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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 31, 2024
JOHNSON CONTROLS INTERNATIONAL PLC
(Exact name of registrant as specified in its charter) 
Ireland001-1383698-0390500
(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)21-423-5000Not 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 ClassTrading SymbolName of Each Exchange on Which Registered
Ordinary Shares, Par Value $0.01JCINew York Stock Exchange
 1.375% Notes due 2025  JCI25A New York Stock Exchange
 3.900% Notes due 2026  JCI26A New York Stock Exchange
0.375% Senior Notes due 2027JCI27New York Stock Exchange
3.000% Senior Notes due 2028JCI28New York Stock Exchange
5.500% Senior Notes due 2029JCI29New York Stock Exchange
1.750% Senior Notes due 2030JCI30New York Stock Exchange
2.000% Sustainability-Linked Senior Notes due 2031JCI31New York Stock Exchange
1.000% Senior Notes due 2032JCI32New York Stock Exchange
4.900% Senior Notes due 2032JCI32ANew York Stock Exchange
4.250% Senior Notes due 2035JCI35New 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 31, 2024, 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, 2024. 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
104Cover 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 31, 2024By:/s/ Daniel C. McConeghy
Name:Daniel C. McConeghy
Title:Vice President and Chief Accounting and Tax Officer




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Exhibit 99.1
FOR IMMEDIATE RELEASE                                     
    
        

Johnson Controls Reports Solid Q3 Results; Tightens FY24 Guidance
______________________________________________________________________________________
▪Q3 reported sales increased 1% and 3% organically*
▪Q3 GAAP EPS of $1.45; Q3 Adjusted EPS* of $1.14
▪Q3 Orders +5% organically year-over-year
▪Building Solutions backlog of $12.9 billion increased 10% organically year-over-year
▪Initiates fiscal Q4 and updates full year fiscal 2024 guidance*
* This news 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 31, 2024 — Johnson Controls International plc (NYSE: JCI), a global leader for smart, healthy and sustainable buildings, today reported fiscal third quarter 2024 GAAP earnings per share (“EPS”) of $1.45. Excluding special items, adjusted EPS was $1.14.

Sales in the quarter of $7.2 billion increased 1% over the prior year on an as reported basis and 3% organically. GAAP net income was $975 million. Adjusted net income was $769 million.

“Our third quarter results exceeded expectations with robust margin expansion, strong free cash flow generation, and continued Service demand,” said George Oliver, Chairman and CEO. “We have increased our backlog to record levels, building on our strong momentum driving profitable growth. We have also tightened our full year adjusted EPS guidance to reflect our progress and confidence in Johnson Controls' prospects for continued growth and value creation. The announced divestitures of our R&LC HVAC and Air Distribution Technologies businesses, representing roughly 20% of sales, marked a pivotal milestone in our transformation into a pure-play provider of comprehensive solutions for commercial buildings and is a significant step to unlock value for our shareholders.”

FISCAL Q3 SEGMENT RESULTS
The financial highlights presented in the tables below are in accordance with GAAP, unless otherwise indicated. All comparisons are to the fiscal third quarter of 2023.
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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Building Solutions North America
Fiscal Q3
(in millions)20242023Change
Sales$2,899 $2,665 9 %
Segment EBITA
GAAP521 385 35 %
Adjusted (non-GAAP)460 385 19 %
Segment EBITA Margin %
GAAP18.0 %14.4 %360  bp
Adjusted (non-GAAP)15.9 %14.4 %150  bp
Sales in the quarter of $2.9 billion increased 9% over the prior year. Organic sales increased 8% over the prior year led by growth greater than 20% in Applied HVAC & Controls.
Orders in the quarter, excluding M&A and adjusted for foreign currency, increased 5% year-over-year. Backlog at the end of the quarter of $9.0 billion increased 14% compared to the prior year, excluding M&A and adjusted for foreign currency.
Segment EBITA margin of 18.0% expanded 360 basis points versus the prior year led by higher margin backlog conversion, improved productivity and a favorable earn-out liability adjustment. Adjusted segment EBITA in Q3 2024 excludes the favorable earn-out liability adjustment.

Building Solutions EMEA/LA (Europe, Middle East, Africa/Latin America)
Fiscal Q3
(in millions)
20242023Change
Sales$1,081 $1,045 3 %
Segment EBITA
GAAP111 90 23 %
Adjusted (non-GAAP)111 90 23 %
Segment EBITA Margin %
GAAP10.3 %8.6 %170  bp
Adjusted (non-GAAP)10.3 %8.6 %170  bp
Sales in the quarter of $1.1 billion increased 3% over the prior year. Organic sales grew 8% versus the prior year led by strong mid-teen growth in Service.
Orders in the quarter, excluding M&A and adjusted for foreign currency, increased 11% year-over-year. Backlog at the end of the quarter of $2.5 billion increased 12% year-over-year, excluding M&A and adjusted for foreign currency.
Segment EBITA margin of 10.3% expanded 170 basis points versus the prior year driven by the positive mix from the growth in Service and by the conversion of higher margin Systems backlog.


