17 CFR 229.303 - (Item 303) Management's discussion and analysis of financial condition and results of operations.
(a)Full fiscal years. Discuss registrant's financial condition, changes in financial condition and results of operations. The discussion shall provide information as specified in paragraphs (a)(1) through (5) of this Item and also shall provide such other information that the registrant believes to be necessary to an understanding of its financial condition, changes in financial condition and results of operations. Discussions of liquidity and capital resources may be combined whenever the two topics are interrelated. Where in the registrant's judgment a discussion of segment information or of other subdivisions of the registrant's business would be appropriate to an understanding of such business, the discussion shall focus on each relevant, reportable segment or other subdivision of the business and on the registrant as a whole.
(1)Liquidity. Identify any known trends or any known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in the registrant's liquidity increasing or decreasing in any material way. If a material deficiency is identified, indicate the course of action that the registrant has taken or proposes to take to remedy the deficiency. Also identify and separately describe internal and external sources of liquidity, and briefly discuss any material unused sources of liquid assets.
(2)Capital resources.
(i) Describe the registrant's material commitments for capital expenditures as of the end of the latest fiscal period, and indicate the general purpose of such commitments and the anticipated source of funds needed to fulfill such commitments.
(ii) Describe any known material trends, favorable or unfavorable, in the registrant's capital resources. Indicate any expected material changes in the mix and relative cost of such resources. The discussion shall consider changes between equity, debt and any off-balance sheet financing arrangements.
(3)Results of operations.
(i) Describe any unusual or infrequent events or transactions or any significant economic changes that materially affected the amount of reported income from continuing operations and, in each case, indicate the extent to which income was so affected. In addition, describe any other significant components of revenues or expenses that, in the registrant's judgment, should be described in order to understand the registrant's results of operations.
(ii) Describe any known trends or uncertainties that have had or that the registrant reasonably expects will have a material favorable or unfavorable impact on net sales or revenues or income from continuing operations. If the registrant knows of events that will cause a material change in the relationship between costs and revenues (such as known future increases in costs of labor or materials or price increases or inventory adjustments), the change in the relationship shall be disclosed.
(iii) To the extent that the financial statements disclose material increases in net sales or revenues, provide a narrative discussion of the extent to which such increases are attributable to increases in prices or to increases in the volume or amount of goods or services being sold or to the introduction of new products or services.
(iv) For the three most recent fiscal years of the registrant or for those fiscal years in which the registrant has been engaged in business, whichever period is shortest, discuss the impact of inflation and changing prices on the registrant's net sales and revenues and on income from continuing operations.
(4)Off-balance sheet arrangements.
(i) In a separately-captioned section, discuss the registrant's off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the registrant's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. The disclosure shall include the items specified in paragraphs (a)(4)(i)(A), (B), (C) and (D) of this Item to the extent necessary to an understanding of such arrangements and effect and shall also include such other information that the registrant believes is necessary for such an understanding.
(A) The nature and business purpose to the registrant of such off-balance sheet arrangements;
(B) The importance to the registrant of such off-balance sheet arrangements in respect of its liquidity, capital resources, market risk support, credit risk support or other benefits;
(C) The amounts of revenues, expenses and cash flows of the registrant arising from such arrangements; the nature and amounts of any interests retained, securities issued and other indebtedness incurred by the registrant in connection with such arrangements; and the nature and amounts of any other obligations or liabilities (including contingent obligations or liabilities) of the registrant arising from such arrangements that are or are reasonably likely to become material and the triggering events or circumstances that could cause them to arise; and
(D) Any known event, demand, commitment, trend or uncertainty that will result in or is reasonably likely to result in the termination, or material reduction in availability to the registrant, of its off-balance sheet arrangements that provide material benefits to it, and the course of action that the registrant has taken or proposes to take in response to any such circumstances.
(ii) As used in this paragraph (a)(4), the term off-balance sheet arrangement means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the registrant is a party, under which the registrant has:
(A) Any obligation under a guarantee contract that has any of the characteristics identified in FASB ASC paragraph 460-10-15-4 (Guarantees Topic), as may be modified or supplemented, and that is not excluded from the initial recognition and measurement provisions of FASB ASC paragraphs 460-10-15-7, 460-10-25-1, and 460-10-30-1.
(B) A retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to such entity for such assets;
(C) Any obligation, including a contingent obligation, under a contract that would be accounted for as a derivative instrument, except that it is both indexed to the registrant's own stock and classified in stockholders' equity in the registrant's statement of financial position, and therefore excluded from the scope of FASB ASC Topic 815, Derivatives and Hedging, pursuant to FASB ASC subparagraph 815-10-15-74(a), as may be modified or supplemented; or
(D) Any obligation, including a contingent obligation, arising out of a variable interest (as defined in the FASB ASC Master Glossary), as may be modified or supplemented) in an unconsolidated entity that is held by, and material to, the registrant, where such entity provides financing, liquidity, market risk or credit risk support to, or engages in leasing, hedging or research and development services with, the registrant.
(5)Tabular disclosure of contractual obligations.
(i) In a tabular format, provide the information specified in this paragraph (a)(5) as of the latest fiscal year end balance sheet date with respect to the registrant's known contractual obligations specified in the table that follows this paragraph (a)(5)(i). The registrant shall provide amounts, aggregated by type of contractual obligation. The registrant may disaggregate the specified categories of contractual obligations using other categories suitable to its business, but the presentation must include all of the obligations of the registrant that fall within the specified categories. A presentation covering at least the periods specified shall be included. The tabular presentation may be accompanied by footnotes to describe provisions that create, increase or accelerate obligations, or other pertinent data to the extent necessary for an understanding of the timing and amount of the registrant's specified contractual obligations.
