This two-day workshop provides an in-depth review and practical guidance – from disclosure requirements to organization, and from drafting tips to illustrative examples – for preparing Management Discussion and Analysis of Financial Condition and Results of Operations (MD&A). MD&A is critically important because it appears or is incorporated by reference in each annual report, quarterly report and registration statement filed by companies with U.S.-traded securities. Topics covered include Regulation S-K requirements and FR 36, FR 60, and FR 72; the SEC’s Compliance and Disclosure Interpretations on MD&A; the IASB Management Commentary framework; key performance indicators and non-GAAP financial measures; safe harbors to present forward-looking information and non-GAAP measures; disclosure concerning trends, commitments, events, and uncertainties; qualitative versus quantitative disclosure; critical accounting policies and estimates; impairment testing and disclosures; fair value changes and related disclosures; sensitivity and value-at-risk analyses; market risk disclosures; discussion and analysis of operating results, liquidity, capital resources and cash flow; materiality and assessments of likely outcomes; and how MD&A will differ when the financial statements are prepared in accordance with IFRS versus U.S. GAAP. Illustrations, sample documents, exercises and profiles of SEC enforcement cases involving deficient MD&A are used to promote awareness of applicable MD&A requirements. The course includes practical recommendations for improving MD&A, including the development of disclosure and reporting strategies that complement the company’s business strategies. Finally, the course examines Integrated Reporting – the combined reporting of financial, non-financial, and corporate responsibility information using a forward-looking approach driven by the business model – for which the International Integrated Reporting Council is developing a framework to be introduced in 2013. Examples will be used to relate and demonstrate the guiding principles for Integrated Reporting, including the discussion of the business model, operating context and risk, strategic objectives, business strategy, operating performance, and future outlook.

The course will answer questions such as:

  • Where do I find the requirements for the content of MD&A?
  • How do I prepare MD&A?
  • What should I look for when reviewing an MD&A?
  • Who uses MD&A, and for what?
  • What differentiates a superior MD&A from one that is deficient?

Learning Objectives:

  • Become familiar with the SEC requirements for MD&A
  • Learn how to write and evaluate MD&A
  • Understand the resources available to assist in writing MD&A
  • Differentiate between required and advisable disclosure, and superior/deficient MD&A
  • Use real-world examples and case studies to apply your knowledge
  • Know what’s coming in the way of SEC focus points and future changes to MD&A

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Skill Level: Beginner