SEC Comment Letter 0000000000-25-001857 to Johnson Controls International plc (JCI) (CIK 0000833444) (JCI)
Johnson Controls International plc (JCI) (CIK 0000833444)
Date: Feb. 18, 2025 · CIK: 0000833444 · Accession: 0000000000-25-001857
AI Filing Summary & Sentiment
File numbers found in text: 001-13836
Referenced dates: February 16, 2024, January 25, 2024
Letter
February 18, 2025 Marc Vandiepenbeeck Chief Financial Officer Johnson Controls International plc One Albert Quay Cork, Ireland T12 X8N6 T12 X8N6 Re:Johnson Controls International plc Form 10-K for the Fiscal Year Ended September 30, 2024 Form 8-K furnished on November 6, 2024 File No. 001-13836 Dear Marc Vandiepenbeeck: We have limited our review of your filings to the financial statements and related disclosures and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for the Fiscal Year Ended September 30, 2024 Management's Discussion and Analysis of Financial Condition and Results of Operations Segment Analysis, page 38 1.As previously requested in comment 2 of our letter dated January 25, 2024, please revise to remove the non-GAAP measure total segment EBITA from your periodic filings. Please refer to your response letter dated February 16, 2024 where you indicated that you would not present this measure in future filings. Liquidity and Capital Resources Working Capital, page 40 In your response letter dated February 16, 2024, you stated you would revise future filings to only include a calculation of working capital as defined in the FASB Codification Master Glossary, however, we note your disclosure of working capital is not consistent with the cited definition and is therefore a non-GAAP measure. Please 2.
February 18, 2025 Page 2 tell us how your presentation complies with Item 10(e)(1)(ii)(A) of Regulation S-K which prohibits excluding charges or liabilities that required or will require cash settlement from non-GAAP liquidity measures or revise your disclose accordingly. Form 8-K furnished on November 6, 2024 Cash Flow, Free Cash Flow and Free Cash Flow Conversion, page 17 3.You present the measures free cash flow and adjusted free cash flow conversion without presenting the most directly comparable GAAP measure of operating cash flow conversion with equal or greater prominence. Please revise. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Non-GAAP C&DIs. Statements of Income , page 23 4.We note your presentation of Combined results here and on page 24 which combine the results of continuing and discontinued operations. We also note your references to revenue throughout the filing, including the tables on page 14 and 15 are that of combined revenue and not of GAAP revenue. As the R&LC HVAC business is classified as a discontinued operation and therefore the historical financial results are reflected as a discontinued operation in all periods presented, the combined results presented in your Form 8-K have the effect of changing the principles required to be applied in accordance with GAAP and would be considered individually tailored. Please revise in future filings to remove these presentations. Refer to Question 100.04 of the Non-GAAP C&DIs. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Megan Masterson at 202-551-3407 or Christine Dietz at 202-551-3408 with any questions. Sincerely, Division of Corporation Finance Office of Technology cc:John Donofrio
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February 18, 2025
Marc Vandiepenbeeck
Chief Financial Officer
Johnson Controls International plc
One Albert Quay
Cork, Ireland T12 X8N6
T12 X8N6
Re:Johnson Controls International plc
Form 10-K for the Fiscal Year Ended September 30, 2024
Form 8-K furnished on November 6, 2024
File No. 001-13836
Dear Marc Vandiepenbeeck:
We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended September 30, 2024
Management's Discussion and Analysis of Financial Condition and Results of Operations
Segment Analysis, page 38
1.As previously requested in comment 2 of our letter dated January 25, 2024, please
revise to remove the non-GAAP measure total segment EBITA from your periodic
filings. Please refer to your response letter dated February 16, 2024 where you
indicated that you would not present this measure in future filings.
Liquidity and Capital Resources
Working Capital, page 40
In your response letter dated February 16, 2024, you stated you would revise future
filings to only include a calculation of working capital as defined in the FASB
Codification Master Glossary, however, we note your disclosure of working capital is
not consistent with the cited definition and is therefore a non-GAAP measure. Please 2.
February 18, 2025
Page 2
tell us how your presentation complies with Item 10(e)(1)(ii)(A) of Regulation S-K
which prohibits excluding charges or liabilities that required or will require cash
settlement from non-GAAP liquidity measures or revise your disclose accordingly.
Form 8-K furnished on November 6, 2024
Cash Flow, Free Cash Flow and Free Cash Flow Conversion, page 17
3.You present the measures free cash flow and adjusted free cash flow conversion
without presenting the most directly comparable GAAP measure of operating cash
flow conversion with equal or greater prominence. Please revise. Refer to Item
10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Non-GAAP C&DIs.
Statements of Income , page 23
4.We note your presentation of Combined results here and on page 24 which combine
the results of continuing and discontinued operations. We also note your references to
revenue throughout the filing, including the tables on page 14 and 15 are that of
combined revenue and not of GAAP revenue. As the R&LC HVAC business is
classified as a discontinued operation and therefore the historical financial results are
reflected as a discontinued operation in all periods presented, the combined results
presented in your Form 8-K have the effect of changing the principles required to be
applied in accordance with GAAP and would be considered individually
tailored. Please revise in future filings to remove these presentations. Refer to
Question 100.04 of the Non-GAAP C&DIs.
In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
Please contact Megan Masterson at 202-551-3407 or Christine Dietz at 202-551-3408
with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:John Donofrio