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The effect of compensation and board quality
on non-GAAP reporting decisions
Helena Isidro
ISCTE IUL Business School
Av das Forccedilas Armadas 1649-026 Lisboa Portugal
HelenaIsidroisctept
Ana Marques
NOVA School of Business and Economics
Campus de Campolide 1099-032 Lisboa Portugal
ana_marquesnovasbept
May 2011
The authors appreciate the valuable comments received at the 2011 IAS mid-year meeting and at the 2011 European
Accounting Association annual congress This research was supported by the Foundation for Science and
Technology in Portugal (grant PTDCEGE-GES1037702008) Ana Marques‟ research was also supported by a
Marie Curie International Reintegration Grant within the 6th
European Community Framework Program We are
grateful for the excellent research assistance of Arash Aloosh
Corresponding author Tel +351918080250
1
The effects of compensation and board quality
on non-GAAP reporting decisions
Abstract
This study reports international evidence on the impact of compensation and board
quality on the voluntary disclosure of non-GAAP earnings numbers We find that compensation
contracts linked to firm performance are associated with a higher probability of disclosure of
non-GAAP figures in the earnings announcement‟s press release Furthermore when this type of
compensation is used firms tend to report non-GAAP figures in the title of the press release
make more adjustments for recurring items and avoid reporting reconciliations We also show
that an efficient governance structure of the board of directors can help restrain these
discretionary disclosure decisions regarding non-GAAP reporting
Key words non-GAAP financial measures pro forma earnings compensation
corporate governance
2
1 Introduction
Financial reporting rules on both sides of the Atlantic allow firms a considerable level of
discretion on how to report their financial performance to external users of financial information
Some of the performance measures reported follow generally accepted accounting principles
(GAAP) and are disclosed in audited financial reports while others are ad-hoc measures prepared
by managers that do not follow GAAP These last measures are often denoted as ldquonon-GAAPrdquo
ldquopro formardquo or ldquoalternative performancerdquo measures Managers argue that reporting non-GAAP
disclosure helps to convey relevant information about firm performance to the users of financial
information On the other hand critics of non-GAAP reporting suggest that firms use non-GAAP
disclosures opportunistically in an attempt to influence users‟ perception about their financial
performance
The use of non-GAAP information to signal or to manipulate the perception of firm
performance depends on incentives and corporate controls When compensation is linked to
firm‟s performance managers face stronger incentives to influence voluntary disclosures in an
opportunistic way (Bamber et al 2010) as this can lead to an appreciation of the market value of
firms‟ shares Conversely when corporate governance mechanisms are efficient there should be
less opportunistic use of non-GAAP disclosures For example the independence of outside
directors (Frankel et al 2011) and the presence of institutional investors (Jennings and Marques
2011) have been found to decrease opportunistic non-GAAP reporting
We investigate the impact of compensation incentives and the governance practices of the
board of directors on the following reporting practices usually associated with opportunistic
reporting (eg Doyle et al 2003 Bowen et al 2005 Elliott 2006 Black and Christensen 2009
3
Marques 2010 Zhang and Zheng 2011) (i) the decision to disclose non-GAAP earnings
measures in annual earnings announcements (ii) the decision to make adjustments for recurring
items to GAAP figures to calculate non-GAAP earnings (iii) the prominence given to these
measures in the press release and (iv) the decision to disclose a reconciliation justifying
differences between non-GAAP earnings and the corresponding GAAP measure These four
decisions may be used by firms in a discretionary way potentially misleading investors and
diminishing the efficient functioning of capital markets In fact Howard Scheck chief
accountant at the Securities and Exchange Commission‟s Division of Enforcement has recently
named the disclosure of non-GAAP figures as a ldquofraud risk factorrdquo (Leone 2010) Strong
corporate controls translated into better board quality can help counteract the opportunistic use
of these non-GAAP disclosures
We perform our tests using a set of European firms as research on non-GAAP
disclosures outside the US is still scarce and the lack of strict rules on non-GAAP reporting in
Europe makes the European environment more prompt to the opportunistic use of non-GAAP
information1 Concerns about the discretionary use of non-GAAP information have been recently
voiced by European entities such as the EFRAG ndash the European Financial Reporting Advisory
Group The group analyzed a small sample of firms and discovered that (i) non-GAAP measures
disclosed were calculated differently by different firms and (ii) the adjustments made vary not
only among firms but also sometimes over time and conclude that ldquoan element of personal
preferencerdquo may also be involved Hence our findings can inform regulators about the
effectiveness of internal incentives and controls over non-GAAP reporting and consequently
assess the need for regulation regarding non-GAAP reporting
1 Some of the firms in our sample are also listed in the US and therefore subject to US non-GAAP rules
(Regulation G) We control for this fact in our empirical analysis
4
Our sample is drawn from the Financial Times 2006 list of the 500 largest European
firms After eliminating all financial firms and utilities and considering missing data issues our
final sample consists of 805 firm-year observations for fiscal years 2003 2004 and 2005 For
each firm we gather non-GAAP data directly from the annual earnings press release This
ensures us that we have information on all disclosures made by managers and that the numbers
collected are indeed the ones that managers decided to disclose (without need of use of a proxy
such as analysts‟ actual earnings figures) The data reveals that non-GAAP disclosures are very
common in Europe and that most of the non-GAAP figures are higher than the GAAP
comparable measures which is consistent with US disclosures and can be seen as an indication
of an interest to influence investors‟ perceptions (Bhattacharya et al 2003)
Our empirical results indicate that when compensation is linked to firms‟ performance the
propensity to disclose non-GAAP earnings significantly increases even after controlling for
other firm determinants of non-GAAP disclosure previously identified (eg Lougee and
Marquardt 2004 and Isidro and Marques 2010) This finding suggests that the market reacts to
non-GAAP earnings and firms are aware of this and interested in reaching higher price levels2
As expected we also find that good corporate governance translated into an efficient board of
directors reduces the propensity to disclose non-GAAP figures
Regarding managers‟ adjustments to GAAP earnings we observe that firms adjust for
recurring items (RampD expenses depreciation expenses stock-based compensation and tax-
related values) more often when compensation contracts are linked to market performance
However board quality does not counteract this effect This may be because the board does not
have detailed information on how recurring the items excluded can be
2 An alternative explanation is that non-GAAP measures are also used in compensation contracts Our data does not
allow us to explore this alternative explanation
5
We next analyze whether compensation influences the positioning of the non-GAAP
financial measures The emphasis given to these measures in the press release has been shown to
affect investors‟ perception of firms‟ performance (eg Elliott 2006) and thus firms may
intentionally give more prominence to non-GAAP measures We observe that the majority of
firms give higher emphasis to non-GAAP information than GAAP information in the press
release which suggests an opportunistic behaviour It also shows that firms do not follow the
recommendation of the Committee of European Securities Regulators (CESR) the European
market regulator to present non-GAAP measures in a less prominent way than GAAP measures
More importantly we find a higher probability of presenting non-GAAP measures in the title of
the press release when managers‟ compensation is linked to the firm‟s market performance The
quality of the board of directors seems to reduce the practice of reporting non-GAAP measures
in a more prominent location of the press release This suggests that if firms use the positioning
of non-GAAP figures in the press release with the intent to boost investors‟ perception of firm
performance a strong monitoring mechanism can limit that practice
Finally we find there is a higher probability of firms not disclosing information that
permits investors to reconcile non-GAAP with GAAP earnings when compensation is associated
with performance However board quality has no significant influence on this reporting
decision
This paper adds to two streams of literature corporate governance and non-GAAP
reporting To our knowledge only one other paper studies the association between compensation
and non-GAAP reporting Black et al (2011) The authors contend that compensation contracts
can either encourage or discourage opportunistic reporting of non-GAAP measures depending
on the horizon of the contracts We provide evidence that compensation tied to market
6
performance creates incentives to engage in non-GAAP disclosures that are consistent with
opportunistic reporting We also show that efficient internal governance mechanisms can help
mitigate some of the opportunistic reporting practices Our findings add to previous research
showing that board independence curbs opportunistic non-GAAP disclosures (Frankel et al
2011 Jennings and Marques 2011) Our results can assist European regulators and other users
interested in judging whether good governance practices at the board level are sufficient in
reducing opportunistic use of non-GAAP information (and thus substitute regulation)
The paper is organized as follows The next section presents the hypotheses development
and discusses the relevant prior literature The third section describes the data and sample
Section four outlines the research design and reports the descriptive statistics Section five
presents the empirical results on the association between compensation board quality and non-
GAAP reporting decisions The last section concludes the study
2 Hypotheses development
While some academic research presents evidence consistent with managers‟ claims that
non-GAAP measures convey relevant information to investors about core earnings (eg
Bhattacharya et al 2003 and Brown and Sivakumar 2003) other studies suggest that firms use
non-GAAP disclosures in an attempt to pass a more favorable impression of performance (eg
Doyle et al 2003 Bowen et al 2005 Black and Christensen 2009 Isidro and Marques 2010)
Possibly both types of situations co-exist in markets We do not argue that non-GAAP
disclosures are always opportunistic Nor do we try to identify those that are opportunistic What
we do is to analyze two mechanisms (compensation contracts and governance quality) that are
likely to affect firms‟ opportunistic non-GAAP reporting
7
21 Performance-based compensation and non-GAAP reporting decisions
Agency theory indicates that performance-based compensation is a way to align
managers and shareholders interests (eg Jensen and Murphy 1990) Performance-pay incentives
can encourage managers to increase shareholders wealth but can also create incentives to
manipulate financial information (eg Holthausen et al 1995) Aboody and Kasznik (2000)
document changes in share prices and analyst earnings forecasts around option awards
suggesting that CEOs manage investors‟ expectations around award dates by delaying good news
and rushing forward bad news The authors suggest ldquothat CEOs make opportunistic voluntary
disclosures that maximize their stock options compensationrdquo Although compensation is not
usually linked to non-GAAP numbers non-GAAP disclosures can be used opportunistically to
enhance the market valuation of the firm and thus increase performance-based compensation
In a recent paper Black et al (2011) find an association between opportunistic non-
GAAP disclosures and compensation contracts They show that in the US compensation
contracts can mitigate opportunistic non-GAAP reporting but only if they include a long-term
performance plan for top management The authors suggest that bonus compensation that
focuses on short-term performance is likely to encourage opportunistic non-GAAP reporting We
are interested in investigating whether the association between non-GAAP reporting practices
and managers‟ compensation exists outside the US context where there are no strict rules on
non-GAAP disclosures and investors react differently to non-GAAP information (eg Anderson
and Hellman 2007) Based on prior evidence we hypothesize that performance-based
compensation motivates firms to engage in opportunistic non-GAAP reporting in order to
increase the short-term value of their bonuses and stock options
8
We rely on previous research to identify non-GAAP reporting decisions that are likely to
indicate opportunistic behavior Specifically we consider four reporting decisions (i) whether or
not to disclose a non-GAAP earnings figure in the earnings announcement press release (ii) the
exclusion of recurring items from GAAP numbers when calculating a non-GAAP measure (iii)
the prominence given to the non-GAAP measures in the press release and (iv) the disclosure or
not of reconciliation between GAAP earnings and the non-GAAP figures
The first decision that we consider is whether managers disclose a non-GAAP measure in
the press release or not While the disclosure may be motivated by altruistic reasons the fact
that non-GAAP typically portrays better performance than GAAP suggests that a disclosure can
be used for opportunistic reasons In fact the objective of CESR‟s 2005 recommendation is ldquoto
ensure that investors are not misled through the use of alternative performance measuresrdquo As
compensation linked to performance can encourage voluntary disclosures that boost firms‟
market performance we expect a positive association between manager compensation and a non-
GAAP disclosure decision We state part A of our first hypothesis as follows
H1A The propensity to disclose non-GAAP earnings in earnings announcements‟ press
releases is higher when compensation is linked to the performance of the firm
The second decision studied is the type of adjustments firms do to GAAP earnings Firms
typically exclude from GAAP earnings expenses such as extraordinary items which they claim
to be non-recurring But empirical research shows that firms also exclude recurring expenses
such as depreciation stock-based compensation and research and development and that this
practice is associated with opportunistic motives (eg Black and Christensen 2009) We expect
9
that firms where compensation is linked to performance to make adjustments for recurring items
more frequently than others when calculating their non-GAAP figures We define hypothesis 1B
as indicated below
H1B The probability of firms adjusting GAAP earnings for recurring items when
calculating their non-GAAP figures is higher when compensation is linked to
performance
The third decision we analyze is what prominence firms give to non-GAAP earnings
numbers in the press release Paragraph 29 of CESR‟ recommendation on alternative
performance measures states ldquoit can be observed that issuers tend to present alternative
performance measures sometimes even more prominently that the defined measuresrdquo In order to
ensure that investors are not misled the committee recommends that non-GAAP measures are
given less prominence than GAAP earnings figures In the US literature on the emphasis given
to non-GAAP figures indicates that managers give more prominence to these metrics when they
portray better firm performance than GAAP numbers (Bowen et al 2005 Elliott 2006 Allee et
al 2007) Based on this literature we expect that firms where compensation is tied to
performance to give higher emphasis to non-GAAP figures and thus part C of our first
hypothesis is as follows
H1C The prominence given to non-GAAP figures in the press release is higher when
compensation is linked to the performance of the firm
10
The fourth decision that we investigate is whether firms choose to disclose a
reconciliation between non-GAAP and GAAP numbers in the press release or not Elliott‟s
(2006) experimental results indicate that the effects of prominence of non-GAAP financial
measures in earnings announcements can be mitigated by including a reconciliation Marques
(2010) shows that reconciliations are informative to investors even after controlling for the
information content of other financial statements Furthermore Zhang and Zheng (2011) find
that before regulation G was put in place in the US the mispricing of non-GAAP earnings
existed only in firms that did not disclose a tabular reconciliation These findings suggest that
market participants‟ can interpret the adjustments made by managers and reflect them on their
decisions if the necessary information is provided Thus if firms are interested in altering users‟
perceptions of their earnings (maximizing stock compensation) we would expect them not to
disclose a reconciliation in the earnings announcements‟ press releases even though CESR‟
recommendation states that firms should ldquodefine the components included in an alternative
performance measurerdquo (paragraph 22) and explain the differences between GAAP and non-
GAAP figures which ldquomight be through a reconciliationrdquo (paragraph 25) This results in part D
of our first hypothesis
H1D The probability of not disclosing a reconciliation between non-GAAP and GAAP
earnings is higher when compensation is linked to the performance of the firm
22 Board quality and non-GAAP reporting decisions
Corporate governance mechanisms that limit opportunistic management behavior benefit
all stakeholders (Ashbaugh-Skaife et al 2006) As a result of less opportunistic reporting
11
strategies better governed firms tend to make more informative disclosures (Beekes and Brown
2006) Furthermore when good practices are in place corporate governance mechanisms can
counterbalance the weakness of regulation (Klapper and Love 2004) The intuition according to
Durnev and Kim (2005) is that good corporate governance ldquoplays a more important role in
alleviating the harmful effects of ineffective legal framework when regulation is weakrdquo Thus
we expect good governance practices to be particularly important in preventing opportunistic
non-GAAP reporting in Europe as there is no regulation Given that the board of directors is the
central internal control mechanism for monitoring managers (Fama 1980) we focus the analysis
of the effect of corporate governance on non-GAAP opportunistic reporting on the quality of the
board
To the best of our knowledge there are only two papers that analyze the effect of boards
on non-GAAP disclosures Frankel et al (2011) and Jennings and Marques (2011) both using
US data These studies analyze only one characteristic of the board the independence of its
members Their results indicate that independence of outside directors is associated with better
non-GAAP disclosures We extend these findings by measuring board quality via a score of
board characteristics as literature has established independence to be one important factor of the
efficiency of the board but not the only one The use of scores is common practice in the
corporate governance literature as it allows to take into the consideration the complexity and the
interactions of governance systems (eg Gompers et al 2003 Brown and Caylor 2006
Bebchuck et al 2009 Aggarwal et al 2009) In our score we consider independence and among
other things that busy boards are associated with weak corporate governance (Fich and
Shivdasani 2006) by evaluating attendance that when the CEO also holds the position of the
chairman of the board internal control systems may fail (Jensen 1993) due to the concentration
12
of decision management and decision control in one individual and that the independence of
committees is also important (Karamanou and Vafeas 2005) We expect to find a negative
association between our board quality score and the proxies for opportunistic reporting practices
indicating that better governed firms make more informative non-GAAP disclosures We divide
the hypothesis linked to board quality in four parts as follows
H2A The propensity to disclose non-GAAP earnings in earnings announcements‟ press
releases is lower when the board of directors follows more desirable corporate
governance standards
H2B The probability of firms adjusting GAAP earnings for recurring items when
calculating their non-GAAP figures is lower when the board of directors follows more
desirable corporate governance standards
H2C The prominence given to non-GAAP figures in the press release is reduced when
the board of directors follows more desirable corporate governance standards
H2D The probability of not disclosing a reconciliation between non-GAAP and GAAP
earnings decreases when the board of directors follows more desirable corporate
governance standards
3 Data and sample
13
We begin our sample selection process with all firms included in the Financial Times
2006 classification of the 500 largest European firms which is based on the 2005 financial
reports The selection criteria results in a sample of large firms that are followed carefully by all
agents in the financial markets We eliminate from the sample financial institutions and utilities‟
firms as these are subject to specific regulations After removing firms-years with missing press
releases the sample comprise 805 observations representing 318 firms from 20 European
countries for the period 2003 to 2005 For every one of these firm-years we obtain financial data
from WorldscopeDatastreamIBES For data on managers‟ compensation and board
characteristics we rely on the data provided by Institutional Shareholder Services (ISS) The data
on ownership is collected from LionShares
We hand-collect non-GAAP information from press releases of the annual earnings
announcements which are obtained via Factiva or the firms‟ websites We collect information
about the manager-adjusted non-GAAP financial measures from the press release in order to
obtain the most accurate information about managers‟ disclosures To be conservative when the
label given to the earnings measure was dubious we did not consider these as non-GAAP
financial measures3 We also hand-collect whether or not the firms disclose a reconciliation
Given that the CESR does not recommend the use of a tabular reconciliation we consider that
firms disclose a reconciliation if information about the adjustments is presented even if this is
part of the text of the press release
When reading the annual earnings announcements‟ press releases it became clear that the
voluntarily disclosure of non-GAAP financial measures was widespread in European firms An
analysis of the data collected reveals that in all industries the majority of the firms disclose non-
3 It is also important to take into consideration that we only collect non-GAAP measures that in some way portray a
firm‟s results (ie all sorts of earnings numbers) Thus we ignore measures related with other aspects of a firm‟s
performance (sales for example)
14
GAAP measures (Table 1 Panel A)4 In fact 80 of the press releases include at least one non-
GAAP earnings figure This practice is more prevalent in manufacturing materials and
electronics and transportation and communication though
Panel B of Table 1 indicates that GAAP earnings are often adjusted for items that are
considered recurring such as RampD expenses depreciation expenses stock-based compensation
and tax-related values (63 of observations) That practice is common across all industries
Further we calculate how many of the non-GAAP numbers are a result of adjusting for revenue
items instead of expenses (ie cases where the non-GAAP number is lower than the GAAP
figure) We find that this happens in only 11 of the non-GAAP disclosures
Disclosing firms typically report non-GAAP earnings measures in a more prominent
location of the press release than GAAP earnings figures (Table 1 Panel C) In fact firms give a
higher emphasis to non-GAAP earnings in 83 of the cases where such a number is present in
the press release As non-GAAP earnings figures are usually higher than the corresponding
GAAP figures this evidence suggests an intention to depict a better picture of firms‟
performance which can lead to higher compensation5 The most common location where
managers disclose non-GAAP earnings is the area of subtitles or highlights of the press release
ie right after the title and before the text Furthermore the emphasis given to non-GAAP
figures varies significantly across industries
Panel D of Table 1 shows the percentage of firms that disclose a reconciliation in their
press release given that a non-GAAP disclosure was made Our findings indicate that in
approximately 66 of the cases firms choose to disclose some kind of reconciliation between the
non-GAAP measures and the corresponding GAAP figures This means there are still firms that
4 Industry classification is based on the two-digit SIC codes
5 This evidence should be interpreted with caution as most of the adjustments to GAAP earnings are income-
decreasing (Hitz 2010)
15
do not follow the CESR recommendation of defining the components included in their
alternative performance measures Further analysis reveals that only 36 disclose a tabular
reconciliation
ltInsert table 1 heregt
Finally we calculate the percentage of the sample firms that simultaneously adjust for
recurring items and give a higher prominence to non-GAAP earnings measures than to GAAP
earnings figures in the press release as these practices can easily be classified as misleading
Untabulated results indicate that over 60 of firms adjust for recurring items while at same time
give more emphasis to non-GAAP numbers Although this descriptive evidence seems to
indicate the existence of many cases of opportunistic reporting of non-GAAP it is still possible
that some firms do report non-GAAP to transfer private information to the market These
observations if they exist will work against us finding results which support our expectations
4 Research design and descriptive results
Our hypotheses assess the effect of compensation and board quality on firms‟ non-GAAP
reporting decisions that are likely to indicate opportunistic reporting This association is studied
using the following model
Non-GAAP reporting decision =
f (Compensation + Board quality + Other firm incentives)
16
We measure the dependent variable non-GAAP reporting decision in four alternative
ways in accordance with the hypotheses presented in section 2 Firstly we consider whether or
not a firm discloses a non-GAAP measure in the annual earnings announcement press release In
this case function f takes the form of a logistic regression where the dependent variable is non-
GAAP disclosure an indicator variable coded as one when the firm reports non-GAAP figures in
the earnings announcement press release and zero otherwise
Secondly we study the choice of adjustments made to GAAP earnings in the calculation
of non-GAAP figures Recurring adjustments is an indicator variable taking the value of one if
the firm excludes from GAAP earnings recurring items such as RampD expenses depreciation
expenses stock-based compensation items and tax-related and zero otherwise In this case
function f takes the form of a logistic regression
Thirdly we look at the emphasis given to the first non-GAAP measure disclosed - the
categories used in the classification of the variable non-GAAP emphasis are as follows (1) title
(2) subtitle or highlights (3) first or second paragraph (4) third paragraph or lower In this case
the function f takes the form of a multinomial logistic regression where the dependent variable is
coded as one two three or four according to the emphasis given and five otherwise (ie when
the non-GAAP measure is disclosed in a less prominent location of the press release near the
financial statements or no non-GAAP measure is disclosed)6
Lastly we analyze whether managers disclose information regarding the reconciliation
between non-GAAP earnings and the corresponding GAAP measure (in a tabular format or
through written explanations) To be consistent with the previous analyses where we expect the
voluntary reporting decision to be positively (negatively) associated with compensation (board
6 Category five joins the cases where non-GAAP figures are disclosed in the financial statements and the cases
where no non-GAAP numbers are disclosed as in some countries (eg Spain) financial statements have rigid
formats leaving no room for non-GAAP measures This is mentioned in Appendix 1 of the 2009 EFRAG report
17
quality) we define NoReconciliation in the negative way ie as an indicator variable coded as
one if the firm does not report a reconciliation between non-GAAP and the corresponding GAAP
earnings measure in the annual announcement‟ press release and zero otherwise The function f
takes the form of a logistic regression
Compensation is an indicator variable coded as one when directors receive all or a part of
their fees in stock and options grants which are aligned with the firm market performance7
Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009)8 For
each of the 11 board characteristics considered a value of one is assigned whenever the board
attribute is present and a value of zero is attributed otherwise Then all the attributes‟ values are
added to form a board quality score Table 2 presents the percentage of observations where the
criteria used to measure board quality and managers‟ compensation are met The CEO is not the
chairman of the board in more than 90 of the cases there is no former CEO on the board in
835 of the cases and the CEO does not have related-party transactions in 678 of cases On
the other hand the attendance of most board meetings is relatively low (in only 354 of cases
all directors have attended at least 75 of the meetings) The independence of board committees
also varies Compensation committees are predominantly independent but audit committees have
only a majority of independent members in 86 of the cases Regarding compensation we find
that in 606 of the firm-years directors receive all or a portion of their fees in stock and option
grants that are aligned with the firm‟s market performance Thus performance-based
compensation is a wide-spread practice in our sample
7 We recognize that a continuous variable (as the percentage of total compensation that is paid in stock and options
grants which are aligned with company market performance) might be more informative than an indicator variable
However we were unable to find such information for the sample firms 8 Aggarwal et al (2009) consider 25 board attributes and 10 compensation and ownership attributes We included
only 11 attributes in our score because the remaining attributes are coded missing for more than one quarter of the
sample
18
ltInsert table 2 heregt
Other firm incentives refer to firm specific characteristics that affect non-GAAP reporting
choices We consider the following disclosure incentives The proportion of institutional and
insider ownership as a strong presence of these shareholders reduces the need for public
voluntary disclosures (eg Schadewitz and Blevins 1998 and Eng and Mak 2003)9 Consensus
beating (indicator variable coded one if non-GAAP earnings meet or beat the analysts‟ consensus
forecast and GAAP earnings do not and zero otherwise) and analyst following (log of the
number of analysts following the firm) proxy for the influence of financial analysts on non-
GAAP reporting Following previous studies on the determinants of non-GAAP disclosures (eg
Lougee and Marquardt 2004 and Marques 2006) we also include the proportion of intangibles
(intangibles to total assets) special items (indicator variable coded as one if the firm reports
special items and zero otherwise) earnings variability (standard deviation of earnings to assets in
the previous three fiscal years) size (log of market value) and leverage (debt to total assets)
Finally we control for firms that cross-list in US markets as these firms are subject to strict
regulations regarding non-GAAP disclosures (Regulation G)
Table 3 reports descriptive statistics on the financial characteristics of the sample used in
the multivariate analysis A comparison of the first two lines of Table 3 Panel A reveals that the
mean of non-GAAP EPS is 367euro while the mean of the GAAP EPS is just 271euro10
This result is
in line with findings of other studies as firms tend to adjust their GAAP figures mainly by
9 Insider ownership considers ownership positions held by non-buy-side entities such as officers directors public
and private companies and ESOPs Thus it includes managers families financial institutions and other firms 10
Sometimes firms disclose more than one non-GAAP earnings figure in their press release When that happens we
use the first non-GAAP figure disclosed by the firm (ie the one to which more emphasis is given in the press
release) to calculate the mean non-GAAP EPS
19
excluding expenses which leads to non-GAAP figures higher than the comparable GAAP
number This practice has caused concerns among regulators and investors as often it leads to the
presentation of a positive non-GAAP earnings number while the corresponding GAAP earnings
figure is in fact a loss IOSCO (the International Organization of Securities Commission) issued
a cautionary statement in 2002 where it stated problems arise if non-GAAP measures are used in
such a way ldquoas to obscure the financial results determined according to GAAP or provide and
incomplete description of true financial resultsrdquo
On average institutional investors hold 28 of the firms‟ shares and insider investors
hold 23 of the shares The average sample firm is followed by 17 analysts (corresponding to a
log of 402) has market capitalization around 14500 thousand Euros (a log of 884) and a debt
to assets ratio of 28 Panel B of Table 3 reports frequencies for the discrete variables In
approximately one third of the cases non-GAAP earnings is higher than analysts‟ forecasts while
GAAP earnings measures show that the firm does not meet the consensus Some of the sample
firms are cross-listed in US markets (36) and most report special and extraordinary items
(854)
ltInsert table 3 heregt
Table 4 presents the Pearson correlation matrix for the variables included in our
multivariate analysis Results indicate that performance-based compensation is positively
correlated with the decision to make a non-GAAP disclosure and the decision to not disclose
reconciliation information between non-GAAP and GAAP measures These correlations suggest
that compensation is an important determinant of non-GAAP disclosure decisions Apart of
20
compensation the decision to disclose a non-GAAP figure is associated with analyst attention to
the firm (ie number of analysts following and beating analyst earnings forecasts) insider
ownership the level of intangibles and the existence of special items As expected firms‟
adjustments to GAAP earnings are positively correlated with intangibles (which include
goodwill) and special items We also find a positive correlation between the fact that firms make
adjustments for recurring items and insider ownership and special items and a negative
correlation between this and institutional ownership and cross-listing in the US Finally the
emphasis given to non-GAAP information in the press release is positively correlated with
intangibles and the fact that non-GAAP numbers beat the analysts‟ target and negatively
correlated with insider ownership
ltInsert table 4 heregt
5 Results on the association between compensation board quality and non-GAAP
reporting decisions
Table 5 presents the empirical results of our study of the relation between compensation
board quality and the decision to disclose non-GAAP earnings measures The first estimation of
the logit model (column 1) considers only the impact of compensation on the disclosure decision
the second estimation of the logit model (column 2) considers the impact of board quality by
itself and the third set of results (column 3) considers the two factors concurrently The two
coefficients estimated for performance-base compensation are positive and statistically
significant (columns 1 and 3) This result supports hypothesis 1A as the propensity to disclose
non-GAAP earnings in earnings announcements‟ press releases is higher when compensation is
21
linked to the market performance of the firm Consistent with hypothesis 2A the estimated
coefficients for board quality are negative and statistically significant (columns 2 and 3) That is
the probability of reporting discretionary non-GAAP measures is lower when the board of
directors follows more desirable corporate governance standards Thus while compensation
contracts linked to performance can encourage firms to disclose non-GAAP measures
opportunistically (and in ways that can mislead investors) effective boards can counteract this
effect
The results for the other firm factors are in line with previous academic findings Both
measures of ownership are negative and statistically significant in the three specifications of our
model This supports the idea that a higher level of institutional ownership is associated with less
disclosure of non-GAAP figures that might be opportunistic (Jennings and Marques 2011)
Given that in Europe capital is traditionally less dispersed and family firms are still prevalent
there is less need for voluntary public information while at the same time there is closer
monitoring over managers‟ actions This is consistent with our findings for insider ownership
The results for consensus beating suggest that managers use the disclosure of non-GAAP figures
to appear to meet or beat analyst earnings benchmarks (as documented in Black and Christensen
2009 and Isidro and Marques 2010)
ltInsert table 5 heregt
Table 6 presents the results of the analysis of the association between compensation
board quality and the adjustment for recurring items in firms‟ calculation of non-GAAP earnings
measures Black and Christensen (2009) find that managers opportunistically exclude from
22
GAAP earnings recurring items such as RampD expenses depreciation expenses stock-based
compensation items and tax-related charges Our estimation shows that in the two models where
compensation is included (columns 1 and 3) the coefficients are positive and statistically
significant suggesting that in firms where compensation is tied to market performance there is a
higher probability of adjusting GAAP earnings for items that are recurring This is consistent
with hypothesis 1B We find no impact of board quality on the propensity to adjust for recurring
items Thus we are unable to reject the null hypothesis on the case of hypothesis 2B This may
be because the board does not have detailed information on how recurring the items excluded
can be Institutional shareholders and insiders seem to have a disciplinary effect of the
adjustment for recurring items as both sets of estimated coefficients (columns 1 and 3) are
negative and statistically significant
As a robustness check we also run an OLS model where the dependent variable is the
total value of the adjustments made ie non-GAAP earnings per share minus GAAP earnings
per share This is a weaker test of our hypothesis as the variable may also include adjustments
for items that are in fact non-recurring (and thus justifiable) Non-tabulated results for this
specification are consistent with those presented in Table 6 suggesting that compensation is an
important motive for opportunistic reporting of non-GAAP information11
lt Insert table 6 heregt
Table 7 presents the results of the analysis of the association between compensation
board quality and the emphasis that managers give to non-GAAP earnings measures in the press
11
Consistent with this being a weaker test of managers‟ intentions the estimated coefficients have a lower level of
statistical significance
23
release As before the first estimation of our model considers the impact of compensation on the
disclosure decision the second estimation considers the impact of board quality and the third set
of results considers the two factors concurrently Given that this analysis is performed using a
multinomial logistic regression we divide the table into 4 panels each one corresponding to a
specific position of the non-GAAP measures in the earnings announcement press release
Panel A which analyzes non-GAAP disclosures in the title of the press release shows
that the estimated coefficient for our compensation variable is positive and statistically
significant That is when compensation is linked to the performance of the firm the non-GAAP
earnings measure disclosed is in the title of the press release more often as compared to
reporting it in the financial statements (the part of the press release not considered in any panel)
or not reporting it at all However compensation does not affect the positioning of non-GAAP
measures significantly in any other part of the press release This result suggests that when firms
position their non-GAAP measures strategically they tend to include it in the title of the press
release which is consistent with firms giving more emphasis to non-GAAP measures whenever
they have a strategic reason for doing so This practice can have an important impact in financial
markets as price reactions to earnings announcements tend to be higher when the non-GAAP
number is placed first in the press release particularly from less-sophisticated investors (Allee et
al 2007)
The results for board quality reveal that this variable is negatively associated with the
emphasis given to non-GAAP measures in all panels when considered independently from
managers‟ compensation (column 2) This is consistent with our hypothesis 2C When
considered concurrently with managers‟ compensation (column 3) the estimated coefficients for
board quality remain negative and statistically significant except in Panel B where the
24
coefficient although negative is not statistically different from zero Given that in the third
model of panel A where the two measures are considered concurrently compensation has a
positive and significant effect while board quality has a negative and significant effect we
conclude that board quality can reduce opportunistic emphasis given to non-GAAP disclosures
motivated by compensation For economy of space we do not tabulate the results for the other
firm factors but these are consistent with previous findings
ltInsert Table 7 heregt
Our last set of hypotheses (1D and 2D) states that the non disclosure of a reconciliation
between non-GAAP and GAAP earnings is more (less) likely when compensation is linked to
firm performance (when the board of directors follows more desirable corporate governance
standards) Estimation results presented in Table 8 indicate that performance-based
compensation contracts seem to restrain the disclosure of information that allows users of
financial statements to reconcile non-GAAP to GAAP earnings As firms tend to make higher
adjustments to GAAP figures when compensation is aligned with firm performance avoiding the
disclosure of detailed information about the adjustments made helps to portray a better picture of
firm performance However our results also indicate that board quality does not impact on the
decision to provide reconciliation information
A caveat of our reconciliation results is that in certain regimes providing reconciliations
is not a voluntary decision but a requirement imposed either by accounting or market rules For
example in the UK Financial Reporting Standard 3 (Accounting Standards Board 1993)
requires alternative earnings per share figures to be reconciled with a GAAP figure and in
25
France the Autoriteacute des Marcheacutes Financiers has a similar request However there is also
evidence that firms in certain countries do not follow these rules (eg Aubert 2010 reports that
in France reconciliations are rarely provided by managers) As a robustness check we repeat the
empirical analysis excluding firms from these two countries The results are weaker but in line
with the findings reported in Table 8 We also find similar conclusions for the reconciliation
analysis when we distinguish between tabular reconciliations and written reconciliations and
when we exclude firms cross-listed in the US where reconciliations are required
ltInsert table 8 heregt
Presenting a reconciliation between GAAP and non-GAAP numbers can help investors
understand the adjustments made Thus reporting a reconciliation may interfere with firms‟
choices regarding non-GAAP reporting namely adjusting for items that are recurring and giving
a high emphasis to non-GAAP figures in the press release To check for this effect we re-run the
equations of tables 6 and 7 for the subsample of observations that report a reconciliation The
results are consistent with our initial analysis suggesting that firms‟ disclosing practices are not
conditioned by the presentation of reconciliation information
6 Conclusion
For a set of international firms we analyze how compensation and good corporate
governance in the board of directors influences non-GAAP reporting decisions We analyze four
26
aspects of non-GAAP reporting that are often associated with firms‟ opportunistic intention to
portray a better image of their performance the decision to make a non-GAAP disclosure the
fact that some firms make adjustments for recurring items to GAAP earnings to calculate a non-
GAAP measure the high emphasis given to non-GAAP measures in the press release and not
disclosing a reconciliation that explains the difference between non-GAAP and GAAP earnings
We expect and find a positive relation between those discretionary aspects of non-GAAP
reporting and the fact that firms pay all or a portion of compensation in stock and option grants
aligned with firm performance Our findings suggest that performance-based compensation
encourages firms to use non-GAAP information opportunistically in order to boost users‟
perceptions about firm performance and thus maximize compensation The empirical results also
indicate that an efficient board of directors capable of monitoring firms‟ actions can help
counteract some of the discretionary disclosure choices In particular we find that an efficient
board of directors can reduce the likelihood of disclosing non-GAAP figures and reduce the
emphasis given to non-GAAP information in the press release However the exclusion of
recurring items from GAAP earnings and the decision to present reconciliation between non-
GAAP and GAAP measures do not seem to be influenced by the quality of the board It is
possible that the board does not monitor these reporting aspects Our results suggests that
internal corporate controls have only limited influence over firms‟ non-GAAP disclosure
decisions which may be of interest to regulators interested in the introduction of non-GAAP
rules in Europe
27
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Allee K Bhattacharya N Black E and Christensen T (2007) Pro forma disclosure and
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Andersson P and Hellman N (2007) Does pro forma reporting bias analyst forecasts
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Ashbaugh-Sakife H Collins D and LaFond R (2006) The effects of corporate governance on
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Bamber L Jiang J and Wang I (2010) Whats my style The influence of top managers on
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Beekes W and Brown P (2006) Do better-governed Australian firms make more informative
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Bhattacharya N Black E Christensen T and Larson C (2003) Assessing the relative
informativeness and permanence of pro forma earnings and GAAP operating earnings
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Black D Black E Christensen T and Waegelein J (2011) The effects of executive
compensation contracts and auditor effort on firms pro forma reporting decisions
Working paper - Duke University
Black D and Christensen T (2009) US managers‟ use of bdquopro forma‟ adjustments to meet
strategic earnings targets Journal of Business Finance amp Accounting 36 (3) 297-326
Bowen R Davis A and Matsumoto D (2005) Do firms strategically emphasize performance
metrics in their earnings press releases The Accounting Review 80 (4) 1011-1038
Brown L and Caylor M (2006) Corporate governance and firm valuation Journal of
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Choi Y Lin S Walker M and Young S (2007) Disagreement over the persistence of
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Committee on European Securities Regulators (2005) CESR recommendation on alternative
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Durnev A and Kim E (2005) To steal or not to steal firm attributes legal environment and
valuation The Journal of Finance 60 (3) 1461-1493
Elliott W (2006) Are investors influenced by pro forma emphasis and reconciliations in
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29
Eng L and Mak Y (2003) Corporate governance and voluntary disclosure Journal of
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European Financial Reporting Advisory Group (2009) Pro-active accounting activities in
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EFRAG
Fama E (1980) Agency problems and theory of the firm Journal of Political Economy 88 (2)
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Fich E and Shivdasani A (2006) Are busy boards effective monitors The Journal of Finance
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Frankel R McVay S and Soliman M (2011) Non-GAAP earnings and board independence
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Frederickson J and J Miller (2004) The effects of pro forma earnings disclosures on analysts‟
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Gompers P Ishii J and Metrick A (2003) Corporate governance and equity prices Quarterly
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Hitz J (2010) Press release disclosure of pro forma earnings metrics by large German
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Holthausen R D Larcker and RSloan (1995) Annual Bonus Schemes and the Manipulation of
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use of non-GAAP disclosures to beat earnings benchmarks Working paper - IUL
ISCTE Business School
Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
manager-adjusted non-GAAP earnings Journal of Business Finance amp Accounting
forthcoming
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Karamanou I and Vafeas N (2005) The association between corporate boards audit
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emerging market American Business Review 16 (1) 41ndash55
Zhang H and Zheng L (2011) The valuation impact of reconciling pro forma earnings to
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32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
1
The effects of compensation and board quality
on non-GAAP reporting decisions
Abstract
This study reports international evidence on the impact of compensation and board
quality on the voluntary disclosure of non-GAAP earnings numbers We find that compensation
contracts linked to firm performance are associated with a higher probability of disclosure of
non-GAAP figures in the earnings announcement‟s press release Furthermore when this type of
compensation is used firms tend to report non-GAAP figures in the title of the press release
make more adjustments for recurring items and avoid reporting reconciliations We also show
that an efficient governance structure of the board of directors can help restrain these
discretionary disclosure decisions regarding non-GAAP reporting
Key words non-GAAP financial measures pro forma earnings compensation
corporate governance
2
1 Introduction
Financial reporting rules on both sides of the Atlantic allow firms a considerable level of
discretion on how to report their financial performance to external users of financial information
Some of the performance measures reported follow generally accepted accounting principles
(GAAP) and are disclosed in audited financial reports while others are ad-hoc measures prepared
by managers that do not follow GAAP These last measures are often denoted as ldquonon-GAAPrdquo
ldquopro formardquo or ldquoalternative performancerdquo measures Managers argue that reporting non-GAAP
disclosure helps to convey relevant information about firm performance to the users of financial
information On the other hand critics of non-GAAP reporting suggest that firms use non-GAAP
disclosures opportunistically in an attempt to influence users‟ perception about their financial
performance
The use of non-GAAP information to signal or to manipulate the perception of firm
performance depends on incentives and corporate controls When compensation is linked to
firm‟s performance managers face stronger incentives to influence voluntary disclosures in an
opportunistic way (Bamber et al 2010) as this can lead to an appreciation of the market value of
firms‟ shares Conversely when corporate governance mechanisms are efficient there should be
less opportunistic use of non-GAAP disclosures For example the independence of outside
directors (Frankel et al 2011) and the presence of institutional investors (Jennings and Marques
2011) have been found to decrease opportunistic non-GAAP reporting
We investigate the impact of compensation incentives and the governance practices of the
board of directors on the following reporting practices usually associated with opportunistic
reporting (eg Doyle et al 2003 Bowen et al 2005 Elliott 2006 Black and Christensen 2009
3
Marques 2010 Zhang and Zheng 2011) (i) the decision to disclose non-GAAP earnings
measures in annual earnings announcements (ii) the decision to make adjustments for recurring
items to GAAP figures to calculate non-GAAP earnings (iii) the prominence given to these
measures in the press release and (iv) the decision to disclose a reconciliation justifying
differences between non-GAAP earnings and the corresponding GAAP measure These four
decisions may be used by firms in a discretionary way potentially misleading investors and
diminishing the efficient functioning of capital markets In fact Howard Scheck chief
accountant at the Securities and Exchange Commission‟s Division of Enforcement has recently
named the disclosure of non-GAAP figures as a ldquofraud risk factorrdquo (Leone 2010) Strong
corporate controls translated into better board quality can help counteract the opportunistic use
of these non-GAAP disclosures
We perform our tests using a set of European firms as research on non-GAAP
disclosures outside the US is still scarce and the lack of strict rules on non-GAAP reporting in
Europe makes the European environment more prompt to the opportunistic use of non-GAAP
information1 Concerns about the discretionary use of non-GAAP information have been recently
voiced by European entities such as the EFRAG ndash the European Financial Reporting Advisory
Group The group analyzed a small sample of firms and discovered that (i) non-GAAP measures
disclosed were calculated differently by different firms and (ii) the adjustments made vary not
only among firms but also sometimes over time and conclude that ldquoan element of personal
preferencerdquo may also be involved Hence our findings can inform regulators about the
effectiveness of internal incentives and controls over non-GAAP reporting and consequently
assess the need for regulation regarding non-GAAP reporting
1 Some of the firms in our sample are also listed in the US and therefore subject to US non-GAAP rules
(Regulation G) We control for this fact in our empirical analysis
4
Our sample is drawn from the Financial Times 2006 list of the 500 largest European
firms After eliminating all financial firms and utilities and considering missing data issues our
final sample consists of 805 firm-year observations for fiscal years 2003 2004 and 2005 For
each firm we gather non-GAAP data directly from the annual earnings press release This
ensures us that we have information on all disclosures made by managers and that the numbers
collected are indeed the ones that managers decided to disclose (without need of use of a proxy
such as analysts‟ actual earnings figures) The data reveals that non-GAAP disclosures are very
common in Europe and that most of the non-GAAP figures are higher than the GAAP
comparable measures which is consistent with US disclosures and can be seen as an indication
of an interest to influence investors‟ perceptions (Bhattacharya et al 2003)
Our empirical results indicate that when compensation is linked to firms‟ performance the
propensity to disclose non-GAAP earnings significantly increases even after controlling for
other firm determinants of non-GAAP disclosure previously identified (eg Lougee and
Marquardt 2004 and Isidro and Marques 2010) This finding suggests that the market reacts to
non-GAAP earnings and firms are aware of this and interested in reaching higher price levels2
As expected we also find that good corporate governance translated into an efficient board of
directors reduces the propensity to disclose non-GAAP figures
Regarding managers‟ adjustments to GAAP earnings we observe that firms adjust for
recurring items (RampD expenses depreciation expenses stock-based compensation and tax-
related values) more often when compensation contracts are linked to market performance
However board quality does not counteract this effect This may be because the board does not
have detailed information on how recurring the items excluded can be
2 An alternative explanation is that non-GAAP measures are also used in compensation contracts Our data does not
allow us to explore this alternative explanation
5
We next analyze whether compensation influences the positioning of the non-GAAP
financial measures The emphasis given to these measures in the press release has been shown to
affect investors‟ perception of firms‟ performance (eg Elliott 2006) and thus firms may
intentionally give more prominence to non-GAAP measures We observe that the majority of
firms give higher emphasis to non-GAAP information than GAAP information in the press
release which suggests an opportunistic behaviour It also shows that firms do not follow the
recommendation of the Committee of European Securities Regulators (CESR) the European
market regulator to present non-GAAP measures in a less prominent way than GAAP measures
More importantly we find a higher probability of presenting non-GAAP measures in the title of
the press release when managers‟ compensation is linked to the firm‟s market performance The
quality of the board of directors seems to reduce the practice of reporting non-GAAP measures
in a more prominent location of the press release This suggests that if firms use the positioning
of non-GAAP figures in the press release with the intent to boost investors‟ perception of firm
performance a strong monitoring mechanism can limit that practice
Finally we find there is a higher probability of firms not disclosing information that
permits investors to reconcile non-GAAP with GAAP earnings when compensation is associated
with performance However board quality has no significant influence on this reporting
decision
This paper adds to two streams of literature corporate governance and non-GAAP
reporting To our knowledge only one other paper studies the association between compensation
and non-GAAP reporting Black et al (2011) The authors contend that compensation contracts
can either encourage or discourage opportunistic reporting of non-GAAP measures depending
on the horizon of the contracts We provide evidence that compensation tied to market
6
performance creates incentives to engage in non-GAAP disclosures that are consistent with
opportunistic reporting We also show that efficient internal governance mechanisms can help
mitigate some of the opportunistic reporting practices Our findings add to previous research
showing that board independence curbs opportunistic non-GAAP disclosures (Frankel et al
2011 Jennings and Marques 2011) Our results can assist European regulators and other users
interested in judging whether good governance practices at the board level are sufficient in
reducing opportunistic use of non-GAAP information (and thus substitute regulation)
The paper is organized as follows The next section presents the hypotheses development
and discusses the relevant prior literature The third section describes the data and sample
Section four outlines the research design and reports the descriptive statistics Section five
presents the empirical results on the association between compensation board quality and non-
GAAP reporting decisions The last section concludes the study
2 Hypotheses development
While some academic research presents evidence consistent with managers‟ claims that
non-GAAP measures convey relevant information to investors about core earnings (eg
Bhattacharya et al 2003 and Brown and Sivakumar 2003) other studies suggest that firms use
non-GAAP disclosures in an attempt to pass a more favorable impression of performance (eg
Doyle et al 2003 Bowen et al 2005 Black and Christensen 2009 Isidro and Marques 2010)
Possibly both types of situations co-exist in markets We do not argue that non-GAAP
disclosures are always opportunistic Nor do we try to identify those that are opportunistic What
we do is to analyze two mechanisms (compensation contracts and governance quality) that are
likely to affect firms‟ opportunistic non-GAAP reporting
7
21 Performance-based compensation and non-GAAP reporting decisions
Agency theory indicates that performance-based compensation is a way to align
managers and shareholders interests (eg Jensen and Murphy 1990) Performance-pay incentives
can encourage managers to increase shareholders wealth but can also create incentives to
manipulate financial information (eg Holthausen et al 1995) Aboody and Kasznik (2000)
document changes in share prices and analyst earnings forecasts around option awards
suggesting that CEOs manage investors‟ expectations around award dates by delaying good news
and rushing forward bad news The authors suggest ldquothat CEOs make opportunistic voluntary
disclosures that maximize their stock options compensationrdquo Although compensation is not
usually linked to non-GAAP numbers non-GAAP disclosures can be used opportunistically to
enhance the market valuation of the firm and thus increase performance-based compensation
In a recent paper Black et al (2011) find an association between opportunistic non-
GAAP disclosures and compensation contracts They show that in the US compensation
contracts can mitigate opportunistic non-GAAP reporting but only if they include a long-term
performance plan for top management The authors suggest that bonus compensation that
focuses on short-term performance is likely to encourage opportunistic non-GAAP reporting We
are interested in investigating whether the association between non-GAAP reporting practices
and managers‟ compensation exists outside the US context where there are no strict rules on
non-GAAP disclosures and investors react differently to non-GAAP information (eg Anderson
and Hellman 2007) Based on prior evidence we hypothesize that performance-based
compensation motivates firms to engage in opportunistic non-GAAP reporting in order to
increase the short-term value of their bonuses and stock options
8
We rely on previous research to identify non-GAAP reporting decisions that are likely to
indicate opportunistic behavior Specifically we consider four reporting decisions (i) whether or
not to disclose a non-GAAP earnings figure in the earnings announcement press release (ii) the
exclusion of recurring items from GAAP numbers when calculating a non-GAAP measure (iii)
the prominence given to the non-GAAP measures in the press release and (iv) the disclosure or
not of reconciliation between GAAP earnings and the non-GAAP figures
The first decision that we consider is whether managers disclose a non-GAAP measure in
the press release or not While the disclosure may be motivated by altruistic reasons the fact
that non-GAAP typically portrays better performance than GAAP suggests that a disclosure can
be used for opportunistic reasons In fact the objective of CESR‟s 2005 recommendation is ldquoto
ensure that investors are not misled through the use of alternative performance measuresrdquo As
compensation linked to performance can encourage voluntary disclosures that boost firms‟
market performance we expect a positive association between manager compensation and a non-
GAAP disclosure decision We state part A of our first hypothesis as follows
H1A The propensity to disclose non-GAAP earnings in earnings announcements‟ press
releases is higher when compensation is linked to the performance of the firm
The second decision studied is the type of adjustments firms do to GAAP earnings Firms
typically exclude from GAAP earnings expenses such as extraordinary items which they claim
to be non-recurring But empirical research shows that firms also exclude recurring expenses
such as depreciation stock-based compensation and research and development and that this
practice is associated with opportunistic motives (eg Black and Christensen 2009) We expect
9
that firms where compensation is linked to performance to make adjustments for recurring items
more frequently than others when calculating their non-GAAP figures We define hypothesis 1B
as indicated below
H1B The probability of firms adjusting GAAP earnings for recurring items when
calculating their non-GAAP figures is higher when compensation is linked to
performance
The third decision we analyze is what prominence firms give to non-GAAP earnings
numbers in the press release Paragraph 29 of CESR‟ recommendation on alternative
performance measures states ldquoit can be observed that issuers tend to present alternative
performance measures sometimes even more prominently that the defined measuresrdquo In order to
ensure that investors are not misled the committee recommends that non-GAAP measures are
given less prominence than GAAP earnings figures In the US literature on the emphasis given
to non-GAAP figures indicates that managers give more prominence to these metrics when they
portray better firm performance than GAAP numbers (Bowen et al 2005 Elliott 2006 Allee et
al 2007) Based on this literature we expect that firms where compensation is tied to
performance to give higher emphasis to non-GAAP figures and thus part C of our first
hypothesis is as follows
H1C The prominence given to non-GAAP figures in the press release is higher when
compensation is linked to the performance of the firm
10
The fourth decision that we investigate is whether firms choose to disclose a
reconciliation between non-GAAP and GAAP numbers in the press release or not Elliott‟s
(2006) experimental results indicate that the effects of prominence of non-GAAP financial
measures in earnings announcements can be mitigated by including a reconciliation Marques
(2010) shows that reconciliations are informative to investors even after controlling for the
information content of other financial statements Furthermore Zhang and Zheng (2011) find
that before regulation G was put in place in the US the mispricing of non-GAAP earnings
existed only in firms that did not disclose a tabular reconciliation These findings suggest that
market participants‟ can interpret the adjustments made by managers and reflect them on their
decisions if the necessary information is provided Thus if firms are interested in altering users‟
perceptions of their earnings (maximizing stock compensation) we would expect them not to
disclose a reconciliation in the earnings announcements‟ press releases even though CESR‟
recommendation states that firms should ldquodefine the components included in an alternative
performance measurerdquo (paragraph 22) and explain the differences between GAAP and non-
GAAP figures which ldquomight be through a reconciliationrdquo (paragraph 25) This results in part D
of our first hypothesis
H1D The probability of not disclosing a reconciliation between non-GAAP and GAAP
earnings is higher when compensation is linked to the performance of the firm
22 Board quality and non-GAAP reporting decisions
Corporate governance mechanisms that limit opportunistic management behavior benefit
all stakeholders (Ashbaugh-Skaife et al 2006) As a result of less opportunistic reporting
11
strategies better governed firms tend to make more informative disclosures (Beekes and Brown
2006) Furthermore when good practices are in place corporate governance mechanisms can
counterbalance the weakness of regulation (Klapper and Love 2004) The intuition according to
Durnev and Kim (2005) is that good corporate governance ldquoplays a more important role in
alleviating the harmful effects of ineffective legal framework when regulation is weakrdquo Thus
we expect good governance practices to be particularly important in preventing opportunistic
non-GAAP reporting in Europe as there is no regulation Given that the board of directors is the
central internal control mechanism for monitoring managers (Fama 1980) we focus the analysis
of the effect of corporate governance on non-GAAP opportunistic reporting on the quality of the
board
To the best of our knowledge there are only two papers that analyze the effect of boards
on non-GAAP disclosures Frankel et al (2011) and Jennings and Marques (2011) both using
US data These studies analyze only one characteristic of the board the independence of its
members Their results indicate that independence of outside directors is associated with better
non-GAAP disclosures We extend these findings by measuring board quality via a score of
board characteristics as literature has established independence to be one important factor of the
efficiency of the board but not the only one The use of scores is common practice in the
corporate governance literature as it allows to take into the consideration the complexity and the
interactions of governance systems (eg Gompers et al 2003 Brown and Caylor 2006
Bebchuck et al 2009 Aggarwal et al 2009) In our score we consider independence and among
other things that busy boards are associated with weak corporate governance (Fich and
Shivdasani 2006) by evaluating attendance that when the CEO also holds the position of the
chairman of the board internal control systems may fail (Jensen 1993) due to the concentration
12
of decision management and decision control in one individual and that the independence of
committees is also important (Karamanou and Vafeas 2005) We expect to find a negative
association between our board quality score and the proxies for opportunistic reporting practices
indicating that better governed firms make more informative non-GAAP disclosures We divide
the hypothesis linked to board quality in four parts as follows
H2A The propensity to disclose non-GAAP earnings in earnings announcements‟ press
releases is lower when the board of directors follows more desirable corporate
governance standards
H2B The probability of firms adjusting GAAP earnings for recurring items when
calculating their non-GAAP figures is lower when the board of directors follows more
desirable corporate governance standards
H2C The prominence given to non-GAAP figures in the press release is reduced when
the board of directors follows more desirable corporate governance standards
H2D The probability of not disclosing a reconciliation between non-GAAP and GAAP
earnings decreases when the board of directors follows more desirable corporate
governance standards
3 Data and sample
13
We begin our sample selection process with all firms included in the Financial Times
2006 classification of the 500 largest European firms which is based on the 2005 financial
reports The selection criteria results in a sample of large firms that are followed carefully by all
agents in the financial markets We eliminate from the sample financial institutions and utilities‟
firms as these are subject to specific regulations After removing firms-years with missing press
releases the sample comprise 805 observations representing 318 firms from 20 European
countries for the period 2003 to 2005 For every one of these firm-years we obtain financial data
from WorldscopeDatastreamIBES For data on managers‟ compensation and board
characteristics we rely on the data provided by Institutional Shareholder Services (ISS) The data
on ownership is collected from LionShares
We hand-collect non-GAAP information from press releases of the annual earnings
announcements which are obtained via Factiva or the firms‟ websites We collect information
about the manager-adjusted non-GAAP financial measures from the press release in order to
obtain the most accurate information about managers‟ disclosures To be conservative when the
label given to the earnings measure was dubious we did not consider these as non-GAAP
financial measures3 We also hand-collect whether or not the firms disclose a reconciliation
Given that the CESR does not recommend the use of a tabular reconciliation we consider that
firms disclose a reconciliation if information about the adjustments is presented even if this is
part of the text of the press release
When reading the annual earnings announcements‟ press releases it became clear that the
voluntarily disclosure of non-GAAP financial measures was widespread in European firms An
analysis of the data collected reveals that in all industries the majority of the firms disclose non-
3 It is also important to take into consideration that we only collect non-GAAP measures that in some way portray a
firm‟s results (ie all sorts of earnings numbers) Thus we ignore measures related with other aspects of a firm‟s
performance (sales for example)
14
GAAP measures (Table 1 Panel A)4 In fact 80 of the press releases include at least one non-
GAAP earnings figure This practice is more prevalent in manufacturing materials and
electronics and transportation and communication though
Panel B of Table 1 indicates that GAAP earnings are often adjusted for items that are
considered recurring such as RampD expenses depreciation expenses stock-based compensation
and tax-related values (63 of observations) That practice is common across all industries
Further we calculate how many of the non-GAAP numbers are a result of adjusting for revenue
items instead of expenses (ie cases where the non-GAAP number is lower than the GAAP
figure) We find that this happens in only 11 of the non-GAAP disclosures
Disclosing firms typically report non-GAAP earnings measures in a more prominent
location of the press release than GAAP earnings figures (Table 1 Panel C) In fact firms give a
higher emphasis to non-GAAP earnings in 83 of the cases where such a number is present in
the press release As non-GAAP earnings figures are usually higher than the corresponding
GAAP figures this evidence suggests an intention to depict a better picture of firms‟
performance which can lead to higher compensation5 The most common location where
managers disclose non-GAAP earnings is the area of subtitles or highlights of the press release
ie right after the title and before the text Furthermore the emphasis given to non-GAAP
figures varies significantly across industries
Panel D of Table 1 shows the percentage of firms that disclose a reconciliation in their
press release given that a non-GAAP disclosure was made Our findings indicate that in
approximately 66 of the cases firms choose to disclose some kind of reconciliation between the
non-GAAP measures and the corresponding GAAP figures This means there are still firms that
4 Industry classification is based on the two-digit SIC codes
5 This evidence should be interpreted with caution as most of the adjustments to GAAP earnings are income-
decreasing (Hitz 2010)
15
do not follow the CESR recommendation of defining the components included in their
alternative performance measures Further analysis reveals that only 36 disclose a tabular
reconciliation
ltInsert table 1 heregt
Finally we calculate the percentage of the sample firms that simultaneously adjust for
recurring items and give a higher prominence to non-GAAP earnings measures than to GAAP
earnings figures in the press release as these practices can easily be classified as misleading
Untabulated results indicate that over 60 of firms adjust for recurring items while at same time
give more emphasis to non-GAAP numbers Although this descriptive evidence seems to
indicate the existence of many cases of opportunistic reporting of non-GAAP it is still possible
that some firms do report non-GAAP to transfer private information to the market These
observations if they exist will work against us finding results which support our expectations
4 Research design and descriptive results
Our hypotheses assess the effect of compensation and board quality on firms‟ non-GAAP
reporting decisions that are likely to indicate opportunistic reporting This association is studied
using the following model
Non-GAAP reporting decision =
f (Compensation + Board quality + Other firm incentives)
16
We measure the dependent variable non-GAAP reporting decision in four alternative
ways in accordance with the hypotheses presented in section 2 Firstly we consider whether or
not a firm discloses a non-GAAP measure in the annual earnings announcement press release In
this case function f takes the form of a logistic regression where the dependent variable is non-
GAAP disclosure an indicator variable coded as one when the firm reports non-GAAP figures in
the earnings announcement press release and zero otherwise
Secondly we study the choice of adjustments made to GAAP earnings in the calculation
of non-GAAP figures Recurring adjustments is an indicator variable taking the value of one if
the firm excludes from GAAP earnings recurring items such as RampD expenses depreciation
expenses stock-based compensation items and tax-related and zero otherwise In this case
function f takes the form of a logistic regression
Thirdly we look at the emphasis given to the first non-GAAP measure disclosed - the
categories used in the classification of the variable non-GAAP emphasis are as follows (1) title
(2) subtitle or highlights (3) first or second paragraph (4) third paragraph or lower In this case
the function f takes the form of a multinomial logistic regression where the dependent variable is
coded as one two three or four according to the emphasis given and five otherwise (ie when
the non-GAAP measure is disclosed in a less prominent location of the press release near the
financial statements or no non-GAAP measure is disclosed)6
Lastly we analyze whether managers disclose information regarding the reconciliation
between non-GAAP earnings and the corresponding GAAP measure (in a tabular format or
through written explanations) To be consistent with the previous analyses where we expect the
voluntary reporting decision to be positively (negatively) associated with compensation (board
6 Category five joins the cases where non-GAAP figures are disclosed in the financial statements and the cases
where no non-GAAP numbers are disclosed as in some countries (eg Spain) financial statements have rigid
formats leaving no room for non-GAAP measures This is mentioned in Appendix 1 of the 2009 EFRAG report
17
quality) we define NoReconciliation in the negative way ie as an indicator variable coded as
one if the firm does not report a reconciliation between non-GAAP and the corresponding GAAP
earnings measure in the annual announcement‟ press release and zero otherwise The function f
takes the form of a logistic regression
Compensation is an indicator variable coded as one when directors receive all or a part of
their fees in stock and options grants which are aligned with the firm market performance7
Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009)8 For
each of the 11 board characteristics considered a value of one is assigned whenever the board
attribute is present and a value of zero is attributed otherwise Then all the attributes‟ values are
added to form a board quality score Table 2 presents the percentage of observations where the
criteria used to measure board quality and managers‟ compensation are met The CEO is not the
chairman of the board in more than 90 of the cases there is no former CEO on the board in
835 of the cases and the CEO does not have related-party transactions in 678 of cases On
the other hand the attendance of most board meetings is relatively low (in only 354 of cases
all directors have attended at least 75 of the meetings) The independence of board committees
also varies Compensation committees are predominantly independent but audit committees have
only a majority of independent members in 86 of the cases Regarding compensation we find
that in 606 of the firm-years directors receive all or a portion of their fees in stock and option
grants that are aligned with the firm‟s market performance Thus performance-based
compensation is a wide-spread practice in our sample
7 We recognize that a continuous variable (as the percentage of total compensation that is paid in stock and options
grants which are aligned with company market performance) might be more informative than an indicator variable
However we were unable to find such information for the sample firms 8 Aggarwal et al (2009) consider 25 board attributes and 10 compensation and ownership attributes We included
only 11 attributes in our score because the remaining attributes are coded missing for more than one quarter of the
sample
18
ltInsert table 2 heregt
Other firm incentives refer to firm specific characteristics that affect non-GAAP reporting
choices We consider the following disclosure incentives The proportion of institutional and
insider ownership as a strong presence of these shareholders reduces the need for public
voluntary disclosures (eg Schadewitz and Blevins 1998 and Eng and Mak 2003)9 Consensus
beating (indicator variable coded one if non-GAAP earnings meet or beat the analysts‟ consensus
forecast and GAAP earnings do not and zero otherwise) and analyst following (log of the
number of analysts following the firm) proxy for the influence of financial analysts on non-
GAAP reporting Following previous studies on the determinants of non-GAAP disclosures (eg
Lougee and Marquardt 2004 and Marques 2006) we also include the proportion of intangibles
(intangibles to total assets) special items (indicator variable coded as one if the firm reports
special items and zero otherwise) earnings variability (standard deviation of earnings to assets in
the previous three fiscal years) size (log of market value) and leverage (debt to total assets)
Finally we control for firms that cross-list in US markets as these firms are subject to strict
regulations regarding non-GAAP disclosures (Regulation G)
Table 3 reports descriptive statistics on the financial characteristics of the sample used in
the multivariate analysis A comparison of the first two lines of Table 3 Panel A reveals that the
mean of non-GAAP EPS is 367euro while the mean of the GAAP EPS is just 271euro10
This result is
in line with findings of other studies as firms tend to adjust their GAAP figures mainly by
9 Insider ownership considers ownership positions held by non-buy-side entities such as officers directors public
and private companies and ESOPs Thus it includes managers families financial institutions and other firms 10
Sometimes firms disclose more than one non-GAAP earnings figure in their press release When that happens we
use the first non-GAAP figure disclosed by the firm (ie the one to which more emphasis is given in the press
release) to calculate the mean non-GAAP EPS
19
excluding expenses which leads to non-GAAP figures higher than the comparable GAAP
number This practice has caused concerns among regulators and investors as often it leads to the
presentation of a positive non-GAAP earnings number while the corresponding GAAP earnings
figure is in fact a loss IOSCO (the International Organization of Securities Commission) issued
a cautionary statement in 2002 where it stated problems arise if non-GAAP measures are used in
such a way ldquoas to obscure the financial results determined according to GAAP or provide and
incomplete description of true financial resultsrdquo
On average institutional investors hold 28 of the firms‟ shares and insider investors
hold 23 of the shares The average sample firm is followed by 17 analysts (corresponding to a
log of 402) has market capitalization around 14500 thousand Euros (a log of 884) and a debt
to assets ratio of 28 Panel B of Table 3 reports frequencies for the discrete variables In
approximately one third of the cases non-GAAP earnings is higher than analysts‟ forecasts while
GAAP earnings measures show that the firm does not meet the consensus Some of the sample
firms are cross-listed in US markets (36) and most report special and extraordinary items
(854)
ltInsert table 3 heregt
Table 4 presents the Pearson correlation matrix for the variables included in our
multivariate analysis Results indicate that performance-based compensation is positively
correlated with the decision to make a non-GAAP disclosure and the decision to not disclose
reconciliation information between non-GAAP and GAAP measures These correlations suggest
that compensation is an important determinant of non-GAAP disclosure decisions Apart of
20
compensation the decision to disclose a non-GAAP figure is associated with analyst attention to
the firm (ie number of analysts following and beating analyst earnings forecasts) insider
ownership the level of intangibles and the existence of special items As expected firms‟
adjustments to GAAP earnings are positively correlated with intangibles (which include
goodwill) and special items We also find a positive correlation between the fact that firms make
adjustments for recurring items and insider ownership and special items and a negative
correlation between this and institutional ownership and cross-listing in the US Finally the
emphasis given to non-GAAP information in the press release is positively correlated with
intangibles and the fact that non-GAAP numbers beat the analysts‟ target and negatively
correlated with insider ownership
ltInsert table 4 heregt
5 Results on the association between compensation board quality and non-GAAP
reporting decisions
Table 5 presents the empirical results of our study of the relation between compensation
board quality and the decision to disclose non-GAAP earnings measures The first estimation of
the logit model (column 1) considers only the impact of compensation on the disclosure decision
the second estimation of the logit model (column 2) considers the impact of board quality by
itself and the third set of results (column 3) considers the two factors concurrently The two
coefficients estimated for performance-base compensation are positive and statistically
significant (columns 1 and 3) This result supports hypothesis 1A as the propensity to disclose
non-GAAP earnings in earnings announcements‟ press releases is higher when compensation is
21
linked to the market performance of the firm Consistent with hypothesis 2A the estimated
coefficients for board quality are negative and statistically significant (columns 2 and 3) That is
the probability of reporting discretionary non-GAAP measures is lower when the board of
directors follows more desirable corporate governance standards Thus while compensation
contracts linked to performance can encourage firms to disclose non-GAAP measures
opportunistically (and in ways that can mislead investors) effective boards can counteract this
effect
The results for the other firm factors are in line with previous academic findings Both
measures of ownership are negative and statistically significant in the three specifications of our
model This supports the idea that a higher level of institutional ownership is associated with less
disclosure of non-GAAP figures that might be opportunistic (Jennings and Marques 2011)
Given that in Europe capital is traditionally less dispersed and family firms are still prevalent
there is less need for voluntary public information while at the same time there is closer
monitoring over managers‟ actions This is consistent with our findings for insider ownership
The results for consensus beating suggest that managers use the disclosure of non-GAAP figures
to appear to meet or beat analyst earnings benchmarks (as documented in Black and Christensen
2009 and Isidro and Marques 2010)
ltInsert table 5 heregt
Table 6 presents the results of the analysis of the association between compensation
board quality and the adjustment for recurring items in firms‟ calculation of non-GAAP earnings
measures Black and Christensen (2009) find that managers opportunistically exclude from
22
GAAP earnings recurring items such as RampD expenses depreciation expenses stock-based
compensation items and tax-related charges Our estimation shows that in the two models where
compensation is included (columns 1 and 3) the coefficients are positive and statistically
significant suggesting that in firms where compensation is tied to market performance there is a
higher probability of adjusting GAAP earnings for items that are recurring This is consistent
with hypothesis 1B We find no impact of board quality on the propensity to adjust for recurring
items Thus we are unable to reject the null hypothesis on the case of hypothesis 2B This may
be because the board does not have detailed information on how recurring the items excluded
can be Institutional shareholders and insiders seem to have a disciplinary effect of the
adjustment for recurring items as both sets of estimated coefficients (columns 1 and 3) are
negative and statistically significant
As a robustness check we also run an OLS model where the dependent variable is the
total value of the adjustments made ie non-GAAP earnings per share minus GAAP earnings
per share This is a weaker test of our hypothesis as the variable may also include adjustments
for items that are in fact non-recurring (and thus justifiable) Non-tabulated results for this
specification are consistent with those presented in Table 6 suggesting that compensation is an
important motive for opportunistic reporting of non-GAAP information11
lt Insert table 6 heregt
Table 7 presents the results of the analysis of the association between compensation
board quality and the emphasis that managers give to non-GAAP earnings measures in the press
11
Consistent with this being a weaker test of managers‟ intentions the estimated coefficients have a lower level of
statistical significance
23
release As before the first estimation of our model considers the impact of compensation on the
disclosure decision the second estimation considers the impact of board quality and the third set
of results considers the two factors concurrently Given that this analysis is performed using a
multinomial logistic regression we divide the table into 4 panels each one corresponding to a
specific position of the non-GAAP measures in the earnings announcement press release
Panel A which analyzes non-GAAP disclosures in the title of the press release shows
that the estimated coefficient for our compensation variable is positive and statistically
significant That is when compensation is linked to the performance of the firm the non-GAAP
earnings measure disclosed is in the title of the press release more often as compared to
reporting it in the financial statements (the part of the press release not considered in any panel)
or not reporting it at all However compensation does not affect the positioning of non-GAAP
measures significantly in any other part of the press release This result suggests that when firms
position their non-GAAP measures strategically they tend to include it in the title of the press
release which is consistent with firms giving more emphasis to non-GAAP measures whenever
they have a strategic reason for doing so This practice can have an important impact in financial
markets as price reactions to earnings announcements tend to be higher when the non-GAAP
number is placed first in the press release particularly from less-sophisticated investors (Allee et
al 2007)
The results for board quality reveal that this variable is negatively associated with the
emphasis given to non-GAAP measures in all panels when considered independently from
managers‟ compensation (column 2) This is consistent with our hypothesis 2C When
considered concurrently with managers‟ compensation (column 3) the estimated coefficients for
board quality remain negative and statistically significant except in Panel B where the
24
coefficient although negative is not statistically different from zero Given that in the third
model of panel A where the two measures are considered concurrently compensation has a
positive and significant effect while board quality has a negative and significant effect we
conclude that board quality can reduce opportunistic emphasis given to non-GAAP disclosures
motivated by compensation For economy of space we do not tabulate the results for the other
firm factors but these are consistent with previous findings
ltInsert Table 7 heregt
Our last set of hypotheses (1D and 2D) states that the non disclosure of a reconciliation
between non-GAAP and GAAP earnings is more (less) likely when compensation is linked to
firm performance (when the board of directors follows more desirable corporate governance
standards) Estimation results presented in Table 8 indicate that performance-based
compensation contracts seem to restrain the disclosure of information that allows users of
financial statements to reconcile non-GAAP to GAAP earnings As firms tend to make higher
adjustments to GAAP figures when compensation is aligned with firm performance avoiding the
disclosure of detailed information about the adjustments made helps to portray a better picture of
firm performance However our results also indicate that board quality does not impact on the
decision to provide reconciliation information
A caveat of our reconciliation results is that in certain regimes providing reconciliations
is not a voluntary decision but a requirement imposed either by accounting or market rules For
example in the UK Financial Reporting Standard 3 (Accounting Standards Board 1993)
requires alternative earnings per share figures to be reconciled with a GAAP figure and in
25
France the Autoriteacute des Marcheacutes Financiers has a similar request However there is also
evidence that firms in certain countries do not follow these rules (eg Aubert 2010 reports that
in France reconciliations are rarely provided by managers) As a robustness check we repeat the
empirical analysis excluding firms from these two countries The results are weaker but in line
with the findings reported in Table 8 We also find similar conclusions for the reconciliation
analysis when we distinguish between tabular reconciliations and written reconciliations and
when we exclude firms cross-listed in the US where reconciliations are required
ltInsert table 8 heregt
Presenting a reconciliation between GAAP and non-GAAP numbers can help investors
understand the adjustments made Thus reporting a reconciliation may interfere with firms‟
choices regarding non-GAAP reporting namely adjusting for items that are recurring and giving
a high emphasis to non-GAAP figures in the press release To check for this effect we re-run the
equations of tables 6 and 7 for the subsample of observations that report a reconciliation The
results are consistent with our initial analysis suggesting that firms‟ disclosing practices are not
conditioned by the presentation of reconciliation information
6 Conclusion
For a set of international firms we analyze how compensation and good corporate
governance in the board of directors influences non-GAAP reporting decisions We analyze four
26
aspects of non-GAAP reporting that are often associated with firms‟ opportunistic intention to
portray a better image of their performance the decision to make a non-GAAP disclosure the
fact that some firms make adjustments for recurring items to GAAP earnings to calculate a non-
GAAP measure the high emphasis given to non-GAAP measures in the press release and not
disclosing a reconciliation that explains the difference between non-GAAP and GAAP earnings
We expect and find a positive relation between those discretionary aspects of non-GAAP
reporting and the fact that firms pay all or a portion of compensation in stock and option grants
aligned with firm performance Our findings suggest that performance-based compensation
encourages firms to use non-GAAP information opportunistically in order to boost users‟
perceptions about firm performance and thus maximize compensation The empirical results also
indicate that an efficient board of directors capable of monitoring firms‟ actions can help
counteract some of the discretionary disclosure choices In particular we find that an efficient
board of directors can reduce the likelihood of disclosing non-GAAP figures and reduce the
emphasis given to non-GAAP information in the press release However the exclusion of
recurring items from GAAP earnings and the decision to present reconciliation between non-
GAAP and GAAP measures do not seem to be influenced by the quality of the board It is
possible that the board does not monitor these reporting aspects Our results suggests that
internal corporate controls have only limited influence over firms‟ non-GAAP disclosure
decisions which may be of interest to regulators interested in the introduction of non-GAAP
rules in Europe
27
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Allee K Bhattacharya N Black E and Christensen T (2007) Pro forma disclosure and
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Andersson P and Hellman N (2007) Does pro forma reporting bias analyst forecasts
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Ashbaugh-Sakife H Collins D and LaFond R (2006) The effects of corporate governance on
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Bamber L Jiang J and Wang I (2010) Whats my style The influence of top managers on
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Beekes W and Brown P (2006) Do better-governed Australian firms make more informative
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Bhattacharya N Black E Christensen T and Larson C (2003) Assessing the relative
informativeness and permanence of pro forma earnings and GAAP operating earnings
Journal of Accounting amp Economics 36 (1-3) 285-319
Black D Black E Christensen T and Waegelein J (2011) The effects of executive
compensation contracts and auditor effort on firms pro forma reporting decisions
Working paper - Duke University
Black D and Christensen T (2009) US managers‟ use of bdquopro forma‟ adjustments to meet
strategic earnings targets Journal of Business Finance amp Accounting 36 (3) 297-326
Bowen R Davis A and Matsumoto D (2005) Do firms strategically emphasize performance
metrics in their earnings press releases The Accounting Review 80 (4) 1011-1038
Brown L and Caylor M (2006) Corporate governance and firm valuation Journal of
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Brown L D and Sivakumar K (2003) Comparing the value relevance of two operating income
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Choi Y Lin S Walker M and Young S (2007) Disagreement over the persistence of
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Committee on European Securities Regulators (2005) CESR recommendation on alternative
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Durnev A and Kim E (2005) To steal or not to steal firm attributes legal environment and
valuation The Journal of Finance 60 (3) 1461-1493
Elliott W (2006) Are investors influenced by pro forma emphasis and reconciliations in
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29
Eng L and Mak Y (2003) Corporate governance and voluntary disclosure Journal of
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European Financial Reporting Advisory Group (2009) Pro-active accounting activities in
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EFRAG
Fama E (1980) Agency problems and theory of the firm Journal of Political Economy 88 (2)
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Fich E and Shivdasani A (2006) Are busy boards effective monitors The Journal of Finance
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Frankel R McVay S and Soliman M (2011) Non-GAAP earnings and board independence
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Frederickson J and J Miller (2004) The effects of pro forma earnings disclosures on analysts‟
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Gompers P Ishii J and Metrick A (2003) Corporate governance and equity prices Quarterly
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Hitz J (2010) Press release disclosure of pro forma earnings metrics by large German
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Holthausen R D Larcker and RSloan (1995) Annual Bonus Schemes and the Manipulation of
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ISCTE Business School
Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
manager-adjusted non-GAAP earnings Journal of Business Finance amp Accounting
forthcoming
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Karamanou I and Vafeas N (2005) The association between corporate boards audit
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emerging market American Business Review 16 (1) 41ndash55
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32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
2
1 Introduction
Financial reporting rules on both sides of the Atlantic allow firms a considerable level of
discretion on how to report their financial performance to external users of financial information
Some of the performance measures reported follow generally accepted accounting principles
(GAAP) and are disclosed in audited financial reports while others are ad-hoc measures prepared
by managers that do not follow GAAP These last measures are often denoted as ldquonon-GAAPrdquo
ldquopro formardquo or ldquoalternative performancerdquo measures Managers argue that reporting non-GAAP
disclosure helps to convey relevant information about firm performance to the users of financial
information On the other hand critics of non-GAAP reporting suggest that firms use non-GAAP
disclosures opportunistically in an attempt to influence users‟ perception about their financial
performance
The use of non-GAAP information to signal or to manipulate the perception of firm
performance depends on incentives and corporate controls When compensation is linked to
firm‟s performance managers face stronger incentives to influence voluntary disclosures in an
opportunistic way (Bamber et al 2010) as this can lead to an appreciation of the market value of
firms‟ shares Conversely when corporate governance mechanisms are efficient there should be
less opportunistic use of non-GAAP disclosures For example the independence of outside
directors (Frankel et al 2011) and the presence of institutional investors (Jennings and Marques
2011) have been found to decrease opportunistic non-GAAP reporting
We investigate the impact of compensation incentives and the governance practices of the
board of directors on the following reporting practices usually associated with opportunistic
reporting (eg Doyle et al 2003 Bowen et al 2005 Elliott 2006 Black and Christensen 2009
3
Marques 2010 Zhang and Zheng 2011) (i) the decision to disclose non-GAAP earnings
measures in annual earnings announcements (ii) the decision to make adjustments for recurring
items to GAAP figures to calculate non-GAAP earnings (iii) the prominence given to these
measures in the press release and (iv) the decision to disclose a reconciliation justifying
differences between non-GAAP earnings and the corresponding GAAP measure These four
decisions may be used by firms in a discretionary way potentially misleading investors and
diminishing the efficient functioning of capital markets In fact Howard Scheck chief
accountant at the Securities and Exchange Commission‟s Division of Enforcement has recently
named the disclosure of non-GAAP figures as a ldquofraud risk factorrdquo (Leone 2010) Strong
corporate controls translated into better board quality can help counteract the opportunistic use
of these non-GAAP disclosures
We perform our tests using a set of European firms as research on non-GAAP
disclosures outside the US is still scarce and the lack of strict rules on non-GAAP reporting in
