8-K
Johnson Controls International plc (JCI)
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 5, 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 quarterly financial information that reflects its segment realignment. 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 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 Annual Report on Form 10-K for the fiscal year ended September 30, 2024, which was filed with the Securities and Exchange Commission on November 19, 2024, and subsequent Quarterly Reports on Form 10-Q.
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 5, 2025 | By: | /s/ Richard J. Dancy | |
| Name: | Richard J. Dancy | ||
| Title: | Vice President and Corporate Secretary |
Document
Exhibit 99.1
Unaudited Historical Financial Information
The following tables include unaudited historical summary financial information reflecting the realignment of the Company's operating segment results on a continuing operations basis (in millions):
| Net Sales | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||||||||||||||||||
| Q1 | Q1 | Q2 | Q3 | Q4 | Full Year | Q1 | Q2 | Q3 | Q4 | Full Year | ||||||||||||
| Americas | $ | 3,627 | $ | 3,472 | $ | 3,834 | $ | 4,035 | $ | 4,265 | $ | 15,606 | $ | 3,321 | $ | 3,598 | $ | 3,736 | $ | 3,874 | $ | 14,529 |
| EMEA | 1,157 | 1,099 | 1,164 | 1,177 | 1,180 | 4,620 | 1,069 | 1,163 | 1,163 | 1,096 | 4,491 | |||||||||||
| APAC | 642 | 638 | 599 | 686 | 803 | 2,726 | 765 | 785 | 878 | 883 | 3,311 | |||||||||||
| Total Net Sales | $ | 5,426 | $ | 5,209 | $ | 5,597 | $ | 5,898 | $ | 6,248 | $ | 22,952 | $ | 5,155 | $ | 5,546 | $ | 5,777 | $ | 5,853 | $ | 22,331 |
| Segment EBITA | ||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||||||||||||||||||
| Q1 | Q1 | Q2 | Q3 | Q4 | Full Year | Q1 | Q2 | Q3 | Q4 | Full Year | ||||||||||||
| Americas | $ | 589 | $ | 475 | $ | 574 | $ | 804 | $ | 826 | $ | 2,679 | $ | 478 | $ | 551 | $ | 641 | $ | 673 | $ | 2,343 |
| EMEA | 136 | 110 | 133 | 154 | 164 | 561 | 104 | 95 | 108 | 111 | 418 | |||||||||||
| APAC | 90 | 93 | 99 | 128 | 158 | 478 | 127 | 123 | 182 | 177 | 609 | |||||||||||
| Adjusted Segment EBITA (non-GAAP) | ||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||||||||||||||||||
| Q1 | Q1 | Q2 | Q3 | Q4 | Full Year | Q1 | Q2 | Q3 | Q4 | Full Year | ||||||||||||
| Americas | $ | 589 | $ | 475 | $ | 593 | $ | 743 | $ | 826 | $ | 2,637 | $ | 518 | $ | 521 | $ | 641 | $ | 673 | $ | 2,353 |
| EMEA | 136 | 110 | 137 | 154 | 181 | 582 | 104 | 95 | 108 | 111 | 418 | |||||||||||
| APAC | 90 | 93 | 102 | 128 | 158 | 481 | 127 | 123 | 182 | 177 | 609 |
The following tables reconcile Segment EBITA as reported to the comparable adjusted Segment EBITA amounts (in millions):
| Americas | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||||||||||||||||||
| Q1 | Q1 | Q2 | Q3 | Q4 | Full Year | Q1 | Q2 | Q3 | Q4 | Full Year | ||||||||||||
| Segment EBITA | $ | 589 | $ | 475 | $ | 574 | $ | 804 | $ | 826 | $ | 2,679 | $ | 478 | $ | 551 | $ | 641 | $ | 673 | $ | 2,343 |
| Adjusting items: | ||||||||||||||||||||||
| Earn-out adjustments | — | — | (7) | (61) | — | (68) | — | (30) | — | — | (30) | |||||||||||
| Uninsured warehouse fire loss | — | — | — | — | — | — | 40 | — | — | — | 40 | |||||||||||
| Product quality costs | — | — | 26 | — | — | 26 | — | — | — | — | — | |||||||||||
| Adjusted Segment EBITA (non-GAAP) | $ | 589 | $ | 475 | $ | 593 | $ | 743 | $ | 826 | $ | 2,637 | $ | 518 | $ | 521 | $ | 641 | $ | 673 | $ | 2,353 |
| EMEA | ||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||||||||||||||||||
| Q1 | Q1 | Q2 | Q3 | Q4 | Full Year | Q1 | Q2 | Q3 | Q4 | Full Year | ||||||||||||
| Segment EBITA | $ | 136 | $ | 110 | $ | 133 | $ | 154 | $ | 164 | $ | 561 | $ | 104 | $ | 95 | $ | 108 | $ | 111 | $ | 418 |
| Adjusting items: | ||||||||||||||||||||||
| EMEA joint venture loss | — | — | — | — | 17 | 17 | — | — | — | — | — | |||||||||||
| Product quality costs | — | — | 4 | — | — | 4 | — | — | — | — | — | |||||||||||
| Adjusted Segment EBITA (non-GAAP) | $ | 136 | $ | 110 | $ | 137 | $ | 154 | $ | 181 | $ | 582 | $ | 104 | $ | 95 | $ | 108 | $ | 111 | $ | 418 |
| APAC | ||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||||||||||||||||||
| Q1 | Q1 | Q2 | Q3 | Q4 | Full Year | Q1 | Q2 | Q3 | Q4 | Full Year | ||||||||||||
| Segment EBITA | $ | 90 | $ | 93 | $ | 99 | $ | 128 | $ | 158 | $ | 478 | $ | 127 | $ | 123 | $ | 182 | $ | 177 | $ | 609 |
| Adjusting items: | ||||||||||||||||||||||
| Product quality costs | — | — | 3 | — | — | 3 | — | — | — | — | — | |||||||||||
| Adjusted Segment EBITA (non-GAAP) | $ | 90 | $ | 93 | $ | 102 | $ | 128 | $ | 158 | $ | 481 | $ | 127 | $ | 123 | $ | 182 | $ | 177 | $ | 609 |
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 tables above, the following items were excluded from adjusted segment EBITA:
•Earn-out adjustments relate to earn-out liabilities associated with certain significant acquisitions and may have a favorable or unfavorable impact on results.
•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.
•EMEA joint venture loss relates to certain non-recurring losses associated with the equity method accounting of a joint venture company.
•Uninsured warehouse fire loss reflects clean up costs and inventory losses attributable to a fire at a warehouse in Menominee, Michigan.
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 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.
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