What changed in this filing

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Item 1. Financial Statements

2025-08-06 compared with 2025-05-07 · 218 added, 234 removed, 827 unchanged (35% of the section changed)

4 unchanged sentences

Three Months Ended

March 31, Six Months Ended

Nine Months Ended

2025 2024 2025 2024

11 unchanged sentences

Equity income (loss) 4 ( 16 ) 5 ( 19 )

Income (loss) from continuing operations before income taxes 501 ( 471 ) 909 ( 151 )

Income tax provision (benefit) 26 ( 153 ) 73 ( 173 )

Income (loss) from continuing operations 475 ( 318 ) 836 22

Income from continuing operations before income taxes 705 1,025 1,614 874

Income tax provision 87 174 160 1

Income from continuing operations 618 851 1,454 873

Income from discontinued operations, net of tax 160 201 301 349

Net income (loss) 526 ( 234 ) 977 170

Net income 778 1,052 1,755 1,222

Income (loss) attributable to noncontrolling interests

1 unchanged sentence

Discontinued operations 77 78 157 148

Net income (loss) attributable to Johnson Controls $ 478 $ ( 277 ) $ 897 $ 97

Income (loss) attributable to Johnson Controls

Net income attributable to Johnson Controls $ 701 $ 975 $ 1,598 $ 1,072

Income attributable to Johnson Controls

Continuing operations $ 618 $ 852 $ 1,454 $ 871

1 unchanged sentence

Total $ 701 $ 975 $ 1,598 $ 1,072

Basic earnings (loss) per share attributable to Johnson Controls

Basic earnings per share attributable to Johnson Controls

Continuing operations $ 0.94 $ 1.27 $ 2.21 $ 1.28

1 unchanged sentence

Total $ 1.07 $ 1.45 $ 2.43 $ 1.58

Diluted earnings (loss) per share attributable to Johnson Controls

Diluted earnings per share attributable to Johnson Controls

Continuing operations $ 0.94 $ 1.27 $ 2.20 $ 1.28

6 unchanged sentences

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

Net income (loss) $ 526 $ ( 234 ) $ 977 $ 170

Net income $ 778 $ 1,052 $ 1,755 $ 1,222

Other comprehensive income (loss), net of tax:

2 unchanged sentences

Pension and postretirement plans — ( 1 ) ( 2 ) ( 3 )

Other comprehensive income (loss) ( 72 ) ( 69 ) ( 207 ) ( 50 )

Total comprehensive income (loss) 454 ( 303 ) 770 120

Other comprehensive loss ( 133 ) ( 64 ) ( 340 ) ( 114 )

Total comprehensive income 645 988 1,415 1,108

Comprehensive income attributable to noncontrolling interests:

2 unchanged sentences

Foreign currency translation adjustments 20 ( 16 ) ( 28 ) ( 18 )

Realized and unrealized gains (losses) on derivatives ( 1 ) 4 5 —

Realized and unrealized gains on derivatives — — 5 —

Other comprehensive income (loss) 20 ( 16 ) ( 23 ) ( 18 )

Comprehensive income attributable to noncontrolling interests 97 61 134 132

Comprehensive income (loss) attributable to Johnson Controls $ 394 $ ( 347 ) $ 733 $ 49

Comprehensive income attributable to Johnson Controls $ 548 $ 927 $ 1,281 $ 976

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

2 unchanged sentences

(in millions, except par value;

March 31, 2025 September 30, 2024

June 30, 2025 September 30, 2024

Cash and cash equivalents $ 731 $ 606

41 unchanged sentences

(in millions;

Six Months Ended March 31,

Nine Months Ended June 30,

Operating Activities of Continuing Operations

2 unchanged sentences

Income from continuing operations 1,454 873

Adjustments to reconcile net income to cash provided (used) by operating activities:

Adjustments to reconcile net income to cash provided by operating activities:

Depreciation and amortization 585 624

11 unchanged sentences

Accrued income taxes ( 12 ) 1

Cash provided (used) by operating activities from continuing operations 799 ( 437 )