Europe makes the European environment more prompt to the opportunistic use of non-GAAP
information1 Concerns about the discretionary use of non-GAAP information have been recently
voiced by European entities such as the EFRAG ndash the European Financial Reporting Advisory
Group The group analyzed a small sample of firms and discovered that (i) non-GAAP measures
disclosed were calculated differently by different firms and (ii) the adjustments made vary not
only among firms but also sometimes over time and conclude that ldquoan element of personal
preferencerdquo may also be involved Hence our findings can inform regulators about the
effectiveness of internal incentives and controls over non-GAAP reporting and consequently
assess the need for regulation regarding non-GAAP reporting
1 Some of the firms in our sample are also listed in the US and therefore subject to US non-GAAP rules
(Regulation G) We control for this fact in our empirical analysis
4
Our sample is drawn from the Financial Times 2006 list of the 500 largest European
firms After eliminating all financial firms and utilities and considering missing data issues our
final sample consists of 805 firm-year observations for fiscal years 2003 2004 and 2005 For
each firm we gather non-GAAP data directly from the annual earnings press release This
ensures us that we have information on all disclosures made by managers and that the numbers
collected are indeed the ones that managers decided to disclose (without need of use of a proxy
such as analysts‟ actual earnings figures) The data reveals that non-GAAP disclosures are very
common in Europe and that most of the non-GAAP figures are higher than the GAAP
comparable measures which is consistent with US disclosures and can be seen as an indication
of an interest to influence investors‟ perceptions (Bhattacharya et al 2003)
Our empirical results indicate that when compensation is linked to firms‟ performance the
propensity to disclose non-GAAP earnings significantly increases even after controlling for
other firm determinants of non-GAAP disclosure previously identified (eg Lougee and
Marquardt 2004 and Isidro and Marques 2010) This finding suggests that the market reacts to
non-GAAP earnings and firms are aware of this and interested in reaching higher price levels2
As expected we also find that good corporate governance translated into an efficient board of
directors reduces the propensity to disclose non-GAAP figures
Regarding managers‟ adjustments to GAAP earnings we observe that firms adjust for
recurring items (RampD expenses depreciation expenses stock-based compensation and tax-
related values) more often when compensation contracts are linked to market performance
However board quality does not counteract this effect This may be because the board does not
have detailed information on how recurring the items excluded can be
2 An alternative explanation is that non-GAAP measures are also used in compensation contracts Our data does not
allow us to explore this alternative explanation
5
We next analyze whether compensation influences the positioning of the non-GAAP
financial measures The emphasis given to these measures in the press release has been shown to
affect investors‟ perception of firms‟ performance (eg Elliott 2006) and thus firms may
intentionally give more prominence to non-GAAP measures We observe that the majority of
firms give higher emphasis to non-GAAP information than GAAP information in the press
release which suggests an opportunistic behaviour It also shows that firms do not follow the
recommendation of the Committee of European Securities Regulators (CESR) the European
market regulator to present non-GAAP measures in a less prominent way than GAAP measures
More importantly we find a higher probability of presenting non-GAAP measures in the title of
the press release when managers‟ compensation is linked to the firm‟s market performance The
quality of the board of directors seems to reduce the practice of reporting non-GAAP measures
in a more prominent location of the press release This suggests that if firms use the positioning
of non-GAAP figures in the press release with the intent to boost investors‟ perception of firm
performance a strong monitoring mechanism can limit that practice
Finally we find there is a higher probability of firms not disclosing information that
permits investors to reconcile non-GAAP with GAAP earnings when compensation is associated
with performance However board quality has no significant influence on this reporting
decision
This paper adds to two streams of literature corporate governance and non-GAAP
reporting To our knowledge only one other paper studies the association between compensation
and non-GAAP reporting Black et al (2011) The authors contend that compensation contracts
can either encourage or discourage opportunistic reporting of non-GAAP measures depending
on the horizon of the contracts We provide evidence that compensation tied to market
6
performance creates incentives to engage in non-GAAP disclosures that are consistent with
opportunistic reporting We also show that efficient internal governance mechanisms can help
mitigate some of the opportunistic reporting practices Our findings add to previous research
showing that board independence curbs opportunistic non-GAAP disclosures (Frankel et al
2011 Jennings and Marques 2011) Our results can assist European regulators and other users
interested in judging whether good governance practices at the board level are sufficient in
reducing opportunistic use of non-GAAP information (and thus substitute regulation)
The paper is organized as follows The next section presents the hypotheses development
and discusses the relevant prior literature The third section describes the data and sample
Section four outlines the research design and reports the descriptive statistics Section five
presents the empirical results on the association between compensation board quality and non-
GAAP reporting decisions The last section concludes the study
2 Hypotheses development
While some academic research presents evidence consistent with managers‟ claims that
non-GAAP measures convey relevant information to investors about core earnings (eg
Bhattacharya et al 2003 and Brown and Sivakumar 2003) other studies suggest that firms use
non-GAAP disclosures in an attempt to pass a more favorable impression of performance (eg
Doyle et al 2003 Bowen et al 2005 Black and Christensen 2009 Isidro and Marques 2010)
Possibly both types of situations co-exist in markets We do not argue that non-GAAP
disclosures are always opportunistic Nor do we try to identify those that are opportunistic What
we do is to analyze two mechanisms (compensation contracts and governance quality) that are
likely to affect firms‟ opportunistic non-GAAP reporting
7
21 Performance-based compensation and non-GAAP reporting decisions
Agency theory indicates that performance-based compensation is a way to align
managers and shareholders interests (eg Jensen and Murphy 1990) Performance-pay incentives
can encourage managers to increase shareholders wealth but can also create incentives to
manipulate financial information (eg Holthausen et al 1995) Aboody and Kasznik (2000)
document changes in share prices and analyst earnings forecasts around option awards
suggesting that CEOs manage investors‟ expectations around award dates by delaying good news
and rushing forward bad news The authors suggest ldquothat CEOs make opportunistic voluntary
disclosures that maximize their stock options compensationrdquo Although compensation is not
usually linked to non-GAAP numbers non-GAAP disclosures can be used opportunistically to
enhance the market valuation of the firm and thus increase performance-based compensation
In a recent paper Black et al (2011) find an association between opportunistic non-
GAAP disclosures and compensation contracts They show that in the US compensation
contracts can mitigate opportunistic non-GAAP reporting but only if they include a long-term
performance plan for top management The authors suggest that bonus compensation that
focuses on short-term performance is likely to encourage opportunistic non-GAAP reporting We
are interested in investigating whether the association between non-GAAP reporting practices
and managers‟ compensation exists outside the US context where there are no strict rules on
non-GAAP disclosures and investors react differently to non-GAAP information (eg Anderson
and Hellman 2007) Based on prior evidence we hypothesize that performance-based
compensation motivates firms to engage in opportunistic non-GAAP reporting in order to
increase the short-term value of their bonuses and stock options
8
We rely on previous research to identify non-GAAP reporting decisions that are likely to
indicate opportunistic behavior Specifically we consider four reporting decisions (i) whether or
not to disclose a non-GAAP earnings figure in the earnings announcement press release (ii) the
exclusion of recurring items from GAAP numbers when calculating a non-GAAP measure (iii)
the prominence given to the non-GAAP measures in the press release and (iv) the disclosure or
not of reconciliation between GAAP earnings and the non-GAAP figures
The first decision that we consider is whether managers disclose a non-GAAP measure in
the press release or not While the disclosure may be motivated by altruistic reasons the fact
that non-GAAP typically portrays better performance than GAAP suggests that a disclosure can
be used for opportunistic reasons In fact the objective of CESR‟s 2005 recommendation is ldquoto
ensure that investors are not misled through the use of alternative performance measuresrdquo As
compensation linked to performance can encourage voluntary disclosures that boost firms‟
market performance we expect a positive association between manager compensation and a non-
GAAP disclosure decision We state part A of our first hypothesis as follows
H1A The propensity to disclose non-GAAP earnings in earnings announcements‟ press
releases is higher when compensation is linked to the performance of the firm
The second decision studied is the type of adjustments firms do to GAAP earnings Firms
typically exclude from GAAP earnings expenses such as extraordinary items which they claim
to be non-recurring But empirical research shows that firms also exclude recurring expenses
such as depreciation stock-based compensation and research and development and that this
practice is associated with opportunistic motives (eg Black and Christensen 2009) We expect
9
that firms where compensation is linked to performance to make adjustments for recurring items
more frequently than others when calculating their non-GAAP figures We define hypothesis 1B
as indicated below
H1B The probability of firms adjusting GAAP earnings for recurring items when
calculating their non-GAAP figures is higher when compensation is linked to
performance
The third decision we analyze is what prominence firms give to non-GAAP earnings
numbers in the press release Paragraph 29 of CESR‟ recommendation on alternative
performance measures states ldquoit can be observed that issuers tend to present alternative
performance measures sometimes even more prominently that the defined measuresrdquo In order to
ensure that investors are not misled the committee recommends that non-GAAP measures are
given less prominence than GAAP earnings figures In the US literature on the emphasis given
to non-GAAP figures indicates that managers give more prominence to these metrics when they
portray better firm performance than GAAP numbers (Bowen et al 2005 Elliott 2006 Allee et
al 2007) Based on this literature we expect that firms where compensation is tied to
performance to give higher emphasis to non-GAAP figures and thus part C of our first
hypothesis is as follows
H1C The prominence given to non-GAAP figures in the press release is higher when
compensation is linked to the performance of the firm
10
The fourth decision that we investigate is whether firms choose to disclose a
reconciliation between non-GAAP and GAAP numbers in the press release or not Elliott‟s
(2006) experimental results indicate that the effects of prominence of non-GAAP financial
measures in earnings announcements can be mitigated by including a reconciliation Marques
(2010) shows that reconciliations are informative to investors even after controlling for the
information content of other financial statements Furthermore Zhang and Zheng (2011) find
that before regulation G was put in place in the US the mispricing of non-GAAP earnings
existed only in firms that did not disclose a tabular reconciliation These findings suggest that
market participants‟ can interpret the adjustments made by managers and reflect them on their
decisions if the necessary information is provided Thus if firms are interested in altering users‟
perceptions of their earnings (maximizing stock compensation) we would expect them not to
disclose a reconciliation in the earnings announcements‟ press releases even though CESR‟
recommendation states that firms should ldquodefine the components included in an alternative
performance measurerdquo (paragraph 22) and explain the differences between GAAP and non-
GAAP figures which ldquomight be through a reconciliationrdquo (paragraph 25) This results in part D
of our first hypothesis
H1D The probability of not disclosing a reconciliation between non-GAAP and GAAP
earnings is higher when compensation is linked to the performance of the firm
22 Board quality and non-GAAP reporting decisions
Corporate governance mechanisms that limit opportunistic management behavior benefit
all stakeholders (Ashbaugh-Skaife et al 2006) As a result of less opportunistic reporting
11
strategies better governed firms tend to make more informative disclosures (Beekes and Brown
2006) Furthermore when good practices are in place corporate governance mechanisms can
counterbalance the weakness of regulation (Klapper and Love 2004) The intuition according to
Durnev and Kim (2005) is that good corporate governance ldquoplays a more important role in
alleviating the harmful effects of ineffective legal framework when regulation is weakrdquo Thus
we expect good governance practices to be particularly important in preventing opportunistic
non-GAAP reporting in Europe as there is no regulation Given that the board of directors is the
central internal control mechanism for monitoring managers (Fama 1980) we focus the analysis
of the effect of corporate governance on non-GAAP opportunistic reporting on the quality of the
board
To the best of our knowledge there are only two papers that analyze the effect of boards
on non-GAAP disclosures Frankel et al (2011) and Jennings and Marques (2011) both using
US data These studies analyze only one characteristic of the board the independence of its
members Their results indicate that independence of outside directors is associated with better
non-GAAP disclosures We extend these findings by measuring board quality via a score of
board characteristics as literature has established independence to be one important factor of the
efficiency of the board but not the only one The use of scores is common practice in the
corporate governance literature as it allows to take into the consideration the complexity and the
interactions of governance systems (eg Gompers et al 2003 Brown and Caylor 2006
Bebchuck et al 2009 Aggarwal et al 2009) In our score we consider independence and among
other things that busy boards are associated with weak corporate governance (Fich and
Shivdasani 2006) by evaluating attendance that when the CEO also holds the position of the
chairman of the board internal control systems may fail (Jensen 1993) due to the concentration
12
of decision management and decision control in one individual and that the independence of
committees is also important (Karamanou and Vafeas 2005) We expect to find a negative
association between our board quality score and the proxies for opportunistic reporting practices
indicating that better governed firms make more informative non-GAAP disclosures We divide
the hypothesis linked to board quality in four parts as follows
H2A The propensity to disclose non-GAAP earnings in earnings announcements‟ press
releases is lower when the board of directors follows more desirable corporate
governance standards
H2B The probability of firms adjusting GAAP earnings for recurring items when
calculating their non-GAAP figures is lower when the board of directors follows more
desirable corporate governance standards
H2C The prominence given to non-GAAP figures in the press release is reduced when
the board of directors follows more desirable corporate governance standards
H2D The probability of not disclosing a reconciliation between non-GAAP and GAAP
earnings decreases when the board of directors follows more desirable corporate
governance standards
3 Data and sample
13
We begin our sample selection process with all firms included in the Financial Times
2006 classification of the 500 largest European firms which is based on the 2005 financial
reports The selection criteria results in a sample of large firms that are followed carefully by all
agents in the financial markets We eliminate from the sample financial institutions and utilities‟
firms as these are subject to specific regulations After removing firms-years with missing press
releases the sample comprise 805 observations representing 318 firms from 20 European
countries for the period 2003 to 2005 For every one of these firm-years we obtain financial data
from WorldscopeDatastreamIBES For data on managers‟ compensation and board
characteristics we rely on the data provided by Institutional Shareholder Services (ISS) The data
on ownership is collected from LionShares
We hand-collect non-GAAP information from press releases of the annual earnings
announcements which are obtained via Factiva or the firms‟ websites We collect information
about the manager-adjusted non-GAAP financial measures from the press release in order to
obtain the most accurate information about managers‟ disclosures To be conservative when the
label given to the earnings measure was dubious we did not consider these as non-GAAP
financial measures3 We also hand-collect whether or not the firms disclose a reconciliation
Given that the CESR does not recommend the use of a tabular reconciliation we consider that
firms disclose a reconciliation if information about the adjustments is presented even if this is
part of the text of the press release
When reading the annual earnings announcements‟ press releases it became clear that the
voluntarily disclosure of non-GAAP financial measures was widespread in European firms An
analysis of the data collected reveals that in all industries the majority of the firms disclose non-
3 It is also important to take into consideration that we only collect non-GAAP measures that in some way portray a
firm‟s results (ie all sorts of earnings numbers) Thus we ignore measures related with other aspects of a firm‟s
performance (sales for example)
14
GAAP measures (Table 1 Panel A)4 In fact 80 of the press releases include at least one non-
GAAP earnings figure This practice is more prevalent in manufacturing materials and
electronics and transportation and communication though
Panel B of Table 1 indicates that GAAP earnings are often adjusted for items that are
considered recurring such as RampD expenses depreciation expenses stock-based compensation
and tax-related values (63 of observations) That practice is common across all industries
Further we calculate how many of the non-GAAP numbers are a result of adjusting for revenue
items instead of expenses (ie cases where the non-GAAP number is lower than the GAAP
figure) We find that this happens in only 11 of the non-GAAP disclosures
Disclosing firms typically report non-GAAP earnings measures in a more prominent
location of the press release than GAAP earnings figures (Table 1 Panel C) In fact firms give a
higher emphasis to non-GAAP earnings in 83 of the cases where such a number is present in
the press release As non-GAAP earnings figures are usually higher than the corresponding
GAAP figures this evidence suggests an intention to depict a better picture of firms‟
performance which can lead to higher compensation5 The most common location where
managers disclose non-GAAP earnings is the area of subtitles or highlights of the press release
ie right after the title and before the text Furthermore the emphasis given to non-GAAP
figures varies significantly across industries
Panel D of Table 1 shows the percentage of firms that disclose a reconciliation in their
press release given that a non-GAAP disclosure was made Our findings indicate that in
approximately 66 of the cases firms choose to disclose some kind of reconciliation between the
non-GAAP measures and the corresponding GAAP figures This means there are still firms that
4 Industry classification is based on the two-digit SIC codes
5 This evidence should be interpreted with caution as most of the adjustments to GAAP earnings are income-
decreasing (Hitz 2010)
15
do not follow the CESR recommendation of defining the components included in their
alternative performance measures Further analysis reveals that only 36 disclose a tabular
reconciliation
ltInsert table 1 heregt
Finally we calculate the percentage of the sample firms that simultaneously adjust for
recurring items and give a higher prominence to non-GAAP earnings measures than to GAAP
earnings figures in the press release as these practices can easily be classified as misleading
Untabulated results indicate that over 60 of firms adjust for recurring items while at same time
give more emphasis to non-GAAP numbers Although this descriptive evidence seems to
indicate the existence of many cases of opportunistic reporting of non-GAAP it is still possible
that some firms do report non-GAAP to transfer private information to the market These
observations if they exist will work against us finding results which support our expectations
4 Research design and descriptive results
Our hypotheses assess the effect of compensation and board quality on firms‟ non-GAAP
reporting decisions that are likely to indicate opportunistic reporting This association is studied
using the following model
Non-GAAP reporting decision =
f (Compensation + Board quality + Other firm incentives)
16
We measure the dependent variable non-GAAP reporting decision in four alternative
ways in accordance with the hypotheses presented in section 2 Firstly we consider whether or
not a firm discloses a non-GAAP measure in the annual earnings announcement press release In
this case function f takes the form of a logistic regression where the dependent variable is non-
GAAP disclosure an indicator variable coded as one when the firm reports non-GAAP figures in
the earnings announcement press release and zero otherwise
Secondly we study the choice of adjustments made to GAAP earnings in the calculation
of non-GAAP figures Recurring adjustments is an indicator variable taking the value of one if
the firm excludes from GAAP earnings recurring items such as RampD expenses depreciation
expenses stock-based compensation items and tax-related and zero otherwise In this case
function f takes the form of a logistic regression
Thirdly we look at the emphasis given to the first non-GAAP measure disclosed - the
categories used in the classification of the variable non-GAAP emphasis are as follows (1) title
(2) subtitle or highlights (3) first or second paragraph (4) third paragraph or lower In this case
the function f takes the form of a multinomial logistic regression where the dependent variable is
coded as one two three or four according to the emphasis given and five otherwise (ie when
the non-GAAP measure is disclosed in a less prominent location of the press release near the
financial statements or no non-GAAP measure is disclosed)6
Lastly we analyze whether managers disclose information regarding the reconciliation
between non-GAAP earnings and the corresponding GAAP measure (in a tabular format or
through written explanations) To be consistent with the previous analyses where we expect the
voluntary reporting decision to be positively (negatively) associated with compensation (board
6 Category five joins the cases where non-GAAP figures are disclosed in the financial statements and the cases
where no non-GAAP numbers are disclosed as in some countries (eg Spain) financial statements have rigid
formats leaving no room for non-GAAP measures This is mentioned in Appendix 1 of the 2009 EFRAG report
17
quality) we define NoReconciliation in the negative way ie as an indicator variable coded as
one if the firm does not report a reconciliation between non-GAAP and the corresponding GAAP
earnings measure in the annual announcement‟ press release and zero otherwise The function f
takes the form of a logistic regression
Compensation is an indicator variable coded as one when directors receive all or a part of
their fees in stock and options grants which are aligned with the firm market performance7
Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009)8 For
each of the 11 board characteristics considered a value of one is assigned whenever the board
attribute is present and a value of zero is attributed otherwise Then all the attributes‟ values are
added to form a board quality score Table 2 presents the percentage of observations where the
criteria used to measure board quality and managers‟ compensation are met The CEO is not the
chairman of the board in more than 90 of the cases there is no former CEO on the board in
835 of the cases and the CEO does not have related-party transactions in 678 of cases On
the other hand the attendance of most board meetings is relatively low (in only 354 of cases
all directors have attended at least 75 of the meetings) The independence of board committees
also varies Compensation committees are predominantly independent but audit committees have
only a majority of independent members in 86 of the cases Regarding compensation we find
that in 606 of the firm-years directors receive all or a portion of their fees in stock and option
grants that are aligned with the firm‟s market performance Thus performance-based
compensation is a wide-spread practice in our sample
7 We recognize that a continuous variable (as the percentage of total compensation that is paid in stock and options
grants which are aligned with company market performance) might be more informative than an indicator variable
However we were unable to find such information for the sample firms 8 Aggarwal et al (2009) consider 25 board attributes and 10 compensation and ownership attributes We included
only 11 attributes in our score because the remaining attributes are coded missing for more than one quarter of the
sample
18
ltInsert table 2 heregt
Other firm incentives refer to firm specific characteristics that affect non-GAAP reporting
choices We consider the following disclosure incentives The proportion of institutional and
insider ownership as a strong presence of these shareholders reduces the need for public
voluntary disclosures (eg Schadewitz and Blevins 1998 and Eng and Mak 2003)9 Consensus
beating (indicator variable coded one if non-GAAP earnings meet or beat the analysts‟ consensus
forecast and GAAP earnings do not and zero otherwise) and analyst following (log of the
number of analysts following the firm) proxy for the influence of financial analysts on non-
GAAP reporting Following previous studies on the determinants of non-GAAP disclosures (eg
Lougee and Marquardt 2004 and Marques 2006) we also include the proportion of intangibles
(intangibles to total assets) special items (indicator variable coded as one if the firm reports
special items and zero otherwise) earnings variability (standard deviation of earnings to assets in
the previous three fiscal years) size (log of market value) and leverage (debt to total assets)
Finally we control for firms that cross-list in US markets as these firms are subject to strict
regulations regarding non-GAAP disclosures (Regulation G)
Table 3 reports descriptive statistics on the financial characteristics of the sample used in
the multivariate analysis A comparison of the first two lines of Table 3 Panel A reveals that the
mean of non-GAAP EPS is 367euro while the mean of the GAAP EPS is just 271euro10
This result is
in line with findings of other studies as firms tend to adjust their GAAP figures mainly by
9 Insider ownership considers ownership positions held by non-buy-side entities such as officers directors public
and private companies and ESOPs Thus it includes managers families financial institutions and other firms 10
Sometimes firms disclose more than one non-GAAP earnings figure in their press release When that happens we
use the first non-GAAP figure disclosed by the firm (ie the one to which more emphasis is given in the press
release) to calculate the mean non-GAAP EPS
19
excluding expenses which leads to non-GAAP figures higher than the comparable GAAP
number This practice has caused concerns among regulators and investors as often it leads to the
presentation of a positive non-GAAP earnings number while the corresponding GAAP earnings
figure is in fact a loss IOSCO (the International Organization of Securities Commission) issued
a cautionary statement in 2002 where it stated problems arise if non-GAAP measures are used in
such a way ldquoas to obscure the financial results determined according to GAAP or provide and
incomplete description of true financial resultsrdquo
On average institutional investors hold 28 of the firms‟ shares and insider investors
hold 23 of the shares The average sample firm is followed by 17 analysts (corresponding to a
log of 402) has market capitalization around 14500 thousand Euros (a log of 884) and a debt
to assets ratio of 28 Panel B of Table 3 reports frequencies for the discrete variables In
approximately one third of the cases non-GAAP earnings is higher than analysts‟ forecasts while
GAAP earnings measures show that the firm does not meet the consensus Some of the sample
firms are cross-listed in US markets (36) and most report special and extraordinary items
(854)
ltInsert table 3 heregt
Table 4 presents the Pearson correlation matrix for the variables included in our
multivariate analysis Results indicate that performance-based compensation is positively
correlated with the decision to make a non-GAAP disclosure and the decision to not disclose
reconciliation information between non-GAAP and GAAP measures These correlations suggest
that compensation is an important determinant of non-GAAP disclosure decisions Apart of
20
compensation the decision to disclose a non-GAAP figure is associated with analyst attention to
the firm (ie number of analysts following and beating analyst earnings forecasts) insider
ownership the level of intangibles and the existence of special items As expected firms‟
adjustments to GAAP earnings are positively correlated with intangibles (which include
goodwill) and special items We also find a positive correlation between the fact that firms make
adjustments for recurring items and insider ownership and special items and a negative
correlation between this and institutional ownership and cross-listing in the US Finally the
emphasis given to non-GAAP information in the press release is positively correlated with
intangibles and the fact that non-GAAP numbers beat the analysts‟ target and negatively
correlated with insider ownership
ltInsert table 4 heregt
5 Results on the association between compensation board quality and non-GAAP
reporting decisions
Table 5 presents the empirical results of our study of the relation between compensation
board quality and the decision to disclose non-GAAP earnings measures The first estimation of
the logit model (column 1) considers only the impact of compensation on the disclosure decision
the second estimation of the logit model (column 2) considers the impact of board quality by
itself and the third set of results (column 3) considers the two factors concurrently The two
coefficients estimated for performance-base compensation are positive and statistically
significant (columns 1 and 3) This result supports hypothesis 1A as the propensity to disclose
non-GAAP earnings in earnings announcements‟ press releases is higher when compensation is
21
linked to the market performance of the firm Consistent with hypothesis 2A the estimated
coefficients for board quality are negative and statistically significant (columns 2 and 3) That is
the probability of reporting discretionary non-GAAP measures is lower when the board of
directors follows more desirable corporate governance standards Thus while compensation
contracts linked to performance can encourage firms to disclose non-GAAP measures
opportunistically (and in ways that can mislead investors) effective boards can counteract this
effect
The results for the other firm factors are in line with previous academic findings Both
measures of ownership are negative and statistically significant in the three specifications of our
model This supports the idea that a higher level of institutional ownership is associated with less
disclosure of non-GAAP figures that might be opportunistic (Jennings and Marques 2011)
Given that in Europe capital is traditionally less dispersed and family firms are still prevalent
there is less need for voluntary public information while at the same time there is closer
monitoring over managers‟ actions This is consistent with our findings for insider ownership
The results for consensus beating suggest that managers use the disclosure of non-GAAP figures
to appear to meet or beat analyst earnings benchmarks (as documented in Black and Christensen
2009 and Isidro and Marques 2010)
ltInsert table 5 heregt
Table 6 presents the results of the analysis of the association between compensation
board quality and the adjustment for recurring items in firms‟ calculation of non-GAAP earnings
measures Black and Christensen (2009) find that managers opportunistically exclude from
22
GAAP earnings recurring items such as RampD expenses depreciation expenses stock-based
compensation items and tax-related charges Our estimation shows that in the two models where
compensation is included (columns 1 and 3) the coefficients are positive and statistically
significant suggesting that in firms where compensation is tied to market performance there is a
higher probability of adjusting GAAP earnings for items that are recurring This is consistent
with hypothesis 1B We find no impact of board quality on the propensity to adjust for recurring
items Thus we are unable to reject the null hypothesis on the case of hypothesis 2B This may
be because the board does not have detailed information on how recurring the items excluded
can be Institutional shareholders and insiders seem to have a disciplinary effect of the
adjustment for recurring items as both sets of estimated coefficients (columns 1 and 3) are
negative and statistically significant
As a robustness check we also run an OLS model where the dependent variable is the
total value of the adjustments made ie non-GAAP earnings per share minus GAAP earnings
per share This is a weaker test of our hypothesis as the variable may also include adjustments
for items that are in fact non-recurring (and thus justifiable) Non-tabulated results for this
specification are consistent with those presented in Table 6 suggesting that compensation is an
important motive for opportunistic reporting of non-GAAP information11
lt Insert table 6 heregt
Table 7 presents the results of the analysis of the association between compensation
board quality and the emphasis that managers give to non-GAAP earnings measures in the press
11
Consistent with this being a weaker test of managers‟ intentions the estimated coefficients have a lower level of
statistical significance
23
release As before the first estimation of our model considers the impact of compensation on the
disclosure decision the second estimation considers the impact of board quality and the third set
of results considers the two factors concurrently Given that this analysis is performed using a
multinomial logistic regression we divide the table into 4 panels each one corresponding to a
specific position of the non-GAAP measures in the earnings announcement press release
Panel A which analyzes non-GAAP disclosures in the title of the press release shows
that the estimated coefficient for our compensation variable is positive and statistically
significant That is when compensation is linked to the performance of the firm the non-GAAP
earnings measure disclosed is in the title of the press release more often as compared to
reporting it in the financial statements (the part of the press release not considered in any panel)
or not reporting it at all However compensation does not affect the positioning of non-GAAP
measures significantly in any other part of the press release This result suggests that when firms
position their non-GAAP measures strategically they tend to include it in the title of the press
release which is consistent with firms giving more emphasis to non-GAAP measures whenever
they have a strategic reason for doing so This practice can have an important impact in financial
markets as price reactions to earnings announcements tend to be higher when the non-GAAP
number is placed first in the press release particularly from less-sophisticated investors (Allee et
al 2007)
The results for board quality reveal that this variable is negatively associated with the
emphasis given to non-GAAP measures in all panels when considered independently from
managers‟ compensation (column 2) This is consistent with our hypothesis 2C When
considered concurrently with managers‟ compensation (column 3) the estimated coefficients for
board quality remain negative and statistically significant except in Panel B where the
24
coefficient although negative is not statistically different from zero Given that in the third
model of panel A where the two measures are considered concurrently compensation has a
positive and significant effect while board quality has a negative and significant effect we
conclude that board quality can reduce opportunistic emphasis given to non-GAAP disclosures
motivated by compensation For economy of space we do not tabulate the results for the other
firm factors but these are consistent with previous findings
ltInsert Table 7 heregt
Our last set of hypotheses (1D and 2D) states that the non disclosure of a reconciliation
between non-GAAP and GAAP earnings is more (less) likely when compensation is linked to
firm performance (when the board of directors follows more desirable corporate governance
standards) Estimation results presented in Table 8 indicate that performance-based
compensation contracts seem to restrain the disclosure of information that allows users of
financial statements to reconcile non-GAAP to GAAP earnings As firms tend to make higher
adjustments to GAAP figures when compensation is aligned with firm performance avoiding the
disclosure of detailed information about the adjustments made helps to portray a better picture of
firm performance However our results also indicate that board quality does not impact on the
decision to provide reconciliation information
A caveat of our reconciliation results is that in certain regimes providing reconciliations
is not a voluntary decision but a requirement imposed either by accounting or market rules For
example in the UK Financial Reporting Standard 3 (Accounting Standards Board 1993)
requires alternative earnings per share figures to be reconciled with a GAAP figure and in
25
France the Autoriteacute des Marcheacutes Financiers has a similar request However there is also
evidence that firms in certain countries do not follow these rules (eg Aubert 2010 reports that
in France reconciliations are rarely provided by managers) As a robustness check we repeat the
empirical analysis excluding firms from these two countries The results are weaker but in line
with the findings reported in Table 8 We also find similar conclusions for the reconciliation
analysis when we distinguish between tabular reconciliations and written reconciliations and
when we exclude firms cross-listed in the US where reconciliations are required
ltInsert table 8 heregt
Presenting a reconciliation between GAAP and non-GAAP numbers can help investors
understand the adjustments made Thus reporting a reconciliation may interfere with firms‟
choices regarding non-GAAP reporting namely adjusting for items that are recurring and giving
a high emphasis to non-GAAP figures in the press release To check for this effect we re-run the
equations of tables 6 and 7 for the subsample of observations that report a reconciliation The
results are consistent with our initial analysis suggesting that firms‟ disclosing practices are not
conditioned by the presentation of reconciliation information
6 Conclusion
For a set of international firms we analyze how compensation and good corporate
governance in the board of directors influences non-GAAP reporting decisions We analyze four
26
aspects of non-GAAP reporting that are often associated with firms‟ opportunistic intention to
portray a better image of their performance the decision to make a non-GAAP disclosure the
fact that some firms make adjustments for recurring items to GAAP earnings to calculate a non-
GAAP measure the high emphasis given to non-GAAP measures in the press release and not
disclosing a reconciliation that explains the difference between non-GAAP and GAAP earnings
We expect and find a positive relation between those discretionary aspects of non-GAAP
reporting and the fact that firms pay all or a portion of compensation in stock and option grants
aligned with firm performance Our findings suggest that performance-based compensation
encourages firms to use non-GAAP information opportunistically in order to boost users‟
perceptions about firm performance and thus maximize compensation The empirical results also
indicate that an efficient board of directors capable of monitoring firms‟ actions can help
counteract some of the discretionary disclosure choices In particular we find that an efficient
board of directors can reduce the likelihood of disclosing non-GAAP figures and reduce the
emphasis given to non-GAAP information in the press release However the exclusion of
recurring items from GAAP earnings and the decision to present reconciliation between non-
GAAP and GAAP measures do not seem to be influenced by the quality of the board It is
possible that the board does not monitor these reporting aspects Our results suggests that
internal corporate controls have only limited influence over firms‟ non-GAAP disclosure
decisions which may be of interest to regulators interested in the introduction of non-GAAP
rules in Europe
27
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Allee K Bhattacharya N Black E and Christensen T (2007) Pro forma disclosure and
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Andersson P and Hellman N (2007) Does pro forma reporting bias analyst forecasts
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Ashbaugh-Sakife H Collins D and LaFond R (2006) The effects of corporate governance on
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Bamber L Jiang J and Wang I (2010) Whats my style The influence of top managers on
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Beekes W and Brown P (2006) Do better-governed Australian firms make more informative
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Bhattacharya N Black E Christensen T and Larson C (2003) Assessing the relative
informativeness and permanence of pro forma earnings and GAAP operating earnings
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Black D Black E Christensen T and Waegelein J (2011) The effects of executive
compensation contracts and auditor effort on firms pro forma reporting decisions
Working paper - Duke University
Black D and Christensen T (2009) US managers‟ use of bdquopro forma‟ adjustments to meet
strategic earnings targets Journal of Business Finance amp Accounting 36 (3) 297-326
Bowen R Davis A and Matsumoto D (2005) Do firms strategically emphasize performance
metrics in their earnings press releases The Accounting Review 80 (4) 1011-1038
Brown L and Caylor M (2006) Corporate governance and firm valuation Journal of
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Brown L D and Sivakumar K (2003) Comparing the value relevance of two operating income
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Choi Y Lin S Walker M and Young S (2007) Disagreement over the persistence of
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Durnev A and Kim E (2005) To steal or not to steal firm attributes legal environment and
valuation The Journal of Finance 60 (3) 1461-1493
Elliott W (2006) Are investors influenced by pro forma emphasis and reconciliations in
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29
Eng L and Mak Y (2003) Corporate governance and voluntary disclosure Journal of
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European Financial Reporting Advisory Group (2009) Pro-active accounting activities in
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EFRAG
Fama E (1980) Agency problems and theory of the firm Journal of Political Economy 88 (2)
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Fich E and Shivdasani A (2006) Are busy boards effective monitors The Journal of Finance
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Frankel R McVay S and Soliman M (2011) Non-GAAP earnings and board independence
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Frederickson J and J Miller (2004) The effects of pro forma earnings disclosures on analysts‟
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Gompers P Ishii J and Metrick A (2003) Corporate governance and equity prices Quarterly
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Hitz J (2010) Press release disclosure of pro forma earnings metrics by large German
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Holthausen R D Larcker and RSloan (1995) Annual Bonus Schemes and the Manipulation of
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ISCTE Business School
Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
manager-adjusted non-GAAP earnings Journal of Business Finance amp Accounting
forthcoming
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Karamanou I and Vafeas N (2005) The association between corporate boards audit
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emerging market American Business Review 16 (1) 41ndash55
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32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
3
Marques 2010 Zhang and Zheng 2011) (i) the decision to disclose non-GAAP earnings
measures in annual earnings announcements (ii) the decision to make adjustments for recurring
items to GAAP figures to calculate non-GAAP earnings (iii) the prominence given to these
measures in the press release and (iv) the decision to disclose a reconciliation justifying
differences between non-GAAP earnings and the corresponding GAAP measure These four
decisions may be used by firms in a discretionary way potentially misleading investors and
diminishing the efficient functioning of capital markets In fact Howard Scheck chief
accountant at the Securities and Exchange Commission‟s Division of Enforcement has recently
named the disclosure of non-GAAP figures as a ldquofraud risk factorrdquo (Leone 2010) Strong
corporate controls translated into better board quality can help counteract the opportunistic use
of these non-GAAP disclosures
We perform our tests using a set of European firms as research on non-GAAP
disclosures outside the US is still scarce and the lack of strict rules on non-GAAP reporting in
Europe makes the European environment more prompt to the opportunistic use of non-GAAP
information1 Concerns about the discretionary use of non-GAAP information have been recently
voiced by European entities such as the EFRAG ndash the European Financial Reporting Advisory
Group The group analyzed a small sample of firms and discovered that (i) non-GAAP measures
disclosed were calculated differently by different firms and (ii) the adjustments made vary not
only among firms but also sometimes over time and conclude that ldquoan element of personal
preferencerdquo may also be involved Hence our findings can inform regulators about the
effectiveness of internal incentives and controls over non-GAAP reporting and consequently
assess the need for regulation regarding non-GAAP reporting
1 Some of the firms in our sample are also listed in the US and therefore subject to US non-GAAP rules
(Regulation G) We control for this fact in our empirical analysis
4
Our sample is drawn from the Financial Times 2006 list of the 500 largest European
firms After eliminating all financial firms and utilities and considering missing data issues our
final sample consists of 805 firm-year observations for fiscal years 2003 2004 and 2005 For
each firm we gather non-GAAP data directly from the annual earnings press release This
ensures us that we have information on all disclosures made by managers and that the numbers
collected are indeed the ones that managers decided to disclose (without need of use of a proxy
such as analysts‟ actual earnings figures) The data reveals that non-GAAP disclosures are very
common in Europe and that most of the non-GAAP figures are higher than the GAAP
comparable measures which is consistent with US disclosures and can be seen as an indication
of an interest to influence investors‟ perceptions (Bhattacharya et al 2003)
Our empirical results indicate that when compensation is linked to firms‟ performance the
propensity to disclose non-GAAP earnings significantly increases even after controlling for
other firm determinants of non-GAAP disclosure previously identified (eg Lougee and
Marquardt 2004 and Isidro and Marques 2010) This finding suggests that the market reacts to
non-GAAP earnings and firms are aware of this and interested in reaching higher price levels2
As expected we also find that good corporate governance translated into an efficient board of
directors reduces the propensity to disclose non-GAAP figures
Regarding managers‟ adjustments to GAAP earnings we observe that firms adjust for
recurring items (RampD expenses depreciation expenses stock-based compensation and tax-
related values) more often when compensation contracts are linked to market performance
However board quality does not counteract this effect This may be because the board does not
have detailed information on how recurring the items excluded can be
2 An alternative explanation is that non-GAAP measures are also used in compensation contracts Our data does not
allow us to explore this alternative explanation
5
We next analyze whether compensation influences the positioning of the non-GAAP
financial measures The emphasis given to these measures in the press release has been shown to
affect investors‟ perception of firms‟ performance (eg Elliott 2006) and thus firms may
intentionally give more prominence to non-GAAP measures We observe that the majority of
firms give higher emphasis to non-GAAP information than GAAP information in the press
release which suggests an opportunistic behaviour It also shows that firms do not follow the
recommendation of the Committee of European Securities Regulators (CESR) the European
market regulator to present non-GAAP measures in a less prominent way than GAAP measures
More importantly we find a higher probability of presenting non-GAAP measures in the title of
the press release when managers‟ compensation is linked to the firm‟s market performance The
quality of the board of directors seems to reduce the practice of reporting non-GAAP measures
in a more prominent location of the press release This suggests that if firms use the positioning
of non-GAAP figures in the press release with the intent to boost investors‟ perception of firm
performance a strong monitoring mechanism can limit that practice
Finally we find there is a higher probability of firms not disclosing information that
permits investors to reconcile non-GAAP with GAAP earnings when compensation is associated
with performance However board quality has no significant influence on this reporting
decision
This paper adds to two streams of literature corporate governance and non-GAAP
reporting To our knowledge only one other paper studies the association between compensation
and non-GAAP reporting Black et al (2011) The authors contend that compensation contracts
can either encourage or discourage opportunistic reporting of non-GAAP measures depending
on the horizon of the contracts We provide evidence that compensation tied to market
6
performance creates incentives to engage in non-GAAP disclosures that are consistent with
opportunistic reporting We also show that efficient internal governance mechanisms can help
mitigate some of the opportunistic reporting practices Our findings add to previous research
showing that board independence curbs opportunistic non-GAAP disclosures (Frankel et al
2011 Jennings and Marques 2011) Our results can assist European regulators and other users
interested in judging whether good governance practices at the board level are sufficient in
reducing opportunistic use of non-GAAP information (and thus substitute regulation)
The paper is organized as follows The next section presents the hypotheses development
and discusses the relevant prior literature The third section describes the data and sample
Section four outlines the research design and reports the descriptive statistics Section five
presents the empirical results on the association between compensation board quality and non-
GAAP reporting decisions The last section concludes the study
2 Hypotheses development
While some academic research presents evidence consistent with managers‟ claims that
non-GAAP measures convey relevant information to investors about core earnings (eg
Bhattacharya et al 2003 and Brown and Sivakumar 2003) other studies suggest that firms use
non-GAAP disclosures in an attempt to pass a more favorable impression of performance (eg
Doyle et al 2003 Bowen et al 2005 Black and Christensen 2009 Isidro and Marques 2010)
Possibly both types of situations co-exist in markets We do not argue that non-GAAP
disclosures are always opportunistic Nor do we try to identify those that are opportunistic What
we do is to analyze two mechanisms (compensation contracts and governance quality) that are
likely to affect firms‟ opportunistic non-GAAP reporting
7
21 Performance-based compensation and non-GAAP reporting decisions
Agency theory indicates that performance-based compensation is a way to align
managers and shareholders interests (eg Jensen and Murphy 1990) Performance-pay incentives
can encourage managers to increase shareholders wealth but can also create incentives to
manipulate financial information (eg Holthausen et al 1995) Aboody and Kasznik (2000)
document changes in share prices and analyst earnings forecasts around option awards
suggesting that CEOs manage investors‟ expectations around award dates by delaying good news
and rushing forward bad news The authors suggest ldquothat CEOs make opportunistic voluntary
disclosures that maximize their stock options compensationrdquo Although compensation is not
usually linked to non-GAAP numbers non-GAAP disclosures can be used opportunistically to
enhance the market valuation of the firm and thus increase performance-based compensation
In a recent paper Black et al (2011) find an association between opportunistic non-
GAAP disclosures and compensation contracts They show that in the US compensation
contracts can mitigate opportunistic non-GAAP reporting but only if they include a long-term
performance plan for top management The authors suggest that bonus compensation that
focuses on short-term performance is likely to encourage opportunistic non-GAAP reporting We
are interested in investigating whether the association between non-GAAP reporting practices
and managers‟ compensation exists outside the US context where there are no strict rules on
non-GAAP disclosures and investors react differently to non-GAAP information (eg Anderson
and Hellman 2007) Based on prior evidence we hypothesize that performance-based
compensation motivates firms to engage in opportunistic non-GAAP reporting in order to
increase the short-term value of their bonuses and stock options
8
We rely on previous research to identify non-GAAP reporting decisions that are likely to
indicate opportunistic behavior Specifically we consider four reporting decisions (i) whether or
not to disclose a non-GAAP earnings figure in the earnings announcement press release (ii) the
exclusion of recurring items from GAAP numbers when calculating a non-GAAP measure (iii)
the prominence given to the non-GAAP measures in the press release and (iv) the disclosure or
not of reconciliation between GAAP earnings and the non-GAAP figures
The first decision that we consider is whether managers disclose a non-GAAP measure in
the press release or not While the disclosure may be motivated by altruistic reasons the fact
that non-GAAP typically portrays better performance than GAAP suggests that a disclosure can
be used for opportunistic reasons In fact the objective of CESR‟s 2005 recommendation is ldquoto
ensure that investors are not misled through the use of alternative performance measuresrdquo As
compensation linked to performance can encourage voluntary disclosures that boost firms‟
market performance we expect a positive association between manager compensation and a non-
GAAP disclosure decision We state part A of our first hypothesis as follows
H1A The propensity to disclose non-GAAP earnings in earnings announcements‟ press
releases is higher when compensation is linked to the performance of the firm
The second decision studied is the type of adjustments firms do to GAAP earnings Firms
typically exclude from GAAP earnings expenses such as extraordinary items which they claim
to be non-recurring But empirical research shows that firms also exclude recurring expenses
such as depreciation stock-based compensation and research and development and that this
practice is associated with opportunistic motives (eg Black and Christensen 2009) We expect
9
that firms where compensation is linked to performance to make adjustments for recurring items
more frequently than others when calculating their non-GAAP figures We define hypothesis 1B
as indicated below
H1B The probability of firms adjusting GAAP earnings for recurring items when
calculating their non-GAAP figures is higher when compensation is linked to
performance
The third decision we analyze is what prominence firms give to non-GAAP earnings
numbers in the press release Paragraph 29 of CESR‟ recommendation on alternative
performance measures states ldquoit can be observed that issuers tend to present alternative
performance measures sometimes even more prominently that the defined measuresrdquo In order to
ensure that investors are not misled the committee recommends that non-GAAP measures are
given less prominence than GAAP earnings figures In the US literature on the emphasis given
to non-GAAP figures indicates that managers give more prominence to these metrics when they
portray better firm performance than GAAP numbers (Bowen et al 2005 Elliott 2006 Allee et
al 2007) Based on this literature we expect that firms where compensation is tied to
performance to give higher emphasis to non-GAAP figures and thus part C of our first
hypothesis is as follows
H1C The prominence given to non-GAAP figures in the press release is higher when
compensation is linked to the performance of the firm
10
The fourth decision that we investigate is whether firms choose to disclose a
reconciliation between non-GAAP and GAAP numbers in the press release or not Elliott‟s
(2006) experimental results indicate that the effects of prominence of non-GAAP financial
measures in earnings announcements can be mitigated by including a reconciliation Marques
(2010) shows that reconciliations are informative to investors even after controlling for the
information content of other financial statements Furthermore Zhang and Zheng (2011) find
that before regulation G was put in place in the US the mispricing of non-GAAP earnings
existed only in firms that did not disclose a tabular reconciliation These findings suggest that
market participants‟ can interpret the adjustments made by managers and reflect them on their
decisions if the necessary information is provided Thus if firms are interested in altering users‟
perceptions of their earnings (maximizing stock compensation) we would expect them not to
disclose a reconciliation in the earnings announcements‟ press releases even though CESR‟
recommendation states that firms should ldquodefine the components included in an alternative
performance measurerdquo (paragraph 22) and explain the differences between GAAP and non-
GAAP figures which ldquomight be through a reconciliationrdquo (paragraph 25) This results in part D
of our first hypothesis
H1D The probability of not disclosing a reconciliation between non-GAAP and GAAP
earnings is higher when compensation is linked to the performance of the firm
22 Board quality and non-GAAP reporting decisions
Corporate governance mechanisms that limit opportunistic management behavior benefit
all stakeholders (Ashbaugh-Skaife et al 2006) As a result of less opportunistic reporting
11
strategies better governed firms tend to make more informative disclosures (Beekes and Brown
2006) Furthermore when good practices are in place corporate governance mechanisms can
counterbalance the weakness of regulation (Klapper and Love 2004) The intuition according to
Durnev and Kim (2005) is that good corporate governance ldquoplays a more important role in
alleviating the harmful effects of ineffective legal framework when regulation is weakrdquo Thus
we expect good governance practices to be particularly important in preventing opportunistic
non-GAAP reporting in Europe as there is no regulation Given that the board of directors is the
central internal control mechanism for monitoring managers (Fama 1980) we focus the analysis
of the effect of corporate governance on non-GAAP opportunistic reporting on the quality of the
board
To the best of our knowledge there are only two papers that analyze the effect of boards
on non-GAAP disclosures Frankel et al (2011) and Jennings and Marques (2011) both using
US data These studies analyze only one characteristic of the board the independence of its
members Their results indicate that independence of outside directors is associated with better
non-GAAP disclosures We extend these findings by measuring board quality via a score of
board characteristics as literature has established independence to be one important factor of the
efficiency of the board but not the only one The use of scores is common practice in the
corporate governance literature as it allows to take into the consideration the complexity and the
interactions of governance systems (eg Gompers et al 2003 Brown and Caylor 2006
Bebchuck et al 2009 Aggarwal et al 2009) In our score we consider independence and among
other things that busy boards are associated with weak corporate governance (Fich and
Shivdasani 2006) by evaluating attendance that when the CEO also holds the position of the
chairman of the board internal control systems may fail (Jensen 1993) due to the concentration
12
of decision management and decision control in one individual and that the independence of
committees is also important (Karamanou and Vafeas 2005) We expect to find a negative
association between our board quality score and the proxies for opportunistic reporting practices
indicating that better governed firms make more informative non-GAAP disclosures We divide
the hypothesis linked to board quality in four parts as follows
H2A The propensity to disclose non-GAAP earnings in earnings announcements‟ press
releases is lower when the board of directors follows more desirable corporate
governance standards
H2B The probability of firms adjusting GAAP earnings for recurring items when
calculating their non-GAAP figures is lower when the board of directors follows more
desirable corporate governance standards
H2C The prominence given to non-GAAP figures in the press release is reduced when
the board of directors follows more desirable corporate governance standards
H2D The probability of not disclosing a reconciliation between non-GAAP and GAAP
earnings decreases when the board of directors follows more desirable corporate
governance standards
3 Data and sample
13
We begin our sample selection process with all firms included in the Financial Times
2006 classification of the 500 largest European firms which is based on the 2005 financial
reports The selection criteria results in a sample of large firms that are followed carefully by all
agents in the financial markets We eliminate from the sample financial institutions and utilities‟
firms as these are subject to specific regulations After removing firms-years with missing press
releases the sample comprise 805 observations representing 318 firms from 20 European
countries for the period 2003 to 2005 For every one of these firm-years we obtain financial data
from WorldscopeDatastreamIBES For data on managers‟ compensation and board
characteristics we rely on the data provided by Institutional Shareholder Services (ISS) The data
on ownership is collected from LionShares
We hand-collect non-GAAP information from press releases of the annual earnings
announcements which are obtained via Factiva or the firms‟ websites We collect information
about the manager-adjusted non-GAAP financial measures from the press release in order to
obtain the most accurate information about managers‟ disclosures To be conservative when the
label given to the earnings measure was dubious we did not consider these as non-GAAP
financial measures3 We also hand-collect whether or not the firms disclose a reconciliation
Given that the CESR does not recommend the use of a tabular reconciliation we consider that
firms disclose a reconciliation if information about the adjustments is presented even if this is
part of the text of the press release
When reading the annual earnings announcements‟ press releases it became clear that the
voluntarily disclosure of non-GAAP financial measures was widespread in European firms An
analysis of the data collected reveals that in all industries the majority of the firms disclose non-
3 It is also important to take into consideration that we only collect non-GAAP measures that in some way portray a
firm‟s results (ie all sorts of earnings numbers) Thus we ignore measures related with other aspects of a firm‟s
performance (sales for example)
14
GAAP measures (Table 1 Panel A)4 In fact 80 of the press releases include at least one non-
GAAP earnings figure This practice is more prevalent in manufacturing materials and
electronics and transportation and communication though
Panel B of Table 1 indicates that GAAP earnings are often adjusted for items that are
considered recurring such as RampD expenses depreciation expenses stock-based compensation
and tax-related values (63 of observations) That practice is common across all industries
Further we calculate how many of the non-GAAP numbers are a result of adjusting for revenue
items instead of expenses (ie cases where the non-GAAP number is lower than the GAAP
figure) We find that this happens in only 11 of the non-GAAP disclosures
Disclosing firms typically report non-GAAP earnings measures in a more prominent
location of the press release than GAAP earnings figures (Table 1 Panel C) In fact firms give a
higher emphasis to non-GAAP earnings in 83 of the cases where such a number is present in
the press release As non-GAAP earnings figures are usually higher than the corresponding
GAAP figures this evidence suggests an intention to depict a better picture of firms‟
performance which can lead to higher compensation5 The most common location where
managers disclose non-GAAP earnings is the area of subtitles or highlights of the press release
ie right after the title and before the text Furthermore the emphasis given to non-GAAP
figures varies significantly across industries
Panel D of Table 1 shows the percentage of firms that disclose a reconciliation in their
press release given that a non-GAAP disclosure was made Our findings indicate that in
approximately 66 of the cases firms choose to disclose some kind of reconciliation between the
non-GAAP measures and the corresponding GAAP figures This means there are still firms that
4 Industry classification is based on the two-digit SIC codes
5 This evidence should be interpreted with caution as most of the adjustments to GAAP earnings are income-
decreasing (Hitz 2010)
15
do not follow the CESR recommendation of defining the components included in their
alternative performance measures Further analysis reveals that only 36 disclose a tabular
reconciliation
ltInsert table 1 heregt
Finally we calculate the percentage of the sample firms that simultaneously adjust for
recurring items and give a higher prominence to non-GAAP earnings measures than to GAAP
earnings figures in the press release as these practices can easily be classified as misleading
Untabulated results indicate that over 60 of firms adjust for recurring items while at same time
give more emphasis to non-GAAP numbers Although this descriptive evidence seems to
indicate the existence of many cases of opportunistic reporting of non-GAAP it is still possible
that some firms do report non-GAAP to transfer private information to the market These
observations if they exist will work against us finding results which support our expectations
4 Research design and descriptive results
Our hypotheses assess the effect of compensation and board quality on firms‟ non-GAAP
reporting decisions that are likely to indicate opportunistic reporting This association is studied
using the following model
Non-GAAP reporting decision =
f (Compensation + Board quality + Other firm incentives)
16
We measure the dependent variable non-GAAP reporting decision in four alternative
ways in accordance with the hypotheses presented in section 2 Firstly we consider whether or
not a firm discloses a non-GAAP measure in the annual earnings announcement press release In
this case function f takes the form of a logistic regression where the dependent variable is non-
GAAP disclosure an indicator variable coded as one when the firm reports non-GAAP figures in
the earnings announcement press release and zero otherwise
Secondly we study the choice of adjustments made to GAAP earnings in the calculation
of non-GAAP figures Recurring adjustments is an indicator variable taking the value of one if
the firm excludes from GAAP earnings recurring items such as RampD expenses depreciation
expenses stock-based compensation items and tax-related and zero otherwise In this case
function f takes the form of a logistic regression
Thirdly we look at the emphasis given to the first non-GAAP measure disclosed - the
categories used in the classification of the variable non-GAAP emphasis are as follows (1) title
(2) subtitle or highlights (3) first or second paragraph (4) third paragraph or lower In this case
the function f takes the form of a multinomial logistic regression where the dependent variable is
coded as one two three or four according to the emphasis given and five otherwise (ie when
the non-GAAP measure is disclosed in a less prominent location of the press release near the
financial statements or no non-GAAP measure is disclosed)6
Lastly we analyze whether managers disclose information regarding the reconciliation
between non-GAAP earnings and the corresponding GAAP measure (in a tabular format or
through written explanations) To be consistent with the previous analyses where we expect the
voluntary reporting decision to be positively (negatively) associated with compensation (board
6 Category five joins the cases where non-GAAP figures are disclosed in the financial statements and the cases
where no non-GAAP numbers are disclosed as in some countries (eg Spain) financial statements have rigid
formats leaving no room for non-GAAP measures This is mentioned in Appendix 1 of the 2009 EFRAG report
17
quality) we define NoReconciliation in the negative way ie as an indicator variable coded as
one if the firm does not report a reconciliation between non-GAAP and the corresponding GAAP
earnings measure in the annual announcement‟ press release and zero otherwise The function f
takes the form of a logistic regression
Compensation is an indicator variable coded as one when directors receive all or a part of
their fees in stock and options grants which are aligned with the firm market performance7
Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009)8 For
each of the 11 board characteristics considered a value of one is assigned whenever the board
attribute is present and a value of zero is attributed otherwise Then all the attributes‟ values are
added to form a board quality score Table 2 presents the percentage of observations where the
criteria used to measure board quality and managers‟ compensation are met The CEO is not the
chairman of the board in more than 90 of the cases there is no former CEO on the board in
835 of the cases and the CEO does not have related-party transactions in 678 of cases On
the other hand the attendance of most board meetings is relatively low (in only 354 of cases
all directors have attended at least 75 of the meetings) The independence of board committees
also varies Compensation committees are predominantly independent but audit committees have
only a majority of independent members in 86 of the cases Regarding compensation we find
that in 606 of the firm-years directors receive all or a portion of their fees in stock and option
grants that are aligned with the firm‟s market performance Thus performance-based
compensation is a wide-spread practice in our sample
7 We recognize that a continuous variable (as the percentage of total compensation that is paid in stock and options
grants which are aligned with company market performance) might be more informative than an indicator variable
However we were unable to find such information for the sample firms 8 Aggarwal et al (2009) consider 25 board attributes and 10 compensation and ownership attributes We included
only 11 attributes in our score because the remaining attributes are coded missing for more than one quarter of the
sample
18
ltInsert table 2 heregt
Other firm incentives refer to firm specific characteristics that affect non-GAAP reporting
choices We consider the following disclosure incentives The proportion of institutional and
insider ownership as a strong presence of these shareholders reduces the need for public
voluntary disclosures (eg Schadewitz and Blevins 1998 and Eng and Mak 2003)9 Consensus
beating (indicator variable coded one if non-GAAP earnings meet or beat the analysts‟ consensus
forecast and GAAP earnings do not and zero otherwise) and analyst following (log of the
number of analysts following the firm) proxy for the influence of financial analysts on non-
GAAP reporting Following previous studies on the determinants of non-GAAP disclosures (eg
Lougee and Marquardt 2004 and Marques 2006) we also include the proportion of intangibles
(intangibles to total assets) special items (indicator variable coded as one if the firm reports
special items and zero otherwise) earnings variability (standard deviation of earnings to assets in
the previous three fiscal years) size (log of market value) and leverage (debt to total assets)
Finally we control for firms that cross-list in US markets as these firms are subject to strict
regulations regarding non-GAAP disclosures (Regulation G)
Table 3 reports descriptive statistics on the financial characteristics of the sample used in
the multivariate analysis A comparison of the first two lines of Table 3 Panel A reveals that the
mean of non-GAAP EPS is 367euro while the mean of the GAAP EPS is just 271euro10
This result is
in line with findings of other studies as firms tend to adjust their GAAP figures mainly by
9 Insider ownership considers ownership positions held by non-buy-side entities such as officers directors public
and private companies and ESOPs Thus it includes managers families financial institutions and other firms 10
Sometimes firms disclose more than one non-GAAP earnings figure in their press release When that happens we
use the first non-GAAP figure disclosed by the firm (ie the one to which more emphasis is given in the press
release) to calculate the mean non-GAAP EPS
19
excluding expenses which leads to non-GAAP figures higher than the comparable GAAP
number This practice has caused concerns among regulators and investors as often it leads to the
presentation of a positive non-GAAP earnings number while the corresponding GAAP earnings
figure is in fact a loss IOSCO (the International Organization of Securities Commission) issued
a cautionary statement in 2002 where it stated problems arise if non-GAAP measures are used in
such a way ldquoas to obscure the financial results determined according to GAAP or provide and
incomplete description of true financial resultsrdquo
On average institutional investors hold 28 of the firms‟ shares and insider investors
hold 23 of the shares The average sample firm is followed by 17 analysts (corresponding to a
log of 402) has market capitalization around 14500 thousand Euros (a log of 884) and a debt
to assets ratio of 28 Panel B of Table 3 reports frequencies for the discrete variables In
approximately one third of the cases non-GAAP earnings is higher than analysts‟ forecasts while
GAAP earnings measures show that the firm does not meet the consensus Some of the sample
firms are cross-listed in US markets (36) and most report special and extraordinary items
(854)
ltInsert table 3 heregt
Table 4 presents the Pearson correlation matrix for the variables included in our
multivariate analysis Results indicate that performance-based compensation is positively
correlated with the decision to make a non-GAAP disclosure and the decision to not disclose
reconciliation information between non-GAAP and GAAP measures These correlations suggest
that compensation is an important determinant of non-GAAP disclosure decisions Apart of
20
compensation the decision to disclose a non-GAAP figure is associated with analyst attention to
the firm (ie number of analysts following and beating analyst earnings forecasts) insider
ownership the level of intangibles and the existence of special items As expected firms‟
adjustments to GAAP earnings are positively correlated with intangibles (which include
goodwill) and special items We also find a positive correlation between the fact that firms make
adjustments for recurring items and insider ownership and special items and a negative
correlation between this and institutional ownership and cross-listing in the US Finally the
emphasis given to non-GAAP information in the press release is positively correlated with
intangibles and the fact that non-GAAP numbers beat the analysts‟ target and negatively
correlated with insider ownership
ltInsert table 4 heregt
5 Results on the association between compensation board quality and non-GAAP
reporting decisions
Table 5 presents the empirical results of our study of the relation between compensation
board quality and the decision to disclose non-GAAP earnings measures The first estimation of
the logit model (column 1) considers only the impact of compensation on the disclosure decision
the second estimation of the logit model (column 2) considers the impact of board quality by
itself and the third set of results (column 3) considers the two factors concurrently The two
coefficients estimated for performance-base compensation are positive and statistically
significant (columns 1 and 3) This result supports hypothesis 1A as the propensity to disclose
non-GAAP earnings in earnings announcements‟ press releases is higher when compensation is
21
linked to the market performance of the firm Consistent with hypothesis 2A the estimated
coefficients for board quality are negative and statistically significant (columns 2 and 3) That is
the probability of reporting discretionary non-GAAP measures is lower when the board of
directors follows more desirable corporate governance standards Thus while compensation
contracts linked to performance can encourage firms to disclose non-GAAP measures
opportunistically (and in ways that can mislead investors) effective boards can counteract this
effect
The results for the other firm factors are in line with previous academic findings Both
measures of ownership are negative and statistically significant in the three specifications of our
model This supports the idea that a higher level of institutional ownership is associated with less
disclosure of non-GAAP figures that might be opportunistic (Jennings and Marques 2011)
Given that in Europe capital is traditionally less dispersed and family firms are still prevalent
there is less need for voluntary public information while at the same time there is closer
monitoring over managers‟ actions This is consistent with our findings for insider ownership
The results for consensus beating suggest that managers use the disclosure of non-GAAP figures
to appear to meet or beat analyst earnings benchmarks (as documented in Black and Christensen
2009 and Isidro and Marques 2010)
ltInsert table 5 heregt
Table 6 presents the results of the analysis of the association between compensation
board quality and the adjustment for recurring items in firms‟ calculation of non-GAAP earnings
measures Black and Christensen (2009) find that managers opportunistically exclude from
22
GAAP earnings recurring items such as RampD expenses depreciation expenses stock-based
compensation items and tax-related charges Our estimation shows that in the two models where
compensation is included (columns 1 and 3) the coefficients are positive and statistically
significant suggesting that in firms where compensation is tied to market performance there is a
higher probability of adjusting GAAP earnings for items that are recurring This is consistent
with hypothesis 1B We find no impact of board quality on the propensity to adjust for recurring
items Thus we are unable to reject the null hypothesis on the case of hypothesis 2B This may
be because the board does not have detailed information on how recurring the items excluded
can be Institutional shareholders and insiders seem to have a disciplinary effect of the
adjustment for recurring items as both sets of estimated coefficients (columns 1 and 3) are
negative and statistically significant
As a robustness check we also run an OLS model where the dependent variable is the
total value of the adjustments made ie non-GAAP earnings per share minus GAAP earnings
per share This is a weaker test of our hypothesis as the variable may also include adjustments
for items that are in fact non-recurring (and thus justifiable) Non-tabulated results for this
specification are consistent with those presented in Table 6 suggesting that compensation is an
important motive for opportunistic reporting of non-GAAP information11
lt Insert table 6 heregt
Table 7 presents the results of the analysis of the association between compensation
board quality and the emphasis that managers give to non-GAAP earnings measures in the press
11
Consistent with this being a weaker test of managers‟ intentions the estimated coefficients have a lower level of
statistical significance
23
release As before the first estimation of our model considers the impact of compensation on the
disclosure decision the second estimation considers the impact of board quality and the third set
of results considers the two factors concurrently Given that this analysis is performed using a
multinomial logistic regression we divide the table into 4 panels each one corresponding to a
specific position of the non-GAAP measures in the earnings announcement press release
Panel A which analyzes non-GAAP disclosures in the title of the press release shows
that the estimated coefficient for our compensation variable is positive and statistically
significant That is when compensation is linked to the performance of the firm the non-GAAP
earnings measure disclosed is in the title of the press release more often as compared to
reporting it in the financial statements (the part of the press release not considered in any panel)
or not reporting it at all However compensation does not affect the positioning of non-GAAP
measures significantly in any other part of the press release This result suggests that when firms
position their non-GAAP measures strategically they tend to include it in the title of the press
release which is consistent with firms giving more emphasis to non-GAAP measures whenever
they have a strategic reason for doing so This practice can have an important impact in financial
markets as price reactions to earnings announcements tend to be higher when the non-GAAP
number is placed first in the press release particularly from less-sophisticated investors (Allee et
al 2007)
The results for board quality reveal that this variable is negatively associated with the
emphasis given to non-GAAP measures in all panels when considered independently from
managers‟ compensation (column 2) This is consistent with our hypothesis 2C When
considered concurrently with managers‟ compensation (column 3) the estimated coefficients for
board quality remain negative and statistically significant except in Panel B where the
24
coefficient although negative is not statistically different from zero Given that in the third
model of panel A where the two measures are considered concurrently compensation has a
positive and significant effect while board quality has a negative and significant effect we
conclude that board quality can reduce opportunistic emphasis given to non-GAAP disclosures
motivated by compensation For economy of space we do not tabulate the results for the other
firm factors but these are consistent with previous findings
ltInsert Table 7 heregt
Our last set of hypotheses (1D and 2D) states that the non disclosure of a reconciliation
between non-GAAP and GAAP earnings is more (less) likely when compensation is linked to
firm performance (when the board of directors follows more desirable corporate governance
standards) Estimation results presented in Table 8 indicate that performance-based
compensation contracts seem to restrain the disclosure of information that allows users of
financial statements to reconcile non-GAAP to GAAP earnings As firms tend to make higher
adjustments to GAAP figures when compensation is aligned with firm performance avoiding the
disclosure of detailed information about the adjustments made helps to portray a better picture of
firm performance However our results also indicate that board quality does not impact on the
decision to provide reconciliation information
A caveat of our reconciliation results is that in certain regimes providing reconciliations
is not a voluntary decision but a requirement imposed either by accounting or market rules For
example in the UK Financial Reporting Standard 3 (Accounting Standards Board 1993)
requires alternative earnings per share figures to be reconciled with a GAAP figure and in
25
France the Autoriteacute des Marcheacutes Financiers has a similar request However there is also
evidence that firms in certain countries do not follow these rules (eg Aubert 2010 reports that
in France reconciliations are rarely provided by managers) As a robustness check we repeat the
empirical analysis excluding firms from these two countries The results are weaker but in line
with the findings reported in Table 8 We also find similar conclusions for the reconciliation
analysis when we distinguish between tabular reconciliations and written reconciliations and
when we exclude firms cross-listed in the US where reconciliations are required
ltInsert table 8 heregt
Presenting a reconciliation between GAAP and non-GAAP numbers can help investors
understand the adjustments made Thus reporting a reconciliation may interfere with firms‟
choices regarding non-GAAP reporting namely adjusting for items that are recurring and giving
a high emphasis to non-GAAP figures in the press release To check for this effect we re-run the
equations of tables 6 and 7 for the subsample of observations that report a reconciliation The
results are consistent with our initial analysis suggesting that firms‟ disclosing practices are not
conditioned by the presentation of reconciliation information
6 Conclusion
For a set of international firms we analyze how compensation and good corporate
governance in the board of directors influences non-GAAP reporting decisions We analyze four
26
aspects of non-GAAP reporting that are often associated with firms‟ opportunistic intention to
portray a better image of their performance the decision to make a non-GAAP disclosure the
fact that some firms make adjustments for recurring items to GAAP earnings to calculate a non-
GAAP measure the high emphasis given to non-GAAP measures in the press release and not
disclosing a reconciliation that explains the difference between non-GAAP and GAAP earnings
We expect and find a positive relation between those discretionary aspects of non-GAAP
reporting and the fact that firms pay all or a portion of compensation in stock and option grants
aligned with firm performance Our findings suggest that performance-based compensation
encourages firms to use non-GAAP information opportunistically in order to boost users‟
perceptions about firm performance and thus maximize compensation The empirical results also
indicate that an efficient board of directors capable of monitoring firms‟ actions can help
counteract some of the discretionary disclosure choices In particular we find that an efficient
board of directors can reduce the likelihood of disclosing non-GAAP figures and reduce the
emphasis given to non-GAAP information in the press release However the exclusion of
recurring items from GAAP earnings and the decision to present reconciliation between non-
GAAP and GAAP measures do not seem to be influenced by the quality of the board It is
possible that the board does not monitor these reporting aspects Our results suggests that
internal corporate controls have only limited influence over firms‟ non-GAAP disclosure
decisions which may be of interest to regulators interested in the introduction of non-GAAP
rules in Europe
27
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Allee K Bhattacharya N Black E and Christensen T (2007) Pro forma disclosure and
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Andersson P and Hellman N (2007) Does pro forma reporting bias analyst forecasts
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Ashbaugh-Sakife H Collins D and LaFond R (2006) The effects of corporate governance on
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Bamber L Jiang J and Wang I (2010) Whats my style The influence of top managers on
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Beekes W and Brown P (2006) Do better-governed Australian firms make more informative
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Bhattacharya N Black E Christensen T and Larson C (2003) Assessing the relative
informativeness and permanence of pro forma earnings and GAAP operating earnings
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Black D Black E Christensen T and Waegelein J (2011) The effects of executive
compensation contracts and auditor effort on firms pro forma reporting decisions
Working paper - Duke University
Black D and Christensen T (2009) US managers‟ use of bdquopro forma‟ adjustments to meet
strategic earnings targets Journal of Business Finance amp Accounting 36 (3) 297-326
Bowen R Davis A and Matsumoto D (2005) Do firms strategically emphasize performance
metrics in their earnings press releases The Accounting Review 80 (4) 1011-1038
Brown L and Caylor M (2006) Corporate governance and firm valuation Journal of
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Brown L D and Sivakumar K (2003) Comparing the value relevance of two operating income
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Choi Y Lin S Walker M and Young S (2007) Disagreement over the persistence of
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Committee on European Securities Regulators (2005) CESR recommendation on alternative
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Durnev A and Kim E (2005) To steal or not to steal firm attributes legal environment and
valuation The Journal of Finance 60 (3) 1461-1493
Elliott W (2006) Are investors influenced by pro forma emphasis and reconciliations in
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29
Eng L and Mak Y (2003) Corporate governance and voluntary disclosure Journal of
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European Financial Reporting Advisory Group (2009) Pro-active accounting activities in
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EFRAG
Fama E (1980) Agency problems and theory of the firm Journal of Political Economy 88 (2)
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Fich E and Shivdasani A (2006) Are busy boards effective monitors The Journal of Finance
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Frankel R McVay S and Soliman M (2011) Non-GAAP earnings and board independence
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Frederickson J and J Miller (2004) The effects of pro forma earnings disclosures on analysts‟
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Gompers P Ishii J and Metrick A (2003) Corporate governance and equity prices Quarterly
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Hitz J (2010) Press release disclosure of pro forma earnings metrics by large German
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Holthausen R D Larcker and RSloan (1995) Annual Bonus Schemes and the Manipulation of
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Isidro H and Marques A (2010) The role of institutional and economic forces in the strategic
use of non-GAAP disclosures to beat earnings benchmarks Working paper - IUL
ISCTE Business School
Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
manager-adjusted non-GAAP earnings Journal of Business Finance amp Accounting
forthcoming
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Karamanou I and Vafeas N (2005) The association between corporate boards audit
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Schadewitz H and Blevins D (1998) Major determinants of interim disclosures in an
emerging market American Business Review 16 (1) 41ndash55
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32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
4
Our sample is drawn from the Financial Times 2006 list of the 500 largest European
firms After eliminating all financial firms and utilities and considering missing data issues our
final sample consists of 805 firm-year observations for fiscal years 2003 2004 and 2005 For
each firm we gather non-GAAP data directly from the annual earnings press release This
ensures us that we have information on all disclosures made by managers and that the numbers
collected are indeed the ones that managers decided to disclose (without need of use of a proxy
such as analysts‟ actual earnings figures) The data reveals that non-GAAP disclosures are very
common in Europe and that most of the non-GAAP figures are higher than the GAAP
comparable measures which is consistent with US disclosures and can be seen as an indication
of an interest to influence investors‟ perceptions (Bhattacharya et al 2003)
Our empirical results indicate that when compensation is linked to firms‟ performance the
propensity to disclose non-GAAP earnings significantly increases even after controlling for
other firm determinants of non-GAAP disclosure previously identified (eg Lougee and
Marquardt 2004 and Isidro and Marques 2010) This finding suggests that the market reacts to
non-GAAP earnings and firms are aware of this and interested in reaching higher price levels2
As expected we also find that good corporate governance translated into an efficient board of
directors reduces the propensity to disclose non-GAAP figures
Regarding managers‟ adjustments to GAAP earnings we observe that firms adjust for
recurring items (RampD expenses depreciation expenses stock-based compensation and tax-
related values) more often when compensation contracts are linked to market performance
However board quality does not counteract this effect This may be because the board does not
have detailed information on how recurring the items excluded can be
2 An alternative explanation is that non-GAAP measures are also used in compensation contracts Our data does not
allow us to explore this alternative explanation
5
We next analyze whether compensation influences the positioning of the non-GAAP
financial measures The emphasis given to these measures in the press release has been shown to
affect investors‟ perception of firms‟ performance (eg Elliott 2006) and thus firms may
intentionally give more prominence to non-GAAP measures We observe that the majority of
firms give higher emphasis to non-GAAP information than GAAP information in the press
release which suggests an opportunistic behaviour It also shows that firms do not follow the
recommendation of the Committee of European Securities Regulators (CESR) the European
market regulator to present non-GAAP measures in a less prominent way than GAAP measures
More importantly we find a higher probability of presenting non-GAAP measures in the title of
the press release when managers‟ compensation is linked to the firm‟s market performance The
quality of the board of directors seems to reduce the practice of reporting non-GAAP measures
in a more prominent location of the press release This suggests that if firms use the positioning
of non-GAAP figures in the press release with the intent to boost investors‟ perception of firm
performance a strong monitoring mechanism can limit that practice
Finally we find there is a higher probability of firms not disclosing information that
permits investors to reconcile non-GAAP with GAAP earnings when compensation is associated
with performance However board quality has no significant influence on this reporting
decision
This paper adds to two streams of literature corporate governance and non-GAAP
reporting To our knowledge only one other paper studies the association between compensation
and non-GAAP reporting Black et al (2011) The authors contend that compensation contracts
can either encourage or discourage opportunistic reporting of non-GAAP measures depending
on the horizon of the contracts We provide evidence that compensation tied to market
6
performance creates incentives to engage in non-GAAP disclosures that are consistent with
opportunistic reporting We also show that efficient internal governance mechanisms can help
mitigate some of the opportunistic reporting practices Our findings add to previous research
showing that board independence curbs opportunistic non-GAAP disclosures (Frankel et al
2011 Jennings and Marques 2011) Our results can assist European regulators and other users
interested in judging whether good governance practices at the board level are sufficient in
reducing opportunistic use of non-GAAP information (and thus substitute regulation)
The paper is organized as follows The next section presents the hypotheses development
and discusses the relevant prior literature The third section describes the data and sample
Section four outlines the research design and reports the descriptive statistics Section five
presents the empirical results on the association between compensation board quality and non-
GAAP reporting decisions The last section concludes the study
2 Hypotheses development
While some academic research presents evidence consistent with managers‟ claims that
non-GAAP measures convey relevant information to investors about core earnings (eg
Bhattacharya et al 2003 and Brown and Sivakumar 2003) other studies suggest that firms use
non-GAAP disclosures in an attempt to pass a more favorable impression of performance (eg
Doyle et al 2003 Bowen et al 2005 Black and Christensen 2009 Isidro and Marques 2010)
Possibly both types of situations co-exist in markets We do not argue that non-GAAP
disclosures are always opportunistic Nor do we try to identify those that are opportunistic What
we do is to analyze two mechanisms (compensation contracts and governance quality) that are
likely to affect firms‟ opportunistic non-GAAP reporting
7
21 Performance-based compensation and non-GAAP reporting decisions
Agency theory indicates that performance-based compensation is a way to align
managers and shareholders interests (eg Jensen and Murphy 1990) Performance-pay incentives
can encourage managers to increase shareholders wealth but can also create incentives to
manipulate financial information (eg Holthausen et al 1995) Aboody and Kasznik (2000)
document changes in share prices and analyst earnings forecasts around option awards
suggesting that CEOs manage investors‟ expectations around award dates by delaying good news
and rushing forward bad news The authors suggest ldquothat CEOs make opportunistic voluntary
disclosures that maximize their stock options compensationrdquo Although compensation is not
usually linked to non-GAAP numbers non-GAAP disclosures can be used opportunistically to
enhance the market valuation of the firm and thus increase performance-based compensation
In a recent paper Black et al (2011) find an association between opportunistic non-
GAAP disclosures and compensation contracts They show that in the US compensation
contracts can mitigate opportunistic non-GAAP reporting but only if they include a long-term
performance plan for top management The authors suggest that bonus compensation that
focuses on short-term performance is likely to encourage opportunistic non-GAAP reporting We
are interested in investigating whether the association between non-GAAP reporting practices
and managers‟ compensation exists outside the US context where there are no strict rules on
non-GAAP disclosures and investors react differently to non-GAAP information (eg Anderson
and Hellman 2007) Based on prior evidence we hypothesize that performance-based
compensation motivates firms to engage in opportunistic non-GAAP reporting in order to
increase the short-term value of their bonuses and stock options
8
We rely on previous research to identify non-GAAP reporting decisions that are likely to
indicate opportunistic behavior Specifically we consider four reporting decisions (i) whether or
not to disclose a non-GAAP earnings figure in the earnings announcement press release (ii) the
exclusion of recurring items from GAAP numbers when calculating a non-GAAP measure (iii)
the prominence given to the non-GAAP measures in the press release and (iv) the disclosure or
not of reconciliation between GAAP earnings and the non-GAAP figures
The first decision that we consider is whether managers disclose a non-GAAP measure in
the press release or not While the disclosure may be motivated by altruistic reasons the fact
that non-GAAP typically portrays better performance than GAAP suggests that a disclosure can
be used for opportunistic reasons In fact the objective of CESR‟s 2005 recommendation is ldquoto
ensure that investors are not misled through the use of alternative performance measuresrdquo As
compensation linked to performance can encourage voluntary disclosures that boost firms‟
market performance we expect a positive association between manager compensation and a non-
GAAP disclosure decision We state part A of our first hypothesis as follows
H1A The propensity to disclose non-GAAP earnings in earnings announcements‟ press
releases is higher when compensation is linked to the performance of the firm
The second decision studied is the type of adjustments firms do to GAAP earnings Firms
typically exclude from GAAP earnings expenses such as extraordinary items which they claim
to be non-recurring But empirical research shows that firms also exclude recurring expenses
such as depreciation stock-based compensation and research and development and that this
practice is associated with opportunistic motives (eg Black and Christensen 2009) We expect
9
that firms where compensation is linked to performance to make adjustments for recurring items
more frequently than others when calculating their non-GAAP figures We define hypothesis 1B
as indicated below
H1B The probability of firms adjusting GAAP earnings for recurring items when
calculating their non-GAAP figures is higher when compensation is linked to
performance
The third decision we analyze is what prominence firms give to non-GAAP earnings
numbers in the press release Paragraph 29 of CESR‟ recommendation on alternative
performance measures states ldquoit can be observed that issuers tend to present alternative
performance measures sometimes even more prominently that the defined measuresrdquo In order to
