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 Reg. 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. 

NIRI and SEC Resources

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 on the SEC's May 2016 Guidance on Non-GAAP Metrics

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"