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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): February 4, 2026
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 2.02.    Results of Operations and Financial Condition.

On February 4, 2026, Johnson Controls International plc (the "Company") issued a press release containing information about the Company’s results of operations for the three months ended December 31, 2025. A copy of this press release is furnished as Exhibit 99.1 and incorporated by reference in this Item 2.02.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits:
Exhibit No. Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)





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: February 4, 2026 By: /s/ Daniel C. McConeghy
Name: Daniel C. McConeghy
Title: Vice President and Chief Accounting and Tax Officer




EX-99.1 2 q1ex991xq1fy26earningsrele.htm EX-99.1 Document
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Exhibit 99.1
FOR IMMEDIATE RELEASE                                     
    
        

Johnson Controls Reports Strong Q1 Results; Raises FY26 Guidance
______________________________________________________________________________________
▪Q1 sales increased 7% and organic sales increased 6%*
▪Q1 GAAP EPS of $0.90; Q1 Adjusted EPS* of $0.89
▪Q1 Orders +39% organically year-over-year
▪Backlog of $18.2 billion increased 20% organically year-over-year
* This earnings release contains non-GAAP financial measures. Definitions and reconciliations of the non-GAAP financial measures can be found in the attached footnotes. Non-GAAP measures should be considered in addition to, and not as replacements for, the most comparable GAAP measures.
_____________________________________________________________________________________

CORK, Ireland — February 4, 2026 — Johnson Controls International plc (NYSE: JCI), a global technology leader in energy efficiency, decarbonization, thermal management and mission-critical performance, is proud to announce fiscal first quarter 2026 GAAP earnings per share (“EPS”) of $0.90. Adjusted EPS was $0.89.

Q1 sales increased 7% to $5.8 billion and organic sales increased 6%.

For the quarter, GAAP net income from continuing operations attributable to JCI was $555 million and adjusted net income was $547 million.

"Johnson Controls delivered a strong start to the year, with solid revenue growth, meaningful margin expansion, and adjusted EPS up nearly 40%, reflecting improving execution across the enterprise,” said Joakim Weidemanis, CEO. “Our nearly 40% order growth highlights strong customer demand in our core end markets, where our technology leadership and enviable field presence continues to differentiate us. As we deploy our proprietary business system more broadly, we’re operating with greater speed and consistency, strengthening our ability to deliver sustained, predictable value for our customers and shareholders."

FISCAL Q1 SEGMENT RESULTS
The financial highlights presented in the tables below exclude discontinued operations and are in accordance with GAAP, unless otherwise indicated. All comparisons are to the first quarter of fiscal 2025. Orders and backlog metrics included in the release relate to the Company's Solutions and Services businesses. Orders prior to Q1 2026 exclude certain equipment-only sales for longer cycle projects. Backlog has been restated to include this new category.
A slide presentation to accompany the results can be found in the Investor Relations section of Johnson Controls’ website at http://investors.johnsoncontrols.com.

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Americas
Fiscal Q1
(in millions) 2026 2025 Change
Sales $ 3,843  $ 3,627  6 %
Gross Margin 1,375  1,293  6 %
Segment EBITA 620  589  5 %
Adjusted Segment EBITA (non-GAAP) 632  589  7 %
Segment EBITA Margin %
16.1 % 16.2 % (10   bp)
Adjusted Segment EBITA Margin % (non-GAAP) 16.4 % 16.2 % 20   bp
Segment EBIT $ 544  $ 494  10 %
Sales in the quarter of $3.8 billion increased 6% over the prior year. Organic sales also increased 6% led by continued strength across Applied HVAC and Controls.
Excluding M&A and adjusted for foreign currency, orders increased 56% year-over-year and backlog of $13.3 billion increased 22% year-over-year. The increase in backlog and orders was primarily due to demand led by customers' accelerated investments in data center projects.
Segment EBITA margin of 16.1% was approximately flat compared to the prior year. Adjusted segment EBITA in Q1 2026 excludes transformation costs.

