Skip to content

Know the trap · Reading results

Non-GAAP measures: what a company's "adjusted" numbers leave out

Adjusted EPS, adjusted EBITDA and free cash flow explained: what SEC Regulation G and Item 10(e) require, with Nvidia, Tesla and Meta reconciliations.

Reviewed by Cityfort Research on , 4 min read

For learning only. Cityfort is not a registered investment adviser or broker-dealer and does not recommend buying or selling any security. Prices shown are dated and may be out of date.

What is a non-GAAP measure?

GAAP stands for generally accepted accounting principles: the US accounting rules behind the audited statements. A non-GAAP measure is a number the company builds itself. It leaves out amounts that the closest GAAP number includes, or includes amounts that it leaves out.[S1]

Common examples are "adjusted EPS", "adjusted EBITDA" and "free cash flow". EBITDA is profit before interest, tax, depreciation and amortization.

Operating counts such as users or cars delivered are not non-GAAP measures. Neither are ratios built only from GAAP figures and such counts.[S2]

Why do first-time readers get caught by them?

Earnings releases often show adjusted figures next to, or near, the official ones. Each company chooses its own adjustments, so two numbers with the same name can be built differently.

The adjusted number is the company's own measure. The reconciliation shows exactly what was left out.

What does Regulation G require?

Regulation G applies whenever a company makes a non-GAAP measure public. It must show the most directly comparable GAAP measure alongside.[S1]

It must also give a reconciliation: a table or other clear method showing the differences between the two. For past periods the reconciliation has to be in numbers.[S1]

The measure, read with everything around it, must not be misleading.[S1]

The rule also covers figures given on a call or webcast. In that case the GAAP figure and reconciliation go on the company's website, and the call says where.[S1]

What does Item 10(e) add for SEC filings and earnings releases?

Item 10(e) of Regulation S-K covers non-GAAP measures in SEC filings. The GAAP measure must appear with "equal or greater prominence".[S2]

The filing must also explain why management thinks the measure is useful to investors.[S2]

The same prominence and reconciliation rules apply to earnings releases furnished on Form 8-K under Item 2.02.[S4]

Item 10(e) also lists things a company must not do:[S2]

  • Put non-GAAP measures on the face of the GAAP financial statements or in their notes.
  • Give a non-GAAP measure a title the same as, or confusingly similar to, a GAAP title.
  • Remove a charge or gain as "non-recurring" if a similar one is reasonably likely within two years. The same applies if one happened in the prior two years.
  • Leave cash-settled charges out of a liquidity measure, except for EBIT and EBITDA.

What do the SEC staff's interpretations say?

The SEC's Division of Corporation Finance publishes its interpretations of these rules as questions and answers. The set on non-GAAP measures was last updated on Dec 13, 2022.[S3]

  • A measure that leaves out normal, recurring cash costs of running the business could mislead (Question 100.01).[S3]
  • A measure presented inconsistently between periods could mislead, unless the change is disclosed and explained. Earlier periods may need to be recast (Question 100.02).[S3]
  • Putting the non-GAAP measure first, including in a headline, gives it more prominence than the GAAP one (Question 102.10).[S3]
  • Free cash flow has no uniform definition, so the calculation should be described and reconciled. It must not be shown per share (Questions 102.07 and 102.05).[S3]

What does a real reconciliation look like?

Nvidia, quarter ended Jul 26, 2026. The release's summary shows the GAAP table first and the non-GAAP table below it.[S5] The reconciliation starts from GAAP net income:

In the filing · Reconciliation of GAAP to non-GAAP measures, three months ended Jul 26, 2026

GAAP net income $59,688 million[S5]

The official figure, from the income statement.

In the filing · Same table

Total pre-tax impact of non-GAAP adjustments ($7,251 million)[S5]

Mostly the removal of $7,771 million of net gains on equity securities, which are stakes in other companies.

In the filing · Same table

Income tax impact of non-GAAP adjustments $1,517 million[S5]

The tax effect of those adjustments, added back.

In the filing · Same table

Non-GAAP net income $53,954 million[S5]

Lower than GAAP net income here, because the adjustments removed gains rather than costs.

Diluted EPS was $2.46 under GAAP and $2.22 on Nvidia's non-GAAP basis.[S5]

Nvidia also changed its definition. From the first quarter of fiscal 2027, its non-GAAP measures no longer leave out stock-based compensation. It updated the earlier periods shown to match.[S5]

Tesla, fiscal 2025. GAAP net income attributable to common stockholders was $3,794 million. Tesla's non-GAAP version was $5,858 million.[S6]

The gap is stock-based compensation of $2,012 million after tax, plus $52 million of net digital-asset losses after tax. Diluted EPS was $1.08 under GAAP and $1.66 non-GAAP.[S6]

Tesla notes that from Q1 2025 its adjusted figures leave out digital-asset gains and losses, with prior periods adjusted.[S6]

Meta, quarter ended Sep 30, 2026. Meta's non-GAAP measures are revenue and advertising revenue excluding currency effects, and free cash flow.[S7]

Its free cash flow takes cash from operations of $32,786 million and subtracts property and equipment purchases of $33,942 million. It also subtracts finance-lease principal payments of $964 million, giving negative $2,120 million.[S7]

Meta says this free cash flow is not intended to represent residual cash available for discretionary spending.[S7]

How does Cityfort show these numbers?

Cityfort stock pages use the GAAP figures from the 10-K and 10-Q. A company's adjusted figures appear only in their own block, labelled as the company's measure.

Each sits next to the nearest GAAP number, with one plain line on what the company leaves out. See the Nvidia, Tesla and Meta pages for examples.

