This Heads Up discusses the SEC’s recently issued proposed rule Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information, which would modernize Management’s Discussion and Analysis (MD&A) and certain financial disclosure requirements in SEC Regulation S-K. Specifically, the proposal would:

• Eliminate Regulation S-K, Item 301, “Selected Financial Data.”
• Eliminate Regulation S-K, Item 302, “Supplementary Financial Information.”
• Amend certain aspects of Regulation S-K, Item 303, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
• Make conforming changes to the forms used by foreign private issuers.

The Heads Up also discusses interpretive guidance on disclosure considerations related to key performance indicators and metrics in MD&A, which the SEC issued separately, as well as SEC Chairman Jay Clayton’s public statement on the proposed rule and interpretive guidance.

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