JOHNSON CONTROLS INTERNATIONAL PLC
10-Qs and 10-Ks
PROXIES
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended
March 31, 2025
OR
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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
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Exact name of registrant as specified in its charter
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| (Address of Principal Executive Offices and Postal Code) | (Registrant's Telephone Number) | ||||||||||
Securities Registered Pursuant to Section 12(b) of the Exchange Act:
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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
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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.
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þ | Accelerated filer | ☐ | Smaller reporting company |
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| Non-accelerated filer | ¨ | Emerging growth company |
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| 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
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No
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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 March 31, 2025 | |||||||
| Ordinary Shares, $0.01 par value per share |
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JOHNSON CONTROLS INTERNATIONAL PLC
FORM 10-Q
Report Index
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Page | ||||
| Part I. Financial Information | |||||
| Item 1. Financial Statements (unaudited) | |||||
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Consolidated Statements of Income for the Three and Six Month Periods Ended March 31, 2025 and 2024
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Consolidated Statements of Comprehensive Income for the
Three and Six Month Periods Ended March 31, 2025 and 2024
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Consolidated Statements of Financial Position at March 31, 2025 and September 30, 2024
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Consolidated Statements of Cash Flows for the Six Month Periods Ended March 31, 2025 and 2024
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Consolidated Statements of Shareholders' Equity for the
Three and Six Month Periods Ended March 31, 2025 and 2024
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| Notes to Consolidated Financial Statements | |||||
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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| Item 3. Quantitative and Qualitative Disclosures About Market Risk | |||||
| Item 4. Controls and Procedures | |||||
| Part II. Other Information | |||||
| Item 1. Legal Proceedings | |||||
| Item 1A. Risk Factors | |||||
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | |||||
| Item 5. Other Information | |||||
| Item 6. Exhibits | |||||
| Signatures | |||||
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Johnson Controls International plc
Consolidated Statements of Income
(in millions, except per share data; unaudited)
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Three Months Ended
March 31, |
Six Months Ended
March 31, |
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| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net sales | |||||||||||||||||||||||
| Products and systems | $ |
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| Services |
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| Cost of sales | |||||||||||||||||||||||
| Products and systems |
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| Services |
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| Gross profit |
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| Selling, general and administrative expenses |
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| Restructuring and impairment costs |
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| Net financing charges |
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| Equity income (loss) |
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| Income (loss) from continuing operations before income taxes |
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| Income tax provision (benefit) |
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| Income (loss) from continuing operations |
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| Income from discontinued operations, net of tax |
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| Net income (loss) |
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| Income (loss) attributable to noncontrolling interests | |||||||||||||||||||||||
| Continuing operations |
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| Discontinued operations |
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| Net income (loss) attributable to Johnson Controls | $ |
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| Income (loss) attributable to Johnson Controls | |||||||||||||||||||||||
| Continuing operations | $ |
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| Discontinued operations |
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| Total | $ |
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| Basic earnings (loss) per share attributable to Johnson Controls | |||||||||||||||||||||||
| Continuing operations | $ |
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| Discontinued operations |
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| Total | $ |
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| Diluted earnings (loss) per share attributable to Johnson Controls | |||||||||||||||||||||||
| Continuing operations | $ |
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| Discontinued operations |
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| Total | $ |
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$ |
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$ |
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The accompanying notes are an integral part of the consolidated financial statements.
3
Johnson Controls International plc
Consolidated Statements of Comprehensive Income
(in millions; unaudited)
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Three Months Ended
March 31, |
Six Months Ended
March 31, |
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| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income (loss) | $ |
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$ |
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$ |
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| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Foreign currency translation adjustments |
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| Realized and unrealized gains (losses) on derivatives |
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| Pension and postretirement plans |
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| Other comprehensive income (loss) |
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| Total comprehensive income (loss) |
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| Comprehensive income attributable to noncontrolling interests: | |||||||||||||||||||||||
| Net income |
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| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Foreign currency translation adjustments |
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| Realized and unrealized gains (losses) on derivatives |
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| Other comprehensive income (loss) |
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| Comprehensive income attributable to noncontrolling interests |
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| Comprehensive income (loss) attributable to Johnson Controls | $ |
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$ |
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The accompanying notes are an integral part of the consolidated financial statements.
4
Johnson Controls International plc
Consolidated Statements of Financial Position
(in millions, except par value; unaudited)
| March 31, 2025 | September 30, 2024 | ||||||||||
| Assets | |||||||||||
| Cash and cash equivalents | $ |
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$ |
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Accounts receivable, less allowance for
expected credit losses of
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| Inventories |
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| Current assets held for sale |
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| Other current assets |
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| Current assets |
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| Property, plant and equipment - net |
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| Goodwill |
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| Other intangible assets - net |
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| Noncurrent assets held for sale |
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| Other noncurrent assets |
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| Total assets | $ |
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| Liabilities and Equity | |||||||||||
| Short-term debt | $ |
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| Current portion of long-term debt |
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| Accounts payable |
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| Accrued compensation and benefits |
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| Deferred revenue |
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| Current liabilities held for sale |
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| Other current liabilities |
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| Current liabilities |
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| Long-term debt |
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| Pension and postretirement benefit obligations |
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| Noncurrent liabilities held for sale |
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| Other noncurrent liabilities |
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| Noncurrent liabilities |
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| Commitments and contingencies (Note 18) |
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Ordinary shares, $
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Ordinary A shares, €
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Preferred shares, $
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| Ordinary shares held in treasury, at cost |
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| Capital in excess of par value |
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| Retained earnings |
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| Accumulated other comprehensive loss |
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| Shareholders’ equity attributable to Johnson Controls |
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| Noncontrolling interests |
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| Total equity |
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| Total liabilities and equity | $ |
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$ |
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The accompanying notes are an integral part of the consolidated financial statements.
5
Johnson Controls International plc
Consolidated Statements of Cash Flows
(in millions; unaudited)
| Six Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating Activities of Continuing Operations | |||||||||||
| Income from continuing operations attributable to Johnson Controls | $ |
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$ |
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| Income from continuing operations attributable to noncontrolling interests |
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| Income from continuing operations |
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| Adjustments to reconcile net income to cash provided (used) by operating activities: | |||||||||||
| Depreciation and amortization |
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| Pension and postretirement income and contributions |
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| Deferred income taxes |
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| Noncash restructuring and impairment charges |
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| Equity-based compensation |
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| Other - net |
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| Changes in assets and liabilities: | |||||||||||
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| Other assets |
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| Restructuring reserves |
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| Accounts payable and accrued liabilities |
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| Accrued income taxes |
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| Cash provided (used) by operating activities from continuing operations |
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| Investing Activities of Continuing Operations | |||||||||||
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| Other - net |
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| Cash used by investing activities from continuing operations |
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| Financing Activities of Continuing Operations | |||||||||||
| Net proceeds from borrowings with maturities less than three months |
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| Proceeds from debt |
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| Repayments of debt |
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| Stock repurchases and retirements |
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| Payment of cash dividends |
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| Proceeds from the exercise of stock options |
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| Employee equity-based compensation withholding taxes |
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| Other - net |
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| Cash provided (used) by financing activities from continuing operations |
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| Discontinued Operations | |||||||||||
| Cash provided (used) by operating activities |
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| Cash used by investing activities |
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| Cash used by financing activities |
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| Cash used by discontinued operations |
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| Effect of exchange rate changes on cash, cash equivalents and restricted cash |
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| Change in cash, cash equivalents and restricted cash held for sale |
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| Increase in cash, cash equivalents and restricted cash |
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| Cash, cash equivalents and restricted cash at beginning of period |
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| Cash, cash equivalents and restricted cash at end of period |
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| Less: Restricted cash |
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| Cash and cash equivalents at end of period | $ |
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$ |
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The accompanying notes are an integral part of the consolidated financial statements.
6
Johnson Controls International plc
Consolidated Statements of Shareholders' Equity
(in millions, except per share data; unaudited)
|
Three Months Ended
March 31, |
Six Months Ended
March 31, |
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| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Shareholders' Equity Attributable to Johnson Controls | |||||||||||||||||||||||
| Beginning Balance | $ |
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$ |
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$ |
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$ |
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Ordinary Shares
- Beginning and ending balance
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| Ordinary Shares Held in Treasury, at Cost | |||||||||||||||||||||||
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| Retained Earnings | |||||||||||||||||||||||
| Beginning balance |
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| Net income (loss) attributable to Johnson Controls |
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| Cash dividends declared |
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| Repurchases and retirements of ordinary shares |
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| Accumulated Other Comprehensive Loss | |||||||||||||||||||||||
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| Other comprehensive loss |
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| Ending Balance |
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| Shareholders' Equity Attributable to Noncontrolling Interests | |||||||||||||||||||||||
| Beginning Balance |
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| Comprehensive income attributable to noncontrolling interests |
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| Dividends attributable to noncontrolling interests |
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| Other, including options exercised |
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| Ending Balance |
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| Total Shareholders' Equity | $ |
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| Cash Dividends Declared per Ordinary Share | $ |
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The accompanying notes are an integral part of the consolidated financial statements.
7
Johnson Controls International plc
Notes to Consolidated Financial Statements
March 31, 2025
(unaudited)
1.
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, 2024 filed with the SEC on November 19, 2024. The results of operations for the three and six month periods ended March 31, 2025 are not necessarily indicative of results for the Company’s 2025 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, safe, healthy and sustainable buildings, serving a wide range of customers around the globe. 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) and energy-management consulting. The Company's OpenBlue digital software platform enables enterprises to better manage their physical spaces by combining the Company's building products and services with cutting-edge technology and digital capabilities to enable data-driven “smart building” services and solutions. The Company partners with customers by leveraging its broad product portfolio and digital capabilities, together with its direct channel service and solutions capabilities, to deliver outcome-based solutions across the lifecycle of a building that address customers’ needs to improve energy efficiency, enhance security, create healthy environments and reduce greenhouse gas emissions.
As discussed in more detail in Note 3, "Assets and Liabilities Held for Sale and Discontinued Operations", the Company has entered into a definitive agreement to sell its Residential and Light Commercial (“R&LC") HVAC business, including the North America Ducted business and the global Residential joint venture with Hitachi Global Life Solutions, Inc. (“Hitachi”), of which Johnson Controls owns
60
% and Hitachi owns
40
%. The R&LC HVAC business, which was previously reported in the Global Products segment, meets the criteria to be classified as a discontinued operation and, as a result, its historical financial results are reflected in the consolidated financial statements as a discontinued operation, and assets and liabilities are classified as held for sale for all periods presented. Unless otherwise noted, all activities and amounts reported in the following footnotes relate to the continuing operations of the Company and exclude activities and amounts related to the R&LC HVAC business.
Principles of Consolidation
The consolidated financial statements include the consolidated accounts of Johnson Controls International plc and its subsidiaries in conformity with U.S. GAAP. 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.
8
Johnson Controls International plc
Notes to Consolidated Financial Statements
March 31, 2025
(unaudited)
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.
2.
NEW ACCOUNTING STANDARDS
Recently Adopted Accounting Pronouncements
In September 2022, the FASB issued ASU 2022-04, "Disclosure of Supplier Finance Program Obligations," which is intended to enhance the transparency surrounding the use of supplier finance programs. Supplier finance programs may also be referred to as reverse factoring, payables finance, or structured payables arrangements. The amendments require a buyer that uses supplier finance programs to make annual disclosures about the program’s key terms, the balance sheet presentation of related amounts, the confirmed amount outstanding at the end of the period, and associated rollforward information. Only the amount outstanding at the end of the period must be disclosed in interim periods. The Company adopted the new disclosures, other than the rollforward disclosure, as required at the beginning of fiscal 2024. The rollforward disclosure will be adopted as required in fiscal 2025.
Amounts outstanding related to supply chain financing ("SCF") programs are included in accounts payable in the consolidated statements of financial position. Accounts payable included in the SCF programs were approximately $
655
million and $
703
million as of March 31, 2025 and September 30, 2024, respectively.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses," which is intended to enhance transparency into the nature and function of expenses. The amendments require that on an annual and interim basis, entities disclose disaggregated operating expense information about specific categories, including purchases of inventory, employee compensation, depreciation, amortization and depletion.
The Company expects to adopt the new annual disclosures as required for fiscal 2028 and the interim disclosures as required beginning with the first quarter of fiscal 2029.
In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures," which is intended to enhance the transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The amendments require that on an annual basis, entities disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, the amendments require that entities disclose additional information about income taxes paid as well as additional disclosures of pretax income and income tax expense, and remove the requirement to disclose certain items that are no longer considered cost beneficial or relevant.
The Company expects to adopt the new annual disclosures as required for fiscal 2026.
In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable
Segment Disclosures," which is intended to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment and contain other disclosure requirements. The Company expects to adopt the new annual disclosures as required for fiscal 2025 and the interim disclosures as required beginning with the first quarter of fiscal 2026.
The Company does not expect the recently issued accounting pronouncements above to have a material impact on its consolidated financial statements other than the related incremental disclosures. Other recently issued accounting pronouncements are not expected to have a material impact on the Company's consolidated financial statements.
9
Johnson Controls International plc
Notes to Consolidated Financial Statements
March 31, 2025
(unaudited)
3.
ASSETS AND LIABILITIES HELD FOR SALE AND DISCONTINUED OPERATIONS
In July 2024, the Company entered into a definitive agreement to sell its R&LC HVAC business, which includes the North America Ducted businesses and the global Residential joint venture with Hitachi, of which Johnson Controls owns
60
% and Hitachi owns
40
%, to Bosch Group for approximately $
8.1
billion in cash with the Company’s portion of the aggregate consideration being approximately $
6.7
billion, inclusive of an upfront royalty payment for the licensing of the York tradename. The transaction is expected to close in the second half of fiscal 2025, subject to required regulatory approvals and other customary closing conditions. The R&LC HVAC business, which was previously reported in the Global Products segment, meets the criteria to be classified as discontinued operations as it represents a strategic shift in the Company's operations and results in the exit of substantially all of its residential and light commercial HVAC businesses. Results of the business are presented in discontinued operations for all periods presented.
