Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)

Definition:

Disclosure made in SEC filings pursuant to Item 303 of Regulation S-K (a section of most major filing documents such as Form 10-K or Form 10-Q) and in Registration Statements submitted to the SEC under Section 5 of the Securities Act, in addition to being provided, under current market practice, in offering documents issued to US investors under Rule 144A. It is, in effect, commentary by the issuer’s management team to help investors interpret the historical Financial Statement(s) included in an offering document and to highlight known trends affecting the issuer. It also includes discussion on Liquidity and capital resources and segment information.

The European counterpart is the Operating and Financial Review (OFR).

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