Non-GAAP financial measures
Issues In-Depth | May 2023
In-depth guidance on the SEC rules related to non-GAAP financial measures, with examples and illustrative SEC comments.
Applicability
SEC Regulation G and Regulation S-K Item 10(e)
- All companies in the scope of Regulation G and/or Regulation S-K Item 10(e)
Relevant dates
- Effective immediately
Key impacts
Our in-depth guide provides interpretive guidance on Reg G, Reg S-K Item 10(e) and Instruction 2 to Item 2.02 Form 8-K. This includes:
- Specific requirements and prohibitions applicable for public disclosures, SEC filings and other materials which are furnished rather than filed with the SEC
- Explanation of C&DIs and illustrative SEC comments based on recent public filings
- Additional considerations related to EBIT and EBITDA, segment disclosures and REIT reporting
- Exemptions available to foreign private issuers, including those applying IFRS® Accounting Standards
- Management’s responsibilities related to non-GAAP financial measure disclosure and control procedures
Report contents
- Background
- The rules
- The general requirements
- Specific considerations
- Earnings releases and similar announcements
- Foreign private issuers
- Controls and non-GAAP financial measures
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