EMEA (Europe, Middle East, Africa)
Fiscal Q1
(in millions) 2026 2025 Change
Sales $ 1,261  $ 1,157  9 %
Gross Margin 448  397  13 %
Segment EBITA 158  136  16 %
Adjusted Segment EBITA (non-GAAP) 164  136  21 %
Segment EBITA Margin % 12.5 % 11.8 % 70   bp
Adjusted Segment EBITA Margin % (non-GAAP) 13.0 % 11.8 % 120   bp
Segment EBIT $ 151  $ 116  30 %
Sales in the quarter of $1.3 billion increased 9% over the prior year. Organic sales grew 4% versus the prior year quarter led by 8% growth in Services.
Excluding M&A and adjusted for foreign currency, orders increased 8% year-over-year and backlog of $3.0 billion increased 11% year-over-year.
Segment EBITA margin of 12.5% expanded 70 basis points versus the prior year driven by favorable pricing and productivity improvements. Adjusted segment EBITA in Q1 2026 excludes transformation costs.
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APAC (Asia Pacific)
Fiscal Q1
(in millions) 2026 2025 Change
Sales $ 693  $ 642  8 %
Gross Margin 251  236  6 %
Segment EBITA 117  90  30 %
Adjusted Segment EBITA (non-GAAP) 117  90  30 %
Segment EBITA Margin % 16.9 % 14.0 % 290   bp
Adjusted Segment EBITA Margin % (non-GAAP) 16.9 % 14.0 % 290   bp
Segment EBIT $ 113  $ 85  33 %
Sales in the quarter of $693 million increased 8% versus the prior year. Organic sales increased 8% versus the prior year led by 9% growth in Products and Systems.
Excluding M&A and adjusted for foreign currency, orders increased 10% and backlog of $1.9 billion increased 20% year-over-year.
Segment EBITA margin of 16.9% increased 290 basis points versus the prior year driven by increased volumes and productivity improvements.

Corporate
Fiscal Q1
(in millions) 2026 2025 Change
Corporate Expense
GAAP $ 156  $ 171  (9 %)
Adjusted (non-GAAP) 107  127  (16 %)
Adjusted Corporate expense in both Q1 2026 and Q1 2025 excludes certain transaction/separation costs and transformation costs.
OTHER Q1 ITEMS
▪Cash provided by operating activities was $611 million. Free cash flow was $531 million and adjusted free cash flow was $428 million.
▪The Company paid dividends of $245 million.
▪The Company completed the sale of its ADT Mexico Security business for net proceeds of $207 million. In connection with the sale, the Company recognized a pre-tax gain of $70 million.
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GUIDANCE
The following forward-looking statements are non-GAAP financial measures. These non-GAAP financial measures are derived by excluding certain amounts from the corresponding financial measures determined in accordance with GAAP. The determination of the amounts excluded is a matter of management judgment and depends upon, among other factors, the nature of the underlying expense or income amounts recognized in a given period and the high variability of certain amounts, such as mark-to-market adjustments. Organic revenue growth excludes the effect of acquisitions, divestitures and foreign currency. The Company is unable to present a quantitative reconciliation of the aforementioned forward-looking non-GAAP financial measures to its most directly comparable forward-looking GAAP financial measures because such information is not available, and management cannot reliably predict the necessary components of such GAAP measures without unreasonable effort or expense. The unavailable information could have a significant impact on the Company’s fiscal 2026 second quarter and full year GAAP financial results.
The Company initiated fiscal 2026 second quarter continuing operations guidance:
▪Organic sales growth of ~5%
▪Operating leverage of ~45%
▪Adjusted EPS of ~$1.11

The Company's fiscal 2026 full year continuing operations guidance is as follows:
▪Organic sales growth of mid-single digits (unchanged)
▪Operating leverage of ~50% (unchanged)
▪Adjusted EPS of ~$4.70 (previously ~$4.55)
▪Adjusted free cash flow conversion of ~100% (unchanged)

CONFERENCE CALL & WEBCAST INFO

Johnson Controls will host a conference call to discuss this quarter’s results at 8:30 a.m. ET today, which can be accessed by dialing 855-979-6654 (in the United States) or +1-646-233-4753 (outside the United States) along with passcode 927389, or via webcast. A slide presentation will accompany the prepared remarks and has been posted on the investor relations section of the Johnson Controls website at https://investors.johnsoncontrols.com/news-and-events/events-and-presentations. A replay will be made available approximately two hours following the conclusion of the conference call.

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ABOUT JOHNSON CONTROLS

Johnson Controls (NYSE:JCI), a global technology leader in energy efficiency, decarbonization, thermal management and mission-critical performance, helps customers use energy more productively, reduce carbon emissions, and operate with the precision and resilience required in rapidly expanding industries such as data centers, healthcare, pharmaceuticals, advanced manufacturing, and higher education.

