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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported):						May 12, 2025

JOHNSON CONTROLS INTERNATIONAL PLC

(Exact name of registrant as specified in its charter)

Ireland

001-13836

98-0390500

(State or Other Jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

One Albert Quay. Cork, Ireland, T12 X8N6

(Address of principal executive offices and postal code)


(353)	21-423-5000	Not Applicable
(Registrant’s telephone number)		(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Ordinary Shares, Par Value $0.01	JCI	New York Stock Exchange
3.900% Notes due 2026	JCI26A	New York Stock Exchange
0.375% Senior Notes due 2027	JCI27	New York Stock Exchange
3.000% Senior Notes due 2028	JCI28	New York Stock Exchange
5.500% Senior Notes due 2029	JCI29	New York Stock Exchange
1.750% Senior Notes due 2030	JCI30	New York Stock Exchange
2.000% Sustainability-Linked Senior Notes due 2031	JCI31	New York Stock Exchange
1.000% Senior Notes due 2032	JCI32	New York Stock Exchange
4.900% Senior Notes due 2032	JCI32A	New York Stock Exchange
3.125% Senior Notes due 2033	JCI33	New York Stock Exchange
4.250% Senior Notes due 2035	JCI35	New York Stock Exchange
6.000% Notes due 2036	JCI36A	New York Stock Exchange
5.70% Senior Notes due 2041	JCI41B	New York Stock Exchange
5.250% Senior Notes due 2041	JCI41C	New York Stock Exchange
4.625% Senior Notes due 2044	JCI44A	New York Stock Exchange
5.125% Notes due 2045	JCI45B	New York Stock Exchange
6.950% Debentures due December 1, 2045	JCI45A	New York Stock Exchange
4.500% Senior Notes due 2047	JCI47	New York Stock Exchange
4.950% Senior Notes due 2064	JCI64A	New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

	Emerging growth company	☐

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

Item 7.01. Regulation FD Disclosure.

As previously disclosed on April 2, 2025, Johnson Controls International plc (the "Company") realigned its organizational structure into three regional 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 implemented this change effective April 1, 2025 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.

For informational purposes and to assist investors in making comparisons of the Company's historical financial information with financial information to be made available in the future that will reflect the revised reporting segments, the Company has furnished selected historical unaudited financial information that reflects its segment realignment for the three months ended March 31, 2025. The historical financial information is furnished as an exhibit to this Current Report on Form 8-K, and is also available at http://investors.johnsoncontrols.com.

Unaudited Historical Operating Segment Data

Exhibit 99.1 to this Current Report on Form 8-K provides unaudited summary financial information reflecting the realignment of the Company's operating segments on the Company's historical segment results for the three months ended March 31, 2025 on a continuing operations basis. This information remains subject to additional adjustments which may arise as the Company finalizes the new reporting structure. Investors are cautioned that this information is unaudited, and as such has not been subject to the more rigorous standards of review for the Company’s audited financial statements.

The changes in the reporting structure affect only the manner in which the results for the Company's operating segments were previously reported. The historical segment information provided under the new reporting structure has no other impact on the Company's previously reported consolidated financial statements.

The information in this Current Report on Form 8-K, including Exhibit 99.1, should be read in conjunction with the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 2025, which was filed with the Securities and Exchange Commission on May 7, 2025.

The information contained in this Item 7.01 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.			Description

99.1			Unaudited Historical Financial Information

SIGNATURE

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 hereunto duly authorized.

JOHNSON CONTROLS INTERNATIONAL PLC

Date: May 12, 2025

By:

/s/ Richard J. Dancy

Name:

Richard J. Dancy

Title:

Vice President and Corporate Secretary

EX-99.1 2 a8-k2025x05x12ex991.htm EX-99.1 Document

Exhibit 99.1

Unaudited Historical Financial Information

The following table includes unaudited historical summary financial information reflecting the realignment of the Company's operating segment results on a continuing operations basis (in millions):


	Three Months Ended March 31, 2025
	Net Sales		Segment EBITA		Adjusted Segment EBITA (non-GAAP)
Americas	$	3,837	$	707	$	709
EMEA	1,201		135		135
APAC	638		104		104
Total	$	5,676

The following table reconciles Segment EBITA as reported to the comparable adjusted Segment EBITA amounts (in millions):


	Three Months Ended March 31, 2025
	Americas		EMEA		APAC
Segment EBITA	$	707	$	135	$	104
Adjusting items:

Transformation costs	2		—		—

Adjusted Segment EBITA (non-GAAP)	$	709	$	135	$	104

Non-GAAP Measures

The Company reports adjusted segment EBITA, which is a non-GAAP measure, in this exhibit. Non-GAAP measures should be considered in addition to, and not as replacements for, the most comparable GAAP measures.

Adjusted segment EBITA is a non-GAAP measure derived by excluding certain amounts from the corresponding financial measure determined in accordance with GAAP. The determination of the excluded amounts is a matter of management judgment and depends upon the nature and variability of the underlying expense or income amounts and other factors.

As detailed in the table above, the following item was excluded from adjusted segment EBITA:

•Transformation costs represent incremental expenses incurred in association with strategic growth initiatives and cost saving opportunities in order to realize the benefits of portfolio simplification and the Company's lifecycle solutions strategy.

Management believes the exclusion of this item is useful to investors due to the unusual nature and/or magnitude of the amount. When considered together with unadjusted amounts, adjusted segment EBITA is useful to investors in understanding period-over-period operating results, business trends and ongoing operations of the Company. Management may also use this metric as a guide in forecasting, budgeting and long-term planning processes and for compensation purposes.