SEC Reporting Essentials: Climate Disclosures, Non-GAAP Measures, and MD and A (Course Id 2402)

This course offers a comprehensive overview of key SEC regulations, combining insights from three critical areas.  Chapter 1 covers the SEC’s recent final rules on climate-related disclosures for public companies, released on March 6, 2024, addressing the balance between investor demands for transparency and implementation costs.  Chapter 2 explores the hot topic of non-GAAP financial measures, emphasizing compliance with SEC and FASB guidelines, supported by comment letter analysis from the Big 4 accounting firms. Chapter 3 explores the management’s discussion and analysis (MD&A) section of financial statements, detailing SEC regulatory requirements and common issues highlighted in their frequent comment letters. Together, these chapters provide essential knowledge for navigating the evolving landscape of SEC regulations.

NASBA QAS - Text - NASBA Registry - 2402

Chapter 1
ESG Regulations

• Recognize how the SEC climate-related disclosures have evolved
• Identify types of climate related risks
• Differentiate between Scope 1, 2, and 3 emissions
• Recognize qualitative and quantitative climate-related disclosures
• Identify assurance requirements and compliance dates for different types of entities

Chapter 2
Non-GAAP Financial Measures

• 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

Chapter 3
MD&A Regulations

• 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

Chapter 1 - ESG Regulations

Chapter Overview

Learning Objectives

Introduction

How Did We Get Here?

Climate Introduction

Review Questions

Climate-Related Disclosure Resources

The Need for Enhanced/Standardized Climate-Related Disclosures

Summary of Climate-Related Disclosures

Climate-Related Risks (1)

Actual & Potential Impacts of Climate-Related Risks (2)

Description of Expenditures from Mitigation/Adaptation Activities (3)

Review Questions

Transition Plans, Scenario Analysis, & Internal Carbon Prices (4)

BOD Oversight of Climate-Related Risks (5)

Risk Management Process (6)

Targets and Goals (7)

Scope 1 & Scope 2 GHG Emissions (8)

Attestation Over GHG Emissions Disclosures (9)

Review Questions

Financial Statement Effects (10, 11, & 12)

Financial Impact Metrics

Expenditure Effects

Financial Estimates and Assumptions

Opportunities

Financial Statement Disclosure Requirements

Inclusion of Disclosures in the Financial Statements (Rule 14-01(a))

Registrants Subject to Climate-Related Disclosure Rules and Affected Forms

Compliance Dates

Alternatives Considered

Review Questions

Chapter 2 - Non-GAAP Financial Measures

Chapter Overview

Learning Objectives

Introduction

What is a Non-GAAP Financial Measure?

Examples of Non-GAAP Financial Measures

Where Do Non-GAAP Financial Measures Show Up?

Review Questions

What Drove the Increase in Use of Non-GAAP Financial Measures

Why Do Regulators Care About Non-Financial Measures?

Where Do I Look to For Guidance?

Regulation G

Review Questions

Regulation S-K

SEC Compliance & Disclosure Interpretations

Misleading Concerns

Earnings Management

Prominent Presentation

Tax Impacts

EBIT & EBITDA

Free Cash Flow

Segment Information

The SEC is Watching

Illustrative Examples – SEC Comment Letters

Review Questions

Chapter 3 - MD&A Regulations

Chapter Overview

Learning Objectives

Introduction

Where Do I Go For Guidance?

Objective of MD&A

Item 303 – Full Fiscal Year Requirements

Item 303 – Liquidity and Capital Resources

Item 303 – Liquidity and Capital Resources – Illustrative Examples

Review Questions

Item 303 – Results of Operations

Item 303 – Results of Operations – Illustrative Examples

Review Questions

Item 303 – Critical Accounting Estimates

Item 303 – Critical Accounting Estimates – Illustrative Examples

Item 303 – Interim Reporting Requirements

Item 303 – Interim Reporting Requirements – Illustrative Examples

SEC Views – How to Improve MD&A

Big 4 Views – Comment Letter Analysis on MD&A

Conclusion

Review Questions

Glossary of Key Terms