Legal Definitions - Management Discussion and Analysis (MD&A)

Definition: Management discussion and analysis (MD&A) is a requirement for publicly traded companies to provide a narrative discussion of their financial performance. This is outlined in Item 303 of Regulation S-K. The objective of MD&A is to provide material information relevant to an assessment of the financial condition and results of operations of the company. This includes discussing liquidity and capital resources, financial results of operations, including unusual or infrequent events and any known trends or uncertainties, and critical accounting estimates.

Example: Let's say a publicly traded company, XYZ Corp, releases its annual report. In the MD&A section, the management discusses the company's financial performance over the past year. They talk about how they were able to increase their revenue by 10% due to a successful marketing campaign. However, they also mention that they had to spend more money on research and development, which led to a decrease in their net income. They also discuss how they plan to address this issue in the future.

Explanation: This example illustrates how MD&A requires companies to provide a narrative discussion of their financial performance. The management of XYZ Corp is discussing their revenue, net income, and expenses, which are all important factors in assessing the financial condition of the company. They also mention a trend (successful marketing campaign) and an uncertainty (increased spending on research and development) that could impact the company's future financial performance.