Disclosure Modernization – An MD&A Example Omitting the Third Year Back

The SEC’s March 2019 Disclosure Modernization and Simplification rule provided an opportunity to make MD&A less repetitive and hopefully a better communication tool by allowing the third year back to be omitted from the discussion.  The rule added this language to instruction 1 in S-K Item 303:

Instructions to paragraph 303(a): 1. …..  For registrants providing financial statements covering three years in a filing, discussion about the earliest of the three years may be omitted if such discussion was already included in the registrant’s prior filings on EDGAR that required disclosure in compliance with Item 303 of Regulation S-K, provided that registrants electing not to include a discussion of the earliest year must include a statement that identifies the location in the prior filing where the omitted discussion may be found. …..

If you would like to find an example of a company that has made this change check out this Procter and Gamble June 30, 2019 Form 10-K.

If you have seen any other examples of this change please let everyone know with a comment on this post, and thanks for doing that!

As always, your thoughts and comments are welcome!

4 thoughts on “Disclosure Modernization – An MD&A Example Omitting the Third Year Back

    1. Thanks Lynne! This is an interesting example because Darden included year over year changes in their summary table in MD&A. An interesting difference from P&G. Thanks Again!

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