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Item 2 — Management's Discussion and Analysis
Johnson Controls International Plc · 10-Q · Q3 FY2026 · Period ended Jun 30, 2026
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Cautionary Statements for Forward-Looking Information
Unless otherwise indicated, references to "Johnson Controls," the "Company," "we," "our" and "us" in this Quarterly Report on Form 10-Q refer to Johnson Controls International plc and its consolidated subsidiaries.
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.
Overview
Johnson Controls International plc, headquartered in Cork, Ireland, is a global leader in thermal management, mission-critical building systems, energy efficiency, and decarbonization. The Company helps customers create, maintain, and optimize indoor operating environments that use energy more productively, reduce carbon emissions, and support the precise, reliable and
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resilient operating conditions in rapidly expanding industries such as data centers, healthcare, pharmaceuticals, advanced manufacturing, and higher education.
The Company is a fully integrated industrial technology company that engineers, manufactures, commissions and retrofits building products and systems, including commercial heating, ventilating, air-conditioning ("HVAC") equipment, industrial refrigeration systems, controls, security systems, fire-detection systems and fire-suppression solutions. The Company further serves customers by providing technical services through a large global field workforce and service network along with its system integration expertise and managing the full lifecycle of critical indoor environments — from design and commissioning through ongoing service and retrofit. Combining its broad product portfolio, digital capabilities, direct channel and lifecycle service expertise, the Company partners with customers to address distinct and diverse operating environments, regulatory requirements, and the critical operational needs of their facilities.
The following information should be read in conjunction with the September 30, 2025 consolidated financial statements and notes thereto, along with management’s discussion and analysis of financial condition and results of operations included in the Company's Annual Report on Form 10-K for the year ended September 30, 2025 filed with the SEC on November 14, 2025. References in the following discussion and analysis to "Three Months," "Third Quarter" or similar language refer to the three months ended June 30, 2026 compared to the three months ended June 30, 2025, while "Year-to-Date" refers to nine months ended June 30, 2026 compared to the nine months ended June 30, 2025.
Macroeconomic Trends
Much of the demand for the Company’s products, services and solutions is driven by commercial, institutional, industrial, data center and governmental construction, industrial facility expansion, retrofit activity, maintenance projects and other capital investments in buildings within the sectors that the Company serves. Construction and other capital investment projects are heavily dependent on general economic conditions, localized demand for real estate and availability of credit, public funding or other sources of financing. In addition, most real estate developers rely heavily on project financing in order to initiate and complete projects. Positive or negative fluctuations in these dependencies could have a corresponding impact on the Company’s financial condition, results of operations and cash flows.
The Company maintains global operations. The Company has experienced, and could again experience, increased material cost inflation and component shortages, as well as disruptions and delays in its supply chain, as a result of global macroeconomic trends including the imposition of tariffs and other restrictive trade measures. The United States has announced tariffs and reciprocal tariffs on a wide range of products manufactured or produced worldwide, including Canada, China, the European Union, Japan, India and Mexico, among others. Several countries have similarly announced reciprocal or other tariffs impacting products manufactured or produced in the United States. In addition, the United States and other nations have, and may in the future, pause, reimpose, decrease or increase tariffs. Although the Company has been largely able to mitigate the impact of tariffs that have been enacted to date, if additional tariffs and reciprocal tariffs are implemented (whether as currently proposed or otherwise), such actions could negatively impact the Company's revenue growth and margins in future periods through decreased sales and increased cost of goods sold. In February 2026, certain tariffs imposed under the International Emergency Economic Powers Act ("IEEPA"), were invalidated by the U.S. Supreme Court. However, the United States has since imposed new tariffs and duties in their place. The Company is participating in the IEEPA refund process. To date, the tariffs enacted by the United States and other countries and refunds claimed under the IEEPA refund process have not had a material impact on the Company's financial performance for the periods presented.