Cash provided by operating activities from continuing operations 1,586 216

Investing Activities of Continuing Operations

11 unchanged sentences

Other - net ( 40 ) ( 114 )

Cash provided (used) by financing activities from continuing operations ( 474 ) 740

Cash used by financing activities from continuing operations ( 1,111 ) ( 190 )

Discontinued Operations

Cash provided (used) by operating activities 47 ( 12 )

Cash provided by operating activities 255 356

Cash used by investing activities ( 52 ) ( 24 )

Cash used by financing activities ( 174 ) ( 132 )

Cash used by discontinued operations ( 45 ) ( 90 )

Cash provided by discontinued operations 29 200

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 216 ) 29

Change in cash, cash equivalents and restricted cash held for sale 3 2

Increase in cash, cash equivalents and restricted cash 51 37

Decrease in cash, cash equivalents and restricted cash ( 11 ) ( 29 )

Cash, cash equivalents and restricted cash at beginning of period 767 917

7 unchanged sentences

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

13 unchanged sentences

Beginning balance 599 507 848 1,384

Net income (loss) attributable to Johnson Controls 478 ( 277 ) 897 97

Net income attributable to Johnson Controls 701 975 1,598 1,072

Cash dividends declared ( 244 ) ( 249 ) ( 730 ) ( 749 )

17 unchanged sentences

Notes to Consolidated Financial Statements

March 31, 2025

June 30, 2025

BASIS OF PRESENTATION

4 unchanged sentences

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.

The results of operations for the three and nine month periods ended June 30, 2025 are not necessarily indicative of results for the Company’s 2025 fiscal year because of seasonal and other factors.

On April 1, 2025, the Company 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).

Historical information has been recast to present the comparative periods on a consistent basis.

Refer to Note 16, "Segment Information," of the notes to the consolidated financial statements for further disclosure.

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’s products 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 is a global leader in engineering, manufacturing, commissioning and retrofitting building products and systems, including 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.

As discussed in more detail in Note 3, "Assets and Liabilities Held for Sale and Discontinued Operations", of the notes to the consolidated financial statements, the Company 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.

The R&LC HVAC business, which was previously reported in the Global Products segment prior to the Company's resegmentation, 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.

2 unchanged sentences

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.

Johnson Controls International plc

Notes to Consolidated Financial Statements

March 31, 2025

June 30, 2025

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.

9 unchanged sentences

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.

Accounts payable included in the SCF programs were $ 844 million and $ 703 million as of June 30, 2025 and September 30, 2024, respectively.

Recently Issued Accounting Pronouncements

12 unchanged sentences

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.

Johnson Controls International plc

Notes to Consolidated Financial Statements

March 31, 2025

June 30, 2025

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.

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.

The transaction closed on July 31, 2025 with net cash proceeds of approximately $ 5.0 billion after tax and transaction-related expenses.

The R&LC HVAC business, which was previously reported in the Global Products segment prior to the Company's resegmentation, 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.

Accordingly, the assets and liabilities of the business were reclassified in the consolidated balance sheets at June 30, 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,

Three Months Ended June 30, Nine Months Ended June 30,

2025 2024 2025 2024

13 unchanged sentences

Notes to Consolidated Financial Statements

March 31, 2025

June 30, 2025

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

June 30, 2025 September 30, 2024

Accounts receivable - net 751 592

18 unchanged sentences

Total liabilities classified as held for sale $ 2,037 $ 1,836

During the third quarter of fiscal 2025, the Company signed a definitive agreement to sell its ADT Mexico residential security business.

The transaction is expected to close in the first quarter of fiscal 2026.

The ADT Mexico business, which is reported in the EMEA segment, does not meet the criteria to be classified as discontinued operations as it does not represent a strategic shift in the Company's operations nor result in the exit of substantially all of its residential security businesses.

The Company determined that the assets and liabilities of the ADT Mexico business met the held for sale criteria during the third quarter of 2025.

Accordingly, $ 122 million of assets and $ 23 million of liabilities associated with the ADT Mexico business were reclassified to held for sale in the consolidated balance sheet at June 30, 2025.

