PwC's accounting podcast

This next episode of our 2024 SEC comment letter podcast miniseries discusses Foreign Private Issuers (FPIs). Many of the considerations we talk about for other SEC filers also apply to FPIs; however, there can be some differences and added complexities. We discuss the issues most frequently raised by the SEC staff, including those unique to FPIs, and offer advice to preparers for getting ahead of them. 

In this episode, we discuss:

• 7:24 – Comment letter trends specific to FPIs, including those related to: 
  • 8:55 – Non-GAAP performance measures
  • 16:15 – Segment reporting
  • 21:32 – Revenue
  • 25:01 – Management’s Discussion and Analysis
  • 30:29 – Financial instruments
• 41:39 – FPI status re-assessment
• 44:53 – IFRS segment reporting considerations  
• 47:45 – Other accounting and reporting reminders related to FPIs

For more information, see our full analysis of SEC comment letter trends. Also, check out our other episodes in this miniseries:

• SEC comment letters – What’s trending in 2024
• 2024 SEC comment letter trends: Revenue
• 2024 SEC comment letter trends: Business combinations
• 2024 SEC comment letter trends: Segment reporting
• 2024 SEC comment letter trends: MD&A

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

Patrick Higgins is a Deputy Chief Accountant in PwC’s National Office responsible for our SEC foreign private issuer and IFRS teams. Patrick has also served as a global signing partner in a variety of countries and industries.   

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 sixth episode of our GHG miniseries on the building blocks of greenhouse gas (GHG) emissions reporting, we conclude our discussion on step 4: measure greenhouse gas emissions with scope 3 emissions. Host Heather Horn is joined again by Marcin Olewinski, an Assurance partner, and Chris Ostermann, a director in PwC’s Sustainability Services Group, to provide an introduction to scope 3 emissions, including an overview of their 15 categories downstream and upstream as well as the complexities in measuring these emissions. They share practical advice for measuring these emissions, which often yield more challenges than scope 1 and scope 2.

In this episode, we discuss:

• 01:54 – Scope 3 emissions and their related upstream and downstream categories
• 10:49 – Double counting scope 3 emissions and its impact on greenhouse gas emissions reporting
• 15: 33 – The measurement requirements of scope 3 emissions, including ESRS and ISSB frameworks 
• 25:01 – Where to start when gathering data for key assumptions in the measurement of scope 3 emissions
• 35:09 – Time boundaries for applicable scope 3 categories
• 38:53 – Deciding where to prioritize efforts on scope 3 measurement 

For more information on GHG emissions reporting, including scope 3 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 four episodes below.

• Talking GHG: Reporting requirements for greenhouse gas emissions
• Talking GHG: How organizational boundaries shape reporting
• Talking GHG: Determining operational boundaries
• Talking GHG: Practical insights on measuring scope 1 emissions
• Talking GHG: Practical insights on measuring scope 2 emissions

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

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

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This next episode of our 2024 SEC comment letter podcast miniseries discusses Management’s Discussion and Analysis (MD&A). Investors are often focused on MD&A as they look to understand management’s commentary on the results of the business, future trends, uncertainties, and more – making this an area that also 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:

• 2:21 – An overview of SEC comment letter trends related to MD&A 
• 10:57 – The results of operations 
• 20:43 – Liquidity and capital resources
• 27:19 – Critical accounting estimates
• 35:16 – Final reminders and best practices related to MD&A  

For more information, see our full analysis of SEC comment letter trends. Also, check out our other episodes in this miniseries:

• SEC comment letters – What’s trending in 2024
• 2024 SEC comment letter trends: Revenue
• 2024 SEC comment letter trends: Business combinations
• 2024 SEC comment letter trends: Segment reporting

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

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.

Scott Feely is a partner in PwC’s National office. He has over 30 years of experience supporting clients as they address the SEC and financial reporting implications of their capital markets and merger and acquisition-related activities.

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]. 

Did you enjoy this episode? Text us your thoughts and be sure to include the episode name.

This next episode of our 2024 SEC comment letter podcast miniseries discusses segment reporting.  

Segment reporting is an important disclosure for investors as it provides information about the different types of business activities in which a reporting entity engages and the different economic environments in which it operates – making this an 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: 

• 2:36 – An overview of SEC comment letter trends related to segment reporting
• 11:49 – Identifying operating segments
• 15:13 – Aggregation of operating segments 
• 16:36 – Entity-wide segment disclosures 
• 19:18 – Multiple measures of segment profit or loss
• 20:55 – Reconciliations to segment profit or loss 
• 23:18 – Considerations when adopting the FASB’s new segment reporting guidance
• 35:21 – Final reminders related to segment reporting 

For more information, see our full analysis of SEC comment letter trends and Chapter 25 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
• 2024 SEC comment letter trends: Business combinations 

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

Scott Feely is a partner in PwC’s National office.  He has over 30 years of experience supporting clients as they address the SEC and financial reporting implications of their capital markets and merger and acquisition-related activities.

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.

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]. 

Did you enjoy this episode? Text us your thoughts and be sure to include the episode name.

In our fifth episode of our miniseries on the building blocks of greenhouse gas (GHG) emissions reporting, we discuss step 4: measure greenhouse gas emissions, continuing with scope 2 emissions. Host Heather Horn is joined again by Marcin Olewinski, an Assurance partner, and Chris Ostermann, a director in PwC’s Sustainability Services Group, to kick off the second of three episodes focused on measuring greenhouse gases. They will share more of what they’re seeing in practice working with companies who are calculating these emissions, a must listen given the complexity of the challenges can grow moving from scope 1 to scope 2 emissions.

In this episode, they discuss:

• 02:05 – Scope 2 emissions — how they are different from scope 1 emissions and the formula for calculating them
• 06:39 – Location-based and market-based methods for calculating scope 2 emissions
• 16:02 – Bundled and unbundled instruments and their related challenges
• 19:59 – Importance of selecting appropriate emission factors
• 27:39 – Reporting scope 2 emissions, including selecting the right calculation method to report

For more information on GHG emissions reporting, including 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 four episodes below.

• Talking GHG: Reporting requirements for greenhouse gas emissions
• Talking GHG: How organizational boundaries shape reporting
• Talking GHG: Determining operational boundaries
• Talking GHG: Practical insights on measuring scope 1 emissions 

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. 

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

Did you enjoy this episode? Text us your thoughts and be sure to include the episode name.

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].

Did you enjoy this episode? Text us your thoughts and be sure to include the episode name.

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].

Did you enjoy this episode? Text us your thoughts and be sure to include the episode name.

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.

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

Did you enjoy this episode? Text us your thoughts and be sure to include the episode name.

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

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

Did you enjoy this episode? Text us your thoughts and be sure to include the episode name.

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]. 

Did you enjoy this episode? Text us your thoughts and be sure to include the episode name.