Form 8-K/A

8-K/A — Johnson Controls International plc

Accession: 0000833444-26-000054

Filed: 2026-05-07

Period: 2026-05-06

CIK: 0000833444

SIC: 3585 (AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K/A — jci-20260506.htm (Primary)

EX-99.1 (q2aex991xrevisedq2fy26earn.htm)

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8-K/A

8-K/A (Primary)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 6, 2026

JOHNSON CONTROLS INTERNATIONAL PLC

(Exact name of registrant as specified in its charter)

Ireland 001-13836 98-0390500

(State or Other Jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification Number)

One Albert Quay. Cork, Ireland, T12 X8N6

(Address of principal executive offices and postal code)

(353) 21-423-5000 Not Applicable

(Registrant’s telephone number) (Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class Trading Symbol Name of Each Exchange on Which Registered

Ordinary Shares, Par Value $0.01 JCI New York Stock Exchange

0.375% Senior Notes due 2027 JCI27 New York Stock Exchange

3.000% Senior Notes due 2028 JCI28 New York Stock Exchange

5.500% Senior Notes due 2029 JCI29 New York Stock Exchange

1.750% Senior Notes due 2030 JCI30 New York Stock Exchange

2.000% Sustainability-Linked Senior Notes due 2031 JCI31 New York Stock Exchange

1.000% Senior Notes due 2032 JCI32 New York Stock Exchange

4.900% Senior Notes due 2032 JCI32A New York Stock Exchange

3.125% Senior Notes due 2033 JCI33 New York Stock Exchange

4.250% Senior Notes due 2035 JCI35 New York Stock Exchange

6.000% Notes due 2036 JCI36A New York Stock Exchange

5.70% Senior Notes due 2041 JCI41B New York Stock Exchange

5.250% Senior Notes due 2041 JCI41C New York Stock Exchange

4.625% Senior Notes due 2044 JCI44A New York Stock Exchange

5.125% Notes due 2045 JCI45B New York Stock Exchange

6.950% Debentures due December 1, 2045 JCI45A New York Stock Exchange

4.500% Senior Notes due 2047 JCI47 New York Stock Exchange

4.950% Senior Notes due 2064 JCI64A New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

This Current Report on Form 8-K/A (this “Amendment”) is being filed as an amendment to the Current Report on Form 8-K filed by Johnson Controls International plc (the “Company”) with the Securities and Exchange Commission (“SEC”) on May 6, 2026 (the “Original Report”). The sole purpose for filing this Amendment is to correct a clerical error in reporting the guidance for operating leverage for the third quarter of fiscal year 2026 as described in the press release furnished as Exhibit 99.1 to the Original Report (the “Original Exhibit 99.1”). The correct operating leverage guidance for the third quarter of fiscal year 2026 is ~45% as reported in the Company’s May 6, 2026 earnings presentation, rather than the guidance of ~50% as reported in the Original Exhibit 99.1. This Amendment supplements the Original Report and should be read in conjunction with the Original Report. No other changes have been made to the Original Report or Original Exhibit 99.1 other than to correct the clerical error as described above and reflected in Exhibit 99.1 to this Amendment.

Item 2.02. Results of Operations and Financial Condition.

On May 7, 2026, the Company issued a revised earnings release, as described in the Explanatory Note above. A copy of this revised earnings 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

Revised earnings release issued by Johnson Controls International plc relating to the Company’s results of operations.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

JOHNSON CONTROLS INTERNATIONAL PLC

Date: May 7, 2026 By: /s/ Daniel C. McConeghy

Name: Daniel C. McConeghy

Title: Vice President and Chief Accounting and Tax Officer

EX-99.1

Filename: q2aex991xrevisedq2fy26earn.htm · Sequence: 2

Document

Exhibit 99.1

Johnson Controls Reports Strong Q2 Results; Raises FY26 Guidance

______________________________________________________________________________________

▪Q2 sales increased 8% and organic sales increased 6%*

▪Q2 GAAP EPS of $0.99; Q2 Adjusted EPS* of $1.19

▪Q2 Orders +30% organically year-over-year

▪Backlog of $20.0 billion increased 26% organically year-over-year

* This earnings release contains non-GAAP financial measures. Definitions and reconciliations of the non-GAAP financial measures can be found in the attached footnotes. Non-GAAP measures should be considered in addition to, and not as replacements for, the most comparable GAAP measures.

_____________________________________________________________________________________

CORK, Ireland — May 6, 2026 — Johnson Controls International plc (NYSE: JCI), a global leader in thermal management, mission-critical building systems, energy efficiency, and decarbonization, is proud to announce fiscal second quarter 2026 GAAP earnings per share (“EPS”) of $0.99. Adjusted EPS was $1.19.

Q2 sales increased 8% to $6.1 billion and organic sales increased 6%.

For the quarter, GAAP net income from continuing operations attributable to JCI was $609 million and adjusted net income was $730 million.

“We delivered another quarter of strong execution, converting sustained demand into consistent growth, margin expansion, and 45% adjusted EPS growth,” said Joakim Weidemanis, Chief Executive Officer of Johnson Controls. “Orders grew 30% and backlog reached a record $20 billion, reflecting strength in data centers and other high‑growth, technology‑driven operating environments where we differentiate. While we remain early in our Business System journey, we are encouraged by the momentum we are seeing across the organization. With a strong first‑half performance, we are raising our full‑year guidance and remain focused on delivering long‑term value for our customers and shareholders.”