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Building Solutions Asia Pacific
Fiscal Q3
(in millions)20242023Change
Sales$575 $736 (22 %)
Segment EBITA
GAAP67 102 (34 %)
Adjusted (non-GAAP)67 102 (34 %)
Segment EBITA Margin %
GAAP11.7 %13.9 %(220  bp)
Adjusted (non-GAAP)11.7 %13.9 %(220  bp)
Sales in the quarter of $575 million declined 22% versus the prior year. Organic sales declined 19% versus the prior year as high single-digit Service growth was more than offset by continued weakness in the Systems business in China.
Orders in the quarter, excluding M&A and adjusted for foreign currency, declined 2% year-over-year. Backlog at the end of the quarter of $1.4 billion decreased 12% year-over-year, excluding M&A and adjusted for foreign currency.
Segment EBITA margin of 11.7% declined 220 basis points versus the prior year as weakness in China more than offset positive mix from the Service business.

Global Products
Fiscal Q3
(in millions)20242023Change
Sales$2,676 $2,687 — %
Segment EBITA
GAAP655 593 10 %
Adjusted (non-GAAP)655 593 10 %
Segment EBITA Margin %
GAAP24.5 %22.1 %240  bp
Adjusted (non-GAAP)24.5 %22.1 %240  bp
Sales in the quarter of $2.7 billion were flat versus the prior year. Organic sales grew 3% versus the prior year as growth in Commercial and Residential HVAC was offset by declines in Fire & Security.
Segment EBITA margin of 24.5% expanded 240 basis points versus the prior year as positive price/cost and improved productivity more than offset mix headwinds from ongoing weakness in China.

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Corporate
Fiscal Q3
(in millions)20242023Change
Corporate Expense
GAAP$135 $122 11 %
Adjusted (non-GAAP)119 78 53 %
Adjusted Corporate expense in Q3 2024 and Q3 2023 exclude certain transaction/separation costs.

OTHER Q3 ITEMS
▪Cash provided by operating activities was $1.0 billion. Free cash flow was $922 million and adjusted free cash flow was $1.3 billion.
▪The Company paid dividends of approximately $249 million.
▪The Company repurchased 6.0 million shares of common stock for approximately $402 million.
▪The Company recorded pre-tax restructuring and impairment costs of $106 million, comprised of impairments primarily associated with assets classified as held for sale ($66 million) and severance and other charges related to ongoing restructuring actions ($40 million).
▪The Company recorded a pre-tax gain of $351 million related to insurance recoveries associated with the water provider Aqueous Film Forming Foam ("AFFF") settlement disclosed in Q2 2024.

GUIDANCE
The following forward-looking statements regarding organic sales growth, adjusted segment EBITA margin, adjusted segment EBITA margin improvement and adjusted EPS 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 2024 fourth quarter and full year GAAP financial results.

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The Company initiated fiscal 2024 fourth quarter guidance:
▪Organic sales up ~7% year-over-year
▪Adjusted segment EBITA margin of ~19.0%
▪Adjusted EPS before special items of ~$1.23 to $1.26

The Company tightened fiscal 2024 full year EPS guidance:
▪Organic sales growth up ~3% year-over-year (previously Up ~MSD)
▪Adjusted segment EBITA margin improvement of ~110 basis points, year-over-year (previously Up ~50 to 75 bps)
▪Adjusted EPS before special items of ~$3.66 to $3.69 (previously ~$3.60 to $3.75)

CONFERENCE CALL & WEBCAST INFO

Johnson Controls will host a conference call to discuss this quarter’s results at 8:30 a.m. ET today, which can be accessed by dialing 844-763-8274 (in the United States) or +1-412-717-9224 (outside the United States), or via webcast. A slide presentation will accompany the prepared remarks and has been posted on the investor relations section of the Johnson Controls website at https://investors.johnsoncontrols.com/news-and-events/events-and-presentations. A replay will be made available approximately two hours following the conclusion of the conference call.

