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On November 19, 2020, the U.S. Securities and Exchange
Commission (SEC) adopted amendments intended to modernize,
simplify, and enhance certain financial disclosure requirements in
Regulation S-K.1 The SEC has eliminated the requirements
to provide selected financial data and supplementary financial
data, and amended the Management’s Discussion and Analysis
(MD&A) requirement to revise or eliminate certain disclosure
obligations. These rule changes are the latest development in the
SEC’s disclosure effectiveness efforts.
Background
The SEC proposed amendments to the selected financial data,
supplementary financial data and MD&A requirements on
January 30, 2020 as part of its ongoing evaluation of
disclosure requirements that was recommended in the Staff’s
Report on Review of Disclosure Requirements in Regulation S-K
(Regulation S-K Study), which was mandated by Section 108 of the
Jumpstart Our Business Startups Act.2 Based on the
recommendation set forth in the Regulation S-K Study, the Staff of
the Division of Corporation Finance (the “Staff”)
initiated an evaluation of the information that companies are
required to disclose, how that information is presented, where the
information is disclosed, and how to better leverage technology as
part of these efforts. In developing the latest proposed amendments
to the financial data and MD&A requirements, the SEC considered
input from comment letters, the Staff’s experience from
reviewing filings, and changes in the regulatory and business
landscape since the adoption of Regulation S-K. The SEC received
comments that were generally supportive of the proposals, with some
suggesting changes to the SEC’s approach.
Selected Financial Data
Current Item 301 of Regulation S-K requires certain public
companies to furnish selected financial data in comparative tabular
form for each of the company’s last five fiscal years and any
additional fiscal years necessary to keep the information from
being misleading. Instruction 1 to Item 301 states that the purpose
of the item is to supply, in a convenient and readable format,
selected financial data that highlights certain significant trends
in the company’s financial condition and results of
operations, while Instruction 2 to Item 301 lists specific items
that must be included, subject to appropriate variation to conform
to the nature of the company’s business, and provides that
companies may include additional items they believe would enhance
an understanding of, and highlight, other trends in their financial
condition or results of operations.
The SEC adopted amendments to eliminate Item 301 of Regulation
S-K as proposed. The SEC notes in the adopting release that
“[n]otwithstanding the amendments to eliminate Item 301, we
encourage registrants to consider whether trend information for
periods earlier than those presented in the financial statements
may be necessary as part of MD&A’s objective to
‘provide material information relevant to an assessment of
the financial condition and results of operations.’”
The SEC also encourage companies “to consider whether a
tabular presentation of relevant financial or other information, as
part of an introductory section or overview, including to
demonstrate material trends, may help a reader’s
understanding of MD&A.”
Supplementary Financial Data
Item 302(a)(1) of Regulation S-K requires certain public
companies to disclose selected quarterly financial data of
specified operating results, and Item 302(a)(2) of Regulation S-K
requires disclosure of variances in those results from amounts
previously reported in a Form 10-Q.
The SEC adopted amendments retaining Item 302(a) of Regulation
S-K and streamlining its requirements to require disclosure only
when there are one or more retrospective changes that pertain to
the statements of comprehensive income for any of the quarters
within the two most recent fiscal years and any subsequent interim
period for which financial statements are included or required to
be included by Article 3 of Regulation S-X and that, individually
or in the, aggregate, are material. The SEC notes in the adopting
release that Item 302(a) as amended will require companies
“to provide an explanation of the reasons for such material
changes and to disclose, for each affected quarterly period and the
fourth quarter in the affected year, summarized financial
information related to the statements of comprehensive income (as
specified in Rule 1-02(bb)(ii) of Regulation S-X) and earnings per
share reflecting such changes.” For this purpose, “the
affected quarters may include, depending on the facts and
circumstances, a single quarter in which the material retrospective
change applies, or it may flow through to subsequent quarters
during the relevant look-back period (i.e., the quarters within the
two most recent fiscal years and any subsequent interim period for
which financial statements are included or required to be included
by Article 3 of Regulation S-X).” The SEC also amended Rule
1-02(bb) to clarify that the disclosure of summary financial
information may vary, as appropriate, to conform to the nature of
the company’s business. The SEC adopted these amendments
acknowledging “that timely disclosure of the effects of
material retrospective changes may be important to investors, and
lack of such disclosure could impact the ability to derive fourth
quarter information when there have been such changes.”