FISCAL Q2 SEGMENT RESULTS

The financial highlights presented in the tables below exclude discontinued operations and are in accordance with GAAP, unless otherwise indicated. All comparisons are to the second quarter of fiscal 2025. Orders and backlog metrics included in the release relate to the Company's Solutions and Services businesses. Orders prior to Q1 2026 exclude certain equipment-only sales for longer cycle projects. Backlog has been restated to include this new category.

A slide presentation to accompany the results can be found in the Investor Relations section of Johnson Controls’ website at http://investors.johnsoncontrols.com.

Americas

Fiscal Q2

(in millions) 2026 2025 Change

Sales $ 4,121 $ 3,837 7 %

Segment EBIT 705 616 14 %

Segment EBIT Margin % 17.1 % 16.1 % 100 bp

Segment EBITA (non-GAAP) 782 707 11 %

Adjusted Segment EBITA (non-GAAP) 802 709 13 %

Adjusted Segment EBITA Margin % (non-GAAP) 19.5 % 18.5 % 100 bp

Sales in the quarter of $4.1 billion increased 7% over the prior year. Organic sales also increased 7% led by continued strength across Applied HVAC and double-digit growth in Services.

Excluding M&A and adjusted for foreign currency, orders increased 40% year-over-year and backlog of $14.9 billion increased 32% year-over-year. The increase in backlog and orders was supported by demand for our differentiated solutions for large-scale data center projects.

Segment EBIT margin and adjusted Segment EBITA margin increased 100 bp compared to the prior year. The increases were primarily driven by favorable pricing, productivity improvements and increased volumes. Adjusted Segment EBITA in both Q2 2026 and Q2 2025 excludes transformation costs.

EMEA (Europe, Middle East, Africa)

Fiscal Q2

(in millions) 2026 2025 Change

Sales $1,282 $1,201 7 %

Segment EBIT 179 117 53 %

Segment EBIT Margin % 14.0% 9.7% 430 bp

Segment EBITA (non-GAAP) 186 135 38 %

Adjusted Segment EBITA (non-GAAP) 191 135 41 %

Adjusted Segment EBITA Margin % (non-GAAP) 14.9% 11.2% 370 bp

Sales in the quarter of $1.3 billion increased 7% over the prior year. Organic sales increased 1% versus the prior year as Products and Systems growth offset disruptions caused by the Middle East conflicts and lower non-recurring Services volumes.

Excluding M&A and adjusted for foreign currency, orders increased 11% year-over-year and backlog of $3.2 billion increased 13% year-over-year.

Segment EBIT margin increased 430 bp and adjusted Segment EBITA margin increased 370 bp compared to the prior year. The increases were primarily driven by productivity improvements and improved leverage on higher revenue. Adjusted Segment EBITA in Q2 2026 excludes transformation costs.

APAC (Asia Pacific)

Fiscal Q2

(in millions) 2026 2025 Change

Sales $739 $638 16 %

Segment EBIT 143 101 42 %

Segment EBIT Margin % 19.4% 15.8% 360 bp

Segment EBITA (non-GAAP) 146 104 40 %

Adjusted Segment EBITA (non-GAAP) 146 104 40 %

Adjusted Segment EBITA Margin % (non-GAAP) 19.8% 16.3% 350 bp

Sales in the quarter of $739 million increased 16% versus the prior year. Organic sales increased 13% versus the prior year quarter, led by over 20% growth in Applied HVAC.

Excluding M&A and adjusted for foreign currency, orders increased 4% and backlog of $1.9 billion increased 14% year-over-year.

Segment EBIT margin increased 360 bp and adjusted Segment EBITA margin increased 350 bp compared to the prior year, primarily driven by increased volumes and productivity improvements.

Corporate

Fiscal Q2

(in millions) 2026 2025 Change

Corporate Expense

GAAP $ 152 $ 186 (18 %)

Adjusted (non-GAAP) 102 135 (24 %)

Adjusted Corporate expense in both Q2 2026 and Q2 2025 excludes certain transaction/separation costs and transformation costs. The decrease year-over-year is primarily due to ongoing cost reduction actions to address stranded costs from prior divestitures.

OTHER Q2 ITEMS

▪Cash provided by operating activities was $672 million. Free cash flow was $604 million and adjusted free cash flow was $526 million.

▪The Company paid dividends of $244 million.

GUIDANCE

The following forward-looking statements are non-GAAP financial measures. These non-GAAP financial measures are derived by excluding certain amounts from the corresponding financial measures determined in accordance with GAAP. The determination of the amounts excluded is a matter of management judgment and depends upon, among other factors, the nature of the underlying expense or income amounts recognized in a given period and the high variability of certain amounts, such as mark-to-market adjustments. Organic revenue growth excludes the effect of acquisitions, divestitures and foreign currency. The Company is unable to present a quantitative reconciliation of the aforementioned forward-looking non-GAAP financial measures to its most directly comparable forward-looking GAAP financial measures because such information is not available, and management cannot reliably predict the necessary components of such GAAP measures without unreasonable effort or expense. The unavailable information could have a significant impact on the Company’s fiscal 2026 third quarter and full year GAAP financial results.

