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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): July 29, 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
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 July 29, 2026, Johnson Controls International plc (the "Company") issued a press release containing information about the Company’s results of operations for the three and nine months ended June 30, 2026. 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: July 29, 2026 By: /s/ Daniel C. McConeghy
Name: Daniel C. McConeghy
Title: Vice President and Chief Accounting and Tax Officer




EX-99.1 2 q3ex991xq3fy26earningsrele.htm EX-99.1 Document
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Exhibit 99.1
FOR IMMEDIATE RELEASE                                     
    
        

Johnson Controls Reports Strong Q3 Results; Raises FY26 Guidance
______________________________________________________________________________________
Q3 sales increased 9% and organic sales increased 10%*
Q3 GAAP EPS of $1.23; Q3 Adjusted EPS* of $1.42
Q3 orders +27% organically year-over-year
Backlog of $21.0 billion increased 32% 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 — July 29, 2026 Johnson Controls International plc (NYSE: JCI), a global leader in thermal management, mission-critical building systems, energy efficiency, and decarbonization, is proud to announce fiscal third quarter 2026 GAAP earnings per share (“EPS”) of $1.23. Adjusted EPS was $1.42.

Q3 sales increased 9% to $6.6 billion and organic sales increased 10%.

For the quarter, GAAP net income from continuing operations attributable to JCI was $749 million and adjusted net income from continuing operations was $868 million.

“We delivered another strong quarter, highlighted by 10% organic revenue growth, sustained order momentum, and continued margin expansion,” said Joakim Weidemanis, Chief Executive Officer of Johnson Controls. “While we remain early in our journey deploying our proprietary business system, the progress we are seeing demonstrates the potential to further improve execution, productivity and customer outcomes. Our third-quarter performance and continued momentum give us confidence in our raised full-year outlook.”

FISCAL Q3 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 third 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 Q3
(in millions) 2026 2025 Change
Sales $4,504 $4,042 11 %
Segment EBIT 847 654 30 %
Segment EBIT Margin % 18.8% 16.2% 260   bp
Segment EBITA (non-GAAP) 926 742 25 %
Adjusted Segment EBITA (non-GAAP) 951 746 27 %
Adjusted Segment EBITA Margin % (non-GAAP) 21.1% 18.5% 260   bp
Sales in the quarter of $4.5 billion increased 11% over the prior year. Organic sales also increased 11% led by continued strength across Applied HVAC. Products and Systems sales increased 12% and Services increased 10%.
Excluding acquisitions and divestitures and adjusted for foreign currency, orders increased 37% year-over-year and backlog of $15.9 billion increased 40% year-over-year. The increase in orders and backlog was supported by sustained demand from data centers and other mission-critical environments.
Segment EBIT margin and adjusted Segment EBITA margin increased 260 bp compared to the prior year. The increases were primarily driven by strong operating leverage on higher revenue. Adjusted Segment EBITA in both Q3 2026 and Q3 2025 excludes transformation costs.

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EMEA (Europe, Middle East, Africa)
Fiscal Q3
(in millions) 2026 2025 Change
Sales $1,264 $1,273 (1 %)
Segment EBIT 172 159 8 %
Segment EBIT Margin % 13.6% 12.5% 110   bp
Segment EBITA (non-GAAP) 179 177 1 %
Adjusted Segment EBITA (non-GAAP) 181 179 1 %
Adjusted Segment EBITA Margin % (non-GAAP) 14.3% 14.1% 20   bp
Sales in the quarter of approximately $1.3 billion decreased 1% over the prior year. Organic sales increased 1% versus the prior year quarter; constrained by continued pressure in the region due to the conflicts in the Middle East. Both Products and Systems and Services grew 1% organically.
Excluding acquisitions and divestitures and adjusted for foreign currency, orders increased 6% year-over-year and backlog of $3.1 billion increased 14% year-over-year.
Segment EBIT margin increased 110 bp and adjusted Segment EBITA margin increased 20 bp compared to the prior year. The increases were primarily driven by favorable pricing and productivity improvements, partially offset by the impact of business divestitures. Adjusted Segment EBITA in Q3 2026 and Q3 2025 excludes transformation costs.

