SEC Issues New C+DIs On MD+A

In March 2019, in its FAST ACT Modernization and Simplification of Regulation S-K release, the SEC adopted, among other things, amendments to Item 303(a) of Regulation S-K. The amendments pertain to filings that include three years of financial statements (for most registrants, their Annual Report on Form 10-K) and permit the MD+A in those filings to omit a discussion of the earliest such year (Y3), subject to certain conditions. Conforming amendments were made to Item 5 of Form 20-F. On January 24, 2020, the SEC's Division of Corporation Finance issued three new C+DIs (Questions 110.02 - 04) to provide the following guidance regarding those amendments.

Instruction 1 to Item 303(a) requires a registrant that wishes to exclude a discussion of Y3 from MD+A to identify in the current filing the location in a prior EDGAR filing where the omitted discussion of Y3 can be found (Location Disclosure). The staff confirmed that including the Location Disclosure does