The Company initiated fiscal 2026 third quarter continuing operations guidance:

▪Organic sales growth of ~6%

▪Operating leverage of ~45%

▪Adjusted EPS of ~$1.28

The Company's fiscal 2026 full year continuing operations guidance is as follows:

▪Organic sales growth of ~6% (previously up mid-single digits)

▪Operating leverage of ~50% (unchanged)

▪Adjusted EPS of ~$4.85 (previously ~$4.70)

▪Adjusted free cash flow conversion of ~100% (unchanged)

CONFERENCE CALL & WEBCAST INFO

Johnson Controls will host a conference call to discuss this quarter’s results at 8:30 a.m. ET today, which can be accessed via webcast at https://johnson-controls-q2-2026-earnings.open-exchange.net. A slide presentation will accompany the prepared remarks and has been posted on the investor relations section of the Johnson Controls website at https://investors.johnsoncontrols.com/news-and-events/events-and-presentations. A replay will be made available approximately two hours following the conclusion of the conference call.

ABOUT JOHNSON CONTROLS

Johnson Controls, a global leader in thermal management, mission-critical building systems, energy efficiency, and decarbonization, helps customers use energy more productively, reduce carbon emissions, and operate with the precision and resilience required in rapidly expanding industries such as data centers, healthcare, pharmaceuticals, advanced manufacturing, and higher education.

For more than 140 years, Johnson Controls has delivered performance where it really matters. Backed by advanced technology, lifecycle services and an industry-leading field organization, we elevate customer performance, turn goals into real-world results and help move society forward.

Visit johnsoncontrols.com for more information and follow @Johnsoncontrols on social platforms.

JOHNSON CONTROLS CONTACTS:

INVESTOR CONTACT: MEDIA CONTACT:

Michael Gates

Danielle Canzanella

Direct: +1 414.524.5785 Direct: +1 203.499.8297

Email: michael.j.gates@jci.com

Email: danielle.canzanella@jci.com

###

JOHNSON CONTROLS INTERNATIONAL PLC CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Johnson Controls International plc (the "Company") has made statements in this document that are forward-looking and therefore are subject to risks and uncertainties. All statements in this document other than statements of historical fact are, or could be, "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In this document, statements regarding the Company’s future financial position, sales, costs, earnings, cash flows, other measures of results of operations, synergies and integration opportunities, capital expenditures, debt levels and market outlook are forward-looking statements. Words such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," "should," "forecast," "project" or "plan" and terms of similar meaning are also generally intended to identify forward-looking statements. However, the absence of these words does not mean that a statement is not forward-looking. The Company cautions that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control, that could cause the Company’s actual results to differ materially from those expressed or implied by such forward-looking statements, including, among others, risks related to: the ability to develop or acquire new products and technologies that achieve market acceptance and meet applicable quality and regulatory requirements; the ability to manage general economic, business and capital market conditions, including the impacts of trade restrictions, recessions, economic downturns and global price inflation; the ability to manage macroeconomic and geopolitical volatility, including changes to laws or policies governing foreign trade, including tariffs, economic sanctions, foreign exchange and capital controls, import/export controls or other trade restrictions as well as any associated supply chain disruptions; the ability to execute on the Company’s operating model and drive organizational improvement; the ability to innovate and adapt to emerging technologies, ideas and trends in the marketplace, including the incorporation of technologies such as artificial intelligence; fluctuations in the cost and availability of public and private financing for customers; the ability to manage disruptions caused by international conflicts, including Russia and Ukraine and the ongoing conflicts in the Middle East; the ability to successfully execute and complete portfolio simplification actions, as well as the possibility that the expected benefits of such actions will not be realized or will not be realized within the expected time frame; managing the risks and impacts of potential and actual security breaches, cyberattacks, privacy breaches or data breaches, maintaining and improving the capacity, reliability and security of the Company’s enterprise information technology infrastructure; the ability to manage the lifecycle cybersecurity risk in the development, deployment and operation of the Company’s digital platforms and services; fluctuations in currency exchange rates; the ability to hire and retain senior management and other key personnel; changes or uncertainty in laws, regulations, rates, policies, or interpretations that impact business operations or tax status; the ability to adapt to global climate change, climate change regulation and successfully meet the Company’s public sustainability commitments; the outcome of litigation and governmental proceedings; the risk of infringement or expiration of intellectual property rights; the ability to manage disruptions caused by catastrophic or geopolitical events, such as natural disasters, armed conflict, political change, climate change, pandemics and outbreaks of contagious diseases and other adverse public health developments; any delay or inability of the Company to realize the expected benefits and synergies of recent portfolio transactions; the tax treatment of recent portfolio transactions; significant transaction costs and/or unknown liabilities associated with such transactions; labor shortages, work stoppages, union negotiations, labor disputes and other matters associated with the labor force; and the cancellation of or changes to commercial arrangements. A detailed discussion of risks related to Johnson Controls’ business is included in the section entitled "Risk Factors" in Johnson Controls' Annual Report on Form 10-K for the year ended September 30, 2025 filed with the United States Securities and Exchange Commission ("SEC") on November 14, 2025, which is available at www.sec.gov and www.johnsoncontrols.com under the "Investors" tab. The description of certain of these risks is supplemented in Item 1A of Part II of Johnson Controls subsequently filed Quarterly Reports on Form 10-Q. The forward-looking statements included in this document are made only as of the date of this document, unless otherwise specified, and, except as required by law, Johnson Controls assumes no obligation, and disclaims any obligation, to update such statements to reflect events or circumstances occurring after the date of this document.