The Company determined that the assets and liabilities for the R&LC HVAC business met the held for sale criteria during the fourth quarter of 2024. Accordingly, the assets and liabilities of the business were reclassified in the consolidated balance sheets at March 31, 2025 and September 30, 2024 to held for sale, and the Company ceased recording depreciation and amortization for the held for sale assets.
The following table summarizes the results of the R&LC HVAC business which are reported as discontinued operations (in millions):
| Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Net sales | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
| Cost of goods sold |
|
|
|
|
||||||||||||||||||||||
| Gross profit |
|
|
|
|
||||||||||||||||||||||
| Selling, general and administrative expenses |
|
|
|
|
||||||||||||||||||||||
| Restructuring and impairment costs |
|
|
|
|
||||||||||||||||||||||
| Net financing charges |
|
|
|
|
||||||||||||||||||||||
| Equity income |
|
|
|
|
||||||||||||||||||||||
| Income from discontinued operations before income taxes |
|
|
|
|
||||||||||||||||||||||
| Provision for income taxes on discontinued operations |
|
|
|
|
||||||||||||||||||||||
| Income from discontinued operations, net of tax |
|
|
|
|
||||||||||||||||||||||
| Income from discontinued operations attributable to noncontrolling interest, net of tax |
|
|
|
|
||||||||||||||||||||||
| Income from discontinued operations | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
10
Johnson Controls International plc
Notes to Consolidated Financial Statements
March 31, 2025
(unaudited)
The following table summarizes the assets and liabilities of the R&LC HVAC business which were classified as held for sale (in millions):
| March 31, 2025 | September 30, 2024 | ||||||||||
| Cash | $ |
|
$ |
|
|||||||
| Accounts receivable - net |
|
|
|||||||||
| Inventories |
|
|
|||||||||
| Other current assets |
|
|
|||||||||
| Current assets held for sale |
|
|
|||||||||
| Property, plant and equipment - net |
|
|
|||||||||
| Goodwill |
|
|
|||||||||
| Other intangible assets - net |
|
|
|||||||||
| Investments in partially-owned affiliates |
|
|
|||||||||
| Other noncurrent assets |
|
|
|||||||||
| Noncurrent assets held for sale |
|
|
|||||||||
| Total assets classified as held for sale | $ |
|
$ |
|
|||||||
| Accounts payable | $ |
|
$ |
|
|||||||
| Accrued compensation and benefits |
|
|
|||||||||
| Deferred revenue |
|
|
|||||||||
| Other current liabilities |
|
|
|||||||||
| Current liabilities held for sale |
|
|
|||||||||
| Pension and postretirement benefit obligations |
|
|
|||||||||
| Other noncurrent liabilities |
|
|
|||||||||
| Noncurrent liabilities held for sale |
|
|
|||||||||
| Total liabilities classified as held for sale | $ |
|
$ |
|
|||||||
Assets and liabilities classified as held for sale are required to be recorded at the lower of carrying value or fair value less costs to sell. As of March 31, 2025, the estimated fair value less costs to sell of the held for sale businesses exceeded their carrying value, and therefore, no adjustment was necessary.
11
Johnson Controls International plc
Notes to Consolidated Financial Statements
March 31, 2025
(unaudited)
4.
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 March 31, | ||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||||||||
| Products & Systems | Services | Total | Products & Systems | Services | Total | |||||||||||||||||||||||||||||||||
| Building Solutions North America | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||||||
| Building Solutions EMEA/LA |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Building Solutions Asia Pacific |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Global Products |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||||||
| Six Months Ended March 31, | ||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||||||||
| Products & Systems | Services | Total | Products & Systems | Services | Total | |||||||||||||||||||||||||||||||||
| Building Solutions North America | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||||||
| Building Solutions EMEA/LA |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Building Solutions Asia Pacific |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Global Products |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||||||
The following table presents further disaggregation of Global Products segment revenues by product type
(in millions):
|
Three Months Ended
March 31, |
Six Months Ended
March 31, |
|||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| HVAC | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
| Fire & Security |
|
|
|
|
||||||||||||||||||||||
| Industrial Refrigeration |
|
|
|
|
||||||||||||||||||||||
| Total | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
Contract Balances
Contract assets relate to the Company’s right to consideration for performance obligations satisfied but not 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.
12
Johnson Controls International plc
Notes to Consolidated Financial Statements
March 31, 2025
(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 | March 31, 2025 | September 30, 2024 | ||||||||||||||||||
| Contract assets - current | Accounts receivable - net | $ |
|
$ |
|
|||||||||||||||
| Contract assets - noncurrent | Other noncurrent assets |
|
|
|||||||||||||||||
| Contract liabilities - current | Deferred revenue |
|
|
|||||||||||||||||
| Contract liabilities - noncurrent | Other noncurrent liabilities |
|
|
|||||||||||||||||
For the three months ended March 31, 2025 and 2024, the Company recognized revenue of $
393
million and $
369
million, respectively, that was included in the contract liability balance at the end of the prior fiscal year. For the six months ended March 31, 2025 and 2024, the Company recognized revenue of $
1,271
million and $
1,208
million, respectively, that was included in the contract liability balance at the end of the prior fiscal year.
Performance Obligations
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 March 31, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $
22
billion, of which approximately
63
% is expected to be recognized as revenue over the next
two years
. The remaining performance obligations expected to be recognized in revenue beyond two years primarily relate to large, multi-purpose construction contracts, 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 and contracts that are cancellable without substantial penalty.
Costs to Obtain or Fulfill a Contract
The Company recognizes the incremental costs incurred to obtain or fulfill a contract with a customer as an asset when these costs are recoverable. These costs consist primarily of sales commissions and design costs that relate to a contract or an anticipated contract that 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):
| March 31, 2025 | September 30, 2024 | |||||||||||||
| Other current assets | $ |
|
$ |
|
||||||||||
| Other noncurrent assets |
|
|
||||||||||||
| Total | $ |
|
$ |
|
||||||||||
During the three months ended March 31, 2025 and 2024, the C
ompany recognized
expense of $
91
million and $
77
million, respectively, related to costs to obtain or fulfill a contract. During the six months ended March 31, 2025 and 2024, the C
om
pany recognized expense of $
175
million and $
134
million, respectively, related to costs to obtain or fulfill a contract.
13
Johnson Controls International plc
Notes to Consolidated Financial Statements
March 31, 2025
(unaudited)
5.
INVENTORIES
Inventories consisted of the following (in millions):
| March 31, 2025 | September 30, 2024 | ||||||||||
| Raw materials and supplies | $ |
|
$ |
|
|||||||
| Work-in-process |
|
|
|||||||||
| Finished goods |
|
|
|||||||||
| Inventories | $ |
|
$ |
|
|||||||
6.
GOODWILL AND OTHER INTANGIBLE ASSETS
The following table summarizes changes in the carrying amount of goodwill in each of the Company’s reportable segments (in millions):
| Six Months Ended March 31, 2025 | ||||||||||||||||||||||||||||||||
| Building Solutions North America | Building Solutions EMEA/LA | Building Solutions Asia Pacific | Global Products | Total | ||||||||||||||||||||||||||||
| Goodwill | $ |
|
$ |
|
$ |
|
$ |
|
|
|||||||||||||||||||||||
| Accumulated impairment loss |
(
|
(
|
|
(
|
(
|
|||||||||||||||||||||||||||
| Balance at beginning of period |
|
|
|
|
|
|||||||||||||||||||||||||||
| Foreign currency translation and other |
(
|
(
|
(
|
(
|
(
|
|||||||||||||||||||||||||||
| Balance at end of period | $ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||
Other intangible assets, primarily from business acquisitions, consisted of (in millions):
| March 31, 2025 | September 30, 2024 | ||||||||||||||||||||||||||||||||||
|
Gross
Carrying Amount |
Accumulated
Amortization |
Net |
Gross
Carrying Amount |
Accumulated
Amortization |
Net | ||||||||||||||||||||||||||||||
| Definite-lived intangible assets | |||||||||||||||||||||||||||||||||||
| Technology | $ |
|
$ |
(
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||||||||||
| Customer relationships |
|
(
|
|
|
(
|
|
|||||||||||||||||||||||||||||
| Miscellaneous |
|
(
|
|
|
(
|
|
|||||||||||||||||||||||||||||
|
|
(
|
|
|
(
|
|
||||||||||||||||||||||||||||||
| Indefinite-lived intangible assets | |||||||||||||||||||||||||||||||||||
| Trademarks/trade names |
|
|
|
|
|
|
|||||||||||||||||||||||||||||
| Total intangible assets | $ |
|
$ |
(
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||||||||||
Amortization of other intangible assets included within continuing operations for the three months ended March 31, 2025 and 2024 was $
112
million and $
122
million, respectively. Amortization of other intangible assets included within continuing operations for the six months ended March 31, 2025 and 2024 was $
232
million and $
241
million, respectively.
14
Johnson Controls International plc
Notes to Consolidated Financial Statements
March 31, 2025
(unaudited)
7.
LEASES
The following table presents supplemental consolidated statement of financial position information (in millions):
| Location of lease balances | March 31, 2025 | September 30, 2024 | |||||||||||||||
| Operating lease right-of-use assets |
Other noncurrent assets
|
$ |
|
$ |
|
||||||||||||
| Operating lease liabilities - current |
Other current liabilities
|
|
|
||||||||||||||
| Operating lease liabilities - noncurrent |
Other noncurrent liabilities
|
|
|
||||||||||||||
The following table presents supplemental noncash operating lease activity (in millions):
|
Six Months Ended
March 31, |
|||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Right-of-use assets obtained in exchange for operating lease liabilities | $ |
|
$ |
|
|||||||||||||
8.
DEBT AND FINANCING ARRANGEMENTS
Short-term debt consisted of the following (in millions):
| March 31, | September 30, | ||||||||||
| 2025 | 2024 | ||||||||||
| Commercial paper | $ |
|
$ |
|
|||||||
| Term loans |
|
|
|||||||||
| Bank borrowings |
|
|
|||||||||
| $ |
|
$ |
|
||||||||
| Weighted average interest rate on short-term debt outstanding |
|
% |
|
% | |||||||
As of March 31, 2025, the Company had
two
syndicated committed revolving credit facilities, including
$
2.5
billion which is scheduled to expire in December 2028 and
$
500
million which is scheduled to expire in December 2025. There were
no
draws on the facilities as of March 31, 2025.
In February 2025, the Company repaid €
476
million of its
1.375
% Notes due 2025 and extinguished $
7
million of its
5.125
% Notes due 2045 through a bilateral private purchase.
In December 2024, the Company and its wholly-owned subsidiary, Tyco Fire & Security Finance S.C.A, co-issued the following unsecured, unsubordinated senior notes:
•
$
250
million
4.900
% Senior Notes due 2032. These notes are a further issuance of the $
400
million,
4.900
% Senior Notes due 2032, which were originally issued in September 2022.
•
€
500
million
3.125
% Senior Notes due 2033.
9.
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
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
15
Johnson Controls International plc
Notes to Consolidated Financial Statements
March 31, 2025
(unaudited)
foreign exchange rate risk primarily using foreign currency exchange forward contracts. The Company hedges
70
% to
90
% of the notional amount of each of its known foreign exchange transactional exposures.
The Company selectively hedges anticipated transactions that are subject to commodity price risk, primarily using commodity hedge contracts, to minimize overall price risk associated with 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.
Under ASC 815, "Derivatives and Hedging," cash flow hedge gains or losses due to changes in fair value are initially recorded as a component of accumulated other comprehensive income ("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 and six months ended March 31, 2025 and 2024.
The Company had the following outstanding contracts to hedge forecasted commodity purchases (in metric tons):
| Volume Outstanding as of | ||||||||||||||
| Commodity | March 31, 2025 | September 30, 2024 | ||||||||||||
| Copper |
|
|
||||||||||||
| Aluminum |
|
|
||||||||||||
The Company may enter into forward-starting interest rate swaps in conjunction with anticipated note issuances to manage exposure to interest rate changes. The forward-starting interest swaps are terminated when the anticipated notes are issued.
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 gains and losses recorded on the Company’s net investments globally.
The following table summarizes net investment hedges (in billions):
| March 31, | September 30, | |||||||||||||
| 2025 | 2024 | |||||||||||||
| Euro-denominated bonds designated as net investment hedges in Europe | € |
|
€ |
|
||||||||||
| Yen-denominated debt 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.
16
Johnson Controls International plc
Notes to Consolidated Financial Statements
March 31, 2025
(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 |
Derivatives and Hedging Activities
Not Designated as Hedging Instruments |
||||||||||||||||||||||
| March 31, | September 30, | March 31, | September 30, | ||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Other current assets | |||||||||||||||||||||||
| Foreign currency exchange derivatives | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Commodity derivatives |
|
|
|
|
|||||||||||||||||||
| Total assets | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Other current liabilities | |||||||||||||||||||||||
| Foreign currency exchange derivatives | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Commodity derivatives |
|
|
|
|
|||||||||||||||||||
| Long-term debt | |||||||||||||||||||||||
| Foreign currency denominated debt |
|
|
|
|
|||||||||||||||||||
| Total liabilities | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
Counterparty Credit Risk
The use of derivative financial instruments exposes the Company to counterparty credit risk. The Company has established policies and procedures to limit the potential for counterparty credit risk, including establishing limits for credit exposure and continually assessing the creditworthiness of counterparties. As a matter of practice, the Company deals with major banks worldwide having strong investment grade long-term credit ratings. To further reduce the risk of loss, the Company generally enters into International Swaps and Derivatives Association ("ISDA") master netting agreements with substantially all of its counterparties. The Company enters into ISDA master netting agreements with counterparties that permit the net settlement of amounts owed under the derivative contracts. The master netting agreements generally provide for net settlement of all outstanding contracts with a counterparty in the case of an event of default or a termination event. The Company has not elected to offset the fair value positions of the derivative contracts recorded in the consolidated statements of financial position.
