Mercer Capital's Tennessee Family Law | Volume 3, Issue No. 2, 2020 | Valuati...Mercer Capital
Mercer Capital is the largest valuation and financial advisory firm in Tennessee with offices in Nashville and Memphis. Complex financial issues are a critical part of many of your client engagements. The focus of this newsletter is to provide useful content about these financial issues from the perspective of financial experts. We seek to help you assist your clients in financial and accounting matters.
Solution Manual Advanced Accounting Chapter 15 9th Edition by BakerSaskia Ahmad
Solution Manual, Advanced Accounting, Thomas E. King, Cynthia Jeffrey, Richard E. Baker, Valdean C. Lembke, Theodore Christensen, David Cottrell, Richard Baker, Advanced Financial Accounting, Advanced Financial Accounting by Baker Chapter 18, Advanced Financial Accounting by Baker Chapter 18 9th Edition, 9th Edition,
Solution Manual Advanced Financial Accounting by Baker 9th Edition Chapter 18Saskia Ahmad
Solution Manual Advanced Financial Accounting by Thomas E. King, Cynthia Jeffrey, Richard E. Baker, Valdean C. Lembke, Theodore Christensen, David Cottrell, Richard Baker 9th Edition Chapter 18
Mercer Capital's Tennessee Family Law | Volume 3, Issue No. 2, 2020 | Valuati...Mercer Capital
Mercer Capital is the largest valuation and financial advisory firm in Tennessee with offices in Nashville and Memphis. Complex financial issues are a critical part of many of your client engagements. The focus of this newsletter is to provide useful content about these financial issues from the perspective of financial experts. We seek to help you assist your clients in financial and accounting matters.
Solution Manual Advanced Accounting Chapter 15 9th Edition by BakerSaskia Ahmad
Solution Manual, Advanced Accounting, Thomas E. King, Cynthia Jeffrey, Richard E. Baker, Valdean C. Lembke, Theodore Christensen, David Cottrell, Richard Baker, Advanced Financial Accounting, Advanced Financial Accounting by Baker Chapter 18, Advanced Financial Accounting by Baker Chapter 18 9th Edition, 9th Edition,
Solution Manual Advanced Financial Accounting by Baker 9th Edition Chapter 18Saskia Ahmad
Solution Manual Advanced Financial Accounting by Thomas E. King, Cynthia Jeffrey, Richard E. Baker, Valdean C. Lembke, Theodore Christensen, David Cottrell, Richard Baker 9th Edition Chapter 18
The Financial Accounting Standards Board (FASB) completed its project on the classification and measurement of financial instruments with the release of Accounting Standards Update (ASU) 2016-01, Financial Instruments- Overall (Topic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities. The project began as one of the significant convergence projects with the International Accounting Standards Board (IASB), however, differences between the two Boards has resulted in accounting standards for financial instruments that are not converged in many respects.
The project included two previous exposure drafts issued in 2010 and 2013. The finalized ASU, however, differs in many significant respects from the changes proposed in each of those exposure drafts, largely due to the feedback received from constituents. The scope of the classification and measurement project ultimately became narrower in focus. It provides only targeted improvements to various aspects of the measurement and classification of financial instruments, primarily equity instruments.
The final ASU also provides disclosure relief for both public and non-public entities. Guidance for the classification and measurement of debt securities and loans receivable remains unchanged.
Whether you represent a large corporation, a small business, or a not-for-profit organization, it can be difficult to stay up to date on current accounting topics. Join Timothy McLaughlin, Vincent Leo, and Michael Giess for an overview of changes that may affect your organization and how to apply the most recent standards and guidance.
With major projects underway and others on the horizon, organizations need to be closely evaluating their accounting procedures to prepare for the years ahead. In the first quarter, the Financial Accounting Standards Board (FASB) released nine accounting standards updates (ASUs) and two proposed standards. One, the leasing standard, is a significant change for a wide array of entities and may require some proactive steps to prepare for the new compliance requirements.
The following provides an overview of the major developments so far in 2016 and what you can expect moving forward.
In late January, the FASB released two proposed accounting standards updates that affect Topic 715, Compensation—Retirement Benefits. One is designed to improve the presentation of net periodic pension cost and net periodic post-retirement benefit cost. The exposure draft seeks to clarify where entities report pension-related costs and how the costs are presented within the financial statements. The other addresses disclosure requirements for defined benefit plans.
The past year has been an active one for accounting standards updates (ASUs). Fortunately for those preparing for year end, the fourth quarter only had one ASU issued and the majority of the 17 updates issued by the Financial Accounting Standards Board (FASB) during 2015 are narrow in scope or simplifications of existing standards.
The New Year promises broader changes from the FASB, however. Major projects, including the Leasing Standard have been approved and are pending publication in early 2016.
It can be difficult to stay up to date on current accounting rules and regulations for businesses and not-for-profit organizations. This presentation discusses changes that may affect your organization and how to apply the most recent FASB standards and guidance.
Solution Manual Advanced Financial Accounting by Baker 9th Edition Chapter 16Saskia Ahmad
Solution Manual, Advanced Accounting, Thomas E. King, Cynthia Jeffrey, Richard E. Baker, Valdean C. Lembke, Theodore Christensen, David Cottrell, Richard Baker, Advanced Financial Accounting, Advanced Financial Accounting by Baker Chapter 18, Advanced Financial Accounting by Baker Chapter 18 9th Edition, 9th Edition,
The third quarter of 2014 broughtcontinued changes in U.S. generally accepted accounting principles (GAAP) resulting from several ongoing projects at the Finanical Accounting Standards Board (FASB). The FASB has issued fifteen accounting standards updates (ASU) in 2014, an amount greater than the total ASU’s issued in all of 2013. This MHM Messenger provides a brief recap of certain third quarter activities.
The Financial Accounting Standards Board (FASB) recently released Accounting Standards Update (ASU) 2016-09, Compensation (Topic 718): Improvements to Employee Share-Based Accounting. The ASU, which is a result, in part, of the post-implementation review of FASB Statement No. 123(R) Share Based Payment, is also part of the FASB’s continuing simplification project. The amendments are intended to simplify certain aspects of the accounting for share-based payments, including:
Accounting for income taxes upon settlement of the award;
Presentation of excess tax benefits;
Accounting for forfeitures; and
Withholding requirements and presentation of income taxes.
Additionally, the amendments provide for certain practical expedients for non-public entities.
Accounting Standards for Government Entities other than Government Business Enterprises (GBEs). This accounting standard is international standard for Governments, Government Autonomous bodies, Government Financial Institutions (not commercial entities). IFRS is international standard for Corporates, which is applicable to Government Business Enterprises. Different nations have adopted and adapted the IPSAS, Cash or Accrual or modified Cash IPSAS. Governments has named the standards by the name of respective Governments.
Insero & Co. CPAs presents an overview of New York State and U.S. Tax reform, the economy and current trends, and what they mean for you. Whether you represent a large corporation or a small business, this update will help you get up to speed on current rules and regulations and plan for changes that may be on the horizon.
httpwww.edgar-online.com UNITED STATES SECURIT.docxadampcarr67227
http://www.edgar-online.com
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM 10-K
__________________________
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-35551
__________________________
FACEBOOK, INC.
(Exact name of registrant as specified in its charter)
__________________________
Delaware 20-1665019
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
1601 Willow Road, Menlo Park, California 94025
(Address of principal executive offices and Zip Code)
(650) 543-4800
(Registrant's telephone number, including area code)
__________________________
Securities registered pursuant to Section 12(b) of the Act:
Class A Common Stock, $0.000006 par value The NASDAQ Stock Market LLC
(Title of each class) (Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (Exchange
Act) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition
of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer Accelerated filer.
Select a publicly traded company, I select HP(Hewlett-Packard) Inc.docxbagotjesusa
Select a publicly traded company, I select HP(Hewlett-Packard) Inc.
You should acquire the most recent annual report or 10-K for one publicly traded company from the industry you selected.
Write a short report answering the following questions about the selected company.
1. What formats are used to present the
a. Balance Sheets?
b. Income Statements?
c. Operating Activities section of the Statement of Cash Flows?
