AICPA Asks SEC to Clarify Pro Formas Are Unaudited

In its comment letter on the Securities and Exchange Commission's proposed Regulation G, the American Institute of CPAs (AICPA) asked for clarification of the auditor's role with respect to pro forma data and reconciliations.

"We believe," reads the letter signed by AICPA Chair William Ezzell and AICPA CEO Barry Melancon, "that many investors and readers of pro forma data are under the impression that the auditor is associated with such pro forma data and has, in some way, approved the pro forma adjustments or their method of presentation as 'proper.'"

To remedy this situation, AICPA wants the final rule to explicitly state that the company's independent accountant need not audit or review the pro forma data or the reconciliation to the most directly comparable financial measure. A reconciliation would be required under the SEC's rule proposal, when a company presents financial information that is not in accordance with generally accepted accounting principles (non-GAAP financial information).

AICPA also wants the SEC to require that companies label any non-GAAP financial information "unaudited" and disclose that any non-GAAP or pro forma information has not been reviewed, audited or otherwise acted upon by their independent accountants.

Download AICPA's full comment letter.


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