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Finance Reporting Manual

Topic 1 - Registrant’s Financial Statements

This topic describes the type and age of financial statements and schedules a registrant (or predecessor of the registrant) must include in registration and proxy statements and periodic reports.

1300 PERIODIC REPORTING REQUIREMENTS (EXCHANGE ACT FILINGS)

(Last updated: 9/30/2008)

1310 Companies Required to Report

1310.2 Exchange Act Registration

Registration and Reporting Requirement
(Last updated: 3/17/2016)

Exchange Act Section 12(g)

Domestic companies are required to register a class of securities under Section 12(g) of the Exchange Act and file periodic reports if the company had total assets exceeding $10 million as of the last day of its prior fiscal year, and a class of equity security (other than an exempted security) held by:
- for issuers other than banks, bank holding companies and savings and loan holding companies, either: (1) 2,000 or more record holders or (2) 500 or more record holders who are not accredited investors.
- for banks, bank holding companies and savings and loan holding companies, 2,000 or more record holders.
Exchange Act Section 12(b)

Companies seeking to register a security for trading on a national securities exchange must register the class of securities under Section 12(b) of the Exchange Act.
Registration Statement Forms

A company already reporting under Section 13 or 15(d) may register a class of securities under Section 12 of the Exchange Act by filing a Form 8-A. In addition, the staff generally will not object if a non-reporting company conducting its IPO files a Form 8-A before the effective date of the Securities Act registration statement relating to the IPO. Other U.S. companies must register on Form 10 (foreign companies register on Form 20-F). A Form 8-A filed concurrently with a Securities Act registration statement becomes effective automatically on the latest of the filing of the Form 8-A, the effective date of the registration statement, or, if the securities will be listed on a U.S. Exchange, receipt by the SEC of certification from the Exchange.
Registration Statement Effectiveness

Registration statements filed under Section 12 of the Exchange Act are effective as follows (Last updated: 9/30/2010):

If Filed Under:	Using Form:	Registration Statement Effective:
	Form 10 or Form 20-F	Automatically 30 days after the staff receives certification by the applicable exchange or earlier if acceleration is requested and granted.
Section 12(b)	Form 8-A filed in connection with a 1933 Act registration statement	Automatically on the latest of: the date the company files the Form 8-A the date the staff receives certification from the exchange; or the date the 1933 Act registration statement goes effective.
	Form 8-A not filed in connection with a 1933 Act registration statement	Automatically on the later of: the date the company files the Form 8-A; or the date the staff receives certification from the exchange.

1320 Financial Statements Required

1320.1 Generally (Last updated: 6/30/2013)

Form 10 (for registration under Section 12)	Same as described at Sections 1110 and 1120 for non-EGCs and Section 10220.1d for EGCs.
Form 10-K (Annual Reports)	Same as described at Section 1110 for non-EGCs and Section 10220.1e for EGCs.
Form 10-Q (Quarterly Reports)⁶	Same as described at Section 1120 plus: Balance sheet as of last fiscal year-end; and Statements of income for most recent quarter alone, and prior comparable quarter alone (a statement of cash flows for these quarters is not required).

1340 Accelerated and Large Accelerated Filer Status: Entering, Exiting and Implications

1340.9 Annual Report Disclosure Implications

Annual report disclosure obligations affected by non-accelerated, accelerated or large accelerated filer status:

Unresolved staff comment – (Item 1B of Form 10-K; Item 4A of Form 20-F):

A registrant that is an accelerated filer or a large accelerated filer, and has received written comments from the staff regarding its periodic or current reports at least 180 days before the end of its fiscal year to which the annual report relates, must disclose the substance of any unresolved comments that the registrant believes are material. The disclosure may include other information, such as the registrant’s position with respect to any such comment.
Effectiveness of Internal Control over Financial Reporting Required by SOX Section 404 – (Item 9A of Form 10-K; Item 15 of Form 20-F; General Instruction B.6 of Form 40-F):

