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Our series on SEC comment letter trends continues with an area that has continued to be an area of focus: MD&A.
In each episode of our What’s trending in SEC comments series, our guests bring you the latest themes in comment letters from the SEC’s Division of Corporation Finance for the most common topical areas of financial reporting.
This week we focus on MD&A. Ryan Spencer, a partner in PwC’s National Office, joined Heather Horn to break down some of the questions raised in these comments, giving you a deeper understanding of the SEC staff’s expectations, as well as context and insights into the MD&A rules.
Topics include:
  • 1:30 - What has changed about the MD&A rule? The SEC recently amended the MD&A rule with a goal of modernizing, simplifying, and enhancing the disclosure requirements. Ryan explains the primary changes.
  • 10:56 - What types of comments are companies receiving? Ryan discusses the main themes of the SEC staff’s MD&A comments. Common questions relate to results of operations, liquidity and capital resources, and critical accounting estimates.
  • 15:37 - Results of operations. Results of operations continues to be an area of focus for SEC comments. Ryan and Heather discuss areas where the SEC staff has typically asked questions and how preparers can get the disclosures right the first time.
  • 17:24 - Liquidity and capital resources. Ryan brings listeners up to speed on key themes related to liquidity and capital resources, including short and long term liquidity, operating cash flows, and covenants.
  • 21:04 - Critical accounting estimates. Companies’ disclosures have to address uncertainties associated with methods and assumptions related to critical accounting estimates. Ryan helps break down this complicated topic.
  • 24:47 - Key takeaways and reminders. We close with some future areas to pay attention to and helpful advice for year end reporting. Heather tries to stump Ryan with some niche accounting questions.
About our guest
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.
About our host
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, as well as periodic webcasts for the power and utilities industry. With over 30 years of experience, Heather’s accounting and auditing expertise includes financial instruments and rate-regulated accounting.
Transcripts available upon request. Please send requests to

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