To see where these tables sit in a results filing, read how to read a US earnings release.

Check yourself

3 questions on what this page explains. Nothing is saved or scored.

  1. Q1 · Under Regulation G, what must accompany a non-GAAP measure a company makes public?
    Show the answer

    The answer: The most directly comparable GAAP measure and a reconciliation to it

    Regulation G requires the most directly comparable GAAP measure and a reconciliation of the differences, which must be quantitative for past periods.[S1]

  2. Q2 · In Nvidia's Q2 fiscal 2027 release, why was non-GAAP net income lower than GAAP net income?
    Show the answer

    The answer: Its adjustments removed net gains on equity securities

    The reconciliation took $7,771 million of net gains on equity securities out of other income. Non-GAAP net income came to $53,954 million, against $59,688 million under GAAP.[S5]

  3. Q3 · What did the SEC staff say about a free cash flow measure?
    Show the answer

    The answer: It has no uniform definition, so the calculation should be described and reconciled

    The staff's interpretation says free cash flow has no uniform definition and its title does not say how it is calculated, so a clear description and a reconciliation should go with it.[S3]

Questions people ask

Is free cash flow a GAAP number?
No. The SEC staff treats it as a non-GAAP measure with no uniform definition, so a clear description of how it is calculated and a reconciliation should go with it.[S3]
Can a company show non-GAAP earnings per share?
Yes. The SEC staff says non-GAAP per-share performance measures are not prohibited and should be reconciled to GAAP EPS. Measures of cash generated, such as free cash flow, must not be shown per share.[S3]
Do the rules cover what executives say on an earnings call?
Yes. Regulation G covers non-GAAP measures made public orally or by webcast too. It meets the GAAP-figure and reconciliation requirements if the GAAP figure and the reconciliation are on its website and the call says where.[S1]
Are user numbers or deliveries non-GAAP measures?
No. Operating and statistical measures, such as users or units delivered, fall outside the definition. Ratios built only from GAAP figures and such operating measures are also excluded.[S2]

Sources

  1. S117 CFR Part 244 (Regulation G): §244.100 general rules and §244.101 definitions (eCFR, up to date as of Oct 23, 2026) · Electronic Code of Federal Regulations (eCFR)Tier 1: company or exchange filing · Oct 23, 2026
  2. S217 CFR 229.10(e) (Regulation S-K Item 10(e)): use of non-GAAP financial measures in Commission filings (eCFR, up to date as of Oct 23, 2026) · Electronic Code of Federal Regulations (eCFR)Tier 1: company or exchange filing · Oct 23, 2026
  3. S3Non-GAAP Financial Measures: Corporation Finance Interpretations (formerly C&DIs), Questions 100.01, 100.02, 102.05, 102.07 and 102.10, last updated Dec 13, 2022 · U.S. Securities and Exchange Commission, Division of Corporation FinanceTier 1: company or exchange filing · Dec 13, 2022
  4. S4Form 8-K General Instructions, Item 2.02 (Results of Operations and Financial Condition), Instruction 2 (form version SEC 873, 02-25), accessed Oct 27, 2026 · U.S. Securities and Exchange CommissionTier 1: company or exchange filing · Oct 27, 2026
  5. S5NVIDIA Corp: Q2 fiscal 2027 earnings press release (Form 8-K, Exhibit 99.1), summary table, Non-GAAP Measures note and GAAP to non-GAAP reconciliation · NVIDIA Corporation (SEC EDGAR)Tier 1: company or exchange filing · Aug 26, 2026
  6. S6Tesla, Inc.: Q4 and FY2025 Update (Form 8-K, Exhibit 99.1), financial summary and reconciliation of GAAP to non-GAAP financial information · Tesla, Inc. (SEC EDGAR)Tier 1: company or exchange filing · Jan 28, 2026
  7. S7Meta Platforms, Inc.: Third Quarter 2026 results (Form 8-K, Exhibit 99.1), Non-GAAP Financial Measures and reconciliation of GAAP to non-GAAP results · Meta Platforms, Inc. (SEC EDGAR)Tier 1: company or exchange filing · Oct 21, 2026

All terms, guides, traps and cases on Learn

Disclaimer

For learning only. Cityfort is not a registered investment adviser or broker-dealer and does not recommend buying or selling any security. Prices shown are dated and may be out of date.

Investing in securities involves risk, including loss of capital. Before making any investment decision, do your own research and consider consulting a registered investment adviser or other qualified professional.

Cityfort, its owners and contributors may or may not hold securities of companies covered. Cityfort is not paid by any company it covers. Content is not an offer or solicitation to buy or sell any security, including in any initial public offering.

Read the full disclaimer

Cityfort publishes general educational content that explains how listed companies work. Cityfort is not registered with the US Securities and Exchange Commission or any state securities regulator as an investment adviser, and is not a broker-dealer or a member of FINRA. Cityfort does not provide investment, tax or legal advice, recommendations, ratings, price targets or any opinion on whether to buy, sell or hold any security. Nothing on the site is tailored to any person's circumstances.

All information is taken from publicly available sources, mainly company filings with the SEC, which are listed on each page with dates. We work to keep it accurate and correct errors publicly, but we do not guarantee that it is complete, accurate or up to date. Any market price or price-based ratio shown is dated, may be out of date by the time you read it, and is included only to explain concepts.

Statements by company management, including forward-looking statements and guidance, are reported as the company's statements, with their date and source; they are not our forecasts. Adjusted (non-GAAP) figures are the company's own measures and are shown next to the official (GAAP) figures.