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.

Follow PwC’s accounting podcast on your favorite podcast app for future episodes in this SEC comment letter series, and subscribe to our weekly newsletter to get all of our thought leadership.  

Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to us_podcast@pwc.com. 

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