Advisories

SEC Issues Interpretive Guidance Regarding Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

February 2004

The Securities and Exchange Commission recently issued interpretive guidance regarding Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A). The SEC was careful to note that it was not modifying any existing disclosure requirements or creating any new legal requirements. Instead, the guidance was intended to assist companies in preparing MD&A disclosure that is easier to follow and understand, and to assist in providing information that more completely satisfies the objectives of MD&A. Because the SEC has indicated that future MD&A review by the Division of Corporation Finance will consider whether companies are following this guidance, we think that public companies should revisit their MD&A disclosure with an eye toward incorporating the SEC’s advice.