are currently, and may in the future, become subject to legal proceedings and commercial or contractual disputes.

We and certain of our subsidiaries, along with numerous other third parties, are named as defendants in personal injury lawsuits based on alleged exposure to asbestos containing materials.

mandate compliance with these laws.

We are subject to numerous federal, state and local environmental laws and regulations governing, among other things, solid and hazardous waste storage, treatment and disposal, and remediation of releases of hazardous…

Our operations and employees are subject to various U.S.

Acquisitions and investments may involve significant cash expenditures, debt incurrences, equity issuances, operating losses and expenses and may be dilutive to earnings.

We expect acquisitions of businesses and assets, as well as joint ventures (or other strategic arrangements), to play a role in our future growth and our ability to build capabilities in our products and services.

We continually evaluate the performance and strategic fit of all of our businesses and may sell businesses or product lines.

We have at times experienced increased commodity costs as a result of global macroeconomic trends, including global price inflation, supply chain disruption and international conflict.

In addition, as a result of our global presence, a significant portion of our revenues and expenses is denominated in currencies other than the U.S.

We have significant operations in a number of countries outside the U.S., some of which are located in emerging markets.

Trade restrictions could be adopted with little to no advanced notice, and we may not be able to effectively mitigate the adverse impacts from such measures.

Geopolitical tensions and trade disputes can disrupt supply chains and increase the cost of our products.

Levels of industrial capital expenditures for facility expansions and maintenance are dependent on general economic conditions, economic conditions within specific industries we serve, expectations of future market be…

Interruptions to production could increase our costs and reduce our sales.

As of the date of this filing, we have made several public commitments regarding our intended reduction of carbon emissions, including commitments to achieve net zero carbon emissions for Scope 1 and 2 by 2040 and the…

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

We rely on a combination of trademarks, trade secrets, patents, copyrights, know-how, confidentiality provisions and licensing arrangements to establish and protect our proprietary rights.

Some of our contracts do not contain limitations of liability, and even where they do, there can be no assurance that limitations of liability in our contracts are sufficient to protect us from liabilities, damages, o…

Our customers, including the U.S.

Global cybersecurity threats and incidents can range from uncoordinated individual attempts to gain unauthorized access to IT systems to sophisticated and targeted measures known as advanced persistent threats directe…

We rely upon the capacity, reliability and security of our IT and data security infrastructure and our ability to expand and continually update this infrastructure in response to the changing needs of our business.

We use a wide range of materials (primarily steel, copper and aluminum) and components (including semiconductors, electronic components, and components utilizing rare earth minerals) in the global production of our pr…

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

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

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

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

We seek to drive organizational improvement through a variety of actions, including restructuring and integration activities, digital transformation, strategic initiatives, business portfolio reviews, productivity ini…

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

Our future success depends on our ability to develop or acquire, manufacture and bring competitive, and increasingly complex, products and services to market quickly and cost-effectively.

Significant changes in actual investment return on defined benefit plan assets, discount rates, mortality assumptions and other factors could adversely affect our results of operations and the amounts of contributions…

Risks related to our defined benefit retirement plans may adversely impact our results of operations and cash flow.

Dividends received by investors could be subject to Irish income tax.

In certain circumstances, as an Irish tax resident company, we will be required to deduct Irish dividend withholding tax (currently at the rate of 25%) from dividends paid to our shareholders.

litigation risks than other businesses.

substantial fines.

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

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

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

businesses.

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

We collect, store, have access to and otherwise process certain confidential or sensitive data, including proprietary business information, customer data, personal data or other information that is subject to privacy…

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

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

changes in energy costs or governmental regulations that would decrease the incentive for customers to update or improve their building control systems; and natural or man-made disasters or losses that impact our abil…

Shareholders resident in the U.S., who are beneficially entitled to any dividends paid on their shares and hold their shares through DTC will not be subject to DWT provided the addresses of such shareholders in the re…

In certain circumstances, as an Irish tax resident company, we will be required to deduct Irish dividend withholding tax (“DWT”) (currently at the rate of 25%) from dividends paid to our shareholders.

DTC without giving rise to Irish stamp duty provided that the shareholder has confirmed to Johnson Controls transfer agent that there is no change in the ultimate beneficial ownership of the shares as a result of the…

were to be treated as a U.S.

terms could have a material adverse impact on our business and financial condition, results of operations and cash flows.

The U.S.

significant, and impairment of such assets could result in a material adverse impact on our financial condition and results of operations.

could negatively impact our results of operations to the extent we are unable to successfully mitigate and offset the impact of increased costs.

performance of the APAC segment.

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

banking systems could make credit and capital markets difficult for our customers to access and could significantly raise the cost of new debt for our customers.

performance.

patents.

Such an event could lead customers to select the products and services of our competitors.

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

The actual or perceived risk of theft, loss, fraudulent use or misuse of customer, employee or other data as a result of the foregoing or any other cybersecurity incident, as well as non-compliance with applicable ind…

We collect, store, have access to and otherwise process certain confidential or sensitive data, including proprietary business information, customer data, personal data or other information that is subject to privacy…

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

relationships and market share.

cooling), artificial intelligence and machine learning, our business, financial condition, results of operations and cash flows could be adversely affected.