Non-GAAP Measures: The Basics

Our guests – Arnall Golden Gregory’s Joe Alley and Bass Berry & Sims’ Jay Knight – parse the basics of what are permissible – and impermissible practices for when companies use non-GAAP financial measures in the eyes of the SEC, including:

1. What is a “non-GAAP measure”?
2. How important are non-GAAP measures to investors?
3. Where do you most often see non-GAAP measures? Earnings releases, proxies, offering documents?
4. Why does the SEC have two different set of rules that cover non-GAAP measures?
5. What is Regulation G? How does it differ from the anti-fraud rule?
6. When is Regulation G triggered?
7. What is a “public statement”?
8. How about “acting on behalf of a company”?
9. How does Reg G dovetail with Reg FD?
10. When does Item 10(e) apply?
11. How does Reg G and Item 10(e) work together?
12. What do you need to disclose under Reg G & Item 10(e) for earnings releases and Item 2.02 8-Ks?
13. How about for proxies?
14. What are common areas of comment from the Corp Fin Staff on non-GAAP measures? What are the measures that Corp Fin thinks are ‘per se’ misleading?

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