FINANCIAL STATEMENTS

Johnson Controls International plc

Consolidated Statements of Income

(in millions, except per share data; unaudited)

Three Months Ended

March 31,

Six Months Ended

March 31,

2026 2025 2026 2025

Net sales

Products and systems $ 4,199 $ 3,865 $ 8,091 $ 7,550

Services 1,943 1,811 3,848 3,552

6,142 5,676 11,939 11,102

Cost of sales

Products and systems 2,788 2,523 5,436 4,979

Services 1,092 1,084 2,167 2,128

3,880 3,607 7,603 7,107

Gross profit 2,262 2,069 4,336 3,995

Selling, general and administrative expenses 1,401 1,427 2,622 2,826

Restructuring and impairment costs 57 62 144 95

Net financing charges 67 80 126 166

Equity income 1 1 2 1

Income from continuing operations before income taxes 738 501 1,446 909

Income tax provision 126 26 278 73

Income from continuing operations 612 475 1,168 836

Income (loss) from discontinued operations, net of tax 4 51 (27) 141

Net income 616 526 1,141 977

Income attributable to noncontrolling interests

Continuing operations 3 2 4 —

Discontinued operations — 46 — 80

Net income attributable to Johnson Controls $ 613 $ 478 $ 1,137 $ 897

Income (loss) attributable to Johnson Controls

Continuing operations $ 609 $ 473 $ 1,164 $ 836

Discontinued operations 4 5 (27) 61

Total $ 613 $ 478 $ 1,137 $ 897

Basic earnings (loss) per share attributable to Johnson Controls

Continuing operations $ 1.00 $ 0.72 $ 1.90 $ 1.27

Discontinued operations 0.01 0.01 (0.04) 0.09

Total $ 1.01 $ 0.73 $ 1.86 $ 1.36

Diluted earnings (loss) per share attributable to Johnson Controls

Continuing operations $ 0.99 $ 0.71 $ 1.90 $ 1.26

Discontinued operations 0.01 0.01 (0.04) 0.09

Total $ 1.00 $ 0.72 $ 1.86 $ 1.35

Johnson Controls International plc

Condensed Consolidated Statements of Financial Position

(in millions; unaudited)

March 31, 2026 September 30, 2025

Assets

Cash and cash equivalents $ 698 $ 379

Accounts receivable - net 6,614 6,269

Inventories 1,933 1,820

Current assets held for sale 21 14

Other current assets 1,725 1,680

Current assets 10,991 10,162

Property, plant and equipment - net 2,096 2,193

Goodwill 16,547 16,633

Other intangible assets - net 3,484 3,613

Noncurrent assets held for sale 120 140

Other noncurrent assets 5,116 5,198

Total assets $ 38,354 $ 37,939

Liabilities and Equity

Short-term debt $ 882 $ 723

Current portion of long-term debt 28 566

Accounts payable 3,610 3,614

Accrued compensation and benefits 822 1,268

Deferred revenue 2,845 2,470

Current liabilities held for sale 21 12

Other current liabilities 2,397 2,288

Current liabilities 10,605 10,941

Long-term debt 8,613 8,591

Pension and postretirement benefit obligations 189 211

Noncurrent liabilities held for sale 24 9

Other noncurrent liabilities 5,380 5,233

Noncurrent liabilities 14,206 14,044

Shareholders’ equity attributable to Johnson Controls 13,518 12,927

Noncontrolling interests 25 27

Total equity 13,543 12,954

Total liabilities and equity $ 38,354 $ 37,939

Consolidated Statements of Cash Flows

(in millions; unaudited)

Three Months Ended

March 31,

Six Months Ended

March 31,

2026 2025 2026 2025

Operating Activities of Continuing Operations

Income from continuing operations:

Attributable to Johnson Controls $ 609 $ 473 $ 1,164 $ 836

Attributable to noncontrolling interests 3 2 4 —

Total 612 475 1,168 836

Adjustments to reconcile net income to cash provided by operating activities of continuing operations:

Depreciation and amortization 169 202 333 395

Pension and postretirement benefits (16) (21) (28) (37)

Deferred income taxes (18) (53) 3 (107)

Noncash restructuring and impairment charges 44 25 104 33

Equity-based compensation 32 31 66 59

Gain on business divestiture (3) 6 (73) 6

Other - net 24 18 25 26

Changes in assets and liabilities:

Accounts receivable (460) (191) (389) 93

Inventories (28) (12) (140) (27)

Other assets 9 (42) 97 (213)

Restructuring reserves (23) (5) (26) (3)

Accounts payable and accrued liabilities 238 180 63 (227)

Accrued income taxes 92 (63) 80 (35)