2. Find one footnote for each of the following and describe its contents in brief: a. An accounting rule applied in the company's statements. b. Additional detail about a reported financial statement number. c. Relevant financial information but with no number reported in the financial statements.
3. Using electronic sources, find one article reporting the company's annual earnings announcement. When is it dated and how does that date compare to the balance sheet date?
4. Using electronic sources, find two analysts' reports for your company. a. Give the date, name of the analyst, and his or her recommendation from each report. b. Discuss why the recommendations are similar or different. Look at the analysts' reasoning for their respective recommendations.
5. Using the SEC EDGAR website (www.sec.gov), what is the most recent document filed by your company with the SEC (e.g., 8-K, S-1) and what did it say in brief?
6. Ratio analysis: a. What does the return on total assets ratio measure in general? b. Compute the ROA ratio for the last three years. c. What do your results suggest about the company? d. If available, find the industry ratio for the most recent year, compare it to your results, and discuss why you believe your company differs from or is similar to the industry ratio.
7. Use the ROA profit driver analysis to determine the cause(s) of any differences in the ROA ratio over the last three years. (Remember that you computed the three profit driver ratios in Chapters 2, 3, and 4 of your text.)
GRADING RUBRIC
STUDENT NAME ______________________________________
Maximum Points
Points Earned
1.a
Correctly identified format used to present the Balance Sheet
3
1.b.
Correctly identified format used to present the Income Statement
3
1.c.
Correctly identified format used to present the Statement of Cash Flows
3
2.a
Found one footnote related to an accounting rule applied in the company's statements, and described its contents in brief.
5
2.b.
Found one footnote related to an additional detail about a reported financial statement number, and described its contents in brief.
5
2.c.
Found one footnote related to relevant financial information but with no number reported in the financial statements, and described its contents in brief.
5
3.
Using electronic sources, found one article reporting the company's annual earnings announcement. Identified when it was dated and noted how that date compared to the balance sheet date?
10
4.a.
Using electronic sources, found two analysts' re.
The Financial Accounting Standards Board (FASB) completed its project on the classification and measurement of financial instruments with the release of Accounting Standards Update (ASU) 2016-01, Financial Instruments- Overall (Topic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities. The project began as one of the significant convergence projects with the International Accounting Standards Board (IASB), however, differences between the two Boards has resulted in accounting standards for financial instruments that are not converged in many respects.
The project included two previous exposure drafts issued in 2010 and 2013. The finalized ASU, however, differs in many significant respects from the changes proposed in each of those exposure drafts, largely due to the feedback received from constituents. The scope of the classification and measurement project ultimately became narrower in focus. It provides only targeted improvements to various aspects of the measurement and classification of financial instruments, primarily equity instruments.
The final ASU also provides disclosure relief for both public and non-public entities. Guidance for the classification and measurement of debt securities and loans receivable remains unchanged.
Whether you represent a large corporation, a small business, or a not-for-profit organization, it can be difficult to stay up to date on current accounting topics. Join Timothy McLaughlin, Vincent Leo, and Michael Giess for an overview of changes that may affect your organization and how to apply the most recent standards and guidance.
With major projects underway and others on the horizon, organizations need to be closely evaluating their accounting procedures to prepare for the years ahead. In the first quarter, the Financial Accounting Standards Board (FASB) released nine accounting standards updates (ASUs) and two proposed standards. One, the leasing standard, is a significant change for a wide array of entities and may require some proactive steps to prepare for the new compliance requirements.
The following provides an overview of the major developments so far in 2016 and what you can expect moving forward.
In late January, the FASB released two proposed accounting standards updates that affect Topic 715, Compensation—Retirement Benefits. One is designed to improve the presentation of net periodic pension cost and net periodic post-retirement benefit cost. The exposure draft seeks to clarify where entities report pension-related costs and how the costs are presented within the financial statements. The other addresses disclosure requirements for defined benefit plans.
The past year has been an active one for accounting standards updates (ASUs). Fortunately for those preparing for year end, the fourth quarter only had one ASU issued and the majority of the 17 updates issued by the Financial Accounting Standards Board (FASB) during 2015 are narrow in scope or simplifications of existing standards.
The New Year promises broader changes from the FASB, however. Major projects, including the Leasing Standard have been approved and are pending publication in early 2016.
It can be difficult to stay up to date on current accounting rules and regulations for businesses and not-for-profit organizations. This presentation discusses changes that may affect your organization and how to apply the most recent FASB standards and guidance.
Solution Manual Advanced Financial Accounting by Baker 9th Edition Chapter 16Saskia Ahmad
Solution Manual, Advanced Accounting, Thomas E. King, Cynthia Jeffrey, Richard E. Baker, Valdean C. Lembke, Theodore Christensen, David Cottrell, Richard Baker, Advanced Financial Accounting, Advanced Financial Accounting by Baker Chapter 18, Advanced Financial Accounting by Baker Chapter 18 9th Edition, 9th Edition,
The third quarter of 2014 broughtcontinued changes in U.S. generally accepted accounting principles (GAAP) resulting from several ongoing projects at the Finanical Accounting Standards Board (FASB). The FASB has issued fifteen accounting standards updates (ASU) in 2014, an amount greater than the total ASU’s issued in all of 2013. This MHM Messenger provides a brief recap of certain third quarter activities.
The Financial Accounting Standards Board (FASB) recently released Accounting Standards Update (ASU) 2016-09, Compensation (Topic 718): Improvements to Employee Share-Based Accounting. The ASU, which is a result, in part, of the post-implementation review of FASB Statement No. 123(R) Share Based Payment, is also part of the FASB’s continuing simplification project. The amendments are intended to simplify certain aspects of the accounting for share-based payments, including:
Accounting for income taxes upon settlement of the award;
Presentation of excess tax benefits;
Accounting for forfeitures; and
Withholding requirements and presentation of income taxes.
Additionally, the amendments provide for certain practical expedients for non-public entities.
Accounting Standards for Government Entities other than Government Business Enterprises (GBEs). This accounting standard is international standard for Governments, Government Autonomous bodies, Government Financial Institutions (not commercial entities). IFRS is international standard for Corporates, which is applicable to Government Business Enterprises. Different nations have adopted and adapted the IPSAS, Cash or Accrual or modified Cash IPSAS. Governments has named the standards by the name of respective Governments.
Insero & Co. CPAs presents an overview of New York State and U.S. Tax reform, the economy and current trends, and what they mean for you. Whether you represent a large corporation or a small business, this update will help you get up to speed on current rules and regulations and plan for changes that may be on the horizon.
httpwww.edgar-online.com UNITED STATES SECURIT.docxadampcarr67227
http://www.edgar-online.com
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
FORM 10-K
__________________________
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 001-35551
__________________________
FACEBOOK, INC.
(Exact name of registrant as specified in its charter)
__________________________
Delaware 20-1665019
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
1601 Willow Road, Menlo Park, California 94025
(Address of principal executive offices and Zip Code)
(650) 543-4800
(Registrant's telephone number, including area code)
__________________________
Securities registered pursuant to Section 12(b) of the Act:
Class A Common Stock, $0.000006 par value The NASDAQ Stock Market LLC
(Title of each class) (Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (Exchange
Act) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files). Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition
of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer Accelerated filer.
Select a publicly traded company, I select HP(Hewlett-Packard) Inc.docxbagotjesusa
Select a publicly traded company, I select HP(Hewlett-Packard) Inc.
You should acquire the most recent annual report or 10-K for one publicly traded company from the industry you selected.
Write a short report answering the following questions about the selected company.
1. What formats are used to present the
a. Balance Sheets?
b. Income Statements?
c. Operating Activities section of the Statement of Cash Flows?
2. Find one footnote for each of the following and describe its contents in brief: a. An accounting rule applied in the company's statements. b. Additional detail about a reported financial statement number. c. Relevant financial information but with no number reported in the financial statements.
3. Using electronic sources, find one article reporting the company's annual earnings announcement. When is it dated and how does that date compare to the balance sheet date?
4. Using electronic sources, find two analysts' reports for your company. a. Give the date, name of the analyst, and his or her recommendation from each report. b. Discuss why the recommendations are similar or different. Look at the analysts' reasoning for their respective recommendations.
