Johnson Controls International (JCI) risk factors, FY2025 10-K

Johnson Controls International's FY2025 10-K, filed Nov 14, 2025, lists 37 risk factors in 8 groups. Against the prior year's 40: 3 dropped, 12 substantially reworded.

Risk factors listed
378 groups
New this year
0vs 40 last year
Dropped
3since the prior 10-K
Substantially reworded
12of those kept
Section length
12k wordsItem 1A

What the changes say

  • No new risks were added; three risks covering joint ventures, Irish tax, and defined-benefit pensions were dropped.
  • Cybersecurity and data risks now emphasize actual and future vulnerability, while IT failures could materially disrupt operations.
  • Operating-model changes add manufacturing strategy, innovation response, and resource redeployment; quality risks add portfolio-wide recall reviews.
  • Irish dividend withholding risk now focuses on exemption documentation and U.S. beneficial owners holding shares through DTC.

What changed since the prior 10-K

Dropped

  • DroppedRisks Relating to Strategic Transactions

    Risks associated with joint venture investments may adversely affect our business and financial results

  • DroppedRisks Relating to Our Jurisdiction of Incorporation

    Dividends received by investors could be subject to Irish income tax

  • DroppedGeneral Risk Factors

    Risks related to our defined benefit retirement plans may adversely impact our results of operations and cash flow

Reworded

  • 86% rewrittenRisks Relating to Our Jurisdiction of Incorporation

    Dividends paid by us may be subject to Irish dividend withholding or Irish income tax

    Dividend withholding now focuses on Irish-law exemptions, valid broker or transfer-agent forms, and U.S. beneficial owners using DTC.

    Was: Dividends paid by us may be subject to Irish dividend withholding tax

  • 47% rewrittenRisks Related to Our Business Operations

    Data privacy, identity protection and information security compliance may require significant resources and presents certain risks

    The risk now says Johnson Controls’ business, data, and products have been vulnerable and may face further compromise.

  • 46% rewrittenRisks Related to Our Business Operations

    Failure to increase organizational effectiveness through the execution of our operating model and organizational improvements may reduce our profitability or adversely impact our business

    The risk adds manufacturing strategy, rapid responses to market and innovation changes, and internal resource redeployment.

  • 41% rewrittenRisks Related to Macroeconomic and Political Conditions

    Changes in U.S. or foreign trade policies and other factors beyond our control may adversely impact our business and operating results

    No substantive change; the same geopolitical, trade-policy, tariff, supply-chain, and operational threats remain described.

  • 39% rewrittenRisks Related to Our Business Operations

    A material disruption of our operations due to catastrophic or geopolitical events, particularly at our monitoring and/or manufacturing facilities, could materially and adversely affect our business

    The risk now adds that production interruptions could increase costs and reduce sales.

  • 38% rewrittenRisks Related to Our Business Operations

    Failure to achieve and maintain a high level of product and service quality and on-time delivery could damage our reputation with customers and negatively impact our results

    The risk adds portfolio-wide reviews after recalls or claims, potentially disrupting operations, while removing specific warranty and liability references.

    Was: Failure to achieve and maintain a high level of product and service quality could damage our reputation with customers and negatively impact our results

  • 38% rewrittenRisks Related to Our Business Operations

    Our business success depends on attracting and retaining qualified personnel

    The risk adds technical capacity to the required talent capabilities and no longer expressly describes the workforce as diverse.

  • 36% rewrittenRisks Related to Our Business Operations

    Cybersecurity incidents impacting our IT systems and digital products could disrupt business operations, result in the loss of critical and confidential information, and materially and adversely affect our reputation and results of operations

    The risk now expressly links IT-system burdens or security breaches to potentially material business disruption.

  • 24% rewrittenRisks Relating to Our Jurisdiction of Incorporation

    Transfers of Johnson Controls ordinary shares may be subject to Irish stamp duty

  • 23% rewrittenRisks Related to Macroeconomic and Political Conditions

    Risks associated with our non-U.S. operations could adversely affect our business, financial condition and results of operations

  • 22% rewrittenRisks Related to Our Business Operations

    The ability of suppliers to deliver raw materials, parts and components to our manufacturing facilities, and our ability to manufacture and deliver services without disruption, could affect our results of operations

