As required by the Sarbanes-Oxley Act of 2002, the SEC introduced these rules and admendments to address the use of non-GAAP financial measures. All IR professionals must be familiar with Regulation G, particularly as it relates to the presentation of quarterly and annual financial results in press releases and other communications.

In May 2016, the SEC issued a staff guidance on companies' usage of non-GAAP metrics in earnings releases and other materials. For more insight on this staff guidance, please see the various NIRI webinars, law firm memos, and other resources listed on this page. 

In March 2020, the SEC provided guidance on disclosure considerations arising from the COVID-19 pandemic and provided companies with some flexibility to use preliminary GAAP results for non-GAAP reconciliations for earnings releases. 

NIRI and SEC Resources

Recommendation of the SEC's Investor Advisory Committee Relating to Accounting and Financial Disclosure (includes discussion of non-GAAP metrics on p. 3), May 2020

SEC, Division of Corporation Finance, CF Disclosure Guidance: Topic No. 9, March 25, 2020 (addresses use of non-GAAP figures during the COVID-19 pandemic).

NIRI 2017 Annual Conference, Concurrent Session: "GAAP vs. Non-GAAP Metrics: One Year After SEC Guidance," (June 5, 2017).

NIRI Webinar Replay: "Non-GAAP Disclosure, Part 2 -- Lessons Learned" (October 2016)

"Minding the Non-GAAP," IR Update (September 2016)

NIRI Webinar Replay: "Non-GAAP Disclosures:  Applying the New SEC Staff Guidance" (July 2016) 

NIRI, Executive Alert, "SEC Cracks Down on Non-GAAP Metrics" (May 2016)

SEC, Compliance & Disclosure Interpretations, Non-GAAP Financial Measures (updated May 2016)

NIRI's Standards of Practice for Investor Relations

SEC, Full Text of Regulation G (March 2003)


Additional Resources:

Center for Audit Quality, "COVID-19 Considerations for Non-GAAP Financial Measures and Performance Metrics," April 17, 2020.

Sullivan & Cromwell, "SEC Staff Comments Focus on Compliance With 2016 Guidance, Particularly the Undue Prominence of Non-GAAP Measures" (April 2017).

Shearman & Sterling LLP, "Updated Non-GAAP Guidance: The First 150 Comment Letters" (October 2016)

Skadden Arps, "Corporate Finance Alert: SEC Staff Continues to Focus on Non-GAAP Financial Disclosures" (October 2016).

Deloitte, "A Roadmap to Non-GAAP Financial Measures" (September 2016).

The Wall Street Journal, "Firms Say Goodbye to Prettied-Up Financial Reports" (Aug. 29, 2016).

Morrison & Foerster, "Practice Pointers on Non-GAAP Financial Measures" (August 2016).

Skadden Arps, "How Companies Should Respond to New Non-GAAP Financial Disclosure Guidance" (July 2016).

Center for Audit Quality, "
Questions on Non-GAAP Measures: A Tool for Audit Committees" (June 2016).

Covington & Burling, "A New Chapter for Non-GAAP Financial Measures" (June 2016)

Sharon Merrill, "SEC Guidance on Reg G: Q&A with Howard Berkenblit (May 2016)"

Cleary Gottlieb Client Update, "SEC Releases New Guidance on Non-GAAP Financial Measures
Debevoise & Plimpton Client Update, "Non-GAAP Metrics in the Crosshairs: SEC Issues New Guidance"
Gibson Dunn Client Update, "SEC Updates Guidance on Non-GAAP Financial Measures"
Goodwin Procter Client Update, "SEC Issues Important Non-GAAP Interpretations"