Accounting Research Tool
Chapter 1 — Background

1.1 Overview and History of the SEC's Guidance on Non-GAAP Measures and Metrics

1.1 Overview and History of the SEC’s Guidance on Non-GAAP Measures and Metrics

The SEC’s written guidance on non-GAAP financial measures has been in existence for many years. During this time, the SEC staff has periodically issued new and updated guidance on the use and disclosure of such measures or informally communicated its views in speeches and comments at various forums. The graphic below illustrates key events in the evolution of the SEC’s guidance on these measures and is followed by a discussion of each event.


Regulation G indicates that “[a] registrant . . . shall not make public a non-GAAP financial measure that, taken together with the information accompanying that measure and any other accompanying discussion of that measure, contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the presentation of the non-GAAP financial measure, in light of the circumstances under which it is presented, not misleading.”
Securities Exchange Act of 1934.
Frequently Asked Questions Regarding the Use of Non-GAAP Measures (superseded).
C&DIs are not rules, regulations, or statements of the SEC; instead, they provide general guidance on the views of the SEC staff on a variety of issues.
Topic 8 of the SEC’s Financial Reporting Manual (FRM) also discusses such measures.