Geopolitical and economic tensions, including the ongoing conflicts in the Middle East, have the potential to cause disruptions in global supply chains, increase costs and create overall volatility. The ongoing conflicts in the Middle East have disrupted energy supplies and supply chains, increased costs for energy and other supplies and created volatility in the capital markets, among other impacts. The continued net effect of these events will continue to depend on the Company’s ability to successfully mitigate and offset their impacts.
The Company is taking actions to mitigate the actual and anticipated impact of ongoing trade restrictions and geopolitical conflict, including strengthening the Company's in region, for region manufacturing strategy, pivoting to local sourcing in its supply chain, accelerating pricing actions and asserting contractual rights through change orders. The Company has historically taken a variety of actions to mitigate trade restrictions, supply chain disruptions and inflation, including through expanding and redistributing its supplier network, supplier financing, accelerated purchasing and productivity improvements. These actions have largely been successful in mitigating the impacts of the current macroeconomic environment, however, it is uncertain as to whether the actions taken or contemplated to be taken by the Company will be effective in continuing to mitigate the impact of
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current and future trade restrictions and their related impacts. The Company continues to actively monitor and evaluate the development and potential impacts of tariffs, trade restrictions and geopolitical conflicts on its supply chain and results of operations.
As a result of the Company’s global presence, a significant portion of its revenues and expenses are denominated in currencies other than the U.S. dollar, which results in non-U.S. currency risks and exchange exposure. While the Company employs financial instruments to hedge some of its transactional foreign exchange exposure, these activities do not insulate it completely from those exposures. In addition, currency exposure from the translation of non-U.S. dollar functional currency subsidiaries cannot be hedged. Exchange rates can be volatile and a substantial weakening or strengthening of foreign currencies against the U.S. dollar could increase or reduce the Company’s profit margin, respectively, and impact the comparability of results from period to period.
The Company continues to observe trends demonstrating increased interest and demand for its products and services that enable smart, efficient and sustainable buildings, which are driven in part by increased maturity and adoption of AI and high-performance computing is currently impacting the microchip and data center industry and driving technology innovation, which has led to increased demand for hyperscale and data center cooling solutions that deliver heat management and energy efficiency. This trend has contributed to increases in the Company’s orders and backlog. In addition, the Company continues to observe increased demand driven by government tax incentives, building performance standards and other regulations designed to limit emissions and combat climate change. In particular, legislative and regulatory initiatives such as the EU Energy Efficiency Directive, EU Heat Transition, U.S. Inflation Reduction Act and EU Energy Performance of Buildings Directive include provisions designed to fund and encourage investment in decarbonization and digital technologies for buildings. This demand is supplemented by commitments in both the public and private sectors to reduce emissions and/or achieve net zero emissions. The Company seeks to capitalize on these trends to enable delivery of sustainable, high-efficiency products and tailored services to empower customers to achieve their sustainability, heat management and energy efficiency goals. The Company is leveraging its install base, together with data-driven products and services, to offer outcome-based solutions to customers with a focus on generating accelerated growth in services and recurring revenue.
The extent to which the Company’s results of operations and financial condition are impacted by these and other factors in the future will depend on developments that are highly uncertain and cannot be predicted. See 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. Certain of these risk factors have been updated and supplemented in Part II, Item 1A of this Quarterly Report on Form 10-Q.
Net Sales
Three Months Ended June 30, Nine Months Ended June 30,
(in millions) 2026 2025 Change 2026 2025 Change
Net sales $ 6,614 $ 6,052 9 % $ 18,553 $ 17,154 8 %
The increase in net sales for the three months ended June 30, 2026 was due to higher organic sales ($582 million) and the favorable impact of foreign currency translation ($26 million), partially offset by the impact of divestitures ($46 million). Excluding the impact of foreign currency translation and business divestitures, net sales increased 10% over the prior year, driven by growth across all segments, led by strength in Applied HVAC and continued growth across both Products and Systems and Services. Products and Systems sales increased 11% and Services increased 7%.
