The Securities and Exchange Commission

[thepennyking]

SEC Releases Guidance Regarding MD&A

FOR IMMEDIATE RELEASE
2003-179

Washington, D.C., Dec. 19, 2003 - The Securities and Exchange
Commissions today issued an interpretive release providing guidance regarding
Management's Discussion & Analysis of Financial Condition and Results of
Operations, commonly called MD&A, included in reporting companies
disclosure documents.

The guidance reminds companies of existing disclosure requirements and
provides additional guidance, designed to elicit more informative and
transparent MD&A that satisfies the principal objectives of MD&A: (1) to
provide a narrative explanation of a company's financial statements
that enables investors to see the company through the eyes of management;
(2) to enhance the overall financial disclosure and provide the context
within which financial information should be analyzed; and (3) to
provide information about the quality of, and potential variability of, a
company's earnings and cash flow, so that investors can ascertain the
likelihood that past performance is indicative of future performance.

Specifically, the guidance issued today emphasizes that MD&A should not
be merely a recitation of financial statements in narrative form or an
otherwise uninformative series of technical responses to MD&A
requirements, neither of which provides the important management perspective
called for by MD&A. Instead, the release encourages top-level management
involvement in the drafting of MD&A, and provides guidance regarding:

--the overall presentation and focus of MD&A (including through
executive-level overviews, a focus on the most important information and a
reduction of duplicative information);

--emphasis on analysis of financial information;

--known material trends and uncertainties;

--key performance indicators, including non-financial indicators;

--liquidity and capital resources; and

--critical accounting estimates.

The release does not create new legal requirements, nor does it modify
existing legal requirements.

A copy of the release can be found on the Commission's Web site at
http://www.sec.gov/rules/interp/33-8350.htm under "Regulatory Actions /
Interpretive Releases."