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The Commission voted to adopt new Regulation G, which will apply whenever a company publicly discloses or releases material information that includes a non-GAAP financial measure. Statistical and operating measures are not covered. The Commission's rules under Section 401(b) of the Sarbanes-Oxley Act will apply to the public disclosure or release of material information that includes a "non-GAAP financial measure." For this purpose, a "non-GAAP financial measure" will be defined as a numerical measure of a company's financial performance that (1) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the comparable measure calculated and presented in accordance with GAAP in the statement of income, balance sheet or statement of cash flows (or equivalent statements) of the issuer or (2) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the comparable measure so calculated and presented. The Commission voted to adopt rules that will satisfy the mandate of Section 401(b) by defining the category of financial information that is subject to that mandate and then taking a two-step approach to regulating the use of that financial information. 26, 2003, requiring that any public disclosure or release of "pro forma financial information" by a public company be presented in a manner that (1) does not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the "pro forma financial information," in light of the circumstances under which it is presented, not misleading and (2) reconciles the "pro forma financial information" presented with the financial condition and results of operations of the company under Generally Accepted Accounting Principles (GAAP). Section 401(b) of the Sarbanes-Oxley Act of 2002 directs the Commission to issue final rules by Jan.
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Conditions for Use of Non-GAAP Financial Information Under Section 401(b) of Sarbanes-Oxley Act and Amendments to Form 8-K Under Section 409 Conditions for Use of Non-GAAP Financial Information Washington, D.C., Janu- The Securities and Exchange Commission today voted to adopt the following rules and amendments concerning provisions of the Sarbanes-Oxley Act of 2002. Home > News & Statements > Press Releases SEC Adopts Rules on Provisions of Sarbanes-Oxley ActĢ003-6 Actions Cover Non-GAAP Financials, Form 8-K Amendments, Trading During Blackout Periods, Audit Committee Financial Expert Requirements