Current Item 302(b) of Regulation S-K requires companies engaged
in oil and gas producing activities, other than smaller reporting
companies, to disclose information about those activities, and the
same disclosure is also required U.S. GAAP; however, unlike the
U.S. GAAP requirement, Item 302(b) incrementally requires that the
disclosure be provided for each period presented. In 2018, the SEC
referred Item 302(b) to the Financial Accounting Standards Board
(the “FASB”) for potential incorporation into U.S. GAAP
because of the overlap. On May 6, 2019, the FASB issued
proposed Accounting Standards Update, Disclosure
Improvements: Codification Amendments in Response to the
SEC’s Disclosure Update and Simplification, which would
amend U.S. GAAP to require the incremental disclosure called for by
Item 302(b) and disclosure of oil and gas producing activities for
each period presented. The FASB has not finalized its proposed
amendments to U.S. GAAP, so the SEC did not eliminate Item 302(b)
at this time.
MD&A Disclosure Requirements
Item 303 of Regulation S-K requires disclosure of information
relevant to assessing a company’s financial condition,
changes in financial condition, and results of operations. The SEC
adopted a number of amendments to Item 303 of Regulation S-K that
are intended to modernize, simplify, and enhance the MD&A
disclosures for investors, while reducing compliance burdens for
companies.
The first paragraph of current Item 303(a) of Regulation S-K
specifies that companies must discuss their financial condition,
changes in financial condition, and results of operations for full
fiscal years. The paragraph goes on to set forth the items that
must be included in this discussion, including liquidity, capital
resources, results of operations, off-balance sheet arrangements,
contractual obligations, and any other information a company
believes would be necessary to understand its financial condition,
changes in financial condition, and results of operations. The
paragraph also instructs that discussions of capital resources and
liquidity may be combined when the topics are interrelated.
Further, the paragraph states that a company must provide a
discussion of business segments and/or of subdivisions when, in the
company’s judgment, such a discussion would be appropriate
for understanding the company’s business. This discussion
must focus on each relevant, reportable segment and/or other
subdivision of the business and on the entire company. There are
also 14 instructions to current Item 303(a) of Regulation S-K.
The SEC adopted a new Item 303(a) largely as proposed to
succinctly state the purposes of MD&A by incorporating a
portion of the substance of Instruction 1, as well as much of the
substance of Instructions 2 and 3, into the item. As amended, Item
303(a) articulates the objectives of MD&A, which is for
companies to provide disclosure regarding:
- material information relevant to an assessment of the financial
condition and results of operations of the company, including an
evaluation of the amounts and certainty of cash flows from
operations and from outside sources; - the material financial and statistical data that the company
believes will enhance a reader’s understanding of the
company’s financial condition, cash flows and other changes
in financial condition, and results of operations; and - material events and uncertainties known to management that are
reasonably likely to cause reported financial information not to be
necessarily indicative of future operating results or of future
financial condition, including descriptions and amounts of matters
that: (i) have had a material impact on future operations; and (ii)
are reasonably likely, based on management’s assessment, to
have material impact on future operations.
The SEC also codified the guidance that a company should provide
a narrative explanation of its financial statements that enables
investors to see a company “through the eyes of
management,” specifying that “[a] discussion and
analysis that meets these requirements is expected to allow
investors to view the registrant from management’s
perspective.”
The SEC adopted amendments re-captioning current Item 303(a) as
Item 303(b), which applies to all MD&A disclosures, while
retaining the current language that outlines what is to be covered
in the discussion of a company’s financial condition, changes
in financial condition, and results of operations. In addition, the
SEC amended this item to add product lines as an example of other
subdivisions of a company’s business that should be discussed
where, in the company’s judgment, such a discussion would be
necessary to an understanding of the company’s business.
The SEC adopted amendments to move to Item 303(b) that portion
of current Instruction 4 to Item 303(a) that requires a description
of the causes of material changes from year-to-year in line items
of the financial statements to the extent necessary to an
understanding of the company’s business as a whole. The SEC
amended that language to clarify that MD&A requires a narrative
discussion of the “underlying reasons” for material
changes from period-to-period in one or more line items in
quantitative and qualitative terms, rather than only the
“cause” for material changes. The SEC also amended the
language to clarify that companies should discuss material changes
within a line item, even when such material changes offset each
other.
