AddedRisk Factors
relationships and market share. We have conducted product recalls and field corrective actions in the past and may do so again in the future.
JCIJohnson Controls
Johnson Controls International plc, headquartered in Cork, Ireland, is a global leader in smart, healthy and sustainable buildings, serving a wide range of customers around the globe. 10-K, Item 1
- Employees
- 87,000
- Headquarters
- Cork, L2
- Next results
- around Feb 3, 2027
10-K 0000833444-25-000097 (2025-11-14) vs 10-K 0000833444-24-000064 (2024-11-19)
| Section | Compared text | Words now | Changed |
|---|---|---|---|
| Risk Factors | Item 1A | 11,886 | 17.9% |
| MD&A | Item 7 | 8,723 | 31.0% |
| Legal Proceedings | Item 3, via Note 20 – COMMITMENTS AND CONTINGENCIES | 4,938 | 19.8% |
| Accounting Policies | Item 8, Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 7,072 | 9.6% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 233 words changed in this paragraph; it is 48% similar to last year's version.
We collect, store, have access to and otherwise process certain confidential or sensitive data, including proprietary business information, customer data, personal data or other information that is subject to privacy and security laws, regulations and/or customer-imposed controls. Despite our efforts to protect such data, our business business, data and our products may have been and will in the future be vulnerable to security incidents, theft, misplaced or lost data, programming errors, or errors that could potentially lead to compromising the compromise or further compromise of such data, improper use of our products, systems, software solutions or networks, unauthorized access, use, disclosure, modification or destruction of information, defective products, production downtimes and operational disruptions. During September 2023, we experienced a cybersecurity event consisting of unauthorized access, data exfiltration where certain data, primarily employee, job applicant and deployment of ransomware by a third party to a portion of our internal IT infrastructure. The actual or perceived risk of theft, loss, fraudulent use or misuse of customer, employee or other data as a result of the cybersecurity incident, as well as non-compliance with applicable industry standards or our contractual or other legal obligations or privacy and personal information security policies regarding such data, could result in costs, fines, litigation or regulatory actions. We could face similar consequences in the future if we, our suppliers, channel partners, customers or other third parties experience the actual or perceived risk of theft, loss, fraudulent use or misuse of data, including as a result of employee error or malfeasance, or as a result of the imaging, software, security and other products we incorporate into our products. Such an event could lead customers related data, was impacted. The Company has taken appropriate actions to select the products notify individuals and services of our competitors. Both the cybersecurity incident and similar future incidents could harm our reputation, cause unfavorable publicity or otherwise adversely affect certain potential customers’ perception of the security and reliability of our services as well as our credibility and reputation, which could result in lost sales. regulatory authorities.
Source: Item 1A, 10-K 0000833444-25-000097 vs Item 1A, 10-K 0000833444-24-000064
MD&A 169 words changed in this paragraph; it is 52% similar to last year's version.
The Company is a global leader in engineering, manufacturing, commissioning and retrofitting building products and systems, including residential and commercial HVAC heating, ventilating, air-conditioning ("HVAC") equipment, industrial refrigeration systems, controls, security systems, fire-detection systems and fire-suppression solutions. The Company further serves customers by providing technical services, including maintenance, management, repair, retrofit and replacement of equipment (in the HVAC, industrial refrigeration, controls, security and fire-protection space), space) and energy-management consulting. The Company's OpenBlue digital software platform enables enterprises to better manage their physical spaces by combining the Company's building products and services with cutting-edge technology and digital capabilities to enable data-driven “smart building” services and solutions. The Company partners with customers by leveraging its broad product portfolio and digital capabilities, powered by OpenBlue, together with its direct channel service and solutions capabilities, to deliver outcome-based solutions across the lifecycle of a building and services addressing distinct and diverse operating environments and regulatory requirements that address customers’ needs in their core missions. On April 1, 2025, the Company, as part of ongoing initiatives to improve energy efficiency, enhance security, create healthy environments drive simplification, accelerate growth, better reflect its organizational and reduce greenhouse gas emissions. operational structure and align with the manner in which the Company's chief operating decision maker assesses performance and makes decisions regarding the allocation of resources following portfolio simplification actions, realigned into three reportable segments (Americas, EMEA and APAC) from four reportable segments (Global Products, Building Solutions North America, Building Solutions EMEA/LA and Building Solutions APAC). The Company began reporting under this segment structure on April 1, 2025.