Application of these disclosure requirements partly depends on the issuer’s accelerated filer status:
- Management’s Report: Required to be filed in annual reports by all filers. See Section 4310 for information on Management’s Annual Report on Internal Control Over Financial Reporting.
- Auditor’s Attestation: Required in annual reports of all accelerated filers (except those that qualify as an EGC) and large accelerated filers. See Section 4320 for information on Auditor’s Report on ICFR for non-EGCs and Section 10240 for information on EGCs. (Last updated: 6/30/2013)

NOTE to SECTION 1340.9

For newly public companies, a phase-in exception applies whereby management’s report and the auditor’s attestation (if a non-EGC accelerated filer or a large accelerated filer) are not required until the second annual report. For purposes of the phase-in, a Special Financial Report filed pursuant to Rule 15d-2 of the Exchange Act and a Transition Report on Form 10-K for a change in fiscal year are considered to be an “annual report.” See Section 4310.6 for more information on this exception. (Last updated: 6/30/2013)

1340.10 Recap of Accelerated Filer Rule: Public Float Tests and Due Dates:

Category of Filer	Float to Enter Status	Float to Reduce Status	10-K Due	10-Q Due	Interim F/S Updating
Non-Accelerated Filer	< $75 million	N/A	90 days after year-end	45 days after quarter-end	134 days after latest balance sheet filed
Accelerated Filer	≥ $75 million but < $700 million	< $50 million becomes a non-accelerated filer	75 days after year-end	40 days after quarter-end	129 days after latest balance sheet filed
Large Accelerated Filer	≥ $700 million	< $500 million but ≥ $50 million becomes an accelerated filer …….……………… < $50 million becomes a non-accelerated filer	60 days after year-end	40 days after quarter-end	129 days after latest balance sheet filed

Category of Filer

Float to Enter Status

Float to Reduce Status

10-K Due

10-Q Due

Interim F/S Updating

Non-Accelerated Filer

< $75 million

N/A

90 days after year-end

45 days after quarter-end

134 days after latest balance sheet filed

Accelerated Filer

≥ $75 million but < $700 million

< $50 million becomes a non-accelerated filer

75 days after year-end

40 days after quarter-end

129 days after latest balance sheet filed

Large Accelerated Filer

≥ $700 million

< $500 million but ≥ $50 million becomes an accelerated filer …….………………

< $50 million becomes a non-accelerated filer

60 days after year-end

40 days after quarter-end

129 days after latest balance sheet filed

Topic 2 - Other Financial Statements Required

This topic identifies circumstances in which financial statements of entities other than the registrant (or predecessor(s) of the registrant) are required to be included in filings. The guidance applicable to financial statements of the registrant (in Topic 1) applies also to financial statements of the other entities, unless specified otherwise in this topic.

2000 BUSINESSES ACQUIRED OR TO BE ACQUIRED (EXCLUDING TARGET COMPANIES IN FORM S-4) [S-X 3-05, S-X 8-04]

(Last updated: 9/30/2008)

2035 Accelerated and Large Accelerated Filer Status: Entering, Exiting and Implications

2035.3 Financial Statements Required — Mathematical Majority – If the aggregate of either the asset, investment or income significance test of all insignificant acquisitions (i.e., (A), (B) and (C) above) exceeds 50%, provide financial statements for the mathematical majority (combined if appropriate) for the most recent fiscal year and the latest interim period preceding the acquisition. For purposes of determining the mathematical majority, audited financial statements should be provided for those probable and acquired entities that constitute more than 50% of the aggregate asset, income, or investment test determined to be the most significant. Consider the following example.

