On January 15, the Securities and Exchange Commission’s Division of Corporation Finance replaced a Compliance and Disclosure Interpretation (C&DI) published last week related to the disclosure of information under Item 2.02 of Form 8-K with a prior interpretation from its 2003 Frequently Asked Questions. The issuance of the C&DI was previously reported in the January 15 edition of Corporate and Financial Weekly Digest.
Question 105.07 of the SEC’s C&DIs on the use of non-generally accepted accounting principles (GAAP) financial measures now states that if material non-public information is disclosed on a conference call which was not included in a previously published earnings release furnished on Form 8-K prior to the conference call, then the company must furnish such information required by Item 2.02 of Form 8-K by attaching as an exhibit to the Form 8-K a transcript, slides or other relevant presentation material containing the previously non-public information. Superseded Question 105.04 had omitted a fact (namely, that the earnings release had not been furnished on a Form 8-K prior to the conference call) necessary to the SEC’s interpretation. This omission resulted in an inadvertent change in guidance.
Click here to view the complete C&DIs with respect to the use of non-GAAP financial measures.