Contractual obligations | Payments due by period | 3-5 years | More than 5 years | ||
---|---|---|---|---|---|
Total | Less than 1 year | 1-3 years | |||
[Long-Term Debt Obligations] | |||||
[Capital Lease Obligations] | |||||
[Operating Lease Obligations] | |||||
[Purchase Obligations] | |||||
[Other Long-Term Liabilities Reflected on the Registrant's Balance Sheet under GAAP] | |||||
Total |
(ii)Definitions: The following definitions apply to this paragraph (a)(5):
(A)Long-term debt obligation means a payment obligation under long-term borrowings referenced in FASB ASC paragraph 470-10-50-1 (Debt Topic), as may be modified or supplemented.
(B)Capital lease obligation means a payment obligation under a lease classified as a capital lease pursuant to FASB ASC Topic 840, Leases”., as may be modified or supplemented.
(C)Operating lease obligation means a payment obligation under a lease classified as an operating lease and disclosed pursuant to FASB ASC Topic 840, as may be modified or supplemented.
(D)Purchase obligation means an agreement to purchase goods or services that is enforceable and legally binding on the registrant that specifies all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.
2. The purpose of the discussion and analysis shall be to provide to investors and other users information relevant to an assessment of the financial condition and results of operations of the registrant as determined by evaluating the amounts and certainty of cash flows from operations and from outside sources.
3. The discussion and analysis shall focus specifically on material events and uncertainties known to management that would cause reported financial information not to be necessarily indicative of future operating results or of future financial condition. This would include descriptions and amounts of (A) matters that would have an impact on future operations and have not had an impact in the past, and (B) matters that have had an impact on reported operations and are not expected to have an impact upon future operations.
4. Where the consolidated financial statements reveal material changes from year to year in one or more line items, the causes for the changes shall be described to the extent necesary to an understanding of the registrant's businesses as a whole; Provided, however, That if the causes for a change in one line item also relate to other line items, no repetition is required and a line-by-line analysis of the financial statements as a whole is not required or generally appropriate. Registrants need not recite the amounts of changes from year to year which are readily computable from the financial statements. The discussion shall not merely repeat numerical data contained in the consolidated financial statements.
5. The term “liquidity” as used in this Item refers to the ability of an enterprise to generate adequate amounts of cash to meet the enterprise's needs for cash. Except where it is otherwise clear from the discussion, the registrant shall indicate those balance sheet conditions or income or cash flow items which the registrant believes may be indicators of its liquidity condition. Liquidity generally shall be discussed on both a long-term and short-term basis. The issue of liquidity shall be discussed in the context of the registrant's own business or businesses. For example a discussion of working capital may be appropriate for certain manufacturing, industrial or related operations but might be inappropriate for a bank or public utility.
6. Where financial statements presented or incorporated by reference in the registration statement are required by § 210.4-08(e)(3) of Regulation S-X [ 17 CFR part 210] to include disclosure of restrictions on the ability of both consolidated and unconsolidated subsidiaries to transfer funds to the registrant in the form of cash dividends, loans or advances, the discussion of liquidity shall include a discussion of the nature and extent of such restrictions and the impact such restrictions have had and are expected to have on the ability of the parent company to meet its cash obligations.
7. Any forward-looking information supplied is expressly covered by the safe harbor rule for projections. See Rule 175 under the Securities Act [ 17 CFR 230.175], Rule 3b-6 under the Exchange Act [ 17 CFR 240.3b-6] and Securities Act Release No. 6084 (June 25, 1979) ( 44 FR 38810).
8. Registrants are only required to discuss the effects of inflation and other changes in prices when considered material. This discussion may be made in whatever manner appears appropriate under the circumstances. All that is required is a brief textual presentation of management's views. No specific numerical financial data need be presented except as Rule 3-20(c) of Regulation S-X ( § 210.3-20(c) of this chapter) otherwise requires. However, registrants may elect to voluntarily disclose supplemental information on the effects of changing prices as provided for in FASB ASC Topic 255, Changing Prices, or through other supplemental disclosures. The Commission encourages experimentation with these disclosures in order to provide the most meaningful presentation of the impact of price changes on the registrant's financial statements.
9. Registrants that elect to disclose supplementary information on the effects of changing prices as specified by FASB ASC Topic 255 may combine such explanations with the discussion and analysis required pursuant to this Item or may supply such information separately with appropriate cross reference.
10. All references to the registrant in the discussion and in this Item shall mean the registrant and its subsidiaries consolidated.
11. Foreign private registrants also shall discuss briefly any pertinent governmental economic, fiscal, monetary, or political policies or factors that have materially affected or could materially affect, directly or indirectly, their operations or investments by United States nationals.
12. If the registrant is a foreign private issuer, the discussion shall focus on the primary financial statements presented in the registration statement or report. There shall be a reference to the reconciliation to United States generally accepted accounting principles, and a discussion of any aspects of the difference between foreign and United States generally accepted accounting principles, not discussed in the reconciliation, that the registrant believes is necessary for an understanding of the financial statements as a whole.
13. The attention of bank holding companies is directed to the information called for in Guide 3 ( § 229.801(c) and § 229.802(c)).
14. The attention of property-casualty insurance companies is directed to the information called for in Guide 6 ( § 229.801(f)).
Instructions to paragraph 303(a)(4): 1. No obligation to make disclosure under paragraph (a)(4) of this Item shall arise in respect of an off-balance sheet arrangement until a definitive agreement that is unconditionally binding or subject only to customary closing conditions exists or, if there is no such agreement, when settlement of the transaction occurs.