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.

As of June 30, 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.

Johnson Controls International plc

Notes to Consolidated Financial Statements

March 31, 2025

June 30, 2025

REVENUE RECOGNITION

1 unchanged sentence

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,

Three Months Ended June 30,

Products & Systems Services Total Products & Systems Services Total

Building Solutions North America $ 1,829 $ 1,087 $ 2,916 $ 1,700 $ 1,039 $ 2,739

Building Solutions EMEA/LA 566 519 1,085 572 492 1,064

Building Solutions Asia Pacific 337 205 542 308 183 491

Global Products 1,133 — 1,133 1,303 — 1,303

$ 2,847 $ 1,195 $ 4,042 $ 2,887 $ 1,148 $ 4,035

756 517 1,273 710 467 1,177

519 218 737 492 194 686

Total $ 4,122 $ 1,930 $ 6,052 $ 4,089 $ 1,809 $ 5,898

Six Months Ended March 31,

Nine Months Ended June 30,

Products & Systems Services Total Products & Systems Services Total

Building Solutions North America $ 3,524 $ 2,136 $ 5,660 $ 3,218 $ 2,008 $ 5,226

Building Solutions EMEA/LA 1,140 1,018 2,158 1,144 958 2,102

Building Solutions Asia Pacific 671 398 1,069 645 353 998

Global Products 2,215 — 2,215 2,480 — 2,480

Total $ 7,550 $ 3,552 $ 11,102 $ 7,487 $ 3,319 $ 10,806

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

Three Months Ended

March 31, Six Months Ended

$ 8,094 $ 3,412 $ 11,506 $ 8,114 $ 3,227 $ 11,341

HVAC $ 468 $ 581 $ 936 $ 1,114

Fire & Security 573 607 1,095 1,154

Industrial Refrigeration 92 115 184 212

2,177 1,454 3,631 2,086 1,354 3,440

1,401 616 2,017 1,376 547 1,923

Total $ 11,672 $ 5,482 $ 17,154 $ 11,576 $ 5,128 $ 16,704

3 unchanged sentences

Contract balances are classified as assets or liabilities on a contract-by-contract basis at the end of each reporting period.

Johnson Controls International plc

Notes to Consolidated Financial Statements

March 31, 2025

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

Location of contract balances June 30, 2025 September 30, 2024

Contract assets - current Accounts receivable - net $ 2,119 $ 1,931

2 unchanged sentences

Contract liabilities - noncurrent Other noncurrent liabilities 269 252

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.

For the three months ended June 30, 2025 and 2024, the Company recognized revenue of $ 279 million and $ 267 million, respectively, that was included in the contract liability balance at the end of the prior fiscal year.

For the nine months ended June 30, 2025 and 2024, the Company recognized revenue of $ 1,550 million and $ 1,475 million, respectively, that was included in the contract liability balance at the end of the prior fiscal year.

Johnson Controls International plc

Notes to Consolidated Financial Statements

June 30, 2025

Performance Obligations

1 unchanged sentence

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 .

As of June 30, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $ 22.4 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.

6 unchanged sentences

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

June 30, 2025 September 30, 2024

Other current assets $ 306 $ 265

1 unchanged sentence

Total $ 563 $ 556

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.

Johnson Controls International plc

Notes to Consolidated Financial Statements

March 31, 2025

During the three months ended June 30, 2025 and 2024, the C ompany recognized expense of $ 104 million and $ 84 million, respectively, related to costs to obtain or fulfill a contract.

During the nine months ended June 30, 2025 and 2024, the C om pany recognized expense of $ 279 million and $ 218 million, respectively, related to costs to obtain or fulfill a contract.

