SEC Reporting Essentials: Climate Disclosures, Non-GAAP Measures, and MD&A
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.
Course Information
Price: $70
This course is included in our Mega CPE Subscription.
Course No. CAM021
Format: Online pdf (140 pages). Printed book available.
Prerequisites: None
Advance Preparation:None
Level: Basic
CPE Credit: 8 Hrs.
Field of Study: Accounting: Technical
Course expiration: You have one year from date of purchase to complete the course.
Course Revision Date: October 2024
Objectives
Upon completion of this course, you will be able to:
• 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
• 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
• 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
Course Contents
Chapter 1 – ESG Regulations
How Did We Get Here?
Climate Introduction
Climate-Related Disclosure Resources
The Need for Enhanced/Standardized Climate-Related Disclosures
Summary of Climate-Related Disclosures
Climate-Related Risks
Actual & Potential Impacts of Climate-Related Risks
Description of Expenditures from Mitigation/Adaptation Activities
Transition Plans, Scenario Analysis, & Internal Carbon Prices
BOD Oversight of Climate-Related Risks
Risk Management Process
Targets and Goals
Scope 1 & Scope 2 GHG Emissions
Attestation Over GHG Emissions Disclosures
Financial Statement Effects
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
Chapter 2 – Non-GAAP Financial Measures
What is a Non-GAAP Financial Measure?
Examples of Non-GAAP Financial Measures
Where Do Non-GAAP Financial Measures Show Up?
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
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
Chapter 3 – MD&A Regulations
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
Item 303 – Results of Operations
Item 303 – Results of Operations – Illustrative Examples
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
