SEC Non-GAAP Measures and Metrics Comments

The SEC’s guidance for the use of non-GAAP measures and metrics dates back to the Sarbanes-Oxley Act of 2002 along with Compliance and Disclosure Interpretations that were last updated in 2022. Yet, non-GAAP measures and metrics remain a top SEC comment area as companies continue to struggle with issues such as the adjustments for recurring items, details in the computation of adjusted EBITDA, and full non-GAAP financial statements. This program will begin with a review of the SEC’s non-GAAP measures and metrics guidance. This guidance will be applied to detailed real-world examples of non-GAAP measures and metrics disclosures and the SEC comments and company responses to those disclosures. Based on these examples, discussion will address how to avoid SEC comments and potentially worse outcomes surrounding the use of non-GAAP measures and metrics.

Please join our discussion leaders Bob Laux and Cheryl L. Linthicum of PLI’s SEC Institute for this deep dive into SEC non-GAAP measures and metrics comments.

Topics include:

• Review of the SEC’s guidance for the use of non-GAAP measures and metrics – 10 minutes
  • Regulation G
  • Regulation S-K Item 10(e)
  • Compliance and Disclosure Interpretations
  • CorpFin Financial Reporting Manual
  • Financial Release 87 – Key performance indicators and metrics
• Enumeration of frequent comment issues for non-GAAP measures – 5 minutes
• Review and discussion of detailed real-world examples – 30 minutes
  • Company disclosures
  • Subsequent SEC comments
  • Company responses and SEC follow-on comments
• Summary of overall considerations and conclusions from examples – 5 minutes
• Discussion of how to avoid non-GAAP measures and metrics comments – 10 minutes

Who Should Attend: Accountants and attorneys who deal with SEC reporting and disclosure and related accounting issues, including CFOs, controllers and their staff, internal auditors, partners of public accounting firms and their staff, in-house counsel, and outside attorneys

Program Level: Update

Prerequisites: None

Advanced Preparation: None