The SEC adopted other amendments to further streamline Item
303:
- Instruction 8 to current Item 303(b) indicates that the term
“statement of comprehensive income” is defined by Rule
1-02 of Regulation S-X, and the SEC moved this language to
Instruction 11 to Item 303(b) to clarify that the instruction
applies to both full fiscal year and interim period MD&A
disclosure; and - the SEC eliminated current Instructions 13 and 14 to Item
303(a), which reference certain industry guides, noting that
companies would still need to consider the industry guides when
preparing their disclosures, to the extent applicable.
Current Item 303(a)(2) of Regulation S-K requires a company to
discuss its material commitments for capital expenditures as of the
end of the latest fiscal period, and to indicate the general
purpose of such commitments and the anticipated sources of funds
needed to fulfill such commitments. A company also must discuss any
known material trends, favorable or unfavorable, in its capital
resources, and indicate any expected material changes in the mix
and relative cost of such resources. The discussion must consider
changes between equity, debt, and any off-balance sheet financing
arrangements.
The SEC amended Item 303(a)(2) as proposed. As amended, the item
will specify, consistent with the SEC’s prior guidance, that
a company should broadly disclose material cash commitments,
including, but not limited, to capital expenditures. The amendment
requires a company to describe its material cash requirements,
including commitments for capital expenditures, as of the latest
fiscal period, the anticipated source of funds needed to satisfy
such cash requirements, and the general purpose of such
requirements. The SEC indicates that this change is intended to
modernize Item 303(a)(2) by specifically requiring disclosure of
material cash requirements in addition to capital expenditures, and
to complement the deletion of the contractual obligations table,
discussed below.
Results of Operations – Known Trends or
Uncertainties
Current Item 303(a)(3)(ii) of Regulation S-K requires a company
to describe any known trends or uncertainties that have had or that
the company reasonably expects will have a material impact
(favorable or unfavorable) on net sales or revenues or income from
continuing operations. If the company knows of events that will
cause a material change in the relationship between costs and
revenues, that change in the relationship must be disclosed under
this disclosure requirement.
The SEC amended Item 303(a)(3)(ii) to provide that when a
company knows of events that are reasonably
likely to cause (as opposed to will
cause) a material change in the relationship between costs and
revenues, such as known or reasonably likely future increases in
costs of labor or materials, price increases or inventory
adjustments, the reasonably likely change must be disclosed. This
amendment conforms the language to other Item 303 disclosure
requirements for known trends and aligns the disclosure requirement
with the SEC’s guidance on forward-looking disclosure. The
SEC clarified in the adopting release that, as part of
MD&A’s objectives, “whether a matter is
‘reasonably likely’ to have a material impact on future
operations is based on ‘management’s
assessment.’”
In the adopting release, the SEC clarifies and explains how
companies should analyze and disclose information regarding known
trends, demands, commitments, or uncertainties, reiterating the
SEC’s “longstanding emphasis that analysis in this area
should be based on objective reasonableness.” The SEC notes
that, with respect to the evaluation of whether a known trend or
uncertainty is reasonably likely, “the development of
MD&A disclosure should begin with management’s
identification and evaluation of what information…is
important to providing investors and others an accurate
understanding of the company’s current and prospective
financial position and operating results.” Further,
when considering whether disclosure of a known event or uncertainty
is required, the analysis is based on materiality and what would be
considered important by a reasonable investor in making a voting or
investment decision. The SEC indicates that “reasonably
likely” threshold “does not require disclosure of any
event that is known but for which fruition may be remote, nor does
it set a bright-line percentage threshold by which disclosure is
triggered.” Instead, the SEC indicates that this threshold
“requires a thoughtful analysis that applies an objective
assessment of the likelihood that an event will occur balanced with
a materiality analysis regarding the need for disclosure regarding
such event.”
The SEC indicates that, when applying the “reasonably
likely” threshold, companies should consider whether a known
trend, demand, commitment, event, or uncertainty is likely to come
to fruition. If such known trend, demand, commitment, event or
uncertainty would reasonably be likely to have a material effect on
the company’s future results or financial condition,
disclosure is required. The SEC notes that known trends, demands,
commitments, events, or uncertainties that are not remote, or where
management cannot make an assessment as to the likelihood that they
will come to fruition, and that would be reasonably likely to have
a material effect on the company’s future results or
financial condition, were they to come to fruition, should be
disclosed if a reasonable investor would consider omission of the
information as significantly altering the mix of information made
available in the company’s disclosures. The SEC notes that
“[t]his analysis should be made objectively and with a view
to providing investors with a clearer understanding of the
potential material consequences of such known forward-looking
events or uncertainties.” The SEC indicates that the
analysis does not call for disclosure of immaterial or remote
future events, therefore “it should not result in voluminous
disclosures or unnecessarily speculative information.”