Inventories consisted of the following (in millions):

March 31, 2025 September 30, 2024

June 30, 2025 September 30, 2024

Raw materials and supplies $ 746 $ 765

2 unchanged sentences

Inventories $ 1,829 $ 1,774

Johnson Controls International plc

Notes to Consolidated Financial Statements

June 30, 2025

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

Nine Months Ended June 30, 2025

Americas EMEA APAC Total

Goodwill $ 14,118 $ 2,409 $ 1,393 17,920

2 unchanged sentences

Foreign currency translation and other (1)

( 3 ) 23 ( 36 ) ( 16 )

Balance at end of period $ 13,197 $ 2,155 $ 1,357 $ 16,709

(1) Includes measurement period adjustments and the allocation of $ 56 million of goodwill from EMEA to the ADT Mexico residential security business disposal group classified as held for sale.

Refer to Note 3, "Assets and Liabilities Held for Sale and Discontinued Operations" of the notes to the consolidated financial statements for further information.

At April 1, 2025, the Company reallocated goodwill of reporting units impacted by the change in reportable segments described in Note 16, "Segment Information," of the notes to the consolidated financial statements and assessed goodwill for impairment.

The Company determined that the estimated fair value of each reporting unit exceeded its corresponding carrying amount including recorded goodwill, and as such, no impairment existed at April 1, 2025.

During the third quarter of fiscal 2025, the Company signed a definitive agreement to sell its ADT Mexico residential security business, resulting in a triggering event for the impacted reporting unit.

The Company performed a quantitative goodwill impairment test of the reporting unit with $ 174 million of remaining goodwill, and its fair value was slightly in excess of its carrying value.

However, for this reporting unit, a 50 basis point increase in the discount rate, or a 100 basis point decrease in the revenue growth rates, would cause the fair value to be less than the carrying value.

While no impairment was recorded, it is possible that future changes in circumstances could result in a non-cash impairment charge.

The Company used a discounted cash flow model to estimate the fair value of the reporting unit.

The primary assumptions used in the model were management's internal projections of future cash flows, the weighted-average cost of capital and the long-term growth rate, which are classified as Level 3 inputs within the fair value hierarchy as defined in ASC 820, "Fair Value Measurement." This reporting unit was previously disclosed as being at risk of impairment in the Company’s Annual Report on Form 10-K for the year-ended September 30, 2024.

Other intangible assets, primarily from business acquisitions, consisted of (in millions):

March 31, 2025 September 30, 2024

June 30, 2025 September 30, 2024

Amount Accumulated

10 unchanged sentences

Total intangible assets $ 7,122 $ ( 3,266 ) $ 3,856 $ 7,082 $ ( 2,952 ) $ 4,130

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.

Amortization of other intangible assets included within continuing operations for the three months ended June 30, 2025 and 2024 was $ 110 million and $ 116 million, respectively.

Amortization of other intangible assets included within continuing operations for the nine months ended June 30, 2025 and 2024 was $ 342 million and $ 357 million, respectively.

Johnson Controls International plc

Notes to Consolidated Financial Statements

March 31, 2025

June 30, 2025

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

Location of lease balances March 31, 2025 September 30, 2024

Location of lease balances June 30, 2025 September 30, 2024

Operating lease right-of-use assets Other noncurrent assets

3 unchanged sentences

The following table presents supplemental noncash operating lease activity (in millions):

Six Months Ended

Nine Months Ended June 30,

Right-of-use assets obtained in exchange for operating lease liabilities $ 421 $ 232

1 unchanged sentence

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

March 31, September 30,

June 30, 2025 September 30, 2024

Commercial paper $ 650 $ 350

Term loans 627 603

Bank borrowings 1 —

$ 1,277 $ 953

Weighted average interest rate on short-term debt outstanding 4.0 % 4.8 %

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.

As of June 30, 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 June 30, 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.

6 unchanged sentences

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

The Company selectively hedges anticipated transactions that are subject to foreign exchange rate risk primarily using foreign currency exchange forward contracts.

The Company hedges 70 % to 90 % of the notional amount of each of its known foreign exchange transactional exposures.

Johnson Controls International plc

Notes to Consolidated Financial Statements

March 31, 2025

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.

June 30, 2025

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.

2 unchanged sentences

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

Commodity June 30, 2025 September 30, 2024

Copper 2,313 2,676

3 unchanged sentences

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.