The Company's derivative contracts do not contain any credit risk related contingent features and do not require collateral or other security to be furnished by the Company or the counterparties. The Company's exposure to credit risk associated with its derivative instruments is measured on an individual counterparty basis, as well as by groups of counterparties that share similar attributes. The Company does not anticipate any non-performance by any of its counterparties, and the concentration of risk with financial institutions does not present significant credit risk to the Company.
The gross and net amounts of derivative assets and liabilities were as follows (in millions):
| Fair Value of Assets | Fair Value of Liabilities | |||||||||||||||||||||||||
| March 31, | September 30, | March 31, | September 30, | |||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Gross amount recognized | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
| Gross amount eligible for offsetting |
(
|
(
|
(
|
(
|
||||||||||||||||||||||
| Net amount | $ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
17
Johnson Controls International plc
Notes to Consolidated Financial Statements
March 31, 2025
(unaudited)
Derivatives Impact on the Statements of Income and Statements of Comprehensive Income
The following table presents the pre-tax gains (losses) recorded in other comprehensive income (loss) related to cash flow hedges (in millions):
|
Derivatives in Cash Flow
Hedging Relationships |
Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Foreign currency exchange derivatives | $ |
(
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||
| Commodity derivatives |
|
|
|
|
||||||||||||||||||||||
| Interest rate swaps |
|
|
|
(
|
||||||||||||||||||||||
| 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 Cash Flow Hedging Relationships | Location of Gain (Loss) Reclassified from AOCI into Income |
Three Months Ended
March 31, |
Six Months Ended
March 31, |
|||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| Foreign currency exchange derivatives | Cost of sales | $ |
|
$ |
(
|
$ |
|
$ |
(
|
|||||||||||||||||||||||
| Commodity derivatives | Cost of sales |
(
|
(
|
(
|
(
|
|||||||||||||||||||||||||||
| 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 |
Location of Gain (Loss)
Recognized in Income on Derivative |
Three Months Ended
March 31, |
Six Months Ended
March 31, |
|||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||
| Foreign currency exchange derivatives | Cost of sales | $ |
(
|
$ |
|
$ |
(
|
$ |
(
|
|||||||||||||||||||||||
| Foreign currency exchange derivatives | SG&A |
(
|
(
|
(
|
(
|
|||||||||||||||||||||||||||
| Foreign currency exchange derivatives | Net financing charges |
|
|
(
|
|
|||||||||||||||||||||||||||
| Total | $ |
|
$ |
|
$ |
(
|
$ |
|
||||||||||||||||||||||||
The following table presents pre-tax gains on net investment hedges recorded as foreign currency translation adjustments ("CTA") within other comprehensive income (loss) (in millions):
|
Three Months Ended
March 31, |
Six Months Ended
March 31, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net investment hedges | $ |
(
|
$ |
|
$ |
|
$ |
(
|
|||||||||||||||
10.
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;
18
Johnson Controls International plc
Notes to Consolidated Financial Statements
March 31, 2025
(unaudited)
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: | |||||||||||||||||||||||
|
Total as of
March 31, 2025 |
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 | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Commodity derivatives |
|
|
|
|
|||||||||||||||||||
| Other noncurrent assets | |||||||||||||||||||||||
| Deferred compensation plan assets |
|
|
|
|
|||||||||||||||||||
|
Exchange traded funds (fixed income)
(1)
|
|
|
|
|
|||||||||||||||||||
|
Exchange traded funds (equity)
(1)
|
|
|
|
|
|||||||||||||||||||
| Total assets | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Other current liabilities | |||||||||||||||||||||||
| Foreign currency exchange derivatives | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Contingent earn-out liabilities |
|
|
|
|
|||||||||||||||||||
| Total liabilities | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
(1)
Classified as restricted investments for payment of asbestos liabilities. See Note 18, "Commitments and Contingencies," of the notes to the consolidated financial statements for further details.
19
Johnson Controls International plc
Notes to Consolidated Financial Statements
March 31, 2025
(unaudited)
| Fair Value Measurements Using: | |||||||||||||||||||||||
| Total as of September 30, 2024 |
Quoted Prices
in Active Markets (Level 1) |
Significant
Other Observable Inputs (Level 2) |
Significant
Unobservable Inputs (Level 3) |
||||||||||||||||||||
| Other current assets | |||||||||||||||||||||||
| Foreign currency exchange derivatives | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
|
Commodity derivatives
|
|
|
|
|
|||||||||||||||||||
| Other noncurrent assets | |||||||||||||||||||||||
| Deferred compensation plan assets |
|
|
|
|
|||||||||||||||||||
|
Exchange traded funds (fixed income)
(1)
|
|
|
|
|
|||||||||||||||||||
|
Exchange traded funds (equity)
(1)
|
|
|
|
|
|||||||||||||||||||
| Total assets | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Other current liabilities | |||||||||||||||||||||||
| Foreign currency exchange derivatives | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Commodity derivatives |
|
|
|
|
|||||||||||||||||||
| Contingent earn-out liabilities |
|
|
|
|
|||||||||||||||||||
| Other noncurrent liabilities | |||||||||||||||||||||||
| Contingent earn-out liabilities |
|
|
|
|
|||||||||||||||||||
| Total liabilities | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
(1)
Classified as restricted investments for payment of asbestos liabilities. See Note 18, "Commitments and Contingencies," of the notes to the consolidated financial statements for further details.
Valuation Methods
Commodity derivatives
: The commodity derivatives are valued under a market approach using publicized prices, where available, or dealer quotes.
Contingent earn-out liabilities
: The contingent earn-out liabilities were established using a Monte Carlo simulation based on the forecasted operating results and the earn-out formula specified in the purchase agreements.
Deferred compensation plan assets
: Assets held in the deferred compensation plans will be used to pay benefits under certain of the Company's non-qualified deferred compensation plans. The investments primarily consist of mutual funds which are publicly traded on stock exchanges and are valued using a market approach based on the quoted market prices. Unrealized gains (losses) on the deferred compensation plan assets are recognized in the consolidated statements of income where they offset unrealized gains and losses on the related deferred compensation plan liability.
Exchange traded funds
: Investments in exchange traded funds are valued using a market approach based on quoted market prices, where available, or broker/dealer quotes of identical or comparable instruments. Refer to Note 18, "Commitments and Contingencies," of the notes to the consolidated financial statements for further information.
Foreign currency exchange derivatives
: The foreign currency exchange derivatives are valued under a market approach using publicized spot and forward prices.
20
Johnson Controls International plc
Notes to Consolidated Financial Statements
March 31, 2025
(unaudited)
The following table presents the portion of unrealized gains (losses) recognized in the consolidated statements of income that relate to equity securities still held at March 31, 2025 and 2024 (in millions):
| Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Deferred compensation plan assets | $ |
(
|
$ |
|
$ |
(
|
$ |
|
||||||||||||||||||
| Investments in exchange traded funds |
(
|
|
(
|
|
||||||||||||||||||||||
The fair values of cash and cash equivalents, accounts receivable, short-term debt and accounts payable approximate their carrying values.
The fair value of long-term debt at March 31, 2025 and September 30, 2024 was as follows (in billions):
| March 31, | September 30, | ||||||||||||||||
| 2025 | 2024 | ||||||||||||||||
| Public debt | $ |
|
$ |
|
|||||||||||||
| Other long-term debt |
|
|
|||||||||||||||
| Total fair value of long-term debt | $ |
|
$ |
|
|||||||||||||
11.
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
March 31, |
Six Months Ended
March 31, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Income (Loss) Available to Ordinary Shareholders | |||||||||||||||||||||||
| Income (loss) from continuing operations | $ |
|
$ |
(
|
$ |
|
$ |
|
|||||||||||||||
| Income from discontinued operations |
|
|
|
|
|||||||||||||||||||
| Basic and diluted income (loss) available to shareholders | $ |
|
$ |
(
|
$ |
|
$ |
|
|||||||||||||||
| Weighted Average Shares Outstanding | |||||||||||||||||||||||
| Basic weighted average shares outstanding |
|
|
|
|
|||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
|
Stock options, unvested restricted stock and
unvested performance share awards |
|
|
|
|
|||||||||||||||||||
| Diluted weighted average shares outstanding |
|
|
|
|
|||||||||||||||||||
| Antidilutive Securities | |||||||||||||||||||||||
| Stock options and unvested restricted stock |
|
|
|
|
|||||||||||||||||||
For the three months ended March 31, 2024, the total number of potential dilutive shares due to stock options, unvested restricted stock and unvested performance share awards was
1.6
million. However, these items were not included in the computation of diluted loss per share for the three months ended March 31, 2024 since to do so would decrease the loss per share.
21
Johnson Controls International plc
Notes to Consolidated Financial Statements
March 31, 2025
(unaudited)
12.
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following schedules present changes in AOCI attributable to Johnson Controls (in millions):
|
Three Months Ended
March 31, |
Six Months Ended
March 31, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Foreign currency translation adjustments | |||||||||||||||||||||||
| Balance at beginning of period | $ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||
| Aggregate adjustment for the period |
(
|
(
|
(
|
(
|
|||||||||||||||||||
| Balance at end of period |
(
|
(
|
(
|
(
|
|||||||||||||||||||
| Realized and unrealized gains (losses) on derivatives | |||||||||||||||||||||||
| Balance at beginning of period |
|
(
|
(
|
|
|||||||||||||||||||
| Current period changes in fair value |
|
|
|
(
|
|||||||||||||||||||
|
Reclassification to income
(1)
|
(
|
|
(
|
|
|||||||||||||||||||
| Net tax impact |
|
(
|
(
|
(
|
|||||||||||||||||||
| Balance at end of period |
|
|
|
|
|||||||||||||||||||
| Pension and postretirement plans | |||||||||||||||||||||||
| Balance at beginning of period |
(
|
(
|
(
|
|
|||||||||||||||||||
| Reclassification to income |
(
|
(
|
(
|
(
|
|||||||||||||||||||
| Net tax impact |
|
|
|
|
|||||||||||||||||||
| Balance at end of period |
(
|
(
|
(
|
(
|
|||||||||||||||||||
| Accumulated other comprehensive loss, end of period | $ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||
(1)
Refer to Note 9, "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.
13.
PENSION AND RETIREMENT PLANS
Unless otherwise noted, all activities and amounts reported in this footnote include both continuing operations of the Company and activities and amounts related to the R&LC HVAC business. See Note 3, "Assets and Liabilities Held for Sale and Discontinued Operations" for additional details regarding divestiture of the R&LC HVAC business.
The components of the Company’s net periodic benefit 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):
| U.S. Pension Plans | |||||||||||||||||||||||
|
Three Months Ended
March 31, |
Six Months Ended
March 31, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Interest cost | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Expected return on plan assets |
(
|
(
|
(
|
(
|
|||||||||||||||||||
| Net periodic benefit credit | $ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||
22
Johnson Controls International plc
Notes to Consolidated Financial Statements
March 31, 2025
(unaudited)
| Non-U.S. Pension Plans | |||||||||||||||||||||||
|
Three Months Ended
March 31, |
Six Months Ended
March 31, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Service cost | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Interest cost |
|
|
|
|
|||||||||||||||||||
| Expected return on plan assets |
(
|
(
|
(
|
(
|
|||||||||||||||||||
| Net periodic benefit cost | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Postretirement Benefits | |||||||||||||||||||||||
|
Three Months Ended
March 31, |
Six Months Ended
March 31, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Interest cost | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Expected return on plan assets |
(
|
(
|
(
|
(
|
|||||||||||||||||||
| Amortization of prior service credit |
(
|
(
|
(
|
(
|
|||||||||||||||||||
| Net periodic benefit credit | $ |
(
|
$ |
(
|
$ |
(
|
$ |
(
|
|||||||||||||||
14.
RESTRUCTURING AND RELATED COSTS
To better align its resources with its growth strategies and reduce the cost structure of its global operations in certain underlying markets, the Company commits to restructuring plans as necessary. Restructuring activities generally result in charges for workforce reductions, plant closures, asset impairments and other related costs which are reported as restructuring and impairment costs in the Company’s consolidated statements of income. The Company expects the restructuring actions to reduce cost of sales and SG&A due to reduced employee-related costs, depreciation and amortization expense.
During the fourth quarter of fiscal 2024, the Company completed its previous restructuring plan and committed to a new multi-year restructuring plan to address stranded costs and further right-size its global operations as a result of previously announced portfolio simplification actions. It is expected that one-time restructuring costs, including severance and other employee termination benefits, contract termination costs, and certain other related cash and non-cash charges, of approximately $
400
million will be incurred over the course of fiscal 2025, 2026 and 2027. Restructuring costs will be incurred across all segments and Corporate functions.
The following table summarizes restructuring and related costs (in millions):
| Three Months Ended March 31, 2025 | Six Months Ended March 31, 2025 | ||||||||||
| Building Solutions North America | $ |
|
$ |
|
|||||||
| Building Solutions EMEA/LA |
|
|
|||||||||
| Building Solutions Asia Pacific |
|
|
|||||||||
| Global Products |
|
|
|||||||||
| Corporate |
|
|
|||||||||
| Total | $ |
|
$ |
|
|||||||
23
Johnson Controls International plc
Notes to Consolidated Financial Statements
March 31, 2025
(unaudited)
The following table summarizes changes in the reserve under the Company's restructuring plan announced in the fourth quarter of fiscal 2024, which is included within other current liabilities in the consolidated statements of financial position (in millions):
| Employee Severance and Termination Benefits | Long-Lived Asset Impairments | Other | Total | ||||||||||||||||||||
| Restructuring and related costs | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Utilized—cash |
(
|
|
(
|
(
|
|||||||||||||||||||
| Utilized—noncash |
|
(
|
|
(
|
|||||||||||||||||||
| Other |
|
|
|
|
|||||||||||||||||||
|
Balance at March 31, 2025
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
The following table summarizes changes in the previous restructuring plan reserve, which is included within other current liabilities in the consolidated statements of financial position (in millions):
| Employee Severance and Termination Benefits | Other | Total | |||||||||||||||
| Balance at September 30, 2024 | $ |
|
$ |
|
$ |
|
|||||||||||
| Utilized—cash |
(
|
|
(
|
||||||||||||||
| Other |
|
|
|
||||||||||||||
| Balance at March 31, 2025 | $ |
|
$ |
|
$ |
|
|||||||||||
15.