ensure that investors are not misled the committee recommends that non-GAAP measures are
given less prominence than GAAP earnings figures In the US literature on the emphasis given
to non-GAAP figures indicates that managers give more prominence to these metrics when they
portray better firm performance than GAAP numbers (Bowen et al 2005 Elliott 2006 Allee et
al 2007) Based on this literature we expect that firms where compensation is tied to
performance to give higher emphasis to non-GAAP figures and thus part C of our first
hypothesis is as follows
H1C The prominence given to non-GAAP figures in the press release is higher when
compensation is linked to the performance of the firm
10
The fourth decision that we investigate is whether firms choose to disclose a
reconciliation between non-GAAP and GAAP numbers in the press release or not Elliott‟s
(2006) experimental results indicate that the effects of prominence of non-GAAP financial
measures in earnings announcements can be mitigated by including a reconciliation Marques
(2010) shows that reconciliations are informative to investors even after controlling for the
information content of other financial statements Furthermore Zhang and Zheng (2011) find
that before regulation G was put in place in the US the mispricing of non-GAAP earnings
existed only in firms that did not disclose a tabular reconciliation These findings suggest that
market participants‟ can interpret the adjustments made by managers and reflect them on their
decisions if the necessary information is provided Thus if firms are interested in altering users‟
perceptions of their earnings (maximizing stock compensation) we would expect them not to
disclose a reconciliation in the earnings announcements‟ press releases even though CESR‟
recommendation states that firms should ldquodefine the components included in an alternative
performance measurerdquo (paragraph 22) and explain the differences between GAAP and non-
GAAP figures which ldquomight be through a reconciliationrdquo (paragraph 25) This results in part D
of our first hypothesis
H1D The probability of not disclosing a reconciliation between non-GAAP and GAAP
earnings is higher when compensation is linked to the performance of the firm
22 Board quality and non-GAAP reporting decisions
Corporate governance mechanisms that limit opportunistic management behavior benefit
all stakeholders (Ashbaugh-Skaife et al 2006) As a result of less opportunistic reporting
11
strategies better governed firms tend to make more informative disclosures (Beekes and Brown
2006) Furthermore when good practices are in place corporate governance mechanisms can
counterbalance the weakness of regulation (Klapper and Love 2004) The intuition according to
Durnev and Kim (2005) is that good corporate governance ldquoplays a more important role in
alleviating the harmful effects of ineffective legal framework when regulation is weakrdquo Thus
we expect good governance practices to be particularly important in preventing opportunistic
non-GAAP reporting in Europe as there is no regulation Given that the board of directors is the
central internal control mechanism for monitoring managers (Fama 1980) we focus the analysis
of the effect of corporate governance on non-GAAP opportunistic reporting on the quality of the
board
To the best of our knowledge there are only two papers that analyze the effect of boards
on non-GAAP disclosures Frankel et al (2011) and Jennings and Marques (2011) both using
US data These studies analyze only one characteristic of the board the independence of its
members Their results indicate that independence of outside directors is associated with better
non-GAAP disclosures We extend these findings by measuring board quality via a score of
board characteristics as literature has established independence to be one important factor of the
efficiency of the board but not the only one The use of scores is common practice in the
corporate governance literature as it allows to take into the consideration the complexity and the
interactions of governance systems (eg Gompers et al 2003 Brown and Caylor 2006
Bebchuck et al 2009 Aggarwal et al 2009) In our score we consider independence and among
other things that busy boards are associated with weak corporate governance (Fich and
Shivdasani 2006) by evaluating attendance that when the CEO also holds the position of the
chairman of the board internal control systems may fail (Jensen 1993) due to the concentration
12
of decision management and decision control in one individual and that the independence of
committees is also important (Karamanou and Vafeas 2005) We expect to find a negative
association between our board quality score and the proxies for opportunistic reporting practices
indicating that better governed firms make more informative non-GAAP disclosures We divide
the hypothesis linked to board quality in four parts as follows
H2A The propensity to disclose non-GAAP earnings in earnings announcements‟ press
releases is lower when the board of directors follows more desirable corporate
governance standards
H2B The probability of firms adjusting GAAP earnings for recurring items when
calculating their non-GAAP figures is lower when the board of directors follows more
desirable corporate governance standards
H2C The prominence given to non-GAAP figures in the press release is reduced when
the board of directors follows more desirable corporate governance standards
H2D The probability of not disclosing a reconciliation between non-GAAP and GAAP
earnings decreases when the board of directors follows more desirable corporate
governance standards
3 Data and sample
13
We begin our sample selection process with all firms included in the Financial Times
2006 classification of the 500 largest European firms which is based on the 2005 financial
reports The selection criteria results in a sample of large firms that are followed carefully by all
agents in the financial markets We eliminate from the sample financial institutions and utilities‟
firms as these are subject to specific regulations After removing firms-years with missing press
releases the sample comprise 805 observations representing 318 firms from 20 European
countries for the period 2003 to 2005 For every one of these firm-years we obtain financial data
from WorldscopeDatastreamIBES For data on managers‟ compensation and board
characteristics we rely on the data provided by Institutional Shareholder Services (ISS) The data
on ownership is collected from LionShares
We hand-collect non-GAAP information from press releases of the annual earnings
announcements which are obtained via Factiva or the firms‟ websites We collect information
about the manager-adjusted non-GAAP financial measures from the press release in order to
obtain the most accurate information about managers‟ disclosures To be conservative when the
label given to the earnings measure was dubious we did not consider these as non-GAAP
financial measures3 We also hand-collect whether or not the firms disclose a reconciliation
Given that the CESR does not recommend the use of a tabular reconciliation we consider that
firms disclose a reconciliation if information about the adjustments is presented even if this is
part of the text of the press release
When reading the annual earnings announcements‟ press releases it became clear that the
voluntarily disclosure of non-GAAP financial measures was widespread in European firms An
analysis of the data collected reveals that in all industries the majority of the firms disclose non-
3 It is also important to take into consideration that we only collect non-GAAP measures that in some way portray a
firm‟s results (ie all sorts of earnings numbers) Thus we ignore measures related with other aspects of a firm‟s
performance (sales for example)
14
GAAP measures (Table 1 Panel A)4 In fact 80 of the press releases include at least one non-
GAAP earnings figure This practice is more prevalent in manufacturing materials and
electronics and transportation and communication though
Panel B of Table 1 indicates that GAAP earnings are often adjusted for items that are
considered recurring such as RampD expenses depreciation expenses stock-based compensation
and tax-related values (63 of observations) That practice is common across all industries
Further we calculate how many of the non-GAAP numbers are a result of adjusting for revenue
items instead of expenses (ie cases where the non-GAAP number is lower than the GAAP
figure) We find that this happens in only 11 of the non-GAAP disclosures
Disclosing firms typically report non-GAAP earnings measures in a more prominent
location of the press release than GAAP earnings figures (Table 1 Panel C) In fact firms give a
higher emphasis to non-GAAP earnings in 83 of the cases where such a number is present in
the press release As non-GAAP earnings figures are usually higher than the corresponding
GAAP figures this evidence suggests an intention to depict a better picture of firms‟
performance which can lead to higher compensation5 The most common location where
managers disclose non-GAAP earnings is the area of subtitles or highlights of the press release
ie right after the title and before the text Furthermore the emphasis given to non-GAAP
figures varies significantly across industries
Panel D of Table 1 shows the percentage of firms that disclose a reconciliation in their
press release given that a non-GAAP disclosure was made Our findings indicate that in
approximately 66 of the cases firms choose to disclose some kind of reconciliation between the
non-GAAP measures and the corresponding GAAP figures This means there are still firms that
4 Industry classification is based on the two-digit SIC codes
5 This evidence should be interpreted with caution as most of the adjustments to GAAP earnings are income-
decreasing (Hitz 2010)
15
do not follow the CESR recommendation of defining the components included in their
alternative performance measures Further analysis reveals that only 36 disclose a tabular
reconciliation
ltInsert table 1 heregt
Finally we calculate the percentage of the sample firms that simultaneously adjust for
recurring items and give a higher prominence to non-GAAP earnings measures than to GAAP
earnings figures in the press release as these practices can easily be classified as misleading
Untabulated results indicate that over 60 of firms adjust for recurring items while at same time
give more emphasis to non-GAAP numbers Although this descriptive evidence seems to
indicate the existence of many cases of opportunistic reporting of non-GAAP it is still possible
that some firms do report non-GAAP to transfer private information to the market These
observations if they exist will work against us finding results which support our expectations
4 Research design and descriptive results
Our hypotheses assess the effect of compensation and board quality on firms‟ non-GAAP
reporting decisions that are likely to indicate opportunistic reporting This association is studied
using the following model
Non-GAAP reporting decision =
f (Compensation + Board quality + Other firm incentives)
16
We measure the dependent variable non-GAAP reporting decision in four alternative
ways in accordance with the hypotheses presented in section 2 Firstly we consider whether or
not a firm discloses a non-GAAP measure in the annual earnings announcement press release In
this case function f takes the form of a logistic regression where the dependent variable is non-
GAAP disclosure an indicator variable coded as one when the firm reports non-GAAP figures in
the earnings announcement press release and zero otherwise
Secondly we study the choice of adjustments made to GAAP earnings in the calculation
of non-GAAP figures Recurring adjustments is an indicator variable taking the value of one if
the firm excludes from GAAP earnings recurring items such as RampD expenses depreciation
expenses stock-based compensation items and tax-related and zero otherwise In this case
function f takes the form of a logistic regression
Thirdly we look at the emphasis given to the first non-GAAP measure disclosed - the
categories used in the classification of the variable non-GAAP emphasis are as follows (1) title
(2) subtitle or highlights (3) first or second paragraph (4) third paragraph or lower In this case
the function f takes the form of a multinomial logistic regression where the dependent variable is
coded as one two three or four according to the emphasis given and five otherwise (ie when
the non-GAAP measure is disclosed in a less prominent location of the press release near the
financial statements or no non-GAAP measure is disclosed)6
Lastly we analyze whether managers disclose information regarding the reconciliation
between non-GAAP earnings and the corresponding GAAP measure (in a tabular format or
through written explanations) To be consistent with the previous analyses where we expect the
voluntary reporting decision to be positively (negatively) associated with compensation (board
6 Category five joins the cases where non-GAAP figures are disclosed in the financial statements and the cases
where no non-GAAP numbers are disclosed as in some countries (eg Spain) financial statements have rigid
formats leaving no room for non-GAAP measures This is mentioned in Appendix 1 of the 2009 EFRAG report
17
quality) we define NoReconciliation in the negative way ie as an indicator variable coded as
one if the firm does not report a reconciliation between non-GAAP and the corresponding GAAP
earnings measure in the annual announcement‟ press release and zero otherwise The function f
takes the form of a logistic regression
Compensation is an indicator variable coded as one when directors receive all or a part of
their fees in stock and options grants which are aligned with the firm market performance7
Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009)8 For
each of the 11 board characteristics considered a value of one is assigned whenever the board
attribute is present and a value of zero is attributed otherwise Then all the attributes‟ values are
added to form a board quality score Table 2 presents the percentage of observations where the
criteria used to measure board quality and managers‟ compensation are met The CEO is not the
chairman of the board in more than 90 of the cases there is no former CEO on the board in
835 of the cases and the CEO does not have related-party transactions in 678 of cases On
the other hand the attendance of most board meetings is relatively low (in only 354 of cases
all directors have attended at least 75 of the meetings) The independence of board committees
also varies Compensation committees are predominantly independent but audit committees have
only a majority of independent members in 86 of the cases Regarding compensation we find
that in 606 of the firm-years directors receive all or a portion of their fees in stock and option
grants that are aligned with the firm‟s market performance Thus performance-based
compensation is a wide-spread practice in our sample
7 We recognize that a continuous variable (as the percentage of total compensation that is paid in stock and options
grants which are aligned with company market performance) might be more informative than an indicator variable
However we were unable to find such information for the sample firms 8 Aggarwal et al (2009) consider 25 board attributes and 10 compensation and ownership attributes We included
only 11 attributes in our score because the remaining attributes are coded missing for more than one quarter of the
sample
18
ltInsert table 2 heregt
Other firm incentives refer to firm specific characteristics that affect non-GAAP reporting
choices We consider the following disclosure incentives The proportion of institutional and
insider ownership as a strong presence of these shareholders reduces the need for public
voluntary disclosures (eg Schadewitz and Blevins 1998 and Eng and Mak 2003)9 Consensus
beating (indicator variable coded one if non-GAAP earnings meet or beat the analysts‟ consensus
forecast and GAAP earnings do not and zero otherwise) and analyst following (log of the
number of analysts following the firm) proxy for the influence of financial analysts on non-
GAAP reporting Following previous studies on the determinants of non-GAAP disclosures (eg
Lougee and Marquardt 2004 and Marques 2006) we also include the proportion of intangibles
(intangibles to total assets) special items (indicator variable coded as one if the firm reports
special items and zero otherwise) earnings variability (standard deviation of earnings to assets in
the previous three fiscal years) size (log of market value) and leverage (debt to total assets)
Finally we control for firms that cross-list in US markets as these firms are subject to strict
regulations regarding non-GAAP disclosures (Regulation G)
Table 3 reports descriptive statistics on the financial characteristics of the sample used in
the multivariate analysis A comparison of the first two lines of Table 3 Panel A reveals that the
mean of non-GAAP EPS is 367euro while the mean of the GAAP EPS is just 271euro10
This result is
in line with findings of other studies as firms tend to adjust their GAAP figures mainly by
9 Insider ownership considers ownership positions held by non-buy-side entities such as officers directors public
and private companies and ESOPs Thus it includes managers families financial institutions and other firms 10
Sometimes firms disclose more than one non-GAAP earnings figure in their press release When that happens we
use the first non-GAAP figure disclosed by the firm (ie the one to which more emphasis is given in the press
release) to calculate the mean non-GAAP EPS
19
excluding expenses which leads to non-GAAP figures higher than the comparable GAAP
number This practice has caused concerns among regulators and investors as often it leads to the
presentation of a positive non-GAAP earnings number while the corresponding GAAP earnings
figure is in fact a loss IOSCO (the International Organization of Securities Commission) issued
a cautionary statement in 2002 where it stated problems arise if non-GAAP measures are used in
such a way ldquoas to obscure the financial results determined according to GAAP or provide and
incomplete description of true financial resultsrdquo
On average institutional investors hold 28 of the firms‟ shares and insider investors
hold 23 of the shares The average sample firm is followed by 17 analysts (corresponding to a
log of 402) has market capitalization around 14500 thousand Euros (a log of 884) and a debt
to assets ratio of 28 Panel B of Table 3 reports frequencies for the discrete variables In
approximately one third of the cases non-GAAP earnings is higher than analysts‟ forecasts while
GAAP earnings measures show that the firm does not meet the consensus Some of the sample
firms are cross-listed in US markets (36) and most report special and extraordinary items
(854)
ltInsert table 3 heregt
Table 4 presents the Pearson correlation matrix for the variables included in our
multivariate analysis Results indicate that performance-based compensation is positively
correlated with the decision to make a non-GAAP disclosure and the decision to not disclose
reconciliation information between non-GAAP and GAAP measures These correlations suggest
that compensation is an important determinant of non-GAAP disclosure decisions Apart of
20
compensation the decision to disclose a non-GAAP figure is associated with analyst attention to
the firm (ie number of analysts following and beating analyst earnings forecasts) insider
ownership the level of intangibles and the existence of special items As expected firms‟
adjustments to GAAP earnings are positively correlated with intangibles (which include
goodwill) and special items We also find a positive correlation between the fact that firms make
adjustments for recurring items and insider ownership and special items and a negative
correlation between this and institutional ownership and cross-listing in the US Finally the
emphasis given to non-GAAP information in the press release is positively correlated with
intangibles and the fact that non-GAAP numbers beat the analysts‟ target and negatively
correlated with insider ownership
ltInsert table 4 heregt
5 Results on the association between compensation board quality and non-GAAP
reporting decisions
Table 5 presents the empirical results of our study of the relation between compensation
board quality and the decision to disclose non-GAAP earnings measures The first estimation of
the logit model (column 1) considers only the impact of compensation on the disclosure decision
the second estimation of the logit model (column 2) considers the impact of board quality by
itself and the third set of results (column 3) considers the two factors concurrently The two
coefficients estimated for performance-base compensation are positive and statistically
significant (columns 1 and 3) This result supports hypothesis 1A as the propensity to disclose
non-GAAP earnings in earnings announcements‟ press releases is higher when compensation is
21
linked to the market performance of the firm Consistent with hypothesis 2A the estimated
coefficients for board quality are negative and statistically significant (columns 2 and 3) That is
the probability of reporting discretionary non-GAAP measures is lower when the board of
directors follows more desirable corporate governance standards Thus while compensation
contracts linked to performance can encourage firms to disclose non-GAAP measures
opportunistically (and in ways that can mislead investors) effective boards can counteract this
effect
The results for the other firm factors are in line with previous academic findings Both
measures of ownership are negative and statistically significant in the three specifications of our
model This supports the idea that a higher level of institutional ownership is associated with less
disclosure of non-GAAP figures that might be opportunistic (Jennings and Marques 2011)
Given that in Europe capital is traditionally less dispersed and family firms are still prevalent
there is less need for voluntary public information while at the same time there is closer
monitoring over managers‟ actions This is consistent with our findings for insider ownership
The results for consensus beating suggest that managers use the disclosure of non-GAAP figures
to appear to meet or beat analyst earnings benchmarks (as documented in Black and Christensen
2009 and Isidro and Marques 2010)
ltInsert table 5 heregt
Table 6 presents the results of the analysis of the association between compensation
board quality and the adjustment for recurring items in firms‟ calculation of non-GAAP earnings
measures Black and Christensen (2009) find that managers opportunistically exclude from
22
GAAP earnings recurring items such as RampD expenses depreciation expenses stock-based
compensation items and tax-related charges Our estimation shows that in the two models where
compensation is included (columns 1 and 3) the coefficients are positive and statistically
significant suggesting that in firms where compensation is tied to market performance there is a
higher probability of adjusting GAAP earnings for items that are recurring This is consistent
with hypothesis 1B We find no impact of board quality on the propensity to adjust for recurring
items Thus we are unable to reject the null hypothesis on the case of hypothesis 2B This may
be because the board does not have detailed information on how recurring the items excluded
can be Institutional shareholders and insiders seem to have a disciplinary effect of the
adjustment for recurring items as both sets of estimated coefficients (columns 1 and 3) are
negative and statistically significant
As a robustness check we also run an OLS model where the dependent variable is the
total value of the adjustments made ie non-GAAP earnings per share minus GAAP earnings
per share This is a weaker test of our hypothesis as the variable may also include adjustments
for items that are in fact non-recurring (and thus justifiable) Non-tabulated results for this
specification are consistent with those presented in Table 6 suggesting that compensation is an
important motive for opportunistic reporting of non-GAAP information11
lt Insert table 6 heregt
Table 7 presents the results of the analysis of the association between compensation
board quality and the emphasis that managers give to non-GAAP earnings measures in the press
11
Consistent with this being a weaker test of managers‟ intentions the estimated coefficients have a lower level of
statistical significance
23
release As before the first estimation of our model considers the impact of compensation on the
disclosure decision the second estimation considers the impact of board quality and the third set
of results considers the two factors concurrently Given that this analysis is performed using a
multinomial logistic regression we divide the table into 4 panels each one corresponding to a
specific position of the non-GAAP measures in the earnings announcement press release
Panel A which analyzes non-GAAP disclosures in the title of the press release shows
that the estimated coefficient for our compensation variable is positive and statistically
significant That is when compensation is linked to the performance of the firm the non-GAAP
earnings measure disclosed is in the title of the press release more often as compared to
reporting it in the financial statements (the part of the press release not considered in any panel)
or not reporting it at all However compensation does not affect the positioning of non-GAAP
measures significantly in any other part of the press release This result suggests that when firms
position their non-GAAP measures strategically they tend to include it in the title of the press
release which is consistent with firms giving more emphasis to non-GAAP measures whenever
they have a strategic reason for doing so This practice can have an important impact in financial
markets as price reactions to earnings announcements tend to be higher when the non-GAAP
number is placed first in the press release particularly from less-sophisticated investors (Allee et
al 2007)
The results for board quality reveal that this variable is negatively associated with the
emphasis given to non-GAAP measures in all panels when considered independently from
managers‟ compensation (column 2) This is consistent with our hypothesis 2C When
considered concurrently with managers‟ compensation (column 3) the estimated coefficients for
board quality remain negative and statistically significant except in Panel B where the
24
coefficient although negative is not statistically different from zero Given that in the third
model of panel A where the two measures are considered concurrently compensation has a
positive and significant effect while board quality has a negative and significant effect we
conclude that board quality can reduce opportunistic emphasis given to non-GAAP disclosures
motivated by compensation For economy of space we do not tabulate the results for the other
firm factors but these are consistent with previous findings
ltInsert Table 7 heregt
Our last set of hypotheses (1D and 2D) states that the non disclosure of a reconciliation
between non-GAAP and GAAP earnings is more (less) likely when compensation is linked to
firm performance (when the board of directors follows more desirable corporate governance
standards) Estimation results presented in Table 8 indicate that performance-based
compensation contracts seem to restrain the disclosure of information that allows users of
financial statements to reconcile non-GAAP to GAAP earnings As firms tend to make higher
adjustments to GAAP figures when compensation is aligned with firm performance avoiding the
disclosure of detailed information about the adjustments made helps to portray a better picture of
firm performance However our results also indicate that board quality does not impact on the
decision to provide reconciliation information
A caveat of our reconciliation results is that in certain regimes providing reconciliations
is not a voluntary decision but a requirement imposed either by accounting or market rules For
example in the UK Financial Reporting Standard 3 (Accounting Standards Board 1993)
requires alternative earnings per share figures to be reconciled with a GAAP figure and in
25
France the Autoriteacute des Marcheacutes Financiers has a similar request However there is also
evidence that firms in certain countries do not follow these rules (eg Aubert 2010 reports that
in France reconciliations are rarely provided by managers) As a robustness check we repeat the
empirical analysis excluding firms from these two countries The results are weaker but in line
with the findings reported in Table 8 We also find similar conclusions for the reconciliation
analysis when we distinguish between tabular reconciliations and written reconciliations and
when we exclude firms cross-listed in the US where reconciliations are required
ltInsert table 8 heregt
Presenting a reconciliation between GAAP and non-GAAP numbers can help investors
understand the adjustments made Thus reporting a reconciliation may interfere with firms‟
choices regarding non-GAAP reporting namely adjusting for items that are recurring and giving
a high emphasis to non-GAAP figures in the press release To check for this effect we re-run the
equations of tables 6 and 7 for the subsample of observations that report a reconciliation The
results are consistent with our initial analysis suggesting that firms‟ disclosing practices are not
conditioned by the presentation of reconciliation information
6 Conclusion
For a set of international firms we analyze how compensation and good corporate
governance in the board of directors influences non-GAAP reporting decisions We analyze four
26
aspects of non-GAAP reporting that are often associated with firms‟ opportunistic intention to
portray a better image of their performance the decision to make a non-GAAP disclosure the
fact that some firms make adjustments for recurring items to GAAP earnings to calculate a non-
GAAP measure the high emphasis given to non-GAAP measures in the press release and not
disclosing a reconciliation that explains the difference between non-GAAP and GAAP earnings
We expect and find a positive relation between those discretionary aspects of non-GAAP
reporting and the fact that firms pay all or a portion of compensation in stock and option grants
aligned with firm performance Our findings suggest that performance-based compensation
encourages firms to use non-GAAP information opportunistically in order to boost users‟
perceptions about firm performance and thus maximize compensation The empirical results also
indicate that an efficient board of directors capable of monitoring firms‟ actions can help
counteract some of the discretionary disclosure choices In particular we find that an efficient
board of directors can reduce the likelihood of disclosing non-GAAP figures and reduce the
emphasis given to non-GAAP information in the press release However the exclusion of
recurring items from GAAP earnings and the decision to present reconciliation between non-
GAAP and GAAP measures do not seem to be influenced by the quality of the board It is
possible that the board does not monitor these reporting aspects Our results suggests that
internal corporate controls have only limited influence over firms‟ non-GAAP disclosure
decisions which may be of interest to regulators interested in the introduction of non-GAAP
rules in Europe
27
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Aboody D and Kasznik R (2000) CEO stock option awards and the timing of corporate
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Aggarwal R Erel I Stulz R and Williamson R (2009) Differences in governance practices
between US and foreign firms measurement causes and consequences Review of
Financial Studies 2 (8) 3131 ndash 3169
Allee K Bhattacharya N Black E and Christensen T (2007) Pro forma disclosure and
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Accounting Organizations and Society 32 (3) 201-222
Andersson P and Hellman N (2007) Does pro forma reporting bias analyst forecasts
European Accounting Review 16 (2) 277-289
Ashbaugh-Sakife H Collins D and LaFond R (2006) The effects of corporate governance on
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Bamber L Jiang J and Wang I (2010) Whats my style The influence of top managers on
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Bebchuk L Cohen A and Ferrell A (2009) What matters in corporate governance The
Review of Financial Studies 22 (2) 783-827
Beekes W and Brown P (2006) Do better-governed Australian firms make more informative
disclosures Journal of Business Finance amp Accounting 33 (3) 422-450
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Bhattacharya N Black E Christensen T and Larson C (2003) Assessing the relative
informativeness and permanence of pro forma earnings and GAAP operating earnings
Journal of Accounting amp Economics 36 (1-3) 285-319
Black D Black E Christensen T and Waegelein J (2011) The effects of executive
compensation contracts and auditor effort on firms pro forma reporting decisions
Working paper - Duke University
Black D and Christensen T (2009) US managers‟ use of bdquopro forma‟ adjustments to meet
strategic earnings targets Journal of Business Finance amp Accounting 36 (3) 297-326
Bowen R Davis A and Matsumoto D (2005) Do firms strategically emphasize performance
metrics in their earnings press releases The Accounting Review 80 (4) 1011-1038
Brown L and Caylor M (2006) Corporate governance and firm valuation Journal of
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measures Review of Accounting Studies 8 (4) 561-572
Choi Y Lin S Walker M and Young S (2007) Disagreement over the persistence of
earnings components evidence on the properties of management-specific adjustments
to GAAP earnings Review of Accounting Studies 12 (4) 595-622
Committee on European Securities Regulators (2005) CESR recommendation on alternative
performance measures
Durnev A and Kim E (2005) To steal or not to steal firm attributes legal environment and
valuation The Journal of Finance 60 (3) 1461-1493
Elliott W (2006) Are investors influenced by pro forma emphasis and reconciliations in
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29
Eng L and Mak Y (2003) Corporate governance and voluntary disclosure Journal of
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European Financial Reporting Advisory Group (2009) Pro-active accounting activities in
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EFRAG
Fama E (1980) Agency problems and theory of the firm Journal of Political Economy 88 (2)
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Fich E and Shivdasani A (2006) Are busy boards effective monitors The Journal of Finance
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Frankel R McVay S and Soliman M (2011) Non-GAAP earnings and board independence
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Gompers P Ishii J and Metrick A (2003) Corporate governance and equity prices Quarterly
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Hitz J (2010) Press release disclosure of pro forma earnings metrics by large German
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Holthausen R D Larcker and RSloan (1995) Annual Bonus Schemes and the Manipulation of
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use of non-GAAP disclosures to beat earnings benchmarks Working paper - IUL
ISCTE Business School
Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
manager-adjusted non-GAAP earnings Journal of Business Finance amp Accounting
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Karamanou I and Vafeas N (2005) The association between corporate boards audit
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emerging market American Business Review 16 (1) 41ndash55
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32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
5
We next analyze whether compensation influences the positioning of the non-GAAP
financial measures The emphasis given to these measures in the press release has been shown to
affect investors‟ perception of firms‟ performance (eg Elliott 2006) and thus firms may
intentionally give more prominence to non-GAAP measures We observe that the majority of
firms give higher emphasis to non-GAAP information than GAAP information in the press
release which suggests an opportunistic behaviour It also shows that firms do not follow the
recommendation of the Committee of European Securities Regulators (CESR) the European
market regulator to present non-GAAP measures in a less prominent way than GAAP measures
More importantly we find a higher probability of presenting non-GAAP measures in the title of
the press release when managers‟ compensation is linked to the firm‟s market performance The
quality of the board of directors seems to reduce the practice of reporting non-GAAP measures
in a more prominent location of the press release This suggests that if firms use the positioning
of non-GAAP figures in the press release with the intent to boost investors‟ perception of firm
performance a strong monitoring mechanism can limit that practice
Finally we find there is a higher probability of firms not disclosing information that
permits investors to reconcile non-GAAP with GAAP earnings when compensation is associated
with performance However board quality has no significant influence on this reporting
decision
This paper adds to two streams of literature corporate governance and non-GAAP
reporting To our knowledge only one other paper studies the association between compensation
and non-GAAP reporting Black et al (2011) The authors contend that compensation contracts
can either encourage or discourage opportunistic reporting of non-GAAP measures depending
on the horizon of the contracts We provide evidence that compensation tied to market
6
performance creates incentives to engage in non-GAAP disclosures that are consistent with
opportunistic reporting We also show that efficient internal governance mechanisms can help
mitigate some of the opportunistic reporting practices Our findings add to previous research
showing that board independence curbs opportunistic non-GAAP disclosures (Frankel et al
2011 Jennings and Marques 2011) Our results can assist European regulators and other users
interested in judging whether good governance practices at the board level are sufficient in
reducing opportunistic use of non-GAAP information (and thus substitute regulation)
The paper is organized as follows The next section presents the hypotheses development
and discusses the relevant prior literature The third section describes the data and sample
Section four outlines the research design and reports the descriptive statistics Section five
presents the empirical results on the association between compensation board quality and non-
GAAP reporting decisions The last section concludes the study
2 Hypotheses development
While some academic research presents evidence consistent with managers‟ claims that
non-GAAP measures convey relevant information to investors about core earnings (eg
Bhattacharya et al 2003 and Brown and Sivakumar 2003) other studies suggest that firms use
non-GAAP disclosures in an attempt to pass a more favorable impression of performance (eg
Doyle et al 2003 Bowen et al 2005 Black and Christensen 2009 Isidro and Marques 2010)
Possibly both types of situations co-exist in markets We do not argue that non-GAAP
disclosures are always opportunistic Nor do we try to identify those that are opportunistic What
we do is to analyze two mechanisms (compensation contracts and governance quality) that are
likely to affect firms‟ opportunistic non-GAAP reporting
7
21 Performance-based compensation and non-GAAP reporting decisions
Agency theory indicates that performance-based compensation is a way to align
managers and shareholders interests (eg Jensen and Murphy 1990) Performance-pay incentives
can encourage managers to increase shareholders wealth but can also create incentives to
manipulate financial information (eg Holthausen et al 1995) Aboody and Kasznik (2000)
document changes in share prices and analyst earnings forecasts around option awards
suggesting that CEOs manage investors‟ expectations around award dates by delaying good news
and rushing forward bad news The authors suggest ldquothat CEOs make opportunistic voluntary
disclosures that maximize their stock options compensationrdquo Although compensation is not
usually linked to non-GAAP numbers non-GAAP disclosures can be used opportunistically to
enhance the market valuation of the firm and thus increase performance-based compensation
In a recent paper Black et al (2011) find an association between opportunistic non-
GAAP disclosures and compensation contracts They show that in the US compensation
contracts can mitigate opportunistic non-GAAP reporting but only if they include a long-term
performance plan for top management The authors suggest that bonus compensation that
focuses on short-term performance is likely to encourage opportunistic non-GAAP reporting We
are interested in investigating whether the association between non-GAAP reporting practices
and managers‟ compensation exists outside the US context where there are no strict rules on
non-GAAP disclosures and investors react differently to non-GAAP information (eg Anderson
and Hellman 2007) Based on prior evidence we hypothesize that performance-based
compensation motivates firms to engage in opportunistic non-GAAP reporting in order to
increase the short-term value of their bonuses and stock options
8
We rely on previous research to identify non-GAAP reporting decisions that are likely to
indicate opportunistic behavior Specifically we consider four reporting decisions (i) whether or
not to disclose a non-GAAP earnings figure in the earnings announcement press release (ii) the
exclusion of recurring items from GAAP numbers when calculating a non-GAAP measure (iii)
the prominence given to the non-GAAP measures in the press release and (iv) the disclosure or
not of reconciliation between GAAP earnings and the non-GAAP figures
The first decision that we consider is whether managers disclose a non-GAAP measure in
the press release or not While the disclosure may be motivated by altruistic reasons the fact
that non-GAAP typically portrays better performance than GAAP suggests that a disclosure can
be used for opportunistic reasons In fact the objective of CESR‟s 2005 recommendation is ldquoto
ensure that investors are not misled through the use of alternative performance measuresrdquo As
compensation linked to performance can encourage voluntary disclosures that boost firms‟
market performance we expect a positive association between manager compensation and a non-
GAAP disclosure decision We state part A of our first hypothesis as follows
H1A The propensity to disclose non-GAAP earnings in earnings announcements‟ press
releases is higher when compensation is linked to the performance of the firm
The second decision studied is the type of adjustments firms do to GAAP earnings Firms
typically exclude from GAAP earnings expenses such as extraordinary items which they claim
to be non-recurring But empirical research shows that firms also exclude recurring expenses
such as depreciation stock-based compensation and research and development and that this
practice is associated with opportunistic motives (eg Black and Christensen 2009) We expect
9
that firms where compensation is linked to performance to make adjustments for recurring items
more frequently than others when calculating their non-GAAP figures We define hypothesis 1B
as indicated below
H1B The probability of firms adjusting GAAP earnings for recurring items when
calculating their non-GAAP figures is higher when compensation is linked to
performance
The third decision we analyze is what prominence firms give to non-GAAP earnings
numbers in the press release Paragraph 29 of CESR‟ recommendation on alternative
performance measures states ldquoit can be observed that issuers tend to present alternative
performance measures sometimes even more prominently that the defined measuresrdquo In order to
ensure that investors are not misled the committee recommends that non-GAAP measures are
given less prominence than GAAP earnings figures In the US literature on the emphasis given
to non-GAAP figures indicates that managers give more prominence to these metrics when they
portray better firm performance than GAAP numbers (Bowen et al 2005 Elliott 2006 Allee et
al 2007) Based on this literature we expect that firms where compensation is tied to
performance to give higher emphasis to non-GAAP figures and thus part C of our first
hypothesis is as follows
H1C The prominence given to non-GAAP figures in the press release is higher when
compensation is linked to the performance of the firm
10
The fourth decision that we investigate is whether firms choose to disclose a
reconciliation between non-GAAP and GAAP numbers in the press release or not Elliott‟s
(2006) experimental results indicate that the effects of prominence of non-GAAP financial
measures in earnings announcements can be mitigated by including a reconciliation Marques
(2010) shows that reconciliations are informative to investors even after controlling for the
information content of other financial statements Furthermore Zhang and Zheng (2011) find
that before regulation G was put in place in the US the mispricing of non-GAAP earnings
existed only in firms that did not disclose a tabular reconciliation These findings suggest that
market participants‟ can interpret the adjustments made by managers and reflect them on their
decisions if the necessary information is provided Thus if firms are interested in altering users‟
perceptions of their earnings (maximizing stock compensation) we would expect them not to
disclose a reconciliation in the earnings announcements‟ press releases even though CESR‟
recommendation states that firms should ldquodefine the components included in an alternative
performance measurerdquo (paragraph 22) and explain the differences between GAAP and non-
GAAP figures which ldquomight be through a reconciliationrdquo (paragraph 25) This results in part D
of our first hypothesis
H1D The probability of not disclosing a reconciliation between non-GAAP and GAAP
earnings is higher when compensation is linked to the performance of the firm
22 Board quality and non-GAAP reporting decisions
Corporate governance mechanisms that limit opportunistic management behavior benefit
all stakeholders (Ashbaugh-Skaife et al 2006) As a result of less opportunistic reporting
11
strategies better governed firms tend to make more informative disclosures (Beekes and Brown
2006) Furthermore when good practices are in place corporate governance mechanisms can
counterbalance the weakness of regulation (Klapper and Love 2004) The intuition according to
Durnev and Kim (2005) is that good corporate governance ldquoplays a more important role in
alleviating the harmful effects of ineffective legal framework when regulation is weakrdquo Thus
we expect good governance practices to be particularly important in preventing opportunistic
non-GAAP reporting in Europe as there is no regulation Given that the board of directors is the
central internal control mechanism for monitoring managers (Fama 1980) we focus the analysis
of the effect of corporate governance on non-GAAP opportunistic reporting on the quality of the
board
To the best of our knowledge there are only two papers that analyze the effect of boards
on non-GAAP disclosures Frankel et al (2011) and Jennings and Marques (2011) both using
US data These studies analyze only one characteristic of the board the independence of its
members Their results indicate that independence of outside directors is associated with better
non-GAAP disclosures We extend these findings by measuring board quality via a score of
board characteristics as literature has established independence to be one important factor of the
efficiency of the board but not the only one The use of scores is common practice in the
corporate governance literature as it allows to take into the consideration the complexity and the
interactions of governance systems (eg Gompers et al 2003 Brown and Caylor 2006
Bebchuck et al 2009 Aggarwal et al 2009) In our score we consider independence and among
other things that busy boards are associated with weak corporate governance (Fich and
Shivdasani 2006) by evaluating attendance that when the CEO also holds the position of the
chairman of the board internal control systems may fail (Jensen 1993) due to the concentration
12
of decision management and decision control in one individual and that the independence of
committees is also important (Karamanou and Vafeas 2005) We expect to find a negative
association between our board quality score and the proxies for opportunistic reporting practices
indicating that better governed firms make more informative non-GAAP disclosures We divide
the hypothesis linked to board quality in four parts as follows
H2A The propensity to disclose non-GAAP earnings in earnings announcements‟ press
releases is lower when the board of directors follows more desirable corporate
governance standards
H2B The probability of firms adjusting GAAP earnings for recurring items when
calculating their non-GAAP figures is lower when the board of directors follows more
desirable corporate governance standards
H2C The prominence given to non-GAAP figures in the press release is reduced when
the board of directors follows more desirable corporate governance standards
H2D The probability of not disclosing a reconciliation between non-GAAP and GAAP
earnings decreases when the board of directors follows more desirable corporate
governance standards
3 Data and sample
13
We begin our sample selection process with all firms included in the Financial Times
2006 classification of the 500 largest European firms which is based on the 2005 financial
reports The selection criteria results in a sample of large firms that are followed carefully by all
agents in the financial markets We eliminate from the sample financial institutions and utilities‟
firms as these are subject to specific regulations After removing firms-years with missing press
releases the sample comprise 805 observations representing 318 firms from 20 European
countries for the period 2003 to 2005 For every one of these firm-years we obtain financial data
from WorldscopeDatastreamIBES For data on managers‟ compensation and board
characteristics we rely on the data provided by Institutional Shareholder Services (ISS) The data
on ownership is collected from LionShares
We hand-collect non-GAAP information from press releases of the annual earnings
announcements which are obtained via Factiva or the firms‟ websites We collect information
about the manager-adjusted non-GAAP financial measures from the press release in order to
obtain the most accurate information about managers‟ disclosures To be conservative when the
label given to the earnings measure was dubious we did not consider these as non-GAAP
financial measures3 We also hand-collect whether or not the firms disclose a reconciliation
Given that the CESR does not recommend the use of a tabular reconciliation we consider that
firms disclose a reconciliation if information about the adjustments is presented even if this is
part of the text of the press release
When reading the annual earnings announcements‟ press releases it became clear that the
voluntarily disclosure of non-GAAP financial measures was widespread in European firms An
analysis of the data collected reveals that in all industries the majority of the firms disclose non-
3 It is also important to take into consideration that we only collect non-GAAP measures that in some way portray a
firm‟s results (ie all sorts of earnings numbers) Thus we ignore measures related with other aspects of a firm‟s
performance (sales for example)
14
GAAP measures (Table 1 Panel A)4 In fact 80 of the press releases include at least one non-
GAAP earnings figure This practice is more prevalent in manufacturing materials and
electronics and transportation and communication though
Panel B of Table 1 indicates that GAAP earnings are often adjusted for items that are
considered recurring such as RampD expenses depreciation expenses stock-based compensation
and tax-related values (63 of observations) That practice is common across all industries
Further we calculate how many of the non-GAAP numbers are a result of adjusting for revenue
items instead of expenses (ie cases where the non-GAAP number is lower than the GAAP
figure) We find that this happens in only 11 of the non-GAAP disclosures
Disclosing firms typically report non-GAAP earnings measures in a more prominent
location of the press release than GAAP earnings figures (Table 1 Panel C) In fact firms give a
higher emphasis to non-GAAP earnings in 83 of the cases where such a number is present in
the press release As non-GAAP earnings figures are usually higher than the corresponding
GAAP figures this evidence suggests an intention to depict a better picture of firms‟
performance which can lead to higher compensation5 The most common location where
managers disclose non-GAAP earnings is the area of subtitles or highlights of the press release
ie right after the title and before the text Furthermore the emphasis given to non-GAAP
figures varies significantly across industries
Panel D of Table 1 shows the percentage of firms that disclose a reconciliation in their
press release given that a non-GAAP disclosure was made Our findings indicate that in
approximately 66 of the cases firms choose to disclose some kind of reconciliation between the
non-GAAP measures and the corresponding GAAP figures This means there are still firms that
4 Industry classification is based on the two-digit SIC codes
5 This evidence should be interpreted with caution as most of the adjustments to GAAP earnings are income-
decreasing (Hitz 2010)
15
do not follow the CESR recommendation of defining the components included in their
alternative performance measures Further analysis reveals that only 36 disclose a tabular
reconciliation
ltInsert table 1 heregt
Finally we calculate the percentage of the sample firms that simultaneously adjust for
recurring items and give a higher prominence to non-GAAP earnings measures than to GAAP
earnings figures in the press release as these practices can easily be classified as misleading
Untabulated results indicate that over 60 of firms adjust for recurring items while at same time
give more emphasis to non-GAAP numbers Although this descriptive evidence seems to
indicate the existence of many cases of opportunistic reporting of non-GAAP it is still possible
that some firms do report non-GAAP to transfer private information to the market These
observations if they exist will work against us finding results which support our expectations
4 Research design and descriptive results
Our hypotheses assess the effect of compensation and board quality on firms‟ non-GAAP
reporting decisions that are likely to indicate opportunistic reporting This association is studied
using the following model
Non-GAAP reporting decision =
f (Compensation + Board quality + Other firm incentives)
16
We measure the dependent variable non-GAAP reporting decision in four alternative
ways in accordance with the hypotheses presented in section 2 Firstly we consider whether or
not a firm discloses a non-GAAP measure in the annual earnings announcement press release In
this case function f takes the form of a logistic regression where the dependent variable is non-
GAAP disclosure an indicator variable coded as one when the firm reports non-GAAP figures in
the earnings announcement press release and zero otherwise
Secondly we study the choice of adjustments made to GAAP earnings in the calculation
of non-GAAP figures Recurring adjustments is an indicator variable taking the value of one if
the firm excludes from GAAP earnings recurring items such as RampD expenses depreciation
expenses stock-based compensation items and tax-related and zero otherwise In this case
function f takes the form of a logistic regression
Thirdly we look at the emphasis given to the first non-GAAP measure disclosed - the
categories used in the classification of the variable non-GAAP emphasis are as follows (1) title
(2) subtitle or highlights (3) first or second paragraph (4) third paragraph or lower In this case
the function f takes the form of a multinomial logistic regression where the dependent variable is
coded as one two three or four according to the emphasis given and five otherwise (ie when
the non-GAAP measure is disclosed in a less prominent location of the press release near the
financial statements or no non-GAAP measure is disclosed)6
Lastly we analyze whether managers disclose information regarding the reconciliation
between non-GAAP earnings and the corresponding GAAP measure (in a tabular format or
through written explanations) To be consistent with the previous analyses where we expect the
voluntary reporting decision to be positively (negatively) associated with compensation (board
6 Category five joins the cases where non-GAAP figures are disclosed in the financial statements and the cases
where no non-GAAP numbers are disclosed as in some countries (eg Spain) financial statements have rigid
formats leaving no room for non-GAAP measures This is mentioned in Appendix 1 of the 2009 EFRAG report
17
quality) we define NoReconciliation in the negative way ie as an indicator variable coded as
one if the firm does not report a reconciliation between non-GAAP and the corresponding GAAP
earnings measure in the annual announcement‟ press release and zero otherwise The function f
takes the form of a logistic regression
Compensation is an indicator variable coded as one when directors receive all or a part of
their fees in stock and options grants which are aligned with the firm market performance7
Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009)8 For
each of the 11 board characteristics considered a value of one is assigned whenever the board
attribute is present and a value of zero is attributed otherwise Then all the attributes‟ values are
added to form a board quality score Table 2 presents the percentage of observations where the
criteria used to measure board quality and managers‟ compensation are met The CEO is not the
chairman of the board in more than 90 of the cases there is no former CEO on the board in
835 of the cases and the CEO does not have related-party transactions in 678 of cases On
the other hand the attendance of most board meetings is relatively low (in only 354 of cases
all directors have attended at least 75 of the meetings) The independence of board committees
also varies Compensation committees are predominantly independent but audit committees have
only a majority of independent members in 86 of the cases Regarding compensation we find
that in 606 of the firm-years directors receive all or a portion of their fees in stock and option
grants that are aligned with the firm‟s market performance Thus performance-based
compensation is a wide-spread practice in our sample
7 We recognize that a continuous variable (as the percentage of total compensation that is paid in stock and options
grants which are aligned with company market performance) might be more informative than an indicator variable
However we were unable to find such information for the sample firms 8 Aggarwal et al (2009) consider 25 board attributes and 10 compensation and ownership attributes We included
only 11 attributes in our score because the remaining attributes are coded missing for more than one quarter of the
sample
18
ltInsert table 2 heregt
Other firm incentives refer to firm specific characteristics that affect non-GAAP reporting
choices We consider the following disclosure incentives The proportion of institutional and
insider ownership as a strong presence of these shareholders reduces the need for public
voluntary disclosures (eg Schadewitz and Blevins 1998 and Eng and Mak 2003)9 Consensus
beating (indicator variable coded one if non-GAAP earnings meet or beat the analysts‟ consensus
forecast and GAAP earnings do not and zero otherwise) and analyst following (log of the
number of analysts following the firm) proxy for the influence of financial analysts on non-
GAAP reporting Following previous studies on the determinants of non-GAAP disclosures (eg
Lougee and Marquardt 2004 and Marques 2006) we also include the proportion of intangibles
(intangibles to total assets) special items (indicator variable coded as one if the firm reports
special items and zero otherwise) earnings variability (standard deviation of earnings to assets in
the previous three fiscal years) size (log of market value) and leverage (debt to total assets)
Finally we control for firms that cross-list in US markets as these firms are subject to strict
regulations regarding non-GAAP disclosures (Regulation G)
Table 3 reports descriptive statistics on the financial characteristics of the sample used in
the multivariate analysis A comparison of the first two lines of Table 3 Panel A reveals that the
mean of non-GAAP EPS is 367euro while the mean of the GAAP EPS is just 271euro10
This result is
in line with findings of other studies as firms tend to adjust their GAAP figures mainly by
9 Insider ownership considers ownership positions held by non-buy-side entities such as officers directors public
and private companies and ESOPs Thus it includes managers families financial institutions and other firms 10
Sometimes firms disclose more than one non-GAAP earnings figure in their press release When that happens we
use the first non-GAAP figure disclosed by the firm (ie the one to which more emphasis is given in the press
release) to calculate the mean non-GAAP EPS
19
excluding expenses which leads to non-GAAP figures higher than the comparable GAAP
number This practice has caused concerns among regulators and investors as often it leads to the
presentation of a positive non-GAAP earnings number while the corresponding GAAP earnings
figure is in fact a loss IOSCO (the International Organization of Securities Commission) issued
a cautionary statement in 2002 where it stated problems arise if non-GAAP measures are used in
such a way ldquoas to obscure the financial results determined according to GAAP or provide and
incomplete description of true financial resultsrdquo
On average institutional investors hold 28 of the firms‟ shares and insider investors
hold 23 of the shares The average sample firm is followed by 17 analysts (corresponding to a
log of 402) has market capitalization around 14500 thousand Euros (a log of 884) and a debt
to assets ratio of 28 Panel B of Table 3 reports frequencies for the discrete variables In
approximately one third of the cases non-GAAP earnings is higher than analysts‟ forecasts while
GAAP earnings measures show that the firm does not meet the consensus Some of the sample
firms are cross-listed in US markets (36) and most report special and extraordinary items
(854)
ltInsert table 3 heregt
Table 4 presents the Pearson correlation matrix for the variables included in our
multivariate analysis Results indicate that performance-based compensation is positively
correlated with the decision to make a non-GAAP disclosure and the decision to not disclose
reconciliation information between non-GAAP and GAAP measures These correlations suggest
that compensation is an important determinant of non-GAAP disclosure decisions Apart of
20
compensation the decision to disclose a non-GAAP figure is associated with analyst attention to
the firm (ie number of analysts following and beating analyst earnings forecasts) insider
ownership the level of intangibles and the existence of special items As expected firms‟
adjustments to GAAP earnings are positively correlated with intangibles (which include
goodwill) and special items We also find a positive correlation between the fact that firms make
adjustments for recurring items and insider ownership and special items and a negative
correlation between this and institutional ownership and cross-listing in the US Finally the
emphasis given to non-GAAP information in the press release is positively correlated with
intangibles and the fact that non-GAAP numbers beat the analysts‟ target and negatively
correlated with insider ownership
ltInsert table 4 heregt
5 Results on the association between compensation board quality and non-GAAP
reporting decisions
Table 5 presents the empirical results of our study of the relation between compensation
board quality and the decision to disclose non-GAAP earnings measures The first estimation of
the logit model (column 1) considers only the impact of compensation on the disclosure decision
the second estimation of the logit model (column 2) considers the impact of board quality by
itself and the third set of results (column 3) considers the two factors concurrently The two
coefficients estimated for performance-base compensation are positive and statistically
significant (columns 1 and 3) This result supports hypothesis 1A as the propensity to disclose
non-GAAP earnings in earnings announcements‟ press releases is higher when compensation is
21
linked to the market performance of the firm Consistent with hypothesis 2A the estimated
coefficients for board quality are negative and statistically significant (columns 2 and 3) That is
the probability of reporting discretionary non-GAAP measures is lower when the board of
directors follows more desirable corporate governance standards Thus while compensation
contracts linked to performance can encourage firms to disclose non-GAAP measures
opportunistically (and in ways that can mislead investors) effective boards can counteract this
effect
The results for the other firm factors are in line with previous academic findings Both
measures of ownership are negative and statistically significant in the three specifications of our
model This supports the idea that a higher level of institutional ownership is associated with less
disclosure of non-GAAP figures that might be opportunistic (Jennings and Marques 2011)
Given that in Europe capital is traditionally less dispersed and family firms are still prevalent
there is less need for voluntary public information while at the same time there is closer
monitoring over managers‟ actions This is consistent with our findings for insider ownership
The results for consensus beating suggest that managers use the disclosure of non-GAAP figures
to appear to meet or beat analyst earnings benchmarks (as documented in Black and Christensen
2009 and Isidro and Marques 2010)
ltInsert table 5 heregt
Table 6 presents the results of the analysis of the association between compensation
board quality and the adjustment for recurring items in firms‟ calculation of non-GAAP earnings
measures Black and Christensen (2009) find that managers opportunistically exclude from
22
GAAP earnings recurring items such as RampD expenses depreciation expenses stock-based
compensation items and tax-related charges Our estimation shows that in the two models where
compensation is included (columns 1 and 3) the coefficients are positive and statistically
significant suggesting that in firms where compensation is tied to market performance there is a
higher probability of adjusting GAAP earnings for items that are recurring This is consistent
with hypothesis 1B We find no impact of board quality on the propensity to adjust for recurring
items Thus we are unable to reject the null hypothesis on the case of hypothesis 2B This may
be because the board does not have detailed information on how recurring the items excluded
can be Institutional shareholders and insiders seem to have a disciplinary effect of the
adjustment for recurring items as both sets of estimated coefficients (columns 1 and 3) are
negative and statistically significant
As a robustness check we also run an OLS model where the dependent variable is the
total value of the adjustments made ie non-GAAP earnings per share minus GAAP earnings
per share This is a weaker test of our hypothesis as the variable may also include adjustments
for items that are in fact non-recurring (and thus justifiable) Non-tabulated results for this
specification are consistent with those presented in Table 6 suggesting that compensation is an
important motive for opportunistic reporting of non-GAAP information11
lt Insert table 6 heregt
Table 7 presents the results of the analysis of the association between compensation
board quality and the emphasis that managers give to non-GAAP earnings measures in the press
11
Consistent with this being a weaker test of managers‟ intentions the estimated coefficients have a lower level of
statistical significance
23
release As before the first estimation of our model considers the impact of compensation on the
disclosure decision the second estimation considers the impact of board quality and the third set
of results considers the two factors concurrently Given that this analysis is performed using a
multinomial logistic regression we divide the table into 4 panels each one corresponding to a
specific position of the non-GAAP measures in the earnings announcement press release
Panel A which analyzes non-GAAP disclosures in the title of the press release shows
that the estimated coefficient for our compensation variable is positive and statistically
significant That is when compensation is linked to the performance of the firm the non-GAAP
earnings measure disclosed is in the title of the press release more often as compared to
reporting it in the financial statements (the part of the press release not considered in any panel)
or not reporting it at all However compensation does not affect the positioning of non-GAAP
measures significantly in any other part of the press release This result suggests that when firms
position their non-GAAP measures strategically they tend to include it in the title of the press
release which is consistent with firms giving more emphasis to non-GAAP measures whenever
they have a strategic reason for doing so This practice can have an important impact in financial
markets as price reactions to earnings announcements tend to be higher when the non-GAAP
number is placed first in the press release particularly from less-sophisticated investors (Allee et
al 2007)
The results for board quality reveal that this variable is negatively associated with the
emphasis given to non-GAAP measures in all panels when considered independently from
managers‟ compensation (column 2) This is consistent with our hypothesis 2C When
considered concurrently with managers‟ compensation (column 3) the estimated coefficients for
board quality remain negative and statistically significant except in Panel B where the
24
coefficient although negative is not statistically different from zero Given that in the third
model of panel A where the two measures are considered concurrently compensation has a
positive and significant effect while board quality has a negative and significant effect we
conclude that board quality can reduce opportunistic emphasis given to non-GAAP disclosures
motivated by compensation For economy of space we do not tabulate the results for the other
firm factors but these are consistent with previous findings
ltInsert Table 7 heregt
Our last set of hypotheses (1D and 2D) states that the non disclosure of a reconciliation
between non-GAAP and GAAP earnings is more (less) likely when compensation is linked to
firm performance (when the board of directors follows more desirable corporate governance
standards) Estimation results presented in Table 8 indicate that performance-based
compensation contracts seem to restrain the disclosure of information that allows users of
financial statements to reconcile non-GAAP to GAAP earnings As firms tend to make higher
adjustments to GAAP figures when compensation is aligned with firm performance avoiding the
disclosure of detailed information about the adjustments made helps to portray a better picture of
firm performance However our results also indicate that board quality does not impact on the
decision to provide reconciliation information
A caveat of our reconciliation results is that in certain regimes providing reconciliations
is not a voluntary decision but a requirement imposed either by accounting or market rules For
example in the UK Financial Reporting Standard 3 (Accounting Standards Board 1993)
requires alternative earnings per share figures to be reconciled with a GAAP figure and in
25
France the Autoriteacute des Marcheacutes Financiers has a similar request However there is also
evidence that firms in certain countries do not follow these rules (eg Aubert 2010 reports that
in France reconciliations are rarely provided by managers) As a robustness check we repeat the
empirical analysis excluding firms from these two countries The results are weaker but in line
with the findings reported in Table 8 We also find similar conclusions for the reconciliation
analysis when we distinguish between tabular reconciliations and written reconciliations and
when we exclude firms cross-listed in the US where reconciliations are required
ltInsert table 8 heregt
Presenting a reconciliation between GAAP and non-GAAP numbers can help investors
understand the adjustments made Thus reporting a reconciliation may interfere with firms‟
choices regarding non-GAAP reporting namely adjusting for items that are recurring and giving
a high emphasis to non-GAAP figures in the press release To check for this effect we re-run the
equations of tables 6 and 7 for the subsample of observations that report a reconciliation The
results are consistent with our initial analysis suggesting that firms‟ disclosing practices are not
conditioned by the presentation of reconciliation information
6 Conclusion
For a set of international firms we analyze how compensation and good corporate
governance in the board of directors influences non-GAAP reporting decisions We analyze four
26
aspects of non-GAAP reporting that are often associated with firms‟ opportunistic intention to
portray a better image of their performance the decision to make a non-GAAP disclosure the
fact that some firms make adjustments for recurring items to GAAP earnings to calculate a non-
GAAP measure the high emphasis given to non-GAAP measures in the press release and not
disclosing a reconciliation that explains the difference between non-GAAP and GAAP earnings
We expect and find a positive relation between those discretionary aspects of non-GAAP
reporting and the fact that firms pay all or a portion of compensation in stock and option grants
aligned with firm performance Our findings suggest that performance-based compensation
encourages firms to use non-GAAP information opportunistically in order to boost users‟
perceptions about firm performance and thus maximize compensation The empirical results also
indicate that an efficient board of directors capable of monitoring firms‟ actions can help
counteract some of the discretionary disclosure choices In particular we find that an efficient
board of directors can reduce the likelihood of disclosing non-GAAP figures and reduce the
emphasis given to non-GAAP information in the press release However the exclusion of
recurring items from GAAP earnings and the decision to present reconciliation between non-
GAAP and GAAP measures do not seem to be influenced by the quality of the board It is
possible that the board does not monitor these reporting aspects Our results suggests that
internal corporate controls have only limited influence over firms‟ non-GAAP disclosure
decisions which may be of interest to regulators interested in the introduction of non-GAAP
rules in Europe
27
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Bamber L Jiang J and Wang I (2010) Whats my style The influence of top managers on
voluntary corporate financial disclosure The Accounting Review 85 (4) 1131-1162
Bebchuk L Cohen A and Ferrell A (2009) What matters in corporate governance The
Review of Financial Studies 22 (2) 783-827
Beekes W and Brown P (2006) Do better-governed Australian firms make more informative
disclosures Journal of Business Finance amp Accounting 33 (3) 422-450
28
Bhattacharya N Black E Christensen T and Larson C (2003) Assessing the relative
informativeness and permanence of pro forma earnings and GAAP operating earnings
Journal of Accounting amp Economics 36 (1-3) 285-319
Black D Black E Christensen T and Waegelein J (2011) The effects of executive
compensation contracts and auditor effort on firms pro forma reporting decisions
Working paper - Duke University
Black D and Christensen T (2009) US managers‟ use of bdquopro forma‟ adjustments to meet
strategic earnings targets Journal of Business Finance amp Accounting 36 (3) 297-326
Bowen R Davis A and Matsumoto D (2005) Do firms strategically emphasize performance
metrics in their earnings press releases The Accounting Review 80 (4) 1011-1038
Brown L and Caylor M (2006) Corporate governance and firm valuation Journal of
Accounting and Public Policy 25 409-434
Brown L D and Sivakumar K (2003) Comparing the value relevance of two operating income
measures Review of Accounting Studies 8 (4) 561-572
Choi Y Lin S Walker M and Young S (2007) Disagreement over the persistence of
earnings components evidence on the properties of management-specific adjustments
to GAAP earnings Review of Accounting Studies 12 (4) 595-622
Committee on European Securities Regulators (2005) CESR recommendation on alternative
performance measures
Durnev A and Kim E (2005) To steal or not to steal firm attributes legal environment and
valuation The Journal of Finance 60 (3) 1461-1493
Elliott W (2006) Are investors influenced by pro forma emphasis and reconciliations in
earnings announcements The Accounting Review 81 (1) 113-133
29
Eng L and Mak Y (2003) Corporate governance and voluntary disclosure Journal of
Accounting and Public Policy 22 325-345
European Financial Reporting Advisory Group (2009) Pro-active accounting activities in
Europe Performance reporting an European discussion paper Brussels Belgium
EFRAG
Fama E (1980) Agency problems and theory of the firm Journal of Political Economy 88 (2)
288-307
Fich E and Shivdasani A (2006) Are busy boards effective monitors The Journal of Finance
61 (2) 689-724
Frankel R McVay S and Soliman M (2011) Non-GAAP earnings and board independence
Review of Accounting Studies forthcoming
Frederickson J and J Miller (2004) The effects of pro forma earnings disclosures on analysts‟
and nonprofessional investors‟ equity valuation judgments The Accounting Review
79 (3) 667-686
Gompers P Ishii J and Metrick A (2003) Corporate governance and equity prices Quarterly
Journal of Economics 118 107-155
Hitz J (2010) Press release disclosure of pro forma earnings metrics by large German
corporations - Empirical evidence and regulatory recommendations Accounting in
Europe 7 (1) 63-86
Holthausen R D Larcker and RSloan (1995) Annual Bonus Schemes and the Manipulation of
Earnings Journal of Accounting and Economics 19 29-74
30
Isidro H and Marques A (2010) The role of institutional and economic forces in the strategic
use of non-GAAP disclosures to beat earnings benchmarks Working paper - IUL
ISCTE Business School
Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
manager-adjusted non-GAAP earnings Journal of Business Finance amp Accounting
forthcoming
Jensen M (1993) Presidential address the modern industrial revolution exit and the failure of
internal control systems Journal of Finance 48 831ndash880
Jensen M and K Murphy (1990) Performance Pay and Top-Management Incentives Journal of
Political Economy (98) 2 225-264
Karamanou I and Vafeas N (2005) The association between corporate boards audit
committees and management earnings forecasts an empirical analysis Journal of
Accounting Research 43(3) 453-486
Klapper L and Love I (2004) Corporate governance investor protection and performance in
emerging markets Journal of Corporate Finance 10 703-728
Leone M (2010) Whats on the SEC radar CFOcom
Lougee B and Marquardt C (2004) Earnings quality and strategic disclosure an empirical
examination of pro forma earnings The Accounting Review 79 (3) 769-795
Marques A (2006) SEC interventions and the frequency and usefulness of non-GAAP financial
measures Review of Accounting Studies 11 (4) 549-574
31
Marques A (2010) Disclosure strategies among SampP 500 firms Evidence on the disclosure of
non-GAAP financial measures and financial statements in earnings press releases
The British Accounting Review 42 119-131
Schadewitz H and Blevins D (1998) Major determinants of interim disclosures in an
emerging market American Business Review 16 (1) 41ndash55
Zhang H and Zheng L (2011) The valuation impact of reconciling pro forma earnings to
GAAP earnings Journal of Accounting an Economics 51 186-202
32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
6
performance creates incentives to engage in non-GAAP disclosures that are consistent with
opportunistic reporting We also show that efficient internal governance mechanisms can help
mitigate some of the opportunistic reporting practices Our findings add to previous research
showing that board independence curbs opportunistic non-GAAP disclosures (Frankel et al
2011 Jennings and Marques 2011) Our results can assist European regulators and other users
interested in judging whether good governance practices at the board level are sufficient in
reducing opportunistic use of non-GAAP information (and thus substitute regulation)
The paper is organized as follows The next section presents the hypotheses development
and discusses the relevant prior literature The third section describes the data and sample
Section four outlines the research design and reports the descriptive statistics Section five
presents the empirical results on the association between compensation board quality and non-
GAAP reporting decisions The last section concludes the study
2 Hypotheses development
While some academic research presents evidence consistent with managers‟ claims that
non-GAAP measures convey relevant information to investors about core earnings (eg
Bhattacharya et al 2003 and Brown and Sivakumar 2003) other studies suggest that firms use
non-GAAP disclosures in an attempt to pass a more favorable impression of performance (eg
Doyle et al 2003 Bowen et al 2005 Black and Christensen 2009 Isidro and Marques 2010)
Possibly both types of situations co-exist in markets We do not argue that non-GAAP
disclosures are always opportunistic Nor do we try to identify those that are opportunistic What
we do is to analyze two mechanisms (compensation contracts and governance quality) that are
likely to affect firms‟ opportunistic non-GAAP reporting
7
21 Performance-based compensation and non-GAAP reporting decisions
Agency theory indicates that performance-based compensation is a way to align
managers and shareholders interests (eg Jensen and Murphy 1990) Performance-pay incentives
can encourage managers to increase shareholders wealth but can also create incentives to
manipulate financial information (eg Holthausen et al 1995) Aboody and Kasznik (2000)
document changes in share prices and analyst earnings forecasts around option awards
suggesting that CEOs manage investors‟ expectations around award dates by delaying good news
and rushing forward bad news The authors suggest ldquothat CEOs make opportunistic voluntary
disclosures that maximize their stock options compensationrdquo Although compensation is not
usually linked to non-GAAP numbers non-GAAP disclosures can be used opportunistically to
enhance the market valuation of the firm and thus increase performance-based compensation
In a recent paper Black et al (2011) find an association between opportunistic non-
GAAP disclosures and compensation contracts They show that in the US compensation
contracts can mitigate opportunistic non-GAAP reporting but only if they include a long-term
performance plan for top management The authors suggest that bonus compensation that
focuses on short-term performance is likely to encourage opportunistic non-GAAP reporting We
are interested in investigating whether the association between non-GAAP reporting practices
and managers‟ compensation exists outside the US context where there are no strict rules on
non-GAAP disclosures and investors react differently to non-GAAP information (eg Anderson
and Hellman 2007) Based on prior evidence we hypothesize that performance-based
compensation motivates firms to engage in opportunistic non-GAAP reporting in order to
increase the short-term value of their bonuses and stock options
8
We rely on previous research to identify non-GAAP reporting decisions that are likely to
indicate opportunistic behavior Specifically we consider four reporting decisions (i) whether or
not to disclose a non-GAAP earnings figure in the earnings announcement press release (ii) the
exclusion of recurring items from GAAP numbers when calculating a non-GAAP measure (iii)
the prominence given to the non-GAAP measures in the press release and (iv) the disclosure or
not of reconciliation between GAAP earnings and the non-GAAP figures
The first decision that we consider is whether managers disclose a non-GAAP measure in
the press release or not While the disclosure may be motivated by altruistic reasons the fact
that non-GAAP typically portrays better performance than GAAP suggests that a disclosure can
be used for opportunistic reasons In fact the objective of CESR‟s 2005 recommendation is ldquoto
ensure that investors are not misled through the use of alternative performance measuresrdquo As
compensation linked to performance can encourage voluntary disclosures that boost firms‟
market performance we expect a positive association between manager compensation and a non-
GAAP disclosure decision We state part A of our first hypothesis as follows
H1A The propensity to disclose non-GAAP earnings in earnings announcements‟ press
releases is higher when compensation is linked to the performance of the firm
The second decision studied is the type of adjustments firms do to GAAP earnings Firms
typically exclude from GAAP earnings expenses such as extraordinary items which they claim
to be non-recurring But empirical research shows that firms also exclude recurring expenses
such as depreciation stock-based compensation and research and development and that this
practice is associated with opportunistic motives (eg Black and Christensen 2009) We expect
9
that firms where compensation is linked to performance to make adjustments for recurring items
more frequently than others when calculating their non-GAAP figures We define hypothesis 1B
as indicated below
H1B The probability of firms adjusting GAAP earnings for recurring items when
calculating their non-GAAP figures is higher when compensation is linked to
performance
The third decision we analyze is what prominence firms give to non-GAAP earnings
numbers in the press release Paragraph 29 of CESR‟ recommendation on alternative
performance measures states ldquoit can be observed that issuers tend to present alternative
performance measures sometimes even more prominently that the defined measuresrdquo In order to
ensure that investors are not misled the committee recommends that non-GAAP measures are
given less prominence than GAAP earnings figures In the US literature on the emphasis given
to non-GAAP figures indicates that managers give more prominence to these metrics when they
portray better firm performance than GAAP numbers (Bowen et al 2005 Elliott 2006 Allee et
al 2007) Based on this literature we expect that firms where compensation is tied to
performance to give higher emphasis to non-GAAP figures and thus part C of our first
hypothesis is as follows
H1C The prominence given to non-GAAP figures in the press release is higher when
compensation is linked to the performance of the firm
10
The fourth decision that we investigate is whether firms choose to disclose a
reconciliation between non-GAAP and GAAP numbers in the press release or not Elliott‟s
(2006) experimental results indicate that the effects of prominence of non-GAAP financial
measures in earnings announcements can be mitigated by including a reconciliation Marques
(2010) shows that reconciliations are informative to investors even after controlling for the
information content of other financial statements Furthermore Zhang and Zheng (2011) find
that before regulation G was put in place in the US the mispricing of non-GAAP earnings
existed only in firms that did not disclose a tabular reconciliation These findings suggest that
market participants‟ can interpret the adjustments made by managers and reflect them on their
decisions if the necessary information is provided Thus if firms are interested in altering users‟
perceptions of their earnings (maximizing stock compensation) we would expect them not to
disclose a reconciliation in the earnings announcements‟ press releases even though CESR‟
recommendation states that firms should ldquodefine the components included in an alternative
performance measurerdquo (paragraph 22) and explain the differences between GAAP and non-
GAAP figures which ldquomight be through a reconciliationrdquo (paragraph 25) This results in part D
of our first hypothesis
H1D The probability of not disclosing a reconciliation between non-GAAP and GAAP
earnings is higher when compensation is linked to the performance of the firm
22 Board quality and non-GAAP reporting decisions
Corporate governance mechanisms that limit opportunistic management behavior benefit
all stakeholders (Ashbaugh-Skaife et al 2006) As a result of less opportunistic reporting
11
strategies better governed firms tend to make more informative disclosures (Beekes and Brown
2006) Furthermore when good practices are in place corporate governance mechanisms can
counterbalance the weakness of regulation (Klapper and Love 2004) The intuition according to
Durnev and Kim (2005) is that good corporate governance ldquoplays a more important role in
alleviating the harmful effects of ineffective legal framework when regulation is weakrdquo Thus
we expect good governance practices to be particularly important in preventing opportunistic
non-GAAP reporting in Europe as there is no regulation Given that the board of directors is the
central internal control mechanism for monitoring managers (Fama 1980) we focus the analysis
of the effect of corporate governance on non-GAAP opportunistic reporting on the quality of the
board
To the best of our knowledge there are only two papers that analyze the effect of boards
on non-GAAP disclosures Frankel et al (2011) and Jennings and Marques (2011) both using
US data These studies analyze only one characteristic of the board the independence of its
members Their results indicate that independence of outside directors is associated with better
non-GAAP disclosures We extend these findings by measuring board quality via a score of
board characteristics as literature has established independence to be one important factor of the
efficiency of the board but not the only one The use of scores is common practice in the
corporate governance literature as it allows to take into the consideration the complexity and the
interactions of governance systems (eg Gompers et al 2003 Brown and Caylor 2006
Bebchuck et al 2009 Aggarwal et al 2009) In our score we consider independence and among
other things that busy boards are associated with weak corporate governance (Fich and
Shivdasani 2006) by evaluating attendance that when the CEO also holds the position of the
chairman of the board internal control systems may fail (Jensen 1993) due to the concentration
12
of decision management and decision control in one individual and that the independence of
committees is also important (Karamanou and Vafeas 2005) We expect to find a negative
association between our board quality score and the proxies for opportunistic reporting practices
indicating that better governed firms make more informative non-GAAP disclosures We divide
the hypothesis linked to board quality in four parts as follows
H2A The propensity to disclose non-GAAP earnings in earnings announcements‟ press
releases is lower when the board of directors follows more desirable corporate
governance standards
H2B The probability of firms adjusting GAAP earnings for recurring items when
calculating their non-GAAP figures is lower when the board of directors follows more
desirable corporate governance standards
H2C The prominence given to non-GAAP figures in the press release is reduced when
the board of directors follows more desirable corporate governance standards
H2D The probability of not disclosing a reconciliation between non-GAAP and GAAP
earnings decreases when the board of directors follows more desirable corporate
governance standards
3 Data and sample
13
We begin our sample selection process with all firms included in the Financial Times
2006 classification of the 500 largest European firms which is based on the 2005 financial
reports The selection criteria results in a sample of large firms that are followed carefully by all
agents in the financial markets We eliminate from the sample financial institutions and utilities‟
firms as these are subject to specific regulations After removing firms-years with missing press
releases the sample comprise 805 observations representing 318 firms from 20 European
countries for the period 2003 to 2005 For every one of these firm-years we obtain financial data
from WorldscopeDatastreamIBES For data on managers‟ compensation and board
characteristics we rely on the data provided by Institutional Shareholder Services (ISS) The data
on ownership is collected from LionShares
We hand-collect non-GAAP information from press releases of the annual earnings
announcements which are obtained via Factiva or the firms‟ websites We collect information
about the manager-adjusted non-GAAP financial measures from the press release in order to
obtain the most accurate information about managers‟ disclosures To be conservative when the
label given to the earnings measure was dubious we did not consider these as non-GAAP
financial measures3 We also hand-collect whether or not the firms disclose a reconciliation
Given that the CESR does not recommend the use of a tabular reconciliation we consider that
firms disclose a reconciliation if information about the adjustments is presented even if this is
part of the text of the press release
When reading the annual earnings announcements‟ press releases it became clear that the
voluntarily disclosure of non-GAAP financial measures was widespread in European firms An
analysis of the data collected reveals that in all industries the majority of the firms disclose non-
3 It is also important to take into consideration that we only collect non-GAAP measures that in some way portray a
firm‟s results (ie all sorts of earnings numbers) Thus we ignore measures related with other aspects of a firm‟s
performance (sales for example)
14
GAAP measures (Table 1 Panel A)4 In fact 80 of the press releases include at least one non-
GAAP earnings figure This practice is more prevalent in manufacturing materials and
electronics and transportation and communication though
Panel B of Table 1 indicates that GAAP earnings are often adjusted for items that are
considered recurring such as RampD expenses depreciation expenses stock-based compensation
and tax-related values (63 of observations) That practice is common across all industries
Further we calculate how many of the non-GAAP numbers are a result of adjusting for revenue
items instead of expenses (ie cases where the non-GAAP number is lower than the GAAP
figure) We find that this happens in only 11 of the non-GAAP disclosures
Disclosing firms typically report non-GAAP earnings measures in a more prominent
location of the press release than GAAP earnings figures (Table 1 Panel C) In fact firms give a
higher emphasis to non-GAAP earnings in 83 of the cases where such a number is present in
the press release As non-GAAP earnings figures are usually higher than the corresponding
GAAP figures this evidence suggests an intention to depict a better picture of firms‟
performance which can lead to higher compensation5 The most common location where
managers disclose non-GAAP earnings is the area of subtitles or highlights of the press release
ie right after the title and before the text Furthermore the emphasis given to non-GAAP
figures varies significantly across industries
Panel D of Table 1 shows the percentage of firms that disclose a reconciliation in their
press release given that a non-GAAP disclosure was made Our findings indicate that in
approximately 66 of the cases firms choose to disclose some kind of reconciliation between the
non-GAAP measures and the corresponding GAAP figures This means there are still firms that
4 Industry classification is based on the two-digit SIC codes
5 This evidence should be interpreted with caution as most of the adjustments to GAAP earnings are income-
decreasing (Hitz 2010)
15
do not follow the CESR recommendation of defining the components included in their
alternative performance measures Further analysis reveals that only 36 disclose a tabular
reconciliation
ltInsert table 1 heregt
Finally we calculate the percentage of the sample firms that simultaneously adjust for
recurring items and give a higher prominence to non-GAAP earnings measures than to GAAP
earnings figures in the press release as these practices can easily be classified as misleading
Untabulated results indicate that over 60 of firms adjust for recurring items while at same time
give more emphasis to non-GAAP numbers Although this descriptive evidence seems to
indicate the existence of many cases of opportunistic reporting of non-GAAP it is still possible
that some firms do report non-GAAP to transfer private information to the market These
observations if they exist will work against us finding results which support our expectations
4 Research design and descriptive results
Our hypotheses assess the effect of compensation and board quality on firms‟ non-GAAP
reporting decisions that are likely to indicate opportunistic reporting This association is studied
using the following model
Non-GAAP reporting decision =
f (Compensation + Board quality + Other firm incentives)
16
We measure the dependent variable non-GAAP reporting decision in four alternative
ways in accordance with the hypotheses presented in section 2 Firstly we consider whether or
not a firm discloses a non-GAAP measure in the annual earnings announcement press release In
this case function f takes the form of a logistic regression where the dependent variable is non-
GAAP disclosure an indicator variable coded as one when the firm reports non-GAAP figures in
the earnings announcement press release and zero otherwise
Secondly we study the choice of adjustments made to GAAP earnings in the calculation
of non-GAAP figures Recurring adjustments is an indicator variable taking the value of one if
the firm excludes from GAAP earnings recurring items such as RampD expenses depreciation
expenses stock-based compensation items and tax-related and zero otherwise In this case
function f takes the form of a logistic regression
Thirdly we look at the emphasis given to the first non-GAAP measure disclosed - the
categories used in the classification of the variable non-GAAP emphasis are as follows (1) title
(2) subtitle or highlights (3) first or second paragraph (4) third paragraph or lower In this case
the function f takes the form of a multinomial logistic regression where the dependent variable is
coded as one two three or four according to the emphasis given and five otherwise (ie when
the non-GAAP measure is disclosed in a less prominent location of the press release near the
financial statements or no non-GAAP measure is disclosed)6
Lastly we analyze whether managers disclose information regarding the reconciliation
between non-GAAP earnings and the corresponding GAAP measure (in a tabular format or
through written explanations) To be consistent with the previous analyses where we expect the
voluntary reporting decision to be positively (negatively) associated with compensation (board
6 Category five joins the cases where non-GAAP figures are disclosed in the financial statements and the cases
where no non-GAAP numbers are disclosed as in some countries (eg Spain) financial statements have rigid
formats leaving no room for non-GAAP measures This is mentioned in Appendix 1 of the 2009 EFRAG report
17
quality) we define NoReconciliation in the negative way ie as an indicator variable coded as
one if the firm does not report a reconciliation between non-GAAP and the corresponding GAAP
earnings measure in the annual announcement‟ press release and zero otherwise The function f
takes the form of a logistic regression
Compensation is an indicator variable coded as one when directors receive all or a part of
their fees in stock and options grants which are aligned with the firm market performance7
Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009)8 For
each of the 11 board characteristics considered a value of one is assigned whenever the board
attribute is present and a value of zero is attributed otherwise Then all the attributes‟ values are
added to form a board quality score Table 2 presents the percentage of observations where the
criteria used to measure board quality and managers‟ compensation are met The CEO is not the
chairman of the board in more than 90 of the cases there is no former CEO on the board in
835 of the cases and the CEO does not have related-party transactions in 678 of cases On
the other hand the attendance of most board meetings is relatively low (in only 354 of cases
all directors have attended at least 75 of the meetings) The independence of board committees
also varies Compensation committees are predominantly independent but audit committees have
only a majority of independent members in 86 of the cases Regarding compensation we find
that in 606 of the firm-years directors receive all or a portion of their fees in stock and option
grants that are aligned with the firm‟s market performance Thus performance-based
compensation is a wide-spread practice in our sample
7 We recognize that a continuous variable (as the percentage of total compensation that is paid in stock and options
grants which are aligned with company market performance) might be more informative than an indicator variable
However we were unable to find such information for the sample firms 8 Aggarwal et al (2009) consider 25 board attributes and 10 compensation and ownership attributes We included
only 11 attributes in our score because the remaining attributes are coded missing for more than one quarter of the
sample
18
ltInsert table 2 heregt
Other firm incentives refer to firm specific characteristics that affect non-GAAP reporting
choices We consider the following disclosure incentives The proportion of institutional and
insider ownership as a strong presence of these shareholders reduces the need for public
voluntary disclosures (eg Schadewitz and Blevins 1998 and Eng and Mak 2003)9 Consensus
beating (indicator variable coded one if non-GAAP earnings meet or beat the analysts‟ consensus
forecast and GAAP earnings do not and zero otherwise) and analyst following (log of the
number of analysts following the firm) proxy for the influence of financial analysts on non-
GAAP reporting Following previous studies on the determinants of non-GAAP disclosures (eg
Lougee and Marquardt 2004 and Marques 2006) we also include the proportion of intangibles
(intangibles to total assets) special items (indicator variable coded as one if the firm reports
special items and zero otherwise) earnings variability (standard deviation of earnings to assets in
the previous three fiscal years) size (log of market value) and leverage (debt to total assets)
Finally we control for firms that cross-list in US markets as these firms are subject to strict
regulations regarding non-GAAP disclosures (Regulation G)
Table 3 reports descriptive statistics on the financial characteristics of the sample used in
the multivariate analysis A comparison of the first two lines of Table 3 Panel A reveals that the
mean of non-GAAP EPS is 367euro while the mean of the GAAP EPS is just 271euro10
This result is
in line with findings of other studies as firms tend to adjust their GAAP figures mainly by
9 Insider ownership considers ownership positions held by non-buy-side entities such as officers directors public
and private companies and ESOPs Thus it includes managers families financial institutions and other firms 10
Sometimes firms disclose more than one non-GAAP earnings figure in their press release When that happens we
use the first non-GAAP figure disclosed by the firm (ie the one to which more emphasis is given in the press
release) to calculate the mean non-GAAP EPS
19
excluding expenses which leads to non-GAAP figures higher than the comparable GAAP
number This practice has caused concerns among regulators and investors as often it leads to the
presentation of a positive non-GAAP earnings number while the corresponding GAAP earnings
