Non-GAAP Guidance Updated by Corp Fin Staff

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.