niri ANALYTICS Researching Investor Relations Guidance Practices 2014 Survey Report October 22, 2014

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1 niri ANALYTICS Researching Investor Relations Guidance Practices 2014 Survey Report October 22, 2014 National Investor Relations Institute 225 Reinekers, Suite 560 Alexandria VA 22314

2 Contents Executive Summary... 3 Overall... 5 Financial Guidance Summary... 8 Non-financial Guidance Summary Changes to Guidance Practices Summary Differences in Guidance by Market Cap Size Guidance Trend Analysis Qualitative Findings Appendix A: 2014 Survey Methodology Appendix B: 2014 Survey Demographics Figure 1: Company Provides Some Form of Guidance by Year... 5 Figure 2: Type of Guidance Provided... 6 Figure 3: Reasons Company Does Not Provide Any Form of Guidance... 7 Figure 4: Some Form of Guidance Provided by Analyst Coverage... 8 Figure 5: Periodicity-Over What Time Horizons do the Guidance Estimates Extend Figure 6: Frequency-How Frequently do you Communicate Financial Guidance Figure 7: Current Financial Guidance Dissemination Practices Figure 8: Frequency of and Reasons for Pre-Announcing/Pre-Releasing Earnings Guidance Estimates Figure 9: Reasons Financial and Non-financial Guidance is Provided Figure 10: Periodicity-Over What Time Horizons do the Non-financial Guidance Estimates Extend Figure 11: Frequency-How Frequently do you Communicate Non-financial Guidance Figure 12: Any Guidance Provided by Market Cap Figure 13: Type of Guidance Provided by Market Cap Figure 14: Frequency of Financial Guidance Provided by Market Cap Figure 15: Non-financial Guidance Provided by Market Cap Figure 16: Company is Considering Suspension or Discontinuation of Financial Guidance by Year Figure 17: Company Would Update Financial Guidance if Material Change by Year Figure 18: Company Reiterates Guidance by Year Table 1: Financial Guidance and Method Provided... 9 Table 2: Non-financial Guidance Provided Table 3: Changes to Guidance Practices being Considered by Company Table 4: Micro and Small-cap Financial Guidance, and Method Provided Table 5: Mid, Large and Mega-cap Finance Guidance, and Method Provided Table 6: Non-financial Guidance Provided by Market Cap National Investor Relations Institute Guidance Practices

3 Guidance Practices Survey Executive Summary Provision of guidance returns to pre-recession numbers Key Findings 94% of 2014 respondents companies provide some form of guidance (either financial, non-financial or both), compared to 88% in 2012, 90% in 2010, and 93% in % report providing financial guidance compared to 76% in 2012, 81% in 2010, and 85% in Since 2007 (when 66% of respondents reported providing financial guidance) this figure has risen 30%. 65% provide non-financial (broad market) guidance in 2014, compared to 44% in 2012, 48% reported in 2010 and 55% reported in For those that do not provide guidance, the majority (68%) have never done so. Similar to 2010 and 2012 results, the most common forms of financial guidance are tax rate (79%), revenue or sales guidance (77%), capital expenditures (76%), and earnings/eps (65%). The most commonly cited reasons for providing financial guidance are to ensure sellside consensus and market expectations are reasonable (88%), and increase transparency (81%). Management philosophy continues to be the most common reason cited for not providing guidance (59%), followed by a desire to keep the focus on long term company performance (41%). These results remain consistent since For those who provide financial guidance, the most common time horizon is an annual estimate (no change from 2012 and 2010 results) (85%). Additionally, the most common frequency for communicating estimates is quarterly (85%). National Investor Relations Institute Guidance Practices