ABOUT JOHNSON CONTROLS

At Johnson Controls (NYSE:JCI), we transform the environments where people live, work, learn and play. As the global leader in smart, healthy and sustainable buildings, our mission is to reimagine the performance of buildings to serve people, places and the planet.
Building on a proud history of nearly 140 years of innovation, we deliver the blueprint of the future for industries such as healthcare, schools, data centers, airports, stadiums, manufacturing and beyond through OpenBlue, our comprehensive digital offering.
Today, with a global team of 100,000 experts in more than 150 countries, Johnson Controls offers the world`s largest portfolio of building technology and software as well as service solutions from some of the most trusted names in the industry.
Visit www.johnsoncontrols.com for more information and follow @Johnson Controls on social platforms.

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JOHNSON CONTROLS CONTACTS:
INVESTOR CONTACTS:MEDIA CONTACT:
Jim Lucas
Danielle Canzanella
Direct: +1 414.340.1752Direct: +1 203.499.8297
Email: jim.lucas@jci.com
Email: danielle.canzanella@jci.com
Michael Gates

Direct: +1 414.524.5785
Email: michael.j.gates@jci.com    
###

JOHNSON CONTROLS INTERNATIONAL PLC CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Johnson Controls International plc has made statements in this communication 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 communication, statements regarding Johnson Controls 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. Johnson Controls cautions that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond its control, that could cause its actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, risks related to: Johnson Controls 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 impact of recessions, economic downturns and global price inflation; fluctuations in the cost and availability of public and private financing for its customers; the ability to innovate and adapt to emerging technologies, ideas and trends in the marketplace, including the incorporation of technologies such as artificial intelligence; the ability to manage macroeconomic and geopolitical volatility, including shortages impacting the availability of raw materials and component products and the conflicts between Russia and Ukraine and Israel and Hamas; managing the risks and impacts of potential and actual security breaches, cyberattacks, privacy breaches or data breaches, including business, service, or operational disruptions, the unauthorized access to or disclosure of data, financial loss, reputational damage, increased response and remediation costs, legal, and regulatory proceedings or other unfavorable outcomes; Johnson Controls ability to remediate its material weakness; maintaining and improving the capacity, reliability and security of Johnson Controls enterprise information technology infrastructure; the ability to manage the lifecycle cybersecurity risk in the development, deployment and operation of Johnson Controls digital platforms and services; Johnson Controls ability to successfully execute and complete portfolio simplification, including the possibility that the expected benefits will not be realized or will not be realized within the expected time frame; changes to laws or policies governing foreign trade, including economic sanctions, tariffs, foreign exchange and capital controls, import/export controls or other trade restrictions; fluctuations in currency exchange rates; changes or uncertainty in laws, regulations, rates, policies, or interpretations that impact Johnson Controls business operations or tax status; the ability to adapt to global climate change, climate change regulation and
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successfully meet Johnson Controls public sustainability commitments; risks and uncertainties related to the settlement with a nationwide class of public water systems concerning the use of AFFF; the outcome of litigation and governmental proceedings; the risk of infringement or expiration of intellectual property rights; Johnson Controls 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; the ability of Johnson Controls to drive organizational improvement; any delay or inability of Johnson Controls to realize the expected benefits and synergies of recent portfolio transactions; the ability to hire and retain senior management and other key personnel; 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 fiscal year filed with the SEC, 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. Shareholders, potential investors and others should consider these factors in evaluating the forward-looking statements and should not place undue reliance on such statements. The forward-looking statements included in this communication 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 communication.
###


7



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,
2024202320242023
Net sales
Products and systems$5,422 $5,431 $14,896 $15,070 
Services1,809 1,702 5,128 4,817 
7,231 7,133 20,024 19,887 
Cost of sales
Products and systems3,652 3,708 10,273 10,337 
Services1,091 994 3,090 2,787 
4,743 4,702 13,363 13,124 
Gross profit2,488 2,431 6,661 6,763 
Selling, general and administrative expenses1,090 1,555 4,854 4,705 
Restructuring and impairment costs106 81 399 844 
Net financing charges71 80 263 218 
Equity income58 78 176 190 
Income before income taxes1,279 793 1,321 1,186 
Income tax provision (benefit) 227 (329)99 (266)
Net income1,052 1,122 1,222 1,452 
Less: Income attributable to noncontrolling interests77 73 150 152 
Net income attributable to Johnson Controls$975 $1,049 $1,072 $1,300 
Earnings per share attributable to Johnson Controls
Basic$1.45 $1.54 $1.58 $1.90 
Diluted1.45 1.53 1.58 1.89 
















