Conditions for Use of Non-GAAP Financial Measures; Requirement to Furnish Earnings Releases on Form 8-K
- Topics:
- Regulatory issues
- Tags:
- Earnings,
- Finance,
- Financial Accounting,
- GAAP,
- non-GAAP,
- Regulation G,
- SEC
- Source:
- Orrick, Herrington & Sutcliffe
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Overview: The SEC rules: adopt new Regulation G, governing disclosure or release of material information that includes a non-GAAP financial measure. Regulation G prohibits material misstatements or omissions that would make the presentation of the material non-GAAP financial measure, under the circumstances in which it is made, misleading, and requires a quantitative reconciliation (by schedule or other clearly understandable method) of the differences between the non-GAAP financial measure and the comparable GAAP financial measure; amend Item 10 of Regulations S-K and S-B governing the use of non- GAAP financial measures in filings with the SEC. These amendments apply to the same types of non-GAAP financial measures as Regulation G but contain more detailed requirements; and amend Form 8-K to require subject companies to furnish to the SEC releases or announcements disclosing material non-public information about completed annual or quarter fiscal periods within five business days after public release. To avoid the possibility of triggering multiple Form 8-K filing obligations resulting from the disclosure of additional material non-public information during an earnings conference call/investor webcast, companies should strive to file a Form 8-K concurrently with the earnings release.
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Format: PDF | Size: 76KB | Date: Mar 2003 | Pages: 8
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