Johnson Controls International plcJCI
Johnson Controls International plc Goodwill & Intangibles Disclosure
GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
The changes in the carrying amount of goodwill in each of the Company’s reportable segments were as follows (in millions):
| Year Ended September 30, 2025 | ||||||||||||||||||||||||||
Americas | EMEA | APAC | Total | |||||||||||||||||||||||
| Goodwill | $ | 14,118 | $ | 2,409 | $ | 1,393 | 17,920 | |||||||||||||||||||
| Accumulated impairment loss | (918) | (277) | — | (1,195) | ||||||||||||||||||||||
| Balance at beginning of period | 13,200 | 2,132 | 1,393 | 16,725 | ||||||||||||||||||||||
Foreign currency translation and other (1) | (26) | (21) | (45) | (92) | ||||||||||||||||||||||
| Balance at end of period | $ | 13,174 | $ | 2,111 | $ | 1,348 | $ | 16,633 | ||||||||||||||||||
(1) Includes measurement period adjustments and the allocation of $86 million of goodwill from EMEA to the ADT Mexico residential security business disposal group classified as held for sale. Refer to Note 3, "Assets and Liabilities Held for Sale," of the notes to consolidated financial statements for further information.
| Year Ended September 30, 2024 | |||||||||||||||||||||||||||||
Americas | EMEA | APAC | Total | ||||||||||||||||||||||||||
| Goodwill | $ | 14,090 | $ | 2,302 | $ | 1,345 | 17,737 | ||||||||||||||||||||||
| Accumulated impairment loss | (918) | (47) | — | (965) | |||||||||||||||||||||||||
| Balance at beginning of period | 13,172 | 2,255 | 1,345 | 16,772 | |||||||||||||||||||||||||
| Impairments | — | (230) | — | (230) | |||||||||||||||||||||||||
Foreign currency translation and other (1) | 28 | 107 | 48 | 183 | |||||||||||||||||||||||||
| Balance at end of period | $ | 13,200 | $ | 2,132 | $ | 1,393 | $ | 16,725 | |||||||||||||||||||||
(1) Includes measurement period adjustments and the allocation of $21 million of goodwill from the ADTi disposal group classified as held for sale in June 2024 and subsequently divested in July 2024. Refer to Note 2, "Acquisitions and Divestitures," of the notes to consolidated financial statements for further information.
At April 1, 2025, the Company reallocated goodwill of reporting units impacted by the change in reportable segments described in Note 18, "Segment Information," of the notes to consolidated financial statements and assessed goodwill for impairment. The Company determined that the estimated fair value of each reporting unit exceeded its corresponding carrying amount including recorded goodwill, and as such, no impairment existed at April 1, 2025.
Management completed its fiscal 2025 annual impairment test as of July 31, which included a qualitative assessment of all of its reporting units. The Company did not identify any qualitative factors that suggest that it is more likely than not that the fair value of its reporting units is less than their carrying amount, including goodwill, and as such, a quantitative impairment test was not necessary.
During the third quarter of fiscal 2025, the Company signed a definitive agreement to sell its ADT Mexico residential security business, which resulted in a triggering event to assess the remaining goodwill in the reporting Subscriber reporting unit. The Company performed a quantitative goodwill impairment test of the remaining $174 million of goodwill, and its fair value was slightly in excess of its carrying value. While no impairment was recorded, it is possible that future changes in circumstances could result in a non-cash impairment charge as the fair value of this reporting unit approximates its carrying amount. The Company used a discounted cash flow model to estimate the fair value of the reporting unit. The primary assumptions used in the model were management's internal projections of future cash flows, the weighted-average cost of capital and the long-term growth rate, which are classified as Level 3 inputs within the fair value hierarchy as defined in ASC 820, "Fair Value Measurement." As noted in Note 6, "Property, Plant & Equipment", the Company identified a triggering event in the EMEA Subscriber asset groups in the fourth quarter, resulting in an impairment of long-lived asset groups, which has the effect of lowering the carrying value of the Subscriber reporting unit. This reporting unit was previously disclosed as being at risk of impairment in the Company’s Annual Report on Form 10-K for the year-ended September 30, 2024.
During fiscal 2024, the Company determined a triggering event had occurred for one of its reporting units which was previously reported in the Business Solutions EMEA/LA segment due to year-to-date results and projections for the remainder of fiscal
2024 being lower than the forecast used in the previous annual goodwill impairment test, and a quantitative test of goodwill for possible impairment was necessary. As a result of the goodwill impairment test, the Company recorded a non-cash impairment charge of $230 million within in the consolidated statements of income, which was determined by comparing the carrying amount of the reporting unit to its fair value. The Company used a discounted cash flow model to estimate the fair value of the reporting unit. The primary assumptions used in the model were management's internal projections of future cash flows, the weighted-average cost of capital and the long-term growth rate, which are classified as Level 3 inputs within the fair value hierarchy as defined in ASC 820, "Fair Value Measurement."