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 March 31, 2025, the Company's effective tax rate for continuing operations was
5.2
% and was lower than the statutory tax rate of
12.5
% primarily due to tax reserve adjustments as the result of expired statute of limitations for certain tax years and the benefits of continuing global tax planning, partially offset by tax rate differentials.
For the six months ended March 31, 2025, the Company's effective tax rate was
8.0
% and was lower than the statutory tax rate of
12.5
% primarily due to tax reserve adjustments as the result of expired statute of limitations for certain tax years and the benefits of continuing global tax planning, partially offset by tax rate differentials.
For the three months ended March 31, 2024, the Company's effective tax rate for continuing operations was
32.5
% and was higher than the statutory tax rate of
12.5
% primarily due to the tax impact of an impairment charge and tax rate differentials, partially offset by the tax impact of the water systems Aqueous Film Forming Foam ("AFFF") settlement costs and the benefits of continuing global tax planning.
For the six months ended March 31, 2024, the Company's effective tax rate was
114.6
% and was higher than the statutory tax rate of
12.5
% primarily due to the tax impact of an impairment charge, 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,
24
Johnson Controls International plc
Notes to Consolidated Financial Statements
March 31, 2025
(unaudited)
partially offset by the tax impact of the water systems AFFF settlement costs, Swiss tax reform, and the benefits of continuing global tax planning.
Refer to Note 18, "Commitments and Contingencies," of the notes to the consolidated financial statements for further disclosure related to the water systems AFFF settlement.
Uncertain Tax Positions
At September 30, 2024, the Company had gross tax-effected unrecognized tax benefits of $
2.1
billion, of which $
1.5
billion, if recognized, would impact the effective tax rate. Accrued interest, net at September 30, 2024 was approximately $
398
million (net of tax benefit). Interest accrued during the six months ended March 31, 2025 and 2024 was approximately $
54
million and $
59
million (both net of tax benefit), respectively. The Company recognizes interest and penalties related to unrecognized tax benefits as a component of income tax expense.
During the three months ended March 31, 2025, as the result of the expiration of the statute of limitations in certain jurisdictions, the Company adjusted its reserve for uncertain tax positions which resulted in a $
36
million net benefit to income tax expense.
In the U.S., fiscal years 2019 through 2020 are currently under audit and fiscal years 2017 through 2018 are currently under appeal with the Internal Revenue Service (“IRS”) for certain legal entities. In addition, fiscal years 2016 through 2019 are also under exam by the IRS in relation to a separate consolidated filing group. Additionally, the Company is currently under exam in the following major non-U.S. jurisdictions for continuing operations:
| Tax Jurisdiction | Tax Years Covered | |||||||
| Belgium |
2016 - 2017; 2019 - 2020
|
|||||||
| Germany |
2007 - 2021
|
|||||||
| Mexico |
2016 - 2019
|
|||||||
| United Kingdom |
2014 - 2015; 2018; 2020 - 2021
|
|||||||
It is reasonably possible that 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.
Impacts of Tax Legislation
On December 18, 2023, the president of Ireland signed into law the Finance (No. 2) Bill 2023, which included legislation regarding the implementation of the Pillar Two global minimum tax. The Pillar Two legislation is effective for the Company’s fiscal year beginning October 1, 2024. The impact in the current fiscal year is not expected to be material, however, the Company is continuing to assess the future impact of the new 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 was effective starting January 1, 2024. The IMTM increased Switzerland's combined statutory income tax rate to approximately
15
%. As a result, in the six months ended March 31, 2024, the Company recorded a noncash discrete net tax benefit of
$
80
million
due to the remeasurement of deferred tax assets and liabilities related to Switzerland and the canton of Schaffhausen.
16.
SEGMENT INFORMATION
The Company conducts its business through
four
operating segments, all of which are reportable segments:
•
Building Solutions North America
which operates in the United States and Canada;
•
Building Solutions EMEA/LA
which operates in Europe, the Middle East, Africa and Latin America;
25
Johnson Controls International plc
Notes to Consolidated Financial Statements
March 31, 2025
(unaudited)
•
Building Solutions Asia Pacific
which operates in Asia Pacific; and
•
Global Products
which operates worldwide.
The Building Solutions segments:
•
Design, sell, install and service HVAC, controls, building management, refrigeration, integrated electronic security and integrated fire-detection and suppression systems; and
•
Provide energy-efficiency solutions and technical services, including data-driven "smart building" solutions as well as inspection, scheduled maintenance, and repair and replacement of mechanical and controls systems.
The Global Products segment designs, manufactures and sells:
•
HVAC equipment, controls software and software services;
•
Refrigeration equipment and controls;
•
Fire protection and suppression; and
•
Security products, including intrusion security, anti-theft devices, access control, and video surveillance and management systems.
The Company’s segments provide products and services primarily to commercial, institutional, industrial, data center, and governmental customers.
Management evaluates the performance of its segments primarily on segment earnings before interest, taxes and amortization ("EBITA"), which represents income from continuing operations before income taxes and noncontrolling interests, excluding corporate expenses, amortization of intangible assets, restructuring and impairment costs, the water systems AFFF settlement costs and insurance recoveries, net mark-to-market gains and losses related to pension and postretirement plans and restricted asbestos investments, and net financing charges.
On April 1, 2025, the Company, as part of ongoing initiatives to drive simplification, accelerate growth, better reflect its organizational and operational structure and align with the manner in which the Company's chief operating decision maker assesses performance and makes decisions regarding the allocation of resources following portfolio simplification actions, realigned into
three
reporting segments (Americas, EMEA and APAC) from
four
reporting segments (Global Products, Building Solutions North America, Building Solutions EMEA/LA and Building Solutions APAC). The Company will begin reporting under this segment structure when it reports its quarterly results for the fiscal third quarter ending June 30, 2025.
Financial information relating to the Company’s reportable segments is as follows (in millions):
| Net Sales | |||||||||||||||||||||||
|
Three Months Ended
March 31, |
Six Months Ended
March 31, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Building Solutions North America | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Building Solutions EMEA/LA |
|
|
|
|
|||||||||||||||||||
| Building Solutions Asia Pacific |
|
|
|
|
|||||||||||||||||||
| Global Products |
|
|
|
|
|||||||||||||||||||
| Total net sales | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
26
Johnson Controls International plc
Notes to Consolidated Financial Statements
March 31, 2025
(unaudited)
| Segment EBITA | |||||||||||||||||||||||
|
Three Months Ended
March 31, |
Six Months Ended
March 31, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Building Solutions North America | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Building Solutions EMEA/LA |
|
|
|
|
|||||||||||||||||||
| Building Solutions Asia Pacific |
|
|
|
|
|||||||||||||||||||
| Global Products |
|
|
|
|
|||||||||||||||||||
| Total segment EBITA |
|
|
|
|
|||||||||||||||||||
| Corporate expenses |
|
|
|
|
|||||||||||||||||||
| Amortization of intangible assets |
|
|
|
|
|||||||||||||||||||
| Restructuring and impairment costs |
|
|
|
|
|||||||||||||||||||
|
Water systems AFFF settlement
(1)
|
|
|
|
|
|||||||||||||||||||
|
Water systems AFFF insurance recoveries
(1)
|
(
|
|
(
|
|
|||||||||||||||||||
| Net mark-to-market losses (gains) |
|
(
|
|
(
|
|||||||||||||||||||
| Net financing charges |
|
|
|
|
|||||||||||||||||||
| Income (loss) before income taxes | $ |
|
$ |
(
|
$ |
|
$ |
(
|
|||||||||||||||
(1)
Refer to Note 18, "Commitments and Contingencies," of the notes to the consolidated financial statements for further disclosure related to the water systems AFFF settlement.
17.
GUARANTEES
Certain of the Company's subsidiaries at the business segment level guarantee the performance of third parties and 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. Generally, the Company's warranties require the repair or replacement of 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 costs to repair or replace products and other known factors. 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 for estimated costs to be incurred within 12 months and in other non-current liabilities for estimated costs to be incurred in more than one year.
The following table summarizes changes in the total product warranty liability (in millions):
| Balance at September 30, 2024 | $ |
|
|||
| Accruals for warranties issued during the period |
|
||||
| Settlements made during the period |
(
|
||||
| Changes in estimates to pre-existing warranties |
(
|
||||
| Currency translation |
(
|
||||
| Balance at March 31, 2025 | $ |
|
|||
27
Johnson Controls International plc
Notes to Consolidated Financial Statements
March 31, 2025
(unaudited)
18.
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):
| March 31, 2025 | September 30, 2024 | ||||||||||
| Other current liabilities | $ |
|
$ |
|
|||||||
| Other noncurrent liabilities |
|
|
|||||||||
| Total reserves for environmental liabilities | $ |
|
$ |
|
|||||||
The Company periodically examines whether the contingent liabilities related to the environmental matters described below are probable and reasonably estimable based on experience and ongoing developments in those matters, including continued study and analysis of ongoing remediation obligations. The Company expects that it will pay the amounts recorded over an estimated period of up to
20
years. The Company is not able to estimate a possible loss or range of loss, if any, in excess of the established accruals for environmental liabilities at this time.
A substantial portion of the Company's environmental reserves relates to ongoing long-term remediation efforts to address contamination relating to Aqueous Film Forming Foam ("AFFF") containing perfluorooctane sulfonate ("PFOS"), perfluorooctanoic acid ("PFOA"), and/or other per- and poly-fluoroalkyl substances ("PFAS") at or near the Tyco Fire Products L.P. (“Tyco Fire Products”) Fire Technology Center ("FTC") located in Marinette, Wisconsin and surrounding areas in the City of Marinette and Town of Peshtigo, Wisconsin, as well as the continued remediation of PFAS, arsenic and other contaminants at the Tyco Fire Products Stanton Street manufacturing facility also located in Marinette, Wisconsin (the “Stanton Street Facility”). During the three months ended June 30, 2024, Tyco Fire Products completed its previously announced plan to discontinue the production and sale of fluorinated firefighting foams, including AFFF products, and has transitioned to non-fluorinated foam alternatives.
PFOA, PFOS, and other PFAS compounds are being studied by the U.S. Environmental Protection Agency ("EPA") and other environmental and health agencies and researchers. In April 2024, EPA published National Primary Drinking Water Regulation (“NPDWR”) for six PFAS compounds including PFOA and PFOS. The NPDWR established legally enforceable levels, called Maximum Contaminant Levels, of 4.0 parts per trillion ("ppt") for each of PFOA and PFOS, 10 ppt for each of PFHxS, PFNA, and HFPO-DA (commonly known as GenX Chemicals), and a Hazard Index of one for mixtures containing two or more of PFHxS, PFNA, HFPO-DA, and PFBA. In February 2024, EPA released two proposed rules relating to PFAS under the Resource Conservation and Recovery Act (“RCRA”): one rule proposes to list nine PFAS (including PFOA and PFOS) as “hazardous constituents,” and a second rule proposes to clarify that hazardous waste regulated under the rule includes not only substances listed or identified as hazardous waste in the regulations, but also any substances that meet the statutory definition of hazardous waste. In April 2024, EPA finalized a rule designating PFOA and PFOS, along with their salts and structural isomers, as "hazardous substances" under the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA").
It is not possible to estimate the Company’s ultimate level of liability at many remediation sites due to the large number of other parties that may be involved, the complexity of determining the relative liability among those parties, the financial viability of other potentially responsible parties and third-party indemnitors, the uncertainty as to the nature and scope of the investigations and remediation to be conducted, changes in environmental regulations, changes in permissible levels of specific compounds in soil, groundwater and drinking water sources, or changes in enforcement theories and policies, including efforts to recover natural resource damages, the uncertainty in the application of law and risk assessment, the various choices and costs associated with diverse technologies that may be used in corrective actions at the sites, and the often quite lengthy periods over which eventual remediation may occur. It is possible that technological, regulatory or enforcement developments, the results of additional environmental studies or other factors could change the Company's expectations with respect to future charges and cash outlays, and such changes could be material to the Company's future
28
Johnson Controls International plc
Notes to Consolidated Financial Statements
March 31, 2025
(unaudited)
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 $
7
million
at both March 31, 2025 and September 30, 2024.
FTC-Related Matters
FTC and Stanton Street Remediation
The use of fire-fighting foams at the FTC was primarily for training and testing purposes to ensure that such products sold by the Company’s affiliates, Chemguard, Inc. ("Chemguard") and Tyco Fire Products, were effective at suppressing high intensity fires that may occur at military installations, airports or elsewhere.
Tyco Fire Products has been engaged in remediation activities at the Stanton Street Facility since 1990. Its corporate predecessor, Ansul Incorporated (“Ansul”), manufactured arsenic-based agricultural herbicides at the Stanton Street Facility, which resulted in significant arsenic contamination of soil and groundwater on the site and in parts of the adjoining Menominee River. In 2009, Ansul entered into an Administrative Consent Order (the "Consent Order") with the EPA to address the presence of arsenic at the site. Under this agreement, Tyco Fire Products’ principal obligations are to contain the arsenic contamination on the site, pump and treat on-site groundwater, dredge, treat and properly dispose of contaminated sediments in the adjoining river areas, and monitor contamination levels on an ongoing basis. Activities completed under the Consent Order since 2009 include the installation of a subsurface barrier wall around the facility to contain contaminated groundwater, the installation and ongoing operation and monitoring of a groundwater extraction and treatment system and the dredging and offsite disposal of treated river sediment. In addition to ongoing remediation activities, the Company is also working with the Wisconsin Department of Natural Resources ("WDNR") to investigate and remediate the presence of PFAS at or near the Stanton Street Facility as part of the evaluation and remediation of PFAS in the Marinette region.