Source: Item 7, 10-K 0000833444-25-000097 vs Item 7, 10-K 0000833444-24-000064
Legal Proceedings 144 words changed in this paragraph; it is 37% similar to last year's version.
It is not possible to estimate the Company’s ultimate level of liability at many remediation sites due to the large number of other parties that may be involved, the complexity of determining the relative liability among those parties, the financial viability of other potentially responsible parties and third-party indemnitors, the uncertainty as to the nature and scope of the investigations and remediation to be conducted, changes in environmental regulations, changes in permissible levels of specific compounds in soil, groundwater and drinking water sources, or changes in enforcement theories and policies, including efforts to recover natural resource damages, the uncertainty in the application of law and risk assessment, the various choices and costs associated with diverse technologies that may be used in corrective actions at the sites, and the often quite lengthy periods over which eventual remediation may occur. It is possible that technological, regulatory or enforcement developments, the results of additional environmental studies or other factors could change the Company's expectations with respect to future charges and cash outlays, and such changes could be material to the Company's future results of operations, financial condition or cash
Source: Item 3, via Note 20 – COMMITMENTS AND CONTINGENCIES, 10-K 0000833444-25-000097 vs Item 3, via Note 21 – COMMITMENTS AND CONTINGENCIES, 10-K 0000833444-24-000064
Accounting Policies 128 words changed in this paragraph; it is 33% similar to last year's version.
Certain contracts and related customer relationships result from purchasing residential security monitoring contracts from an external network of independent dealers who operate under the ADT dealer program, primarily outside of North America. Acquired contracts and related customer relationships are recorded at their contractually determined purchase price. During the first 6 months (12 months in certain circumstances) after the purchase of the customer contract, any cancellation of monitoring service, including those that result from customer payment delinquencies, results in a chargeback by the Company to the dealer for the full amount of the contract purchase price. The Company records the amount charged back to the dealer as a reduction of the previously recorded intangible asset. Intangible assets arising from the ADT dealer program are amortized in pools determined by the same month and year of contract acquisition on a straight-line basis over the period of the customer relationship. The estimated useful life of dealer intangibles ranges from 12 to 15 years.
Source: Item 8, Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000833444-25-000097 vs Item 8, Note 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0000833444-24-000064
Every change, by type
Sentences and paragraphs of JCI's Risk Factors and MD&A, 10-K 2025-11-14 against 10-K 2024-11-19. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
Our ability to compete and generate sales depends in part on our capacity to meet customer demand and ensure that products and services are delivered to the customer on time. If we are unable to manufacture and deliver products to customers on time, we could experience lost sales and increased costs and we could be exposed to legal, financial, and reputational risks. The inability to deliver our products to customers on time could also restrict our manufacturing capacity, which could lead to the loss of customers and restrict our ability to grow sales.
AddedRisk Factors
The actual or perceived risk of theft, loss, fraudulent use or misuse of customer, employee or other data as a result of the foregoing or any other cybersecurity incident, as well as non-compliance with applicable industry standards or our contractual
AddedRisk Factors
or other legal obligations or privacy and information security policies regarding such data, could result in litigation and/or regulatory activity and associated fines, damages, costs, awards, or settlements.
AddedRisk Factors
Such an event could lead customers to select the products and services of our competitors. Such incidents could harm our reputation, cause unfavorable publicity or otherwise adversely affect certain existing and potential customers’ perception of the security and reliability of our services as well as our credibility and reputation, which could result in lost sales. In addition, we have and may in the future be required to make certain third-party notifications to individuals and regulators.
