This next episode of our 2024 SEC comment letter podcast miniseries discusses business combinations. 
Business combination accounting can be complex, the required disclosures are comprehensive, and these are not routine transactions for most companies – all making this a challenging area that frequently gets the attention of the SEC staff. We discuss the issues most frequently raised by the SEC staff and offer advice to preparers for getting ahead of them.

In this episode, we discuss:

• 2:02 – An overview of SEC comment letter trends related to business combinations
• 5:14 – Determining whether a transaction is an asset acquisition or business combination
• 7:34 – The definition of a “business” in US GAAP as compared to SEC rules
• 9:23 – Comments related to omitted disclosures
• 12:39 – Pro forma disclosures and financial statements of acquired or to-be-acquired businesses
• 25:45 – Other reminders and areas of focus related to business combinations

For more information, see our full analysis of SEC comment letter trends, our Business combinations guide, and Chapter 17 of our Financial statement presentation guide. Also, check out our other episodes in this miniseries: 

• SEC comment letters – What’s trending in 2024 
• 2024 SEC comment letter trends: Revenue 

Additionally, follow this podcast on your favorite podcast app for more episodes.

Beth Paul is a Deputy Chief Accountant in PwC’s National Office responsible for a team of consultants that specialize in business combinations and related areas, such as consolidations, disposals, impairments, and segment reporting.

Kevin Vaughn is a PwC National Office partner specializing in SEC reporting matters. Kevin leverages his extensive experience to support PwC public company and pre-IPO clients on accounting and SEC reporting matters. Prior to joining PwC in 2023, Kevin spent over 18 years at the SEC, most recently serving on the leadership team in the SEC’s Office of the Chief Accountant where he focused on technical accounting consultations, SEC rulemakings, and standard setting matters.

Kyle Moffatt is PwC’s Professional Practice leader, leading a team responsible for working with standard setters and regulators as well as delivering brand-defining thought leadership and educational materials. He also 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.

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

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In the fourth episode of our miniseries on the building blocks of greenhouse gas (GHG) emissions reporting, we discuss step 4: measure greenhouse gas emissions, starting with scope 1 emissions. Host Heather Horn and frequent ESG podcast guest Marcin Olewinski, an Assurance partner, are joined by Chris Ostermann, a director in PwC’s Sustainability Services Group, to kick off the first of three episodes focused on measuring greenhouse gases. They will share what they’re seeing in practice working with companies who are calculating these emissions, including successes and (preventable) misapplications.

In this episode, they discuss:

• 02:24 – Scope 1 GHG emissions, including identifying sources and a complete inventory
• 07:05 – Methods for measuring scope 1 emissions and how to select a measurement approach
• 16:56 – Challenges associated with collecting data inputs
• 22:53 – Explaining emissions factors and the challenges in selecting emissions factors for the emissions calculation
• 33:17 – Global warming potentials and their impact on the calculation of scope 1 emissions
• 41:33 – Practical advice from working with clients

For more information on GHG emissions reporting, including scope 1 emissions discussed in today’s episode, check out Chapter 7: Greenhouse gas emissions reporting in PwC’s global Sustainability reporting guide. And to catch up on the GHG miniseries, listen to the first three episodes below.

• Talking GHG: Reporting requirements for greenhouse gas emissions
• Talking GHG: How organizational boundaries shape reporting
• Talking GHG: Determining operational boundaries

Marcin Olewinksi is a PwC Assurance practice partner, with over 20 years of experience bringing valued perspectives and insights to large clients in the energy sector. Additionally, he’s focused extensively within PwC’s National Office on greenhouse gas emissions and sustainability reporting and leads PwC’s global technical working group focused on GHG.

Chris Ostermann is a director in PwC’s Sustainability Services Group working on sustainability and ESG matters with companies across multiple sectors. He focuses on helping clients understand their most significant sustainability/ESG impacts, develop strategies to address those impacts, execute those strategies and communicate progress to investors and other stakeholders.