2. Registrants should aggregate off-balance sheet arrangements in groups or categories that provide material information in an efficient and understandable manner and should avoid repetition and disclosure of immaterial information. Effects that are common or similar with respect to a number of off-balance sheet arrangements must be analyzed in the aggregate to the extent the aggregation increases understanding. Distinctions in arrangements and their effects must be discussed to the extent the information is material, but the discussion should avoid repetition and disclosure of immaterial information.
3. For purposes of paragraph (a)(4) of this Item only, contingent liabilities arising out of litigation, arbitration or regulatory actions are not considered to be off-balance sheet arrangements.
4. Generally, the disclosure required by paragraph (a)(4) shall cover the most recent fiscal year. However, the discussion should address changes from the previous year where such discussion is necessary to an understanding of the disclosure.
5. In satisfying the requirements of paragraph (a)(4) of this Item, the discussion of off-balance sheet arrangements need not repeat information provided in the footnotes to the financial statements, provided that such discussion clearly cross-references to specific information in the relevant footnotes and integrates the substance of the footnotes into such discussion in a manner designed to inform readers of the significance of the information that is not included within the body of such discussion.
(b)Interim periods. If interim period financial statements are included or are required to be included by Article 3 of Regulation S-X ( 17 CFR 210), a management's discussion and analysis of the financial condition and results of operations shall be provided so as to enable the reader to assess material changes in financial condition and results of operations between the periods specified in paragraphs (b) (1) and (2) of this Item. The discussion and analysis shall include a discussion of material changes in those items specifically listed in paragraph (a) of this Item, except that the impact of inflation and changing prices on operations for interim periods need not be addressed.
(1)Material changes in financial condition. Discuss any material changes in financial condition from the end of the preceding fiscal year to the date of the most recent interim balance sheet provided. If the interim financial statements include an interim balance sheet as of the corresponding interim date of the preceding fiscal year, any material changes in financial condition from that date to the date of the most recent interim balance sheet provided also shall be discussed. If discussions of changes from both the end and the corresponding interim date of the preceding fiscal year are required, the discussions may be combined at the discretion of the registrant.
(2)Material changes in results of operations. Discuss any material changes in the registrant's results of operations with respect to the most recent fiscal year-to-date period for which an income statement is provided and the corresponding year-to-date period of the preceding fiscal year. If the registrant is required to or has elected to provide an income statement for the most recent fiscal quarter, such discussion also shall cover material changes with respect to that fiscal quarter and the corresponding fiscal quarter in the preceding fiscal year. In addition, if the registrant has elected to provide an income statement for the twelve-month period ended as of the date of the most recent interim balance sheet provided, the discussion also shall cover material changes with respect to that twelve-month period and the twelve-month period ended as of the corresponding interim balance sheet date of the preceding fiscal year. Notwithstanding the above, if for purposes of a registration statement a registrant subject to paragraph (b) of § 210.3-03 of Regulation S-X provides a statement of income for the twelve-month period ended as of the date of the most recent interim balance sheet provided in lieu of the interim income statements otherwise required, the discussion of material changes in that twelve-month period will be in respect to the preceding fiscal year rather than the corresponding preceding period.
2. In preparing the discussion and analysis required by this paragraph (b), the registrant may presume that users of the interim financial information have read or have access to the discussion and analysis required by paragraph (a) for the preceding fiscal year.
3. The discussion and analysis required by this paragraph (b) is required to focus only on material changes. Where the interim financial statements reveal material changes from period to period in one or more significant line items, the causes for the changes shall be described if they have not already been disclosed: Provided, however, That if the causes for a change in one line item also relate to other line items, no repetition is required. Registrants need not recite the amounts of changes from period to period which are readily computable from the financial statements. The discussion shall not merely repeat numerical data contained in the financial statements. The information provided shall include that which is available to the registrant without undue effort or expense and which does not clearly appear in the registrant's condensed interim financial statements.
4. The registrant's discussion of material changes in results of operations shall identify any significant elements of the registrant's income or loss from continuing operations which do not arise from or are not necessarily representative of the registrant's ongoing business.
5. The registrant shall discuss any seasonal aspects of its business which have had a material effect upon its financial condition or results of operation.
6. Any forward-looking information supplied is expressly covered by the safe harbor rule for projections. See Rule 175 under the Securities Act [ 17 CFR 230. 175], Rule 3b-6 under the Exchange Act [ 17 CFR 249.3b-6] and Securities Act Release No. 6084 (June 25, 1979) ( 44 FR 38810).
7. The registrant is not required to include the table required by paragraph (a)(5) of this Item for interim periods. Instead, the registrant should disclose material changes outside the ordinary course of the registrant's business in the specified contractual obligations during the interim period.
(c)Safe harbor.
(1) The safe harbor provided in section 27A of the Securities Act of 1933 ( 15 U.S.C. 77z-2) and section 21E of the Securities Exchange Act of 1934 ( 15 U.S.C. 78u-5) (“statutory safe harbors”) shall apply to forward-looking information provided pursuant to paragraphs (a)(4) and (5) of this Item, provided that the disclosure is made by: an issuer; a person acting on behalf of the issuer; an outside reviewer retained by the issuer making a statement on behalf of the issuer; or an underwriter, with respect to information provided by the issuer or information derived from information provided by the issuer.
(2) For purposes of paragraph (c) of this Item only:
(i) All information required by paragraphs (a)(4) and (5) of this Item is deemed to be a forward looking statement as that term is defined in the statutory safe harbors, except for historical facts.
(ii) With respect to paragraph (a)(4) of this Item, the meaningful cautionary statements element of the statutory safe harbors will be satisfied if a registrant satisfies all requirements of that same paragraph (a)(4) of this Item.