8
Johnson Controls International plc
Condensed Consolidated Statements of Financial Position
(in millions; unaudited)

June 30, 2024September 30, 2023
Assets
Cash and cash equivalents$862 $835 
Accounts receivable - net6,667 6,006 
Inventories2,863 2,776 
Current assets held for sale 205 — 
Other current assets1,556 1,120 
Current assets12,153 10,737 
Property, plant and equipment - net3,011 3,136 
Goodwill17,676 17,936 
Other intangible assets - net4,315 4,888 
Investments in partially-owned affiliates1,054 1,056 
Noncurrent assets held for sale 487 — 
Other noncurrent assets4,629 4,489 
Total assets$43,325 $42,242 
Liabilities and Equity
Short-term debt$1,523 $385 
Current portion of long-term debt998 645 
Accounts payable4,128 4,268 
Accrued compensation and benefits1,012 958 
Deferred revenue2,143 1,996 
Current liabilities held for sale149 — 
Other current liabilities2,771 2,832 
Current liabilities12,724 11,084 
Long-term debt7,867 7,818 
Pension and postretirement benefits225 278 
Noncurrent liabilities held for sale203 — 
Other noncurrent liabilities5,163 5,368 
Long-term liabilities13,458 13,464 
Shareholders’ equity attributable to Johnson Controls15,968 16,545 
Noncontrolling interests1,175 1,149 
Total equity17,143 17,694 
Total liabilities and equity$43,325 $42,242 








9
Johnson Controls International plc
Consolidated Statements of Cash Flows
(in millions; unaudited)
Three Months Ended June 30,Nine Months Ended
June 30,
2024202320242023
Operating Activities
Net income attributable to Johnson Controls$975 $1,049 $1,072 $1,300 
Income attributable to noncontrolling interests77 73 150 152 
Net income1,052 1,122 1,222 1,452 
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization220 212 687 621 
Pension and postretirement benefit income(10)(20)(30)(23)
Pension and postretirement contributions(8)(12)(21)(38)
Equity in (earnings) losses of partially-owned affiliates, net of dividends received104 28 2 (27)
Deferred income taxes11 (102)(389)(270)
Noncash restructuring and impairment charges80 10 333 701 
Equity-based compensation28 — 84 92 
Other - net(87)14 (125)(104)
Changes in assets and liabilities, excluding acquisitions and divestitures:
Accounts receivable(104)(307)(763)(667)
Inventories13 110 (215)(383)
Other assets(349)(45)(553)(214)
Restructuring reserves(19)50 (79)33 
Accounts payable and accrued liabilities47 28 405 (127)
Accrued income taxes43 (275)14 (215)
Cash provided by operating activities1,021 813 572 831 
Investing Activities
Capital expenditures(99)(111)(324)(366)
Acquisition of businesses, net of cash acquired— (171)1 (260)
Other - net— 20 13 50 
Cash used by investing activities(99)(262)(310)(576)
Financing Activities
Net proceeds (payments) from borrowings with maturities less than three months(840)(1,536)679 (248)
Proceeds from debt859 855 1,281 1,171 
Repayments of debt(275)— (438)(536)
Stock repurchases and retirements(402)(366)(876)(613)
Payment of cash dividends(249)(248)(753)(729)
Employee equity-based compensation withholding taxes(2)(2)(26)(34)
Dividends paid to noncontrolling interests(70)(77)(121)(149)
Other - net(20)1 (68)27 
Cash used by financing activities(999)(1,373)(322)(1,111)
Effect of exchange rate changes on cash, cash equivalents and restricted cash10 (75)29 (67)
Decrease in cash, cash equivalents and restricted cash(67)(897)(31)(923)
Cash, cash equivalents and restricted cash at beginning of period960 2,040 924 2,066 
Cash, cash equivalents and restricted cash at end of period893 1,143 893 1,143 
Less: Restricted cash31 86 31 86 
Cash and cash equivalents at end of period$862 $1,057 $862 $1,057 

10
FOOTNOTES
1.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 footnotes two through seven 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

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.

•Effective January 1, 2024, the Company has excluded the impact of discontinuing its accounts receivables factoring programs from adjusted free cash flow and adjusted free cash flow conversion. The Company has also re-baselined the prior year adjusted free cash flow measures to present a more comparative measure without the impact of factoring.

•Cash impacts of the water systems AFFF settlement and related insurance recoveries.

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 financial measures

Adjusted financial measures include adjusted segment EBITA, adjusted net income, adjusted earnings per share, adjusted EBIT, adjusted EBITDA and adjusted corporate expenses. These non-GAAP measures are derived by excluding certain amounts from the corresponding financial measures determined in accordance with GAAP. The determination of the excluded amounts is a matter of management judgment and depends upon the nature and variability of the underlying expense or income amounts and other factors.

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

•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 - Restructuring costs include 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.