4 Guidance Practices-2014 Survey: Purpose and Objectives For investor relations (IR) professionals, providing what most commonly is referred to as "earnings guidance" is a core concern. The practice extends far beyond the decision to communicate EPS expectations the degree of nuance in how each organization issues or does not issue guidance is considerable. NIRI regularly conducts this survey in order to understand all facets of guidance practice and provide benchmarking data for best practices. This survey inquired about practices related to company guidance policy. The survey instrument was divided into one section on financial guidance (defined as all quantitative economic measures of a company s performance including earnings or EPS, revenue, cash flow, EBITDA, operating income, gross margin, expenses, CAPEX, tax rate, etc.), and another section on nonfinancial guidance (defined as any information about current market or business conditions that have the potential to impact company performance and are not typically reflected in a company s financial statements). Additionally, the survey inquired about the frequency of guidance (defined as how often guidance is communicated, reiterated or updated), and periodicity of guidance (defined as the timeframe for which the company is providing forwardlooking statements, typically in the form of quarterly or annual estimates). This report presents 2014 results from NIRI corporate members. Survey Definitions Micro-cap: < $250 million in market-capitalization Small-cap: $250 million - < $2 billion Mid-cap: $2 billion - < $10 billion Large-cap: $10 billion - < $25 billion Mega-cap: $25 billion + National Investor Relations Institute Guidance Practices

5 Guidance Practices Survey-2014: Results Overall The overwhelming majority of respondents provide some form of guidance (either financial, non-financial, or both forms) (94%), and these results are the highest reported since 2009 (93%) (Figure 1). Figure 1: Company Provides Some Form of Guidance by Year Fifty-seven percent of respondents provide both forms of guidance (financial and nonfinancial), compared with 39% in 2012 (Figure 2). Twenty-eight percent provide only financial guidance, down from 44% in Seven percent provide only non-financial guidance, stable compared to 8% in National Investor Relations Institute Guidance Practices

6 Figure 2: Type of Guidance Provided Provide Non-financial guidance only, 7% Do not provide any guidance, 6% Provide financial guidance only, 28% Provide both forms of guidance, 57% Source: NIRI Guidance Practices Survey N=416. Compiled by NIRI, September, Only six percent of respondents do not provide any form of guidance, slightly down from eight percent in For the six percent of respondents who do not provide any form of guidance, the most common reason reported is management philosophy (59%). This was followed by focus on long-term performance (41%), senior management/board request (23%), increased volatility/economic uncertainty (14%), competitor/peer discontinuation of guidance, and low earnings visibility (each 9%, respectively) (Figure 3). Sixty-eight percent of companies who do not provide any form of guidance have never provided it. The majority (72%) stopped providing guidance less than two years ago, and another 14% stopped more than four years ago. Of those that stopped providing guidance and have analyst coverage, 40% report the estimate spread has widened, while another 40% report no change in analyst estimates since discontinuation of guidance. The remainder states it is too soon to tell how the spread will be affected. Sixty-five percent of companies that currently do not provide any guidance are not considering providing guidance in the future. National Investor Relations Institute Guidance Practices

7 Figure 3: Reasons Company Does Not Provide Any Form of Guidance National Investor Relations Institute Guidance Practices

8 Figure 4: Some Form of Guidance Provided by Analyst Coverage Among respondents, companies with greater analyst coverage are more likely to provide some form of forward-looking guidance, whether it is financial, non-financial, or both (Figure 4). Forty-five percent of companies not covered by sell-side analysts do not provide guidance in any form, while 95% of companies with five or more sell-side analysts do provide guidance. Financial Guidance Summary Among respondents choosing to guide, the majority provide financial guidance in almost all its aspects in the form of a range (between 4% and 62% of respondents) (Table 1). Most respondents report not providing financial guidance for combined ratio (90%), or company working capital (80%). Sixty-two percent of respondents do not provide guidance on depreciation, and 58% do not provide it for gross margin, EBITDA or EBIT, and segment data, respectively (Table 1). Note that row percentages may not sum to 100% due to rounding. National Investor Relations Institute Guidance Practices

