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This next episode of our 2024 SEC comment letter podcast miniseries discusses Management’s Discussion and Analysis (MD&A). Investors are often focused on MD&A as they look to understand management’s commentary on the results of the business, future trends, uncertainties, and more – making this an area that also frequently gets the attention of the SEC staff. We discuss the issues most frequently raised by the SEC staff and offer advice to preparers for getting ahead of them.

In this episode, we discuss:

• 2:21 – An overview of SEC comment letter trends related to MD&A 
• 10:57 – The results of operations 
• 20:43 – Liquidity and capital resources
• 27:19 – Critical accounting estimates
• 35:16 – Final reminders and best practices related to MD&A  

For more information, see our full analysis of SEC comment letter trends. Also, check out our other episodes in this miniseries:

• SEC comment letters – What’s trending in 2024
• 2024 SEC comment letter trends: Revenue
• 2024 SEC comment letter trends: Business combinations
• 2024 SEC comment letter trends: Segment reporting

Additionally, follow this podcast on your favorite podcast app for more episodes.

Ryan Spencer is a partner at PwC's National Office specializing in SEC financial reporting. He has over 20 years of experience serving clients and is a frequent contributor to PwC’s publications and communications.

Scott Feely is a partner in PwC’s National office. He has over 30 years of experience supporting clients as they address the SEC and financial reporting implications of their capital markets and merger and acquisition-related activities.

Kyle Moffatt is PwC’s Professional Practice leader, leading a team responsible for working with standard setters and regulators as well as delivering brand-defining thought leadership and educational materials. He also consults with engagement teams and audit clients on SEC reporting matters. Before PwC, Kyle spent almost 20 years with the SEC, most recently as Chief Accountant and Disclosure Program Director in the Division of Corporation Finance.

Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to [email protected].