•NCI impact of restructuring and impairment costs represent the portion of restructuring and impairment costs attributable to Noncontrolling Interests.

11
•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.

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

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

•Warehouse fire loss relates to an uninsured loss attributable to a fire at a warehouse in Menominee, Michigan.

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

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

•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.

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.

12
2. Sales

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

Three Months Ended June 30
Net salesBuilding Solutions
(in millions)North AmericaEMEA/LAAsia PacificTotalGlobal ProductsTotal JCI plc
Net sales - 2023$2,665 $1,045 $736 $4,446 $2,687 $7,133 
Base year adjustments
Divestitures and other— (1)(17)(18)(7)(25)
Foreign currency2 (46)(25)(69)(80)(149)
Adjusted base net sales2,667 998 694 4,359 2,600 6,959 
Acquisitions16 1 15 32 — 32 
Organic growth216 82 (134)164 76 240 
Net sales - 2024$2,899 $1,081 $575 $4,555 $2,676 $7,231 
Growth %:
Net sales9 %3 %(22 %)2 %— %1 %
Organic growth8 %8 %(19 %)4 %3 %3 %


Nine Months Ended June 30
Net salesBuilding Solutions
(in millions)North AmericaEMEA/LAAsia PacificTotalGlobal ProductsTotal JCI plc
Net sales - 2023$7,552 $3,051 $2,049 $12,652 $7,235 $19,887 
Base year adjustments
Divestitures and other— (3)(51)(54)(12)(66)
Foreign currency15 (8)(68)(61)(144)(205)
Adjusted base net sales7,567 3,040 1,930 12,537 7,079 19,616 
Acquisitions48 7 51 106 29 135 
Organic growth510 136 (408)238 35 273 
Net sales - 2024$8,125 $3,183 $1,573 $12,881 $7,143 $20,024 
Growth %:
Net sales8 %4 %(23 %)2 %(1 %)1 %
Organic growth7 %4 %(21 %)2 %— %1 %

13
Three Months Ended June 30
Products and systems revenueBuilding Solutions
(in millions)North AmericaEMEA/LAAsia PacificTotalGlobal ProductsTotal JCI plc
Products and systems revenue - 2023$1,636 $571 $537 $2,744 $2,687 $5,431 
Base year adjustments
Divestitures and other— — — — (7)(7)
Foreign currency2 (12)(18)(28)(80)(108)
Adjusted products and systems revenue1,638 559 519 2,716 2,600 5,316 
Acquisitions2 1 10 13 — 13 
Organic growth150 15 (148)17 76 93 
Products and systems revenue - 2024$1,790 $575 $381 $2,746 $2,676 $5,422 
Growth %:
Products and systems revenue9 %1 %(29 %)— %— %— %
Organic growth9 %3 %(29 %)1 %3 %2 %


Nine Months Ended June 30
Products and systems revenueBuilding Solutions
(in millions)North AmericaEMEA/LAAsia PacificTotalGlobal ProductsTotal JCI plc
Products and systems revenue - 2023$4,641 $1,705 $1,489 $7,835 $7,235 $15,070
Base year adjustments
Divestitures and other— (1)— (1)(12)(13)
Foreign currency14 35 (51)(2)(144)(146)
Adjusted products and systems revenue4,655 1,739 1,438 7,832 7,079 14,911 
Acquisitions5 4 30 39 29 68 
Organic growth349 (25)(442)(118)35 (83)
Products and systems revenue - 2024$5,009 $1,718 $1,026 $7,753 $7,143 $14,896 
Growth %:
Products and systems revenue8 %1 %(31 %)(1 %)(1 %)(1 %)
Organic growth7 %(1 %)(31 %)(2 %)— %(1 %)

14
Three Months Ended June 30
Service revenueBuilding Solutions
(in millions)North AmericaEMEA/LAAsia PacificTotalGlobal ProductsTotal JCI plc
Service revenue - 2023$1,029 $474 $199 $1,702 $— $1,702 
Base year adjustments
Divestitures and other— (1)(17)(18)— (18)
Foreign currency— (34)(7)(41)— (41)
Adjusted base service revenue1,029 439 175 1,643 — 1,643 
Acquisitions14 — 5 19 — 19 
Organic growth66 67 14 147 — 147 
Service revenue - 2024$1,109 $506 $194 $1,809 $— $1,809 
Growth %:
Service revenue8 %7 %(3 %)6 %— %6 %
Organic growth6 %15 %8 %9 %— %9 %