For more than 140 years, Johnson Controls has delivered performance where it really matters. Backed by advanced technology, lifecycle services and an industry-leading field organization, we elevate customer performance, turn goals into real-world results and help move society forward.

Visit johnsoncontrols.com for more information and follow @Johnsoncontrols on social platforms.

JOHNSON CONTROLS CONTACTS:
INVESTOR CONTACTS: MEDIA CONTACT:
Michael Gates
Danielle Canzanella
Direct: +1 414.524.5785 Direct: +1 203.499.8297
Email: michael.j.gates@jci.com    
Email: danielle.canzanella@jci.com
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JOHNSON CONTROLS INTERNATIONAL PLC CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
JOHNSON CONTROLS INTERNATIONAL PLC (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 develop or acquire new products and technologies that achieve market acceptance and meet applicable quality and regulatory requirements; 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 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 any associated supply chain disruptions; the ability to execute on the Company’s operating model and drive organizational improvement; 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 customers; the ability to manage disruptions caused by international conflicts, including Russia and Ukraine and the ongoing conflicts in the Middle East; the ability to successfully execute and complete portfolio simplification actions, 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; 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; the ability to hire and retain senior management and other key personnel; changes or uncertainty in laws, regulations, rates, policies, or interpretations that impact 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 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, 2025 filed with the United States Securities and Exchange Commission ("SEC") on November 14, 2025, 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.
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FINANCIAL STATEMENTS

Johnson Controls International plc
Consolidated Statements of Income
(in millions, except per share data; unaudited)

Three Months Ended December 31,
2025 2024
Net sales
Products and systems $ 3,892  $ 3,685 
Services 1,905  1,741 
5,797  5,426 
Cost of sales
Products and systems 2,648  2,456 
Services 1,075  1,044 
3,723  3,500 
Gross profit 2,074  1,926 
Selling, general and administrative expenses 1,221  1,399 
Restructuring and impairment costs 87  33 
Net financing charges 59  86 
Equity income — 
Income from continuing operations before income taxes 708  408 
Income tax provision 152  47 
Income from continuing operations 556  361 
Income (loss) from discontinued operations, net of tax (31) 90 
Net income 525  451 
Income (loss) attributable to noncontrolling interests
Continuing operations (2)
Discontinued operations —  34 
Net income attributable to Johnson Controls $ 524  $ 419 
Income (loss) attributable to Johnson Controls
Continuing operations $ 555  $ 363 
Discontinued operations (31) 56 
Total $ 524  $ 419 
Basic earnings (loss) per share attributable to Johnson Controls
Continuing operations $ 0.91  $ 0.55 
Discontinued operations (0.05) 0.08 
Total $ 0.86  $ 0.63 
Diluted earnings (loss) per share attributable to Johnson Controls
Continuing operations $ 0.90  $ 0.55 
Discontinued operations (0.05) 0.08 
Total $ 0.85  $ 0.63 

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Johnson Controls International plc
Condensed Consolidated Statements of Financial Position
(in millions; unaudited)

December 31, 2025 September 30, 2025
Assets
Cash and cash equivalents $ 552  $ 379 
Accounts receivable - net 6,190  6,269 
Inventories 1,932  1,820 
Current assets held for sale 20  14 
Other current assets 1,747  1,680 
Current assets 10,441  10,162 
Property, plant and equipment - net 2,130  2,193 
Goodwill 16,610  16,633 
Other intangible assets - net 3,550  3,613 
Noncurrent assets held for sale 109  140 
Other noncurrent assets 5,143  5,198 
Total assets $ 37,983  $ 37,939 
Liabilities and Equity
Short-term debt $ 436  $ 723 
Current portion of long-term debt 568  566 
Accounts payable 3,614  3,614 
Accrued compensation and benefits 891  1,268 
Deferred revenue 2,542  2,470 
Current liabilities held for sale 13  12 
Other current liabilities 2,437  2,288 
Current liabilities 10,501  10,941 
Long-term debt 8,701  8,591 
Pension and postretirement benefit obligations 201  211 
Noncurrent liabilities held for sale 14 
Other noncurrent liabilities 5,333  5,233 
Noncurrent liabilities 14,249  14,044 
Shareholders’ equity attributable to Johnson Controls 13,204  12,927 
Noncontrolling interests 29  27 
Total equity 13,233  12,954 
Total liabilities and equity $ 37,983  $ 37,939 









