SEC Management’s Discussion and Analysis Comments

Management’s discussion and analysis (MD&A) is perennially a top area for SEC comments. Comments frequently focus on expanding quantitative and qualitative discussion of financial statement changes, explaining causal factors, disclosing material known trends, and describing the uncertainty in critical accounting estimates. This program will begin with a brief review of the SEC’s MD&A guidance. This guidance will be applied to detailed real-world examples of MD&A disclosures, and the SEC comments and company responses related to those disclosures. Based on these examples, discussion will address how to avoid SEC comments and potentially worse outcomes related to MD&A disclosures.

Please join our discussion leaders Cheryl L. Linthicum and George M. Wilson of PLI’s SEC Institute for this deep dive into SEC MD&A comments.

Topics include:

• Review of the SEC’s guidance for MD&A – 5 minutes
  • S-K Item 303
  • Financial Release 36
  • Financial Release 72
  • CorpFin Financial Reporting Manual
• Discussion of frequent comment issues for MD&A – 5 minutes
• Review and discussion of detailed real-world examples – 35 minutes
  • Company disclosures
  • Subsequent SEC comments
  • Company responses and SEC follow-on comments
• Summary of overall considerations and conclusions from examples – 5 minutes
• Discussion of how to avoid MD&A comments – 10 minutes

Who Should Attend: Accountants and attorneys who deal with SEC reporting and disclosure and related accounting issues, including CFOs, controllers and their staff, internal auditors, partners of public accounting firms and their staff, in-house counsel, and outside attorneys

Program Level: Update

Prerequisites: None

Advanced Preparation: None