The Company may enter into cross-currency interest rate swaps and foreign currency denominated debt obligations to selectively hedge portions of its net investment in non-U.S.

subsidiaries.

1 unchanged sentence

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

March 31, September 30,

June 30, September 30,

Euro-denominated bonds designated as net investment hedges in Europe € 2.9 € 2.9

5 unchanged sentences

Notes to Consolidated Financial Statements

March 31, 2025

June 30, 2025

Fair Value of Derivative Instruments

4 unchanged sentences

as Hedging Instruments

March 31, September 30, March 31, September 30,

June 30, September 30, June 30, September 30,

2025 2024 2025 2024

22 unchanged sentences

Fair Value of Assets Fair Value of Liabilities

March 31, September 30, March 31, September 30,

June 30, September 30, June 30, September 30,

2025 2024 2025 2024

4 unchanged sentences

Notes to Consolidated Financial Statements

March 31, 2025

June 30, 2025

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

1 unchanged sentence

Derivatives in Cash Flow

Hedging Relationships Three Months Ended March 31, Six Months Ended March 31,

Hedging Relationships Three Months Ended June 30, Nine Months Ended June 30,

2025 2024 2025 2024

4 unchanged sentences

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

Derivatives in Cash Flow Hedging Relationships Location of Gain (Loss) Reclassified from AOCI into Income Three Months Ended June 30, Nine Months Ended June 30,

2025 2024 2025 2024

4 unchanged sentences

Derivatives Not Designated as Hedging Instruments Location of Gain (Loss)

Recognized in Income on Derivative Three Months Ended

March 31, Six Months Ended

Recognized in Income on Derivative Three Months Ended June 30, Nine Months Ended June 30,

2025 2024 2025 2024

3 unchanged sentences

Total $ 72 $ 18 $ ( 22 ) $ 31

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

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

Three Months Ended June 30, Nine Months Ended June 30,

2025 2024 2025 2024

Net investment hedges $ ( 269 ) $ 44 $ ( 162 ) $ ( 3 )

No gains or losses were reclassified from CTA into income during the three and six months ended March 31, 2025 and 2024.

No gains or losses were reclassified from CTA into income during the three and nine months ended June 30, 2025 and 2024.

FAIR VALUE MEASUREMENTS

4 unchanged sentences

Notes to Consolidated Financial Statements

March 31, 2025

June 30, 2025

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;

5 unchanged sentences

Fair Value Measurements Using:

March 31, 2025 Quoted Prices

June 30, 2025 Quoted Prices

(Level 1) Significant

10 unchanged sentences

Foreign currency exchange derivatives $ 18 $ — $ 18 $ —

Commodity derivatives 1 — 1 —

Contingent earn-out liabilities 25 — — 25

4 unchanged sentences

Notes to Consolidated Financial Statements

March 31, 2025

June 30, 2025

Fair Value Measurements Using:

35 unchanged sentences

Notes to Consolidated Financial Statements

March 31, 2025

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,

June 30, 2025

The following table presents the portion of unrealized gains recognized in the consolidated statements of income that relate to equity securities still held at June 30, 2025 and 2024 (in millions):

Three Months Ended June 30, Nine Months Ended June 30,

2025 2024 2025 2024

2 unchanged sentences

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,

The fair value of long-term debt at June 30, 2025 and September 30, 2024 was as follows (in billions):

June 30, September 30,

Public debt $ 8.3 $ 8.1

6 unchanged sentences

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

Income (Loss) Available to Ordinary Shareholders

Income (loss) from continuing operations $ 473 $ ( 321 ) $ 836 $ 19

Income Available to Ordinary Shareholders

Income from continuing operations $ 618 $ 852 $ 1,454 $ 871

Income from discontinued operations 83 123 144 201

Basic and diluted income (loss) available to shareholders $ 478 $ ( 277 ) $ 897 $ 97

Basic and diluted income available to shareholders $ 701 $ 975 $ 1,598 $ 1,072

Weighted Average Shares Outstanding

6 unchanged sentences

Stock options and unvested restricted stock 0.1 0.1 0.1 0.4

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.

