Disclosure Committee Charter

JOHNSON CONTROLS, INC.
BOARD OF DIRECTORS

DISCLOSURE COMMITTEE

CHARTER

This Disclosure Committee Charter (the “Charter”) has been adopted by the Chief Executive Officer and the Chief Financial Officer (the “Senior Officers”) of Johnson Controls, Inc. (the “Company”) and ratified by the Audit Committee of the Board of Directors. The Disclosure Committee (the “Committee”) shall review and reassess this Charter annually and recommend any proposed changes to the Senior Officers and the Audit Committee for approval.

Purpose

It is the Company's policy that all disclosures and forward-looking statements made by the Company to its security holders or the investment community should be accurate and complete, and all disclosures should fairly present the Company's financial condition and results of operations in all material respects, and should be made on a timely basis, as required by applicable laws and stock exchange requirements.

Organization

The membership of the Committee shall consist of the Chief Financial Officer, the Vice President, Corporate Communication, the Corporate Controller, the General Counsel and the Deputy General Counsel. Such members may be replaced, or new members added, at any time and from time to time by the Senior Officers.

The Committee may designate two or more members of the Committee, at least one of whom shall be an attorney knowledgeable about SEC rules and regulations with respect to disclosure and at least one of whom shall be knowledgeable about financial reporting, who can, acting together, approve Disclosure Statements (other than Periodic Reports) when time does not permit the full Committee to meet. In the event that the General Counsel and Deputy General Counsel are unavailable, they may designate an attorney with an independent law firm to provide advice on their behalf.

One member of the Committee shall be appointed by the Senior Officers as Secretary. The Secretary shall be responsible for scheduling and presiding over meetings, and preparing agendas and meeting minutes. Any question of interpretation of this Charter or the Committee's procedures shall be determined by any Senior Officer or, in their absence, the Secretary.

The Committee shall meet as frequently as circumstances dictate to execute its responsibilities under this Charter, taking into account developments since the most recent meeting, including changes in the Company's organization and business performance and any change in economic, regulatory or industry conditions.

Initially, the Committee will meet at least eight times per year (four times to review quarterly/annual Periodic Reports and earnings releases and four times to consider and review other disclosure related issues). Standardized agendas will be developed for each meeting, and minutes will be maintained.

It is expected that all meetings will occur in person; however, in certain circumstances one or more members of the Committee may participate by telephone conference, with the same effect as though they were personally present.

Responsibilities

The Committee shall assist the Senior Officers in fulfilling their responsibility for oversight of the accuracy and timeliness of the disclosures made by the Company by being responsible for the following tasks, in each case subject to the supervision and oversight of the Senior Officers:

Draft and obtain approval of a disclosure policy applicable to the Company's operations worldwide, and institute appropriate training;
Establish, monitor and evaluate the effectiveness of the controls and other procedures (which may include procedures currently used by the Company) that are designed to ensure that information required by the Company to be disclosed to the Securities and Exchange Commission (“SEC”), including the Company's Annual Report on Form 10-K and each Quarterly Report on Form 10-Q (collectively, the “Periodic Reports”), and other information, including voluntary disclosures, that the Company makes is recorded, processed, summarized and reported accurately and on a timely basis;
Review all information which is forthcoming through the various internal controls and other processes and procedures to determine what might be recommended to management as being subject to disclosure. In this regard, the quarterly Contingent Liability Report should be made available to all members of the Committee.
Assure that such recommendations are communicated to management, including the Senior Officers, as appropriate to allow timely decisions regarding such required disclosure (“Disclosure Controls”);
Review the process for preparing and the final drafts of the Company's (i) periodic and current reports, proxy statements, information statements, registration statements and any other information filed with the SEC, (ii) press releases containing financial information, earnings guidance, information about material acquisitions or dispositions or other information material to the Company's security holders, (iii) correspondence broadly disseminated to shareholders and all presentations to analysts and the investment community, and (iv) presentations to rating agencies and lenders (collectively, the “Disclosure Statements”), and review disclosure policies for the Company's Corporate/Investor Relations website;
Provide guidance to senior management with respect to handling informal contacts by and communications with shareholders, analysts and the investment community, rating agencies, lenders and other third parties;
Review investor relations plans and schedules; and
Discuss with the Senior Officers all relevant information with respect to the Committee's proceedings, the preparation of the Disclosure Statements and the Committee's evaluation of the effectiveness of the Company's Disclosure Controls.

In discharging its duties, the Committee shall have full access to all Company books, records, facilities and personnel.

Other Responsibilities

The Committee shall also have such other responsibilities as the Senior Officers may assign to it from time to time.

Effective April 2003