In each episode of our 2022 SEC comment letter trends series, our guests bring you the latest themes in comment letters from the SEC’s Division of Corporation Finance. Kyle Moffatt, PwC National Office partner, is back in the guest seat with our host, Heather Horn, to share key insights on the #1 top SEC comment letter trend in 2022, MD&A.;  

 In this episode you’ll hear discussion of:1:27 - The impact of changes to MD&A; guidance 8:01 - The types of MD&A; comments registrants are receiving11:45 - Who should be involved in telling a company’s story in MD&A;14:56 - How the SEC's priorities influence comments in this area 19:41 - The importance of company compliance with the overarching principles of MD&A;24:20 - How emerging trends are impacting comment letters 33:12 - Advice for companies as they prepare their year-end filingsWant to learn more? Check out our analysis of SEC comment letter trends and stay tuned for more episodes in the series. For more information on the SEC’s disclosure requirements pertaining to MD&A;, check out our In depth on the amended rules and Topic 9 of the SEC’s Financial Reporting Manual. Kyle Moffatt is a partner in PwC's National Office where he consults with engagement teams and audit clients on SEC reporting matters. Before PwC, Kyle spent almost 20 years with the SEC, most recently as Chief Accountant and Disclosure Program Director in the Division of Corporation Finance.

 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. 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 us_podcast@pwc.com.

MD&A: 2022 SEC comment letter trends

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The final episode in our lease accounting miniseries focuses on embedded leases. Although it may not be explicitly stated, your contract may contain a lease that needs to be accounted for. We cover some of the key considerations and common difficulties.

In this episode, we discuss:1:35 - Embedded leases, including examples7:43 - The model used to identify an embedded lease08:56 - Identified asset considerations16:52 - Control considerations30:18 - Identification of lease versus non-lease components and allocation of considerationFor more information on these topics, read chapter 2 of our Leases guide. Also, check out other episodes in our miniseries covering Lease classification, "Day 2" lease accounting, and lessee accounting for real estate leases. Additionally, follow this podcast on your favorite podcast app for more episodes.

Marc Jerusalem is a PwC National Office managing director specializing in leasing. Marc consults with clients on complex lease accounting issues and is a frequent contributor to many related PwC National Office publications.

Heather Horn is the PwC National Office Sustainability & Thought Leader, responsible for developing our communications strategy and conveying firm positions on accounting, financial reporting, and sustainability matters. In addition, she is part of PwC’s global sustainability leadership team, developing interpretive guidance and consulting with companies as they transition from voluntary to mandatory sustainability reporting. She is also the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series.

Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to us_podcast@pwc.com. 

Identifying embedded leases in your contracts

A critical step in getting ready for new sustainability reporting requirements is building a comprehensive governance framework. In this episode, host Heather Horn sits down with Stephen Parker and Matt DiGuiseppe of PwC’s Governance Insights Center to discuss the new regulatory environment and what it means for board members looking to discharge their oversight responsibilities effectively and management looking to get the board ready.

In this episode, we discuss:2:21 - Reactions to new sustainability reporting frameworks from senior management and boards6:13 - Strategies for managing the “noise” around new rules and how best to proceed despite uncertainty10:43 - The need to upskill board members so that they are capable of performing their fiduciary responsibility related to oversight of sustainability processes and disclosures18:43 - How management can best help the board prioritize its time given the increase in its responsibilities23:15 - Whether the market has begun to consider a board candidate’s knowledge of climate during board selection processes and the level of expertise required27:39 - How boards are performing their responsibilities with respect to climate information33:55 - Working through the challenges of presenting sustainability information to the board given tight timelines and other reporting responsibilities39:25 - Best practices for governance over sustainability matters at the board and management levelsLooking for the latest developments in sustainability reporting? Follow this podcast on your favorite podcast app and subscribe to our weekly newsletter to stay in the loop for the latest thought leadership on sustainability standards. 

Stephen Parker is a partner in PwC’s Governance Insights Center, which strives to strengthen the connection between directors, executive teams, and investors by helping them navigate the evolving governance landscape. With more than 30 years of experience, Stephen has advised boards of directors on a variety of complex financial reporting matters. Stephen’s client service experience includes energy and utility companies, financial services companies, and nonprofits.

Matt DiGuiseppe is a managing director in PwC’s Governance Insights Center, which helps stakeholders navigate the evolving governance landscape. Matt has participated in numerous industry groups and was the founding chairperson of the Investor Stewardship Group (ISG), which advanced a set of corporate governance and stewardship principles for the US market.

Heather Horn is the PwC National Office Sustainability & Thought Leader, responsible for developing our communications strategy and conveying firm positions on accounting, financial reporting, and sustainability matters. In addition, she is part of PwC’s global sustainability leadership team, developing interpretive guidance and consulting with companies as they transition from voluntary to mandatory sustainability reporting. She is also the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series.

Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to us_podcast@pwc.com.

