SEC Management’s Discussion and Analysis Comments

CPE credit (NASBA QAS Self-Study) is available by completing and passing the program’s CPE Review & Exam.

Upon the successful completion of this program, the participant will be able to:

• Recall the SEC’s MD&A requirements which are contained in Regulation S-K Item 303, Financial Releases 36 and 72, and the CorpFin Financial Reporting Manual. 
• Apply the SEC’s MD&A requirements by reviewing actual SEC comment letters and company responses. 
• Use the list of most frequent SEC MD&A comments to help avoid receiving SEC comments on MD&A disclosures.

Course Overview:

This program will focus on:

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

CPE Program Level: Update 

Intended Audience: CPAs, accountants, attorneys, and other allied professionals who deal with SEC reporting and disclosure and related accounting issues, including chief financial officers (CFOs), controllers and their staff, internal auditors, partners of public accounting firms and their staff, in-house counsel, and outside attorneys.

Prerequisites:  A basic understanding of the SEC’s non-GAAP requirements.

Advanced Preparation: None

Instructional Method: QAS Self-Study

Updated: January 2025

Credit Information: 1 CPE credit is available upon completion of this program’s 3 content-review questions and a minimum passing score of 70% on the 5-question final exam.