figure is in fact a loss IOSCO (the International Organization of Securities Commission) issued
a cautionary statement in 2002 where it stated problems arise if non-GAAP measures are used in
such a way ldquoas to obscure the financial results determined according to GAAP or provide and
incomplete description of true financial resultsrdquo
On average institutional investors hold 28 of the firms‟ shares and insider investors
hold 23 of the shares The average sample firm is followed by 17 analysts (corresponding to a
log of 402) has market capitalization around 14500 thousand Euros (a log of 884) and a debt
to assets ratio of 28 Panel B of Table 3 reports frequencies for the discrete variables In
approximately one third of the cases non-GAAP earnings is higher than analysts‟ forecasts while
GAAP earnings measures show that the firm does not meet the consensus Some of the sample
firms are cross-listed in US markets (36) and most report special and extraordinary items
(854)
ltInsert table 3 heregt
Table 4 presents the Pearson correlation matrix for the variables included in our
multivariate analysis Results indicate that performance-based compensation is positively
correlated with the decision to make a non-GAAP disclosure and the decision to not disclose
reconciliation information between non-GAAP and GAAP measures These correlations suggest
that compensation is an important determinant of non-GAAP disclosure decisions Apart of
20
compensation the decision to disclose a non-GAAP figure is associated with analyst attention to
the firm (ie number of analysts following and beating analyst earnings forecasts) insider
ownership the level of intangibles and the existence of special items As expected firms‟
adjustments to GAAP earnings are positively correlated with intangibles (which include
goodwill) and special items We also find a positive correlation between the fact that firms make
adjustments for recurring items and insider ownership and special items and a negative
correlation between this and institutional ownership and cross-listing in the US Finally the
emphasis given to non-GAAP information in the press release is positively correlated with
intangibles and the fact that non-GAAP numbers beat the analysts‟ target and negatively
correlated with insider ownership
ltInsert table 4 heregt
5 Results on the association between compensation board quality and non-GAAP
reporting decisions
Table 5 presents the empirical results of our study of the relation between compensation
board quality and the decision to disclose non-GAAP earnings measures The first estimation of
the logit model (column 1) considers only the impact of compensation on the disclosure decision
the second estimation of the logit model (column 2) considers the impact of board quality by
itself and the third set of results (column 3) considers the two factors concurrently The two
coefficients estimated for performance-base compensation are positive and statistically
significant (columns 1 and 3) This result supports hypothesis 1A as the propensity to disclose
non-GAAP earnings in earnings announcements‟ press releases is higher when compensation is
21
linked to the market performance of the firm Consistent with hypothesis 2A the estimated
coefficients for board quality are negative and statistically significant (columns 2 and 3) That is
the probability of reporting discretionary non-GAAP measures is lower when the board of
directors follows more desirable corporate governance standards Thus while compensation
contracts linked to performance can encourage firms to disclose non-GAAP measures
opportunistically (and in ways that can mislead investors) effective boards can counteract this
effect
The results for the other firm factors are in line with previous academic findings Both
measures of ownership are negative and statistically significant in the three specifications of our
model This supports the idea that a higher level of institutional ownership is associated with less
disclosure of non-GAAP figures that might be opportunistic (Jennings and Marques 2011)
Given that in Europe capital is traditionally less dispersed and family firms are still prevalent
there is less need for voluntary public information while at the same time there is closer
monitoring over managers‟ actions This is consistent with our findings for insider ownership
The results for consensus beating suggest that managers use the disclosure of non-GAAP figures
to appear to meet or beat analyst earnings benchmarks (as documented in Black and Christensen
2009 and Isidro and Marques 2010)
ltInsert table 5 heregt
Table 6 presents the results of the analysis of the association between compensation
board quality and the adjustment for recurring items in firms‟ calculation of non-GAAP earnings
measures Black and Christensen (2009) find that managers opportunistically exclude from
22
GAAP earnings recurring items such as RampD expenses depreciation expenses stock-based
compensation items and tax-related charges Our estimation shows that in the two models where
compensation is included (columns 1 and 3) the coefficients are positive and statistically
significant suggesting that in firms where compensation is tied to market performance there is a
higher probability of adjusting GAAP earnings for items that are recurring This is consistent
with hypothesis 1B We find no impact of board quality on the propensity to adjust for recurring
items Thus we are unable to reject the null hypothesis on the case of hypothesis 2B This may
be because the board does not have detailed information on how recurring the items excluded
can be Institutional shareholders and insiders seem to have a disciplinary effect of the
adjustment for recurring items as both sets of estimated coefficients (columns 1 and 3) are
negative and statistically significant
As a robustness check we also run an OLS model where the dependent variable is the
total value of the adjustments made ie non-GAAP earnings per share minus GAAP earnings
per share This is a weaker test of our hypothesis as the variable may also include adjustments
for items that are in fact non-recurring (and thus justifiable) Non-tabulated results for this
specification are consistent with those presented in Table 6 suggesting that compensation is an
important motive for opportunistic reporting of non-GAAP information11
lt Insert table 6 heregt
Table 7 presents the results of the analysis of the association between compensation
board quality and the emphasis that managers give to non-GAAP earnings measures in the press
11
Consistent with this being a weaker test of managers‟ intentions the estimated coefficients have a lower level of
statistical significance
23
release As before the first estimation of our model considers the impact of compensation on the
disclosure decision the second estimation considers the impact of board quality and the third set
of results considers the two factors concurrently Given that this analysis is performed using a
multinomial logistic regression we divide the table into 4 panels each one corresponding to a
specific position of the non-GAAP measures in the earnings announcement press release
Panel A which analyzes non-GAAP disclosures in the title of the press release shows
that the estimated coefficient for our compensation variable is positive and statistically
significant That is when compensation is linked to the performance of the firm the non-GAAP
earnings measure disclosed is in the title of the press release more often as compared to
reporting it in the financial statements (the part of the press release not considered in any panel)
or not reporting it at all However compensation does not affect the positioning of non-GAAP
measures significantly in any other part of the press release This result suggests that when firms
position their non-GAAP measures strategically they tend to include it in the title of the press
release which is consistent with firms giving more emphasis to non-GAAP measures whenever
they have a strategic reason for doing so This practice can have an important impact in financial
markets as price reactions to earnings announcements tend to be higher when the non-GAAP
number is placed first in the press release particularly from less-sophisticated investors (Allee et
al 2007)
The results for board quality reveal that this variable is negatively associated with the
emphasis given to non-GAAP measures in all panels when considered independently from
managers‟ compensation (column 2) This is consistent with our hypothesis 2C When
considered concurrently with managers‟ compensation (column 3) the estimated coefficients for
board quality remain negative and statistically significant except in Panel B where the
24
coefficient although negative is not statistically different from zero Given that in the third
model of panel A where the two measures are considered concurrently compensation has a
positive and significant effect while board quality has a negative and significant effect we
conclude that board quality can reduce opportunistic emphasis given to non-GAAP disclosures
motivated by compensation For economy of space we do not tabulate the results for the other
firm factors but these are consistent with previous findings
ltInsert Table 7 heregt
Our last set of hypotheses (1D and 2D) states that the non disclosure of a reconciliation
between non-GAAP and GAAP earnings is more (less) likely when compensation is linked to
firm performance (when the board of directors follows more desirable corporate governance
standards) Estimation results presented in Table 8 indicate that performance-based
compensation contracts seem to restrain the disclosure of information that allows users of
financial statements to reconcile non-GAAP to GAAP earnings As firms tend to make higher
adjustments to GAAP figures when compensation is aligned with firm performance avoiding the
disclosure of detailed information about the adjustments made helps to portray a better picture of
firm performance However our results also indicate that board quality does not impact on the
decision to provide reconciliation information
A caveat of our reconciliation results is that in certain regimes providing reconciliations
is not a voluntary decision but a requirement imposed either by accounting or market rules For
example in the UK Financial Reporting Standard 3 (Accounting Standards Board 1993)
requires alternative earnings per share figures to be reconciled with a GAAP figure and in
25
France the Autoriteacute des Marcheacutes Financiers has a similar request However there is also
evidence that firms in certain countries do not follow these rules (eg Aubert 2010 reports that
in France reconciliations are rarely provided by managers) As a robustness check we repeat the
empirical analysis excluding firms from these two countries The results are weaker but in line
with the findings reported in Table 8 We also find similar conclusions for the reconciliation
analysis when we distinguish between tabular reconciliations and written reconciliations and
when we exclude firms cross-listed in the US where reconciliations are required
ltInsert table 8 heregt
Presenting a reconciliation between GAAP and non-GAAP numbers can help investors
understand the adjustments made Thus reporting a reconciliation may interfere with firms‟
choices regarding non-GAAP reporting namely adjusting for items that are recurring and giving
a high emphasis to non-GAAP figures in the press release To check for this effect we re-run the
equations of tables 6 and 7 for the subsample of observations that report a reconciliation The
results are consistent with our initial analysis suggesting that firms‟ disclosing practices are not
conditioned by the presentation of reconciliation information
6 Conclusion
For a set of international firms we analyze how compensation and good corporate
governance in the board of directors influences non-GAAP reporting decisions We analyze four
26
aspects of non-GAAP reporting that are often associated with firms‟ opportunistic intention to
portray a better image of their performance the decision to make a non-GAAP disclosure the
fact that some firms make adjustments for recurring items to GAAP earnings to calculate a non-
GAAP measure the high emphasis given to non-GAAP measures in the press release and not
disclosing a reconciliation that explains the difference between non-GAAP and GAAP earnings
We expect and find a positive relation between those discretionary aspects of non-GAAP
reporting and the fact that firms pay all or a portion of compensation in stock and option grants
aligned with firm performance Our findings suggest that performance-based compensation
encourages firms to use non-GAAP information opportunistically in order to boost users‟
perceptions about firm performance and thus maximize compensation The empirical results also
indicate that an efficient board of directors capable of monitoring firms‟ actions can help
counteract some of the discretionary disclosure choices In particular we find that an efficient
board of directors can reduce the likelihood of disclosing non-GAAP figures and reduce the
emphasis given to non-GAAP information in the press release However the exclusion of
recurring items from GAAP earnings and the decision to present reconciliation between non-
GAAP and GAAP measures do not seem to be influenced by the quality of the board It is
possible that the board does not monitor these reporting aspects Our results suggests that
internal corporate controls have only limited influence over firms‟ non-GAAP disclosure
decisions which may be of interest to regulators interested in the introduction of non-GAAP
rules in Europe
27
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Reporting Standard (FRS) 3 London ASB
Aboody D and Kasznik R (2000) CEO stock option awards and the timing of corporate
voluntary disclosures Journal of Accounting and Economics 29 73-100
Aggarwal R Erel I Stulz R and Williamson R (2009) Differences in governance practices
between US and foreign firms measurement causes and consequences Review of
Financial Studies 2 (8) 3131 ndash 3169
Allee K Bhattacharya N Black E and Christensen T (2007) Pro forma disclosure and
investor sophistication external validation of experimental evidence using archival data
Accounting Organizations and Society 32 (3) 201-222
Andersson P and Hellman N (2007) Does pro forma reporting bias analyst forecasts
European Accounting Review 16 (2) 277-289
Ashbaugh-Sakife H Collins D and LaFond R (2006) The effects of corporate governance on
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Bamber L Jiang J and Wang I (2010) Whats my style The influence of top managers on
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Bebchuk L Cohen A and Ferrell A (2009) What matters in corporate governance The
Review of Financial Studies 22 (2) 783-827
Beekes W and Brown P (2006) Do better-governed Australian firms make more informative
disclosures Journal of Business Finance amp Accounting 33 (3) 422-450
28
Bhattacharya N Black E Christensen T and Larson C (2003) Assessing the relative
informativeness and permanence of pro forma earnings and GAAP operating earnings
Journal of Accounting amp Economics 36 (1-3) 285-319
Black D Black E Christensen T and Waegelein J (2011) The effects of executive
compensation contracts and auditor effort on firms pro forma reporting decisions
Working paper - Duke University
Black D and Christensen T (2009) US managers‟ use of bdquopro forma‟ adjustments to meet
strategic earnings targets Journal of Business Finance amp Accounting 36 (3) 297-326
Bowen R Davis A and Matsumoto D (2005) Do firms strategically emphasize performance
metrics in their earnings press releases The Accounting Review 80 (4) 1011-1038
Brown L and Caylor M (2006) Corporate governance and firm valuation Journal of
Accounting and Public Policy 25 409-434
Brown L D and Sivakumar K (2003) Comparing the value relevance of two operating income
measures Review of Accounting Studies 8 (4) 561-572
Choi Y Lin S Walker M and Young S (2007) Disagreement over the persistence of
earnings components evidence on the properties of management-specific adjustments
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Committee on European Securities Regulators (2005) CESR recommendation on alternative
performance measures
Durnev A and Kim E (2005) To steal or not to steal firm attributes legal environment and
valuation The Journal of Finance 60 (3) 1461-1493
Elliott W (2006) Are investors influenced by pro forma emphasis and reconciliations in
earnings announcements The Accounting Review 81 (1) 113-133
29
Eng L and Mak Y (2003) Corporate governance and voluntary disclosure Journal of
Accounting and Public Policy 22 325-345
European Financial Reporting Advisory Group (2009) Pro-active accounting activities in
Europe Performance reporting an European discussion paper Brussels Belgium
EFRAG
Fama E (1980) Agency problems and theory of the firm Journal of Political Economy 88 (2)
288-307
Fich E and Shivdasani A (2006) Are busy boards effective monitors The Journal of Finance
61 (2) 689-724
Frankel R McVay S and Soliman M (2011) Non-GAAP earnings and board independence
Review of Accounting Studies forthcoming
Frederickson J and J Miller (2004) The effects of pro forma earnings disclosures on analysts‟
and nonprofessional investors‟ equity valuation judgments The Accounting Review
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Gompers P Ishii J and Metrick A (2003) Corporate governance and equity prices Quarterly
Journal of Economics 118 107-155
Hitz J (2010) Press release disclosure of pro forma earnings metrics by large German
corporations - Empirical evidence and regulatory recommendations Accounting in
Europe 7 (1) 63-86
Holthausen R D Larcker and RSloan (1995) Annual Bonus Schemes and the Manipulation of
Earnings Journal of Accounting and Economics 19 29-74
30
Isidro H and Marques A (2010) The role of institutional and economic forces in the strategic
use of non-GAAP disclosures to beat earnings benchmarks Working paper - IUL
ISCTE Business School
Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
manager-adjusted non-GAAP earnings Journal of Business Finance amp Accounting
forthcoming
Jensen M (1993) Presidential address the modern industrial revolution exit and the failure of
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Jensen M and K Murphy (1990) Performance Pay and Top-Management Incentives Journal of
Political Economy (98) 2 225-264
Karamanou I and Vafeas N (2005) The association between corporate boards audit
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Klapper L and Love I (2004) Corporate governance investor protection and performance in
emerging markets Journal of Corporate Finance 10 703-728
Leone M (2010) Whats on the SEC radar CFOcom
Lougee B and Marquardt C (2004) Earnings quality and strategic disclosure an empirical
examination of pro forma earnings The Accounting Review 79 (3) 769-795
Marques A (2006) SEC interventions and the frequency and usefulness of non-GAAP financial
measures Review of Accounting Studies 11 (4) 549-574
31
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non-GAAP financial measures and financial statements in earnings press releases
The British Accounting Review 42 119-131
Schadewitz H and Blevins D (1998) Major determinants of interim disclosures in an
emerging market American Business Review 16 (1) 41ndash55
Zhang H and Zheng L (2011) The valuation impact of reconciling pro forma earnings to
GAAP earnings Journal of Accounting an Economics 51 186-202
32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
7
21 Performance-based compensation and non-GAAP reporting decisions
Agency theory indicates that performance-based compensation is a way to align
managers and shareholders interests (eg Jensen and Murphy 1990) Performance-pay incentives
can encourage managers to increase shareholders wealth but can also create incentives to
manipulate financial information (eg Holthausen et al 1995) Aboody and Kasznik (2000)
document changes in share prices and analyst earnings forecasts around option awards
suggesting that CEOs manage investors‟ expectations around award dates by delaying good news
and rushing forward bad news The authors suggest ldquothat CEOs make opportunistic voluntary
disclosures that maximize their stock options compensationrdquo Although compensation is not
usually linked to non-GAAP numbers non-GAAP disclosures can be used opportunistically to
enhance the market valuation of the firm and thus increase performance-based compensation
In a recent paper Black et al (2011) find an association between opportunistic non-
GAAP disclosures and compensation contracts They show that in the US compensation
contracts can mitigate opportunistic non-GAAP reporting but only if they include a long-term
performance plan for top management The authors suggest that bonus compensation that
focuses on short-term performance is likely to encourage opportunistic non-GAAP reporting We
are interested in investigating whether the association between non-GAAP reporting practices
and managers‟ compensation exists outside the US context where there are no strict rules on
non-GAAP disclosures and investors react differently to non-GAAP information (eg Anderson
and Hellman 2007) Based on prior evidence we hypothesize that performance-based
compensation motivates firms to engage in opportunistic non-GAAP reporting in order to
increase the short-term value of their bonuses and stock options
8
We rely on previous research to identify non-GAAP reporting decisions that are likely to
indicate opportunistic behavior Specifically we consider four reporting decisions (i) whether or
not to disclose a non-GAAP earnings figure in the earnings announcement press release (ii) the
exclusion of recurring items from GAAP numbers when calculating a non-GAAP measure (iii)
the prominence given to the non-GAAP measures in the press release and (iv) the disclosure or
not of reconciliation between GAAP earnings and the non-GAAP figures
The first decision that we consider is whether managers disclose a non-GAAP measure in
the press release or not While the disclosure may be motivated by altruistic reasons the fact
that non-GAAP typically portrays better performance than GAAP suggests that a disclosure can
be used for opportunistic reasons In fact the objective of CESR‟s 2005 recommendation is ldquoto
ensure that investors are not misled through the use of alternative performance measuresrdquo As
compensation linked to performance can encourage voluntary disclosures that boost firms‟
market performance we expect a positive association between manager compensation and a non-
GAAP disclosure decision We state part A of our first hypothesis as follows
H1A The propensity to disclose non-GAAP earnings in earnings announcements‟ press
releases is higher when compensation is linked to the performance of the firm
The second decision studied is the type of adjustments firms do to GAAP earnings Firms
typically exclude from GAAP earnings expenses such as extraordinary items which they claim
to be non-recurring But empirical research shows that firms also exclude recurring expenses
such as depreciation stock-based compensation and research and development and that this
practice is associated with opportunistic motives (eg Black and Christensen 2009) We expect
9
that firms where compensation is linked to performance to make adjustments for recurring items
more frequently than others when calculating their non-GAAP figures We define hypothesis 1B
as indicated below
H1B The probability of firms adjusting GAAP earnings for recurring items when
calculating their non-GAAP figures is higher when compensation is linked to
performance
The third decision we analyze is what prominence firms give to non-GAAP earnings
numbers in the press release Paragraph 29 of CESR‟ recommendation on alternative
performance measures states ldquoit can be observed that issuers tend to present alternative
performance measures sometimes even more prominently that the defined measuresrdquo In order to
ensure that investors are not misled the committee recommends that non-GAAP measures are
given less prominence than GAAP earnings figures In the US literature on the emphasis given
to non-GAAP figures indicates that managers give more prominence to these metrics when they
portray better firm performance than GAAP numbers (Bowen et al 2005 Elliott 2006 Allee et
al 2007) Based on this literature we expect that firms where compensation is tied to
performance to give higher emphasis to non-GAAP figures and thus part C of our first
hypothesis is as follows
H1C The prominence given to non-GAAP figures in the press release is higher when
compensation is linked to the performance of the firm
10
The fourth decision that we investigate is whether firms choose to disclose a
reconciliation between non-GAAP and GAAP numbers in the press release or not Elliott‟s
(2006) experimental results indicate that the effects of prominence of non-GAAP financial
measures in earnings announcements can be mitigated by including a reconciliation Marques
(2010) shows that reconciliations are informative to investors even after controlling for the
information content of other financial statements Furthermore Zhang and Zheng (2011) find
that before regulation G was put in place in the US the mispricing of non-GAAP earnings
existed only in firms that did not disclose a tabular reconciliation These findings suggest that
market participants‟ can interpret the adjustments made by managers and reflect them on their
decisions if the necessary information is provided Thus if firms are interested in altering users‟
perceptions of their earnings (maximizing stock compensation) we would expect them not to
disclose a reconciliation in the earnings announcements‟ press releases even though CESR‟
recommendation states that firms should ldquodefine the components included in an alternative
performance measurerdquo (paragraph 22) and explain the differences between GAAP and non-
GAAP figures which ldquomight be through a reconciliationrdquo (paragraph 25) This results in part D
of our first hypothesis
H1D The probability of not disclosing a reconciliation between non-GAAP and GAAP
earnings is higher when compensation is linked to the performance of the firm
22 Board quality and non-GAAP reporting decisions
Corporate governance mechanisms that limit opportunistic management behavior benefit
all stakeholders (Ashbaugh-Skaife et al 2006) As a result of less opportunistic reporting
11
strategies better governed firms tend to make more informative disclosures (Beekes and Brown
2006) Furthermore when good practices are in place corporate governance mechanisms can
counterbalance the weakness of regulation (Klapper and Love 2004) The intuition according to
Durnev and Kim (2005) is that good corporate governance ldquoplays a more important role in
alleviating the harmful effects of ineffective legal framework when regulation is weakrdquo Thus
we expect good governance practices to be particularly important in preventing opportunistic
non-GAAP reporting in Europe as there is no regulation Given that the board of directors is the
central internal control mechanism for monitoring managers (Fama 1980) we focus the analysis
of the effect of corporate governance on non-GAAP opportunistic reporting on the quality of the
board
To the best of our knowledge there are only two papers that analyze the effect of boards
on non-GAAP disclosures Frankel et al (2011) and Jennings and Marques (2011) both using
US data These studies analyze only one characteristic of the board the independence of its
members Their results indicate that independence of outside directors is associated with better
non-GAAP disclosures We extend these findings by measuring board quality via a score of
board characteristics as literature has established independence to be one important factor of the
efficiency of the board but not the only one The use of scores is common practice in the
corporate governance literature as it allows to take into the consideration the complexity and the
interactions of governance systems (eg Gompers et al 2003 Brown and Caylor 2006
Bebchuck et al 2009 Aggarwal et al 2009) In our score we consider independence and among
other things that busy boards are associated with weak corporate governance (Fich and
Shivdasani 2006) by evaluating attendance that when the CEO also holds the position of the
chairman of the board internal control systems may fail (Jensen 1993) due to the concentration
12
of decision management and decision control in one individual and that the independence of
committees is also important (Karamanou and Vafeas 2005) We expect to find a negative
association between our board quality score and the proxies for opportunistic reporting practices
indicating that better governed firms make more informative non-GAAP disclosures We divide
the hypothesis linked to board quality in four parts as follows
H2A The propensity to disclose non-GAAP earnings in earnings announcements‟ press
releases is lower when the board of directors follows more desirable corporate
governance standards
H2B The probability of firms adjusting GAAP earnings for recurring items when
calculating their non-GAAP figures is lower when the board of directors follows more
desirable corporate governance standards
H2C The prominence given to non-GAAP figures in the press release is reduced when
the board of directors follows more desirable corporate governance standards
H2D The probability of not disclosing a reconciliation between non-GAAP and GAAP
earnings decreases when the board of directors follows more desirable corporate
governance standards
3 Data and sample
13
We begin our sample selection process with all firms included in the Financial Times
2006 classification of the 500 largest European firms which is based on the 2005 financial
reports The selection criteria results in a sample of large firms that are followed carefully by all
agents in the financial markets We eliminate from the sample financial institutions and utilities‟
firms as these are subject to specific regulations After removing firms-years with missing press
releases the sample comprise 805 observations representing 318 firms from 20 European
countries for the period 2003 to 2005 For every one of these firm-years we obtain financial data
from WorldscopeDatastreamIBES For data on managers‟ compensation and board
characteristics we rely on the data provided by Institutional Shareholder Services (ISS) The data
on ownership is collected from LionShares
We hand-collect non-GAAP information from press releases of the annual earnings
announcements which are obtained via Factiva or the firms‟ websites We collect information
about the manager-adjusted non-GAAP financial measures from the press release in order to
obtain the most accurate information about managers‟ disclosures To be conservative when the
label given to the earnings measure was dubious we did not consider these as non-GAAP
financial measures3 We also hand-collect whether or not the firms disclose a reconciliation
Given that the CESR does not recommend the use of a tabular reconciliation we consider that
firms disclose a reconciliation if information about the adjustments is presented even if this is
part of the text of the press release
When reading the annual earnings announcements‟ press releases it became clear that the
voluntarily disclosure of non-GAAP financial measures was widespread in European firms An
analysis of the data collected reveals that in all industries the majority of the firms disclose non-
3 It is also important to take into consideration that we only collect non-GAAP measures that in some way portray a
firm‟s results (ie all sorts of earnings numbers) Thus we ignore measures related with other aspects of a firm‟s
performance (sales for example)
14
GAAP measures (Table 1 Panel A)4 In fact 80 of the press releases include at least one non-
GAAP earnings figure This practice is more prevalent in manufacturing materials and
electronics and transportation and communication though
Panel B of Table 1 indicates that GAAP earnings are often adjusted for items that are
considered recurring such as RampD expenses depreciation expenses stock-based compensation
and tax-related values (63 of observations) That practice is common across all industries
Further we calculate how many of the non-GAAP numbers are a result of adjusting for revenue
items instead of expenses (ie cases where the non-GAAP number is lower than the GAAP
figure) We find that this happens in only 11 of the non-GAAP disclosures
Disclosing firms typically report non-GAAP earnings measures in a more prominent
location of the press release than GAAP earnings figures (Table 1 Panel C) In fact firms give a
higher emphasis to non-GAAP earnings in 83 of the cases where such a number is present in
the press release As non-GAAP earnings figures are usually higher than the corresponding
GAAP figures this evidence suggests an intention to depict a better picture of firms‟
performance which can lead to higher compensation5 The most common location where
managers disclose non-GAAP earnings is the area of subtitles or highlights of the press release
ie right after the title and before the text Furthermore the emphasis given to non-GAAP
figures varies significantly across industries
Panel D of Table 1 shows the percentage of firms that disclose a reconciliation in their
press release given that a non-GAAP disclosure was made Our findings indicate that in
approximately 66 of the cases firms choose to disclose some kind of reconciliation between the
non-GAAP measures and the corresponding GAAP figures This means there are still firms that
4 Industry classification is based on the two-digit SIC codes
5 This evidence should be interpreted with caution as most of the adjustments to GAAP earnings are income-
decreasing (Hitz 2010)
15
do not follow the CESR recommendation of defining the components included in their
alternative performance measures Further analysis reveals that only 36 disclose a tabular
reconciliation
ltInsert table 1 heregt
Finally we calculate the percentage of the sample firms that simultaneously adjust for
recurring items and give a higher prominence to non-GAAP earnings measures than to GAAP
earnings figures in the press release as these practices can easily be classified as misleading
Untabulated results indicate that over 60 of firms adjust for recurring items while at same time
give more emphasis to non-GAAP numbers Although this descriptive evidence seems to
indicate the existence of many cases of opportunistic reporting of non-GAAP it is still possible
that some firms do report non-GAAP to transfer private information to the market These
observations if they exist will work against us finding results which support our expectations
4 Research design and descriptive results
Our hypotheses assess the effect of compensation and board quality on firms‟ non-GAAP
reporting decisions that are likely to indicate opportunistic reporting This association is studied
using the following model
Non-GAAP reporting decision =
f (Compensation + Board quality + Other firm incentives)
16
We measure the dependent variable non-GAAP reporting decision in four alternative
ways in accordance with the hypotheses presented in section 2 Firstly we consider whether or
not a firm discloses a non-GAAP measure in the annual earnings announcement press release In
this case function f takes the form of a logistic regression where the dependent variable is non-
GAAP disclosure an indicator variable coded as one when the firm reports non-GAAP figures in
the earnings announcement press release and zero otherwise
Secondly we study the choice of adjustments made to GAAP earnings in the calculation
of non-GAAP figures Recurring adjustments is an indicator variable taking the value of one if
the firm excludes from GAAP earnings recurring items such as RampD expenses depreciation
expenses stock-based compensation items and tax-related and zero otherwise In this case
function f takes the form of a logistic regression
Thirdly we look at the emphasis given to the first non-GAAP measure disclosed - the
categories used in the classification of the variable non-GAAP emphasis are as follows (1) title
(2) subtitle or highlights (3) first or second paragraph (4) third paragraph or lower In this case
the function f takes the form of a multinomial logistic regression where the dependent variable is
coded as one two three or four according to the emphasis given and five otherwise (ie when
the non-GAAP measure is disclosed in a less prominent location of the press release near the
financial statements or no non-GAAP measure is disclosed)6
Lastly we analyze whether managers disclose information regarding the reconciliation
between non-GAAP earnings and the corresponding GAAP measure (in a tabular format or
through written explanations) To be consistent with the previous analyses where we expect the
voluntary reporting decision to be positively (negatively) associated with compensation (board
6 Category five joins the cases where non-GAAP figures are disclosed in the financial statements and the cases
where no non-GAAP numbers are disclosed as in some countries (eg Spain) financial statements have rigid
formats leaving no room for non-GAAP measures This is mentioned in Appendix 1 of the 2009 EFRAG report
17
quality) we define NoReconciliation in the negative way ie as an indicator variable coded as
one if the firm does not report a reconciliation between non-GAAP and the corresponding GAAP
earnings measure in the annual announcement‟ press release and zero otherwise The function f
takes the form of a logistic regression
Compensation is an indicator variable coded as one when directors receive all or a part of
their fees in stock and options grants which are aligned with the firm market performance7
Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009)8 For
each of the 11 board characteristics considered a value of one is assigned whenever the board
attribute is present and a value of zero is attributed otherwise Then all the attributes‟ values are
added to form a board quality score Table 2 presents the percentage of observations where the
criteria used to measure board quality and managers‟ compensation are met The CEO is not the
chairman of the board in more than 90 of the cases there is no former CEO on the board in
835 of the cases and the CEO does not have related-party transactions in 678 of cases On
the other hand the attendance of most board meetings is relatively low (in only 354 of cases
all directors have attended at least 75 of the meetings) The independence of board committees
also varies Compensation committees are predominantly independent but audit committees have
only a majority of independent members in 86 of the cases Regarding compensation we find
that in 606 of the firm-years directors receive all or a portion of their fees in stock and option
grants that are aligned with the firm‟s market performance Thus performance-based
compensation is a wide-spread practice in our sample
7 We recognize that a continuous variable (as the percentage of total compensation that is paid in stock and options
grants which are aligned with company market performance) might be more informative than an indicator variable
However we were unable to find such information for the sample firms 8 Aggarwal et al (2009) consider 25 board attributes and 10 compensation and ownership attributes We included
only 11 attributes in our score because the remaining attributes are coded missing for more than one quarter of the
sample
18
ltInsert table 2 heregt
Other firm incentives refer to firm specific characteristics that affect non-GAAP reporting
choices We consider the following disclosure incentives The proportion of institutional and
insider ownership as a strong presence of these shareholders reduces the need for public
voluntary disclosures (eg Schadewitz and Blevins 1998 and Eng and Mak 2003)9 Consensus
beating (indicator variable coded one if non-GAAP earnings meet or beat the analysts‟ consensus
forecast and GAAP earnings do not and zero otherwise) and analyst following (log of the
number of analysts following the firm) proxy for the influence of financial analysts on non-
GAAP reporting Following previous studies on the determinants of non-GAAP disclosures (eg
Lougee and Marquardt 2004 and Marques 2006) we also include the proportion of intangibles
(intangibles to total assets) special items (indicator variable coded as one if the firm reports
special items and zero otherwise) earnings variability (standard deviation of earnings to assets in
the previous three fiscal years) size (log of market value) and leverage (debt to total assets)
Finally we control for firms that cross-list in US markets as these firms are subject to strict
regulations regarding non-GAAP disclosures (Regulation G)
Table 3 reports descriptive statistics on the financial characteristics of the sample used in
the multivariate analysis A comparison of the first two lines of Table 3 Panel A reveals that the
mean of non-GAAP EPS is 367euro while the mean of the GAAP EPS is just 271euro10
This result is
in line with findings of other studies as firms tend to adjust their GAAP figures mainly by
9 Insider ownership considers ownership positions held by non-buy-side entities such as officers directors public
and private companies and ESOPs Thus it includes managers families financial institutions and other firms 10
Sometimes firms disclose more than one non-GAAP earnings figure in their press release When that happens we
use the first non-GAAP figure disclosed by the firm (ie the one to which more emphasis is given in the press
release) to calculate the mean non-GAAP EPS
19
excluding expenses which leads to non-GAAP figures higher than the comparable GAAP
number This practice has caused concerns among regulators and investors as often it leads to the
presentation of a positive non-GAAP earnings number while the corresponding GAAP earnings
figure is in fact a loss IOSCO (the International Organization of Securities Commission) issued
a cautionary statement in 2002 where it stated problems arise if non-GAAP measures are used in
such a way ldquoas to obscure the financial results determined according to GAAP or provide and
incomplete description of true financial resultsrdquo
On average institutional investors hold 28 of the firms‟ shares and insider investors
hold 23 of the shares The average sample firm is followed by 17 analysts (corresponding to a
log of 402) has market capitalization around 14500 thousand Euros (a log of 884) and a debt
to assets ratio of 28 Panel B of Table 3 reports frequencies for the discrete variables In
approximately one third of the cases non-GAAP earnings is higher than analysts‟ forecasts while
GAAP earnings measures show that the firm does not meet the consensus Some of the sample
firms are cross-listed in US markets (36) and most report special and extraordinary items
(854)
ltInsert table 3 heregt
Table 4 presents the Pearson correlation matrix for the variables included in our
multivariate analysis Results indicate that performance-based compensation is positively
correlated with the decision to make a non-GAAP disclosure and the decision to not disclose
reconciliation information between non-GAAP and GAAP measures These correlations suggest
that compensation is an important determinant of non-GAAP disclosure decisions Apart of
20
compensation the decision to disclose a non-GAAP figure is associated with analyst attention to
the firm (ie number of analysts following and beating analyst earnings forecasts) insider
ownership the level of intangibles and the existence of special items As expected firms‟
adjustments to GAAP earnings are positively correlated with intangibles (which include
goodwill) and special items We also find a positive correlation between the fact that firms make
adjustments for recurring items and insider ownership and special items and a negative
correlation between this and institutional ownership and cross-listing in the US Finally the
emphasis given to non-GAAP information in the press release is positively correlated with
intangibles and the fact that non-GAAP numbers beat the analysts‟ target and negatively
correlated with insider ownership
ltInsert table 4 heregt
5 Results on the association between compensation board quality and non-GAAP
reporting decisions
Table 5 presents the empirical results of our study of the relation between compensation
board quality and the decision to disclose non-GAAP earnings measures The first estimation of
the logit model (column 1) considers only the impact of compensation on the disclosure decision
the second estimation of the logit model (column 2) considers the impact of board quality by
itself and the third set of results (column 3) considers the two factors concurrently The two
coefficients estimated for performance-base compensation are positive and statistically
significant (columns 1 and 3) This result supports hypothesis 1A as the propensity to disclose
non-GAAP earnings in earnings announcements‟ press releases is higher when compensation is
21
linked to the market performance of the firm Consistent with hypothesis 2A the estimated
coefficients for board quality are negative and statistically significant (columns 2 and 3) That is
the probability of reporting discretionary non-GAAP measures is lower when the board of
directors follows more desirable corporate governance standards Thus while compensation
contracts linked to performance can encourage firms to disclose non-GAAP measures
opportunistically (and in ways that can mislead investors) effective boards can counteract this
effect
The results for the other firm factors are in line with previous academic findings Both
measures of ownership are negative and statistically significant in the three specifications of our
model This supports the idea that a higher level of institutional ownership is associated with less
disclosure of non-GAAP figures that might be opportunistic (Jennings and Marques 2011)
Given that in Europe capital is traditionally less dispersed and family firms are still prevalent
there is less need for voluntary public information while at the same time there is closer
monitoring over managers‟ actions This is consistent with our findings for insider ownership
The results for consensus beating suggest that managers use the disclosure of non-GAAP figures
to appear to meet or beat analyst earnings benchmarks (as documented in Black and Christensen
2009 and Isidro and Marques 2010)
ltInsert table 5 heregt
Table 6 presents the results of the analysis of the association between compensation
board quality and the adjustment for recurring items in firms‟ calculation of non-GAAP earnings
measures Black and Christensen (2009) find that managers opportunistically exclude from
22
GAAP earnings recurring items such as RampD expenses depreciation expenses stock-based
compensation items and tax-related charges Our estimation shows that in the two models where
compensation is included (columns 1 and 3) the coefficients are positive and statistically
significant suggesting that in firms where compensation is tied to market performance there is a
higher probability of adjusting GAAP earnings for items that are recurring This is consistent
with hypothesis 1B We find no impact of board quality on the propensity to adjust for recurring
items Thus we are unable to reject the null hypothesis on the case of hypothesis 2B This may
be because the board does not have detailed information on how recurring the items excluded
can be Institutional shareholders and insiders seem to have a disciplinary effect of the
adjustment for recurring items as both sets of estimated coefficients (columns 1 and 3) are
negative and statistically significant
As a robustness check we also run an OLS model where the dependent variable is the
total value of the adjustments made ie non-GAAP earnings per share minus GAAP earnings
per share This is a weaker test of our hypothesis as the variable may also include adjustments
for items that are in fact non-recurring (and thus justifiable) Non-tabulated results for this
specification are consistent with those presented in Table 6 suggesting that compensation is an
important motive for opportunistic reporting of non-GAAP information11
lt Insert table 6 heregt
Table 7 presents the results of the analysis of the association between compensation
board quality and the emphasis that managers give to non-GAAP earnings measures in the press
11
Consistent with this being a weaker test of managers‟ intentions the estimated coefficients have a lower level of
statistical significance
23
release As before the first estimation of our model considers the impact of compensation on the
disclosure decision the second estimation considers the impact of board quality and the third set
of results considers the two factors concurrently Given that this analysis is performed using a
multinomial logistic regression we divide the table into 4 panels each one corresponding to a
specific position of the non-GAAP measures in the earnings announcement press release
Panel A which analyzes non-GAAP disclosures in the title of the press release shows
that the estimated coefficient for our compensation variable is positive and statistically
significant That is when compensation is linked to the performance of the firm the non-GAAP
earnings measure disclosed is in the title of the press release more often as compared to
reporting it in the financial statements (the part of the press release not considered in any panel)
or not reporting it at all However compensation does not affect the positioning of non-GAAP
measures significantly in any other part of the press release This result suggests that when firms
position their non-GAAP measures strategically they tend to include it in the title of the press
release which is consistent with firms giving more emphasis to non-GAAP measures whenever
they have a strategic reason for doing so This practice can have an important impact in financial
markets as price reactions to earnings announcements tend to be higher when the non-GAAP
number is placed first in the press release particularly from less-sophisticated investors (Allee et
al 2007)
The results for board quality reveal that this variable is negatively associated with the
emphasis given to non-GAAP measures in all panels when considered independently from
managers‟ compensation (column 2) This is consistent with our hypothesis 2C When
considered concurrently with managers‟ compensation (column 3) the estimated coefficients for
board quality remain negative and statistically significant except in Panel B where the
24
coefficient although negative is not statistically different from zero Given that in the third
model of panel A where the two measures are considered concurrently compensation has a
positive and significant effect while board quality has a negative and significant effect we
conclude that board quality can reduce opportunistic emphasis given to non-GAAP disclosures
motivated by compensation For economy of space we do not tabulate the results for the other
firm factors but these are consistent with previous findings
ltInsert Table 7 heregt
Our last set of hypotheses (1D and 2D) states that the non disclosure of a reconciliation
between non-GAAP and GAAP earnings is more (less) likely when compensation is linked to
firm performance (when the board of directors follows more desirable corporate governance
standards) Estimation results presented in Table 8 indicate that performance-based
compensation contracts seem to restrain the disclosure of information that allows users of
financial statements to reconcile non-GAAP to GAAP earnings As firms tend to make higher
adjustments to GAAP figures when compensation is aligned with firm performance avoiding the
disclosure of detailed information about the adjustments made helps to portray a better picture of
firm performance However our results also indicate that board quality does not impact on the
decision to provide reconciliation information
A caveat of our reconciliation results is that in certain regimes providing reconciliations
is not a voluntary decision but a requirement imposed either by accounting or market rules For
example in the UK Financial Reporting Standard 3 (Accounting Standards Board 1993)
requires alternative earnings per share figures to be reconciled with a GAAP figure and in
25
France the Autoriteacute des Marcheacutes Financiers has a similar request However there is also
evidence that firms in certain countries do not follow these rules (eg Aubert 2010 reports that
in France reconciliations are rarely provided by managers) As a robustness check we repeat the
empirical analysis excluding firms from these two countries The results are weaker but in line
with the findings reported in Table 8 We also find similar conclusions for the reconciliation
analysis when we distinguish between tabular reconciliations and written reconciliations and
when we exclude firms cross-listed in the US where reconciliations are required
ltInsert table 8 heregt
Presenting a reconciliation between GAAP and non-GAAP numbers can help investors
understand the adjustments made Thus reporting a reconciliation may interfere with firms‟
choices regarding non-GAAP reporting namely adjusting for items that are recurring and giving
a high emphasis to non-GAAP figures in the press release To check for this effect we re-run the
equations of tables 6 and 7 for the subsample of observations that report a reconciliation The
results are consistent with our initial analysis suggesting that firms‟ disclosing practices are not
conditioned by the presentation of reconciliation information
6 Conclusion
For a set of international firms we analyze how compensation and good corporate
governance in the board of directors influences non-GAAP reporting decisions We analyze four
26
aspects of non-GAAP reporting that are often associated with firms‟ opportunistic intention to
portray a better image of their performance the decision to make a non-GAAP disclosure the
fact that some firms make adjustments for recurring items to GAAP earnings to calculate a non-
GAAP measure the high emphasis given to non-GAAP measures in the press release and not
disclosing a reconciliation that explains the difference between non-GAAP and GAAP earnings
We expect and find a positive relation between those discretionary aspects of non-GAAP
reporting and the fact that firms pay all or a portion of compensation in stock and option grants
aligned with firm performance Our findings suggest that performance-based compensation
encourages firms to use non-GAAP information opportunistically in order to boost users‟
perceptions about firm performance and thus maximize compensation The empirical results also
indicate that an efficient board of directors capable of monitoring firms‟ actions can help
counteract some of the discretionary disclosure choices In particular we find that an efficient
board of directors can reduce the likelihood of disclosing non-GAAP figures and reduce the
emphasis given to non-GAAP information in the press release However the exclusion of
recurring items from GAAP earnings and the decision to present reconciliation between non-
GAAP and GAAP measures do not seem to be influenced by the quality of the board It is
possible that the board does not monitor these reporting aspects Our results suggests that
internal corporate controls have only limited influence over firms‟ non-GAAP disclosure
decisions which may be of interest to regulators interested in the introduction of non-GAAP
rules in Europe
27
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Reporting Standard (FRS) 3 London ASB
Aboody D and Kasznik R (2000) CEO stock option awards and the timing of corporate
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Aggarwal R Erel I Stulz R and Williamson R (2009) Differences in governance practices
between US and foreign firms measurement causes and consequences Review of
Financial Studies 2 (8) 3131 ndash 3169
Allee K Bhattacharya N Black E and Christensen T (2007) Pro forma disclosure and
investor sophistication external validation of experimental evidence using archival data
Accounting Organizations and Society 32 (3) 201-222
Andersson P and Hellman N (2007) Does pro forma reporting bias analyst forecasts
European Accounting Review 16 (2) 277-289
Ashbaugh-Sakife H Collins D and LaFond R (2006) The effects of corporate governance on
firms credit ratings Journal of Accounting and Economics 42 203-243
Bamber L Jiang J and Wang I (2010) Whats my style The influence of top managers on
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Bebchuk L Cohen A and Ferrell A (2009) What matters in corporate governance The
Review of Financial Studies 22 (2) 783-827
Beekes W and Brown P (2006) Do better-governed Australian firms make more informative
disclosures Journal of Business Finance amp Accounting 33 (3) 422-450
28
Bhattacharya N Black E Christensen T and Larson C (2003) Assessing the relative
informativeness and permanence of pro forma earnings and GAAP operating earnings
Journal of Accounting amp Economics 36 (1-3) 285-319
Black D Black E Christensen T and Waegelein J (2011) The effects of executive
compensation contracts and auditor effort on firms pro forma reporting decisions
Working paper - Duke University
Black D and Christensen T (2009) US managers‟ use of bdquopro forma‟ adjustments to meet
strategic earnings targets Journal of Business Finance amp Accounting 36 (3) 297-326
Bowen R Davis A and Matsumoto D (2005) Do firms strategically emphasize performance
metrics in their earnings press releases The Accounting Review 80 (4) 1011-1038
Brown L and Caylor M (2006) Corporate governance and firm valuation Journal of
Accounting and Public Policy 25 409-434
Brown L D and Sivakumar K (2003) Comparing the value relevance of two operating income
measures Review of Accounting Studies 8 (4) 561-572
Choi Y Lin S Walker M and Young S (2007) Disagreement over the persistence of
earnings components evidence on the properties of management-specific adjustments
to GAAP earnings Review of Accounting Studies 12 (4) 595-622
Committee on European Securities Regulators (2005) CESR recommendation on alternative
performance measures
Durnev A and Kim E (2005) To steal or not to steal firm attributes legal environment and
valuation The Journal of Finance 60 (3) 1461-1493
Elliott W (2006) Are investors influenced by pro forma emphasis and reconciliations in
earnings announcements The Accounting Review 81 (1) 113-133
29
Eng L and Mak Y (2003) Corporate governance and voluntary disclosure Journal of
Accounting and Public Policy 22 325-345
European Financial Reporting Advisory Group (2009) Pro-active accounting activities in
Europe Performance reporting an European discussion paper Brussels Belgium
EFRAG
Fama E (1980) Agency problems and theory of the firm Journal of Political Economy 88 (2)
288-307
Fich E and Shivdasani A (2006) Are busy boards effective monitors The Journal of Finance
61 (2) 689-724
Frankel R McVay S and Soliman M (2011) Non-GAAP earnings and board independence
Review of Accounting Studies forthcoming
Frederickson J and J Miller (2004) The effects of pro forma earnings disclosures on analysts‟
and nonprofessional investors‟ equity valuation judgments The Accounting Review
79 (3) 667-686
Gompers P Ishii J and Metrick A (2003) Corporate governance and equity prices Quarterly
Journal of Economics 118 107-155
Hitz J (2010) Press release disclosure of pro forma earnings metrics by large German
corporations - Empirical evidence and regulatory recommendations Accounting in
Europe 7 (1) 63-86
Holthausen R D Larcker and RSloan (1995) Annual Bonus Schemes and the Manipulation of
Earnings Journal of Accounting and Economics 19 29-74
30
Isidro H and Marques A (2010) The role of institutional and economic forces in the strategic
use of non-GAAP disclosures to beat earnings benchmarks Working paper - IUL
ISCTE Business School
Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
manager-adjusted non-GAAP earnings Journal of Business Finance amp Accounting
forthcoming
Jensen M (1993) Presidential address the modern industrial revolution exit and the failure of
internal control systems Journal of Finance 48 831ndash880
Jensen M and K Murphy (1990) Performance Pay and Top-Management Incentives Journal of
Political Economy (98) 2 225-264
Karamanou I and Vafeas N (2005) The association between corporate boards audit
committees and management earnings forecasts an empirical analysis Journal of
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Klapper L and Love I (2004) Corporate governance investor protection and performance in
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Leone M (2010) Whats on the SEC radar CFOcom
Lougee B and Marquardt C (2004) Earnings quality and strategic disclosure an empirical
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Marques A (2006) SEC interventions and the frequency and usefulness of non-GAAP financial
measures Review of Accounting Studies 11 (4) 549-574
31
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non-GAAP financial measures and financial statements in earnings press releases
The British Accounting Review 42 119-131
Schadewitz H and Blevins D (1998) Major determinants of interim disclosures in an
emerging market American Business Review 16 (1) 41ndash55
Zhang H and Zheng L (2011) The valuation impact of reconciling pro forma earnings to
GAAP earnings Journal of Accounting an Economics 51 186-202
32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
8
We rely on previous research to identify non-GAAP reporting decisions that are likely to
indicate opportunistic behavior Specifically we consider four reporting decisions (i) whether or
not to disclose a non-GAAP earnings figure in the earnings announcement press release (ii) the
exclusion of recurring items from GAAP numbers when calculating a non-GAAP measure (iii)
the prominence given to the non-GAAP measures in the press release and (iv) the disclosure or
not of reconciliation between GAAP earnings and the non-GAAP figures
The first decision that we consider is whether managers disclose a non-GAAP measure in
the press release or not While the disclosure may be motivated by altruistic reasons the fact
that non-GAAP typically portrays better performance than GAAP suggests that a disclosure can
be used for opportunistic reasons In fact the objective of CESR‟s 2005 recommendation is ldquoto
ensure that investors are not misled through the use of alternative performance measuresrdquo As
compensation linked to performance can encourage voluntary disclosures that boost firms‟
market performance we expect a positive association between manager compensation and a non-
GAAP disclosure decision We state part A of our first hypothesis as follows
H1A The propensity to disclose non-GAAP earnings in earnings announcements‟ press
releases is higher when compensation is linked to the performance of the firm
The second decision studied is the type of adjustments firms do to GAAP earnings Firms
typically exclude from GAAP earnings expenses such as extraordinary items which they claim
to be non-recurring But empirical research shows that firms also exclude recurring expenses
such as depreciation stock-based compensation and research and development and that this
practice is associated with opportunistic motives (eg Black and Christensen 2009) We expect
9
that firms where compensation is linked to performance to make adjustments for recurring items
more frequently than others when calculating their non-GAAP figures We define hypothesis 1B
as indicated below
H1B The probability of firms adjusting GAAP earnings for recurring items when
calculating their non-GAAP figures is higher when compensation is linked to
performance
The third decision we analyze is what prominence firms give to non-GAAP earnings
numbers in the press release Paragraph 29 of CESR‟ recommendation on alternative
performance measures states ldquoit can be observed that issuers tend to present alternative
performance measures sometimes even more prominently that the defined measuresrdquo In order to
ensure that investors are not misled the committee recommends that non-GAAP measures are
given less prominence than GAAP earnings figures In the US literature on the emphasis given
to non-GAAP figures indicates that managers give more prominence to these metrics when they
portray better firm performance than GAAP numbers (Bowen et al 2005 Elliott 2006 Allee et
al 2007) Based on this literature we expect that firms where compensation is tied to
performance to give higher emphasis to non-GAAP figures and thus part C of our first
hypothesis is as follows
H1C The prominence given to non-GAAP figures in the press release is higher when
compensation is linked to the performance of the firm
10
The fourth decision that we investigate is whether firms choose to disclose a
reconciliation between non-GAAP and GAAP numbers in the press release or not Elliott‟s
(2006) experimental results indicate that the effects of prominence of non-GAAP financial
measures in earnings announcements can be mitigated by including a reconciliation Marques
(2010) shows that reconciliations are informative to investors even after controlling for the
information content of other financial statements Furthermore Zhang and Zheng (2011) find
that before regulation G was put in place in the US the mispricing of non-GAAP earnings
existed only in firms that did not disclose a tabular reconciliation These findings suggest that
market participants‟ can interpret the adjustments made by managers and reflect them on their
decisions if the necessary information is provided Thus if firms are interested in altering users‟
perceptions of their earnings (maximizing stock compensation) we would expect them not to
disclose a reconciliation in the earnings announcements‟ press releases even though CESR‟
recommendation states that firms should ldquodefine the components included in an alternative
performance measurerdquo (paragraph 22) and explain the differences between GAAP and non-
GAAP figures which ldquomight be through a reconciliationrdquo (paragraph 25) This results in part D
of our first hypothesis
H1D The probability of not disclosing a reconciliation between non-GAAP and GAAP
earnings is higher when compensation is linked to the performance of the firm
22 Board quality and non-GAAP reporting decisions
Corporate governance mechanisms that limit opportunistic management behavior benefit
all stakeholders (Ashbaugh-Skaife et al 2006) As a result of less opportunistic reporting
11
strategies better governed firms tend to make more informative disclosures (Beekes and Brown
2006) Furthermore when good practices are in place corporate governance mechanisms can
counterbalance the weakness of regulation (Klapper and Love 2004) The intuition according to
Durnev and Kim (2005) is that good corporate governance ldquoplays a more important role in
alleviating the harmful effects of ineffective legal framework when regulation is weakrdquo Thus
we expect good governance practices to be particularly important in preventing opportunistic
non-GAAP reporting in Europe as there is no regulation Given that the board of directors is the
central internal control mechanism for monitoring managers (Fama 1980) we focus the analysis
of the effect of corporate governance on non-GAAP opportunistic reporting on the quality of the
board
To the best of our knowledge there are only two papers that analyze the effect of boards
on non-GAAP disclosures Frankel et al (2011) and Jennings and Marques (2011) both using
US data These studies analyze only one characteristic of the board the independence of its
members Their results indicate that independence of outside directors is associated with better
non-GAAP disclosures We extend these findings by measuring board quality via a score of
board characteristics as literature has established independence to be one important factor of the
efficiency of the board but not the only one The use of scores is common practice in the
corporate governance literature as it allows to take into the consideration the complexity and the
interactions of governance systems (eg Gompers et al 2003 Brown and Caylor 2006
Bebchuck et al 2009 Aggarwal et al 2009) In our score we consider independence and among
other things that busy boards are associated with weak corporate governance (Fich and
Shivdasani 2006) by evaluating attendance that when the CEO also holds the position of the
chairman of the board internal control systems may fail (Jensen 1993) due to the concentration
12
of decision management and decision control in one individual and that the independence of
committees is also important (Karamanou and Vafeas 2005) We expect to find a negative
association between our board quality score and the proxies for opportunistic reporting practices
indicating that better governed firms make more informative non-GAAP disclosures We divide
the hypothesis linked to board quality in four parts as follows
H2A The propensity to disclose non-GAAP earnings in earnings announcements‟ press
releases is lower when the board of directors follows more desirable corporate
governance standards
H2B The probability of firms adjusting GAAP earnings for recurring items when
calculating their non-GAAP figures is lower when the board of directors follows more
desirable corporate governance standards
H2C The prominence given to non-GAAP figures in the press release is reduced when
the board of directors follows more desirable corporate governance standards
H2D The probability of not disclosing a reconciliation between non-GAAP and GAAP
earnings decreases when the board of directors follows more desirable corporate
governance standards
3 Data and sample
13
We begin our sample selection process with all firms included in the Financial Times
2006 classification of the 500 largest European firms which is based on the 2005 financial
reports The selection criteria results in a sample of large firms that are followed carefully by all
agents in the financial markets We eliminate from the sample financial institutions and utilities‟
firms as these are subject to specific regulations After removing firms-years with missing press
releases the sample comprise 805 observations representing 318 firms from 20 European
countries for the period 2003 to 2005 For every one of these firm-years we obtain financial data
from WorldscopeDatastreamIBES For data on managers‟ compensation and board
characteristics we rely on the data provided by Institutional Shareholder Services (ISS) The data
on ownership is collected from LionShares
We hand-collect non-GAAP information from press releases of the annual earnings
announcements which are obtained via Factiva or the firms‟ websites We collect information
about the manager-adjusted non-GAAP financial measures from the press release in order to
obtain the most accurate information about managers‟ disclosures To be conservative when the
label given to the earnings measure was dubious we did not consider these as non-GAAP
financial measures3 We also hand-collect whether or not the firms disclose a reconciliation
Given that the CESR does not recommend the use of a tabular reconciliation we consider that
firms disclose a reconciliation if information about the adjustments is presented even if this is
part of the text of the press release
When reading the annual earnings announcements‟ press releases it became clear that the
voluntarily disclosure of non-GAAP financial measures was widespread in European firms An
analysis of the data collected reveals that in all industries the majority of the firms disclose non-
3 It is also important to take into consideration that we only collect non-GAAP measures that in some way portray a
firm‟s results (ie all sorts of earnings numbers) Thus we ignore measures related with other aspects of a firm‟s
performance (sales for example)
14
GAAP measures (Table 1 Panel A)4 In fact 80 of the press releases include at least one non-
GAAP earnings figure This practice is more prevalent in manufacturing materials and
electronics and transportation and communication though
Panel B of Table 1 indicates that GAAP earnings are often adjusted for items that are
considered recurring such as RampD expenses depreciation expenses stock-based compensation
and tax-related values (63 of observations) That practice is common across all industries
Further we calculate how many of the non-GAAP numbers are a result of adjusting for revenue
items instead of expenses (ie cases where the non-GAAP number is lower than the GAAP
figure) We find that this happens in only 11 of the non-GAAP disclosures
Disclosing firms typically report non-GAAP earnings measures in a more prominent
location of the press release than GAAP earnings figures (Table 1 Panel C) In fact firms give a
higher emphasis to non-GAAP earnings in 83 of the cases where such a number is present in
the press release As non-GAAP earnings figures are usually higher than the corresponding
GAAP figures this evidence suggests an intention to depict a better picture of firms‟
performance which can lead to higher compensation5 The most common location where
managers disclose non-GAAP earnings is the area of subtitles or highlights of the press release
ie right after the title and before the text Furthermore the emphasis given to non-GAAP
figures varies significantly across industries
Panel D of Table 1 shows the percentage of firms that disclose a reconciliation in their
press release given that a non-GAAP disclosure was made Our findings indicate that in
approximately 66 of the cases firms choose to disclose some kind of reconciliation between the
non-GAAP measures and the corresponding GAAP figures This means there are still firms that
4 Industry classification is based on the two-digit SIC codes
5 This evidence should be interpreted with caution as most of the adjustments to GAAP earnings are income-
decreasing (Hitz 2010)
15
do not follow the CESR recommendation of defining the components included in their
alternative performance measures Further analysis reveals that only 36 disclose a tabular
reconciliation
ltInsert table 1 heregt
Finally we calculate the percentage of the sample firms that simultaneously adjust for
recurring items and give a higher prominence to non-GAAP earnings measures than to GAAP
earnings figures in the press release as these practices can easily be classified as misleading
Untabulated results indicate that over 60 of firms adjust for recurring items while at same time
give more emphasis to non-GAAP numbers Although this descriptive evidence seems to
indicate the existence of many cases of opportunistic reporting of non-GAAP it is still possible
that some firms do report non-GAAP to transfer private information to the market These
observations if they exist will work against us finding results which support our expectations
4 Research design and descriptive results
Our hypotheses assess the effect of compensation and board quality on firms‟ non-GAAP
reporting decisions that are likely to indicate opportunistic reporting This association is studied
using the following model
Non-GAAP reporting decision =
f (Compensation + Board quality + Other firm incentives)
16
We measure the dependent variable non-GAAP reporting decision in four alternative
ways in accordance with the hypotheses presented in section 2 Firstly we consider whether or
not a firm discloses a non-GAAP measure in the annual earnings announcement press release In
this case function f takes the form of a logistic regression where the dependent variable is non-
GAAP disclosure an indicator variable coded as one when the firm reports non-GAAP figures in
the earnings announcement press release and zero otherwise
Secondly we study the choice of adjustments made to GAAP earnings in the calculation
of non-GAAP figures Recurring adjustments is an indicator variable taking the value of one if
the firm excludes from GAAP earnings recurring items such as RampD expenses depreciation
expenses stock-based compensation items and tax-related and zero otherwise In this case
function f takes the form of a logistic regression
Thirdly we look at the emphasis given to the first non-GAAP measure disclosed - the
categories used in the classification of the variable non-GAAP emphasis are as follows (1) title
(2) subtitle or highlights (3) first or second paragraph (4) third paragraph or lower In this case
the function f takes the form of a multinomial logistic regression where the dependent variable is
coded as one two three or four according to the emphasis given and five otherwise (ie when
the non-GAAP measure is disclosed in a less prominent location of the press release near the
financial statements or no non-GAAP measure is disclosed)6
Lastly we analyze whether managers disclose information regarding the reconciliation
between non-GAAP earnings and the corresponding GAAP measure (in a tabular format or
through written explanations) To be consistent with the previous analyses where we expect the
voluntary reporting decision to be positively (negatively) associated with compensation (board
6 Category five joins the cases where non-GAAP figures are disclosed in the financial statements and the cases
where no non-GAAP numbers are disclosed as in some countries (eg Spain) financial statements have rigid
formats leaving no room for non-GAAP measures This is mentioned in Appendix 1 of the 2009 EFRAG report
17
quality) we define NoReconciliation in the negative way ie as an indicator variable coded as
one if the firm does not report a reconciliation between non-GAAP and the corresponding GAAP
earnings measure in the annual announcement‟ press release and zero otherwise The function f
takes the form of a logistic regression
Compensation is an indicator variable coded as one when directors receive all or a part of
their fees in stock and options grants which are aligned with the firm market performance7
Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009)8 For
each of the 11 board characteristics considered a value of one is assigned whenever the board
attribute is present and a value of zero is attributed otherwise Then all the attributes‟ values are
added to form a board quality score Table 2 presents the percentage of observations where the
criteria used to measure board quality and managers‟ compensation are met The CEO is not the
chairman of the board in more than 90 of the cases there is no former CEO on the board in
835 of the cases and the CEO does not have related-party transactions in 678 of cases On
the other hand the attendance of most board meetings is relatively low (in only 354 of cases
all directors have attended at least 75 of the meetings) The independence of board committees
also varies Compensation committees are predominantly independent but audit committees have
only a majority of independent members in 86 of the cases Regarding compensation we find
that in 606 of the firm-years directors receive all or a portion of their fees in stock and option
grants that are aligned with the firm‟s market performance Thus performance-based
compensation is a wide-spread practice in our sample
7 We recognize that a continuous variable (as the percentage of total compensation that is paid in stock and options
grants which are aligned with company market performance) might be more informative than an indicator variable
However we were unable to find such information for the sample firms 8 Aggarwal et al (2009) consider 25 board attributes and 10 compensation and ownership attributes We included
only 11 attributes in our score because the remaining attributes are coded missing for more than one quarter of the
sample
18
ltInsert table 2 heregt
Other firm incentives refer to firm specific characteristics that affect non-GAAP reporting
choices We consider the following disclosure incentives The proportion of institutional and
insider ownership as a strong presence of these shareholders reduces the need for public
voluntary disclosures (eg Schadewitz and Blevins 1998 and Eng and Mak 2003)9 Consensus
beating (indicator variable coded one if non-GAAP earnings meet or beat the analysts‟ consensus
forecast and GAAP earnings do not and zero otherwise) and analyst following (log of the
number of analysts following the firm) proxy for the influence of financial analysts on non-
GAAP reporting Following previous studies on the determinants of non-GAAP disclosures (eg
Lougee and Marquardt 2004 and Marques 2006) we also include the proportion of intangibles
(intangibles to total assets) special items (indicator variable coded as one if the firm reports
special items and zero otherwise) earnings variability (standard deviation of earnings to assets in
the previous three fiscal years) size (log of market value) and leverage (debt to total assets)
Finally we control for firms that cross-list in US markets as these firms are subject to strict
regulations regarding non-GAAP disclosures (Regulation G)
Table 3 reports descriptive statistics on the financial characteristics of the sample used in
the multivariate analysis A comparison of the first two lines of Table 3 Panel A reveals that the
mean of non-GAAP EPS is 367euro while the mean of the GAAP EPS is just 271euro10
This result is
in line with findings of other studies as firms tend to adjust their GAAP figures mainly by
9 Insider ownership considers ownership positions held by non-buy-side entities such as officers directors public
and private companies and ESOPs Thus it includes managers families financial institutions and other firms 10
Sometimes firms disclose more than one non-GAAP earnings figure in their press release When that happens we
use the first non-GAAP figure disclosed by the firm (ie the one to which more emphasis is given in the press
release) to calculate the mean non-GAAP EPS
19
excluding expenses which leads to non-GAAP figures higher than the comparable GAAP
number This practice has caused concerns among regulators and investors as often it leads to the
presentation of a positive non-GAAP earnings number while the corresponding GAAP earnings
figure is in fact a loss IOSCO (the International Organization of Securities Commission) issued
a cautionary statement in 2002 where it stated problems arise if non-GAAP measures are used in
such a way ldquoas to obscure the financial results determined according to GAAP or provide and
incomplete description of true financial resultsrdquo
On average institutional investors hold 28 of the firms‟ shares and insider investors
hold 23 of the shares The average sample firm is followed by 17 analysts (corresponding to a
log of 402) has market capitalization around 14500 thousand Euros (a log of 884) and a debt
to assets ratio of 28 Panel B of Table 3 reports frequencies for the discrete variables In
approximately one third of the cases non-GAAP earnings is higher than analysts‟ forecasts while
GAAP earnings measures show that the firm does not meet the consensus Some of the sample
firms are cross-listed in US markets (36) and most report special and extraordinary items
(854)
ltInsert table 3 heregt
Table 4 presents the Pearson correlation matrix for the variables included in our
multivariate analysis Results indicate that performance-based compensation is positively
correlated with the decision to make a non-GAAP disclosure and the decision to not disclose
reconciliation information between non-GAAP and GAAP measures These correlations suggest
that compensation is an important determinant of non-GAAP disclosure decisions Apart of
20
compensation the decision to disclose a non-GAAP figure is associated with analyst attention to
the firm (ie number of analysts following and beating analyst earnings forecasts) insider
ownership the level of intangibles and the existence of special items As expected firms‟
adjustments to GAAP earnings are positively correlated with intangibles (which include
goodwill) and special items We also find a positive correlation between the fact that firms make
adjustments for recurring items and insider ownership and special items and a negative
correlation between this and institutional ownership and cross-listing in the US Finally the
emphasis given to non-GAAP information in the press release is positively correlated with
intangibles and the fact that non-GAAP numbers beat the analysts‟ target and negatively
correlated with insider ownership
ltInsert table 4 heregt
5 Results on the association between compensation board quality and non-GAAP
reporting decisions
Table 5 presents the empirical results of our study of the relation between compensation
board quality and the decision to disclose non-GAAP earnings measures The first estimation of
the logit model (column 1) considers only the impact of compensation on the disclosure decision
the second estimation of the logit model (column 2) considers the impact of board quality by
itself and the third set of results (column 3) considers the two factors concurrently The two
coefficients estimated for performance-base compensation are positive and statistically
significant (columns 1 and 3) This result supports hypothesis 1A as the propensity to disclose
non-GAAP earnings in earnings announcements‟ press releases is higher when compensation is
21
linked to the market performance of the firm Consistent with hypothesis 2A the estimated
coefficients for board quality are negative and statistically significant (columns 2 and 3) That is
the probability of reporting discretionary non-GAAP measures is lower when the board of
directors follows more desirable corporate governance standards Thus while compensation
contracts linked to performance can encourage firms to disclose non-GAAP measures
opportunistically (and in ways that can mislead investors) effective boards can counteract this
effect
The results for the other firm factors are in line with previous academic findings Both
measures of ownership are negative and statistically significant in the three specifications of our
model This supports the idea that a higher level of institutional ownership is associated with less
disclosure of non-GAAP figures that might be opportunistic (Jennings and Marques 2011)
Given that in Europe capital is traditionally less dispersed and family firms are still prevalent
there is less need for voluntary public information while at the same time there is closer
monitoring over managers‟ actions This is consistent with our findings for insider ownership
The results for consensus beating suggest that managers use the disclosure of non-GAAP figures
to appear to meet or beat analyst earnings benchmarks (as documented in Black and Christensen
2009 and Isidro and Marques 2010)
ltInsert table 5 heregt
Table 6 presents the results of the analysis of the association between compensation
board quality and the adjustment for recurring items in firms‟ calculation of non-GAAP earnings
measures Black and Christensen (2009) find that managers opportunistically exclude from
22
GAAP earnings recurring items such as RampD expenses depreciation expenses stock-based
compensation items and tax-related charges Our estimation shows that in the two models where
compensation is included (columns 1 and 3) the coefficients are positive and statistically
significant suggesting that in firms where compensation is tied to market performance there is a
higher probability of adjusting GAAP earnings for items that are recurring This is consistent
with hypothesis 1B We find no impact of board quality on the propensity to adjust for recurring
items Thus we are unable to reject the null hypothesis on the case of hypothesis 2B This may
be because the board does not have detailed information on how recurring the items excluded
can be Institutional shareholders and insiders seem to have a disciplinary effect of the
adjustment for recurring items as both sets of estimated coefficients (columns 1 and 3) are
negative and statistically significant
As a robustness check we also run an OLS model where the dependent variable is the
total value of the adjustments made ie non-GAAP earnings per share minus GAAP earnings
per share This is a weaker test of our hypothesis as the variable may also include adjustments
for items that are in fact non-recurring (and thus justifiable) Non-tabulated results for this
specification are consistent with those presented in Table 6 suggesting that compensation is an
important motive for opportunistic reporting of non-GAAP information11
lt Insert table 6 heregt
Table 7 presents the results of the analysis of the association between compensation
board quality and the emphasis that managers give to non-GAAP earnings measures in the press
11
Consistent with this being a weaker test of managers‟ intentions the estimated coefficients have a lower level of
statistical significance
23
release As before the first estimation of our model considers the impact of compensation on the
disclosure decision the second estimation considers the impact of board quality and the third set
of results considers the two factors concurrently Given that this analysis is performed using a
multinomial logistic regression we divide the table into 4 panels each one corresponding to a
specific position of the non-GAAP measures in the earnings announcement press release
Panel A which analyzes non-GAAP disclosures in the title of the press release shows
that the estimated coefficient for our compensation variable is positive and statistically
significant That is when compensation is linked to the performance of the firm the non-GAAP
earnings measure disclosed is in the title of the press release more often as compared to
reporting it in the financial statements (the part of the press release not considered in any panel)
or not reporting it at all However compensation does not affect the positioning of non-GAAP
measures significantly in any other part of the press release This result suggests that when firms
position their non-GAAP measures strategically they tend to include it in the title of the press
release which is consistent with firms giving more emphasis to non-GAAP measures whenever
they have a strategic reason for doing so This practice can have an important impact in financial
markets as price reactions to earnings announcements tend to be higher when the non-GAAP
number is placed first in the press release particularly from less-sophisticated investors (Allee et
al 2007)
The results for board quality reveal that this variable is negatively associated with the
emphasis given to non-GAAP measures in all panels when considered independently from
managers‟ compensation (column 2) This is consistent with our hypothesis 2C When
considered concurrently with managers‟ compensation (column 3) the estimated coefficients for
board quality remain negative and statistically significant except in Panel B where the
24
coefficient although negative is not statistically different from zero Given that in the third
model of panel A where the two measures are considered concurrently compensation has a
positive and significant effect while board quality has a negative and significant effect we
conclude that board quality can reduce opportunistic emphasis given to non-GAAP disclosures
motivated by compensation For economy of space we do not tabulate the results for the other
firm factors but these are consistent with previous findings
ltInsert Table 7 heregt
Our last set of hypotheses (1D and 2D) states that the non disclosure of a reconciliation
between non-GAAP and GAAP earnings is more (less) likely when compensation is linked to
firm performance (when the board of directors follows more desirable corporate governance
standards) Estimation results presented in Table 8 indicate that performance-based
compensation contracts seem to restrain the disclosure of information that allows users of
financial statements to reconcile non-GAAP to GAAP earnings As firms tend to make higher
adjustments to GAAP figures when compensation is aligned with firm performance avoiding the
disclosure of detailed information about the adjustments made helps to portray a better picture of
firm performance However our results also indicate that board quality does not impact on the
decision to provide reconciliation information
A caveat of our reconciliation results is that in certain regimes providing reconciliations
is not a voluntary decision but a requirement imposed either by accounting or market rules For
example in the UK Financial Reporting Standard 3 (Accounting Standards Board 1993)
requires alternative earnings per share figures to be reconciled with a GAAP figure and in
25
France the Autoriteacute des Marcheacutes Financiers has a similar request However there is also
evidence that firms in certain countries do not follow these rules (eg Aubert 2010 reports that
in France reconciliations are rarely provided by managers) As a robustness check we repeat the
empirical analysis excluding firms from these two countries The results are weaker but in line
with the findings reported in Table 8 We also find similar conclusions for the reconciliation
analysis when we distinguish between tabular reconciliations and written reconciliations and
when we exclude firms cross-listed in the US where reconciliations are required
ltInsert table 8 heregt
Presenting a reconciliation between GAAP and non-GAAP numbers can help investors
understand the adjustments made Thus reporting a reconciliation may interfere with firms‟
choices regarding non-GAAP reporting namely adjusting for items that are recurring and giving
a high emphasis to non-GAAP figures in the press release To check for this effect we re-run the
equations of tables 6 and 7 for the subsample of observations that report a reconciliation The
results are consistent with our initial analysis suggesting that firms‟ disclosing practices are not
conditioned by the presentation of reconciliation information
6 Conclusion
For a set of international firms we analyze how compensation and good corporate
governance in the board of directors influences non-GAAP reporting decisions We analyze four
26
aspects of non-GAAP reporting that are often associated with firms‟ opportunistic intention to
portray a better image of their performance the decision to make a non-GAAP disclosure the
fact that some firms make adjustments for recurring items to GAAP earnings to calculate a non-
GAAP measure the high emphasis given to non-GAAP measures in the press release and not
disclosing a reconciliation that explains the difference between non-GAAP and GAAP earnings
We expect and find a positive relation between those discretionary aspects of non-GAAP
reporting and the fact that firms pay all or a portion of compensation in stock and option grants
aligned with firm performance Our findings suggest that performance-based compensation
encourages firms to use non-GAAP information opportunistically in order to boost users‟
perceptions about firm performance and thus maximize compensation The empirical results also
indicate that an efficient board of directors capable of monitoring firms‟ actions can help
counteract some of the discretionary disclosure choices In particular we find that an efficient
board of directors can reduce the likelihood of disclosing non-GAAP figures and reduce the
emphasis given to non-GAAP information in the press release However the exclusion of
recurring items from GAAP earnings and the decision to present reconciliation between non-
GAAP and GAAP measures do not seem to be influenced by the quality of the board It is
possible that the board does not monitor these reporting aspects Our results suggests that
internal corporate controls have only limited influence over firms‟ non-GAAP disclosure
decisions which may be of interest to regulators interested in the introduction of non-GAAP
rules in Europe
27
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Allee K Bhattacharya N Black E and Christensen T (2007) Pro forma disclosure and
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Andersson P and Hellman N (2007) Does pro forma reporting bias analyst forecasts
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Bamber L Jiang J and Wang I (2010) Whats my style The influence of top managers on
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Beekes W and Brown P (2006) Do better-governed Australian firms make more informative
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informativeness and permanence of pro forma earnings and GAAP operating earnings
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Black D Black E Christensen T and Waegelein J (2011) The effects of executive
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Working paper - Duke University
Black D and Christensen T (2009) US managers‟ use of bdquopro forma‟ adjustments to meet
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Bowen R Davis A and Matsumoto D (2005) Do firms strategically emphasize performance
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Brown L and Caylor M (2006) Corporate governance and firm valuation Journal of
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Durnev A and Kim E (2005) To steal or not to steal firm attributes legal environment and
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Elliott W (2006) Are investors influenced by pro forma emphasis and reconciliations in
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29
Eng L and Mak Y (2003) Corporate governance and voluntary disclosure Journal of
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European Financial Reporting Advisory Group (2009) Pro-active accounting activities in
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EFRAG
Fama E (1980) Agency problems and theory of the firm Journal of Political Economy 88 (2)
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Fich E and Shivdasani A (2006) Are busy boards effective monitors The Journal of Finance
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Frankel R McVay S and Soliman M (2011) Non-GAAP earnings and board independence
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Gompers P Ishii J and Metrick A (2003) Corporate governance and equity prices Quarterly
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Hitz J (2010) Press release disclosure of pro forma earnings metrics by large German
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Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
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Karamanou I and Vafeas N (2005) The association between corporate boards audit
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32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
9
that firms where compensation is linked to performance to make adjustments for recurring items
more frequently than others when calculating their non-GAAP figures We define hypothesis 1B
as indicated below
H1B The probability of firms adjusting GAAP earnings for recurring items when
calculating their non-GAAP figures is higher when compensation is linked to
performance
The third decision we analyze is what prominence firms give to non-GAAP earnings
numbers in the press release Paragraph 29 of CESR‟ recommendation on alternative
performance measures states ldquoit can be observed that issuers tend to present alternative
performance measures sometimes even more prominently that the defined measuresrdquo In order to
ensure that investors are not misled the committee recommends that non-GAAP measures are
given less prominence than GAAP earnings figures In the US literature on the emphasis given
to non-GAAP figures indicates that managers give more prominence to these metrics when they
portray better firm performance than GAAP numbers (Bowen et al 2005 Elliott 2006 Allee et
al 2007) Based on this literature we expect that firms where compensation is tied to
performance to give higher emphasis to non-GAAP figures and thus part C of our first
hypothesis is as follows
H1C The prominence given to non-GAAP figures in the press release is higher when
compensation is linked to the performance of the firm
10
The fourth decision that we investigate is whether firms choose to disclose a
reconciliation between non-GAAP and GAAP numbers in the press release or not Elliott‟s
(2006) experimental results indicate that the effects of prominence of non-GAAP financial
measures in earnings announcements can be mitigated by including a reconciliation Marques
(2010) shows that reconciliations are informative to investors even after controlling for the
information content of other financial statements Furthermore Zhang and Zheng (2011) find
that before regulation G was put in place in the US the mispricing of non-GAAP earnings
existed only in firms that did not disclose a tabular reconciliation These findings suggest that
market participants‟ can interpret the adjustments made by managers and reflect them on their
decisions if the necessary information is provided Thus if firms are interested in altering users‟
perceptions of their earnings (maximizing stock compensation) we would expect them not to
disclose a reconciliation in the earnings announcements‟ press releases even though CESR‟
recommendation states that firms should ldquodefine the components included in an alternative
performance measurerdquo (paragraph 22) and explain the differences between GAAP and non-
GAAP figures which ldquomight be through a reconciliationrdquo (paragraph 25) This results in part D
of our first hypothesis
H1D The probability of not disclosing a reconciliation between non-GAAP and GAAP
earnings is higher when compensation is linked to the performance of the firm
22 Board quality and non-GAAP reporting decisions
Corporate governance mechanisms that limit opportunistic management behavior benefit
all stakeholders (Ashbaugh-Skaife et al 2006) As a result of less opportunistic reporting
11
strategies better governed firms tend to make more informative disclosures (Beekes and Brown
2006) Furthermore when good practices are in place corporate governance mechanisms can
counterbalance the weakness of regulation (Klapper and Love 2004) The intuition according to
Durnev and Kim (2005) is that good corporate governance ldquoplays a more important role in
alleviating the harmful effects of ineffective legal framework when regulation is weakrdquo Thus
we expect good governance practices to be particularly important in preventing opportunistic
non-GAAP reporting in Europe as there is no regulation Given that the board of directors is the
central internal control mechanism for monitoring managers (Fama 1980) we focus the analysis
of the effect of corporate governance on non-GAAP opportunistic reporting on the quality of the
board
To the best of our knowledge there are only two papers that analyze the effect of boards
on non-GAAP disclosures Frankel et al (2011) and Jennings and Marques (2011) both using
US data These studies analyze only one characteristic of the board the independence of its
members Their results indicate that independence of outside directors is associated with better
non-GAAP disclosures We extend these findings by measuring board quality via a score of
board characteristics as literature has established independence to be one important factor of the
efficiency of the board but not the only one The use of scores is common practice in the
corporate governance literature as it allows to take into the consideration the complexity and the
interactions of governance systems (eg Gompers et al 2003 Brown and Caylor 2006
Bebchuck et al 2009 Aggarwal et al 2009) In our score we consider independence and among
other things that busy boards are associated with weak corporate governance (Fich and
Shivdasani 2006) by evaluating attendance that when the CEO also holds the position of the
chairman of the board internal control systems may fail (Jensen 1993) due to the concentration
12
of decision management and decision control in one individual and that the independence of
committees is also important (Karamanou and Vafeas 2005) We expect to find a negative
association between our board quality score and the proxies for opportunistic reporting practices
indicating that better governed firms make more informative non-GAAP disclosures We divide
the hypothesis linked to board quality in four parts as follows
H2A The propensity to disclose non-GAAP earnings in earnings announcements‟ press
releases is lower when the board of directors follows more desirable corporate
governance standards
H2B The probability of firms adjusting GAAP earnings for recurring items when
calculating their non-GAAP figures is lower when the board of directors follows more
desirable corporate governance standards
H2C The prominence given to non-GAAP figures in the press release is reduced when
the board of directors follows more desirable corporate governance standards
H2D The probability of not disclosing a reconciliation between non-GAAP and GAAP
earnings decreases when the board of directors follows more desirable corporate
governance standards
3 Data and sample
13
We begin our sample selection process with all firms included in the Financial Times
2006 classification of the 500 largest European firms which is based on the 2005 financial
reports The selection criteria results in a sample of large firms that are followed carefully by all
