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Communications Policy

JOHNSON CONTROLS COMMUNICATION POLICY

Summary

Johnson Controls discloses information about its operations and performance to accommodate the mutual interests of the Company and its publics. The Company supports regular communication with employees, shareholders, customers, communities, media and other groups with an interest in the Company.

As a publicly owned corporation, Johnson Controls has an obligation to make available and disseminate certain "material" information to its shareholders and other public stakeholders. At the same time, the improper release of proprietary information could have serious ramifications for the Company. The Johnson Controls Communication Policy defines areas of responsibility and requirements for material and non-material communication.

A. Responsibilities

I. Communication departments are responsible for:

  1. Effective communication with employees, customers, industry, trade media and plant/office communities.
  2. Reviewing information prior to public disclosure for materiality (see Section B). If information is believed to potentially be material, it must be referred to the Disclosure Committee for review. The only information pertaining to the company’s financial results or future plans which can be communicated without prior approval is that which has already been published by the corporate communication department in, for example, annual reports, news releases, SEC filings or other external corporate information vehicles.
  3. Setting policies for approval and distribution regarding public release of non-proprietary information such as projects, strategies, customer names and activities.
II. The Disclosure Committee, consisting of the Vice Chairman, the Chief Financial Officer, the Vice President, Corporate Strategy, Investor Relations and Communication, the Corporate Controller, the General Counsel and the Assistant General Counsel, will evaluate and discuss whether information is material, the appropriateness and timing for public release or whether material information should remain confidential.

III. Employees are responsible for directing information requests to the appropriate spokespersons within the company as detailed in the following sections.

B. Definitions

  • mergers, acquisitions, tender offers, joint ventures or changes in assets;
  • default on debt obligations;
  • new products, discoveries, orders, or developments regarding customers or suppliers, such as the acquisition or loss of a contract;
  • changes in control or in management;
  • a change in auditors or an auditor notification that the issuer may no longer rely on an auditor's reports;
  • events regarding the issuer'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 the issuer;
  • bankruptcies, receiverships, insolvency or other significant liquidity events; and
  • litigation.

  • "Nonpublic" Information - Any information that has not been disseminated in a manner reasonably designed to make it generally available to investors.

  • "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 should both be considered as being 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 Securities and Exchange Commission (SEC) has indicated are likely to be considered material include (but are not limited to) the following:

  • "Proprietary" information - Any information that, if disclosed, would harm the Company's competitive advantage.
C. Material Information Disclosure Policy

Johnson Controls is committed to providing timely, consistent and accurate information to the public consistent with legal and regulatory requirements, including the SEC's Regulation FD. When releasing material information, 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.

The Material Information Disclosure Policy applies to Johnson Controls, Inc. and all of its subsidiaries, operating units, majority-owned joint ventures worldwide and members of the Board of Directors. It covers disclosures in SEC-filed documents and written statements made in the Company's annual and quarterly reports, news and earnings releases, letters to shareholders, speeches by senior management and information provided by the Company on its Internet Web site. In addition, it covers oral statements made in group and individual meetings with analysts and investors, phone calls and webcasts 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.

The complete policy can be found at http://www.johnsoncontrols.com/governance/disclosure_policy.htm. Portions of the policy are duplicated in this section.

Under this policy, the Chairman, members of the Office of the CEO, the Vice President, Corporate Strategy, Investor Relations and Communication and the Director, Financial Communication are designated as the Primary Spokespersons for Johnson Controls. Others within Johnson Controls, including those persons designated from time to time by a Primary Spokesperson, will serve as Authorized Spokespersons, to speak on behalf of the Company or to respond to specific inquiries from the investment community or the financial media. The Vice President, Corporate Strategy, Investor Relations and Communication shall be responsible to schedule and develop presentations for all meetings and communication with the investment community and the financial media. No one but a Primary or Authorized Spokesperson is authorized to talk to investors or the investment community, including analysts. All inquiries from such sources must immediately be referred to the Vice President, Corporate Strategy, Investor Relations and Communication or to the Director, Financial Communication.