The increase in net sales for the nine months ended June 30, 2026 was due to higher organic sales ($1,253 million) and the favorable impact of foreign currency translation ($226 million), partially offset by the net impact of acquisitions and divestitures ($80 million). Excluding the impact of foreign currency translation and business acquisitions and divestitures, net sales increased 7% over the prior year, driven by growth across all segments, led by strength in Applied HVAC and growth across both Products and Systems and Services. Products and Systems and Services sales both increased 7%.
Refer to the "Segment Analysis" below within this Item 2 for a discussion of net sales by segment.
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Cost of Sales / Gross Profit
Three Months Ended June 30, Nine Months Ended June 30,
(in millions) 2026 2025 Change 2026 2025 Change
Cost of sales $ 4,140 $ 3,806 9 % $ 11,743 $ 10,913 8 %
Gross profit 2,474 2,246 10 % 6,810 6,241 9 %
% of sales 37.4 % 37.1 % 30 bp 36.7 % 36.4 % 30 bp
The increase in gross profit for the three and nine months ended June 30, 2026 was primarily due to organic sales growth, productivity improvements and better operating leverage.
Refer to the "Segment Analysis" below within this Item 2 for a discussion of segment earnings.
Selling, General and Administrative Expenses ("SG&A")
Three Months Ended June 30, Nine Months Ended June 30,
(in millions) 2026 2025 Change 2026 2025 Change
SG&A $ 1,407 $ 1,417 (1 %) $ 4,029 $ 4,243 (5 %)
% of sales 21.3 % 23.4 % (210) bp 21.7 % 24.7 % (300) bp
The decrease in SG&A for the three months ended June 30, 2026 was primarily due to AFFF insurance recoveries related to the previously disclosed water systems settlement ($16 million).
The decrease in SG&A for the nine months ended June 30, 2026 was primarily due to AFFF insurance recoveries related to the previously disclosed water systems settlement ($135 million), the gain on the ADT Mexico business divestiture ($70 million) and benefits from ongoing cost actions.
Refer to the "Segment Analysis" below within this Item 2 for a discussion of segment earnings. Refer to Note 18, "Commitments and Contingencies," of the notes to the consolidated financial statements for further disclosure related to the water systems AFFF settlement.
Restructuring and Impairment Costs
During the fourth quarter of fiscal 2024, the Company committed to a multi-year restructuring plan to address stranded costs and further right-size global operations as a result of previously announced portfolio simplification actions.
It is expected that the plan will be completed in fiscal 2027 and the Company will incur one-time restructuring costs, including severance and other employee termination benefits, contract termination costs, and certain other related cash and non-cash charges, totaling approximately $400 million, resulting in expected annual cost savings of approximately $500 million upon full completion of the plan. Restructuring costs will be incurred across all segments and Corporate functions.
Three Months Ended June 30, Nine Months Ended June 30,
(in millions) 2026 2025 2026 2025
Restructuring and related costs $ 45 $ 49 $ 118 $ 122
Other impairments 35 2 106 24
Restructuring and impairment costs $ 80 $ 51 $ 224 $ 146
Refer to Note 3, "Acquisitions and Divestitures" and Note 14, "Restructuring and Related Costs," of the notes to the consolidated financial statements for further disclosure related to the Company's restructuring actions and impairment costs.
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Net Financing Charges
Refer to Note 9, "Debt and Financing Arrangements," of the notes to the consolidated financial statements for further disclosure related to the Company's net financing charges and debt.
Income Tax Provision
Three Months Ended June 30, Nine Months Ended June 30,
(in millions) 2026 2025 2026 2025
Income tax provision $ 165 $ 87 $ 443 $ 160
Effective tax rate 18.0 % 12.3 % 18.7 % 9.9 %
Refer to Note 15, "Income Taxes" of the notes to the consolidated financial statements for further disclosure related to the Company's income taxes.