agents in the financial markets We eliminate from the sample financial institutions and utilities‟
firms as these are subject to specific regulations After removing firms-years with missing press
releases the sample comprise 805 observations representing 318 firms from 20 European
countries for the period 2003 to 2005 For every one of these firm-years we obtain financial data
from WorldscopeDatastreamIBES For data on managers‟ compensation and board
characteristics we rely on the data provided by Institutional Shareholder Services (ISS) The data
on ownership is collected from LionShares
We hand-collect non-GAAP information from press releases of the annual earnings
announcements which are obtained via Factiva or the firms‟ websites We collect information
about the manager-adjusted non-GAAP financial measures from the press release in order to
obtain the most accurate information about managers‟ disclosures To be conservative when the
label given to the earnings measure was dubious we did not consider these as non-GAAP
financial measures3 We also hand-collect whether or not the firms disclose a reconciliation
Given that the CESR does not recommend the use of a tabular reconciliation we consider that
firms disclose a reconciliation if information about the adjustments is presented even if this is
part of the text of the press release
When reading the annual earnings announcements‟ press releases it became clear that the
voluntarily disclosure of non-GAAP financial measures was widespread in European firms An
analysis of the data collected reveals that in all industries the majority of the firms disclose non-
3 It is also important to take into consideration that we only collect non-GAAP measures that in some way portray a
firm‟s results (ie all sorts of earnings numbers) Thus we ignore measures related with other aspects of a firm‟s
performance (sales for example)
14
GAAP measures (Table 1 Panel A)4 In fact 80 of the press releases include at least one non-
GAAP earnings figure This practice is more prevalent in manufacturing materials and
electronics and transportation and communication though
Panel B of Table 1 indicates that GAAP earnings are often adjusted for items that are
considered recurring such as RampD expenses depreciation expenses stock-based compensation
and tax-related values (63 of observations) That practice is common across all industries
Further we calculate how many of the non-GAAP numbers are a result of adjusting for revenue
items instead of expenses (ie cases where the non-GAAP number is lower than the GAAP
figure) We find that this happens in only 11 of the non-GAAP disclosures
Disclosing firms typically report non-GAAP earnings measures in a more prominent
location of the press release than GAAP earnings figures (Table 1 Panel C) In fact firms give a
higher emphasis to non-GAAP earnings in 83 of the cases where such a number is present in
the press release As non-GAAP earnings figures are usually higher than the corresponding
GAAP figures this evidence suggests an intention to depict a better picture of firms‟
performance which can lead to higher compensation5 The most common location where
managers disclose non-GAAP earnings is the area of subtitles or highlights of the press release
ie right after the title and before the text Furthermore the emphasis given to non-GAAP
figures varies significantly across industries
Panel D of Table 1 shows the percentage of firms that disclose a reconciliation in their
press release given that a non-GAAP disclosure was made Our findings indicate that in
approximately 66 of the cases firms choose to disclose some kind of reconciliation between the
non-GAAP measures and the corresponding GAAP figures This means there are still firms that
4 Industry classification is based on the two-digit SIC codes
5 This evidence should be interpreted with caution as most of the adjustments to GAAP earnings are income-
decreasing (Hitz 2010)
15
do not follow the CESR recommendation of defining the components included in their
alternative performance measures Further analysis reveals that only 36 disclose a tabular
reconciliation
ltInsert table 1 heregt
Finally we calculate the percentage of the sample firms that simultaneously adjust for
recurring items and give a higher prominence to non-GAAP earnings measures than to GAAP
earnings figures in the press release as these practices can easily be classified as misleading
Untabulated results indicate that over 60 of firms adjust for recurring items while at same time
give more emphasis to non-GAAP numbers Although this descriptive evidence seems to
indicate the existence of many cases of opportunistic reporting of non-GAAP it is still possible
that some firms do report non-GAAP to transfer private information to the market These
observations if they exist will work against us finding results which support our expectations
4 Research design and descriptive results
Our hypotheses assess the effect of compensation and board quality on firms‟ non-GAAP
reporting decisions that are likely to indicate opportunistic reporting This association is studied
using the following model
Non-GAAP reporting decision =
f (Compensation + Board quality + Other firm incentives)
16
We measure the dependent variable non-GAAP reporting decision in four alternative
ways in accordance with the hypotheses presented in section 2 Firstly we consider whether or
not a firm discloses a non-GAAP measure in the annual earnings announcement press release In
this case function f takes the form of a logistic regression where the dependent variable is non-
GAAP disclosure an indicator variable coded as one when the firm reports non-GAAP figures in
the earnings announcement press release and zero otherwise
Secondly we study the choice of adjustments made to GAAP earnings in the calculation
of non-GAAP figures Recurring adjustments is an indicator variable taking the value of one if
the firm excludes from GAAP earnings recurring items such as RampD expenses depreciation
expenses stock-based compensation items and tax-related and zero otherwise In this case
function f takes the form of a logistic regression
Thirdly we look at the emphasis given to the first non-GAAP measure disclosed - the
categories used in the classification of the variable non-GAAP emphasis are as follows (1) title
(2) subtitle or highlights (3) first or second paragraph (4) third paragraph or lower In this case
the function f takes the form of a multinomial logistic regression where the dependent variable is
coded as one two three or four according to the emphasis given and five otherwise (ie when
the non-GAAP measure is disclosed in a less prominent location of the press release near the
financial statements or no non-GAAP measure is disclosed)6
Lastly we analyze whether managers disclose information regarding the reconciliation
between non-GAAP earnings and the corresponding GAAP measure (in a tabular format or
through written explanations) To be consistent with the previous analyses where we expect the
voluntary reporting decision to be positively (negatively) associated with compensation (board
6 Category five joins the cases where non-GAAP figures are disclosed in the financial statements and the cases
where no non-GAAP numbers are disclosed as in some countries (eg Spain) financial statements have rigid
formats leaving no room for non-GAAP measures This is mentioned in Appendix 1 of the 2009 EFRAG report
17
quality) we define NoReconciliation in the negative way ie as an indicator variable coded as
one if the firm does not report a reconciliation between non-GAAP and the corresponding GAAP
earnings measure in the annual announcement‟ press release and zero otherwise The function f
takes the form of a logistic regression
Compensation is an indicator variable coded as one when directors receive all or a part of
their fees in stock and options grants which are aligned with the firm market performance7
Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009)8 For
each of the 11 board characteristics considered a value of one is assigned whenever the board
attribute is present and a value of zero is attributed otherwise Then all the attributes‟ values are
added to form a board quality score Table 2 presents the percentage of observations where the
criteria used to measure board quality and managers‟ compensation are met The CEO is not the
chairman of the board in more than 90 of the cases there is no former CEO on the board in
835 of the cases and the CEO does not have related-party transactions in 678 of cases On
the other hand the attendance of most board meetings is relatively low (in only 354 of cases
all directors have attended at least 75 of the meetings) The independence of board committees
also varies Compensation committees are predominantly independent but audit committees have
only a majority of independent members in 86 of the cases Regarding compensation we find
that in 606 of the firm-years directors receive all or a portion of their fees in stock and option
grants that are aligned with the firm‟s market performance Thus performance-based
compensation is a wide-spread practice in our sample
7 We recognize that a continuous variable (as the percentage of total compensation that is paid in stock and options
grants which are aligned with company market performance) might be more informative than an indicator variable
However we were unable to find such information for the sample firms 8 Aggarwal et al (2009) consider 25 board attributes and 10 compensation and ownership attributes We included
only 11 attributes in our score because the remaining attributes are coded missing for more than one quarter of the
sample
18
ltInsert table 2 heregt
Other firm incentives refer to firm specific characteristics that affect non-GAAP reporting
choices We consider the following disclosure incentives The proportion of institutional and
insider ownership as a strong presence of these shareholders reduces the need for public
voluntary disclosures (eg Schadewitz and Blevins 1998 and Eng and Mak 2003)9 Consensus
beating (indicator variable coded one if non-GAAP earnings meet or beat the analysts‟ consensus
forecast and GAAP earnings do not and zero otherwise) and analyst following (log of the
number of analysts following the firm) proxy for the influence of financial analysts on non-
GAAP reporting Following previous studies on the determinants of non-GAAP disclosures (eg
Lougee and Marquardt 2004 and Marques 2006) we also include the proportion of intangibles
(intangibles to total assets) special items (indicator variable coded as one if the firm reports
special items and zero otherwise) earnings variability (standard deviation of earnings to assets in
the previous three fiscal years) size (log of market value) and leverage (debt to total assets)
Finally we control for firms that cross-list in US markets as these firms are subject to strict
regulations regarding non-GAAP disclosures (Regulation G)
Table 3 reports descriptive statistics on the financial characteristics of the sample used in
the multivariate analysis A comparison of the first two lines of Table 3 Panel A reveals that the
mean of non-GAAP EPS is 367euro while the mean of the GAAP EPS is just 271euro10
This result is
in line with findings of other studies as firms tend to adjust their GAAP figures mainly by
9 Insider ownership considers ownership positions held by non-buy-side entities such as officers directors public
and private companies and ESOPs Thus it includes managers families financial institutions and other firms 10
Sometimes firms disclose more than one non-GAAP earnings figure in their press release When that happens we
use the first non-GAAP figure disclosed by the firm (ie the one to which more emphasis is given in the press
release) to calculate the mean non-GAAP EPS
19
excluding expenses which leads to non-GAAP figures higher than the comparable GAAP
number This practice has caused concerns among regulators and investors as often it leads to the
presentation of a positive non-GAAP earnings number while the corresponding GAAP earnings
figure is in fact a loss IOSCO (the International Organization of Securities Commission) issued
a cautionary statement in 2002 where it stated problems arise if non-GAAP measures are used in
such a way ldquoas to obscure the financial results determined according to GAAP or provide and
incomplete description of true financial resultsrdquo
On average institutional investors hold 28 of the firms‟ shares and insider investors
hold 23 of the shares The average sample firm is followed by 17 analysts (corresponding to a
log of 402) has market capitalization around 14500 thousand Euros (a log of 884) and a debt
to assets ratio of 28 Panel B of Table 3 reports frequencies for the discrete variables In
approximately one third of the cases non-GAAP earnings is higher than analysts‟ forecasts while
GAAP earnings measures show that the firm does not meet the consensus Some of the sample
firms are cross-listed in US markets (36) and most report special and extraordinary items
(854)
ltInsert table 3 heregt
Table 4 presents the Pearson correlation matrix for the variables included in our
multivariate analysis Results indicate that performance-based compensation is positively
correlated with the decision to make a non-GAAP disclosure and the decision to not disclose
reconciliation information between non-GAAP and GAAP measures These correlations suggest
that compensation is an important determinant of non-GAAP disclosure decisions Apart of
20
compensation the decision to disclose a non-GAAP figure is associated with analyst attention to
the firm (ie number of analysts following and beating analyst earnings forecasts) insider
ownership the level of intangibles and the existence of special items As expected firms‟
adjustments to GAAP earnings are positively correlated with intangibles (which include
goodwill) and special items We also find a positive correlation between the fact that firms make
adjustments for recurring items and insider ownership and special items and a negative
correlation between this and institutional ownership and cross-listing in the US Finally the
emphasis given to non-GAAP information in the press release is positively correlated with
intangibles and the fact that non-GAAP numbers beat the analysts‟ target and negatively
correlated with insider ownership
ltInsert table 4 heregt
5 Results on the association between compensation board quality and non-GAAP
reporting decisions
Table 5 presents the empirical results of our study of the relation between compensation
board quality and the decision to disclose non-GAAP earnings measures The first estimation of
the logit model (column 1) considers only the impact of compensation on the disclosure decision
the second estimation of the logit model (column 2) considers the impact of board quality by
itself and the third set of results (column 3) considers the two factors concurrently The two
coefficients estimated for performance-base compensation are positive and statistically
significant (columns 1 and 3) This result supports hypothesis 1A as the propensity to disclose
non-GAAP earnings in earnings announcements‟ press releases is higher when compensation is
21
linked to the market performance of the firm Consistent with hypothesis 2A the estimated
coefficients for board quality are negative and statistically significant (columns 2 and 3) That is
the probability of reporting discretionary non-GAAP measures is lower when the board of
directors follows more desirable corporate governance standards Thus while compensation
contracts linked to performance can encourage firms to disclose non-GAAP measures
opportunistically (and in ways that can mislead investors) effective boards can counteract this
effect
The results for the other firm factors are in line with previous academic findings Both
measures of ownership are negative and statistically significant in the three specifications of our
model This supports the idea that a higher level of institutional ownership is associated with less
disclosure of non-GAAP figures that might be opportunistic (Jennings and Marques 2011)
Given that in Europe capital is traditionally less dispersed and family firms are still prevalent
there is less need for voluntary public information while at the same time there is closer
monitoring over managers‟ actions This is consistent with our findings for insider ownership
The results for consensus beating suggest that managers use the disclosure of non-GAAP figures
to appear to meet or beat analyst earnings benchmarks (as documented in Black and Christensen
2009 and Isidro and Marques 2010)
ltInsert table 5 heregt
Table 6 presents the results of the analysis of the association between compensation
board quality and the adjustment for recurring items in firms‟ calculation of non-GAAP earnings
measures Black and Christensen (2009) find that managers opportunistically exclude from
22
GAAP earnings recurring items such as RampD expenses depreciation expenses stock-based
compensation items and tax-related charges Our estimation shows that in the two models where
compensation is included (columns 1 and 3) the coefficients are positive and statistically
significant suggesting that in firms where compensation is tied to market performance there is a
higher probability of adjusting GAAP earnings for items that are recurring This is consistent
with hypothesis 1B We find no impact of board quality on the propensity to adjust for recurring
items Thus we are unable to reject the null hypothesis on the case of hypothesis 2B This may
be because the board does not have detailed information on how recurring the items excluded
can be Institutional shareholders and insiders seem to have a disciplinary effect of the
adjustment for recurring items as both sets of estimated coefficients (columns 1 and 3) are
negative and statistically significant
As a robustness check we also run an OLS model where the dependent variable is the
total value of the adjustments made ie non-GAAP earnings per share minus GAAP earnings
per share This is a weaker test of our hypothesis as the variable may also include adjustments
for items that are in fact non-recurring (and thus justifiable) Non-tabulated results for this
specification are consistent with those presented in Table 6 suggesting that compensation is an
important motive for opportunistic reporting of non-GAAP information11
lt Insert table 6 heregt
Table 7 presents the results of the analysis of the association between compensation
board quality and the emphasis that managers give to non-GAAP earnings measures in the press
11
Consistent with this being a weaker test of managers‟ intentions the estimated coefficients have a lower level of
statistical significance
23
release As before the first estimation of our model considers the impact of compensation on the
disclosure decision the second estimation considers the impact of board quality and the third set
of results considers the two factors concurrently Given that this analysis is performed using a
multinomial logistic regression we divide the table into 4 panels each one corresponding to a
specific position of the non-GAAP measures in the earnings announcement press release
Panel A which analyzes non-GAAP disclosures in the title of the press release shows
that the estimated coefficient for our compensation variable is positive and statistically
significant That is when compensation is linked to the performance of the firm the non-GAAP
earnings measure disclosed is in the title of the press release more often as compared to
reporting it in the financial statements (the part of the press release not considered in any panel)
or not reporting it at all However compensation does not affect the positioning of non-GAAP
measures significantly in any other part of the press release This result suggests that when firms
position their non-GAAP measures strategically they tend to include it in the title of the press
release which is consistent with firms giving more emphasis to non-GAAP measures whenever
they have a strategic reason for doing so This practice can have an important impact in financial
markets as price reactions to earnings announcements tend to be higher when the non-GAAP
number is placed first in the press release particularly from less-sophisticated investors (Allee et
al 2007)
The results for board quality reveal that this variable is negatively associated with the
emphasis given to non-GAAP measures in all panels when considered independently from
managers‟ compensation (column 2) This is consistent with our hypothesis 2C When
considered concurrently with managers‟ compensation (column 3) the estimated coefficients for
board quality remain negative and statistically significant except in Panel B where the
24
coefficient although negative is not statistically different from zero Given that in the third
model of panel A where the two measures are considered concurrently compensation has a
positive and significant effect while board quality has a negative and significant effect we
conclude that board quality can reduce opportunistic emphasis given to non-GAAP disclosures
motivated by compensation For economy of space we do not tabulate the results for the other
firm factors but these are consistent with previous findings
ltInsert Table 7 heregt
Our last set of hypotheses (1D and 2D) states that the non disclosure of a reconciliation
between non-GAAP and GAAP earnings is more (less) likely when compensation is linked to
firm performance (when the board of directors follows more desirable corporate governance
standards) Estimation results presented in Table 8 indicate that performance-based
compensation contracts seem to restrain the disclosure of information that allows users of
financial statements to reconcile non-GAAP to GAAP earnings As firms tend to make higher
adjustments to GAAP figures when compensation is aligned with firm performance avoiding the
disclosure of detailed information about the adjustments made helps to portray a better picture of
firm performance However our results also indicate that board quality does not impact on the
decision to provide reconciliation information
A caveat of our reconciliation results is that in certain regimes providing reconciliations
is not a voluntary decision but a requirement imposed either by accounting or market rules For
example in the UK Financial Reporting Standard 3 (Accounting Standards Board 1993)
requires alternative earnings per share figures to be reconciled with a GAAP figure and in
25
France the Autoriteacute des Marcheacutes Financiers has a similar request However there is also
evidence that firms in certain countries do not follow these rules (eg Aubert 2010 reports that
in France reconciliations are rarely provided by managers) As a robustness check we repeat the
empirical analysis excluding firms from these two countries The results are weaker but in line
with the findings reported in Table 8 We also find similar conclusions for the reconciliation
analysis when we distinguish between tabular reconciliations and written reconciliations and
when we exclude firms cross-listed in the US where reconciliations are required
ltInsert table 8 heregt
Presenting a reconciliation between GAAP and non-GAAP numbers can help investors
understand the adjustments made Thus reporting a reconciliation may interfere with firms‟
choices regarding non-GAAP reporting namely adjusting for items that are recurring and giving
a high emphasis to non-GAAP figures in the press release To check for this effect we re-run the
equations of tables 6 and 7 for the subsample of observations that report a reconciliation The
results are consistent with our initial analysis suggesting that firms‟ disclosing practices are not
conditioned by the presentation of reconciliation information
6 Conclusion
For a set of international firms we analyze how compensation and good corporate
governance in the board of directors influences non-GAAP reporting decisions We analyze four
26
aspects of non-GAAP reporting that are often associated with firms‟ opportunistic intention to
portray a better image of their performance the decision to make a non-GAAP disclosure the
fact that some firms make adjustments for recurring items to GAAP earnings to calculate a non-
GAAP measure the high emphasis given to non-GAAP measures in the press release and not
disclosing a reconciliation that explains the difference between non-GAAP and GAAP earnings
We expect and find a positive relation between those discretionary aspects of non-GAAP
reporting and the fact that firms pay all or a portion of compensation in stock and option grants
aligned with firm performance Our findings suggest that performance-based compensation
encourages firms to use non-GAAP information opportunistically in order to boost users‟
perceptions about firm performance and thus maximize compensation The empirical results also
indicate that an efficient board of directors capable of monitoring firms‟ actions can help
counteract some of the discretionary disclosure choices In particular we find that an efficient
board of directors can reduce the likelihood of disclosing non-GAAP figures and reduce the
emphasis given to non-GAAP information in the press release However the exclusion of
recurring items from GAAP earnings and the decision to present reconciliation between non-
GAAP and GAAP measures do not seem to be influenced by the quality of the board It is
possible that the board does not monitor these reporting aspects Our results suggests that
internal corporate controls have only limited influence over firms‟ non-GAAP disclosure
decisions which may be of interest to regulators interested in the introduction of non-GAAP
rules in Europe
27
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Jensen M and K Murphy (1990) Performance Pay and Top-Management Incentives Journal of
Political Economy (98) 2 225-264
Karamanou I and Vafeas N (2005) The association between corporate boards audit
committees and management earnings forecasts an empirical analysis Journal of
Accounting Research 43(3) 453-486
Klapper L and Love I (2004) Corporate governance investor protection and performance in
emerging markets Journal of Corporate Finance 10 703-728
Leone M (2010) Whats on the SEC radar CFOcom
Lougee B and Marquardt C (2004) Earnings quality and strategic disclosure an empirical
examination of pro forma earnings The Accounting Review 79 (3) 769-795
Marques A (2006) SEC interventions and the frequency and usefulness of non-GAAP financial
measures Review of Accounting Studies 11 (4) 549-574
31
Marques A (2010) Disclosure strategies among SampP 500 firms Evidence on the disclosure of
non-GAAP financial measures and financial statements in earnings press releases
The British Accounting Review 42 119-131
Schadewitz H and Blevins D (1998) Major determinants of interim disclosures in an
emerging market American Business Review 16 (1) 41ndash55
Zhang H and Zheng L (2011) The valuation impact of reconciling pro forma earnings to
GAAP earnings Journal of Accounting an Economics 51 186-202
32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
10
The fourth decision that we investigate is whether firms choose to disclose a
reconciliation between non-GAAP and GAAP numbers in the press release or not Elliott‟s
(2006) experimental results indicate that the effects of prominence of non-GAAP financial
measures in earnings announcements can be mitigated by including a reconciliation Marques
(2010) shows that reconciliations are informative to investors even after controlling for the
information content of other financial statements Furthermore Zhang and Zheng (2011) find
that before regulation G was put in place in the US the mispricing of non-GAAP earnings
existed only in firms that did not disclose a tabular reconciliation These findings suggest that
market participants‟ can interpret the adjustments made by managers and reflect them on their
decisions if the necessary information is provided Thus if firms are interested in altering users‟
perceptions of their earnings (maximizing stock compensation) we would expect them not to
disclose a reconciliation in the earnings announcements‟ press releases even though CESR‟
recommendation states that firms should ldquodefine the components included in an alternative
performance measurerdquo (paragraph 22) and explain the differences between GAAP and non-
GAAP figures which ldquomight be through a reconciliationrdquo (paragraph 25) This results in part D
of our first hypothesis
H1D The probability of not disclosing a reconciliation between non-GAAP and GAAP
earnings is higher when compensation is linked to the performance of the firm
22 Board quality and non-GAAP reporting decisions
Corporate governance mechanisms that limit opportunistic management behavior benefit
all stakeholders (Ashbaugh-Skaife et al 2006) As a result of less opportunistic reporting
11
strategies better governed firms tend to make more informative disclosures (Beekes and Brown
2006) Furthermore when good practices are in place corporate governance mechanisms can
counterbalance the weakness of regulation (Klapper and Love 2004) The intuition according to
Durnev and Kim (2005) is that good corporate governance ldquoplays a more important role in
alleviating the harmful effects of ineffective legal framework when regulation is weakrdquo Thus
we expect good governance practices to be particularly important in preventing opportunistic
non-GAAP reporting in Europe as there is no regulation Given that the board of directors is the
central internal control mechanism for monitoring managers (Fama 1980) we focus the analysis
of the effect of corporate governance on non-GAAP opportunistic reporting on the quality of the
board
To the best of our knowledge there are only two papers that analyze the effect of boards
on non-GAAP disclosures Frankel et al (2011) and Jennings and Marques (2011) both using
US data These studies analyze only one characteristic of the board the independence of its
members Their results indicate that independence of outside directors is associated with better
non-GAAP disclosures We extend these findings by measuring board quality via a score of
board characteristics as literature has established independence to be one important factor of the
efficiency of the board but not the only one The use of scores is common practice in the
corporate governance literature as it allows to take into the consideration the complexity and the
interactions of governance systems (eg Gompers et al 2003 Brown and Caylor 2006
Bebchuck et al 2009 Aggarwal et al 2009) In our score we consider independence and among
other things that busy boards are associated with weak corporate governance (Fich and
Shivdasani 2006) by evaluating attendance that when the CEO also holds the position of the
chairman of the board internal control systems may fail (Jensen 1993) due to the concentration
12
of decision management and decision control in one individual and that the independence of
committees is also important (Karamanou and Vafeas 2005) We expect to find a negative
association between our board quality score and the proxies for opportunistic reporting practices
indicating that better governed firms make more informative non-GAAP disclosures We divide
the hypothesis linked to board quality in four parts as follows
H2A The propensity to disclose non-GAAP earnings in earnings announcements‟ press
releases is lower when the board of directors follows more desirable corporate
governance standards
H2B The probability of firms adjusting GAAP earnings for recurring items when
calculating their non-GAAP figures is lower when the board of directors follows more
desirable corporate governance standards
H2C The prominence given to non-GAAP figures in the press release is reduced when
the board of directors follows more desirable corporate governance standards
H2D The probability of not disclosing a reconciliation between non-GAAP and GAAP
earnings decreases when the board of directors follows more desirable corporate
governance standards
3 Data and sample
13
We begin our sample selection process with all firms included in the Financial Times
2006 classification of the 500 largest European firms which is based on the 2005 financial
reports The selection criteria results in a sample of large firms that are followed carefully by all
agents in the financial markets We eliminate from the sample financial institutions and utilities‟
firms as these are subject to specific regulations After removing firms-years with missing press
releases the sample comprise 805 observations representing 318 firms from 20 European
countries for the period 2003 to 2005 For every one of these firm-years we obtain financial data
from WorldscopeDatastreamIBES For data on managers‟ compensation and board
characteristics we rely on the data provided by Institutional Shareholder Services (ISS) The data
on ownership is collected from LionShares
We hand-collect non-GAAP information from press releases of the annual earnings
announcements which are obtained via Factiva or the firms‟ websites We collect information
about the manager-adjusted non-GAAP financial measures from the press release in order to
obtain the most accurate information about managers‟ disclosures To be conservative when the
label given to the earnings measure was dubious we did not consider these as non-GAAP
financial measures3 We also hand-collect whether or not the firms disclose a reconciliation
Given that the CESR does not recommend the use of a tabular reconciliation we consider that
firms disclose a reconciliation if information about the adjustments is presented even if this is
part of the text of the press release
When reading the annual earnings announcements‟ press releases it became clear that the
voluntarily disclosure of non-GAAP financial measures was widespread in European firms An
analysis of the data collected reveals that in all industries the majority of the firms disclose non-
3 It is also important to take into consideration that we only collect non-GAAP measures that in some way portray a
firm‟s results (ie all sorts of earnings numbers) Thus we ignore measures related with other aspects of a firm‟s
performance (sales for example)
14
GAAP measures (Table 1 Panel A)4 In fact 80 of the press releases include at least one non-
GAAP earnings figure This practice is more prevalent in manufacturing materials and
electronics and transportation and communication though
Panel B of Table 1 indicates that GAAP earnings are often adjusted for items that are
considered recurring such as RampD expenses depreciation expenses stock-based compensation
and tax-related values (63 of observations) That practice is common across all industries
Further we calculate how many of the non-GAAP numbers are a result of adjusting for revenue
items instead of expenses (ie cases where the non-GAAP number is lower than the GAAP
figure) We find that this happens in only 11 of the non-GAAP disclosures
Disclosing firms typically report non-GAAP earnings measures in a more prominent
location of the press release than GAAP earnings figures (Table 1 Panel C) In fact firms give a
higher emphasis to non-GAAP earnings in 83 of the cases where such a number is present in
the press release As non-GAAP earnings figures are usually higher than the corresponding
GAAP figures this evidence suggests an intention to depict a better picture of firms‟
performance which can lead to higher compensation5 The most common location where
managers disclose non-GAAP earnings is the area of subtitles or highlights of the press release
ie right after the title and before the text Furthermore the emphasis given to non-GAAP
figures varies significantly across industries
Panel D of Table 1 shows the percentage of firms that disclose a reconciliation in their
press release given that a non-GAAP disclosure was made Our findings indicate that in
approximately 66 of the cases firms choose to disclose some kind of reconciliation between the
non-GAAP measures and the corresponding GAAP figures This means there are still firms that
4 Industry classification is based on the two-digit SIC codes
5 This evidence should be interpreted with caution as most of the adjustments to GAAP earnings are income-
decreasing (Hitz 2010)
15
do not follow the CESR recommendation of defining the components included in their
alternative performance measures Further analysis reveals that only 36 disclose a tabular
reconciliation
ltInsert table 1 heregt
Finally we calculate the percentage of the sample firms that simultaneously adjust for
recurring items and give a higher prominence to non-GAAP earnings measures than to GAAP
earnings figures in the press release as these practices can easily be classified as misleading
Untabulated results indicate that over 60 of firms adjust for recurring items while at same time
give more emphasis to non-GAAP numbers Although this descriptive evidence seems to
indicate the existence of many cases of opportunistic reporting of non-GAAP it is still possible
that some firms do report non-GAAP to transfer private information to the market These
observations if they exist will work against us finding results which support our expectations
4 Research design and descriptive results
Our hypotheses assess the effect of compensation and board quality on firms‟ non-GAAP
reporting decisions that are likely to indicate opportunistic reporting This association is studied
using the following model
Non-GAAP reporting decision =
f (Compensation + Board quality + Other firm incentives)
16
We measure the dependent variable non-GAAP reporting decision in four alternative
ways in accordance with the hypotheses presented in section 2 Firstly we consider whether or
not a firm discloses a non-GAAP measure in the annual earnings announcement press release In
this case function f takes the form of a logistic regression where the dependent variable is non-
GAAP disclosure an indicator variable coded as one when the firm reports non-GAAP figures in
the earnings announcement press release and zero otherwise
Secondly we study the choice of adjustments made to GAAP earnings in the calculation
of non-GAAP figures Recurring adjustments is an indicator variable taking the value of one if
the firm excludes from GAAP earnings recurring items such as RampD expenses depreciation
expenses stock-based compensation items and tax-related and zero otherwise In this case
function f takes the form of a logistic regression
Thirdly we look at the emphasis given to the first non-GAAP measure disclosed - the
categories used in the classification of the variable non-GAAP emphasis are as follows (1) title
(2) subtitle or highlights (3) first or second paragraph (4) third paragraph or lower In this case
the function f takes the form of a multinomial logistic regression where the dependent variable is
coded as one two three or four according to the emphasis given and five otherwise (ie when
the non-GAAP measure is disclosed in a less prominent location of the press release near the
financial statements or no non-GAAP measure is disclosed)6
Lastly we analyze whether managers disclose information regarding the reconciliation
between non-GAAP earnings and the corresponding GAAP measure (in a tabular format or
through written explanations) To be consistent with the previous analyses where we expect the
voluntary reporting decision to be positively (negatively) associated with compensation (board
6 Category five joins the cases where non-GAAP figures are disclosed in the financial statements and the cases
where no non-GAAP numbers are disclosed as in some countries (eg Spain) financial statements have rigid
formats leaving no room for non-GAAP measures This is mentioned in Appendix 1 of the 2009 EFRAG report
17
quality) we define NoReconciliation in the negative way ie as an indicator variable coded as
one if the firm does not report a reconciliation between non-GAAP and the corresponding GAAP
earnings measure in the annual announcement‟ press release and zero otherwise The function f
takes the form of a logistic regression
Compensation is an indicator variable coded as one when directors receive all or a part of
their fees in stock and options grants which are aligned with the firm market performance7
Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009)8 For
each of the 11 board characteristics considered a value of one is assigned whenever the board
attribute is present and a value of zero is attributed otherwise Then all the attributes‟ values are
added to form a board quality score Table 2 presents the percentage of observations where the
criteria used to measure board quality and managers‟ compensation are met The CEO is not the
chairman of the board in more than 90 of the cases there is no former CEO on the board in
835 of the cases and the CEO does not have related-party transactions in 678 of cases On
the other hand the attendance of most board meetings is relatively low (in only 354 of cases
all directors have attended at least 75 of the meetings) The independence of board committees
also varies Compensation committees are predominantly independent but audit committees have
only a majority of independent members in 86 of the cases Regarding compensation we find
that in 606 of the firm-years directors receive all or a portion of their fees in stock and option
grants that are aligned with the firm‟s market performance Thus performance-based
compensation is a wide-spread practice in our sample
7 We recognize that a continuous variable (as the percentage of total compensation that is paid in stock and options
grants which are aligned with company market performance) might be more informative than an indicator variable
However we were unable to find such information for the sample firms 8 Aggarwal et al (2009) consider 25 board attributes and 10 compensation and ownership attributes We included
only 11 attributes in our score because the remaining attributes are coded missing for more than one quarter of the
sample
18
ltInsert table 2 heregt
Other firm incentives refer to firm specific characteristics that affect non-GAAP reporting
choices We consider the following disclosure incentives The proportion of institutional and
insider ownership as a strong presence of these shareholders reduces the need for public
voluntary disclosures (eg Schadewitz and Blevins 1998 and Eng and Mak 2003)9 Consensus
beating (indicator variable coded one if non-GAAP earnings meet or beat the analysts‟ consensus
forecast and GAAP earnings do not and zero otherwise) and analyst following (log of the
number of analysts following the firm) proxy for the influence of financial analysts on non-
GAAP reporting Following previous studies on the determinants of non-GAAP disclosures (eg
Lougee and Marquardt 2004 and Marques 2006) we also include the proportion of intangibles
(intangibles to total assets) special items (indicator variable coded as one if the firm reports
special items and zero otherwise) earnings variability (standard deviation of earnings to assets in
the previous three fiscal years) size (log of market value) and leverage (debt to total assets)
Finally we control for firms that cross-list in US markets as these firms are subject to strict
regulations regarding non-GAAP disclosures (Regulation G)
Table 3 reports descriptive statistics on the financial characteristics of the sample used in
the multivariate analysis A comparison of the first two lines of Table 3 Panel A reveals that the
mean of non-GAAP EPS is 367euro while the mean of the GAAP EPS is just 271euro10
This result is
in line with findings of other studies as firms tend to adjust their GAAP figures mainly by
9 Insider ownership considers ownership positions held by non-buy-side entities such as officers directors public
and private companies and ESOPs Thus it includes managers families financial institutions and other firms 10
Sometimes firms disclose more than one non-GAAP earnings figure in their press release When that happens we
use the first non-GAAP figure disclosed by the firm (ie the one to which more emphasis is given in the press
release) to calculate the mean non-GAAP EPS
19
excluding expenses which leads to non-GAAP figures higher than the comparable GAAP
number This practice has caused concerns among regulators and investors as often it leads to the
presentation of a positive non-GAAP earnings number while the corresponding GAAP earnings
figure is in fact a loss IOSCO (the International Organization of Securities Commission) issued
a cautionary statement in 2002 where it stated problems arise if non-GAAP measures are used in
such a way ldquoas to obscure the financial results determined according to GAAP or provide and
incomplete description of true financial resultsrdquo
On average institutional investors hold 28 of the firms‟ shares and insider investors
hold 23 of the shares The average sample firm is followed by 17 analysts (corresponding to a
log of 402) has market capitalization around 14500 thousand Euros (a log of 884) and a debt
to assets ratio of 28 Panel B of Table 3 reports frequencies for the discrete variables In
approximately one third of the cases non-GAAP earnings is higher than analysts‟ forecasts while
GAAP earnings measures show that the firm does not meet the consensus Some of the sample
firms are cross-listed in US markets (36) and most report special and extraordinary items
(854)
ltInsert table 3 heregt
Table 4 presents the Pearson correlation matrix for the variables included in our
multivariate analysis Results indicate that performance-based compensation is positively
correlated with the decision to make a non-GAAP disclosure and the decision to not disclose
reconciliation information between non-GAAP and GAAP measures These correlations suggest
that compensation is an important determinant of non-GAAP disclosure decisions Apart of
20
compensation the decision to disclose a non-GAAP figure is associated with analyst attention to
the firm (ie number of analysts following and beating analyst earnings forecasts) insider
ownership the level of intangibles and the existence of special items As expected firms‟
adjustments to GAAP earnings are positively correlated with intangibles (which include
goodwill) and special items We also find a positive correlation between the fact that firms make
adjustments for recurring items and insider ownership and special items and a negative
correlation between this and institutional ownership and cross-listing in the US Finally the
emphasis given to non-GAAP information in the press release is positively correlated with
intangibles and the fact that non-GAAP numbers beat the analysts‟ target and negatively
correlated with insider ownership
ltInsert table 4 heregt
5 Results on the association between compensation board quality and non-GAAP
reporting decisions
Table 5 presents the empirical results of our study of the relation between compensation
board quality and the decision to disclose non-GAAP earnings measures The first estimation of
the logit model (column 1) considers only the impact of compensation on the disclosure decision
the second estimation of the logit model (column 2) considers the impact of board quality by
itself and the third set of results (column 3) considers the two factors concurrently The two
coefficients estimated for performance-base compensation are positive and statistically
significant (columns 1 and 3) This result supports hypothesis 1A as the propensity to disclose
non-GAAP earnings in earnings announcements‟ press releases is higher when compensation is
21
linked to the market performance of the firm Consistent with hypothesis 2A the estimated
coefficients for board quality are negative and statistically significant (columns 2 and 3) That is
the probability of reporting discretionary non-GAAP measures is lower when the board of
directors follows more desirable corporate governance standards Thus while compensation
contracts linked to performance can encourage firms to disclose non-GAAP measures
opportunistically (and in ways that can mislead investors) effective boards can counteract this
effect
The results for the other firm factors are in line with previous academic findings Both
measures of ownership are negative and statistically significant in the three specifications of our
model This supports the idea that a higher level of institutional ownership is associated with less
disclosure of non-GAAP figures that might be opportunistic (Jennings and Marques 2011)
Given that in Europe capital is traditionally less dispersed and family firms are still prevalent
there is less need for voluntary public information while at the same time there is closer
monitoring over managers‟ actions This is consistent with our findings for insider ownership
The results for consensus beating suggest that managers use the disclosure of non-GAAP figures
to appear to meet or beat analyst earnings benchmarks (as documented in Black and Christensen
2009 and Isidro and Marques 2010)
ltInsert table 5 heregt
Table 6 presents the results of the analysis of the association between compensation
board quality and the adjustment for recurring items in firms‟ calculation of non-GAAP earnings
measures Black and Christensen (2009) find that managers opportunistically exclude from
22
GAAP earnings recurring items such as RampD expenses depreciation expenses stock-based
compensation items and tax-related charges Our estimation shows that in the two models where
compensation is included (columns 1 and 3) the coefficients are positive and statistically
significant suggesting that in firms where compensation is tied to market performance there is a
higher probability of adjusting GAAP earnings for items that are recurring This is consistent
with hypothesis 1B We find no impact of board quality on the propensity to adjust for recurring
items Thus we are unable to reject the null hypothesis on the case of hypothesis 2B This may
be because the board does not have detailed information on how recurring the items excluded
can be Institutional shareholders and insiders seem to have a disciplinary effect of the
adjustment for recurring items as both sets of estimated coefficients (columns 1 and 3) are
negative and statistically significant
As a robustness check we also run an OLS model where the dependent variable is the
total value of the adjustments made ie non-GAAP earnings per share minus GAAP earnings
per share This is a weaker test of our hypothesis as the variable may also include adjustments
for items that are in fact non-recurring (and thus justifiable) Non-tabulated results for this
specification are consistent with those presented in Table 6 suggesting that compensation is an
important motive for opportunistic reporting of non-GAAP information11
lt Insert table 6 heregt
Table 7 presents the results of the analysis of the association between compensation
board quality and the emphasis that managers give to non-GAAP earnings measures in the press
11
Consistent with this being a weaker test of managers‟ intentions the estimated coefficients have a lower level of
statistical significance
23
release As before the first estimation of our model considers the impact of compensation on the
disclosure decision the second estimation considers the impact of board quality and the third set
of results considers the two factors concurrently Given that this analysis is performed using a
multinomial logistic regression we divide the table into 4 panels each one corresponding to a
specific position of the non-GAAP measures in the earnings announcement press release
Panel A which analyzes non-GAAP disclosures in the title of the press release shows
that the estimated coefficient for our compensation variable is positive and statistically
significant That is when compensation is linked to the performance of the firm the non-GAAP
earnings measure disclosed is in the title of the press release more often as compared to
reporting it in the financial statements (the part of the press release not considered in any panel)
or not reporting it at all However compensation does not affect the positioning of non-GAAP
measures significantly in any other part of the press release This result suggests that when firms
position their non-GAAP measures strategically they tend to include it in the title of the press
release which is consistent with firms giving more emphasis to non-GAAP measures whenever
they have a strategic reason for doing so This practice can have an important impact in financial
markets as price reactions to earnings announcements tend to be higher when the non-GAAP
number is placed first in the press release particularly from less-sophisticated investors (Allee et
al 2007)
The results for board quality reveal that this variable is negatively associated with the
emphasis given to non-GAAP measures in all panels when considered independently from
managers‟ compensation (column 2) This is consistent with our hypothesis 2C When
considered concurrently with managers‟ compensation (column 3) the estimated coefficients for
board quality remain negative and statistically significant except in Panel B where the
24
coefficient although negative is not statistically different from zero Given that in the third
model of panel A where the two measures are considered concurrently compensation has a
positive and significant effect while board quality has a negative and significant effect we
conclude that board quality can reduce opportunistic emphasis given to non-GAAP disclosures
motivated by compensation For economy of space we do not tabulate the results for the other
firm factors but these are consistent with previous findings
ltInsert Table 7 heregt
Our last set of hypotheses (1D and 2D) states that the non disclosure of a reconciliation
between non-GAAP and GAAP earnings is more (less) likely when compensation is linked to
firm performance (when the board of directors follows more desirable corporate governance
standards) Estimation results presented in Table 8 indicate that performance-based
compensation contracts seem to restrain the disclosure of information that allows users of
financial statements to reconcile non-GAAP to GAAP earnings As firms tend to make higher
adjustments to GAAP figures when compensation is aligned with firm performance avoiding the
disclosure of detailed information about the adjustments made helps to portray a better picture of
firm performance However our results also indicate that board quality does not impact on the
decision to provide reconciliation information
A caveat of our reconciliation results is that in certain regimes providing reconciliations
is not a voluntary decision but a requirement imposed either by accounting or market rules For
example in the UK Financial Reporting Standard 3 (Accounting Standards Board 1993)
requires alternative earnings per share figures to be reconciled with a GAAP figure and in
25
France the Autoriteacute des Marcheacutes Financiers has a similar request However there is also
evidence that firms in certain countries do not follow these rules (eg Aubert 2010 reports that
in France reconciliations are rarely provided by managers) As a robustness check we repeat the
empirical analysis excluding firms from these two countries The results are weaker but in line
with the findings reported in Table 8 We also find similar conclusions for the reconciliation
analysis when we distinguish between tabular reconciliations and written reconciliations and
when we exclude firms cross-listed in the US where reconciliations are required
ltInsert table 8 heregt
Presenting a reconciliation between GAAP and non-GAAP numbers can help investors
understand the adjustments made Thus reporting a reconciliation may interfere with firms‟
choices regarding non-GAAP reporting namely adjusting for items that are recurring and giving
a high emphasis to non-GAAP figures in the press release To check for this effect we re-run the
equations of tables 6 and 7 for the subsample of observations that report a reconciliation The
results are consistent with our initial analysis suggesting that firms‟ disclosing practices are not
conditioned by the presentation of reconciliation information
6 Conclusion
For a set of international firms we analyze how compensation and good corporate
governance in the board of directors influences non-GAAP reporting decisions We analyze four
26
aspects of non-GAAP reporting that are often associated with firms‟ opportunistic intention to
portray a better image of their performance the decision to make a non-GAAP disclosure the
fact that some firms make adjustments for recurring items to GAAP earnings to calculate a non-
GAAP measure the high emphasis given to non-GAAP measures in the press release and not
disclosing a reconciliation that explains the difference between non-GAAP and GAAP earnings
We expect and find a positive relation between those discretionary aspects of non-GAAP
reporting and the fact that firms pay all or a portion of compensation in stock and option grants
aligned with firm performance Our findings suggest that performance-based compensation
encourages firms to use non-GAAP information opportunistically in order to boost users‟
perceptions about firm performance and thus maximize compensation The empirical results also
indicate that an efficient board of directors capable of monitoring firms‟ actions can help
counteract some of the discretionary disclosure choices In particular we find that an efficient
board of directors can reduce the likelihood of disclosing non-GAAP figures and reduce the
emphasis given to non-GAAP information in the press release However the exclusion of
recurring items from GAAP earnings and the decision to present reconciliation between non-
GAAP and GAAP measures do not seem to be influenced by the quality of the board It is
possible that the board does not monitor these reporting aspects Our results suggests that
internal corporate controls have only limited influence over firms‟ non-GAAP disclosure
decisions which may be of interest to regulators interested in the introduction of non-GAAP
rules in Europe
27
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Reporting Standard (FRS) 3 London ASB
Aboody D and Kasznik R (2000) CEO stock option awards and the timing of corporate
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Aggarwal R Erel I Stulz R and Williamson R (2009) Differences in governance practices
between US and foreign firms measurement causes and consequences Review of
Financial Studies 2 (8) 3131 ndash 3169
Allee K Bhattacharya N Black E and Christensen T (2007) Pro forma disclosure and
investor sophistication external validation of experimental evidence using archival data
Accounting Organizations and Society 32 (3) 201-222
Andersson P and Hellman N (2007) Does pro forma reporting bias analyst forecasts
European Accounting Review 16 (2) 277-289
Ashbaugh-Sakife H Collins D and LaFond R (2006) The effects of corporate governance on
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Bamber L Jiang J and Wang I (2010) Whats my style The influence of top managers on
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Bebchuk L Cohen A and Ferrell A (2009) What matters in corporate governance The
Review of Financial Studies 22 (2) 783-827
Beekes W and Brown P (2006) Do better-governed Australian firms make more informative
disclosures Journal of Business Finance amp Accounting 33 (3) 422-450
28
Bhattacharya N Black E Christensen T and Larson C (2003) Assessing the relative
informativeness and permanence of pro forma earnings and GAAP operating earnings
Journal of Accounting amp Economics 36 (1-3) 285-319
Black D Black E Christensen T and Waegelein J (2011) The effects of executive
compensation contracts and auditor effort on firms pro forma reporting decisions
Working paper - Duke University
Black D and Christensen T (2009) US managers‟ use of bdquopro forma‟ adjustments to meet
strategic earnings targets Journal of Business Finance amp Accounting 36 (3) 297-326
Bowen R Davis A and Matsumoto D (2005) Do firms strategically emphasize performance
metrics in their earnings press releases The Accounting Review 80 (4) 1011-1038
Brown L and Caylor M (2006) Corporate governance and firm valuation Journal of
Accounting and Public Policy 25 409-434
Brown L D and Sivakumar K (2003) Comparing the value relevance of two operating income
measures Review of Accounting Studies 8 (4) 561-572
Choi Y Lin S Walker M and Young S (2007) Disagreement over the persistence of
earnings components evidence on the properties of management-specific adjustments
to GAAP earnings Review of Accounting Studies 12 (4) 595-622
Committee on European Securities Regulators (2005) CESR recommendation on alternative
performance measures
Durnev A and Kim E (2005) To steal or not to steal firm attributes legal environment and
valuation The Journal of Finance 60 (3) 1461-1493
Elliott W (2006) Are investors influenced by pro forma emphasis and reconciliations in
earnings announcements The Accounting Review 81 (1) 113-133
29
Eng L and Mak Y (2003) Corporate governance and voluntary disclosure Journal of
Accounting and Public Policy 22 325-345
European Financial Reporting Advisory Group (2009) Pro-active accounting activities in
Europe Performance reporting an European discussion paper Brussels Belgium
EFRAG
Fama E (1980) Agency problems and theory of the firm Journal of Political Economy 88 (2)
288-307
Fich E and Shivdasani A (2006) Are busy boards effective monitors The Journal of Finance
61 (2) 689-724
Frankel R McVay S and Soliman M (2011) Non-GAAP earnings and board independence
Review of Accounting Studies forthcoming
Frederickson J and J Miller (2004) The effects of pro forma earnings disclosures on analysts‟
and nonprofessional investors‟ equity valuation judgments The Accounting Review
79 (3) 667-686
Gompers P Ishii J and Metrick A (2003) Corporate governance and equity prices Quarterly
Journal of Economics 118 107-155
Hitz J (2010) Press release disclosure of pro forma earnings metrics by large German
corporations - Empirical evidence and regulatory recommendations Accounting in
Europe 7 (1) 63-86
Holthausen R D Larcker and RSloan (1995) Annual Bonus Schemes and the Manipulation of
Earnings Journal of Accounting and Economics 19 29-74
30
Isidro H and Marques A (2010) The role of institutional and economic forces in the strategic
use of non-GAAP disclosures to beat earnings benchmarks Working paper - IUL
ISCTE Business School
Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
manager-adjusted non-GAAP earnings Journal of Business Finance amp Accounting
forthcoming
Jensen M (1993) Presidential address the modern industrial revolution exit and the failure of
internal control systems Journal of Finance 48 831ndash880
Jensen M and K Murphy (1990) Performance Pay and Top-Management Incentives Journal of
Political Economy (98) 2 225-264
Karamanou I and Vafeas N (2005) The association between corporate boards audit
committees and management earnings forecasts an empirical analysis Journal of
Accounting Research 43(3) 453-486
Klapper L and Love I (2004) Corporate governance investor protection and performance in
emerging markets Journal of Corporate Finance 10 703-728
Leone M (2010) Whats on the SEC radar CFOcom
Lougee B and Marquardt C (2004) Earnings quality and strategic disclosure an empirical
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Marques A (2006) SEC interventions and the frequency and usefulness of non-GAAP financial
measures Review of Accounting Studies 11 (4) 549-574
31
Marques A (2010) Disclosure strategies among SampP 500 firms Evidence on the disclosure of
non-GAAP financial measures and financial statements in earnings press releases
The British Accounting Review 42 119-131
Schadewitz H and Blevins D (1998) Major determinants of interim disclosures in an
emerging market American Business Review 16 (1) 41ndash55
Zhang H and Zheng L (2011) The valuation impact of reconciling pro forma earnings to
GAAP earnings Journal of Accounting an Economics 51 186-202
32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
11
strategies better governed firms tend to make more informative disclosures (Beekes and Brown
2006) Furthermore when good practices are in place corporate governance mechanisms can
counterbalance the weakness of regulation (Klapper and Love 2004) The intuition according to
Durnev and Kim (2005) is that good corporate governance ldquoplays a more important role in
alleviating the harmful effects of ineffective legal framework when regulation is weakrdquo Thus
we expect good governance practices to be particularly important in preventing opportunistic
non-GAAP reporting in Europe as there is no regulation Given that the board of directors is the
central internal control mechanism for monitoring managers (Fama 1980) we focus the analysis
of the effect of corporate governance on non-GAAP opportunistic reporting on the quality of the
board
To the best of our knowledge there are only two papers that analyze the effect of boards
on non-GAAP disclosures Frankel et al (2011) and Jennings and Marques (2011) both using
US data These studies analyze only one characteristic of the board the independence of its
members Their results indicate that independence of outside directors is associated with better
non-GAAP disclosures We extend these findings by measuring board quality via a score of
board characteristics as literature has established independence to be one important factor of the
efficiency of the board but not the only one The use of scores is common practice in the
corporate governance literature as it allows to take into the consideration the complexity and the
interactions of governance systems (eg Gompers et al 2003 Brown and Caylor 2006
Bebchuck et al 2009 Aggarwal et al 2009) In our score we consider independence and among
other things that busy boards are associated with weak corporate governance (Fich and
Shivdasani 2006) by evaluating attendance that when the CEO also holds the position of the
chairman of the board internal control systems may fail (Jensen 1993) due to the concentration
12
of decision management and decision control in one individual and that the independence of
committees is also important (Karamanou and Vafeas 2005) We expect to find a negative
association between our board quality score and the proxies for opportunistic reporting practices
indicating that better governed firms make more informative non-GAAP disclosures We divide
the hypothesis linked to board quality in four parts as follows
H2A The propensity to disclose non-GAAP earnings in earnings announcements‟ press
releases is lower when the board of directors follows more desirable corporate
governance standards
H2B The probability of firms adjusting GAAP earnings for recurring items when
calculating their non-GAAP figures is lower when the board of directors follows more
desirable corporate governance standards
H2C The prominence given to non-GAAP figures in the press release is reduced when
the board of directors follows more desirable corporate governance standards
H2D The probability of not disclosing a reconciliation between non-GAAP and GAAP
earnings decreases when the board of directors follows more desirable corporate
governance standards
3 Data and sample
13
We begin our sample selection process with all firms included in the Financial Times
2006 classification of the 500 largest European firms which is based on the 2005 financial
reports The selection criteria results in a sample of large firms that are followed carefully by all
agents in the financial markets We eliminate from the sample financial institutions and utilities‟
firms as these are subject to specific regulations After removing firms-years with missing press
releases the sample comprise 805 observations representing 318 firms from 20 European
countries for the period 2003 to 2005 For every one of these firm-years we obtain financial data
from WorldscopeDatastreamIBES For data on managers‟ compensation and board
characteristics we rely on the data provided by Institutional Shareholder Services (ISS) The data
on ownership is collected from LionShares
We hand-collect non-GAAP information from press releases of the annual earnings
announcements which are obtained via Factiva or the firms‟ websites We collect information
about the manager-adjusted non-GAAP financial measures from the press release in order to
obtain the most accurate information about managers‟ disclosures To be conservative when the
label given to the earnings measure was dubious we did not consider these as non-GAAP
financial measures3 We also hand-collect whether or not the firms disclose a reconciliation
Given that the CESR does not recommend the use of a tabular reconciliation we consider that
firms disclose a reconciliation if information about the adjustments is presented even if this is
part of the text of the press release
When reading the annual earnings announcements‟ press releases it became clear that the
voluntarily disclosure of non-GAAP financial measures was widespread in European firms An
analysis of the data collected reveals that in all industries the majority of the firms disclose non-
3 It is also important to take into consideration that we only collect non-GAAP measures that in some way portray a
firm‟s results (ie all sorts of earnings numbers) Thus we ignore measures related with other aspects of a firm‟s
performance (sales for example)
14
GAAP measures (Table 1 Panel A)4 In fact 80 of the press releases include at least one non-
GAAP earnings figure This practice is more prevalent in manufacturing materials and
electronics and transportation and communication though
Panel B of Table 1 indicates that GAAP earnings are often adjusted for items that are
considered recurring such as RampD expenses depreciation expenses stock-based compensation
and tax-related values (63 of observations) That practice is common across all industries
Further we calculate how many of the non-GAAP numbers are a result of adjusting for revenue
items instead of expenses (ie cases where the non-GAAP number is lower than the GAAP
figure) We find that this happens in only 11 of the non-GAAP disclosures
Disclosing firms typically report non-GAAP earnings measures in a more prominent
location of the press release than GAAP earnings figures (Table 1 Panel C) In fact firms give a
higher emphasis to non-GAAP earnings in 83 of the cases where such a number is present in
the press release As non-GAAP earnings figures are usually higher than the corresponding
GAAP figures this evidence suggests an intention to depict a better picture of firms‟
performance which can lead to higher compensation5 The most common location where
managers disclose non-GAAP earnings is the area of subtitles or highlights of the press release
ie right after the title and before the text Furthermore the emphasis given to non-GAAP
figures varies significantly across industries
Panel D of Table 1 shows the percentage of firms that disclose a reconciliation in their
press release given that a non-GAAP disclosure was made Our findings indicate that in
approximately 66 of the cases firms choose to disclose some kind of reconciliation between the
non-GAAP measures and the corresponding GAAP figures This means there are still firms that
4 Industry classification is based on the two-digit SIC codes
5 This evidence should be interpreted with caution as most of the adjustments to GAAP earnings are income-
decreasing (Hitz 2010)
15
do not follow the CESR recommendation of defining the components included in their
alternative performance measures Further analysis reveals that only 36 disclose a tabular
reconciliation
ltInsert table 1 heregt
Finally we calculate the percentage of the sample firms that simultaneously adjust for
recurring items and give a higher prominence to non-GAAP earnings measures than to GAAP
earnings figures in the press release as these practices can easily be classified as misleading
Untabulated results indicate that over 60 of firms adjust for recurring items while at same time
give more emphasis to non-GAAP numbers Although this descriptive evidence seems to
indicate the existence of many cases of opportunistic reporting of non-GAAP it is still possible
that some firms do report non-GAAP to transfer private information to the market These
observations if they exist will work against us finding results which support our expectations
4 Research design and descriptive results
Our hypotheses assess the effect of compensation and board quality on firms‟ non-GAAP
reporting decisions that are likely to indicate opportunistic reporting This association is studied
using the following model
Non-GAAP reporting decision =
f (Compensation + Board quality + Other firm incentives)
16
We measure the dependent variable non-GAAP reporting decision in four alternative
ways in accordance with the hypotheses presented in section 2 Firstly we consider whether or
not a firm discloses a non-GAAP measure in the annual earnings announcement press release In
this case function f takes the form of a logistic regression where the dependent variable is non-
GAAP disclosure an indicator variable coded as one when the firm reports non-GAAP figures in
the earnings announcement press release and zero otherwise
Secondly we study the choice of adjustments made to GAAP earnings in the calculation
of non-GAAP figures Recurring adjustments is an indicator variable taking the value of one if
the firm excludes from GAAP earnings recurring items such as RampD expenses depreciation
expenses stock-based compensation items and tax-related and zero otherwise In this case
function f takes the form of a logistic regression
Thirdly we look at the emphasis given to the first non-GAAP measure disclosed - the
categories used in the classification of the variable non-GAAP emphasis are as follows (1) title
(2) subtitle or highlights (3) first or second paragraph (4) third paragraph or lower In this case
the function f takes the form of a multinomial logistic regression where the dependent variable is
coded as one two three or four according to the emphasis given and five otherwise (ie when
the non-GAAP measure is disclosed in a less prominent location of the press release near the
financial statements or no non-GAAP measure is disclosed)6
Lastly we analyze whether managers disclose information regarding the reconciliation
between non-GAAP earnings and the corresponding GAAP measure (in a tabular format or
through written explanations) To be consistent with the previous analyses where we expect the
voluntary reporting decision to be positively (negatively) associated with compensation (board
6 Category five joins the cases where non-GAAP figures are disclosed in the financial statements and the cases
where no non-GAAP numbers are disclosed as in some countries (eg Spain) financial statements have rigid
formats leaving no room for non-GAAP measures This is mentioned in Appendix 1 of the 2009 EFRAG report
17
quality) we define NoReconciliation in the negative way ie as an indicator variable coded as
one if the firm does not report a reconciliation between non-GAAP and the corresponding GAAP
earnings measure in the annual announcement‟ press release and zero otherwise The function f
takes the form of a logistic regression
Compensation is an indicator variable coded as one when directors receive all or a part of
their fees in stock and options grants which are aligned with the firm market performance7
Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009)8 For
each of the 11 board characteristics considered a value of one is assigned whenever the board
attribute is present and a value of zero is attributed otherwise Then all the attributes‟ values are
added to form a board quality score Table 2 presents the percentage of observations where the
criteria used to measure board quality and managers‟ compensation are met The CEO is not the
chairman of the board in more than 90 of the cases there is no former CEO on the board in
835 of the cases and the CEO does not have related-party transactions in 678 of cases On
the other hand the attendance of most board meetings is relatively low (in only 354 of cases
all directors have attended at least 75 of the meetings) The independence of board committees
also varies Compensation committees are predominantly independent but audit committees have
only a majority of independent members in 86 of the cases Regarding compensation we find
that in 606 of the firm-years directors receive all or a portion of their fees in stock and option
grants that are aligned with the firm‟s market performance Thus performance-based
compensation is a wide-spread practice in our sample
7 We recognize that a continuous variable (as the percentage of total compensation that is paid in stock and options
grants which are aligned with company market performance) might be more informative than an indicator variable
However we were unable to find such information for the sample firms 8 Aggarwal et al (2009) consider 25 board attributes and 10 compensation and ownership attributes We included
only 11 attributes in our score because the remaining attributes are coded missing for more than one quarter of the
sample
18
ltInsert table 2 heregt
Other firm incentives refer to firm specific characteristics that affect non-GAAP reporting
choices We consider the following disclosure incentives The proportion of institutional and
insider ownership as a strong presence of these shareholders reduces the need for public
voluntary disclosures (eg Schadewitz and Blevins 1998 and Eng and Mak 2003)9 Consensus
beating (indicator variable coded one if non-GAAP earnings meet or beat the analysts‟ consensus
forecast and GAAP earnings do not and zero otherwise) and analyst following (log of the
number of analysts following the firm) proxy for the influence of financial analysts on non-
GAAP reporting Following previous studies on the determinants of non-GAAP disclosures (eg
Lougee and Marquardt 2004 and Marques 2006) we also include the proportion of intangibles
(intangibles to total assets) special items (indicator variable coded as one if the firm reports
special items and zero otherwise) earnings variability (standard deviation of earnings to assets in
the previous three fiscal years) size (log of market value) and leverage (debt to total assets)
Finally we control for firms that cross-list in US markets as these firms are subject to strict
regulations regarding non-GAAP disclosures (Regulation G)
Table 3 reports descriptive statistics on the financial characteristics of the sample used in
the multivariate analysis A comparison of the first two lines of Table 3 Panel A reveals that the
mean of non-GAAP EPS is 367euro while the mean of the GAAP EPS is just 271euro10
This result is
in line with findings of other studies as firms tend to adjust their GAAP figures mainly by
9 Insider ownership considers ownership positions held by non-buy-side entities such as officers directors public
and private companies and ESOPs Thus it includes managers families financial institutions and other firms 10
Sometimes firms disclose more than one non-GAAP earnings figure in their press release When that happens we
use the first non-GAAP figure disclosed by the firm (ie the one to which more emphasis is given in the press
release) to calculate the mean non-GAAP EPS
19
excluding expenses which leads to non-GAAP figures higher than the comparable GAAP
number This practice has caused concerns among regulators and investors as often it leads to the
presentation of a positive non-GAAP earnings number while the corresponding GAAP earnings
figure is in fact a loss IOSCO (the International Organization of Securities Commission) issued
a cautionary statement in 2002 where it stated problems arise if non-GAAP measures are used in
such a way ldquoas to obscure the financial results determined according to GAAP or provide and
incomplete description of true financial resultsrdquo
On average institutional investors hold 28 of the firms‟ shares and insider investors
hold 23 of the shares The average sample firm is followed by 17 analysts (corresponding to a
log of 402) has market capitalization around 14500 thousand Euros (a log of 884) and a debt
to assets ratio of 28 Panel B of Table 3 reports frequencies for the discrete variables In
approximately one third of the cases non-GAAP earnings is higher than analysts‟ forecasts while
GAAP earnings measures show that the firm does not meet the consensus Some of the sample
firms are cross-listed in US markets (36) and most report special and extraordinary items
(854)
ltInsert table 3 heregt
Table 4 presents the Pearson correlation matrix for the variables included in our
multivariate analysis Results indicate that performance-based compensation is positively
correlated with the decision to make a non-GAAP disclosure and the decision to not disclose
reconciliation information between non-GAAP and GAAP measures These correlations suggest
that compensation is an important determinant of non-GAAP disclosure decisions Apart of
20
compensation the decision to disclose a non-GAAP figure is associated with analyst attention to
the firm (ie number of analysts following and beating analyst earnings forecasts) insider
ownership the level of intangibles and the existence of special items As expected firms‟
adjustments to GAAP earnings are positively correlated with intangibles (which include
goodwill) and special items We also find a positive correlation between the fact that firms make
adjustments for recurring items and insider ownership and special items and a negative
correlation between this and institutional ownership and cross-listing in the US Finally the
emphasis given to non-GAAP information in the press release is positively correlated with
intangibles and the fact that non-GAAP numbers beat the analysts‟ target and negatively
correlated with insider ownership
ltInsert table 4 heregt
5 Results on the association between compensation board quality and non-GAAP
reporting decisions
Table 5 presents the empirical results of our study of the relation between compensation
board quality and the decision to disclose non-GAAP earnings measures The first estimation of
the logit model (column 1) considers only the impact of compensation on the disclosure decision
the second estimation of the logit model (column 2) considers the impact of board quality by
itself and the third set of results (column 3) considers the two factors concurrently The two
coefficients estimated for performance-base compensation are positive and statistically
significant (columns 1 and 3) This result supports hypothesis 1A as the propensity to disclose
non-GAAP earnings in earnings announcements‟ press releases is higher when compensation is
21
linked to the market performance of the firm Consistent with hypothesis 2A the estimated
coefficients for board quality are negative and statistically significant (columns 2 and 3) That is
the probability of reporting discretionary non-GAAP measures is lower when the board of
directors follows more desirable corporate governance standards Thus while compensation
contracts linked to performance can encourage firms to disclose non-GAAP measures
opportunistically (and in ways that can mislead investors) effective boards can counteract this
effect
The results for the other firm factors are in line with previous academic findings Both
measures of ownership are negative and statistically significant in the three specifications of our
model This supports the idea that a higher level of institutional ownership is associated with less
disclosure of non-GAAP figures that might be opportunistic (Jennings and Marques 2011)
Given that in Europe capital is traditionally less dispersed and family firms are still prevalent
there is less need for voluntary public information while at the same time there is closer
monitoring over managers‟ actions This is consistent with our findings for insider ownership
The results for consensus beating suggest that managers use the disclosure of non-GAAP figures
to appear to meet or beat analyst earnings benchmarks (as documented in Black and Christensen
2009 and Isidro and Marques 2010)
ltInsert table 5 heregt
Table 6 presents the results of the analysis of the association between compensation
board quality and the adjustment for recurring items in firms‟ calculation of non-GAAP earnings
measures Black and Christensen (2009) find that managers opportunistically exclude from
22
GAAP earnings recurring items such as RampD expenses depreciation expenses stock-based
compensation items and tax-related charges Our estimation shows that in the two models where
compensation is included (columns 1 and 3) the coefficients are positive and statistically
significant suggesting that in firms where compensation is tied to market performance there is a
higher probability of adjusting GAAP earnings for items that are recurring This is consistent
with hypothesis 1B We find no impact of board quality on the propensity to adjust for recurring
items Thus we are unable to reject the null hypothesis on the case of hypothesis 2B This may
be because the board does not have detailed information on how recurring the items excluded
can be Institutional shareholders and insiders seem to have a disciplinary effect of the
adjustment for recurring items as both sets of estimated coefficients (columns 1 and 3) are
negative and statistically significant
As a robustness check we also run an OLS model where the dependent variable is the
total value of the adjustments made ie non-GAAP earnings per share minus GAAP earnings
per share This is a weaker test of our hypothesis as the variable may also include adjustments
for items that are in fact non-recurring (and thus justifiable) Non-tabulated results for this
specification are consistent with those presented in Table 6 suggesting that compensation is an
important motive for opportunistic reporting of non-GAAP information11
lt Insert table 6 heregt
Table 7 presents the results of the analysis of the association between compensation
board quality and the emphasis that managers give to non-GAAP earnings measures in the press
11
Consistent with this being a weaker test of managers‟ intentions the estimated coefficients have a lower level of
statistical significance
23
release As before the first estimation of our model considers the impact of compensation on the
disclosure decision the second estimation considers the impact of board quality and the third set
of results considers the two factors concurrently Given that this analysis is performed using a
multinomial logistic regression we divide the table into 4 panels each one corresponding to a
specific position of the non-GAAP measures in the earnings announcement press release
Panel A which analyzes non-GAAP disclosures in the title of the press release shows
that the estimated coefficient for our compensation variable is positive and statistically
significant That is when compensation is linked to the performance of the firm the non-GAAP
earnings measure disclosed is in the title of the press release more often as compared to
reporting it in the financial statements (the part of the press release not considered in any panel)
or not reporting it at all However compensation does not affect the positioning of non-GAAP
measures significantly in any other part of the press release This result suggests that when firms
position their non-GAAP measures strategically they tend to include it in the title of the press
release which is consistent with firms giving more emphasis to non-GAAP measures whenever
they have a strategic reason for doing so This practice can have an important impact in financial
markets as price reactions to earnings announcements tend to be higher when the non-GAAP
number is placed first in the press release particularly from less-sophisticated investors (Allee et
al 2007)
The results for board quality reveal that this variable is negatively associated with the
emphasis given to non-GAAP measures in all panels when considered independently from
managers‟ compensation (column 2) This is consistent with our hypothesis 2C When
considered concurrently with managers‟ compensation (column 3) the estimated coefficients for
board quality remain negative and statistically significant except in Panel B where the
24
coefficient although negative is not statistically different from zero Given that in the third
model of panel A where the two measures are considered concurrently compensation has a
positive and significant effect while board quality has a negative and significant effect we
conclude that board quality can reduce opportunistic emphasis given to non-GAAP disclosures
motivated by compensation For economy of space we do not tabulate the results for the other
firm factors but these are consistent with previous findings
ltInsert Table 7 heregt
Our last set of hypotheses (1D and 2D) states that the non disclosure of a reconciliation
between non-GAAP and GAAP earnings is more (less) likely when compensation is linked to
firm performance (when the board of directors follows more desirable corporate governance
standards) Estimation results presented in Table 8 indicate that performance-based
compensation contracts seem to restrain the disclosure of information that allows users of
financial statements to reconcile non-GAAP to GAAP earnings As firms tend to make higher
adjustments to GAAP figures when compensation is aligned with firm performance avoiding the
disclosure of detailed information about the adjustments made helps to portray a better picture of
firm performance However our results also indicate that board quality does not impact on the
decision to provide reconciliation information
A caveat of our reconciliation results is that in certain regimes providing reconciliations
is not a voluntary decision but a requirement imposed either by accounting or market rules For
example in the UK Financial Reporting Standard 3 (Accounting Standards Board 1993)
requires alternative earnings per share figures to be reconciled with a GAAP figure and in
25
France the Autoriteacute des Marcheacutes Financiers has a similar request However there is also
evidence that firms in certain countries do not follow these rules (eg Aubert 2010 reports that
in France reconciliations are rarely provided by managers) As a robustness check we repeat the
empirical analysis excluding firms from these two countries The results are weaker but in line
with the findings reported in Table 8 We also find similar conclusions for the reconciliation
analysis when we distinguish between tabular reconciliations and written reconciliations and
when we exclude firms cross-listed in the US where reconciliations are required
ltInsert table 8 heregt
Presenting a reconciliation between GAAP and non-GAAP numbers can help investors
understand the adjustments made Thus reporting a reconciliation may interfere with firms‟
choices regarding non-GAAP reporting namely adjusting for items that are recurring and giving
a high emphasis to non-GAAP figures in the press release To check for this effect we re-run the
equations of tables 6 and 7 for the subsample of observations that report a reconciliation The
results are consistent with our initial analysis suggesting that firms‟ disclosing practices are not
conditioned by the presentation of reconciliation information
6 Conclusion
For a set of international firms we analyze how compensation and good corporate
governance in the board of directors influences non-GAAP reporting decisions We analyze four
26
aspects of non-GAAP reporting that are often associated with firms‟ opportunistic intention to
portray a better image of their performance the decision to make a non-GAAP disclosure the
fact that some firms make adjustments for recurring items to GAAP earnings to calculate a non-
GAAP measure the high emphasis given to non-GAAP measures in the press release and not
disclosing a reconciliation that explains the difference between non-GAAP and GAAP earnings
We expect and find a positive relation between those discretionary aspects of non-GAAP
reporting and the fact that firms pay all or a portion of compensation in stock and option grants
aligned with firm performance Our findings suggest that performance-based compensation
encourages firms to use non-GAAP information opportunistically in order to boost users‟
perceptions about firm performance and thus maximize compensation The empirical results also
indicate that an efficient board of directors capable of monitoring firms‟ actions can help
counteract some of the discretionary disclosure choices In particular we find that an efficient
board of directors can reduce the likelihood of disclosing non-GAAP figures and reduce the
emphasis given to non-GAAP information in the press release However the exclusion of
recurring items from GAAP earnings and the decision to present reconciliation between non-
GAAP and GAAP measures do not seem to be influenced by the quality of the board It is
possible that the board does not monitor these reporting aspects Our results suggests that
internal corporate controls have only limited influence over firms‟ non-GAAP disclosure
decisions which may be of interest to regulators interested in the introduction of non-GAAP
rules in Europe
27
References
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Aboody D and Kasznik R (2000) CEO stock option awards and the timing of corporate
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Aggarwal R Erel I Stulz R and Williamson R (2009) Differences in governance practices
between US and foreign firms measurement causes and consequences Review of
Financial Studies 2 (8) 3131 ndash 3169
Allee K Bhattacharya N Black E and Christensen T (2007) Pro forma disclosure and
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Accounting Organizations and Society 32 (3) 201-222
Andersson P and Hellman N (2007) Does pro forma reporting bias analyst forecasts
European Accounting Review 16 (2) 277-289
Ashbaugh-Sakife H Collins D and LaFond R (2006) The effects of corporate governance on
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Bamber L Jiang J and Wang I (2010) Whats my style The influence of top managers on
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Bebchuk L Cohen A and Ferrell A (2009) What matters in corporate governance The
Review of Financial Studies 22 (2) 783-827
Beekes W and Brown P (2006) Do better-governed Australian firms make more informative
disclosures Journal of Business Finance amp Accounting 33 (3) 422-450
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Bhattacharya N Black E Christensen T and Larson C (2003) Assessing the relative
informativeness and permanence of pro forma earnings and GAAP operating earnings
Journal of Accounting amp Economics 36 (1-3) 285-319
Black D Black E Christensen T and Waegelein J (2011) The effects of executive
compensation contracts and auditor effort on firms pro forma reporting decisions
Working paper - Duke University
Black D and Christensen T (2009) US managers‟ use of bdquopro forma‟ adjustments to meet
strategic earnings targets Journal of Business Finance amp Accounting 36 (3) 297-326
Bowen R Davis A and Matsumoto D (2005) Do firms strategically emphasize performance
metrics in their earnings press releases The Accounting Review 80 (4) 1011-1038
Brown L and Caylor M (2006) Corporate governance and firm valuation Journal of
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Brown L D and Sivakumar K (2003) Comparing the value relevance of two operating income
measures Review of Accounting Studies 8 (4) 561-572
Choi Y Lin S Walker M and Young S (2007) Disagreement over the persistence of
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Committee on European Securities Regulators (2005) CESR recommendation on alternative
performance measures
Durnev A and Kim E (2005) To steal or not to steal firm attributes legal environment and
valuation The Journal of Finance 60 (3) 1461-1493
Elliott W (2006) Are investors influenced by pro forma emphasis and reconciliations in
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29
Eng L and Mak Y (2003) Corporate governance and voluntary disclosure Journal of
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European Financial Reporting Advisory Group (2009) Pro-active accounting activities in
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EFRAG
Fama E (1980) Agency problems and theory of the firm Journal of Political Economy 88 (2)
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Fich E and Shivdasani A (2006) Are busy boards effective monitors The Journal of Finance
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Frankel R McVay S and Soliman M (2011) Non-GAAP earnings and board independence
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Gompers P Ishii J and Metrick A (2003) Corporate governance and equity prices Quarterly
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Hitz J (2010) Press release disclosure of pro forma earnings metrics by large German
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Holthausen R D Larcker and RSloan (1995) Annual Bonus Schemes and the Manipulation of
Earnings Journal of Accounting and Economics 19 29-74
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Isidro H and Marques A (2010) The role of institutional and economic forces in the strategic
use of non-GAAP disclosures to beat earnings benchmarks Working paper - IUL
ISCTE Business School
Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
manager-adjusted non-GAAP earnings Journal of Business Finance amp Accounting
forthcoming
Jensen M (1993) Presidential address the modern industrial revolution exit and the failure of
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Jensen M and K Murphy (1990) Performance Pay and Top-Management Incentives Journal of
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Karamanou I and Vafeas N (2005) The association between corporate boards audit
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The British Accounting Review 42 119-131
Schadewitz H and Blevins D (1998) Major determinants of interim disclosures in an
emerging market American Business Review 16 (1) 41ndash55
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32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
12
of decision management and decision control in one individual and that the independence of
committees is also important (Karamanou and Vafeas 2005) We expect to find a negative
association between our board quality score and the proxies for opportunistic reporting practices
indicating that better governed firms make more informative non-GAAP disclosures We divide
the hypothesis linked to board quality in four parts as follows
H2A The propensity to disclose non-GAAP earnings in earnings announcements‟ press
releases is lower when the board of directors follows more desirable corporate
governance standards
H2B The probability of firms adjusting GAAP earnings for recurring items when
calculating their non-GAAP figures is lower when the board of directors follows more
desirable corporate governance standards
H2C The prominence given to non-GAAP figures in the press release is reduced when
the board of directors follows more desirable corporate governance standards
H2D The probability of not disclosing a reconciliation between non-GAAP and GAAP
earnings decreases when the board of directors follows more desirable corporate
governance standards
3 Data and sample
13
We begin our sample selection process with all firms included in the Financial Times
2006 classification of the 500 largest European firms which is based on the 2005 financial
reports The selection criteria results in a sample of large firms that are followed carefully by all
agents in the financial markets We eliminate from the sample financial institutions and utilities‟
firms as these are subject to specific regulations After removing firms-years with missing press
releases the sample comprise 805 observations representing 318 firms from 20 European
countries for the period 2003 to 2005 For every one of these firm-years we obtain financial data
from WorldscopeDatastreamIBES For data on managers‟ compensation and board
characteristics we rely on the data provided by Institutional Shareholder Services (ISS) The data
on ownership is collected from LionShares
We hand-collect non-GAAP information from press releases of the annual earnings
announcements which are obtained via Factiva or the firms‟ websites We collect information
about the manager-adjusted non-GAAP financial measures from the press release in order to
obtain the most accurate information about managers‟ disclosures To be conservative when the
label given to the earnings measure was dubious we did not consider these as non-GAAP
financial measures3 We also hand-collect whether or not the firms disclose a reconciliation
Given that the CESR does not recommend the use of a tabular reconciliation we consider that
firms disclose a reconciliation if information about the adjustments is presented even if this is
part of the text of the press release
When reading the annual earnings announcements‟ press releases it became clear that the
voluntarily disclosure of non-GAAP financial measures was widespread in European firms An
analysis of the data collected reveals that in all industries the majority of the firms disclose non-
3 It is also important to take into consideration that we only collect non-GAAP measures that in some way portray a
firm‟s results (ie all sorts of earnings numbers) Thus we ignore measures related with other aspects of a firm‟s
performance (sales for example)
14
GAAP measures (Table 1 Panel A)4 In fact 80 of the press releases include at least one non-
GAAP earnings figure This practice is more prevalent in manufacturing materials and
electronics and transportation and communication though
Panel B of Table 1 indicates that GAAP earnings are often adjusted for items that are
considered recurring such as RampD expenses depreciation expenses stock-based compensation
and tax-related values (63 of observations) That practice is common across all industries
Further we calculate how many of the non-GAAP numbers are a result of adjusting for revenue
items instead of expenses (ie cases where the non-GAAP number is lower than the GAAP
figure) We find that this happens in only 11 of the non-GAAP disclosures
Disclosing firms typically report non-GAAP earnings measures in a more prominent
location of the press release than GAAP earnings figures (Table 1 Panel C) In fact firms give a
higher emphasis to non-GAAP earnings in 83 of the cases where such a number is present in
the press release As non-GAAP earnings figures are usually higher than the corresponding
GAAP figures this evidence suggests an intention to depict a better picture of firms‟
performance which can lead to higher compensation5 The most common location where
managers disclose non-GAAP earnings is the area of subtitles or highlights of the press release
ie right after the title and before the text Furthermore the emphasis given to non-GAAP
figures varies significantly across industries
Panel D of Table 1 shows the percentage of firms that disclose a reconciliation in their
press release given that a non-GAAP disclosure was made Our findings indicate that in
approximately 66 of the cases firms choose to disclose some kind of reconciliation between the
non-GAAP measures and the corresponding GAAP figures This means there are still firms that
4 Industry classification is based on the two-digit SIC codes
5 This evidence should be interpreted with caution as most of the adjustments to GAAP earnings are income-
decreasing (Hitz 2010)
15
do not follow the CESR recommendation of defining the components included in their
alternative performance measures Further analysis reveals that only 36 disclose a tabular
reconciliation
ltInsert table 1 heregt
Finally we calculate the percentage of the sample firms that simultaneously adjust for
recurring items and give a higher prominence to non-GAAP earnings measures than to GAAP
earnings figures in the press release as these practices can easily be classified as misleading
Untabulated results indicate that over 60 of firms adjust for recurring items while at same time
give more emphasis to non-GAAP numbers Although this descriptive evidence seems to
indicate the existence of many cases of opportunistic reporting of non-GAAP it is still possible
that some firms do report non-GAAP to transfer private information to the market These
observations if they exist will work against us finding results which support our expectations
4 Research design and descriptive results
Our hypotheses assess the effect of compensation and board quality on firms‟ non-GAAP
reporting decisions that are likely to indicate opportunistic reporting This association is studied
using the following model
Non-GAAP reporting decision =
f (Compensation + Board quality + Other firm incentives)
16
We measure the dependent variable non-GAAP reporting decision in four alternative
ways in accordance with the hypotheses presented in section 2 Firstly we consider whether or
not a firm discloses a non-GAAP measure in the annual earnings announcement press release In
this case function f takes the form of a logistic regression where the dependent variable is non-
GAAP disclosure an indicator variable coded as one when the firm reports non-GAAP figures in
the earnings announcement press release and zero otherwise
