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ARTICLE · 21 DECEMBER 2022

Corp Fin Posts Revised And New Non-GAAP CDIs

Cooley LLP
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The Corp Fin staff has issued a group of revised and new compliance & disclosure interpretations on the use of non-GAAP financial measures. The CDIs are more detailed and expansive...

United StatesAccounting and Audit
Cydney Posner
Cydney Posner
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The Corp Fin staff has issued a group of revised and new compliance & disclosure interpretations on the use of non-GAAP financial measures. The CDIs are more detailed and expansive in describing disclosure that the staff considers to be misleading as well as presentations that the staff believes reflect excessive non-GAAP prominence over the comparable GAAP number under Reg S-K Item 10(e). Summaries are below.

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Section 100. General

Question 100.01 (updated). Some adjustments to non-GAAP measures, even if not explicitly prohibited, may still be misleading in violation of Rule 100(b) of Reg G, depending on the company's facts and circumstances. As the staff has previously indicated, presenting a non-GAAP performance measure that "excludes normal, recurring, cash operating expenses necessary to operate a registrant's business" is one example. What's new and notable? In considering what is a normal operating expense, the staff looks at a broad

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