Therefore, an introduction or overview should not be a duplicative layer of disclosure that merely repeats the more detailed discussion and analysis that follows. While all required information must of course be disclosed, companies should consider using hippie a "layered" approach. Such an approach would present information in a manner that emphasizes, within the universe of material information that is disclosed, the information and analysis that is most important. This presentation would assist readers in identifying more readily the most important information. Using an overview or introduction is one example of a layered approach. Another is to begin a section containing detailed analysis, such as an analysis of period-to-period information, with a statement of the principal factors, trends or other matters that are the principal subjects covered in more detail in the section. We would expect a good introduction or overview to provide a balanced, executive-level discussion that identifies the most important themes or other significant matters with which management is concerned primarily in evaluating the company's financial condition and operating results. A good introduction or overview would: include economic or industry-wide factors relevant to the company; serve to inform the reader about how the company earns revenues and income and generates cash; to the extent necessary or useful to convey this information, discuss the company's lines. Because these matters do not generally remain static from period to period, we would expect the introduction to change over time to remain current.
In particular: Companies should consider whether a tabular presentation of relevant financial or other information may help a reader's understanding of. For example, a company's md a might be clearer and more concise if it provides a tabular comparison of its results in essay different periods, which could include line items and percentage changes as well as other information determined by a company to be useful, followed. A reader's understanding of a company's fair value calculations or discounted cash flow figures also could, in some situations, be enhanced by providing a tabular summary of the company's various material interest and discount rate assumptions in one location. Companies should consider whether the headings they use assist readers in following the flow of, or otherwise assist in understanding, md a, and whether additional headings would be helpful in this regard. Many companies' md a could benefit from adding an introductory section or overview that would facilitate a reader's understanding. As with all disclosure, what companies would appropriately include in an introduction or overview will depend on the circumstances of the particular company. As a general matter, an introduction or overview should include the most important matters on which a company's executives focus in evaluating financial condition and operating performance and provide the context for the discussion and analysis of the financial statements.
For these and other reasons, many companies' md a have become necessarily lengthy and complex. Unfortunately, the presentation of the md a of too many companies also may have become unnecessarily lengthy, difficult to understand and confusing. Md a, like other disclosure, should be presented in clear and understandable language. We understand that complex companies and situations require disclosure of complex matters and we are not in any way seeking over-simplification or "dumbing down" of. However, we believe that companies can improve the clarity and understandability of their md a by using language that is clearer and less convoluted. We believe that efforts by companies to provide clearer and better organized presentations of md a can result in more understandable disclosure that does not sacrifice the appropriate level of complexity or nuance. In order to engender better understanding, companies should prepare md a with a strong focus on the most important information, provided in a manner intended to address the objectives of.
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This cautionary advice encouraged public companies to include in their md a full explanations of their "critical accounting policies the judgments and uncertainties affecting the application of those policies, and the likelihood that materially different amounts would be reported under different conditions or using different. Fter receiving a petition requesting additional md a interpretive guidance, 16 we issued a statement "to suggest steps that issuers should consider in meeting their current disclosure obligations with respect to the topics described." 17 The statement provided explicit interpretive guidance on certain. The topics addressed by the release were liquidity and capital resources (including off-balance sheet arrangements trading activities involving non-exchange traded contracts accounted for at fair value, and relationships and transactions with persons or entities that derive benefits from their non-independent relationships with the company. we proposed essay additional md a disclosure requirements, which remain under consideration, regarding the application of companies' critical accounting estimates. we adopted additional disclosure requirements regarding off-balance sheet arrangements and aggregate contractual obligations.
20 The new rules require the disclosure of off-balance sheet arrangements in a designated section of md a and an overview of certain known contractual obligations in a tabular format. 21 we also have brought numerous enforcement actions based on alleged violations of md a requirements and will continue to bring such actions under appropriate circumstances. 22 Based on recent experiences, we have determined that additional interpretive guidance regarding the requirements of md a will be useful to companies in enhancing overall disclosure under md a requirements. Overall Approach to md. The Presentation of md a since the introduction of our md a requirements, many companies have become larger, more global and more complex. At the same time, the combination of our rules and investors' demands have led to an increase in the number of subjects and matters addressed in.
Rather, we intend this release to assist companies in preparing md a by providing interpretive guidance and, in some cases, providing additional guidance in areas that the commission has addressed previously. We do not believe that the guidance in this release conflicts with prior Commission guidance, nor is it our intention to alter any prior Commission guidance. Background The following is a chronology of certain prior Commission action regarding md a: 1980 we adopted the present form of the disclosure requirements for. 9 1981 we published the staff's interpretive guidance for md a after its review of disclosures that were prepared in accordance with the then-recently adopted disclosure requirements. We sought public comment on the adequacy of md a and on proposed revisions submitted by members of the professional accounting community.