APAC (Asia Pacific)
Fiscal Q3
(in millions) 2026 2025 Change
Sales $846 $737 15 %
Segment EBIT 171 139 23 %
Segment EBIT Margin % 20.2% 18.9% 130   bp
Segment EBITA (non-GAAP) 175 143 22 %
Adjusted Segment EBITA (non-GAAP) 179 143 25 %
Adjusted Segment EBITA Margin % (non-GAAP) 21.2% 19.4% 180   bp
Sales in the quarter of $846 million increased 15% versus the prior year. Organic sales increased 15% versus the prior year quarter, led by 20% growth in Product and Systems and continued strength in Applied HVAC.
Excluding acquisitions and divestitures and adjusted for foreign currency, orders increased 12% and backlog of $2.0 billion increased 12% year-over-year.
Segment EBIT margin increased 130 bp and adjusted Segment EBITA margin increased 180 bp compared to the prior year, primarily driven by productivity improvements, favorable business mix and higher revenues. Adjusted Segment EBITA in Q3 2026 excludes transformation costs.
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Corporate
Fiscal Q3
(in millions) 2026 2025 Change
Corporate Expense
GAAP $167 $141 18 %
Adjusted (non-GAAP) 100 93 8 %
Adjusted Corporate expense in both Q3 2026 and Q3 2025 excludes certain transaction/separation costs and transformation costs. The increase year-over-year is primarily due to increased corporate accruals related to incentive compensation and the timing of certain corporate expenses.

OTHER Q3 ITEMS
Cash provided by operating activities was $1,289 million. Free cash flow was $1,194 million and adjusted free cash flow was $1,179 million.
The Company paid dividends of $245 million.

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 fourth quarter and full year GAAP financial results.

The Company initiated fiscal 2026 fourth quarter continuing operations guidance:
Organic sales growth of 9% to 10%
Operating leverage of 45% to 50%
Adjusted EPS of ~$1.55

The Company's fiscal 2026 full year continuing operations guidance is as follows:
Organic sales growth of ~8% (previously up ~6%)
Operating leverage of 45% to 50% (previously ~50%)
Adjusted EPS of ~$5.05 (previously ~$4.85)
Adjusted free cash flow conversion of ~100% (unchanged)
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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 via webcast at https://johnson-controls-q3-2026-earnings.open-exchange.net. 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.

ABOUT JOHNSON CONTROLS

Johnson Controls, a global leader in thermal management, mission-critical building systems, energy efficiency, and decarbonization, 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 CONTACT: 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
June 30,
Nine Months Ended
June 30,
2026 2025 2026 2025
Net sales
Products and systems $ 4,596  $ 4,122  $ 12,687  $ 11,672 
Services 2,018  1,930  5,866  5,482 
6,614  6,052  18,553  17,154 
Cost of sales
Products and systems 3,012  2,656  8,448  7,635 
Services 1,128  1,150  3,295  3,278 
4,140  3,806  11,743  10,913 
Gross profit 2,474  2,246  6,810  6,241 
Selling, general and administrative expenses 1,407  1,417  4,029  4,243 
Restructuring and impairment costs 80  51  224  146 
Net financing charges 71  77  197  243 
Equity income
Income from continuing operations before income taxes 917  705  2,363  1,614 
Income tax provision 165  87  443  160 
Income from continuing operations 752  618  1,920  1,454 
Income (loss) from discontinued operations, net of tax —  160  (27) 301 
Net income 752  778  1,893  1,755 
Income attributable to noncontrolling interests
Continuing operations —  — 
Discontinued operations —  77  —  157 
Net income attributable to Johnson Controls $ 749  $ 701  $ 1,886  $ 1,598 
Income (loss) attributable to Johnson Controls
Continuing operations $ 749  $ 618  $ 1,913  $ 1,454 
Discontinued operations —  83  (27) 144 
Total $ 749  $ 701  $ 1,886  $ 1,598 
Basic earnings (loss) per share attributable to Johnson Controls
Continuing operations $ 1.23  $ 0.94  $ 3.13  $ 2.21 
Discontinued operations —  0.13  (0.04) 0.22 
Total $ 1.23  $ 1.07  $ 3.09  $ 2.43 
Diluted earnings (loss) per share attributable to Johnson Controls
Continuing operations $ 1.23  $ 0.94  $ 3.12  $ 2.20 
Discontinued operations —  0.13  (0.04) 0.22 
Total $ 1.23  $ 1.07  $ 3.08  $ 2.42 

