Management Discussion and Analysis, typically referred to as MD&A, is the portion of a public company's annual report (or quarterly filing) where management addresses the company’s performance. It is intended to be a narrative explanation of the financial statements and statistical data the Registrant believes will enhance a readers' understanding of its financial condition along with results of operation. Management discussion and analysis is one of many sections required by the SEC and the Financial Accounting Standards Board (FASB) to be included in a public company’s annual report to shareholders.

The SEC has repeatedly stated, MD&A is the "heart and soul" of a company's disclosure requirements under the Securities Exchange Act of 1934. It is a crucial component in increasing the transparency of a company's financial performance and providing investors with the ability to evaluate the company on an informed basis. On January 30, 2020 the SEC proposed amendments to eliminate certain duplicative disclosures and enhance disclosures in the Management's Discussion and Analysis of Financial Condition and Results of Operations section ("MD&A") for the financial statements. They also proposed parallel amendments applicable to financial disclosures provided by foreign private issuers.

This chapter provides an overview of important concepts and updates related to Management’s Discussion and Analysis of Financial Position and Results of Operation s (MD&A) as outlined in Topic 9 of the Financial reporting Manual. The SEC has been continually reviewing the disclosure requirements to improve issuer disclosures of material information while allowing investors to make better capital allocation decisions while reducing compliance burdens and costs.

Topics Covered: The Commissions purpose for goals in adopting integrated disclosures were to revise or eliminate overlapping or unnecessary disclosure requirements wherever possible. This in turn would reduce burdens on Registrants and enhance readability without affecting the provision of material information to investors. This course will evaluate the various amendments covered under the SEC’s changes to MD&A for public companies.

Who should take this course:

  • CFO’s and CEO’s
  • Board of Directors
  • Public Accounting Auditors
  • Finance and Accounting Professionals
  • Compliance Professionals
Learning Objectives
  • Identify the purpose and objectives of MD&A.
  • Recognize the typical components included in MD&A.
  • Identify the updated objective of MD&A disclosures.
  • Explore details of final amendments.
  • Discover criteria related to Key Performance Indicators.
Last updated/reviewed: August 9, 2023

Included In Certifications

This course is included in the following Certification Programs:

18 CoursesFinancial Statement Preparation, Reporting and Auditing Certification

  1. Financial Statement Introduction
  2. GAAP Principles, Assumptions and Considerations
  3. GAAP Presentation of Financial Statements
  4. Management Discussion and Analysis (MD&A) Update
  5. Sarbanes Oxley (SOX) Overview
  6. Sarbanes-Oxley Section 302: ICFR
  7. XBRL (Extensible Business Reporting Language) Introduction to Basics - Updated
  8. XBRL - Connection to SOX 302/404 and Critical Roles
  9. Analyzing Financial Ratios - Solvency, Liquidity and Debt
  10. Analyzing Financial Ratios - Leverage
  11. Analyzing Financial Ratios - Performance And Efficiency
  12. Financial Statement Audit in Accordance with GAAS - General Standards
  13. Financial Statement Audit in Accordance with GAAS - Conducting the Audit
  14. Financial Statement Audit in Accordance with GAAS - Auditors' Report and Opinion
  15. Introduction to Accounting for Income Taxes Based on Income
  16. Practical Application For Accounting For Income Taxes Based On Income Part 1
  17. Practical Application For Accounting For Income Taxes Based On Income Part 2
  18. FASB Codification Research System
16 Reviews (90 ratings)


Member's Profile
The course set out what it intended to teach with plenty of emphasis on all the new updates that have been provided by the SEC. It would have been great to see actual examples and analysis to go with the course material. Overall good course.

Anonymous Author
Great course to update yourself on recent changes to the MD&A section of the financial statements. Great videos and very detailed slides - I highly recommend taking this course if you are a frequent preparer or user of financial statements.

Member's Profile
The examples of changes in Walmart's 10-K and Annual Reports over the years made this topic more interesting. The dry nature of this course would have benefited from more such examples throughout the presentation.

Anonymous Author
This is a very good course to get a complete understanding of changes in the MD&A section of a public company filing specially when all public companies have different versions of their MD&A section.

Anonymous Author
Great overall review of MD&A and how the changes of recent legislation in January of 2020 has changed the disclosure requirements. Great course!

Member's Profile
There is just too much information clogging the slides. It is hard to follow the thread of thought as so much of the language is stilted.

Anonymous Author
Good discussion of purpose and disclosure requirements under MD&A as required by the SEC for publicly traded reporting entities.

Anonymous Author
Great course for those who prepare MD&A's or work with public company filings. It was a good refresher course.

Anonymous Author
This course provides a good summary of the recent disclosure changes in Management Discussion and Analysis.

Member's Profile
Excellent and informative overview of the management discussion and analysis section of the form 10-K.

Anonymous Author
This is a very interesting course on the latest updates on MD&A provided in a very clear manner

Anonymous Author
Great course of management discussion and and analysis (MD&A) update which added value

Anonymous Author
This course was well developed and presented. Good way to learn about updates.

Member's Profile
Instructor does her best to make a boring topic simple and understandable.

Anonymous Author
very good the info of the course. Tthank you so much Lynn Fountain

Member's Profile
Lots of useful information. Very well organized and presented.

Course Complexity: Intermediate

No advanced preparation or prerequisites are required for this course.

Education Provider Information
Company: Illumeo, Inc., 75 East Santa Clara St., Suite 1215, San Jose, CA 95113
Contact: For more information regarding this course, including complaint and cancellation policies, please contact our offices at (408) 400- 3993 or send an e-mail to .
Instructor for this course
Course Syllabus
  Introduction to Management Discussion and Analysis (MD&A) Update2:36
  WalMart Annual Report 19723:20
  WalMart Annual Report 19972:38
  WalMart Form 10-K Annual Report 2:33
  WalMart Annual Report 20193:53
Management Discussion and Analysis Concepts
  Introduction and Agenda2:55
  Purpose and Objectives of MD & A4:22
  Disclosures Component7:36
  Disclosures Component Cont'd14:48
  Update to MD & A12:34
  Update to MD & A Cont'd12:32
  Management Discussion and Analysis (MD&A) Update1:21:49
  Slides: Management Discussion and Analysis UpdatePDF
  Management Discussion and Analysis Update Glossary/ IndexPDF