We published an interpretive release that addressed a number of disclosure matters that should be considered by companies in preparing. release provided guidance in various areas, including required prospective information, analysis of long and short-term liquidity and capital resources, material changes in financial statement line items, required interim period disclosure, segment analysis, participation in high-yield financings, highly leveraged transactions or non-investment grade loans and investments. December 2001 As part of its process of reviewing financial and non-financial disclosures made by public companies, the division of Corporation Finance announced that it would preliminarily review the annual reports filed in 2002 by the fortune 500 companies, and undertake further review as appropriate. The focus of the project was to identify "disclosure that appeared to be critical to an understanding of each company's financial position and results, but which, at least on its face, seemed to conflict significantly with generally accepted accounting principles gaap or sec rules,. Earlier this year, the division published a summary of the most frequent general areas of comment resulting from this review. 14 December 2001 The commission issued cautionary advice to companies regarding the need for greater investor awareness of the sensitivity of financial statements to the methods, assumptions, and estimates underlying their preparation.
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The increased availability of advantages information is relevant to companies in preparing md a for the following reasons: First, companies must evaluate an increased amount of information to determine which information they must disclose. In doing so, companies should avoid the unnecessary information overload for investors that can result from disclosure of information that is not required, is immaterial, and does not promote understanding. Second, in identifying, discussing and analyzing known material trends and uncertainties, companies are expected to consider all relevant information, even if that information is not required to be disclosed. Liquidity and Capital Resources we devote a separate section of this release to disclosure in md a regarding liquidity and capital resources. In that section, we emphasize the need for attention to disclosure of cash requirements and sources of cash. We believe that: companies should consider enhanced analysis and explanation of the sources and uses of cash and material changes in particular items underlying the major captions reported in their financial statements, rather than recitation of the items in the cash flow statements; companies using. Critical Accounting Estimates Finally, we have included a separate section in this release regarding accounting estimates and assumptions that may be material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change. Companies should consider enhanced discussion and analysis of these critical accounting estimates and assumptions that: supplements, but does not duplicate, the description of accounting policies in the notes to the financial statements; and provides greater insight into the quality and variability of information regarding financial. Effect on Prior Commission Statements This release does not modify existing legal requirements or create new legal requirements.
neither of which provides this important management perspective. Through this release we encourage each company and its management to take a fresh look at md a with a view to enhancing its quality. We also encourage early top-level involvement by a company's management in identifying the key disclosure themes and items that should be included in a company's. Based on our experience with many companies' current disclosures in md a, we believe there are a number of general ways for companies to enhance their md a consistent with its purpose. The recent review experiences of the staff of the division of Corporation Finance, including its Fortune 500 review, 4 have led us to conclude that additional guidance would be especially useful in the following areas: the overall presentation of md a; the focus and content. Therefore, in this release, we emphasize the following points regarding overall presentation: within the universe of material information, companies should present their disclosure so that the most important information is most prominent; companies should avoid unnecessary duplicative disclosure that can tend to overwhelm readers and. We also emphasize the following points regarding focus and content: in deciding on the content of md a, companies should focus on material information and eliminate immaterial information that does not promote understanding of companies' financial condition, liquidity and capital resources, changes in financial condition. Impact of Increased Amounts of Information available to companies Companies have access to and use substantially more detailed and timely information about their financial condition and operating performance than they did when our md a requirements initially were introduced or when we last provided general. 7 Some of this information is itself non-financial in nature, but bears on companies' financial condition and operating performance.
Md a is a critical component of that communication. The commission has long sought through its rules, enforcement actions and interpretive processes to elicit md a that not only meets technical disclosure requirements but generally is informative and transparent. We believe and expect that when companies follow the guidance in this release, the overall quality of their md a will improve. The division of Corporation Finance will continue to review md a submitted after this guidance is released and take action as appropriate. In addition, we have instructed the division to keep us apprised of whether this guidance has produced improved disclosure, and to suggest additional Commission action related to md a as appropriate. Approach to md a, the purpose of md a is not complicated. It is to provide readers information "necessary to an understanding of a company's financial condition, changes evernote in financial condition and results of operations.". The md a requirements are intended to satisfy three principal objectives: to provide a narrative explanation of a company's financial statements that enables investors to see the company through the eyes of management; to enhance the overall financial disclosure and provide the context within which. 3, md a should be a discussion and analysis of a company's business as seen through the eyes of those who manage that business.
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Securities and Exchange commission 17 cfr parts 211, 231 and 241. 33-8350; 34-48960; fr-72, agency: Securities and Exchange commission. Summary : The commission is publishing interpretive guidance regarding the disclosure commonly known as Management's Discussion and Analysis of Financial Condition and Results of Operations, or md a, which is required by Item 303 of Regulation s-k, items 303(b) and (c) of Regulation s-b, item. This guidance is intended to elicit more meaningful disclosure in md a in a number of areas, including the overall presentation and focus of md a, with general emphasis on the discussion and analysis of known trends, demands, commitments, events and uncertainties, and specific guidance. Effective date: December 29, 2003, for Further Information Contact: questions about specific filings should be directed to staff members responsible for reviewing the documents the registrant files with the commission. General questions about this release should be referred to todd Hardiman, karl Hiller, nina mojiri-azad, mara ransom, or Sondra Stokes, division of Corporation Finance, at (202) 824-5300, securities and Exchange commission, 450 5th Street. Purpose, this release interprets requirements for Management's Discussion and Analysis of Financial Condition and Results of Operations. 1, it provides guidance to assist companies: in preparing md a disclosure that is easier to follow and understand; essay and in providing information that more completely satisfies our previously enunciated principal objectives of. We believe that management's most important responsibilities include communicating with investors in a clear and straightforward manner.