SEC amends MD&A and eliminates selected financial data (updated January 14, 2021)

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In depth , PwC US Jan 14, 2021

The SEC has amended Regulation S-K to simplify MD&A, streamline supplementary financial information, and eliminate "Selected Financial Data."

Overview

The SEC has amended Regulation S-K to modernize, simplify, and enhance Management’s Discussion and Analysis (MD&A), treamline supplementary financial information, and eliminate the requirement to provide certain selected financial data. These changes impact many SEC filings, including Forms 10-K, 10-Q, 20-F, and 40-F and many registration statements. Key changes include:

  • enhancements and clarification of the disclosure requirements for liquidity and capital resources;
  • elimination of five years of Selected Financial Data;
  • replacement of the current requirement for two years of quarterly tabular disclosure with a principles-based requirement to provide information only when there are material retrospective changes;
  • codification of prior SEC guidance on critical accounting estimates;
  • elimination of the tabular disclosure of contractual obligations; and
  • conforming amendments for foreign private issuers.

The amendments reflect a principles-based, registrant-specific approach to disclosure, intended to facilitate an understanding of the company from management’s perspective. The changes are a result of the SEC’s disclosure effectiveness initiative.

The amended rules were posted to the Federal Register on January 11 and will become effective February 10. Registrants are required to comply with the new rules beginning with the first fiscal year ending on or after August 9, 2021. Registrants may early adopt the amended rules at any time after the effective date (on an item-by-item basis), as long as they provide disclosure responsive to an amended item in its entirety.

To have a deeper discussion, please contact:

Kyle Moffatt

Partner, National Professional Services Group, PwC US

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Diane Howell

Partner, National Professional Services Group, PwC US

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Scott Feely

Partner, National Professional Services Group, PwC US

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Alexandra Wilson Bernstein

Director, National Professional Services Group, PwC US

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David Schmid

David Schmid

International Accounting Leader, National Professional Services Group, PwC US

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