AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 4/6 · 18/10/2026
Moat63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 3/4 · Substantial termination penalties establish concrete contractual switching friction, reinforced by some long-duration service obligations. This supports a strong but bounded advantage; coverage across total revenue is unknown.
durability · 2/4 · Certain initial contracts average 25–35 years, but backlog includes short-term and cancellable business. Contract duration supports persistence for a subset without establishing durable protection across the company or future renewals.
customer dependency · 3/4 · Termination penalties and building-lifetime service commitments demonstrate meaningful contractual dependency for affected customers. Growing service sales corroborate ongoing demand indirectly; renewal rates and technical replacement costs are undisclosed.
erosion resilience · 2/4 · Orders, organic sales and gross margins improved, supporting current resilience. Repricing restrictions and a realized cybersecurity incident expose vulnerabilities; hypothetical AI competition is a prospective risk, not demonstrated lost business.
Pricing power69
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 3/4 · Management attributes year-to-date earnings improvements in Americas and EMEA partly to favorable pricing. This is observed positive pricing evidence across two segments, although price magnitude, cost recovery and persistence are not separately quantified.
retention · 3/4 · Penalty-protected contracts demonstrate switching friction, while nine-month service sales rose from $5.482 billion to $5.866 billion. Assessment relies on contractual and indirect operating evidence; sales growth does not establish a renewal rate or rule out customer losses.
margin resilience · 3/4 · Gross margin improved 30 basis points in both the quarter and nine-month period, alongside organic growth and favorable regional pricing. Productivity and operating leverage also contributed, so this demonstrates recent margin resilience without proving pricing alone caused it.
contractual freedom · 2/4 · Many customers allow periodic price adjustments, demonstrating some flexibility. Adjustments may lag cost increases, and some contracts prohibit repricing for their remaining terms, materially limiting unilateral pricing freedom.
Predictability91
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 75.00
- Revenue growth volatility (pp)
- 8.59
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 1.67
Financial strength—
Missing required inputs: netDebtEbitGrade. Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 47.71
- interestCoverageGrade
- 63.24
- currentRatioGrade
- 14.30
- Debt / FCF (x)
- 4.66
- Current ratio (x)
- 0.93
- cashInterestPaid
- 321.00
- cashInterestCoverage
- 7.96
Capital allocation—
Missing required inputs: operatingReturn. Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year average dilution (%)
- -2.16
- 3-year average SBC / revenue (%)
- 0.49
- cashConversionGrade
- 71.23
Management69
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 3/4 · Nine-month continuing operating cash flow of $2.572 billion covered $243 million of capital expenditures, $850 million of open-market repurchases and $734 million of dividends. The previously committed $5 billion accelerated repurchase was completed. These demonstrate cash generation and delivery on allocation commitments; acquisition returns and repurchase valuation quality remain unestablished.
incentive alignment · 2/4 · Actual performance-share grants, vesting and forfeitures, ownership requirements, anti-hedging rules and clawbacks support alignment. Adjusted incentive metrics exclude multiple costs, and supplied passages lack individual ownership compliance and complete target-to-payout outcomes.
execution · 3/4 · Seven percent nine-month organic growth, higher continuing income, improved gross margin and stronger operating cash generation demonstrate execution through indirect operating evidence. Repurchase completion also fulfilled a documented commitment. Restructuring costs and insurance recoveries qualify earnings quality; the new business system's future benefits remain unproven.
governance · 3/4 · An independent chairman, fully independent standing committees, existing clawback and anti-hedging policies, majority voting and absence of a poison pill support strong governance structures. These are disclosed arrangements, not proof of exceptional oversight effectiveness or subsequent election outcomes.
Evidence
To realize these priorities, the Company is leveraging its technology leadership, product portfolio, global presence, substantial installed base, sizable field position and strong channels to monetize the lifecycle opportunities of systems, service, retrofit and replacement.
Strategy: installed base and lifecycle monetization · Filed 14/11/2025
Remaining performance obligations were $22.7 billion at September 30, 2025.