7


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

June 30, 2026 September 30, 2025
Assets
Cash and cash equivalents $ 641  $ 379 
Accounts receivable - net 6,970  6,269 
Inventories 1,955  1,820 
Current assets held for sale 14 
Other current assets 1,711  1,680 
Current assets 11,281  10,162 
Property, plant and equipment - net 1,977  2,193 
Goodwill 16,612  16,633 
Other intangible assets - net 3,550  3,613 
Noncurrent assets held for sale 225  140 
Other noncurrent assets 5,114  5,198 
Total assets $ 38,759  $ 37,939 
Liabilities and Equity
Short-term debt $ 865  $ 723 
Current portion of long-term debt 311  566 
Accounts payable 3,917  3,614 
Accrued compensation and benefits 1,098  1,268 
Deferred revenue 2,943  2,470 
Current liabilities held for sale 12 
Other current liabilities 2,144  2,288 
Current liabilities 11,283  10,941 
Long-term debt 8,299  8,591 
Pension and postretirement benefit obligations 177  211 
Noncurrent liabilities held for sale 34 
Other noncurrent liabilities 5,451  5,233 
Noncurrent liabilities 13,961  14,044 
Shareholders’ equity attributable to Johnson Controls 13,482  12,927 
Noncontrolling interests 33  27 
Total equity 13,515  12,954 
Total liabilities and equity $ 38,759  $ 37,939 









8


Consolidated Statements of Cash Flows
(in millions; unaudited)
Three Months Ended
June 30,
Nine Months Ended
June 30,
2026 2025 2026 2025
Operating Activities of Continuing Operations
Income from continuing operations:
Attributable to Johnson Controls $ 749  $ 618  $ 1,913  $ 1,454 
Attributable to noncontrolling interests —  — 
Total 752  618  1,920  1,454 
Adjustments to reconcile net income to cash provided by operating activities of continuing operations:
Depreciation and amortization 162  190  495  585 
Pension and postretirement benefits (11) (15) (39) (52)
Deferred income taxes (61) (39) (58) (146)
Noncash restructuring and impairment charges 56  23  160  56 
Equity-based compensation 29  48  95  107 
(Gain) loss on business divestiture (13) —  (86)
Other - net (23) (24)
Changes in assets and liabilities:
Accounts receivable (368) (172) (757) (79)
Inventories (26) (52) (166) (79)
Other assets (35) (76) 62  (289)
Restructuring reserves (25)
Accounts payable and accrued liabilities 701  258  764  31 
Accrued income taxes 125  23  205  (12)
Cash provided by operating activities from continuing operations 1,289  787  2,572  1,586 
Investing Activities of Continuing Operations
Capital expenditures (95) (94) (243) (304)
Acquisitions of businesses, net of cash acquired (291) (1) (291) (9)
Divestitures of businesses, net of cash divested 122  331 
Other - net (12) (32)
Cash used by investing activities from continuing operations (276) (85) (235) (302)
Financing Activities of Continuing Operations
Net proceeds (payments) from borrowings with maturities less than three months (259) (75) (194) 283 
Proceeds from debt 229  —  545  1,369 
Repayments of debt —  —  (639) (1,096)
Stock repurchases and retirements (635) (310) (850) (970)
Payment of cash dividends (245) (243) (734) (733)
Employee equity-based compensation withholding taxes (2) (2) (62) (33)
Other - net (4) (7) (12) 69 
Cash used by financing activities from continuing operations (916) (637) (1,946) (1,111)
Discontinued Operations
Cash (used) provided by operating activities —  208  (98) 255 
Cash used by investing activities (155) (25) (155) (52)
Cash used by financing activities —  (109) —  (174)
Cash (used) provided by discontinued operations (155) 74  (253) 29 
Effect of exchange rate changes on cash, cash equivalents and restricted cash (1) (201) 122  (216)
Change in cash, cash equivalents and restricted cash held for sale —  — 
Increase (decrease) in cash, cash equivalents and restricted cash (55) (62) 260  (11)
Cash, cash equivalents and restricted cash at beginning of period 713  818  398  767 
Cash, cash equivalents and restricted cash at end of period 658  756  658  756 
Less: Restricted cash 17  25  17  25 
Cash and cash equivalents at end of period $ 641  $ 731  $ 641  $ 731 
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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.

