US 
   Management Discussion and 
   Analysis
  Management discussion and 
  analysis (US)
   • SEC requires annual report on Form 10-K.
   • Public document 
   • Content of Form 10-K is in Regulation S-K.
   • Form 10-K may be published as a separate 
    document, or may be cross-referenced to an 
    annual report.
   • Should be ‘principles-based’ and give meaningful 
    disclosures.
      MD&A in Regulation S-K
       •  Subpart 229.300 — Financial Information
       •  229.301 (Item 301) Selected financial data
       •  229:302 (Item 302) Supplementary financial information
       •  229.303 (Item 303) Management’s discussion and analysis of 
          financial condition and results of operations
       •  229.304 (Item 304) Changes in and disagreements with 
          accountants on accounting and financial disclosure
       •  229.305 (Item 305) Quantitative and qualitative disclosures about 
          market risk
       •  229.306 (Item 306) [Reserved]
       •  229.307 (Item 307) Disclosure controls and procedure
       •  229.308 (Item 30) Internal control over financial reporting
  Outline structure
  Discuss each of three years’ financial condition, 
  changes in financial condition and results of 
  operations.
  (1) Liquidity
  (2) Capital resources
  (3) Results of operations
  (4) Off-balance sheet arrangements
  (5) Tabular disclosure of contractual obligations
  Discussion required for operations
   • unusual or infrequent events or transactions or 
    any significant economic changes.
   • known trends or uncertainties.
   • extent to which material increases in net sales or 
    revenues are attributable to increases in prices or 
    to increases in the volume or amount of goods or 
    services being sold.
   • impact of inflation and changing prices.