Talking ESG: Building effective sustainability reporting governance

In this next episode in our miniseries on lease accounting, we focus on lessee accounting for real estate leases. From lease incentives to build-to-suit arrangements and more, we cover some of the key areas that lessees should consider in accounting for real estate leases. 

In this episode, we discuss:03:25 - Lease incentives08:23 - Distinguishing between lessee and lessor assets11:28 - Accounting for lessee assets13:50 - Accounting for lessor assets17:20 - Determination of the lease commencement date19:06 - Multiple units of account in a lease21:51 - Build-to-suit arrangementsFor more information on these topics, read chapters 3, 6, and 8 of our Leases guide. Also, check out other episodes in our miniseries covering lease classification and “day 2” lease accounting. Additionally, follow this podcast on your favorite podcast app for more episodes.

Suzanne Stephani is a director in PwC’s National Office specializing in the statement of cash flows, as well as the application and interpretation of the accounting guidance related to financing and leasing transactions.

Marc Jerusalem is a PwC National Office managing director specializing in leasing. Marc consults with clients on complex lease accounting issues and is a frequent contributor to many related PwC National Office publications.

Heather Horn is the PwC National Office Sustainability & Thought Leader, responsible for developing our communications strategy and conveying firm positions on accounting, financial reporting, and sustainability matters. In addition, she is part of PwC’s global sustainability leadership team, developing interpretive guidance and consulting with companies as they transition from voluntary to mandatory sustainability reporting. She is also the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series.

Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to us_podcast@pwc.com.

Leasing real estate? What lessees need to know

While the changing global sustainability reporting landscape may pose challenges for preparers, there continue to be opportunities for companies in every industry to take a holistic approach to disclosure – whether mandatory or voluntary.

In this episode, host Heather Horn sits down with Marc Siegel, PwC National Office partner, for a discussion of the key focus areas and action steps for C-suite executives as they ready their companies for the future of global sustainability reporting.

In this episode, we discuss:2:36 - How the market has spoken – and determined that sustainability disclosures are needed, regardless of regulatory actions4:15 - Challenges of reporting under multiple frameworks14:50 - How to prioritize gathering information18:51 - The importance of building stronger disclosure controls and processes as well as having the right people focused on the task23:02 - Navigating the market’s expectations for sustainability information28:51 - Challenges resulting from differing time horizons for sustainability and financial reporting, and how to tie these horizons together to communicate a cohesive strategy32:50 - How companies can tailor climate disclosures given the specific risks the company faces due to climate-related factors35:43 - Key governance-related behaviors companies are adopting and how they are disclosing these behaviors38:19 - The importance of starting the readiness process irrespective of ongoing legal challengesLooking for the latest developments in sustainability reporting? Follow this podcast on your favorite podcast app and subscribe to our weekly newsletter to stay in the loop for the latest thought leadership on sustainability standards. For more information on the SEC climate-related disclosure rules, refer to our publication, SEC adopts climate-related disclosure rules. 

Marc Siegel is a PwC National Office partner. He helps boards and executives with transparent articulation of their company’s long term value creation story, throughout investor communication channels within and outside of regulatory filings. Marc completed 14 years of setting reporting standards in both financial accounting and ESG as a member of the FASB and SASB, respectively.

Heather Horn is the PwC National Office Sustainability & Thought Leader, responsible for developing our communications strategy and conveying firm positions on accounting, financial reporting, and sustainability matters. In addition, she is part of PwC’s global sustainability leadership team, developing interpretive guidance and consulting with companies as they transition from voluntary to mandatory sustainability reporting. She is also the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series.

Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to us_podcast@pwc.com.

Talking ESG: Role of the C-suite in sustainability reporting

We continue our miniseries on lease accounting. In this episode, we discuss “day 2” lease accounting, focusing on lease remeasurements, subleasing, and lease impairments.

In this episode, you’ll hear a discussion of:01:18 - Events requiring remeasurement02:17 - Full lease remeasurements06:19 - Partial lease remeasurements7:47 - Lease term and purchase option remeasurements13:44 - Lease modification remeasurements21:34 - Subleasing arrangements25:58 - A refresher on ROU asset impairmentsFor more information on modifications and remeasurements of leases, read chapter 5 of our Leases guide. For more on leases, check out the first episode in our miniseries; it covers lease classification. Additionally, follow this podcast on your favorite podcast app for more episodes. 

Suzanne Stephani is a director in PwC’s National Office specializing in the statement of cash flows, as well as the application and interpretation of the accounting guidance related to financing and leasing transactions. 

Marc Jerusalem is a PwC National Office managing director specializing in leasing. Marc consults with clients on complex lease accounting issues and is a frequent contributor to many related PwC National Office publications. 

Heather Horn is the PwC National Office Sustainability & Thought Leader, responsible for developing our communications strategy and conveying firm positions on accounting, financial reporting, and sustainability matters. In addition, she is part of PwC’s global sustainability leadership team, developing interpretive guidance and consulting with companies as they transition from voluntary to mandatory sustainability reporting. She is also the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series. 

Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to us_podcast@pwc.com. 

MD&A: 2022 SEC comment letter trends

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