Industrial & Other Manufacturing
40 SEC staff comments and 52 disclosure examples from companies in this industry.
SIC codes included: 3823 Industrial Instruments For Measurement, Display, and Control, 3590 Misc Industrial & Commercial Machinery & Equipment, 3569 General Industrial Machinery & Equipment, NEC, 3559 Special Industry Machinery, NEC, 3812 Search, Detection, Navigation, Guidance, Aeronautical Sys, 3312 Steel Works, Blast Furnaces & Rolling Mills (Coke Ovens), 3826 Laboratory Analytical Instruments, 3827 Optical Instruments & Lenses
Disclosure examples by topic
Industrial & Other Manufacturing: Revenue disaggregation (ASC 606)5 examplesIndustrial & Other Manufacturing: Pensions & postretirement benefits (ASC 715)4 examplesIndustrial & Other Manufacturing: Subsequent events (ASC 855)4 examplesIndustrial & Other Manufacturing: Discontinued operations (ASC 205-20)3 examplesIndustrial & Other Manufacturing: Inventory (ASC 330)3 examplesIndustrial & Other Manufacturing: Stock-based compensation (ASC 718)3 examplesIndustrial & Other Manufacturing: Expense disaggregation (ASU 2024-03)3 examplesIndustrial & Other Manufacturing: Derivatives & hedging (ASC 815)2 examplesIndustrial & Other Manufacturing: Income tax disclosures (ASU 2023-09)2 examplesIndustrial & Other Manufacturing: Restructuring (ASC 420)2 examplesIndustrial & Other Manufacturing: Supplier finance programs (ASU 2022-04)2 examplesIndustrial & Other Manufacturing: Goodwill impairment testing2 examplesIndustrial & Other Manufacturing: Key performance indicators & metrics2 examplesIndustrial & Other Manufacturing: Fair value: Level 3 measurements2 examplesIndustrial & Other Manufacturing: Non-GAAP measures in MD&A2 examplesIndustrial & Other Manufacturing: Contract assets & liabilities2 examplesIndustrial & Other Manufacturing: Debt & covenant compliance2 examplesIndustrial & Other Manufacturing: Earnings per share (ASC 260)1 exampleIndustrial & Other Manufacturing: Remaining performance obligations1 exampleIndustrial & Other Manufacturing: Leases (ASC 842)1 exampleIndustrial & Other Manufacturing: Climate & GHG disclosures1 exampleIndustrial & Other Manufacturing: Pay versus performance1 exampleIndustrial & Other Manufacturing: Business combinations (ASC 805)1 exampleIndustrial & Other Manufacturing: Risk factors (Item 1A)1 example
What the SEC staff asked companies in this industry
Segment Reporting (ASC 280) (15)Non-GAAP: Reconciliation & Usefulness (9)MD&A: Results & Known Trends (8)Exhibits, Certifications & Signatures (6)KPIs, Metrics & Earnings Calls (4)Business Description (Item 101) (4)IFRS & Foreign Private Issuers (4)Goodwill & Asset Impairment (3)Fair Value & Investments (3)Errors, Restatements & Item 4.02 (3)Earnings per Share (ASC 260) (2)Concentrations & Receivables (2)
Fortune Brands Innovations, Inc. (FBIN) · 2026-03-27 · Form 10-K for the year ended December 27, 2025 Form 8-K furnished February 12, 2026 · Comment 1 · Total Fortune Brands, page 25 Agreed to revise
Staff comment: In the Results of Operations section, when you describe two or more factors that contributed to a material change in a financial statement line item between periods, please quantify in future filings, where possible, the extent to which each factor contributed to the overall change in that line item. This disclosure should be provided for each significant income statement line item as well as for the segment discussion. As an example, your discussion on page 26 of the $221.8 million decrease in Operating income only quantifies asset impairment charges of $53.6 million and higher restructuring and restructuring-related charges of $67.8 million, without similar quantification provided for the… letter →
Company response: We acknowledge the Staff’s comment, and confirm that, in future filings, the Company will quantify all factors that we believe materially impact changes in financial statement line items and are reasonably practicable to quantify. We also confirm that disclosures based on that standard will be provided for each significant income statement line item, as outlined in the example disclosure below, as well as for the segment discussion. In certain instances, the Company refers to factors that are not reasonably practicable to quantify. In some cases, but not all, multiple interrelated factors—such as pricing, volume, and mix—cannot be response letter →
Fortune Brands Innovations, Inc. (FBIN) · 2026-03-27 · Form 10-K for the year ended December 27, 2025 Form 8-K furnished February 12, 2026 · Comment 2 · Goodwill and Indefinite-lived Intangible Assets, page 36 Responded