Heather Horn is the PwC National Office Sustainability and 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. 

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

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In this next episode of our 2024 SEC comment letter miniseries, we discuss accounting for revenue. Revenue is the top line for a reason; it’s closely watched by investors and therefore, the SEC staff as well. From variable consideration to disaggregated revenue disclosure, we discuss the issues most frequently raised by the SEC staff and offer advice to preparers for getting ahead of them.

In this episode, we discuss:

• 2:25 – An overview of SEC comment letter trends related to revenue
• 12:20 – Significant judgements and estimates in determining the transaction price
• 23:57 – Timing or pattern of the transfer of control
• 28:10 – Disaggregated revenue disclosures
• 40:45 – Other reminders and areas of focus related to revenue
• 44:22 – Industry-specific considerations

For more information, see our full analysis of SEC comment letter trends, our Revenue from contracts with customers guide, and Chapter 33 of our Financial statement presentation guide.
Also, check out our other episode in this miniseries, SEC comment letters – What’s trending in 2024. Additionally, follow this podcast on your favorite podcast app for more episodes.

Pat Durbin is a Deputy Chief Accountant in PwC’s National Office. He has over 30 years of experience consulting with our clients and engagement teams on complex accounting matters, including issues related to revenue, compensation, income taxes, and inventory under both US GAAP and IFRS.

Mike Coleman is a partner in PwC's National Office who specializes in accounting for revenue and software arrangements and has served technology clients for much of his career. In addition, Mike has represented the firm on the AICPA Software Task Force.

Kyle Moffatt is PwC’s Professional Practice leader, leading a team responsible for working with standard setters and regulators as well as delivering brand-defining thought leadership and educational materials. He also 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.

Follow this podcast on your favorite podcast app for more episodes.

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In the third episode of our miniseries on the building blocks of greenhouse gas (GHG) emissions reporting, we discuss step 3: determine operational boundaries. Host Heather Horn is joined again by Marcin Olewinski, an Assurance partner, and Kelsey Pizza, a senior manager in PwC’s National Office, who illustrate the importance of correctly identifying operational boundaries and the impact on the accuracy of GHG reporting. They also discuss how it’s a critical step to helping organizations clearly define and understand the scope of their emissions.

Because different frameworks may prescribe different approaches while others provide some flexibility, it is key to understand your reporting requirements (as discussed in the first episode in this miniseries, Talking GHG: Reporting requirements for greenhouse gas emissions). We’ll highlight different approaches and the impacts (sometimes more significant than one would expect) that an organizational boundary may have on reporting. 

In this episode, they discuss:

• 2:34 – What operational boundaries are and how they interact with organizational boundaries
• 4:37 - Overview of scope 1, scope 2, and scope 3 emissions and classification
• 10:44 – How and why operational boundaries are determined
• 18:13 - Challenges in classifying emissions from leased assets and the impact of different sustainability frameworks
• 34:19 – Practical advice for determining operational boundaries 

For more information on GHG emissions reporting, including the scope 2 emissions discussed in today’s episode, check out Chapter 7: Greenhouse gas emissions reporting in PwC’s global Sustainability reporting guide. And to catch up on the GHG miniseries, listen to the first two episodes below.

• Talking GHG: Reporting requirements for greenhouse gas emissions
• Talking GHG: How organizational boundaries shape reporting

Marcin Olewinski is a PwC Assurance practice partner, with over 20 years of experience bringing valued perspectives and insights to large clients in the energy sector. Additionally, he’s focused extensively within PwC’s National Office on greenhouse gas emissions and sustainability reporting and leads PwC’s global technical working group focused on GHG.

Kelsey Pizza is a senior manager in PwC’s National Office. She provides advice on technical accounting issues and monitors developments in financial reporting and standard setting. Kelsey helps develop PwC thought leadership, with a particular focus on sustainability reporting, clean and renewable energy accounting matters, and other topics affecting the utilities and sustainable energy sector.

