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SEC published Regulation FD (Fair Disclosure) to restrict selective disclosure
of material information by public companies. Of particular attention, the SEC
emphasized strongly its intent to enforce its rule on selective disclosure
regarding "earnings guidance." Specifically, the SEC regulation
states, "When an issuer official engages in a private discussion with an
analyst who is seeking guidance about earnings estimates, he or she takes on a
high degree of risk under Regulation FD."
Diebold will continue its
ongoing investor relations and public relations communication efforts.
Internally, Diebold has reiterated its policy to all employees regarding
contact with the news media and financial community. The policy states:
All queries from news
reporters, financial analysts and research firms must be funneled through
Corporate Communications and Investor Relations. This policy helps protect employees and Diebold from
SEC regulations and other potential public liabilities.
Diebold will continue to make
improvements to its financial communication program. Following are the
standards by which Diebold will disclose its performance.
1.
Equitable Access: We are committed to the broad dissemination of
transparent information through regulatory filings, press releases, conference
calls, and investor presentations, all of which will be available on the
Company’s Web site when released. Diebold will also provide equitable access
to investors and qualified financial analysts, contingent on availability of
company executives.
2. Earnings Guidance: We
will make every attempt possible to provide a yearly earnings
forecast, and related issues and drivers, in the earnings release outlook
section. We will not comment one way or the other on individual earnings
estimates or street consensus, including First Call or any other service.
3. Analysts’ Models:
We will not review analysts’ financial models and research reports. We will
assist with historical data and previously disclosed public information.
4. Updates: We will
not give running updates during the quarter on current business performance,
including orders, sales (revenues), earnings, or any material P&L and
balance sheet information.
5. One-on-One Meetings:
These meetings will be limited to previously released financial information
and historical data; information regarding markets, products, processes, etc.,
will be discussed as long as it is not considered to be material information.
6. Analyst and Investor
Conferences: We continue to look forward to participating in and
presenting at these meetings. We will put the formal presentation on our Web
site prior to the meeting. We will encourage the organizer to make Webcasting
connectivity available for the formal presentation.
7. Earnings Phone
Conference: We will issue a press release prior to the phone conference
announcing the date and time and that there will be a live Webcast. We will
continue the practice of opening the phone conference to the news media.
8. Quiet Period:
Diebold’s quiet period will begin the 16th
day during the last month of the quarter up to
the earnings release. We will have no one-on-one meetings during this time,
and access to senior executives will be restricted.
If you have any questions
please contact John Kristoff, vice president, chief communications
and investor relations officer, 330-490-5900; Jennifer Bako,
manager, investor relations, 330-490-6318.
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