(d)Smaller reporting companies. A smaller reporting company, as defined by § 229.10(f)(1), may provide the information required in paragraph (a)(3)(iv) of this Item for the last two most recent fiscal years of the registrant if it provides financial information on net sales and revenues and on income from continuing operations for only two years. A smaller reporting company is not required to provide the information required by paragraph (a)(5) of this Item.
Title 17 published on 10-Apr-2018 03:57
The following are ALL rules, proposed rules, and notices (chronologically) published in the Federal Register relating to 17 CFR Part 229 after this date.
GPO FDSys XML | Text type regulations.gov FR Doc. 2018-03858 RIN Release Nos. 33-10459 34-82746 SECURITIES AND EXCHANGE COMMISSION Interpretation. Applicable February 26, 2018. 17 CFR Parts 229 and 249 The Securities and Exchange Commission (the “Commission”) is publishing interpretive guidance to assist public companies in preparing disclosures about cybersecurity risks and incidents.
GPO FDSys XML | Text type regulations.gov FR Doc. 2017-26982 RIN 3235-AL95 File No. S7-19-16 Release Nos. 33-10446 34-82280 SECURITIES AND EXCHANGE COMMISSION Notification of compliance date. The compliance date with respect to any Form 10-D that will require hyperlinks to any exhibits filed with Form ABS-EE is June 1, 2018. 17 CFR Parts 229, 232, 239 and 249 The Securities and Exchange Commission (“Commission”) is publishing this document to inform the public that it has set a compliance date for its previously-adopted exhibit hyperlinking requirements for Form 10-Ds that require hyperlinks to any exhibits filed with Form ABS-EE. The Commission on March 1, 2017 required registrants that file registration statements and reports subject to the exhibit requirements under Item 601 of Regulation S-K, or that file Forms F-10 or 20-F, to include a hyperlink to each exhibit listed in the exhibit index of these filings, but deferred setting a compliance date with respect to any Form 10-D that will require hyperlinks to any exhibits filed with Form ABS-EE until the Commission announced that technical programming changes to allow issuers to include Form 10-D and Form ABS-EE in a single submission had been completed, and published a notification of the compliance date for Form 10-D in the Federal Register .
GPO FDSys XML | Text SECURITIES AND EXCHANGE COMMISSION Proposed rule. Comments should be received by January 2, 2018. 17 CFR Parts 229, 230, 232, 239, 240, 249, 270, 274 and 275 We are proposing amendments based on the recommendations made in the staff's Report on Modernization and Simplification of Regulation S-K, as required by Section 72003 of the Fixing America's Surface Transportation Act. The proposed amendments are intended to modernize and simplify certain disclosure requirements in Regulation S-K, and related rules and forms, in a manner that reduces the costs and burdens on registrants while continuing to provide all material information to investors. The amendments are also intended to improve the readability and navigability of disclosure documents and discourage repetition and disclosure of immaterial information. To provide for a consistent set of rules to govern incorporation by reference and hyperlinking, we are also proposing parallel amendments to several rules and forms applicable to investment companies and investment advisers, including proposed amendments that would require certain investment company filings to be submitted in HyperText Markup Language (“HTML”) format.
GPO FDSys XML | Text type regulations.gov FR Doc. 2017-20632 RIN File No. S7-07-13 Release No. 33-10415 34-81673 SECURITIES AND EXCHANGE COMMISSION Interpretation. Effective Date: September 27, 2017. 17 CFR Parts 229 and 249 The Securities and Exchange Commission is publishing interpretive guidance to assist registrants in preparation of their pay ratio disclosures required by Item 402(u) of Regulation S-K.
GPO FDSys XML | Text type regulations.gov FR Doc. 2017-08160 RIN 3235-AL79 File No. S7-02-17 Release No. 33-10349 34-80479 SECURITIES AND EXCHANGE COMMISSION Extension of comment period. Comments should be received on or before July 7, 2017. 17 CFR Parts 210, 211, 229, 231 and 241 The Securities and Exchange Commission is extending the comment period for its request for comment seeking public input as to the disclosures called for by Industry Guide 3, Statistical Disclosure by Bank Holding Companies. The original comment period is scheduled to end on May 8, 2017. The Commission is extending the time period in which to provide the Commission with comments until July 7, 2017. This action will allow interested persons additional time to analyze the issues and prepare their comments.
GPO FDSys XML | Text type regulations.gov FR Doc. 2017-06797 RIN 3235-AL38 File No. S7-09-16 Release Nos. 33-10332 34-80355 SECURITIES AND EXCHANGE COMMISSION Final rule; technical amendments; interpretation. Effective April 12, 2017. 17 CFR Parts 210, 227, 229, 230, 239, 240, and 249 We are adopting technical amendments to conform several rules and forms to amendments made to the Securities Act of 1933 (“Securities Act”) and the Securities Exchange Act of 1934 (“Exchange Act”) by Title I of the Jumpstart Our Business Startups (“JOBS”) Act. To effectuate inflation adjustments required under Title I and Title III of the JOBS Act, we are also adopting new rules that include an inflation-adjusted threshold in the definition of the term “emerging growth company” as well as amendments to adjust the dollar amounts in Regulation Crowdfunding.