Nine Months Ended June 30
Service revenueBuilding Solutions
(in millions)North AmericaEMEA/LAAsia PacificTotalGlobal ProductsTotal JCI plc
Service revenue - 2023$2,911 $1,346 $560 $4,817 $— $4,817 
Base year adjustments
Divestitures and other— (2)(51)(53)— (53)
Foreign currency1 (43)(17)(59)— (59)
Adjusted base service revenue2,912 1,301 492 4,705 — 4,705 
Acquisitions43 3 21 67 — 67 
Organic growth161 161 34 356 — 356 
Service revenue - 2024$3,116 $1,465 $547 $5,128 $— $5,128 
Growth %:
Service revenue7 %9 %(2 %)6 %— %6 %
Organic growth6 %12 %7 %8 %— %8 %




15
3. Cash Flow, Free Cash Flow and Free Cash Flow Conversion

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

Three Months Ended June 30,Nine Months Ended June 30,
(in millions)2024202320242023
Cash provided by operating activities $1,021$813$572$831
Capital expenditures(99)(111)(324)(366)
Free cash flow (non-GAAP)$922$702$248$465
Net income attributable to JCI$975$1,049$1,072$1,300
Free cash flow conversion from net income (non-GAAP)95%67%23 %36 %


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)2024202320242023
Free cash flow (non-GAAP)$922$702$248$465
Adjustments:
JC Capital cash used by operating activities493917081
Water systems AFFF settlement cash payments and insurance recoveries243—243—
Impact from discontinuation of factoring programs49—648—
Adjusted free cash flow (non-GAAP)1,2637411,309546
Prior year impact from factoring programs—5—79
Re-baselined adjusted free cash flow (non-GAAP)$1,263$746$1,309$625
Adjusted net income attributable to JCI (non-GAAP)$769$706$1,652$1,686
JC Capital net income(3)(4)(8)(12)
Adjusted net income attributable to JCI, excluding
JC Capital (non-GAAP)		$766$702$1,644$1,674
Adjusted free cash flow conversion (non-GAAP)165%106%80%37 %

16
4. EBITA, EBIT and Corporate Expense

The Company evaluates the performance of its business units primarily on segment EBITA.

Three Months Ended June 30,Nine Months Ended June 30,
ActualAdjusted
(Non-GAAP)		ActualAdjusted
(Non-GAAP)
(in millions; unaudited)20242023202420232024202320242023
Segment EBITA
Building Solutions North America$521 $385 $460 $385 $1,179 $967 $1,118 $967 
Building Solutions EMEA/LA111 90111 90 280 234 280 234 
Building Solutions Asia Pacific67 10267 102 167 249 167 249 
Global Products655 593 655 593 1,453 1,463 1,479 1,473 
EBIT (non-GAAP)
Net income attributable to JCI $975 $1,049 $769 $706 $1,072 $1,300 $1,652 $1,686 
Income attributable to
noncontrolling interests (1)
77 73 79 73 150 152 156 152 
Net income1,052 1,122 848 779 1,222 1,452 1,808 1,838 
Less: Income tax benefit
(provision) (2)
227 (329)136 122 99 (266)289 287 
Income before income taxes1,279 793 984 901 1,321 1,186 2,097 2,125 
Net financing charges71 80 71 80 263 218 263 218 
               EBIT (non-GAAP)$1,350 $873 $1,055 $981 $1,584 $1,404 $2,360 $2,343 

(1) Adjusted income attributable to noncontrolling interests excludes the impact of restructuring and impairment costs.

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

The following tables reconcile segment EBITA to adjusted segment EBITA (unaudited):

Three Months Ended June 30,
(in millions)Building Solutions
North America		Building Solutions
EMEA/LA		Building Solutions
Asia Pacific		Global Products
20242023202420232024202320242023
Segment EBITA$521 $385 $111 $90 $67 $102 $655 $593 
Adjusting items:
Earn-out adjustments(61)— — — — — — — 
Adjusted segment EBITA
(non-GAAP)		$460 $385 $111 $90 $67 $102 $655 $593 

17


Nine Months Ended June 30,
(in millions)Building Solutions
North America		Building Solutions
EMEA/LA		Building Solutions
Asia Pacific		Global Products
20242023202420232024202320242023
Segment EBITA$1,179 $967 $280 $234 $167 $249 $1,453 $1,463 
Adjusting items:
Earn-out adjustments(61)— — — — — (7)(30)
Uninsured warehouse fire loss— — — — — — — 40 
Global Products product quality issue— — — — — — 33 — 
Adjusted segment EBITA
(non-GAAP)		$1,118 $967 $280 $234 $167 $249 $1,479 $1,473 

