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 the financial statements.

This week we focus on goodwill. Jay Seliber, PwC National Office Partner, 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 GAAP requirements.

Topics include:

• 1:40 - What types of comments are companies getting? Jay and Heather discuss the main themes of comments. Common questions relate to the determination of reporting units, the timing of goodwill impairments, and disclosures of impairments and at-risk goodwill.
• 4:30 - Reporting units. Jay gives an overview of comments that issuers have received about their determination of reporting units and how to avoid some common pitfalls.
• 10:41 - What about the timing of goodwill impairments? Impairment tests require a significant amount of judgment. Jay and Heather discuss how to navigate this complex area and some tips for identifying impairment indicators early to head off questions over timing.
• 15:04 - Disclosures of impairments and at-risk reporting units. Jay and Heather discuss how to appropriately foreshadow at-risk reporting units, as well as a few often-overlooked disclosures that may solicit comments.
• 23:58 - Key takeaways and reminders. Jay closes with helpful advice for issuers when responding to an SEC comment letter. Heather tries to stump Jay with some niche accounting questions.

Want to learn more?

• Listen to our previous comment letter podcast Revenue: What’s trending in SEC comments
• Read section 8.9, Goodwill, in our Financial Statement Presentation guide
• See our overview of SEC Comment Letter Trends

Jay Seliber is a partner in PwC’s National Office. He leverages over 30 years of experience to help clients with their most complex accounting matters, particularly in the areas of mergers and acquisitions, revenue recognition, stock compensation, earnings per share, employee benefits, restructurings, impairments, and financing transactions. Jay is presently PwC's representative to the FASB's Emerging Issues Task Force. 

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 for individuals who may need a disability-related accommodation. Please send requests to [email protected].

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