9 Table 1: Financial Guidance and Method Provided Financial guidance and method provided (%) for all respondents Fixed estimate Range % of financial measure Earnings model Directional information Other method Guidance not provided Working Capital 2 6 < Revenue or Sales Gross Margin < SG&A or G&A < Depreciation 8 20 < Operating Expenses/Margins EBITDA or EBIT < Tax Rate Earnings/EPS < Capital Expenditures Cash Flow/Free Cash Flow <1 5 < < Segment Data < Combined Ratio Source: NIRI Guidance Practices Survey Compiled by NIRI, September, Concerning periodicity of estimates, the majority choose to provide guidance that extends across an annual time span (85%) (Figure 5). These findings remain unchanged since Answers provided in the other category were varied. The majority of those who do guide communicate financial estimates on a quarterly basis (85%) (Figure 6). National Investor Relations Institute Guidance Practices

10 Figure 5: Periodicity-Over What Time Horizons do the Guidance Estimates Extend National Investor Relations Institute Guidance Practices

11 Figure 6: Frequency-How Frequently do you Communicate Financial Guidance IROs utilize multiple channels to distribute their financial earnings guidance. The largest group of respondents report they disseminate financial guidance through their company quarterly conference call/webcast (87%), through a press release issued via paid distribution service (81%), use of investor presentations (50%), use of the company website (48%), and/or fully accessible conference calls/webcasts (38%) (Figure 7). Thirty-three percent of the population uses an 8-K, 27% a 10-Q or 10-K, and 11% their annual report (Figure 7). Data for 2014 remains similar to those first recorded in 2010, and again in Respondents continue to report greater utilization of dissemination avenues like company websites, Forms 8-K, 10-Q or 10-K, and the annual report. National Investor Relations Institute Guidance Practices

12 Figure 7: Current Financial Guidance Dissemination Practices The percentage of those reporting they would update financial guidance during the quarter or year if there were a material change has increased over the last six years (Figure 17), after steadily declining between 2005 and In 2014, 70% of respondents stated they would update if there were a negative or positive change, seven percent if there were a negative material change only, and six would not update under any circumstance. Sixteen percent were unsure if they would update financial guidance. National Investor Relations Institute Guidance Practices

13 Figure 8: Frequency of and Reasons for Pre-Announcing/Pre-Releasing Earnings Guidance Estimates Beat earnings 30% No 57% Yes 43% Missed earnings 70% Other reason 30% Note: Data totals to greater than 100% because participants were permitted to select multiple responses for reasons earnings guidance was pre-announced. Source: NIRI Guidance Practices Survey N=334. Compiled by NIRI, September, A new question item inquired about the practice of pre-announcing/pre-releasing earnings guidance estimates. Fifty-seven percent of respondents stated they have never pre-released/pre-announced (Figure 8). Of those that have pre-released, 70% did so because earnings estimate was missed, 30% because the company beat the estimate, and 33% for an other reason (Figure 8). The most common other response varied, but can be aggregated as: A major, rare corporate occurrence or event (e.g. acquisition, secondary offering, bond deal, etc.). For those that have never pre-released earnings, management philosophy was the most common reason (57%), followed by company never having missed earnings estimate (12%), and competitors/peers do not pre-release (9%). The most common other response can be aggregated as: Not necessary to do so. National Investor Relations Institute Guidance Practices

14 Figure 9: Reasons Financial and Non-financial Guidance is Provided Reasons for providing financial guidance were varied (Figure 9). Ensuring sell-side consensus and reasonable market expectations was the most common response (88%), followed by a desire to increase transparency (81%), facilitation of Regulation FD compliance (52%), the company has better visibility than non-insiders (48%), peers provide financial guidance (47%), attempts to limit stock volatility (41%), investor or sellside request (each 27%), general policy (21%), and competitive industry conditions (13%). Increasing transparency (81%), ensuring sell-side consensus and reasonable market expectations (63%), reporting a more accurate picture of the company compared to outsiders (57%), facilitating Reg FD compliance (37%), investor and/or sell-side request (each 30%), and attempting to limit stock volatility (27%) are the top reasons for reporting non-financial guidance (Figure 9). Those reporting their companies are considering a suspension or discontinuation of financial guidance remained stable from its 2012 low of three percent (Figure 16). The National Investor Relations Institute Guidance Practices

