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(Last updated: 12/31/2011)
Applicability
Requirements
Prohibitions
Reg G
Applies whenever a registrant required to file reports under Section 13(a) or 15(d) of the Exchange Act (other than a registered investment company), or a person acting on the registrant's behalf, discloses or releases publicly any material information that includes a non-GAAP financial measure. Typically, this information is furnished under Item 2.02 of Form 8-K.
  • A presentation of the most directly comparable GAAP measure; and
  • A reconciliation of the differences between the non-GAAP measure disclosed or released with the most directly comparable GAAP measure. With regard to forward-looking information, a quantitative reconciliation is only required to the extent available without unreasonable efforts. If all of the information necessary is not available without unreasonable efforts, the registrant must identify the information that is unavailable and disclose probable significance.
  • Reg G prohibits any registrant (or person acting on the registrant's behalf) from making public a non-GAAP financial measure that, taken together with any information accompanying it, contains an untrue statement of material fact or omits to state a material fact necessary in order to make the presentation of the non-GAAP financial measure, in light of the circumstances under which it is presented, not misleading.
S-K 10(e)
Applies to a registrant's filings with the SEC
Ex: 10-K, 10-Q, 20-F, S-1, F-1
  • Presentation, with equal or greater prominence, of the most directly comparable GAAP measure;
  • A reconciliation of the differences between the non-GAAP measure and the most directly comparable GAAP measure;
  • A statement disclosing the reasons why management believes the presentation of the non-GAAP measure provides useful information to investors regarding the registrant's financial condition and results of operations; and
  • To the extent material, a statement disclosing the additional purposes, if any, for which management uses the non-GAAP measure.
  • Excluding charges or liabilities that required, or will require, cash settlement, or would have required cash settlement absent an ability to settle in another manner, from non-GAAP liquidity measures. This prohibition does not apply to EBIT and EBITDA used as liquidity measures.
  • Adjusting a non-GAAP performance measure to eliminate or smooth items identified as non-recurring, infrequent, or unusual, when (1) the nature of the charge or gain is reasonably likely to recur within 2 years or (2) there was a similar charge or gain within the prior 2 years.
  • Presenting non-GAAP financial measures on the face of the GAAP financial statements or in the notes.
  • Presenting non-GAAP financial measures on the face of any pro forma information required to be disclosed by Article 11.
  • Using titles or descriptions of non-GAAP measures that are the same or confusingly similar to GAAP titles.
12 Per Instruction 2 to Item 2.02 of Form 8-K, the requirements of S-K 10(e)(1)(i) apply to disclosures (furnished or filed) under Item 2.02 of Form 8-K.

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