Secondly we study the choice of adjustments made to GAAP earnings in the calculation
of non-GAAP figures Recurring adjustments is an indicator variable taking the value of one if
the firm excludes from GAAP earnings recurring items such as RampD expenses depreciation
expenses stock-based compensation items and tax-related and zero otherwise In this case
function f takes the form of a logistic regression
Thirdly we look at the emphasis given to the first non-GAAP measure disclosed - the
categories used in the classification of the variable non-GAAP emphasis are as follows (1) title
(2) subtitle or highlights (3) first or second paragraph (4) third paragraph or lower In this case
the function f takes the form of a multinomial logistic regression where the dependent variable is
coded as one two three or four according to the emphasis given and five otherwise (ie when
the non-GAAP measure is disclosed in a less prominent location of the press release near the
financial statements or no non-GAAP measure is disclosed)6
Lastly we analyze whether managers disclose information regarding the reconciliation
between non-GAAP earnings and the corresponding GAAP measure (in a tabular format or
through written explanations) To be consistent with the previous analyses where we expect the
voluntary reporting decision to be positively (negatively) associated with compensation (board
6 Category five joins the cases where non-GAAP figures are disclosed in the financial statements and the cases
where no non-GAAP numbers are disclosed as in some countries (eg Spain) financial statements have rigid
formats leaving no room for non-GAAP measures This is mentioned in Appendix 1 of the 2009 EFRAG report
17
quality) we define NoReconciliation in the negative way ie as an indicator variable coded as
one if the firm does not report a reconciliation between non-GAAP and the corresponding GAAP
earnings measure in the annual announcement‟ press release and zero otherwise The function f
takes the form of a logistic regression
Compensation is an indicator variable coded as one when directors receive all or a part of
their fees in stock and options grants which are aligned with the firm market performance7
Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009)8 For
each of the 11 board characteristics considered a value of one is assigned whenever the board
attribute is present and a value of zero is attributed otherwise Then all the attributes‟ values are
added to form a board quality score Table 2 presents the percentage of observations where the
criteria used to measure board quality and managers‟ compensation are met The CEO is not the
chairman of the board in more than 90 of the cases there is no former CEO on the board in
835 of the cases and the CEO does not have related-party transactions in 678 of cases On
the other hand the attendance of most board meetings is relatively low (in only 354 of cases
all directors have attended at least 75 of the meetings) The independence of board committees
also varies Compensation committees are predominantly independent but audit committees have
only a majority of independent members in 86 of the cases Regarding compensation we find
that in 606 of the firm-years directors receive all or a portion of their fees in stock and option
grants that are aligned with the firm‟s market performance Thus performance-based
compensation is a wide-spread practice in our sample
7 We recognize that a continuous variable (as the percentage of total compensation that is paid in stock and options
grants which are aligned with company market performance) might be more informative than an indicator variable
However we were unable to find such information for the sample firms 8 Aggarwal et al (2009) consider 25 board attributes and 10 compensation and ownership attributes We included
only 11 attributes in our score because the remaining attributes are coded missing for more than one quarter of the
sample
18
ltInsert table 2 heregt
Other firm incentives refer to firm specific characteristics that affect non-GAAP reporting
choices We consider the following disclosure incentives The proportion of institutional and
insider ownership as a strong presence of these shareholders reduces the need for public
voluntary disclosures (eg Schadewitz and Blevins 1998 and Eng and Mak 2003)9 Consensus
beating (indicator variable coded one if non-GAAP earnings meet or beat the analysts‟ consensus
forecast and GAAP earnings do not and zero otherwise) and analyst following (log of the
number of analysts following the firm) proxy for the influence of financial analysts on non-
GAAP reporting Following previous studies on the determinants of non-GAAP disclosures (eg
Lougee and Marquardt 2004 and Marques 2006) we also include the proportion of intangibles
(intangibles to total assets) special items (indicator variable coded as one if the firm reports
special items and zero otherwise) earnings variability (standard deviation of earnings to assets in
the previous three fiscal years) size (log of market value) and leverage (debt to total assets)
Finally we control for firms that cross-list in US markets as these firms are subject to strict
regulations regarding non-GAAP disclosures (Regulation G)
Table 3 reports descriptive statistics on the financial characteristics of the sample used in
the multivariate analysis A comparison of the first two lines of Table 3 Panel A reveals that the
mean of non-GAAP EPS is 367euro while the mean of the GAAP EPS is just 271euro10
This result is
in line with findings of other studies as firms tend to adjust their GAAP figures mainly by
9 Insider ownership considers ownership positions held by non-buy-side entities such as officers directors public
and private companies and ESOPs Thus it includes managers families financial institutions and other firms 10
Sometimes firms disclose more than one non-GAAP earnings figure in their press release When that happens we
use the first non-GAAP figure disclosed by the firm (ie the one to which more emphasis is given in the press
release) to calculate the mean non-GAAP EPS
19
excluding expenses which leads to non-GAAP figures higher than the comparable GAAP
number This practice has caused concerns among regulators and investors as often it leads to the
presentation of a positive non-GAAP earnings number while the corresponding GAAP earnings
figure is in fact a loss IOSCO (the International Organization of Securities Commission) issued
a cautionary statement in 2002 where it stated problems arise if non-GAAP measures are used in
such a way ldquoas to obscure the financial results determined according to GAAP or provide and
incomplete description of true financial resultsrdquo
On average institutional investors hold 28 of the firms‟ shares and insider investors
hold 23 of the shares The average sample firm is followed by 17 analysts (corresponding to a
log of 402) has market capitalization around 14500 thousand Euros (a log of 884) and a debt
to assets ratio of 28 Panel B of Table 3 reports frequencies for the discrete variables In
approximately one third of the cases non-GAAP earnings is higher than analysts‟ forecasts while
GAAP earnings measures show that the firm does not meet the consensus Some of the sample
firms are cross-listed in US markets (36) and most report special and extraordinary items
(854)
ltInsert table 3 heregt
Table 4 presents the Pearson correlation matrix for the variables included in our
multivariate analysis Results indicate that performance-based compensation is positively
correlated with the decision to make a non-GAAP disclosure and the decision to not disclose
reconciliation information between non-GAAP and GAAP measures These correlations suggest
that compensation is an important determinant of non-GAAP disclosure decisions Apart of
20
compensation the decision to disclose a non-GAAP figure is associated with analyst attention to
the firm (ie number of analysts following and beating analyst earnings forecasts) insider
ownership the level of intangibles and the existence of special items As expected firms‟
adjustments to GAAP earnings are positively correlated with intangibles (which include
goodwill) and special items We also find a positive correlation between the fact that firms make
adjustments for recurring items and insider ownership and special items and a negative
correlation between this and institutional ownership and cross-listing in the US Finally the
emphasis given to non-GAAP information in the press release is positively correlated with
intangibles and the fact that non-GAAP numbers beat the analysts‟ target and negatively
correlated with insider ownership
ltInsert table 4 heregt
5 Results on the association between compensation board quality and non-GAAP
reporting decisions
Table 5 presents the empirical results of our study of the relation between compensation
board quality and the decision to disclose non-GAAP earnings measures The first estimation of
the logit model (column 1) considers only the impact of compensation on the disclosure decision
the second estimation of the logit model (column 2) considers the impact of board quality by
itself and the third set of results (column 3) considers the two factors concurrently The two
coefficients estimated for performance-base compensation are positive and statistically
significant (columns 1 and 3) This result supports hypothesis 1A as the propensity to disclose
non-GAAP earnings in earnings announcements‟ press releases is higher when compensation is
21
linked to the market performance of the firm Consistent with hypothesis 2A the estimated
coefficients for board quality are negative and statistically significant (columns 2 and 3) That is
the probability of reporting discretionary non-GAAP measures is lower when the board of
directors follows more desirable corporate governance standards Thus while compensation
contracts linked to performance can encourage firms to disclose non-GAAP measures
opportunistically (and in ways that can mislead investors) effective boards can counteract this
effect
The results for the other firm factors are in line with previous academic findings Both
measures of ownership are negative and statistically significant in the three specifications of our
model This supports the idea that a higher level of institutional ownership is associated with less
disclosure of non-GAAP figures that might be opportunistic (Jennings and Marques 2011)
Given that in Europe capital is traditionally less dispersed and family firms are still prevalent
there is less need for voluntary public information while at the same time there is closer
monitoring over managers‟ actions This is consistent with our findings for insider ownership
The results for consensus beating suggest that managers use the disclosure of non-GAAP figures
to appear to meet or beat analyst earnings benchmarks (as documented in Black and Christensen
2009 and Isidro and Marques 2010)
ltInsert table 5 heregt
Table 6 presents the results of the analysis of the association between compensation
board quality and the adjustment for recurring items in firms‟ calculation of non-GAAP earnings
measures Black and Christensen (2009) find that managers opportunistically exclude from
22
GAAP earnings recurring items such as RampD expenses depreciation expenses stock-based
compensation items and tax-related charges Our estimation shows that in the two models where
compensation is included (columns 1 and 3) the coefficients are positive and statistically
significant suggesting that in firms where compensation is tied to market performance there is a
higher probability of adjusting GAAP earnings for items that are recurring This is consistent
with hypothesis 1B We find no impact of board quality on the propensity to adjust for recurring
items Thus we are unable to reject the null hypothesis on the case of hypothesis 2B This may
be because the board does not have detailed information on how recurring the items excluded
can be Institutional shareholders and insiders seem to have a disciplinary effect of the
adjustment for recurring items as both sets of estimated coefficients (columns 1 and 3) are
negative and statistically significant
As a robustness check we also run an OLS model where the dependent variable is the
total value of the adjustments made ie non-GAAP earnings per share minus GAAP earnings
per share This is a weaker test of our hypothesis as the variable may also include adjustments
for items that are in fact non-recurring (and thus justifiable) Non-tabulated results for this
specification are consistent with those presented in Table 6 suggesting that compensation is an
important motive for opportunistic reporting of non-GAAP information11
lt Insert table 6 heregt
Table 7 presents the results of the analysis of the association between compensation
board quality and the emphasis that managers give to non-GAAP earnings measures in the press
11
Consistent with this being a weaker test of managers‟ intentions the estimated coefficients have a lower level of
statistical significance
23
release As before the first estimation of our model considers the impact of compensation on the
disclosure decision the second estimation considers the impact of board quality and the third set
of results considers the two factors concurrently Given that this analysis is performed using a
multinomial logistic regression we divide the table into 4 panels each one corresponding to a
specific position of the non-GAAP measures in the earnings announcement press release
Panel A which analyzes non-GAAP disclosures in the title of the press release shows
that the estimated coefficient for our compensation variable is positive and statistically
significant That is when compensation is linked to the performance of the firm the non-GAAP
earnings measure disclosed is in the title of the press release more often as compared to
reporting it in the financial statements (the part of the press release not considered in any panel)
or not reporting it at all However compensation does not affect the positioning of non-GAAP
measures significantly in any other part of the press release This result suggests that when firms
position their non-GAAP measures strategically they tend to include it in the title of the press
release which is consistent with firms giving more emphasis to non-GAAP measures whenever
they have a strategic reason for doing so This practice can have an important impact in financial
markets as price reactions to earnings announcements tend to be higher when the non-GAAP
number is placed first in the press release particularly from less-sophisticated investors (Allee et
al 2007)
The results for board quality reveal that this variable is negatively associated with the
emphasis given to non-GAAP measures in all panels when considered independently from
managers‟ compensation (column 2) This is consistent with our hypothesis 2C When
considered concurrently with managers‟ compensation (column 3) the estimated coefficients for
board quality remain negative and statistically significant except in Panel B where the
24
coefficient although negative is not statistically different from zero Given that in the third
model of panel A where the two measures are considered concurrently compensation has a
positive and significant effect while board quality has a negative and significant effect we
conclude that board quality can reduce opportunistic emphasis given to non-GAAP disclosures
motivated by compensation For economy of space we do not tabulate the results for the other
firm factors but these are consistent with previous findings
ltInsert Table 7 heregt
Our last set of hypotheses (1D and 2D) states that the non disclosure of a reconciliation
between non-GAAP and GAAP earnings is more (less) likely when compensation is linked to
firm performance (when the board of directors follows more desirable corporate governance
standards) Estimation results presented in Table 8 indicate that performance-based
compensation contracts seem to restrain the disclosure of information that allows users of
financial statements to reconcile non-GAAP to GAAP earnings As firms tend to make higher
adjustments to GAAP figures when compensation is aligned with firm performance avoiding the
disclosure of detailed information about the adjustments made helps to portray a better picture of
firm performance However our results also indicate that board quality does not impact on the
decision to provide reconciliation information
A caveat of our reconciliation results is that in certain regimes providing reconciliations
is not a voluntary decision but a requirement imposed either by accounting or market rules For
example in the UK Financial Reporting Standard 3 (Accounting Standards Board 1993)
requires alternative earnings per share figures to be reconciled with a GAAP figure and in
25
France the Autoriteacute des Marcheacutes Financiers has a similar request However there is also
evidence that firms in certain countries do not follow these rules (eg Aubert 2010 reports that
in France reconciliations are rarely provided by managers) As a robustness check we repeat the
empirical analysis excluding firms from these two countries The results are weaker but in line
with the findings reported in Table 8 We also find similar conclusions for the reconciliation
analysis when we distinguish between tabular reconciliations and written reconciliations and
when we exclude firms cross-listed in the US where reconciliations are required
ltInsert table 8 heregt
Presenting a reconciliation between GAAP and non-GAAP numbers can help investors
understand the adjustments made Thus reporting a reconciliation may interfere with firms‟
choices regarding non-GAAP reporting namely adjusting for items that are recurring and giving
a high emphasis to non-GAAP figures in the press release To check for this effect we re-run the
equations of tables 6 and 7 for the subsample of observations that report a reconciliation The
results are consistent with our initial analysis suggesting that firms‟ disclosing practices are not
conditioned by the presentation of reconciliation information
6 Conclusion
For a set of international firms we analyze how compensation and good corporate
governance in the board of directors influences non-GAAP reporting decisions We analyze four
26
aspects of non-GAAP reporting that are often associated with firms‟ opportunistic intention to
portray a better image of their performance the decision to make a non-GAAP disclosure the
fact that some firms make adjustments for recurring items to GAAP earnings to calculate a non-
GAAP measure the high emphasis given to non-GAAP measures in the press release and not
disclosing a reconciliation that explains the difference between non-GAAP and GAAP earnings
We expect and find a positive relation between those discretionary aspects of non-GAAP
reporting and the fact that firms pay all or a portion of compensation in stock and option grants
aligned with firm performance Our findings suggest that performance-based compensation
encourages firms to use non-GAAP information opportunistically in order to boost users‟
perceptions about firm performance and thus maximize compensation The empirical results also
indicate that an efficient board of directors capable of monitoring firms‟ actions can help
counteract some of the discretionary disclosure choices In particular we find that an efficient
board of directors can reduce the likelihood of disclosing non-GAAP figures and reduce the
emphasis given to non-GAAP information in the press release However the exclusion of
recurring items from GAAP earnings and the decision to present reconciliation between non-
GAAP and GAAP measures do not seem to be influenced by the quality of the board It is
possible that the board does not monitor these reporting aspects Our results suggests that
internal corporate controls have only limited influence over firms‟ non-GAAP disclosure
decisions which may be of interest to regulators interested in the introduction of non-GAAP
rules in Europe
27
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Reporting Standard (FRS) 3 London ASB
Aboody D and Kasznik R (2000) CEO stock option awards and the timing of corporate
voluntary disclosures Journal of Accounting and Economics 29 73-100
Aggarwal R Erel I Stulz R and Williamson R (2009) Differences in governance practices
between US and foreign firms measurement causes and consequences Review of
Financial Studies 2 (8) 3131 ndash 3169
Allee K Bhattacharya N Black E and Christensen T (2007) Pro forma disclosure and
investor sophistication external validation of experimental evidence using archival data
Accounting Organizations and Society 32 (3) 201-222
Andersson P and Hellman N (2007) Does pro forma reporting bias analyst forecasts
European Accounting Review 16 (2) 277-289
Ashbaugh-Sakife H Collins D and LaFond R (2006) The effects of corporate governance on
firms credit ratings Journal of Accounting and Economics 42 203-243
Bamber L Jiang J and Wang I (2010) Whats my style The influence of top managers on
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Bebchuk L Cohen A and Ferrell A (2009) What matters in corporate governance The
Review of Financial Studies 22 (2) 783-827
Beekes W and Brown P (2006) Do better-governed Australian firms make more informative
disclosures Journal of Business Finance amp Accounting 33 (3) 422-450
28
Bhattacharya N Black E Christensen T and Larson C (2003) Assessing the relative
informativeness and permanence of pro forma earnings and GAAP operating earnings
Journal of Accounting amp Economics 36 (1-3) 285-319
Black D Black E Christensen T and Waegelein J (2011) The effects of executive
compensation contracts and auditor effort on firms pro forma reporting decisions
Working paper - Duke University
Black D and Christensen T (2009) US managers‟ use of bdquopro forma‟ adjustments to meet
strategic earnings targets Journal of Business Finance amp Accounting 36 (3) 297-326
Bowen R Davis A and Matsumoto D (2005) Do firms strategically emphasize performance
metrics in their earnings press releases The Accounting Review 80 (4) 1011-1038
Brown L and Caylor M (2006) Corporate governance and firm valuation Journal of
Accounting and Public Policy 25 409-434
Brown L D and Sivakumar K (2003) Comparing the value relevance of two operating income
measures Review of Accounting Studies 8 (4) 561-572
Choi Y Lin S Walker M and Young S (2007) Disagreement over the persistence of
earnings components evidence on the properties of management-specific adjustments
to GAAP earnings Review of Accounting Studies 12 (4) 595-622
Committee on European Securities Regulators (2005) CESR recommendation on alternative
performance measures
Durnev A and Kim E (2005) To steal or not to steal firm attributes legal environment and
valuation The Journal of Finance 60 (3) 1461-1493
Elliott W (2006) Are investors influenced by pro forma emphasis and reconciliations in
earnings announcements The Accounting Review 81 (1) 113-133
29
Eng L and Mak Y (2003) Corporate governance and voluntary disclosure Journal of
Accounting and Public Policy 22 325-345
European Financial Reporting Advisory Group (2009) Pro-active accounting activities in
Europe Performance reporting an European discussion paper Brussels Belgium
EFRAG
Fama E (1980) Agency problems and theory of the firm Journal of Political Economy 88 (2)
288-307
Fich E and Shivdasani A (2006) Are busy boards effective monitors The Journal of Finance
61 (2) 689-724
Frankel R McVay S and Soliman M (2011) Non-GAAP earnings and board independence
Review of Accounting Studies forthcoming
Frederickson J and J Miller (2004) The effects of pro forma earnings disclosures on analysts‟
and nonprofessional investors‟ equity valuation judgments The Accounting Review
79 (3) 667-686
Gompers P Ishii J and Metrick A (2003) Corporate governance and equity prices Quarterly
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Hitz J (2010) Press release disclosure of pro forma earnings metrics by large German
corporations - Empirical evidence and regulatory recommendations Accounting in
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Holthausen R D Larcker and RSloan (1995) Annual Bonus Schemes and the Manipulation of
Earnings Journal of Accounting and Economics 19 29-74
30
Isidro H and Marques A (2010) The role of institutional and economic forces in the strategic
use of non-GAAP disclosures to beat earnings benchmarks Working paper - IUL
ISCTE Business School
Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
manager-adjusted non-GAAP earnings Journal of Business Finance amp Accounting
forthcoming
Jensen M (1993) Presidential address the modern industrial revolution exit and the failure of
internal control systems Journal of Finance 48 831ndash880
Jensen M and K Murphy (1990) Performance Pay and Top-Management Incentives Journal of
Political Economy (98) 2 225-264
Karamanou I and Vafeas N (2005) The association between corporate boards audit
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Klapper L and Love I (2004) Corporate governance investor protection and performance in
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Leone M (2010) Whats on the SEC radar CFOcom
Lougee B and Marquardt C (2004) Earnings quality and strategic disclosure an empirical
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Marques A (2006) SEC interventions and the frequency and usefulness of non-GAAP financial
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31
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non-GAAP financial measures and financial statements in earnings press releases
The British Accounting Review 42 119-131
Schadewitz H and Blevins D (1998) Major determinants of interim disclosures in an
emerging market American Business Review 16 (1) 41ndash55
Zhang H and Zheng L (2011) The valuation impact of reconciling pro forma earnings to
GAAP earnings Journal of Accounting an Economics 51 186-202
32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
13
We begin our sample selection process with all firms included in the Financial Times
2006 classification of the 500 largest European firms which is based on the 2005 financial
reports The selection criteria results in a sample of large firms that are followed carefully by all
agents in the financial markets We eliminate from the sample financial institutions and utilities‟
firms as these are subject to specific regulations After removing firms-years with missing press
releases the sample comprise 805 observations representing 318 firms from 20 European
countries for the period 2003 to 2005 For every one of these firm-years we obtain financial data
from WorldscopeDatastreamIBES For data on managers‟ compensation and board
characteristics we rely on the data provided by Institutional Shareholder Services (ISS) The data
on ownership is collected from LionShares
We hand-collect non-GAAP information from press releases of the annual earnings
announcements which are obtained via Factiva or the firms‟ websites We collect information
about the manager-adjusted non-GAAP financial measures from the press release in order to
obtain the most accurate information about managers‟ disclosures To be conservative when the
label given to the earnings measure was dubious we did not consider these as non-GAAP
financial measures3 We also hand-collect whether or not the firms disclose a reconciliation
Given that the CESR does not recommend the use of a tabular reconciliation we consider that
firms disclose a reconciliation if information about the adjustments is presented even if this is
part of the text of the press release
When reading the annual earnings announcements‟ press releases it became clear that the
voluntarily disclosure of non-GAAP financial measures was widespread in European firms An
analysis of the data collected reveals that in all industries the majority of the firms disclose non-
3 It is also important to take into consideration that we only collect non-GAAP measures that in some way portray a
firm‟s results (ie all sorts of earnings numbers) Thus we ignore measures related with other aspects of a firm‟s
performance (sales for example)
14
GAAP measures (Table 1 Panel A)4 In fact 80 of the press releases include at least one non-
GAAP earnings figure This practice is more prevalent in manufacturing materials and
electronics and transportation and communication though
Panel B of Table 1 indicates that GAAP earnings are often adjusted for items that are
considered recurring such as RampD expenses depreciation expenses stock-based compensation
and tax-related values (63 of observations) That practice is common across all industries
Further we calculate how many of the non-GAAP numbers are a result of adjusting for revenue
items instead of expenses (ie cases where the non-GAAP number is lower than the GAAP
figure) We find that this happens in only 11 of the non-GAAP disclosures
Disclosing firms typically report non-GAAP earnings measures in a more prominent
location of the press release than GAAP earnings figures (Table 1 Panel C) In fact firms give a
higher emphasis to non-GAAP earnings in 83 of the cases where such a number is present in
the press release As non-GAAP earnings figures are usually higher than the corresponding
GAAP figures this evidence suggests an intention to depict a better picture of firms‟
performance which can lead to higher compensation5 The most common location where
managers disclose non-GAAP earnings is the area of subtitles or highlights of the press release
ie right after the title and before the text Furthermore the emphasis given to non-GAAP
figures varies significantly across industries
Panel D of Table 1 shows the percentage of firms that disclose a reconciliation in their
press release given that a non-GAAP disclosure was made Our findings indicate that in
approximately 66 of the cases firms choose to disclose some kind of reconciliation between the
non-GAAP measures and the corresponding GAAP figures This means there are still firms that
4 Industry classification is based on the two-digit SIC codes
5 This evidence should be interpreted with caution as most of the adjustments to GAAP earnings are income-
decreasing (Hitz 2010)
15
do not follow the CESR recommendation of defining the components included in their
alternative performance measures Further analysis reveals that only 36 disclose a tabular
reconciliation
ltInsert table 1 heregt
Finally we calculate the percentage of the sample firms that simultaneously adjust for
recurring items and give a higher prominence to non-GAAP earnings measures than to GAAP
earnings figures in the press release as these practices can easily be classified as misleading
Untabulated results indicate that over 60 of firms adjust for recurring items while at same time
give more emphasis to non-GAAP numbers Although this descriptive evidence seems to
indicate the existence of many cases of opportunistic reporting of non-GAAP it is still possible
that some firms do report non-GAAP to transfer private information to the market These
observations if they exist will work against us finding results which support our expectations
4 Research design and descriptive results
Our hypotheses assess the effect of compensation and board quality on firms‟ non-GAAP
reporting decisions that are likely to indicate opportunistic reporting This association is studied
using the following model
Non-GAAP reporting decision =
f (Compensation + Board quality + Other firm incentives)
16
We measure the dependent variable non-GAAP reporting decision in four alternative
ways in accordance with the hypotheses presented in section 2 Firstly we consider whether or
not a firm discloses a non-GAAP measure in the annual earnings announcement press release In
this case function f takes the form of a logistic regression where the dependent variable is non-
GAAP disclosure an indicator variable coded as one when the firm reports non-GAAP figures in
the earnings announcement press release and zero otherwise
Secondly we study the choice of adjustments made to GAAP earnings in the calculation
of non-GAAP figures Recurring adjustments is an indicator variable taking the value of one if
the firm excludes from GAAP earnings recurring items such as RampD expenses depreciation
expenses stock-based compensation items and tax-related and zero otherwise In this case
function f takes the form of a logistic regression
Thirdly we look at the emphasis given to the first non-GAAP measure disclosed - the
categories used in the classification of the variable non-GAAP emphasis are as follows (1) title
(2) subtitle or highlights (3) first or second paragraph (4) third paragraph or lower In this case
the function f takes the form of a multinomial logistic regression where the dependent variable is
coded as one two three or four according to the emphasis given and five otherwise (ie when
the non-GAAP measure is disclosed in a less prominent location of the press release near the
financial statements or no non-GAAP measure is disclosed)6
Lastly we analyze whether managers disclose information regarding the reconciliation
between non-GAAP earnings and the corresponding GAAP measure (in a tabular format or
through written explanations) To be consistent with the previous analyses where we expect the
voluntary reporting decision to be positively (negatively) associated with compensation (board
6 Category five joins the cases where non-GAAP figures are disclosed in the financial statements and the cases
where no non-GAAP numbers are disclosed as in some countries (eg Spain) financial statements have rigid
formats leaving no room for non-GAAP measures This is mentioned in Appendix 1 of the 2009 EFRAG report
17
quality) we define NoReconciliation in the negative way ie as an indicator variable coded as
one if the firm does not report a reconciliation between non-GAAP and the corresponding GAAP
earnings measure in the annual announcement‟ press release and zero otherwise The function f
takes the form of a logistic regression
Compensation is an indicator variable coded as one when directors receive all or a part of
their fees in stock and options grants which are aligned with the firm market performance7
Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009)8 For
each of the 11 board characteristics considered a value of one is assigned whenever the board
attribute is present and a value of zero is attributed otherwise Then all the attributes‟ values are
added to form a board quality score Table 2 presents the percentage of observations where the
criteria used to measure board quality and managers‟ compensation are met The CEO is not the
chairman of the board in more than 90 of the cases there is no former CEO on the board in
835 of the cases and the CEO does not have related-party transactions in 678 of cases On
the other hand the attendance of most board meetings is relatively low (in only 354 of cases
all directors have attended at least 75 of the meetings) The independence of board committees
also varies Compensation committees are predominantly independent but audit committees have
only a majority of independent members in 86 of the cases Regarding compensation we find
that in 606 of the firm-years directors receive all or a portion of their fees in stock and option
grants that are aligned with the firm‟s market performance Thus performance-based
compensation is a wide-spread practice in our sample
7 We recognize that a continuous variable (as the percentage of total compensation that is paid in stock and options
grants which are aligned with company market performance) might be more informative than an indicator variable
However we were unable to find such information for the sample firms 8 Aggarwal et al (2009) consider 25 board attributes and 10 compensation and ownership attributes We included
only 11 attributes in our score because the remaining attributes are coded missing for more than one quarter of the
sample
18
ltInsert table 2 heregt
Other firm incentives refer to firm specific characteristics that affect non-GAAP reporting
choices We consider the following disclosure incentives The proportion of institutional and
insider ownership as a strong presence of these shareholders reduces the need for public
voluntary disclosures (eg Schadewitz and Blevins 1998 and Eng and Mak 2003)9 Consensus
beating (indicator variable coded one if non-GAAP earnings meet or beat the analysts‟ consensus
forecast and GAAP earnings do not and zero otherwise) and analyst following (log of the
number of analysts following the firm) proxy for the influence of financial analysts on non-
GAAP reporting Following previous studies on the determinants of non-GAAP disclosures (eg
Lougee and Marquardt 2004 and Marques 2006) we also include the proportion of intangibles
(intangibles to total assets) special items (indicator variable coded as one if the firm reports
special items and zero otherwise) earnings variability (standard deviation of earnings to assets in
the previous three fiscal years) size (log of market value) and leverage (debt to total assets)
Finally we control for firms that cross-list in US markets as these firms are subject to strict
regulations regarding non-GAAP disclosures (Regulation G)
Table 3 reports descriptive statistics on the financial characteristics of the sample used in
the multivariate analysis A comparison of the first two lines of Table 3 Panel A reveals that the
mean of non-GAAP EPS is 367euro while the mean of the GAAP EPS is just 271euro10
This result is
in line with findings of other studies as firms tend to adjust their GAAP figures mainly by
9 Insider ownership considers ownership positions held by non-buy-side entities such as officers directors public
and private companies and ESOPs Thus it includes managers families financial institutions and other firms 10
Sometimes firms disclose more than one non-GAAP earnings figure in their press release When that happens we
use the first non-GAAP figure disclosed by the firm (ie the one to which more emphasis is given in the press
release) to calculate the mean non-GAAP EPS
19
excluding expenses which leads to non-GAAP figures higher than the comparable GAAP
number This practice has caused concerns among regulators and investors as often it leads to the
presentation of a positive non-GAAP earnings number while the corresponding GAAP earnings
figure is in fact a loss IOSCO (the International Organization of Securities Commission) issued
a cautionary statement in 2002 where it stated problems arise if non-GAAP measures are used in
such a way ldquoas to obscure the financial results determined according to GAAP or provide and
incomplete description of true financial resultsrdquo
On average institutional investors hold 28 of the firms‟ shares and insider investors
hold 23 of the shares The average sample firm is followed by 17 analysts (corresponding to a
log of 402) has market capitalization around 14500 thousand Euros (a log of 884) and a debt
to assets ratio of 28 Panel B of Table 3 reports frequencies for the discrete variables In
approximately one third of the cases non-GAAP earnings is higher than analysts‟ forecasts while
GAAP earnings measures show that the firm does not meet the consensus Some of the sample
firms are cross-listed in US markets (36) and most report special and extraordinary items
(854)
ltInsert table 3 heregt
Table 4 presents the Pearson correlation matrix for the variables included in our
multivariate analysis Results indicate that performance-based compensation is positively
correlated with the decision to make a non-GAAP disclosure and the decision to not disclose
reconciliation information between non-GAAP and GAAP measures These correlations suggest
that compensation is an important determinant of non-GAAP disclosure decisions Apart of
20
compensation the decision to disclose a non-GAAP figure is associated with analyst attention to
the firm (ie number of analysts following and beating analyst earnings forecasts) insider
ownership the level of intangibles and the existence of special items As expected firms‟
adjustments to GAAP earnings are positively correlated with intangibles (which include
goodwill) and special items We also find a positive correlation between the fact that firms make
adjustments for recurring items and insider ownership and special items and a negative
correlation between this and institutional ownership and cross-listing in the US Finally the
emphasis given to non-GAAP information in the press release is positively correlated with
intangibles and the fact that non-GAAP numbers beat the analysts‟ target and negatively
correlated with insider ownership
ltInsert table 4 heregt
5 Results on the association between compensation board quality and non-GAAP
reporting decisions
Table 5 presents the empirical results of our study of the relation between compensation
board quality and the decision to disclose non-GAAP earnings measures The first estimation of
the logit model (column 1) considers only the impact of compensation on the disclosure decision
the second estimation of the logit model (column 2) considers the impact of board quality by
itself and the third set of results (column 3) considers the two factors concurrently The two
coefficients estimated for performance-base compensation are positive and statistically
significant (columns 1 and 3) This result supports hypothesis 1A as the propensity to disclose
non-GAAP earnings in earnings announcements‟ press releases is higher when compensation is
21
linked to the market performance of the firm Consistent with hypothesis 2A the estimated
coefficients for board quality are negative and statistically significant (columns 2 and 3) That is
the probability of reporting discretionary non-GAAP measures is lower when the board of
directors follows more desirable corporate governance standards Thus while compensation
contracts linked to performance can encourage firms to disclose non-GAAP measures
opportunistically (and in ways that can mislead investors) effective boards can counteract this
effect
The results for the other firm factors are in line with previous academic findings Both
measures of ownership are negative and statistically significant in the three specifications of our
model This supports the idea that a higher level of institutional ownership is associated with less
disclosure of non-GAAP figures that might be opportunistic (Jennings and Marques 2011)
Given that in Europe capital is traditionally less dispersed and family firms are still prevalent
there is less need for voluntary public information while at the same time there is closer
monitoring over managers‟ actions This is consistent with our findings for insider ownership
The results for consensus beating suggest that managers use the disclosure of non-GAAP figures
to appear to meet or beat analyst earnings benchmarks (as documented in Black and Christensen
2009 and Isidro and Marques 2010)
ltInsert table 5 heregt
Table 6 presents the results of the analysis of the association between compensation
board quality and the adjustment for recurring items in firms‟ calculation of non-GAAP earnings
measures Black and Christensen (2009) find that managers opportunistically exclude from
22
GAAP earnings recurring items such as RampD expenses depreciation expenses stock-based
compensation items and tax-related charges Our estimation shows that in the two models where
compensation is included (columns 1 and 3) the coefficients are positive and statistically
significant suggesting that in firms where compensation is tied to market performance there is a
higher probability of adjusting GAAP earnings for items that are recurring This is consistent
with hypothesis 1B We find no impact of board quality on the propensity to adjust for recurring
items Thus we are unable to reject the null hypothesis on the case of hypothesis 2B This may
be because the board does not have detailed information on how recurring the items excluded
can be Institutional shareholders and insiders seem to have a disciplinary effect of the
adjustment for recurring items as both sets of estimated coefficients (columns 1 and 3) are
negative and statistically significant
As a robustness check we also run an OLS model where the dependent variable is the
total value of the adjustments made ie non-GAAP earnings per share minus GAAP earnings
per share This is a weaker test of our hypothesis as the variable may also include adjustments
for items that are in fact non-recurring (and thus justifiable) Non-tabulated results for this
specification are consistent with those presented in Table 6 suggesting that compensation is an
important motive for opportunistic reporting of non-GAAP information11
lt Insert table 6 heregt
Table 7 presents the results of the analysis of the association between compensation
board quality and the emphasis that managers give to non-GAAP earnings measures in the press
11
Consistent with this being a weaker test of managers‟ intentions the estimated coefficients have a lower level of
statistical significance
23
release As before the first estimation of our model considers the impact of compensation on the
disclosure decision the second estimation considers the impact of board quality and the third set
of results considers the two factors concurrently Given that this analysis is performed using a
multinomial logistic regression we divide the table into 4 panels each one corresponding to a
specific position of the non-GAAP measures in the earnings announcement press release
Panel A which analyzes non-GAAP disclosures in the title of the press release shows
that the estimated coefficient for our compensation variable is positive and statistically
significant That is when compensation is linked to the performance of the firm the non-GAAP
earnings measure disclosed is in the title of the press release more often as compared to
reporting it in the financial statements (the part of the press release not considered in any panel)
or not reporting it at all However compensation does not affect the positioning of non-GAAP
measures significantly in any other part of the press release This result suggests that when firms
position their non-GAAP measures strategically they tend to include it in the title of the press
release which is consistent with firms giving more emphasis to non-GAAP measures whenever
they have a strategic reason for doing so This practice can have an important impact in financial
markets as price reactions to earnings announcements tend to be higher when the non-GAAP
number is placed first in the press release particularly from less-sophisticated investors (Allee et
al 2007)
The results for board quality reveal that this variable is negatively associated with the
emphasis given to non-GAAP measures in all panels when considered independently from
managers‟ compensation (column 2) This is consistent with our hypothesis 2C When
considered concurrently with managers‟ compensation (column 3) the estimated coefficients for
board quality remain negative and statistically significant except in Panel B where the
24
coefficient although negative is not statistically different from zero Given that in the third
model of panel A where the two measures are considered concurrently compensation has a
positive and significant effect while board quality has a negative and significant effect we
conclude that board quality can reduce opportunistic emphasis given to non-GAAP disclosures
motivated by compensation For economy of space we do not tabulate the results for the other
firm factors but these are consistent with previous findings
ltInsert Table 7 heregt
Our last set of hypotheses (1D and 2D) states that the non disclosure of a reconciliation
between non-GAAP and GAAP earnings is more (less) likely when compensation is linked to
firm performance (when the board of directors follows more desirable corporate governance
standards) Estimation results presented in Table 8 indicate that performance-based
compensation contracts seem to restrain the disclosure of information that allows users of
financial statements to reconcile non-GAAP to GAAP earnings As firms tend to make higher
adjustments to GAAP figures when compensation is aligned with firm performance avoiding the
disclosure of detailed information about the adjustments made helps to portray a better picture of
firm performance However our results also indicate that board quality does not impact on the
decision to provide reconciliation information
A caveat of our reconciliation results is that in certain regimes providing reconciliations
is not a voluntary decision but a requirement imposed either by accounting or market rules For
example in the UK Financial Reporting Standard 3 (Accounting Standards Board 1993)
requires alternative earnings per share figures to be reconciled with a GAAP figure and in
25
France the Autoriteacute des Marcheacutes Financiers has a similar request However there is also
evidence that firms in certain countries do not follow these rules (eg Aubert 2010 reports that
in France reconciliations are rarely provided by managers) As a robustness check we repeat the
empirical analysis excluding firms from these two countries The results are weaker but in line
with the findings reported in Table 8 We also find similar conclusions for the reconciliation
analysis when we distinguish between tabular reconciliations and written reconciliations and
when we exclude firms cross-listed in the US where reconciliations are required
ltInsert table 8 heregt
Presenting a reconciliation between GAAP and non-GAAP numbers can help investors
understand the adjustments made Thus reporting a reconciliation may interfere with firms‟
choices regarding non-GAAP reporting namely adjusting for items that are recurring and giving
a high emphasis to non-GAAP figures in the press release To check for this effect we re-run the
equations of tables 6 and 7 for the subsample of observations that report a reconciliation The
results are consistent with our initial analysis suggesting that firms‟ disclosing practices are not
conditioned by the presentation of reconciliation information
6 Conclusion
For a set of international firms we analyze how compensation and good corporate
governance in the board of directors influences non-GAAP reporting decisions We analyze four
26
aspects of non-GAAP reporting that are often associated with firms‟ opportunistic intention to
portray a better image of their performance the decision to make a non-GAAP disclosure the
fact that some firms make adjustments for recurring items to GAAP earnings to calculate a non-
GAAP measure the high emphasis given to non-GAAP measures in the press release and not
disclosing a reconciliation that explains the difference between non-GAAP and GAAP earnings
We expect and find a positive relation between those discretionary aspects of non-GAAP
reporting and the fact that firms pay all or a portion of compensation in stock and option grants
aligned with firm performance Our findings suggest that performance-based compensation
encourages firms to use non-GAAP information opportunistically in order to boost users‟
perceptions about firm performance and thus maximize compensation The empirical results also
indicate that an efficient board of directors capable of monitoring firms‟ actions can help
counteract some of the discretionary disclosure choices In particular we find that an efficient
board of directors can reduce the likelihood of disclosing non-GAAP figures and reduce the
emphasis given to non-GAAP information in the press release However the exclusion of
recurring items from GAAP earnings and the decision to present reconciliation between non-
GAAP and GAAP measures do not seem to be influenced by the quality of the board It is
possible that the board does not monitor these reporting aspects Our results suggests that
internal corporate controls have only limited influence over firms‟ non-GAAP disclosure
decisions which may be of interest to regulators interested in the introduction of non-GAAP
rules in Europe
27
References
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Reporting Standard (FRS) 3 London ASB
Aboody D and Kasznik R (2000) CEO stock option awards and the timing of corporate
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Aggarwal R Erel I Stulz R and Williamson R (2009) Differences in governance practices
between US and foreign firms measurement causes and consequences Review of
Financial Studies 2 (8) 3131 ndash 3169
Allee K Bhattacharya N Black E and Christensen T (2007) Pro forma disclosure and
investor sophistication external validation of experimental evidence using archival data
Accounting Organizations and Society 32 (3) 201-222
Andersson P and Hellman N (2007) Does pro forma reporting bias analyst forecasts
European Accounting Review 16 (2) 277-289
Ashbaugh-Sakife H Collins D and LaFond R (2006) The effects of corporate governance on
firms credit ratings Journal of Accounting and Economics 42 203-243
Bamber L Jiang J and Wang I (2010) Whats my style The influence of top managers on
voluntary corporate financial disclosure The Accounting Review 85 (4) 1131-1162
Bebchuk L Cohen A and Ferrell A (2009) What matters in corporate governance The
Review of Financial Studies 22 (2) 783-827
Beekes W and Brown P (2006) Do better-governed Australian firms make more informative
disclosures Journal of Business Finance amp Accounting 33 (3) 422-450
28
Bhattacharya N Black E Christensen T and Larson C (2003) Assessing the relative
informativeness and permanence of pro forma earnings and GAAP operating earnings
Journal of Accounting amp Economics 36 (1-3) 285-319
Black D Black E Christensen T and Waegelein J (2011) The effects of executive
compensation contracts and auditor effort on firms pro forma reporting decisions
Working paper - Duke University
Black D and Christensen T (2009) US managers‟ use of bdquopro forma‟ adjustments to meet
strategic earnings targets Journal of Business Finance amp Accounting 36 (3) 297-326
Bowen R Davis A and Matsumoto D (2005) Do firms strategically emphasize performance
metrics in their earnings press releases The Accounting Review 80 (4) 1011-1038
Brown L and Caylor M (2006) Corporate governance and firm valuation Journal of
Accounting and Public Policy 25 409-434
Brown L D and Sivakumar K (2003) Comparing the value relevance of two operating income
measures Review of Accounting Studies 8 (4) 561-572
Choi Y Lin S Walker M and Young S (2007) Disagreement over the persistence of
earnings components evidence on the properties of management-specific adjustments
to GAAP earnings Review of Accounting Studies 12 (4) 595-622
Committee on European Securities Regulators (2005) CESR recommendation on alternative
performance measures
Durnev A and Kim E (2005) To steal or not to steal firm attributes legal environment and
valuation The Journal of Finance 60 (3) 1461-1493
Elliott W (2006) Are investors influenced by pro forma emphasis and reconciliations in
earnings announcements The Accounting Review 81 (1) 113-133
29
Eng L and Mak Y (2003) Corporate governance and voluntary disclosure Journal of
Accounting and Public Policy 22 325-345
European Financial Reporting Advisory Group (2009) Pro-active accounting activities in
Europe Performance reporting an European discussion paper Brussels Belgium
EFRAG
Fama E (1980) Agency problems and theory of the firm Journal of Political Economy 88 (2)
288-307
Fich E and Shivdasani A (2006) Are busy boards effective monitors The Journal of Finance
61 (2) 689-724
Frankel R McVay S and Soliman M (2011) Non-GAAP earnings and board independence
Review of Accounting Studies forthcoming
Frederickson J and J Miller (2004) The effects of pro forma earnings disclosures on analysts‟
and nonprofessional investors‟ equity valuation judgments The Accounting Review
79 (3) 667-686
Gompers P Ishii J and Metrick A (2003) Corporate governance and equity prices Quarterly
Journal of Economics 118 107-155
Hitz J (2010) Press release disclosure of pro forma earnings metrics by large German
corporations - Empirical evidence and regulatory recommendations Accounting in
Europe 7 (1) 63-86
Holthausen R D Larcker and RSloan (1995) Annual Bonus Schemes and the Manipulation of
Earnings Journal of Accounting and Economics 19 29-74
30
Isidro H and Marques A (2010) The role of institutional and economic forces in the strategic
use of non-GAAP disclosures to beat earnings benchmarks Working paper - IUL
ISCTE Business School
Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
manager-adjusted non-GAAP earnings Journal of Business Finance amp Accounting
forthcoming
Jensen M (1993) Presidential address the modern industrial revolution exit and the failure of
internal control systems Journal of Finance 48 831ndash880
Jensen M and K Murphy (1990) Performance Pay and Top-Management Incentives Journal of
Political Economy (98) 2 225-264
Karamanou I and Vafeas N (2005) The association between corporate boards audit
committees and management earnings forecasts an empirical analysis Journal of
Accounting Research 43(3) 453-486
Klapper L and Love I (2004) Corporate governance investor protection and performance in
emerging markets Journal of Corporate Finance 10 703-728
Leone M (2010) Whats on the SEC radar CFOcom
Lougee B and Marquardt C (2004) Earnings quality and strategic disclosure an empirical
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Marques A (2006) SEC interventions and the frequency and usefulness of non-GAAP financial
measures Review of Accounting Studies 11 (4) 549-574
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Marques A (2010) Disclosure strategies among SampP 500 firms Evidence on the disclosure of
non-GAAP financial measures and financial statements in earnings press releases
The British Accounting Review 42 119-131
Schadewitz H and Blevins D (1998) Major determinants of interim disclosures in an
emerging market American Business Review 16 (1) 41ndash55
Zhang H and Zheng L (2011) The valuation impact of reconciling pro forma earnings to
GAAP earnings Journal of Accounting an Economics 51 186-202
32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
14
GAAP measures (Table 1 Panel A)4 In fact 80 of the press releases include at least one non-
GAAP earnings figure This practice is more prevalent in manufacturing materials and
electronics and transportation and communication though
Panel B of Table 1 indicates that GAAP earnings are often adjusted for items that are
considered recurring such as RampD expenses depreciation expenses stock-based compensation
and tax-related values (63 of observations) That practice is common across all industries
Further we calculate how many of the non-GAAP numbers are a result of adjusting for revenue
items instead of expenses (ie cases where the non-GAAP number is lower than the GAAP
figure) We find that this happens in only 11 of the non-GAAP disclosures
Disclosing firms typically report non-GAAP earnings measures in a more prominent
location of the press release than GAAP earnings figures (Table 1 Panel C) In fact firms give a
higher emphasis to non-GAAP earnings in 83 of the cases where such a number is present in
the press release As non-GAAP earnings figures are usually higher than the corresponding
GAAP figures this evidence suggests an intention to depict a better picture of firms‟
performance which can lead to higher compensation5 The most common location where
managers disclose non-GAAP earnings is the area of subtitles or highlights of the press release
ie right after the title and before the text Furthermore the emphasis given to non-GAAP
figures varies significantly across industries
Panel D of Table 1 shows the percentage of firms that disclose a reconciliation in their
press release given that a non-GAAP disclosure was made Our findings indicate that in
approximately 66 of the cases firms choose to disclose some kind of reconciliation between the
non-GAAP measures and the corresponding GAAP figures This means there are still firms that
4 Industry classification is based on the two-digit SIC codes
5 This evidence should be interpreted with caution as most of the adjustments to GAAP earnings are income-
decreasing (Hitz 2010)
15
do not follow the CESR recommendation of defining the components included in their
alternative performance measures Further analysis reveals that only 36 disclose a tabular
reconciliation
ltInsert table 1 heregt
Finally we calculate the percentage of the sample firms that simultaneously adjust for
recurring items and give a higher prominence to non-GAAP earnings measures than to GAAP
earnings figures in the press release as these practices can easily be classified as misleading
Untabulated results indicate that over 60 of firms adjust for recurring items while at same time
give more emphasis to non-GAAP numbers Although this descriptive evidence seems to
indicate the existence of many cases of opportunistic reporting of non-GAAP it is still possible
that some firms do report non-GAAP to transfer private information to the market These
observations if they exist will work against us finding results which support our expectations
4 Research design and descriptive results
Our hypotheses assess the effect of compensation and board quality on firms‟ non-GAAP
reporting decisions that are likely to indicate opportunistic reporting This association is studied
using the following model
Non-GAAP reporting decision =
f (Compensation + Board quality + Other firm incentives)
16
We measure the dependent variable non-GAAP reporting decision in four alternative
ways in accordance with the hypotheses presented in section 2 Firstly we consider whether or
not a firm discloses a non-GAAP measure in the annual earnings announcement press release In
this case function f takes the form of a logistic regression where the dependent variable is non-
GAAP disclosure an indicator variable coded as one when the firm reports non-GAAP figures in
the earnings announcement press release and zero otherwise
Secondly we study the choice of adjustments made to GAAP earnings in the calculation
of non-GAAP figures Recurring adjustments is an indicator variable taking the value of one if
the firm excludes from GAAP earnings recurring items such as RampD expenses depreciation
expenses stock-based compensation items and tax-related and zero otherwise In this case
function f takes the form of a logistic regression
Thirdly we look at the emphasis given to the first non-GAAP measure disclosed - the
categories used in the classification of the variable non-GAAP emphasis are as follows (1) title
(2) subtitle or highlights (3) first or second paragraph (4) third paragraph or lower In this case
the function f takes the form of a multinomial logistic regression where the dependent variable is
coded as one two three or four according to the emphasis given and five otherwise (ie when
the non-GAAP measure is disclosed in a less prominent location of the press release near the
financial statements or no non-GAAP measure is disclosed)6
Lastly we analyze whether managers disclose information regarding the reconciliation
between non-GAAP earnings and the corresponding GAAP measure (in a tabular format or
through written explanations) To be consistent with the previous analyses where we expect the
voluntary reporting decision to be positively (negatively) associated with compensation (board
6 Category five joins the cases where non-GAAP figures are disclosed in the financial statements and the cases
where no non-GAAP numbers are disclosed as in some countries (eg Spain) financial statements have rigid
formats leaving no room for non-GAAP measures This is mentioned in Appendix 1 of the 2009 EFRAG report
17
quality) we define NoReconciliation in the negative way ie as an indicator variable coded as
one if the firm does not report a reconciliation between non-GAAP and the corresponding GAAP
earnings measure in the annual announcement‟ press release and zero otherwise The function f
takes the form of a logistic regression
Compensation is an indicator variable coded as one when directors receive all or a part of
their fees in stock and options grants which are aligned with the firm market performance7
Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009)8 For
each of the 11 board characteristics considered a value of one is assigned whenever the board
attribute is present and a value of zero is attributed otherwise Then all the attributes‟ values are
added to form a board quality score Table 2 presents the percentage of observations where the
criteria used to measure board quality and managers‟ compensation are met The CEO is not the
chairman of the board in more than 90 of the cases there is no former CEO on the board in
835 of the cases and the CEO does not have related-party transactions in 678 of cases On
the other hand the attendance of most board meetings is relatively low (in only 354 of cases
all directors have attended at least 75 of the meetings) The independence of board committees
also varies Compensation committees are predominantly independent but audit committees have
only a majority of independent members in 86 of the cases Regarding compensation we find
that in 606 of the firm-years directors receive all or a portion of their fees in stock and option
grants that are aligned with the firm‟s market performance Thus performance-based
compensation is a wide-spread practice in our sample
7 We recognize that a continuous variable (as the percentage of total compensation that is paid in stock and options
grants which are aligned with company market performance) might be more informative than an indicator variable
However we were unable to find such information for the sample firms 8 Aggarwal et al (2009) consider 25 board attributes and 10 compensation and ownership attributes We included
only 11 attributes in our score because the remaining attributes are coded missing for more than one quarter of the
sample
18
ltInsert table 2 heregt
Other firm incentives refer to firm specific characteristics that affect non-GAAP reporting
choices We consider the following disclosure incentives The proportion of institutional and
insider ownership as a strong presence of these shareholders reduces the need for public
voluntary disclosures (eg Schadewitz and Blevins 1998 and Eng and Mak 2003)9 Consensus
beating (indicator variable coded one if non-GAAP earnings meet or beat the analysts‟ consensus
forecast and GAAP earnings do not and zero otherwise) and analyst following (log of the
number of analysts following the firm) proxy for the influence of financial analysts on non-
GAAP reporting Following previous studies on the determinants of non-GAAP disclosures (eg
Lougee and Marquardt 2004 and Marques 2006) we also include the proportion of intangibles
(intangibles to total assets) special items (indicator variable coded as one if the firm reports
special items and zero otherwise) earnings variability (standard deviation of earnings to assets in
the previous three fiscal years) size (log of market value) and leverage (debt to total assets)
Finally we control for firms that cross-list in US markets as these firms are subject to strict
regulations regarding non-GAAP disclosures (Regulation G)
Table 3 reports descriptive statistics on the financial characteristics of the sample used in
the multivariate analysis A comparison of the first two lines of Table 3 Panel A reveals that the
mean of non-GAAP EPS is 367euro while the mean of the GAAP EPS is just 271euro10
This result is
in line with findings of other studies as firms tend to adjust their GAAP figures mainly by
9 Insider ownership considers ownership positions held by non-buy-side entities such as officers directors public
and private companies and ESOPs Thus it includes managers families financial institutions and other firms 10
Sometimes firms disclose more than one non-GAAP earnings figure in their press release When that happens we
use the first non-GAAP figure disclosed by the firm (ie the one to which more emphasis is given in the press
release) to calculate the mean non-GAAP EPS
19
excluding expenses which leads to non-GAAP figures higher than the comparable GAAP
number This practice has caused concerns among regulators and investors as often it leads to the
presentation of a positive non-GAAP earnings number while the corresponding GAAP earnings
figure is in fact a loss IOSCO (the International Organization of Securities Commission) issued
a cautionary statement in 2002 where it stated problems arise if non-GAAP measures are used in
such a way ldquoas to obscure the financial results determined according to GAAP or provide and
incomplete description of true financial resultsrdquo
On average institutional investors hold 28 of the firms‟ shares and insider investors
hold 23 of the shares The average sample firm is followed by 17 analysts (corresponding to a
log of 402) has market capitalization around 14500 thousand Euros (a log of 884) and a debt
to assets ratio of 28 Panel B of Table 3 reports frequencies for the discrete variables In
approximately one third of the cases non-GAAP earnings is higher than analysts‟ forecasts while
GAAP earnings measures show that the firm does not meet the consensus Some of the sample
firms are cross-listed in US markets (36) and most report special and extraordinary items
(854)
ltInsert table 3 heregt
Table 4 presents the Pearson correlation matrix for the variables included in our
multivariate analysis Results indicate that performance-based compensation is positively
correlated with the decision to make a non-GAAP disclosure and the decision to not disclose
reconciliation information between non-GAAP and GAAP measures These correlations suggest
that compensation is an important determinant of non-GAAP disclosure decisions Apart of
20
compensation the decision to disclose a non-GAAP figure is associated with analyst attention to
the firm (ie number of analysts following and beating analyst earnings forecasts) insider
ownership the level of intangibles and the existence of special items As expected firms‟
adjustments to GAAP earnings are positively correlated with intangibles (which include
goodwill) and special items We also find a positive correlation between the fact that firms make
adjustments for recurring items and insider ownership and special items and a negative
correlation between this and institutional ownership and cross-listing in the US Finally the
emphasis given to non-GAAP information in the press release is positively correlated with
intangibles and the fact that non-GAAP numbers beat the analysts‟ target and negatively
correlated with insider ownership
ltInsert table 4 heregt
5 Results on the association between compensation board quality and non-GAAP
reporting decisions
Table 5 presents the empirical results of our study of the relation between compensation
board quality and the decision to disclose non-GAAP earnings measures The first estimation of
the logit model (column 1) considers only the impact of compensation on the disclosure decision
the second estimation of the logit model (column 2) considers the impact of board quality by
itself and the third set of results (column 3) considers the two factors concurrently The two
coefficients estimated for performance-base compensation are positive and statistically
significant (columns 1 and 3) This result supports hypothesis 1A as the propensity to disclose
non-GAAP earnings in earnings announcements‟ press releases is higher when compensation is
21
linked to the market performance of the firm Consistent with hypothesis 2A the estimated
coefficients for board quality are negative and statistically significant (columns 2 and 3) That is
the probability of reporting discretionary non-GAAP measures is lower when the board of
directors follows more desirable corporate governance standards Thus while compensation
contracts linked to performance can encourage firms to disclose non-GAAP measures
opportunistically (and in ways that can mislead investors) effective boards can counteract this
effect
The results for the other firm factors are in line with previous academic findings Both
measures of ownership are negative and statistically significant in the three specifications of our
model This supports the idea that a higher level of institutional ownership is associated with less
disclosure of non-GAAP figures that might be opportunistic (Jennings and Marques 2011)
Given that in Europe capital is traditionally less dispersed and family firms are still prevalent
there is less need for voluntary public information while at the same time there is closer
monitoring over managers‟ actions This is consistent with our findings for insider ownership
The results for consensus beating suggest that managers use the disclosure of non-GAAP figures
to appear to meet or beat analyst earnings benchmarks (as documented in Black and Christensen
2009 and Isidro and Marques 2010)
ltInsert table 5 heregt
Table 6 presents the results of the analysis of the association between compensation
board quality and the adjustment for recurring items in firms‟ calculation of non-GAAP earnings
measures Black and Christensen (2009) find that managers opportunistically exclude from
22
GAAP earnings recurring items such as RampD expenses depreciation expenses stock-based
compensation items and tax-related charges Our estimation shows that in the two models where
compensation is included (columns 1 and 3) the coefficients are positive and statistically
significant suggesting that in firms where compensation is tied to market performance there is a
higher probability of adjusting GAAP earnings for items that are recurring This is consistent
with hypothesis 1B We find no impact of board quality on the propensity to adjust for recurring
items Thus we are unable to reject the null hypothesis on the case of hypothesis 2B This may
be because the board does not have detailed information on how recurring the items excluded
can be Institutional shareholders and insiders seem to have a disciplinary effect of the
adjustment for recurring items as both sets of estimated coefficients (columns 1 and 3) are
negative and statistically significant
As a robustness check we also run an OLS model where the dependent variable is the
total value of the adjustments made ie non-GAAP earnings per share minus GAAP earnings
per share This is a weaker test of our hypothesis as the variable may also include adjustments
for items that are in fact non-recurring (and thus justifiable) Non-tabulated results for this
specification are consistent with those presented in Table 6 suggesting that compensation is an
important motive for opportunistic reporting of non-GAAP information11
lt Insert table 6 heregt
Table 7 presents the results of the analysis of the association between compensation
board quality and the emphasis that managers give to non-GAAP earnings measures in the press
11
Consistent with this being a weaker test of managers‟ intentions the estimated coefficients have a lower level of
statistical significance
23
release As before the first estimation of our model considers the impact of compensation on the
disclosure decision the second estimation considers the impact of board quality and the third set
of results considers the two factors concurrently Given that this analysis is performed using a
multinomial logistic regression we divide the table into 4 panels each one corresponding to a
specific position of the non-GAAP measures in the earnings announcement press release
Panel A which analyzes non-GAAP disclosures in the title of the press release shows
that the estimated coefficient for our compensation variable is positive and statistically
significant That is when compensation is linked to the performance of the firm the non-GAAP
earnings measure disclosed is in the title of the press release more often as compared to
reporting it in the financial statements (the part of the press release not considered in any panel)
or not reporting it at all However compensation does not affect the positioning of non-GAAP
measures significantly in any other part of the press release This result suggests that when firms
position their non-GAAP measures strategically they tend to include it in the title of the press
release which is consistent with firms giving more emphasis to non-GAAP measures whenever
they have a strategic reason for doing so This practice can have an important impact in financial
markets as price reactions to earnings announcements tend to be higher when the non-GAAP
number is placed first in the press release particularly from less-sophisticated investors (Allee et
al 2007)
The results for board quality reveal that this variable is negatively associated with the
emphasis given to non-GAAP measures in all panels when considered independently from
managers‟ compensation (column 2) This is consistent with our hypothesis 2C When
considered concurrently with managers‟ compensation (column 3) the estimated coefficients for
board quality remain negative and statistically significant except in Panel B where the
24
coefficient although negative is not statistically different from zero Given that in the third
model of panel A where the two measures are considered concurrently compensation has a
positive and significant effect while board quality has a negative and significant effect we
conclude that board quality can reduce opportunistic emphasis given to non-GAAP disclosures
motivated by compensation For economy of space we do not tabulate the results for the other
firm factors but these are consistent with previous findings
ltInsert Table 7 heregt
Our last set of hypotheses (1D and 2D) states that the non disclosure of a reconciliation
between non-GAAP and GAAP earnings is more (less) likely when compensation is linked to
firm performance (when the board of directors follows more desirable corporate governance
standards) Estimation results presented in Table 8 indicate that performance-based
compensation contracts seem to restrain the disclosure of information that allows users of
financial statements to reconcile non-GAAP to GAAP earnings As firms tend to make higher
adjustments to GAAP figures when compensation is aligned with firm performance avoiding the
disclosure of detailed information about the adjustments made helps to portray a better picture of
firm performance However our results also indicate that board quality does not impact on the
decision to provide reconciliation information
A caveat of our reconciliation results is that in certain regimes providing reconciliations
is not a voluntary decision but a requirement imposed either by accounting or market rules For
example in the UK Financial Reporting Standard 3 (Accounting Standards Board 1993)
requires alternative earnings per share figures to be reconciled with a GAAP figure and in
25
France the Autoriteacute des Marcheacutes Financiers has a similar request However there is also
evidence that firms in certain countries do not follow these rules (eg Aubert 2010 reports that
in France reconciliations are rarely provided by managers) As a robustness check we repeat the
empirical analysis excluding firms from these two countries The results are weaker but in line
with the findings reported in Table 8 We also find similar conclusions for the reconciliation
analysis when we distinguish between tabular reconciliations and written reconciliations and
when we exclude firms cross-listed in the US where reconciliations are required
ltInsert table 8 heregt
Presenting a reconciliation between GAAP and non-GAAP numbers can help investors
understand the adjustments made Thus reporting a reconciliation may interfere with firms‟
choices regarding non-GAAP reporting namely adjusting for items that are recurring and giving
a high emphasis to non-GAAP figures in the press release To check for this effect we re-run the
equations of tables 6 and 7 for the subsample of observations that report a reconciliation The
results are consistent with our initial analysis suggesting that firms‟ disclosing practices are not
conditioned by the presentation of reconciliation information
6 Conclusion
For a set of international firms we analyze how compensation and good corporate
governance in the board of directors influences non-GAAP reporting decisions We analyze four
26
aspects of non-GAAP reporting that are often associated with firms‟ opportunistic intention to
portray a better image of their performance the decision to make a non-GAAP disclosure the
fact that some firms make adjustments for recurring items to GAAP earnings to calculate a non-
GAAP measure the high emphasis given to non-GAAP measures in the press release and not
disclosing a reconciliation that explains the difference between non-GAAP and GAAP earnings
We expect and find a positive relation between those discretionary aspects of non-GAAP
reporting and the fact that firms pay all or a portion of compensation in stock and option grants
aligned with firm performance Our findings suggest that performance-based compensation
encourages firms to use non-GAAP information opportunistically in order to boost users‟
perceptions about firm performance and thus maximize compensation The empirical results also
indicate that an efficient board of directors capable of monitoring firms‟ actions can help
counteract some of the discretionary disclosure choices In particular we find that an efficient
board of directors can reduce the likelihood of disclosing non-GAAP figures and reduce the
emphasis given to non-GAAP information in the press release However the exclusion of
recurring items from GAAP earnings and the decision to present reconciliation between non-
GAAP and GAAP measures do not seem to be influenced by the quality of the board It is
possible that the board does not monitor these reporting aspects Our results suggests that
internal corporate controls have only limited influence over firms‟ non-GAAP disclosure
decisions which may be of interest to regulators interested in the introduction of non-GAAP
rules in Europe
27
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Aboody D and Kasznik R (2000) CEO stock option awards and the timing of corporate
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Aggarwal R Erel I Stulz R and Williamson R (2009) Differences in governance practices
between US and foreign firms measurement causes and consequences Review of
Financial Studies 2 (8) 3131 ndash 3169
Allee K Bhattacharya N Black E and Christensen T (2007) Pro forma disclosure and
investor sophistication external validation of experimental evidence using archival data
Accounting Organizations and Society 32 (3) 201-222
Andersson P and Hellman N (2007) Does pro forma reporting bias analyst forecasts
European Accounting Review 16 (2) 277-289
Ashbaugh-Sakife H Collins D and LaFond R (2006) The effects of corporate governance on
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Bamber L Jiang J and Wang I (2010) Whats my style The influence of top managers on
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Bebchuk L Cohen A and Ferrell A (2009) What matters in corporate governance The
Review of Financial Studies 22 (2) 783-827
Beekes W and Brown P (2006) Do better-governed Australian firms make more informative
disclosures Journal of Business Finance amp Accounting 33 (3) 422-450
28
Bhattacharya N Black E Christensen T and Larson C (2003) Assessing the relative
informativeness and permanence of pro forma earnings and GAAP operating earnings
Journal of Accounting amp Economics 36 (1-3) 285-319
Black D Black E Christensen T and Waegelein J (2011) The effects of executive
compensation contracts and auditor effort on firms pro forma reporting decisions
Working paper - Duke University
Black D and Christensen T (2009) US managers‟ use of bdquopro forma‟ adjustments to meet
strategic earnings targets Journal of Business Finance amp Accounting 36 (3) 297-326
Bowen R Davis A and Matsumoto D (2005) Do firms strategically emphasize performance
metrics in their earnings press releases The Accounting Review 80 (4) 1011-1038
Brown L and Caylor M (2006) Corporate governance and firm valuation Journal of
Accounting and Public Policy 25 409-434
Brown L D and Sivakumar K (2003) Comparing the value relevance of two operating income
measures Review of Accounting Studies 8 (4) 561-572
Choi Y Lin S Walker M and Young S (2007) Disagreement over the persistence of
earnings components evidence on the properties of management-specific adjustments
to GAAP earnings Review of Accounting Studies 12 (4) 595-622
Committee on European Securities Regulators (2005) CESR recommendation on alternative
performance measures
Durnev A and Kim E (2005) To steal or not to steal firm attributes legal environment and
valuation The Journal of Finance 60 (3) 1461-1493
Elliott W (2006) Are investors influenced by pro forma emphasis and reconciliations in
earnings announcements The Accounting Review 81 (1) 113-133
29
Eng L and Mak Y (2003) Corporate governance and voluntary disclosure Journal of
Accounting and Public Policy 22 325-345
European Financial Reporting Advisory Group (2009) Pro-active accounting activities in
Europe Performance reporting an European discussion paper Brussels Belgium
EFRAG
Fama E (1980) Agency problems and theory of the firm Journal of Political Economy 88 (2)
288-307
Fich E and Shivdasani A (2006) Are busy boards effective monitors The Journal of Finance
61 (2) 689-724
Frankel R McVay S and Soliman M (2011) Non-GAAP earnings and board independence
Review of Accounting Studies forthcoming
Frederickson J and J Miller (2004) The effects of pro forma earnings disclosures on analysts‟
and nonprofessional investors‟ equity valuation judgments The Accounting Review
79 (3) 667-686
Gompers P Ishii J and Metrick A (2003) Corporate governance and equity prices Quarterly
Journal of Economics 118 107-155
Hitz J (2010) Press release disclosure of pro forma earnings metrics by large German
corporations - Empirical evidence and regulatory recommendations Accounting in
Europe 7 (1) 63-86
Holthausen R D Larcker and RSloan (1995) Annual Bonus Schemes and the Manipulation of
Earnings Journal of Accounting and Economics 19 29-74
30
Isidro H and Marques A (2010) The role of institutional and economic forces in the strategic
use of non-GAAP disclosures to beat earnings benchmarks Working paper - IUL
ISCTE Business School
Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
manager-adjusted non-GAAP earnings Journal of Business Finance amp Accounting
forthcoming
Jensen M (1993) Presidential address the modern industrial revolution exit and the failure of
internal control systems Journal of Finance 48 831ndash880
Jensen M and K Murphy (1990) Performance Pay and Top-Management Incentives Journal of
Political Economy (98) 2 225-264
Karamanou I and Vafeas N (2005) The association between corporate boards audit
committees and management earnings forecasts an empirical analysis Journal of
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Klapper L and Love I (2004) Corporate governance investor protection and performance in
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Leone M (2010) Whats on the SEC radar CFOcom
Lougee B and Marquardt C (2004) Earnings quality and strategic disclosure an empirical
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Marques A (2006) SEC interventions and the frequency and usefulness of non-GAAP financial
measures Review of Accounting Studies 11 (4) 549-574
31
Marques A (2010) Disclosure strategies among SampP 500 firms Evidence on the disclosure of
non-GAAP financial measures and financial statements in earnings press releases
The British Accounting Review 42 119-131
Schadewitz H and Blevins D (1998) Major determinants of interim disclosures in an
emerging market American Business Review 16 (1) 41ndash55
Zhang H and Zheng L (2011) The valuation impact of reconciling pro forma earnings to
GAAP earnings Journal of Accounting an Economics 51 186-202
32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
15
do not follow the CESR recommendation of defining the components included in their
alternative performance measures Further analysis reveals that only 36 disclose a tabular
reconciliation
ltInsert table 1 heregt
Finally we calculate the percentage of the sample firms that simultaneously adjust for
recurring items and give a higher prominence to non-GAAP earnings measures than to GAAP
earnings figures in the press release as these practices can easily be classified as misleading
Untabulated results indicate that over 60 of firms adjust for recurring items while at same time
give more emphasis to non-GAAP numbers Although this descriptive evidence seems to
indicate the existence of many cases of opportunistic reporting of non-GAAP it is still possible
that some firms do report non-GAAP to transfer private information to the market These
observations if they exist will work against us finding results which support our expectations
4 Research design and descriptive results
Our hypotheses assess the effect of compensation and board quality on firms‟ non-GAAP
reporting decisions that are likely to indicate opportunistic reporting This association is studied
using the following model
Non-GAAP reporting decision =
f (Compensation + Board quality + Other firm incentives)
16
We measure the dependent variable non-GAAP reporting decision in four alternative
ways in accordance with the hypotheses presented in section 2 Firstly we consider whether or
not a firm discloses a non-GAAP measure in the annual earnings announcement press release In
this case function f takes the form of a logistic regression where the dependent variable is non-
GAAP disclosure an indicator variable coded as one when the firm reports non-GAAP figures in
the earnings announcement press release and zero otherwise
Secondly we study the choice of adjustments made to GAAP earnings in the calculation
of non-GAAP figures Recurring adjustments is an indicator variable taking the value of one if
the firm excludes from GAAP earnings recurring items such as RampD expenses depreciation
expenses stock-based compensation items and tax-related and zero otherwise In this case
function f takes the form of a logistic regression
Thirdly we look at the emphasis given to the first non-GAAP measure disclosed - the
categories used in the classification of the variable non-GAAP emphasis are as follows (1) title
(2) subtitle or highlights (3) first or second paragraph (4) third paragraph or lower In this case
the function f takes the form of a multinomial logistic regression where the dependent variable is
coded as one two three or four according to the emphasis given and five otherwise (ie when
the non-GAAP measure is disclosed in a less prominent location of the press release near the
financial statements or no non-GAAP measure is disclosed)6
Lastly we analyze whether managers disclose information regarding the reconciliation
between non-GAAP earnings and the corresponding GAAP measure (in a tabular format or
through written explanations) To be consistent with the previous analyses where we expect the
voluntary reporting decision to be positively (negatively) associated with compensation (board
6 Category five joins the cases where non-GAAP figures are disclosed in the financial statements and the cases
where no non-GAAP numbers are disclosed as in some countries (eg Spain) financial statements have rigid
formats leaving no room for non-GAAP measures This is mentioned in Appendix 1 of the 2009 EFRAG report
17
quality) we define NoReconciliation in the negative way ie as an indicator variable coded as
one if the firm does not report a reconciliation between non-GAAP and the corresponding GAAP
earnings measure in the annual announcement‟ press release and zero otherwise The function f
takes the form of a logistic regression
Compensation is an indicator variable coded as one when directors receive all or a part of
their fees in stock and options grants which are aligned with the firm market performance7
Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009)8 For
each of the 11 board characteristics considered a value of one is assigned whenever the board
attribute is present and a value of zero is attributed otherwise Then all the attributes‟ values are
added to form a board quality score Table 2 presents the percentage of observations where the
criteria used to measure board quality and managers‟ compensation are met The CEO is not the
chairman of the board in more than 90 of the cases there is no former CEO on the board in
835 of the cases and the CEO does not have related-party transactions in 678 of cases On
the other hand the attendance of most board meetings is relatively low (in only 354 of cases
all directors have attended at least 75 of the meetings) The independence of board committees
also varies Compensation committees are predominantly independent but audit committees have
only a majority of independent members in 86 of the cases Regarding compensation we find
that in 606 of the firm-years directors receive all or a portion of their fees in stock and option
grants that are aligned with the firm‟s market performance Thus performance-based
compensation is a wide-spread practice in our sample
7 We recognize that a continuous variable (as the percentage of total compensation that is paid in stock and options
grants which are aligned with company market performance) might be more informative than an indicator variable
However we were unable to find such information for the sample firms 8 Aggarwal et al (2009) consider 25 board attributes and 10 compensation and ownership attributes We included
only 11 attributes in our score because the remaining attributes are coded missing for more than one quarter of the
sample
18
ltInsert table 2 heregt
Other firm incentives refer to firm specific characteristics that affect non-GAAP reporting
choices We consider the following disclosure incentives The proportion of institutional and
insider ownership as a strong presence of these shareholders reduces the need for public
voluntary disclosures (eg Schadewitz and Blevins 1998 and Eng and Mak 2003)9 Consensus
beating (indicator variable coded one if non-GAAP earnings meet or beat the analysts‟ consensus
forecast and GAAP earnings do not and zero otherwise) and analyst following (log of the
number of analysts following the firm) proxy for the influence of financial analysts on non-
GAAP reporting Following previous studies on the determinants of non-GAAP disclosures (eg
Lougee and Marquardt 2004 and Marques 2006) we also include the proportion of intangibles
(intangibles to total assets) special items (indicator variable coded as one if the firm reports
special items and zero otherwise) earnings variability (standard deviation of earnings to assets in
the previous three fiscal years) size (log of market value) and leverage (debt to total assets)
Finally we control for firms that cross-list in US markets as these firms are subject to strict
regulations regarding non-GAAP disclosures (Regulation G)
Table 3 reports descriptive statistics on the financial characteristics of the sample used in
the multivariate analysis A comparison of the first two lines of Table 3 Panel A reveals that the
mean of non-GAAP EPS is 367euro while the mean of the GAAP EPS is just 271euro10
This result is
in line with findings of other studies as firms tend to adjust their GAAP figures mainly by
9 Insider ownership considers ownership positions held by non-buy-side entities such as officers directors public
and private companies and ESOPs Thus it includes managers families financial institutions and other firms 10
Sometimes firms disclose more than one non-GAAP earnings figure in their press release When that happens we
use the first non-GAAP figure disclosed by the firm (ie the one to which more emphasis is given in the press
release) to calculate the mean non-GAAP EPS
19
excluding expenses which leads to non-GAAP figures higher than the comparable GAAP
number This practice has caused concerns among regulators and investors as often it leads to the
presentation of a positive non-GAAP earnings number while the corresponding GAAP earnings
figure is in fact a loss IOSCO (the International Organization of Securities Commission) issued
a cautionary statement in 2002 where it stated problems arise if non-GAAP measures are used in
such a way ldquoas to obscure the financial results determined according to GAAP or provide and
incomplete description of true financial resultsrdquo
On average institutional investors hold 28 of the firms‟ shares and insider investors
hold 23 of the shares The average sample firm is followed by 17 analysts (corresponding to a
log of 402) has market capitalization around 14500 thousand Euros (a log of 884) and a debt
to assets ratio of 28 Panel B of Table 3 reports frequencies for the discrete variables In
approximately one third of the cases non-GAAP earnings is higher than analysts‟ forecasts while
GAAP earnings measures show that the firm does not meet the consensus Some of the sample
firms are cross-listed in US markets (36) and most report special and extraordinary items
(854)
ltInsert table 3 heregt
Table 4 presents the Pearson correlation matrix for the variables included in our
multivariate analysis Results indicate that performance-based compensation is positively
correlated with the decision to make a non-GAAP disclosure and the decision to not disclose
reconciliation information between non-GAAP and GAAP measures These correlations suggest
that compensation is an important determinant of non-GAAP disclosure decisions Apart of
20
compensation the decision to disclose a non-GAAP figure is associated with analyst attention to
the firm (ie number of analysts following and beating analyst earnings forecasts) insider
ownership the level of intangibles and the existence of special items As expected firms‟
adjustments to GAAP earnings are positively correlated with intangibles (which include
goodwill) and special items We also find a positive correlation between the fact that firms make
adjustments for recurring items and insider ownership and special items and a negative
correlation between this and institutional ownership and cross-listing in the US Finally the
emphasis given to non-GAAP information in the press release is positively correlated with
intangibles and the fact that non-GAAP numbers beat the analysts‟ target and negatively
correlated with insider ownership
ltInsert table 4 heregt
5 Results on the association between compensation board quality and non-GAAP
reporting decisions
Table 5 presents the empirical results of our study of the relation between compensation
board quality and the decision to disclose non-GAAP earnings measures The first estimation of
the logit model (column 1) considers only the impact of compensation on the disclosure decision
the second estimation of the logit model (column 2) considers the impact of board quality by
itself and the third set of results (column 3) considers the two factors concurrently The two
coefficients estimated for performance-base compensation are positive and statistically
significant (columns 1 and 3) This result supports hypothesis 1A as the propensity to disclose
non-GAAP earnings in earnings announcements‟ press releases is higher when compensation is
21
linked to the market performance of the firm Consistent with hypothesis 2A the estimated
coefficients for board quality are negative and statistically significant (columns 2 and 3) That is
the probability of reporting discretionary non-GAAP measures is lower when the board of
directors follows more desirable corporate governance standards Thus while compensation
contracts linked to performance can encourage firms to disclose non-GAAP measures
opportunistically (and in ways that can mislead investors) effective boards can counteract this
effect
The results for the other firm factors are in line with previous academic findings Both
measures of ownership are negative and statistically significant in the three specifications of our
model This supports the idea that a higher level of institutional ownership is associated with less
disclosure of non-GAAP figures that might be opportunistic (Jennings and Marques 2011)
Given that in Europe capital is traditionally less dispersed and family firms are still prevalent
there is less need for voluntary public information while at the same time there is closer
monitoring over managers‟ actions This is consistent with our findings for insider ownership
The results for consensus beating suggest that managers use the disclosure of non-GAAP figures
to appear to meet or beat analyst earnings benchmarks (as documented in Black and Christensen
2009 and Isidro and Marques 2010)
ltInsert table 5 heregt
Table 6 presents the results of the analysis of the association between compensation
board quality and the adjustment for recurring items in firms‟ calculation of non-GAAP earnings
measures Black and Christensen (2009) find that managers opportunistically exclude from
22
GAAP earnings recurring items such as RampD expenses depreciation expenses stock-based
compensation items and tax-related charges Our estimation shows that in the two models where
compensation is included (columns 1 and 3) the coefficients are positive and statistically
significant suggesting that in firms where compensation is tied to market performance there is a
higher probability of adjusting GAAP earnings for items that are recurring This is consistent
with hypothesis 1B We find no impact of board quality on the propensity to adjust for recurring
items Thus we are unable to reject the null hypothesis on the case of hypothesis 2B This may
be because the board does not have detailed information on how recurring the items excluded
can be Institutional shareholders and insiders seem to have a disciplinary effect of the
adjustment for recurring items as both sets of estimated coefficients (columns 1 and 3) are
negative and statistically significant
As a robustness check we also run an OLS model where the dependent variable is the
total value of the adjustments made ie non-GAAP earnings per share minus GAAP earnings
per share This is a weaker test of our hypothesis as the variable may also include adjustments
for items that are in fact non-recurring (and thus justifiable) Non-tabulated results for this
specification are consistent with those presented in Table 6 suggesting that compensation is an
important motive for opportunistic reporting of non-GAAP information11
lt Insert table 6 heregt
Table 7 presents the results of the analysis of the association between compensation
board quality and the emphasis that managers give to non-GAAP earnings measures in the press
11
Consistent with this being a weaker test of managers‟ intentions the estimated coefficients have a lower level of
statistical significance
23
release As before the first estimation of our model considers the impact of compensation on the
disclosure decision the second estimation considers the impact of board quality and the third set
of results considers the two factors concurrently Given that this analysis is performed using a
multinomial logistic regression we divide the table into 4 panels each one corresponding to a
specific position of the non-GAAP measures in the earnings announcement press release
Panel A which analyzes non-GAAP disclosures in the title of the press release shows
that the estimated coefficient for our compensation variable is positive and statistically
significant That is when compensation is linked to the performance of the firm the non-GAAP
earnings measure disclosed is in the title of the press release more often as compared to
reporting it in the financial statements (the part of the press release not considered in any panel)
or not reporting it at all However compensation does not affect the positioning of non-GAAP
measures significantly in any other part of the press release This result suggests that when firms
position their non-GAAP measures strategically they tend to include it in the title of the press
release which is consistent with firms giving more emphasis to non-GAAP measures whenever
they have a strategic reason for doing so This practice can have an important impact in financial
markets as price reactions to earnings announcements tend to be higher when the non-GAAP
number is placed first in the press release particularly from less-sophisticated investors (Allee et
al 2007)
The results for board quality reveal that this variable is negatively associated with the
emphasis given to non-GAAP measures in all panels when considered independently from
managers‟ compensation (column 2) This is consistent with our hypothesis 2C When
considered concurrently with managers‟ compensation (column 3) the estimated coefficients for
board quality remain negative and statistically significant except in Panel B where the
24
coefficient although negative is not statistically different from zero Given that in the third
model of panel A where the two measures are considered concurrently compensation has a
positive and significant effect while board quality has a negative and significant effect we
conclude that board quality can reduce opportunistic emphasis given to non-GAAP disclosures
motivated by compensation For economy of space we do not tabulate the results for the other
firm factors but these are consistent with previous findings
ltInsert Table 7 heregt
Our last set of hypotheses (1D and 2D) states that the non disclosure of a reconciliation
between non-GAAP and GAAP earnings is more (less) likely when compensation is linked to
firm performance (when the board of directors follows more desirable corporate governance
