Appendix C — SEC Comments on Non-GAAP Measures

Since the SEC staff’s issuance of new and updated C&DIs on non-GAAP measures in December 2022, such measures have continued to rank among the leading topics of focus in SEC comments despite overall improvements in registrants’ disclosures during this period. The staff’s comments have addressed matters such as:

• The prominence of non-GAAP measures.
• Measures that could potentially mislead investors (e.g., those based on individually tailored accounting principles or those that exclude normal, recurring cash operating expenses).
• Reconciliation requirements.
• Clear labeling.
• Enhancement of the disclosure related to the purpose and use of such measures.