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Consolidated Statements of Cash Flows
(in millions; unaudited)
Three Months Ended December 31,
2025 2024
Operating Activities of Continuing Operations
Income (loss) from continuing operations:
Attributable to Johnson Controls $ 555  $ 363 
Attributable to noncontrolling interests (2)
Total 556  361 
Adjustments to reconcile net income to cash provided by operating activities of continuing operations:
Depreciation and amortization 164  193 
Pension and postretirement benefits (12) (16)
Deferred income taxes 21  (54)
Noncash restructuring and impairment charges 60 
Equity-based compensation 34  28 
Gain on business divestiture (70) — 
Other - net
Changes in assets and liabilities:
Accounts receivable 71  284 
Inventories (112) (15)
Other assets 88  (171)
Restructuring reserves (3)
Accounts payable and accrued liabilities (175) (407)
Accrued income taxes (12) 28 
Cash provided by operating activities from continuing operations 611  249 
Investing Activities of Continuing Operations
Capital expenditures (80) (116)
Divestiture of businesses, net of cash divested 207  — 
Other - net (37) 11 
Cash provided (used) by investing activities from continuing operations 90  (105)
Financing Activities of Continuing Operations
Net proceeds (payments) from borrowings with maturities less than three months (186) 12 
Proceeds from debt 116  1,369 
Repayments of debt (101) (594)
Stock repurchases and retirements —  (330)
Payment of cash dividends (245) (245)
Employee equity-based compensation withholding taxes (49) (29)
Other - net 18 
Cash provided (used) by financing activities from continuing operations (464) 201 
Discontinued Operations
Cash used by operating activities (67) (2)
Cash used by investing activities —  (10)
Cash used by discontinued operations (67) (12)
Effect of exchange rate changes on cash, cash equivalents and restricted cash 154 
Change in cash, cash equivalents and restricted cash held for sale — 
Increase in cash, cash equivalents and restricted cash 175  491 
Cash, cash equivalents and restricted cash at beginning of period 398  767 
Cash, cash equivalents and restricted cash at end of period 573  1,258 
Less: Restricted cash 21  21 
Cash and cash equivalents at end of period $ 552  $ 1,237 
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FOOTNOTES

1.Sale of Residential and Light Commercial HVAC Business

In July 2025, the Company sold 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 owned 60% and Hitachi owned 40%. The R&LC HVAC business met 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.

2.Non-GAAP Measures

The Company reports various non-GAAP measures in this earnings release and the related earnings presentation. Non-GAAP measures should be considered in addition to, and not as replacements for, the most comparable GAAP measures. Refer to the following footnotes for further information on the calculations of the non-GAAP measures and reconciliations of the non-GAAP measures to the most comparable GAAP measures.

Organic sales

Organic sales growth excludes the impact of acquisitions, divestitures and foreign currency. Management believes organic sales growth is useful to investors in understanding period-over-period sales results and trends.

Cash flow

Management believes free cash flow and adjusted free cash flow measures are useful to investors in understanding the strength of the Company and its ability to generate cash. These non-GAAP measures can also be used to evaluate the Company’s ability to generate cash flow from operations and the impact that this cash flow has on its liquidity. Management also believes adjusted free cash flows are useful to investors in understanding period-over-period cash flows, cash trends and ongoing cash flows of the Company.

Adjusted free cash flow and adjusted free cash flow conversion are non-GAAP measures which exclude the impacts of the following:

•JC Capital cash flows primarily include activity associated with finance/notes receivables and inventory and/or capital expenditures related to lease arrangements. JC Capital net income is primarily related to interest income on the finance/notes receivable and profit recognized on arrangements with sales-type lease components.

•The impact of the accounts receivables factoring program which was discontinued in March 2024.

•Cash payments related to the water systems AFFF settlement and cash receipts for AFFF-related insurance recoveries.

•Prepayment of royalty fees associated with certain IP licensed to divested businesses.

•Discrete tax payments are non-recurring tax settlements for certain non-US jurisdictions

Adjusted financial measures

Adjusted financial measures are non-GAAP measures that are derived by excluding certain amounts from the corresponding financial measures 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 tables included in footnotes four through seven, the following items were excluded from certain financial measures:

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•Net mark-to-market adjustments are the result of adjusting restricted asbestos investments and pension and postretirement plan assets to their current market value. These adjustments may have a favorable or unfavorable impact on results.