standards) Estimation results presented in Table 8 indicate that performance-based
compensation contracts seem to restrain the disclosure of information that allows users of
financial statements to reconcile non-GAAP to GAAP earnings As firms tend to make higher
adjustments to GAAP figures when compensation is aligned with firm performance avoiding the
disclosure of detailed information about the adjustments made helps to portray a better picture of
firm performance However our results also indicate that board quality does not impact on the
decision to provide reconciliation information
A caveat of our reconciliation results is that in certain regimes providing reconciliations
is not a voluntary decision but a requirement imposed either by accounting or market rules For
example in the UK Financial Reporting Standard 3 (Accounting Standards Board 1993)
requires alternative earnings per share figures to be reconciled with a GAAP figure and in
25
France the Autoriteacute des Marcheacutes Financiers has a similar request However there is also
evidence that firms in certain countries do not follow these rules (eg Aubert 2010 reports that
in France reconciliations are rarely provided by managers) As a robustness check we repeat the
empirical analysis excluding firms from these two countries The results are weaker but in line
with the findings reported in Table 8 We also find similar conclusions for the reconciliation
analysis when we distinguish between tabular reconciliations and written reconciliations and
when we exclude firms cross-listed in the US where reconciliations are required
ltInsert table 8 heregt
Presenting a reconciliation between GAAP and non-GAAP numbers can help investors
understand the adjustments made Thus reporting a reconciliation may interfere with firms‟
choices regarding non-GAAP reporting namely adjusting for items that are recurring and giving
a high emphasis to non-GAAP figures in the press release To check for this effect we re-run the
equations of tables 6 and 7 for the subsample of observations that report a reconciliation The
results are consistent with our initial analysis suggesting that firms‟ disclosing practices are not
conditioned by the presentation of reconciliation information
6 Conclusion
For a set of international firms we analyze how compensation and good corporate
governance in the board of directors influences non-GAAP reporting decisions We analyze four
26
aspects of non-GAAP reporting that are often associated with firms‟ opportunistic intention to
portray a better image of their performance the decision to make a non-GAAP disclosure the
fact that some firms make adjustments for recurring items to GAAP earnings to calculate a non-
GAAP measure the high emphasis given to non-GAAP measures in the press release and not
disclosing a reconciliation that explains the difference between non-GAAP and GAAP earnings
We expect and find a positive relation between those discretionary aspects of non-GAAP
reporting and the fact that firms pay all or a portion of compensation in stock and option grants
aligned with firm performance Our findings suggest that performance-based compensation
encourages firms to use non-GAAP information opportunistically in order to boost users‟
perceptions about firm performance and thus maximize compensation The empirical results also
indicate that an efficient board of directors capable of monitoring firms‟ actions can help
counteract some of the discretionary disclosure choices In particular we find that an efficient
board of directors can reduce the likelihood of disclosing non-GAAP figures and reduce the
emphasis given to non-GAAP information in the press release However the exclusion of
recurring items from GAAP earnings and the decision to present reconciliation between non-
GAAP and GAAP measures do not seem to be influenced by the quality of the board It is
possible that the board does not monitor these reporting aspects Our results suggests that
internal corporate controls have only limited influence over firms‟ non-GAAP disclosure
decisions which may be of interest to regulators interested in the introduction of non-GAAP
rules in Europe
27
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Andersson P and Hellman N (2007) Does pro forma reporting bias analyst forecasts
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Ashbaugh-Sakife H Collins D and LaFond R (2006) The effects of corporate governance on
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Working paper - Duke University
Black D and Christensen T (2009) US managers‟ use of bdquopro forma‟ adjustments to meet
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Bowen R Davis A and Matsumoto D (2005) Do firms strategically emphasize performance
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Brown L and Caylor M (2006) Corporate governance and firm valuation Journal of
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Durnev A and Kim E (2005) To steal or not to steal firm attributes legal environment and
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Elliott W (2006) Are investors influenced by pro forma emphasis and reconciliations in
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29
Eng L and Mak Y (2003) Corporate governance and voluntary disclosure Journal of
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European Financial Reporting Advisory Group (2009) Pro-active accounting activities in
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EFRAG
Fama E (1980) Agency problems and theory of the firm Journal of Political Economy 88 (2)
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Fich E and Shivdasani A (2006) Are busy boards effective monitors The Journal of Finance
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Frankel R McVay S and Soliman M (2011) Non-GAAP earnings and board independence
Review of Accounting Studies forthcoming
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30
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ISCTE Business School
Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
manager-adjusted non-GAAP earnings Journal of Business Finance amp Accounting
forthcoming
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32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
16
We measure the dependent variable non-GAAP reporting decision in four alternative
ways in accordance with the hypotheses presented in section 2 Firstly we consider whether or
not a firm discloses a non-GAAP measure in the annual earnings announcement press release In
this case function f takes the form of a logistic regression where the dependent variable is non-
GAAP disclosure an indicator variable coded as one when the firm reports non-GAAP figures in
the earnings announcement press release and zero otherwise
Secondly we study the choice of adjustments made to GAAP earnings in the calculation
of non-GAAP figures Recurring adjustments is an indicator variable taking the value of one if
the firm excludes from GAAP earnings recurring items such as RampD expenses depreciation
expenses stock-based compensation items and tax-related and zero otherwise In this case
function f takes the form of a logistic regression
Thirdly we look at the emphasis given to the first non-GAAP measure disclosed - the
categories used in the classification of the variable non-GAAP emphasis are as follows (1) title
(2) subtitle or highlights (3) first or second paragraph (4) third paragraph or lower In this case
the function f takes the form of a multinomial logistic regression where the dependent variable is
coded as one two three or four according to the emphasis given and five otherwise (ie when
the non-GAAP measure is disclosed in a less prominent location of the press release near the
financial statements or no non-GAAP measure is disclosed)6
Lastly we analyze whether managers disclose information regarding the reconciliation
between non-GAAP earnings and the corresponding GAAP measure (in a tabular format or
through written explanations) To be consistent with the previous analyses where we expect the
voluntary reporting decision to be positively (negatively) associated with compensation (board
6 Category five joins the cases where non-GAAP figures are disclosed in the financial statements and the cases
where no non-GAAP numbers are disclosed as in some countries (eg Spain) financial statements have rigid
formats leaving no room for non-GAAP measures This is mentioned in Appendix 1 of the 2009 EFRAG report
17
quality) we define NoReconciliation in the negative way ie as an indicator variable coded as
one if the firm does not report a reconciliation between non-GAAP and the corresponding GAAP
earnings measure in the annual announcement‟ press release and zero otherwise The function f
takes the form of a logistic regression
Compensation is an indicator variable coded as one when directors receive all or a part of
their fees in stock and options grants which are aligned with the firm market performance7
Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009)8 For
each of the 11 board characteristics considered a value of one is assigned whenever the board
attribute is present and a value of zero is attributed otherwise Then all the attributes‟ values are
added to form a board quality score Table 2 presents the percentage of observations where the
criteria used to measure board quality and managers‟ compensation are met The CEO is not the
chairman of the board in more than 90 of the cases there is no former CEO on the board in
835 of the cases and the CEO does not have related-party transactions in 678 of cases On
the other hand the attendance of most board meetings is relatively low (in only 354 of cases
all directors have attended at least 75 of the meetings) The independence of board committees
also varies Compensation committees are predominantly independent but audit committees have
only a majority of independent members in 86 of the cases Regarding compensation we find
that in 606 of the firm-years directors receive all or a portion of their fees in stock and option
grants that are aligned with the firm‟s market performance Thus performance-based
compensation is a wide-spread practice in our sample
7 We recognize that a continuous variable (as the percentage of total compensation that is paid in stock and options
grants which are aligned with company market performance) might be more informative than an indicator variable
However we were unable to find such information for the sample firms 8 Aggarwal et al (2009) consider 25 board attributes and 10 compensation and ownership attributes We included
only 11 attributes in our score because the remaining attributes are coded missing for more than one quarter of the
sample
18
ltInsert table 2 heregt
Other firm incentives refer to firm specific characteristics that affect non-GAAP reporting
choices We consider the following disclosure incentives The proportion of institutional and
insider ownership as a strong presence of these shareholders reduces the need for public
voluntary disclosures (eg Schadewitz and Blevins 1998 and Eng and Mak 2003)9 Consensus
beating (indicator variable coded one if non-GAAP earnings meet or beat the analysts‟ consensus
forecast and GAAP earnings do not and zero otherwise) and analyst following (log of the
number of analysts following the firm) proxy for the influence of financial analysts on non-
GAAP reporting Following previous studies on the determinants of non-GAAP disclosures (eg
Lougee and Marquardt 2004 and Marques 2006) we also include the proportion of intangibles
(intangibles to total assets) special items (indicator variable coded as one if the firm reports
special items and zero otherwise) earnings variability (standard deviation of earnings to assets in
the previous three fiscal years) size (log of market value) and leverage (debt to total assets)
Finally we control for firms that cross-list in US markets as these firms are subject to strict
regulations regarding non-GAAP disclosures (Regulation G)
Table 3 reports descriptive statistics on the financial characteristics of the sample used in
the multivariate analysis A comparison of the first two lines of Table 3 Panel A reveals that the
mean of non-GAAP EPS is 367euro while the mean of the GAAP EPS is just 271euro10
This result is
in line with findings of other studies as firms tend to adjust their GAAP figures mainly by
9 Insider ownership considers ownership positions held by non-buy-side entities such as officers directors public
and private companies and ESOPs Thus it includes managers families financial institutions and other firms 10
Sometimes firms disclose more than one non-GAAP earnings figure in their press release When that happens we
use the first non-GAAP figure disclosed by the firm (ie the one to which more emphasis is given in the press
release) to calculate the mean non-GAAP EPS
19
excluding expenses which leads to non-GAAP figures higher than the comparable GAAP
number This practice has caused concerns among regulators and investors as often it leads to the
presentation of a positive non-GAAP earnings number while the corresponding GAAP earnings
figure is in fact a loss IOSCO (the International Organization of Securities Commission) issued
a cautionary statement in 2002 where it stated problems arise if non-GAAP measures are used in
such a way ldquoas to obscure the financial results determined according to GAAP or provide and
incomplete description of true financial resultsrdquo
On average institutional investors hold 28 of the firms‟ shares and insider investors
hold 23 of the shares The average sample firm is followed by 17 analysts (corresponding to a
log of 402) has market capitalization around 14500 thousand Euros (a log of 884) and a debt
to assets ratio of 28 Panel B of Table 3 reports frequencies for the discrete variables In
approximately one third of the cases non-GAAP earnings is higher than analysts‟ forecasts while
GAAP earnings measures show that the firm does not meet the consensus Some of the sample
firms are cross-listed in US markets (36) and most report special and extraordinary items
(854)
ltInsert table 3 heregt
Table 4 presents the Pearson correlation matrix for the variables included in our
multivariate analysis Results indicate that performance-based compensation is positively
correlated with the decision to make a non-GAAP disclosure and the decision to not disclose
reconciliation information between non-GAAP and GAAP measures These correlations suggest
that compensation is an important determinant of non-GAAP disclosure decisions Apart of
20
compensation the decision to disclose a non-GAAP figure is associated with analyst attention to
the firm (ie number of analysts following and beating analyst earnings forecasts) insider
ownership the level of intangibles and the existence of special items As expected firms‟
adjustments to GAAP earnings are positively correlated with intangibles (which include
goodwill) and special items We also find a positive correlation between the fact that firms make
adjustments for recurring items and insider ownership and special items and a negative
correlation between this and institutional ownership and cross-listing in the US Finally the
emphasis given to non-GAAP information in the press release is positively correlated with
intangibles and the fact that non-GAAP numbers beat the analysts‟ target and negatively
correlated with insider ownership
ltInsert table 4 heregt
5 Results on the association between compensation board quality and non-GAAP
reporting decisions
Table 5 presents the empirical results of our study of the relation between compensation
board quality and the decision to disclose non-GAAP earnings measures The first estimation of
the logit model (column 1) considers only the impact of compensation on the disclosure decision
the second estimation of the logit model (column 2) considers the impact of board quality by
itself and the third set of results (column 3) considers the two factors concurrently The two
coefficients estimated for performance-base compensation are positive and statistically
significant (columns 1 and 3) This result supports hypothesis 1A as the propensity to disclose
non-GAAP earnings in earnings announcements‟ press releases is higher when compensation is
21
linked to the market performance of the firm Consistent with hypothesis 2A the estimated
coefficients for board quality are negative and statistically significant (columns 2 and 3) That is
the probability of reporting discretionary non-GAAP measures is lower when the board of
directors follows more desirable corporate governance standards Thus while compensation
contracts linked to performance can encourage firms to disclose non-GAAP measures
opportunistically (and in ways that can mislead investors) effective boards can counteract this
effect
The results for the other firm factors are in line with previous academic findings Both
measures of ownership are negative and statistically significant in the three specifications of our
model This supports the idea that a higher level of institutional ownership is associated with less
disclosure of non-GAAP figures that might be opportunistic (Jennings and Marques 2011)
Given that in Europe capital is traditionally less dispersed and family firms are still prevalent
there is less need for voluntary public information while at the same time there is closer
monitoring over managers‟ actions This is consistent with our findings for insider ownership
The results for consensus beating suggest that managers use the disclosure of non-GAAP figures
to appear to meet or beat analyst earnings benchmarks (as documented in Black and Christensen
2009 and Isidro and Marques 2010)
ltInsert table 5 heregt
Table 6 presents the results of the analysis of the association between compensation
board quality and the adjustment for recurring items in firms‟ calculation of non-GAAP earnings
measures Black and Christensen (2009) find that managers opportunistically exclude from
22
GAAP earnings recurring items such as RampD expenses depreciation expenses stock-based
compensation items and tax-related charges Our estimation shows that in the two models where
compensation is included (columns 1 and 3) the coefficients are positive and statistically
significant suggesting that in firms where compensation is tied to market performance there is a
higher probability of adjusting GAAP earnings for items that are recurring This is consistent
with hypothesis 1B We find no impact of board quality on the propensity to adjust for recurring
items Thus we are unable to reject the null hypothesis on the case of hypothesis 2B This may
be because the board does not have detailed information on how recurring the items excluded
can be Institutional shareholders and insiders seem to have a disciplinary effect of the
adjustment for recurring items as both sets of estimated coefficients (columns 1 and 3) are
negative and statistically significant
As a robustness check we also run an OLS model where the dependent variable is the
total value of the adjustments made ie non-GAAP earnings per share minus GAAP earnings
per share This is a weaker test of our hypothesis as the variable may also include adjustments
for items that are in fact non-recurring (and thus justifiable) Non-tabulated results for this
specification are consistent with those presented in Table 6 suggesting that compensation is an
important motive for opportunistic reporting of non-GAAP information11
lt Insert table 6 heregt
Table 7 presents the results of the analysis of the association between compensation
board quality and the emphasis that managers give to non-GAAP earnings measures in the press
11
Consistent with this being a weaker test of managers‟ intentions the estimated coefficients have a lower level of
statistical significance
23
release As before the first estimation of our model considers the impact of compensation on the
disclosure decision the second estimation considers the impact of board quality and the third set
of results considers the two factors concurrently Given that this analysis is performed using a
multinomial logistic regression we divide the table into 4 panels each one corresponding to a
specific position of the non-GAAP measures in the earnings announcement press release
Panel A which analyzes non-GAAP disclosures in the title of the press release shows
that the estimated coefficient for our compensation variable is positive and statistically
significant That is when compensation is linked to the performance of the firm the non-GAAP
earnings measure disclosed is in the title of the press release more often as compared to
reporting it in the financial statements (the part of the press release not considered in any panel)
or not reporting it at all However compensation does not affect the positioning of non-GAAP
measures significantly in any other part of the press release This result suggests that when firms
position their non-GAAP measures strategically they tend to include it in the title of the press
release which is consistent with firms giving more emphasis to non-GAAP measures whenever
they have a strategic reason for doing so This practice can have an important impact in financial
markets as price reactions to earnings announcements tend to be higher when the non-GAAP
number is placed first in the press release particularly from less-sophisticated investors (Allee et
al 2007)
The results for board quality reveal that this variable is negatively associated with the
emphasis given to non-GAAP measures in all panels when considered independently from
managers‟ compensation (column 2) This is consistent with our hypothesis 2C When
considered concurrently with managers‟ compensation (column 3) the estimated coefficients for
board quality remain negative and statistically significant except in Panel B where the
24
coefficient although negative is not statistically different from zero Given that in the third
model of panel A where the two measures are considered concurrently compensation has a
positive and significant effect while board quality has a negative and significant effect we
conclude that board quality can reduce opportunistic emphasis given to non-GAAP disclosures
motivated by compensation For economy of space we do not tabulate the results for the other
firm factors but these are consistent with previous findings
ltInsert Table 7 heregt
Our last set of hypotheses (1D and 2D) states that the non disclosure of a reconciliation
between non-GAAP and GAAP earnings is more (less) likely when compensation is linked to
firm performance (when the board of directors follows more desirable corporate governance
standards) Estimation results presented in Table 8 indicate that performance-based
compensation contracts seem to restrain the disclosure of information that allows users of
financial statements to reconcile non-GAAP to GAAP earnings As firms tend to make higher
adjustments to GAAP figures when compensation is aligned with firm performance avoiding the
disclosure of detailed information about the adjustments made helps to portray a better picture of
firm performance However our results also indicate that board quality does not impact on the
decision to provide reconciliation information
A caveat of our reconciliation results is that in certain regimes providing reconciliations
is not a voluntary decision but a requirement imposed either by accounting or market rules For
example in the UK Financial Reporting Standard 3 (Accounting Standards Board 1993)
requires alternative earnings per share figures to be reconciled with a GAAP figure and in
25
France the Autoriteacute des Marcheacutes Financiers has a similar request However there is also
evidence that firms in certain countries do not follow these rules (eg Aubert 2010 reports that
in France reconciliations are rarely provided by managers) As a robustness check we repeat the
empirical analysis excluding firms from these two countries The results are weaker but in line
with the findings reported in Table 8 We also find similar conclusions for the reconciliation
analysis when we distinguish between tabular reconciliations and written reconciliations and
when we exclude firms cross-listed in the US where reconciliations are required
ltInsert table 8 heregt
Presenting a reconciliation between GAAP and non-GAAP numbers can help investors
understand the adjustments made Thus reporting a reconciliation may interfere with firms‟
choices regarding non-GAAP reporting namely adjusting for items that are recurring and giving
a high emphasis to non-GAAP figures in the press release To check for this effect we re-run the
equations of tables 6 and 7 for the subsample of observations that report a reconciliation The
results are consistent with our initial analysis suggesting that firms‟ disclosing practices are not
conditioned by the presentation of reconciliation information
6 Conclusion
For a set of international firms we analyze how compensation and good corporate
governance in the board of directors influences non-GAAP reporting decisions We analyze four
26
aspects of non-GAAP reporting that are often associated with firms‟ opportunistic intention to
portray a better image of their performance the decision to make a non-GAAP disclosure the
fact that some firms make adjustments for recurring items to GAAP earnings to calculate a non-
GAAP measure the high emphasis given to non-GAAP measures in the press release and not
disclosing a reconciliation that explains the difference between non-GAAP and GAAP earnings
We expect and find a positive relation between those discretionary aspects of non-GAAP
reporting and the fact that firms pay all or a portion of compensation in stock and option grants
aligned with firm performance Our findings suggest that performance-based compensation
encourages firms to use non-GAAP information opportunistically in order to boost users‟
perceptions about firm performance and thus maximize compensation The empirical results also
indicate that an efficient board of directors capable of monitoring firms‟ actions can help
counteract some of the discretionary disclosure choices In particular we find that an efficient
board of directors can reduce the likelihood of disclosing non-GAAP figures and reduce the
emphasis given to non-GAAP information in the press release However the exclusion of
recurring items from GAAP earnings and the decision to present reconciliation between non-
GAAP and GAAP measures do not seem to be influenced by the quality of the board It is
possible that the board does not monitor these reporting aspects Our results suggests that
internal corporate controls have only limited influence over firms‟ non-GAAP disclosure
decisions which may be of interest to regulators interested in the introduction of non-GAAP
rules in Europe
27
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Aboody D and Kasznik R (2000) CEO stock option awards and the timing of corporate
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Aggarwal R Erel I Stulz R and Williamson R (2009) Differences in governance practices
between US and foreign firms measurement causes and consequences Review of
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Allee K Bhattacharya N Black E and Christensen T (2007) Pro forma disclosure and
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Accounting Organizations and Society 32 (3) 201-222
Andersson P and Hellman N (2007) Does pro forma reporting bias analyst forecasts
European Accounting Review 16 (2) 277-289
Ashbaugh-Sakife H Collins D and LaFond R (2006) The effects of corporate governance on
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Bamber L Jiang J and Wang I (2010) Whats my style The influence of top managers on
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Beekes W and Brown P (2006) Do better-governed Australian firms make more informative
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Bhattacharya N Black E Christensen T and Larson C (2003) Assessing the relative
informativeness and permanence of pro forma earnings and GAAP operating earnings
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Black D Black E Christensen T and Waegelein J (2011) The effects of executive
compensation contracts and auditor effort on firms pro forma reporting decisions
Working paper - Duke University
Black D and Christensen T (2009) US managers‟ use of bdquopro forma‟ adjustments to meet
strategic earnings targets Journal of Business Finance amp Accounting 36 (3) 297-326
Bowen R Davis A and Matsumoto D (2005) Do firms strategically emphasize performance
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Brown L and Caylor M (2006) Corporate governance and firm valuation Journal of
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Brown L D and Sivakumar K (2003) Comparing the value relevance of two operating income
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Choi Y Lin S Walker M and Young S (2007) Disagreement over the persistence of
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Committee on European Securities Regulators (2005) CESR recommendation on alternative
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Durnev A and Kim E (2005) To steal or not to steal firm attributes legal environment and
valuation The Journal of Finance 60 (3) 1461-1493
Elliott W (2006) Are investors influenced by pro forma emphasis and reconciliations in
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Eng L and Mak Y (2003) Corporate governance and voluntary disclosure Journal of
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European Financial Reporting Advisory Group (2009) Pro-active accounting activities in
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EFRAG
Fama E (1980) Agency problems and theory of the firm Journal of Political Economy 88 (2)
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Fich E and Shivdasani A (2006) Are busy boards effective monitors The Journal of Finance
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Frankel R McVay S and Soliman M (2011) Non-GAAP earnings and board independence
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Gompers P Ishii J and Metrick A (2003) Corporate governance and equity prices Quarterly
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Hitz J (2010) Press release disclosure of pro forma earnings metrics by large German
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Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
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Karamanou I and Vafeas N (2005) The association between corporate boards audit
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emerging market American Business Review 16 (1) 41ndash55
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32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
17
quality) we define NoReconciliation in the negative way ie as an indicator variable coded as
one if the firm does not report a reconciliation between non-GAAP and the corresponding GAAP
earnings measure in the annual announcement‟ press release and zero otherwise The function f
takes the form of a logistic regression
Compensation is an indicator variable coded as one when directors receive all or a part of
their fees in stock and options grants which are aligned with the firm market performance7
Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009)8 For
each of the 11 board characteristics considered a value of one is assigned whenever the board
attribute is present and a value of zero is attributed otherwise Then all the attributes‟ values are
added to form a board quality score Table 2 presents the percentage of observations where the
criteria used to measure board quality and managers‟ compensation are met The CEO is not the
chairman of the board in more than 90 of the cases there is no former CEO on the board in
835 of the cases and the CEO does not have related-party transactions in 678 of cases On
the other hand the attendance of most board meetings is relatively low (in only 354 of cases
all directors have attended at least 75 of the meetings) The independence of board committees
also varies Compensation committees are predominantly independent but audit committees have
only a majority of independent members in 86 of the cases Regarding compensation we find
that in 606 of the firm-years directors receive all or a portion of their fees in stock and option
grants that are aligned with the firm‟s market performance Thus performance-based
compensation is a wide-spread practice in our sample
7 We recognize that a continuous variable (as the percentage of total compensation that is paid in stock and options
grants which are aligned with company market performance) might be more informative than an indicator variable
However we were unable to find such information for the sample firms 8 Aggarwal et al (2009) consider 25 board attributes and 10 compensation and ownership attributes We included
only 11 attributes in our score because the remaining attributes are coded missing for more than one quarter of the
sample
18
ltInsert table 2 heregt
Other firm incentives refer to firm specific characteristics that affect non-GAAP reporting
choices We consider the following disclosure incentives The proportion of institutional and
insider ownership as a strong presence of these shareholders reduces the need for public
voluntary disclosures (eg Schadewitz and Blevins 1998 and Eng and Mak 2003)9 Consensus
beating (indicator variable coded one if non-GAAP earnings meet or beat the analysts‟ consensus
forecast and GAAP earnings do not and zero otherwise) and analyst following (log of the
number of analysts following the firm) proxy for the influence of financial analysts on non-
GAAP reporting Following previous studies on the determinants of non-GAAP disclosures (eg
Lougee and Marquardt 2004 and Marques 2006) we also include the proportion of intangibles
(intangibles to total assets) special items (indicator variable coded as one if the firm reports
special items and zero otherwise) earnings variability (standard deviation of earnings to assets in
the previous three fiscal years) size (log of market value) and leverage (debt to total assets)
Finally we control for firms that cross-list in US markets as these firms are subject to strict
regulations regarding non-GAAP disclosures (Regulation G)
Table 3 reports descriptive statistics on the financial characteristics of the sample used in
the multivariate analysis A comparison of the first two lines of Table 3 Panel A reveals that the
mean of non-GAAP EPS is 367euro while the mean of the GAAP EPS is just 271euro10
This result is
in line with findings of other studies as firms tend to adjust their GAAP figures mainly by
9 Insider ownership considers ownership positions held by non-buy-side entities such as officers directors public
and private companies and ESOPs Thus it includes managers families financial institutions and other firms 10
Sometimes firms disclose more than one non-GAAP earnings figure in their press release When that happens we
use the first non-GAAP figure disclosed by the firm (ie the one to which more emphasis is given in the press
release) to calculate the mean non-GAAP EPS
19
excluding expenses which leads to non-GAAP figures higher than the comparable GAAP
number This practice has caused concerns among regulators and investors as often it leads to the
presentation of a positive non-GAAP earnings number while the corresponding GAAP earnings
figure is in fact a loss IOSCO (the International Organization of Securities Commission) issued
a cautionary statement in 2002 where it stated problems arise if non-GAAP measures are used in
such a way ldquoas to obscure the financial results determined according to GAAP or provide and
incomplete description of true financial resultsrdquo
On average institutional investors hold 28 of the firms‟ shares and insider investors
hold 23 of the shares The average sample firm is followed by 17 analysts (corresponding to a
log of 402) has market capitalization around 14500 thousand Euros (a log of 884) and a debt
to assets ratio of 28 Panel B of Table 3 reports frequencies for the discrete variables In
approximately one third of the cases non-GAAP earnings is higher than analysts‟ forecasts while
GAAP earnings measures show that the firm does not meet the consensus Some of the sample
firms are cross-listed in US markets (36) and most report special and extraordinary items
(854)
ltInsert table 3 heregt
Table 4 presents the Pearson correlation matrix for the variables included in our
multivariate analysis Results indicate that performance-based compensation is positively
correlated with the decision to make a non-GAAP disclosure and the decision to not disclose
reconciliation information between non-GAAP and GAAP measures These correlations suggest
that compensation is an important determinant of non-GAAP disclosure decisions Apart of
20
compensation the decision to disclose a non-GAAP figure is associated with analyst attention to
the firm (ie number of analysts following and beating analyst earnings forecasts) insider
ownership the level of intangibles and the existence of special items As expected firms‟
adjustments to GAAP earnings are positively correlated with intangibles (which include
goodwill) and special items We also find a positive correlation between the fact that firms make
adjustments for recurring items and insider ownership and special items and a negative
correlation between this and institutional ownership and cross-listing in the US Finally the
emphasis given to non-GAAP information in the press release is positively correlated with
intangibles and the fact that non-GAAP numbers beat the analysts‟ target and negatively
correlated with insider ownership
ltInsert table 4 heregt
5 Results on the association between compensation board quality and non-GAAP
reporting decisions
Table 5 presents the empirical results of our study of the relation between compensation
board quality and the decision to disclose non-GAAP earnings measures The first estimation of
the logit model (column 1) considers only the impact of compensation on the disclosure decision
the second estimation of the logit model (column 2) considers the impact of board quality by
itself and the third set of results (column 3) considers the two factors concurrently The two
coefficients estimated for performance-base compensation are positive and statistically
significant (columns 1 and 3) This result supports hypothesis 1A as the propensity to disclose
non-GAAP earnings in earnings announcements‟ press releases is higher when compensation is
21
linked to the market performance of the firm Consistent with hypothesis 2A the estimated
coefficients for board quality are negative and statistically significant (columns 2 and 3) That is
the probability of reporting discretionary non-GAAP measures is lower when the board of
directors follows more desirable corporate governance standards Thus while compensation
contracts linked to performance can encourage firms to disclose non-GAAP measures
opportunistically (and in ways that can mislead investors) effective boards can counteract this
effect
The results for the other firm factors are in line with previous academic findings Both
measures of ownership are negative and statistically significant in the three specifications of our
model This supports the idea that a higher level of institutional ownership is associated with less
disclosure of non-GAAP figures that might be opportunistic (Jennings and Marques 2011)
Given that in Europe capital is traditionally less dispersed and family firms are still prevalent
there is less need for voluntary public information while at the same time there is closer
monitoring over managers‟ actions This is consistent with our findings for insider ownership
The results for consensus beating suggest that managers use the disclosure of non-GAAP figures
to appear to meet or beat analyst earnings benchmarks (as documented in Black and Christensen
2009 and Isidro and Marques 2010)
ltInsert table 5 heregt
Table 6 presents the results of the analysis of the association between compensation
board quality and the adjustment for recurring items in firms‟ calculation of non-GAAP earnings
measures Black and Christensen (2009) find that managers opportunistically exclude from
22
GAAP earnings recurring items such as RampD expenses depreciation expenses stock-based
compensation items and tax-related charges Our estimation shows that in the two models where
compensation is included (columns 1 and 3) the coefficients are positive and statistically
significant suggesting that in firms where compensation is tied to market performance there is a
higher probability of adjusting GAAP earnings for items that are recurring This is consistent
with hypothesis 1B We find no impact of board quality on the propensity to adjust for recurring
items Thus we are unable to reject the null hypothesis on the case of hypothesis 2B This may
be because the board does not have detailed information on how recurring the items excluded
can be Institutional shareholders and insiders seem to have a disciplinary effect of the
adjustment for recurring items as both sets of estimated coefficients (columns 1 and 3) are
negative and statistically significant
As a robustness check we also run an OLS model where the dependent variable is the
total value of the adjustments made ie non-GAAP earnings per share minus GAAP earnings
per share This is a weaker test of our hypothesis as the variable may also include adjustments
for items that are in fact non-recurring (and thus justifiable) Non-tabulated results for this
specification are consistent with those presented in Table 6 suggesting that compensation is an
important motive for opportunistic reporting of non-GAAP information11
lt Insert table 6 heregt
Table 7 presents the results of the analysis of the association between compensation
board quality and the emphasis that managers give to non-GAAP earnings measures in the press
11
Consistent with this being a weaker test of managers‟ intentions the estimated coefficients have a lower level of
statistical significance
23
release As before the first estimation of our model considers the impact of compensation on the
disclosure decision the second estimation considers the impact of board quality and the third set
of results considers the two factors concurrently Given that this analysis is performed using a
multinomial logistic regression we divide the table into 4 panels each one corresponding to a
specific position of the non-GAAP measures in the earnings announcement press release
Panel A which analyzes non-GAAP disclosures in the title of the press release shows
that the estimated coefficient for our compensation variable is positive and statistically
significant That is when compensation is linked to the performance of the firm the non-GAAP
earnings measure disclosed is in the title of the press release more often as compared to
reporting it in the financial statements (the part of the press release not considered in any panel)
or not reporting it at all However compensation does not affect the positioning of non-GAAP
measures significantly in any other part of the press release This result suggests that when firms
position their non-GAAP measures strategically they tend to include it in the title of the press
release which is consistent with firms giving more emphasis to non-GAAP measures whenever
they have a strategic reason for doing so This practice can have an important impact in financial
markets as price reactions to earnings announcements tend to be higher when the non-GAAP
number is placed first in the press release particularly from less-sophisticated investors (Allee et
al 2007)
The results for board quality reveal that this variable is negatively associated with the
emphasis given to non-GAAP measures in all panels when considered independently from
managers‟ compensation (column 2) This is consistent with our hypothesis 2C When
considered concurrently with managers‟ compensation (column 3) the estimated coefficients for
board quality remain negative and statistically significant except in Panel B where the
24
coefficient although negative is not statistically different from zero Given that in the third
model of panel A where the two measures are considered concurrently compensation has a
positive and significant effect while board quality has a negative and significant effect we
conclude that board quality can reduce opportunistic emphasis given to non-GAAP disclosures
motivated by compensation For economy of space we do not tabulate the results for the other
firm factors but these are consistent with previous findings
ltInsert Table 7 heregt
Our last set of hypotheses (1D and 2D) states that the non disclosure of a reconciliation
between non-GAAP and GAAP earnings is more (less) likely when compensation is linked to
firm performance (when the board of directors follows more desirable corporate governance
standards) Estimation results presented in Table 8 indicate that performance-based
compensation contracts seem to restrain the disclosure of information that allows users of
financial statements to reconcile non-GAAP to GAAP earnings As firms tend to make higher
adjustments to GAAP figures when compensation is aligned with firm performance avoiding the
disclosure of detailed information about the adjustments made helps to portray a better picture of
firm performance However our results also indicate that board quality does not impact on the
decision to provide reconciliation information
A caveat of our reconciliation results is that in certain regimes providing reconciliations
is not a voluntary decision but a requirement imposed either by accounting or market rules For
example in the UK Financial Reporting Standard 3 (Accounting Standards Board 1993)
requires alternative earnings per share figures to be reconciled with a GAAP figure and in
25
France the Autoriteacute des Marcheacutes Financiers has a similar request However there is also
evidence that firms in certain countries do not follow these rules (eg Aubert 2010 reports that
in France reconciliations are rarely provided by managers) As a robustness check we repeat the
empirical analysis excluding firms from these two countries The results are weaker but in line
with the findings reported in Table 8 We also find similar conclusions for the reconciliation
analysis when we distinguish between tabular reconciliations and written reconciliations and
when we exclude firms cross-listed in the US where reconciliations are required
ltInsert table 8 heregt
Presenting a reconciliation between GAAP and non-GAAP numbers can help investors
understand the adjustments made Thus reporting a reconciliation may interfere with firms‟
choices regarding non-GAAP reporting namely adjusting for items that are recurring and giving
a high emphasis to non-GAAP figures in the press release To check for this effect we re-run the
equations of tables 6 and 7 for the subsample of observations that report a reconciliation The
results are consistent with our initial analysis suggesting that firms‟ disclosing practices are not
conditioned by the presentation of reconciliation information
6 Conclusion
For a set of international firms we analyze how compensation and good corporate
governance in the board of directors influences non-GAAP reporting decisions We analyze four
26
aspects of non-GAAP reporting that are often associated with firms‟ opportunistic intention to
portray a better image of their performance the decision to make a non-GAAP disclosure the
fact that some firms make adjustments for recurring items to GAAP earnings to calculate a non-
GAAP measure the high emphasis given to non-GAAP measures in the press release and not
disclosing a reconciliation that explains the difference between non-GAAP and GAAP earnings
We expect and find a positive relation between those discretionary aspects of non-GAAP
reporting and the fact that firms pay all or a portion of compensation in stock and option grants
aligned with firm performance Our findings suggest that performance-based compensation
encourages firms to use non-GAAP information opportunistically in order to boost users‟
perceptions about firm performance and thus maximize compensation The empirical results also
indicate that an efficient board of directors capable of monitoring firms‟ actions can help
counteract some of the discretionary disclosure choices In particular we find that an efficient
board of directors can reduce the likelihood of disclosing non-GAAP figures and reduce the
emphasis given to non-GAAP information in the press release However the exclusion of
recurring items from GAAP earnings and the decision to present reconciliation between non-
GAAP and GAAP measures do not seem to be influenced by the quality of the board It is
possible that the board does not monitor these reporting aspects Our results suggests that
internal corporate controls have only limited influence over firms‟ non-GAAP disclosure
decisions which may be of interest to regulators interested in the introduction of non-GAAP
rules in Europe
27
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Reporting Standard (FRS) 3 London ASB
Aboody D and Kasznik R (2000) CEO stock option awards and the timing of corporate
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Aggarwal R Erel I Stulz R and Williamson R (2009) Differences in governance practices
between US and foreign firms measurement causes and consequences Review of
Financial Studies 2 (8) 3131 ndash 3169
Allee K Bhattacharya N Black E and Christensen T (2007) Pro forma disclosure and
investor sophistication external validation of experimental evidence using archival data
Accounting Organizations and Society 32 (3) 201-222
Andersson P and Hellman N (2007) Does pro forma reporting bias analyst forecasts
European Accounting Review 16 (2) 277-289
Ashbaugh-Sakife H Collins D and LaFond R (2006) The effects of corporate governance on
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Bamber L Jiang J and Wang I (2010) Whats my style The influence of top managers on
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Bebchuk L Cohen A and Ferrell A (2009) What matters in corporate governance The
Review of Financial Studies 22 (2) 783-827
Beekes W and Brown P (2006) Do better-governed Australian firms make more informative
disclosures Journal of Business Finance amp Accounting 33 (3) 422-450
28
Bhattacharya N Black E Christensen T and Larson C (2003) Assessing the relative
informativeness and permanence of pro forma earnings and GAAP operating earnings
Journal of Accounting amp Economics 36 (1-3) 285-319
Black D Black E Christensen T and Waegelein J (2011) The effects of executive
compensation contracts and auditor effort on firms pro forma reporting decisions
Working paper - Duke University
Black D and Christensen T (2009) US managers‟ use of bdquopro forma‟ adjustments to meet
strategic earnings targets Journal of Business Finance amp Accounting 36 (3) 297-326
Bowen R Davis A and Matsumoto D (2005) Do firms strategically emphasize performance
metrics in their earnings press releases The Accounting Review 80 (4) 1011-1038
Brown L and Caylor M (2006) Corporate governance and firm valuation Journal of
Accounting and Public Policy 25 409-434
Brown L D and Sivakumar K (2003) Comparing the value relevance of two operating income
measures Review of Accounting Studies 8 (4) 561-572
Choi Y Lin S Walker M and Young S (2007) Disagreement over the persistence of
earnings components evidence on the properties of management-specific adjustments
to GAAP earnings Review of Accounting Studies 12 (4) 595-622
Committee on European Securities Regulators (2005) CESR recommendation on alternative
performance measures
Durnev A and Kim E (2005) To steal or not to steal firm attributes legal environment and
valuation The Journal of Finance 60 (3) 1461-1493
Elliott W (2006) Are investors influenced by pro forma emphasis and reconciliations in
earnings announcements The Accounting Review 81 (1) 113-133
29
Eng L and Mak Y (2003) Corporate governance and voluntary disclosure Journal of
Accounting and Public Policy 22 325-345
European Financial Reporting Advisory Group (2009) Pro-active accounting activities in
Europe Performance reporting an European discussion paper Brussels Belgium
EFRAG
Fama E (1980) Agency problems and theory of the firm Journal of Political Economy 88 (2)
288-307
Fich E and Shivdasani A (2006) Are busy boards effective monitors The Journal of Finance
61 (2) 689-724
Frankel R McVay S and Soliman M (2011) Non-GAAP earnings and board independence
Review of Accounting Studies forthcoming
Frederickson J and J Miller (2004) The effects of pro forma earnings disclosures on analysts‟
and nonprofessional investors‟ equity valuation judgments The Accounting Review
79 (3) 667-686
Gompers P Ishii J and Metrick A (2003) Corporate governance and equity prices Quarterly
Journal of Economics 118 107-155
Hitz J (2010) Press release disclosure of pro forma earnings metrics by large German
corporations - Empirical evidence and regulatory recommendations Accounting in
Europe 7 (1) 63-86
Holthausen R D Larcker and RSloan (1995) Annual Bonus Schemes and the Manipulation of
Earnings Journal of Accounting and Economics 19 29-74
30
Isidro H and Marques A (2010) The role of institutional and economic forces in the strategic
use of non-GAAP disclosures to beat earnings benchmarks Working paper - IUL
ISCTE Business School
Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
manager-adjusted non-GAAP earnings Journal of Business Finance amp Accounting
forthcoming
Jensen M (1993) Presidential address the modern industrial revolution exit and the failure of
internal control systems Journal of Finance 48 831ndash880
Jensen M and K Murphy (1990) Performance Pay and Top-Management Incentives Journal of
Political Economy (98) 2 225-264
Karamanou I and Vafeas N (2005) The association between corporate boards audit
committees and management earnings forecasts an empirical analysis Journal of
Accounting Research 43(3) 453-486
Klapper L and Love I (2004) Corporate governance investor protection and performance in
emerging markets Journal of Corporate Finance 10 703-728
Leone M (2010) Whats on the SEC radar CFOcom
Lougee B and Marquardt C (2004) Earnings quality and strategic disclosure an empirical
examination of pro forma earnings The Accounting Review 79 (3) 769-795
Marques A (2006) SEC interventions and the frequency and usefulness of non-GAAP financial
measures Review of Accounting Studies 11 (4) 549-574
31
Marques A (2010) Disclosure strategies among SampP 500 firms Evidence on the disclosure of
non-GAAP financial measures and financial statements in earnings press releases
The British Accounting Review 42 119-131
Schadewitz H and Blevins D (1998) Major determinants of interim disclosures in an
emerging market American Business Review 16 (1) 41ndash55
Zhang H and Zheng L (2011) The valuation impact of reconciling pro forma earnings to
GAAP earnings Journal of Accounting an Economics 51 186-202
32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
18
ltInsert table 2 heregt
Other firm incentives refer to firm specific characteristics that affect non-GAAP reporting
choices We consider the following disclosure incentives The proportion of institutional and
insider ownership as a strong presence of these shareholders reduces the need for public
voluntary disclosures (eg Schadewitz and Blevins 1998 and Eng and Mak 2003)9 Consensus
beating (indicator variable coded one if non-GAAP earnings meet or beat the analysts‟ consensus
forecast and GAAP earnings do not and zero otherwise) and analyst following (log of the
number of analysts following the firm) proxy for the influence of financial analysts on non-
GAAP reporting Following previous studies on the determinants of non-GAAP disclosures (eg
Lougee and Marquardt 2004 and Marques 2006) we also include the proportion of intangibles
(intangibles to total assets) special items (indicator variable coded as one if the firm reports
special items and zero otherwise) earnings variability (standard deviation of earnings to assets in
the previous three fiscal years) size (log of market value) and leverage (debt to total assets)
Finally we control for firms that cross-list in US markets as these firms are subject to strict
regulations regarding non-GAAP disclosures (Regulation G)
Table 3 reports descriptive statistics on the financial characteristics of the sample used in
the multivariate analysis A comparison of the first two lines of Table 3 Panel A reveals that the
mean of non-GAAP EPS is 367euro while the mean of the GAAP EPS is just 271euro10
This result is
in line with findings of other studies as firms tend to adjust their GAAP figures mainly by
9 Insider ownership considers ownership positions held by non-buy-side entities such as officers directors public
and private companies and ESOPs Thus it includes managers families financial institutions and other firms 10
Sometimes firms disclose more than one non-GAAP earnings figure in their press release When that happens we
use the first non-GAAP figure disclosed by the firm (ie the one to which more emphasis is given in the press
release) to calculate the mean non-GAAP EPS
19
excluding expenses which leads to non-GAAP figures higher than the comparable GAAP
number This practice has caused concerns among regulators and investors as often it leads to the
presentation of a positive non-GAAP earnings number while the corresponding GAAP earnings
figure is in fact a loss IOSCO (the International Organization of Securities Commission) issued
a cautionary statement in 2002 where it stated problems arise if non-GAAP measures are used in
such a way ldquoas to obscure the financial results determined according to GAAP or provide and
incomplete description of true financial resultsrdquo
On average institutional investors hold 28 of the firms‟ shares and insider investors
hold 23 of the shares The average sample firm is followed by 17 analysts (corresponding to a
log of 402) has market capitalization around 14500 thousand Euros (a log of 884) and a debt
to assets ratio of 28 Panel B of Table 3 reports frequencies for the discrete variables In
approximately one third of the cases non-GAAP earnings is higher than analysts‟ forecasts while
GAAP earnings measures show that the firm does not meet the consensus Some of the sample
firms are cross-listed in US markets (36) and most report special and extraordinary items
(854)
ltInsert table 3 heregt
Table 4 presents the Pearson correlation matrix for the variables included in our
multivariate analysis Results indicate that performance-based compensation is positively
correlated with the decision to make a non-GAAP disclosure and the decision to not disclose
reconciliation information between non-GAAP and GAAP measures These correlations suggest
that compensation is an important determinant of non-GAAP disclosure decisions Apart of
20
compensation the decision to disclose a non-GAAP figure is associated with analyst attention to
the firm (ie number of analysts following and beating analyst earnings forecasts) insider
ownership the level of intangibles and the existence of special items As expected firms‟
adjustments to GAAP earnings are positively correlated with intangibles (which include
goodwill) and special items We also find a positive correlation between the fact that firms make
adjustments for recurring items and insider ownership and special items and a negative
correlation between this and institutional ownership and cross-listing in the US Finally the
emphasis given to non-GAAP information in the press release is positively correlated with
intangibles and the fact that non-GAAP numbers beat the analysts‟ target and negatively
correlated with insider ownership
ltInsert table 4 heregt
5 Results on the association between compensation board quality and non-GAAP
reporting decisions
Table 5 presents the empirical results of our study of the relation between compensation
board quality and the decision to disclose non-GAAP earnings measures The first estimation of
the logit model (column 1) considers only the impact of compensation on the disclosure decision
the second estimation of the logit model (column 2) considers the impact of board quality by
itself and the third set of results (column 3) considers the two factors concurrently The two
coefficients estimated for performance-base compensation are positive and statistically
significant (columns 1 and 3) This result supports hypothesis 1A as the propensity to disclose
non-GAAP earnings in earnings announcements‟ press releases is higher when compensation is
21
linked to the market performance of the firm Consistent with hypothesis 2A the estimated
coefficients for board quality are negative and statistically significant (columns 2 and 3) That is
the probability of reporting discretionary non-GAAP measures is lower when the board of
directors follows more desirable corporate governance standards Thus while compensation
contracts linked to performance can encourage firms to disclose non-GAAP measures
opportunistically (and in ways that can mislead investors) effective boards can counteract this
effect
The results for the other firm factors are in line with previous academic findings Both
measures of ownership are negative and statistically significant in the three specifications of our
model This supports the idea that a higher level of institutional ownership is associated with less
disclosure of non-GAAP figures that might be opportunistic (Jennings and Marques 2011)
Given that in Europe capital is traditionally less dispersed and family firms are still prevalent
there is less need for voluntary public information while at the same time there is closer
monitoring over managers‟ actions This is consistent with our findings for insider ownership
The results for consensus beating suggest that managers use the disclosure of non-GAAP figures
to appear to meet or beat analyst earnings benchmarks (as documented in Black and Christensen
2009 and Isidro and Marques 2010)
ltInsert table 5 heregt
Table 6 presents the results of the analysis of the association between compensation
board quality and the adjustment for recurring items in firms‟ calculation of non-GAAP earnings
measures Black and Christensen (2009) find that managers opportunistically exclude from
22
GAAP earnings recurring items such as RampD expenses depreciation expenses stock-based
compensation items and tax-related charges Our estimation shows that in the two models where
compensation is included (columns 1 and 3) the coefficients are positive and statistically
significant suggesting that in firms where compensation is tied to market performance there is a
higher probability of adjusting GAAP earnings for items that are recurring This is consistent
with hypothesis 1B We find no impact of board quality on the propensity to adjust for recurring
items Thus we are unable to reject the null hypothesis on the case of hypothesis 2B This may
be because the board does not have detailed information on how recurring the items excluded
can be Institutional shareholders and insiders seem to have a disciplinary effect of the
adjustment for recurring items as both sets of estimated coefficients (columns 1 and 3) are
negative and statistically significant
As a robustness check we also run an OLS model where the dependent variable is the
total value of the adjustments made ie non-GAAP earnings per share minus GAAP earnings
per share This is a weaker test of our hypothesis as the variable may also include adjustments
for items that are in fact non-recurring (and thus justifiable) Non-tabulated results for this
specification are consistent with those presented in Table 6 suggesting that compensation is an
important motive for opportunistic reporting of non-GAAP information11
lt Insert table 6 heregt
Table 7 presents the results of the analysis of the association between compensation
board quality and the emphasis that managers give to non-GAAP earnings measures in the press
11
Consistent with this being a weaker test of managers‟ intentions the estimated coefficients have a lower level of
statistical significance
23
release As before the first estimation of our model considers the impact of compensation on the
disclosure decision the second estimation considers the impact of board quality and the third set
of results considers the two factors concurrently Given that this analysis is performed using a
multinomial logistic regression we divide the table into 4 panels each one corresponding to a
specific position of the non-GAAP measures in the earnings announcement press release
Panel A which analyzes non-GAAP disclosures in the title of the press release shows
that the estimated coefficient for our compensation variable is positive and statistically
significant That is when compensation is linked to the performance of the firm the non-GAAP
earnings measure disclosed is in the title of the press release more often as compared to
reporting it in the financial statements (the part of the press release not considered in any panel)
or not reporting it at all However compensation does not affect the positioning of non-GAAP
measures significantly in any other part of the press release This result suggests that when firms
position their non-GAAP measures strategically they tend to include it in the title of the press
release which is consistent with firms giving more emphasis to non-GAAP measures whenever
they have a strategic reason for doing so This practice can have an important impact in financial
markets as price reactions to earnings announcements tend to be higher when the non-GAAP
number is placed first in the press release particularly from less-sophisticated investors (Allee et
al 2007)
The results for board quality reveal that this variable is negatively associated with the
emphasis given to non-GAAP measures in all panels when considered independently from
managers‟ compensation (column 2) This is consistent with our hypothesis 2C When
considered concurrently with managers‟ compensation (column 3) the estimated coefficients for
board quality remain negative and statistically significant except in Panel B where the
24
coefficient although negative is not statistically different from zero Given that in the third
model of panel A where the two measures are considered concurrently compensation has a
positive and significant effect while board quality has a negative and significant effect we
conclude that board quality can reduce opportunistic emphasis given to non-GAAP disclosures
motivated by compensation For economy of space we do not tabulate the results for the other
firm factors but these are consistent with previous findings
ltInsert Table 7 heregt
Our last set of hypotheses (1D and 2D) states that the non disclosure of a reconciliation
between non-GAAP and GAAP earnings is more (less) likely when compensation is linked to
firm performance (when the board of directors follows more desirable corporate governance
standards) Estimation results presented in Table 8 indicate that performance-based
compensation contracts seem to restrain the disclosure of information that allows users of
financial statements to reconcile non-GAAP to GAAP earnings As firms tend to make higher
adjustments to GAAP figures when compensation is aligned with firm performance avoiding the
disclosure of detailed information about the adjustments made helps to portray a better picture of
firm performance However our results also indicate that board quality does not impact on the
decision to provide reconciliation information
A caveat of our reconciliation results is that in certain regimes providing reconciliations
is not a voluntary decision but a requirement imposed either by accounting or market rules For
example in the UK Financial Reporting Standard 3 (Accounting Standards Board 1993)
requires alternative earnings per share figures to be reconciled with a GAAP figure and in
25
France the Autoriteacute des Marcheacutes Financiers has a similar request However there is also
evidence that firms in certain countries do not follow these rules (eg Aubert 2010 reports that
in France reconciliations are rarely provided by managers) As a robustness check we repeat the
empirical analysis excluding firms from these two countries The results are weaker but in line
with the findings reported in Table 8 We also find similar conclusions for the reconciliation
analysis when we distinguish between tabular reconciliations and written reconciliations and
when we exclude firms cross-listed in the US where reconciliations are required
ltInsert table 8 heregt
Presenting a reconciliation between GAAP and non-GAAP numbers can help investors
understand the adjustments made Thus reporting a reconciliation may interfere with firms‟
choices regarding non-GAAP reporting namely adjusting for items that are recurring and giving
a high emphasis to non-GAAP figures in the press release To check for this effect we re-run the
equations of tables 6 and 7 for the subsample of observations that report a reconciliation The
results are consistent with our initial analysis suggesting that firms‟ disclosing practices are not
conditioned by the presentation of reconciliation information
6 Conclusion
For a set of international firms we analyze how compensation and good corporate
governance in the board of directors influences non-GAAP reporting decisions We analyze four
26
aspects of non-GAAP reporting that are often associated with firms‟ opportunistic intention to
portray a better image of their performance the decision to make a non-GAAP disclosure the
fact that some firms make adjustments for recurring items to GAAP earnings to calculate a non-
GAAP measure the high emphasis given to non-GAAP measures in the press release and not
disclosing a reconciliation that explains the difference between non-GAAP and GAAP earnings
We expect and find a positive relation between those discretionary aspects of non-GAAP
reporting and the fact that firms pay all or a portion of compensation in stock and option grants
aligned with firm performance Our findings suggest that performance-based compensation
encourages firms to use non-GAAP information opportunistically in order to boost users‟
perceptions about firm performance and thus maximize compensation The empirical results also
indicate that an efficient board of directors capable of monitoring firms‟ actions can help
counteract some of the discretionary disclosure choices In particular we find that an efficient
board of directors can reduce the likelihood of disclosing non-GAAP figures and reduce the
emphasis given to non-GAAP information in the press release However the exclusion of
recurring items from GAAP earnings and the decision to present reconciliation between non-
GAAP and GAAP measures do not seem to be influenced by the quality of the board It is
possible that the board does not monitor these reporting aspects Our results suggests that
internal corporate controls have only limited influence over firms‟ non-GAAP disclosure
decisions which may be of interest to regulators interested in the introduction of non-GAAP
rules in Europe
27
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Reporting Standard (FRS) 3 London ASB
Aboody D and Kasznik R (2000) CEO stock option awards and the timing of corporate
voluntary disclosures Journal of Accounting and Economics 29 73-100
Aggarwal R Erel I Stulz R and Williamson R (2009) Differences in governance practices
between US and foreign firms measurement causes and consequences Review of
Financial Studies 2 (8) 3131 ndash 3169
Allee K Bhattacharya N Black E and Christensen T (2007) Pro forma disclosure and
investor sophistication external validation of experimental evidence using archival data
Accounting Organizations and Society 32 (3) 201-222
Andersson P and Hellman N (2007) Does pro forma reporting bias analyst forecasts
European Accounting Review 16 (2) 277-289
Ashbaugh-Sakife H Collins D and LaFond R (2006) The effects of corporate governance on
firms credit ratings Journal of Accounting and Economics 42 203-243
Bamber L Jiang J and Wang I (2010) Whats my style The influence of top managers on
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Bebchuk L Cohen A and Ferrell A (2009) What matters in corporate governance The
Review of Financial Studies 22 (2) 783-827
Beekes W and Brown P (2006) Do better-governed Australian firms make more informative
disclosures Journal of Business Finance amp Accounting 33 (3) 422-450
28
Bhattacharya N Black E Christensen T and Larson C (2003) Assessing the relative
informativeness and permanence of pro forma earnings and GAAP operating earnings
Journal of Accounting amp Economics 36 (1-3) 285-319
Black D Black E Christensen T and Waegelein J (2011) The effects of executive
compensation contracts and auditor effort on firms pro forma reporting decisions
Working paper - Duke University
Black D and Christensen T (2009) US managers‟ use of bdquopro forma‟ adjustments to meet
strategic earnings targets Journal of Business Finance amp Accounting 36 (3) 297-326
Bowen R Davis A and Matsumoto D (2005) Do firms strategically emphasize performance
metrics in their earnings press releases The Accounting Review 80 (4) 1011-1038
Brown L and Caylor M (2006) Corporate governance and firm valuation Journal of
Accounting and Public Policy 25 409-434
Brown L D and Sivakumar K (2003) Comparing the value relevance of two operating income
measures Review of Accounting Studies 8 (4) 561-572
Choi Y Lin S Walker M and Young S (2007) Disagreement over the persistence of
earnings components evidence on the properties of management-specific adjustments
to GAAP earnings Review of Accounting Studies 12 (4) 595-622
Committee on European Securities Regulators (2005) CESR recommendation on alternative
performance measures
Durnev A and Kim E (2005) To steal or not to steal firm attributes legal environment and
valuation The Journal of Finance 60 (3) 1461-1493
Elliott W (2006) Are investors influenced by pro forma emphasis and reconciliations in
earnings announcements The Accounting Review 81 (1) 113-133
29
Eng L and Mak Y (2003) Corporate governance and voluntary disclosure Journal of
Accounting and Public Policy 22 325-345
European Financial Reporting Advisory Group (2009) Pro-active accounting activities in
Europe Performance reporting an European discussion paper Brussels Belgium
EFRAG
Fama E (1980) Agency problems and theory of the firm Journal of Political Economy 88 (2)
288-307
Fich E and Shivdasani A (2006) Are busy boards effective monitors The Journal of Finance
61 (2) 689-724
Frankel R McVay S and Soliman M (2011) Non-GAAP earnings and board independence
Review of Accounting Studies forthcoming
Frederickson J and J Miller (2004) The effects of pro forma earnings disclosures on analysts‟
and nonprofessional investors‟ equity valuation judgments The Accounting Review
79 (3) 667-686
Gompers P Ishii J and Metrick A (2003) Corporate governance and equity prices Quarterly
Journal of Economics 118 107-155
Hitz J (2010) Press release disclosure of pro forma earnings metrics by large German
corporations - Empirical evidence and regulatory recommendations Accounting in
Europe 7 (1) 63-86
Holthausen R D Larcker and RSloan (1995) Annual Bonus Schemes and the Manipulation of
Earnings Journal of Accounting and Economics 19 29-74
30
Isidro H and Marques A (2010) The role of institutional and economic forces in the strategic
use of non-GAAP disclosures to beat earnings benchmarks Working paper - IUL
ISCTE Business School
Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
manager-adjusted non-GAAP earnings Journal of Business Finance amp Accounting
forthcoming
Jensen M (1993) Presidential address the modern industrial revolution exit and the failure of
internal control systems Journal of Finance 48 831ndash880
Jensen M and K Murphy (1990) Performance Pay and Top-Management Incentives Journal of
Political Economy (98) 2 225-264
Karamanou I and Vafeas N (2005) The association between corporate boards audit
committees and management earnings forecasts an empirical analysis Journal of
Accounting Research 43(3) 453-486
Klapper L and Love I (2004) Corporate governance investor protection and performance in
emerging markets Journal of Corporate Finance 10 703-728
Leone M (2010) Whats on the SEC radar CFOcom
Lougee B and Marquardt C (2004) Earnings quality and strategic disclosure an empirical
examination of pro forma earnings The Accounting Review 79 (3) 769-795
Marques A (2006) SEC interventions and the frequency and usefulness of non-GAAP financial
measures Review of Accounting Studies 11 (4) 549-574
31
Marques A (2010) Disclosure strategies among SampP 500 firms Evidence on the disclosure of
non-GAAP financial measures and financial statements in earnings press releases
The British Accounting Review 42 119-131
Schadewitz H and Blevins D (1998) Major determinants of interim disclosures in an
emerging market American Business Review 16 (1) 41ndash55
Zhang H and Zheng L (2011) The valuation impact of reconciling pro forma earnings to
GAAP earnings Journal of Accounting an Economics 51 186-202
32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
19
excluding expenses which leads to non-GAAP figures higher than the comparable GAAP
number This practice has caused concerns among regulators and investors as often it leads to the
presentation of a positive non-GAAP earnings number while the corresponding GAAP earnings
figure is in fact a loss IOSCO (the International Organization of Securities Commission) issued
a cautionary statement in 2002 where it stated problems arise if non-GAAP measures are used in
such a way ldquoas to obscure the financial results determined according to GAAP or provide and
incomplete description of true financial resultsrdquo
On average institutional investors hold 28 of the firms‟ shares and insider investors
hold 23 of the shares The average sample firm is followed by 17 analysts (corresponding to a
log of 402) has market capitalization around 14500 thousand Euros (a log of 884) and a debt
to assets ratio of 28 Panel B of Table 3 reports frequencies for the discrete variables In
approximately one third of the cases non-GAAP earnings is higher than analysts‟ forecasts while
GAAP earnings measures show that the firm does not meet the consensus Some of the sample
firms are cross-listed in US markets (36) and most report special and extraordinary items
(854)
ltInsert table 3 heregt
Table 4 presents the Pearson correlation matrix for the variables included in our
multivariate analysis Results indicate that performance-based compensation is positively
correlated with the decision to make a non-GAAP disclosure and the decision to not disclose
reconciliation information between non-GAAP and GAAP measures These correlations suggest
that compensation is an important determinant of non-GAAP disclosure decisions Apart of
20
compensation the decision to disclose a non-GAAP figure is associated with analyst attention to
the firm (ie number of analysts following and beating analyst earnings forecasts) insider
ownership the level of intangibles and the existence of special items As expected firms‟
adjustments to GAAP earnings are positively correlated with intangibles (which include
goodwill) and special items We also find a positive correlation between the fact that firms make
adjustments for recurring items and insider ownership and special items and a negative
correlation between this and institutional ownership and cross-listing in the US Finally the
emphasis given to non-GAAP information in the press release is positively correlated with
intangibles and the fact that non-GAAP numbers beat the analysts‟ target and negatively
correlated with insider ownership
ltInsert table 4 heregt
5 Results on the association between compensation board quality and non-GAAP
reporting decisions
Table 5 presents the empirical results of our study of the relation between compensation
board quality and the decision to disclose non-GAAP earnings measures The first estimation of
the logit model (column 1) considers only the impact of compensation on the disclosure decision
the second estimation of the logit model (column 2) considers the impact of board quality by
itself and the third set of results (column 3) considers the two factors concurrently The two
coefficients estimated for performance-base compensation are positive and statistically
significant (columns 1 and 3) This result supports hypothesis 1A as the propensity to disclose
non-GAAP earnings in earnings announcements‟ press releases is higher when compensation is
21
linked to the market performance of the firm Consistent with hypothesis 2A the estimated
coefficients for board quality are negative and statistically significant (columns 2 and 3) That is
the probability of reporting discretionary non-GAAP measures is lower when the board of
directors follows more desirable corporate governance standards Thus while compensation
contracts linked to performance can encourage firms to disclose non-GAAP measures
opportunistically (and in ways that can mislead investors) effective boards can counteract this
effect
The results for the other firm factors are in line with previous academic findings Both
measures of ownership are negative and statistically significant in the three specifications of our
model This supports the idea that a higher level of institutional ownership is associated with less
disclosure of non-GAAP figures that might be opportunistic (Jennings and Marques 2011)
Given that in Europe capital is traditionally less dispersed and family firms are still prevalent
there is less need for voluntary public information while at the same time there is closer
monitoring over managers‟ actions This is consistent with our findings for insider ownership
The results for consensus beating suggest that managers use the disclosure of non-GAAP figures
to appear to meet or beat analyst earnings benchmarks (as documented in Black and Christensen
2009 and Isidro and Marques 2010)
ltInsert table 5 heregt
Table 6 presents the results of the analysis of the association between compensation
board quality and the adjustment for recurring items in firms‟ calculation of non-GAAP earnings
measures Black and Christensen (2009) find that managers opportunistically exclude from
22
GAAP earnings recurring items such as RampD expenses depreciation expenses stock-based
compensation items and tax-related charges Our estimation shows that in the two models where
compensation is included (columns 1 and 3) the coefficients are positive and statistically
significant suggesting that in firms where compensation is tied to market performance there is a
higher probability of adjusting GAAP earnings for items that are recurring This is consistent
with hypothesis 1B We find no impact of board quality on the propensity to adjust for recurring
items Thus we are unable to reject the null hypothesis on the case of hypothesis 2B This may
be because the board does not have detailed information on how recurring the items excluded
can be Institutional shareholders and insiders seem to have a disciplinary effect of the
adjustment for recurring items as both sets of estimated coefficients (columns 1 and 3) are
negative and statistically significant
As a robustness check we also run an OLS model where the dependent variable is the
total value of the adjustments made ie non-GAAP earnings per share minus GAAP earnings
per share This is a weaker test of our hypothesis as the variable may also include adjustments
for items that are in fact non-recurring (and thus justifiable) Non-tabulated results for this
specification are consistent with those presented in Table 6 suggesting that compensation is an
important motive for opportunistic reporting of non-GAAP information11
lt Insert table 6 heregt
Table 7 presents the results of the analysis of the association between compensation
board quality and the emphasis that managers give to non-GAAP earnings measures in the press
11
Consistent with this being a weaker test of managers‟ intentions the estimated coefficients have a lower level of
statistical significance
23
release As before the first estimation of our model considers the impact of compensation on the
disclosure decision the second estimation considers the impact of board quality and the third set
of results considers the two factors concurrently Given that this analysis is performed using a
multinomial logistic regression we divide the table into 4 panels each one corresponding to a
specific position of the non-GAAP measures in the earnings announcement press release
Panel A which analyzes non-GAAP disclosures in the title of the press release shows
that the estimated coefficient for our compensation variable is positive and statistically
significant That is when compensation is linked to the performance of the firm the non-GAAP
earnings measure disclosed is in the title of the press release more often as compared to
reporting it in the financial statements (the part of the press release not considered in any panel)
or not reporting it at all However compensation does not affect the positioning of non-GAAP
measures significantly in any other part of the press release This result suggests that when firms
position their non-GAAP measures strategically they tend to include it in the title of the press
release which is consistent with firms giving more emphasis to non-GAAP measures whenever
they have a strategic reason for doing so This practice can have an important impact in financial
markets as price reactions to earnings announcements tend to be higher when the non-GAAP
number is placed first in the press release particularly from less-sophisticated investors (Allee et
al 2007)
The results for board quality reveal that this variable is negatively associated with the
emphasis given to non-GAAP measures in all panels when considered independently from
managers‟ compensation (column 2) This is consistent with our hypothesis 2C When
considered concurrently with managers‟ compensation (column 3) the estimated coefficients for
board quality remain negative and statistically significant except in Panel B where the
24
coefficient although negative is not statistically different from zero Given that in the third
model of panel A where the two measures are considered concurrently compensation has a
positive and significant effect while board quality has a negative and significant effect we
conclude that board quality can reduce opportunistic emphasis given to non-GAAP disclosures
motivated by compensation For economy of space we do not tabulate the results for the other
firm factors but these are consistent with previous findings
ltInsert Table 7 heregt
Our last set of hypotheses (1D and 2D) states that the non disclosure of a reconciliation
between non-GAAP and GAAP earnings is more (less) likely when compensation is linked to
firm performance (when the board of directors follows more desirable corporate governance
standards) Estimation results presented in Table 8 indicate that performance-based
compensation contracts seem to restrain the disclosure of information that allows users of
financial statements to reconcile non-GAAP to GAAP earnings As firms tend to make higher
adjustments to GAAP figures when compensation is aligned with firm performance avoiding the
disclosure of detailed information about the adjustments made helps to portray a better picture of
firm performance However our results also indicate that board quality does not impact on the
decision to provide reconciliation information
A caveat of our reconciliation results is that in certain regimes providing reconciliations
is not a voluntary decision but a requirement imposed either by accounting or market rules For
example in the UK Financial Reporting Standard 3 (Accounting Standards Board 1993)
requires alternative earnings per share figures to be reconciled with a GAAP figure and in
25
France the Autoriteacute des Marcheacutes Financiers has a similar request However there is also
evidence that firms in certain countries do not follow these rules (eg Aubert 2010 reports that
in France reconciliations are rarely provided by managers) As a robustness check we repeat the
empirical analysis excluding firms from these two countries The results are weaker but in line
with the findings reported in Table 8 We also find similar conclusions for the reconciliation
analysis when we distinguish between tabular reconciliations and written reconciliations and
when we exclude firms cross-listed in the US where reconciliations are required
ltInsert table 8 heregt
Presenting a reconciliation between GAAP and non-GAAP numbers can help investors
understand the adjustments made Thus reporting a reconciliation may interfere with firms‟
choices regarding non-GAAP reporting namely adjusting for items that are recurring and giving
a high emphasis to non-GAAP figures in the press release To check for this effect we re-run the
equations of tables 6 and 7 for the subsample of observations that report a reconciliation The
results are consistent with our initial analysis suggesting that firms‟ disclosing practices are not
conditioned by the presentation of reconciliation information
6 Conclusion
For a set of international firms we analyze how compensation and good corporate
governance in the board of directors influences non-GAAP reporting decisions We analyze four
26
aspects of non-GAAP reporting that are often associated with firms‟ opportunistic intention to
portray a better image of their performance the decision to make a non-GAAP disclosure the
fact that some firms make adjustments for recurring items to GAAP earnings to calculate a non-
GAAP measure the high emphasis given to non-GAAP measures in the press release and not
disclosing a reconciliation that explains the difference between non-GAAP and GAAP earnings
We expect and find a positive relation between those discretionary aspects of non-GAAP
reporting and the fact that firms pay all or a portion of compensation in stock and option grants
aligned with firm performance Our findings suggest that performance-based compensation
encourages firms to use non-GAAP information opportunistically in order to boost users‟
perceptions about firm performance and thus maximize compensation The empirical results also
indicate that an efficient board of directors capable of monitoring firms‟ actions can help
counteract some of the discretionary disclosure choices In particular we find that an efficient
board of directors can reduce the likelihood of disclosing non-GAAP figures and reduce the
emphasis given to non-GAAP information in the press release However the exclusion of
recurring items from GAAP earnings and the decision to present reconciliation between non-
GAAP and GAAP measures do not seem to be influenced by the quality of the board It is
possible that the board does not monitor these reporting aspects Our results suggests that
internal corporate controls have only limited influence over firms‟ non-GAAP disclosure
decisions which may be of interest to regulators interested in the introduction of non-GAAP
rules in Europe
27
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Aboody D and Kasznik R (2000) CEO stock option awards and the timing of corporate
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Aggarwal R Erel I Stulz R and Williamson R (2009) Differences in governance practices
between US and foreign firms measurement causes and consequences Review of
Financial Studies 2 (8) 3131 ndash 3169
Allee K Bhattacharya N Black E and Christensen T (2007) Pro forma disclosure and
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Accounting Organizations and Society 32 (3) 201-222
Andersson P and Hellman N (2007) Does pro forma reporting bias analyst forecasts
European Accounting Review 16 (2) 277-289
Ashbaugh-Sakife H Collins D and LaFond R (2006) The effects of corporate governance on
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Beekes W and Brown P (2006) Do better-governed Australian firms make more informative
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Black D Black E Christensen T and Waegelein J (2011) The effects of executive
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Working paper - Duke University
Black D and Christensen T (2009) US managers‟ use of bdquopro forma‟ adjustments to meet
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Bowen R Davis A and Matsumoto D (2005) Do firms strategically emphasize performance
metrics in their earnings press releases The Accounting Review 80 (4) 1011-1038
Brown L and Caylor M (2006) Corporate governance and firm valuation Journal of
Accounting and Public Policy 25 409-434
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performance measures
Durnev A and Kim E (2005) To steal or not to steal firm attributes legal environment and
valuation The Journal of Finance 60 (3) 1461-1493
Elliott W (2006) Are investors influenced by pro forma emphasis and reconciliations in
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29
Eng L and Mak Y (2003) Corporate governance and voluntary disclosure Journal of
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European Financial Reporting Advisory Group (2009) Pro-active accounting activities in
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EFRAG
Fama E (1980) Agency problems and theory of the firm Journal of Political Economy 88 (2)
288-307
Fich E and Shivdasani A (2006) Are busy boards effective monitors The Journal of Finance
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Frankel R McVay S and Soliman M (2011) Non-GAAP earnings and board independence
Review of Accounting Studies forthcoming
Frederickson J and J Miller (2004) The effects of pro forma earnings disclosures on analysts‟
and nonprofessional investors‟ equity valuation judgments The Accounting Review
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Gompers P Ishii J and Metrick A (2003) Corporate governance and equity prices Quarterly
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Hitz J (2010) Press release disclosure of pro forma earnings metrics by large German
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Holthausen R D Larcker and RSloan (1995) Annual Bonus Schemes and the Manipulation of
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30
Isidro H and Marques A (2010) The role of institutional and economic forces in the strategic
use of non-GAAP disclosures to beat earnings benchmarks Working paper - IUL
ISCTE Business School
Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
manager-adjusted non-GAAP earnings Journal of Business Finance amp Accounting
forthcoming
Jensen M (1993) Presidential address the modern industrial revolution exit and the failure of
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Jensen M and K Murphy (1990) Performance Pay and Top-Management Incentives Journal of
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Karamanou I and Vafeas N (2005) The association between corporate boards audit
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Leone M (2010) Whats on the SEC radar CFOcom
Lougee B and Marquardt C (2004) Earnings quality and strategic disclosure an empirical
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31
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non-GAAP financial measures and financial statements in earnings press releases
The British Accounting Review 42 119-131
Schadewitz H and Blevins D (1998) Major determinants of interim disclosures in an
emerging market American Business Review 16 (1) 41ndash55
Zhang H and Zheng L (2011) The valuation impact of reconciling pro forma earnings to
GAAP earnings Journal of Accounting an Economics 51 186-202
32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
20
compensation the decision to disclose a non-GAAP figure is associated with analyst attention to
the firm (ie number of analysts following and beating analyst earnings forecasts) insider
ownership the level of intangibles and the existence of special items As expected firms‟
adjustments to GAAP earnings are positively correlated with intangibles (which include
goodwill) and special items We also find a positive correlation between the fact that firms make
adjustments for recurring items and insider ownership and special items and a negative
correlation between this and institutional ownership and cross-listing in the US Finally the
emphasis given to non-GAAP information in the press release is positively correlated with
intangibles and the fact that non-GAAP numbers beat the analysts‟ target and negatively
correlated with insider ownership
ltInsert table 4 heregt
5 Results on the association between compensation board quality and non-GAAP
reporting decisions
Table 5 presents the empirical results of our study of the relation between compensation
board quality and the decision to disclose non-GAAP earnings measures The first estimation of
the logit model (column 1) considers only the impact of compensation on the disclosure decision
the second estimation of the logit model (column 2) considers the impact of board quality by
itself and the third set of results (column 3) considers the two factors concurrently The two
coefficients estimated for performance-base compensation are positive and statistically
significant (columns 1 and 3) This result supports hypothesis 1A as the propensity to disclose
non-GAAP earnings in earnings announcements‟ press releases is higher when compensation is
21
linked to the market performance of the firm Consistent with hypothesis 2A the estimated
coefficients for board quality are negative and statistically significant (columns 2 and 3) That is
the probability of reporting discretionary non-GAAP measures is lower when the board of
directors follows more desirable corporate governance standards Thus while compensation
contracts linked to performance can encourage firms to disclose non-GAAP measures
opportunistically (and in ways that can mislead investors) effective boards can counteract this
effect
The results for the other firm factors are in line with previous academic findings Both
measures of ownership are negative and statistically significant in the three specifications of our
model This supports the idea that a higher level of institutional ownership is associated with less
disclosure of non-GAAP figures that might be opportunistic (Jennings and Marques 2011)
Given that in Europe capital is traditionally less dispersed and family firms are still prevalent
there is less need for voluntary public information while at the same time there is closer
monitoring over managers‟ actions This is consistent with our findings for insider ownership
The results for consensus beating suggest that managers use the disclosure of non-GAAP figures
to appear to meet or beat analyst earnings benchmarks (as documented in Black and Christensen
2009 and Isidro and Marques 2010)
ltInsert table 5 heregt
Table 6 presents the results of the analysis of the association between compensation
board quality and the adjustment for recurring items in firms‟ calculation of non-GAAP earnings
measures Black and Christensen (2009) find that managers opportunistically exclude from
22
GAAP earnings recurring items such as RampD expenses depreciation expenses stock-based
compensation items and tax-related charges Our estimation shows that in the two models where
compensation is included (columns 1 and 3) the coefficients are positive and statistically
significant suggesting that in firms where compensation is tied to market performance there is a
higher probability of adjusting GAAP earnings for items that are recurring This is consistent
with hypothesis 1B We find no impact of board quality on the propensity to adjust for recurring
items Thus we are unable to reject the null hypothesis on the case of hypothesis 2B This may
be because the board does not have detailed information on how recurring the items excluded
can be Institutional shareholders and insiders seem to have a disciplinary effect of the
adjustment for recurring items as both sets of estimated coefficients (columns 1 and 3) are
negative and statistically significant
As a robustness check we also run an OLS model where the dependent variable is the
total value of the adjustments made ie non-GAAP earnings per share minus GAAP earnings
per share This is a weaker test of our hypothesis as the variable may also include adjustments
for items that are in fact non-recurring (and thus justifiable) Non-tabulated results for this
specification are consistent with those presented in Table 6 suggesting that compensation is an
important motive for opportunistic reporting of non-GAAP information11
lt Insert table 6 heregt
Table 7 presents the results of the analysis of the association between compensation
board quality and the emphasis that managers give to non-GAAP earnings measures in the press
11
Consistent with this being a weaker test of managers‟ intentions the estimated coefficients have a lower level of
statistical significance
23
release As before the first estimation of our model considers the impact of compensation on the
disclosure decision the second estimation considers the impact of board quality and the third set
of results considers the two factors concurrently Given that this analysis is performed using a
multinomial logistic regression we divide the table into 4 panels each one corresponding to a
specific position of the non-GAAP measures in the earnings announcement press release
Panel A which analyzes non-GAAP disclosures in the title of the press release shows
that the estimated coefficient for our compensation variable is positive and statistically
significant That is when compensation is linked to the performance of the firm the non-GAAP
earnings measure disclosed is in the title of the press release more often as compared to
reporting it in the financial statements (the part of the press release not considered in any panel)
or not reporting it at all However compensation does not affect the positioning of non-GAAP
measures significantly in any other part of the press release This result suggests that when firms
position their non-GAAP measures strategically they tend to include it in the title of the press
release which is consistent with firms giving more emphasis to non-GAAP measures whenever
they have a strategic reason for doing so This practice can have an important impact in financial
markets as price reactions to earnings announcements tend to be higher when the non-GAAP
number is placed first in the press release particularly from less-sophisticated investors (Allee et
al 2007)
The results for board quality reveal that this variable is negatively associated with the
emphasis given to non-GAAP measures in all panels when considered independently from
managers‟ compensation (column 2) This is consistent with our hypothesis 2C When
considered concurrently with managers‟ compensation (column 3) the estimated coefficients for
board quality remain negative and statistically significant except in Panel B where the
24
coefficient although negative is not statistically different from zero Given that in the third
model of panel A where the two measures are considered concurrently compensation has a
positive and significant effect while board quality has a negative and significant effect we
conclude that board quality can reduce opportunistic emphasis given to non-GAAP disclosures
motivated by compensation For economy of space we do not tabulate the results for the other
firm factors but these are consistent with previous findings
ltInsert Table 7 heregt
Our last set of hypotheses (1D and 2D) states that the non disclosure of a reconciliation
between non-GAAP and GAAP earnings is more (less) likely when compensation is linked to
firm performance (when the board of directors follows more desirable corporate governance
standards) Estimation results presented in Table 8 indicate that performance-based
compensation contracts seem to restrain the disclosure of information that allows users of
financial statements to reconcile non-GAAP to GAAP earnings As firms tend to make higher
adjustments to GAAP figures when compensation is aligned with firm performance avoiding the
disclosure of detailed information about the adjustments made helps to portray a better picture of
firm performance However our results also indicate that board quality does not impact on the
decision to provide reconciliation information
A caveat of our reconciliation results is that in certain regimes providing reconciliations
is not a voluntary decision but a requirement imposed either by accounting or market rules For
example in the UK Financial Reporting Standard 3 (Accounting Standards Board 1993)
requires alternative earnings per share figures to be reconciled with a GAAP figure and in
25
France the Autoriteacute des Marcheacutes Financiers has a similar request However there is also
evidence that firms in certain countries do not follow these rules (eg Aubert 2010 reports that
in France reconciliations are rarely provided by managers) As a robustness check we repeat the
empirical analysis excluding firms from these two countries The results are weaker but in line
with the findings reported in Table 8 We also find similar conclusions for the reconciliation
analysis when we distinguish between tabular reconciliations and written reconciliations and
when we exclude firms cross-listed in the US where reconciliations are required