Example:

Example Facts: A registrant with a calendar year end files a registration statement which is effective October 2, 2008. The following individually insignificant business acquisitions, for which no audited financial statements were filed on Form 8-K, and significant businesses for which financial statements are not yet required because of the 75-day rule in S-X 3-05(b)(4) have occurred since the registrant’s audited financial statements were filed in its 2007 Form 10-K:

	Date Acquired	Investment Test %	Asset Test %	Income Test %
Business A	1/21/2008	10	19	8
Business B	2/24/2008	10	7	6
Business C	4/11/2008	11	6	5
Business D	7/7/2008	13	11	5
Business E	8/18/2008	17	10	21
Probable F	N/A	9	6	4
Aggregate		70	58	49

Example Analysis: Since the investment test yields the greatest significance on an aggregate basis (70%), financial statements of the businesses adding up to in excess of 35% under the investment test column must be provided. In this case, financial statements for any combination of three businesses that includes Business E or any combination of four businesses would meet the requirement. No combination of three that excludes Business E would meet the requirement. Financial statements of Business E are not yet required to be filed because of S-X 3-05(b)(4); therefore in this fact pattern, it is possible to use a combination of more than three businesses that excludes Business E even though Business E is significant under the income test. As shown in the example above, even though the registrant is not required to file a Form 8-K with audited financial statements of Business E until 11/3/2008, those financial statements may need to be included in the registration statement.

2035.4 Significance — Financial Statements Used to Measure Significance The aggregate significance of the individually insignificant acquisitions described in Section 2035.3 should be measured for each acquisition using the financial statements described in Section 2015.2 at the registration statement effective date. Measuring significance using the financial statements described in Section 2015.2 at the registration statement effective date may require the use of either financial statements for a more recent fiscal year than the annual financial statements used to measure significance at the acquisition date, or financial statements for the same fiscal year that have been retrospectively adjusted after the acquisition date for a change in accounting principle or a discontinued operation (see Section 2025.1). Therefore, the significance of an individually insignificant acquisition measured using the annual financial statements described in Section 2015.2 at the registration statement effective date may differ from the significance of that individually insignificant acquisition measured using the annual financial statements described in Section 2015.2 at the acquisition date. (Last updated: 3/31/2010)

NOTE TO SECTION 2035.4

An appropriate conclusion that an acquisition was not individually significant at the acquisition date is not changed by the measurement of the aggregate significance of individually insignificant acquisitions. For example, measuring the aggregate significance of individually insignificant acquisitions using the financial statements described in Section 2015.2 at the registration statement effective date may cause an acquisition that was appropriately determined to be individually insignificant at the acquisition date to have significance in excess of 20%. This calculated significance is used only to determine the aggregate significance of the individually insignificant acquisitions in accordance with the guidance in Section 2035.3; it does not change the conclusion of individual insignificance appropriately determined at the acquisition date. (Last updated: 3/31/2010)

2035.5 Significance — Income Test — Entities with Pre-Tax Loss versus Entities with Pre-Tax Income – For purposes of the income test, S-X 1-02(w) Computational Note 3 indicates that entities reporting losses should not be aggregated with entities reporting income. Therefore, significance must be determined separately for both the group of individually insignificant acquisitions with income and the group of individually insignificant acquisitions with losses. The absolute values of the results of operations of the two groups should not be aggregated for purposes of determining significance. If the income test significance of either the group of individually insignificant acquisitions with income or the group of individually insignificant acquisitions with losses is higher than the significance computed under either the investment or asset tests in S-X 1-02(w), the absolute values of the income test significance of the two groups would be aggregated for purposes of selecting the mathematical majority.

For example: Assume registrant has $100 of income from continuing operations before income taxes, extraordinary items, and cumulative effect of a change in accounting principle for the year ended December 31, 2007. Registrant made the following acquisitions in 2008 and files a registration statement in December 2008.

	Date Acquired	Income (Loss)	Significance	Aggregate Acquirees with Income	Aggregate Acquirees with Loss
Business A	1/18/2008	$ (8)	8%		8%
Business B	2/4/2008	9	9%	9%
Business C	3/17/2008	(13)	13%		13%
Business D	6/13/2008	16	16%	16%
Business E	7/3/2008	(11)	11%		11%
Business F	8/4/2008	10	10%	10%
Probable G	N/A	18	18%	18%
Aggregate		21	21%	53%	32%

Because some individually insignificant acquirees have income and some have losses, significance must be determined separately for both the group of individually insignificant acquisitions with income and the group of individually insignificant acquisitions with losses. Aggregate significance for purposes of S-X 3-05 is 85% (i.e., the sum of the absolute values of 53% and (32%)). Financial statements of a mathematical majority of all individually insignificant acquisitions, regardless of whether they had income or loss, must be filed. In this example, in order to compute the mathematical majority, the aggregate significance determined on an absolute value basis of the individually insignificant acquisitions filed must be at least 42.6% (i.e.50.1% of the 85% aggregate significance). For example, filing separate financial statements for Business C, Business D and Probable G would satisfy this requirement.