Results of Operations – Net Sales and Revenues
Current Item 303(a)(3)(iii) of Regulation S-K specifies that, to
the extent financial statements disclose material increases in net
sales or revenues, a company must provide a narrative discussion of
the extent to which such increases are attributable to increases in
prices, or to increases in the volume or amount of goods or
services being sold, or to the introduction of new products or
services. The SEC amended this item to codify guidance that the
results of operations discussion should describe not only increases
but also decreases in net sales or revenues and to clarify the
requirement by tying the required disclosure to “material
changes” in net sales or revenues, rather than solely to
“material increases” in those line items.
Results of Operations – Inflation and Price Changes
Current Item 303(a)(3)(iv) of Regulation S-K generally requires
companies, for the three most recent fiscal years, or for those
fiscal years in which the company has been engaged in business,
whichever period is shortest, to discuss the impact of inflation
and price changes on their net sales, revenue, and income from
continuing operations. Current Instruction 8 to Item 303(a)
clarifies that a company must provide a discussion of the effects
of inflation and other changes in prices only to the extent it is
material. Instruction 8 further states that the discussion may be
made in whatever manner appears appropriate under the circumstances
and that no specific numerical financial data is required, except
as required by Rule 3-20(c) of Regulation S-X, which applies to
foreign private issuers. Current Instruction 9 to Item 303(a)
states that companies that elect to disclose supplementary
information on the effects of changing prices may combine such
disclosures with the Item 303(a) discussion and analysis or provide
it separately with an appropriate cross-reference.
The SEC eliminated Item 303(a)(3)(iv) and Instructions 8 and 9
to Item 303(a), as proposed. The SEC notes in the adopting release
that companies “will be required to discuss the impact of
inflation or changing prices if they are part of a known trend or
uncertainty that had, or is reasonably likely to have a material
impact on net sales, revenue, or income from continuing
operations.” Further, Item 303 as amended requires that,
where the financial statements reveal material changes from
period-to-period in one or more line items, “registrants must
describe the underlying reasons for these material changes in
quantitative and qualitative terms, which may also implicate a
discussion of inflation and changing prices.”
Off-Balance Sheet Arrangements
Current Item 303(a)(4) of Regulation S-K requires, in a
separately captioned section, a discussion of a company’s
off-balance sheet arrangements that have, or are reasonably likely
to have, a current or future effect on a company’s financial
condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures, or capital
resources that is material to investors. For the purpose of this
item, an “off-balance sheet arrangement” is defined as
certain guarantees, retained or contingent interests in assets
transferred to an unconsolidated entity, obligations under certain
derivative instruments, and variable interests in any
unconsolidated entity.
The SEC adopted amendments that replace current Item 303(a)(4)
with a new instruction to Item 303(b) that requires companies to
discuss commitments or obligations, including contingent
obligations, arising from arrangements with unconsolidated entities
or persons that have, or are reasonably likely to have, a material
current or future effect on a company’s financial condition,
changes in financial condition, revenues or expenses, results of
operations, liquidity, cash requirements, or capital resources. The
SEC notes in the adopting release that this more principles-based
approach is appropriate, particularly in light of the updates that
have been made to U.S. GAAP, which have resulted in overlap between
U.S. GAAP requirements and current Item 303(a)(4).
Tabular Disclosure of Contractual Obligations
Current Item 303(a)(5) of Regulation S-K requires that companies
(other than smaller reporting companies) must disclose in tabular
format their known contractual obligations. This item requires a
company to disclose contracts by type of obligations, the overall
payments due, and by prescribed time periods.