GPO FDSys XML | Text type regulations.gov FR Doc. 2017-04365 RIN 3235-AL95 File No. S7-19-16 Release Nos. 33-10322 34-80132 SECURITIES AND EXCHANGE COMMISSION Final rule. Effective on September 1, 2017. Compliance Dates: Registrants must comply with the final rules for filings submitted on or after September 1, 2017. A registrant that is a “smaller reporting company,” as defined in Securities Act Rule 405 and Exchange Act Rule 12b-2, or that is neither a “large accelerated filer” nor an “accelerated filer,” as defined in Exchange Act Rule 12b-2, and that submits filings in ASCII need not comply with the final rules until September 1, 2018, one year after the effective date. The compliance date with respect to any Form 10-D that will require hyperlinks to any exhibits filed with Form ABS-EE is delayed until Commission staff has completed technical programming changes to allow issuers to include such forms in a single submission. Once these programming changes are complete, the Commission will publish in the Federal Register a document notifying the public of the compliance date for Form 10-D. 17 CFR Parts 229, 232, 239 and 249 We are adopting amendments that will require registrants that file registration statements and reports subject to the exhibit requirements under Item 601 of Regulation S-K, or that file Forms F-10 or 20-F, to include a hyperlink to each exhibit listed in the exhibit index of these filings. To enable the inclusion of such hyperlinks, the amendments also require that registrants submit all such filings in HyperText Markup Language (“HTML”) format.
GPO FDSys XML | Text SECURITIES AND EXCHANGE COMMISSION Proposed rule. Comments should be received by May 16, 2017. 17 CFR Parts 229, 230, 232, 239, 249 and 274 We are proposing to require the use of the Inline XBRL format for the submission of operating company financial statement information and mutual fund risk/return summaries. The proposed amendments are intended to improve the data's quality, benefiting investors, other market participants, and other data users, and to decrease, over time, the cost of preparing the data for submission to the Commission. The proposed amendments would also eliminate the requirement for filers to post Interactive Data Files on their Web sites and terminate the Commission's voluntary program for the submission of financial statement information interactive data that is currently available only to investment companies and certain other entities.
GPO FDSys XML | Text type regulations.gov FR Doc. 2017-04329 RIN 3235-AL79 Release No. 33-10321 34-80131 File No. S7-02-17 SECURITIES AND EXCHANGE COMMISSION Request for comment. Comments should be received on or before May 8, 2017. 17 CFR Parts 210, 211, 229, 231 and 241 The Commission is publishing this request for comment to seek public input as to the disclosures called for by Industry Guide 3, Statistical Disclosure by Bank Holding Companies. The financial services industry has changed dramatically since Guide 3 was first published. Consequently, our disclosure guidance may not in all cases reflect recent industry developments or changes in accounting standards related to financial and other reporting requirements.
GPO FDSys XML | Text SECURITIES AND EXCHANGE COMMISSION Extension of comment period. Comments should be received on or before November 2, 2016. 17 CFR Parts 210, 229, 230, 239, 240, 249, and 274 The Securities and Exchange Commission is extending the comment period for a proposal to amend certain of its disclosure requirements that may have become redundant, duplicative, overlapping, outdated, or superseded, in light of other Commission disclosure requirements, U.S. Generally Accepted Accounting Principles (“U.S. GAAP”), International Financial Reporting Standards (“IFRS”), or changes in the information environment [Release No. 33-10110; 34-78310; IC-32175; 81 FR 51607 (July 13, 2016)]. The release also solicits comment on certain Commission disclosure requirements that overlap with, but require information incremental to, U.S. GAAP to determine whether to retain, modify, eliminate, or refer them to the Financial Accounting Standards Board for potential incorporation into U.S. GAAP. The original comment period is scheduled to end on October 3, 2016. The Commission is extending the time period in which to provide the Commission with comments until November 2, 2016. This action will allow interested persons additional time to analyze the issues and prepare their comments.
GPO FDSys XML | Text type regulations.gov FR Doc. 2016-21313 RIN 3235-AL95 Release Nos. 33-10201 34-78737 File No. S7-19-16 SECURITIES AND EXCHANGE COMMISSION Proposed rule. Comments should be received on or before October 27, 2016. 17 CFR Parts 229, 232, 239 and 249 We are proposing amendments that would require registrants that file registration statements and periodic and current reports that are subject to the exhibit requirements under Item 601 of Regulation S-K, or that file on Forms F-10 or 20-F, to include a hyperlink to each exhibit listed in the exhibit index of these filings. To enable the inclusion of such hyperlinks, the proposed amendments would also require that registrants submit all such filings in HyperText Markup Language (“HTML”) format.
GPO FDSys XML | Text type regulations.gov FR Doc. 2016-20906 RIN Release No. 33-10198 34-78687 File No. S7-18-16 SECURITIES AND EXCHANGE COMMISSION Request for comment. Comments should be received on or before October 31, 2016. 17 CFR Part 229 The Commission is requesting public comment on certain disclosure requirements in Regulation S-K relating to management, certain security holders, and corporate governance matters contained in Subpart 400. This request is part of an initiative by the Division of Corporation Finance to review the disclosure requirements in Regulation S-K to consider ways to improve them for the benefit of investors and registrants. Comments received in response to this request for comment will also inform the Commission's study on Regulation S-K, which is required by Section 72003 of the Fixing America's Surface Transportation Act (“FAST Act”).
GPO FDSys XML | Text type regulations.gov FR Doc. 2016-20548 RIN 3235-AL53 Release Nos. 33-10127 34-78652 File No. S7-10-16 SECURITIES AND EXCHANGE COMMISSION Proposed rule; extension of comment period. The comment period for the proposed rule published June 27, 2016, at 81 FR 41651, is extended. Comments should be received on or before September 26, 2016. 17 CFR Parts 229, 239, and 249 The Securities and Exchange Commission is extending the comment period for a release proposing revisions to the property disclosure requirements for mining registrants and related guidance [Release Nos. 33-10098 and 34-78086 (June 16, 2016)], published June 27, 2016. The original comment period is scheduled to end on August 26, 2016. The Commission is extending the time period in which to provide the Commission with comments until September 26, 2016. This action will allow interested persons additional time to analyze the issues and prepare their comments.