Tyco Fire Products is operating and monitoring at the FTC a Groundwater Extraction and Treatment System ("GETS"), a permanent groundwater remediation system that extracts groundwater containing PFAS, treats it using advanced filtration systems, and returns the treated water to the environment. Tyco Fire Products has also completed the removal and disposal of PFAS-affected soil from the FTC. The Company is also continuing to replace private drinking water wells that may have been impacted by PFAS migrating from the FTC. The Company's reserves for continued remediation of the FTC, the Stanton Street Facility and surrounding areas in Marinette and Peshtigo are based on estimates of costs associated with the long-term remediation actions, including the continued operation of the GETS, the implementation of long-term drinking water solutions for the area impacted by groundwater migrating from the FTC, continued monitoring and testing of groundwater monitoring wells, the operation and wind-down of other legacy remediation and treatment systems and the completion of ongoing investigation obligations.
FTC-Related Litigation
Wisconsin approved final regulatory standards for PFOA and PFOS in drinking water and surface water in February 2022. In August 2024, WDNR issued a new proposed rule to adopt the EPA Maximum Contaminant Levels for PFAS in drinking water. In February 2025, the Wisconsin Department of Health Services ("WDHS") recommended individual groundwater enforcement standards of 4 ng/L for PFOA and PFOS, 10 ng/L for PFHxS, PFNA, and HFPO-DA, and 2,000 ng/L for PFBS. Following the February 2025 WDHS recommendation, the WDNR Secretary and the Governor signed the WDNR scope statement and WDNR is in the early stages of rule development for enforcement standards for these six PFAS constituents.
In July 2019, the Company received a letter from the WDNR directing the expansion of the evaluation of PFAS in the Marinette region to include (1) biosolids sludge produced by the City of Marinette Waste Water Treatment Plant and spread on certain fields in the area and (2) the Menominee and Peshtigo Rivers. On October 16, 2019, the WDNR issued a
29
Johnson Controls International plc
Notes to Consolidated Financial Statements
March 31, 2025
(unaudited)
“Notice of Noncompliance” to Tyco Fire Products and Johnson Controls, Inc. regarding the WDNR’s July 2019 letter. 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 and Johnson Controls, Inc. concerning land-applied biosolids in the Marinette region. Tyco Fire Products and Johnson Controls, Inc. believe that they have complied with all applicable environmental laws and regulations. The Company cannot predict what regulatory or enforcement actions, if any, might result from the WDNR’s actions, or the consequences of any such actions, including the potential assessment of penalties.
In March 2022, the Wisconsin Department of Justice (“WDOJ”) filed a civil enforcement action against Johnson Controls Inc. and Tyco Fire Products in Wisconsin state court relating to environmental matters at the FTC (
State of Wisconsin v. Tyco Fire Products, LP and Johnson Controls, Inc.
, Case No. 22-CX-1 (filed March 14, 2022 in Circuit Court in Marinette County, Wisconsin)). The WDOJ alleges that the Company failed to timely report the presence of PFAS chemicals at the FTC, and that the Company has not sufficiently investigated or remediated PFAS at or near the FTC. The WDOJ seeks monetary penalties and an injunction ordering these
two
subsidiaries to complete a site investigation and cleanup of PFAS contamination in accordance with the WDNR's requests. The parties are engaged in summary judgment and pretrial motions.
The Court has continued the trial previously scheduled for March 3, 2025 and has not yet set a new trial date.
In October 2022, the Town of Peshtigo filed a tort action in Wisconsin state court against Tyco Fire Products, Johnson Controls Inc., Chemguard, Inc., and ChemDesign, Inc. relating to environmental matters at the FTC (
Town of Peshtigo v. Tyco Fire Products L.P. et al.
, Case No. 2022CV000234 (filed October 18, 2022 in Circuit Court in Marinette County, Wisconsin)). The Town alleges that use of AFFF products at the FTC caused contamination of water supplies in Peshtigo. The Town seeks monetary penalties and an injunction ordering abatement of PFAS contamination in Peshtigo. The case has been removed to federal court and transferred to a multi-district litigation ("MDL") before the United States District Court for the District of South Carolina.
In November 2022, individuals filed
six
actions in Dane County, Wisconsin alleging personal injury and/or property damage against Tyco Fire Products, Johnson Controls Inc., Chemguard, and other unaffiliated defendants related to environmental matters at the FTC. Plaintiffs allege that use of AFFF products at the FTC and activities by third parties unrelated to the Company contaminated nearby drinking water sources, surface waters, and other natural resources and properties, including their personal properties. The individuals seek monetary damages for their personal injury and/or property damage. These lawsuits have been transferred to the MDL. Subsequently, several additional plaintiffs have direct-filed in the MDL complaints with similar allegations.
The Company is vigorously defending each of these cases and believes that it has meritorious defenses, but it is presently unable to predict the duration, scope, or outcome of these actions.
Aqueous Film-Forming Foam ("AFFF") Matters
AFFF Litigation
30
Johnson Controls International plc
Notes to Consolidated Financial Statements
March 31, 2025
(unaudited)
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 Municipal and Water Provider Cases
Chemguard and Tyco Fire Products have been named as defendants in more than
1,010
cases in federal and state courts involving municipal or water provider plaintiffs that were filed in state or federal courts originating from
35
states and territories. The vast majority of these cases have been transferred to or were directly filed in the MDL, and it is anticipated that the remaining cases will be transferred to the MDL. These municipal and water provider plaintiffs generally allege that the use of the defendants’ fire-fighting foam products at fire training academies, municipal airports, Air National Guard bases, or Navy or Air Force bases released PFOS and PFOA into public water supply wells and/or other public property, allegedly requiring remediation.
Tyco Fire Products and Chemguard are also periodically notified by other municipal entities that those entities may assert claims regarding PFOS and/or PFOA contamination allegedly resulting from the use of AFFF.
Water Systems AFFF Settlement Agreement
On April 12, 2024, Tyco Fire Products agreed to a settlement with a nationwide class of public water systems that detected PFAS in their drinking water systems that they allege to be associated with the use of AFFF. Under the terms of the agreement, Tyco Fire Products agreed to contribute $
750
million to resolve these PFAS claims. The settlement releases these claims against Tyco Fire Products, Chemguard, and other related corporate entities. On November 22, 2024, the Court entered final approval of the settlement agreement. In accordance with the terms of the settlement agreement, Tyco Fire Products made its final required payment of $
415
million in December 2024 and has now paid the full settlement amount.
The class of public water systems included in this settlement broadly includes any public water system (as defined in the settlement agreement) that has detected PFAS in its drinking water sources as of May 15, 2024. The following systems are excluded from the settlement class: water systems owned and operated by a State or the United States government; systems that have not detected the presence of PFAS as of May 15, 2024; small transient water systems; privately-owned drinking water wells; and the water system in the city of Marinette, Wisconsin (which is included only if it so requests). The settlement does not resolve claims of public water systems that request exclusion from the class (“opt out”) pursuant to the process to be established by the MDL court. It also does not resolve potential future claims of public water systems that detect PFAS in their water systems for the first time after May 15, 2024, or certain claims not related to drinking water, such as separate alleged claims relating to real property damage or stormwater or wastewater treatment. Finally, this settlement does not affect the other categories of cases that remain at issue in the MDL, such as personal injury cases, property damage cases, other types of class actions, claims brought by state or territory attorneys general, or other types of damages alleged to be related to the historic use of AFFF manufactured and sold by Tyco Fire Products and Chemguard. While it is reasonably possible that the excluded systems or claims could result in additional future lawsuits, claims, assessments or proceedings, it is not possible to predict the outcome of any such matters, and as such, the Company is unable to develop an estimate of a possible loss or range of losses, if any, at this time.
The settlement does not constitute an admission of liability or wrongdoing by Tyco Fire Products or Chemguard.
31
Johnson Controls International plc
Notes to Consolidated Financial Statements
March 31, 2025
(unaudited)
AFFF Putative Class Actions
Chemguard and Tyco Fire Products are named in
46
pending putative class actions in federal courts originating from
19
states and territories. All of these cases have been direct-filed in or transferred to the MDL. In addition,
six
proposed class actions were filed in Canada (British Columbia, Manitoba, Quebec and Ontario), which name Tyco Fire Products and other manufacturers as defendants, on behalf of various classes of members (including individuals and government entities) who seek to recover for remediation (past and future) costs, claim property or other environmental damages, or claim personal injuries or other harms arising from alleged exposure to or contamination with PFAS or PFAS-containing products (including AFFF).
AFFF Individual or Mass Actions
There are more than
7,510
individual or “mass” actions pending that were filed in state or federal courts originating from
52
states and territories against Chemguard and Tyco Fire Products and other defendants in which the plaintiffs generally seek compensatory damages, including damages for alleged personal injuries, medical monitoring, and alleged diminution in property values. The cases involve plaintiffs from various states including approximately
7,000
plaintiffs in Colorado and more than
7,510
other plaintiffs. The decrease in individual actions during the three months ended March 31, 2025 reflect a court order establishing a dismissal process for cases that do not involve certain types of personal injuries. The vast majority of these matters have been tagged for transfer to, transferred to, or directly-filed in the MDL, and it is anticipated that several newly-filed state court actions will be similarly tagged and transferred. There are several matters that are proceeding in state courts, including actions in Arizona, Illinois and Wisconsin.
Tyco and Chemguard are also periodically notified by other individuals that they may assert claims regarding PFOS and/or PFOA contamination allegedly resulting from the use of AFFF.
AFFF State or U.S. Territory Attorneys General Litigation
In June 2018, the State of New York filed a lawsuit in New York state court (
State of New York v. The 3M Company et al
No. 904029-18 (N.Y. Sup. Ct., Albany County)) against a number of manufacturers, including affiliates of the Company, with respect to alleged PFOS and PFOA contamination purportedly resulting from firefighting foams used at locations across New York, including Stewart Air National Guard Base in Newburgh and Gabreski Air National Guard Base in Southampton, Plattsburgh Air Force Base in Plattsburgh, Griffiss Air Force Base in Rome, and unspecified “other” sites throughout the State. The lawsuit seeks to recover costs and natural resource damages associated with contamination at these sites. This suit has been removed to the United States District Court for the Northern District of New York and transferred to the MDL.
In February 2019, the State of New York filed a second lawsuit in New York state court (
State of New York v. The 3M Company et al
(N.Y. Sup. Ct., Albany County)), against a number of manufacturers, including affiliates of the Company, with respect to alleged PFOS and PFOA contamination purportedly resulting from firefighting foams used at additional locations across New York. This suit has been removed to the United States District Court for the Northern District of New York and transferred to the MDL. In July 2019, the State of New York filed a third lawsuit in New York state court (
State of New York v. The 3M Company et al
(N.Y. Sup. Ct., Albany County)), against a number of manufacturers, including affiliates of the Company, with respect to alleged PFOS and PFOA contamination purportedly resulting from firefighting foams used at further additional locations across New York. This suit has been removed to the United States District Court for the Northern District of New York and transferred to the MDL. In November 2019, the State of New York filed a fourth lawsuit in New York state court (
State of New York v. The 3M Company et al
(N.Y. Sup. Ct., Albany County)), against a number of manufacturers, including affiliates of the Company, with respect to alleged PFOS and PFOA contamination purportedly resulting from firefighting foams used at further additional locations across New York. This suit has been removed to federal court and transferred to the MDL.
In April 2021, the State of Alaska filed a lawsuit in the superior court of the State of Alaska against a number of manufacturers and other defendants, including affiliates of the Company, with respect to PFOS and PFOA damage of the State’s land and natural resources allegedly resulting from the use of firefighting foams at various locations throughout the State. The State’s case has been removed to federal court and transferred to the MDL. The State of Alaska has also named a
32
Johnson Controls International plc
Notes to Consolidated Financial Statements
March 31, 2025
(unaudited)
number of manufacturers and other defendants, including affiliates of the Company, as third-party defendants in
two
cases brought by individuals against the State. These
two
cases have also been transferred to the MDL.
In early November 2021, the Attorney General of the State of North Carolina filed
four
individual lawsuits in the superior courts of the State of North Carolina against a number of manufacturers and other defendants, including affiliates of the Company, with respect to PFOS and PFOA damage of the State’s land, natural resources, and property allegedly resulting from the use of firefighting foams at four separate locations throughout the State. These
four
cases have been removed to federal court and transferred to the MDL. In October 2022, the Attorney General filed
two
similar lawsuits in the superior courts of the State of North Carolina regarding alleged PFAS damages at two additional locations. These
two
cases have also been removed to federal court and transferred to the MDL.
In addition,
33
other states and territories have filed
35
lawsuits against a number of manufacturers and other defendants, including affiliates of the Company, with respect to PFAS damage of each of those State's environmental and natural resources allegedly resulting from the manufacture, storage, sale, distribution, marketing, and use of PFAS-containing AFFF within each respective State. The states and territories are: Arkansas, Arizona, California, Colorado, Connecticut, Delaware, the District of Columbia, Florida, Hawaii, Illinois, Indiana, Kentucky, Massachusetts, Maryland, Maine, Michigan, Mississippi, New Hampshire, New Jersey, New Mexico, Ohio, Oklahoma, Oregon, Rhode Island, South Carolina, Tennessee, Texas, Vermont, Washington, Wisconsin, Guam, the Northern Mariana Islands, and Puerto Rico. All of these complaints, if not filed directly in the MDL, have been removed to federal court and transferred to the MDL.
Other AFFF Related Matters
In March 2020, the Kalispel Tribe of Indians (a federally recognized Tribe) and
two
tribal corporations filed a lawsuit in the United States District Court for the Eastern District of Washington against a number of manufacturers, including affiliates of the Company, and the United States with respect to PFAS contamination allegedly resulting from the use and disposal of AFFF by the United States Air Force at and around Fairchild Air Force Base in eastern Washington. This case has been transferred to the MDL.
In October 2022, the Red Cliff Band of Lake Superior Chippewa Indians (a federally recognized tribe) filed a lawsuit in the United States District Court for the Western District of Wisconsin against a number of manufacturers, including affiliates of the Company, with respect to PFAS contamination allegedly resulting from the use and disposal of AFFF at Duluth Air National Guard Base in Duluth, Minnesota. This complaint has been transferred to the MDL.
