Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

Rule 101 -- Definitions

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1. 1. Non-GAAP financial measure. A non-GAAP financial measure is a numerical measure of a registrant's historical or future financial performance, financial position or cash flows that:
      
      
      1. Excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly 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 most directly comparable measure so calculated and presented.
         
         
   2. A non-GAAP financial measure does not include operating and other financial measures and ratios or statistical measures calculated using exclusively one or both of:
      
      
      1. Financial measures calculated in accordance with GAAP; and
         
         
      2. Operating measures or other measures that are not non-GAAP financial measures.
         
         
   3. A non-GAAP financial measure does not include financial measures required to be disclosed by GAAP, Commission rules, or a system of regulation of a government or governmental authority or self-regulatory organization that is applicable to the registrant.
      
      
2. GAAP. GAAP refers to generally accepted accounting principles in the United States, except that:
   
   
   1. In the case of foreign private issuers whose primary financial statements are prepared in accordance with non-U.S. generally accepted accounting principles, GAAP refers to the principles under which those primary financial statements are prepared; and
      
      
   2. In the case of foreign private issuers that include a non-GAAP financial measure derived from a measure calculated in accordance with U.S. generally accepted accounting principles, GAAP refers to U.S. generally accepted accounting principles for purposes of the application of the requirements of Regulation G to the disclosure of that measure.
      
      
3. Registrant. A registrant subject to this regulation is one that has a class of securities registered under Section 12 of the Securities Exchange Act of 1934, or is required to file reports under Section 15(d) of the Securities Exchange Act of 1934, excluding any investment company registered under Section 8 of the Investment Company Act of 1940.
   
   
4. United States. United States means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia.
   
   

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