Genesee & Wyoming Inc. (the "Company") is committed to fair disclosure of information about the Company without advantage to any particular analyst or investor, consistent with the Securities and Exchange Commission's Fair Disclosure Regulation ("Regulation FD").
The Company complies with all periodic reporting and disclosure requirements outlined by the Securities and Exchange Commission, including Regulation FD, and the New York Stock Exchange. It is our practice to disclose material information about the Company publicly, not selectively.
The Company has established the following guidelines to ensure compliance with Regulation FD and to avoid selective disclosure of non-public material information.
I. Disclosure Policy
The Company reserves the right to amend or alter this policy in its discretion from time to time. The Company will keep this policy updated on the Company's website, www.gwrr.com, under the Investors tab.
II. Authorized Representatives of Company
a. Persons authorized to communicate on behalf of the Company to analysts, securities market professionals and major shareholders of the Company are limited to the Chairman and CEO; Vice Chairman; President; CFO; COO; General Counsel; Vice President, Finance and Acquisitions; and Director of Corporate Communications.
b. Other officers or employees of the Company may communicate with analysts and investors as part of the Company's investor relations program, however, in such instances, an authorized representative must also be present. No employee is authorized to communicate business or financial information about the Company that is non-public, material information, except through Company sanctioned, public disclosure.
c. Employees will be notified that, except as specified under (a) and (b) above, they should not communicate on substantive matters with analysts and investors, and refer all questions to the CFO, or in his absence, another authorized representative.
d. Senior corporate officers and senior regional officers are encouraged to make appropriate announcements and to conduct interviews about their operations and significant developments with the media in accordance with the Corporate Communications policies.
e. Appropriate training will be provided to each authorized representative on compliance with this policy and procedures for disclosing non-public information.
III. Quarterly Earnings Release Conference Calls, Updates and Monthly Operating Information
a. We will hold quarterly investor conference calls open to the public and media and provide public notice about the call through a media release, by electronic distribution, and posting on the Company's web site. The public notice will be posted on our web site at least one week before the conference call.
b. A playback of the conference call will be provided on the Company's website, www.gwrr.com, for a period ending 30 days after the conference call. This information will be clearly identified on the Investors page of the web site.
c. We will provide Company guidance relative to its financial outlook. All guidance, and changes to or affirmations of guidance, will be provided through public disclosure, such as media releases and/or conference calls and webcasts open to the public. It is against Company policy to affirm or change guidance other than in a publicly disseminated fashion.
d. We will publicly release monthly carload statistics, but will not comment on our financial outlook beyond the most recent public guidance.
IV. Analyst Models and Reports
We will not comment whether analyst estimates are "reasonable," and instead will refer investors to our publicly disclosed financial guidance. We may review draft analyst reports, but our review will be limited to a review of the accuracy of publicly disclosed facts only.
V. Quiet Period
We will have a quiet period beginning two weeks before the scheduled date of each quarterly earnings call and ending upon commencement of such earnings call. Unless a material event has occurred and the Company has determined that public disclosure is required or prudent, during this period, the Company will not schedule investor meetings and will not comment on the financial outlook for the Company.
VI. Presentations and Meetings
a. We will use the safe harbor guidelines for forward-looking information as part of individual, group, and conference investor communications formats.
b. The Company participates in securities firm-sponsored and other investor conferences. It will be our practice to webcast these presentations or have conference call dial-up access where possible. A press release announcing the time and details of a presentation with webcast or conference call dial-up access will be issued at least two business days in advance with the information necessary to access the audio broadcast. When webcasting or conference call dial-up access is not available, the Company will post the presentation on our website and, to the extent required, issue a press release summarizing the presentation.
c. Authorized representatives will meet with individual investors and groups of investors. Similarly, we will participate in other public forums at which analysts or investors could be present, including industry seminars, trade shows, employee and annual stockholder meetings, and meetings with commercial partners that might be stockholders. We do not intend to disclose any material, non-public information during these meetings. If the authorized representative determines that material, non-public information has been disclosed, appropriate public disclosure will be made promptly, which may include issuing a press release describing the information provided and the context of the disclosure, making the information available on www.gwrr.com, and also filing a Form 8-K providing the same information.
VII. Updates to Financial Outlook
a. If business trends or our internal forecasts suggest that a change in our financial outlook is material and that public disclosure is warranted, we will issue a press release with a revised financial outlook. The information will also be made available at www.gwrr.com. We may, in some circumstances, also file a Form 8-K.
b. We have no plans to formally and publicly reaffirm our financial guidance through a press release or Form 8-K filing, either mid-quarter or at any other time prior to earnings release. An exception would be if we believe that market conditions or other factors may be unreasonably influencing the Company's stock price.
Further information about Regulation FD
All inquiries regarding scheduling of presentations and meetings should be directed to Michael E. Williams, Vice President, Corporate Communications at firstname.lastname@example.org.
All inquiries regarding this policy should be addressed to Allison M. Fergus, General Counsel and Secretary at email@example.com.
Questions or comments about the Company and its financial performance can be directed to Matthew B. Walsh at firstname.lastname@example.org.