AddedRisk Factors
The United States has announced tariffs and reciprocal tariffs on a wide range of products manufactured or produced worldwide, including Canada, China, the European Union, Japan and Mexico, among others. Several countries have similarly announced reciprocal or other tariffs impacting products manufactured or produced in the United States. The United States has and may in the future pause, reimpose or increase tariffs, and countries subject to such tariffs have and, in the future, may impose reciprocal tariffs or other restrictive trade measures in response to the imposition of tariffs by the United States. We maintain operations worldwide, including the jurisdictions impacted by announced and contemplated tariffs. If the actual and potential tariffs and reciprocal tariffs are implemented, we expect that such actions could negatively impact our revenue growth and margins in future periods through increased costs, decreased demand and other adverse economic impacts. We could also experience increased material cost inflation and component shortages, as well as disruptions and delays in our supply chain. The net effect of these actions will depend on our ability to successfully mitigate and offset their impact, which may not be effective.
AddedRisk Factors
performance of the APAC segment. The continuation of economic weakness in China or in other regions could adversely impact our financial performance in such regions, as well as our consolidated financial performance.
AddedRisk Factors
significant, and impairment of such assets could result in a material adverse impact on our financial condition and results of operations.
AddedRisk Factors
The U.S. Foreign Corrupt Practices Act (the "FCPA"), the U.K. Bribery Act and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials or other persons for the purpose of obtaining or retaining business, and require that companies maintain accurate books and records. Our policies
AddedRisk Factors
terms could have a material adverse impact on our business and financial condition, results of operations and cash flows. See Note 20, “Commitments and Contingencies,” of the notes to consolidated financial statements for additional information on these matters.
AddedRisk Factors
were to be treated as a U.S. corporation for federal tax purposes, we could be subject to substantially greater U.S. tax liability than currently contemplated as a non-U.S. corporation.
AddedRisk Factors
Dividends paid by us may be subject to Irish dividend withholding or Irish income tax.
RemovedRisk Factors
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RewordedRisk Factors
Any of the following could materially and adversely impact the results of operations of our business: loss of, changes in, or failure to perform under guaranteed performance contracts with our major customers; cancellation of, or significant delays in, projects in our backlog; delays or difficulties in new product development; our ability to recognize the expected benefits of our restructuring actions, actions; downgrades in the ratings of our debt, material increases to our level of indebtedness, indebtedness; risks related to our defined benefit retirement plans; increases in the costs of our products and services that we are unable to pass on to the market; changes in energy costs or governmental regulations that would decrease the incentive for customers to update or improve their building control systems; and natural or man-made disasters or losses that impact our ability to deliver products and services to our customers.
RewordedRisk Factors
RewordedRisk Factors
A transfer of Johnson Controls ordinary shares from a seller who holds shares beneficially (i.e., through the Depository Trust Company ("DTC")) to a buyer who holds the acquired shares beneficially (i.e., through DTC), which is effected by the debit/credit of book-entry interests representing the shares through DTC, is not subject to Irish stamp duty (unless the transfer involves a change in the nominee that is the record holder of the transferred shares). duty.
RewordedRisk Factors
While we maintain general liability insurance coverage and coverage for errors or omissions, such coverage might not be adequate or otherwise protect us from liabilities or damages with respect to claims alleging compromises of customer data, that such coverage will continue to be available to us on acceptable terms or at all, or that such coverage will pay future claims.
RewordedRisk Factors
If we are unable to be agile and responsive to disruption in the development of new products, services and technologies, including technologies capabilities such as artificial intelligence and machine learning, our business, financial condition, results of operations and cash flows could be adversely affected. energy efficiency, cooling technology (including liquid
RewordedRisk Factors
We seek to develop and maintain a high-performance, customer centric culture and commercial organization characterized by continuous efficient differentiated products and timely customer service, customer support, services, the attraction and customer intimacy enabling long-term customer loyalty. retention of top talent and delivering sustained results.
RewordedRisk Factors
Risks associated with these actions include delays in execution, including a delay in the completion of the R&LC HVAC business divestiture, additional unexpected costs, loss of customer relationships, realization of fewer than estimated productivity improvements, increased change fatigue, organizational strain and adverse effects on employee morale.
RewordedRisk Factors
RewordedRisk Factors
RewordedRisk Factors
The goodwill and intangible long-lived assets recorded in past acquisitions were significant, and in future acquisitions could be significant, and impairment of such assets could result in a material adverse impact on our financial condition and results of operations.
RewordedRisk Factors
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Quiet changesRisk Factors
Quiet changesRisk Factors
Competition or other regulatory investigations can continue for several years, be costly to defend and can result in substantial fines.
