Non-GAAP: Equal Prominence
What to check in your filing: In earnings releases and MD&A, present the GAAP measure first and with at least equal emphasis, including headlines, bullets and tables.
8 staff comments from 7 companies. Outcomes: Awaiting / response not in dataset: 3, Agreed to revise: 3, Responded: 2
Sunstone Hotel Investors, Inc. (SHO, SHO-PH, SHO-PI) · 2026-04-13 · Form 10-K for the year ended December 31, 2025 Filed on February 27, 2026 Form 8-K filed on February 27, 2026 · Comment 1 · Unaudited Selected Statistical and Financial Data, page 2 Responded
Staff comment: We note your presentation of Adjusted FFO Attributable to Common Stockholders per Diluted share here and as part of your 2026 Outlook. In future periodic filings, please present with equal or greater prominence the most directly comparable measure calculated in accordance with GAAP for this non-GAAP financial measure. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10(a) of the Division's Corporation Finance Interpretations on Non-GAAP Financial Measures. letter →
Company response: * * * * * response letter →
VISA INC. (V) · 2026-03-31 · Form 10-K for Fiscal Year Ended September 30, 2025 · Comment 1 · Non-GAAP financial results, page 41 Awaiting / response not in dataset
Staff comment: To avoid giving undue prominence to your non-GAAP results, please revise to present and discuss your non-GAAP results after your discussion and analysis of GAAP results. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Corporation Finance Interpretations 102.10(a). Results of Operations Net revenue, page 45 2. Increases in each component of net revenue appear to be primarily volume related. This factor appears to recur annually as the primary factor impacting your net revenue. Please discuss to the extent identifiable factors, such as macro-economic conditions and others, are the cause for the increased volume. To the extent there are known trends in the factors that materially impact… letter →
ROCKWELL AUTOMATION, INC (ROK) · 2026-03-18 · 10-K filed November 12, 2025 · Comment 2 · Page 2 Awaiting / response not in dataset
Staff comment: We note your presentation of total segment operating margin. In addition to addressing the above comments related to total segment operating earnings, please revise to disclose the most directly comparable GAAP measure, operating income margin, with equal or greater prominence as required by Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. letter →
ROCKWELL AUTOMATION, INC (ROK) · 2026-03-18 · 10-K filed November 12, 2025 · Comment 5 · Supplemental Information, page 5 Awaiting / response not in dataset
Staff comment: Please expand your disclosures surrounding your non-GAAP measures, return on invested capital and adjusted EBITDA, to present the most comparable GAAP measures with equal or greater prominence. Refer Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. letter →
HAWKINS INC (HWKN) · 2026-02-27 · Hawkins, Inc. Form 10-K for Fiscal Year Ended March 30, 2025 Form 8-K Furnished January 28, 2026 · Comment 3 · Note 15 - Segment Information, page 45 Agreed to revise
Staff comment: You disclose here there are no intersegment sales. On page 1 under Business you disclose the Industrial Group ("Industrial") repackages water treatment chemicals for the Water Treatment Group ("Water Treatment"), there are significant synergies between Water Treatment and Industrial regarding chemicals sold by Water Treatment derived from large volume of chemicals purchased by Industrial, and Water Treatment and Industrial share certain resources. In view of this, please describe for us and disclose as appropriate the relationship between these two groups such that no intersegment sales occur. Also, describe for us and disclose as appropriate how the costs of resources shared between these… letter →
Company response: The sales and supply functions of our Industrial Group and Water Treatment Group largely operate independently of one another. However, the Company is well-positioned to realize supply chain synergies by leveraging the aggregate purchasing power of both groups. For example, because of the large volumes of raw material purchased by the Company as a whole, both groups are able to participate in favorable supplier pricing arrangements. In most cases where the Water Treatment Group has purchased raw materials in bulk, the purchases have been made directly by the Water Treatment Group at the same negotiated prices enjoyed by the Industrial Group. There are situations in which the Industrial… response letter →
HEALTHEQUITY, INC. (HQY) · 2026-01-27 · Form 10-K for Fiscal Year Ended January 31, 2025 · Comment 1 · Key financial and operating metrics, page 35 Responded
Staff comment: We note that you present a discussion of non-GAAP measures prior to your discussion of GAAP results. Please revise to present the discussion and analysis of your GAAP measures with equal or greater prominence than your non-GAAP discussion. Refer to Item 10(e)(1)(i)(A) of Regulation S-K and the guidance in Question 102.10(a) of the Non- GAAP Financial Measures Compliance and Disclosure Interpretations. letter →
Company response: to this comment, commencing with our FY 2026 Form 10-K, we will move the sections entitled “Adjusted EBITDA” and “Non-GAAP net income,” which include a discussion of non-GAAP financial measures, from their current location to a new section to be captioned “Non-GAAP financial measures” that follows the “Results of operations” section, which contains a discussion of our GAAP results, so that our discussion and analysis of our GAAP measures have equal or greater prominence than our non-GAAP discussion. Our existing section titled “Key financial and operating metrics” will accordingly be renamed “Key operating metrics” to reflect the removal of these sections, as the sections “Adjusted EBITDA”… response letter →
Childrens Place, Inc. (PLCE) · 2026-01-27 · The Children's Place, Inc. Form 10-K for the Fifty-Two Weeks Ended February 1, 2025 Form 8-K filed April 11, 2025 Form 1 · Comment 3 · Exhibit 99.1, page 1 Agreed to revise
Staff comment: The second line item on page 1 reports the third consecutive quarter of adjusted profit and discussions on pages 3 and 4 discuss adjusted selling, general and administrative expenses and adjusted operating income leveraged basis points and percentages of net sales without presenting or discussing the most directly comparable GAAP measure with equal or greater prominence. Please revise future disclosures to comply with Item 10(e)(1)(i)(A) of Regulation S-K or explain why a revision is not necessary. Refer to Question 102.10(a) of the Staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. 4. Reference is made to page 7. Please tell us the Adjusted net income (loss)… letter →
Company response: We acknowledge the Staff’s comment and will revise future disclosures to comply with Item 10(e)(1)(i)(A) of Regulation S-K by presenting or discussing the most directly comparable GAAP measure with equal or greater prominence. Exhibit 99.1, page 7 4. Reference is made to page 7. Please tell us the Adjusted net income (loss) effective tax rate for each period presented and explain why it’s reasonable. In this regard, tell us your consideration of including current and deferred income tax expense commensurate with this non-GAAP measure of profitability. Refer to Question 102.11 of the Staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Response: We acknowledge… response letter →
Distribution Solutions Group, Inc. (DSGR) · 2025-12-18 · Form 10-K for Fiscal Year Ended December 31, 2024 Filed March 6, 2025 Form 8-K filed October 30, 2025 · Comment 2 · Exhibit 99.1, page 1 Agreed to revise
Staff comment: We note you reconcile adjusted EBITDA to net income, the most directly comparable GAAP measure. Your earnings release includes a table on page 1 and discussions on pages 1 and 2 of adjusted EBITDA without presenting or discussing the most directly comparable GAAP measure with equal or greater prominence. Please revise future disclosures to comply with Item 10(e)(1)(i)(A) of Regulation S-K or explain why a revision is not necessary. Refer to Questions 102.10(a) and 103.02 of the Staff’s Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. letter →
Company response: The Company respectfully acknowledges the Staff’s comment. The Company will include the most directly comparable GAAP measure with equal or greater prominence in future filings, beginning with the Company’s Form 8-K for the 4 th quarter 2025 earnings release. response letter →
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