Corporate Disclosure Policy 108.0
1.1. Scope – Documents
These guidelines cover disclosures in written statements distributed outside the company, news and earnings releases, letters to shareholders, speeches by top management and information contained in the company's Internet web site.
1.2. Scope – Oral Statements
These guidelines cover oral statements made in a group and individual meetings and phone calls with analysts and investors and interviews with the media.
The Chief Executive Officer, Chief Financial Officer, Investor Relations Manager and General Counsel will be responsible for implementing the disclosure policy.
3.2. Authorized Spokespersons
The Chief Executive Officer, Chief Financial Officer, Investor Relations Manager and Public Relations Manager are designated as Trimble's primary spokespersons. Others within the company or its operating units may be designated by the CEO or the spokespersons named above to speak on behalf of the company or respond to specific inquiries from the investment community or the media. One of the spokespersons must be present for any interview, conference call, or investor meeting.
Employees who are not authorized spokespersons are instructed to refer all calls from the financial community, shareholders and media to the Investor Relations or Public Relations departments.
A copy of the company's disclosure policy will be distributed to every employee to avoid misstatements and eliminate leaks of non-public information.
3.5. Responsibility, Prohibited Communications and Consequences
3.5.1. Every public company has the responsibility to its shareholders and the financial community to update material information on a regular basis. This is a Securities and Exchange Commission requirement. Trimble accomplishes this through the Annual Report, quarterly reports, financial and product press releases, analyst conference calls and press interviews.
3.5.2. To avoid selective disclosure, the company's employees are prohibited from participating in Internet chat room discussions that discuss Trimble and related businesses. In addition one-on-one discussions with analysts are prohibited without an authorized spokesperson present.
3.5.3. As stated by the Securities and Exchange Commission, the penalty for disclosing information on a limited or selective basis is stringent and will apply to both the individual and the Company in question.
3.5.4. Compliance with this policy is mandatory and violations will be taken very seriously. Failure to comply may result in fines, penalties and/or criminal proceedings by governmental authorities and/or disciplinary action, which may include termination of employment. Adherence to this policy does not relieve an individual from complying with any stricter laws.
4.1.1. A news release will be issued on new material developments unless the Chief Executive Officer or Chief Financial Officer determine that such developments must remain confidential, instituting appropriate control of that inside information.
4.1.2. A forward-looking statement made in the company's news release will be identified as such and accompanied by meaningful cautionary language that warns the reader that there is a risk the statement could change materially.
4.1.3. Should a material oral statement, intentional or inadvertent, be made in a selective forum (e.g., an analyst meeting or phone call with an analyst or investor), Trimble will immediately issue a news release to publicly disclose that information.
4.1.4. Under normal circumstances, a news release containing new material information will be reviewed and approved by the Chief Executive Officer, the Chief Financial Officer, General Counsel and the Investor Relations Manager and retained as part of the company's record of disclosures.
4.1.5. In case of an inadvertent disclosure of new material information in a selective forum, the need for immediate release would require that normal review and approval processes be expedited.
4.2. Response to Market Rumors
4.2.1. As 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, saying, "It is our policy not to comment on market rumors or speculation."
4.2.2. Should NASDAQ request the company make a definitive statement in response to a market rumor that is causing significant volatility in the stock, the Chief Executive Officer, the Chief Financial Officer, and the Investor Relations Manager will consider the matter and make a recommendation about whether or not to make a policy exception and, if so, what the response should be.
4.2.3. Trimble's policy regarding commenting on potential acquisitions or being acquired is to respond consistently by saying either "While we consider looking at companies for acquisition from time to time, it is our policy not to comment on potential acquisitions."
4.3. Projections Identified as Forward-looking
4.3.1. Trimble may provide earnings projections. It may provide quarterly, as well as annual guidance, to analysts in their efforts to develop earnings estimates. Where making forward-looking statements, the Company will use the Safe Harbor as prescribed in the Private Securities Reform Act of 1995.
4.3.2. A forward-looking statement made in the company's written documents will be identified as such and accompanied by meaningful cautionary language that warns investors there is a risk the statement could change materially.
4.3.3. In the case of oral forward-looking statements, the statement will be identified by using language such as "expects, believes, anticipates, intends, estimates and plans" or variations of these words.
4.3.4. If the cautionary language is not included in a previously released, readily available written document, it will immediately accompany the statement. Otherwise the spokesperson can refer to a readily available written document (news release, the MD&A in a Form 10-K or 10-Q) for the cautionary language.
4.4. Guidance on Earnings Estimates and Review of Analysts' Drafts
4.4.1. When analysts inquire about earnings estimates, Trimble will acknowledge only the current range of analysts' estimates which are historical.
4.4.2. The Chief Executive Officer, the Chief Financial Officer and Investor Relations will review, upon request, analysts' models or reports. However, they will comment only on historical, factual information contained in the report or model and will not comment on analysts' conclusions or soft information. Should analysts send copies of their reports or models for review, Investor Relations or the Chief Financial Officer will review the report with the analyst orally under the above guidelines and will not provide any written comments.
4.4.3. Should the company determine during the course of a quarter that earnings will probably fall below previous guidance, the Chief Financial Officer will determine the need and timing of a news release acknowledging that possibility, giving the reasons why to the best of their knowledge and, if possible, what is being done about the situation. The Company will impose a "Quiet Period" relative to quarterly guidance, beginning two weeks before the end of the quarter and lasting through the earnings call. During this time, spokespersons will say the following when asked about guidance for the current quarter "Two weeks prior to the end of the quarter, we begin a quiet period where we do not discuss guidance for the current quarter."
4.4.4. Only after the news release has been issued will the company hold any discussions with analysts on this matter.
4.4.5. Trimble regards analyst reports as proprietary information belonging to the analyst's firm and will not provide such reports on the Internet web site or through any other means to persons outside of Trimble, without the analyst's permission.
4.4.6. All analyst reports on the company and industry reports available will be provided periodically to the Board of Directors and to the executive council of the company.
4.5. Analyst Meetings and Conference Calls
4.5.1. Trimble will meet with analysts and portfolio managers on an individual or small group basis as needed and will initiate contacts or respond to analyst and investor calls in a timely manner.
4.5.2. Trimble will conduct interactive conference calls with analysts and investors on a quarterly basis, usually within 24 hours after the quarterly earnings news release has been issued. The conference call will be open to all professional investors, publicized in a press release and audio streamed from the Trimble web site. A simultaneous real-time audio stream may be publicized, as available, on the Trimble web site for the general public.
4.5.3. At the beginning of the call, the company spokesperson introducing the call will make a statement that forward-looking information may be discussed during the course of the call. These statements will be identified as such with words such as "we expect," "we believe," "we predict," etc., and will be followed by appropriate cautionary language or reference to cautionary statements contained in readily available (publicly released) documents.
4.5.4. Any excerpts from the conference call placed on the Trimble Internet website containing forward-looking statements will have cautionary language as part of the transcribed statement.
4.6. Meetings with Analysts and Investors A representative of the Investor Relations Department will be present when the CEO, CFO or any executive officer meets with analysts in one-on-one or group meetings wherever possible. Company spokespersons will be briefed before such meetings or before they conduct conference calls with analysts and investors. The briefing will review the disclosure record and prior meetings with the analyst/investor in order to maintain a consistent message as well as guard against inadvertent disclosure of those material matters that have not been publicly released.
4.7. Corporate Web Site Corporate marketing materials on the Trimble Internet web site, including links to other sites, should be reviewed by the Investor Relations Department and corporate counsel periodically to ensure that forward-looking statements (e.g., anticipated dates for new product releases, etc.) are updated should they change materially.