•Restructuring and impairment costs represents restructuring costs attributable to Johnson Controls including costs associated with exit plans or other restructuring plans that will have a more significant impact on the underlying cost structure of the organization. Impairment costs primarily relate to write-downs of goodwill, intangible assets and assets held for sale to their fair value.

•Water systems AFFF settlement and insurance recoveries include amounts related to a settlement with a nationwide class of public water systems concerning the use of AFFF manufactured and sold by a subsidiary of the Company, and AFFF-related insurance recoveries.

•Transaction/separation costs include costs associated with significant mergers and acquisitions.

•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.

•ERP asset - accelerated depreciation represents a change in ERP strategy within the EMEA segment, which led to certain assets being abandoned and the useful lives reduced.

•Earn-out adjustments relate to earn-out liabilities associated with certain significant acquisitions and may have a favorable or unfavorable impact on results.

•Cyber incident costs primarily represent expenses, net of insurance recoveries, associated with the response to, and remediation of, a cybersecurity incident which occurred in September 2023.

•Product quality costs are costs related to a product quality issue that is unusual due to the magnitude of the expected cost to remediate in comparison to typical product quality issues experienced by the Company.

•Loss (gain) on divestiture relates to the sale of the ADT Mexico Security and ADTi businesses.

•EMEA joint venture loss relates to certain non-recurring losses associated with the equity method accounting of a joint venture company.

•Discrete tax items, net includes the net impact of discrete tax items within the period, including the following types of items: changes in estimates associated with valuation allowances, changes in estimates associated with reserves for uncertain tax positions, withholding taxes recorded upon changes in indefinite re-investment assertions for businesses to be disposed of and impacts from statutory rate changes.

•Related tax impact includes the tax impact of the various excluded items.

Management believes the exclusion of these items is useful to investors due to the unusual nature and/or magnitude of the amounts. When considered together with unadjusted amounts, adjusted financial measures are useful to investors in understanding period-over-period operating results, business trends and ongoing operations of the Company. Management may also use these metrics as guides in forecasting, budgeting and long-term planning processes and for compensation purposes.

Operating leverage

Operating leverage is defined as the ratio of the change in adjusted EBIT for the period, divided by the corresponding change in net revenues. Management believes operating leverage is a useful metric to reflect enterprise value creation, capturing the impact of scale and cost discipline across the organization.

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Debt ratios

Management believes that net debt to adjusted EBITDA, a non-GAAP measure, is useful to understanding the Company's financial condition as the ratio provides an overview of the extent to which the Company relies on external debt financing for its funding and also is a measure of risk to its shareholders.

3. Sales

The following tables detail the changes in sales from continuing operations attributable to organic growth, foreign currency, acquisitions, divestitures and other (unaudited):

Net sales
Three Months Ended December 31
(in millions)
Americas
EMEA
APAC
Total
Net sales - 2024
$ 3,627  $ 1,157  $ 642  $ 5,426 
Base year adjustments
Divestitures and other —  (15) —  (15)
Foreign currency 65  72 
Adjusted base net sales 3,633  1,207  643  5,483 
Acquisitions —  — 
Organic growth 210  51  50  311 
Net sales - 2025
$ 3,843  $ 1,261  $ 693  $ 5,797 
Growth %:
Net sales % % % %
Organic growth % % % %

Products and systems revenue
Three Months Ended December 31
(in millions)
Americas
EMEA
APAC
Total
Products and systems revenue - 2024
$ 2,536  $ 700  $ 449  $ 3,685 
Base year adjustments
Foreign currency 45  53 
Adjusted products and systems revenue 2,543  745  450  3,738 
Acquisitions —  — 
Organic growth 97  14  40  151 
Products and systems revenue - 2025
$ 2,640  $ 762  $ 490  $ 3,892 
Growth %:
Products and systems revenue % % % %
Organic growth % % % %


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Service revenue
Three Months Ended December 31
(in millions)
Americas
EMEA
APAC
Total
Service revenue - 2024
$ 1,091  $ 457  $ 193  $ 1,741 
Base year adjustments
Divestitures and other —  (15) —  (15)
Foreign currency (1) 20  —  19 
Adjusted base service revenue 1,090  462  193  1,745 
Organic growth 113  37  10  160 
Service revenue - 2025
$ 1,203  $ 499  $ 203  $ 1,905 
Growth %:
Service revenue 10  % % % %
Organic growth 10  % % % %