The SEC eliminated Item 303(a)(5) as proposed. In response to
commenters, the SEC amended Item 303(b) to specifically require
disclosure of material cash requirements from known contractual and
other obligations as part of a liquidity and capital resources
discussion. The amendments to Item 303(b) “are intended to
clarify the requirements while continuing to emphasize a
principles-based approach focused on material short- and long-term
liquidity and capital resources needs, while also specifying that
material cash requirements from known contractual and other
obligations should be considered as part of these
disclosures.” Specifically, these amendments:
- create a new Item 303(b)(1) to provide the overarching
requirements for liquidity and capital resources disclosures in
order to clarify these requirements; - incorporate in Item 303(b)(1) portions of current Instruction 5
to Item 303(a), which defines “liquidity” as the
ability to generate adequate amounts of cash to meet the needs for
cash, clarifying its applicability to the liquidity and capital
resources requirements more generally; - codify prior SEC guidance that specifies that short-term
liquidity and capital resources covers cash needs up to 12 months
into the future while long-term liquidity and capital resources
covers items beyond 12 months; - require the discussion on both a short-term and long-term
basis; - require the discussion to analyze material cash requirements
from known contractual and other obligations and such disclosures
to specify the type of obligation and the relevant time period for
the related cash requirements; - include a new instruction that states that the discussion of
material cash requirements from known contractual obligations may
include, for example, lease obligations, purchase obligations, or
other liabilities reflected on the registrant’s balance
sheet; and - include a new instruction that states, consistent with prior
SEC guidance, the analysis for all of Item 303(b) should be in a
format that facilitates easy understanding and does not duplicate
disclosure already provided in the filing.
Critical Accounting Estimates
The SEC amended Item 303(a) of Regulation S-K to explicitly
require disclosure of critical accounting estimates, consistent
with prior SEC guidance on the topic. In response to concerns
raised by commenters, the SEC clarified that:
- the application of the material and reasonably available
qualifier applies to all parts of the disclosure, not just to
quantitative information; - the discussion on how much each estimate has changed may also
be met through a discussion of changes in the assumptions during
the period; and - the disclosure of changes in the estimate/assumption will cover
a “relevant period,” rather than a “reporting
period.”
Critical accounting estimates are defined in the rule as
“those estimates made in accordance with generally accepted
accounting principles that involve a significant level of
estimation uncertainty and have had or are reasonably likely to
have a material impact on the financial condition or results of
operations of the registrant.”
The item requires companies to provide qualitative and
quantitative information necessary to understand the estimation
uncertainty and the impact the critical accounting estimate has had
or is reasonably likely to have on financial condition or results
of operations to the extent the information is material and
reasonably available. The rule indicates that this information
should include why each critical accounting estimate is subject to
uncertainty and, to the extent the information is material and
reasonably available, how much each estimate and/or assumption has
changed over a relevant period, and the sensitivity of the reported
amount to the methods, assumptions and estimates underlying its
calculation.
Interim MD&A Requirement
Current Item 303(b) of Regulation S-K requires companies to
provide MD&A disclosure for interim periods that enables market
participants to assess material changes in financial condition and
results of operations between specified periods. Item 303(b)(1) of
Regulation S-K requires companies to discuss any material change in
financial condition from the end of the preceding fiscal year to
the date of the most recent interim balance sheet. Item 303(b)(2)
of Regulation S-K requires companies to discuss any material
changes in their results of operations for the most recent fiscal
year-to-date period presented in their income statement, along with
a similar discussion of the corresponding year to-date period of
the preceding fiscal year. If a company is required or elects to
provide an income statement for the most recent fiscal quarter, the
discussion must also cover material changes with respect to that
fiscal quarter and the corresponding fiscal quarter in the
preceding fiscal year. Item 303(b)(2) also states that companies
subject to Rule 3-03(b) of Regulation S-X providing statements of
comprehensive income for the 12-month period ended as of the date
of the most recent interim balance sheet must discuss material
changes of that 12-month period as compared to the preceding fiscal
year rather than the preceding period.
The SEC adopted amendments to Item 303(b) (renumbered as Item
303(c)) as proposed. The item as amended permits companies to
compare their most recently completed quarter to either the
corresponding quarter of the prior year (as is currently required)
or to the immediately preceding quarter. If a company elects to
discuss changes from the immediately preceding sequential quarter,
the company must provide summary financial information that is the
subject of the discussion for that quarter or identify the prior
filing on EDGAR that presents the information. If a company changes
the comparison from the prior interim period comparison, the
company would be required to explain the reason for the change and
present both comparisons in the filing where the change is
announced.