Johnson Controls International plc

Notes to Consolidated Financial Statements

March 31, 2025

June 30, 2025

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following schedules present changes in AOCI attributable to Johnson Controls (in millions):

The following table includes changes in AOCI attributable to Johnson Controls (in millions):

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

23 unchanged sentences

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

4 unchanged sentences

Notes to Consolidated Financial Statements

March 31, 2025

June 30, 2025

Pension Plans

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

5 unchanged sentences

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

11 unchanged sentences

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 $ 4 $ 10

Building Solutions EMEA/LA 7 18

Building Solutions Asia Pacific 2 4

Global Products 4 13

Three Months Ended June 30, 2025 Nine Months Ended June 30, 2025

Americas $ 13 $ 33

Corporate 13 41

2 unchanged sentences

Notes to Consolidated Financial Statements

March 31, 2025

June 30, 2025

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):

2 unchanged sentences

Utilized—cash ( 44 ) ( 27 ) ( 13 ) ( 84 )

Utilized—noncash — ( 11 ) — ( 11 )

Other — — 3 3

Balance at March 31, 2025

Balance at June 30, 2025

$ 30 $ — $ 11 $ 41

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 $ 58 $ 17 $ 75

Utilized—cash ( 40 ) — ( 40 )

Balance at March 31, 2025 $ 18 $ 18 $ 36

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.

1 unchanged sentence

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,

Johnson Controls International plc

Notes to Consolidated Financial Statements

March 31, 2025

partially offset by the tax impact of the water systems AFFF settlement costs, Swiss tax reform, and the benefits of continuing global tax planning.

For the three months ended June 30, 2025, the Company's effective tax rate for continuing operations was 12.3 % and was lower than the statutory tax rate of 12.5 % primarily due to the benefits of continuing global tax planning, partially offset by tax rate differentials.

For the nine months ended June 30, 2025, the Company's effective tax rate for continuing operations was 9.9 % 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 June 30, 2024, the Company's effective tax rate for continuing operations was 17.0 % and was higher than the statutory tax rate of 12.5 % primarily due to the tax impact of the water systems Aqueous Film Forming Foam ("AFFF") insurance proceeds and tax rate differentials, partially offset by the benefits of continuing global tax planning.

For the nine months ended June 30, 2024, the Company's effective tax rate for continuing operations was 0.1 % and was lower than the statutory tax rate of 12.5 % primarily due to the net tax impact of the water systems AFFF settlement costs and insurance proceeds, Swiss tax reform, and the benefits of continuing global tax planning, partially offset by 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.

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.

2 unchanged sentences

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.

Interest accrued during the nine months ended June 30, 2025 and 2024 was approximately $ 64 million and $ 90 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.

Johnson Controls International plc

Notes to Consolidated Financial Statements

June 30, 2025

During the nine months ended June 30, 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.

10 unchanged sentences

Impacts of Tax Legislation

On July 4, 2025, the One Big Beautiful Bill Act (“OBBB”) was signed into law by the president of the United States.

It includes a broad range of tax reform provisions affecting businesses, including extending and modifying certain key Tax Cuts & Jobs Act provisions (both U.S.

and non-U.S.), and expanding certain Inflation Reduction Act incentives while accelerating the phase-out of others.

The Company does not expect the OBBB to have a material impact on tax expense.

On December 18, 2023, the president of Ireland signed into law the Finance (No.

1 unchanged sentence

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.

The impact in the current fiscal year will not 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:

2 unchanged sentences

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.

As a result, in the nine months ended June 30, 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.

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;

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).

The Company conducts its business through three operating segments, all of which are reportable segments:

• Americas, which designs, manufactures, sells, installs and services HVAC, controls, building management, refrigeration, integrated electronic security systems, integrated fire detection and suppression systems, and digital (software) solutions for commercial, industrial, data center, institutional and governmental customers in the Americas (United States, Canada, and Latin America – Central and South America).

Americas also provides energy efficiency solutions and technical services, including inspection, scheduled maintenance, and repair and replacement of mechanical and control systems, as well as data-driven "smart building" solutions, to the Americas marketplace.