Segment Analysis
The Chief Executive Officer, the Company’s chief operating decision maker ("CODM"), evaluates the performance of its segments and allocates resources based on two profitability measures, Segment EBIT and Segment EBITA (non-GAAP):
•Segment earnings before interest and taxes (“Segment EBIT”) represents segment income from continuing operations, excluding restructuring and impairment costs, AFFF related settlement costs and insurance recoveries, gains or losses on divestitures, and net mark-to-market gains and losses related to pension and postretirement plans and restricted asbestos investments. Segment EBIT is used as a tool to allow the CODM to evaluate the recurring profitability of the segments, including revenues and expenses that are within the operational control of the segments, and excluding the impact of certain non-cash and non-recurring items. Segment EBIT also provides the CODM with visibility into the integration of key strategic initiatives, such as acquisitions and mergers.
•Segment earnings before interest, taxes and amortization ("Segment EBITA") (non-GAAP) represents Segment EBIT, excluding the impact of amortization of intangible assets. Segment EBITA provides the CODM with performance comparability across periods and more accurate benchmarking against peer companies that may not have similar historical acquisition activity, by holding constant the impact of significant acquisitions.
Both Segment EBIT and Segment EBITA are reviewed by the CODM and compared against the profit plan and forecast for the current and prior year. Segment EBITA is not defined under GAAP and may not be comparable to similarly titled measures used by other companies.
Net Sales
Three Months Ended June 30, Nine Months Ended June 30,
(in millions) 2026 2025 Change 2026 2025 Change
Americas $ 4,504 $ 4,042 11 % $ 12,468 $ 11,506 8 %
EMEA 1,264 1,273 (1 %) 3,807 3,631 5 %
APAC 846 737 15 % 2,278 2,017 13 %
$ 6,614 $ 6,052 9 % $ 18,553 $ 17,154 8 %
Three Months:
•The increase in Americas was due to organic growth ($454 million) and the favorable impact of foreign currency translation ($8 million). Excluding the impact of foreign currency translation, sales increased 11%, led by continued strength across Applied HVAC. Products and Systems sales increased 12% and Services increased 10%.
•The decrease in EMEA was due to the impact of divestitures ($41 million), partially offset by organic growth ($17 million) and the favorable impact of foreign currency translation ($15 million). Excluding the impact of foreign
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currency translation and divestitures, sales increased 1%, as growth was constrained by continued pressure in the region due to the conflicts in the Middle East. Both Products and Systems sales and Services increased 1%.
•The increase in APAC was due to organic growth ($111 million) and the favorable impact of foreign currency translation ($3 million), partially offset by the impact of divestitures ($5 million). Excluding the impact of foreign currency translation, sales increased 15%, led by 20% growth in Products and Systems and continued strength in Applied HVAC.
Year to Date:
•The increase in Americas was due to organic growth ($924 million) and foreign currency translation ($38 million). Excluding the impact of foreign currency translation, sales increased 8%, led by continued strength across Applied HVAC. Products and Systems sales increased 7% and Services increased 10%.
•The increase in EMEA was due to the favorable impact of foreign currency translation ($169 million) and organic growth ($82 million), partially offset by the net impact of business acquisitions and divestitures ($75 million). Excluding the impact of foreign currency translation and business acquisitions and divestitures, sales increased 2%, as growth was constrained by pressure in the region due to the conflicts in the Middle East. Products and Systems sales increased 2% and Services increased 3%.
•The increase in APAC was due to organic growth ($247 million) and foreign currency translation ($19 million), partially offset by the impact of divestitures ($5 million). Excluding the impact of foreign currency translation, sales increased 12%, led by 16% growth in Products and Systems continued strength in Applied HVAC.
