D.4 MD&A — Results of Operations
Sample Disclosure
Results of Operations
Our ETR for fiscal years 20X3, 20X2, and 20X1
was XX percent, XX percent, and XX percent, respectively. Our
tax rate is affected by recurring items, such as tax rates in
foreign jurisdictions and the relative amounts of income we earn
in those jurisdictions, which we expect to be fairly consistent
in the near term. It is also affected by discrete items that may
occur in any given year but are not consistent from year to
year. In addition to state income taxes, the following items had
the most significant impact on the difference between our
statutory U.S. federal income tax rate of XX percent and our
ETR:
20X3
- A $XXX (XX percent) reduction resulting from changes in UTBs for tax positions taken in prior periods, related primarily to favorable developments in an IRS position. Note that a detailed explanation of the change and the amount previously recorded as a UTB would be expected.
- A $XXX (XX percent) increase resulting from multiple unfavorable foreign audit assessments. Note that a detailed explanation of the change and the amount previously recorded as a UTB would be expected.
- A $XXX (XX percent) reduction resulting from rate differences between U.S. and non-U.S. jurisdictions. No taxes were provided for those undistributed foreign earnings that are indefinitely reinvested. Note that a discussion of the countries significantly affecting the overall effective rate would be expected.
- A $XXX (XX percent) increase from noncash impairment charges for goodwill that is nondeductible for tax purposes.
20X2
The notes accompanying the 20X3 items above also
apply to the 20X2 items listed below.
- A $XXX (XX percent) increase resulting from the resolution of U.S. state audits.
- A $XXX (XX percent) increase resulting from a European Commission penalty, which was not tax deductible.
- A $XXX (XX percent) reduction resulting from rate differences between U.S. and non-U.S. jurisdictions.
20X1
The notes accompanying the 20X3 items above also
apply to the 20X1 items listed below.
- A $XXX (XX percent) reduction resulting from the reversal of previously accrued taxes from an IRS settlement.
- A $XXX (XX percent) reduction resulting from rate differences between U.S. and non-U.S. jurisdictions.
For more information, see SEC Regulation
S-K, Item 303.
SEC Regulation S-K, Item
303(b)(2)(ii), requires registrants to “[d]escribe any known trends
or uncertainties that have had or that are reasonably likely to have a material
favorable or unfavorable impact on net sales or revenues or income from continuing
operations.” The sample disclosures below present various descriptions registrants might
provide under this requirement.
Sample Disclosure
Early Warning of Possible Valuation Allowance Recognition in
Future Periods
As of December 31, 20X1, we had approximately $XX million in net
DTAs. These DTAs include approximately $XX million related to
NOL carryforwards that can be used to offset taxable income in
future periods and reduce our income taxes payable in those
future periods. Many of these NOL carryforwards will expire if
they are not used within certain periods. At this time, we
consider it more likely than not that we will have sufficient
taxable income in the future that will allow us to realize these
DTAs. However, it is possible that some or all of these NOL
carryforwards could ultimately expire unused, especially if our
Component X restructuring initiative is not successful.
Therefore, unless we are able to generate sufficient taxable
income from our Component Y operations, a substantial valuation
allowance to reduce our U.S. DTAs may be required, which would
materially increase our expenses in the period the allowance is
recognized and materially adversely affect our results of
operations and statement of financial condition.
Sample Disclosure
Early Warning of Possible Valuation Allowance Reversal in
Future Periods
We recorded a valuation allowance against all of our DTAs as of
both December 31, 20X2, and December 31, 20X1. We intend to
continue maintaining a full valuation allowance on our DTAs
until there is sufficient evidence to support the reversal of
all or some portion of these allowances. However, given our
current earnings and anticipated future earnings, we believe
that there is a reasonable possibility that within the next 12
months, sufficient positive evidence may become available to
allow us to reach a conclusion that a significant portion of the
valuation allowance will no longer be needed. Release of the
valuation allowance would result in the recognition of certain
DTAs and a decrease to income tax expense for the period the
release is recorded. However, the exact timing and amount of the
valuation allowance release are subject to change on the basis
of the level of profitability that we are able to actually
achieve.
Connecting the Dots
Companies should specify the positive and negative evidence they
evaluated, the jurisdiction, and the potential amount of valuation allowance
that may be recorded or reversed.
Sample Disclosure
Change in Tax Laws Affecting Future Periods
Changes in tax laws and rates may affect recorded DTAs and DTLs
and our ETR in the future. In January 20X4, Country X made
significant changes to its tax laws, including certain changes
that were retroactive to our 20X3 tax year. Because a change in
tax law is accounted for in the period of enactment, the
retroactive effects cannot be recognized in our 20X3 financial
results and instead will be reflected in our 20X4 financial
results. We estimate that a benefit of approximately $XXX will
be accounted for as a discrete item in our tax provision for the
first quarter of 20X4. In addition, we expect this tax law
change to favorably affect our estimated AETR for 20X4 by
approximately X percentage points as compared to 20X3.
Sample Disclosure
Global Minimum Corporate Tax Rate
On October 8, 2021, the OECD announced that members of the
OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting
(the “Inclusive Framework”) agreed to a two-pillar solution to
address the tax challenges associated with the digitalization of
the economy. On December 20, 2021, the OECD released the
Pillar Two model rules, which define the
global minimum tax and call for the taxation of large
corporations at a minimum rate of 15 percent. The OECD has since
issued commentary and additional administrative guidance related
to the Inclusive Framework agreement.
Although we are unable to predict when and how the Inclusive
Framework agreement will be enacted into law in member
countries, it is possible that its implementation, including the
global minimum corporate tax rate, could have a material effect
on the liability for corporate taxes and consolidated ETR in the
United States.