5. Using the SEC EDGAR website (www.sec.gov), what is the most recent document filed by your company with the SEC (e.g., 8-K, S-1) and what did it say in brief?
6. Ratio analysis: a. What does the return on total assets ratio measure in general? b. Compute the ROA ratio for the last three years. c. What do your results suggest about the company? d. If available, find the industry ratio for the most recent year, compare it to your results, and discuss why you believe your company differs from or is similar to the industry ratio.
7. Use the ROA profit driver analysis to determine the cause(s) of any differences in the ROA ratio over the last three years. (Remember that you computed the three profit driver ratios in Chapters 2, 3, and 4 of your text.)
GRADING RUBRIC
STUDENT NAME ______________________________________
Maximum Points
Points Earned
1.a
Correctly identified format used to present the Balance Sheet
3
1.b.
Correctly identified format used to present the Income Statement
3
1.c.
Correctly identified format used to present the Statement of Cash Flows
3
2.a
Found one footnote related to an accounting rule applied in the company's statements, and described its contents in brief.
5
2.b.
Found one footnote related to an additional detail about a reported financial statement number, and described its contents in brief.
5
2.c.
Found one footnote related to relevant financial information but with no number reported in the financial statements, and described its contents in brief.
5
3.
Using electronic sources, found one article reporting the company's annual earnings announcement. Identified when it was dated and noted how that date compared to the balance sheet date?
10
4.a.
Using electronic sources, found two analysts' re.
Specific Risks And Nature Of The Company Invent Youself/tutorialoutletdotcomapjk222
FOR MORE CLASSES VISIT
www.tutorialoutlet.com
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from
EY SEC Comments and trends - An analysis of current reporting issues - Septem...Julien Boucher
Our 2016 SEC Comments and Trends publication provides an in-depth discussion of SEC staff focus areas in its review of public filings, including comments that focus on certain industries, initial public offering registration statements and foreign private issuers. Our publication is designed to help you understand what the staff is focusing on in its comments as well as best practices for responding to comment letters as you plan for the year-end reporting season
Financial Statement Review – 100 points(This assignment is t.docxvoversbyobersby
Financial Statement Review – 100 points
(This assignment is to be prepared in teams)
OBJECTIVE: The objective of this assignment is to expose you to the type of information contained in an annual report as well as learn where to locate specific financial data within the report. You will use the annual report from your assigned company to complete the three parts of this assignment. Each of the three parts of this assignment will be evaluated on the criteria outlined below.
LeBow Focus:
Economics: Explore stock pricing, inflation effects, and business cycles.
Problem Solving: Use critical thinking skills to evaluate ratio relationships in interpreting company financial health.
Career Planning: Explore some of the tasks and responsibilities for a career as a stockbroker, accountant, or financial manager.
Writing: Writing specific to business such as company performance analysis and investment analysis.
Part 1: Financial Statement Research – 25 points
GOAL: For this section you should locate data in both the Income Statement and Balance Sheet. You will have to find the data from the two most currentconsecutive years available for each of the items listed below. You will then have to calculate the percentage change for those two consecutive years and indicate that change. An excel spreadsheet should be used to complete this section. You must include a copy of the Income Statement and the Balance Sheet for this section of the assignment and highlight data used. Based on the data you gathered, what overall observations can you make about the company (that does not mean just stating assets went up or down, but rather strategies, trends or impacts)? You can include questions you would ask or other information you would want to research.
*Sales *Cash
*Cost of Sales (COGS) *Total Current Assets
*Gross Profit *Long Term Debt
*Net Income (loss) *Total Equity
*Inventory *Total Assets
Part 2: Financial Statement Analysis – 30 points
GOAL: For this section you will use financial ratios to evaluate the relationship between Balance Sheet and Income Statement data from the two most currentconsecutive years in making determinations about company performance. You are to compare this data to the averages for your company’s industry. For each ratio you should show the formula used, enter your company’s numbers into that formula, compute the ratio, and assign the proper label to the answer ($, %, etc.). You will complete this for each of the two years’ data. Once again, an excel spreadsheet should be used to complete this section. Based on the data gathered, what overall observations can you make about the company (that does not mean just stating a ratio went up or down, but rather why, given strategies, trends or impacts or particular input data)? You can include questions you would ask or other information you would want to research.
*Current Ratio/Liquidity *Inventory Turnover
*Debt to Equity Ratio *Profit ...
EY's latest newsletter summarizes SEC developments in the last quarter. This issue highlights the remarks made by SEC staff members at the recent AICPA National Conference on Current SEC and PCAOB Developments related to SEC reporting implications of new accounting standards, non-GAAP financial measures and management’s discussions and analysis disclosure considerations for income taxes. We also discuss the SEC's progress on rulemaking and other initiatives, as well as significant personnel changes.
In 2016, the Financial Accounting Standards Board (FASB) released 20 accounting standards updates (ASUs). Among the more significant were changes to leasing, financial instruments and the not-for-profit reporting model.
Despite the completion of many significant projects, the FASB will likely remain active during 2017. Presently, it has 26 active projects, the most significant of which may be considered the proposed changes to hedge accounting originally issued in the third quarter of 2016. During the fourth quarter of 2016 and first couple weeks of 2017, the FASB issued seven accounting standards updates.
Financial statements of a Company are the introductory and formal periodic reports through which the commercial operation communicates fiscal information to its possessors and colourful other external parties which include investors, duty authorities, government, workers, etc. These typically relate to (a) the balance distance ( position statement) at the end of the counting period, and (b) the statement of profit and loss of a. company. Nowadays, the cash inflow statement is also taken as an integral element of the financial statements of a company.
· Grading GuideProject Management Concepts and Applications Pa.docxoswald1horne84988
· Grading Guide
Project Management Concepts and Applications Paper Grading Guide
Content
60 Percent
Points Available
X
Points Earned
X
Additional Comments:
All key elements of the paper are covered in a substantive way including the following:
· A brief description of the student's project, including identifying the primary goals of the project
· A description of how this project met the definition and characteristics of a project as defined in Ch. 1 of Project Management. Why would you consider it a project as opposed to day-to-day work?
· A description of the organizational structure, based on the structures discussed in Ch. 2 of Project Management
· An explaination of how this project fits within the organizational structure and the pros and cons of the organizational structure in terms of the project outcomes
· A description of the culture of the organization that includes concepts from Ch. 3 of Project Management
· An explanaition of how the cultural norms affect this project from a positive or negative perspective
· A suggestion for changes that would reduce the project life cycle.
Organization / Development
20 Percent
Points Available
X
Points Earned
X
Additional Comments:
· The paper should be no more than 1,050 words in length.
· The introduction provides sufficient background on the topic and previews major points.
· The conclusion is logical, flows from the body of the paper, and reviews the major points.
· Paragraph transitions are present, logical, and maintain the flow throughout the paper.
Mechanics
20 Percent
Points Available
X
Points Earned
X
Additional Comments:
· Formatting or layout and graphics are pleasing to the eye (font, colors, spacing).
· Rules of grammar, usage, and punctuation are followed, and spelling is correct.
· Sentences are complete, clear, and concise.
· Sentences are well constructed, strong, and varied.
· APA guidelines are followed. This means you need to have at least two references, as well as a cover page.
Total Available
Total Earned
X
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 27, 2015
COMMISSION FILE NUMBER 1-9390
Delaware 95-2698708
(State of Incorporation) (I.R.S. Employer Identification No.)
9330 Balboa Avenue, San Diego, CA 92123
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (858) 571-2121
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, $0.01 par value The NASDAQ Stock Market LLC (NASDAQ Global Select Market)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes þ No ¨
Indicate by check mark if.
Meaning of Financial statements class 11
Financial statement is the last step or end product of the accounting process. Financial statements mean such documents or statements in which the related financial information is described. Mainly two details are included under financial statements: (1) Income Statement, (2) Balance Sheet.
