Issues In-Depth | May 2023

Insight

Non-GAAP financial measures

In-depth guidance on the SEC rules related to non-GAAP financial measures, with examples and illustrative SEC comments.

Timothy Brown

Timothy Brown

Partner, Dept. of Professional Practice, KPMG US

+1 212-954-8856

Hannah Conley

Hannah Conley

Senior Manager, Dept. of Professional Practice, KPMG US

Erin McCloskey

Erin McCloskey

Partner, Dept. of Professional Practice, KPMG US

+1 212-872-5718

Rob Werling

Rob Werling

Partner, Dept. of Professional Practice, KPMG US

+1 212-954-8999

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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