5.2 Auditor Responsibility for Non-GAAP Measures

Because non-GAAP financial information is not permitted in a registrant’s financial statements or in the notes thereto, the external auditor’s opinion does not cover it. Therefore, since such information is not subject to audit, the auditor’s responsibility with respect to it is limited. In general, when registrants include other information, such as a non-GAAP measure, in a document containing financial statements covered by the auditor’s report, professional auditing standards require the auditor to read the other information and consider whether it is materially inconsistent with the information in the audited financial statements. Auditors may also be asked by underwriters to provide “comfort” regarding the reconciliation between a non-GAAP measure and the closest GAAP measure that was presented in an offering document.