Heather Horn

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We are kicking off our miniseries on 2024 SEC staff comment letters, helping to inform you on the latest trends as you gear up for year end. In this episode we share an overview of the 2024 comment letter trends, as well as insights into the SEC staff’s key priorities.

In this episode, we discuss:

• 1:56 – An overview of the SEC comment letter process
• 14:19 – 2024 SEC comment letter themes
• 15:31 – Key SEC staff focus areas related to management’s discussion and analysis
• 18:59 – Key SEC staff focus areas related to non-GAAP measures
• 21:37 – Other reminders and areas that preparers should focus on moving into year end

For more information, see our full analysis of SEC comment letter trends. Additionally, follow this podcast on your favorite podcast app for more episodes.

Kyle Moffatt is PwC’s Professional Practice leader, leading a team responsible for working with standard setters and regulators as well as delivering brand-defining thought leadership and educational materials. He also 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 the PwC National Office Sustainability and 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 [email protected]. 

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This week, host Heather Horn is joined by a chief sustainability officer (CSO), whose impressive background in paleoclimate geology has propelled her into the world of sustainability. Allyson Anderson Book from Baker Hughes provides a practical perspective on her sustainability journey as a CSO. She shares the challenges overcome and perseverance needed in getting to the accomplishments – decarbonization and good reporting on the company’s efforts.

In this episode, they discuss:

• 6:23 – A CSO’s view on the role of reporting
• 11:51 – Background on the company and how it is thinking about its emissions profile and its customers’
• 24:55 – The importance of prioritizing data fidelity and management
• 29:56 – What to think about when accounting for emissions
• 33:31 – The pros and cons of absolute versus intensity measurement of emissions
• 46:02 – Expected results when stakeholders are involved in sustainability efforts
• 50:07 – Advice on navigating your company’s own sustainability journey from a CSO

Enjoy hearing from Allyson in today’s episode? Tune in to PwC’s Quarterly sustainability webcast on Thursday, November 7 or Wednesday, November 13 when she will discuss energy transition. Register here.

Allyson Anderson Book is the Chief Sustainability Officer at Baker Hughes, an energy technology company that provides solutions for energy and industrial customers worldwide. Before joining Baker Hughes, Allyson served as the executive director of the American Geosciences Institute, and she has held several academic, policy, and senior government positions.

Heather Horn is the PwC National Office Sustainability and 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.

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We wrap up our miniseries on loans and investments with a discussion of the accounting for equity interests, a topic that can impact companies across all industries.

In this episode, we discuss:

• 2:02 – Equity interests in scope of ASC 321, Investments—Equity Securities
• 13:19 – Determining whether an equity interest has a readily determinable fair value
• 15:10 – An overview of the “measurement alternative,” including:
  • 22:27 – Impairment of equity interests
  • 25:31 – Identifying observable transactions

For more information, see chapter 2 of our Loans and investments guide. Also, check out our other episodes in this miniseries:

• Applying the CECL model to financial asset credit losses
• Accounting for debt securities held by corporates
• Accounting for loan receivables by corporates

Additionally, follow this podcast on your favorite podcast app for more episodes.

Chip Currie is a partner in PwC’s National Office with nearly 30 years of experience assisting companies in resolving complex business and accounting issues. He concentrates on the accounting for financial instruments under both current and emerging standards and works with many of the firm's largest financial services clients and a number of non-financial services clients on treasury-related matters.

Christopher Gerdau is a partner in PwC’s National Office specializing in accounting for financial instruments and banking-related topics. Chris also conducts technical reviews of SEC filings and provides technical support to PwC’s practice offices. Chris’s client service expertise includes the banking, capital markets, and insurance industries.

Heather Horn is the PwC National Office Sustainability and 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 [email protected].