In the word of Jon N Myer. “The financial statement summarises the accounts of the business concerns and the income statement reflects the activities of a given period of time.” Financial statements can be prepared quarterly, half-yearly or annually
In the case of a sole proprietorship, the following are included in the financial statements:
1. Trading Account — It shows the gross profit or gross loss of a business enterprise for a particular period.
2. Profit and Loss Account — It shows the net profit or net loss of the business activities of the business enterprise for the accounting period.
3. Balance sheet — The balance sheet shows the financial position of the business (i.e. assets and liability) shows.
Thus these details are also called the final accounts of the business.
The following are included in the financial statements of the company
(1) Statement of Profit-Loss or Profit-Loss Account (Profit & Loss Statement or Profit & Loss Account) It is also called Income Statement.
(2) Balance Sheet and if required
(3) Cash Flow Statement, if required, with supporting comments.
This SEC in Focus includes remarks from SEC Chairman Jay Clayton on cybersecurity disclosures in SEC filings, recent guidance on pay ratio disclosure requirements, regulatory relief for companies and individuals affected by recent hurricanes, staff clarifications about its nonpublic review program and recent trends in SEC staff comments on non-GAAP measures and other topics.
Kisahnabi.id is a site that discusses the story of the prophet and the companions of the prophet. The Prophet and Messenger were a person given a revelation to convey to the people
La andropausia es el resultado de niveles muy bajos de testosterona en el cuerpo masculino.
Cuando los hombres alcanzan la edad de 45 anos, experimentan un fenomeno similar a la menopausia femenina - esto se conoce como andropausia.
Is AI-Generated Content the Future of Content Creation?Cut-the-SaaS
Discover the transformative power of AI in content creation with our presentation, "Is AI-Generated Content the Future of Content Creation?" by Puran Parsani, CEO & Editor of Cut-The-SaaS. Learn how AI-generated content is revolutionizing marketing, publishing, education, healthcare, and finance by offering unprecedented efficiency, creativity, and scalability.
Understanding
AI-Generated Content:
AI-generated content includes text, images, videos, and audio produced by AI without direct human involvement. This technology leverages large datasets to create contextually relevant and coherent material, streamlining content production.
Key Benefits:
Content Creation: Rapidly generate high-quality content for blogs, articles, and social media.
Brainstorming: AI simulates conversations to inspire creative ideas.
Research Assistance: Efficiently summarize and research information.
Market Insights:
The content marketing industry is projected to grow to $17.6 billion by 2032, with AI-generated content expected to dominate over 55% of the market.
Case Study: CNET’s AI Content Controversy:
CNET’s use of AI for news articles led to public scrutiny due to factual inaccuracies, highlighting the need for transparency and human oversight.
Benefits Across Industries:
Marketing: Personalize content at scale and optimize engagement with predictive analytics.
Publishing: Automate content creation for faster publication cycles.
Education: Efficiently generate educational materials.
Healthcare: Create accurate content for patients and professionals.
Finance: Produce timely financial content for decision-making.
Challenges and Ethical Considerations:
Transparency: Disclose AI use to maintain trust.
Bias: Address potential AI biases with diverse datasets.
SEO: Ensure AI content meets SEO standards.
Quality: Maintain high standards to prevent misinformation.
Conclusion:
AI-generated content offers significant benefits in efficiency, personalization, and scalability. However, ethical considerations and quality assurance are crucial for responsible use. Explore the future of content creation with us and see how AI is transforming various industries.
Connect with Us:
Follow Cut-The-SaaS on LinkedIn, Instagram, YouTube, Twitter, and Medium. Visit cut-the-saas.com for more insights and resources.
Digital Commerce Lecture for Advanced Digital & Social Media Strategy at UCLA...Valters Lauzums
E-commerce in 2024 is characterized by a dynamic blend of opportunities and significant challenges. Supply chain disruptions and inventory shortages are critical issues, leading to increased shipping delays and rising costs, which impact timely delivery and squeeze profit margins. Efficient logistics management is essential, yet it is often hampered by these external factors. Payment processing, while needing to ensure security and user convenience, grapples with preventing fraud and integrating diverse payment methods, adding another layer of complexity. Furthermore, fulfillment operations require a streamlined approach to handle volume spikes and maintain accuracy in order picking, packing, and shipping, all while meeting customers' heightened expectations for faster delivery times.
Amid these operational challenges, customer data has emerged as an important strategy. By focusing on personalization and enhancing customer experience from historical behavior, businesses can deliver improved website and brand experienced, better product recommendations, optimal promotions, and content to meet individual preferences. Better data analytics can also help in effectively creating marketing campaigns, improving customer retention, and driving product development and inventory management.
Innovative formats such as social commerce and live shopping are beginning to impact the digital commerce landscape, offering new ways to engage with customers and drive sales, and may provide opportunity for brands that have been priced out or seen a downturn with post-pandemic shopping behavior. Social commerce integrates shopping experiences directly into social media platforms, tapping into the massive user bases of these networks to increase reach and engagement. Live shopping, on the other hand, combines entertainment and real-time interaction, providing a dynamic platform for showcasing products and encouraging immediate purchases. These innovations not only enhance customer engagement but also provide valuable data for businesses to refine their strategies and deliver superior shopping experiences.
The e-commerce sector is evolving rapidly, and businesses that effectively manage operational challenges and implement innovative strategies are best positioned for long-term success.
For too many years marketing and sales have operated in silos...while in some forward thinking companies, the two organizations work together to drive new opportunity development and revenue. This session will explore the lessons learned in that beautiful dance that can occur when marketing and sales work together...to drive new opportunity development, account expansion and customer satisfaction.
No, this is not a conversation about MQLs and SQLs. Instead we will focus on a framework that allows the two organizations to drive company success together.
The digital marketing industry is changing faster than ever and those who don’t adapt with the times are losing market share. Where should marketers be focusing their efforts? What strategies are the experts seeing get the best results? Get up-to-speed with the latest industry insights, trends and predictions for the future in this panel discussion with some leading digital marketing experts.
Digital marketing is the art and science of promoting products or services using digital channels to reach and engage with potential customers. It encompasses a wide range of online tactics and strategies aimed at increasing brand visibility, driving website traffic, generating leads, and ultimately, converting those leads into customers.
https://nidmindia.com/
Mastering Local SEO for Service Businesses in the AI Era is tailored specifically for local service providers like plumbers, dentists, and others seeking to dominate their local search landscape. This session delves into leveraging AI advancements to enhance your online visibility and search rankings through the Content Factory model, designed for creating high-impact, SEO-driven content. Discover the Dollar-a-Day advertising strategy, a cost-effective approach to boost your local SEO efforts and attract more customers with minimal investment. Gain practical insights on optimizing your online presence to meet the specific needs of local service seekers, ensuring your business not only appears but stands out in local searches. This concise, action-oriented workshop is your roadmap to navigating the complexities of digital marketing in the AI age, driving more leads, conversions, and ultimately, success for your local service business.
Key Takeaways:
Embrace AI for Local SEO: Learn to harness the power of AI technologies to optimize your website and content for local search. Understand the pivotal role AI plays in analyzing search trends and consumer behavior, enabling you to tailor your SEO strategies to meet the specific demands of your target local audience. Leverage the Content Factory Model: Discover the step-by-step process of creating SEO-optimized content at scale. This approach ensures a steady stream of high-quality content that engages local customers and boosts your search rankings. Get an action guide on implementing this model, complete with templates and scheduling strategies to maintain a consistent online presence. Maximize ROI with Dollar-a-Day Advertising: Dive into the cost-effective Dollar-a-Day advertising strategy that amplifies your visibility in local searches without breaking the bank. Learn how to strategically allocate your budget across platforms to target potential local customers effectively. The session includes an action guide on setting up, monitoring, and optimizing your ad campaigns to ensure maximum impact with minimal investment.
The Forgotten Secret Weapon of Digital Marketing: Email
Digital marketing is a rapidly changing, ever evolving industry--Influencers, Threads, X, AI, etc. But one of the most effective digital marketing tools is also one of the oldest: Email. Find out from two Houston-based digital experts how to maximize your results from email.
