This course provides an overview of two of the most popular SEC topics which result in comment letters from the SEC. This includes a discussion of management's discussion and analysis (MD&A) as well as Non-GAAP Financial Measures. These two areas consistently rank in the Top 10 for the most frequent comment letters issued to public companies by the SEC.
Learning Objectives
Upon completion of this course, you will be able to:
• Identify the SEC Regulation applicable to MD&A
• Recognize the primary objective and focus areas related to MD&A
• Identify key information that should be included within a company's MD&A
• Recognize the types of transactions that should be discussed in MD&A
• Identify methods to enhance the presentation of MD&A
• Differentiate between a GAAP financial measure and a non-GAAP financial measure
• Recognize examples of different types of non-GAAP financial measures
• Identify which SEC guidance is applicable to different types of non-GAAP financial measures
• Recognize disclosures within the scope of Regulation G
• Identify key requirements included within both Regulation G and Regulation S-K related to these measures
Major Topics
Objective of MD&A
Liquidity and Capital Resources
Results of Operations
Critical Accounting Estimates
Interim Reporting Requirements
Comment Letter Analysis on MD&A
Non-GAAP Financial Measures
Why Do Regulators Care About Non-Financial Measures?
Boilerplate Concerns
Prominent Presentation
SEC Comment Letters