Cash provided by operating activities from continuing operations 672 550 1,283 799

Investing Activities of Continuing Operations

Capital expenditures (68) (94) (148) (210)

Divestiture of businesses, net of cash divested 2 (4) 209 1

Other - net 17 (14) (20) (8)

Cash provided (used) by investing activities from continuing operations (49) (112) 41 (217)

Financing Activities of Continuing Operations

Net proceeds from borrowings with maturities less than three months 251 346 65 358

Proceeds from debt 200 — 316 1,369

Repayments of debt (538) (502) (639) (1,096)

Stock repurchases and retirements (215) (330) (215) (660)

Payment of cash dividends (244) (245) (489) (490)

Employee equity-based compensation withholding taxes (11) (2) (60) (31)

Other - net (9) 58 (8) 76

Cash used by financing activities from continuing operations (566) (675) (1,030) (474)

Discontinued Operations

Cash provided (used) by operating activities (31) 49 (98) 47

Cash used by investing activities — (17) — (27)

Cash used by financing activities — (65) — (65)

Cash used by discontinued operations (31) (33) (98) (45)

Effect of exchange rate changes on cash, cash equivalents and restricted cash 118 (169) 123 (15)

Change in cash, cash equivalents and restricted cash held for sale (4) (1) (4) 3

Increase (decrease) in cash, cash equivalents and restricted cash 140 (440) 315 51

Cash, cash equivalents and restricted cash at beginning of period 573 1,258 398 767

Cash, cash equivalents and restricted cash at end of period 713 818 713 818

Less: Restricted cash 15 23 15 23

Cash and cash equivalents at end of period $ 698 $ 795 $ 698 $ 795

FOOTNOTES

1.Sale of Residential and Light Commercial HVAC Business

In July 2025, the Company sold its Residential and Light Commercial ("R&LC") HVAC business, including the North America Ducted business and the global Residential joint venture with Hitachi Global Life Solutions, Inc. (“Hitachi”), of which Johnson Controls owned 60% and Hitachi owned 40%. The R&LC HVAC business met the criteria to be classified as a discontinued operation and, as a result, its historical financial results are reflected in the consolidated financial statements as a discontinued operation.

2.Non-GAAP Measures

The Company reports various non-GAAP measures in this earnings release and the related earnings presentation. Non-GAAP measures should be considered in addition to, and not as replacements for, the most comparable GAAP measures. Refer to the following footnotes for further information on the calculations of the non-GAAP measures and reconciliations of the non-GAAP measures to the most comparable GAAP measures.

Organic sales

Organic sales growth excludes the impact of acquisitions, divestitures and foreign currency. Management believes organic sales growth is useful to investors in understanding period-over-period sales results and trends.

Cash flow

Management believes free cash flow and adjusted free cash flow measures are useful to investors in understanding the strength of the Company and its ability to generate cash. These non-GAAP measures can also be used to evaluate the Company’s ability to generate cash flow from operations and the impact that this cash flow has on its liquidity. Management also believes adjusted free cash flows are useful to investors in understanding period-over-period cash flows, cash trends and ongoing cash flows of the Company.

Adjusted free cash flow and adjusted free cash flow conversion are non-GAAP measures which exclude the impacts of the following:

•JC Capital cash flows primarily include activity associated with finance/notes receivables and inventory and/or capital expenditures related to lease arrangements. JC Capital net income is primarily related to interest income on the finance/notes receivable and profit recognized on arrangements with sales-type lease components.

•The impact of the accounts receivables factoring program which was discontinued in March 2024.

•Cash payments related to the water systems AFFF settlement and cash receipts for AFFF-related insurance recoveries.

•Prepayment of royalty fees associated with certain IP licensed to divested businesses.

•Discrete tax payments are non-recurring tax settlements for certain non-US jurisdictions.

Adjusted financial measures

Adjusted financial measures are non-GAAP measures that are derived by excluding certain amounts from the corresponding financial measures determined in accordance with GAAP. The determination of the excluded amounts is a matter of management judgment and depends upon the nature and variability of the underlying expense or income amounts and other factors.

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

•Net mark-to-market adjustments are the result of adjusting restricted asbestos investments and pension and postretirement plan assets to their current market value. These adjustments may have a favorable or unfavorable impact on results.

•Restructuring and impairment costs represents restructuring costs attributable to Johnson Controls including costs associated with exit plans or other restructuring plans that will have a more significant impact on the underlying cost structure of the organization. Impairment costs primarily relate to write-downs of goodwill, intangible assets and assets held for sale to their fair value.

•Water systems AFFF settlement and insurance recoveries include amounts related to a settlement with a nationwide class of public water systems concerning the use of AFFF manufactured and sold by a subsidiary of the Company, and AFFF-related insurance recoveries.

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

•Transformation costs represent incremental expenses incurred in association with strategic growth initiatives and cost saving opportunities in order to realize the benefits of portfolio simplification and the Company's lifecycle solutions strategy.

•ERP asset - accelerated depreciation represents a change in ERP strategy within the EMEA segment, which led to certain assets being abandoned and the useful lives reduced.

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

•Loss (gain) on divestiture relates to the sale of the ADT Mexico Security and ADTi businesses.