ltInsert table 8 heregt
Presenting a reconciliation between GAAP and non-GAAP numbers can help investors
understand the adjustments made Thus reporting a reconciliation may interfere with firms‟
choices regarding non-GAAP reporting namely adjusting for items that are recurring and giving
a high emphasis to non-GAAP figures in the press release To check for this effect we re-run the
equations of tables 6 and 7 for the subsample of observations that report a reconciliation The
results are consistent with our initial analysis suggesting that firms‟ disclosing practices are not
conditioned by the presentation of reconciliation information
6 Conclusion
For a set of international firms we analyze how compensation and good corporate
governance in the board of directors influences non-GAAP reporting decisions We analyze four
26
aspects of non-GAAP reporting that are often associated with firms‟ opportunistic intention to
portray a better image of their performance the decision to make a non-GAAP disclosure the
fact that some firms make adjustments for recurring items to GAAP earnings to calculate a non-
GAAP measure the high emphasis given to non-GAAP measures in the press release and not
disclosing a reconciliation that explains the difference between non-GAAP and GAAP earnings
We expect and find a positive relation between those discretionary aspects of non-GAAP
reporting and the fact that firms pay all or a portion of compensation in stock and option grants
aligned with firm performance Our findings suggest that performance-based compensation
encourages firms to use non-GAAP information opportunistically in order to boost users‟
perceptions about firm performance and thus maximize compensation The empirical results also
indicate that an efficient board of directors capable of monitoring firms‟ actions can help
counteract some of the discretionary disclosure choices In particular we find that an efficient
board of directors can reduce the likelihood of disclosing non-GAAP figures and reduce the
emphasis given to non-GAAP information in the press release However the exclusion of
recurring items from GAAP earnings and the decision to present reconciliation between non-
GAAP and GAAP measures do not seem to be influenced by the quality of the board It is
possible that the board does not monitor these reporting aspects Our results suggests that
internal corporate controls have only limited influence over firms‟ non-GAAP disclosure
decisions which may be of interest to regulators interested in the introduction of non-GAAP
rules in Europe
27
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EFRAG
Fama E (1980) Agency problems and theory of the firm Journal of Political Economy 88 (2)
288-307
Fich E and Shivdasani A (2006) Are busy boards effective monitors The Journal of Finance
61 (2) 689-724
Frankel R McVay S and Soliman M (2011) Non-GAAP earnings and board independence
Review of Accounting Studies forthcoming
Frederickson J and J Miller (2004) The effects of pro forma earnings disclosures on analysts‟
and nonprofessional investors‟ equity valuation judgments The Accounting Review
79 (3) 667-686
Gompers P Ishii J and Metrick A (2003) Corporate governance and equity prices Quarterly
Journal of Economics 118 107-155
Hitz J (2010) Press release disclosure of pro forma earnings metrics by large German
corporations - Empirical evidence and regulatory recommendations Accounting in
Europe 7 (1) 63-86
Holthausen R D Larcker and RSloan (1995) Annual Bonus Schemes and the Manipulation of
Earnings Journal of Accounting and Economics 19 29-74
30
Isidro H and Marques A (2010) The role of institutional and economic forces in the strategic
use of non-GAAP disclosures to beat earnings benchmarks Working paper - IUL
ISCTE Business School
Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
manager-adjusted non-GAAP earnings Journal of Business Finance amp Accounting
forthcoming
Jensen M (1993) Presidential address the modern industrial revolution exit and the failure of
internal control systems Journal of Finance 48 831ndash880
Jensen M and K Murphy (1990) Performance Pay and Top-Management Incentives Journal of
Political Economy (98) 2 225-264
Karamanou I and Vafeas N (2005) The association between corporate boards audit
committees and management earnings forecasts an empirical analysis Journal of
Accounting Research 43(3) 453-486
Klapper L and Love I (2004) Corporate governance investor protection and performance in
emerging markets Journal of Corporate Finance 10 703-728
Leone M (2010) Whats on the SEC radar CFOcom
Lougee B and Marquardt C (2004) Earnings quality and strategic disclosure an empirical
examination of pro forma earnings The Accounting Review 79 (3) 769-795
Marques A (2006) SEC interventions and the frequency and usefulness of non-GAAP financial
measures Review of Accounting Studies 11 (4) 549-574
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Marques A (2010) Disclosure strategies among SampP 500 firms Evidence on the disclosure of
non-GAAP financial measures and financial statements in earnings press releases
The British Accounting Review 42 119-131
Schadewitz H and Blevins D (1998) Major determinants of interim disclosures in an
emerging market American Business Review 16 (1) 41ndash55
Zhang H and Zheng L (2011) The valuation impact of reconciling pro forma earnings to
GAAP earnings Journal of Accounting an Economics 51 186-202
32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
21
linked to the market performance of the firm Consistent with hypothesis 2A the estimated
coefficients for board quality are negative and statistically significant (columns 2 and 3) That is
the probability of reporting discretionary non-GAAP measures is lower when the board of
directors follows more desirable corporate governance standards Thus while compensation
contracts linked to performance can encourage firms to disclose non-GAAP measures
opportunistically (and in ways that can mislead investors) effective boards can counteract this
effect
The results for the other firm factors are in line with previous academic findings Both
measures of ownership are negative and statistically significant in the three specifications of our
model This supports the idea that a higher level of institutional ownership is associated with less
disclosure of non-GAAP figures that might be opportunistic (Jennings and Marques 2011)
Given that in Europe capital is traditionally less dispersed and family firms are still prevalent
there is less need for voluntary public information while at the same time there is closer
monitoring over managers‟ actions This is consistent with our findings for insider ownership
The results for consensus beating suggest that managers use the disclosure of non-GAAP figures
to appear to meet or beat analyst earnings benchmarks (as documented in Black and Christensen
2009 and Isidro and Marques 2010)
ltInsert table 5 heregt
Table 6 presents the results of the analysis of the association between compensation
board quality and the adjustment for recurring items in firms‟ calculation of non-GAAP earnings
measures Black and Christensen (2009) find that managers opportunistically exclude from
22
GAAP earnings recurring items such as RampD expenses depreciation expenses stock-based
compensation items and tax-related charges Our estimation shows that in the two models where
compensation is included (columns 1 and 3) the coefficients are positive and statistically
significant suggesting that in firms where compensation is tied to market performance there is a
higher probability of adjusting GAAP earnings for items that are recurring This is consistent
with hypothesis 1B We find no impact of board quality on the propensity to adjust for recurring
items Thus we are unable to reject the null hypothesis on the case of hypothesis 2B This may
be because the board does not have detailed information on how recurring the items excluded
can be Institutional shareholders and insiders seem to have a disciplinary effect of the
adjustment for recurring items as both sets of estimated coefficients (columns 1 and 3) are
negative and statistically significant
As a robustness check we also run an OLS model where the dependent variable is the
total value of the adjustments made ie non-GAAP earnings per share minus GAAP earnings
per share This is a weaker test of our hypothesis as the variable may also include adjustments
for items that are in fact non-recurring (and thus justifiable) Non-tabulated results for this
specification are consistent with those presented in Table 6 suggesting that compensation is an
important motive for opportunistic reporting of non-GAAP information11
lt Insert table 6 heregt
Table 7 presents the results of the analysis of the association between compensation
board quality and the emphasis that managers give to non-GAAP earnings measures in the press
11
Consistent with this being a weaker test of managers‟ intentions the estimated coefficients have a lower level of
statistical significance
23
release As before the first estimation of our model considers the impact of compensation on the
disclosure decision the second estimation considers the impact of board quality and the third set
of results considers the two factors concurrently Given that this analysis is performed using a
multinomial logistic regression we divide the table into 4 panels each one corresponding to a
specific position of the non-GAAP measures in the earnings announcement press release
Panel A which analyzes non-GAAP disclosures in the title of the press release shows
that the estimated coefficient for our compensation variable is positive and statistically
significant That is when compensation is linked to the performance of the firm the non-GAAP
earnings measure disclosed is in the title of the press release more often as compared to
reporting it in the financial statements (the part of the press release not considered in any panel)
or not reporting it at all However compensation does not affect the positioning of non-GAAP
measures significantly in any other part of the press release This result suggests that when firms
position their non-GAAP measures strategically they tend to include it in the title of the press
release which is consistent with firms giving more emphasis to non-GAAP measures whenever
they have a strategic reason for doing so This practice can have an important impact in financial
markets as price reactions to earnings announcements tend to be higher when the non-GAAP
number is placed first in the press release particularly from less-sophisticated investors (Allee et
al 2007)
The results for board quality reveal that this variable is negatively associated with the
emphasis given to non-GAAP measures in all panels when considered independently from
managers‟ compensation (column 2) This is consistent with our hypothesis 2C When
considered concurrently with managers‟ compensation (column 3) the estimated coefficients for
board quality remain negative and statistically significant except in Panel B where the
24
coefficient although negative is not statistically different from zero Given that in the third
model of panel A where the two measures are considered concurrently compensation has a
positive and significant effect while board quality has a negative and significant effect we
conclude that board quality can reduce opportunistic emphasis given to non-GAAP disclosures
motivated by compensation For economy of space we do not tabulate the results for the other
firm factors but these are consistent with previous findings
ltInsert Table 7 heregt
Our last set of hypotheses (1D and 2D) states that the non disclosure of a reconciliation
between non-GAAP and GAAP earnings is more (less) likely when compensation is linked to
firm performance (when the board of directors follows more desirable corporate governance
standards) Estimation results presented in Table 8 indicate that performance-based
compensation contracts seem to restrain the disclosure of information that allows users of
financial statements to reconcile non-GAAP to GAAP earnings As firms tend to make higher
adjustments to GAAP figures when compensation is aligned with firm performance avoiding the
disclosure of detailed information about the adjustments made helps to portray a better picture of
firm performance However our results also indicate that board quality does not impact on the
decision to provide reconciliation information
A caveat of our reconciliation results is that in certain regimes providing reconciliations
is not a voluntary decision but a requirement imposed either by accounting or market rules For
example in the UK Financial Reporting Standard 3 (Accounting Standards Board 1993)
requires alternative earnings per share figures to be reconciled with a GAAP figure and in
25
France the Autoriteacute des Marcheacutes Financiers has a similar request However there is also
evidence that firms in certain countries do not follow these rules (eg Aubert 2010 reports that
in France reconciliations are rarely provided by managers) As a robustness check we repeat the
empirical analysis excluding firms from these two countries The results are weaker but in line
with the findings reported in Table 8 We also find similar conclusions for the reconciliation
analysis when we distinguish between tabular reconciliations and written reconciliations and
when we exclude firms cross-listed in the US where reconciliations are required
ltInsert table 8 heregt
Presenting a reconciliation between GAAP and non-GAAP numbers can help investors
understand the adjustments made Thus reporting a reconciliation may interfere with firms‟
choices regarding non-GAAP reporting namely adjusting for items that are recurring and giving
a high emphasis to non-GAAP figures in the press release To check for this effect we re-run the
equations of tables 6 and 7 for the subsample of observations that report a reconciliation The
results are consistent with our initial analysis suggesting that firms‟ disclosing practices are not
conditioned by the presentation of reconciliation information
6 Conclusion
For a set of international firms we analyze how compensation and good corporate
governance in the board of directors influences non-GAAP reporting decisions We analyze four
26
aspects of non-GAAP reporting that are often associated with firms‟ opportunistic intention to
portray a better image of their performance the decision to make a non-GAAP disclosure the
fact that some firms make adjustments for recurring items to GAAP earnings to calculate a non-
GAAP measure the high emphasis given to non-GAAP measures in the press release and not
disclosing a reconciliation that explains the difference between non-GAAP and GAAP earnings
We expect and find a positive relation between those discretionary aspects of non-GAAP
reporting and the fact that firms pay all or a portion of compensation in stock and option grants
aligned with firm performance Our findings suggest that performance-based compensation
encourages firms to use non-GAAP information opportunistically in order to boost users‟
perceptions about firm performance and thus maximize compensation The empirical results also
indicate that an efficient board of directors capable of monitoring firms‟ actions can help
counteract some of the discretionary disclosure choices In particular we find that an efficient
board of directors can reduce the likelihood of disclosing non-GAAP figures and reduce the
emphasis given to non-GAAP information in the press release However the exclusion of
recurring items from GAAP earnings and the decision to present reconciliation between non-
GAAP and GAAP measures do not seem to be influenced by the quality of the board It is
possible that the board does not monitor these reporting aspects Our results suggests that
internal corporate controls have only limited influence over firms‟ non-GAAP disclosure
decisions which may be of interest to regulators interested in the introduction of non-GAAP
rules in Europe
27
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Review of Financial Studies 22 (2) 783-827
Beekes W and Brown P (2006) Do better-governed Australian firms make more informative
disclosures Journal of Business Finance amp Accounting 33 (3) 422-450
28
Bhattacharya N Black E Christensen T and Larson C (2003) Assessing the relative
informativeness and permanence of pro forma earnings and GAAP operating earnings
Journal of Accounting amp Economics 36 (1-3) 285-319
Black D Black E Christensen T and Waegelein J (2011) The effects of executive
compensation contracts and auditor effort on firms pro forma reporting decisions
Working paper - Duke University
Black D and Christensen T (2009) US managers‟ use of bdquopro forma‟ adjustments to meet
strategic earnings targets Journal of Business Finance amp Accounting 36 (3) 297-326
Bowen R Davis A and Matsumoto D (2005) Do firms strategically emphasize performance
metrics in their earnings press releases The Accounting Review 80 (4) 1011-1038
Brown L and Caylor M (2006) Corporate governance and firm valuation Journal of
Accounting and Public Policy 25 409-434
Brown L D and Sivakumar K (2003) Comparing the value relevance of two operating income
measures Review of Accounting Studies 8 (4) 561-572
Choi Y Lin S Walker M and Young S (2007) Disagreement over the persistence of
earnings components evidence on the properties of management-specific adjustments
to GAAP earnings Review of Accounting Studies 12 (4) 595-622
Committee on European Securities Regulators (2005) CESR recommendation on alternative
performance measures
Durnev A and Kim E (2005) To steal or not to steal firm attributes legal environment and
valuation The Journal of Finance 60 (3) 1461-1493
Elliott W (2006) Are investors influenced by pro forma emphasis and reconciliations in
earnings announcements The Accounting Review 81 (1) 113-133
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Eng L and Mak Y (2003) Corporate governance and voluntary disclosure Journal of
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European Financial Reporting Advisory Group (2009) Pro-active accounting activities in
Europe Performance reporting an European discussion paper Brussels Belgium
EFRAG
Fama E (1980) Agency problems and theory of the firm Journal of Political Economy 88 (2)
288-307
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Frankel R McVay S and Soliman M (2011) Non-GAAP earnings and board independence
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Holthausen R D Larcker and RSloan (1995) Annual Bonus Schemes and the Manipulation of
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Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
manager-adjusted non-GAAP earnings Journal of Business Finance amp Accounting
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32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
22
GAAP earnings recurring items such as RampD expenses depreciation expenses stock-based
compensation items and tax-related charges Our estimation shows that in the two models where
compensation is included (columns 1 and 3) the coefficients are positive and statistically
significant suggesting that in firms where compensation is tied to market performance there is a
higher probability of adjusting GAAP earnings for items that are recurring This is consistent
with hypothesis 1B We find no impact of board quality on the propensity to adjust for recurring
items Thus we are unable to reject the null hypothesis on the case of hypothesis 2B This may
be because the board does not have detailed information on how recurring the items excluded
can be Institutional shareholders and insiders seem to have a disciplinary effect of the
adjustment for recurring items as both sets of estimated coefficients (columns 1 and 3) are
negative and statistically significant
As a robustness check we also run an OLS model where the dependent variable is the
total value of the adjustments made ie non-GAAP earnings per share minus GAAP earnings
per share This is a weaker test of our hypothesis as the variable may also include adjustments
for items that are in fact non-recurring (and thus justifiable) Non-tabulated results for this
specification are consistent with those presented in Table 6 suggesting that compensation is an
important motive for opportunistic reporting of non-GAAP information11
lt Insert table 6 heregt
Table 7 presents the results of the analysis of the association between compensation
board quality and the emphasis that managers give to non-GAAP earnings measures in the press
11
Consistent with this being a weaker test of managers‟ intentions the estimated coefficients have a lower level of
statistical significance
23
release As before the first estimation of our model considers the impact of compensation on the
disclosure decision the second estimation considers the impact of board quality and the third set
of results considers the two factors concurrently Given that this analysis is performed using a
multinomial logistic regression we divide the table into 4 panels each one corresponding to a
specific position of the non-GAAP measures in the earnings announcement press release
Panel A which analyzes non-GAAP disclosures in the title of the press release shows
that the estimated coefficient for our compensation variable is positive and statistically
significant That is when compensation is linked to the performance of the firm the non-GAAP
earnings measure disclosed is in the title of the press release more often as compared to
reporting it in the financial statements (the part of the press release not considered in any panel)
or not reporting it at all However compensation does not affect the positioning of non-GAAP
measures significantly in any other part of the press release This result suggests that when firms
position their non-GAAP measures strategically they tend to include it in the title of the press
release which is consistent with firms giving more emphasis to non-GAAP measures whenever
they have a strategic reason for doing so This practice can have an important impact in financial
markets as price reactions to earnings announcements tend to be higher when the non-GAAP
number is placed first in the press release particularly from less-sophisticated investors (Allee et
al 2007)
The results for board quality reveal that this variable is negatively associated with the
emphasis given to non-GAAP measures in all panels when considered independently from
managers‟ compensation (column 2) This is consistent with our hypothesis 2C When
considered concurrently with managers‟ compensation (column 3) the estimated coefficients for
board quality remain negative and statistically significant except in Panel B where the
24
coefficient although negative is not statistically different from zero Given that in the third
model of panel A where the two measures are considered concurrently compensation has a
positive and significant effect while board quality has a negative and significant effect we
conclude that board quality can reduce opportunistic emphasis given to non-GAAP disclosures
motivated by compensation For economy of space we do not tabulate the results for the other
firm factors but these are consistent with previous findings
ltInsert Table 7 heregt
Our last set of hypotheses (1D and 2D) states that the non disclosure of a reconciliation
between non-GAAP and GAAP earnings is more (less) likely when compensation is linked to
firm performance (when the board of directors follows more desirable corporate governance
standards) Estimation results presented in Table 8 indicate that performance-based
compensation contracts seem to restrain the disclosure of information that allows users of
financial statements to reconcile non-GAAP to GAAP earnings As firms tend to make higher
adjustments to GAAP figures when compensation is aligned with firm performance avoiding the
disclosure of detailed information about the adjustments made helps to portray a better picture of
firm performance However our results also indicate that board quality does not impact on the
decision to provide reconciliation information
A caveat of our reconciliation results is that in certain regimes providing reconciliations
is not a voluntary decision but a requirement imposed either by accounting or market rules For
example in the UK Financial Reporting Standard 3 (Accounting Standards Board 1993)
requires alternative earnings per share figures to be reconciled with a GAAP figure and in
25
France the Autoriteacute des Marcheacutes Financiers has a similar request However there is also
evidence that firms in certain countries do not follow these rules (eg Aubert 2010 reports that
in France reconciliations are rarely provided by managers) As a robustness check we repeat the
empirical analysis excluding firms from these two countries The results are weaker but in line
with the findings reported in Table 8 We also find similar conclusions for the reconciliation
analysis when we distinguish between tabular reconciliations and written reconciliations and
when we exclude firms cross-listed in the US where reconciliations are required
ltInsert table 8 heregt
Presenting a reconciliation between GAAP and non-GAAP numbers can help investors
understand the adjustments made Thus reporting a reconciliation may interfere with firms‟
choices regarding non-GAAP reporting namely adjusting for items that are recurring and giving
a high emphasis to non-GAAP figures in the press release To check for this effect we re-run the
equations of tables 6 and 7 for the subsample of observations that report a reconciliation The
results are consistent with our initial analysis suggesting that firms‟ disclosing practices are not
conditioned by the presentation of reconciliation information
6 Conclusion
For a set of international firms we analyze how compensation and good corporate
governance in the board of directors influences non-GAAP reporting decisions We analyze four
26
aspects of non-GAAP reporting that are often associated with firms‟ opportunistic intention to
portray a better image of their performance the decision to make a non-GAAP disclosure the
fact that some firms make adjustments for recurring items to GAAP earnings to calculate a non-
GAAP measure the high emphasis given to non-GAAP measures in the press release and not
disclosing a reconciliation that explains the difference between non-GAAP and GAAP earnings
We expect and find a positive relation between those discretionary aspects of non-GAAP
reporting and the fact that firms pay all or a portion of compensation in stock and option grants
aligned with firm performance Our findings suggest that performance-based compensation
encourages firms to use non-GAAP information opportunistically in order to boost users‟
perceptions about firm performance and thus maximize compensation The empirical results also
indicate that an efficient board of directors capable of monitoring firms‟ actions can help
counteract some of the discretionary disclosure choices In particular we find that an efficient
board of directors can reduce the likelihood of disclosing non-GAAP figures and reduce the
emphasis given to non-GAAP information in the press release However the exclusion of
recurring items from GAAP earnings and the decision to present reconciliation between non-
GAAP and GAAP measures do not seem to be influenced by the quality of the board It is
possible that the board does not monitor these reporting aspects Our results suggests that
internal corporate controls have only limited influence over firms‟ non-GAAP disclosure
decisions which may be of interest to regulators interested in the introduction of non-GAAP
rules in Europe
27
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Aggarwal R Erel I Stulz R and Williamson R (2009) Differences in governance practices
between US and foreign firms measurement causes and consequences Review of
Financial Studies 2 (8) 3131 ndash 3169
Allee K Bhattacharya N Black E and Christensen T (2007) Pro forma disclosure and
investor sophistication external validation of experimental evidence using archival data
Accounting Organizations and Society 32 (3) 201-222
Andersson P and Hellman N (2007) Does pro forma reporting bias analyst forecasts
European Accounting Review 16 (2) 277-289
Ashbaugh-Sakife H Collins D and LaFond R (2006) The effects of corporate governance on
firms credit ratings Journal of Accounting and Economics 42 203-243
Bamber L Jiang J and Wang I (2010) Whats my style The influence of top managers on
voluntary corporate financial disclosure The Accounting Review 85 (4) 1131-1162
Bebchuk L Cohen A and Ferrell A (2009) What matters in corporate governance The
Review of Financial Studies 22 (2) 783-827
Beekes W and Brown P (2006) Do better-governed Australian firms make more informative
disclosures Journal of Business Finance amp Accounting 33 (3) 422-450
28
Bhattacharya N Black E Christensen T and Larson C (2003) Assessing the relative
informativeness and permanence of pro forma earnings and GAAP operating earnings
Journal of Accounting amp Economics 36 (1-3) 285-319
Black D Black E Christensen T and Waegelein J (2011) The effects of executive
compensation contracts and auditor effort on firms pro forma reporting decisions
Working paper - Duke University
Black D and Christensen T (2009) US managers‟ use of bdquopro forma‟ adjustments to meet
strategic earnings targets Journal of Business Finance amp Accounting 36 (3) 297-326
Bowen R Davis A and Matsumoto D (2005) Do firms strategically emphasize performance
metrics in their earnings press releases The Accounting Review 80 (4) 1011-1038
Brown L and Caylor M (2006) Corporate governance and firm valuation Journal of
Accounting and Public Policy 25 409-434
Brown L D and Sivakumar K (2003) Comparing the value relevance of two operating income
measures Review of Accounting Studies 8 (4) 561-572
Choi Y Lin S Walker M and Young S (2007) Disagreement over the persistence of
earnings components evidence on the properties of management-specific adjustments
to GAAP earnings Review of Accounting Studies 12 (4) 595-622
Committee on European Securities Regulators (2005) CESR recommendation on alternative
performance measures
Durnev A and Kim E (2005) To steal or not to steal firm attributes legal environment and
valuation The Journal of Finance 60 (3) 1461-1493
Elliott W (2006) Are investors influenced by pro forma emphasis and reconciliations in
earnings announcements The Accounting Review 81 (1) 113-133
29
Eng L and Mak Y (2003) Corporate governance and voluntary disclosure Journal of
Accounting and Public Policy 22 325-345
European Financial Reporting Advisory Group (2009) Pro-active accounting activities in
Europe Performance reporting an European discussion paper Brussels Belgium
EFRAG
Fama E (1980) Agency problems and theory of the firm Journal of Political Economy 88 (2)
288-307
Fich E and Shivdasani A (2006) Are busy boards effective monitors The Journal of Finance
61 (2) 689-724
Frankel R McVay S and Soliman M (2011) Non-GAAP earnings and board independence
Review of Accounting Studies forthcoming
Frederickson J and J Miller (2004) The effects of pro forma earnings disclosures on analysts‟
and nonprofessional investors‟ equity valuation judgments The Accounting Review
79 (3) 667-686
Gompers P Ishii J and Metrick A (2003) Corporate governance and equity prices Quarterly
Journal of Economics 118 107-155
Hitz J (2010) Press release disclosure of pro forma earnings metrics by large German
corporations - Empirical evidence and regulatory recommendations Accounting in
Europe 7 (1) 63-86
Holthausen R D Larcker and RSloan (1995) Annual Bonus Schemes and the Manipulation of
Earnings Journal of Accounting and Economics 19 29-74
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Isidro H and Marques A (2010) The role of institutional and economic forces in the strategic
use of non-GAAP disclosures to beat earnings benchmarks Working paper - IUL
ISCTE Business School
Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
manager-adjusted non-GAAP earnings Journal of Business Finance amp Accounting
forthcoming
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internal control systems Journal of Finance 48 831ndash880
Jensen M and K Murphy (1990) Performance Pay and Top-Management Incentives Journal of
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Karamanou I and Vafeas N (2005) The association between corporate boards audit
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The British Accounting Review 42 119-131
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emerging market American Business Review 16 (1) 41ndash55
Zhang H and Zheng L (2011) The valuation impact of reconciling pro forma earnings to
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32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
23
release As before the first estimation of our model considers the impact of compensation on the
disclosure decision the second estimation considers the impact of board quality and the third set
of results considers the two factors concurrently Given that this analysis is performed using a
multinomial logistic regression we divide the table into 4 panels each one corresponding to a
specific position of the non-GAAP measures in the earnings announcement press release
Panel A which analyzes non-GAAP disclosures in the title of the press release shows
that the estimated coefficient for our compensation variable is positive and statistically
significant That is when compensation is linked to the performance of the firm the non-GAAP
earnings measure disclosed is in the title of the press release more often as compared to
reporting it in the financial statements (the part of the press release not considered in any panel)
or not reporting it at all However compensation does not affect the positioning of non-GAAP
measures significantly in any other part of the press release This result suggests that when firms
position their non-GAAP measures strategically they tend to include it in the title of the press
release which is consistent with firms giving more emphasis to non-GAAP measures whenever
they have a strategic reason for doing so This practice can have an important impact in financial
markets as price reactions to earnings announcements tend to be higher when the non-GAAP
number is placed first in the press release particularly from less-sophisticated investors (Allee et
al 2007)
The results for board quality reveal that this variable is negatively associated with the
emphasis given to non-GAAP measures in all panels when considered independently from
managers‟ compensation (column 2) This is consistent with our hypothesis 2C When
considered concurrently with managers‟ compensation (column 3) the estimated coefficients for
board quality remain negative and statistically significant except in Panel B where the
24
coefficient although negative is not statistically different from zero Given that in the third
model of panel A where the two measures are considered concurrently compensation has a
positive and significant effect while board quality has a negative and significant effect we
conclude that board quality can reduce opportunistic emphasis given to non-GAAP disclosures
motivated by compensation For economy of space we do not tabulate the results for the other
firm factors but these are consistent with previous findings
ltInsert Table 7 heregt
Our last set of hypotheses (1D and 2D) states that the non disclosure of a reconciliation
between non-GAAP and GAAP earnings is more (less) likely when compensation is linked to
firm performance (when the board of directors follows more desirable corporate governance
standards) Estimation results presented in Table 8 indicate that performance-based
compensation contracts seem to restrain the disclosure of information that allows users of
financial statements to reconcile non-GAAP to GAAP earnings As firms tend to make higher
adjustments to GAAP figures when compensation is aligned with firm performance avoiding the
disclosure of detailed information about the adjustments made helps to portray a better picture of
firm performance However our results also indicate that board quality does not impact on the
decision to provide reconciliation information
A caveat of our reconciliation results is that in certain regimes providing reconciliations
is not a voluntary decision but a requirement imposed either by accounting or market rules For
example in the UK Financial Reporting Standard 3 (Accounting Standards Board 1993)
requires alternative earnings per share figures to be reconciled with a GAAP figure and in
25
France the Autoriteacute des Marcheacutes Financiers has a similar request However there is also
evidence that firms in certain countries do not follow these rules (eg Aubert 2010 reports that
in France reconciliations are rarely provided by managers) As a robustness check we repeat the
empirical analysis excluding firms from these two countries The results are weaker but in line
with the findings reported in Table 8 We also find similar conclusions for the reconciliation
analysis when we distinguish between tabular reconciliations and written reconciliations and
when we exclude firms cross-listed in the US where reconciliations are required
ltInsert table 8 heregt
Presenting a reconciliation between GAAP and non-GAAP numbers can help investors
understand the adjustments made Thus reporting a reconciliation may interfere with firms‟
choices regarding non-GAAP reporting namely adjusting for items that are recurring and giving
a high emphasis to non-GAAP figures in the press release To check for this effect we re-run the
equations of tables 6 and 7 for the subsample of observations that report a reconciliation The
results are consistent with our initial analysis suggesting that firms‟ disclosing practices are not
conditioned by the presentation of reconciliation information
6 Conclusion
For a set of international firms we analyze how compensation and good corporate
governance in the board of directors influences non-GAAP reporting decisions We analyze four
26
aspects of non-GAAP reporting that are often associated with firms‟ opportunistic intention to
portray a better image of their performance the decision to make a non-GAAP disclosure the
fact that some firms make adjustments for recurring items to GAAP earnings to calculate a non-
GAAP measure the high emphasis given to non-GAAP measures in the press release and not
disclosing a reconciliation that explains the difference between non-GAAP and GAAP earnings
We expect and find a positive relation between those discretionary aspects of non-GAAP
reporting and the fact that firms pay all or a portion of compensation in stock and option grants
aligned with firm performance Our findings suggest that performance-based compensation
encourages firms to use non-GAAP information opportunistically in order to boost users‟
perceptions about firm performance and thus maximize compensation The empirical results also
indicate that an efficient board of directors capable of monitoring firms‟ actions can help
counteract some of the discretionary disclosure choices In particular we find that an efficient
board of directors can reduce the likelihood of disclosing non-GAAP figures and reduce the
emphasis given to non-GAAP information in the press release However the exclusion of
recurring items from GAAP earnings and the decision to present reconciliation between non-
GAAP and GAAP measures do not seem to be influenced by the quality of the board It is
possible that the board does not monitor these reporting aspects Our results suggests that
internal corporate controls have only limited influence over firms‟ non-GAAP disclosure
decisions which may be of interest to regulators interested in the introduction of non-GAAP
rules in Europe
27
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Reporting Standard (FRS) 3 London ASB
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voluntary disclosures Journal of Accounting and Economics 29 73-100
Aggarwal R Erel I Stulz R and Williamson R (2009) Differences in governance practices
between US and foreign firms measurement causes and consequences Review of
Financial Studies 2 (8) 3131 ndash 3169
Allee K Bhattacharya N Black E and Christensen T (2007) Pro forma disclosure and
investor sophistication external validation of experimental evidence using archival data
Accounting Organizations and Society 32 (3) 201-222
Andersson P and Hellman N (2007) Does pro forma reporting bias analyst forecasts
European Accounting Review 16 (2) 277-289
Ashbaugh-Sakife H Collins D and LaFond R (2006) The effects of corporate governance on
firms credit ratings Journal of Accounting and Economics 42 203-243
Bamber L Jiang J and Wang I (2010) Whats my style The influence of top managers on
voluntary corporate financial disclosure The Accounting Review 85 (4) 1131-1162
Bebchuk L Cohen A and Ferrell A (2009) What matters in corporate governance The
Review of Financial Studies 22 (2) 783-827
Beekes W and Brown P (2006) Do better-governed Australian firms make more informative
disclosures Journal of Business Finance amp Accounting 33 (3) 422-450
28
Bhattacharya N Black E Christensen T and Larson C (2003) Assessing the relative
informativeness and permanence of pro forma earnings and GAAP operating earnings
Journal of Accounting amp Economics 36 (1-3) 285-319
Black D Black E Christensen T and Waegelein J (2011) The effects of executive
compensation contracts and auditor effort on firms pro forma reporting decisions
Working paper - Duke University
Black D and Christensen T (2009) US managers‟ use of bdquopro forma‟ adjustments to meet
strategic earnings targets Journal of Business Finance amp Accounting 36 (3) 297-326
Bowen R Davis A and Matsumoto D (2005) Do firms strategically emphasize performance
metrics in their earnings press releases The Accounting Review 80 (4) 1011-1038
Brown L and Caylor M (2006) Corporate governance and firm valuation Journal of
Accounting and Public Policy 25 409-434
Brown L D and Sivakumar K (2003) Comparing the value relevance of two operating income
measures Review of Accounting Studies 8 (4) 561-572
Choi Y Lin S Walker M and Young S (2007) Disagreement over the persistence of
earnings components evidence on the properties of management-specific adjustments
to GAAP earnings Review of Accounting Studies 12 (4) 595-622
Committee on European Securities Regulators (2005) CESR recommendation on alternative
performance measures
Durnev A and Kim E (2005) To steal or not to steal firm attributes legal environment and
valuation The Journal of Finance 60 (3) 1461-1493
Elliott W (2006) Are investors influenced by pro forma emphasis and reconciliations in
earnings announcements The Accounting Review 81 (1) 113-133
29
Eng L and Mak Y (2003) Corporate governance and voluntary disclosure Journal of
Accounting and Public Policy 22 325-345
European Financial Reporting Advisory Group (2009) Pro-active accounting activities in
Europe Performance reporting an European discussion paper Brussels Belgium
EFRAG
Fama E (1980) Agency problems and theory of the firm Journal of Political Economy 88 (2)
288-307
Fich E and Shivdasani A (2006) Are busy boards effective monitors The Journal of Finance
61 (2) 689-724
Frankel R McVay S and Soliman M (2011) Non-GAAP earnings and board independence
Review of Accounting Studies forthcoming
Frederickson J and J Miller (2004) The effects of pro forma earnings disclosures on analysts‟
and nonprofessional investors‟ equity valuation judgments The Accounting Review
79 (3) 667-686
Gompers P Ishii J and Metrick A (2003) Corporate governance and equity prices Quarterly
Journal of Economics 118 107-155
Hitz J (2010) Press release disclosure of pro forma earnings metrics by large German
corporations - Empirical evidence and regulatory recommendations Accounting in
Europe 7 (1) 63-86
Holthausen R D Larcker and RSloan (1995) Annual Bonus Schemes and the Manipulation of
Earnings Journal of Accounting and Economics 19 29-74
30
Isidro H and Marques A (2010) The role of institutional and economic forces in the strategic
use of non-GAAP disclosures to beat earnings benchmarks Working paper - IUL
ISCTE Business School
Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
manager-adjusted non-GAAP earnings Journal of Business Finance amp Accounting
forthcoming
Jensen M (1993) Presidential address the modern industrial revolution exit and the failure of
internal control systems Journal of Finance 48 831ndash880
Jensen M and K Murphy (1990) Performance Pay and Top-Management Incentives Journal of
Political Economy (98) 2 225-264
Karamanou I and Vafeas N (2005) The association between corporate boards audit
committees and management earnings forecasts an empirical analysis Journal of
Accounting Research 43(3) 453-486
Klapper L and Love I (2004) Corporate governance investor protection and performance in
emerging markets Journal of Corporate Finance 10 703-728
Leone M (2010) Whats on the SEC radar CFOcom
Lougee B and Marquardt C (2004) Earnings quality and strategic disclosure an empirical
examination of pro forma earnings The Accounting Review 79 (3) 769-795
Marques A (2006) SEC interventions and the frequency and usefulness of non-GAAP financial
measures Review of Accounting Studies 11 (4) 549-574
31
Marques A (2010) Disclosure strategies among SampP 500 firms Evidence on the disclosure of
non-GAAP financial measures and financial statements in earnings press releases
The British Accounting Review 42 119-131
Schadewitz H and Blevins D (1998) Major determinants of interim disclosures in an
emerging market American Business Review 16 (1) 41ndash55
Zhang H and Zheng L (2011) The valuation impact of reconciling pro forma earnings to
GAAP earnings Journal of Accounting an Economics 51 186-202
32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
24
coefficient although negative is not statistically different from zero Given that in the third
model of panel A where the two measures are considered concurrently compensation has a
positive and significant effect while board quality has a negative and significant effect we
conclude that board quality can reduce opportunistic emphasis given to non-GAAP disclosures
motivated by compensation For economy of space we do not tabulate the results for the other
firm factors but these are consistent with previous findings
ltInsert Table 7 heregt
Our last set of hypotheses (1D and 2D) states that the non disclosure of a reconciliation
between non-GAAP and GAAP earnings is more (less) likely when compensation is linked to
firm performance (when the board of directors follows more desirable corporate governance
standards) Estimation results presented in Table 8 indicate that performance-based
compensation contracts seem to restrain the disclosure of information that allows users of
financial statements to reconcile non-GAAP to GAAP earnings As firms tend to make higher
adjustments to GAAP figures when compensation is aligned with firm performance avoiding the
disclosure of detailed information about the adjustments made helps to portray a better picture of
firm performance However our results also indicate that board quality does not impact on the
decision to provide reconciliation information
A caveat of our reconciliation results is that in certain regimes providing reconciliations
is not a voluntary decision but a requirement imposed either by accounting or market rules For
example in the UK Financial Reporting Standard 3 (Accounting Standards Board 1993)
requires alternative earnings per share figures to be reconciled with a GAAP figure and in
25
France the Autoriteacute des Marcheacutes Financiers has a similar request However there is also
evidence that firms in certain countries do not follow these rules (eg Aubert 2010 reports that
in France reconciliations are rarely provided by managers) As a robustness check we repeat the
empirical analysis excluding firms from these two countries The results are weaker but in line
with the findings reported in Table 8 We also find similar conclusions for the reconciliation
analysis when we distinguish between tabular reconciliations and written reconciliations and
when we exclude firms cross-listed in the US where reconciliations are required
ltInsert table 8 heregt
Presenting a reconciliation between GAAP and non-GAAP numbers can help investors
understand the adjustments made Thus reporting a reconciliation may interfere with firms‟
choices regarding non-GAAP reporting namely adjusting for items that are recurring and giving
a high emphasis to non-GAAP figures in the press release To check for this effect we re-run the
equations of tables 6 and 7 for the subsample of observations that report a reconciliation The
results are consistent with our initial analysis suggesting that firms‟ disclosing practices are not
conditioned by the presentation of reconciliation information
6 Conclusion
For a set of international firms we analyze how compensation and good corporate
governance in the board of directors influences non-GAAP reporting decisions We analyze four
26
aspects of non-GAAP reporting that are often associated with firms‟ opportunistic intention to
portray a better image of their performance the decision to make a non-GAAP disclosure the
fact that some firms make adjustments for recurring items to GAAP earnings to calculate a non-
GAAP measure the high emphasis given to non-GAAP measures in the press release and not
disclosing a reconciliation that explains the difference between non-GAAP and GAAP earnings
We expect and find a positive relation between those discretionary aspects of non-GAAP
reporting and the fact that firms pay all or a portion of compensation in stock and option grants
aligned with firm performance Our findings suggest that performance-based compensation
encourages firms to use non-GAAP information opportunistically in order to boost users‟
perceptions about firm performance and thus maximize compensation The empirical results also
indicate that an efficient board of directors capable of monitoring firms‟ actions can help
counteract some of the discretionary disclosure choices In particular we find that an efficient
board of directors can reduce the likelihood of disclosing non-GAAP figures and reduce the
emphasis given to non-GAAP information in the press release However the exclusion of
recurring items from GAAP earnings and the decision to present reconciliation between non-
GAAP and GAAP measures do not seem to be influenced by the quality of the board It is
possible that the board does not monitor these reporting aspects Our results suggests that
internal corporate controls have only limited influence over firms‟ non-GAAP disclosure
decisions which may be of interest to regulators interested in the introduction of non-GAAP
rules in Europe
27
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Aboody D and Kasznik R (2000) CEO stock option awards and the timing of corporate
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between US and foreign firms measurement causes and consequences Review of
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Allee K Bhattacharya N Black E and Christensen T (2007) Pro forma disclosure and
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Andersson P and Hellman N (2007) Does pro forma reporting bias analyst forecasts
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Ashbaugh-Sakife H Collins D and LaFond R (2006) The effects of corporate governance on
firms credit ratings Journal of Accounting and Economics 42 203-243
Bamber L Jiang J and Wang I (2010) Whats my style The influence of top managers on
voluntary corporate financial disclosure The Accounting Review 85 (4) 1131-1162
Bebchuk L Cohen A and Ferrell A (2009) What matters in corporate governance The
Review of Financial Studies 22 (2) 783-827
Beekes W and Brown P (2006) Do better-governed Australian firms make more informative
disclosures Journal of Business Finance amp Accounting 33 (3) 422-450
28
Bhattacharya N Black E Christensen T and Larson C (2003) Assessing the relative
informativeness and permanence of pro forma earnings and GAAP operating earnings
Journal of Accounting amp Economics 36 (1-3) 285-319
Black D Black E Christensen T and Waegelein J (2011) The effects of executive
compensation contracts and auditor effort on firms pro forma reporting decisions
Working paper - Duke University
Black D and Christensen T (2009) US managers‟ use of bdquopro forma‟ adjustments to meet
strategic earnings targets Journal of Business Finance amp Accounting 36 (3) 297-326
Bowen R Davis A and Matsumoto D (2005) Do firms strategically emphasize performance
metrics in their earnings press releases The Accounting Review 80 (4) 1011-1038
Brown L and Caylor M (2006) Corporate governance and firm valuation Journal of
Accounting and Public Policy 25 409-434
Brown L D and Sivakumar K (2003) Comparing the value relevance of two operating income
measures Review of Accounting Studies 8 (4) 561-572
Choi Y Lin S Walker M and Young S (2007) Disagreement over the persistence of
earnings components evidence on the properties of management-specific adjustments
to GAAP earnings Review of Accounting Studies 12 (4) 595-622
Committee on European Securities Regulators (2005) CESR recommendation on alternative
performance measures
Durnev A and Kim E (2005) To steal or not to steal firm attributes legal environment and
valuation The Journal of Finance 60 (3) 1461-1493
Elliott W (2006) Are investors influenced by pro forma emphasis and reconciliations in
earnings announcements The Accounting Review 81 (1) 113-133
29
Eng L and Mak Y (2003) Corporate governance and voluntary disclosure Journal of
Accounting and Public Policy 22 325-345
European Financial Reporting Advisory Group (2009) Pro-active accounting activities in
Europe Performance reporting an European discussion paper Brussels Belgium
EFRAG
Fama E (1980) Agency problems and theory of the firm Journal of Political Economy 88 (2)
288-307
Fich E and Shivdasani A (2006) Are busy boards effective monitors The Journal of Finance
61 (2) 689-724
Frankel R McVay S and Soliman M (2011) Non-GAAP earnings and board independence
Review of Accounting Studies forthcoming
Frederickson J and J Miller (2004) The effects of pro forma earnings disclosures on analysts‟
and nonprofessional investors‟ equity valuation judgments The Accounting Review
79 (3) 667-686
Gompers P Ishii J and Metrick A (2003) Corporate governance and equity prices Quarterly
Journal of Economics 118 107-155
Hitz J (2010) Press release disclosure of pro forma earnings metrics by large German
corporations - Empirical evidence and regulatory recommendations Accounting in
Europe 7 (1) 63-86
Holthausen R D Larcker and RSloan (1995) Annual Bonus Schemes and the Manipulation of
Earnings Journal of Accounting and Economics 19 29-74
30
Isidro H and Marques A (2010) The role of institutional and economic forces in the strategic
use of non-GAAP disclosures to beat earnings benchmarks Working paper - IUL
ISCTE Business School
Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
manager-adjusted non-GAAP earnings Journal of Business Finance amp Accounting
forthcoming
Jensen M (1993) Presidential address the modern industrial revolution exit and the failure of
internal control systems Journal of Finance 48 831ndash880
Jensen M and K Murphy (1990) Performance Pay and Top-Management Incentives Journal of
Political Economy (98) 2 225-264
Karamanou I and Vafeas N (2005) The association between corporate boards audit
committees and management earnings forecasts an empirical analysis Journal of
Accounting Research 43(3) 453-486
Klapper L and Love I (2004) Corporate governance investor protection and performance in
emerging markets Journal of Corporate Finance 10 703-728
Leone M (2010) Whats on the SEC radar CFOcom
Lougee B and Marquardt C (2004) Earnings quality and strategic disclosure an empirical
examination of pro forma earnings The Accounting Review 79 (3) 769-795
Marques A (2006) SEC interventions and the frequency and usefulness of non-GAAP financial
measures Review of Accounting Studies 11 (4) 549-574
31
Marques A (2010) Disclosure strategies among SampP 500 firms Evidence on the disclosure of
non-GAAP financial measures and financial statements in earnings press releases
The British Accounting Review 42 119-131
Schadewitz H and Blevins D (1998) Major determinants of interim disclosures in an
emerging market American Business Review 16 (1) 41ndash55
Zhang H and Zheng L (2011) The valuation impact of reconciling pro forma earnings to
GAAP earnings Journal of Accounting an Economics 51 186-202
32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
25
France the Autoriteacute des Marcheacutes Financiers has a similar request However there is also
evidence that firms in certain countries do not follow these rules (eg Aubert 2010 reports that
in France reconciliations are rarely provided by managers) As a robustness check we repeat the
empirical analysis excluding firms from these two countries The results are weaker but in line
with the findings reported in Table 8 We also find similar conclusions for the reconciliation
analysis when we distinguish between tabular reconciliations and written reconciliations and
when we exclude firms cross-listed in the US where reconciliations are required
ltInsert table 8 heregt
Presenting a reconciliation between GAAP and non-GAAP numbers can help investors
understand the adjustments made Thus reporting a reconciliation may interfere with firms‟
choices regarding non-GAAP reporting namely adjusting for items that are recurring and giving
a high emphasis to non-GAAP figures in the press release To check for this effect we re-run the
equations of tables 6 and 7 for the subsample of observations that report a reconciliation The
results are consistent with our initial analysis suggesting that firms‟ disclosing practices are not
conditioned by the presentation of reconciliation information
6 Conclusion
For a set of international firms we analyze how compensation and good corporate
governance in the board of directors influences non-GAAP reporting decisions We analyze four
26
aspects of non-GAAP reporting that are often associated with firms‟ opportunistic intention to
portray a better image of their performance the decision to make a non-GAAP disclosure the
fact that some firms make adjustments for recurring items to GAAP earnings to calculate a non-
GAAP measure the high emphasis given to non-GAAP measures in the press release and not
disclosing a reconciliation that explains the difference between non-GAAP and GAAP earnings
We expect and find a positive relation between those discretionary aspects of non-GAAP
reporting and the fact that firms pay all or a portion of compensation in stock and option grants
aligned with firm performance Our findings suggest that performance-based compensation
encourages firms to use non-GAAP information opportunistically in order to boost users‟
perceptions about firm performance and thus maximize compensation The empirical results also
indicate that an efficient board of directors capable of monitoring firms‟ actions can help
counteract some of the discretionary disclosure choices In particular we find that an efficient
board of directors can reduce the likelihood of disclosing non-GAAP figures and reduce the
emphasis given to non-GAAP information in the press release However the exclusion of
recurring items from GAAP earnings and the decision to present reconciliation between non-
GAAP and GAAP measures do not seem to be influenced by the quality of the board It is
possible that the board does not monitor these reporting aspects Our results suggests that
internal corporate controls have only limited influence over firms‟ non-GAAP disclosure
decisions which may be of interest to regulators interested in the introduction of non-GAAP
rules in Europe
27
References
Accounting Standards Board (ASB) 1993 Reporting Financial Performance Financial
Reporting Standard (FRS) 3 London ASB
Aboody D and Kasznik R (2000) CEO stock option awards and the timing of corporate
voluntary disclosures Journal of Accounting and Economics 29 73-100
Aggarwal R Erel I Stulz R and Williamson R (2009) Differences in governance practices
between US and foreign firms measurement causes and consequences Review of
Financial Studies 2 (8) 3131 ndash 3169
Allee K Bhattacharya N Black E and Christensen T (2007) Pro forma disclosure and
investor sophistication external validation of experimental evidence using archival data
Accounting Organizations and Society 32 (3) 201-222
Andersson P and Hellman N (2007) Does pro forma reporting bias analyst forecasts
European Accounting Review 16 (2) 277-289
Ashbaugh-Sakife H Collins D and LaFond R (2006) The effects of corporate governance on
firms credit ratings Journal of Accounting and Economics 42 203-243
Bamber L Jiang J and Wang I (2010) Whats my style The influence of top managers on
voluntary corporate financial disclosure The Accounting Review 85 (4) 1131-1162
Bebchuk L Cohen A and Ferrell A (2009) What matters in corporate governance The
Review of Financial Studies 22 (2) 783-827
Beekes W and Brown P (2006) Do better-governed Australian firms make more informative
disclosures Journal of Business Finance amp Accounting 33 (3) 422-450
28
Bhattacharya N Black E Christensen T and Larson C (2003) Assessing the relative
informativeness and permanence of pro forma earnings and GAAP operating earnings
Journal of Accounting amp Economics 36 (1-3) 285-319
Black D Black E Christensen T and Waegelein J (2011) The effects of executive
compensation contracts and auditor effort on firms pro forma reporting decisions
Working paper - Duke University
Black D and Christensen T (2009) US managers‟ use of bdquopro forma‟ adjustments to meet
strategic earnings targets Journal of Business Finance amp Accounting 36 (3) 297-326
Bowen R Davis A and Matsumoto D (2005) Do firms strategically emphasize performance
metrics in their earnings press releases The Accounting Review 80 (4) 1011-1038
Brown L and Caylor M (2006) Corporate governance and firm valuation Journal of
Accounting and Public Policy 25 409-434
Brown L D and Sivakumar K (2003) Comparing the value relevance of two operating income
measures Review of Accounting Studies 8 (4) 561-572
Choi Y Lin S Walker M and Young S (2007) Disagreement over the persistence of
earnings components evidence on the properties of management-specific adjustments
to GAAP earnings Review of Accounting Studies 12 (4) 595-622
Committee on European Securities Regulators (2005) CESR recommendation on alternative
performance measures
Durnev A and Kim E (2005) To steal or not to steal firm attributes legal environment and
valuation The Journal of Finance 60 (3) 1461-1493
Elliott W (2006) Are investors influenced by pro forma emphasis and reconciliations in
earnings announcements The Accounting Review 81 (1) 113-133
29
Eng L and Mak Y (2003) Corporate governance and voluntary disclosure Journal of
Accounting and Public Policy 22 325-345
European Financial Reporting Advisory Group (2009) Pro-active accounting activities in
Europe Performance reporting an European discussion paper Brussels Belgium
EFRAG
Fama E (1980) Agency problems and theory of the firm Journal of Political Economy 88 (2)
288-307
Fich E and Shivdasani A (2006) Are busy boards effective monitors The Journal of Finance
61 (2) 689-724
Frankel R McVay S and Soliman M (2011) Non-GAAP earnings and board independence
Review of Accounting Studies forthcoming
Frederickson J and J Miller (2004) The effects of pro forma earnings disclosures on analysts‟
and nonprofessional investors‟ equity valuation judgments The Accounting Review
79 (3) 667-686
Gompers P Ishii J and Metrick A (2003) Corporate governance and equity prices Quarterly
Journal of Economics 118 107-155
Hitz J (2010) Press release disclosure of pro forma earnings metrics by large German
corporations - Empirical evidence and regulatory recommendations Accounting in
Europe 7 (1) 63-86
Holthausen R D Larcker and RSloan (1995) Annual Bonus Schemes and the Manipulation of
Earnings Journal of Accounting and Economics 19 29-74
30
Isidro H and Marques A (2010) The role of institutional and economic forces in the strategic
use of non-GAAP disclosures to beat earnings benchmarks Working paper - IUL
ISCTE Business School
Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
manager-adjusted non-GAAP earnings Journal of Business Finance amp Accounting
forthcoming
Jensen M (1993) Presidential address the modern industrial revolution exit and the failure of
internal control systems Journal of Finance 48 831ndash880
Jensen M and K Murphy (1990) Performance Pay and Top-Management Incentives Journal of
Political Economy (98) 2 225-264
Karamanou I and Vafeas N (2005) The association between corporate boards audit
committees and management earnings forecasts an empirical analysis Journal of
Accounting Research 43(3) 453-486
Klapper L and Love I (2004) Corporate governance investor protection and performance in
emerging markets Journal of Corporate Finance 10 703-728
Leone M (2010) Whats on the SEC radar CFOcom
Lougee B and Marquardt C (2004) Earnings quality and strategic disclosure an empirical
examination of pro forma earnings The Accounting Review 79 (3) 769-795
Marques A (2006) SEC interventions and the frequency and usefulness of non-GAAP financial
measures Review of Accounting Studies 11 (4) 549-574
31
Marques A (2010) Disclosure strategies among SampP 500 firms Evidence on the disclosure of
non-GAAP financial measures and financial statements in earnings press releases
The British Accounting Review 42 119-131
Schadewitz H and Blevins D (1998) Major determinants of interim disclosures in an
emerging market American Business Review 16 (1) 41ndash55
Zhang H and Zheng L (2011) The valuation impact of reconciling pro forma earnings to
GAAP earnings Journal of Accounting an Economics 51 186-202
32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
26
aspects of non-GAAP reporting that are often associated with firms‟ opportunistic intention to
portray a better image of their performance the decision to make a non-GAAP disclosure the
fact that some firms make adjustments for recurring items to GAAP earnings to calculate a non-
GAAP measure the high emphasis given to non-GAAP measures in the press release and not
disclosing a reconciliation that explains the difference between non-GAAP and GAAP earnings
We expect and find a positive relation between those discretionary aspects of non-GAAP
reporting and the fact that firms pay all or a portion of compensation in stock and option grants
aligned with firm performance Our findings suggest that performance-based compensation
encourages firms to use non-GAAP information opportunistically in order to boost users‟
perceptions about firm performance and thus maximize compensation The empirical results also
indicate that an efficient board of directors capable of monitoring firms‟ actions can help
counteract some of the discretionary disclosure choices In particular we find that an efficient
board of directors can reduce the likelihood of disclosing non-GAAP figures and reduce the
emphasis given to non-GAAP information in the press release However the exclusion of
recurring items from GAAP earnings and the decision to present reconciliation between non-
GAAP and GAAP measures do not seem to be influenced by the quality of the board It is
possible that the board does not monitor these reporting aspects Our results suggests that
internal corporate controls have only limited influence over firms‟ non-GAAP disclosure
decisions which may be of interest to regulators interested in the introduction of non-GAAP
rules in Europe
27
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Aboody D and Kasznik R (2000) CEO stock option awards and the timing of corporate
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Aggarwal R Erel I Stulz R and Williamson R (2009) Differences in governance practices
between US and foreign firms measurement causes and consequences Review of
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Allee K Bhattacharya N Black E and Christensen T (2007) Pro forma disclosure and
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Accounting Organizations and Society 32 (3) 201-222
Andersson P and Hellman N (2007) Does pro forma reporting bias analyst forecasts
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Ashbaugh-Sakife H Collins D and LaFond R (2006) The effects of corporate governance on
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Bamber L Jiang J and Wang I (2010) Whats my style The influence of top managers on
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Bebchuk L Cohen A and Ferrell A (2009) What matters in corporate governance The
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Beekes W and Brown P (2006) Do better-governed Australian firms make more informative
disclosures Journal of Business Finance amp Accounting 33 (3) 422-450
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Bhattacharya N Black E Christensen T and Larson C (2003) Assessing the relative
informativeness and permanence of pro forma earnings and GAAP operating earnings
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Black D Black E Christensen T and Waegelein J (2011) The effects of executive
compensation contracts and auditor effort on firms pro forma reporting decisions
Working paper - Duke University
Black D and Christensen T (2009) US managers‟ use of bdquopro forma‟ adjustments to meet
strategic earnings targets Journal of Business Finance amp Accounting 36 (3) 297-326
Bowen R Davis A and Matsumoto D (2005) Do firms strategically emphasize performance
metrics in their earnings press releases The Accounting Review 80 (4) 1011-1038
Brown L and Caylor M (2006) Corporate governance and firm valuation Journal of
Accounting and Public Policy 25 409-434
Brown L D and Sivakumar K (2003) Comparing the value relevance of two operating income
measures Review of Accounting Studies 8 (4) 561-572
Choi Y Lin S Walker M and Young S (2007) Disagreement over the persistence of
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Committee on European Securities Regulators (2005) CESR recommendation on alternative
performance measures
Durnev A and Kim E (2005) To steal or not to steal firm attributes legal environment and
valuation The Journal of Finance 60 (3) 1461-1493
Elliott W (2006) Are investors influenced by pro forma emphasis and reconciliations in
earnings announcements The Accounting Review 81 (1) 113-133
29
Eng L and Mak Y (2003) Corporate governance and voluntary disclosure Journal of
Accounting and Public Policy 22 325-345
European Financial Reporting Advisory Group (2009) Pro-active accounting activities in
Europe Performance reporting an European discussion paper Brussels Belgium
EFRAG
Fama E (1980) Agency problems and theory of the firm Journal of Political Economy 88 (2)
288-307
Fich E and Shivdasani A (2006) Are busy boards effective monitors The Journal of Finance
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Frankel R McVay S and Soliman M (2011) Non-GAAP earnings and board independence
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Frederickson J and J Miller (2004) The effects of pro forma earnings disclosures on analysts‟
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Gompers P Ishii J and Metrick A (2003) Corporate governance and equity prices Quarterly
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Hitz J (2010) Press release disclosure of pro forma earnings metrics by large German
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Holthausen R D Larcker and RSloan (1995) Annual Bonus Schemes and the Manipulation of
Earnings Journal of Accounting and Economics 19 29-74
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Isidro H and Marques A (2010) The role of institutional and economic forces in the strategic
use of non-GAAP disclosures to beat earnings benchmarks Working paper - IUL
ISCTE Business School
Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
manager-adjusted non-GAAP earnings Journal of Business Finance amp Accounting
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Jensen M (1993) Presidential address the modern industrial revolution exit and the failure of
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Jensen M and K Murphy (1990) Performance Pay and Top-Management Incentives Journal of
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Karamanou I and Vafeas N (2005) The association between corporate boards audit
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The British Accounting Review 42 119-131
Schadewitz H and Blevins D (1998) Major determinants of interim disclosures in an
emerging market American Business Review 16 (1) 41ndash55
Zhang H and Zheng L (2011) The valuation impact of reconciling pro forma earnings to
GAAP earnings Journal of Accounting an Economics 51 186-202
32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
27
References
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Reporting Standard (FRS) 3 London ASB
Aboody D and Kasznik R (2000) CEO stock option awards and the timing of corporate
voluntary disclosures Journal of Accounting and Economics 29 73-100
Aggarwal R Erel I Stulz R and Williamson R (2009) Differences in governance practices
between US and foreign firms measurement causes and consequences Review of
Financial Studies 2 (8) 3131 ndash 3169
Allee K Bhattacharya N Black E and Christensen T (2007) Pro forma disclosure and
investor sophistication external validation of experimental evidence using archival data
Accounting Organizations and Society 32 (3) 201-222
Andersson P and Hellman N (2007) Does pro forma reporting bias analyst forecasts
European Accounting Review 16 (2) 277-289
Ashbaugh-Sakife H Collins D and LaFond R (2006) The effects of corporate governance on
firms credit ratings Journal of Accounting and Economics 42 203-243
Bamber L Jiang J and Wang I (2010) Whats my style The influence of top managers on
voluntary corporate financial disclosure The Accounting Review 85 (4) 1131-1162
Bebchuk L Cohen A and Ferrell A (2009) What matters in corporate governance The
Review of Financial Studies 22 (2) 783-827
Beekes W and Brown P (2006) Do better-governed Australian firms make more informative
disclosures Journal of Business Finance amp Accounting 33 (3) 422-450
28
Bhattacharya N Black E Christensen T and Larson C (2003) Assessing the relative
informativeness and permanence of pro forma earnings and GAAP operating earnings
Journal of Accounting amp Economics 36 (1-3) 285-319
Black D Black E Christensen T and Waegelein J (2011) The effects of executive
compensation contracts and auditor effort on firms pro forma reporting decisions
Working paper - Duke University
Black D and Christensen T (2009) US managers‟ use of bdquopro forma‟ adjustments to meet
strategic earnings targets Journal of Business Finance amp Accounting 36 (3) 297-326
Bowen R Davis A and Matsumoto D (2005) Do firms strategically emphasize performance
metrics in their earnings press releases The Accounting Review 80 (4) 1011-1038
Brown L and Caylor M (2006) Corporate governance and firm valuation Journal of
Accounting and Public Policy 25 409-434
Brown L D and Sivakumar K (2003) Comparing the value relevance of two operating income
measures Review of Accounting Studies 8 (4) 561-572
Choi Y Lin S Walker M and Young S (2007) Disagreement over the persistence of
earnings components evidence on the properties of management-specific adjustments
to GAAP earnings Review of Accounting Studies 12 (4) 595-622
Committee on European Securities Regulators (2005) CESR recommendation on alternative
performance measures
Durnev A and Kim E (2005) To steal or not to steal firm attributes legal environment and
valuation The Journal of Finance 60 (3) 1461-1493
Elliott W (2006) Are investors influenced by pro forma emphasis and reconciliations in
earnings announcements The Accounting Review 81 (1) 113-133
29
Eng L and Mak Y (2003) Corporate governance and voluntary disclosure Journal of
Accounting and Public Policy 22 325-345
European Financial Reporting Advisory Group (2009) Pro-active accounting activities in
Europe Performance reporting an European discussion paper Brussels Belgium
EFRAG
Fama E (1980) Agency problems and theory of the firm Journal of Political Economy 88 (2)
288-307
Fich E and Shivdasani A (2006) Are busy boards effective monitors The Journal of Finance
61 (2) 689-724
Frankel R McVay S and Soliman M (2011) Non-GAAP earnings and board independence
Review of Accounting Studies forthcoming
Frederickson J and J Miller (2004) The effects of pro forma earnings disclosures on analysts‟
and nonprofessional investors‟ equity valuation judgments The Accounting Review
79 (3) 667-686
Gompers P Ishii J and Metrick A (2003) Corporate governance and equity prices Quarterly
Journal of Economics 118 107-155
Hitz J (2010) Press release disclosure of pro forma earnings metrics by large German
corporations - Empirical evidence and regulatory recommendations Accounting in
Europe 7 (1) 63-86
Holthausen R D Larcker and RSloan (1995) Annual Bonus Schemes and the Manipulation of
Earnings Journal of Accounting and Economics 19 29-74
30
Isidro H and Marques A (2010) The role of institutional and economic forces in the strategic
use of non-GAAP disclosures to beat earnings benchmarks Working paper - IUL
ISCTE Business School
Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
manager-adjusted non-GAAP earnings Journal of Business Finance amp Accounting
forthcoming
Jensen M (1993) Presidential address the modern industrial revolution exit and the failure of
internal control systems Journal of Finance 48 831ndash880
Jensen M and K Murphy (1990) Performance Pay and Top-Management Incentives Journal of
Political Economy (98) 2 225-264
Karamanou I and Vafeas N (2005) The association between corporate boards audit
committees and management earnings forecasts an empirical analysis Journal of
Accounting Research 43(3) 453-486
Klapper L and Love I (2004) Corporate governance investor protection and performance in
emerging markets Journal of Corporate Finance 10 703-728
Leone M (2010) Whats on the SEC radar CFOcom
Lougee B and Marquardt C (2004) Earnings quality and strategic disclosure an empirical
examination of pro forma earnings The Accounting Review 79 (3) 769-795
Marques A (2006) SEC interventions and the frequency and usefulness of non-GAAP financial
measures Review of Accounting Studies 11 (4) 549-574
31
Marques A (2010) Disclosure strategies among SampP 500 firms Evidence on the disclosure of
non-GAAP financial measures and financial statements in earnings press releases
The British Accounting Review 42 119-131
Schadewitz H and Blevins D (1998) Major determinants of interim disclosures in an
emerging market American Business Review 16 (1) 41ndash55
Zhang H and Zheng L (2011) The valuation impact of reconciling pro forma earnings to
GAAP earnings Journal of Accounting an Economics 51 186-202
32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
28
Bhattacharya N Black E Christensen T and Larson C (2003) Assessing the relative
informativeness and permanence of pro forma earnings and GAAP operating earnings
Journal of Accounting amp Economics 36 (1-3) 285-319
Black D Black E Christensen T and Waegelein J (2011) The effects of executive
compensation contracts and auditor effort on firms pro forma reporting decisions
Working paper - Duke University
Black D and Christensen T (2009) US managers‟ use of bdquopro forma‟ adjustments to meet
strategic earnings targets Journal of Business Finance amp Accounting 36 (3) 297-326
Bowen R Davis A and Matsumoto D (2005) Do firms strategically emphasize performance
metrics in their earnings press releases The Accounting Review 80 (4) 1011-1038
Brown L and Caylor M (2006) Corporate governance and firm valuation Journal of
Accounting and Public Policy 25 409-434
Brown L D and Sivakumar K (2003) Comparing the value relevance of two operating income
measures Review of Accounting Studies 8 (4) 561-572
Choi Y Lin S Walker M and Young S (2007) Disagreement over the persistence of
earnings components evidence on the properties of management-specific adjustments
to GAAP earnings Review of Accounting Studies 12 (4) 595-622
Committee on European Securities Regulators (2005) CESR recommendation on alternative
performance measures
Durnev A and Kim E (2005) To steal or not to steal firm attributes legal environment and
valuation The Journal of Finance 60 (3) 1461-1493
Elliott W (2006) Are investors influenced by pro forma emphasis and reconciliations in
earnings announcements The Accounting Review 81 (1) 113-133
29
Eng L and Mak Y (2003) Corporate governance and voluntary disclosure Journal of
Accounting and Public Policy 22 325-345
European Financial Reporting Advisory Group (2009) Pro-active accounting activities in
Europe Performance reporting an European discussion paper Brussels Belgium
EFRAG
Fama E (1980) Agency problems and theory of the firm Journal of Political Economy 88 (2)
288-307
Fich E and Shivdasani A (2006) Are busy boards effective monitors The Journal of Finance
61 (2) 689-724
Frankel R McVay S and Soliman M (2011) Non-GAAP earnings and board independence
Review of Accounting Studies forthcoming
Frederickson J and J Miller (2004) The effects of pro forma earnings disclosures on analysts‟
and nonprofessional investors‟ equity valuation judgments The Accounting Review
79 (3) 667-686
Gompers P Ishii J and Metrick A (2003) Corporate governance and equity prices Quarterly
Journal of Economics 118 107-155
Hitz J (2010) Press release disclosure of pro forma earnings metrics by large German
corporations - Empirical evidence and regulatory recommendations Accounting in
Europe 7 (1) 63-86
Holthausen R D Larcker and RSloan (1995) Annual Bonus Schemes and the Manipulation of
Earnings Journal of Accounting and Economics 19 29-74
30
Isidro H and Marques A (2010) The role of institutional and economic forces in the strategic
use of non-GAAP disclosures to beat earnings benchmarks Working paper - IUL
ISCTE Business School
Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
manager-adjusted non-GAAP earnings Journal of Business Finance amp Accounting
forthcoming
Jensen M (1993) Presidential address the modern industrial revolution exit and the failure of
internal control systems Journal of Finance 48 831ndash880
Jensen M and K Murphy (1990) Performance Pay and Top-Management Incentives Journal of
Political Economy (98) 2 225-264
Karamanou I and Vafeas N (2005) The association between corporate boards audit
committees and management earnings forecasts an empirical analysis Journal of
Accounting Research 43(3) 453-486
Klapper L and Love I (2004) Corporate governance investor protection and performance in
emerging markets Journal of Corporate Finance 10 703-728
Leone M (2010) Whats on the SEC radar CFOcom
Lougee B and Marquardt C (2004) Earnings quality and strategic disclosure an empirical
examination of pro forma earnings The Accounting Review 79 (3) 769-795
Marques A (2006) SEC interventions and the frequency and usefulness of non-GAAP financial
measures Review of Accounting Studies 11 (4) 549-574
31
Marques A (2010) Disclosure strategies among SampP 500 firms Evidence on the disclosure of
non-GAAP financial measures and financial statements in earnings press releases
The British Accounting Review 42 119-131
Schadewitz H and Blevins D (1998) Major determinants of interim disclosures in an
emerging market American Business Review 16 (1) 41ndash55
Zhang H and Zheng L (2011) The valuation impact of reconciling pro forma earnings to
GAAP earnings Journal of Accounting an Economics 51 186-202
32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
29
Eng L and Mak Y (2003) Corporate governance and voluntary disclosure Journal of
Accounting and Public Policy 22 325-345
European Financial Reporting Advisory Group (2009) Pro-active accounting activities in
Europe Performance reporting an European discussion paper Brussels Belgium
EFRAG
Fama E (1980) Agency problems and theory of the firm Journal of Political Economy 88 (2)
288-307
Fich E and Shivdasani A (2006) Are busy boards effective monitors The Journal of Finance
61 (2) 689-724
Frankel R McVay S and Soliman M (2011) Non-GAAP earnings and board independence
Review of Accounting Studies forthcoming
Frederickson J and J Miller (2004) The effects of pro forma earnings disclosures on analysts‟
and nonprofessional investors‟ equity valuation judgments The Accounting Review
79 (3) 667-686
Gompers P Ishii J and Metrick A (2003) Corporate governance and equity prices Quarterly
Journal of Economics 118 107-155
Hitz J (2010) Press release disclosure of pro forma earnings metrics by large German
corporations - Empirical evidence and regulatory recommendations Accounting in
Europe 7 (1) 63-86
Holthausen R D Larcker and RSloan (1995) Annual Bonus Schemes and the Manipulation of
Earnings Journal of Accounting and Economics 19 29-74
30
Isidro H and Marques A (2010) The role of institutional and economic forces in the strategic
use of non-GAAP disclosures to beat earnings benchmarks Working paper - IUL
ISCTE Business School
Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
manager-adjusted non-GAAP earnings Journal of Business Finance amp Accounting
forthcoming
Jensen M (1993) Presidential address the modern industrial revolution exit and the failure of
internal control systems Journal of Finance 48 831ndash880
Jensen M and K Murphy (1990) Performance Pay and Top-Management Incentives Journal of
Political Economy (98) 2 225-264
Karamanou I and Vafeas N (2005) The association between corporate boards audit
committees and management earnings forecasts an empirical analysis Journal of
Accounting Research 43(3) 453-486
Klapper L and Love I (2004) Corporate governance investor protection and performance in
emerging markets Journal of Corporate Finance 10 703-728
Leone M (2010) Whats on the SEC radar CFOcom
Lougee B and Marquardt C (2004) Earnings quality and strategic disclosure an empirical
examination of pro forma earnings The Accounting Review 79 (3) 769-795
Marques A (2006) SEC interventions and the frequency and usefulness of non-GAAP financial
measures Review of Accounting Studies 11 (4) 549-574
31
Marques A (2010) Disclosure strategies among SampP 500 firms Evidence on the disclosure of
non-GAAP financial measures and financial statements in earnings press releases
The British Accounting Review 42 119-131
Schadewitz H and Blevins D (1998) Major determinants of interim disclosures in an
emerging market American Business Review 16 (1) 41ndash55
Zhang H and Zheng L (2011) The valuation impact of reconciling pro forma earnings to
GAAP earnings Journal of Accounting an Economics 51 186-202
32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
30
Isidro H and Marques A (2010) The role of institutional and economic forces in the strategic
use of non-GAAP disclosures to beat earnings benchmarks Working paper - IUL
ISCTE Business School
Jennings R and Marques A (2011) The impact of corporate governance on the disclosure of
manager-adjusted non-GAAP earnings Journal of Business Finance amp Accounting
forthcoming
Jensen M (1993) Presidential address the modern industrial revolution exit and the failure of
internal control systems Journal of Finance 48 831ndash880
Jensen M and K Murphy (1990) Performance Pay and Top-Management Incentives Journal of
Political Economy (98) 2 225-264
Karamanou I and Vafeas N (2005) The association between corporate boards audit
committees and management earnings forecasts an empirical analysis Journal of
Accounting Research 43(3) 453-486
Klapper L and Love I (2004) Corporate governance investor protection and performance in
emerging markets Journal of Corporate Finance 10 703-728
Leone M (2010) Whats on the SEC radar CFOcom
Lougee B and Marquardt C (2004) Earnings quality and strategic disclosure an empirical
examination of pro forma earnings The Accounting Review 79 (3) 769-795
Marques A (2006) SEC interventions and the frequency and usefulness of non-GAAP financial
measures Review of Accounting Studies 11 (4) 549-574
31
Marques A (2010) Disclosure strategies among SampP 500 firms Evidence on the disclosure of
non-GAAP financial measures and financial statements in earnings press releases
The British Accounting Review 42 119-131
Schadewitz H and Blevins D (1998) Major determinants of interim disclosures in an
emerging market American Business Review 16 (1) 41ndash55
Zhang H and Zheng L (2011) The valuation impact of reconciling pro forma earnings to
GAAP earnings Journal of Accounting an Economics 51 186-202
32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
31
Marques A (2010) Disclosure strategies among SampP 500 firms Evidence on the disclosure of
non-GAAP financial measures and financial statements in earnings press releases
The British Accounting Review 42 119-131
Schadewitz H and Blevins D (1998) Major determinants of interim disclosures in an
emerging market American Business Review 16 (1) 41ndash55
Zhang H and Zheng L (2011) The valuation impact of reconciling pro forma earnings to
GAAP earnings Journal of Accounting an Economics 51 186-202
32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
32
Table 1 Non-GAAP reporting choices by industry
The table presents the frequencies of non-GAAP earnings disclosure (Panel A) frequency of recurring
adjustments (Panel B) emphasis given to non-GAAP earnings figures (Panel C) and disclosure of
reconciliation between non-GAAP and GAAP earnings (Panel D) for a sample of industrial firms
included in the Financial Times 2006 list of the 500 largest European firms and for fiscal years 2003-
2005
Panel A Non-GAAP earnings disclosure by industry
Industry Disclosure Non-disclosure
Agriculture and mining 71 14
Manufacturing 186 31
Materials and electronics 126 58
Transportation and communication 110 17
Wholesale trade 77 16
Real estate 21 9
Entertainment and business services 53 11
Other services 3 2
Total 647 158
Panel B Recurring adjustments by industry
Industry
firm-years
with
recurring
adjustments
Agriculture and mining 667
Manufacturing 630
Materials and electronics 610
Transportation and communication 667
Wholesale trade 533
Real estate 1000
Entertainment and business services 652
Other services 667
Total 630
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
33
Table 1 Non-GAAP reporting choices by industry (cont)
Panel C Emphasis given to non-GAAP earnings by industry Industry
Location of non-GAAP figure in the press release (N)
Title Subtitle or
highlights
First or
second
paragraph
Third
paragraph
or below
Other parts
Agriculture and mining 690 2 48 2 13 6
Manufacturing 871 12 131 16 20 8
Materials and electronics 794 1 88 6 27 4
Transportation and communication 845 11 69 14 16 0
Wholesale trade 895 0 63 6 5 2
Real estate 952 1 18 0 2 0
Entertainment and business services 849 1 41 6 5 0
Other services 1000 0 3 0 0 0
Total 835 28 461 50 88 20
Non-GAAP
earnings has
higher emphasis
()
Panel D Reconciliation between non-GAAP and GAAP earnings by industry
Industry
firm-years
presenting a
reconcilition
Agriculture and mining 676
Manufacturing 602
Materials and electronics 532
Transportation and communication 745
Wholesale trade 766
Real estate 619
Entertainment and business services 849
Other services 1000
Total 663
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
34
Table 2 Percentage of firm-years meeting board and compensation criteria
The table presents the percentage of observations that meet the criteria for board quality (Panel A) and performance-based
compensation (Panel B) for industrial firms included in the Financial Times 2006 list of the 500 largest European firms for fiscal
years 2003-2005
Panel A Board quality
firm-years
meeting criterion
All directors attended 75 of board meetings or had a valid excuse 354
Board is controlled by more than 50 independent outside directors 478
CEO is not listed as having a related-party transaction 678
No former CEO on the board 835
Compensation committee comprised solely of independent outsiders 381
Chairman and CEO are separated or there is a lead director 931
Nominating committee comprised solely of independent outsiders 958
Governance committee exists and met in the past year 144
Audit committee comprised solely of independent outsiders 86
Annually elected board (no staggered board) 138
Policy exists on outside directorships (four or fewer boards is the limit) 291
Panel B Compensation
Directors receive all or a portion of their fees in stock
and options grants are aligned with firm performance 606
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
35
Table 3 Summary statistics
The table presents the mean median standard deviation minimum and maximum for non-discrete variables
and frequencies for discrete variables Variables‟ definitions are as follows GAAP EPS is operating
earnings disclosed in the financial reports Non-GAAP EPS is the first non-GAAP earnings measure
reported by managers in the annual announcement‟ press release Institutional ownership is the percentage
of shares outstanding held by institutional investors Insider ownership is the percentage of shares
outstanding held by non-buy-side entities such as officers directors families public and private firms and
ESOPs Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization
Leverage is debt to total assets Consensus beating is an indicator value coded one if non-GAAP earnings
meet the analyst earnings forecast when GAAP earnings do not and zero otherwise Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations
and zero otherwise Listing US is an indicator variable coded one if the firm is cross-listed in a US market
and zero otherwise
Panel A Summary statistics of non-discrete variables
Variable Mean Median StDev Min Max
GAAP EPS 271 106 495 -085 4302
Non-GAAP EPS 367 153 680 -033 4728
Institutional ownership 028 027 013 000 083
Insider ownership 023 012 025 000 092
Analyst following 402 403 030 314 565
Intangibles 022 018 017 000 080
Std ROA 004 002 006 000 054
Size 884 868 099 592 1190
Leverage 028 026 016 000 125
Panel B Frequencies of discrete variables
Consensus beating 295
Special items 854
Listing US 360
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
36
Table 4 Pearson correlation matrix for variables included in the models
The table presents the person correlation coefficients of variables Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm reports a non-GAAP
earnings measure in the annual announcement‟ press release and zero otherwise Recurring adjustments is an indicator variable taking the value of one if the firm excludes from GAAP
earnings recurring items such as RampD expenses depreciation expenses stock-based compensation items and tax-related and zero otherwise Non-GAAP emphasis represents the location in
the press release of the first non-GAAP earnings measure disclosed The variable is coded according to the following location (1) title (2) subtitle or highlights (3) first or second paragraph
(4) third or lower paragraph and five otherwise NoReconciliation is an indicator variable coded one if the firm does not report a reconciliation between non-GAAP and the corresponding
GAAP earnings measure in the annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in
stock and options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table 2
Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-buy-side entities such as
officers directors families public and private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP
earnings do not and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an indicator
variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the standard deviation of
earnings before extraordinary items divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is
cross-listed in a US market and zero otherwise The symbol indicates significance 5 levels of statistical significance
Non-GAAP
disclosure
Recurring
adjustments
Non-
GAAP
emphasis
No
Reconciliation
Compensation Board
quality
Institutional
ownership
Insider
ownership
Consensus
beating
Analyst
following
Intangibles Special
items
St
ROA
Size Leverage Listing
US
Non-GAAP disclosure 1
Recurring adjustments -01812 1
Non-GAAP emphasis 02683 -00550 1
NoReconciliation 03489 -00322 00424 1
Compensation 02304 -00543 00782 01668 1
Board quality 00399 -00330 -00049 00663 01949 1
Institutional ownership -00295 -01613 00027 -00166 -00024 00659 1
Insider ownership -03006 02240 -02180 -02065 -03051 -01445 -05062 1
Consensus beating 04030 -00056 01507 02520 01105 01249 00581 -01850 1
Analyst following -01904 00748 -00633 -01669 -02307 00494 01177 01212 -02653 1
Intangibles 02125 -00211 01320 01557 00181 00438 -00231 00417 01614 -00999 1
Special items -01113 01172 -00835 -00238 00279 00171 00113 00786 00542 01551 01206 1
St ROA -00707 00214 -00204 00698 -01608 00552 02062 -01032 -00390 00093 00793 -00140 1
Size 00883 00359 -00124 00330 01385 01956 -00169 -00129 -00587 03032 00801 01493 -00165 1
Leverage 00257 00126 00130 00801 01190 -00354 00356 00079 00671 -01887 03093 00174 00817 -00996 1
Listing US 00649 -02215 -00359 -00160 00984 00557 00266 -01002 00997 01221 -00802 -00437 -00859 01997 -01384 1
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
Table 5 The effect of managersrsquo compensation and board quality on the decision
to disclose non-GAAP earnings measures
The table presents estimation results from a logistic regression model where the dependent variable is Non-GAAP
disclosure Variables‟ definitions are as follows Non-GAAP disclosure is an indicator variable coded one if the firm
reports a non-GAAP earnings measure in the annual announcement‟ press release and zero otherwise
Compensation is an indicator variable coded as one if managers receive all or a portion of their fees in stock and
options grants are aligned with firm performance and zero otherwise Board quality is a score combining 11 board
attributes defined in Aggarwal et al (2009) ndash see Table 2 Institutional ownership is the percentage of shares
outstanding held by institutional investors Insider ownership is the percentage of shares outstanding held by non-
buy-side entities such as officers directors families public and private firms and ESOPs Consensus beating is an
indicator value coded one if non-GAAP earnings meet the analyst earnings forecast when GAAP earnings do not
and zero otherwise Analyst following is the log of the number of analysts following the firm Intangibles is total
intangible assets to total assets Special items is an indicator variable coded one if the firm reports special or
extraordinary items or discontinuing operations and zero otherwise Std ROA is earnings volatility measured as the
standard deviation of earnings before extraordinary items divided by total assets Size is the log of market
capitalization Leverage is debt to total assets Listing US is an indicator variable coded one if the firm is cross-listed
in a US market and zero otherwise t-statistics based on HuberWhitesandwich robust estimates of standard errors
are presented in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0652 0982
(183) (216)
Board quality -0519 -0933
(-188) (-233)
Institutional ownership -2959 -4752 -3461
(-191) (-341) (-200)
Insider ownership -3299 -3806 -4080
(-365) (-451) (-384)
Consensus beating 1841 2188 2197
(474) (556) (509)
Analyst following -0013 -0393 -0112
(-002) (-056) (-016)
Intangibles 1696 3555 2236
(150) (336) (167)
Special items -0387 -0744 -0564
(-095) (-193) (-124)
Std ROA -1020 -2586 -3902
(-041) (-119) (-137)
Size 0010 0449 0153
(005) (244) (071)
Leverage -0034 -0108 -0607
(-003) (-011) (-043)
Listing US 0784 0509 0646
(225) (154) (152)
Intercept 1571 1172 2154
(059) (041) (072)
Industry dummies YES YES YES
Noobservations 283 343 243
McFadden R2 0279 0345 0372
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
38
Table 6 The effect of managersrsquo compensation and board quality on the decision
to adjust for recurring items
The table presents estimation results from a regression model where the dependent variable is managersrsquo
adjustments Variables‟ definitions are as follows Recurring adjustments is an indicator variable taking the value of
one if the firm exclude from GAAP earnings recurring items such as RampD expenses depreciation expenses stock-
based compensation items and tax-related and zero otherwise Compensation is an indicator variable coded as one
if managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0755 0774
(224) (205)
Board quality -0086 -0016
(-037) (-006)
Institutional ownership -3998 -3690 -3239
(-211) (-278) (-189)
Insider ownership -1905 -0840 -1689
(-214) (-116) (-190)
Consensus beating -0103 -0132 -0071
(-031) (-051) (-022)
Analyst following -1046 -0745 -0833
(-160) (-140) (-132)
Intangibles -0182 0228 -0372
(-016) (028) (-034)
Special items -0177 0097 -0116
(-037) (027) (-025)
Std ROA 0897 -0320 0569
(052) (-024) (037)
Size 0028 -0054 0047
(015) (-034) (026)
Leverage 1088 0821 1160
(089) (085) (095)
Listing US 0238 -0124 0101
(067) (-043) (029)
Intercept 1727 1809 0987
(070) (091) (042)
Industry dummies YES YES YES
Noobservations 103 137 101
McFadden R2 0147 0101 0122
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
39
Table 7 The effect of managersrsquo compensation and board quality on the choice of
emphasis given to non-GAAP earnings measures
The table presents estimation results from a multinomial logistic regression model where the dependent variable is
the emphasis given to the first non-GAAP earnings measure in the annual announcement‟ press release Variables‟
definitions are as follows Emphasis is coded according to the following location (1) title (2) subtitle or highlights
(3) first or second paragraph (4) third or lower paragraph and five otherwise Compensation is an indicator variable
coded as one if managers receive all or a portion of their fees in stock and options grants are aligned with firm
performance and zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al
(2009) ndash see Table 2 t-statistics based on HuberWhitesandwich robust estimates of standard errors are presented
in parentheses The symbols indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Panel A Disclosure in the title
Compensation 19339 20567
(412) (269)
Board quality -1799 -1894
(-191) (-171)
Panel B Disclosure in the subtitle or highlights
Compensation -0848 -0589
(-090) (-054)
Board quality -1331 -0766
(-219) (-137)
Panel C Disclosure in the first or second paragraph
Compensation -0824 -0539
(-073) (-044)
Board quality -1471 -1338
(-220) (-179)
Panel D Disclosure in the third paragraph or below
Compensation -0853 -0178
(-082) (-015)
Board quality -1345 -1222
(-207) (-193)
Industry dummies YES YES YES
Other firm variables YES YES YES
Noobservations 283 343 243
McFadden R2 0286 0256 0305
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190
40
Table 8 The effect of managersrsquo compensation and board quality on the decision
to disclose reconciliation between non-GAAP and GAAP earnings
The table presents estimation results from a logistic regression model where the dependent variable is
NoReconciliation Variables‟ definitions are as follows NoReconciliation is an indicator variable coded one if the
firm does not report a reconciliation between non-GAAP and the corresponding GAAP earnings measure in the
annual announcement‟ press release and zero otherwise Compensation is an indicator variable coded as one if
managers receive all or a portion of their fees in stock and options grants are aligned with firm performance and
zero otherwise Board quality is a score combining 11 board attributes defined in Aggarwal et al (2009) ndash see Table
2 Institutional ownership is the percentage of shares outstanding held by institutional investors Insider ownership
is the percentage of shares outstanding held by non-buy-side entities such as officers directors families public and
private firms and ESOPs Consensus beating is an indicator value coded one if non-GAAP earnings meet the
analyst earnings forecast when GAAP earnings do not and zero otherwise Analyst following is the log of the
number of analysts following the firm Intangibles is total intangible assets to total assets Special items is an
indicator variable coded one if the firm reports special or extraordinary items or discontinuing operations and zero
otherwise Std ROA is earnings volatility measured as the standard deviation of earnings before extraordinary items
divided by total assets Size is the log of market capitalization Leverage is debt to total assets Listing US is an
indicator variable coded one if the firm is cross-listed in a US market and zero otherwise t-statistics based on
HuberWhitesandwich robust estimates of standard errors are presented in parentheses The symbols
indicate statistical significance at 1 5 and 10 levels
Variable (1) (2) (3)
Compensation 0857 1008
(240) (242)
Board quality 0002 -0085
(001) (-031)
Institutional ownership -3223 -3557 -2171
(-210) (-261) (-133)
Insider ownership -2823 -3049 -2711
(-370) (-420) (-325)
Consensus beating 1570 1291 1415
(374) (342) (309)
Analyst following 0396 -0435 0147
(067) (-077) (022)
Intangibles 0122 1035 0199
(011) (113) (017)
Special items 0468 0054 0642
(108) (014) (138)
Std ROA 11964 3247 9613
(199) (112) (184)
Size -0200 0124 -0110
(-112) (084) (-053)
Leverage -0901 0350 -1472
(-075) (045) (-116)
Listing US -0398 0010 -0423
(-119) (004) (-111)
Intercept 1031 3041 1511
(040) (130) (054)
Industry dummies YES YES YES
Noobservations 280 340 240
McFadden R2 0188 0155 0190