10


As detailed in the tables included in footnotes four through seven, the following items were excluded from certain financial measures:

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.

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.

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.

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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 June 30
(in millions)
Americas
EMEA
APAC
Total
Net sales - 2025
$ 4,042  $ 1,273  $ 737  $ 6,052 
Base year adjustments
Divestitures and other —  (41) (5) (46)
Foreign currency 15  26 
Adjusted base net sales 4,050  1,247  735  6,032 
Organic growth 454  17  111  582 
Net sales - 2026
$ 4,504  $ 1,264  $ 846  $ 6,614 
Growth %:
Net sales 11  % (1) % 15  % %
Organic growth 11  % % 15  % 10  %

Net sales Nine Months Ended June 30
(in millions)
Americas
EMEA
APAC
Total
Net sales - 2025
$ 11,506  $ 3,631  $ 2,017  $ 17,154 
Base year adjustments
Divestitures and other —  (78) (5) (83)
Foreign currency 38  169  19  226 
Adjusted base net sales 11,544  3,722  2,031  17,297 
Acquisitions —  — 
Organic growth 924  82  247  1,253 
Net sales - 2026
$ 12,468  $ 3,807  $ 2,278  $ 18,553 
Growth %:
Net sales % % 13  % %
Organic growth % % 12  % %

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Products and systems revenue
Three Months Ended June 30
(in millions)
Americas
EMEA
APAC
Total
Products and systems revenue - 2025
$ 2,847  $ 756  $ 519  $ 4,122 
Base year adjustments
Divestitures and other —  (1) (1) (2)
Foreign currency 11  22 
Adjusted products and systems revenue 2,855  766  521  4,142 
Organic growth 339  11  104  454 
Products and systems revenue - 2026
$ 3,194  $ 777  $ 625  $ 4,596 
Growth %:
Products and systems revenue 12  % % 20  % 11  %
Organic growth 12  % % 20  % 11  %
Products and systems revenue Nine Months Ended June 30
(in millions)
Americas
EMEA
APAC
Total
Products and systems revenue - 2025
$ 8,094  $ 2,177  $ 1,401  $ 11,672 
Base year adjustments
Divestitures and other —  —  (1) (1)
Foreign currency 35  113  15  163 
Adjusted products and systems revenue 8,129  2,290  1,415  11,834 
Acquisitions —  — 
Organic growth 580  45  225  850 
Products and systems revenue - 2026
$ 8,709  $ 2,338  $ 1,640  $ 12,687 
Growth %:
Products and systems revenue % % 17  % %
Organic growth % % 16  % %