•EMEA joint venture loss relates to certain non-recurring losses associated with the equity method accounting of a joint venture company.

•Discrete tax items, net includes the net impact of discrete tax items within the period, including the following types of items: changes in estimates associated with valuation allowances, changes in estimates associated with reserves for uncertain tax positions, withholding taxes recorded upon changes in indefinite re-investment assertions for businesses to be disposed of and impacts from statutory rate changes.

•Related tax impact includes the tax impact of the various excluded items.

Management believes the exclusion of these items is useful to investors due to the unusual nature and/or magnitude of the amounts. When considered together with unadjusted amounts, adjusted financial measures are useful to investors in understanding period-over-period operating results, business trends and ongoing operations of the Company. Management may also use these metrics as guides in forecasting, budgeting and long-term planning processes and for compensation purposes.

Operating leverage

Operating leverage is defined as the ratio of the change in adjusted EBIT for the period, divided by the corresponding change in net revenues. Management believes operating leverage is a useful metric to reflect enterprise value creation, capturing the impact of scale and cost discipline across the organization.

Debt ratios

Management believes that net debt to adjusted EBITDA, a non-GAAP measure, is useful to understanding the Company's financial condition as the ratio provides an overview of the extent to which the Company relies on external debt financing for its funding and also is a measure of risk to its shareholders.

3. Sales

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

Net sales

Three Months Ended March 31

(in millions)

Americas

EMEA

APAC

Total

Net sales - 2025

$ 3,837 $ 1,201 $ 638 $ 5,676

Base year adjustments

Divestitures and other — (22) — (22)

Foreign currency 24 89 15 128

Adjusted base net sales 3,861 1,268 653 5,782

Organic growth 260 14 86 360

Net sales - 2026

$ 4,121 $ 1,282 $ 739 $ 6,142

Growth %:

Net sales 7 % 7 % 16 % 8 %

Organic growth 7 % 1 % 13 % 6 %

Net sales Six Months Ended March 31

(in millions)

Americas

EMEA

APAC

Total

Net sales - 2025

$ 7,464 $ 2,358 $ 1,280 $ 11,102

Base year adjustments

Divestitures and other — (37) — (37)

Foreign currency 30 154 16 200

Adjusted base net sales 7,494 2,475 1,296 11,265

Acquisitions — 3 — 3

Organic growth 470 65 136 671

Net sales - 2026

$ 7,964 $ 2,543 $ 1,432 $ 11,939

Growth %:

Net sales 7 % 8 % 12 % 8 %

Organic growth 6 % 3 % 10 % 6 %

Products and systems revenue

Three Months Ended March 31

(in millions)

Americas

EMEA

APAC

Total

Products and systems revenue - 2025

$ 2,711 $ 721 $ 433 $ 3,865

Base year adjustments

Divestitures and other — 1 — 1

Foreign currency 20 57 11 88

Adjusted products and systems revenue 2,731 779 444 3,954

Organic growth 144 20 81 245

Products and systems revenue - 2026

$ 2,875 $ 799 $ 525 $ 4,199

Growth %:

Products and systems revenue 6 % 11 % 21 % 9 %

Organic growth 5 % 3 % 18 % 6 %

Products and systems revenue Six Months Ended March 31

(in millions)

Americas

EMEA

APAC

Total

Products and systems revenue - 2025

$ 5,247 $ 1,421 $ 882 $ 7,550

Base year adjustments

Divestitures and other — 1 — 1

Foreign currency 27 102 12 141

Adjusted products and systems revenue 5,274 1,524 894 7,692

Acquisitions — 3 — 3

Organic growth 241 34 121 396

Products and systems revenue - 2026

$ 5,515 $ 1,561 $ 1,015 $ 8,091

Growth %:

Products and systems revenue 5 % 10 % 15 % 7 %

Organic growth 5 % 2 % 14 % 5 %

Service revenue

Three Months Ended March 31

(in millions)

Americas

EMEA

APAC

Total

Service revenue - 2025

$ 1,126 $ 480 $ 205 $ 1,811

Base year adjustments

Divestitures and other — (23) — (23)

Foreign currency 4 32 4 40

Adjusted base service revenue 1,130 489 209 1,828

Organic growth 116 (6) 5 115

Service revenue - 2026

$ 1,246 $ 483 $ 214 $ 1,943

Growth %:

Service revenue 11 % 1 % 4 % 7 %

Organic growth 10 % (1) % 2 % 6 %

Service revenue Six Months Ended March 31

(in millions)

Americas

EMEA

APAC

Total

Service revenue - 2025

$ 2,217 $ 937 $ 398 $ 3,552

Base year adjustments

Divestitures and other — (38) — (38)

Foreign currency 3 52 4 59

Adjusted base service revenue 2,220 951 402 3,573

Organic growth 229 31 15 275

Service revenue - 2026

$ 2,449 $ 982 $ 417 $ 3,848

Growth %:

Service revenue 10 % 5 % 5 % 8 %

Organic growth 10 % 3 % 4 % 8 %

4. Cash Flow, Free Cash Flow and Free Cash Flow Conversion

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

Three Months Ended

March 31,

Six Months Ended

March 31,

(in millions) 2026 2025 2026 2025

Cash provided by operating activities from continuing operations $ 672 $ 550 $ 1,283 $ 799