2035.6 Significance — Using Pro Forma Financial Statements – Using Pro Forma Financial Statements - S-X 3-05 permits a registrant to evaluate significance of acquirees using the pro forma financial information filed on Form 8-K in connection with a previous significant acquisition. However, a registrant may not circumvent the requirement to file audited data of a majority of individually insignificant acquirees by filing a Form 8-K containing financial statements of one or more insignificant acquirees and testing significance of the remaining unaudited acquirees, against either the historical or resulting pro forma financial statements. If a registrant has filed a Form 8-K for a previous significant acquisition, the 50% aggregation test may be applied against the pro forma financial statements included in that Form 8-K.

For example: A registrant files a registration statement on July 14, 2008 that includes audited financial statements for the year ended December 31, 2007 and interim period statements for the three months ended March 31, 2008. The registrant had total assets of $1,000 at December 31, 2007 and reported income from continuing operations before taxes of $100 for the year then ended. The registrant had, or expects to have, the following acquisitions since December 31, 2007

See computational note	Date Acquired	Investment $	Investment %	Assets $	Assets %	Income $	Income %	Highest Significance
Significant acquisitions:
Business A*	4/7/2008	210	21	100	10	30	30	30%
Insignificant acquisitions:
Business B	2/4/2008	40	3	20	2	9	7	N/A
Business C	3/17/2008	60	5	40	3	13	10	N/A
Business D	6/13/2008	160	13	80	7	15	12	N/A
Business E	7/3/2008	50	4	20	2	11	9	N/A
Probable F	N/A	205	17	100	8	18	14	N/A
Aggregate		515	42	260	22	66	52	52%

* Computational note: In this example, audited financial statements and pro forma financial information were filed on Form 8-K for Target A on 6/16/2008. Significance percentages in chart above are based on registrant’s election to measure significance using pro forma financial information giving effect to the acquisition of Business A. For purposes of this example, assume the pro forma financial information as of and for the year ended December 31, 2007 reflects purchase accounting as follows:

	*Assets*	*Income*
Registrant historical	$1000	$100
Adjustments	210	25
*Pro forma*	*$1210*	*$125*

In this example, the income test yields the highest aggregate significance test (52%). The registration statement must include financial statements for acquired businesses that total to more than 26% (50% * 52%) to meet the S-X 3-05 requirement. Had the aggregate significance under each test been less than 50% using pro forma information, no financial statements for any of the individual entities would be required in the registration statement.

2040 When to Present Financial Statements

2040.1 Financial statements of acquired businesses are required as follows:

Form	Financial Statement Requirements
Registration Statements and Proxies	If less than or equal to 50% significant, financial statements of a recent or probable acquisition need not be included unless the registration statement (or post-effective amendment) is declared effective (or proxy statement is mailed) 75 days or more after the acquisition is consummated. Refer to Section 2015, “Measuring Significance – Basics [S-X 1-02(w)],” and Sections 2020 and 2025, “Implementation Points” for tests of significance. This rule does not apply to “blank check” issuers. If significance exceeds 50%, financial statements of a recent or probable acquisition must be included in a registration statement (or post-effective amendment) at the effective date. Major Significance - See Section 2040.2 for requirement to continue to present financial statements if acquisition is of major significance
Form 8-K	a) Item 2.01, Form 8-K reporting the transaction is required within 4 business days of the consummation of any business acquisition exceeding 20% significance or for any asset purchase exceeding 10% significance that does not meet the definition of a business. b) A registrant that was a shell company, other than a business combination related shell company (both as defined in Exchange Act Rule 12b-2 and Regulation C, Rule 405) immediately before it acquires a business, as defined in S-X 11-01(d), must file the acquired business financial statements and related S-X Article 11 pro forma information required by Item 9.01(c) of Form 8-K with the Item 2.01 Form 8-K reporting the acquisition. The 71 calendar day extension is not available. c) If the required financial statements of the business acquired are not required to be provided with the initial report, they must be filed by amendment within 71 calendar days after the date that the initial report on Form 8-K must be filed. NOTE: While an Item 2.01 Form 8-K is not required for business acquisitions at or below 20% significance, registrants may elect to report business acquisitions at or below 20% significance pursuant to Item 8.01 of Form 8-K even if financial information is not provided.