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Service revenue
Three Months Ended June 30
(in millions)
Americas
EMEA
APAC
Total
Service revenue - 2025
$ 1,195  $ 517  $ 218  $ 1,930 
Base year adjustments
Divestitures and other —  (40) (4) (44)
Foreign currency —  — 
Adjusted base service revenue 1,195  481  214  1,890 
Organic growth 115  128 
Service revenue - 2026
$ 1,310  $ 487  $ 221  $ 2,018 
Growth %:
Service revenue 10  % (6) % % %
Organic growth 10  % % % %
Service revenue Nine Months Ended June 30
(in millions)
Americas
EMEA
APAC
Total
Service revenue - 2025
$ 3,412  $ 1,454  $ 616  $ 5,482 
Base year adjustments
Divestitures and other —  (78) (4) (82)
Foreign currency 56  63 
Adjusted base service revenue 3,415  1,432  616  5,463 
Organic growth 344  37  22  403 
Service revenue - 2026
$ 3,759  $ 1,469  $ 638  $ 5,866 
Growth %:
Service revenue 10  % % % %
Organic growth 10  % % % %

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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
June 30,
Nine Months Ended
June 30,
(in millions) 2026 2025 2026 2025
Cash provided by operating activities from continuing operations $ 1,289 $ 787 $ 2,572 $ 1,586
Income from continuing operations attributable to Johnson Controls 749 618 1,913 1,454
Operating cash flow conversion 172  % 127  % 134  % 109  %
Cash provided by operating activities from continuing operations $ 1,289 $ 787 $ 2,572 $ 1,586
Capital expenditures (95) (94) (243) (304)
Free cash flow (non-GAAP) $ 1,194 $ 693 $ 2,329 $ 1,282
Income from continuing operations attributable to Johnson Controls $ 749 $ 618 $ 1,913 $ 1,454
Free cash flow conversion from net income (non-GAAP) 159  % 112  % 122  % 88  %

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

Three Months Ended
June 30,
Nine Months Ended
June 30,
(in millions) 2026 2025 2026 2025
Free cash flow (non-GAAP) $ 1,194 $ 693 $ 2,329 $ 1,282
Adjustments:
JC Capital cash provided (used) by operating activities (8) 34 (33) 111
Water systems AFFF settlement cash payments and insurance recoveries (7) (3) (165) 383
Prepaid IP royalties for divested businesses (29)
Impact from discontinued factoring program 1 15
Discrete tax payments 31
Adjusted free cash flow (non-GAAP) $ 1,179 $ 725 $ 2,133 $ 1,791
Adjusted net income attributable to JCI (non-GAAP) $ 868 $ 693 $ 2,145 $ 1,664
JC Capital net (income) loss 26 (8) 22 (4)
Adjusted net income attributable to JCI, excluding JC Capital (non-GAAP) $ 894 $ 685 $ 2,167 $ 1,660
Adjusted free cash flow conversion (non-GAAP) 132  % 106  % 98  % 108  %

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5. EBIT, Segment Profitability and Corporate Expense

The following table reconciles income from continuing operations before income taxes to EBIT and adjusted EBIT.

Three Months Ended June 30, Nine Months Ended June 30,
(in millions; unaudited) 2026 2025 2026 2025
Income from continuing operations:
Attributable to Johnson Controls $ 749  $ 618  $ 1,913  $ 1,454 
Attributable to noncontrolling interests —  — 
Income from continuing operations 752  618  1,920  1,454 
Less: Income tax provision (1)
165  87  443  160 
Income before income taxes 917  705  2,363  1,614 
Net financing charges 71  77  197  243 
EBIT $ 988  $ 782  $ 2,560  $ 1,857 
EBIT margin 14.9  % 12.9  % 13.8  % 10.8  %
Adjusting items:
Net mark-to-market adjustments 28  21  16 
Restructuring and impairment costs (80) (51) (224) (146)
Water systems AFFF insurance recoveries 17  148  13 
Transaction/separation costs (18) (9) (43) (27)
Transformation costs (80) (45) (197) (124)
Gain on divestiture —  —  70  — 
Adjusted EBIT (non-GAAP) $ 1,121  $ 865  $ 2,790  $ 2,134 
Adjusted EBIT margin (non-GAAP) 16.9  % 14.3  % 15.0  % 12.4  %