Staff comment: We note your disclosure on page 36 that the significant assumptions that are used to determine the estimated fair value of reporting units for impairment testing are forecasted revenue growth rates, operating income margins, market-participant discount rates and EBITDA multiples. You also disclose the actual assumptions used to estimate the fair values of the goodwill related to continuing operations tested quantitatively during the year ended December 27, 2025. Please explain to us, and revise your disclosure to clarify, the reporting units that were tested quantitatively versus qualitatively and explain why a quantitative analysis was performed. If any reporting units have a fair value… letter →
Company response: We acknowledge the Staff’s comment. Consistent with our policy, we elected to bypass the qualitative assessment and performed a quantitative goodwill impairment analysis for each of the reporting units as of December 27, 2025. ASC 350-20-35-3B provides the unconditional option to bypass the qualitative assessment and proceed directly to the quantitative goodwill impairment test. We elected this approach for all reporting units due to the length of time that had elapsed since our previous quantitative assessment. response letter →
Fortune Brands Innovations, Inc. (FBIN) · 2026-03-27 · Form 10-K for the year ended December 27, 2025 Form 8-K furnished February 12, 2026 · Comment 3 · Note 18. Information on Business Segments, page 82 Agreed to revise
Staff comment: We note the tables included in Note 18 that present by segment: net sales, depreciation, amortization, other segment items and total operating income. We also note that the table presents an amount for unallocated expenses in the total column prior to the calculation of total operating income. Please note that this presentation is not consistent with the guidance in ASC 280-10-50-30(b) which requires a reconciliation of the total of the reportable segments’ amounts for each measure of profit or loss to your consolidated income before income taxes. See example reconciliation in ASC 280-10-55-48. Additionally, the amounts disclosed for each segment's "other segment items" should not be… letter →
Company response: The Company acknowledges the Staff’s comment regarding the requirements in ASC 280-10-50-30(b) as well as regarding the appearance of creating a non-GAAP measure of consolidated “other segment items”. In future filings, we will revise the presentation to remove such amount. Additionally, the disclosure of reportable segment operating income will be revised in future filings to include a reconciliation of the subtotal of segment operating income to consolidated income before income taxes. Please see the below as an example of how the Company would revise future filings based on the disclosure in Note 18 of the 2025 Form 10-K. Form 8-K furnished February 12, 2026 Exhibit 99.1, Earnings… response letter →
Fortune Brands Innovations, Inc. (FBIN) · 2026-03-27 · Form 10-K for the year ended December 27, 2025 Form 8-K furnished February 12, 2026 · Comment 4 · Exhibit 99.1 Earnings Release, page 6 Responded
Staff comment: We note that your non-GAAP performance measures such as Diluted EPS from continuing operations before charges/gains, and operating income and margin before charges/gains shown on a consolidated basis, and by segment, include an adjustment for “other charges/gains.” We further note from your disclosure on page 13 that “other charges/(gains)” represent costs that are directly related to restructuring initiatives but cannot be reported as restructuring costs under GAAP. These costs can include losses from disposing of inventories, trade receivables allowances from discontinued product lines, accelerated depreciation due to the closure of facilities, gains or losses from selling previously… letter →
Company response: The Company acknowledges the Staff’s comment and confirms that the Company has considered the guidance in Question 100.01 of the Corporation Finance Interpretations on Non-GAAP Financial Measures. The Company confirms that the adjustment for these costs are not part of normal operations, as discussed below, and that the Company believes that the Company’s presentation of diluted earnings per share from continuing operations before charges/gains and operating income and margin before charges/gains shown is appropriate under the circumstances to give investors a representation of normal operating performance and period-to-period comparability. The items included as adjustments within “other… response letter →
Fortune Brands Innovations, Inc. (FBIN) · 2026-03-27 · Form 10-K for the year ended December 27, 2025 Form 8-K furnished February 12, 2026 · Comment 5 · Measures. Agreed to revise