GPO FDSys XML | Text SECURITIES AND EXCHANGE COMMISSION Proposed rule. Comments should be received on or before October 3, 2016. 17 CFR Parts 210, 229, 230, 239, 240, 249, and 274 We are proposing amendments to certain of our disclosure requirements that may have become redundant, duplicative, overlapping, outdated, or superseded, in light of other Commission disclosure requirements, U.S. Generally Accepted Accounting Principles (“U.S. GAAP”), International Financial Reporting Standards (“IFRS”), or changes in the information environment. We are also soliciting comment on certain Commission disclosure requirements that overlap with, but require information incremental to, U.S. GAAP to determine whether to retain, modify, eliminate, or refer them to the Financial Accounting Standards Board (“FASB”) for potential incorporation into U.S. GAAP. The proposed amendments are intended to facilitate the disclosure of information to investors, while simplifying compliance efforts, without significantly altering the total mix of information provided to investors. These proposals are part of an initiative by the Division of Corporation Finance to review disclosure requirements applicable to issuers to consider ways to improve the requirements for the benefit of investors and issuers. We are also issuing these proposals as part of our efforts to implement title LXXII, section 72002(2) of the Fixing America's Surface Transportation Act.
GPO FDSys XML | Text type regulations.gov FR Doc. 2016-15674 RIN 3235-AL90 Release No. 33-10107 34-78168 File No. S7-12-16 SECURITIES AND EXCHANGE COMMISSION Proposed rule. Comments should be received on or before August 30, 2016. 17 CFR Parts 229, 230, and 240 We are proposing amendments to the definition of “smaller reporting company” as used in our rules and regulations. The proposed amendments, which would expand the number of registrants that qualify as smaller reporting companies, are intended to promote capital formation and reduce compliance costs for smaller registrants, while maintaining investor protections. Registrants with less than $250 million in public float would qualify, as would registrants with zero public float if their revenues were below $100 million in the previous year.
GPO FDSys XML | Text type regulations.gov FR Doc. 2016-14632 RIN 3235-AL81 File No. S7-10-16 Release Nos. 33-10098 34-78086 SECURITIES AND EXCHANGE COMMISSION Proposed rule. Comments should be received on or before August 26, 2016. 17 CFR Parts 229, 239, and 249 We are proposing revisions to the property disclosure requirements for mining registrants, and related guidance, currently set forth in Item 102 of Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934 and in Industry Guide 7. The proposed revisions are intended to provide investors with a more comprehensive understanding of a registrant's mining properties, which should help them make more informed investment decisions. The proposed revisions would also modernize the Commission's disclosure requirements and policies for mining properties by aligning them with current industry and global regulatory practices and standards. In addition, we are proposing to rescind Industry Guide 7 and include the Commission's mining property disclosure requirements in a new subpart of Regulation S-K.
GPO FDSys XML | Text type regulations.gov FR Doc. 2016-14730 RIN File No. S7-08-10 Release Nos. 33-10099 34-78088 SECURITIES AND EXCHANGE COMMISSION Technical amendment. Effective June 22, 2016. 17 CFR Parts 229, 230, 239 and 249 This release makes technical corrections to rules that were published in the Federal Register on September 24, 2014 (79 FR 57184). The Commission adopted revisions to Regulation AB and other rules governing the offering process, disclosure, and reporting for asset-backed securities. These technical amendments are being published to restore rule text that was inadvertently changed, revise outdated cross-references, and make other technical corrections.
GPO FDSys XML | Text type regulations.gov FR Doc. 2016-09056 RIN 3235-AL78 Release No. 33-10064 34-77599 File No. S7-06-16 SECURITIES AND EXCHANGE COMMISSION Concept release. Comments should be received on or before July 21, 2016. 17 CFR Parts 210, 229, 230, 232, 239, 240 and 249 The Commission is publishing this concept release to seek public comment on modernizing certain business and financial disclosure requirements in Regulation S-K. These disclosure requirements serve as the foundation for the business and financial disclosure in registrants' periodic reports. This concept release is part of an initiative by the Division of Corporation Finance to review the disclosure requirements applicable to registrants to consider ways to improve the requirements for the benefit of investors and registrants.
GPO FDSys XML | Text type regulations.gov FR Doc. 2016-00872 RIN 3235-AL88 Release No. 33-10003 File No. S7-01-16 SECURITIES AND EXCHANGE COMMISSION Interim final rule; request for comment. Effective date: The interim final rule is effective on January 19, 2016. Comment date: Comments on the interim final rules should be received on or before February 18, 2016. 17 CFR PARTS 229 and 239 The Securities and Exchange Commission (“Commission”) is adopting interim final amendments to its rules and forms to implement Sections 71003 and 84001 of the Fixing America's Surface Transportation (“FAST”) Act, which require that the Commission revise Forms S-1 and F-1 to permit emerging growth companies to omit financial information for certain historical periods and revise Form S-1 to permit forward incorporation by reference for smaller reporting companies.
