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To provide flexibility for company-specific disclosure, the amendments allow a registrant to disaggregate the specified categories by using other categories suitable to its business, but the table must include all of the obligations that fall within specified categories.
GAAP already requires registrants to aggregate and assess all of the specified categories, except for purchase obligations.
Accordingly, the first three categories of contractual obligations are defined by reference to the relevant U.
GAAP should include contractual obligations in the table that are consistent with the classifications used in the GAAP under which its primary financial statements are prepared.
The amendments provide a definition of "purchase obligations.
In that case, the table should include footnotes to inform investors of the payments that are subject to market risk, if that information is material to investors. In addition, the footnotes should discuss any material termination or renewal provisions to the extent necessary for an understanding of the timing and amount of the registrant's payments under its purchase obligations.
Presentation of Disclosure 1. First, a distinct presentation of the information will highlight it for readers and enable investors to more easily compare disclosure of different companies. For example, a registrant may choose to include the financial impact of its off-balance sheet arrangements e.
The information should not be presented in such a manner that only an accountant or financial analyst or an expert on a particular industry would be able to fully understand it. Cross-Referencing to the Financial Statements In response to the Proposing Release, eight commenters noted that some of the disclosures appear to be redundant with GAAP disclosure requirements.
Registrants should ensure that the quality of the discussion of off-balance sheet arrangements has not diminished as a result of including a cross-reference.
In addition, the disclosure in the referenced footnotes should comply with the language and format requirements discussed above. On the Compliance Date for the amendments relating to disclosure of the table of contractual obligations, the guidance in the Commission Statement on disclosure of the table of contractual obligations also will be superseded by the amendments.
All other guidance issued in the Commission Statement will remain in effect. While the Compliance Dates for the amendments applies to annual reports, registration statements and proxy or information statements that are required to include financial statements for the fiscal years ending on or after June 15, for disclosure about off-balance sheet arrangements and December 15, for the table of contractual obligations, we assume that registrants with fiscal years ending before the Compliance Dates will continue to follow the guidance in the Commission Statement.
Registrants may voluntarily comply with the new disclosure requirements before the Compliance Dates.
In response to the Proposing Release, three commenters believed that the rules should apply to foreign private issuers, five commenters believed that the rules should not apply to MJDS filers, and four commenters believed that the Sarbanes-Oxley Act does not, and should not, require the proposals to be applied to foreign private issuers and MJDS filers.
There are two additional reasons for applying the amendments to foreign private issuers' annual reports filed with the Commission. First, investors and others would enjoy the same benefits from expanded off-balance sheet disclosure in foreign private issuers' annual reports as they would from this disclosure in domestic issuers' annual reports.
We believe this desirable policy should continue. We have, however, supplemented these disclosure requirements with specific required items of information. Section a of the Sarbanes-Oxley Act also requires the Commission to adopt off-balance sheet disclosure rules that apply to "each quarterly financial report required to be filed with the Commission.
GAAP or a non-U. GAAP, and any differences between foreign and U. GAAP, if it would be necessary for an understanding of the financial statements as a whole.
The definition of "off-balance sheet arrangements" covers the same types of arrangements regardless of whether a registrant is a foreign private issuer or a domestic issuer. We believe that the references to U.
GAAP in the definition best achieve the appropriate scope of arrangements that require more transparent disclosure, regardless of any particular accounting treatment. To identify the types of arrangements that are subject to disclosure under the amendments, a foreign private issuer must assess its guarantee contracts and variable interests pursuant to U.
Foreign private issuers must already make this assessment when they reconcile or prepare their financial statements in accordance with U. Safe Harbor for Forward-Looking Information Some of the disclosure required by the amendments would require disclosure of forward-looking information.
The statutory safe harbors contain provisions to protect forward-looking statements against private legal actions that are based on allegations of a material misstatement or omission. First, a forward-looking statement will fall within the safe harbors if identified as forward-looking and accompanied by meaningful cautionary statements that identify important factors that could cause actual results to differ materially from those in the forward-looking statement.
Second, the safe harbors protect from private liability any forward-looking statement that is not material. Finally, the safe harbors preclude private liability if a plaintiff fails to prove that the forward-looking statement was made by or with the approval of an executive officer of the registrant who had actual knowledge that it was false or misleading.
The statutory safe harbors cover statements by reporting companies, persons acting on their behalf, outside reviewers retained by them, and their underwriters when using information from, or derived from, the companies.
Because we believe that it would promote more meaningful disclosure, we are invoking rulemaking authority under Sections 27A and 21E to create a new safe harbor to ensure the application of the statutory safe harbors to the forward-looking statements required under the amendments.
The safe harbor is designed to remove possible ambiguity about whether the statutory safe harbors would apply to the forward-looking statements made in response to the amendments. The safe harbor specifies that, except for historical facts, the disclosure would be deemed to be a "forward looking statement" as that term is defined in the statutory safe harbors.Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”), its network of member firms, and their related entities.
DTTL and each of its member firms are legally separate and independent entities.
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