Staff comment: We note that included in your disclosure of reconcilations of segment and consolidated operating income to operating income before charges/gains, you have disclosed a reconciliation of Corporate Expense (GAAP) to General and Administrative expenses before charges/gains. Please note that this reconciliation does not appear appropriate as the Corporate Expense amount is not a measure calculated in accordance with GAAP and represents a reconciling item for purposes of your ASC 280 required disclosures only in the notes to your financial statements. Please revise to remove this reconciliation. The adjusted Corporate expenses amounts should also be removed from the disclosure at the bottom of… letter →
Company response: The Company acknowledges the Staff’s comment. In future earnings releases, we will remove the reconciliation of Corporate Expense (GAAP) to General and Administrative expenses before charges/gains from our Operating Income reconciliation. ******** Should you or any member of the Staff have any additional questions or comments regarding our response or the applicable filing, please feel free to contact me at 440-962-2566, or, in my absence, Hiranda Donoghue, Executive Vice President, Chief Legal Officer and Corporate Secretary. response letter →
NOV Inc. (NOV) · 2026-03-18 · Form 10-K for the Fiscal Year ended December 31, 2025 Filed February 12, 2026 · Comment 1 · Note 16 - Business Segments and Geographic Areas, page 81 Agreed to revise
Staff comment: We note that you include two tables on page 83 having various segment details, including one with "Pre-tax Other Items," which are described in footnote (2) to the other table and included in various line items of the other table. Please modify your disclosures as necessary to clarify which line items within the other table represent the significant expense categories and amounts that are regularly provided to your CODM, which you are disclosing pursuant to FASB ASC 280-10-50-26A. Please explain to us how you considered the distinction made by the FASB in establishing the disclosure requirements for significant expense categories in FASB ASC 280-10-50-26A, and the disclosure requirements… letter →
Company response: The Company acknowledges the Staff’s comment regarding the presentation of segment expense disclosures and the distinction between significant expense categories under ASC 280-10-50-26A and other segment items under ASC 280-10-50-26B. The Company’s Chief Operating Decision Maker (“ CODM ”), identified as the Chief Executive Officer, evaluates segment performance primarily based on operating profit, and is regularly provided with certain expense information, including cost of revenue, selling, general and administrative expenses, depreciation and amortization, impairments of goodwill and long-lived assets, and gain/loss on sales of fixed assets. These expense measures reflect the primary… response letter →
NOV Inc. (NOV) · 2026-03-18 · Form 10-K for the Fiscal Year ended December 31, 2025 Filed February 12, 2026 · Comment 2 · determined to be other than significant expense categories, if this is your view. Responded
Staff comment: We note that you have limited disclosures pertaining to revenues under this heading to revenue from external customers and intersegment revenues based on FASB ASC 280- 10-50-22, and revenues by four geographical areas based on FASB ASC 280-10-50-41. We also note that you report revenues on page 76 for the categories of services and rentals, sales of shorter-lived capital equipment, sales of consumable products, sales of long-lived capital equipment, and aftermarket sales and services. However, on page 3 you indicate that you manufacture a diverse line of products and on pages 4 through 6, you identify about 17 product and service offerings in describing your reportable operating segments.… letter →
Company response: The Company respectfully acknowledges the Staff’s comment regarding the level of revenue disaggregation. The Company’s current disclosures include revenues from external customers and intersegment revenues for each reportable segment in accordance with ASC 280-10-50-22, as well as revenues by geographic area in accordance with ASC 280-10-50-41. The Company also considered the requirements of ASC 280-10-50-40, which requires disclosure of revenues for each product and service, or each group of similar products and services. In applying this guidance, the Company evaluated whether its product and service offerings represent distinct groupings with materially different characteristics and also… response letter →
ROCKWELL AUTOMATION, INC (ROK) · 2026-03-18 · 10-K filed November 12, 2025 · Comment 1 · Total segment operating earnings, page 24 Agreed to revise