Prohibition On Selective Disclosure - Johnson Controls, 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 the issuer's securities, as well as potential investors or anyone else that is not subject to a confidentiality agreement or other duty against disclosing such information.

Methods For Public Disclosure of Material Information - Johnson Controls will disseminate material information through an appropriate SEC filing and, in addition, if deemed appropriate, another method of disclosure that is 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 the Company's Web site for at least five business days. The Company 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 the Company’s securities, or any other member of the public.

Inadvertent Disclosures - Should a Company official or Board Member make an inadvertent disclosure of material, nonpublic information on a selective basis (e.g., an analyst meeting or phone call with an analyst or investor that was not previously broadly disseminated), Johnson Controls will, as soon as reasonably practicable (but in no event later than 24 hours or before the market opening), broadly disseminate that information publicly. Inadvertent material disclosures are required to be reported promptly to a primary spokesperson for the Company, typically the Vice President, Corporate Strategy, Investor Relations and Communication.

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

Responding To Market Rumors - So long as it is clear that the Company is not the source of the market rumor, the Company's spokespersons will respond consistently to those rumors concerning potentially material developments saying, "It is our policy not to comment on market rumors or speculation." (also see Section J) Should the New York Stock Exchange request the Company make a definitive statement in response to a market rumor that is causing significant volatility in the stock, the Disclosure Committee will consider the matter and make a recommendation to the CEO on whether to make a policy exception.

Contact Person For Questions About This Disclosure Policy - All questions and inquiries regarding this Disclosure Policy should be addressed to the Vice President, Corporate Strategy, Investor Relations and Communication and, in such person's absence, to another member of the Disclosure Committee.

D: Dissemination of Nonpublic Information to Employees

During the course of normal business activities, material or proprietary information will need to be shared among Johnson Controls employees. Discretion should always be exercised to limit such information to only those who need to know as part of their job responsibilities. When disseminating such information, it is important to reiterate its confidential nature and take steps to ensure that this information will be protected from misuse or improper release.

E: Publishing of News to Wire Services

All news releases to be distributed via a news wire service such as PR Newswire or Businesswire are to be reviewed and approved in advance by the corporate communication department. In addition, the release date and time must be approved by corporate communication. This includes news releases generated by the Company as well as news releases generated by others that mention the Company.

The corporate communication department will be responsible for the transmission of all news releases to the wire services. No other department or external agency is authorized to send a news release directly to a wire service.

Many news wire services automatically re-publish news releases onto financial analyst news systems such as Thomson First Call. News wires are to be specifically instructed to not publish a news release onto Thomson First Call unless the corporate communication department requests this distribution.

F: Placing of Advertisements

No employee or agency will place a print, broadcast or Web advertisement or sign an advertising contract (with the exception of employment ads, which must be coordinated through human resources) without the approval of the business unit communication department or corporate communication department. All advertisements, including those for trade, business or consumer publications, sponsorships and trade shows, must be approved by the appropriate communication department prior to publishing. Some business units have created local advertising programs for Johnson Controls locations. Inquiries about these local programs should be directed to business unit communication departments.

G. Handling information requests

Information requests can be received by phone, email, fax, letter or even during casual conversation at trade shows and other events. Regardless of the method of inquiry, information requests should by handled as follows:

  1. Trade media inquiries should be directed to the marketing communication department of the appropriate business unit or to corporate communication. Trade media inquiries for previously undisclosed material information and/or information which is not readily available from divisions or local facilities should be directed to the corporate communication department.
  2. Business/financial media inquiries should be directed to the corporate communication department.
  3. Local media inquiries should be directed to the appropriate business unit communication department or the corporate communication department. Some business units have created programs for Johnson Controls locations to encourage relationship building with local media to enhance local sales and recruitment efforts, as well as to establish a positive local company image. Inquiries about these local programs should be directed to business unit communication departments. In addition, the Vice President, Corporate Strategy, Investor Relations and Communication may designate spokespersons to discuss local issues with members of the media.
  4. Individual shareholder inquiries, including requests for copies of Company reports to shareholders and the Securities and Exchange Commission (i.e.: 10K, 10Q) should be directed to Shareholder Services.
  5. Security analysts or other investment professionals requesting information must be directed to the Vice President, Corporate Strategy, Investor Relations and Communication or to the Director, Financial Communication. Under no circumstances should a Johnson Controls employee provide information to security analysts or investment professionals about the company, its products, or its forecasts without specific approval by the Vice President, Corporate Strategy, Investor Relations and Communication.
  6. General public information requests should be directed to the official spokesperson of the appropriate business unit or to the corporate communication department.
When in doubt, forward inquiries to corporate communication.

H: Speeches and Presentations

Representatives of the Company regularly make speeches, provide interviews or participate in conferences. Such appearances must be approved by the appropriate business unit communication department, in the case of marketing-related presentations, or by the corporate communication department for presentations that involve the overall company, its strategies or its financial performance. In general, presentations should include only information covering the employee's areas of responsibility and generally known and public information about the Company. Under no circumstances should speakers disclose material nonpublic information in the presentation or in any subsequent question and answer or other breakout meeting.

I: World Wide Web

  1. The only authorized Johnson Controls World Wide Web (WWW) presence is www.johnsoncontrols.com. This medium’s global reach and instantaneous nature present some unique challenges related to legality, security and content. Therefore, centralized content control is required for all visual and written information contained on the site. Standards for the Johnson Controls web presence, including "e-business" applications and portals, are created and managed by the Enterprise Web Team.
  2. No employee, agency or other party is to place information of any kind regarding the company, its products, operations or plans on any portion of the WWW without prior consent of the Corporate or Group Webmaster.
  3. Individual Johnson Controls employees are prohibited from using, or approving the use of, the Johnson Controls logo, copyrighted material or proprietary material on the WWW without approval from the Corporate or Group Webmasters.
  4. All requests to register domain names on behalf of Johnson Controls anywhere in the world must be coordinated through the Corporate IT Manager, Global Information Security. This is necessary to ensure consistency, protection of our trademark, and functionality of our web presence.
  5. Use of the logo on a third-party Web site requires prior consent of the Corporate or Group Webmasters. If the Johnson Controls logo is approved for use on a third-party Web site (see Section K), it must appear according to all the corporate identity guidelines found in the publication "Communicating the Vision". If used as a hypertext link, the logo should point to the Johnson Controls home page at www.johnsoncontrols.com.
J. Internet Discussion Threads/Chat Rooms

  1. Johnson Controls will not comment on or reply to rumors, statements or questions posted on Internet discussion groups.
  2. Employees are not authorized to speak on behalf of the company, or to disclose any news about the company, on Internet discussion groups. Customer service representatives are allowed to respond to discussion group product questions specifically related to their area of responsibility.
K. Endorsements

1. Johnson Controls is frequently asked to lend its logo, or other endorsement to third-party products, services, or partners. Johnson Controls exercises caution in granting such endorsements or testimonials. Endorsements that may be acceptable to one part of the company may cause conflict in other parts.

Endorsement requests require approval by the Corporate Communication Department. In general, they will be approved only when:

  1. Johnson Controls is fully satisfied with the product/company, and expect high levels of satisfaction to remain for the foreseeable future.
  2. It can be verified that the endorsement will not cause a customer conflict.
  3. The final design and text of the endorsement can be reviewed and approved prior to publication.
  4. Provisions of the agreement allow revocation of the approval at any time.
L. Contacts

Webmaster Contacts:
corp.webmaster@jci.com (Enterprise Web Team and Corporate)
asg.webmaster@jci.com (Interior experience)
bg.webmaster@jci.com (Power solutions )
cg.webmaster@jci.com (Building efficiency)

Shareholder Services Contact:
Arlene Gumm, 414-524-2363 Arlene.Gumm@jci.com

Effective March 2006