Key Takeaways:
Email has the best ROI of any digital tactic
It can be used at any stage of the customer journey
It is increasingly important as the cookie-less future gets closer and closer
The digital marketing industry is changing faster than ever and those who don’t adapt with the times are losing market share. Where should marketers be focusing their efforts? What strategies are the experts seeing get the best results? Get up-to-speed with the latest industry insights, trends and predictions for the future in this panel discussion with some leading digital marketing experts.
Most small businesses struggle to see marketing results. In this session, we will eliminate any confusion about what to do next, solving your marketing problems so your business can thrive. You’ll learn how to create a foundational marketing OS (operating system) based on neuroscience and backed by real-world results. You’ll be taught how to develop deep customer connections, and how to have your CRM dynamically segment and sell at any stage in the customer’s journey. By the end of the session, you’ll remove confusion and chaos and replace it with clarity and confidence for long-term marketing success.
Key Takeaways:
• Uncover the power of a foundational marketing system that dynamically communicates with prospects and customers on autopilot.
• Harness neuroscience and Tribal Alignment to transform your communication strategies, turning potential clients into fans and those fans into loyal customers.
• Discover the art of automated segmentation, pinpointing your most lucrative customers and identifying the optimal moments for successful conversions.
• Streamline your business with a content production plan that eliminates guesswork, wasted time, and money.
Short video marketing has sweeped the nation and is the fastest way to build an online brand on social media in 2024. In this session you will learn:- What is short video marketing- Which platforms work best for your business- Content strategies that are on brand for your business- How to sell organically without paying for ads.
Videos are more engaging, more memorable, and more popular than any other type of content out there. That’s why it’s estimated that 82% of consumer traffic will come from videos by 2025.
And with videos evolving from landscape to portrait and experts promoting shorter clips, one thing remains constant – our brains LOVE videos.
So is there science behind what makes people absolutely irresistible on camera?
The answer: definitely yes.
In this jam-packed session with Stephanie Garcia, you’ll get your hands on a steal-worthy guide that uncovers the art and science to being irresistible on camera. From body language to words that convert, she’ll show you how to captivate on command so that viewers are excited and ready to take action.
When most people in the industry talk about online or digital reputation management, what they're really saying is Google search and PPC. And it's usually reactive, left dealing with the aftermath of negative information published somewhere online. That's outdated. It leaves executives, organizations and other high-profile individuals at a high risk of a digital reputation attack that spans channels and tactics. But the tools needed to safeguard against an attack are more cybersecurity-oriented than most marketing and communications professionals can manage. Business leaders Leaders grasp the importance; 83% of executives place reputation in their top five areas of risk, yet only 23% are confident in their ability to address it. To succeed in 2024 and beyond, you need to turn online reputation on its axis and think like an attacker.\
Key Takeaways:
- New framework for examining and safeguarding an online reputation
- Tools and techniques to keep you a step ahead
- Practical examples that demonstrate when to act, how to act and how to recover
The What, Why & How of 3D and AR in Digital CommercePushON Ltd
Vladimir Mulhem has over 20 years of experience in commercialising cutting edge creative technology across construction, marketing and retail.
Previously the founder and Tech and Innovation Director of Creative Content Works working with the likes of Next, John Lewis and JD Sport, he now helps retailers, brands and agencies solve challenges of applying the emerging technologies 3D, AR, VR and Gen AI to real-world problems.
In this webinar, Vladimir will be covering the following topics:
Applications of 3D and AR in Digital Commerce,
Benefits of 3D and AR,
Tools to create, manage and publish 3D and AR in Digital Commerce.
1. January 13, 2020
CONSIDERATIONS FOR PREPARING YOUR 2019 FORM 10 K
To Our Clients and Friends:
As we do each year, we offer our observations on new developments and recommended practices to
consider in preparing the Annual Report on Form 10-K. In particular, given the U.S. Securities and
Exchange Commission’s (the “SEC”) latest enforcement actions and recent adoption of amendments
impacting disclosures in Form 10-K,[1] there are a number of important substantive and technical
considerations that registrants should keep in mind when preparing their 2019 Forms 10-K.
I. Substantive Considerations
A. Management’s Discussion & Analysis
As discussed in our prior client alert,[2] registrants that provide financial statements covering three years
in their public filings are no longer required to include in the Management’s Discussion and Analysis
(“MD&A”) section a discussion of the earliest year if: (i) such discussion was already included in any
other of the registrant’s prior filings that required compliance with Item 303 of Regulation S-K; and
(ii) registrants identify the location in the prior filing where the omitted discussion can be found. For
example, when a registrant files its 2019 Form 10-K with financial statements for fiscal years 2017,
2018, and 2019, the registrant can omit from its MD&A the discussion comparing its operating results
and financial condition for fiscal year 2017 (typically presented as a comparison of 2018 to 2017), and
instead only discuss its operating results and financial condition for fiscal years 2018 and 2019 and refer
the reader to the MD&A in the 2018 Form 10-K where the 2017 discussion may be found. The registrant
may refer to any filing with the SEC that included a 2017 discussion pursuant to Item 303 of
Regulation S-K, which could be an initial public offering (“IPO”) registration statement, a Form 10 for
a spin-off, or a variety of other filings.
To date, many companies are not taking advantage of this rule change. As of December 31, 2019, of the
91 S&P 500 companies that have filed a Form 10-K since these MD&A changes went into effect in April
2019, 52 companies (57%) discussed three years of financial information (including a comparative
discussion between 2017 and 2018) in the MD&A, while 39 (43%) companies omitted the comparative
discussion of the third year,[3] although 14 of these companies[4] (15%) included charts or tables in the
MD&A that set forth three years of financial information but omitted a comparative discussion between
2017 and 2018.[5] Generally, the larger S&P 500 companies we looked at have chosen not to omit
discussion of the earliest of the three years from the MD&A. Of the 23 companies with market
capitalizations over $50 billion that have filed Forms 10-K since the change went into effect: 14
companies provided and discussed three years of financial information in the MD&A; five companies[6]
provided three years of financial information, but omitted a comparative discussion between 2017 and
2018; and four companies[7] took full advantage of the new rules and provided and discussed only the
2. 2
two most recent years of financial information in the MD&A. The instruction requires registrants to
disclose the location of the prior discussion, but does not require that the prior discussion be incorporated
by reference or hyperlinked. Most registrants have tended to include the statement identifying the
location of the prior disclosure at the beginning of the MD&A, the beginning of the Results of Operation
section, or the end of the Results of Operation section.
Regardless of whether discussing three years or only two years in the MD&A, registrants should remain
mindful of the need to review their discussion of the earlier years to determine whether anything has
come to light since the time of the original disclosure that would make the original disclosure incomplete
or inaccurate to an extent that would be material. For example: Are there material trends that were not
manifest at the time of the original disclosure that are now known and would be important to
understanding the results of operations and financial condition of the registrant? Are there forward-
looking statements that were made in the discussion of results of operations and financial condition for
the earliest year that have subsequently been proven to be inaccurate? Have any material operations been
discontinued? Have any accounting changes taken effect that would make the discussion from the earliest
year materially inaccurate or incomplete? At the risk of stating the obvious, registrants who determine
to discuss all three years in their MD&A should not simply restate their prior disclosures if doing so
would result in a material misstatement or omission. If a registrant has determined to address only the
most recent two years in its MD&A but determines it advisable to comment on an aspect of its third-
year financial results, it often may be able to do so without repeating the entire MD&A discussion
covering its third-year results.
B. Prepare for Critical Audit Matter Disclosures in Auditor’s Report
For large accelerated filers whose fiscal year ends December 31, the 2019 Form 10-K filing will be the
first annual filing that will require the registrant’s auditor to include new disclosures in its audit report
about critical audit matters (“CAMs”) that the auditor identifies during the course of the audit.[8] The
audit standard, AS 3101,[9] requires that for each CAM communicated in the auditor’s report, the auditor
must: (i) identify the CAM; (ii) describe the principal considerations that led the auditor to determine
that the matter is a CAM; (iii) describe how the CAM was addressed in the audit; and (iv) refer to the
relevant financial statement accounts or disclosures that relate to the CAM. Despite the Public Company
Accounting Oversight Board’s (“PCAOB”) instruction that CAMs be highly tailored and avoid
boilerplate, based on the CAMs that have been published to date, it appears that audit firms are
developing somewhat standardized language for certain types of CAMs. As reflected in guidance from
the PCAOB, it is expected that one or more CAMs will be identified in connection with each audit.[10]
As noted in our previous client alert, registrants should engage with their auditors to avoid unwelcomed
surprises when the Form 10-K filing deadline nears.[11] For example, registrants should consider
possible scenarios where the new standard might put the auditor in a position of having to make
disclosures of original information, and prepare in advance for how to address such situations. Since
CAMs will typically address a topic that also is discussed in financial footnotes or MD&A, registrants
should make sure that their language is consistent with the discussion in the CAM.