4. Cash Flow, Free Cash Flow and Free Cash Flow Conversion

The following table includes operating cash flow conversion, free cash flow and free cash flow conversion (unaudited):

Three Months Ended December 31,
(in millions) 2025 2024
Cash provided by operating activities from continuing operations $ 611 $ 249
Income from continuing operations attributable to Johnson Controls 555 363
Operating cash flow conversion 110  % 69  %
Cash provided by operating activities from continuing operations $ 611 $ 249
Capital expenditures (80) (116)
Free cash flow (non-GAAP) $ 531 $ 133
Income from continuing operations attributable to Johnson Controls $ 555 $ 363
Free cash flow conversion from net income (non-GAAP) 96  % 37  %

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The following table includes adjusted free cash flow and adjusted free cash flow conversion (unaudited):

Three Months Ended December 31,
(in millions) 2025 2024
Free cash flow (non-GAAP) $ 531 $ 133
Adjustments:
JC Capital cash used by operating activities (31) 66
Water systems AFFF settlement cash payments and insurance recoveries (74) 397
Prepaid IP royalties for divested businesses (29)
Impact from discontinued factoring program 7
Discrete tax payments 31
Adjusted free cash flow (non-GAAP) $ 428 $ 603
Adjusted net income attributable to JCI (non-GAAP) $ 547 $ 426
JC Capital net (income) loss 7 (5)
Adjusted net income attributable to JCI, excluding JC Capital (non-GAAP) $ 554 $ 421
Adjusted free cash flow conversion (non-GAAP) 77  % 143  %

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5. Segment Profitability and Corporate Expense

The Company evaluates the performance of its business units primarily on segment EBITA and segment EBIT. The following tables reconcile segment EBITA to EBIT and Income (loss) from continuing operations (the most comparable GAAP measure) to EBIT.
Three Months Ended December 31,
Actual Adjusted
(Non-GAAP)
(in millions; unaudited) 2025 2024 2025 2024
Segment EBITA
Americas $ 620  $ 589  $ 632  $ 589 
EMEA 158  136  164  136 
APAC 117  90  117  90 
Corporate expenses (156) (171) (107) (127)
Amortization (87) (120) (87) (120)
Restructuring and impairment costs (87) (33) —  — 
Water systems AFFF insurance recoveries 130  —  — 
Gain on divestiture 70  —  —  — 
Other (1) —  — 
EBIT $ 767  $ 494  $ 719  $ 568 
EBIT Margin 13.2  % 9.1  % 12.4  % 10.5  %
Segment EBITA Margin 15.4  % 15.0  % 15.7  % 15.0  %
Income (loss) from continuing operations:  
Attributable to Johnson Controls $ 555  $ 363  $ 547  $ 426 
Attributable to noncontrolling interests (2) (2)
Income from continuing operations 556  361  548  424 
Less: Income tax provision (1)
152  47  112  58 
Income before income taxes 708  408  660  482 
Net financing charges 59  86  59  86 
EBIT $ 767  $ 494  $ 719  $ 568 

(1) Adjusted income tax provision excludes the related tax impacts of pre-tax adjusting items.

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The following tables include the reconciliations of segment EBITA and EBIT as reported to adjusted segment EBITA and EBIT and adjusted segment EBITA and EBIT margin (unaudited):

Three Months Ended December 31,
(in millions)
Americas
EMEA
APAC
2025 2024 2025 2024 2025 2024
Sales $ 3,843  $ 3,627  $ 1,261  $ 1,157  $ 693  $ 642 
Segment EBITA 620  589  158  136  117  90 
Amortization 76  95  20 
Segment EBIT 544  494  151  116  113  85 
Adjusting items:
Transformation costs 12  —  —  —  — 
Adjusted segment EBITA (non-GAAP) 632  589  164  136  117  90 
Adjusted EBIT (non-GAAP) 556  494  157  116  113  85 
Segment EBITA Margin % 16.1  % 16.2  % 12.5  % 11.8  % 16.9  % 14.0  %
Adjusted segment EBITA Margin % (non-GAAP) 16.4  % 16.2  % 13.0  % 11.8  % 16.9  % 14.0  %
EBIT Margin % 14.2  % 13.6  % 12.0  % 10.0  % 16.3  % 13.2  %
Adjusted EBIT Margin % (non-GAAP) 14.5  % 13.6  % 12.5  % 10.0  % 16.3  % 13.2  %