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

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The following tables reconcile Segment EBIT to Segment EBITA (non-GAAP) as reported and reconcile Segment EBIT and Segment EBITA (non-GAAP) as reported to adjusted Segment EBIT and Segment EBITA (non-GAAP) and adjusted Segment EBIT and Segment EBITA (non-GAAP) margin (unaudited):

Three Months Ended June 30,
(in millions)
Americas
EMEA
APAC
2026 2025 2026 2025 2026 2025
Sales $ 4,504  $ 4,042  $ 1,264  $ 1,273  $ 846  $ 737 
Segment EBIT 847  654  172  159  171  139 
Amortization 79  88  18 
Segment EBITA (non-GAAP) 926  742  179  177  175  143 
Adjusting items:
Transformation costs 25  — 
Adjusted Segment EBIT (non-GAAP) 872  658  174  161  175  139 
Adjusted Segment EBITA (non-GAAP) 951  746  181  179  179  143 
Segment EBIT margin % 18.8  % 16.2  % 13.6  % 12.5  % 20.2  % 18.9  %
Adjusted Segment EBIT margin % (non-GAAP) 19.4  % 16.3  % 13.8  % 12.6  % 20.7  % 18.9  %
Segment EBITA margin % (non-GAAP) 20.6  % 18.4  % 14.2  % 13.9  % 20.7  % 19.4  %
Adjusted Segment EBITA margin % (non-GAAP) 21.1  % 18.5  % 14.3  % 14.1  % 21.2  % 19.4  %

Nine Months Ended June 30,
(in millions)
Americas
EMEA
APAC
2026 2025 2026 2025 2026 2025
Sales $ 12,468  $ 11,506  $ 3,807  $ 3,631  $ 2,278  $ 2,017 
Segment EBIT 2,096  1,764  502  392  427  325 
Amortization 232  274  21  56  11  12 
Segment EBITA (non-GAAP) 2,328  2,038  523  448  438  337 
Adjusting items:
Transformation costs 57  13  — 
Adjusted Segment EBIT (non-GAAP) 2,153  1,770  515  394  431  325 
Adjusted Segment EBITA (non-GAAP) 2,385  2,044  536  450  442  337 
Segment EBIT margin % 16.8  % 15.3  % 13.2  % 10.8  % 18.7  % 16.1  %
Adjusted Segment EBIT margin % (non-GAAP) 17.3  % 15.4  % 13.5  % 10.9  % 18.9  % 16.1  %
Segment EBITA margin % (non-GAAP) 18.7  % 17.7  % 13.7  % 12.3  % 19.2  % 16.7  %
Adjusted Segment EBITA margin % (non-GAAP) 19.1  % 17.8  % 14.1  % 12.4  % 19.4  % 16.7  %

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The following table reconciles adjusted Segment EBITA (non-GAAP) to adjusted Segment EBITA margin (non-GAAP) (unaudited):

Three Months Ended
June 30,
Nine Months Ended
June 30,
(in millions) 2026 2025 2026 2025
Adjusted Segment EBITA (non-GAAP)
Americas $ 951  $ 746  $ 2,385  $ 2,044 
EMEA 181  179  536  450 
APAC 179  143  442  337 
Sales 6,614  6,052  18,553  17,154 
Adjusted Segment EBITA margin (non-GAAP) 19.8  % 17.6  % 18.1  % 16.5  %

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

Three Months Ended
June 30,
Nine Months Ended
June 30,
(in millions) 2026 2025 2026 2025
Corporate expense (GAAP) $ 167  $ 141  $ 475  $ 498 
Adjusting items:
Transaction/separation costs (18) (9) (43) (27)
Transformation costs (49) (39) (123) (116)
Adjusted Corporate expense (non-GAAP) $ 100  $ 93  $ 309  $ 355 