Form

Financial Statement Requirements

Registration Statements and Proxies

If less than or equal to 50% significant, financial statements of a recent or probable acquisition need not be included unless the registration statement (or post-effective amendment) is declared effective (or proxy statement is mailed) 75 days or more after the acquisition is consummated. Refer to Section 2015, “Measuring Significance – Basics [S-X 1-02(w)],” and Sections 2020 and 2025, “Implementation Points” for tests of significance. This rule does not apply to “blank check” issuers.

If significance exceeds 50%, financial statements of a recent or probable acquisition must be included in a registration statement (or post-effective amendment) at the effective date.

Major Significance - See Section 2040.2 for requirement to continue to present financial statements if acquisition is of major significance

Form 8-K

a) Item 2.01, Form 8-K reporting the transaction is required within 4 business days of the consummation of any business acquisition exceeding 20% significance or for any asset purchase exceeding 10% significance that does not meet the definition of a business.

b) A registrant that was a shell company, other than a business combination related shell company (both as defined in Exchange Act Rule 12b-2 and Regulation C, Rule 405) immediately before it acquires a business, as defined in S-X 11-01(d), must file the acquired business financial statements and related S-X Article 11 pro forma information required by Item 9.01(c) of Form 8-K with the Item 2.01 Form 8-K reporting the acquisition. The 71 calendar day extension is not available.

c) If the required financial statements of the business acquired are not required to be provided with the initial report, they must be filed by amendment within 71 calendar days after the date that the initial report on Form 8-K must be filed.

NOTE: While an Item 2.01 Form 8-K is not required for business acquisitions at or below 20% significance, registrants may elect to report business acquisitions at or below 20% significance pursuant to Item 8.01 of Form 8-K even if financial information is not provided.

2045 Age of Financial Statements - Basics

2045.5 1933 Act Registration Statement - Age of ANNUAL Financial Statements -

Acquiree’s Filing Status	Effective date of Registration Statement	Acquiree Financial Statements
NOT an Accelerated Filer, and NOT a Large Accelerated Filer	Registrant’s filing is effective after 45 days but not more than 89 days after the acquiree’s fiscal year end Filing is effective after 89th day after acquiree’s fiscal year end	Updating requirement dependent on the registrant’s (not the acquiree’s) eligibility for relief under S-X 3-01(c). After a reverse acquisition accounted for as a business combination, consider the accounting acquirer's ability to meet the requirements of S-X 3-01(c) in determining the need to update. Acquiree’s most recent fiscal year must be audited
Accelerated Filer	Registrant’s filing is effective after 45 days but not more than 74 days after the acquiree’s fiscal year end Filing is effective after 74th day after acquiree’s fiscal year end	Updating requirement dependent on the registrant’s (not the acquiree’s) eligibility for relief under S-X 3-01(c). After a reverse acquisition accounted for as a business combination, consider the accounting acquirer's ability to meet the requirements of S-X 3-01(c) in determining the need to update. Acquiree’s most recent fiscal year must be audited
Large Accelerated Filer	Registrant’s filing is effective after 45 days but not more than 59 days after the acquiree’s fiscal year end Filing is effective after 59th day after acquiree’s fiscal year end	Updating requirement dependent on the registrant’s (not the acquiree’s) eligibility for relief under S-X 3-01(c). After a reverse acquisition accounted for as a business combination, consider the accounting acquirer's ability to meet the requirements of S-X 3-01(c) in determining the need to update. Acquiree’s most recent fiscal year must be audited