Income from continuing operations attributable to Johnson Controls 609 473 1,164 836

Operating cash flow conversion 110 % 116 % 110 % 96 %

Cash provided by operating activities from continuing operations $ 672 $ 550 $ 1,283 $ 799

Capital expenditures (68) (94) (148) (210)

Free cash flow (non-GAAP) $ 604 $ 456 $ 1,135 $ 589

Income from continuing operations attributable to Johnson Controls $ 609 $ 473 $ 1,164 $ 836

Free cash flow conversion from net income (non-GAAP) 99 % 96 % 98 % 70 %

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

Three Months Ended

March 31,

Six Months Ended

March 31,

(in millions) 2026 2025 2026 2025

Free cash flow (non-GAAP) $ 604 $ 456 $ 1,135 $ 589

Adjustments:

JC Capital cash used by operating activities 6 11 (25) 77

Water systems AFFF settlement cash payments and insurance recoveries (84) (11) (158) 386

Prepaid IP royalties for divested businesses — — (29) —

Impact from discontinued factoring program — 7 — 14

Discrete tax payments — — 31 —

Adjusted free cash flow (non-GAAP) $ 526 $ 463 $ 954 $ 1,066

Adjusted net income attributable to JCI (non-GAAP) $ 730 $ 545 $ 1,277 $ 971

JC Capital net (income) loss (11) 9 (4) 4

Adjusted net income attributable to JCI, excluding JC Capital (non-GAAP) $ 719 $ 554 $ 1,273 $ 975

Adjusted free cash flow conversion (non-GAAP) 73 % 84 % 75 % 109 %

5. EBIT, Segment Profitability and Corporate Expense

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

Three Months Ended March 31, Six Months Ended March 31,

(in millions; unaudited) 2026 2025 2026 2025

Income from continuing operations:

Attributable to Johnson Controls $ 609 $ 473 $ 1,164 $ 836

Attributable to noncontrolling interests 3 2 4 —

Income from continuing operations 612 475 1,168 836

Less: Income tax provision (1)

126 26 278 73

Income before income taxes 738 501 1,446 909

Net financing charges 67 80 126 166

EBIT $ 805 $ 581 $ 1,572 $ 1,075

EBIT margin 13.1 % 10.2 % 13.2 % 9.7 %

Adjusting items:

Net mark-to-market adjustments (14) (13) (12) (14)

Restructuring and impairment costs (57) (62) (144) (95)

Water systems AFFF insurance recoveries 1 8 131 12

Transaction/separation costs (13) (7) (25) (18)

Transformation costs (62) (46) (117) (79)

Gain on divestiture — — 70 —

Adjusted EBIT (non-GAAP) $ 950 $ 701 $ 1,669 $ 1,269

Adjusted EBIT margin (non-GAAP) 15.5 % 12.4 % 14.0 % 11.4 %

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

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

Three Months Ended March 31,

(in millions)

Americas

EMEA

APAC

2026 2025 2026 2025 2026 2025

Sales $ 4,121 $ 3,837 $ 1,282 $ 1,201 $ 739 $ 638

Segment EBIT 705 616 179 117 143 101

Amortization 77 91 7 18 3 3

Segment EBITA (non-GAAP) 782 707 186 135 146 104

Adjusting items:

Transformation costs 20 2 5 — — —

Adjusted Segment EBIT (non-GAAP) 725 618 184 117 143 101

Adjusted Segment EBITA (non-GAAP) 802 709 191 135 146 104

Segment EBIT margin % 17.1 % 16.1 % 14.0 % 9.7 % 19.4 % 15.8 %

Adjusted Segment EBIT margin % (non-GAAP) 17.6 % 16.1 % 14.4 % 9.7 % 19.4 % 15.8 %

Segment EBITA margin % (non-GAAP) 19.0 % 18.4 % 14.5 % 11.2 % 19.8 % 16.3 %

Adjusted Segment EBITA margin % (non-GAAP) 19.5 % 18.5 % 14.9 % 11.2 % 19.8 % 16.3 %

Six Months Ended March 31,

(in millions)

Americas

EMEA

APAC

2026 2025 2026 2025 2026 2025

Sales $ 7,964 $ 7,464 $ 2,543 $ 2,358 $ 1,432 $ 1,280

Segment EBIT 1,249 1,110 330 233 256 186

Amortization 153 186 14 38 7 8

Segment EBITA (non-GAAP) 1,402 1,296 344 271 263 194

Adjusting items:

Transformation costs 32 2 11 — — —

Adjusted Segment EBIT (non-GAAP) 1,281 1,112 341 233 256 186

Adjusted Segment EBITA (non-GAAP) 1,434 1,298 355 271 263 194

Segment EBIT margin % 15.7 % 14.9 % 13.0 % 9.9 % 17.9 % 14.5 %

Adjusted Segment EBIT margin % (non-GAAP) 16.1 % 14.9 % 13.4 % 9.9 % 17.9 % 14.5 %

Segment EBITA margin % (non-GAAP) 17.6 % 17.4 % 13.5 % 11.5 % 18.4 % 15.2 %

Adjusted Segment EBITA margin % (non-GAAP) 18.0 % 17.4 % 14.0 % 11.5 % 18.4 % 15.2 %