Remaining performance obligations at September 30, 2025 · Filed 14/11/2025
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.
Contract duration, termination penalties and backlog coverage · Filed 14/11/2025
The following table summarizes backlog and orders by segment for the Systems and Services based businesses: Backlog Orders (in billions) September 30, 2025 Year-over-Year Change (1) Year Ended September 30, 2025 Year-over-Year Change (1) Americas $ 10.6 13 % $ 13.7 8 % EMEA 2.5 12 % 4.4 6 % APAC 1.8 17 % 2.6 3 % Total Building Solutions $ 14.9 13 % $ 20.7 7 % (1) Change is compared to September 30, 2024 (backlog) and the year ended September 30, 2024 (orders) and excludes the impact of acquisitions, dispositions and foreign currency.
Systems and Services orders and backlog growth · Filed 14/11/2025
While many of our customers permit quarterly or other periodic adjustments to pricing based on changes in component prices and other factors, we may bear the risk of price increases that occur between any such repricing or, if such repricing is not permitted, during the balance of the term of the particular customer contract.
Risk factors: periodic pricing adjustments and contractual restrictions · Filed 14/11/2025
FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Johnson Controls International plc Consolidated Statements of Income (in millions, except per share data; unaudited) Three Months Ended June 30, Nine Months Ended June 30, 2026 2025 2026 2025 Net sales Products and systems $ 4,596 $ 4,122 $ 12,687 $ 11,672 Services 2,018 1,930 5,866 5,482 6,614 6,052 18,553 17,154 Cost of sales Products and systems 3,012 2,656 8,448 7,635 Services 1,128 1,150 3,295 3,278 4,140 3,806 11,743 10,913 Gross profit 2,474 2,246 6,810 6,241 Selling, general and administrative expenses 1,407 1,417 4,029 4,243 Restructuring and impairment costs 80 51 224 146 Net financing charges 71 77 197 243 Equity income 1 4 3 5 Income from continuing operations before income taxes 917 705 2,363 1,614 Income tax provision 165 87 443 160 Income from continuing operations 752 618 1,920 1,454 Income (loss) from discontinued operations, net of tax — 160 (27) 301 Net income 752 778 1,893 1,755 Income attributable to noncontrolling interests Continuing operations 3 — 7 — Discontinued operations — 77 — 157 Net income attributable to Johnson Controls $ 749 $ 701 $ 1,886 $ 1,598 Income (loss) attributable to Johnson Controls Continuing operations $ 749 $ 618 $ 1,913 $ 1,454 Discontinued operations — 83 (27) 144 Total $ 749 $ 701 $ 1,886 $ 1,598 Basic earnings (loss) per share attributable to Johnson Controls Continuing operations $ 1.23 $ 0.94 $ 3.13 $ 2.21 Discontinued operations — 0.13 (0.04) 0.22 Total $ 1.23 $ 1.07 $ 3.09 $ 2.43 Diluted earnings (loss) per share attributable to Johnson Controls Continuing operations $ 1.23 $ 0.94 $ 3.12 $ 2.20 Discontinued operations — 0.13 (0.04) 0.22 Total $ 1.23 $ 1.07 $ 3.08 $ 2.42 The accompanying notes are an integral part of the consolidated financial statements.
Consolidated income statement: service sales and operating results · Filed 29/07/2026
However, the timing and conversion of backlog and orders 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.
Backlog and order conversion uncertainty · Filed 14/11/2025
During September 2023, we experienced a cybersecurity event where certain data, primarily employee, job applicant and personal information and other related data, was impacted.
Risk factors: realized September 2023 cybersecurity incident · Filed 29/07/2026
We also face risks of competitive disadvantage if our competitors more effectively use AI to drive internal efficiencies or create new or enhanced products or services that we are unable to compete against on cost, quality or other attributes.
Risk factors: potential competitive disadvantage from AI · Filed 29/07/2026
37 Year to Date: •The increase in Americas was primarily driven by favorable pricing, productivity improvements and increased volumes.
