SECURITIES AND EXCHANGE COMMISSION:
'SPEAKS LOUDLY, CARRIES TINY, TINY STICK'

KALAMAZOO, Mich., March 4.—A decade ago—back in 1987—the Securities and Exchange Commission ordered that corporations (in the U.S., at least) henceforth would be expected to make more meaningful what had been treated as boilerplate: back-of-the-book material entitled "Management’s Discussion and Analysis of Operations."

The boring, dry MD&A, in corporate jargon, "too often updated at the printer" rather than rewritten to contain timely, informative data for stockholders.

Sid Cato, who publishes a monthly Newsletter on Annual Reports, serving the annual report industry worldwide, said the SEC’s order "was greeted with yawns." That, in the March issue (No. 175) of his long-running publication. He said the SEC "Speaks loudly and carries a tiny, tiny stick," contrary to Theodore Roosevelt’s advice to "Speak softly and carry a big stick."

Cato praised PepsiCo, Mobil and Monsanto for their efforts to improve the MD&A. The others? "None give a damn, frankly," said Cato. He said "You can count on the fingers of two hands the number of corporations, here and abroad, that paid any attention whatsoever to the SEC’s decade-ago admonition." Among them, "in addition to the three mentioned":

  • Northern States Power, in its 1996 report.

  • Armstrong World Industries, "despite, overall, its report sinking to 10-worst depths." (Each year for the last 14, Cato has picked the world’s 10 best and 10 worst annuals from around the world—this, for Chief Executive magazine. The Armstrong 1996 report was No. 8 on the list of world’s worst.)

  • Japan’s All Nippon Airways. It captioned all 14 graphs in this year’s (1997 report) management discussion.

  • Woodhead Industries, which "at least gave the impression" of wanting readership of its MD&A in the current report.

Return to news release page


Top of Page Major Contents Page

Copyright © 1996-2008 Cato Communications, Inc.