SEC Guidance on Non-GAAP Financial Measures and KPIs

SEC Guidance on Non-GAAP Financial Measures and KPIs

Wednesday, March 15, 2023

1 p.m. EDT

Many companies use non-GAAP financial measures to paint a more comprehensive picture of their financial situation. But use caution; the SEC is always watching to make sure these measures are used appropriately.

During this session, our experts will:

  • Revisit the nature and purpose of non-GAAP financial measures
  • Review current regulatory framework, including Regulation G, Regulation S-K item 10(e)
  • Examine recent SEC guidance on non-GAAP financial measures in public disclosures, including C&DIs issued by the SEC’s Division of Corporation Finance
  • Examine recent SEC guidance on key performance indicators (KPIs) and metrics used in MD&A and other company disclosures
  • Examine recent SEC comment letters on non-GAAP financial measures and KPIs and identify SEC areas of concern
  • Consider related SEC enforcement actions
  • Analyze audit committee and management roles in compliance and effective disclosure controls
  • Offer practical suggestions for ongoing compliance with related SEC rules and guidance

After this session, you will:

  • Be reminded of the use of non-GAAP financial measures
  • Become familiar with disclosure trends related to non-GAAP financial measures, as well as KPIs
  • Be aware of the SEC’s areas of concern in this area, as well as enforcement action trends
  • Become familiar with companies’ compliance roles and understand which disclosure controls can be helpful


*CLE is approved or in the process of approval for CLE credit. The type of credit allowed will be determined by the state governing MCLE Board. Contact regarding state accreditation status.

NOTE: If you are licensed in New York, this content is appropriate for both newly admitted and experienced New York attorneys. Although this content is appropriate for all New York attorneys, newly admitted attorneys cannot earn CLE credit for the completion of the course when presented via webinar or webcast.

Please Note: Recordings of CLE webinars do not qualify for CLE credit.

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