Year-to-date Americas earnings drivers: pricing, productivity and volumes · Filed 29/07/2026
•The increase in EMEA was primarily driven by productivity improvements and favorable pricing, partially offset by the impact of business divestitures.
Year-to-date EMEA earnings drivers: productivity and pricing · Filed 29/07/2026
34 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.
Gross profit and margin comparison for three and nine months ended June 30, 2026 · Filed 29/07/2026
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.
Nine-month organic sales growth across segments · Filed 29/07/2026
5 Johnson Controls International plc Consolidated Statements of Cash Flows (in millions; unaudited) Nine Months Ended June 30, 2026 2025 Operating Activities of Continuing Operations Income from continuing operations: Attributable to Johnson Controls $ 1,913 $ 1,454 Attributable to noncontrolling interests 7 — Total 1,920 1,454 Adjustments to reconcile net income to cash provided by operating activities of continuing operations: Depreciation and amortization 495 585 Pension and postretirement benefits (39) (52) Deferred income taxes (58) (146) Noncash restructuring and impairment charges 160 56 Equity-based compensation 95 107 (Gain) loss on business divestitures (86) 6 Other - net 2 2 Changes in assets and liabilities: Accounts receivable (757) (79) Inventories (166) (79) Other assets 62 (289) Restructuring reserves (25) 2 Accounts payable and accrued liabilities 764 31 Accrued income taxes 205 (12) Cash provided by operating activities from continuing operations 2,572 1,586 Investing Activities of Continuing Operations Capital expenditures (243) (304) Acquisitions of businesses, net of cash acquired (291) (9) Divestitures of businesses, net of cash divested 331 2 Other - net (32) 9 Cash used by investing activities from continuing operations (235) (302) Financing Activities of Continuing Operations Net proceeds (payments) from borrowings with maturities less than three months (194) 283 Proceeds from debt 545 1,369 Repayments of debt (639) (1,096) Stock repurchases and retirements (850) (970) Payment of cash dividends (734) (733) Employee equity-based compensation withholding taxes (62) (33) Other - net (12) 69 Cash used by financing activities from continuing operations (1,946) (1,111) Discontinued Operations Cash (used) provided by operating activities (98) 255 Cash used by investing activities (155) (52) Cash used by financing activities — (174) Cash (used) provided by discontinued operations (253) 29 Effect of exchange rate changes on cash, cash equivalents and restricted cash 122 (216) Change in cash, cash equivalents and restricted cash held for sale — 3 Increase (decrease) in cash, cash equivalents and restricted cash 260 (11) Cash, cash equivalents and restricted cash at beginning of period 398 767 Cash, cash equivalents and restricted cash at end of period 658 756 Less: Restricted cash 17 25 Cash and cash equivalents at end of period $ 641 $ 731 The accompanying notes are an integral part of the consolidated financial statements.
Cash flows: operating cash generation, investment, financing and shareholder distributions · Filed 29/07/2026
Consistent with its capital allocation policy and pursuant to its previously announced share repurchase authorization, the Company returned the net proceeds of the transaction to shareholders through the $5.0 billion ASR Transactions which were launched in August 2025 and are expected to be completed in the second quarter of fiscal 2026.
Capital allocation: transaction proceeds committed to accelerated repurchases · Filed 14/11/2025
•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.
Completion of accelerated share repurchase program in fiscal 2026 · Filed 29/07/2026
In total, the Company invested $5.0 billion to repurchase 43,693,817 shares at an average price of $114.43 per share.
Completed accelerated repurchases: spending and shares acquired · Filed 29/07/2026
82 Performance Share Awards (PSU's) The following table summarizes the assumptions used in determining the fair value of performance share awards granted: Year Ended September 30, 2025 2024 2023 Risk-free interest rate 4.01% 4.21% 4.04% Expected volatility of the Company’s stock 28.50% 27.20% 33.50% A summary of the status of the Company’s non-vested PSU's at September 30, 2025, and changes for the year then ended, is presented below: Weighted Average Price Shares/Units Subject to PSU Non-vested, September 30, 2024 $ 71.20 795,633 Granted 97.77 375,308 Vested 90.50 (230,999) Forfeited 80.05 (27,178) Non-vested, September 30, 2025 $ 76.97 912,764 At September 30, 2025, the Company had approximately $46 million of total unrecognized compensation cost related to non-vested performance-based share unit awards which is expected to be recognized over a weighted-average period of 2.0 years.
