2023 SEC comment letter trends: MD&A

In each episode of our 2023 SEC comment letter trends series, our guests bring you the latest themes in comment letters from the SEC’s Division of Corporation Finance.  This week, host Heather Horn is joined by PwC National Office partner Ryan Spencer to discuss the continued focus in SEC comment letters on Management’s Discussion and Analysis (MD&A;) and share insights for preparers on how to avoid the common pitfalls.

In this episode, you’ll hear: 0:52 - An overview of the trends in comment letters related to MD&A;, including sector-specific insights 3:59 - A refresher on MD&A; reporting requirements and a deep dive into comment letter themes, including: 5:04 - Insights on the concentration of comments related to disclosures on the results of operations and the need for forward-looking discussions 8:05 - The focus on performance metrics and their connection to corporate strategy 10:56 - The rise in comments related to management’s analysis and quantification of material fluctuations 12:45 - Why preparers need to evaluate current events and macroeconomic conditions 14:45 - Discussion of the focus on liquidity and capital resources disclosures, including near-term and long-term considerations 16:48 - Key reminders for critical accounting estimates and sensitivity disclosures 21:39 - Best practices for enhancing MD&A; disclosures Want to learn more? Check out our analysis of SEC comments on MD&A;, and follow this podcast on your favorite podcast app for more episodes in this comment letter series.   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.

Heather Horn is PwC’s National Office thought leader, responsible for developing our communications strategy and conveying firm positions on accounting and financial reporting matters. She is the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series. With over 30 years of experience, Heather’s accounting and auditing expertise includes financial instruments and rate-regulated accounting.

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