  • 20% rewrittenRisks Relating to Strategic Transactions

    We may not realize the benefits of our ongoing efforts to simplify our portfolio

All 37 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business Operations

  1. 01Our future growth is dependent upon our ability to develop or acquire new products, services and technologies that achieve market acceptance with acceptable margins
  2. 02Failure to increase organizational effectiveness through the execution of our operating model and organizational improvements may reduce our profitability or adversely impact our business46% rewritten
  3. 03Failure to achieve and maintain a high level of product and service quality and on-time delivery could damage our reputation with customers and negatively impact our results38% rewritten
  4. 04The ability of suppliers to deliver raw materials, parts and components to our manufacturing facilities, and our ability to manufacture and deliver services without disruption, could affect our results of operations22% rewritten
  5. 05Our business success depends on attracting and retaining qualified personnel38% rewritten
  6. 06Cybersecurity incidents impacting our IT systems and digital products could disrupt business operations, result in the loss of critical and confidential information, and materially and adversely affect our reputation and results of operations36% rewritten
  7. 07Data privacy, identity protection and information security compliance may require significant resources and presents certain risks47% rewritten
  8. 08We are incorporating artificial intelligence technologies into our products, services and processes. These technologies may present business, compliance and reputational risks
  9. 09Infringement or expiration of our intellectual property rights, or allegations that we have infringed upon the intellectual property rights of third parties, could negatively affect us
  10. 10We rely on our global direct installation channel for a significant portion of our revenue. Failure to maintain and grow the installed base resulting from direct channel sales could adversely affect our business
  11. 11Global climate change and related regulations could negatively affect our business
  12. 12Failure to achieve our public sustainability commitments could negatively affect our reputation and business
  13. 13A material disruption of our operations due to catastrophic or geopolitical events, particularly at our monitoring and/or manufacturing facilities, could materially and adversely affect our business39% rewritten
  14. 14Our business may be adversely affected by work stoppages, union negotiations, labor disputes and other matters associated with our labor force

Risks Related to Macroeconomic and Political Conditions

  1. 15Some of the industries in which we operate are cyclical and, accordingly, demand for our products and services could be adversely affected by downturns in these industries
  2. 16Changes in U.S. or foreign trade policies and other factors beyond our control may adversely impact our business and operating results41% rewritten
  3. 17Risks associated with our non-U.S. operations could adversely affect our business, financial condition and results of operations23% rewritten
  4. 18Economic, political, credit and capital market conditions could adversely affect our financial performance, our ability to grow or sustain our business and our ability to access the capital markets
  5. 19Volatility in commodity prices may adversely affect our results of operations

Risks Relating to Strategic Transactions

  1. 20We may not realize the benefits of our ongoing efforts to simplify our portfolio20% rewritten
  2. 21We may be unable to successfully execute or effectively integrate acquisitions or joint ventures

Risks Related to Government Regulations

  1. 22Our businesses operate in regulated industries and are subject to a variety of complex and continually changing laws and regulations
  2. 23We are subject to requirements relating to environmental and safety regulations and environmental remediation matters which could adversely affect our business, results of operation and reputation
  3. 24We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and similar anti-bribery laws around the world
  4. 25We are subject to risks arising from regulations applicable to companies doing business with the U.S. government

Risks Related to Litigation

  1. 26Potential liability for environmental contamination could result in substantial costs
  2. 27We are party to asbestos-related product litigation that could adversely affect our financial condition, results of operations and cash flows
  3. 28Legal proceedings in which we are, or may be, a party may adversely affect us

Risks Related to Tax Matters

  1. 29Future potential changes to the tax laws could adversely affect us and our affiliates
  2. 30Future potential changes to the U.S. tax laws could result in us being treated as a U.S. corporation for U.S. federal tax purposes, and the Internal Revenue Service ("IRS") may not agree that we should be treated as a non-U.S. corporation for U.S. federal tax purposes
  3. 31Changes to the U.S. model income tax treaty could adversely affect us
  4. 32Negative or unexpected tax consequences could adversely affect our results of operations

Risks Relating to Our Jurisdiction of Incorporation

  1. 33Irish law differs from the laws in effect in the U.S. and may afford less protection to holders of our securities
  2. 34Transfers of Johnson Controls ordinary shares may be subject to Irish stamp duty24% rewritten
  3. 35Dividends paid by us may be subject to Irish dividend withholding or Irish income tax86% rewritten

General Risk Factors

  1. 36The potential insolvency or financial distress of third parties could adversely impact our business and results of operations
  2. 37A variety of other factors could adversely affect the results of operations of our business

Other Johnson Controls International 10-Ks

  • FY2024 10-K risk factors
    40 risks

    Operational risks center on manufacturing, monitoring facilities, global suppliers, installation channels, labor, and catastrophic disruptions.

    Filed Nov 19, 2024

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.