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

Three Months Ended March 31, Six Months Ended March 31,

(in millions) 2026 2025 2026 2025

Adjusted Segment EBITA (non-GAAP)

Americas $ 802 $ 709 $ 1,434 $ 1,298

EMEA 191 135 355 271

APAC 146 104 263 194

Sales 6,142 5,676 11,939 11,102

Adjusted Segment EBITA margin (non-GAAP) 18.5 % 16.7 % 17.2 % 15.9 %

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

Three Months Ended

March 31,

Six Months Ended

March 31,

(in millions) 2026 2025 2026 2025

Corporate expense (GAAP) $ 152 $ 186 $ 308 $ 357

Adjusting items:

Transaction/separation costs (13) (7) (25) (18)

Transformation costs (37) (44) (74) (77)

Adjusted Corporate expense (non-GAAP) $ 102 $ 135 $ 209 $ 262

6. Net Income and Diluted Earnings Per Share

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

Three Months Ended March 31,

Income from continuing operations attributable to JCI Diluted earnings

per share

(in millions, except per share) 2026 2025 2026 2025

As reported (GAAP) $ 609 $ 473 $ 0.99 $ 0.71

Adjusting items:

Net mark-to-market adjustments 14 13 0.02 0.02

Restructuring and impairment costs 57 62 0.09 0.09

Water systems AFFF insurance recoveries (1) (8) — (0.01)

Transaction/separation costs 13 7 0.02 0.01

Transformation costs 62 46 0.10 0.07

Discrete tax items — (36) — (0.05)

Related tax impact (24) (12) (0.04) (0.02)

Adjusted (non-GAAP)* $ 730 $ 545 $ 1.19 $ 0.82

* May not sum due to rounding

Six Months Ended March 31,

Income from continuing operations attributable to JCI Diluted earnings

per share

(in millions, except per share) 2026 2025 2026 2025

As reported (GAAP) $ 1,164 $ 836 $ 1.90 $ 1.26

Adjusting items:

Net mark-to-market adjustments 12 14 0.02 0.02

Restructuring and impairment costs 144 95 0.23 0.14

Water systems AFFF insurance recoveries (131) (12) (0.21) (0.02)

Transaction/separation costs 25 18 0.04 0.03

Transformation costs 117 79 0.19 0.12

Gain on divestiture (70) — (0.11) —

Discrete tax items 11 (36) 0.02 (0.05)

Related tax impact 5 (23) 0.01 (0.03)

Adjusted (non-GAAP)* $ 1,277 $ 971 $ 2.08 $ 1.46

* May not sum due to rounding

The following table reconciles the denominators used to calculate basic and diluted earnings per share (in millions; unaudited):

Three Months Ended

March 31,

Six Months Ended

March 31,

2026 2025 2026 2025

Weighted average shares outstanding

Basic weighted average shares outstanding 612 659 612 661

Effect of dilutive securities:

Stock options, unvested restricted stock and unvested performance share awards 2 2 2 2

Diluted weighted average shares outstanding 614 661 614 663

7. Debt Ratios

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

(in millions) March 31, 2026 December 31, 2025 March 31, 2025

Short-term debt $ 882 $ 436 $ 1,261

Current portion of long-term debt 28 568 558

Long-term debt 8,613 8,701 8,167

Total debt 9,523 9,705 9,986

Less: cash and cash equivalents 698 552 795

Net debt $ 8,825 $ 9,153 $ 9,191

Last twelve months income before income taxes $ 2,506 $ 2,269 $ 2,582

Net debt to income before income taxes 3.5 x 4.0 x 3.6 x

Last twelve months adjusted EBITDA (non-GAAP) $ 4,325 $ 4,109 $ 3,779

Net debt to adjusted EBITDA (non-GAAP) 2.0x 2.2x 2.4x

The following table reconciles income from continuing operations to adjusted EBIT and adjusted EBITDA (unaudited):

Twelve Months Ended

(in millions) March 31, 2026 December 31, 2025 March 31, 2025

Income from continuing operations $ 2,056 $ 1,919 $ 2,225

Income tax provision 450 350 357

Income before income taxes 2,506 2,269 2,582

Net financing charges 279 292 332

EBIT 2,785 2,561 2,914

Adjusting items:

Net mark-to-market adjustments 4 3 4

Restructuring and impairment costs 595 600 330

Water systems AFFF insurance recoveries (158) (165) (379)

Earn-out adjustments — — (61)

Transaction/separation costs 46 40 45

Transformation costs 218 202 79

ERP asset - accelerated depreciation 102 102 —

Loss (gain) on divestiture (70) (70) 42

EMEA joint venture loss

— — 17

Adjusted EBIT (non-GAAP) 3,522 3,273 2,991

Depreciation and amortization 803 836 788

Adjusted EBITDA (non-GAAP) $ 4,325 $ 4,109 $ 3,779

8. Income Taxes

After adjusting for certain non-recurring items, the Company's effective tax rate for continuing operations was approximately 17% for the three and six months ending March 31, 2026 and approximately 12% for the three and six months ending March 31, 2025.

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May 06, 2026

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