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

Three Months Ended June 30,Nine Months Ended June 30,
(in millions)2024202320242023
Corporate expense (GAAP)$135 $122 $373 $362 
.
Adjusting items:
Transaction/separation costs(16)(44)(28)(101)
Cyber incident costs— — (27)— 
Adjusted corporate expense (non-GAAP)$119 $78 $318 $261 


18
5. Net Income and Diluted Earnings Per Share

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

Three Months Ended June 30,
Net income attributable to JCIDiluted earnings
 per share
(in millions, except per share)2024202320242023
As reported (GAAP)$975 $1,049 $1.45 $1.53 
Adjusting items:
Net mark-to-market adjustments(5)(17)(0.01)(0.02)
Restructuring and impairment costs106 81 0.16 0.12 
NCI impact of restructuring and impairment costs(2)— — — 
Water systems AFFF insurance recoveries(351)— (0.52)— 
Transaction/separation costs16 44 0.02 0.06 
Earn-out adjustments(61)— (0.09)— 
Discrete tax items— (438)— (0.64)
Related tax impact91 (13)0.14 (0.02)
Adjusted (non-GAAP)*$769 $706 $1.14 $1.03 
* May not sum due to rounding

Nine Months Ended June 30,
Net income attributable to JCIDiluted earnings
per share
(in millions, except per share)2024202320242023
As reported (GAAP)$1,072 $1,300 $1.58 $1.89 
Adjusting items:
  Net mark-to-market adjustments(42)(16)(0.06)(0.02)
  Restructuring and impairment costs399 844 0.59 1.23 
  NCI impact of restructuring and impairment costs(6)— (0.01)— 
  Water systems AFFF settlement750 — 1.11 — 
  Water systems AFFF insurance recoveries(351)— (0.52)— 
  Transaction/separation costs28 101 0.04 0.15 
  Earn-out adjustments(68)(30)(0.10)(0.04)
  Warehouse fire loss— 40 — 0.06 
  Cyber incident costs27 — 0.04 — 
  Global Products product quality issue33 — 0.05 — 
Discrete tax items— (438)— (0.64)
  Related tax impact(190)(115)(0.28)(0.17)
Adjusted (non-GAAP)*$1,652 $1,686 $2.43 $2.45 
* May not sum due to rounding

19
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,
2024202320242023
Weighted average shares outstanding
Basic weighted average shares outstanding670.3 683.3676.7685.7
Effect of dilutive securities:
Stock options, unvested restricted stock and unvested performance share awards2.5 2.9 1.9 3.1 
Diluted weighted average shares outstanding672.8 686.2 678.6 688.8 


6. Debt Ratios

The following table includes net debt to income before income taxes and net debt to adjusted EBITDA (unaudited):

(in millions)June 30, 2024March 31, 2024June 30, 2023
Short-term debt$1,523 $2,210 $186 
Current portion of long-term debt998 1,165 1,081 
Long-term debt7,867 7,348 8,497 
Total debt10,388 10,723 9,764 
Less: cash and cash equivalents862 843 1,057 
Net debt$9,526 $9,880 $8,707 
Last twelve months income before income taxes$1,845 $1,359 $1,792 
Net debt to income before income taxes5.2 x7.3 x4.9 x
Last twelve months adjusted EBITDA (non-GAAP)$4,210 $4,128 $4,078 
Net debt to adjusted EBITDA (non-GAAP)2.3x2.4x2.1x

20

The following table reconciles net income to adjusted EBIT and adjusted EBITDA (unaudited):
Twelve Months Ended
(in millions)June 30, 2024March 31, 2024June 30, 2023
Net income$1,803 $1,873 $2,261 
Income tax provision (benefit)42 (514)(469)
Net financing charges326 335 278 
EBIT2,171 1,694 2,070 
Adjusting items:
Net mark-to-market adjustments66 54 (208)
Restructuring and impairment costs619 594 1,011 
Environmental remediation and related
   reserves adjustment		— — 255 
Water systems AFFF settlement750 750 — 
Water systems AFFF insurance recoveries(351)— — 
Earn-out adjustments(68)(7)(30)
Global Products product quality issue 33 33 — 
Warehouse fire loss— — 40 
Cyber incident costs27 27 — 
Transaction/separation costs49 77 122 
Adjusted EBIT (non-GAAP)3,296 3,222 3,260 
Depreciation and amortization914 906 818 
Adjusted EBITDA (non-GAAP)$4,210 $4,128 $4,078 


7. Income Taxes

The Company's effective tax rate before consideration of certain excluded items was approximately 13.75% for the three and nine months ending June 30, 2024 and approximately 13.5% for the three and nine months ending June 30, 2023.

