SEC MD&A Training | Regulation S-K | Financial Performance | Liquidity & Disclosures | Online | In-Person
This 2-day SEC MD&A Training Course provides practical guidance on preparing clear, decision-useful disclosures for SEC reporting. Participants examine financial condition, results of operations, liquidity, capital resources, material trends and uncertainties. The course supports professionals preparing Forms 10-K, 10-Q and relevant SEC registration statements.
The programme focuses on SEC Regulation S-K Item 303 and its principles-based MD&A framework. Participants examine results of operations, liquidity, capital resources and critical accounting estimates. In addition, the course reviews relevant SEC guidance, including FR-36, FR-60, FR-72 and applicable C&DIs. Therefore, participants gain a clearer understanding of current SEC disclosure expectations.
Next, participants explore non-GAAP financial measures, off-balance-sheet matters, unusual transactions and SEC comment-letter themes. They learn when material obligations require discussion within the broader MD&A framework. Practical examples show how effective disclosures explain business drivers, risks and management’s perspective. As a result, participants strengthen both compliance and disclosure quality.
Finally, the course addresses foreign private issuers and international reporting considerations. Participants examine Item 5 of Form 20-F, Operating and Financial Review and Prospects. Selected IFRS comparisons also highlight differences in international management reporting. Consequently, global professionals can better understand SEC expectations across different reporting environments.
Key Learning Features
- SEC MD&A Framework: Apply the current principles-based requirements of Regulation S-K Item 303.
- Financial Performance: Analyse results of operations, material changes and underlying business drivers.
- Liquidity & Capital Resources: Explain cash requirements, funding sources and material liquidity matters.
- Known Trends & Uncertainties: Identify information that may materially affect future performance.
- Critical Accounting Estimates: Develop disclosures reflecting significant judgement and estimation uncertainty.
- Non-GAAP Measures: Understand relevant SEC considerations when presenting non-GAAP information.
- Off-Balance-Sheet Matters: Address material obligations within the current MD&A framework.
- SEC Review & Reporting: Examine comment-letter themes, foreign private issuers and international comparisons.
By the end of this MD&A training course, participants will be equipped with practical tools and regulatory insight to prepare clear, compliant, and investor-focused MD&A disclosures that meet SEC expectations and strengthen overall financial reporting quality.
Related US GAAP and SEC Reporting Programmes
The MD&A Workshop sits within Shasat’s US GAAP and SEC reporting portfolio. Teams preparing management commentary often need broader coverage of the underlying standards and filing requirements. The programmes below run in major financial centres worldwide and online.
2-Day US GAAP Update: London | Dubai | Chicago | Dallas | Miami | Seattle | Las Vegas | Online
5-Day US GAAP Programme: London | New York City | Washington DC | Chicago | Dallas | Miami | Seattle | San Francisco | Las Vegas | Toronto | Hong Kong | Singapore | Hyderabad | Johannesburg | Online and In-House
Related programmes. For SEC filing and listing readiness, see our IPO Readiness and Capital Markets Compliance Masterclass. For audit standards, see our US GAAS courses. Also available: CECL Modelling courses and the CPA Exam Review.
For More Information
For course details, registration or group bookings, please contact our Training Team. We can assist with course content, delivery options, enrolment and corporate group registrations for the SEC MD&A Training Course.
Instructor Bio
The course instructor will be one of our highly experienced faculty members.
Our Faculty: Expertise That Drivees Success
Shasat is proud to have over 30 world-renowned faculty members, each an expert in their respective fields, who share their hands-on implementation experience through our technical and professional development programs.
This Management Discussion & Analysis (MD&A) Workshop is led by one of Shasat’s senior financial reporting and MD&A training experts, with extensive global experience advising listed companies, financial institutions, and finance leaders on Management Discussion and Analysis reporting, SEC MD&A requirements, and best-practice narrative disclosures. The instructor has supported CFOs, finance teams, and audit committees on MD&A preparation, regulatory reviews, SEC comment-letter responses, and high-judgement areas including performance analysis, liquidity and capital resources, critical accounting estimates, non-GAAP measures, and forward-looking disclosures. Renowned for delivering practical, regulator-aligned insights, the speaker combines real-world examples, emerging disclosure trends, and common MD&A pitfalls to equip participants with the skills and confidence to produce clear, compliant, and investor-focused MD&A financial reporting.
Our faculty combine real-world expertise with academic rigor, ensuring every session is interactive, relevant, and outcomes-driven. Participants gain practical tools, case-based insights, and strategic frameworks that can be immediately applied to enhance sustainability reporting and corporate governance within their organisations.
