Course Handbook  Course Handbook

MD&A In-Depth Workshop 2018

Publication Date: November 2018 Number of Volumes: 1
ISBN Number: na Page Count: 606 pages

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Table of Contents
Chapter 1: SEC Institute, Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations (Principal Source of Requirement—Item 303 of Regulations S-K, as Interpreted by Financial Reporting Release No. 36 and No. 72)
Chapter 2: SEC Institute, Reminder List—A Creative Approach to Writing Your MD&A (Revised January 2018)
Chapter 3: W. Brinkley Dickerson, Jr., Troutman Sanders LLP, MD&A “Top-Down” Checklist
Chapter 4: Boris Feldman, Navigating the Safe Harbor for Forward-Looking Statements
Chapter 5: PwC-MD&A Report, Report of Independent Accountants on Management’s Discussion and Analysis of Financial Condition and Results of Operations, Goldman Sachs Prospectus (March 15, 1999)
Chapter 6: SEC Institute, SEC Guidance for Non-GAAP Measures (Revised January 2018)
Chapter 7: U.S. Securities and Exchange Commission, Compliance & Disclosure Interpretations: Non-GAAP Financial Measures (Last Update: April 4, 2018)
Chapter 8: United States of America Before the Securities and Exchange Commission, In the Matter of Caterpillar Inc., Order Instituting Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934 and Opinion and Order of the Commission
Chapter 9: United States of America Before the Securities and Exchange Commission, Exchange Release No. 40305, AAER No. 1061, Administrative Proceeding File No. 3-9666, In the Matter of Sony Corporation and Sumio Sano, Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934 and Findings and Order of the Commission (August 5, 1998)
Chapter 10: United States of America Before the Securities and Exchange Commission, Exchange Release No. 72888, Administrative Proceeding File No. 3-16028, In the Matter of Bank of America Corporation, Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing Cease-and-Desist Order and Civil Penalty (August 21, 2014)
Chapter 11: United States of America Before the Securities and Exchange Commission, Exchange Release No. 8569, AAER No. 2232, Administrative Proceeding File No. 3-11902, In the Matter of The Coca-Cola Company, Order Instituting Cease-and-Desist Proceedings, Making Findings and Imposing a Cease-and-Desist Order Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934 (April 18, 2005)
Chapter 12: United States of America Before the Securities and Exchange Commission, Exchange Release No. 80947, AAER No. 3877, Administrative Proceeding File No. 3-18024, In the Matter of Eric W. Kirchner and Richard G. Rodick, Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (June 15, 2017)
Chapter 13: Tabular Example of Critical Accounting Estimates: Kaman Corporation, Form 10-K for the Fiscal Year Ended December 31, 2014
Chapter 14: The Coca-Cola Company, Form 10-K for the Fiscal Year Ended December 31, 2017 (excerpt—example MD&A disclosure)
Chapter 15: The Procter & Gamble Company, Form 10-K for the Fiscal Year Ended June 30, 2018 (excerpt—example MD&A disclosure)
Chapter 16: Kaman Corporation, Form 10-K for the Fiscal Year Ended December 31, 2017 (excerpt—example MD&A disclosure)
Chapter 17: Tesla, Inc., Form 10-K for the Fiscal Year Ended December 31, 2017 (excerpt—example MD&A disclosure)
Chapter 18: Caterpillar, Form 10-K for the Fiscal Year Ended December 31, 2017 (excerpt—example MD&A disclosure)
Chapter 19: Brown-Forman Corporation, Form 10-K for the Fiscal Year Ended April 30, 2018 (excerpt—example MD&A disclosure)
Chapter 20: Target Corporation, Form 10-K for the Fiscal Year Ended February 3, 2018 (excerpt—example MD&A disclosure)
Chapter 21: Intel Corporation, Form 10-K for the Fiscal Year Ended December 30, 2017 (excerpt—example MD&A disclosure)
Chapter 22: Matter of Salant Corporation and Martin F. Tynan, AAER No. 561, Exchange Release No. 34046, Administrative Proceeding File No. 3-8362 (May 12, 1994)
Chapter 23: SEC Institute, Example SEC Comments on Management’s Discussion and Analysis (August 29, 2018)
Chapter 24: SEC Institute, SEC Frequent Comments—Recent Examples in Specific Areas (Updated September 2017)
Chapter 25: U.S. Securities and Exchange Commission, Division of Corporation Finance, Financial Reporting Manual (selected pages) (last updated December 1, 2017)
Chapter 26: U.S. Securities and Exchange Commission, Division of Corporation Finance, Financial Reporting Manual: Topic 9—Management’s Discussion and Analysis of Financial Position and Results of Operations (MD&A) (last updated December 1, 2017)
Chapter 27: U.S. Securities and Exchange Commission, Commission Statement and Guidance on Public Company Cybersecurity Disclosures, 17 CFR Parts 229 and 249, Release Nos. 33-10459; 34-82746 (February 21, 2018)
Chapter 28: U.S. Securities and Exchange Commission, Division of Corporation Finance, CF Disclosure Guidance: Topic No. 2, Cybersecurity (October 13, 2011)
Chapter 29: U.S. Securities and Exchange Commission, Summary by the Division of Corporation Finance of Significant Issues Addressed in the Review of the Periodic Reports of the Fortune 500 Companies (February 27, 2003)

This Course Handbook was compiled for the program, MDA In-Depth Workshop 2018.

PLI’s nationally acclaimed course handbooks represent the definitive thinking on timely topics and are considered the standard reference in the field. This course handbook is prepared specifically for the program and stands alone as a permanent reference.

Chairperson(s)
George M. Wilson, SEC Institute, a Division of PLI
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