4.2 MD&A Considerations Related to Prohibited Disclosures
Regulation S-K, Item 303, provides guidance on the information a registrant should consider providing in
its MD&A. A registrant is generally required to quantify, discuss, and analyze in its MD&A material items
that affect the registrant’s results of operations (e.g., material charges regardless of whether they are
recurring or nonrecurring items).
As discussed in Section 2.1, depending on the way a registrant discloses material changes in MD&A, the
disclosure may or may not be a non-GAAP measure. For example, a registrant may want to disclose the
effect of a cash legal settlement on operating cash flows. Disclosure of an amount for “operating
cash flows before legal settlement” would be a non-GAAP measure, and the registrant would need
to consider the prohibition against excluding charges that required cash settlement from non-GAAP
liquidity measures. If, however, the registrant disclosed GAAP operating cash flows and noted that the
amount was significantly affected by the $XX payment of the legal settlement, those amounts individually
are not considered non-GAAP measures, and the disclosure would therefore not be subject to the
prohibition discussed above.
A registrant is also generally permitted to disclose in MD&A the individual
effect of otherwise prohibited non-GAAP performance adjustments on GAAP earnings and
earnings per share, such as by showing the per-share impact of a significant charge
or gain. For example, the interpretative response to Question 3 of SAB Topic 5.P states, in
part:
Discussions in MD&A and elsewhere which quantify
the effects of unusual or infrequent items on net income and earnings per share
are beneficial to a reader’s understanding of the financial statements and are
therefore acceptable.
Such discussions may be necessary and appropriate in MD&A for a registrant
to be able to analyze the impact of unusual or infrequent items, provided that the
registrant maintains the proper context and balance. However, if the registrant
“does the math” and presents a total earnings measure or related per-share total
excluding the unusual or infrequent item, it must consider all the applicable
Rules.
4.2.1 Presentation in MD&A of the Impact of CECL
The FASB’s new standard on the measurement of expected credit losses (known as
the current expected credit loss [CECL] model) is based on expected losses
rather than incurred losses. Under the new guidance, an entity recognizes as an
allowance its estimate of expected credit losses, which the FASB believes will
result in more timely recognition of such losses.
Entities that have adopted the CECL standard may want to disclose losses under
the former incurred loss model, which they may do during the fiscal period in
which they have adopted the standard. However, it would not be appropriate to
present non-GAAP measures of profitability or liquidity that are based on the
incurred loss amounts.
At the 2019 AICPA Conference, the SEC staff discussed non-GAAP measures that make
adjustments for a registrant’s adoption of the CECL standard and noted that
generally it would not be “appropriate to present a non-GAAP performance measure
. . . to exclude the effects or impact of CECL or to . . . exclude the loan loss
provision in its entirety.” The staff has made similar remarks at other venues
and encourages registrants to alternatively consider disclosing the impact of
the new standard in MD&A.
See Deloitte’s Roadmap Current Expected Credit Losses for
more information.