Johnson Controls International plc

Notes to Consolidated Financial Statements

March 31, 2025

• Building Solutions Asia Pacific which operates in Asia Pacific;

• 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;

• 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;

• 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.

June 30, 2025

• EMEA, which designs, manufactures sells, installs and services HVAC, controls, building management, refrigeration, integrated electronic security systems, integrated fire detection and suppression systems, and digital (software) solutions for commercial, residential security (Global Subscriber business), industrial, data center, institutional, governmental, and marine customers and provides technical services, including data-driven “smart building” solutions, to markets in Europe, the Middle East and Africa.

• APAC, which designs, manufactures, sells, installs, and services HVAC, controls, building management, refrigeration, integrated electronic security systems, integrated fire detection and suppression systems, and digital (software) solutions for commercial, industrial, data center, institutional, and governmental customers and provides technical services, including data-driven “smart building” solutions, to the Asian and Pacific marketplace.

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.

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):

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

Building Solutions North America $ 2,916 $ 2,739 $ 5,660 $ 5,226

Building Solutions EMEA/LA 1,085 1,064 2,158 2,102

Building Solutions Asia Pacific 542 491 1,069 998

Global Products 1,133 1,303 2,215 2,480

$ 4,042 $ 4,035 $ 11,506 $ 11,341

1,273 1,177 3,631 3,440

737 686 2,017 1,923

Total net sales $ 6,052 $ 5,898 $ 17,154 $ 16,704

Johnson Controls International plc

Notes to Consolidated Financial Statements

March 31, 2025

Segment EBITA

Three Months Ended

March 31, Six Months Ended

June 30, Nine Months Ended

2025 2024 2025 2024

Building Solutions North America $ 390 $ 373 $ 722 $ 658

Building Solutions EMEA/LA 136 89 244 169

Building Solutions Asia Pacific 79 54 128 100

Global Products 341 290 667 557

$ 742 $ 804 $ 2,038 $ 1,853

EMEA 177 154 448 397

APAC 143 128 337 320

Total segment EBITA 1,062 1,086 2,823 2,570

5 unchanged sentences

( 1 ) ( 351 ) ( 13 ) ( 351 )

Net mark-to-market losses (gains) 13 ( 15 ) 14 ( 37 )

Net mark-to-market gains ( 21 ) ( 5 ) ( 7 ) ( 42 )

Net financing charges 77 70 243 246

Income (loss) before income taxes $ 501 $ ( 471 ) $ 909 $ ( 151 )

Income before income taxes $ 705 $ 1,025 $ 1,614 $ 874

(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.

Johnson Controls International plc

Notes to Consolidated Financial Statements

June 30, 2025

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.

11 unchanged sentences

Changes in estimates to pre-existing warranties 2

Currency translation ( 2 )

Balance at March 31, 2025 $ 119

Johnson Controls International plc

Notes to Consolidated Financial Statements

March 31, 2025

Balance at June 30, 2025

COMMITMENTS AND CONTINGENCIES

2 unchanged sentences

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

June 30, 2025 September 30, 2024

Other current liabilities $ 23 $ 32

5 unchanged sentences

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”).

Johnson Controls International plc

Notes to Consolidated Financial Statements

June 30, 2025

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.

2 unchanged sentences

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”):

1 unchanged sentence

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").

In May 2025, EPA announced that it will retain the 4.0 ppt limit on PFOS and PFOA but will institute a two-year delay in the compliance deadline from 2029 until 2031.

EPA also announced its intent to rescind and reconsider the limits on four other types of PFAS (PFHxS, PFNA, HFPO-DA, and PFBS).

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

Johnson Controls International plc

Notes to Consolidated Financial Statements

March 31, 2025

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.

Conditional asset retirement obligations were $ 7 million at both June 30, 2025 and September 30, 2024.

FTC-Related Matters

6 unchanged sentences

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.

Johnson Controls International plc

Notes to Consolidated Financial Statements

June 30, 2025

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.