Segment EBIT and Segment EBITA (non-GAAP)
Segment EBITThree Months Ended June 30, Segment EBITNine Months Ended June 30,
(in millions) 2026 2025 Change 2026 2025 Change
Americas $ 847 $ 654 30 % $ 2,096 $ 1,764 19 %
EMEA 172 159 8 % 502 392 28 %
APAC 171 139 23 % 427 325 31 %
Segment EBITA (non-GAAP)Three Months Ended June 30, Segment EBITA (non-GAAP)Nine Months Ended June 30,
(in millions) 2026 2025 Change 2026 2025 Change
Americas $ 926 $ 742 25 % $ 2,328 $ 2,038 14 %
EMEA 179 177 1 % 523 448 17 %
APAC 175 143 22 % 438 337 30 %
Three Months:
•The increase in Americas was primarily driven by strong operating leverage on higher revenue.
•The increase in EMEA was primarily driven by favorable pricing and productivity improvements, partially offset by the impact of business divestitures.
•The increase in APAC was primarily driven by productivity improvements, favorable business mix and higher revenues.
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Year to Date:
•The increase in Americas was primarily driven by favorable pricing, productivity improvements and increased volumes.
•The increase in EMEA was primarily driven by productivity improvements and favorable pricing, partially offset by the impact of business divestitures.
•The increase in APAC was primarily driven by increased volumes and productivity improvements.
A reconciliation of income from continuing operations before income taxes to Segment EBIT and Segment EBITA (non-GAAP) is as follows (in millions):
Three Months Ended June 30, Nine Months Ended June 30,
2026 2025 2026 2025
Income from continuing operations before income taxes $ 917 $ 705 $ 2,363 $ 1,614
Corporate expenses 167 141 475 498
Restructuring and impairment costs 80 51 224 146
Water systems AFFF insurance recoveries (1) (17) (1) (148) (13)
Net financing charges 71 77 197 243
Gain on divestiture — — (70) —
Net mark-to-market adjustments (28) (21) (16) (7)
Segment EBIT 1,190 952 3,025 2,481
Amortization of intangible assets 90 110 264 342
Segment EBITA (non-GAAP) $ 1,280 $ 1,062 $ 3,289 $ 2,823
Orders and Backlog
Orders and backlog are additional metrics that are meant to provide management with a deeper level of insight into the progress of specific strategic and growth initiatives. Orders provide management with a signal of customer demand for the Company's products and services, as well as an indication of future revenues and performance. The Company believes backlog is a useful measure for evaluating its operational performance and relationship to total orders. However, the timing and conversion of orders and backlog are subject to numerous uncertainties and risks and are not necessarily indicative of the amount of revenue to be earned in the upcoming fiscal year.
The following table summarizes orders and backlog by segment:
Orders Backlog
(in billions) Three Months Ended June 30, 2026 Year-over-Year Change (1) June 30, 2026 Year-over-Year Change (1)
Americas $ 4.8 37 % $ 15.9 40 %
EMEA 1.2 6 % 3.1 14 %
APAC 0.8 12 % 2.0 12 %
Total $ 6.8 27 % $ 21.0 32 %
(1) Change is compared to the three months ended June 30, 2025 (orders) and June 30, 2025 (backlog) and excludes the impact of acquisitions, divestitures and foreign currency.
Orders
Orders increased 27%, reflecting sustained demand in large projects across the Company's core markets, including the Company's solutions for large-scale data center projects.
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•The 37% increase in orders for Americas was led by 55% growth in Products and Systems and 4% growth in Services.
•The 6% increase in orders for EMEA was led by 7% growth in Products and Systems and 4% growth in Services.
•The 12% increase in orders for APAC was due to 17% growth in Products and Systems and 1% growth in Services.
Backlog
Backlog increased 32%, reflecting sustained orders growth and led by growth in Products and Systems.
•The 40% increase in backlog for Americas was led by 47% growth in Products and Systems, partially offset by a 1% decrease in Services.
•The 14% increase in backlog for EMEA was due to 19% growth in Services and 13% growth in Products and Systems.
•The 12% increase in backlog for APAC was due to 12% growth in Products and Systems and 9% growth in Services.