Staff comment: We note your presentation of total segment operating earnings. When this measure is presented outside of the ASC 280 disclosures in the notes to the financial statements, it must comply with all non-GAAP guidance. In this regard, please address the following: • This measure excludes corporate and other costs. As such, it appears to exclude normal, recurring, cash operating expenses and, as such, does not comply with Rule 100(b) of Regulation G and Item 10(e) of Regulation S-K. Refer also to Question 100.01 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. • This measure excludes purchase accounting depreciation and amortization,… letter →
Company response: The Company respectfully acknowledges the Staff’s comment. We understand that Return on Invested Capital (ROIC) and Adjusted EBITDA are non-GAAP financial measures and, as such, are subject to the requirements of Regulation G and Item 10(e)(1)(i)(A) of Regulation S-K. In particular, we recognize that the most directly comparable GAAP measures must be presented with equal or greater prominence than the corresponding non-GAAP measures, as clarified in Question 102.10 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations. We confirm that, in future filings, we will update the Supplemental Information to present the most comparable GAAP measures with equal or greater… response letter →
ROCKWELL AUTOMATION, INC (ROK) · 2026-03-18 · 10-K filed November 12, 2025 · Comment 2 · Page 2 Awaiting / response not in dataset
Staff comment: We note your presentation of total segment operating margin. In addition to addressing the above comments related to total segment operating earnings, please revise to disclose the most directly comparable GAAP measure, operating income margin, with equal or greater prominence as required by Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. letter →
ROCKWELL AUTOMATION, INC (ROK) · 2026-03-18 · 10-K filed November 12, 2025 · Comment 3 · Adjusted Income, Adjusted EPS, and Adjusted Effective Tax Rate Reconciliation, page 30 Awaiting / response not in dataset
Staff comment: We note you exclude purchase accounting depreciation and amortization from your non- letter →
ROCKWELL AUTOMATION, INC (ROK) · 2026-03-18 · 10-K filed November 12, 2025 · Comment 4 · 1. Basis of Presentation and Accounting Policies - Basis of Presentation, page 46 Awaiting / response not in dataset
Staff comment: We note that certain prior-year amounts in the Consolidated Statement of Operations have been reclassified to engineering and development to conform to the current-year presentation. We further note that these amounts were previously classified as cost of sales. Please disclose how you currently define cost of sales. In addition, provide us with (i) your prior definition of cost of sales, (ii) a sufficiently detailed discussion of the nature of the costs no longer identified as cost of sales and (ii) your basis for concluding these costs should no longer be included in cost of sales. Item 2.02 Form 8-K filed February 5, 2026 Exhibit 99. letter →
ROCKWELL AUTOMATION, INC (ROK) · 2026-03-18 · 10-K filed November 12, 2025 · Comment 5 · Supplemental Information, page 5 Awaiting / response not in dataset
Staff comment: Please expand your disclosures surrounding your non-GAAP measures, return on invested capital and adjusted EBITDA, to present the most comparable GAAP measures with equal or greater prominence. Refer Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. letter →
ROCKWELL AUTOMATION, INC (ROK) · 2026-03-18 · 10-K filed November 12, 2025 · Comment 6 · Return on Invested Capital, page 17 Awaiting / response not in dataset
Staff comment: Your Return on Invest Capital (ROIC) is computed using a non-GAAP "return" measure letter →
AEHR TEST SYSTEMS (AEHR) · 2026-03-17 · Inc. Form 10-K for the Fiscal Year Ended May 30, 2025 Form 10-Q for the Three and Six Months Ended November 28, 2025 · Comment 1 · Critical Accounting Policies and Estimates, Income Taxes, page 24 Agreed to revise
Staff comment: We note your disclosure that you released a valuation allowance of $21.9 Million during the fiscal year ended May 31, 2024, based on your conclusion that it is more likely than not that your deferred tax assets will be realized. However, we see that you reported pretax losses in the fiscal year ended May 30, 2025, which continue through the six months ended November 28, 2025. Please update your Critical Accounting Policy in future filings to inform investors of your continued assessments of your valuation allowance in light of these losses and provide more transparent disclosure regarding the specific factors and estimates that impact your judgment in this area, including the assessment of… letter →
Company response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it will enhance its disclosures in future filings regarding its assessment of the realizability of deferred tax assets and the related valuation allowance. Specifically, in future Annual Reports on Form 10-K, and in Quarterly Reports on Form 10-Q as appropriate, the Company will revise its critical accounting policy for income taxes to provide a more transparent disclosure regarding the ongoing evaluation of the need for a valuation allowance, including the significant factors and estimates affecting management’s judgment. Such disclosure will include, as applicable, discussion of the Company’s recent… response letter →
AEHR TEST SYSTEMS (AEHR) · 2026-03-17 · Inc. Form 10-K for the Fiscal Year Ended May 30, 2025 Form 10-Q for the Three and Six Months Ended November 28, 2025 · Comment 2 · Results of Operations, Discussion of Results of Operations, page 25 Agreed to revise
Staff comment: Throughout the discussion of results of operations, you indicate that multiple factors contributed to a material change in your results. Please revise future filings to quantify the impact of each material factor identified. Refer to Item 303(b)(2) of Regulation S-K and SEC Release No. 33-8350. letter →
Company response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it will revise future filings, beginning with its next Form 10-Q, to the extent practicable, to quantify the impact of each material factor contributing to material changes in its results of operations, rather than describing such factors qualitatively only. In future filings, when multiple material factors contribute to a change in a financial statement line item, the Company will quantify the impact of each material driver, including by product line, geographic market, or other relevant category, as appropriate, to provide investors with a more transparent understanding of the underlying reasons for the… response letter →
AEHR TEST SYSTEMS (AEHR) · 2026-03-17 · Inc. Form 10-K for the Fiscal Year Ended May 30, 2025 Form 10-Q for the Three and Six Months Ended November 28, 2025 · Comment 3 · Revenue, page 25 Agreed to revise
Staff comment: Refer to the disclosure on page 12 that you derive a substantial portion of net sales from the sale of a relatively small number of systems with high dollar value. In that regard, please revise future filings to provide a more detailed quantified analysis of the drivers of fluctuations in your revenue, including the changes in the the number and type of systems sold and the impact of any changes in price ranges of systems sold during each period presented. Reference Item 303(b)(2) of Regulation S-K and SEC Release No. 33- 8350. letter →
Company response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it will enhance its future disclosures regarding period-to-period fluctuations in revenue to provide a more detailed quantified analysis of the material drivers of such changes. Specifically, in future filings, the Company will, to the extent material and practicable, expand its MD&A revenue discussion to quantify changes in product mix, including the types of systems sold. The Company will also continue to quantify changes in other material revenue components, such as contactors, services, and other categories, as applicable, to provide investors with greater insight into the underlying causes of… response letter →
AEHR TEST SYSTEMS (AEHR) · 2026-03-17 · Inc. Form 10-K for the Fiscal Year Ended May 30, 2025 Form 10-Q for the Three and Six Months Ended November 28, 2025 · Comment 4 · Note 13. Segment and Concentration Information, page 19 Explained / pushed back
Staff comment: We see your discussion in MD&A that the rapid advancement of generative artificial intelligence (AI) and the accelerating electrification of transportation and global infrastructure represent two of the most significant macro-trends impacting the semiconductor industry today. These appear to represent two different end markets for your products as well, one with decreasing sales, and one with increasing sales, based on your reporting. Tell us how the changes in your business and related end markets impact how management reviews the business, your determination of operating segments, and all other general segment disclosures, including revenue by end market. letter →
Company response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that management has considered the impact of changes in its business and related end markets, including demand associated with generative AI and the electrification of transportation and infrastructure, in its determination of operating segments and related disclosures. As disclosed in Note 16 to the Company’s fiscal 2025 Annual Report on Form 10-K and Note 13 to the Company’s Quarterly Report on Form 10-Q for the quarter ended November 28, 2025, the Company has concluded that it operates as a single operating and reportable segment. The Company’s Chief Operating Decision Maker (“CODM”) reviews financial… response letter →