In July 2023, the Fond du Lac Band of Lake Superior Chippewa (a federally recognized tribe) direct-filed a lawsuit in the MDL against a number of manufacturers, including affiliates of the Company, with respect to PFAS contamination allegedly resulting from the use and disposal of AFFF at Duluth Air National Guard Base in Duluth, Minnesota.
The Company is vigorously defending all of the above AFFF matters and believes that it has meritorious defenses to class certification and the claims asserted, including statutes of limitations, the government contractor defense, various medical and scientific defenses, and other factual and legal defenses. The Company has a historical general liability insurance program and is pursuing coverage under the program from various insurers through insurance claims discussions and litigation pending in a state court in Wisconsin and a federal district court in South Carolina. The insurance litigation involves numerous factual and legal issues. There are numerous factual and legal issues to be resolved in connection with these claims. The Company is presently unable to predict the outcome or ultimate financial exposure beyond the water systems AFFF settlement discussed above, if any, represented by these matters, and there can be no assurance that any such exposure will not be material.
Asbestos Matters
The Company and certain of its subsidiaries, along with numerous other third parties, are named as defendants in personal injury lawsuits based on alleged exposure to asbestos containing materials. These cases have typically involved product liability claims based primarily on allegations of manufacture, sale or distribution of industrial products that either contained asbestos or were used with asbestos containing components.
33
Johnson Controls International plc
Notes to Consolidated Financial Statements
March 31, 2025
(unaudited)
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):
| March 31, 2025 | September 30, 2024 | ||||||||||
| Other current liabilities | $ |
|
$ |
|
|||||||
| Other noncurrent liabilities |
|
|
|||||||||
| Total asbestos-related liabilities |
|
|
|||||||||
| Other current assets |
|
|
|||||||||
| Other noncurrent assets |
|
|
|||||||||
| Total asbestos-related assets |
|
|
|||||||||
| Net asbestos-related liabilities | $ |
|
$ |
|
|||||||
The following table presents the components of asbestos-related assets (in millions):
| March 31, 2025 | September 30, 2024 | ||||||||||
| Restricted | |||||||||||
| Cash | $ |
|
$ |
|
|||||||
| Investments |
|
|
|||||||||
| Total restricted assets |
|
|
|||||||||
| Insurance receivables for asbestos-related liabilities |
|
|
|||||||||
| Total asbestos-related assets | $ |
|
$ |
|
|||||||
The amounts recorded for asbestos-related liabilities and insurance-related assets are based on the Company's strategies for resolving its asbestos claims, currently available information, and a number of estimates and assumptions. Key variables and assumptions include the number and type of new claims that are filed each year, the average cost of resolution of claims, the identity of defendants, the resolution of coverage issues with insurance carriers, amount of insurance, and the solvency risk with respect to the Company's insurance carriers. Other factors that may affect the Company's liability and cash payments for asbestos-related matters include uncertainties surrounding the litigation process from jurisdiction to jurisdiction and from case to case, reforms of state or federal tort legislation and the applicability of insurance policies among subsidiaries. As a result, actual liabilities or insurance recoveries could be significantly higher or lower than those recorded if assumptions used in the Company's calculations vary significantly from actual results.
Self-Insured Liabilities
The Company records liabilities for its workers' compensation, product, general and auto liabilities. The determination of these liabilities and related expenses is dependent on claims experience. For most of these liabilities, claims incurred but not yet reported are estimated by utilizing actuarial valuations based upon historical claims experience. The Company maintains captive insurance companies to manage a portion of its insurable liabilities.
The following table presents the location and amount of self-insured liabilities in the Company's consolidated statements of financial position (in millions):
| March 31, 2025 | September 30, 2024 | ||||||||||
| Other current liabilities | $ |
|
$ |
|
|||||||
| Accrued compensation and benefits |
|
|
|||||||||
| Other noncurrent liabilities |
|
|
|||||||||
| Total self-insured liabilities | $ |
|
$ |
|
|||||||
34
Johnson Controls International plc
Notes to Consolidated Financial Statements
March 31, 2025
(unaudited)
The following table presents the location and amount of insurance receivables in the Company's consolidated statements of financial position (in millions):
| March 31, 2025 | September 30, 2024 | ||||||||||
| Other current assets | $ |
|
$ |
|
|||||||
| Other noncurrent assets |
|
|
|||||||||
| Total insurance receivables | $ |
|
$ |
|
|||||||
Other Matters
The Company is involved in various lawsuits, claims and proceedings incident to the operation of its businesses, including those pertaining to product liability, environmental, safety and health, intellectual property, employment, commercial and contractual matters, and various other casualty matters. Although the outcome of litigation cannot be predicted with certainty and some lawsuits, claims or proceedings may be disposed of unfavorably to the Company, it is management’s opinion that 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.
35
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 ability to manage macroeconomic and geopolitical volatility, including changes to laws or policies governing foreign trade, including tariffs, economic sanctions, foreign exchange and capital controls, import/export controls or other trade restrictions as well as supply chain disruptions;
the ability to manage general economic, business and capital market conditions, including the impacts of trade restrictions, recessions, economic downturns and global price inflation; the Company's ability to develop or acquire new products and technologies that achieve market acceptance and meet applicable quality and regulatory requirements; the ability of the Company to execute on its operating model and drive organizational improvement; the Company's ability to successfully execute and complete portfolio simplification, including the completion of the divestiture of the Residential and Light Commercial business, as well as the possibility that the expected benefits of such actions will not be realized or will not be realized within the expected time frame; the ability to hire and retain senior management and other key personnel, including successfully completing the Company's Chief Executive Officer transition; the ability to innovate and adapt to emerging technologies, ideas and trends in the marketplace, including the incorporation of technologies such as artificial intelligence; fluctuations in the cost and availability of public and private financing for the Company's customers; the ability to manage disruptions caused by international conflicts, including Russia and Ukraine and the ongoing conflicts in the Middle East; managing the risks and impacts of potential and actual security breaches, cyberattacks, privacy breaches or data breaches, maintaining and improving the capacity, reliability and security of the 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; fluctuations in currency exchange rates; changes or uncertainty in laws, regulations, rates, policies, or interpretations that impact the Company's business operations or tax status; the ability to adapt to global climate change, climate change regulation and successfully meet the 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 ability to manage 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; any delay or inability of the Company to realize the expected benefits and synergies of recent portfolio transactions; 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, 2024 filed with the United States Securities and Exchange Commission ("SEC") on November 19, 2024, which is available at www.sec.gov and www.johnsoncontrols.com under the "Investors" tab. The description of certain of these risks is supplemented in Item 1A of Part II of Johnson Controls subsequently filed Quarterly Reports on Form 10-Q. 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
Johnson Controls International plc, headquartered in Cork, Ireland, is a global leader in smart, safe, healthy and sustainable buildings, serving a wide range of customers around the globe. The Company’s products, services, systems and solutions
36
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) and energy-management consulting. The Company's OpenBlue digital software platform enables enterprises to better manage their physical spaces by combining the Company's building products and services with cutting-edge technology and digital capabilities to enable data-driven “smart building” services and solutions. The Company partners with customers by leveraging its broad product portfolio and digital capabilities, together with its direct channel service and solutions capabilities, to deliver outcome-based solutions across the lifecycle of a building that address customers’ needs to improve energy efficiency, enhance security, create healthy environments and reduce greenhouse gas emissions.
The Company 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) and energy-management consulting. The Company's OpenBlue digital software platform enables enterprises to better manage their physical spaces by combining the Company's building products and services with cutting-edge technology and digital capabilities to enable data-driven “smart building” services and solutions. The Company partners with customers by leveraging its broad product portfolio and digital capabilities, 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.
On April 1, 2025, the Company, as part of ongoing initiatives to drive simplification, accelerate growth, better reflect its organizational and operational structure and align with the manner in which the Company's chief operating decision maker assesses performance and makes decisions regarding the allocation of resources following portfolio simplification actions, realigned into three reportable segments (Americas, EMEA and APAC) from four reportable segments (Global Products, Building Solutions North America, Building Solutions EMEA/LA and Building Solutions APAC). The Company will begin reporting under this segment structure when it reports its quarterly results for the fiscal third quarter ending June 30, 2025.
The following information should be read in conjunction with the September 30, 2024 consolidated financial statements and notes thereto, along with 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, 2024 filed with the SEC on November 19, 2024. References in the following discussion and analysis to "Three Months," "Second Quarter" or similar language refer to the three months ended March 31, 2025 compared to the three months ended March 31, 2024, while "Year-to-Date" refers to six months ended March 31, 2025 compared to the six months ended March 31, 2024.
Macroeconomic Trends
Much of the demand for the Company’s products and solutions is heavily dependent on general economic conditions, localized demand for real estate and the availability of credit, public funding or other financing sources. Positive or negative fluctuations in these dependencies could have a corresponding impact on the Company’s financial condition, results of operations and cash flows.
The Company maintains operations worldwide. Recently, the United States has announced tariffs and reciprocal tariffs on a wide range of products manufactured or produced worldwide, including Canada, China, the European Union, Japan and Mexico, among others. Several countries have similarly announced reciprocal or other tariffs impacting products manufactured or produced in the United States. In addition, the United States and other nations have, and may in the future, pause, reimpose, decrease or increase tariffs. If the actual and potential tariffs and reciprocal tariffs are implemented as currently enacted or proposed, the Company expects that such actions will negatively impact its revenue growth and margins in future periods through decreased sales and increased cost of goods sold. Further, the Company has experienced, and could again experience, increased material cost inflation and component shortages, as well as disruptions and delays in its supply chain, as a result of global macroeconomic trends including the imposition of tariffs and other restrictive trade measures, as well as geopolitical and economic tensions. The net effect of these events will depend on the Company’s ability to successfully mitigate and offset their impact.
The Company is currently taking actions to mitigate the actual and anticipated impact of these events, including strengthening the Company's in region, for region manufacturing strategy, pivoting to local sourcing in its supply chain, accelerating pricing actions and asserting contractual rights through change orders. The Company has historically taken a variety of actions to mitigate trade restrictions, supply chain disruptions and inflation, including through expanding and redistributing its supplier network, supplier financing, accelerated purchasing and productivity improvements. These actions have historically been successful in offsetting some, but not all, of the impact of these trends, and it is uncertain as to whether the actions taken or contemplated to be taken by the Company will be effective in mitigating the impact of current and future trade restrictions and their related impacts. The Company continues to actively monitor and evaluate the development and potential impacts of tariffs and other trade restrictions on its supply chain and results of operations.
37
As a result of the Company’s global presence, a significant portion of its revenues and expenses are denominated in currencies other than the U.S. dollar, which results in non-U.S. currency risks and 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, currency exposure from the translation of non-U.S. dollar functional currency subsidiaries cannot 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
.
Revenue and profits were negatively impacted by movements in foreign exchange rates against the U.S. dollar during the three and six months ended March 31, 2025.
The Company continues to observe trends demonstrating increased interest and demand for its products and services that enable smart, safe, efficient and sustainable buildings, which are 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 EU Energy Efficiency Directive, 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 enable delivery of 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.
Recently, certain of our customers, including governmental and institutional customers, have exhibited increased uncertainty regarding future spending decisions due to various political and economic factors, including budget reductions, reprioritization of spending, interest rate fluctuation and economic uncertainty. This uncertainty has and may in the future impact the Company's ability to predict and forecast the revenue and backlog associated with these customers.
The extent to which the Company’s results of operations and financial condition are impacted by these and other factors in the future will depend on developments that are highly uncertain and cannot be predicted. See the section entitled "Risk Factors" in Johnson Controls' Annual Report on Form 10-K for the year ended September 30, 2024 filed with the United States Securities and Exchange Commission ("SEC") on November 19, 2024. Certain of these risk factors have been updated and supplemented in the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2024 filed on February 5, 2025 and in Part II, Item 1A of this Quarterly Report on Form 10-Q.
Portfolio Simplification Transactions
The Company continues to engage in an ongoing evaluation of its non-core product lines in connection with its objective to be a pure-play provider of comprehensive solutions for commercial buildings. During the fourth quarter of fiscal 2024, the Company entered into a definitive agreement to sell its Residential and Light Commercial ("R&LC") HVAC business to Robert Bosch GmbH (“Bosch”) for approximately $8.1 billion in cash with the Company's portion of the aggregate consideration being approximately $6.7 billion, inclusive of an upfront royalty payment for the licensing of the York tradename. The R&LC HVAC business includes the Company's North America Ducted business and Johnson Controls-Hitachi Air Conditioning Holding (UK) Ltd., the Company’s global residential joint venture with Hitachi Global Life Solutions, Inc. (“Hitachi”), of which the Company owns 60% and Hitachi owns 40%. The R&LC HVAC business, which was previously reported in the Global Products segment, meets the criteria to be classified as a discontinued operation and, as a result, its historical financial results are reflected in the consolidated financial statements as a discontinued operation, and assets and liabilities were reclassified as held for sale for all periods presented. The Company expects that the sale of the R&LC HVAC business will close in the second half of fiscal 2025.
Restructuring and Cost Optimization Initiatives
During the fourth quarter of fiscal 2024, the Company committed to a multi-year restructuring plan to address stranded costs and further right-size its global operations as a result of previously announced portfolio simplification actions. It is expected that one-time restructuring costs, including severance and other employee termination benefits, contract termination costs, and certain other related cash and non-cash charges, of approximately $400 million will be incurred over the course of fiscal 2025, 2026 and 2027, resulting in expected annual cost savings of approximately $500 million upon full completion of the plan. The Company’s ability to execute the most significant aspects of the restructuring plan will be dependent on the timing of the close of the R&LC HVAC business divestiture transaction. Accordingly, the Company is unable to estimate the specific costs to be
38
incurred and savings to be achieved in fiscal 2025; however, depending on the finalization of the carve-out of the R&LC HVAC business, including post-closing separation obligations, the timing of the closing of the transaction and the ability to execute more significant aspects of the planned restructuring actions, the impact of costs on net income could be material in fiscal 2025. Restructuring costs will be incurred across all segments and Corporate functions.
