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Johnson Controls International Plc JOHNSON CONTROLS INTERNATIONAL PLC Annual Report For the Year Ended September 30, 2019 TABLE OF CONTENTS Page Directors' Report 3 Independent Auditors' Report 42 Consolidated Statement of Income 48 Consolidated Statement of Comprehensive Income (Loss) 49 Consolidated Statement of Financial Position 50 Consolidated Statement of Cash Flows 51 Consolidated Statement of Shareholders' Equity Attributable to Johnson Controls Ordinary Shareholders 52 Notes to Consolidated Financial Statements 53 Company Balance Sheet 121 Company Statement of Changes in Equity 122 Notes to Company Financial Statements 123 JOHNSON CONTROLS INTERNATIONAL PLC DIRECTORS' REPORT For the Financial Year Ended September 30, 2019 The directors present their report and the audited consolidated financial statements for the financial year ended September 30, 2019, which are set out on pages 48 to 119, and audited Parent Company financial statements for the financial year ended September 30, 2019, which are set out on pages 120 to 131. The directors have elected to prepare the consolidated financial statements of Johnson Controls International plc and its subsidiaries (hereinafter referred to as "Johnson Controls" or the "Group") in accordance with Section 279 of the Companies Act 2014 (the "Act"), which provides that a true and fair view of the state of affairs and profit or loss may be given by preparing the financial statements in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"), as defined in Section 279 of the Act, to the extent that the use of those principles in the preparation of the financial statements does not contravene any provision of the Act or of any regulations made thereunder. The directors have elected to prepare the Johnson Controls International plc Parent Company ("Johnson Controls Ireland" or "Parent Company") financial statements in accordance with Financial Reporting Standard 102, "The Financial Reporting Standard applicable in the UK and Ireland" ("FRS 102"), together with the Companies Act 2014. DIRECTORS' COMPLIANCE STATEMENT The directors acknowledge that they are responsible for securing the Parent Company’s compliance with its relevant obligations. The directors confirm that the Parent Company has: 1. Drawn up a compliance policy statement setting out the Parent Company’s policies respecting compliance by the Parent Company with its relevant obligations. 2. Put in place appropriate arrangements or structures that are designed to secure material compliance with the Parent Company’s relevant obligations. 3. Conducted a review during the financial year ended September 30, 2019 of the arrangements and structures referred to at 2 above. 3 STATEMENT OF DIRECTORS’ RESPONSIBILITIES The directors are responsible for preparing the Directors’ Report and the Group and Company financial statements in accordance with Irish law. Irish law requires the directors to prepare Group and Company financial statements for each financial year giving a true and fair view of the Group’s and Company's assets, liabilities and financial position at the end of the financial year and the profit or loss of the Group and Company for the financial year. Under that law the directors have prepared the Group and Company financial statements in accordance with Irish Generally Accepted Accounting Practice (accounting standards issued by the UK Financial Reporting Council, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland and Irish law). Under Irish law, the directors shall not approve the Group and Company financial statements unless they are satisfied that they give a true and fair view of the Group’s and Company's assets, liabilities and financial position as at the end of the financial year and the profit or loss of the Group and Company for the financial year. In preparing these Group and Company financial statements, the directors are required to: • select suitable accounting policies and then apply them consistently; • make judgments and estimates that are reasonable and prudent; • state whether the Group and Company financial statements have been prepared in accordance with applicable accounting standards and identify the standards in question, subject to any material departures from those standards being disclosed and explained in the notes to the financial statements; and • prepare the Group and Company financial statements on a going concern basis unless it is inappropriate to presume that the Group will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to: • correctly record and explain the transactions of the Group and Company; • enable, at any time, the assets, liabilities, financial position and profit or loss of the Group and Company to be determined with reasonable accuracy; and • enable the directors to ensure that the Group and Company financial statements comply with the Companies Act 2014 and enable those financial statements to be audited. The directors are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group’s and Company's website. Legislation in Ireland governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. 4 BASIS OF PRESENTATION The accompanying financial statements have been prepared in United States dollars and reflect the consolidated operations of the Group. Unless otherwise indicated, references to 2019 and 2018 are to Johnson Control's financial years ending September 30, 2019 ("fiscal 2019") and 2018 ("fiscal 2018"), respectively. PRINCIPAL ACTIVITIES Johnson Controls International plc, headquartered in Cork, Ireland, is a global diversified technology and multi industrial leader serving a wide range of customers in more than 150 countries. The Group creates intelligent buildings, efficient energy solutions and integrated infrastructure that work seamlessly together to deliver on the promise of smart cities and communities. The Group is committed to helping its customers win and creating greater value for all of its stakeholders through its strategic focus on buildings. Johnson Controls was originally incorporated in the state of Wisconsin in 1885 as Johnson Electric Service Company to manufacture, install and service automatic temperature regulation systems for buildings. The Group was renamed to Johnson Controls, Inc. in 1974. In 2005, the Group acquired York International, a global supplier of heating, ventilating, air-conditioning ("HVAC") and refrigeration equipment and services. In 2014, the Group acquired Air Distribution Technologies, Inc., one of the largest independent providers of air distribution and ventilation products in North America. In 2015, the Group formed a joint venture with Hitachi to expand its building related product offerings. In 2016, Johnson Controls, Inc. and Tyco completed their combination (the "Merger"). Following the Merger, Tyco changed its name to “Johnson Controls International plc.” On November 13, 2018, the Group entered into a Stock and Asset Purchase Agreement (“Purchase Agreement”) with BCP Acquisitions LLC (“Purchaser”). The Purchaser is a newly-formed entity controlled by investment funds managed by Brookfield Capital Partners LLC. Pursuant to the Purchase Agreement, on the terms and subject to the conditions therein, the Group agreed to sell, and Purchaser agreed to acquire, the Group’s Power Solutions business for a purchase price of $13.2 billion. The transaction closed on April 30, 2019 with net cash proceeds of $11.6 billion after tax and transaction-related expenses. During the first quarter of fiscal 2019, the Group determined that its Power Solutions business met the criteria to be classified as a discontinued operation and, as a result, Power Solutions' historical financial results are reflected in the Group's consolidated financial statements as a discontinued operation, and assets and liabilities were retrospectively reclassified as assets and liabilities held for sale. The Group is a global market leader in engineering, developing, manufacturing and installing building products and systems around the world, including HVAC equipment, HVAC controls, energy-management systems, security systems, fire detection systems and fire suppression solutions. The Group further serves customers by providing technical services (in the HVAC, security and fire-protection space), energy-management consulting and data-driven solutions via its data-enabled business. Finally, the Group has a strong presence in the North American residential air conditioning and heating systems market and is a global market leader in industrial refrigeration products. Products/Systems and Services The Group sells its integrated control systems, security systems, fire-detection systems, equipment and services primarily through its extensive global network of sales and service offices, with operations in approximately 70 countries. Significant sales are also generated through global third-party channels, such as distributors of air-conditioning, security, fire-detection and commercial HVAC systems. The Group’s large base of current customers leads to significant repeat business for the retrofit and replacement markets. In
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