Our Partners
Our Partners in Learning
Course Description
MD&A Framework and Core Requirements
- Session 1: Introduction to MD&A and Regulatory Context
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Purpose and objectives of Management Discussion & Analysis (MD&A)
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Role of MD&A in SEC filings and investor communication
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Overview of the modernised, principles-based MD&A framework
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Key SEC guidance shaping MD&A expectations
- Session 2: Regulation S-K and Item 303 Requirements
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Overview of Regulation S-K Item 303
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Core MD&A disclosure objectives and materiality principles
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Interaction with FR-36, FR-60, FR-72, and SEC C&DIs
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Common regulatory focus areas and enforcement themes
- Session 3: Core MD&A Content Areas
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Analysis of results of operations
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Liquidity and capital resources, including cash-flow drivers
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Discussion of known trends, events, and uncertainties
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Off-balance-sheet arrangements and contractual obligations
- Session 4: Drafting Clear and Effective MD&A Disclosures
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Structuring MD&A for clarity and consistency
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Avoiding boilerplate and common drafting pitfalls
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Presenting complex financial information clearly
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Review of illustrative MD&A disclosures
Advanced Topics, Risk Areas, and Special Situations
- Session 5: Non-GAAP Measures and MD&A
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Overview of non-GAAP financial measures
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SEC rules and guidance on non-GAAP disclosures
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Integrating non-GAAP measures into MD&A responsibly
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Common SEC comment-letter issues
- Session 6: Accounting Judgements and Estimates in MD&A
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Critical accounting estimates and judgements
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Changes in accounting policies and estimates
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Linking MD&A narrative to financial statements
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Practical examples and regulator expectations
- Session 7: Emerging and Advanced MD&A Topics
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Industry and competitive environment analysis
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Risk, uncertainty, and forward-looking disclosures
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ESG- and sustainability-related considerations within MD&A
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Expectations for foreign private issuers and IFRS reporters
- Session 8: Special Transactions and Reporting Scenarios
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MD&A in IPOs and registration statements
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MD&A considerations in mergers, acquisitions, and disposals
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MD&A disclosures during financial stress, restructuring, or bankruptcy
- Session 9: SEC Comment Letters and Practical Takeaways
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Review of recent SEC MD&A comment letter trends
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Common deficiencies and how to respond effectively
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Key takeaways and practical implementation guidance
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Open Q&A
The course agenda contained herein is the proprietary intellectual property of Shasat and is provided exclusively for the use of registered participants of this programme. Any unauthorised reproduction, distribution, disclosure, or other use of this agenda, in whole or in part, without the prior written consent of Shasat is strictly prohibited and may give rise to legal action.
All rights reserved. © 2026 Shasat.
Why you must attend?
This SEC MD&A Training Course is designed for senior finance, reporting and technical accounting professionals responsible for high-quality SEC disclosures. Effective MD&A should explain financial performance, liquidity, capital resources, material trends and key uncertainties in a clear and decision-useful way.
The programme combines SEC Regulation S-K Item 303, relevant interpretive guidance and practical disclosure examples. Participants examine SEC comment-letter themes, critical accounting estimates, non-GAAP measures and liquidity disclosures. As a result, they strengthen judgement, improve narrative clarity and align MD&A more closely with the financial statements.
The course goes beyond boilerplate compliance. It helps participants identify material information, explain business drivers and present management’s perspective more effectively. In addition, participants develop practical approaches for challenging weak disclosures and improving consistency across SEC filings.
By attending, participants strengthen their ability to prepare, review and oversee MD&A disclosures with confidence. The programme supports better SEC reporting and more effective engagement with auditors, regulators, investors and other stakeholders.
Teaching Methodologies
- Lectures: Our experienced industry professionals will deliver comprehensive lectures on regulatory requirements, best practices, and case studies to provide a foundational understanding of MD&A.
- Case Studies: We will use real-world case studies to provide practical examples of MD&A preparation and presentation. This will enable you to apply theoretical concepts to real-world scenarios.
- Group Discussions: You will have opportunities to participate in group discussions with peers and industry experts, allowing you to share experiences and insights, and learn from each other.
- Interactive Exercises: Our program incorporates interactive exercises, such as role-playing and mock presentations, to help you hone your presentation skills and gain practical experience in preparing and presenting MD&A.
- Networking Opportunities: You will have ample opportunities to network with peers and industry experts, which can lead to valuable professional connections and potential career opportunities.
Overall, our teaching methodologies are designed to be practical, engaging, and effective, ensuring that participants gain the skills and knowledge they need to succeed in financial reporting. We believe that a hands-on and collaborative approach to learning is essential for mastering MD&A preparation and presentation, and our program reflects this philosophy.
Who should attend?
The training course on Mastering Management Discussion & Analysis (MD&A) is designed for individuals who are involved in financial reporting and analysis within their organizations. This course is particularly relevant for those who are responsible for preparing, reviewing, or analysing financial statements, as well as those who provide advice on financial reporting matters. Additionally, professionals who are involved in the decision-making process of their organization, such as senior executives, board members, and investors, would benefit from attending this training course. The course provides a comprehensive understanding of MD&A, including its purpose, requirements, and best practices, as well as practical guidance on how to effectively prepare and present MD&A to various stakeholders.