GPO FDSys XML | Text type regulations.gov FR Doc. 2015-19600 RIN 3235-AL47 File No. S7-07-13 Release Nos. 33-9877 34-75610 SECURITIES AND EXCHANGE COMMISSION Final rule. Effective Date: October 19, 2015. Compliance Date: Registrants must comply with the final rule for the first fiscal year beginning on or after January 1, 2017. 17 CFR Parts 229, 240, and 249 We are adopting amendments to Item 402 of Regulation S-K to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Section 953(b) directs the Commission to amend Item 402 of Regulation S-K to require disclosure of the median of the annual total compensation of all employees of a registrant (excluding the chief executive officer), the annual total compensation of that registrant's chief executive officer, and the ratio of the median of the annual total compensation of all employees to the annual total compensation of the chief executive officer. The disclosure is required in any annual report, proxy or information statement, or registration statement that requires executive compensation disclosure pursuant to Item 402 of Regulation S-K. The disclosure requirement does not apply to emerging growth companies, smaller reporting companies, or foreign private issuers.
GPO FDSys XML | Text SECURITIES AND EXCHANGE COMMISSION Proposed rule. Comments should be received on or before September 14, 2015. 17 CFR Parts 229, 240, 249, and 274 We are proposing a new rule and rule and form amendments to implement the provisions of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which added Section 10D to the Securities Exchange Act of 1934. Section 10D requires the Commission to adopt rules directing the national securities exchanges and national securities associations to prohibit the listing of any security of an issuer that is not in compliance with Section 10D's requirements for disclosure of the issuer's policy on incentive-based compensation and recovery of incentive-based compensation that is received in excess of what would have been received under an accounting restatement. The proposed rule and rule amendments would direct the national securities exchanges and national securities associations to establish listing standards that would require each issuer to develop and implement a policy providing for the recovery, under certain circumstances, of incentive-based compensation based on financial information required to be reported under the securities laws that is received by current or former executive officers, and require the disclosure of the policy. A listed issuer would be required to file the policy as an exhibit to its annual report.
GPO FDSys XML | Text type regulations.gov FR Doc. 2015-10429 RIN 3235-AL00 Release No. 34-74835 File No. S7-07-15 SECURITIES AND EXCHANGE COMMISSION Proposed rule. Comments should be received on or before July 6, 2015. 17 CFR Parts 229 and 240 We are proposing amendments to Item 402 of Regulation S-K to implement Section 14(i) of the Securities Exchange Act of 1934 (the “Exchange Act”), as added by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). Section 14(i) directs the Commission to adopt rules requiring registrants to disclose in a clear manner the relationship between executive compensation actually paid and the financial performance of the registrant. The proposed disclosure would be required in proxy or information statements in which executive compensation disclosure pursuant to Item 402 of Regulation S-K is required. The proposed disclosure requirements would not apply to emerging growth companies or foreign private issuers.
GPO FDSys XML | Text SECURITIES AND EXCHANGE COMMISSION Proposed rule. Comments should be received on or before April 20, 2015. 17 CFR Parts 229 and 240 We are proposing amendments to our rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which requires annual meeting proxy statement disclosure of whether employees or members of the board of directors are permitted to engage in transactions to hedge or offset any decrease in the market value of equity securities granted to the employee or board member as compensation, or held directly or indirectly by the employee or board member. The proposed disclosure would be required in a proxy statement or information statement relating to an election of directors, whether by vote of security holders at a meeting or an action authorized by written consent.
GPO FDSys XML | Text type regulations.gov FR Doc. 2015-02425 RIN File No. S7-08-10 Release Nos. 33-9720 34-74194 SECURITIES AND EXCHANGE COMMISSION Technical amendment. Effective February 6, 2015. 17 CFR Parts 229, 230, and 232 This release makes technical corrections to rules that were published in the Federal Register on September 24, 2014. The Commission adopted revisions to Regulation AB and other rules governing the offering process, disclosure, and reporting for asset-backed securities. These technical amendments are being published to reinstate language that was inadvertently removed and make other technical corrections.
GPO FDSys XML | Text type regulations.gov FR Doc. 2014-21375 RIN 3235-AK37 File No. S7-08-10 Release Nos. 33-9638 34-72982 SECURITIES AND EXCHANGE COMMISSION Final rule. Effective Date: November 24, 2014. Compliance Dates: Offerings on Forms SF-1 and SF-3: Registrants must comply with new rules, forms, and disclosures no later than November 23, 2015. Asset level Disclosures: Offerings of asset-backed securities backed by residential mortgages, commercial mortgages, auto loans, auto leases, and debt securities (including resecuritizations) must comply with asset-level disclosure requirements no later than November 23, 2016. Forms 10-D and 10-K: Any Form 10-D or Form 10-K that is filed after November 23, 2015 must comply with new rules and disclosures, except asset-level disclosures. 17 CFR Parts 229, 230, 232, 239, 240, 243, and 249 We are adopting significant revisions to Regulation AB and other rules governing the offering process, disclosure, and reporting for asset-backed securities (“ABS”). The final rules require that, with some exceptions, prospectuses for public offerings under the Securities Act of 1933 (“Securities Act”) and ongoing reports under the Securities Exchange Act of 1934 (“Exchange Act”) of asset-backed securities backed by real estate related assets, auto related assets, or backed by debt securities, including resecuritizations, contain specified asset-level information about each of the assets in the pool. The asset-level information is required to be provided according to specified standards and in a tagged data format using eXtensible Markup Language (“XML”). We also are adopting rules to revise filing deadlines for ABS offerings to provide investors with more time to consider transaction-specific information, including information about the pool assets. We are also adopting new registration forms tailored to ABS offerings. The final rules also repeal the credit ratings references in shelf eligibility criteria for ABS issuers and establish new shelf eligibility criteria.