During fiscal 2023, management completed an updated comprehensive review of the Silent-Aire reporting unit, which was previously reported in the Global Products segment. Because actual results were lower than planned and the nearer term forecast was revised to reflect lower margins and earnings, the Company determined a triggering event had occurred and a quantitative test of goodwill for possible impairment was necessary. As a result of the goodwill impairment test, the Company recorded a non-cash impairment charge of $184 million within restructuring and impairment costs in the consolidated statements of income in fiscal 2023, which was determined by comparing the carrying amount of the reporting unit to its fair value. The Company used a discounted cash flow model to estimate the fair value of the Silent-Aire reporting unit. The primary assumptions and inputs used in the model included management's internal projections of future cash flows, the weighted-average cost of capital and the long-term growth rate. The fair value measurement is classified as Level 3 within the fair value hierarchy as defined in ASC 820, "Fair Value Measurement" due to the unobservable inputs used. The Silent-Aire reporting unit had no remaining goodwill balance as of September 30, 2023.
There were no other triggering events requiring that an impairment assessment be conducted in fiscal 2025, 2024 or 2023. However, it is possible that future changes in circumstances would require the Company to record additional non-cash impairment charges.
Other Intangible Assets
The Company’s other intangible assets, primarily from business acquisitions, consisted of (in millions):
| September 30, | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net | Gross Carrying Amount | Accumulated Amortization | Net | ||||||||||||||||||||||||||||||
| Definite-lived intangible assets | |||||||||||||||||||||||||||||||||||
| Technology | $ | 1,197 | $ | (714) | $ | 483 | $ | 1,592 | $ | (955) | $ | 637 | |||||||||||||||||||||||
| Customer relationships | 2,026 | (1,272) | 754 | 2,632 | (1,517) | 1,115 | |||||||||||||||||||||||||||||
| Miscellaneous | 910 | (511) | 399 | 886 | (480) | 406 | |||||||||||||||||||||||||||||
| 4,133 | (2,497) | 1,636 | 5,110 | (2,952) | 2,158 | ||||||||||||||||||||||||||||||
| Indefinite-lived intangible assets | |||||||||||||||||||||||||||||||||||
| Trademarks/tradenames | 1,977 | — | 1,977 | 1,972 | — | 1,972 | |||||||||||||||||||||||||||||
| Total intangible assets | $ | 6,110 | $ | (2,497) | $ | 3,613 | $ | 7,082 | $ | (2,952) | $ | 4,130 | |||||||||||||||||||||||
During the fourth quarter of fiscal 2025, the Company impaired $59 million and $90 million of customer relationships in the Americas segment and EMEA segment, respectively, and $16 million of technology in the Americas segment. Refer to Note 6, "Property, Plant, and Equipment," for additional disclosure regarding impairments in the Americas and EMEA segments.
During the fourth quarter of fiscal 2024, the Company impaired $32 million and $13 million of miscellaneous intangible assets previously reported in the Global Products segment and Building Solutions North America segment, respectively. These non-cash charges were recorded within in the consolidated statement of income.
There were no impairments of other indefinite-lived intangible assets in any of these years, other than as disclosed above. For all other remaining indefinite-lived intangible assets, the Company estimated fair values were greater than the carrying values, with the exception of two registered trademarks with estimated fair values that were consistent with their carrying values, which totaled $320 million as of July 31, 2025.
Amortization of other intangible assets included within continuing operations for the years ended September 30, 2025, 2024 and 2023 was $439 million, $476 million and $426 million, respectively.
The following table summarizes estimated amortization of existing definite-lived intangible assets as of September 30, 2025 for each of the next five fiscal years (in millions):
| 2026 | $ | 347 | ||||||
| 2027 | 323 | |||||||
| 2028 | 268 | |||||||
| 2029 | 175 | |||||||
| 2030 | 172 | |||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Nov 14, 2025 | Showing above |
| 2024 | Nov 19, 2024 | |
| 2023 | Dec 14, 2023 | |
| 2022 | Nov 15, 2022 | |
| 2021 | Nov 15, 2021 | |
| 2020 | Nov 16, 2020 | |
| 2019 | Nov 21, 2019 | |
| 2018 | Nov 20, 2018 | |
| 2017 | Nov 21, 2017 | |
| 2016 | Nov 23, 2016 | |
| 2015 | Nov 13, 2015 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.