The SEC also adopted amendments to simplify the item that:
- eliminate the text that states that companies need not provide
a discussion of the impact of inflation and changing prices;
and - amend Item 303(b)(2) (adopted as Item 303(c)(2)) to break the
requirements into two subsections: (i) Item 303(c)(2)(i) continues
to require companies to discuss any material changes in their
results of operations between the most recent year-to date interim
period(s) and the corresponding period(s) of the preceding fiscal
year for which statements of comprehensive income are provided; and
(ii) Item 303(c)(ii) requires companies to compare their most
recently completed quarter to either of the corresponding quarter
of the prior year (as is currently required) or to the immediately
preceding quarter.
The SEC also eliminated the language of the item that requires
companies subject to Rule 3-03(b) of Regulation S-X that elect to
provide a statement of comprehensive income for the 12 month period
ended as of the date of the most recent interim balance sheet to
discuss material changes in that 12-month period with respect to
the preceding fiscal year, rather than the corresponding preceding
period. The SEC also deleted Instructions 2, 3, 5, 6, 7, and 8 to
current paragraph (b).
Safe Harbor for Forward-Looking Statements
Current Item 303(c) of Regulation S-K states that the safe
harbors provided in Section 27A of the Securities Act and 21E of
the Securities Exchange Act apply to all forward-looking
information provided in response to Item 303(a)(4) (off-balance
sheet arrangements) and Item 303(a)(5) (contractual obligations),
provided such disclosure is made by certain enumerated persons.
Current Item 303(c) confirms application of the statutory safe
harbors to Item 303(a)(4) and Item 303(a)(5), and states that all
of the required disclosures under these two items are deemed to be
“forward-looking statements” as that term is defined in
the statutory safe harbors, except for historical facts. Current
Item 303(c) further states that the “meaningful cautionary
statements” element of the statutory safe harbors is
satisfied if a registrant satisfies all of the Item 303(a)(4)
requirements.
As proposed, the SEC eliminated Item 303(c). The SEC notes that
the amendments do not alter the availability or scope of the
statutory and regulatory safe harbors.
Smaller Reporting Companies
Current Item 303(d) of Regulation S-K states that a smaller
reporting company may provide Item 303(a)(3)(iv) information for
the most recent two fiscal years if it provides financial
information on net sales and revenues and income from continuing
operations for only two years. Item 303(d) also states that a
smaller reporting company is not required to provide the
contractual obligations table specified in Item 303(a)(5). The SEC
eliminated Item 303(d), given the elimination of Items
303(a)(3)(iv) and (a)(5).
Foreign Private Issuers
The SEC adopted corresponding amendments that would apply to
foreign private issuers providing disclosure required by Form 20-F
or Form 40-F. The SEC also adopted amendments to current
Instruction 11 to Item 303 of Regulation S-K, which specifically
applies to foreign private issuers that choose to file on domestic
forms.
Conforming Amendments
The SEC adopted conforming amendments to numerous rules and
forms to reflect the proposed amendments.
Next Steps
The final rules are effective 30 days after publication in the
Federal Register, which is referred to as the “effective
date.” Companies will be required to apply the amended rules
for their first fiscal year ending on or after 210 days after
publication in the Federal Register, which is referred to as the
“mandatory compliance date.” Companies will be required
to apply the amended rules in a registration statement and
prospectus that on its initial filing date is required to contain
financial statements for a period on or after the mandatory
compliance date. Although companies will not be required to apply
the amended rules until their mandatory compliance date, they may
provide disclosure consistent with the final amendments any time
after the effective date, so long as they provide disclosure
responsive to an amended item in its entirety. The SEC notes that,
for example, upon effectiveness of the final amendments, “a
registrant may immediately cease providing disclosure pursuant to
former Item 301, and may voluntarily provide disclosure pursuant to
amended Item 303 before its mandatory compliance date. In this
case, the registrant must provide disclosure pursuant to each
provision of amended Item 303 in its entirety, and must begin
providing such disclosure in any applicable filings going
forward.”
Footnotes
1 Release No. 33-10890, Management’s
Discussion and Analysis, Selected Financial Data, and Supplementary
Financial Information (Nov. 19, 2020), available
at: https://www.sec.gov/rules/final/2020/33-10890.pdf.
2 Release No. 33-10750, Management’s
Discussion and Analysis, Selected Financial Data, and Supplementary
Financial Information (Jan. 30, 2020), available
at: https://www.sec.gov/rules/proposed/2020/33-10750.pdf;
Report on Review of Disclosure Requirements in Regulation
S-K (Dec. 2013), available at https://www.sec.gov/news/studies/2013/reg-sk-disclosure-requirements-review.pdf.