GPO FDSys XML | Text type regulations.gov FR Doc. 2014-07356 RIN 3235-AK37 File No. S7-08-10 Release Nos. 33-9568 34-71830 SECURITIES AND EXCHANGE COMMISSION Extension of comment period. Comments should be received on or before April 28, 2014. 17 CFR Parts 200, 229, 230, 232, 239, 240, 243, and 249 On February 25, 2014, the Securities and Exchange Commission re-opened the comment period on two releases related to asset-backed securities. The Commission re-opened the comment period to permit interested persons to comment on an approach for the dissemination of potentially sensitive asset-level data. The comment period is scheduled to end on March 28, 2014. In light of public interest in providing comment on the approach, the Commission is extending the comment period until April 28, 2014 to permit interested persons additional time to analyze and comment on the approach.
GPO FDSys XML | Text type regulations.gov FR Doc. 2014-04433 RIN 3235-AK37 Release Nos. 33-9552 34-71611 File No. S7-08-10 SECURITIES AND EXCHANGE COMMISSION Re-opening of comment period. Comments should be received on or before March 28, 2014. 17 CFR Parts 200, 229, 230, 232, 239, 240, 243, and 249 The Securities and Exchange Commission is re-opening the comment period on two releases, Asset-Backed Securities, Securities Act Release No. 33-9117 (Apr. 7, 2010), 75 FR 23328 (the “2010 ABS Proposing Release”) and Re-Proposal of Shelf Eligibility Conditions for Asset-Backed Securities, Securities Act Release No. 33-9244 (July 26, 2011), 76 FR 47948 (the “2011 ABS Re-Proposing Release”). The Commission is re-opening the comment period to permit interested persons to comment on an approach for the dissemination of potentially sensitive asset-level data. This approach is discussed in a staff memorandum included in the public comment file.
GPO FDSys XML | Text type regulations.gov FR Doc. 2013-23073 RIN 3235-AL47 Release Nos. 33-9452 34-70443 File No. S7-07-13 SECURITIES AND EXCHANGE COMMISSION Proposed rule. Comments should be received on or before December 2, 2013. 17 CFR Parts 229 and 249 We are proposing amendments to Item 402 of Regulation S-K to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Section 953(b) directs the Commission to amend Item 402 of Regulation S-K to require disclosure of the median of the annual total compensation of all employees of an issuer (excluding the chief executive officer), the annual total compensation of that issuer's chief executive officer and the ratio of the median of the annual total compensation of all employees to the annual total compensation of the chief executive officer. The proposed disclosure would be required in any annual report, proxy or information statement or registration statement that requires executive compensation disclosure pursuant to Item 402 of Regulation S-K. The proposed disclosure requirements would not apply to emerging growth companies, smaller reporting companies or foreign private issuers.
GPO FDSys XML | Text type regulations.gov FR Doc. 2012-17449 RIN Release Nos. 33-9337 34-67432 SECURITIES AND EXCHANGE COMMISSION Technical amendments. Effective July 18, 2012. 17 CFR Part 229 Notice is hereby given of the publication of technical amendments to Guide 3, Statistical Disclosure by Bank Holding Companies (“Industry Guide 3”), and Guide 7, Description of Property by Issuers Engaged or to be Engaged in Significant Mining Operations (“Industry Guide 7”), of the Securities Act of 1933 Industry Guides (“Industry Guides”). These revisions are to conform the Industry Guides to the FASB Accounting Standards Codification TM (“FASB Codification”).
GPO FDSys XML | Text type regulations.gov FR Doc. 2012-15408 RIN 3235-AK95 Release Nos. 33-9330 34-67220 File No. S7-13-11 SECURITIES AND EXCHANGE COMMISSION Final rule. Effective Date: July 27, 2012. Compliance Dates: Each national securities exchange and national securities association must provide to the Commission, no later than September 25, 2012, proposed rule change submissions that comply with the requirements of Exchange Act Rule 10C-1. Further, each national securities exchange and national securities association must have final rules or rule amendments that comply with Rule 10C-1 approved by the Commission no later than June 27, 2012. Issuers must comply with the disclosure changes in Item 407 of Regulation S-K in any proxy or information statement for an annual meeting of shareholders (or a special meeting in lieu of the annual meeting) at which directors will be elected occurring on or after January 1, 2013. 17 CFR Parts 229 and 240 We are adopting a new rule and amendments to our proxy disclosure rules to implement Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which added Section 10C to the Securities Exchange Act of 1934. Section 10C requires the Commission to adopt rules directing the national securities exchanges and national securities associations to prohibit the listing of any equity security of an issuer that is not in compliance with Section 10C's compensation committee and compensation adviser requirements. In accordance with the statute, new Rule 10C-1 directs the national securities exchanges to establish listing standards that, among other things, require each member of a listed issuer's compensation committee to be a member of the board of directors and to be “independent,” as defined in the listing standards of the national securities exchanges adopted in accordance with the final rule. In addition, pursuant to Section 10C(c)(2), we are adopting amendments to our proxy disclosure rules concerning issuers' use of compensation consultants and related conflicts of interest.
- 17 CFR 229.1207 — (Item 1207) Delivery Commitments.
- 17 CFR 240.14a-101 — Schedule 14A. Information Required in Proxy Statement.
- 17 CFR 230.175 — Liability for Certain Statements by Issuers.
- 17 CFR 229.201 — (Item 201) Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters.
- 17 CFR 240.14a-3 — Information to Be Furnished to Security Holders.
- 17 CFR 230.168 — Exemption From Sections 2(a)(10) and 5(c) of the Act for Certain Communications of Regularly Released Factual Business Information and Forward-Looking Information.
- 17 CFR 260.0-11 — Liability for Certain Statements by Issuers.
- 17 CFR 232.401 — XBRL-Related Document Submissions.
- 17 CFR 240.3b-6 — Liability for Certain Statements by Issuers.