1.3 Where Is Non-GAAP Information Generally Presented?
Registrants often provide non-GAAP financial information in an
earnings press release in a Form 8-K. In these cases, the information is generally
considered furnished, but a registrant may also elect to file such information.
Non-GAAP measures may also be released orally, telephonically, by webcast or
broadcast, or by similar means, including earnings calls or investor presentations.
Further, non-GAAP disclosures may be included on a registrant’s Web site or other
electronic medium.
Non-GAAP measures may also be included in a periodic filing (e.g.,
Form 10-K, 10-Q, or 20-F), registration statement (e.g., Form S-1, S-4, F-1, or 10),
proxy statement, or other SEC filing. The sections of a filing in which a registrant
would generally include such information are the business and MD&A sections.
However, a registrant should not include such information in the financial
statements or notes thereto.9
See Chapter 3
for information about required disclosures for non-GAAP measures.
Footnotes
9
See Regulation S-K, Item 10(e)(1)(ii)(C), which states that
non-GAAP measures should not be presented “on the face of the registrant’s
financial statements prepared in accordance with GAAP or in the accompanying
notes.” See also Section
4.1 for a list of prohibitions.