Performance share awards: actual grants, vesting and forfeitures · Filed 14/11/2025
36% of Director nominees have tenures of less than 5 years, and the average tenure is ~6 years • Director retirement policy states that Directors may not stand for reelection after age 75 and does not permit waivers or exceptions Best Practices • Active shareholder engagement • Absolute majority voting for Directors in uncontested elections • A comprehensive anti-hedging and anti-pledging policy is in place under our Insider Trading Policy • Clawback policy providing for the mandatory recoupment of incentive compensation for financial restatements, discretionary recoupment of incentive-based and equity compensation for misconduct that has the potential to cause material reputational harm, and discretionary recoupment of certain compensation from culpable individuals in certain circumstances • Maintain an equity award grant policy establishing standard, predetermined equity grant practices to avoid any actual or perceived market timing of equity awards • No shareholder rights plan or poison pill Risk Oversight • Risk oversight by the Board and its committees • Board and committee oversight of sustainability and other environmental, social, and governance matters • Board and committee oversight of cybersecurity and AI Share Ownership Requirements • Robust executive share ownership requirements (6x of base salary for the CEO, 3x base salary for all other NEOs) • Robust Director share ownership requirements (5x of annual retainer) Our Board has adopted Corporate Governance Guidelines, a Code of Ethics, and charters for our Governance and Sustainability Committee, Audit Committee, Compensation and Talent Development Committee, and Executive Committee.
Existing governance policies, clawbacks and share ownership requirements · Filed 16/01/2026
Board Committees To conduct its business, the Board maintains three standing committees: Audit, Compensation and Talent Development, and Governance and Sustainability; and each of these NYSE-required committees are entirely composed of independent Directors.
Existing independent standing board committees · Filed 16/01/2026
Sincerely, Mark P. Vergnano Joakim Weidemanis Independent Chairman of the Board Chief Executive Officer TABLE OF CONTENTS Notice of Annual General Meeting of Shareholders Date and Time 3:00 pm, local time March 4, 2026 Place The Merrion Hotel 24 Upper Merrion Street Dublin 2, Ireland Record Date January 5, 2026 NOTICE IS HEREBY GIVEN that the 2026 Annual General Meeting of Shareholders of Johnson Controls International plc will be held on March 04, 2026 at The Merrion Hotel, 24 Upper Merrion Street, Dublin 2, Ireland at 3:00 pm, local time for the following purposes: Ordinary Business 1.
Independent board chairman and separate chief executive identified in proxy letter · Filed 16/01/2026
58 2026 Notice and Proxy Statement TABLE OF CONTENTS Metrics, Weight and Definition Weight Why it Matters Pre-tax earnings growth | Income before income taxes plus non-controlling interests, adjusted for foreign exchange, in-year acquisitions/divestitures and for certain significant special items, such as transaction/ integrations/ separation costs, gain or loss on divestitures, impairment charges, restructuring costs, mark-to-market adjustments related to restricted asbestos investments and pension and post-retirement plans, and the adoption of new accounting pronouncements — all as reflected in our audited financial statements that appear in our Annual Report on Form 10-K.
Long-term incentive metric: adjusted pre-tax earnings growth · Filed 16/01/2026
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.
Earnings reconciliation: restructuring, insurance recoveries and divestiture gain · Filed 29/07/2026
At the same time, the Company is developing and implementing its new proprietary business system — rooted in proven methodologies like 80/20 and Lean, and augmented with the promise of digitization and artificial intelligence.
Management description of developing and implementing a new business system · Filed 16/01/2026
