Q&A for Investors and Analysts
Praxair's policy is to maintain an active and open dialogue with analysts, shareholders and potential investors subject to the constraints of the SEC's fair disclosure rules prohibiting selective disclosure of material information ("Regulation FD").
The following questions and answers describe Praxair's approach to certain key elements of its investor communication program. It is provided for your reference as a "roadmap" of our investor communication and is intended to clarify our practices and establish clear expectations.
General Communications Methods -
What means does Praxair use to disseminate material developments or other information of interest to investors?
Important news about the company is publicly announced by means of a broadly disseminated press release (using, for example, Business Wire), a publicly accessible teleconference/webcast for which advance notice has been given, posting on the company's public website, an SEC filing (such as a Current Report on Form 8-K, Quarterly Report on Form 10-Q, Annual Report on Form 10-K), or a combination of any of the foregoing.
See elsewhere in this Q&A commentary about how Praxair expects to disseminate specific types of information.
Is there any means by which I can receive direct notice that the company has issued or posted important information?
Yes. Praxair's Investor Relations Department maintains for investor convenience an e-mail distribution list. Participants will get e-mail alerts concerning various matters of interest including but not limited to selected press releases (upon release to the public) including public notice of quarterly earnings conference calls/webcasts.
In no event, however, will any such information be delivered to the e-mail distribution list prior to its release to the public. Interested persons may sign-up for inclusion in the e-mail list by contacting the Investor Relations department.
Earnings Releases & Quarterly Earnings Conference Calls -
What are Praxair's earnings release practices?
Quarterly earnings results are publicly released by means of a press release broadly disseminated through wire services. Release generally occurs before market open on a trading day 25-30 days after quarter close. A Form 8-K is filed with the SEC promptly after such release. For investor convenience and planning purposes, we will post on our website a tentative schedule of earnings release dates but will make no separate announcement regarding the posting of, or any change to, that schedule. We will confirm by press announcement the final date of release of that quarter's earnings and the associated conference call.
Does Praxair host quarterly investor conference calls and open them to the public?
Yes. These are generally held the morning of the public release of the company's quarterly earnings. Our calls are open to the public and to the media in listen-only mode. Also audio playback and presentation materials will generally be available after the conference call on our Investor Presentations page.
How will investors and the public be notified about the call details?
We issue a press release, as well as post the information in our News section.
Does Praxair webcast these conference calls?
Does Praxair provide teleconference/webcast presentation materials prior to the quarterly conference call?
Yes. Conference call/webcast presentation materials will be posted on our Investor Presentations page when quarterly earnings are released. Earnings releases will highlight the availability of the presentation materials on Praxair's web site.
How can the media best participate in these conference calls?
Media representatives are welcome to participate in listen-only mode on Praxair conference calls. Follow-up questions may be directed to the Praxair Corporate Communications department.
Financial Outlook & Guidance -
- Does Praxair provide earnings guidance?
Praxair currently provides a financial outlook for the current quarter and future periods as appropriate. Generally, such guidance is provided quarterly at the time results for the previous quarter are released. This information is made available by a broadly disseminated press release, teleconference/webcast commentary, teleconference/webcast presentation materials, and web site posting and filing a Form 8-K with the SEC. Praxair may discontinue providing such guidance at any time without notice.
- Does Praxair comment on analysts' earnings models or whether analyst estimates are "reasonable?"
No. We do not selectively comment on, or endorse, any particular external earnings model or estimate.
- Does Praxair update, reaffirm or otherwise comment on its financial outlook?
Generally, our published financial outlook is our good faith estimate as of the date it is issued and we do not undertake to subsequently update, reaffirm, provide "comfort", or otherwise comment on it either mid-quarter or at any other time prior to earnings release. Continued reliance on such outlook after the date it is made is at investors' own risk. Investors should not assume that any lack of update to a previously issued financial outlook constitutes a current reaffirmation of that outlook. Investors may draw their own conclusions as to how changing macroeconomic, currency or other factors may affect performance going forward. If Praxair decides to make an exception to this policy, any such update or reaffirmation will be made only by means of a broadly disseminated press release plus a Form 8-K filing with the SEC.