3. 3
C. Review Risk Factors with a Focus on Disclosure of Hypothetical Events
In the past year, the SEC announced two enforcement cases in which it alleged that statements in a
company’s risk factors were materially misleading. In both cases, the SEC focused on statements that
phrased an event or contingency as a hypothetical, and alleged that at the time of the disclosure the
situation was no longer hypothetical (regardless of whether it was clear at the time that there would be a
material consequence). For example, in SEC v Mylan NV,[12] the SEC alleged that the statement, “a
governmental authority may take a position contrary to a position we have taken, and may impose or
pursue civil and/or criminal sanctions” was materially misleading since at the time a government agency
had informed Mylan that it believed Mylan was misclassifying EpiPen as a generic drug, a position that
Mylan was disputing. The SEC claimed that “Instead of disclosing that [the government agency]
disagreed with Mylan’s classification of EpiPen, Mylan misleadingly presented a potential risk that [an
agency] could disagree” and that Mylan’s “hypothetical phrasing created the impression that [the
government agency] had not yet taken a position on Mylan’s classification of EpiPen.” In announcing
an earlier similar enforcement case, the SEC’s press release stated that public companies’ disclosures
must be “accurate in all material respects, including not continuing to describe a risk as hypothetical
when it has in fact happened.”[13]
These settlements indicate that risk factor disclosure should be revisited regularly and treated as “living”
as much as the rest of the filing, including the MD&A. Registrants should thoroughly review their risk
factor disclosures in their upcoming Form 10-K so that the disclosures do not speak about events
hypothetically (g., “could” or “may”) if those events have occurred or are occurring. If a risk has
manifested itself, that factual event should be appropriately reflected in the body of the risk factors.
Registrants should be careful with how they describe significant events (e.g., material cyber breaches,
material events impacting operating results) as well as more routine items (e.g., fluctuations in demand,
inventory write-downs, customer reimbursement claims, intellectual property claims, poorly performing
investments, and tax audits). If a risk involves a situation that arises from time to time, then it may be
preferable to refer to the consequences of such situation as a material contingency, instead of referring
to the situation as a hypothetical contingency.
D. Review Substantive Content of Risk Factors
Registrants should also make sure the content of their risk factors is up to date and reflects risks presented
by current events and conditions. There are a few areas in particular about which the SEC has stated that
it expects to see risk disclosures.
· Intellectual Property and Technology Risks Associated with Foreign Operations. On
December 19, 2019, the Division of Corporation Finance (the “Division”) of the SEC released
CF Disclosure Guidance: Topic No. 8 (Intellectual Property and Technology Risks Associated
with International Business), which reminds registrants of their risk disclosure obligations in
light of the wide array of evolving risks stemming from the global and technologically
interconnected nature of today’s business environment.[14] Registrants, particularly those that
conduct business in certain foreign jurisdictions, house technology, data, and intellectual
property abroad, or license technology to joint ventures with foreign partners, should review the
4. 4
guidance, including the list of questions it poses to help registrants assess the sufficiency of their
disclosures regarding these type of risks.
· Environmental Risks. The SEC remarked in late 2018 that investors are continuing to increase
their focus on the “long-term investment risks and benefits associated with” environmental,
social and governance (“ESG”) matters. To address this growing investor appetite, registrants
have added disclosures in the risk factors section of their Forms 10-K to address ESG matters. A
2019 study by the National Association of Corporate Directors showed that 66% of companies
in the Russell 3000 Index discussed ESG risk, including, among other factors, climate change
and water scarcity risks.[15] Given the increase in ESG disclosures by registrants, the SEC has
followed suit by beginning to pay particular attention to the substance and presence of such
disclosures, which registrants should keep in mind when addressing ESG risk factors in their
Forms 10-K.[16]
· Privacy-Related Risks. With the enactment of the California Consumer Protection Act
(“CCPA”), which went into effect on January 1, 2020, the SEC revitalized its focus on privacy-
related risks. Indeed, the World Privacy Forum recently advised the SEC that most registrants
face some type of data privacy risk today, likening data privacy risk’s importance to that of
environmental risks.[17] Given the public discourse regarding data privacy risks along with
recent legislative enactments, registrants should review their privacy-related risk factors and
disclose material data privacy risks, including risks associated with the CCPA, and re-evaluate
any disclosures or risks associated with the EU General Data Protection Regulation.
· LIBOR Transition Risks. In July 2019, the SEC issued a statement regarding the expected
cessation of LIBOR after December 31, 2021.[18] The industries most likely to be impacted by
the discontinuation of LIBOR include real estate, banking and insurance industries. The SEC
noted that registrants should review their risk factor disclosures related to the expected
discontinuation of LIBOR. To date, however, we have seen relatively few risk factors addressing
LIBOR transition risks. In addition to a general review of financing and hedging arrangements
that may reference LIBOR, registrants should evaluate whether significant commercial
relationships have LIBOR-related terms. Registrants also should consider the fact that the
cessation of LIBOR may take place over several reporting periods, which means that it may be
appropriate to address in MD&A liquidity discussions any mitigating steps they have taken to
date as well as addressing risks from any remaining exposures.
· International Trade Risks. As the international trade climate remains fluid, the SEC has increased
its focus on sanctions disclosures in registrants’ public filings. The Wall Street Journal noted that
at least 42 public companies received comment letters from the SEC in 2018 regarding their
business activity in areas subject to sanctions.[19] More recently, the SEC sent comment letters
to QUALCOMM Inc.[20] and Paypal Holdings Inc.[21] regarding their sanctions-related
disclosures. Registrants should consider their activities in areas subject to sanctions and review
their related risk factor disclosures to ensure such risks are accounted for and adequately
described.
5. 5
· Brexit-Related Risks. As mentioned by Division Director Bill Hinman in March 2019, registrants
should consider whether Brexit exposes them to risks such as those associated with the
application of new or different regulatory schemes, supply chain disruptions, customer loss, and
currency exchange rate fluctuations. Registrants also should review existing material contracts
for contractual risk and consider financial statement impacts such as inventory write-downs,
long-lived asset impairments, and assumptions underlying fair value measurements.[22]
· Cybersecurity Risks. In February 2018, the SEC issued guidance regarding registrants’
cybersecurity disclosures in their public filings.[23] In particular, the SEC emphasized that
registrants should (i) consider the materiality of cybersecurity risks, (ii) avoid boilerplate
language regarding such risk, and (iii) focus on timely disclosures when a registrant becomes
aware of a cybersecurity incident or risk. In addition, the SEC noted that registrants have a duty
to correct and update any prior disclosure that the registrant determines was untrue or omitted
necessary material facts that would otherwise make the disclosure misleading.
· Industry-Specific Risks. Registrants should be mindful of unique risks presented to the industry
or industries in which they operate, whether those arise from political developments, commodity
prices, competitive dynamics, regulatory changes, international events or some other source.
E. Consider Whether Ongoing Governmental Investigations Require Accrual or Disclosure
Registrants are reminded to consider any ongoing governmental investigations or lawsuits concerning
the registrant and whether an investigation or lawsuit may require accrual or disclosure under Accounting
Standard Codification 450 (“ASC 450”) in light of the Mylan[24] In the fall of 2014, the Department of
Justice (“DOJ”) began investigating Mylan for claims under the False Claims Act. As the DOJ’s
investigation continued to gain traction, Mylan did not disclose the existence of the investigation and
did not accrue any amount for the potential loss until Mylan announced that it had settled the matter in
October 2016 for $465 million.
