Earnings release checklist: Item 2.02, Regulation G and the call

1. Before the release

• Every figure in the release agrees to the current 10-Q / 10-K draft (or the differences are understood and approved)
• Quarter-over-quarter and year-over-year flux explained; talking points trace to the explanations
• Non-GAAP measures: each reconciled to the most directly comparable GAAP measure, with that GAAP measure given equal or greater prominence (Item 10(e) for furnished releases, C&DI 102.10)
• Forward-looking statements identified, with meaningful cautionary language (Securities Act Section 27A, Exchange Act Section 21E)
• Disclosure committee and audit committee (or chair) review completed under your policy
• Release time set and the exchange notified ahead of material news: Nasdaq MarketWatch at least 10 minutes before a release between 7:00 a.m. and 8:00 p.m. ET, or before 6:50 a.m. ET for a release outside those hours (IM-5250-1); NYSE at least 10 minutes before a release in the hours set by Listed Company Manual 202.06(B)

2. The release and Item 2.02

• Form 8-K Item 2.02 furnished within four business days after the release, with the release as Exhibit 99.1
• Item 2.02 information is furnished, not filed, unless you choose to file it – check the cover-page and incorporation-by-reference language
• If the release includes a non-GAAP measure, the Item 2.02 instructions apply the Item 10(e)(1)(i) disclosure requirements to the furnished release

3. The call

• Call announced in advance by a widely disseminated release that explains how to access it
• Call broadly accessible (dial-in or webcast); replay available
• Non-GAAP figures discussed on the call: the GAAP comparison and reconciliation posted on the website and the location given (Regulation G, Rule 100(a))
• Script figures agreed to the release; Q&A guardrails agreed with IR and Legal (Regulation FD)
• Item 2.02(b): oral information on a call held within 48 hours of a furnished release, broadly accessible, with the figures and Regulation G information on the website, need not be furnished separately