Remaining performance obligations were $27.1 billion at June 30, 2026. Differences between the Company’s remaining performance obligations and backlog are primarily due to:
•Remaining performance obligations include large, multi-purpose contracts to construct hospitals, schools and other governmental buildings, which are services to be performed over the building's lifetime with average initial contract terms of 25 to 35 years for the entire term of the contract versus backlog which includes only the lifecycle period of these contracts which approximates five years;
•Remaining performance obligations exclude service contracts with an original expected duration of one year or less and contracts that are cancellable without substantial penalty versus backlog which includes short-term and cancellable contracts; and
•Remaining performance obligations include the full remaining term of service contracts with substantial termination penalties versus backlog which includes only one year for all outstanding service contracts.
Liquidity and Capital Resources
Working Capital
(in millions) June 30, 2026 September 30, 2025 Change
Current assets $ 11,281 $ 10,162
Current liabilities 11,283 10,941
Working capital $ (2) $ (779) (100) %
Accounts receivable - net $ 6,970 $ 6,269 11 %
Inventories 1,955 1,820 7 %
Accounts payable 3,917 3,614 8 %
The increase in working capital at June 30, 2026 as compared to September 30, 2025 was primarily due to increases in cash and accounts receivable and decreases in accrued compensation and the current portion of long-term debt, partially offset by increases in deferred revenue and accounts payable.
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Cash Flows From Continuing Operations
Nine Months Ended June 30,
(in millions) 2026 2025
Cash provided by operating activities $ 2,572 $ 1,586
Cash used by investing activities (235) (302)
Cash used by financing activities (1,946) (1,111)
The increase in cash provided by operating activities primarily reflects higher net income and favorable changes in accounts payable and accrued liabilities and other assets, partially offset by higher accounts receivable.
The change in investing activities was primarily due to proceeds from the ADT Mexico and ADT Spain divestitures and a decrease in capital expenditures, partially offset by the acquisitions of Alloy Enterprises and Nantum AI.
The increase in cash used by financing activities was primarily due to changes in net debt activity, partially offset by lower stock repurchases.
Capitalization
(in millions) June 30, 2026 September 30, 2025
Short-term debt $ 865 $ 723
Current portion of long-term debt 311 566
Long-term debt 8,299 8,591
Total debt 9,475 9,880
Less: Cash and cash equivalents 641 379
Net debt $ 8,834 $ 9,501
Shareholders’ equity attributable to Johnson Controls ordinary shareholders ("Equity") $ 13,482 $ 12,927
Total capitalization (Total debt plus Equity) 22,957 22,807
Net capitalization (Net debt plus Equity) 22,316 22,428
Total debt as a % of Total capitalization 41.3 % 43.3 %
Net debt as a % of Net capitalization 39.6 % 42.4 %
•Net debt and net debt as a percentage of net capitalization are non-GAAP financial measures. The Company believes the percentage of net debt to net capitalization is useful to understanding the Company’s financial condition as it provides a view of the extent to which the Company relies on external debt financing for its funding and is a measure of risk to its shareholders.
•The Company completed its previously announced accelerated share repurchase ("ASR") program in the second quarter of fiscal 2026 and resumed open market repurchases after final settlement of the ASR transactions. In total, the Company invested $5.0 billion to repurchase 43,693,817 shares at an average price of $114.43 per share. As of June 30, 2026, approximately $3.9 billion remains available under the Company's share repurchase authorization, which does not have an expiration date and may be amended or terminated by the Board of Directors at any time without prior notice. The Company expects to repurchase outstanding shares from time to time depending on market conditions, alternate uses of capital, liquidity, and the economic environment.
•The Company declared a dividend of $0.40 per common share in the quarter ended June 30, 2026 and intends to continue paying dividends throughout fiscal 2026.
•The Company believes its capital resources and liquidity position, including cash and cash equivalents of $641 million at June 30, 2026, are adequate to fund operations and meet its cash obligations for the foreseeable future.