15 percentage of companies considering suspension or discontinuation has continued to decline from a peak of 12% seen in 2009, during the height of the recession. A desire to focus on long-term company performance is the most cited reason for considering suspension/discontinuation of financial guidance (45%). Followed by change in management philosophy (27%), low earnings visibility (27%), senior management/board request, and increased volatility/economic uncertainty (each 18%). The most common response for the other category was: Company volatility. The percentage of those reporting they reiterate financial guidance has experienced ups and downs over the last seven years (Figure 18). In 2014, 70% of respondents stated they would reiterate financial guidance, the highest percentage recorded since Non-financial Guidance Summary Table 2: Non-financial Guidance Provided Sixty-five percent of respondents report issuing non-financial guidance. This is the highest percentage recorded since 2007 (75%), and after six years of reported declines in the percentage of companies providing non-financial guidance (2008 (57%); 2009 (55%); 2010 (48%); 2012 (46%)). The most common forms of non-financial guidance provided are qualitative statements about market conditions (74%), followed by trend information that may impact company business (67%), and industry-specific information (53%). Market growth (47%), non-financial metrics or key performance indicators (KPIs) (42%), qualitative statements National Investor Relations Institute Guidance Practices

16 on high-level performance measures (40%), and estimates or forecasts of factors that may drive earnings (40%) are other commonly provided measures (Table 2). The desire to facilitate Reg FD compliance as a reason for providing non-financial guidance continues to gain importance, with only 9% choosing the option in 2010, compared to 20% in 2012 and 37% in Ensuring sell-side consensus as a reason non-financial also increased, from 26% in 2010 to 63% in Figure 10: Periodicity-Over What Time Horizons do the Non-financial Guidance Estimates Extend Similarly to financial guidance, those who provide non-financial guidance most commonly provide annual time periods for their estimates (70%) (Figure 10). The majority of those who do guide communicate non-financial estimates on a quarterly basis (76%) (Figure 11). The most frequent other category response was: As needed basis. National Investor Relations Institute Guidance Practices

17 Figure 11: Frequency-How Frequently do you Communicate Non-financial Guidance Changes to Guidance Practices Summary Table 3: Changes to Guidance Practices being Considered by Company In contrast to results from the last four years, 2014 respondents who are considering changes to their guidance practices report favoring equally either using less or more National Investor Relations Institute Guidance Practices

18 measures to guide (Table 3). Prior to 2014, those who were considering changes to their guidance policy favored greater frequency of communication/updating guidance, more measures, extending the timeframe (e.g. from quarterly to annually), and expanding the range of the guidance estimates. In Table 3, row percentages may sum to over 100% due to rounding. Differences in Guidance by Market Cap Size Figure 12: Any Guidance Provided by Market Cap Guidance provided, in any form, varies by company market cap (Figure 12). Eighteen percent of micro-cap respondents do not issue any guidance (financial or nonfinancial); while over 90% of mega-caps do issue guidance in one form, or both forms. National Investor Relations Institute Guidance Practices

19 Type of guidance provided (financial or non-financial) also varies by market cap (Figure 13). Sixty-four percent of micro-cap respondents issue financial guidance and 59% issue nonfinancial guidance, compared to 86% and 60% of mega-caps, respectively (Figure 13). Figure 13: Type of Guidance Provided by Market Cap As market cap increases, so does the likelihood of issuing annual financial guidance compared to quarterly guidance (Figure 14). While 90% of micro-cap respondents issue financial guidance on a quarterly basis, 81% of mega-caps do. (Figure 14). National Investor Relations Institute Guidance Practices