9 unchanged sentences

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

Johnson Controls International plc

Notes to Consolidated Financial Statements

March 31, 2025

“Notice of Noncompliance” to Tyco Fire Products and Johnson Controls, Inc.

On October 16, 2019, the WDNR issued a “Notice of Noncompliance” to Tyco Fire Products and Johnson Controls, Inc.

regarding the WDNR’s July 2019 letter.

14 unchanged sentences

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 parties have completed briefing of 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.

1 unchanged sentence

relating to environmental matters at the FTC ( Town of Peshtigo v.

Johnson Controls International plc

Notes to Consolidated Financial Statements

June 30, 2025

Tyco Fire Products L.P.

15 unchanged sentences

Plaintiffs generally seek compensatory damages, including damages for alleged personal injuries, medical monitoring, diminution in property values, investigation and remediation costs, and natural resources damages, and also seek punitive damages and injunctive relief to address remediation of the alleged contamination.

Johnson Controls International plc

Notes to Consolidated Financial Statements

March 31, 2025

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.

3 unchanged sentences

Chemguard and Tyco Fire Products have been named as defendants in more than 260 cases in federal and state courts involving municipal or water provider plaintiffs that were filed in state or federal courts originating from 34 states and territories.

The decrease in water provider actions during the three months ended June 30, 2025 reflects dismissals resulting from the water systems AFFF settlement agreement discussed further below.

More water provider cases may be dismissed pursuant to the water systems AFFF settlement agreement.

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.

1 unchanged sentence

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.

Johnson Controls International plc

Notes to Consolidated Financial Statements

June 30, 2025

Water Systems AFFF Settlement Agreement

16 unchanged sentences

The settlement does not constitute an admission of liability or wrongdoing by Tyco Fire Products or Chemguard.

Johnson Controls International plc

Notes to Consolidated Financial Statements

March 31, 2025

AFFF Putative Class Actions

Chemguard and Tyco Fire Products are named in 45 pending putative class actions in federal courts originating from 20 states and territories.

The decrease in putative class actions during the three months ended June 30, 2025 reflects dismissals resulting from the water systems AFFF settlement agreement.

All of these cases have been direct-filed in or transferred to the MDL.

3 unchanged sentences

The cases involve plaintiffs from various states including approximately 7,000 plaintiffs in Colorado and more than 9,900 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.

There are several matters that are proceeding in state courts, including actions in Arizona and Illinois.

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.

Johnson Controls International plc

Notes to Consolidated Financial Statements

June 30, 2025

AFFF State or U.S.

20 unchanged sentences

The State’s case has been removed to federal court and transferred to the MDL.

The State of Alaska has also named a

Johnson Controls International plc

Notes to Consolidated Financial Statements

March 31, 2025

number of manufacturers and other defendants, including affiliates of the Company, as third-party defendants in two cases brought by individuals against the State.

The State of Alaska has also named a number of manufacturers and other defendants, including affiliates of the Company, as third-party defendants in two cases brought by individuals against the State.

These two cases have also been transferred to the MDL.

8 unchanged sentences

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.

Johnson Controls International plc

Notes to Consolidated Financial Statements

June 30, 2025

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.

3 unchanged sentences

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.

4 unchanged sentences

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.

Johnson Controls International plc

Notes to Consolidated Financial Statements

March 31, 2025

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

June 30, 2025 September 30, 2024

Other current liabilities $ 58 $ 58

6 unchanged sentences

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

March 31, 2025 September 30, 2024

June 30, 2025 September 30, 2024

Investments 278 281

2 unchanged sentences

Total asbestos-related assets $ 328 $ 334

Johnson Controls International plc

Notes to Consolidated Financial Statements

June 30, 2025

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.

8 unchanged sentences

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

June 30, 2025 September 30, 2024

Other current liabilities $ 96 $ 92

2 unchanged sentences

Total self-insured liabilities $ 384 $ 351

Johnson Controls International plc

Notes to Consolidated Financial Statements

March 31, 2025

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

June 30, 2025 September 30, 2024

Other current assets $ 5 $ 5

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements