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JOHNSON CONTROLS, INC.
DISCLOSURE POLICY

Johnson Controls, Inc. (“JCI”) is committed to providing timely, consistent and accurate information to the public consistent with legal and regulatory requirements, including Regulation FD of the Securities Exchange Act of 1934, as amended. It is imperative that consistent disclosure practices be applied, and that all members of the investment community, including individual investors, have prompt and simultaneous access to disclosed information. This disclosure policy confirms in writing our policy to provide investors material information when required or voluntarily released in a broad, non-exclusionary fashion.  

I. Scope Of This Disclosure Policy - This policy covers all employees of JCI, its subsidiaries and majority-owned affiliates and the members of JCI’s Board of Directors. It covers disclosures in documents filed with the Securities Exchange Commission (“SEC”) and written statements made in JCI’s annual, quarterly and periodic reports, news and earnings releases, speeches by senior management and information provided by JCI on its Internet website. In addition, this policy covers oral statements made in group and individual meetings with analysts and investors, phone calls and Web casts with analysts and investors, and interviews with the media as well as press conferences and all other communications of material information reasonably likely to be transmitted directly or indirectly to the public.   

II. Prohibition On Selective Disclosure - JCI, its directors, executive officers, investor relations personnel, and other people with similar functions are prohibited from selectively disclosing "material" nonpublic corporate information to securities market professionals and holders of JCI’s securities, potential investors or anyone else that is not subject to a confidentiality agreement or subject to another duty against disclosing such information.  

A. What Is "Material" Information - Information is material if there is a substantial likelihood that a reasonable shareholder would consider it important in making an investment decision. Earnings information and "guidance" regarding earnings forecasts are considered to be material. Earnings guidance includes indications that earnings are "up," "down," or "flat," along with such statements as "I would not be troubled by that," "that sounds about right," and "that's in the ballpark." Other types of information or events that the SEC has indicated are likely to be considered material include (but are not limited to) the following:  
 

• Significant mergers, acquisitions, tender offers, joint ventures or changes in assets; 

• default on debt obligations; 
• new products or discoveries, or developments regarding customers or suppliers, such as the acquisition or loss of a significant contract; 
• changes in ownership control or in key management; 
• a change in auditors or an auditor’s notification that the Company may no longer rely on an auditor's reports; 
• events regarding JCI’s securities, such as calls of securities for redemption, repurchase plans, stock splits or changes in dividends, changes in the rights of security holders, public or private sales of additional securities by JCI;
• bankruptcies, receiverships, insolvency or other significant liquidity events; and 
• significant litigation. 

B. What Is Nonpublic Information - "Nonpublic" information is any information that has not been disseminated in a manner reasonably designed to make it generally available to investors. 

III. Designated Spokespersons - The Chairman, President and Chief Executive Officer, Chief Financial Officer, the Vice President, Corporate Communication and the Vice President, Investor Relations are designated as the Primary Spokespersons for JCI. Others within JCI, including those persons designated from time to time by a Primary Spokesperson, will serve as Authorized Spokespersons to speak on behalf of JCI or to respond to specific inquiries from the investment community or the media. The Vice President, Investor Relations, shall be responsible to schedule and develop presentations for all meetings and communications with the investment community. Only a Primary or Authorized Spokesperson is authorized to talk to investors or the investment community, including analysts. All inquiries from such sources must be immediately referred to the Vice President, Investor Relations. 

IV. Disclosure Committee - The Board of Directors has established a Disclosure Committee comprised of Chief Financial Officer; Vice President, Corporate Communication; Corporate Controller; General Counsel; one or more global Group General Counsels; Vice President, Internal Audit; Group Controllers; and the Vice President, Investor Relations.

The Disclosure Committee will carry out its duties and responsibilities, as detailed in the Disclosure Committee Charter, which was approved by the Board of Directors. The role of the Disclosure Committee should not be construed as conducting normal investor relations activities. The Disclosure Committee will review and update, if necessary, this disclosure policy at least once annually.

V. Apprising The Disclosure Committee Of Material Developments - It is essential that the Disclosure Committee be fully apprised of all Company developments that may be material. The committee will evaluate those events to determine the appropriateness and timing for public release, or to determine whether the information should remain confidential, and if so, how that inside information is controlled. In addition, the Committee may involve one or more key executives from its operating subsidiaries or divisions to discuss and gain a better understanding of material operational developments.  

VI. Responding To Inquiries - Employees (other than the Primary or Authorized Spokespersons) are not authorized to respond under any circumstances to inquiries from the investment community or shareholders unless specifically authorized to do so by the Chief Financial Officer or the Vice President, Investor Relations. Employees are instructed to immediately refer all such inquiries to the Vice President, Investor Relations.

VII. Methods For Public Disclosure - JCI will disseminate material information through an appropriate SEC filing and, in addition, if deemed appropriate, one or more methods of disclosure reasonably designed to provide broad, non-exclusionary distribution of the information to the public. All news releases or other material written public disclosures, in addition to material filed or furnished on an appropriate SEC filing, will be made available on JCI’s website for at least five business days. JCI will publicly disseminate the information before making that information available on a selective basis to the investment community, such as analysts and institutional investors or holders of JCI’s securities, or any other member of the public.  

Inadvertent Disclosures - Should a Company official or member of the Board of Directors make an inadvertent disclosure of material, nonpublic information on a selective basis (e.g., at an analyst meeting or on a phone call with an analyst or investor that was not previously broadly disseminated), JCI will, as soon as reasonably practicable (but in no event longer than 24 hours), broadly disseminate that information publicly. Inadvertent material disclosures are required to be reported promptly to a Primary Spokesperson for JCI, typically the Chief Financial Officer or the Vice President, Investor Relations.  

Review Of Releases Or Filings By Disclosure Committee - Under normal circumstances (an exception may be made in the case of an inadvertent disclosure of new material information on a selective basis, in which case the need for immediate release would require that the normal review and approval process be circumvented), the release or filing containing the material information will be reviewed and approved by the Disclosure Committee.  

VIII. Monitoring And Preserving JCI’s Reporting - The reporting of JCI’s disclosures will be monitored by the Disclosure Committee to ensure accurate reporting and to take corrective measures, if necessary. A record summarizing issues discussed and decisions made by the Disclosure Committee will be maintained by the Secretary of the Disclosure Committee for an appropriate period of time. 

IX. Responding To Market Rumors - So long as it is clear that JCI is not a source of the market rumor, JCI’s spokespersons will respond consistently to those rumors concerning potentially material developments by saying, "It is our policy not to comment on market rumors or speculation." Should the NYSE request JCI to make a definitive statement in response to a market rumor that is causing significant volatility in JCI’s stock, the Disclosure Committee will consider the matter and make a recommendation to the CEO on whether to make a policy exception. 

X. Forward Looking Statements And The PSLRA Of 1995 - JCI may, from time to time, make forward-looking statements using the safe harbor as prescribed in the Private Securities Litigation Reform Act of 1995, provided that JCI will not do so on a selective basis and will otherwise comply with this Disclosure Policy. JCI may provide forward-looking, non-material information to enable the investment community to better evaluate JCI and its prospects for performance. JCI will review its Safe Harbor statement on a regular basis.

All forward-looking statements made in JCI’s written documents will be identified as such and accompanied with meaningful cautionary language that warns investors that there is a risk that the statement could change materially. In the case of oral forward-looking statements, the statements will be identified as such. Otherwise, the spokesperson can refer to a readily available written document (news release, the MD&A in a Form 10-K or 10-Q) to determine the appropriate cautionary language.

The treatment of forward-looking statements during conference calls is discussed in the next section of this Disclosure Policy under the subheading "Analyst Meetings And Conference Calls; Cautionary Statements Under PSLRA Of 1995."

XI. Quiet Periods - JCI has adopted a quiet period, which limits communications with investors during sensitive periods to basic and historic information. Beginning with the 15th day of the third month of each calendar quarter and ending with the issuance of a normal quarterly earnings news release (the “Quiet Period”), primary spokespersons will not comment on any previously-issued earnings guidance of material information for the current quarter or year.

The Johnson Controls investor relations Web site (www.johnsoncontrols.com/investors) will publish a notice of the commencement of each quiet period.

XII. Common Situations 

A. Analyst Conference Calls

1. Type of Meetings and Communications. JCI anticipates that it will conduct Web cast conference calls with analysts and investors on a quarterly basis usually the day of or after the quarterly earnings news release has been issued.
2. Notice. JCI will announce, via press release, the date and time of a conference call and will post the information on its Internet website in a timely manner, and include the information about how to participate in the call. Notice will generally be given at least several days in advance of such a call, unless special circumstances require a shorter period. JCI may use automated e-mail notification lists to enhance its ability to distribute material, public information, as well as to give notice of press conferences and conference calls. Individual investors or media not invited to participate on an interactive basis will be able to listen in on the Web cast or conference call on a real-time basis. These calls will be available for at least one week after the call on JCI’s Internet website.
3. Cautionary Statements Under The PSLRA Of 1995. At the beginning of the conference call or webcast, a Company spokesperson will make a statement (“Safe Harbor statement”) that forward-looking information may be discussed during the course of the call and, if so, it will be identified as such with words such as "we expect," "we believe," "we predict," etc., and will also refer the audience to appropriate cautionary language or reference to cautionary statements contained in readily available (publicly released) documents.
4. Scripts and Outlines. A script or outline should be prepared for any presentation made during the conference calls or any other group presentations. JCI will attempt to identify beforehand those issues that are anticipated to be raised during such presentations, and the appropriate responses thereto, so as to avoid accidental, material disclosures of non-public information. All Authorized Spokespersons who might be involved in responding to those issues will be briefed before any such presentation, consistent with this safeguard. During such presentations, the spokespersons shall avoid making any comments that suggest they will provide additional material information afterwards on a selective basis.
5. Disclosure of additional information before a conference call. Primary Spokespersons will not provide details or additional information beyond that provided in the news release, presentation or other publicly disclosed communication materials before the conclusion of the conference call.  
6. Monitoring. At least one member of the Disclosure Committee will listen to the call to determine if potentially new material information may have been released to determine whether additional disclosure such as a news release is appropriate to fully disclose the information. A recording of the call will be retained for a minimum of one year as part of JCI’s disclosure record.
   

B. Meetings With Analysts and Investors

1. Types of Meetings. Historically, meetings with analysts and investors have taken many forms, including "one-on-one" and small group discussions with analysts and investors, as well as group presentations and similar sessions at industry and issuer conferences, or at Johnson Controls or investor offices.
2. Precautions. One or more members of the Disclosure Committee will be part of any group of JCI executives when meeting with analysts or investors one-on-one, at group meetings or at financial media interviews. A member of the Disclosure Committee will ordinarily pre-brief Company spokespersons before and after such meetings or conference calls with analysts and investors to insure that material non-public information is not disclosed. The briefings are done (i) to review the disclosure record so the spokesperson is familiar with the material information that is already on the public record and (ii) to determine whether material nonpublic information was disclosed and, if so, what remedial actions should be taken. Finally, the General Counsel will periodically attend scheduled meetings and conferences with analysts and investors to assure compliance with this Policy. 

 

C. Offerings and M&A Transactions - The Disclosure Committee shall be consulted prior to disclosing any information regarding or in connection with any securities offerings, whether registered or unregistered, or any M&A transaction in which JCI is involved. 

D. Providing Guidance With Respect To Earnings per Share Estimates And Reviewing Analysts' Draft Models Or Reports

1. Guidance. JCI will not comment on or confirm (except through broad disclosure) its "comfort level" with analyst projections. Normally, JCI provides broadly-disclosed forward-looking information. Should JCI determine during the course of a quarter that JCI’s earnings will likely be materially below or above the consensus of analysts' then current estimates, the Disclosure Committee may recommend to the Chief Executive Officer as to the need and timing of any such disclosure.
   
2. Review of Analyst Reports or Models. JCI may comment from time to time on analyst reports or models to the extent JCI has previously provided guidance publicly on the components thereof. All discussions will be in compliance with regulations regarding selective disclosure of information. 

B. Meetings With Analysts and Investors

1. Types of Meetings. Historically, meetings with analysts and investors have taken many forms, including "one-on-one" and small group discussions with analysts and investors, as well as group presentations and similar sessions at industry and issuer conferences, or at Johnson Controls or investor offices.
2. Precautions. One or more members of the Disclosure Committee will be part of any group of JCI executives (including the Chief Executive Officer, the Chief Financial Officer and/or the Vice President, Corporate Strategy, Investor Relations and Communication) when meeting with analysts or investors one-on-one, at group meetings or at media interviews. A member of the Disclosure Committee will ordinarily pre-brief Company spokespersons before and after such meetings or conference calls with analysts and investors to insure that material non-public information is not disclosed. The briefings are done (i) to review the disclosure record so the spokesperson is familiar with the material information that is already on the public record and (ii) to determine whether material nonpublic information was disclosed and, if so, what remedial actions should be taken. Finally, the General Counsel will periodically attend scheduled meetings and conferences with analysts and investors to assure compliance with this Policy.
   

C. Offerings and M&A Transactions - The Disclosure Committee shall be consulted prior to disclosing any information regarding or in connection with any securities offerings, whether registered or unregistered, or any M&A transaction in which JCI is involved. 

D. Providing Guidance With Respect To Earnings per Share Estimates And Reviewing Analysts' Draft Models Or Reports

1. Guidance. JCI will not comment on or confirm (except through broad disclosure) its "comfort level" with analyst projections. Normally, JCI provides broadly-disclosed forward-looking information. Should JCI determine during the course of a quarter that JCI’s earnings will likely be materially below or above the consensus of analysts' then current estimates, the Disclosure Committee may recommend to the Chief Executive Officer as to the need and timing of any such disclosure.
2. Review of Analyst Reports or Models. JCI may comment from time to time on analyst reports or models to the extent JCI has previously provided guidance publicly on the components thereof. All discussions will be in compliance with regulations regarding selective disclosure of information.
   

XIII. Referring To Or Distributing Analyst Reports On JCI - JCI regards analyst reports as proprietary information belonging to the analyst's firm and will not provide such reports on JCI’s Internet website or through any other means to persons outside of JCI. Analyst reports on JCI and available industry reports may be provided periodically to the Board of Directors, senior management and other employees. Distribution of these reports internally is for information purposes only and shall not be represented as an endorsement of the analyst’s opinion. 

XIV. Reporting Of Non-Intentional Material Disclosures - All employees and the members of the Board of Directors are required to report promptly all non-intentional material disclosures. Reports are to be made to a Primary Spokesperson for JCI, typically the Chief Financial Officer or Vice President, Investor Relations. 

XV. Contact Person For Questions About This Disclosure Policy - All questions and inquiries regarding this Disclosure Policy should be addressed to the General Counsel or Vice President, Investor Relations and, in their absence, to another member of the Disclosure Committee.


Updated June 2010