The following table reconciles Corporate expense from continuing operations as reported to the comparable adjusted amounts (unaudited):

Three Months Ended December 31,
(in millions) 2025 2024
Corporate expense (GAAP) $ 156  $ 171 
Adjusting items:
Transaction/separation costs (12) (11)
Transformation costs (37) (33)
Adjusted corporate expense (non-GAAP) $ 107  $ 127 

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6. Net Income and Diluted Earnings Per Share

The following tables reconcile net income from continuing operations attributable to JCI and diluted earnings per share from continuing operations as reported to the comparable adjusted amounts (unaudited):

Three Months Ended December 31,
Income from continuing operations attributable to JCI Diluted earnings
 per share
(in millions, except per share) 2025 2024 2025 2024
As reported (GAAP) $ 555  $ 363  $ 0.90  $ 0.55 
Adjusting items:
Net mark-to-market adjustments (2) —  — 
Restructuring and impairment costs 87  33  0.14  0.05 
Water systems AFFF insurance recoveries (130) (4) (0.21) (0.01)
Transaction/separation costs 12  11  0.02  0.02 
Transformation costs 55  33  0.09  0.05 
Gain on divestiture (70) —  (0.11) — 
Discrete tax items 11  —  0.02  — 
Related tax impact 29  (11) 0.05  (0.02)
Adjusted (non-GAAP)* $ 547  $ 426  $ 0.89  $ 0.64 
* May not sum due to rounding

The following table reconciles the denominators used to calculate basic and diluted earnings per share (in millions; unaudited):
Three Months Ended December 31,
2025 2024
Weighted average shares outstanding
Basic weighted average shares outstanding 611  662
Effect of dilutive securities:
Stock options, unvested restricted stock and unvested performance share awards
Diluted weighted average shares outstanding 614  665 

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7. Debt Ratios

The following table includes continuing operations and details net debt to income before income taxes and net debt to adjusted EBITDA (unaudited):
(in millions) December 31, 2025 September 30, 2025 December 31, 2024
Short-term debt $ 436  $ 723  $ 882 
Current portion of long-term debt 568  566  522 
Long-term debt 8,701  8,591  8,589 
Total debt 9,705  9,880  9,993 
Less: cash and cash equivalents 552  379  1,237 
Net debt $ 9,153  $ 9,501  $ 8,756 
Last twelve months income before income taxes $ 2,269  $ 1,969  $ 1,610 
Net debt to income before income taxes 4.0 x 4.8 x 5.4 x
Last twelve months adjusted EBITDA (non-GAAP) $ 4,109  $ 3,987  $ 3,733 
Net debt to adjusted EBITDA (non-GAAP) 2.2x 2.4x 2.3x

The following table reconciles income from continuing operations to adjusted EBIT and adjusted EBITDA (unaudited):
Twelve Months Ended
(in millions) December 31, 2025 September 30, 2025 December 31, 2024
Income from continuing operations $ 1,919  $ 1,724  $ 1,432 
Income tax provision 350  245  178 
Income before income taxes 2,269  1,969  1,610 
Net financing charges 292  319  341 
EBIT 2,561  2,288  1,951 
Adjusting items:
Net mark-to-market adjustments (24)
Restructuring and impairment costs 600  546  507 
Water systems AFFF settlement —  —  750 
Water systems AFFF insurance recoveries (165) (39) (371)
Earn-out adjustments —  —  (68)
Transaction/separation costs 40  39  43 
Transformation costs 202  180  33 
Cyber incident costs —  — 
Product quality costs —  —  33 
ERP asset - accelerated depreciation 102  102  — 
Loss (gain) on divestiture (70) —  42 
EMEA joint venture loss
—  —  17 
Adjusted EBIT (non-GAAP) 3,273  3,122  2,917 
Depreciation and amortization 836  865  816 
Adjusted EBITDA (non-GAAP) $ 4,109  $ 3,987  $ 3,733 

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8. Income Taxes

After adjusting for certain non-recurring items, the Company's effective tax rate for continuing operations was approximately 17% for the three months ending December 31, 2025 and approximately 12% for the three months ending December 31, 2024.

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