Acquiree’s Filing Status

Effective date of Registration Statement

Acquiree Financial Statements

NOT an Accelerated Filer, and NOT a Large Accelerated Filer

Registrant’s filing is effective after 45 days but not more than 89 days after the acquiree’s fiscal year end

Filing is effective after 89th day after acquiree’s fiscal year end

Updating requirement dependent on the registrant’s (not the acquiree’s) eligibility for relief under S-X 3-01(c). After a reverse acquisition accounted for as a business combination, consider the accounting acquirer's ability to meet the requirements of S-X 3-01(c) in determining the need to update.

Acquiree’s most recent fiscal year must be audited

Accelerated Filer

Registrant’s filing is effective after 45 days but not more than 74 days after the acquiree’s fiscal year end

Filing is effective after 74th day after acquiree’s fiscal year end

Acquiree’s most recent fiscal year must be audited

Large Accelerated Filer

Registrant’s filing is effective after 45 days but not more than 59 days after the acquiree’s fiscal year end

Filing is effective after 59th day after acquiree’s fiscal year end

Updating requirement dependent on the registrant’s (not the acquiree’s) eligibility for relief under S-X 3-01(c). After a reverse acquisition accounted for as a business combination, consider the accounting acquirer's ability to meet the requirements of S-X 3-01(c) in determining the need to update.

Acquiree’s most recent fiscal year must be audited

2300 REAL ESTATE ACQUISITIONS AND PROPERTIES SECURING MORTGAGES

(Last updated: 9/30/2008)

2305 Real Estate Operations - Overview [S-X 3-14]

(Last updated: 3/31/2013)

2305.5 Summary - 1933 Act Real Estate Financial Statements and Significance Thresholds

The following table summarizes general financial statement requirements in 1933 Act registration statements with respect to the acquisition of real estate operations. Refer to the sections below the summary for details in applying these requirements:

Acquisition Type	Significance Threshold %	Significance Measured Against
General Rule:
Regular Property Acquisition and Probable Acquisitions	3-14s required at 10% or more (also significant in aggregate test triggers)	Registrant’s assets as of last audited balance sheet
Triple Net Leased	See Section 2340	Registrant’s assets as of last audited balance sheet
Blind Pool Offerings Subject to Guide 5 (During Distribution Period):
Regular Property Acquisition	3-14s required at 10% or more	Registrant’s assets as of the date of the acquisition plus the proceeds (net of commissions) in good faith expected to be raised in the registered offering over the next 12 months
Triple Net Leased	See Section 2340

Topic 4 - Independent Accountants’ Involvement

4100 QUALIFICATIONS OF ACCOUNTANTS

(Last updated: 6/30/2009)

4110 PCAOB Registration

4110.5 The following chart outlines the application of certain PCAOB requirements in various filings with the SEC. (Last updated: 9/30/2012)

PCAOB Req. #	Entities for which an audit report on the financial statements is included in the document filed with SEC 1:	Auditor’s report on financial statements in current filing must be issued by a public accounting firm registered with the PCAOB?	Auditor’s report on financial statements must refer to PCAOB standards?
1	Issuer 2 and its predecessor	Yes	Yes
2	Entity that has filed an initial registration statement	Yes	Yes
3a	Operating company (predecessor) whose financial statements are filed by a special purpose acquisition company	Yes	Yes
3b	Operating company (predecessor) whose pre-acquisition financial statements are filed by an issuer that at the time the reverse merger is consummated is a public “shell company” (See Section 12250.1)	Yes	Yes
3c	Operating company (predecessor) whose pre-acquisition financial statements are filed by an issuer that at the time the reverse merger is consummated is not a public “shell company” (See Section 12250.2)	No, but see Section 12250.2	No, but see Section 12250.2
3d	Operating company (predecessor) whose post-acquisition audited financial statements are filed by the issuer after consummation of a reverse merger	Yes	Yes
4	Non-issuer subsidiary, division, branch, component or investment for which an audit report is filed under S-X 2-05	See footnote 3	Yes 4
5	Non-issuer entity whose financial statements are filed to satisfy S-X 3-05 or 3-14	No	No
6	Non-issuer entity whose financial statements are included in proxy statement or Form S-4/F-4 as target	No	No
7	Non-issuer entity whose financial statements are filed to satisfy S-X 3-09 or 3-16	See footnote 3	See footnote 5
8	Subsidiary–guarantor whose separate financial statements are filed to satisfy S-X 3-10 (a) or 3-10(g)	Yes 6	Yes
9	Employee benefit plan filing Form 11-K	Yes 6	Yes

