The 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 16thday 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 Stephen Virostek, Head of Investor Relations, at 330-490-6319.