Feedback
Upon completion of the course, all delegates will receive an evaluation questionnaire aimed at gathering valuable feedback. This feedback is crucial to Shasat’s ongoing commitment to improving the quality of its learning solutions. By analyzing the trends in the responses, we are able to continuously enhance and refine our offerings to meet the evolving needs of our clients.
Venue & other info
Our training programs take place at the most prestigious professional training facilities in the city. Our venues have been meticulously chosen and expertly crafted to deliver an unparalleled and sophisticated learning experience. To further elevate your training journey, we will offer an array of refreshments including gourmet tea/coffee, delectable snacks, and a sumptuous lunch to sustain you throughout the course. Your comfort and satisfaction are of the utmost importance to us. One week before the program begins, you will receive comprehensive joining instructions that include the exact venue details.
Please note that accommodation arrangements are the responsibility of the attendee.
Workshop Delivery (Online Programs)
The workshop will be delivered via the WebEx platform. Upon registration, all participants will receive comprehensive joining instructions for the live workshop. This fully virtual event will encompass a live-streamed presentation, personalized networking opportunities, interactive Q&A sessions, engaging polls, and post-event consultation to address specific concerns and support your continued growth.
In-Person Workshop
Please be advised that for all in-person training programs, joining instructions will be sent via email to registered participants one week prior to the program’s commencement. These instructions will provide comprehensive information regarding the venue location, date, and time, as well as other important details such as parking arrangements, dress code, and any necessary equipment or materials. Kindly ensure that you carefully review the joining instructions and follow the guidelines provided to ensure a smooth and well-organized experience during the program.
Changes to the conference
Shasat reserves the right, at its sole discretion, to make modifications to the format, speakers, participants, content, venue location, program, or any other aspect of the conference, at any time and for any reason, without incurring any liability. This policy has been implemented due to recent events such as the Covid-19 pandemic and other jurisdictional restrictions. These modifications may include but are not limited to, changes necessitated by a Force Majeure Event
We are pleased to offer sponsorship opportunities for our training programs, providing companies with a unique platform to showcase their brand and services to a highly engaged and relevant audience. By becoming a sponsor, your organization will have the opportunity to build brand awareness, demonstrate thought leadership, and cultivate valuable relationships with industry professionals. Our programs offer a platform to reach a targeted audience and generate new business leads while showcasing your expertise. The benefits of sponsorship include increased brand exposure, opportunities to connect with key decision-makers, and a platform to promote your products and services. We invite you to take advantage of this prime opportunity and partner with us to enhance your visibility and impact within the industry.
We kindly request that you carefully review all of the terms and conditions outlined on our website. This information is critical in ensuring a clear understanding of our policies and procedures. Please follow the link provided to access this information.
Discover more about Shasat by exploring our “About Us” page, where you can gain insights into our company’s mission, values, and history, and learn how we can help you achieve your goals.
Payment
Enroll in our program with ease by choosing from our secure online payment options. You can make a payment through our website using PayPal or Stripe, or opt for a bank transfer, demand draft, or cheque payment. Our payment page will provide all necessary options during checkout. If you encounter any issues, our customer service team is here to assist you. Simply reach out to us with your selected course, and we’ll guide you through the payment process.
We kindly request that you take into consideration any associated bank fees when making your course fee payment. To ensure your participation in the program, payment must be received before the course date. Once we have received both payment and a completed registration form, we will confirm your enrollment in the program. Thank you for your understanding and cooperation.
Group discount
Our company is proud to offer a group discount of 15% for organizations or individuals who book a course for 5 or more participants. To take advantage of this offer and receive a personalized group discount code, please reach out to our customer service desk at info@shasat.com. Our team will be delighted to assist you with the booking process and answer any questions you may have. With this group discount, you can invest in the professional development of your team and drive success for your organization. Don’t hesitate to contact us today to learn more.
Upon successful completion of the training course, each participant will receive a certificate of completion that attests to the number of hours spent in training and serves as a valuable representation of their dedication to professional development. The certificate is not only a symbol of their achievement but also serves as proof of continuous professional development (CPD) and demonstrates their commitment to staying current in their field. We believe that CPD is a crucial aspect of career advancement and personal growth, and are proud to provide our participants with this important document.
For further assistance, we invite you to contact our dedicated customer service team. Our experienced and knowledgeable representatives are available to answer any questions you may have and provide the support you need to make informed decisions. We are committed to ensuring that you have a positive experience and are here to help in any way we can. Please don’t hesitate to reach out to us at your convenience.
In-House Training
Enhance your team’s skills and drive success for your business with our custom In-house training program. Our tailored approach aligns with your specific business needs, offering a cost and time-efficient solution for upskilling your employees. This not only improves their productivity but also positions your company as a competitive force in the market. Transform your investment in employee development into tangible results by choosing our In-house training option. To discuss and learn more about our services, please don’t hesitate to contact our training desk. We’re ready to help you create a bespoke program that’s just right for you.