AddedMD&A
The Company maintains global operations. The United States has announced tariffs and reciprocal tariffs on a wide range of products manufactured or produced worldwide, including Canada, China, the European Union, Japan and Mexico, among others. Several countries have similarly announced reciprocal or other tariffs impacting products manufactured or produced in the United States. In addition, the United States and other nations have, and may in the future, pause, reimpose, decrease or increase tariffs. Although the Company has been largely able to mitigate the impact of tariffs that have been enacted to date, if additional tariffs and reciprocal tariffs are implemented (whether as currently proposed or otherwise), such actions could negatively impact the Company's revenue growth and margins in future periods through decreased sales and increased cost of goods sold. Further, the Company has experienced, and could again experience, increased material cost inflation and component shortages, as well as disruptions and delays in its supply chain, as a result of global macroeconomic trends including the imposition of tariffs and other restrictive trade measures, as well as geopolitical and economic tensions. The net effect of these events will continue to depend on the Company’s ability to successfully mitigate and offset their impact.
AddedMD&A
The Company is taking actions to mitigate the actual and anticipated impact of these events, including strengthening the Company's in region, for region manufacturing strategy, pivoting to local sourcing in its supply chain, accelerating pricing actions and asserting contractual rights through change orders. The Company has historically taken a variety of actions to mitigate trade restrictions, supply chain disruptions and inflation, including through expanding and redistributing its supplier network, supplier financing, accelerated purchasing and productivity improvements. These actions have largely been successful mitigating the impacts of the current macroeconomic environment, however, it is uncertain as to whether the actions taken or contemplated to be taken by the Company will be effective in continuing to mitigate the impact of current and future trade restrictions and their related impacts. The Company continues to actively monitor and evaluate the development and potential impacts of tariffs and other trade restrictions on its supply chain and results of operations.
AddedMD&A
Certain of our customers, including governmental and institutional customers, have exhibited increased uncertainty regarding future spending decisions due to various political and economic factors, including budget reductions, reprioritization of spending, interest rate fluctuation and economic uncertainty. This uncertainty has and may in the future impact on the Company's ability to predict and forecast the revenue and backlog associated with these customers.
AddedMD&A
The Chief Executive Officer, the Company’s CODM, evaluates the performance of its segments and allocates resources based on two profitability measures, Segment EBITA and Segment EBIT:
AddedMD&A
•Segment earnings before interest and taxes ("EBIT") represents Segment EBITA, adding back the impact of amortization of intangible assets. Segment EBIT allows the CODM to review profitability, inclusive of the impact of significant acquisition activity, informing the CODM of how the business is integrating key strategic initiatives and generating synergies.
AddedMD&A
Both EBITA and EBIT are reviewed by the CODM and compared against the profit plan and forecast for the current and prior year. Segment EBITA and Segment EBIT are not defined under GAAP and may not be comparable to similarly titled measures used by other companies. Measures of total assets by reportable segment are not provided to the CODM. Therefore, asset information by segment is not disclosed.
AddedMD&A
Financial information relating to the Company’s reportable segments is as follows (in millions):
AddedMD&A
Refer to Note 18, "Segment Information," for a reconciliation of Segment EBITA and Segment EBIT to Income from continuing operations before income taxes.
AddedMD&A
•The increases for Americas were primarily due to higher margin backlog conversion and volumes, partially offset by the impact of prior year earn-out adjustments.
AddedMD&A
•The increases in EMEA were primarily driven by productivity improvements and positive mix from the growth in Services.
AddedMD&A
•APAC was consistent with the prior year as increases in volume were offset by pricing challenges.
AddedMD&A
Working capital at September 30, 2025 was consistent with September 30, 2024 as decreases in short-term debt and increases in accounts receivable and other current assets were offset by decreases in cash, working capital associated with dispositions and various current liabilities.
RemovedMD&A
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RewordedMD&A
Excluding the impact of foreign currency translation and business acquisitions and divestitures, consolidated net sales increased 4% 6% over the prior year, driven by growth in Services across all segments as strong well as growth in Products and Systems in Systems, led by the Building Solutions North America segment and growth in Services in all Building Solutions segments were partially offset primarily by weakness in China's Systems/Install business. Americas.