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–The Company manages its short-term debt position in the U.S. and euro commercial paper and bank loan markets. Commercial paper outstanding totaled $200 million as of June 30, 2026 and $400 million as of September 30, 2025.
–The Company maintains a shelf registration statement with the SEC under which it may issue additional debt securities, ordinary shares, preferred shares, depository shares, warrants, purchase contracts and units that may be offered in one or more offerings on terms to be determined at the time of the offering. The Company anticipates that the proceeds of any offering would be used for general corporate purposes, including repayment of indebtedness, acquisitions, additions to working capital, repurchases of ordinary shares, dividends, capital expenditures and investments in the Company's subsidiaries.
–The Company also has the ability to draw on its $2.5 billion revolving credit facility which is scheduled to expire in December 2028. There were no draws on the revolving credit facility as of June 30, 2026 and September 30, 2025.
•The Company's ability to access the global capital markets and the related cost of financing is dependent upon, among other factors, the Company's credit ratings. As of June 30, 2026, the Company's credit ratings and outlook were as follows:
Rating Agency Short-Term Rating Long-Term Rating Outlook
S&P A-2 BBB+ Stable
Moody's P-2 Baa1 Stable
The security ratings set forth above are issued by unaffiliated third party rating agencies and are not a recommendation to buy, sell or hold securities. The ratings may be subject to revision or withdrawal by the assigning rating organization at any time.
•Financial covenants in the Company's revolving credit facilities require a minimum consolidated shareholders’ equity attributable to Johnson Controls of at least $3.5 billion at all times. The revolving credit facility also limits the amount of debt secured by liens that may be incurred to a maximum aggregated amount of 10% of consolidated shareholders’ equity attributable to Johnson Controls for liens and pledges. For purposes of calculating these covenants, consolidated shareholders’ equity attributable to Johnson Controls is calculated without giving effect to (i) the application of Accounting Standards Codification ("ASC") 715-60, "Defined Benefit Plans - Other Postretirement," or (ii) the cumulative foreign currency translation adjustment. As of June 30, 2026, the Company was in compliance with all covenants and other requirements set forth in its credit agreements and the indentures governing its notes, and expects to remain in compliance for the foreseeable future. None of the Company’s debt agreements limit access to stated borrowing levels or require accelerated repayment in the event of a decrease in the Company's credit rating.
•The Company earns a significant amount of its income outside of the parent company. Outside basis differences in these subsidiaries are deemed to be permanently reinvested except in limited circumstances. The Company currently does not intend nor foresee a need to repatriate undistributed earnings included in the outside basis differences other than in tax efficient manners. The Company's intent is to reduce basis differences only when it would be tax efficient. The Company expects existing U.S. cash and liquidity to continue to be sufficient to fund the Company’s U.S. operating activities and cash commitments for investing and financing activities for at least the next twelve months and thereafter for the foreseeable future. In the U.S., should the Company require more capital than is generated by its operations, the Company could elect to raise capital in the U.S. through debt or equity issuances. The Company has borrowed funds in the U.S. and continues to have the ability to borrow funds in the U.S. at reasonable interest rates. In addition, the Company expects existing non-U.S. cash, cash equivalents, short-term investments and cash flows from operations to continue to be sufficient to fund the Company’s non-U.S. operating activities and cash commitments for investing activities, such as material capital expenditures, for at least the next twelve months and thereafter for the foreseeable future. Should the Company require more capital at its Luxembourg and Ireland holding and financing entities, other than amounts that can be provided in tax efficient methods, the Company could also elect to raise capital through debt or equity issuances. These alternatives could result in increased interest expense or other dilution of the Company’s earnings.
