Non-GAAP Guidance Updated by Corp Fin Staff

November 10, 2017

Staff members of the Securities and Exchange Commission’s Division of Corporation Finance (“Corp Fin”) have revised the Compliance and Disclosure Interpretation, Non-GAAP Financial Measures. The update includes guidance concerning business combination transactions and adds the following two questions:

  • Are financial measures included in forecasts provided to a financial advisor and used in connection with a business combination transaction non-GAAP financial measures?
  • Does the exemption from Regulation G and Item 10(e) of Regulation S-K for non-GAAP financial measures disclosed in communications relating to a business combination transaction extend to the same non-GAAP financial measures disclosed in registration statements, proxy statements and tender offer statements?

The Compliance and Disclosure Interpretation offers Corp Fin’s interpretations of the rules regarding the use of non-GAAP financial measures.