Topic 8 - Non-GAAP Measures of Financial Performance, Liquidity and Net Worth

8100 USE OF NON-GAAP FINANCIAL MEASURES

(Last updated: 9/30/2008)

8130 General Applicability and Requirements of Regulation G and S-K 10(e)

(Last updated: 12/31/2011)

Regulation	Applicability	Requirements	Prohibitions
G	Applies whenever a registrant required to file reports under Section 13(a) or 15(d) of the Exchange Act (other than a registered investment company), or a person acting on the registrant’s behalf, discloses or releases publicly any material information that includes a non-GAAP financial measure. Typically, this information is furnished under Item 2.02 of Form 8-K. [1]	A presentation of the most directly comparable GAAP measure; and A reconciliation of the differences between the non-GAAP measure disclosed or released with the most directly comparable GAAP measure. With regard to forward-looking information, a quantitative reconciliation is only required to the extent available without unreasonable efforts. If all of the information necessary is not available without unreasonable efforts, the registrant must identify the information that is unavailable and disclose probable significance.	Reg G prohibits any registrant (or person acting on the registrant’s behalf) from making public a non-GAAP financial measure that, taken together with any information accompanying it, contains an untrue statement of material fact or omits to state a material fact necessary in order to make the presentation of the non-GAAP financial measure, in light of the circumstances under which it is presented, not misleading.
S-K 10(e)	Applies to a registrant’s filings with the SEC Ex: 10-K, 10-Q, 20-F, S-1, F-1	Presentation, with equal or greater prominence, of the most directly comparable GAAP measure; A reconciliation of the differences between the non-GAAP measure and the most directly comparable GAAP measure; A statement disclosing the reasons why management believes the presentation of the non-GAAP measure provides useful information to investors regarding the registrant’s financial condition and results of operations; and To the extent material, a statement disclosing the additional purposes, if any, for which management uses the non-GAAP measure.	Excluding charges or liabilities that required, or will require, cash settlement, or would have required cash settlement absent an ability to settle in another manner, from non-GAAP liquidity measures. This prohibition does not apply to EBIT and EBITDA used as liquidity measures. Adjusting a non-GAAP performance measure to eliminate or smooth items identified as non-recurring, infrequent, or unusual, when (1) the nature of the charge or gain is reasonably likely to recur within 2 years or (2) there was a similar charge or gain within the prior 2 years. Presenting non-GAAP financial measures on the face of the GAAP financial statements or in the notes. Presenting non-GAAP financial measures on the face of any pro forma information required to be disclosed by Article 11. Using titles or descriptions of non-GAAP measures that are the same or confusingly similar to GAAP titles.

Regulation

Applicability

Requirements

Prohibitions

Applies whenever a registrant required to file reports under Section 13(a) or 15(d) of the Exchange Act (other than a registered investment company), or a person acting on the registrant’s behalf, discloses or releases publicly any material information that includes a non-GAAP financial measure. Typically, this information is furnished under Item 2.02 of Form 8-K. [1]

A presentation of the most directly comparable GAAP measure; and

A reconciliation of the differences between the non-GAAP measure disclosed or released with the most directly comparable GAAP measure. With regard to forward-looking information, a quantitative reconciliation is only required to the extent available without unreasonable efforts. If all of the information necessary is not available without unreasonable efforts, the registrant must identify the information that is unavailable and disclose probable significance.