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 Company is completing its analysis of the impacted data and believes based on its assessment to date that certain data, including employee, job applicant, consultant and other third party personally identifiable information and other related data, was impacted by the incident.
The Company will, as determined appropriate, notify impacted individuals and regulatory authorities.
Based on the information reviewed to date, the Company has not observed evidence of any impact to its digital products, services and solutions, including OpenBlue and Metasys.
Net Sales
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | Change | 2025 | 2024 | Change | |||||||||||||||||||||||||||||
| Net sales | $ | 5,676 | $ | 5,597 | 1 | % | $ | 11,102 | $ | 10,806 | 3 | % | |||||||||||||||||||||||
The increase in net sales for the three months ended March 31, 2025 was due to higher organic sales ($381 million), partially offset by the net impact of acquisitions and divestitures ($233 million) and the unfavorable impact of foreign currency translation ($69 million). Excluding the impact of foreign currency translation and business acquisitions and divestitures, net sales increased 7% over the prior year, driven by strong growth in Products and Systems in the Building Solutions North America, Building Solutions Asia Pacific and Global Products segments and growth in Services in all Building Solutions segments.
The increase in net sales for the six months ended March 31, 2025 was due to higher organic sales ($861 million), partially offset by the net impact of acquisitions and divestitures ($463 million) and the unfavorable impact of foreign currency translation ($102 million). Excluding the impact of foreign currency translation and business acquisitions and divestitures, net sales increased 8% over the prior year, driven by strong growth in Products and Systems in the Building Solutions North America, Building Solutions Asia Pacific and Global Products segments and growth in Services in all Building Solutions segments.
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 March 31, | Six Months Ended March 31, | ||||||||||||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | Change | 2025 | 2024 | Change | |||||||||||||||||||||||||||||
| Cost of sales | $ | 3,607 | $ | 3,675 | (2 | %) | $ | 7,107 | $ | 7,106 | — | % | |||||||||||||||||||||||
| Gross profit | 2,069 | 1,922 | 8 | % | 3,995 | 3,700 | 8 | % | |||||||||||||||||||||||||||
| % of sales | 36.5 | % | 34.3 | % | 220 | bp | 36.0 | % | 34.2 | % | 180 | bp | |||||||||||||||||||||||
The increase in gross profit for the three and six months ended March 31, 2025 was primarily due to margin improvements in the Building Solutions segments as a result of converting backlog with increased mix of long-term, higher margin Systems projects and optimized Services mix.
Refer to the "Segment Analysis" below within this Item 2 for a discussion of segment earnings before interest, taxes and amortization ("EBITA").
39
Selling, General and Administrative Expenses
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | Change | 2025 | 2024 | Change | |||||||||||||||||||||||||||||
| SG&A | $ | 1,427 | $ | 2,064 | (31 | %) | $ | 2,826 | $ | 3,398 | (17 | %) | |||||||||||||||||||||||
| % of sales | 25.1 | % | 36.9 | % | (1,180) | bp | 25.5 | % | 31.4 | % | (590) | bp | |||||||||||||||||||||||
For the three months ended March 31, 2025, the decrease in SG&A was primarily due to the favorable impact of the prior year water systems AFFF settlement agreement costs ($750 million), partially offset by higher transformation costs ($46 million) and the impact of net mark-to-market adjustments ($28 million).
For the six months ended March 31, 2025, the decrease in SG&A was primarily due to the favorable impact of the prior year water systems AFFF settlement agreement costs ($750 million), partially offset by higher transformation costs ($79 million) and the impact of net mark-to-market adjustments ($51 million).
Refer to the "Segment Analysis" below within this Item 2 for a discussion of segment EBITA. Refer to Note 18, "Commitments and Contingencies," of the notes to the consolidated financial statements for further disclosure related to the water systems AFFF settlement.
Restructuring and Impairment Costs
| Three Months Ended March 31, | Six Months Ended March 31, | |||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Goodwill and other intangible asset impairments | $ | 22 | $ | 230 | $ | 22 | $ | 230 | ||||||||||||||||||
| Restructuring and related costs | 40 | 9 | 73 | 44 | ||||||||||||||||||||||
| Restructuring and impairment costs | $ | 62 | $ | 239 | $ | 95 | $ | 274 | ||||||||||||||||||
Refer to Note 14, "Restructuring and Related Costs," of the notes to the consolidated financial statements for further disclosure related to the Company's restructuring actions.
Net Financing Charges
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||
| Interest expense, net of capitalized interest costs | $ | 56 | $ | 96 | $ | 123 | $ | 182 | |||||||||||||||||||||
| Other financing charges | 4 | 4 | 10 | 26 | |||||||||||||||||||||||||
| Interest income | (2) | (5) | (5) | (10) | |||||||||||||||||||||||||
| Net foreign exchange results for financing activities | 22 | (6) | 38 | (22) | |||||||||||||||||||||||||
| Net financing charges | $ | 80 | $ | 89 | $ | 166 | $ | 176 | |||||||||||||||||||||
Refer to Note 8, "Debt and Financing Arrangements," of the notes to the consolidated financial statements for further disclosure related to the Company's debt.
40
Income Tax Provision (Benefit)
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||
| Income tax provision (benefit) | $ | 26 | $ | (153) | $ | 73 | $ | (173) | |||||||||||||||||||||
| Effective tax rate | 5.2 | % | 32.5 | % | 8.0 | % | 114.6 | % | |||||||||||||||||||||
Refer to Note 15, "Income Taxes" of the notes to the consolidated financial statements for further disclosure related to the Company's income taxes.
Segment Analysis
Management evaluates the performance of its segments primarily on segment earnings before interest, taxes and amortization ("EBITA"), which represents income from continuing operations before income taxes and noncontrolling interests, excluding corporate expenses, amortization of intangible assets, restructuring and impairment costs, the water systems AFFF settlement costs and insurance recoveries, net mark-to-market gains and losses related to pension and postretirement plans and restricted asbestos investments, and net financing charges.
Net Sales
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | Change | 2025 | 2024 | Change | |||||||||||||||||||||||||||||
| Building Solutions North America | $ | 2,916 | $ | 2,739 | 6 | % | $ | 5,660 | $ | 5,226 | 8 | % | |||||||||||||||||||||||
| Building Solutions EMEA/LA | 1,085 | 1,064 | 2 | % | 2,158 | 2,102 | 3 | % | |||||||||||||||||||||||||||
| Building Solutions Asia Pacific | 542 | 491 | 10 | % | 1,069 | 998 | 7 | % | |||||||||||||||||||||||||||
| Global Products | 1,133 | 1,303 | (13 | %) | 2,215 | 2,480 | (11 | %) | |||||||||||||||||||||||||||
| $ | 5,676 | $ | 5,597 | 1 | % | $ | 11,102 | $ | 10,806 | 3 | % | ||||||||||||||||||||||||
Three Months:
•
The increase in Building Solutions North America was primarily due to organic growth ($187 million), partially offset by the unfavorable impact of foreign currency translation ($10 million). Excluding the impact of foreign currency translation, sales growth was led by continued strength across Applied HVAC and Controls. Products and Systems sales increased 8% and Services increased 5%.
•
The increase in Building Solutions EMEA/LA was primarily due to organic growth ($48 million) and incremental sales related to business acquisitions ($9 million), partially offset by the unfavorable impact of foreign currency translation ($36 million). Excluding the impact of business acquisitions and foreign currency translation, sales growth was primarily led by 9% growth in Services.
•
The increase in Building Solutions Asia Pacific was primarily due to organic growth ($62 million), partially offset by the unfavorable impact of foreign currency translation ($11 million). Excluding the impact of foreign currency translation, sales growth was led by 15% growth in Services and 12% growth in Products and Systems.
•
The decrease in Global Products was primarily due to the impact of business divestitures ($242 million) and the unfavorable impact of foreign currency translation ($12 million), partially offset by organic growth ($84 million). Excluding the impact of business divestitures and foreign currency, sales increased 8%, led by positive price and volume growth. Applied HVAC grew over 20%.
41
Year to Date:
•
The increase in Building Solutions North America was primarily due to organic growth ($447 million), partially offset by the unfavorable impact of foreign currency translation ($13 million). Excluding the impact of foreign currency translation, sales growth was led by growth in Applied HVAC and Controls.
•
The increase in Building Solutions EMEA/LA was primarily due to organic growth ($105 million) and incremental sales related to business acquisitions ($12 million), partially offset by the unfavorable impact of foreign currency translation ($61 million). Excluding the impact of business acquisitions and foreign currency translation, sales growth was primarily led by growth in Services.
•
The increase in Building Solutions Asia Pacific was primarily due to organic growth ($85 million), partially offset by the unfavorable impact of foreign currency translation ($14 million). Excluding the impact of foreign currency translation, sales growth was led by strong growth in Services as well as growth in Products and Systems.
•
The decrease in Global Products was primarily due to the impact of business divestitures ($475 million) and the unfavorable impact of foreign currency translation ($14 million), partially offset by organic growth ($224 million). Excluding the impact of business divestitures and foreign currency, sales growth was led by positive price and volume growth, including strong growth in Applied HVAC.
Segment EBITA
| Three Months Ended March 31, | Six Months Ended March 31, | ||||||||||||||||||||||||||||||||||
| (in millions) | 2025 | 2024 | Change | 2025 | 2024 | Change | |||||||||||||||||||||||||||||
| Building Solutions North America | $ | 390 | $ | 373 | 5 | % | $ | 722 | $ | 658 | 10 | % | |||||||||||||||||||||||
| Building Solutions EMEA/LA | 136 | 89 | 53 | % | 244 | 169 | 44 | % | |||||||||||||||||||||||||||
| Building Solutions Asia Pacific | 79 | 54 | 46 | % | 128 | 100 | 28 | % | |||||||||||||||||||||||||||
| Global Products | 341 | 290 | 18 | % | 667 | 557 | 20 | % | |||||||||||||||||||||||||||
Three Months:
•
The increase in Building Solutions North America was primarily due to higher margin backlog conversion and productivity improvements.
•
The increase in Building Solutions EMEA/LA was primarily driven by productivity improvements and positive mix from the growth in Services.
•
The increase in Building Solutions Asia Pacific was primarily driven by productivity improvements.
•
The increase in Global Products was primarily due to improved operational efficiencies, which more than offset the impact of divestitures.
Year to Date:
•
The increase in Building Solutions North America was primarily due to higher margin backlog conversion and productivity improvements, partially offset by impacts from ongoing growth investments.
•
The increase in Building Solutions EMEA/LA was primarily driven by productivity improvements and positive mix from the growth in Services.
•
The increase in Building Solutions Asia Pacific was primarily driven by productivity improvements.
•
The increase in Global Products was primarily due to increased volumes and improved operational efficiencies, which more than offset the impact of divestitures.
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Backlog and Orders
Backlog and orders are additional metrics that are meant to provide management with a deeper level of insight into the progress of specific strategic and growth initiatives. Backlog is applicable to sales of products and systems and services and totaled
$16.0 billion at March 31, 2025, including both the Building Solutions and Global Products segments. Orders provide management with a signal of customer demand for the Company's products and services, as well as an indication of future revenues and performance. However, the timing and conversion of backlog and orders are subject to numerous uncertainties and risks and are not necessarily indicative of the amount of revenue to be earned in the upcoming fiscal year.
The following table summarizes backlog and orders for the Building Solutions segments:
| Backlog | Orders | ||||||||||||||||||||||
| (in billions) |
March 31,
2025 |
Year-over-Year Change
(1)
|
Three Months Ended March 31, 2025 |
Year-over-Year Change
(1)
|
|||||||||||||||||||
| Building Solutions North America | $ | 9.8 | 11 | % | $ | 3.4 | 4 | % | |||||||||||||||
| Building Solutions EMEA/LA | 2.7 | 10 | % | 1.2 | 10 | % | |||||||||||||||||
| Building Solutions Asia Pacific | 1.5 | 21 | % | 0.6 | — | % | |||||||||||||||||
| Total Building Solutions | $ | 14.0 | 12 | % | $ | 5.2 | 5 | % | |||||||||||||||
(1)
Change is compared to March 31, 2024 (backlog) and the three months ended March 31, 2024 (orders) and excludes the impact of mergers, acquisitions, divestitures and foreign currency.
Remaining performance obligations were $
22.0
billion at March 31, 2025. 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 service contracts with an original expected duration of one year or less and 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.
Liquidity and Capital Resources
Working Capital
| (in millions) | March 31, 2025 | September 30, 2024 | Change | ||||||||||||||
| Current assets | $ | 11,350 | $ | 11,179 | |||||||||||||
| Current liabilities | 11,817 | 11,955 | |||||||||||||||
| Working capital | $ | (467) | $ | (776) | (40) | % | |||||||||||
| Accounts receivable - net | $ | 5,858 | $ | 6,051 | (3) | % | |||||||||||
| Inventories | 1,756 | 1,774 | (1) | % | |||||||||||||
| Accounts payable | 3,254 | 3,389 | (4) | % | |||||||||||||
•
The increase in working capital at March 31, 2025 as compared to September 30, 2024 was primarily due to a decrease in other current liabilities due to a payment related to the AFFF settlement agreement and an increase in current assets held for sale primarily due to seasonal increases in inventory related to the R&LC HVAC business, partially offset by higher short-term debt and the net impact of various other current assets and liabilities.
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Cash Flows From Continuing Operations
| Six Months Ended March 31, | ||||||||||||||
| (in millions) | 2025 | 2024 | ||||||||||||
| Cash provided (used) by operating activities | $ | 799 | $ | (437) | ||||||||||
| Cash used by investing activities | (217) | (196) | ||||||||||||
| Cash provided (used) by financing activities | (474) | 740 | ||||||||||||
•
The increase in cash provided by operating activities reflects higher net income, decreases in accounts receivable and higher cash used for inventory in fiscal 2024, partially offset by the timing of accounts payable and accrued liabilities payments.