RewordedMD&A
The Company partners with customers by leveraging its broad product portfolio and digital capabilities, powered by OpenBlue, together with its direct channel service and solutions capabilities, to deliver outcome-based solutions across the lifecycle of a building and services addressing distinct and diverse operating environments and regulatory requirements that address customers’ needs to improve energy efficiency, enhance security, create healthy environments and reduce greenhouse gas emissions. in their core missions.
RewordedMD&A
Positive or negative fluctuations in construction, industrial facility expansion, retrofit activity, maintenance projects and other capital investments in buildings within the sectors that the Company serves, as well as availability of credit, financing or funding for such projects, these dependencies could have a corresponding impact on the Company’s financial condition, results of operations and cash flows.
RewordedMD&A
The Company continues to observe trends demonstrating increased interest and demand for its products and services that enable smart, safe, efficient and sustainable buildings, particularly within verticals including data centers, government, healthcare which are driven in part by government tax incentives, building performance standards and higher education. other regulations designed to limit emissions and combat climate change.
RewordedMD&A
TFSCA is a corporate partnership limited by shares (société en commandite par actions) incorporated and organized under the laws of the Grand Duchy of Luxembourg (“Luxembourg”) and is a wholly-owned consolidated subsidiary of the Company that is 99.924% owned directly by the Parent Company and 0.076% owned by TFSCA’s sole general partner and manager, Tyco Fire & Security S.à r.l., which is itself wholly-owned by the Company.
RewordedMD&A
Year Ended September 30, (in millions) 2023 2022 2025 2024 Goodwill and other intangible assets asset impairments $ 212 206 $ 310 296 Held for sale impairments 498 229 Long-lived asset — 35 Other impairments 78 — 176 36 Restructuring and related costs 261 162 164 143 Restructuring and impairment costs $ 1,049 546 $ 701 510
RewordedMD&A
Cash and cash equivalents 379 606 828 Net debt $ 9,501 $ 8,887 $ 7,996 Shareholders’ equity attributable to Johnson Controls ordinary shareholders ("Equity") $ 12,927 $ 16,098 $ 16,545 Total capitalization (Total debt plus Equity) 22,807 25,591 25,369 Net capitalization (Net debt plus Equity) 22,428 24,985 24,541 Total net debt as a % of Total capitalization 34.7 43.3 % 31.5 37.1 % Total net Net debt as a % of Net capitalization 42.4 % 35.6 % 32.6 %
RewordedMD&A
Year Ended September 30, (in millions) 2025 2024 2023 Continuing operations Cash provided by operating activities $ 2,554 $ 1,568 $ 1,856 Cash used by investing activities (412) (184) (1,093) Cash used by financing activities (6,784) (1,948) (2,059) Discontinued operations Cash provided by discontinued operations $ 4,787 $ 361
RewordedMD&A
Refer to Note 2, "Acquisitions and Divestitures," Note 3, "Assets and Liabilities Held for Sale and Discontinued Operations," Note 7, 6, "Property, Plant and Equipment," Note 8, 7, "Goodwill and Other Intangible Assets," and Note 17, 16, "Restructuring and Related Costs," of the notes to consolidated financial statements for further disclosure related to the Company's restructuring plans and impairment costs.
RewordedMD&A
Accruals are recorded for various contingencies including legal proceedings, environmental matters, self-insurance and other claims that arise in the normal course of business. business when it is probable a liability has been incurred and the amount of the liability can be reasonably estimated.
RewordedMD&A
Refer to Note 21, 20, "Commitments and Contingencies," of the notes to consolidated financial statements for additional information. a discussion on management's judgments applied in the recognition and measurement of asbestos-related assets and liabilities.
RewordedMD&A
Year Ended September 30, 2025 2024 2023 Interest expense, net of capitalized interest costs $ 227 $ 381 $ 297 Other financing charges 22 38 50 Gain on debt extinguishment (25) (2) (25) Interest income (17) (19) (17) Net foreign exchange on financing activities 91 (35) (47) Net financing charges $ 319 $ 342 $ 258
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