Quiet Period, Rumors -
Does Praxair use a "quiet period" prior to earnings release?
We do not have a formal "quiet period." We comply with Regulation FD and other applicable laws and disclosure rules at all times.
Does Praxair comment on rumors or speculation about the company or unusual market activity in the company's stock?
No. We have a policy against confirming or denying market rumors, and we generally make no effort to correct rumors or speculation in postings on internet chat rooms or in security analyst reports. Exceptions to this policy may occur in the interest of maintaining an orderly market for Praxair's securities. Any such response will be by means of a broadly disseminated press release and, possibly, a Form 8-K filing with the SEC.
Participation in Investor Conferences & Meetings -
Does Praxair participate in investor conferences sponsored by securities firms?
Yes. We welcome the opportunity to communicate to investors at these conferences.
Is Praxair's participation contingent on the conference being open to the public?
We prefer to participate in conferences that are webcast with general public access. If we do participate in a conference for which there is no public access, and if we discover that any material information was inadvertently disclosed, we will promptly disseminate that information broadly to the public.
Does Praxair participate in one-on-one or other small group meetings with analysts or institutional investors?
Yes. Any one-on-one or small group meetings will be organized in such a way as to minimize the risk of disclosure of material non-public information and, if we discover that any material non-public information was inadvertently disclosed, we will promptly disseminate that information broadly to the public.
Do investors not attending these conferences or meetings have access to the presentation materials?
For events that will be webcast, we generally issue a press release prior to the upcoming event, and either before or promptly after such event, we generally post the event presentation materials on our Investor Presentations page. If a presentation is to be made at an event which is not webcast or is otherwise not available to the public, presentations will be posted in advance to the extent we believe they contain material information that has not been previously disclosed to the public. Copies of presentations that have been posted to our website will be generally archived on the website for investors' convenience for a reasonable period of time, but investors are cautioned that the information included in such presentations is accurate only as of its date and that posting for archive purposes does not imply the company's continued endorsement of that information.
Disclosure of Non-Public Material Information -
Who is authorized to speak to the investment community on behalf of the company?
Only the following people are authorized to speak on behalf of the company. Any information obtained from other sources is given in violation of company policy, is not given on behalf of Praxair, and should be considered unreliable.
- Chief Executive Officer
- Chief Operating Officer
- Chief Financial Officer
- Vice President, Communications & Public Relations
- Director, Investor Relations
In addition, other senior officers or others in the Investor Relations Department of the company may from time to time be authorized by any of the foregoing persons to participate in investor relations functions. Members of Investor Relations and Communications Department staff may, with the authorization of the Director, Investor Relations, interact with the investment community on routine matters but they are not authorized to discuss material information that has not been previously disclosed publicly.
If one of the above listed authorized persons discloses material non-public information, how will Praxair insure that this information is promptly disseminated to all investors?
In order to comply with Regulation FD, we endeavor to disclose material non-public information broadly, including by way of a broadly disseminated press release and/or Form 8-K filing, and in connection with a properly noticed webcast of an event. However, if inadvertent disclosures of material non-public information occur, particularly in a forum without properly noticed public access, we will endeavor to broadly disseminate such information within 24 hours (or on or prior to commencement of next trading day) by way of press release and Form 8-K.
Should investors assume all press releases or Forms 8-K contain material information?
No. Praxair press releases and Forms 8-K highlight many subjects, including customer awards, new investments, management changes, significant pricing actions, etc., many of which are not material under the U.S. securities laws.
Assistance on Analyst & Investor Reports & Models -
Does Praxair provide comments on analyst or investor written reports upon request?
The Director, Investor Relations may, from time to time, agree to provide comments on such reports but any comments offered will be strictly limited to only:
- Correcting historical or current factual information
- Providing information that is already in the public domain
- Providing information that the company believes is immaterial