20 Figure 14: Frequency of Financial Guidance Provided by Market Cap Table 4: Micro and Small-cap Financial Guidance, and Method Provided Micro and Small-cap financial guidance and method provided (%) Fixed estimate Range % of financial measure Earnings model Directional information Other method Guidance not provided Working Capital Revenue or Sales Gross Margin SG&A or G&A < Depreciation Operating Expenses/Margins EBITDA or EBIT < Tax Rate Earnings/EPS Capital Expenditures Cash Flow/Free Cash Flow Segment Data Combined Ratio Source: NIRI Guidance Practices Survey Compiled by NIRI, September, National Investor Relations Institute Guidance Practices

21 Table 5: Mid, Large and Mega-cap Finance Guidance, and Method Provided Mid, Large, and Mega-cap financial guidance and method provided (%) Fixed estimate Range % of financial measure Earnings model Directional information Other method Guidance not provided Working Capital Revenue or Sales <1 23 Gross Margin SG&A or G&A Depreciation Operating Expenses/Margins EBITDA or EBIT Tax Rate <1 17 Earnings/EPS < Capital Expenditures Cash Flow/Free Cash Flow Segment Data < Combined Ratio Source: NIRI Guidance Practices Survey Compiled by NIRI, September, On guidance practice, some differences can be seen when results are compared by company market cap size (Tables 4 and 5). In Tables 4 and 5, row percentages may not sum to 100% due to rounding. National Investor Relations Institute Guidance Practices

22 Figure 15: Non-financial Guidance Provided by Market Cap Respondents from mid, large or mega-cap companies are 14% more likely to report providing non-financial guidance than those from micro and small-cap companies. As seen in Figure 15, 59% of micro and small-cap respondents provide non-financial guidance, while 67% of mid, large and mega-caps do. Since NIRI s 2012 Guidance study, all cap sizes have reported increasing their non-financial guidance (previously 46% for micro and small-caps, and 57% for mid, large and mega-caps). National Investor Relations Institute Guidance Practices

23 Table 6: Non-financial Guidance Provided by Market Cap When reviewed by specific type of non-financial guidance, significant differences can be seen by market cap. Respondents from larger market cap companies are significantly more likely to report providing non-financial guidance through qualitative statements about market conditions, trend information that may impact company business, estimates/forecasts of factors that drive earnings, qualitative statements on high-level performance measures, and non-financial metrics (KPIs). No significant differences by market cap size were found in the likelihood of providing guidance concerning industry-specific information, market growth, environmental, social or governmental factors, or other types of non-financials. National Investor Relations Institute Guidance Practices

24 Guidance Trend Analysis Figure 16: Company is Considering Suspension or Discontinuation of Financial Guidance by Year As the economic downturn wanes, a downward trend emerges in those considering suspending or discontinuing financial guidance. Those reporting their companies are considering a suspension or discontinuation of financial guidance remained stable at three percent from 2012 to 2014 (Figure 16). National Investor Relations Institute Guidance Practices

25 Figure 17: Company Would Update Financial Guidance if Material Change by Year The percentage of those reporting they would update financial guidance during the quarter or year if there were a material change has increased over the last six years (Figure 17), after declining between 2005 and In 2014, 94% of respondents said they would update their financial guidance for any type of material change (positive, negative, or either). The percent reporting they reiterate their guidance has been on an upward climb since a low of 54% in 2009 (Figure 18). In 2014, 70% of respondents stated they reiterate their guidance, the highest percentage since National Investor Relations Institute Guidance Practices

26 Figure 18: Company Reiterates Guidance by Year Qualitative Findings Representative open-ended responses taken verbatim from the research. We provide annual guidance with our 4Q results early in the year. Each quarter we will reaffirm the guidance or change it if our current expectations are materially different than existing guidance. Small-cap, Professional, Scientific and Technical Services, analysts. We also give an Annual Framework, though technically not guidance, where we give possible Sales growth scenarios and a range for expected Operating Margin. Mid-cap, Manufacturing, 5-9 analysts. We also collect consensus estimates for the quarterly by business segment and then republish the result back to our sell-side coverage. Most of our coverage is European based and only a few report estimates into First Call. Mega-cap, Mining, Quarrying, Oil and Gas Extraction, 20+ analysts. In our early years as an independent company (we were spun off from our former parent in 2002), we provided quarterly earnings guidance, in part because we had few peers with a National Investor Relations Institute Guidance Practices

