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8140 General Application of Regulation G and S-K 10(e) to Foreign Private Issuers
us SEC - Financial Reporting Manual
Regulation G
| S-K 10(e)
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Foreign Private Issuers
| FPIs are exempt from Regulation G if three conditions are met:
Regulation G will not apply to disclosures made by or on behalf of the FPI notwithstanding the existence of one or more of the following circumstances:
| FPIs are subject to S-K 10(e) requirements with respect to use of non-GAAP measures in filings on Form 20-F or 1933 Act registration statements. However, a non-GAAP measure that would otherwise be prohibited under S-K 10 (e)(1)(ii) will be permitted in a filing if the measure is:
The exemption from the prohibitions under S-K 10(e)(1)(ii) does not cover situations where the measure is merely not prohibited by the foreign standard setter; it only applies where the standard-setter affirmatively acts to require or permit the measure. Note that these measures are still subject to the remaining requirements of S-K 10(e). (Non-GAAP C&DI Question 106.01).
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NOTE: With respect to foreign private issuers whose primary financial statements are prepared in accordance with IFRS or a home-country GAAP, references to "GAAP" in the definition of a non-GAAP financial measure refer to the principles under which those primary financial statements are prepared. However, if a foreign private issuer calculates a non-GAAP measure derived from or based on a measure calculated in accordance with U.S. GAAP, then for purposes of the application of the non-GAAP rules, GAAP for that measure would be defined as U.S. GAAP.
The reference to "generally accepted accounting principles in the United States" in the FPI exemption from Regulation G refers to U.S. GAAP regardless of the accounting principles used in the primary financial statements. (Last updated: 12/31/2011)
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