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9410 Foreign Private Issuers [Item 5 of Form 20-F]
us SEC - Financial Reporting Manual
9410.1 The requirements for MD&A are set forth in Item 5 of Form 20-F, under Operating and Financial Review and Prospects (sometimes referred to as the OFR). This Item calls for the same disclosure as S-K 303, so the overall objectives of MD&A are consistent with those set forth above.
9410.2 The requirements of Item 5 of Form 20-F are as follows:
a. Operating results – Item 5.A.
b. Liquidity and capital resources – Item 5.B.
c. Research and development, patents and licenses, etc. – Item 5.C.
d. Trend information – Item 5.D.
e. Off-balance sheet arrangements – Item 5.E.
f. Tabular disclosure of contractual obligations – Item 5.F.
g. Safe harbor – Item 5.G.
9410.3 The discussion should focus on the primary financial statements in the document. References to the reconciliation to U.S. GAAP and a discussion of differences between home-country GAAP and U.S. GAAP should be provided to the extent they are necessary for an understanding of the financial statements as a whole. [Instruction 2 to Item 5 of Form 20-F]
9410.4 Issuers that file financial statements under IFRS as issued by the IASB without a reconciliation to U.S. GAAP are not required to address U.S. GAAP in their MD&A. Where Item 5 refers to a specific FASB pronouncement, the issuer should provide disclosure that satisfies the objective of the disclosure requirement. [Release No. 33-8879]
9410.5 The instructions to Item 5 of Form 20-F specifically refer to the SEC's 1989 interpretive release on MD&A disclosure. [Release No. 33-6835] The SEC's 2003 interpretive release on MD&A [Release No. 33-8350] indicates that it applies to Form 20-F filers as well.
9410.6 The requirement under Item 5.C. of Form 20-F is the only one that does not have a direct correlation to the requirements in S-K 303. For research and development (R&D), disclosure should be provided in Form 20-F of the R&D policies over the last three years. (Last updated: 10/30/2020)
This is a work of the U.S. Government
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