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•The Company may from time to time purchase its outstanding debt through open market purchases, privately negotiated transactions or otherwise. Purchases or retirement of debt, if any, will depend on prevailing market conditions, liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Co-Issued Securities: Summarized Financial Information
The following information is provided in compliance with Rule 13-01 of Regulation S-X under the Securities Exchange Act of 1934 with respect to the following unsecured, unsubordinated senior notes (collectively, (the “Notes”) which were issued by Johnson Controls International plc (“Parent Company”) and Tyco Fire & Security Finance S.C.A. (“TFSCA”):
•€500 million aggregate principal amount of 0.375% Senior Notes due September 2027
•€600 million aggregate principal amount of 3.000% Senior Notes due September 2028
•$700 million aggregate principal amount of 5.500% Senior Notes due April 2029
•$625 million aggregate principal amount of 1.750% Senior Notes due September 2030
•$500 million aggregate principal amount of 2.000% Sustainability-Linked Senior Notes due September 2031
•€500 million aggregate principal amount of 1.000% Senior Notes due September 2032
•$650 million aggregate principal amount of 4.900% Senior Notes due December 2032
•€500 million aggregate principal amount of 3.125% Senior Notes due December 2033
•€800 million aggregate principal amount of 4.250% Senior Notes due May 2035
TFSCA is a corporate partnership limited by shares (société en commandite par actions) incorporated and organized under the laws of the Grand Duchy of Luxembourg (“Luxembourg”) and is a wholly-owned consolidated subsidiary of the Company that is 99.924% owned directly by the Parent Company and 0.076% owned by TFSCA’s sole general partner and manager, Tyco Fire & Security S.à r.l., which is itself wholly-owned by the Company. The Parent Company is incorporated and organized under the laws of Ireland. TFSCA is incorporated and organized under the laws of Luxembourg. The bankruptcy, insolvency, administrative, debtor relief and other laws of Luxembourg or Ireland, as applicable, may be materially different from, or in conflict with, those of the United States, including in the areas of rights of creditors, priority of governmental and other creditors, ability to obtain post-petition interest and duration of the proceeding. The application of these laws, or any conflict among them, could adversely affect noteholders’ ability to enforce their rights under the Notes in those jurisdictions or limit any amounts that they may receive.
The following table presents the net loss attributable to the Parent Company and TFSCA (collectively, the "Obligor Group") and the net loss attributable to intercompany transactions between the Obligor Group and subsidiaries of the Parent Company other than TFSCA (collectively, the "Non-Obligor Subsidiaries") which are excluded from the Net loss attributable to the Obligor Group (in millions):
Nine Months Ended June 30, 2026 Year Ended September 30, 2025
Net loss attributable to the Obligor Group $ 244 $ 844
Net loss attributable to intercompany transactions 37 56
The Obligor Group does not have sales, gross profit or amounts attributable to noncontrolling interests.
The following table presents summarized balance sheet information of the Obligor Group and intercompany balances between the Obligor Group and the Non-Obligor Subsidiaries which are excluded from the Obligor Group amounts (in millions):
Obligor Group Intercompany Balances
June 30, 2026 September 30, 2025 June 30, 2026 September 30, 2025
Current assets $ 1,174 $ 2,748 $ 5,992 $ 6,161
Noncurrent assets 243 243 2,153 2,450
Current liabilities 2,647 1,585 3,153 4,041
Noncurrent liabilities 8,181 8,473 5,009 22,450 *
*Includes $17 billion of intercompany loans that were canceled as the result of a distribution by a non-obligor subsidiary in October 2025.
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The same accounting policies as described in Note 1, "Summary of Significant Accounting Policies," of the Company's Annual Report on 10-K for the year ended September 30, 2025 are used by the Parent Company and each of its subsidiaries in connection with the summarized financial information presented above.
New Accounting Standards
Refer to Note 2, "New Accounting Standards," of the notes to the consolidated financial statements.
Critical Accounting Estimates
The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). This requires management to make estimates and assumptions that affect reported amounts and related disclosures. Actual results could differ from those estimates. The Company’s critical accounting estimates requiring significant judgement that could materially impact the Company's results of operations, financial position and cash flows are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2025. Since the date of the Company’s most recent Annual Report, there have been no material changes in the Company’s critical accounting estimates or assumptions.