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At the intersection of two trending topics, AI and sustainability, there are a myriad of both costs and benefits to consider. Host Heather Horn is joined by Scott Likens, PwC Global Chief AI Engineer, to discuss the environmental impact of AI and the balance between AI's benefits and its environmental footprint.

In this episode, they discuss:

• 3:17 – How AI is impacting sustainability
• 8:54 – Why AI and sustainability aren’t necessarily opposing forces
• 17:28 – Practical examples of utilizing AI to optimize energy usage
• 28:22 – The broader benefits of using AI to impact sustainability
• 31:05 – Balancing AI’s benefits with its environmental footprint
•  38:32 – Advice for both companies and individuals leveraging AI

Looking for more on AI? Check out PwC’s Artificial Intelligence services as well as resources on responsible AI, including What is responsible AI and how can it help harness trusted generative AI?

Scott Likens is the Global and US Chief AI Engineer leading and overseeing the AI Engineering and Emerging Technology teams in the United States. With more than 30 years of emerging technology experience, he has helped clients transform their customer experience and enhance their digital operations across all aspects of their business.

Heather Horn is the PwC National Office Sustainability and 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 [email protected].

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We continue our miniseries on loans and investments with a discussion of the current expected credit losses (CECL) impairment model, applicable to a broad range of financial assets. 

In this episode, we discuss:

• 3:42 – A refresher on the CECL model
• 8:02 – Impact of the current economic environment on credit losses
• 23:43 – Monitoring and governance of credit losses
• 26:46 – SEC comment letters and other activity related to CECL
• 30:49 – FASB developments related to CECL, including purchased financial assets

For more information, see chapter 7 of our Loans and investments guide. Also, check out our other episodes in this miniseries, Accounting for debt securities held by corporates and Accounting for loan receivables by corporates. Additionally, follow this podcast on your favorite podcast app for more episodes.

Catherine Espino is a partner in PwC’s National Office with 20 years of experience serving large financial institutions, broker-dealers, as well as smaller subsidiaries and private companies. Catherine focuses on advising companies within the financial services and non-financial services sectors on significant and complex accounting issues.

Bret Dooley is a Deputy Chief Accountant in PwC’s National Office who leads teams focused on the financial services sectors and accounting for financial instruments. He has over 25 years of experience in the financial services, banking, and capital markets industries. Bret focuses on emerging financial reporting issues related to financial instruments, developing interpretive guidance, and assisting clients in resolving complex accounting matters.

Heather Horn is the PwC National Office Sustainability and 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.

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The term “ESG” has been used for over two decades, including in this podcast miniseries title. Host Heather Horn sat down with guest Matt Sekol, Sustainability Global Blackbeltand author of ESG Mindset: Business Resilience and Sustainable Growth, to revisit the complexities of ESG and how companies can rethink the concept to not only build better resilience for the long term, but also find value in reporting.

In this episode, they discuss:

• 3:42 – The key messages of ESG Mindset and redefining “ESG”
• 9:44 – How sustainability reporting can contribute to change
• 12:26 – What leaders can do to leverage ESG in a material way
• 20:06 – How companies can strike a balance between ESG and the success of the business
• 35:19 – The interconnectedness of ESG and the macroeconomic environment
• 45:12 – Key takeaway for addressing systemic ESG issues

Looking 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.

Matthew Sekol is a Sustainability Global Black Belt on Microsoft’s Cross-Industry team and a Senior Advisor for Enzo Advisors. In 2024, Matthew released a book called ESG Mindset, which is a guide for companies to think critically about ESG and take a holistic approach to the business. He serves on the LP Advisory Committee of Morgan Stanley’s Next Level Fund, which invests in diverse-led and founded startups. Matthew is considered a benevolent troublemaker who guides companies and partners to think through and address their most material issues on their path to impact.

Heather Horn is the PwC National Office Sustainability and 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 [email protected]. 

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