Registration statements and periodic reports filed under the Securities Act of 1933 and Securities Exchange Act of 1934, respectively, are required to include a section on Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A), among other information. This Note focuses on what information a company must include in an MD&A section of a registration statement or periodic report, including the basic elements of the MD&A and other information that a company should address when explaining its performance and financial position. This Note also includes tips on preparing and drafting MD&A disclosure.