CAQ Alert 2023-01: Updates to SEC Non- GAAP Financial Measures Compliance and Disclosure Interpretations (C&DIs)

Wednesday, January 25, 2023

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On December 13, 2022, the SEC’s Division of Corporation Finance posted an update to Non-GAAP Financial Measures Compliance & Disclosure Interpretations (C&DI) Questions 100.01, 100.04 – 100.06, and 102.10(a)(b)(c). The updates, the first since 2016 when the C&DIs were last significantly expanded, reflect the staff’s views that have been communicated in comment letters in recent years. The updates emphasize the staff’s position that the determination of whether an adjustment results in a misleading non-GAAP measure depends on a company’s individual facts and circumstances. The purpose of this alert is to provide an overview of the updates as well as a detailed comparison of the previous and new C&DIs.

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