Reg G prohibits any registrant (or person acting on the registrant’s behalf) from making public a non-GAAP financial measure that, taken together with any information accompanying it, contains an untrue statement of material fact or omits to state a material fact necessary in order to make the presentation of the non-GAAP financial measure, in light of the circumstances under which it is presented, not misleading.

S-K 10(e)

Applies to a registrant’s filings with the SEC

Ex: 10-K, 10-Q, 20-F, S-1, F-1

Presentation, with equal or greater prominence, of the most directly comparable GAAP measure;

A reconciliation of the differences between the non-GAAP measure and the most directly comparable GAAP measure;

A statement disclosing the reasons why management believes the presentation of the non-GAAP measure provides useful information to investors regarding the registrant’s financial condition and results of operations; and

To the extent material, a statement disclosing the additional purposes, if any, for which management uses the non-GAAP measure.

Excluding charges or liabilities that required, or will require, cash settlement, or would have required cash settlement absent an ability to settle in another manner, from non-GAAP liquidity measures. This prohibition does not apply to EBIT and EBITDA used as liquidity measures.

Adjusting a non-GAAP performance measure to eliminate or smooth items identified as non-recurring, infrequent, or unusual, when (1) the nature of the charge or gain is reasonably likely to recur within 2 years or (2) there was a similar charge or gain within the prior 2 years.

Presenting non-GAAP financial measures on the face of the GAAP financial statements or in the notes.

Presenting non-GAAP financial measures on the face of any pro forma information required to be disclosed by Article 11.

Using titles or descriptions of non-GAAP measures that are the same or confusingly similar to GAAP titles.

8140 General Application of Regulation G and S-K 10(e) to Foreign Private Issuers

	Regulation G	S-K 10(e)
Foreign Private Issuers	FPIs are exempt from Regulation G if three conditions are met: The securities of the FPI are listed or quoted on a securities exchange or inter-dealer quotation system outside the U.S.; The non-GAAP financial measure is not derived from or based on a measure calculated and presented in accordance with U.S. GAAP; and The disclosure is made by or on behalf of the FPI outside the U.S., or is included in a written communication that is released by or on behalf of the FPI outside the U.S. 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: Disclosure is included in a written communication released in the U.S. as well as outside the U.S., as long as the communication is released contemporaneously with or after its release outside the U.S. and is not otherwise targeted at persons located in the U.S.; Foreign or U.S. journalists or other third parties have access to the information; Disclosures appear on one or more of a registrant’s websites, so long as the websites, taken together, are not available exclusively to, or are targeted at, persons in the U.S; or After disclosure of the information outside the U.S., the information is included in a submission on Form 6-K.	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: Required or expressly permitted by the standard-setter that establishes the GAAP principles used in the registrant’s primary financial statements; and Included in the foreign private issuer’s annual report or financial statements used in its home-country jurisdiction or market. 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).

Regulation G

S-K 10(e)

Foreign Private Issuers

FPIs are exempt from Regulation G if three conditions are met:

The securities of the FPI are listed or quoted on a securities exchange or inter-dealer quotation system outside the U.S.;
The non-GAAP financial measure is not derived from or based on a measure calculated and presented in accordance with U.S. GAAP; and
The disclosure is made by or on behalf of the FPI outside the U.S., or is included in a written communication that is released by or on behalf of the FPI outside the U.S.

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:

Disclosure is included in a written communication released in the U.S. as well as outside the U.S., as long as the communication is released contemporaneously with or after its release outside the U.S. and is not otherwise targeted at persons located in the U.S.;
Foreign or U.S. journalists or other third parties have access to the information;
Disclosures appear on one or more of a registrant’s websites, so long as the websites, taken together, are not available exclusively to, or are targeted at, persons in the U.S; or
After disclosure of the information outside the U.S., the information is included in a submission on Form 6-K.

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:

Required or expressly permitted by the standard-setter that establishes the GAAP principles used in the registrant’s primary financial statements; and
Included in the foreign private issuer’s annual report or financial statements used in its home-country jurisdiction or market.

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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