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 June 30,
Income from continuing operations attributable to JCI Diluted earnings
 per share
(in millions, except per share) 2026 2025 2026 2025
As reported (GAAP) $ 749  $ 618  $ 1.23  $ 0.94 
Adjusting items:
Net mark-to-market adjustments (28) (21) (0.05) (0.03)
Restructuring and impairment costs 80  51  0.13  0.08 
Water systems AFFF insurance recoveries (17) (1) (0.03) — 
Transaction/separation costs 18  0.03  0.01 
Transformation costs 80  45  0.13  0.07 
Related tax impact (14) (8) (0.02) (0.01)
Adjusted (non-GAAP)* $ 868  $ 693  $ 1.42  $ 1.05 
* May not sum due to rounding

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Nine Months Ended June 30,
Income from continuing operations attributable to JCI Diluted earnings
 per share
(in millions, except per share) 2026 2025 2026 2025
As reported (GAAP) $ 1,913  $ 1,454  $ 3.12  $ 2.20 
Adjusting items:
Net mark-to-market adjustments (16) (7) (0.03) (0.01)
Restructuring and impairment costs 224  146  0.37  0.22 
Water systems AFFF insurance recoveries (148) (13) (0.24) (0.02)
Transaction/separation costs 43  27  0.07  0.04 
Transformation costs 197  124  0.32  0.19 
Gain on divestiture (70) —  (0.11) — 
Discrete tax items 11  (36) 0.02  (0.05)
Related tax impact (9) (31) (0.01) (0.05)
Adjusted (non-GAAP)* $ 2,145  $ 1,664  $ 3.50  $ 2.52 
* 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
June 30,
Nine Months Ended
June 30,
2026 2025 2026 2025
Weighted average shares outstanding
Basic weighted average shares outstanding 608  655 610  659
Effect of dilutive securities:
Stock options, unvested restricted stock and unvested performance share awards
Diluted weighted average shares outstanding 610  657  612  661 

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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) June 30, 2026 March 31, 2026 June 30, 2025
Short-term debt $ 865  $ 882  $ 1,277 
Current portion of long-term debt 311  28  570 
Long-term debt 8,299  8,613  8,446 
Total debt 9,475  9,523  10,293 
Less: cash and cash equivalents 641  698  731 
Net debt $ 8,834  $ 8,825  $ 9,562 
Last twelve months income before income taxes $ 2,718  $ 2,506  $ 2,262 
Net debt to income before income taxes 3.3 x 3.5 x 4.2 x
Last twelve months adjusted EBITDA (non-GAAP) $ 4,553  $ 4,325  $ 3,843 
Net debt to adjusted EBITDA (non-GAAP) 1.9x 2.0x 2.5x

The following table reconciles income from continuing operations to adjusted EBIT and adjusted EBITDA (unaudited):
Twelve Months Ended
(in millions) June 30, 2026 March 31, 2026 June 30, 2025
Income from continuing operations $ 2,190  $ 2,056  $ 1,992 
Income tax provision 528  450  270 
Income before income taxes 2,718  2,506  2,262 
Net financing charges 273  279  339 
EBIT 2,991  2,785  2,601 
Adjusting items:
Net mark-to-market adjustments (3) (12)
Restructuring and impairment costs 624  595  279 
Water systems AFFF insurance recoveries (174) (158) (29)
Transaction/separation costs 55  46  44 
Transformation costs 253  218  124 
ERP asset - accelerated depreciation 102  102  — 
Loss (gain) on divestiture (70) (70) 42 
EMEA joint venture loss
—  —  17 
Adjusted EBIT (non-GAAP) 3,778  3,522  3,066 
Depreciation and amortization 775  803  777 
Adjusted EBITDA (non-GAAP) $ 4,553  $ 4,325  $ 3,843 

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 and nine months ending June 30, 2026 and approximately 12% for the three and nine months ending June 30, 2025.
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