---
kind: "section"
citation: "17 C.F.R. § 244.100"
title: "17"
number: "244.100"
heading: "General rules regarding disclosure of non-GAAP financial measures."
url: "https://uscodex.org/cfr/17/244.100"
---

# §244.100. General rules regarding disclosure of non-GAAP financial measures.

- (a) Whenever a registrant, or person acting on its behalf, publicly discloses material information that includes a non-GAAP financial measure, the registrant must accompany that non-GAAP financial measure with:
  - (1) A presentation of the most directly comparable financial measure calculated and presented in accordance with Generally Accepted Accounting Principles (GAAP); and
  - (2) A reconciliation (by schedule or other clearly understandable method), which shall be quantitative for historical non-GAAP measures presented, and quantitative, to the extent available without unreasonable efforts, for forward-looking information, of the differences between the non-GAAP financial measure disclosed or released with the most comparable financial measure or measures calculated and presented in accordance with GAAP identified in [paragraph (a)(1)](#a-1) of this section.
- (b) A registrant, or a person acting on its behalf, shall not make public a non-GAAP financial measure that, taken together with the information accompanying that measure and any other accompanying discussion of that measure, contains an untrue statement of a 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.
- (c) This section shall not apply to a disclosure of a non-GAAP financial measure that is made by or on behalf of a registrant that is a foreign private issuer if the following conditions are satisfied:
  - (1) The securities of the registrant are listed or quoted on a securities exchange or inter-dealer quotation system outside the United States;
  - (2) The non-GAAP financial measure is not derived from or based on a measure calculated and presented in accordance with generally accepted accounting principles in the United States; and
  - (3) The disclosure is made by or on behalf of the registrant outside the United States, or is included in a written communication that is released by or on behalf of the registrant outside the United States.
- (d) This section shall not apply to a non-GAAP financial measure included in disclosure relating to a proposed business combination, the entity resulting therefrom or an entity that is a party thereto, if the disclosure is contained in a communication that is subject to [§ 230.425](/cfr/17/230.425.md) of this chapter, [§ 240.14a-12](/cfr/17/240.14a-12.md) or [§ 240.14d-2(b)(2)](/cfr/17/240.14d-2.md?p=b-2) of this chapter or [§ 229.1015](/cfr/17/229.1015.md) of this chapter.

## Notes

### Authority

Authority: 15 U.S.C. 7261, 78c, 78i, 78j, 78m, 78o, 78w, 78mm, and 80a-29

### Source

Source: 68 FR 4832, Jan. 30, 2003, unless otherwise noted.