AEHR TEST SYSTEMS (AEHR) · 2026-03-17 · Inc. Form 10-K for the Fiscal Year Ended May 30, 2025 Form 10-Q for the Three and Six Months Ended November 28, 2025 · Comment 5 · all other general segment disclosures, including revenue by end market. Agreed to revise
Staff comment: In this regard, tell us how the acquisition of Incal Technology impacted your business segments and related disclosures. letter →
Company response: The Company respectfully advises the Staff that the acquisition of Incal Technology did not change the Company’s conclusion that it has one operating segment and one reportable segment. The acquisition of Incal Technology added complementary products that allow the Company to offer a broader range of testing products for both wafer-level and packaged-part burn-in applications. Following the acquisition, Incal’s operations were integrated into the Company’s existing organizational structure, including manufacturing, finance, sales, research and development, and other administrative functions. Consistent with that integration, the Company relocated Incal employees to Aehr’s principal Fremont… response letter →
AEHR TEST SYSTEMS (AEHR) · 2026-03-17 · Inc. Form 10-K for the Fiscal Year Ended May 30, 2025 Form 10-Q for the Three and Six Months Ended November 28, 2025 · Comment 6 · Operations, page 20 Agreed to revise
Staff comment: We see that you include only a short Overview in MD&A that focuses primarily on your products. In light of the significant changes to your business and the end markets for your products, revise your discussion in future filings to provide information about the quality of, and potential variability of, the company's earnings and cash flow, so that investors can ascertain the likelihood that past performance is indicative of future performance. Identify and disclose known trends, events, demands, commitments and uncertainties that are reasonably likely to have a material effect on financial condition or operating performance. letter →
Company response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it will enhance its MD&A in future filings, including the Overview section, to provide a more robust discussion of the quality of its earnings and cash flows and the potential variability of its operating results. 5 As disclosed in the Company’s filings, the Company’s business has experienced significant changes in product mix and end-market demand, including reduced near-term demand in certain silicon carbide applications tied to electric vehicle market softness, and increased activity in artificial intelligence, data center, silicon photonics, Gallium Nitride, and packaged-part burn-in applications,… response letter →
VALVOLINE INC (VVV) · 2026-03-12 · . Form 10-K for the Fiscal Year ended September 30, 2025 Filed November 21, 2025 · Comment 1 · Recent Developments, page 31 Awaiting / response not in dataset
Staff comment: We note that you provide various disclosures regarding your plans to acquire Breeze Autocare in the annual report and that updates were disclosed in the Form 8-K that you filed on December 1, 2025, and in the Form 10-Q that you filed on February 4, 2026, indicating the transaction was completed in exchange for $638.7 million. Please explain to us how you evaluated the significance of this transaction and the requirements in Item 9.01 of Form 8-K, in determining that you would not file an amendment to the Form 8-K within the allotted period of time to include historical financial statements of the entity and pro forma financial statements illustrating the effects of the transaction, based on… letter →
VALVOLINE INC (VVV) · 2026-03-12 · . Form 10-K for the Fiscal Year ended September 30, 2025 Filed November 21, 2025 · Comment 2 · Page 2 Awaiting / response not in dataset
Staff comment: We understand from the disclosures on page 10 of your recent interim report that in conjunction with your acquisition of Breeze Autocare, you immediately sold 45 of the 207 stores acquired pursuant to a Federal Trade Commission Decision and Order. You state that the fair value was $90 million including an allocation of goodwill, although the sale generated a $57.9 million pre-tax loss, indicating sale proceeds of $32.1 million. Given the disparity between these amounts and considering the timeframe, tell us how you determined that the fair value was not the amount that you agreed to receive in exchange. Please also describe your approach in establishing reporting units and allocating the… letter →
