California Corporate & Securities Law Blog

What, If Anything, Is Wrong With The Contractual Obligations Table?

Written by Keith Paul Bishop | March 4, 2016

Many readers will recognize the table above as being required by Item 303(a)(5) of Regulation S-K.  The Securities and Exchange Commission added this disclosure requirement in 2003, explaining in the adopting release:

Aggregated information about a registrant's contractual obligations in a single location will provide useful context for investors to assess a registrant's short- and long-term liquidity and capital resource needs and demands.

How clear is the required tabular disclosure? Does the "1-3 years" column require disclosure of obligations due in year 1?  If so, it duplicates the obligations disclosed in "Less than 1 year".  Does the "3-5 years" column include year 3 obligations?  If so, that column duplicates year 3 obligations included in the "1-3 years" column.  If the SEC intended overlapping disclosures, why?  If it did not, are these column headings clear?  Can it really be said that this table provides "useful context for investors"?