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ARTICLE · 20 MAY 2003

Roadmap to the SEC’s New Rules Regarding Earnings Releases

United StatesFinance and Banking

I. Introduction

As of March 28, 2003, U.S. companies that issue an earnings release will have to comply with a myriad of new SEC disclosure requirements. First, companies will be required to furnish on Form 8-K the text of an earnings release or public announcement that discloses material nonpublic information regarding their results of operations or financial condition for a completed annual or quarterly fiscal period. Second, companies will be required to provide additional disclosure regarding any non-GAAP financial measure disclosed in the earnings release or public announcement. The SEC release adopting the new rules is available at http://www.sec.gov/ rules/final/33-8176.htm.1

Companies should establish procedures to ensure that any earnings release for the first quarter of 2003 is furnished to the SEC on Form 8-K within five business days of public dissemination. More importantly, if a company plans on hosting an earnings call (whether a webcast or conference call)

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