21
v3.24.2
Document and Entity Information Document
Jul. 31, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Jul. 31, 2024
Entity Registrant Name JOHNSON CONTROLS INTERNATIONAL PLC
Entity Incorporation, State or Country Code L2
Entity File Number 001-13836
Entity Tax Identification Number 98-0390500
Entity Address, Address Line One One Albert Quay.
Entity Address, City or Town Cork
Entity Address, Country IE
Entity Address, Postal Zip Code T12 X8N6
City Area Code (353)
Local Phone Number 21-423-5000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000833444
Amendment Flag false
Ordinary Shares, Par Value 0.01 [Member]  
Document Information [Line Items]  
Title of 12(b) Security Ordinary Shares, Par Value $0.01
Trading Symbol JCI
Security Exchange Name NYSE
Notes 1.375 Percent Due 2025 [Member]  
Document Information [Line Items]  
Title of 12(b) Security 1.375% Notes due 2025
Trading Symbol JCI25A
Security Exchange Name NYSE
Notes 3.900 Percent Due 2026 [Member]  
Document Information [Line Items]  
Title of 12(b) Security 3.900% Notes due 2026
Trading Symbol JCI26A
Security Exchange Name NYSE
Notes 0.375 Percent Due 2027  
Document Information [Line Items]  
Title of 12(b) Security 0.375% Senior Notes due 2027
Trading Symbol JCI27
Security Exchange Name NYSE
Notes 3.000 Percent Due 2028  
Document Information [Line Items]  
Title of 12(b) Security 3.000% Senior Notes due 2028
Trading Symbol JCI28
Security Exchange Name NYSE
Notes 1.750 Percent Due 2030  
Document Information [Line Items]  
Title of 12(b) Security 1.750% Senior Notes due 2030
Trading Symbol JCI30
Security Exchange Name NYSE
Sustainability-Linked Notes 2.000% due 2031  
Document Information [Line Items]  
Title of 12(b) Security 2.000% Sustainability-Linked Senior Notes due 2031
Trading Symbol JCI31
Security Exchange Name NYSE
Notes 1.000 Percent Due 2032  
Document Information [Line Items]  
Title of 12(b) Security 1.000% Senior Notes due 2032
Trading Symbol JCI32
Security Exchange Name NYSE
Notes 4.900 Percent Due 2032  
Document Information [Line Items]  
Title of 12(b) Security 4.900% Senior Notes due 2032
Trading Symbol JCI32A
Security Exchange Name NYSE
Notes 6.000 Percent Due 2036 [Member]  
Document Information [Line Items]  
Title of 12(b) Security 6.000% Notes due 2036
Trading Symbol JCI36A
Security Exchange Name NYSE
Notes 5.700 Percent Due 2041 [Member]  
Document Information [Line Items]  
Title of 12(b) Security 5.70% Senior Notes due 2041
Trading Symbol JCI41B
Security Exchange Name NYSE
Notes 5.250 Percent Due 2041 [Member]  
Document Information [Line Items]  
Title of 12(b) Security 5.250% Senior Notes due 2041
Trading Symbol JCI41C
Security Exchange Name NYSE
Notes 4.625 Percent due 2044 [Member]  
Document Information [Line Items]  
Title of 12(b) Security 4.625% Senior Notes due 2044
Trading Symbol JCI44A
Security Exchange Name NYSE
Notes 5.125 Percent Due 2045 [Member]  
Document Information [Line Items]  
Title of 12(b) Security 5.125% Notes due 2045
Trading Symbol JCI45B
Security Exchange Name NYSE
Debentures 6.950 Percent Due December 1, 2045 [Member]  
Document Information [Line Items]  
Title of 12(b) Security 6.950% Debentures due December 1, 2045
Trading Symbol JCI45A
Security Exchange Name NYSE
Notes 4.500 Percent Due 2047 [Member]  
Document Information [Line Items]  
Title of 12(b) Security 4.500% Senior Notes due 2047
Trading Symbol JCI47
Security Exchange Name NYSE
Notes 4.950 Percent Due 2064 [Member]  
Document Information [Line Items]  
Title of 12(b) Security 4.950% Senior Notes due 2064
Trading Symbol JCI64A
Security Exchange Name NYSE
Notes 4.250 Percent Due 2035  
Document Information [Line Items]  
Title of 12(b) Security 4.250% Senior Notes due 2035
Trading Symbol JCI35
Security Exchange Name NYSE
Notes 5.500% Senior Notes due 2029  
Document Information [Line Items]  
Title of 12(b) Security 5.500% Senior Notes due 2029
Trading Symbol JCI29
Security Exchange Name NYSE
Johnson Controls (NYSE:JCI)
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