EGC Corporate Governance Practices (May 2018)

A Survey and Related Resources PAGE C-2 For non-U.S. companies, one of the following: • Earnings Test: Adjusted pre-tax earnings from continuing operations must total $100 million for the last three fiscal years (two years if company is an EGC), including a minimum of $25 million in each of the two most recent fiscal years; or • Valuation/Revenue with Cash Flow Test: (1) $500 million in global market capitalization; (2) $100 million in revenues during the most recent 12-month period; and (3) $100 million aggregate adjusted cash flows for the last three fiscal years with at least $25 million in each of the two most recent fiscal years; or • Pure Valuation/Revenue Test: (1) $750 million in global market capitalization; and (2) $75 million in revenues during most recent fiscal year; or • Affiliated Company Test: (1) $500 million in global market capitalization; (2) parent or affiliated company is a listed company in good standing; (3) parent or affiliated company retains control of, or is under common control with, the entity; and (4) operating history of 12 months. • Total Assets/Total Revenue Standard: Total assets + total revenue of $75 million each for the most recently completed fiscal year or two of the three most recently completed fiscal years.