As alleged in the SEC’s complaint, pursuant to ASC 450, public companies facing possible material
losses from a lawsuit or government investigation must (i) disclose the loss contingency if a loss is
reasonably possible and (ii) record an accrual for the estimated loss if the loss is probable and reasonably
estimable. Mylan, however, failed to disclose or accrue for the loss relating to the DOJ investigation
despite the investigation continuing to gain traction over the two-year period. As a result, Mylan agreed
to pay $30 million to settle charges that its public filings were false and misleading due to its failure to
include timely disclosure regarding the DOJ’s investigation.
The Mylan case serves as an important reminder that registrants must continually monitor the facts
surrounding governmental investigations and lawsuits to evaluate material business risks and timely
disclose and account for loss contingencies that can materially affect their financial condition or results
of operations.
6. 6
F. Review Description of Property
The SEC’s amendments to Item 102 of Regulation S-K provide that registrants are now only required to
describe a physical property to the extent the property is material to such registrant’s business, which
contrasts with the previous requirement to disclose “principal” plants, mines, and other “materially
important” physical properties.[25] Revisions to Item 102 also clarify that it may be appropriate to
provide property disclosures on a collective basis rather than on an individual basis. This presents
registrants with a good opportunity to revisit some disclosures that may have remained static for several
years.
G. Consider Impact of New Accounting Standard for Current Expected Credit Loss (“CECL”)
In November 2019, the SEC’s Office of the Chief Accountant (“OCA”) and the Divisions of Corporation
Finance (“CF”) issued a staff accounting bulletin, SAB 119, to align certain portions of prior staff
interpretative guidance with the relevant concepts of the Financial Accounting Standards Board
(“FASB”) new expected credit loss standard for registrants engaged in lending activities.[26] As noted
in SAB 119, OCA and CF staff believe many of the concepts from SAB 102 continue to be relevant
under the expected credit loss model. Applicable registrants should consider the new guidance and be
prepared to disclose appropriate implementation-related disclosures, including regarding the sufficiency
of their controls over allowances for credit losses, in the event this accounting standard is adopted.
Further, as calendar-year filers generally were required to adopt the new accounting standard for CECL
on January 1, 2020, these registrants, per SAB 78, should discuss progress toward implementation of the
new standard and the expected effects of adoption, particularly if implementation of this new standard
is expected to be material.
H. Revisit Prior Language to Remove Immaterial Information
Over the years, registrants’ annual reports tend to accumulate disclosures that were added for a specific
reason, but no longer convey material information. For example, disclosure may have been added to
address old comment letters from the SEC or events that had a material impact on the registrant at a time
in the past when circumstances were different. In speeches and other venues, SEC officials and staff
have encouraged registrants to take a hard look at their filings to determine whether disclosures are still
material in light of the registrant’s current situation.
II. Technical Rule Changes
A. Cover Page
As discussed previously in our Securities Regulation and Corporate Governance Monitor,[27] registrants
should update the cover page of their upcoming Form 10-K to accurately reflect the SEC’s recently
announced Form 10-K cover page changes:[28]
· Interactive Data Files. With the SEC eliminating the requirement that Interactive Data Files be
posted on a registrant’s website, the 2019 Form 10-K cover page should likewise remove any
reference to “posting” Interactive Data Files on the Company’s website.
7. 7
· Trading Symbol. The registrant must now disclose on its Form 10-K cover page its trading
symbol on the applicable public stock exchange (e.g., Nasdaq or NYSE) for each security
registered pursuant to Section 12(b) of the Exchange Act, including any preferred stock or debt
that is Section 12(b) registered.
· Section 16(a) Delinquencies. In light of the SEC’s amendments to Item 405 relating to Section
16 reporting, the SEC eliminated the requirement to include the checkbox on the cover page of
Form 10-K relating to Section 16(a) delinquencies.
· Smaller Reporting Company Parenthetical. As discussed previously in our Securities Regulation
and Corporate Governance Monitor, due to the recent change in the definition of “smaller
reporting company,” the SEC removed the parenthetical on Form 10-K cover pages that states
“(do not check if smaller reporting company)” under Non-accelerated filer.[29]
B. Section 16 Compliance
While disclosures about Section 16 reporting delinquencies are typically included in a registrant’s proxy
statement and incorporated by reference in their Forms 10-K, it is still important to note the impact of
the SEC’s amendments to Item 405, particularly where the Form 10-K references the sections of the
proxy statement that is incorporated by reference. The SEC’s amendments require that registrants change
the disclosure heading required by Item 405(a)(1) from “Section 16(a) Beneficial Ownership Reporting
Compliance” to “Delinquent Section 16(a) Reports.” Under the new instructions to Item 405, registrants
are encouraged to exclude that heading altogether if there are no reportable Section 16(a) delinquencies.
C. Exhibit-Related Items
The SEC also adopted amendments that impact the technical disclosure requirements concerning
exhibits.
· Location of Exhibit Index. Under Item 601(a)(2), the exhibit index to Form 10-K should be
relocated such that it appears before the signature pages.[30] This is now required for all public
filings that include exhibits pursuant to Item 601.
· New Description of Securities Exhibit. Item 601(b)(4) now requires that registrants provide a
brief description of all securities registered under Section 12 of the Exchange Act (i.e., the
information required by Item 202(a) through (d) and (f)) as an exhibit to their Forms 10-K.[31]
Previously, this disclosure was only required in registration statements. The securities covered
by this exhibit are the same as those required to be listed on the cover of the Form 10-K. Although
many registrants will be able to pull much of the content for this exhibit from prior registration
statements, registrants with multiple classes of listed securities (e.g., typical Euro-denominated
debt securities) should allot ample time to provide this description as this may be a significant
undertaking.
In this regard, it is important to note that in the context of the SEC’s review and comment of
prospectuses for IPOs, the SEC has focused on the terms of and disclosures regarding exclusive
8. 8
forum jurisdiction and related provisions that address the remedies available to
securityholders.[32] Registrants that have exclusive forum provisions in their organizational
documents should bear these comments in mind when preparing the description of securities
exhibit.
· New Procedural Rules for Exhibits. Several of the rules related to exhibits have been
modernized, so registrants will want to consider whether they can take advantage of any of these
changes in their 2019 Form 10-K. The following discussion highlights the more notable changes.
o Registrants need only to disclose material contracts to be performed in whole or in part
at or after the filing of their Forms 10-K. Previously, there was a two-year lookback
period with respect to material contracts for most filers, which often resulted in filing
copies of stale terminated contracts. (See Item 601(b)(10)(i) of Regulation S-K.)[33]
o Registrants may omit entire schedules or similar attachments to exhibits, unless the
schedules or attachments contain material information that is not otherwise disclosed in
the exhibit or SEC filing. (See Item 601(a)(5) of Regulation S-K.)[34] Exhibits relying
on this provision must contain a list briefly identifying the contents of the omitted
schedules or other attachments unless the exhibit already includes information that
conveys the subject matter of the omitted material. Registrants are no longer required to
state that they will furnish a copy of the omitted schedules or attachments to the SEC
upon request (which was typically done through a notation in the exhibit index); they are
simply required to furnish a copy to the SEC if requested.
o For exhibits being filed, registrants should consider redacting (i) sensitive information in
acquisition agreements or material contracts and/or (ii) personally identifiable
information as there is no longer a need to file a confidential treatment request in either
case. (See Item 601(b)(10) and Item 601(a)(6) of Regulation S-K.)[35]
o Lastly, for Exhibit 101 and 104, registrants must ensure that their exhibit index
disclosures are consistent with the SEC’s recent CD&Is on interactive data.[36]
Specifically, Exhibit 101 must include the word “inline,” and Exhibit 104 must include
the word “inline” and “should cross-reference to the Interactive Data Files submitted
under EX-101.” (See Instruction 1 to paragraphs (b)(101)(i).
D. Incorporation by Reference
· Hyperlinking. Rule 12b-23(d) of the Exchange Act now requires thatinformation incorporated by
reference in a registrant’s Form 10-K must include a hyperlink to the location of such
information.[37] As a practical matter, because hyperlinks were already required for exhibits and
registrants likely have not incorporated other information into the Form 10-K by reference to
their previous filings, this change may not require any revisions.