•
The increase in cash used by investing activities was due to various investment transactions.
•
The increase in cash used by financing activities was primarily due to changes in net debt activity and higher share repurchases, which were temporarily halted in the first quarter of fiscal 2024.
Capitalization
| (in millions) | March 31, 2025 | September 30, 2024 | ||||||||||||
| Short-term debt | $ | 1,261 | $ | 953 | ||||||||||
| Current portion of long-term debt | 558 | 536 | ||||||||||||
| Long-term debt | 8,167 | 8,004 | ||||||||||||
| Total debt | 9,986 | 9,493 | ||||||||||||
| Less: Cash and cash equivalents | 795 | 606 | ||||||||||||
| Net debt | $ | 9,191 | $ | 8,887 | ||||||||||
|
Shareholders’ equity attributable to Johnson Controls
ordinary shareholders ("Equity")
|
$ | 15,805 | $ | 16,098 | ||||||||||
| Total capitalization (Total debt plus Equity) | 25,791 | 25,591 | ||||||||||||
| Net capitalization (Net debt plus Equity) | 24,996 | 24,985 | ||||||||||||
| Total debt as a % of Total capitalization | 38.7 | % | 37.1 | % | ||||||||||
| Net debt as a % of Net capitalization | 36.8 | % | 35.6 | % | ||||||||||
•
Net debt and net debt as a percentage of net capitalization are non-GAAP financial measures. The Company believes the percentage of net debt to 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.
•
As of March 31, 2025, approximately $1.1 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 $0.37 per common share in the quarter ended March 31, 2025 and intends to continue paying dividends throughout fiscal 2025.
•
The Company expects to receive net cash proceeds related to the sale of its R&LC HVAC business of approximately $5.0 billion after tax and transaction-related expenses when the transaction closes, likely in the second half of fiscal 2025. Consistent with its capital allocation policy, the Company expects to use a portion of the proceeds to pay down debt to the extent required to retain its investment grade rating, with the remaining proceeds expected to be returned to shareholders through share repurchases.
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•
The Company believes its capital resources and liquidity position, including cash and cash equivalents of $0.8 billion at March 31, 2025, are adequate to fund operations and meet its cash obligations for the foreseeable future.
–
The Company manages its short-term debt position in the U.S. and euro commercial paper and bank loan markets. Commercial paper outstanding totaled $673 million as of March 31, 2025 and $350 million as of September 30, 2024.
–
The Company maintains a shelf registration statement with the SEC under which it may issue additional debt securities, ordinary shares, preferred shares, depository shares, warrants, purchase contracts and units that may be offered in one or more offerings on terms to be determined at the time of the offering. The Company anticipates that the proceeds of any offering would be used for general corporate purposes, including repayment of indebtedness, acquisitions, additions to working capital, repurchases of ordinary shares, dividends, capital expenditures and investments in the Company's subsidiaries.
–
The Company also has the ability to draw on its $2.5 billion revolving credit facility which is scheduled to expire in December 2028 or its $0.5 billion revolving credit facility which is scheduled to expire in December 2025. There were no draws on the revolving credit facilities as of March 31, 2025 and September 30, 2024.
•
The Company's ability to access the global capital markets and the related cost of financing is dependent upon, among other factors, the Company's credit ratings. As of March 31, 2025, 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 require a minimum consolidated shareholders’ equity attributable to Johnson Controls of at least $3.5 billion at all times. The revolving credit facility also limits the amount of debt secured by liens that may be incurred to a maximum aggregated amount of 10% of consolidated shareholders’ equity attributable to Johnson Controls for liens and pledges. For purposes of calculating these covenants, consolidated shareholders’ equity attributable to Johnson Controls is calculated without giving effect to (i) the application of Accounting Standards Codification ("ASC") 715-60, "Defined Benefit Plans - Other Postretirement," or (ii) the cumulative foreign currency translation adjustment. As of March 31, 2025, 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 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 2024, the Company recorded income tax expense related to a change in the Company's assertion over the outside basis differences of the Company’s investment in certain consolidated subsidiaries as a result of the planned divestiture of its R&LC HVAC business. The Company currently does not intend nor foresee a need to repatriate undistributed earnings included in the outside basis differences other than in tax efficient manners. The Company's intent is to reduce basis differences only when it would be tax efficient. The Company expects existing U.S. cash and liquidity to continue to be sufficient to fund the Company’s U.S. operating activities and cash commitments for investing and financing activities for at least the next twelve months and thereafter for the foreseeable future. In the U.S., should the Company require more capital than is generated by its operations, the Company could elect to raise capital in the U.S. through debt or equity issuances. The Company has borrowed funds in the U.S. and continues to have the ability to borrow funds in the U.S. at reasonable interest rates. In addition, the Company expects existing non-U.S. cash, cash equivalents, short-term investments and cash flows from operations to continue to be sufficient to fund the Company’s non-U.S. operating activities and cash commitments for investing activities, such as material capital expenditures, for at least the next twelve
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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 8, "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 following unsecured, unsubordinated senior notes (collectively, ("the Notes) which were issued by Johnson Controls International plc ("Parent Company") and Tyco Fire & Security Finance S.C.A. (“TFSCA”):
•
€500 million aggregate principal amount of 0.375% Senior Notes due 2027
•
€600 million aggregate principal amount of 3.000% Senior Notes due 2028
•
$700 million aggregate principal amount of 5.500% Senior Notes due 2029
•
$625 million aggregate principal amount of 1.750% Senior Notes due 2030
•
$500 million aggregate principal amount of 2.000% Sustainability-Linked Senior Notes due 2031
•
€500 million aggregate principal amount of 1.000% Senior Notes due 2032
•
$650 million aggregate principal amount of 4.900% Senior Notes due 2032
•
€500 million aggregate principal amount of 3.125% Senior Notes due 2033
•
€800 million aggregate principal amount of 4.250% Senior Notes due 2035
TFSCA is a corporate partnership limited by shares (
société en commandite par actions
) incorporated and organized under the laws of the Grand Duchy of Luxembourg (“Luxembourg”) and is a wholly-owned consolidated subsidiary of the Company that is 99.924% owned directly by the Parent Company and 0.076% owned by TFSCA’s sole general partner and manager, Tyco Fire & Security S.à r.l., which is itself wholly-owned by the Company. The Parent Company is incorporated and organized under the laws of Ireland. TFSCA is incorporated and organized under the laws of Luxembourg. The bankruptcy, insolvency, administrative, debtor relief and other laws of Luxembourg or Ireland, as applicable, may be materially different from, or in conflict with, those of the United States, including in the areas of rights of creditors, priority of governmental and other creditors, ability to obtain post-petition interest and duration of the proceeding. The application of these laws, or any conflict among them, could adversely affect noteholders’ ability to enforce their rights under the Notes in those jurisdictions or limit any amounts that they may receive.
The following table presents the net loss attributable to the Parent Company and TFSCA (collectively, the "Obligor Group") and the net income (loss) attributable to intercompany transactions between the Obligor Group and subsidiaries of the Parent Company other than TFSCA (collectively, the "Non-Obligor Subsidiaries") which are excluded from the Net loss attributable to the Obligor Group (in millions):
| Six Months Ended March 31, 2025 |
Year Ended
September 30, 2024 |
||||||||||||||||
| Net loss attributable to the Obligor Group | $ | (374) | $ | (609) | |||||||||||||
| Net income (loss) attributable to intercompany transactions | (27) | 511 | |||||||||||||||
The Obligor Group does not have sales, gross profit or amounts attributable to noncontrolling interests.
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The following table presents summarized balance sheet information of the Obligor Group and intercompany balances between the Obligor Group and the Non-Obligor Subsidiaries which are excluded from the Obligor Group amounts (in millions):
| Obligor Group | Intercompany Balances | |||||||||||||||||||||||||
| March 31, 2025 | September 30, 2024 | March 31, 2025 | September 30, 2024 | |||||||||||||||||||||||
| Current assets | $ | 66 | $ | 1,339 | $ | 693 | $ | 823 | ||||||||||||||||||
| Noncurrent assets | 243 | 243 | 9,362 | 7,522 | ||||||||||||||||||||||
| Current liabilities | 8,379 | 6,726 | 3,298 | 2,789 | ||||||||||||||||||||||
| Noncurrent liabilities | 8,031 | 7,836 | 8,306 | 9,028 | ||||||||||||||||||||||
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, 2024 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, 2024. 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 March 31, 2025, the Company had not experienced any adverse changes in market risk exposures that materially affected the quantitative and qualitative disclosures presented in its Annual Report on Form 10-K for the year ended September 30, 2024.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of March 31, 2025.
Based on such evaluations, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2025, the Company’s disclosure controls and procedures were effective 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 periods specified in the SEC’s rules and forms, and to ensure that 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 and principal financial officers, as appropriate, to allow timely decisions regarding disclosure.
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 March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Gumm v. Molinaroli, et al.
In May 2024, stockholders of Johnson Controls, Inc., filed a putative class action Complaint against Johnson Controls, Inc., certain former officers and directors of Johnson Controls, Inc., and two related entities (Jagara Merger Sub LLC and Johnson Controls International plc) in Wisconsin state court relating to the 2016 merger of Johnson Controls and Tyco (Gumm et al. v. Molinaroli et al., Case No. 30106, filed May 23, 2024 in the Circuit Court for Milwaukee County, Wisconsin). The filing of the state court Complaint follows the dismissal of a related lawsuit originally filed in federal court in 2016, which dismissal was affirmed on appeal in November 2023. On March 28, 2025, the Court dismissed the complaint in its entirety. The Court has not yet responded to Defendants’ subsequent request for clarification on whether Plaintiffs are permitted to amend their complaint.
Refer to Note 18, "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
Except as set forth herein and in Part II, Item 1A, of the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, 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, 2024.
Changes in U.S. or foreign trade policies and other factors beyond our control may adversely impact our business and operating results.
Geopolitical tensions and trade disputes can disrupt supply chains and increase the cost of our products. This could cause our products to be more expensive for customers, which could reduce the demand for, or attractiveness of, such products. In addition, a geopolitical conflict in a region where we operate could disrupt our ability to conduct business operations in that region. Countries also could adopt restrictive trade measures, such as tariffs, laws and regulations concerning investments and limitations on foreign ownership of businesses, taxation, foreign exchange controls, capital controls, employment regulations and the repatriation of earnings and controls on imports or exports of goods, technology, or data, any of which could adversely affect our operations and supply chain and limit our ability to offer our products and services as intended. Changes in laws or policies governing the terms of foreign trade, and in particular increased trade restrictions, tariffs or taxes on imports from countries where we manufacture products or from where we import products or raw materials (either directly or through our suppliers) could have an impact on our competitive position, business operations and financial results. For example, the U.S., China and other countries continue to implement restrictive trade actions, including tariffs, export controls, sanctions, legislation favoring domestic investment and other actions impacting the import and export of goods, foreign investment and foreign operations in jurisdictions in which we operate.
Recently, the United States has announced tariffs and reciprocal tariffs on a wide range of products manufactured or produced worldwide, including Canada, China, the European Union, Japan and Mexico, among others. Several countries have similarly announced reciprocal or other tariffs impacting products manufactured or produced in the United States. The United States has and may in the future pause, reimpose or increase tariffs, and countries subject to such tariffs have and in the future may impose reciprocal tariffs or other restrictive trade measures in response to the imposition of tariffs by the United States. We are actively monitoring and evaluating the development and potential impacts of tariffs on our supply chain and results of operations. We maintain operations worldwide, including the jurisdictions impacted by the recently announced and contemplated tariffs. If the actual and potential tariffs and reciprocal tariffs are implemented as currently proposed, we expect that such actions could negatively impact our revenue growth and margins in future periods through increased costs, decreased demand and other adverse economic impacts. We could also experience increased material cost inflation and component shortages, as well as disruptions and delays in our supply chain. The net effect of these actions will depend on our ability to successfully mitigate and offset their impact, which may not be effective.
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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. Political uncertainty surrounding trade or other international disputes also could have a negative impact on customer confidence and willingness to invest capital, which could impair our future growth. Any of these events could increase the cost of our products, create disruptions to our supply chain and impair our ability to effectively operate and compete in the countries where we do business.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
As of March 31, 2025, approximately $1.1 billion remains available under the share repurchase program which was authorized by the Company's Board of Directors in March 2021. The share repurchase authorization does not have an expiration date and may be amended or terminated by the Board of Directors at any time without prior notice. During the three and six months ended March 31, 2025, the Company repurchased and immediately retired $330 million and $660 million, respectively, of its ordinary shares in open market transactions.
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 March 31, 2025.
| 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 | |||||||||||||||||||
| 01/01/25 - 01/31/25 | 1,858,642 | $ | 79.12 | 1,858,642 | $ | 1,266,744,735 | |||||||||||||||||
| 02/01/25 - 02/28/25 | 629,321 | 82.97 | 629,321 | 1,214,530,778 | |||||||||||||||||||
| 03/01/25 - 3/31/25 | 1,632,499 | 80.08 | 1,632,499 | 1,083,792,960 | |||||||||||||||||||
ITEM 5. OTHER INFORMATION
Director and
Officer Rule 10b5-1 Plans
During the three months ended March 31, 2025, 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).
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ITEM 6. EXHIBITS
INDEX TO EXHIBITS
| Exhibit No. | Description | ||||
| 10.1 | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 101 |
The following materials from Johnson Controls International plc's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, 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) | ||||
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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: May 7, 2025 | By: | /s/ Marc Vandiepenbeeck | |||||||||
| Marc Vandiepenbeeck | |||||||||||
|
Executive Vice President and
Chief Financial Officer |
|||||||||||
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TABLE OF CONTENTS
Part I. Financial InformationprintItem 1. Financial StatementsprintItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsprintItem 3. Quantitative and Qualitative Disclosures About Market RiskprintItem 4. Controls and ProceduresprintPart II. Other InformationprintItem 1. Legal ProceedingsprintItem 1A. Risk FactorsprintItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsprintItem 5. Other InformationprintItem 6. Exhibitsprint