27 similar business model, and we felt providing guidance helped to attract sell-side coverage. A few years later, we switched to providing annual earnings guidance because, frankly, we weren't very good at quarterly predictions, and we frequently had to update our guidance midquarter. During the recession, it became even more difficult to predict earnings and we stopped providing any guidance except for capex, which we found to be much more within our control. Even as the economy has recovered, our management team has chosen to not resume earnings guidance. Today, at $12B in revenues and growing, we have plenty of coverage by sell-side analysts who know us well and don't need the 'crutch' of company-provided guidance. Largecap, Retail Trade, analysts. I am still waiting for the day when the quarterly mean or consensus won't be the measuring stick for every company. Because it is the benchmark, companies almost have to give guidance in order to reduce volatility. Small cap stocks with few analysts that don't give guidance are particularly vulnerable to tremendous amount of volatility. Small-cap, Manufacturing, 1-4 analysts. Financial guidance provides the broadest protection related to regulation FD. I believe it reduces the risk associated with 1x1 meetings and perception of tone/body language. As a practical matter, the sell-side will develop quarterly estimates whether or not we provide guidance. I believe we are more transparent, better served and better protected when we provide guidance. Mid-cap, Manufacturing, analysts. Companies should only provide guidance if they have good visibility into their business drivers and can therefore give a meaningful and reasonably reliable outlook. If guidance is more of a best guess or goal, that will not serve the company or the financial community well over the long term. Small-cap, Utilities, 5-9 analysts. Be consistent with Non-financial guidance; ensure that you proactively identify and evaluate the best metrics to help the market understand the business. Mid-cap, Health Care and Social Assistance, analysts. About the National Investor Relations Institute Founded in 1969, the National Investor Relations Institute (NIRI) is the professional association of corporate officers and investor relations consultants responsible for communication among corporate management, shareholders, securities analysts and other financial community constituents. The largest professional investor relations association in the world, NIRI s more than 3,300 members represent over 1,600 publicly held companies and $9 trillion in stock market capitalization. National Investor Relations Institute Guidance Practices

28 All contents 2014 National Investor Relations Institute. All rights are reserved and content may not be reproduced, downloaded, disseminated, or transferred, in any form or by any means, except with the prior written agreement of NIRI. Appendix A: 2014 Survey Methodology All NIRI corporate members were invited to participate in this electronic survey through direct invitations from July 29 to August 24, The survey inquired about both financial and Non-financial guidance, types of guidance provided, periodicity and frequency of guidance, as well as guidance dissemination practices. The survey also collected company demographic information. A total of 418 individuals completed the survey, yielding a response rate of 18%. A sample of this size has a margin of error of plus or minus 4.3% at a 95% confidence level. This means that if the survey were repeated 100 times with different samples from the population of IROs, 95 out of 100 samples would yield a result within plus or minus 4.3% of each statistic reported in this study. For example, if an answer is offered by 50% of respondents, the results would range between a high of 54% and a low of 46% for 95 out of 100 other samples from the same population. In charts and tables, numbers may not total 100% due to rounding. Survey Disclosure Survey sponsor NIRI Survey data collection supplier NIRI Research Population represented NIRI corporate members Sample size 2,337 Mode of data collection Online/Electronic Type of sample Census Data collection dates July 29, 2014 to August 24, 2014 Margin of sampling error (total sample) 4.3% Margin of sampling error (key sub-groups) N/A Data weighted Yes Contact for more information Ariel Finno, Director-Research National Investor Relations Institute (703) , research@niri.org National Investor Relations Institute Guidance Practices

29 Appendix B: 2014 Survey Demographics National Investor Relations Institute Guidance Practices

30 National Investor Relations Institute Guidance Practices