Yesterday the Securities and Exchange Commission provided new
guidance on the presentation of performance metrics in
MD&A.
The guidance will take effect immediately when it is published
in the Federal Register, which will make it applicable to annual
reports on Form 10-K and Form 20-F that are currently in
preparation. This memo summarizes the impact of the new
guidance.
The guidance is related to a major SEC proposal to amend its
MD&A rules, which was also issued yesterday; our alert on the
proposal is available here. Also, prompted by the MD&A proposal,
SEC Chair Clayton and Commissioners Lee and Peirce each issued
statements on climate-related disclosures in SEC filings.
The guidance follows in the footsteps of the SEC's prior
guidance and releases on MD&A disclosure, which emphasized that
companies should consider "all key variables and other factors
that management uses to manage the business," as well as the
materiality of those factors to investors, when