· D&Os, Promoters, and Control Persons. Registrants that elect not to repeat disclosure in their
proxies or information statements regarding the identities and backgrounds of directors,
9. 9
executive officers, promoters and control persons that are already disclosed in such registrant’s
Form 10-K (See Item 401 of Regulation S-K) must include such disclosure under the heading
“Information about our Executive Officers” in Part I of such registrant’s Form 10-K (previously
“Executive Officers of the Registrant.”)
E. Other Reminders
· Disclosure Update and Simplification. Registrants should continue to ensure compliance with
the technical amendments made to Regulation S-K and Regulation S-X in 2018.[38] These
technical amendments eliminated duplicative, overlapping, outdated or unnecessary provisions
in light of subsequent changes to SEC disclosure requirements, GAAP, and technological
developments.
· Proposed Changes to Regulation S-K. In August 2019, the SEC proposed amendments to
modernize the description of business, legal proceedings, and risk factor disclosures that
registrants are required to make pursuant to Regulation S-K.[39] If adopted, registrants will be
required to, among other things, provide additional disclosure regarding human capital resources,
group risk factors by topic under relevant headings, and, if the risk factors exceed 15 pages, add
a risk factor summary. While the public comment period for these proposed amendments has
ended and the SEC could publish final rules at any time, we do not expect final rules to be adopted
before the deadlines of the 2019 Form 10-K. That being said, registrants may consider expanding
upon their human capital disclosure or grouping their risk factors under relevant headings in their
2019 Forms 10-K.
______________________
[1] Available at https://www.sec.gov/rules/final/2019/33-10618.pdf.
[2] Available at https://www.gibsondunn.com/sec-continues-to-modernize-and-simplify-disclosure-
requirements.
[3] For ease of reference, these statistics refer to issuers with fiscal years ending in 2019 as providing
financial statements covering fiscal years 2017, 2018, and 2019. Further, references to the third year
refer to fiscal year 2017.
[4] Such companies are Analog Devices Inc., Apple Inc., Atmos Energy Corp., Cisco Systems, Coty
Inc., Estee Lauder Companies Inc., Maxim Integrated Products, Inc., Oracle Corp., Raymond James
Financial Inc., Skyworks Solutions, TransDigm Group Inc., Varian Medical Systems Inc., Walgreens
Boots Alliance, Inc., and Western Digital Corp.
[5] The 25 companies that included only two years of financial information and a comparative
discussion between 2017 and 2018 in their MD&A are ABIOMED, Inc., Air Products & Chemicals,
Inc., Broadridge Financial Solutions, Inc., Cooper Companies, Inc., D.R. Horton Inc., Darden
Restaurants, Inc., Deere & Co., DXT Technology Co., Inc., Electronic Arts Inc., General Mills, Inc.,
H&R Block, Inc., Helmerich & Payne, Inc., J.M. Smucker Co., Inc., KLA Corp., Inc., News Corp., Inc.,
10. 10
NIKE, Inc., Parker-Hannifin Corp., Inc., Procter & Gamble Co., Qorvo, Inc., ResMed Inc., Symantec
Corp., Inc., Sysco Corp., Inc., Tapestry, Inc., TE Connectivity Ltd., and Westrock Co.
[6] Such companies are Apple Inc., Cisco Systems, Inc., Estee Lauder Companies Inc., Oracle Corp.,
and Walgreens Boots Alliance, Inc.
[7] Such companies are Air Products & Chemicals, Inc., Deere & Co., NIKE, Inc., and Procter &
Gamble Co.
[8] This new requirement applies to audits of fiscal years ending on or after June 30, 2019 for large
accelerated filers. It will only apply to the audits of accelerated filers, non-accelerated filers, and smaller
reporting companies for fiscal years ending on or after December 15, 2020. Emerging growth companies
are exempt.
[9] Available at https://pcaobus.org/Standards/Documents/Implementation-of-Critical-Audit-
Matters-The-Basics.pdf.
[10] Although the PCAOB expects that this will be the case in most audits to which the CAM
requirements apply, there also may be audits in which the auditor determines there are no CAMs. See
https://pcaobus.org/Standards/Documents/Implementation-of-Critical-Audit-Matters-The-Basics.pdf.
[11] Available at https://www.gibsondunn.com/pcaob-adopts-new-model-for-audit-reports.
[12] Available at https://www.sec.gov/litigation/complaints/2019/comp-pr2019-194.pdf.
[13] Discussed at https://www.sec.gov/news/press-release/2019-140.
[14] Available at https://www.sec.gov/corpfin/risks-technology-intellectual-property-international-
business-operations.
[15] Available at https://blog.nacdonline.org/posts/esg-risks-trickle-into-financial-filings.
[16] Discussion at https://news.bloomberglaw.com/bloomberg-law-analysis/analysis-tracking-secs-
evolving-approach-to-esg-disclosures.
[17] Available at https://www.worldprivacyforum.org/2019/10/wpf-advises-sec-regarding-data-risk-
factors-and-disclosures.
[18] Available at https://www.sec.gov/news/public-statement/libor-transition.
[19] Available at https://www.wsj.com/articles/sec-questions-more-companies-about-sanctions-
disclosures-11567018243.
[20] Available at https://sec.report/Document/0001728949-19-000062.
[21] Available at https://sec.report/Document/0001633917-19-000166.
11. 11
[22] Available at https://www.sec.gov/news/speech/hinman-applying-principles-based-approach-
disclosure-031519.
[23] Available at https://www.sec.gov/rules/interp/2018/33-10459.pdf.
[24] Discussed at https://www.sec.gov/news/press-release/2019-194.
[25] Available at https://www.ecfr.gov/cgi-bin/text-idx?SID=ad78279c826005efc3f7b98259940f3c
&mc=true&node=se17.3.229_1102&rgn=div8.
[26] Available at https://www.sec.gov/oca/staff-accounting-bulletin-119.
[27] Available at https://www.gibsondunn.com/sec-continues-to-modernize-and-simplify-disclosure-
requirements.
[28] Discussed at https://www.sec.gov/info/smallbus/secg/fast-act-modernization-and-simplification
-of-regulation-S-K.
[29] Available at https://www.securitiesregulationmonitor.com/Lists/Posts/Post.aspx?ID=334.
[30] Available at https://www.ecfr.gov/cgi-bin/text-idx?SID=ad78279c826005efc3f7b98259940f3c
&mc=true&node=se17.3.229_1601&rgn=div8.
[31] Available at https://www.ecfr.gov/cgi-bin/text-idx?SID=ad78279c826005efc3f7b98259940f3c
&mc=true&node=se17.3.229_1601&rgn=div8.
[32] See, for example, https://www.sec.gov/Archives/edgar/data/1718224/000000000019014928/
filename1.pdf.
[33] Available at https://www.ecfr.gov/cgi-bin/text-idx?SID=ad78279c826005efc3f7b98259940f3c
&mc=true&node=se17.3.229_1601&rgn=div8.
[34] Available at https://www.ecfr.gov/cgi-bin/text-idx?SID=ad78279c826005efc3f7b98259940f3c
&mc=true&node=se17.3.229_1601&rgn=div8.
[35] Available at https://www.ecfr.gov/cgi-bin/text-idx?SID=ad78279c826005efc3f7b98259940f3c
&mc=true&node=se17.3.229_1601&rgn=div8 and https://www.ecfr.gov/cgi-bin/text-idx?SID=ad
78279c826005efc3f7b98259940f3c&mc=true&node=se17.3.229_1601&rgn=div8.
[36] Available at https://www.securitiesregulationmonitor.com/Lists/Posts/Post.aspx?ID=375.
[37] Available at https://www.govinfo.gov/content/pkg/CFR-2014-title17-vol4/pdf/CFR-2014-title
17-vol4-sec240-12b-23.pdf.
[38] Discussed at https://www.gibsondunn.com/wp-content/uploads/2018/08/sec-streamlines-
disclosure-requirements-as-part-of-its-overall-disclosure-effectiveness-review.pdf.