CENTURY ALUMINUM CO (CENX) · 2026-03-02 · mpany Form 10-K for the Fiscal Year Ended December 31, 2024 Form 10-Q for the Quarterly Period Ended September 30, 2025 · Comment 1 · Note 2. Acquisition of Jamalco, page 64 Agreed to revise
Staff comment: We have considered your response to prior comment 1. Given the quantitative significance and pervasiveness of the errors in the financial statements and that full consolidation of the Production Assets you control represents a significant change from how you previously consolidated only your proportional interest in the Production Assets, among other factors, we disagree with your conclusion that the error was immaterial. Accordingly, we continue to believe that your previously issued consolidated financial statements are materially misstated and, therefore, should be restated. letter →
Company response: to prior comment 1. Given the quantitative significance and pervasiveness of the errors in the financial statements and that full consolidation of the Production Assets you control represents a significant change from how you previously consolidated only your proportional interest in the Production Assets, among other factors, we disagree with your conclusion that the error was immaterial. Accordingly, we continue to believe that your previously issued consolidated financial statements are materially misstated and, therefore, should be restated. We acknowledge the Staff’s comment and agree with the alternative approach of full consolidation of certain assets and related liabilities of the… response letter →
Johnson Controls International plc (JCI) · 2026-02-26 · Form 10-K for the Fiscal Year Ended September 30, 2025 · Comment 1 · 31 Agreed to revise
Staff comment: We note your disclosure on page 6 indicates that management uses backlog and orders as tools to monitor the performance of the business and provide management with a deeper level of insight into the progress of specific strategic and growth initiatives. Please revise to include a qualitative and quantitative discussion of such metrics for each period presented to enhance a readers understanding of your business similar to slides 9 and 10 of your Fiscal Q4 2025 Earnings Conference Call investor presentation which addresses changes by segment and solution. Refer to SEC Release No. 33-10751. letter →
Company response: The Company acknowledges the Staff’s comment and hereby confirms to the Staff that it will include in future periodic reports a qualitative and quantitative discussion of orders and backlog similar in scope to the information included in the Company’s Q4 Fiscal Year 2025 earnings presentations. Johnson Controls, Inc. 5757 N Green Bay Ave, Milwaukee, WI 53209 Segment Analysis, page 35 response letter →
Johnson Controls International plc (JCI) · 2026-02-26 · Form 10-K for the Fiscal Year Ended September 30, 2025 · Comment 2 · Segment Analysis, page 35 Agreed to revise
Staff comment: We note your disclosure of Segment EBITA appears to be an additional segment measure of profit. Please revise to identify this additional measure of segment profit or loss as non-GAAP and provide the disclosures required by Item 10(e)(1)(i) of Regulation S-K. Similar concerns apply to your disclosures in your earnings releases furnished on Form 8-K. letter →
Company response: The Company acknowledges the Staff’s comment and hereby confirms that it will include in future periodic reports and disclosures revised disclosure and presentation of Segment EBIT and Segment EBITA that identifies Segment EBITA as non-GAAP and includes the disclosures required by Item 10(e)(1)(i) of Regulation S-K. The Company will also make corresponding revisions to its future earnings releases. Consolidated Financial Statements Note 18. Segment Information Geographic Areas, page 100 response letter →
Johnson Controls International plc (JCI) · 2026-02-26 · Form 10-K for the Fiscal Year Ended September 30, 2025 · Comment 3 · Geographic Areas, page 100 Responded
Staff comment: We note approximately 44% of your revenue was from foreign jurisdictions. Please tell us whether revenue from any individual foreign country is material and if so, how you considered the guidance in ASC 280-10-50-41(a). letter →
Company response: The Company acknowledges the Staff’s comment and hereby advises the Staff that, other than the United States, no individual country contributed revenue that was material for the year ended September 30, 2025. In assessing materiality, the Company referenced the 10% tests provided in ASC 280-10-50-12. We acknowledge that the Company is responsible for the accuracy of its disclosures, that the Commission is not foreclosed from taking action with respect to its filing and that the Company may not use the staff comments as a defense in any proceeding. response letter →
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